e10vk
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2006 or
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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 |
(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 |
(Address of Principal Executive Offices)
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(Zip Code) |
(626) 585-6700
(Registrants Telephone Number, Including Area Code)
Securities registered pursuant to section 12(b) of the Act:
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Title of Each Class |
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Name of Each Exchange on Which Registered |
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Capital Stock, $1 par value
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American Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
(Title of Class)
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes o Noþ
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the
Exchange
Act. Yes o
No þ
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 if disclosure of delinquent filers
pursuant to Item 405 of
Regulation S-K is
not contained herein, and will not be contained, to the best of
registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this
Form 10-K or any
amendment to this
Form 10-K. þ
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, or a non-accelerated
filer. See definition of accelerated filer and large
accelerated filer in
Rule 12b-2 of the
Exchange Act.
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
The aggregate market value of voting and non-voting stock of the
registrant held by non-affiliates of the registrant as of
June 30, 2006 was: $510,234,000.
The number of shares outstanding of the registrants
Capital Stock as of March 2, 2007 was: 7,119,807.
DOCUMENTS INCORPORATED BY REFERENCE
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Title of Document |
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Parts of Form 10-K |
Proxy Statement for 2007
Annual Meeting of Shareholders
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Part III. Items 10, 11, 12, 13 and 14 |
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PART I
GENERAL
Wesco Financial Corporation (Wesco) was incorporated
in Delaware on March 19, 1959. Wesco engages in three
principal businesses through its direct or indirect wholly owned
subsidiaries:
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the insurance business, through Wesco-Financial Insurance
Company (Wes-FIC), which was incorporated in 1985
and engages in the property and casualty insurance business, and
The Kansas Bankers Surety Company (KBS), which was
incorporated in 1909, purchased by Wes-FIC in 1996 and provides
specialized insurance coverages for banks; |
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the furniture rental business, through CORT Business Services
Corporation (CORT), which traces its national
presence to the combination of five regional furniture rental
companies in 1972 and was purchased by Wesco in 2000; and |
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the steel service center business, through Precision Steel
Warehouse, Inc. (Precision Steel), which was begun
in 1940 and acquired by Wesco in 1979. |
Wescos operations also include, through another wholly
owned subsidiary, MS Property Company (MS Property),
management of owned commercial real estate in downtown Pasadena,
California. MS Property began its operations in late 1993, upon
transfer to it of real properties previously owned by Wesco and
by a former savings and loan subsidiary of Wesco.
Since 1973, Wesco has been 80.1%-owned by Blue Chip Stamps
(Blue Chip), a wholly owned subsidiary of Berkshire
Hathaway Inc. (Berkshire). Thus, Wesco and its
subsidiaries are controlled by Blue Chip and Berkshire. All of
these companies may also be deemed to be controlled by Warren E.
Buffett, who is Berkshires Chairman and Chief Executive
Officer and economic owner of 29.5% of its stock. Wescos
Chairman, President and Chief Executive Officer, Charles T.
Munger, is also Vice Chairman of Berkshire, and consults with
Mr. Buffett with respect to Wescos investment
decisions, major capital allocations, and the selection of the
chief executives to head each of its operating businesses,
subject to ultimate approval of Wescos Board of Directors.
Wescos activities fall into three business
segments insurance, furniture rental and industrial.
The insurance segment consists of the operations of Wes-FIC and
KBS. The furniture rental segment consists of the operations of
CORT. The industrial segment comprises Precision Steels
steel service center and other operations. Wesco is also engaged
in several activities not identified with the three business
segments, including investment activity unrelated to the
insurance segment, MS Propertys real estate activities,
and parent company activities.
INSURANCE SEGMENT
Wes-FIC was incorporated in 1985 to engage in the property and
casualty insurance and reinsurance business. Its insurance
operations are managed by National Indemnity Company
(NICO), which is headquartered in Omaha, Nebraska.
To simplify discussion, the term Berkshire Insurance
Group refers to NICO, General Reinsurance Corporation, and
certain other wholly owned insurance subsidiaries of Berkshire,
although Berkshire also includes in its insurance group the
insurance subsidiaries that are 80.1%-owned through
Berkshires ownership of Wesco.
Wes-FICs high statutory net worth (about $2.3 billion
at December 31, 2006) has enabled Berkshire to offer
Wes-FIC the opportunity to participate, from time to time, in
contracts in which Wes-FIC effectively has reinsured certain
property and casualty risks of unaffiliated property and
casualty insurers. These arrangements have included
excess-of-loss
contracts such as super-catastrophe reinsurance
contracts which subject the reinsurer to especially large
amounts of losses from mega-catastrophes such as hurricanes or
earthquakes. Super-catastrophe policies, which indemnify the
ceding companies for all or part of covered losses in excess of
large, specified retentions, have
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been subject to aggregate limits. Wes-FIC has also been party to
quota-share reinsurance, under which it shares in
premiums and losses proportionately with the ceding company.
Wescos board of directors has authorized automatic
acceptance of retrocessions of super-catastrophe reinsurance
offered by the Berkshire Insurance Group provided the following
guidelines and limitations are complied with: (1) in order
not to delay the acceptance process, the retrocession is to be
accepted without delay in writing in Nebraska by agents of
Wes-FIC who are salaried employees of the Berkshire Insurance
Group; (2) any ceding commission received by the Berkshire
Insurance Group cannot exceed 3% of premiums, which is believed
to be less than the Berkshire Insurance Group could get in the
marketplace; (3) Wes-FIC is to assume 20% or less of the
total risk; (4) the Berkshire Insurance Group must retain
at least 80% of the identical risk; and (5) the aggregate
premiums from this type of business in any twelve-month period
cannot exceed 10% of Wes-FICs net worth. Occasionally, the
Berkshire Insurance Group will also have an upper-level
reinsurance interest with interests different from
Wes-FICs, particularly in the event of one or more large
losses. Although Wes-FIC has no active super-catastrophe
reinsurance contracts in force, Wes-FIC may have opportunities
to participate in such business from time to time in the future.
Following are some of the more significant reinsurance
arrangements in which Wes-FIC has participated in recent years:
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A quota-share agreement entered into in 1985 whereby Wes-FIC
effectively reinsured through the Berkshire
Insurance Group, as intermediary-without-profit 2%
of essentially all insurance business of a major property and
casualty insurer written during a four-year coverage period that
expired in 1989. Wes-FIC remains liable for its share of
remaining unpaid losses and loss adjustment expenses. |
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A multi-year, quota-share arrangement, entered into in 2000
through NICO, as intermediary without profit, for participation
in a pool of certain property and casualty risks written by a
large, unaffiliated insurer. For 2003 and through the
contracts commutation (termination) in the latter part of
2004, Wes-FIC participated to the extent of 6% in the pool. The
terms of this arrangement were identical to those accepted by a
member of the Berkshire Insurance Group, except as to the amount
of the participation. As a result of the commutation of the
contract, Wes-FIC is no longer liable for any claims or losses,
or for adjustments to losses previously recorded, under the
contract. |
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Participation, since 2001, in several risk pools managed by a
subsidiary of General Reinsurance Corporation, a Berkshire
Insurance Group member, covering principally hull, liability and
workers compensation exposures, relating to the aviation
industry. In the more recent years, Wes-FICs participation
has been as follows: for 2003 and 2004, to the extent of 10% in
the hull and liability pools; for 2005, 10% of the hull and
liability pools and 5% of the workers compensation pool;
and, for 2006, 12.5% of the hull and liability pools and 5% of
the workers compensation pool. For 2007, the participation
in the hull and liability pools has increased to 16.67%. Another
General Reinsurance Corporation subsidiary provides a portion of
the upper-level reinsurance protection to these aviation risk
pools, and therefore to Wes-FIC, on terms that could cause some
conflict of interest under certain conditions, such as in
settling a large loss. Wes-FICs exposure to detrimental
effects, however, is mitigated because a senior manager of NICO
who represents the membership interests of Wes-FIC, and
unrelated pool members representing an additional 75% of the
hull and liability pools and 90% of the workers
compensation pool who have the same exposures to this potential
conflict of interest, has access to information regarding
significant losses and thus is able to address conflict issues
that might arise. |
Wes-FIC is also licensed to write direct, or
primary insurance business (as distinguished from
reinsurance) in Nebraska, Utah and Iowa, and may write such
insurance in the non-admitted excess and surplus lines market in
several other states, but the volume written to date has been
minimal.
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In 1996, Wes-FIC purchased 100% of KBS. KBS, which writes
primary insurance, provides specialized insurance coverage to
more than 20% of the banks in the United States, mostly small
and medium-sized banks in the Midwest. It is licensed to write
business in 37 states. Its product line for financial
institutions includes policies for crime insurance, check kiting
fraud indemnification, Internet banking catastrophe theft
insurance, directors and officers liability, bank employment
practices, and bank insurance agents professional errors and
omissions indemnity, as well as deposit guaranty bonds which
insure deposits in excess of federal deposit insurance limits.
KBS purchases reinsurance for indemnification against large
losses. For several years, through 2005, 50% of a layer of loss
exposure was ceded to an unaffiliated reinsurer and the other
50% to the Berkshire Insurance Group, on identical terms. A
second layer was reinsured 70% with the same non-affiliate and
30% was retained by KBS. Effective in 2006, the
unaffiliated reinsurer declined to renew its contract with KBS.
As a result, the Berkshire Insurance Group now reinsures the
entire first layer of exposure itself. Another layer is
35%-retained by KBS and the other 65% is reinsured by the
Berkshire Insurance Group at market prices. In 2006, premiums of
$3.3 million were ceded to the Berkshire Insurance Group
and incurred reinsured losses of $800,000 were allocated to it.
In recent years, KBS has retained a greater proportion of the
risks it has underwritten. By retaining a larger amount of risk
than in the past, Wesco seeks satisfactory operating results
over the long term in return for greater short-term volatility.
KBS markets its products in some states through exclusive,
commissioned agents, and directly to insureds in other states.
Inasmuch as the number of small Midwestern banks is declining as
the banking industry consolidates, KBS relies for growth on an
extraordinary level of service provided by its employees and
agents, and on products such as deposit guaranty bonds, which
were introduced in 1993 and currently account for approximately
48 percent of premiums written.
A significant marketing advantage enjoyed by the Berkshire
Insurance Group, including Wescos insurance segment, is
the maintenance of exceptional capital strength. The combined
statutory surplus of Wescos insurance businesses totaled
approximately $2.3 billion at December 31, 2006. This
capital strength creates opportunities for Wes-FIC to
participate in reinsurance and insurance contracts not
necessarily available to many of its competitors.
Management of Wesco believes that an insurer in the reinsurance
business must maintain a large net worth in relation to annual
premiums in order to remain solvent when called upon to pay
claims when a loss occurs. In this respect, Wes-FIC and KBS are
competitively well positioned, inasmuch as their net premiums
written for calendar 2006 amounted to only 2% of their combined
statutory surplus, compared to an industry average of 100% based
on figures reported for 2005 by A.M. Best Company, a nationally
recognized statistical rating organization for the insurance
industry. Standard & Poors Corporation, in
recognition of Wes-FICs strong competitive position as a
member of the Berkshire Insurance Group and its unusual capital
strength, has assigned its highest rating, AAA, to
Wes-FICs claims-paying ability. This rating recognizes the
commitment of Wes-FICs management to a disciplined
approach to underwriting, conservative reserving, and
Wes-FICs extremely strong capital base.
Insurance companies are subject to regulation by the departments
of insurance of the various states in which they write policies
as well as the states in which they are domiciled and, in the
case of KBS, because of its business of insuring banks, by the
Department of the Treasury. Regulations relate to, among other
things, capital requirements, shareholder and policyholder
dividend restrictions, reporting requirements, annual audits by
independent accountants, periodic regulatory examinations and
limitations on the risk exposures that can be retained, as well
as the size and types of investments that can be made.
Because it is operated by NICO, Wes-FIC has no employees of its
own. KBS has 18 employees.
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FURNITURE RENTAL SEGMENT
CORT is the largest, and only national, provider of rental
furniture, accessories and related services in the
rent-to-rent
(as opposed to
rent-to-own)
segment of the furniture industry. CORT rents high-quality
furniture to corporate and individual customers who desire
flexibility in meeting their temporary office, residential or
trade show furnishing needs, and who typically do not seek to
own such furniture. In addition, CORT sells previously rented
furniture through company-owned clearance centers, thereby
enabling it to regularly renew its inventory and update styles.
CORTs network of facilities (in 34 states and the
District of Columbia) comprises 87 showrooms, 78 clearance
centers and 74 warehouses, as well as nine websites, including
www.cort.com.
CORTs
rent-to-rent business
is differentiated from
rent-to-own businesses
primarily by the terms of the rental arrangements and the type
of customer served.
Rent-to-rent customers
generally desire high-quality furniture to meet temporary needs,
have established credit, and pay on a monthly basis. Typically,
these customers do not seek to acquire the property on a
permanent basis. In a typical
rent-to-rent
transaction, the customer agrees to rent furniture for a minimum
of three months, subject to extension by the customer on a
month-to-month basis.
By contrast,
rent-to-own
arrangements are generally made by customers lacking established
credit whose objective is the eventual ownership of the
property. These transactions are typically entered into on a
month-to-month basis
and may require weekly rental payments.
CORTs customer base includes primarily Fortune
500 companies, small businesses, professionals, and owners
and operators of apartment communities. CORTs management
believes its size, national presence, brand awareness,
consistently high level of customer service, product quality,
breadth of selection, depth and experience of management, and
efficient clearance centers have been key contributors to the
companys success. CORT offers a wide variety of office and
home furnishings, including commercial panel systems,
televisions, housewares and accessories. CORT emphasizes its
ability to furnish an apartment, home or entire suite of offices
with high-quality furniture, housewares and accessories in two
business days. CORTs objective is to build upon these core
competencies and competitive advantages to increase revenues and
market share. Key to CORTs growth strategies are:
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expanding its commercial customer base; |
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enhancing its ability to capture an increasing number of
Internet customers through its on-line catalog and other web
services; |
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making selective acquisitions; and |
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continuing to develop various products and services. |
In order to capitalize on the significant profit potential
available from longer average rental periods and the higher
average monthly rent typically available for office products,
CORTs strategy is to place greater emphasis on rentals of
office furniture than on residential furniture. In order to
promote longer office lease terms, CORT offers lower rates on
leases when lease terms exceed six months. A significant portion
of CORTs residential furniture rentals are derived from
corporate relocations and temporary assignments, as new and
transferred employees of CORTs corporate customers enter
into leases for residential furniture. Thus, CORT offers its
corporate rental customers a way to reduce the costs of
corporate relocation and travel while developing residential
business with new and transferred employees. CORT also provides
short-term rentals for trade shows and conventions. Its
www.corttradeshow.com website assists in providing information
to and gathering leads from prospects.
Following four years of disappointing results, CORT began to see
improved profitability in 2004. This trend continued through
2006, with increased lease pricing and improved gross margins
outpacing a decline in the number of outstanding leases in each
of the past two years. The furniture rental business is
dependent on economic cycles. We are hopeful that the recent
softening of the housing sector is not a precursor of a
weakening of the furniture rental business. Because CORT has
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made several selective acquisitions since it was purchased by
Wesco, it is believed that CORT is now well positioned to
benefit from domestic job growth and any corresponding economic
expansion.
CORT provides a nation-wide apartment locator service through
its websites (www.cortline.com, www.relocationcentral.com and
www.apartmentsearch.com) customer call centers and walk-in
locations. The apartment locator service, which was begun in
2001 as CORTs Relocation Central Corporation subsidiary
and marketed to individuals, has not operated profitably since
inception. In order to trim operating costs, its operations were
reorganized and, by yearend 2004, absorbed into CORTs.
CORTs apartment locator service, which was originally
intended mainly to lead to increased furniture rentals, now
relies more on internet traffic and less on walk-in locations.
In consideration of its national presence and expertise in
filling a need of the business community, late in 2006 CORT
began marketing its relocation service, designed specifically
for renters, to Fortune 2000 companies as a comprehensive,
seamless solution to their employee-relocation needs. In
addition to providing rental furniture, CORT provides assistance
with all aspects of employee rental-related relocations, from
guiding city tours, to arranging for movers, locating temporary
or long-term housing, assisting with settling in and other
ancillary services. Through its network of foreign contacts,
CORT also provides such services internationally. Although the
relocation business is competitive, it is believed that CORT is
well positioned to expand these services due not only to its
national presence and liquidity, but also because the business
reputation of Berkshire Hathaway, its ultimate parent, gives it
entrée into the offices of many prospective customers, and
thus a competitive advantage.
The rent-to-rent
segment of the furniture rental industry is highly competitive.
There are several large regional competitors, as well as a
number of smaller regional and local
rent-to-rent
competitors. In addition, numerous retailers offer residential
and office furniture under
rent-to-own
arrangements. It is believed that the principal competitive
factors in the furniture rental industry are product value,
furniture condition, the extent of furniture selection, terms of
the rental agreement, speed of delivery, exchange privileges,
options to purchase, deposit requirements and customer service.
The majority of CORTs furniture sales revenue is from its
clearance center sales. The remaining furniture sales revenue is
derived principally from lease conversions and sales of new
furniture. The sale of previously leased furniture allows CORT
to control inventory quantities and to maintain inventory
quality at showroom level. On the average, furniture is
typically sold through the clearance centers three years after
its initial purchase. With respect to sales of furniture through
its clearance centers, CORT competes with numerous new and used
furniture retailers, some of which are larger than CORT. Wesco
management believes that price and value are CORTs
principal competitive advantages in this activity.
CORT has approximately 2,400 full-time employees, including
61 union members. Management considers labor relations to be
good.
INDUSTRIAL SEGMENT
Precision Steel and one of its subsidiaries operate steel
service centers in the Chicago and Charlotte metropolitan areas.
The service centers buy stainless steel, low carbon sheet and
strip steel, coated metals, spring steel, brass, phosphor
bronze, aluminum and other metals, cut these metals to order,
and sell them to a wide variety of customers.
The service center business is highly competitive. Precision
Steels annual sales volume of approximately 23 thousand
tons of flat rolled products compares with the domestic steel
service industrys annual volume of approximately
13 million tons of comparable products. Precision Steel
competes not only with other service centers but also with mills
that supply metal to the service centers. Sales competition
exists in the areas of price, quality, availability and speed of
delivery. Because it is willing to sell in relatively small
quantities, Precision Steel has been able to compete in
geographic areas distant from its service center facilities.
Competitive pressure has been intensified by
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imports, a shift to production abroad and an increasing tendency
of domestic manufacturers to use less costly materials in making
parts.
Precision Brand Products, Inc. (Precision Brand), a
wholly owned subsidiary of Precision Steel that is also located
in the Chicago area, manufactures shim stock and other toolroom
specialty items, and distributes a line of hose clamps and
threaded rod. These products are sold under the Precision Brand
and DuPage names nationwide, generally through industrial
distributors. This business is highly competitive, and Precision
Brands sales represent a very small share of the market.
Steel service raw materials are obtained principally from major
domestic steel mills, and their availability had generally been
good until approximately three years ago, when the market
drifted into near chaos caused by shortages. Consolidation and
downsizing at the mill level, coupled with unanticipated demand
for steel due to a higher level of manufacturing activity,
resulted in extended mill lead times and limitations placed on
order quantities by the producing mills. Although conditions
have recently become less difficult, Precision Steels
service centers maintain extensive inventories in order to meet
customer demand for prompt deliveries; typically, processed
metals are delivered to the customer within one or two weeks.
Precision Brand normally maintains inventories adequate to allow
for off-the-shelf
service to customers within 24 hours.
The industrial segment businesses are subject to economic cycles
and other factors. These businesses are not dependent on a few
large customers. The backlog of steel service orders decreased
to $4.1 million at December 31, 2006 from
$6.0 million at December 31, 2005. The 2005 figure
included an extraordinarily high $0.9 million order for
industrial supplies shipped early in 2006 to a customer of
Precision Brand.
There are 202 full-time employees engaged in the industrial
segment businesses, 40% of whom are members of unions.
Management considers labor relations to be good.
ACTIVITIES NOT IDENTIFIED WITH A BUSINESS SEGMENT
Certain of Wescos activities are not identified with any
business segment. These include investment activity unrelated to
the insurance segment, management of owned commercial real
property, a portion of which it is redeveloping, and parent
company activities.
Six full-time employees are engaged in the activities of Wesco
and MS Property.
AVAILABLE INFORMATION
Wescos
Forms 10-K, 10-Q
and 8-K, and
amendments thereto, may be accessed soon after they are
electronically filed with the Securities and Exchange Commission
(SEC), through Wescos website,
www.wescofinancial.com, or the SECs website, www.sec.gov.
Item 1A. Risk Factors
In addition to the factors affecting specific business
operations identified in connection with the description of
these operations and their financial results elsewhere in this
report, the most significant factors affecting Wescos
operations are listed below. These factors could cause
Wescos actual results to differ materially from the
forward-looking and other statements contained in this report
and in the other periodic reports and other filings Wesco makes
with the SEC, as well as in news releases, annual reports and
other communications that Wesco makes from time to time.
An investment in Wesco is not an investment in Berkshire
Hathaway.
From time to time there is an erroneous report by an analyst or
reporter that an investor wishing to purchase Berkshire Hathaway
common stock can simply purchase shares of Wesco stock at a
lower price. Berkshire Hathaway is the parent of Wesco.
Wescos operations differ significantly from those of
Berkshire Hathaway, and its shares may trade at a significantly
different price relative to its intrinsic
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value than do those of Berkshire Hathaway. In addition to the
risk factors affecting Wescos operations, Berkshire
Hathaway has risk factors of its own. Investors wishing to
invest in shares of Berkshire Hathaway cannot do so by
purchasing Wesco shares. They should carefully read Berkshire
Hathaways published financial statements and filings with
the SEC.
Wesco is dependent for its investment and all other
capital allocation decisions on a few key people.
Investment decisions and all other capital allocation decisions
are made for Wescos businesses by Charles T. Munger,
Chairman of the Board of Directors, President and CEO of Wesco,
and Vice Chairman of the Board of Directors of Berkshire
Hathaway, age 83, in consultation with Warren E. Buffett,
Chairman of the Board of Directors and CEO of Berkshire
Hathaway, age 76. If for any reason the services of those
key personnel, particularly Mr. Buffett, were to become
unavailable to Wesco, there could be a materially adverse effect
on the Company. However, Berkshires Board of Directors has
identified three current Berkshire subsidiary managers who are
capable of being CEO of Berkshire, Wescos parent company.
Berkshires Board has agreed on a replacement for
Mr. Buffett should a replacement be needed currently. Its
Board continually monitors this matter and could alter its
current view in the future. Management of Wesco believes that
the Berkshire Boards succession plan mitigates this risk.
Unless Wesco can reinvest a large amount currently
invested in cash equivalents at attractive returns, future
returns on shareholders equity will probably be less than
those of the past.
Wescos consolidated balance sheet reflects total assets of
$3.0 billion as of yearend 2006. Of that amount, more than
$1 billion has been invested in cash equivalents and
fixed-maturity investments since early in 2003. Unless those
funds can be attractively reinvested in acquisitions, equity
securities or other long-term instruments of the type that have
been principally responsible for the long-term growth of
Wescos shareholders equity, future returns on
shareholders equity will probably be less than those of
the past. Due to the current size of Wesco and its parent,
Berkshire Hathaway, Wescos opportunities for growing
shareholders equity are unlikely to be as attractive as in
the past.
Wescos Wes-FIC subsidiary is dependent upon the
Berkshire Insurance Group for its management and personnel, and
for opportunities to participate with the Group in reinsurance
contracts representing essentially the entirety of its
reinsurance business, as well as a significant portion of its
insurance business to date.
Since the incorporation of Wes-FIC in 1985, its insurance and
reinsurance business, other than that conducted by its Kansas
Bankers Surety subsidiary, has been limited principally to
participation with members of the Berkshire Insurance Group in
contracts for the reinsurance of risks of unaffiliated property
and casualty insurance companies. Wes-FICs operations are
managed by National Indemnity Company, a member of the Berkshire
Insurance Group; it has no employees of its own. In the event
the Berkshire Insurance Group were to cease operating
Wes-FICs business or to significantly curtail
Wes-FICs participation with it in reinsurance contracts,
Wes-FIC would be required to look elsewhere for personnel who
would conduct and manage its operations, and/or seek to continue
its insurance business in a different manner, possibly by
acquisition. Inasmuch as Wesco and its subsidiaries, including
Wes-FIC, are also subsidiaries of Berkshire Hathaway through
Berkshire Hathaways 80.1%-ownership of Wesco, Wesco does
not foresee a time when Berkshire Hathaway would not continue
operating its insurance business.
Wescos tolerance for risk in its insurance
businesses may result in a high degree of volatility in periodic
reported earnings.
Wes-FIC participates with members of the Berkshire Insurance
Group in certain reinsurance contracts in which significant risk
is periodically assumed. The Berkshire Insurance Group has
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indicated that it continues to be willing to assume more risk
than any other insurer has knowingly taken on. Although
Wes-FICs reinsurance currently in force does not subject
it to super-catastrophe risks, it has procedures in place for
the immediate acceptance of participations in catastrophic
excess of loss reinsurance, which could subject it to large
amounts of losses from mega-catastrophes such as hurricanes or
earthquakes, if offered to it by the Berkshire Insurance Group,
so long as the Berkshire Insurance Group participates in such
reinsurance activities to a greater degree. The tolerance for
significant losses may in certain future periods result in
significant losses. This policy may result in a high degree of
volatility in Wescos periodic reported earnings.
The degree of estimation error inherent in the process of
estimating property and casualty insurance loss reserves may
result in a high degree of volatility in periodic reported
earnings.
In the insurance business, premiums are charged today for
promises to pay covered losses in the future. The principal cost
associated with premium revenue is claims. However, it will
literally take decades before all losses that have occurred as
of the balance sheet date will be reported and settled. Although
Wesco believes that loss reserve balances are adequate to cover
losses, Wesco will not truly know whether the premiums charged
for the coverages provided are sufficient until well after the
balance sheet date. Wescos objective is to generate
underwriting profits over the long term. Estimating insurance
claim costs is inherently imprecise. Wescos reserve
estimates are subject to revision, so adjustments to reserve
estimates can have a material effect on periodic reported
earnings.
Wescos insurance subsidiaries investments are
unusually concentrated.
Compared to other insurers, Wescos insurance subsidiaries
may keep an unusually high percentage of their assets in common
stocks and diversify their portfolios far less than is
conventional. A significant decline in the stock market or in
the price of major investees could produce a large decrease in
Wescos shareholders equity, and could precipitate
recognition of such losses in the statement of earnings.
Decreases in values of equity investments could have a
materially adverse effect on Wescos book value per share,
and could affect the price at which Wesco shares are traded.
Each of Wescos operating businesses faces intense
competitive pressures.
Each of Wescos operating businesses faces intense
competitive pressures within its respective market. While
Wescos businesses are managed with the objective of
achieving sustainable growth over the long term through
developing and strengthening competitive advantages, many
factors, including market changes and technology, could erode or
impede those competitive advantages.
The property and casualty insurance industry is highly
competitive. Many insurers price their business more to provide
immediate cash flow than profitability. Competition occurs not
only with respect to price, but also to service, the ability to
adapt to meet needs of customers as changes occur, reputation,
and often, the need to satisfy customers expectations that
insurers have sufficient capital strength to ensure that they
will be viable when called upon to pay large losses in the
future. Because of the disciplined underwriting standards of the
Berkshire Insurance Group, Wes-FIC does not enter into insurance
or reinsurance activities that do not provide the expectation of
acceptable underwriting profitability. Thus, the volume of
written premiums will continue to vary significantly from period
to period.
CORT competes not only with regional and local furniture rental
businesses, but also with furniture businesses offering
lease purchase or
rent-to-own
programs, as well as with national, regional and local furniture
retailers. Competitive factors include price, furniture style
and condition, lease terms, speed of delivery and overall
customer service.
Precision Steels annual sales volume is a small fraction
of the domestic steel service industrys. Precision Steel
competes not only with other service centers, but also with
mills that supply metal to the service centers. Sales
competition exists in the areas of price, quality, availability,
speed of delivery, and customer service. Competitive pressure
has been intensified by imports, a shift to
17
production abroad and an increasing tendency of domestic
manufacturers to use less costly materials in making products.
Precision Steels subsidiarys toolroom specialty
business also faces strong competition, mainly based on price.
In addition to the foregoing risk factors inherent in
Wescos operations, Wescos shareholders face a market
liquidity risk because the daily trading volume of Wescos
shares on the American Stock Exchange is relatively low.
In addition to the risks facing Wesco in its business
operations, investors wishing to purchase or sell shares of its
capital stock face market price risks because the daily AMEX
trading volume of Wescos shares is relatively low. An
order for the purchase or sale of a large number of Wesco shares
could significantly affect the price at which the order is
executed.
|
|
Item 1B. |
Unresolved Staff Comments |
None.
CORT leases 16,212 square feet of office space in a
multistory office building in Fairfax, Virginia, which it uses
as its headquarters under a lease which will expire in 2012.
CORT carries out its rental, sales and warehouse operations in
metropolitan areas in 32 states and the District of
Columbia through 167 facilities, of which 18 were owned and the
balance leased as of December 31, 2006. The leased
facilities lease terms expire at dates ranging from 2007
to 2017. CORT has generally been able to extend expiration dates
of its leases or obtain suitable alternative facilities on
satisfactory terms. As leases expire, CORT has been eliminating
redundant locations and decreasing the size of its showrooms,
which as of yearend 2006 ranged in size from 2,500 to
10,388 square feet of floor space. Where locations are
desirable, its management has been attempting to combine rental,
clearance and warehouse operations rather than retain separate
showrooms, because business and residential customers have been
increasingly using the Internet. CORT regularly reviews the
presentation and appearance of its furniture showrooms and
clearance centers and periodically improves or refurbishes them
to enhance their attractiveness to customers.
MS Property owns a business block in Pasadena, California
situated between the city hall and a large shopping mall. The
blocks improvements include a nine-story office building
that was constructed in 1964 and has approximately
125,000 square feet of net rentable area, and a multistory
garage with space for 420 vehicles. Of the 125,000 square
feet of space in the office building, approximately
5,000 square feet are used by MS Property or leased to Blue
Chip or Wesco at market rental rates. The remaining space is
almost fully leased to outside parties, including Citibank (the
ground floor tenant), law firms and others, under agreements
expiring at dates extending to 2017. Adjacent to the building
and garage is a parcel on which MS Property is nearing
completion of a multi-story,
28-unit, luxury
condominium building. MS Property is seeking city approval of
its plans to build another multi-story luxury condominium
building on a vacant parcel of land it owns in the next block.
MS Property also owns several buildings that are leased to
various small businesses in a small shopping center in Southern
California.
Wes-FICs place of business is the Omaha, Nebraska
headquarters office of NICO.
KBS leases 5,100 square feet of office space in a
multistory office building in Topeka, Kansas under a lease that
expires June 30, 2012.
Precision Steel and its subsidiaries own three buildings housing
their plant and office facilities, with usable area
approximately as follows: 138,000 square feet in Franklin
Park, Illinois; 63,000 square feet in Charlotte, North
Carolina; and 59,000 square feet in Downers Grove, Illinois.
18
|
|
Item 3. |
Legal Proceedings |
Wesco and its subsidiaries are not involved in any legal
proceedings that are expected to result in detrimental financial
impact material to its shareholders equity. However, see
Note 10 to the accompanying consolidated financial
statements for an explanation of an environmental matter
involving Precision Steel and one of its subsidiaries that could
materially impact consolidated net income in any given fiscal
period.
|
|
Item 4. |
Submission of Matters to a Vote of Security Holders |
None.
PART II
|
|
Item 5. |
Market for Registrants Common Equity, Related
Shareholder Matters and Issuer Repurchases of Equity
Securities |
Throughout 2006, Wescos capital stock was listed on the
American Stock Exchange and on the NYSE Arca Exchange
(previously, the Pacific Exchange). Effective as of yearend
2006, in order to reduce duplicative administrative burdens and
costs, Wesco withdrew its shares from listing on the NYSE Arca
Exchange.
The following table sets forth quarterly ranges of composite
prices for American Stock Exchange trading of Wesco shares for
2006 and 2005, based on data reported by the American Stock
Exchange, as well as cash dividends paid by Wesco on each
outstanding share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 | |
|
2005 | |
|
|
| |
|
| |
|
|
Sales Price | |
|
|
|
Sales Price | |
|
|
|
|
| |
|
Dividends | |
|
| |
|
Dividends | |
Quarter Ended |
|
High | |
|
Low | |
|
Paid | |
|
High | |
|
Low | |
|
Paid | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
March 31
|
|
$ |
411 |
|
|
$ |
377 |
|
|
$ |
0.365 |
|
|
$ |
405 |
|
|
$ |
369 |
|
|
$ |
0.355 |
|
June 30
|
|
|
408 |
|
|
|
361 |
|
|
|
0.365 |
|
|
|
388 |
|
|
|
341 |
|
|
|
0.355 |
|
September 30
|
|
|
437 |
|
|
|
367 |
|
|
|
0.365 |
|
|
|
360 |
|
|
|
330 |
|
|
|
0.355 |
|
December 31
|
|
|
505 |
|
|
|
429 |
|
|
|
0.365 |
|
|
|
395 |
|
|
|
339 |
|
|
|
0.355 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1.460 |
|
|
|
|
|
|
|
|
|
|
$ |
1.420 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
There were approximately 440 shareholders of record of
Wescos capital stock as of the close of business on
February 14, 2007. It is estimated that approximately 6,000
additional Wesco shareholders held shares of Wescos
capital stock in street name at that date.
Wesco did not purchase any of its own equity securities during
2006.
19
|
|
Item 6. |
Selected Financial Data |
Set forth below and on the following page are selected
consolidated financial data for Wesco and its subsidiaries. For
additional financial information, attention is directed to
Wescos audited 2006 consolidated financial statements
appearing elsewhere in this report. (Amounts are in thousands
except for amounts per share.)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, | |
|
|
| |
|
|
2006 | |
|
2005 | |
|
2004 | |
|
2003 | |
|
2002 | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$ |
1,257,351 |
|
|
$ |
1,194,113 |
|
|
$ |
1,161,163 |
|
|
$ |
1,052,462 |
|
|
$ |
349,812 |
|
|
Investments
Securities with fixed maturities
|
|
|
81,861 |
|
|
|
74,441 |
|
|
|
94,299 |
|
|
|
167,390 |
|
|
|
827,537 |
|
|
|
Marketable equity securities
|
|
|
1,040,550 |
|
|
|
884,673 |
|
|
|
759,658 |
|
|
|
754,634 |
|
|
|
626,768 |
|
|
Accounts receivable
|
|
|
60,386 |
|
|
|
53,987 |
|
|
|
46,007 |
|
|
|
60,168 |
|
|
|
67,425 |
|
|
Rental furniture
|
|
|
182,846 |
|
|
|
187,572 |
|
|
|
171,983 |
|
|
|
163,699 |
|
|
|
187,480 |
|
|
Goodwill of acquired businesses
|
|
|
266,607 |
|
|
|
266,607 |
|
|
|
266,607 |
|
|
|
266,607 |
|
|
|
266,203 |
|
|
Other assets
|
|
|
80,704 |
|
|
|
67,118 |
|
|
|
71,818 |
|
|
|
73,435 |
|
|
|
81,750 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$ |
2,970,305 |
|
|
$ |
2,728,511 |
|
|
$ |
2,571,535 |
|
|
$ |
2,538,395 |
|
|
$ |
2,406,975 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Insurance losses and loss adjustment expenses
Affiliated business
|
|
$ |
29,761 |
|
|
$ |
19,697 |
|
|
$ |
14,910 |
|
|
$ |
67,416 |
|
|
$ |
50,299 |
|
|
|
Unaffiliated business
|
|
|
48,549 |
|
|
|
42,283 |
|
|
|
41,252 |
|
|
|
35,110 |
|
|
|
22,766 |
|
|
Unearned insurance premiums
Affiliated business
|
|
|
14,062 |
|
|
|
12,301 |
|
|
|
14,118 |
|
|
|
8,646 |
|
|
|
23,115 |
|
|
|
Unaffiliated business
|
|
|
15,298 |
|
|
|
16,092 |
|
|
|
11,223 |
|
|
|
20,347 |
|
|
|
25,566 |
|
|
Deferred furniture rental income and security deposits
|
|
|
20,440 |
|
|
|
22,204 |
|
|
|
20,358 |
|
|
|
19,835 |
|
|
|
21,562 |
|
|
Accounts payable and accrued expenses
|
|
|
48,258 |
|
|
|
52,587 |
|
|
|
51,501 |
|
|
|
48,931 |
|
|
|
45,122 |
|
|
Notes payable
|
|
|
38,200 |
|
|
|
42,300 |
|
|
|
29,225 |
|
|
|
12,679 |
|
|
|
32,481 |
|
|
Income taxes payable, principally deferred
|
|
|
355,399 |
|
|
|
290,615 |
|
|
|
272,005 |
|
|
|
247,241 |
|
|
|
227,902 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
$ |
569,967 |
|
|
$ |
498,079 |
|
|
$ |
454,592 |
|
|
$ |
460,205 |
|
|
$ |
448,813 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital stock and additional paid-in capital
|
|
$ |
33,324 |
|
|
$ |
33,324 |
|
|
$ |
33,324 |
|
|
$ |
33,324 |
|
|
$ |
30,439 |
|
|
Unrealized appreciation of investments, net of taxes
|
|
|
344,978 |
|
|
|
256,710 |
|
|
|
427,690 |
|
|
|
426,542 |
|
|
|
374,571 |
|
|
Retained earnings
|
|
|
2,022,036 |
|
|
|
1,940,398 |
|
|
|
1,655,929 |
|
|
|
1,618,324 |
|
|
|
1,553,152 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total shareholders equity
|
|
$ |
2,400,338 |
|
|
$ |
2,230,432 |
|
|
$ |
2,116,943 |
|
|
$ |
2,078,190 |
|
|
$ |
1,958,162 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per capital share
|
|
$ |
337.14 |
|
|
$ |
313.27 |
|
|
$ |
297.33 |
|
|
$ |
291.89 |
|
|
$ |
275.03 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, | |
|
|
| |
|
|
2006 | |
|
2005 | |
|
2004 | |
|
2003 | |
|
2002 | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Furniture rentals
|
|
$ |
324,300 |
|
|
$ |
303,485 |
|
|
$ |
275,378 |
|
|
$ |
275,949 |
|
|
$ |
309,341 |
|
|
Sales and service revenues
|
|
|
139,058 |
|
|
|
141,749 |
|
|
|
139,130 |
|
|
|
130,301 |
|
|
|
127,758 |
|
|
Insurance premiums earned
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Affiliated business
|
|
|
32,643 |
|
|
|
32,450 |
|
|
|
19,371 |
|
|
|
47,818 |
|
|
|
23,768 |
|
|
|
Unaffiliated business
|
|
|
21,506 |
|
|
|
17,032 |
|
|
|
35,218 |
|
|
|
58,833 |
|
|
|
40,859 |
|
|
Dividend and interest income
|
|
|
84,504 |
|
|
|
56,792 |
|
|
|
36,844 |
|
|
|
44,763 |
|
|
|
70,652 |
|
|
Realized net investment gains
|
|
|
|
|
|
|
333,241 |
|
|
|
|
|
|
|
53,466 |
|
|
|
|
|
|
Other
|
|
|
3,716 |
|
|
|
3,541 |
|
|
|
3,372 |
|
|
|
3,187 |
|
|
|
3,299 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
605,727 |
|
|
|
888,290 |
|
|
|
509,313 |
|
|
|
614,317 |
|
|
|
575,677 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of products and services sold
|
|
|
154,218 |
|
|
|
153,402 |
|
|
|
146,783 |
|
|
|
144,725 |
|
|
|
145,677 |
|
|
Insurance losses and loss adjustment expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Affiliated business
|
|
|
21,401 |
|
|
|
11,990 |
|
|
|
(2,251 |
) |
|
|
34,599 |
|
|
|
17,666 |
|
|
|
Unaffiliated business
|
|
|
9,944 |
|
|
|
9,482 |
|
|
|
22,209 |
|
|
|
27,703 |
|
|
|
21,157 |
|
|
Insurance underwriting expenses Affiliated business
|
|
|
7,566 |
|
|
|
6,611 |
|
|
|
6,646 |
|
|
|
9,490 |
|
|
|
8,703 |
|
|
|
Unaffiliated business
|
|
|
7,294 |
|
|
|
6,832 |
|
|
|
5,458 |
|
|
|
10,705 |
|
|
|
11,210 |
|
|
Selling, general and administrative
|
|
|
265,327 |
|
|
|
262,594 |
|
|
|
261,434 |
|
|
|
278,090 |
|
|
|
288,353 |
|
|
Interest expense
|
|
|
2,711 |
|
|
|
1,575 |
|
|
|
799 |
|
|
|
749 |
|
|
|
1,994 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
468,461 |
|
|
|
452,486 |
|
|
|
441,078 |
|
|
|
506,061 |
|
|
|
494,760 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes and minority interest
|
|
|
137,266 |
|
|
|
435,804 |
|
|
|
68,235 |
|
|
|
108,256 |
|
|
|
80,917 |
|
Income taxes
|
|
|
45,233 |
|
|
|
141,225 |
|
|
|
20,808 |
|
|
|
34,852 |
|
|
|
28,199 |
|
Minority interest in net loss of subsidiary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,307 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
92,033 |
|
|
$ |
294,579 |
|
|
$ |
47,427 |
|
|
$ |
74,711 |
|
|
$ |
52,718 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts per capital share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
12.93 |
|
|
$ |
41.37 |
|
|
$ |
6.66 |
|
|
$ |
10.49 |
|
|
$ |
7.40 |
|
|
|
Cash dividends
|
|
|
1.46 |
|
|
|
1.42 |
|
|
|
1.38 |
|
|
|
1.34 |
|
|
|
1.30 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The reinsurance activities of Wescos insurance segment are
managed by Berkshire Hathaways National Indemnity Company
(NICO) subsidiary and represent participations in
contracts in which NICO and other members of the Berkshire
Insurance Group also participate. Financial information
associated with these participations is identified in
Wescos consolidated financial statements, as well as in
Item 6, Selected Financial Data, as affiliated business.
21
|
|
Item 7. |
Managements Discussion and Analysis of Financial
Condition and Results of Operations |
In reviewing this item, attention is directed to Item 6,
Selected Financial Data, and Item 1, Business.
OVERVIEW
The principal goal of Wescos management is to maximize
gain in Wescos intrinsic business value per share over the
long term. Accounting consequences do not influence business
decisions, nor do fluctuations in annual net income. To
accomplish desired growth, a high priority is placed on the
purchases of companies having excellent economic
characteristics, run by outstanding managers. Management strives
also to invest in common stocks of outstanding publicly traded
companies at prices deemed reasonable. In the event that such
investments are not available, as has often been the case in
recent years, capital is preserved through investments
principally in high-quality cash equivalents and securities of
the U.S. Government and its agencies.
Wescos operating businesses are managed on a decentralized
basis. There are essentially no centralized or integrated
business functions (such as sales, marketing, purchasing, legal
or human resources) and there is minimal involvement by
Wescos management in the
day-to-day business
activities of the operating businesses. Wescos Chairman,
President and Chief Executive Officer, Charles T. Munger, is
also Vice Chairman of Berkshire Hathaway, and consults with
Warren E. Buffett, Chairman and Chief Executive Officer of
Berkshire Hathaway, with respect to Wescos investment
decisions, major capital allocations, and the selection of the
chief executives to head each of Wescos operating units,
subject to ultimate approval of Wescos Board of Directors.
The operations of Wescos Wesco-Financial Insurance Company
(Wes-FIC) subsidiary are managed by Berkshire
Hathaways National Indemnity Company (NICO)
subsidiary. Wes-FIC participates principally in reinsurance
contracts in which NICO and other Berkshire Hathaway insurance
subsidiaries participate in the reinsurance of property and
casualty risks of unaffiliated insurance companies. Terms of
Wes-FICs participation are essentially identical to those
by which the other Berkshire Hathaway insurance subsidiaries
participate, except as to the percentages of participation (see
Item 1, Business, for further information). Financial
information relative to these participations appearing in
Item 6, Selected Financial Data, and in Wescos
consolidated financial statements, is identified as affiliated
business.
Financial Condition
Wesco continues to have a strong balance sheet at
December 31, 2006, with relatively low debt and no hedging.
Liquidity, which has traditionally been high, has been even
higher than usual for the past three years following sales,
maturities and redemptions of fixed-maturity investments, the
proceeds from which have not yet been reinvested for the long
term.
Wescos equity investments are in strong, well-known
companies. The practice of concentrating in a few issues, rather
than diversifying, follows the investment philosophy of the
chairmen-CEOs of Wesco and its parent, Berkshire Hathaway, who
consult with respect to Wescos investments and major
capital allocations.
Results of Operations
Wescos consolidated net income has often fluctuated
significantly from year to year as a result of the realization
of gains on investments. Although there were no realized gains
or losses in 2006 or 2004, Wescos consolidated net income
for 2005 included realized investment gains of
$333.2 million ($216.6 million, after income taxes)
resulting principally from the exchange of common shares of the
Gillette Company (Gillette) for common shares of The
Procter & Gamble Company (PG) in connection
with PGs acquisition of Gillette in the fourth quarter of
2005. The varying effect upon Wescos pre-tax and net
income is evident on the face of the consolidated statement of
income. The
22
amount of realized gain or loss has no predictive value and
variations in amount from period to period have no practical
analytical value, particularly in view of the existence of
substantial unrealized price appreciation in Wescos
consolidated investment portfolio at each balance sheet date.
Wescos 2006 after-tax income, excluding realized
investment gains, increased by $14.1 million for the year,
due mainly to improved operating results of the furniture rental
business and increased investment income earned by the insurance
businesses, partially offset by decreased net underwriting gains.
FINANCIAL CONDITION
Wescos shareholders equity at December 31, 2006
was $2.40 billion ($337.14 per share), up
$169.9 million from the $2.23 billion
($313.27 per share) at December 31, 2005. Wescos
consolidated balance sheet reflects investments carried at fair
values, with unrealized appreciation, net of deemed applicable
income taxes, included as a component of shareholders
equity. Upon completion of PGs acquisition of Gillette on
October 1, 2005, the after-tax gain of $216.1 million,
which had been included in the unrealized gain component at
September 30, 2005, was reclassified to retained earnings,
another component of Wescos shareholders equity.
Principally as a result, unrealized appreciation, which amounted
to 20.2% of shareholders equity at December 31, 2004,
declined to 11.5% of shareholders equity at
December 31, 2005, without significant economic effect. The
unrealized gain component of Wescos shareholders
equity at December 31, 2006, amounted to 14.4%. The
increase in the figure for the year resulted principally from
appreciation in fair values of investments.
Wescos consolidated borrowings totaled $38.2 million
at December 31, 2006 versus $42.3 million at
December 31, 2005. Of these amounts, $38.0 million and
$42.1 million related to a $100 million revolving
credit facility used in CORTs furniture rental business.
In addition to this recorded debt, Wesco and its subsidiaries
had $147.4 million of operating lease and other contractual
obligations at December 31, 2006, versus
$145.2 million one year earlier. (See the section on
off-balance sheet arrangements and contractual obligations
appearing below in this Item 7, as well as Note 7 to
the accompanying consolidated financial statements, for
additional information on debt.)
Wescos liability for unpaid losses and loss adjustment
expenses at December 31, 2006 totaled $78.3 million
versus $62.0 million at December 31, 2005. Wes-FIC
enjoys Standard & Poors Corporations
highest rating, AAA, with respect to its claims-paying ability.
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 consolidated data in the second table in Item 6 are set
forth essentially in the income statement format customary to
generally accepted accounting principles (GAAP).
Revenues, including realized net investment gains, are followed
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 are
excluded from
23
segment activities, consistent with the way Wescos
management views the business operations. (Amounts are in
thousands, all after income tax effect.)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, | |
|
|
| |
|
|
2006 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
Insurance segment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underwriting
|
|
$ |
5,164 |
|
|
$ |
11,798 |
|
|
$ |
14,618 |
|
|
Investment income
|
|
|
58,528 |
|
|
|
39,068 |
|
|
|
26,302 |
|
Furniture rental segment
|
|
|
26,884 |
|
|
|
20,676 |
|
|
|
5,022 |
|
Industrial segment
|
|
|
1,211 |
|
|
|
1,198 |
|
|
|
1,094 |
|
Nonsegment items other than investment gains
|
|
|
246 |
|
|
|
5,233 |
|
|
|
391 |
|
Realized investment gains
|
|
|
|
|
|
|
216,606 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated net income
|
|
$ |
92,033 |
|
|
$ |
294,579 |
|
|
$ |
47,427 |
|
|
|
|
|
|
|
|
|
|
|
In the following sections the data set forth in the foregoing
summary on an after-tax basis are broken down and
discussed.
Wesco engages in both primary insurance and reinsurance of
property and casualty risks through 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,
Wescos ultimate parent company. In reinsurance activities,
defined portions of similar or dissimilar risks that other
insurers or reinsurers have subjected themselves to in their own
insuring activities are assumed. In primary insurance
activities, defined portions of the risks of loss from persons
or organizations that are directly subject to the risks are
assumed. For purposes of the following discussion, the results
have been disaggregated between reinsurance and primary
insurance activities. Following is a summary of the insurance
segments underwriting activities. (Amounts are in
thousands.)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, | |
|
|
| |
|
|
2006 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
Insurance premiums written
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reinsurance
|
|
$ |
35,710 |
|
|
$ |
29,054 |
|
|
$ |
24,313 |
|
|
Primary
|
|
|
19,800 |
|
|
|
21,199 |
|
|
|
20,729 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
55,510 |
|
|
$ |
50,253 |
|
|
$ |
45,042 |
|
|
|
|
|
|
|
|
|
|
|
Insurance premiums earned
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reinsurance
|
|
$ |
33,323 |
|
|
$ |
28,338 |
|
|
$ |
34,217 |
|
|
Primary
|
|
|
20,826 |
|
|
|
21,144 |
|
|
|
20,372 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
54,149 |
|
|
|
49,482 |
|
|
|
54,589 |
|
Insurance losses, loss adjustment expenses and underwriting
expenses
|
|
|
46,205 |
|
|
|
34,916 |
|
|
|
32,099 |
|
Underwriting gain, before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reinsurance
|
|
|
2,538 |
|
|
|
6,857 |
|
|
|
17,146 |
|
|
Primary
|
|
|
5,406 |
|
|
|
7,709 |
|
|
|
5,344 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
7,944 |
|
|
|
14,566 |
|
|
|
22,490 |
|
Income taxes
|
|
|
2,780 |
|
|
|
2,768 |
|
|
|
7,872 |
|
|
|
|
|
|
|
|
|
|
|
Underwriting gain
|
|
$ |
5,164 |
|
|
$ |
11,798 |
|
|
$ |
14,618 |
|
|
|
|
|
|
|
|
|
|
|
24
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. Under the aviation-related contracts, written
premiums for 2006, 2005 and 2004 totaled $35.7 million,
$29.1 million and $26.6 million and earned premiums
were $33.3 million, $28.3 million and
$28.0 million. The increases of 22.7% in written premiums
and 17.6% in earned premiums under these contracts for 2006 were
attributed principally to the 25%-higher level of Wes-FICs
participation in the hull and liability pools in the current
year as well as an increase in the volume of business written by
the workers compensation pool. Prices in certain aviation
markets have been declining, resulting in fewer opportunities to
write business at prices considered acceptable. Of the increases
of 9.4% in aviation-related written premiums and 1.1% in earned
premiums for 2005, slightly higher volume and improved pricing
were responsible for about half; the entry into the
workers compensation pool in 2005 accounted for the
remainder of the increase in written and earned premiums.
Because insurance premiums are amortized into income ratably
over the coverage period, fluctuations in earned premiums
essentially follow the fluctuations of written premiums.
Reinsurance activities have fluctuated from year to year as
participations in reinsurance contracts have become available
both through insurance subsidiaries of Berkshire and otherwise.
The level of business written in future periods will vary,
perhaps materially, based also upon market conditions and
managements assessment of the adequacy of premium rates.
Until late 2004, Wes-FIC participated in a multi-year contract
covering certain multi-line property and casualty risks of a
large, unaffiliated insurer under a contract entered into in
2000. That contract was commuted in the fourth quarter of 2004,
at which time Wes-FIC paid the ceding company
$43.1 million, representing all unearned premiums, reduced
by unamortized costs and expenses. After the commutation,
Wes-FICs obligation to indemnify with respect to any
further insurance losses under the contract ceased. Under the
contract, there was a net reduction in written premiums of
$2.3 million for 2004; earned premiums were
$6.2 million.
Written primary insurance premiums decreased by
$0.3 million (1.5%) for 2006, after having increased by
$0.5 million (2.3%) for 2005, from the comparable 2004
figure. Earned premiums decreased $0.3 million (1.5%) for
2006, after having increased $0.8 million (3.8%) for 2005.
Increased costs of KBSs reinsurance purchases in 2006, and
intensified price competition, were the principal factors
responsible for the decreases in written and earned primary
insurance premiums for 2006. The increases in written and earned
primary insurance premiums for 2005 were attributed principally
to growth in volume of bank deposit guarantee bonds.
Liabilities for unpaid losses and loss adjustment expenses under
property and casualty insurance and reinsurance contracts are
recorded based upon estimates of the ultimate amounts payable
under the contracts related to losses occurring on or before the
balance sheet date. Depending on the type of loss being
estimated, the timing and amount of loss payments are subject to
a great degree of variability and are contingent, among other
factors, upon the timing of the claim reporting by cedants and
insureds, and the determination and payment of the ultimate loss
amounts through the loss adjustment process. Significant
judgments and assumptions are necessary in projecting the
ultimate amounts payable in the future with respect to loss
events that have occurred.
Claims that have occurred as of the balance sheet date have not
all been reported, and if reported may not have been settled.
The time between the occurrence date and payment date of a loss
is referred to as the claim tail. Property claims
usually have fairly short claim tails, and, absent litigation,
are reported and settled within no more than a few years after
occurrence. Casualty losses usually have very long claim tails.
Casualty claims are more susceptible to litigation and can be
significantly affected by changing contract interpretations and
the legal environment, which contributes to extended claim
tails. Claim tails for reinsurers may be further extended due to
delayed reporting by ceding insurers or reinsurers due to
contractual provisions or reporting practices. The loss and loss
expense reserves reflected on the consolidated balance sheet
include provision for those claims that have been reported
(referred to as case reserves) and for those claims
that have not been reported, referred to as
incurred-but-not-reported (IBNR) reserves. Actual
ultimate loss
25
amounts are likely to differ from amounts recorded at the
balance sheet date. Changes in estimates, referred to as
loss development, are recorded as a component of
losses incurred in the period of change. Wes-FIC and KBS do not
use consultants to assist in reserving activities.
|
|
|
Reinsurance Wes-FICs property
and casualty loss reserves derive from individual risk,
multi-line and catastrophe reinsurance policies. Reserve amounts
are based upon loss estimates reported by ceding companies,
whose reserving techniques vary. Wes-FIC necessarily relies in
part on the judgment of ceding companies management, to
which Wes-FIC management may add additional IBNR reserves, which
are primarily a function of reported losses from ceding
companies and anticipated loss ratios established on an
individual contract basis based on Wes-FIC managements
judgment as to the likely impact on each contract of major
events as they become known or the history of loss reserving by
the ceding companies. Ceding companies report minimal detail to
their reinsurers, such as data about most individual claims,
case and IBNR reserves, dismissals and settlements. Ranges of
reserve amounts as a result of changes in underlying assumptions
are not prepared. |
|
|
Primary insurance Property and
casualty loss reserves from Wescos primary insurance
activities derive from individual risk policies written by KBS.
Reserve amounts are estimated by its management on a
case-by-case basis, and estimates of IBNR reserves, which
amounted to $7.1 million at yearend 2006, 2005 and 2004,
are based on managements judgment of the impact of current
trends and other factors. Because of the low volume of losses
reported annually, KBS management is intimately familiar with
each, negating the need for extended actuarial studies and broad
estimates of the nature typically performed by large primary
insurers whose business volume requires such procedures for the
development of their loss data. A range of reserve amounts as a
result of changes in underlying assumptions is not prepared. |
For 2006, 2005 and 2004, reinsurance generated underwriting
gains of $2.5 million, $6.9 million and
$17.1 million, before income taxes. The 2006 figure
reflects the softening of prices in terms of premiums charged
throughout 2006, as well as increased aviation losses and
related expenses resulting mainly from an increase in claims in
the second half of the year. The 2005 figure reflects estimated
losses of $0.7 million related to Hurricane Katrina, which
struck the Gulf Coast of the United States in the third quarter.
Included in the 2004 figure was a pre-tax underwriting gain of
$11.0 million (including $10.7 million in the fourth
quarter) associated with the aforementioned commuted contract as
well as an estimated loss of $0.5 million relating to
hurricanes that struck the Southeastern United States that year.
Excluding underwriting results attributable to the commuted
contract in 2004, pre-tax underwriting gains from reinsurance
for that year amounted to $6.2 million. The underwriting
gains include favorable (unfavorable) reserve development
of ($0.4 million) for 2006, comprised of unfavorable
development of $1.7 million attributable to the
aviation-related contracts, partially offset by
$1.3 million of favorable development for a contract whose
coverage period ended in 1989; $0.7 million for 2005,
attributable to the aviation-related contracts; and
$0.6 million for 2004, consisting of favorable development
of $2.6 million relating to a contract whose coverage
period expired in 1989, less $2.0 million of unfavorable
aviation-related reserve development.
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, 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.
Excluding the results from the contract commuted in 2004,
combined ratios from reinsurance activities were 94.0%, 75.9%
and 77.8% for 2006, 2005 and 2004, which management considers to
have been favorable. The 2006 figure reflects mainly the
detrimental effects caused by the softening of premium rates, as
well as less favorable claims experience with respect to the
hull and liability contracts, whose participation increased by
25 percent for that year. The 2005 figure reflects
estimated losses of $0.7 million, before taxes, related to
Hurricane Katrina.
26
Underwriting results from primary insurance have also been
favorable but have fluctuated from year to year as shown in the
preceding table, due to timing and volatility of losses
incurred. In 2006, pre-tax underwriting results declined by
$2.3 million (29.9%), after having improved by
$2.4 million (30.7%) for 2005. KBS combined ratios,
net of unfavorable loss development of $0.0 million for
2006, and $0.6 million each for 2005 and 2004, were 73.8%,
58.8% and 74.9% for those respective years.
Wescos insurers cede minimal amounts of business, and as a
result underwriting results may be volatile. Instead of paying
reinsurers substantial amounts to minimize risks associated with
significant losses, management accepts volatility in
underwriting results provided the prospects of long-term
underwriting profitability remain favorable. In addition,
reinsurance recoverables may ultimately prove to be
uncollectible if the reinsurer is unable to perform under the
contract. Reinsurance contracts do not relieve the ceding
company of its obligations to indemnify its own policyholders.
The income tax provision associated with the insurance
segments underwriting activities for 2005 benefited by
$2.3 million relating to the resolution of an issue raised
in an examination of prior year income tax returns by the
Internal Revenue Service.
Since September 11, 2001, the insurance industry has been
particularly concerned about its exposure to claims resulting
from acts of terrorism. It should be noted that the commutation
of the multi-line property and casualty contract in 2004
resulted in the return to the ceding company of all remaining
liability relating to the terrorist activity of
September 11, 2001. In spite of partial relief provided to
the insurance industry by the Terrorism Risk Insurance Act,
enacted in 2002 and amended by the Terrorism Risk Extension Act
of 2005, Wes-FIC is exposed to insurance losses from terrorist
events. Wes-FICs (and thus Wescos) exposure to such
losses from an insurance standpoint cannot be predicted.
Management, however, does not believe it likely that, on a
worst-case basis, Wescos shareholders equity would
be severely impacted by future terrorism-related insurance
losses under reinsurance or insurance contracts currently in
effect. Losses from terrorism could, however, significantly
impact Wescos periodic reported earnings.
Other industry concerns in recent years have been exposures to
losses relating to environmental contamination and asbestos.
Management currently believes such exposures to be minimal.
Following is a summary of investment income produced by
Wescos insurance segment (in thousands of dollars).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, | |
|
|
| |
|
|
2006 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
Investment income, before taxes
|
|
$ |
83,441 |
|
|
$ |
55,889 |
|
|
$ |
36,058 |
|
Income taxes
|
|
|
24,913 |
|
|
|
16,821 |
|
|
|
9,756 |
|
|
|
|
|
|
|
|
|
|
|
Investment income, after taxes
|
|
$ |
58,528 |
|
|
$ |
39,068 |
|
|
$ |
26,302 |
|
|
|
|
|
|
|
|
|
|
|
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 increased
$27.6 million (49.3%) for 2006, and $19.8 million
(55.0%) for 2005, from the corresponding prior year figures.
These increases were due principally to higher interest rates
earned on short-term investments. Dividend income improved
slightly in each year.
The foregoing figures demonstrate the dramatic effect of the
increases in short-term interest rates in the United States
since mid-2004. Rates increased from approximately 2%, to
approximately 5%, and have recently become relatively stable.
Changes in rates in 2007 are not likely to affect investment
income of the segment as dramatically or significantly as the
changes since 2004. The Company continues to seek to invest cash
balances in the purchase of businesses and in long-term equity
holdings. However, absent such opportunities, investment income
is likely to remain relatively stable.
27
Wescos insurance subsidiaries, as a matter of practice,
maintain liquidity in amounts which exceed by wide margins
expected near-term requirements for payment of claims and
expenses. As a result, it would be unlikely that any
unanticipated payment of claims or expenses would require the
liquidation of investments at a loss. Wesco does not attempt to
match long-term investment maturities to estimated durations of
claim liabilities. Reference is made to the table of contractual
obligations appearing elsewhere in this Item 7 for an
indication of the periods in which the insurance segments
losses and loss expenses are expected to be paid.
Furniture Rental Segment
Following is a summary of the results of operations of CORT
Business Services Corporation (CORT), Wescos
furniture rental segment. (Amounts are in thousands.)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, | |
|
|
| |
|
|
2006 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Furniture rentals
|
|
$ |
324,300 |
|
|
$ |
303,485 |
|
|
$ |
275,378 |
|
|
Furniture sales
|
|
|
69,551 |
|
|
|
72,394 |
|
|
|
67,772 |
|
|
Service fees
|
|
|
6,454 |
|
|
|
8,021 |
|
|
|
10,844 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
400,305 |
|
|
|
383,900 |
|
|
|
353,994 |
|
|
|
|
|
|
|
|
|
|
|
Cost of rentals, sales and fees
|
|
|
101,605 |
|
|
|
102,032 |
|
|
|
96,266 |
|
Selling, general and administrative expenses
|
|
|
252,657 |
|
|
|
250,542 |
|
|
|
249,319 |
|
Interest expense
|
|
|
2,711 |
|
|
|
1,575 |
|
|
|
799 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
356,973 |
|
|
|
354,149 |
|
|
|
346,384 |
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
|
|
43,332 |
|
|
|
29,751 |
|
|
|
7,610 |
|
Income taxes
|
|
|
16,448 |
|
|
|
9,075 |
|
|
|
2,588 |
|
|
|
|
|
|
|
|
|
|
|
Segment net income
|
|
$ |
26,884 |
|
|
$ |
20,676 |
|
|
$ |
5,022 |
|
|
|
|
|
|
|
|
|
|
|
Furniture rental revenues for 2006 increased $20.8 million
(6.9%) from those of 2005, after increasing $28.1 million
(10.2%) for 2005, from those of 2004. Excluding rental revenues
from trade shows and locations not in operation throughout each
year, rental revenues for 2006 increased 4.9% from those of
2005, following an increase of approximately 8.6% in the
preceding year. The number of furniture leases outstanding at
yearend 2006 was about 5.1% lower than at yearend 2005,
following a decline of 3.8% in the preceding year. The decrease
for 2006 was attributed mainly to softening of the housing
market, which led to lower residential demand; the decrease for
2005 was attributed principally to non-renewals by customers of
a competitor acquired in the later half of 2004. Despite the
continued decline in the number of furniture leases, the
furniture rental segment has experienced continued revenue
growth in the past two years due mainly to improved pricing and,
in 2006, to increased tradeshow demand.
Furniture sales revenues decreased 3.9% in 2006 following an
increase of 6.8% in 2005. The sales volume is dependent on
several factors, including the selection and quantity of
furniture available for sale, as well as initiatives taken by
management from time to time mainly through reduced selling
prices. The decrease in revenues in 2006 was attributed to a
variety of factors, principally the softening of the housing
market and the closing of one retail location. The increase in
furniture sales revenues in 2005 was attributed principally to a
stronger economy as well as the initiatives taken during the
year to reduce inventory. The
year-to-year
fluctuations are not considered significant.
Service fees for 2006 decreased $1.6 million (19.5%) from
those reported for 2005, and by $2.8 million (26%) in 2005
from those of 2004. The decline in service fee revenues in
recent years was principally the result of the effort to
significantly reduce apartment locator-related losses by
reducing apartment locator-related costs. The decreases in
service fee revenues have been more than
28
offset by reductions in related costs and expenses.
Traditionally, the furniture segment has concentrated the
marketing efforts of its relocation services towards individual
residential customers. In the fourth quarter of 2006 CORT began
a new initiative to expand the variety of its relocation
services, and it redirected the thrust of this specialty towards
corporate relocation departments (see Item 1, Business).
Cost of rentals, sales and fees amounted to 25.4% of revenues
for 2006, versus 26.6% for 2005 and 27.2% for 2004. The
decreasing costs as percentages of revenues have been due
principally to revenue growth and improvement in revenue mix,
with a larger percentage of each successive years revenue
attributable to furniture rentals, which has a higher margin
than furniture sales.
Selling, general, administrative and interest expenses
(operating expenses) for the segment were
$252.7 million for 2006, up 0.9% from the
$250.5 million incurred for 2005, following an increase of
0.5% from the $249.3 million incurred for 2004. The
increase in these expenses in 2006 was attributed principally to
personnel-related expenses and advertising costs, offset by a
decrease in restructuring expenses related to the apartment
locator business. In 2005, total operating expenses remained
relatively stable due mainly to aggressive restructuring of the
apartment locator-related expenses, employee headcount
management and substantial improvements in occupancy expenses,
essentially offset by an increase in transportation and storage
costs primarily associated with the increase in the cost of
fuel. Operating expenses as percentages of revenues decreased to
63.1% in 2006 from 65.7% in 2005 and 70.7% in 2004.
Furniture rental segment net income amounted to
$26.9 million in 2006, $20.7 million in 2005 and
$5.0 million in 2004. The improvements in each succeeding
year resulted significantly from increasing revenues, changes in
revenue mix, and the continued focus on controlling operating
expenses.
The furniture segments tax provision and net income for
the year ended December 31, 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, consisting of the businesses of Precision
Steel and its subsidiaries. (Amounts are in thousands.)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, | |
|
|
| |
|
|
2006 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
Revenues, principally sales and services
|
|
$ |
63,053 |
|
|
$ |
61,334 |
|
|
$ |
60,514 |
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
|
$ |
1,918 |
|
|
$ |
2,056 |
|
|
$ |
1,758 |
|
Income taxes
|
|
|
707 |
|
|
|
858 |
|
|
|
664 |
|
|
|
|
|
|
|
|
|
|
|
Segment net income
|
|
$ |
1,211 |
|
|
$ |
1,198 |
|
|
$ |
1,094 |
|
|
|
|
|
|
|
|
|
|
|
For several years prior to 2004, the operations of the
industrial segment suffered due to various factors including the
following: a prolonged economic downturn, a shift of production
by many manufacturers from domestic to overseas facilities,
periodic shortages of product from domestic mills, and
extraordinary competitive pressures. Not only was there a
decline in the number of orders placed, but there was also a
trend towards smaller-sized orders. The severity of the impact
on the industrial segments business is demonstrated by the
fact that average annual segment revenues of $47.7 million
for the years 2001 through 2003 were down 27% from those
reported for 1998 through 2000.
At the beginning of 2004, a shortage of raw materials from
domestic mills produced near chaos in the steel service
industry. Customers wishing to avoid running out of stock
accelerated their purchasing, exacerbating the tumult. As the
year progressed, domestic steel mills were operating at capacity
and imported steel was not readily available. These and other
factors enabled the mills to raise prices, place limits on order
quantities and extend delivery times. Precision Steel reacted by
29
passing the price increases, plus normal mark-ups, on to its
customers. Thus, for the year 2004, pounds of steel products
sold increased 14.5% and segment revenues increased
$14.4 million (31.2%); pre-tax and net income improved by
$3.3 million and $2.0 million, respectively, over
pre-tax and after-tax losses realized by Precision Steel in 2003.
Throughout 2005, supplies of product from domestic mills became
more readily available, demand softened, competitive pressures
increased, and mills lowered prices, although such prices
remained approximately 40% higher than they had been two years
earlier. Segment revenues for 2005 increased $0.8 million,
or 1.4%, from those of 2004, despite a
year-to-year 8.6%
decrease in pounds of steel sold.
The year 2006 started out well; volume for the first quarter
increased by 9.9% over the comparable figure for the first
quarter of 2005; however, as the year progressed, increasing
competitive pressures and a slowdown in domestic manufacturing
activity caused volume to decline and, by yearend, volume for
the year, in terms of pounds sold, was 0.4% lower than for 2005.
Segment revenues, however, increased by $1.7 million (2.8%)
for the year. Approximately half of the increase 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 2006 increased
by $0.8 million (1.3%) over those of 2005. A change in the
mix of products sold was principally responsible for the
anomalous increase in revenues.
For 2006, pre-tax income decreased by $0.1 million from the
corresponding 2005 figure, while net income remained
approximately unchanged. For 2005, pre-tax income increased by
$0.3 million, and net income increased by
$0.1 million. Precision Steels cost of products sold
percentage is very sensitive to current changes in the cost of
materials purchased, because it carries its inventories at the
lower of last-in,
first-out (LIFO) cost or market; under this method,
the most recent costs are reflected in cost of products sold.
Cost of products sold included adverse LIFO inventory accounting
adjustments of $1.0 million ($0.6 million, after
income taxes) for 2006, $0.3 million ($0.2 million,
after income taxes) for 2005 and $2.9 million
($1.8 million, after income taxes) for 2004. Despite these
adjustments, cost of sales, which, in previous years tended to
fluctuate more dramatically from year to year than in recent
years, amounted to 83.4%, 83.8% and 83.5% of revenues for 2006,
2005 and 2004, reflecting mainly customers acceptance of
price increases in view of periodic metal shortages. Despite
improved results in recent years, management is concerned that
the steel warehouse business may revert to the difficult times
that prevailed prior to 2004.
As explained in Note 10 to the consolidated financial
statements, Precision Steel and a subsidiary are involved in
environmental litigation, the ultimate cost of which is
difficult to estimate. The foregoing segment operating results
reflect costs relating to this matter, less insurance
reimbursements received, as follows: net costs of
$0.5 million ($0.3 million, after taxes) for 2006 and
$0.4 million ($0.2 million, after taxes) for 2004, and
a net benefit of $0.1 million ($0.0 million, after
taxes) for 2005. Had it not been for these environmental
litigation-related costs and benefit, pre-tax and net income
reported for the industrial segment for 2006 would have
increased by $0.6 million ($0.4 million, after taxes)
for 2006, and by $0.5 million ($0.3 million, after
taxes) for 2005, over the segment net income figures reported
for each respective prior year.
Management anticipates that additional provisions and legal fees
with respect to environmental remediation may be required in the
future. However, as of December 31, 2006, it was not
possible to reasonably estimate the amount, if any, of
additional costs or a range of costs, that may be required in
connection with the matter. Although management does not
anticipate that the ultimate impact of such provisions and
costs, net of future insurance recoveries, if any, will be
material in relation to Wescos shareholders equity,
it believes that the effect on industrial segment and
consolidated net income in any given period could be material.
30
Unrelated to Business Segment Operations
Set forth below is a summary of items increasing or decreasing
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.)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, | |
|
|
| |
|
|
2006 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
Realized investment gains, before income tax effect
|
|
$ |
|
|
|
$ |
333,241 |
|
|
$ |
|
|
Income taxes
|
|
|
|
|
|
|
116,635 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Realized investment gains
|
|
$ |
|
|
|
$ |
216,606 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
Other nonsegment items
Rental income from commercial real estate
|
|
$ |
3,716 |
|
|
$ |
3,541 |
|
|
$ |
3,372 |
|
|
Dividend and interest income
|
|
|
1,063 |
|
|
|
903 |
|
|
|
786 |
|
|
Real estate and general and administrative expenses
|
|
|
(4,918 |
) |
|
|
(4,143 |
) |
|
|
(3,816 |
) |
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes
|
|
|
(139 |
) |
|
|
301 |
|
|
|
342 |
|
|
Income taxes
|
|
|
385 |
|
|
|
(4,932 |
) |
|
|
(49 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Net income from other nonsegment activities
|
|
$ |
246 |
|
|
$ |
5,233 |
|
|
$ |
391 |
|
|
|
|
|
|
|
|
|
|
|
Managements principal goal is to maximize gain in
Wescos intrinsic business value per share over the long
term. Accounting consequences do not influence business
decisions. There is no particular strategy as to the timing of
sales of investments. Investments may be sold for a variety of
reasons, including (1) the belief that prospects for future
appreciation of a particular investment are less attractive than
the prospects for reinvestment of the after-tax proceeds from
its sale, or (2) the desire to generate funds for an
acquisition or repayment of debt. Investment gains may also
derive from non-cash exchanges of securities for other
investment securities as a result of merger activity involving
the investees.
Wescos consolidated 2005 earnings contained net realized
investment gains of $333.2 million ($216.6 million,
after taxes). Of that amount, $216.1 million, after taxes,
resulted from Wescos non-cash exchange of common shares of
The Gillette Company (Gillette) for common shares of
The Procter & Gamble Company (PG) in
connection with the purchase of Gillette by PG in the fourth
quarter. The $332.5 million excess of fair value of the
shares exchanged over Wescos original cost basis was
recorded by Wesco as a realized investment gain on
October 1, the date of the transaction, as required under
generally accepted accounting principles. Although the gain had
a material impact on Wescos reported earnings for the
fourth quarter of 2005, there was no effect on
shareholders equity. Wesco carried its investment in
Gillette at market value with unrealized gains reflected, net of
potential income tax effect, in the net unrealized appreciation
component of its shareholders equity, as of
September 30, 2005. Federal income taxes are not currently
payable as a result of the exchange. No investment gains or
losses were realized in 2006 or 2004.
Other nonsegment items include mainly (1) rental income
from owned commercial real estate and (2) dividend and
interest income from marketable securities and cash equivalents
owned outside the insurance subsidiaries, reduced by real estate
and general and administrative expenses plus or
minus income taxes related to such items. These taxes do not
typically correlate well with total pre-tax income, principally
because dividend income is taxed at a very low rate.
Additionally, in the fourth quarter of 2005, Wesco and its MS
Property Company subsidiary reduced their liabilities for
deferred income taxes by an aggregate of $4.9 million. That
amount is reflected as a reduction of income tax expense of
activities unrelated to business segments, shown in the
preceding table, as well as an increase in after-tax income, for
the fourth quarter as well as the year.
* * * *
31
Consolidated revenues, expenses and net income reported for any
period are not necessarily indicative of future revenues,
expenses and net income in that they are subject to significant
variations in amount and timing of investment gains and losses,
as well as other unusual nonoperating items such as a large
acquisition. In addition, consolidated revenues, expenses and
net income are subject to external conditions such as the
September 11, 2001 terrorist activity, which had an
immediate impact on Wes-FICs underwriting results, and
changes in the economy, which have significantly affected CORT
and Precision Steel in recent years.
Wesco is not now suffering from inflation, but its business
operations have potential exposure, particularly in the
insurance and industrial segments. Large unanticipated changes
in the rate of inflation could adversely impact the insurance
business, because premium rates are established well in advance
of expenditures. Precision Steels businesses are
competitive and operate on tight gross profit margins, making
their earnings susceptible to inflationary and deflationary cost
changes; the impact, though not material in relation to
Wescos consolidated net income, may be significant to that
of the industrial segment, due particularly to the
segments use of LIFO inventory accounting.
OFF-BALANCE SHEET ARRANGEMENTS AND CONTRACTUAL OBLIGATIONS
Neither Wesco nor any of its subsidiaries has off-balance sheet
arrangements other than the unrecorded contractual obligations
discussed below. Nor do they have any insurance obligations for
which estimated provisions have not been made in the
accompanying consolidated financial statements or notes thereto.
Wesco and its subsidiaries have contractual obligations
associated with ongoing business activities, which will result
in cash payments in future periods. Certain of those
obligations, such as notes payable, are reflected in the
accompanying consolidated financial statements. In addition,
Wesco and its subsidiaries have entered into long-term contracts
to acquire goods or services in the future, which are not
currently reflected in the consolidated financial statements and
will be reflected in future periods as the goods are delivered
or services provided. A summary of contractual obligations as of
December 31, 2006 follows. (Amounts are in thousands.)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments Due | |
|
|
|
|
| |
|
|
Total | |
|
2007 | |
|
2008-2009 | |
|
2010-2011 | |
|
Subsequently | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
Notes payable, including interest
|
|
$ |
38,549 |
|
|
$ |
38,349 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
200 |
|
Operating lease obligations
|
|
|
105,285 |
|
|
|
25,503 |
|
|
|
40,751 |
|
|
|
24,620 |
|
|
|
14,412 |
|
Payment of insurance losses and loss adjustment expenses*
|
|
|
78,310 |
|
|
|
78,310 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase obligations, other than for capital expenditures
|
|
|
14,226 |
|
|
|
13,051 |
|
|
|
1,137 |
|
|
|
38 |
|
|
|
|
|
Construction of condominiums
|
|
|
22,710 |
|
|
|
22,710 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Other, principally deferred compensation
|
|
|
5,176 |
|
|
|
537 |
|
|
|
38 |
|
|
|
|
|
|
|
4,600 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Totals
|
|
$ |
264,256 |
|
|
$ |
178,460 |
|
|
$ |
41,926 |
|
|
$ |
24,658 |
|
|
$ |
19,212 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*Amounts and timing of payments are significantly dependent on
estimates. See Critical Accounting Policies and Practices below.
CRITICAL ACCOUNTING POLICIES AND PRACTICES
Wescos consolidated financial statements are prepared in
conformity with accounting principles generally accepted in the
United States (GAAP). The significant accounting
policies and practices followed by Wesco are set forth in
Note 1 to the accompanying consolidated financial
statements. Following are the accounting policies and practices
considered by Wescos management to be critical to the
determination of consolidated financial position and results of
operations.
32
Use of Estimates in Preparation of Financial Statements
The preparation of financial statements in conformity with GAAP
requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported revenues and
expenses during the period reported upon. In particular,
estimates of unpaid losses and loss adjustment expenses for
property and casualty insurance are subject to considerable
estimation error due to the inherent uncertainty in projecting
ultimate claim amounts that will be reported and settled over a
period of many years. The estimates and assumptions are based on
managements evaluation of the relevant facts and
circumstances using information available at the time such
estimates and assumptions are made. The amounts of such assets,
liabilities, revenues and expenses included in the consolidated
financial statements may differ significantly from those that
might result from use of estimates and assumptions based on
facts and circumstances not yet available. Although Wescos
management does not believe such changes in estimates would have
a materially adverse effect on shareholders equity, they
could produce a material effect on results of operations in a
reporting period.
Investments
The appropriate classifications of investments in securities
with fixed maturities and marketable equity securities are
established at the time of purchase and reevaluated as of each
balance sheet date. There are three permissible classifications:
held-to-maturity,
trading, and, when neither of those classifications is
applicable, available-for-sale. In recent years, all equity and
fixed-maturity investments have been classified as
available-for-sale and carried at fair value, with unrealized
gains and losses, net of applicable deferred income taxes,
reported as a separate component of shareholders equity.
Rental Furniture
Rental furniture consists principally of residential and office
furniture which is available for rental or, if no longer up to
rental standards or excessive in quantity, for sale. Rental
furniture is carried at cost, less accumulated depreciation
calculated primarily on a declining-balance basis over 3 to
5 years using estimated salvage values of 25 to
40 percent of original cost.
Revenue Recognition
Insurance premiums are recognized as earned revenues in
proportion to the insurance protection provided, which in most
cases is pro rata over the term of each contract. Unearned
insurance premiums are deferred in the liability section of the
consolidated balance sheet. Certain costs of acquiring premiums
are deferred in other assets on Wescos consolidated
balance sheet, and charged to income as the premiums are earned.
Furniture rentals are recognized as revenue proportionately over
the rental contract period; rentals received in advance are
deferred in the liability section of the consolidated balance
sheet. Related costs comprise the main element of cost of
products and services sold on the consolidated income statement
and include depreciation expense, repairs and maintenance and
inventory losses. Revenues from product sales are recognized
upon passage of title to the customer, which coincides with
product shipment, delivery or acceptance, depending on the sales
arrangement.
Losses and Loss Adjustment Expenses
Liabilities for insurance losses and loss adjustment expenses
represent estimates of the ultimate amounts payable under
property and casualty reinsurance and insurance contracts
related to losses occurring on or before the balance sheet date.
As of that date, some incurred claims have not yet been reported
(and some of these may not be reported for many years); the
liability for unpaid losses includes significant estimates for
these claims. Liabilities for insurance losses are determined
from (1) individual case amounts, (2) reports from
ceding insurers, and (3) past experience. Considerable
33
judgment is required to evaluate claims and estimate claims
liabilities in connection with reinsurance contracts because of
the inherent delays in receiving loss information from ceding
companies. As further data become available, the liabilities are
reevaluated and adjusted as appropriate. Additionally, reported
claims are in various stages of the settlement process. Each
claim is settled individually based upon its merits, and some
take years to settle, especially if legal action is involved.
Actual ultimate claims amounts are likely to differ from amounts
recorded at the balance sheet date. Changes in estimates are
recorded as a component of losses incurred in the period of
change.
Provisions for losses and loss adjustment expenses are reported
in the consolidated statement of income after deducting
estimates of amounts that will be recoverable under reinsurance
contracts. Reinsurance contracts do not relieve the ceding
companies of their obligations to indemnify policyholders with
respect to the underlying insurance contracts.
Goodwill
Goodwill of acquired businesses represents the excess of the
cost of acquired entities (principally CORT) over the fair
values assigned to assets acquired and liabilities assumed. The
Company accounts for goodwill in accordance with Statement of
Financial Accounting Standards (SFAS) No. 142,
Goodwill and Other Intangible Assets, which requires
the Company to test goodwill for impairment annually or whenever
events or changes in circumstances indicate that the carrying
values may not be recoverable. Annual impairment tests are
performed in the fourth quarter of each year using a variety of
methods that require that certain assumptions and estimates be
made regarding economic factors and future profitability.
Impairments, if any, are charged to earnings.
|
|
Item 7A. |
Quantitative and Qualitative Disclosures About Market Risk |
Wescos consolidated balance sheet contains substantial
amounts of investments whose estimated fair
(carrying) values are subject to market risks. Values of
marketable equity securities are subject to fluctuations in
their stock market prices, and values of securities with fixed
maturities are subject to changes in interest rate levels. Apart
from investments, the consolidated balance sheet at
December 31, 2006 did not contain significant assets or
liabilities with values subject to these or other potential
market exposures such as those relating to changes in commodity
prices or foreign exchange rates. Wesco does not utilize
derivatives to manage market risks.
EQUITY PRICE RISK
Wescos consolidated balance sheet at December 31,
2006 contained $1.04 billion of marketable equity
securities stated at market value, up from $885 million one
year earlier. The increase was due to an increase in market
values as well as the purchase of securities at cost of
$18.9 million during 2006. The carrying values of
Wescos equity securities are exposed to market price
fluctuations, which may be accentuated by the concentration
existing in the equity portfolio. (At December 31, 2006,
two investments comprised 78% of the carrying value of the
consolidated equity portfolio.) In addition, the businesses
represented by the equity investments are exposed to risks
related to other markets. The two largest holdings of the
consolidated group at December 31, 2006 ($807 million,
combined) were common stocks of The Procter & Gamble
Company and The Coca-Cola Company, both of which have global
operations and thus are subject to changes in foreign currency
exchange rates. These and other market risks to which these
investees are subject, such as commodity price fluctuations, are
required, where material, to be reported upon in the filings
these companies make with the SEC, which are available to the
public.
Strategically, Wesco strives to invest in businesses that
possess excellent economics, with able and honest management, at
sensible prices. Wescos management prefers to invest a
meaningful amount in each investee, resulting in concentration.
Most equity investments are expected to be held for long periods
of time; thus, Wescos management is not ordinarily
troubled by short-term price volatility with respect to its
investments provided that the underlying business, economic and
34
management characteristics of the investees remain favorable.
Wesco strives to maintain above-average levels of
shareholders equity as well as much liquidity to provide a
margin of safety against short-term equity price volatility.
The carrying values of investments subject to equity price risks
are based on quoted market prices. Market prices are subject to
fluctuation and, consequently, the amount realized upon the
subsequent sale of an investment may significantly differ from
the reported market value. Fluctuation in the market price of a
security may result from perceived changes in the underlying
economic characteristics of the investee, the relative prices of
alternative investments, or general market conditions.
Furthermore, amounts realized upon the sale of a particular
security may be adversely affected if a relatively large
quantity of the security is being sold.
The following table summarizes Wescos equity price risks
as of December 31, 2006 and 2005. It shows the effects of a
hypothetical 30% overall increase or decrease in market prices
of marketable equity securities owned by the Wesco group on
total recorded market value and, after tax effect, on
Wescos shareholders equity at each of those dates.
(Amounts are in thousands.)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2006 | |
|
December 31, 2005 | |
|
|
| |
|
| |
|
|
Increase | |
|
Decrease | |
|
Increase | |
|
Decrease | |
|
|
| |
|
| |
|
| |
|
| |
Market value of marketable equity securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As recorded
|
|
$ |
1,040,550 |
|
|
$ |
1,040,550 |
|
|
$ |
884,673 |
|
|
$ |
884,673 |
|
|
Hypothetical
|
|
|
1,352,716 |
|
|
|
728,385 |
|
|
|
1,150,075 |
|
|
|
619,271 |
|
Shareholders equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As recorded
|
|
|
2,400,338 |
|
|
|
2,400,338 |
|
|
|
2,230,432 |
|
|
|
2,230,432 |
|
|
Hypothetical
|
|
|
2,603,245 |
|
|
|
2,197,430 |
|
|
|
2,402,943 |
|
|
|
2,057,921 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The 30% hypothetical changes in market values assumed in
preparing the tables do not reflect what could be considered
best- or worst-case scenarios. Indeed, actual results could be
much worse or better due both to the nature of equity markets
and the aforementioned concentration existing in Wescos
equity investment portfolio.
INTEREST RATE RISK
Wescos consolidated balance sheet at December 31,
2006 contained $1.26 billion of cash and cash equivalents
and $82 million of securities with fixed maturities stated
at fair value, versus $1.19 billion of cash and cash
equivalents and $74 million of securities with fixed
maturities one year earlier. Consequently, market value risks
with respect to interest-rate movements or other factors as of
December 31, 2006 are considered insignificant.
The fair values of Wescos fixed-maturity investments
fluctuate in response to changes in market interest rates.
Increases and decreases in prevailing interest rates generally
translate into decreases and increases in fair values. Fair
values of Wescos investments may also be affected by the
creditworthiness of the issuer, prepayment options, relative
values of alternative investments, the liquidity of the
instrument and other general market conditions.
35
FORWARD-LOOKING STATEMENTS
Certain written or oral representations of management stated in
this annual 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.
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 those risks reported in Item 1A, Risk Factors,
but also to 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.
|
|
Item 8. |
Financial Statements and Supplementary Data |
Following is an index to financial statements and related
schedules of Wesco appearing in this report:
|
|
|
|
|
|
|
Page | |
Financial Statements |
|
Number(s) | |
|
|
| |
|
|
|
41 |
|
|
|
|
42 |
|
|
|
|
43 |
|
|
|
|
44 |
|
|
|
|
45 |
|
|
|
|
46-58 |
|
Listed below are financial statement schedules required by the
SEC to be included in this report. The data appearing therein
should be read in conjunction with the consolidated financial
statements and notes thereto of Wesco and the independent
auditors report referred to above. Schedules not included
with these financial statement schedules have been omitted
because they are not applicable or the required information is
shown in the consolidated financial statements or notes thereto.
|
|
|
|
|
|
|
|
|
|
|
Schedule | |
|
Page | |
Financial Statement Schedule |
|
Number | |
|
Number(s) | |
|
|
| |
|
| |
Condensed financial information of Wesco
December 31, 2006 and 2005, and years ended
December 31, 2006, 2005 and 2004
|
|
|
I |
|
|
|
59-60 |
|
36
|
|
Item 9. |
Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure |
Not applicable, as there were no such changes or disagreements.
|
|
Item 9A. |
Controls and Procedures |
An evaluation was performed under the supervision and with the
participation of the Companys management, including
Charles T. Munger, its Chief Executive Officer and Jeffrey L.
Jacobson, its Chief Financial Officer, of the effectiveness of
the design and operation of the Companys disclosure
controls and procedures as of December 31, 2006. 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 (the Exchange
Act), 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 has been no change in the Companys internal control
over financial reporting during the fiscal quarter ended
December 31, 2006 that has materially affected, or is
reasonably likely to materially affect, the Companys
internal control over financial reporting.
MANAGEMENTS REPORT ON INTERNAL CONTROL OVER FINANCIAL
REPORTING
Wescos management is responsible for establishing and
maintaining adequate internal control over financial reporting
as such term is defined in
Rule 13a-15(f)
under the Exchange Act. The internal control system of Wesco and
its subsidiaries is designed to provide reasonable assurance
regarding the preparation and fair presentation of Wescos
published consolidated financial statements. Under the
supervision and with the participation of our management,
including Charles T. Munger, our principal executive officer,
and Jeffrey L. Jacobson, our principal financial officer, we
conducted an evaluation of the effectiveness of the
Companys internal control over financial reporting as of
December 31, 2006 as required by
Rule 13a-15(c)
under the Exchange Act. In making this assessment, we used the
criteria set forth in the framework in Internal
Control Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway
Commission. Based on that evaluation, we concluded that
Wescos internal control over financial reporting was
effective as of December 31, 2006.
Wescos independent registered public accounting firm has
audited our assessment of internal control over financial
reporting as of December 31, 2006. Their report appears
immediately below.
|
|
|
WESCO FINANCIAL CORPORATION |
Pasadena, California
February 27, 2007
37
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of
Wesco Financial Corporation
Pasadena, California
We have audited managements assessment, included in the
accompanying Managements Report on Internal Control Over
Financial Reporting, that Wesco Financial Corporation and
subsidiaries (the Company) maintained effective
internal control over financial reporting as of
December 31, 2006, based on criteria established in
Internal Control Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway
Commission. The Companys management is responsible for
maintaining effective internal control over financial reporting
and for its assessment of the effectiveness of internal control
over financial reporting. Our responsibility is to express an
opinion on managements assessment and an opinion on the
effectiveness of the Companys internal control over
financial reporting based on our audit.
We conducted our audit in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control
over financial reporting was maintained in all material
respects. Our audit included obtaining an understanding of
internal control over financial reporting, evaluating
managements assessment, testing and evaluating the design
and operating effectiveness of internal control, and performing
such other procedures as we considered necessary in the
circumstances. We believe that our audit provides a reasonable
basis for our opinions.
A companys internal control over financial reporting is a
process designed by, or under the supervision of, the
companys principal executive and principal financial
officers, or persons performing similar functions, and effected
by the companys board of directors, management, and other
personnel to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with
generally accepted accounting principles. A companys
internal control over financial reporting includes those
policies and procedures that (1) pertain to the maintenance
of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions
are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company
are being made only in accordance with authorizations of
management and directors of the company; and (3) provide
reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the
companys assets that could have a material effect on the
financial statements.
Because of the inherent limitations of internal control over
financial reporting, including the possibility of collusion or
improper management override of controls, material misstatements
due to error or fraud may not be prevented or detected on a
timely basis. Also, projections of any evaluation of the
effectiveness of the internal control over financial reporting
to future periods are subject to the risk that the controls may
become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may
deteriorate.
In our opinion, managements assessment that the Company
maintained effective internal control over financial reporting
as of December 31, 2006, is fairly stated, in all material
respects, based on the criteria established in Internal
Control Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway
Commission. Also in our opinion, the Company maintained, in all
material respects, effective internal control over financial
reporting as of December 31, 2006, based on the criteria
established in Internal Control Integrated
Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission.
We have also audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States), the
consolidated financial statements and financial statement
schedule as of and for the year ended December 31, 2006 of
the Company and our report dated February 27, 2007
expressed an unqualified opinion on those financial statements
and financial statement schedule.
Omaha, Nebraska
February 27, 2007
38
Item 9B. Other
Information
None.
PART III
|
|
Item 10. |
Directors and Executive Officers of the Registrant |
The information set forth in the sections entitled
Election of Directors, Executive
Officers, Corporate Governance and Code
of Business Conduct and Ethics appearing in the definitive
combined notice of annual meeting and proxy statement of Wesco
for its annual meeting of shareholders scheduled to be held
May 9, 2007 (the 2007 Proxy Statement) is
incorporated herein by reference.
|
|
Item 11. |
Executive Compensation |
The information set forth in the sections Compensation of
Executive Officers, Compensation Discussion and
Analysis and Director Compensation in the 2007
Proxy Statement is incorporated herein by reference. All such
compensation is cash compensation; Wesco neither has, nor is
considering having, any stock option plan or other equity
compensation arrangement.
|
|
Item 12. |
Security Ownership of Certain Beneficial Owners and
Management and Related Shareholder Matters |
The information set forth in the sections Voting
Securities and Principal Holders Thereof, Security
Ownership of Certain Beneficial Owners and Management and
Section 16(A) Beneficial Ownership Reporting
Compliance in the 2007 Proxy Statement is incorporated
herein by reference.
|
|
Item 13. |
Certain Relationships and Related Transactions, and Director
Independence |
Certain information set forth in the sections Election of
Directors, Voting Securities and Principal Holders
Thereof, Compensation of Executive Officers,
Director Compensation, Corporate
Governance and Compensation Discussion and
Analysis in the 2007 Proxy Statement is incorporated
herein by reference.
|
|
Item 14. |
Principal Accountant Fees and Services |
The information set forth in the section Independent
Registered Public Accounting Firm in the 2007 Proxy
Statement is incorporated herein by reference.
|
|
Item 15. |
Exhibits and Financial Statement Schedules |
The following exhibits (listed by numbers corresponding to
Table 1 of Item 601 of
Regulation S-K)
are filed as part of this Annual Report on
Form 10-K or are
incorporated herein by reference:
3a Articles of incorporation and by-laws of Wesco
(filed as exhibit 3a to Wescos
Form 10-K for the
year ended December 31, 1999 Commission File
No. 1-4720)
14 Code of Ethics (may be accessed through
Wescos website, www.wescofinancial.com.)
21 List of subsidiaries
31(a) Certification Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002 (chief executive officer)
31(b) Certification Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002 (chief financial officer)
32(a) Certification Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 (chief executive officer)
39
32(b) Certification Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 (chief financial officer)
Instruments defining the rights of holders of long-term debt of
Wesco and its subsidiaries are not being filed since the total
amount of securities authorized by all such instruments does not
exceed 10% of the total assets of Wesco and its subsidiaries on
a consolidated basis as of December 31, 2006. Wesco hereby
agrees to furnish to the Commission upon request a copy of any
such debt instrument to which it is a party.
The index to financial statements and related schedules set
forth in Item 8 of this report is incorporated herein by
reference.
SIGNATURES
Pursuant to the requirements of Section 13 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.
WESCO FINANCIAL CORPORATION
|
|
|
|
|
|
By: |
|
/s/ Charles T. Munger
|
|
|
|
|
Charles T. Munger
Chairman of the Board and President (principal executive officer) |
|
February 27, 2007 |
|
By:
|
|
/s/ Jeffrey L. Jacobson
|
|
|
|
|
Jeffrey L. Jacobson
Vice President and Chief Financial Officer
(principal financial and accounting officer) |
|
February 27, 2007 |
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the
dates indicated.
|
|
|
|
/s/ Carolyn H.
Carlburg
|
|
|
Carolyn H. Carlburg
Director |
|
February 27, 2007 |
|
/s/ Robert E. Denham
|
|
|
Robert E. Denham
Director |
|
February 27, 2007 |
|
/s/ Robert T. Flaherty
|
|
|
Robert T. Flaherty
Director |
|
February 27, 2007 |
|
/s/ Peter D. Kaufman
|
|
|
Peter D. Kaufman
Director |
|
February 27, 2007 |
|
/s/ Charles T. Munger
|
|
|
Charles T. Munger
Director |
|
February 27, 2007 |
40
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of
Wesco Financial Corporation
Pasadena, California
We have audited the accompanying consolidated balance sheets of
Wesco Financial Corporation and subsidiaries (the
Company) as of December 31, 2006 and 2005, and
the related consolidated statements of income, changes in
shareholders equity and comprehensive income and cash
flows for each of the three years in the period ended
December 31, 2006. Our audits also included the financial
statement schedule listed in the Index at Item 8. These
financial statements and financial statement schedule are the
responsibility of the Companys management. Our
responsibility is to express an opinion on the financial
statements and financial statement schedule based on our audits.
We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such consolidated financial statements present
fairly, in all material respects, the financial position of
Wesco Financial Corporation and subsidiaries as of
December 31, 2006 and 2005, and the results of their
operations and their cash flows for each of the three years in
the period ended December 31, 2006, in conformity with
accounting principles generally accepted in the United States of
America. Also, in our opinion, such financial statement
schedule, when considered in relation to the basic consolidated
financial statements taken as a whole, presents fairly, in all
material respects, the information set forth therein.
We have also audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States), the
effectiveness of the Companys internal control over
financial reporting as of December 31, 2006, based on the
criteria established in Internal Control
Integrated Framework IIissued by the Committee of
Sponsoring Organizations of the Treadway Commission and our
report dated February 27, 2007 expressed an unqualified
opinion on managements assessment of the effectiveness of
the Companys internal control over financial reporting and
an unqualified opinion on the effectiveness of the
Companys internal control over financial reporting.
Omaha, Nebraska
February 27, 2007
41
WESCO FINANCIAL CORPORATION
CONSOLIDATED BALANCE SHEET
(Dollar amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, | |
|
|
| |
|
|
2006 | |
|
2005 | |
|
|
| |
|
| |
ASSETS |
Cash and cash equivalents
|
|
$ |
1,257,351 |
|
|
$ |
1,194,113 |
|
Investments:
|
|
|
|
|
|
|
|
|
|
Securities with fixed maturities
|
|
|
81,861 |
|
|
|
74,441 |
|
|
Marketable equity securities
|
|
|
1,040,550 |
|
|
|
884,673 |
|
Accounts receivable
|
|
|
60,386 |
|
|
|
53,987 |
|
Rental furniture
|
|
|
182,846 |
|
|
|
187,572 |
|
Goodwill of acquired businesses
|
|
|
266,607 |
|
|
|
266,607 |
|
Other assets
|
|
|
80,704 |
|
|
|
67,118 |
|
|
|
|
|
|
|
|
|
|
$ |
2,970,305 |
|
|
$ |
2,728,511 |
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS EQUITY |
Insurance losses and loss adjustment expenses
|
|
|
|
|
|
|
|
|
|
Affiliated business
|
|
$ |
29,761 |
|
|
$ |
19,697 |
|
|
Unaffiliated business
|
|
|
48,549 |
|
|
|
42,283 |
|
Unearned insurance premiums
|
|
|
|
|
|
|
|
|
|
Affiliated business
|
|
|
14,062 |
|
|
|
12,301 |
|
|
Unaffiliated business
|
|
|
15,298 |
|
|
|
16,092 |
|
Deferred furniture rental income and security deposits
|
|
|
20,440 |
|
|
|
22,204 |
|
Accounts payable and accrued expenses
|
|
|
48,258 |
|
|
|
52,587 |
|
Notes payable
|
|
|
38,200 |
|
|
|
42,300 |
|
Income taxes payable, principally deferred
|
|
|
355,399 |
|
|
|
290,615 |
|
|
|
|
|
|
|
|
|
|
|
569,967 |
|
|
|
498,079 |
|
|
|
|
|
|
|
|
Shareholders equity:
|
|
|
|
|
|
|
|
|
|
Capital stock, $1 par value authorized,
7,500,000 shares; issued and outstanding,
7,119,807 shares
|
|
|
7,120 |
|
|
|
7,120 |
|
|
Additional paid-in capital
|
|
|
26,204 |
|
|
|
26,204 |
|
|
Accumulated other comprehensive income
|
|
|
344,978 |
|
|
|
256,710 |
|
|
Retained earnings
|
|
|
2,022,036 |
|
|
|
1,940,398 |
|
|
|
|
|
|
|
|
|
|
Total shareholders equity
|
|
|
2,400,338 |
|
|
|
2,230,432 |
|
|
|
|
|
|
|
|
|
|
$ |
2,970,305 |
|
|
$ |
2,728,511 |
|
|
|
|
|
|
|
|
See notes to consolidated financial statements.
42
WESCO FINANCIAL CORPORATION
CONSOLIDATED STATEMENT OF INCOME
(Dollar amounts in thousands except for amounts per share)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, | |
|
|
| |
|
|
2006 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Furniture rentals
|
|
$ |
324,300 |
|
|
$ |
303,485 |
|
|
$ |
275,378 |
|
|
Sales and service revenues
|
|
|
139,058 |
|
|
|
141,749 |
|
|
|
139,130 |
|
|
Insurance premiums earned
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Affiliated business
|
|
|
32,643 |
|
|
|
32,450 |
|
|
|
19,371 |
|
|
|
Unaffiliated business
|
|
|
21,506 |
|
|
|
17,032 |
|
|
|
35,218 |
|
|
Dividend and interest income
|
|
|
84,504 |
|
|
|
56,792 |
|
|
|
36,844 |
|
|
Realized investment gains
|
|
|
|
|
|
|
333,241 |
|
|
|
|
|
|
Other
|
|
|
3,716 |
|
|
|
3,541 |
|
|
|
3,372 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
605,727 |
|
|
|
888,290 |
|
|
|
509,313 |
|
|
|
|
|
|
|
|
|
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of products and services sold
|
|
|
154,218 |
|
|
|
153,402 |
|
|
|
146,783 |
|
|
Insurance losses and loss adjustment expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Affiliated business
|
|
|
21,401 |
|
|
|
11,990 |
|
|
|
(2,251 |
) |
|
|
Unaffiliated business
|
|
|
9,944 |
|
|
|
9,482 |
|
|
|
22,209 |
|
|
Insurance underwriting expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Affiliated business
|
|
|
7,566 |
|
|
|
6,611 |
|
|
|
6,646 |
|
|
|
Unaffiliated business
|
|
|
7,294 |
|
|
|
6,832 |
|
|
|
5,458 |
|
|
Selling, general and administrative expenses
|
|
|
265,327 |
|
|
|
262,594 |
|
|
|
261,434 |
|
|
Interest expense
|
|
|
2,711 |
|
|
|
1,575 |
|
|
|
799 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
468,461 |
|
|
|
452,486 |
|
|
|
441,078 |
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes and minority interest
|
|
|
137,266 |
|
|
|
435,804 |
|
|
|
68,235 |
|
Income taxes
|
|
|
45,233 |
|
|
|
141,225 |
|
|
|
20,808 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
92,033 |
|
|
$ |
294,579 |
|
|
$ |
47,427 |
|
|
|
|
|
|
|
|
|
|
|
Amounts per capital share based on 7,119,807 shares
outstanding throughout each year:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
12.93 |
|
|
$ |
41.37 |
|
|
$ |
6.66 |
|
|
Cash dividends
|
|
|
1.46 |
|
|
|
1.42 |
|
|
|
1.38 |
|
|
|
|
|
|
|
|
|
|
|
See notes to consolidated financial statements.
43
WESCO FINANCIAL CORPORATION
CONSOLIDATED STATEMENT OF CHANGES IN
SHAREHOLDERS EQUITY
AND COMPREHENSIVE INCOME
(Dollar amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, | |
|
|
| |
|
|
2006 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
Capital Stock:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at beginning and end of year
|
|
$ |
7,120 |
|
|
$ |
7,120 |
|
|
$ |
7,120 |
|
|
|
|
|
|
|
|
|
|
|
Additional Paid-in Capital:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at beginning and end of year
|
|
$ |
26,204 |
|
|
$ |
26,204 |
|
|
$ |
26,204 |
|
|
|
|
|
|
|
|
|
|
|
Retained Earnings:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at beginning of year
|
|
$ |
1,940,398 |
|
|
$ |
1,655,929 |
|
|
$ |
1,618,324 |
|
|
|
Net income
|
|
|
92,033 |
|
|
|
294,579 |
|
|
|
47,427 |
|
|
|
Cash dividends declared and paid
|
|
|
(10,395 |
) |
|
|
(10,110 |
) |
|
|
(9,822 |
) |
|
|
|
|
|
|
|
|
|
|
|
Balance at end of year
|
|
$ |
2,022,036 |
|
|
$ |
1,940,398 |
|
|
$ |
1,655,929 |
|
|
|
|
|
|
|
|
|
|
|
Accumulated Other Comprehensive Income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized appreciation of investments
|
|
$ |
136,038 |
|
|
$ |
(263,026 |
) |
|
$ |
1,862 |
|
|
|
Applicable income taxes
|
|
|
(47,770 |
) |
|
|
92,046 |
|
|
|
(714 |
) |
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income
|
|
|
88,268 |
|
|
|
(170,980 |
) |
|
|
1,148 |
|
|
Accumulated other comprehensive income at beginning of year
|
|
|
256,710 |
|
|
|
427,690 |
|
|
|
426,542 |
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated other comprehensive income at end of year
|
|
$ |
344,978 |
|
|
$ |
256,710 |
|
|
$ |
427,690 |
|
|
|
|
|
|
|
|
|
|
|
Comprehensive Income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
92,033 |
|
|
$ |
294,579 |
|
|
$ |
47,427 |
|
|
Other comprehensive income
|
|
|
88,268 |
|
|
|
(170,980 |
) |
|
|
1,148 |
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income
|
|
$ |
180,301 |
|
|
$ |
123,599 |
|
|
$ |
48,575 |
|
|
|
|
|
|
|
|
|
|
|
See notes to consolidated financial statements.
44
WESCO FINANCIAL CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
(Dollar amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, | |
|
|
| |
|
|
2006 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
92,033 |
|
|
$ |
294,579 |
|
|
$ |
47,427 |
|
|
Adjustments to reconcile net income with net cash flows from
operating activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit on sale of rental furniture
|
|
|
(25,468 |
) |
|
|
(24,955 |
) |
|
|
(25,956 |
) |
|
|
Investment gains
|
|
|
|
|
|
|
(333,241 |
) |
|
|
|
|
|
|
Depreciation and amortization
|
|
|
41,732 |
|
|
|
38,887 |
|
|
|
36,473 |
|
|
|
Increase (decrease) in liabilities for insurance losses and
loss adjustment expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Affiliated business
|
|
|
10,064 |
|
|
|
4,787 |
|
|
|
(52,506 |
) |
|
|
|
Unaffiliated business
|
|
|
6,266 |
|
|
|
1,031 |
|
|
|
6,142 |
|
|
Increase (decrease) in unearned insurance
premiums
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Affiliated business
|
|
|
1,761 |
|
|
|
(1,817 |
) |
|
|
5,472 |
|
|
|
Unaffiliated business
|
|
|
(794 |
) |
|
|
4,869 |
|
|
|
(9,124 |
) |
|
|
Increase in income taxes payable
|
|
|
17,014 |
|
|
|
110,656 |
|
|
|
24,050 |
|
|
|
Other, net
|
|
|
(10,141 |
) |
|
|
6,605 |
|
|
|
23,715 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash flows from operating activities
|
|
|
132,467 |
|
|
|
101,401 |
|
|
|
55,693 |
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of securities with fixed maturities
|
|
|
(42,804 |
) |
|
|
(24,368 |
) |
|
|
(2,907 |
) |
|
Purchases of rental furniture
|
|
|
(80,151 |
) |
|
|
(97,297 |
) |
|
|
(76,532 |
) |
|
Purchases of equity securities
|
|
|
(18,856 |
) |
|
|
(51,886 |
) |
|
|
|
|
|
Proceeds from redemptions and maturities of securities with
fixed maturities
|
|
|
34,465 |
|
|
|
29,676 |
|
|
|
72,592 |
|
|
Proceeds from sales of securities with fixed maturities
|
|
|
|
|
|
|
11,577 |
|
|
|
|
|
|
Proceeds from sales of rental furniture
|
|
|
70,189 |
|
|
|
72,000 |
|
|
|
67,772 |
|
|
Acquisitions of businesses, net of cash and cash equivalents
acquired
|
|
|
|
|
|
|
|
|
|
|
(12,704 |
) |
|
Additions to condominium construction in process
|
|
|
(14,905 |
) |
|
|
(9,029 |
) |
|
|
(2,236 |
) |
|
Other, net
|
|
|
(2,672 |
) |
|
|
(2,089 |
) |
|
|
299 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash flows from investing activities
|
|
|
(54,734 |
) |
|
|
(71,416 |
) |
|
|
46,284 |
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Borrowings (repayments) under revolving credit facility, net
|
|
|
(4,100 |
) |
|
|
13,100 |
|
|
|
16,900 |
|
|
Repayment of notes payable, net
|
|
|
|
|
|
|
(25 |
) |
|
|
(354 |
) |
|
Payment of cash dividends
|
|
|
(10,395 |
) |
|
|
(10,110 |
) |
|
|
(9,822 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash flows from financing activities
|
|
|
(14,495 |
) |
|
|
2,965 |
|
|
|
6,724 |
|
|
|
|
|
|
|
|
|
|
|
Increase in cash and cash equivalents
|
|
|
63,238 |
|
|
|
32,950 |
|
|
|
108,701 |
|
Cash and cash equivalents beginning of year
|
|
|
1,194,113 |
|
|
|
1,161,163 |
|
|
|
1,052,462 |
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents end of year
|
|
$ |
1,257,351 |
|
|
$ |
1,194,113 |
|
|
$ |
1,161,163 |
|
|
|
|
|
|
|
|
|
|
|
Supplementary disclosures:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest paid during year
|
|
$ |
2,589 |
|
|
$ |
481 |
|
|
$ |
375 |
|
|
Income taxes paid (recovered) during year, net
|
|
|
28,484 |
|
|
|
34,648 |
|
|
|
(7,142 |
) |
|
|
|
|
|
|
|
|
|
|
See notes to consolidated financial statements.
45
WESCO FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollar amounts in thousands except for amounts per share)
|
|
Note 1. |
Significant Accounting Policies and Practices |
Nature of operations, basis of consolidation, and
presentation
Wesco Financial Corporation (Wesco) is, indirectly,
an 80.1%-owned subsidiary of Berkshire Hathaway Inc.
(Berkshire). Wesco is a holding company. Its
consolidated financial statements include the accounts of Wesco
and its subsidiaries, all wholly owned. Its principal
subsidiaries are Wesco-Financial Insurance Company
(Wes-FIC), The Kansas Bankers Surety Company
(KBS), CORT Business Services Corporation
(CORT) and Precision Steel Warehouse, Inc.
(Precision Steel). Further information regarding
these businesses is contained in Note 12. Intercompany
balances and transactions are eliminated in the preparation of
the consolidated financial statements.
The operations of Wes-FIC are managed by Berkshire
Hathaways National Indemnity Company (NICO)
subsidiary. Historically, a significant part of Wes-FICs
insurance business has derived from contracts with NICO and
other wholly owned insurance subsidiaries of Berkshire. To
simplify discussion, the term Berkshire Insurance
Group, as used herein, refers to those companies,
individually or collectively, although Berkshire also includes
in its insurance group the insurance subsidiaries that are
80.1%-owned through Berkshires ownership of Wesco. Terms
of Wes-FICs participation in the insurance contracts are
essentially identical to those by which the other Berkshire
Insurance Group members participate except as to the relative
percentages of their participation in the various contracts.
Financial data appearing in the accompanying consolidated
financial statements relative to business with the Berkshire
Insurance Group is designated as affiliated business.
Accounting pronouncements not yet in effect
In July 2006, the Financial Accounting Standards Board (the
FASB) issued Interpretation No. 48,
Accounting for Uncertainty in Income Taxes an
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. Wescos management does not believe that any
accounting pronouncements issued to date by the FASB or other
applicable authorities and required to be adopted after yearend
2006 are likely to have a material effect on shareholders
equity.
Use of estimates in preparation of financial statements
The preparation of financial statements in conformity with
accounting principles generally accepted in the United States
(GAAP) requires management to make estimates and
assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the
reported revenues and expenses during the period reported upon.
In particular, estimates of unpaid losses and loss adjustment
expenses for property and casualty insurance are subject to
considerable estimation error due to the inherent uncertainty in
projecting ultimate claim amounts that will be reported and
settled over a period of many years. The estimates and
assumptions are based on managements evaluation of the
relevant facts and circumstances using information available at
the time such estimates and assumptions are made. The amounts of
such assets, liabilities, revenues and expenses included in the
consolidated financial statements may differ significantly from
those that
46
might result from use of estimates and assumptions based on
facts and circumstances not yet available. Although Wescos
management does not believe such changes in estimates would have
a materially adverse effect on shareholders equity, they
could produce a material effect on results of operations in a
reporting period.
Cash equivalents
Cash equivalents consist of funds invested in U.S. Treasury
Bills, money market accounts, and in other investments with a
maturity of three months or less when purchased.
Investments
The appropriate classifications of investments in securities
with fixed maturities and marketable equity securities are
established at the time of purchase and reevaluated as of each
balance sheet date. There are three permissible classifications:
held-to-maturity,
trading, and, when neither of those classifications is
applicable, available-for-sale. In recent years, all equity and
fixed-maturity investments have been classified as
available-for-sale and carried at fair value, with unrealized
gains and losses, net of applicable deferred income taxes,
reported as a separate component of shareholders equity.
Realized investment gains and losses, determined on a
specific-identification basis, are included in the consolidated
statement of income, as are provisions for other-than-temporary
declines in market or estimated fair value, when applicable.
Accounts receivable
Substantially all accounts receivable are due from customers
located within the United States. Accounts receivable are
recorded net of an allowance for doubtful accounts, based on a
review of specifically identified accounts in addition to an
overall collectibility analysis. Judgments are made with respect
to the collectibility of accounts receivable based on historical
experience and current economic trends. Actual losses could
differ from those estimates.
Rental furniture
Rental furniture consists principally of residential and office
furniture which is available for rental or, if no longer up to
rental standards, for sale. Rental furniture is carried at cost,
less accumulated depreciation calculated primarily on a
declining-balance basis over 3 to 5 years using estimated
salvage values of 25 to 40 percent of original cost.
Goodwill of acquired businesses
Goodwill of acquired businesses represents the excess of the
cost of acquired entities over the fair values assigned to
assets acquired and liabilities assumed. The Company accounts
for goodwill in accordance with Statement of Financial
Accounting Standards (SFAS) No. 142,
Goodwill and Other Intangible Assets, which requires
the Company to test goodwill for impairment annually or whenever
events or changes in circumstances indicate that the carrying
values may not be recoverable. Annual impairment tests are
performed in the fourth quarter of each year using a variety of
methods that require that certain assumptions and estimates be
made regarding economic factors and future profitability.
Impairments, if any, are charged to earnings.
Inventories
Inventories of $7,942 and $6,376, included in other assets on
the accompanying consolidated balance sheet at December 31,
2006 and 2005, are stated at lower of
last-in, first-out
(LIFO) cost
Dollar amounts in thousands except for amounts per share
47
or market; under this method, the most recent costs are
reflected in cost of products sold. The aggregate difference in
value between LIFO cost and cost determined under FIFO methods
was $9,169 and $8,025 as of December 31, 2006 and
December 31, 2005, respectively. LIFO inventory accounting
adjustments decreased income before income taxes by $994, $347
and $2,918 ($598, $208 and $1,755, after income taxes) for 2006,
2005 and 2004, respectively.
Revenue recognition
Insurance premiums are recognized as earned revenues in
proportion to the insurance protection provided, which in most
cases is pro rata over the term of each contract. Unearned
insurance premiums are deferred in the liability section of the
consolidated balance sheet. Certain costs of acquiring insurance
premiums commissions, premium taxes, and
other are deferred and charged to income as the
premiums are earned.
Furniture rentals are recognized as revenue proportionately over
the rental contact period; rentals received in advance are
deferred in the liability section of the consolidated balance
sheet. Costs related to furniture rentals comprise the main
element of cost of products and services sold on the
consolidated income statement and include depreciation expense,
repairs and maintenance, and inventory losses. Revenues from
product sales are recognized upon passage of title to the
customer, which coincides with customer pickup, product
shipment, delivery or acceptance, depending on the sales
arrangement.
Losses and loss adjustment expenses
Liabilities for insurance losses and loss adjustment expenses
represent estimates of the ultimate amounts payable under
property and casualty reinsurance and insurance contracts
related to losses occurring on or before the balance sheet date.
As of that date, some incurred claims have not yet been reported
(and some of these may not be reported for many years); the
liability for unpaid losses includes significant estimates for
these claims. Liabilities for insurance losses are determined
from (1) individual case amounts, (2) reports from
ceding insurers, and (3) past experience. Considerable
judgment is required to evaluate claims and estimate claim
liabilities in connection with reinsurance contracts because of
the inherent delays in receiving loss information from ceding
companies. As further data become available, the liabilities are
reevaluated and adjusted as appropriate. Additionally, reported
claims are in various stages of the settlement process. Each
claim is settled individually based upon its merits, and some
take years to settle, especially if legal action is involved.
Actual ultimate claims amounts are likely to differ from amounts
recorded at the balance sheet date. Changes in estimates are
recorded as a component of losses incurred in the period of
change.
Provisions for losses and loss adjustment expenses are reported
in the consolidated statement of income after deducting
estimates of amounts that will be recoverable under reinsurance
contracts. Reinsurance contracts do not relieve the ceding
companies of their obligations to indemnify policyholders with
respect to the underlying insurance contracts.
Income taxes payable
Income taxes are accounted for using the liability method. Under
this method, temporary differences between financial statement
and tax return bases of assets and liabilities at each balance
sheet date are multiplied by the tax rates in effect at that
date, with the results reported on the balance sheet as net
deferred tax liability. The effect of a change in tax rate on
such deferred items is required, under GAAP, to be reflected
when enacted in the consolidated statement of income even though
the original charge or credit for income taxes has been charged
or credited to shareholders equity, as in the case of
unrealized appreciation of investments. As the temporary
differences reverse in future periods, the taxes become
currently payable or recoverable.
Dollar amounts in thousands except for amounts per share
48
Following is a summary of investments in securities with fixed
maturities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2006 | |
|
December 31, 2005 | |
|
|
| |
|
| |
|
|
|
|
Estimated Fair | |
|
|
|
Estimated Fair | |
|
|
Amortized | |
|
(Carrying) | |
|
Amortized | |
|
(Carrying) | |
|
|
Cost | |
|
Value | |
|
Cost | |
|
Value | |
|
|
| |
|
| |
|
| |
|
| |
Mortgage-backed securities
|
|
$ |
39,173 |
|
|
$ |
39,799 |
|
|
$ |
45,569 |
|
|
$ |
47,174 |
|
Other, principally U.S. government obligations
|
|
|
42,070 |
|
|
|
42,062 |
|
|
|
27,272 |
|
|
|
27,267 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
81,243 |
|
|
$ |
81,861 |
|
|
$ |
72,841 |
|
|
$ |
74,441 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At yearend 2006 and 2005, the estimated fair values of
securities with fixed maturities contained unrealized gains of
$633 and $1,606. Unrealized losses at yearend 2006 and 2005
totaled $15 and $6.
Shown below are the amortized cost and estimated fair values of
securities with fixed maturities at December 31, 2006, by
contractual maturity dates.
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated Fair | |
|
|
Amortized | |
|
(Carrying) | |
|
|
Cost | |
|
Value | |
|
|
| |
|
| |
Due in 2007
|
|
$ |
42,070 |
|
|
$ |
42,062 |
|
Mortgage-backed securities
|
|
|
39,173 |
|
|
|
39,799 |
|
|
|
|
|
|
|
|
|
|
$ |
81,243 |
|
|
$ |
81,861 |
|
|
|
|
|
|
|
|
Following is a summary of investments in marketable equity
securities (all common stocks):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2006 | |
|
December 31, 2005 | |
|
|
| |
|
| |
|
|
|
|
Fair | |
|
|
|
Fair | |
|
|
|
|
(Carrying) | |
|
|
|
(Carrying) | |
|
|
Cost | |
|
Value | |
|
Cost | |
|
Value | |
|
|
| |
|
| |
|
| |
|
| |
The Procter & Gamble Company
|
|
$ |
424,367 |
|
|
$ |
459,820 |
|
|
$ |
424,367 |
|
|
$ |
414,103 |
|
The Coca-Cola Company
|
|
|
40,761 |
|
|
|
347,670 |
|
|
|
40,761 |
|
|
|
290,458 |
|
American Express Company
|
|
|
18,108 |
|
|
|
117,888 |
|
|
|
18,108 |
|
|
|
99,992 |
|
Other
|
|
|
27,768 |
|
|
|
115,172 |
|
|
|
8,912 |
|
|
|
80,120 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
511,004 |
|
|
$ |
1,040,550 |
|
|
$ |
492,148 |
|
|
$ |
884,673 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
On October 1, 2005, The Procter & Gamble Company
(PG) acquired 100% of The Gillette Company
(Gillette) by issuing 0.975 shares of its
common stock for each outstanding share of Gillette common
stock. Wesco realized a non-cash pre-tax investment gain of
$332,480 upon the exchange of Gillette shares for PG shares. The
cost of PG shares in the table above includes the fair value of
the Gillette shares exchanged for PG shares.
There were no unrealized losses of equity securities at
December 31, 2006. Total unrealized losses of equity
securities at December 31, 2005 were $10,264, all of which
related to securities in an unrealized loss position for less
than twelve months as of that date.
Realized investment gains are summarized below.
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
December 31, | |
|
|
2006 |
|
2005 | |
|
|
|
|
| |
Realized investment gains
|
|
$ |
|
|
|
$ |
333,255 |
|
Realized investment losses
|
|
|
|
|
|
|
(14 |
) |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
$ |
333,241 |
|
|
|
|
|
|
|
|
Dollar amounts in thousands except for amounts per share
49
Although the investments of Wesco and its subsidiaries are
subject to market risks, derivatives are not utilized to manage
risks.
|
|
Note 3. |
Accounts Receivable |
Accounts receivable are comprised of the following.
|
|
|
|
|
|
|
|
|
|
|
December, 31 | |
|
December 31, | |
|
|
2006 | |
|
2005 | |
|
|
| |
|
| |
Trade accounts receivable
|
|
$ |
62,971 |
|
|
$ |
56,372 |
|
Allowance for uncollectible accounts
|
|
|
(2,585 |
) |
|
|
(2,385 |
) |
|
|
|
|
|
|
|
|
|
$ |
60,386 |
|
|
$ |
53,987 |
|
|
|
|
|
|
|
|
Following is a breakdown of rental furniture:
|
|
|
|
|
|
|
|
|
|
|
December 31, | |
|
December 31, | |
|
|
2006 | |
|
2005 | |
|
|
| |
|
| |
Cost of rental furniture
|
|
$ |
278,177 |
|
|
$ |
275,135 |
|
Less accumulated depreciation
|
|
|
(95,331 |
) |
|
|
(87,563 |
) |
|
|
|
|
|
|
|
|
|
$ |
182,846 |
|
|
$ |
187,572 |
|
|
|
|
|
|
|
|
At yearends 2006 and 2005, the balance of goodwill carried as an
asset on Wescos consolidated balance sheet amounted to
$266,607, of which $239,616 related to Wescos acquisition
of CORT, with the balance pertaining to the KBS acquisition.
SFAS No. 142 requires that a two-step impairment test
be performed annually or whenever events or changes in
circumstances indicate that the carrying value of an asset may
not be recoverable. The first step of the test for impairment
compares the book value of the Companys reporting unit to
its estimated fair value. The second step of the goodwill
impairment test, which is only required when the net book value
of the reporting unit exceeds the fair value, compares the
implied fair value of goodwill to its book value to determine if
an impairment is required.
Because fair value is believed to exceed book value, step two
was not required. Fair value is estimated using a variety of
techniques and considerable judgment is required. Under the
income approach, the Company estimates the fair value of the
reporting unit based on the present value of future cash flows.
This approach is dependent on a number of factors including
projections of future earnings and discount rates. Although
management believes the determination was based on reasonably
conservative estimates, results of future operations are
uncertain and potential revisions to the projections of future
earnings or discount rates, caused by adverse changes to the
underlying long-term economics of the business, could lead to an
impairment of all or a portion of goodwill in future periods.
Dollar amounts in thousands except for amounts per share
50
|
|
Note 6. |
Insurance Losses and Loss Adjustment Expenses Payable |
The balances of unpaid losses and loss adjustment expenses are
based upon estimates of the ultimate claim costs associated with
property and casualty claim occurrences as of the balance sheet
dates including estimates for incurred but not reported
(IBNR) claims. Considerable judgment is required to
evaluate claims and establish estimated claim liabilities,
particularly with respect to certain casualty or liability
claims, which are typically reported over long periods of time
and subject to changing legal and litigation trends. The delay
in claim reporting is exacerbated in reinsurance of liability or
casualty claims as claim reporting by ceding companies is also
delayed by contract terms.
Following is a summary of liabilities for unpaid losses and loss
adjustment expenses for each of the past three years:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
Gross liabilities at beginning of year
|
|
$ |
61,980 |
|
|
$ |
56,162 |
|
|
$ |
102,526 |
|
Less ceded liabilities
|
|
|
(6,142 |
) |
|
|
(1,880 |
) |
|
|
(500 |
) |
|
|
|
|
|
|
|
|
|
|
Net balance at beginning of year
|
|
|
55,838 |
|
|
|
54,282 |
|
|
|
102,026 |
|
|
|
|
|
|
|
|
|
|
|
Incurred losses recorded during year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For current year
|
|
|
30,923 |
|
|
|
21,507 |
|
|
|
25,249 |
|
|
For all prior years
|
|
|
422 |
|
|
|
(35 |
) |
|
|
(5,291 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Total incurred losses
|
|
|
31,345 |
|
|
|
21,472 |
|
|
|
19,958 |
|
|
|
|
|
|
|
|
|
|
|
Payments made during year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For current year
|
|
|
7,925 |
|
|
|
7,234 |
|
|
|
6,238 |
|
|
For all prior years
|
|
|
12,576 |
|
|
|
12,682 |
|
|
|
61,464 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total payments
|
|
|
20,501 |
|
|
|
19,916 |
|
|
|
67,702 |
|
|
|
|
|
|
|
|
|
|
|
Net liabilities at end of year
|
|
|
66,682 |
|
|
|
55,838 |
|
|
|
54,282 |
|
Plus ceded liabilities
|
|
|
11,628 |
|
|
|
6,142 |
|
|
|
1,880 |
|
|
|
|
|
|
|
|
|
|
|
Gross liabilities at end of year
|
|
$ |
78,310 |
|
|
$ |
61,980 |
|
|
$ |
56,162 |
|
|
|
|
|
|
|
|
|
|
|
Incurred losses for all prior years, commonly known
as reserve development, represents the net amount of
estimation error charged (credited) to earnings with
respect to the liabilities established as of the beginning of
the year. Reference is made to Note 12, Business Segment
Data, for a summary of the principal insurance activities in
which Wescos insurance segment has engaged in the past
three years. During 2006, reserve development of $422 was
attributed principally to $1,703 of unfavorable loss development
of aviation-related reinsurance, partially offset by favorable
development ($1,284) for a contract whose coverage period ended
in 1989. During 2005, reserve development of ($35) was credited
to income and was attributed to $683 of favorable loss
development of aviation-related reinsurance, less unfavorable
development of $648 relating to primary insurance.
In 2004 the Company commuted its participation in a multi-year
reinsurance contract covering certain multi-line property and
casualty risks of a large, unaffiliated insurer under a contract
entered into in 2000. Payments made during 2004 for losses
incurred in prior years included $37,585 resulting from
commutation of the contract. As a result, the Company has no
further loss exposure under the contract, including exposures
related to the terrorist activity of September 11, 2001.
Accordingly, no loss reserves remain on the accompanying
consolidated balance sheet for this contract. The favorable
development for 2004 resulted almost entirely from the
commutation of that agreement.
Dollar amounts in thousands except for amounts per share
51
|
|
Note 7. |
Notes Payable and Other Contractual Obligations |
Following is a summary of notes payable, at year end:
|
|
|
|
|
|
|
|
|
|
|
December 31, | |
|
|
| |
|
|
2006 | |
|
2005 | |
|
|
| |
|
| |
Revolving credit facility
|
|
$ |
38,000 |
|
|
$ |
42,100 |
|
Other
|
|
|
200 |
|
|
|
200 |
|
|
|
|
|
|
|
|
|
|
$ |
38,200 |
|
|
$ |
42,300 |
|
|
|
|
|
|
|
|
The credit facility, used in the furniture rental business,
totals $100,000 and is unsecured. The weighted average annual
interest rate on amounts outstanding under the revolving credit
facility at yearend 2006 was 5.56% in addition to an annual
commitment fee of .075% of the total credit facility. The
underlying agreement does not contain any materially restrictive
covenants, and is guaranteed by Berkshire. The credit facility
expires in June 2011. In addition to the $38,000 of loans
outstanding at December 31, 2006, the business was
contingently liable with respect to letters of credit totaling
$10,851.
Estimated fair values of the notes payable at yearend 2006 and
2005 approximated carrying values of $38,200 and $42,300.
In addition to recorded liabilities, Wesco at yearend 2006 had
operating lease obligations aggregating $105,285 (payable in
2007, $25,503; in 2008, $22,725; in 2009, $18,026; in 2010,
$14,553; in 2011, $10,067; and thereafter, $14,411) and other
contractual obligations aggregating $80,661. Rent expense
amounted to $29,570, $28,503 and $29,800 for 2006, 2005 and 2004.
Following is a breakdown of income taxes payable at 2006 and
2005 yearends:
|
|
|
|
|
|
|
|
|
|
|
|
December 31, | |
|
|
| |
|
|
2006 | |
|
2005 | |
|
|
| |
|
| |
Deferred tax liabilities, relating to
|
|
|
|
|
|
|
|
|
|
Appreciation of investments
|
|
$ |
186,553 |
|
|
$ |
139,048 |
|
|
Cost basis differences in investments
|
|
|
116,368 |
|
|
|
116,368 |
|
|
Other items
|
|
|
40,004 |
|
|
|
47,679 |
|
|
|
|
|
|
|
|
|
|
|
342,925 |
|
|
|
303,095 |
|
Deferred tax assets
|
|
|
(20,353 |
) |
|
|
(27,232 |
) |
|
|
|
|
|
|
|
|
Net deferred tax liabilities
|
|
|
322,572 |
|
|
|
275,863 |
|
Taxes currently payable
|
|
|
32,827 |
|
|
|
14,752 |
|
|
|
|
|
|
|
|
Income taxes payable
|
|
$ |
355,399 |
|
|
$ |
290,615 |
|
|
|
|
|
|
|
|
Dollar amounts in thousands except for amounts per share
52
The consolidated statement of income contains a provision
(benefit) for income taxes, as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
Federal
|
|
$ |
43,251 |
|
|
$ |
141,406 |
|
|
$ |
19,894 |
|
State
|
|
|
1,982 |
|
|
|
(181 |
) |
|
|
914 |
|
|
|
|
|
|
|
|
|
|
|
|
Provision for income taxes
|
|
$ |
45,233 |
|
|
$ |
141,225 |
|
|
$ |
20,808 |
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
$ |
46,871 |
|
|
$ |
38,816 |
|
|
$ |
16,984 |
|
Deferred
|
|
|
(1,638 |
) |
|
|
102,409 |
|
|
|
3,824 |
|
|
|
|
|
|
|
|
|
|
|
|
Provision for income taxes
|
|
$ |
45,233 |
|
|
$ |
141,225 |
|
|
$ |
20,808 |
|
|
|
|
|
|
|
|
|
|
|
Following is a reconciliation of the statutory federal income
tax rate with the effective income tax rate resulting in the
provision for income taxes appearing on the consolidated
statement of income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
Statutory Federal income tax rate
|
|
|
35.0 |
% |
|
|
35.0 |
% |
|
|
35.0 |
% |
Decrease resulting from
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends received deduction
|
|
|
(1.1 |
) |
|
|
(0.9 |
) |
|
|
(3.3 |
) |
|
State income taxes, less Federal tax benefit
|
|
|
(0.2 |
) |
|
|
(0.1 |
) |
|
|
(0.9 |
) |
|
Other differences, net
|
|
|
(0.7 |
) |
|
|
(1.6 |
) |
|
|
(0.3 |
) |
|
|
|
|
|
|
|
|
|
|
Effective income tax provision rate
|
|
|
33.0 |
% |
|
|
32.4 |
% |
|
|
30.5 |
% |
|
|
|
|
|
|
|
|
|
|
Wesco and its subsidiaries join in the filing of consolidated
Federal income tax returns of Berkshire Hathaway Inc. The
consolidated Federal tax liability is apportioned among group
members pursuant to methods that result in each member of the
group paying or receiving an amount that approximates the
increase or decrease in consolidated taxes attributable to that
member. Consolidated Federal income tax returns have been
examined by and settled with the Internal Revenue Service
through 1998. Tax returns for the years 1999 through 2004 are
under examination.
|
|
Note 9. |
Consolidated Statement of Cash Flows |
CORTs furniture rental business encompasses the rental of
furniture and the sale of previously rented furniture. Inasmuch
as the average useful life of rental furniture approximates
three years, after which it is sold, rental furniture is
considered a productive asset rather than
inventory. Accordingly, as required by Statement of
Financial Accounting Standards No. 95, Statement of
Cash Flows, purchases of rental furniture are included in
investing activities on the accompanying consolidated statement
of cash flows. Furniture sales result not only in the
recognition of revenues, but also in the recognition of the cost
of sales equal to the net book value of the furniture sold, in
the period in which the sale occurs, essentially akin to the
relief from inventory of the cost of the goods sold in a retail
business. In financial statements issued for years prior to
2005, proceeds from the sales of rental furniture, less gross
profit included in net income, were included in operating
activities on the consolidated statement of cash flows.
In consideration of issues raised by the staff of the Securities
and Exchange Commission in 2005, the Company determined that it
is appropriate that the purchases and sales of furniture be
disclosed consistently within the consolidated statement of cash
flows. Accordingly, effective for years beginning with 2005,
proceeds from sales of rental furniture have been included in
cash flows from investing activities. Figures appearing in the
accompanying consolidated statement of cash flows for the year
ended December 31, 2004 have been reclassified to conform
with the revised presentation.
Dollar amounts in thousands except for amounts per share
53
The following table shows the effects of these reclassifications
on data presented for 2004.
|
|
|
|
|
Net cash flows from operating activities as previously reported
|
|
$ |
123,465 |
|
Reclassification
|
|
|
(67,772 |
) |
|
|
|
|
Revised net cash flows from operating activities
|
|
$ |
55,693 |
|
|
|
|
|
Net cash flows from investing activities as previously reported
|
|
$ |
(21,488 |
) |
Reclassification
|
|
|
67,772 |
|
|
|
|
|
Revised net cash flows from investing activities
|
|
$ |
46,284 |
|
|
|
|
|
|
|
Note 10. |
Environmental Matters and Litigation |
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. In addition, PBP, Precision Steel, and
other parties have been named in several civil lawsuits,
including lawsuits by and on behalf of area residents, relating
to this matter.
To date, PBP has recorded provisions aggregating $2,863 ($1,718,
after taxes), representing the estimated share of its costs of
remediation agreed to with governmental entities and other
parties, and related expenses, as well as estimated costs and
expenses associated with matters discussed below. 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 $724 ($434, after taxes) from its insurers for fees
and costs it had advanced before the insurers agreed to
undertake PBPs defense in certain of the matters.
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 granted the plaintiffs motion to certify
the class on liability issues, but not on damages. Late in 2006,
the plaintiffs 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. After approval of the agreement by the Court, the funds
were released to the plaintiffs. The defendants have begun the
process of mediating the reallocation of each partys
$1,211 payment based on their relative responsibilities for the
contamination. If mediation is not successful, the reallocation
would be determined by binding arbitration. Although PBPs
and Precision Steels insurers undertook 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 ultimately 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
Dollar amounts in thousands except for amounts per share
54
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, PBP has taken
samples of soils and groundwater, and has begun the analyses
which will provide information as to the extent to which
contamination from the industrial park may have migrated to the
pumping wells that served the plaintiffs home. The
plaintiffs experts have been deposed and plaintiff plans
to commence depositions of the defense side experts shortly. 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. As a
result of mediation, the case was recently settled, and it is
anticipated that PBP and Precision Steels share of the
settlement will be paid by their insurers. A third party
defendant who had 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 December 31, 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
55
|
|
Note 11. |
Quarterly Financial Information |
Unaudited quarterly consolidated financial information for 2006
and 2005 follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended | |
|
|
|
|
| |
|
|
|
|
March 31, | |
|
June 30, | |
|
September 30, | |
|
December 31, | |
|
Total For Year | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$ |
153,550 |
|
|
$ |
151,248 |
|
|
$ |
157,953 |
|
|
$ |
142,976 |
|
|
$ |
605,727 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
23,415 |
|
|
$ |
23,747 |
|
|
$ |
23,513 |
|
|
$ |
21,358 |
|
|
$ |
92,033 |
|
|
Per capital share
|
|
|
3.29 |
|
|
|
3.33 |
|
|
|
3.31 |
|
|
|
3.00 |
|
|
|
12.93 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$ |
133,550 |
|
|
$ |
139,033 |
|
|
$ |
143,700 |
|
|
$ |
472,007 |
|
|
$ |
888,290 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
18,427 |
|
|
$ |
19,180 |
|
|
$ |
17,866 |
|
|
$ |
239,106 |
|
|
$ |
294,579 |
|
|
Per capital share
|
|
|
2.59 |
|
|
|
2.69 |
|
|
|
2.51 |
|
|
|
33.58 |
|
|
|
41.37 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Realized net investment gains
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Before taxes* (included in revenues)
|
|
$ |
|
|
|
$ |
774 |
|
|
$ |
|
|
|
$ |
332,467 |
|
|
$ |
333,241 |
|
|
After taxes* (included in net income)
|
|
|
|
|
|
|
503 |
|
|
|
|
|
|
|
216,103 |
|
|
|
216,606 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note 12. |
Business Segment Data |
Wescos reportable business segments are organized in a
manner that reflects how management views those business
activities. The financial information that follows shows data of
reportable segments reconciled as needed to amounts reflected in
the Consolidated Financial Statements.
The insurance segment includes the accounts of Wes-FIC and its
subsidiary, KBS. Wes-FIC is engaged in the property and casualty
insurance and reinsurance business. For the past three years its
reinsurance business has consisted of participation with the
Berkshire Insurance Group in several pools of aviation-related
risks, and, in 2004, in the reinsurance of a portion of the
risks of a large, unaffiliated property and casualty insurer, in
a contract entered into in 2000 and commuted
(terminated) in the fourth quarter of 2004. The figures
relating to these reinsurance transactions, as well as to
liabilities and reserve development in connection with these and
other transactions with the Berkshire Insurance Group, are shown
on the accompanying consolidated financial statements as
affiliated business.
Wes-FIC has also participated through the Berkshire Insurance
Group in several contracts for super-catastrophe reinsurance
covering hurricane risks in Florida and catastrophic
excess-of-loss risks of
a major international reinsurer, in prior years. Because
Wescos board of directors desires that Wesco participate
in insurance and reinsurance activities in which the Berkshire
Insurance Group also participates, it has approved
Wes-FICs automatic acceptance of retrocessions of
super-catastrophe reinsurance provided that the following
guidelines are met: (1) in order not to delay the
acceptance process, the retrocession is to be accepted without
delay in writing in Nebraska by agents of Wes-FIC who are
salaried employees of the Berkshire Insurance Group;
(2) any ceding commission received
Dollar amounts in thousands except for amounts per share
56
by the Berkshire Insurance Group cannot exceed 3% of premiums;
(3) Wes-FIC is to assume 20% or less of the total risk;
(4) the Berkshire Insurance Group must retain at least 80%
of the identical risk; and (5) the aggregate premiums from
this type of business in any twelve-month period cannot exceed
10% of Wes-FICs net worth.
KBS provides specialized insurance coverage mainly to small- and
medium-sized banks in the Midwestern United States. In addition
to generating insurance premiums, Wescos insurance segment
derives dividend and interest income from the investment of
float (premiums received before payment of related claims and
expenses) as well as earnings retained and reinvested.
Payments of dividends by insurance subsidiaries are restricted
by insurance statutes and regulations. Without prior regulatory
approval, insurance subsidiaries may pay up to approximately
$247,332 as ordinary dividends during 2007.
Combined shareholders equity of Wes-FIC and KBS determined
pursuant to statutory accounting rules (statutory
surplus) was approximately $2,344,000 at December 31,
2006 and $2,193,000 at December 31, 2005. Statutory surplus
differs from the corresponding amount determined on the basis of
GAAP. The major differences between statutory basis accounting
and GAAP are that deferred policy acquisition costs, unrealized
gains and losses on investments in securities with fixed
maturities and related deferred income taxes are recognized
under GAAP but not for statutory reporting purposes. In
addition, statutory accounting for goodwill of acquired
businesses requires amortization of goodwill over 10 years,
whereas under GAAP, goodwill is subject to periodic tests for
impairment.
The furniture rental segment includes the operating accounts of
CORT. CORT is a national provider of rental furniture,
accessories and related services in the
rent-to-rent
segment of the furniture industry. It rents high-quality
furniture to corporate and individual customers who desire
flexibility in meeting their temporary office, residential or
trade show furnishing needs and who typically do not seek to own
such furniture. In addition, CORT sells previously rented
furniture through company-owned clearance centers.
The industrial segment includes the operating accounts of
Precision Steel and its subsidiaries. The Precision Steel group
operates two service centers, which buy steel and other metals
in the form of sheets or strips, cut these to order and sell
them directly to a wide variety of industrial customers
throughout the United States. The Precision Steel group also
manufactures shim stock and other toolroom specialty items and
sells them, along with hose clamps and threaded rod, nationwide,
generally through distributors.
Wescos consolidated realized net investment gains, most of
which have resulted from sales of investments held by its
insurance subsidiaries, and goodwill of acquired businesses, are
shown separately as nonsegment items, consistent with the way
Wescos management evaluates the performance of its
operating segments. Other items considered unrelated to
Wescos three business segments include principally
(1) investments other than those held by Wes-FIC and KBS,
together with related dividend and interest income,
(2) commercial real estate, together with related revenues
and expenses, (3) residential real estate development, and
(4) the assets, revenues and expenses of the parent company.
Dollar amounts in thousands except for amounts per share
57
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
Insurance segment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Premiums earned
|
|
$ |
54,149 |
|
|
$ |
49,482 |
|
|
$ |
54,589 |
|
|
Dividend and interest income
|
|
|
83,441 |
|
|
|
55,889 |
|
|
|
36,058 |
|
|
Income taxes
|
|
|
27,693 |
|
|
|
19,590 |
|
|
|
17,605 |
|
|
Net income
|
|
|
63,692 |
|
|
|
50,866 |
|
|
|
40,920 |
|
|
Depreciation and amortization other than of discounts and
premiums of investments
|
|
|
36 |
|
|
|
61 |
|
|
|
53 |
|
|
Advertising expense
|
|
|
153 |
|
|
|
89 |
|
|
|
76 |
|
|
Capital expenditures
|
|
|
51 |
|
|
|
45 |
|
|
|
76 |
|
|
Assets at yearend
|
|
|
2,375,564 |
|
|
|
2,142,033 |
|
|
|
2,004,417 |
|
|
|
|
|
|
|
|
|
|
|
Furniture rental segment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$ |
400,305 |
|
|
$ |
383,900 |
|
|
$ |
353,994 |
|
|
Income taxes
|
|
|
16,448 |
|
|
|
9,075 |
|
|
|
2,588 |
|
|
Net income
|
|
|
26,884 |
|
|
|
20,676 |
|
|
|
5,022 |
|
|
Depreciation and amortization other than of discounts and
premiums of investments
|
|
|
40,923 |
|
|
|
37,912 |
|
|
|
35,643 |
|
|
Advertising expense
|
|
|
15,392 |
|
|
|
13,177 |
|
|
|
18,245 |
|
|
Interest expense
|
|
|
2,711 |
|
|
|
1,575 |
|
|
|
799 |
|
|
Capital expenditures
|
|
|
1,988 |
|
|
|
3,972 |
|
|
|
4,091 |
|
|
Assets at yearend
|
|
|
247,484 |
|
|
|
255,767 |
|
|
|
245,777 |
|
|
|
|
|
|
|
|
|
|
|
Industrial segment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales, service and other revenues
|
|
$ |
63,053 |
|
|
$ |
61,334 |
|
|
$ |
60,514 |
|
|
Income taxes
|
|
|
707 |
|
|
|
858 |
|
|
|
664 |
|
|
Net income
|
|
|
1,211 |
|
|
|
1,198 |
|
|
|
1,094 |
|
|
Depreciation and amortization
|
|
|
448 |
|
|
|
448 |
|
|
|
426 |
|
|
Advertising expense
|
|
|
195 |
|
|
|
249 |
|
|
|
188 |
|
|
Capital expenditures
|
|
|
583 |
|
|
|
409 |
|
|
|
314 |
|
|
Assets at yearend
|
|
|
17,100 |
|
|
|
16,394 |
|
|
|
16,949 |
|
|
|
|
|
|
|
|
|
|
|
Goodwill of acquired businesses (included in assets)
|
|
$ |
266,607 |
|
|
$ |
266,607 |
|
|
$ |
266,607 |
|
|
|
|
|
|
|
|
|
|
|
Realized investment gains:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Before taxes (included in revenues)
|
|
$ |
|
|
|
$ |
333,241 |
|
|
$ |
|
|
|
After taxes (included in net income)
|
|
|
|
|
|
|
216,606 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other items unrelated to business segments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividend and interest income
|
|
$ |
1,063 |
|
|
$ |
903 |
|
|
$ |
786 |
|
|
Other revenues
|
|
|
3,716 |
|
|
|
3,541 |
|
|
|
3,372 |
|
|
Income taxes
|
|
|
385 |
|
|
|
(4,933 |
) |
|
|
(49 |
) |
|
Net income
|
|
|
246 |
|
|
|
5,233 |
|
|
|
391 |
|
|
Depreciation and amortization
|
|
|
291 |
|
|
|
466 |
|
|
|
350 |
|
|
Capital expenditures
|
|
|
83 |
|
|
|
606 |
|
|
|
288 |
|
|
Assets at yearend
|
|
|
63,550 |
|
|
|
47,710 |
|
|
|
37,785 |
|
|
|
|
|
|
|
|
|
|
|
Consolidated revenues (total of those set forth above)
|
|
$ |
605,727 |
|
|
$ |
888,290 |
|
|
$ |
509,313 |
|
|
|
|
|
|
|
|
|
|
|
Consolidated assets (total of those set forth above)
|
|
$ |
2,970,305 |
|
|
$ |
2,728,511 |
|
|
$ |
2,571,535 |
|
|
|
|
|
|
|
|
|
|
|
Dollar amounts in thousands except for amounts per share
58
WESCO FINANCIAL CORPORATION
SCHEDULE I CONDENSED FINANCIAL
INFORMATION OF REGISTRANT
BALANCE SHEET
(Dollar amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, | |
|
|
| |
|
|
2006 | |
|
2005 | |
|
|
| |
|
| |
Assets:
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$ |
19 |
|
|
$ |
28 |
|
|
Income taxes recoverable
|
|
|
547 |
|
|
|
541 |
|
|
Investment in subsidiaries, at cost plus equity in
subsidiaries undistributed earnings and unrealized
appreciation
|
|
|
2,554,713 |
|
|
|
2,369,891 |
|
|
|
|
|
|
|
|
|
|
$ |
2,555,279 |
|
|
$ |
2,370,460 |
|
|
|
|
|
|
|
|
|
Liabilities and shareholders equity:
|
|
|
|
|
|
|
|
|
|
Advances from subsidiaries
|
|
$ |
154,821 |
|
|
$ |
139,987 |
|
|
Other liabilities
|
|
|
120 |
|
|
|
41 |
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
154,941 |
|
|
|
140,028 |
|
|
Shareholders equity (see consolidated balance sheet and
statement of changes in shareholders equity)
|
|
|
2,400,338 |
|
|
|
2,230,432 |
|
|
|
|
|
|
|
|
|
|
$ |
2,555,279 |
|
|
$ |
2,370,460 |
|
|
|
|
|
|
|
|
STATEMENT OF INCOME
(Dollar amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, | |
|
|
| |
|
|
2006 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
Revenues
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intercompany interest
|
|
|
6,006 |
|
|
|
3,779 |
|
|
|
1,953 |
|
|
General and administrative
|
|
|
950 |
|
|
|
1,015 |
|
|
|
862 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,956 |
|
|
|
4,794 |
|
|
|
2,815 |
|
|
|
|
|
|
|
|
|
|
|
Loss before items shown below
|
|
|
(6,956 |
) |
|
|
(4,794 |
) |
|
|
(2,815 |
) |
Income taxes
|
|
|
(2,434 |
) |
|
|
(5,277 |
) |
|
|
(985 |
) |
Equity in undistributed earnings of subsidiaries
|
|
|
96,555 |
|
|
|
294,096 |
|
|
|
49,257 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
92,033 |
|
|
$ |
294,579 |
|
|
$ |
47,427 |
|
|
|
|
|
|
|
|
|
|
|
See notes to consolidated financial statements.
59
WESCO FINANCIAL CORPORATION
SCHEDULE I CONDENSED FINANCIAL
INFORMATION OF REGISTRANT (Continued)
STATEMENT OF CASH FLOWS
(Dollar amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, | |
|
|
| |
|
|
2006 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
92,033 |
|
|
$ |
294,579 |
|
|
$ |
47,427 |
|
|
Adjustments to reconcile net income with cash flows from
operating activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Decrease in income taxes payable currently
|
|
|
(6 |
) |
|
|
(583 |
) |
|
|
(226 |
) |
|
|
Equity in undistributed earnings of subsidiaries
|
|
|
(96,555 |
) |
|
|
(294,096 |
) |
|
|
(49,257 |
) |
|
|
Other, net
|
|
|
80 |
|
|
|
(2,551 |
) |
|
|
73 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash flows from operating activities
|
|
|
(4,448 |
) |
|
|
(2,651 |
) |
|
|
(1,983 |
) |
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advances from subsidiaries, net
|
|
|
14,834 |
|
|
|
12,764 |
|
|
|
11,803 |
|
|
Payment of cash dividends
|
|
|
(10,395 |
) |
|
|
(10,110 |
) |
|
|
(9,822 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash flows from financing activities
|
|
|
4,439 |
|
|
|
2,654 |
|
|
|
1,981 |
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in cash and cash equivalents
|
|
|
(9 |
) |
|
|
3 |
|
|
|
(2 |
) |
Cash and cash equivalents beginning of year
|
|
|
28 |
|
|
|
25 |
|
|
|
27 |
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents end of year
|
|
$ |
19 |
|
|
$ |
28 |
|
|
$ |
25 |
|
|
|
|
|
|
|
|
|
|
|
See notes to consolidated financial statements.
60