THG » Topics » Liquidity and Capital Resources

This excerpt taken from the THG 10-Q filed May 8, 2009.

Liquidity and Capital Resources

Liquidity is a measure of our ability to generate sufficient cash flows to meet the cash requirements of business operations. As a holding company, our primary ongoing source of cash is dividends from our insurance subsidiaries. However, dividend payments to us by our insurance subsidiaries are subject to limitations imposed by state regulators, such as the requirement that cash dividends be paid out of unreserved and unrestricted earned surplus. The payment of “extraordinary” dividends, as defined, from any of our insurance subsidiaries is restricted.

In connection with the sale of FAFLIC to Commonwealth Annuity on January 2, 2009, the Division approved a net dividend from FAFLIC to THG, which totaled approximately $130 million. This dividend consisted primarily of property and equipment, which was subsequently purchased by Hanover Insurance from THG at fair value.

Sources of cash for our insurance subsidiaries primarily include premiums collected, investment income and maturing investments. Primary cash outflows are paid claims, losses and loss adjustment expenses, policy acquisition expenses, other underwriting expenses and investment purchases. Cash outflows related to claims, losses and loss adjustment expenses can be variable because of uncertainties surrounding settlement dates for liabilities for unpaid losses and because of the potential for large losses either individually or in the aggregate. We periodically adjust our investment policy to respond to changes in short-term and long-term cash requirements.

Net cash used in operating activities was $61.5 million during the first quarter of 2009, as compared to $81.3 million in 2008. During 2009, the decrease in cash used in operating activities primarily resulted from a decrease in cash needed to fund the run-off of our former life and premium financing businesses, lower payments related to contingent commissions, a decreased level of funding associated with our qualified benefit plan during the quarter and lower federal income tax payments. These decreases were partially offset by an increase in net loss and LAE payments.

Net cash used in investing activities was $122.3 million during the first quarter of 2009, compared to net cash provided of $67.1 million for the same period of 2008. During 2009, cash was primarily used as we invested the proceeds from the sale of our Life Companies into fixed maturity securities and began reinvesting a portion of cash into fixed maturities. We continued to hold a high level of cash and cash equivalents due to uncertainty in the capital markets. In 2008, cash was provided by net sales of fixed maturity securities primarily to fund operational cash flow requirements of our property and casualty business, as well as the stock repurchase program.

 

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Net cash provided by financing activities was $1.1 million during the first quarter of 2009, as compared to net cash used of $9.6 million in 2008. During 2009 cash provided by financing activities primarily resulted from cash received related to our securities lending program. During 2008, cash used in financing activities primarily resulted from $32.9 million of share repurchases, a net repayment of $16.5 million related to our securities lending program, partially offset by $37.2 million of proceeds from short-term borrowings in our premium financing business, the sale of which closed in the second quarter of 2008.

At March 31, 2009, THG, as a holding company, held $402.1 million of fixed maturities and cash, including our own trust preferred securities of $48.7 million. We believe our holding company assets are sufficient to meet our obligations through the remainder of 2009, which currently consist primarily of interest on the senior debentures and junior subordinated debentures and costs associated with retirement benefits provided to our former life employees and agents. Additionally, we anticipate that THG will contribute additional capital of $25 million to AIX in 2009. The holding company also may be required to make payments in 2009 related to indemnification of liabilities associated with the sale of various subsidiaries. We currently do not expect that it will be necessary to dividend funds from our insurance subsidiaries in order to fund 2009 holding company obligations.

The sale of FAFLIC provided net cash to the holding company of approximately $225.0 million as follows:

 

Proceeds from sale of in-kind dividended assets to Hanover Insurance

   $ 136.3  

Additional pre-close contributions to FAFLIC

     (6.5 )

Gross proceeds from Commonwealth Annuity

     105.8  

Net cost related to exchange of investments between Hanover Insurance and FAFLIC

     (6.7 )

Transaction costs

     (3.9 )
        

Total cash from the sale of FAFLIC and related intercompany settlements

   $ 225.0  
        

We expect to continue to generate sufficient positive operating cash to meet all short-term and long-term cash requirements, including the funding of our qualified defined benefit pension plan. Based upon December 31, 2008 values and taking into consideration recent government relief actions associated with pension plan funding, we are required to contribute a minimum of $13.5 million to our pension plan in 2009. We may be required to make significant cash contributions to our qualified defined benefit pension plan for several years beginning in 2010, which we currently estimate to range from approximately $30 million to $40 million annually. In April 2009, we contributed $30 million to our qualified plan related to the 2008 plan year including the aforementioned $13.5 million. The funding in excess of the required minimum was a discretionary contribution.

Our insurance subsidiaries maintain a high degree of liquidity within their respective investment portfolios in fixed maturity and short-term investments. Recently, the financial markets have experienced unprecedented declines in value, including many securities currently held by THG and its subsidiaries. Although there has been a slight decrease in our unrealized loss position in the first quarter of 2009, net unrealized losses related to securities that we still hold amounted to approximately $227 million. We believe that recent and ongoing government actions and the quality of the assets we hold will allow us to realize these securities’ anticipated long-term economic value. Furthermore, as of March 31, 2009, we had the intent and ability to retain such investments for the period of time anticipated to allow for this expected recovery in fair value. We do not anticipate the need to sell these securities to meet our insurance subsidiaries’ cash requirements. We expect our insurance subsidiaries to generate sufficient operating cash to meet all short-term and long-term cash requirements. However, there can be no assurance that unforeseen business needs or other items will not occur causing us to have to sell securities before their values fully recover; thereby causing us to recognize additional impairment charges in that time period.

 

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On October 16, 2007, our Board of Directors authorized a share repurchase program of up to $100 million. Under this repurchase authorization, we may repurchase our common stock from time to time, in amounts and prices and at such times as we deem appropriate, subject to market conditions and other considerations. We are not required to purchase any specific number of shares or to make purchases by any certain date under this program. We have not repurchased any shares since June 2008. From time to time we may also repurchase senior debt or capital securities on an opportunistic basis. Through March 31, 2009, we have repurchased $48.7 million of trust preferred securities of an affiliate entity, which have a face value of $62.0 million.

In June 2007, we entered into a $150.0 million committed syndicated credit agreement which expires in June 2010. Borrowings, if any, under this agreement are unsecured and incur interest at a rate per annum equal to, at our option, a designated base rate or the Eurodollar rate plus applicable margin. The agreement provides covenants, including, but not limited to, maintaining a certain level of equity and an RBC ratio in our primary property and casualty companies of at least 175% (based on the Industry Scale). We had no borrowings under this line of credit during the first quarter of 2009. Additionally, we had no commercial paper borrowings as of March 31, 2009 and we do not anticipate utilizing commercial paper in 2009.

This excerpt taken from the THG 10-Q filed Nov 7, 2008.

Liquidity and Capital Resources

Net cash provided by operating activities was $174.5 million during the first nine months of 2008, as compared to net cash provided of $40.4 million in 2007. The $134.1 million increase in cash provided by operating activities primarily resulted from an increase in premium collections in our property and casualty business, cash received related to a commutation of a block of our accident and health voluntary pools during the third quarter of 2008, and lower contributions to our qualified defined benefit plan during 2008. Partially offsetting these increases in cash was increased net claims payments in our property and casualty business.

Net cash provided by investing activities was $30.0 million during the first nine months of 2008, compared to cash used of $100.4 million for the same period of 2007. During 2008, cash was provided by net sales of fixed maturity securities primarily to fund operational cash flow requirements of our property and casualty business, the stock repurchase program and the maturity of a trust instrument supported by a funding obligation. Partially offsetting these increases were cash payments made in connection with the acquisition of Verlan Holdings, Inc. In 2007, we had net purchases of fixed maturity securities primarily from the improved underwriting results in our property and casualty business.

Net cash used in financing activities was $63.0 million during the first nine months of 2008, compared to $83.0 million for the same period of 2007. During 2008, cash used in financing activities primarily resulted from net repurchases of $50.6 million of treasury stock and $21.0 million related to the maturity of a trust instrument supported by a funding obligation, partially offset by $8.5 million cash inflow from our securities lending program. In 2007, cash used by financing activities primarily resulted from a net repayment of $109.7 million related to our securities lending program, partially offset by $21.5 million of proceeds from option exercises.

 

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At September 30, 2008, THG, as a holding company, held $255.4 million of fixed maturities and cash, which includes $38.6 million of trust preferred capital securities of a THG affiliated entity that have a face value of $46.5 million, and thus are not available to meet liquidity requirements. We believe our holding company assets are sufficient to meet our obligations through the remainder of 2008, which currently consist primarily of interest on the senior debentures, our dividend to shareholders as discussed below and the expected purchase of AIX Holdings, Inc. THG expects that approximately $100 million of holding company cash will be used related to this anticipated purchase of AIX. We also expect that the holding company may be required to make payments in 2008 related to indemnification of liabilities associated with the sale of various subsidiaries. Although we currently do not expect that it will be necessary to dividend funds from our insurance subsidiaries in order to fund 2008 holding company obligations, a dividend of $166 million was declared by both Hanover Insurance and OPUS, which, upon payment will provide additional cash to the holding company. Additionally, based on asset and liability values as of September 30, 2008, we expect that the sale of FAFLIC will provide net cash to the holding company of approximately $190.2 million as follows:

 

Proceeds from sale of in-kind dividended assets to Hanover Insurance

   $ 123.8  

Realization of in-kind dividended tax credits

     23.9  

Additional pre-close contributions to FAFLIC

     (8.1 )

Gross proceeds from Commonwealth Annuity

     107.0  

Net cost related to exchange of investments between Hanover Insurance and FAFLIC and from §338(h)(10) tax election

     (8.9 )

Transaction costs

     (3.3 )

Estimated indemnification payments within one year

     (2.0 )
        
     232.4  

Intercompany account settlement related to prior year IRS settlement

     (42.2 )
        

Total cash from the sale of FAFLIC and related intercompany settlements

   $ 190.2  
        

Including the aforementioned transactions, we believe our holding company’s cash and fixed maturities will approximate $480 million as of December 31, 2008, including approximately $50 million of the aforementioned trust preferred capital securities and assuming no further purchases of the capital securities or repurchases of our common stock. We expect to continue to generate sufficient positive operating cash to meet all short-term and long-term cash requirements, including the funding of our qualified defined benefit pension plan. Based on current law, we are required to contribute $17.7 million in 2008, all of which has been paid as of September 30, 2008. We may be required to make significant cash contributions to our qualified defined benefit pension plan in future years. Effective January 1, 2008, Hanover Insurance assumed FAFLIC’s responsibilities as the common employer of all employees of the holding company and its subsidiaries and as such, the funding of these plans is now the responsibility of Hanover Insurance.

Our insurance subsidiaries maintain a high degree of liquidity within their respective investment portfolios in fixed maturity and short-term investments. Recently, the financial markets have experienced unprecedented declines in value, including many securities currently held by THG and its subsidiaries. We believe that recent government actions, including The Emergency Economic Stabilization Act of 2008 and other U.S. and global government programs and the quality of the assets we hold will allow us to realize these securities’ anticipated long-term economic value. Furthermore, as of September 30, 2008, we had the intent and ability to retain such investments for the period of time anticipated to allow for this expected recovery in fair value. We do not anticipate the need to sell these securities to meet our insurance subsidiaries’ cash requirements. We expect our insurance subsidiaries to generate sufficient operating cash to meet all short-term and long-term cash requirements. However, there can be no assurance that unforeseen business needs or other items will not occur causing us to have to sell securities before their values fully recover; thereby causing us to recognize additional impairment charges in that time period.

On October 24, 2008, our Board of Directors declared an annual dividend of 45 cents per share on all outstanding stock of the company payable December 10, 2008, to shareholders of record at the close of business on November 26, 2008.

 

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On October 16, 2007, our Board of Directors authorized a share repurchase program of up to $100 million. Under this repurchase authorization, we may repurchase our common stock from time to time, in amounts and prices and at such times as we deem appropriate, subject to market conditions and other considerations. We are not required to purchase any specific number of shares or to make purchases by any certain date under this program. Although there were no purchases in the third quarter, as of September 30, 2008, we had repurchased approximately 1.4 million shares for a cost of approximately $60 million. We may repurchase shares under this program in future periods upon the stabilization of the financial markets and when management deems appropriate. From time to time we may also repurchase senior debt or capital securities on an opportunistic basis. Through September 30, 2008 we have repurchased $38.6 million of trust preferred capital securities of an affiliated entity, which have a face value of $46.5 million.

In June 2007, we entered into a $150.0 million committed syndicated credit agreement which expires in June 2010. Borrowings, if any, under this agreement are unsecured and incur interest at a rate per annum equal to, at our option, a designated base rate or the Eurodollar rate plus applicable margin. The agreement provides covenants, including, but not limited to, maintaining a certain level of equity and an RBC ratio in our primary property and casualty companies of at least 175% (based on the Industry Scale). We are in compliance with the covenants of this agreement. We had no borrowings under this line of credit during 2008. Additionally, we had no commercial paper borrowings as of September 30, 2008 and we do not anticipate utilizing commercial paper in 2008.

This excerpt taken from the THG 10-Q filed Aug 11, 2008.

Liquidity and Capital Resources

Net cash provided by operating activities was $63.4 million during the first six months of 2008, as compared to net cash provided of $38.0 million in 2007. The $25.4 million increase in cash provided by operating activities primarily resulted from an increase in premium collections in our property and casualty business and cash received related to a commutation of a block of our accident and health voluntary pools during the second quarter of 2008. Partially offsetting these increases in cash was increased net claims payments in our property and casualty business.

Net cash provided by investing activities was $38.1 million during the first six months of 2008, compared to cash used of $58.8 million for the same period of 2007. During 2008, cash was provided by net sales of fixed maturity securities primarily to fund operational cash flow requirements of our property and casualty business, as well as the stock repurchase program. In addition, cash increased in connection with the sale of AMGRO resulting from the settlement, in cash, of an intercompany loan with Hanover Insurance. Partially offsetting these increases were cash payments made in connection with the acquisition of Verlan Holdings, Inc. In 2007, we had net purchases of fixed maturity securities primarily from the improved underwriting results in our property and casualty business.

 

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Net cash used in financing activities was $50.5 million during the first six months of 2008, compared to $50.9 million for the same period of 2007. During 2008, cash used in financing activities primarily resulted from net repurchases of $54.4 million of treasury stock. In 2007, cash used by financing activities primarily resulted from a net repayment of $72.8 million related to our securities lending program, partially offset by $20.7 million of proceeds from option exercises.

At June 30, 2008, THG, as a holding company, held $262.3 million of fixed maturities and cash. We believe our holding company assets are sufficient to meet our obligations through the remainder of 2008, which currently consist primarily of interest on the senior debentures and junior subordinated debentures. We also expect that the holding company will be required to make payments in 2008 related to indemnification of liabilities associated with the sale of various subsidiaries. Although we currently do not expect that it will be necessary to dividend funds from our insurance subsidiaries in order to fund 2008 holding company obligations, it is our expectation that dividends will be provided to the holding company from both our property and casualty subsidiaries, as well as in connection with the sale of FAFLIC. In addition, current intercompany obligations to FAFLIC associated with the settlement of audit issues related to prior years’ tax returns with the IRS will be settled prior to closing. We expect that the sale of FAFLIC will provide net cash of approximately $220 million as follows:

 

Proceeds from sale of in-kind dividended assets to Hanover Insurance

   $ 127.5  

Realization of in-kind dividended tax credits

     28.2  

Additional pre-close dividend from FAFLIC

     4.0  

Gross proceeds from Commonwealth Annuity

     107.0  

Net benefit from 338(h)(10) tax election

     4.1  

Transaction costs

     (3.0 )

Estimated indemnification payments within one year

     (2.0 )
        

Total net proceeds from sale of FAFLIC

     265.8  

FAFLIC intercompany account settlement related to prior year IRS settlement

     (43.0 )
        

Total cash from the sale of FAFLIC and related intercompany settlements

   $ 222.8  
        

Additionally, THG expects that approximately $100 million of holding company cash will be used related to its anticipated purchase of AIX. (See Part II, Item 5—Other Information, for further discussion of this transaction).

We expect to continue to generate sufficient positive operating cash to meet all short-term and long-term cash requirements, including the funding of our qualified defined benefit pension plan. Based on current law, we are required to contribute an estimated $23.9 million in 2008, of which $15.9 million has been paid through July 2008. We may be required to make significant cash contributions to our qualified defined benefit pension plan in future years. Effective January 1, 2008, Hanover Insurance assumed FAFLIC’s responsibilities as the common employer of all employees of the holding company and its subsidiaries and as such, the funding of these plans is now the responsibility of Hanover Insurance.

Our insurance subsidiaries maintain a high degree of liquidity within their respective investment portfolios in fixed maturity and short-term investments.

On October 16, 2007, our Board of Directors authorized a share repurchase program of up to $100 million. Under this repurchase authorization, we may repurchase our common stock from time to time, in amounts and prices and at such times as we deem appropriate, subject to market conditions and other considerations. We are not required to purchase any specific number of shares or to make purchases by any certain date under this program. As of June 30, 2008, we had repurchased approximately 1,400,000 shares for a cost of approximately $60.1 million. From time to time we may also repurchase senior debt or capital securities on an opportunistic basis.

In June 2007, we entered into a $150.0 million committed syndicated credit agreement which expires in June 2010. Borrowings, if any, under this agreement are unsecured and incur interest at a rate per annum equal to, at our option, a designated base rate or the Eurodollar rate plus applicable margin. The agreement provides covenants, including, but not limited to, maintaining a certain level of equity and an RBC ratio in our primary property and casualty companies of at least 175% (based on the Industry Scale). We had no borrowings under this line of credit during 2008. Additionally, we had no commercial paper borrowings as of June 30, 2008 and we do not anticipate utilizing commercial paper in 2008.

 

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This excerpt taken from the THG 10-Q filed May 8, 2008.

Liquidity and Capital Resources

Net cash used by operating activities was $81.3 million during the first quarter of 2008, as compared to $40.6 million in 2007. The $48.7 million increase in cash used for operating activities primarily resulted from increased loss and loss adjustment expense payments.

Net cash provided by investing activities was $67.1 million during the first quarter of 2008, compared to cash used of $31.0 million for the same period of 2007. During 2008, cash was provided by net sales of fixed maturity securities primarily to fund operational cash flow requirements of our property and casualty business, as well as the stock repurchase program. In 2007, we had net purchases of fixed maturity securities primarily from the improved underwriting results in our property and casualty business.

 

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Net cash used in financing activities was $9.6 million during the first quarter of 2008, compared to $82.6 million for the same period of 2007. During 2008, cash used in financing activities primarily resulted from $32.9 million of share repurchases, a net repayment of $16.5 million related to our securities lending program, partially offset by $37.2 million of proceeds from short-term borrowings in our premium financing business, the sale of which is expected to close in the second quarter of 2008. In 2007, cash used by financing activities primarily resulted from a net repayment of $88.9 million related to our securities lending program.

At March 31, 2008, THG, as a holding company, held $282.3 million of fixed maturities and cash. We believe our holding company assets are sufficient to meet our obligations through the remainder of 2008, which currently consist primarily of interest on the senior debentures and junior subordinated debentures, and certain intercompany tax liabilities of approximately $40 million that are expected to become due in 2008. We also expect that the holding company will be required to make payments in 2008 related to indemnification of liabilities associated with the sale of various subsidiaries. However, we currently do not expect that it will be necessary to dividend funds from our insurance subsidiaries in order to fund 2008 holding company obligations.

We expect to continue to generate sufficient positive operating cash to meet all short-term and long-term cash requirements, including the funding of our qualified defined benefit pension plan. Based on current law, we are required to contribute an estimated $22.1 million in 2008, of which $9.7 million has been paid through April 2008. We may be required to make significant cash contributions to our qualified defined benefit pension plan in future years. Effective January 1, 2008, Hanover Insurance assumed FAFLIC’s responsibilities as the common employer of all employees of the holding company and its subsidiaries and as such, the funding of these plans is now the legal responsibility of Hanover Insurance.

Our insurance subsidiaries maintain a high degree of liquidity within their respective investment portfolios in fixed maturity and short-term investments.

On October 16, 2007, our Board of Directors authorized a share repurchase program of up to $100 million. Under this repurchase authorization, we may repurchase our common stock from time to time, in amounts and prices and at such times as we deem appropriate, subject to market conditions and other considerations. We are not required to purchase any specific number of shares or to make purchases by any certain date under this program. As of May 1, 2008, we had repurchased approximately 920,000 shares for a cost of approximately $39.5 million. From time to time we may also repurchase senior debt or capital securities on an opportunistic basis.

In June 2007, we entered into a $150.0 million committed syndicated credit agreement which expires in June 2010. Borrowings, if any, under this agreement are unsecured and incur interest at a rate per annum equal to, at our option, a designated base rate or the Eurodollar rate plus applicable margin. The agreement provides covenants, including, but not limited to, maintaining a certain level of equity and an RBC ratio in our primary property and casualty companies of at least 175% (based on the Industry Scale). We had no borrowings under this line of credit during 2008. Additionally, we had no commercial paper borrowings as of March 31, 2008 and we do not anticipate utilizing commercial paper in 2008. Our premium financing business had short-term borrowings of $37.2 million through a credit facility as a result of its pending sale and a change in accounting treatment associated with that transaction.

This excerpt taken from the THG 10-Q filed Nov 9, 2007.

Liquidity and Capital Resources

Net cash provided by operating activities was $40.4 million during the first nine months of 2007, as compared to net cash used of $44.5 million during the same period in 2006. The $84.9 million decrease in cash used for operating activities primarily resulted from lower payments in 2007 associated with Hurricane Katrina, to both reinsurers for reinstatement premiums and other funding, and to policyholders for claims. In addition, cash from operations improved in 2007 due to higher net written premium in our property and casualty business. These increases in cash were partially offset by increased non-Hurricane Katrina loss and loss adjustment expense payments.

Net cash used in investing activities was $100.4 million during the first nine months of 2007, compared to net cash provided of $232.0 million for the same period of 2006. During 2007, we used cash primarily to fund net purchases of fixed maturity securities, resulting from improved underwriting results in our property and casualty business, partially offset by the run-off of our Life operations. Additionally, in 2007, we purchased Professionals Direct, Inc. During 2006, cash was primarily provided by net sales of fixed maturity securities to fund maturities of long-term funding agreements.

Net cash used in financing activities was $83.0 million during the first nine months of 2007, compared to $497.1 million for the same period of 2006. During 2007, cash used in financing activities resulted from a net repayment of $109.7 million related to our securities lending program, partially offset by $21.5 million of proceeds from option exercises. Cash was used in 2006 primarily to fund the maturity of certain long-term funding agreements (GIC products in our Life Companies) and to fund our $200 million share repurchase program.

At September 30, 2007, THG, as a holding company, held $341.1 million of cash and fixed maturities. We believe our holding company assets are sufficient to meet our obligations through the remainder of 2007, which currently consist primarily of interest on the senior debentures, and to pay certain federal income tax liabilities expected to become due in 2007. We also expect that the holding company will be required to make payments in 2007 related to indemnification of liabilities associated with the sale of the variable life insurance and annuity business. We currently do not expect that it will be necessary to dividend funds from our insurance subsidiaries in order to fund 2007 holding company obligations.

We expect to continue to generate sufficient positive operating cash to meet all short-term and long-term cash requirements, including the funding of our qualified defined benefit pension plan. Based on current law, we are required to contribute approximately $35 million in 2007, all of which has been paid through October 15, 2007. Also, we contributed an additional $15 million to this plan during 2007. We expect to continue to make additional cash contributions to our qualified defined benefit pension plan in future years. As the single employer of THG, the funding of these plans is the responsibility of FAFLIC. Contributions to the qualified defined benefit pension plan do not affect the statutory surplus of FAFLIC.

Our insurance subsidiaries, including FAFLIC, maintain a high degree of liquidity within their respective investment portfolios in fixed maturity investments and short-term investments.

On October 16, 2007, the Board of Directors authorized us to repurchase up to $100 million of our common stock. Under this repurchase authorization, we may repurchase our common stock from time to time, in amounts and prices and at such times as we deem appropriate, subject to market conditions and other considerations. We are not required to purchase any specific number of shares or to make purchases by any certain date under this program.

In June 2007, we entered into a $150.0 million committed syndicated credit agreement which expires in June 2010. Borrowings under this agreement are unsecured and incur interest at a rate per annum equal to, at our option, a designated base rate or the Eurodollar rate plus applicable margin. The agreement provides covenants, including, but not limited to, maintaining a certain level of equity and an RBC ratio in our primary property and casualty companies of at least 175% (based on the Industry Scale). We had no borrowings under this line of credit as of September 30, 2007.

This excerpt taken from the THG 10-Q filed Aug 9, 2007.

Liquidity and Capital Resources

Net cash provided by operating activities was $38.0 million during the first six months of 2007, as compared to net cash used of $42.6 million during the same period in 2006. The $80.6 million decrease in cash used for operating activities primarily resulted from lower payments in 2007 associated with Hurricane Katrina, to both reinsurers for reinstatement premiums and other funding, and to policyholders for claims. In addition, cash from operations improved in 2007 due to higher net written premium in our property and casualty business. These increases in cash were partially offset by increased non-Hurricane Katrina loss and loss adjustment expense payments.

 

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Net cash used in investing activities was $58.8 million during the first six months of 2007, compared to net cash provided of $226.6 million for the same period of 2006. During 2007, cash was used to fund net purchases of fixed maturity securities, resulting from improved underwriting results in our property and casualty business, partially offset by the run-off of our Life operations. Additionally, cash was used in 2007 to fund net disbursements associated with our premium financing business. During 2006, cash was primarily provided by net sales of fixed maturity securities to fund maturities of long-term funding agreements.

Net cash used in financing activities was $50.9 million during the first six months of 2007, compared to $492.1 million for the same period of 2006. During 2007, cash used in financing activities resulted from a net repayment of $72.8 million related to our securities lending program, partially offset by $20.7 million of proceeds from option exercises. Cash was used in 2006 primarily to fund the maturity of certain long-term funding agreements (GIC products in our Life Companies) and to fund our $200 million share repurchase program.

At June 30, 2007, THG, as a holding company, held $340.7 million of cash and fixed maturities. We believe our holding company assets are sufficient to meet our obligations through the remainder of 2007, which currently consist primarily of interest on the senior debentures and junior subordinated debentures, and to pay certain federal income tax liabilities expected to become due in 2007. We also expect that the holding company will be required to make payments in 2007 related to indemnification of liabilities associated with the sale of the variable life insurance and annuity business. We currently do not expect that it will be necessary to dividend funds from our insurance subsidiaries in order to fund 2007 holding company obligations.

We expect to continue to generate sufficient positive operating cash to meet all short-term and long-term cash requirements, including the funding of our qualified defined benefit pension plan. Based on current law, we are required to contribute approximately $35 million in 2007, of which $22.2 million has been paid through July 2007. We expect to continue to make additional cash contributions to our qualified defined benefit pension plan in future years. As the single employer of THG, the funding of these plans is the responsibility of FAFLIC. Contributions to the qualified defined benefit pension plan do not affect the statutory surplus of FAFLIC.

Our insurance subsidiaries, including FAFLIC, maintain a high degree of liquidity within their respective investment portfolios in fixed maturity investments and short-term investments.

In June 2007, we entered into a $150.0 million committed syndicated credit agreement which expires in June 2010. Borrowings under this agreement are unsecured and incur interest at a rate per annum equal to, at our option, a designated base rate or the Eurodollar rate plus applicable margin. The agreement provides covenants, including, but not limited to, maintaining a certain level of equity and an RBC ratio in our primary property and casualty companies of at least 175% (based on the Industry Scale). We had no borrowings under this line of credit as of June 30, 2007.

This excerpt taken from the THG 10-Q filed May 10, 2007.

Liquidity and Capital Resources

Net cash used for operating activities was $40.6 million during the first quarter of 2007, as compared to $132.8 million in 2006. The $92.2 million decrease in cash used for operating activities primarily resulted from lower payments in 2007 associated with Hurricane Katrina, to both reinsurers for reinstatement premiums and other funding, and to policyholders for claims. In addition, cash from operations improved in 2007 due to higher underwriting results in our property and casualty business.

Net cash used in investing activities was $31.0 million during the first quarter of 2007 while net cash provided by investing activities was $95.7 million for the same period of 2006. During 2007, cash was used primarily to fund the net activity of our premium financing business. In addition, cash was used to fund net purchases of fixed maturity securities, resulting from improved underwriting results of our property and casualty business, partially offset by the run-off of our Life operations. During 2006, cash was primarily provided by net sales of fixed maturity securities to fund the current and near term maturities of long-term funding agreements and the payment of 2005 contingent commissions.

Net cash used in financing activities was $82.6 million during the first quarter of 2007, compared to $114.2 million for the same period of 2006. In 2007, cash used in financing activities included a net repayment of $89 million related to our securities lending program. Cash was used in 2006 primarily to fund our share repurchase program.

At March 31, 2007, THG, as a holding company, held $327.0 million of cash and fixed maturities. We believe our holding company assets are sufficient to meet our obligations through the remainder of 2007, which currently consist primarily of interest on the senior debentures and junior subordinated debentures, and to pay certain federal income tax liabilities expected to become due in 2007. We also expect that the holding company will be required to make payments in 2007 related to indemnification of liabilities associated with the sale of the variable life insurance and annuity business. However, we currently do not expect that it will be necessary to dividend funds from our insurance subsidiaries in order to fund 2007 holding company obligations.

We expect to continue to generate sufficient positive operating cash to meet all short-term and long-term cash requirements, including the funding of our qualified defined benefit pension plan. Based on current law, we are required to contribute $39.0 million in 2007, of which $16.2 million has been paid through April 2007. We expect to continue to make additional cash contributions to our qualified defined benefit pension plan in future years. As the single employer of THG, the funding of these plans is the responsibility of FAFLIC. Contributions to the qualified defined benefit pension plan do not affect the statutory surplus of FAFLIC.

Our insurance subsidiaries, including FAFLIC, maintain a high degree of liquidity within their respective investment portfolios in fixed maturity investments and short-term investments. We had no commercial paper borrowings as of March 31, 2007, and we do not anticipate utilizing commercial paper in 2007.

This excerpt taken from the THG 10-Q filed Nov 9, 2006.

Liquidity and Capital Resources

Net cash used in operating activities was $46.4 million during the first nine months of 2006, as compared to net cash provided of $170.7 million during the same period in 2005. The $217.1 million increase in cash used by operating activities resulted primarily from an increase in cash outflows for loss and LAE payments related to 2005 catastrophes. We also had an increase in operating expense payments as well as an increase in payments to fund our qualified defined benefit pension plan.

Net cash provided by investing activities was $232.0 million during the first nine months of 2006, compared to $518.0 million for the same period of 2005. During 2006 and 2005, cash was primarily provided by net sales of fixed maturity securities to fund the maturity of long-term funding agreements.

Net cash used in financing activities was $495.2 million during the first nine months of 2006, compared to $614.0 million for the same period of 2005. During 2006, cash was primarily used to fund the maturity of certain long-term funding agreements and to fund our share repurchase program, while during 2005, cash was primarily used to fund the maturity of certain long-term funding agreements.

In 2005, our Board of Directors authorized a share repurchase program of up to $200 million. We repurchased 4.0 million shares at an aggregate cost of $200 million during the first nine months of 2006.

At September 30, 2006, THG, as a holding company, had $268.6 million of cash and fixed maturities. We believe our holding company assets are sufficient to meet our obligations through the remainder of 2006, which consist primarily of interest on the senior debentures. In addition, in October 2006, the Board of Directors declared an annual dividend of 30 cents per share, to be paid by the holding company in the fourth quarter of this year. Additionally, we expect that it will be necessary for the holding company to pay certain federal income tax liabilities during 2006 or 2007, as well as the indemnification of liabilities related to the sale of the variable life insurance and annuity business. However, we currently do not expect that it will be necessary to dividend funds from our insurance subsidiaries in order to fund 2006 holding company obligations.

We expect to continue to generate sufficient positive operating cash to meet all short-term and long-term cash requirements including the funding of our qualified defined benefit pension plan. Based on current law, we were required to and have contributed $49.0 million through October 2006. We expect to make significant cash contributions to our qualified defined benefit pension plan in future years. As the single employer of THG, the funding of these plans is the responsibility of FAFLIC. This contribution did not affect the statutory surplus of FAFLIC.

Our insurance subsidiaries, including FAFLIC, maintain a high degree of liquidity within their respective investment portfolios in fixed maturity investments and short-term investments. We had no commercial paper borrowings as of September 30, 2006 and we do not anticipate utilizing commercial paper in 2006. Debt ratings continue to adversely affect the cost and availability of credit lines, commercial paper, and other additional debt and equity financing.

This excerpt taken from the THG 10-Q filed Aug 9, 2006.

Liquidity and Capital Resources

Net cash used in operating activities was $44.4 million during the first six months of 2006, as compared to net cash provided of $55.4 million during the same period in 2005. The $99.8 million increase in cash used by operating activities resulted primarily from increased loss and LAE payments in the property and casualty business and reinsurance payments related to 2005 catastrophe activity. We also had an increase in payments to fund our qualified defined benefit pension plan and a slight increase in operating expense payments.

Net cash provided by investing activities was $226.6 million during the first six months of 2006, compared to $560.7 million for the same period of 2005. During 2006, cash was primarily provided by net sales of fixed maturity securities to fund the maturity of long-term funding agreements and the payment of 2005 contingent commissions. During 2005, cash was primarily provided by net sales of fixed maturities to fund the maturity of certain long-term funding agreements.

Net cash used in financing activities was $490.3 million during the first six months of 2006, compared to $689.1 million for the same period of 2005. During 2006, cash was primarily used to fund the maturity of certain long-term funding agreements and to fund our share repurchase program, while during 2005, cash was primarily used to fund the maturity of certain long-term funding agreements.

In 2005, our Board of Directors authorized a share repurchase program of up to $200 million. We repurchased 4.0 million shares at an aggregate cost of $200 million during the first half of 2006.

At June 30, 2006, THG, as a holding company, had $242.9 million of cash and fixed maturities. We believe our holding company assets are sufficient to meet our obligations through the remainder of 2006, which consist primarily of interest on the senior debentures and junior subordinated debentures. Additionally, we expect that it will be necessary for the holding company to pay certain federal income tax liabilities during 2006 or 2007, as well as the indemnification of liabilities related to the sale of the variable life insurance and annuity business. However, we currently do not expect that it will be necessary to dividend funds from our insurance subsidiaries in order to fund 2006 holding company obligations.

We expect to continue to generate sufficient positive operating cash to meet all short-term and long-term cash requirements including the funding of our qualified defined benefit pension plan. Based on current law, we are required to contribute $52.1 million in 2006, of which $43.9 million has been paid through July 2006. Without pension funding relief currently being considered by Congress, we expect to make significant cash contributions to our qualified defined benefit pension plan in future years. As the single employer of THG, the funding of these plans is the responsibility of FAFLIC. This contribution will not affect the statutory surplus of FAFLIC.

Our insurance subsidiaries, including FAFLIC, maintain a high degree of liquidity within their respective investment portfolios in fixed maturity investments, common stock and short-term investments. We had no commercial paper borrowings as of June 30, 2006 and we do not anticipate utilizing commercial paper in 2006. Debt ratings downgrades resulted in our non-renewal of our credit line in 2003 and continue to preclude or adversely affect the cost and availability of credit lines, commercial paper, and other additional debt and equity financing.

 

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This excerpt taken from the THG 10-Q filed May 10, 2006.

Liquidity and Capital Resources

Net cash used for operating activities was $134.3 million during the first quarter of 2006, as compared to $47.1 million in 2005. The $87.2 million increase in cash used for operating activities resulted primarily from increased loss and LAE payments in the property and casualty business and reinsurance payments related to 2005 catastrophe activity.

Net cash provided by investing activities was $95.7 million during the first quarter of 2006, compared to $472.9 million for the same period of 2005. During 2006, cash was primarily provided by net sales of fixed maturity securities to fund the current and near term maturities of long-term funding agreements and the payment of 2005 contingent commissions. During 2005, cash was primarily provided by net sales of fixed maturity securities to fund the maturity of certain long-term funding agreements.

Net cash used in financing activities was $112.7 million during the first quarter of 2006, compared to net cash used of $575.4 million for the same period of 2005. Cash was used in 2006 primarily to fund our share repurchase program, while cash was used in 2005 primarily for the maturity of certain long-term funding agreements in our Life Companies segment and the reduction of cash held as collateral related to our securities lending program.

In 2005, our Board of Directors authorized a share repurchase program of up to $200 million. As of March 31, 2006, we had repurchased 2.6 million shares at an aggregate cost of $125.7 million. We repurchased the remaining $74.3 million associated with the program in the second quarter of 2006.

At March 31, 2006, THG, as a holding company, held $305.8 million of cash and fixed maturities. We believe our holding company assets are sufficient to meet our obligations through the remainder of 2006, which consist primarily of interest on the senior debentures and junior subordinated debentures. Additionally, we expect that it will be necessary for the holding company to pay certain federal income tax liabilities during 2006, as well as the indemnification of liabilities related to the sale of the variable life insurance and annuity business. However, we currently do not expect that it will be necessary to dividend funds from our insurance subsidiaries in order to fund 2006 holding company obligations.

We expect to continue to generate sufficient positive operating cash to meet all short-term and long-term cash requirements including the funding of our qualified defined benefit pension plan. Based on current law, we are required to contribute $52.1 million in 2006, of which approximately $10.2 million has been paid through April 2006. Without pension funding relief currently being considered by Congress, we expect to make significant cash contributions to our qualified defined benefit pension plan in future years. As the single employer of THG, the funding of these plans is the responsibility of FAFLIC. This contribution will not affect the statutory surplus of FAFLIC.

Our insurance subsidiaries, including FAFLIC, maintain a high degree of liquidity within their respective investment portfolios in fixed maturity investments, common stock and short-term investments. We had no commercial paper borrowings as of March 31, 2006 and we do not anticipate utilizing commercial paper in 2006. Debt ratings downgrades resulted in our non-renewal of our credit line in 2003 and continue to preclude or adversely affect the cost and availability of credit lines, commercial paper, and other additional debt and equity financing.

This excerpt taken from the THG 10-Q filed Nov 9, 2005.

Liquidity and Capital Resources

 

Our sources of cash for our insurance subsidiaries are premiums and fees collected, investment income and maturing investments. Primary cash outflows are paid benefits, claims, losses and loss adjustment expenses, policy acquisition expenses, other underwriting expenses and investment purchases. Cash outflows related to benefits, claims, losses and loss adjustment expenses can be variable because of uncertainties surrounding settlement dates for liabilities for unpaid losses and because of the potential for large losses either individually or in the aggregate. We expect an increase in cash outflows during the remainder of 2005 and into 2006 due to the expectation of a significant increase in claims payments resulting from Hurricane Katrina. These outflows will be funded with existing cash and with proceeds from the sale of cash equivalents and fixed maturities. We periodically adjust our investment policy to respond to changes in short-term and long-term cash requirements.

 

In connection with the expected sale of our variable life and annuity business, we expect that our agreement with the Massachusetts Commissioner of Insurance to indefinitely maintain the RBC ratio of AFLIAC at a minimum of 100% of the Company Action Level (on the Industry Scale) to be replaced with a similar agreement whereby AFC will agree to maintain FAFLIC’s RBC ratio at a minimum of 100% of the Company Action Level (on the Industry Scale).

 

Net cash provided by operating activities was $170.7 million during the first nine months of 2005, as compared to $135.2 million during the same period in 2004. The $35.5 million increase in cash provided by operating activities was primarily due to lower net loss and LAE payments in the property and casualty business and lower net payments from the general account as a result of fewer annuity contract surrenders in our Life Companies segment. These 2005 increases in cash were partially offset by a non-recurring federal income tax settlement for $30.3 million received in 2004.

 

Net cash provided by investing activities was $555.7 million and $52.4 million during the first nine months of 2005 and 2004, respectively. During 2005, cash was primarily provided by sales of fixed maturity securities, resulting from the maturity of certain long-term funding agreements in our Life Companies segment. During 2004, cash was primarily provided by sales of fixed maturities and other investment assets, resulting from funding agreement withdrawals and general account annuity

 

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redemptions in the Life Companies segment. In 2005 and 2004, these were partially offset by purchases of fixed maturities, resulting from improved segment income in our property and casualty business.

 

Net cash used in financing activities was $651.7 million during the first nine months of 2005, compared to $406.2 million for the same period of 2004. The increase in cash used in 2005 is primarily due to the maturity of certain long-term funding agreements in our Life Companies segment.

 

At September 30, 2005, AFC, as a holding company, had $109.2 million of cash and fixed maturities. As a result of the expected sale of our variable life and annuity business, the holding company is expected to receive approximately $311 million of net proceeds upon the closing of the transaction and the dividends proposed in connection therewith. The $311 million is comprised of the following:

 

(In millions)


      

Proceeds from Goldman Sachs

   $ 292  

Dividend from FAFLIC

     40  

Dividend from non-insurance subsidiaries

     15  

Purchase price adjustment hedge losses

     (8 )
    


       339  

Deferred portion of proceeds

     (28 )
    


Net amount expected at closing

   $ 311  
    


 

In connection with the expected sale of the variable life and annuity business, AFC will incur transaction related costs, currently estimated at $11 million, as well as provide guarantees to Goldman Sachs regarding previously identified legal claims and reinsurance arrangements. The cost of these guarantees is currently estimated to be approximately $13 million, after taxes.

 

We believe our current holding company assets are sufficient to meet our obligations through the remainder of 2005 and in 2006, which consist primarily of interest on both our senior debentures and our junior debentures, and to pay certain federal income tax liabilities expected to become due in 2006. In addition, the Board of Directors has declared an annual dividend of 25 cents per share, to be paid in the fourth quarter of this year. We believe that our holding company assets are sufficient to provide for the shareholder dividends.

 

In connection with the announcement of the expected sale of our variable life and annuity business to Goldman Sachs, we announced that we expected to fund a stock repurchase program of up to $200 million from the proceeds of that transaction. We remain committed to fund a share repurchase program. Our decision to make repurchases under such program from time to time will be subject to our satisfaction with then current market conditions, as well as any liquidity or capital needs we or our subsidiaries may have at such time. The recent hurricane activity in the United States has created uncertainty as to whether rating services will require higher levels of capital and surplus in order to achieve and maintain improved financial strength ratings. Because of the importance of achieving strong ratings, including obtaining an “A” rating from A.M. Best Company and investment grade ratings for our holding company debt from Standard & Poors and Moody’s Investment Services, we will continue to carefully monitor our capital and surplus needs and anticipated uses of cash, and any repurchase program may be affected by such capital and surplus requirements.

 

We expect to continue to generate sufficient positive operating cash to meet all short-term and long-term cash requirements including the funding of our qualified defined benefit pension plan. The combination of the current interest rate environment reflecting lower yielding fixed maturities and volatile stock market returns have caused many U.S. pension plans, including ours, to become underfunded. As a result, without any additional pension funding relief currently being considered by Congress, we would expect to make significant cash contributions to our qualified defined benefit pension plan in future years. Based upon current law, we are required to contribute approximately $52.1 million in 2006. As the single employer of AFC, the funding of these plans is the responsibility of FAFLIC.

 

Our insurance subsidiaries, including FAFLIC, maintain a high degree of liquidity within their respective investment portfolios in fixed maturity investments, common stock and short-term investments. In addition, we had no commercial paper borrowings as of September 30, 2005 and we do not anticipate utilizing commercial paper in 2005. Debt ratings downgrades in prior years and our current non-investment grade ratings for our holding company debt obligations continue to preclude or adversely affect the cost and availability of credit lines, commercial paper, and other additional debt and equity financing.

 

This excerpt taken from the THG 10-Q filed Aug 4, 2005.

Liquidity and Capital Resources

 

Net cash provided by operating activities was $55.4 million during the first six months of 2005, as compared to net cash used of $39.1 million during the same period in 2004. The $94.5 million increase in cash provided by operating activities was primarily due to lower net loss and LAE payments in the property and casualty business and lower net payments from the general account as a result of fewer annuity contract surrenders in our Life Companies segment. Also, in 2004, cash provided by operations included a non-recurring federal income tax settlement for $30.3 million.

 

Net cash provided by investing activities was $560.7 million during the first six months of 2005, compared to $94.2 million for the same period of 2004. During 2005, cash was primarily provided by net sales of fixed maturity securities, resulting from the maturity of certain long-term funding agreements in our Life Companies segment. During 2004, cash was primarily provided by net sales of fixed maturities and other investment assets, resulting from funding agreement withdrawals and general account annuity redemptions in the Life Companies segment. In 2005 and 2004, these were partially offset by purchases of fixed maturities, resulting from improved segment income in our property and casualty business.

 

Net cash used in financing activities was $689.1 million during the first six months of 2005, compared to $250.7 million for the same period of 2004. The increase in cash used in 2005 is primarily due to the maturity of certain long-term funding agreements in our Life Companies segment.

 

At June 30, 2005, AFC, as a holding company, had $125.5 million of cash and fixed maturities. We believe our holding company assets are sufficient to meet our obligations through the remainder of 2005, which consist primarily of interest on the senior debentures and junior subordinated debentures. In addition, we have recently indicated our intention to reinstitute our annual common stock dividend in the fourth quarter of this year in an amount comparable to the 25 cents that we previously paid. We believe that our holding company assets are sufficient to provide for any shareholder dividends, if and when declared by the Board of Directors. Additionally, we expect that it will be necessary for the holding company to pay certain federal income tax liabilities during 2005. However, we currently do not expect that it will be necessary to dividend funds from our insurance subsidiaries in order to fund 2005 holding company obligations.

 

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We expect to continue to generate sufficient positive operating cash to meet all short-term and long-term cash requirements including the funding of our qualified defined benefit pension plan. The combination of the current interest rate environment reflecting lower yielding fixed maturities and volatile stock market returns have caused many U.S. pension plans, including ours, to become underfunded. As a result, without any additional pension funding relief currently being considered by Congress, we would expect to make significant cash contributions to our qualified defined benefit pension plan in future years. Based upon current law, we are required to contribute approximately $1 million in the third quarter of 2005 and an additional $52.1 million in 2006. As the single employer of AFC, the funding of these plans is the responsibility of FAFLIC.

 

Our insurance subsidiaries, including FAFLIC, maintain a high degree of liquidity within their respective investment portfolios in fixed maturity investments, common stock and short-term investments. In addition, we had no commercial paper borrowings as of June 30, 2005 and we do not anticipate utilizing commercial paper in 2005. Debt ratings downgrades in prior years continue to preclude or adversely affect the cost and availability of credit lines, commercial paper, and other additional debt and equity financing.

 

This excerpt taken from the THG 10-Q filed May 5, 2005.

Liquidity and Capital Resources

 

Net cash used for operating activities was $47.1 million during the first quarter of 2005, as compared to $194.5 million in 2004. The $147.4 million decline in cash used for operating activities resulted primarily from lower net loss and LAE payments in the property and casualty business and lower net payments from our general account as a result of fewer annuity contract redemptions in the Life Companies.

 

Net cash provided by investing activities was $472.9 million during the first three months of 2005, compared to $193.1 million for the same period of 2004. During 2005, cash was primarily provided by net sales of fixed maturity securities, resulting from the maturity of certain long-term funding agreements in our Life Companies segment. During 2004, cash was provided primarily from the net sales of fixed maturities, resulting from funding agreement withdrawals and general account annuity redemptions.

 

Net cash used in financing activities was $575.4 million during the first quarter of 2005, compared to net cash used of $203.7 million for the same period of 2004. The increase in cash used in 2005 is primarily due to the maturity of certain long-term funding agreements in our Life Companies segment and the reduction of cash held as collateral related to our securities lending program.

 

At March 31, 2005, AFC, as a holding company, holds $119.5 million of cash and fixed maturities. We believe our holding company assets are sufficient to meet our obligations through the remainder of 2005, which consist primarily of interest on the senior debentures and junior subordinated debentures. Additionally, we expect that it will be necessary for the holding company to pay certain federal income tax liabilities during 2005. However, we currently do not expect that it will be necessary to dividend funds from our insurance subsidiaries in order to fund 2005 holding company obligations.

 

We expect to continue to generate sufficient positive operating cash to meet all short-term and long-term cash requirements. Our insurance subsidiaries maintain a high degree of liquidity within their respective investment portfolios in fixed maturity investments, common stock and short-term investments. In addition, we had no commercial paper borrowings as of March 31, 2005 and we do not anticipate utilizing commercial paper in 2005. Debt ratings downgrades in prior years continue to preclude or adversely affect the cost and availability of credit lines, commercial paper, and other additional debt and equity financing.

 

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