e10vq
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
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þ |
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Quarterly report pursuant to section 13 or 15 (d) of the Securities Exchange Act of 1934 |
For the Quarterly period ended September 30, 2006 or
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o |
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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 1-4720
WESCO FINANCIAL CORPORATION
(Exact name of Registrant as Specified in its Charter)
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DELAWARE
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95-2109453 |
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(State or Other Jurisdiction of
incorporation or organization)
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(I.R.S. Employer Identification No.) |
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301 East Colorado Boulevard, Suite 300, Pasadena, California
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91101-1901 |
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(Address of Principal Executives Offices)
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(Zip Code) |
626/585-6700
(Registrants Telephone Number, Including Area Code)
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)
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 :
þ No
o
Indicate by check mark whether 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.
Large Accelerated Filer
o
Accelerated Filer :
þ 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
: þ
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS
Indicate by check mark whether the registrant has filed all documents and reports required to be
filed by Section 12, 13 or 15 (d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court.
Yes
o No
o
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuers classes of common stock, as
of the latest practicable date. 7,119,807 as of October 31, 2006
PART I. FINANCIAL INFORMATION
Reference is made to Item 7A, Quantitative and Qualitative Disclosures About Market Risk,
appearing on pages 34 and 35 of the Form 10-K Annual Report for the year ended December 31, 2005,
filed by Wesco Financial Corporation (Wesco), for information on equity price risk and interest
rate risk at Wesco. There have been no material changes through September 30, 2006.
Item 4. Controls and Procedures.
An evaluation was performed under the supervision and with the participation of the management
of Wesco, including Charles T. Munger (Chief Executive Officer) and Jeffrey L. Jacobson (Chief
Financial Officer), of the effectiveness of the design and operation of Wescos disclosure controls
and procedures as of December 31, 2005. Based on that evaluation, Messrs. Munger and Jacobson
concluded that the Companys disclosure controls and procedures are effective in ensuring that
information required to be disclosed by the Company in reports it files or submits under the
Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported as
specified in the rules and forms of the Securities Exchange Commission, and are effective to ensure
that information required to be disclosed by Wesco in the reports it files or submits under the
Exchange Act, as amended, is accumulated and communicated to Wescos management, including Mr.
Munger and Mr. Jacobson, as appropriate to allow timely decisions regarding required disclosure.
There have been no significant changes in Wescos internal control over financial reporting during
the quarter ended September 30, 2006 that have materially affected or are reasonably likely to
materially affect the internal control over financial reporting except that the Companys CORT
Business Services subsidiary (CORT) has undertaken the implementation of a revenue, inventory and
receivables system for its operating districts. As of September 30, 2006, a material number of its
operating districts have migrated to the new system. This ongoing implementation has been, and
continues to be, subject to various levels of testing, including a detailed reconciliation and
review of data migrated from the previous environment to the new environment. Implementation of
this new financial reporting sub-system necessarily involves changes to CORTs financial reporting
procedures and controls. Wescos management believes that appropriate internal controls are in
place with CORTs new financial reporting sub-system.
-2-
PART II. OTHER INFORMATION
Item 1A. Risk Factors
Reference is made to Item 1A, Risk Factors, appearing on pages 15 through 18 of the Form 10-K
Annual Report for the year ended December 31, 2005, filed by Wesco, for information regarding the
most significant factors affecting Wescos operations. There have been no material changes in these
factors through September 30, 2006.
Item 6. Exhibits
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31 (a) |
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Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(Chief Executive Officer) |
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31 (b) |
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Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(Chief Financial Officer) |
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32 (a) |
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Certification Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 (Chief Executive Officer) |
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32 (b) |
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Certification Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 (Chief Financial Officer) |
-3-
WESCO FINANCIAL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
(Dollar amounts in thousands)
(Unaudited)
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Sept. 30, |
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Dec. 31, |
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2006 |
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2005 |
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ASSETS |
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Cash and cash equivalents |
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$ |
1,241,263 |
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$ |
1,194,113 |
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Investments: |
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Securities with fixed maturities |
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67,124 |
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74,441 |
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Marketable equity securities |
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988,208 |
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884,673 |
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Rental furniture |
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196,732 |
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187,572 |
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Goodwill of acquired businesses |
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266,607 |
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266,607 |
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Other assets |
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145,359 |
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121,105 |
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$ |
2,905,293 |
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$ |
2,728,511 |
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LIABILITIES AND SHAREHOLDERS EQUITY |
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Insurance losses and loss adjustment expenses |
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Affiliated business |
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$ |
23,922 |
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$ |
19,697 |
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Unaffiliated business |
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50,400 |
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42,283 |
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Unearned insurance premiums |
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Affiliated business |
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13,670 |
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12,301 |
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Unaffiliated business |
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14,285 |
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16,092 |
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Deferred furniture rental income and security deposits |
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23,252 |
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22,204 |
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Notes payable |
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50,200 |
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42,300 |
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Income taxes payable, principally deferred |
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329,293 |
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290,615 |
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Other liabilities |
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52,570 |
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52,587 |
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557,592 |
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498,079 |
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Shareholders equity: |
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Capital stock and additional paid-in capital |
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33,324 |
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33,324 |
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Unrealized appreciation of investments, net of taxes |
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311,101 |
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256,710 |
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Retained earnings |
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2,003,276 |
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1,940,398 |
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Total shareholders equity |
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2,347,701 |
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2,230,432 |
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$ |
2,905,293 |
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$ |
2,728,511 |
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See notes beginning on page 7.
-4-
WESCO FINANCIAL CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF
INCOME AND RETAINED EARNINGS
(Dollar amounts in thousands except for amounts per share)
(Unaudited)
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Three Months Ended |
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Nine Months Ended |
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Sept. 30, |
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Sept. 30, |
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Sept. 30, |
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Sept. 30, |
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2006 |
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2005 |
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2006 |
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2005 |
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Revenues: |
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Furniture rentals |
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$ |
83,323 |
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$ |
77,748 |
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$ |
246,019 |
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$ |
227,152 |
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Sales and service revenues |
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35,745 |
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37,315 |
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107,972 |
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107,654 |
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Insurance premiums earned |
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Affiliated business |
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7,069 |
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7,171 |
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20,565 |
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21,600 |
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Unaffiliated business |
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8,804 |
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6,024 |
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23,839 |
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|
16,350 |
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Dividend and interest income |
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|
22,071 |
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14,547 |
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61,582 |
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40,103 |
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Realized investment gains |
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|
774 |
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Other |
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941 |
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895 |
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2,774 |
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2,643 |
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157,953 |
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|
143,700 |
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|
462,751 |
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|
416,276 |
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Costs and expenses: |
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Cost of products and services sold |
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|
39,519 |
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|
|
40,108 |
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|
|
117,180 |
|
|
|
115,064 |
|
Insurance losses and loss adjustment expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Affiliated business |
|
|
3,708 |
|
|
|
2,638 |
|
|
|
8,443 |
|
|
|
7,534 |
|
Unaffiliated business |
|
|
6,540 |
|
|
|
4,942 |
|
|
|
14,982 |
|
|
|
8,401 |
|
Insurance underwriting expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Affiliated business |
|
|
1,976 |
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|
|
1,800 |
|
|
|
4,941 |
|
|
|
4,386 |
|
Unaffiliated business |
|
|
3,280 |
|
|
|
3,117 |
|
|
|
7,123 |
|
|
|
5,759 |
|
Selling, general and administrative expenses |
|
|
67,073 |
|
|
|
67,218 |
|
|
|
201,067 |
|
|
|
197,968 |
|
Interest expense |
|
|
775 |
|
|
|
375 |
|
|
|
2,033 |
|
|
|
894 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
122,871 |
|
|
|
120,198 |
|
|
|
355,769 |
|
|
|
340,006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
|
35,082 |
|
|
|
23,502 |
|
|
|
106,982 |
|
|
|
76,270 |
|
Income taxes |
|
|
11,569 |
|
|
|
5,636 |
|
|
|
36,307 |
|
|
|
20,797 |
|
|
|
|
|
|
|
|
|
|
|
|
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Net income |
|
|
23,513 |
|
|
|
17,866 |
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|
|
70,675 |
|
|
|
55,473 |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Retained earnings beginning of period |
|
|
1,982,362 |
|
|
|
1,688,481 |
|
|
|
1,940,398 |
|
|
|
1,655,929 |
|
Cash dividends declared and paid |
|
|
(2,599 |
) |
|
|
(2,528 |
) |
|
|
(7,797 |
) |
|
|
(7,583 |
) |
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|
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|
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Retained earnings end of period |
|
$ |
2,003,276 |
|
|
$ |
1,703,819 |
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|
$ |
2,003,276 |
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|
$ |
1,703,819 |
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Amounts per capital share based on 7,119,807 shares
outstanding throughout each period: |
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|
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|
|
|
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Net income |
|
$ |
3.31 |
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|
$ |
2.51 |
|
|
$ |
9.93 |
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$ |
7.79 |
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|
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|
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|
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|
|
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Cash dividends |
|
$ |
.365 |
|
|
$ |
.355 |
|
|
$ |
1.095 |
|
|
$ |
1.065 |
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|
|
|
|
|
|
|
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|
See notes beginning on page 7.
-5-
WESCO FINANCIAL CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Dollar amounts in thousands)
(Unaudited)
|
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|
Nine Months Ended |
|
|
|
Sept. 30, |
|
|
Sept. 30, |
|
|
|
2006 |
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|
2005 |
|
Cash flows from operating activities, net |
|
$ |
89,541 |
|
|
$ |
70,864 |
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|
|
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|
|
|
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|
|
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Cash flows from investing activities: |
|
|
|
|
|
|
|
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Sales, maturities and redemptions of securities
with fixed maturities |
|
|
28,390 |
|
|
|
36,558 |
|
Purchases of equity securities |
|
|
(18,855 |
) |
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|
|
|
Purchases of securities with fixed maturities |
|
|
(21,691 |
) |
|
|
(16,178 |
) |
Purchases of rental furniture |
|
|
(72,501 |
) |
|
|
(79,658 |
) |
Sales of rental furniture |
|
|
53,569 |
|
|
|
54,643 |
|
Other, net |
|
|
(11,406 |
) |
|
|
(5,250 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash flows from investing activities |
|
|
(42,494 |
) |
|
|
(9,885 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
Net increase in notes payable, principally line of credit |
|
|
7,900 |
|
|
|
8,975 |
|
Payment of cash dividends |
|
|
(7,797 |
) |
|
|
(7,583 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash flows from financing activities |
|
|
103 |
|
|
|
1,392 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase in cash and cash equivalents |
|
|
47,150 |
|
|
|
62,371 |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents beginning of period |
|
|
1,194,113 |
|
|
|
1,161,163 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents end of period |
|
$ |
1,241,263 |
|
|
$ |
1,223,534 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplementary information: |
|
|
|
|
|
|
|
|
Interest paid during period |
|
$ |
1,642 |
|
|
$ |
1,216 |
|
Income taxes paid, net, during period |
|
|
27,020 |
|
|
|
29,032 |
|
|
|
|
|
|
|
|
See notes beginning on page 7.
-6-
WESCO FINANCIAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollar amounts in thousands except for amounts per share)
(Unaudited)
Note 1.
The unaudited condensed consolidated financial statements of which these notes are an integral
part include the accounts of Wesco Financial Corporation (Wesco) and its subsidiaries. In
managements opinion, such statements reflect all adjustments (all of them of a normal recurring
nature) necessary to a fair statement of interim results in accordance with accounting principles
generally accepted in the United States.
Reference is made to the notes to Wescos consolidated financial statements appearing on pages
46 through 57 of its 2005 Form 10-K Annual Report for other information deemed generally applicable
to the condensed consolidated financial statements. In particular, Wescos significant accounting
policies and practices are set forth in Note 1 on pages 46 through 48.
In July 2006, the Financial Accounting Standards Board (the FASB) issued Interpretation No.
48, Accounting for Uncertainty in Income Taxesan interpretation of FASB Statement No. 109 (FIN
48), which requires expanded disclosure and clarifies the accounting for uncertainty of income tax
positions taken or expected to be taken in income tax returns when it is likely that an examination
of the tax returns will result in the assessment of additional taxes. FIN 48 requires the
recognition in the financial statements of the impact of a tax position, if that position is more
likely than not of being sustained on audit, based on the technical merits of the position. The
provisions of FIN 48 will be effective as of the beginning of 2007, with the cumulative effect, if
any, of the change in accounting principle recorded as an adjustment to opening retained earnings.
Wesco is currently evaluating the impact on its consolidated financial statements of adopting FIN
48. Wesco does not believe that the adoption of FIN 48 or any other accounting pronouncements
issued by the FASB that are required to be adopted after September 30, 2006 will likely have a
material effect on its consolidated financial statements.
In September 2006, the FASB issued Statement of Financial Accounting Standards No. 158,
Employers Accounting for Defined Benefit Pension and Other Postretirement Plans an amendment of
FASB Statements No. 87, 88, 106 and 132(R) (SFAS 158), which requires recognition of the
overfunded or underfunded status of a companys defined benefit pension and other postretirement
plan as an asset or liability in the consolidated balance sheet, and the recognition of changes in
the funded status of a companys postretirement plans, whose changes are not recognized through
periodic earnings, to be reported as a component of other comprehensive income. Wesco does not
believe that the adoption of SFAS 158 will have a material effect on its consolidated financial
statements when adopted as of yearend 2006.
-7-
Note 2.
The following table sets forth Wescos consolidated comprehensive income for the three- and
nine-month periods ended September 30, 2006 and 2005:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
Sept. 30, |
|
|
Sept. 30, |
|
|
Sept. 30, |
|
|
Sept.. 30, |
|
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
Net income |
|
$ |
23,513 |
|
|
$ |
17,866 |
|
|
$ |
70,675 |
|
|
$ |
55,473 |
|
Increase in unrealized appreciation of investments,
net of income tax effect of $24,977,
$22,045, $29,567 and $32,189 |
|
|
46,097 |
|
|
|
41,106 |
|
|
|
54,391 |
|
|
|
59,975 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income |
|
$ |
69,610 |
|
|
$ |
58,972 |
|
|
$ |
125,066 |
|
|
$ |
115,448 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note 3.
Following is a summary of securities with fixed maturities:
|
|
|
|
|
|
|
|
|
|
|
Sept. 30, |
|
|
Dec. 31, |
|
|
|
2006 |
|
|
2005 |
|
Amortized cost |
|
$ |
66,246 |
|
|
$ |
72,841 |
|
Gross unrealized gains |
|
|
897 |
|
|
|
1,606 |
|
Gross unrealized losses |
|
|
(19 |
) |
|
|
(6 |
) |
|
|
|
|
|
|
|
Fair value |
|
$ |
67,124 |
|
|
$ |
74,441 |
|
|
|
|
|
|
|
|
Following is a summary of marketable equity securities (all common stocks):
|
|
|
|
|
|
|
|
|
|
|
Sept. 30, |
|
|
Dec. 31, |
|
|
|
2006 |
|
|
2005 |
|
Total cost |
|
$ |
511,004 |
|
|
$ |
492,148 |
|
Gross unrealized gains |
|
|
477,204 |
|
|
|
402,789 |
|
Gross unrealized losses |
|
|
|
|
|
|
(10,264 |
) |
|
|
|
|
|
|
|
Fair value |
|
$ |
988,208 |
|
|
$ |
884,673 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value: |
|
|
|
|
|
|
|
|
The Procter & Gamble Company |
|
$ |
443,436 |
|
|
$ |
414,103 |
|
The Coca-Cola Company |
|
|
321,946 |
|
|
|
290,458 |
|
Other |
|
|
222,826 |
|
|
|
180,112 |
|
|
|
|
|
|
|
|
Fair value |
|
$ |
988,208 |
|
|
$ |
884,673 |
|
|
|
|
|
|
|
|
Dollar amounts in thousands except for amounts per share
-8-
Note 4.
Effective as of yearend 2005, proceeds from the sales of rental furniture are classified on
the consolidated statement of cash flows in the category of investing activities, consistent with
the classification of cash used for the purchases of rental furniture. In prior periods, proceeds
from sales of rental furniture had been included in operating cash flows in Wescos consolidated
statements of cash flows. Reference is made to Note 9 to Wescos consolidated financial statements
appearing on page 54 of its 2005 Form 10-K Annual Report for a more complete explanation of the
reclassification.
The following table shows the effects of the reclassification on data presented in the
condensed consolidated statement of cash flows for the nine-month period ended September 30, 2005.
|
|
|
|
|
Net cash flows from operating activities as previously reported |
|
$ |
125,507 |
|
Reclassification |
|
|
(54,643 |
) |
|
|
|
|
Revised net cash flows from operating activities |
|
$ |
70,864 |
|
|
|
|
|
|
|
|
|
|
Net cash flows from investing activities as previously reported |
|
$ |
(64,528 |
) |
Reclassification |
|
|
54,643 |
|
|
|
|
|
Revised net cash flows from investing activities |
|
$ |
(9,885 |
) |
|
|
|
|
Note 5.
Federal and state environmental agencies have made claims relating to alleged contamination of
soil and groundwater with trichloroethylene and perchloroethylene against Precision Brand Products
(PBP), whose results, like those of its parent, Precision Steel, are included in Wescos
industrial segment, and various other businesses situated in an industrial park in Downers Grove,
Illinois. PBP, along with the other businesses, has been negotiating remedial actions with various
governmental entities.
To date, PBP has recorded provisions aggregating $1,293 ($778, after taxes), representing the
estimated share of its costs of remediation agreed to with governmental entities and other parties,
and related expenses. Several of PBPs and Precision Steels insurers have undertaken the cost of
their defense and have agreed to indemnify them within the policy limits in connection with the
matters, but have reserved their rights retroactively to decline coverage and receive reimbursement
of amounts paid. To date, PBP has recovered $522 ($313, after taxes) from its insurers.
PBP, Precision Steel, and other parties have been named in several civil lawsuits brought by
and on behalf of area residents relating to this alleged contamination. Muniz v. Precision
Brand Products, Inc., et al., filed in April 2004 in the U.S. District Court for the Northern
District of Illinois (the Court), is a class action alleging that PBP and the other defendants
caused diminution in property values of nearby homes and put the residents at an increased risk of
contracting cancer. The Court has granted the plaintiffs motion to certify the class on liability
issues, but not on damages. The plaintiffs have recently agreed, in arbitration, to a group
settlement aggregating $15,750, following which each of the thirteen plaintiffs, including PBP,
deposited $1,211 into an escrow account. The agreement has been approved by the Court on a
preliminary basis, with
Dollar amounts in thousands except for amounts per share
-9-
finalization expected to occur early in the fourth quarter of 2006, after which the funds are
expected to be released to the plaintiffs. Each defendants $1,211 payment is subject to
reallocation among the group based on each defendants relative responsibility for the
contamination, to be determined by arbitration, if possible, or otherwise, by sampling and analysis
of the soils and groundwater. Although PBPs and Precision Steels insurers had undertaken their
defense of this matter, PBP and Precision are involved in negotiations with the insurers as to
amounts ultimately to be collected from them. Inasmuch as the ultimate financial responsibility of
each defendant has not yet been determined, and negotiations with the insurance companies have not
yet been concluded, it is difficult to estimate the ultimate cost, including the impact of
insurance proceeds, that will be borne by PBP and Precision Steel, and thus reflected in Wescos
consolidated financial statements. Nevertheless, in the second quarter of 2006, a provision of
$750 ($450, after income tax benefit) was recorded, reflecting an estimate of the cost expected
ultimately to be borne by PBP, Precision Steel, and, thus Wesco, in settling this matter.
In Bendik v. Precision Brand Products, Inc. and Precision Steel Warehouse, Inc., filed
in May 2003 in the Circuit Court of Cook County, Illinois, the plaintiff claims that her exposure
to contaminants allegedly released by PBP and Precision caused her to contract cancer. The
plaintiff seeks unspecified compensatory and punitive damages. PBP and Precision have filed third
party actions against a number of other companies who were or are located in the industrial park.
Because settlement mediation and independent discussions have been unsuccessful thus far, PBP is
planning soon to undertake the sampling and analysis of soils and groundwater in an effort to
assess the extent to which contamination from the industrial park may have migrated to the pumping
wells that served the plaintiffs home. The matter has been assigned to a pre-trial judge for
potential
settlement discussions. PBP is negotiating coverage matters with its insurers. Pote vs.
Precision Brand Products, Inc. and Precision Steel Warehouse, Inc., filed in December 2004 in
the same court as the Bendik matter, is a wrongful death action brought by the Estate of
Ralph Pote pending against PBP and Precision Steel and other companies who were or are located in
the industrial park, alleging that the defendants released contaminants into the soil and
groundwater and that exposure to such contaminants was ultimately responsible for the death of Mr.
Pote. This matter has been consolidated with the Bendik matter for purposes of discovery. The
plaintiff seeks unspecified compensatory damages, but has preserved the ability to request punitive
damages in the future. A third party defendant who recently named Wesco as a cross-defendant in
the Bendik and Muniz lawsuits, has dropped Wesco as a defendant in these matters.
Management anticipates that additional provisions with respect to such remediation and related
legal matters may be required in the future, and expects that the insurers will continue to provide
defenses and reimbursement of some of the costs previously recorded. However, as of September 30,
2006, it was not possible to reasonably estimate the amount, if any, of additional loss or a range
of losses that may be required in connection with these matters, or any related benefit from
insurance indemnification. Although it is not expected that the ultimate impact of such future
costs will be material in relation to Wescos shareholders equity, the effect on industrial
segment and consolidated net income in any given period could be material.
Dollar amounts in thousands except for amounts per share
-10-
Note 6.
Following is condensed consolidated financial information for Wesco, by business segment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
Sept. 30, |
|
|
Sept. 30, |
|
|
Sept. 30, |
|
|
Sept. 30, |
|
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
Insurance segment: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
$ |
37,686 |
|
|
$ |
27,505 |
|
|
$ |
105,233 |
|
|
$ |
77,390 |
|
Net income |
|
|
15,529 |
|
|
|
10,458 |
|
|
|
48,058 |
|
|
|
37,460 |
|
Assets at end of period |
|
|
2,295,562 |
|
|
|
2,146,293 |
|
|
|
2,295,562 |
|
|
|
2,146,293 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Furniture rental segment: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
$ |
103,307 |
|
|
$ |
99,624 |
|
|
$ |
304,945 |
|
|
$ |
288,415 |
|
Net income |
|
|
7,645 |
|
|
|
6,986 |
|
|
|
21,281 |
|
|
|
16,317 |
|
Assets at end of period |
|
|
265,551 |
|
|
|
257,215 |
|
|
|
265,551 |
|
|
|
257,215 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Industrial segment: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
$ |
15,771 |
|
|
$ |
15,439 |
|
|
$ |
49,056 |
|
|
$ |
46,391 |
|
Net income |
|
|
270 |
|
|
|
185 |
|
|
|
1,209 |
|
|
|
823 |
|
Assets at end of period |
|
|
19,452 |
|
|
|
18,520 |
|
|
|
19,452 |
|
|
|
18,520 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill of acquired businesses, included in assets
at end of period |
|
$ |
266,607 |
|
|
$ |
266,607 |
|
|
$ |
266,607 |
|
|
$ |
266,607 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Realized investment gains: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Before taxes (included in revenues) |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
774 |
|
After taxes (included in net income) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
503 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other items unrelated to business segments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
$ |
1,189 |
|
|
$ |
1,132 |
|
|
$ |
3,517 |
|
|
$ |
3,306 |
|
Net income |
|
|
69 |
|
|
|
237 |
|
|
|
127 |
|
|
|
370 |
|
Assets at end of period |
|
|
58,121 |
|
|
|
39,659 |
|
|
|
58,121 |
|
|
|
39,659 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated totals: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
$ |
157,953 |
|
|
$ |
143,700 |
|
|
$ |
462,751 |
|
|
$ |
416,276 |
|
Net income |
|
|
23,513 |
|
|
|
17,866 |
|
|
|
70,675 |
|
|
|
55,473 |
|
Assets at end of period |
|
|
2,905,293 |
|
|
|
2,728,294 |
|
|
|
2,905,293 |
|
|
|
2,728,294 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dollar amounts in thousands except for amounts per share
-11-
WESCO FINANCIAL CORPORATION
MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Reference is made to Item 7, Managements Discussion and Analysis of Financial Condition and
Results of Operations appearing on pages 22 through 36 of the Form 10-K Annual Report filed by
Wesco Financial Corporation (Wesco) for the year 2005 for information deemed generally
appropriate to an understanding of the accompanying condensed consolidated financial statements.
The information set forth in the following paragraphs updates such discussion. Further, in
reviewing the following paragraphs, attention is directed to the accompanying unaudited condensed
consolidated financial statements.
OVERVIEW
Financial Condition
Wesco continues to have a strong balance sheet at September 30, 2006, with relatively little
debt. Liquidity, which has traditionally been high, has been even higher than usual for the past
several years due principally to sales, maturities and redemptions of fixed-maturity investments,
and reinvestment of the proceeds in cash equivalents pending redeployment.
Results of Operations
After-tax earnings improved in 2006 from the corresponding 2005 amounts principally due to
increased investment income earned by the insurance segment resulting mainly from increased
interest rates on short-term investments, and improved results of the furniture rental segment,
partially offset by decreased underwriting income of the insurance businesses.
FINANCIAL CONDITION
Wescos shareholders equity at September 30, 2006 was $2.35 billion ($330 per share), up from
$2.23 billion ($313 per share) at December 31, 2005. Shareholders equity included $311.1 million
at September 30, 2006, and $256.7 million at December 31, 2005, representing appreciation in market
value of investments, which is credited directly to shareholders equity, net of taxes, without
being reflected in earnings. Because unrealized appreciation is recorded at the balance sheet date
based on market quotations, gains or losses ultimately realized upon sale of investments could
differ substantially from recorded unrealized appreciation.
Wescos consolidated cash and cash equivalents, held principally by its insurance businesses,
increased slightly, from $1.19 billion at December 31, 2005, to $1.24 billion at September 30,
2006.
Wescos consolidated borrowings totaled $50.2 million at September 30, 2006, versus $42.3
million at December 31, 2005. The increase in borrowings related to a revolving line of credit used
in the furniture rental business. In addition to the recorded debt, the liability for unpaid losses
and loss adjustment expenses of Wescos insurance subsidiaries totaled $74.3 million at September
30, 2006, versus $62.0 million at December
31, 2005. In addition to these obligations, Wesco and its subsidiaries have operating lease
and other contractual obligations which, at September 30, 2006, were essentially unchanged from the
$145.2 million included in the table of off-balance sheet arrangements and contractual obligations
appearing on page 32 of its Form 10-K Annual Report for the year ended December 31, 2005.
-12-
RESULTS OF OPERATIONS
Wescos reportable business segments are organized in a manner that reflects how Wescos top
management views those business activities. Wescos management views insurance businesses as
possessing two distinct operations underwriting and investing, and believes that underwriting
gain or loss is an important measure of their financial performance. Underwriting gain or loss
represents the simple arithmetic difference between the following line items appearing on the
consolidated statement of income: (1) insurance premiums earned, less (2) insurance losses and loss
adjustment expenses, and insurance underwriting expenses. Managements goal is to generate
underwriting gains over the long term. Underwriting results are evaluated without allocation of
investment income.
The condensed consolidated income statement appearing on page 5 has been prepared in
accordance with generally accepted accounting principles (GAAP). Revenues, including realized
net investment gains, if any, are reduced by costs and expenses, and a provision for income taxes,
to arrive at net income. The following summary sets forth the after-tax contribution to GAAP net
income of each business segment insurance, furniture rental and industrial as well as
activities not considered related to such segments. Realized net investment gains, if any, are
excluded from segment activities, consistent with the way Wescos management views the business
operations. (Amounts are in thousands, all after income tax effect.)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
Sept. 30, |
|
|
Sept. 30, |
|
|
Sept. 30, |
|
|
Sept. 30, |
|
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
Insurance segment: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underwriting |
|
$ |
240 |
|
|
$ |
453 |
|
|
$ |
5,795 |
|
|
$ |
9,725 |
|
Investment income |
|
|
15,289 |
|
|
|
10,005 |
|
|
|
42,263 |
|
|
|
27,735 |
|
Furniture rental segment |
|
|
7,645 |
|
|
|
6,986 |
|
|
|
21,281 |
|
|
|
16,317 |
|
Industrial segment |
|
|
270 |
|
|
|
185 |
|
|
|
1,209 |
|
|
|
823 |
|
Nonsegment items |
|
|
69 |
|
|
|
237 |
|
|
|
127 |
|
|
|
370 |
|
Realized investment gains |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
503 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated net income |
|
$ |
23,513 |
|
|
$ |
17,866 |
|
|
$ |
70,675 |
|
|
$ |
55,473 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-13-
Insurance Segment
The insurance segment is comprised of Wesco-Financial Insurance Company (Wes-FIC) and The
Kansas Bankers Surety Company (KBS). Their operations are conducted or supervised by wholly owned
subsidiaries of Berkshire Hathaway Inc. (Berkshire), Wescos ultimate parent company. Following
is a summary of the results of segment operations, which represent essentially the combination of
underwriting results with dividend and interest income. (Amounts are in thousands.)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
Sept. 30, |
|
|
Sept. 30, |
|
|
Sept. 30, |
|
|
Sept. 30, |
|
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
Insurance premiums written |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reinsurance |
|
$ |
12,904 |
|
|
$ |
7,139 |
|
|
$ |
28,424 |
|
|
$ |
21,559 |
|
Primary |
|
|
4,319 |
|
|
|
4,681 |
|
|
|
14,860 |
|
|
|
15,920 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
17,223 |
|
|
$ |
11,820 |
|
|
$ |
43,284 |
|
|
$ |
37,479 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Insurance premiums earned |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reinsurance |
|
$ |
10,688 |
|
|
$ |
7,790 |
|
|
$ |
28,581 |
|
|
$ |
22,135 |
|
Primary |
|
|
5,185 |
|
|
|
5,405 |
|
|
|
15,823 |
|
|
|
15,815 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
15,873 |
|
|
$ |
13,195 |
|
|
$ |
44,404 |
|
|
$ |
37,950 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Insurance losses, loss adjustment expenses and
underwriting expenses |
|
|
15,504 |
|
|
|
12,497 |
|
|
|
35,489 |
|
|
|
26,080 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underwriting gain (loss), before income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reinsurance |
|
|
(694 |
) |
|
|
(683 |
) |
|
|
3,992 |
|
|
|
4,766 |
|
Primary |
|
|
1,063 |
|
|
|
1,381 |
|
|
|
4,923 |
|
|
|
7,104 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
369 |
|
|
|
698 |
|
|
|
8,915 |
|
|
|
11,870 |
|
Income taxes |
|
|
129 |
|
|
|
245 |
|
|
|
3,120 |
|
|
|
2,145 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underwriting gain |
|
$ |
240 |
|
|
$ |
453 |
|
|
$ |
5,795 |
|
|
$ |
9,725 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At September 30, 2006, in-force reinsurance business consisted of the participation in three
pools of aviation-related risks: hull and liability pools, each to the extent of 12.5%, and a
workers compensation pool to the extent of 5%. In 2005, in-force reinsurance consisted of
participation in the same pools of aviation-related risks, with the participation in the hull and
liability pools at the 10% level. Wes-FICs reinsurance activities have fluctuated from period to
period as participations in reinsurance contracts have become available both through insurance
subsidiaries of Berkshire and otherwise.
The nature of Wes-FICs participation in the aviation-related reinsurance contracts requires
that estimates be made not only as to losses and expenses incurred, but also as to premiums
written, due to a time lag in reporting by the ceding pools. Reinsurance premiums written increased
by $5.8 million (80.8%) for the third quarter of 2006 and $6.9 million (31.8%) for the first nine
months, over the comparable figures reported for the corresponding periods of 2005. The increases
were due principally to increased volume of policies written in the third quarter of 2006, as well
as the 25%-higher level of Wes-FICs participation in the hull and liability pools in the current
year.
Earned reinsurance premiums increased $2.9 million (37.2%) for the third quarter of 2006 and
$6.4 million (29.1%) for the first nine months, over those earned for the corresponding periods of
2005. The increases are attributable principally to the 25% increase in the percentage by which
Wes-FIC has participated in the hull and liability pools for 2006, and to the increase in the
volume of business written by the workers compensation
pool. Premiums are amortized into income ratably over the coverage period, and, therefore,
there is often a difference in the fluctuation in written premiums relative to earned premiums from
period to period.
Primary insurance premiums written decreased $0.4 million (7.7%) for the third quarter, and
$1.1 million (6.7%) for the first nine months of 2006, from the corresponding 2005 amounts. The
restructuring of KBSs reinsurance program at the beginning of 2006, at slightly higher costs, and
intensified price competition, were the principal factors responsible for the period-to-period
declines in primary insurance premiums written.
Primary insurance premiums earned were relatively unchanged for the third quarter and
nine-month periods of 2006 and 2005.
-14-
Management believes that underwriting gain or loss is an important measure of financial
performance of insurance companies. When stated as a percentage, the sum of insurance losses and
loss adjustment expenses, and underwriting expenses, divided by premiums, gives the combined ratio.
A combined ratio of less than 100% connotes an underwriting profit and a combined ratio of greater
than 100% connotes an underwriting loss. The ratio is figured on a pre-tax basis.
The combined ratios from reinsurance activities were 106.5% and 108.6% for the third quarters
of 2006 and 2005, and 86.2% and 78.4% for the respective nine-month periods. The underwriting
losses from reinsurance activities amounted to $0.7 million, before taxes, for each of the third
quarters of 2006 and 2005. For the nine-month periods of 2006 and 2005, pre-tax underwriting gains
from reinsurance activities were $4.0 million and $4.8 million. The figures for the 2006 periods
reflect the detrimental effects caused by the softening of premium rates, and increased claims
recorded in the third quarter, as well as higher volume of reinsurance underwriting due mainly to
the increased level of participation in the hull and liability contracts. The figures for the 2005
periods reflect estimated losses of $0.7 million, before taxes, related to Hurricane Katrina, which
struck the Gulf Coast of the United States in the third quarter.
Underwriting results from primary insurance have been favorable but have fluctuated from
period to period due principally to timing and volatility of losses incurred. Combined ratios from
primary insurance were 79.5% and 74.5% for the third quarters of 2006 and 2005, and 68.9% and 55.1%
for the respective nine-month periods.
Wescos insurers retain most of their business and cede modest amounts of business to
reinsurers; consequently, underwriting results may be volatile. Instead of paying reinsurers to
minimize risks associated with significant losses, management accepts volatility in underwriting
results provided the prospects of long-term underwriting profitability remain favorable.
The insurance segments income tax provision for the nine-month period ended September 30,
2005 benefited by $2.0 million relating to the resolution of an issue raised in an examination of a
prior year income tax return by the Internal Revenue Service, recorded in the first quarter.
Following is a summary of investment income produced by Wescos insurance segment (in
thousands of dollars).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
Sept. 30, |
|
|
Sept. 30, |
|
|
Sept. 30, |
|
|
Sept. 30, |
|
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
Investment income, before taxes |
|
$ |
21,813 |
|
|
$ |
14,310 |
|
|
$ |
60,829 |
|
|
$ |
39,440 |
|
Income taxes |
|
|
6,524 |
|
|
|
4,305 |
|
|
|
18,566 |
|
|
|
11,705 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment income, after taxes |
|
$ |
15,289 |
|
|
$ |
10,005 |
|
|
$ |
42,263 |
|
|
$ |
27,735 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment income of the insurance segment comprises dividends and interest earned principally
from the investment of shareholder capital (including reinvested earnings) as well as float
(principally premiums received before payment of related claims and expenses). Pre-tax investment
income for the third quarter and first nine months of 2006 increased $7.5 million (52.4%) and $21.4
million (54.2%), respectively, from the corresponding 2005 figures due principally to higher
interest rates earned on short-term investments in 2006. Management continues to seek to invest
cash balances in the purchase of businesses and in long-term equity holdings.
-15-
Furniture Rental Segment
The furniture rental segment consists of CORT Business Services Corporation (CORT).
Following is a summary of segment operating results. (Amounts are in thousands.)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
Sept. 30, |
|
|
Sept. 30, |
|
|
Sept. 30, |
|
|
Sept. 30, |
|
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Furniture rentals |
|
$ |
83,323 |
|
|
$ |
77,748 |
|
|
$ |
246,019 |
|
|
$ |
227,152 |
|
Furniture sales |
|
|
17,920 |
|
|
|
19,355 |
|
|
|
53,569 |
|
|
|
54,643 |
|
Apartment locator fees |
|
|
2,064 |
|
|
|
2,521 |
|
|
|
5,357 |
|
|
|
6,620 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
|
103,307 |
|
|
|
99,624 |
|
|
|
304,945 |
|
|
|
288,415 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of rentals, sales and fees |
|
|
26,225 |
|
|
|
27,037 |
|
|
|
76,817 |
|
|
|
76,177 |
|
Selling, general and administrative expenses |
|
|
64,059 |
|
|
|
64,229 |
|
|
|
191,057 |
|
|
|
188,872 |
|
Interest expense |
|
|
775 |
|
|
|
469 |
|
|
|
2,033 |
|
|
|
991 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
91,059 |
|
|
|
91,735 |
|
|
|
269,907 |
|
|
|
266,040 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
|
12,248 |
|
|
|
7,889 |
|
|
|
35,038 |
|
|
|
22,375 |
|
Income taxes |
|
|
4,603 |
|
|
|
903 |
|
|
|
13,757 |
|
|
|
6,058 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment net income |
|
$ |
7,645 |
|
|
$ |
6,986 |
|
|
$ |
21,281 |
|
|
$ |
16,317 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Furniture rental revenues for the third quarter of 2006 increased $5.6 million (7.2%) over
those of the third quarter of 2005, and increased $18.9 million (8.3%), for the first nine months,
over those of the first nine months of 2005. Excluding $7.8 million and $6.6 million of rental
revenues from trade shows and from locations not in operation throughout each of the three-month
periods, and $27.6 million and $22.5 million of similar revenues for each of the nine-month
periods, rental revenues for the third quarter of 2006 increased approximately 6.1% from those of
the 2005 quarter and 6.7% for the current nine-month period from those of the first nine months of
last year. The number of furniture leases at the end of the third quarter of 2006 was 5.4% lower
than the number at the end of the third quarter of 2005. Despite the decrease in number of
furniture
leases, attributable to several factors, including the temporary increase in
Hurricane-Katrina-related business in the third quarter of 2005, the average rental revenue per
unit leased increased 4.4% for the third quarter of 2006 over the corresponding figure for the
third quarter last year.
Furniture sales revenues for the third quarter of 2006 decreased $1.4 million (7.4%) from
those of the third quarter of 2005, and $1.1 million (2.0%) for the first nine months of 2006 from
those of the first nine months of 2005. Management continues to focus on the reduction of inventory
through clearance sales initiatives.
Apartment locator fees for the third quarter of 2006 decreased by $0.5 million (18.1%) from
those of the third quarter 2005. For the first nine months of 2006, fees decreased by $1.3 million
(19.1%) from those reported for the first nine months of 2005. The apartment locator operation has
been shifting to a web-based marketing model. During the transition, the locator business has seen
a number of its walk-in facilities replaced by a virtual internet process that allows clients to
search for apartments online. The reduction in apartment locator revenues during the transition has
been partially offset by a reduction in related costs and expenses.
-16-
Cost of rentals, sales and fees amounted to 25.4% and 25.2% of revenues for the third quarter
and first nine months of 2006, versus 27.1% and 26.4% for the corresponding periods of 2005. The
decrease in costs as a percentage of revenues in each of the 2006 periods was due principally to
revenue growth and improvement in revenue mix, with a larger percentage of revenue derived from
higher-margin furniture rentals than from retail sales. Costs of generating apartment locator fees
were $1.6 million for the third quarter and $4.6 million for the first nine months of 2006, versus
$1.9 million and $5.5 million for the comparable periods of 2005.
Selling, general, administrative and interest expenses (operating expenses) for the segment
were $64.8 million for the third quarter of 2006 and $193.1 million for the first nine months, up
slightly from the $64.7 million and $189.9 million for the comparable periods of 2005. Total
operating expenses increased moderately, due mainly to new marketing and technology initiatives,
offset somewhat by a reduction in expenses resulting from the transition of the apartment
locator-related operations and substantial improvements in occupancy expenses. Operating expenses
as a percentage of revenues decreased from 64.9% for the third quarter and 65.8% for the first nine
months of 2005 to 62.7% and 63.3% for the comparable periods of 2006.
Income before income taxes for the furniture rental segment amounted to $12.2 million for the
third quarter and $35.0 million for the first nine months of 2006, versus $7.9 million for the
third quarter and $22.4 million for the first nine months of 2005. The 54.4 % improvement in
pre-tax operating results for the third quarter of 2006, and the 56.6% improvement for the first
nine months, were due principally to the increase in revenues and the continued focus on the
management of operating expenses.
The furniture segments tax provision and net income for the quarter and nine-month period
September 30, 2005 benefited by $2.1 million relating to an adjustment of a prior year tax reserve.
Industrial Segment
Following is a summary of the results of operations of the industrial segment, which consists
of the businesses of Precision Steel Warehouse, Inc. and its subsidiaries. (Amounts are in
thousands.)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
Sept. 30, |
|
|
Sept. 30, |
|
|
Sept. 30, |
|
|
Sept. 30, |
|
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
Revenues |
|
$ |
15,771 |
|
|
$ |
15,439 |
|
|
$ |
49,056 |
|
|
$ |
46,391 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
$ |
449 |
|
|
$ |
313 |
|
|
$ |
1,859 |
|
|
$ |
1,447 |
|
Income taxes |
|
|
179 |
|
|
|
128 |
|
|
|
650 |
|
|
|
624 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment net income |
|
$ |
270 |
|
|
$ |
185 |
|
|
$ |
1,209 |
|
|
$ |
823 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-17-
Reference is made to pages 29 and 30 of Wescos 2005 Annual Report on Form 10-K for
information about Wescos industrial segment, including the challenges affecting the domestic steel
service industry since approximately 2000.
Industrial segment revenues for the third quarter of 2006 increased $0.3 million, or 2.2%,
over those reported for the third quarter of 2005, and $2.7 million, or 5.7%, for the first nine
months of 2006 over those reported for the comparable period of 2005. Of the increase in revenues
for the first nine months, $0.9 million was attributable to an extraordinarily large sale of
toolroom supplies to a single customer by Precision Steels Precision Brand Products subsidiary in
the first quarter. Excluding that transaction, segment revenues for the first nine months of 2006
increased by $1.8 million, or 3.8%, over those of the first nine months of 2005. Pounds of steel
products sold decreased by 1.7% for the third quarter, but increased by 4.5% for the first nine
months, as compared with those for the corresponding 2005 periods. Changes in the mix of products
sold in each period were principally responsible for the variations between these percentages.
As explained in Note 5 to the accompanying condensed consolidated financial statements,
Precision Steel and a subsidiary are involved in an environmental matter, the ultimate cost of
which is difficult to estimate. Segment operating results for the nine-month period ended
September 30, 2006 reflect a charge recorded in the second quarter for the estimated costs relating
to this matter of $0.8 million ($0.5 million, after taxes). Costs, net of insurance recoveries
relating to this matter, were insignificant in the third quarter of 2006 and in the 2005 periods.
Excluding the aforementioned litigation-related expense of $0.8 million recorded in the second
quarter of 2006, income before income taxes and net income of the industrial segment for the first
nine months of 2006 would have been approximately double the corresponding 2005 amounts. Pre-tax
and net income of the industrial segment is dependent not only on revenues, but also on operating
expenses and the cost of products sold. The latter, as a percentage of revenues, amounted to 84.4%
for the third quarter, and 82.3% for the first nine months of 2006, versus 84.7% and 83.8% for the
corresponding periods of 2005. The cost percentages typically fluctuate slightly from period to
period principally as a result of changes in product mix and price competition at all levels.
Conditions of the domestic steel service industry may have recently become more stable than in the
past few years; however, management is concerned that the business of the industrial segment may
revert to the difficult times that prevailed prior to 2004.
Unrelated to Business Segment Operations
Set forth below is a summary of items increasing Wescos consolidated net income that are
viewed by management as unrelated to the operations of the insurance, furniture rental and
industrial segments. (Amounts are in thousands.)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
Sept. 30, |
|
|
Sept. 30, |
|
|
Sept. 30, |
|
|
Sept. 30, |
|
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
Realized investment gains, before income tax effect |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
774 |
|
Income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
271 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Realized investment gains |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
503 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-18-
Realized gains and losses on Wescos investments have fluctuated in amount from period to
period, sometimes impacting consolidated earnings significantly. No gains or losses were realized
in the third quarter of 2005 or in the first nine months of 2006. Gains or losses, when they occur,
are classified by Wesco as nonsegment items; they tend to fluctuate in amount from period to
period, and their amounts and timing have no predictive or practical analytical value.
* * * * *
Wescos effective consolidated income tax rate typically fluctuates somewhat from period
to period for various reasons, such as the relation of dividend income, which is substantially
exempt from income taxes, to other pre-tax earnings or losses, which are generally fully taxable.
The respective income tax provisions, expressed as percentages of income before income taxes,
amounted to 33.0% and 24.0% for the quarters ended September 30, 2006 and September 30, 2005, and
33.9% and 27.3% for the respective nine-month periods. The effective income tax rate for the
quarter ended September 30, 2005 would have been 32.9% without the $2.1 million benefit recorded by
CORT in that quarter (see explanation in Furniture Rental Segment); the effective rate for the
nine-month period ended September 30, 2005 would have been 32.6% without that $2.1 million benefit
recorded by CORT and the $2.0 million benefit recorded by Wes-FIC in the first quarter (see
explanation in Insurance Segment).
OFF-BALANCE SHEET ARRANGEMENTS AND CONTRACTUAL OBLIGATIONS
Reference is made to page 32 of Item 7, Managements Discussion and Analysis of Financial
Condition and Results of Operations, of the Form 10-K Annual Report filed by Wesco for the year
ended December 31, 2005, for a table summarizing the contractual obligations associated with
ongoing business activities of Wesco and its subsidiaries, some of which are off-balance sheet, and
involve cash payments in periods after yearend 2005. At September 30, 2006, there have been no
material changes in contractual obligations, including off-balance sheet arrangements, of Wesco or
its subsidiaries from those reported as of December 31, 2005.
CRITICAL ACCOUNTING POLICIES AND PRACTICES
Reference is made to pages 32 to 34 of Item 7, Managements Discussion and Analysis of
Financial Condition and Results of Operations, of the Form 10-K Annual Report filed by Wesco for
the year ended December 31, 2005 for the accounting policies and practices considered by Wescos
management to be critical to its determination of consolidated financial position and results of
operations, as well as to Note 1 to Wescos consolidated financial statements appearing on pages 46
through 48 thereof for a description of the significant policies and practices followed by Wesco
(including those deemed critical) in preparing its consolidated financial statements. There have
been no changes in significant policies and practices through September 30, 2006.
FORWARD-LOOKING STATEMENTS
Certain representations of management stated in this report or elsewhere constitute
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of
1995, as contrasted with statements of historical fact. Forward-looking statements include
statements which are predictive in nature, or which depend upon or refer to future events or
conditions, or which include words such as expects, anticipates, intends, plans, believes,
estimates, may, or could, or which involve hypothetical events. Forward-looking statements are
based on information currently available and are subject to various risks and uncertainties that
could cause actual events or results to differ materially from those characterized as being likely
or possible to occur. Such statements should be considered judgments only, not guarantees, and
Wescos management assumes no duty, nor has it any specific intention, to update them.
-19-
Actual events and results may differ materially from those expressed or forecasted in
forward-looking statements due to a number of factors. The principal important risk factors that
could cause Wescos actual performance and future events and actions to differ materially from
those expressed in or implied by such forward-looking statements include, but are not limited to,
changes in market prices of Wescos significant equity investments, the occurrence of one or more
catastrophic events such as acts of terrorism, hurricanes, or other events that cause losses
insured by Wescos insurance subsidiaries, changes in insurance laws or regulations, changes in
income tax laws or regulations, and changes in general economic and market factors that affect the
prices of investment securities or the industries in which Wesco and its affiliates do business.
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, thereunto duly authorized.
|
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|
|
|
|
|
|
|
WESCO FINANCIAL CORPORATION |
|
|
|
|
|
|
|
|
|
|
|
Date: November 3, 2006
|
|
|
|
By:
|
|
/s/ Jeffrey L. Jacobson
Jeffrey L. Jacobson
|
|
|
|
|
|
|
|
|
Vice President and |
|
|
|
|
|
|
|
|
Chief Financial Officer |
|
|
|
|
|
|
|
|
(principal financial officer) |
|
|
-20-