UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the period ended September 30, 1995 0R [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the transition period from ____________ to ____________ Commission file no. 0-15176 SCOR U.S. CORPORATION (Exact name of registrant as specified in its charter) Delaware 75-1791342 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) Two World Trade Center, New York, New York 10048-0178 (Address of principal executive offices) (212) 390-5200 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports to be filed by Section 13 or 15(d) of the Securities and 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 [ ] At November 14, 1995 there were 18,170,971 shares of Common Stock, $.30 par value, outstanding. SCOR U.S. CORPORATION INDEX PAGE PART I. FINANCIAL INFORMATION Item 1. Financial Statements Independent Auditors' Review Report 3 Consolidated Balance Sheets September 30, 1995 and December 31, 1994 4 Consolidated Statement of Operations Three Months and Nine Months ended September 30, 1995 and 1994 5 Consolidated Statement of Stockholders' Equity Nine Months ended September 30, 1995 and 1994 6 Consolidated Statements of Cash Flows Three Months and Nine Months Ended September 30, 1995 and 1994 7 Notes to Consolidated Financial Statements 8-10 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 10-17 PART II. OTHER INFORMATION Item 1. Legal Proceedings 18 Item 5. Other Information 18 Item 6. Exhibits and Reports on Form 8-K 18 Signatures 18 2 INDEPENDENT AUDITORS' REVIEW REPORT The Board of Directors SCOR U.S. Corporation: We have reviewed the consolidated balance sheet of SCOR U.S. Corporation and subsidiaries (the Company) as of September 30, 1995, and the related consolidated statements of operations, stockholders' equity and cash flows for the three month and nine month periods ended September 30, 1995 and 1994. These consolidated financial statements are the responsibility of the Company's management. We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical review procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the consolidated financial statements referred to above for them to be in conformity with generally accepted accounting principles. We have previously audited, in accordance with generally accepted auditing standards, the consolidated balance sheet of SCOR U.S. Corporation and subsidiaries as of December 31, 1994, and the related consolidated statements of operations, stockholders' equity and cash flows for the year then ended (not presented herein); and in our report dated February 2, 1995 we expressed an unqualified opinion on those consolidated financial statements. KPMG Peat Marwick LLP October 24, 1995 3 SCOR U.S. CONSOLIDATED BALANCE SHEETS Corporation (in thousands) September 30, December 31, 1995 1994 (Unaudited) Assets Investments Fixed maturities: Available for sale, at fair value (amortized cost: $556,300 and $596,791) $ 563,515 $ 563,656 Held to maturity, at amortized cost (fair value: $22,609 and $22,274) 22,155 22,871 Equity securities, at fair value (cost: $108 and $1,897) 204 1,738 Short-term investments, at cost 122,794 83,303 Other long-term investments 1,374 1,225 --------------- --------------- 710,042 672,793 Cash 13,318 4,763 Accrued investment income 9,608 10,339 Premiums receivable 80,996 72,018 Reinsurance recoverable on paid losses Affiliates 9,525 4,399 Other 10,414 19,356 Reinsurance recoverable on unpaid losses Affiliates 135,803 127,096 Other 90,741 95,576 Prepaid reinsurance premiums Affiliates 5,835 10,504 Other 4,086 8,803 Deferred policy acquisition costs 22,471 22,844 Deferred Federal income tax benefits 22,542 34,818 Investment in affiliates 12,360 11,232 Other assets 53,431 49,174 --------------- --------------- $ 1,181,172 $ 1,143,715 =============== =============== Liabilities Losses and loss expenses $ 618,738 $ 604,787 Unearned premiums 99,955 110,082 Funds held under reinsurance treaties Affiliates 1,323 3,654 Other 17,248 17,104 Reinsurance balances payable Affiliates 11,990 15,328 Other 15,010 28,357 Convertible subordinated debentures 75,950 82,350 Notes payable 25,000 20,000 Commercial paper 20,639 11,310 Other liabilities 17,933 11,348 --------------- --------------- 903,786 904,320 --------------- --------------- Stockholders' Preferred stock, no par value, 5,000 Equity shares authorized; no shares issued Common stock, $.30 par value, 50,000 shares authorized; 18,364 and 18,356 shares issued 5,509 5,507 Additional paid-in capital 114,669 114,556 Unrealized appreciation (depreciation) of investments, net of deferred tax effect 4,752 (21,640) Foreign currency translation adjustment (252) (414) Retained earnings 154,482 143,153 Treasury stock, at cost (193 and 192 shares) (1,774) (1,767) --------------- --------------- 277,386 239,395 --------------- --------------- $ 1,181,172 $ 1,143,715 =============== =============== See notes to consolidated financial statements. 4 SCOR U.S. CONSOLIDATED STATEMENTS OF OPERATIONS Corporation (Unaudited) (in thousands, except per share data) Three Months Ended Nine Months Ended September 30, September 30, 1995 1994 1995 1994 Revenues Net premiums earned $ 53,536 $ 55,542 $ 182,340 $ 173,210 Net investment income 10,679 10,157 31,751 30,363 Net realized investment gains 121 323 713 1,059 ------------- ------------- ------------- ------------- 64,336 66,022 214,804 204,632 ------------- ------------- ------------- ------------- Losses Losses and loss expenses, net 36,452 39,060 121,952 152,558 and Commissions, net 10,345 14,144 46,896 46,019 expenses Other underwriting and administration expenses 7,616 6,799 20,783 19,586 Other expenses 1,016 1,590 1,040 3,065 Interest expense 2,596 2,454 6,906 6,982 ------------- ------------- ------------- ------------- 58,025 64,047 197,577 228,210 ------------- ------------- ------------- ------------- Income (loss) from operations before Federal income taxes benefit 6,311 1,975 17,227 (23,578) Federal income taxes (benefit) 1,485 (472) 3,726 (12,210) ------------- ------------- ------------- ------------- Income (loss) from operations 4,826 2,447 13,501 (11,368) Extraordinary gain on redemption of debentures, net of tax -0- -0- 552 -0- ------------- ------------- ------------- ------------- Net income (loss) $ 4,826 $ 2,447 $ 14,053 $ (11,368) ============= ============= ============= ============== Per share Average common and common data equivalent shares outstanding 18,372 18,212 18,255 18,146 Primary ============= ============= ============= ============= Income (loss) from operations $ 0.26 $ 0.13 $ 0.74 $ (0.63) Extraordinary item -0- -0- 0.03 -0- ------------- ------------- ------------- ------------- Net income (loss) $ 0.26 $ 0.13 $ 0.77 $ (0.63) ============= ============= ============= ============ Fully Average common and common Diluted equivalent shares outstanding 21,513 18,212 21,317 18,146 ============= ============= ============= ============= Income (loss) from operations $ 0.26 $ 0.13 $ 0.73 $ (0.63) Extraordinary item -0- -0- 0.03 -0- ------------- ------------- ------------- ------------- Net income (loss) $ 0.26 $ 0.13 $ 0.76 $ (0.63) ============= ============ ============= ============ See notes to consolidated financial statements. 5 SCOR U.S. CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY Corporation Nine Months Ended September 30, (Unaudited) (in thousands, except per share data) 1995 1994 Common Stock Balance at beginning of year $ 5,507 $ 5,490 Issuance of common stock 2 17 --------------- ---------------- Balance at end of period 5,509 5,507 --------------- ---------------- Additional Paid-in Capital Balance at beginning of year 114,556 112,670 Issuance of common stock 86 700 Change in unpaid stock options exercised 19 72 Deferred compensation 8 -0- --------------- ---------------- Balance at end of period 114,669 113,442 --------------- ---------------- Unrealized Appreciation (Depreciation) of Investments Balance at beginning of year (21,640) 16,634 Unrealized appreciation (depreciation) for period 26,392 (30,002) --------------- ---------------- Balance at end of period 4,752 (13,368) --------------- ---------------- Foreign Currency Translation Adjustment Balance at beginning of year (414) 12 Change in foreign currency translation adjustment 162 152 --------------- ---------------- Balance at end of period (252) 164 --------------- ---------------- Retained Earnings Balance at beginning of year 143,153 157,532 Net income (loss) 14,053 (11,368) Dividends ($.15 and $.27 per share) (2,724) (4,903) --------------- ---------------- Balance at end of period 154,482 141,261 --------------- ---------------- Treasury Stock Balance at beginning of year (1,767) (1,649) Net (purchases) reissuance of treasury stock (7) 165 --------------- ---------------- Balance at end of period (1,774) (1,484) --------------- ---------------- Total Stockholders' Equity At End of Period $ 277,386 $ 245,522 =============== ================ Common stock shares Balance at beginning of year 18,356 18,299 Issuance of common stock 8 57 --------------- ---------------- Balance at end of period 18,364 18,356 =============== ================ Treasury stock shares Balance at beginning of year 192 190 Net purchases (reissuance) of treasury stock 1 (30) --------------- ---------------- Balance at end of period 193 160 =============== ================ See notes to consolidated financial statements. 6 SCOR U.S. CONSOLIDATED STATEMENT OF CASH FLOWS Corporation (Unaudited) (in thousands) Three Months Ended Nine Months Ended September 30, September 30, 1995 1994 1995 1994 Cash flows Net income (loss) $ 4,826 $ 2,447 $ 14,053 $ (11,368) from operating Adjustments to reconcile net income activities (loss) to net cash provided by (used in) operating activities: Extraordinary gain on redemption of debentures -0- -0- (552) -0- Realized investment gains (121) (323) (713) (1,059) Changes in assets and liabilities: Accrued investment income 538 (154) 731 (260) Premium balances, net 6,869 29,185 (25,663) 9,019 Prepaid reinsurance premiums 1,218 797 9,386 4,774 Reinsurance recoverable on paid losses (8,118) (10,820) 3,816 (29,881) Deferred policy acquisition costs 257 (36) 373 (1,505) Losses and loss expenses (14,577) (15,879) 13,951 44,741 Unearned premiums (179) (548) (10,127) 6,709 Reinsurance recoverable on unpaid losses 10,516 7,052 (3,872) 4,827 Funds held under reinsurance treaties 714 (321) (2,187) (16,719) Federal income taxes (4,715) (472) (5,473) (14,010) Other 7,477 (3,967) 9,270 (3,766) ------------- ------------- ------------- ------------- Net cash provided by (used in) operating activities 4,705 6,961 2,993 (8,498) ------------- ------------- ------------- ------------- Cash flows Sales, maturities or redemptions from of fixed maturities 44,922 54,168 140,362 192,956 investing Sales of equity securities (58) 207 1,157 4,723 activities Net sales (purchases) of short-term investments (2,070) 1,792 (35,105) 38,526 Investments in fixed maturities (42,971) (66,279) (102,762) (225,947) Investments in equity securities -0- (1,685) -0- (3,900) Other (4,935) (381) (5,430) (3,361) -------------- ------------- ------------- ------------- Net cash provided by (used in) investing activities (5,112) (12,178) (1,778) 2,997 ------------- ------------- ------------- ------------- Cash flows Dividends paid (908) (1,638) (2,724) (4,903) from Redemption of convertible subordinated financing debentures -0- -0- (8,907) -0- activities Proceeds of notes payable -0- -0- 5,000 -0- Proceeds from issuance of commercial paper-net (461) 3 8,473 30 Proceeds from stock options exercised 12 565 19 610 Other 3,570 1,372 5,479 1,747 ------------- ------------- ------------- ------------- Net cash provided by (used in) financing activities 2,213 302 7,340 (2,516) ------------- ------------- ------------- ------------- Net increase (decrease) in cash 1,806 (4,915) 8,555 (8,017) Cash at beginning of period 11,512 13,994 4,763 17,096 ------------- ------------- ------------- ------------- Cash at end of period $ 13,318 $ 9,079 $ 13,318 $ 9,079 ============= ============= ============= ============= See notes to consolidated financial statements. 7 SCOR U.S. CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. General SCOR U.S. Corporation ("SCOR U.S.") or, collectively with its subsidiaries, the ("Company") is a holding company, the principal operating subsidiary of which is SCOR Reinsurance Company ("SCOR Re"). The Company also operates through SCOR Re's wholly owned subsidiaries, General Security Insurance Company ("GSIC"), The Unity Fire and General Insurance Company ("Unity Fire") and General Security Indemnity Company ("GSIND"). (SCOR Re, GSIC, Unity Fire and GSIND are collectively referred to as the "Operating Subsidiaries"). The Company, through its subsidiaries, provides property and casualty insurance and reinsurance. Reinsurance is provided to primary insurance companies on both a treaty and facultative basis. SCOR Re specializes in underwriting treaties covering standard and non-standard automobile, commercial and technical risks and provides property, casualty and special risk coverages on a facultative basis. SCOR Re writes treaty business almost exclusively through reinsurance intermediaries and writes facultative business directly with primary insurance companies and through reinsurance intermediaries. GSIC and Unity Fire provide commercial property and casualty insurance on both a primary and excess basis and underwrite alternative risk market coverages. GSIND provides commercial property and casualty coverages on a surplus lines basis. The unaudited consolidated financial statements have been prepared on the basis of Generally Accepted Accounting Principles ("GAAP") and in the opinion of management, reflect all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of results for such periods. The results of operations for any interim period are not necessarily indicative of results for the full year. These consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes in the Company's 1994 Annual Report on Form 10-K as filed with the Securities and Exchange Commission. 2. Per Share Data Primary earnings per share are based on the weighted average number of common shares outstanding during the period and, if dilutive, common shares assumed to be outstanding which are issuable under stock option plans. Fully diluted earnings per share are based on the additional assumption that the Company's Convertible Subordinated Debentures are converted into common shares, if dilutive. 3. Income Taxes The Company's effective income tax rate differs from the current statutory federal income tax rate of 35% principally due to tax-exempt interest income and dividends received deductions. 8 Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts reported for income tax purposes and relate principally to loss reserve discounting, unearned premiums and unrealized appreciation (depreciation) of investments. A valuation allowance is provided when it is more likely than not that some portion of the deferred income tax benefits will not be realized. Management believes that the deferred tax benefits will be fully realized in the future. 4. Reinsurance The effect of ceded reinsurance on the Statement of Operations for the three and nine months ended September 30, 1995 and 1994 are as follows (in thousands): Loss and Loss Premiums Premiums Expenses Written Earned Incurred Three Months Ended September 30, 1995 Direct $ 3,322 $ 3,118 $ 5,335 Assumed 65,679 66,062 39,941 Ceded - affiliate (3,771) (4,565) (4,543) Ceded - other (10,656) (11,079) (4,281) --------- --------- --------- Net $ 54,574 $ 53,536 $ 36,452 ========= ========= ========= Three Months Ended September 30, 1994 Direct $ 5,183 $ 3,395 $ 2,108 Assumed 70,142 72,478 42,679 Ceded - affiliate (8,131) (7,912) 1,218 Ceded - other (11,403) (12,419) (6,945) --------- --------- --------- Net $ 55,791 $ 55,542 $ 39,060 ========= ========= ========= Nine Months Ended September 30, 1995 Direct $ 13,323 $ 12,708 $ 21,328 Assumed 218,665 229,408 150,823 Ceded - affiliate (20,076) (25,575) (27,596) Ceded - other (30,313) (34,201) (22,603) --------- --------- --------- Net $ 181,599 $ 182,340 $ 121,952 ========= ========= ========= Nine Months Ended September 30, 1994 Direct $ 11,138 $ 10,218 $ 7,744 Assumed 228,128 222,339 205,724 Ceded - affiliate (25,061) (28,845) (24,461) Ceded - other (29,512) (30,502) (36,449) --------- --------- --------- Net $ 184,693 $ 173,210 $ 152,558 ========= ========= ========= 9 5. Subsequent Event On November 2, 1995 the Company entered into an Agreement and Plan of Merger with SCOR S.A., its majority shareholder, and SCOR Merger Sub Corporation ("Merger Sub"), a newly formed Delaware corporation and wholly-owned subsidiary of SCOR S.A., which provides, among other things, that upon certain terms and conditions, that Merger Sub will be merged with and into the Company upon consummation of the tender offer made by SCOR S.A., through Merger Sub, to purchase all of the outstanding shares of Common Stock of the Company not held by it. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATIONS General SCOR U.S. Corporation ("SCOR U.S.") or, collectively with its subsidiaries, the ("Company") is a holding company, the principal operating subsidiary of which is SCOR Reinsurance Company ("SCOR Re"). The Company also operates through SCOR Re's wholly owned subsidiaries, General Security Insurance Company ("GSIC"), The Unity Fire and General Insurance Company ("Unity Fire") and General Security Indemnity Company ("GSIND"). (SCOR Re, GSIC, Unity Fire and GSIND are collectively referred to as the "Operating Subsidiaries"). The Company, through its subsidiaries, provides property and casualty insurance and reinsurance. Reinsurance is provided to primary insurance companies on both a treaty and facultative basis. SCOR Re specializes in underwriting treaties covering standard and non-standard automobile, commercial and technical risks and provides property, casualty and special risk coverages on a facultative basis. SCOR Re writes treaty business almost exclusively through reinsurance intermediaries and writes facultative business directly with primary insurance companies and through reinsurance intermediaries. GSIC and Unity Fire provide commercial property and casualty insurance on both a primary and excess basis and underwrite alternative risk market coverages. GSIND provides commercial property and casualty coverages on a surplus lines basis. The operating results of the property and casualty insurance and reinsurance industry are subject to significant fluctuations due to competition, catastrophic events, general economic conditions, interest rates and other factors such as changes in tax laws and regulations. The operating results of SCOR U.S. historically have been influenced by these cycles. Underwriting Results The underwriting results of a property and casualty insurer or reinsurer are discussed frequently by reference to its loss ratio, underwriting expense ratio and combined ratio. The loss ratio is the result of dividing losses and loss expenses incurred by net premiums earned. The underwriting expense ratio is the result of dividing underwriting expenses by net premiums written for purposes of Statutory Accounting Practices ("SAP") and net premiums 10 earned for purposes of Generally Accepted Accounting Principles ("GAAP"). The combined ratio is the sum of the loss ratio and the underwriting expense ratio. A combined ratio under 100% generally indicates underwriting profits and a combined ratio exceeding 100% generally indicates underwriting losses. Underwriting profit is only one element of overall profitability, which also includes investment results, interest expense and the effects of income taxation. Accordingly, the combined ratio alone should not be used to measure overall profitability. Except as indicated, the ratios discussed below have been calculated on a GAAP basis. The following table sets forth the Company's GAAP combined ratios and the components thereof for the periods indicated, and the SAP combined ratio for the Operating Subsidiaries. The GAAP ratios include the operating expenses of the holding company and the operations of the non-insurance subsidiaries, in addition to the operating expenses of the Operating Subsidiaries. The SAP expense ratios includes only the operating expenses of the Operating Subsidiaries. In addition, the GAAP loss ratio takes into consideration recoveries under certain retrocessional agreements with SCOR S.A., the Company's majority shareholder, whereas these recoveries are included in other income for SAP purposes. Three Months Ended Nine Months Ended September 30, September 30, 1995 1994 1995 1994 GAAP Ratios (Total Company) Loss ratio 68.1% 70.3% 66.9% 88.1% Commission ratio 19.3% 25.5% 25.7% 26.6% U/W, administration and other expense ratio 16.1% 15.1% 12.0% 13.1% Expense ratio 35.4% 40.6% 37.7% 39.7% Combined ratio 103.5% 110.9% 104.6% 127.8% SAP Combined Ratio * Combined ratio 100.7% 107.2% 104.2% 122.8% * Operating Subsidiaries Only Comparison of Third Quarter Results for 1995 and 1994 Gross premiums written for 1995 decreased 8% to $69.0 million from $75.3 million in 1994. Net premiums written for 1995 decreased 2% to $54.6 million 11 from $55.8 million for 1994. Net premiums written for 1995 were reduced by $19,000 for additional ceded premiums to reinstate catastrophe reinsurance protections primarily related to the January 1994 Northridge earthquake. Net premiums written for 1994 were increased by $180,000 relating to reinstatement premiums. Excluding reinstatement premiums, net premiums written for 1995 were virtually unchanged compared with 1994. The Company's premium volume was adversely affected by its continued withdrawal from certain property and casualty lines of business where the Company believes rates and/or conditions are inadequate. More specifically, the Company has been reducing its treaty property business written on a pro rata basis. However, the Company's increased premium writings in targeted market segments, such as nonstandard automobile, alternative risk and facultative offset most of the decline in property pro rata treaty business. Net losses and loss expenses incurred decreased 7% in 1995 to $36.5 million from $39.1 million in 1994. The loss ratio was 68.1% for 1995 as compared with 70.3% for 1994. During 1995 the Company incurred $249,000 of net gains ($849,000 gross) resulting from pre-1995 property catastrophe events, which reduced the loss ratio by 0.4 points. Of these amounts, development from the Northridge earthquake accounted for $45,000 of net incurred losses. During 1994 the Company incurred $2.3 million of net losses ($2.0 million of gross losses) resulting from property catastrophe events, which added to the loss ratio by 3.9 points. During 1995 and 1994, the Company ceded $15.6 million and $20.3 million of earned premiums, respectively. The Company recovered from retrocessionnaires $8.8 million and $5.7 million of losses during 1995 and 1994, respectively. Ceded premiums in 1995 included $19,000 of reinstatement premiums incurred by the Company. Commission expenses decreased 27% to $10.3 million in 1995 from $14.1 million in 1994. The commission ratio was 19.3% for 1995, compared with 25.5% for 1994. Underwriting, administration and other expenses increased 2% in 1995 to $8.6 million from $8.4 million in 1994. The underwriting and other expense ratio was 16.1% for 1995 as compared with 15.1% for 1994. The effect of net reinstatement premiums related primarily to the Northridge earthquake reduced the 1994 ratio by 0.1 points. The increase in underwriting, administration and other expenses in 1995 was principally caused by the Company's relocation in the third quarter of 1995. The combined ratio was 103.5% for 1995, compared with 110.9% for 1994. The effect of property catastrophe events on the 1995 and 1994 combined ratio was (0.4) points and 3.8 points, respectively. Net investment income increased 5% to $10.7 million for 1995 compared with $10.2 million for 1994. The increase in net investment income (pre-tax) primarily resulted from an increase in the Company's short-term investments and cash position. On an after-tax basis, net investment income for 1995 was $7.8 million virtually unchanged from 1994. Net realized investment gains for 1995 were $121,000, compared with $323,000 for 1994. Interest expense increased 6% to $2.6 million in 1995 from $2.5 million in 1994. 12 The Company's net income for 1995 was $4.8 million, or $0.26 per share, on a primary basis, compared with $2.4 million, or $0.13 per share, on a primary basis, for 1994. The 1995 results were affected by after-tax benefit to operations, net of reinsurance, of $150,000, or $0.01 per share, for pre-1995 property catastrophe events. The 1994 results were affected by after-tax charges to operations of $1.4 million, or $0.08 per share, for property catastrophe events. Average common and common equivalent shares outstanding (on a primary basis) for 1995 were 18.4 million, compared with 18.2 million for 1994. Comparison of Year to Date Results for 1995 and 1994 Gross premiums written for 1995 decreased 3% to $232.0 million from $239.3 million in 1994. Net premiums written for 1995 decreased 2% to $181.6 million from $184.7 million for 1994. Gross premiums written for 1995 and 1994 were increased by $900,000 and $1.0 million respectively, and net premiums written were reduced by $1.2 million and $5.0 million, respectively, for additional premiums to reinstate catastrophe reinsurance protections primarily related to the January 1994 Northridge earthquake. Excluding these reinstatement premiums, gross premiums written and net premiums written for 1995 decreased by 3% and 4%, respectively, compared with 1994. The Company's premium volume was adversely affected by its continued withdrawal from certain property and casualty lines of business where the Company believes rates and/or conditions are inadequate. More specifically, the Company has been reducing its treaty property business written on a pro rata basis. However, the Company's increased premium writings in targeted market segments, such as nonstandard automobile, alternative risk and facultative offset most of the decline in property pro rata business. Net losses and loss expenses incurred decreased 20% in 1995 to $122.0 million from $152.6 million in 1994. The loss ratio was 66.9% for 1995 as compared with 88.1% for 1994. During 1995 the Company incurred $3.1 million of net losses ($12.5 million gross) resulting from pre-1995 property catastrophe events, which added 2.1 points to the loss ratio. Of these amounts, development from the Northridge earthquake accounted for $2.5 million of net incurred losses and $12.6 million of gross incurred losses. During 1994 the Company incurred $33.7 million of net losses ($63.0 million of gross losses) resulting from property catastrophe events, primarily the Northridge earthquake and the early 1994 winter freeze, which added 21.4 points to the loss ratio. Of these amounts, the Northridge earthquake accounted for $26.1 million of net incurred losses and $54.8 million of gross incurred losses. During 1995 and 1994, the Company ceded $59.8 million and $59.3 million of earned premiums, respectively. The Company recovered from retrocessionnaires $50.2 million and $60.9 million of losses during 1995 and 1994, respectively. Ceded premiums in 1995 and 1994 included $2.1 million and $6.0 million of reinstatement premiums incurred by the Company primarily relating to the Northridge earthquake. Ceded losses in 1995 and 1994 included $10.1 million and $29.3 million of losses relating to the Northridge earthquake. Commission expenses increased 2% to $46.9 million in 1995 from $46.0 million in 1994. The commission ratio was 25.7% for 1995, compared with 26.6% for 1994. The effect of net reinstatement premiums primarily related to the Northridge earthquake added 0.2 points and 0.8 points to the 1995 and 1994 commission ratio, respectively. 13 Underwriting, administration and other expenses decreased 4% in 1995 to $21.8 million from $22.7 million in 1994. The underwriting and other expense ratio was 12.0% for 1995 as compared with 13.1% for 1994. The effect of net reinstatement premiums related primarily to the Northridge earthquake added 0.1 points and 0.4 points to the 1995 and 1994 ratio. The decrease in underwriting administration and other expenses in 1995 was principally caused by an improvement in the results reported by an entity in which the Company is a minority shareholder, offset in part by the Company's relocation in the third quarter of 1995. The combined ratio was 104.6% for 1995, compared with 127.8% for 1994. The effect of property catastrophe events on the 1995 and 1994 combined ratio was 2.4 points and 22.6 points, respectively. Net investment income increased 5% to $31.8 million for 1995 compared with $30.4 million for 1994. The increase in net investment income (pre-tax) primarily resulted from an increase in the proportion of taxable investments in the Company's portfolio and positive operating cash flow over the past twelve months. On an after-tax basis, net investment income decreased 2% to $23.4 million for 1995, compared with $23.9 million in 1994. Net realized investment gains for 1995 were $713,000, compared with $1.1 million for 1994. Interest expense decreased 1% to $6.9 million in 1995 from $7.0 million in 1994. During 1995 the Company repurchased in the open market $6.4 million in principal amount of the Debentures and recognized an extraordinary gain of $552,000 or $0.03 per share, net of tax. The Company's net income for 1995 was $14.1 million, or $0.77 per share, on a primary basis, compared with a net loss of $11.4 million, or $0.63 per share, on a primary basis, for 1994. The 1994 results were affected by after-tax charges to operations, net of reinsurance, of $25.2 million, or $1.39 per share, for property catastrophe events. The 1995 results include after-tax charges to operations of $2.8 million, or $0.15 per share, for pre-1995 property catastrophe events. Average common and common equivalent shares outstanding (on a primary basis) for 1995 were 18.3 million, compared with 18.1 million for 1994. Income Taxes Statement of Financial Accounting Standards No. 109 requires the establishment of a valuation allowance for deferred income tax benefits where it is more likely than not that some portion of the deferred income tax benefits will not be realized. Management believes, based on the Company's historical record of generating taxable income and its expectations of future earnings, that the Company's taxable income in the future periods will be sufficient to realize the net deferred income tax benefits reflected on its consolidated balance sheet as of September 30, 1995. In addition, management believes certain tax planning strategies exist, including its ability to alter the mix of its investment portfolio to taxable investments from tax-exempt investments, which could be implemented if necessary to ensure sufficient taxable income to realize fully its net deferred income tax benefits. Accordingly, SCOR U.S. has not established a valuation allowance with respect to its net deferred income tax benefits. 14 Liquidity and Capital Resources SCOR U.S. is a holding company. Its principal sources of cash are dividends from its operating subsidiaries, borrowings, and the issuance of equity securities. Generally, dividends that can be paid by insurers domiciled in New York State without prior approval of the New York Insurance Superintendent are limited for any twelve-month period to the lesser of 10% of statutory surplus or adjusted net investment income (as defined by the New York Insurance Law) for the previous twelve months. During the nine months ended September 30, 1995, $7.0 million of dividends were declared by SCOR Re to SCOR U.S. At September 30, 1995, the aggregate statutory surplus of the Operating Subsidiaries was $256.8 million. During 1995, the Company repurchased in the open market $6.4 million in principal amount of the Debentures and recognized an extraordinary gain of $552,000, or $0.03 per share, net of tax. The majority of these purchases, along with the December 1994 repurchase of $3.9 million in principal amount of the Debentures, were executed under a $10 million program authorized by the Board of Directors. Funding for the aggregate amount of repurchased Debentures, which purchases settled in January 1995, was provided by the issuance of the Company's commercial paper. In January 1995, the Board of Directors authorized the Company to repurchase up to an additional $20 million of Debentures in the open market, as market conditions permit. In connection with this additional authorization, SCOR U.S. has established a $20 million credit agreement with SCOR S.A., the proceeds of which are restricted to the repurchase of the Debentures or the repayment of any debt incurred to repurchase Debentures. At September 30, 1995, the Company utilized $5.0 million of this credit line. On October 1, 1990 SCOR U.S. renewed a $20.0 million bank note which was payable on that date. This note is due and payable on October 3, 1995 and bears interest at a fixed annual rate of 9.575%. The Company has entered into an interest rate swap agreement related to this note with a commercial bank. The swap agreement has a maturity date of October 1, 1995 and provides for the Company to make floating rate payments in exchange for fixed rate payments due on the loan. The floating rate, which resets every six months and is capped at 12.380%, was 11.818% as of the final reset date in April 1995. In October 1995, the Company refinanced this note with a $20 million borrowing from SCOR S.A. SCOR U.S. has established a commercial paper program which allows it to raise up to $50.0 million. At September 30, 1995, $20.6 million of commercial paper was outstanding. SCOR U.S. has a $30.0 million revolving line of credit with a bank which serves as a backstop for its commercial paper program. No borrowings have been made under this facility. At September 30, 1995, the amount remaining under the Company's existing stock repurchase program is approximately $1.5 million, which may be utilized as market conditions permit. The Company has not repurchased any shares under this program during 1995. 15 The primary sources of liquidity for the SCOR U.S. insurance and reinsurance subsidiaries are net cash flow from operating activities, the maturity or sale of investments, and capital contributions from SCOR U.S. Net cash provided by operating activities was $3.0 million for 1995 compared with cash used in operations of $8.5 million for 1994. Cash flow from operating activities during 1994 was adversely affected by continued property catastrophe paid loss activity as well as the payment of several large casualty claims. The Company has not suffered an adverse effect due to the recent catastrophe activity in the timing of recoveries or credit worthiness of retrocessionnaires. Loss payments associated with the recent catastrophe activity are not expected to have an adverse material effect on the Company's short-term or long-term liquidity. At September 30, 1995, total investments and cash at carrying value were $723.4 million compared with $677.6 million at December 31, 1994. The increased level of investments and cash is primarily attributable to the increase during the period in the fair value of investments carried at fair value. SCOR U.S. fixed maturity investments are substantially all investment grade, liquid securities with a weighted average maturity of 5.8 years. Approximately 99% of the fixed maturity portfolio is rated A or better. SCOR U.S. does not have any investments in real estate or high yield bonds. At September 30, 1995, the Company did not have any non-income producing investments. SCOR U.S. believes that cash and short-term investments are maintained at an adequate level for payment of claims and expenses as they become due. In addition, SCOR U.S. maintains a maturity distribution profile of fixed maturity investments sufficient to fund anticipated loss and loss expense obligations as they become due. The Company's long-term obligations primarily consist of the Debentures and the claims liabilities of the principal operating subsidiaries, which at September 30, 1995 averaged approximately 4.5 years. The Company may be subject to gains and losses resulting from currency fluctuations because some of its investments are denominated in currencies other than United States dollars, as are some of its net loss reserve liabilities. The Company makes investments denominated in foreign currencies to mitigate, in part, the effects of currency fluctuations on its results of operations. Investments denominated in foreign currencies do not constitute a material portion of the Company's investment portfolio and, in the opinion of management, are sufficient to meet its foreign currency obligations. Net gains resulting from foreign currency transactions during the periods ending September 30, 1995 and 1994 were $126,000 and $200,000, respectively. Stockholders' equity at September 30, 1995 was $277.4 million, an increase of $38.0 million compared with December 31, 1994. This increase resulted primarily from net income of $14.1 million for the period and unrealized appreciation of investments carried at fair value, net of tax effect, of $26.4 million, less cash dividends declared of $2.7 million. On March 10, 1995 the Company's Board of Directors reduced the regular quarterly dividend to $.05 per share from the previous quarterly rate of $.09 per share. The ratio of net premiums written to surplus, sometimes referred to as "insurance exposure", relates to the amount of risk to which an insurer's statutory capital and surplus can be exposed, as measured by the amount of premiums written in relation to such surplus. Insurance practice and regulatory 16 guidelines suggest that property and casualty insurance companies maintain a net premiums written ratio of less than 3 to 1. For the reinsurance industry, a ratio of 2 to 1 or less is generally considered prudent. SCOR U.S.'s net premiums written to surplus ratios were .94 to 1 and 1.03 to 1 for 1995 and 1994, respectively. Subsequent Event On November 2, 1995 the Company entered into an Agreement and Plan of Merger with SCOR S.A., its majority shareholder, and SCOR Merger Sub Corporation ("Merger Sub"), a newly formed Delaware corporation and wholly-owned subsidiary of SCOR S.A., which provides, among other things, that upon certain terms and conditions, that Merger Sub will be merged with and into the Company upon consummation of the tender offer made by SCOR S.A., through Merger Sub, to purchase all of the outstanding shares of Common Stock of the Company not held by it. 17 PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS The Company is party to various lawsuits arising in the normal course of its business. The Company does not believe that any of the litigation to which it is currently a party will have a material adverse effect on the operating results or financial condition of SCOR U.S. and its subsidiaries. ITEM 5. OTHER INFORMATION On November 2, 1995 the Company entered into an Agreement and Plan of Merger with SCOR S.A., its majority shareholder, and SCOR Merger Sub Corporation ("Merger Sub"), a newly formed Delaware corporation and wholly-owned subsidiary of SCOR S.A., which provides, among other things, that upon certain terms and conditions, that Merger Sub will be merged with and into the Company upon consummation of the tender offer made by SCOR S.A., through Merger Sub, to purchase all of the outstanding shares of the Company not held by it. Reference is made to the Form 8-K Current Report filed with the Securities and Exchange Commission (the "Commission") on November 6, 1995. On November 9, 1995 the Company filed with the Commission a Schedule 14D-9 Solicitation/Recommendation Statement with respect to SCOR S.A.'s Offer to Purchase all of the outstanding shares of Common Stock of the Company not already held by it. Reference is made to the Schedule 14D-9 filed with the Commission on November 9, 1995. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K a) Exhibits 10(v) Loan Agreement between SCOR U.S. Corporation and SCOR S.A dated January 24, 1995. 10(w) Loan Agreement between SCOR U.S. Corporation and SCOR S.A. dated October 2, 1995. 11 Computation of Earnings per Share 15 Letter re Unaudited Interim Financial Information b) Reports on Form 8-K None. 18 Signatures Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. SCOR U.S. Corporation (Registrant) Dated: November 14, 1995 /s/ Jeffrey D. Cropsey Jeffrey D. Cropsey Senior Vice President and Chief Financial Officer 19