-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Etn9BKAVMpbmnnsqonidmdPLDhJEOG/ll1JYuOeJoqNqMJyF0TFOExoRNGu8XdV1 swaiaqWtnghbYbP1EA0yJw== 0001047469-98-011157.txt : 19980325 0001047469-98-011157.hdr.sgml : 19980325 ACCESSION NUMBER: 0001047469-98-011157 CONFORMED SUBMISSION TYPE: 10-K405 PUBLIC DOCUMENT COUNT: 10 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980324 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NAC RE CORP CENTRAL INDEX KEY: 0000775542 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 133297840 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405 SEC ACT: SEC FILE NUMBER: 001-13720 FILM NUMBER: 98571753 BUSINESS ADDRESS: STREET 1: PO BOX 2568 STREET 2: ONE GREENWICH PLAZA CITY: GREENWICH STATE: CT ZIP: 06836-2568 BUSINESS PHONE: 2036225200 MAIL ADDRESS: STREET 1: PO BOX 2568 CITY: GREENWICH STATE: CT ZIP: 06836-2568 10-K405 1 10-K405 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 ----------------- FORM 10-K (MARK ONE) /X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997 OR / / 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 0-13891 ------------------- NAC RE CORP. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) ------------------------ DELAWARE 13-3297840 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization)
ONE GREENWICH PLAZA, GREENWICH, CT 06836-2568 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (203) 622-5200 ------------------- SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED Common Stock, par value $.10 per share New York Stock Exchange Preferred Stock Purchase Rights New York Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: None (TITLE OF CLASS) 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 /X/ No / / 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 registrant's 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. /X/ The aggregate market value on March 3, 1998 of the voting stock held by non-affiliates of the registrant was approximately $862 million. There were 18,369,389 shares outstanding of the Registrant's Common Stock, $.10 par value as of March 3, 1998. DOCUMENTS INCORPORATED BY REFERENCE (1) Portions of the 1997 Annual Report to Shareholders, as indicated herein (Parts I and II). (2) Proxy Statement involving the election of directors and other matters which the registrant intends to file with the Commission within 120 days after December 31, 1997 (Part III). - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- NAC RE CORP. AND SUBSIDIARIES TABLE OF CONTENTS
PAGE ITEM NUMBER - --------- ------------- PART I 1. Business.......................................................................................... 1 2. Properties........................................................................................ 14 3. Legal Proceedings................................................................................. 14 4. Submission of Matters to a Vote of Security Holders............................................... 14 PART II 5. Market for the Registrant's Common Stock and Related Stockholder Matters.......................... 15 6. Selected Financial Data........................................................................... 15 7. Management's Discussion and Analysis of Financial Condition and Results of Operations............. 15 8. Financial Statements and Supplementary Data....................................................... 16 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures............. 16 PART III 10. Directors and Executive Officers.................................................................. 16 11. Executive Compensation............................................................................ 16 12. Security Ownership of Certain Beneficial Owners and Management.................................... 16 13. Certain Relationships and Related Transactions.................................................... 16 PART IV 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.................................. 16
PART I ITEM 1. BUSINESS HISTORY NAC Re Corp. ("NAC Re") is a Delaware corporation that was organized on June 27, 1985 for the purpose of holding all the outstanding shares of common stock of NAC Reinsurance Corporation ("NAC"), a property and casualty reinsurance company. Based on industry data published by the Reinsurance Association of America ("RAA") as of December 31, 1997, NAC is the 8th largest reinsurance company in the United States, ranked by statutory surplus. NAC is the parent company of three subsidiaries: Greenwich Insurance Company, Indian Harbor Insurance Company and NAC Re International Holdings Limited. NAC Re and its subsidiaries are collectively referred to as the Company. NAC was incorporated in New York in 1929 and from 1939 until April 30, 1984, NAC was a wholly-owned subsidiary of CIT Financial Corporation ("CIT"). On April 30, 1984, CIT transferred ownership of NAC to RCA Corporation ("RCA"), the then parent corporation of CIT. On May 24, 1984, Kramer Capital Corporation ("KCC"), through Grey Eagle Enterprises, Inc., a Delaware corporation owned 95% by KCC and 5% by the former President and Chief Operating Officer of NAC, acquired NAC from RCA. After completion of a public offering in October 1985, KCC controlled approximately 51% of the Common Stock of NAC Re. On January 8, 1987, following the approval of their respective stockholders, KCC was merged into NAC Re. As a result of the merger, NAC Re became 100% publicly owned. NAC is licensed to write reinsurance in all 50 states, the District of Columbia, Puerto Rico and all provinces of Canada. Prior to 1977, NAC wrote both primary insurance and reinsurance business for a variety of risks. Because of substantial losses incurred from such business, NAC discontinued writing any significant new insurance or reinsurance and was operated as a run-off company from 1977 to 1981. NAC's reserves, net of reinsurance recoverables, for business written prior to 1977, which includes aircraft and marine risks, general liability, medical, accountant's and attorney's malpractice, other professional risks and foreign risks, are approximately $39.5 million or less than 3% of total net claims and claims expense reserves as of December 31, 1997. In 1990, NAC acquired Greenwich Insurance Company ("Greenwich"), formerly Harbor Insurance Company, from The Continental Corporation. All liabilities incurred before the acquisition date, including insurance obligations under expired as well as in-force business, remained with the previous owner and its affiliates. Greenwich writes principally primary insurance and is licensed in all 50 states to write primary insurance and reinsurance. In 1992, NAC received regulatory authorization for a newly formed insurance subsidiary, Indian Harbor Insurance Company ("Indian Harbor"). As a surplus lines carrier, Indian Harbor is licensed in only its state of domicile, North Dakota, and writes primary business on a nonadmitted basis in selected states. In December 1993, NAC, through NAC Re International Holdings Limited, formed and received U.S. and U.K. regulatory authorization for a new reinsurance subsidiary, NAC Reinsurance International Limited ("NAC Re International"), based in London, England. NAC Re International, capitalized as of December 31, 1997 with approximately $148.5 million, primarily writes non-U.S. international property and casualty treaty and facultative reinsurance business. During 1997, NAC Re International Holdings Limited formed a subsidiary, Stonebridge Underwriting, Ltd., which is participating as a corporate capital vehicle on a Lloyd's syndicate commencing with underwriting year 1998. See Note 10 of the Notes to the Consolidated Financial Statements of NAC Re for further discussion. 1 GENERAL The Company, through NAC and its subsidiaries, is principally engaged in providing treaty and facultative reinsurance to primary insurers of casualty risks (principally general liability, professional liability, automobile and workers' compensation) and commercial and personal property risks (including fidelity/surety and ocean marine). In consideration for reinsuring risks, the Company receives premiums from the primary insurer. In many cases, the Company reinsures part of its risk with other reinsurers and pays a premium to such reinsurers. Reinsurance provides primary insurers with three principal benefits: reducing net exposure on individual risks, protecting against catastrophic losses and maintaining acceptable capital ratios. Retrocessions provide reinsurers with similar benefits. Reinsurance, including retrocessions, does not legally discharge the reinsured from its liability with respect to its obligations to the policyholder. The Company generally writes property and casualty treaty business through reinsurance brokers, facultative business on a direct basis (directly with the primary company), and fidelity/surety and ocean marine through both reinsurance brokers and on a direct basis. Treaty reinsurance is a contractual arrangement that provides for the automatic reinsuring by the Company of a specified type or category of risks underwritten by the primary insurer. Typically, the primary insurer is required to cede the agreed type or category of risks to the Company and the Company is obligated to accept a specified portion of such risks. The Company determines whether to write particular treaties based on many factors, including the reinsured's risk management and underwriting practices. In treaty reinsurance, the reinsurer typically does not separately evaluate each of the individual risks assumed and, within prescribed parameters, is generally dependent on the underwriting decisions made by the primary insurer. Such dependence subjects the reinsurer to the risk that the primary insurer has not adequately determined the risk to be reinsured and, accordingly, the premium ceded to the reinsurer in connection therewith may not adequately compensate the reinsurer for the risk assumed. Treaty reinsurance, including fidelity/surety business, constitutes approximately 76% of the Company's business. Facultative reinsurance is the reinsurance of individual risks; rather than an agreement to reinsure all or a portion of a class of risks, the reinsurer separately rates and underwrites each risk. A portion of the Company's facultative business is written on an "automatic" basis. Automatic facultative agreements provide coverage on a blanket basis for risks which would otherwise be reinsured on an individual basis. Eligible risks must be underwritten by the cedant in accordance with agreement guidelines, which are generally more restrictive than typical treaty arrangements. Traditionally, risks covered by facultative reinsurance are those excluded from coverage by treaty reinsurance. Approximately 54% of the Company's business in 1997 was written on an excess of loss basis, under which the Company indemnifies an insurer for a portion of the losses on insurance policies in excess of a specified loss amount, generally $1 million or more, and up to an amount per loss specified in the contract. The balance of the Company's business is written on either a pro rata basis under which the Company assumes from the primary insurer a percentage of loss specified in the treaty of each risk in the reinsured class or on a primary insurance basis as discussed below. Premiums that the primary insurer pays to the reinsurer for excess of loss coverage are not directly proportional to the premiums that the primary insurer receives because the reinsurer does not assume a proportionate risk. In most instances, the reinsurer does not pay commissions to the primary insurer in connection with excess of loss reinsurance. In pro rata reinsurance, premiums that the primary insurer pays to the reinsurer are proportional to the premiums that the primary insurer receives and the reinsurer generally pays the primary insurer a ceding commission. Generally, the ceding commission is based on the primary insurer's cost of obtaining the business being reinsured, such as commission, local taxes, settlement costs and miscellaneous administrative expenses. 2 The amount of premium received by the reinsurer for reinsuring risks on a pro rata basis is generally based on the primary insurer's initial underwriting assumptions. Thus, if the primary insurer does not accurately estimate the ultimate losses to be incurred on the risks insured, the reinsurer may also incur an underwriting loss. Excess of loss reinsurance allows the flexibility to negotiate a premium based on the reinsurer's own estimate of the actual amount of losses to be incurred. However, as a practical matter, the rates charged by primary insurers and the policy terms of primary insurance agreements may affect the rates charged and the policy terms associated with reinsurance agreements. The Company also writes primary program insurance business through Greenwich and Indian Harbor. The principle lines of primary business written include automobile, auto warranty, aviation, multiple peril and inland marine. The business is written principally through participation in underwriting pools and contractual relationships with managing general agents and general agents. The Company evaluates each business relationship based upon the underwriting experience and operational expertise of each distribution channel selected, and performs an analysis to evaluate financial security. The Company periodically performs underwriting, claims and operational audits of each pool and agency relationship. See "Management's Discussion and Analysis of Financial Condition and Results of Operations" for a discussion of the Company's premium revenues. COMPETITION The property and casualty reinsurance industry has been characterized by severe price competition over the last few years. The Company competes with numerous international and domestic reinsurance companies. These competitors, several of which have far greater financial and other resources, include independent reinsurance companies and subsidiaries or affiliates of established worldwide insurance companies. They also include the reinsurance departments of some primary insurance companies and underwriting syndicates in Lloyd's. Competition in the types of reinsurance business in which the Company is engaged is based on many factors. These factors include perceived overall financial strength, size, premiums charged, limits capacity, A.M. Best Company's ("A.M. Best") ratings (see Ratings discussion), services offered, underwriting expertise and quality of claims management. The number of jurisdictions in which a reinsurer is licensed to do business is also a factor. The Company believes that the A.M. Best "A+" rating and the Standard and Poor's ("S&P") "AA-" rating of NAC and its domestic subsidiaries, its nationwide licensing, its reputation for prompt claims payment and a high level of client service, together with its limits capacity and surplus size, put it in a favorable position to compete for new reinsurance opportunities and retain its existing client base. See Industry Overview included in the "Management's Discussion and Analysis of Financial Condition and Results of Operations" for a discussion of current market conditions. REGULATION See "Management's Discussion and Analysis of Financial Condition and Results of Operations" and Note 11 of the Notes to the Consolidated Financial Statements of NAC Re for a discussion of the regulatory issues that impact the Company. MARKETING The Company obtains substantially all of its treaty business through reinsurance brokers. The Company evaluates the financial condition of its reinsurance brokers on a regular basis. The Company generally pays brokers from 1% to 2.5% of premiums ceded on pro rata business, 5% on "working layer" excess of loss reinsurance (i.e., reinsurance attaching within the first $1 million of coverage), and 10% on "non-working layer" excess of loss reinsurance (i.e., reinsurance attaching at or above the $1 million layer). 3 The reinsurance broker typically represents the primary insurer in negotiating and purchasing reinsurance. The Company's facultative reinsurance generally is written on a direct basis, with the exception of automatic agreements which may be written through reinsurance brokers. See Note 10 of the Notes to the Consolidated Financial Statements of NAC Re for information regarding the Company's major clients and brokers. UNDERWRITING Underwriting opportunities presented to the Company are evaluated based upon a number of factors, including the type and layer of risk to be assumed, actuarial evaluation of premium adequacy, the primary insurer's underwriting and claims experience, the primary insurer's financial condition and A.M. Best's rating, the Company's exposure and experience with the primary insurer and the line of business to be underwritten. The Company will also perform on-site underwriting reviews of the primary insurers where deemed necessary to determine the quality of a current or prospective client's underwriting operation. CLAIMS Claims are managed by the Company's professional claims staff whose responsibilities include reviewing initial loss reports and coverage issues, monitoring claims handling activities of ceding companies, establishing and adjusting proper case reserves and approving payment of claims. In addition to claims assessment, processing and payment, the claims staff selectively conducts comprehensive claims audits of both specific claims and overall claims procedures at the offices of selected ceding companies. RESERVES The Company establishes reserves to provide for the ultimate settlement and administration of claims for losses, including both claims that have been reported to the Company and claims for losses that have occurred but have not been reported to the Company. The Company establishes reserves for reported claims when it first receives notice of the claim and may change the reserve as new information becomes known. It is the Company's policy not to establish a reserve less than the reserve established by the primary insurer; in many cases, the Company sets up a reserve higher than the reserve established by the ceding company based on its evaluation of the claim. In the case of excess of loss reinsurance, reserves are established on a case by case basis by evaluating several factors. These factors include the type of claim involved, the circumstances surrounding such claim, the severity of injury or damage, the Company's experience with the primary insurer and the policy provisions relating to the type of claim. The Company regularly adjusts its reserves to reflect newly reported claims, inflation and other developments. The Company periodically conducts claims audits of its ceding companies to determine if the amount recommended by the primary insurer is sufficient or should be increased. Reserves for incurred but not reported (IBNR) claims are established on the basis of actuarial analysis of statistical loss information, which is utilized to project ultimate claims costs. Actuarial reviews of the Company's reserves are conducted quarterly by actuaries employed by the Company. Claims reserves are only estimates at a given point in time, based on facts and circumstances then known, of the amount the insurer or reinsurer expects to pay on claims. It is possible that the ultimate liability may exceed or be less than such estimates. The estimates are not precise inasmuch as, among other things, they are based on predictions of future events and estimates of future trends in claims severity and frequency and other variable factors. As additional facts become known during the claim settlement period, it often becomes necessary to refine and adjust the estimates of liability on a claim and, even then, the ultimate liability may exceed or be less than the revised estimates. The estimation of reserves for reinsurers, particularly those that have experienced recent substantial growth in premium revenues, such as the Company, is inherently more difficult than the reserve estimations of primary companies or reinsurers with a fairly stable volume of business and loss history. 4 The reserving process is intended to provide implicit recognition of the impact of inflation and other factors affecting claims payments by taking into account changes in historical payment patterns and perceived probable trends (note additional consideration for workers' compensation case reserves as described below). There is generally no precise method, however, for subsequently evaluating the adequacy of the consideration given to inflation or to any other specific factor, because the eventual deficiency or redundancy of reserves is affected by many factors, some of which are interdependent. The Company's reserving process includes periodic evaluation of the potential impact on claims liabilities from exposure to asbestos and environmental claims, including related loss adjustment expenses. See "Management's Discussion and Analysis of Financial Condition and Results of Operations" and Note 4 of the Notes to the Consolidated Financial Statements of NAC Re for a discussion of asbestos and environmental claims. The Company establishes claims expense reserves to provide for the ultimate cost of investigating all claims, administering the claims payment process and defending lawsuits arising from claims. Such claims expense reserves represent estimates based on actual experience and historical data such as the ratio of claims expenses to claims paid and other currently available information. Claims expense reserves comprise "allocated expenses" (those directly attributable to the specific risk being covered) and "unallocated expenses" (those expenses not directly attributable to a given risk, such as overhead, administrative expenses and salary). Except for certain workers' compensation case reserves, the Company does not discount its reserves in an attempt to present-value the claims or claims expenses. The Company utilizes tabular reserving for certain workers' compensation case reserves that are considered fixed and determinable, and discounts such reserves using a 7% interest rate for financial statements prepared in accordance with generally accepted accounting principles (GAAP) and a 5% interest rate for statutory accounting purposes. Tabular reserving methodology results in applying uniform and consistent criteria for establishing expected future indemnity and medical payments (including an explicit factor for inflation) and the use of mortality tables to determine expected payment periods. A reconciliation of the difference between the reserves for claims and claims expenses determined in accordance with GAAP and those recorded for statutory reporting purposes is as follows:
(IN THOUSANDS) ---------------------------------------- 1997 1996 1995 ------------ ------------ ------------ Domestic liability reported on a statutory basis, net of reinsurance.... $ 1,319,908 $ 1,036,227 $ 914,045 International liability, net of reinsurance............................. 91,528 74,530 42,414 Difference in discount rate applied to workers' compensation case reserves, net......................................................... (4,300) (3,540) (2,790) Reinsurance recoverable................................................. 196,836 406,128 338,746 ------------ ------------ ------------ Consolidated liability reported on a GAAP basis, gross of reinsurance... $ 1,603,972 $ 1,513,345 $ 1,292,415 ------------ ------------ ------------ ------------ ------------ ------------
Note 4 of the Notes to the Consolidated Financial Statements of NAC Re provides a table which analyzes paid and unpaid claims and claims expenses and a reconciliation of beginning and ending reserve balances for the years ended December 31, 1997, 1996 and 1995. Included in such analysis is a discussion of certain factors which impact both current and prior year claims activity. The following table on page 7 represents the development of GAAP balance sheet reserves for 1987 through 1997. The top line of the table shows the reserves, net of reinsurance recoverables, at the balance sheet date for each of the indicated years. This represents the estimated amounts of net claims and claims expenses arising in all prior years that are unpaid at the balance sheet date, including IBNR. The reserve 5 for claims and claims expenses for 1988 and subsequent years is net of the 7% discount related to workers' compensation tabular reserves. The upper portion of the table shows the re-estimated amount of the previously recorded reserve based on experience as of the end of each succeeding year. The estimate changes as more information becomes known about the frequency and severity of claims for individual years. The re-estimated reserve for each year reflects the 7% discount related to workers' compensation tabular reserves. The "Cumulative Redundancy (Deficiency)" represents the aggregate change in the estimates over all prior years. The lower portion of the table shows the cumulative amounts paid as of successive years with respect to that reserve liability. The table on page 8 represents the claim development of the gross balance sheet reserves for years 1992 through 1997. With respect to the information in the table below, it should be noted that each amount includes the effects of all changes in amounts for prior periods. For example, the amount of the deficiency related to claims settled in 1990, but incurred in 1987, will be included in the cumulative deficiency amount for years 1987, 1988 and 1989. This table does not present accident or policy year development data. Conditions and trends that have affected development of the liability in the past may not necessarily occur in the future. Accordingly, it may not be appropriate to extrapolate future reserve development based on these tables. For further discussion of reserve and retrocessional activity see "Management's Discussion and Analysis of Financial Condition and Results of Operations" and Notes 4 and 6 of the Notes to the Consolidated Financial Statements of NAC Re. 6 DEVELOPMENT OF CLAIMS AND CLAIMS EXPENSE RESERVES NET OF REINSURANCE RECOVERABLES (IN MILLIONS)
YEAR ENDED DECEMBER 31, ------------------------------------------------------------------ 1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ------ RESERVE FOR CLAIMS AND CLAIMS EXPENSES, NET OF REINSURANCE RECOVERABLES.............................................. $201 $292* $388 $469 $529 $626 $697 $808 $954 $1,107 $1,407 RESERVE RE-ESTIMATED AS OF: One year later............................................ 209* 293 384 460 494 602 653 788 921 1,068 Two years later........................................... 214 289 376 427 464 548 648 755 882 Three years later......................................... 214 281 350 407 423 549 630 724 Four years later.......................................... 213 258 336 379 424 531 606 Five years later.......................................... 199 253 321 392 417 531 Six years later........................................... 203 245 331 391 425 Seven years later......................................... 199 265 336 409 Eight years later......................................... 226 273 352 Nine years later.......................................... 234 283 Ten years later........................................... 239 CUMULATIVE REDUNDANCY (DEFICIENCY).......................... (38) 9 36 60 104 95 91 84 72 39 PERCENTAGE.................................................. (19%) 3% 9% 13% 20% 15% 13% 10% 8% 4% CUMULATIVE AMOUNT OF LIABILITY PAID, NET OF REINSURANCE RECOVERABLES, PAID THROUGH: One year later............................................ $23 $34 $60 $81 $65 $104 $119 $140 $146 $27 Two years later........................................... 48 73 109 126 116 173 207 233 161 Three years later......................................... 72 102 134 166 158 229 258 240 Four years later.......................................... 91 117 161 197 199 261 246 Five years later.......................................... 101 133 179 226 220 257 Six years later........................................... 112 148 200 244 213 Seven years later......................................... 125 163 213 240 Eight years later......................................... 137 174 212 Nine years later.......................................... 148 176 Ten years later........................................... 151
- ------------------------ * The reserve for claims and claims expense, net of reinsurance recoverables for 1988 and subsequent years is net of the 7% discount related to certain workers' compensation case reserves. The re-estimated reserve for each year includes the discount effect. 7 DEVELOPMENT OF CLAIMS AND CLAIMS EXPENSE RESERVES GROSS OF REINSURANCE RECOVERABLES (IN MILLIONS)
YEAR ENDED DECEMBER 31, ----------------------------------------------------- 1992 1993 1994 1995 1996 --------- --------- --------- --------- --------- GROSS RESERVE FOR CLAIMS AND CLAIMS EXPENSES:....................... $ 808 $ 909 $ 1,086 $ 1,292 $ 1,513 Reserve re-estimated as of: One year later.................................................... 798 873 1,097 1,280 1,446 Two years later................................................... 755 882 1,093 1,208 Three years later................................................. 773 888 1,028 Four years later.................................................. 774 832 Five years later.................................................. 742 CUMULATIVE REDUNDANCY (DEFICIENCY).................................. 66 77 58 84 67 PERCENTAGE.......................................................... 8% 8% 5% 7% 4% 1997 --------- GROSS RESERVE FOR CLAIMS AND CLAIMS EXPENSES:....................... $ 1,604 Reserve re-estimated as of: One year later.................................................... Two years later................................................... Three years later................................................. Four years later.................................................. Five years later.................................................. CUMULATIVE REDUNDANCY (DEFICIENCY).................................. PERCENTAGE..........................................................
RETROCESSION AGREEMENTS Reinsurance companies enter into retrocession arrangements to increase aggregate premium capacity and to reduce the risk of loss on reinsurance underwritten. Historically, the Company has obtained reinsurance for itself primarily through excess of loss reinsurance agreements. The Company has also obtained reinsurance protection against liability on a single event arising from several different treaty obligations, and reinsurance protection against liability arising from related losses involving more than one reinsured or contract. The Company's retrocession agreements are generally structured on a treaty basis, and cover both its treaty and facultative business. The Company has occasionally purchased specific retrocessional protections for certain business that may be specifically excluded from its retrocessional agreements. The Company retrocedes its risks to other reinsurers both through reinsurance brokers and on a direct basis. The retrocession of risks underwritten by the Company does not legally discharge the Company from liability for any part of the risk reinsured. The Company would be required to absorb the full amount of the loss associated with the reinsured risk if the retrocessionnaire were unable to or failed to meet its reinsurance obligations for any reason. The Company evaluates the financial condition of retrocessionnaires prior to the commencement of underwriting activities and at least annually thereafter. The Company utilizes financial guidelines to assess the retrocessionnaires' ability to satisfy future claim obligations. The Company's retrocessionnaires are subject to periodic evaluation to ensure that there have been no significant adverse changes in their financial condition. In the case of retrocessionnaires that are unable to meet their obligation under the retrocessional agreement or do not satisfy the Company's financial guidelines, a reserve for actual and potential non-recovery is established, which includes a provision for paid and unpaid claims and claims expenses, inclusive of IBNR claims. The reserve for non-recoveries is continually reviewed and updated to reflect current activity and developments. The Company evaluates its exposure to reinsurance recoveries after considering the extent to which it has collateralized the retrocessionnaires' balances by letters of credit, trust accounts or funds withheld. At December 31, 1997, the Company had reinsurance recoverables, exclusive of available offsets, in the form of letters of credit, trust accounts and funds withheld, totaling $238.8 million, with approximately 165 domestic and 147 foreign retrocessionnaires. The Company had no amounts recoverable from a single entity or group of entities that exceeded 5% of stockholders' equity as of December 31, 1997. 8 The Company evaluates its retrocessional requirements in relation to many factors, including its surplus capacity, gross line capacity (amount of risk of loss assumed on any one contract) and changing market conditions. See "Management's Discussion and Analysis of Financial Condition and Results of Operations" and Note 6 of the Notes to Consolidated Financial Statements for information regarding the Company's retrocessional arrangements. The following discussion outlines the Company's gross lines and net retentions for the years indicated. 1998 The following table summarizes the Company's expected gross lines, initial and maximum retentions on any one claim for 1998:
(IN MILLIONS) ------------------------------- GROSS INITIAL MAXIMUM LINE RETENTION RETENTION ------ --------- ------- Casualty Treaty and Casualty Facultative Automatics............................. $ 7.5(1) $5.0 $5.0(2) Casualty Facultative (3)........................................................ $ 7.5 $3.0 $3.0 Property Treaty................................................................. $ 7.5(1) $3.0 $5.0(4) Property Facultative............................................................ $100.0 $3.0 $3.0 Surety.......................................................................... $ 20.0(5) $2.0 $4.0 Ocean Marine.................................................................... $ 25.0(6) $1.0 $1.0
- ------------------------ (1) The Company has reinsurance protection which provides additional per risk or per occurrence protection in excess of $7.5 million. (2) The maximum retention could increase to $10 million in certain limited circumstances. (3) Individual risk only. (4) The maximum retention could increase to $6.2 million in certain limited circumstances. (5) Per Principal. (6) Per Event. The Company's 1998 reinsurance program for multiple claims arising from two or more risks in a single occurrence or event is indicated below: PROPERTY--Property business is protected by two sets of retrocessional agreements. The first set of agreements provides protection for a total of $97 million in excess of an initial retention of $5 million for loss events within the United States and Canada. NAC's retention gradually increases up to an additional $3 million should gross losses exceed $60 million. The second set of agreements provides protection for loss events that occur outside of United States and Canada for 100% of $65 million in excess of an initial retention of $5 million. Both sets of agreements are on a first and second event basis. WORKERS' COMPENSATION--100% of $195 million in excess of a $5 million retention for any one occurrence. CASUALTY CONTINGENCY COVER--100% of $25 million in excess of $5 million for any one occurrence. In addition to the above reinsurance protections, the Company has coverage in the event the accident year claims and claims expense ratio exceeds a predetermined amount. 9 1997 The following table summarizes the Company's gross lines, initial and maximum retentions on any one claim for 1997:
(IN MILLIONS) ------------------------------- GROSS INITIAL MAXIMUM LINE RETENTION RETENTION ------ --------- ------- Casualty Treaty and Casualty Facultative Automatics............................. $ 7.5(1) $5.0 $5.0(2) Casualty Facultative (3)........................................................ $ 7.5 $3.0 $3.0 Property Treaty................................................................. $ 7.5(1) $3.0 $5.0(4) Property Facultative............................................................ $100.0 $3.0 $3.0 Surety.......................................................................... $ 20.0(5) $2.0 $4.0 Ocean Marine.................................................................... $ 20.0(6) $1.0 $1.0
- ------------------------ (1) The Company has reinsurance protection which provides additional per risk or per occurrence protection in excess of $7.5 million. (2) The maximum retention could increase to $10 million in certain limited circumstances. (3) Individual risk only. (4) The maximum retention could increase to $6.2 million in certain limited circumstances. (5) Per Principal. (6) Per Event. The Company's 1997 reinsurance program for multiple claims arising from two or more risks in a single occurrence or event is indicated below: PROPERTY--Property business is protected by a series of retrocessional agreements which provide protection for 100% of $115 million in excess of $5 million on a first and second event. Within the Company's $115 million of catastrophe protection, $25 million of protection in excess of the first $55 million of protection, is available only if industry-wide claims exceed certain minimum levels. WORKERS' COMPENSATION--100% of $195 million in excess of a $5 million retention for any one occurrence. CASUALTY CONTINGENCY COVER--100% of $25 million in excess of $5 million for any one occurrence. In recognition of the Company's strong surplus position and financial capacity, and the continued positive contribution of business written since 1986, the Company terminated two retrocessional programs effective January 1, 1997. The Company received total consideration of approximately $225 million representing reinsurance recoverable balances for unpaid claims and claims expenses of approximately the same amount. The termination of these programs has resulted in an increase in net retention levels for the years 1996 and prior. Particularly as the casualty book of business matures, the increase in net retentions for these years may result in increased volatility in future years to the extent the actual frequency and severity of claims differs from management's current estimates. The Company believes its exposure to such volatility is within acceptable levels. Refer to the following tables and discussion for the impact of the termination on the Company's 1996 retrocessional programs. 10 1996 The following table summarizes the Company's gross lines, initial and maximum retention on any one claim for 1996:
(IN MILLIONS) --------------------------------------------------------------------------- INITIAL RETENTION MAXIMUM RETENTION -------------------------------- ------------------------------ GROSS BEFORE AFTER BEFORE AFTER LINE TERMINATION TERMINATION TERMINATION TERMINATION --------- --------------- --------------- --------------- ------------- Casualty Treaty and Casualty Facultative........... $ 7.5 $ 2.0 $ 7.5 $ 5.0 $ 7.5 Property Treaty.................................... $ 7.5 $ 2.0 $ 7.5 $ 4.0 $ 7.5 Property Facultative............................... $ 75.0 $ 2.0 $ 5.0 $ 3.7 $ 5.0 Surety............................................. $ 20.0 $ 2.0 $ 7.5 $ 4.0 $ 12.5
The Company's 1996 reinsurance program for multiple claims arising from two or more risks in a single occurrence or event is indicated below: PROPERTY--Property business is protected by a series of reinsurance agreements which provide protection for 100% of $120 million in excess of $5 million on a first and second event. Certain of the Company's retrocessional protection is available only if industry-wide claims exceed certain minimum levels. Within the Company's $120 million of catastrophe protection, $30 million of coverage, in excess of the first $60 million of coverage, is available only if industry-wide claims exceed certain minimum levels. As a result of the termination of the retrocessional programs, the protection has been reduced by $10 million, increasing the Company's initial and maximum retentions to $10 million and $15 million, respectively. This coverage was not subject to an industry-wide claims minimum. The Company is unaware of any property catastrophe claim in excess of $5 million that would initiate this coverage. WORKERS' COMPENSATION--100% of $195 million in excess of a $5 million retention for any one occurrence. This protection was not affected by the termination of the retrocessional programs. CASUALTY CONTINGENCY COVER--100% of $25 million in excess of $5 million for any one occurrence. As a result of the termination of the retrocessional programs, the protection has been reduced by $10.8 million, increasing the Company's initial and maximum retentions to $7.5 million and $15.8 million, respectively. However, the maximum retention could exceed these retention levels should the net loss from any one insured or reinsured exceed the casualty contingency agreements' maximum net retention warranty. The maximum net retention warranty for 1996 was $5 million for treaty and facultative automatics and $3.7 million for individual risk facultative certificates. INVESTMENTS The Finance and Investment Committee (the "Committee") of NAC Re's Board of Directors is responsible for establishing investment policy and guidelines and for overseeing their execution. The Company utilizes independent investment advisors to manage its investment portfolio within the established guidelines. These advisors are required to report investment transaction activities and portfolio results on a periodic basis and to meet periodically with the Committee to review and discuss portfolio structure, security selection and performance results. The investment strategy, established by the Committee and management, focuses on income predictability and asset value stability. Accordingly, the Company emphasizes investment grade fixed maturity securities. For statutory accounting purposes, investment grade securities are recorded at amortized cost and, therefore, statutory surplus is not impacted by fluctuations in their market value. For GAAP reporting purposes, all of the Company's fixed maturities and equity securities are categorized as available for sale and are recorded at their fair value. Periodic changes in fair value are recorded directly in the Company's stockholders' equity, net of applicable deferred taxes. 11 A summary of the Company's investment portfolio as of December 31, 1997 and 1996 is set forth below:
(IN THOUSANDS) DECEMBER 31, --------------------------------------------------- 1997 1996 ------------------------- ------------------------ CARRYING % OF CARRYING % OF VALUE PORTFOLIO VALUE PORTFOLIO ------------ ----------- ------------ ---------- Cash and short-term............................................ $ 116,919 5.0% $ 100,746 5.1% ------------ ----- ------------ ---------- Fixed maturities: U.S. Treasury................................................ 14,507 0.6 70,608 3.6 Tax-exempt................................................... 1,250,973 53.3 848,390 42.8 Foreign Government........................................... 172,321 7.3 161,988 8.1 Corporate.................................................... 425,857 18.1 376,826 19.0 Mortgage-backed.............................................. 216,845 9.2 189,748 9.6 Subordinated convertibles.................................... 8,085 0.4 55,977 2.8 ------------ ----- ------------ ---------- Subtotal..................................................... 2,088,588 88.9 1,703,537 85.9 ------------ ----- ------------ ---------- Equity securities.............................................. 142,527 6.1 179,619 9.0 ------------ ----- ------------ ---------- Total........................................................ $ 2,348,034 100.0% $ 1,983,902 100.0% ------------ ----- ------------ ---------- ------------ ----- ------------ ----------
Guidelines established by the Committee restrict the portion of the portfolio that can be held in lower rated or non-investment grade securities. Consistent with the Company's focus on asset quality, at December 31, 1997, approximately 94% of the Company's fixed maturity investments were considered "investment grade" by Moody's Investor Services, Inc., ("Moody's") or S&P. The guidelines also address portfolio diversification by establishing certain restrictions regarding the portion of the investment portfolio that can be invested in a particular security, issuer, an industry sector or, in the case of tax-exempt securities, in a state or municipality. Such restrictions do not apply to investments in direct or indirect obligations of the U.S. Government (i.e., US Treasury and GNMA Securities), which comprised 3.2% of the Company's cash and invested assets at December 31, 1997. The portfolio guidelines generally prohibit investment in derivative products (i.e., products which include features such as futures, forwards, swaps, options and other investments with similar characteristics), without prior approval and written authorization by the Committee. Such authorization would be provided only after obtaining regulatory approval and evaluating a written plan submitted by the advisor which documents the strategy, the objective, a description of the size and nature of each transaction, the expected return, the costs/benefits, and the possible risk factors. The Company did not own any derivative investment products as of December 31, 1997. The portfolio guidelines permit the purchase of certain securities which derive their values or their contractually required cash flows from other securities, such as mortgage-backed securities, where the underlying collateral is a pool of residential or commercial real estate mortgages. These securities are generally considered to have high credit quality since they are either government or quasi-government agency-backed or are equivalent to a "AAA" rating. The risks associated with mortgage-backed securities are interest rate risk (as with all fixed-rate securities) and prepayment risk or extension risk which may result in a decline in the expected return and/or value of the security. Prepayment or extension of principal payments occur and can be exacerbated depending upon the level of interest rates in the marketplace. Mortgage-backed securities in the Company's investment portfolio totaled $216.8 million at December 31, 1997, of which 40.9% are collateralized mortgage obligations (CMO's) which generally reduce the uncertainty concerning the maturity of a mortgage-backed security. 12 Uncertainties exist regarding interest rates and inflation and their potential impact on the market values of the Company's fixed income securities. The Company actively considers the risks and financial rewards associated with the maturity distribution of its fixed income portfolio. In this regard, the Company takes into consideration the pattern of expected claims payments and the Company's future cash flow projections in evaluating its investment opportunities. Consistent with the payment profile of the Company's claims reserve liabilities, and based upon the expected maturity of fixed maturity investments as of December 31, 1997, the Company's fixed maturity investments which include mortgage-backed securities but exclude convertible securities, had an expected average maturity of 7.9 years. A summary of expected maturities of the Company's fixed maturity investments is set forth below:
(IN THOUSANDS) DECEMBER 31, 1997 ------------------------------- CARRYING VALUE % OF PORTFOLIO -------------- --------------- Less than 1 year............................................... $ 22,553 1.1% 1-5 years...................................................... 608,280 29.1 6-10 years..................................................... 1,020,735 48.8 11-15 years.................................................... 337,877 16.2 16-20 years.................................................... 18,775 0.9 More than 20 years............................................. 72,283 3.5 -------------- ----- Subtotal....................................................... 2,080,503 99.6 Convertibles................................................... 8,085 0.4 -------------- ----- Total.................................................... $ 2,088,588 100.0% -------------- ----- -------------- -----
The balance of the Company's investment portfolio at December 31, 1997, consisting of cash, short-term investments and equity securities, amounted to $259.4 million. The Company's equity investment strategy is designed to build a quality equity portfolio. As of December 31, 1997, the Company held $142.5 million or 6.1% of cash and invested assets in equity securities, representing 20.3% of statutory surplus. The Company does not hold any direct investments in real estate. See "Management's Discussion and Analysis of Financial Condition and Results of Operations" for further discussion of the Company's investing activities and results. RATINGS NAC, Greenwich, Indian Harbor and NAC Re International, comprising the NAC Re group of companies, have been assigned an "A+" (Superior) rating as determined by A.M. Best, and published in A.M. Best Rating Service, Property/Casualty Edition. An "A+", which is A.M. Best's second highest rating, is assigned to companies which have demonstrated superior overall performance when compared to established standards. Such companies are considered by A.M. Best to have demonstrated a very strong ability to meet their obligations to policyholders over a long period of time. NAC and its domestic subsidiaries, as well as NAC Re International, have been assigned a "AA-" claims-paying rating from S&P, which is S&P's fourth highest rating. A "AA-" is assigned to insurers that offer excellent financial security. The Company's capacity to meet policyholder obligations is considered strong under a variety of economic and underwriting conditions. NAC Re International is supported by a Net Worth Maintenance Agreement with NAC pursuant to which NAC has agreed to provide certain specified financial support to NAC Re International in meeting its regulatory standards and liquidity needs, subject to regulatory requirements on NAC. Both the A.M. Best rating and S&P claims-paying rating are based upon factors of concern to policyholders and should not be considered an indication of the degree or lack of risk involved in an equity investment in an insurance or reinsurance company. 13 NAC Re debt instruments have the following investment grade ratings from S&P and Moody's:
S&P MOODY'S --------- ----------- $100 Million 8% Senior Notes due 1999......................................................... A- Baa1 $100 Million 7.15% Senior Notes due 2005...................................................... A- Baa1 $100 Million 5.25% Convertible Subordinated Debentures due 2002............................... BBB+ Baa2
Debt ratings are a current assessment of the credit-worthiness of an obligor with respect to a specific obligation. A company with a debt rating of "A-" is considered by S&P to have a strong capacity to pay interest and repay principal, although it is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than debt in higher rated categories. A company with a debt rating of "BBB+" by S&P and "Baa1" and "Baa2" by Moody's is considered to have adequate capacity to pay interest and repay principal but capacity to meet long-term obligations is susceptible to adverse economic conditions or changing circumstances. All of the above-mentioned ratings are continually monitored and readjusted by each of the rating agencies. While the Company believes that it will maintain and could possibly improve its ratings over time, there is no assurance that it will continue to receive these favorable ratings in the future. EMPLOYEES At December 31, 1997, the Company had 315 full-time employees, including 43 employees in the Company's international operation. The Company's employees are not represented by a labor union and the Company believes that its employee relations are good. ITEM 2. PROPERTIES The Company leases its present corporate and administrative offices in a building located in Greenwich, Connecticut. The Company also has operating leases for office space at regional branch locations and its international subsidiary. See Note 7 of Notes to the Consolidated Financial Statements of NAC Re for a schedule on future minimum rentals related to the Company's operating leases. ITEM 3. LEGAL PROCEEDINGS NAC, Greenwich and Indian Harbor are parties to various lawsuits generally arising in the normal course of their business. The Company does not believe that the eventual outcome of any of the litigations to which NAC, Greenwich or Indian Harbor are a party will have a material effect on the Company's financial condition. NAC has been fully indemnified by The Continental Corporation and its successor, CNA Insurance, for any losses incurred by Greenwich from events occurring prior to NAC's acquisition of Greenwich. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS There were no matters submitted to a vote of security holders during the fourth quarter of 1997. 14 PART II ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS MARKET INFORMATION The Common Stock ($.10 par value) of NAC Re is traded on the New York Stock Exchange (NYSE) under the symbol NRC. For the periods presented below, the high and low sales price and close prices of the Common Stock as reported by the NYSE were as follows:
THREE MONTHS ENDED ------------------------------------------------------ MARCH 31, JUNE 30, SEPTEMBER 30, DECEMBER 31, 1997 1997 1997 1997 ----------- ----------- ------------- ------------- High................................................. $ 39.88 $ 49.00 $ 51.56 $ 52.88 Low.................................................. $ 33.25 $ 35.50 $ 45.50 $ 43.50 Close................................................ $ 35.63 $ 48.38 $ 51.38 $ 48.81 THREE MONTHS ENDED ------------------------------------------------------ MARCH 31, JUNE 30, SEPTEMBER 30, DECEMBER 31, 1996 1996 1996 1996 ----------- ----------- ------------- ------------- High................................................. $ 36.25 $ 33.88 $ 40.63 $ 37.63 Low.................................................. $ 31.75 $ 28.50 $ 30.25 $ 32.63 Close................................................ $ 32.63 $ 33.50 $ 36.00 $ 33.88
STOCKHOLDERS There were 392 holders of record of shares of Common Stock as of March 3, 1998. Cede & Company held over 97% of the outstanding shares as nominee for an unknown number of beneficial stockholders. DIVIDENDS The Company declared a quarterly cash dividend of $.05 per share for March 1996 and increased this to $.06 per share for June 1996 through March 1997. In June 1997, the Company increased its quarterly dividend to $.075 per share. The Company considers increasing the dividend on its Common Stock from time to time. There is presently no intention to decrease the cash dividend in the foreseeable future. Future dividends will be dependent upon, among other factors, the earnings of the Company, its financial condition, its capital requirements, general business conditions and the ability of NAC to pay dividends to NAC Re. For a description of restrictions on NAC's ability to pay dividends, reference is made to Note 11 of Notes to the Consolidated Financial Statements of NAC Re. ITEM 6. SELECTED FINANCIAL DATA The selected financial data included in the "Eleven Year Financial Summary" on pages 34 through 35 of NAC Re's 1997 Annual Report to Shareholders is incorporated herein by reference. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Management's Discussion and Analysis of Financial Condition and Results of Operations on pages 20 through 33 of NAC Re's 1997 Annual Report to Shareholders is incorporated herein by reference. 15 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The following consolidated financial statements of NAC Re and its subsidiary companies, included on pages 36 through 64 of NAC Re's 1997 Annual Report to Shareholders, are incorporated herein by reference: --Consolidated Balance Sheet at December 31, 1997 and 1996. --Consolidated Statement of Income for the years ended December 31, 1997, 1996 and 1995. -- Consolidated Statement of Stockholders' Equity for the years ended December 31, 1997, 1996 and 1995. -- Consolidated Statement of Cash Flows for the years ended December 31, 1997, 1996 and 1995. --Notes to Consolidated Financial Statements. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES None. PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS Incorporated by reference to the caption "Directors and Executive Officers" in the definitive proxy statement involving the election of directors and other matters (the "Proxy Statement") which NAC Re intends to file with the Commission pursuant to Regulation 14A under the Securities Exchange Act of 1934 not later than 120 days after December 31, 1997. ITEM 11. EXECUTIVE COMPENSATION Incorporated by reference to the caption "Compensation of Directors and Executive Officers" in the Proxy Statement. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT Incorporated by reference to the caption "Security Ownership of Certain Beneficial Owners and Management" in the Proxy Statement. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Incorporated by reference to the captions "Certain Relationships and Related Transactions" and "Compensation Committee Interlocks and Insider Participation" in the Proxy Statement. PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K FINANCIAL STATEMENTS AND SCHEDULES The Financial Statements and schedules listed in the accompanying Index to Financial Statements and Schedules on page F-1 are filed as part of this report. 16 EXHIBITS The exhibits listed on the Index to Exhibits set forth below are filed as part of this report.
EXHIBIT NO. - ----------- (3) -- Articles of incorporation and bylaws: 3.1 -- Restated Certificate of Incorporation of NAC Re incorporated herein by reference to Exhibit 3.1 to the Annual Report on Form 10-K of NAC Re for the year ended December 31, 1990 3.2 -- Bylaws of NAC Re as amended through June 9, 1988 incorporated herein by reference to Exhibit 3.2 to the Annual Report on Form 10-K of NAC Re for the year ended December 31, 1988 (the "1988 10-K") (4) -- Instruments defining rights of security holders, including indentures: 4.1 -- Rights Agreement dated as of June 9, 1988 by and between NAC Re Corporation and American Stock Transfer and Trust Company (the "Rights Agreement") incorporated herein by reference to Exhibit A to the Current Report on Form 8-K filed June 24, 1988 4.2 -- First Amendment to the Rights Agreement dated as of March 28, 1990 incorporated herein by reference to Exhibit A to the Current Report on Form 8-K filed April 2, 1990 4.3 -- Second Amendment to the Rights Agreement dated as of September 13, 1990 incorporated herein by reference to Exhibit 4.3 to the Current Report on Form 8-K filed September 21, 1990 (10) -- Material contracts: 10.1 -- Lease of NAC Re's corporate and administrative offices in Greenwich, CT incorporated herein by reference to Exhibit 10.11 to the Annual Report on Form 10-K for the year ended December 31, 1985 10.2 -- Form of Sublease between NAC Re and NAC incorporated herein by reference to Exhibit 10.16 to the Joint Proxy Statement/Prospectus on Form S-4 (No. 33-8836) of NAC Re and KCC *10.3 -- Amended 1985 Stock Option Plan of NAC Re incorporated herein by reference to Exhibit 10.6 to the Registration Statement on Form S-1 (No. 2-99952) *10.4 -- 1986 Incentive and Non-qualified Stock Option Plan of NAC Re incorporated herein by reference to Exhibit 10.12 to the Registration Statement on Form S-1 (No. 33-5198) *10.5 -- NAC Re Corp. 1989 Stock Option Plan incorporated herein by reference to Exhibit 4.2 to the Registration Statement on Form S-8 (No. 33-27745) *10.6 -- NAC Re Corp. 1993 Stock Option Plan incorporated herein by reference to Exhibit A to the definitive Proxy Statement filed with the Securities and Exchange Commission on March 26, 1993 ("1993 Proxy Statement") *10.7 -- Amended and Restated NAC Re Corp. Directors' Stock Option Plan incorporated herein by reference to Exhibit B to the 1993 Proxy Statement *10.8 -- Amended and Restated NAC Re Corp. Benefits Equalization Plan incorporated herein by reference to Exhibit 10.8 to the Annual Report on Form 10-K for the year ended December 31, 1993 (the "1993 10-K")
17
EXHIBIT NO. - ----------- *10.9 -- Amended and Restated NAC Re Corp. Excess Benefit Savings Plan incorporated herein by reference to Exhibit 10.9 to the 1993 10-K *10.10 -- Form of Severance Contract between NAC Re Corp. and the executive officers of NAC Re incorporated herein by reference to Exhibit 10.23 to the 1988 10-K *10.11 -- NAC Re Corp. Amended and Restated Annual Incentive Plan incorporated herein by reference to Exhibit 10.17 to the Annual Report on Form 10-K of NAC Re for the year ended December 31, 1991 (the "1991 10-K") *10.12 -- NAC Re Corp. Long-term Incentive Plan incorporated herein by reference to Exhibit 10.12 to the Annual Report on Form 10-K of NAC Re for the year ended December 31, 1994 (the "1994 10-K") *10.13 -- Employment contract with Ronald L. Bornhuetter dated as of March 4, 1992 incorporated herein by reference to Exhibit 10.19 to the 1991 10-K *10.14 -- Trust Agreement, dated as of July 1, 1989, between NAC Re and Marine Midland Bank, N.A. relating to supplemental pension benefits for Ronald L. Bornhuetter incorporated herein by reference to Exhibit 10.22 to the Annual Report on Form 10-K of NAC Re for the year ended December 31, 1989 (the "1989 10-K") *10.15 -- NAC Re Corp. Directors' Deferred Compensation Agreement incorporated herein by reference to Exhibit 10.20 to the 1989 10-K *10.16 -- Consulting Agreement with Michael G. Fitt effective as of March 1, 1995 incorporated herein by reference to Exhibit 10.17 to the 1994 10-K *10.17 -- Employment contract with Ronald L. Bornhuetter dated as of October 30, 1996 incorporated herein by reference to Exhibit 10.17 to the Annual Report on Form 10-K for year ended December 31, 1996 (the "1996 10-K") *10.18 -- Employment contract with Nicholas M. Brown, Jr., dated as of October 30, 1996 incorporated herein by reference to Exhibit 10.18 to the 1996 10-K *10.19 -- Form of Employment contract with Executive Vice Presidents dated as of October 30, 1996 incorporated herein by reference to Exhibit 10.19 to the 1996 10-K *10.20 -- 1997 Incentive and Capital Accumulation Plan incorporated herein by reference to Exhibit A to the definitive Proxy Statement filed with The Securities and Exchange Commission on March 26, 1997 *10.21 -- 1997 Stock Retainer Plan For Nonemployee Directors (11) -- Statement regarding computation of per share earnings incorporated herein by reference to Note 12 of the Notes to the Consolidated Financial Statements on page 62 of NAC Re's 1997 Annual Report to Shareholders (12) -- Statement regarding computation of ratios (13) -- NAC Re's 1997 Annual Report to Shareholders only those portions thereof which are expressly incorporated by reference in NAC Re's Annual Report on Form 10-K for 1997, are "filed" as part of this Annual Report on Form 10-K (21) -- Subsidiaries of the registrant (23) -- Consents of experts and counsel (24) -- Powers of attorney
18
EXHIBIT NO. - ----------- (27.1) -- Financial Data Schedule fiscal year end 1997 (27.2) -- Financial Data Schedule fiscal year end 1995, 1996, and quarters 1, 2, 3, of 1996. Per share data restated per SFAS No. 128 (27.3) -- Financial Data Schedule quarters 1, 2, 3, of 1997. Per share data restated per SFAS No. 128
- ------------------------ * Executive Compensation Plans or Arrangements REPORTS ON FORM 8-K There were no reports on Form 8-K filed with the Securities and Exchange Commission during the fourth quarter of 1997. EXECUTIVE COMPENSATION PLANS OR ARRANGEMENTS Executive compensation plans or arrangements are indicated by an asterisk on the Index to Exhibits set forth above. 19 SIGNATURES Pursuant to the requirements of Section 13 or 15 (d) of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. NAC RE CORP. (Registrant) By /s/ JEROME T. FADDEN ----------------------------------------- Jerome T. Fadden VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND TREASURER Dated: March 24, 1998 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. SIGNATURE TITLE DATE - ------------------------------ --------------------------- ------------------- RONALD L. BORNHUETTER* Director, Chairman and - ------------------------------ Chief Executive Officer March 24, 1998 RONALD L. BORNHUETTER NICHOLAS M. BROWN, JR.* Director, President and - ------------------------------ Chief Operating Officer March 24, 1998 NICHOLAS M. BROWN, JR. ROBERT A. BELFER* Director - ------------------------------ March 24, 1998 ROBERT A. BELFER JOHN P. BIRKELUND* Director - ------------------------------ March 24, 1998 JOHN P. BIRKELUND C. W. CARSON, JR.* Director - ------------------------------ March 24, 1998 C. W. CARSON, JR. DAN CIAMPA* Director - ------------------------------ March 24, 1998 DAN CIAMPA TODD G. COLE* Director - ------------------------------ March 24, 1998 TODD G. COLE MICHAEL G. FITT* Director - ------------------------------ March 24, 1998 MICHAEL G. FITT DANIEL J. MCNAMARA* Director - ------------------------------ March 24, 1998 DANIEL J. MCNAMARA STEPHEN ROBERT* Director - ------------------------------ March 24, 1998 STEPHEN ROBERT HERBERT S. WINOKUR, JR.* Director - ------------------------------ March 24, 1998 HERBERT S. WINOKUR, JR. /s/ JEROME T. FADDEN Vice President, Chief - ------------------------------ Financial Officer and March 24, 1998 JEROME T. FADDEN Treasurer - ------------------------ * By CELIA R. BROWN, his attorney-in-fact and agent, pursuant to a power of attorney, a copy of which has been filed with the Securities and Exchange Commission as Exhibit 24 hereto. By: /s/ CELIA R. BROWN ----------------------------------------- Celia R. Brown SECRETARY
20 INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
NAC RE CORP. PAGES --------- Report of Independent Auditors on Financial Statements and Schedules......... F-2 Consolidated Balance Sheet at December 31, 1997 and 1996..................... * Consolidated Statement of Income for the years ended December 31, 1997, 1996 and 1995................................................................... * Consolidated Statement of Stockholders' Equity for the years ended December 31, 1997, 1996 and 1995.................................................... * Consolidated Statement of Cash Flows for the years ended December 1997, 1996 and 1995................................................................... * Notes to Consolidated Financial Statements................................... * SCHEDULES I Summary of Investments Other Than Investments in Related Parties at December 31, 1997................................................................... S-1 II Condensed Financial Information of Registrant................................ S-2-S-4 III Supplementary Insurance Information for the years ended December 31, 1997, 1996, and 1995............................................................. S-5 IV Reinsurance for the years ended December 31, 1997, 1996 and 1995............. S-6 VI Supplementary Information Concerning Property-Casualty Insurance Operations................................................................. S-7 Schedules other than those listed above are omitted for the reason that they are not applicable.
- ------------------------ * Incorporated by reference to NAC Re's 1997 Annual Report to Shareholders. F-1 REPORT OF INDEPENDENT AUDITORS To the Board of Directors and Shareholders of NAC RE CORPORATION: We have audited the consolidated balance sheet of NAC Re Corporation and subsidiaries as of December 31, 1997 and 1996 and the related consolidated statements of income, stockholders' equity and cash flows for each of the three years in the period ended December 31, 1997 incorporated by reference at Item 8. Our audits also included the financial statement schedules listed in the Index at Item 14. These financial statements and schedules are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedules based on our audits. We conducted our audits in accordance with generally accepted auditing standards. 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, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of NAC Re Corporation and subsidiaries at December 31, 1997 and 1996, and the consolidated results of their operations and cash flows for each of the three years in the period ended December 31, 1997, in conformity with generally accepted accounting principles. Also, in our opinion, the related financial statement schedules, when considered in relation to the basic financial statements taken as a whole, present fairly in all material respects, the information set forth therein. ERNST & YOUNG LLP New York, New York February 3, 1998 F-2 SCHEDULE I NAC RE CORP. AND SUBSIDIARIES OTHER THAN INVESTMENTS IN RELATED PARTIES SUMMARY OF INVESTMENTS (IN THOUSANDS)
DECEMBER 31, 1997 ----------------------------------------- AMOUNT AT WHICH AMORTIZED MARKET SHOWN IN THE COST VALUE BALANCE SHEET ------------ ------------ ------------- Type of Investment: FIXED MATURITY SECURITIES United States Government............................................. $ 13,957 $ 14,507 $ 14,507 Foreign Governments.................................................. 166,899 172,321 172,321 Mortgage-backed securities........................................... 212,434 216,845 216,845 States, municipalities and political subdivisions.................... 1,200,314 1,250,973 1,250,973 Corporate bonds...................................................... 419,715 425,857 425,857 Subordinated convertibles............................................ 8,182 8,085 8,085 ------------ ------------ ------------- Total Fixed Maturities........................................... 2,021,501 2,088,588 2,088,588 EQUITY SECURITIES...................................................... 124,999 142,527 142,527 CASH AND SHORT-TERM INVESTMENTS........................................ 116,919 116,919 116,919 ------------ ------------ ------------- Total Investments................................................ $ 2,263,419 $ 2,348,034 $ 2,348,034 ------------ ------------ ------------- ------------ ------------ -------------
S-1 SCHEDULE II NAC RE CORP. AND SUBSIDIARIES CONDENSED FINANCIAL INFORMATION OF REGISTRANT NAC RE CORP. BALANCE SHEET (PARENT COMPANY) (IN THOUSANDS)
DECEMBER 31, ---------------------- 1997 1996 ---------- ---------- ASSETS Fixed maturities............................................................................. $ 25,283 $ 30,066 Short-term investments....................................................................... 1,657 5,377 Cash......................................................................................... 3,186 266 Accrued investment income.................................................................... 353 444 Deferred expenses............................................................................ 1,527 1,865 Federal income tax recoverable............................................................... -- 940 Investment in wholly-owned subsidiaries...................................................... 934,124 825,283 Fixed assets................................................................................. 9,614 7,679 Intercompany receivable, net................................................................. 8,813 -- Other assets................................................................................. 1,037 876 ---------- ---------- Total assets............................................................................. $ 985,594 $ 872,796 ---------- ---------- ---------- ---------- LIABILITIES 8% Notes due 1999............................................................................ $ 100,000 $ 100,000 7.15% Notes due 2005......................................................................... 99,942 99,934 5.25% Convertible Subordinated Debentures due 2002........................................... 100,000 100,000 Revolving credit loan........................................................................ 12,924 12,924 Federal income tax payable................................................................... 9,318 -- Interest payable............................................................................. 1,587 1,537 Intercompany payable, net.................................................................... -- 974 Dividend payable............................................................................. 1,372 1,104 Accrued expenses and other liabilities....................................................... 3,390 3,054 ---------- ---------- Total liabilities........................................................................ 328,533 319,527 ---------- ---------- STOCKHOLDERS' EQUITY Preferred stock, $1.00 par value: 1,000 shares authorized, none issued (includes 90 shares of Series A Junior Participating Preferred Stock)............................................. -- -- Common stock, $.10 par value: 25,000 shares authorized (1997, 21,707; 1996, 21,464 issued) 2,171 2,146 Additional paid-in capital................................................................... 255,424 248,662 Unrealized appreciation of investments, net of tax........................................... 55,000 31,700 Currency translation adjustments, net of tax................................................. 5,989 8,377 Retained earnings............................................................................ 426,309 335,868 Less treasury stock, at cost (1997, 3,398 shares; 1996, 3,061 shares)........................ (87,832) (73,484) ---------- ---------- Total stockholders' equity............................................................... 657,061 553,269 ---------- ---------- Total liabilities and stockholders' equity............................................... $ 985,594 $ 872,796 ---------- ---------- ---------- ----------
S-2 SCHEDULE II NAC RE CORP. AND SUBSIDIARIES CONDENSED FINANCIAL INFORMATION OR REGISTRANT--(CONTINUED) NAC RE CORP. STATEMENT OF INCOME (PARENT COMPANY) (IN THOUSANDS)
YEAR ENDED DECEMBER 31, ------------------------------- 1997 1996 1995 --------- --------- --------- INCOME Dividend declared from insurance subsidiary.................................... $ 22,500 $ 38,000 $ 7,500 Net investment income.......................................................... 2,097 2,815 3,193 Net investment (losses) gains.................................................. (14) 87 126 Rental and other income........................................................ 2,312 1,559 1,164 --------- --------- --------- 26,895 42,461 11,983 --------- --------- --------- EXPENSES Interest and amortization expense.............................................. 21,697 22,284 15,610 Other operating costs and expenses............................................. 4,656 2,672 2,104 --------- --------- --------- 26,353 24,956 17,714 --------- --------- --------- Income (loss) before intercompany tax allocation and equity in net income of wholly-owned subsidiaries less dividend declared............................... 542 17,505 (5,731) --------- --------- --------- Current intercompany tax credit.................................................. 7,702 6,778 4,711 Deferred tax benefit............................................................. 190 424 41 --------- --------- --------- Total tax credit, net............................................................ 7,892 7,202 4,752 --------- --------- --------- Income (loss) before equity in net income of wholly-owned subsidiaries less dividend declared.............................................................. 8,434 24,707 (979) Equity in net income of wholly-owned subsidiaries less dividend declared......... 87,243 45,813 63,803 --------- --------- --------- Net income....................................................................... $ 95,677 $ 70,520 $ 62,824 --------- --------- --------- --------- --------- ---------
S-3 SCHEDULE II NAC RE CORP. AND SUBSIDIARIES CONDENSED FINANCIAL INFORMATION OR REGISTRANT--(CONTINUED) NAC RE CORP. STATEMENT OF CASH FLOWS (PARENT COMPANY) (IN THOUSANDS)
YEAR ENDED DECEMBER 31, ----------------------------------- 1997 1996 1995 ---------- ---------- ----------- OPERATING ACTIVITIES Net income................................................................. $ 95,677 $ 70,520 $ 62,824 Less equity in net income of subsidiaries, less cash dividend ($22,500 in 1997, $38,000 in 1996, $7,500 in 1995)................................... 87,243 45,813 63,803 ---------- ---------- ----------- 8,434 24,707 (979) Adjustments to reconcile net income to net cash provided by operating activities................................................................. 3,328 2,482 1,866 ---------- ---------- ----------- Net cash provided by operating activities.................................... 11,762 27,189 887 ---------- ---------- ----------- INVESTING ACTIVITIES Sales of fixed maturity investments........................................ 10,489 8,844 9,722 Maturities of fixed maturity investments................................... 3,000 7,000 4,700 Purchases of fixed maturity investments.................................... (8,435) (12,425) (10,527) Net sales (purchases) of short-term investments............................ 3,720 9,553 (7,285) Purchases of furniture and equipment....................................... (4,164) (4,648) (1,290) Contribution to subsidiary................................................. -- -- (146,556) ---------- ---------- ----------- Net cash provided (used) by investing activities............................. 4,610 8,324 (151,236) ---------- ---------- ----------- FINANCING ACTIVITIES Issuance of shares......................................................... 5,864 1,951 52,056 Net proceeds from issuance of 7.15% Notes.................................. -- -- 99,214 Purchase of treasury shares, net of reissuance............................. (14,348) (30,886) (204) Cash dividends paid to stockholders........................................ (4,968) (4,163) (3,260) Borrowings under revolving credit agreement................................ -- 8,162 -- Repayments under revolving credit agreement................................ -- (13,000) -- ---------- ---------- ----------- Net cash (used) provided by financing activities............................. (13,452) (37,936) 147,806 ---------- ---------- ----------- Increase (decrease) in cash.................................................. 2,920 (2,423) (2,543) Cash--beginning of year...................................................... 266 2,689 5,232 ---------- ---------- ----------- Cash--end of year............................................................ $ 3,186 $ 266 $ 2,689 ---------- ---------- ----------- ---------- ---------- -----------
S-4 SCHEDULE III NAC RE CORP. AND SUBSIDIARIES SUPPLEMENTARY INSURANCE INFORMATION (IN THOUSANDS)
FUTURE POLICY BENEFITS, BENEFITS, LOSSES, CLAIMS, AMORTIZATION DEFERRED CLAIMS LOSSES OF DEFERRED POLICY AND NET AND POLICY OTHER ACQUISITION CLAIMS UNEARNED PREMIUM INVESTMENT SETTLEMENT ACQUISITION OPERATING COSTS EXPENSES PREMIUMS REVENUE INCOME EXPENSES COSTS EXPENSES ----------- --------- ----------- ----------- ----------- ----------- ------------ ----------- DECEMBER 31, 1997 Domestic: Property/Casualty... $ 89,072 $1,513,416 $ 285,217 $ 525,017 $ 109,545 $ 346,005 $ 140,862 $ 77,932 Accident and Health........... -- (462) (219) (1,386) (458) (1,697) -- (326) ----------- --------- ----------- ----------- ----------- ----------- ------------ ----------- Subtotal....... 89,072 1,512,954 284,998 523,631 109,087 344,308 140,862 77,606 International: Property/Casualty... 3,637 98,692 17,461 51,016 13,963 35,187 10,290 9,289 Intercompany elimination........ -- (7,674) (748) -- -- -- -- -- ----------- --------- ----------- ----------- ----------- ----------- ------------ ----------- Total.......... $ 92,709 $1,603,972 $ 301,711 $ 574,647 $ 123,050 $ 379,495 $ 151,152 $ 86,895 ----------- --------- ----------- ----------- ----------- ----------- ------------ ----------- ----------- --------- ----------- ----------- ----------- ----------- ------------ ----------- DECEMBER 31, 1996 Domestic: Property/Casualty... $ 82,369 $1,434,429 $ 255,514 $ 474,025 $ 93,062 $ 303,485 $ 133,423 $ 71,231 Accident and Health........... -- 2,764 775 1,987 144 (950) -- 110 ----------- --------- ----------- ----------- ----------- ----------- ------------ ----------- Subtotal....... 82,369 1,437,193 256,289 476,012 93,206 302,535 133,423 71,341 International: Property/Casualty... 2,842 80,531 15,609 50,330 11,124 36,418 9,901 7,587 Intercompany elimination........ -- (4,379) -- -- -- -- -- -- ----------- --------- ----------- ----------- ----------- ----------- ------------ ----------- Total.......... $ 85,211 $1,513,345 $ 271,898 $ 526,342 $ 104,330 $ 338,953 $ 143,324 $ 78,928 ----------- --------- ----------- ----------- ----------- ----------- ------------ ----------- ----------- --------- ----------- ----------- ----------- ----------- ------------ ----------- DECEMBER 31, 1995 Domestic: Property/Casualty... $ 68,158 $1,246,187 $ 216,213 $ 450,068 $ 80,875 $ 293,262 $ 132,049 $ 55,919 Accident and Health........... -- 3,584 2,005 2,926 708 1,776 -- 489 ----------- --------- ----------- ----------- ----------- ----------- ------------ ----------- Subtotal....... 68,158 1,249,771 218,218 452,994 81,583 295,038 132,049 56,408 International: Property/Casualty... 2,308 43,277 12,520 38,791 7,725 31,110 7,014 6,044 ----------- --------- ----------- ----------- ----------- ----------- ------------ ----------- Intercompany elimination........ -- (633) -- -- -- -- -- -- ----------- --------- ----------- ----------- ----------- ----------- ------------ ----------- ----------- --------- ----------- ----------- ----------- ----------- ------------ ----------- Total.......... $ 70,466 $1,292,415 $ 230,738 $ 491,785 $ 89,308 $ 326,148 $ 139,063 $ 62,452 ----------- --------- ----------- ----------- ----------- ----------- ------------ ----------- ----------- --------- ----------- ----------- ----------- ----------- ------------ ----------- PREMIUMS WRITTEN ----------- DECEMBER 31, 1997 Domestic: Property/Casualty... $ 543,633 Accident and Health........... (2,271) ----------- Subtotal....... 541,362 International: Property/Casualty... 52,294 Intercompany elimination........ -- ----------- Total.......... $ 593,656 ----------- ----------- DECEMBER 31, 1996 Domestic: Property/Casualty... $ 521,072 Accident and Health........... 804 ----------- Subtotal....... 521,876 International: Property/Casualty... 52,128 Intercompany elimination........ -- ----------- Total.......... $ 574,004 ----------- ----------- DECEMBER 31, 1995 Domestic: Property/Casualty... $ 471,917 Accident and Health........... 4,131 ----------- Subtotal....... 476,048 International: Property/Casualty... 45,441 ----------- Intercompany elimination........ -- ----------- ----------- Total.......... $ 521,489 ----------- -----------
S-5 SCHEDULE IV NAC RE CORP. AND SUBSIDIARIES REINSURANCE (IN THOUSANDS)
PERCENTAGE CEDED ASSUMED OF AMOUNT GROSS TO OTHER FROM OTHER NET ASSUMED AMOUNT COMPANIES COMPANIES AMOUNT TO NET ---------- ---------- ----------- ---------- ------------- DECEMBER 31, 1997 Premiums Written: Property/casualty.................................. $ 120,509 $ 130,645 $ 606,063 $ 595,927 102% Accident and health................................ (26) (433) (2,678) (2,271) 118 ---------- ---------- ----------- ---------- --- Total.......................................... $ 120,483 $ 130,212 $ 603,385 $ 593,656 102% ---------- ---------- ----------- ---------- --- ---------- ---------- ----------- ---------- --- DECEMBER 31, 1996 Premiums Written: Property/casualty.................................. $ 72,749 $ 139,928 $ 640,379 $ 573,200 112% Accident and health................................ 61 148 891 804 111 ---------- ---------- ----------- ---------- --- Total.......................................... $ 72,810 $ 140,076 $ 641,270 $ 574,004 112% ---------- ---------- ----------- ---------- --- ---------- ---------- ----------- ---------- --- DECEMBER 31, 1995 Premiums Written: Property/casualty.................................. $ 70,138 $ 155,777 $ 602,997 $ 517,358 117% Accident and health................................ 45 672 4,758 4,131 115 ---------- ---------- ----------- ---------- --- Total.......................................... $ 70,183 $ 156,449 $ 607,755 $ 521,489 117% ---------- ---------- ----------- ---------- --- ---------- ---------- ----------- ---------- ---
S-6 SCHEDULE VI NAC RE CORP. AND SUBSIDIARIES SUPPLEMENTARY INFORMATION CONCERNING PROPERTY/CASUALTY INSURANCE OPERATIONS (IN THOUSANDS)
DEFERRED RESERVE FOR POLICY UNPAID CLAIMS DISCOUNT NET ACQUISITION AND CLAIMS IF ANY, UNEARNED EARNED INVESTMENT AFFILIATION WITH REGISTRANT COSTS EXPENSES DEDUCTED(1) PREMIUMS PREMIUMS INCOME - ---------------------------------------- ----------- ------------- ----------- ---------- ---------- ---------- CONSOLIDATED SUBSIDIARIES December 31, 1997....................... $ 92,709 $ 1,603,972 $ 26,290 $ 301,711 $ 574,647 $ 120,953 December 31, 1996....................... $ 85,211 $ 1,513,345 $ 20,766 $ 271,898 $ 526,342 $ 101,515 December 31, 1995....................... $ 70,466 $ 1,292,415 $ 18,340 $ 230,738 $ 491,785 $ 86,115 CLAIMS AND CLAIMS EXPENSES AMORTIZATION INCURRED OF RELATED TO (2) DEFERRED -------------- POLICY PAID CLAIMS CURRENT PRIOR ACQUISITION AND CLAIMS PREMIUMS AFFILIATION WITH REGISTRANT YEAR YEARS COSTS EXPENSES WRITTEN - ------------------------------------------ ---------- ------------ ----------- ---------- CONSOLIDATED SUBSIDIARIES December 31, 1997.......................$418,091 ($ 38,596) $ 151,152 $ 78,918 $ 593,656 December 31, 1996.......................$372,294 ($ 33,341) $ 143,324 $ 190,424 $ 574,004 December 31, 1995.......................$345,783 ($ 19,635) $ 139,063 $ 180,386 $ 521,489
- ------------------------ (1) Relates to certain workers' compensation case reserves which are discounted for statutory accounting purposes utilizing a 5% interest rate, and a 7% interest rate for GAAP. (2) Amounts are net of discount related to certain workers' compensation case reserves. S-7 EX-10.21 2 1997 STOCK RETAINER NON-EMPLOYEE EXHIBIT 10.21 NAC RE CORP. 1997 STOCK RETAINER PLAN FOR NONEMPLOYEE DIRECTORS 1. Purpose. The NAC Re Corp. Stock Retainer Plan for Nonemployee Directors (the "Plan") is intended (i) to further align the identity of interests of the directors of NAC Re Corp. (the "Company") who are neither officers nor employees of the Company or its subsidiaries ("Nonemployee Directors") with the interests of the Company's shareholders, and (ii) to attract and retain services of the most highly qualified individuals to serve as Nonemployee Directors of the Company. 2. Participants. All Nonemployee Directors are eligible to participate in the Plan and each such director will participate as described in Section 4 hereof 3. Common Stock Available under the Plan. The aggregate number of shares of common stock, $.10 par value per share of the Company ("Common Stock"), that may be issued under this Plan shall be 50,000 shares of Common Stock, which may be authorized and unissued shares or treasury shares, subject to any adjustments made in accordance with Section 5 hereof. If any shares of Common Stock issued pursuant to a Stock Retainer (as defined below) shall, after issuance, be reacquired by the Company for any reason, such shares may again be issued pursuant to the Plan. 4. Stock Retainer. (a) Except as provided herein, from and after the Effective Date (as defined in Section 9 hereof), on June 30, September 30, December 31 and March 31 of each fiscal year (each, a "Payment Date"), each person serving as a Nonemployee Director on such Payment Date will, for service as such, be issued a number of shares of Common Stock ("Stock Retainer") equal to one-quarter (1/4) of the quotient obtained by dividing (i) seventy-five percent (75%) of the annual retainer (the "Retainer Amount") by (ii) the average of the closing prices, as reported on the New York Stock Exchange Composite Tape, of Common Stock for the twenty consecutive trading days beginning and including June 1 of such fiscal year (but if June 1 shall not be a trading day, then the first trading day following June 1). To the extent that such calculation does not result in a whole number of shares, the fractional share shall be rounded upwards to the next whole number so that no fractional shares shall be issued. (b) In the event that a Stock Retainer is to be paid on a Payment Date to a Nonemployee Director who shall have commenced service as a Nonemployee Director subsequent to the immediately preceding Payment Date, the Stock Retainer shall be adjusted to reflect the percentage of the quarter during which such Nonemployee Director served as such. (c) In the event a Nonemployee Director shall cease to serve as a director of the Company between Payment Dates, such person shall receive a Stock Retainer equal to the Stock Retainer that would otherwise have been paid on the immediately following Payment Date had such person continued to serve, adjusted to reflect the percentage of the quarter during which such person served as a Nonemployee Director, and such Stock Retainer shall be paid as soon as practicable following the date the Nonemployee Director ceases to serve as a director of the Company. (d) The stock certificate representing the Stock Retainer shall be delivered to each Nonemployee Director as soon as practicable following each Payment Date. After the delivery of the shares, each Nonemployee Director shall have the rights of a shareholder with respect to such shares (including the right to vote such shares and the right to receive all dividends paid with respect to such shares); provided, however, shares of Common Stock received pursuant to a Stock Retainer in respect of a Payment Date may not be sold, transferred, assigned, pledged, hypothecated or otherwise disposed of until at least six months and one day after such Payment Date. (e) Notwithstanding the foregoing, no Stock Retainer will be issued to a Nonemployee Director who is removed for cause. 5. Adjustment Provisions. (a) In the event that any reclassification, split-up or consolidation of the Common Stock shall be effected, or the outstanding shares of Common Stock are, in connection with a merger or consolidation of the Company or a sale by the Company of all or a part of its assets, exchanged for a different number or class of shares of stock or other securities or property of the Company or for shares of the stock or other securities or property of any other corporation or person, or a record date for determination of holders of Common Stock entitled to receive a dividend payable in Common Stock shall occur, (i) the number and class of shares that may be issued pursuant to Stock Retainers thereafter paid, and (ii) the. number and class of shares that have not been issued under effective Stock Retainers, shall in each case be equitably adjusted as determined by the Board of Directors. (b) In the event that any spin-off or other distribution of assets of the Company to its shareholders shall occur, the number and class of shares that may be issued pursuant to Stock Retainers thereafter paid shall be equitably adjusted as determined by the Board of Directors. 6. General Provisions. (a) Nothing in this Plan or in any instrument executed pursuant hereto shall confer upon any person any right to continue to serve as a Director of the Company. (b) No shares of Common Stock shall be issued pursuant to a Stock Retainer unless and until all legal requirements applicable to the issuance of such shares have been complied with in the opinion of counsel to the Company. In connection with any such issuance, the person acquiring the shares shall, if requested by the Company, give assurances, satisfactory to counsel to the Company, in respect of such matters as the Company may deem desirable to assure compliance with all applicable legal requirements. (c) No person (individually or as a member of a group), and no beneficiary or other person claiming under or through him, shall have any right, title or interest in or to any shares of Common Stock allocated or reserved for the purposes of this Plan or subject to any Stock Retainer except as to such shares of Common Stock, if any, as shall have been issued to him. (d) Nothing in this Plan is intended to be a substitute for, or shall preclude or limit the establishment or continuation of, any other plan, practice or arrangement for the payment of compensation or benefits to Nonemployee Directors that the Company now has or may hereafter put into effect. (e) It shall be a condition to the obligation of the Company to issue shares of Common Stock hereunder, that the participant pay to the Company, upon its demand, such amount as may be requested by the Company for the purpose of satisfying any liability to withhold federal, state, local or foreign income or other taxes. If the amount requested is not paid, the Company shall have no obligation to issue, and the participant shall have no right to receive, shares of Common Stock. 7. Duration, Amendments and Termination. (a) No Stock Retainers shall be paid under this Plan with respect to any period beginning after June 1, 2001. The Board of Directors may amend or suspend the Plan from time to time or terminate the Plan at any time. (b) No amendment, suspension or termination of this Plan shall adversely affect any participant to whom a Stock Retainer has been issued. 8. Governing Law. This Plan and actions taken in connection herewith shall be governed and construed in accordance with the laws of the State of Delaware (regardless of the law that might otherwise govern under applicable Delaware principles of conflict of laws). 9. Effective Date. (a) This Plan shaft be effective as of June 11, 1997 (the "effective Date"), when the Plan was approved by the Board of Directors. (b) This Plan shall terminate on June 1, 2002 (unless sooner terminated by the Board of Directors). EX-12 3 COMPUTATION OF RATIO EXHIBIT 12 NAC RE CORP. AND SUBSIDIARIES COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (Dollars in Thousands)
Year Ended December 31, -------------------------------------------------------------- 1997 1996 1995 1994 1993 ---------- --------- --------- --------- --------- Earnings: Operating income before income taxes $122,830 $89,036 $78,821 $42,290 $49,497 ---------- --------- --------- --------- --------- Add back fixed charges: Interest expense 21,390 21,976 15,381 14,196 13,324 Amortization of related debt expenses 345 346 267 258 258 Assumed interest component of rent expenses 1,551 1,311 1,235 1,099 1,194 ---------- --------- --------- --------- --------- Total fixed charges 23,286 23,633 16,883 15,553 14,776 ---------- --------- --------- --------- --------- Adjusted earnings $146,116 $112,669 $95,704 $57,843 $64,273 ---------- --------- --------- --------- --------- ---------- --------- --------- --------- --------- Ratio of earnings to fixed charges 6.3 to 1 4.8 to 1 5.7 to 1 3.7 to 1 4.3 to 1 ---------- --------- --------- --------- --------- ---------- --------- --------- --------- ---------
EX-13 4 EXHIBIT 13 Exhibit 13 Management's Discussion and Analysis of Financial Condition and Results of Operations GENERAL NAC Re Corp. ("NAC Re") is the holding company for NAC Reinsurance Corporation ("NAC"), which is engaged in the reinsurance and insurance business. NAC Re, NAC and its subsidiaries are collectively referred to as the Company. (This discussion and analysis should be read in conjunction with the consolidated financial statements and notes thereto of NAC Re included elsewhere herein.) INDUSTRY OVERVIEW The domestic and international property and casualty reinsurance industry has been characterized by severe price competition over the last few years. Generally, these competitive conditions have prevailed across both treaty and facultative reinsurance products and within most business lines, including casualty, property, and specialty lines. While reinsurance product terms, underwriting expertise, and service quality offered by particular reinsurance companies are important factors that may influence the reinsurance purchasing decisions of primary companies, overall market conditions affecting supply and demand for reinsurance products have led to substantial pressure on reinsurance pricing. In particular, the substantial level of capital maintained by reinsurance companies, resulting from, among other things, earnings growth, investment portfolio gains, and the access to additional capital from capital markets have contributed to growing capacity in the reinsurance industry. Notwithstanding the decrease in the number of active reinsurance companies due to acquisitions and the decision by certain companies to exit the industry, there continues to be a substantial number of industry participants. In addition, as a result of earnings growth, investment portfolio gains, mergers and other factors (including a relatively low level of catastrophic events), remaining industry competitors, despite increased share repurchase and dividend activity, are in many cases characterized by greater capital levels. The demand for reinsurance by primary property and casualty insurance companies is influenced by prevailing economic and market conditions, anticipated underwriting and investment results, capital levels and risk tolerance. While certain primary property and casualty insurance companies may be inclined to purchase more reinsurance protection as a result of the prevailing pricing environment, overall reinsurance demand has been adversely affected by several factors. Consolidation among primary insurance companies, increased primary company capital levels, and continued access to capital markets have contributed to competitive pricing pressure by primary companies. In a number of instances, primary insurance companies have chosen to increase their net retention levels, thereby purchasing less reinsurance protection (albeit with a greater level of risk). In addition, a number of primary companies have commenced reducing the number of reinsurers with whom they conduct business, thereby fostering increased competition for such opportunities. Other factors that have contributed to the prevailing competitive conditions in the reinsurance industry include new entrants to the reinsurance market (including certain specialized reinsurance operations) and the presence of certain reinsurance companies which operate within tax-advantaged jurisdictions (e.g., Bermuda, Cayman Islands) that benefit from higher after-tax investment returns. In addition, concerns with respect to the financial security of Lloyds of London that had adversely impacted the competitive position of that marketplace have apparently been overcome by actions taken at Lloyds over the last few years, thereby enhancing its competitive position. To the extent that primary insurance companies increasingly emphasize underwriting expertise, financial security and service levels in their selection of reinsurers, management believes that the Company is well positioned to compete as compared to those competitors which do not have the personnel, systems, controls, capital position and service capabilities enjoyed by the Company. 20 The primary insurance industry in which the Company conducts its program business is also characterized by substantial competitive pricing. Many primary property and casualty insurance companies have created operations or marketing initiatives to develop program business to utilize the underwriting operational capabilities already in existence. The program business, including large groups of insureds with substantially consistent underwriting, administration, and claims handling requirements, presents such primary insurance companies with the opportunity to leverage their underwriting, marketing, and claims handling capabilities. The Company writes primary program business through its wholly-owned subsidiaries, Greenwich Insurance Company (licensed in 50 states) and Indian Harbor Insurance Company (excess and surplus lines). Such business is written through both managing and general agents and includes certain specialty classes such as auto warranty business. RESULTS OF OPERATIONS The Company's net operating income, excluding realized investment gains, was $67.7 million for 1997, $57.8 million for 1996, and $45.9 million for 1995. On a basic per share basis, operating income, excluding realized investment gains, was $3.68, $3.07, and $2.59 for 1997, 1996, and 1995, respectively. On a diluted per share basis, operating income, excluding realized investment gains, was $3.42, $2.90, and $2.45 for 1997, 1996, and 1995, respectively. Net income was $95.7 million for 1997, $70.5 million for 1996, and $62.8 million for 1995. On a basic per share basis, net income was $5.21, $3.74, and $3.55 for 1997, 1996, and 1995, respectively. On a diluted per share basis, net income was $4.77, $3.51 and $3.30 for 1997, 1996, and 1995, respectively. Net income for 1997 includes after-tax realized investment gains of $28.0 million or $1.35 per diluted share compared to $12.7 million or $.61 per diluted share in 1996 and $17.0 million or $.84 per diluted share in 1995. PREMIUM REVENUES The Company's premium revenue for its domestic and international operations is as follows:
GROSS PREMIUMS WRITTEN PERCENT CHANGE ------------------------------- -------------------------- (DOLLARS IN MILLIONS) 1997 1996 1995 97 VS. 96 96 VS. 95 - ---------------------------------------------------------------- --------- --------- --------- ----------- ------------- Domestic: Casualty........................................................ $ 340.1 $ 364.1 $ 354.8 (6.6)% 2.6% Property........................................................ 178.5 189.2 179.8 (5.7) 5.2 Specialty/other................................................. 148.6 102.1 92.3 45.5 10.7 --------- --------- --------- ----------- ------------- Subtotal...................................................... 667.2 655.4 626.9 1.8 4.6 --------- --------- --------- ----------- ------------- International: Casualty........................................................ 30.3 22.8 19.2 32.9 18.1 Property........................................................ 32.2 38.9 33.9 (17.0) 14.7 --------- --------- --------- ----------- ------------- Subtotal...................................................... 62.5 61.7 53.1 1.4 15.9 --------- --------- --------- ----------- ------------- Intercompany transactions....................................... (5.8) (3.0) (2.1) -- -- --------- --------- --------- ----------- ------------- Total........................................................... $ 723.9 $ 714.1 $ 677.9 1.4% 5.3% --------- --------- --------- ----------- -------------
21 MANAGEMENT'S DISCUSSION AND ANALYSIS
NET PREMIUMS WRITTEN PERCENT CHANGE ------------------------------- ------------------------ (DOLLARS IN MILLIONS) 1997 1996 1995 97 VS. 96 96 VS. 95 - ---------------------------------------------------------------- --------- --------- --------- ----------- ----------- Domestic: Casualty........................................................ $ 313.3 $ 328.9 $ 311.7 (4.8)% 5.5% Property........................................................ 122.6 121.1 111.1 1.3 9.0 Specialty/Other................................................. 105.5 71.9 53.3 46.7 35.0 --------- --------- --------- ----------- ------------- Subtotal...................................................... 541.4 521.9 476.1 3.7 9.6 --------- --------- --------- ----------- ------------- International: Casualty........................................................ 27.5 22.1 18.7 24.0 18.4 Property........................................................ 24.8 30.0 26.7 (17.2) 12.1 --------- --------- --------- ----------- ------------- Subtotal...................................................... 52.3 52.1 45.4 .3 14.7 --------- --------- --------- ----------- ------------- Total........................................................... $ 593.7 $ 574.0 $ 521.5 3.4% 10.1% --------- --------- --------- ----------- -------------
Worldwide gross premiums written were $723.9 million in 1997 compared to $714.1 million in 1996 and $677.9 million in 1995. The 1.4% increase in 1997 was primarily attributable to the increase in domestic gross premiums written, specifically the specialty/other segment. The 5.3% increase in 1996 was attributed to increases in all business lines: casualty, property, specialty, and international. Worldwide net premiums written were $593.7 million in 1997 compared to $574.0 million in 1996 and $521.5 million in 1995. The increases in 1997 and 1996 were principally due to the reductions in ceded premium as discussed below. Worldwide casualty gross premiums written in 1997 totaled $368.0 million, a decrease of 4.7% compared to increases of 3.4% in 1996 and 21.5% in 1995. Domestic casualty gross premiums written decreased 6.6% in 1997 compared to increases of 2.6% in 1996 and 20.9% in 1995. Casualty business declined in 1997 due principally to NACs continued strong underwriting discipline amid prolonged soft market conditions defined by a further decline in market rates. The decline in the 1997 casualty treaty gross premiums offset the 28% increase in casualty facultative premiums, principally attributable to the increase in facultative automatic business. The rate of growth in 1996 casualty gross premiums was diminished as a result of increased retentions by certain ceding companies, particularly from one large account. Casualty growth in 1996 was attributed to increased opportunities from existing facultative and treaty clients, which more than offset the overall impact of increased retention levels of the Company's clients. Casualty growth in 1995 was generated by increased participations with existing treaty clients. Worldwide property gross premiums written were $207.3 million in 1997, compared to $225.8 million in 1996 and $212.2 million in 1995. Domestic property gross premiums written decreased 5.7% in 1997 compared to increases of 5.2% in 1996 and 18.5% in 1995. The 1997 decrease resulted from increased competitive market conditions. Property facultative growth of 4.8% in 1997 was more than offset by the decline in property treaty that contributed to the overall decrease in property gross premiums written. The increase in property gross premiums written in 1996 and 1995 was the result of growth in facultative business. Worldwide specialty and other gross premiums written in 1997 totaled $148.6 million which included fidelity/surety, ocean marine, aviation business, and certain primary program business. Fidelity/surety bond gross premiums were $37.8 million in 1997, $45.9 million in 1996, and $33.3 million in 1995. The lower premium amount in 1997 was primarily due to the Company's strong underwriting and pricing 22 standards in a heightened competitive environment. The growth in 1996 fidelity/surety bond premiums was primarily attributable to one significant new account. The 1997, 1996, and 1995 fidelity/surety bond premiums were affected by the weak market conditions and increased retentions by primary companies. Specialty lines include a significant portion of the Company's primary program business. The balance of the program business is included in casualty and property business. The majority of the growth reported by the Company's primary companies in 1997 emanated from increased opportunities with an auto warranty program. Primary insurance business represented approximately 18% of total gross premiums written for the Company in 1997. Specialty lines were expanded to include ocean marine business in 1994. Ocean marine gross premiums written totaled $18.8 million in 1997 compared to $12.7 million in 1996. The 1997 increase reflects the benefits derived from several new contracts. The Company's participation in aviation began in 1992 and expanded in 1994 with participation in an industry aviation underwriting pool. Net premiums written from aviation business totaled $14.9 million, $8.3 million, and $10.9 million in 1997, 1996, and 1995, respectively. The increase in 1997 was principally due to the Company's participation in the aviation pool combined with additional premiums in connection with providing reinsurance to the aviation pool. International gross premiums written were $62.5 million, $61.7 million, and $53.1 million for the years 1997, 1996, and 1995, respectively. The 1.4% increase in 1997 was largely due to an increase in casualty business offset by a decline in property business. The 15.9% increase in 1996 was due to the growth of casualty and property treaty business. In 1998 the Company announced an agreement in principle to acquire the managing agency assets of Morgan, Fentiman & Barber, a Lloyds managing agency, which manages Denham Syndicate 990. In conjunction with this proposed acquisition, the Company established a corporate capital vehicle, Stonebridge Underwriting, Ltd., to participate on the Denham Syndicate commencing in 1998. The acquisition is subject to the completion of due diligence and regulatory approval. (See "Subsequent Event" for further explanation.) Worldwide ceded premiums recorded for retrocession agreements were $130.2 million, $140.1 million, and $156.4 million in 1997, 1996, and 1995, respectively. The Company continually evaluates its retrocessional programs based on market conditions, pricing, and its own risk tolerance. The 1997 and 1996 decreases in ceded premium were primarily due to improved pricing for the Company's catastrophe and per risk retrocessional programs, partially offset in 1997 by growth in certain primary programs with specific reinsurance protection. The Company's underwriting philosophy of long-term partnerships with quality core clients as well as further expansion of its client base continues to underscore the Company's success. Insurers, rated A- or better by A.M. Best, comprised the top 30 clients of the Company in 1997. However, no single client generated more than 6% of premium volume in 1997, and the top 10 clients represented 37% of premiums compared to 56% three years prior. Given this client depth, the Company does not believe that any future reduction of business assumed from any one client will have a materially adverse effect on its future financial condition or results of operations due to the Company's competitive position in the marketplace and the continuing availability of other sources of business. 23 MANAGEMENT'S DISCUSSION AND ANALYSIS OPERATING COSTS AND EXPENSES CLAIMS AND CLAIMS ADJUSTMENT Generally, claims and claims expenses represent the Company's most significant and uncertain costs. Claims and claims expense reserves are estimates involving actuarial and statistical projections, at a given point in time, of what the Company expects the ultimate settlement and administration of claims to cost based on facts and circumstances then known. The reserves are based on estimates of claims and claims expenses incurred and, therefore, the amount ultimately paid may be more or less than such estimates. These expenses are principally based on NACs analysis of reports and individual case estimates received from ceding companies. A provision, on the basis of past experience, claims audits, and other factors, is included for losses and loss adjustment expenses incurred but not reported ("IBNR"). The Company expects to refine such estimates in subsequent accounting periods based upon facts and circumstances then known. The fact that the Company's exposure to claims generally begins excess of its clients exposure contributes to the uncertainty of its claims estimates. With this excess coverage, claims occur less frequently than coverages which attach within the primary insurance coverages, thereby providing less credible historical claims experience from which to estimate ultimate claims costs. Further, the Company writes coverage in certain volatile casualty lines of business, such as general liability, directors and officers liability and medical malpractice. Claims activity for these lines is characterized by lengthy litigation, the ultimate cost of which can be influenced significantly by future court rulings. Estimates of claims and claims expenses are based in part on a prediction of future events, estimates of future trends in claims severity and frequency and other variable factors. The Company's ability to predict future trends based solely upon its own historical claims experience is inherently difficult because of its substantial growth in premiums since 1985. Therefore, for purposes of evaluating future trends and providing an estimate of ultimate claims costs, the Company has supplemented its historical claims experience to a certain extent with claims experience derived from external sources, such as reinsurance industry data. As the Company's book of business continues to mature, its own historical claims experience achieves greater credibility and enhances its ability to evaluate future trends. Accordingly, the Company believes its reserving process improves as additional claims experience emerges. Claims and claims expenses incurred were $379.5 million in 1997 compared to $339.0 million in 1996 and $326.1 million in 1995. The increase in 1997 was principally attributable to growth in earned premium and a higher loss ratio. The increase in 1996 was primarily due to growth in earned premium partially offset by a lower loss ratio. Net claims and claims expenses expressed as a percentage of net earned premiums (the claims and claims expense ratio) increased to 65.9% in 1997 from 63.7% in 1996 on a domestic statutory basis. The change in the 1997 ratio was primarily due to competitive market conditions. The improvement in the 1996 ratio of 63.7% from the 1995 ratio of 65.1% was due to a somewhat more favorable prior years claims and claims expense development in 1996. The Company's total net claims and claims expenses for each year reflect favorable claims development from prior years of $38.6 million in 1997, $33.3 million in 1996, and $19.6 million in 1995. Claims payments were $78.9 million in 1997 compared to $190.4 million in 1996 and $180.4 million in 1995. The decrease in 1997 was due to the net impact of the retrocessional termination discussed below, partially offset by several commutations of assumed business during 1997. 24 The Company's net favorable claims development for business written since 1986 continued to emerge during 1997, 1996, and 1995. This favorable development is driven by several factors, some of which are interdependent. A principal factor is the strength of the actuarial assumptions underlying the business written, particularly with respect to social and economic inflation. These actuarial assumptions are utilized to establish the initial expected target loss ratio employed in the actuarial methodologies from which the reserves for claims and claims expenses are derived. Such loss ratios are periodically adjusted to reflect comparisons of actuarially-computed expected claims to actual claims and claims expense development, inflation and other considerations. This favorable development has offset certain unfavorable development on business written prior to 1986, principally related to asbestos and environmental claims. An important area of focus in the reinsurance and insurance industries is exposure to asbestos and environmental claims. The Company's reserving process includes a supplemental evaluation of the potential impact on claims liabilities from exposure to asbestos and environmental claims, including related loss adjustment expenses. The Company recorded claims and claims expenses incurred relating to asbestos and environmental claims of $8.1 million in 1997, $10.7 million in 1996, and $7.0 million in 1995, inclusive of paid claims of $3.8 million, $4.2 million, and $4.8 million, respectively. The Company's claims and claims expense reserves for such exposures, net of reinsurance, as of December 31, 1997, 1996, and 1995 were $32.8 million, $28.5 million, and $22.0 million, respectively. A reconciliation of the Company's gross and net liabilities for such exposures for the three years ending December 31, 1997 is set forth in Note 4 of the Notes to Consolidated Financial Statements. The Company believes it has made a reasonable provision for its asbestos and environmental exposures and is unaware of any specific issues which would materially affect its claims and claims expense estimate. The estimation of claims and claims expense liabilities for asbestos and environmental exposures is subject to a much greater uncertainty than is normally associated with the establishment of liabilities for certain other exposures due to several factors, including: i) uncertain legal interpretation and application of insurance and reinsurance coverage and liability; ii) the lack of reliability of available historical claims data as an indicator of future claims development; iii) an uncertain political climate which may impact, among other areas, the nature and amount of costs for remediating waste sites; and iv) the potential of insurers and policyholders to reach agreements in order to avoid further significant legal costs. Due to the potential significance of these uncertainties, the Company believes that no meaningful range of claims and claims expense liabilities beyond recorded reserves can be established. The Company believes that these issues are not likely to be resolved in the near future. However, as they are resolved, additional reserve provisions, which could be material in amount, may be necessary. The Company is aware of certain evolving potential exposures, generally referred to as other mass tort liabilities, and to the extent appropriate, the Company has considered these exposures in its claims and claims expense reserves. The Company is unaware of any specific, unusual and significant circumstances affecting claims reserve estimates, except to the extent disclosed. 25 MANAGEMENT'S DISCUSSION AND ANALYSIS REINSURANCE/CATASTROPHE MANAGEMENT The Company purchases reinsurance to increase premium capacity and to reduce the risk of loss on reinsurance underwritten. Historically, the Company has obtained reinsurance for itself primarily through excess of loss reinsurance agreements. The Company has also obtained reinsurance protection against liability on a single event arising from different treaty obligations or from related losses involving more than one reinsured or contract. The Company evaluates the financial condition of its retrocessionnaires periodically. Based on this analysis, a reserve for potential and actual non-recovery from retrocessionnaires unable to meet their obligation under the retrocession agreement is included in claims and claims expenses. Charges to earnings for potential and actual non-recovery amounted to $3.7 million, $1.2 million, and $1.4 million for 1997, 1996, and 1995, respectively, and reflect a provision for paid and unpaid claims, inclusive of IBNR claims. This 1997 charge and substantially all such charges relate to reinsurance purchased prior to 1986. During 1997, the Company maintained catastrophe reinsurance protection of $115 million in excess of the Company's initial retention of $5 million on a first and second event. For 1998, the Company has obtained catastrophe reinsurance protection of $97 million in excess of a $5 million initial net retention, subject to a graduated increase of $3 million in net retention in the event gross losses exceed $60 million. The Company evaluates its potential catastrophe exposure, including both gross loss estimates and the impact of available reinsurance protection. While the Company believes its management of catastrophe exposures and underwriting guidelines are adequate, an extremely large catastrophic event or multiple catastrophic events could have a material adverse effect on the financial condition and results of operation of the Company. In recognition of the Company's surplus position, financial capacity and continued positive results from business written since 1986, the Company terminated two retrocessional programs effective January 1, 1997. As a result, the Company received total consideration of approximately $225 million, representing reinsurance recoverable balances for unpaid claims and claims expenses, with total cash and invested assets increasing by approximately $180 million. The termination of these programs resulted in an increase in the Company's retention levels for the years 1996 and prior. As the casualty book of business matures, the increase in net retentions for those years may result in increased volatility in future years to the extent the actual frequency and severity of claims differs from the Company's current estimates. The Company believes its exposure to such volatility is within acceptable levels. See Note 6 of the Notes to Consolidated Financial Statements for the impact of this action on 1997 and 1996 retention levels. UNDERWRITING RESULTS One traditional means of measuring the underwriting performance of a property/casualty insurer is the statutory composite ratio. This ratio, which is based upon statutory accounting practices (which differ from generally accepted accounting principles), reflects underwriting experience, but does not reflect income from investments. A composite ratio of under 100% generally indicates underwriting profitability while a composite ratio exceeding 100% generally indicates an underwriting loss. 26 The following chart sets forth statutory composite ratios for the Company's domestic reinsurance subsidiary:
1997 1996 1995 --------- --------- --------- Domestic Composite Ratio: Claims and claims expenses............................................................... 65.9% 63.7% 65.1% Commissions and brokerage................................................................ 27.3 28.3 29.7 Other operating expenses................................................................. 9.9 9.1 8.3 --------- --------- --------- Total.................................................................................... 103.1% 101.1% 103.1% --------- --------- ---------
The increase in the Company's domestic composite ratio for 1997 primarily reflected the increase in the claims and claims expenses and other operating expenses. The 1996 ratio indicated an improvement in underwriting results compared to 1995. The claims and claims expense ratio increased in 1997 due to the impact of competitive market conditions on pricing adequacy. Operating expenses increased in 1997, 1996, and 1995 reflecting continued business expansion, investment in technology and a continued investment in facultative business. The Company continues to seek measures to contain operating expenses that are not central to its underwriting activities and to better utilize its resources. The 1997 statutory composite ratio for the Company's international reinsurance subsidiary was 108.9% compared to 105.6% in 1996 and 111.7% in 1995. A principal cause of these relatively high composite ratios was the contribution of the operating expense ratios of 18.7%, 13.7%, and 13.0% for the years ended December 31, 1997, 1996, and 1995, respectively. The Australian branch of the international reinsurance subsidiary, although established in 1996, did not commence writing premium until 1997 contributing to the increase in the operating expense ratio in 1997 from 1996. The Company generally expects a higher expense ratio in the start-up years of an operation. The expense ratio of the international subsidiary is expected to decline over time to the extent that it leverages its investment in infrastructure and marketing, broadens client relationships, and generates increases in premium revenues. The pricing of the Company's reinsurance contracts incorporates many factors, including exposure to claims and the expenses of the client and the broker. Commissions and brokerage expenses, as a percentage of premium revenues, declined moderately in 1997 compared to 1996 and 1995. This decrease was principally due to the relative increase in 1997 of primary program business, where commission costs were significantly lower, partially offset by increases in pro rata contracts written in the Company's specialty lines of business, contracts which generally carry a higher commission rate. The Company's actuaries and underwriters evaluate the adequacy of premium revenue net of these expenses, thereby mitigating the effect of variations in these expenses to overall underwriting results. INVESTMENTS Cash and invested assets were $2.3 billion at December 31, 1997 compared to $2.0 billion at December 31, 1996, excluding net investment payables of $25.8 million and $24.9 million for 1997 and 1996, respectively. Net investment income increased 17.9% in 1997 compared to 16.8% in 1996 and 10.9% in 1995. The 1997 increase was principally attributable to the benefit derived from investment of the proceeds of approximately $180 million resulting from two retrocessional program terminations in early 1997. (See 27 MANAGEMENT'S DISCUSSION AND ANALYSIS Note 6 to the Notes to Consolidated Financial Statements.) Further, the 1997 investment portfolio was repositioned during the year to maximize after-tax earnings. This portfolio shift consisted of increasing the Company's investment in tax-exempt securities to take advantage of the higher after-tax yields of these securities as well as extending the Company's fixed maturity duration to approximately 5.6 years to capture the yield benefit of a higher interest rate environment in early 1997. As such, the Company's after-tax investment yield was 4.7% in 1997 compared to 4.4% in 1996 and 4.6% in 1995. The Company anticipates continued growth in investment income during 1998 due to a higher invested asset base. However, this growth will be tempered by the decreasing yields available in the current interest rate environment. Realized investment gains, net of tax, were $1.35 per diluted share for 1997, $.61 per diluted share for 1996, and $.84 per diluted share for 1995. Gains and losses on the sale of investments are recognized as a component of operating income, but the timing and recognition of such gains and losses are unpredictable and are not indicative of future operating results. The Company's investment strategy is focused principally on income predictability and asset value stability. The Company's emphasis on high quality, fixed maturity investments reflects this strategy. Tactical shifts between taxable and tax-exempt bonds may occur in order to maximize after-tax investment returns without compromising balance sheet integrity. At the end of 1997, the Company's fixed maturity investments amounted to $2.1 billion, which approximates 89% of cash and invested assets. Approximately 94% of such investments are rated investment grade with an average rating of Aa2/AA by Moodys Investor Services, Inc. or Standard & Poors. The balance of the Company's investment portfolio at December 31, 1997, consisting of cash, short-term investments and equity securities, amounted to $259.4 million. As of December 31, 1997, the Company held $142.5 million or 6.1% of cash and invested assets in equity securities, representing 20.3% of statutory surplus. This was compared to $179.6 million or 9.1% of invested assets in equity securities at December 31, 1996, representing 27% of statutory surplus. Changes in market interest rates in late 1997 resulted in an increase in the market value of the Company's investment securities compared to 1996. Net unrealized appreciation of investments, net of tax, was $55.0 million or $3.00 per share at December 31, 1997 compared to $31.7 million or $1.72 per share at December 31, 1996. The unrealized appreciation was primarily attributable to the market value fluctuations in the Company's fixed income securities, which are recorded at their fair market values. Uncertainties exist regarding interest rates and inflation and their potential impact on the market values of the Company's fixed income securities. The Company actively considers the risks and financial rewards associated with the maturity distribution of its fixed income portfolio. In this regard, the Company takes into consideration the pattern of expected claims payments and the Company's future cash flow projections in evaluating its investment opportunities. Since the initial capitalization of the Company's international reinsurance operation in London, England (NAC Re International) with $75 million in 1993 and subsequent contributions in 1994 and 1995, the stockholders equity of NAC Re International has grown to $148.5 million as of December 31, 1997. This capital, a component of the invested assets described above, is being invested in accordance with the 28 Company's overall investment strategy. At December 31, 1997, NAC Re Internationals investment portfolio, which was primarily invested in U.K. Government securities, had an average duration of 4.4 years and an after-tax investment yield of 4.4%. INCOME TAXES The Company's effective tax rate increased to 22.1% in 1997 compared to 20.8% in 1996 and 20.3% in 1995. Excluding investment gains, the Company's 1997 effective tax rate was 15.6% compared to 16.8% in 1996. This decrease reflects the shift to tax-exempt fixed maturities in 1997. The Company's effective tax rate increased in 1996 over 1995 principally due to improved underwriting results and a slightly higher effective tax rate on investment income. Note that the Company's future tax position is subject to changes in the tax laws. LIQUIDITY AND CAPITAL RESOURCES As a holding company, NAC Res assets consist primarily of its common stock investment in NAC. Cash flow within NAC Re consists of investment income, operating and interest expenses, dividends to stockholders, and dividends and tax reimbursements from NAC. These dividends are subject to statutory restrictions as described in Note 11 of the Notes to Consolidated Financial Statements. The Company's debt-to-capital ratio improved to 32.3% in 1997 from 36.1% in 1996. In late 1995, the Company issued $100 million of 7.15% Notes due November 15, 2005 and raised approximately $49 million on the issuance of 1,530,000 shares of Common Stock. Previously, the Company had raised $200 million in 1992 through the issuance of $100 million of 5.25% Convertible Subordinated Debentures due December 2002 and $100 million of 8% Notes due June 1999. As a result of the transactions and borrowings described below, pretax interest expense including amortization expense was $21.7 million in 1997, $22.3 million in 1996, and $15.6 million in 1995. NAC Re maintains a revolving credit facility, under which it can borrow up to $35 million. Outstanding borrowings as of December 31, 1997 and 1996 were $12.9 million and were principally used to finance the Company's repurchase of its Common Stock. The facility is scheduled to be reduced on a quarterly basis beginning in July 1998. NAC has a $15 million line of credit which is available for catastrophe claims payments or working capital purposes. There were no outstanding borrowings on this facility at December 31, 1997. Interest costs on borrowing facilities were approximately $1.0 million, $1.6 million, and $1.4 million in 1997, 1996, and 1995, respectively. During 1997, the Company repurchased approximately 345,400 shares of NAC Re Common Stock under the stock repurchase program for an aggregate purchase price of approximately $14.5 million. As of December 31, 1997, approximately 656,000 shares remain authorized for repurchase. The Company's quarterly dividend on its common stock was increased in June 1997 to $.075 per share from $.06 per share. It is anticipated that the cash dividend level will leave sufficient retained earnings to meet the Company's future financial needs. 29 Management's Discussion and Analysis Consolidated stockholders equity totaled $657.1 million or $35.89 per share at December 31, 1997 compared to $553.3 million or $30.06 per share at December 31, 1996. Statutory surplus of the reinsurance subsidiary was approximately $702 million and $664 million at the end of 1997 and 1996, respectively. Indicative of its strengthened capital position is NACs growth in surplus and its rank as one of the 10 largest domestic reinsurers as measured on this basis. The Company believes its surplus level enhances its ability to attract new business and retain its existing client base. The Company's insurance operations create liquidity in that premiums are received substantially in advance of the time claims are paid. Over the most recent three years, cash flow provided by operating activities totaled over $654 million, including 1997 cash flow of $314 million. The cash flow for 1997 increased from 1996 principally due to the proceeds received from the terminations of certain retrocessional agreements described above. Accounting Pronouncements In June 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive Income," which is effective for years beginning after December 15, 1997. The Company will apply the provisions of this Statement beginning in the first quarter of 1998. Also in June 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 131, "Disclosures About Segments of an Enterprise and Related Information," which is effective for years beginning after December 15, 1997. The Company plans to adopt the Statement in the 1998 annual financial statements. For explanation of the requirements of each of these pronouncements, See Note 2 of the Notes to the Consolidated Financial Statements. Subsequent Event On January 22, 1998, the Company announced an agreement in principle to acquire the managing agency assets of Morgan, Fentiman & Barber (MFB), a Lloyds managing agency. MFB currently manages Denham Syndicate 990 which underwrites a specialized book of business, concentrating on long-tail casualty lines and non-marine physical damage, including both direct and reinsurance business. In late 1997, the Company formed a subsidiary, Stonebridge Underwriting Ltd., which is participating as a corporate capital vehicle on the Denham Syndicate commencing with the 1998 underwriting year. These transactions are intended to provide the Company access to Lloyds worldwide insurance capabilities. The acquisition is subject to the completion of due diligence and regulatory approval and is expected to close during the second quarter of 1998, however, there are no assurances that the acquisition discussed above will be consummated. The transaction is not expected to have a material impact on the financial condition or results of operations of the Company in 1998. IMPACT OF THE YEAR 2000 ISSUE The Company began assessing the impact of the Year 2000 issue on its computer hardware and software systems in 1995. Certain systems have been identified for replacement before year-end 1999 due to normal business requirements. The replacement systems will be reviewed or designed to ensure they are 30 Year 2000 compliant prior to implementation. Systems not identified for replacement are expected to be assessed and made Year 2000 compliant prior to year-end 1999 at a cost that is not expected to be material to the Company. Currently, management is conducting a review of all such systems. As of December 31, 1997, management had not identified any hardware or software computer system with a significant Year 2000 compliance problem that would be expected to have a materially adverse effect on its financial condition or results of operations. The Company has initiated a Year 2000 assessment of the Company's business operations and products that could potentially be affected by the Year 2000 problem. The purpose of this review is to determine what impact, if any, the Year 2000 issue may have on the Company and its significant customers, suppliers, and other constituents, and whether that impact will be material to the Company's financial condition or results of operations. The Company expects to contact certain customers, retrocessionnaires, reinsurance intermediaries, managing general agents, suppliers, and other constituents to determine the nature and extent of their Year 2000 compliance efforts and to assess whether their noncompliance would have a material adverse affect on the Company's financial condition or results of operations. Based on this assessment, management will establish a strategy responsive to any issues identified. The ability of the Company's customers, suppliers, and other constituents to achieve Year 2000 compliance, notwithstanding the Company's due diligence inquiries, presents inherent and unpredictable risks and uncertainties. The extent to which the Company's financial condition or results of operations may be materially affected by the Year 2000 problems of third parties depends on a variety of factors including, but not limited to, whether these third parties can achieve their own timely Year 2000 compliance objectives; whether their compliant systems remain compatible with the Company's systems; and the nature and extent to which the Company's systems may be affected by the third partys noncompliant systems. Unpredictable long-term failures of certain essential services including, but not limited to, the banking, securities, utility, telecommunications, and transportation industries, due to their own Year 2000 problems are generally beyond the Company's control and could have an adverse material impact on the Company's financial condition or results of operations. There is presently uncertainty as to whether Year 2000-related claims will have a material affect on the industrys financial condition or results of operations. Due to these uncertainties, the Company believes that no meaningful range of claims and claims expense liabilities beyond recorded reserves can be established. As these uncertainties are resolved, additional reserve provisions, which could be material in amount, may be necessary. All predictions regarding the impact of the Year 2000 issue on the Company and third parties and the attendant costs are inherently subject to risks and uncertainties. The Company cautions that the factors and assumptions described above, as well as unknown factors, may cause the Company's actual Year 2000 compliance costs, and the resultant impact on its business, operations, or financial condition to differ materially from those discussed above. REGULATORY INITIATIVES NAC Re and its domestic subsidiaries are subject to regulatory oversight under the insurance statutes and regulations of the jurisdictions in which they conduct business, including all states of the United States and Canada. NAC Res international subsidiary is subject to the regulatory authority of the United Kingdom 31 Management's Discussion and Analysis Department of Trade and Industry. The international subsidiarys Australian branch office is also subject to the Australian Insurance and Supervisory Commissions solvency and regulatory authority. These regulations vary from jurisdiction to jurisdiction and are generally designed to protect ceding insurance companies and policyholders by regulating the Company's financial integrity and solvency in its business transactions and operations. Many of the insurance statutes and regulations applicable to the Company relate to reporting and disclosure standards which allow insurance regulators to closely monitor the Company's performance. Typical required reports include information concerning the Company's capital structure, ownership, financial condition, and general business operations. In 1993, the National Association of Insurance Commissioners (the "NAIC"), by adopting a model risk-based capital act, intended to provide an additional tool for regulators to evaluate the capital of property and casualty insurers and reinsurers with respect to the risks assumed by them and determine whether there is a perceived need for corrective action. The nature of the corrective action depends upon the extent of the calculated risk-based capital deficiency and ranges from requiring the Company to submit a comprehensive plan to placing the insurer under regulatory control. While the model risk-based capital act has not yet been adopted in New York, NACs domicile, New York has issued a circular letter requiring the filing of risk-based capital reports by property and casualty insurers and reinsurers. The NAIC also adopted a proposal that requires property and casualty insurers and reinsurers to report the results of their risk-based capital calculations as part of the statutory annual statements filed with state regulatory authorities. Surplus (as calculated for statutory annual statement purposes) for each of the Company's domestic subsidiaries is well above the risk-based capital thresholds that would require either company or regulatory action. Various other legislative and regulatory initiatives have been proposed from time-to-time that could impact the property/casualty insurance industry. Congress is expected to consider bills targeting financial services modernization, tax reform, Superfund and product liability reform, and natural disaster protection. The NAIC continues to refine the risk-based capital formula for property/casualty insurers as well as adopt model legislation and regulations regarding insurer investments, accounting standards, and other regulatory matters. While the Company cannot quantify the impact of any of these legislative or regulatory measures on its operations, we believe the Company is adequately positioned to compete in an environment of more stringent regulation. To the extent that federal legislation, if passed, reduces litigation costs, it would be a favorable development for the Company. SAFE HARBOR DISCLOSURE FOR FORWARD-LOOKING STATEMENTS In connection with the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995 (the "Act"), the Company sets forth below cautionary statements identifying important factors that could cause the Company's actual results to differ materially from those which might be projected, forecasted, or estimated or otherwise implied in the Company's forward-looking statements, as defined in the Act, made by or on behalf of the Company in press releases, written statements or documents filed with the Securities and Exchange Commission, or in its communications and discussions with investors and analysts in the normal course of business through meetings, telephone calls and conference calls. Such statements may include, but are not limited to, projections of premium revenue, investment income, other revenue, losses, expenses, earnings (including earnings per share), cash flows, plans for future operations, common shareholders equity, financing needs, capital plans, dividends, plans relating to products or services of the Company, and estimates concerning the effects of litigation or other disputes, as well as assumptions for any of the foregoing and are generally expressed with words such as "believes," "estimates," "expects," "anticipates," "could have," "may have," and similar expressions. 32 Forward-looking statements are inherently subject to risks and uncertainties. The Company cautions that factors which may cause the Company's results to differ materially from such forward-looking statements include, but are not limited to, the following: (1) Changes in the level of competition in the reinsurance or primary insurance markets that adversely affect the volume or profitability of the Company's business. These changes include, but are not limited to, the intensification of price competition, the entry of new competitors, existing competitors exiting the market, and the development of new products by new and existing competitors; (2) Changes in the demand for reinsurance, including changes in ceding companies retentions, and changes in the demand for primary and excess and surplus lines insurance coverages; (3) The ability of the Company to execute its business strategies; (4) Changes in the frequency and severity of catastrophes which could significantly impact the Company's business in terms of net income, reinsurance costs, and cash flow; (5) Adverse development on claims and claims expense liabilities related to business written in prior years, including, but not limited to, evolving case law and its effect on environmental and other latent injury claims, changing government regulations, newly identified toxins, newly reported claims, inflation, new theories of liability, or new insurance and reinsurance contract interpretations; (6) Changes in the Company's retrocessional arrangements; (7) Lower than estimated retrocessional or reinsurance recoveries on unpaid losses, including, but not limited to, losses due to a decline in the creditworthiness of the Company's retrocessionnaires or reinsurers; (8) Increases in interest rates, which cause a reduction in the market value of the Company's interest rate sensitive investments, including, but not limited to, its fixed income investment portfolio, and its common shareholders equity and decreases in interest rates causing a reduction of income earned on new cash flow from operations and the reinvestment of the proceeds from sales, calls or maturities of existing investments; (9) Declines in the value of the Company's common equity investments and credit losses on the Company's investment portfolio; (10) Gains or losses related to foreign currency exchange rate fluctuations; and (11) Adverse results in litigation matters including, but not limited to, litigation related to environmental, asbestos, other potential mass tort claims, and claims related to the Year 2000. In addition to the factors outlined above that are directly related to the Company's business, the Company is also subject to general business risks, including, but not limited to, adverse state, federal or foreign legislation and regulation, adverse publicity or news coverage, changes in general economic factors, and the loss of key employees. 33 - ------------------------------------------------------------------------------- ELEVEN YEAR FINANCIAL SUMMARY
- ----------------------------------------------------------------------------------------------------------------------------------- In Thousands, except per share amounts 1997 1996 1995 1994 - ----------------------------------------------------------------------------------------------------------------------------------- INCOME STATEMENT DATA Gross premiums written .............................................. $ 723,868 $ 714,080 $ 677,938 $ 575,037 Net premiums written ................................................ 593,656 574,004 521,489 438,201 Premiums earned ..................................................... 574,647 526,342 491,785 395,731 Net investment income ............................................... 123,050 104,330 89,308 80,504 Net investment gains (losses) ....................................... 42,675 19,569 25,391 2,155 Total revenues ...................................................... 740,372 650,241 606,484 478,390 Operating costs and expenses ........................................ 617,542 561,205 527,663 436,100 Operating income .................................................... 95,677 70,520 62,824 35,612 Net income .......................................................... 95,677 70,520 62,824 35,612 Return on stockholders' equity (3)(4) ............................... 17.3% 13.8% 19.7% 9.5% - ----------------------------------------------------------------------------------------------------------------------------------- PER SHARE DATA (5) Basic: (6) Average shares outstanding ........................................ 18,378 18,855 17,709 17,603 Operating income .................................................. $ 5.21 $ 3.74 $ 3.55 $ 2.02 Net income ........................................................ 5.21 3.74 3.55 2.02 Diluted (assuming conversion of dilutive convertible securities): (6) Average shares outstanding ........................................ 20,809 21,115 20,115 19,915 Net income ........................................................ $ 4.77 $ 3.51 $ 3.30 $ 1.96 Cash dividends declared per share ................................... .285 .23 .19 .16 Stock prices: High ............................................................ 52.88 40.63 39.00 34.00 Low ............................................................. 33.25 28.50 28.25 24.00 Close ........................................................... 48.81 33.88 36.00 33.50 - ----------------------------------------------------------------------------------------------------------------------------------- BALANCE SHEET DATA Total assets (4)(7) ................................................. $2,984,865 $2,745,631 $2,462,131 $1,916,768 Cash and invested assets (4) ........................................ 2,348,034 1,983,902 1,863,526 1,414,527 Claims and claims expense reserves, gross (7) ....................... 1,603,972 1,513,345 1,292,415 1,086,170 Net of reinsurance recoverable .................................... 1,407,136 1,107,217 953,669 808,433 Long-term debt ...................................................... 299,942 299,934 299,927 200,000 Unrealized appreciation (depreciation) of investments, net of tax: (4) Fixed maturities ................................................ 43,607 14,526 27,102 (44,204) Equity securities ............................................... 11,393 17,174 8,085 (1,826) Total reported ................................................ 55,000 31,700 35,187 (46,030) Stockholders' equity (4) ............................................ 657,061 553,269 511,756 319,085 Stockholders' equity per share (4)(5) ............................... 35.89 30.06 26.65 18.23 - ----------------------------------------------------------------------------------------------------------------------------------- DOMESTIC STATUTORY DATA Statutory composite ratio ........................................... 103.1% 101.1% 103.1% 105.7% Statutory surplus ................................................... $ 702,222 $ 663,867 $ 615,433 $ 407,024 - -----------------------------------------------------------------------------------------------------------------------------------
(1) In 1992, the Company adopted SFAS No. 109, "Accounting for Income Taxes." The cumulative effect from prior years increased net income by $12.1 million or $.68 per share. (2) In 1988, the Company adopted the practice of discounting workers' compensation tabular case reserves. The cumulative effect from prior years increased net income by $1.9 million or $.12 per share. In addition, 1988 income tax expense included a charge for the utilization of an operating loss carry forward. The tax benefit of $1.2 million, or $.08 per share, resulting from such utilization was recorded as an extraordinary item. (3) Based on net income divided by stockholders' equity as reported at the beginning of each year. 34 - -------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------- 1993 1992(1) 1991 1990 1989 1988(2) 1987 CAGR* - ----------------------------------------------------------------------------------------------------------------------------------- $ 431,582 $ 366,292 $ 291,775 $ 261,099 $ 234,960 $ 206,761 $ 183,818 14.7% 336,941 268,023 233,044 217,106 193,323 171,430 154,510 14.4 306,379 250,533 229,358 215,085 190,657 161,978 137,376 15.4 76,632 65,590 58,743 51,930 45,475 35,640 25,341 17.1 19,095 9,081 5,533 (1,121) 3,236 142 878 47.5 402,106 325,204 293,634 265,894 239,368 197,760 163,595 16.3 352,609 321,598 251,916 236,464 209,883 177,830 151,945 15.1 42,351 10,386 34,816 24,961 25,626 17,732 11,113 24.0 42,351 22,443 34,816 24,961 25,626 20,827 11,113 24.0 13.7% 9.3% 17.2% 13.4% 15.8% 14.0% 8.1% -- - ----------------------------------------------------------------------------------------------------------------------------------- 17,895 17,789 15,403 15,630 15,623 15,762 16,304 -- $ 2.37 $ .58 $ 2.26 $ 1.60 $ 1.64 $ 1.12 $ .68 22.6 2.37 1.26 2.26 1.60 1.64 1.32 .68 22.6 20,440 18,330 18,232 18,318 18,285 18,215 16,304 -- $ 2.24 $ 1.23 $ 2.05 $ 1.51 $ 1.55 $ 1.29 $ .68 21.5 .16 .16 .14 .13 .10 -- -- -- 44.75 42.00 31.50 25.83 27.33 14.11 14.33 -- 28.00 21.75 19.33 17.00 13.78 8.22 7.78 -- 29.75 40.50 31.50 22.00 23.83 14.11 7.89 -- - ----------------------------------------------------------------------------------------------------------------------------------- $1,778,868 $1,596,209 $1,106,573 $ 988,809 $ 869,810 $ 705,832 $ 591,474 17.6 1,412,624 1,258,016 892,581 781,591 689,481 544,304 423,286 18.7 909,061 808,489 681,110 596,236 520,723 389,279 303,623 18.1 697,221 626,090 528,521 468,637 387,767 291,531 201,051 21.5 200,000 200,000 51,750 51,750 51,750 51,750 51,750 19.2 30,865 2,402 2,374 (2,588) -- -- -- -- 6,521 3,786 3,452 (2,958) (323) (158) -- -- 37,386 6,188 5,826 (5,546) (323) (158) -- -- 375,540 309,221 241,387 202,525 186,104 162,501 148,278 16.1 21.13 17.35 15.70 12.98 11.92 10.38 9.10 14.7 - ----------------------------------------------------------------------------------------------------------------------------------- 110.9% 126.9% 108.2% 108.2% 108.5% 106.8% 107.8% -- $ 406,163 $ 384,032 $ 230,041 $ 197,391 $ 189,018 $ 174,217 $ 163,233 15.7 - -----------------------------------------------------------------------------------------------------------------------------------
(4) The Company adopted SFAS No. 115 at December 31, 1993. As such, all of the Company's fixed maturities and equity securities were classified as "available for sale" and recorded at their fair values. The effect of adopting SFAS No. 115 was to record in stockholders' equity unrealized appreciation, net of deferred income taxes of $28.4 million, related to fixed maturities that were previously recorded at amortized cost. Retroactive application to prior periods is prohibited. (5) Stock price and per share figures have been restated to reflect the three-for-two stock splits effective in 1989 and 1991. (6) Prior year data restated per SFAS No. 128. See Note 1 of the Notes of Consolidated Financial Statements. (7) Reclassified to reflect the adoption of SFAS No. 113 in 1993, which requires reinsurance recoverables on claims and claims expenses (including IBNR) and unearned premiums to be reported as assets. * Compound annual growth rate. 35 - ------------------------------------------------------------------------------- CONSOLIDATED BALANCE SHEET
In Thousands - ------------------------------------------------------------------------------- December 31, ----------------------- 1997 1996 - ------------------------------------------------------------------------------- ASSETS Investments: Available for sale: Fixed maturities (amortized cost: 1997, $2,021,501; 1996, $1,681,190..................... $2,088,588 $1,703,537 Equity securities (cost: 1997, $124,999; 1996, $153,197).................................. 142,527 179,619 Short-term investments................................ 108,489 81,893 - ------------------------------------------------------------------------------- Total investments................................ 2,339,604 1,965,049 Cash.................................................. 8,430 18,853 Accrued investment income............................. 36,347 28,472 Premiums receivable................................... 227,569 200,036 Reinsurance recoverable balances, net................. 172,277 336,324 Reinsurance recoverable on unearned premiums.......... 31,297 20,320 Deferred policy acquisition costs..................... 92,709 85,211 Excess of cost over net assets acquired............... 3,276 3,644 Deferred tax asset, net............................... 42,646 30,390 Other assets.......................................... 30,710 57,332 - ------------------------------------------------------------------------------- Total assets..................................... $2,984,865 $2,745,631 - ------------------------------------------------------------------------------- LIABILITIES Claims and claims expenses............................ $1,603,972 $1,513,345 Unearned premiums..................................... 301,711 271,898 8% Notes due 1999..................................... 100,000 100,000 7.15% Notes due 2005.................................. 99,942 99,934 5.25% Convertible Subordinated Debentures due 2002.... 100,000 100,000 Investment accounts payable........................... 26,108 25,326 Revolving credit agreement............................ 12,924 12,924 Other liabilities..................................... 83,147 68,935 - ------------------------------------------------------------------------------- Total liabilities................................ 2,327,804 2,192,362 - ------------------------------------------------------------------------------- STOCKHOLDERS' EQUITY Preferred stock, $1.00 par value: 1,000 shares authorized, none issued (includes 90 shares of Series A Junior Participating Preferred Stock).............. -- -- Common stock, $.10 par value: 25,000 shares authorized (1997, 21,707; 1996, 21,464 shares issued)...................................... 2,171 2,146 Additional paid-in capital............................. 255,424 248,662 Unrealized appreciation of investments, net of tax..... 55,000 31,700 Currency translation adjustments, net of tax........... 5,989 8,377 Retained earnings...................................... 426,309 335,868 Treasury stock, at cost (1997, 3,398; 1996, 3,061 shares)........................................ (87,832) (73,484) - ------------------------------------------------------------------------------- Total stockholders' equity........................ 657,061 553,269 - ------------------------------------------------------------------------------- Total liabilities and stockholders' equity........$2,984,865 $2,745,631 - -------------------------------------------------------------------------------
See Notes to Consolidated Financial Statements. 36 - ------------------------------------------------------------------------------ CONSOLIDATED STATEMENT OF INCOME
In Thousands, except per share amounts - -------------------------------------------------------------------------------- Year ended December 31, ----------------------------------- 1997 1996 1995 - -------------------------------------------------------------------------------- Premiums and Other Revenues Net premiums written...................... $593,656 $574,004 $521,489 Increase in unearned premiums............. (19,009) (47,662) (29,704) - -------------------------------------------------------------------------------- Premiums earned........................... 574,647 526,342 491,785 Net investment income..................... 123,050 104,330 89,308 Net investment gains...................... 42,675 19,569 25,391 - -------------------------------------------------------------------------------- Total revenues....................... 740,372 650,241 606,484 - -------------------------------------------------------------------------------- Operating Costs and Expenses Claims and claims expenses................ 379,495 338,953 326,148 Commissions and brokerage................. 151,152 143,324 139,063 Other operating expenses.................. 65,160 56,606 46,804 Interest expense.......................... 21,735 22,322 15,648 - -------------------------------------------------------------------------------- Total operating cost and expenses.... 617,542 561,205 527,663 - -------------------------------------------------------------------------------- Income Operating income before income taxes...... 122,830 89,036 78,821 Federal and foreign income taxes: Current................................. 50,556 23,310 18,779 Deferred................................ (23,403) (4,794) (2,782) - -------------------------------------------------------------------------------- Income tax expense (benefit).............. 27,153 18,516 15,997 - -------------------------------------------------------------------------------- Operating income/net income............... $95,677 $70,520 $62,824 - -------------------------------------------------------------------------------- Per Share Data Basic:* Average shares outstanding.............. 18,378 18,855 17,709 Operating income/net income............. $5.21 $3.74 $3.55 - -------------------------------------------------------------------------------- Diluted (assuming conversion of dilutive convertible securities):* Average shares outstanding.............. 20,809 21,115 20,115 Operating income/net income............. $4.77 $3.51 $3.30 - -------------------------------------------------------------------------------- Cash dividends declared per share......... $.285 $.23 $.19 - --------------------------------------------------------------------------------
See Notes to Consolidated Financial Statements. * Prior year data restated per SFAS No. 128. 37 - ------------------------------------------------------------------------------- CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
In Thousands - ------------------------------------------------------------------------------------------- Year ended December 31, --------------------------------------------- 1997 1996 1995 - ------------------------------------------------------------------------------------------- Common Stock Balance at beginning of year $ 2,146 $ 2,134 $ 1,964 Issuance of shares 25 12 170 - ------------------------------------------------------------------------------------------- Balance at end of year 2,171 2,146 2,134 - ------------------------------------------------------------------------------------------- Additional Paid-Capital Balance at beginning of year 248,662 246,356 194,231 Issuance of shares 6,762 2,306 52,125 - ------------------------------------------------------------------------------------------- Balance at end of year 255,424 248,662 246,356 - ------------------------------------------------------------------------------------------- Unrealized Appreciation (Depreciation) of Investments, Net of Tax Balance at beginning of year 31,700 35,187 (46,030) Unrealized appreciation (depreciation) 23,300 (3,487) 81,217 - ------------------------------------------------------------------------------------------- Balance at end of year 55,000 31,700 35,187 - ------------------------------------------------------------------------------------------- Currency Translation Adjustments, Net of Tax Balance at beginning of year 8,377 1,017 1,059 Translation adjustments (2,388) 7,360 (42) - ------------------------------------------------------------------------------------------- Balance at end of year 5,989 8,377 1,017 - ------------------------------------------------------------------------------------------- Retained Earnings Balance at beginning of year 335,868 269,660 210,255 Net income 95,677 70,520 62,824 Dividends (5,236) (4,312) (3,419) - ------------------------------------------------------------------------------------------- Balance at end of year 426,309 335,868 269,660 - ------------------------------------------------------------------------------------------- Treasury Stock Balance at beginning of year (73,484) (42,598) (42,394) Purchase of treasury shares, net of reissuance (14,348) (30,886) (204) - ------------------------------------------------------------------------------------------- Balance at end of year (87,832) (73,484) (42,598) - ------------------------------------------------------------------------------------------- Total Stockholders' Equity Balance at beginning of year 553,269 511,756 319,085 Issuance of shares 6,787 2,318 52,295 Unrealized appreciation (depreciation) 23,300 (3,487) 81,217 Translation adjustments (2,388) 7,360 (42) Net income 95,677 70,520 62,824 Dividends (5,236) (4,312) (3,419) Purchase of treasury shares, net of reissuance (14,348) (30,886) (204) - -------------------------------------------------------------------------------------------- Balance at end of year $657,061 $553,269 $511,756 - --------------------------------------------------------------------------------------------
See Notes to Consolidated Financial Statements. 38 - ------------------------------------------------------------------------------- CONSOLIDATED STATEMENT OF CASH FLOWS
In Thousands - ------------------------------------------------------------------------------------------------------------------ Year ended December 31, --------------------------------- 1997 1996 1995 - ------------------------------------------------------------------------------------------------------------------ Operating Activities Net income................................................................... $ 95,677 $ 70,520 $ 62,824 Adjustments to reconcile net income to net cash provided by operating activities: Reserve for claims and claims expenses, net.............................. 300,609 147,927 145,404 Unearned premiums, net................................................... 19,025 47,703 29,584 Premiums receivable...................................................... (27,692) (43,512) (34,415) Accrued investment income................................................ (7,903) (1,266) (6,916) Reinsurance balances, net................................................ (33,637) (18,063) 6,976 Deferred policy acquisition costs........................................ (7,522) (14,518) (10,523) Net investment gains..................................................... (42,678) (19,577) (25,386) Deferred tax asset, net.................................................. (24,499) (4,980) (2,781) Other liabilities........................................................ 12,937 6,447 950 Other items, net......................................................... 30,055 (4,564) 8,194 - ------------------------------------------------------------------------------------------------------------------ Net Cash Provided By Operating Activities...................................... 314,372 166,117 173,911 - ------------------------------------------------------------------------------------------------------------------ Investing Activities Sales of fixed maturity investments........................................ 1,469,950 1,336,125 1,479,415 Maturities of fixed maturity investments................................... 31,680 31,094 31,099 Purchases of fixed maturity investments.................................... (1,839,020) (1,508,258) (1,849,492) Net (purchases) sales of short-term investments............................ (27,212) 53,646 3,072 Sales of equity securities................................................. 154,196 79,569 101,918 Purchases of equity securities............................................. (94,681) (104,917) (84,910) Purchases of furniture and equipment....................................... (5,634) (6,775) (2,365) - ------------------------------------------------------------------------------------------------------------------ Net Cash Used By Investing Activities.......................................... (310,721) (119,516) (321,263) - ------------------------------------------------------------------------------------------------------------------ Financing Activities Issuance of shares......................................................... 5,864 1,951 52,056 Net proceeds from issuance of 7.15% Notes.................................. -- -- 99,214 Purchase of treasury shares, net of reissuance............................. (14,348) (30,886) (204) Cash dividends paid to stockholders........................................ (4,968) (4,163) (3,260) Borrowings under revolving credit agreement................................ -- 8,162 -- Repayments under revolving credit agreement............................... -- (13,000) -- - ------------------------------------------------------------------------------------------------------------------ Net Cash (Used) Provided By Financing Activities............................... (13,452) (37,936) 147,806 - ------------------------------------------------------------------------------------------------------------------ Effects of exchange rate changes on cash....................................... (622) (132) 242 - ------------------------------------------------------------------------------------------------------------------ (Decrease) increase in cash.................................................... (10,423) 8,533 696 Cash -- beginning of year...................................................... 18,853 10,320 9,624 - ------------------------------------------------------------------------------------------------------------------ Cash -- end of year............................................................ $ 8,430 $ 18,853 $ 10,320 - ------------------------------------------------------------------------------------------------------------------
See Notes to Consolidated Financial Statements. 39 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION The consolidated financial statements have been prepared on the basis of generally accepted accounting principles ("GAAP") and include the accounts of NAC Re Corp. ("NAC Re") and its insurance and reinsurance subsidiaries NAC Reinsurance Corporation ("NAC"), Greenwich Insurance Company, Indian Harbor Insurance Company and NAC Re International Holdings Limited and its subsidiaries. NAC Re and its subsidiaries are collectively referred to herein as the Company. All intercompany transactions and balances have been eliminated in consolidation. The preparation of the financial statements in conformity with GAAP requires the use of estimates and assumptions that affect amounts reported in the financial statements and the accompanying notes. Actual results could differ from such estimates. PREMIUM REVENUES AND RELATED EXPENSES Property/casualty premiums are recognized as income over the terms of the related reinsurance contracts and policies. Unearned premium reserves represent the portion of premiums written that relate to the unexpired terms of contracts and policies in force. Such reserves are computed by pro rata methods based on statistical data or reports received from ceding companies. Certain of the Company's assumed and retrocession agreements include provisions that adjust premium payments based upon the experience under the contracts. Premiums are recorded based upon the expected ultimate experience under the agreements. Acquisition costs, consisting principally of commissions and brokerage expenses incurred at the time a contract or policy is issued, are deferred and amortized over the period in which the related premiums are earned. Deferred policy acquisition costs are limited to their estimated realizable value based on the related unearned premiums and take into account anticipated claims and claims expenses, based on historical and current experience, and anticipated investment income. INVESTMENTS Fixed maturities, which include bonds, notes and redeemable preferred stocks and equity securities, including common and non-redeemable preferred stocks have been categorized as "available for sale" and recorded at their fair value. The fair value of fixed maturities and equity securities is estimated using quoted market prices or dealer quotes. Short-term investments, which have an original maturity of one year or less, are carried at cost, which approximates fair value. The Company categorizes all of its fixed maturities and equity securities as available for sale in order to provide the Company the flexibility to respond to various factors, including changes in market conditions and tax planning considerations. Unrealized appreciation or depreciation of the securities available for sale, net of applicable deferred income taxes, is excluded from income, and recorded as a separate component of stockholders equity. Realized investment gains or losses on the sale or maturity of investments are determined by the specific identification method. Net investment income, consisting of dividends and interest, net of investment expenses, is recognized when earned. The amortization of premium and accretion of discount for fixed maturities is computed utilizing the interest method. The effective yield utilized in the interest method is adjusted when sufficient information exists to estimate the probability and timing of prepayments. 40 CLAIMS AND CLAIMS EXPENSES The reserves for claims and claims expenses are based on the Company's analysis of reports and individual case estimates received from ceding companies. An amount is included for claims and claims expenses incurred but not reported on the basis of past experience of the Company and the reinsurance industry. These estimates are reviewed regularly and, as claims develop and new information becomes known, the reserves are adjusted as necessary. Such adjustments, if any, are reflected in results of operations in the period in which they become known and are accounted for as changes in estimates. Reserves are generally recorded without consideration of potential salvage or subrogation recoveries which are estimated to be immaterial; such recoveries, when realized, are reflected as a reduction of claims incurred. Certain workers compensation case reserves are considered fixed and determinable and are subject to tabular reserving. Such tabular reserves are discounted using an interest rate of 7%. INCOME TAXES The Company utilizes the liability method of accounting for income taxes. Under the liability method, deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is established for any portion of a deferred tax asset that management believes will not be realized. STOCK PLANS The Company accounts for stock compensation plans in accordance with Accounting Principals Board ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees." Accordingly, compensation expense for stock option grants and stock appreciation rights ("SARs") is recognized to the extent that the fair value of the stock exceeds the exercise price of the option at the measurement date. PER SHARE DATA In 1997, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings per Share." This Statement replaced the historical presentation of primary and fully diluted earnings per share with basic and diluted earnings per share. Basic earnings per share is based on weighted average common shares and excludes any dilutive effects of options and convertible securities. Diluted earnings per share assumes the conversion of dilutive convertible securities and the exercise of all dilutive stock options. All earnings per share amounts for all periods have been presented, and where appropriate, restated to conform to the Statement No. 128 requirements. See Note 12 for information with respect to the computation of earnings per share. FURNITURE, EQUIPMENT AND LEASEHOLD IMPROVEMENTS The costs of furniture and equipment are charged against income over their estimated service lives. Leasehold improvements are amortized over the remaining terms of the office leases. Depreciation and amortization are computed using the straight-line method. Maintenance and repairs are charged to expense as incurred. Depreciation and amortization expense was approximately $3.5 million, $3.0 million and $2.2 million for the years ended December 31, 1997, 1996 and 1995, respectively. 41 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOREIGN EXCHANGE The assets and liabilities of foreign operations are translated at the rate of exchange in effect at the balance sheet date. Revenues and expenses of foreign operations are translated at the average exchange rates during the year. The effect of the translation adjustments for foreign operations is recorded as a cumulative translation adjustment in a separate component of stockholders equity, net of applicable deferred income taxes. Foreign currency transaction gains and losses are included in net income and are not material. COST IN EXCESS OF NET ASSETS ACQUIRED The excess of cost over net assets acquired is amortized on a straight-line basis over a period of twenty years. Amortization charged to operating expenses was approximately $368,000 for each of the years ended December 31, 1997, 1996 and 1995. 2. ACCOUNTING PRONOUNCEMENTS In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive Income," which is effective for years beginning after December 15, 1997. Statement No. 130 requires that a company classify items that meet the definition of components of other comprehensive income in a financial statement and display the accumulated balance of other comprehensive income in the equity section of the statement of financial position. Comprehensive income includes all changes in equity during a period resulting from transactions and other events from nonowner sources. Reclassification of prior period financial statements is required for comparative purposes. The Company will apply the provisions of this Statement beginning in the first quarter of 1998. If the Company adopted Statement No. 130 for the year ended December 31, 1997, comprehensive income would be as follows:
IN THOUSANDS ------------------------ YEAR ENDED DECEMBER 31, ------------------------ 1997 1996 ----------- ----------- Net income........................................................................ $ 95,677 $ 70,520 Change in unrealized appreciation (depreciation), net of tax...................... 23,300 (3,487) Change in foreign currency translation adjustments, net of tax.................... (2,388) 7,360 ----------- ----------- Comprehensive income.............................................................. $ 116,589 $ 74,393 ----------- ----------- ----------- -----------
Accumulated other comprehensive income for the Company would include unrealized appreciation or depreciation of investments, net of tax, and foreign currency translation adjustments, net of tax, and would total $61 million at December 31, 1997. Also in June 1997, the FASB issued SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information," which is effective for years beginning after December 15, 1997. Statement No. 131 establishes standards for the way that companies report information about operating segments in annual financial statements and requires that those companies report selected information about operating segments in interim financial reports. It also establishes standards for related disclosures about products and services, geographic areas, and major customers. The Company plans to adopt the Statement in the 42 1998 annual financial statements. The Company has not completed its analysis of all matters associated with the implementation, but the effect of adopting this Statement will not be material to the Company's financial position. 3. INVESTMENT INFORMATION INVESTMENT INCOME The components of net investment income were as follows:
IN THOUSANDS --------------------------------- YEAR ENDED DECEMBER 31, --------------------------------- 1997 1996 1995 ---------- ---------- --------- Fixed maturities............................................................... $ 112,738 $ 97,048 $ 81,485 Equity securities.............................................................. 6,373 5,228 4,371 Cash and short-term investments................................................ 7,110 7,271 8,341 ---------- ---------- --------- Gross investment income........................................................ 126,221 109,547 94,197 Interest (benefit) expense..................................................... (1,646) 472 685 Investment expenses............................................................ 4,817 4,745 4,204 ---------- ---------- --------- Net investment income.......................................................... $ 123,050 $ 104,330 $ 89,308 ---------- ---------- --------- ---------- ---------- ---------
Investment Gains (Losses) Realized and unrealized investment gains (losses) were as follows:
IN THOUSANDS ------------------------------- YEAR ENDED DECEMBER 31, ------------------------------- Net realized investment gains: 1997 1996 1995 - --------------------------------------------------------------------------------- --------- --------- --------- Fixed maturities............................................................... $ 10,345 $ 7,243 $ 17,868 Equity securities.............................................................. 32,330 12,326 7,523 --------- --------- --------- Subtotal....................................................................... 42,675 19,569 25,391 Tax expense.................................................................... 14,682 6,861 8,422 --------- --------- --------- Net realized investment gains, net of tax...................................... $ 27,993 $ 12,708 $ 16,969 --------- --------- --------- --------- --------- --------- Change in unrealized appreciation (depreciation) of investments: Fixed maturities............................................................... $ 44,742 $(19,348) $ 85,899 Equity securities.............................................................. (8,894) 13,983 14,265 --------- --------- --------- Subtotal....................................................................... 35,848 (5,365) 100,164 Increase (decrease) in deferred income tax liability........................... 12,548 (1,878) 18,947 --------- --------- --------- Net change reflected in stockholders equity.................................... $ 23,300 $(3,487) $ 81,217 --------- --------- --------- --------- --------- ---------
43 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following tables reconcile amortized cost to the estimated fair value (which equals carrying value) of fixed maturity securities and equity securities.
IN THOUSANDS --------------------------------------------------- DECEMBER 31, 1997 --------------------------------------------------- GROSS GROSS AMORTIZED UNREALIZED UNREALIZED FAIR COST GAINS LOSSES VALUE ------------ ----------- ------------ ---------- Available for Sale: U.S. Treasury.............................................. $ 13,957 $ 550 -- $ 14,507 Tax-exempt................................................. 1,200,314 51,892 $(1,233) 1,250,973 Foreign Government......................................... 166,899 5,624 (202) 172,321 Corporate.................................................. 419,715 8,826 (2,684) 425,857 Mortgage-backed............................................ 212,434 4,686 (275) 216,845 Subordinated convertibles.................................. 8,182 434 (531) 8,085 ------------ ----------- ------------ ---------- Total fixed maturities..................................... 2,021,501 72,012 (4,925) 2,088,588 Equity securities.......................................... 124,999 19,122 (1,594) 142,527 ------------ ----------- ------------ ---------- Total...................................................... $ 2,146,500 $ 91,134 $(6,519) $2,231,115 ------------ ----------- ------------ ---------- ------------ ----------- ------------ ----------
IN THOUSANDS --------------------------------------------------- DECEMBER 31, 1996 --------------------------------------------------- GROSS GROSS AMORTIZED UNREALIZED UNREALIZED FAIR COST GAINS LOSSES VALUE ------------ ----------- ------------ ---------- Available for Sale: U.S. Treasury.............................................. $ 71,354 $431 $(1,177) $70,608 Tax-exempt................................................. 828,501 21,853 (1,964) 848,390 Foreign Government......................................... 160,490 2,452 (954) 161,988 Corporate.................................................. 377,294 4,456 (4,924) 376,826 Mortgage-backed............................................ 191,467 734 (2,453) 189,748 Subordinated convertibles.................................. 52,084 5,030 (1,137) 55,977 ------------ ----------- ------------ ---------- Total fixed maturities..................................... 1,681,190 34,956 (12,609) 1,703,537 Equity securities.......................................... 153,197 29,918 (3,496) 179,619 ------------ ----------- ------------ ---------- Total...................................................... $ 1,834,387 $ 64,874 $(16,105) $1,883,156 ------------ ----------- ------------ ---------- ------------ ----------- ------------ ----------
44 Contractual maturities of fixed maturity securities are shown below. Expected maturities, which are best estimates, will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
IN THOUSANDS -------------------------- DECEMBER 31, 1997 -------------------------- AMORTIZED FAIR COST VALUE ------------ ------------ Available for Sale: Due in one year or less............................................................. $ 6,136 $ 6,239 Due after one year through five years............................................... 274,723 281,087 Due after five years through ten years.............................................. 799,247 826,608 Due after ten years................................................................. 728,961 757,809 ------------ ------------ Subtotal............................................................................ 1,809,067 1,871,743 Mortage-backed securities........................................................... 212,434 216,845 ------------ ------------ Total............................................................................... $ 2,021,501 $ 2,088,588 ------------ ------------
The weighted average contractual and expected maturities, based on fair value, of the fixed maturity investments excluding convertible securities, as of December 31, 1997 were 11.4 years and 7.9 years, respectively. Proceeds from the sales of fixed maturity securities during 1997, 1996 and 1995 were $1,470.0 million, $1,336.1 million and $1,479.4 million, respectively. Gross gains of $20.7 million, $16.3 million and $25.3 million were realized on those sales during 1997, 1996 and 1995, respectively. Gross losses of $10.3 million, $9.1 million and $7.4 million were realized during 1997, 1996 and 1995, respectively. Approximately 94% of all fixed maturity investments held at December 31, 1997, were considered investment grade by Standard and Poors or Moodys Investor Services, Inc. Securities on Deposit Securities with a face amount of $68.6 million at December 31, 1997, were on deposit with various state or governmental insurance departments in order to comply with insurance laws. Assets Held in Escrow Included in NAC Res cash and invested assets at December 31, 1997 is approximately $23.8 million of assets held in a "holding company" escrow account arising from a tax allocation agreement between NAC Re and its domestic subsidiaries. The agreement provides that each subsidiary must remit to NAC Re its tax liability based upon its separate return. The excess of the taxes paid by the subsidiaries to NAC Re over the consolidated groups tax liability are restricted for current operating use, but may become available for unrestricted use two years following the filing of the consolidated tax return that generated the asset. Approximately $9 million of the escrow balance will become available for use in 1998. 45 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 4. CLAIMS AND CLAIMS EXPENSES The following table represents an analysis of paid and unpaid claims and claims expenses and a reconciliation of beginning and ending reserve balances for the years indicated.
IN THOUSANDS YEAR ENDED DECEMBER 31, ---------------------------------------- 1997 1996 1995 ------------ ------------ ------------ Reserves for claims and claims expenses, at beginning of year........... $ 1,513,345 $ 1,292,415 $ 1,086,170 Reinsurance recoverables, at beginning of year.......................... 406,128 338,746 277,737 Reserves for claims and claims expenses, net of reinsurance recoverables, at beginning of year.................................... 1,107,217 953,669 808,433 ------------ ------------ ------------ ------------ ------------ ------------ Provision for claims and claims expenses, net of reinsurance, occurring in the current year................................................... 418,091 372,294 345,783 Decrease in estimated claims and claims expenses, net of reinsurance, occurring in prior years.............................................. (38,596) (33,341) (19,635) ------------ ------------ ------------ Total incurred claims and claims expenses, net of reinsurance........... 379,495 338,953 326,148 ------------ ------------ ------------ ------------ ------------ ------------ Less payments for claims and claims expenses, net of reinsurance, occurring during: The current year...................................................... 52,370 44,025 40,123 Prior years........................................................... 26,548 146,399 140,263 ------------ ------------ ------------ Total............................................................... 78,918 190,424 180,386 ------------ ------------ ------------ ------------ ------------ ------------ Effects of exchange rate changes on reserves............................ (658) 5,019 (526) ------------ ------------ ------------ Reserves for claims and claims expenses, net of reinsurance recoverables, at end of year.......................................... 1,407,136 1,107,217 953,669 Reinsurance recoverables, at end of year................................ 196,836 406,128 338,746 ------------ ------------ ------------ Reserves for claims and claims expenses, at end of year................. $ 1,603,972 $ 1,513,345 $ 1,292,415 ------------ ------------ ------------ ------------ ------------ ------------
Estimates of claims and claims expenses are based in part on a prediction of future events, estimates of future trends in claims severity and frequency and other variable factors. The Company's ability to predict future trends based upon its own historical claims experience is inherently difficult because of its substantial growth in premiums since 1985. Therefore, the Company has supplemented its historical claims experience to a certain extent with claims experience derived from external sources, such as reinsurance industry data, for purposes of evaluating future trends and providing an estimate of ultimate claims costs. As the Company's book of business continues to mature, its own historical claims experience achieves greater credibility and enhances its ability to evaluate future trends. Accordingly, the Company believes its reserving process improves as additional claims experience emerges. 46 Claims and claims expenses reflect favorable claims development from prior years. Net favorable claims development for business written since 1986 continued to emerge during 1997, 1996 and 1995. This favorable development is affected by several factors, some of which are interdependent. A principal factor is the strength of the actuarial assumptions underlying the business written, particularly with respect to the consideration given to social and economic inflation. These actuarial assumptions are utilized to establish the expected loss ratio employed in the actuarial methodologies used to establish the reserves for claims and claims expenses. Such loss ratios are periodically adjusted to reflect comparisons of actuarially computed expected to actual claims and claims expense development, inflation and other considerations. This favorable development has offset certain unfavorable development for business written prior to 1986, principally related to asbestos and environmental claims. The Company's incurred claims and claims expenses include a provision of $3.7 million, $1.2 million and $1.4 million in 1997, 1996 and 1995, respectively, for estimates of actual and potential non-recoveries from retrocessionnaires. Included in claims and claims expense reserves at December 31, 1997, 1996 and 1995 is a reserve for potential non-recoveries from retrocessionnaires of $13.8 million, $12.7 million and $10.7 million, respectively. Such charges for non-recoveries relate principally to retrocessional contracts for business written prior to 1986. See Note 6--Retrocession Agreements. Except for certain workers compensation case reserves, the Company does not discount its claims and claims expense reserves. The Company utilizes tabular reserving for workers compensation case reserves that are considered fixed and determinable and discounts such reserves using an interest rate of 7% for financial statements prepared in accordance with GAAP and a 5% interest rate for statutory accounting purposes. The tabular reserving methology results in applying a uniform and consistent criteria for establishing expected future indemnity and medical payments (including an explicit factor for inflation) and the use of mortality tables to determine expected payment periods. Tabular reserves, net of reinsurance, reflected in the GAAP financial statements for the years ending December 31, 1997, 1996 and 1995 were $42.4 million, $35.8 million and $29 million, respectively. The related discounted case reserves, net of reinsurance, were $16.1 million, $15 million and $10.6 million as of December 31, 1997, 1996 and 1995, respectively. Asbestos and Environmental Related Claims The Company's reserving process includes a continuing evaluation of the potential impact on claims liabilities from exposure to asbestos and environmental claims, including related loss adjustment expenses. Liabilities are established to cover both known and incurred but not reported claims. 47 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS A reconciliation of the beginning and ending reserves related to asbestos and environmental exposure claims for the years indicated is as follows:
IN THOUSANDS YEAR ENDED DECEMBER 31, ------------------------------- 1997 1996 1995 --------- --------- --------- Reserves for claims and claims expenses, net of reinsurance recoverables, at beginning of year.............................................................. $ 28,500 $ 22,029 $ 19,849 Provisions for claims and claims expenses, net of reinsurance.................... 8,067 10,683 6,989 Less payments for claims and claims expenses, net of reinsurance................. 3,800 4,212 4,809 --------- --------- --------- Reserves for claims and claims expenses, net of reinsurance recoverables, at end of year........................................................................ 32,767 28,500 22,029 Reinsurance recoverables, at end of year......................................... 37,905 32,584 35,135 --------- --------- --------- Reserves for claims and claims expenses, gross of reinsurance recoverables, at year end....................................................................... $ 70,672 $ 61,084 $ 57,164 --------- --------- --------- --------- --------- ---------
Incurred but not reported claims and claims expense reserves (IBNR), net of reinsurance, included in the above table totaled $16.6 million in 1997, $13.4 million in 1996 and $10.3 million in 1995. Ceded liabilities reflect amounts expected to be recoverable from retrocessionnaires, after reduction for potential uncollectible amounts. As of December 31, 1997 and 1996, the Company had approximately 380 and 300 open claim files, respectively, for potential asbestos exposures and 840 and 800 open claim files, respectively, for potential environmental exposures. Approximately 49% and 53% of the total open claim files for 1997 and 1996, respectively, are due to precautionary claim notices. Precautionary claim notices are submitted by the ceding company in order to preserve their right to receive coverage under the reinsurance contract. Such notices do not contain an incurred loss amount to the Company. The Company actively evaluates potential exposure to asbestos and environmental claims and records claims and claims expense reserves as appropriate. The Company believes it has made a reasonable provision for its asbestos and environmental exposures and is unaware of any specific issues which would materially affect its claims and claims expense estimate. The estimation of claims and claims expense liabilities for asbestos and environmental exposures is subject to a much greater uncertainty than is normally associated with the establishment of liabilities for certain other exposures due to several factors, including: i) uncertain legal interpretation and application of insurance and reinsurance coverage and liability; ii) the lack of reliability of available historical claims data as an indicator of future claims development; iii) an uncertain political climate which may impact, among other areas, the nature and amount of costs for remediating waste sites; and iv) the potential of insurers and policyholders to reach agreements in order to avoid further significant legal costs. Due to the potential significance of these uncertainties, the Company believes that no meaningful range of claims and claims expense liabilities beyond recorded reserves can be established. As these uncertainties are resolved, additional reserve provisions, which could be material in amount, may be necessary. 48 5. INCOME TAXES The provision for federal income taxes has been determined on the basis of a consolidated tax return consisting of NAC Re and its subsidiaries. The income tax provision in the consolidated statement of income gives effect to permanent differences between financial and taxable income. Due to the contribution of tax-exempt income and other factors as noted below, the Company's effective income tax rate is less than the statutory rate on operating income. An analysis of the Company's effective tax rate is as follows:
IN THOUSANDS YEAR ENDED DECEMBER 31, --------------------------------------------------- 1997 1996 1995 --------------- --------------- --------------- % OF % OF % OF PRETAX PRETAX PRETAX AMOUNT INCOME AMOUNT INCOME AMOUNT INCOME ------- ------ ------- ------ ------- ------ Income taxes computed on pretax operating income................. $42,991 35% $31,163 35% $27,587 35% (Reduction) increase in taxes resulting from: Tax-exempt investment income................................. (16,680) (14) (12,272) (14) (10,150) (13) Dividend received deduction.................................. (1,219) (1) (895) (1) (822) (1) Other, net................................................... 2,061 2 520 1 (618) (1) ------- ------ ------- ------ ------- ------ Tax expense on operating income.................................. $27,153 22% $18,516 21% $15,997 20% ------- ------ ------- ------ ------- ------
Significant components of the provision for income taxes attributable to operations were as follows:
IN THOUSANDS YEAR ENDED DECEMBER 31, ------------------------------- 1997 1996 1995 --------- --------- --------- Current expense: Federal...................................................................... $ 43,754 $ 19,879 $ 17,809 Foreign...................................................................... 6,802 3,431 970 --------- --------- --------- Total current expense............................................................ 50,556 23,310 18,779 --------- --------- --------- --------- --------- --------- Deferred (benefit) expense: Federal...................................................................... (23,205) (4,845) (3,245) Foreign...................................................................... (198) 51 463 --------- --------- --------- Total deferred benefit........................................................... (23,403) (4,794) (2,782) --------- --------- --------- --------- --------- --------- Total tax expense................................................................ $ 27,153 $ 18,516 $ 15,997 --------- --------- ---------
The Company's current federal tax expense for the years 1997, 1996 and 1995 was based on regular taxable income. Federal and foreign taxes paid in the years 1997, 1996 and 1995 were $35 million, $22 million and $19 million, respectively. 49 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Significant components of the Company's deferred tax assets and liabilities as of December 31, 1997 and 1996 were as follows:
IN THOUSANDS -------------------- DECEMBER 31, -------------------- 1997 1996 --------- --------- Deferred tax asset: Net claims reserve discount............................................. $ 87,704 $ 62,629 Net unearned premiums................................................... 18,854 17,524 Compensation liabilities................................................ 6,195 4,756 Other................................................................... 2,631 2,129 --------- --------- Deferred tax asset........................................................ 115,384 87,038 --------- --------- Deferred tax liability: Deferred policy acquisition costs....................................... 32,375 29,766 Unrealized appreciation of investments.................................. 29,616 17,068 Currency translation adjustments........................................ 3,225 4,511 Other................................................................... 7,522 5,303 --------- --------- Deferred tax liability.................................................... 72,738 56,648 --------- --------- Net deferred tax asset.................................................... $ 42,646 $ 30,390 --------- ---------
Stockholders equity at December 31, 1997 and 1996 reflects tax benefits of $4.5 million and $3.1 million, respectively, related to compensation expense deductions for stock options exercised. As a result of the merger of its previously existing parent into NAC Re in January 1987, $12 million of tax loss carryforwards are currently available for use to offset future taxable income of NAC Re under the separate return limitation year rules, with the following expiration dates: $1.8 million expiring in 1998, $6.2 million expiring in 1999, $3.9 million expiring in 2000 and $.1 million expiring in 2001. A deferred tax asset was not recorded for these loss carryforwards, as the Company does not expect to utilize these carryforwards in future years. 6. RETROCESSION AGREEMENTS The Company utilizes retrocession agreements principally to increase aggregate premium capacity and to reduce the risk of loss on reinsurance underwritten. In addition, the Company maintains catastrophe reinsurance programs for the purpose of limiting its exposure with respect to multiple claims arising from a single occurrence or event. The Company's retrocession agreements provide for recovery of a portion of claims and claims expenses from retrocessionnaires. Reinsurance recoverables are recorded as assets, predicated on the retrocessionnaires ability to meet their obligations under the retrocession agreements. If the retrocessionnaires are unable to satisfy their obligation under the agreements, the Company would be liable for such defaulted amounts. 50 The effect of retrocessional activity on premiums written and earned is set forth below:
IN THOUSANDS -------------------------------------------------------------------------------- PREMIUMS WRITTEN PREMIUMS EARNED -------------------------------------- ---------------------------------------- YEAR ENDED DECEMBER 31, YEAR ENDED DECEMBER 31, -------------------------------------- ---------------------------------------- 1997 1996 1995 1997 1996 1995 ----------- ------------ ------------ ------------ ------------ ------------ Direct.............................. $ 120,483 $ 72,810 $ 70,183 $ 88,622 $ 65,667 $ 58,475 Assumed............................. 603,385 641,270 607,755 604,512 608,542 583,764 Ceded............................... (130,212) (140,076) (156,449) (118,487) (147,867) (150,454) ----------- ------------ ------------ ------------ ------------ ------------ Net................................. $ 593,656 $ 574,004 $ 521,489 $ 574,647 $ 526,342 $ 491,785
The Company recorded ceded claims and claims expenses incurred of $51 million, $123.2 million and $120.4 million for the years ended December 31, 1997, 1996 and 1995, respectively. The decrease from 1996 is due to the terminations of two retrocessional programs discussed later in this Note. The Company's balance sheet as of December 31, 1997 and 1996 reflects reinsurance recoverables as assets, net of available offsets, as follows:
IN THOUSANDS ------------------------ DECEMBER 31, ------------------------ 1997 1996 ---------- ---------- Reinsurance recoverable balances: Paid claims............................................................................. $ 10,646 $ 15,457 Unpaid claims and claims expenses....................................................... 196,836 406,128 Ceded balances payable.................................................................. (34,305) (38,205) Funds held liability.................................................................... (900) (47,056) ----------- ----------- Reinsurance recoverable balances, net..................................................... $ 172,277 $ 336,324 ----------- ----------- Reinsurance recoverable on unearned premiums.............................................. $ 31,297 $ 20,320 ----------- -----------
The Company is the beneficiary of letters of credit, trust accounts and funds withheld in the aggregate amount of $68 million at December 31, 1997, collateralizing reinsurance recoverables with respect to certain retrocessionnaires. In recognition of the Company's strong surplus position and financial capacity, and the continued positive contribution of business written since 1986, the Company terminated two retrocessional programs effective January 1, 1997. The Company received total consideration of approximately $225 million, representing reinsurance recoverable balances for unpaid claims and claims expenses of approximately the same amount. As a result, at December 31, 1997, the Company's reinsurance recoverables, exclusive of available offsets in the form of letters of credit, trust accounts and funds withheld, were $238.8 million, with approximately 165 domestic and 147 foreign retrocessionnaires. The Company had no amounts recoverable from a single entity or group of entities that exceeded 5% of stockholders equity as of December 31, 1997. 51 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Company's maximum retention on any one claim for non-catastrophe property/casualty losses for 1998 and 1997 is generally $5 million ($10 million in certain limited circumstances), compared to $7.5 million for 1996. The Company's maximum retention for surety losses for 1998 and 1997 is $4 million per principal, compared to $12.5 million per principal for 1996. Further, the Company's retention level for property catastrophe claims in 1998 remains the same as 1997 at $5 million per event compared to $15 million for 1996. For 1998, the Company has obtained $97 million of catastrophe protection ($65 million with respect to claims outside the U.S. and Canada). If claims within the U.S. and Canada exceed $60 million, the agreements provide an increase to the Company's net retention of up to an additional $3 million. 7. LEASE AGREEMENTS The Company leases office space under noncancellable, and in most instances renewable, operating leases. As a result of a recent extension, these leases expire at various dates through 2016. The following is a schedule of future minimum rental payments, exclusive of escalation clauses and rental income, as of December 31, 1997:
YEAR IN THOUSANDS -------------------------------------------------------------------------------- ------------- 1998............................................................................ $ 4,152 1999............................................................................ 4,067 2000............................................................................ 3,894 2001............................................................................ 3,059 2002 and thereafter............................................................. 25,730 -------------- Total........................................................................... $ 40,902 --------------
Rental expense, net of sublease rental income, was approximately $4.4 million for 1997, $3.9 million for 1996 and $3.5 million for 1995. 8. LONG-TERM DEBT AND FINANCING ARRANGEMENTS The Company's $100 million of 7.15% Senior Notes due November 15, 2005, were issued in November 1995 through a public offering at a price of $99.9 million. The expenses incurred in the offering of approximately $.8 million were deferred and are being amortized over the life of the Notes. Interest and amortization costs were $7.2 million for 1997 and 1996 and $.8 million for 1995. The fair value of the Notes, estimated based on quoted market prices, was approximately $102.3 million as of December 31, 1997. The Company contributed the net proceeds of $99.1 million to NAC in 1995. The Company's $100 million of 5.25% Convertible Subordinated Debentures due December 15, 2002, were issued in December 1992 through a private offering. The Debentures are callable as of January 15, 1996 and are convertible into approximately 2 million shares of the Company's Common Stock at a conversion price of $49.50 per share. The expenses incurred in the offering of approximately $1.4 million were deferred and are being amortized over the life of the Debentures. Interest and amortization costs were $5.4 million annually for 1997, 1996 and 1995. The fair value of the Debentures, estimated based on quoted market prices, was approximately $106.5 million as of December 31, 1997. The Company contributed $85 million of the net proceeds of the offering to NAC in 1992. 52 The Company's $100 million of 8% Senior Notes due June 15, 1999 were issued in June 1992 through a public offering. The expenses incurred in the offering of approximately $.8 million were deferred and are being amortized over the life of the Notes. Interest and amortization costs were $8.1 million annually for 1997, 1996 and 1995. The fair value of the Notes, estimated based on quoted market prices, was approximately $102.3 million as of December 31, 1997. The Company contributed $80 million of the net proceeds of the offering to NAC in 1992. NAC Re has a revolving credit agreement and term loan bank facility under which it can borrow up to $35 million. A commitment fee of 3/8 of 1% per year is paid on the unused credit line. Borrowings of $12.9 million were outstanding at December 31, 1997 and were principally used in connection with repurchases of the Company's Common Stock. The facility is scheduled to be reduced on a quarterly basis beginning in July 1998. NAC has a $15 million line of credit which is available for catastrophe claim payments or working capital purposes. A commitment fee of 1/4 of 1% per year is paid on the unused credit line. There were no outstanding borrowings on this facility at December 31, 1997. Interest costs on borrowing facilities were approximately $1.0 million, $1.6 million and $1.4 million in 1997, 1996 and 1995, respectively. Total interest expense paid in connection with the Company's long-term debt and financing arrangements was $21.3 million, $22 million and $14.6 million for the years ended December 31, 1997, 1996 and 1995, respectively. 9. EMPLOYEE BENEFITS AND COMPENSATION ARRANGEMENTS STOCK PLANS The Company accounts for stock compensation plans in accordance with APB Opinion No. 25, "Accounting for Stock Issued to Employees." Accordingly, compensation expense for stock option grants and SARs is recognized to the extent that the fair value of the stock exceeds the exercise price of the option at the measurement date. The Company maintains stock option plans which provide for the granting of options and SARs to purchase shares of Common Stock to certain officers of the Company. Under such plans, the Company had the authority to grant up to 3,569,000 options at December 31, 1997, of which 1,194,000 options related to a plan implemented during 1997. Options and SARs have generally been granted with a five or six-year vesting schedule. The majority of the options expire 10 years from the date of grant; the remainder of the options have no expiration. Outstanding SARs are generally converted by the Company to options prior to vesting. The Company also maintains a stock option plan for non-employee directors that provides for automatic annual grants of options to eligible directors. Under such plan, the Company had the authority to grant up to 375,000 options at December 31, 1997. Options expire 10 years from the date of grant and are fully exercisable six months after their grant date. 53 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Information concerning stock options (including SARs) for all of the Company's stock option plans is as follows:
YEAR ENDED DECEMBER 31, -------------------------------------------------------------------------------- 1997 1996 1995 ------------------------ ------------------------ ---------------------------- NUMBER OF AVERAGE NUMBER OF AVERAGE NUMBER OF AVERAGE OPTIONS EXERCISE OPTIONS EXERCISE OPTIONS EXERCISE (000S) PRICE (000S) PRICE (000S) PRICE ----------- ----------- ----------- ----------- ----------- ---------- Outstanding, beginning of year............... 2,380 $ 30.51 1,772 $ 28.27 1,548 $ 25.11 Granted...................................... 307 43.12 713 35.93 412 38.02 Exercised.................................... (163) 22.33 (33) 19.79 (102) 17.97 Cancelled.................................... (62) 37.56 (72) 33.73 (86) 30.24 ----------- ----------- ----------- ----------- ----------- ---------- Outstanding, end of year..................... 2,462 $ 32.45 2,380 $ 30.51 1,772 $ 28.27 ----------- ----------- ----------- ----------- ----------- ---------- Exercisable, end of year..................... 1,119 $ 26.93 931 $ 23.59 738 $ 21.66 ----------- ----------- ----------- ----------- ----------- ---------- Available for grant, end of year............. 1,077 -- 139 -- 784 -- ----------- ----------- ----------- ----------- ----------- ----------
The following table summarizes information about the Company's stock options (including SARs) for options outstanding as of December 31, 1997:
OPTIONS OUTSTANDING OPTIONS EXERCISABLE ---------------------------------------- ------------------------ AVERAGE NUMBER OF AVERAGE REMAINING NUMBER OF AVERAGE RANGE OF OPTIONS EXERCISE CONTRACTUAL OPTIONS EXERCISE EXERCISE PRICES (000S) PRICE LIFE (YEARS) (000S) PRICE - -------------------------------------------------------- ----------- ----------- --------------- ----------- ----------- $13.61--$18.83.......................................... 270 $ 15.29 4.8 270 $ 15.29 $21.83--$29.63.......................................... 471 $ 24.97 6.1 344 $ 24.38 $30.13--$39.75.......................................... 1,427 $ 35.96 8.4 504 $ 34.88 $40.38--$47.44.......................................... 294 $ 43.13 9.4 1 $ 40.38 $13.61--$47.44.......................................... 2,462 $ 32.45 7.7 1,119 $ 26.93
The Company has an Employee Stock Purchase Plan through which all employees have the option, subject to certain limitations, to purchase NAC Res Common Stock, at the end of each offering period at a discounted price. The discounted price is based on 85% of the lesser of the stocks market price at the beginning of the period and the market price at the end of the period. During the 1997, 1996 and 1995 plan years, employees purchased approximately 46,400, 28,400 and 21,200 shares of Common Stock, respectively. The Company's stock purchase plan qualifies as a non-compensatory plan under APB 25. The Company has restricted stock plans, pursuant to which employees have been granted approximately 71,100, 57,600 and 44,500 shares of Common Stock during 1997, 1996 and 1995, respectively. Vesting for such shares generally occurs over a five or six-year period. In 1996, the Company also granted 20,000 shares of restricted stock to an executive in connection with his employment contract, the majority of which have vested due to the attainment of the stock appreciation performance measures; the remainder 54 of the shares vest over a five year period. The Company incurred compensation expense, under APB 25, for the years ended December 31, 1997, 1996 and 1995 of approximately $1,983,000, $974,000 and $613,000, respectively, in connection with restricted stock grants. Supplemental and Pro Forma Disclosures In October 1995, the FASB issued SFAS No. 123, "Accounting for Stock-Based Compensation." This Statement, if adopted, requires companies to recognize compensation expense for grants of stock, stock options and other equity instruments to employees based on their respective fair values on the date of grant. Companies that choose not to adopt the new rules will continue to apply the existing accounting rules contained in APB No. 25, but are required to disclose the pro forma effects of net income and earnings per share, as if the fair value based method of accounting had been applied. The following pro forma information regarding net income and earnings per share required by Statement No. 123 has been determined as if the Company had accounted for its employee stock plans under the fair value method described in that Statement. The fair value of options and other awards granted under the Company's stock-based compensation plans was estimated on the date of grant using a Black-Scholes option valuation model. The Black-Scholes option model was developed for use in estimating the fair value of traded options which have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including the expected dividend yield, the expected life of the options, the expected stock price volatility and the risk-free interest rate. The weighted average assumptions for the stock option grants were as follows:
1997 1996 1995 --------- --------- --------- Expected life........................................................... 7.5 yrs 7.5 yrs 7.5 yrs Volatility.............................................................. 30% 28% 28% Dividend yield .70% .67% .63% Risk-free interest rate................................................. 6.6% 6.3% 6.3% Grant date fair value................................................... $19.20 $15.32 $16.24
The assumptions for the stock purchase plan were as follows:
1997 1996 1995 --------- --------- --------- Expected life.......................................................... 1 yr 1 yr 1 yr Volatility............................................................. 30% 28% 28% Dividend yield .87% .72% .72% Risk-free interest rate................................................ 5.3% 5.3% 5.3% Grant date fair value.................................................. $ 9.14 $ 8.75 $ 8.69
55 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For purposes of pro forma disclosures, the estimated fair value of each option is amortized to expense over the options vesting period and does not include grants prior to January 1, 1995. As such, the pro forma net income and earnings per share are not indicative of future years. The Company's pro forma information is as follows:
THOUSANDS, EXCEPT PER SHARE AMOUNTS ---------------------------------------------------------------------- YEAR ENDED DECEMBER 31, ---------------------------------------------------------------------- 1997 1996 1995 ---------------------- ---------------------- ---------------------- REPORTED PRO FORMA REPORTED PRO FORMA REPORTED PRO FORMA --------- ----------- --------- ----------- --------- ----------- Net income..................................... $ 95,677 $ 93,047 $ 70,520 $ 69,111 $ 62,824 $ 62,322 Earnings per share* Basic........................................ $ 5.21 $ 5.06 $ 3.74 $ 3.67 $ 3.55 $ 3.52 Diluted...................................... $ 4.77 $ 4.66 $ 3.51 $ 3.44 $ 3.30 $ 3.27
- ------------------------ * Prior year data restated per SFAS No. 128. INCENTIVE COMPENSATION PLANS The Company maintains two incentive compensation plans. The Long-term Incentive Plan provides for cash awards to eligible officers based on achievement of certain corporate goals over a three-year performance cycle. The Annual Incentive Plan for all employees (which was amended in 1996 to incorporate a previously separate plan for non-officers) provides for annual cash awards based on individual and corporate performance. Based on estimated performance levels, the Company expensed $10.4 million, $8.5 million and $6.4 million for the years ended December 31, 1997, 1996 and 1995, respectively, related to these plans. SEVERANCE PROGRAM The Company has severance agreements with officers and a severance program for non-officers to provide for severance payments and continuation of benefits in the event of employment termination resulting from a change in control. The extent of the severance payments and when they are triggered vary depending upon the position of the employee and, in the case of non-officers, the length of tenure of the employee. EMPLOYMENT CONTRACTS The Company has employment contracts with certain officers, the terms of which expire at various times through December 31, 2001. Such agreements provide for minimum salary levels, incentive bonuses payable in accordance with bonus plans and, in two contracts, supplemental retirement benefits. RETIREMENT PLANS The Company maintains a qualified non-contributory defined benefit pension plan covering substantially all U.S. employees. Pension benefits generally vest after five years of service. Benefits are based on years of service and compensation, as defined in the plan, during the highest consecutive three years of the employees last ten years of employment. 56 The Company's policy is to make annual contributions to the plan that are deductible for federal income tax purposes and that meet the minimum funding standards required by law. This contribution level is determined by utilizing the entry age cost method and different actuarial assumptions than those used for pension expense purposes. The Company also maintains a non-qualified unfunded supplemental defined benefit plan designed to compensate individuals to the extent their benefits under the Company's qualified plan are curtailed due to Internal Revenue Code limitations. The following tables set forth the amounts recognized in the Company's financial statements with respect to the qualified and non-qualified pension plans.
IN THOUSANDS ------------------------------------------------------------------------- DECEMBER 31, 1997 DECEMBER 31, 1996 ----------------------------------- ------------------------------------ NON- NON- QUALIFIED QUALIFIED QUALIFIED QUALIFIED PLAN PLAN TOTAL PLAN PLAN TOTAL ----------- ----------- --------- ----------- ----------- ---------- Actuarial present value of benefit obligations: Accumulated benefit obligation: Vested...............................................$ 5,176 $ 2,013 $ 7,189 $ 3,676 $ 1,422 $ 5,098 Nonvested............................................ 864 126 990 769 141 910 ----------- ----------- --------- ----------- ----------- --------- Accumulated benefit obligation......................... 6,040 2,139 8,179 4,445 1,563 6,008 Effect of projected salary increases................... 3,947 1,988 5,935 3,174 1,330 4,504 ----------- ----------- --------- ----------- ----------- --------- Projected benefit obligation........................... 9,987 4,127 14,114 7,619 2,893 10,512 Plan assets at market value...................... 8,442 -- 8,442 6,461 -- 6,461 ----------- ----------- --------- ----------- ----------- --------- Projected benefit obligation in excess of plan assets.. 1,545 4,127 5,672 1,158 2,893 4,051 Unrecognized net gain (loss)........................... 1,944 (49) 1,895 1,866 608 2,474 Unrecognized net transition obligation................. (85) -- (85) (96) -- (96) Unrecognized net prior service costs................... (70) (243) (313) (72) (255) (327) ----------- ----------- --------- ----------- ----------- --------- Pension liability, end of year........................... 3,334 3,835 7,169 2,856 3,246 6,102 Pension liability, beginning of year................... (2,856) (3,246) (6,102) (2,338) (2,716) (5,054) Company contributions.................................. 679 -- 679 557 -- 557 ----------- ----------- --------- ----------- ----------- --------- Net pension cost.........................................$ 1,157 $ 589 $ 1,746 $ 1,075 $ 530 $ 1,605 ----------- ----------- --------- ----------- ----------- ---------
IN THOUSANDS ---------------------------------- YEAR ENDED DECEMBER 31, ---------------------------------- 1997 1996 1995 --------- --------- --------- Net pension cost included the following components: Service costs--benefits earned during the year.............................$ 1,333 $ 1,247 $ 1,111 Interest cost on projected benefit obligations............................. 898 741 660 Net amortization and deferral.............................................. (1,376) (807) 751 Actual return on plan assets............................................... 891 424 (1,076) --------- --------- --------- Net pension cost...........................................................$ 1,746 $ 1,605 $ 1,446 --------- --------- ---------
57 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The discount rates used in determining the actuarial present value of benefit obligations were 6.75% and 7.25% for 1997 and 1996, respectively. The rate of increase for future compensation levels was 5.5% and 6% for 1997 and 1996, respectively. The assumed rate of return on plan assets was 8.5% for 1997, 1996 and 1995. Assets of the qualified plan are invested principally in equity securities and fixed maturities. Plan assets include approximately $700,000 and $486,000 of NAC Re Common Stock as of December 31, 1997 and 1996, respectively. The Company maintains a qualified contributory defined contribution plan for substantially all U.S. employees. Under this plan, the Company makes a matching contribution equal to 50% of each participants eligible elective contributions, which may be up to 6% of the participants compensation. The Company may make an additional annual discretionary matching contribution. The Company also maintains a non-qualified unfunded supplemental defined contribution plan designed to compensate individuals to the extent the Company's contributions under the qualified plan are curtailed due to Internal Revenue Code limitations. The Company expensed $2.2 million for 1997, $2.0 million for 1996 and $1.6 million for 1995, related to these plans. Contributions to the qualified plan are invested, at the election of the participant, in several funds, including a NAC Re Common Stock fund. The fund held approximately 111,000 and 137,000 shares of NAC Re Common Stock as of December 31, 1997 and 1996, respectively. The Company maintains a qualified non-contributory defined contribution plan covering substantially all U.K. employees. Contributions under this plan are determined on the basis of salary, age and position within the organization. The Company also maintains an unfunded supplemental defined contribution plan designed to compensate individuals to the extent their benefits under the qualified plan are curtailed due to U.K. Inland Revenue limitations. The Company incurred expenses of $563,000, $436,000 and $375,000 for the years ended December 31, 1997, 1996 and 1995, respectively, related to these plans. 10. Domestic and International Financial Information The Company's principal business segment, for both its domestic and international operations, is the reinsurance of property and casualty lines of business, including general liability, automobile liability, aviation, fidelity/surety and commercial and personal property. The Company's domestic operation includes business written in the United States and Canada. International property and casualty reinsurance is conducted through a wholly-owned subsidiary, NAC Re International Holdings Limited, which established a fully licensed property and casualty reinsurance subsidiary, NAC Reinsurance International Limited, located in London, England in December 1993. The subsidiary was initially capitalized with L50 million, or approximately $75 million, and, subsequent to contributions by the Company in 1994 and 1995, its statutory surplus level was approximately L83.3 million or $139.4 million at December 31, 1997. During 1997, NAC Re International Holdings Limited formed a subsidiary, Stonebridge Underwriting, Ltd, which is participating as a corporate capital vehicle on a Lloyds syndicate commencing with underwriting year 1998. See Subsequent Event Note 15 for further details. 58 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) The following is a summary of financial information related to the Company's domestic and international operations:
IN THOUSANDS ------------------------------------------ YEAR ENDED DECEMBER 31, 1997 ------------------------------------------ DOMESTIC INTERNATIONAL TOTAL ------------ ------------- ------------- Net premiums written................................................. $ 541,362(1) $ 52,294 $ 593,656 ------------ ------------ -------------- Premiums earned...................................................... 523,631 51,016 574,647 Net investment income................................................ 109,087 13,963 123,050 Net investment gains................................................. 37,556 5,119 42,675 ------------ ------------ -------------- Total revenues.................................................... 670,274 70,098 740,372 ------------ ------------ -------------- ------------ ------------ -------------- Claims and claims expense............................................ 344,308 35,187 379,495 Commissions and brokerage............................................ 140,862 10,290 151,152 Other operating expenses............................................. 55,871 9,289 65,160 Interest expense..................................................... 21,735 -- 21,735 ------------ ------------ -------------- Total expenses.................................................... 562,776 54,766 617,542 ------------ ------------ -------------- ------------ ------------ -------------- Pretax operating income.............................................. 107,498 15,332 122,830 ------------ ------------ -------------- Net income........................................................... $ 85,626 $ 10,051 $ 95,677 ------------ ------------ -------------- ------------ ------------ -------------- Identifiable assets.................................................. $ 2,870,280 $ 277,219 $ 2,984,865(2) ------------ ------------ -------------- ------------ ------------ -------------- Statutory composite ratio............................................ 103.1% 108.9% 103.6% ------------ ------------ -------------- ------------ ------------ --------------
- ------------------------ (1) Includes approximately $5.8 million of business assumed from our international subsidiary. (2) The total is net of intercompany transactions of $162.6 million.
IN THOUSANDS ------------------------------------------ YEAR ENDED DECEMBER 31, 1996 ------------------------------------------ DOMESTIC INTERNATIONAL TOTAL ------------ ------------- -------------- Net premiums written................................................. $ 521,876(1) $ 52,128 $ 574,004 ------------ ------------ -------------- Premiums earned...................................................... 476,012 50,330 526,342 Net investment income................................................ 93,206 11,124 104,330 Net investment gains (losses)........................................ 19,603 (34) 19,569 ------------ ------------ -------------- Total revenues....................................................... 588,821 61,420 650,241 ------------ ------------ -------------- ------------ ------------ -------------- Claims and claims expense............................................ 302,535 36,418 338,953 Commissions and brokerage............................................ 133,423 9,901 143,324 Other operating expenses............................................. 49,019 7,587 56,606 Interest expense..................................................... 22,322 -- 22,322 ------------ ------------ -------------- Total expenses..................................................... 507,299 53,906 561,205 ------------ ------------ -------------- ------------ ------------ -------------- Pretax operating income.............................................. 81,522 7,514 89,036 ------------ ------------ -------------- Net income........................................................... $ 65,566 $ 4,954 $ 70,520 ------------ ------------ -------------- ------------ ------------ -------------- Identifiable assets.................................................. $ 2,640,727 $ 252,043 $ 2,745,631(2) ------------ ------------ -------------- ------------ ------------ -------------- Statutory composite ratio............................................ 101.1% 105.6% 101.6% ------------ ------------ -------------- ------------ ------------ --------------
- ------------------------ (1) Includes approximately $3.0 million of business assumed from our international subsidiary. (2) The total is net of intercompany transactions of $147.1 million. 59 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
IN THOUSANDS --------------------------------------------- YEAR ENDED DECEMBER 31, 1995 --------------------------------------------- DOMESTIC INTERNATIONAL TOTAL ------------ ------------- -------------- Net premiums written................................................. $ 476,048(1) $ 45,441 $ 521,489 ------------ ----------- -------------- Premiums earned...................................................... 452,994 38,791 491,785 Net investment income................................................ 81,583 7,725 89,308 Net investment gains................................................. 24,063 1,328 25,391 ------------ ----------- -------------- Total revenues..................................................... 558,640 47,844 606,484 ------------ ----------- -------------- ------------ ----------- -------------- Claims and claims expense............................................ 295,038 31,110 326,148 Commissions and brokerage............................................ 132,049 7,014 139,063 Other operating expenses............................................. 40,760 6,044 46,804 Interest expense..................................................... 15,648 -- 15,648 ------------ ----------- -------------- Total expenses..................................................... 483,495 44,168 527,663 ------------ ----------- -------------- ------------ ----------- -------------- Pretax operating income.............................................. 75,145 3,676 78,821 ------------ ----------- -------------- Net income........................................................... $ 60,449 $ 2,375 $ 62,824 ------------ ----------- -------------- ------------ ----------- -------------- Identifiable assets.................................................. $ 2,405,051 $ 180,060 $ 2,462,131(2) ------------ ----------- -------------- ------------ ----------- -------------- Statutory composite ratio............................................ 103.1% 111.7% 103.7% ------------ ----------- -------------- ------------ ----------- --------------
- ------------------------ (1) Includes approximately $2.1 million of business assumed from our international subsidiary. (2) The total is net of intercompany transactions of $123 million. During 1997, three reinsurance brokers, AON Reinsurance Agency, Guy Carpenter and Company, Inc., and E.W. Blanch, Inc., generated 24%, 17% and 11%, respectively, of the Company's premiums assumed from client companies. These same reinsurance brokers generated 23%, 13% and 8%, respectively, during 1996, and 16%, 16% and 9%, respectively, during 1995, of the Company's assumed premiums. The Company does not believe that the reduction of business assumed from any one client or broker will have a materially adverse effect on the Company due to its competitive position in the marketplace and the continuing availability of other sources of business. 11. Statutory Financial Information Consolidated statutory net income and surplus of NAC, as reported to the insurance regulatory authorities, differs in certain respects from the amounts as prepared in accordance with generally accepted accounting principles (GAAP). The following schedules identify the significant reconciling differences:
IN THOUSANDS ------------------------------- YEAR ENDED DECEMBER 31, ------------------------------- 1997 1996 1995 --------- --------- --------- Net Income: Domestic statutory net income.................................................... $ 70,292 $ 59,827 $ 57,670 Domestic GAAP adjustments: Deferred acquisition costs..................................................... 6,703 14,211 9,128 Deferred income taxes.......................................................... 23,257 4,421 3,204 Other, net..................................................................... (560) 401 (1,074) --------- --------- --------- Domestic GAAP net income....................................................... 99,692 78,860 68,928 International operation.......................................................... 10,051 4,954 2,375 Parent company operations........................................................ (14,066) (13,294) (8,479) --------- --------- --------- Consolidated GAAP net income..................................................... $ 95,677 $ 70,520 $ 62,824 --------- --------- ---------
60
IN THOUSANDS ---------------------------------- YEAR ENDED DECEMBER 31, ---------------------------------- 1997 1996 1995 ---------- ---------- ---------- Stockholders Equity: Consolidated statutory surplus............................................... $ 702,222 $ 663,867 $ 615,433 Consolidated GAAP adjustments: Deferred acquisition costs................................................. 92,709 85,211 70,466 Deferred income tax asset, net............................................. 41,795 29,599 27,492 Excess of cost over net assets acquired.................................... 3,276 3,644 4,011 Unrealized appreciation of investments..................................... 71,846 25,537 46,783 Unauthorized/authorized reinsurance charges................................ 15,452 12,730 6,814 Other, net................................................................. 6,824 4,695 4,101 ---------- ---------- ---------- Investment in insurance subsidiaries, GAAP................................... 934,124 825,283 775,100 Parent company: Other net assets........................................................... 22,879 27,920 36,583 Long-term debt............................................................. (299,942) (299,934) (299,927) ---------- ---------- ---------- Consolidated stockholders equity, GAAP....................................... $ 657,061 $ 553,269 $ 511,756 ---------- ---------- ---------- ---------- ---------- ----------
Under the holding company structure, NAC Re is dependent upon the ability of its principal operating subsidiary, NAC, for the transfer of funds principally in the form of cash dividends and tax reimbursements. Such transactions, including the payment of cash dividends, are subject to restrictions imposed by New York insurance law. Generally, NAC may pay cash dividends only out of its statutory earned surplus which was $190.8 million at December 31, 1997. However, the maximum amount of dividends that may be paid in any twelve-month period without the prior approval of the New York Insurance Department is the lesser of net investment income or 10% of statutory surplus as such terms are defined in the New York insurance law. The maximum amount of cash dividends that NAC could pay without such regulatory approval, based on 10% of statutory surplus as of December 31, 1997, is approximately $70.2 million. During 1997, 1996 and 1995, NAC declared dividends of $22.5 million, $38 million and $7.5 million, respectively, to NAC Re. In 1993, the National Association of Insurance Commissioners (the "NAIC"), by adopting a model risk-based capital act, intended to provide an additional tool for regulators to evaluate the capital of property and casualty insurers and reinsurers with respect to the risks assumed by them and to determine whether there is a perceived need for corrective action. The nature of the corrective action depends upon the extent of the calculated risk-based capital deficiency and ranges from requiring the company to submit a comprehensive plan to placing the insurer under regulatory control. While the model risk-based capital act has not yet been adopted in New York, NACs domicile, New York has issued a circular letter requiring the filing of risk-based capital reports by property and casualty insurers and reinsurers. The NAIC also adopted a proposal that requires property and casualty insurers and reinsurers to report the results of their risk-based capital calculations as part of the statutory annual statements filed with state regulatory authorities. Surplus (as calculated for statutory annual statement purposes) for each of the Company's domestic subsidiaries is well above the risk-based capital thresholds that would require either company or regulatory action. 61 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 12. EARNINGS PER SHARE The following table sets forth the computation of basic and diluted earnings per share:
IN THOUSANDS ------------------------------- YEAR ENDED DECEMBER 31, ------------------------------- IN THOUSANDS 1997 1996 1995 --------- --------- --------- Basic Earnings Per Share: Net income..................................................................... $ 95,677 $ 70,520 $ 62,824 Weighted average shares........................................................ 18,378 18,855 17,709 Basic earnings per share....................................................... $ 5.21 $ 3.74 $ 3.55 --------- --------- --------- Diluted Earnings Per Share: Net income..................................................................... $ 95,677 $ 70,520 $ 62,824 Add back after tax interest on convertible debentures.......................... 3,504 3,504 3,504 --------- --------- --------- Adjusted net income............................................................ $ 99,181 $ 74,024 $ 66,328 Weighted average shares........................................................ 18,378 18,855 17,709 Assumed exercise of dilutive stock options (1)................................. 411 240 386 Assumed conversion of convertible debentures (2)............................... 2,020 2,020 2,020 --------- --------- --------- Weighted average shares and dilutive securities................................ 20,809 21,115 20,115 Diluted earnings per share..................................................... $ 4.77 $ 3.51 $ 3.30 --------- --------- --------- --------- --------- ---------
- ------------------------ (1) Computed utilizing the average market price of the Common Stock for the period. (2) Reflects the assumed conversion of the Company's 5.25% Convertible Subordinated Debentures due 2002. 13. CAPITAL STOCK Changes in Common Stock outstanding were as follows:
YEAR ENDED DECEMBER 31, ---------------------------------------- 1997 1996 1995 ------------ ------------ ------------ Common Stock: Balance, beginning of year............................................ 21,463,982 21,341,053 19,638,865 Shares issued......................................................... 243,241 122,929 1,702,188 ------------ ------------ ------------ Balance, end of year.................................................... 21,707,223 21,463,982 21,341,053 ------------ ------------ ------------ ------------ ------------ ------------ Treasury Stock: Balance, beginning of year............................................ 3,060,543 2,137,501 2,131,633 Purchases............................................................. 345,375 943,042 5,868 Shares reissued....................................................... (7,432) (20,000) -- ------------ ------------ ------------ Balance, end of year.................................................. 3,398,486 3,060,543 2,137,501 ------------ ------------ ------------ ------------ ------------ ------------ Total Common Stock outstanding.......................................... 18,308,737 18,403,439 19,203,552 ------------ ------------ ------------ ------------ ------------ ------------
62 13. CAPITAL STOCK (CONTINUED) EQUITY OFFERING The Company issued 1,530,000 shares of Common Stock through a secondary public offering in November 1995. Approximately $47.5 million of the net proceeds was contributed to the statutory surplus of NAC. STOCK REPURCHASE The Company maintains a stock repurchase program pursuant to which the Board of Directors has authorized the repurchase of approximately 4,082,000 shares of Common Stock. Since January 1, 1997, the Company repurchased approximately 345,000 shares of Common Stock, at an average cost of $42.05 per share. From its inception in 1988 through December 31, 1997, approximately 3,426,000 shares were repurchased at a cost of approximately $88.5 million or an average price of $25.82 per share. As of December 31, 1997, approximately 656,000 shares remain authorized for repurchase under the program. RIGHTS PLAN In June 1988, the Company declared a dividend of one Preferred Stock Purchase Right (a "Right") for each outstanding share of NAC Re Common Stock. Pursuant to the related Rights Plan, as amended in 1990, the Rights will become exercisable only in the event, with certain exceptions, a person or group becomes the beneficial owner of 15% or more of NAC Re voting stock. The Rights Plan provides, however, that the Rights will not become exercisable due to the beneficial ownership by The Equitable Life Assurance Society of the United States and its affiliates of up to 28.5% of such stock. Each Right currently entitles the holder to purchase from the Company, for a price of $37.78 (the "Exercise Price"), 1/225 of a share of Series A Junior Participating Preferred Stock (the "Series A Stock") or that number of shares of Series A Stock having a market value equal to two times the Exercise Price. In addition, upon the occurrence of certain events, holders of the Rights will be entitled to purchase the shares of Series A Stock or shares in an acquiring entity, whichever is applicable, having a market value of two times the Exercise Price. NAC Re will generally be entitled to redeem the Rights at $.0222 per Right following a public announcement that a person or group has become the beneficial owner of 15% of the NAC Re voting stock. The Rights will expire on June 21, 1998. At December 31, 1997, there were 18,308,737 Rights outstanding which, if exercised, would result in the issuance of approximately 81,400 shares of Series A Stock. 63 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 14. Quarterly Financial Information (Unaudited) The following is a summary of quarterly financial data, in thousands, except per share data and stock prices:
THREE MONTHS ENDED ---------------------------------------------------------------------------------------------- DECEMBER 31, SEPTEMBER 30, JUNE 30, MARCH 31, ---------------------- ---------------------- ---------------------- ---------------------- 1997 1996 1997 1996 1997 1996 1997 1996 ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- Income Statement Data: Gross premiums written..... $ 186,806 $ 197,964 $ 188,002 $ 183,052 $ 180,518 $ 172,718 $ 168,542 $ 160,346 Net premiums written....... 155,174 159,332 153,657 150,681 148,654 140,852 136,171 123,139 Premiums earned............ 152,575 140,060 147,884 139,115 142,078 130,346 132,110 116,821 Net investment income...... 32,253 26,831 31,917 26,140 30,308 25,616 28,572 25,743 Net investment gains....... 14,217 4,915 5,641 2,122 17,684 2,715 5,133 9,817 Operating costs and expenses................. 164,012 149,668 159,901 147,432 152,561 138,676 141,068 125,429 Operating income/net income................... 26,571 17,296 20,670 16,038 28,582 16,414 19,854 20,772 ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- Per Share Data: Basic:* Operating/net income..... $ 1.45 $ .93 $ 1.13 $ .86 $ 1.56 $ .87 $ 1.08 $ 1.08 Diluted:* Operating/net income..... 1.32 .87 1.03 .80 1.42 .81 1.00 1.00 Stockholders equity per share.................... 35.89 30.06 34.15 28.18 32.30 26.96 29.96 26.54 Cash dividends declared per share .075 .06 .075 .06 .075 .06 .06 .05 ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- Stock Prices: High....................... $ 52.88 $ 37.63 $ 51.56 $ 40.63 $ 49.00 $ 33.88 $ 39.88 $ 36.25 Low........................ 43.50 32.63 45.50 30.25 35.50 28.50 33.25 31.75 Close...................... 48.81 33.88 51.38 36.00 48.38 33.50 35.63 32.63 ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
- ------------------------ * The 1996 and first three quarters of 1997 earnings per share amounts have been restated to comply with SFAS No. 128. 15. Subsequent Event On January 22, 1998, the Company announced an agreement in principle to acquire the managing agency assets of a Lloyds agency currently managing non-marine Syndicate 990 (Denham). Denham underwrites a specialized book of business on both a direct and reinsurance basis, concentrating on long-tail casualty lines and non-marine physical damage. In late 1997, the Company formed a subsidiary, Stonebridge Underwriting Ltd., which is participating as a corporate capital vehicle on the Denham Syndicate commencing with underwriting year 1998. The acquisition is subject to the completion of due diligence and regulatory approval and is expected to close during the second quarter of 1998; however, there are no assurances that the acquisition will be consummated. The transaction is not expected to have a material impact on the financial condition or results of operations of the Company in 1998. 64 EX-21 5 EXHIBIT 21 Exhibit 21 SUBSIDIARIES OF NAC Re CORP.
Jurisdiction Name of Incorporation - ---- ---------------- NAC Reinsurance Corporation New York - Greenwich Insurance Company California - Indian Harbor Insurance Company North Dakota - NAC Re International Holdings Limited United Kingdom -- NAC Re International Services Company Limited United Kingdom -- NAC Reinsurance International Limited United Kingdom -- Stonebridge Underwriting, Ltd. United Kingdom NAC Re Financial Services, Inc. Delaware
EX-23 6 CONSENTS OF INDEPENDENT AUDITORS E&Y EXHIBIT 23 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statements (Form S-8 No. 33-25585 and Form S-8 No. 33-77494) pertaining to the NAC Re Corp. Employee Stock Purchase Plan, in the Registration Statement (Form S-8 No. 33-27745) pertaining to the NAC Re Corp. 1989 Stock Option Plan, in the Registration Statement (Form S-8 No. 7813) pertaining to the NAC Re Corp. 1985 and 1986 Stock Option Plans, in the Registration Statements (Form S-8 No. 33-22841 and Form S-8 No. 333-03935) pertaining to the NAC Re Corp. Employee Savings Plan, in the Registration Statement (Form S-8 No. 33-34516) pertaining to the NAC Re Corp. Director's Stock Option Plan, in the Registration Statement (Form S-8 No. 33-77492) pertaining to the NAC Re Corp. Director's Stock Option Plan, and in the Registration Statement (Form S-8 No. 33-77114) pertaining to the NAC Re Corp. 1993 Stock Option Plan of our report dated February 4, 1998, with respect to the consolidated financial statements and schedules of NAC Re Corporation and subsidiaries included and/or incorporated by reference in the Annual Report (Form 10-K) for the year ended December 31, 1997. New York, New York ERNST & YOUNG LLP March 20, 1998 EX-24 7 POWERS OF ATTORNEY EXHIBIT 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Nicholas M. Brown, Jr., Martha G. Bannerman and Celia R. Brown and each and any one of them, his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, to sign the name of the undersigned in the Report of NAC Re Corp. on Form 10-K for 1997 and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any one of them, may do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereto set his hand. /s/Ronald L. Bornhuetter ------------------------ Ronald L. Bornhuetter Director Dated: March 11, 1998 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Martha G. Bannerman and Celia R. Brown and each and any one of them, his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, to sign the name of the undersigned in the Report of NAC Re Corp. on Form 10-K for 1997 and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any one of them, may do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereto set his hand. /s/Nicholas M. Brown, Jr. ------------------------- Nicholas M. Brown, Jr. Director Dated: March 11, 1998 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Nicholas M. Brown, Jr. Martha G. Bannerman and Celia R. Brown and each and any one of them, his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, to sign the name of the undersigned in the Report of NAC Re Corp. on Form 10-K for 1997 and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereto set his hand. /s/Robert A. Belfer ------------------------- Robert A. Belfer Director Dated: March 11, 1998 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Nicholas M. Brown, Jr., Martha G. Bannerman and Celia R. Brown and each and any one of them, his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, to sign the name of the undersigned in the Report of NAC Re Corp. on Form 10-K for 1997 and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any one of them, may do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereto set his hand. /s/John P. Birkelund ------------------------- John P. Birkelund Director Dated: March 11, 1998 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Nicholas M. Brown, Jr., Martha G. Bannerman and Celia R. Brown and each and any one of them, his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, to sign the name of the undersigned in the Report of NAC Re Corp. on Form 10-K for 1997 and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any one of them, may do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereto set his hand. /s/C. W. Carson, Jr. ------------------------- C. W. Carson, Jr. Director Dated: March 11, 1998 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Nicholas M. Brown, Jr., Martha G. Bannerman and Celia R. Brown and each and any one of them, his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, to sign the name of the undersigned in the Report of NAC Re Corp. on Form 10-K for 1997 and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any one of them, may do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereto set his hand. /s/Dan Ciampa ------------------------- Dan Ciampa Director Dated: March 11, 1998 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Nicholas M. Brown, Jr., Martha G. Bannerman and Celia R. Brown and each and any one of them, his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, to sign the name of the undersigned in the Report of NAC Re Corp. on Form 10-K for 1997 and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any one of them, may do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereto set his hand. /s/Todd G. Cole ------------------------- Todd G. Cole Director Dated: March 11, 1998 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Nicholas M. Brown, Jr., Martha G. Bannerman, and Celia R. Brown and each and any one of them, his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, to sign the name of the undersigned in the Report of NAC Re Corp. on Form 10-K for 1997 and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereto set his hand. /s/Michael G. Fitt ------------------------- Michael G. Fitt Director Dated: March 11, 1998 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Nicholas M. Brown, Jr., Martha G. Bannerman and Celia R. Brown and each and any one of them, his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, to sign the name of the undersigned in the Report of NAC Re Corp. on Form 10-K for 1997 and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any one of them, may do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereto set his hand. /s/Daniel J. McNamara ------------------------- Daniel J. McNamara Director Dated: March 11, 1998 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Nicholas M. Brown, Jr., Martha G. Bannerman and Celia R. Brown and each and any one of them, his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, to sign the name of the undersigned in the Report of NAC Re Corp. on Form 10-K for 1997 and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any one of them, may do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereto set his hand. /s/Stephen Robert ------------------------- Stephen Robert Director Dated: March 11, 1998 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Nicholas M. Brown, Jr., Martha G. Bannerman and Celia R. Brown and each and any one of them, his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, to sign the name of the undersigned in the Report of NAC Re Corp. on Form 10-K for 1997 and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any one of them, may do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereto set his hand. /s/Herbert S. Winokur, Jr. ------------------------- Herbert S. Winokur, Jr. Director Dated: March 11, 1998 EX-27.1 8 EXHIBIT 27.1
7 12-MOS DEC-31-1997 DEC-31-1997 $2,088,588 0 0 142,527 0 0 2,339,604 8,430 10,646 92,709 2,984,865 1,603,972 301,711 11,380 0 299,942 0 0 2,171 654,890 2,984,865 574,647 123,050 42,675 0 379,495 216,312 21,735 122,830 27,153 95,677 0 0 0 95,677 5.21 4.77 1,513,345 418,091 (38,596) 52,370 26,548 1,603,972 0
EX-27.2 9 EXHIBIT 27.2
7 12-MOS 12-MOS 3-MOS 6-MOS 9-MOS DEC-31-1995 DEC-31-1996 MAR-31-1996 JUN-30-1996 SEP-30-1996 DEC-31-1995 DEC-31-1996 MAR-31-1996 JUN-30-1996 SEP-30-1996 1,593,543 1,703,537 1,600,344 1,605,320 1,658,278 0 0 0 0 0 0 0 0 0 0 127,257 179,619 124,307 138,548 152,419 0 0 0 0 0 0 0 0 0 0 1,853,206 1,985,049 1,858,566 1,857,415 1,922,352 10,320 18,853 20,446 15,306 7,668 19,051 15,457 17,374 18,952 13,567 70,466 85,211 72,308 75,856 79,399 2,462,131 2,745,631 2,536,678 2,573,793 2,662,154 1,292,415 1,513,345 1,328,438 1,382,739 1,443,686 230,738 271,898 235,828 242,978 251,774 5,262 8,271 11,579 11,903 5,819 0 0 0 0 0 299,927 299,934 299,929 299,930 299,932 0 0 0 0 0 0 0 0 0 0 2,134 2,146 2,139 2,142 2,145 509,822 551,123 506,460 503,404 526,253 2,462,131 2,745,631 2,536,578 2,573,793 2,662,154 491,785 526,342 116,821 247,167 386,282 89,308 104,330 25,743 51,359 77,499 25,391 19,569 9,817 12,532 14,654 0 0 0 0 0 326,148 338,953 73,689 158,214 248,710 185,867 199,930 46,169 94,700 145,931 15,648 22,322 5,571 11,191 16,896 78,821 89,036 26,952 46,953 66,898 15,997 18,516 6,180 9,767 13,674 62,824 70,520 20,772 37,186 53,224 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 62,824 70,520 20,772 37,186 53,224 3.55 3.74 1.08 1.95 2.81 3.30 3.51 1.00 1.82 2.62 1,086,170 1,292,415 0 0 0 345,783 372,294 0 0 0 (19,635) (33,341) 0 0 0 40,123 44,025 0 0 0 140,263 146,399 0 0 0 1,292,415 1,513,345 0 0 0 0 0 0 0 0
EX-27.3 10 EXHIBIT 27.3
7 3-MOS 6-MOS 9-MOS DEC-31-1997 DEC-30-1997 DEC-30-1997 MAR-31-1997 JUN-30-1997 SEP-30-1997 1,764,015 1,998,929 2,034,211 0 0 0 0 0 0 183,889 136,158 144,813 0 0 0 0 0 0 2,139,044 2,193,460 2,307,738 30,535 18,581 13,370 10,407 13,183 9,677 87,150 89,228 91,389 2,808,484 2,886,189 2,986,719 1,537,772 1,567,771 1,599,482 277,838 287,748 295,408 14,051 19,470 23,124 0 0 0 299,938 299,938 299,940 0 0 0 0 0 0 2,155 2,161 2,168 548,845 593,022 625,358 2,808,484 2,886,189 2,986,719 132,110 274,188 422,072 28,572 58,880 90,797 5,133 22,817 28,458 0 0 0 87,531 181,084 276,388 48,063 101,663 158,834 5,474 10,882 16,308 24,747 62,256 87,797 4,893 13,820 18,691 19,854 48,436 69,106 0 0 0 0 0 0 0 0 0 19,854 48,436 69,106 1.08 2.83 3.76 1.00 2.42 3.45 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
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