USF&G CORPORATION Form 10-K 1993 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended Commission File Number December 31, 1993 1-8233 USF&G CORPORATION (Exact name of registrant as specified in its charter) Maryland 52-1220567 (State of Incorporation) (IRS Employer Identification No.) 100 Light Street, Baltimore, Maryland 21202 (Address of principal executive offices) (zip code) Telephone: 410-547-3000 Securities registered pursuant to Section 12(b) of the Act: $4.10 Series A Convertible Exchangeable Preferred Stock, Par Value $50 $5.00 Series C Cumulative Convertible Preferred Stock, Par Value $50 Preferred Share Purchase Rights Common Stock, Par Value $2.50 Securities registered pursuant to Section 12(g) of the Act: None Registered-New York Stock Exchange Registered-Pacific Stock Exchange Registered-New York Stock Exchange Registered-Pacific Stock Exchange Registered-New York StockExchange Registered-Pacific Stock Exchange Registered-New York Stock Exchange Registered-Pacific Stock Exchange 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 twelve (12) months 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 of voting stock held by non-affiliates of the registrant as of March 28, 1994, was $1,214,501,978. Voting stock held by any persons who may be deemed to be affiliates under Rule 405 would be immaterial. The number of shares outstanding of the issuer's common stock as of March 28, 1994: Common Stock, Par Value $2.50; 85,228,209 shares outstanding. Documents Incorporated by Reference: Portions of the 1993 Annual Report to Shareholders are incorporated by reference into Parts I and II. Portions of the definitive proxy statement for the annual meeting scheduled for May 4, 1994, are incorporated by reference into Part III. Exhibit Index is on page 18. USF&G Corporation Index Part I Item 1. Description of Business 1.1. General 1 1.2. Business Segments 1 1.3. Distribution Systems 5 1.4. Competition 6 1.5. Investments 6 1.6. Property/Casualty Loss Reserves 7 1.7. Life Benefit Reserves 11 1.8. Geographical Distribution 11 1.9. Executive Officers of the Registrant 12 Item 2. Business Properties 13 Item 3. Legal Proceedings 13 Item 4. Submission of Matters to a Vote of Security Holders 14 Part II Item 5. Market for Registrant's Common Equity and Related Shareholder Matters 16 Item 6. Selected Financial Data 16 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 16 Item 8. Financial Statements and Supplementary Data 16 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 16 Part III Item 10. Executive Officers and Directors of the Registrant 17 Item 11. Executive Compensation 17 Item 12. Security Ownership of Certain Beneficial Owners and Management 17 Item 13. Certain Relationships and Related Transactions 17 Part IV Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K 18 USF&G Corporation Part 1 Item I. Description of Business 1.1. General USF&G Corporation (the "Corporation") is a holding corporation organized in 1981 as a Maryland corporation. United States Fidelity and Guaranty Company ("USF&G Company"), organized in 1896 under Maryland law, is the predecessor registrant of the Corporation. The term "Corporation" as used in the Form 10-K refers to the Corporation and all of its subsidiaries. As of December 31, 1993, the Corporation had approximately 6,500 employees. The Corporation, through its subsidiaries, is primarily engaged in the business of insurance. Property/casualty insurance is its primary business. USF&G Company, the Corporation's largest subsidiary, is the 21st largest property/casualty insurer among over 3,000 insurers in the United States based on 1992 statutory net premiums written. Life insurance and annuity products are sold by Fidelity and Guaranty Life Insurance Company ("F&G Life"). Noninsurance operations are composed of the parent company, asset management, and management consulting services. 1.2. Business Segments Financial information about the Corporation's business segments is set forth in Note 13 of the Notes to Consolidated Financial Statements in the Corporation's 1993 Annual Report to Shareholders (hereinafter referred to as "Consolidated Financial Statements") and incorporated herein by reference. A description of the Corporation's principal business segments begins with the Property/ Casualty Insurance Segment on page 1, and continues with the Life Insurance Segment on page 4, and Parent and Noninsurance Operations on page 5 of this Form 10-K. 1.2a. Property/Casualty Insurance Segment USF&G Company currently underwrites most forms of property/ casualty insurance. USF&G Company's property/casualty business is grouped into four business categories: commercial, personal, reinsurance, and fidelity/surety. In 1993, the property/casualty segment accounted for 85 percent of the Corporation's total revenues and 67 percent of its total assets. Selected financial data for the property/casualty insurance segment are as follows: (dollars in millions) 1993 1992 1991 1990 1989 1988 1987 1986 1985 1984 Operating Results Premiums earned $2,327 $2,533 $3,018 $3,330 $3,532 $3,613 $3,746 $3,539 $2,962 $2,215 Losses and loss expenses incurred 1,758 2,088 2,545 2,763 2,732 2,648 2,734 2,765 2,623 1,980 Underwriting expenses 796 872 988 1,089 1,136 1,129 1,108 1,049 920 706 Underwriting loss $ (227) $ (427) $ (515) $ (522) $ (336) $ (164) $ (96) $ (275) $ (581) $ (471) Net investment income $ 433 $ 475 $ 498 $ 576 $ 623 $ 621 $ 607 $ 565 $ 348 $ 333 Net income (loss) 281 193 (40) (192) 200 318 331 310 (116) (69) Financial Position Investments $6,916 $6,948 $7,599 $6,983 $7,479 $7,416 $6,649 $6,026 $4,997 $3,614 Assets 9,565 8,253 9,353 8,959 9,443 9,294 8,483 7,772 6,775 5,395 Unpaid losses and loss expenses 6,329 5,540 5,704 5,630 5,461 5,256 4,774 4,112 3,521 2,825 Operating ratios-GAAP: Loss ratio 75.6 82.4 84.3 83.0 77.3 73.3 73.0 78.1 88.6 89.4 Expense ratio 34.2 34.4 32.7 32.7 32.2 31.2 29.6 29.6 31.0 31.9 Combined ratio 109.8 116.8 117.0 115.7 109.5 104.5 102.6 107.7 119.6 121.3 Statutory Data Premiums written $2,429 $2,420 $3,032 $3,631 $3,698 $3,892 $3,845 $3,696 $3,151 $2,318 Policyholders' surplus (USF&G Company) 1,541 1,467 1,404 1,352 1,417 1,395 1,242 1,240 913 653 Operating ratios-statutory: Loss ratio 75.4 82.0 84.1 81.9 76.5 73.1 73.2 79.1 90.7 90.5 Expense ratio 33.7 34.9 33.1 32.9 32.8 31.1 30.1 29.1 30.0 31.4 Combined ratio 109.1 116.9 117.2 114.8 109.3 104.2 103.3 108.2 120.7 121.9 Policyholders' dividend ratio .3 .3 .5 .5 .6 .6 .9 .8 1.0 1.2 USF&G Company reinsures portions of its policy risks with other insurance companies or underwriters and remains contingently liable under these contracts (ceded reinsurance). In addition, it assumes policy risks from other insurance companies and through participation in pools and associations (assumed reinsurance). (Refer to the Assumed Reinsurance Category discussion on page 3 of this Report). The information presented for the property/casualty insurance segment is net of applicable reinsurance amounts. Reinsurance allows USF&G Company to obtain indemnification against losses associated with insurance contracts it has written by entering into a reinsurance contract with another insurance enterprise (the reinsurer). USF&G Company pays (cedes) an amount to the reinsurer who agrees to reimburse USF&G Company for a specified portion of any claims paid on business under the reinsured contracts. Reinsurance gives USF&G Company the ability to write certain individually large risks or groups of risks, and control its exposure to losses by ceding a portion of such large risks. USF&G Company's ceding reinsurance agreements are generally structured on a treaty basis whereby all risks meeting a certain criteria are automatically reinsured. USF&G Company may also use supplemental facultative reinsurance based on an underwriter's evaluation of characteristics of a specific insured risk. The following table summarizes the approximate extent of the company's reinsurance coverages. Coverage Risk Type Percentage Coverage Property* 90% $50 - $160 million Casualty 100 7 - 43 million Fidelity 100 2 - 50 million Surety 100 5 - 30 million Workers Compensation 100 1 - 525 million *Individual property losses are recoverable in excess of a $1 to $4 million net retention established by the underwriter. Commercial Category: Commercial coverages provide protection related to property loss, liability claims, and workers compensation benefits to businesses and other institutions. This type of insurance protects against loss from damage to the insured's covered properties and protects against legal liability for injuries to other persons or damage to their property arising from the insured's business operations. Workers compensation provides benefits to employees, as mandated by state laws, for employment-related accidents, injuries, or illnesses. Selected data for the commercial category are as follows: (dollars in millions) 1993 1992 1991 Automobile: Premiums written $ 389 $ 413 $ 499 Statutory combined ratio 87.5 96.5 106.6 General Liability: Premiums written $ 371 $ 366 $ 472 Statutory combined ratio 118.7 137.6 128.9 Property: Premiums written $ 315 $ 315 $ 349 Statutory combined ratio 101.3 115.6 109.6 Workers Compensation: Premiums written $ 164 $ 261 $ 460 Statutory combined ratio 233.8 150.0 152.5 Total Commercial: Premiums written $1,239 $1,355 $1,780 Underwriting loss* (223) (343) (455) Percent of total premiums written 51% 56% 59% GAAP Underwriting Ratios: Loss ratio 83.0 87.8 91.7 Expense ratio 35.3 35.4 32.5 Combined ratio 118.3 123.2 124.2 Statutory Underwriting Ratios: Loss ratio 83.6 86.9 91.6 Expense ratio 34.7 36.3 33.4 Combined ratio 118.3 123.2 125.0 [FN] *Reported in accordance with Generally Accepted Accounting Principles ("GAAP") Personal Category: Personal coverages for automobile and homeowners insurance include aspects of property loss and liability risks. Automobile policies cover liability to third-parties for bodily injury and property damage, and cover physical damage to the insured's own vehicle resulting from collision and various other perils. Homeowners policies protect against loss of dwellings and contents arising from a variety of perils, as well as liability arising from ownership or occupancy. Selected data for the personal category are as follows: (dollars in millions) 1993 1992 1991 Automobile: Premiums written $ 489 $ 512 $ 668 Statutory combined ratio 100.6 103.5 107.2 Homeowners: Premiums written $ 139 $ 169 $ 204 Statutory combined ratio 115.9 143.0 123.2 Other Property: Premiums written $ 25 $ 45 $ 53 Statutory combined ratio 134.5 110.0 101.9 Total Personal: Premiums written $ 653 $ 726 $ 925 Underwriting loss* (28) (110) (97) Percent of total premiums written 27% 30% 30% GAAP Underwriting Ratios: Loss ratio 70.6 80.9 80.0 Expense ratio 33.5 33.1 30.5 Combined ratio 104.1 114.0 110.5 Statutory Underwriting Ratios: Loss ratio 71.2 80.0 80.0 Expense ratio 33.9 33.2 30.4 Combined ratio 105.1 113.2 110.4 [FN] *Reported in accordance with GAAP Assumed Reinsurance Category: USF&G Company operates a separate reinsurance division which underwrites treaty reinsurance and is composed of various wholly-owned subsidiaries. The lead company in this group, F&G Re, Inc., acts as the reinsurance underwriting manager and solicits and services assumed reinsurance for USF&G Company. F&G Re, Inc., writes reinsurance in North America and in specific foreign countries (mainly in Western Europe and Japan). Reinsurance prices and conditions are not normally subject to the same state regulation applicable to the primary insurance market because reinsurers contract solely with other insurance companies. Selected data for the reinsurance category are as follows: (dollars in millions) 1993 1992 1991 Premiums written $403 $243 $211 Underwriting gain* 32 20 26 Percent of total premiums written 17% 10% 7% GAAP Underwriting Ratios: Loss ratio 66.7 75.0 40.9 Expense ratio 22.6 12.1 31.5 Combined ratio 89.3 87.1 72.4 Statutory Underwriting Ratios: Loss ratio 67.3 76.9 59.1 Expense ratio 24.6 17.0 29.9 Combined ratio 91.9 93.9 89.0 [FN] *Reported in accordance with GAAP Fidelity/Surety Category: Fidelity bonds indemnify employers against the dishonesty or default of employees in their employment. These types of bonds are written for mercantile businesses, financial institutions, and public officials. Surety bonds guarantee the performance of a principal who undertakes contractual or statutory obligations, and indemnify third-party obligees for damages caused by the principal+s failure to perform. Selected data for the fidelity/surety category are as follows: (dollars in millions) 1993 1992 1991 Fidelity: Premiums written $19 $ 18 $ 20 Statutory combined ratio 109.6 75.8 92.1 Surety: Premiums written $101 $ 91 $ 96 Statutory combined ratio 106.4 100.1 99.9 Total Fidelity/Surety: Premiums written $120 $109 $116 Underwriting gain (loss)* (8) 6 11 Percent of total premiums written 5% 4% 4% GAAP Underwriting Ratios: Loss ratio 50.2 32.3 35.5 Expense ratio 56.6 62.6 55.5 Combined ratio 106.8 94.9 91.0 Statutory Underwriting Ratios: Loss ratio 50.5 32.0 42.3 Expense ratio 56.4 64.0 56.3 Combined ratio 106.9 96.0 98.6 [FN] *Reported in accordance with GAAP 1.2b. Life Insurance Segment The life insurance segment ("F&G Life") sells many forms of annuity and life insurance products. In 1993, the segment accounted for 14 percent of the Corporation's total revenues and 34 percent of its total assets. Selected financial data for the life insurance segment are as follows: (dollars in millions) 1993 1992 1991 1990 1989 1988 1987 1986 1985 1984 Operating Results Premium income $ 129 $ 104 $ 169 $ 186 $ 165 $ 178 $ 133 $ 79 $ 67 $ 58 Net investment income 321 349 370 348 273 159 88 67 50 39 Net income (loss) 10 (5) 31 (16) 31 14 37 20 27 18 Life Insurance Sales Annuities $ 162 $ 93 $ 195 $ 972 $ 872 $ 930 $ 198 $ 47 $ 88 $ 56 Permanent 4 9 12 17 20 106 51 10 9 7 Term and group 2 2 2 5 6 9 6 6 6 6 Total $ 168 $ 104 $ 209 $ 994 $ 898 $ 1,045 $ 255 $ 63 $ 103 $ 69 Financial Position Investments $ 4,540 $ 4,512 $ 4,672 $ 4,308 $ 3,372 $ 2,240 $ 1,086 $ 707 $ 535 $ 403 Assets 4,848 4,856 5,012 4,721 3,645 2,471 1,194 784 607 468 Policy benefit reserves 3,973 3,896 3,773 3,924 2,838 1,875 795 501 402 282 Statutory surplus 316 310 283 254 245 169 107 82 56 53 Life Insurance In Force Permanent $ 6,733 $ 6,769 $ 6,937 $ 7,014 $ 6,038 $ 4,930 $ 3,979 $ 3,035 $ 2,228 $ 1,613 Term 5,347 5,549 5,854 6,463 6,438 6,603 6,579 6,648 6,338 6,009 Group 30 42 586 4,373 4,605 4,058 2,834 2,687 2,737 2,695 Total $12,110 $12,360 $13,377 $17,850 $17,081 $15,591 $13,392 $12,370 $11,303 $10,317 F&G Life Products: Life insurance and annuity sales (premiums and deposits) by product type are as follows: (in millions) 1993 1992 1991 Structured settlement annuities $ 66 $ 37 $ 71 Single premium deferred annuities 44 33 70 Tax-sheltered annuities 35 - - Other annuities 17 23 54 Life insurance 6 11 14 Total $168 $104 $209 Single-premium deferred annuities ("SPDAs") offer the owner the option of receiving a lump sum distribution at a future date or a series of fixed payments over a specified period. Tax-sheltered annuity ("TSA") products, which provide retirement income, are a type of deferred annuity. Other annuities consist of single-premium immediate annuities ("SPIAs"), which provide for payments that begin within one year after the sale and continue over a fixed period or an individual's lifetime. Structured settlements are immediate annuities principally sold through the property/casualty company in settlement of insurance claims. Other insurance products include recurring and single premium universal life and term insurance that generally provide a fixed benefit upon the death of the insured. These products were sold on an individual and group basis. However, F&G Life sold its group life business in 1991. Universal life insurance provides a death benefit for the life of the insured and accumulates cash values to which interest is credited. Term life insurance provides a fixed death benefit if the insured dies during the contractual period. Universal life products, which represent all the permanent life insurance sales in 1993 through 1991, and have been the majority of permanent life insurance sales since 1988, also include a cash value component that is credited with interest at competitive rates. The interest rates are applied to premiums for one year from receipt; new rates are declared quarterly on recurring premium policies and semi-monthly on single premium policies. Universal life cash values are charged for the cost of life insurance coverage and for administrative expenses. Additional information on the life insurance segment's products is discussed on pages 42 and 43 in Management's Discussion and Analysis to Consolidated Financial Statements. 1.2c. Parent and Noninsurance Operations Selected financial data for the parent company and noninsurance operations are as follows: (in millions) 1993 1992 1991 Revenues before realized gains (losses): Management consulting $ 32 $ 30 $ 36 Oil and gas - 19 23 Other noninsurance investments 10 4 8 Parent and other 8 14 8 Total revenues before realized gains (losses) $ 50 $ 67 $ 75 Parent company expenses: Interest expense $ (37) $ (35) $ (42) Unallocated expense, net (35) (34) (20) Noninsurance losses: Management consulting (2) (4) (2) Oil and gas - (18) (17) Other noninsurance investments (9) (13) (22) Realized losses on investments (45) (50) (37) Restructuring charges - (2) (6) Loss from discontinued operations - (7) (23) Other 2 3 2 Total parent/noninsurance net loss $(126) $(160) $(167) The parent company performs corporate functions including managing the capital requirements of the Corporation and its subsidiaries. The noninsurance operations include management consulting services, asset management services, and discontinued operations. As a result of restructuring, there were no oil and gas operating losses in 1993. During 1992, the investment in oil and gas properties was merged with another oil and gas exploration and production company. Discontinued operations included certain investment management, leasing, marketing, and travel services, and other operations. 1.3. Distribution Systems The Corporation's subsidiaries market a full range of property/ casualty insurance and life insurance products. Property/Casualty Insurance: USF&G Company's products have been sold exclusively by independent agents since its founding in 1896. Independent agents generally represent multiple insurance companies. USF&G Company's products are sold through approximately 3,900 independent agencies in the United States on a commission basis. USF&G Corporation Part 1 During 1992, USF&G Company initiated the implementation of a regionalization strategy to enhance marketing and underwriting operations. Five regions have been established to improve marketing effectiveness and further streamline branch operations. In addition, product and market strategic business units have been formed to implement highly focused strategies targeted at the most attractive market segments. USF&G Company maintains 5 regional offices and 30 branch offices to service its independent agents and policyholders. The regional offices are located in the Northeast, Southeast, Midwest, and Western areas, and in Mississippi. The branch offices are located throughout the United States. These offices support the administration of underwriting standards, the delivery of policies, and the supervision of the company's claim offices. Life Insurance: F&G Life's sales by distribution system are as follows: (in millions) 1993 1992 1991 Direct-structured settlement annuities $ 66 $ 37 $ 71 Independent agencies/insurance brokers 60 60 76 National wholesaler - TSA 35 - - Member firm/financial institutions 7 7 62 Total $168 $104 $209 Structured settlements are annuities sold predominately through the property/casualty company in settlement of certain of its insurance claims. Tax-sheltered annuities are sold through a national wholesale distribution network primarily to teachers. SPDAs are sold primarily through independent agents and insurance brokers. Prior to 1992, most SPDAs were sold through securities brokerage firms (member firm and other financial institutions). 1.4. Competition Property/Casualty Insurance: The property/casualty insurance industry is highly competitive with about 3,000 companies nationwide. These insurers are not only stock companies but also mutual companies and other underwriting organizations. USF&G Company ranked 21st in the industry based on 1992 statutory net premiums written and 23rd based on 1992 statutory policyholders' surplus. USF&G Company competes with other property/ casualty insurance companies whose products are distributed through national, regional and local independent agencies, direct sales and brokers. Consumers may also use self-insurance, which includes captive insurance subsidiaries. Pricing is a primary means of competition in the property/casualty industry. The industry is currently in a period of significant price competition, which adversely affects USF&G Company's profitability. Availability and quality of products, quality and speed of service (including claims service), financial strength, distribution systems and technical expertise are also important elements of competition. In personal and other lines offered by USF&G Company, significant price competition is experienced from direct-writing companies that do not use independent agents and generally have lower policy acquisition costs. Life Insurance: The Corporation's life insurance subsidiaries operate in a competitive environment, with approximately 2,000 companies in the industry including stock and mutual companies. F&G Life ranked 74th in the United States based on 1992 statutory assets and 93rd based on 1992 statutory capital and surplus. In the life insurance industry, interest crediting rates, policy features, financial stability and service quality are important competitive factors. F&G Life's products compete not only with those offered by other life insurance companies, but also with other income accumulation-oriented products offered by other financial institutions. F&G Life has experienced considerable competitive pressure in recent periods as a result of its relatively lower credit ratings. Competitive pressures for agency business also have intensified in recent years because of an increase in the variety of products available in the market and efforts of competitors to expand their market shares. Premium Rates: Most states have laws requiring that rate schedules and other information be filed with a regulatory authority for substantially all property, casualty, and surety lines. Some states permit insurers to use rates without prior regulatory approval whereas other states prohibit implementation of new rates without such approval. The authority may disapprove a filing if it finds that the rates are inadequate, excessive, or unfairly discriminatory. Rates are not necessarily uniform for all insurers. In states that require prior approval of rates, regulators usually require the submission of historical data to justify rate increases and, accordingly, there is often a time lag between identifying the need for rate increases and securing such increases. The effect of this lag is particularly severe in times of rising claims and inflation. Rates for life insurance are generally not regulated. 1.5. Investments Investing the net cash flows from operations is a major aspect of the property/casualty and life insurance businesses. The components of the Corporation's investment portfolio and investment performance are discussed on pages 45 through 49, and 65 through 67 of the 1993 Annual Report to Shareholders incorporated herein by reference. 1.6. Property/Casualty Loss Reserves 1.6a. General The reserve liabilities for property/casualty losses and loss adjustment expenses ("LAE") represent estimates of the ultimate net cost of all unpaid losses and loss adjustment expenses incurred through December 31 of each year. The reserves are determined using adjusters' individual case estimates and actuarially based statistical projections. USF&G Company's estimates of losses for reported claims are established judgmentally on an individual case basis. Such estimates are based on a claim adjuster's particular expertise with the type of risk involved and knowledge of circumstances surrounding the individual claims. These estimates are reviewed on a regular basis and updated as additional facts become known. The reserves derived from statistical projections are subject to the effects of trends in claim severity and frequency. Statistical projections are employed in three specific areas: 1) to calculate bulk reserves for incurred but not reported ("IBNR") losses and provide for development of case basis loss reserves; 2) to calculate allocated LAE reserves; and 3) to calculate unallocated LAE reserves. IBNR and Case Development Reserves: USF&G Company's estimates of IBNR and case development reserves are derived from analyses of historical patterns of development of paid and reported losses by accident year for each line of business. The loss projection procedures used in this analysis contain explicit provisions for quantifying the effect of inflation on loss payments expected to be made in the future. This process relies on the basic assumption that past experience adjusted for the effect of current developments and likely trends is an appropriate basis for predicting future events. Allocated LAE: USF&G Company's estimates of unpaid LAE are based on analyses of the long-term relationship of projected ultimate LAE to projected ultimate losses for each line of business. By using incurred losses as a base, inflation assumptions applicable to loss reserves apply equally to allocated expense reserves. Unallocated LAE: Unallocated LAE reserves are based on historical relationships of paid unallocated expenses to paid losses. As with allocated LAE, the inflation assumptions applicable to loss reserves are presumed to apply equally to unallocated expense reserves. The process of estimating the liability for unpaid losses and LAE is inherently judgmental. The process is influenced by factors which are subject to significant variation. Possible sources of variation include changing rates of inflation (particularly medical cost inflation) as well as changes in other economic conditions, the legal system and internal claims settlement practices, among other variables. In many cases significant periods of time may lapse between the occurrence of an insured event, the reporting of a claim to USF&G Company and USF&G Company's final settlement of the claim. More than 45 percent of USF&G Company's loss and LAE reserves are provided for claims which have been incurred but not reported and for future development on reported claims. While USF&G Company reports a single amount as the estimate for unpaid loss and LAE as of each valuation date, the reported reserves should be considered the best estimate from a range of possible outcomes. It is unlikely that future losses and LAE will develop exactly as projected and may in fact vary significantly from projections. These estimates are continually reviewed and updated as experience develops and new information becomes known. Any resulting adjustments are reflected in current operating results. 1.6b. Discounted Loss Reserves The reserves for permanent-total disability benefits and long-term medical care benefits under workers compensation insurance are discounted at rates of interest generally ranging from 3 percent to 5 percent. The carrying amount of such workers compensation reserves, net of reinsurance and net of discount, was $1.75 billion, $1.80 billion, and $1.85 billion at December 31, 1993, 1992, and 1991, respectively. The discount is amortized over the expected lifetimes of the claimants. Discounted reserves come from three sources: reserves assumed from the Workers Compensation Reinsurance Bureau (WCRB), reserves assumed from residual market pools, and reserves for USF&G Company's net retained business. WCRB is a voluntary association of primary workers compensation insurers formed for the purpose of providing excess of loss reinsurance to its members. At the end of 1993, a significant portion of USF&G Company's reinsurance treaty with WCRB was commuted. A large body of claims, previously ceded to WCRB and then retroceded to WCRB member companies in proportion to relative premium volume, is now retained directly by USF&G Company. The reduction in USF&G Company's ceded reserves is offset by a corresponding reduction in reserves assumed from WCRB. Prior to this commutation, WCRB was the main source of discount, utilizing a rate of 5 percent. Concurrently with the commutation, the discount rate on the remaining portion of reserves assumed from WCRB was reduced from 5 percent to 4 percent to comply with discount rate limitations prescribed by state regulators. The following table shows the changes in estimates of the workers compensation discount. (in millions) 1993 1992 1991 Estimated discount, January 1 $680 $683 $631 Estimated (reduction) additional discount accrued (138) 29 73 Less estimated discount amortized 34 32 21 Estimated discount, December 31 $508 $680 $683 The source of the negative discount in 1993 results from the WCRB commutation and the concurrent reduction in discount rates. Additionally, the discount was reduced by a redistribution of reserves to states and re-apportionment on reserves assumed from residual market pools. 1.6c. Roll-Forward of Liability for Loss and Loss Adjustment Expenses The following table reconciles the changes in loss and LAE reserves for the years presented. (in millions) 1993 1992 1991 Reserve at beginning of year $5,540 $5,704 $5,630 Incurred for claims occurring during: Current year 1,696 2,010 2,416 Prior years 62 78 129 Total incurred 1,758 2,088 2,545 Payments for claims occurring during: Current year 562 684 821 Prior years 1,460 1,568 1,650 Total paid 2,022 2,252 2,471 Total reserve at end of year, net $5,276 $5,540 $5,704 Reinsurance receivable 1,053 Total reserve at end of year, gross $6,329 1.6d. Analysis of Loss and Loss Adjustment Expense Reserve Development The following table shows property/casualty loss reserves as recorded in the indicated years and subsequent payments made with respect to such reserves and re-estimates of such reserves. The top line shows the estimated liability that was recorded at the end of each of the indicated years for all current and prior year unpaid losses and LAE. The upper portion of the table shows the cumulative amount subsequently paid in succeeding years. The lower portion of the table shows re-estimates of the original recorded reserve as of the end of each successive year. Such re-estimations result from development of additional facts and circumstances pertaining to unsettled claims. The bottom line shows the deficiency for each year and represents the dollar amount of the cumulative change through 1993 that is attributable to the original recorded reserve for each prior year. Such change has been reflected in income of subsequent years. The columns in the table below are cumulative. For example, the deficiency related to losses settled in 1993 but incurred in 1983 and prior years would be included in the cumulative deficiency amounts for 1983 through 1992, but the re-estimation of such losses would have affected income for 1993 only. Conditions and trends that have affected reserve development in the past may change and may not necessarily occur in the future. Therefore, care should be exercised in extrapolating future reserve redundancies or deficiencies from such development. Analysis of Loss and Loss Adjustment Expense Reserve Development At December 31 (in millions) 1983 1984 1985 1986 1987 1988 1989 1990 1991 1992 1993 Liability for Unpaid losses and LAE $2,352 $2,817 $3,510 $4,089 $4,741 $5,204 $5,461 $5,630 $5,704 $5,540 $5,276 Cumulative paid as of: One year later 845 1,027 1,251 1,347 1,373 1,537 1,719 1,650 1,568 1,460 Two years later 1,354 1,659 2,040 2,163 2,256 2,611 2,789 2,740 2,524 - Three years later 1,737 2,131 2,557 2,777 3,030 3,347 3,587 3,411 - - Four years later 2,040 2,451 2,971 3,313 3,548 3,935 4,049 - - - Five years later 2,246 2,708 3,362 3,639 3,990 4,261 - - - - Six years later 2,415 2,947 3,595 3,863 4,237 - - - - - Seven years later 2,592 3,112 3,759 4,055 - - - - - - Eight years later 2,691 3,243 3,918 - - - - - - - Nine years later 2,778 3,368 - - - - - - - - Ten years later 2,874 - - - - - - - - - Liability reestimated: One year later 2,479 3,131 3,696 4,208 4,881 5,233 5,673 5,759 5,782 5,602 Two years later 2,655 3,249 3,914 4,443 4,941 5,481 5,794 5,899 5,911 - Three years later 2,719 3,384 4,168 4,585 5,107 5,562 5,954 6,143 - - Four years later 2,818 3,563 4,341 4,721 5,285 5,757 6,239 - - - Five years later 2,944 3,696 4,457 4,916 5,440 6,025 - - - - Six years later 3,049 3,778 4,631 5,048 5,698 - - - - - Seven years later 3,118 3,932 4,743 5,278 - - - - - - Eight years later 3,243 4,039 4,954 - - - - - - - Nine years later 3,330 4,220 - - - - - - - - Ten years later 3,475 - - - - - - - - - Cumulative deficiency $(1,123) $(1,403) $(1,444) $(1,189) $ (957) $ (821) $ (778) $ (513) $ (207) $ (62) Certain reserves are recorded on a discounted basis to reflect the value of timing differences between the recording of reserves and subsequent payment. The amortization of that discount is included in the reserve deficiencies shown above. The preceding table shows a $62 million increase in prior year incurred losses representing current year adjustments to loss reserves recorded in prior years. Such increase reflected changes based on additional data and experience in the evaluation of ultimate expected costs associated with prior year exposures. The increase is primarily attributable to strengthening of the unallocated loss expense reserve for voluntary and servicing carrier business. In addition, as shown in the workers compensation discount table, $34 million of amortized discount in 1993 will contribute to the increase in prior year incurred losses. Effect of Reserve Reestimations on Calendar Year Operations (increase) decrease in reserves Total by Accident (in millions) 1984 1985 1986 1987 1988 1989 1990 1991 1992 1993 Year Accident Years 1983 & Prior $(127) $(176) $(64) $(99) $(126) $(105) $(69) $(125) $(87) $(145) $(1,123) 1984 - (138) (54) (36) (53) (28) (13) (29) (20) (36) (407) 1985 - - (68) (83) (75) (40) (34) (21) (5) (30) (356) 1986 - - - 99 19 31 (20) (20) (20) (19) 70 1987 - - - - 95 82 (30) 17 (23) (28) 113 1988 - - - - - 31 (82) 97 (40) (10) (4) 1989 - - - - - - 36 (40) 35 (17) 14 1990 - - - - - - - (7) 21 41 55 1991 - - - - - - - - 61 115 176 1992 - - - - - - - - - 67 67 Total by calendar year $(127) $(314) $(186) $(119) $(140) $(29) $(212) $(128) $(78) $(62) $(1,395) In the table above, each column total shows reserve re-estimates made in the indicated calendar year and details the accident year to which the re-estimates apply. Cumulative reserves have generally developed favorably for accident years from 1986 to 1992. Adverse development on accident years prior to 1986 results primarily from the continued reevaluation of data in the general liability and workers compensation lines of business. Acquisition of additional data, more refined data segments and enhancements in reserve evaluation techniques have resulted in an increase in the provision for losses and loss adjustment expenses in those accident years. 1.6e. Loss Portfolio Transfers Also included in the table "Analysis of Loss and Loss Adjustment Expense Development" are various loss portfolio transfer transactions. These transactions are reinsurance contracts that do not involve the same type of risk as traditional reinsurance. In a loss portfolio reinsurance contract, USF&G Company assumes another insurer's outstanding loss reserves for a price equal to their discounted value plus a fee. These contracts generally provide for fixed loss payments at specified future dates. The financial risk involved is whether the investment income earned on the cash received will cover the discount associated with the losses assumed. This financial risk is controlled by the Corporation's asset/liability management techniques, which involve matching the maturities of the investment portfolio to expected patterns of future claim and benefit payments. Loss portfolio transfers have had no impact on reported reserve deficiencies and no future loss development, either adverse or favorable, is anticipated. Loss portfolio transfers included in outstanding reserves were as follows: (in millions) 1993 $110 1992 123 1991 279 1990 324 1989 397 1988 394 1987 355 1986 241 1.6f. Structured Settlements Structured settlements represent the settlement of claims through the purchase of annuities. While they result in accelerated claim payments, structured settlements generally reduce the ultimate amount of claims paid. Structured settlements are used primarily in the third-party liability and workers compensation lines of business. These types of settlements were not used extensively on liability lines until 1985. Their use was extended to workers compensation claims in 1987. The number of such settlements has grown steadily and they appear to be having an impact on claim payment patterns. USF&G Company has developed procedures to ensure that the impact of structured settlements is given appropriate recognition in estimating ultimate reserve liabilities. 1.6g. Reconciliation of Liability for Loss and Loss Adjustment Expenses from SAP to GAAP The following table presents the differences between property/ casualty insurance claim reserves reported in the Consolidated Financial Statements in accordance with generally accepted accounting principles ("GAAP"), and the consolidated annual statement filed with state insurance departments in accordance with statutory accounting practices ("SAP"): At December 31 (in millions) 1993 1992 1991 SAP basis property/casualty reserves $ 4,961 $5,361 $5,417 Reserves of foreign subsidiaries (consolidated for GAAP but not SAP) 315 240 355 Estimated salvage and subrogation recoveries (primarily on property and surety lines, cash basis for SAP but accrual basis for GAAP), plus other immaterial items - (61) (68) GAAP basis property/casualty reserves, net 5,276 5,540 5,704 Reinsurance receivable 1,053 GAAP basis property/casualty reserves, gross 6,329 Reserves of life insurance subsidiaries, net 3,969 3,896 3,773 Reinsurance receivable 4 Reserves of life insurance subsidiaries, gross 3,973 Total liability on GAAP basis $10,302 $9,436 $9,477 1.7. Life Benefit Reserves Ordinary life insurance future policy benefit reserves are computed under the net level premium method using assumptions for future investment yields, mortality, and withdrawal rates. These assumptions reflect F&G Life's experience, modified to reflect anticipated trends, and provide for possible adverse deviation. Reserve interest rate assumptions are graded and range from 4.25 percent to 8.25 percent. Universal life and annuity reserves are computed on the retrospective deposit method, which produces reserves equal to the cash value of the contracts. Such reserves are not reduced for charges that would be deducted from the cash value of policies surrendered. Reserves on single premium annuities with guaranteed payments are computed on the prospective deposit method, which produces reserves equal to the present value of future benefit payments. The table below shows F&G Life's benefit reserves by policy type. At December 31 (in millions) 1993 1992 1991 Single premium annuities: Deferred $2,138 $2,077 $1,996 Immediate 815 788 790 Other annuities 462 508 500 Universal life/term/group life 554 523 487 Total, net $3,969 $3,896 $3,773 Reinsurance receivable 4 Total, gross $3,973 1.8. Geographical Distribution The risks insured by the Corporation's insurance subsidiaries are geographically diversified primarily throughout the United States. Reinsurance risks are incurred throughout North America and specific foreign countries (mainly in Western Europe and Japan). The products marketed by the Corporation's management consulting subsidiary, a part of noninsurance operations, are distributed throughout the world. Total assets and revenues of foreign operations are not material. The tables below show the composition of statutory voluntary direct premiums written for the Corporation's property/casualty operations and statutory premium income of its life insurance operations by region for the year ended 1993. Property/Casualty Voluntary Direct Premiums Written Northeast 28% Southeast 25 Midwest 22 West 17 Mississippi 8 Total 100% Life Statutory Premium Income Northeast 46% South 17 Northwest 15 Midwest 12 Southwest 10 Total 100% USF&G Corporation Part 1 1.9. Executive Officers of the Registrant Name Age Positions and Office with Registrant or Significant Subsidiaries Norman P. Blake, Jr. 52 Chairman of the Board, President, Chief Executive Officer, and Director Glenn W. Anderson 41 Executive Vice President-Commercial Lines Gary C. Dunton 38 Executive Vice President-Field Operations Dan L. Hale 49 Executive Vice President-Chief Financial Officer Kenneth E. Cihiy 47 Senior Vice President-Claims Thomas K. Lewis, Jr. 41 Senior Vice President-Chief Information Officer John A. MacColl 45 Senior Vice President-General Counsel and Assistant Secretary Amy P. Marks 37 Senior Vice President-Human Resources Richard J. Potter 48 Senior Vice President-Personal Lines Andrew A. Stern 36 Senior Vice President-Strategic Planning and Corporate Marketing John C. Sweeney 49 Senior Vice President-Chief Investment Officer All persons in the preceding table are officers of the Registrant except Glenn W. Anderson, Kenneth E. Cihiy, and Gary C. Dunton, who are executive officers of United States Fidelity and Guaranty Company (a wholly owned subsidiary of the Registrant). Mr. Anderson was Vice President of Strategic Target Marketing with Fireman's Fund Insurance Company, a domestic insurance company, and joined the Corporation in December 1992. Mr. Blake was Chairman and Chief Executive Officer of Heller International Corporation, a world-wide commercial financial services organization, and joined the Corporation in November 1990. Mr. Cihiy was Resident Vice President of Sacramento Field Operations with Aetna Life and Casualty Company, an insurance and financial services company, and joined the Corporation in May 1993. Mr. Dunton was Vice President and Division Manager of Standard Lines with Aetna Life and Casualty Company and joined the Corporation in December 1992. Mr. Hale was President and Chief Executive Officer of Chase Manhattan Leasing Company, an international leasing company, and joined the Corporation in February 1991. Mr. Lewis was Vice President and General Manager for Europe, Middle East, and Africa for Seer Technologies, a joint venture of CS First Boston and IBM, and joined the Corporation in November 1993. Mr. MacColl was previously a partner in the Baltimore office of the law firm of Piper and Marbury, and joined the Corporation in January 1989. Ms. Marks was Senior Engagement Manager with McKinsey & Company, a national business consulting firm, and joined the Corporation in January 1992. Mr. Potter was President of Credit Life Insurance Company before its merger with Aon Corporation, a diversified insurance holding company, and joined the Corporation in February 1991. Mr. Stern was Partner and Vice President of Booz Allen & Hamilton, a national business consulting firm, and joined the Corporation in May 1993. Mr. Sweeney was a Principal and Practice Director with Towers Perrin, an asset management and consulting company, and joined the Corporation in November 1992. Item 2. Business Properties Real estate owned and used in the regular conduct of business consists of 12 business properties located in various cities throughout the United States. The Corporation's Mount Washington Center, located in Baltimore, Maryland, is the principal owned property. This is the headquarters for the life insurance operations, and the location of the information systems and training and development complexes. In addition, the Corporation leases approximately 120 offices in various cities in the regular course of business. See Note 5 of Notes to the Consolidated Financial Statements. The principal leased property is a 40-story home office building in Baltimore, Maryland, sold in 1984 and leased back by the Corporation. Item 3. Legal Proceedings The Corporation's insurance subsidiaries are routinely engaged in litigation in the normal course of their business, including defending claims for punitive damages. As a liability insurer, they defend third-party claims brought against their insureds. As an insurer, they defend themselves against coverage claims. In the opinion of management the litigation described herein is not expected to have a material adverse effect on USF&G Corporation's consolidated financial position, although it is possible that the results of operations in a particular quarter or annual period would be materially affected by an unfavorable outcome. 3.1. Shareholder Class Action Suits During 1990 and 1991, twelve class action complaints were filed against the Corporation in the United States District Court for the District of Maryland and the United States District Court for the Eastern District of Pennsylvania. The Corporation moved to dismiss all twelve complaints. The complaints refer to the Corporation's public announcement on November 7, 1990, concerning a reduction in its dividend and related matters. All class action suits were consolidated for all purposes, under the caption IN RE USF&G CORPORATION SECURITIES LITIGATION in the United States District Court for the District of Maryland. By an order dated February 11, 1993, the court dismissed eleven of the class action complaints and on April 23, 1993, the court dismissed the remaining action. The plaintiffs have appealed these rulings and on January 6, 1994, the Fourth Circuit of Appeals affirmed the dismissal of all twelve suits. The plaintiffs have not yet indicated whether they will seek review from the United States Supreme Court. While the outcome cannot be predicted with any certainty, management believes the lawsuits are without merit and the outcome is unlikely to have a material adverse effect on the Corporation's financial position. 3.2. Maine "Fresh Start" litigation. In 1987, the State of Maine adopted workers compensation reform legislation which was intended to rectify historic rate inadequacies and encourage insurance companies to reenter the Maine voluntary workers compensation market. This legislation, which was popularly known as "Fresh Start," required the Maine Superintendent of Insurance to annually determine whether the premiums collected for policies written in the involuntary market and related investment income were adequate on a policy-year basis. The Superintendent was required to assess a surcharge on policies written in later policy years if it was determined that rates were inadequate. Assessments were to be borne by workers compensation policyholders, except that for policy years beginning in 1989 the Superintendent could require insurance carriers to absorb up to 50 percent of any deficits if the Superintendent found that insurance carriers failed to make good faith efforts to expand the voluntary market and depopulate the residual market. Insurance carriers which served as servicing carriers for the involuntary market would be obligated to pay 90 percent of the insurance industry's share. The Maine Fresh Start statute requires the Superintendent to annually estimate each year's deficit for seven years before making a final determination with respect to that year. In March 1993, the Superintendent affirmed a prior Decision and Order (known as "1992 Fresh Start Order") in which he, among other things, found that there were deficits for the 1988, 1989, and 1990 policy years, and that insurance carriers had not made a good faith effort to expand the voluntary market and consequently were required to bear 50 percent of any deficits relating to the 1989 and 1990 policy years. The Superintendent further found that a portion of these deficits were attributable to servicing carrier inefficiencies and poor investment practices and ordered that these costs be absorbed by insurance carriers. Also, in May 1993 the Superintendent found that insurance carriers would be liable for 50 percent of any deficits relating to the 1991 policy year (the "1993 Fresh Start Order"), but indicated that he would make no further determinations regarding the portions of any deficits attributable to alleged servicing carrier inefficiencies and poor investment practices until his authority to make such determinations was clarified in the various suits involving prior Fresh Start orders. USF&G Company was a servicing carrier for the Maine residual market in 1988, 1989, 1990, and 1991. The Corporation withdrew from the Maine voluntary market and as a servicing carrier effective December 31, 1991. The Corporation has joined in an appeal of the 1992 Fresh Start Order which was filed April 5, 1993, in a case captioned THE HARTFORD ACCIDENT AND INDEMNITY COMPANY, ET AL., V. SUPERINTENDENT OF INSURANCE filed in Superior Court, State of Maine, Kennebec. In addition to The Hartford Accident and Indemnity Company and USF&G Company, the National Council of Compensation Insurance ("NCCI") and seven other insurance companies which were servicing carriers during this time frame have instituted similar appeals. These appeals will be heard on a consolidated basis, in a case captioned, NATIONAL COUNCIL OF COMPENSATION INSURANCE, ET AL., V. ATCHINSON. USF&G Company is seeking, among other things, to have the court set aside the Superintendent's findings that the industry did not make a good faith effort to expand the voluntary market and is responsible for deficiencies resulting from alleged poor servicing and investments. Similar appeals of the Superintendent's 1993 Fresh Start Order have been filed by USF&G Company, the NCCI, and several other servicing carriers in the same court. The appeals of the 1993 Fresh Start Order will be heard on a consolidated basis in a case captioned THE NATIONAL COUNCIL OF COMPENSATION INSURANCE, ET AL., V. ATCHINSON. Estimates of the potential deficits vary widely and are continuously revised as loss and claims data matures. If the Superintendent were to prevail on all issues, then the range of liability for USF&G Company, based on the most recent estimates provided by the Superintendent and the NCCI, respectively, could range from approximately $12 million to approximately $19 million. However, USF&G Company believes that it has meritorious defenses and has determined to defend the actions vigorously. 3.3. Arkansas Servicing Carrier Litigation On September 14, 1993, Interstate Contractors, Inc. and two other Arkansas corporations filed a class action in the U.S. District Court for the Eastern District of Arkansas, Little Rock, against the National Council on Compensation Insurance ("NCCI"), USF&G and ten other insurance companies which served as servicing carriers for the Arkansas involuntary workers compensation market. The case, which is captioned INTERSTATE CONTRACTORS, INC., ET AL. V. NATIONAL COUNCIL ON COMPENSATION INSURANCE, ET AL., alleges that the defendants failed to provide safety and loss control services, claim management services, and assistance in moving insureds from the involuntary market to the voluntary market. The plaintiffs are pursuing their claims under various legal theories, including breach of contract, breach of fiduciary duty, and negligence. The plaintiffs seek unspecified compensatory damages based on the premiums attributable to services allegedly not performed and damages allegedly incurred as a result of the alleged failure to provide such services. USF&G Company believes that it has meritorious defenses and has determined to defend the action vigorously. Management believes that it is unlikely such claims will have a material adverse effect on USF&G Corporation's financial position. 3.4. North Carolina workers compensation Litigation On November 24, 1993, N.C. Steel, Inc. and six other North Carolina employers filed a class action in the General Court of Justice, Superior Court Division, Wake County, North Carolina, against the NCCI, North Carolina Rate Bureau, USF&G Company and eleven other insurance companies which served as servicing carriers for the North Carolina involuntary workers compensation market. On January 20, 1994, the plaintiffs filed an amended complaint seeking to certify a class of all employers who purchased workers compensation insurance in the State of North Carolina after November 24, 1989. The amended complaint, which is captioned N.C. STEEL INC. ET AL., V. NATIONAL COUNCIL ON COMPENSATION INSURANCE, ET AL., alleges that the defendants conspired to suppress competition with respect to the North Carolina voluntary and involuntary workers compensation business, thereby artificially inflating the rates in such markets and the fees payable to the insurers. The complaint also alleges that the carriers agreed to improperly deny qualified companies from acting as servicing carriers, improperly encouraged agents to place employers in the assigned risk pool, and improperly promoted inefficient claims handling. USF&G Company has acted as a servicing carrier in North Carolina since 1990. The plaintiffs are pursuing their claims under various legal theories, including violations of the North Carolina antitrust laws, unlawful conspiracy, breach of fiduciary duty, breach of implied covenant of good faith and fair dealing, unfair competition, constructive fraud, and unfair and deceptive trade practices. The plaintiffs seek unspecified compensatory damages, punitive damages for the alleged construction fraud, and treble damages under the North Carolina antitrust laws. USF&G Company believes that it has meritorious defenses and has determined to defend the action vigorously. Management believes that it is unlikely such claims will have a material adverse effect on USF&G Corporation's financial position. 3.5. Proposition 103 In November 1988, California voters passed Proposition 103, which required insurers doing business in that state to rollback property/ casualty premium prices in effect between November 1988 and November 1989 to 1987 levels, less an additional 20 percent discount, unless an insurer could establish that such rate levels threatened its solvency. As a result of a court challenge, the California Supreme Court ruled in May 1989 that an insurer does not have to face insolvency in order to qualify for exemption from the rollback requirements and is entitled to a "fair and reasonable return." Significant controversy has surrounded the numerous regulations proposed by the California Insurance Department, which would be used to determine whether rate rollbacks and premium refunds are required by insurers. Some of the Insurance Department's proposals were disapproved by the California Office of Administrative Law ("OAL"), which is responsible for the review and approval of such regulations. The most recent regulations proposed by the Insurance Department have not yet been reviewed by the OAL, pending a recent court challenge by various insurers to the Department's authority to issue such regulations. On February 25, 1993, the trial judge presiding over that court challenge voided substantial parts of the regulations proposed by the Insurance Department. The court held that the Insurance Department's regulations exceeded the Department's authority by setting rates based upon an across-the-board formula. The court indicated that rates and what constitutes a reasonable return would have to be determined individually for each insurer and that the Department's authority was to approve or disapprove rates proposed by insurers rather than setting rates which cannot vary from a prescribed formula. An appeal is currently pending before the California Supreme Court. During 1989, less than five percent of USF&G's total premiums were written in the State of California. USF&G believes that the returns it received, both during and since the one-year rollback period, have not exceeded the "fair and reasonable return" standard. Additionally, based on the long history of events and the significant uncertainty about the Insurance Department's regulations, management does not believe it is probable that the revenue recognized during the rollback period will be subject to a material refund. Management believes that no premium refund should be required for any period after November 8, 1988, but that any rate rollbacks and premium refunds, if ultimately required, would not have a material adverse effect on USF&G Corporation's financial position. Item 4. Submission of Matters to a Vote of Security Holders There were no matters submitted to a vote of security holders, through the solicitation of proxies or otherwise, during the fourth quarter of 1993. USF&G Corporation Part II Item 5. Market for Registrant's Common Equity and Related Shareholder Matters Market and dividend information for the Corporation's common stock on page 88 of the Annual Report to Shareholders for 1993 is incorporated herein by reference. Item 6. Selected Financial Data Selected financial data of the Corporation on pages 56 and 57 of the Annual Report to Shareholders for 1993 is incorporated herein by reference. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Management's Discussion and Analysis on pages 34 through 55 of the Annual Report to Shareholders for 1993 is incorporated herein by reference. Item 8. Financial Statements and Supplementary Data The consolidated financial statements of the Corporation and notes to such financial statements on pages 58 through 82 of the Annual Report to Shareholders for 1993 are incorporated herein by reference. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Not applicable. USF&G Corporation Part III Item 10. Executive Officers and Directors of the Registrant Information regarding the Corporation's executive officers can be found on page 12 of this Form 10-K. Information regarding the Corporation's directors is incorporated herein by reference to the Election of Directors section of the Corporation's definitive proxy statement for its annual meeting of shareholders to be held May 4, 1994. Item 11. Executive Compensation See the Compensation of Executive Officers and Directors section of the Corporation's definitive proxy statement for its annual meeting of shareholders to be held May 4, 1994, which is incorporated herein by reference. To the best of the Corporation's knowledge, there were no late filings under Section 16(a) of the Securities Exchange Act of 1934. Item 12. Security Ownership of Certain Beneficial Owners and Management See the Stock Ownership of Certain Beneficial Owners, Directors and Management section of the Corporation's definitive proxy statement for its annual meeting of shareholders to be held May 4, 1994, which is incorporated herein by reference. Item 13. Certain Relationships and Related Transactions See the Other Information-Certain Business Relationships section of the Corporation's definitive proxy statement for its annual meeting of shareholders to be held May 4, 1994, which is incorporated herein by reference. USF&G Corporation Part IV Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K (a) (1) Financial Statements The following consolidated financial statements of USF&G Corporation and its subsidiaries, included in the annual report of the registrant to its shareholders for the year ended December 31, 1993, are incorporated by reference in Item 8: Consolidated Statement of Operations Consolidated Statement of Financial Position Consolidated Statement of Cash Flows Consolidated Statement of Shareholders' Equity Notes to Consolidated Financial Statements Report of Independent Auditors (2) Schedules The following consolidated financial statement schedules of USF&G Corporation and its subsidiaries are included in Item 14(d): Page 24 Schedule I. Summary of Investments-Other than Investments in Related Parties 25-27 Schedule III. Condensed Financial Information of Registrant 28 Schedule V. Supplementary Insurance Information 29 Schedule VI. Reinsurance 30 Schedule IX. Short-term Borrowings 31 Schedule X. Supplemental Information Concerning Consolidated Property/Casualty Insurance Operations All other schedules specified by Article 7 of Regulation S-X are not required pursuant to the related instructions or are inapplicable and, therefore, have been omitted. (3) Exhibits The following exhibits are included in Item 14: Page __ Exhibit 11 Computation of Earnings Per Share __ Exhibit 12 Computation of Ratio of Consolidated Earnings to Fixed Charges and Preferred Stock Dividends A copy of all other exhibits not included with this Form 10-K may be obtained without charge upon written request to the Secretary at the address shown on page ___ of this Form 10-K. Exhibit 3A Charter of USF&G Corporation. Exhibit 3B Amended By-laws of USF&G Corporation. Incorporated by reference to Exhibit 3B, 1985 Annual Report on Form 10-K. Exhibit 4A Rights agreement dated as of September 18, 1987, between USF&G Corporation and First Chicago Trust Company of New York (successor to Morgan Shareholder's Service Trust Company) including Form of Rights Certificate. Incorporated by reference to Exhibits 1 and 2 to the Registrant's Form 8-A filed September 31, 1987, File No. 1-8233. Exhibit 4B Indenture dated as of October 15, 1986, between USF&G Corporation and Chemical Bank (Delaware). Incorporated by reference to Exhibit 4.1 to the Registrant's Form 10-Q for the quarter ended September 30, 1986, File No. 1-8233. Exhibit 4C Officer's certificate dated November 19, 1986, classifying 8 7/8% Notes of USF&G Corporation. Incorporated by reference to Exhibit 4.1 to the Registrant's Form 8-K dated November 19, 1986, File No. 1-8233. Exhibit 4D Bond issuance and payment agreement dated November 16, 1987, for Swiss Franc Public Issue of 5 1/2% Bonds 1988-1996 of Swiss Francs 120,000,000. Incorporated by reference to Exhibit 4M to the Registrant's Form 10-K for the year ended December 31, 1987, File No. 1-8233. Exhibit 4E Indenture dated as of January 28, 1994, between USF&G Corporation and Chemical Bank. Exhibit 4F Form of Note dated March 3, 1994, for Zero Coupon Convertible Subordinated Notes due 2009. Incorporated by reference to Exhibit 4 to the Registrant's Form 8-K dated March 3, 1994, File No. 1-8233. Exhibit 10A Credit Agreement dated as of March 20, 1990, as amended on April 15, 1991, among USF&G Corporation, Morgan Guaranty Trust Company of New York, and Swiss Bank Corporation as agents. Incorporated by reference to Exhibit 4F to the Registrant's Form 10-K for the year ended December 31, 1991, File No. 1-8233. Exhibit 10B Stock Option Plan of 1987. Incorporated by reference to Exhibit 4.1 to the Registrant's Form S-8 dated July 28, 1987, File No. 33-16111. Exhibit 10C Employment Agreement dated November 20, 1990, between the Registrant and Norman P. Blake, Jr. Incorporated by reference to Exhibit 10A to the Registrant's Form 10-K for the year ended December 31, 1990, File No. 1-8233. Exhibit 10D USF&G Supplemental Executive Retirement Agreement between the Registrant and Norman P. Blake, Jr., dated November 20, 1990. Incorporated by reference to Exhibit 10B to the Registrant's Form 10-K for the year ended December 31, 1990, File No. 1-8233. Exhibit 10E Stock Option Plan of 1990. Incorporated by reference to Exhibit 4 to the Registrant's Form S-8 Registration Statement as filed December 7, 1990, File No. 33-38113. Certified Copy of the Board Resolution adopted on December 6, 1990, amending the Stock Option Plan of 1990. Incorporated by reference to Exhibit 10G to the Registrant's Form 10-K for the year ended December 31, 1990, File No. 1-8233. USF&G Corporation Part IV Exhibit 10F Description of Management Incentive Plan. Incorporated by reference to Exhibit 10J to the Registrant's Form 10-K for the year ended December 31, 1990, File No. 1-8233. Exhibit 10G Description of Long-Term Incentive Compensation Plan. Incorporated by reference to Exhibit 10K to the Registrant's Form 10-K for the year ended December 31, 1990, File No. 1-8233. Exhibit 10H Stock Incentive Plan of 1991. Incorporated by reference to Exhibit 4(a) to the Registrant's Form S-8 Registration Statement as filed February 11, 1992, File No. 33-45664. Exhibit 10I Form of Stock Option Agreement used in connection with the Stock Option Plan of 1987, Stock Option Plan of 1990, and Stock Incentive Plan of 1991. Exhibit 10J 1993 Stock Plan for Non-Employee Directors. Incorporated by reference to Exhibit 10N to the Registrant's Form 10-K for the year ended December 31, 1992, File No. 1-8233. Exhibit 10K Employment Agreement dated November 10, 1993, between the Registrant and Norman P. Blake, Jr. Exhibit 10L Stock Option Agreement dated November 10, 1993, between the Registrant and Norman P. Blake, Jr. Exhibit 10M Stock Option Agreement dated November 10, 1993, between the Registrant and Norman P. Blake, Jr. Exhibit 10N Waiver dated November 10, 1993, between the Registrant and Norman P. Blake, Jr. Exhibit 10O First Amendment to USF&G Supplemental Executive Retirement Agreement between the registrant and Norman P. Blake, Jr. dated November 10, 1993. Exhibit 10P Letter dated November 19, 1992, describing Employment Arrangement between the Registrant and Gary C. Dunton. Exhibit 10Q USF&G Supplemental Retirement Plan. Exhibit 11 Computation of ratio of consolidated earnings to fixed charges and preferred stock dividends. Exhibit 12 Computation of earnings per share. Exhibit 13 1993 Annual Report to Shareholders. Exhibit 21 Subsidiaries of the registrant. Exhibit 23 Consent of independent auditors. Exhibit 28 Information from reports furnished to state insurance regulatory authorities. All other exhibits specified by Item 601 of Regulation S-K are not required pursuant to the related instructions or are inapplicable and, therefore, have been omitted. (b) Reports on Form 8-K No reports on Form 8-K were filed during the fourth quarter 1993. The registrant filed a Form 8-K on February 14, 1994, reporting under Item 5, Other Events, audited financial statements for the year ended December 31, 1993, and a related Management's Discussion and Analysis, and other related financial information. The registrant filed a Form 8-K March 3, 1994, reporting under Item 5, Other Events, related to the sale of Zero Coupon Subordinated Notes. USF&G Corporation Signatures Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized. USF&G CORPORATION BY NORMAN P. BLAKE, JR. Norman P. Blake, Jr. Chairman of the Board, President, and Chief Executive Officer Dated at Baltimore, Maryland March 30, 1994 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. Principal Executive Officer: NORMAN P. BLAKE, JR. Norman P. Blake, Jr. Chairman of the Board, President, Chief Executive Officer, and Director Principal Financial and Accounting Officer: DAN L. HALE Dan L. Hale Executive Vice President and Chief Financial Officer Dated at Baltimore, Maryland March 30, 1994 Directors H. FURLONG BALDWIN ROBERT J. HURST H. Furlong Baldwin Robert J. Hurst MICHAEL J. BIRCK WILBUR G. LEWELLEN Michael J. Birck Wilbur G. Lewellen GEORGE L. BUNTING, JR. HENRY A. ROSENBERG, JR. George L. Bunting, Jr. Henry A. Rosenberg, Jr. ROBERT E. DAVIS LARRY P. SCRIGGINS Robert E. Davis Larry P. Scriggins RHODA M. DORSEY ANNE MARIE WHITTEMORE Rhoda M. Dorsey Anne Marie Whittemore DALE F. FREY GEORGE S. WILLS Dale F. Frey George S. Wills ROBERT E. GREGORY, JR. Robert E. Gregory, Jr. USF&G Corporation Schedule I. Summary of Investments - Other Than Investments in Related Parties At December 31, 1993 Amount at which shown in the Statement of Financial Cost Value Position (in millions) Fixed maturities Bonds: Held to maturity: United States Government and government agencies and authorities $ 1,269 $1,318 $ 1,269 States, municipalities, and political subdivisions 23 22 23 Foreign governments 35 38 35 Public utilities 257 259 257 All other corporate bonds 3,077 3,159 3,077 Total fixed maturities held to maturity 4,661 4,796 4,661 Available for sale: United States Government and government agencies and authorities 1,082 1,135 1,135 States, municipalities, and political subdivisions 34 37 37 Foreign governments 91 97 97 Public utilities 105 110 110 All other corporate bonds 3,369 3,524 3,524 Total fixed maturities available for sale 4,681 4,903 4,903 Total fixed maturities $ 9,342 $9,699 $ 9,564 Equity securities Common stocks: Public utilities $ - $ - $ - Banks, trust, and insurance companies 13 13 13 Industrial, miscellaneous, and all other 85 74 74 Total common stocks 98 87 87 Nonredeemable preferred stocks 48 48 48 Total equity securities $ 146 $ 135 $ 135 Short-term investments 322 $ 322 322 Mortgage loans 302 304 302 Real estate 685 685 Other invested assets 369 369 Total investments $11,166 $11,377 USF&G Corporation Schedule III. Condensed Financial Information of Registrant - Statement of Financial Position (Parent Company) At December 31 (in millions) 1993 1992 1991 Assets Cash $ 2 $ 10 $ 1 Short-term investments, at market - - 1 Investment in subsidiaries, at equity 2,354 2,097 2,149 Due from subsidiaries 127 135 170 Other assets 23 34 44 Total assets $2,506 $2,276 $2,365 Liabilities Debt (short-term, 1993, $395; 1992, $375; 1991, $388) $ 574 $ 574 $ 617 Dividends payable to shareholders 16 16 16 Due to subsidiaries 322 335 307 Other liabilities 83 81 102 Total liabilities 995 1,006 1,042 Shareholders' Equity Preferred stock 455 455 455 Common stock 212 211 211 Paid-in-capital 963 957 955 Net unrealized gains (losses) on investments 192 (31) (21) Net unrealized gains (losses) on foreign currency (2) 2 10 Minimum pension liability (85) - - Retained earnings (deficit) (224) (324) (287) Total shareholders' equity 1,511 1,270 1,323 Total liabilities and shareholders' equity $2,506 $2,276 $2,365 <FN> See Note to Condensed Financial Statements USF&G Corporation Schedule III. Condensed Financial Information of Registrant - Statement of Operations (Parent Company) For the Years Ended December 31 (in millions) 1993 1992 1991 Revenues Net investment income: Dividends from subsidiaries $125 $125 $ 127 Interest expense on loans from subsidiaries (6) (7) (9) Other revenues: From subsidiaries 7 9 13 From others 5 22 5 Revenues before realized gains 131 149 136 Realized gains on investments - - 15 Total revenues 131 149 151 Expenses Interest expense 37 43 51 Lease expense 21 21 21 Other operating expense 19 20 8 77 84 80 Foreign currency (gains) losses - 1 - Total expenses 77 85 80 Income before income taxes and equity in earnings of subsidiaries 54 64 71 Provision for income taxes - - - Income before equity in earnings of subsidiaries 54 64 71 Equity in undistributed earnings of subsidiaries: Continuing operations 73 (29) (223) Discontinued operations - (7) (24) Income from cumulative effect of adopting new accounting standards 38 - - Net income (loss) $165 $ 28 $(176) <FN> See Note to Condensed Financial Statements USF&G Corporation Schedule III. Condensed Financial Information of Registrant - Statement of Cash Flows (Parent Company) For the Years Ended December 31 (in millions) 1993 1992 1991 Net Cash Provided From Operating Activities $ 58 $ 71 $ 38 Investing Activities Purchases of short-term investments - (23) (160) Sales or maturities of short-term investments - 23 160 Additional investments in subsidiaries - - (202) Other, net (4) (12) (3) Net cash used in investing activities (4) (12) (205) Financing Activities Short-term borrowings - - - Repayments of short-term borrowings - - (35) Intercompany advances, net (2) 49 92 Long-term borrowings - - - Repayments of long-term borrowings - (36) - Repurchases of securities pursuant to put options - - (139) Issuances of common stock 6 3 2 Issuances of preferred stock - - 310 Cash dividends paid to shareholders (66) (66) (62) Net cash provided from (used in) financing activities (62) (50) 168 Increase (decrease) in cash (8) 9 1 Cash at beginning of year 10 1 - Cash at end of year $ 2 $ 10 $ 1 <FN> See Note to Condensed Financial Statements Note to Condensed Financial Statements The accompanying condensed financial statements should be read in conjunction with the Consolidated Financial Statements and Notes thereto of the 1993 Annual Report to Shareholders incorporated herein by reference. Certain amounts have been reclassified to conform to the 1993 presentation. The parent company's provision for income taxes is based on the Corporation+s consolidated federal income tax allocation policy. USF&G Corporation Schedule V. Supplementary Insurance Information At December 31 For the Years Ended December 31 Unpaid Losses, Amortization Deferred losses,loss Other loss of deferred policy expenses policy Net expenses, policy Other acquisi- & policy holders' invest- & acquisi- operating tion bene- Unearned funds Premium ment policy tion expenses Premiums costs fits(b) premiums (a) revenue income(a) benefits costs (a) written 1993 Property/casualty insurance: Commercial $168 $ 4,108 $444 $1,223 $1,014 $359 $ 71 $1,239 Personal 69 553 264 681 481 175 46 653 Reinsurance 6 559 29 305 204 71 28 403 Fidelity/surety 28 56 56 118 59 59 9 120 Reinsurance receivable - 1,053 124 - - - - - Other - - - - - - - 14 Property/casualty 271 6,329 917 $ 7 2,327 $433 1,758 664 154 2,429 Life insurance 164 3,973 - 67 129 321 395 9 50 N/A Total $435 $10,302 $917 $ 74 $2,456 $754 $2,153 $673 $204 $2,429 1992 Property/casualty insurance: Commercial $170 $ 4,348 $420 $1,480 $1,299 $426 $ 86 $1,356 Personal 76 626 286 785 635 210 42 727 Reinsurance 3 511 11 157 118 22 25 243 Fidelity/surety 28 55 53 111 36 55 19 109 Other - - - - - - - (15) Property/casualty 277 5,540 770 $ 9 2,533 $475 2,088 713 172 2,420 Life insurance 189 3,896 - 56 104 349 377 25 51 N/A Total $466 $ 9,436 $770 $ 65 $2,637 $824 $2,465 $738 $223 $2,420 1991 Property/casualty insurance: Commercial $208 $ 4,391 $555 $1,885 $1,728 $509 $ 83 $1,780 Personal 95 633 349 920 736 247 33 925 Reinsurance 3 633 22 96 40 31 30 211 Fidelity/surety 27 47 55 117 41 55 9 116 Property/casualty 333 5,704 981 $ 21 3,018 $498 2,545 842 155 3,032 Life insurance 201 3,773 - 58 169 370 437 44 50 N/A Total $534 $ 9,477 $981 $ 79 $3,187 $868 $2,982 $886 $205 $3,032 <FN> N/A - Not applicable to life insurance pursuant to Rule 12-16 of Regulation S-X. (a) Other policyholders' funds, net investment income, and other operating expenses are not allocated to property/casualty categories. (b) Unpaid losses and loss expenses reflect the implementation of SFAS No. 113, "Accounting and Reporting for Reinsurance of Short-Duration and Long-Duration Contracts," which increased liabilities by $1.2 billion with a corresponding increase in assets at December 31, 1993. This standard requires reinsurance receivables and prepaid reinsurance premiums to be reported separately as assets instead of the previous practice of netting such receivables against the related loss and unearned premium liabilities. USF&G Corporation Schedule VI. Reinsurance For the Years Ended December 31 Ceded to Assumed Percentage of Gross other from other Net amount (in millions) amount companies companies amount assumed to net 1993 Life insurance in force $11,955 $1,404 $155 $10,706 1.4% Premiums earned: Life insurance $ 133 $ 5 $ - $ 128 -% Accident/health insurance - - 1 1 99.1 Property/casualty insurance 2,338 517 506 2,327 21.7 Total $ 2,471 $ 522 $507 $ 2,456 20.6% 1992 Life insurance in force $12,228 $1,444 $132 $10,916 1.2% Premiums earned: Life insurance $ 107 $ 5 $ 1 $ 103 .3% Accident/health insurance - - 1 1 94.0 Property/casualty insurance 2,692 535 376 2,533 14.8 Total $ 2,799 $ 540 $378 $ 2,637 14.3% 1991 Life insurance in force $13,227 $1,481 $150 $11,896 1.3% Premiums earned: Life insurance $ 170 $ 5 $ - $ 165 .3% Accident/health insurance 3 - 1 4 41.2 Property/casualty insurance 3,127 532 423 3,018 14.0 Total $ 3,300 $ 537 $424 $ 3,187 13.3% USF&G Corporation Schedule IX. Short-Term Borrowings At December 31 For the Years Ended December 31 Maximum Average Weighted- amount amount average Weighted- outstanding outstanding interest rate Balance at average during during during (in millions) end of year interest rate the year the year (a) the year (b) 1993 Bank lines of credit $376 3.6% $376 $375 3.7% 1992 Bank lines of credit $376 3.6% $376 $376 4.6% 1991 Bank lines of credit $376 5.9% $411 $390 6.9% <FN> (a) The average amount outstanding during the year was calculated based on daily balances. (b) The weighted-average interest rate during the year was computed by dividing actual interest expense by the average amount outstanding during the period. USF&G Corporation Schedule X. Supplemental Information Concerning Consolidated Property/Casualty Insurance Operations At December 31 (in millions) 1993 1992 1991 Deferred policy acquisition costs $ 271 $ 277 $ 333 Reserves for unpaid claims and claim adjustments (a) 6,329 5,540 5,704 Discount deducted from reserves (b) 508 680 683 Unearned premiums 917 770 981 <FN> (a) Reserves for unpaid claims and claim adjustments reflect the implementation of SFAS No. 113, "Accounting and Reporting for Reinsurance of Short-Duration and Long-Duration Contracts," which increased liabilities by $1.2 billion with a corresponding increase in assets at December 31, 1993. This standard requires reinsurance receivables and prepaid reinsurance premiums to be reported separately as assets instead of the previous practice of netting such receivables against the related loss and unearned premium liabilities. (b) Certain long-term disability payments for workers compensation are discounted at rates ranging from 3% to 5%. For the Years Ended December 31 1993 1992 1991 Earned premiums $2,327 $2,533 $3,018 Net investment income 433 475 498 Losses and loss adjustment expenses incurred related to: Current year 1,696 2,010 2,416 Prior years 62 78 129 Amortization of deferred policy acquisition costs 664 713 842 Paid claims and claim adjustment expenses 2,022 2,252 2,471 Premiums written 2,429 2,420 3,032