SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1999
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number 1-12644
Financial Security Assurance Holdings Ltd.
(Exact name of registrant as specified in its charter)
New York 13-3261323
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
350 Park Avenue, New York, New York 10022
(Address of principal executive offices, including zip code)
(212) 826-0100
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
<TABLE>
Title of each class Name of each exchange on which registered
------------------- -----------------------------------------
<S> <C>
Common Stock, par value $.01 per share New York Stock Exchange, Inc.
7.375% Senior Quarterly Income Debt Securities Due 2097 New York Stock Exchange, Inc.
6.950% Senior Quarterly Income Debt Securities Due 2098 New York Stock Exchange, Inc.
</TABLE>
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes |X| No |_|
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. |_|
The aggregate market value of voting stock, excluding treasury shares,
held by non-affiliates of the registrant at March 16, 2000 was $1,911,715,971
(based upon the closing price of the registrant's shares on the New York Stock
Exchange on March 16, 2000, which was $71-15/16). For purposes of the foregoing,
White Mountains Insurance Group, Ltd., was deemed to be an affiliate of the
registrant.
At March 16, 2000, there were outstanding 33,517,995 shares of Common
Stock, par value $0.01 per share, of the registrant (includes 511,031 shares of
Common Stock owned by a trust on behalf of the Company and excludes 158,306
shares of Common Stock actually held in treasury).
Documents Incorporated By Reference
Portions of the registrant's Annual Report to Shareholders for the year
ended December 31, 1999 are incorporated by reference into Part II hereof.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
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<S> <C>
Item 1. Business.................................................................. 2
Item 2. Properties................................................................ 23
Item 3. Legal Proceedings......................................................... 23
Item 4. Submission of Matters to a Vote of Security Holders....................... 23
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters..... 24
Item 6. Selected Financial Data................................................... 24
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations............................................................. 24
Item 7A. Quantitative and Qualitative Disclosures About Market Risk................ 24
Item 8. Financial Statements and Supplementary Data............................... 25
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure...................................................... 25
Item 10. Directors and Executive Officers of the Registrant........................ 26
Item 11. Executive Compensation.................................................... 29
Item 12. Security Ownership of Certain Beneficial Owners and Management............ 35
Item 13. Certain Relationships and Related Transactions............................ 38
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.......... 41
</TABLE>
1
<PAGE>
Item 1. Business.
General
Financial Security Assurance Holdings Ltd. (the "Company"), through its
wholly owned subsidiary, Financial Security Assurance Inc. ("FSA"), is primarily
engaged in the business of providing financial guaranty insurance on
asset-backed and municipal obligations. The claims-paying ability of FSA is
rated "triple-A" by the major securities ratings agencies and obligations
insured by FSA are generally awarded "triple-A" ratings by reason of such
insurance. FSA was the first insurance company organized to insure asset-backed
obligations and has been a leading insurer of asset-backed obligations (based on
number of transactions insured) since its inception in 1985. FSA expanded the
focus of its business in 1990 to include financial guaranty insurance of
municipal obligations. For the year ended December 31, 1999, FSA had gross
premiums written of $362.7 million, of which 51% related to insurance of
municipal obligations and 49% related to insurance of asset-backed obligations.
At December 31, 1999, FSA had net insurance in force of $195.6 billion, of which
67% represented insurance of municipal obligations and 33% represented insurance
of asset-backed obligations. FSA is licensed to engage in the financial guaranty
insurance business in all 50 states, the District of Columbia, Puerto Rico and
the U.S. Virgin Islands.
FSA owns FSA Insurance Company ("FSAIC"), which in turn owns Financial
Security Assurance International Ltd. ("FSA International"), Financial Security
Assurance (U.K.) Limited ("FSA-UK") and Financial Security Assurance of
Oklahoma, Inc. ("FSA Oklahoma"). FSA International is a Bermuda domiciled
insurance company that primarily provides financial guaranty insurance for
transactions outside United States and European markets as well as reinsurance
to FSA. FSA-UK is a United Kingdom domiciled insurance company that primarily
provides financial guaranty insurance for transactions in the United Kingdom and
other European markets. FSAIC is an Oklahoma domiciled insurance company that
primarily provides reinsurance to FSA. FSA Oklahoma ceased to be an operating
company in 1998. All such insurance company subsidiaries are wholly owned,
except that XL Capital Ltd owns a minority interest in FSA International as
described below.
FSA Portfolio Management Inc. ("FSA Portfolio Management"), a wholly owned
subsidiary of the Company, is engaged in the business of managing the investment
portfolios of the Company and its affiliates.
Transaction Services Corporation ("TSC"), a wholly owned subsidiary of the
Company, is engaged in the business of managing workout transactions within the
insured portfolios of the Company and its subsidiaries and of certain third
parties.
When it commenced operations in 1985, the Company was owned by a number of
large insurance companies and other institutional investors. In 1989, the
Company was acquired by U S WEST Capital Corporation ("U S WEST"), which has
since changed its name to MediaOne Capital Corporation ("MediaOne"). MediaOne is
a subsidiary of MediaOne Group, Inc., with operations and investments in
domestic cable and broadband communications and international broadband and
wireless communication. In 1990, the Company established a strategic
relationship with The Tokio Marine and Fire Insurance Co. Ltd. ("Tokio Marine"),
which acquired a minority interest in the Company. Tokio Marine is a major
Japanese property and casualty insurance company.
In 1994, the Company completed an initial public offering (the "IPO") of
common shares, at which time White Mountains Insurance Group, Ltd. ("White
Mountains") (formerly known as Fund American Enterprises Holdings, Inc.) made an
investment in the Company and entered into certain agreements providing, among
other things, White Mountains options to acquire additional shares of the
Company from MediaOne. In 1994, pursuant to these agreements, the Company issued
to White Mountains 2,000,000 shares of Series A non-dividend paying voting
convertible preferred stock having a liquidation preference of $700,000. In
1999, White Mountains exercised its stock options and acquired 2,560,607 shares
of common stock from MediaOne. White Mountains is an insurance holding company.
In 1998, the Company and XL Capital Ltd ("XL") entered into a joint
venture, establishing two Bermuda domiciled financial guaranty insurance
companies--FSA International and XL Financial Assurance Ltd ("XLFA"). XL owns a
minority interest in FSA International and the Company owns a minority interest
in XLFA. In connection with such joint venture, XL acquired an interest in the
Company and the Company acquired an interest in XL. XL is a major Bermuda
insurance company.
2
<PAGE>
In December 1999, the Company sold additional shares of common stock to
White Mountains, Tokio Marine and XL. See Item 5, "Market for Registrant's
Common Equity and Related Stockholders Matters." During 1999, MediaOne
distributed 7,825,104 shares to the holders of Debt Exchangeable for Common
Stock ("DECS") previously issued by U S WEST, Inc.
At December 31, 1999, voting control of the Company was held 25.2% by
White Mountains, 7.4% by Tokio Marine, 7.2% by XL, 4.8% by MediaOne and 55.4% by
the public and employees.
On March 14, 2000, the Company announced that it had entered into a merger
agreement pursuant to which the Company would become a wholly owned subsidiary
of Dexia S.A., a publicly held Belgian corporation, subject to receipt of
shareholder and regulatory approvals and satisfaction of other closing
conditions. Dexia S.A., through its bank subsidiaries, is primarily engaged in
the business of public finance in France, Belgium and other European countries.
The principal executive offices of the Company are located at 350 Park
Avenue, New York, New York 10022. Subsidiaries of the Company also maintain
offices domestically in San Francisco and Dallas and abroad in London,
Singapore, Bermuda, Tokyo, Sydney and Madrid.
Industry Overview
Financial guaranty insurance written by FSA typically guarantees scheduled
payments on an issuer's obligations. Upon a payment default on an insured
obligation, FSA is generally required to pay the principal, interest or other
amounts due in accordance with the obligation's original payment schedule or, at
its option, to pay such amounts on an accelerated basis. FSA's underwriting
policy is to insure asset-backed and municipal obligations that would otherwise
be investment grade without the benefit of FSA's insurance. Asset-backed
obligations insured by FSA are generally issued in structured transactions
backed by pools of assets such as residential mortgage loans, consumer or trade
receivables, securities or other assets having an ascertainable cash flow or
market value. Municipal obligations insured by FSA consist primarily of general
obligation bonds supported by the issuers' taxing power and special revenue
bonds and other special obligations of state and local governments supported by
the issuers' ability to impose and collect fees and charges for public services
or specific projects.
The Company's business objective is to remain a leading insurer of
asset-backed and municipal obligations employing our transactional and financial
skills to generate strong premium volume at attractive returns. The Company
believes that the demand for our financial guaranty insurance will remain strong
over the long term as a result of the anticipated continuation of three trends:
(i) expansion of asset securitization outside the residential mortgage sector;
(ii) substantial volume of new domestic municipal bonds that are insured, due,
in part, to the continued use of municipal bonds to finance repairs and
improvements to the nation's infrastructure and municipal bond purchases by
individuals who generally purchase insured obligations; and (iii) growing use of
asset securitization and financial guaranty insurance in non-U.S. markets, due
to, in part, a trend towards private financing initiatives for projects that
have essential public purposes and regulatory changes encouraging or
facilitating off-balance sheet financings.
The Company expects to continue to emphasize a diversified insured
portfolio characterized by insurance of both asset-backed and municipal
obligations, with a broad geographic distribution and a variety of revenue
sources and transaction structures. In addition to its domestic business, the
Company selectively pursues international opportunities and currently operates
in the European and Asia Pacific markets.
Business of FSA
General
The business of FSA is managed by its Management Committee, comprised of
its Chairman, President, Chief Operating Officer, Chief Underwriting Officer,
General Counsel and Chief Financial Officer. FSA is primarily engaged in the
business of writing financial guaranty insurance on asset-backed and municipal
obligations as described below.
Asset-Backed Obligations
Asset-backed obligations are typically issued in connection with
structured financings or securitizations, in which the securities being issued
are secured by or payable from a specific pool of assets having an ascertainable
cash flow or market value and held by a special purpose issuing entity. While
most asset-backed obligations are secured by or represent interests in diverse
pools of assets, such as residential mortgage loans, auto loans, debt securities
and bank loans, monoline financial guarantors also insure asset-backed
obligations secured by less diverse payment sources, such as multifamily real
estate.
3
<PAGE>
Asset-backed obligations are typically payable from cash flow generated by
a pool of assets and take the form of either "pass-through" obligations, which
represent interests in the related assets, or "pay-through" obligations, which
generally are debt obligations collateralized by the related assets. Both types
of asset-backed obligations generally have the benefit of overcollateralization,
excess cash flow or one or more other forms of credit enhancement to cover
credit risks associated with the related assets.
The following table sets forth certain industry information relating to selected
asset-backed obligations for the periods indicated:
New Asset-Backed Obligations
<TABLE>
<CAPTION>
Volume of Combined Asset-Backed
Private-Label Volume of Other Volume Volume
Residential Public of Insured by Monoline
Mortgage Asset-Backed Asset-Backed Insurance
Obligations(1) Obligations(2) Obligations(3) Companies(4)
-------------- -------------- -------------- ------------
(dollars in billions)
<S> <C> <C> <C> <C>
1991 ......... $ 49.3 $ 50.6 $ 99.9 $ 9.8
1992 ......... 89.5 51.1 140.6 10.3
1993 ......... 98.5 61.0 159.5 21.4
1994 ......... 63.2 75.5 138.7 24.7
1995 ......... 37.0 108.0 145.0 44.7
1996 ......... 38.4 151.1 189.5 74.5
1997 ......... 63.3 176.0 239.5 92.6
1998 ......... 132.7 178.8 311.5 120.1
1999 ......... 99.2 185.3 284.5 N/A(5)
</TABLE>
(1) Information is from Inside Mortgage Securities, January 8, 1993, January
14, 1994, January 20, 1995, February 2, 1996, and Inside MBS & ABS,
February 14, 1997, January 16, 1998, January 8, 1999, and January 7, 2000
and includes all U.S. public and rated private residential first
mortgage-backed transactions, except obligations issued or guaranteed by
government related entities.
(2) Information is from Asset Sales Report, January 18, 1993, January 25,
1993, January 10, 1994, January 9, 1995, January 22, 1996, January 27,
1997, January 5, 1998, March 1 , 1999 and January 3, 2000 and includes all
U.S. public asset-backed obligations (other than commercial paper
transactions) backed by consumer receivables (including home equity
loans), pooled corporate obligations and commercial mortgages.
(3) Combined volume excludes: (i) private placement non-residential
asset-backed obligations, (ii) asset-backed commercial paper and (iii)
non-U.S. obligations.
(4) Information is based on data provided by the Association of Financial
Guaranty Insurors (AFGI). Includes all public and private transactions and
all domestic and non-domestic transactions.
(5) Not available.
The market data set forth in the table above excludes privately placed
non-residential mortgage transactions as well as non-domestic issues. As a
result, the market data omits information regarding most "collateralized debt
obligation" securitizations, which represented a significant sector in the
insured asset-backed market in 1998 and 1999. The insured volume data in the
table includes such transactions.
The issuance of asset-backed obligations of the type included in the table
experienced substantial growth in each year listed, with the exceptions of 1994
and 1999. The combined volume of such asset-backed obligations grew from $99.9
billion in 1991 to a high of $311.5 billion in 1998. In 1999, the public
asset-backed market increased while the private-label mortgage-backed sector
decreased, resulting in an overall decline to $284.5 billion.
The largest single component of public, non-residential asset-backed
obligations was credit card securitizations in 1991, automobile loan
securitizations in 1992 and 1993, credit card securitizations in 1994, 1995 and
1996, home equity loan securitizations in 1997 and 1998, and automobile loan
securitizations in 1999.
The par value of new asset-backed obligations insured by monoline
financial guaranty insurance companies rose in every year from 1991 through
1998.
4
<PAGE>
The growth in the issuance of asset-backed obligations since 1991 has been
due in part to increased capital requirements of commercial banks and insurance
companies and the contraction of credit extended to corporations. Banks have
responded to increased capital requirements by selling certain of their assets,
such as credit card receivables and automobile loans, in securitized structures
to the financial markets. Moreover, many corporations have found securitization
of their assets to be a less costly funding alternative to traditional forms of
borrowing. The period has also seen the development of finance companies that
fund consumer finance and home equity lending through the capital markets.
Residential mortgage-backed issuance declined in 1994 because interest
rates rose, causing a reduction in mortgage loan refinancings and therefore in
the amount of new loan originations available for securitization. The decline
continued in 1995, as interest rates stabilized, and ended in 1996. Issuance
increased in 1997 and 1998 due to falling interest rates and declined as rates
rose in 1999.
The demand for asset securitizations continues to deepen and broaden as
issuers securitize new classes of assets through increasingly complex
structures. Properly structured credit enhancements are often attractive in
providing market acceptability, liquidity and security.
Municipal Obligations
Municipal obligations include bonds, notes and other evidences of
indebtedness issued by states and their political subdivisions (such as
counties, cities or towns), utility districts, public universities and
hospitals, public housing and transportation authorities and other public and
quasi-public entities. Municipal obligations are supported by the issuer's
taxing power in the case of general obligation bonds, or by the issuer's ability
to impose and collect fees and charges for public services or specific projects
in the case of most special revenue bonds.
Insurance of municipal obligations represents the largest portion of the
financial guaranty insurance business. Since the early 1980s, insured municipal
obligation volume has grown substantially in terms of insurance in force, the
number of municipalities issuing insured obligations and the types of municipal
obligations that are insured. The percentage of municipal obligations insured
has also increased substantially. From 1990 to 1993, municipal issuance
increased each year. The low market interest rates which prevailed during 1993
resulted in record levels of new issuances and refundings of municipal bonds. As
expected, these record levels of issuances and refundings were not sustained
when interest rates increased. Consequently, the volume of issuances and
refundings of municipal bonds, and opportunities to write insurance for such
bonds, fell significantly in 1994 and modestly in 1995. Both total issuance and
refundings increased in 1996, 1997 and 1998, primarily because of lower interest
rates. In 1999, rising interest rates caused a steep decline in refundings,
which was responsible for much of the decline in total issuance that year.
The following table sets forth certain information regarding long-term
municipal obligations, issued during the periods indicated:
Insured Municipal Obligations(1)
<TABLE>
<CAPTION>
New Insured
Volume
New New as Percent
Year Total Insured of New Total
Volume Volume Volume
------ ------ ------
(dollars in billions)
<S> <C> <C> <C>
1990 ................. $127.8 $ 33.5 26.2%
1991 ................. 172.4 51.9 30.1
1992 ................. 234.7 80.8 34.4
1993 ................. 292.2 107.9 36.9
1994 ................. 165.0 61.5 37.3
1995 ................. 160.0 68.5 42.8
1996 ................. 185.0 85.7 46.3
1997 ................. 220.6 107.5 48.7
1998 ................. 286.2 145.1 50.7
1999 ................. 225.9 103.9 46.0
</TABLE>
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(1) Information is based on data provided in The Bond Buyer, January 7, 2000.
Volume is expressed in terms of principal insured.
5
<PAGE>
Types of Products
FSA's insurance is employed in both the new issue and secondary markets.
Insurance premium rates take into account the projected return to and risk
assumed by FSA. Critical factors in assessing risk include the credit quality of
the issuer, type of issue, sources of repayment, transaction structure and term
to maturity. Each obligation is evaluated on the basis of such factors and
subject to FSA's underwriting guidelines. The final premium rate is generally a
function of market factors, including the interest rate savings to the issuer
from the use of insurance.
In the case of new issues, the insured obligations are sold with FSA
insurance at the time the obligations are issued. For both municipal and
asset-backed obligations, FSA participates in negotiated offerings, where the
investment banker and often the insurer have been selected by the sponsor or
issuer. In addition, FSA participates in competitive offerings, where
underwriting syndicates bid for securities and submit bids that may include
insurance.
In the secondary market, FSA's Triple-A Guaranteed Secondary Securities
(TAGSS(R)) Program provides insurance for uninsured asset-backed obligations
trading in the secondary market. Likewise, FSA's Custody Receipt Program
provides insurance for uninsured municipal obligations trading in the secondary
market. The insurance of obligations outstanding in the secondary market
generally affords a wider secondary market and therefore greater marketability
to a given issue of previously issued obligations. FSA's underwriting guidelines
require the same underwriting standards on secondary market issues as on new
security issues, although the evaluation procedures are typically abbreviated.
FSA insures guaranteed investment contracts ("GIC's"), GIC equivalents and
obligations under interest rate, currency and credit default swaps, both alone
and in connection with asset-backed and municipal transactions employing FSA
insurance. FSA writes portfolio insurance for securities held by unit investment
trusts and mutual funds. Such insurance covers securities either while they are
held by the fund or to their maturity, whether or not held by the fund. FSA also
issues surety bonds under its Sure-Bid(R) program, which provides an alternative
to issuers and financial advisors to traditional types of good faith deposits on
competitive municipal bond transactions.
The following table indicates the percentages of par amount (net of
reinsurance) outstanding at December 31, 1999 and 1998 with respect to each type
of asset-backed and municipal program:
Net Par Amount and Percentage Outstanding by Program Type
<TABLE>
<CAPTION>
December 31, 1999
-------------------------------------------------------------------------
Asset-Backed Programs Municipal Programs
---------------------------------- ----------------------------------
Percent of Percent of
Net Total Net Amount Net Total Net Par
Par Amount Amount Par Amount Amount
Outstanding Oustanding Outstanding Outstanding
----------- ---------- ----------- -----------
(dollars in millions)
<S> <C> <C> <C> <C>
New Issue ......... $47,450 93.9% $72,148 92.2%
Secondary Market .. 3,039 6.0 6,149 7.8
Portfolio Insurance 19 0.1 -- 0.0
------- ----- ------- -----
Total ......... $50,508(1) 100.0% $78,297(2) 100.0%
======= ===== ======= =====
</TABLE>
<TABLE>
<CAPTION>
December 31, 1998
-------------------------------------------------------------------------
Asset-Backed Programs Municipal Programs
---------------------------------- ----------------------------------
Percent of Percent of
Net Total Net Amount Net Total Net Par
Par Amount Amount Par Amount Amount
Outstanding Oustanding Outstanding Outstanding
----------- ---------- ----------- -----------
(dollars in millions)
<S> <C> <C> <C> <C>
New Issue ......... $34,972 93.4% $59,986 90.9%
Secondary Market .. 2,432 6.5 6,020 9.1
Portfolio Insurance 19 0.1 -- 0.0
------- ----- ------- -----
Total ......... $37,423(1) 100.0% $66,006(2) 100.0%
======= ===== ======= =====
</TABLE>
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(1) Excludes $207 million and $200 million par amount outstanding assumed by
FSA under reinsurance agreements at December 31, 1999 and 1998,
respectively.
(2) Excludes $926 million and $1,044 million par amount outstanding assumed by
FSA under reinsurance agreements at December 31, 1999 and 1998,
respectively.
6
<PAGE>
Insurance in Force
FSA insures a variety of asset-backed obligations, including obligations
backed by residential mortgage loans, auto loans, other consumer receivables,
corporate bonds, bank loans, government debt and multifamily mortgage loans.
Asset-backed obligations insured by FSA include synthetic obligations such as
credit default swaps structured to have risks similar to more traditional forms
of asset-backed structures. FSA has insured a broad array of municipal
obligations. FSA has also insured investor-owned utility first mortgage bonds
and sale/leaseback obligation bonds. In 1990, FSA ceased writing insurance
backed by commercial mortgage loans, and today retains only minor net insurance
in force in that sector. FSA has also insured obligations of financial
institutions and, on a short-term basis, obligations of highly rated corporate
obligors.
FSA has selectively expanded its insured portfolio in a manner intended to
achieve diversification. At December 31, 1999, FSA and its subsidiaries had in
force 740 issues insuring approximately $64.4 billion in gross direct par amount
outstanding of asset-backed obligations and 5,419 issues insuring approximately
$109.6 billion in gross direct par amount outstanding of municipal obligations.
In addition, at December 31, 1999, FSA had assumed pursuant to certain
reinsurance contracts approximately $0.2 billion and $1.0 billion in par amount
outstanding on asset-backed and municipal obligations, respectively, resulting
in a total gross par amount outstanding of approximately $175.2 billion. At such
date, the total net par amount outstanding, determined by reducing the gross par
amount outstanding to reflect reinsurance ceded of approximately $45.3 billion,
was approximately $129.9 billion. Net par data does not distinguish between
quota share and first loss reinsurance. In light of FSA's substantial use of
first loss reinsurance in the asset-backed sector, net par data tends to
overstate FSA's net risk exposure. At December 31, 1999, the weighted average
life of the direct principal insured on these policies was approximately five
and thirteen years, respectively, for asset-backed and municipal obligations.
Asset-Backed Obligations
FSA's insured portfolio of asset-backed obligations is divided into six
major categories:
Residential Mortgage Loans. Obligations primarily backed by residential
mortgage loans generally take the form of conventional pass-through certificates
or pay-through debt securities, but also include other structured products.
Residential mortgage loans backing these insured obligations include closed-end
first mortgage loans and closed- and open-end second mortgage loans or home
equity loans on one-to-four family residential properties, including
condominiums and cooperative apartments.
Consumer Receivables. Obligations primarily backed by consumer receivables
include conventional pass-through and pay-through securities as well as more
highly structured transactions. Consumer receivables backing these insured
obligations include automobile loans and leases, manufactured housing loans and
credit card receivables.
Government Securities. Obligations primarily backed by government
securities include insured investment funds that invest in government securities
and insured bonds backed by letters of credit or repurchase agreements
collateralized by government securities. Government securities include full
faith and credit obligations of the United States and obligations of public
agencies and government sponsored enterprises of the United States, such as the
Federal National Mortgage Association ("FNMA") and the Federal Home Loan
Mortgage Corporation ("Freddie Mac"), as well as obligations of non-U.S.
sovereigns.
Pooled Corporate Obligations. Obligations primarily backed by pooled
corporate obligations include obligations collateralized by corporate debt
securities or corporate loans and obligations backed by cash flow or market
value of non-consumer indebtedness, and include "collateralized bond
obligations" and "collateralized loan obligations". Corporate obligations
include corporate bonds, bank loan participations, trade receivables, franchise
loans and equity securities.
Investor-Owned Utility Obligations. Obligations backed by investor-owned
utilities include, most commonly, first mortgage bond obligations of for-profit
electric or water utilities providing retail, industrial and commercial service,
and also include sale-leaseback obligation bonds supported by such entities. In
each case, these bonds are secured by a mortgage on property owned by or leased
to an investor-owned utility.
Other Asset-Backed Obligations. Other asset-backed obligations insured by
FSA include bonds or other securities backed by a combination of assets that
include elements of more than one of the categories set forth above.
7
<PAGE>
Municipal Obligations
FSA's insured portfolio of municipal obligations is divided into seven
major categories:
General Obligation Bonds. General obligation bonds are issued by states,
their political subdivisions and other municipal issuers, and are supported by
the general obligation of the issuer to pay from available funds and by a pledge
of the issuer to levy taxes sufficient in an amount to provide for the full
payment of the bonds to the extent other available funds are insufficient.
Housing Revenue Bonds. Housing revenue bonds include both multifamily and
single family housing bonds, with multi-tiered security structures based on the
underlying mortgages, reserve funds, and various other features such as Federal
Housing Administration or private mortgage insurance, bank letters of credit,
first loss guaranties, and, in some cases, the general obligation of the issuing
housing agency or a state's "moral obligation" (that is, not a legally binding
commitment) to make up deficiencies.
Municipal Utility Revenue Bonds. Municipal utility revenue bonds include
obligations of all forms of municipal utilities, including electric, water and
sewer utilities. Insurable utilities may be organized as municipal enterprise
systems, authorities or joint-action agencies.
Health Care Revenue Bonds. Health care revenue bonds include both
long-term maturities for capital construction or improvements of health care
facilities and medium-term maturities for equipment purchase, and include both
secured and unsecured obligations of individual hospitals and health care
systems.
Tax-Supported (Non-General Obligation) Bonds. Tax-supported (non-general
obligation) bonds include a variety of bonds that, though not general
obligations, are supported by the taxing ability of the issuer, such as
tax-backed revenue bonds and lease revenue bonds. Tax-backed revenue bonds may
be secured by a first lien on pledged tax revenues, such as those from special
taxes, including those on retail sales and gasoline, or from tax increments (or
tax allocations) generated by growth in property values within a district. FSA
also insures bonds secured by special assessments, levied against property
owners, which benefit from covenants by the district to levy, collect and
enforce collections and to foreclose on delinquent properties. Lease revenue
bonds or certificates of participation (COPs) may be secured by long-term
obligations or by lease obligations subject to annual appropriation. The
financed project is generally real property or equipment that, in the case of
annual appropriation leases, FSA deems to serve an essential public purpose
(e.g., schools, prisons, courts) or, in the case of long-term leases, is
insulated from the risk of abatement resulting from nontenantability.
Transportation Revenue Bonds. Transportation revenue bonds include a wide
variety of revenue-supported bonds, such as bonds for airports, ports, tunnels,
parking facilities, toll roads and toll bridges.
Other Municipal Bonds. Other municipal bonds insured by FSA include
college and university revenue bonds, moral obligation bonds, resource recovery
bonds and debt issued, guarantied or otherwise supported by non-domestic
national or local governmental entities.
A summary of FSA's insured portfolio at December 31, 1999 is shown below.
Please note that exposure amounts are expressed net of reinsurance but do not
distinguish between quota share reinsurance and first loss reinsurance. In
recent years, FSA has tended to employ quota share reinsurance in the municipal
sector and first loss reinsurance in the asset-backed sector.
8
<PAGE>
Summary of Insured Portfolio at December 31, 1999
<TABLE>
<CAPTION>
Number Percent
of Net Par Net of Net
Issues in Amount Par and Par and
Force Outstanding Interest Interest
----- ----------- -------- --------
(dollars in millions)
<S> <C> <C> <C> <C>
Asset-backed obligations
Residential mortgages .......... 356 $ 16,663 $ 21,977 11.3%
Consumer receivables ........... 148 14,954 16,447 8.4
Government securities .......... 32 642 975 0.5
Pooled corporate obligations ... 81 10,991 15,012 7.7
Investor-owned utility
obligations .................. 32 548 1,240 0.6
Other asset-backed obligations . 9 155 192 0.1
International obligations ...... 82 6,762 9,043 4.6
----- -------- -------- -----
Total asset-backed obligations 740 50,715 64,886 33.2
----- -------- -------- -----
Municipal obligations
General obligation bonds ....... 3,259 30,742 47,361 24.2
Housing revenue bonds .......... 178 2,620 5,021 2.6
Municipal utility revenue bonds 599 11,293 18,831 9.6
Health care revenue bonds ...... 143 5,950 10,593 5.4
Tax-supported (non-general
obligation) bonds ............ 684 17,646 29,540 15.1
Transportation revenue bonds ... 64 3,367 6,205 3.2
Other municipal bonds .......... 461 6,199 10,038 5.1
International obligations ...... 31 1,406 3,096 1.6
----- -------- -------- -----
Total municipal obligations .. 5,419 79,223 130,685 66.8
----- -------- -------- -----
Total .................... 6,159 $129,938 $195,571 100.0%
===== ======== ======== =====
</TABLE>
Obligation Type
The table below sets forth the relative percentages of net par amount
written of obligations insured by FSA by obligation type during each of the last
five years:
Annual New Business Insured by Obligation Type
<TABLE>
<CAPTION>
Year Ended December 31,
------------------------------------
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Asset-backed obligations
Residential mortgages ................ 14% 16% 19% 28% 26%
Consumer receivables ................. 20 16 23 24 29
Government securities ................ 0 0 2 1 0
Pooled corporate obligations ......... 14 9 3 1 10
Investor-owned utility
obligations ........................ 0 0 0 0 0
Other asset-backed obligations ....... 0 1 0 1 1
International obligations ............ 11 2 8 3 0
--- --- --- --- ---
Total asset-backed
obligations ........................ 59 44 55 58 66
--- --- --- --- ---
Municipal obligations
General obligations bonds ............ 19 22 18 20 11
Housing revenue bonds ................ 2 2 1 1 2
Municipal utility revenue bonds ...... 5 9 2 4 4
Health care revenue bonds ............ 2 6 4 2 3
Tax-supported (non-general
obligation) bonds .................. 8 10 10 9 6
Transportation revenue bonds ......... 2 2 2 1 6
Other municipal bonds ................ 3 5 6 4 2
International bonds .................. 0 0 2 1 0
--- --- --- --- ---
Total municipal obligations ........ 41 56 45 42 34
--- --- --- --- ---
Total .......................... 100% 100% 100% 100% 100%
=== === === === ===
</TABLE>
9
<PAGE>
Terms to Maturity
The table below sets forth the estimated terms to maturity of FSA's
policies at December 31, 1999 and 1998:
Estimated Terms to Maturity of Net Par of Insured Obligations(1)
<TABLE>
<CAPTION>
December 31, 1999 December 31, 1998
--------------------- ----------------------
(in millions)
Estimated Asset- Asset-
Term to Maturity Backed Municipal Backed Municipal
---------------- ------ --------- ------ ---------
<S> <C> <C> <C> <C>
0 to 5 Years ........... $10,272 $ 3,351 $ 8,468 $ 2,756
5 to 10 Years .......... 13,911 8,742 7,516 7,495
10 to 15 Years ......... 8,956 15,441 5,661 12,427
15 to 20 Years ......... 814 24,711 670 20,265
20 Years and Above ..... 16,762 26,978 15,308 24,107
------- ------- ------- -------
Total ................ $50,715 $79,223 $37,623 $67,050
======= ======= ======= =======
</TABLE>
(1) Based on estimates made by the issuers of the insured obligations as of
the original issuance dates of such obligations. Actual maturities could
differ from contractual maturities because borrowers have the right to
call or prepay certain obligations with or without call or prepayment
penalties.
Issue Size
The tables below set forth information with respect to the original net par
amount of insurance written per issue insured by FSA at December 31, 1999:
Asset-Backed -- Original Net Par Amount Per Issue(1)
<TABLE>
<CAPTION>
Percent of
Percent of Total
Total Net Par Net Par
Original Number Number Amount Amount
Net Par Amount of Policies of Issues Outstanding Outstanding
-------------- ----------- --------- ----------- -----------
(dollars in millions)
<S> <C> <C> <C> <C>
Less than $10 million........ 502 34.2% $ 822 1.6%
$10 to $25 million........... 182 12.4 1,481 2.9
$25 to $50 million........... 166 11.3 1,650 3.3
$50 million or greater....... 619 42.1 46,555 92.2
----- ----- ------- -----
Total...................... 1,469 100.0% $50,508 100.0%
===== ===== ======= =====
</TABLE>
- ----------
(1) Does not include $207 million net par amount outstanding assumed by FSA
and its subsidiaries under reinsurance agreements.
Municipal -- Original Net Par Amount Per Issue(1)
<TABLE>
<CAPTION>
Percent of
Percent of Total
Total Net Par Net Par
Original Number Number Amount Amount
Net Par Amount of Policies of Issues Outstanding Outstanding
-------------- ----------- --------- ----------- -----------
(dollars in millions)
<S> <C> <C> <C> <C>
Less than $10 million ......... 7,773 75.4% $20,996 26.8%
$10 to $25 million ............ 1,478 14.3 15,013 19.2
$25 to $50 million ............ 540 5.2 12,038 15.4
$50 million or greater ........ 524 5.1 30,250 38.6
------ ----- ------- -----
Total ....................... 10,315 100.0% $78,297 100.0%
====== ===== ======= =====
</TABLE>
- ----------
(1) Does not include $926 million net par amount outstanding assumed by FSA
and its subsidiaries under reinsurance agreements.
10
<PAGE>
Geographic Concentration
In its asset-backed business, FSA considers geographic concentration as a
factor in underwriting insurance covering securitizations of asset pools such as
residential mortgage loans or consumer receivables. However, after the initial
issuance of an insurance policy relating to such securitizations, the geographic
concentration of the underlying assets may change over the life of the policy.
In addition, in writing insurance for other types of asset-backed obligations,
such as securities primarily backed by government or corporate debt, geographic
concentration is not considered to be a significant credit factor given other
more relevant measures of diversification such as issuer or industry
diversification.
FSA seeks to maintain a diversified portfolio of insured municipal
obligations designed to spread its risk across a number of geographic areas. The
table below sets forth those jurisdictions in which municipalities issued an
aggregate of 2% or more of FSA's net par amount outstanding of insured municipal
securities:
Municipal
Insured Portfolio by Jurisdiction
at December 31, 1999
<TABLE>
<CAPTION>
Percent of
Total
Net Par Municipal Net
Number Amount Par Amount
Jurisdiction of Issues Outstanding Outstanding
- ------------ --------- ----------- -----------
(dollars in millions)
<S> <C> <C> <C>
California .................. 575 $11,543 14.6%
New York .................... 428 7,006 8.8
Pennsylvania ................ 403 5,509 7.0
Texas ....................... 469 5,095 6.4
Florida ..................... 147 4,696 5.9
New Jersey .................. 317 4,444 5.6
Illinois .................... 420 4,103 5.2
Massachusetts ............... 132 2,568 3.2
Michigan .................... 274 2,543 3.2
Wisconsin ................... 298 2,184 2.8
Washington .................. 167 1,736 2.2
All other states ............ 1,758 26,390 33.3
Non-U.S ..................... 31 1,406 1.8
----- ------- -----
Total ................... 5,419 $79,223 100.0%
===== ======= =====
</TABLE>
Issuer Concentration
FSA has adopted underwriting and exposure management policies designed to
limit the net par insured or net retained credit gap for any one credit. Credit
gap is a concept employed by Standard & Poor's Ratings Services to measure the
at-risk amount (worst case risk) on an insured exposure. FSA has also
established procedures to ensure compliance with any applicable regulatory
single-risk limit with respect to bonds insured by it. In many cases, FSA uses
reinsurance to limit net exposure to any one credit. At December 31, 1999,
insurance of asset-backed obligations constituted 39.0% of FSA's net par
outstanding and insurance of municipal obligations constituted 61.0% of FSA's
net par outstanding. At such date, FSA's ten largest net insured asset-backed
transactions represented $7.5 billion, or 5.8%, of its total net par amount
outstanding, and FSA's ten largest net insured municipal credits represented
$4.1 billion, or 3.2%, of its total net par amount outstanding. In light of
FSA's substantial use of first loss reinsurance in the asset-backed sector, net
par data tends to overstate FSA's net risk exposure. For purposes of the
foregoing, different issues of asset-backed securities by the same sponsor have
not been aggregated. FSA has, however, adopted underwriting policies
establishing single risk guidelines applicable to asset-backed securities of the
same sponsor. FSA is also subject to certain regulatory limits and rating agency
guidelines on exposures to single credits.
Credit Underwriting Guidelines, Standards and Procedures
Financial guaranty insurance written by FSA relies on an assessment of the
adequacy of various payment sources to meet debt service or other obligations in
a specific transaction without regard to premiums paid or income from investment
of premiums. FSA's underwriting policy is to insure asset-backed and municipal
obligations that it
11
<PAGE>
determines are investment grade without the benefit of FSA's insurance. To this
end, each policy written or reinsured by FSA is designed to meet the general
underwriting guidelines and specific standards for particular types of
obligations approved by its Board of Directors. In addition, the Company's Board
of Directors has established an Underwriting Committee which periodically
reviews completed transactions to ensure conformity with underwriting guidelines
and standards.
FSA's underwriting guidelines for asset-backed obligations are premised on
the concept of multiple layers of protection, and vary by obligation type in
order to reflect different structures and credit support. In this regard,
asset-backed obligations insured by FSA are generally issued in structured
transactions and backed by pools of assets such as consumer or trade
receivables, residential mortgage loans, securities or other assets having an
ascertainable cash flow or market value. In addition, FSA seeks to insure
asset-backed obligations that generally provide for one or more forms of
overcollateralization (such as excess collateral value, excess cash flow or
"spread," or reserves) or third-party protection (such as bank letters of
credit, guarantees, net worth maintenance agreements, indemnity agreements or
reinsurance agreements). This overcollateralization or third-party protection
need not indemnify FSA against all loss, but is generally intended to assume the
primary risk of financial loss. Asset-backed obligations insured by FSA also
often benefit from self-adjusting mechanisms, such as cash traps that take
effect upon failure to satisfy performance based triggers. Overcollateralization
or third-party protection may not be required in transactions in which FSA is
insuring the obligations of certain highly rated issuers that typically are
regulated, have implied or explicit government support, or are short term, or in
transactions in which FSA is insuring bonds issued to refinance other bonds
insured by FSA as to which the issuer is or may be in default. FSA's general
policy has been to insure 100% of the principal, interest and other amounts due
in respect of asset-backed insured obligations rather than providing partial or
first loss coverage sufficient to convey a triple-A rating on the insured
obligations.
FSA's underwriting guidelines for municipal obligations require that the
municipal obligor be rated investment grade by Moody's Investors Service, Inc.
("Moody's") or Standard & Poor's Ratings Services ("S&P") or, in the
alternative, such obligor is considered by FSA to be the equivalent of
investment grade. Where the municipal obligor is a governmental entity with
taxing power or providing an essential public service paid by taxes, assessments
or other charges, supplemental protections may be required if such taxes,
assessments or other charges are not projected to provide sufficient debt
service coverage. Where appropriate, the municipal obligor is required to
provide a rate or charge covenant and a pledge of additional security (e.g.,
mortgages on real property, liens on equipment or revenue pledges) to secure the
obligation.
The rating agencies participate to varying degrees in the underwriting
process. Each asset-backed obligation insured by FSA is reviewed prior to
issuance by both S&P and Moody's to evaluate the risk proposed to be insured. In
the case of municipal obligations, prior rating agency review is a function of
the type of the insured obligation and the risk elements involved. In addition,
substantially all transactions insured by FSA are reviewed by at least one of
the major rating agencies after issuance to confirm continuing compliance with
rating agency standards. The independent review of FSA's underwriting practices
performed by the rating agencies further strengthens the underwriting process.
The underwriting process that implements these underwriting guidelines and
standards is supported by FSA's professional staff of analysts, underwriting
officers, credit officers and attorneys. Moreover, the approval of senior
management is required for all transactions.
Each underwriting group in the Financial Guaranty Department has a senior
underwriting officer responsible for confirming that each transaction proposed
by the Financial Guaranty Department conforms to the underwriting guidelines and
standards. The evaluation by the senior underwriting officer is reviewed by the
chief underwriting officer for the particular sector. This review may take place
while the transaction is in its formative stages, thus facilitating the
introduction of further enhancements at a stage when the transaction is more
receptive to change.
Final transaction approval is obtained from FSA's Management Review
Committee for asset-backed transactions and from FSA's Municipal Underwriting
Committee for municipal transactions. Approval is usually based upon both a
written and an oral presentation by the underwriting group to the respective
committee. The Management Review Committee is comprised of FSA's Chief Executive
Officer, President, Chief Operating Officer, Chief Underwriting Officer, Chief
International Underwriting Officer and General Counsel. The Municipal
Underwriting Committee is comprised of FSA's Chief Executive Officer, President,
Chief Operating Officer, Chief Municipal Underwriting Officer, an Associate
General Counsel for Municipal Transactions and the Managing Director for
Municipal Surveillance. Following approval, minor transaction modifications may
be approved by the
12
<PAGE>
Chairs of the underwriting groups. Major changes require the concurrence of the
appropriate underwriting committee. Subject to applicable limits, secondary
market and partial maturity asset-backed transactions that meet certain credit
and return criteria may be approved by the Chief Underwriting Officer and the
head of the department involved, with a third signature from a member of the
Management Review Committee for larger transactions. Subject to applicable
limits, municipal transactions that meet certain credit and return criteria may
be approved by a committee composed of the Chief Municipal Underwriting Officer
or the Head of Municipal Surveillance, an Associate General Counsel for
Municipal Transactions and any one of certain designated managing directors of
the Municipal Department.
Corporate Research
FSA's Corporate Research Department is comprised of a professional staff
under the direction of the Chief Underwriting Officer. The Corporate Research
Department is responsible for evaluating the credit of entities participating or
providing recourse in obligations insured by FSA. The Corporate Research
Department also provides analysis of relevant industry segments. Members of the
Corporate Research Department generally report their findings directly to the
appropriate underwriting committee in the context of transaction review and
approval.
Transaction Oversight and Transaction Services
FSA's Transaction Oversight Departments and Transaction Services
Corporation ("TSC") are independent of the analysts and credit officers involved
in the underwriting process. The Asset-Backed and Municipal Transaction
Oversight Departments are responsible for monitoring the performance of
outstanding transactions. TSC, together with the Transaction Oversight
Departments, is responsible for taking remedial actions as appropriate. The
managing directors responsible for the transaction oversight and transaction
services functions report to an Oversight Committee comprised of the Chairman,
the General Counsel, the Chief Underwriting Officer, the Chief Municipal
Underwriting Officer and the Chief Financial Officer. The Transaction Oversight
Departments review each insured transaction to confirm compliance with
transaction covenants, monitor credit and other developments affecting
transaction participants and collateral, and determine the steps, if any,
required to protect the interests of FSA and the holders of FSA-insured
obligations. Reviews for asset-backed transactions typically include an
examination of reports provided by, and (as circumstances warrant) discussions
with, issuers, servicers, trustees and other transaction participants. Reviews
of asset-backed transactions often include servicer audits, site visits or
evaluations by third-party appraisers, engineers or other experts retained by
FSA. The Transaction Oversight Departments review each transaction to determine
the level of ongoing attention it will require. These judgments relate to
current credit quality and other factors, including compliance with reporting or
other requirements, legal or regulatory actions involving transaction
participants and liquidity or other concerns that may not have a direct bearing
on credit quality. Transactions with the highest risk profile are generally
subject to more intensive review and, if appropriate, remedial action. The
Transaction Oversight Departments and TSC work together with the Legal
Department and the Corporate Research Department in monitoring these
transactions, negotiating restructurings and pursuing appropriate legal
remedies.
Legal
FSA's Legal Department is comprised of a professional staff of attorneys
and legal assistants under the direction of the General Counsel. The Legal
Department plays a major role in establishing and implementing legal
requirements and procedures applicable to obligations insured by FSA. Members of
the Legal Department serve on the Management Review Committee and the Municipal
Underwriting Committee, which provide final underwriting approval for
transactions. An attorney in the Legal Department works together with a
counterpart in the Financial Guaranty Department in determining the legal and
credit elements of each obligation proposed for insurance and in overseeing the
execution of approved transactions. Asset-backed obligations insured by FSA are
ordinarily executed with the assistance of outside counsel working closely with
the Legal Department. Municipal obligations insured by FSA are ordinarily
executed without employment of outside counsel. The Legal Department works
closely with the transaction oversight and transaction services functions in
addressing legal issues, rights and remedies, as well as proposed amendments,
waivers and consents, in connection with obligations insured by FSA. The Legal
Department is also responsible for domestic and international regulatory
compliance, reinsurance, secondary market transactions, litigation and other
matters.
13
<PAGE>
Loss Reserves
FSA establishes a case basis reserve for the present value of an estimated
loss when, in management's opinion, the likelihood of a future loss is probable
and determinable at the balance sheet date. A case basis reserve for a
particular insured obligation represents FSA's estimate of the present value of
the anticipated shortfall, net of reinsurance, between (i) scheduled payments on
the insured obligations plus anticipated loss adjustment expenses and (ii)
anticipated cash flow from and proceeds to be received on sales of any
collateral supporting the obligation and other anticipated recoveries. FSA
maintains reserves in an amount believed by its management to be sufficient to
pay the present value of its estimated ultimate liability for losses and loss
adjustment expenses with respect to obligations it has insured.
In addition to its case basis reserves, FSA maintains a non-specific
general reserve in order to account for unidentified risks inherent in its
overall portfolio. FSA does not consider traditional actuarial approaches used
in the property/casualty insurance industry to be applicable to the
determination of its loss reserves because of the absence of a sufficient number
of losses in its financial guaranty insurance activities and in the financial
guaranty industry generally to establish a meaningful statistical base. The
general reserve amount was calculated by applying a loss factor to the total net
par amount of FSA's insured obligations outstanding over the term of such
insured obligations and discounting the result at a risk-free rate. The loss
factor used for this purpose has been determined based upon an independent
rating agency study of bond defaults and FSA's portfolio characteristics and
history. FSA will, on an ongoing basis, monitor the general reserve and may
periodically adjust such reserve based on FSA's actual loss experience, its
future mix of business and future economic conditions. The general reserve is
available to be applied against future additions or accretions to existing case
basis reserves or to new case basis reserves to be established in the future. To
the extent that any such future additions to case basis reserves are applied
from the available general reserve, there will be no impact on the Company's
earnings for that period. To the extent that additions to case basis reserves
for any period exceed the remaining available general reserve or are not applied
from the general reserve, the excess will be charged against the Company's
earnings for that period. Any addition to the general reserve which results from
applying the loss factor to new par written or from replenishing amounts applied
against new case basis reserves will result in a charge to earnings at that
time. Amounts released from the general reserve as a result of the runoff of
existing net insurance in force may be applied against additions to the general
reserve required for new business written.
The Company's liability for losses and loss adjustment expenses consists
of the case basis and general reserves. Activity in the liability for losses and
loss adjustment expenses is summarized as follows (in thousands):
<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Balance at January 1 $72,007 $ 75,417 $ 72,079
Less reinsurance recoverable 6,421 30,618 29,875
------- -------- --------
Net balance at January 1 65,586 44,799 42,204
Incurred losses and loss adjustment expenses:
Current year 8,575 8,049 5,400
Prior years 254 (4,100) 3,756
Recovered (paid) losses and loss adjustment expenses:
Current year -- -- --
Prior years 3,402 16,838 (6,561)
------- -------- --------
Net balance December 31 77,817 65,586 44,799
Plus reinsurance recoverable 9,492 6,421 30,618
------- -------- --------
Balance at December 31 $87,309 $ 72,007 $ 75,417
======= ======== ========
</TABLE>
During 1997, the Company increased its general reserve by $9.2 million, of
which $5.4 million was for originations of new business and $3.8 million was to
reestablish a portion of the general reserve that has been previously
transferred to case basis reserves. During 1997, the Company transferred $4.5
million to case basis reserves. Giving effect to these transfers, the general
reserve totaled $34.3 million at December 31, 1997.
14
<PAGE>
During 1998, the Company increased its general reserve by $3.9 million, of
which $8.1 million was for originations of new business offset by a $4.1 million
decrease in the amount needed to fund the general loss reserve primarily because
of recoveries on certain commercial mortgage transactions. During 1998, the
Company transferred $18.4 million to its general reserve from case basis
reserves due to those recoveries on commercial mortgage transactions. Also
during 1998, the Company transferred $9.4 million from its general reserve to
case basis reserves associated predominantly with certain consumer receivable
transactions. Giving effect to these transfers, the general reserve totaled
$47.3 million at December 31, 1998.
During 1999, the Company increased its general reserve by $8.8 million for
originations, of which $8.6 million was for originations of new business and
$0.2 million was for the reestablishment of the general reserve. Also during
1999, the Company transferred to the general reserve $3.5 million representing
recoveries received on prior year transactions on prior-year transactions and
transferred from the general reserve to the case basis reserves $4.6 million.
Giving effect to these transfers, the general reserve totaled $55.0 million at
December 31, 1999.
Reserves for losses and loss adjustment expenses are discounted at
risk-free rates for the general reserve and for the case basis reserves at rates
between 5.5% and 6.1%. The amount of discount taken was approximately $31.1
million, $28.6 million and $19.8 million at December 31, 1999, 1998 and 1997,
respectively.
Since reserves are necessarily based on estimates and because of the
absence of a sufficient number of losses in its financial guaranty insurance
activities and in the financial guaranty insurance industry generally to
establish a meaningful statistical base, there can be no assurance that the case
basis reserves or the general reserve will be adequate to cover losses in FSA's
insured portfolio.
Competition and Industry Concentration
FSA faces competition from both other providers of third party credit
enhancement and alternatives to third party credit enhancement. The majority of
asset-backed obligations and almost half of all municipal obligations are sold
without third party credit enhancement. Accordingly, each transaction proposed
to be insured by FSA must generally compete against an alternative execution
which does not employ third party credit enhancement. FSA also faces competition
from other monoline primary financial guaranty insurers, primarily Ambac
Assurance Corp. ("Ambac"), Financial Guaranty Insurance Company ("FGIC") and
MBIA Insurance Corp. ("MBIA"). FSA is the smallest of the major primary
financial guaranty insurers in terms of statutory capital. Traditional credit
enhancers such as bank letter of credit providers and mortgage pool insurers
also provide significant competition to FSA as providers of credit enhancement
for asset-backed obligations. While actions by securities rating agencies in
recent years have significantly reduced the number of triple-A rated banks that
can offer a product directly competitive with FSA's triple-A guaranty, and
risk-based capital guidelines applicable to banks have generally increased costs
associated with letters of credit that compete directly with financial guaranty
insurance, bank sponsored commercial paper conduits, bank letter of credit
providers and other credit enhancement, such as cash collateral accounts,
provided by banks, continue to provide significant competition to FSA. Recent
legislation may facilitate the direct participation by bank affiliates in the
U.S. insurance business, including the financial guaranty insurance business. In
addition, government sponsored entities, including FNMA and Freddie Mac, have
begun to compete with the monoline financial guaranty insurers in the
mortgage-backed and multifamily sectors.
Insurance law generally restricts multiline insurance companies, such as
large property/casualty insurers and life insurers, from engaging in the
financial guaranty insurance business other than through separately capitalized
affiliates. Entry requirements include (i) assembling the group of experts
required to operate a financial guaranty insurance business, (ii) establishing
the triple-A claims-paying ability ratings with the credit rating agencies,
(iii) complying with substantial capital requirements, (iv) developing name
recognition and market acceptance with issuers, investment bankers and investors
and (v) organizing a monoline insurance company and obtaining insurance licenses
to do business in the applicable jurisdictions.
FSA's net insurance in force is the outstanding principal, interest and
other amounts to be paid over the remaining life of all obligations insured by
FSA, net of ceded reinsurance and refunded bonds secured by United States
government securities held in escrow or other qualified collateral. Qualified
statutory capital, determined in accordance with statutory accounting
principles, is the aggregate of policyholders' surplus and contingency reserves
calculated in accordance with statutory accounting principles. Set forth below
are FSA's aggregate gross insurance in force, net insurance
15
<PAGE>
in force, qualified statutory capital and leverage ratio (represented by the
ratio of its net insurance in force to qualified statutory capital) and the
average industry leverage ratio at the dates indicated. Net insurance data does
not distinguish between quota share reinsurance and first loss reinsurance. In
light of FSA's substantial use of first loss reinsurance in the asset-backed
sector, the data below may tend to overstate FSA's risk leverage in comparison
to its industry counterparts.
<TABLE>
<CAPTION>
December 31,
------------------------------------
1999 1998 1997
(dollars in millions)
<S> <C> <C> <C>
Financial guaranty primary insurers, excluding FSA (1)
Leverage ratio ..................................... N/A(2) 151:1 149:1
FSA
Gross insurance in force ........................... $271,964 $216,564 $158,020
Net insurance in force ............................. $195,571 $159,995 $117,429
Qualified statutory capital ........................ $ 1,320 $ 1,038 $ 782
Leverage ratio ..................................... 148:1 154:1 150:1
</TABLE>
- ----------
(1) Financial guaranty primary insurers for which data is included in this
table are Ambac, Capital Markets Assurance Corporation (1997 only), FGIC
and MBIA. Information relating to the financial guaranty primary insurers
is derived from data from statutory accounting financial information
publicly available from each insurer at December 31, 1998 and 1997.
(2) Not available.
Reinsurance
Reinsurance is the commitment by one insurance company, the "reinsurer,"
to reimburse another insurance company, the "ceding company," for a specified
portion of the insurance risks underwritten by the ceding company in
consideration for a portion of the premiums received. The ceding company
typically but not always receives ceding commissions to cover costs of business
generation. Because the insured party contracts for coverage solely with the
ceding company, the failure of the reinsurer to perform does not relieve the
ceding company of its obligation to the insured party under the terms of the
insurance contract.
Reinsurance Ceded
FSA obtains reinsurance to increase its policy writing capacity, both on
an aggregate risk and a single risk basis, to meet state insurance regulatory,
rating agency and internal limits, diversify risks, reduce the need for
additional capital and strengthen financial ratios. At December 31, 1999, FSA
had reinsured approximately 26.0% of its direct principal amount outstanding.
Most of FSA's reinsurance is on a quota share or first-loss basis, with a small
portion being provided on an excess of loss basis. Reinsurance arrangements
typically require FSA to retain a minimum portion of the risks reinsured.
FSA arranges reinsurance on both a facultative
(transaction-by-transaction) and treaty basis. Treaty reinsurance provides
coverage for a portion of the exposure from all qualifying policies issued
during the term of the treaty. In addition, FSA employs "automatic facultative"
reinsurance which permits FSA to apply reinsurance to transactions selected by
it subject to certain limitations. The reinsurer's participation in a treaty is
either cancelable annually upon 90 days' prior notice by either FSA or the
reinsurer or has a one-year term. In addition, the treaties are cancelable by
FSA upon specified financial deterioration of the reinsurer. As required by
applicable state law, reinsurance agreements may be subject to certain other
termination conditions.
Treaties generally provide coverage for the full term of the policies
reinsured during the annual treaty period, except that, upon a financial
deterioration of the reinsurer and the occurrence of certain other conditions,
FSA generally has the right to reassume all of the business reinsured.
FSA reinsures portions of its risks with affiliated and unaffiliated
reinsurers under quota share and first-loss treaties and on a facultative basis.
FSA's principal ceded reinsurance program consisted in 1999 of two quota share
treaties, a combination quota share and aggregate excess-of-loss treaty, four
first-loss treaties and seven automatic facultative facilities. One quota share
treaty covered all of FSA's approved regular lines of business, except U.S.
municipal obligation insurance. Under this treaty in 1999, FSA ceded 7.25% of
each covered policy, up to a
16
<PAGE>
maximum of $14.5 million insured principal per policy. At its option, FSA could
have increased, and in certain instances did increase, the ceding percentage to
14.5%, up to $29.0 million of each covered policy. A second quota share treaty
covered FSA's U.S. municipal obligation insurance business. Under this treaty in
1999, FSA ceded 6.5% of each covered policy that is classified by FSA as
providing U.S. municipal bond insurance as defined by Article 69 of the New York
Insurance Law up to a limit of $17.3 million per single risk, which is defined
by revenue source. At its option, FSA could have increased, and in certain
instances did increase, the ceding percentage to 35%, up to $93.3 million per
single risk. These cession percentages under both treaties were reduced on
smaller-sized transactions. The combination quota share and aggregate
excess-of-loss treaty covers qualifying emerging market collateralized debt
obligations. This treaty reinsures (i) on a quota share basis 50% of such
transactions insured in 1999 and 2000 and (ii) on an aggregate excess-of-loss
basis 90% of FSA's net losses on qualifying transactions in excess of $50.0
million, up to a limit of liability of $200.0 million. The four first-loss
treaties applied to qualifying U.S. mortgage-backed, U.S. auto loan-backed, U.S.
multifamily housing and collateralized debt obligations. Under the seven
automatic facultative facilities in 1999, FSA at their option could allocate up
to a specified amount for each reinsurer (ranging from $4.0 million to $100.0
million depending on the reinsurer) for each transaction, subject to limits and
exclusions, in exchange for which FSA agreed to cede in the aggregate a
specified percentage of gross par insured by FSA. Each of the quota share
treaties and automatic facultative facilities allowed FSA to withhold a ceding
commission to defray its expenses. FSA also employed non-treaty quota share and
first-loss facultative reinsurance on various transactions in 1999.
Primary insurers, such as FSA, are required to fulfill their obligations
to policyholders if reinsurers fail to meet their obligations. The financial
condition of reinsurers is important to FSA, and FSA endeavors to place its
reinsurance with financially strong reinsurers. FSA's treaty reinsurers at
December 31, 1999 were American Reinsurance Company, AXA Re Finance S.A.,
Capital Reinsurance Company, Employers Reinsurance Company, Enhance Reinsurance
Company, Tokio Marine, XL Insurance Ltd, XL Financial Assurance Ltd, and RAM
Reinsurance Co. Ltd. In 1999, five reinsurers participated in the asset-backed
quota share treaty, four reinsurers participated in the municipal quota share
treaty and seven reinsurers participated in the first-loss treaty.
FSA, FSAIC, FSA Oklahoma and FSA International have entered into a quota
share reinsurance pooling agreement pursuant to which, after reinsurance
cessions to other reinsurers, the FSA companies share in the net retained risk
insured by each of these companies. Prior to November 1, 1998, FSA, FSAIC and
FSA Oklahoma shared the net retained risk in proportion to their policyholders'
surplus and contingency reserve ("Statutory Capital") as of December 31 of the
prior year (with the percentages adjusted commencing April 1 of each year)
through September 30, 1996 and each calendar quarter thereafter. Commencing
November 1, 1998, FSA Oklahoma ceased to be a party and FSA International became
a party to the agreement, with FSA International assuming 20% of the business
covered by the agreement during a "ramp-up" period subject to applicable single
risk limits. For transactions in the fourth quarter 1999 where FSA International
retained 20%, FSA's and FSAIC's shares were 59.16% and 20.84%, respectively. For
transactions in the fourth quarter of 1999 where FSA, FSAIC and FSA
International shared the risk in proportion to their Statutory Capital, the
respective shares were 69.15% for FSA, 24.37% for FSAIC and 6.48% for FSA
International. Following the ramp-up period, FSA, FSAIC and FSA International
will share in business covered by the agreement approximately in proportion to
their Statutory Capital at the end of the prior calendar quarter. FSA-UK and FSA
have entered into a quota share and stop loss reinsurance agreement pursuant to
which (i) FSA-UK reinsures with FSA its retention under its policies after third
party reinsurance based on an agreed-upon percentage that is substantially in
proportion to the policyholders' surplus and contingency reserve of FSA-UK to
the total policyholders' surplus and contingency reserves of FSA and its
subsidiary insurers (including FSA-UK) and (ii) subject to certain limits, FSA
is required to make payments to FSA-UK when FSA-UK's loss ratio and expense
ratio exceeds 100%. Under this agreement, FSA-UK ceded to FSA approximately 99%
of its retention after other reinsurance of its policies issued in 1999.
Rating Agencies
The value of the insurance product sold by FSA is generally a function of
the "rating" applied to obligations insured by FSA. The insurance financial
strength, insurer financial strength and claims-paying ability, as the case may
be, of FSA and its operating insurance company subsidiaries is rated "Aaa" by
Moody's Investors Service, Inc. and "AAA" by Standard and Poor's Ratings
Services, Standard & Poor's (Australia) Pty. Ltd., Fitch IBCA, Inc. and Japan
Rating and Investment Information, Inc. Such ratings reflect only the views of
the respective rating agencies, are not recommendations to buy, sell or hold
securities and are subject to revision or withdrawal at any time by such rating
agencies. These rating agencies periodically review the business and financial
condition of FSA, focusing on the
17
<PAGE>
insurer's underwriting policies and procedures and the quality of the
obligations insured. Each rating agency performs periodic assessments of the
credits insured by FSA, and the reinsurers and other providers of capital
support to FSA, to confirm that FSA continues to satisfy such rating agency's
capital adequacy criteria necessary to maintain FSA's "triple-A" rating. See
"Credit Underwriting Guidelines, Standards and Procedures" above. FSA's ability
to compete with other triple-A rated financial guarantors, and its results of
operations and financial condition, would be materially adversely affected by
any reduction in its ratings.
Insurance Regulatory Matters
General
FSA is licensed to engage in insurance business in all 50 states, the
District of Columbia, Puerto Rico and the U.S. Virgin Islands. FSA is subject to
the insurance laws of the State of New York ("New York Insurance Law"), and is
also subject to the insurance laws of the other states in which it is licensed
to transact an insurance business. FSAIC and FSA Oklahoma are Oklahoma domiciled
insurance companies also licensed in New York and subject to the New York
Insurance Law. FSA and its domestic insurance company subsidiaries are required
to file quarterly and annual statutory financial statements in each jurisdiction
in which they are licensed, and are subject to statutory restrictions concerning
the types and quality of investments and the filing and use of policy forms and
premium rates. FSA's accounts and operations are subject to periodic examination
by the New York Superintendent of Insurance (the "New York Superintendent") (the
last such examination having been conducted in 1995 for the period ended
December 31, 1994) and other state insurance regulatory authorities.
FSA International is a Bermuda domiciled insurance company subject to
applicable requirements of Bermuda law. FSA International maintains its
principal executive offices in Hamilton, Bermuda. FSA International does not
intend to transact business or establish a permanent place of business in the
United States or Europe. FSA-UK is a United Kingdom domiciled insurance company
subject to applicable requirements of English law. FSA-UK maintains its
principal executive offices in London, England. Pursuant to European Union
Directives, FSA-UK is generally authorized to write business out of its London
office in other member countries of the European Union subject to the
satisfaction of perfunctory registration requirements.
Domestic Insurance Holding Company Laws
The Company and its domestic insurance company subsidiaries (FSA, FSAIC
and FSA Oklahoma) are subject to regulation under insurance holding company
statutes of New York and Oklahoma, where these respective insurers are
domiciled, as well as other jurisdictions where these companies are licensed to
do insurance business. The requirements of holding company statutes vary from
jurisdiction to jurisdiction but generally require insurance holding companies
and their insurance company subsidiaries to register and file certain reports
describing, among other information, their capital structure, ownership and
financial condition. The holding company statutes also require prior approval of
changes in control, of certain dividends and other intercorporate transfers of
assets and of transactions between insurance companies and their affiliates. The
holding company statutes generally require that all transactions with affiliates
be fair and reasonable and that those exceeding specified limits require prior
notice to or approval by insurance regulators.
Under the insurance holding company laws in effect in New York and
Oklahoma, any acquisition of control of the Company, and thereby indirect
control of FSA, FSAIC and FSA Oklahoma, requires the prior approval of the New
York Superintendent and the Oklahoma Insurance Commissioner. "Control" is
defined as the direct or indirect power to direct or cause the direction of the
management and policies of a person, whether through the ownership of voting
securities, by contract or otherwise. Any purchaser of 10% or more of the
outstanding voting securities of a corporation is presumed to have acquired
control of that corporation and its subsidiaries, although the insurance
regulator may find that "control" in fact does or does not exist when a person
owns or controls either a lesser or greater amount of voting securities.
New York Financial Guaranty Insurance Law
Article 69 ("Article 69") of the New York Insurance Law, a comprehensive
financial guaranty insurance statute, governs all financial guaranty insurers
licensed to do business in New York, including FSA. This statute limits the
business of financial guaranty insurers to financial guaranty insurance and
related lines (such as surety).
18
<PAGE>
Article 69 requires that financial guaranty insurers maintain a special
statutory accounting reserve called the "contingency reserve" to protect
policyholders against the impact of excessive losses occurring during adverse
economic cycles. Article 69 requires a financial guaranty insurer to provide a
contingency reserve (i) with respect to policies written prior to July 1, 1989
in an amount equal to 50% of earned premiums and (ii) with respect to policies
written on and after July 1, 1989, quarterly on a pro rata basis over a period
of 20 years for municipal bonds and 15 years for all other obligations, in an
amount equal to the greater of 50% of premiums written for the relevant category
of insurance or a percentage of the principal guarantied, varying from 0.55% to
2.50%, depending upon the type of obligation guarantied, until the contingency
reserve amount for the category equals the applicable percentage of net unpaid
principal. This reserve must be maintained for the periods specified above,
except that reductions by the insurer may be permitted under specified
circumstances in the event that actual loss experience exceeds certain
thresholds or if the reserve accumulated is deemed excessive in relation to the
insurer's outstanding insured obligations. Financial guaranty insurers are also
required to maintain reserves for losses and loss adjustment expenses on a
case-by-case basis and reserves against unearned premiums.
Article 69 establishes single risk limits for financial guaranty insurers
applicable to all obligations issued by a single entity and backed by a single
revenue source. For example, under the limit applicable to qualifying
asset-backed securities, the lesser of (i) the insured average annual debt
service for a single risk or (ii) the insured unpaid principal (reduced by the
extent to which the unpaid principal of the supporting assets exceeds the
insured unpaid principal) divided by nine, net of qualifying reinsurance and
collateral, may not exceed 10% of the sum of the insurer's policyholders'
surplus and contingency reserve, subject to certain conditions. Under the limit
applicable to municipal obligations, the insured average annual debt service for
a single risk, net of qualifying reinsurance and collateral, may not exceed 10%
of the sum of the insurer's policyholders' surplus and contingency reserve. In
addition, insured principal of municipal obligations attributable to any single
risk, net of qualifying reinsurance and collateral, is limited to 75% of the
insurer's policyholders' surplus and contingency reserve. Single risk limits are
also specified for other categories of insured obligations, and generally are
more restrictive than those listed for asset-backed or municipal obligations.
Article 69 also establishes aggregate risk limits on the basis of
aggregate net liability insured as compared to statutory capital. "Aggregate net
liability" is defined as outstanding principal and interest of guarantied
obligations insured, net of qualifying reinsurance and collateral. Under these
limits, policyholders' surplus and contingency reserves must not be less than a
percentage of aggregate net liability equal to the sum of various percentages of
aggregate net liability for various categories of specified obligations. The
percentage varies from 0.33% for certain municipal obligations to 4% for certain
non-investment grade obligations.
Dividend Restrictions
FSA's ability to pay dividends is dependent upon FSA's financial
condition, results of operations, cash requirements, rating agency approval and
other related factors and is also subject to restrictions contained in the
insurance laws and related regulations of New York and other states. Under New
York insurance law, FSA may pay dividends out of earned surplus, provided that,
together with all dividends declared or distributed by FSA during the preceding
12 months, the dividends do not exceed the lesser of (i) 10% of policyholders'
surplus as of its last statement filed with the New York Superintendent of
Insurance or (ii) adjusted net investment income during this period. FSA paid no
dividends during 1999. Based upon FSA's statutory statements for the quarter
ended December 31, 1999, the maximum amount available for payment of dividends
by FSA without regulatory approval over the following 12 months is approximately
$82.0 million.
Financial Guaranty Insurance Regulation in Other Jurisdictions
FSA is subject to laws and regulations of jurisdictions other than the
State of New York concerning the transaction of financial guaranty insurance.
The laws and regulations of these other jurisdictions are generally not more
stringent in any material respect than the New York Insurance Law.
The Bermuda Ministry of Finance regulates FSA International. The United
Kingdom Financial Services Authority regulates FSA-UK. Pursuant to European
Union Directives, FSA-UK has been authorized to provide financial guaranty
insurance for transactions in France and Ireland from its home office in the
United Kingdom. FSA has received a determination from the Australian Insurance
and Superannuation Commissioner that the financial guaranties issued by it with
respect to Australian transactions do not constitute insurance for which a
license is
19
<PAGE>
required. The Monetary Authority of Singapore regulates activities of FSA's
Singapore office, which is in the process of obtaining a license to operate as a
branch office in Singapore.
Investment Portfolio
FSA's primary objective in managing its investment portfolio is generation
of an optimal level of after-tax investment income while preserving capital and
maintaining adequate liquidity. FSA's investment portfolio is managed primarily
by unaffiliated professional investment managers, with a portion of its
municipal portfolio managed by its affiliate, FSA Portfolio Management. To
accomplish its objectives, the Company has established guidelines for eligible
fixed income investments by FSA, requiring that at least 95% of such investments
must be rated at least "single A" at acquisition and the overall portfolio must
be rated "double A" on average. Fixed income investments falling below the
minimum quality level are disposed of at such time as management shall deem
appropriate. For liquidity purposes, the Company's policy is to invest FSA
assets in investments which are readily marketable with no legal or contractual
restrictions on resale. Eligible fixed income investments include U.S. Treasury
and agency obligations, corporate bonds, tax-exempt bonds and mortgage
pass-through instruments. Formerly, the Company and FSA also invested a small
portion of their portfolios in equity securities and/or convertible debt
securities. In late 1999, the Company disposed of a majority of such investments
due in part to adverse credit for such investments under rating agency capital
models. The Company has investments in various strategic partners, including XL,
XLFA and Fairbanks Capital Holding Corp., which owns a residential mortgage loan
servicer. In addition, the Company has from time to time invested in sponsors
of, or interests in, transactions insured or proposed to be insured by FSA, none
of which investments is material to the Company.
The weighted average maturity of the Company's investment portfolio at
December 31, 1999 was approximately 13.8 years. The Company's current investment
strategy is to invest in quality readily marketable instruments of intermediate
average duration so as to generate stable investment earnings with minimal
market value or credit risk.
The following tables set forth certain information concerning the
investment portfolio of the Company:
Investment Portfolio by Rating
at December 31, 1999(1)
Percent of
Investment
Rating Portfolio
------------------- -------------------
AAA(2)............ 72.3%
AA ............... 18.5
A ............... 8.8
BBB............... 0.1
Other............. 0.3
-----
100.0%
=====
- ----------
(1) Ratings are for the long-term fixed income portfolio (98.9% of the entire
investment portfolio as of December 31, 1999) and are based on the higher
of Moody's or S&P ratings available at December 31, 1999.
(2) Includes U.S. Treasury and agency obligations, which comprised 19.0% of
the total portfolio at December 31, 1999.
20
<PAGE>
Summary of Investments
<TABLE>
<CAPTION>
December 31,
-----------------------------------------------------------------------------
1999 1998 1997
---------------------- --------------------- ---------------------
Weighted Weighted Weighted
Amortized Average Amortized Average Amortized Average
Investment Category Cost Yield(1) Cost Yield(1) Cost Yield(1)
------------------- ---------- ------- --------- ------ ---------- -----
(dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
Long-term investments:
Taxable bonds ............. $ 730,562 6.49% $ 613,324 5.96% $ 453,437 6.52%
Tax-exempt bonds .......... 1,189,115 5.54 1,041,718 5.26 777,042 5.58
---------- ---------- ----------
Total long-term
investments .......... 1,919,677 5.90 1,655,042 5.51 1,230,479 5.92
Short-term investments(2) . 205,093 5.43 74,675 4.96 110,308 6.22
---------- ---------- ----------
Total investments(3) . $2,124,770 5.88% $1,729,717 5.49% $1,340,787 5.95%
========== ========== ==========
</TABLE>
- ----------
(1) Yields are stated on a pre-tax basis.
(2) Includes taxable and tax-exempt investments and excludes cash equivalents
of $58.7 million, $23.9 million and $22.6 million, respectively.
(3) Excludes stocks at cost of $30.1 million, $64.3 million and $29.4 million,
respectively.
Investment Portfolio by Security Type
<TABLE>
<CAPTION>
December 31,
----------------------------------------------------------------------------
1999 1998 1997
--------------------- ---------------------- ----------------------
Weighted Weighted Weighted
Amortized Average Amortized Average Amortized Average
Investment Category Cost Yield(1) Cost Yield(1) Cost Yield(1)
------------------- ---------- ------- ---------- ------- ---------- -------
(dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
U.S. government
securities .......... $ 80,446 5.71% $ 148,669 5.14% $ 122,817 6.20%
Mortgage-backed
securities .......... 384,349 6.86 266,770 6.54 195,567 6.62
Municipal bonds ......... 1,189,115 5.54 1,041,718 5.26 777,042 5.58
Asset-backed securities . 40,787 7.33 33,188 7.07 20,961 6.69
Corporate securities .... 222,703 6.04 164,697 5.34 66,014 5.72
Foreign securities ...... 2,277 5.61 -- -- 48,078 7.62
---------- ---------- ----------
Total fixed
maturities .......... 1,919,677 5.90 1,655,042 5.51 1,230,479 5.92
Short-term investments(2) 205,093 5.43 74,675 4.96 110,308 6.22
---------- ---------- ----------
Total investments(3) $2,124,770 5.88% $1,729,717 5.49% $1,340,787 5.95%
========== ========== ==========
</TABLE>
- ----------
(1) Yields are stated on a pre-tax basis.
(2) Includes taxable and tax-exempt investments and excludes cash equivalents
of $58.7 million, $23.9 million and $22.6 million, respectively.
(3) Excludes stocks at cost of $30.1 million, $64.3 million and $29.4 million,
respectively.
Distribution of Investments by Maturity
<TABLE>
<CAPTION>
December 31,
---------------------------------------------------------------------------------------
1999 1998 1997
-------------------------- ---------------------------- ------------------------
Estimated Estimated Estimated
Amortized Market Amortized Market Amortized Market
Investment Category Cost Value Cost Value Cost Value
------------------- ---------- ---------- ---------- ---------- ---------- --------
(in thousands)
<S> <C> <C> <C> <C> <C> <C>
Due in one year or less(1)........... $ 211,175 $ 211,115 $ 75,677 $ 75,681 $ 114,317 $ 114,315
Due after one year through
five years ...................... 189,461 188,584 137,094 139,642 70,283 70,007
Due after five years
through ten years ............... 154,121 153,523 225,259 233,080 208,986 208,170
Due after ten years ................. 1,144,877 1,089,465 991,729 1,030,156 730,673 766,912
Mortgage-backed securities .......... 384,349 375,460 266,770 270,500 195,567 197,753
Asset-backed securities ............. 40,787 39,559 33,188 33,656 20,961 21,309
---------- ---------- ---------- ---------- ---------- ----------
Total investments(2) ............ $2,124,770 $2,057,706 $1,729,717 $1,782,715 $1,340,787 $1,378,466
========== ========== ========== ========== ========== ==========
</TABLE>
- ----------
(1) Includes short-term investments in the amount of $205.1 million, $74.7
million and $110.3 million at December 31, 1999, 1998 and 1997,
respectively, but excludes cash equivalents of $58.7 million, $23.9
million, and $22.6 million, respectively.
(2) Excludes stocks at cost of $30.1 million, $64.3 million and $29.4 million,
respectively.
21
<PAGE>
Mortgage-Backed Securities
Cost and Market Value by Investment Category
<TABLE>
<CAPTION>
December 31, 1999
--------------------------------------
Amortized Estimated
Investment Category Par Value Cost Market Value
------------------- --------- ---- ------------
(in thousands)
<S> <C> <C> <C>
Pass-through securities--U.S. Government
agency ............................. $284,671 $281,486 $275,247
CMO's--U.S. Government agency .......... 42,165 42,096 40,450
CMO's--non-agency ...................... 60,865 60,767 59,763
-------- -------- --------
Total mortgage-backed securities ... $387,701 $384,349 $375,460
======== ======== ========
</TABLE>
The Company's investments in mortgage-backed securities consisted of
pass-through certificates and collateralized mortgage obligations ("CMO's")
which are secured by mortgage loans guarantied or insured by agencies of the
federal government. These securities are highly liquid with readily determinable
market prices. The Company also held triple-A rated CMO's which are not
guarantied by government agencies. Secondary market quotations are available for
these securities, although they are not as liquid as the government
agency-backed securities.
At December 31, 1998, the Company held sequential pay CMO tranches and
Planned Amortization Classes of CMO's. The CMO's held at December 31, 1999 have
stated maturities ranging from 3 to 32 years, and expected average lives ranging
from 1 to 28 years based on anticipated prepayments of principal. None of the
Company's holdings of CMO's is subject to extraordinary interest rate
sensitivity. At December 31, 1999, the Company did not own any interest-only
stripped mortgage securities or inverse floating rate CMO tranches.
Mortgage-backed securities differ from traditional fixed income bonds
because they are subject to prepayments at par value without penalty at the
borrower's option. Prepayment rates on mortgage-backed securities are influenced
primarily by the general level of prevailing interest rates, with prepayments
increasing when prevailing interest rates are lower than the rates on the
underlying mortgages. When prepayments occur, the proceeds must be re-invested
at then current market rates, which are generally below the yield on the prepaid
securities. Prepayments on mortgage-backed securities purchased at a premium to
par will result in a loss to the Company to the extent of the unamortized
premium.
Employees
At December 31, 1999, the Company and its subsidiaries had 237 employees.
None of its employees are covered by collective bargaining agreements. The
Company considers its employee relations to be satisfactory.
Forward-Looking Statements
The Company relies upon the safe harbor for forward looking statements
provided by the Private Securities Litigation Reform Act of 1995. This safe
harbor requires that the Company specify important factors that could cause
actual results to differ materially from those contained in forward-looking
statements made by or on behalf of the Company. Accordingly, forward-looking
statements by the Company and its affiliates are qualified by reference to the
following cautionary statements.
In its filings with the SEC, reports to shareholders, press releases and
other written and oral communications, the Company from time to time makes
forward-looking statements. Such forward-looking statements include, but are not
limited to, (i) projections of revenues, income (or loss), earnings (or loss)
per share, dividends, market share or other financial forecasts, (ii) statements
of plans, objectives or goals of the Company or its management, including those
related to growth in adjusted book value per share or return on equity and (iii)
expected losses on, and adequacy of loss reserves for, insured transactions.
Words such as "believes", "anticipates", "expects", "intends" and "plans" and
similar expressions are intended to identify forward-looking statements but are
not the exclusive means of identifying such statements.
The Company cautions that a number of important factors could cause actual
results to differ materially from the plans, objectives, expectations, estimates
and intentions expressed in forward-looking statements made by the Company.
These factors include: (i) changes in capital requirements or other criteria of
securities rating
22
<PAGE>
agencies applicable to financial guaranty insurers in general or to FSA
specifically; (ii) competitive forces, including the conduct of other financial
guaranty insurers in general; (iii) changes in domestic or foreign laws or
regulations applicable to the Company, its competitors or its clients; (iv) an
economic downturn or other economic conditions (such as a rising interest rate
environment) adversely affecting transactions insured by FSA or its investment
portfolio; (v) inadequacy of loss reserves established by the Company; (vi)
temporary or permanent disruptions in cash flow on structured transactions
attributable to legal challenges to such structures; and (vii) downgrade or
default of one or more of FSA's reinsurers. The Company cautions that the
foregoing list of important factors is not exhaustive. In any event, such
forward-looking statements made by the Company speak only as of the date on
which they are made, and the Company does not undertake any obligation to update
or revise such statements as a result of new information, future events or
otherwise.
Item 2. Properties.
The principal executive offices of the Company and FSA are located at 350
Park Avenue, New York, New York 10022. The principal executive offices, which
consist of approximately 63,000 square feet of office space, are under lease
agreements which expire in 2005. The Company's telephone number at its principal
executive offices is (212) 826-0100. FSA or its subsidiaries also maintain
leased office space in San Francisco, Dallas, Hamilton (Bermuda), London
(England), Madrid (Spain), Singapore, Sydney (Australia) and Tokyo (Japan). The
Company and its subsidiaries do not own any real property.
Item 3. Legal Proceedings.
In the ordinary course of business, the Company and certain subsidiaries
have become party to certain litigation. The Company believes that none of these
matters, if decided against the Company, would have a material impact on the
Company's consolidated financial position, results of operations or cash flows.
Item 4. Submission of Matters to a Vote of Security Holders.
No matters were submitted to a vote of the Company's shareholders during
the fourth quarter of 1999.
23
<PAGE>
Part II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.
Information relating to the principal market on which the Company's common
stock is tradable, the high and low sales prices per share for each quarterly
period for the past two years and the frequency and amount of any cash dividends
declared in the past two years is set forth on page 48 of the Company's 1999
Annual Report to Shareholders and such information is incorporated herein by
reference. Information concerning restrictions on the payment of dividends is
set forth in Item 1 above under the caption "Insurance Regulatory Matters --
Dividend Restrictions." At February 18, 2000, there were approximately 4,600
holders of the Company's Common Stock, which is listed on the New York Stock
Exchange.
During the fourth quarter of 1999, the Company sold 872,509 unregistered
shares of Common Stock in reliance upon an exemption from registration under the
Securities Act of 1933 (the "Act") pursuant to Section 4(2) of the Act. Those
unregistered shares were included in the December 1, 1999 sale of shares of the
Company's Common Stock to three of the Company's major shareholders, White
Mountains, Tokio Marine and XL, as shown in the table below.
<TABLE>
<CAPTION>
Number of Number of
Unregistered Registered Total Number of
Shares Shares Shares
Purchased in Purchased in Purchased in Aggregate Purchase
Shareholder December 1999 December 1999 December 1999 Price
----------- ------------- ------------- ------------- -----
<S> <C> <C> <C> <C>
White Mountains 172,509 750,000 922,509 $ 50,000,000
Tokio Marine 700,000 0 700,000 37,940,000
XL 0 461,255 461,255 25,000,000
------- --------- --------- ------------
Total 872,509 1,211,255 2,083,764 $112,940,000
</TABLE>
The purchase price of $54.20 per share represented 97.5% of the average of
the high and low sale price of our common stock on the New York Stock Exchange
on October 29, 1999, the date on which a Special Committee of the Company's
Board of Directors approved the sale as part of a plan to raise approximately
$140 million through sales of the Company's Common Stock.
Item 6. Selected Financial Data.
Selected financial data for the Company and its subsidiaries for each of
the last five years is set forth under the caption "Five-Year Financial Summary"
on page 16 of the Company's 1999 Annual Report to Shareholders. Such information
is incorporated herein by reference and should be read in conjunction with the
Consolidated Financial Statements and the Notes thereto contained on pages 26
through 44 of such Annual Report.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Management's Discussion and Analysis of Financial Condition and Results of
Operations is set forth under the caption "Management's Discussion and Analysis
of Financial Condition and Results of Operations" on pages 18 through 24 of the
Company's 1999 Annual Report to Shareholders. Such information is incorporated
herein by reference and should be read in conjunction with the Consolidated
Financial Statements and the Notes thereto contained on pages 26 through 44 of
such Annual Report.
Item 7A. Quantitative and Qualitative Disclosures About Market Risks.
Quantitative and qualitative disclosures about market risks is set forth
under the caption "Management's Discussion and Analysis of Financial Condition
and Results of Operations - Results of Operations - Market Risk" on pages 20 and
21 of the Company's 1999 Annual Report to Shareholders. Such information is
incorporated herein by
24
<PAGE>
reference and should be read in conjunction with the Consolidated Financial
Statements and the Notes thereto contained on pages 25 through 44 of such Annual
Report.
Item 8. Financial Statements and Supplementary Data.
The 1999 Consolidated Financial Statements, together with the Notes
thereto and the Report of Independent Accountants thereon, are set forth on
pages 25 through 44 of the Company's 1999 Annual Report to Shareholders. Such
information is incorporated herein by reference.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
None.
25
<PAGE>
Part III
Item 10. Directors and Executive Officers of the Registrant.
Directors
The Company currently has 13 directors, each of whom is standing for
reelection at the 2000 Annual Meeting of Shareholders of the Company. The name,
age, positions and offices with the Company, if any, period of service as a
director of the Company, five-year employment history and other directorships,
if any, of publicly held corporations currently held by such person, for each
director are set forth below. There are no arrangements or understandings
between any such director and any other person pursuant to which he was or is to
be selected as a director or a nominee for director.
Terry L. Baxter
Age 54 ............ Director of the Company since August 1999. Mr. Baxter
served as Executive Vice President of White Mountains
Insurance Group, Ltd. ("White Mountains") from 1999
until February 2000 and as President of White Mountains
Holdings, Inc., a subsidiary of White Mountains
("WMH"), from 1997 to 1999. Mr. Baxter was Chairman of
the Board of Source One Services Corporation, a
subsidiary of White Mountains presently known as White
Mountains Services Corporation ("Source One"), from
1996 until 1997. He was the Managing Director of the
National Transportation Safety Board from 1990 to 1993,
and before that served as Assistant Director of the
United States Office of Management and Budget (OMB) and
Vice President of GEICO. He is a director of
Folksamerica Reinsurance Holdings, Inc., and Main
Street America Holdings, Inc.
Robert P. Cochran
Age 50 ............ Chairman of the Board of Directors of the Company since
November 1997, and Chief Executive Officer and a
Director of the Company since August 1990. Mr. Cochran
served as President of the Company and FSA from August
1990 until November 1997. He has been Chief Executive
Officer of FSA since August 1990, Chairman of FSA since
July 1994, and a director of FSA since July 1988. Prior
to joining the Company in 1985, Mr. Cochran was
managing partner of the Washington, D.C. office of the
Kutak Rock law firm. Mr. Cochran is Chairman of the
Association of Financial Guaranty Insurors, as well as
a director of XL Financial Assurance Ltd, White
Mountains and WMH.
Robert N. Downey
Age 64 ............ Director of the Company since August 1994. Mr. Downey
has been a senior director of Goldman Sachs & Co. since
1999. He was a limited partner since 1990, and a
general partner from 1976 until 1990, of Goldman, Sachs
& Co. At Goldman, Sachs & Co., Mr. Downey served as
head of the Municipal Bond Department and Vice Chairman
of the Fixed Income Division. Mr. Downey was a Director
of the Securities Industry Association from 1987
through 1991 and served as its Chairman in 1990 and
Vice Chairman in 1988 and 1989. He was also formerly
Chairman of the Municipal Securities Division of the
Public Securities Association (known today as the Bond
Market Association) and Vice Chairman of the Municipal
Securities Rulemaking Board.
Anthony M. Frank
Age 68............... Director of the Company since February 1996. Mr. Frank
was a director of Capital Guaranty Corporation, which
the Company acquired in December 1995 ("CGC"), from
February 1994 until December 1995. He has been Chairman
and Founding Chairman of Belvedere Capital Partners,
General Partner of the California Community Financial
Institutions Fund, since 1994. He was Postmaster
General of the United States from 1988 to 1992 and
served as Chairman and Chief Executive Officer of First
Nationwide Bank from 1971 to 1988. Mr. Frank is a
director of Charles Schwab Inc.; Bedford Properties
Inc.; Irvine Apartment Communities, Inc.;
26
<PAGE>
General American Investors, Inc.; Temple-Inland, Inc.;
Crescent Real Estate Equities; Cotelligent Group, Inc.;
and MDC Communications, Inc.
Fudeji Hama
Age 51 ............ Director of the Company since August 1998. Mr. Hama has
been General Manager of the Financial Services
Department of Tokio Marine and Director of First
Chicago Tokio Marine Financial Products Ltd. since
1998. He previously served Tokio Marine as Deputy
General Manager of its Financial Planning Department
and Deputy General Manager of its Production
Department. Mr. Hama was Executive Vice President and
Chief Operating Officer of Tokio Marine MC Asset
Management Co., Ltd. from 1995 to 1998.
K. Thomas Kemp
Age 59 ............ Director of the Company since August 1994. Mr. Kemp has
served as Deputy Chairman of White Mountains since
February 2000. He served as President and Chief
Executive Officer of White Mountains from October 1997
until February 2000, and has served in other executive
capacities with White Mountains and WMH since 1991. Mr.
Kemp was Vice President of Fireman's Fund Insurance
Company from 1990 to January 1991. Prior to joining
Fireman's Fund, Mr. Kemp was President of Resolute
Reinsurance Company. Mr. Kemp is a director of White
Mountains; Folksamerica Reinsurance Holdings, Inc.;
Eldorado Bancshares, Inc.; and Amlin plc.
David O. Maxwell
Age 69 ............ Director of the Company since August 1994. Mr. Maxwell
was Chairman and Chief Executive Officer of Fannie Mae
from 1981 until his retirement in 1991. Mr. Maxwell is
a director of Potomac Electric Power Company (PEPCO),
and a member of the advisory boards of Corporate
Partners, L.P., Centre Partners II, L.P. and Centre
Partners III, L.P.
Sean W. McCarthy
Age 41 ............ Director of the Company since February 1999. Mr.
McCarthy has been Executive Vice President of the
Company and Chief Operating Officer of FSA since
November 1997. He has been a Managing Director of FSA
since March 1989, head of its Financial Guaranty
Department since April 1993, Executive Vice President
of FSA since October 1999 and a director of FSA since
September 1993. Prior to joining FSA in 1988, Mr.
McCarthy was a Vice President of PaineWebber
Incorporated.
James M. Osterhoff
Age 63 ............ Director of the Company since April 1992. Mr. Osterhoff
was Executive Vice President and Chief Financial
Officer of U S WEST, Inc. (now known as MediaOne Group,
Inc.) from December 1991 until his retirement in
September 1995. Prior to joining U S WEST, Inc., he was
Vice President--Finance and Chief Financial Officer of
Digital Equipment Corp., a computer manufacturer. Mr.
Osterhoff is a director of GenCorp.
James H. Ozanne
Age 56.............. Vice Chairman of the Board of Directors since February
1998 and a Director of the Company since January 1990.
Mr. Ozanne is Chairman of Greenrange Partners. He was
Chairman of Source One from March 1997 to May 1999,
Vice Chairman of Source One from August 1996 until
March 1997, and a director of Source One from August
1996 to May 1999. He was President of Fund American
Enterprises, Inc. from March 1997 until December 1999.
He was Chairman and Director of Nations Financial
Holdings Corporation from January 1994 to January 1996.
He was President and Chief Executive Officer of U S
WEST Capital Corporation ("USWCC"; now known as
MediaOne Capital Corporation) from September 1989 until
December 1993. Prior to joining USWCC, Mr. Ozanne was
Executive Vice President of General Electric Capital
Corporation. He is a director of Basis 100 Inc.
27
<PAGE>
Richard A. Post
Age 41 ............ Director of the Company since April 1994. Mr. Post has
been Executive Vice President of MediaOne Group, Inc.
("MediaOne") since June 1998, Chief Financial Officer
of MediaOne since January 1997 and President of MOCC
since August 1993. Mr. Post had previously served U S
WEST in a number of other positions, and has been a
director of a number of MediaOne-affiliated companies.
Roger K. Taylor
Age 48 ............ Director of the Company since February 1995. Mr. Taylor
has been President of the Company since November 1997,
and Chief Operating Officer of the Company since May
1993. Mr. Taylor joined FSA in January 1990, and has
served FSA as its President since November 1997, a
director since January 1992 and a Managing Director
since January 1991. Prior to joining FSA, Mr. Taylor
was Executive Vice President of Financial Guaranty
Insurance Company, a financial guaranty insurer. Mr.
Taylor is a director of Fairbanks Capital Holding Corp.
and Preferred Mortgages Limited.
Howard M. Zelikow
Age 65 ............. Director of the Company since February 1996. Mr.
Zelikow was a director of CGC from February 1994 until
December 1995. Mr. Zelikow has been a member of Kayne
Anderson Investment Management, Inc., an investment
management company, since 1988. Mr. Zelikow was Chief
Financial Officer and Executive Vice President of The
Progressive Corporation from 1976 to 1987. Mr. Zelikow
is a director of The Right Start, Inc.; The Navigators
Group, Inc.; and Queensway Financial Holdings Limited.
Executive Officers
In addition to Messrs. Cochran, McCarthy and Taylor (who are described in
this Item 10 above under the caption "Directors"), the Company's other executive
officers are described below. The Company's executive officers include the
permanent members of the Company's Management Committee and Mr. Joseph, who is
the Company's principal accounting officer.
Name Age Position
- --------------------------------------------------------------------------------
Russell B. Brewer II 43 Managing Director, Chief Underwriting Officer and
Director of FSA
John A. Harrison 56 Managing Director and Chief Financial Officer of
the Company and FSA; Director of FSA
Jeffrey S. Joseph 41 Managing Director and Controller of the Company
and FSA
Bruce E. Stern 46 Managing Director, General Counsel and Secretary
of the Company and FSA; Director of FSA
The present principal occupation and five-year employment history of each
of the above-named executive officers of the Company, as well as other
directorships of publicly held corporations currently held by each such person,
are set forth below:
Mr. Brewer has been a Managing Director of FSA since March 1989 and the
Chief Underwriting Officer of FSA since September 1990. He has been a director
of FSA since September 1993. From March 1989 to August 1990, Mr. Brewer was
Managing Director, Asset Finance Group, of FSA. Prior to joining FSA in 1986,
Mr. Brewer was an Associate Director of Moody's Investors Service, Inc.
Mr. Harrison has been a Managing Director and the Chief Financial Officer
of FSA since August 1991 and the Chief Financial Officer of the Company since
February 1993. He has been a director of FSA since September 1993. From April
1987 through August 1991, Mr. Harrison was Chief Financial Officer of Citibank,
N.A. -- U.S. Consumer Banking Group, and prior thereto was Managing Director,
Real Estate Finance Group, of Merrill Lynch & Co. Inc. Mr. Harrison has been a
director of Fairbanks Capital Holding Corp. and affiliated entities since
December 1998.
28
<PAGE>
Mr. Joseph has been a Managing Director of the Company and FSA since
December 1993 and the Controller of FSA since February 1992 and of the Company
since April 1993. Prior to joining FSA in 1992, he was Vice President and
Controller of Capital Markets Assurance Corporation, a financial guaranty
insurer.
Mr. Stern has been a Managing Director, the Secretary and the General
Counsel of the Company since April 1993. Since April 1993, he has been the
Secretary of FSA, and since March 1989, he has been a Managing Director of FSA.
He has been a director of FSA since August 1990. Prior to joining FSA as General
Counsel in 1987, Mr. Stern was an attorney with Cravath, Swaine & Moore.
Section 16(a) Beneficial Ownership Reporting Compliance
Each director and executive officer of the Company, and each beneficial
owner of more than 10% of the Common Stock and Preferred Stock of the Company,
is required under Section 16 of the Securities Exchange Act of 1934 to report to
the Securities and Exchange Commission, the New York Stock Exchange (the "NYSE")
and the Company, by a specified date, all transactions in the Company's equity
securities. Based solely upon a review of the reports furnished to it pursuant
to Section 16, the Company believes that all of its directors, executive
officers and greater than 10% equity security holders complied with the filing
requirements applicable to them with respect to transactions occurring during
1999.
Item 11. Executive Compensation.
Summary Compensation Table
The table below sets forth a summary of all compensation paid to the chief
executive officer of the Company and the other four most highly compensated
executive officers of the Company and its subsidiaries, in each case for
services rendered in all capacities to the Company and its subsidiaries for the
years ended December 31, 1999, 1998 and 1997.
<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation(1)
-------------------------------------- ---------------
Name and Principal Other Annual LTIP All Other
Position Year Salary Bonus Compensation(2) Payouts(3) Compensation(4)
- -------- ---- ------ ----- --------------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Robert P. Cochran 1999 $470,000 $ 69,402 $2,153,645 $5,897,323 $133,823
Chairman of the Board and 1998 440,000 560,000 1,164,706 4,737,911 113,834
Chief Executive Officer 1997 440,000 560,000 870,610 2,958,727 107,827
Roger Taylor 1999 310,000 413,617 1,395,745 4,106,640 116,609
President and 1998 290,000 710,000 694,118 2,979,302 103,326
Chief Operating Officer 1997 290,000 710,000 341,185 1,729,575 97,900
Sean W. McCarthy 1999 250,000 618,828 1,154,320 3,570,905 119,309
Executive Vice 1998 235,000 875,000 264,706 2,475,950 102,715
President 1997 235,000 700,000 235,300 1,201,983 81,156
Bruce E. Stern 1999 215,000 300,000 352,941 1,816,906 54,429
Managing Director, 1998 200,000 365,000 88,235 1,316,755 46,694
General 1997 200,000 272,500 67,649 824,910 46,299
Counsel and Secretary
Russell B. Brewer II 1999 215,000 475,000 147,059 1,821,194 51,404
Managing Director and 1998 200,000 365,000 88,235 1,308,949 49,844
Chief Underwriting 1997 200,000 280,000 70,590 804,971 49,505
Officer
</TABLE>
(1) No awards of restricted stock or options/SARs were made to any of the
executives named in the table during the period covered by the table.
(2) Figures represent the value of phantom stock granted as "equity bonus"
awards under the Company's 1993 Equity Participation Plan, as amended, and
deferred for a minimum of five years. Payment following the deferral
period will be in cash or Common Stock, at the Company's option.
(3) Payouts were made to or deferred by each named executive in January 2000
with respect to performance shares for the three-year performance cycle
ending December 31, 1999. Payouts were made in shares of Common Stock or
cash. For purposes of this table, shares of Common Stock are valued for
1999, 1998 and 1997 at $49.1875, $53.625 and $46.0625
29
<PAGE>
per share, respectively, the New York Stock Exchange closing price per
share on the day preceding approval of the payout by the Human Resources
Committee of the Board of Directors and the per share value employed for
those receiving cash payments.
(4) All Other Compensation includes contributions by the Company to a defined
contribution pension plan ("Pension Plan") and supplemental executive
retirement plan ("SERP") as follows:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
Officer 1999 1998 1997
- --------------------------------------------------------------------------------------------
Pension Plan SERP Pension Plan SERP Pension Plan SERP
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Robert P. Cochran $14,400 $75,600 $14,400 $75,735 $14,400 $75,600
- --------------------------------------------------------------------------------------------
Roger K. Taylor 14,400 75,600 14,400 75,600 14,400 76,950
- --------------------------------------------------------------------------------------------
Sean W. McCarthy 14,400 75,600 14,400 75,600 14,400 53,100
- --------------------------------------------------------------------------------------------
Bruce E. Stern 14,400 33,300 14,400 30,600 14,400 30,600
- --------------------------------------------------------------------------------------------
Russell B. Brewer II 14,400 34,200 14,400 33,750 14,400 33,750
- --------------------------------------------------------------------------------------------
</TABLE>
All Other Compensation also includes amounts paid by the Company to gross
up employees for medicare tax paid in respect of equity bonus awards. In
addition, the figure included in this column for Mr. McCarthy includes
$5,820.27 for 1999, $7,329 for 1998 and $8,838 for 1997, representing the
benefit conveyed to him under a loan provided to him by the Company at a
below market interest rate in connection with his relocation to New York.
See "Executive Compensation -- Other Relationships" in this Item 11 below.
Employment Agreements and Arrangements; Change in Control Provisions
The Company does not currently have employment agreements with any of its
executive officers. If the Company terminates any of the named executive
officers without cause, Messrs. Cochran and Taylor would be entitled to 18
months of compensation and Messrs. McCarthy, Stern and Brewer would be entitled
to 12 months of compensation, in each case based upon current compensation (or,
in certain events, prior compensation if higher) in accordance with the
Company's severance policy.
The Company's 1993 Equity Participation Plan, as amended (the "Equity
Plan"), provides for accelerated vesting and payment of equity bonus shares,
performance shares and stock options awarded thereunder upon the occurrence of
certain change in control transactions involving the Company. These provisions
are generally applicable to all participants in the Equity Plan. Each of the
named executive officers holds equity bonus shares and performance shares
awarded under the Equity Plan.
Other Relationships
In February 1992, the Company provided a loan to Mr. McCarthy in
connection with his relocation to New York City. Mr. McCarthy is the Executive
Vice President and a director of the Company, and Executive Vice President and
Chief Operating Officer of FSA. The loan was amended in December 1993 to allow
for the repayment of the remaining principal balance over a ten-year period in
equal installments of $36,282 at an interest rate of 5.20% per annum. At
December 31, 1999, the outstanding principal balance was $145,131.
Forward Shares
The Company is party to forward arrangements with several financial
institutions. The Company entered into the first forward arrangement in May
1996, and additional forward arrangements in December 1999. The financial
institution counterparties to the forward arrangements are generally obligated
to hold shares of the Company's Common Stock ("Forward Shares") for a five-year
term. Under the forward arrangements, the Company has the obligation before the
end of the term to either (a) purchase the Forward Shares from the
counterparties for a specified price per share (the "Purchase Price") plus
carrying costs (less dividends paid on the Common Stock) or (b) direct the
counterparties to sell the Forward Shares, receiving any excess of the sale
proceeds over the Purchase Price (or making up any shortfall) in cash or
additional shares, at its option. The Purchase Price is $26.50 and $53.50 under
the 1996 and 1999 forward arrangements, respectively.
At the time the Company entered into each forward arrangement, it made the
economic benefits of the forward shares available under a subscription program
to the Company's management and directors, who have parallel investments in
phantom Forward Shares under the Company's Deferred Compensation Plan or SERP.
All 750,000 shares covered by the 1999 program were made available under the
subscription program, and continue to be outstanding. Of the initial 1,750,000
shares covered by the 1996 program, 750,000 were made available under
30
<PAGE>
the subscription program. When an individual participant exercises Forward
Shares under the subscription program, the Company settles with the participant
but does not necessarily close out the corresponding forward share position with
the counterparties. As a result of the repurchase of Forward Shares from
management and directors participating in the 1996 forward share subscription
program, 33,078 shares were held for the benefit of the Company and 529,122
shares continued to be held for the benefit of the participants on December 31,
1999.
Performance Shares
Performance shares are awarded under the Equity Plan. The Equity Plan
authorizes the discretionary grant of performance shares by the committee
administering the Equity Plan (the Human Resources Committee) to key employees
of the Company and its subsidiaries. Each performance share potentially
represents the economic value of up to two shares of Common Stock, and not just
appreciation, as is the case with a stock option. The number of shares of Common
Stock actually earned for each performance share depends upon the attainment by
the Company and its subsidiaries (on a consolidated basis) of "performance
objectives" during the time period specified by the Committee at the time an
award of performance shares is made.
The following table sets forth (a) a summary of performance shares awarded
to each of the named executive officers for the year ended December 31, 1999
(which awards were made in January 2000), (b) the applicable performance period
until payout and (c) the related estimated future payouts at the stated assumed
annual rates of adjusted book value per share and stock price appreciation.
LONG-TERM INCENTIVE PLANS - AWARDS IN 1999(1)
<TABLE>
<CAPTION>
Estimated Future Payouts(3)
-------------------------------
Performance Performance Threshold Target Maximum
Shares Period Until (no. of (no. of (no. of
Name Granted Payout shares) shares) shares)
---- ------- ------ ------- ------- -------
<S> <C> <C> <C> <C> <C>
Robert P. Cochran ......... 70,000 (2) 0 70,000 140,000
Roger K. Taylor ........... 50,000 (2) 0 50,000 100,000
Sean W. McCarthy .......... 50,000 (2) 0 50,000 100,000
Bruce E. Stern ............ 15,000 (2) 0 15,000 30,000
Russell B. Brewer II ...... 15,000 (2) 0 15,000 30,000
</TABLE>
(1) These performance shares were awarded under the Equity Plan in January
2000 for the year ended December 31, 1999. The table excludes performance
shares awarded in January 1999 for the year ended December 31, 1998, which
are set forth in a table in the Company's proxy statement dated March 26,
1999, for the Company's 1999 Annual Meeting of Shareholders.
(2) One-third of each award relates to the three-year performance cycle ending
December 31, 2002; and two-thirds of each award relates to the three-year
performance cycle ending December 31, 2003. Awards are payable shortly
following completion of the applicable performance cycle, subject to
earlier payment in certain circumstances or to deferral. Such performance
shares vest at the completion of the applicable performance cycle, subject
to rules pertaining to the recipient's death, disability, retirement or
termination of employment, or change-in-control transactions.
(3) The actual dollar value received by a holder of performance shares, in
general, varies in accordance with the annual rate of growth in adjusted
book value per share ("ROE") of Common Stock during an applicable
"performance cycle" and the market price of Common Stock at the time of
payout of such performance shares. At the election of the holder at the
time of the award, ROE may be determined including or excluding realized
and unrealized gains and losses in the Company's investment portfolio.
With respect to the performance shares described in the table above, if
ROE is 7% or less per annum for any performance cycle, no shares of Common
Stock will be earned for the performance cycle; if ROE is 13% per annum
for any performance cycle, a number of shares of Common Stock equal to
100% of the number of performance shares will be earned for that
performance cycle; and if ROE is 19% per annum or higher for any
performance cycle, a number of shares of Common Stock equal to 200% of the
number of performance shares will be earned for that performance cycle. If
ROE is between 7% and 19%, the payout percentage will be interpolated.
Recipients of performance share awards may elect to receive cash in lieu
of shares of Common Stock in an amount equal to the product of (i) the
number of shares of Common Stock that would be distributed absent an
election to receive cash, multiplied by (ii) the New York Stock Exchange
closing price per share of Common Stock on the trading day prior to the
date that the Human Resources Committee approves the payout percentage for
the applicable performance cycle. However, notwithstanding an election to
receive cash, the Company may deliver shares of Common Stock if available
under the Equity Plan.
31
<PAGE>
- --------------------------------------------------------------------------------
Report of
The Human Resources Committee of The Board of Directors
of Financial Security Assurance Holdings Ltd.
February 17, 2000
The Human Resources Committee of the Board of Directors (the "Committee")
determines the compensation of the Chief Executive Officer, the Chief Operating
Officer and the Executive Vice President of the Company, and reviews and
approves management's compensation recommendations for other employees of the
Company. The Committee is comprised entirely of independent directors.
Compensation of executive officers of the Company is comprised primarily
of salary, cash bonus, equity bonus awards and performance share awards, as well
as employee benefits such as retirement and health benefits. The Committee
adheres to a compensation philosophy aimed at aligning the interests of
management with those of the owners, reflected by an emphasis on equity-based
rather than cash-based compensation.
In 1999, the Committee engaged Johnson Associates, Inc., professional
compensation consultants, to review the market compensation environment and to
evaluate the Company's performance share strategy. Johnson Associates, Inc.
prepared a report reviewed by the Committee in November 1999. The report was
intended as a background for review prior to approval of 1999 bonuses, 2000
salaries and 2000 performance share awards under the Company's 1993 Equity
Participation Plan (the "Equity Plan") at the Committee's January 2000 meeting.
On the subject of cash compensation, the report concluded, among other things,
that:
o the Company expected strong results and an increased bonus pool
based on agreed upon performance measures,
o 1999 compensation levels for the financial services industry were
expected to surpass 1998's high levels due to strong industry
performance, and
o the Company needed to address competitive alternatives available to
key professionals.
On the subject of the Company's performance share strategy, the report
concluded, among other things, that:
o management's performance share strategy appeared to be thoughtful
and directionally appropriate given market factors,
o the proposed strategy is competitive at the 75th percentile of
market comparables and continues to make up a significant portion of
the Company's executive compensation,
o the approach to performance share awards helps to maintain
competitive long-term compensation delivery and significant
ownership/at-risk compensation, and
o overall, the philosophy and structure of the Equity Plan continues
to be competitive and effective for motivating and retaining the
Company's senior professionals.
The report reinforced the Committee's belief that its compensation philosophy
and practices were accomplishing the results intended by the Committee, on both
an absolute and comparative basis.
Salaries. Generally, salaries of executive officers are reviewed by the
Committee every other year. Salaries of the five most highly compensated
executive officers were last reviewed for 1999 and, accordingly, were not
reviewed again for 2000 and thus remained unchanged from the prior year. The
Company, like other participants in the financial services sector, allocates
most of executive officer compensation to year-end bonuses rather than
- --------------------------------------------------------------------------------
32
<PAGE>
- --------------------------------------------------------------------------------
salaries, with annual bonuses (including equity bonuses) exceeding annual
salaries for each of the five most highly compensated executive officers of the
Company.
Cash Bonuses. At its February 1999 meeting, the Committee determined the
guidelines to be applied in determining the potential 1999 bonus pool available
for Company employees. The Committee, however, retained discretion regarding the
size of the actual 1999 bonus pool and the allocation of bonus amounts to
particular employees.
As in the prior year, the Committee established a target bonus pool equal
to approximately 7% of the after tax growth in adjusted book value ("ABV") for
the year, subject to adjustment based upon the quality of return of capital
deployed. Growth in ABV was determined after all operating expenses, including
the cost of the bonus pool itself. The quality of return adjustment was intended
to motivate management to use the Company's capital prudently in building
adjusted book value per share. Under this guideline, the bonus pool would be
unchanged so long as transactions insured by the Company's subsidiaries had a
weighted average return on equity under the Company's return on equity model
("Transaction ROE") equal to a specified target Transaction ROE (the "Target
ROE"), provided that a Transaction ROE 2% or more above such target would result
in a 2% increase in ABV per share, while a Transaction ROE 2% or more below such
target would result in a 2% decrease in ABV per share, with Transaction ROE's
within such range interpolated on a straight-line basis.
The effect of the 1999 target bonus pool was to require a substantial
increase in ABV growth and/or Transaction ROE from prior year performance to
maintain the bonus pool at the level paid in the prior year. If the Company
performed in accordance with its 1999 financial plan at the Target ROE, then the
bonus pool for 1999 would have been approximately $18 million. A 1999 bonus pool
of $18 million would have been less than the actual 1998 bonus pool accrual of
$24 million, of which approximately $22 million was distributed. In establishing
these guidelines, the Committee recognized that non-distributed bonus pool
amounts from prior years may be carried over into future years. The Committee
also recognized that compensation matters in connection with new ventures would
be arranged outside the bonus pool, and that adjustments to the target bonus
pool may be recommended by management, subject to approval of the Committee, to
reflect changes in circumstances. No such arrangements or adjustments were
implemented in 1999.
The Company experienced record PV premium growth in 1999, coupled with
record Transaction ROE, resulting in a 1999 bonus pool of approximately $30.4
million under the guidelines described above. Of this amount, approximately $27
million was paid for 1999, with the balance carried over into future years. By
comparison, the actual bonus pool for 1998 was approximately $24 million, of
which approximately $22 million was distributed, with the balance carried over
to the subsequent year. The 1999 bonus (including equity bonus) for the Chief
Executive Officer increased approximately 27% from 1998. The Committee found
this bonus amount to be warranted in view of the record level of premium
production at well above the Target ROE and other accomplishments which
contributed substantially to shareholder value in 1999.
Equity Bonuses. 1999 was the sixth year that bonuses were paid part in
cash and part as equity bonus awards under the Equity Plan. Equity bonuses
represent "phantom shares" of the Company's common stock. Each bonus is
determined as discussed above under the caption "Cash Bonuses", and a specified
percentage of such bonus is paid in the form of an equity bonus in lieu of cash.
Equity bonus awards are deemed invested in the Company's common stock at 85% of
fair market value, and payment of such awards is deferred for a minimum of five
years. For 1999, as in the prior year, each employee had the option, exercisable
approximately six months prior to year-end, to increase his or her equity bonus
percentage to up to 50% of his or her total bonus, subject to Committee
approval. The Committee also determined that bonuses to executive officers would
be paid as equity bonuses to the extent that such bonuses, if paid in cash,
would result in the loss of a material federal income tax deduction under
Section 162(m) of the Internal Revenue Code of 1986. The Equity Plan also
provides for mandatory deferral of equity bonus award payouts to the extent that
such payouts, if made, would not be deductible by the Company due to the
limitation imposed by Section 162(m). The amount of the Chief Executive
Officer's bonus paid in the form of an equity bonus for 1999 was $1,830,598,
representing approximately 96% of his total bonus.
The minimum equity bonus percentages employed in 1999 (unchanged from
1998) are set forth below:
- --------------------------------------------------------------------------------
33
<PAGE>
- --------------------------------------------------------------------------------
Equity Bonus Award as a Percentage of Total Bonus
Total Bonus Marginal Rate
----------- -------------
$0 to $50,000 10% (optional for bonuses below $50,000)
$50,001 to $150,000 15%
$150,001 to $300,000 20%
Over $300,000 25%
Performance Shares. The Equity Plan provides for the award of performance
shares. Each performance share represents a right to receive up to two shares of
the Company's common stock, with the actual number of common shares receivable
determined on the basis of the increase in adjusted book value per share over a
specified performance cycle. The performance shares were designed to provide
less compensation to participants than stock options if the Company performs
poorly and more compensation to participants if the Company performs well. In
particular, the performance shares were designed to have no value if the Company
fails to generate a return on equity in excess of 7%, which at the time was a
proxy for the risk-free yield on treasury securities. Holders of performance
shares are entitled at the time of grant to elect to have their performance
shares valued at the time of payout either including or excluding realized and
unrealized gains and losses on the Company's investment portfolio. The
Committee's approach generally has been to refrain from awarding performance
shares to the same individuals in successive years. 2000 performance share
awards were allocated 1/3 to a 2000/2001/2002 performance cycle and 2/3 to a
2001/2002/2003 performance cycle. The Company has implemented a program of share
purchases through a "rabbi trust" for the purpose of funding in advance its
obligations in respect of outstanding performance shares. The Chief Executive
Officer, who last received an award of performance shares in January 1998,
received an award of 70,000 performance shares in January 2000. In January 2000,
the Committee also approved performance share payouts for the three-year
performance share award cycle ended December 31, 1999 based upon growth in ABV
per share during the cycle. The Committee determined that each performance share
for such award cycle was equal to 153.36% (including portfolio gains and losses)
or 169.65% (excluding portfolio gains and losses) of a common share of the
Company. Performance shares were paid in Company common shares or cash, or such
amounts were deferred, in accordance with the provisions of the Equity Plan and
the Company's Deferred Compensation Plan.
Stock Ownership Guidelines. The Committee has implemented stock ownership
guidelines for senior executives, including the five most highly compensated
executive officers, of the Company. The guidelines establish share ownership
objectives for senior executives, with the expectation that senior executives
would retain at least 50% of the net after-tax shares from Company compensation
plans until the objective has been met (absent any hardship situation). The
share ownership objective calls for ownership of Company shares having a market
value, (i) in the case of the Chief Executive Officer and Chief Operating
Officer, equal to the sum of three times annual compensation up to $500,000 and
four times additional compensation and (ii) in the case of other senior
executives, equal to the sum of two times annual compensation up to $300,000 and
three times additional compensation. For purposes of the guidelines, share
ownership (i) includes common stock owned, vested equity bonus shares, and
common stock deferred and phantom common stock investments under the Company's
benefit plans and (ii) excludes outstanding performance shares or stock options.
The Committee reviewed compliance with Section 162(m) of the Internal
Revenue Code of 1986, relating to the deductibility of compensation paid to the
Chief Executive Officer and the other most highly compensated officers of the
Company. Performance share awards under the Equity Plan were designed, on advice
of counsel, to comply with the requirements of Section 162(m). Given the
Committee's intention to continue employment of deferred equity bonus awards in
lieu of a portion of cash bonuses in determining 2000 compensation for the
Company's senior management or to develop an alternative approach to maintain
the availability of federal income tax deductions for executive compensation,
the Committee has determined that it is unlikely that the Company will pay
compensation in 2000 that would result in the loss of any material federal
income tax deduction under Section 162(m) and has not recommended that any other
action be taken as a consequence of such provision.
Human Resources Committee
K. Thomas Kemp (Chairperson)
Robert N. Downey
David O. Maxwell
James H. Ozanne
- --------------------------------------------------------------------------------
34
<PAGE>
Stock Price Performance
The following graph compares the cumulative total return for an investment
of $100 on May 6, 1994 (the effective date of registration of the Company's
Common Stock) through December 31, 1999 in (i) the Company's Common Stock, (ii)
Standard & Poor's 500 Composite Index and (iii) the NYSE Financials Index. The
graph assumes that all dividends were reinvested (except for NYSE Financials
Index).
Cumulative Total Return on Common stock compared to
Standard & Poor's 500 Composite Index and NYSE Financials Index
(May 6, 1994 to December 31, 1999)
[The following was depicted as a line graph in the original printed material.]
[PERFORMANCE GRAPH]
Dec-94 Dec-95 Dec-96 Dec-97 Dec-98 Dec-99
FSA 104.49 126.09 167.86 237.34 282.2 271.85
S&P 104.59 145.35 180.72 227.58 303.37 358.98
NYSE 93.73 132.74 171.24 229.03 249.61 239.15
Compensation Committee Interlocks and Insider Participation
The Human Resources Committee consisted of Messrs. Kemp, Downey, Maxwell
and Ozanne throughout 1999. None of such persons is currently or has ever been
an officer or employee of the Company or any subsidiary of the Company. Mr. Kemp
is Deputy Chairman of White Mountains, and was President and Chief Executive
Officer of White Mountains and Chairman and Chief Executive Officer of WMH
during 1999. Mr. Cochran, Chairman and Chief Executive Officer of the Company,
is a director of White Mountains and WMH, and a member of the compensation
committee of White Mountains. Mr. Taylor, President and Chief Operating Officer
of the Company, was a director and member of the compensation committee of
Source One, a subsidiary of White Mountains, until May 1999. Mr. Ozanne was
Chairman of Source One until May 1999.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
5% Shareholders
The following table sets forth certain information regarding actual,
beneficial and voting ownership of the Company's equity at February 10, 2000 as
to each person known by the Company to beneficially own, within the meaning of
the Securities Exchange Act of 1934 (the "Exchange Act"), 5% or more of the
outstanding shares of the Common Stock or Preferred Stock.
35
<PAGE>
<TABLE>
<CAPTION>
Number of Shares Owned(1)
-------------------------
5% Shareholders Actual Beneficial(2) Voting
- --------------- ------ ------------- Power
Number Percent(3) Number Percent(3) Percent(4)
------ ---------- ------ ---------- ----------
<S> <C> <C> <C> <C> <C>
White Mountains Insurance Group, Ltd. ....... 6,943,316 20.7% 8,943,316 25.2% 25.2%
80 South Main Street
Hanover, NH 03755(2)
The Tokio Marine and Fire Insurance Co., Ltd. 2,629,000 7.8% 2,629,000 7.8% 7.4%
2-1, Marunouchi 1-Chome
Chiyoda-ku, Tokyo 100 Japan
XL Capital Ltd .............................. 2,555,133 7.6% 2,555,133 7.6% 7.2%
Cumberland House
1 Victoria Street
Hamilton HM11 Bermuda D2(5)
MediaOne Capital Corporation ................ 1,721,199 5.1% 1,721,199 5.1% 4.8%
c/o MediaOne Group
188 Inverness Drive West
Englewood, CO 80112(1)
</TABLE>
(1) Number of shares owned is based on Schedules 13D or 13G filed by such
entities with the Securities and Exchange Commission (the "SEC"), except
for MOCC, which confirmed to us on March 1, 2000, that it owns the number
of shares set forth in the table.
(2) A person is deemed to have "beneficial ownership" as of a given date of
any shares which such person has the right to acquire within 60 days after
such date or over which such person has voting or investment power. In
computing the percentage of outstanding shares beneficially held by each
shareholder listed above, any share of Common Stock which such shareholder
beneficially owns is deemed to be outstanding for such shareholder, but is
not deemed to be outstanding for the purpose of computing the percentage
ownership of any other shareholder unless such share is actually
outstanding. The only shareholder listed above which is deemed to have
beneficial ownership of shares of Common Stock not actually owned by such
shareholder is White Mountains. On February 10, 2000, White Mountains or
its subsidiaries owned (subject to anti-dilutive adjustment) 2,000,000
shares of Preferred Stock, constituting all the outstanding Preferred
Stock, which are convertible into an equal number of shares of Common
Stock at the conversion price of $29.65 per share. Please see Note (3)
below for additional information regarding shares beneficially owned by
White Mountains.
(3) Ownership percentages are calculated based on 33,517,995 shares of Common
Stock outstanding at February 10, 2000, which (a) includes 511,031 shares
purchased by a "rabbi trust" for purposes of funding in advance the
Company's obligations with respect to its 1993 Equity Participation Plan,
as amended, and excludes 158,306 shares of treasury stock and (b) excludes
2,000,000 shares of Preferred Stock outstanding at February 10, 2000,
except that such Preferred Stock is included for determining the
beneficial ownership and voting power percentages of White Mountains
(which holds such Preferred Stock).
(4) Voting power percentages are calculated based on 35,517,995 shares of
Common Stock outstanding at February 10, 2000, which (a) includes 511,031
shares purchased by a "rabbi trust" for purposes of funding in advance the
Company's obligations with respect to its 1993 Equity Participation Plan,
as amended, and excludes 158,306 shares of treasury stock and (b) includes
2,000,000 shares of Preferred Stock outstanding at February 10, 2000.
(5) According to the amended Schedule 13G filed on January 24, 2000, by XL
with the SEC, the shares beneficially owned by XL are held by a Cayman
Islands affiliate of XL and were not acquired and are not held for the
purpose or effect of changing or influencing control of the Company.
Directors and Executive Officers
The following table sets forth certain information regarding beneficial
ownership of the Company's equity at February 10, 2000 for (a) each director and
nominee for director of the Company, (b) each executive officer named under
"Executive Compensation -- Summary Compensation Table" and (c) all such
executive officers and directors of the Company as a group. The table also
provides information regarding economic ownership. Voting power is less than 1%
of voting shares outstanding for each executive officer and director listed,
individually and as a group.
36
<PAGE>
Number of Shares Owned
--------------------------------------------
Percent of
Economic
Directors and Executive Officers Beneficial(1) Economic(2) Ownership(3)
- -------------------------------- ------------- ----------- ------------
Terry L. Baxter (4) ............. 1,000 21,397 *
Robert P. Cochran (2) ........... 145,225 789,286 2.2%
Robert N. Downey ................ 75,000 114,079 *
Anthony M. Frank ................ 2,671 39,918 *
Fudeji Hama ..................... -- -- *
K. Thomas Kemp (4) .............. 1,600 41,124 *
David O. Maxwell ................ 783 35,783 *
Sean W. McCarthy ................ 67,284 363,819 1.0%
James M. Osterhoff .............. 1,000 39,474 *
James H. Ozanne ................. 15,800 58,715 *
Richard A. Post ................. 200 38,945 *
Roger K. Taylor ................. 30,520 496,361 1.4%
Howard M. Zelikow ............... 5,037 40,037 *
Russell B. Brewer II ............ 8,601 118,180 *
Bruce E. Stern (1) .............. 6,114 128,167 *
All executive officers and
directors as a group (17 persons) 411,490 2,472,334 6.6%
* denotes less than 1%
(1) All beneficially owned shares are actually outstanding and directly owned
by the listed directors and executive officers, except that (a) with
respect to Mr. Cochran, 3,675 shares are held in trust for the benefit of
his children, and (b) with respect to Mr. Stern, all shares are held in
trust for the benefit of his children. At February 10, 2000, shares
actually and beneficially owned represented less than 1% of total shares
of Common Stock outstanding for each executive officer and director listed
individually, and as a group represented approximately 1.2% of total
shares of Common Stock outstanding.
(2) Shares economically owned by directors and executive officers include (a)
vested and unvested performance shares with each performance share treated
as one share of Common Stock, (b) equity bonus shares, (c) deemed
investments in Common Stock under the Company's plans ("Phantom Shares")
and (d) deemed investments in "Forward Shares" (defined below under
"Executive Compensation - Forward Shares"). Phantom Shares represent
voluntary investments in Common Stock by directors and executive officers.
All such shares (other than Forward Shares) include accrued dividends. The
table includes such shares economically owned by the Chief Executive
Officer and the other four most highly compensated executive officers of
the Company and its subsidiaries in the following amounts:
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
Forward Shares
Performance Equity Bonus Phantom --------------
Officer Shares Shares Shares (1996) (1999)
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Robert P. Cochran 110,691 111,451 230,465 145,252 46,203
- ----------------------------------------------------------------------------------------------
Roger K. Taylor 80,518 67,311 216,809 55,000 46,203
- ----------------------------------------------------------------------------------------------
Sean W. McCarthy 95,749 45,927 33,254 29,200 92,406
- ----------------------------------------------------------------------------------------------
Bruce E. Stern 30,218 16,460 65,375 -- 10,000
- ----------------------------------------------------------------------------------------------
Russell B. Brewer II 30,218 12,579 56,782 5,000 5,000
- ----------------------------------------------------------------------------------------------
All executive officers
and directors as a
group 370,057 266,464 670,059 364,452 389,812
- ----------------------------------------------------------------------------------------------
</TABLE>
To the extent that shares economically owned by any non-officer director
exceed those beneficially owned, such economic ownership is attributable
to (i) 15,000 1996 Forward Shares acquired by each director, other than
Messrs. Baxter and Hama, (ii) 20,000 1999 Forward Shares acquired by each
director, other than Mr. Hama, and (iii) shares deemed invested under the
Company's Deferred Compensation Plan (together with accrued dividends).
The table excludes fractional shares attributable to participation in
various benefit plans.
(3) Ownership percentages are calculated based on 33,517,995 shares of Common
Stock outstanding at February 10, 2000, which (a) includes 511,031 shares
purchased by a "rabbi trust" for purposes of funding in advance the
Company's obligations with respect to its 1993 Equity Participation Plan,
as amended, and excludes 158,306 shares of treasury stock and (b) excludes
2,000,000 shares of Preferred Stock outstanding at February 10, 2000. In
addition, in computing the percentage of shares economically owned by each
person listed above, any share which is economically owned by such person
is deemed to be an outstanding share of Common Stock for such person, but
is not deemed to be outstanding for the purpose of computing the
percentage ownership of any other person (except with respect to the group
as a whole, for which all such shares are deemed to be outstanding).
37
<PAGE>
(4) Mr. Kemp is Deputy Chairman of White Mountains, and Mr. Baxter was
Executive Vice President of White Mountains until February 2000. White
Mountains beneficially owns 25.2% of the Company, through its ownership of
Common Stock and Preferred Stock as described in Notes (2) and (3) to the
"5% Shareholders" table above in this Item 12. Messrs. Kemp and Baxter
disclaim direct beneficial ownership of Common Stock and Preferred Stock
held by White Mountains or its subsidiaries.
Item 13. Certain Relationships and Related Transactions.
1999 Equity Sale
In December 1999, the Company sold shares of Common Stock at a price of
$54.20 per share to three of its major shareholders, White Mountains, Tokio
Marine and XL. The purchase price represented 97.5% of the average of the high
and low sale price of our common stock on the New York Stock Exchange on October
29, 1999, the date on which a Special Committee of the Company's Board of
Directors approved the sale as part of a plan to raise approximately $140
million through sales of the Company's Common Stock. The table below sets forth
the number of shares purchased and aggregate purchase price for each of the
three shareholders, individually and in the aggregate. The remaining
approximately $27.1 million of shares were purchased by the counterparties under
the forward arrangements that the Company entered into in December 1999,
described above in Item 11, "Executive Compensation", under the caption "Forward
Shares".
- --------------------------------------------------------------------------------
Number of Shares Purchased in
Shareholder December 1999 Aggregate Purchase Price
- --------------------------------------------------------------------------------
White Mountains 922,509 $ 50,000,000
- --------------------------------------------------------------------------------
Tokio Marine 700,000 37,940,000
- --------------------------------------------------------------------------------
XL 461,255 25,000,000
- --------------------------------------------------------------------------------
Total 2,083,764 $112,940,000
- --------------------------------------------------------------------------------
White Mountains, MediaOne and Company Relationships
In connection with its initial investment in the Company in 1994, White
Mountains:
o acquired 2,000,000 shares of the Series A Convertible Redeemable
Preferred Stock of the Company (the "Preferred Stock") from the
Company; the shares of Preferred Stock are convertible into an equal
number of shares of Common Stock at a price of $29.65 per share
(subject to anti-dilutive adjustment) until their redemption date of
May 13, 2004; the Preferred Stock remains outstanding and its terms
have not been amended since they were issued;
o acquired an option to acquire 666,667 shares of Common Stock from
MOCC at an exercise price of $23.50 per share until May 13, 1999,
which was exercised in May 1999;
o acquired an option to acquire 1,893,940 shares of Common Stock from
MOCC at an exercise price of $26.40 per share until September 2,
2004, which was exercised in September 1999;
o entered into a Registration Rights Agreement with MOCC and the
Company; and
o entered into a Voting Trust Agreement with MOCC and The First
National Bank of Chicago, as voting trustee, which related to the
voting of the 1,893,940 shares subject to the option described above
and which terminated upon the exercise by White Mountains of that
option.
Under the Registration Rights Agreement, at any time prior to May 13,
2004, each of White Mountains and MOCC is entitled to four demand registrations,
and the right to register certain shares on a "piggyback" basis on an unlimited
number of occasions if the Company proposes to have a public offering of Common
Stock. The Company has agreed to indemnify White Mountains and MOCC for certain
liabilities, including liabilities under the Securities Act of 1933, or to
contribute to payments White Mountains or MOCC may be required to make in
respect thereof, in
38
<PAGE>
connection with sales by such person of Common Stock in a registration statement
prepared by the Company under the Registration Rights Agreement.
White Mountains and Company Relationships
In March 1999, FSA Portfolio Management Inc. ("FSA Portfolio Management"),
a wholly owned subsidiary of the Company, terminated its investment management
services agreements with affiliates of White Mountains. No services were
provided and no fees were paid under those agreements during 1999.
In addition, as described above in Item 11, "Executive Compensation",
under the caption "Compensation Committee Interlocks and Insider Participation,"
certain directors and executive officers of the Company are directors of White
Mountains or its subsidiaries, and certain present and former executive officers
of White Mountains and its subsidiaries are directors of the Company.
Tokio Marine and Company Relationships
Cooperation Agreement and Reinsurance
Tokio Marine, the Company and FSA entered into a Cooperation Agreement
dated as of December 27, 1990 (the "Cooperation Agreement") in connection with
Tokio Marine's investment in the Company. The Cooperation Agreement contains
reinsurance provisions (discussed below) and reciprocal marketing provisions.
The Cooperation Agreement also entitles Tokio Marine to select one director of
the Company and of FSA and to place up to three of its employees in FSA's New
York offices and permits FSA to open a representative office on the premises of
Tokio Marine in Tokyo, Japan. The term of the Cooperation Agreement is
automatically renewed, but is subject to termination by one party upon default
by the other or upon 90 days' prior written notice by one party to the other.
Pursuant to the Cooperation Agreement, FSA has entered into a Master Reinsurance
Placement Memorandum (the "Memorandum") by which FSA has agreed to cede and
Tokio Marine has agreed to accept reinsurance equal to a specified percentage of
the principal amount of new business written by FSA in each calendar year, with
the cessions to be composed of treaty participations and facultative cessions,
including an automatic facility by which FSA at its option may make quota share
cessions, subject to certain conditions. Pursuant to the Memorandum, Tokio
Marine participates in FSA's non-municipal and municipal treaties and has
provided facultative reinsurance to FSA. The Company ceded premiums of $28.4
million, $23.8 million and $21.2 million to Tokio Marine for the years ended
December 31, 1999, 1998 and 1997, respectively. In the opinion of the management
of the Company and FSA, the terms of the Cooperation Agreement and reinsurance
with Tokio Marine are no less favorable to FSA than the terms that could be
obtained from unaffiliated parties. In anticipation of increased business
opportunities with Japanese sponsors, Tokio Marine and FSA entered into a
Memorandum of Understanding dated June 5, 1998 concerning the insurance and
reinsurance of transactions involving Japanese assets and obligors, and FSA
opened a representative office in Tokyo. During 1999, Tokio Marine agreed to
cede premiums to FSA in the aggregate amount of approximately $0.2 million (net
of ceding commissions).
Tokio Marine Stockholders Agreement
Under a Stockholders Agreement dated December 27, 1990, as amended (the
"Tokio Marine Stockholders Agreement"), among Tokio Marine, the Company and
MOCC, MOCC has agreed to vote all stock in the Company owned by it to nominate
and to elect a senior employee of Tokio Marine designated by Tokio Marine to the
Board of Directors of the Company so long as Tokio Marine owns at least 5% (9.9%
in the event the Cooperation Agreement is terminated as a result of a breach by
Tokio Marine) of the outstanding Common Stock or the Cooperation Agreement is in
effect. As long as such conditions are met, to the extent permitted by law, the
Company has agreed to cause a senior employee of Tokio Marine to be nominated as
a director of the Company. So long as Tokio Marine owns any Common Stock, MOCC
has agreed to use commercially reasonable efforts to cause the maximum cash
dividends to be paid each year with respect to the Common Stock to the extent
payable without violating applicable law, causing the rating agencies to lower
or consider lowering the triple-A claims-paying ability ratings of FSA or
reducing the cash of the Company and its subsidiaries below the amount needed to
satisfy their reasonably anticipated business needs.
The Tokio Marine Stockholders Agreement contains certain restrictions on
the ability of Tokio Marine, MOCC and the Company to sell or otherwise transfer
any stock of the Company or any subsidiary of the Company (and, under certain
circumstances, the stock of MOCC), or all or substantially all the assets of the
Company or FSA. Certain of the rights granted to Tokio Marine under the Tokio
Marine Stockholders Agreement may make it more
39
<PAGE>
difficult for MOCC to sell additional shares of Common Stock or for the Company
to dispose of certain assets or raise funds from the sale of Common Stock and
therefore might be deemed to restrict a change in control of the Company.
Registration Rights
In May 1996, the Company, MOCC and White Mountains entered into a letter
agreement in order to provide that Tokio Marine has the rights to register the
shares of Common Stock then held by Tokio Marine as if Tokio Marine were a party
to the Registration Rights Agreement among the Company, MOCC and White
Mountains.
XL and Company Relationships
Joint Venture
In November 1998, the Company and XL entered into a joint venture to
establish two new Bermuda-based financial guaranty insurance companies. One
company, Financial Security Assurance International Ltd. ("FSA International"),
is an indirect subsidiary of FSA and the other company, XL Financial Assurance
Ltd ("XLFA"), is a subsidiary of XL. The Company has a minority interest in XLFA
and XL has a minority interest in FSA International.
Registration Rights
In connection with the joint venture formation in November 1998, the
Company entered into a Registration Rights Agreement with XL. Under the
Registration Rights Agreement, at any time prior to the sale by XL of all Common
Stock of the Company that it owns or termination of the shareholders agreement
entered into by the Company and XL in respect of FSA International, XL is
entitled to three (or, under certain circumstances, four) demand registrations,
and the right to register certain shares on a "piggyback" basis on an unlimited
number of occasions if the Company proposes to have a public offering of Common
Stock. The Company has agreed to indemnify XL for certain liabilities, including
liabilities under the Securities Act of 1933, or to contribute to payments XL
may be required to make in respect thereof, in connection with sales by such
person of Common Stock in a registration statement prepared by the Company under
the Registration Rights Agreement.
Reinsurance
XL Insurance Ltd ("XLI"), the principal operating subsidiary of XL, and
XLFA participated in four first loss treaties in 1999, under which FSA ceded a
portion of its first loss exposure under specified asset-backed transactions. In
1999, XLI also participated in a quota share and aggregate excess of loss treaty
covering specified emerging market collateralized debt obligations. In 1999, FSA
also made facultative quota share and first loss reinsurance cessions to XLI of
selected transactions. The Company ceded to XLI and XLFA premiums of $19.8
million, $7.3 million and $15,000 for the years ended December 31, 1999, 1998
and 1997, respectively. In the opinion of the management of the Company, the
terms of the existing reinsurance agreements with XLI and XLFA are no less
favorable to FSA and its subsidiaries than the terms that could be obtained from
unaffiliated parties.
MediaOne and Company Relationships
In December 1993, the Company completed a restructuring (the
"Restructuring") which significantly reduced its risk of loss from its insured
portfolio of obligations backed by commercial mortgage loans (the "Commercial
Mortgage Portfolio"). As part of the Restructuring, FSA obtained reinsurance
from Commercial Reinsurance Company ("Commercial Re") in respect of the
Commercial Mortgage Portfolio. Commercial Re is an insurance company organized
for the purpose of the Restructuring that is owned approximately 91.6% by MOCC
and 8.4% by Tokio Marine. Various agreements were entered into among the Company
and its subsidiaries, Commercial Re and MediaOne in connection with the
Restructuring, all of which remain in force and have not since been amended.
These agreements include (i) a quota share reinsurance agreement, (ii) an
investment management agreement providing for the management by FSA Portfolio
Management of Commercial Re's investment portfolio and other matters in exchange
for a fee initially ranging from 15 to 30 basis points per annum on the market
value of Commercial Re's investment portfolio and (iii) a management agreement
pursuant to which the Company provides management services to Commercial Re,
including regulatory compliance and accounting services, for a fixed fee of
$100,000 per annum.
40
<PAGE>
The Company ceded to Commercial Re premiums of $0.1 million, $0.2 million
and $0.4 million for the years ended December 31, 1999, 1998 and 1997,
respectively. In the opinion of the management of the Company, the terms of the
existing reinsurance agreements with the MediaOne affiliates are no less
favorable to FSA and its subsidiaries than the terms that could be obtained from
unaffiliated parties.
Part IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) Financial Statements and Financial Statement Schedules and Exhibits.
1. Financial Statements
The Registrant has incorporated by reference from the 1999 Annual
Report to Shareholders the following consolidated financial
statements of Financial Security Assurance Holdings Ltd. and
Subsidiaries:
1999 Annual Report to
Shareholders (Pages)
--------------------
Report of Independent Accountants 25
Consolidated Balance Sheets at
December 31, 1999 and 1998 26
Consolidated Statements of Income
for the Years Ended
December 31, 1999, 1998 and 1997 27
Consolidated Statements of Changes in
Shareholders' Equity for the Years Ended
December 31, 1999, 1998 and 1997 28
Consolidated Statements of Cash Flows
for the Years Ended
December 31, 1999, 1998 and 1997 29
Notes to Consolidated Financial Statements 30 - 44
2. Financial Statement Schedules
The following financial statement schedule is filed as part of this
Report.
Schedule Title
- -------- -----
II Condensed Financial Statements of the Registrant for the Years Ended
December 31, 1999, 1998 and 1997.
The report of the Registrant's independent auditors with respect to
the above listed financial statement schedule is set forth on page
48 of this Report.
All other schedules are omitted because they are either inapplicable
or the required information is presented in the consolidated
financial statements of the Company or the notes thereto.
41
<PAGE>
3. Exhibits
The following are annexed as exhibits to this Report:
Exhibit No. Exhibit
- ----------- -------
3.1 Restated Certificate of Incorporation of the Company. (Previously
filed as Exhibit 3.1 to the Company's Registration Statement on
Form S-3 (Reg. No. 333-74165) and incorporated herein by
reference.
3.2 Amended and Restated By-laws of the Company, as amended and
restated on February 17, 2000. (Previously filed as Exhibit 3.2 to
the Company's Registration Statement on Form S-3 (Reg. No.
333-92985), and incorporated herein by reference.)
4.1 Indenture dated as of September 15, 1997 (the "Senior QUIDS
Indenture") between the Company and First Union National Bank, as
Trustee (the "Senior Debt Trustee"). (Previously filed as Exhibit
2 to the Company's Current Report on Form 8-K (Commission File No.
1-12644) dated September 15, 1997 (the "September 1997 Form 8-K"),
and incorporated herein by reference.)
4.1(A) First Supplemental Indenture dated as of November 13, 1998,
between the Company and the Senior Debt Trustee. (Previously filed
as Exhibit 6 to the Company's Current Report on Form 8-K
(Commission File No. 1-12644) dated November 6, 1998 (the
"November 1998 Form 8-K"), and incorporated herein by reference.)
4.1(B) Form of 7.375% Senior Quarterly Income Debt Securities due 2097.
(Previously filed as Exhibit 3 to the September 1997 Form 8-K, and
incorporated herein by reference.)
4.1(C) Officers' Certificate pursuant to Section 2.01 and 2.03 of the
Senior QUIDS Indenture. (Previously filed as Exhibit 5 to the
Company's Quarterly Report on Form 10-Q (Commission File No.
1-12644) for the quarterly period ended September 30, 1997, and
incorporated herein by reference.)
4.1(D) Form of 6.950% Senior Quarterly Income Debt Securities due 2098.
(Previously filed as Exhibit 2 to the November 1998 Form 8-K, and
incorporated herein by reference.)
4.1(E) Officers' Certificate pursuant to Section 2.01 and 2.03 of the
Senior QUIDS Indenture. (Previously filed as Exhibit 5 to the
November 1998 Form 8-K, and incorporated herein by reference.)
4.1(F) Amended and Restated Trust Indenture dated as of February 24, 1999
between the Company and the Trustee. (Previously filed as Exhibit
4.1 to the Company's Registration Statement on Form S-3 (Reg. No.
333-74165), and incorporated herein by reference.)
10.1 Credit Agreement dated as of August 31, 1998 among FSA, each of
its insurance company affiliates listed on Schedule I attached
thereto, the Banks from time to time party thereto and Deutsche
Bank AG, New York Branch, as agent. (Previously filed as Exhibit
10 to the Company's Quarterly Report on Form 10-Q (Commission File
No. 1-12644) for the quarterly period ended September 30, 1998,
and incorporated herein by reference.)
10.2 Facility Agreement dated as of August 30, 1994, among FSA,
Canadian Global Funding Corporation and Hambros Bank Limited.
(Previously filed as Exhibit 2
42
<PAGE>
to the Company's Quarterly Report on Form 10-Q (Commission File
No. 1-12644) for the quarterly period ended September 30, 1994,
and incorporated herein by reference.)
10.3 Second Amended and Restated Credit Agreement dated as of April 30,
1999, among FSA, FSAIC, the Banks party thereto from time to time
and Bayerische Landesbank Girozentrale, New York Branch, as Agent.
(Previously filed as Exhibit 10 to the Company's Quarterly Report
on Form 10-Q (Commission File No. 1-12644) for the quarterly
period ended June 30, 1999, and incorporated herein by reference.)
10.4+ Money Purchase Pension Plan and Trust Agreement dated as of
January 1, 1989 between FSA and Transamerica, with Adoption
Agreement No. 001 and Addendum. (Previously filed as Exhibit 10.7
to the Company's Registration Statement on Form S-1 (Reg. No.
33-70230), as such Registration Statement has been amended (the
"Form S-1"), and incorporated herein by reference.)
10.5+ Amended and Restated Supplemental Executive Retirement Plan as
amended and restated as of February 25, 1999. (Previously filed as
Exhibit 10.5 to the Company's Annual Report on form 10-K
(Commission File No. 1-12644) for the fiscal period ended December
31, 1998 (the "1998 Form 10-K"), and incorporated herein by
reference.
10.6+ Amended and Restated 1993 Equity Participation Plan (as amended
and restated as of May 13, 1999). (Previously filed as Appendix A
to the Company's proxy statement dated March 26, 1999, and
incorporated herein by reference.)
10.7+ Deferred Compensation Plan (Effective as of June 1, 1995).
(Previously filed as Exhibit No. 3 to the Company's Quarterly
Report on Form 10-Q (Commission File No. 1-12644) for the
quarterly period ended June 30, 1995 (the "June 30, 1995 10-Q"),
and incorporated herein by reference.)
10.8+ Severance Policy for Senior Management (Effective as of February
8, 1995). (Previously filed as Exhibit No. 3 to the Company's
Quarterly Report on Form 10-Q (Commission File No. 1-12644) for
the quarterly period ended March 31, 1996, and incorporated herein
by reference.)
10.9 Cooperation Agreement dated as of December 27, 1990 among Tokio
Marine, the Company and FSA. (Previously filed as Exhibit 10.17 to
the Company's Registration Statement on Form S-1, and incorporated
herein by reference.)
10.10 Tokio Marine Stockholders Agreement dated December 27, 1990 among
Tokio Marine, the Company and USWCC. (Previously filed as Exhibit
10.18 to the Form S-1, and incorporated herein by reference.)
10.10(A) Letter Agreement dated as of September 2, 1994 concerning the
Tokio Marine Stockholders Agreement between U S WEST, Inc., and
the Company. (Previously filed as Exhibit 10.18(A) to the Annual
Report on Form 10-K (Commission File No. 1-12644) for the fiscal
period ended December 31, 1994 (the "1994 Form 10-K"), and
incorporated herein by reference.)
10.10(B) Amendment No. 1 dated December 23, 1993 to Tokio Marine
Stockholders Agreement. (Previously filed as Exhibit 10.19 to the
Form S-1, and incorporated herein by reference.)
10.11 Master Reinsurance Placement Memorandum dated December 27, 1991
between Tokio Marine and FSA. (Previously filed as Exhibit 10.20
to the Form S-1, and incorporated herein by reference.)
43
<PAGE>
10.12 Amended and Restated Interests and Liabilities Contract concerning
the Quota Share Treaty effective as of January 1, 1991 among Tokio
Marine and FSA and its identified subsidiaries and affiliates,
with Amendment No. 1 thereto. (Previously filed as Exhibit
10.21(A) to the 1994 Form 10-K, and incorporated herein by
reference.)
10.13 Amended and Restated Interests and Liabilities Contract concerning
the Municipal Bond Insurance Quota Share Treaty effective as of
January 1, 1991 among Tokio Marine, FSA and its identified
subsidiaries and affiliates, with Amendment No. 1 thereto.
(Previously filed as Exhibit 10.22(A) to the 1994 Form 10-K, and
incorporated herein by reference.)
10.14+ Promissory Note between the Company and Sean W. McCarthy dated
December 20, 1993. (Previously filed as Exhibit 10.30(A) to the
Form S-1, and incorporated herein by reference.)
10.15 Quota Share Reinsurance Agreement dated December 22, 1993, among
Commercial Re, FSA and International. (Previously filed as Exhibit
10.17 to the Form S-1, and incorporated herein by reference.)
10.16 Share Purchase Agreement dated as of December 23, 1993 among
Commercial Re, U S WEST and the Company. (Previously filed as
Exhibit 10.32 to the Form S-1, and incorporated herein by
reference.)
10.17 Federal Income Tax Allocation Agreement dated as of December 23,
1993 among Commercial Re, U S WEST and the Company. (Previously
filed as Exhibit 10.33 to the Form S-1, and incorporated herein by
reference.)
10.18 Liquidity Facility dated as of December 23, 1993 among U S WEST,
Inc., Commercial Re and the Company. (Previously filed as Exhibit
10.34 to the Form S-1, and incorporated herein by reference.)
10.19 Investment Management Agreement dated as of December 23, 1993
among FSA Portfolio Management, Commercial Re and the Company.
(Previously filed as Exhibit 10.35 to the Form S-1, and
incorporated herein by reference.)
10.20 Agreement for Management and the Provision of Personnel, Property
and Services dated as of December 23, 1993 between Commercial Re
and the Company. (Previously filed as Exhibit 10.36 to the Form
S-1, and incorporated herein by reference.)
10.21* Registration Rights Agreement dated as of May 13, 1994 among the
Company, MOCC and White Mountains.
10.21(A)* Letter Agreement dated May 14, 1996, from the Company, MOCC and
White Mountains to Tokio Marine regarding the May 13, 1994
Registration Rights Agreement among the Company, MOCC and White
Mountains.
10.22 Registration Rights Agreement dated as of November 3, 1998 between
the Company and EXEL Limited. (Previously filed as Exhibit 10.22
to the Company's Annual Report on Form 10-K (Commission File No.
1-12644) for the period ended December 31, 1998 (the "1998 Form
10-K"), and incorporated herein by reference.)
10.23 Purchase Agreement dated October 29, 1999 between White Mountains
and the Company. (Previously filed as Exhibit 1 to the Company's
Current Report on Form 8-K dated October 29, 1999 and filed with
the SEC on December 17, 1999 (the "October 1999 Form 8-K"), and
incorporated herein by reference.)
44
<PAGE>
10.23(A) Purchase Agreement dated November 2, 1999 between XL and the
Company. (Previously filed as Exhibit 2 to the October 1999 Form
8-K, and incorporated herein by reference.)
10.23(B) Purchase Agreement dated October 29, 1999 between Tokio Marine and
the Company. (Previously filed as Exhibit 3 to the October 1999
Form 8-K, and incorporated herein by reference.)
13* Annual Report to Shareholders for the Year Ended December 31,
1999. Such report is furnished for the information of the
Securities and Exchange Commission only and, except for those
portions thereof which are expressly incorporated by reference in
the Annual Report on Form 10-K, is not to be deemed filed as part
of this Report.
21* List of Subsidiaries.
23* Consent of PricewaterhouseCoopers LLP.
24* Powers of Attorney. (Previously filed as Exhibit 24 to the
Company's Annual Report on Form 10-K (Commission File No. 1-12644)
for the fiscal period ended December 31, 1996, and incorporated
herein by reference, other than the power of attorney (i) for Mr.
Post, which was filed as Exhibit 24 to the 1997 Form 10-K and
incorporated herein by reference, (ii) for Messrs. Hama and
McCarthy, which was filed as Exhibit 24 to the 1998 Form 10-K, and
(iii) for Mr. Baxter, which is filed herewith.)
27* Financial Data Schedules.
99* Financial Security Assurance Inc. and Subsidiaries 1999
Consolidated Financial Statements and Report of Independent
Accountants.
- ----------
+ Management contract or compensatory plan or arrangement required to be
filed as an exhibit to this Form 10-K pursuant to Item 14(c).
* Filed herewith.
(b) Reports on Form 8-K
The Company filed a Current Report on Form 8-K dated October 29, 1999,
with the Securities and Exchange Commission on December 17, 1999, which
incorporated by reference the documents included as Exhibits thereto into the
Registration Statement relating to the Company's common stock and other
securities. The Company filed a Current Report on Form 8-K dated December 28,
1999, with the Securities and Exchange Commission on December 29, 1999, which
incorporated by reference the agreement included as an Exhibit thereto into the
Registration Statement relating to the Company's common stock and other
securities. Such Current Reports on Form 8-K were filed in connection with the
Company's fourth quarter sales of common stock to White Mountains, Tokio Marine
and XL and the sale of shares of common stock subject to the Company's 1999
forward share program.
45
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
FINANCIAL SECURITY ASSURANCE
HOLDINGS LTD. (Registrant)
By: /s/ ROBERT P. COCHRAN
-------------------------------------
Name: Robert P. Cochran
Title: Chairman and Chief Executive
Officer
Dated: March 22, 2000
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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ ROBERT P. COCHRAN* Chairman, Chief March 22, 2000
- --------------------------- Executive Officer
Robert P. Cochran and Director (Principal
Executive Officer)
/s/ ROGER K. TAYLOR* President, March 22, 2000
- --------------------------- Chief Operating Officer
Roger K. Taylor and Director
/s/ SEAN W. MCCARTHY* Executive Vice President March 22, 2000
- --------------------------- and Director
Sean W. McCarthy
/s/ JOHN A. HARRISON* Managing Director March 22, 2000
- --------------------------- and Chief Financial
John A. Harrison Officer (Principal
Financial Officer)
/s/ JEFFREY S. JOSEPH* Managing Director March 22, 2000
- --------------------------- and Controller (Principal
Jeffrey S. Joseph Accounting Officer)
/s/ TERRY L. BAXTER* Director March 22, 2000
- ---------------------------
Terry L. Baxter
/s/ ROBERT N. DOWNEY* Director March 22, 2000
- ---------------------------
Robert N. Downey
/s/ ANTHONY M. FRANK* Director March 22, 2000
- ---------------------------
Anthony M. Frank
/s/ FUDEJI HAMA* Director March 22, 2000
- ---------------------------
Fudeji Hama
/s/ K. THOMAS KEMP* Director March 22, 2000
- ---------------------------
K. Thomas Kemp
</TABLE>
46
<PAGE>
<TABLE>
<S> <C> <C>
/s/ DAVID O. MAXWELL* Director March 22, 2000
- ---------------------------
David O. Maxwell
/s/ JAMES M. OSTERHOFF* Director March 22, 2000
- ---------------------------
James M. Osterhoff
/s/ JAMES H. OZANNE* Director March 22, 2000
- ---------------------------
James H. Ozanne
/s/ RICHARD A. POST* Director March 22, 2000
- ---------------------------
Richard A. Post
/s/ HOWARD M. ZELIKOW* Director March 22, 2000
- ---------------------------
Howard M. Zelikow
</TABLE>
- ----------
* Robert P. Cochran, by signing his name hereto, does hereby sign this Annual
Report on Form 10-K on behalf of each of the Directors and Officers of the
Registrant named above after whose typed names asterisks appear pursuant to
powers of attorney duly executed by such Directors and Officers and filed with
the Securities and Exchange Commission as exhibits to this Report.
By: /s/ ROBERT P. COCHRAN
-------------------------------------
Robert P. Cochran,
Attorney-in-fact
47
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
ON FINANCIAL STATEMENT SCHEDULE
To the Shareholders and Board of Directors
of Financial Security Assurance Holdings Ltd.:
Our audits of the consolidated financial statements referred to in our report
dated January 25, 2000, except for Note 22, as to which the date is March 14,
2000, appearing in the 1999 Annual Report to Shareholders of Financial Security
Assurance Holdings Ltd. (which report and consolidated financial statements are
incorporated by reference in this Annual Report on Form 10-K) also included an
audit of the financial statement schedule listed in item 14(a)(2) of this Form
10-K. In our opinion, this financial statement schedule presents fairly, in all
material respects, the information set forth therein when read in conjunction
with the related consolidated financial statements.
/s/ PRICEWATERHOUSECOOPERS LLP
----------------------------------------
PRICEWATERHOUSECOOPERS LLP
New York, New York
January 25, 2000
48
<PAGE>
Schedule II
Parent Company Condensed Financial Information
Condensed Balance Sheets
(Dollars in thousands)
December 31,
------------
1999 1998
---- ----
Assets:
Investments and cash $ 33,781 $ 59,512
Investment in subsidiaries, at equity in net assets 1,315,856 1,119,235
Notes receivable from subsidiary 120,000 120,000
Deferred taxes 8,326 6,190
Due from subsidiaries 32,875 18,060
Other assets 65,674 48,484
---------- ----------
$1,576,512 $1,371,481
========== ==========
Liabilities and Shareholders' Equity:
Notes payable $ 230,000 $ 230,000
Other liabilities 93,828 75,345
Redeemable preferred stock 700 700
Shareholders' equity 1,251,984 1,065,436
---------- ----------
$1,576,512 $1,371,481
========== ==========
Condensed Statements of Income
(Dollars in thousands)
Year Ended December 31,
1999 1998 1997
---- ---- ----
Total revenue $ 4,761 $ 11,515 $ 3,553
Interest and amortization expense (16,614) (10,590) (2,731)
Other expenses 913 (4,355) (10,038)
Equity in earnings of unconsolidated
affiliate 1,180 333 --
--------- --------- ---------
(9,760) (3,097) (9,216)
Equity in undistributed net income of
subsidiaries 131,350 117,374 100,678
--------- --------- ---------
Income before income taxes 121,590 114,277 91,462
Income tax benefit 3,815 1,079 3,222
--------- --------- ---------
Net income $ 125,405 $ 115,356 $ 94,684
========= ========= =========
The Parent Company Condensed Financial Information should be read in
conjunction with the Consolidated Financial Statements and Notes to Consolidated
Financial Statements as incorporated by reference in Item 8 Financial Statements
and Supplementary Data.
49
<PAGE>
Schedule II
Parent Company Condensed Financial Information (Continued)
Condensed Statements of Cash Flows
(Dollars in thousands)
<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------------------
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Cash flows from operating activities:
Other operating expenses recovered, net $ 1,821 $ 35,168 $ 4,291
Net investment income received 5,727 3,510 3,448
Federal income taxes received (paid) 5,035 (5,332) 7,237
Interest paid (16,306) (9,614) (2,716)
Other (612) (1,089) (3,512)
--------- --------- ---------
Net cash provided by (used for) operating activities (4,335) 22,643 8,748
--------- --------- ---------
Cash flows from investing activities:
Proceeds from sales of bonds 186,696 170,513 2,812
Proceeds from sales of equity investments 12,878 73,042 --
Purchases of bonds (176,387) (158,153) (30,224)
Purchases of equity investments -- (92,087) (1,690)
Purchases of property and equipment (3) (3) (3)
Investment in subsidiaries (128,172) (96,788) (31,384)
Net decrease (increase) in short-term securities 227 23,777 (9,890)
Other investments 3,414 (21,502) --
--------- --------- ---------
Net cash used for investing activities (101,347) (101,201) (70,379)
--------- --------- ---------
Cash flows from financing activities:
Issuance of notes payable, net -- 96,850 125,905
Surplus notes purchased -- (70,000) (50,000)
Dividends paid (14,138) (12,777) (12,098)
Treasury stock, net 628 (23,890) (36,247)
Sale of stock 151,385 -- --
Issuance of stock for acquisition of subsidiary -- 80,000 --
Repurchase of stock by subsidiary -- 8,500 39,500
Other (32,520) 533 (5,567)
--------- --------- ---------
Net cash provided by financing activities 105,355 79,216 61,493
--------- --------- ---------
Net increase (decrease) in cash (327) 658 (138)
Cash at beginning of year 620 (38) 100
--------- --------- ---------
Cash at end of year $ 293 $ 620 $ (38)
========= ========= =========
Reconciliation of net income to net cash provided by
operating activities:
Net income $ 125,405 $ 115,356 $ 94,684
Equity in undistributed net income of subsidiary (131,350) (117,374) (100,678)
Decrease (increase) in accrued investment income 2,303 (2,607) (1,394)
Increase (decrease) in accrued income taxes 756 (5,137) 6,944
Provision (benefit) for deferred income taxes 463 (1,275) (2,930)
Net realized losses (gains) on investments 3,211 (5,206) (1,405)
Deferred equity compensation 8,725 17,765 14,112
Depreciation and accretion of bond discount (432) (1,077) (1,174)
Equity in earnings of unconsolidated affiliate (1,180) (333) --
Change in other assets and liabilities (12,236) 22,531 589
--------- --------- ---------
Cash provided by (used for) operating activities $ (4,335) $ 22,643 $ 8,748
========= ========= =========
</TABLE>
The Parent Company Condensed Financial Information should be read in
conjunction with the Consolidated Financial Statements and Notes to Consolidated
Financial Statements as incorporated by reference in Item 8 Financial Statements
and Supplementary Data.
50
<PAGE>
SCHEDULE II
Financial Security Assurance Holdings Ltd. (Parent Company)
Notes to Condensed Financial Statements
1. Condensed Financial Statements
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. These condensed
financial statements should be read in conjunction with the Company's
consolidated financial statements and the notes thereto.
2. Significant Accounting Policies
The Parent Company carries its investments in subsidiaries under the
equity method.
51
Exhibit 10.21
EXECUTION
- --------------------------------------------------------------------------------
REGISTRATION RIGHTS AGREEMENT
by and among
FINANCIAL SECURITY ASSURANCE HOLDINGS LTD.,
U S WEST CAPITAL CORPORATION
and
FUND AMERICAN ENTERPRISES HOLDINGS, INC.
Dated May 13, 1994
- --------------------------------------------------------------------------------
<PAGE>
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement, dated May 13, 1994 (this
"Agreement"), by and among Financial Security Assurance Holdings Ltd., a New
York corporation (the "Company"), U S WEST Capital Corporation, a Colorado
corporation ("USWCC"), and Fund American Enterprises Holdings, Inc., a Delaware
corporation ("FFC").
W I T N E S S E T H:
WHEREAS, USWCC, U S WEST, Inc., a Colorado corporation ("USW"), FFC
and the Company are parties to a Securities Purchase Agreement, dated April 10,
1994, as amended on May 6, 1994 (as so amended, the "Securities Purchase
Agreement"), pursuant to which FFC purchased from USWCC 2,000,000 shares of
common stock, par value $.01 per share, of the Company (the "Common Stock"), and
will, subject to the terms and conditions in the Securities Purchase Agreement,
purchase (a) from USWCC (i) an option to purchase 666,667 shares of Common Stock
from USWCC (the "Five-Year Options") and (ii) an option to purchase 1,893,940
shares of Common Stock from USWCC (the "Ten-Year Options" and, collectively with
the Five-Year Options, the "USWCC Options"), (b) from U S WEST newly issued
shares of Series B Cumulative Redeemable Preferred Stock, par value $1.00 per
share, of USW (the "USW Preferred Stock") and (c) from the Company, 2,000,000
shares of Series A Convertible Redeemable Preferred Stock, par value $.01 per
share, of the Company (the "FSAH Preferred Stock); and
WHEREAS, USWCC, FFC and the Company wish to agree upon the manner in
which the Company shall provide registration rights to USWCC and FFC for their
respective Registrable Securities (as defined below).
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants herein contained, the parties hereto hereby agree as follows:
1. Definitions. As used in this Agreement, the following capitalized
terms shall have the following meanings:
Business Day: Any day on which commercial banks are open for
business in New York, New York.
Demand Registration: See Section 2 hereof.
Exchange Act: The Securities Exchange Act of 1934, as amended, and
the rules and regulations promulgated thereunder.
FSAH Preferred Shares: The shares of Common Stock, if any, issued
upon the Conversion of the FSAH Preferred Stock.
Holders: USWCC and FFC.
2
<PAGE>
IPO Shares: The shares of Common Stock purchased by FFC from USWCC
pursuant to the Securities Purchase Agreement at the First Closing (as defined
in the Securities Purchase Agreement).
Person: An individual, partnership, corporation, trust or
unincorporated organization, or a government or agency or political subdivision
thereof or other entity.
Piggyback Registration: See Section 3 hereof.
Prospectus: The prospectus included in any Registration Statement,
as amended or supplemented by any prospectus supplement with respect to the
terms of the offering of any portion of the Registrable Securities covered by
such Registration Statement and by all other amendments and supplements to the
prospectus, including post-effective amendments and all material incorporated by
reference in such prospectus.
Registrable Securities: With respect to FFC, the IPO Shares, the
USWCC Option Shares, the FSAH Preferred Shares, any other shares of Common Stock
that may be purchased by FFC from USWCC or the Company, and any securities of
the Company that may be issued or distributed with respect to, or in exchange
for, any of the foregoing, pursuant to a stock dividend or distribution, stock
split, merger, consolidation, reorganization, recapitalization, reclassification
or otherwise; provided, however, that in the case of the USWCC Option Shares and
the FSAH Preferred Shares, FFC must have exercised the relevant security on or
prior to the effective date of the Registration Statement pursuant to which the
Registrable Securities are to be sold. With respect to USWCC, any shares of
Common Stock beneficially owned by USWCC on the date hereof.
Registration Expenses: See Section 6 hereof.
Registration Statement: Any registration statement of the Company
that covers any of the Registrable Securities pursuant to the provisions of this
Agreement, including the Prospectus, amendments and supplements to such
Registration Statement, including post-effective amendments, all exhibits and
all material incorporated by reference in such Registration Statement.
SEC: The Securities and Exchange Commission.
Securities Act: The Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder.
Underwritten Registration or Underwritten Offering: A registration
in which securities of the Company are sold to an underwriter for reoffering to
the public.
USWCC Option Shares: The shares of Common Stock, if any, received by
FFC upon exercise of the USWCC Options.
3
<PAGE>
2. Demand Registration.
(a) Except as provided herein and subject to Section 2(c)(ii)
hereof, following the initial registration of any of the Common Stock under the
Securities Act, any Holder (a "Requesting Holder") may, at any time thereafter,
make a written request to the Company with a copy to the other Holder for
registration under the Securities Act of all or part of the Registrable
Securities it then owns (a "Demand Registration"). Any such request by the
Requesting Holder shall specify the aggregate amount of Registrable Securities
to be registered and shall also specify the intended method of disposition
thereof. Within five Business Days after receipt of such registration request,
the Company shall serve written notice to the other Holder of such registration
request, and shall commence the preparation of the registration of the
Registrable Securities. The Company shall include in such registration all
Registrable Securities with respect to which the Company has received written
requests for inclusion therein within 15 Business Days after the date of the
Company's notice; provided, however, that the Company may, upon notice to each
Requesting Holder, delay the effectuation of such Demand Registration for a
reasonable period of time, but not more than 90 days after receipt of the
request for such Demand Registration, (x) as is necessary to prepare audited
financial statements of the Company for its most recently completed fiscal year
or other audited financial statements reasonably required in the Registration
Statement, or (y) if the Company would be required to divulge in such
Registration Statement the existence of any fact relating to a proposed
acquisition, financing or other material corporate development not otherwise
required to be disclosed and the Board of Directors of the Company shall have in
good faith determined that such disclosure would be materially adverse to the
Company. Such notice of delay shall explain, in reasonable detail, the reasons
for such delay. If the Company shall so delay the effectuation of the Demand
Registration, each Requesting Holder may, within 30 days after receipt of the
notice of delay, notify the Company that it is withdrawing its request for
registration and, with respect to such Holder, such Demand Registration shall be
deemed to be withdrawn and such request shall be deemed not to have been
exercised for purposes hereof. In addition, if any such Holder so notifies the
Company of its determination to withdraw its request for registration and,
within the 60 days immediately following the 90-day deferral period, makes a
written request to the Company for registration of the same class of Registrable
Securities that were subject to the registration withdrawn pursuant to the
preceding sentence, the Company shall have no right to defer such registration
pursuant to this paragraph (a).
(b) Except as provided by Section 2(d) below and subject to the
hold-back restrictions set forth in Section 4 hereof, each Holder shall be
entitled to four Demand Registrations; provided, however, that only one Demand
Registration may be declared by each Holder in any three month period.
(c) (i) The offering of Registrable Securities pursuant to such
Demand Registration shall be in the form of an Underwritten Offering if
requested by the Requesting Holder. If the managing underwriter or underwriters
unanimously determine in good faith that the total amount of Registrable
Securities proposed to be included in such offering is such as to materially
adversely affect the success of such offering, then the amount of Registrable
Securities shall be reduced or limited pro rata among the Requesting Holder and
the Participating Holder (as defined in Section 3(a)) in proportion to the
amount of Registrable Securities sought to be registered by each, to
4
<PAGE>
the extent necessary to reduce the total amount of Registrable Securities to be
included in such offering to the amount that, in the reasonable opinion of such
managing underwriter or underwriters, can be sold without materially adversely
affecting the success of such offering; provided, however, that if USWCC is the
Requesting Holder, the Participating Holders' shares of Registrable Securities
shall be reduced to zero before any reduction in the number of shares of Common
Stock to be sold by USWCC.
(ii) Notwithstanding anything contained in this Section 2, the
Company shall not be obligated to comply with a Demand Registration if such
registration, in the reasonable judgment of the Company after consultation with
a rating agency (then rating the Company or its Subsidiaries (as defined in the
Securities Purchase Agreement)) or a regulatory authority (having jurisdiction
over the Company or its Subsidiaries), as the case may be, such registration
would (x) impair the claims-paying ability or financial strength rating of the
Company or its Subsidiaries (including resulting in a downgrading of such
rating) or (y) materially increase any capital charge or capital cost of the
Company or its Subsidiaries, or if such regulatory authority otherwise objects
to such offering.
(d) If (i) more than one-third of the Requesting Holder's
Registrable Securities sought to be registered in any Demand Registration is not
included in such registration pursuant to Section 2(c)(i), (ii) a Demand
Registration is delayed pursuant to Section 2(a) hereof and is not effective or
otherwise is not effective within 180 days after the Requesting Holder's demand
for registration, (iii) if such registration, after it has become effective, is
interfered with by any stop order, injunction or other order or requirement of
the SEC or other governmental agency or court by reason of an act or omission by
the Company or any of its Subsidiaries or (iv) the conditions to closing
specified in the purchase agreement or underwriting agreement entered into in
connection with such registration are not satisfied because of an act or
omission by the Company or any of its Subsidiaries (other than by reason of
facts or circumstances not within the control of the Company or any such
Subsidiary), then in each such case such Demand Registration shall not be
counted for purposes of calculating the number of demand rights exercised by the
Requesting Holder in Section 2(b).
(e) Nothing in this Section 2 or in Section 3 hereof shall create
any right in the Holder to require the Company to register any securities other
than Registrable Securities under the Securities Act.
3. Piggyback Registration.
(a) If the Company at any time proposes to register securities of a
class of Registrable Securities on its own behalf or on behalf of any holder of
Registrable Securities of such class under the Securities Act (other than a
registration effected solely to implement an employee benefit plan, a
transaction to which Rule 145 promulgated under the Securities Act is
applicable, or a transaction eligible to be registered on Form S-4 or any
successor form), the Company shall give written notice each such time to each
Holder of its intention to do so (which notice shall include the anticipated
filing date of the Registration Statement and the amount of Registrable
Securities of such class proposed to be included in the Registration Statement).
Upon the written request of any Holder (a "Participating Holder") given within
15 Business Days after receipt of any such notice by such
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Holder (stating the amount of Registrable Securities of such class to be
disposed of by the Participating Holder and the intended method of disposition),
the Company shall include the Registrable Securities intended to be disposed of
in a registration. statement under the Securities Act so as to permit
disposition (in accordance with the reasonable methods in said request) by the
Participating Holder of the Registrable Securities so registered (a "Piggyback
Registration").
(b) Notwithstanding any provision of this Section 3, if the
registration of which the Company gives notice pursuant to Section 3(a) is for
an Underwritten offering and the managing underwriter or underwriters determine
in good faith that the total amount of Registrable Securities proposed to be
included in such offering is such as to materially adversely affect the success
of such offering, then the priority for inclusion of Registrable Securities
shall be as follows: (1) if such Registration is or includes a primary
registration, (x) first, securities of the Company proposed to be included in
such Registration and (y) second, Registrable Securities requested to be
included in such registration by USWCC and (z) third, Registrable Securities
requested to be included in such Registration by FFC or (2) if such Registration
is exclusively a secondary registration, then the priority for inclusion of
Registrable Securities shall be in accordance with Section 2(c)(i).
(c) If the Participating Holder elects not to participate in any
underwriting in which it had previously requested the registration described in
Section 3(a), the Participating Holder may elect to withdraw therefrom by
delivering written notice to the Company and the managing underwriter or
underwriters, if any, 30 days prior to the planned effective date of such
Registration.
4. Hold-Back Agreements- Press Releases.
(a) The Requesting or Participating Holder, whose Registrable
Securities is covered by a Registration Statement filed pursuant to Section 2 or
3 hereof, agrees not to effect any public sale or distribution of securities of
the Company, including a sale pursuant to Rule 144 under the Securities Act
(except as part of such Underwritten Registration), during the 30-day period
prior to, other than a sale made in connection with a Piggyback Registration
under Section 3, and during the 180-day period beginning on, the closing date of
each Underwritten Offering made pursuant to such Registration Statement, unless
the managing underwriter or underwriters agree in writing to waive or shorten
any such period for all sellers of Common Stock. This provision shall not apply
to the Requesting or Participating Holder if there is a public sale or
distribution of securities of the Company subsequent to such holding period or
if such Holder is prevented by applicable statute or regulation from entering
into any such agreement; provided, however, that the Requesting or Participating
Holder shall undertake, in its request to participate in any such underwritten
offering, not to effect any public sale or distribution of securities commencing
on the date of such offering unless the Requesting or Participating Holder has
provided 180 days prior written notice of such sale or distribution to the
managing underwriter or underwriters (or such lesser number of days as then
remains in the 180-day period commencing on the closing date of such offering).
The Company agrees to be bound by the foregoing hold-back agreement and to cause
each person to which it grants registration rights to be so bound, to the same
extent as the Requesting or Participating Holder.
(b) Before any Holder shall disseminate or announce publicly any
information concerning a proposed offering pursuant to Section 2 or 3 hereof
that is intended for or may result in
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public knowledge thereof, such Holder shall so advise the Company and shall not
disseminate or announce publicly such information without the Company's consent,
unless such information is otherwise publicly available or the dissemination
thereof is required by applicable law.
5. Registration Procedures. In connection with the Company's Demand
Registration or Piggyback Registration obligations pursuant to Sections 2 and 3
hereof, the Company will use its reasonable efforts to effect such Demand
Registration or Piggyback Registration to permit the sale of Registrable
Securities in accordance with the intended method or methods of distribution
thereof, and pursuant thereto the Company will:
(a) prepare and file with the SEC, as soon as practicable after
receipt of the registration request referred to in Section 2 or 3 hereof, and
use its best efforts to have declared effective, a Registration Statement
relating to the Demand Registration or Piggyback Registration on any appropriate
form under the Securities Act, which form shall be available for the sale of the
Registrable Securities in accordance with the intended method or methods of
distribution thereof and shall include all financial statements (including, if
applicable, financial statements of any subsidiary of the Company that shall
have guaranteed any indebtedness of the Company) required by the SEC to be filed
therewith, and cooperate and assist in any filings required to be made with any
national stock exchange or national computerized market system on which the
Common Stock is to be listed or quoted; provided, however, that, before filing a
Registration Statement or Prospectus or any amendments or supplements thereto,
the Company shall furnish to each Requesting and Participating Holder and the
managing underwriter or underwriters, if any, copies of all such documents
proposed to be filed, which documents shall be subject to the reasonable review
of each such Holder and the managing underwriter or underwriters, if any, and
the Company shall not file any Registration Statement or amendment thereto or
any Prospectus or any supplement thereto to which the managing underwriter or
underwriters, if any, or any such Holder shall reasonably object in writing;
(b) cause the Prospectus to be supplemented by any required
Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424
under the Securities Act and comply with the provisions of the Securities Act
with respect to the disposition of all Common Stock covered by such Registration
Statement during the applicable period in accordance with the intended method or
methods of distribution by the Holder set forth in such Registration Statement
or supplement to the Prospectus; provided, however, that any actions taken by
the Company in good faith and for valid business reasons, including, without
limitation, the acquisition or divestiture of assets, shall not violate the
foregoing so long as the Company promptly thereafter complies with the
requirements of Section 5(k) hereof, if applicable;
(c) notify each Requesting and Participating Holder and the managing
underwriter or underwriters, if any, and (if requested by any such Person)
confirm such notice in writing: (1) when the Registration Statement or any
amendment thereto or the Prospectus or any Prospectus supplement or
post-effective amendment has been filed, and, with respect to the Registration
Statement or any posteffective amendment, when the same has become effective,
and to furnish each such Holder and underwriter with copies thereof, (2) of any
request by the SEC for amendments or supplements to the Registration Statement
or the Prospectus or for additional information, (3) of the issuance by the SEC
of any stop order or similar order suspending the effectiveness of the
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Registration Statement or the use of any preliminary Prospectus or Prospectus or
the initiation or threatening of any proceedings for that purpose, (4) if at any
time the representations and warranties of the Company contemplated by Section
5(1) below cease to be true and correct, (5) of the receipt by the Company of
any notification with respect to the suspension of the qualification of the
Registrable Securities for offering or sale in any jurisdiction or the
initiation or threatening of any proceeding for such purpose, and (6) of the
happening of any event that makes any statement made in the Registration
Statement, the Prospectus, or any document incorporated therein by reference
untrue or that requires the making of any changes in the Registration Statement,
the Prospectus, or any document incorporated therein by reference in order to
make the statements therein not misleading;
(d) make every reasonable effort to obtain the withdrawal of any
stop order or other order suspending the effectiveness of the Registration
Statement or the use of any preliminary Prospectus or Prospectus, at the
earliest possible moment;
(e) if requested by any Requesting or Participating Holder or the
managing underwriter or underwriters, if any, incorporate in a Prospectus
supplement or post-effective amendment such information as such Holder or the
managing underwriter or underwriters, if any, reasonably agree should be
included therein relating to the underwriters, if any, in connection with the
offering and sale of the Common Stock covered by the Prospectus or any amendment
or supplement thereto;
(f) furnish to each Requesting and Participating Holder and each
managing underwriter or underwriters, if any, without charge, at least one
executed copy and as many conformed copies as they may reasonably request of the
Registration Statement and any post-effective amendment thereto, including
financial statements and schedules, all documents incorporated therein by
reference and all exhibits (including those incorporated by reference);
(g) deliver to each Requesting and Participating Holder and the
managing underwriter or underwriters, if any, without charge, as many copies of
the Prospectus (including each preliminary prospectus) and any amendment or
supplement thereto as such Persons may reasonably request; it being understood
and agreed that the Company consents to the use of the Prospectus or any
amendment or supplement thereto by each such Holder and the managing underwriter
or and delivery of certificates representing the Registrable Securities covered
by a Registration Statement to be sold; and (2) enable the Registrable
Securities covered by a Registration Statement to be in such denominations and
registered in such names as the managing underwriter or underwriters may request
at least two Business Days prior to any sale of such Registrable Securities to
the underwriters;
(h) prior to any public offering of Registrable Securities covered
by a Registration Statement, use its best efforts to register or qualify, and
cooperate with each Requesting and Participating Holder, the managing
underwriter or underwriters, if any, and respective counsel in connection with
the registration or qualification of, such Registrable Securities for offer and
sale under the securities or blue sky laws of such jurisdictions as the Holder
or underwriter reasonably requests in writing and do any and all other acts or
things necessary or advisable to enable the disposition in such jurisdictions of
the Registrable Securities covered by the Registration Statement;
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<PAGE>
provided, however, that the Company shall not be required: (1) to qualify
generally to do business in any jurisdiction where it is not then so qualified
or (2) to take any action that would subject it to general service process in
any such jurisdiction where it is not then so subject or subject the Company to
any tax in any such jurisdiction where it is not then so subject;
(i) (1) cooperate with each Requesting and Participating Holder and
the managing underwriter or underwriters, if any, to facilitate the timely
preparation of plan of distribution with respect to the Registrable Securities;
and make all required filings of such Prospectus supplement or post-effective
amendment as soon as notified of the matters to be incorporated in such
Prospectus supplement or post-effective amendment; provided, however, that the
Company shall not be required to take any actions in this Section 5(e) that are
not, in the written opinion of counsel for the Company delivered to such
Holders, in compliance with applicable law;
(j) use its best efforts to cause the Registrable Securities covered
by the applicable Registration Statement to be registered with or approved by
such other governmental agencies or authorities as may be necessary to enable
each Requesting and Participating Holder or the managing underwriter or
underwriters, if any, to consummate the disposition of such Registrable
Securities; provided, however, that the Company shall not be required to
register the Registrable Securities covered by a Registration Statement in any
jurisdiction where such registration would subject the Company to general
service of process where it is not then so subject, or subject the Company to
any tax in any such jurisdiction where it is not then so subject;
(k) upon the occurrence of any event contemplated by Section 5(c)(6)
above, prepare a supplement or post-effective amendment to the Registration
Statement or the related Prospectus or any document incorporated therein by
reference or file any other required document so that, as hereafter delivered to
the purchasers of the Registrable Securities covered by a Registration
Statement, the Prospectus will not contain an untrue statement of a material
fact or omit to state any material fact necessary to make the statements therein
not misleading;
(l) enter into such customary agreements (including an underwriting
agreement) on terms reasonably acceptable to the Company and use its best
efforts to take all such other actions in order to facilitate the disposition of
the Registrable Securities covered by the Registration Statement and in such
connection, whether or not an underwriting agreement is entered into and whether
or not the registration is an underwritten registration: (1) make such
representations and warranties to each Requesting and Participating Holder and
the managing underwriter or underwriters, if any, in form, substance and scope,
as are customarily made by issuers to underwriters in similar underwritten
offerings; (2) obtain opinions of counsel to the Company and updates thereof
(which counsel and opinions (in form, scope and substance) shall be reasonably
satisfactory to the managing underwriter or underwriters, if any, and not
objected to by any Requesting or Participating Holder) addressed to each
Requesting and Participating Holder and the managing underwriter or
underwriters, if any, covering the matters customarily covered in opinions
requested in underwritten offerings and such other matters as may be reasonably
requested by any such Holder and the underwriters; (3) obtain "cold comfort"
letters and updates thereof from the Company's independent certified public
accountants addressed to each Requesting and Participating Holder and the
managing underwriter or underwriters, if any, such letters to be in customary
form
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and covering matters of the type customarily covered in "cold comfort" letters
by accountants in connection with primary underwritten offerings; (4) if an
underwriting agreement is entered into, the same shall set forth certain
indemnification provisions and procedures with respect to all parties to be
indemnified pursuant thereto, which provisions and procedures shall be normal
and customary in the investment banking and/or financial services industry; and
(5) deliver such documents and certificates as may be reasonably requested by
any Requesting or Participating Holder and the managing underwriter or
underwriters, if any, to evidence compliance with Section 5(k) above and with
any customary conditions contained in the underwriting agreement or other
agreement entered into by the Company. Each of the above shall be done at each
closing under such underwriting or similar agreement or as and to the extent
required thereunder; and
(m) otherwise use its best efforts to comply with all applicable
rules and regulations of the SEC, and make generally available to holders of
Common Stock covered by a Registration Statement, earnings statements satisfying
the provisions of Section 11(a) of the Securities Act, no later than 45 days
after the end of any 12-month period (or 90 days, if such period is a fiscal
year): (1) commencing at the end of any fiscal quarter in which Common Stock
covered by a Registration Statement is sold to underwriters in a firm or best
efforts underwritten offering, or (2) if not sold to underwriters in such an
offering, beginning with the first month of the Company's first fiscal quarter
commencing after the effective date of the Registration Statement, which
statements shall cover said 12-month periods.
The Company may require each Requesting and Participating Holder to
furnish to the Company such information regarding the distribution of such
securities as the Company may from time to time reasonably request in writing,
and the Company may exclude from the registration the Registrable Securities of
any such Holder if it fails to furnish such information within a reasonable time
after receiving such request.
Each Holder agrees that, upon receipt of any notice from the Company
of the happening of any event of the kind described in Section 5(c)(3), 5(c)(5),
or 5(c)(6) hereof, such Holder shall forthwith discontinue disposition of
Registrable Securities until such Holder receives copies of the supplemented or
amended Prospectus contemplated by Section 5(k) hereof, or until such Holder is
advised in writing by the Company that the use of the Prospectus may be resumed,
and has received copies of any additional or supplemental filings which are
incorporated by reference in the Prospectus, and, if so directed by the Company,
such Holder will deliver to the Company all copies, other than permanent file
copies then in such Holder's possession, of the Prospectus covering such
Registrable Securities at the time of receipt of such notice.
6. Registration Expenses.
(a) Except as set forth in Section 6(c), all expenses incident to
the Company's performance of or compliance with this Agreement pursuant to any
Piggyback Registration, including, without limitation all: (1) registration and
filing fees, including fees and expenses associated with filings required to be
made with a national securities exchange or national computerized market system,
(2) fees and expenses of compliance with state securities or blue sky laws
(including reasonable fees and disbursements of counsel for underwriters in
connection with
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blue sky qualifications of the Common Stock covered by the Registration
Statement and determination of eligibility for investment under the laws of such
jurisdictions designated by the managing underwriter or underwriters, if any),
(3) printing expenses (including expenses of printing certificates for the
Common Stock covered by the Registration Statement in a form eligible for
deposit with Depositary Trust Company and of printing prospectuses), (4) fees
and disbursements of counsel for the Company, of all independent certified
public accountants of the Company (including the expenses of any special audit
and "cold comfort" letters required by or incident to such performance), and of
all underwriters, and (5) fees and expenses of other Persons retained by the
Company shall be borne by the Company, regardless of whether the Registration
Statement becomes effective. In addition to the expenses set forth in Section
6(c) which are to be borne individually, all expenses incident to the Company's
performance of or compliance with this Agreement pursuant to any Demand
Registration including, without limitation, the expenses described in the first
sentence of 6(a) (other than the fees and disbursements independent certified
public accountants of this Section of all the Company, which shall be born by
the Company) shall be borne by the Holders pro rata in proportion to the amount
of Registrable Securities sold by each if the Registration Statement becomes
effective or proposed to be sold by each if the Registration Statement does not
become effective.
(b) The Company shall, under either a Piggyback or Demand
Registration, pay its internal expenses (including, without limitation, all
salaries and expenses of its officers and employees performing legal or
accounting duties), the expense of any annual audit, rating agency fees, and the
fees and expenses of any Person (other than legal counsel), including special
experts, retained by the Company.
(c) Each Requesting or Participating Holder shall bear the following
expenses in connection with any Demand or Piggyback Registration, regardless of
whether the Registration Statement becomes effective: (1) all discounts,
commissions, or fees of underwriters, selling brokers, dealer managers, or
similar securities industry professionals relating to the distribution of the
Common Stock of such Holder, (2) all legal and accounting fees and expenses of
such Holder and (3) all taxes of such Holder.
7. Indemnification.
(a) Indemnification by Company. The Company agrees to indemnify and
hold harmless, to the full extent permitted by law, each Requesting and
Participating Holder, its officers, directors, and employees, and each Person
who controls any such Holder (within the meaning of Section 15 of the Securities
Act), from and against all losses, claims, damages, liabilities, and reasonable
expenses arising out of or based upon any untrue or alleged untrue statement of
a material fact contained in any Registration Statement, Prospectus or
preliminary Prospectus or any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, except insofar as the same are caused by or contained in
any information furnished to the Company in writing by such Holder or any other
holder of Common Stock expressly for use therein; provided, however, that the
Company shall not be liable in any such case to the extent that any such loss,
claim, damage, liability, or expense of such Holder arises out of or is based
upon an untrue statement or alleged untrue statement or omission or alleged
omission
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made in any such preliminary Prospectus, if: (1) such Holder or its agents
failed to deliver a copy of the Prospectus to the Person asserting such loss,
claim, damage, liability, or expense after the Company had furnished such Holder
with a sufficient number of copies of the same, and (2) the Prospectus corrected
such untrue statement or omission; and provided further that the Company shall
not be liable in any such case to the extent that any such loss, claim, damage,
liability, or expense arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission in the Prospectus, if
such untrue statement or alleged untrue statement or omission or alleged
omission is corrected in an amendment or supplement to the Prospectus and such
Holder or its agents thereafter fails to deliver such Prospectus as so amended
or supplemented prior to or concurrently with the sale of the Common Stock
covered by a Registration Statement to the Person asserting such loss, claim,
damage, liability, or expense after the Company had furnished such Holder with a
sufficient number of copies thereof in a manner and at a time sufficient to
permit delivery of the same. The Company will also indemnify underwriters,
selling brokers, dealer managers, and similar securities industry professionals
participating in the distribution, their officers and directors, and each Person
who controls such Persons (within the meaning of Section 15 of the Securities
Act), to the same extent as provided above with respect to the indemnification
of the Requesting and Participating Holders, if requested.
(b) Indemnification by Holders. In connection with each Demand and
Piggyback Registration hereunder, each Requesting and Participating Holder shall
furnish to the Company in writing such information and affidavits as the Company
reasonably requests for use in connection with any Registration Statement or
Prospectus, and agrees to indemnify and hold harmless, to the full extent
permitted by law, the Company, its officers, directors, and employees, and each
Person who directly or indirectly controls the Company (within the meaning of
Section 15 of the Securities Act), from and against any losses, claims, damages,
liabilities, and reasonable expenses resulting from any untrue statement of a
material fact or any omission of a material fact required to be stated in the
Registration Statement or Prospectus or preliminary Prospectus or necessary to
make the statements therein not misleading, to the extent, but only to the
extent, that such untrue statement or omission is contained in any information
or affidavit so furnished by such Holder to the Company specifically for
inclusion in such Registration Statement or Prospectus. The Company shall be
entitled to receive indemnities from underwriters, selling brokers, dealer
managers, and similar securities industry professionals participating in the
distribution, to the same extent as provided above with respect to information
so furnished in writing by such Persons specifically for inclusion in any
Prospectus or Registration Statement.
(c) Conduct of Indemnification Proceedings. Any Person entitled to
indemnification hereunder shall: (1) give prompt written notice to the
indemnifying party of any written claim with respect to which it seeks
indemnification, and (2) permit such indemnifying party to assume the defense of
such claim with counsel reasonably satisfactory to the indemnified party;
provided, however, that any Person entitled to indemnification hereunder shall
have the right to employ separate counsel and to participate in the defense of
such claim, but the fees and expenses of such counsel shall be at the expense of
such Person unless: (x) the indemnifying party has agreed in writing to pay such
fees or expenses, or (y) the indemnifying party shall have failed to assume the
defense of such claim and employ counsel reasonably satisfactory to such Person,
or (z) in the reasonable judgment of any such Person, based upon written advice
of its counsel, a conflict of
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interest may exist between such Person and the indemnifying party with respect
to such claims (in which case, if the Person notifies the indemnifying party in
writing that such Person elects to employ separate counsel at the expense of the
indemnifying party, the indemnifying party shall not have the right to assume
the defense of such claim on behalf of such Person). If such defense is not
assumed by the indemnifying party, the indemnifying party will not be subject to
any liability for any settlement made without its consent (but such consent will
not be unreasonably withheld). No indemnifying party based on written advise of
counsel will be required to consent to entry of any judgment or enter into any
settlement which does not include as an unconditional term thereof the giving by
the claimant or plaintiff to such indemnified party of a release from all
liability in respect to such claim or litigation. An indemnifying party who is
not entitled to, or elects not to, assume the defense of a claim will not be
obligated to pay the fees and expenses of more than one counsel (together with
appropriate local counsel) for all parties indemnified by such indemnifying
party with respect to such claim, unless in the reasonable judgment of any
indemnified party, based upon written advice of counsel, a conflict of interest
may exist between such indemnified party and any other of such indemnified
parties with respect to such claim, in which event the indemnifying party shall
be obligated to pay the fees and expenses of such additional counsel or
counsels.
(d) Contribution. If for any reason the indemnification provided for
in the preceding Sections 7(a) and 7(b) is unavailable to an indemnified party
or insufficient to hold it harmless as contemplated by the preceding Sections
7(a) and 7(b), then the indemnifying party shall contribute to the amount paid
or payable by the indemnified party as a result of such loss, claim, damage, or
liability in such proportion as is appropriate to reflect not only the relative
benefits received by the indemnified party and the indemnifying party, but also
the relative fault of the indemnified party and the indemnifying party, as well
as any other relevant equitable considerations. No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11 (f) of the Securities Act)
shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation.
8. Participation in Underwritten Registrations.
(a) If any of the Common Stock covered by a Registration Statement
is to be sold in an underwritten offering, the investment banker or investment
bankers and manager or managers that will administer the offering will be
selected by the Requesting Holder in a Demand Registration or otherwise by the
Company.
(b) No Person may participate in any underwritten registration
hereunder unless such Person: (1) agrees to sell such Person's Common Stock on
the basis provided in any underwriting arrangements approved by the Persons
entitled hereunder to approve such arrangements, and (2) completes and executes
all questionnaires, powers of attorney, indemnities, underwriting agreements,
and other documents required under the terms of such underwriting arrangements.
Nothing in this Section 8 shall be construed to create any additional rights
regarding the registration of Common Stock in any Person otherwise than as set
forth herein.
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9. Termination. The rights and performance of all the obligations
under this Agreement shall automatically terminate upon the earlier to occur of
(1) the sale of all Registrable Securities by the Holders, and (2) the tenth
anniversary of the date hereof.
10. Miscellaneous.
(a) Amendments and Waivers. This Agreement may be amended or
modified at any time upon the agreement of both Shareholders by an instrument in
writing executed by each such party. In addition, any party may, at its option,
by an instrument in writing, waive or extend the time for the fulfillment of any
condition herein contained to be fulfilled for the benefit of such party. Waiver
by any party of any breach or failure to comply with any provision of this
Agreement by another party shall not be construed as, or constitute, a
continuing waiver of such provisions, or a waiver of any other breach of or
failure to comply with any other provisions of this Agreement.
(b) Secretary to Retain Copy. A copy of this Agreement, including
all Exhibits hereto, shall be filed with the Secretary of the Company and the
Secretary shall make it available to any Holder requesting it at all reasonable
times during normal business hours.
(c) Enforcement. Each party hereto hereby agrees that the remedy at
law for any breach of this Agreement is inadequate and that should any dispute
arise concerning the sale or disposition of any Shares or the voting thereof or
any other matter hereunder, this Agreement shall be enforceable in a court of
equity by an injunction or a decree of specific performance. Such remedies
shall, however, be cumulative and nonexclusive, and shall be in addition to any
other remedies which the parties hereto may have.
(d) Arbitration. Any controversy arising under, out of, in
connection with, or relating to, this Agreement, and any amendment hereof, or
the breach hereof, shall be determined and settled by arbitration in New York,
New York, by a person or persons mutually agreed upon, or in the event of a
disagreement as to the selection of the arbitrator or arbitrators, in accordance
with the rules of the American Arbitration Association. Any award rendered
therein shall specify the findings of fact of the arbitrator or arbitrators and
the reasons for such award, with the reference to and reliance on relevant law.
Any such award shall be final and binding on each and all of the parties thereto
and their personal representatives, and judgment may be entered thereon in any
court having jurisdiction thereof.
(e) Assignment. Neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned by any of the parties
hereto without the prior written consent of the other parties, except by
operation of law. Subject to the preceding sentence, this Agreement will be
binding upon, and will inure to the benefit of and be enforceable by, the
parties and their respective successors and assigns.
(f) Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, telex, telecopier, or air courier guaranteeing overnight
delivery:
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(i) If to USWCC:
U S WEST Capital Corporation
c/o U S WEST, Inc.
7800 East Orchard Road
Englewood, Colorado 80111-2526
Attention: General Counsel
Telecopy: (303) 793-6294
With a copy to:
Weil, Gotshal & Manges
767 Fifth Avenue
New York, New York 10153
Attn: Dennis J. Block, Esq.
Telecopy: (212) 310-8007
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(ii) If to FFC:
Fund American Enterprises Holdings, Inc.
The 1820 House
Main Street
Norwich, Vermont 05055
Attention: Chief Financial Officer
Telecopy No.: (802) 649-2240
With a copy to:
Dewey Ballantine
1301 Avenue of the Americas
New York, NY 10019
Attention: William W. Rosenblatt, Esq.
Telecopy No.: (212) 259-6333
(iii) If to the Company:
Financial Security Assurance Holdings Ltd.
350 Park Avenue
New York, New York 10022
Attention: General Counsel
Telecopy: (212) 339-3529
With a copy to:
Rogers & Wells
200 Park Avenue
New York, New York 10166
Attention: Frederick B. Utley, III, Esq.
Telecopy: (212) 878-8375
All such notices and communications shall be deemed to have been
duly given: at the time delivered by hand, if personally delivered; five
Business Days after being deposited in the mail, postage prepaid, if mailed;
when answered back, if telexed; when receipt acknowledged, if telecopied; and on
the next Business Day if timely delivered to a courier guaranteeing overnight
delivery.
(g) Entire Agreement. This Agreement is intended by the parties as a
final expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein. There are no restrictions, promises,
warranties, or undertakings, other than those set forth or referred to herein,
with respect to the registration rights granted by the Company with respect to
the Securities. This Agreement supersedes all prior agreements and
understandings between the parties
16
<PAGE>
with respect to such subject matter; provided, however, that the right of FFC to
register and sell any Registrable Securities hereunder shall be subject, after
the execution and delivery thereof, to the terms of the Shareholders' Agreement,
dated the Second Closing Date (as such term is defined in the Securities
Purchase Agreement), by and among USWCC, FFC and the Company.
(h) Governing-Law. This Agreement shall be governed by and construed
in accordance with the internal laws of the State of New York (other than its
rules of conflicts of law to the extent the application of the laws of another
jurisdiction would be required thereby).
(i) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning of any of the
terms or provisions hereof.
(j) Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, and all of which,
when taken together, shall constitute one and the same agreement.
(k) Severabilitv. If any provision of this Agreement or the
application thereof to any person or circumstances is determined by a court of
competent jurisdiction to be invalid, void or unenforceable, the remaining
provisions hereof, or the application of such provision to persons or
circumstances other than those as to which it has been held invalid or
unenforceable, shall remain in full force and effect and shall in no way be
affected, impaired or invalidated thereby, so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any manner
adverse to any party. Upon such determination, the parties shall negotiate in
good faith in an effort to agree upon a suitable and equitable substitute
provision to effect the original intent of the parties.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and delivered by their respective duly authorized officers as
of the date first above written.
FINANCIAL SECURITY ASSURANCE
HOLDINGS LTD.
By: /s/ Robert P. Cochran
-------------------------------------
Name: Robert P. Cochran
Title. President
U S WEST CAPITAL CORPORATION
By: /s/ Richard A. Post
-------------------------------------
Name: Richard A. Post
Title. President
17
<PAGE>
FUND AMERICAN ENTERPRISES HOLDINGS, INC.
By: /s/ Allan L. Waters
-------------------------------------
Name: Allan L. Waters
Title: Senior Vice President and Chief
Financial Officer
18
Exhibit 10.21(A)
March 14, 2000
The Tokio Marine and Fire Insurance Co., Ltd.
2-1 Marunouchi 1-Chome
Chiyoda-ku, Tokyo 100 Japan
Attention: Mr. Shiro Horichi
Re: Registration Rights
Dear Sirs:
Financial Security Assurance Holdings Ltd. (the "Company") has requested
the waiver of certain rights of The Tokio Marine and Fire Insurance Co., Ltd.
("Tokio Marine") under the Stockholders Agreement dated December 27, 1990, as
amended, among Tokio Marine, the Company and U S WEST Capital Corporation
("USWCC"). In consideration of the grant of such waiver, the Company, USWCC and
Fund American Enterprises Holdings, Inc. ("FFC") hereby amend that certain
Registration Rights Agreement dated May 13, 1994, to which they are a party in
order to provide that Tokio Marine has the rights to register the shares of the
Company's common stock now held by Tokio Marine as if Tokio Marine were a
"Holder" and such shares were "Registrable Securities" under, and as defined in,
such Registration Rights Agreement. It is the intent of the parties that this
letter shall constitute a binding agreement among Tokio Marine, the Company,
USWCC and FFC with respect to the matters set forth herein; however, at the
option of Tokio Marine, the Company will prepare and execute, together with
USWCC and FFC, an Amended and Restated Registration Rights Agreement in the form
described above. The Company hereby confirms that USWCC has borne all
out-of-pocket expenses of the Company in connection with the registration of
shares in respect of the current DECS offering.
Very truly yours,
FINANCIAL SECURITY ASSURANCE
HOLDINGS LTD.,
By /s/ Bruce Stern
--------------------------------------
Bruce E. Stern, Managing Director
U S WEST CAPITAL CORPORATION,
By /s/ Richard A. Post
--------------------------------------
Richard A. Post, President
FUND AMERICAN ENTERPRISES HOLDINGS,
INC.,
By /s/ Allan L. Waters
--------------------------------------
Allan L. Waters, Senior Vice President
Exhibit 13
[page 16 of Annual Report]
<TABLE>
<CAPTION>
Dollars in millions, except
per share data 1999 1998 1997 1996 1995
<S> <C> <C> <C> <C> <C>
Summary of Operations (a)
Gross premiums written $ 362.7 $ 319.3 $ 236.4 $ 177.0 $ 110.7
Net premiums written 230.4 219.9 172.9 121.0 77.6
Net premiums earned 175.0 137.9 109.5 90.4 69.3
Net investment income 94.7 78.8 72.1 65.1 49.0
Net income 125.4 115.4 94.7 78.0 55.0 (b)
Balance Sheet Data (a)
Total investments $ 2,140.0 $ 1,874.8 $ 1,431.6 $ 1,154.4 $ 1,110.7
Total assets 2,905.6 2,452.3 1,931.2 1,560.2 1,501.4
Deferred premium revenue, net 559.0 504.6 422.1 360.0 330.3
Loss and loss adjustment
expense reserve, net 77.8 65.6 44.8 42.2 50.2
Notes payable 230.0 230.0 130.0 30.0 30.0
Preferred stock 0.7 0.7 0.7 0.7 0.7
Common shareholders' equity 1,252.0 1,065.4 875.2 797.8 777.2
Per Common Share Data (a)
Earnings per share (c) $ 3.89 $ 3.77 $ 3.06 $ 2.52 $ 2.13
Book value per share 38.27 35.63 30.44 26.62 24.67
Dividends paid 0.47 0.44 0.41 0.35 0.32
Additional Data
Qualified statutory capital $ 1,320.1 $ 1,037.7 $ 781.7 $ 675.9 $ 644.7
Total claims-paying resources(d) 2,592.3 2,119.6 1,696.1 1,372.3 1,157.1
Net par outstanding 129,938.0 104,673.0 75,478.0 59,194.0 45,979.0
Net insurance in force
(principal + interest) 195,571.0 159,995.0 117,430.0 93,704.0 75,360.0
Policyholders' leverage
(risk-to-capital ratio) 148:1 154:1 150:1 139:1 117:1
</TABLE>
(a) Prepared according to accounting principles generally accepted in the
Unites States (GAAP).
(b) Includes the effect of a one-time general reserve charge of $15.4 million
($10.0 million after taxes) related to the merger with Capital Guaranty
Corporation.
(c) Represents diluted earnings per share. All earnings per share have been
restated to reflect the adoption of SFAS No. 128.
(d) Statutory capital + statutory unearned premium reserve + present value of
future net installment premiums + statutory loss reserve + standby line of
credit facility.
<PAGE>
[page 18 of Annual Report]
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations
Year Ended December 31, 1999 versus Year Ended December 31, 1998
Adjusted book value per common share of Financial Security Assurance Holdings
Ltd. (the Company) was $52.57 at December 31, 1999, up 11.4% including dividends
since year-end 1998. Excluding realized and unrealized capital gains and losses,
adjusted book value per share rose 17.5% including dividends. Management and
some equity analysts use adjusted book value per common share as a proxy for the
Company's intrinsic value, exclusive of franchise value. It is defined as book
value plus the after-tax present value of all deferred premium income and the
change in value of forward shares, less deferred expenses. Adjusted book value
is not a substitute for GAAP book value.
The Company discusses its financial results by breaking out various levels of
its income statement in order to present a better analysis of underlying trends.
Core net income represents net income before the after-tax effects of refundings
and prepayments, net realized capital gains and losses, the cost of the
equity-based compensation programs and other non-recurring adjustments. Core net
income therefore represents the Company's normal operating results on a basis
comparable to that of its industry peers. Operating net income is core net
income plus the after-tax effect of refundings and prepayments. The distinction
between core and operating net income is important because higher-than-normal
volumes of refundings and prepayments disproportionately increase earned
premiums and could suggest a stronger earnings trend than the pace of
originations would warrant. Net income, as reported, is operating net income
plus the after-tax effects of capital gains and losses, the cost of the
equity-based compensation programs and other non-recurring items, if any.
The Company reports core, operating and reported net income per share results in
accordance with SFAS No. 128, which the Company adopted on December 31, 1997.
The standard defines "basic" and "diluted" earnings per share. Basic earnings
per share is based on average basic shares outstanding, which is calculated by
adding shares earned but not issued under the Company's equity bonus and
performance share programs to the average common shares outstanding. Diluted
earnings per share is based on average diluted shares outstanding, which is
calculated by adding shares contingently issuable under stock options, the
performance share program and the Company's redeemable preferred stock to the
average basic shares outstanding. Unless otherwise indicated, all earnings per
share results are diluted, and results reported in prior periods have been
restated accordingly.
The Company's 1999 net income was $125.4 million ($3.89 per share), compared
with $115.4 million ($3.77 per share) for 1998, an increase of 8.7%. Core net
income was $140.0 million ($4.34 per share) for 1999, compared with $107.5
million ($3.51 per share) for 1998, an increase of 30.3%. Total core revenues
increased in 1999 by $55.7 million, to $257.1 million for 1999 from $201.4
million for 1998, while total core expenses increased $15.0 million. Operating
net income was $146.7 million ($4.55 per share) for 1999 versus $114.9 million
($3.76 per share) for 1998, an increase of $31.8 million, or 27.6%.
<PAGE>
The Company employs two measures of gross premiums originated for a given
period. Gross premiums written captures premiums collected in the period,
whether collected up front for business originated in the period, or in
installments for business originated in prior periods. An alternative measure,
gross present value of premiums written (gross PV premiums written) reflects
future installment premiums discounted to their present value, as well as
upfront premiums, but only for business originated in the period. The Company
considers gross PV premiums written to be the better indicator of a given
period's origination activity because a substantial portion of the Company's
premiums is collected in installments, a practice typical of the asset-backed
business. To calculate PV premiums, management estimates the life of each
transaction that has installment premiums and discounts the future installment
premium payments. For all years prior to 1998, the Company used a fixed discount
rate of 9.5%. At the beginning of 1998, the Company
<PAGE>
[page 19 of Annual Report]
began calculating the discount rate as the average pre-tax yield on its
investment portfolio for the previous three years. The rates for 1999 and 1998
were 5.93% and 6.31%, respectively. Management intends to revise the discount
rate in future years according to the same formula, in order to reflect interest
rate changes.
The Company's principal operating subsidiary, Financial Security Assurance Inc.
(FSA), achieved exceptional results, as positive market trends created strong
and broad-based demand for insured transactions. With solid contributions from
its three core markets, FSA wrote insurance policies generating $517.2 million
of gross PV premiums, 32.2% more than the $391.2 million in 1998. The annual par
value of bonds insured by FSA rose just 1.9%, to $59.8 billion. The greater rise
in PV premiums reflects an improved municipal pricing environment and a higher
proportion of asset-backed and international transactions, which tend to have
higher premiums than municipal bonds. The credit quality and return
characteristics for the new business were extremely attractive.
The Company increased its production in the U.S. asset-backed market, which was
characterized by robust issuance and by lack of liquidity in the market for
subordinated securities. In this sector, FSA increased its PV premiums by 35.7%
to $200.4 million and its par originated by 14.7% to $24.8 million. FSA expanded
its business in the collateralized debt obligation (CDO) market, where it has
established a leadership position, benefited from its strong relationships with
repeat issuers in the sub-prime finance sector and completed a number of
innovative mortgage-backed transactions.
In the U.S. municipal bond market, the Company registered strong results,
despite a 21% decline in total market volume of new municipal bonds and reduced
insurance penetration. In an environment characterized by improved pricing, the
opportunities to earn higher returns increased, and FSA continued its commitment
to pricing and credit discipline. The U.S. municipal business contributed $183.0
million in PV premiums, compared with the record $220.3 million written in 1998.
The 16.9% decrease in U.S. municipal PV premiums is significantly less than the
23.8% decline in FSA's U.S. municipal par insured, which fell to $26.3 billion
in 1999 from $34.5 billion in 1998.
In international markets, FSA had a breakthrough year, as the asset-backed and
infrastructure markets expanded. FSA insured $8.7 billion of international par,
compared with $2.5 billion in 1998, to generate PV premiums of $133.8 million,
compared with $23.2 million in 1998. In its international business, FSA focuses
on Western Europe and on certain developed countries in the Asia Pacific region,
specifically Japan, Australia and New Zealand. During 1999 in Europe, FSA
expanded its participation in financings under the United Kingdom's Private
Finance Initiative (PFI), a government-sponsored program designed to privatize
public assets. It also guaranteed several large structured finance transactions
and was active in the synthetic CDO sector. In a synthetic transaction, FSA
guarantees a credit default swap that provides capital relief on a portfolio of
loans that remain on balance sheet. Proposed changes in international guidelines
for bank regulation are driving growth in the synthetic market. In Japan,
despite modest volume, FSA completed transactions in the consumer receivables
and CDO markets and prepared for greater participation as the Japanese
securitization market matures.
FSA's gross premiums written increased 13.6% to $362.7 million for 1999 from
$319.3 million for 1998. Net premiums written were $230.4 million during 1999,
an increase of 4.8% when
<PAGE>
compared with the 1998 result. Gross premiums written grew at a faster pace than
net premiums written because the Company used more reinsurance. This was the
result of joint venture transactions with XL Capital Ltd and The Tokio Marine
and Fire Insurance Co., Ltd., along with expansion of reinsurance capacity for
large transactions and capacity-constrained issuers. Reinsurance cessions
totaled 36.5% of 1999 gross premiums written, compared with 31.1% in 1998. Net
premiums earned in 1999 were $175.0 million, compared with $137.9 million in
1998, an increase of 26.8%. Premiums earned from refundings and prepayments were
$13.9 million for 1999 and $15.8 million for 1998, contributing $6.6 million and
$7.4 million, respectively, to after-tax earnings. Refundings declined in
response to the rising interest rate environment of 1999. Excluding the effects
of refundings, net premiums earned grew 31.9% over the comparable
<PAGE>
[page 20 of Annual Report]
1998 result. No assurance can be given that refundings and prepayments will
continue at the level experienced in 1999 or 1998.
Net investment income was $94.7 million for 1999 and $78.8 million for 1998, an
increase of 20.2%. This increase was due primarily to higher invested balances
as a result of new business writings and proceeds from a debt offering in the
fourth quarter of 1998. For further discussion, see Liquidity and Capital
Resources below. The Company's effective tax rate on investment income was 15.3%
for 1999, compared with 17.6% for 1998. In 1999, the Company realized $13.3
million in net capital losses, compared with $20.9 million of net capital gains
in 1998. Capital gains and losses are a by-product of the normal investment
management process and will vary substantially from period to period.
Interest expense in 1999 was $16.6 million, $6.0 million higher than in 1998,
reflecting the first full year of interest on debt issued in the fourth quarter
of 1998. For further discussion, see Liquidity and Capital Resources below.
The provision for losses and loss adjustment expenses in 1999 was $8.8 million,
compared with $4.0 million in 1998, representing additions to the Company's
general reserve. During 1998, the Company transferred $18.4 million to its
general reserve from case basis reserves due to recoveries on certain commercial
mortgage transactions. This recovery allowed for a decrease of $4.1 million in
the amount needed to fund the general reserve for originations of new business
in 1998. The additions to the general reserve represent management's estimate of
the amount required to cover the present value of the net cost of claims
adequately. The Company will, on an ongoing basis, monitor these reserves and
may periodically adjust such reserves, upward or downward, based on the
Company's actual loss experience, its future mix of business, and future
economic conditions. At December 31, 1999, the general reserve totaled $55.0
million.
Total policy acquisition and other operating expenses (excluding the cost of
equity-based compensation programs, which was $17.1 million for 1999 and $19.9
million for 1998) were $49.1 million in 1999, compared with $45.6 million in
1998, an increase of $3.5 million. Further excluding the effect of refundings,
total policy acquisition and other operating expenses were $45.4 million in
1999, compared with $41.2 million in 1998, an increase of $4.2 million. The
increase resulted from greater amortization of deferred acquisition costs due to
a higher level of core premiums earned, along with higher personnel costs. The
Company's core expense ratio fell to 28.2% from 33.8% in 1998 due to higher core
premiums earned.
Income before income taxes for 1999 was $164.0 million, up 4.3% from $157.3
million for 1998.
The Company's effective tax rate for 1999 was 23.5%, compared with 26.7% for
1998. The decrease in the effective tax rate is due to higher income from the
Company's international joint ventures and a higher proportion of tax-exempt
securities in the investment portfolio.
The weighted average number of diluted shares of common stock outstanding
increased to 32,250,000 for 1999 from 30,599,000 for 1998. This increase was
primarily due to the Company's issuance of stock in the fourth quarters of 1999
and 1998. For further discussion, see Liquidity and Capital Resources below.
<PAGE>
Market Risk
The primary objective in managing the Company's investment portfolio is
generation of an optimal level of after-tax investment income while preserving
capital and maintaining adequate liquidity. Investment strategies are based on
many factors, including the Company's tax position, fluctuation in interest
rates, regulatory and rating agency criteria and other market factors.
Investment decisions are carried out by one internal investment manager for
fixed-income investments and several external investment managers for
fixed-income and equity investments. These investment decisions are based on
guidelines established by management and approved by the board of directors.
Market risk represents the potential for loss due to adverse changes in the fair
value of financial instruments. The market risks related to financial
instruments of the Company relate primarily to its investment portfolio, of
which 99% was invested in fixed-income securities at
<PAGE>
[page 21 of Annual Report]
December 31, 1999. Changes in interest rates affect the value of the Company's
fixed-income portfolio. As interest rates rise, the fair value of fixed-income
securities decreases. Sensitivity to interest rate movements can be estimated by
projecting a hypothetical increase in interest rates of 1.0%. Based on market
values and interest rates at year-end 1999, this hypothetical increase in
interest rates would result in an after-tax decrease of $82.1 million in the net
fair value of the Company's fixed-income portfolio. Since the Company is able to
hold these investments to maturity, absent an unusually large demand for funds,
it does not expect to recognize any material adverse impact to income or cash
flows under the above scenario.
The Company's investment portfolio holdings are primarily U.S.
dollar-denominated fixed-income securities, including municipal bonds, U.S.
government bonds, and mortgage-backed, asset-backed and corporate securities. In
calculating the sensitivity to interest rates for the taxable securities, U.S.
Treasury rates are changed instantaneously by 1.0%, and the option-adjusted
spreads of the securities are held constant. Tax-exempt securities are subjected
to a change in the municipal Triple-A obligation curve that would be equivalent
to a 1.0% taxable interest rate change based on the average taxable/tax-exempt
ratios for the prior 12 months. The simulation for tax-exempts calculates
duration by taking into account the applicable call date if the bond is at a
premium or the maturity date if the bond is at a discount.
Year 2000 Disclosure
The Company encountered no problems in its systems or its vendors' systems due
to the arrival of Year 2000 (Y2K). The cost to the Company for Y2K compliance
was immaterial. Based on the information FSA has received from servicers and
trustees, management believes that FSA will not incur any claims under its
financial guaranty contracts as a result of Y2K.
Year Ended December 31, 1998 versus Year Ended December 31, 1997
Adjusted book value per common share was $47.62 at December 31, 1998, up 19.5%
including dividends from year-end 1997. Excluding realized and unrealized
capital gains and losses, adjusted book value per share rose 17.3% including
dividends.
The Company's 1998 net income was $115.4 million ($3.77 per share), compared
with $94.7 million ($3.06 per share) for 1997, an increase of 21.8%. Core net
income was $107.5 million ($3.51 per share) for 1998, compared with $90.7
million ($2.93 per share) for 1997, an increase of 18.5%. Total core revenues
increased in 1998 by $29.8 million, to $201.4 million for 1998 from $171.6
million for 1997, while total core expenses increased only $7.6 million.
Operating net income was $114.9 million ($3.76 per share) for 1998 versus $95.9
million ($3.10 per share) for 1997, an increase of $19.0 million, or 19.8%.
FSA benefited in 1998 from growth of its core markets and a flight to quality
created by volatility in worldwide capital markets. As credit spreads widened
for securities at all levels in the credit spectrum, the value of FSA's guaranty
increased, and the Company was able to increase production volume significantly
while maintaining pricing and underwriting standards.
<PAGE>
Business was well balanced across U.S. municipal and asset-backed markets.
International activity was limited during 1998 because the Company found
relatively few opportunities with returns on equity and risk profiles meeting
FSA standards.
Gross PV premiums written increased 56.3% to $391.2 million for 1998 from $250.3
million for 1997. In 1998, the Company insured $58.6 billion par value of bonds,
a 58.2% increase over par insured in 1997.
Asset-backed market conditions were favorable. Securitization volume was strong,
credit spreads widened, and competition from uninsured executions decreased as
demand fell for subordinated debt and residuals. As a result, FSA found a larger
number of appropriate transactions to guarantee and was able to expand its
product lines. In addition to maintaining strong production in the consumer and
residential mortgage finance sectors, FSA significantly increased its volume of
structured financings, such as collateralized debt obligations. Asset-backed
gross PV premiums written were $162.7 million in 1998, compared with $111.0
million in 1997, an increase of 46.6%. FSA's asset-backed par insured increased
20.8% to $23.5 billion.
FSA also increased its municipal bond insurance volume, returns and market
share, aided by higher market volume for new municipal bonds, increased market
penetration by bond insurance and strong trading value for FSA-insured bonds.
For the municipal business, gross PV premiums written increased to $228.5
million for 1998 from $139.3 million for 1997, an increase of
<PAGE>
[page 22 of Annual Report]
64.1%. FSA's municipal par insured increased 99.6% to $35.1 billion. Municipal
par increased more than municipal PV premiums written because of a reduction in
international transactions, which generally have high premium rates, and a
decrease in the average lives of domestic general obligations. In addition, the
capital charges assigned by Standard & Poor's to measure risk in FSA's municipal
transactions, which began the year at the lowest level of risk in the industry,
decreased further during the year because of the higher quality of the new
business insured.
FSA's gross premiums written increased 35.1% to $319.3 million for 1998 from
$236.4 million for 1997. Net premiums written were $219.9 million during 1998,
an increase of 27.2% when compared with the 1997 result. Gross premiums written
grew at a faster pace than net premiums written due to the Company's greater use
of reinsurance to expand capacity for large transactions and certain successful
securitization programs. Reinsurance cessions totaled 31.1% of 1998 gross
premiums written, compared with 26.9% in 1997. Net premiums earned in 1998 were
$137.9 million, compared with $109.5 million in 1997, an increase of 25.9%.
Premiums earned from refundings and prepayments were $15.8 million for 1998 and
$11.3 million for 1997, contributing $7.4 million and $5.2 million,
respectively, to after-tax earnings. Before the effects of refundings and
prepayments, net premiums earned grew 24.3% over the comparable 1997 result.
Net investment income was $78.8 million for 1998 and $72.1 million for 1997, an
increase of 9.3%. This increase was due primarily to higher invested balances as
a result of new business writings and proceeds from debt issued in the fourth
quarter of 1998. The Company's effective tax rate on investment income was 17.6%
for 1998, compared with 19.9% for 1997. In 1998, the Company realized $20.9
million in net capital gains, compared with $11.5 million in 1997. Capital gains
and losses are a by-product of the normal investment management process and will
vary substantially from period to period.
Other income was $0.5 million for 1998, compared with $9.3 million for 1997.
Other income in 1997 was largely due to the sale of two insurance subsidiaries
to realize the value of their redundant insurance licenses. All of the
subsidiaries' insurance policy obligations were assumed by FSA.
Interest expense in 1998 was $10.6 million, an increase of $6.2 million when
compared with 1997 results. The increase was due to the Company's increase in
debt outstanding. For further discussion, see Liquidity and Capital Resources
below.
The provision for losses and loss adjustment expenses in 1998 was $4.0 million,
compared with $9.2 million in 1997, representing additions to the Company's
general reserve. During 1998, the Company transferred $18.4 million to its
general reserve from case basis reserves due to recoveries on certain commercial
mortgage transactions. This recovery allowed for a decrease of $4.1 million in
the amount needed to fund the general reserve for originations of new business
in 1998. Also during 1998, the Company transferred $9.4 million from its general
reserve to case basis reserves due primarily to anticipated claims on two
sub-prime auto loan programs. The additions to the general reserve represent
management's estimate of the amount required to cover the present value of the
net cost of claims adequately. The Company will, on an ongoing basis, monitor
these reserves and may periodically adjust such reserves, upward or downward,
based on the Company's actual loss experience, its future mix of business, and
future economic conditions. At December 31, 1998, the Company's general reserve
was $47.3 million.
<PAGE>
Total policy acquisition and other operating expenses (excluding the cost of
equity-based compensation programs, which was $19.9 million for 1998 and $20.5
million for 1997) were $45.6 million in 1998, compared with $38.0 million in
1997, an increase of $7.6 million. Further excluding the effect of refundings,
total policy acquisition and other operating expenses were $41.2 million in
1998, compared with $34.7 million in 1997, an increase of $6.5 million. The
increase resulted from greater amortization of deferred acquisition costs due to
a higher level of core premiums earned, along with higher personnel costs. The
Company's core expense ratio fell to 33.8% from 35.3% in 1997.
Income before income taxes for 1998 was $157.3 million, up 21.4% from $129.5
million for 1997.
<PAGE>
[page 23 of Annual Report]
The Company's effective tax rate for 1998 was 26.7%, compared with 26.9% for
1997.
The weighted average number of diluted shares of common stock outstanding
decreased from 30,913,000 for 1997 to 30,599,000 for 1998. This decrease was
primarily due to stock repurchases by the Company's rabbi trust to fund
obligations under employee benefit plans, partially offset by an increase in the
dilutive effect of the Company's redeemable preferred stock and shares unissued
or contingently issuable for employee benefit plans.
Liquidity and Capital Resources
The Company's consolidated invested assets at December 31, 1999, net of
unsettled security transactions, were $1,937.1 million, compared with the
December 31, 1998 balance of $1,770.6 million. These balances include the change
in the market value of the investment portfolio, which had an unrealized loss
position of $73.5 million at December 31, 1999, compared with an unrealized gain
position of $58.0 million at December 31, 1998. At December 31, 1999, the
Company had, at the holding company level, an investment portfolio of $33.5
million available to fund the liquidity needs of its activities outside of its
insurance operations. Because the majority of the Company's operations are
conducted through FSA, the long-term ability of the Company to service its debt
and to declare and pay dividends will largely depend upon its receipt of
dividends from, or payment on surplus notes by, FSA and upon external
financings.
FSA's ability to pay dividends is dependent upon FSA's financial condition,
results of operations, cash requirements, rating agency approval and other
related factors, and is also subject to restrictions contained in the insurance
laws and related regulations of New York and other states. Under New York
insurance law, FSA may pay dividends out of earned surplus, provided that,
together with all dividends declared or distributed by FSA during the preceding
12 months, the dividends do not exceed the lesser of (i) 10% of policyholders'
surplus as of its last statement filed with the New York Superintendent of
Insurance or (ii) adjusted net investment income during this period. FSA paid no
dividends in 1999. Based upon FSA's statutory statements for the quarter ended
December 31, 1999, and considering dividends that can be paid by its subsidiary,
the maximum amount available for payment of dividends by FSA without regulatory
approval over the following 12 months is approximately $82.0 million. In
addition, the Company holds $120.0 million of surplus notes of FSA. Payments of
principal or interest on such notes may be made with the approval of the New
York Insurance Department.
Dividends paid by the Company to its shareholders increased to $14.1 million in
1999 from $12.8 million in 1998 and to $0.465 per common share in 1999 from
$0.44 in 1998. In addition to paying dividends, the Company uses funds to make
debt service payments and to repurchase shares of the Company's common stock to
fund employee benefit plans. During 1999 and 1998, the Company purchased $2.6
million and $23.9 million, respectively, of its stock for employee benefit
plans.
During the fourth quarter of 1999, the Company sold 2,583,764 shares at $54.20
per share for a total of $140.0 million. The Company issued 1,400,000 new shares
and also sold 1,183,764 shares from its treasury and rabbi trust accounts. The
proceeds augmented the Company's capital base for future growth and for
anticipated employee compensation payments at the beginning of
<PAGE>
2000. During the fourth quarter of 1998, the Company issued $100.0 million of
6.950% Senior Quarterly Income Debt Securities due November 1, 2098 and callable
on or after November 1, 2003. The Company used these proceeds to augment the
capital in its insurance company subsidiaries and for general corporate
purposes. The Company also has outstanding $130.0 million of 7.375% Senior
Quarterly Income Debt Securities due September 30, 2097 and callable on or after
September 18, 2002.
In May 1996, the Company entered into forward agreements with two financial
institutions (the Counterparties) in respect of 1,750,000 shares (the Forward
Shares) of the Company's common stock. Under the forward agreements, the Company
has the obligation either (i) to purchase the Forward Shares from the
Counterparties for a price equal to $26.50 per share plus carrying costs or (ii)
to direct the Counterparties to sell the Forward Shares, with the Company
receiving any excess or making up any shortfall between the sale proceeds and
$26.50 per share plus carrying costs (net of dividends) in cash or additional
shares, at its option. The Company made the economic benefit and risk of 750,000
of these shares available for subscription by certain of the
<PAGE>
[page 24 of Annual Report]
Company's employees and directors. When an individual participant exercises
Forward Shares under the subscription program, the Company settles with the
participant but does not necessarily close out the corresponding Forward Share
position with the Counterparties. The cost of these settlements during 1999 and
1998 was zero and $0.7 million, respectively. At December 31, 1999, 562,200
Forward Shares remained in the program. Of these, 33,078 shares were held for
the benefit of the Company as a result of the repurchase of Forward Shares from
employees and directors, and 529,122 shares continued to be held for the benefit
of employees and directors. In the fourth quarter of 1999, the Company entered
into additional forward agreements with two counterparties to purchase 750,000
Forward Shares at an initial cost of $53.50 per share. These agreements are
similar to the Forward Share agreements described above, and the economic
benefit and risk of these shares are for the account of the Company's employees
and directors as described above. At December 31, 1999, all 750,000 shares were
outstanding. In total, for both plans, net income will be affected by
approximately $0.8 million, or $0.03 per share, for each dollar change in the
Company's share price.
In December 1999, Financial Security Assurance International Ltd., an indirect
subsidiary of FSA, received $50.0 million of additional capital. FSA contributed
$40.0 million, and XL Capital Ltd contributed the remaining $10.0 million to
maintain its minority interest in the subsidiary.
FSA's primary uses of funds are to pay operating expenses and to pay dividends
to, or repay surplus notes held by, its parent. FSA's funds are also required to
satisfy claims, if any, under insurance policies in the event of default by an
issuer of an insured obligation and the unavailability or exhaustion of other
payment sources in the transaction, such as the cash flow or collateral
underlying the obligations. FSA seeks to structure asset-backed transactions to
address liquidity risks by matching insured payments with available cash flow or
other payment sources. The insurance policies issued by FSA provide, in general,
that payments of principal, interest and other amounts insured by FSA may not be
accelerated by the holder of the obligation but are paid by FSA in accordance
with the obligation's original payment schedule or, at FSA's option, on an
accelerated basis. These policy provisions prohibiting acceleration of certain
claims are mandatory under Article 69 of the New York Insurance Law and serve to
reduce FSA's liquidity requirements.
The Company believes that FSA's expected operating liquidity needs, both on a
short- and long-term basis, can be funded from its operating cash flow. In
addition, FSA has a number of sources of liquidity that are available to pay
claims on a short- and long-term basis: cash flow from written premiums, FSA's
investment portfolio and earnings thereon, reinsurance arrangements with
third-party reinsurers, liquidity lines of credit with banks, and capital market
transactions.
FSA has a credit arrangement, aggregating $150.0 million at December 31, 1999,
that is provided by commercial banks and intended for general application to
transactions insured by FSA and its insurance company subsidiaries. At December
31, 1999, there were no borrowings under this arrangement, which expires on
April 28, 2000, unless extended. In addition, there are credit arrangements
assigned to specific insured transactions. In August 1994, FSA entered into a
facility agreement with Canadian Global Funding Corporation and Hambros Bank
Limited. Under the agreement, FSA can arrange financing for transactions subject
to certain conditions. The amount of this facility was $186.9 million, of which
$99.3 million was unutilized at December 31, 1999.
<PAGE>
FSA has a standby line of credit in the amount of $240.0 million with a group of
international banks to provide loans to FSA after it has incurred, during the
term of the facility, cumulative municipal losses (net of any recoveries) in
excess of the greater of $230.0 million or 5.75% of average annual debt service
of the covered portfolio. The obligation to repay loans made under this
agreement is a limited recourse obligation payable solely from, and
collateralized by, a pledge of recoveries realized on defaulted insured
obligations in the covered portfolio, including certain installment premiums and
other collateral. This commitment has a term beginning on April 30, 1999 and
expiring on April 30, 2006 and contains an annual renewal provision subject to
approval by the banks. No amounts have been utilized under this commitment as of
December 31, 1999.
The Company has no plans for material capital expenditures within the next
twelve months.
<PAGE>
[page 25 of Annual Report]
REPORT OF INDEPENDENT ACCOUNTANTS
To the Shareholders and Board of Directors
of Financial Security Assurance Holdings Ltd.:
In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of income, changes in shareholders' equity, and cash
flows present fairly, in all material respects, the financial position of
Financial Security Assurance Holdings Ltd. and Subsidiaries (the Company) at
December 31, 1999 and 1998, and the results of their operations and their cash
flows for each of the three years in the period ended December 31, 1999 in
conformity with accounting principles generally accepted in the United States.
These financial statements are the responsibility of the Company's management;
our responsibility is to express an opinion on these financial statements based
on our audits. We conducted our audits of these statements in accordance with
auditing standards generally accepted in the United States, which require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for the opinion expressed above.
/s/ PRICEWATERHOUSECOOPERS LLP
PRICEWATERHOUSECOOPERS LLP
New York, New York
January 25, 2000, except for
Note 22, as to which the date
is March 14, 2000
<PAGE>
[page 26 of Annual Report]
FINANCIAL SECURITY ASSURANCE HOLDINGS LTD.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
December 31, December 31,
ASSETS 1999 1998
- ------ ---- ----
<S> <C> <C>
Bonds at market value (amortized cost of $1,919,677
and $1,655,042) $ 1,852,669 $ 1,708,040
Equity investments at market value (cost of $30,104
and $64,292) 23,606 68,243
Short-term investments 263,747 98,554
----------- -----------
Total investments 2,140,022 1,874,837
Cash 6,284 3,490
Deferred acquisition costs 198,048 199,559
Prepaid reinsurance premiums 285,105 217,096
Reinsurance recoverable on unpaid losses 9,492 6,421
Receivable for securities sold 40,635 1,655
Investment in unconsolidated affiliates 29,709 29,496
Other assets 196,349 119,712
----------- -----------
TOTAL ASSETS $ 2,905,644 $ 2,452,266
=========== ===========
LIABILITIES AND MINORITY INTEREST, REDEEMABLE
PREFERRED STOCK AND SHAREHOLDERS' EQUITY
Deferred premium revenue $ 844,146 $ 721,699
Losses and loss adjustment expenses 87,309 72,007
Deferred federal income taxes 43,341 87,254
Ceded reinsurance balances payable 36,387 31,502
Payable for securities purchased 243,519 105,859
Notes payable 230,000 230,000
Minority interest 32,945 20,388
Accrued expenses and other liabilities 135,313 117,421
----------- -----------
TOTAL LIABILITIES AND MINORITY INTEREST 1,652,960 1,386,130
----------- -----------
COMMITMENTS AND CONTINGENCIES
Redeemable preferred stock (20,000,000 and 3,000,000 shares
authorized; 2,000,000 issued and outstanding; par value
of $.01 per share) 20 20
Additional paid-in capital - preferred 680 680
----------- -----------
REDEEMABLE PREFERRED STOCK 700 700
----------- -----------
Common stock (200,000,000 and 50,000,000 shares authorized;
33,676,301 and 32,276,301 issued; par value of $.01 per
share) 337 323
Additional paid-in capital - common 836,853 733,442
Accumulated other comprehensive income (loss) [net of
deferred income tax provision (benefit)
of $(25,727) and $20,288] (47,779) 37,678
Accumulated earnings 436,417 325,150
Deferred equity compensation 52,670 43,946
Less treasury stock at cost (961,418
and 2,372,839 shares held) (26,514) (75,103)
----------- -----------
TOTAL SHAREHOLDERS' EQUITY 1,251,984 1,065,436
----------- -----------
TOTAL LIABILITIES AND MINORITY INTEREST, REDEEMABLE
PREFERRED STOCK AND SHAREHOLDERS' EQUITY $ 2,905,644 $ 2,452,266
=========== ===========
</TABLE>
The accompanying Notes to Consolidated Financial Statements
are an integral part of these statements.
<PAGE>
[page 27 of Annual Report]
FINANCIAL SECURITY ASSURANCE HOLDINGS LTD.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
Year Ended December 31,
REVENUES: 1999 1998 1997
--------- --------- ---------
<S> <C> <C> <C>
Net premiums written $ 230,435 $ 219,853 $ 172,878
Increase in deferred premium revenue (55,476) (81,926) (63,367)
--------- --------- ---------
Premiums earned 174,959 137,927 109,511
Net investment income 94,723 78,823 72,085
Net realized gains (losses) (13,301) 20,890 11,522
Other income 1,323 474 9,303
--------- --------- ---------
TOTAL REVENUES 257,704 238,114 202,421
--------- --------- ---------
EXPENSES:
Losses and loss adjustment expenses 8,829 3,949 9,156
Interest expense 16,614 10,625 5,325
Policy acquisition costs 39,809 35,439 27,962
Other operating expenses 26,429 30,006 30,430
--------- --------- ---------
TOTAL EXPENSES 91,681 80,019 72,873
--------- --------- ---------
Minority interest and equity in earnings of unconsolidated
affiliates (2,045) (844) --
--------- --------- ---------
INCOME BEFORE INCOME TAXES 163,978 157,251 129,548
--------- --------- ---------
Provision (benefit) for income taxes:
Current 36,471 44,140 22,966
Deferred 2,102 (2,245) 11,898
--------- --------- ---------
Total provision 38,573 41,895 34,864
--------- --------- ---------
NET INCOME 125,405 115,356 94,684
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX:
Unrealized gains (losses) on securities:
Holding gains (losses) arising during period
[net of deferred income tax provision (benefit)
of $(51,221), $14,024 and $12,701] (95,125) 26,045 23,587
Less: reclassification adjustment for losses
(gains) included in net income [net of deferred
income tax benefit (provision) of $3,633,
$(7,311) and $(4,033)] 9,668 (13,579) (7,489)
--------- --------- ---------
Other comprehensive income (loss) (85,457) 12,466 16,098
--------- --------- ---------
COMPREHENSIVE INCOME $ 39,948 $ 127,822 $ 110,782
========= ========= =========
As based upon net income:
Basic earnings per common share $ 4.08 $ 3.96 $ 3.16
========= ========= =========
Diluted earnings per common share $ 3.89 $ 3.77 $ 3.06
========= ========= =========
</TABLE>
The accompanying Notes to Consolidated Financial Statements are
an integral part of these statements.
<PAGE>
[page 28 of Annual Report]
FINANCIAL SECURITY ASSURANCE HOLDINGS LTD.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
Additional Unrealized
Paid-In Gain Deferred
Common Capital- (Loss) on Accumulated Equity Treasury
Stock Common Investments Earnings Compensation Stock Total
----- ------ ----------- -------- ------------ ----- -----
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE, December 31, 1996 $ 323 $ 695,118 $ 9,114 $ 139,986 $ 12,069 $ (58,785) $ 797,825
Net income for the year 94,684 94,684
Net change in accumulated
comprehensive
income (net of deferred
income taxes of $8,667) 16,098 16,098
Dividends paid on common
stock ($0.405 per share) (12,099) (12,099)
Deferred equity compensation 17,781 17,781
Deferred equity payout 187 (3,287) 56 (3,044)
Purchase of 162,573 shares
of common stock (5,434) (5,434)
Issuance of 125,106 shares
of treasury stock for options
exercised 688 (382) 3,042 3,348
Forward share settlements
with counterparties (33,910) (33,910)
----- --------- --------- --------- -------- --------- -----------
BALANCE, December 31, 1997 323 695,993 25,212 222,571 26,181 (95,031) 875,249
Net income for the year 115,356 115,356
Net change in accumulated
comprehensive income (net
of deferred income taxes
of $6,713) 12,466 12,466
Dividends paid on common
stock ($0.44 per share) (12,777) (12,777)
Deferred equity compensation 23,970 23,970
Deferred equity payout 750 (6,371) 204 (5,417)
Purchase of 496,940 shares of
common stock (23,907) (23,907)
Issuance of 1,632,653 shares
of treasury stock for XL stock 36,721 43,279 80,000
Issuance of 13,295 shares of
treasury stock for options
exercised (22) 166 352 496
----- --------- --------- --------- -------- --------- -----------
BALANCE, December 31, 1998 323 733,442 37,678 325,150 43,946 (75,103) 1,065,436
Net income for the year 125,405 125,405
Net change in accumulated
comprehensive income (net
of deferred income tax
benefit of $46,015) (85,457) (85,457)
Dividends paid on common
stock ($0.465 per share) (14,138) (14,138)
Deferred equity compensation 19,822 19,822
Deferred equity payout 1,535 (11,087) 1,644 (7,908)
Purchase of 53,165 shares of
common stock (2,571) (2,571)
Issuance of 450 shares of
treasury stock for options
exercised 3 (11) 18 10
Sale of 1,183,764 shares of
treasury stock and 1,400,000
shares of unissued common stock 14 95,986 43,715 139,715
Sale of 221,100 shares of
treasury stock 5,887 5,783 11,670
----- --------- --------- --------- -------- --------- -----------
BALANCE, December 31, 1999 $ 337 $ 836,853 $ (47,779) $ 436,417 $ 52,670 $ (26,514) $ 1,251,984
===== ========= ========= ========= ======== ========= ===========
</TABLE>
The accompanying Notes to Consolidated Financial Statements are
an integral part of these statements.
<PAGE>
[page 29 of Annual Report]
FINANCIAL SECURITY ASSURANCE HOLDINGS LTD.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
<TABLE>
<CAPTION>
Year Ended December 31,
1999 1998 1997
----------- ----------- -----------
<S> <C> <C> <C>
Cash flows from operating activities:
Premiums received, net $ 230,394 $ 247,229 $ 171,145
Policy acquisition and other operating
expenses paid, net (51,702) (53,306) (43,279)
Recoverable advances paid (2,335) (4,073) (7,629)
Losses and loss adjustment expenses
recovered (paid) 3,302 16,535 (6,463)
Net investment income received 80,803 70,146 65,662
Federal income taxes paid (39,603) (54,020) (19,797)
Interest paid (16,306) (9,614) (5,158)
Other 357 (1,623) (2,017)
----------- ----------- -----------
Net cash provided by operating
activities 204,910 211,274 152,464
----------- ----------- -----------
Cash flows from investing activities:
Proceeds from sales of bonds 2,123,445 1,908,098 1,074,658
Proceeds from sales of equity investments 87,471 33,613 3,568
Proceeds from maturities of bonds -- -- 32,468
Purchases of bonds (2,303,633) (2,257,947) (1,229,612)
Purchases of equity investments (46,581) (48,475) (24,662)
Net gain on sale of subsidiaries -- -- 7,986
Purchases of property and equipment (1,132) (1,168) (3,097)
Net decrease (increase) in short-term
investments (161,147) 39,513 (55,551)
Other investments (5,894) (14,610) --
----------- ----------- -----------
Net cash used for investing
activities (307,471) (340,976) (194,242)
----------- ----------- -----------
Cash flows from financing activities:
Issuance of notes payable, net -- 96,850 125,905
Repayment of notes payable -- -- (30,000)
Dividends paid (14,138) (12,777) (12,099)
Treasury stock, net 628 (23,686) (36,246)
Sale of stock 151,385
Issuance of stock for acquisition of
subsidiary (a) -- 60,000 --
Other (32,520) 330 (1,453)
----------- ----------- -----------
Net cash provided by financing
activities 105,355 120,717 46,107
----------- ----------- -----------
Net increase (decrease) in cash 2,794 (8,985) 4,329
Cash at beginning of year 3,490 12,475 8,146
----------- ----------- -----------
Cash at end of year $ 6,284 $ 3,490 $ 12,475
=========== =========== ===========
</TABLE>
Continued
(a) The Company exchanged $20,000 of its stock at fair market value for $20,000
of XL stock at fair market value.
The accompanying Notes to Consolidated Financial Statements are
an integral part of these statements.
<PAGE>
FINANCIAL SECURITY ASSURANCE HOLDINGS LTD.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED
(Dollars in thousands)
<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------
1999 1998 1997
--------- --------- ---------
<S> <C> <C> <C>
Reconciliation of net income to net cash
flows from operating activities:
Net income $ 125,405 $ 115,356 $ 94,684
Increase in accrued investment income (4,136) (3,613) (2,504)
Increase in deferred premium revenue and
related foreign exchange adjustment 54,438 82,530 62,101
Decrease (increase) in deferred
acquisition costs 1,511 (28,461) (24,865)
Increase (decrease) in current federal
income taxes payable 6,166 (1,674) 7,891
Increase in unpaid losses and loss
adjustment expenses 12,231 20,786 2,596
Increase in amounts withheld for others -- 82 133
Provision (benefit) for deferred income
taxes 2,102 (2,245) 15,170
Net realized losses (gains) on investments 13,301 (20,890) (11,522)
Deferred equity compensation 8,725 17,765 14,299
Depreciation and accretion of bond discount (2,837) (4,523) (2,802)
Minority interest and equity in earnings of
unconsolidated affiliates 2,045 844 --
Net gain on sale of subsidiaries -- -- (7,986)
Change in other assets and liabilities (14,041) 35,317 5,269
--------- --------- ---------
Cash provided by operating activities $ 204,910 $ 211,274 $ 152,464
========= ========= =========
</TABLE>
The accompanying Notes to Consolidated Financial Statements
are an integral part of these statements.
<PAGE>
[pages 30 through 44 of Annual Report]
FINANCIAL SECURITY ASSURANCE HOLDINGS LTD.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
1. ORGANIZATION AND OWNERSHIP
Financial Security Assurance Holdings Ltd. (the Company) is a holding
company incorporated in the State of New York. The Company is principally
engaged, through its insurance company subsidiaries, in providing financial
guaranty insurance on asset-backed and municipal obligations. The Company's
underwriting policy is to insure asset-backed and municipal obligations that it
determines would be of investment-grade quality without the benefit of the
Company's insurance. The asset-backed obligations insured by the Company are
generally issued in structured transactions and are backed by pools of assets,
such as residential mortgage loans, consumer or trade receivables, securities or
other assets having an ascertainable cash flow or market value. The municipal
obligations insured by the Company consist primarily of general obligation bonds
that are supported by the issuers' taxing power and of special revenue bonds and
other special obligations of states and local governments that are supported by
the issuers' ability to impose and collect fees and charges for public services
or specific projects. Financial guaranty insurance written by the Company
guarantees scheduled payments on an issuer's obligation. In the case of a
payment default on an insured obligation, the Company is generally required to
pay the principal, interest or other amounts due in accordance with the
obligation's original payment schedule or, at its option, to pay such amounts on
an accelerated basis.
The Company expects to continue to emphasize a diversified insured
portfolio characterized by insurance of both asset-backed and municipal
obligations, with a broad geographic distribution and a variety of revenue
sources and transaction structures. The Company's insured portfolio consists
primarily of asset-backed and municipal obligations originated in the United
States, but the Company has also written and continues to pursue business in
Europe and the Asia Pacific region.
At December 31, 1997, the Company was owned 42.1% by U S WEST Capital
Corporation (U S WEST), 12.0% by Fund American Enterprises Holdings, Inc. (Fund
American), 6.7% by The Tokio Marine and Fire Insurance Co., Ltd. (Tokio Marine)
and 39.2% by the public and employees. On November 3, 1998, the Company issued
1,632,653 common shares out of treasury to XL Capital Ltd (XL), which was named
EXEL Limited until February 1999, in exchange for $80,000,000 of XL's common
stock in conjunction with the creation of a new subsidiary (see Note 7). At
December 31, 1998, the Company was owned 40.5% by MediaOne Capital Corporation
(MediaOne), formerly U S WEST, 11.6% by Fund American, 6.4% by Tokio Marine,
5.5% by XL and 36.0% by the public and employees. At December 31, 1999, the
Company was owned 5.3% by MediaOne, 21.2% by White Mountains Insurance Group,
Ltd. (White Mountains), formerly Fund American, 8.0% by Tokio Marine, 7.8% by XL
and 57.7% by the public and employees. These percentages are calculated based
upon outstanding shares, which are reduced by treasury shares as presented in
these financial statements.
<PAGE>
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying financial statements have been prepared in accordance
with accounting principles generally accepted in the United States (GAAP),
which, for the insurance company subsidiaries, differ in certain material
respects from the accounting practices prescribed or permitted by insurance
regulatory authorities (see Note 5). The preparation of financial statements in
conformity with GAAP requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities in the Company's consolidated balance sheets
at December 31, 1999 and 1998 and the reported amounts of revenues and expenses
in the consolidated statements of income during the years ended December 31,
1999, 1998 and 1997. Such estimates and assumptions include, but are not limited
to, losses and loss adjustment expenses and the deferral and amortization of
deferred policy acquisition costs. Actual results may differ from those
estimates. Significant accounting policies under GAAP are as follows:
Basis of Presentation
The consolidated financial statements include the accounts of the Company
and its direct and indirect subsidiaries, FSA Portfolio Management Inc.,
Transaction Services Corporation, Financial Security Assurance Inc. (FSA), FSA
Insurance Company, Financial Security Assurance International Ltd., Financial
Security Assurance of Oklahoma, Inc. and Financial Security Assurance (U.K.)
Limited (collectively, the Subsidiaries). All intercompany accounts and
transactions have been eliminated. Certain prior-year balances have been
reclassified to conform to the 1999 presentation.
Investments
Investments in debt securities designated as available for sale are
carried at market value. Equity investments are carried at market value. Any
resulting unrealized gain or loss is reflected as a separate component of
shareholders' equity, net of applicable deferred income taxes. Except as
specified in Note 20, all of the Company's long-term investments are classified
as available for sale.
Bond discounts and premiums are amortized on the effective yield method
over the remaining terms of the securities acquired. For mortgage-backed
securities, and any other holdings for which prepayment risk may be significant,
assumptions regarding prepayments are evaluated periodically and revised as
necessary. Any adjustments required due to the resulting change in effective
yields are recognized in current income. Short-term investments, which are those
investments with a maturity of less than one year at time of purchase, are
carried at market value, which approximates cost. Cash equivalents are amounts
deposited in money market funds and investments with a maturity at time of
purchase of three months or less and are included in short-term investments.
Realized gains or losses on sale of investments are determined on the basis of
specific identification. Investment income is recorded as earned.
The Company holds derivative securities, including U.S. Treasury bond
futures contracts and call option contracts, that are not accounted for as
hedges and are marked to market on a daily basis. Any gains or losses are
included in realized capital gains or losses.
Investments in unconsolidated affiliates are based on the equity method of
accounting (see Note 20).
Premium Revenue Recognition
<PAGE>
Gross and ceded premiums are earned in proportion to the amount of risk
outstanding over the expected period of coverage. The amount of risk outstanding
is equal to the sum of the par amount of debt insured. Deferred premium revenue
and prepaid reinsurance premiums represent the portion of premium that is
applicable to coverage of risk to be provided in the future on policies in
force. When an insured issue is retired or defeased prior to the end of the
expected period of coverage, the remaining deferred premium revenue and prepaid
reinsurance premium, less any amount credited to a refunding issue insured by
the Company, are recognized.
Losses and Loss Adjustment Expenses
A case basis reserve for unpaid losses and loss adjustment expenses is
recorded at the present value of the estimated loss when, in management's
opinion, the likelihood of a future loss is probable and determinable at the
balance sheet date. The estimated loss on a transaction is discounted using
current risk-free rates ranging from 5.5% to 6.1%.
The Company also maintains a non-specific general reserve, which is
available to be applied against future additions or accretions to existing case
basis reserves or to new case basis reserves to be established in the future.
The general reserve is calculated by applying a loss factor to the total net par
amount outstanding of the Company's insured obligations over the term of such
insured obligations and discounting the result at risk-free rates. The loss
factor used for this purpose has been determined based upon an independent
rating agency study of bond defaults and the Company's portfolio characteristics
and history.
Management of the Company periodically evaluates its estimates for losses
and loss adjustment expenses and establishes reserves that management believes
are adequate to cover the present value of the ultimate net cost of claims. The
reserves are necessarily based on estimates, and there can be no assurance that
the ultimate liability will not differ from such estimates. The Company will, on
an ongoing basis, monitor these reserves and may periodically adjust such
reserves based on the Company's actual loss experience, its future mix of
business, and future economic conditions.
Deferred Acquisition Costs
Deferred acquisition costs comprise those expenses that vary with, and are
primarily related to, the production of business, including commissions paid on
reinsurance assumed, compensation and related costs of underwriting and
marketing personnel, certain rating agency fees, premium taxes and certain other
underwriting expenses, reduced by ceding commission income on premiums ceded to
reinsurers. Deferred acquisition costs and the cost of acquired business are
amortized over the period in which the related premiums are earned.
Recoverability of deferred acquisition costs is determined by considering
anticipated losses and loss adjustment expenses.
Federal Income Taxes
The provision for income taxes consists of an amount for taxes currently
payable and a provision for tax consequences deferred to future periods
reflected at current income tax rates.
<PAGE>
Earnings per Common Share
In 1997, the Company adopted Statement of Financial Accounting Standards
(SFAS) No. 128, Earnings Per Share (EPS), specifying the computation,
presentation and disclosure requirements for EPS (see Note 19). The new standard
defines "basic" and "diluted" earnings per share. Basic earnings per share are
based on average basic shares outstanding, which is calculated by adding shares
earned but not issued under the Company's equity bonus and performance share
programs to the average common shares outstanding. Diluted earnings per share
are based on average diluted shares outstanding, which is calculated by adding
shares contingently issuable under stock options, the performance share program
and the Company's redeemable preferred stock to the average basic shares
outstanding.
Segment Reporting
As a monoline financial guaranty insurer, the Company has no reportable
operating segments.
3. INVESTMENTS
Bonds at amortized cost of $10,979,000 and $11,481,000 at December 31,
1999 and 1998, respectively, were on deposit with state regulatory authorities
as required by insurance regulations.
Consolidated net investment income consisted of the following (in
thousands):
Year Ended December 31,
-----------------------
1999 1998 1997
---- ---- ----
Bonds $ 88,867 $ 71,888 $ 65,422
Equity investments 1,495 1,075 1,393
Short-term investments 6,664 8,391 7,206
Investment expenses (2,303) (2,531) (1,936)
-------- -------- --------
Net investment income $ 94,723 $ 78,823 $ 72,085
======== ======== ========
The credit quality of bonds at December 31, 1999 was as follows:
Rating Percent of Bonds
--------------------- ----------------
AAA 72.3%
AA 18.5
A 8.8
BBB 0.1
Other 0.3
The amortized cost and estimated market value of bonds were as follows (in
thousands):
<PAGE>
<TABLE>
<CAPTION>
Gross Gross Estimated
Amortized Unrealized Unrealized Market
December 31, 1999 Cost Gains Losses Value
- ----------------- ---- ----- ------ -----
<S> <C> <C> <C> <C>
U.S. Treasury securities and
obligations of U.S. government
corporations and agencies $ 80,446 $ 27 $ (568) $ 79,905
Obligations of states and political
subdivisions 1,189,115 5,469 (58,571) 1,136,013
Foreign securities 2,277 1 (1) 2,277
Mortgage-backed securities 384,349 450 (9,339) 375,460
Corporate securities 222,703 2,123 (5,371) 219,455
Asset-backed securities 40,787 17 (1,245) 39,559
---------- ------- -------- ----------
Total $1,919,677 $ 8,087 $(75,095) $1,852,669
========== ======= ======== ==========
December 31, 1998
U.S. Treasury securities and
obligations of U.S. government
corporations and agencies $ 148,669 $ 2,432 $ (336) $ 150,765
Obligations of states and political
subdivisions 1,041,718 42,265 (637) 1,083,346
Mortgage-backed securities 266,770 3,920 (190) 270,500
Corporate securities 164,697 5,539 (463) 169,773
Asset-backed securities 33,188 494 (26) 33,656
---------- ------- -------- ----------
Total $1,655,042 $54,650 $ (1,652) $1,708,040
========== ======= ======== ==========
</TABLE>
The change in net unrealized gains (losses) consisted of (in thousands):
Year Ended December 31,
-----------------------
1999 1998 1997
--------- ------- -------
Bonds $(120,006) $15,319 $23,657
Equity investments (10,449) 2,842 1,109
Other (1,017) 1,017 --
--------- ------- -------
Change in net unrealized gains
(losses) $(131,472) $19,178 $24,766
========= ======= =======
The amortized cost and estimated market value of bonds at December 31,
1999, by contractual maturity, are shown below (in thousands). Actual maturities
could differ from contractual maturities because borrowers have the right to
call or prepay certain obligations with or without call or prepayment penalties.
<PAGE>
<TABLE>
<CAPTION>
Amortized Estimated
Cost Market Value
---- ------------
<S> <C> <C>
Due in one year or less $ 6,082 $ 6,078
Due after one year through five years 189,461 188,584
Due after five years through ten years 154,121 153,523
Due after ten years 1,144,877 1,089,465
Mortgage-backed securities (stated maturities of 1 to
30 years) 384,349 375,460
Asset-backed securities (stated maturities of 3 to 30
years) 40,787 39,559
---------- ----------
Total $1,919,677 $1,852,669
========== ==========
</TABLE>
Proceeds from sales of bonds during 1999, 1998 and 1997 were
$2,162,425,000, $1,889,130,000 and $1,127,749,000, respectively. Gross gains of
$17,896,000, $27,439,000 and $12,437,000 and gross losses of $32,406,000,
$8,585,000 and $1,433,000 were realized on sales in 1999, 1998 and 1997,
respectively.
Proceeds from sales of equity investments during 1999, 1998 and 1997 were
$87,471,000, $33,613,000 and $3,568,000, respectively. Gross gains of
$11,707,000, $2,684,000 and $33,000 and gross losses of $5,008,000, $1,331,000
and $7,000 were realized on sales in 1999, 1998 and 1997, respectively. Equity
investments had gross unrealized gains of $0 and $4,504,000 and gross unrealized
losses of $6,498,000 and $553,000 as of December 31, 1999 and 1998,
respectively.
The Company held open positions in U.S. Treasury bond futures contracts
with an aggregate notional amount of $30,800,000 and $57,700,000 as of December
31, 1999 and 1998, respectively. The Company held open positions in Eurodollar
futures contracts with an aggregate notional amount of $155,500,000 and
$1,000,000 as of December 31, 1999 and 1998, respectively. The Company also held
open positions in municipal bond index futures with an aggregate notional amount
of $3,000,000 as of December 31, 1999. Such positions are marked to market on a
daily basis and, for the years ended December 31, 1999, 1998 and 1997, resulted
in net realized gains (losses) of $(5,490,000), $883,000 and $190,000,
respectively.
4. DEFERRED ACQUISITION COSTS
Acquisition costs deferred for amortization against future income and the
related amortization charged to expenses are as follows (in thousands):
<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------
1999 1998 1997
--------- --------- ---------
<S> <C> <C> <C>
Balance, beginning of period $ 199,559 $ 171,098 $ 146,233
--------- --------- ---------
Costs deferred during the period:
Ceding commission income (52,376) (27,693) (18,956)
Assumed commission expense 44 22 31
Premium taxes 9,017 8,081 5,554
Compensation and other acquisition costs 81,613 83,490 66,198
--------- --------- ---------
Total 38,298 63,900 52,827
--------- --------- ---------
Costs amortized during the period (39,809) (35,439) (27,962)
--------- --------- ---------
Balance, end of period $ 198,048 $ 199,559 $ 171,098
========= ========= =========
</TABLE>
<PAGE>
5. STATUTORY ACCOUNTING PRACTICES
GAAP for the Subsidiaries differs in certain significant respects from
accounting practices prescribed or permitted by insurance regulatory
authorities. The principal differences result from the following statutory
accounting practices:
- Upfront premiums on municipal business are recognized as earned when
related principal and interest have expired rather than over the expected
coverage period;
- Acquisition costs are charged to operations as incurred rather than as
related premiums are earned;
- A contingency reserve (rather than a general reserve) is computed based
on the following statutory requirements:
(i) For all policies written prior to July 1, 1989, an amount equal
to 50% of cumulative earned premiums less permitted reductions, plus;
(ii) For all policies written on or after July 1, 1989, an amount
equal to the greater of 50% of premiums written for each category of insured
obligation or a designated percentage of principal guaranteed for that category.
These amounts are provided each quarter as either 1/60th or 1/80th of the total
required for each category, less permitted reductions;
- Certain assets designated as "non-admitted assets" are charged directly
to statutory surplus but are reflected as assets under GAAP;
- Federal income taxes are provided only on taxable income for which
income taxes are currently payable;
- Accruals for deferred compensation are not recognized;
- Purchase accounting adjustments are not recognized;
- Bonds are carried at amortized cost;
- Surplus notes are recognized as surplus rather than a liability.
A reconciliation of net income for the calendar years 1999, 1998 and 1997
and shareholders' equity at December 31, 1999 and 1998, reported by the Company
on a GAAP basis, to the amounts reported by the Subsidiaries on a statutory
basis, is as follows (in thousands):
<TABLE>
<CAPTION>
Net Income: 1999 1998 1997
--------- --------- --------
<S> <C> <C> <C>
GAAP BASIS $ 125,405 $ 115,356 $ 94,684
Non-insurance companies net loss 7,812 5,461 5,575
Premium revenue recognition (19,397) (16,411) (23,130)
Losses and loss adjustment expenses incurred 4,171 12,938 4,653
Deferred acquisition costs 1,511 (28,461) (24,865)
Deferred income tax provision 1,375 167 16,019
Current income tax (9,266) (8,206) (7,994)
Amortization of bonds -- -- 56
Accrual of deferred compensation, net 22,119 33,268 26,681
Other (124) 100 (61)
--------- --------- --------
STATUTORY BASIS $ 133,606 $ 114,212 $ 91,618
========= ========= ========
</TABLE>
December 31,
--------------------------
Shareholders' Equity: 1999 1998
----------- -----------
GAAP BASIS $ 1,251,984 $ 1,065,436
Non-insurance companies liabilities, net 42,962 39,155
Premium revenue recognition (110,650) (91,297)
Loss and loss adjustment expense reserves 54,971 47,250
Deferred acquisition costs (198,048) (199,559)
Contingency reserve (473,387) (367,454)
Unrealized loss (gain) on investments, net of
tax 67,179 (55,851)
Deferred income taxes 53,357 95,398
Accrual of deferred compensation 80,811 70,022
Surplus notes 120,000 120,000
Other (42,484) (52,844)
----------- -----------
STATUTORY BASIS SURPLUS $ 846,695 $ 670,256
=========== ===========
SURPLUS PLUS CONTINGENCY RESERVE $ 1,320,082 $ 1,037,710
=========== ===========
6. FEDERAL INCOME TAXES
The Company and its Subsidiaries (except Financial Security Assurance
International Ltd.) file a consolidated federal income tax return. The
calculation of each member's tax benefit or liability is controlled by a
tax-sharing agreement that bases the allocation of such benefit or liability
upon a separate return calculation.
Federal income taxes have not been provided on substantially all of the
undistributed earnings of non-U.S. subsidiaries, since it is the Company's
practice and intent to reinvest such earnings in the operations of these
subsidiaries. The cumulative amount of such untaxed earnings was $6,537,000 and
$0 at December 31, 1999 and 1998, respectively.
The cumulative balance sheet effects of deferred tax consequences are (in
thousands):
December 31,
------------
1999 1998
--------- ---------
Deferred acquisition costs $ 65,769 $ 69,079
Deferred premium revenue adjustments 14,860 10,354
Unrealized capital gains -- 21,134
Contingency reserves 55,028 46,260
--------- ---------
Total deferred tax liabilities 135,657 146,827
--------- ---------
Loss and loss adjustment expense reserves (18,219) (16,613)
Deferred compensation (48,975) (41,545)
Unrealized capital losses (24,882) --
Other, net (240) (1,415)
--------- ---------
Total deferred tax assets (92,316) (59,573)
--------- ---------
Total deferred income taxes $ 43,341 $ 87,254
========= =========
<PAGE>
No valuation allowance was necessary at December 31, 1999 or 1998.
A reconciliation of the effective tax rate with the federal statutory rate
follows:
Year Ended December 31,
----------------------------------
1999 1998 1997
------ ------ ------
Tax at statutory rate 35.0% 35.0% 35.0%
Tax-exempt interest (10.1) (8.6) (8.4)
Income of foreign subsidiary (1.4) -- --
Other -- 0.3 0.3
------ ------ ------
Provision for income taxes 23.5% 26.7% 26.9%
====== ====== ======
7. SHAREHOLDERS' EQUITY AND REDEEMABLE PREFERRED STOCK
On September 2, 1994, the Company issued to White Mountains 2,000,000
shares of Series A, non-dividend paying, voting, redeemable preferred stock
having an aggregate liquidation preference of $700,000. The preferred stock is
redeemable, at the option of the holder upon payment of the conversion price
therefor, into an equal number of shares of common stock (subject to
anti-dilutive adjustment). The conversion price per share (subject to
anti-dilutive adjustment) is $29.65. The preferred stock will be redeemed (if
then outstanding) on May 13, 2004 at a redemption price of $0.35 per share.
White Mountains is entitled to one vote per share of redeemable preferred stock,
voting together as a single class with the holders of common stock on all
matters upon which holders of common stock are entitled to vote. As the holder
of the redeemable preferred stock, White Mountains is not entitled to receive
dividends or other distributions of any kind payable to shareholders of the
Company, except that, in the event of the liquidation, dissolution or winding up
of the Company, it is entitled to receive out of the assets of the Company
available therefor, before any distribution or payment is made to the holders of
common stock or to any other class of capital stock of the Company ranking
junior to the Company's preferred stock, liquidation payments in the amount of
$0.35 per share. White Mountains may not transfer the redeemable preferred
stock, except to one of its majority-owned subsidiaries.
In May 1996, the Company repurchased 1,000,000 shares of its common stock
from MediaOne for a purchase price of $26.50 per share. At the same time, the
Company also entered into forward agreements with two financial institutions
(the Counterparties) in respect of 1,750,000 shares (the Forward Shares) of the
Company's common stock. Under the forward agreements, the Company has the
obligation either: (i) to purchase the Forward Shares from the Counterparties
for a price equal to $26.50 per share plus carrying costs or (ii) to direct the
Counterparties to sell the Forward Shares, with the Company receiving any excess
or making up any shortfall between the sale proceeds and $26.50 per share plus
carrying costs in cash or additional shares, at its option. At the same time it
entered into the forward agreements, the Company made the economic benefit and
risk of 750,000 of these shares available for subscription by certain of the
Company's employees and directors. When an individual participant exercises
Forward Shares under the subscription program, the Company settles with the
participant but does not necessarily close out the corresponding Forward Share
position with the Counterparties. These settlements during 1999, 1998 and 1997
were $0, $733,000 and $2,142,000,
<PAGE>
respectively. By the fourth quarter of 1997, such exercises by participants had
increased the number of shares allocated to the Company from 1,000,000 shares to
1,187,800 shares. During the fourth quarter of 1997, the Company purchased
1,187,800 Forward Shares for $33,910,000 by exercising rights under the forward
agreements. At December 31, 1999, 562,200 Forward Shares remained in the
program. Of these, 33,078 shares were held for the benefit of the Company as a
result of the repurchase of Forward Shares from employees and directors, and
529,122 shares continued to be held for the benefit of employees and directors.
In the fourth quarter of 1999, the Company entered into additional forward
agreements with two counterparties to purchase 750,000 Forward Shares at an
initial cost of $53.50 per share. These agreements are similar to the Forward
Share agreements described above, and the economic benefit and risk of these
shares are for the account of the Company's employees and directors as described
above. At December 31, 1999, all 750,000 shares were outstanding. In total, for
both plans, net income will be affected by approximately $831,000, or $0.03 per
share, for each dollar change in the Company's share price. The Company has
recognized compensation expense for the difference between (i) the $26.50
per-share price for the 1996 Forward Shares and $53.50 per-share price for the
1999 Forward Shares, plus the carrying cost and (ii) the market value at
December 31, 1999, 1998 and 1997 of $(1,865,000), $2,495,000 and $8,951,000,
respectively.
On November 3, 1998, the Company and XL closed a transaction to create two
new Bermuda-based financial guaranty insurance companies. Each of the new
companies was initially capitalized with approximately $100,000,000. One
company, Financial Security Assurance International Ltd., is an indirect
subsidiary of FSA, and the other company, XL Financial Assurance Ltd, is a
subsidiary of XL. The Company has a minority interest in the XL subsidiary, and
XL has a minority interest in the FSA indirect subsidiary. In conjunction with
forming the new companies, the Company and XL exchanged $80,000,000 of their
respective common shares, with the Company delivering to XL 1,632,653 common
shares out of treasury. Prior to the closing of the transaction with XL, the
Company had entered into an agreement with an unrelated third party to sell for
cash, at no gain or loss, $60,000,000 of the XL shares. This $60,000,000 was
used to fund, in part, the Company's investment in Financial Security Assurance
International Ltd.
8. DIVIDENDS AND CAPITAL REQUIREMENTS
Under New York Insurance Law, FSA may pay a dividend to the Company
without the prior approval of the Superintendent of the New York State Insurance
Department only from earned surplus subject to the maintenance of a minimum
capital requirement. In addition, the dividend, together with all dividends
declared or distributed by FSA during the preceding twelve months, may not
exceed the lesser of 10% of its policyholders' surplus shown on FSA's last filed
statement, or adjusted net investment income, as defined, for such twelve-month
period. As of December 31, 1999, FSA had $81,960,000 available for the payment
of dividends over the next twelve months. In addition, the Company holds
$120,000,000 of surplus notes of FSA. Payments of principal or interest on such
notes may be made with the approval of the New York Insurance Department. In
1998, FSA repurchased $8,500,000 of its shares from its parent, representing the
balance remaining of $75,000,000 that had been approved for repurchase by the
New York Insurance Department.
9. CREDIT ARRANGEMENTS AND ADDITIONAL CLAIMS-PAYING RESOURCES
FSA has a credit arrangement aggregating $150,000,000 at December 31,
1999, which is provided by commercial banks and intended for general application
to transactions insured by the Subsidiaries. At
<PAGE>
December 31, 1999, there were no borrowings under this arrangement, which
expires on April 28, 2000, if not extended. In addition, there are credit
arrangements assigned to specific insured transactions. In August 1994, FSA
entered into a facility agreement with Canadian Global Funding Corporation and
Hambros Bank Limited. Under the agreement, which expires in August 2004, FSA can
arrange financing for transactions subject to certain conditions. The amount of
this facility was $186,911,000, of which $99,302,000 was unutilized at December
31, 1999.
FSA has a standby line of credit commitment in the amount of $240,000,000
with a group of international banks to provide loans to FSA after it has
incurred, during the term of the facility, cumulative municipal losses (net of
any recoveries) in excess of the greater of $230,000,000 or 5.75% of average
annual debt service of the covered portfolio. The obligation to repay loans made
under this agreement is a limited recourse obligation payable solely from, and
collateralized by, a pledge of recoveries realized on defaulted insured
obligations in the covered portfolio, including certain installment premiums and
other collateral. This commitment has a term beginning on April 30, 1999 and
expiring on April 30, 2006 and contains an annual renewal provision subject to
approval by the banks. No amounts have been utilized under this commitment as of
December 31, 1999.
10. LONG-TERM DEBT
On September 18, 1997, the Company issued $130,000,000 of 7.375% Senior
Quarterly Income Debt Securities (Senior QUIDS) due September 30, 2097 and
callable without premium or penalty on or after September 18, 2002. Interest on
these notes is paid quarterly beginning on December 31, 1997. Debt issuance
costs of $4,320,000 are being amortized over the life of the debt. The Company
used the proceeds to repay $30,000,000 of outstanding notes, to augment capital
in the Subsidiaries, to repurchase Forward Shares (see Note 7) and for general
corporate purposes.
On November 13, 1998, the Company issued $100,000,000 of 6.950% Senior
QUIDS due November 1, 2098 and callable without premium or penalty on or after
November 1, 2003. Interest is paid quarterly beginning on February 1, 1999. Debt
issuance costs of $3,375,000 are being amortized over the life of the debt. The
Company used the proceeds to augment capital in the Subsidiaries and for general
corporate purposes.
11. EMPLOYEE BENEFIT PLANS
The Subsidiaries maintain both a qualified and a non-qualified,
non-contributory defined contribution pension plan for the benefit of all
eligible employees. The Subsidiaries' contributions are based upon a fixed
percentage of employee compensation. Pension expense, which is funded as
accrued, amounted to $1,788,000 (net of forfeitures of $1,316,000), $2,584,000
and $2,535,000 for the years ended December 31, 1999, 1998 and 1997,
respectively.
The Subsidiaries have an employee retirement savings plan for the benefit
of all eligible employees. The plan permits employees to contribute a percentage
of their salaries up to limits prescribed by the Internal Revenue Service [IRS
Code, Section 401(k)]. The Subsidiaries' contributions are discretionary, and
none have been made.
Pursuant to the 1993 Equity Participation Plan, 3,610,780 shares of common
stock, subject to anti-dilutive adjustment, were reserved for awards of options,
restricted shares of common stock, and
<PAGE>
performance shares to employees for the purpose of providing, through the grant
of long-term incentives, a means to attract and retain key personnel and to
provide to participating officers and other key employees long-term incentives
for sustained high levels of performance. The 1993 Equity Participation Plan
also contains provisions that permit the Human Resources Committee to pay all or
a portion of employees' bonuses in the form of shares of common stock credited
to the employees at a 15% discount from current market value and paid to
employees five years from the date of award. Up to an aggregate of 10,000,000
shares may be allocated to such equity bonuses.
Performance shares are awarded under the Company's 1993 Equity
Participation Plan. The Plan authorizes the discretionary grant of performance
shares by the Human Resources Committee to key employees of the Company and its
subsidiaries. The number of shares of the Company's common stock earned for each
performance share depends upon the attainment by the Company of certain growth
rates of adjusted book value per outstanding share over a three-year period. At
each payout date, each performance share is adjusted to pay out from zero up to
two common shares. No common shares are paid out if the compound annual growth
rate of the Company's adjusted book value per outstanding share was less than
7%. Two common shares per performance share are paid out if the compound annual
growth rate was 19% or greater. Payout percentages are interpolated for compound
annual growth rates between 7% and 19%.
Performance shares granted under the 1993 Equity Participation Plan were
as follows:
Outstanding
at Granted Earned Forfeited Outstanding Market
Beginning During During During at End Price at
of Year the Year the Year the Year of Year Grant Date
------- -------- -------- -------- ------- ----------
1997 1,374,340 253,057 201,769 59,253 1,366,375 $35.5000
1998 1,366,375 273,656 229,378 26,145 1,384,508 46.0625
1999 1,384,508 236,915 352,726 45,672 1,223,025 53.6250
The Company applies APB Opinion 25 and related Interpretations in
accounting for its performance shares. The Company estimates the final cost of
these performance shares and accrues for this expense over the performance
period. The accrued expense for the performance shares was $33,442,000,
$40,862,000 and $29,500,000 for the years ended December 31, 1999, 1998 and
1997, respectively. In tandem with this accrued expense, the Company estimates
those performance shares that it expects to settle in stock and records this
amount in shareholders' equity as deferred compensation. The remainder of the
accrual, which represents the amount of performance shares that the Company
estimates it will settle in cash, is recorded in accrued expenses and other
liabilities. In 1996, the Company adopted disclosure provisions of SFAS No. 123.
Had the compensation cost for the Company's performance shares been determined
based upon the provisions of SFAS No. 123, there would have been no effect on
the Company's reported net income and earnings per share.
In November 1994, the Company created a rabbi trust and appointed an
independent trustee authorized to purchase shares of the Company's common stock
in open-market transactions, at times and prices determined by the trustee.
These purchases are intended to fund future obligations relating to equity
bonuses, performance shares and stock options under the 1993 Equity
Participation Plan and other employee benefit plans and are presented as
treasury stock in these financial statements.
The Company does not currently provide post-retirement benefits, other
than under its defined contribution plans, to its employees, nor does it provide
post-employment benefits to former employees other than under its severance
plans.
<PAGE>
12. COMMITMENTS AND CONTINGENCIES
The Company and its Subsidiaries lease office space and equipment under
non-cancelable operating leases, which expire at various dates through 2005.
Future minimum rental payments are as follows (in thousands):
Year Ended December 31,
2000 $3,228
2001 2,915
2002 2,660
2003 2,683
2004 2,683
Thereafter 2,459
-------
Total $16,628
=======
Rent expense for the years ended December 31, 1999, 1998 and 1997 was
$4,352,000, $4,372,000 and $4,067,000, respectively.
During the ordinary course of business, the Company and its Subsidiaries
become parties to certain litigation. Management believes that these matters
will be resolved with no material impact on the Company's financial position,
results of operations or cash flows.
13. REINSURANCE
The Subsidiaries reinsure portions of their risks with affiliated (see
Note 15) and unaffiliated reinsurers under quota share, first-loss and
excess-of-loss treaties and on a facultative basis. The Subsidiaries' principal
ceded reinsurance program consisted in 1999 of two quota share treaties, a
combination quota share and aggregate excess-of-loss treaty, four first-loss
treaties and seven automatic facultative facilities. One quota share treaty
covered all of the Subsidiaries' approved regular lines of business, except U.S.
municipal obligation insurance. Under this treaty in 1999, the Subsidiaries
ceded 7.25% of each covered policy, up to a maximum of $14,500,000 insured
principal per policy. At their option, the Subsidiaries could have increased,
and in certain instances did increase, the ceding percentage to 14.5% up to
$29,000,000 of each covered policy. A second quota share treaty covered the
Subsidiaries' U.S. municipal obligation insurance business. Under this treaty in
1999, the Subsidiaries ceded 6.5% of each covered policy that is classified by
the Subsidiaries as providing U.S. municipal bond insurance as defined by
Article 69 of the New York Insurance Law up to a limit of $17,333,000 per single
risk, which is defined by revenue source. At their option, the Subsidiaries
could have increased, and in certain instances did increase, the ceding
percentage to 35% up to $93,333,000 per single risk. These cession percentages
under both treaties were reduced on smaller sized transactions. The combination
quota share and aggregate excess-of-loss treaty covers qualifying
emerging-market collateralized debt obligations. This treaty reinsures (i) on a
quota share basis 50% of such transactions insured in 1999 and 2000 and (ii) on
an aggregate excess-of-loss basis 90% of the Subsidiaries' net losses on
qualifying transactions in excess of $50,000,000, up to a limit of liability of
$200,000,000. The four first-loss treaties applied to qualifying U.S.
mortgage-backed, U.S. auto loan-backed, U.S. multifamily housing and
collateralized debt obligations. Under the seven automatic facultative
facilities in 1999, the Subsidiaries, at their option, could allocate up to a
specified amount for each reinsurer (ranging from
<PAGE>
$4,000,000 to $100,000,000 depending on the reinsurer) for each transaction,
subject to limits and exclusions, in exchange for which the Subsidiaries agreed
to cede in the aggregate a specified percentage of gross par insured by the
Subsidiaries. Each of the quota share treaties and automatic facultative
facilities allowed the Subsidiaries to withhold a ceding commission to defray
their expenses. The Subsidiaries also employed non-treaty quota share and
first-loss facultative reinsurance on various transactions in 1999.
In the event that any or all of the reinsuring companies were unable to
meet their obligations to the Subsidiaries, or contested such obligations, the
Subsidiaries would be liable for such defaulted amounts. The Subsidiaries have
also assumed reinsurance of municipal obligations from unaffiliated insurers.
Amounts reinsured were as follows (in thousands):
<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Written premiums ceded $ 132,236 $ 99,413 $63,513
Written premiums assumed 995 935 1,352
Earned premiums ceded 63,615 55,939 41,713
Earned premiums assumed 2,514 4,271 5,121
Loss and loss adjustment expense payments ceded (2,461) 22,619 2,862
Loss and loss adjustment expense payments
assumed 1 3 2
Incurred (recovered) losses and loss adjustment
expenses ceded 3,124 (4,673) 3,605
Incurred (recovered) losses and loss adjustment
expenses assumed 40 (139) 161
</TABLE>
December 31,
------------
1999 1998
---- ----
Principal outstanding ceded $45,313,349 $32,914,844
Principal outstanding assumed 1,245,430 1,360,916
Deferred premium revenue ceded 285,105 217,096
Deferred premium revenue assumed 9,100 10,799
Loss and loss adjustment expense reserves ceded 9,492 6,421
Loss and loss adjustment expense reserves assumed 762 723
14. OUTSTANDING EXPOSURE AND COLLATERAL
The Company's policies insure the scheduled payments of principal and
interest on asset-backed and municipal obligations. The principal amount insured
(in millions) as of December 31, 1999 and 1998 (net of amounts ceded to other
insurers) and the terms to maturity are as follows:
<PAGE>
<TABLE>
<CAPTION>
December 31, 1999 December 31, 1998
----------------- -----------------
Terms to Maturity Asset-Backed Municipal Asset-Backed Municipal
- ----------------- ------------ --------- ------------ ---------
<S> <C> <C> <C> <C>
0 to 5 Years $10,272 $ 3,351 $ 8,468 $ 2,756
5 to 10 Years 13,911 8,741 7,516 7,495
10 to 15 Years 8,956 15,441 5,661 12,427
15 to 20 Years 814 24,711 670 20,265
20 Years and Above 16,762 26,979 15,308 24,107
------- ------- ------- -------
Total $50,715 $79,223 $37,623 $67,050
======= ======= ======= =======
</TABLE>
The principal amount ceded as of December 31, 1999 and 1998 and the terms
to maturity are as follows (in millions):
<TABLE>
<CAPTION>
December 31, 1999 December 31, 1998
----------------- -----------------
Terms to Maturity Asset-Backed Municipal Asset-Backed Municipal
- ----------------- ------------ --------- ------------ ---------
<S> <C> <C> <C> <C>
0 to 5 Years $ 3,962 $ 1,477 $2,727 $ 1,157
5 to 10 Years 4,055 2,307 1,859 2,143
10 to 15 Years 1,777 3,995 1,116 3,022
15 to 20 Years 769 7,423 591 4,852
20 Years and Above 3,313 16,235 3,230 12,218
------- ------- ------ -------
Total $13,876 $31,437 $9,523 $23,392
======= ======= ====== =======
</TABLE>
The Company limits its exposure to losses from writing financial
guarantees by underwriting investment-grade obligations, diversifying its
portfolio and maintaining rigorous collateral requirements on asset-backed
obligations, as well as through reinsurance. The gross principal amounts of
insured obligations in the asset-backed insured portfolio are backed by the
following types of collateral (in millions):
<TABLE>
<CAPTION>
Net of Amounts Ceded Ceded
December 31, December 31,
------------ ------------
Types of Collateral 1999 1998 1999 1998
- ------------------- ------- ------- ------- ------
<S> <C> <C> <C> <C>
Residential mortgages $16,713 $15,647 $ 3,198 $3,324
Consumer receivables 15,102 12,539 3,374 3,663
Government securities 1,010 821 483 267
Pooled corporate obligations 15,446 6,776 5,590 1,388
Commercial mortgage portfolio:
Commercial real estate 12 15 38 49
Corporate secured 42 42 300 314
Investor-owned utility obligations 733 757 466 464
Other asset-backed obligations 1,657 1,026 427 54
------- ------- ------- ------
Total asset-backed obligations $50,715 $37,623 $13,876 $9,523
======= ======= ======= ======
</TABLE>
The gross principal amount of insured obligations in the municipal insured
portfolio includes the following types of issues (in millions):
<PAGE>
<TABLE>
<CAPTION>
Net of Amounts Ceded Ceded
December 31, December 31,
------------ ------------
Types of Issues 1999 1998 1999 1998
- --------------- ------- ------- ------- -------
<S> <C> <C> <C> <C>
General obligation bonds $31,446 $25,337 $ 6,237 $ 4,517
Housing revenue bonds 2,780 2,509 1,064 1,108
Municipal utility revenue bonds 11,293 9,218 7,326 5,489
Health care revenue bonds 5,950 5,812 4,674 3,348
Tax-supported bonds (non-general obligation) 17,719 14,731 7,095 5,238
Transportation revenue bonds 3,482 2,937 2,918 2,154
Other municipal bonds 6,553 6,506 2,123 1,538
------- ------- ------- -------
Total municipal obligations $79,223 $67,050 $31,437 $23,392
======= ======= ======= =======
</TABLE>
In its asset-backed business, the Company considers geographic
concentration as a factor in underwriting insurance covering securitizations of
pools of such assets as residential mortgages or consumer receivables. However,
after the initial issuance of an insurance policy relating to such
securitization, the geographic concentration of the underlying assets may not
remain fixed over the life of the policy. In addition, in writing insurance for
other types of asset-backed obligations, such as securities primarily backed by
government or corporate debt, geographic concentration is not deemed by the
Company to be significant, given other more relevant measures of
diversification, such as issuer or industry.
The Company seeks to maintain a diversified portfolio of insured municipal
obligations designed to spread its risk across a number of geographic areas. The
following table sets forth, by state, those states in which municipalities
located therein issued an aggregate of 2% or more of the Company's net par
amount outstanding of insured municipal securities as of December 31, 1999:
<TABLE>
<CAPTION>
Net Par Percent of Total Ceded Par
Number Amount Municipal Net Par Amount
State of Issues Outstanding Amount Outstanding Outstanding
----- --------- ----------- ------------------ -----------
(in millions) (in millions)
<S> <C> <C> <C> <C>
California 575 $11,543 14.6% $ 3,737
New York 428 7,006 8.8 4,918
Pennsylvania 403 5,509 7.0 1,313
Texas 469 5,095 6.4 2,075
Florida 147 4,696 5.9 1,966
New Jersey 317 4,444 5.6 2,500
Illinois 420 4,103 5.2 1,304
Massachusetts 132 2,568 3.2 1,356
Michigan 274 2,543 3.2 538
Wisconsin 298 2,184 2.8 253
Washington 167 1,736 2.2 665
All Other U.S. Jurisdictions 1,758 26,390 33.3 9,559
International 31 1,406 1.8 1,253
----- ------- ----- -------
Total 5,419 $79,223 100.0% $31,437
===== ======= ===== =======
</TABLE>
<PAGE>
15. RELATED PARTY TRANSACTIONS
The Subsidiaries ceded premiums of $28,388,000, $23,838,000 and
$21,216,000 to Tokio Marine for the years ended December 31, 1999, 1998 and
1997, respectively. The amounts included in prepaid reinsurance premiums at
December 31, 1999 and 1998 for reinsurance ceded to Tokio Marine were
$76,327,000 and $62,422,000, respectively. Reinsurance recoverable on unpaid
losses ceded to Tokio Marine was $4,889,000 and $612,000 at December 31, 1999
and 1998, respectively. The Subsidiaries ceded losses and loss adjustment
expenses of $3,376,000, $603,000 and $1,095,000 to Tokio Marine for the years
ended December 31, 1999, 1998 and 1997, respectively. The Subsidiaries ceded
premiums of $19,840,000, $7,297,000 and $15,000 to XL Insurance Company Ltd and
XL Financial Assurance Ltd, subsidiaries of XL, for the years ended December 31,
1999, 1998 and 1997, respectively. The amounts included in prepaid reinsurance
premiums at December 31, 1999 and 1998 for reinsurance ceded to XL Insurance
Company Ltd and XL Financial Assurance Ltd were $15,813,000 and $5,306,000,
respectively.
The Subsidiaries ceded premiums of $84,000, $203,000 and $351,000 on a
quota share basis to Commercial Reinsurance Company, an affiliate of MediaOne,
for the years ended December 31, 1999, 1998 and 1997, respectively. The amounts
included in prepaid reinsurance premiums for reinsurance ceded to this affiliate
were $1,728,000 and $2,464,000 at December 31, 1999 and 1998, respectively. The
amounts of reinsurance recoverable on unpaid losses ceded to this affiliate at
December 31, 1999 and 1998 were $501,000 and $519,000, respectively. The
Subsidiaries ceded losses and loss adjustment expenses (recoveries) of
$(22,000), $(7,822,000) and $1,569,000 to this affiliate for the years ended
December 31, 1999, 1998 and 1997, respectively.
The Subsidiaries ceded premiums of $25,659,000 and $16,539,000 on a quota
share basis to Enhance Reinsurance Company and Asset Guaranty Insurance Company,
former affiliates of MediaOne, for the years ended December 31, 1998 and 1997,
respectively. The amount included in prepaid reinsurance premiums for
reinsurance ceded to these former affiliates was $58,624,000 at December 31,
1998. The amount of reinsurance recoverable on unpaid losses ceded to these
former affiliates at December 31, 1998 was $1,236,000. The Subsidiaries ceded
losses and loss adjustment expenses (recoveries) of $(4,134,000) and $536,000 to
these affiliates for the years ended December 31, 1998 and 1997, respectively.
16. DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS
The following estimated fair values have been determined by the Company
using available market information and appropriate valuation methodologies.
However, considerable judgment is necessary to interpret the data to develop the
estimates of fair value. Accordingly, the estimates presented herein are not
necessarily indicative of the amount the Company could realize in a current
market exchange. The use of different market assumptions and/or estimation
methodologies may have a material effect on the estimated fair value amounts.
Bonds and equity investments -- The carrying amount represents fair value.
The fair value is based upon quoted market price.
Short-term investments -- The carrying amount is fair value, which
approximates cost due to the short maturity of these instruments.
<PAGE>
Cash, receivable for investments sold and payable for investments
purchased -- The carrying amount approximates fair value because of the short
maturity of these instruments.
Investments in unconsolidated affiliates -- The carrying amount is fair
value due to accounting for these investments on the equity method of
accounting.
Deferred premium revenue, net of prepaid reinsurance premiums -- The
carrying amount of deferred premium revenue, net of prepaid reinsurance
premiums, represents the Company's future premium revenue, net of reinsurance,
on policies where the premium was received at the inception of the insurance
contract. The fair value of deferred premium revenue, net of prepaid reinsurance
premiums, is an estimate of the premiums that would be paid under a reinsurance
agreement with a third party to transfer the Company's financial guaranty risk,
net of that portion of the premiums retained by the Company to compensate it for
originating and servicing the insurance contract.
Installment premiums -- Consistent with industry practice, there is no
carrying amount for installment premiums since the Company will receive premiums
on an installment basis over the term of the insurance contract. Similar to
deferred premium revenue, the fair value of installment premiums is the
estimated present value of the future contractual premium revenues that would be
paid under a reinsurance agreement with a third party to transfer the Company's
financial guaranty risk, net of that portion of the premium retained by the
Company to compensate it for originating and servicing the insurance contract.
Losses and loss adjustment expenses, net of reinsurance recoverable on
unpaid losses -- The carrying amount is fair value, which is the present value
of the expected cash flows for specifically identified claims and potential
losses in the Company's insured portfolio.
<TABLE>
<CAPTION>
December 31, 1999 December 31, 1998
----------------- -----------------
Carrying Estimated Carrying Estimated
(In thousands) Amount Fair Value Amount Fair Value
------ ---------- ------ ----------
<S> <C> <C> <C> <C>
Assets:
Bonds $1,852,669 $1,852,669 $1,708,040 $1,708,040
Equity investments 23,606 23,606 68,243 68,243
Short-term investments 263,747 263,747 98,554 98,554
Cash 6,284 6,284 3,490 3,490
Receivable for securities sold 40,635 40,635 1,655 1,655
Investment in unconsolidated
affiliates 29,709 29,709 29,496 29,496
Liabilities:
Deferred premium revenue, net of
prepaid reinsurance premiums 559,041 468,784 504,603 417,130
Losses and loss adjustment
expenses, net of reinsurance
recoverable on unpaid losses 77,817 77,817 65,586 65,586
Notes payable 230,000 188,576 230,000 232,736
Payable for investments purchased 243,519 243,519 105,859 105,859
Off-balance-sheet instruments:
Installment premiums -- 237,802 -- 163,239
</TABLE>
<PAGE>
17. LIABILITY FOR LOSSES AND LOSS ADJUSTMENT EXPENSES
The Company's liability for losses and loss adjustment expenses consists
of the case basis and general reserves. Activity in the liability for losses and
loss adjustment expenses is summarized as follows (in thousands):
<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------
1999 1998 1997
------- -------- --------
<S> <C> <C> <C>
Balance at January 1 $72,007 $ 75,417 $ 72,079
Less reinsurance recoverable 6,421 30,618 29,875
------- -------- --------
Net balance at January 1 65,586 44,799 42,204
Incurred losses and loss adjustment expenses:
Current year 8,575 8,049 5,400
Prior years 254 (4,100) 3,756
Recovered (paid) losses and loss adjustment expenses:
Current year -- -- --
Prior years 3,402 16,838 (6,561)
------- -------- --------
Net balance December 31 77,817 65,586 44,799
Plus reinsurance recoverable 9,492 6,421 30,618
------- -------- --------
Balance at December 31 $87,309 $ 72,007 $ 75,417
======= ======== ========
</TABLE>
During 1997, the Company increased its general reserve by $9,156,000, of
which $5,400,000 was for originations of new business and $3,756,000 was to
reestablish a portion of the general reserve that had been previously
transferred to case basis reserves. During 1997, the Company transferred
$4,503,000 to case basis reserves. Giving effect to these transfers, the general
reserve totaled $34,313,000 at December 31, 1997.
During 1998, the Company increased its general reserve by $3,949,000, of
which $8,049,000 was for originations of new business offset by a $4,100,000
decrease in the amount needed to fund the general loss reserve primarily because
of recoveries on certain commercial mortgage transactions. During 1998, the
Company transferred $18,403,000 to its general reserve from case basis reserves
due to those recoveries on commercial mortgage transactions. Also during 1998,
the Company transferred $9,414,000 from its general reserve to case basis
reserves associated predominantly with certain consumer receivable transactions.
Giving effect to these transfers, the general reserve totaled $47,251,000 at
December 31, 1998.
During 1999, the Company increased its general reserve by $8,829,000, of
which $8,575,000 was for originations of new business and $254,000 was for the
reestablishment of the general reserve. Also during 1999, the Company
transferred to the general reserve $3,549,000 representing recoveries received
on prior-year transactions and transferred from the general reserve to case
basis reserves $4,580,000. Giving effect to these transfers, the general reserve
totaled $54,971,000 at December 31, 1999.
Reserves for losses and loss adjustment expenses are discounted at
risk-free rates for the general reserve and for the case basis reserves at rates
between 5.5% and 6.1%. The amount of discount taken was approximately
$31,113,000, $28,564,000 and $19,779,000 at December 31, 1999, 1998 and 1997,
respectively.
<PAGE>
18. QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
<TABLE>
<CAPTION>
(In thousands, except share data) First Second Third Fourth Full Year
----- ------ ----- ------ ---------
<S> <C> <C> <C> <C> <C>
1999
Gross premiums written $78,334 $71,925 $111,959 $100,453 $362,671
Net premiums written 49,910 51,835 70,853 57,837 230,435
Net premiums earned 41,294 42,774 42,701 48,190 174,959
Net investment income 22,024 22,736 24,432 25,531 94,723
Losses and loss adjustment expenses 2,175 1,825 1,950 2,879 8,829
Income before taxes 42,849 29,296 38,396 53,437 163,978
Net income 32,157 23,472 29,707 40,069 125,405
Basic earnings per common share 1.05 0.77 0.97 1.28 4.08
Diluted earnings per common share 1.01 0.73 0.93 1.22 3.89
1998
Gross premiums written $54,338 $89,242 $77,024 $98,662 $319,266
Net premiums written 37,947 62,121 54,462 65,323 219,853
Net premiums earned 31,921 32,452 32,618 40,936 137,927
Net investment income 18,683 19,255 19,710 21,175 78,823
Losses and loss adjustment expenses 1,047 1,047 1,046 809 3,949
Income before taxes 32,817 36,184 48,016 40,234 157,251
Net income 24,314 26,739 34,604 29,699 115,356
Basic earnings per common share 0.84 0.92 1.20 1.00 3.96
Diluted earnings per common share 0.81 0.88 1.15 0.96 3.77
</TABLE>
19. EARNINGS PER SHARE
The calculations of average basic and diluted common shares outstanding
are as follows (in thousands):
Year Ended December 31,
-----------------------
1999 1998 1997
------ ------ ------
Average common shares outstanding 30,322 28,854 29,858
Shares earned but unissued under
equity-based compensation plans 398 248 170
------ ------ ------
Average basic common shares outstanding 30,720 29,102 30,028
Shares contingently issuable under:
Equity-based compensation plans 656 622 395
Redeemable preferred stock 874 875 490
------ ------ ------
Average diluted common shares
outstanding 32,250 30,599 30,913
====== ====== ======
20. INVESTMENTS IN UNCONSOLIDATED AFFILIATES
In June 1998, the Company invested $10,000,000 to purchase 1,000,000
shares of common stock, representing a 25% interest, in Fairbanks Capital
Holding Corp. (Fairbanks), which buys, sells and services residential mortgages.
In October 1999, the Company invested $4,517,000 to purchase 361,333 shares of
preferred stock in Fairbanks and holds an approximate 22.2% interest in
Fairbanks as of
<PAGE>
December 31, 1999. The Company's investment in Fairbanks is
accounted for using the equity method of accounting. Amounts recorded by the
Company in connection with Fairbanks as of December 31, 1999 and 1998 are as
follows (in thousands):
1999 1998
-------- -------
Investment in Fairbanks $ 13,078 $ 9,263
Equity in earnings (losses) from Fairbanks, net of
goodwill amortization (702) (788)
At December 31, 1999 and 1998, the Company's retained earnings included
$(1,490,000) and $(788,000), respectively, of accumulated undistributed earnings
(losses) of Fairbanks (net of goodwill amortization).
In November 1998, the Company invested $19,900,000 to purchase a 19.9%
interest in XL Financial Assurance Ltd (XLFA), a financial guaranty insurance
subsidiary of XL (see Note 7). In February 1999, the Company sold $4,900,000 of
its interest back to XLFA, giving the Company a 15.0% interest in XLFA as of
December 31, 1999. The Company's investment in XLFA is accounted for using the
equity method of accounting because the Company has significant influence over
XLFA's operations. Amounts recorded by the Company in connection with XLFA as of
December 31, 1999 and 1998 are as follows (in thousands):
1999 1998
------- -------
Investment in XLFA $16,631 $20,233
Equity in earnings from XLFA 1,372 333
Dividends received from XLFA 74 --
At December 31, 1999 and 1998, the Company's retained earnings included
$1,631,000 and $333,000, respectively, of accumulated undistributed earnings of
XLFA.
21. MINORITY INTEREST IN SUBSIDIARY
In November 1998, Financial Security Assurance International Ltd.
(International), a Bermuda-based financial guaranty subsidiary of FSA (see Note
7), sold to XL $20,000,000 of preferred shares representing a minority interest
in International. In December 1999, International sold to XL an additional
$10,000,000 of preferred shares to maintain its minority ownership percentage.
The preferred shares are Cumulative Participating Voting Preferred Shares, which
in total have a minimum fixed dividend of $1,500,000 per annum. For the years
ended December 31, 1999 and 1998, the Company recognized minority interest of
$2,715,000 and $388,000, respectively.
22. SUBSEQUENT EVENT
On March 14, 2000, the Company announced that it had entered into a merger
agreement pursuant to which the Company would become a wholly owned subsidiary
of Dexia S.A., a publicly held Belgian corporation, subject to shareholder
approval and satisfaction of regulatory and other closing conditions. Pursuant
to the merger, each outstanding share of the Company's common stock will be
converted into the right to receive $76.00 in cash. Dexia S.A., through its bank
subsidiaries, is primarily engaged in the business of public finance in France,
Belgium and other European countries.
<PAGE>
In conjunction with this transaction, the Company anticipates, at closing,
valuing its liabilities under the Company's equity-based compensation plans at
the transaction price and changing its assumption regarding those plans by
assuming all future payments will be settled in cash or, as the case may be,
exchanged at the cash value for alternative investments and settled upon
expiration of any applicable deferral period. It also intends to settle its
Forward Share agreements at the merger price.
While the effect on the Company's consolidated operating results and
financial position between December 31, 1999 and the closing date (assuming the
transaction closes) cannot be accurately predicted, had the above transaction
been effective at December 31, 1999, the pro forma effect would have been to
decrease reported 1999 net income and December 31, 1999 stockholders' equity by
$44,700,000 and $18,800,000, respectively.
There can be no assurance that this transaction will close or that it will
close without modification.
<PAGE>
[page 48 of Annual Report]
Common Stock Data
<TABLE>
<CAPTION>
Market Price
-------------------------------------------
Dividends per
Share High Low Close
<S> <C> <C> <C> <C>
1999
Quarter ended March 31 $0.1125 $55.4375 $46.1250 $49.6250
Quarter ended June 30 $0.1125 59.1250 47.8125 52.0000
Quarter ended September 30 $0.1200 55.5000 46.6875 51.6875
Quarter ended December 31 $0.1200 60.2500 47.8750 52.1250
1998
Quarter ended March 31 $0.1075 $56.4375 $44.0000 $54.6250
Quarter ended June 30 $0.1075 60.3750 54.6250 58.7500
Quarter ended September 30 $0.1125 61.1250 45.2500 48.7500
Quarter ended December 31 $0.1125 56.7500 38.8750 54.2500
</TABLE>
Exhibit 21
SUBSIDIARIES
OF
FINANCIAL SECURITY ASSURANCE HOLDINGS LTD.
Financial Security Assurance Inc. (incorporated in the State of New York)
FSA Insurance Company (incorporated in the State of Oklahoma)
Financial Security Assurance International Ltd. (incorporated in Bermuda)
Financial Security of Oklahoma, Inc. (incorporated in the State of Oklahoma)
Financial Security Assurance (U.K.) Limited (incorporated in the United Kingdom)
Transaction Services Corp. (incorporated in the State of New York)
FSA Portfolio Management Inc. (incorporated in the State of New York)
Exhibit 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statements of
Financial Security Assurance Holdings Ltd. on Form S-8 (File No. 33-78784) (1993
Equity Participation Plan), Form S-8 (File No. 33-92648) (Deferred Compensation
Plan), Form S-3 (File No. 33-80769) (in connection with USW DECS and Forward
Shares), and Form S-3 (File Nos. 333-74165 and 333-92985) (Debt Securities,
Common Stock, Stock Purchase Contracts, Stock Purchase Units and Preferred
Stock), of:
1. Our report dated January 25, 2000, except for Note 22, as to which the date
is March 14, 2000, on our audits of the consolidated balance sheets of Financial
Security Assurance Holdings Ltd. and Subsidiaries as of December 31, 1999 and
1998, and the related consolidated statements of income, changes in
shareholders' equity and cash flows for each of the three years in the period
ended December 31, 1999, which report is incorporated by reference in this
Annual Report on Form 10-K for the fiscal year ended December 31, 1999;
2. Our report dated January 25, 2000, on our audits of the financial statement
schedule relating to the consolidated financial statements of Financial Security
Assurance Holdings Ltd. and Subsidiaries, which report is included in this
Annual Report on Form 10-K for the fiscal year ended December 31, 1999; and
3. Our report dated January 25, 2000, except for Note 18, as to which the date
is March 14, 2000, on our audits of the consolidated balance sheets of Financial
Security Assurance Inc. and Subsidiaries as of December 31, 1999 and 1998, and
the related consolidated statements of income, changes in shareholder's equity
and cash flows for each of the three years in the period ended December 31,
1999, which report is included in exhibit 99 to this Annual Report on Form 10-K.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
March 24, 2000
Exhibit 24
Annual Reports on Form 10-K of
Financial Security Assurance Holdings Ltd.
POWER-OF-ATTORNEY
The undersigned, as a Director of Financial Security Assurance Holdings Ltd., a
New York corporation (the "Company"), does hereby constitute and appoint each of
Robert P. Cochran, Roger K. Taylor and Bruce E. Stern to be his agent and
attorney-in-fact, with the power to act fully hereunder and with full power of
substitution to act in the name and on behalf of the undersigned, (i) to sign in
the name and on behalf of the undersigned, as Director of the Company, and file
with the Securities and Exchange Commission, an Annual Report on Form 10-K for
each fiscal year for which the Company is required to file such an Annual
Report, and any amendments or supplements thereto, and (ii) to execute and
deliver any instruments, certificates or other documents which he shall deem
necessary or proper in connection with the filing of each such Annual Report on
Form 10-K, and any such amendment or supplement thereto, and generally to act
for and in the name of the undersigned with respect to each such filing as fully
as could the undersigned if then personally present and acting. The foregoing
Power-of-Attorney shall be in full force and effect for so long as the
undersigned shall be a Director of the Company, unless and until revoked by
written instrument delivered to the General Counsel of the Company.
IN WITNESS WHEREOF, the undersigned has executed this Power-of-Attorney on the
date set forth below.
Dated: August 12, 1999 /s/ Terry Baxter
----------------------------------------
Terry Baxter
<TABLE> <S> <C>
<ARTICLE> 7
<S> <C>
<PERIOD-TYPE> Year
<FISCAL-YEAR-END> Dec-31-1999
<PERIOD-END> Dec-31-1999
<DEBT-HELD-FOR-SALE> 2,116,416
<DEBT-CARRYING-VALUE> 0
<DEBT-MARKET-VALUE> 0
<EQUITIES> 23,606
<MORTGAGE> 0
<REAL-ESTATE> 0
<TOTAL-INVEST> 2,140,022
<CASH> 6,284
<RECOVER-REINSURE> 9,492
<DEFERRED-ACQUISITION> 198,048
<TOTAL-ASSETS> 2,905,644
<POLICY-LOSSES> 87,309
<UNEARNED-PREMIUMS> 844,146
<POLICY-OTHER> 0
<POLICY-HOLDER-FUNDS> 0
<NOTES-PAYABLE> 230,000
0
700
<COMMON> 837,190
<OTHER-SE> 414,794
<TOTAL-LIABILITY-AND-EQUITY> 2,905,644
174,959
<INVESTMENT-INCOME> 94,723
<INVESTMENT-GAINS> (13,301)
<OTHER-INCOME> 1,323
<BENEFITS> 8,829
<UNDERWRITING-AMORTIZATION> 39,809
<UNDERWRITING-OTHER> 43,043
<INCOME-PRETAX> 163,978
<INCOME-TAX> 38,573
<INCOME-CONTINUING> 125,405
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 125,405
<EPS-BASIC> 0
<EPS-DILUTED> 3.89
<RESERVE-OPEN> 65,586
<PROVISION-CURRENT> 8,575
<PROVISION-PRIOR> 254
<PAYMENTS-CURRENT> 0
<PAYMENTS-PRIOR> 3,402
<RESERVE-CLOSE> 77,817
<CUMULATIVE-DEFICIENCY> 0
</TABLE>
FINANCIAL SECURITY ASSURANCE INC. AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
A. 1999 YEAR END FINANCIAL STATEMENTS
Report of Independent Accountants.......................................................... F-2
Consolidated Balance Sheets as of December 31, 1999 and 1998............................... F-3
Consolidated Statements of Income for the Years Ended December 31, 1999, 1998
and 1997................................................................................. F-4
Consolidated Statements of Changes in Shareholder's Equity for the Years Ended
December 31, 1999, 1998, and 1997.......................................................... F-5
Consolidated Statements of Cash Flows for the Years Ended December 31, 1999, 1998
and 1997................................................................................. F-6 - F-7
Notes to Consolidated Financial Statements for the Years Ended December 31, 1999, 1998 and
1997..................................................................................... F-8 - F-27
</TABLE>
The New York State Insurance Department recognizes only statutory
accounting practices for determining and reporting the financial condition and
results of operations of an insurance company, for determining its solvency
under the New York Insurance Law, and for determining whether its financial
condition warrants the payment of a dividend to its stockholders. No
consideration is given by the New York State Insurance Department to financial
statements prepared in accordance with generally accepted accounting principles
in making such determinations.
F-1
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Shareholder and Board of Directors
of Financial Security Assurance Inc.:
In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of income, changes in shareholder's equity, and cash
flows present fairly, in all material respects, the financial position of
Financial Security Assurance Inc. and Subsidiaries (the Company) at December 31,
1999 and 1998, and the results of their operations and their cash flows for each
of the three years in the period ended December 31, 1999 in conformity with
accounting principles generally accepted in the United States. These financial
statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
auditing standards generally accepted in the United States, which require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for the opinion expressed above.
/s/ PRICEWATERHOUSECOOPERS LLP
----------------------------------------
PRICEWATERHOUSECOOPERS LLP
New York, New York
January 25, 2000, except for
Note 18, as to which the date
is March 14, 2000
F-2
<PAGE>
FINANCIAL SECURITY ASSURANCE INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
December 31, December 31,
1999 1998
---- ----
<S> <C> <C>
ASSETS
Bonds at market value (amortized cost of $1,903,932 and $1,631,094) ........ $ 1,837,085 $1,683,928
Equity investments at market value (cost of $10,100 and $34,250) ........... 9,768 37,268
Short-term investments ..................................................... 257,030 92,241
----------- ----------
Total investments ....................................................... 2,103,883 1,813,437
Cash ....................................................................... 4,153 2,729
Deferred acquisition costs ................................................. 198,048 199,559
Prepaid reinsurance premiums ............................................... 285,105 217,096
Reinsurance recoverable on unpaid losses ................................... 9,492 6,421
Receivable for securities sold ............................................. 40,635 1,656
Other assets ............................................................... 145,837 92,662
----------- ----------
TOTAL ASSETS ............................................................. $ 2,787,153 $2,333,560
=========== ==========
LIABILITIES AND MINORITY INTEREST AND SHAREHOLDER'S EQUITY
Deferred premium revenue ................................................... $ 844,146 $ 721,699
Losses and loss adjustment expenses ........................................ 87,309 72,007
Deferred federal income taxes .............................................. 53,357 95,398
Ceded reinsurance balances payable ......................................... 36,387 31,502
Payable for securities purchased ........................................... 239,295 105,749
Long-term debt ............................................................. 120,000 120,000
Minority interest .......................................................... 32,945 20,388
Accrued expenses and other liabilities ..................................... 78,768 62,226
----------- ----------
TOTAL LIABILITIES AND MINORITY INTEREST .................................. 1,492,207 1,228,969
COMMITMENTS AND CONTINGENCIES
Common stock (500 shares authorized, issued and outstanding; par value of
$30,000 per share) ....................................................... 15,000 15,000
Additional paid-in capital ................................................. 832,556 694,788
Accumulated other comprehensive income [net of deferred income tax provision
(benefit) of $(23,513) and $19,904] ...................................... (43,666) 36,964
Accumulated earnings ....................................................... 491,056 357,839
----------- ----------
TOTAL SHAREHOLDER'S EQUITY ............................................... 1,294,946 1,104,591
----------- ----------
TOTAL LIABILITIES AND MINORITY INTEREST AND SHAREHOLDER'S EQUITY ......... $ 2,787,153 $2,333,560
=========== ==========
</TABLE>
The accompanying Notes to Consolidated Financial Statements
are an integral part of these statements.
F-3
<PAGE>
FINANCIAL SECURITY ASSURANCE INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------------------
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
REVENUES:
Net premiums written .............................................. $ 230,435 $ 219,853 $ 172,878
Increase in deferred premium revenue .............................. (55,476) (81,926) (63,367)
--------- --------- ---------
Premiums earned ................................................... 174,959 137,927 109,511
Net investment income ............................................. 92,552 76,023 69,643
Net realized gains (losses) ....................................... (10,090) 21,667 6,023
Other income ...................................................... 1,307 381 10,774
--------- --------- ---------
TOTAL REVENUES .................................................. 258,728 235,998 195,951
--------- --------- ---------
EXPENSES:
Losses and loss adjustment expenses ............................... 8,829 3,949 9,156
Policy acquisition costs .......................................... 39,809 35,439 27,962
Other operating expenses .......................................... 33,210 28,502 20,717
--------- --------- ---------
TOTAL EXPENSES .................................................. 81,848 67,890 57,835
--------- --------- ---------
Minority interest and equity in earnings of unconsolidated affiliates (2,523) (388)
--------- ---------
INCOME BEFORE INCOME TAXES .......................................... 174,357 167,720 138,116
--------- --------- ---------
Provision (benefit) for income taxes:
Current ........................................................... 39,765 46,736 21,838
Deferred .......................................................... 1,375 167 16,019
--------- --------- ---------
Total provision ................................................... 41,140 46,903 37,857
--------- --------- ---------
NET INCOME ........................................................ 133,217 120,817 100,259
--------- --------- ---------
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX:
Unrealized gains (losses) on securities:
Holding gains (losses) arising during period [net of deferred
income tax provision (benefit) of $(47,498), $12,428
and $12,268] ................................................. (88,211) 23,080 22,784
Less: reclassification adjustment for losses (gains) included in
net income [net of deferred income tax benefit (provision) of
$2,509, $(7,583) and $(2,108)] ............................... 7,581 (14,084) (3,915)
--------- --------- ---------
Other comprehensive income (loss) ................................ (80,630) 8,996 18,869
--------- --------- ---------
COMPREHENSIVE INCOME ............................................... $ 52,587 $ 129,813 $ 119,128
========= ========= =========
</TABLE>
The accompanying Notes to Consolidated Financial Statements are
an integral part of these statements.
F-4
<PAGE>
FINANCIAL SECURITY ASSURANCE INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDER'S EQUITY
(Dollars in thousands)
<TABLE>
<CAPTION>
Additional Unrealized
Common Paid-In Gain (Loss) on Retained
Stock Capital Investments Earnings Total
----- ------- ----------- -------- -----
<S> <C> <C> <C> <C> <C>
BALANCE, December 31, 1996 .............. $ 15,000 $ 654,470 $ 9,099 $136,763 $ 815,332
Net income .............................. 100,259 100,259
Net change in accumulated comprehensive
income (net of deferred income taxes of
$10,160) .............................. 18,869 18,869
Stock repurchase ........................ (39,500) (39,500)
Deferred equity payout by Parent ........ 2,900 2,900
-------- --------- -------- -------- -----------
BALANCE, December 31, 1997 .............. 15,000 617,870 27,968 237,022 897,860
Net income .............................. 120,817 120,817
Net change in accumulated comprehensive
income (net of deferred income taxes of
$4,844) ............................... 8,996 8,996
Stock repurchase ........................ (8,500) (8,500)
Capital contribution from Parent ........ 80,000 80,000
Deferred equity payout by Parent ........ 5,418 5,418
-------- --------- -------- -------- -----------
BALANCE, December 31, 1998 .............. 15,000 694,788 36,964 357,839 1,104,591
Net income .............................. 133,217 133,217
Net change in accumulated comprehensive
income (net of deferred income tax
benefit of $43,417) ................... (80,630) (80,630)
Capital contribution from Parent ........ 126,439 126,439
Deferred equity payout by Parent ........ 11,329 11,329
-------- --------- -------- -------- -----------
BALANCE, December 31, 1999 .............. $ 15,000 $ 832,556 $(43,666) $491,056 $ 1,294,946
======== ========= ======== ======== ===========
</TABLE>
The accompanying Notes to Consolidated Financial Statements are
an integral part of these statements.
F-5
<PAGE>
FINANCIAL SECURITY ASSURANCE INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Cash flows from operating activities:
Premiums received, net .................................. $ 230,394 $ 247,229 $ 171,145
Policy acquisition and other operating expenses paid, net (41,852) (81,559) (50,046)
Recoverable advances paid ............................... (2,335) (4,073) (7,629)
Losses and loss adjustment expenses recovered (paid) .... 3,302 16,535 (6,463)
Net investment income received .......................... 84,423 67,268 63,207
Federal income taxes paid ............................... (44,472) (52,210) (27,080)
Interest paid ........................................... (8,168)
Other ................................................... (438) (877) 2,142
----------- ----------- -----------
Net cash provided by operating activities ............. 220,854 192,313 145,276
----------- ----------- -----------
Cash flows from investing activities:
Proceeds from sales of bonds ............................ 1,936,748 1,735,585 1,071,845
Proceeds from sales of equity investments ............... 74,593 22,571 3,568
Proceeds from maturities of bonds ....................... 32,468
Purchases of bonds ...................................... (2,129,656) (2,098,264) (1,196,117)
Purchases of equity investments ......................... (46,581) (37,034) (24,662)
Gain on sale of subsidiaries ............................ 9,486
Purchases of property and equipment ..................... (1,132) (1,071) (2,985)
Net decrease (increase) in short-term investments ....... (161,231) 15,857 (45,661)
Other investments ....................................... (2,171) 20,037
----------- ----------- -----------
Net cash used for investing activities ................ (329,430) (342,319) (152,058)
----------- ----------- -----------
Cash flows from financing activities:
Surplus notes issued .................................... 70,000 50,000
Capital contribution (a)................................. 110,000 80,000
Stock repurchase ........................................ (8,500) (39,500)
----------- ----------- -----------
Net cash provided by financing activities ............. 110,000 141,500 10,500
----------- ----------- -----------
Net increase (decrease) in cash ........................... 1,424 (8,506) 3,718
Cash at beginning of year ................................. 2,729 11,235 7,517
----------- ----------- -----------
Cash at end of year ....................................... $ 4,153 $ 2,729 $ 11,235
=========== =========== ===========
</TABLE>
(a) In December 1999, the Parent contributed its ownership in XL Financial
Assurance Ltd. to the Company at its fair value of $16,439.
Continued
The accompanying Notes to Consolidated Financial Statements are
an integral part of these statements.
F-6
<PAGE>
<TABLE>
<S> <C> <C> <C>
Reconciliation of net income to net cash flows from operating
activities:
Net income .................................................. $ 133,217 $ 120,817 $ 100,259
Increase in accrued investment income ..................... (4,271) (3,939) (1,811)
Increase in deferred premium revenue and related foreign
exchange adjustment ..................................... 54,438 82,530 62,101
Decrease (increase) in deferred acquisition costs ......... 1,511 (28,461) (24,865)
Increase (decrease) in current federal income taxes payable 4,559 2,732 (519)
Increase in unpaid losses and loss adjustment expenses .... 12,231 20,786 2,596
Increase in amounts withheld for others ................... 81 133
Provision for deferred income taxes ....................... 1,375 167 19,290
Net realized losses (gains) on investments ................ 10,090 (21,667) (6,023)
Depreciation and accretion of bond discount ............... (2,401) (3,540) (1,736)
Gain on sale of subsidiaries .............................. (9,486)
Minority interest and equity in earnings of unconsolidated
affiliates .............................................. 2,523 388
Change in other assets and liabilities .................... 7,582 22,419 5,337
--------- --------- ---------
Cash provided by operating activities ....................... $ 220,854 $ 192,313 $ 145,276
========= ========= =========
</TABLE>
The accompanying Notes to Consolidated Financial Statements are
an integral part of these statements.
F-7
<PAGE>
FINANCIAL SECURITY ASSURANCE INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
1. ORGANIZATION AND OWNERSHIP
Financial Security Assurance Inc. (the Company), an indirect wholly owned
subsidiary of Financial Security Assurance Holdings Ltd. (the Parent), is an
insurance company domiciled in the State of New York. The Company is engaged in
providing financial guaranty insurance on asset-backed and municipal
obligations. The Company's underwriting policy is to insure asset-backed and
municipal obligations that it determines would be of investment-grade quality
without the benefit of the Company's insurance. The asset-backed obligations
insured by the Company are generally issued in structured transactions and are
backed by pools of assets, such as residential mortgage loans, consumer or trade
receivables, securities or other assets having an ascertainable cash flow or
market value. The municipal obligations insured by the Company consist primarily
of general obligation bonds that are supported by the issuers' taxing power and
special revenue bonds and other special obligations of states and local
governments that are supported by the issuers' ability to impose and collect
fees and charges for public services or specific projects. Financial guaranty
insurance written by the Company guarantees scheduled payments on an issuer's
obligation. In the case of a payment default on an insured obligation, the
Company is generally required to pay the principal, interest or other amounts
due in accordance with the obligation's original payment schedule or, at its
option, to pay such amounts on an accelerated basis.
The Company expects to continue to emphasize a diversified insured
portfolio characterized by insurance of both asset-backed and municipal
obligations, with a broad geographic distribution and a variety of revenue
sources and transaction structures. The Company's insured portfolio consists
primarily of asset-backed and municipal obligations originated in the United
States, but the Company has also written and continues to pursue business in
Europe and the Asia Pacific region.
At December 31, 1997, the Parent was owned 42.1% by U S WEST Capital
Corporation (U S WEST), 12.0% by Fund American Enterprises Holdings, Inc. (Fund
American), 6.7% by The Tokio Marine and Fire Insurance Co., Ltd. (Tokio Marine)
and 39.2% by the public and employees. At December 31, 1998, the Parent was
owned 40.5% by MediaOne Capital Corporation (MediaOne), formerly U S WEST, 11.6%
by Fund American, 6.4% by Tokio Marine, 5.5% by XL Capital Ltd (XL) and 36.0% by
the public and employees. At December 31, 1999, the Parent was owned 5.3% by
MediaOne, 21.2% by White Mountains Insurance Group, Ltd. (White Mountains),
formerly Fund American, 8.0% by Tokio Marine, 7.8% by XL and 57.7% by the public
and employees.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying financial statements have been prepared in accordance
with accounting principles generally accepted in the United States (GAAP), which
differ in certain material respects from the accounting practices prescribed or
permitted by insurance regulatory authorities (see Note 5). The preparation of
financial statements in conformity with GAAP requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities in the Company's
consolidated balance sheets at December 31, 1999 and 1998 and the reported
amounts of revenues and expenses in the consolidated statements of income during
the years ended December 31, 1999, 1998 and 1997. Such estimates and assumptions
include, but are not limited to,
F-8
<PAGE>
FINANCIAL SECURITY ASSURANCE INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
losses and loss adjustment expenses and the deferral and amortization of
deferred policy acquisition costs. Actual results may differ from those
estimates. Significant accounting policies under GAAP are as follows:
Basis of Presentation
The consolidated financial statements include the accounts of the Company
and its direct and indirect subsidiaries, FSA Insurance Company, Financial
Security Assurance International Ltd., Financial Security Assurance of Oklahoma,
Inc. and Financial Security Assurance (U.K.) Limited (collectively, the
Subsidiaries). All intercompany accounts and transactions have been eliminated.
Certain prior-year balances have been reclassified to conform to the 1999
presentation.
Investments
Investments in debt securities designated as available for sale are
carried at market value. Equity investments are carried at market value. Any
resulting unrealized gain or loss is reflected as a separate component of
shareholders' equity, net of applicable deferred income taxes. Except as
specified in Note 16, all of the Company's long-term investments are classified
as available for sale.
Bond discounts and premiums are amortized on the effective yield method
over the remaining terms of the securities acquired. For mortgage-backed
securities, and any other holdings for which prepayment risk may be significant,
assumptions regarding prepayments are evaluated periodically and revised as
necessary. Any adjustments required due to the resulting change in effective
yields are recognized in current income. Short-term investments, which are those
investments with a maturity of less than one year at time of purchase, are
carried at market value, which approximates cost. Cash equivalents are amounts
deposited in money market funds and investments with a maturity at time of
purchase of three months or less and are included in short-term investments.
Realized gains or losses on sale of investments are determined on the basis of
specific identification. Investment income is recorded as earned.
The Company holds derivative securities, including U.S. Treasury bond
futures contracts and call option contracts, that are not accounted for as
hedges and are marked to market on a daily basis. Any gains or losses are
included in realized capital gains or losses.
Premium Revenue Recognition
Gross and ceded premiums are earned in proportion to the amount of risk
outstanding over the expected period of coverage. The amount of risk outstanding
is equal to the sum of the par amount of debt insured. Deferred premium revenue
and prepaid reinsurance premiums represent the portion of premium that is
applicable to coverage of risk to be provided in the future on policies in
force. When an insured issue is retired or defeased prior to the end of the
expected period of coverage, the remaining deferred premium revenue and prepaid
reinsurance premium, less any amount credited to a refunding issue insured by
the Company, are recognized.
Losses and Loss Adjustment Expenses
A case basis reserve for unpaid losses and loss adjustment expenses is
recorded at the present value of the estimated loss when, in management's
opinion, the likelihood of a future loss is probable and
F-9
<PAGE>
FINANCIAL SECURITY ASSURANCE INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
determinable at the balance sheet date. The estimated loss on a transaction is
discounted using current risk-free rates ranging from 5.5% to 6.1%.
The Company also maintains a non-specific general reserve, which is
available to be applied against future additions or accretions to existing case
basis reserves or to new case basis reserves to be established in the future.
The general reserve is calculated by applying a loss factor to the total net par
amount outstanding of the Company's insured obligations over the term of such
insured obligations and discounting the result at risk-free rates. The loss
factor used for this purpose has been determined based upon an independent
rating agency study of bond defaults and the Company's portfolio characteristics
and history.
Management of the Company periodically evaluates its estimates for losses
and loss adjustment expenses and establishes reserves that management believes
are adequate to cover the present value of the ultimate net cost of claims. The
reserves are necessarily based on estimates, and there can be no assurance that
the ultimate liability will not differ from such estimates. The Company will, on
an ongoing basis, monitor these reserves and may periodically adjust such
reserves based on the Company's actual loss experience, its future mix of
business, and future economic conditions.
Deferred Acquisition Costs
Deferred acquisition costs comprise those expenses that vary with and are
primarily related to the production of business, including commissions paid on
reinsurance assumed, compensation and related costs of underwriting and
marketing personnel, certain rating agency fees, premium taxes and certain other
underwriting expenses, reduced by ceding commission income on premiums ceded to
reinsurers. Deferred acquisition costs and the cost of acquired business are
amortized over the period in which the related premiums are earned.
Recoverability of deferred acquisition costs is determined by considering
anticipated losses and loss adjustment expenses.
Federal Income Taxes
The provision for income taxes consists of an amount for taxes currently
payable and a provision for tax consequences deferred to future periods
reflected at current income tax rates.
Segment Reporting
As a monoline financial guaranty insurer, the Company has no reportable
operating segments.
3. INVESTMENTS
Bonds at amortized cost of $10,979,000 and $11,481,000 at December 31,
1999 and 1998, respectively, were on deposit with state regulatory authorities
as required by insurance regulations.
F-10
<PAGE>
FINANCIAL SECURITY ASSURANCE INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
3. INVESTMENTS (Continued)
Consolidated net investment income consisted of the following (in
thousands):
Year Ended December 31,
--------------------------------------
1999 1998 1997
---- ---- ----
Bonds ............................. $ 87,697 $ 69,216 $ 65,149
Equity investments ................ 893 830 376
Short-term investments ............ 6,130 7,376 5,452
Investment expenses ............... (2,168) (1,399) (1,334)
-------- -------- --------
Net investment income ............. $ 92,552 $ 76,023 $ 69,643
======== ======== ========
The credit quality of bonds at December 31, 1999 was as follows:
Rating Percent of Bonds
------ ----------------
AAA 71.4%
AA 18.9
A 9.4
BBB 0.1
Other 0.2
The amortized cost and estimated market value of bonds were as follows
(in thousands):
<TABLE>
<CAPTION>
Gross Gross Estimated
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
---- ----- ------ -----
December 31, 1999
- -----------------
<S> <C> <C> <C> <C>
U.S. Treasury securities and
obligations of U.S. government
corporations and agencies ....... $ 69,825 $ 27 $ (512) $ 69,340
Obligations of states and political
subdivisions .................... 1,189,115 5,469 (58,571) 1,136,013
Foreign securities ................ 2,277 1 (1) 2,277
Mortgage-backed securities ........ 381,613 450 (9,235) 372,828
Corporate securities .............. 222,294 2,123 (5,371) 219,046
Asset-backed securities ........... 38,808 17 (1,244) 37,581
---------- ------ -------- ----------
Total ............................. $1,903,932 $8,087 $(74,934) $1,837,085
========== ====== ======== ==========
</TABLE>
F-11
<PAGE>
FINANCIAL SECURITY ASSURANCE INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
3. INVESTMENTS (Continued)
<TABLE>
<CAPTION>
Gross Gross Estimated
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
---- ----- ------ -----
December 31, 1998
- -----------------
<S> <C> <C> <C> <C>
U.S. Treasury securities and
obligations of U.S. government
corporations and agencies ....... $ 134,910 $ 2,297 $ (337) $ 136,870
Obligations of states and political
subdivisions .................... 1,041,718 42,265 (637) 1,083,346
Mortgage-backed securities ........ 261,322 3,911 (180) 265,053
Corporate securities .............. 162,663 5,510 (463) 167,710
Asset-backed securities ........... 30,481 493 (25) 30,949
---------- ------- ------- ----------
Total ........................... $1,631,094 $54,476 $(1,642) $1,683,928
========== ======= ======= ==========
</TABLE>
The change in net unrealized gains (losses) consisted of (in thousands):
Year Ended December 31,
----------------------------------
1999 1998 1997
---- ---- ----
Bonds ................................. $(119,681) $10,164 $28,671
Equity investments .................... (3,350) 2,661 357
Other ................................. (1,017) 1,017
--------- ------- -------
Change in net unrealized gains (losses) $(124,048) $13,842 $29,028
========= ======= =======
The amortized cost and estimated market value of bonds at December 31,
1999, by contractual maturity, are shown below (in thousands). Actual maturities
could differ from contractual maturities because borrowers have the right to
call or prepay certain obligations with or without call or prepayment penalties.
<TABLE>
<CAPTION>
Amortized Estimated
Cost Market Value
---- ------------
<S> <C> <C>
Due in one year or less .................................... $ 5,492 $ 5,488
Due after one year through five years ...................... 189,461 188,584
Due after five years through ten years ..................... 152,520 151,945
Due after ten years ........................................ 1,136,038 1,080,659
Mortgage-backed securities (stated maturities of 1 to 30
years) ................................................... 381,613 372,828
Asset-backed securities (stated maturities of 3 to 30 years) 38,808 37,581
---------- ----------
Total .................................................... $1,903,932 $1,837,085
========== ==========
</TABLE>
F-12
<PAGE>
FINANCIAL SECURITY ASSURANCE INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
3. INVESTMENTS (Continued)
Proceeds from sales of bonds during 1999, 1998 and 1997 were
$2,114,131,000, $2,132,146,000 and $1,124,848,000, respectively. Gross gains of
$17,907,000, $26,373,000 and $11,702,000 and gross losses of $30,467,000,
$4,156,000 and $6,007,000 were realized on sales in 1999, 1998 and 1997,
respectively.
Proceeds from sales of equity investments during 1999, 1998 and 1997 were
$74,593,000, $22,571,000 and $3,568,000, respectively. Gross gains of
$8,871,000, $973,000 and $33,000 and gross losses of $5,008,000, $1,323,000 and
$7,000 were realized on sales in 1999, 1998 and 1997, respectively. Equity
investments had gross unrealized gains of $0 and $3,571,000 and gross unrealized
losses of $332,000 and $553,000 as of December 31, 1999 and 1998, respectively.
The Company held open positions in U.S. Treasury bond futures contracts
with an aggregate notional amount of $26,900,000 as of December 31, 1999. The
Company also held open positions in Eurodollar futures contracts with an
aggregate notional amount of $46,500,000 as of December 31, 1999. Such positions
are marked to market on a daily basis and, for the year ended December 31, 1999,
resulted in net realized losses of $1,393,000.
4. DEFERRED ACQUISITION COSTS
Acquisition costs deferred for amortization against future income and the
related amortization charged to expenses are as follows (in thousands):
<TABLE>
<CAPTION>
Year Ended December 31,
--------------------------------------
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Balance, beginning of period ............. $ 199,559 $ 171,098 $ 146,233
--------- --------- ---------
Costs deferred during the period:
Ceding commission income ............... (52,376) (27,693) (18,956)
Assumed commission expense ............. 44 22 31
Premium taxes .......................... 9,017 8,081 5,554
Compensation and other acquisition costs 81,613 83,490 66,198
--------- --------- ---------
Total ................................ 38,298 63,900 52,827
--------- --------- ---------
Costs amortized during the period ........ (39,809) (35,439) (27,962)
--------- --------- ---------
Balance, end of period ................... $ 198,048 $ 199,559 $ 171,098
========= ========= =========
</TABLE>
5. STATUTORY ACCOUNTING PRACTICES
GAAP for the Company differs in certain significant respects from
accounting practices prescribed or permitted by insurance regulatory
authorities. The principal differences result from the following statutory
accounting practices:
o Upfront premiums on municipal business are recognized as earned when
related principal and interest have expired rather than over the
expected coverage period;
o Acquisition costs are charged to operations as incurred rather than
as related premiums are earned;
F-13
<PAGE>
FINANCIAL SECURITY ASSURANCE INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
5. STATUTORY ACCOUNTING PRACTICES (Continued)
o A contingency reserve (rather than a general reserve) is computed
based on the following statutory requirements:
(i) For all policies written prior to July 1, 1989, an amount equal
to 50% of cumulative earned premiums less permitted reductions, plus;
(ii) For all policies written on or after July 1, 1989, an amount
equal to the greater of 50% of premiums written for each category of
insured obligation or a designated percentage of principal guaranteed for
that category. These amounts are provided each quarter as either 1/60th or
1/80th of the total required for each category, less permitted reductions;
o Certain assets designated as "non-admitted assets" are charged
directly to statutory surplus but are reflected as assets under
GAAP;
o Federal income taxes are provided only on taxable income for which
income taxes are currently payable;
o Accruals for deferred compensation are not recognized;
o Purchase accounting adjustments are not recognized;
o Bonds are carried at amortized cost;
o Surplus notes are recognized as surplus rather than a liability.
F-14
<PAGE>
FINANCIAL SECURITY ASSURANCE INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
5. STATUTORY ACCOUNTING PRACTICES (Continued)
A reconciliation of net income for the calendar years 1999, 1998 and 1997
and shareholder's equity at December 31, 1999 and 1998, reported by the Company
on a GAAP basis, to the amounts reported by the Subsidiaries on a statutory
basis, is as follows (in thousands):
<TABLE>
<CAPTION>
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Net Income:
GAAP BASIS ................................. $ 133,217 $ 120,817 $ 100,259
Premium revenue recognition ................ (19,397) (16,411) (23,130)
Losses and loss adjustment expenses incurred 4,171 12,938 4,653
Deferred acquisition costs ................. 1,511 (28,461) (24,865)
Deferred income tax provision .............. 1,375 167 16,019
Current income tax benefit ................. (9,266) (8,206) (7,994)
Amortization of bonds ...................... 56
Accrual of deferred compensation, net ...... 22,119 33,268 26,681
Other ...................................... (124) 100 (61)
--------- --------- ---------
STATUTORY BASIS ............................ $ 133,606 $ 114,212 $ 91,618
========= ========= =========
</TABLE>
<TABLE>
<CAPTION>
December 31,
----------------------------
1999 1998
---- ----
<S> <C> <C>
Shareholder's Equity:
GAAP BASIS ....................................... $ 1,294,946 $ 1,104,591
Premium revenue recognition ...................... (110,650) (91,297)
Loss and loss adjustment expense reserves ........ 54,971 47,250
Deferred acquisition costs ....................... (198,048) (199,559)
Contingency reserve .............................. (473,387) (367,454)
Unrealized loss (gain) on investments, net of tax 67,179 (55,851)
Deferred income taxes ............................ 53,357 95,398
Accrual of deferred compensation ................. 80,811 70,022
Surplus notes .................................... 120,000 120,000
Other ............................................ (42,484) (52,844)
----------- -----------
STATUTORY BASIS SURPLUS .......................... $ 846,695 $ 670,256
=========== ===========
SURPLUS PLUS CONTINGENCY RESERVE ................. $ 1,320,082 $ 1,037,710
=========== ===========
</TABLE>
6. FEDERAL INCOME TAXES
The Parent, the Company and its Subsidiaries (except Financial Security
Assurance International Ltd.) file a consolidated federal income tax return. The
calculation of each member's tax benefit or liability is controlled by a tax
sharing agreement that bases the allocation of such benefit or liability upon a
separate return calculation.
F-15
<PAGE>
FINANCIAL SECURITY ASSURANCE INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
6. FEDERAL INCOME TAXES (Continued)
Federal income taxes have not been provided on substantially all of the
undistributed earnings of non-U.S. subsidiaries, since it is the Company's
practice and intent to reinvest such earnings in the operations of these
subsidiaries. The cumulative amount of such untaxed earnings was $6,537,000 and
$0 at December 31, 1999 and 1998, respectively.
The cumulative balance sheet effects of deferred tax consequences are (in
thousands):
December 31,
---------------------------
1999 1998
Deferred acquisition costs ................... $ 65,769 $ 69,079
Deferred premium revenue adjustments ......... 14,860 10,354
Unrealized capital gains ..................... 20,749
Contingency reserves ......................... 55,028 46,260
Other, net ................................... 921
--------- ---------
Total deferred tax liabilities ............. 136,578 146,442
--------- ---------
Loss and loss adjustment expense reserves .... (18,219) (16,613)
Deferred compensation ........................ (42,335) (34,020)
Unrealized capital losses .................... (22,667)
Other, net ................................... (411)
--------- ---------
Total deferred tax assets .................. (83,221) (51,044)
--------- ---------
Total deferred income taxes .................. $ 53,357 $ 95,398
========= =========
No valuation allowance was necessary at December 31, 1999 or 1998.
A reconciliation of the effective tax rate with the federal statutory rate
follows:
Year Ended December 31,
------------------------------
1999 1998 1997
---- ---- ----
Tax at statutory rate ................... 35.0% 35.0% 35.0%
Tax-exempt interest ..................... (9.5) (8.1) (7.9)
Income of foreign subsidiary ............ (1.3)
Other ................................... (0.6) 1.1 0.3
---- --- ---
Provision for income taxes .............. 23.6% 28.0% 27.4%
==== ==== ====
7. DIVIDENDS AND CAPITAL REQUIREMENTS
Under New York Insurance Law, The Company may pay a dividend without the
prior approval of the Superintendent of the New York State Insurance Department
only from earned surplus subject to the maintenance of a minimum capital
requirement. In addition, the dividend, together with all dividends declared or
distributed by it during the preceding twelve months, may not exceed the lesser
of 10% of its policyholders' surplus shown on its last filed statement, or
adjusted net investment income, as defined, for
F-16
<PAGE>
FINANCIAL SECURITY ASSURANCE INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
7. DIVIDENDS AND CAPITAL REQUIREMENTS (Continued)
such twelve-month period. As of December 31, 1999, the Company had $81,960,000
available for the payment of dividends over the next twelve months.
In 1998, the Company repurchased $8,500,000 of its shares from the Parent,
representing the balance remaining of $75,000,000 that had been approved for
repurchase by the New York Insurance Department.
8. CREDIT ARRANGEMENTS AND ADDITIONAL CLAIMS-PAYING RESOURCES
The Company has a credit arrangement aggregating $150,000,000 at December
31, 1999, which is provided by commercial banks and intended for general
application to transactions insured by the Company and the Subsidiaries. At
December 31, 1999, there were no borrowings under this arrangement, which
expires on April 28, 2000, if not extended. In addition, there are credit
arrangements assigned to specific insured transactions. In August 1994, the
Company entered into a facility agreement with Canadian Global Funding
Corporation and Hambros Bank Limited. Under the agreement, which expires in
August 2004, the Company can arrange financing for transactions subject to
certain conditions. The amount of this facility was $186,911,000, of which
$99,302,000 was unutilized at December 31, 1999.
The Company has a standby line of credit commitment in the amount of
$240,000,000 with a group of international banks to provide loans to the Company
after it has incurred, during the term of the facility, cumulative municipal
losses (net of any recoveries) in excess of the greater of $230,000,000 or 5.75%
of average annual debt service of the covered portfolio. The obligation to repay
loans made under this agreement is a limited recourse obligation payable solely
from, and collateralized by, a pledge of recoveries realized on defaulted
insured obligations in the covered portfolio, including certain installment
premiums and other collateral. This commitment has a term beginning on April 30,
1999 and expiring on April 30, 2006 and contains an annual renewal provision
subject to approval by the banks. No amounts have been utilized under this
commitment as of December 31, 1999.
At December 31, 1999, the Company has borrowed $120,000,000 from its
Parent in the form of Surplus Notes. These notes carried a simple interest rate
of 5.0% per annum. Principal of and interest on the Surplus Notes may be paid at
any time at the option of the Company, subject to prior approval of the New York
Insurance Department and compliance with the conditions to such payments as
contained in the New York Insurance Laws. These notes have no stated maturity.
The Company paid interest of $8,168,000, $0 and $0 in 1999, 1998 and 1997,
respectively.
9. EMPLOYEE BENEFIT PLANS
The Company maintains both a qualified and a non-qualified,
non-contributory defined contribution pension plans for the benefit of all
eligible employees. The Company's contributions are based upon a fixed
percentage of employee compensation. Pension expense, which is funded as
accrued, amounted to $1,680,000 (net of forfeitures of $1,316,000), $2,380,000
and $2,312,000 for the years ended December 31, 1999, 1998 and 1997,
respectively.
The Company has an employee retirement savings plan for the benefit of all
eligible employees. The plan permits employees to contribute a percentage of
their salaries up to limits prescribed by the Internal Revenue Service (IRS
Code, Section 401(k)). The Company's contributions are discretionary, and none
have been made.
F-17
<PAGE>
FINANCIAL SECURITY ASSURANCE INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
9. EMPLOYEE BENEFIT PLANS (Continued)
Pursuant to the 1993 Equity Participation Plan, 3,610,780 shares of the
Parent's common stock, subject to anti-dilutive adjustment, were reserved for
awards of options, restricted shares of common stock, and performance shares to
employees for the purpose of providing, through the grant of long-term
incentives, a means to attract and retain key personnel and to provide to
participating officers and other key employees long-term incentives for
sustained high levels of performance. The 1993 Equity Participation Plan also
contains provisions that permit the Human Resources Committee to pay all or a
portion of employees' bonuses in the form of shares of the Parent's common stock
credited to the employees at a 15% discount from current market value and paid
to employees five years from the date of award. Up to an aggregate of 10,000,000
shares may be allocated to such equity bonuses.
Performance shares are awarded under the Parent's 1993 Equity
Participation Plan. The Plan authorizes the discretionary grant of performance
shares by the Human Resources Committee to key employees of the Company. The
number of shares of the Parent's common stock earned for each performance share
depends upon the attainment by the Parent of certain growth rates of adjusted
book value per outstanding share over a three-year period. At each payout date,
each performance share is adjusted to pay out from zero up to two common shares.
No common shares are paid out if the compound annual growth rate of the Parent's
adjusted book value per outstanding share was less than 7%. Two common shares
per performance share are paid out if the compound annual growth rate was 19% or
greater. Payout percentages are interpolated for compound annual growth rates
between 7% and 19%.
Performance shares granted under the 1993 Equity Participation Plan were
as follows:
<TABLE>
<CAPTION>
Outstanding Granted Earned Forfeited Outstanding Market
at Beginning During During During at End Price at
of Year the Year the Year the Year of Year Grant Date
------- -------- -------- -------- ------- ----------
<S> <C> <C> <C> <C> <C> <C>
1997........................ 1,374,340 253,057 201,769 59,253 1,366,375 $35.5000
1998........................ 1,366,375 273,656 229,378 26,145 1,384,508 46.0625
1999........................ 1,384,508 236,915 352,726 45,672 1,223,025 53.6250
</TABLE>
The Company applies APB Opinion 25 and related Interpretations in
accounting for the Parent's performance shares. The Company estimates the final
cost of these performance shares and accrues for this expense over the
performance period. The accrued expense for the performance shares was
$32,963,000, $39,480,000 and $28,439,000 for the years ended December 31, 1999,
1998 and 1997, respectively. In tandem with this accrued expense, the Parent
estimates those performance shares that it expects to settle in stock and
records this amount in shareholders' equity as deferred compensation. The
remainder of the accrual, which represents the amount of performance shares that
the Parent estimates it will settle in cash, is recorded in accrued expenses and
other liabilities. The Company recognized a benefit for the difference between
the market value of the Parent's common stock and the cost of the stock when it
was purchased by the independent trustee (which amount was reimbursed by the
Company to its Parent) for shares distributed under the performance share plan.
This benefit was recorded by the Company as a capital contribution which totaled
$11,329,000, $5,418,000 and $2,900,000 in 1999, 1998 and 1997, respectively. In
1996, the Parent adopted disclosure provisions of SFAS No. 123. Had the
compensation cost for the Parent's performance shares been determined based upon
the provisions of SFAS No. 123, there would have been no effect on the Company's
reported net income.
F-18
<PAGE>
FINANCIAL SECURITY ASSURANCE INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
9. EMPLOYEE BENEFIT PLANS (Continued)
In November 1994, the Parent created a rabbi trust and appointed an
independent trustee authorized to purchase shares of the Parent's common stock
in open-market transactions, at times and prices determined by the trustee.
These purchases are intended to fund future obligations relating to equity
bonuses, performance shares and stock options under the 1993 Equity
Participation Plan and other employee benefit plans and are presented as
treasury stock in the Parent's financial statements.
The Company does not currently provide post-retirement benefits, other
than under its defined contribution plans, to its employees, nor does it provide
post-employment benefits to former employees other than under its severance
plans.
10. COMMITMENTS AND CONTINGENCIES
The Company leases office space and equipment under non-cancelable
operating leases, which expire at various dates through 2005.
Future minimum rental payments are as follows (in thousands):
Year Ended December 31,
- -----------------------
2000........................................................ $3,228
2001........................................................ 2,915
2002........................................................ 2,660
2003........................................................ 2,683
2004........................................................ 2,683
Thereafter.................................................. 2,459
-------
Total .................................................... $16,628
=======
Rent expense for the years ended December 31, 1999, 1998 and 1997 was
$3,996,000, $4,025,000 and $3,708,000, respectively.
During the ordinary course of business, the Company and its Subsidiaries
have become parties to certain litigation. Management believes that these
matters will be resolved with no material impact on the Company's financial
position, results of operations or cash flows.
11. REINSURANCE
The Company reinsures portions of its risks with affiliated (see Note 13)
and unaffiliated reinsurers under quota share, first-loss and excess-of-loss
treaties and on a facultative basis. The Company's principal ceded reinsurance
program consisted in 1999 of two quota share treaties, a combination quota share
and aggregate excess-of-loss treaty, four first-loss treaties and seven
automatic facultative facilities. One quota share treaty covered all of the
Company's approved regular lines of business, except U.S. municipal obligation
insurance. Under this treaty in 1999, the Company ceded 7.25% of each covered
policy, up to a maximum of $14,500,000 insured principal per policy. At its
option, the Company could have increased, and in certain instances did increase,
the ceding percentage to 14.5% up to $29,000,000 of each covered policy. A
second quota share treaty covered the Company's U.S. municipal obligation
insurance business.
F-19
<PAGE>
FINANCIAL SECURITY ASSURANCE INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
11. REINSURANCE (Continued)
Under this treaty in 1999, the Company ceded 6.5% of each covered policy that is
classified by the Company as providing U.S. municipal bond insurance as defined
by Article 69 of the New York Insurance Law up to a limit of $17,333,000 per
single risk, which is defined by revenue source. At its option, the Company
could have increased, and in certain instances did increase, the ceding
percentage to 35% up to $93,333,000 per single risk. These cession percentages
under both treaties were reduced on smaller sized transactions. The combination
quota share and aggregate excess-of-loss treaty covers qualifying
emerging-market collateralized debt obligations. This treaty reinsures (i) on a
quota share basis 50% of such transactions insured in 1999 and 2000 and (ii) on
an aggregate excess-of-loss basis 90% of the Company's net losses on qualifying
transactions in excess of $50,000,000, up to a limit of liability of
$200,000,000. The four first-loss treaties applied to qualifying U.S.
mortgage-backed, U.S. auto loan-backed, U.S. multifamily housing and
collateralized debt obligations. Under the seven automatic facultative
facilities in 1999, the Company, at its option, could allocate up to a specified
amount for each reinsurer (ranging from $4,000,000 to $100,000,000 depending on
the reinsurer) for each transaction, subject to limits and exclusions, in
exchange for which the Company agreed to cede in the aggregate a specified
percentage of gross par insured by the Company. Each of the quota share treaties
and automatic facultative facilities allowed the Company to withhold a ceding
commission to defray its expenses. The Company also employed non-treaty quota
share and first-loss facultative reinsurance on various transactions in 1999.
In the event that any or all of the reinsuring companies were unable to
meet their obligations to the Company, or contested such obligations, the
Company would be liable for such defaulted amounts. The Company has also assumed
reinsurance of municipal obligations from unaffiliated insurers.
Amounts reinsured were as follows (in thousands):
<TABLE>
<CAPTION>
Year Ended December 31,
------------------------------------
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Written premiums ceded ......................................... $ 132,236 $ 99,413 $63,513
Written premiums assumed ....................................... 995 935 1,352
Earned premiums ceded .......................................... 63,615 55,939 41,713
Earned premiums assumed ........................................ 2,514 4,271 5,121
Loss and loss adjustment expense payments ceded ................ (2,461) 22,619 2,862
Loss and loss adjustment expense payments assumed .............. 1 3 2
Incurred (recovered) losses and loss adjustment expenses ceded . 3,124 (4,673) 3,605
Incurred (recovered) losses and loss adjustment expenses assumed 40 (139) 161
</TABLE>
<TABLE>
<CAPTION>
December 31,
---------------------------
1999 1998
---- ----
<S> <C> <C>
Principal outstanding ceded ..................... $45,313,349 $32,914,844
Principal outstanding assumed ................... 1,245,430 1,360,916
Deferred premium revenue ceded .................. 285,105 217,096
Deferred premium revenue assumed ................ 9,100 10,799
Loss and loss adjustment expense reserves ceded . 9,492 6,421
Loss and loss adjustment expense reserves assumed 762 723
</TABLE>
F-20
<PAGE>
FINANCIAL SECURITY ASSURANCE INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
12. OUTSTANDING EXPOSURE AND COLLATERAL
The Company's policies insure the scheduled payments of principal and
interest on asset-backed and municipal obligations. The principal amount insured
(in millions) as of December 31, 1999 and 1998 (net of amounts ceded to other
insurers) and the terms to maturity are as follows:
<TABLE>
<CAPTION>
December 31, 1999 December 31, 1998
----------------------- -----------------------
Terms to Maturity Asset-Backed Municipal Asset-Backed Municipal
- ----------------- ------------ --------- ------------ ---------
<S> <C> <C> <C> <C>
0 to 5 Years.................... $10,272 $ 3,351 $ 8,468 $ 2,756
5 to 10 Years................... 13,911 8,741 7,516 7,495
10 to 15 Years.................. 8,956 15,441 5,661 12,427
15 to 20 Years.................. 814 24,711 670 20,265
20 Years and Above.............. 16,762 26,979 15,308 24,107
------- ------- ------- -------
Total ........................ $50,715 $79,223 $37,623 $67,050
======= ======= ======= =======
</TABLE>
The principal amount ceded as of December 31, 1999 and 1998 and the terms
to maturity are as follows (in millions):
<TABLE>
<CAPTION>
December 31, 1999 December 31, 1998
------------------------- ------------------------
Terms to Maturity Asset-Backed Municipal Asset-Backed Municipal
- ----------------- ------------ --------- ------------ ---------
<S> <C> <C> <C> <C>
0 to 5 Years ............ $ 3,962 $ 1,477 $2,727 $ 1,157
5 to 10 Years ........... 4,055 2,307 1,859 2,143
10 to 15 Years .......... 1,777 3,995 1,116 3,022
15 to 20 Years .......... 769 7,423 591 4,852
20 Years and Above ...... 3,313 16,235 3,230 12,218
------- ------- ------ -------
Total ................. $13,876 $31,437 $9,523 $23,392
======= ======= ====== =======
</TABLE>
The Company limits its exposure to losses from writing financial
guarantees by underwriting investment-grade obligations, diversifying its
portfolio and maintaining rigorous collateral requirements on
F-21
<PAGE>
FINANCIAL SECURITY ASSURANCE INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
12. OUTSTANDING EXPOSURE AND COLLATERAL (Continued)
asset-backed obligations, as well as through reinsurance. The gross principal
amounts of insured obligations in the asset-backed insured portfolio are backed
by the following types of collateral (in millions):
Net of Amounts
Ceded Ceded
December 31, December 31,
------------------- -----------------
Types of Collateral 1999 1998 1999 1998
- ------------------- ---- ---- ---- ----
Residential mortgages ............ $16,713 $15,647 $ 3,198 $3,324
Consumer receivables ............. 15,102 12,539 3,374 3,663
Government securities ............ 1,010 821 483 267
Pooled corporate obligations ..... 15,446 6,776 5,590 1,388
Commercial mortgage portfolio:
Commercial real estate ......... 12 15 38 49
Corporate secured .............. 42 42 300 314
Investor-owned utility obligations 733 757 466 464
Other asset-backed obligations ... 1,657 1,026 427 54
------- ------- ------- ------
Total asset-backed obligations . $50,715 $37,623 $13,876 $9,523
======= ======= ======= ======
The gross principal amount of insured obligations in the municipal insured
portfolio includes the following types of issues (in millions):
<TABLE>
<CAPTION>
Net of Amounts
Ceded Ceded
December 31, December 31,
------------------- -------------------
Types of Issues 1999 1998 1999 1998
- --------------- ---- ---- ---- ----
<S> <C> <C> <C> <C>
General obligation bonds ................... $31,446 $25,337 $ 6,237 $ 4,517
Housing revenue bonds ...................... 2,780 2,509 1,064 1,108
Municipal utility revenue bonds ............ 11,293 9,218 7,326 5,489
Health care revenue bonds .................. 5,950 5,812 4,674 3,348
Tax-supported bonds (non-general obligation) 17,719 14,731 7,095 5,238
Transportation revenue bonds ............... 3,482 2,937 2,918 2,154
Other municipal bonds ...................... 6,553 6,506 2,123 1,538
------- ------- ------- -------
Total municipal obligations .............. $79,223 $67,050 $31,437 $23,392
======= ======= ======= =======
</TABLE>
In its asset-backed business, the Company considers geographic
concentration as a factor in underwriting insurance covering securitizations of
pools of such assets as residential mortgages or consumer receivables. However,
after the initial issuance of an insurance policy relating to such
securitization, the geographic concentration of the underlying assets may not
remain fixed over the life of the policy. In addition, in writing insurance for
other types of asset-backed obligations, such as securities primarily backed by
government or corporate debt, geographic concentration is not deemed by the
Company to be significant, given other more relevant measures of
diversification, such as issuer or industry.
F-22
<PAGE>
FINANCIAL SECURITY ASSURANCE INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
12. OUTSTANDING EXPOSURE AND COLLATERAL (Continued)
The Company seeks to maintain a diversified portfolio of insured municipal
obligations designed to spread its risk across a number of geographic areas. The
following table sets forth, by state, those states in which municipalities
located therein issued an aggregate of 2% or more of the Company's net par
amount outstanding of insured municipal securities as of December 31, 1999:
<TABLE>
<CAPTION>
Net Par Percent of Total Ceded Par
Number Amount Municipal Net Par Amount
State of Issues Outstanding Amount Outstanding Outstanding
- ----- --------- ----------- ------------------ -----------
(in millions) (in millions)
<S> <C> <C> <C> <C>
California .... 575 $11,543 14.6% $ 3,737
New York ...... 428 7,006 8.8 4,918
Pennsylvania .. 403 5,509 7.0 1,313
Texas ......... 469 5,095 6.4 2,075
Florida ....... 147 4,696 5.9 1,966
New Jersey .... 317 4,444 5.6 2,500
Illinois ...... 420 4,103 5.2 1,304
Massachusetts . 132 2,568 3.2 1,356
Michigan ...... 274 2,543 3.2 538
Wisconsin ..... 298 2,184 2.8 253
Washington .... 167 1,736 2.2 665
All Other U.S.
Jurisdictions 1,758 26,390 33.3 9,559
International . 31 1,406 1.8 1,253
----- ------- ----- -------
Total ....... 5,419 $79,223 100.0% $31,437
===== ======= ===== =======
</TABLE>
13. RELATED PARTY TRANSACTIONS
Allocable expenses are shared by the Company and its Parent on a basis
determined principally by estimates of respective usage as stated in an expense
sharing agreement. The agreement is subject to the provisions of the New York
Insurance Law. Amounts included in other assets at December 31, 1999 and 1998
are $2,580,000 and $1,625,000, respectively, for unsettled expense allocations
due from the Parent.
The Company ceded premiums of $28,388,000, $23,838,000 and $21,216,000 to
Tokio Marine for the years ended December 31, 1999, 1998 and 1997, respectively.
The amounts included in prepaid reinsurance premiums at December 31, 1999 and
1998 for reinsurance ceded to Tokio Marine were $76,327,000 and $62,422,000,
respectively. Reinsurance recoverable on unpaid losses ceded to Tokio Marine was
$4,889,000 and $612,000 at December 31, 1999 and 1998, respectively. The Company
ceded losses and loss adjustment expenses of $3,376,000, $603,000 and $1,095,000
to Tokio Marine for the years ended December 31, 1999, 1998 and 1997,
respectively. The Company ceded premiums of $19,840,000, $7,297,000 and $15,000
to XL Insurance Company Ltd and XL Financial Assurance Ltd, subsidiaries of XL,
for the years ended December 31, 1999, 1998 and 1997, respectively. The amounts
included in prepaid reinsurance premiums at December 31, 1999 and 1998 for
reinsurance ceded to XL Insurance Company Ltd and XL Financial Assurance Ltd
were $15,813,000 and $5,306,000, respectively.
F-23
<PAGE>
FINANCIAL SECURITY ASSURANCE INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
13. RELATED PARTY TRANSACTIONS (Continued)
The Company ceded premiums of $84,000, $203,000 and $351,000 on a quota
share basis to Commercial Reinsurance Company, an affiliate of MediaOne, for the
years ended December 31, 1999, 1998 and 1997, respectively. The amounts included
in prepaid reinsurance premiums for reinsurance ceded to this affiliate were
$1,728,000 and $2,464,000 at December 31, 1999 and 1998, respectively. The
amounts of reinsurance recoverable on unpaid losses ceded to this affiliate at
December 31, 1999 and 1998 were $501,000 and $519,000, respectively. The Company
ceded losses and loss adjustment expenses (recoveries) of $(22,000),
$(7,822,000) and $1,569,000 to this affiliate for the years ended December 31,
1999, 1998 and 1997, respectively.
The Company ceded premiums of $25,659,000 and $16,539,000 on a quota share
basis to Enhance Reinsurance Company and Asset Guaranty Insurance Company,
former affiliates of MediaOne, for the years ended December 31, 1998 and 1997,
respectively. The amount included in prepaid reinsurance premiums for
reinsurance ceded to these former affiliates was $58,624,000 at December 31,
1998. The amount of reinsurance recoverable on unpaid losses ceded to these
former affiliates at December 31, 1998 was $1,236,000. The Company ceded losses
and loss adjustment expenses (recoveries) of $(4,134,000) and $536,000 to these
affiliates for the years ended December 31, 1998 and 1997, respectively.
14. DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS
The following estimated fair values have been determined by the Company
using available market information and appropriate valuation methodologies.
However, considerable judgment is necessary to interpret the data to develop the
estimates of fair value. Accordingly, the estimates presented herein are not
necessarily indicative of the amount the Company could realize in a current
market exchange. The use of different market assumptions and/or estimation
methodologies may have a material effect on the estimated fair value amounts.
Bonds and equity investments"The carrying amount represents fair value.
The fair value is based upon quoted market price.
Short-term investments"The carrying amount is fair value, which
approximates cost due to the short maturity of these instruments.
Cash, receivable for investments sold and payable for investments
purchased"The carrying amount approximates fair value because of the short
maturity of these instruments.
Deferred premium revenue, net of prepaid reinsurance premiums"The carrying
amount of deferred premium revenue, net of prepaid reinsurance premiums,
represents the Company's future premium revenue, net of reinsurance, on policies
where the premium was received at the inception of the insurance contract. The
fair value of deferred premium revenue, net of prepaid reinsurance premiums, is
an estimate of the premiums that would be paid under a reinsurance agreement
with a third party to transfer the Company's financial guaranty risk, net of
that portion of the premiums retained by the Company to compensate it for
originating and servicing the insurance contract.
Installment premiums"Consistent with industry practice, there is no
carrying amount for installment premiums since the Company will receive premiums
on an installment basis over the term of the insurance contract. Similar to
deferred premium revenue, the fair value of installment premiums is the
estimated
F-24
<PAGE>
FINANCIAL SECURITY ASSURANCE INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
14. DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued)
present value of the future contractual premium revenues that would be paid
under a reinsurance agreement with a third party to transfer the Company's
financial guaranty risk, net of that portion of the premium retained by the
Company to compensate it for originating and servicing the insurance contract.
Losses and loss adjustment expenses, net of reinsurance recoverable on
unpaid losses"The carrying amount is fair value, which is the present value of
the expected cash flows for specifically identified claims and potential losses
in the Company's insured portfolio.
<TABLE>
<CAPTION>
December 31, 1999 December 31, 1998
------------------------ ------------------------
Carrying Estimated Carrying Estimated
Amount Fair Value Amount Fair Value
---------- ---------- ---------- ----------
(In thousands)
<S> <C> <C> <C> <C>
Assets:
Bonds ........................... $1,837,085 $1,837,085 $1,683,928 $1,683,928
Equity investments .............. 9,768 9,768 37,268 37,268
Short-term investments .......... 257,030 257,030 92,241 92,241
Cash ............................ 4,153 4,153 2,729 2,729
Receivable for securities sold .. 40,635 40,635 1,656 1,656
Liabilities:
Deferred premium revenue, net of
prepaid reinsurance premiums .... 559,041 468,784 504,603 417,130
Losses and loss adjustment
expenses, net of reinsurance
recoverable on unpaid losses .... 77,817 77,817 65,586 65,586
Notes payable ................... 120,000 120,000 120,000 120,000
Payable for investments purchased 239,295 239,295 105,749 105,749
Off-balance-sheet instruments:
Installment premiums ............ 237,802 163,239
</TABLE>
F-25
<PAGE>
FINANCIAL SECURITY ASSURANCE INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
15. LIABILITY FOR LOSSES AND LOSS ADJUSTMENT EXPENSES
The Company's liability for losses and loss adjustment expenses consists
of the case basis and general reserves. Activity in the liability for losses and
loss adjustment expenses is summarized as follows (in thousands):
<TABLE>
<CAPTION>
Year Ended December 31,
--------------------------------
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Balance at January 1 ................................ $72,007 $ 75,417 $ 72,079
Less reinsurance recoverable ........................ 6,421 30,618 29,875
------- -------- --------
Net balance at January 1 ............................ 65,586 44,799 42,204
Incurred losses and loss adjustment expenses:
Current year ...................................... 8,575 8,049 5,400
Prior years ....................................... 254 (4,100) 3,756
Recovered (paid) losses and loss adjustment expenses:
Current year
Prior years ....................................... 3,402 16,838 (6,561)
------- -------- --------
Net balance December 31 ............................. 77,817 65,586 44,799
Plus reinsurance recoverable ........................ 9,492 6,421 30,618
------- -------- --------
Balance at December 31 ............................ $87,309 $ 72,007 $ 75,417
======= ======== ========
</TABLE>
During 1997, the Company increased its general reserve by $9,156,000, of
which $5,400,000 was for originations of new business and $3,756,000 was to
reestablish a portion of the general reserve that had been previously
transferred to case basis reserves. During 1997, the Company transferred
$4,503,000 to case basis reserves. Giving effect to these transfers, the general
reserve totaled $34,313,000 at December 31, 1997.
During 1998, the Company increased its general reserve by $3,949,000, of
which $8,049,000 was for originations of new business offset by a $4,100,000
decrease in the amount needed to fund the general loss reserve primarily because
of recoveries on certain commercial mortgage transactions. During 1998, the
Company transferred $18,403,000 to its general reserve from case basis reserves
due to those recoveries on commercial mortgage transactions. Also during 1998,
the Company transferred $9,414,000 from its general reserve to case basis
reserves associated predominantly with certain consumer receivable transactions.
Giving effect to these transfers, the general reserve totaled $47,251,000 at
December 31, 1998.
During 1999, the Company increased its general reserve by $8,829,000, of
which $8,575,000 was for originations of new business and $254,000 was for the
reestablishment of the general reserve. Also during 1999, the Company
transferred to the general reserve $3,549,000 representing recoveries received
on prior-year transactions and transferred from the general reserve to case
basis reserves $4,580,000. Giving effect to these transfers, the general reserve
totaled $54,971,000 at December 31, 1999.
Reserves for losses and loss adjustment expenses are discounted at
risk-free rates for the general reserve and for the case basis reserves at rates
between 5.5% and 6.1%. The amount of discount taken was approximately
$31,113,000, $28,564,000 and $19,779,000 at December 31, 1999, 1998 and 1997,
respectively.
F-26
<PAGE>
FINANCIAL SECURITY ASSURANCE INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
16. INVESTMENTS IN UNCONSOLIDATED AFFILIATES
In November 1998, the Parent invested $19,900,000 to purchase a 19.9%
interest in XL Financial Assurance Ltd (XLFA), a financial guaranty insurance
subsidiary of XL. In February 1999, the Parent sold $4,900,000 of its interest
back to XLFA, giving the Parent a 15.0% interest in XLFA, which it contributed
to the Company in December 1999. The Company's investment in XLFA is accounted
for using the equity method of accounting because the Company has significant
influence over XLFA's operations. Amounts recorded by the Company in connection
with XLFA as of December 31, 1999 are as follows (in thousands):
1999
----
Investment in XLFA ........................................ $16,631
Equity in earnings from XLFA .............................. 192
At December 31, 1999, the Company's retained earnings included $192,000 of
accumulated undistributed earnings of XLFA.
17. MINORITY INTEREST IN SUBSIDIARY
In November 1998, Financial Security Assurance International Ltd.
(International), a Bermuda-based financial guaranty subsidiary of the Company,
sold to XL $20,000,000 of preferred shares representing a minority interest in
International. In December 1999, International sold to XL an additional
$10,000,000 of preferred shares to maintain its minority ownership percentage.
The preferred shares are Cumulative Participating Voting Preferred Shares, which
in total have a minimum fixed dividend of $1,500,000 per annum. For the years
ended December 31, 1999 and 1998, the Company recognized minority interest of
$2,715,000 and $388,000, respectively.
18. SUBSEQUENT EVENT
On March 14, 2000, the Parent announced that it had entered into a merger
agreement pursuant to which the Parent would become a wholly owned subsidiary of
Dexia S.A., a publicly held Belgian corporation, subject to shareholder approval
and satisfaction of regulatory and other closing conditions.
F-27
