<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
---------------------------
Date of Report (Date of earliest
event reported): January 27, 1997
THE ST. PAUL COMPANIES, INC.
------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Minnesota 0-3021 41-0518860
--------------- -------------------- ---------------------
(State of (Commission File (I.R.S. Employer
Incorporation) Number) Identification No.)
385 Washington St., St. Paul, MN 55102
- -------------------------------- ----------
(Address of principal (Zip Code)
executive offices)
(612) 221-7911
----------------------------------
(Registrant's telephone number,
including area code)
N/A
- ------------------------------------------------------------
(Former name or former address, if changed since last
report)
<PAGE>
Item 5. Other Events.
------------
Filed herewith is a press release dated
January 27, 1997, of the registrant relating to its
results for the year ended December 31, 1996, which
will be superseded by the registrant's Annual Report
on Form 10-K for such period.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
-----------------------------------------------------
An Exhibit Index is set forth as the next page in this
report.
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned thereunto duly
authorized.
THE ST. PAUL COMPANIES, INC.
By /s/ Bruce A. Backberg
---------------------
Bruce A. Backberg
Vice President
and Corporate Secretary
Date: January 29, 1997
<PAGE>
EXHIBIT INDEX
-------------
How
Exhibit Filed
- ------- -----
(99) Additional exhibits . . . . . . . . . . . . . . . (1)
(1) Filed electronically under the EDGAR Operational
Program.
<PAGE>
Exhibit 99
January 27, 1997 -ST. PAUL OPERATING EARNINGS DOWN IN WAKE
OF SECOND-WORST STORM YEAR IN COMPANY HISTORY
St. Paul, Minn. - The St. Paul Companies (NYSE:SPC) today
reported operating earnings from continuing operations of
$414.8 million, or $4.55 per share, for 1996, compared with
$481.5 million, or $5.25 per share, for 1995.
"Our operating earnings were adversely impacted by 1996
catastrophe losses of $207 million - second only to 1992,
when Hurricane Andrew devastated the southeastern coast,"
said Douglas W. Leatherdale, chairman and chief executive
officer.
"However, our results were aided by the excellent
performance of our investment portfolio. Pretax investment
income exceeded $800 million for the year. We also
generated record after-tax gains of $143 million from the
sale of investments."
Net income for 1996 was $450.1 million, or $4.93 per
share, compared with net income of $521.2 million, or $5.68
per share, for 1995. 1996 net income included after-tax
realized investment gains of $143.1 million, or $1.55 per
share, compared with $56.3 million, or $0.61 per share, in
1995.
The St. Paul's insurance brokerage segment, The Minet
Group, was reclassified to discontinued operations in the
fourth quarter after The St. Paul's decision to exit the
brokerage business. Thus, 1996 net income also includes an
after-tax loss of $107.8 million, or ($1.17) per share,
compared with the previous year's loss of $16.6 million, or
($0.18) per share, from discontinued operations.
"The insurance industry marketplace remains highly
competitive," Leatherdale said. "Still, our domestic
underwriting operation's performance was satisfactory, in
light of unusually severe catastrophe losses. Our
reinsurance and international underwriting operations also
generated acceptable returns in 1996."
The St. Paul Companies' 78% share of The John Nuveen
Company's pretax earnings was a record $92 million.
"Our shareholders' equity grew to $4 billion - a new
high. Book value at year-end stood at $47.93, up from
$44.29 a year ago," Leatherdale said.
<PAGE>
Fourth-quarter results
- ----------------------
For the fourth quarter of 1996, operating earnings from
continuing operations were $107.2 million, or $1.18 per
share, compared with operating earnings of $124.3 million,
or $1.34 per share, for the fourth quarter of 1995.
Net income for the fourth quarter of 1996 was $62.3
million, or $0.69 per share, compared with net income of
$155.2 million, or $1.67 per share, for the fourth quarter
of 1995. Net income for the fourth quarter of 1996 included
after-tax realized investment gains of $56.2 million, or
$0.61 per share, compared with $30.7 million, or $0.33 per
share, in 1995. Net income for the fourth quarter also
included an after-tax loss of $101.1 million, or ($1.10) per
share, from discontinued operations, compared with earnings
of $232,000 in 1995.
<PAGE>
THE ST. PAUL COMPANIES
CONSOLIDATED 1996 RESULTS
1996 1995
---- ----
Revenues $5,734,156,000 $5,056,199,000
Pretax Operating Earnings
Underwriting $477,535,000 $577,509,000
Investment banking-asset management 91,697,000 88,197,000
Parent and Other (88,621,000) (80,953,000)
-------------- --------------
Total Pretax Operating Earnings 480,611,000 584,753,000
Income Tax Expense 65,856,000 103,262,000
-------------- --------------
Operating Earnings from
Continuing Operations $414,755,000 $481,491,000
Per Common Share (Fully Diluted) $4.55 $5.25
Realized Investment Gains,
Net of Taxes $143,103,000 $56,357,000
Per Common Share (Fully Diluted) $1.55 $0.61
Discontinued Operations,
Net of Taxes ($107,759,000) ($16,639,000)
Per Common Share (Fully Diluted) ($1.17) ($0.18)
Net Income $450,099,000 $521,209,000
Per Common Share (Fully Diluted) $4.93 $5.68
Common Shareholders' Equity $3,987,757,000 $3,719,249,000
Per Common Share $47.93 $44.29
<PAGE>
THE ST. PAUL COMPANIES
CONSOLIDATED FOURTH-QUARTER RESULTS
1996 1995
---- ----
Revenues $1,563,633,000 $1,348,910,000
Pretax Operating Earnings
Underwriting $148,593,000 $133,918,000
Investment banking-asset management 25,179,000 27,095,000
Parent and Other (26,566,000) (21,442,000)
-------------- --------------
Total Pretax Operating Earnings 147,206,000 139,571,000
Income Tax Expense 40,037,000 15,224,000
-------------- --------------
Operating Earnings from
Continuing Operations $107,169,000 $124,347,000
Per Common Share (Fully Diluted) $1.18 $1.34
Realized Investment Gains,
Net of Taxes $56,160,000 $30,668,000
Per Common Share (Fully Diluted) $0.61 $0.33
Discontinued Operations,
Net of Taxes ($101,038,000) 232,000
Per Common Share (Fully Diluted) ($1.10) -
Net Income $62,291,000 $155,247,000
Per Common Share (Fully Diluted) $0.69 $1.67
<PAGE>
THE ST. PAUL COMPANIES
TWELVE-MONTHS UNDERWRITING OPERATIONS
HIGHLIGHTS
Twelve months ended Dec. 31 1996 1995
- --------------------------- ---- ----
Written premiums $4,396,122,000 $4,243,213,000
Net investment income $794,901,000 $731,096,000
Combined ratio 105.5 101.8
THE ST. PAUL COMPANIES
FOURTH-QUARTER UNDERWRITING OPERATIONS
HIGHLIGHTS
Three months ended Dec. 31 1996 1995
- -------------------------- ---- ----
Written premiums $1,136,615,000 $1,074,096,000
Net investment income $210,265,000 $188,023,000
Combined ratio 105.2 103.3
The St. Paul Companies, headquartered in Saint Paul,
Minn. is a group of companies providing property-liability
insurance products and services throughout the world.
