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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934


For the Fiscal Year Ended Commission File
December 31, 1993 No. 1-7361


AMERICAN FINANCIAL CORPORATION


Incorporated under IRS Employer I.D.
the Laws of Ohio No. 31-0624874

One East Fourth Street, Cincinnati, Ohio 45202
(513) 579-2121

Securities Registered Pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on which Registered
Nonvoting Cumulative Preferred Stock:
Series E, F and G Cincinnati and Pacific
9-1/2% Debentures due April 22, 1999 Cincinnati and Pacific
10% Debentures due October 20, 1999 Cincinnati and Pacific
10% Debentures Series A due October 20, 1999 Cincinnati and Pacific
12% Debentures due September 3, 1999 Cincinnati and Pacific
12% Debentures Series A due September 3, 1999 Cincinnati and Pacific
12% Debentures Series B due September 3, 1999 Cincinnati and Pacific
12-1/4% Debentures due September 15, 2003 Cincinnati and Pacific
13-1/2% Debentures due September 14, 2004 Cincinnati and Pacific
13-1/2% Debentures Series A due September 14, 2004Cincinnati and Pacific

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, 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 need not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. [X]

As of March 1, 1994, there were 18,971,217 shares of Common Stock
outstanding, all of which were privately owned.


Documents Incorporated by Reference: None















































AMERICAN FINANCIAL CORPORATION

INDEX TO ANNUAL REPORT

ON FORM 10-K



Part I Page
Item 1 - Business:
Introduction 1
Great American Insurance Group 2
American Annuity Group and Great American
Life Insurance Company 12
American Premier 16
Chiquita Brands International 20
Great American Communications 22
General Cable 24
Spelling Entertainment Group 24
Other Companies 24
Investment Portfolio 25
Seasonality 26
Competition 27
Regulation 27
Item 2 - Properties 29
Item 3 - Legal Proceedings 30
Item 4 - Submission of Matters to a Vote of Security Holders *


Part II
Item 5 - Market for Registrant's Common Equity and Related
Stockholder Matters 31
Item 6 - Selected Financial Data 31
Item 7 - Management's Discussion and Analysis of Financial
Condition and Results of Operations:
General 32
Liquidity and Capital Resources 32
Results of Operations 38
Item 8 - Financial Statements and Supplementary Data 43
Item 9 - Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure *


Part III
Item 10 - Directors and Executive Officers of the Registrant 44
Item 11 - Executive Compensation 45
Item 12 - Security Ownership of Certain Beneficial Owners
and Management 45
Item 13 - Certain Relationships and Related Transactions 45


Part IV
Item 14 - Exhibits, Financial Statement Schedules and
Reports on Form 8-K S-1



* The response to this Item is "none".





PART I

ITEM 1

Business

Introduction


American Financial Corporation ("AFC") was incorporated as an Ohio
Corporation in 1955. Its address is One East Fourth Street, Cincinnati,
Ohio, 45202; its phone number is (513) 579-2121. Carl H. Lindner and
certain members of the Lindner family own all of the outstanding common
stock of AFC.

AFC is a holding company operating through wholly-owned and
majority-owned subsidiaries and other companies in which it holds
significant minority ownership interests. These companies operate in a
variety of financial businesses, including property and casualty insurance,
annuities, and portfolio investing. In non-financial areas, these companies
have substantial operations in the food products industry, television and
radio station operations and industrial manufacturing.

The following table shows AFC's percentage ownership of voting
securities of the significant companies over the past several years:

Ownership at December 31,
1993 1992 1991 1990 1989

Great American Insurance Group 100% 100% 100% 100% 100%
Great American Life Insurance
Company (a) (a) 100% 100% 100%
American Annuity Group 80% 82% 39% 32% 32%
American Premier Underwriters 41% 51% 50%+ 42% 34%
(formerly Penn Central Corporation)
Chiquita Brands International 46% 46% 48% 54% 82%
Great American Communications 20% 40% 40% 65% 62%
General Cable (b) 45% 45% - - -
Spelling Entertainment Group (c) 48% 53% 53% 51%
(formerly The Charter Company)

(a) Sold to American Annuity Group in December 1992.
(b) 100%-owned by American Premier prior to spin-off in July 1992.
Ownership percentage excludes shares held by American Premier for
future distribution aggregating 12%.
(c) Sold on March 31, 1993.
(d) Generally, companies have been included in AFC's consolidated financial
statements when AFC's ownership of voting securities has exceeded 50%;
for investments below that level but above 20%, AFC has accounted for
the investments as investees. (See Note E to AFC's financial
statements.)

The following summarizes the more significant changes in
ownership percentages shown in the above table.

American Annuity Group American Annuity is the successor to STI
Group, Inc., formerly known as Sprague Technologies, Inc. ("STI"). Between
1990 and 1992, American Annuity disposed of substantially all of its
operations and on December 31, 1992, purchased Great American Life Insurance
Company ("GALIC") from Great American Insurance Company ("GAI"). In
connection with the acquisition, GAI purchased 5.1 million shares of
American Annuity's common stock pursuant to a cash tender offer and
17.1 million additional shares directly from American Annuity.

American Premier Underwriters Between 1989 and 1991, American
Premier repurchased and retired approximately 26 million shares of its
common stock, resulting in AFC's ownership being increased. During 1991,
AFC purchased an additional 1.6 million shares of American Premier common.
In August 1993, American Financial Enterprises, Inc., an 83%-owned
subsidiary of AFC, whose assets consist primarily of investments in American
Annuity Group, American Premier and General Cable, sold 4.5 million shares
of American Premier common stock in a secondary public offering.


Chiquita Brands International In 1988 and 1990, Great American
Communications sold 5.25 million and 2.2 million shares of Chiquita to
Chiquita and an additional 5 million shares in a secondary public offering
in 1990. In 1990 and 1991, Chiquita sold 5.3 million and 5 million shares
of its stock in public offerings. Also in 1990, Chiquita issued 1.7 million
shares upon conversion of debentures.

Great American Communications In 1991, GACC issued 21.6 million
shares in connection with debt restructurings. In December 1993, GACC
completed a joint prepackaged plan of reorganization. Under the terms of
the restructuring, GACC's outstanding stock was reduced in a 1-for-300
reverse split. In the restructuring, AFC's previous holdings of GACC stock
and debt were exchanged for 20% of the new common stock.

General Cable In July 1992, American Premier distributed to its
shareholders approximately 88% of the stock of General Cable Corporation,
which was formed to own certain of American Premier's manufacturing
businesses. American Premier retained the remaining shares of General Cable
for distribution under American Premier's 1978 Plan of Reorganization and to
reserve for potential option and convertible preference stock exercises.
AFC and its subsidiaries, excluding American Premier, received approximately
45% of General Cable in the spin-off.

Spelling Entertainment Group During 1992, The Charter Company
issued 5.8 million shares of its common stock in a merger with Spelling
Entertainment Inc., resulting in AFC's ownership of Charter being decreased
below 50%. Subsequent to the merger, Charter changed its name to Spelling
Entertainment Group Inc. ("Spelling") to reflect the nature of its business.
In March 1993, AFC sold its common stock investment in Spelling to
Blockbuster Entertainment Corporation.

General

The following discussion concerning AFC's businesses is
organized along the lines of the major company investments as shown in the
table above. Reference to the table and to AFC's consolidated financial
statements is recommended for a better understanding of this section and
Item 6 - "Selected Financial Data".

Great American Insurance Group

AFC's primary insurance business is multi-line property and
casualty insurance, headed by Great American Insurance Company ("GAI").
Hereafter, GAI and its property and casualty insurance subsidiaries will be
referred to collectively as "Great American". They employ approximately
3,300 persons.

According to the most recent ranking published in "Best's
Review", Great American was the 42nd largest among all property and casualty
insurance groups operating in the United States on the basis of total net
premiums written in 1992. GAI is rated "A" (Excellent) by A.M. Best
Company, Inc. This rating is given to companies that "have a strong ability
to meet their obligations to policyholders over a long period of time."

On December 31, 1990, GAI sold its non-standard automobile
insurance group ("NSA group") to American Premier. The NSA group accounted
for approximately one-fourth of Great American's earned premiums and had a
1990 statutory combined ratio of 95.5%. Data in this section includes the
NSA Group for the periods it was owned by GAI.

In February 1994, American Premier announced that it was
considering a proposal from AFC to purchase GAI's personal lines business
(primarily insurance of private passenger automobiles and residential


property) for $380 million. These operations had earned premiums of $342
million in 1993 and represented approximately 25% of the premiums earned by
all of Great American's insurance operations. GAI has estimated that the
accident year statutory combined ratio for the personal lines business was
about 99% in each of the last two years. The purchase would include the
transfer of a portfolio of principally investment grade securities with a
market value of approximately $450 million. GAI has estimated the net book
value, based on generally accepted accounting principles ("GAAP"), of the
business to be transferred would be approximately $200 million.

Unless otherwise indicated, all tables concerning insurance are
presented on the statutory basis prescribed by the National Association of
Insurance Commis-sioners and each insurer's domiciliary state. In general,
this method results in lower capital surplus and net earnings than result
from application of GAAP which are utilized in preparing the financial
statements found elsewhere herein. These differences include charging
policy acquisition costs to expense as incurred rather than spreading the
costs over the periods covered by the policies, requiring additional loss
reserves, establishing valuation reserves for investments held by life
insurance subsidiaries and charging to surplus certain assets, such as
furniture and fixtures and agents' balances over 90 days old.

The following table shows (in millions) the performance of Great
American in various categories. While financial data is reported on a
statutory basis for insurance regulatory purposes, it is reported in
accordance with GAAP for shareholder and other investment purposes.

1993 1992 1991 1990 1989

Statutory Basis
Premiums Earned $1,243 $1,220 $1,214 $1,635 $1,488
Admitted Assets 3,882 3,760 3,893 3,644 3,847
Unearned Premiums 562 517 514 521 559
Loss and Loss Adjustment
Expense Reserves 2,144 2,151 2,194 2,200 2,316
Capital and Surplus 887 851 840 688 665

GAAP Basis
Premiums Earned $1,241 $1,220 $1,197 $1,619 $1,474
Total Assets 5,340(*) 5,299(*) 4,518 4,438 4,517
Unearned Premiums 675(*) 595(*) 506 512 552
Loss and Loss Adjustment
Expense Reserves 2,724(*) 2,670(*) 2,129 2,137 2,246
Shareholder's Equity 1,434 1,439 1,261 1,270 1,148

(*) Grossed up for reinsurance recoverables. See "Loss and Loss Adjustment
Expense Reserves".







Underwriting

The profitability of a property and casualty insurance company
depends on two main areas of operation: underwriting of insurance and
investment of assets. Underwriting profitability is measured by the
combined ratio which is a sum of the ratio of underwriting expenses to
premiums written and the ratio of losses and loss adjustment expenses to
premiums earned. When the combined ratio is under 100%, underwriting
results are generally considered profitable; when the ratio is over 100%,


underwriting results are generally considered unprofitable. The combined
ratio does not reflect investment income, other income or federal income
taxes. The following table shows certain underwriting data of Great
American (dollars in millions):

1993 1992 1991 1990 1989

Premiums Written $1,287 $1,224 $1,202 $1,712 $1,487
Premiums Earned 1,243 1,220 1,214 1,635 1,488

Loss Ratio 58.7% 59.3% 57.9% 62.4% 62.0%
Loss Adjustment Expense Ratio 12.1 11.9 12.1 11.1 11.5
Underwriting Expense Ratio 33.1 33.3 32.4 30.4 30.3
Combined Ratio 103.9 104.5 102.4 103.9 103.8
Combined Ratio (after
policyholders' dividends):
Great American 103.9 105.0 103.2 104.8 104.7
Industry (stock
companies)(*) 110.3 116.1 109.1 109.1 109.3

(*) Source: Conning & Company, Property and Casualty Model and Forecast
Service, March 1994.

As shown in the table above, Great American's underwriting
results, although not profitable, have been significantly better than the
industry's. Great American's results reflect an emphasis on writing
commercial lines coverages of specialized niche products where company
personnel are experts in particular lines of business. During 1993,
approximately half of Great American's premiums were written in these
specialized niche product areas. Great American's combined ratio (after
policyholder dividends) for 1993 excluding its personal lines business
(which may be sold to American Premier) was 104.7%.

Certain natural disasters (hurricanes, tornados, forest fires,
etc.) and other incidents of major loss (explosions, civil disorder, fires,
etc.) are classified as catastrophes by industry associations. Losses from
these incidents are usually tracked separately from other business of
insurers because of their sizable effects on overall operations. Major
catastrophes in recent years included flooding in the Midwest in 1993;
Hurricanes Andrew and Iniki, Chicago flooding, and Los Angeles civil
disorder in 1992; Oakland fires in 1991; and Hurricane Hugo and the San
Francisco earthquake in 1989. Total net losses to AFC's insurance
operations from catastrophes were $26 million in 1993; $42 million in 1992;
$22 million in 1991; $13 million in 1990; and $32 million in 1989. These
amounts are included in the tables herein.

Insurance regulations in various states require prior approval
of premium rate increases on approximately 85% of Great American's personal
lines business. The commercial business generally does not require prior
approval, although a number of states impose some degree of review of
commercial rates.



Information for the major classes of business written by Great
American is as follows (dollars in millions). Losses incurred and loss
ratios exclude loss adjustment expenses. Combined ratios are stated before
policyholders' dividends.

1993 1992 1991 1990 1989
Auto Liability and Physical
Damage (A)
Premiums Written $424 $397 $364 $820 $687


Premiums Earned 403 389 362 785 670
Losses Incurred 249 259 187 504 423
Loss Ratio 61.8% 66.6% 51.5% 64.1% 63.1%
Combined Ratio 103.4% 107.7% 92.2% 102.5% 101.6%

Property and Multiple
Peril (B)
Premiums Written $349 $329 $368 $387 $353
Premiums Earned 337 347 378 374 351
Losses Incurred 189 228 235 203 208
Loss Ratio 56.0% 65.6% 62.3% 54.3% 59.3%
Combined Ratio 103.9% 117.3% 110.6% 102.4% 104.4%

Workers' Compensation and
Other Liability (C)
Premiums Written $340 $349 $349 $390 $352
Premiums Earned 338 349 357 369 374
Losses Incurred 216 173 235 267 252
Loss Ratio 64.2% 49.6% 65.7% 72.6% 67.4%
Combined Ratio 108.6% 92.7% 109.9% 114.8% 111.6%

All Other (D)
Premiums Written $174 $149 $121 $115 $ 95
Premiums Earned 165 135 117 107 93
Losses Incurred 75 64 46 47 40
Loss Ratio 45.6% 47.6% 38.8% 43.9% 43.0%
Combined Ratio 95.3% 93.1% 82.0% 87.8% 92.6%

(A) Includes related bodily injury, property damage and physical damage.
Unusually low Combined Ratio in 1991 generally reflects the effects
of a program to reduce exposure to certain commercial "bad risk"
groups while retaining previous pricing, followed by reductions in
pricing in later years.

(B) Includes extended coverage, tornado, windstorm, cyclone, hail on
growing crops, personal multiple peril, riot and civil commotion,
vandalism and malicious mischief, and sprinkler leakage and water
damage. Unusually high Combined Ratio in 1992 generally reflects
the effects of Hurricanes Andrew and Iniki.

(C) Includes other bodily injury, property damage and directors and
officers' liability. Unusually low Combined Ratio in 1992 generally
reflects reductions in redundant reserves on certain matured lines of
commercial liability coverages written in the late 1980s.

(D) Includes accident and health, credit, burglary, glass, earthquake,
aircraft physical damage and boiler and machinery. Unusually low
Combined Ratio in 1991 generally reflects especially good operations
for the Inland Marine and Surety operations.





The table above includes the results of GAI's personal lines business
which AFC has proposed to sell to American Premier. Information for this
business for 1993 follows (dollars in millions):

Automobile Homeowners Other Total
Premiums Written $250 $80 $21 $351
Premiums Earned 242 79 21 342
Losses Incurred 150 51 8 209
Loss Ratio 61.8% 64.7% 38.2% 61.1%


Combined Ratio 100.8% 111.3% 74.6% 101.6%

The following table shows the ratio of net premiums written to
policy-holders' surplus for Great American and the industry on a
consolidated basis. Increases in this ratio beyond the informal industry
standard of 3:1 may cause insurance commissioners to require companies to
reduce underwriting activities or obtain additional capitalization.

1993 1992 1991 1990 1989

Great American 1.45 1.44 1.43 2.49 2.24
Industry (stock companies) (*) 1.24 1.30 1.33 1.53 1.51

(*) Source: Conning & Company, Property and Casualty Model and Forecast
Service, March 1994.

Great American is represented by several thousand agents and
brokers who are paid on a commission basis; most also represent other
insurance companies. The geographical distribution of direct premiums
written in 1993 compared to 1989, before giving effect to reinsurance, was
as follows (dollars in millions):

1993 1989
Location Premiums % Premiums %

California $ 216 13.6% $ 188 11.4%
New York 135 8.5 79 4.8
Connecticut 114 7.2 112 6.8
New Jersey 90 5.7 74 4.5
North Carolina 81 5.1 95 5.8
Pennsylvania 78 4.9 40 2.4
Texas 75 4.7 49 3.0
Florida 68 4.3 103 6.3
Illinois 56 3.5 69 4.2
Ohio 56 3.5 63 3.8
Oklahoma 53 3.3 85 5.2
Massachusetts 52 3.3 37 2.3
Michigan 49 3.1 61 3.7
Maryland 36 2.3 * *
Washington 35 2.2 32 2.0
Kentucky 32 2.0 * *
Georgia * * 96 5.9
Virginia * * 46 2.8
Tennessee * * 37 2.3
All others, including
foreign, each less
than 2% 359 22.8 375 22.8

$1,585 100.0% $1,641 100.0%
(*) Less than 2%.





In 1988, a California ballot initiative, Proposition 103, was
passed by a very small margin of voters. The consumer-sponsored initiative
sought to (i) increase rate regulation, (ii) mandate rate rollbacks and
freezes for most lines of property and casualty insurance and (iii) make
changes in antitrust laws applicable to the insurance industry. The
California Supreme Court upheld the validity of most of the major portions
of the initiative but permitted insurers to seek exemptions from the rate
rollback if such a rollback would not enable them to make a fair and


reasonable profit. In 1991, the newly elected Insurance Commissioner of
California promulgated a new set of regulations on rate rollbacks and prior
approval of rates, replacing those adopted by the former Insurance
Commissioner under Proposition 103. Although these regulations are not
finalized, there have been some company specific hearings and there are
ongoing appellate proceedings challenging the regulations. Great American
has not received a notice of the Insurance Department's assessment of its
rollback liability or a hearing date, although it is exploring settlement
possibilities. Since, at present, there is no finalized regulatory
arrangement, Great American cannot determine the actual amount of the
liability, if any, for a refund pursuant to the rollback provision of
Proposition 103. By its terms, Proposition 103 does not affect workers'
compensation insurance.

Loss and Loss Adjustment Expense Reserves

The consolidated financial statements include the estimated
liability for unpaid losses and loss adjustment expenses ("LAE") of Great
American. This liability represents estimates of the ultimate net cost of
all unpaid losses and LAE and is determined by using case-basis evaluations
and statistical projections. These estimates are subject to the effects of
claim amounts and frequency and are continually reviewed and adjusted as
additional information becomes known. In accordance with industry
practices, such adjustments are reflected in current year operations.

Increases in claim payments are caused by a number of factors
that vary with the individual types of policies written. Future costs of
claims are projected based on historical trends adjusted for changes in
underwriting standards, policy provisions, the anticipated effect of
inflation and general economic trends. These anticipated trends are
monitored based on actual development and are reflected in estimates of
ultimate claim costs.

The liability for losses and LAE for certain long-term scheduled
payments under workers' compensation, auto liability and other liability
insurance has been discounted at rates ranging from 3.5% to 8%. As a
result, the total liability for losses and LAE at December 31, 1993, 1992
and 1991 has been reduced by $56 million, $51 million and $51 million,
respectively.

The limits on risks retained vary by type of policy and risks in
excess of certain retention limits are reinsured. Each insurance company
within the group establishes its own retention limits based on the
individual company's surplus.

Generally, reserves for reinsurance and involuntary pools and
associations are reflected in Great American's results at the amounts
reported by those entities.







The following table provides an analysis of changes in the
liability for losses and LAE, net of reinsurance (and grossed up), over the
past three years on a GAAP basis (in millions):

1993 1992 1991

Balance at beginning of period $2,123 $2,129 $2,137


Provision for losses and loss
adjustment expenses occurring
in the current year 879 882 877
Net decrease in provision for claims
occurring in prior years (3) (14) (29)
876 868 848
Payments for losses and loss
adjustment expenses occurring
during:
Current year (320) (313) (298)
Prior years (566) (561) (558)
(886) (874) (856)

Balance at end of period $2,113 $2,123 $2,129

Add back reinsurance recoverables (*) 611 547

Unpaid losses and LAE included in
Balance Sheet, gross of
reinsurance $2,724 $2,670


(*) New accounting rules effective in 1993 require that
insurance liabilities be reported without deducting
reinsurance amounts. Balance Sheet amounts for 1992 have
been conformed to the 1993 presentation.

Major components of the net decrease in the provision for claims
occurring in prior years as reflected in the table above were as follows
(dollars in millions):

1993 1992 1991

Adjustment for reserve data reported
by reinsureds and involuntary
pools and associations $62 $32 $30
Adjustment for claim payments and
anticipated claim payments in amounts
less than previously anticipated (70) (47) (60)
Amortization of discount on certain
long-term reserves 5 1 1

Net decrease ($ 3) ($14) ($29)

Net decrease as a percent of
prior year's liability (0.1%) (0.7%) (1.4%)









The following table presents the development of the liability for
losses and LAE, net of reinsurance, on a GAAP basis for the last ten years.
The top line of the table shows the estimated liability (in millions) for
unpaid losses and LAE recorded at the balance sheet date for the indicated
years. The remainder of the table presents development as percentages of
the estimated liability. The development results from additional
information and experience in subsequent years. The middle line shows a
cumulative deficiency (redundancy) which represents the aggregate percentage


increase (decrease) in the liability initially estimated. The lower portion
of the table indicates the cumulative amounts paid as of successive periods
as a percentage of the original loss reserve liability.


1983 1984 1985 1986 1987 1988 1989 1990

LIABILITY FOR UNPAID LOSSES
AND LOSS ADJUSTMENT EXPENSES $1,094 $1,302 $1,605 $1,843 $2,024$2,209 $2,246 $2,137

LIABILITY RE-ESTIMATED AS OF:
ONE YEAR LATER 105.9% 108.2% 109.2% 102.7% 102.5% 99.8% 100.4% 98.6%
TWO YEARS LATER 111.6% 120.5% 116.7% 107.3% 103.6% 100.0% 99.3% 97.7%
THREE YEARS LATER 122.8% 126.2% 123.4% 109.7% 103.1% 99.7% 98.4% 97.4%
FOUR YEARS LATER 126.8% 132.8% 129.9% 110.8% 102.5% 98.7% 98.2%
FIVE YEARS LATER 131.6% 138.8% 132.3% 111.8% 102.6% 99.1%
SIX YEARS LATER 136.9% 142.2% 134.8% 112.7% 103.5%
SEVEN YEARS LATER 141.4% 145.5% 136.6% 115.3%
EIGHT YEARS LATER 145.6% 148.1% 140.7%
NINE YEARS LATER 148.4% 153.0%
TEN YEARS LATER 153.5%

CUMULATIVE DEFICIENCY
(REDUNDANCY) 53.5% 53.0% 40.7% 15.3% 3.5% (0.9%) (1.8%) (2.6%)


1991 1992 1993

LIABILITY FOR UNPAID LOSSES
AND LOSS ADJUSTMENT EXPENSES$2,129 $2,123 $2,113

LIABILITY RE-ESTIMATED AS OF:
ONE YEAR LATER 99.3% 99.9%
TWO YEARS LATER 98.7%
THREE YEARS LATER
FOUR YEARS LATER
FIVE YEARS LATER
SIX YEARS LATER
SEVEN YEARS LATER
EIGHT YEARS LATER
NINE YEARS LATER
TEN YEARS LATER

CUMULATIVE DEFICIENCY
(REDUNDANCY) (1.3%) (0.1%) N/A


CUMULATIVE PAID AS OF: 1983 1984 1985 1986 1987 1988 1989 1990

ONE YEAR LATER 41.1% 44.8% 45.5% 33.0% 29.2% 29.4% 32.3% 26.1%
TWO YEARS LATER 65.6% 68.3% 69.0% 52.5% 49.0% 48.6% 48.2% 43.2%
THREE YEARS LATER 82.1% 87.0% 84.6% 67.7% 63.5% 59.8% 59.2% 55.3%
FOUR YEARS LATER 94.9% 99.6% 96.6% 79.3% 72.2% 67.9% 67.6%
FIVE YEARS LATER 103.8% 109.3% 106.4% 86.4% 78.5% 74.0%

SIX YEARS LATER 110.9% 117.7% 112.4% 91.9% 83.6%
SEVEN YEARS LATER 118.0% 123.3% 117.3% 96.1%
EIGHT YEARS LATER 122.7% 127.9% 121.3%
NINE YEARS LATER 127.0% 131.8%
TEN YEARS LATER 131.1%


CUMULATIVE PAID AS OF: 1991 1992 1993



ONE YEAR LATER 26.4% 26.7%
TWO YEARS LATER 43.0%
THREE YEARS LATER
FOUR YEARS LATER
FIVE YEARS LATER
SIX YEARS LATER
SEVEN YEARS LATER
EIGHT YEARS LATER
NINE YEARS LATER
TEN YEARS LATER

This table does not present accident or policy year development
data. Further-more, in evaluating the re-estimated liability and cumulative
deficiency (redundancy), it should be noted that each percentage includes
the effects of changes in amounts for prior periods. For example, a
deficiency related to losses settled in 1993, but incurred in 1983, would be
included in the re-estimated liability and cumulative deficiency percentage
for each of the years 1983 through 1992. Conditions and trends that have
affected development of the liability in the past may not necessarily exist
in the future. Accordingly, it may not be appropriate to extrapolate future
redundancies or deficiencies based on this table.

Management believes that Great American's development is similar
to that of companies with similar mixes of business. The adverse
development in earlier years in the table above was partially caused by the
effect of higher than projected inflation on medical, hospitalization,
material, repair and replacement costs. Additionally, changes in the legal
environment have influenced the development patterns over the past ten
years. Two significant changes in the early to mid-1980s were the trend
towards an adverse litigious climate and the change from contributory to
comparative negligence.

The adverse litigious climate is evidenced by an increase in
lawsuits and damage awards, changes in judicial interpretation of legal
liability and of the scope of policy coverage, and a lengthening of time it
takes to settle cases. In addition, a trend has developed in the manner and
timeliness of first claim notices. Historically, the first notification of
claim came directly from the claimant; in recent years, however, there has
been a gradual increase in the number of notifications in the form of direct
legal action. Not only has this notification been less timely, it has been
more adversarial in nature.

The change in rules of negligence governing tort claims has also
influenced the loss development trend. During the early to mid-1980s, most
states changed from contributory to comparative negligence rules. When
contributory negligence rules control, a plaintiff seeking damages is barred
from recovering damages for a loss if it can be demonstrated that the
plaintiff's own negligence contributed in any way to the cause of the
injury.

When comparative negligence rules control, a plaintiff's
negligence is no longer a bar to recovery. Instead, the degree of
plaintiff's negligence is compared to the negligence of any other party.

Generally, if the plaintiff's negligence is 50% or less of the cause of the
injury, the plaintiff can recover damages, but in an amount reduced by the
portion of damage attributable to the plaintiff's own negligence.

Many claims which would have been successfully defended under
contributory negligence rules now result in an award of damages or a
settlement during suit under the comparative negligence rules.


The differences between the liability for losses and LAE
reported in the annual statements filed with the state insurance departments
in accordance with statutory accounting principles ("SAP") and that reported
in the accompanying consolidated financial statements in accordance with
GAAP at December 31, 1993, are as follows (in millions):

Liability reported on a SAP basis $2,144

Additional discounting of GAAP reserves in excess
of the statutory limitation for SAP reserves (11)
Estimated salvage and subrogation recoveries recorded on
a cash basis for SAP and on an accrual basis for GAAP (1)
Reinsurance reserve included in other liabilities (19)
Reinsurance recoverables 611

Liability reported on a GAAP basis $2,724

Environmental

Property and casualty insurers have experienced a significant
increase in the number of claims and legal actions related to hazardous
products and environmental pollution. Ensuing litigation extends to issues
of when the loss occurred and what policies provide coverage, what claims
are covered, extent of coverage, whether there is an insured obligation to
defend and other policy provisions. To date, court decisions have been
inconsistent on several coverage issues; these issues are not likely to be
resolved in the near future.

Great American's liability for loss and loss adjustment expenses
includes amounts for various liability coverages related to environmental
and hazardous product claims. Establishing reserves for those types of
claims is subject to uncertainties that are greater than those represented
by other types of claims. Factors contributing to those uncertainties
include a lack of historical data, long reporting delays, uncertainty as to
the number and identity of insureds with potential exposure and the extent
and timing of any such contractual liability. Management believes that its
reserves are adequate to cover the claims reported.

Although Great American establishes reserves for reported
environmental claims, it does not establish reserves for unreported claims
and related litigation expenses because such amounts cannot be reasonably
estimated. Although future results may be adversely affected, management
does not believe any such effect is likely to be material to AFC's financial
condition or results of operations.

Following is an analysis (in millions) of net reported
environmental pollution and hazardous products claims for those subsidiaries
capable of retrieving such data. These companies accounted for over 95% of
AFC's insurance claims and reserves at December 31, 1993.
1993 1992 1991
Reserves at beginning of year $51.2 $51.3 $40.0
Incurred losses and LAE 18.5 25.8 28.0
Paid losses and LAE (24.6) (25.9) (16.7)
Reserves at end of year $45.1 $51.2 $51.3


Figures above do not include asbestos abatement and underground
storage tank coverage written by certain AFC subsidiaries in recent years.
The table above includes exposures where Great American has been held liable
for coverage on general liability policies written years ago where
environmental coverage was not intended. In contrast, asbestos abatement
and underground storage tank coverage is written with the intent of covering
environmental-related losses. Net loss reserves on this coverage totaled


$53 million, $51 million and $42 million at December 31, 1993, 1992 and
1991, respectively.

Reinsurance

In accordance with industry practice, Great American reinsures a
portion of its business with other insurance companies and assumes
reinsurance from other insurers. Ceding reinsurance permits diversification
of risks and limits maximum loss arising from large or unusually hazardous
risks or a localized catastrophe. Although reinsurance does not legally
discharge the original insurer from primary liability, risks that are
reinsured are, in practice, treated as though they were transferred to the
reinsurers.

Reinsurance is provided on one of two bases: the facultative
basis or the treaty basis. Facultative reinsurance is generally provided on
a risk by risk basis. Individual risks are ceded and assumed based on an
offer and acceptance of risk by each party to the transaction. Treaty
reinsurance provides for risks to be automatically ceded and assumed
according to contract provisions.

In addition to various facultative reinsurance coverages, GAI
has current treaty reinsurance programs which generally provide for
retention maximums. For workers' compensation policies, the retention
maximum is $5 million per loss occurrence with reinsurance coverage for the
next $45 million. For all other casualty policies, the retention maximum is
$5 million per loss occurrence with reinsurance coverage for the next $15
million. For property coverages, the retention is $5 million per risk with
reinsurance coverage for the next $25 million; for catastrophe coverage on
property risks, the retention is $20 million with reinsurance covering 89%
of the next $110 million in losses. Contracts relating to reinsurance are
subject to periodic renegotiation and no assurance can be given concerning
the future terms of such reinsurance.

Great American's major reinsurers include American Re-Insurance
Company, Employers Reinsurance Corporation, General Reinsurance, Mitsui
Marine and Fire Insurance Company, Ltd. and Taisho Marine & Fire Insurance
Company. Great American regularly monitors the financial strength of its
reinsurers. This process periodically results in the transfer of risks to
more financially stable reinsurers. Management believes that its present
group of reinsurers is financially sound. However, market conditions over
the past few years have forced many reinsurers into financial difficulties
or liquidation proceedings. At December 31, 1993, Great American had an
allowance of approximately $56 million for doubtful collection of
reinsurance recoverables. The collectibility of a reinsurance balance is
based upon the financial condition of a reinsurer as well as individual
claim considerations. Included in "recoverables from reinsurers and prepaid
reinsurance premiums" were $80 million on paid losses and LAE and
$611 million on unpaid losses and LAE at December 31, 1993.







Premiums written for reinsurance ceded and assumed are presented
in the following table (in millions):

1993 1992 1991 1990 1989

Reinsurance ceded $422 $328 $284 $219 $214
Reinsurance assumed:


From companies under
management contract 63 17 8 8 6
Other, primarily non-voluntary
pools and associations 61 71 55 71 54


Investment Results

The following table, prepared on a GAAP basis, shows the
performance of Great American's investment portfolio, excluding equity
investments in affiliates (dollars in millions):

1993 1992 1991 1990 1989

Average Cash and Investments at Cost $2,822 $2,743 $2,538 $2,445 $2,300
Investment Income 205 222 217 236 245
Net Realized Gains (Losses) 77 (56) 14 29 9
Credit (Provision) for Impairment on
Investments (2) 32 (33) (69) (22)
Percentage Earned:
Excluding Realized Gains (Losses) (A) 7.3% 8.1% 8.5% 9.7% 10.7%
Including Realized Gains (Losses) (A)10.0% 6.1% 9.1% 10.9% 11.0%
Including Realized Gains (Losses)
and Credit (Provision) for
Impairment on Investments 10.0% 7.3% 7.8% 8.0% 10.1%
Increase (Decrease) in Unrealized
Gains on Marketable Securities
(Net of Realized Gains) $68 $61 ($110) ($41) $103

(A) Excludes provision for losses on investments.

American Annuity Group and Great American Life Insurance Company

Data in this section relating to the period following the sale
of GALIC to STI generally has been taken from the 1993 Form 10-K of American
Annuity.

General

American Annuity is a holding company whose only significant
asset is the capital stock of GALIC which it acquired from GAI on December
31, 1992. GALIC is engaged principally in the sale of tax-deferred
annuities to employees of qualified not-for-profit organizations. GALIC is
currently rated "A" (Excellent) by A.M. Best. American Annuity and GALIC
employ approximately 440 persons.


The following table (in millions) presents information
concerning GALIC on a GAAP basis, unless otherwise noted.

1993 1992 1991 1990 1989

Total Assets (A) $4,883 $4,436 $4,686 $3,847 $3,285
Annuity Policyholders' Funds
Accumulated 4,257 3,974 3,727 3,398 2,913

GAAP Stockholders' Equity 520 418 358 355 277
Statutory Basis:
Capital and Surplus 251 216 219 192 103
Asset Valuation Reserve (B)(C) 70 71 112 10 124
Interest Maintenance Reserve (C) 36 17 - - -

Interest on Annuity Policy-


holders' Funds 229 242 258 240 222

Annuity Receipts:
Flexible Premium:
First Year $ 49 $ 48 $ 67 $ 73 $ 72
Renewal 223 232 240 220 204
272 280 307 293 276
Single Premium 128 80 153 238 91
Total Annuity Receipts $400 $360 $460 $531 $367

(A) Includes the following amounts for securities purchased in
December and paid for in the subsequent year: 1993 - $68 million;
1992 - $0.2 million; 1991 - $557 million; 1990 - $46 million and
1989 - $50 million.

(B) For years prior to 1992, amounts reflect the Mandatory Securities
Valuation Reserve.

(C) Allocation of surplus for statutory reporting purposes.


Annuity Products

Annuities are long-term retirement savings plans that benefit
from interest accruing on a tax-deferred basis. Certain employees of
educational institutions and other not-for-profit groups are eligible to
save for retirement through contributions made on a before-tax basis to
purchase annuities. Contributions are made at the discretion of the
participants, generally through payroll deductions. Federal income taxes
are not payable on contributions or earnings until amounts are withdrawn.

GALIC's principal products are Flexible Premium Deferred
Annuities ("FPDAs") and Single Premium Deferred Annuities ("SPDAs"). FPDAs
are characterized by premium payments that are flexible in amount and timing
as determined by the policyholder. SPDAs require a one-time lump sum
premium payment. Since January 1, 1988, approximately three-fourths of
GALIC's SPDA receipts have resulted from rollovers of tax-deferred funds
previously maintained by policyholders with other insurers. In 1993, FPDAs
accounted for approximately two-thirds of GALIC's total annuity receipts,
with SPDAs accounting for the remainder.

Annuity contracts can be either variable rate or fixed rate.
With a variable rate annuity, the rate at which interest is credited to the
contract is tied to an underlying securities portfolio or other performance
index. With a fixed rate annuity, an interest crediting rate is set by the
issuer, periodically reviewed by the issuer, and changed from time to time
as determined to be appropriate. GALIC has issued only fixed rate annuities
and its products offer minimum interest rate guarantees of 3% to 4%.

All of GALIC's annuity policies permit GALIC to change the
crediting rate at any time (subject to the minimum guaranteed interest
rate). In determining the frequency and extent of changes in the crediting
rate, GALIC takes into account the profitability of its annuity business and
the relative competitive position of its products. The average rate being


credited on funds held by GALIC was approximately 5.3%, 6.2% and 7.2% at
December 31, 1993, 1992 and 1991, respectively.

GALIC seeks to maintain a desired spread between the yield on
its investment portfolio and the rate it credits to its policies. GALIC
accomplishes this by (i) offering flexible crediting rates, (ii) designing
annuity products that encourage persistency and (iii) maintaining an


appropriate matching of assets and liabilities. Such incentives typically
take the form of "two-tier" annuities which, in general, reward persistency
by offering higher effective interest rates or lower "upfront" fees to
policyholders who annuitize than are offered on prematurely withdrawn funds.

Over the past five years, the annual persistency rate of GALIC's
annuity products has averaged 92%. Policyholders maintain access to their
funds without incurring penalties through a provision in the contract which
allows policy loans.

At December 31, 1993, GALIC had approximately 230,000 annuity
policies in force, nearly all of which were individual contracts. GALIC's
policyholders are employees of over 8,300 institutions nationwide. Of the
$4.3 billion in total statutory reserves held by GALIC as of December 31,
1993, approximately 95% were attributable to policies in the accumulation
phase. Annuity surrender payments represented 6.9%, 7.8% and 9.4%, of
average statutory reserves in 1993, 1992 and 1991, respectively.

Marketing and Distribution

GALIC markets its annuities principally to employees of
educational institutions in the kindergarten through high school segment.
GALIC's management believes that this market segment is attractive because
of the growth potential and persistency rate it has demonstrated. In 1993,
written premiums from this market segment represented 90% of GALIC's total
tax-qualified premiums, with sales of annuities to other not-for-profit
groups accounting for the balance.

GALIC markets its annuity products through approximately 55
managing general agents ("MGAs") who, in turn, direct more than 1,000
actively producing independent agents. GALIC has developed its business
since 1980 on the basis of its relationships with MGAs and independent
agents primarily through a consistent marketing approach and responsive
service.

GALIC is licensed to sell its products in all states (except
Kansas and New York) and the District of Columbia. The geographical
distribution of GALIC's annuity premiums written in 1993 compared to 1989
was as follows (dollars in millions):
1993 1989
Location Premiums % Premiums %

California $ 87 21.8% $ 98 26.7%
Florida 39 9.8 22 6.0
Michigan 34 8.5 39 10.6
Massachusetts 32 8.0 30 8.2
New Jersey 22 5.5 27 7.4
Ohio 22 5.5 * *
Connecticut 21 5.2 31 8.4
Illinois 13 3.3 10 2.7
North Carolina 13 3.3 * *
Texas 13 3.3 12 3.3
Washington 10 2.4 10 2.7
Rhode Island 9 2.2 12 3.3


All others, each less
than 2% 85 21.2 76 20.7

$400 100.0% $367 100.0%

(*) Less than 2%.


Sales of annuities are affected by many factors, including: (i)
competitive rates and products; (ii) the general level of interest rates;
(iii) the favorable tax treatment of annuities; (iv) commissions paid to
agents; (v) services offered; (vi) ratings from independent insurance rating
agencies; and (vii) general economic conditions.

Investment Results

GALIC's annuity products are structured to generate a stable
flow of investable funds. GALIC earns a spread by investing these funds at
an investment earnings rate in excess of the crediting rate payable to its
policyholders.

Investments comprise approximately 96% of GALIC's assets and are
the principal source of its income. The following table shows the
performance of GALIC's investment portfolio, excluding equity investments in
affiliates (dollars in millions):
1993 1992 1991 1990 1989

Average Cash and Investments at Cost $4,455 $4,078 $3,828 $3,278 $2,796
Investment Income 358 334 340 304 295
Net Realized Gains (Losses) 35 27 4 (32) (13)
Credit (Provision) for Impairment on
Investments - - 51 (23) (47)
Percentage Earned:
Excluding Realized Gains (Losses) (A) 8.0% 8.2% 8.9% 9.3% 10.5%
Including Realized Gains (Losses) (A) 8.8% 8.9% 9.0% 8.3% 10.1%
Including Realized Gains (Losses)
and Credit (Provision) for
Impairment on Investments 8.8% 8.9% 10.4% 7.6% 8.4%
Increase (Decrease) in Unrealized
Gains on Marketable Securities
(Net of Realized Gains) $58 $51 $22 ($27) $7

(A) Excludes provision for losses on investments.

American Premier

Data in this section generally has been taken from the 1993 Form
10-K of American Premier.

American Premier's principal operations are conducted by a group
of insurance subsidiaries which write non-standard automobile insurance and
workers' compensation coverage. In March 1994, American Premier changed its
name from The Penn Central Corporation to reflect its identity as a property
and casualty insurance company. American Premier employs approximately
5,400 persons.

Insurance

American Premier acquired Republic Indemnity Company of America
in March 1989. Republic writes workers' compensation and employers'
liability insurance coverage in California. In addition to highly
regulating the industry, the State of California establishes minimum premium
levels and is a major competitor in providing coverage. Republic

successfully competes by emphasizing service to customers and brokers.
Management believes that Republic Indemnity's record and reputation for
paying relatively high policyholder dividends have enhanced its competitive
position. Republic reported a statutory combined ratio (after
policyholders' dividends) of 88.1% for 1993.

American Premier purchased Great American's non-standard


automobile insurance companies on December 31, 1990, and Leader National
Insurance Company in May 1993. These companies (collectively the "NSA
Group") write auto insurance coverage for physical damage and personal
liability for (i) individuals perceived to be higher than normal risks due
to factors such as age, prior driving violations, occupation or type of
vehicle driven, or (ii) those who have been cancelled or rejected by another
insurance company. Because of the risk, such policies are issued at greater
than normal premiums. The NSA Group has been successful in profitably
underwriting this specialty insurance niche, reporting a statutory combined
ratio of 96.9% in 1993.

In February 1994, American Premier announced that it was
considering a proposal to purchase GAI's personal lines insurance business
for $380 million. Refer to Item 1 - "Great American Insurance Group" for a
discussion of these operations.

Unless otherwise indicated, data in this section is presented on
the statutory basis prescribed by the NAIC and each insurer's domiciliary
state.

The profitability of a property and casualty insurance company
depends on both the underwriting of insurance and investment of assets.
When the combined ratio is under 100%, underwriting results are generally
considered profitable; conversely, a ratio over 100% generally indicates
unprofitable underwriting results. The statutory ratios for the major
classes of business written by American Premier's Insurance Group are as
follows.

1993 1992 1991

Workers' Compensation
Loss and Loss Adjustment
Expense Ratio 59.0% 69.1% 66.5%
Underwriting Expense Ratio 15.4% 16.0% 16.2%
Policyholder Dividend Ratio 13.7% 11.6% 17.7%
Combined Ratio 88.1% 96.7% 100.4%

Industry Combined Ratio (*) 111.5% 121.5% 122.6%

Non-standard Automobile
Loss and Loss Adjustment
Expense Ratio 72.5% 69.7% 70.5%
Underwriting Expense Ratio 24.4% 26.1% 26.5%
Combined Ratio 96.9% 95.8% 97.0%

Industry Combined Ratio (*) 102.0% 102.0% 104.7%

(*) Source: Best's Insurance Management Reports, Property/Casualty
Supplement (January 3, 1994); 1993 is an estimate. The
combined ratio for non-standard automobile represents
the private passenger automobile insurance industry.
While there is no reliable regularly published combined
ratio data for the non-standard automobile industry,
American Premier believes such a ratio would be lower


than the private passenger automobile industry average
shown above.

Republic's favorable loss and expense ratio record has been
attributable to strict underwriting standards, loss control services, a
disciplined claims philosophy and expense containment. These factors, as
well as Republic's favorable reputation with insureds for paying


policyholder dividends, have contributed to a high policy renewal rate.
From 1991 through 1993, the percentage of Republic's policies renewed
increased from 73% to 84% and the percentage of premiums represented by
policy renewals increased from 77% to 89% of the premiums eligible for
renewal.

The NSA Group has achieved underwriting profits over the past several
years as a result of refinement of various risk profiles, thereby dividing
the consumer market into more defined segments which can either be excluded
from coverage or surcharged adequately. Effective cost control measures,
both in the underwriting and claims handling areas, have further contributed
to the underwriting profitability of the NSA Group. In addition, the NSA
Group generally writes policies of short duration, allowing more frequent
evaluation of the rates on individual risks.

American Premier's Insurance Group writes business throughout
the United States. The geographical distribution of gross premiums written
in 1993 compared to 1992, was as follows (dollars in millions):

1993 1992
Premiums % Premiums %
Workers' Compensation
California $469 100.0% $402 100.0%

Non-standard Automobile
Florida $121 13.3% $132 19.8%
Georgia 111 12.2 91 13.7
Texas 96 10.6 37 5.6
California 54 5.9 52 7.9
Arizona 54 5.9 39 5.9
Tennessee 41 4.6 31 4.7
Alabama 34 3.8 27 4.1
Connecticut 33 3.7 23 3.5
Missouri 31 3.4 15 2.2
Indiana 29 3.2 23 3.4
All others 304 33.4 194 29.2
$908 100.0% $664 100.0%

The withdrawal from the Southern California market by several
large workers' compensation carriers due to continuing underwriting losses
contributed to Republic's 1993 premium growth.

The NSA Group attributes its premium growth in recent years
primarily to the overall growth in the non-standard market, entry into new
states, increased market penetration in its existing states and the 1993
purchase of Leader National. The non-standard market has experienced
significant growth in recent years as standard insurers have become more
restrictive in the types of risks they will write.

Loss and Loss Adjustment Expense Reserves

The following table provides an analysis of changes in American
Premier's liability for losses and LAE, net of reinsurance (and grossed up),
over the past three years on a GAAP basis (in millions):





1993 1992 1991

Balance at beginning of period $764 $664 $602


Provision for losses and loss adjustment
expenses occurring in the current year914 707 601
Net decrease in provision for claims
occurring in prior years(*) (58) (20) (22)
856 687 579
Reserves of subsidiaries purchased 54 - -

Payments for losses and loss adjustment
expenses occurring during:
Current year (413) (295) (258)
Prior years (345) (292) (259)
(758) (587) (517)

Balance at end of period $916 $764 $664

Add back reinsurance recoverables 45

Unpaid losses and LAE, gross of
reinsurance $961

(*) Represents adjustments for claim payments and anticipated
claim payments in amounts less than previously
anticipated. The decrease in the provision for claims
occurring in prior years as a percent of prior year's
liability was 7.6% in 1993, 3.0% in 1992 and 3.5% in 1991.

The following table presents the development of American Premier's
liability for losses and LAE (in millions), net of reinsurance, on a GAAP
basis since 1989 (the year American Premier acquired its first insurance
subsidiary).

1989 1990 1991 1992 1993
Liability for Unpaid Losses
and Loss Adjustment Expenses$369 $602 $664 $764 $916

Liability Re-estimated as of:
One year later 97.0% 96.5% 97.0% 92.4%
Two years later 89.7% 93.0% 93.4%
Three years later 85.7% 91.0%
Four years later 85.5%

Cumulative Redundancy (14.5%)( 9.0%)( 6.6%)( 7.6%) N/A

Cumulative Paid as of:
One year later 19.5% 43.0% 44.1% 40.6%
Two years later 49.1% 64.4% 64.5%
Three years later 64.6% 75.2%
Four years later 71.4%

Other

In December 1992, American Premier announced its intention to
pursue the sale of all of its non-insurance operating businesses. The sale
of these businesses is intended to further implement American Premier's
strategy of concentrating on its property and casualty businesses.


In August 1993, American Premier sold its defense services
operations for approximately $94 million in cash, subject to post-closing
working capital adjustments. In May and November 1993, American Premier
sold securities of investees in public offerings for approximately $178
million in cash. At December 31, 1993, the aggregate book value of
businesses remaining to be sold was $36.1 million.


Chiquita Brands International

Data in this section generally has been taken from the 1993 Form
10-K of Chiquita.

Chiquita is a leading international marketer, processor and
producer of quality fresh and processed food products. Chiquita employs
approximately 45,000 persons in its continuing operations, 39,000 of whom
are employed in Central and South America. In recent years, the Company has
capitalized on its "Chiquita" and other premium brand names by building on
its worldwide leadership position in the marketing, distribution and
sourcing of bananas; by expanding its quality fresh fruit and vegetable
operations; and by further developing its business in value-added processed
foods.

Chiquita's fresh foods products include:

* Bananas, grapefruit, kiwi, mangos and pineapples sold under
the "Chiquita" brand name;

* Bananas, citrus and other quality fresh fruit including
apples, grapes, papaya, peaches, pears, plums, strawberries
and tomatoes sold under the "Consul," "Chico," "Amigo,"
"Frupac" and other brand names; and

* A wide variety of fresh vegetables including asparagus,
beans, broccoli, carrots, celery, lettuce, onions and
potatoes sold under the "Premium" and various other brand
names.

The core of Chiquita's fresh foods operations is the marketing,
distribution and sourcing of bananas. Approximately 60% of Chiquita's
consolidated net sales comes from the sale of bananas.

Chiquita's sales of bananas in 1993 in its principal markets, as
a percent of its total banana revenues, were: Europe, 45%; North America,
34%; and Other (principally the Far East and Middle East), 21%. Chiquita
has generally been able to obtain a premium price for its bananas due to its

reputation for quality and its innovative marketing techniques.

Chiquita has a greater number and geographic diversity of
sources of bananas than any of its competitors. During 1993, approximately
30% of all bananas sold by Chiquita were sourced from Panama. Bananas were
also sourced from Colombia, Costa Rica, Guatemala, Honduras, Mexico and the
Philippines. Approximately two-thirds of the bananas sourced by Chiquita
were produced by subsidiaries and the remainder were purchased under
arrangements from suppliers. Chiquita's low concentration of sources in
individual producing locations reduces its overall risk of business
interruption from localized weather conditions and crop disease as well as
from political changes.

Transportation expenses comprise approximately one-fourth of the
total costs incurred by Chiquita in its sale of tropical fruit. Chiquita
ships its tropical fruit in vessels it owns or charters. All of Chiquita's

tropical fruit shipments into the North American market are delivered using
pallets or containers that minimize damage to the product by eliminating the
need to handle individual boxes. As a result of a multi-year investment
program, now nearly completed, and the elimination of a substantial amount
of chartered ship capacity under its restructuring program, Chiquita now
owns or controls through long-term lease approximately 60% of its aggregate
shipping capacity. Most of the remaining capacity is operated under


contractual arrangements having terms of three years or less. Chiquita also
operates loading and unloading facilities which it owns or leases in Central
and South America and various ports of destination.

Chiquita's processed foods products include:

* Fruit and vegetable juices and other processed fruits and
vegetables, including banana puree, marketed under the
"Chiquita," "Friday" and other brands;

* Wet and dry salads sold under the "Club Chef" and "Chef
Classic" brands; and

* Margarine, shortening and other consumer packaged foods sold
under the "Numar," "Clover" and various regional brand names.

Chiquita's branded juices are available throughout most of the
United States and are manufactured by others to the Company's
specifications. Chiquita also sells banana puree, sliced bananas and other
specialty banana products to producers of baby food, fruit beverages and
baked goods and to others. Chiquita manufactures and markets shortening,
margarine and vegetable oil products primarily in Costa Rica and Honduras
from oil palm grown on the Company's plantations located in these countries.
Chiquita owns one of the largest private-label vegetable processors in the
U.S. which markets a full line of over twenty-five types of processed
vegetables to retail and food service customers throughout the U.S. and
other countries.

During the fourth quarter of 1992, after evaluation of
reorganization plans announced earlier that year and completion of other
preparatory actions, Chiquita adopted a plan of disposal for its Meat
Division operations. Pursuant to the plan, Chiquita sold a component of its
Meat Division in December 1992 and has made significant progress since,
including: (i) successful ongoing cost reduction efforts resulting in
breakeven operating results for 1993; (ii) progress toward obtaining
substantial cost reductions relating to retiree medical costs; (iii) grants
of subsidies and concessions from state and local governments; (iv) stand
alone working capital financing; and (v) sale of the Division's specialty
meat operations in February 1994 for approximately $50 million in cash.
Chiquita expects to complete the divestures of these operations by the end
of 1994.

Chiquita's Meat Division is engaged in the processing and
marketing primarily of fresh pork and processed meat products which are sold
principally in the U.S. and for export to Japan, Mexico, Canada and other
Central American and Pacific Rim countries.

The operations of the Meat Division involve supplying a
consistent quality product to a broad market, including large food chains.
Profit margins in the fresh meat business are low, and the availability of
adequate supplies and cost of livestock is significant to the profitability
of the Meat Division's fresh meat operations.




Great American Communications

Data in this section generally has been taken from the 1993 Form
10-K of GACC.

GACC is engaged in the ownership and operation of television and
radio stations; its operations are conducted through Great American


Television and Radio Company, Inc. ("GATR"). At December 31, 1993, GATR and
its subsidiaries employed approximately 1,300 full-time employees and 250
part-time employees.

Following its acquisition of Taft Broadcasting in 1987, GACC was
highly leveraged. In the ensuing years, GACC restructured substantial
amounts of its debt and sold assets to meet debt maturities. However, the
downturn in the per-formance and values of the TV and radio businesses
caused GACC's cash flow from operations to be insufficient to meet all of
its obligations as they came due.

In December 1993, GACC completed a comprehensive financial
restructuring which included a joint prepackaged plan of reorganization
under Chapter 11 of the Bankruptcy Code for GACC and two of its non-
operating subsidiaries. GACC also negotiated a new credit facility with its
bank lenders. Through the reorgani-zation, GACC reduced its total
outstanding debt and preferred stock from $910 million to $433 million and
lowered its annual fixed charges (interest and preferred stock dividends)
from more than $94 million to approximately $41 million.

Under GACC's restructuring, AFC exchanged its investment in GACC
stock and debt for approximately 2.3 million shares of new GACC common
stock. In addition, AFC contributed $7.5 million of new capital to GACC in
exchange for additional common stock and 14% notes. At December 31, 1993,
AFC owned 20% of GACC's voting common stock; AFC's Chairman owned an
additional 12% of the stock.

At December 31, 1993, GATR owned and/or operated six network-
affiliated television stations, twelve FM radio stations and five AM radio
stations. The following tables give the location, network affiliation and
market information for these stations.


Television Stations

Station Rank(A) Cable
Market and TV HomesStation and Network Adults Commercial Sub-
National Market in DMA First Year Affili- Market Aged Stations in scriber-
Rank (A) (000's) Owned ation Share 25-54 Market ship
VHF UHF

Tampa, FL 15 1,384 WTSP 1985 ABC 3 3 3 6 67%
Phoenix, AZ 20 1,097 KSAZ* 1985 CBS 1 Tie 2 Tie 4 4 53%
Cincinnati, OH 30 770 WKRC 1949 ABC 3 1 Tie 3 2 58%
Kansas City, MO 31 768 WDAF 1964 NBC 3 2 Tie 3 3 60%
Greensboro/
Highpoint, NC 48 538 WGHP 1991 ABC 2 Tie 2 Tie 3 4 58%
Birmingham, AL 51 522 WBRC 1957 ABC 1 1 2 3 62%

* Formerly KTSP
(A) Rankings are based on TV households in Designated Market Area ("DMA"),
6:00 a.m. to 2:00 a.m., Sunday-Saturday.

The source of all television stations' market information is the Nielsen
Station Index, November 1993.




Radio Stations

Market and Metro Station and Rank In Stations
National Market Population First Year Format Targeted In


Rank (A) (000's) Owned (B) Market Audience Market
FM

Detroit, MI 6 3,643 WRIF 1987* AOR 13 Tie 2 30
Atlanta, GA 12 2,682 WKLS 1985 AOR 8 3 19
Phoenix, AZ 21 1,880 KSLX 1992 CR 16 7 26
Tampa, FL 22 1,869 WXTB 1989 AOR 2 1 24
Denver, CO 24 1,637 KBPI 1990** AOR 9 Tie 3 33
Cincinnati, OH 25 1,529 WKRQ 1947** CHR 3 3 24
Portland, OR 26 1,512 KKRZ 1984 CHR 3 2 25
Milwaukee, WI 28 1,342 WLZR 1987* AOR 4 2 26
Sacramento, CA 29 1,340 KSEG 1988 CR 6 5 25
Sacramento, CA 29 1,340 KRXQ *** AOR 8 Tie 2 25
Kansas City, MO 30 1,338 KYYS 1964 AOR 11 6 25
Columbus, OH 34 1,197 WLVQ 1954 AOR 5 1 23

AM
Phoenix, AZ 21 1,880 KOPA 1992 CR (C) (C) 26
Portland, OR 26 1,512 KEX 1984 AC 2 5 25
Milwaukee, WI 28 1,342 WLZR 1987* AOR (C) (C) 26
Kansas City, MO 30 1,338 WDAF 1964 C 1 9 25
Columbus, OH 34 1,197 WTVN 1954 AC 2 3 23

* Under agreement for sale as of March 1, 1994.
** An agreement in principal has been reached for the sale of KBPI in Denver and
the acquisition of WWNK-FM in Cincinnati. The transaction is pending execution
of a definitive agreement and is subject to the approval of the FCC.
*** Operated under a local marketing arrangement as of December 31, 1993;
under agreement for purchase as of March 1, 1994.

(A) Rankings are based on Arbitron Radio Report services, generally for all persons aged
12 and over and for all hours of the week except overnight.
(B) AOR - Album Oriented Rock C - Country
AC - Adult Contemporary CHR - Contemporary Hit Radio
CR - Classic Rock
(C) Separate rating not meaningful. These stations are operated in conjunction with the
related FM station.


Substantially all of GATR's broadcast revenues come from the sale of
advertising time to local and national advertisers. Local advertisements
are sold by each station's sales personnel and national spots are sold by
independent national sales representatives.

GATR's television stations receive a significant portion of their
programming from their respective networks; the networks sell commercial
advertising time within such programming. The competitive position of the
stations is directly affected by viewer acceptance of network programs. In
recent years, the national audience shares obtained by the networks have
declined as a result of increased competition from cable television networks
and other competing program sources. As of 1991, these declines began to
diminish and it is expected that significant declines will not occur during
the next several years. The non-network programs broadcast by the stations
are either produced by the stations or acquired from other sources. Locally
originated programs include a wide range of show types such as
entertainment, news, sports, public affairs and religious programs.

Because most radio programming originates locally, network affiliation
has little effect upon the station's competitive position within the market.
GATR's AM radio stations offer their listeners a wide range of programs
including news, music, discussion, commentary and sports. GATR's FM radio
stations offer primarily album oriented rock, classic rock and contemporary
hit music programming, designed to appeal to a more youthful audience.


Federal Communication Commission ("FCC") rules permitting ownership of
two FM and/or two AM radio stations in certain markets (a "duopoly") have
created opportunities for GATR to increase advertising revenues and may
reduce operating expenses. GATR expects in the near future to purchase,
sell or exchange radio stations in order to take advantage of the
considerable operating opportunities presented from the duopoly rules.

General Cable

Data in this section generally has been taken from the 1993 Form 10-K
of General Cable.

General Cable Corporation was formed in 1992 to hold American Premier's
wire and cable and heavy equipment manufacturing businesses. In July 1992,
American Premier distributed approximately 88% of all the outstanding shares
of General Cable common stock to American Premier shareholders. In February
1994, General Cable sold the equipment manufacturing businesses in order to
concentrate on the wire and cable business. General Cable employs
approximately 4,600 persons.

General Cable is comprised of (i) the Electrical Group which
manufactures and sells electrical wire and cable for industrial, commercial
and residential uses; (ii) the Telecommunications & Electronics Group which
manufacturers and markets telecommunications and electronic wire and cable
for a variety of voice and data communications applications; and (iii) the
Consumer Products Group which manufactures and sells wire and cable products
to consumers and original equipment manufacturers.

Spelling Entertainment Group

AFC was engaged in the distribution and production of filmed
entertainment programming through its subsidiary Spelling Entertainment
Group. In March 1993, AFC sold its common stock investment in Spelling to
Blockbuster Entertainment Corporation in exchange for 7.6 million shares of
Blockbuster common stock and warrants to purchase an additional two million
Blockbuster shares at $25 per share.

Other Companies

Through subsidiaries, AFC is engaged in a variety of other
businesses, including The Golf Center at Kings Island (golf and tennis
facility) and Provident Travel Agency, both in the Greater Cincinnati area;

commercial real estate operations in Cincinnati (offices and hotel),
Louisiana (hotel), Florida (resort) and Massachusetts (resort) and
apartments in Alabama, Florida, Kentucky, Louisiana, Minnesota, Oklahoma and
Texas; and Financial World Magazine. These operations employ approximately
500 full-time employees.

In October 1993, AFC sold its insurance brokerage operation,
American Business Insurance, Inc., to Acordia, Inc., an Indianapolis-based
insurance broker. In the sale, AFC received approximately $50 million in
cash, 800,000 shares of Acordia common stock and warrants to purchase an
additional 1.5 million Acordia shares at $25 per share.


AFC was engaged in the theme park business through its wholly-
owned subsidiary, Kings Island, one of the top ten theme parks in the United
States based on attendance. In October 1992, AFC sold Kings Island to an
unaffiliated party for approximately $210 million in cash.

Investment Portfolio


General

A breakdown of AFC's December 31, 1993, investment portfolio by
business segment follows (excluding investment in equity securities of
investee corporations) (in millions).

Total
Carrying Value Market
P&C Annuity Other Total Value

Cash and Short-term Investments $ 85 $ 62 $21 $ 168 $ 168
Bonds and Redeemable
Preferred Stocks 1,948 4,186 4 6,138 6,309
Other Stocks, Options
and Warrants 300 26 13 339 339
Loans Receivable 185 421 25 631 631(*)
Real Estate and Other Investments 96 30 14 140 140(*)
$2,614 $4,725 $77 $7,416 $7,587

(*) Carrying value used since market values are not readily available.

The following tables present the percentage distribution and
yields of AFC's investment portfolio (excluding investment in equity
securities of investee corporations) as reflected in its financial
statements.

1993 1992 1991 1990 1989

Cash and Short-term Investments 2.3% 9.3% 15.3% 13.0% 12.1%
Bonds and Redeemable Preferred Stocks:
U.S. Government and Agencies 2.8 5.7 5.3 8.5 6.4
State and Municipal .8 .6 .6 2.6 2.1
Public Utilities 10.2 8.5 10.7 13.2 8.6
Collateralized Mortgage Obligations 24.7 22.9 20.8 16.0 17.8
Corporate and Other 41.1 33.9 31.8 22.6 24.9
Redeemable Preferred Stocks 1.3 .8 .3 .5 1.1
80.9 72.4 69.5 63.4 60.9
Net Unrealized Gain on above items
Available for Sale 1.8 .8 - - -
82.7 73.2 69.5 63.4 60.9
Other Stocks, Options and Warrants 4.6 2.6 3.2 7.5 10.3
Loans Receivable 8.5 12.9 9.9 12.1 13.4
Real Estate and Other Investments 1.9 2.0 2.1 4.0 3.3
100.0% 100.0% 100.0% 100.0% 100.0%


Yield on Fixed Income Securities (A):
Excluding realized gains and losses 8.0% 8.8% 9.5% 10.3% 11.3%
Including realized gains and losses 8.7% 9.8% 9.0% 8.0% 10.7%

Yield on Stocks (A):
Excluding realized gains and losses 4.4% 6.4% 2.2% 6.7% 5.0%
Including realized gains and losses 16.9% 15.5% 29.7% 15.9% 9.7%



Yield on Investments (B):
Excluding realized gains and losses (A) 7.9% 8.7% 9.2% 10.1% 10.7%
Including realized gains and losses (A) 9.0% 10.0% 10.0% 8.6% 10.6%
Including realized gains and losses and
provisions for losses on investments 9.0% 10.0% 9.4% 6.6% 8.6%

(A) Excludes provision for losses on investments.


(B) Excludes "Real Estate and Other Investments".

Unlike most insurance groups which have portfolios that are
invested heavily in tax-exempt bonds, AFC has historically invested
substantial amounts in taxable corporate bonds. In addition, AFC has
generally followed a practice of concentrating its investments in a
relatively limited number of issues rather than maintaining relatively
limited positions in a larger number of issues, although this practice has
moderated in recent years.

The NAIC assigns quality ratings to publicly traded as well as
privately placed securities. These ratings range from Class 1 (highest
quality) to Class 6 (lowest quality). The following table shows AFC's bonds
and redeemable preferred stocks, by NAIC designation (and comparable
Standard & Poor's Corporation rating) as of December 31, 1993 (dollars in
millions).

% of
NAIC Amortized Market Total
Rating Comparable S&P Rating Cost Value Market

1 AAA, AA, A $3,537 $3,704 59%
2 BBB 2,172 2,267 36
Total investment grade 5,709 5,971 95
3 BB 222 233 4
4 B 74 92 1
5 CCC, CC, C - 8 *
6 D - 5 *
Total non-investment grade 296 338 5

Total $6,005 $6,309 100%

(*)less than 1%

Risks inherent in connection with fixed income securities
include loss upon default and market price volatility. Factors which can
affect the market price of securities include: credit worthiness, changes in
interest rates and economic growth, fewer market makers and investors,
defaults by major issuers of securities and public concern about
concentrations in certain types of securities by institutions.

AFC's primary investment objective for bonds and redeemable
preferred stocks is interest and dividend income rather than realization of
capital gains. AFC invests in bonds and redeemable preferred stocks that
have primarily short-term and intermediate-term maturities. This practice
allows additional flexibility in reacting to fluctuations of interest rates.

AFC's practice permits concentration of attention on a
relatively limited number of companies in relatively few industries,
principally insurance, utilities, financial services, food products, energy
and communications. Some of the investments, because of their size, may not
be as readily marketable as the typical small investment position.
Alternatively, a large equity position may be attractive to persons seeking
to control or influence the policies of a company and AFC's concentration in
a relatively small number of companies and industries may permit it to

identify investments with above average potential to increase in value.
This concentration of size is less prominent in fixed income security
investments than in equity investments.

Seasonality

The operations of certain of AFC's business segments are


seasonal in nature. While insurance premiums are recognized on a relatively
level basis, claim losses related to adverse weather (snow, hail, flooding,
hurricanes, tornados, etc.) may be seasonal. The banana portion of the food
products segment is affected by variations in consumer demand based on the
availability of other fruits. The resulting seasonal pricing generally
produces the strongest period during the first six months of the year.
Television broadcast revenues tend to be higher in the second and fourth
quarters.

Competition

Most areas of AFC's operations are highly competitive, with
competition coming from a variety of sources, many of which are larger and
have financial resources greater than AFC or its subsidiaries.

The Insurance Groups and GALIC compete with other insurers
primarily in service and price. Since they sell policies through
independent agents, they must also compete for agents. Such competition is
based on service to policyholders and agents, product design, commissions
and profit sharing. No single insurer dominates the marketplace.
Competitors include individual insurers and insurance groups of varying
sizes, some of which are mutual companies possessing competitive advantages
in that all their profits inure to their policyholders, and many of which
possess financial resources in excess of those available to the Insurance
Groups and GALIC. In a broader sense, GALIC competes for retirement savings
with a variety of financial institutions offering a full range of financial
services.

Chiquita's principal competitors consist of a limited number of
large international companies. In order to compete successfully, Chiquita
must be able to source bananas of uniformly high quality and distribute them
in worldwide markets on a timely basis. Chiquita believes that it sells
more bananas than any of its competitors, accounting for approximately one-
fourth of all bananas imported into its principal markets throughout the
world.

GACC's television and radio stations compete for revenues with
other stations in their respective signal coverage areas as well as with all
other advertising media. The broadcast stations also compete for audience
with other forms of home entertainment, such as cable television, pay
television systems of various types and home video and audio recordings.

General Cable's electrical group competes against numerous
building wire suppliers. General Cable believes it is one of the three
leaders in this market, each of which has at least a 20% market share. Its
telecommunications and electronics group is in a highly competitive market
which is dominated by AT&T Technologies, Inc.

Regulation

AFC's insurance subsidiaries are regulated under the insurance
and insurance holding company laws of their states of domicile and other
states in which they operate. These laws, in general, require approval of
the particular insurance regulators prior to certain actions by the
insurance companies, such as the payment of dividends in excess of statutory

limitations and certain transactions and continuing service arrangements
with affiliates. Regulation and supervision of each insurance subsidiary is
administered by a state insurance commissioner who has broad statutory
powers with respect to the granting and revoking of licenses, approvals of
premium rates, forms of insurance contracts and types and amounts of
business which may be conducted in light of the policyholders' surplus of
the particular company. AFC's largest insurance subsidiaries, GAI and


GALIC, are Ohio domiciled insurers. State insurance departments conduct
periodic financial examinations of insurance companies, with GAI's and
GALIC's most recent such examinations being as of December 31, 1990.
Insurance departments also perform market conduct examinations to determine
compliance with rate and form filings and to monitor treatment of
policyholders and claimants. State insurance laws also regulate the
character of each insurance company's investments, reinsurance and security
deposits. The statutes of most states provide for the filing of premium
rate schedules and other information with the insurance commissioner, either
directly or through rating organizations, and the commissioner generally has
powers to disapprove such filings or make changes to the rates if they are
found to be excessive, inadequate or unfairly discriminatory. The
determination of rates is based on various factors, including loss and loss
adjustment expense experience.

The National Association of Insurance Commissioners ("NAIC") is
an organization which is comprised of the chief insurance regulator for each
of the 50 states and the District of Columbia. In 1990, the NAIC began an
accreditation program to ensure that states have adequate procedures in
place for effective insurance regulation, especially with respect to
financial solvency. The accreditation program requires that a state meet
specific minimum standards in over 15 regulatory areas to be considered for
accreditation. The accreditation program is an ongoing process and once
accredited, a state must enact any new or modified standards approved by the
NAIC within two years following adoption. As of December 1993, 32 states
were accredited, including Ohio.

In December 1993, the NAIC adopted the Risk Based Capital For
Insurers Model Act which applies to both life and property and casualty
companies. The risk-based capital formulas determine the amount of capital
that an insurance company needs to ensure that it has an acceptably low
expectation of becoming financially impaired. The act provides for
increasing levels of regulatory intervention as the ratio of an insurer's
total adjusted capital and surplus decreases relative to its risk-based
capital, culminating with mandatory control of the operations of the insurer
by the domiciliary insurance department at the so-called "mandatory control
level". The risk-based capital formulas became effective in 1993 for life
companies and will become effective with the filing of the 1994 Annual
Statement for property and casualty companies. Based on the 1993 results of
AFC's insurance companies, all such companies are adequately capitalized.

The NAIC's state accreditation criteria require that a state
adopt the NAIC model law governing extraordinary dividends or a law
substantially similar to the model. The current NAIC model for
extraordinary dividends requires prior regulatory approval of any dividend
that exceeds the "lesser of" 10% of statutory surplus or 100% of the prior
year's net income (net gain from operations for life insurance companies),
subject in either case to the existence of sufficient earned statutory
surplus from which such dividends may be paid. The NAIC has adopted a
variety of alternative provisions which may be considered "substantially
similar" to its model, one of which includes the "greater of" rather than
"lesser of" standard with other restrictions. In October 1993, Ohio revised
its dividend law to adopt one of the alternatives. The maximum amount of
dividends which may be paid without (i) prior approval or (ii) expiration of
a 30 day waiting period without disapproval is the greater of statutory net

income or 10% of policyholders' surplus as of the preceding December 31, but
only to the extent of earned surplus as of the preceding December 31. The
Ohio Insurance Department has broad discretion to limit the payment of
dividends by insurance companies domiciled in Ohio.

The NAIC has been considering the adoption of a model investment
law for several years. The current projection for adoption of a model law


is the end of 1994, at the earliest. It is not yet determined whether the
model law would be added to the NAIC accreditation standards so that
consideration of the model for adoption in states would be required for the
achievement or continuation of any state's accreditation. It is not
possible to predict the impact of these activities on AFC's insurance
subsidiaries.

There can be no assurance that existing insurance-related laws
and regulations will not become more restrictive in the future and thereby
have a material adverse effect on the operations of AFC's insurance
subsidiaries and on their ability to pay dividends.

Chiquita is subject to a variety of governmental regulations in
certain countries where it sources and markets its products, including
import quotas and tariffs, currency exchange controls and taxes. In July
1993, the European Union ("EU") implemented a new quota effectively
restricting the volume of Latin American bananas imported into the EU to
approximately 80% of prior levels. Challenges to the quota and many matters
regarding implementation and administration of the quota remain to be
resolved. In May 1993, the principles underlying the new regulation that
discriminate against Latin American banana exporting countries were ruled
illegal under the General Agreement on Tariffs and Trade ("GATT") by a GATT
dispute settlement panel. In January 1994, a GATT dispute settlement panel
ruled on a second lawsuit against the current EU regulation in favor of the
Latin American countries. GATT rulings in favor of the Latin American
countries could result in an increase in the total volume of Latin American
bananas, including banana volume of Chiquita, which could be imported under
the quota. However, there can be no assurance that the EU will comply, or
the manner in which it would comply, with such rulings.

GACC's television and radio broadcasting operations are subject
to the jurisdiction of the FCC. FCC regulations govern issuance, term,
renewal, transfer and cross-ownership of licenses which are necessary for
operation of television and radio stations.


ITEM 2

Properties

AFC and subsidiaries own several buildings located in downtown
Cincinnati, Ohio. These buildings are situated on one block of land owned
by AFC and contain approximately 570,000 square feet of commercial and
office space, one-half of which is occupied by AFC and affiliates.

GAI and its subsidiaries own office and storage facilities in
Cincinnati, Dallas, Tulsa and Oklahoma City. In addition, Great American
leases approximately 204,000 square feet of space for its home office in a

downtown Cincinnati building under leases expiring in 1994 thru 1997. Great
American also leases office space in approximately 75 cities throughout the
United States for its regional and service offices.

In connection with the acquisition of a majority ownership of
American Annuity by AFC, American Annuity relocated its corporate offices to

Cincinnati where it leases approximately 100,000 square feet. In addition,
American Annuity leases office space totaling approximately 60,000 square
feet in Los Angeles under a lease which expires in December 1994 and is not
expected to be renewed. American Annuity also owns approximately 650,000
square feet and leases approximately 150,000 square feet of manufacturing
facilities related to its discontinued operations. American Annuity is
actively engaged in efforts to sell these remaining facilities or extend


existing leases on the properties.

American Premier's insurance subsidiaries lease an aggregate of
approximately 360,000 square feet in nine cities under leases with
expirations ranging from 1994 to 2001.

Chiquita owns about three-fourths of the 178,000 acres (located
primarily in Central America) that it uses for its banana and oil palm
operations. In addition, Chiquita owns power plants, packing stations,
warehouses, irrigation systems and loading and unloading facilities.
Chiquita owns, controls under bareboat leases or uses under time-charter
agreements over 40 ocean-going refrigerated vessels.

GACC owns all of its television station studios and buildings
and all but one of its transmission sites. GACC owns three of its radio
studios and buildings, four of its FM transmission sites and all but one of
its AM transmission sites.

General Cable operates 22 manufacturing facilities in the United
States. Four-fifths of those facilities, consisting of 4.1 million square
feet, are owned. In addition, General Cable owns its Northern Kentucky
headquarters building, consisting of 66,000 square feet of office space and
100,000 square feet of warehouse capacity.

AFC and its subsidiaries own approximately 600 acres northeast
of Cincinnati on which are located The Golf Center at Kings Island and a
campground.


ITEM 3

Legal Proceedings

AFC and its subsidiaries are involved in various litigation,
most of which arose in the ordinary course of business. Except for the
following, management believes that none of the litigation meets the
threshold for disclosure under this Item.

For several years AFC had an ownership interest of less than 50%
in Mission Insurance Group, Inc. That company experienced financial
difficulties culminating in bankruptcy and receivership proceedings in 1985
and 1986. AFC wrote off its investment in Mission in 1986 and sold its
ownership position in 1987. Under the receivership proceedings, the
Insurance Commissioner of California sued numerous reinsurers who had done
business with Mission's insurance subsidiaries in two suits brought in
Superior Court, Los Angeles County, California, styled Insurance
Commissioner of the State of California v. Mission Insurance Company and
Gillespie v. Abeille-Paix et al. During 1989, AFC, Carl H. Lindner and
Ronald F. Walker ("AFC Defendants"), along with other directors of Mission

("Mission Directors"), were added as cross-defendants to that litigation by
both the Commissioner and the reinsurance companies. The trials began in
late 1991 and continue as of March 1, 1994. The Commissioner's
cross-complaint against the AFC Defendants and the Mission Directors alleges
breach of fiduciary duty and seeks indemnity in the event the reinsurers are

not required to pay as a result of any finding of fraud, negligence or
breach of duty. The actions brought by the reinsurers against the AFC
Defendants and Mission Directors were dismissed. The Commissioner has
entered into a Partial Settlement Agreement (which became final in 1990)
with the AFC Defendants and certain of the Mission Directors ("Settling
Parties"). The settlement provides that the Commissioner release the
Settling Parties from all claims except that the Settling Parties may still


be liable in the event that the Commissioner does not recover the full
amount sought from the reinsurers and it is determined that such failure to
recover resulted from misconduct by one or more Settling Parties. The
liability of any Settling Party must be determined on an individual
comparative fault basis. The Settling Parties have denied all material
allegations. Management believes there is little likelihood that this
litigation will have a material impact on AFC's financial statements.

PART II

ITEM 5

Market for Registrant's Common Equity and Related Stockholder Matters

Not applicable - Registrant's Common Stock is owned by fewer
than 20 share-holders. See the Consolidated Financial Statements for
information regarding dividends.
ITEM 6

Selected Financial Data

The following table sets forth certain data for the periods
indicated (dollars in millions).


1993 1992 1991 1990 1989
Operations Statement Data:

Total Revenues $ 2,721 $ 3,929 $ 5,219 $ 7,761 $ 7,038
Earnings (Loss) From
Continuing Operations
Before Income Taxes 262 (145) 119 49 39
Earnings (Loss) From:
Continuing Operations 225 (162) 56 (9) (5)
Discontinued Operations - - 16 3 8
Extraordinary Items (5) - - 28 -
Cumulative Effect of
Accounting Change - 85 - - -
Net Earnings (Loss) 220 (77) 72 22 3

Ratio of Earnings to
Fixed Charges (A) 2.62 2.15 1.54 1.12 .96
Ratio of Earnings to
Fixed Charges and
Preferred Dividends (A) 2.26 1.94 1.42 1.06 .90

Balance Sheet Data:
Total Assets $10,077 $12,389 $12,057 $11,500 $10,770
Long-term Debt:
Parent Company 572 557 559 558 555
Subsidiaries 482 1,452 1,549 2,432 2,249
Capital Subject to
Mandatory Redemption 49 28 82 77 88
Other Capital 537 280 262 256 333


(A) Fixed charges are computed on a "total enterprise" basis. For
purposes of calculating the ratios, "earnings" have been
computed by adding to pretax earnings (excluding discontinued
operations) the fixed charges and the minority interest in
earnings of subsidiaries having fixed charges and deducting
(adding) the undistributed equity in earnings (losses) of
investees. Fixed charges include interest (excluding interest


on annuity policyholders' funds), amortization of debt discount
and expense, preferred dividend requirements of subsidiaries and
a portion of rental expense deemed to be representative of the
interest factor.

Earnings exceeded fixed charges by $267 million in 1993, $269
million in 1992, $163 million in 1991 and $54 million in 1990.
Earnings exceeded fixed charges and preferred dividends by $241
million, $243 million, $138 million and $29 million in the same
periods. Fixed charges exceeded earnings by $16 million in
1989; fixed charges plus preferred dividends exceeded earnings
by $46 million in 1989.

ITEM 7

Management's Discussion and Analysis
of Financial Condition and Results of Operations
GENERAL

Following is a discussion and analysis of the financial
statements and other statistical data that management believes will enhance
the understanding of AFC's financial condition and results of operations.
This discussion should be read in conjunction with the financial statements
beginning on page F-1.

AFC is organized as a holding company with almost all of its
operations being conducted by subsidiaries and investees. The parent
corporation, however, has continuing expenditures for administrative
expenses and corporate services and, most importantly, for the payment of
principal and interest on borrowings and redemption of and dividends on AFC
Preferred Stock. Therefore, certain analyses are best done on a parent only
basis while others are best done on a total enterprise basis. In addition,
since many of its businesses are financial in nature, AFC does not prepare
its consolidated financial statements using a current-noncurrent format.
Consequently, certain traditional ratios and financial analysis tests are
not meaningful.

LIQUIDITY AND CAPITAL RESOURCES

Ratios The following ratios may be considered relevant indicators of AFC's
liquidity and are typically presented by AFC in its prospectuses and similar
documents. Management believes that balance sheet ratios (debt-to-equity)
are more meaningful on a parent only basis. On the other hand, earnings
statement ratios (fixed charges) are more meaningful on a total enterprise
basis since the parent only ratio is dependent, to a great degree, on the
discretionary nature of dividend payments from subsidiaries.

Ratios of AFC's (parent only) long-term debt to equity (i)
excluding Capital Subject to Mandatory Redemption, or (ii) including it as
either (a) debt or (b) equity at December 31, 1993, 1992 and 1991 are shown
below. Ratios of earnings to fixed charges, excluding and including
preferred dividends, for the three years ended December 31, 1993 are also
shown below.


1993 1992 1991
Debt to equity 1.06 1.99 2.13
Debt (plus redeemable capital) to equity 1.16 2.09 2.45
Debt to equity (plus redeemable capital) .98 1.81 1.63

Earnings to fixed charges 2.62 2.15 1.54
Earnings to fixed charges plus preferred
dividends 2.26 1.94 1.42


Sources of Funds A wholly-owned subsidiary, Great American Holding
Corporation ("GAHC"), has a revolving credit agreement with several banks
under which it can borrow up to $300 million. The credit line converts to a
four-year term loan with scheduled principal payments to begin in March
1997. Borrowings under the credit line are made by GAHC and are advanced to
AFC. The line is guaranteed by AFC and secured by 50% of the stock of Great
American Insurance Company ("GAI"). Borrowings, repayments and interest
payments on the line are included in "net advances from (to) subsidiaries"
in the following table. At December 31, 1993, GAHC had no outstanding
borrowings under the agreement.

Funds to meet the parent company's expenditures have been
provided from a variety of sources within the holding company, from
subsidiaries and directly from outside sources, as detailed in the following
table (in millions):



Cash provided by: 1993 1992 1991

Operations:
Dividends from subsidiaries $128.2 $ 67.0 $ 64.1
Tax allocation payments from subsidiaries 72.2 128.7 107.6
Interest and dividends from others 5.4 9.0 5.6
Receipts on notes and lease receivables 0.3 .9 2.6
Federal income tax refund - 18.3 -
From operations 206.1 223.9 179.9
Other transactions:
Sales of assets to non-affiliates 107.1 25.6 8.7
Sales of assets to affiliates 17.3 3.2 -
Sales of affiliates 1.8 139.0 -
Sales of Preferred Stock - 15.0 19.4
Additional borrowings 10.0 .8 .9
Other 21.5 6.8 13.2
Total cash provided 363.8 414.3 222.1

Cash utilized for:
Operations:
Interest payments 66.7 67.7 67.8
Dividend payments 28.0 29.0 32.2
Federal income tax payments 48.3 22.2 17.5
Other holding company costs 41.7 36.8 42.6
For operations 184.7 155.7 160.1
Other transactions:
Net advances to affiliates 138.6 225.5 14.8
Purchases of affiliates and other
investments 29.5 42.7 1.8
Principal payments on debt 9.1 17.5 5.5
Repurchases of Preferred Stock 2.6 10.5 6.8
Other 5.4 .6 .6
Total cash utilized 369.9 452.5 189.6



Net increase (decrease) in cash and short-term investments (6.1) (38.2) 32.5
Cash and short-term investments at beginning
of period 8.8 47.0 14.5

Cash and short-term investments at end
of period $ 2.7 $ 8.8 $ 47.0


AFC and certain subsidiaries have arrangements among themselves


under which they may borrow from each other from time to time for short-term
working capital needs. Certain AFC subsidiaries have revolving credit
facilities with banks (including those mentioned herein) which may be used
for various corporate purposes. These facilities aggregated approximately
$320 million of which $305 million was available at December 31, 1993.

Generally, over 90% of the dividends (including non-cash
dividends) received from subsidiaries have been from GAI. Payments of
dividends by GAI are subject to various laws and regulations which limit the
amount of dividends that can be paid without regulatory approval. During
1993, the State of Ohio revised its dividend law for Ohio-domiciled
insurers. Under the new law, the maximum amount of dividends which may be
paid without (i) prior approval or (ii) expiration of a 30 day waiting
period without disapproval is the greater of statutory net income or 10% of
policyholders' surplus as of the preceding December 31, but only to the
extent of earned surplus as of the preceding December 31. While the new law
is generally more restrictive than the prior law regarding the amount of
dividends which can be paid without prior approval, management believes GAI
will be able to gain such approvals due to its strong surplus position. The
maximum amount of dividends payable in 1994 from GAI based on its 1993
earned surplus is approximately $108 million.

For statutory accounting purposes, equity securities are
generally carried at market value with changes in aggregate market value
directly affecting policy-holders' surplus. At December 31, 1993, AFC's
insurance group owned publicly traded equity securities of affiliates with a
market value of $858 million, including equity securities of AFC
subsidiaries of $451 million. Since significant amounts of affiliated
investments are concentrated in a relatively small number of companies,
volatility in the market prices of these stocks could adversely affect the
insurance group's policyholders' surplus, potentially impacting the amount
of dividends available or necessitating a capital contribution.

Under tax allocation agreements with AFC, 80%-owned U.S.
subsidiaries generally compute tax provisions as if filing a separate return
based on book taxable income computed in accordance with generally accepted
accounting principles. The resulting provision (or credit) is currently
payable to (or receivable from) AFC.

Management believes AFC has sufficient resources to meet its
liquidity requirements through operations in the short-term and long-term
future. If funds generated from operations, including dividends from
subsidiaries, are insufficient to meet fixed charges in any period, AFC
would be required to meet such charges through bank borrowings, sales of
securities or other assets, or similar transactions.

Uncertainties In exchange for $5 million, AFC has agreed to indemnify
Spelling Entertainment Group Inc. for up to $35 million in excess of a
threshold amount of $25 million of the costs Spelling may incur in the 12
years beginning April 1, 1993 to resolve Spelling's environmental matters,
bankruptcy claims and certain other matters. Additionally, an AFC
subsidiary has responsibility for environmental remediation costs, which are
estimated to be between $10 million and $15 million, associated with the

sales of former manufacturing properties. The subsidiary has reserved $10.6
million at December 31, 1993.

AFC's insurance subsidiaries do not establish reserves for
unreported environmental claims because such amounts cannot be reasonably
estimated. At December 31, 1993, they had recorded $45.1 million (net of
reinsurance recoverables) for reported environmental pollution and hazardous
products claims on policies written many years ago where, in most cases,
coverage was never intended. Due to inconsistent court decisions on many


coverage issues and the difficulty in determining standards acceptable for
cleaning up pollution sites, significant uncertainties exist which are not
likely to be resolved in the near future.

While the results of all such uncertainties cannot be predicted,
based upon its knowledge of the facts, circumstances and applicable laws,
management believes that sufficient reserves have been provided and that the
ultimate resolution of these uncertainties will not have a material adverse
effect on AFC's financial condition or liquidity.

Capital Requirements AFC is not heavily engaged in capital-intensive
businesses and therefore does not have substantial capital resource
requirements to the same extent that other companies might. Cash
expenditures for property, plant and equipment, excluding Chiquita which
ceased being a subsidiary in 1991, were $32 million, $53 million and
$28 million, in 1993, 1992 and 1991, respectively.

Management of AFC has always believed in the use of leverage
(borrowing funds at predetermined rates) to increase the return on its
equity. Historically, AFC has relied more on the use of fixed-rate debt and
preferred stock issuances in its financing activities. AFC borrows from
both public and private sources, with parent only debt at December 31, 1993,
coming almost entirely from public sources.

Whenever possible, AFC tries to do its financing on a long-term
basis, even if the current costs associated are slightly higher. At
December 31, 1993, the average maturity of AFC's borrowings on a parent only
basis was approximately
6-1/2 years; the average interest rate on those borrowings was 11.6%.
Comparable figures for three years ago are 9 years maturity and 11.6% stated
interest rate (12.8% effective rate).

In February 1994, AFC commenced an offer to issue new 9-3/4%
Debentures due April 20, 2004 and cash in exchange for its publicly traded
debentures. On March 28, 1994, AFC announced that the expiration date had
been extended to April 15, and that in excess of $190 million of old
debentures had been accepted for exchange. The table below shows (in
thousands) total sinking fund and other principal payments on all debt of
AFC (parent only) for 1994 and in subsequent periods on an historical basis
and on a pro forma basis (a) assuming 50% of each issue of the old
debentures are exchanged pursuant to the offer ("50% Accept-ance") and (b)
assuming all of the old debentures are tendered ("100% Accept-ance"). The
scheduled payments shown below assume that debentures purchased are applied
to the earliest scheduled retirements.

Pro Forma
December 31, 1993 50% 100%
Historical Acceptance Acceptance

1994 $ 12,080 $ 3,231 $ 3,231
1995 10,883 261 261
1996 11,843 261 261
1997 17,818 5,493 5,493

1998 19,223 261 261
1999-2002 343,605 184,928 11,469
2003-2004 154,279 375,296 548,755

Total $569,731 $569,731 $569,731

Actual cash outlays will be less than indicated in the above
table to the extent that AFC can satisfy scheduled retirements and sinking
fund requirements by acquiring its debt at discounts from redemption values.


The net annual charge to pretax income for interest expense would decline by
approximately $6.8 million based on 50% Acceptance and approximately $13.5
million based on 100% Acceptance.

Based on the results of this offer and cash availability, AFC
will redeem some or all of the unexchanged debentures. In March 1994, AFC
called for redemption its 13-1/2% Debentures and its 13-1/2% Series A
Debentures. Holders of either issue may accept the exchange offer.

Interest and dividend payments on parent company debt and
preferred stock (all issues) for the subsequent five years, assuming all
sinking fund and other principal payments are made as scheduled and before
effects of the 1994 exchange offers and redemptions, would be approximately
(in millions):

1994 1995 1996 1997 1998

Interest $66.0 $64.7 $63.5 $62.3 $60.8
Dividends 26.0 25.5 25.1 25.1 25.1

Payment of preferred dividends and redemption of AFC Preferred
Stock is subordinate to AFC's obligations to pay principal and interest on
its debt.

At December 31, 1993, sinking fund and other scheduled principal
payments on debt of subsidiaries for the next five years were as follows:
1994 - $4 million; 1995 - $63 million; 1996 - $1 million; 1997 - $16
million; and 1998 - $159 million.

Certain members of the Lindner family have the right to "put" to
AFC their shares of AFC Common Stock or options at any time at a price based
on AFC's book value per share (as defined). The "put" price is paid
one-third in cash and the balance in a five-year installment note bearing
interest at a rate equal to the five-year U.S. Treasury Note rate plus 3%.
The aggregate purchase price for remaining shares and options covered by the
"put" at December 31, 1993, was approximately $40 million.

Investments Approximately three-fifths of AFC's consolidated assets are
invested in marketable securities (excluding investment in equity securities
of investee corporations). AFC's investment philosophy is briefly
summarized in the following paragraphs.

AFC attempts to optimize investment income while building the
value of its portfolio, placing emphasis upon long-term performance. AFC's
goal is to maxi-mize return on an ongoing basis rather than focusing on
year-by-year performance.

Significant portions of equity and, to a lesser extent, fixed
income investments are concentrated in a relatively limited number of major
positions. This approach allows management to more closely monitor these
companies and the industries in which they operate. Some of the
investments, because of their size, may not be as readily marketable as the
typical small investment position. Alternatively, a large equity position

may be attractive to persons seeking to control or influence the policies of
a company. While management believes this investment philosophy will
produce higher overall returns, such concentrations subject the portfolio to
greater risk in the event one of the companies invested in becomes
financially distressed.

Fixed income investment funds are generally invested in
securities with short-term and intermediate-term maturities with an
objective of maximizing interest and dividend yields. This practice allows


additional flexibility in reacting to market conditions.

Approximately 95% of the bonds and redeemable preferred stocks
held by AFC were rated "investment grade" (credit rating of AAA to BBB) at
December 31, 1993, compared to less than 60% at the end of 1988. Investment
grade securities generally bear lower yields and lower degrees of risk than
those that are unrated and non-investment grade.

The realization of capital gains, primarily through sales of
equity securities, has been an integral part of AFC's investment program.
Individual securities are sold creating gains or losses as market
opportunities exist. Pretax capital gains (losses) recognized upon
disposition of securities, including investees, during the past five years
have been: 1993 - $165 million; 1992 - $104 million; 1991 - $38 million;
1990 - ($89 million) and 1989 - $64 million.

At December 31, 1993, AFC had gross unrealized gains and losses
on bonds and redeemable preferred stocks and equity securities as follows
(in millions):

Net
Gross Unrealized Unrealized
Gains Losses Gain
Bonds and redeemable preferred stocks:
Held to maturity $189.2 ($18.5) $170.7
Available for sale 133.2 - 133.2
322.4 (18.5) 303.9
Equity securities 137.2 (5.1) 132.1
$459.6 ($23.6) $436.0

When a decline in the value of a specific investment is
considered to be other than temporary, a provision for impairment is charged
to earnings and the carrying value of that investment is reduced.

At December 31, 1993, collateralized mortgage obligations
("CMOs") represented approximately 30% of AFC's bonds and redeemable
preferred stocks. At that date, interest only (I/Os), principal only (P/Os)
and other "high risk" CMOs represented approximately four-tenths of one
percent of AFC's total CMO portfolio. AFC invests primarily in CMOs which
are structured to minimize prepayment risk. In addition, the majority of
CMOs held by AFC were purchased at a discount to par value. Management
believes that the structure and discounted nature of the CMOs will minimize
the effect of prepayments on earnings over the anticipated life of the CMO
portfolio. Substantially all of AFC's CMOs are rated "AAA" by Standard &
Poor's Corporation and are collateralized by GNMA, FNMA and FHLMC single-
family residential pass-through certificates. The market in which these
securities trade is highly liquid. Aside from interest rate risk, AFC does
not believe a material risk (relative to earnings and liquidity) is inherent
in holding such investments.





RESULTS OF OPERATIONS - THREE YEARS ENDED DECEMBER 31, 1993

General Due to decreases in ownership percentages, AFC ceased
accounting for the following companies as subsidiaries and began accounting
for them as investees: American Premier (April 1993), Spelling (July 1992),
Chiquita (July 1991) and GACC (June 1991). AFC had accounted for American
Premier as a subsidiary from 1992 through the first quarter of 1993 due to
AFC's ownership exceeding 50%. As a result of these changes, current year
income statement components are not comparable to prior years and are not


indicative of future years.

AFC's net earnings reached a record high of $220 million in
1993. Major factors contributing to the increase in earnings included $155
million in pretax gains from the sales of AFC's insurance agency operations,
Spelling Entertainment Group, 4.5 million shares of American Premier and
additional proceeds received on the 1990 sale of the NSA Group in addition
to improved contributions to results from American Premier, Chiquita and
GACC.

Operating difficulties at two major investees caused significant
losses for AFC in 1992, partially offset by the benefit from the effect of
the accounting change as required by SFAS No. 109 and a gain on the sale of
Kings Island. Significant realized gains on securities sales and from the
public issuance of stock by an investee contributed to the $72 million of
earnings in 1991.

Property and Casualty Insurance - Underwriting Underwriting profitability
is measured by the combined ratio which is a sum of the ratio of
underwriting expenses to premiums written and the ratio of losses and loss
adjustment expenses to premiums earned. When the combined ratio is under
100%, underwriting results are generally considered profitable; when the
ratio is over 100%, underwriting results are generally considered
unprofitable. The combined ratio does not reflect investment income, other
income or federal income taxes. The combined underwriting ratio (statutory
basis, after policyholders' dividends) of GAI and its property and casualty
insurance subsidiaries ("Great American") was 103.9% in 1993, 105.0% in 1992
and 103.2% in 1991. Total net losses to AFC's insurance operations from
catastrophes (natural disasters and other incidents of major loss) were
$26 million in 1993, $42 million in 1992 and $22 million in 1991.

To understand the overall profitability of particular lines,
timing of claims payments and the related impact of investment income must
be considered. Certain "short-tail" lines of business (primarily property
coverages) have quick loss payouts which reduce the time funds are held,
thereby limiting investment income earned thereon. On the other hand,
"long-tail" lines of business (primarily liability coverages and workers'
compensation) have payouts that are either structured over many years or
take many years to settle, thereby significantly increasing investment
income earned on related premiums received.

While Great American desires and seeks to earn an underwriting
profit on all of its business, it is not always possible to do so. As a
result, the company attempts to expand in the most profitable areas and
control growth or even reduce its involvement in the least profitable ones.

In recent years, many commercial lines markets have been
extremely competitive as predicted premium rate increases have not
materialized. Workers' compensation, in particular, has been especially
hard hit by competition, rising benefit levels and claims fraud. Many
states have begun to address these problems and, in the last couple of
years, Great American has focused its efforts toward those markets where
improvements are evident.

In 1993, Great American's underwriting results significantly
outperformed the industry average for the eighth consecutive year. Great
American has been able to exceed the industry's results by supplementing its
commercial lines coverages with highly specialized niche products and new
automobile and homeowner products.

Many of the improvements experienced by Great American and the
market in general in recent years are expected to continue in 1994.


See the discussion of Underwriting and Loss and Loss Adjustment
Expense Reserves under Item 1 - "Business - Great American Insurance Group".

1993 compared to 1992 Property and casualty insurance premiums
decreased $657 million (31%) in 1993 reflecting the deconsolidation of
American Premier's insurance operations beginning in the second quarter of
1993. Premiums for the remainder of AFC's insurance group were virtually
unchanged.

1992 compared to 1991 Property and casualty insurance premiums
increased $955 million (80%) in 1992 reflecting the consolidation of
American Premier's insurance operations beginning in 1992. Premiums for the
remainder of AFC's insurance group were virtually unchanged.

Investment Income Changes in investment income reflect fluctuations in
market rates and changes in average invested assets.

1993 compared to 1992 Investment income decreased $87 million
(13%) in 1993 reflecting the deconsolidation of American Premier in 1993,
partially offset by an increase in average investments held.

1992 compared to 1991 Investment income increased $120 million
(21%) in 1992 reflecting primarily the consolidation of American Premier in
1992, partially offset by lower interest rates available in the marketplace.

Investee Corporations Equity in net earnings of investee corporations
(companies in which AFC owns a significant portion of the voting stock)
represents AFC's proportionate share of the investees' earnings and losses.

1993 compared to 1992 AFC's equity in the net earnings of
investees in 1993 was $70 million compared to a loss of $339 million in
1992. The principal items responsible for this improvement were (i) the
absence of losses from GACC in 1993 compared to AFC's loss of $187 million
from that investment in 1992, (ii) a $108 million improvement from
Chiquita's operations and (iii) $92 million in earnings from American
Premier which became an investee in the second quarter of 1993 when AFC's
ownership declined below 50%.

1992 compared to 1991 The decrease in equity in net earnings of
investees in 1992 reflects primarily the results of Chiquita and GACC, both
of which became investees in the third quarter of 1991. Chiquita reported a
net loss of $284 million in 1992 attributable principally to (i) sharply
increased banana costs and expenses and (ii) lower banana prices in the
first half of the year. GACC reported a net loss of $597 million in 1992
which includes a $658 million provision to revalue intangible assets to
reflect estimated current market values of broadcasting assets at December
31, 1992. In addition, significant debt, depreciation and amortization
expenses continued to more than offset broadcasting results. In connection
with a proposed financial restructuring of GACC, AFC transferred all
securities and loans related to GACC to the investee account and reduced the
carrying value of that investment to estimated net realizable value
($35 million).




Gains on Sales of Investees The gains on sales of investees in 1993 include
(i) a pretax gain of $52 million in the first quarter on the sale of
Spelling and (ii) a pretax gain of $28 million in the third quarter on the
public sale by AFEI of 4.5 million shares of American Premier common stock.

Gains on Sales of Subsidiaries The gains on sales of subsidiaries in 1993
include (i) a pretax gain of $44 million from the sale of American Business


Insurance, Inc. and (ii) a pretax gain of $31 million representing an
adjustment on the 1990 sale of AFC's non-standard automobile insurance group
to American Premier.

The gain on sale of subsidiary in 1992 represents a pretax gain
from the sale of Kings Island Theme Park.

The gains on sales of subsidiaries in 1991 include (i) a pretax
gain of $58 million as a result of Chiquita's public issuance of 5 million
shares of its common stock; (ii) a pretax gain of $13 million on Charter's
sale of its interest in an oil producing concession; and (iii) a $7 million
pretax gain on the disposition of 455,000 shares of Chiquita common stock.
These items were partially offset by a pretax loss of $12 million realized
as a result of GACC's issuance of 16.5 million shares of its common stock.

Sales of Other Products and Services Sales shown below (in millions)
include those of American Premier (from January 1992 to March 1993),
Spelling Entertainment Group (through June 1992), GACC (through May 1991),
Spelling Entertainment Inc. (from May 1991 to June 1992), Kings Island Theme
Park (through September 1992) and Chiquita (through June 1991).

1993 1992 1991
Federal Systems $ 99.2 $ 414.0 $ -
Diversified Products and
Services 52.9 255.4 -
Petroleum Products - 159.7 424.0
Broadcasting and Entertainment:
Broadcasting - - 78.0
Entertainment - 118.8 139.4
Kings Island Theme Park - 83.0 79.2
Food Products:
Fresh Foods - - 1,347.5
Prepared Foods - - 1,089.2
$152.1 $1,030.9 $3,157.3

Sales of Federal Systems and Diversified Products and Services
represent American Premier's revenues from systems and software engineering
services and the manufacture and supply of industrial products and services.
Sales of petroleum products reflect Spelling's revenues from petroleum
marketing activities. Broadcasting revenues represent GACC's television and
radio operations. Entertainment revenues reflect Spelling's television
production and distribution operations. Sales of food products represent
Chiquita's revenues.

1993 compared to 1992 The deconsolidation of American Premier
and Spelling and the sale of Kings Island accounted for the decrease in
revenues from sales of other products and services in 1993.

1992 compared to 1991 In July 1992, AFC's ownership of Spelling
decreased below 50%; accordingly, Spelling's revenues are included for only
the first six months of 1992 compared to the entire year for 1991. The
increase in Kings Island revenues in 1992 was due primarily to a 14%
increase in attendance over the comparable period in 1991. Revenues from
several operating days in October and a "Winterfest" operation during the
holiday season were approximately $5 million in the fourth quarter for 1991.

In October 1992, AFC sold the theme park to an unaffiliated party. See
"Gains on Sales of Subsidiaries".

Interest on Annuities For GAAP financial reporting purposes, GALIC's
annuity receipts are accounted for as interest-bearing deposits ("annuity
policyholders' funds accumulated") rather than as revenues. Under these
contracts, policyholders' funds are credited with interest on a tax-deferred



basis until withdrawn by the policyholder. The average crediting rate on
funds held by GALIC has decreased from 7.2% at December 31, 1991 to 6.2% at
December 31, 1992 and 5.3% at December 31, 1993; GALIC's products offer
minimum interest rate guarantees of 3% to 4%. The rate at which GALIC
credits interest on annuity policyholders' funds is subject to change based
on market conditions.

Annuity receipts totaled $400 million in 1993, $360 million in
1992 and $460 million in 1991. Receipts in 1993 increased primarily due to
the introduction of new single premium products in the second half of 1992.
Receipts in 1992 were lower than anticipated due to (i) a reduction in
receipts relating to a new product introduced in 1990 which encouraged
rollovers of other retirement funds and (ii) unfavorable economic and market
conditions, including the impact of the negative publicity associated with a
number of highly publicized insolvencies in the life insurance industry.
Annuity surrender payments represented 6.9%, 7.8% and 9.4% of average
statutory reserves in 1993, 1992 and 1991, respectively.

1993 compared to 1992 Interest on annuity policyholders' funds
decreased $13 million (5%) in 1993 due to a reduction in rates being
credited to policyholders. The effect of this decrease more than offset an
increase of 7% in the average amount of accumulated policyholders' funds
held.

1992 compared to 1991 Interest on annuity policyholders' funds
decreased by $16.3 million (6%) from 1991 due to a reduction in rates being
credited to policyholders, which more than offset an increase of
approximately 7% in the average amount of accumulated policyholders' funds
held.

Interest on Borrowed Money Changes in interest expense result from
fluctuations in market rates as well as changes in borrowings. AFC has
generally financed its borrowings on a long-term basis which has resulted in
higher current costs.

Interest expense included in AFC's consolidated statement of
operations was comprised of (in millions):
1993 1992 1991
AFC Parent $ 71.1 $ 70.6 $ 73.8
Great American Holding 23.4 34.2 37.8
Great American Insurance 14.0 14.3 14.3
American Premier 17.2 69.2 -
American Annuity 21.2 - -
Chiquita - - 41.1
GACC - - 49.6
Spelling - 4.7 8.2
Other Companies 10.3 22.9 26.5
$157.2 $215.9 $251.3

GAHC's interest expense has decreased due to repayments of bank
borrowings in 1992 and 1993. American Annuity borrowed approximately $230
million in December 1992 to acquire GALIC. The decrease in other companies'
interest expense is due primarily to the sale of a subsidiary in 1992 and
repayments of borrowings in 1993.

Other Operating and General Expenses Operating and general expenses
included the following charges (credits) (in millions):

1993 1992 1991
Minority interest $35 $38 $44
Writeoff of debt discount
and issue costs 24 - -


Allowance for bad debts 10 (3) 26
Relocation expenses 8 - -
Book Value Incentive Plan 1 (1) 38

Allowance for bad debts includes charges for possible losses on
agents' balances, reinsurance recoverables and other receivables.
Relocation expenses represent the estimated costs of moving GALIC's
operations from Los Angeles to Cincinnati.

Income Taxes Certain subsidiaries have not been able to recognize tax
benefits on significant operating losses. Accordingly, AFC's effective tax
rates were greater than the normal rate of 34% in 1992 and 1991. See Note L
to the Financial Statements for an analysis of other items affecting AFC's
effective tax rate.

In 1992, AFC implemented SFAS No. 109, "Accounting for Income
Taxes". The cumulative effect of implementing this statement resulted in a
benefit of $85.4 million to net earnings for the recognition of previously
unrecognized tax benefits. The portion of AFC's net deferred tax asset at
December 31, 1992, attributable to American Premier was $245.3 million. The
1993 provision for income tax includes a $15 million first quarter benefit
due to American Premier's revision of estimated future taxable income likely
to be generated during the company's tax loss carryforward period.

The analysis of estimated future taxable income will be reviewed
and updated periodically, and any required adjustments, which may increase
or decrease the net deferred tax asset, will be made in the period in which
the developments on which they are based become known.

Discontinued Operations Earnings from discontinued operations represent the
results of Hunter Savings Association prior to its sale in December 1991.
Earnings from continuing operations do not reflect earnings that would have
been earned on the sales proceeds had the sale of Hunter taken place at the
beginning of 1991.

Recent Accounting Standards The following Statements of Financial
Accounting Standards ("SFAS") have been implemented by AFC in 1992 or 1993
or will be implemented in 1994. The implementation of these standards is
discussed under various subheadings of Note A to the Financial Statements;
effects of each are shown in relevant Notes. Implementation of SFAS Nos.
112 and 114 in the first quarter of 1994 and 1995, respectively, is not
expected to have a significant effect on AFC.


SFAS# Subject of Standard (Year Implemented) Reference
106 Certain Postretirement Benefits(1993) "Benefit Plans"
107 Fair Values (1992) "Fair Value"
109 Income Taxes (1992) "Income Taxes"
112 Certain Employment Benefits (1994) -n/a-
113 Reinsurance (1993) "Reinsurance"
114 Impairment of Loans (1995) -n/a-
115 Investment in Securities (1993) "Investments"

Other standards issued in recent years did not apply to AFC or
had only negligible effects on AFC.


ITEM 8

Financial Statements and Supplementary Data

Page
Reports of Independent Auditors F-1


Consolidated Balance Sheet:
December 31, 1993 and 1992 F-5

Consolidated Statement of Operations:
Years ended December 31, 1993, 1992 and 1991 F-6

Consolidated Statement of Changes in Capital Accounts:
Years ended December 31, 1993, 1992 and 1991 F-7

Consolidated Statement of Cash Flows:
Years ended December 31, 1993, 1992 and 1991 F-8

Notes to Consolidated Financial Statements F-9


"Selected Quarterly Financial Data" has been included in Note Q to the
Consolidated Financial Statements.

PART III

ITEM 10

Directors and Executive Officers of the Registrant

The directors and executive officers of AFC at March 1, 1994, are:

Executive
Name Age Position Since

Carl H. Lindner 74 Chairman of the Board and Chief 1959
Executive Officer
Richard E. Lindner 72 Director 1959
Robert D. Lindner 73 Vice Chairman of the Board 1959
Ronald F. Walker 55 Director, President and Chief 1973
Operating Officer

Carl H. Lindner III 40 President of GAI and President 1987
and Chief Operating Officer of
American Premier
S. Craig Lindner 39 President of AAG and Senior Executive
1981
Vice President of AMM
James E. Evans 48 Vice President and General Counsel
1976
Sandra W. Heimann 51 Vice President 1984
Robert C. Lintz 60 Vice President 1979
Thomas E. Mischell 46 Vice President 1985
Fred J. Runk 51 Vice President and Treasurer 1978

Carl H. Lindner has served as Chairman of the Board and Chief
Executive Officer of AFC for more than five years. He serves in similar
capacities with various AFC subsidiaries. He serves as Chairman of the
Board of the following public companies: American Annuity Group, Inc.
("AAG"), American Financial Enterprises, Inc. ("AFEI"), Chiquita, General
Cable, Great American Communications Company ("GACC") and American Premier.

AFC owns a substantial beneficial interest (over 20%) in all of these
companies.

Richard E. Lindner is owner, Chairman of the Board of Directors,
President and Chief Executive Officer of Thriftway, Inc., a supermarket
chain otherwise unaffiliated with AFC, and has been associated with that
company for over five years.


Robert D. Lindner, for more than five years, has served as Vice
Chairman of the Board of Directors of AFC. In addition, he is Chairman of
the Board of United Dairy Farmers, Inc. ("UDF") which, among other things,
is engaged through subsidiaries in dairy processing and the operation of
convenience stores. He is also a director of AFEI.

Ronald F. Walker has served as President and Chief Operating
Officer of AFC for more than five years. He is also Vice Chairman of the
Board of Directors of GAI and holds executive positions in most of AFC's
other subsidiaries. He is also a director of AAG, AFEI, Chiquita, General
Cable and Tejas Gas Company.

Carl H. Lindner III has been President of GAI for more than five
years. He holds executive positions in many of GAI's subsidiaries. He has
also been President and Chief Operating Officer of American Premier since
1991.

S. Craig Lindner has been Senior Executive Vice President of
American Money Management Corporation ("AMM"), a subsidiary of AFC which
provides investment services to AFC and its subsidiaries, for more than five
years. He was elected President of AAG in March 1993.

James E. Evans has served as a Vice President and the General
Counsel of AFC for more than five years.

Sandra W. Heimann has been a Vice President of AFC and an
executive officer of AMM for more than five years.

Robert C. Lintz has been a Vice President of AFC for more than
five years.

Thomas E. Mischell has been a Vice President of AFC for more than
five years.

Fred J. Runk has served as Vice President and Treasurer of AFC
for more than five years.

Carl H. Lindner, Robert D. Lindner and Richard E. Lindner are
brothers. Carl H. Lindner III and S. Craig Lindner are sons of Carl H.
Lindner.

All of the executive officers of AFC devote substantially all of
their time to the affairs of AFC and its subsidiaries. All of the above are
United States citizens.


The information required by the following Items will be provided
within 120 days after end of Registrant's fiscal year.


ITEM 11 Executive Compensation




ITEM 12 Security Ownership of Certain Beneficial Owners and
Management


ITEM 13 Certain Relationships and Related Transactions


REPORTS OF INDEPENDENT AUDITORS



Board of Directors
American Financial Corporation

We have audited the accompanying consolidated balance sheets of American
Financial Corporation and subsidiaries as of December 31, 1993 and 1992, and
the related consolidated statements of operations, changes in capital
accounts, and cash flows for each of the three years in the period ended
December 31, 1993. Our audits also included the financial statement
schedules listed in the Index at Item 14(a). These financial statements and
schedules are the responsibility of the Corporation's management. Our
responsibility is to express an opinion on these financial statements and
schedules based on our audits. We did not audit the financial statements of
American Premier Underwriters, Inc. (formerly The Penn Central Corporation),
General Cable Corporation and American Annuity Group, Inc. (1991). Those
statements were audited by other auditors whose reports have been furnished
to us. The reports pertaining to the statements of General Cable
Corporation and American Premier Underwriters, Inc. included explanatory
paragraphs that described their change in method of accounting for income
taxes in 1992. Our opinion on the consolidated financial statements and
schedules, insofar as it relates to data included for those corporations as
described in Note E, is based solely on the reports of other auditors.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits and the
reports of other auditors provide a reasonable basis for our opinion.

In our opinion, based on our audits and the reports of other auditors, the
consolidated financial statements referred to above present fairly, in all
material respects, the consolidated financial position of American Financial
Corporation and subsidiaries at December 31, 1993 and 1992, and the
consolidated results of their operations and their cash flows for each of
the three years in the period ended December 31, 1993, in conformity with
generally accepted accounting principles. Also, in our opinion, the related
financial statement schedules, when considered in relation to the basic
financial statements taken as a whole, present fairly in all material
respects the information set forth therein.

As discussed in Note A to the consolidated financial statements, American
Financial Corporation and subsidiaries changed their method of accounting in
1993 for certain investments in debt and equity securities and in 1992 for
income taxes.

ERNST & YOUNG

Cincinnati, Ohio
March 25, 1994


REPORT OF AMERICAN PREMIER'S INDEPENDENT AUDITORS



American Premier Underwriters, Inc.
(formerly The Penn Central Corporation):

We have audited the financial statements and the financial statement


schedules of American Premier Underwriters, Inc. and Consolidated
Subsidiaries listed in the Index to Financial Statements and Financial
Statement Schedules of American Premier Underwriters, Inc.'s Form 10-K for
the year ended December 31, 1993 (included as Exhibit 99 herein). These
financial statements and financial statement schedules are the
responsibility of the Company's management. Our responsibility is to
express an opinion on the financial statements and financial statement
schedules based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material
respects, the financial position of American Premier Underwriters, Inc. and
Consolidated Subsidiaries at December 31, 1993 and 1992 and the results of
its operations and its cash flows for each of the three years in the period
ended December 31, 1993 in conformity with generally accepted accounting
principles. Also, in our opinion, such financial statement schedules, when
considered in relation to the basic financial statements taken as a whole,
present fairly in all material respects the information shown therein.

As discussed in Note 1 to the financial statements, in 1992 the Company
changed its method of accounting for income taxes to conform with Statement
of Financial Accounting Standards No. 109.



DELOITTE & TOUCHE



Cincinnati, Ohio
February 16, 1994
(March 25, 1994 with respect
to the change of the Company's
name as discussed in Note 1
to American Premier's financial
statements)










REPORT OF GENERAL CABLE'S INDEPENDENT AUDITORS



General Cable Corporation:

We have audited the consolidated financial statements and related schedules
of General Cable Corporation and subsidiaries listed in Item 14(a) of the


Annual Report on Form 10-K of General Cable Corporation for the year ended
December 31, 1993 (not presented separately herein). These consolidated
financial statements and related schedules are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements and related schedules based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in
all material respects, the financial position of General Cable Corporation
and subsidiaries at December 31, 1993 and 1992 and the results of their
operations and their cash flows for each of the three years in the period
ended December 31, 1993 in conformity with generally accepted accounting
principles. Also, in our opinion, such consolidated financial statement
schedules, when considered in relation to the basic consolidated financial
statements taken as a whole, present fairly in all material respects the
information shown therein.

As discussed in Notes 1 and 10 to the consolidated financial statements, in
1992 General Cable Corporation changed its method of accounting for income
taxes to conform with Statement of Financial Accounting Standards No. 109.



DELOITTE & TOUCHE



Cincinnati, Ohio
February 18, 1994


















REPORT OF AMERICAN ANNUITY'S INDEPENDENT AUDITORS



American Annuity Group, Inc.:

We have audited the consolidated balance sheet of American Annuity Group,


Inc., formerly Sprague Technologies, Inc., and subsidiaries as of December
31, 1991 and the related consolidated statements of operations, common
stockholders' equity and cash flows for the year then ended (before
adjustments and reclassifications to conform with the presentation for
1992). Our audit also included the 1991 financial statement schedule listed
in the Index at Item 14(a) of American Annuity Group, Inc's. Form 10-K for
the year ended December 31, 1993 (not presented separately herein). These
financial statements and the financial statement schedule are the
responsibility of the Company's management. Our responsibility is to
express an opinion on the financial statements and the financial statement
schedule based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, such consolidated financial statements (before adjustments
and reclassifications to conform with the presentation for 1992) present
fairly, in all material respects, the financial position of American Annuity
Group, Inc. and subsidiaries as of December 31, 1991 and the results of
their operations and their cash flows for the year then ended in conformity
with generally accepted accounting principles. Also, in our opinion, such
financial statement schedule, when considered in relation to the basic
consolidated financial statements taken as a whole, presents fairly in all
material respects the information set forth therein.




DELOITTE & TOUCHE




Stamford, Connecticut
March 24, 1992














AMERICAN FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(In Thousands)


December 31,
1993 1992


Assets
Cash and short-term investments $ 167,950 $ 837,429
Investments:
Bonds and redeemable preferred stocks:
Held to maturity - at amortized cost
(market - $3,959,400 and $4,705,600) 3,788,732 4,597,544
Available for sale - at market
(amortized cost - $2,216,328 and $1,905,814) 2,349,528 1,976,514
Other stocks - principally at market
(cost - $207,056 and $182,476) 339,156 230,876
Investment in investee corporations 899,800 568,207
Bonds and receivables from investees 6,783 305,701
Loans receivable 624,149 812,436
Real estate and other investments 139,319 179,152
8,147,467 8,670,430
Recoverables from reinsurers and prepaid
reinsurance premiums 756,060 599,204
Trade receivables 298,240 594,834
Other receivables 213,507 318,799
Property, plant and equipment, net 44,950 215,851
Deferred tax asset - 258,300
Prepaid expenses, deferred charges and other assets 275,349 394,319
Cost in excess of net assets acquired 173,965 499,639

$10,077,488 $12,388,805


Liabilities and Capital
Insurance claims and reserves $ 3,422,657 $ 4,279,853
Annuity policyholders' funds accumulated 4,256,674 3,973,524
Long-term debt:
Parent company 571,874 557,161
American Premier - 657,800
Other subsidiaries 482,132 794,217
Accounts payable, accrued expenses and other
liabilities 648,462 1,005,866
Minority interest 109,219 812,707
9,491,018 12,081,128

Capital subject to mandatory redemption 49,232 27,683
Preferred Stock (redemption value - $278,889) 168,588 168,588
Common Stock without par value 904 904
Retained earnings 210,846 42,402
Net unrealized gain on marketable securities,
net of deferred income taxes 156,900 68,100

$10,077,488 $12,388,805


See notes to consolidated financial statements.







AMERICAN FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
(In Thousands)


Year ended December 31,


1993 1992 1991

Income:
Property and casualty insurance premiums $1,494,796 $2,151,400 $1,196,853
Investment income 601,900 688,604 568,514
Realized gains on sales of securities 82,265 101,474 50,795
Equity in net earnings (losses) of
investee corporations 69,862 (338,710) 11,694
Gains (losses) on sales of investee
corporations 83,211 2,766 (12,348)
Gains on sales of subsidiaries 75,309 64,483 65,220
Provision for impairment of investments (1,500) (2,000) (37,822)
Sales of other products and services 152,100 1,030,877 3,157,271
Other income 162,760 229,956 218,790
2,720,703 3,928,850 5,218,967

Costs and Expenses:
Property and casualty insurance:
Losses and loss adjustment expenses 1,064,108 1,554,702 847,604
Commissions and other underwriting
expenses 449,772 616,200 388,130
Interest charges on:
Annuity policyholders' funds 228,609 241,600 257,859
Borrowed money 157,219 215,900 251,332
Cost of sales 134,900 886,238 2,549,880
Other operating and general expenses 424,110 559,064 805,452
2,458,718 4,073,704 5,100,257
Earnings (loss) from continuing operations
before income taxes 261,985 (144,854) 118,710
Provision for income taxes 37,296 17,446 62,156

Earnings (loss) from continuing operations 224,689 (162,300) 56,554

Discontinued operations - - 15,796

Earnings (loss) before extraordinary items and
cumulative effect of accounting change 224,689 (162,300) 72,350

Extraordinary items (4,559) - -
Cumulative effect of accounting change - 85,400 -

Net Earnings (Loss) $ 220,130($ 76,900) $ 72,350




See notes to consolidated financial statements.










AMERICAN FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN CAPITAL ACCOUNTS
(In Thousands)


Year ended December 31,


1993 1992 1991

Capital Subject to Mandatory Redemption:
Balance at beginning of period $ 27,683 $ 81,939 $ 77,419
Other purchases and redemptions (2,103) (10,460) (7,137)
Increase (decrease) in capital subject
to put option 23,652 (43,796) 11,657

Balance at End of Period $ 49,232 $ 27,683 $ 81,939



Preferred Stock:
Balance at beginning of period $168,588 $153,588 $134,179
Sales to employee benefit plans - 15,000 19,409

Balance at End of Period $168,588 $168,588 $153,588



Common Stock:
Balance at Beginning and End of Period $ 904 $ 904 $ 904



Retained Earnings:
Balance at beginning of period $ 42,402 $104,507 $ 74,267
Net earnings (loss) 220,130 (76,900) 72,350
Deduct cash dividends paid or declared on:
Preferred Stock (26,137) (26,155) (24,762)
Common Stock (1,897) (2,846) (5,691)
Decrease (increase) in capital subject
to put option (23,652) 43,796 (11,657)

Balance at End of Period $210,846 $ 42,402 $104,507



Net Unrealized Gain on Marketable Securities,
Net of Deferred Income Taxes:
Balance at beginning of period $ 68,100 $ 2,700 $ 47,100
Change during period 88,800 65,400 (44,400)

Balance at End of Period $156,900 $ 68,100 $ 2,700


See notes to consolidated financial statements.










AMERICAN FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(In Thousands)


Year ended December 31,


1993 1992 1991

Operating Activities:
Net earnings (loss) $ 220,130 ($ 76,900) $ 72,350
Adjustments:
Cumulative effect of accounting change - (85,400) -
Depreciation and amortization 37,403 107,615 125,723
Interest on annuity policyholders' funds 228,609 241,600 257,859
Equity in net losses (earnings) of investees
and discontinued operations (69,862) 338,710 (23,760)
Changes in reserves on assets 11,440 (1,452) 63,759
Realized gains on investing activities (242,529) (169,686) (116,458)
Writeoff of debt discount and issue costs 30,054 - -
Decrease (increase) in reinsurance and
other receivables (238,166) 48,878 (12,835)
Increase in prepaid expenses, deferred
charges and other assets (75,308) (115,815) (78,818)
Increase (decrease) in insurance claims
and reserves 241,704 165,684 (33,718)
Increase in other liabilities 50,479 36,163 4,603
Increase in minority interest 37,057 19,656 32,690
Dividends from investees and discontinued
operations 25,575 24,313 50,605
Other, net (32,503) 4,822 19,206
224,083 538,188 361,206
Investing Activities:
Purchases of and additional investments in:
Fixed maturity investments (3,062,435) (4,718,486) (5,718,739)
Equity securities (20,224) (14,386) (60,340)
Investees and subsidiaries (27,578) (23,115) (93,323)
Real estate, property and equipment (41,762) (71,964) (175,962)
Maturities and redemptions of fixed maturity
investments 757,473 1,187,232 638,280
Sales of:
Fixed maturity investments 1,498,432 2,348,529 4,932,862
Equity securities 221,467 88,475 322,935
Investees and subsidiaries 255,517 212,000 46,512
Real estate, property and equipment 65,782 14,155 58,432
Cash and short-term investments of former
subsidiaries and investees (310,225) (16,009) (189,693)
Decrease in other investments 1,435 62,370 56,607
(662,118) (931,199) (182,429)
Financing Activities:
Annuity receipts 400,141 360,702 459,860
Annuity benefits and withdrawals (337,878) (339,406) (372,235)
Additional long-term borrowings 338,010 259,447 529,714
Reductions of long-term debt (601,040) (294,493) (321,578)
Issuances of capital stock - 15,000 19,409
Repurchases of capital stock (2,643) (10,549) (6,756)
Cash dividends paid (28,034) (29,001) (30,453)
(231,444) (38,300) 277,961
Net Increase (Decrease) in Cash and Short-term Investments(669,479)(431,311) 456,738
Cash and short-term investments at beginning of
period 837,429 1,268,740 812,002
Cash and short-term investments at end of period $ 167,950 $ 837,429 $1,268,740
See notes to consolidated financial statements.












AMERICAN FINANCIAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

INDEX TO NOTES

A. Accounting Policies
B. Acquisitions and Sales of Subsidiaries
C. Segments of Operations
D. Investments
E. Investment in Investee Corporations
F. Property, Plant and Equipment
G. Cost in Excess of Net Assets Acquired
H. Long-Term Debt
I. Capital Subject to Mandatory Redemption
J. Other Preferred Stock
K. Common Stock
L. Income Taxes
M. Discontinued Operations
N. Pending Legal Proceedings
O. Benefit Plans
P. Transactions With Affiliates
Q. Quarterly Operating Results (Unaudited)
R. Additional Information
S. Restrictions on Transfer of Funds
and Assets of Subsidiaries
T. Subsequent Event (Unaudited)

A. Accounting Policies

Basis of Presentation The consolidated financial statements include
the accounts of American Financial Corporation ("AFC") and its
subsidiaries except for Hunter Savings Association which was sold in
the fourth quarter of 1991 and is presented in the financial
statements as "discontinued operations". Changes in ownership levels
of other subsidiaries and investees have resulted in certain
differences in the financial statements and have affected
comparability between years. Certain reclassifications have been made
to prior years to conform to the current year's presentation. All
significant intercompany balances and transactions have been
eliminated. All acquisitions have been treated as purchases. The
results of operations of companies since their formation or
acquisition are included in the consolidated financial statements.

AFC's ownership of subsidiaries and significant investees with
publicly traded shares at December 31, was as follows:

1993 1992 1991

American Annuity Group, Inc. ("AAG")
(formerly STI Group, Inc.) 80% 82% 39%
American Financial Enterprises, Inc. ("AFEI") 83% 83% 82%
Chiquita Brands International, Inc. 46% 46% 48%
General Cable Corporation 45% 45% 100%(a)
Great American Communications Company ("GACC")20% 40% 40%
American Premier Underwriters, Inc. 41% 51% 50%+
Spelling Entertainment Group Inc. ("Spelling")
(formerly The Charter Company) (b) 48% 53%
Spelling Entertainment Inc. ("SEI") - (c) 85%

(a) Represents ownership by American Premier.
(b) Sold in March 1993.
(c) Became 100%-owned by Spelling Entertainment Group in 1992.



AMERICAN FINANCIAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


Investments AFC implemented Statement of Financial Accounting
Standards ("SFAS") No. 115, "Accounting for Certain Investments in
Debt and Equity Securities," beginning December 31, 1993. This
standard requires (i) debt securities be classified as "held to
maturity" and reported at amortized cost if AFC has the positive
intent and ability to hold them to maturity, (ii) debt and equity
securities be classified as "trading" and reported at fair value, with
unrealized gains and losses included in earnings, if they are bought
and held principally for selling in the near term and (iii) debt and
equity securities not classified as held to maturity or trading be
classified as "available for sale" and reported at fair value, with
unrealized gains and losses reported as a separate component of
shareholders' equity. Only in certain limited circumstances, such as
significant issuer credit deterioration or if required by insurance or
other regulators, may a company change its intent to hold a certain
security to maturity without calling into question its intent to hold
other debt securities to maturity in the future.
Effective September 30, 1992, AFC had reclassified its portfolio of
bonds and redeemable preferred stocks into two categories, held to
maturity and available for sale, and accounted for them in a manner
similar to that required by SFAS No. 115. In connection with
implementing SFAS No. 115, AFC made a comprehensive review of its
investment portfolio. This review resulted in a reclassification of
approximately $704 million of its fixed maturity portfolio (including
$485 million in CMOs) from "held to maturity" to "available for sale"
which, in turn, resulted in (i) an increase of $36 million in the
carrying value of fixed maturity investments, and (ii) an increase of
$19 million in AFC's shareholders' equity. The reclassification
reflected management's intention to reduce the proportion of CMOs
owned and more actively manage the duration of its fixed income
portfolio. Implementation of SFAS No. 115 had no effect on net
earnings.

Premiums and discounts on collateralized mortgage obligations are
amortized over their expected average lives using the interest method.
Gains or losses on sales of securities are recognized at the time of
disposition with the amount of gain or loss determined on the specific
identification basis. When a decline in the value of a specific
investment is considered to be other than temporary, a provision for
impairment is charged to earnings and the carrying value of that
investment is reduced.

Investment in Investee Corporations Investments in securities of 20%-
to 50%-owned companies are carried at cost, adjusted for AFC's
proportionate share of their undistributed earnings or losses.
Investments in less than 20%-owned companies are accounted for by the
equity method when, in the opinion of management, AFC can exercise
significant influence over operating and financial policies of the
investee.

Beginning in 1991, AFC elected not to record earnings from its
investment in GACC, whether from operations or from extraordinary
gains, until that company's financial situation improves. In the
fourth quarter of 1992, in light of GACC's announced intention to
pursue a plan to restructure its debt and capital, AFC reduced the
carrying value of its investment in all securities and loans



AMERICAN FINANCIAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

receivable related to GACC and its subsidiaries to estimated net
realizable value and ceased accounting for GACC on the equity method.
Following GACC's completion of its plan of reorganization in December
1993, AFC resumed accounting for GACC on the equity method.

Property, Plant, Equipment and Real Estate Facilities and equipment
used primarily to conduct operations are classified in the Balance
Sheet as "property, plant and equipment"; other land and facilities
are classified as investment in "real estate". These assets are based
on cost and provision for depreciation and amortization is made
principally on the straight-line method over the estimated useful life
of the depreciable property or the lease term, whichever is shorter.

Cost in Excess of Net Assets Acquired The excess of cost of
subsidiaries and investees (purchased subsequent to October 1970) over
AFC's equity in the underlying net assets ("goodwill") is being
amortized over 40 years. The excess of AFC's equity in the net assets
of other subsidiaries and investees over its cost of acquiring these
companies ("negative goodwill") has been allocated to AFC's basis in
these companies' fixed assets, goodwill and other long-term assets and
is amortized on a 10- to 40-year basis.

Insurance Claims and Reserves Insurance claims and reserves include
unpaid losses and loss adjustment expenses in addition to unearned
insurance premiums. As discussed under "Reinsurance" below, amounts
have not been reduced for reinsurance recoverable.

The net liabilities stated for unpaid claims and for expenses of
investigation and adjustment of unpaid claims are based upon (a) the
accumulation of case estimates for losses reported prior to the close
of the accounting period on the direct business written; (b) estimates
received from ceding reinsurers and insurance pools and associations;
(c) estimates of unreported losses based on past experience and (d)
estimates based on experience of expenses for investigating and
adjusting claims. These liabilities are subject to the impact of
changes in claim amounts and frequency and other factors. In spite of
the variability inherent in such estimates, management believes that
the liabilities for unpaid losses and loss adjustment expenses are
adequate. Changes in estimates of the liabilities for losses and loss
adjustment expenses are reflected in the Statement of Operations in
the period in which determined.

Unearned insurance premiums represent that portion of premiums written
which is applicable to the unexpired terms of policies in force,
generally computed by the application of daily pro rata fractions. On
reinsurance assumed from other insurance companies or written through
various underwriting organizations, unearned premiums are based on
reports received from such companies and organizations.

Policy acquisition costs (principally commissions, premium taxes and
other underwriting expenses) related to the production of new business
are deferred and included in "Prepaid expenses, deferred charges and
other assets". For the property and casualty companies, the deferral
of acquisition costs is limited based upon their recoverability
without any consideration for anticipated investment income. Deferred
policy acquisition costs ("DPAC") are charged against income ratably
over the terms of the related policies. For the annuity company, DPAC




AMERICAN FINANCIAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

is amortized, with interest, in relation to the present value of
expected gross profits on the policies.

Reinsurance In the normal course of business, AFC's insurance
subsidiaries cede reinsurance to other companies to diversify risk and
limit maximum loss arising from large claims. To the extent that any
reinsuring companies are unable to meet obligations under the
agreements covering reinsurance ceded, AFC's insurance subsidiaries
would remain liable. Amounts recoverable from reinsurers are
estimated in a manner consistent with the claim liability associated
with the reinsurance policies. AFC's insurance subsidiaries also
assume reinsurance from other companies. Income on reinsurance
assumed is recognized based on reports received from ceding
reinsurers.

In 1993, AFC implemented SFAS No. 113, "Accounting and Reporting for
Reinsurance of Short-Duration and Long-Duration Contracts". This
statement requires ceding insurers to report as assets (a) the
estimated reinsurance recoverable on unpaid losses, including an
estimate for losses incurred but not reported, and (b) amounts paid to
reinsurers applicable to the unexpired terms of policies in force.
Balance sheet amounts for 1992 have been changed to conform to the
1993 presentation. Prior to implementation of SFAS No. 113, these
reinsurance assets ($682 million at December 31, 1992) were recorded
as reductions to the liabilities for unpaid losses and loss adjustment
expenses and unearned premiums. Implementation of SFAS No. 113 had no
impact on earnings.

Annuity Policyholders' Funds Accumulated Annuity premium deposits and
benefit payments are generally recorded as increases or decreases in
"annuity policyholders' funds accumulated" rather than as revenue and
expense. Increases in this liability for interest credited are
charged to expense and decreases for surrender charges are credited to
other income.

Statement of Cash Flows For cash flow purposes, "investing
activities" are defined as making and collecting loans and acquiring
and disposing of debt or equity instruments and property and
equipment. "Financing activities" include obtaining resources from
owners and providing them with a return on their investments,
borrowing money and repaying amounts borrowed. Annuity receipts,
benefits and withdrawals are also reflected as financing activities.
All other activities are considered "operating". Short-term
investments having original maturities of three months or less when
purchased are considered to be cash equivalents for purposes of the
financial statements.

Issuances of Stock by Subsidiaries Changes in AFC's equity in a
subsidiary caused by issuances of the subsidiary's stock are accounted
for as gains or losses where the sale of such shares by the subsidiary
is not a part of a broader reorganization.

Income Taxes AFC files consolidated federal income tax returns which
include all 80%-owned U.S. subsidiaries. Effective January 1, 1992,
AFC implemented SFAS No. 109, "Accounting for Income Taxes". Prior
year financial statements were not restated. Under SFAS No. 109,
deferred income tax assets and liabilities are determined based on
differences between financial reporting and tax bases and are measured



AMERICAN FINANCIAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

using enacted tax rates. Deferred tax assets are recognized if it is
more likely than not that a benefit will be realized.

Benefit Plans AFC's Employee Stock Ownership Retirement Plan
("ESORP") is a noncontributory, trusteed plan which invests in
securities of AFC and affiliates for the benefit of the employees of
AFC and certain of its subsidiaries. The ESORP covers all employees
of participating companies who are qualified as to age and length of
service. Contributions are discretionary by the directors of
participating companies and are charged against earnings in the year
for which they are declared.

Under AFC's Book Value Incentive Plan, units may be granted at initial
values between 80% and 120% of "book value" to key employees. Units
may be exercised at any time, to the extent vested. Payments are made
to the holder 50% in cash and the remainder in installments over a
ten-year period with an assumed interest factor of 12% per annum.
"Book value" is determined in accordance with generally accepted
accounting principles except that all equity securities (including
investees and subsidiaries with publicly traded shares) are reflected
at market value. The value of the units is the excess of the current
book value of a share of AFC Common Stock, as defined, over the
initial value of the units at the date of grant. This value is being
accrued over the vesting period (five years).

AFC and many of its subsidiaries provide health care and life
insurance benefits to eligible retirees. Prior to 1992, the cost of
these benefits had generally been recognized as claims were incurred.
Effective January 1, 1993, AFC implemented SFAS No. 106, "Accounting
for Postretirement Benefits Other Than Pensions". This standard
requires companies to expense the projected future cost of providing
postretirement benefits as employees render service. The accumulated
postretirement obligation at the date of adoption is being amortized
on a straight-line basis over 20 years. The implementation of SFAS
No. 106 did not have a material effect on AFC's financial position or
results of operations.

Debt Discount Debt discount and expenses are being amortized over the
lives of respective borrowings, generally on the interest method.
Unamortized balances are charged off in the event of early retirement
of the related debt.

Fair Value of Financial Instruments Methods and assumptions used in
estimating fair values are described in the notes containing fair
value disclosures. These fair values represent point-in-time
estimates of value that might not be particularly relevant in
predicting AFC's future earnings or cash flows.




AMERICAN FINANCIAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


B. Acquisitions and Sales of Subsidiaries

American Business Insurance In October 1993, AFC sold its insurance
brokerage operation, American Business Insurance, Inc., to Acordia,
Inc., an Indianapolis-based insurance broker. AFC received
approximately $50 million in cash, 800,000 shares of Acordia common
stock and warrants to purchase an additional 1.5 million Acordia
shares at $25 per share. AFC recognized a pretax gain of
approximately $44 million on the sale.

American Premier In the fourth quarter of 1991, American Premier
repurchased shares of its common stock, increasing AFC's ownership
percentage above 50%. Accordingly, AFC ceased accounting for American
Premier as an investee and began accounting for it as a consolidated
subsidiary on December 31, 1991. In anticipation of a reduction of
AFC's ownership of American Premier below 50%, AFC ceased accounting
for it as a subsidiary and began accounting for it as an investee in
April 1993.

In August 1993, AFEI, whose assets consist primarily of investments in
American Premier, General Cable and AAG, sold 4.5 million shares of
American Premier common stock in a secondary public offering. AFEI
used the net proceeds of approximately $151 million to retire most of
its debt. AFC recognized a pretax gain of $28.3 million, before
minority interest, on the sale of American Premier stock by AFEI. The
gain includes AFC's recognition of a portion of previously deferred
gains related to sales of assets to American Premier from AFC
subsidiaries.

In December 1993, American Premier paid AFC $52.8 million (including
$12.8 million in interest) representing an adjustment on the 1990 sale
of AFC's non-standard automobile group to American Premier. AFC
recorded an additional pretax gain of $31.4 million on this adjustment
after deferring $21.4 million based on its ownership of American
Premier.

Great American Life Insurance Company In December 1992, AFC sold
Great American Life Insurance Company ("GALIC") to STI Group, Inc.,
previously known as Sprague Technologies, Inc. ("STI") for $468
million in cash. In connection with the sale, AFC purchased 5.1
million shares of STI's common stock pursuant to a tender offer and an
additional 17.1 million newly issued shares, increasing AFC's
ownership from 39% to approximately 82%. No gain or loss was recorded
on the sale of GALIC. Following the purchase of GALIC, STI changed
its name to American Annuity Group, Inc. to reflect the nature of its
business and AFC began accounting for AAG as a subsidiary.

Kings Island Theme Park In October 1992, AFC sold Kings Island to an
unaffiliated party for approximately $210 million in cash. AFC
realized a $64.5 million pretax gain on the transaction.

Hunter Savings Association In December 1991, AFC sold Hunter Savings
Association and, accordingly, classified Hunter as a discontinued
operation in the financial statements. See Note M.






AMERICAN FINANCIAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


Chiquita In 1991, AFC contributed to its ESORP 455,000 Chiquita
shares with a market value of $15.7 million, recording a pretax gain
of $7.4 million.

In the third quarter of 1991, Chiquita sold 5 million shares of newly-
issued common stock resulting in AFC's ownership being decreased below
50%. Accordingly, AFC ceased accounting for Chiquita as a subsidiary
and began accounting for it as an investee. AFC recorded a pretax
gain of $58 million in 1991, representing the excess of AFC's equity
in Chiquita following the issuance of its common stock over its
previously recorded carrying value. These gains are included in
"Gains on sales of subsidiaries" in the Statement of Operations;
deferred income taxes provided thereon are included in "Provision for
income taxes".

GACC In the first half of 1991, GACC issued 16.5 million shares of
its common stock as partial consideration in exchange for certain
debt, reducing AFC's ownership percentage of GACC to less than 50%.
As a result, AFC ceased accounting for GACC as a subsidiary in June
1991 and began accounting for it as an investee. AFC recorded a $12
million pretax loss representing the difference between AFC's equity
in GACC following the transactions and its previously recorded
carrying value.

In connection with the completion of GACC's plan of reorganization in
December 1993, AFC received 2.3 million shares of new common stock in
exchange for its previous holdings of GACC stock and debt. In
connection with the plan, AFC also invested an additional $7.5 million
in GACC common stock and debt securities.

Spelling During the second quarter of 1991, Charter purchased 27.2
million shares of common stock and the outstanding preferred stock
($25 million liquidation value) of SEI for $166.8 million in cash and
$22.7 million principal amount of 10% senior subordinated notes.
Charter purchased 14 mil-lion of the common shares and all of the
preferred stock from GACC for $107.5 million in cash. As a result of
the transactions, AFC's ownership of SEI increased to 85% (including
Charter's 82%); accordingly, AFC ceased accounting for SEI as an
investee and began accounting for it as a consolidated subsidiary in
May 1991.

As a result of a merger between Charter and SEI in July 1992, AFC's
ownership of Charter decreased below 50% and, accordingly, AFC ceased
accounting for Charter as a subsidiary and began accounting for
Charter as an investee. Subsequent to the merger, Charter changed its
name to Spelling Entertainment Group Inc.

In March 1993, AFC sold its common stock investment in Spelling to
Blockbuster Entertainment Corporation in exchange for 7.6 million
shares of Blockbuster common stock and warrants to purchase an
additional two million Blockbuster shares at $25 per share. AFC
realized a $52 million pretax gain on the sale.








AMERICAN FINANCIAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


C. Segments of Operations Through subsidiaries, AFC is engaged in
several financial businesses, including property and casualty
insurance, annuities and portfolio investing. AFC also owns
significant portions of the voting equity securities of certain
companies (investee corporations - see Note E).

Although most of AFC's operations have been conducted within the
United States, approximately one-sixth of its consolidated revenues
(primarily food sales) in 1991 were derived from sales in Europe,
Central and South America and the Far East.

The following tables (in thousands) show AFC's assets, revenues,
operating profit (loss), capital expenditures and depreciation expense
on property, plant and equipment by significant business segment. The
food products segment accounted for a major portion of AFC's capital
expenditures during the period Chiquita was accounted for as a
subsidiary. The capital expenditures of other segments have not been
significant and are combined in the following table. Operating profit
(loss) represents total revenues less operating expenses. Goodwill
and its amortization have been allocated to the various segments to
which they apply. General corporate assets and expenses have not been
identified or allocated by segment since they are not material.



1993 1992 1991

Assets
Property and casualty insurance (a) $ 4,192,908 $ 5,881,464 $ 4,706,244
Annuities 4,910,182 4,434,865 4,370,982
Other 74,598 1,504,269 1,769,305
9,177,688 11,820,598 10,846,531
Investment in investee
corporations 899,800 568,207 754,121
Investment in discontinued operations - - 456,609

$10,077,488 $12,388,805 $12,057,261

Revenues (b)
Property and casualty insurance:
Underwriting:
Auto liability and physical damage $ 571,084 $ 984,722 $ 361,856
Property and multiple peril 338,555 343,966 375,418
Other liability 226,330 216,450 207,814
Workers' compensation 191,353 462,767 135,556
All other 167,474 143,495 116,209
1,494,796 2,151,400 1,196,853
Investment and other income (c) 481,548 568,184 337,545
1,976,344 2,719,584 1,534,398
Annuities (c)(d) 395,871 356,265 435,360
Food products - - 2,439,882
Broadcasting - - 83,216
Other (c) 278,626 1,191,711 714,417
2,650,841 4,267,560 5,207,273
Equity in net earnings (losses) of
investee corporations 69,862 (338,710) 11,694

$ 2,720,703 $ 3,928,850 $ 5,218,967




AMERICAN FINANCIAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


1993 1992 1991

Operating Profit (Loss)
Property and casualty insurance:
Underwriting:
Auto liability and physical damage ($ 7,838) $ 4,826 $ 22,239
Property and multiple peril (2,736) (60,137) (41,159)
Other liability (47,497) 83,179 3,638
Workers' compensation 30,094 (54,125) (40,728)
All other 11,396 8,583 19,937
(16,581) (17,674) (36,073)
Investment and other income (c) 304,181 309,680 127,394
287,600 292,006 91,321
Annuities (c) 63,388 65,480 136,850
Food products (c) - - 112,098
Broadcasting - - (24,872)
Other (c)(e) (158,865) (163,630) (208,381)
192,123 193,856 107,016
Equity in net earnings (losses) of
investee corporations 69,862 (338,710) 11,694

$261,985 ($144,854) $118,710

Capital Expenditures
Food products $ - $ - $137,072
Other 32,146 53,193 27,743

$ 32,146 $ 53,193 $164,815

Depreciation Expense
Food products $ - $ - $ 31,600
Other 13,501 43,586 24,429

$ 13,501 $ 43,586 $ 56,029

(a) Not allocable to lines of insurance.
(b) Revenues include sales of products and services as well as other income
earned by the respective segments.
(c) Includes the following provisions (credits) for reserves on investments:
Property and casualty insurance -- 1993 - $2 million; 1992 - ($32
million) and 1991 - $33 million; Annuities -- 1993 - $0; 1992 - $0 and
1991 - ($55 million); Food products -- $13 million in 1991; Other -- 1993
- $0; 1992 - $34 million and 1991 - $47 million.
(d) Represents primarily investment income.
(e) Includes holding company expenses.















AMERICAN FINANCIAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


D. Investments Bonds, redeemable preferred stocks and other stocks at
December 31, consisted of the following (in millions):


1993
Held to Maturity
Amortized Market Gross Unrealized
Cost Value Gains Losses

Bonds and Redeemable
Preferred Stocks:
United States Government
and government agencies
and authorities $ - $ - $ - $ -
States, municipalities and
political subdivisions 26.9 28.8 1.9 -
Foreign government 24.9 23.9 .9 (1.9)
Public utilities 623.8 643.4 24.1 (4.5)
CMO's 703.5 717.7 18.4 (4.2)
All other corporate 2,314.0 2,447.3 141.0 (7.7)
Redeemable preferred stocks 95.6 98.3 2.9 -

$3,788.7 $3,959.4 $189.2 ($18.5)


1993
Available for Sale
Amortized Market Gross Unrealized
Cost Value Gains Losses
Bonds and Redeemable
Preferred Stocks:
United States Government
and government agencies
and authorities $ 208.0 $ 217.1 $ 9.1 $ -
States, municipalities and
political subdivisions 35.0 37.3 2.3 -
Foreign government 15.7 15.7 - -
Public utilities 135.9 141.2 5.3 -
CMO's 1,129.0 1,183.3 54.3 -
All other corporate 692.7 754.9 62.2 -
Redeemable preferred stocks - - - -

$2,216.3 $2,349.5 $133.2 $ -

Other stocks $ 207.1 $ 339.2 $137.2 ($5.1)


1992
Held to Maturity
Amortized Market Gross Unrealized
Cost Value Gains Losses

Bonds and Redeemable
Preferred Stocks:
United States Government
and government agencies
and authorities $ 86.5 $ 87.0 $ .5 $ -



States, municipalities and
political subdivisions 52.9 55.1 2.9 (.7)
Foreign government 22.7 19.3 - (3.4)
Public utilities 742.1 761.9 20.7 (.9)
CMO's 1,176.6 1,197.1 24.5 (4.0)
All other corporate 2,447.0 2,512.5 78.0 (12.5)
Redeemable preferred stocks 69.7 72.7 3.0 -

$4,597.5 $4,705.6 $129.6 ($21.5)


1992
Available for Sale
Amortized Market Gross Unrealized
Cost Value Gains Losses

Bonds and Redeemable
Preferred Stocks:
United States Government
and government agencies
and authorities $ 430.4 $ 441.6 $11.2 $ -
States, municipalities and
political subdivisions - - - -
Foreign government4) - - - -
Public utilities 25.1 25.9 .8 -
CMO's 878.8 919.6 41.6 (.8)
All other corporate 571.5 589.4 21.9 (4.0)
Redeemable preferred stocks - - - -

$1,905.8 $1,976.5 $75.5 ($ 4.8)


The table below sets forth the scheduled maturities of bonds and
redeemable preferred stocks based on carrying value as of December
31, 1993. Data based on market value is generally the same.
Collateralized mortgage obligations have an average life of
approximately 4 years at December 31, 1993.

Held to Available
Maturity Maturity for Sale
One year or less 1% 1%
After one year through five years 7 5
After five years through ten years 18 13
After ten years 55 31
81 50
Collateralized mortgage obligations 19 50
100% 100%


















AMERICAN FINANCIAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


Gross gains of $69.4 million, $85.2 million and $208.8 million and
gross losses of $16.5 million, $4.7 million and $236.9 million were
realized on sales of fixed maturity investments during 1993, 1992 and
1991, respectively.

Realized gains (losses) and changes in unrealized appreciation
(depreciation) on fixed maturity and equity security investments are
summarized as follows (in thousands):


Fixed Equity Tax
Maturities Securities Effects Total

1993
Realized $ 52,915 $29,350 ($28,793) $ 53,472
Change in Unrealized 125,112 83,700 (73,084) 135,728

1992
Realized 80,503 20,971 (34,501) 66,973
Change in Unrealized (78,293) 44,300 11,558 (22,435)

1991
Realized (28,076) 78,871 (17,270) 33,525
Change in Unrealized 349,596 (67,200) (96,015) 186,381


Investment in other stocks at December 31, 1992 consisted of
(in thousands):


Reporting
Cost Market Value

Insurance companies' portfolios $178,055 $226,455 $226,455
Other companies' portfolios 4,421 4,633 4,421

$182,476 $231,088 $230,876

At December 31, 1992, gross unrealized gains on other stocks were
$63.7 million and gross unrealized losses were $15.1 million.

Carrying values of investments were determined after deducting
cumulative provisions for impairment aggregating $47 million and $78
million at December 31, 1993 and 1992, respectively.

Fair values for investments are based on prices quoted, when
available, in the most active market for each security. If quoted
prices are not available, fair value is estimated based on present
values, fair values of comparable securities, or similar methods.

Short-term investments are carried at cost; loans receivable are
stated at the aggregate unpaid balance. Carrying amounts of these
investments approximate their fair value.








AMERICAN FINANCIAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


E. Investment in Investee Corporations Investment in investee
corporations represents AFC's ownership of securities of certain
companies. All of the companies named in the following table are
subject to the rules and regulations of the SEC. Market value of the
investments (excluding $50 million in non-public securities at
December 31, 1992, for which market values are not available) was
approximately $940 million and $700 million at December 31, 1993 and
1992, respectively.

AFC's investment (and common stock ownership percentage) and equity in
net earnings and losses of investees are stated below (dollars in
thousands):


Investment (Ownership %) Equity in Net Earnings (Losses)
12/31/93 12/31/92 1993 1992 1991

American Premier(a) $559,116 (41%) $ - $ 91,700 $ - $24,739
Chiquita 277,854 (46%) 312,589 (46%) (24,038) (132,256) 3,417
GACC 36,892 (20%) 35,000 (40%) - (186,972) -
General Cable(b) 25,938 (45%) 27,619 (45%) (1,682) (17,630) -
Spelling Enter-
tainment Group(c) - 107,556 (48%) 1,782 1,288 -
Sprague(d) - - - (9,440) (17,117)
Other(e) - 85,443 2,100 6,300 655

$899,800 $568,207 $ 69,862 ($338,710) $11,694


(a) Accounted for as a subsidiary from December 31, 1991 to March 31, 1993.
(b) Spun-off from American Premier in July 1992.
(c) Sold in March 1993.
(d) Became a subsidiary and changed its name to American Annuity on
December 31, 1992.
(e) Primarily represents investees of American Premier.

American Premier operates businesses primarily in specialty property
and casualty insurance. In March 1994, American Premier changed its
name from The Penn Central Corporation to reflect the nature of its
business. Chiquita is a leading international marketer, processor and
producer of quality fresh and processed food products. GACC is
engaged in the ownership and operation of television and radio
stations. General Cable primarily manufactures and markets electrical
and communication wire and cable products.

Due to GACC's financial difficulties, AFC transferred all GACC
securities and loans to the investee account and reduced the carrying
value of that investment to estimated net realizable value ($35
million) at the end of 1992. AFC resumed equity accounting for its
investment in GACC following GACC's reorganization at the end of 1993.

In July 1992, American Premier distributed to its shareholders
approximately 88% of the stock of General Cable. AFC and its
subsidiaries, excluding American Premier, received approximately 45%
of the shares. The shares retained by American Premier are being held
for distribution to creditors and other persons. Accordingly, those
shares were included in "Other stocks" at December 31, 1992 and



AMERICAN FINANCIAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

General Cable was not consolidated because control was temporary. The
operating results of General Cable for the first six months of 1992
are included in other income.

Sprague reported net losses of $29 million in 1992 and $53 million in
1991. Over the past few years, Sprague sold substantially all of its
operating businesses and recorded substantial restructuring charges
and loss provisions ($25 million in 1992 and $55 million in 1991).

Included in AFC's consolidated retained earnings at December 31, 1993,
was approximately $145 million applicable to equity in undistributed
net losses of investees. The unamortized negative goodwill in
investees totaled approximately
$62 million at December 31, 1993.

Summarized financial information for AFC's major investees at December
31, 1993, is shown below (in millions). See "Investee Corporations"
in Management's Discussion and Analysis.


American Premier Underwriters, Inc.(*)
1993 1992 1991

Cash and Investments $2,579 $2,142
Other Assets 1,471 1,344
Insurance Claims and Reserves 1,426 1,069
Debt 523 656
Minority Interest 15 17
Shareholders' Equity 1,722 1,503

Revenues of Continuing Operations $1,763 $1,425 $1,275
Income from Continuing Operations 243 51 50
Discontinued Operations (11) 1 (47)
Cumulative Effect of Accounting Change - 253 -
Net Income 232 305 3

(*) Amounts for 1992 and 1991 were reclassified by American Premier
in 1993 to reflect a discontinued operation.

Chiquita Brands International, Inc.
1993 1992 1991

Current Assets $ 770 $1,071
Non-current Assets 1,971 1,810
Current Liabilities 504 588
Non-current Liabilities 1,635 1,618
Shareholders' Equity 602 675

Net Sales of Continuing Operations $2,533 $2,723 $2,604
Operating Income (Loss) 104 (97) 198
Income (Loss) from Continuing Operations (51) (222) 111
Discontinued Operations - (62) 17
Net Income (Loss) (51) (284) 128





AMERICAN FINANCIAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


Great American Communications
1993 1992 1991

Contracts, Broadcasting Licenses
and Other Intangibles $575 $540
Other Assets 145 174
Long-term Debt 433 635
Minority Interest - Preferred Stock
of Subsidiary - 275
Shareholders' Equity (Deficit) 139 (339)

Net Revenues of Continuing Operations $205 $211 $202
Operating Income (Loss) 40 (642) 12
Loss from Continuing Operations (67) (613) (33)
Discontinued Operations - 11 40
Extraordinary Items 408 5 77
Net Income (Loss) 341 (597) 84

General Cable Corporation
Six
Year months
ended ended
12/31/93 12/31/92

Current Assets $338 $366
Non-current Assets 282 345
Current Liabilities 110 159
Notes Payable to American Premier 287 255
Non-current Liabilities 83 78
Shareholders' Equity 140 219

Net Sales from Continuing Operations $764 $416
Operating Income (Loss) 2 (29)
Loss From Continuing Operations (26) (53)
Discontinued Operations (32) -
Net Loss (58) (53)

General Cable's 1993 results included a $34.4 million loss on the
disposal of its equipment manufacturing businesses. AFC's share of
this loss reduced negative goodwill and was not included in AFC's
equity in General Cable's earnings. General Cable's results for the
first six months of 1992 (prior to its spin-off from American Premier)
are included in American Premier's results.

F. Property, Plant and Equipment Property, plant and equipment consisted
of the following at December 31, (in thousands):
1993 1992

Land $ 3,654 $ 33,487
Buildings and improvements 21,493 96,523
Machinery, equipment and office furnishings 89,329 278,805
Other - 46,622
114,476 455,437
Less accumulated depreciation (69,526) (239,586)

$ 44,950 $215,851




AMERICAN FINANCIAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


G. Cost in Excess of Net Assets Acquired At December 31, 1993 and 1992,
accumulated amortization of the excess of cost over net assets of
purchased subsidiaries amounted to approximately $94 million and $176
million, respectively. Amortization expense was $15.0 million in
1993, $25.0 million in 1992 and $37.2 million in 1991.

H. Long-Term Debt Long-term debt consisted of the following at December
31, (in thousands):



1993 1992

American Financial Corporation (Parent Company):
12% Debentures (including Series A, B and BV)
due September 1999, less discount of $554 and
$9,902 (imputed interest rate - 12.1% and 13.2%) $201,319 $199,614
10% Debentures (including Series A) due October 1999,
less discount of $0 and $10,312 (imputed
interest rate - 10.0% and 12.0%) 150,017 147,095
12-1/4% Debentures due September 2003 128,294 121,634
13-1/2% Debentures (including Series A) due September
2004, less discount of $0 and $5,730 (imputed
interest rate - 13.5% and 15.0%) 73,546 67,816
Other, less discount of $0 and $1,030 18,698 21,002

$571,874 $557,161

American Premier:
Subordinated debt due between 1997 and 2011 $ - $633,300
Other - 24,500

$ - $657,800

Other Subsidiaries:
Great American Holding Corporation ("GAHC"):
11% Notes due August 1998, less discount of $894
and $1,034 (imputed interest rate - 11.2%) $149,106 $148,966
Floating Rate Notes due September 1995, less
discount of $175 and $264 49,825 49,736
Notes payable to banks due in installments
to December 2000 - 100,000
American Annuity Group, Inc. ("AAG"):
11-1/8% Senior Subordinated Notes due February 2003 125,000 -
9-1/2% Senior Notes due August 2001 100,000 -
Bank term loan due October 1999 - 180,000
Bridge loan due 1993 - 50,000
American Financial Enterprises, Inc.:
Notes payable to banks due December 1997 15,000 59,000
13-7/8% Notes due September 1993 - 85,500
Other 43,201 121,015

$482,132 $794,217





AMERICAN FINANCIAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


At December 31, 1993, sinking fund and other scheduled principal
payments on debt for the subsequent five years were as follows (in
thousands):

Parent Other
Company Subsidiaries Total
1994 $12,080 $ 3,669 $ 15,749
1995 10,883 63,050 73,933
1996 11,843 1,064 12,907
1997 17,818 15,667 33,485
1998 19,223 158,821 178,044

In February 1994, AFC commenced an offer to issue new 9-3/4%
Debentures due April 20, 2004 and cash in exchange for its publicly
traded debentures. In December 1993, AFC wrote off $24.3 million in
unamortized original issue discount and debt issue costs related to
the debentures covered in the exchange offer.

Based on the results of this offer and cash availability, AFC will
redeem some or all of the unexchanged debentures. In March 1994, AFC
called for redemption its 13-1/2% Debentures and its 13-1/2% Series A
Debentures. Holders of either issue may accept the Exchange Offer.

Parent company sinking fund and other scheduled principal payments on
debt at December 31, 1993, assuming at least 50% of each issue of the
old debentures are exchanged, would be as follows (in thousands):

1994 1995 1996 1997 1998
$3,231 $261 $261 $5,493 $261

AFC may, at its option, apply debentures otherwise purchased in excess
of scheduled payments to satisfy any sinking fund requirement. The
scheduled principal payments shown above assume that debentures
purchased are applied to the earliest scheduled retirements.

At December 31, 1993, the estimated fair value of all long-term debt
of AFC and its subsidiaries exceeded carrying value by approximately
$23 million. Fair values of debt instruments were calculated using
quoted market prices where available and present values, discounted
cash flows, or similar techniques in other cases.

During 1993, GAHC entered into a new revolving credit agreement with
several banks under which it can borrow up to $300 million.
Borrowings bear interest at prime rate or at LIBOR plus 1.375% and are
collateralized by a pledge of 50% of the stock of AFC's largest
insurance subsidiary. The agreement converts to a four-year term loan
in December 1996 and requires annual facility fees and commitment fees
based upon the unused portion of the credit line. AFC guarantees
amounts borrowed under the credit agreement.

In connection with the acquisition of GALIC, AAG borrowed $180 million
under a Bank Term Loan Agreement and $50 million under a Bridge Loan.
In 1993, AAG sold $225 million principal amount of Notes to the public
and used the proceeds to pay off the Bank and Bridge Loan.
Unamortized debt issue costs of $4.6 million (net of minority
interest) were written off and are included in extraordinary items.



AMERICAN FINANCIAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


AFEI redeemed its 13-7/8% Notes and paid $40 million of bank debt with
the proceeds from the sale of shares of American Premier in August
1993. Subsequently, AFEI entered into a new revolving credit
agreement which enables it to borrow a maximum of $20 million through
December 1997.

Cash interest payments of $133 million, $206 million and $221 million
were made on long-term debt in 1993, 1992 and 1991, respectively.

I. Capital Subject to Mandatory Redemption Capital subject to mandatory
redemption includes AFC's Mandatory Redeemable Preferred Stock and
capital subject to a put option.

Mandatory Redeemable Preferred Stock The outstanding shares of
Mandatory Redeemable Preferred Stock are nonvoting, cumulative and
consist of the following:

Series E, $10.50 par value - authorized 2,725,000 shares; annual
dividends per share $1; to be retired at par in 1994 and 1995;
504,711 shares (stated value - $5.3 million) outstanding at
December 31, 1993 and 1992.

Series I, $.01 par value - authorized 700,000 shares; annual
dividends per share $2.66 in 1993; redeemable at $28 per share;
150,212 shares (stated value - $4.2 million) and 225,318 shares
(stated value - $6.3 million) outstanding at December 31, 1993 and
1992, respectively.

The fair market value of AFC's Mandatory Redeemable Preferred Stock
approximates stated value.

In February 1994, AFC redeemed the outstanding shares of Series I
Preferred Stock. Approximately 45% of the Series E Preferred Stock is
scheduled to be retired in December 1994; the balance is to be retired
in December 1995.

During 1993, AFC purchased 75,106 shares of Series I Preferred Stock
for approximately $2.1 million. During 1992, AFC purchased 680,369,
115,500 and 75,105 shares of Series D, Series E and Series I Preferred
Stock, respectively, for approximately $10.4 million. During 1991,
AFC purchased 679,689 shares of Series D Preferred Stock for
approximately $7.1 million.

Capital Subject to Put Option Under an agreement entered into in
1983, certain members of the Lindner family (the "Group") who, in the
aggregate, owned 1,848,235 shares of AFC Common Stock, were granted
options to purchase an additional 1,225,000 shares. The options,
which expire two years after the death of Robert D. Lindner, are
exercisable at $6.65 per share plus $.40 per share per year from April
1983. Holders have the right to "put" to AFC any shares of AFC Common
Stock or options at any time at a price equal to









AMERICAN FINANCIAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


AFC's book value per share, adjusted to reflect all equity securities
(including investees and subsidiaries with publicly traded shares) at
market prices. The purchase price is to be paid one-third in cash and
the balance in a five-year installment note bearing interest at a rate
equal to the five- year U.S. Treasury note rate plus 3%. AFC has the
right to "call" any AFC shares owned by the Group after Robert D.
Lindner's death at the same price as described under the "put" (but
not less than $6.65 per share plus 10% compounded annually from April
1983). Further, AFC has a right of first refusal on shares owned by
members of the Group.

At December 31, 1993, the Group owned 1,533,767 shares of AFC Common
Stock and options to purchase an additional 762,500 shares. The
aggregate purchase price for all shares covered by the put is included
in "capital subject to mandatory redemption" and amounted to $40
million and $16 million at December 31, 1993 and 1992, respectively.
Changes in the aggregate purchase price are charged or credited
directly to retained earnings without affecting earnings.

J. Other Preferred Stock Under provisions of both the Nonvoting
(55,800,000 shares authorized, including the redeemable issues) and
Voting (3,500,000 shares authorized, none outstanding) Cumulative
Preferred Stock, the Board of Directors is authorized to divide the
authorized stock into series and to set specific terms and conditions
of each series.

The outstanding shares of Nonvoting Cumulative Preferred Stock,
excluding those that are mandatorily redeemable, consist of the
following:

Series F, $1 par value - authorized 15,000,000 shares; annual
dividends per share $1.80; 10% annually may be retired at AFC's
option at $20 per share from 1994 to 1996; 13,753,254 shares
(stated value - $168.0 million) outstanding at December 31, 1993
and 1992.

Series G, $1 par value - authorized 2,000,000 shares; annual
dividends per share $1.05; may be retired at AFC's option at $10.50
per share; 364,158 shares (stated value - $600,000) outstanding at
December 31, 1993 and 1992.

In 1992 and 1991, AFC sold 1.0 million and 1.4 million shares of
Series F Preferred Stock to its ESORP for $15.0 million and $19.4
million in cash, respectively.

K. Common Stock At December 31, 1993, Carl H. Lindner and certain
members of the Lindner family owned all of the outstanding Common
Stock of AFC (18,971,217 shares, including 1,533,767 shares subject to
a put option as described in Note I). Of the 32,300,000 authorized
shares of Common Stock at December 31, 1993, 762,500 shares were
reserved for issuance upon exercise of options.









AMERICAN FINANCIAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


L. Income Taxes The following is a reconciliation of income taxes at the
statutory rate of 35% in 1993 and 34% in 1992 and 1991 and income
taxes as shown in the Statement of Operations (in thousands):


Deferred
Liability Method Method
1993 1992 1991

Earnings (loss) before income taxes:
Continuing operations $261,985 ($144,854) $118,710
Discontinued operations - - 23,335
Extraordinary items (4,559) - -
Adjusted earnings (loss) before
income taxes $257,426 ($144,854) $142,045

Income taxes at statutory rate $ 90,099 ($ 49,250) $ 48,295
Effect of:
Losses (utilized) not utilized (59,141) 54,100 14,805
Minority interest 12,082 13,289 30,164
Dividends received deduction (8,336) (8,774) (7,493)
Amortization of intangibles 2,658 4,223 8,028
State income taxes 820 4,170 2,388
Foreign income taxes 76 992 (8,382)
Tax exempt interest (659) (628) (758)
Fresh start adjustment - - (7,926)
Subsidiaries' issuance of stock - - (11,014)
Equity in earnings of subsidiaries
not included in AFC's tax group - - 4,083
Other (303) (676) (2,495)
Total provision 37,296 17,446 69,695
Less amounts applicable to discontinued
operations - - (7,539)
Provision for income taxes as shown on
the Statement of Operations $ 37,296 $ 17,446 $ 62,156


Adjusted earnings (loss) before income taxes consisted of the following
(in thousands):
1993 1992 1991
Subject to tax in:
United States $255,682($144,854) ($ 45,020)
Foreign jurisdictions 1,744 - 187,065

$257,426($144,854) $142,045




AMERICAN FINANCIAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


The total income tax provision consists of (in thousands):


Deferred
Liability Method Method
1993 1992 1991

Current taxes:
Federal $43,592 $39,791 $ 5,388
Foreign 503 1,172 34,355
State 1,843 4,736 3,729
Deferred taxes (credits):
Federal (8,256) (28,926) 17,688
Foreign (386) 673 8,535

$37,296 $17,446 $69,695

The 1993 provision for income tax includes a $15 million first quarter
benefit due to American Premier's revision of estimated future taxable
income likely to be generated during the company's tax loss
carryforward period.

The components of the provision for deferred income taxes for 1991 were
(in millions):

Undistributed earnings of subsidiaries
and investees $19.6
Losses not utilized 20.5
Insurance underwriting adjustments (16.3)
Investment income (16.2)
Disposition of assets 35.9
Book value incentive plan (11.9)
Other (5.4)

$26.2

For income tax purposes, certain members of the AFC consolidated tax
group had approximately $180 million of operating loss carryforwards
available at December 31, 1993. The carryforwards are scheduled to
expire as follows: $23 million in 1994, $9 million in 1995 through 2000
and $148 million in 2001 through 2005.



















AMERICAN FINANCIAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


The cumulative effect of implementing SFAS No. 109 in 1992, which
resulted from giving recognition to previously unrecognized tax
benefits, was income of $85.4 million. This income consisted of a
charge of $40 million related to members of the AFC tax group and a
benefit of $125.4 million for AFC's share of American Premier's
accounting change. Deferred income taxes reflect the impact of
temporary differences between the carrying amounts of assets and
liabilities recognized for financial reporting purposes and the amounts
recognized for tax purposes. The significant components of deferred
tax assets and liabilities for AFC's tax group included in the Balance
Sheet at December 31, were as follows (in millions):



1993 1992
American
AFC AFC Premier
Tax Group Tax Group Tax Group

Deferred tax assets:
Net operating loss carryforwards $ 63.0 $ 87.5 $278.4
Capital loss carryforwards - - 80.6
Insurance claims and reserves 172.1 165.7 78.8
Other, net 61.5 34.7 81.9
296.6 287.9 519.7
Valuation allowance for deferred
tax assets (87.6) (183.6) (274.3)
209.0 104.3 $245.4
Deferred tax liabilities:
Deferred acquisition costs (60.3) (53.9)
Investment securities (186.7) (37.5)
(247.0) (91.4)

Net deferred tax asset (liability) ($ 38.0) $ 12.9 $245.4


The gross deferred tax asset was reduced by a valuation allowance based
on an analysis of the likelihood of realization. Factors considered in
assessing the need for a valuation allowance include: (i) recent tax
returns, which show neither a history of large amounts of taxable
income nor cumulative losses in recent years, (ii) opportunities to
generate taxable income from sales of appreciated assets, and (iii) the
likelihood of generating larger amounts of taxable income in the
future. The likelihood of realizing this asset will be reviewed
periodically; any adjustments required to the valuation allowance will
be made in the period in which the developments on which they are based
become known.

Cash payments for income taxes, net of refunds, were $49.6 million,
$9.6 million and $41.2 million for 1993, 1992 and 1991, respectively.










AMERICAN FINANCIAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


M. Discontinued Operations In December 1991, AFC sold Hunter Savings
Association to Provident Bancorp (an affiliate) for approximately $67.9
million in Provident Bancorp securities and $834,000 in cash. Prior to
the sale, Hunter paid AFC a dividend of approximately $26.8 million in
cash. Discontinued operations for 1991 consisted of the following (in
thousands):
Gain
Operations on Sale
Pretax Earnings $17,683 $5,652
Tax (5,617) (1,922)

Net Earnings $12,066 $3,730

N. Pending Legal Proceedings Counsel has advised AFC that there is little
likelihood of any substantial liability being incurred from any
litigation pending against AFC and subsidiaries.

O. Benefit Plans AFC expensed ESORP contributions of $8.9 million in
1993, $7.4 million in 1992 and $7.5 million in 1991. Other operating
and general expenses include a charge of $1 million in 1993, a credit
of $1 million in 1992 and a charge of $38 million in 1991 for units
outstanding under AFC's Book Value Incentive Plan.

In 1993, AFC began accruing postretirement benefits over the period the
employees qualify for such benefits. Expense for 1993 was $3.1
million. Prior to this change, costs were charged to expense as
incurred.

P. Transactions With Affiliates Various business has been transacted
among AFC and its subsidiaries over the past several years, including
rentals, data processing services, accounting services, investment
management services, loans, leases, insurance, advertising and sales of
assets. Unless otherwise disclosed, none of these transactions had a
material effect on the net earnings or equity of AFC. Aggregate
charges for these services within AFC and its subsidiaries have been
insignificant in relation to consolidated revenues.

In addition, AFC and its subsidiaries have had certain of the above
types of transactions with certain of AFC's officers and directors and
with business entities owned by them. Charges for such services have
been less than one percent of consolidated revenues in 1993, 1992 and
1991.

In 1993 AFC sold stock of an affiliate to certain of its officers and
employees for $1.8 million in cash and $270,000 in 5.25% unsecured
notes due in five equal annual installments beginning in 1996.

In 1991, The Provident Bank purchased a $5 million loan to an AFC
resort real estate subsidiary from an unrelated bank. The loan is
secured by the subsidiary's property and is guaranteed by AFC. At
December 31, 1993, $452,000 is owed to Provident under the loan.
Members of the Lindner family are majority owners of Provident's
parent.

Except as noted otherwise, all of the above transactions have taken
place at approximate market rates or values and, in the opinion of
management, all amounts are fully collectible.



AMERICAN FINANCIAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


Q. Quarterly Operating Results (Unaudited) The operations of certain of
AFC's business segments are seasonal in nature. While insurance
premiums are recognized on a relatively level basis, claim losses
related to adverse weather (snow, hail, hurricanes, tornados, etc.) may
be seasonal. Quarterly results necessarily rely heavily on estimates.
These estimates and certain other factors, such as the nature of
investees' operations and discretionary sales of assets, cause the
quarterly results not to be necessarily indicative of results for
longer periods of time. The following are quarterly results of
consolidated operations for the two years ended December 31, 1993 (in
millions). See Note B for changes in ownership of companies whose
revenues are included in the consolidated operating results and for the
effects of gains on sales of subsidiaries in individual quarters.

Following American Premier's announcement in May 1993 that it was
committed to sell its Federal Systems segment, AFC classified the
operations of this business as "discontinued" for the periods American
Premier was accounted for as a subsidiary. These operations have been
classified as "continuing" operations below since the amounts were not
material ($1.4 million in the first quarter of 1993 and $1.5 million,
$1.5 million and $1.4 million in the first three quarters of 1992). In
addition, AAG's $5.2 million (pretax before minority interest) writeoff
of debt issue costs in the third quarter of 1993 has been reclassified
as "extraordinary".


1st 2nd 3rd 4th Total
Quarter Quarter Quarter Quarter Year

1993
Revenues $1,024.7 $557.0 $555.7 $583.3 $2,720.7
Earnings from continuing
operations 88.6 18.1 75.3 42.7 224.7
Extraordinary items - - (4.6) - (4.6)
Net earnings 88.6 18.1 70.7 42.7 220.1

1992
Revenues $1,028.4 $1,112.0 $969.8 $818.7 $3,928.9
Earnings (loss) from
continuing operations 21.2 11.7 (20.7) (174.5) (162.3)
Cumulative effect of
accounting change 85.4 - - - 85.4
Net earnings (loss) 106.6 11.7 (20.7) (174.5) (76.9)


Realized gains (losses) on sales of securities and charges for
possible losses on investments for the respective quarters amounted
to (in millions):


1st 2nd 3rd 4th Total
Quarter Quarter Quarter Quarter Year

Realized gains:
1993 $17.4 $23.6 $17.7 $23.6 $ 82.3
1992 11.6 11.5 19.5 58.9 101.5




Provisions for impairment:
1993 $ - ($ 1.5) $ - $ - ($ 1.5)
1992 - - (1.0) (1.0) (2.0)

AMERICAN FINANCIAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

R. Additional Information The following amounts were expensed during the
periods shown (in millions):
1993 1992 1991
Insurance premium taxes $44.2 $59.2 *
Advertising * * $62.7

(*) Amounts less than 1% of consolidated revenues.

Total rental expense for various leases of ships, railroad rolling
stock, office space and data processing equipment was $24 million, $52
million and $160 million for 1993, 1992 and 1991, respectively.
Sublease rental income related to these leases totaled $6.6 million in
1993, $8.2 million in 1992 and $23.8 million in 1991.

Future minimum rentals, related principally to office space and railroad
rolling stock, required under operating leases having initial or
remaining noncancelable lease terms in excess of one year at
December 31, 1993, were as follows: 1994 - $28 million, 1995 - $24
million, 1996 - $18 million, 1997 - $11 million, 1998 - $7 million and
$9 million thereafter. At December 31, 1993, minimum sublease rentals
to be received through the expiration of the leases aggregated
$38 million.

Other operating and general expenses included charges (credits) for
possible losses on agents' balances, reinsurance recoverables and other
receivables in the following amounts: 1993 - $10 million, 1992 -
($3 million) and 1991 - $26 million. The aggregate allowance for such
losses amounted to approximately $91 million and $108 million at
December 31, 1993 and 1992, respectively.

Insurance Securities owned by insurance subsidiaries having a carrying
value of approximately $410 million at December 31, 1993, were on
deposit as required by regulatory authorities. Included in "Prepaid
expenses, deferred charges and other assets" at December 31, 1993 and
1992 were $176 million and $213 million, respectively, of insurance
company deferred policy acquisition costs.

The following table shows (in millions) investment income earned and
investment expenses incurred by AFC's insurance companies.

1993 1992 1991
Insurance group investment income:
Fixed maturities $566.2 $615.8 $502.6
Equity securities 13.3 16.9 10.0
Other 6.7 3.2 3.2
586.2 635.9 515.8
Insurance group investment
expenses (*) (40.9) (41.1) (37.7)
$545.3 $594.8 $478.1

(*) Included in "Other operating and general expenses" in the
Statement of Operations.





AMERICAN FINANCIAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


"Insurance claims and reserves" at December 31, 1993 and 1992, included
$675 million and $814 million, respectively, of unearned insurance
premiums.

AFC's insurance subsidiaries are required to file financial statements
with state insurance regulatory authorities prepared on an accounting
basis prescribed or permitted by such authorities (statutory basis).
Net earnings and policyholders' surplus on a statutory basis for the
insurance subsidiaries were as follows (in millions):




Policyholders'
Net Earnings Surplus
1993 1992 1991 1993 1992

Property and casualty
companies $179 $200 $67 $887 $1,089
Life insurance company 44 59 93 251 216


New insurance regulations requiring rate rollbacks are being
implemented in California as a result of the 1988 ballot initiative,
Proposition 103. GAI has not received a rollback assessment and
management believes an ultimate liability, if any, cannot be estimated.
Since it is not probable that GAI will pay a material premium refund,
no provision has been made in the financial statements for a potential
liability.

In the normal course of business, AFC's insurance subsidiaries assume
and cede reinsurance with other insurance companies. The following
table shows (in millions) (i) amounts deducted from property and
casualty premium income accounts in connection with reinsurance ceded,
(ii) amounts included in income for reinsurance assumed and (iii)
reinsurance recoveries deducted from losses and loss adjustment
expenses.

1993 1992 1991
Reinsurance ceded $422 $278 $284
Reinsurance assumed:
From companies under management contract 63 17 8
Other, primarily non-voluntary pools
and associations 61 117 55
Reinsurance recoveries 343 151 109

The fair value of the liability for annuities in the payout phase is
assumed to be the present value of the anticipated cash flows,
discounted at current interest rates. Fair value of annuities in the
accumulation phase is assumed to be the policyholders' cash surrender
amount. The aggregate fair value of all annuity liabilities, net of
deferred policy acquisition costs, at December 31, 1993, approximates
the amounts recorded in the financial statements.









AMERICAN FINANCIAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


Financial Instruments with Off-Balance-Sheet Risk In the normal course
of business, AFC and its subsidiaries enter into financial instrument
transactions which may present off-balance-sheet risks, of both credit
and market risk nature. These transactions include interest rate swaps
and collars, commitments to fund loans, loan guarantees and commitments
to purchase and sell securities or loans.

Market risk arises from the possibility that interest and exchange rate
movements may make financial instruments less valuable or more onerous.
Credit risk arises from the possibility of failure of another party to
perform according to the terms of a contract. Appropriate collateral,
credit analysis and other control procedures are considered in the
light of circumstances of individual situations to minimize risk.
Management does not anticipate any material adverse effect on its
financial position resulting from involvement in these instruments.

At December 31, 1993, AFC and its subsidiaries had commitments to fund
credit facilities and contribute limited partnership capital totalling
$35 million at December 31, 1993.

S. Restrictions on Transfer of Funds and Assets of Subsidiaries Payments
of dividends, loans and advances by AFC's subsidiaries are subject to
various state laws, federal regulations and debt covenants which limit
the amount of dividends, loans and advances that can be paid. The
maximum amount of dividends payable in 1994 from GAI based on its 1993
earned surplus is approximately $108 million. Total "restrictions" on
intercompany transfers from AFC's subsidiaries cannot be quantified due
to the discretionary nature of the restrictions.

T. Subsequent Event (Unaudited) In February 1994, American Premier
announced that it was considering a proposal from AFC to purchase GAI's
personal lines business (primarily insurance of private passenger
automobiles and residential property) for $380 million. These
operations had earned premiums of $342 million in 1993 and represented
approximately 25% of the premiums earned by all of GAI's insurance
operations. The purchase would include the transfer of a portfolio of
principally investment grade securities with a market value of
approximately $450 million. The estimated net book value (GAAP basis)
of the business to be transferred would be approximately $200 million.



PART IV

ITEM 14

Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a) Documents filed as part of this Report:
1. Financial Statements are included in Part II, Item 8.

2. Financial Statement Schedules:
A. Selected Quarterly Financial Data is included in Note Q to the
Consolidated Financial Statements.

B. Schedules filed herewith for 1993, 1992 and 1991:

Page
II - Amounts Receivable from Related Parties and Under-
writers, Promoters, and Employees other than
Related Parties S-2

III - Condensed Financial Information of Registrant S-4

XIV - Supplemental Information Concerning
Property-Casualty Insurance Operations S-6

All other schedules for which provisions are made in the applicable
regulation of the Securities and Exchange Commission have been
omitted as they are not applicable, not required, or the
information required thereby is set forth in the Financial
Statements or the notes thereto.

C. The annual report on Form 10-K of American Premier Underwriters,
Inc. (File No. 1-1569) for the period ended December 31, 1993, is
hereby incorporated by reference.

Copies of this Annual Report on Form 10-K and all subsequent
reports filed pursuant to Section 13 of the Securities Exchange Act
of 1934 may be obtained from the Commission's principal office at
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549,
upon payment of the fees prescribed by the rules and regulations of
the Commission or may be examined without charge at Room 1024 of
the Commission's public reference facilities at the same address.
Copies of material filed with the Commission may also be inspected
at the following regional offices: 500 West Madison Street, Suite
1400, Chicago, Illinois 60661; and 7 World Trade Center, New York,
New York 10048.

3. Exhibits - see Exhibit Index on page E-1.

(b) Reports on Form 8-K:

Date of Report Items Reported
February 23, 1994 1. Exchange Offer for AFC Debentures
2. Proposal to sell personal lines
business to American Premier

March 17, 1994 1. Amended Exchange Offer terms
2. Call for redemption of 13-1/2%
Debentures



AMERICAN FINANCIAL CORPORATION AND SUBSIDIARIES

SCHEDULE II - AMOUNTS RECEIVABLE FROM RELATED PARTIES
AND UNDERWRITERS, PROMOTERS AND EMPLOYEES OTHER THAN RELATED PARTIES
THREE YEARS ENDED DECEMBER 31, 1993
(In Thousands)


COLUMN B COLUMN D
Balance at Deductions
COLUMN A beginning COLUMN C Amounts Amount
Name of Debtor of period Additions CollectedWritten Out
American Financial Corporation

Year ended December 31, 1993:
Rodger M. Miller $ 85(a) $110(b) $ - $ -

Year ended December 31, 1992:
James E. Evans $ 335 $ - $ 250 $ -
Fred J. Runk 136 - 136 -
Ronald F. Walker 370 - 285 -


Year ended December 31, 1991:
James E. Evans $1,301 $ 85 $1,051 $ -
Sandra W. Heimann 565 85 565 -
Rodger M. Miller 141 85 141 -
Thomas E. Mischell 351 85 351 -
Fred J. Runk 51 85 - -
Ronald F. Walker 401 119 150 -

COLUMN E
Balance at end
of period
COLUMN A Not
Name of Debtor Current Current
American Financial Corporation

Year ended December 31, 1993:
Rodger M. Miller $ - $195


Year ended December 31, 1992:
James E. Evans - $ 85(a)
Fred J. Runk - -
Ronald F. Walker - 85(a)


Year ended December 31, 1991:
James E. Evans - $335
Sandra W. Heimann - 85
Rodger M. Miller - 85
Thomas E. Mischell - 85
Fred J. Runk - 136
Ronald F. Walker - 370

(a) Represents unsecured 7% note due in 1996.
(b) Represents unsecured 5.25% note due in five equal annual installments
beginning in 1996.

See Note P to Financial Statements - "Transactions with Affiliates" for
additional amounts due from related parties.




AMERICAN FINANCIAL CORPORATION AND SUBSIDIARIES

SCHEDULE II - AMOUNTS RECEIVABLE FROM RELATED PARTIES
AND UNDERWRITERS, PROMOTERS AND EMPLOYEES OTHER THAN RELATED PARTIES
THREE YEARS ENDED DECEMBER 31, 1993
(In Thousands)


COLUMN B COLUMN D
Balance at Deductions
COLUMN A beginning COLUMN C Amounts
Name of Debtor of period Additions Collected Other

Subsidiaries
Year Ended December 31, 1993:
American Premier:
Robert E. Gill $ 117(a) $ - $ - $ 117(#)
Neil M. Hahl 123(a) - - 123(#)
Joseph M. Kampf 332(b) - - 332(#)
Alfred W. Martinelli 8,906(c) - - 8,906(#)
Robert W. Olson 260(a) - - 260(#)
Sandi Stavenhagen 100(d) - - 100(#)


Year Ended December 31, 1992:
Spelling Entertainment:
John T. Brady $ 250 $ - $ - $ 250(#)
Ronald Lightstone 500 - - 500(#)
Richard P. Rubinstein 100 - - 100(#)

American Premier:
Mercad A. Cramer, Jr. 489 - 489 -
Robert E. Gill - 117 - -
Neil M. Hahl - 123 - -
Joseph M. Kampf 403 734 805 -
Alfred W. Martinelli 9,697 1,842 2,633 -
Robert W. Olson 170 118 28 -
Sandi Stavenhagen 101 - 1 -


Year Ended December 31, 1991:
Spelling Entertainment:
John T. Brady $ - $ 250(*) $ - $ -
Jules Haimovitz - 1,350(*) - 1,350(e)
Ronald Lightstone - 500(*) - -
Richard P. Rubinstein - 100(*) - -

American Premier:
Mercad A. Cramer, Jr. - 489(*) - -
Joseph M. Kampf - 403(*) - -
Alfred W. Martinelli - 9,697(*) - -
Robert W. Olson - 170(*) - -
Sandi Stavenhagen - 101(*) - -












COLUMN E
Balance at end
of Period
COLUMN A Not
Name of Debtor Current Current

Subsidiaries
Year Ended December 31, 1993:
American Premier:
Robert E. Gill $ - $ -
Neil M. Hahl - -
Joseph M. Kampf - -
Alfred W. Martinelli - -
Robert W. Olson - -
Sandi Stavenhagen - -


Year Ended December 31, 1992:
Spelling Entertainment:
John T. Brady - -
Ronald Lightstone - -
Richard P. Rubinstein - -

American Premier:
Mercad A. Cramer, Jr. - -
Robert E. Gill - 117(a)
Neil M. Hahl - 123(a)
Joseph M. Kampf - 332(b)
Alfred W. Martinelli - 8,906(c)
Robert W. Olson - 260(a)
Sandi Stavenhagen - 100(d)


Year Ended December 31, 1991:
Spelling Entertainment:
John T. Brady - $ 250
Jules Haimovitz - -
Ronald Lightstone - 500
Richard P. Rubinstein - 100

American Premier:
Mercad A. Cramer, Jr. - 489
Joseph M. Kampf - 403
Alfred W. Martinelli - 9,697
Robert W. Olson - 170
Sandi Stavenhagen - 101

(*) Represents balance due at date company became a subsidiary.
(#) Represents balance due at date company ceased to be a subsidiary.

(a) Promissory notes of participants in stock option loan program; secured
by shares purchased, bearing interest at rates ranging from 3.65% to
7.06%.
(b) Note receivable, incidental to employee relocation, bearing interest at
6.49% per annum. Principal and interest are payable on or before June
30, 2000.
(c) Includes recourse promissory notes of participants in American
Premier's stock plan; secured by shares purchased, bearing interest at
9% and due not later than ten years after purchase date.
(d) Mortgage note receivable, incidental to relocation, secured by
homesite. Principal and interest is payable monthly based on an



amortization schedule of 30 years and an annual interest rate of
9-3/4%.
(e) Individual ceased being an employee during the year.

AMERICAN FINANCIAL CORPORATION - PARENT ONLY
SCHEDULE III - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
(In Thousands)


Condensed Balance Sheet
December 31,
1993 1992

Assets:
Cash and short-term investments $ 2,681 $ 8,816
Investment in securities 12,217 3,381
Receivables from affiliates 460,915 257,720
Investment in subsidiaries 1,051,028 949,997
Investment in investee corporations 267,219 281,887
Other assets 41,919 62,232
$1,835,979 $1,564,033
Liabilities and Capital:
Accounts payable, accrued expenses and other
liabilities 46,840 $ 65,168
Payables to affiliates 630,795 634,027
Long-term debt 571,874 557,161
Capital subject to mandatory redemption 49,232 27,683
Other capital 537,238 279,994
$1,835,979 $1,564,033

Condensed Statement of Operations
Year ended December 31,
1993 1992 1991

Revenues:
Dividends from:
Subsidiaries $248,168 $185,471 $502,005
Investees 4,035 11,498 6,665
252,203 196,969 508,670
Equity in undistributed earnings (losses)
of subsidiaries and investees 65,435 (309,970) (219,087)
Realized losses on sales of securities (1,743) (2,476) (9,908)
Gains (losses) on sales of investees 59,182 1,772 (9,171)
Gains on sales of subsidiaries - 64,483 36,298
Provision for impairment of investments - (12,300) (47,290)
Investment and other income 21,370 16,397 15,134
396,447 (45,125) 274,646
Costs and Expenses:
Interest charges on intercompany borrowings 3,736 5,632 27,958
Interest charges on other borrowings 71,057 70,619 73,832
Other operating and general expenses 59,669 23,478 54,146
134,462 99,729 155,936
Earnings (loss) from continuing operations
before income taxes 261,985 (144,854) 118,710
Provision for income taxes 37,296 17,446 62,156

Earnings (loss) from continuing operations 224,689 (162,300) 56,554

Discontinued operations - - 15,796

Earnings (loss) before extraordinary items and
cumulative effect of accounting change 224,689 (162,300) 72,350



Extraordinary items (4,559) - -
Cumulative effect of accounting change - 85,400 -

Net Earnings (Loss) $220,130 ($ 76,900) $ 72,350


AMERICAN FINANCIAL CORPORATION - PARENT ONLY
SCHEDULE III - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
(In Thousands)




Condensed Statement of Cash Flows


Year ended December 31,
1993 1992 1991

Operating Activities:
Net earnings (loss) $220,130 ($ 76,900) $ 72,350
Adjustments:
Cumulative effect of accounting change - (85,400) -
Equity in earnings of subsidiaries (168,244) (49,407) (207,869)
Equity in net losses (earnings) of
investees (1,963) 222,545 (3,991)
Depreciation and amortization 2,252 4,019 3,971
Provision for impairment of investments - 12,300 47,290
Realized gains on sales of subsidiaries
and investments (57,421) (64,581) (17,219)
Writeoff of debt discount and issue costs 24,814 - -
Change in receivables and payables
from affiliates, net (196,338) (108,462) 96,923
Increase (decrease) in payables (13,146) (17,931) 23,331
Dividends from subsidiaries and investees 131,914 72,651 64,056
Other (15,417) (30,719) (1,877)
(73,419) (121,885) 76,965
Investing Activities:
Purchases of subsidiaries and other
investments (29,501) (42,690) (1,117)
Sales of subsidiaries and other
investments 126,196 167,663 483
Other, net 344 35 (21,524)
97,039 125,008 (22,158)
Financing Activities:
Additional long-term borrowings 9,984 786 915
Reductions of long-term debt (9,062) (17,516) (5,498)
Issuance of capital stock - 15,000 19,409
Repurchases of capital stock (2,643) (10,549) (6,756)
Cash dividends paid (28,034) (29,001) (30,453)
(29,755) (41,280) (22,383)

Net Increase (Decrease) in Cash and Short-term Investments (6,135) (38,157) 32,424

Cash and short-term investments at beginning
of period 8,816 46,973 14,549

Cash and short-term investments at end
of period $ 2,681 $ 8,816 $ 46,973





AMERICAN FINANCIAL CORPORATION AND SUBSIDIARIES
SCHEDULE XIV - SUPPLEMENTAL INFORMATION CONCERNING
PROPERTY-CASUALTY INSURANCE OPERATIONS
THREE YEARS ENDED DECEMBER 31, 1993
(IN MILLIONS)


Column A Column B Column C Column D Column E Column F
(a)
Reserves For
Deferred Unpaid Claims (b)
Affiliation Policy and Claims Discount (c)
With Acquisition Adjustment Deducted In Unearned Earned
Registrant Costs Expenses Column C Premiums Premiums

CONSOLIDATED PROPERTY-CASUALTY ENTITIES

1993 $137 $2,724 $56 $675 $1,495(d)

1992(e) $169 $3,444 $51 $814 $2,151

1991 $1,197


Column A Column G Column H Column I Column J Column K
Claims and Claim Amortization Paid
Adjustment Expensesof Deferred Claims
Affiliation Net Incurred Related To Policy and Claim
With Investment Current Prior Acquisition Adjustment Premiums
Registrant Income Year Years Costs Expenses Written

1993 $206(d) $1,103(d) ($39)(d) $345(d) $1,052(d) $1,587(d)

1992(e) $301 $1,589 ($34) $494 $1,461 $2,222

1991 $192 $ 877 ($30) $292 $ 856 $1,190


(a) Grossed up for reinsurance recoverables of $611 and $558 at December 31,
1993 and 1992 respectively.
(b) Discounted at rates ranging from 3.5% to 8%.
(c) Grossed up for prepaid reinsurance premiums of $122 and $82 at December 31,
1993 and 1992 respectively.
(d) Includes American Premier's Insurance Group through March 31, 1993.
(e) Includes American Premier's Insurance Group.



AMERICAN PREMIER INSURANCE GROUP

Information for American Premier is not included since that company files such information
with the Commission as a registrant in its own right.




INDEX TO EXHIBITS

AMERICAN FINANCIAL CORPORATION


Number Exhibit Description

3 Articles of Incorporation and Code
of Regulations, filed as Exhibit 3
to AFC's Form 10-K for 1988. *

4 Instruments defining the The rights of holders of
rights of security holders. Registrant's Preferred Stock
are defined in the Articles
of Incorporation. Registrant
has no outstanding debt
issues exceeding 10% of the
assets of Registrant and
consolidated subsidiaries.

Management Contracts:
10(a) Book Value Incentive Plan, filed as
Exhibit 10(a) to AFC's Form 10-K
for 1983. *

10(b) Option Agreement, filed as Exhibit
10(b) to AFC's Form 10-K for 1983. *

10(c) Nonqualified ESORP Plan, filed as Exhibit
10(e) to AFC's Form 10-K for 1989. *

12 Computation of ratios of earnings
to fixed charges and fixed charges
and preferred dividends.

21 Subsidiaries of the Registrant.

28 Information from reports furnished to
state insurance regulatory authorities.

99 Form 10-K of American Premier Underwriters, Inc.
for 1993.


(*) Incorporated herein by reference.



AMERICAN FINANCIAL CORPORATION AND SUBSIDIARIES

EXHIBIT 12 - COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES
AND FIXED CHARGES AND PREFERRED DIVIDENDS
(Dollars in Thousands)



1993 1992 1991 1990 1989


Pretax income (loss) excluding discontinued operations $257,426 ($144,854) $118,710 $ 77,450 $ 38,553
Minority interest in subsidiaries having fixed charges(*) 34,800 37,685 44,369 15,779 (20,904)
Less undistributed equity in losses (earnings) of investees (25,067) 376,020 5,817 (28,362) (27,663)
Fixed charges:
Interest expense 153,836 212,150 245,757 353,220 368,134
Debt discount and expense 5,273 4,698 6,961 9,273 9,214
One-third of rentals 5,801 16,341 45,286 74,166 65,003

EARNINGS $432,069 $502,040 $466,900 $501,526 $432,337


Fixed charges:
Interest expense $153,836 $212,150 $245,757 $353,220 $368,134
Debt discount and expense 5,273 4,698 6,961 9,273 9,214
One-third of rentals 5,801 16,341 45,286 74,166 65,003
Pretax preferred dividend requirements of subsidiaries - - 598 2,913 3,774
Capitalized interest - - 5,495 8,423 2,448

FIXED CHARGES $164,910 $233,189 $304,097 $447,995 $448,573


Fixed charges and preferred dividends:
Fixed charges - per above $164,910 $233,189 $304,097 $447,995 $448,573
Preferred dividends (**) 26,122 26,218 24,899 24,180 29,711

FIXED CHARGES AND PREFERRED DIVIDENDS $191,032 $259,407 $328,996 $472,175 $478,284




Ratio of Earnings to Fixed Charges 2.62 2.15 1.54 1.12 0.96


Earnings sufficient (insufficient) to cover Fixed Charges $267,159 $268,851 $162,803 $ 53,531 ($ 16,236)


Ratio of Earnings to Fixed Charges and Preferred Dividends 2.26 1.94 1.42 1.06 0.90


Earnings sufficient (insufficient) to cover Fixed Charges
and Preferred Dividends $241,037 $242,633 $137,904 $ 29,351 ($ 45,947)


(*) Amounts include preferred dividends of subsidiaries.

(**) Amounts represent preferred dividend requirements multiplied by the ratio that pretax earnings bears to
net earnings (within AFC's consolidated tax group) in periods when there is a tax provision.






























AMERICAN FINANCIAL CORPORATION

EXHIBIT 21 - SUBSIDIARIES OF THE REGISTRANT


The following is a list of subsidiaries of AFC at December 31, 1993. All
corporations are subsidiaries of AFC and, if indented, subsidiaries of the
company under which they are listed.

Percentage of
State of Common Equity
Name of Company Incorporation Ownership

American Financial Enterprises, Inc. Connecticut 83%
Great American Holding Corporation Ohio 100
Great American Insurance Company Ohio 100
American Annuity Group, Inc. Delaware 80
Great American Life Insurance Company Ohio 100
American Empire Surplus Lines Insurance
Company Delaware 100
American National Fire Insurance Company New York 100
Great American Management Services, Inc. Ohio 100
Mid-Continent Casualty Company Oklahoma 100
Stonewall Insurance Company Alabama 100
Transport Insurance Company Ohio 100


The names of certain subsidiaries are omitted, as such subsidiaries
in the aggregate would not constitute a significant subsidiary.

See Part I, Item 1 of this Report for a description of certain
companies in which AFC owns a significant portion and accounts for under the
equity method.

























AMERICAN FINANCIAL CORPORATION

EXHIBIT 28 - INFORMATION FROM REPORTS FURNISHED
TO STATE INSURANCE REGULATORY AUTHORITIES



Schedule P of Annual Statements



A. CONSOLIDATED PROPERTY AND CASUALTY ENTITIES - See Attached Schedules

Schedule P (prepared in accordance with the rules prescribed by
the National Association of Insurance Commissioners) includes the
reserves of AFC's consolidated property and casualty
subsidiaries. The following is a summary of Schedule P reserves
(in millions):

GAI
Insurance
Group
Schedule P - Part 1 Summary - col. 33 $1,823
- col. 34 321
Statutory Loss and Loss Adjustment Expense Reserves $2,144



B. UNCONSOLIDATED SUBSIDIARIES None



C. 50% OR LESS OWNED PROPERTY AND CASUALTY INVESTEES Not Included

Information for American Premier Underwriters, Inc. for 1993 is
not included since that company files such information with the
Commission as a registrant in its own right.

























Signatures


Pursuant to the requirements of Section 13 of the Securities
Exchange Act of 1934, American Financial Corporation has duly caused this
Report to be signed on its behalf by the undersigned, duly authorized.


American Financial Corporation


Signed: March 28, 1994 BY:s/CARL H. LINDNER

Carl H. Lindner
Chairman of the Board and
Chief Executive Officer






Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated:

Signature Capacity Date



s/CARL H. LINDNER Chairman of the Board March 28, 1994
Carl H. Lindner of Directors



s/ROBERT D. LINDNER Director March 28, 1994
Robert D. Lindner


s/RONALD F. WALKER Director* March 28, 1994
Ronald F. Walker



s/FRED J. RUNK Vice President and March 28, 1994
Fred J. Runk Treasurer (principal
financial and accounting
officer)


* Member of the Audit Committee




EX-99
2
AMERICAN PREMIER UNDERWRITERS 10-K

-----------------------------------------------------------------
-----------------------------------------------------------------

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, 1993 Commission file
number 1-1569


or
[ ] Transition Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

AMERICAN PREMIER UNDERWRITERS, INC.
(Exact name of registrant as specified in its charter)

Pennsylvania 23-6000765
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

One East Fourth Street
Cincinnati, Ohio 45202
(Address of principal executive offices) (Zip Code)



Registrant's telephone number, including area code: (513)
579-6600



Securities registered pursuant to Section 12(b) of the Act:

Name of each exchange on
Title of each class which registered
------------------- ------------------------

Common Stock, $1 par value . . . . . . . New York Stock Exchange


Securities registered pursuant to Section 12(g) of the Act:

None
(Title of class)

Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the









Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No___

Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (Section 229.405 of this
chapter) is not contained herein, and will not be contained, to
the
best of registrant's knowledge, in definitive proxy or
information
statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. [X]

At March 15, 1994, the aggregate market value of the regist-
rant's voting stock held by non-affiliates was $670 million.

Indicate the number of shares outstanding of each of the
registrant's classes of common stock, as of the latest practica-
ble date.

Class Outstanding at March 15, 1994
----- -----------------------------
Common Stock, $1 par value 46,092,718 shares*

The following documents have been incorporated by reference
into the Parts of this Report indicated:

(1) Certain parts of the 1993 Annual Report to Shareholders, as
indicated herein (Parts I and II)

(2) Proxy statement involving the election of directors which
the registrant intends to file with the Commission within 120
days after December 31, 1993 (Part III)

__________________________

* As of March 15, 1994, 1,376,948 additional shares of
Common Stock remained to be distributed pursuant to the registr-
ant's 1978 Plan of Reorganization.
-----------------------------------------------------------------
-----------------------------------------------------------------












TABLE OF CONTENTS


Page

PART I

ITEM 1. BUSINESS. . . . . . . . . . . . . . . . . . . . 1

Introduction. . . . . . . . . . . . . . . . . . 1

Description of Businesses . . . . . . . . . . . 2

Insurance . . . . . . . . . . . . . . . . 2

Non-Insurance Operations. . . . . . . . . 12

General . . . . . . . . . . . . . . . . . . . . 14

Employees . . . . . . . . . . . . . . . . . . . 14

ITEM 2. PROPERTIES. . . . . . . . . . . . . . . . . . . 14

ITEM 3. LEGAL PROCEEDINGS . . . . . . . . . . . . . . . 15

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS . . . . . . . . . . . . . . . . . . . 16

EXECUTIVE OFFICERS OF THE REGISTRANT. . . . . . . . . . . . 16

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS . . . . . . . . . 18

ITEM 6. SELECTED FINANCIAL DATA . . . . . . . . . . . . 18

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS . . . . . 18

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA . . 18

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE . . . . . 18

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE
REGISTRANT. . . . . . . . . . . . . . . . . . 18

ITEM 11. EXECUTIVE COMPENSATION. . . . . . . . . . . . . 18

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS









AND MANAGEMENT. . . . . . . . . . . . . . . . 18

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS. . . . . . . . . . . . . . . . . 18

PART IV

Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND
REPORTS ON FORM 8-K . . . . . . . . . . . . . 19












PART I

ITEM 1. BUSINESS

INTRODUCTION

American Premier Underwriters, Inc. (the "Company"), the
Registrant, was incorporated in the Commonwealth of Pennsylvania
in 1846. Effective March 25, 1994, the Company changed its
corporate name from The Penn Central Corporation to American
Premier Underwriters, Inc. in order to better reflect its new
identity as a property and casualty insurance specialist.

Formerly a diversified company, the Company has reoriented
its corporate focus on specialty property and casualty insurance
through a number of strategic acquisitions and divestitures. Its
principal operations are conducted by a group of non-standard
private passenger automobile insurance companies (the "NSA
Group") that were purchased in 1990 and by Republic Indemnity
Company of America ("Republic Indemnity"), a California workers'
compensation insurance company that the Company purchased in
1989. See "Description of Businesses--Insurance".

In furtherance of its acquisition strategy, on February 10,
1994, the Company announced that it is considering a proposal
from American Financial Corporation ("AFC") for the purchase by
the Company of the personal lines insurance businesses owned by
Great American Insurance Company ("GAI"), a wholly owned subsid-
iary of AFC, for a proposed purchase price of approximately
$380 million in cash. GAI's personal lines businesses reported
net earned premiums of $342 million in 1993 and $322 million in
1992. Approximately 70% of these premiums came from standard
private passenger automobile insurance, 25% from multiperil
homeowners' insurance and 5% from other lines. GAI has advised
the Company that separate income statements for the personal
lines businesses are not available because these lines have been
included with GAI's other insurance lines for financial reporting
purposes. However, GAI estimates that on a stand-alone basis the
personal lines businesses had pro forma accident year statutory
combined ratios of 99.0% in 1993 and 99.1% in 1992. AFC's
proposal for the sale of the personal lines businesses to the
Company would include the transfer by GAI of an investment
portfolio of securities with a market value of approximately $450
million, consisting principally of investment grade bonds. GAI
estimates that the generally accepted accounting principles
("GAAP") net book value of the businesses that would be trans-
ferred at closing would be approximately $200 million.

The Company's Board of Directors (the "Board") has at this
stage concluded that the proposed acquisition merits serious
consideration, in part because it could further the Company's
strategy of achieving higher returns by investing its substantial
cash resources in profitable property and casualty insurance









businesses. The Board also concluded that the proposed acquisi-
tion is potentially attractive in that it could provide the
Company with the opportunity to become a full-service provider of
private passenger automobile insurance on a nationwide basis that
can take advantage of the Company's existing auto insurance
management and underwriting skills.

The Board has appointed a special committee of its outside
directors to review the proposal. The special committee is
empowered to negotiate all aspects of the proposed transaction,
including the purchase price proposed by AFC. Completion of a
transaction would be subject to certain conditions, including
approval by the special committee, receipt by the Company of an
appropriate fairness opinion from an investment banking firm and
any required regulatory approvals. AFC owns 40.5% of the Com-
pany's Common Stock and AFC's principal shareholder, Carl H.
Lindner, is Chairman of the Board and Chief Executive Officer of
the Company.

On May 20, 1993, the Company purchased Leader National
Insurance Company ("Leader National") from The Dyson-Kissner-
Moran Corporation for $38 million in cash. Leader National
writes non-standard private passenger automobile insurance and,
to a lesser extent, non-standard commercial automobile insur-
ance.

The Company continues to seek acquisitions and investment
opportunities, primarily in the property and casualty insurance
area. At December 31, 1993, the Company had $611.2 million of



cash, temporary investments and marketable securities (other than
those held by its insurance operations) that could be available
for such purposes. It is not possible to predict the nature or
impact on the Company of any other acquisition or investment that
might be made.

In furtherance of its strategy to sell all of its wholly
owned non-insurance operating subsidiaries, the Company sold in
August 1993 the defense services operations conducted by Vitro
Corporation for approximately $94 million and also sold in 1993
and the first quarter of 1994 units that install satellite commu-
nications networks, provide engineering services to the nuclear
energy industry and provide rail testing services, respectively,
for an aggregate of approximately $17.8 million.

During 1993, the Company, in underwritten public offerings,
sold its 19.3% position in the common shares of Tejas Gas Corpo-
ration for net proceeds of $106.6 million (resulting in a pre-tax
gain to the Company of $80.0 million) and sold its 20% position
in the limited partnership units of Buckeye Partners, L.P. for
net proceeds of $71.6 million (resulting in a pre-tax gain of
$18.5 million).









In December 1993, the Company signed an agreement in princi-
ple with the Metropolitan Transportation Authority of the State
of New York (the "MTA") that provides for an extension of the end
of the Company's lease to the MTA of Grand Central Terminal

("GCT") and the Harlem and Hudson commuter rail lines from the
year 2032 to 2274. It also provides for the grant of an option
to the MTA to purchase the leased property in 25 years. In
return, the Company would receive consideration having an esti-
mated present value of $55 million, principally in the form of
increased future lease rental payments. See "Description of
Businesses--Non-Insurance Operations--Other--GCT and Related
Development Rights".

The Company has reported, as of the beginning of its 1993
tax year, an aggregate consolidated net operating loss carry-
forward for Federal income tax purposes of $825 million and an
aggregate capital loss carryforward of $384 million. The 1993
consolidated Federal income tax return will report a remaining
net operating loss carryforward currently estimated at $610
million, which will expire at the end of 1996 unless previously
utilized, and a remaining capital loss carryforward estimated at
$262 million, which will expire at the end of 1997 unless previ-
ously utilized. See Note 7 of the Notes to Financial Statements
of the Company and its subsidiaries ("Notes to Financial State-
ments") that are incorporated herein by reference to the Com-
pany's 1993 Annual Report to Shareholders.


DESCRIPTION OF BUSINESSES

Set forth below is a narrative description of the business
operations of the Company's Insurance segment, which is the only
reportable industry segment for which financial information is
presented in the financial statements referred to in Item 8 of
this Report. In addition, information is presented with respect
to the Company's "Non-Insurance Operations".

INSURANCE

Introduction
------------

The Company's principal operations are conducted through
specialty property and casualty insurance subsidiaries that
underwrite and market non-standard automobile and workers'
compensation insurance.

The Company's primary objective in its insurance operations
is to achieve underwriting profitability, in addition to earning
income from investment of premiums. The Company has met this
objective in each of the four full years that it has owned its
insurance operations. In 1993, these operations had an overall
GAAP combined ratio of 96.2% (representing a 3.8% underwriting









profit). On a statutory basis, the combined ratio was 94.0%, as
compared with a property and casualty statutory insurance average
of 109.2% (as estimated by A.M. Best). The Company experienced
net earned premium growth of 27.5% in 1993 while maintaining
underwriting profitability. Management's philosophy is to
refrain from writing business that is not expected to produce an
underwriting profit even if it is necessary to limit premium
growth to do so.

2


The overall profitability of the Company's insurance busi-
ness is a function of both its underwriting profitability and the
performance of its investment portfolio. See "Liquidity and
Capital Resources--Investing and Financing Activity" and "Analy-
sis of Continuing Operations--Insurance" in "Management's Discus-
sion and Analysis of Financial Condition and Results of
Operations"
("Management's Discussion and Analysis") that is incorporated
herein by reference to the Company's 1993 Annual Report to
Shareholders and Note 3 of the Notes to Financial Statements
for information regarding investments and investment income of
the Company's Insurance segment.

In October 1993, the Clinton Administration introduced in
Congress proposed legislation called the Health Security Act (the
"HSA"), which would guarantee all Americans access to comprehen-
sive health care services provided through health plans. If the
HSA were enacted, health plans would provide medical treatment
for injuries sustained in the workplace or in an automobile
accident. Workers' compensation and automobile insurers would
continue to be responsible for the costs of treatment covered by
their policies and would reimburse health plans for services
provided. The HSA also would create a Commission on Integration
of Health Benefits, which would study the feasibility and appro-
priateness of transferring to health plans financial responsi-
bility for all medical benefits covered under workers' compensa-
tion and automobile insurance and would submit a report to the
President by July 1, 1995 that would provide a detailed plan for
integration if integration is recommended. The Company is unable
to predict whether or in what form the HSA will be enacted or, if
enacted, what effect it would have on the Company's insurance
operations. However, depending on its actual terms, the HSA, and
any subsequent legislation mandating such integration, could
potentially have a material adverse effect on the Company's
future insurance operations.

Non-Standard Automobile Insurance
---------------------------------

General. The NSA Group is engaged in the writing of insur-
ance coverage on private passenger automobile physical damage and
liability policies for "non-standard risks". The NSA Group has









four principal operating units comprised of Atlanta Casualty
Company, Windsor Insurance Company, Infinity Insurance Company
and
Leader National Insurance Company and their respective
subsidiaries
("Atlanta Casualty", "Windsor", "Infinity" and "Leader National",
respectively) and includes a total of ten insurance companies.
Atlanta Casualty, Windsor, Infinity and Leader National are rated
A+ (Superior), A+ (Superior), A (Excellent) and A- (Excellent),
respectively, by A.M. Best, which rates insurance companies based
upon factors of concern to policyholders.

Non-standard risks are those individuals who are unable to
obtain insurance through standard market carriers due to factors
such as age, record of prior accidents, driving violations,
particular occupation or type of vehicle. Premium rates for
non-standard risks are generally higher than for standard risks.
Total private passenger automobile insurance premiums written by
insurance carriers in the United States in 1993 have been esti-
mated by A.M. Best to be approximately $93 billion. Since it can
be viewed as a residual market, the size of the non-standard
private passenger automobile insurance market changes with the
insurance environment and grows when standard coverage becomes
more restrictive. Although this factor, as well as industry
differences in the criteria which distinguish standard from non-
standard insurance, make it difficult to make estimates of
non-standard market size, NSA Group management believes that the
voluntary non-standard market has accounted for approximately 10%
to 15% of total private passenger automobile insurance premiums
written in recent years. State "assigned risk" plans also
service this market as an alternative to voluntary private
insurance.

The NSA Group's net written premiums increased from $660
million in 1992 to $902 million in 1993. The NSA Group attrib-
utes its premium growth in recent years primarily to entry into
new
states, increased market penetration in its existing states,
overall growth in the non-standard market and the inclusion of
$46.2 million of net written premiums following the May 1993
purchase of Leader National. Management of the Company believes
the non-standard market has experienced significant growth in
recent years as standard insurers have become more restrictive in
the types of risks they will write. The NSA Group writes busi-
ness in 38 states and holds licenses to write policies in 45
states and the District of Columbia.

3


The geographic distribution of the NSA Group gross written
premiums in 1993, including Leader National's gross written
premiums from its May 20, 1993 date of acquisition by the Compa-
ny, compared to 1992 was as follows:











Years Ended December 31,

---------------------------------
1993 1992
----------- -----------
(Dollars in millions)

Florida ................... $121.1 13.3% $131.7 19.8%
Georgia ................... 110.7 12.2 90.8 13.7
Texas ..................... 96.5 10.6 37.1 5.6
California ................ 54.0 5.9 52.2 7.9
Arizona ................... 53.7 5.9 39.2 5.9
Tennessee ................. 41.3 4.6 31.0 4.7
Alabama ................... 34.2 3.8 27.4 4.1
Connecticut ............... 33.5 3.7 23.4 3.5
Missouri .................. 31.2 3.4 14.8 2.2
Indiana ................... 29.3 3.2 22.6 3.4
All Other ................. 302.9 33.4 193.9 29.2
----- ---- ----- ----

TOTAL...................... $908.4 100.0% $664.1 100.0%
------ ------ ------ ------
------ ------ ------ ------


In early 1993, the Company acquired 51% of the stock of a start-
up insurance company in the United Kingdom which specializes in
non-standard automobile insurance. During 1993, this company had
gross written premiums of $23.7 million, of which $9.8 million
was reinsured by one of the Company's wholly owned insurance
subsidiaries.

Underwriting results of insurance companies are frequently
measured by their combined ratios. Underwriting results are
generally considered profitable when the combined ratio is under
100%. The following table sets forth information with respect to
the combined ratios for the NSA Group and the total private
passenger automobile insurance industry for the periods shown:



Years Ended December 31,
------------------------

1993 1992 1991

NSA Group
GAAP
Loss and Loss Adjustment
Expense ("LAE") Ratio... 71.6% 69.7% 69.9%
Underwriting Expense Ratio 25.4 26.4 25.2
----- ----- -----









Combined Ratio............ 97.0% 96.1% 95.1%
----- ----- -----
----- ----- -----
Statutory
Loss and LAE Ratio........ 72.5% 69.7% 70.5%
Underwriting Expense Ratio 24.4 26.1 26.5
----- ----- -----

Combined Ratio ........... 96.9% 95.8% 97.0%
----- ----- -----

Total Private Passenger Automobile
Insurance Industry Statutory
Combined Ratio(1) ..........102.0% (Est.) 102.0% 104.7%
---------------------


(1) Industry information was derived from Best's Insurance
Management Reports Property/Casualty Supplement (January 3,
1994 edition). The comparison shown is to the private

4


passenger automobile insurance industry. Although the Com-
pany believes that there is no reliable regularly published
combined ratio data for the non-standard automobile
insurance industry, the Company believes that such a com-
bined ratio would present a less favorable comparison in
that it would be lower than the private passenger automobile
industry average shown above.

The increase in the combined ratio for 1993 was primarily caused
by rate adjustments which more favorably affected 1992 underwrit-
ing results and an increase in losses in the 1993 first quarter
resulting from a more severe winter than in 1992. A decrease in
the underwriting expense ratio due to growth in earned premiums
which outpaced associated expenses partially offset such factors.

The NSA Group management believes that it has achieved
underwriting profits over the past several years as a result of
refinement of various risk profiles, thereby dividing the consum-
er market into more defined segments which can either be excluded
from coverage or surcharged adequately. Effective cost control
measures, both in the underwriting and claims handling areas,
have further contributed to the underwriting profitability of the
NSA Group. In addition, the NSA Group generally writes policies
of short duration, allowing more frequent evaluation of the rates
on individual risks.

Marketing. Each of the four principal units in the NSA
Group is responsible for its own marketing, sales, underwriting
and claims processing. Sales efforts are primarily directed
toward independent agents to convince them to select an NSA Group









insurance company for their customers. These units each write
policies through approximately 5,000 to 20,000 independent
agents.

Of the approximately 920,000 NSA Group policies in force at
December 31, 1993, fewer than 6% had policy limits in excess of
$50,000 per occurrence. Most NSA Group policies are written for
policy periods of six months or less, and some are as short as
one month.

Reinsurance. Due in part to the limited exposure on indi-
vidual policies, none of the insurance carriers in the NSA Group
is involved to a material degree in reinsuring risks with third
party insurance companies. Risks written by NSA Group companies
in excess of certain limits are in some cases reinsured with a
major reinsurance company. In general, the risk retained by the
NSA Group companies ranges from $100,000 to $500,000 of ultimate
net loss for each occurrence and certain portions of ultimate net
losses in excess of such limits. Reinsurance premiums paid by the
NSA Group in 1993 amounted to less than 1% of net written premi-
ums of the NSA Group for the period. See Notes 3 and 17 of the
Notes to Financial Statements for further information regarding
reinsurance.

Competition. A large number of national, regional and local
insurers write non-standard private passenger automobile insur-
ance coverage. Insurers in this market generally compete on the
basis of price (including differentiation on liability limits,
variety of coverages offered and deductibles), geographic avail-
ability and ease of enrollment and, to a lesser extent, reputa-
tion for claims handling, financial stability and customer
service. NSA Group management believes that sophisticated data
analysis for refinement of risk profiles has helped the NSA Group
to compete successfully on the basis of price without negatively
affecting underwriting profitability. The NSA Group attempts to
provide selected pricing for a wider spectrum of risks and with a
greater variety of payment options, deductibles and limits of
liability than are offered by many of its competitors. The NSA
Group does not issue any participating policies and does not pay
dividends to policyholders, except for Leader National, which
paid
policyholders $107,000 in dividends in 1993 pursuant to certain
commercial vehicle programs.

Regulation. Like all insurance companies, including
Republic Indemnity discussed below under "Workers' Compensation
Insurance", the NSA Group insurance companies are subject to
regulation in the jurisdictions in which they do business. In
general, the insurance laws of the various states establish
regulatory agencies with broad administrative powers governing,
among other things, premium rates, solvency standards, licensing
of insurers, agents and brokers, trade practices, forms of poli-
cies, maintenance of specified reserves and capital for the
protection of policyholders, deposits of securities for the









benefit of policyholders, investment activities and relationships
between insurance subsidiaries and their parents and affiliates.
Material transactions between insurance subsidiaries and their
parents andaffiliates generally must be disclosed and prior
approval of the applicableinsurance regulatory authorities
generally is required for any such transaction which may be
deemed to be extraordinary. In addition, while regulations
differ from state to state, they typically restrict the maximum
amount of dividends that may be paid by an insurer to its share-
holders in any twelve-month period without advance regulatory

5


approval. Such limitations are generally based on earnings or
statutory surplus. Under applicable restrictions, the maximum
amount of dividends that may be paid by the NSA Group to the
Company during 1994 without seeking regulatory clearance is $32.8
million.

Most states have created insurance guarantee associations to
provide for the payment of claims for which insolvent insurers
are liable but which cannot be paid out of such insolvent in-
surers' assets. In applicable states, insurance companies,
including the NSA Group companies, are subject to assessment by
such associations, generally to the extent of such companies' pro
rata share of such claims based on premiums written in the
particular line of business in the year preceding the assessment,
and subject to certain ceilings on the amount of such assessments
in any year. In 1993, the NSA Group companies paid assessments
to such associations aggregating approximately $1.2 million.

In addition, many states have created "assigned risk" plans,
jointunderwriting associations and other similar arrangements to
provide state mandated minimum levels of automobile liability
coverage to drivers whose driving records or other relevant
characteristics make it difficult for them to obtain insurance in
the voluntary market. Automobile liability insurers in those
states are required to sell such coverage to a proportionate
number (generally based on the insurer's share of the automobile
liability insurance market in such state) of those drivers
applying for placement as assigned risks. Assigned risks account-
ed for less than 1% of net written premiums of the NSA Group
companies in 1993. Premium rates for assigned risk business are
established by the regulators of the particular state plan and
are frequently inadequate in relation to the risks insured,
resulting in underwriting losses.

In 1993, the NSA Group received approximately $54.0 million
in net written premiums from California. Prior to 1989, automo-
bile insurance rates in California, other than assigned risk
rates discussed above, were not subject to approval by any
governmental agency and generally were determined by competitive
market forces. In November 1988, Proposition 103 was approved by









the California voters. It mandated important changes in the
California insurance market, including the requirement that
insurance companies roll back automobile insurance rates to 80%
of the November 1987 levels, maintain those rates for one year
and obtain prior approval of rates beginning in 1989. The
Company's acquisition of the NSA Group in 1990 was structured to
protect the Company against the consequences of any rate rollback
applied to the acquired operations. As for the prior approval
requirements, the company through which the NSA Group obtains its
net written premiums in California increased its rates in August
1989; disposition of its applications for additional rate
increases had, as with other companies, been suspended pending
adoption of regulations implementing Proposition 103. However,
recent legislation in California generally provides that applica-
tions for rate increases made on or after July 1, 1993 will be
deemed approved after 180 days unless disapproved by the Depart-
ment of Insurance. The Company is unable to predict whether or
at what level future rate increases, when applied for, may be
approved. Over time, the failure to receive appropriate rate
increases could result in reduced underwriting profitability in
California for the NSA Group. In addition, the Company could
experience loss of premium volume in California as a result of
actions it would take to maintain such profitability.

The operations of the NSA Group are dependent on the laws
and regulations of the states in which its insurance companies
are domiciled or licensed or otherwise conduct business, and
changes in those laws and regulations have the potential to
materially affect the revenues and expenses of the NSA Group.
The Company is unable to predict whether or when Proposition
103-type initiatives or similar laws or regulations may be
adopted or enacted in other states or what the impact of such
developments would be on the future operations and revenues of
its insurance businesses in such states.

Workers' Compensation Insurance
-------------------------------

General. Republic Indemnity is engaged in the sale of
workers' compensation insurance in California. In 1993, it also
began writing in Arizona. Republic Indemnity is currently rated
A+ (Superior) by A.M. Best.

Workers' compensation insurance policies provide coverage
for workers' compensation and employer's liability. The workers'
compensation portion of the coverage provides for statutorily
prescribed benefits that employers are required to pay to employ-
ees who are injured in the course of employment including, among

6


other things, temporary or permanent disability benefits, death
benefits, medical and hospital expenses and expenses of vocation-









al rehabilitation. The benefits payable and the duration of such
benefits are set by statute, and vary with the nature and severi-
ty of the injury or disease and the wages, occupation and age of
the employee. The employer's liability portion of the coverage
provides protection to an employer for its liability for losses
suffered by its employees which are not included within the
statutorily prescribed workers' compensation coverage. Republic
Indemnity generally ssues policies for one-year periods.

Workers' compensation insurance operations are affected by
employment trends in their markets, the incidence of litigation
activities, legal and medical costs, the use of vocational reha-
bilitation programs and the filing of traditionally non-occupa-
tional injuries, such as stress and trauma claims. While higher
claims costs are ultimately reflected in premium rates, there
historically has been a time lag of varying periods between the
incurrence of higher claims costs and premium rate adjustments,
which may unfavorably affect underwriting results.

In California, minimum premium rates for workers' compensa-
tion insurance are determined by the California Insurance Commis-
sioner (the "Insurance Commissioner") based in part upon recom-
mendations of the Workers' Compensation Insurance Rating Bureau
of California (the "Bureau"). Such rates are set for over 400
categories of employment and generally are applied to the policy-
holder's payroll. The Bureau proposed a 12.6% rate increase for
new and renewal policies entered into on and after January 1,
1993, but the Insurance Commissioner did not grant any increase.
Moreover, as discussed under "--Regulation" below, on July 16,
1993, the California legislature enacted legislation reducing
workers' compensation insurance minimum premium rates by 7% with
immediate effect and, on July 28, 1993, enacted legislation
repealing the minimum rate law effective January 1, 1995. In
addition, on December 1, 1993, the Insurance Commissioner ordered
a 12.7% minimum premium rate decrease effective January 1, 1994
for new and renewal policies entered into on and after January 1,
1994.

The following table sets forth information with respect to
the combined ratios for Republic Indemnity and the total workers'
compensation industry for the periods shown:



Years Ended December 31,



-------------------------------
1993 1992
1991
---- ----
----











Republic Indemnity
GAAP
Loss and LAE Ratio ............. 59.0% 66.4%
66.4%
Underwriting Expense Ratio ..... 15.4 16.1
16.4
----- -----
-----

Total Loss and Expense Ratio ... 74.4 82.5
82.8
Policyholder Dividend Ratio ... 20.3 17.1
16.7
----- -----
-----

Combined Ratio ................ 94.7% 99.6%
99.5%
----- -----
-----
----- -----
-----

Statutory
Loss and LAE Ratio ............. 59.0% 69.1%
66.5%
Underwriting Expense Ratio ..... 15.4 16.0
16.2
----- -----
-----

Total Loss and Expense Ratio ... 74.4 85.1
82.7
Policyholder Dividend Ratio ... 13.7 11.6
17.7
----- -----
-----

Combined Ratio ................ 88.1% 96.7%
100.4%

----- -----
------
----- -----
------

Total Workers' Compensation Industry
Statutory Combined Ratio(1) ...... 111.5%(Est.) 121.5%
122.6%
------------------


(1) Industry information was derived from Best's Insurance
Management Reports Property/Casualty Supplement (January 3,









1994 edition).

7


The decrease in the combined ratio for 1993 was primarily caused
by a decrease in the frequency of losses, in part due to a
reduction in fraudulent claims, and a lower underwriting
expense ratio as compared with 1992.

Management believes that the sum of Republic Indemnity's
loss and LAE and underwriting expense ratios (together, its "loss
and expense ratio") has been relatively low compared to that of
other companies writing workers' compensation in California. As
a result of its lower loss and expense ratio, Republic Indemnity
has been able to pay policyholder dividends which are higher than
those paid by most of its competitors.

Management believes that Republic Indemnity's favorable loss
and expense ratio record has been attributable to strict under-
writing standards, loss control services, a disciplined claims
philosophy and expense containment. Management believes that
these factors, as well as Republic Indemnity's favorable reputa-
tion with insureds for paying policyholder dividends, have
contributed to a high policy renewal rate. From 1991 through
1993, the percentage of Republic Indemnity's policies renewed
increased from 72.8% to 83.9% and the percentage of premiums
represented by policy renewals increased from 77.2% to 89.2% of
the premiums eligible for renewal.

In recent years, the California market has been adversely
affected by recessionary economic conditions, resulting in lower
payrolls of California employers that form the basis of premium
assessments. Nevertheless, Republic Indemnity experienced a
17.3% growth in net written premiums in 1993 over 1992. A con-
tributing factor to Republic Indemnity's 1993 premium growth was
the withdrawal from the Southern California market by several
large workers' compensation carriers due to continuing underwrit-
ing losses.

Marketing. Republic Indemnity writes insurance through
approximately 550 independent property and casualty insurance
brokers. In 1993, none of these produced more than 4.6% of total
premiums. The largest three of these produced approximately 10%
of total premiums. Republic Indemnity has in excess of 11,300
policies in force, the largest of which represents less than
1% of net premiums written.

Reinsurance. In its normal course of business and in
accordance with industry practice, Republic Indemnity reinsures a
portion of its exposure with other insurance companies so as to
limit its maximum loss arising out of any one occurrence. Rein-
surance does not legally discharge the original insurer from
primary liability. Republic Indemnity retains the first $1.5









million of each loss, the next $1.5 million of each loss is
reinsured with a major reinsurance company, the next $2 million
of each loss is shared equally by Republic Indemnity and the
reinsurance company and the remaining $120 million of each loss
is covered by reinsurance provided by a group of more than 50
reinsurance companies. Premiums for reinsurance ceded by
Republic
Indemnity in 1993 were 1.0% of net written premiums for the
period.
Republic Indemnity does not assume reinsurance, except as an
accommodation to policyholders who have a small percentage of
their
employees outside the state of California. See Notes 3 and 17
of the Notes to Financial Statements for further information on
reinsurance.

Competition. Republic Indemnity competes with both the
California State Compensation Insurance Fund (the "State Fund")
and over 300 other companies writing workers' compensation
insurance in California. In 1992, the State Fund wrote approxi-
mately $1.8 billion in direct written premiums, which was approx-
imately 20.6% of the insured workers' compensation market in
California. In addition, many employers are self-insured.
According to published sources, no other company wrote in excess
of $470 million in direct written premiums in 1992. Republic
Indemnity wrote $401 million in statutory direct written premiums
in 1992. With a market share of approximately 4.7% in 1992, not
including risks self-insured by employers, Republic Indemnity
believes that it is currently the third largest writer of
workers' compensation insurance in California, including the
State Fund.

Approximately 95% of net premiums written by Republic
Indemnity in 1993 were from the sale of policies that provide for
the discretionary payment of dividends to policyholders as a
refund of premiums paid when Republic Indemnity's experience with
such policyholders has been more favorable than certain specified
levels and Republic Indemnity has had favorable financial
results.

Because companies may not set workers' compensation premiums
at rates lower than those approved by the Insurance Commissioner,
competition is based primarily on an insurer's reputation for

8


paying dividends to policyholders. Management believes that
Republic Indemnity's record and reputation for paying relatively
high policyholder dividends have enhanced its competitive posi-
tion. Moreover, the Company believes that its position was
favorably impacted by the State Fund's reduction of its policy-
holder dividends during 1992 which made the State Fund program
less attractive to the market. Other competitive factors include









loss control services, claims service, service to brokers and
commission schedules. While many companies, including certain of
the largest writers, specialize in the writing of California
workers' compensation insurance, Republic Indemnity believes it
has a competitive advantage over certain other companies offering
all lines of insurance in that its specialization in the workers'
compensation field enables it to concentrate on that business
with a favorable effect upon operations. Republic Indemnity may
be at a competitive disadvantage when businesses that purchase
general property and casualty insurance are encouraged by other
insurers to place their workers' compensation insurance as part
of an overall insurance package. Although Republic Indemnity is
one of the largest writers of workers' compensation insurance in
California, certain of its competitors are larger and/or have
greater resources than Republic Indemnity.

Regulation. Republic Indemnity's insurance activities are
regulated by the California Department of Insurance for the
benefit of policyholders. The Department of Insurance has broad
regulatory, supervisory and administrative powers along the lines
of those promulgated by most states relating to the activities of
their domestically incorporated insurers and the conduct of all
insurance business within their respective jurisdictions, as
described more fully under "Non-Standard Automobile Insurance"
above. As indicated above, minimum premium rates for workers'
compensation insurance are determined by the Insurance Commis-
sioner based in part upon recommendations of the Bureau.

On July 16, 1993, California enacted legislation effecting
an overall 7% reduction in workers' compensation insurance
premium rates with immediate effect, increasing statutory wor-
kers' compensation benefits for temporary and permanent disabili-
ty commencing initially July 1, 1994 and increasing again in
1995 and 1996, expanding the rights of employers under workers'
compensation insurance policies to obtain access to insurance
company files and introducing several reforms intended to reduce
workers' compensation costs. The reforms include a tightening of
the standards for job-related stress and post-termination claims,
introducing measures designed to curb medical costs, limiting the
frequency of medical-legal evaluations, capping the amount of
compensable vocational rehabilitation expenses and strengthening
penalties for fraudulent claims. The legislation authorizes the
Insurance Commissioner to approve further reductions in premium
rates so long as the further reduced rates are "adequate". It
also prohibits the Insurance Commissioner, prior to January 1,
1995, from approving any premium rate that is greater than the
reduced rates effected by the legislation. On July 28, 1993,
California enacted further legislation that will replace the
workers' compensation insurance minimum rate law, effective
January 1, 1995, with a procedure permitting insurers to use
any rate within 30 days after filing it with the Insurance
Commissioner unless the rate is disapproved by the Insurance
Commissioner. On December 1, 1993, the Insurance Commissioner
ordered an additional 12.7% minimum premium rate decrease effec-









tive January 1, 1994 for new and renewal policies entered into
on and after January 1, 1994. The legislation also provides for
the licensing of "managed" health care organizations to provide
care for injuries covered by workers' compensation and generally
permits employers to require employees to obtain medical services
for their work-related injuries for a certain period of time from
a health care organization selected by the employer, unless the
employee chooses to be treated by a physician designated by the
employee prior to the injury.

If the workers' compensation cost savings resulting from the
new legislation are inadequate to offset the impact of premium
rate reductions, increased benefits and expanded employers'
rights, the profitability of Republic Indemnity's workers'
compensation insurance operations could be adversely affected.
Management believes that this effect may be mitigated by Republic
Indemnity's ability to reduce its relatively high policyholder
dividends, although a reduction in dividends could affect premium
volume. Greater price competition is expected to result when the
repeal of the minimum premium rates that now govern all workers'
compensation insurers becomes effective, and Republic Indemnity's
operations could be affected adversely. The Company believes
that the legislation's provisions relating to "managed" health
care organizations will probably result in certain workers'
compensation insurers seeking affiliation, contractual or other-
wise, with one or more health care organizations. The Company

9


continues to evaluate the implications of these provisions but is
unable to predict whether their ultimate impact on its workers'
compensation insurance operations will be positive or adverse.
While Republic Indemnity has continued to operate on a profitable
basis, no assurance can be given that it could continue to do so
in the face of adverse regulatory developments.

Shareholder dividends paid within any twelve-month period
from a California property and casualty insurance company to its
parent without regulatory approval cannot exceed the greater of
10% of the insurer's statutory policyholders' surplus as of the
preceding December 31, or 100% of its net income for the preced-
ing calendar year, a limitation during 1994 of $61.6 million in
the aggregate for Republic Indemnity.

Due to the existence of the State Fund, California does not
require licensed insurers to participate in any involuntary pools
or assigned risk plans for workers' compensation insurance.
California has guarantee regulations to protect policyholders of
insolvent insurance companies. In California, an insurer cannot
be assessed an amount greater than 1% of its premiums written in
the preceding year, and the full amount is required to be recov-
ered through a mandated surcharge to policyholders. Premiums
written under workers' compensation policies are subject to









assessment only with respect to covered losses incurred by the
insolvent insurer under workers' compensation policies. There
were no such assessments for policy year 1993.

Proposition 103, which is described more fully under "Non-
Standard Automobile Insurance" above, does not affect workers'
compensation insurance as directly as other lines of business
principally because its rate rollback feature does not apply to
workers' compensation insurance.

Reinsurance Subsidiary
----------------------

Penn Central Reinsurance Company, a subsidiary of the
Company, commenced the writing of reinsurance in 1990. Earned
premiums in 1993 and 1992 were approximately $10.7 million and
$9.8 million, respectively.


Liability for Property-Casualty Losses and Loss Adjustment
Expenses

-----------------------------------------------------------------
--

The consolidated financial statements of the Company and its
subsidiaries that are incorporated herein by reference include
the estimated liability for unpaid losses and LAE of the Com-
pany's insurance subsidiaries. The liabilities for losses and
LAE are determined using actuarial and statistical procedures and
represent undiscounted estimates of the ultimate net cost of all
unpaid losses and LAE incurred through December 31 of each year.
These estimates do not represent an exact calculation of liabili-
ties but rather involve actuarial projections at a given time of
what the Company expects the ultimate settlement and administra-
tion of claims will cost based on facts and circumstances then
known, estimates of incurred but not reported losses, predictions
of future events, estimates of future trends in claims' severity
and judicial theories of liability as well as other factors such
as inflation and are subject to the effect of future trends on
claim settlement. These estimates are continually reviewed and
adjusted as experience develops and new information becomes
known. In light of present facts and current legal interpreta-
tions, management believes that adequate provision has been made
for loss and LAE reserves. However, establishment of appropriate
reserves is an inherently uncertain process, and there can be no
certainty that currently established reserves will prove adequate
in light of subsequent actual experience. Future loss develop-
ment could require reserves for prior periods to be increased,
which would adversely impact earnings in future periods.

Increases in claim payments are caused by a number of
factors that vary with the individual types of policies written.
Future costs of claims are projected based on historical trends









adjusted for changes in underwriting standards, policy provi-
sions, the anticipated effect of inflation and general economic
trends. These anticipated trends are monitored based on actual
development and are reflected in estimates of ultimate claim
costs.

The following table provides an analysis of changes in the
estimated liability for losses and LAE over the past three years,
net of all reinsurance activity, in accordance with GAAP:

10




1993 1992

1991
---- ----

----
(Dollars in
millions)



Balance at beginning of year.............. $763.5 $663.9

$601.7
------ ------

------

Provision for losses and LAE
occurring in the current year........... 914.7 706.8

601.0

Net increase (decrease) in provision
for claims occurring in prior years..... (57.8) (20.2)

(21.7)
------- -------

-------

856.9 686.6

579.3
------- -------

-------

Payments for losses and LAE occurring during:
Current year............................ 413.0 294.7


257.7
Prior years ............................ 345.1 292.3

259.4
------ ------

------

758.1 587.0

517.1
------ ------









------

Loss and LAE reserves of subsidiaries
purchased .............................. 54.0 --

--

------ ------

------

Balance at end of year.................... 916.3 763.5

663.9

Reinsurance receivable on unpaid
losses and LAE at end of year (1)....... 45.1 --

--
------ ------

------

Balance at end of period, gross of
reinsurance receivable (1) ............. $961.4 $763.5

$663.9
------ ------

------
------ ------

------
---------------------


(1) New accounting rules effective in 1993 require that
insurance
liabilities be reported without deducting reinsurance
amounts.
See Note 1 of Notes to Financial Statements.

The decreases in the provision for claims occurring in prior
years results from reductions in the estimated ultimate losses
and LAE related to such claims.

The difference between the liability for losses and LAE
reported in the annual statements filed with the state insurance
departments in accordance with statutory accounting principles
and
that reported in the consolidated financial statements that are
incorporated herein by reference in accordance with GAAP is $45.1
million at December 31, 1993, which is equal to the reinsurance
receivable on unpaid losses and LAE at December 31, 1993.

The following table presents the development of the liabil-


ity for losses and LAE net of reinsurance for 1989 (the year the

Company acquired its first insurance subsidiary) through 1993.
The
top line of the table shows the estimated liability for unpaid
losses and LAE recorded at the end of the indicated years. The









remainder of the table presents development as percentages of the
estimated liability. The development results from additional
information and experience in subsequent years. The middle line
shows a cumulative redundancy which represents the aggregate
percentage decrease in the liability initially estimated. The
lower portion of the table indicates the cumulative amounts paid
as
of successive periods as a percentage of the original liability.



1989 1990 1991 1992
1993
---- ---- ---- ----
----
(Dollars in millions)


Liability for unpaid
losses and LAE ...... $369.1 $601.7 $663.9 $763.5
$916.3

Liability re-estimated as of:
One year later ......... 97.0% 96.5% 97.0% 92.4%
Two years later ........ 89.7% 93.0% 93.4%
Three years later ...... 85.7% 91.0%
Four years later ....... 85.5%

Cumulative Redundancy..... 14.5% 9.0% 6.6% 7.6%
N/A
------ ------ ------ ------
-----
------ ------ ------ ------
-----

Cumulative paid as of:
One year later ......... 19.5% 43.0% 44.1% 40.6%
Two years later ........ 49.1% 64.4% 64.5%
Three years later ...... 64.6% 75.2%
Four years later ....... 71.4%



11


The preceding table does not present accident or policy year
development data. As indicated in the preceding table, the
Company has developed redundancies for all periods presented.
These redundancies were offset, in part, by deficiencies related
to workers' compensation in the 1990 and 1991 accident years.
Furthermore, in evaluating the re-estimated liability and cumula-
tive redundancy, it should be noted that each percentage includes
the effects of changes in amounts for prior periods. For exam-









ple, a redundancy related to losses settled in 1993, but incurred
in 1989, would be included in the re-estimated liability and
cumulative redundancy percentage for each of the years 1989
through 1992. Conditions and trends that have affected develop-
ment of the liability in the past may not necessarily exist in
the future. Accordingly, it is not appropriate to extrapolate
future redundancies based on this table.

NON-INSURANCE OPERATIONS

Businesses Divested and to be Divested
--------------------------------------

On December 10, 1992, the Company announced its intention to
pursue the divestiture of all of its wholly owned non-insurance
subsidiaries, consisting of its defense services operations and
five smaller diversified industrial businesses.

On August 25, 1993, the Company sold its defense services
operations, which provide diverse technology and engineering
support to government agencies worldwide and manufacture various
technical products, to Tracor, Inc. for approximately $94 million
in cash, subject to post-closing working capital adjustments. On
July 13, 1993, the Company sold its Engineering and Technical
Services unit, which principally designs, engineers and installs
satellite and microwave communications networks, for cash and
notes approximating its $7 million book value. On September 22,
1993, the Company sold its NES unit, which provides consulting,
engineering, systems design and other services to the nuclear
energy and hazardous waste industries, for cash and notes appro-
ximating its $1 million book value. On March 11, 1994, the
Company sold its Sperry Rail unit, which provides track testing
services for the railroad industry, for approximately $9.8
million in cash.

The Company also is pursuing the sale of the following two
businesses:

The Company's Apparatus unit manufactures aerial lift
trucks and utility bodies (mobile tools) under the Telsta
and Holan product names for the telecommunications, electric
utility and cable television industries which are used for
installing and maintaining aerial cable. This unit also
manufactures telecommunications cable pressurization and
safety equipment under the Puregas and Mopeco product names
for the telecommunications and power utility industries.

The Company's Marathon Power Technologies Company unit
manufactures vented-cell nickel-cadmium batteries which are
used primarily for private, commercial and military aircraft
and other heavy-duty starting applications and also as a
standby power source. This unit also manufactures sealed-
cell nickel-cadmium batteries, as well as static inverters
for aircraft electrical systems.









The Company has reached agreements in principle for the sale of
these two businesses for an aggregate of approximately $36
million.

See Note 2 of Notes to Financial Statements for information
with respect to the revenues, operating income and carrying value
of the businesses sold and to be sold.

Other
-----

Contract Drilling. The Company owns approximately 53.9% of
the common stock of DI Industries, Inc. ("DI"), which is engaged
primarily in the business of providing onshore contract drilling
and well workover services to firms in the oil and gas industry.
DI owns or operates 97 drilling and workover rigs located in 12
states, four rigs in Argentina and one rig in Guatemala. Drill-
ing operations are conducted primarily in Texas, Louisiana,
Oklahoma, Arkansas, Ohio, western Pennsylvania, New York, Michi-
gan, Argentina and Guatemala. Well workover services are provid-
ed in Montana, Utah, North Dakota and Colorado. Customers
include large and small independent producers and major oil
companies. DI also engages in commercial drilling activities,
generally consisting of drilling shafts for underground tunneling
projects and caissons for highway and bridge projects, and heavy
equipment sales and repair. DI also engages in oil and gas
exploration, production and development, primarily in Oklahoma,
Texas and Louisiana.

12


Oil and Gas Properties. The Company owns certain oil and
gas properties, located primarily in Oklahoma and Texas.

Coal Properties. The Company and a subsidiary own fee
interests in coal properties in Illinois, Ohio and Pennsylvania.
Most of these properties are leased at various royalty rates to
coal mining companies under long-term arrangements, including
fixed-term leases with renewal options and exhaustion leases.
The Company does not produce, prepare or sell coal or conduct
mining operations.

Eight mines operated by lessees of the leased coal proper-
ties, and carried at approximately $3.4 million, supply steam
coal for electrical utilities or industrial customers. The
future level of royalties above certain minimum and advance
royalties from the reserves presently under lease will depend
upon the rate of mining, the change in certain price indices and,
in some instances, the sales price of the coal. During 1993, the
leased coal properties produced royalties of $6.7 million.

GCT and Related Development Rights. Subsidiaries of the
Company own GCT in New York City and rights (the "Development









Rights") to develop or transfer approximately 1.7 million square
feet of floor space in the GCT area. The Development Rights are
derived from such subsidiaries' ownership of the land upon which
GCT is constructed. Utilization or transfer of such rights
requires the approval of certain New York City agencies. If
required governmental approvals are obtained, the floor space may
be developed on the GCT site, contiguous sites or certain parcels
of land in the vicinity, in each case subject to the requirements
of applicable law. In 1972, the Company leased GCT (but not the
Development Rights) and its related Harlem and Hudson rail lines
to
the MTA for an initial term expiring in 2032, which is subject to
renewal options.

In December 1993, the Company reached an agreement in
principle with the MTA that provides for an extension of the end
of the Company's lease to the MTA of GCT and the Harlem and
Hudson commuter rail lines from the year 2032 to 2274. It also
provides for the grant of an option to the MTA to purchase the
leased property in 25 years. In return, the Company would
receive consideration having an estimated present value of $55
million, consisting principally of a $5 million cash payment and
an increase in future lease rental payments to the Company of
approximately $2 million per year. The agreement in principle
also calls for the Company to relinquish its right to construct
an office building over GCT. However, the Company will retain
its rights to transfer the Development Rights from GCT to other
sites in the surrounding area.

In November 1983, the Company and two of its subsidiaries
entered into an agreement (the "Agreement") with a partnership
controlled by The First Boston Corporation (the "Partnership")
for the sale by the two subsidiaries to the Partnership of 1.5
million square feet of Development Rights for use on one or more
sites neighboring GCT. If a closing were to occur under the
Agreement, the purchase price to be received by the two subsid-
iaries and the consideration to be received by the Company for
release of its leasehold interest in the Development Rights
could, under the applicable contractual formula, exceed $95
million. Consummation of the transaction is conditioned on
receipt by the Partnership of a special permit from the New York
City Planning Commission (the "CPC") to transfer at least a
majority of the Development Rights under contract to a site owned
by the Partnership in the vicinity of GCT. In August 1989, the
CPC denied the Partnership's application for such a permit,
whereupon the Partnership brought a lawsuit in New York State
Supreme Court challenging the denial. In August 1991, the Court
dismissed the lawsuit on a summary judgment motion. In May 1993,
the Appellate Division of the New York State Supreme Court af-
firmed the dismissal. The New York State Court of Appeals
refused to grant leave for further appeal. In February 1994, the
Partnership petitioned the U.S. Supreme Court for a writ of
certiorari to review the case. It is not possible at this time to
predict whether the Partnership's lawsuit will be successful.









The Agreement terminates by its terms one year after final
resolution of the lawsuit if a special permit for the transfer of
Development Rights to the Partnership's site has not theretofore
been issued by the CPC.

Real Estate Operations. Subsidiaries of the Company own
certain land and rights associated with the potential development
of areas adjacent to, and above, certain rail lines in the New
York City and Westchester County, New York areas. Scarsdale, New
York has designated a subsidiary of the Company as preferred
developer for the construction of a residential and retail use
project adjacent to the Scarsdale commuter railroad station. The
agreement in principle with the MTA discussed above under "GCT
and Related Development Rights" would transfer all such develop-
ment rights to the MTA, except those related to the proposed
Scarsdale project.

13


The Company also has a program for the sale of real estate
assets that relate to its former rail operations and other
surplus land and manufacturing facilities.

Management Company. Buckeye Management Company, a subsid-
iary of the Company, manages as the sole general partner of, and
owns a 1% interest in, Buckeye Partners, L.P., which owns and
operates refined petroleum products and crude oil pipelines in
the northeast and midwestern United States.

GENERAL

Compliance with federal, state and local environmental
protection laws during 1993 had no material effect upon the
Company's capital expenditures, earnings or competitive position,
and management anticipates no such material effects resulting
from compliance during 1994. However, certain claims are pending
against the Company and certain of its subsidiaries relating to
the generation, disposal or release into the environment of
allegedly hazardous substances, as described below under Item
3--"Legal Proceedings".

EMPLOYEES

As of December 31, 1993, the approximate number of employees
of the Company and its consolidated subsidiaries was:

Insurance ....................................... 3,000
Non-Insurance Operations ........................ 2,300
Corporate........................................ 100
-----

Total ........................................... 5,400
-----









-----

Approximately 550 of these employees, all in the Non-Insur-
ance Operations, are covered by collective bargaining agreements.

ITEM 2. PROPERTIES

The Company's operations are conducted principally within
the United States, and the Company believes that its principal
facilities, all of which are owned unless otherwise noted, are
maintained in good operating condition and are adequate for the
present needs of its operations.

The principal facilities by reportable industry segment and
other operations are as follows:

INSURANCE

Non-Standard Automobile
-----------------------

The NSA Group's principal offices are leased facilities
located in Birmingham, Alabama (57,000 square feet), Atlanta
(78,000 square feet) and Norcross (58,000 square feet), Georgia
and Independence, Ohio (29,000 square feet). These leases expire
in January 1995, May 1998, August 2000 and March 1998, respec-
tively.

Workers' Compensation
---------------------

Republic Indemnity leases office space in Encino (72,000
square feet), San Francisco (43,000 square feet), San Diego
(11,000 square feet) and Sacramento (9,000 square feet), Califor-
nia, and Phoenix, Arizona (2,000 square feet) under agreements
expiring in May 1996, March 2001, December 1998, July 1996 and
September 1994, respectively.

NON-INSURANCE OPERATIONS

Businesses to be Divested
-------------------------

The Company's Apparatus unit operates four plants in four
states, which have an aggregate floor space of approximately
301,000 square feet. Two of these four plants (aggregating
41,000 square feet) are leased under leases expiring in July 1996
and January 1997, respectively, and both have renewal options.

14


Power Tech owns 50 acres in Waco, Texas on which it has a 200,000
square-foot battery manufacturing facility and a 15,000









square-foot office facility.

Contract Drilling
-----------------

At March 15, 1994, DI's contract oil and gas well drilling
fleet consisted of 60 rigs (21 active) based in Texas, Louisiana,
Oklahoma, Arkansas, Ohio, western Pennsylvania, New York, Michi-
gan, Argentina and Guatemala. At March 15, 1994, the well
workover service rig fleet totaled 24 rigs (18 active) based in
Montana, Utah, North Dakota and Colorado. In addition, at March
15, 1994, DI owned 3 and operated 13 commercial drilling rigs
under a cash flow sharing agreement, 6 of which were active.
Also, at March 15, 1994, 2 rigs were held for resale.

Oil and Gas Properties
----------------------

All of the Company's oil and gas properties are located in
the United States. As of December 31, 1993, the Company had
interests in 73 gross (36 net) producing oil wells and 4 gross (1
net) producing gas wells and 6,160 gross (2,965 net) developed
and 23,246 gross (5,601 net) undeveloped acres. As of March 31,
1993, DI had interests in 238 gross (9 net) producing oil
wells and 574 gross (14.7 net) producing gas wells and 179,539
gross (5,648 net) developed and 335 net undeveloped acres.

Coal Properties
---------------

The Company and a subsidiary own fee interests in approxi-
mately 161,000 acres of coal properties in Illinois, Ohio and
Pennsylvania. Approximately 105,000 acres of these properties
remain leased at various royalty rates to coal mining companies
under long-term arrangements, including fixed-term leases with
renewal options and exhaustion leases.

GCT and Related Development Rights
----------------------------------

Subsidiaries of the Company own GCT and rights to develop
floor space in the Grand Central Terminal area of New York City,
as discussed under Item 1--"Description of Businesses--Non-
Insurance Operations--GCT and Related Development Rights".

Real Estate Operations
----------------------

The Company's real estate inventory at December 31,1993
included approximately 20,000 acres of real estate (including
approximately 80 acres with surplus manufacturing facilities)
spread throughout 13 states.









ITEM 3. LEGAL PROCEEDINGS

The U.S. Government and other parties have asserted claims
against the Company as a potentially responsible party for
clean-up costs ("Clean-up Costs") under the Comprehensive
Environmental Response, Compensation and Liability Act ("CERCLA")
at a Superfund site at the Paoli, Pennsylvania railyard ("Paoli
Yard"), formerly owned and operated by the Company's prede-
cessor, Penn Central Transportation Company ("PCTC"). A Record
of Decision was issued by the U.S. Environmental Protection
Agency on July 21, 1992 presenting a final selected remedial
action for the Paoli Yard in accordance with CERCLA having an
estimated cost of approximately $28.3 million. This figure is an
estimate of the cost to remediate the entire yard and off-site
property to a level acceptable to the U.S. EPA. In March 1992,
the Company filed a lawsuit in the Special Court created by the
Regional Rail Reorganization Act (the "Rail Act") seeking to
enjoin the U.S. Government, Consolidated Rail Corporation ("Con-
rail") and other parties from prosecuting claims against the
Company for the Clean-up Costs on the grounds that the Paoli Yard
environmental claims are barred by: (1) the terms by which the
Paoli Yard was transferred by PCTC to Conrail "as is" in 1976
pursuant to the Rail Act; (2) the 1980 settlement of the Valua-
tion Case proceedings to determine compensation to be paid by the
U.S. Government for the railroad properties transferred by PCTC
pursuant to the Rail Act; and (3) the U.S. Constitution. On
February 9, 1993, the Special Court denied the U.S. Government's
motion to dismiss the Company's complaint for lack of subject
matter jurisdiction, holding that it had exclusive jurisdiction
to decide these issues. On April 30, 1993, the U.S. Government's
separate action in U.S. District Court to recover Clean-up Costs
from the Company was stayed pending final judgment by the Special
Court in the lawsuit filed by the Company. The parties have
filed cross motions for summary judgment, which were argued to

15


the Special Court on February 23, 1994 and are now under submis-
sion. In addition to the Special Court litigation, the Company
believes that it has other substantial defenses to claims for
Clean-up Costs at the Paoli Yard, including its position that
other parties are responsible for substantial percentages of such
Clean-up Costs by virtue of their operation of electrified rail-
road cars at the Paoli Yard that discharged PCB's at higher
levels than discharged by cars operated by PCTC. The Company
also intends to make claims against certain insurance carriers
for reimbursement of any Clean-up Costs that the Company may
incur. The Company has not established any accrual for potential
liability for Clean-up Costs at the Paoli Yard.

There are certain other claims involving the Company and
certain of its subsidiaries, including claims relating to the
generation, disposal or release into the environment of allegedly









hazardous substances and pre-reorganization personal injury
claims, that allege or involve amounts that are potentially
substantial in the aggregate.

The Paoli Yard litigation and the preponderance of the other
claims arose out of railroad operations disposed of by PCTC prior
to its 1978 reorganization and, accordingly, any ultimate liabil-
ity resulting therefrom in excess of previously established loss
accruals would be attributable to such pre-reorganization events
and circumstances. In accordance with the Company's reorganiza-
tion accounting policy, any such ultimate liability will reduce
the Company's capital surplus and shareholders' equity, but will
not be charged to income.

The Company believes that its maximum aggregate potential
exposure at December 31, 1993 with respect to the foregoing
environmental claims (other than Paoli Yard), net of related loss
accruals, was approximately $15 million for claims arising out of
pre-reorganization operations and in the range of $1 million to
$4 million for claims arising out of post-reorganization opera-
tions (which range depends upon the method of remediation, if
any, required). The Company believes that it has meritorious
defenses in such matters, including its position that other
parties are responsible for substantial percentages of such
amounts claimed and, in the case of the post-reorganization
matter referred to above, its belief that the relevant regulatory
authority will permit remediation to be deferred until there is a
change in the use of the facility which the Company believes is
unlikely.

In management's opinion, the outcome of the foregoing claims
will not, individually or in the aggregate, have a material
adverse effect on the financial condition or results of opera-
tions of the Company. In making this assessment, management has
taken into account previously established loss accruals in its
financial statements and probable recoveries from insurance
carriers and other third parties.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.


EXECUTIVE OFFICERS OF THE REGISTRANT

The persons named below are executive officers of the
Company who have been elected to serve in the capacities indicat-
ed at the pleasure of the Company's Board of Directors.

NAME, AGE AND PRINCIPAL BUSINESS AFFILIATIONS
POSITIONS WITH THE COMPANY DURING PAST FIVE YEARS
-------------------------- -------------------------------









Carl H. Lindner, 74 Mr. Lindner has been Chairman

Chairman of the Board and of the Board and Chief Execu-
Chief Executive Officer tive Officer of the Company for
more than five years. During
the
past five years, Mr. Lindner
has been Chairman of the Board
and Chief Executive Officer of
American Financial Corporation,
a diversified financial ser-

vices company. He is also a
director of American Annuity
Group, Inc., American Financial
Enterprises, Inc., Chiquita
Brands International, Inc.,
General Cable Corporation and
Great American Communications
Company. Mr. Lindner is Carl
H. Lindner III's father.

16


NAME, AGE AND PRINCIPAL BUSINESS AFFILIATIONS
POSITIONS WITH THE COMPANY DURING PAST FIVE YEARS
-------------------------- -------------------------------

Carl H. Lindner III, 40 Mr. Lindner was elected Presi-

President and Chief Operating dent and Chief Operating
Officer and a Director Officer of the Company in
February 1992. Prior thereto,
he had served as Vice Chairman
of the Board of the Company
since October 1991. During the
past five years, Mr. Lindner
has been President of Great
American Insurance Company, a
property and casualty insurance
company owned by American
Financial Corporation.

Richard M. Haverland, 53 Mr. Haverland was elected
Executive Vice President-- Executive Vice President--
Insurance Group and a Insurance Group of the Company
Director in February 1991. Prior
thereto, Mr. Haverland was
Executive Vice President of
Great American Holding Corpora-
tion, a holding company subsid-
iary of American Financial
Corporation, a diversified









financial services company
(April 1984 to February 1991).

Neil M. Hahl, 45 Mr. Hahl has been Senior Vice
Senior Vice President President of the Company for
and a Director more than five years. Mr. Hahl
is a director of Buckeye
Management Company.

Robert W. Olson, 48 Mr. Olson has been Senior Vice
Senior Vice President, President, General Counsel and
General Counsel and Secretary of the Company for
Secretary and a Director more than five years. Mr.
Olson is a director of DI
Industries, Inc.

Robert F. Amory, 48 Mr. Amory was elected Vice
Vice President and Controller President of the Company in
December 1989 and Controller
in September 1986.

R. Bruce Brumbaugh, 41 Mr. Brumbaugh was elected Vice
Vice President -- Risk President -- Risk Management of
Management the Company in February 1990.
Prior thereto, Mr. Brumbaugh
was
Staff Vice President--Risk
Management (June 1987 to
February 1990).

Richard A. Carlson, 42 Mr. Carlson was elected Vice
Vice President and President in February 1994 and,

Assistant General Counsel prior thereto, had been Staff
Vice
President since January 1990
and Assistant General Counsel
since April 1988.

Michael L. Cioffi, 41 Mr. Cioffi was elected Vice
Vice President and President in February 1993 and,

Assistant General Counsel prior thereto, had been Staff
Vice
President since January 1990
and Assistant General Counsel
since February 1988.

Robert E. Gill, 47 Mr. Gill was elected Vice
Vice President--Taxes President--Taxes of the Company
in February 1990. Prior

thereto, Mr. Gill was Staff
Vice President--Taxes (July









1986 to February 1990).

Philip A. Hagel, 49 Mr. Hagel was elected Vice
Vice President and Treasurer President of the Company in
February 1990 and Treasurer in
January 1988. Mr. Hagel is a
director of DI Industries, Inc.

Michael D. Mauer, 41 Mr. Mauer was elected Vice
Vice President President of the Company in
February 1990. Prior thereto,
he was Staff Vice President--
General Auditor and Adminis-
trative Services (January 1987
to February 1990).

17


PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS

"Dividend Policy and Stock Market Prices" on page 47 of
the Company's 1993 Annual Report to Shareholders is
incorporated herein by reference.

ITEM 6. SELECTED FINANCIAL DATA

"Selected Consolidated Financial Data" on page 25 of
the Company's 1993 Annual Report to Shareholders is
incorporated herein by reference.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

"Management's Discussion and Analysis of Financial
Condition and Results of Operations" on pages 15
through 24 of the Company's 1993 Annual Report to
Shareholders is incorporated herein by reference.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The consolidated financial statements of the Company
and its subsidiaries, included on pages 26 through 44
of the Company's 1993 Annual Report to Shareholders,
and "Quarterly Financial Data", included on page 46 of
such Annual Report, are incorporated herein by refer-
ence.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE









Not applicable.


PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Except to the extent included in Part I under the
caption "Executive Officers of the Registrant", the
information called for by Item 10 is incorporated by
reference to the definitive proxy statement involving
the election of directors which the Company intends to
file with the Commission pursuant to Regulation 14A
under the Securities Exchange Act of 1934 not later
than 120 days after December 31, 1993.

ITEM 11. EXECUTIVE COMPENSATION

The information called for by Item 11 is incorporated
by reference to the definitive proxy statement involv-
ing the election of directors which the Company intends
to file with the Commission pursuant to Regulation 14A
under the Securities Exchange Act of 1934 not later
than 120 days after December 31, 1993.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

The information called for by Item 12 is incorporated
by reference to the definitive proxy statement involv-
ing the election of directors which the Company intends
to file with the Commission pursuant to Regulation 14A
under the Securities Exchange Act of 1934 not later
than 120 days after December 31, 1993.

American Financial Corporation ("AFC") beneficially
owns approximately 41% of the outstanding Common Stock
of the Company and has substantial influence over the
management and operations of the Company. Carl H.
Lindner, Chairman of the Board and Chief Executive
Officer of the Company, is Chairman of the Board and
Chief Executive Officer of AFC. All of AFC's out-
standing Common Stock is owned by Mr. Lindner, members
of his family and trusts for their benefit. AFC and
Mr. Lindner may be deemed to be controlling persons of
the Company. See "Executive Officers of the Regis-
trant" in Part I.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information called for by Item 13 is incorporated
by reference to the definitive proxy statement involv-
ing the election of directors which the Company intends
to file with the Commission pursuant to Regulation 14A









under the Securities Exchange Act of 1934 not later
than 120 days after December 31, 1993.

18


PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
ON FORM 8-K

(a) The following documents are filed as a part of this
report:

(1) and (2) Financial Statements and Financial State-
ment Schedules--see Index to Financial Statements
and Financial Statement Schedules appearing on Page
F-1.

(3) Exhibits:

EXHIBIT NUMBER
(REFERENCED TO
ITEM 601 OF
REGULATION S-K)
---------------

(3) (i) ---Amended and Restated Articles of Incor-
poration of the Company, as amended effec-
tive March 25, 1994.

(ii) ---By-Laws of the Company, as amended *
July 30, 1992, incorporated by reference
to Exhibit (3)(iii) to the Company's
Annual Report on Form 10-K for 1992.

(4)(i) ---Order No. 3708 of the United States *
District Court for the Eastern District
of Pennsylvania in In the Matter of Penn
Central Transportation Company, Debtor,
Bankruptcy No. 70-347 dated August 17,
1978 directing the consummation of
the Plan of Reorganization for Penn Central
Transportation Company, incorporated by
reference to Exhibit 4 to Form 8-K Current
Report of Penn Central Transportation
Company for August 1978.

(4)(ii) (a) ---Certain instruments with respect to
long-term debt of subsidiaries of the
Company which do not relate to debt
exceeding 10% of the total assets of
the Company and its consolidated sub-
sidiaries are omitted pursuant to









Item 601(b)(4)(iii)(A) of Regulation S-K,
17 C.F.R. Section 229.601. The Company
hereby agrees to furnish supplementally to
the Securities and Exchange Commission a
copy of each such instrument upon request.

(b) ---(i) Indenture dated as of August 1, *
1989 between the Company and Morgan
Guaranty Trust Company of New York, as
Trustee, regarding the Company's Sub-
ordinated Debt Securities (the "Indenture"),
incorporated by reference to Exhibit 4.1
to the Company's Form 8-K Current Report
dated August 10, 1989.

---(ii) Instrument of Resignation of Trustee *

and Appointment and Acceptance of Successor

Trustee and Appointment of Agent dated as
of November 15, 1991 among the Company,
Morgan Guaranty Trust Company of New York
as Resigning Trustee and Star Bank, N.A. as

Successor Trustee, incorporated by
reference to Exhibit (4)(ii)(d)(ii) to
the Company's Annual Report on Form 10-K
for 1991.

---(iii) Officer's Certificate Pursuant to *
Sections 102 and 301 of the Indenture
relating to authentication and designation
of the Company's 9-3/4% Subordinated Notes
due August 1, 1999, to which is attached
the Form of Note, incorporated by reference
to Exhibit 4.2 to the Company's Form 8-K
Current Report dated August 10, 1989.

---------------
* Asterisk indicates an exhibit previously filed with the
Securities
and Exchange Commission incorporated herein by reference.

19


EXHIBIT NUMBER
(REFERENCED TO
ITEM 601 OF
REGULATION S-K)
---------------

---(iv) Officer's Certificate Pursuant to *
Sections 102 and 301 of the Indenture









relating to authentication and designation
of the Company's 10-5/8% Subordinated Notes
due April 15, 2000, to which is attached
the Form of Note, incorporated by reference
to Exhibit 4.1 to the Company's Form 8-K
Current Report dated April 19, 1990.

---(v) Officer's Certificate Pursuant to *
Sections 102 and 301 of the Indenture
relating to authentication and designation
of the Company's 10-7/8% Subordinated Notes
due May 1, 2011, to which is attached the
Form of Note, incorporated by reference
to Exhibit 4.1 to the Company's Form 8
amendment dated May 8, 1991 to the Com-

pany's Form 8-K Current Report dated May 7,
1991.

(10)(i) (a) ---(i) Intercompany Agreement, dated June 9, *
1992, by and between the Company and
General Cable Corporation, incorporated by
reference to Exhibit 10.1 to the Company's
Current Report on Form 8-K dated June 9,
1992.

---(ii) Subordinated Promissory Note of *
General Cable Corporation due 2007 in the
principal amount of $255,000,000 payable
to the Company, incorporated by reference
to Exhibit 10.1 to the Company's Current
Report on Form 8-K dated June 30, 1992.

(b) ---Stock Purchase Agreement, dated as of *
June 10, 1993, among the Company, PCC
Technical Industries, Inc. and Tracor,
Inc., incorporated by reference to
Exhibit (99) to the Company's Current
Report on Form 8-K dated May 26, 1993.

The following Exhibits (10)(iii)(a) through (10)(iii)(g) are
compensatory plans and arrangements in which directors or execu-
tive officers participate:

(iii) (a) ---(i) The Company's Stock Option Plan, as *
amended March 25, 1992, incorporated by
reference to Exhibit (10)(iii)(a)(i) to
the Company's Annual Report on Form 10-K
for 1992.

---(ii) Amendment to the Company's Stock *
Option Plan adopted by the Company's
Board of Directors on March 24, 1993,
incorporated by reference to Exhibit









(10)(iii)(a)(ii) to the Company's Annual
Report on Form 10-K for 1992.

---(iii) Forms of stock option agreements *
used to evidence options granted under
the Company's Stock Option Plan to officers
and directors of the Company, incorporated
by reference to Exhibit (10)(iii)(a)(iii)
to the Company's Annual Report on Form 10-K
for 1992.

---(iv) The Company's Stock Option Loan *
Program, as amended February 8, 1991,
incorporated by reference to Exhibit
(10)(iii)(a)(v) to the Company's Annual
Report on Form 10-K for 1990.

---(v) The Company's 1992 Spin-Off Stock *
Option Plan adopted by the Company's
Board of Directors on March 25, 1992,
incorporated by reference to Exhibit
(10)(iii)(a)(vi) to the Company's Annual
Report on Form 10-K for 1991.

---------------
* Asterisk indicates an exhibit previously filed with the
Securities
and Exchange Commission and incorporated herein by reference.

20


EXHIBIT NUMBER
(REFERENCED TO
ITEM 601 OF
REGULATION S-K)
---------------

(b) ---The Company's Annual Incentive Compen- *
sation Plan, as amended February 12, 1992,
incorporated by reference to Exhibit
(10)(iii)(b) to the Company's Annual
Report on Form 10-K for 1991.

(c) ---Description of the Company's retirement *
program for outside directors, as adopted
by the Company's Board of Directors on
March 23, 1983, incorporated by reference
to Exhibit (10)(iii)(i) to the Company's
Annual Report on Form 10-K for 1982.

(d) ---The Company's Employee Stock Redemption *
Program, as adopted by the Company's
Board of Directors on March 28, 1985,









incorporated by reference to Exhibit
(10)(iii)(j) to the Company's Annual
Report on Form 10-K for 1984.

(e) ---(i) Severance Agreement dated March 29, *
1987 between the Company and Alfred W.
Martinelli, a director of the Company,
incorporated by reference to Exhibit
(10)(iii)(a)(i) to the Company's Form
10-Q Quarterly Report for the Quarter
Ended March 31, 1987.

---(ii) Consulting Agreement dated as of *
March 29, 1987 between the Company and
Alfred W. Martinelli, incorporated by
reference to Exhibit (10)(iii)(a)(ii)
to the Company's Form 10-Q Quarterly
Report for the Quarter Ended March 31,
1987.

---(iii) Letter agreement amending the fore- *
going Consulting and Severance Agreements
dated December 9, 1991 between the Company
and Alfred W. Martinelli, incorporated by
reference to Exhibit (10)(iii)(e)(iii)
to the Company's Annual Report on Form 10-K
for 1991.

(f) ---Letters dated April 9, 1987 from the *
Company to each of Neil M. Hahl and
Robert W. Olson, officers of the Company,
with respect to severance arrangements, as
supplemented by letters dated June 26, 1987
to each such officer, incorporated by
reference to Exhibit (10)(iii)(a) to the
Company's Form 10-Q Quarterly Report for
the Quarter Ended June 30, 1987.

(g) ---(i) Excess of Loss Agreement, effective *

March 31, 1988, between Republic Indemnity
Company of America and Great American
Insurance Company, incorporated by refer-
ence to Exhibit (g)(1) to Amendment No. 1
to Schedule 13E-3, dated January 17, 1989,
relating to Republic American Corporation
filed by Republic American Corporation,
the Company, RAWC Acquisition Corp.,
American Financial Corporation and Carl H.
Lindner (the "Schedule 13E-3 Amendment").

---(ii) First Amendment to Excess of Loss *
Agreement, effective March 31, 1988,
between Republic Indemnity Company of









America and Great American Insurance
Company, incorporated by reference to
Exhibit (g)(2) to the Schedule 13E-3
Amendment.

(h) ---(i) Business Assumption Agreement, *
effective as of December 31, 1990,
between Stonewall Insurance Company and
Dixie Insurance Company, incorporated
by reference to Exhibit (10)(iii)(o)(i)
to the Company's Annual Report on Form
10-K for 1990.

---------------
* Asterisk indicates an exhibit previously filed with the
Securities
and Exchange Commission and incorporated herein by reference.

21


EXHIBIT NUMBER
(REFERENCED TO
ITEM 601 OF
REGULATION S-K)
---------------

---(ii) Quota Share Agreements, effective *
December 31, 1990, between Stonewall
Insurance Company and Dixie Insurance
Company, incorporated by reference to
Exhibit (10)(iii)(o)(ii) to the Company's
Annual Report on Form 10-K for 1990.

---(iii) Management Agreement, effective as *
of January 1, 1991, by and between Dixie
Insurance Company and Stonewall Insurance
Company, incorporated by reference to
Exhibit (10)(iii)(o)(iii) to the Company's
Annual Report on Form 10-K for 1990.

(i) ---Excess of Loss Agreements, effective *
December 31, 1990, between Great American
Insurance Company and each of Atlanta
Casualty Company, Dixie Insurance Company
and Windsor Insurance Company, incorporated
by reference to Exhibit (10)(iii)(p) to the
Company's Annual Report on Form 10-K for
1990.

(j) ---Premium Payment Agreement, effective as *
of January 1, 1991, by and between Great
American Insurance Company and the Company,
incorporated by reference to Exhibit









(10)(iii)(q) to the Company's Annual Report
on Form 10-K for 1990.

(11) ---Supplemental information regarding computa-
tions of net income per share amounts.

(12) ---Calculation of ratio of earnings to fixed
charges.

(13) ---Portions of the Company's 1993 Annual Report
to Shareholders.

(21) ---List of subsidiaries of the Company.

(23) ---Consent of Deloitte & Touche.

(28) ---Information from reports provided to state
regulatory authorities.

(b) Reports on Form 8-K filed during the quarter ended
December 31, 1993:

None


---------------
* Asterisk indicates an exhibit previously filed with the
Securities
and Exchange Commission and incorporated herein by reference.

22


For the purposes of complying with the amendments to the
rules governing Form S-8 (effective July 13, 1990) under the
Securities Act of 1933, the undersigned registrant hereby under-
takes as follows, which undertaking shall be incorporated by
reference into registrant's Registration Statement on Form
S-8 No. 2-81422 (filed January 20, 1983), registrant's Post-
Effective Amendment No. 1 to Registration Statement on Form S-8
No. 2-72453 (filed December 23, 1983), registrant's Registration
Statement on Form S-8 No. 33-34871 (filed May 11, 1990) and
registrant's Registration Statement on Form S-8 No. 33-48700
(filed June 17, 1992):

Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to direc-
tors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is

against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a









claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or

proceeding) is asserted by such director, officer or contro-
lling person in connection with the securities being regis-
tered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling prece-
dent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against
public policy as expressed in the Act and will be governed
by the final adjudication of such issue.

23


SIGNATURES

PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED
THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THERE-
UNTO DULY AUTHORIZED.

AMERICAN PREMIER UNDERWRITERS, INC.

(Registrant)


By Carl H. Lindner
---------------------------------

Carl H. Lindner
Chairman of the Board and
Chief Executive Officer


Date: March 29, 1994


PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT
OF 1934, THIS REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING
PERSONS ON BEHALF OF THE REGISTRANT AND IN THE CAPACITIES AND ON
THE DATES INDICATED.



Date: March 29, 1994 By Hugh F. Culverhouse

--------------------------------
Hugh F. Culverhouse
Director









Date: March 29, 1994 By Theodore H. Emmerich
------------------------------
Theodore H. Emmerich
Director


Date: March 29, 1994 By James E. Evans

--------------------------------
James E. Evans
Director


Date: March 29, 1994 By Neil M. Hahl

--------------------------------
Neil M. Hahl
Senior Vice President and a Director
(Principal Financial Officer)


Date: March 29, 1994 By Richard M. Haverland

--------------------------------
Richard M. Haverland
Director


Date: March 29, 1994 By Thomas M. Hunt

--------------------------------
Thomas M. Hunt
Director

24













Date: March 29, 1994 By Carl H. Lindner

--------------------------------
Carl H. Lindner
Chairman of the Board and Chief
Executive Officer and a Director


Date: March 29, 1994 By Carl H. Lindner III

--------------------------------
Carl H. Lindner III
Director


Date: March 29, 1994 By S. Craig Lindner

--------------------------------
S. Craig Lindner
Director


Date: March 29, 1994 By Alfred W. Martinelli

--------------------------------
Alfred W. Martinelli
Director


Date: March 29, 1994 By Robert W. Olson
--------------------------------
Robert W. Olson
Director


Date: March 29, 1994 By Robert F. Amory
--------------------------------
Robert F. Amory
Vice President and Controller
(Principal Accounting Officer)

25


AMERICAN PREMIER UNDERWRITERS, INC.

INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES



PAGE









NUMBER

-----------

Independent Auditors' Report...............................
F-2
American Premier Underwriters, Inc. and Consolidated
Subsidiaries:
Statement of Income--For the years ended December
31, 1993, 1992 and 1991............................
*
Balance Sheet--December 31, 1993 and 1992............
*
Statement of Cash Flows--For the years ended
December 31, 1993, 1992 and 1991...................
*
Notes to Financial Statements........................
*
Schedule II--Amounts Receivable from Related
Parties and Underwriters, Promoters and Employees
Other than Related Parties.........................
S-1
Schedule III--Condensed Financial Information of
Registrant.........................................
S-3
Schedule VII--Guarantees of Securities and Other
Obligations of Other Issuers.......................
S-5
Schedule VIII--Valuation and Qualifying
Accounts...........................................
S-5
Schedule X--Supplemental Information Concerning
Property-Casualty Insurance Operations.............
S-6

Schedules other than those listed above are omitted because
they are either not applicable or not required or the information
required is included in the consolidated financial statements or
notes thereto.
-------------------
* Incorporated by reference to the Company's 1993 Annual
Report to Shareholders.

F-1


INDEPENDENT AUDITORS' REPORT


American Premier Underwriters, Inc.:

We have audited the financial statements and the financial
statement schedules of American Premier Underwriters, Inc. and
Consolidated Subsidiaries listed in the accompanying Index to









Financial Statements and Financial Statement Schedules. These
financial statements and financial statement schedules are the
responsibility of the Company's management. Our responsibility
is to express an opinion on the financial statements and finan-
cial statement schedules based on our audits.

We conducted our audits in accordance with generally accept-
ed auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in
all material respects, the financial position of American Premier
Underwriters, Inc. and Consolidated Subsidiaries at December 31,
1993 and 1992 and the results of its operations and its cash
flows for each of the three years in the period ended December
31, 1993 in conformity with generally accepted accounting princi-
ples. Also, in our opinion, such financial statement schedules,
when considered in relation to the basic financial statements
taken as a whole, present fairly in all material respects the
information shown therein.

As discussed in Note 1 to the financial statements, in 1992
the Company changed its method of accounting for income taxes to
conform with Statement of Financial Accounting Standards No. 109.


Deloitte & Touche


Cincinnati, Ohio
February 16, 1994
(March 25, 1994 with respect
to the change of the Company's
name as discussed in Note 1
to the financial statements)


F-2




SCHEDULE II

AMERICAN PREMIER UNDERWRITERS, INC. AND
CONSOLIDATED SUBSIDIARIES
Amounts Receivable from Related Parties and









Underwriters,
Promoters and Employees Other than Related
Parties
For the Years Ended December 31, 1993, 1992
and 1991
(Dollars in Thousands)


Balance at
Beginning of

Deductions
End of Period
Period

Amounts Amounts
Name of Debtor Current
Noncurrent Additions Collected Written-Off Other

Current Noncurrent




Year ended December 31, 1993:
Officers and employees of the
Company or its Subsidiaries
and related parties:
American Annuity Group, Inc. (a) $ 1,835

$ 724 $ 1,000
$ 1,559
General Cable Corporation (b)... $255,000


$255,000
General Cable Corporation (c)... 36,900

36,900
0
General Cable Corporation (d)... 31,812


31,812
R.E. Gill (e)................... 117


117
N.M. Hahl (e)................... 123

161
284
J.M. Kampf (f).................. 332

332
0


A.W. Martinelli (g)............. 8,906


8,906
R.W. Olson (e).................. 260

215 32
443
S.Stavenhagen (h)............... 100

100









0

Year ended December 31, 1992:
Officers and employees of the
Company or its Subsidiaries
and related parties:
American Annuity Group, Inc. (a) $ 1,231

$ 1,104 $ 500
$ 1,835
M.A. Cramer, Jr. (i)............ 489

489
$ 0
General Cable Corporation (b)...

255,000
255,000
General Cable Corporation (c)...

36,900
36,900
R.E. Gill (e)...................

117
117
N.M. Hahl (e)...................

123
123
J.M. Kampf (j).................. 403

734 805
332
A.W. Martinelli (e,g,k)......... 9,697

1,842 2,633
8,906
R.W. Olson (e).................. 170

118 28
260
S.Stavenhagen (h)............... 101

1
100

S-1


Year ended December 31, 1991:
Officers and employees of the
Company or its Subsidiaries
and related parties:
R.F. Amory (h,l)................ $ 293


$ 2 $ 291
$ 0
J.A. Anderson (h,l)............. 358

2 356
0
R.B. Brumbaugh (h,l)............ 181

2 179
0
R.W. Bubak (h,l)................ 168









168
0
M.A. Cramer, Jr. (i)............

$ 489
489
R.E. Gill (h,l)................. 415

3 412
0
P.A. Hagel (h,l)................ 247

2 245
0
N.M. Hahl (h,l)................. 558

4 554
0
F.R. Holt (h,l)................. 334

2 332
0
J.M. Kampf (i)..................

403
403
G.B. Kenny (h,l)................ 473

2 471
0
A.W. Martinelli (e,g)........... 9,649

48
9,697
M.D. Mauer (h,l)................ 147

147
0
P.S. Meyers (h)................. 174

174
0
R.W. Olson (e,h,l).............. 402

14 51 195
170
R.J. Siverd (h,l)............... 346

2 344
0
W.J. Smith (h,l)................ 103

1 102
0
S.Stavenhagen (h)............... 102


1
101
D.H. Street (h,l)............... 593

4 589
0
N.G. Tsacalis (h,l)............. 154

1 153
0
A.N. Watson (h,l)............... 123

1 122
0










__________

(a) Non-interest bearing amounts due to the Company,
representing
payments made by the Company on behalf of the successor
of a
previously spun-off subsidiary of the Company.
(b) Subordinated note of previously spun-off company, bearing
interest at 9.98 percent per annum, due September 30,
2007
(see Note 2 of Notes to Financial Statements).
(c) Short-term note of previously spun-off company.
(d) Interest notes received in lieu of cash interest payments
on
the subordinated note referred to in (b) above, paid in
full
on February 14, 1994.
(e) Promissory notes of participants in the Company's Stock
Option
Loan Program delivered in payment of up to 95 percent of
the
purchase price for the Company's Common Stock purchased
upon
the exercise of stock options, secured by the stock
purchased,
bearing interest at rates ranging from 3.65 to 7.06
percent
per annum.
(f) Individual ceased to be an employee or a related party
during
the year.
(g) Includes recourse promissory notes of participants in the
Company's Career Share Purchase Plan delivered in payment
of
up to 95 percent of the purchase price for Career Shares
(see
Note 9 of Notes to Financial Statements), secured by the
Career Shares purchased, bearing interest at 9 percent
per
annum and payable not later than ten years after the
purchase
date.
(h) Mortgage notes receivable, incidental to employees'
relocations, secured by homesites. Principal and
interest are
payable monthly based on amortization schedules which
range
from 15 to 30 years and carry annual interest rates
ranging
from 9 1/2 to 9 3/4 percent.
(i) Non-interest bearing temporary home loans, incidental to
employees' relocations, payable within one year of the
date of
the loans.









(j) Note receivable, incidental to employee relocation,
bearing
interest at 6.49 percent per annum. Principal and
interest
are payable on or before June 30, 2000.
(k) Promissory notes referred to in (e) above were collected
during 1992.
(l) Mortgage note referred to in (h) above was sold during
1991 in
the secondary market.

S-2





SCHEDULE III

AMERICAN PREMIER UNDERWRITERS, INC.
Condensed Financial Information of Registrant (Note
1)
(In Millions)
COMBINED CONDENSED INCOME STATEMENT


For the Years
Ended December 31,
REVENUES 1993
1992 1991



Equity in earnings of subsidiaries $178.1
$146.2 $159.2
Interest and dividend income 52.4
45.0 34.2
Net sales 16.8
17.3 15.2
Net realized gains (losses) 92.9
(3.3) (9.7)
340.2
205.2 198.9

EXPENSES
Corporate and administrative expenses 20.2
20.2 25.8
Interest and debt expense 62.6
69.0 63.0
Provision for loss on sale of
subsidiaries and asset
impairment 37.9
- -
Other (income) expense, net 30.3
32.3 30.5
151.0











121.5 119.3

Income from continuing operations before
income taxes 189.2
83.7 79.6
Income tax (expense) benefit 53.5
(32.8) (29.4)

Income from continuing operations 242.7
50.9 50.2

DISCONTINUED OPERATIONS
Equity in earnings (losses) of
subsidiaries 2.8
1.7 (47.6)
Loss from disposal of businesses (13.5)
- -

Cumulative effect of accounting change -
252.8 -

NET INCOME $232.0
$305.4 $ 2.6


COMBINED CONDENSED BALANCE SHEET



As of
December 31,
1993
1992
ASSETS

Investments $ 927.4 $
782.2
Receivables from subsidiaries 293.5
332.7
Investments in subsidiaries 1,231.7
972.3
Net assets of discontinued operations 9.8
111.5
Deferred tax asset 295.8
245.4
Other assets 120.8
116.1
$2,879.0
$2,560.2

LIABILITIES AND CAPITAL
Accounts payable, accrued expenses and
other liabilities $ 196.2 $
128.5









Payables to subsidiaries 440.9
276.1
Long-term debt 519.6
652.8
Other capital 1,722.3
1,502.8
$2,879.0
$2,560.2


S-3




SCHEDULE III


(continued)

AMERICAN PREMIER UNDERWRITERS, INC.
Condensed Financial Information of Registrant (Note
1)
(In Millions)
COMBINED CONDENSED STATEMENT OF CASH FLOWS


For the
Years Ended December 31,
CASH FLOWS FROM OPERATING ACTIVITIES: 1993

1992 1991



Income from continuing operations $ 242.7

$ 50.9 $ 50.2
Adjustments
Equity in earnings of subsidiaries (178.1)

(146.2) (159.2)
Deduction in lieu of current Federal
income tax -

- 24.3
Deferred Federal income tax (57.9)

28.9 -
Net (gain) loss on disposal of
businesses, investments and PP&E (54.5)

4.1 11.4
Cash received from subsidiaries 231.2

122.2 89.6


Litigation settlement 15.6

- -
Other, net (35.7)

(24.0) (15.0)
Cash flows from operating
activities 163.3

35.9 1.3









CASH FLOWS FROM INVESTING ACTIVITIES:
Net (increase) decrease in temporary
investments (179.3)

214.8 (114.1)
Purchases of investments (158.3)

(290.5) (23.1)
Sales and maturities of investments 372.1

142.8 62.4
Acquisitions of businesses, net of cash
acquired (57.3)

- -
Other, net (.7)

(2.4) 20.5
Cash flows from investing
activities (23.5)

64.7 (54.3)









CASH FLOWS FROM FINANCING ACTIVITIES:
Purchases of Company Common Stock (1.9)

(36.8) (142.7)
Issuance of debt -

- 148.7
Repayment of debt (133.7)

- -
Common Stock dividends (38.2)

(36.8) (32.3)
Other, net 23.3

13.2 11.3
Cash flows from financing
activities (150.5)

(60.4) (15.0)

Net cash flows from continuing operations (10.7)

40.2 (68.0)
Net cash (to) from discontinued operations 8.3

(36.6) 68.1

Increase (decrease) in cash (2.4)

3.6 .1
Cash - beginning of year 6.2

2.6 2.5

Cash - end of year $ 3.8

$ 6.2 $ 2.6

Cash dividends received from equity method
accounting investees $ 2.5

$ 3.9 $ 3.8
Cash dividends received from consolidated
subsidiaries $ 36.2

$ 53.1 $ 37.2

Note 1: For purposes of preparing the combined condensed
financial
statements included in this Schedule III, the
accounts of
the Company ("Registrant") have been combined with
the
accounts of Pennsylvania Company ("Pennco").
Pennco is a


wholly owned direct subsidiary of the Registrant,
and is
itself a holding company. At December 31, 1993,
approximately 61% of Investments and substantially
all
Investments in Subsidiaries as reported on the
Combined
Condensed Balance Sheet were owned by Pennco.
Pennco has
no debt obligations and there are no restrictions
affecting transfers of funds between Pennco and the









Registrant. Accordingly, management believes that
the
financial resources held at Pennco as well as
Pennco's
cash flow are available, if necessary, to service
the
obligations of the Registrant.

S-4





SCHEDULE VII
AMERICAN PREMIER UNDERWRITERS, INC. AND
CONSOLIDATED SUBSIDIARIES
Guarantees of Securities and Other
Obligations of Other Issuers
December 31, 1993
(Dollars In Millions)



Total Amount
Name of Issuer of Title of Issue

Guaranteed
Securities Guaranteed of Each Class

and Nature of
by Registrant Guaranteed

Outstanding Guarantee



Gulf Energy Development Industrial Revenue Bond,

$2.2 Principal
Corporation 6%, dated December 1984

and Interest
Republic Indemnity Company Employee Stock Ownership

$1.3 Principal
of America Plan Debt

and Interest






SCHEDULE VIII


AMERICAN PREMIER UNDERWRITERS, INC. AND CONSOLIDATED
SUBSIDIARIES
Valuation and Qualifying Accounts
For the Years Ended December 31, 1993, 1992 and
1991
(Dollars In Millions)













Additions
Balance at
Charged Charged Balance
beginning
to costs to other at end of
Description of period and
expenses accounts Deductions period




Year ended December 31, 1993:
Allowance for uncollectible
accounts - trade and other
receivables $ 9.9 $
6.4 $ .6(a) $ .5(b)(c) $16.4
Allowance for uncollectible
notes receivable 12.9
- - 12.9(d) -
Miscellaneous reserves for losses -
other asset categories 6.3
15.4 (9.3)(e) 5.7(c) 6.7
Year ended December 31, 1992:
Allowance for uncollectible
accounts - trade and other
receivables 6.9
2.0 1.8(f) .8(b)(c) 9.9
Allowance for uncollectible
notes receivable 15.2
- - 2.3(d) 12.9
Miscellaneous reserves for losses -
other asset categories 36.9
3.5 (17.0)(e) 17.1(b)(f) 6.3
Year ended December 31, 1991:
Allowance for uncollectible
accounts - trade and other
receivables 7.3
.4 - .8(c) 6.9
Allowance for uncollectible
notes receivable 30.3
- - 15.1(d) 15.2
Miscellaneous reserves for losses -
other asset categories 39.4
14.9 - 17.4(c)(e) 36.9


(a) Includes additions for businesses acquired.
(b) Includes reductions for divested businesses.
(c) Includes reductions of valuation accounts for actual
charges
incurred.
(d) Includes a reduction in reserves for uncollectibility of
notes
which resulted from the prior sale of certain offshore











drilling
rigs, to reflect the receipt of significant principal and
interest payments.
(e) Includes changes in unrealized gains and/or losses on
securities.
(f) Includes transfers to/from other reserve accounts.

S-5





SCHEDULE X

AMERICAN PREMIER UNDERWRITERS, INC. AND CONSOLIDATED
SUBSIDIARIES
Supplemental Information Concerning Property - Casualty
Insurance
Operations
For The Years Ended December 31, 1993, 1992 and
1991
(Dollars in Millions)






Column A Column B Column C Column D

Column E Column F






Reserves for
Deferred Unpaid Claims
Affiliation Policy and Claim Discount
with Acquisition Adjustment Deducted
in Unearned Earned
Registrant Costs Expenses Column C

Premiums Premiums




CONSOLIDATED PROPERTY AND CASUALTY ENTITIES

1993 $77.4 $961.4(1) $0

$352.3 $1,273.6


1992 $50.4 $763.5 $0

$224.3 $ 998.7

1991 $34.6 $663.9 $0

$156.1 $ 845.6


















SCHEDULE X


(continued)

AMERICAN PREMIER UNDERWRITERS, INC. AND CONSOLIDATED
SUBSIDIARIES
Supplemental Information Concerning Property - Casualty Insurance
Operations
For The Years Ended December 31, 1993, 1992 and
1991
(Dollars in Millions)




Column G Column H Column I

Column J Column K



Claims and Claim Amortization

Paid
Adjustment Expenses of Deferred

Claims
Net Incurred Related to Policy

and Claim
Investment Current Prior Acquisition

Adjustment Premiums
Income Year Years Costs

Expenses Written




CONSOLIDATED PROPERTY AND CASUALTY ENTITIES




$114.7 $914.7 $(57.8) $243.8



$758.1 $1,378.9

$105.0 $706.8 $(20.2) $195.9

$587.0 $1,067.3

$ 97.9 $601.0 $(21.6) $121.7

$517.1 $ 864.6











(1) Gross of ceded reinsurance receivable of $45.1 million.

S-6



Exhibit 13
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Management's Discussion and Analysis discusses the Company's
financial condition and results of operations for each of the
three
years in the period ended December 31, 1993. The following is a
description of the Company's Insurance segment and other
operations.
Amounts presented in the discussion and analysis relate only to
continuing operations unless otherwise indicated.

INSURANCE

The Insurance segment consists primarily of a group of
non-standard
private passenger automobile insurance companies (the "NSA
Group")
and a business which sells workers' compensation insurance in
California ("Republic Indemnity"). On May 20, 1993, the Company
purchased Leader National Insurance Company ("Leader National"),
a
writer of non-standard automobile insurance, for $38.0 million.
The
non-standard automobile insurance companies insure risks not
typically accepted for standard automobile insurance coverage
because of the applicant's driving record, type of vehicle, age
or
other criteria. Also, a subsidiary of the Company is engaged in
the
writing of reinsurance.

NON-INSURANCE OPERATIONS

These operations include the manufacture of a variety of
industrial
products and the providing of other industrial services as well
as
energy and real estate operations. In connection with the
Company's
previously announced divestiture effort, two industrial
businesses
were sold during 1993 and one unit was sold in March of 1994.
The
sales of the other two companies are pending. These businesses
do









not comprise reportable industry segments of the Company and,
accordingly, are not reportable as discontinued operations.

LIQUIDITY AND CAPITAL RESOURCES

The Company's management believes the following information may
be
useful in understanding the liquidity and capital resources of
the
Company.


(Dollars in Millions, Except Per Share Amounts)
As of and for the years ended December 31, 1993 1992

1991



Cash, Parent Company short-term investments
and Parent Company fixed maturity
securities $669.2 $498.8
$562.7
Deduct items not readily available for
corporate purposes:
Cash held by the insurance operations (23.2) (26.8)

(8.4)
Securities held in bank escrow accounts (20.2) (65.5)
(15.6)
Private placement notes (14.6) (11.4)

(1.4)
Cash, temporary investments and marketable
securities $611.2 $395.1
$537.3

Total debt as a percentage of total capital 23% 30%

31%

Book value per share of Common Stock $36.30 $32.40
$31.23
Net cash provided by continuing operating
activities $304.1 $217.9
$130.6


The Company's Federal income tax loss carryforward is
available
to offset taxable income and, as a result, the Company's
requirement
to currently pay Federal income tax is substantially eliminated.
It
is expected that the 1993 consolidated Federal income tax return
will report a remaining net operating loss carryforward currently


estimated at approximately $610 million, which will expire at the
end of 1996 unless previously utilized.









The $216.1 million increase during 1993 in the cash,
temporary
investments and marketable securities included in the preceding
table was principally attributable to the Company's sale of its
shares of the common stock of Tejas Gas Corporation ("Tejas") for
net proceeds of $106.6 million, the sale of the Company's defense
services operations for $94.0 million in cash, subject to a post-
closing working capital adjustment, and the Company's sale of its
limited
15

partnership units of Buckeye Partners L. P. ("Buckeye Units")
previously held in the Parent Company investment portfolio (but
not
included in the aggregate of cash, temporary investments and
marketable securities) for approximately $60.9 million. The
Company
also received $39.2 million in cash, including accrued interest,
from the payment by General Cable Corporation ("General Cable")
of
its $36.9 million short-term note issued in connection with the
Company's 1992 spin-off to its shareholders of substantially all
of
the Company's General Cable stock (the "Spin-off") and $26.0
million
from payment of a note plus accrued interest relating to the
prior
sale of an offshore drilling rig. These increases in cash,
temporary investments and marketable securities were partially
offset by the Company's redemption of all of its outstanding 11
percent subordinated debentures due December 15, 1997 for $133.3
million plus accrued interest.


Net Cash Provided by Continuing Operating Activities

During each of the three years in the period ended December 31,
1993, the Company's continuing operations provided significant
financial resources and sufficient cash flow to meet its
operating
requirements. Management expects that the Company's operating
cash
flow and financial resources will continue to be adequate to meet
its operating needs in the short-term and long-term (i.e., more
than
twelve months) future. Cash flows of the Company may be
influenced
by a variety of factors, including changes in the property and
casualty insurance industry, the insurance regulatory environment
and general economic conditions.
Operating cash flow of the insurance operations is dependent
primarily on the growth of written premiums, the requirements for
claim payments and the rate of return achieved on the insurance
investment portfolio. Operating cash flow from the Company's









other
operations is primarily dependent on pre-tax income, adjusted for
non-cash charges such as depreciation and amortization, and the
operating working capital requirements of the businesses.

Net Cash Provided by Continuing Operating Activities (continued)

Cash provided by continuing operating activities in 1993 was
$86.2 million higher than in 1992. This increase resulted
primarily
from an increase in the insurance operations' operating cash flow
at
Republic Indemnity and, to a lesser extent, at the NSA Group.
While
the NSA Group and Republic Indemnity experienced strong written
premium growth during 1993, the favorable impact of such growth
on
the operating cash flow of the NSA Group has been partially
offset
by an increase in claims payments resulting from business
expansion
in previous periods. The payment of a note relating to the prior
sale of an offshore drilling rig, the net proceeds resulting from
the settlement of certain litigation relating to a previously
owned
subsidiary which was included in the General Cable Spin-off and
lower interest payments due to the redemption of the Company's 11
percent subordinated debentures in July 1993 also contributed to
the
improved operating cash flow. These favorable variances were
partially offset by a settlement payment resulting from the
termination of a reinsurance contract, lower operating cash flow
from the Company's industrial operations and lower interest
receipts
on the Parent Company investment portfolio.
During 1993, the insurance operations generated $327.8
million
of operating cash flow, approximately 66 percent of which was
retained by the insurance companies and primarily used to
purchase
investments, principally marketable debt securities, and for the
acquisition of Leader National. The remainder of the cash
provided
by the insurance operations was paid to the Parent Company
principally through intercorporate tax allocation payments. The
Company's insurance subsidiaries are restricted as to the amount
of
stockholder dividends they can pay to the Company without prior
regulatory approval. Under these restrictions, the maximum amount
of
dividends which can be paid to the Company during 1994 by these
subsidiaries is $96.5 million.
Cash provided by continuing operating activities in 1992 was
$87.3 million higher than in 1991. This increase resulted









primarily
from strong growth in written premiums at the NSA Group and, to a
lesser extent, at Republic Indemnity. Cash provided by
continuing
operating activities was also favorably affected by increased
operating results at operations which installed satellite ground
station electronic equipment and by lower administrative costs.
These favorable variances were partially offset by lower
operating
results at operations that manufacture aerial lift trucks and
mobile
tools, higher interest payments resulting from a full year of
interest on the 10 7/8 percent subordinated notes issued in May
1991, and lower interest receipts on the Parent Company
investment
portfolio in the 1992 period versus 1991.
16
Investing and Financing Activity

During 1993, sales of the Parent Company's Tejas shares and
Buckeye
Units, sales of the Company's defense services operations and two
of
the Company's industrial businesses and payment by General Cable
of
its short-term note provided approximately $294 million in the
aggregate. In addition, the Company received $24.0 million from
the
sale of shares of Company Common Stock pursuant to the exercise
of
stock options. During this same period, the Company used $133.3
million to redeem all of its outstanding 11 percent subordinated
debentures, $52.8 million for the payment of the purchase price
contingency relating to the acquisition of the NSA Group,
including
$12.8 million of interest and $40 million of securities deposited
by
the Company at the end of 1992 in a bank escrow account, and
$38.0
million in cash to acquire Leader National. The Company also
used
$38.2 million for the payment of Common Stock dividends, $17.5
million for capital expenditures and $4.5 million for the
purchase
of an investment in an insurance company located in the United
Kingdom. The Company's insurance operations made net purchases
of
investments of $179.9 million during 1993 and the Company used
approximately $165.5 million for net purchases of investments for
the Parent Company investment portfolio.
On February 10, 1994, the Company announced that it is
considering a proposal from American Financial Corporation
("AFC")
for the purchase by the Company of the personal lines insurance









businesses owned by Great American Insurance Company ("GAIC") for
a
proposed purchase price of approximately $380 million in cash.
GAIC's personal lines insurance businesses principally provide
standard private passenger automobile insurance and multiperil
homeowners' insurance. GAIC is a wholly-owned subsidiary of AFC.

Completion of a transaction would be subject to certain
conditions,
including approval by a special committee of the Company's
directors
which has been empowered to negotiate all aspects of the proposed
acquisition, including the proposed purchase price, receipt by
the
Company of an appropriate fairness opinion from an independent
investment banking firm and any required regulatory approvals.
AFC
beneficially owned 40.5 percent of the Company's outstanding
common
shares at December 31, 1993 and AFC's Chairman, Chief Executive
Officer and principal shareholder is Chairman and Chief Executive
Officer of the Company. AFC's proposal would include the
transfer
by GAIC of an investment portfolio consisting principally of
investment grade bonds with a market value of approximately $450
million. GAIC's personal lines businesses reported net earned
premiums of $342 million and $322 million for 1993 and 1992,
respectively. GAIC estimates that on a stand-alone basis the
personal lines businesses had pro forma accident year statutory
combined ratios of 99.0 percent and 99.1 percent for 1993 and
1992,
respectively. GAIC also estimates that the net book value of the
businesses that would be transferred at closing would be
approximately $200 million.
As part of the General Cable Spin-off, the Company retained
a
$255.0 million 9.98% subordinated note due 2007 issued by General
Cable (the "General Cable Note"). Interest due prior to 1998 on
the
General Cable Note may be paid with additional 9.98% subordinated
notes ("Interest Notes") in lieu of cash if certain earnings
levels
are not achieved by General Cable. During 1993, General Cable
paid
100 percent, or $31.8 million, of the interest due on the General
Cable Note with Interest Notes in lieu of cash.
On February 14, 1994, General Cable delivered to the Company
cash and promissory notes issued by a subsidiary of Rowan
Companies,
Inc. ("Rowan") totalling $52.1 million as a partial payment of
the
General Cable notes. The cash portion of the payment was $10.4
million. The Rowan notes, which are guaranteed by Rowan, have a
face value of $41.7 million, an interest rate of 7 percent and









are
due in 1999. Quarterly interest payments are payable in cash
beginning March 31, 1994. The cash and Rowan notes resulted from
the sale by General Cable of its Marathon LeTourneau unit to
Rowan.
As a result of these receipts, the Company credited General Cable
with $48.1 million of principal and interest payments on the
General
Cable notes which resulted in the payment in full of the $31.8
million of Interest Notes and reduced the principal amount of the
General Cable Note to $241.4 million from $255.0 million at
December
31, 1993.
Under the terms of General Cable's revolving credit and
letter
of credit facility with certain commercial banks, General Cable
is
required to exercise its option, if available, to pay interest on
the General Cable Note with Interest Notes in lieu of cash. In
view
of General Cable's consolidated net losses of $57.6 million for
the
twelve months ended December 31, 1993, the Company expects

17
that General Cable will pay approximately $12.0 million of
interest
due on March 31, 1994 with an Interest Note. See Note 2 of Notes
to
Financial Statements for a discussion of the recoverability of
the
General Cable Note and Interest Notes.
On February 16, 1994, the Company called for redemption on
March 25, 1994 all of the outstanding $16.2 million principal
amount
of its 9 1/2 percent subordinated debentures due August 1, 2002
at
the redemption price of 100 percent of the principal amount plus
accrued and unpaid interest through the redemption date. The
Company plans to fund the redemption with internal cash resources
and proceeds from the sale of a portion of the Parent Company's
short-term investments.
At December 31, 1993, the Parent Company investment
portfolio
held unrated or less than investment grade corporate debt
securities, excluding the General Cable notes, with carrying
values
of $19.9 million. At that date, the Company's insurance
operations
held $117.9 million of such unrated or less than investment grade
debt securities and preferred stocks. As a group, unrated or
less
than investment grade investments may be expected to generate
higher









average yields than investment grade securities. However, the
risk
of loss from default by the borrower may be greater with respect
to
such securities because these issuers usually have higher levels
of
indebtedness and may be more sensitive to adverse economic
conditions than are investment grade issuers. In addition, there
is
only a thinly traded secondary market for such securities and
market
quotations are available from a limited number of dealers. In
order
to manage its risk associated with these investments, the Company
limits its investment in unrated or less than investment grade
securities of any one issuer and regularly monitors the condition
of
the issuers and their industries. At December 31, 1993, the
largest
investment of the Company and its insurance operations in such
securities of any one issuer, excluding the General Cable notes,
totaled $13.3 million.
At December 31, 1993, management remained authorized by the
Board of Directors to effect purchases of up to an additional 4.5
million shares of the Company's Common Stock, at market prices,
through privately negotiated transactions or on the open market.
The Company's principal source of cash from investing and
financing activities during 1992 was maturities of the Parent
Company investment portfolio (net of purchases of investments)
which
provided $113.2 million. In addition to $25 million transferred
to
General Cable as part of the Spin-off, the Company used cash of
$36.8 million for Common Stock dividends, $36.8 million for
purchases of shares of Company Common Stock, $14.6 million for
capital expenditures and $13.1 million for the repayment of debt.

The Company's insurance operations made net purchases of
investments
totaling $164.3 million.
During 1991, the Company's principal source of cash from
investing and financing activities was $148.7 million from the
May
issuance of its 10 7/8 percent subordinated notes. Also, the
sale
of the Company's interests in certain oil and gas properties
generated approximately $26 million in cash. The principal uses
of
cash during 1991 were $142.7 million to acquire shares of the
Company's Common Stock and $72.4 million of net purchases of
investments for the Parent Company investment portfolio. In
addition, the Company's insurance operations made net purchases
of
investments totaling $94.7 million, excluding intercorporate









investment transactions.
During each of the three years in the period ended December
31,
1993, the Company's continuing operations did not have large
capital
spending requirements. The Company presently has no plans or
commitments for material capital expenditures.

Borrowing Facilities and Debt Obligations

Because of the Company's balances of cash and temporary
investments
and its positive cash flow from operating activities, the current
borrowing requirements for the Company's existing businesses are
not
significant. At December 31, 1993, the Company's total debt to
total capital ratio decreased to 23 percent from 30 percent at
year-end 1992. The decrease was primarily due to the 1993
redemption of the Company's 11 percent subordinated debentures.
Total capital as defined for this ratio consists of debt,
minority
interests in subsidiaries and common shareholders' equity. On
the
basis of this ratio and other relevant factors, management
believes
that the Company has additional borrowing capacity which may be
available to expand its current businesses or for acquisitions.
The
Company is in compliance with all of its debt covenants, none of
which are materially restrictive.

Adjustments of Estimated Pre-reorganization Liabilities

During 1993 and 1992, the Company increased its accruals for its
net
probable liability for claims and contingencies arising from
events
and circumstances preceding the Company's 1978

18
reorganization. In 1993, the Company accrued $14.0 million for
pre-
reorganization environmental claims and related expenses. In
1992,
the Company accrued $15.0 million for pre-reorganization personal
injury and environmental claims and related expenses. Consistent
with the Company's reorganization accounting policy, such amounts
were charged to capital surplus rather than income. See Notes 1,
11
and 12 of Notes to Financial Statements. In management's
opinion,
the outcome of these claims and contingencies will not,
individually
or in the aggregate, have a material adverse effect on the









Company's
financial condition or results of operations.

Net Cash (to) from Discontinued Operations

During 1993, discontinued operations, which consisted of the
Company's defense services operations, provided $8.3 million of
cash. During the period from January 1, 1992 until the July 1,
1992
date of the General Cable Spin-off, the General Cable businesses
required $36.9 million, principally to fund their working capital
requirements. Also included in cash provided to discontinued
operations for 1992 is $1.3 million to fund expenses related to
the
General Cable Spin-off and $1.6 million received from the defense
services operations. During 1991, cash from discontinued
operations
totaled $68.1 million.

RESULTS OF OPERATIONS

Analysis of Continuing Operations

Income from continuing operations was $242.7 million, or $5.03
per
share, for 1993 as compared with $50.9 million, or $1.08 per
share,
for 1992. Results for 1993 include tax benefits of $132 million,
or
$2.74 per share, attributable to increases in the Company's net
deferred tax asset. Exclusive of the deferred tax asset
adjustment,
income from continuing operations for 1993 was $110.7 million, or
$2.29 per share.
Income from continuing operations before income taxes for
1993
increased to $190.1 million from $84.1 million for the 1992
period.
The increase was principally due to pre-tax gains of
approximately
$80.0 million and $18.5 million, respectively, from the sale of
the
Company's Tejas shares and Buckeye Units, improved operating
results
in the Company's Insurance segment and higher interest and
dividend
income generated from the Parent Company investment portfolio,
partially offset by provisions for expected losses associated
with
the intended divestitures of the Company's non-insurance
operations.
In 1993 and 1992, the Company recognized approximately $25.4
million
and $12.7 million, respectively, of interest on the General Cable









Note, of which $31.8 million in Interest Notes was paid in full
by
General Cable on February 14, 1994. For further information, see
"Liquidity and Capital Resources - Investing and Financing
Activity". Such interest, which is a component of interest and
dividend income, was approximately 13 percent and 15 percent,
respectively, of the Company's 1993 and 1992 income from
continuing
operations before income taxes.
The 1992 income from continuing operations of $50.9 million
increased from $50.2 million reported in 1991, principally due to
higher interest and dividend income generated from the Parent
Company's investments and lower general and administrative
expenses,
partially offset by higher interest expense, a provision for an
environmental claim settlement and slightly lower operating
results.
An increase in income per share from continuing operations
occurred
during 1992, as compared with 1991, largely because fewer average
shares were outstanding during 1992, as compared with the prior
year. Income from continuing operations in 1991 included
restructuring provisions related to certain non-insurance
businesses
and write-downs in the carrying value of certain Parent Company
equity investments, totaling $12.6 million net of tax, or $.26
per
share.

INSURANCE

Revenues in the Insurance segment increased to $1,405.8 million
in
1993 as compared with $1,127.3 million for 1992. The increase
was
primarily due to an increase in earned premiums at both the NSA
Group and Republic Indemnity. Investment income before realized
gains and losses on sales of investments also increased due to
higher average investment balances primarily due to increased
premiums, partially offset by a decrease in the average yield on
the
insurance operations' investment portfolio. Operating income in
1993 increased to $167.4 million as compared with $143.5 million
in
1992, primarily due to improved underwriting results at Republic
Indemnity and higher investment income, partially offset by lower
net realized gains. Net realized gains from sales of investment
securities in the insurance operations' portfolio totaled $17.5
million for 1993 compared with $23.6 million for 1992. See Note
3
of Notes to Financial Statements for further information
regarding
gross realized and unrealized investment gains and losses.









19
Revenues in the Insurance segment increased during 1992, as
compared with 1991, primarily due to an increase in earned
premiums
at both the NSA Group and Republic Indemnity. Investment income
before realized gains and losses on sales of investments also
increased due to higher average investment balances. Operating
income decreased, as compared with 1991, principally due to lower
net gains on sales of investments and the inclusion in 1991
results
of certain one-time purchase accounting benefits. Net realized
gains from sales of investment securities in the insurance
operations' portfolio totaled $23.6 million for 1992 compared
with
$26.5 million in 1991.
Underwriting profitability of the insurance operations is
measured by the combined ratio which, according to generally
accepted accounting principles ("GAAP"), is calculated as the
quotient of (a) the sum of insurance losses and loss adjustment
expenses ("LAE"), policyholder dividends and commissions and
other
insurance expenses, excluding amortization of cost in excess of
net
assets acquired, divided by (b) premiums earned, as reflected in
the
accompanying financial statements. Underwriting results are
generally considered profitable when the combined ratio is under
100
percent. The GAAP combined ratio for the Insurance segment was
96.2
percent in 1993, 97.5 percent in 1992 and 97.0 percent in 1991,
excluding the unusual purchase accounting benefit.
In October 1993, the Clinton Administration introduced in
Congress proposed legislation called the Health Security Act (the
"HSA"), which would guarantee all Americans access to
comprehensive
health care services provided through health plans. If the HSA
were
enacted, health plans would provide medical treatment for
injuries
sustained in the workplace or in an automobile accident.
Workers'
compensation and automobile insurers would continue to be
responsible for the costs of treatment covered by their policies
and
would reimburse health plans for services provided. The HSA also
would create a Commission on Integration of Health Benefits,
which
would study the feasibility and appropriateness of transferring
to
health plans financial responsibility for all medical benefits
covered under workers' compensation and automobile insurance and
would submit a report to the President by July 1, 1995 that would
provide a detailed plan for integration if integration is









recommended. The Company is unable to predict whether or in what
form the HSA will be enacted or, if enacted, what effect it will
have on the Company's insurance operations. However, depending
on
its actual terms, the HSA, and any subsequent legislation
mandating
such integration, could potentially have a material adverse
effect
on the Company's future insurance operations.


NSA Group
In general, automobile coverage written by the NSA Group is sold
to
drivers who have not been accepted for coverage by a writer of
standard risks due to driving history, type of automobile, age of
insured or other factors. Because it can be viewed as a residual
market, the size of the non-standard private passenger automobile
insurance market changes with the insurance environment.
Management
of the Company believes the non-standard market has experienced
significant growth in recent years as standard insurers have
become
more restrictive in the types of risks they will write. During
the
past three years, the NSA Group continued to obtain new licenses
to
write business in additional jurisdictions. Total licenses held
by
the NSA Group have grown by approximately 56 percent during this
time period. Entering additional states, increased market
penetration in its existing states and the purchase of Leader
National have contributed to the significant premium growth
achieved
by the NSA Group during the last three years. Competitive
pressures
in the Company's non-standard automobile insurance markets may
increase in 1994 and there can be no assurance that the annual
increases in written and earned premiums achieved over the past
three years can be sustained in 1994 or beyond.
The NSA Group management believes it has achieved
underwriting
success over the past several years due, in part, to the
refinement
of various risk profiles, thereby dividing the consumer market
into
more defined segments which can either be excluded from coverage
or
surcharged adequately. Highly effective cost control measures,
both
in the underwriting and claims handling areas, further contribute
to
the underwriting profitability of the NSA Group. In addition,
the









NSA Group generally writes policies of short duration which allow
more frequent rating evaluations of individual risks, providing
management greater flexibility in the ongoing assessment of the
business.

The following table presents certain information with
respect
to the NSA Group's insurance operations. The 1991 data excludes
the
unusual purchase accounting benefit of $5.4 million.
20

(Dollars in
Millions)
Years Ended December 31, 1993 1992
1991

Net Written Premiums $901.9 $660.4
$509.8

Net Earned Premiums $804.4 $594.8
$492.3

Loss and LAE 575.8 414.8
343.9
Underwriting Expenses 204.4 156.7
124.5
Underwriting Profit $ 24.2 $ 23.3 $
23.9

GAAP Ratios:
Loss and LAE Ratio 71.6% 69.7%
69.9%
Underwriting Expense Ratio 25.4 26.4
25.2
Combined Ratio 97.0% 96.1%
95.1%

Statutory Ratios:
Loss and LAE Ratio 72.5% 69.7%
70.5%
Underwriting Expense Ratio 24.4 26.1
26.5
Combined Ratio 96.9% 95.8%
97.0%

Total Private Passenger Automobile
Insurance Industry Statutory
Combined Ratio(1) 102.0%(Est.)102.0%
104.7%

(1) Industry information was derived from Best's Insurance
Management Reports Property/Casualty Supplement (January 3,
1994 edition). The comparison shown is to the private









passenger automobile insurance industry. Although the
Company
believes that there is no reliable regularly published
combined ratio data for the non-standard automobile
insurance
industry, the Company believes that such a combined ratio
would present a less favorable comparison in that it would
be
lower than the private passenger automobile industry average
shown above.

The NSA Group reported earned premiums of $804.4
million and
underwriting profit of $24.2 million for 1993 as compared with
1992
amounts of $594.8 million and $23.3 million, respectively. The
growth in both earned premiums and net written premiums of over
35
percent during 1993 was principally due to the pursuit of
business
in new markets and the trend over recent years whereby the
standard
insurers have become more restrictive in the types of risks they
are
willing to write. The acquisition of Leader National in the
second
quarter of 1993 also contributed to the premium growth. The
combined ratio for the NSA Group was 97.0 percent compared with
96.1
percent for 1992. The increase in the combined ratio for 1993
was
primarily caused by rate adjustments which more favorably
affected
1992 underwriting results and an increase in losses in the 1993
first quarter resulting from a more severe winter than in the
prior
period. Partially offsetting these factors was a decrease in the
underwriting expense ratio as growth in earned premiums outpaced
associated expenses.
The NSA Group reported earned premiums of $594.8
million and
underwriting profit of $23.3 million for 1992, as compared with
1991
amounts of $492.3 million and $29.3 million, respectively. The
1991
underwriting results for the NSA Group include the above
mentioned
one-time purchase accounting benefit of $5.4 million. The NSA
Group's 1992 combined ratio was 96.1 percent compared with 95.1
percent for 1991, excluding the unusual benefit. In addition,
1991
was favorably affected by differences between the actual 1991
profitability of the unearned premiums purchased as part of the
acquisition of the NSA Group and estimates thereof made in the









allocation of the purchase price. Excluding the effects of these
differences and the unusual purchase accounting benefit, the 1991
combined ratio of the NSA Group was approximately 97 percent.

Republic Indemnity

Republic Indemnity's workers' compensation insurance
operations are highly regulated by California state authorities.
In
addition, these insurance operations are affected by employment
trends in their markets, litigation activities, legal and medical
costs, use of vocational rehabilitation programs and the filing
of
traditionally non-occupational injuries, such as stress and
trauma
claims. While higher claims costs are ultimately reflected in
premium rates, there historically has been a time lag of varying
periods between the incurrence of higher claims costs and premium
rate adjustments, which may result in periods of unfavorable
underwriting results. Management believes that Republic
Indemnity's
stringent underwriting standards, disciplined claims philosophy,
expense containment and reputation with insureds have combined to
produce superior underwriting results as compared to the industry
in
general.
21
The following table presents certain information with
respect
to Republic Indemnity's insurance operations.


(Dollars in Millions)
Years Ended December 31, 1993 1992
1991

Net Written Premiums $465.8 $397.0
$353.1

Net Earned Premiums $458.5 $394.1
$351.6

Loss and LAE 270.2 261.8
233.7
Underwriting Expenses 70.6 63.3
57.6
Policyholder Dividends 93.2 67.5
58.9
Underwriting Profit $ 24.5 $ 1.5 $
1.4

GAAP Ratios:
Loss and LAE Ratio 59.0% 66.4%
66.4%









Underwriting Expense Ratio 15.4 16.1
16.4
Policyholder Dividend Ratio 20.3 17.1
16.7
Combined Ratio 94.7% 99.6%
99.5%

Statutory Ratios:
Loss and LAE Ratio 59.0% 69.1%
66.5%
Underwriting Expense Ratio 15.4 16.0
16.2
Total Loss and Expense Ratio 74.4 85.1
82.7
Policyholder Dividend Ratio 13.7 11.6
17.7
Combined Ratio 88.1% 96.7%
100.4%

Total Workers' Compensation Industry
Statutory Combined Ratio(1) 111.5%(Est.)121.5%
122.6%

(1) Industry information was derived from Best's Insurance
Management Reports Property/Casualty Supplement (January 3,
1994 edition).

Republic Indemnity reported earned premiums of $458.5
million for
1993 compared with $394.1 million in 1992. An underwriting
profit
of $24.5 million was reported for 1993 as compared with an
underwriting profit of $1.5 million for 1992. The increase in
both
earned premiums and net written premiums of approximately 17
percent
for 1993 was primarily due to improvement in the Company's
relative
competitive position in the industry resulting in part from the
withdrawal of several workers' compensation carriers from the Los
Angeles, California market. In addition, the California State
Fund,
the largest writer of workers' compensation insurance in
California,
reduced its policyholder dividends during 1992 making its program
less attractive to the market. During 1993, Republic Indemnity's
underwriting results benefited from a decrease in the frequency
and
severity of losses, in part due to a reduction in fraudulent
claims,
and a lower underwriting expense ratio as compared with the prior
year. Republic Indemnity had a combined ratio of 94.7 percent
and
99.6 percent for 1993 and 1992, respectively.









In July 1993, California enacted legislation (the
"Reform
Legislation") effecting significant changes in the workers'
compensation insurance system. The Reform Legislation effected
an
immediate overall 7 percent reduction in workers' compensation
insurance premium rates; authorized the Insurance Commissioner to
approve further reductions in premium rates so long as the
further
reduced rates are "adequate"; prohibited the Insurance
Commissioner,
prior to January 1, 1995, from approving any premium rate that is
greater than the reduced rates effected by the Reform
Legislation;
and replaced the workers' compensation insurance minimum rate
law,
effective January 1, 1995, with a procedure permitting insurers
to
use any rate within 30 days after filing it with the Insurance
Commissioner unless the rate is disapproved by the Insurance
Commissioner. On December 1, 1993, the Insurance Commissioner
ordered an additional 12.7 percent minimum premium rate decrease
effective January 1, 1994 for new and renewal policies entered
into
on and after January 1, 1994. The Reform Legislation also
increased
statutory workers' compensation benefits for temporary and
permanent
disability commencing July 1, 1994 and increasing in 1995 and
1996,
expanded the rights of employers under workers' compensation
insurance policies and introduced several reforms intended to
reduce
workers' compensation costs. The reforms include a tightening of
the standards for job-related stress and post-termination claims,
introducing measures designed to curb medical costs, limiting the
frequency of medical-legal evaluations, capping the amount of
compensable vocational rehabilitation expenses and strengthening
penalties for fraudulent claims. The Reform Legislation also
provides for the licensing of "managed" health care organizations
to
provide care for injuries covered by workers' compensation and
generally permits employers to require employees to obtain
medical
services for

22
their work-related injuries for a certain period of time from a
health care organization selected by the employer, unless the
employee chooses to be treated by a physician designated by the
employee prior to the injury.
If the workers' compensation cost savings resulting
from the
Reform Legislation are inadequate to offset the impact of premium









rate reductions, increased benefits and expanded employers'
rights,
the profitability of the Company's workers' compensation
insurance
operations could be adversely affected. Management believes that
this effect may be mitigated by Republic Indemnity's ability to
reduce its relatively high policyholder dividends, although a
reduction in dividends could affect premium volume. In addition,
greater price competition is expected to result when the repeal
of
the minimum premium rates that now govern all workers'
compensation
insurers becomes effective, and Republic Indemnity's operations
could be affected adversely. The Company believes that the
Reform
Legislation's provisions relating to "managed" health care
organizations will probably result in certain workers'
compensation
insurers seeking affiliation, contractual or otherwise, with one
or
more health care organizations. The Company continues to
evaluate
the implications of these provisions but is unable to predict
whether their ultimate impact on its workers' compensation
insurance
operations will be positive or adverse. While Republic Indemnity
has continued to operate on a profitable basis, no assurances can
be
given that it could continue to do so in the face of adverse
regulatory developments.
Republic Indemnity reported earned premiums of $394.1
million
for 1992, a 12 percent increase over 1991 earned premiums of
$351.6
million. Underwriting results remained favorable for these
operations as evidenced by the 1992 combined ratio of 99.6
percent
as compared to 99.5 percent for the 1991 period.

Interest and Dividend Income

Interest and dividend income of the Parent Company investments
increased $7.9 million in 1993, as compared with 1992, due
primarily
to a $14.6 million increase in interest income on the General
Cable
notes largely attributable to the inclusion of a full year of
interest in 1993 as compared with 1992. The interest income on
the
General Cable notes in 1993 consisted of $25.4 million on the
General Cable Note, all of which was paid or is payable with
Interest Notes, $1.2 million of interest on the short-term note
(the
full principal and accrued interest of which was paid in cash on









July 2, 1993) and $1.8 million of interest on the Interest Notes
(payable in cash). For a discussion of the recoverability of the
General Cable Note and Interest Notes and for more information
regarding the payment in full by General Cable of the Interest
Notes
and accrued interest, see Note 2 of Notes to Financial Statements
and "Liquidity and Capital Resources - Investing and Financing
Activity", respectively. The increase in interest income due to
the
General Cable notes was partially offset by lower interest income
on
the Parent Company investment portfolio attributable to a
decrease
in average yields, partially offset by higher average investment
balances, as compared with 1992.
Interest and dividend income of the Parent Company
investments for
1992 and 1991 was $45.5 million and $35.5 million, respectively.
The increase in interest and dividend income for 1992, as
compared
with 1991, was due to 1992 interest income of $13.8 million on
the
General Cable notes (consisting of $12.7 million of interest on
the
General Cable Note paid with an Interest Note and $1.1 million of
interest on the short-term note paid in cash), partially offset
by
reduced average yields on investments during 1992 as compared
with
1991. Also, the 1991 results include net realized losses of $4.3
million on sales of debt securities in the Parent Company
investment
portfolio.
General Cable may elect to pay interest on the General Cable
Note
with Interest Notes if certain earnings levels are not achieved
by
General Cable. The recognition of interest income on the General
Cable notes by the Company is subject to periodic evaluations of
General Cable's financial position, cash flows and operating
results
by the Company's management.

Interest and Debt Expense

Interest and debt expense for 1993 decreased $6.8 million
compared
with 1992 due primarily to the Company's July 30, 1993 redemption
of
all of its 11 percent subordinated debentures.
Interest and debt expense increased to $69.6 million in 1992
from
$65.3 million in 1991, due primarily to the incurrence of
interest









expense for the full year of 1992 on the $150.0 million principal
amount of the Company's 10 7/8 percent subordinated notes which
were issued in May 1991.
23
Other Expense (Income) - Net

Other expense (income) - net consists of the following:


(In Millions)
For the Years Ended December 31, 1993 1992 1991

Settlement of claims and
contingencies, net $ 6.3 $ 6.5 $
(3.2)
Minority interests in earnings
of consolidated subsidiaries (1.5) (1.4)
(.6)
Taxes other than income 6.7 6.7
6.2
Other 4.1 4.3
2.7
Total $ 15.6 $ 16.1 $
5.1

The component, "Settlement of claims and contingencies,
net", in
the above table includes expense in 1993 which was primarily
attributable to a $2 million provision for environmental costs
relating to the Company's previously-owned petroleum products
pipeline operations and to certain litigation settlements, none
of
which are individually, or in the aggregate, material to the
Company's results of operations.
The expense reported in such component in 1992 was primarily
attributable to a $4 million provision recorded in connection
with
an agreement with the U.S. Environmental Protection Agency for
the
settlement of post-reorganization environmental claims relating
to
the clean-up of cadmium contamination at a previously-owned
battery
manufacturing facility. The income reported in such component in
1991 was almost entirely due to the favorable resolutions of
certain
contingencies related to the 1986 sale of the Company's petroleum
products pipeline operations.

Income Taxes

For 1993, the Company recorded an income tax benefit of $52.6
million as compared with income tax expense of $33.2 million and
$29.2 million for 1992 and 1991, respectively. The 1993 benefit









is
attributable to an increase of $132.0 million in the Company's
net
deferred tax asset due to revisions to the estimated future
taxable
income during the Company's tax loss carryforward period. For
more
information concerning these adjustments, see Note 7 of Notes to
Financial Statements.
As of December 31, 1993, the Company's gross deferred
tax
asset was $491.0 million, which after a valuation allowance of
$195.2 million resulted in a net deferred tax asset of $295.8
million. The net deferred tax asset represents the portion of
the
gross deferred tax asset which management believes is more likely
than not to be realized consistent with the recognition criteria
as
set forth in Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes".
Management believes that it is more likely than not
that the
net deferred tax asset at December 31, 1993 will be realized
primarily through the generation of taxable income during the
loss
carryforward period. This belief derives from an analysis of
estimated future taxable income based on certain assumptions
concerning future events during the loss carryforward period.
The
estimate of future taxable income used in determining the net
deferred tax asset is not necessarily indicative of the Company's
future results of operations. As is the case with any estimate
of
future results, there will be differences between assumed and
actual
economic and business conditions of future periods. Moreover,
the
estimate may also be affected by unpredictable future events,
including but not necessarily limited to changes in the Company's
capital structure and future acquisitions and dispositions.
Therefore, the analysis of estimated future taxable income will
be
reviewed and updated periodically, and any required adjustments,
which may increase or decrease the net deferred tax asset, will
be
made in the period in which the developments on which they are
based
become known. Management believes that any future adjustments in
the net deferred tax asset will not be as significant as those
reported in 1993.
The increase in income tax expense in 1992, as compared
with
1991, is primarily due to a higher 1992 effective tax rate
coupled









with an increase in the Company's 1992 pre-tax income. Income
tax
expense for 1991 also includes a $2.0 million benefit from
adjustments to the Company's provision for deferred state taxes.
24
AMERICAN PREMIER UNDERWRITERS, INC. AND CONSOLIDATED SUBSIDIARIES
SELECTED CONSOLIDATED FINANCIAL DATA



(Dollars in Millions, Except Per Share Amounts and Ratios)


1993 1992

1991 1990 1989


Income Statement Data:(1)
Net Written Premiums $1,378.9 $1,067.3
$ 864.6 $ 345.1 $ 220.9

Insurance Revenues:
Premiums Earned $1,273.6 $ 998.7
$ 845.6 $ 342.0 $ 231.1
Net Investment Income 114.7 105.0

97.9 51.6 36.8
Net Realized Gains (Losses) 17.5 23.6

26.5 (9.0) 3.1
Other Revenues 357.5 297.6

305.4 395.3 400.0
Total Revenues $1,763.3 $1,424.9
$1,275.4 $ 779.9 $ 671.0

Income from Continuing Operations
before Income Taxes:
Insurance Operations $ 167.4 $ 143.5
$ 144.5 $ 36.8 $ 37.4
Other Operations 22.7 (59.4)

(65.1) 58.8 103.6
$ 190.1 $ 84.1
$ 79.4 $ 95.6 $ 141.0

Income from Continuing Operations(2) $ 242.7 $ 50.9
$ 50.2 $ 62.9 $ 92.6
Income from Continuing Operations
Per Share(2) $ 5.03 $ 1.08
$ 1.03 $ 1.03 $ 1.32

Balance Sheet Data
(at year-end):(1)
Investments Held by Insurance


Operations $1,602.7 $1,304.2
$1,121.9 $ 997.2 $ 488.3
Cash, Temporary Investments and Marketable
Securities Other Than Those of Insurance









Operations 611.2 395.1

537.3 458.6 1,146.7
Total Assets 4,049.6 3,486.2
3,330.0 3,280.1 2,962.9
Unpaid Losses and Loss Adjustment
Expenses, Policyholder Dividends
and Unearned Premiums 1,425.5 1,069.0

889.5 823.4 457.5
Debt 523.2 656.1

665.9 516.2 374.0
Common Shareholders' Equity 1,722.3 1,502.8
1,479.0 1,634.2 1,826.8
Book Value Per Share of Common Stock 36.30 32.40

31.23 31.00 27.84
Total Debt to Total Capital 23% 30%

31% 24% 17%

Certain Financial Ratios
and Other Data:
Cash Dividends Declared Per Share
of Common Stock $ .85 $ .81
$ .71 $ .53 $ .42
Statutory Surplus of Insurance
Operations $ 567.3 $ 453.6
$ 392.9 $ 345.0 $ 157.7
Statutory Net Written Premiums to
Statutory Surplus(3) 2.4x 2.3x

2.3x 2.2x 2.0x
GAAP Combined Ratio 96.2% 97.5%

97.0% 99.9% 101.6%
Statutory Combined Ratio 94.0% 96.5%

98.5% 100.1% 98.1%
Industry Statutory Combined Ratio for
Property and Casualty Insurers(4) 109.2% 115.8%

108.8% 109.6% 109.2%

(1) The Company's principal insurance operations were acquired
on
March 31, 1989 and December 31, 1990 in business
acquisitions
accounted for as purchases. Results of operations of the
acquired businesses are included from the effective dates of
the acquisitions and the net assets of the acquired
companies
are included as of the effective dates. Year-to-year
comparisons are also affected by business dispositions and
by


restructuring provisions and certain unusual charges. See
Note 2 of Notes to Financial Statements and "Management's
Discussion and Analysis - Results of Operations" for further
information.
(2) The 1993 results include a $132 million, or $2.74 per share,
tax benefit attributable to an increase in the Company's net
deferred tax asset. See Note 7 of Notes to Financial









Statements and "Management's Discussion and Analysis -
Results
of Operations".
(3) For 1989 and 1990, the writings to surplus ratio is based on
statutory surplus of Republic Indemnity only, excluding the
statutory surplus of the NSA Group, which was acquired on
December 31, 1990 and a reinsurance subsidiary which had
insignificant written premiums in both years.
(4) Ratios for 1989 and 1990 are derived from A.M. Best's
Aggregates and Averages Property/Casualty (1992 edition).
The
ratios for 1991 and 1992 and the ratio estimate for 1993 are

derived from Best's Insurance Management Reports
Property/Casualty Supplement (January 3, 1994 edition).
25
AMERICAN PREMIER UNDERWRITERS, INC. AND CONSOLIDATED SUBSIDIARIES


INCOME STATEMENT
For the years
ended December 31,
(In Millions, Except Per Share Amounts) 1993
1992 1991



Revenues
Insurance operations
Premiums earned $1,273.6 $
998.7 $ 845.6
Net investment income 114.7
105.0 97.9
Net realized gains 17.5
23.6 26.5
Other operations
Net sales 198.3
255.4 279.7
Interest and dividend income 53.4
45.5 35.5
Net realized gains (losses) 105.8
(3.3) (9.8)
1,763.3
1,424.9 1,275.4
Expenses
Insurance operations
Losses 726.9
579.5 488.9
Loss adjustment expenses 130.0
107.1 90.4
Commissions and other insurance
expenses 288.3
229.7 187.3
Policyholder dividends 93.2
67.5 58.9









Other operations
Cost of sales 88.9
143.8 157.6
Operating expenses 105.7
107.3 105.9
Corporate and administrative expenses 20.2
20.2 25.8
Interest and debt expense 62.8
69.6 65.3
Gain on issuance of common stock
by a subsidiary -
- (.2)
Provision for loss on sale of subsidiaries
and asset impairment 41.6
- 11.0
Other expense (income), net 15.6
16.1 5.1
1,573.2
1,340.8 1,196.0

Income from continuing operations before
income taxes 190.1
84.1 79.4
Income tax (expense) benefit 52.6
(33.2) (29.2)

Income from continuing operations 242.7
50.9 50.2
Discontinued operations:
Income (loss) from discontinued
operations 2.8
1.7 (47.6)
Loss on disposal (13.5)
- -
Cumulative effect of accounting change -
252.8 -
Net income $ 232.0 $
305.4 $ 2.6

Earnings per share data:
Continuing operations $ 5.03 $
1.08 $ 1.03
Discontinued operations (.22)
.04 (.98)
Cumulative effect of accounting change -
5.36 -
$ 4.81 $
6.48 $ .05

Weighted average number of common shares 48.2
47.2 48.7











SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
26

AMERICAN PREMIER UNDERWRITERS, INC. AND CONSOLIDATED SUBSIDIARIES


BALANCE SHEET
(In Millions, Except Share Data) December
31,
1993
1992

Assets

Investments held by insurance operations
Fixed maturity securities
Held for investment-stated at amortized
cost (market $1,173.0 and $951.2) $1,113.0 $
924.2
Available for sale-stated at market
(cost $408.7 and $310.1) 432.8
325.8
Short-term investments 56.9
44.1
Equity in affiliates -
10.1
1,602.7
1,304.2
Parent Company investments



Fixed maturity securities
Held for investment-stated at amortized
cost (market $251.7 and $252.7) 248.9
250.8
Short-term investments 387.9
211.8
General Cable Corporation notes 286.8
255.0
Equity in affiliates 20.1
83.7
943.7
801.3

Cash 32.4
36.2
Accrued investment income 43.4
41.9
Agents' balances and premiums receivable 289.9
198.4
Reinsurance receivable 47.6
-
Other receivables 51.4









57.4
Deferred policy acquisition costs 77.4
50.4
Property, plant and equipment 95.2
97.6
Cost in excess of net assets acquired 406.8
368.4
Deferred tax asset 295.8
245.4
Net assets of discontinued operations 9.8
111.5
Other assets 153.5
173.5
Total $4,049.6
$3,486.2


Liabilities And Common Shareholders' Equity

Unpaid losses and loss adjustment expenses $ 961.4 $
763.5
Policyholder dividends 111.8
81.2
Unearned premiums 352.3
224.3
Debt 523.2
656.1
Minority interests in subsidiaries 15.1
16.6
Accounts payable and other liabilities 363.5
241.7
Total liabilities 2,327.3
1,983.4

Common Stock, $1.00 par value - outstanding or
issuable 47,446,094 and 46,382,170 shares 47.4
46.4
Capital surplus 746.2
738.9
Retained earnings (from October 25, 1978) 912.3
707.0
Net unrealized gains on investments 16.4
10.5
Total common shareholders' equity 1,722.3
1,502.8
Total $4,049.6
$3,486.2




SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
27











AMERICAN PREMIER UNDERWRITERS, INC. AND CONSOLIDATED SUBSIDIARIES

STATEMENT OF CASH FLOWS

For
the years ended

December 31,
(In Millions) 1993

1992 1991


Cash flows of operating activities:
Income from continuing operations $ 242.7
$ 50.9 $ 50.2
Adjustments to reconcile income from continuing
operations to net cash provided by continuing
activities
Deduction in lieu of current Federal
income tax -

- 24.3
Deferred Federal income tax (57.9)

28.9 -
Depreciation, depletion and amortization 32.8

33.5 34.2
Net gain on disposals of businesses, investments
and property, plant and equipment (80.6)

(19.2) (10.9)
Changes in assets and liabilities, excluding
effects of acquisitions and divestitures of
businesses
Increase in receivables (96.9)

(47.2) (5.7)
(Increase) decrease in other assets 6.7

8.3 (33.5)
Increase (decrease) in accounts payable and
other liabilities 12.7

(16.9) (.4)
Increase in unpaid losses and loss
adjustment expenses 94.8

99.6 62.2
Increase (decrease) in policyholder
dividends 30.4

11.7 (3.1)
Increase in unearned premiums 105.7



68.6 19.0
Litigation settlement 15.6

- -
Other, net (1.9)

(.3) (5.7)
Net cash flows of operating activities 304.1

217.9 130.6
Cash flows of investing activities:









Purchases of investments (735.5)
(1,009.2) (1,014.3)
Sales and maturities of investments 734.3

712.5 904.5
Net (increase) decrease in temporary investments (139.8)

220.6 (87.3)
Acquisitions of businesses, net of cash acquired (95.3)

- (2.3)
Capital expenditures (17.5)

(14.6) (19.7)
Sales of businesses 89.7

- -
Other, net (1.4)

2.0 22.2
Net cash flows of investing activities (165.5)

(88.7) (196.9)
Cash flows of financing activities:
Repayment of debt (135.1)

(13.1) (4.5)
Common Stock dividends (38.2)

(36.8) (32.3)
Exercise of stock options and conversion of
Career Shares 24.0

12.6 11.6
Purchases of Company Common Stock (1.9)

(36.8) (142.7)
Issuance of debt 1.8

3.1 151.8
Other, net (1.3)

.2 (1.0)
Net cash flows of financing activities (150.7)

(70.8) (17.1)

Net cash flows from continuing operations (12.1)

58.4 (83.4)
Net cash (to) from discontinued operations 8.3

(36.6) 68.1

Increase (decrease) in cash (3.8)


21.8 (15.3)
Cash - beginning of year 36.2

14.4 29.7
Cash - end of year $ 32.4
$ 36.2 $ 14.4

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
28

AMERICAN PREMIER UNDERWRITERS, INC. AND CONSOLIDATED
SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS










1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Effective March 25, 1994, the Company changed its corporate name
from The Penn Central Corporation to American Premier
Underwriters,
Inc. in order to better reflect its new identity as a property
and
casualty insurance specialist.

Principles of Consolidation
All majority-owned subsidiaries are consolidated, with the
exception
of the Company's defense services operations sold in August, 1993
and those businesses included in the 1992 Spin-off to the
Company's
shareholders of the Company's principal manufacturing operations
which have been classified as discontinued operations.
Intercompany
transactions and balances are eliminated. Certain amounts in the
consolidated financial statements for years prior to 1993 have
been
reclassified to conform to the current presentation.

Revenue Recognition
Premiums are earned ratably over the terms of the insurance
policies, net of reinsurance ceded.

Income Taxes
Effective January 1, 1992, the Company elected to adopt Statement
of
Financial Accounting Standards ("SFAS") No. 109, "Accounting for
Income Taxes". Prior years' financial statements have not been
restated to apply the provisions of this pronouncement. In
periods
prior to January 1, 1992, to the extent that no Federal income
tax
was payable because of the pre-reorganization net operating loss
carryforward or tax losses attributable to disposition of pre-
reorganization assets and liabilities, a deduction in lieu of
current Federal income tax (which was not accruable or payable)
was
made from income and credited to capital surplus. Due to the
Company's adoption of SFAS No. 109, this presentation has been
discontinued. Refer to Note 7 for further explanation of the
adoption of SFAS No. 109 and the cumulative effect of the
accounting
change.

Investments
During 1992, the Company revised its accounting policy for all
investments in fixed maturity securities. Such securities which
will be held for indefinite periods of time are classified as
available for sale and are stated at market value, with net
unrealized gains or losses (net of deferred income taxes)









credited
or charged to shareholders' equity. Investments in fixed
maturity
securities which the Company has both the intent and the ability
to
hold to maturity are stated at cost, adjusted for amortization of
discount or premium unless there is an impairment of value which
is
determined to be other than temporary, in which case they are
carried at estimated net realizable value. In certain limited
circumstances, such as individual issuer credit deterioration, a
major business combination or disposition or if required by
insurance or other regulators, the Company may dispose of such
investments prior to their scheduled maturities. The Company is
not
aware of any such circumstances which would be likely to cause a
material amount of fixed maturity securities currently classified
as
held for investment to be sold prior to maturity. Short-term
investments are carried at amortized cost which approximates
market
value. The Company uses the "specific identification" method of
determining the cost of investments sold. For further
information,
see Notes 3 and 4.

Property, Plant and Equipment
Property, plant and equipment are stated at cost. Depreciation
is
provided principally using the straight-line method over the
expected useful lives of the assets. Upon sale or retirement of
significant assets, the cost and related accumulated depreciation
are eliminated from the accounts, as applicable, and the
resulting
gain or loss is included in income.

Cost in Excess of Net Assets Acquired
The excess of the acquisition cost over the net assets of
businesses
acquired is being amortized using the straight-line method over
periods not exceeding 40 years. At December 31, 1993 and 1992,
accumulated amortization of cost in excess of net assets acquired
totaled $42.9 million and $37.5 million, respectively.

Deferred Policy Acquisition Costs
Deferred policy acquisition costs applicable to unearned premiums
are computed on a basis which gives recognition to underwriting
expenses (commissions, premium taxes and certain other
underwriting
costs), loss, loss adjustment expense and policyholder dividend
ratios and the anticipated expenses necessary to maintain
policies
in force. The deferred costs are limited to the difference
between









unearned premiums and expected related losses, loss

29
adjustment expenses and policyholder dividends, with subsequent
amortization to income occurring ratably over the terms of the
related policies. Limits on deferred costs are calculated
separately for significant lines of business without any
consideration for anticipated investment income.

Unpaid Losses and Loss Adjustment Expenses
The net liabilities stated for unpaid losses and loss adjustment
expenses are based on (a) the accumulation of case estimates for
losses reported on the direct business written; (b) estimates
received from ceding reinsurers and insurance pools and
associations; (c) estimates of unreported losses based on past
experience, and (d) estimates of expenses for investigating and
adjusting claims based on experience. These liabilities are
subject
to the impact of changes in claim amounts and frequency and other
factors. In spite of the variability inherent in such estimates,
management believes that the recorded liabilities for unpaid
losses
and loss adjustment expenses are adequate. Changes in estimates
of
the liabilities for unpaid losses and loss adjustment expenses
are
included in income in the period in which determined.

Policyholder Dividends
Dividends payable to policyholders represent management's
estimate
of amounts payable on participating policies which share in
favorable underwriting results. The estimate is accrued during
the
period in which the related premium is earned. Changes in
estimates
are included in income in the period determined. Policyholder
dividends do not become legal liabilities unless and until
declared
by the boards of directors of the insurance companies.

Unearned Premiums
Unearned premiums represent that portion of premiums written
which
is applicable to the unexpired terms of policies in force,
generally
computed by the application of daily pro rata fractions. On
reinsurance assumed, unearned premiums are based on reports
received
from the ceding reinsurers and insurance pools and associations.

Reinsurance
Portions of the Company's policy coverages are reinsured under
contracts with various reinsurers. The more significant









contracts
represent excess of loss treaties designed to limit the Company's
potential liability on significant policy coverages. Reinsurance
contracts do not relieve the Company from its obligations to
policyholders. Effective January 1, 1993, the Company adopted
SFAS
No. 113, "Accounting and Reporting for Reinsurance of
Short-Duration
and Long-Duration Contracts". This statement requires ceding
insurers to (a) report separately as assets estimated reinsurance
receivables arising from reinsurance contracts and amounts paid
to
reinsurers relating to the unexpired portions of such contracts
and
(b) include corresponding amounts in unpaid losses and loss
adjustment expenses on a gross basis. Prior to the adoption of
SFAS
No. 113, assets related to reinsurance activities were recorded
as
reductions to the liabilities stated for unpaid losses and loss
adjustment expenses and unearned premiums. Financial statements
of
prior periods have not been restated to reflect the provisions of
this statement.
Income on reinsurance contracts is recognized based on
reports
received from ceding reinsurers and insurance pools and
associations.

Capital Surplus
Adjustments to claims and contingencies arising from events or
circumstances preceding the Company's 1978 reorganization are
reflected in capital surplus if the adjustments are not clearly
attributable to post-reorganization events or circumstances.
Such
pre-reorganization claims and contingencies consist principally
of
personal injury claims by former employees of the Company's
predecessor and claims relating to the generation, disposal or
release into the environment of allegedly hazardous substances
arising out of railroad operations disposed of prior to the 1978
reorganization. In periods prior to January 1, 1992, the
deduction
in lieu of current Federal income tax was credited to capital
surplus.

Fair Value of Financial Instruments
Financial instruments are defined as cash, evidence of an
ownership
interest in an entity, or contracts relating to the receipt,
delivery or exchange of financial instruments. The estimated
fair
value amounts of the Company's financial instruments have been
determined by the Company using available market information and









appropriate valuation methodologies. However, considerable
judgement is necessarily required in interpreting market data to
develop the estimates of fair value. Accordingly, the estimates
presented herein are not necessarily indicative of the amounts
that
the Company could realize in current market transactions.

30
The use of different market assumptions and/or estimation
methodologies may have a material effect on the estimated fair
value
amounts. In addition, the fair value estimates presented herein
are
based on pertinent information available to management as of
December 31, 1993. Although management is not aware of any
factors
that would significantly affect the estimated fair value amounts,
such amounts have not been comprehensively revalued for purposes
of
these financial statements since that date and, therefore,
current
estimates of fair value may differ significantly from the amounts
presented herein. The terms "fair value" and "market value" are
used interchangeably in the financial statements and the notes
thereto. Unless otherwise denoted, stated values of financial
instruments approximate fair value.

New Accounting Pronouncements
In May 1993, the Financial Accounting Standards Board ("FASB")
issued SFAS No. 115, "Accounting for Certain Investments in Debt
and
Equity Securities", which the Company is required to adopt no
later
than 1994. The Company's planned adoption of SFAS No. 115 during
1994 is not expected to have a material effect on the Company's
financial position or results of operations.
In November 1992, the FASB issued SFAS No. 112, "Employers'
Accounting for Postemployment Benefits", which the Company is
required to adopt no later than 1994. An actuarial evaluation of
the Company's postemployment benefits has been prepared. Based
on
this evaluation, the Company's planned adoption of SFAS No. 112
during 1994 is not expected to have a material effect on the
Company's financial position or results of operations.

2. ACQUISITIONS AND DIVESTITURES

On February 10, 1994, the Company announced that it is
considering
a proposal from American Financial Corporation ("AFC") for the
purchase by the Company of the personal lines insurance
businesses
owned by Great American Insurance Company ("GAIC") for a proposed
purchase price of approximately $380 million in cash. GAIC's









personal lines insurance businesses principally provide standard
private passenger automobile insurance and multiperil homeowners'
insurance. GAIC is a wholly-owned subsidiary of AFC. Completion
of
a transaction would be subject to certain conditions, including
approval by a special committee of the Company's directors which
has
been empowered to negotiate all aspects of the proposed
acquisition,
including the proposed purchase price, receipt by the Company of
an
appropriate fairness opinion from an independent investment
banking
firm, and any required regulatory approvals. AFC beneficially
owned
40.5 percent of the Company's outstanding common shares at
December
31, 1993 and AFC's Chairman, Chief Executive Officer and
principal
shareholder is Chairman and Chief Executive Officer of the
Company.
AFC's proposal would include the transfer by GAIC of an
investment
portfolio consisting principally of investment grade bonds with a
market value of approximately $450 million. GAIC's personal
lines
businesses reported net earned premiums of $342 million and $322
million for 1993 and 1992, respectively. GAIC estimates that on
a
stand-alone basis the personal lines businesses had pro forma
accident year statutory combined ratios of 99.0 percent and 99.1
percent for 1993 and 1992, respectively. GAIC also estimates
that
the net book value of the businesses that would be transferred at
closing would be approximately $200 million.

Leader National
On May 20, 1993, the Company purchased Leader National Insurance
Company ("Leader National") for $38 million in cash. Leader
National writes non-standard private passenger automobile
insurance
and, to a lesser extent, non-standard commercial automobile
insurance. The acquisition was accounted for as a purchase and
the
purchase price was allocated to the identifiable net assets of
Leader National based upon an estimate of their fair values. The
purchase price was approximately equal to the fair value of the
net
assets acquired. Leader National's assets, liabilities and
results
of operations are included with those of the Company's other
private
passenger automobile insurance companies as of the purchase date.









Sale of Non-insurance Businesses
On November 9, 1993, the Company sold all of its 1,982,646 shares
of
the common stock of Tejas Gas Corporation ("Tejas") in an
underwritten public offering for net proceeds of $106.6 million.
The Company's pre-tax gain from the sale was approximately $80.0
million.
On August 25, 1993, the Company sold its defense
services
operations, excluding certain real estate being retained for sale
by
the Company, to Tracor, Inc. for $94 million in cash, subject to
a
post-closing working capital adjust
31
ment. As a result of the sale, the Federal Systems segment has
been
classified as discontinued operations for all periods presented.
On May 25, 1993, the Company sold all of its 2,308,900
limited
partnership units of Buckeye Partners, L.P. ("Buckeye Units") in
an
underwritten public offering for net proceeds of $71.6 million,
of
which $10.7 million was related to Buckeye Units held in the
insurance operations' investment portfolio and $60.9 million was
attributable to Buckeye Units held in the Parent Company
investment
portfolio. The Company's pre-tax gain from the sale was
approximately $18.5 million. Of this amount, $2.8 million is
related to the insurance operations' investments and accordingly,
is
included in "net realized gains" from insurance investments. The
balance of $15.7 million, attributable to the Parent Company
investments, is included in "net realized gains (losses)".
The intended divestitures of businesses announced in
December
1992 included five small diversified industrial companies, two of
which were sold during 1993 for cash and notes aggregating $8
million. For 1993, the operations sold and to be sold had
aggregate
sales of $107.2 million and operated at break-even. At December
31,
1993, the aggregate book value of the three businesses remaining
to
be sold was $36.1 million, net of a provision recorded in 1993 to
adjust such book value to net realizable value.
In December 1992, the Company sold G&H Technology, Inc.
for a
note of approximately $11.0 million.

Spin-off of Principal Manufacturing Operations
On July 1, 1992, substantially all of the stock of the Company's
subsidiary, General Cable Corporation ("General Cable"), which









had
been formed to own the Company's wire and cable, materials
handling
machinery and equipment and marine equipment manufacturing
businesses (the "General Cable Businesses"), was spun off to the
Company's shareholders (the "Spin-off"). As a result of the
Spin-
off, the General Cable Businesses have been classified as
discontinued operations for all periods presented.
As part of the Spin-off, the Company retained a $255
million
9.98 percent subordinated note due 2007 issued by General Cable
(the
"General Cable Note"), and also retained approximately 11.6
percent
of the General Cable shares ("Retained Shares") for satisfaction
of
General Cable options granted by the Company to holders of
Company
stock options and Career Shares and for distribution from time to
time under the Company's 1978 Plan of Reorganization. At
December
31, 1993, AFC owned 44.6 percent of the outstanding shares of
General Cable, excluding the Company's Retained Shares. Interest
due prior to 1998 on the General Cable Note may be paid with
additional notes ("Interest Notes") in lieu of cash if certain
earnings levels are not achieved by General Cable. Specifically,
if
General Cable's consolidated net income for the twelve-month
period
ending on June 30 or December 31, as the case may be, immediately
preceding any interest payment date is less than $5.0 million,
General Cable may elect to pay up to 50 percent of such interest
with additional notes. If General Cable has a consolidated net
loss
exceeding $2.5 million for such twelve-month period, it may elect
to
pay up to 100 percent of such interest with additional notes.
During 1993, General Cable paid 100 percent, or $31.8 million, of
the interest due on the General Cable Note with Interest Notes in
lieu of cash.
On February 14, 1994, General Cable delivered to the
Company
cash and promissory notes issued by a subsidiary of Rowan
Companies,
Inc. ("Rowan") totalling $52.1 million as a partial payment of
the
General Cable notes. The cash portion of the payment was $10.4
million. The Rowan notes, which are guaranteed by Rowan, have a
face value of $41.7 million, an interest rate of 7 percent and
are
due in 1999. Quarterly interest payments are payable in cash
beginning March 31, 1994. The cash and Rowan notes resulted from
the sale by General Cable of its Marathon LeTourneau unit to









Rowan.
As a result of these receipts, the Company credited General Cable
with $48.1 million of principal and interest payments on the
General
Cable notes which resulted in the payment in full of the $31.8
million of Interest Notes and reduced the principal amount of the
General Cable Note to $241.4 million from $255.0 million at
December
31, 1993.
Under the terms of General Cable's revolving credit and
letter
of credit facility with certain commercial banks, General Cable
is
required to exercise its option, if available, to pay interest on
the General Cable Note with Interest Notes in lieu of cash. In
view
of General Cable's consolidated net losses of $57.6 million for
the
twelve months ended December 31,1993, the Company expects that
General Cable will pay approximately $12.0 million of interest
due
on

32
March 31, 1994 with an Interest Note. One-third of the principal
amount of each Interest Note, plus accrued interest, is due and
payable on each of the fourth, fifth and sixth anniversary dates
of
its issuance.
The principal of the General Cable Note is scheduled to
be
repaid as follows: $12.75 million on September 30, 1998 and
September 30, 1999; $25.5 million on September 30 in each of the
years 2000 through 2006; and the remaining unpaid balance on
September 30, 2007. Management has been unable to obtain
sufficient
objective information required to reliably estimate the fair
value
of the General Cable Note and the Interest Notes (collectively
the
"Notes") at December 31, 1993. In particular, General Cable does
not have any outstanding publicly traded debt instruments, nor
does
General Cable have a public debt rating. In addition, the cash
flow
required by the provisions of the General Cable Note can not be
accurately projected, and there are no readily available
comparable
instruments actively trading in the public debt markets.
Accordingly, management concluded that determination of the
estimated fair value of the Notes is impracticable at December
31,
1993.
The Company's management has evaluated the









recoverability of
the Notes held at December 31, 1993 and does not believe, based
on
available evidence, that it is probable that the Notes are
impaired.
In arriving at this conclusion, the Company considered, among
other
things, the following data as reported by General Cable at
December
31, 1993: its debt to capital ratio; its cash and net working
capital position and its cash flow and liquidity since the date
of
the Spin-off; its property, plant and equipment, net of
accumulated
depreciation; its tangible net assets, before deducting the
amount
of the Notes and its operating results.
Under the terms of an intercompany agreement between
the
Company and General Cable, the net advances from the Company to
the
General Cable Businesses between January 1, 1992 and the date of
the
Spin-off, aggregating $36.9 million, were converted into a short-
term note ("Short-Term Note"), payable to the Company in full on
or
before June 30, 1993, including interest. In July 1993, General
Cable entered into a three-year $65 million revolving credit and
letter of credit facility with certain commercial banks which
enabled General Cable to repay in full to the Company the
Short-Term
Note and accrued interest thereon in the amount of $39.2 million
on
July 2, 1993.
The principal pro forma effect on the Company's 1992
pre-tax
income from continuing operations, assuming the Spin-off had
occurred on January 1, 1991, is the inclusion of interest income
attributable to the General Cable Note and Short-Term Note for
the
six months ended June 30, 1992. Assuming a prime rate of 6
percent
per annum for the Short-Term Note, such income would have added
$13.8 million, or $.18 per share, for 1992 and $27.7 million, or
$.40 per share, for 1991.

Discontinued Operations

Discontinued operations includes the following:


Years Ended December 31, 1993 1992
1991










Revenues:
Federal Systems $274.8 $414.0 $
419.7
General Cable Businesses - 469.3
1,024.5
$274.8 $883.3
$1,444.2

Pre-tax Income (Loss):
Federal Systems $ 4.8 $ 18.9 $
19.7
General Cable Businesses - (19.5)
(91.2)
$ 4.8 $ (.6) $
(71.5)

Income (Loss) from
Discontinued Operations:
Federal Systems $(10.7) $ 11.2 $
13.2
General Cable Businesses - (9.5)
(60.8)
$(10.7) $ 1.7 $
(47.6)

Income (Loss) Per Share from
Discontinued Operations:
Federal Systems $ (.22) $ .24 $
.27
General Cable Businesses - (.20)
(1.25)
$ (.22) $ .04 $
(.98)

The loss from discontinued operations in 1993 includes
a loss
on disposal of the former Federal Systems segment of $13.5
million,
or $.28 per share, primarily attributable to a reduction of
deferred
tax assets. For 1992, results of the General Cable Businesses
were
for the six months ended June 30, 1992, up to the Spin-off date.
The
loss from discontinued operations in 1991 includes provisions for
restructuring and consolidation of facilities and the write-down
of
goodwill within the wire and cable operations of the General
Cable
Businesses totaling $57.7 million, or $1.18 per share.
33

3. INSURANCE OPERATIONS









Investments of Insurance Operations
Amortized cost, gross unrealized gains and losses and market
values
of the insurance operations' investments in fixed maturity
securities at December 31, 1993 and 1992 are presented in the
tables
below.
Included at December 31, 1993 are unrated or less than
investment grade corporate securities with a carrying value of
$117.9 million (market value $122.4 million). Investments of
insurance operations also include a net receivable for securities
sold but not settled of $.1 million at December 31, 1993 and a
net
payable for securities purchased but not settled of $3.8 million
at
December 31, 1992.


Gross Gross
Amortized Unrealized Unrealized

Market
December 31, 1993 Cost Gains Losses

Value
(In Millions)



Held for investment
Corporate securities $ 826.7 $ 50.8 $ 2.6

$ 874.9
Public utilities 192.1 7.5 .5

199.1
Mortgage-backed securities 85.9 3.6 -

89.5
State and local obligations 8.3 1.2 -

9.5
Total held for investment 1,113.0 63.1 3.1

1,173.0

Available for sale
Corporate securities 267.2 17.4 1.8

282.8
Public utilities 22.1 1.1 .2

23.0
Mortgage-backed securities 62.1 4.2 .1

66.2


U.S. government securities 51.5 3.3 -

54.8
State and local obligations 5.7 .2 -

5.9
Total available for sale 408.6 26.2 2.1

432.7

Total fixed maturity
securities $1,521.6 $ 89.3 $ 5.2









$1,605.7



Gross Gross
Amortized Unrealized Unrealized

Market
December 31, 1992 Cost Gains Losses

Value
(In Millions)
Held for investment
Corporate securities $ 635.8 $ 22.7 $ 3.0

$ 655.5
Public utilities 184.3 5.4 .2

189.5
Mortgage-backed securities 95.0 1.6 .6

96.0
State and local obligations 9.1 1.1 -

10.2
Total held for investment 924.2 30.8 3.8

951.2

Available for sale
Corporate securities 192.0 9.2 .4

200.8
Public utilities 16.9 .6 -

17.5
Mortgage-backed securities 60.9 3.4 -

64.3
U.S. government securities 44.1 2.9 -

47.0
Total available for sale 313.9 16.1 .4

329.6

Total fixed maturity
securities $1,238.1 $ 46.9 $ 4.2

$1,280.8

34
The amortized cost and market value of the insurance
operations' investments in fixed maturity securities at December
31,
1993 are shown below by contractual maturity. Expected


maturities
may differ from contractual maturities because certain borrowers
have the right to call or prepay obligations.


(In Millions)
Amortized Market
Cost Value

Due in one year or less $ 14.4 $ 14.7
Due after one year through five years 224.6 239.2









Due after five years through ten years 884.5 930.3
Due after ten years 250.1 265.8
1,373.6 1,450.0
Mortgage-backed securities 148.0 155.7
Total $1,521.6 $1,605.7

At December 31, 1993 and 1992, short-term investments
principally consisted of U.S. Treasury securities and commercial
paper.

Investment Income of Insurance Operations
Investment income consists of the following:


(In Millions)
Years Ended December 31, 1993 1992 1991

Income from fixed maturity
securities $117.4 $105.6 $ 97.8
Income from equity securities .5 2.1 2.3
Gross investment income 117.9 107.7 100.1
Investment expenses (3.2) (2.7) (2.2)
Net investment income $114.7 $105.0 $ 97.9

Realized gains (losses) consist of the following:

(In Millions)
Years Ended December 31, 1993 1992 1991
Gross realized gains on:
Fixed maturity securities $ 15.6 $ 23.3 $ 22.5
Equity securities 2.8 1.5 8.6

Gross realized losses on:
Fixed maturity securities (.9) (1.2) (2.3)
Equity securities - - (2.3)
Net realized gains (losses) $ 17.5 $ 23.6 $ 26.5

Income from fixed maturity securities includes income
from
short-term investments. Proceeds from sales of investments in
fixed
maturity securities during 1993, 1992 and 1991, excluding
proceeds
from sales at or near maturity, totaled $155.9 million, $409.4
million and $564.3 million, respectively.

Restrictions on Transfers of Funds and Assets
The Company's insurance operations are subject to state
regulations
which limit, by reference to specified measures of statutory
operating results and policyholders' surplus, the dividends that
can
be paid to the Company without prior regulatory approval. Under
these restrictions, the maximum amount of dividends which can be









paid to the Company during 1994 by these subsidiaries is $96.5
million. At December 31, 1993 and 1992, statutory capital and
surplus totaled $567.3 million and $453.6 million, respectively.

Reinsurance
The insurance operations assume and cede a portion of their
written
business with other insurance companies in the normal course of
business. To the extent that any reinsuring companies are unable
to
meet their obligations under agreements covering reinsurance
ceded,
the Company's insurance subsidiaries would remain liable.
Amounts
deducted from insurance losses and loss adjustment expenses and
net
written and earned premiums in connection with reinsurance ceded
to
affiliates and non-affiliated companies, as well as amounts
included
in net written and earned premiums for reinsurance assumed from
affiliates and non-affiliated companies, were as follows:


(In Millions)
December 31, 1993 1992

Reinsurance ceded:
Reserves for unpaid loss and
loss adjustment expenses
Affiliates $ 14.0 $18.9
Non-affiliates 29.1 25.5


35
(In Millions)
Years Ended December 31, 1993 1992 1991

Reinsurance ceded:
Premiums written
Non-affiliates $ 9.3 $ 5.9 $ 2.1

Premiums earned
Non-affiliates 8.9 6.4 6.1

Incurred losses and loss adjustment
expenses
Affiliates (2.5) (8.8) (12.6)
Non-affiliates 3.8 4.4 4.8

Reinsurance assumed:
Premiums written
Affiliates 101.2 56.0 62.8
Non-affiliates 74.4 46.1 17.9









Premiums earned
Affiliates 78.2 56.1 62.8
Non-affiliates 60.1 36.4 15.5


The allowance for uncollectible reinsurance was $1.9
million
and $1.5 million, respectively, at December 31, 1993 and 1992.

Other
Statutory net income for 1993, 1992 and 1991 was $93.0 million,
$81.6 million and $75.1 million, respectively. Deferred policy
acquisition costs amortized to income were $243.8 million, $195.9
million and $121.2 million for 1993, 1992 and 1991, respectively.

Additionally during 1991, insurance in-force of approximately
$11.0
million was amortized to expense.
At December 31, 1993 and 1992, reserves for
uncollectible
premium receivable were $5.6 million and $3.5 million,
respectively.
Substantially all of the policies written in the
workers'
compensation insurance operations during 1993, 1992 and 1991 were
eligible for policyholder dividend consideration.

4. PARENT COMPANY INVESTMENTS

Amortized cost, gross unrealized gains and losses and market
values
of the Parent Company investments in fixed maturity securities
held
for investment, other than the General Cable Notes, at December
31,
1993 and 1992 are presented in the tables below.
At December 31, 1993 the carrying value of unrated or less
than
investment grade corporate securities, other than the General
Cable
Notes, totaled $19.9 million of which $5.4 million had readily
available market values equal to their carrying values.


Gross Gross

Amortized Unrealized Unrealized

Market
December 31, 1993 Cost Gains Losses

Value
(In Millions)





Corporate securities $ 175.1 $ 3.1 $ .3









$ 177.9
Public utilities 31.6 - -

31.6
U.S. government securities 26.5 - -

26.5
Mortgage-backed securities 1.2 - -

1.2
Other debt securities 14.5 - -

14.5

Total fixed maturity
securities $ 248.9 $ 3.1 $ .3

$ 251.7

Gross Gross

Amortized Unrealized Unrealized

Market
December 31, 1992 Cost Gains Losses

Value
(In Millions)
Corporate securities $ 149.0 $ 1.5 $ .2

$ 150.3
U.S. government securities 86.4 .6 -

87.0
Mortgage-backed securities 3.1 - -

3.1
Other debt securities 12.3 - -

12.3

Total fixed maturity
securities $ 250.8 $ 2.1 $ .2

$ 252.7

36

Proceeds from sales of Parent Company investments
during 1992
and 1991, excluding proceeds from sales at or near maturity
totaled
$5.3 million and $29.3 million, respectively. No gains or losses
were realized on such securities in 1992. Gross realized gains
and
gross realized losses included in interest and dividend income


from
such sales of investments in 1991 totaled $.2 million and $4.5
million, respectively.
Amortized cost and market value of Parent Company
investments
in fixed maturity securities, other than the General Cable Notes,
at
December 31, 1993 are shown below by contractual maturity.
Expected
maturities may differ from contractual maturities because certain









borrowers have the right to call or prepay obligations.


(In Millions)
Amortized Market
Cost Value

Due in one year or less $ 35.6 $ 35.8
Due after one year through five years 145.3 145.2
Due after five years through ten years 59.6 62.2
Due after ten years 7.2 7.3
247.7 250.5
Mortgage-backed securities 1.2 1.2
Total $ 248.9 $ 251.7

At December 31, 1993 and 1992, short-term investments
principally consisted of U.S. Treasury securities and commercial
paper.

5. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consist of the following:

(In Millions)
December 31, 1993 1992

Land $ 14.6 $ 14.8
Buildings and leasehold improvements 20.1 19.8
Machinery, equipment and office furnishings 132.8 124.5
Oil and gas properties 34.3 33.7
Construction in progress 1.2 .7
203.0 193.5
Less - Accumulated depreciation 107.8 95.9
Total $ 95.2 $ 97.6

6. DEBT

Debt consists of the following:

(In
Millions)
1993

1992
Estimated

Estimated
Carrying Fair
Carrying Fair
December 31, Amount Value
Amount Value



Subordinated notes, 10 7/8%, due 2011
(net of unamortized debt issue costs


of $1.1 and $1.2, respectively) $148.9 $189.0









$148.8 $155.7
Subordinated notes, 10 5/8%, due 2000
(net of unamortized debt issue costs
of $1.0 and $1.2, respectively) 149.0 175.5
148.8 156.7
Subordinated notes, 9 3/4%, due 1999
(net of unamortized debt issue costs
of $.8 and $.9, respectively) 199.2 226.0
199.1 200.0
Subordinated debentures, 11%, due 1997 - -
133.3 133.3
Subordinated debentures, 9 1/2%,
due 2002 16.2 16.2
16.2 16.2
Other 9.9 9.9
9.9 9.9
Total $523.2 $616.6
$656.1 $671.8

37

On July 30, 1993, the Company redeemed all $133.3
million
principal amount of its outstanding 11 percent subordinated
debentures due December 15, 1997 at the redemption price of 100
percent of the principal amount of each debenture plus accrued
and
unpaid interest to the redemption date.
During May 1991, the Company publicly issued
$150.0 million
principal amount of 10 7/8 percent subordinated notes due May 1,
2011, and during April 1990, the Company publicly issued $150.0
million principal amount of 10 5/8 percent subordinated notes due
April 15, 2000.
Certain loan agreements contain several covenants and
restrictions, none of which significantly impacted the Company's
operations at December 31, 1993. The 10 7/8, 10 5/8 and 9 3/4
percent notes and the 9 1/2 percent debentures are subordinated
in
right of payment to all debt of the Company outstanding at any
time,
except for debt which is by its terms not superior to the notes
and
debentures.
On February 16, 1994, the Company called for redemption
on March 25,
1994 all of the outstanding $16.2 million principal amount of its
9
1/2 percent subordinated debentures, plus accrued interest.

Annual maturities of debt outstanding at December 31,
1993,
are as follows:









(In Millions)
1994 $ 3.0
1995 .3
1996 .1
1997 .1
1998 .1
After 1998 519.6




At December 31, 1993, the Company had unutilized letter
of
credit facilities totaling $56.9 million which, if drawn, will
bear
interest at rates which approximate the prime rates offered by
various banks.
Estimated fair values for debt issues that are not
quoted on an
exchange were calculated using interest rates that are currently
available to the Company for issuance of debt with similar terms
and
remaining maturities.

7. INCOME TAXES

The Company has reported as of the beginning of its 1993 tax
year,
an aggregate consolidated net operating loss carryforward for
Federal income tax purposes of $825 million and an aggregate
capital
loss carryforward of $384 million. The 1993 consolidated Federal
income tax return will report a remaining net operating loss
carryforward currently estimated at $610 million, which will
expire
at the end of 1996 unless previously utilized, and a remaining
capital loss carryforward estimated at $262 million which will
expire at the end of 1997, unless previously utilized. Also, as
of
December 31, 1993, the Company has investment tax credit
carryforwards totaling approximately $9.6 million (which will
expire
in various amounts between 1994 and 2000 unless previously used),
and alternative minimum tax credit ("AMT") carryforwards of
approximately $13.6 million.
During 1992, the Company elected to adopt SFAS No. 109,
effective January 1, 1992, without restating prior years'
financial
statements. SFAS No. 109 changes the methods of accounting for
income taxes and the criteria for recognition of deferred tax
assets. More specifically, a deferred tax asset is recognized
for
those carryforwards and temporary differences which will provide
future tax benefits. A deferred tax liability is recognized for
temporary differences which will result in taxable amounts in









future
years. The cumulative effect resulting from adopting SFAS No.
109
as of January 1, 1992 was income of $252.8 million, or $5.36 per
share for continuing operations. As a result of adopting SFAS
No.
109, common shareholders' equity increased $300.8 million, or
$6.38
per share, which amount includes $48.0 million, or $1.02 per
share,
attributable to the tax effect of the pre-reorganization net
operating loss carryforward, as well as the cumulative effect of
accounting change.
The Company has calculated its provision for income
taxes for
1993 and 1992 in accordance with SFAS No. 109. For periods prior
to
1992, to the extent that no Federal income tax was payable
because
of the pre-reorganization net operating loss carryforward or tax
losses attributable to disposition of pre-reorganization assets
and
liabilities, a deduction in lieu of current Federal income tax
was
deducted from income and credited to capital surplus.

Components of the 1993 and 1992 provisions for income
tax
benefit (expense) were as follows:
38


(In Millions)
Years Ended December 31, 1993
1992

Current
Federal $(4.4) $
(2.8)
Foreign, state & local (.9)
(1.5)
Total current (5.3)
(4.3)
Deferred
Federal 59.4
(28.9)
Foreign, state & local (1.5) -

Total deferred 57.9
(28.9)
Total $52.6
$(33.2)










The provision for income taxes for 1991 consists
primarily of
the deduction in lieu of current Federal income tax.
Consolidated income tax expense differs from the amount
computed using the United States statutory income tax rate for
the
reasons set forth in the following table:


(In Millions)
Years Ended December 31, 1993
1992

Income before income taxes $190.1 $
84.1

Expected tax at U.S. statutory
income tax rate $(66.5)
$(28.6)
Amortization of goodwill (3.8)
(3.5)
Revision to valuation allowance 132.0 -
Loss disallowance (6.9) -


Other, net (2.2)
(1.1)
Consolidated income tax $ 52.6
$(33.2)


The Company's substantial tax loss carryforwards and
temporary
differences give rise to deferred tax assets. Based on an
analysis
of the likelihood of realizing the Company's gross deferred tax
asset (taking into consideration applicable statutory
carryforward
periods), the Company determined that the recognition criteria
set
forth in SFAS No. 109 are not met for the entire gross deferred
tax
asset and, accordingly, the gross deferred tax asset is reduced
by
a valuation allowance. The analysis of the likelihood of
realizing
the gross deferred tax asset is reviewed and updated
periodically.
Any required adjustments to the valuation allowance are made in
the
period in which the developments on which they are based become
known. Results for 1993 include tax benefits of $132 million
attributable to such adjustments. Approximately $30 million of
the
adjustments is attributable to three transactions occurring









during
the second quarter of 1993, specifically (a) the sale of the
Buckeye
Units, (b) the call for redemption of the 11 percent subordinated
debentures and (c) the acquisition of Leader National.
Approximately $33 million is attributable to the sale of the
Company's Tejas shares. The balance is principally due to the
effect on the estimated future taxable income during the
Company's
loss carryforward period of better 1993 operating results than
previously estimated as well as the effect of the increase in the
statutory income tax rate.

Carryforwards and temporary differences which give rise
to the
deferred tax asset are as follows:


(In Millions)
Amount of Deferred Tax
Assets
at Current Tax Rates
December 31,


1993 1992

Net operating loss carryforward $213.5 $278.4
Capital loss carryforwards 93.3 80.6
Insurance claims and reserves 114.0 78.8
Other, net 70.2 81.9
Gross deferred tax asset 491.0 519.7
Valuation allowance (195.2) (274.3)
Net deferred tax asset $295.8 $245.4


8. PENSION PLANS AND OTHER RETIREMENT BENEFITS

The Company provides retirement benefits, primarily through
contributory and noncontributory defined contribution plans, for
the
majority of its regular full-time employees except those covered
by
certain labor contracts. Company contributions under the defined
contribution plans sponsored by the Company approximate, on
average,
five percent of each eligible employee's covered compensation.
In
addition, the Company sponsors employee savings plans under which
the Company matches a specified portion of contributions made by
eligible employees.
Expense related to defined contribution plans for 1993,
1992
and 1991 totaled $5.5 million, $6.0 million and $4.9 million,
respectively. The Company also provides defined benefit pension









plan retirement benefits for certain employees. The related
amounts
included in the accompanying financial statements are not
material
to the Company's financial condition.
39

9. EMPLOYEE STOCK OPTION AND PURCHASE PLANS

Under the Company's Stock Option Plan, options to purchase shares
of
Common Stock may be granted to officers and other key employees,
and
to non-employee directors of the Company. The exercise price may
not be less than the fair market value of the Common Stock at the
date of the grant. The options granted to officers and key
employees generally become exercisable to the extent of 20
percent
of the shares covered each year, beginning one year from the date
of
grant, and expire ten years from the date of grant. The options
granted to non-employee directors of the Company generally become
fully exercisable upon grant and expire approximately ten years
from
the date of grant.
Under the now terminated Career Share Purchase Plan
(the
"Career Share Plan"), officers and other key employees of the
Company purchased shares of the Company's Preference Stock
(designated Career Shares). Outstanding Career Shares are
convertible, at the holder's option, into a specified number of
shares of Common Stock determined by reference to the fair market
value (as defined) of a share of Common Stock as of the date the
Career Shares were offered for purchase.
Career Shares are generally not entitled to vote; are
entitled
to cumulative annual cash dividends per share (if declared by the
Board of Directors) equal to 9.3 percent of their purchase price
per
share; are superior to the rights of holders of shares of Common
Stock with respect to dividends; and have no preference to the
rights of holders of shares of Common Stock in the event of
liquidation. Under certain conditions, holders of Career Shares
issued under the Career Share Plan are entitled to sell to the
Company any or all of their shares and the Company is entitled to
repurchase all outstanding Career Shares.
The number of common shares available with respect to
the
Company's Stock Option and Career Share Plans and activity under
these Plans are as follows:


Common Stock Equivalents
Available









Exercise or
Under
Conversion
Plans Outstanding
Prices Per Share

Balance at December 31, 1992 531,709 4,967,802
$15.80 - $25.12
Activity during 1993:
Additional authorization 2,000,000
Stock options granted (441,000) 441,000
Stock options exercised (1,072,397)
$15.80 - $25.12
Stock options terminated 7,964 (7,964)


Balance at December 31, 1993 2,098,673 4,328,441
$15.80 - $31.38
Exercisable or convertible (vested)
at December 31, 1993 2,918,116
$15.80 - $31.38


The Company's Employee Stock Purchase Plan ("ESPP")
provides
eligible employees with the opportunity to purchase from the
Company, through regular payroll deductions, shares of the
Company's
Common Stock at 85 percent of its fair market value on the
purchase
date. A maximum of 3,000,000 common shares can be purchased
under
the ESPP, and through December 31, 1993, employees had purchased
265,420 shares.

10. CAPITAL STOCK

The Company is authorized to issue 22,699,464 shares of
Preference
Stock, without par value, in one or more series. At December 31,
1993 and 1992 there were 212,698 shares of Preference Stock
outstanding, all of which are designated Career Shares.
The Company is authorized to issue 200,000,000 shares of
Common Stock. At December 31, 1993, there were 47,446,094 shares
of
Common Stock outstanding or issuable, including 1,377,932 shares
set
aside for issuance to certain pre-reorganization creditors and
other
claimants. Holders of Common Stock have
one vote per share.
During 1993, the Company purchased 45,522 shares of its
Common
Stock for $1.3 million paid or to be paid in cash. During 1992,
the









Company purchased 1,471,002 shares of its Common Stock for $30.2
million paid or to be paid in cash.
40
During 1991, the Company purchased 6,188,150 shares of
its
Common Stock for $149.9 million, including approximately
5,071,000
shares for approximately $121.7 million pursuant to the Company's
January 4, 1991 offer to purchase shares for $24.00 per share.
AFC,
which beneficially owned approximately 42 percent of the
Company's
outstanding common shares before the purchase, did not tender any
of
its shares pursuant to the offer.
At December 31, 1993, the Company had reserved
6,427,114
shares of Common Stock for issuance in connection with the
Company's
Stock Option Plan and Career Share Plan. If all stock options
outstanding at December 31, 1993 were exercised (whether or not
then
exercisable) and all Career Shares outstanding at December 31,
1993
were converted, the total number of shares of Common Stock
outstanding or issuable at December 31, 1993 would increase from
47,446,094 to 51,774,535.

11. CONTINGENCIES

Claims are pending against the Company for reimbursement of
clean-up
costs under the Comprehensive Environmental Response,
Compensation
and Liability Act ("CERCLA") for alleged contamination caused by
release of polychlorinated biphenyls at the Paoli, Pennsylvania
railyard ("Paoli Yard") formerly owned by the Company's railroad
predecessor, Penn Central Transportation Company ("PCTC"). A
Record
of Decision was issued by the U.S. Environmental Protection
Agency
on July 21, 1992 presenting a final selected remedial action for
the
Paoli Yard in accordance with CERCLA having an estimated cost of
approximately $28.3 million. In March 1992, the Company filed a
lawsuit seeking to enjoin the U.S. Government, Consolidated Rail
Corporation ("Conrail") and other parties from prosecuting claims
against the Company for such clean-up costs on the grounds that
the
Paoli Yard environmental claims are barred by: (1) the terms by
which the Paoli Yard was transferred by PCTC to Conrail "as is"
in
1976 pursuant to the Regional Rail Reorganization Act of 1973
(the









"Rail Act"); (2) the 1980 settlement of the Valuation Case
proceedings to determine compensation to be paid by the U.S.
Government for the railroad properties transferred by PCTC
pursuant
to the Rail Act; and (3) the U.S. Constitution. In addition, the
Company believes that it has other substantial defenses to claims
for clean-up costs at the Paoli Yard, including its position that
other parties are responsible for substantial percentages of such
clean-up costs, and the Company intends to make claims against
certain insurance carriers for reimbursement of any clean-up
costs
that the Company may incur. The Company has not established any
accrual for potential liability for clean-up costs at the Paoli
Yard.
There are certain other claims involving the Company
and
certain of its subsidiaries, including claims relating to the
generation, disposal or release into the environment of allegedly
hazardous substances and pre-reorganization personal injury
claims,
that allege or involve amounts that are potentially substantial
in
the aggregate.
The Paoli Yard litigation and the preponderance of the other
claims
arose out of railroad operations disposed of by PCTC prior to its
1978 reorganization and, accordingly, any ultimate liability
resulting therefrom in excess of previously established loss
accruals would be attributable to such pre-reorganization events
and
circumstances. In accordance with the Company's reorganization
accounting policy, any such ultimate liability will reduce the
Company's capital surplus and shareholders' equity, but will not
be
charged to income. See Notes 1 and 12.
The Company believes that its maximum aggregate
potential
exposure at December 31, 1993 with respect to the foregoing
environmental claims (other than Paoli Yard), net of related loss
accruals, was approximately $15 million for claims arising out of
pre-reorganization operations and in the range of $1 million to
$4
million for claims arising out of post-reorganization operations
(which range depends upon the method of remediation, if any,
required). The Company believes that it has meritorious defenses
in
such matters, including its position that other parties are
responsible for substantial percentages of such amounts claimed
and,
in the case of the post-reoganization matter referred to above,
its
belief that the relevant regulatory authority will permit
remediation to be deferred until there is a change in the use of
the









facility which the Company believes is unlikely.
In management's opinion, the outcome of the foregoing
claims
will not, individually or in the aggregate, have a material
adverse
effect on the financial condition or results of operations of the
Company. In making this assessment, management has taken into
account previously established loss accruals in its financial
statements and probable recoveries from insurance carriers and
other
third parties.
41


12. CHANGES IN COMMON SHAREHOLDERS' EQUITY




Unrealized


Gains
Common Stock Capital
Retained (Losses) On
(Dollars in Millions) Shares Amount Surplus
Earnings Investments Total



Balance, December 31, 1990 52,711,265 $52.7 $ 860.7

$736.3 $(15.5) $1,634.2
Increase equal to deduction
in lieu of current Federal
income tax, which is not
accruable or payable .8

.8
Net income

2.6 2.6
Dividends declared on
Common Stock

(33.8) (33.8)
Exercise of stock options
and conversion of Career
Shares 745,128 .8 15.6

16.4
Purchases of Company
Common Stock (6,188,150) (6.2) (143.7)

(149.9)
Issuance of Common Stock


under ESPP 92,713 .1 2.4

2.5
Adjustment of estimated pre-
reorganization liabilities (8.0)

(8.0)
Change in net unrealized gains
(losses) on investments









14.5 14.5
Other, net (.3)

(.3)
Balance, December 31, 1991 47,360,956 $47.4 $ 727.5

$705.1 $ (1.0) $1,479.0
Portion of deferred tax
asset attributable to
pre-reorganization net
operating loss carryforward 48.0

48.0
Net income

305.4 305.4
Dividends declared on
Common Stock

(38.1) (38.1)
Exercise of stock options
and conversion of Career
Shares 397,015 .4 5.6

6.0
Purchases of Company
Common Stock (1,472,495) (1.5) (28.7)

(30.2)
Issuance of Common Stock
under ESPP 96,694 .1 1.9

2.0
Adjustment of estimated pre-
reorganization liabilities (15.0)

(15.0)
Distribution of equity to
shareholders from spin-off
of General Cable
Corporation

(264.5) (264.5)
Change in net unrealized gains
(losses) on investments

11.5 11.5
Other, net (.4)

(.9) (1.3)
Balance, December 31, 1992 46,382,170 $46.4 $ 738.9

$707.0 $ 10.5 $1,502.8
Net income

232.0 232.0


Dividends declared on
Common Stock

(40.0) (40.0)
Exercise of stock options
and conversion of Career
Shares 1,072,397 1.1 21.8

22.9
Purchases of Company
Common Stock (45,522) (1.3)

(1.3)
Issuance of Common Stock
under ESPP 37,049 1.1









1.1
Adjustment of estimated pre-
reorganization liabilities (14.0)

(14.0)
Adjustment to the distribution
of equity to shareholders
from spin-off of General
Cable Corporation

13.3 13.3
Change in net unrealized gains
(losses) on investments

5.9 5.9
Other, net (.1) (.3)

(.4)
Balance, December 31, 1993 47,446,094 $47.4 $ 746.2

$912.3 $ 16.4 $1,722.3

42

During 1993, the Company settled a lawsuit it had
brought
against the former owner of a business that was acquired by the
Company in 1990 and was included in the General Cable Businesses
spun-off to shareholders in July 1992. After the General Cable
Spin-off, the Company retained the right to receive any amounts
recovered in the lawsuit. The net amount of cash received by the
Company in the settlement (net of a provision for certain
obligations and associated litigation expense) has been accounted
for as an adjustment to the distribution of equity to
shareholders
resulting from the General Cable Spin-off.

13. EARNINGS PER SHARE

Earnings per share are calculated on the basis of the weighted
average number of shares of common stock outstanding during the
period and the dilutive effect, if material, of assumed
conversion
of common stock equivalents (stock options and Career Shares).
For
the year ended December 31, 1993, the potential dilution
represented
by shares issuable from the exercise of outstanding stock options
and conversion of outstanding Career Shares, using the treasury
stock method, assuming the proceeds from such issuance would be
used
to repurchase common stock at the average market price during the
period, approximated three percent, the applicable threshold
specified by the Accounting Principles Board Opinion No. 15. For
1992 and 1991, such dilution was less than three percent and is
therefore not reflected in the earnings per share presentation


for
such periods.









14. COMMITMENTS

The Company has agreed to guarantee several third party
obligations
which are not material individually or in the aggregate. The
Company has also entered into various operating lease agreements
related principally to certain administrative and manufacturing
facilities and transportation equipment. Future minimum rental
payments required under noncancelable lease agreements at
December
31, 1993 were as follows: 1994--$18.3 million, 1995--$17.5
million,
1996--$13.5 million, 1997--$5.8 million, 1998--$3.7 million and
$4.8
million thereafter, before deduction of minimum sublease income
of
$19.4 million, in the aggregate, from January 1, 1994 through the
expiration of the leases. Rental expense recorded under
operating
leases was $13.3 million in 1993 and 1992 and $11.1 million in
1991.

15. SEGMENT INFORMATION

The Company's only industry segment is specialty property and
casualty insurance.

16. STATEMENT OF CASH FLOWS

For purposes of this Statement, the Company considers only cash
on
hand or in banks to be cash or cash equivalents.
For the years ended December 31, 1993, 1992 and 1991, income
taxes
paid were $4.8 million, $5.5 million and $6.2 million,
respectively.
For the same periods interest paid totaled $62.7 million, $68.9
million and $62.1 million, respectively.
On March 31, 1993, and September 30, 1993 General Cable
elected to
pay 100 percent, or $31.8 million in the aggregate, of the
interest
due on those dates on the General Cable Note with Interest Notes
in
lieu of cash. These non-cash transactions, which increased the
Parent Company investments and decreased accrued investment
income,
are not included in the Statement of Cash Flows.
In December 1992, the Company received a note for
approximately
$11.0 million in consideration of the sale of G & H Technology,
Inc.
This transaction was a non-cash investing transaction which is
not









included in the Statement of Cash Flows.
On June 30, 1992, in consideration of the transfer of the
General
Cable Businesses and the advance of $25.0 million in cash, the
Company received the $255.0 million, 9.98 percent subordinated
note
of General Cable. To the extent of $230.0 million, this
transaction
was a non-cash investing transaction which is not included in the
Statement of Cash Flows.
In September 1991, a previously consolidated
majority-owned
subsidiary redeemed all of the stock held by the Company in
exchange
for a percentage of the subsidiary's net assets equal to the
Company's percentage ownership of such stock. As a consequence
of
the transaction, the Company's minority interest of $14.3 million
was eliminated and certain other asset and liability accounts
were
reduced by a corresponding amount in the aggregate.
43

17. RELATED PARTY TRANSACTIONS

During 1990, the Company acquired the NSA Group which was a
related
party of AFC. The purchase price was subject to adjustment in
1995,
based on 1991-1994 pre-tax earnings of the NSA Group, by a
reduction
of up to $20.0 million or an increase of up to $40.0 million, in
each case plus interest. In December 1993, the Company, having
concluded based on the NSA Group's pre-tax earnings subsequent to
1990 that it was highly probable that the maximum $40.0 million
purchase price adjustment would be payable by the Company, paid
$40.0 million, plus $12.8 million of interest, to GAIC, a wholly-
owned insurance subsidiary of AFC, in full settlement of the
purchase price contingency in order to cut off the accrual of
interest at the relatively high rate prescribed by the
acquisition
agreement. Also, as part of the agreement for the purchase of
the
NSA Group, AFC, through GAIC, provides stop-loss protection to
the
Company which, in effect, guarantees the adequacy of unpaid loss
and
allocated loss adjustment expense reserves of the NSA Group (net
of
reinsurance and salvage and subrogation recoveries) related to
periods prior to 1991 under policies written and assumed by the
NSA
Group.
In 1988, the Company's workers' compensation insurance









operations ("Republic Indemnity") entered into a reinsurance
contract with GAIC to cover the aggregate losses on workers'
compensation coverage for the accident years 1980-1987,
inclusive.
The contract provides for coverage by GAIC of net aggregate paid
losses of Republic Indemnity in excess of $440 million, up to a
maximum of $35.1 million. Cumulative paid losses at December 31,
1993 pertaining to claims during this period totaled $435.8
million.
In addition, GAIC has agreed to reimburse Republic Indemnity for
its
loss adjustment expenses pertaining to this period up to a
maximum
of $4.9 million.
The Chairman, Chief Executive Officer and principal
shareholder of
AFC, which beneficially owned approximately 40.5 percent of the
Company's outstanding common shares at December 31, 1993, is also
the Chairman and Chief Executive Officer of the Company.
44

Responsibility for Financial Reporting


The financial statements of American Premier
Underwriters,
Inc. and Consolidated Subsidiaries are the responsibility of the
Company's management, and have been prepared in accordance with
generally accepted accounting principles. To help insure the
accuracy and integrity of its financial data, the Company
maintains
a strong system of internal controls designed to provide
reasonable
assurances that assets are safeguarded and that transactions are
properly executed and recorded. The internal control system and
compliance therewith are monitored by the Company's internal
audit
department.
The financial statements have been audited by the
Company's
independent auditors, Deloitte & Touche. Their report is shown
on
this page. The independent auditors, whose appointment by the
Board
of Directors was ratified by the Company's shareholders, express
their opinion on the Company's financial statements based on
procedures which they consider to be sufficient to form their
opinion.
The Audit Committee of the Board of Directors meets
periodically with representatives of Deloitte & Touche and the
Company's internal audit department and financial management to
review accounting, internal control, auditing and financial
reporting matters.









INDEPENDENT AUDITORS' REPORT


American Premier Underwriters, Inc.

We have audited the accompanying balance sheets of
American
Premier Underwriters, Inc. and Consolidated Subsidiaries as of
December 31, 1993 and 1992 and the related statements of income
and
cash flows for each of the three years in the period ended
December
31, 1993. 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 in accordance with generally
accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts
and disclosures in the financial statements. An audit also
includes
assessing the accounting principles used and significant
estimates
made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such financial statements present
fairly, in
all material respects, the financial position of American Premier
Underwriters, Inc. and Consolidated Subsidiaries at December 31,
1993 and 1992, and the results of its operations and its cash
flows
for each of the three years in the period ended December 31, 1993
in
conformity with generally accepted accounting principles. As
discussed in Note 1 to the financial statements, in 1992 the
Company
changed its method of accounting for income taxes to conform with
Statement of Financial Accounting Standards No. 109.





Deloitte & Touche
Cincinnati, Ohio

February 16, 1994









(March 25, 1994 with respect to the change
of the Company's name as discussed in
Note 1 to the financial statements)

45

Quarterly Financial Data
(Unaudited)

Summarized quarterly financial data for 1993 and 1992
are set
forth below. Quarterly results have been influenced by
acquisitions
and divestitures and by seasonal factors inherent in the
Company's
businesses. The 1993 results include tax benefits of $15.0
million
($.32 per share), $45.0 million ($.96 per share) and $65.0
million
($1.33 per share) for the first, second and third quarters,
respectively, attributable to increases in the Company's net
deferred tax asset. In addition, the table below gives effect to
the classification of certain businesses as discontinued
operations.





(In Millions,
Except Per 1st Quarter 2nd Quarter 3rd
Quarter 4th Quarter Total
Share Amounts) 1993 1992 1993 1992 1993

1992 1993 1992 1993 1992


Revenues $370.2 $332.6 $426.6 $350.6 $443.7
$363.9 $522.8 $377.8 $1,763.3 $1,424.9
Income
from continuing
operations 31.1 10.4 75.0 11.2 86.2

11.3 50.4 18.0 242.7 50.9
Cumulative effect
of accounting
change - 252.8 - - -

- - - - 252.8
Net income 33.9 260.0 75.0 11.0 82.1

14.1 41.0 20.3 232.0 305.4
Income per
share from
continuing
operations .67 .22 1.60 .23 1.77



.24 1.03 .38 5.03 1.08
Cumulative effect









of accounting
change per
share - 5.33 - - -

- - - - 5.36
Net income per
share .73 5.48 1.60 .23 1.68

.30 .84 .43 4.81 6.48


46

DIVIDEND POLICY AND STOCK MARKET PRICES


American Premier Underwriters, Inc. Common Stock is listed and
traded principally on the New York Stock Exchange. On March 10,
1994, there were approximately 13,563 holders of record of Common
Stock.
During each of the first three quarters of 1992, the Board
of
Directors declared dividends of $.20 per share, and during the
fourth quarter of 1992 declared a dividend of $.21 per share.
The
Board declared dividends of $.21 per share in each of the first
three quarters of 1993, and $.22 per share in the fourth quarter
of
1993, the latter of which was paid in January 1994.
The following table sets forth the high and low stock prices
of the
Company's Common Stock for the last two years, as reported on the
New York Stock Exchange Composite Tape.


1993 1992
High Low High Low

First Quarter $28 5/8 $23 1/2 $27 1/8 $22 5/8
Second Quarter 33 7/8 25 1/2 23 7/8 19 5/8
Third Quarter 39 3/4 30 3/8 20 3/8 18 1/4
Fourth Quarter 34 1/8 29 24 7/8 18

47





EX-28
3

GREAT AMERICAN INSURANCE COMPANY AND AFFILIATES
SCHEDULE P - ANALYSIS OF LOSSES AND LOSS EXPENSES
NOTES TO SCHEDULE P
1. THE PARTS OF SCHEDULE P:
PART 1 - DETAILED INFORMATION ON LOSSES AND LOSS EXPENSES.
PART 2 - HISTORY OF INCURRED LOSSES AND ALLOCATED EXPENSES.
PART 3 - HISTORY OF LOSS AND ALLOCATED EXPENSE PAYMENTS.
PART 4 - HISTORY OF BULK AND INCURRED-BUT-NOT-REPORTED RESERVES.
SCHEDULE P INTERROGATORIES.
2. LINES OF BUSINESS A THROUGH M AND R ARE GROUPINGS OF THE LINES OF BUSINESS
USED ON PAGE 14, THE STATE PAGE.
3. REINSURANCE A, B, C, AND D (LINES N TO Q) ARE:
REINSURANCE A = NONPROPORTIONAL PROPERTY (1988 AND SUBSEQUENT)
REINSURANCE B = NONPROPORTIONAL LIABILITY (1988 AND SUBSEQUENT)
REINSURANCE C = FINANCIAL LINES (1988 AND SUBSEQUENT)
REINSURANCE D = OLD SCHEDULE O LINE 30 (1987 AND PRIOR)
4. THE INSTRUCTIONS TO SCHEDULE P CONTAINS DIRECTIONS NECESSARY FOR FILLING OUT
SCHEDULE P.

SCHEDULE P - PART 1 - SUMMARY
(000 OMITTED)
1 PREMIUMS EARNED LOSS AND LOSS EXPENSE PAYMENTS
YEARS IN 2 3 4 ALLOCATED LOSS
WHICH PRE- LOSS PAYMENTS EXP PAYMENTS
MIUMS WERE DIRECT NET 5 6 7
EARNED AND AND CEDED (2 - 3) DIRECT DIRECT
LOSSES ASSUMED AND CEDED AND
WERE INC ASSUMED ASSUMED
01 PRIOR XXX XXX XXX 73,235 38,500 17,772
02 1984 1,233,051 138,422 1,094,629 1,073,238 161,801 86,492
03 1985 1,501,797 216,535 1,285,262 1,151,903 246,184 95,126
04 1986 1,878,446 368,972 1,509,474 842,785 150,820 75,052
05 1987 1,757,482 320,388 1,437,094 775,037 138,319 71,782
06 1988 1,650,845 269,802 1,381,043 785,218 133,246 57,097
07 1989 1,493,902 224,010 1,269,892 780,551 112,945 54,647
08 1990 1,567,681 229,029 1,338,652 788,674 133,994 49,815
09 1991 1,519,087 290,449 1,228,638 634,984 121,989 37,515
10 1992 1,566,530 346,044 1,220,486 606,978 153,911 26,259
11 1993 1,688,681 446,243 1,242,438 362,130 90,001 11,384
12 TOTAL XXX XXX XXX 7,874,733 1,481,710 582,941

SCHEDULE P - PART 1 - SUMMARY
1 LOSS AND LOSS EXPENSE PAYMENTS LOSSES UNPAID
YEARS IN ALLOC LOSS 9 10 11 12 CASE BASIS
WHICH PRE- EXPENSE NUMBER OF
MIUMS WERE PAYMENTS SALVAGE UNALLOCATED TOTAL CLAIMS 13
EARNED AND 8 AND LOSS NET PAID REPORTED - DIRECT
LOSSES CEDED SUBROGATION EXPENSE (5 - 6 + 7 DIRECT AND AND
WERE INC RECEIVED PAYMENTS - 8 + 10) ASSUMED ASSUMED
01 PRIOR 9,600 150 2,323 45,230 XXX 282,805
02 1984 24,411 32,546 63,282 1,036,800 XXX 31,777
03 1985 24,078 32,205 76,932 1,053,699 XXX 37,009
04 1986 17,111 24,244 66,992 816,898 XXX 25,855
05 1987 18,942 23,719 64,103 753,661 XXX 37,697
06 1988 5,789 22,191 62,940 766,220 XXX 101,165
07 1989 5,634 22,007 65,924 782,543 XXX 67,974
08 1990 1,560 21,063 61,540 764,475 XXX 115,590
09 1991 4,874 15,039 52,337 597,973 XXX 113,056
10 1992 5,216 13,025 52,014 526,124 XXX 183,894
11 1993 2,505 6,509 38,915 319,923 XXX 227,893
12 TOTAL 119,720 212,698 607,302 7,463,546 XXX 1,224,765

SCHEDULE P - PART 1 - SUMMARY
1 LOSSES UNPAID ALLOCATED LOSS EXPENSES UNPAID
YEARS IN CASE BASIS BULK + IBNR CASE BASIS BULK + IBNR
WHICH PRE-
MIUMS WERE 14 15 16 17 18 19
EARNED AND DIRECT DIRECT DIRECT
LOSSES CEDED AND CEDED AND CEDED AND
WERE INC ASSUMED ASSUMED ASSUMED
01 PRIOR 92,796 92,456 44,270 18,954 6,811 15,795
02 1984 14,502 16,316 7,803 4,002 1,979 1,179
03 1985 16,494 22,063 9,930 4,049 1,328 1,858
04 1986 5,021 28,340 13,291 2,654 589 3,026
05 1987 15,822 44,938 25,585 3,485 918 5,778
06 1988 37,704 78,721 13,546 11,937 1,268 11,740
07 1989 11,123 72,329 17,336 11,545 2,192 11,978
08 1990 25,962 110,616 24,221 22,571 5,432 17,613
09 1991 16,897 177,353 28,742 18,612 2,954 22,406
10 1992 43,622 215,266 43,195 24,917 5,247 26,660
11 1993 65,368 475,109 144,812 24,810 6,276 49,001
12 TOTAL 345,363 1,333,561 372,764 147,575 35,033 167,064

SCHEDULE P - PART 1 - SUMMARY
1 21 22 23 24 TOTAL LOSSES
YEARS IN BULK + IBNR & LOSS EXP
WHICH PRE- NUMBER OF INCURRED
MIUMS WERE 20 SALVAGE UNALLOCATED TOTAL CLAIMS 25
EARNED AND AND LOSS NET LOSSES OUTSTANDING DIRECT
LOSSES CEDED SUBROGATION EXPENSES & EXPENSES DIRECT AND AND
WERE INC ANTICIPATED UNPAID UNPAID ASSUMED ASSUMED
01 PRIOR 6,919 0 11,270 270,485 XXX XXX
02 1984 334 0 2,310 30,972 XXX 1,281,531
03 1985 953 0 1,341 37,622 XXX 1,392,954
04 1986 1,746 527 1,471 40,713 XXX 1,048,841
05 1987 2,633 1,156 2,732 49,672 XXX 1,007,726
06 1988 4,052 1,977 6,492 153,486 XXX 1,121,567
07 1989 4,681 3,251 6,141 134,644 XXX 1,075,219
08 1990 7,665 5,141 10,668 213,785 XXX 1,182,673
09 1991 8,505 5,840 11,864 286,186 XXX 1,074,406
10 1992 8,188 7,752 17,348 367,832 XXX 1,161,682
11 1993 15,544 15,168 31,228 576,048 XXX 1,230,630
12 TOTAL 61,247 40,838 102,918 2,161,483 XXX XXX

SCHEDULE P - PART 1 - SUMMARY
1 TOTAL LOSSES AND LOSS LOSS AND LOSS EXPENSE PERCENTAGE DISCOUNT FOR
YEARS IN EXPENSES INCURRED (INCURRED/PREMIUMS EARNED) TIME VALUE
WHICH PRE- OF MONEY
MIUMS WERE 26 27 28 29 30 31
EARNED AND DIRECT
LOSSES CEDED NET* AND CEDED NET LOSS
WERE INC ASSUMED
01 PRIOR XXX XXX XXX XXX XXX 17,043
02 1984 213,755 1,067,774 103.931 154.422 97.546 0
03 1985 301,624 1,091,328 92.752 139.295 84.910 0
04 1986 191,228 857,605 55.835 51.827 56.814 0
05 1987 204,378 803,340 57.339 63.790 55.900 0
06 1988 201,858 919,707 67.938 74.817 66.595 0
07 1989 158,019 917,193 71.973 70.541 72.226 0
08 1990 204,405 978,259 75.440 89.248 73.077 0
09 1991 190,245 884,153 70.727 65.500 71.962 0
10 1992 267,713 893,968 74.156 77.363 73.246 0
11 1993 334,648 895,973 72.875 74.992 72.114 0
12 TOTAL XXX XXX XXX XXX XXX 17,043

SCHEDULE P - PART 1 - SUMMARY
1 DISCOUNT FOR 33 NET BALANCE SHEET
YEARS IN TIME VALUE RESERVES AFTER DISCOUNT
WHICH PRE- OF MONEY INTER-
MIUMS WERE 32 COMPANY 34 35
EARNED AND POOLING LOSS
LOSSES LOSS PARTICIPATION LOSSES EXPENSES
WERE INC EXPENSE PERCENTAGE UNPAID UNPAID
01 PRIOR 0 XXX 221,151 32,289
02 1984 0 .000 25,784 5,187
03 1985 0 .000 32,646 4,968
04 1986 0 .000 35,883 4,823
05 1987 0 .000 41,226 8,446
06 1988 0 .000 128,635 24,843
07 1989 0 .000 111,844 22,798
08 1990 0 .000 176,023 37,753
09 1991 0 .000 244,761 41,417
10 1992 0 .000 312,335 55,489
11 1993 0 .000 492,821 83,225
12 TOTAL 0 XXX 1,823,155 321,284
NOTE: FOR "PRIOR," REPORT AMOUNTS PAID OR RECEIVED IN CURRENT YEAR ONLY.
REPORT CUMULATIVE AMOUNTS PAID OR RECEIVED FOR SPECIFIC YEARS.
REPORT LOSS PAYMENTS NET OF SALVAGE AND SUBROGATION RECEIVED.
*NET = (25 - 26) = (11 + 23)

SCHEDULE P - PART 2 - SUMMARY
1 INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
YEARS 2 3 4 5 6 7
IN WHICH 1984 1985 1986 1987 1988 1989
LOSSES WERE
INCURRED
01 PRIOR 625,375 693,656 806,917 846,344 893,987 933,388
02 1984 858,435 892,316 930,137 952,176 984,511 1,000,129
03 1985 XXX 978,770 957,659 982,216 998,304 1,023,072
04 1986 XXX XXX 996,886 940,095 913,703 855,363
05 1987 XXX XXX XXX 897,705 864,911 833,865
06 1988 XXX XXX XXX XXX 888,042 870,734
07 1989 XXX XXX XXX XXX XXX 847,358
08 1990 XXX XXX XXX XXX XXX XXX
09 1991 XXX XXX XXX XXX XXX XXX
10 1992 XXX XXX XXX XXX XXX XXX
11 1993 XXX XXX XXX XXX XXX XXX
12 TOTAL

SCHEDULE P - PART 2 - SUMMARY
1 INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
YEARS 8 9 10 11 12 13
IN WHICH 1990 1991 1992 1993 ONE YEAR TWO YEAR
LOSSES WERE DEVELOPMENT DEVELOPMENT
INCURRED
01 PRIOR 980,110 1,022,916 1,053,868 1,105,670 51,802 82,754
02 1984 996,727 994,013 996,598 1,002,173 5,575 8,160
03 1985 1,017,452 1,012,827 1,009,569 1,013,039 3,470 213
04 1986 839,105 819,989 805,982 789,133 -16,849 -30,856
05 1987 807,503 778,576 765,788 736,497 -29,291 -42,078
06 1988 881,748 878,573 860,752 850,265 -10,487 -28,307
07 1989 865,446 849,530 857,293 845,119 -12,174 -4,410
08 1990 902,022 900,964 907,098 906,042 -1,056 5,080
09 1991 XXX 823,121 826,428 819,947 -6,481 -3,174
10 1992 XXX XXX 824,864 824,588 -276 XXX
11 1993 XXX XXX XXX 825,828 XXX XXX
12 TOTAL -15,767 -12,618
*REPORT RESERVES ONLY. SUBSEQUENT DEVELOPMENT RELATES ONLY TO SUBSEQUENT
PAYMENTS AND RESERVES.
**CURRENT YEAR LESS FIRST OR SECOND PRIOR YEAR, SHOWING (REDUNDANT) OR ADVERSE.

SCHEDULE P - PART 3 - SUMMARY
1 CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS 2 3 4 5 6 7
IN WHICH 1984 1985 1986 1987 1988 1989
LOSSES WERE
INCURRED
01 PRIOR 0 204,856 343,721 474,317 569,227 636,705
02 1984 365,927 613,982 699,683 796,585 859,200 903,333
03 1985 XXX 390,951 609,720 736,163 814,048 877,849
04 1986 XXX XXX 267,319 457,757 555,987 635,066
05 1987 XXX XXX XXX 229,945 419,822 527,277
06 1988 XXX XXX XXX XXX 243,631 444,827
07 1989 XXX XXX XXX XXX XXX 266,124
08 1990 XXX XXX XXX XXX XXX XXX
09 1991 XXX XXX XXX XXX XXX XXX
10 1992 XXX XXX XXX XXX XXX XXX
11 1993 XXX XXX XXX XXX XXX XXX

SCHEDULE P - PART 3 - SUMMARY
1 CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS 8 9 10 11 12 13
IN WHICH 1990 1991 1992 1993 NUMBER OF NUMBER OF
LOSSES WERE CLMS CLOSED CLMS CLOSED
INCURRED WITH LOSS WITHOUT LOSS
PAYMENT PAYMENT
01 PRIOR 710,167 760,302 803,651 846,328 XXX XXX
02 1984 934,800 956,515 967,526 973,510 XXX XXX
03 1985 921,877 944,548 964,153 976,765 XXX XXX
04 1986 685,447 717,642 736,799 749,898 XXX XXX
05 1987 595,997 638,084 665,729 689,556 XXX XXX
06 1988 548,827 619,362 670,910 703,271 XXX XXX
07 1989 489,981 595,030 665,580 716,617 XXX XXX
08 1990 328,470 517,420 637,192 702,927 XXX XXX
09 1991 XXX 260,999 454,330 545,628 XXX XXX
10 1992 XXX XXX 273,120 474,103 XXX XXX
11 1993 XXX XXX XXX 281,008 XXX XXX
NOTE: NET OF SALVAGE AND SUBROGATION RECEIVED.

SCHEDULE P - PART 4 - SUMMARY
1 BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES & ALLOCATED EXPENSES
AT YEAR END (000 OMITTED)
YEARS 2 3 4 5 6 7
IN WHICH 1984 1985 1986 1987 1988 1989
LOSSES WERE
INCURRED
01 PRIOR 150,258 88,500 71,649 54,747 55,347 66,904
02 1984 247,055 91,119 50,138 30,430 29,077 35,396
03 1985 XXX 313,064 127,504 90,198 62,562 64,042
04 1986 XXX XXX 481,888 312,798 227,845 132,027
05 1987 XXX XXX XXX 439,696 271,081 190,612
06 1988 XXX XXX XXX XXX 372,294 221,771
07 1989 XXX XXX XXX XXX XXX 315,475
08 1990 XXX XXX XXX XXX XXX XXX
09 1991 XXX XXX XXX XXX XXX XXX
10 1992 XXX XXX XXX XXX XXX XXX
11 1993 XXX XXX XXX XXX XXX XXX

SCHEDULE P - PART 4 - SUMMARY
1 BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES & ALLOCATED EXPENSES
AT YEAR END (000 OMITTED)
YEARS 8 9 10 11
IN WHICH 1990 1991 1992 1993
LOSSES WERE
INCURRED
01 PRIOR 51,632 58,047 60,757 57,055
02 1984 20,393 10,436 9,715 9,357
03 1985 40,242 28,867 13,465 13,038
04 1986 92,238 60,389 37,334 16,329
05 1987 128,180 84,307 56,329 22,490
06 1988 172,155 139,151 95,472 72,855
07 1989 170,743 115,864 85,153 62,290
08 1990 321,746 182,772 132,267 96,343
09 1991 XXX 362,767 210,166 162,509
10 1992 XXX XXX 334,567 190,535
11 1993 XXX XXX XXX 363,753

SCHEDULE P - PART 1A - HOMEOWNERS/FARMOWNERS
(000 OMITTED)
1 PREMIUMS EARNED LOSS AND LOSS EXPENSE PAYMENTS
YEARS IN 2 3 4 ALLOCATED LOSS
WHICH PRE- LOSS PAYMENTS EXP PAYMENTS
MIUMS WERE DIRECT NET 5 6 7
EARNED AND AND CEDED (2 - 3) DIRECT DIRECT
LOSSES ASSUMED AND CEDED AND
WERE INC ASSUMED ASSUMED
01 PRIOR XXX XXX XXX 295 275 35
02 1984 114,466 3,262 111,204 78,439 2,276 1,937
03 1985 111,496 3,055 108,441 74,393 1,749 2,201
04 1986 97,537 4,056 93,481 51,220 857 1,518
05 1987 82,473 3,742 78,731 41,030 1,094 1,142
06 1988 81,099 3,460 77,639 44,507 1,111 914
07 1989 85,238 3,336 81,902 64,843 6,340 1,748
08 1990 94,463 3,377 91,086 52,907 1,465 2,947
09 1991 101,620 4,040 97,580 60,520 1,691 2,692
10 1992 96,331 4,978 91,353 47,869 1,749 1,664
11 1993 90,828 5,629 85,199 39,118 1,493 981
12 TOTAL XXX XXX XXX 555,141 20,100 17,779

SCHEDULE P - PART 1A - HOMEOWNERS/FARMOWNERS
1 LOSS AND LOSS EXPENSE PAYMENTS LOSSES UNPAID
YEARS IN ALLOC LOSS 9 10 11 12 CASE BASIS
WHICH PRE- EXPENSE NUMBER OF
MIUMS WERE PAYMENTS SALVAGE UNALLOCATED TOTAL CLAIMS 13
EARNED AND 8 AND LOSS NET PAID REPORTED - DIRECT
LOSSES CEDED SUBROGATION EXPENSE (5 - 6 + 7 DIRECT AND AND
WERE INC RECEIVED PAYMENTS - 8 + 10) ASSUMED ASSUMED
01 PRIOR 0 2 1 56 XXX 1,350
02 1984 71 1,010 5,859 83,888 45,152 0
03 1985 117 840 5,324 80,052 43,968 59
04 1986 53 1,020 4,490 56,318 30,342 44
05 1987 33 650 4,114 45,159 21,692 47
06 1988 15 553 3,161 47,456 20,519 260
07 1989 22 627 4,045 64,274 28,569 985
08 1990 0 1,378 2,986 57,375 23,049 986
09 1991 0 796 3,167 64,688 26,501 1,856
10 1992 0 290 3,703 51,487 20,378 4,073
11 1993 0 53 4,226 42,832 19,953 8,215
12 TOTAL 311 7,219 41,076 593,585 XXX 17,907

SCHEDULE P - PART 1A - HOMEOWNERS/FARMOWNERS
1 LOSSES UNPAID ALLOCATED LOSS EXPENSES UNPAID
YEARS IN CASE BASIS BULK + IBNR CASE BASIS BULK + IBNR
WHICH PRE-
MIUMS WERE 14 15 16 17 18 19
EARNED AND DIRECT DIRECT DIRECT
LOSSES CEDED AND CEDED AND CEDED AND
WERE INC ASSUMED ASSUMED ASSUMED
01 PRIOR 0 12 4 0 0 0
02 1984 0 315 0 0 0 0
03 1985 0 9 0 1 0 0
04 1986 0 16 0 1 0 0
05 1987 0 72 3 1 0 3
06 1988 0 7 -1 9 0 0
07 1989 -1 -101 -5 37 0 0
08 1990 23 20 20 37 0 -14
09 1991 623 236 34 69 0 19
10 1992 236 557 72 141 0 26
11 1993 0 10,260 854 318 0 398
12 TOTAL 882 11,417 984 620 0 433

SCHEDULE P - PART 1A - HOMEOWNERS/FARMOWNERS
1 21 22 23 24 TOTAL LOSSES
YEARS IN BULK + IBNR & LOSS EXP
WHICH PRE- NUMBER OF INCURRED
MIUMS WERE 20 SALVAGE UNALLOCATED TOTAL CLAIMS 25
EARNED AND AND LOSS NET LOSSES OUTSTANDING DIRECT
LOSSES CEDED SUBROGATION EXPENSES & EXPENSES DIRECT AND AND
WERE INC ANTICIPATED UNPAID UNPAID ASSUMED ASSUMED
01 PRIOR 0 0 23 1,382 12 XXX
02 1984 0 0 9 325 0 86,651
03 1985 0 0 3 74 2 82,088
04 1986 0 4 3 66 5 57,394
05 1987 0 6 11 132 3 46,499
06 1988 0 23 25 306 9 48,947
07 1989 0 97 48 977 31 71,716
08 1990 1 265 72 1,063 47 60,125
09 1991 1 290 147 1,671 95 68,868
10 1992 2 349 298 4,787 184 58,517
11 1993 28 701 1,368 19,678 1,594 65,108
12 TOTAL 35 1,749 2,023 30,500 1,983 XXX

SCHEDULE P - PART 1A - HOMEOWNERS/FARMOWNERS
1 TOTAL LOSSES AND LOSS LOSS AND LOSS EXPENSE PERCENTAGE DISCOUNT FOR
YEARS IN EXPENSES INCURRED (INCURRED/PREMIUMS EARNED) TIME VALUE
WHICH PRE- OF MONEY
MIUMS WERE 26 27 28 29 30 31
EARNED AND DIRECT
LOSSES CEDED NET* AND CEDED NET LOSS
WERE INC ASSUMED
01 PRIOR XXX XXX XXX XXX XXX 630
02 1984 2,422 84,229 75.700 74.248 75.742 0
03 1985 1,953 80,128 73.624 63.927 73.890 0
04 1986 1,000 56,385 58.843 24.654 60.317 0
05 1987 1,208 45,290 56.380 32.282 57.524 0
06 1988 1,176 47,771 60.354 33.988 61.529 0
07 1989 6,449 65,266 84.136 193.315 79.687 0
08 1990 1,660 58,456 63.649 49.156 64.176 0
09 1991 2,500 66,368 67.770 61.881 68.013 0
10 1992 2,225 56,290 60.745 44.696 61.618 0
11 1993 2,582 62,525 71.682 45.869 73.387 0
12 TOTAL XXX XXX XXX XXX XXX 630

SCHEDULE P - PART 1A - HOMEOWNERS/FARMOWNERS
1 DISCOUNT FOR 33 NET BALANCE SHEET
YEARS IN TIME VALUE RESERVES AFTER DISCOUNT
WHICH PRE- OF MONEY INTER-
MIUMS WERE 32 COMPANY 34 35
EARNED AND POOLING LOSS
LOSSES LOSS PARTICIPATION LOSSES EXPENSES
WERE INC EXPENSE PERCENTAGE UNPAID UNPAID
01 PRIOR 0 XXX 729 23
02 1984 0 .000 315 9
03 1985 0 .000 69 5
04 1986 0 .000 60 5
05 1987 0 .000 116 15
06 1988 0 .000 270 35
07 1989 0 .000 890 86
08 1990 0 .000 963 93
09 1991 0 .000 1,435 236
10 1992 0 .000 4,322 464
11 1993 0 .000 17,614 2,063
12 TOTAL 0 XXX 26,820 3,049
NOTE: FOR "PRIOR," REPORT AMOUNTS PAID OR RECEIVED IN CURRENT YEAR ONLY.
REPORT CUMULATIVE AMOUNTS PAID OR RECEIVED FOR SPECIFIC YEARS.
REPORT LOSS PAYMENTS NET OF SALVAGE AND SUBROGATION RECEIVED.
*NET = (25 - 26) = (11 + 23)

SCHEDULE P - PART 1B - PRIVATE PASSENGER AUTO LIABILITY/MEDICAL
(000 OMITTED)
1 PREMIUMS EARNED LOSS AND LOSS EXPENSE PAYMENTS
YEARS IN 2 3 4 ALLOCATED LOSS
WHICH PRE- LOSS PAYMENTS EXP PAYMENTS
MIUMS WERE DIRECT NET 5 6 7
EARNED AND AND CEDED (2 - 3) DIRECT DIRECT
LOSSES ASSUMED AND CEDED AND
WERE INC ASSUMED ASSUMED
01 PRIOR XXX XXX XXX 669 792 3
02 1984 156,572 5,528 151,044 134,996 4,719 5,919
03 1985 173,766 6,229 167,537 157,281 6,432 7,314
04 1986 173,991 8,427 165,564 129,950 6,849 5,815
05 1987 148,102 13,392 134,710 103,254 5,859 4,103
06 1988 157,197 13,338 143,859 115,919 13,930 4,506
07 1989 163,450 6,205 157,245 116,660 6,025 5,006
08 1990 195,596 6,177 189,419 132,430 5,063 6,669
09 1991 175,298 41,974 133,324 96,451 21,621 3,134
10 1992 206,682 42,279 164,403 88,818 17,492 1,887
11 1993 236,941 55,885 181,056 52,079 14,228 908
12 TOTAL XXX XXX XXX 1,128,507 103,010 45,264

SCHEDULE P - PART 1B - PRIVATE PASSENGER AUTO LIABILITY/MEDICAL
1 LOSS AND LOSS EXPENSE PAYMENTS LOSSES UNPAID
YEARS IN ALLOC LOSS 9 10 11 12 CASE BASIS
WHICH PRE- EXPENSE NUMBER OF
MIUMS WERE PAYMENTS SALVAGE UNALLOCATED TOTAL CLAIMS 13
EARNED AND 8 AND LOSS NET PAID REPORTED - DIRECT
LOSSES CEDED SUBROGATION EXPENSE (5 - 6 + 7 DIRECT AND AND
WERE INC RECEIVED PAYMENTS - 8 + 10) ASSUMED ASSUMED
01 PRIOR 1 5 -5 -126 XXX 4,301
02 1984 147 2,401 9,240 145,289 79,217 14
03 1985 321 2,651 10,022 167,864 82,744 407
04 1986 236 1,970 9,627 138,307 70,961 407
05 1987 89 1,701 9,886 111,295 63,733 597
06 1988 340 2,055 10,257 116,412 45,973 778
07 1989 68 2,199 11,049 126,622 54,698 2,847
08 1990 -1 2,278 12,498 146,535 53,483 8,028
09 1991 1,000 1,782 6,083 83,047 36,519 9,653
10 1992 785 1,726 6,843 79,271 35,777 23,091
11 1993 491 679 7,298 45,566 39,268 52,151
12 TOTAL 3,477 19,447 92,798 1,160,082 XXX 102,305

SCHEDULE P - PART 1B - PRIVATE PASSENGER AUTO LIABILITY/MEDICAL
1 LOSSES UNPAID ALLOCATED LOSS EXPENSES UNPAID
YEARS IN CASE BASIS BULK + IBNR CASE BASIS BULK + IBNR
WHICH PRE-
MIUMS WERE 14 15 16 17 18 19
EARNED AND DIRECT DIRECT DIRECT
LOSSES CEDED AND CEDED AND CEDED AND
WERE INC ASSUMED ASSUMED ASSUMED
01 PRIOR 413 756 0 46 40 0
02 1984 0 0 0 0 0 0
03 1985 345 3 0 70 68 0
04 1986 43 -935 0 21 5 0
05 1987 2 -104 0 60 3 0
06 1988 28 463 31 44 13 26
07 1989 71 -172 -1 132 27 3
08 1990 679 4,385 54 582 205 -71
09 1991 883 6,674 422 620 194 314
10 1992 1,734 17,897 1,054 1,383 412 942
11 1993 11,401 42,266 5,807 3,399 1,576 120
12 TOTAL 15,611 71,253 7,378 6,377 2,547 1,334

SCHEDULE P - PART 1B - PRIVATE PASSENGER AUTO LIABILITY/MEDICAL
1 21 22 23 24 TOTAL LOSSES
YEARS IN BULK + IBNR & LOSS EXP
WHICH PRE- NUMBER OF INCURRED
MIUMS WERE 20 SALVAGE UNALLOCATED TOTAL CLAIMS 25
EARNED AND AND LOSS NET LOSSES OUTSTANDING DIRECT
LOSSES CEDED SUBROGATION EXPENSES & EXPENSES DIRECT AND AND
WERE INC ANTICIPATED UNPAID UNPAID ASSUMED ASSUMED
01 PRIOR 0 0 42 4,692 26 XXX
02 1984 0 0 0 15 5 150,697
03 1985 0 0 1 71 11 175,764
04 1986 0 5 2 -550 16 145,613
05 1987 0 20 20 569 25 118,475
06 1988 1 44 63 1,309 49 132,707
07 1989 0 85 80 2,793 128 136,468
08 1990 14 232 293 12,270 294 165,588
09 1991 41 567 672 16,400 555 124,373
10 1992 86 1,416 1,938 41,972 1,618 143,236
11 1993 459 2,370 3,807 82,497 8,931 162,307
12 TOTAL 603 4,753 6,939 162,068 11,665 XXX

SCHEDULE P - PART 1B - PRIVATE PASSENGER AUTO LIABILITY/MEDICAL
1 TOTAL LOSSES AND LOSS LOSS AND LOSS EXPENSE PERCENTAGE DISCOUNT FOR
YEARS IN EXPENSES INCURRED (INCURRED/PREMIUMS EARNED) TIME VALUE
WHICH PRE- OF MONEY
MIUMS WERE 26 27 28 29 30 31
EARNED AND DIRECT
LOSSES CEDED NET* AND CEDED NET LOSS
WERE INC ASSUMED
01 PRIOR XXX XXX XXX XXX XXX 1,218
02 1984 5,377 145,313 96.247 97.268 96.205 0
03 1985 7,826 167,937 101.149 125.638 100.238 0
04 1986 7,851 137,754 83.689 93.164 83.202 0
05 1987 6,599 111,868 79.995 49.275 83.043 0
06 1988 14,983 117,724 84.420 112.333 81.832 0
07 1989 7,035 129,431 83.492 113.376 82.311 0
08 1990 6,759 158,820 84.658 109.422 83.845 0
09 1991 24,916 99,456 70.949 59.360 74.597 0
10 1992 21,978 121,258 69.302 51.983 73.756 0
11 1993 34,220 128,080 68.501 61.232 70.740 0
12 TOTAL XXX XXX XXX XXX XXX 1,218

SCHEDULE P - PART 1B - PRIVATE PASSENGER AUTO LIABILITY/MEDICAL
1 DISCOUNT FOR 33 NET BALANCE SHEET
YEARS IN TIME VALUE RESERVES AFTER DISCOUNT
WHICH PRE- OF MONEY INTER-
MIUMS WERE 32 COMPANY 34 35
EARNED AND POOLING LOSS
LOSSES LOSS PARTICIPATION LOSSES EXPENSES
WERE INC EXPENSE PERCENTAGE UNPAID UNPAID
01 PRIOR 0 XXX 3,427 47
02 1984 0 .000 14 0
03 1985 0 .000 67 3
04 1986 0 .000 -570 19
05 1987 0 .000 491 77
06 1988 0 .000 1,188 119
07 1989 0 .000 2,603 189
08 1990 0 .000 11,678 583
09 1991 0 .000 15,021 1,378
10 1992 0 .000 38,191 3,780
11 1993 0 .000 77,209 5,287
12 TOTAL 0 XXX 149,350 11,499
NOTE: FOR "PRIOR," REPORT AMOUNTS PAID OR RECEIVED IN CURRENT YEAR ONLY.
REPORT CUMULATIVE AMOUNTS PAID OR RECEIVED FOR SPECIFIC YEARS.
REPORT LOSS PAYMENTS NET OF SALVAGE AND SUBROGATION RECEIVED.
*NET = (25 - 26) = (11 + 23)

SCHEDULE P - PART 1C - COMMERCIAL AUTO/TRUCK LIABILITY/MEDICAL
(000 OMITTED)
1 PREMIUMS EARNED LOSS AND LOSS EXPENSE PAYMENTS
YEARS IN 2 3 4 ALLOCATED LOSS
WHICH PRE- LOSS PAYMENTS EXP PAYMENTS
MIUMS WERE DIRECT NET 5 6 7
EARNED AND AND CEDED (2 - 3) DIRECT DIRECT
LOSSES ASSUMED AND CEDED AND
WERE INC ASSUMED ASSUMED
01 PRIOR XXX XXX XXX 106 388 809
02 1984 99,917 9,664 90,253 113,873 21,594 8,282
03 1985 134,194 21,349 112,845 118,397 23,353 9,697
04 1986 195,916 44,698 151,218 100,622 14,198 8,293
05 1987 184,827 32,125 152,702 93,157 8,614 6,302
06 1988 168,525 17,622 150,903 98,342 10,819 10,609
07 1989 162,183 13,995 148,188 105,793 13,383 11,336
08 1990 160,715 25,685 135,030 89,676 14,201 8,594
09 1991 144,150 27,718 116,432 55,126 8,689 4,103
10 1992 168,319 58,292 110,027 44,252 14,402 3,816
11 1993 180,556 63,008 117,548 18,722 6,394 1,673
12 TOTAL XXX XXX XXX 838,066 136,035 73,514

SCHEDULE P - PART 1C - COMMERCIAL AUTO/TRUCK LIABILITY/MEDICAL
1 LOSS AND LOSS EXPENSE PAYMENTS LOSSES UNPAID
YEARS IN ALLOC LOSS 9 10 11 12 CASE BASIS
WHICH PRE- EXPENSE NUMBER OF
MIUMS WERE PAYMENTS SALVAGE UNALLOCATED TOTAL CLAIMS 13
EARNED AND 8 AND LOSS NET PAID REPORTED - DIRECT
LOSSES CEDED SUBROGATION EXPENSE (5 - 6 + 7 DIRECT AND AND
WERE INC RECEIVED PAYMENTS - 8 + 10) ASSUMED ASSUMED
01 PRIOR 421 0 -2 104 XXX 9,660
02 1984 2,179 1,375 5,444 103,826 32,366 1,601
03 1985 1,095 605 7,367 111,013 27,502 389
04 1986 815 540 8,726 102,628 18,044 604
05 1987 711 521 9,506 99,640 16,956 1,231
06 1988 1,437 735 10,109 106,804 19,088 3,947
07 1989 1,772 676 10,474 112,448 21,008 7,317
08 1990 1,265 677 9,226 92,030 17,365 13,548
09 1991 256 408 6,819 57,103 13,854 19,320
10 1992 1,630 346 5,877 37,913 13,214 36,056
11 1993 634 163 3,698 17,065 14,318 41,869
12 TOTAL 12,215 6,046 77,244 840,574 XXX 135,584

SCHEDULE P - PART 1C - COMMERCIAL AUTO/TRUCK LIABILITY/MEDICAL
1 LOSSES UNPAID ALLOCATED LOSS EXPENSES UNPAID
YEARS IN CASE BASIS BULK + IBNR CASE BASIS BULK + IBNR
WHICH PRE-
MIUMS WERE 14 15 16 17 18 19
EARNED AND DIRECT DIRECT DIRECT
LOSSES CEDED AND CEDED AND CEDED AND
WERE INC ASSUMED ASSUMED ASSUMED
01 PRIOR 844 894 595 262 138 57
02 1984 776 121 122 240 140 26
03 1985 193 638 500 134 43 180
04 1986 237 2,443 1,111 133 51 445
05 1987 148 1,893 1,075 225 52 506
06 1988 1,549 2,932 1,078 770 328 414
07 1989 2,427 8,315 2,748 2,370 846 1,028
08 1990 5,882 10,688 6,434 3,501 1,237 1,315
09 1991 5,989 25,699 8,388 3,802 1,069 2,916
10 1992 16,222 40,346 17,368 5,301 1,947 4,323
11 1993 14,064 68,654 17,734 4,933 1,734 1,637
12 TOTAL 48,362 162,657 57,180 21,703 7,607 12,851

SCHEDULE P - PART 1C - COMMERCIAL AUTO/TRUCK LIABILITY/MEDICAL
1 21 22 23 24 TOTAL LOSSES
YEARS IN BULK + IBNR & LOSS EXP
WHICH PRE- NUMBER OF INCURRED
MIUMS WERE 20 SALVAGE UNALLOCATED TOTAL CLAIMS 25
EARNED AND AND LOSS NET LOSSES OUTSTANDING DIRECT
LOSSES CEDED SUBROGATION EXPENSES & EXPENSES DIRECT AND AND
WERE INC ANTICIPATED UNPAID UNPAID ASSUMED ASSUMED
01 PRIOR 12 0 115 9,398 67 XXX
02 1984 31 0 147 1,065 7 129,855
03 1985 150 0 47 502 4 136,985
04 1986 325 0 62 1,970 12 121,470
05 1987 316 2 73 2,337 25 113,091
06 1988 260 53 295 5,151 52 127,688
07 1989 686 78 732 13,060 129 147,800
08 1990 927 85 1,210 15,784 272 138,343
09 1991 1,529 95 1,815 36,578 567 120,432
10 1992 1,750 143 3,059 51,790 1,094 144,643
11 1993 1,632 288 3,918 85,837 3,721 146,344
12 TOTAL 7,630 751 11,502 223,516 5,951 XXX

SCHEDULE P - PART 1C - COMMERCIAL AUTO/TRUCK LIABILITY/MEDICAL
1 TOTAL LOSSES AND LOSS LOSS AND LOSS EXPENSE PERCENTAGE DISCOUNT FOR
YEARS IN EXPENSES INCURRED (INCURRED/PREMIUMS EARNED) TIME VALUE
WHICH PRE- OF MONEY
MIUMS WERE 26 27 28 29 30 31
EARNED AND DIRECT
LOSSES CEDED NET* AND CEDED NET LOSS
WERE INC ASSUMED
01 PRIOR XXX XXX XXX XXX XXX 5,186
02 1984 24,954 104,900 129.962 258.216 116.228 0
03 1985 25,449 111,528 102.079 119.204 98.832 0
04 1986 16,863 104,599 62.001 37.726 69.170 0
05 1987 11,107 101,984 61.187 34.574 66.786 0
06 1988 15,718 111,970 75.767 89.195 74.199 0
07 1989 22,291 125,509 91.131 159.278 84.695 0
08 1990 30,521 107,820 86.079 118.828 79.848 0
09 1991 26,743 93,687 83.546 96.482 80.464 0
10 1992 54,932 89,702 85.933 94.235 81.527 0
11 1993 43,434 102,902 81.051 68.934 87.540 0
12 TOTAL XXX XXX XXX XXX XXX 5,186

SCHEDULE P - PART 1C - COMMERCIAL AUTO/TRUCK LIABILITY/MEDICAL
1 DISCOUNT FOR 33 NET BALANCE SHEET
YEARS IN TIME VALUE RESERVES AFTER DISCOUNT
WHICH PRE- OF MONEY INTER-
MIUMS WERE 32 COMPANY 34 35
EARNED AND POOLING LOSS
LOSSES LOSS PARTICIPATION LOSSES EXPENSES
WERE INC EXPENSE PERCENTAGE UNPAID UNPAID
01 PRIOR 0 XXX 3,927 284
02 1984 0 .000 823 241
03 1985 0 .000 333 167
04 1986 0 .000 1,705 264
05 1987 0 .000 1,901 436
06 1988 0 .000 4,250 892
07 1989 0 .000 10,455 2,598
08 1990 0 .000 11,919 3,864
09 1991 0 .000 30,641 5,936
10 1992 0 .000 42,804 8,986
11 1993 0 .000 78,716 7,113
12 TOTAL 0 XXX 187,511 30,819
NOTE: FOR "PRIOR," REPORT AMOUNTS PAID OR RECEIVED IN CURRENT YEAR ONLY.
REPORT CUMULATIVE AMOUNTS PAID OR RECEIVED FOR SPECIFIC YEARS.
REPORT LOSS PAYMENTS NET OF SALVAGE AND SUBROGATION RECEIVED.
*NET = (25 - 26) = (11 + 23)

SCHEDULE P - PART 1D - WORKERS' COMPENSATION
(000 OMITTED)
1 PREMIUMS EARNED LOSS AND LOSS EXPENSE PAYMENTS
YEARS IN 2 3 4 ALLOCATED LOSS
WHICH PRE- LOSS PAYMENTS EXP PAYMENTS
MIUMS WERE DIRECT NET 5 6 7
EARNED AND AND CEDED (2 - 3) DIRECT DIRECT
LOSSES ASSUMED AND CEDED AND
WERE INC ASSUMED ASSUMED
01 PRIOR XXX XXX XXX 16,907 8,903 849
02 1984 209,629 20,479 189,150 176,070 6,529 7,383
03 1985 244,145 14,011 230,134 216,899 9,539 7,870
04 1986 237,721 16,301 221,420 158,287 6,465 5,704
05 1987 199,220 15,757 183,463 142,534 7,026 4,825
06 1988 248,324 30,460 217,864 154,826 9,147 5,062
07 1989 198,852 14,017 184,835 138,233 9,635 4,935
08 1990 178,725 17,913 160,812 122,777 13,737 4,667
09 1991 181,465 34,575 146,890 90,553 13,507 3,807
10 1992 176,685 42,915 133,770 61,345 14,961 2,448
11 1993 154,385 43,649 110,736 18,399 6,582 566
12 TOTAL XXX XXX XXX 1,296,830 106,031 48,116

SCHEDULE P - PART 1D - WORKERS' COMPENSATION
1 LOSS AND LOSS EXPENSE PAYMENTS LOSSES UNPAID
YEARS IN ALLOC LOSS 9 10 11 12 CASE BASIS
WHICH PRE- EXPENSE NUMBER OF
MIUMS WERE PAYMENTS SALVAGE UNALLOCATED TOTAL CLAIMS 13
EARNED AND 8 AND LOSS NET PAID REPORTED - DIRECT
LOSSES CEDED SUBROGATION EXPENSE (5 - 6 + 7 DIRECT AND AND
WERE INC RECEIVED PAYMENTS - 8 + 10) ASSUMED ASSUMED
01 PRIOR 503 46 965 9,315 XXX 118,164
02 1984 514 5,018 13,956 190,366 74,530 16,443
03 1985 585 4,158 18,471 233,116 66,953 13,452
04 1986 489 3,209 15,025 172,062 44,843 10,658
05 1987 389 3,072 13,004 152,948 40,453 10,709
06 1988 415 3,124 13,753 164,079 44,199 74,465
07 1989 570 1,759 12,592 145,555 37,532 22,543
08 1990 709 1,655 10,797 123,795 30,173 22,748
09 1991 969 444 11,448 91,332 23,240 29,496
10 1992 898 212 9,948 57,882 20,958 34,395
11 1993 215 4 5,894 18,062 14,222 21,141
12 TOTAL 6,256 22,701 125,853 1,358,512 XXX 374,258

SCHEDULE P - PART 1D - WORKERS' COMPENSATION
1 LOSSES UNPAID ALLOCATED LOSS EXPENSES UNPAID
YEARS IN CASE BASIS BULK + IBNR CASE BASIS BULK + IBNR
WHICH PRE-
MIUMS WERE 14 15 16 17 18 19
EARNED AND DIRECT DIRECT DIRECT
LOSSES CEDED AND CEDED AND CEDED AND
WERE INC ASSUMED ASSUMED ASSUMED
01 PRIOR 50,741 19,204 5,299 3,354 1,426 126
02 1984 6,573 2,678 1,876 616 297 173
03 1985 1,656 2,052 326 444 103 23
04 1986 786 1,919 116 348 43 13
05 1987 712 4,655 275 439 41 239
06 1988 32,283 16,709 520 4,821 75 532
07 1989 1,635 10,599 977 786 76 681
08 1990 3,470 13,679 1,348 1,036 193 407
09 1991 4,227 23,281 4,479 1,244 256 1,277
10 1992 7,978 35,601 7,739 1,585 486 1,693
11 1993 6,506 48,356 9,651 1,139 416 8,629
12 TOTAL 116,612 178,783 32,629 15,857 3,437 13,820

SCHEDULE P - PART 1D - WORKERS' COMPENSATION
1 21 22 23 24 TOTAL LOSSES
YEARS IN BULK + IBNR & LOSS EXP
WHICH PRE- NUMBER OF INCURRED
MIUMS WERE 20 SALVAGE UNALLOCATED TOTAL CLAIMS 25
EARNED AND AND LOSS NET LOSSES OUTSTANDING DIRECT
LOSSES CEDED SUBROGATION EXPENSES & EXPENSES DIRECT AND AND
WERE INC ANTICIPATED UNPAID UNPAID ASSUMED ASSUMED
01 PRIOR 123 0 3,208 86,469 1,982 XXX
02 1984 166 0 735 11,738 236 218,331
03 1985 22 0 657 14,528 204 260,274
04 1986 13 321 475 12,464 148 192,854
05 1987 21 651 856 15,856 192 177,657
06 1988 42 983 2,403 66,014 357 277,358
07 1989 70 1,411 1,949 33,813 398 192,846
08 1990 123 2,521 2,441 35,183 580 179,194
09 1991 323 1,843 2,876 48,899 932 165,026
10 1992 524 1,359 3,604 60,151 1,408 152,427
11 1993 647 1,428 4,413 66,460 1,971 110,523
12 TOTAL 2,087 10,553 23,662 451,619 8,420 XXX

SCHEDULE P - PART 1D - WORKERS' COMPENSATION
1 TOTAL LOSSES AND LOSS LOSS AND LOSS EXPENSE PERCENTAGE DISCOUNT FOR
YEARS IN EXPENSES INCURRED (INCURRED/PREMIUMS EARNED) TIME VALUE
WHICH PRE- OF MONEY
MIUMS WERE 26 27 28 29 30 31
EARNED AND DIRECT
LOSSES CEDED NET* AND CEDED NET LOSS
WERE INC ASSUMED
01 PRIOR XXX XXX XXX XXX XXX 597
02 1984 16,210 202,112 104.151 79.154 106.852 0
03 1985 12,615 247,651 106.606 90.036 107.611 0
04 1986 8,319 184,528 81.126 51.033 83.338 0
05 1987 8,845 168,804 89.176 56.133 92.009 0
06 1988 47,256 230,101 111.691 155.141 105.616 0
07 1989 13,468 179,371 96.979 96.083 97.043 0
08 1990 20,207 158,979 100.262 112.806 98.860 0
09 1991 24,953 140,071 90.940 72.170 95.357 0
10 1992 34,392 118,027 86.270 80.139 88.231 0
11 1993 25,986 84,530 71.589 59.534 76.334 0
12 TOTAL XXX XXX XXX XXX XXX 597

SCHEDULE P - PART 1D - WORKERS' COMPENSATION
1 DISCOUNT FOR 33 NET BALANCE SHEET
YEARS IN TIME VALUE RESERVES AFTER DISCOUNT
WHICH PRE- OF MONEY INTER-
MIUMS WERE 32 COMPANY 34 35
EARNED AND POOLING LOSS
LOSSES LOSS PARTICIPATION LOSSES EXPENSES
WERE INC EXPENSE PERCENTAGE UNPAID UNPAID
01 PRIOR 0 XXX 80,731 5,140
02 1984 0 .000 10,669 1,060
03 1985 0 .000 13,520 999
04 1986 0 .000 11,682 781
05 1987 0 .000 14,375 1,480
06 1988 0 .000 58,368 7,646
07 1989 0 .000 30,529 3,283
08 1990 0 .000 31,608 3,574
09 1991 0 .000 44,070 4,827
10 1992 0 .000 54,277 5,872
11 1993 0 .000 53,340 13,119
12 TOTAL 0 XXX 403,196 47,818
NOTE: FOR "PRIOR," REPORT AMOUNTS PAID OR RECEIVED IN CURRENT YEAR ONLY.
REPORT CUMULATIVE AMOUNTS PAID OR RECEIVED FOR SPECIFIC YEARS.
REPORT LOSS PAYMENTS NET OF SALVAGE AND SUBROGATION RECEIVED.
*NET = (25 - 26) = (11 + 23)

SCHEDULE P - PART 1E - COMMERICAL MULTIPLE PERIL
(000 OMITTED)
1 PREMIUMS EARNED LOSS AND LOSS EXPENSE PAYMENTS
YEARS IN 2 3 4 ALLOCATED LOSS
WHICH PRE- LOSS PAYMENTS EXP PAYMENTS
MIUMS WERE DIRECT NET 5 6 7
EARNED AND AND CEDED (2 - 3) DIRECT DIRECT
LOSSES ASSUMED AND CEDED AND
WERE INC ASSUMED ASSUMED
01 PRIOR XXX XXX XXX 1,034 1,023 1,417
02 1984 229,865 10,345 219,520 201,883 9,592 20,669
03 1985 235,130 13,447 221,683 141,252 7,892 19,241
04 1986 232,521 21,855 210,666 71,667 3,243 14,935
05 1987 237,986 20,249 217,737 82,077 5,686 13,663
06 1988 239,497 17,430 222,067 91,799 4,135 13,541
07 1989 222,552 16,447 206,105 96,085 8,055 12,171
08 1990 237,352 15,401 221,951 97,718 4,694 12,338
09 1991 230,069 16,715 213,354 96,556 5,597 10,089
10 1992 206,446 18,819 187,627 89,749 12,780 5,391
11 1993 192,472 21,458 171,014 35,345 3,926 1,847
12 TOTAL XXX XXX XXX 1,005,165 66,623 125,302

SCHEDULE P - PART 1E - COMMERICAL MULTIPLE PERIL
1 LOSS AND LOSS EXPENSE PAYMENTS LOSSES UNPAID
YEARS IN ALLOC LOSS 9 10 11 12 CASE BASIS
WHICH PRE- EXPENSE NUMBER OF
MIUMS WERE PAYMENTS SALVAGE UNALLOCATED TOTAL CLAIMS 13
EARNED AND 8 AND LOSS NET PAID REPORTED - DIRECT
LOSSES CEDED SUBROGATION EXPENSE (5 - 6 + 7 DIRECT AND AND
WERE INC RECEIVED PAYMENTS - 8 + 10) ASSUMED ASSUMED
01 PRIOR 13 8 1 1,416 XXX 5,794
02 1984 1,256 3,286 10,122 221,826 27,145 2,168
03 1985 1,710 5,888 13,036 163,927 22,716 2,470
04 1986 1,164 2,256 7,535 89,730 13,642 2,486
05 1987 726 1,659 7,486 96,814 12,396 2,931
06 1988 298 2,658 7,615 108,522 13,894 10,792
07 1989 684 3,107 7,357 106,874 15,251 12,950
08 1990 465 1,873 7,826 112,723 15,781 17,650
09 1991 394 1,384 9,416 110,070 15,143 18,209
10 1992 220 642 9,103 91,243 13,467 29,765
11 1993 75 174 6,418 39,609 10,109 20,692
12 TOTAL 7,005 22,935 85,915 1,142,754 XXX 125,956

SCHEDULE P - PART 1E - COMMERICAL MULTIPLE PERIL
1 LOSSES UNPAID ALLOCATED LOSS EXPENSES UNPAID
YEARS IN CASE BASIS BULK + IBNR CASE BASIS BULK + IBNR
WHICH PRE-
MIUMS WERE 14 15 16 17 18 19
EARNED AND DIRECT DIRECT DIRECT
LOSSES CEDED AND CEDED AND CEDED AND
WERE INC ASSUMED ASSUMED ASSUMED
01 PRIOR 641 89 15 1,159 155 0
02 1984 4 73 0 530 0 4
03 1985 0 2,660 0 641 0 0
04 1986 22 585 0 645 5 0
05 1987 -19 1,938 115 762 -1 593
06 1988 837 5,862 55 2,754 166 712
07 1989 776 5,012 236 3,381 18 1,573
08 1990 443 14,409 940 4,613 122 3,215
09 1991 341 16,471 1,174 4,750 91 4,839
10 1992 5,166 21,861 1,606 7,432 1,201 6,410
11 1993 1,032 50,629 5,432 4,964 192 13,734
12 TOTAL 9,266 119,633 9,593 31,682 1,958 31,114

SCHEDULE P - PART 1E - COMMERICAL MULTIPLE PERIL
1 21 22 23 24 TOTAL LOSSES
YEARS IN BULK + IBNR & LOSS EXP
WHICH PRE- NUMBER OF INCURRED
MIUMS WERE 20 SALVAGE UNALLOCATED TOTAL CLAIMS 25
EARNED AND AND LOSS NET LOSSES OUTSTANDING DIRECT
LOSSES CEDED SUBROGATION EXPENSES & EXPENSES DIRECT AND AND
WERE INC ANTICIPATED UNPAID UNPAID ASSUMED ASSUMED
01 PRIOR 0 0 218 6,449 74 XXX
02 1984 0 0 113 2,885 74 235,661
03 1985 0 0 148 5,929 71 179,886
04 1986 0 43 139 3,834 64 98,226
05 1987 60 262 379 6,467 70 109,786
06 1988 49 444 1,336 20,363 139 133,996
07 1989 116 865 1,310 23,087 298 139,560
08 1990 313 1,078 2,502 40,570 412 160,287
09 1991 420 1,627 2,799 45,057 687 163,083
10 1992 637 2,041 3,726 60,592 1,013 173,888
11 1993 1,523 1,749 6,202 88,047 1,834 140,558
12 TOTAL 3,140 8,136 18,901 303,325 4,743 XXX

SCHEDULE P - PART 1E - COMMERICAL MULTIPLE PERIL
1 TOTAL LOSSES AND LOSS LOSS AND LOSS EXPENSE PERCENTAGE DISCOUNT FOR
YEARS IN EXPENSES INCURRED (INCURRED/PREMIUMS EARNED) TIME VALUE
WHICH PRE- OF MONEY
MIUMS WERE 26 27 28 29 30 31
EARNED AND DIRECT
LOSSES CEDED NET* AND CEDED NET LOSS
WERE INC ASSUMED
01 PRIOR XXX XXX XXX XXX XXX 494
02 1984 10,932 224,720 102.521 105.674 102.368 0
03 1985 10,022 169,857 76.504 74.529 76.621 0
04 1986 4,652 93,573 42.243 21.285 44.417 0
05 1987 6,504 103,281 46.131 32.120 47.433 0
06 1988 5,096 128,892 55.948 29.236 58.041 0
07 1989 9,589 129,963 62.708 58.302 63.056 0
08 1990 6,984 153,301 67.531 45.347 69.069 0
09 1991 7,953 155,121 70.884 47.580 72.705 0
10 1992 22,046 151,833 84.229 117.147 80.922 0
11 1993 12,885 127,666 73.027 60.047 74.652 0
12 TOTAL XXX XXX XXX XXX XXX 494

SCHEDULE P - PART 1E - COMMERICAL MULTIPLE PERIL
1 DISCOUNT FOR 33 NET BALANCE SHEET
YEARS IN TIME VALUE RESERVES AFTER DISCOUNT
WHICH PRE- OF MONEY INTER-
MIUMS WERE 32 COMPANY 34 35
EARNED AND POOLING LOSS
LOSSES LOSS PARTICIPATION LOSSES EXPENSES
WERE INC EXPENSE PERCENTAGE UNPAID UNPAID
01 PRIOR 0 XXX 4,731 1,222
02 1984 0 .000 2,237 648
03 1985 0 .000 5,138 789
04 1986 0 .000 3,055 778
05 1987 0 .000 4,778 1,681
06 1988 0 .000 15,760 4,594
07 1989 0 .000 16,943 6,137
08 1990 0 .000 30,669 9,894
09 1991 0 .000 33,163 11,885
10 1992 0 .000 44,852 15,731
11 1993 0 .000 64,856 23,191
12 TOTAL 0 XXX 226,228 76,601
NOTE: FOR "PRIOR," REPORT AMOUNTS PAID OR RECEIVED IN CURRENT YEAR ONLY.
REPORT CUMULATIVE AMOUNTS PAID OR RECEIVED FOR SPECIFIC YEARS.
REPORT LOSS PAYMENTS NET OF SALVAGE AND SUBROGATION RECEIVED.
*NET = (25 - 26) = (11 + 23)

SCHEDULE P - PART 1F - SECTION 1 - MEDICAL MALPRACTICE - OCCURRENCE
(000 OMITTED)
1 PREMIUMS EARNED LOSS AND LOSS EXPENSE PAYMENTS
YEARS IN 2 3 4 ALLOCATED LOSS
WHICH PRE- LOSS PAYMENTS EXP PAYMENTS
MIUMS WERE DIRECT NET 5 6 7
EARNED AND AND CEDED (2 - 3) DIRECT DIRECT
LOSSES ASSUMED AND CEDED AND
WERE INC ASSUMED ASSUMED
01 PRIOR XXX XXX XXX 1 0 0
02 1984 179 155 24 44 40 28
03 1985 107 78 29 0 0 0
04 1986 8 0 8 0 0 0
05 1987 0 0 0 0 0 0
06 1988 0 0 0 0 0 0
07 1989 0 0 0 0 0 0
08 1990 0 0 0 0 0 0
09 1991 0 0 0 0 0 0
10 1992 0 0 0 0 1 0
11 1993 0 0 0 0 0 0
12 TOTAL XXX XXX XXX 45 41 28

SCHEDULE P - PART 1F - SECTION 1 - MEDICAL MALPRACTICE - OCCURRENCE
1 LOSS AND LOSS EXPENSE PAYMENTS LOSSES UNPAID
YEARS IN ALLOC LOSS 9 10 11 12 CASE BASIS
WHICH PRE- EXPENSE NUMBER OF
MIUMS WERE PAYMENTS SALVAGE UNALLOCATED TOTAL CLAIMS 13
EARNED AND 8 AND LOSS NET PAID REPORTED - DIRECT
LOSSES CEDED SUBROGATION EXPENSE (5 - 6 + 7 DIRECT AND AND
WERE INC RECEIVED PAYMENTS - 8 + 10) ASSUMED ASSUMED
01 PRIOR 0 0 0 1 XXX 647
02 1984 20 0 1 13 1 0
03 1985 0 0 0 0 1 0
04 1986 0 0 0 0 0 0
05 1987 0 0 0 0 0 0
06 1988 0 0 0 0 0 0
07 1989 0 0 5 5 0 0
08 1990 0 0 0 0 0 0
09 1991 0 0 0 0 0 0
10 1992 0 0 0 -1 0 0
11 1993 0 0 0 0 0 0
12 TOTAL 20 0 6 18 XXX 647

SCHEDULE P - PART 1F - SECTION 1 - MEDICAL MALPRACTICE - OCCURRENCE
1 LOSSES UNPAID ALLOCATED LOSS EXPENSES UNPAID
YEARS IN CASE BASIS BULK + IBNR CASE BASIS BULK + IBNR
WHICH PRE-
MIUMS WERE 14 15 16 17 18 19
EARNED AND DIRECT DIRECT DIRECT
LOSSES CEDED AND CEDED AND CEDED AND
WERE INC ASSUMED ASSUMED ASSUMED
01 PRIOR 0 1,386 0 0 0 0
02 1984 0 4 0 0 0 0
03 1985 0 0 0 0 0 0
04 1986 0 0 0 0 0 0
05 1987 0 0 0 0 0 0
06 1988 0 0 0 0 0 0
07 1989 0 0 0 0 0 0
08 1990 0 0 0 0 0 0
09 1991 0 0 0 0 0 0
10 1992 0 0 0 0 0 0
11 1993 0 0 0 0 0 0
12 TOTAL 0 1,391 0 0 0 0

SCHEDULE P - PART 1F - SECTION 1 - MEDICAL MALPRACTICE - OCCURRENCE
1 21 22 23 24 TOTAL LOSSES
YEARS IN BULK + IBNR & LOSS EXP
WHICH PRE- NUMBER OF INCURRED
MIUMS WERE 20 SALVAGE UNALLOCATED TOTAL CLAIMS 25
EARNED AND AND LOSS NET LOSSES OUTSTANDING DIRECT
LOSSES CEDED SUBROGATION EXPENSES & EXPENSES DIRECT AND AND
WERE INC ANTICIPATED UNPAID UNPAID ASSUMED ASSUMED
01 PRIOR 0 0 0 2,043 2 XXX
02 1984 0 0 0 4 1 80
03 1985 0 0 0 0 0 1
04 1986 0 0 0 0 0 0
05 1987 0 0 0 0 0 0
06 1988 0 0 0 0 0 0
07 1989 0 0 0 0 0 5
08 1990 0 0 0 0 0 0
09 1991 0 0 0 0 0 0
10 1992 0 0 0 0 0 0
11 1993 0 0 0 0 0 0
12 TOTAL 0 0 0 2,048 3 XXX

SCHEDULE P - PART 1F - SECTION 1 - MEDICAL MALPRACTICE - OCCURRENCE
1 TOTAL LOSSES AND LOSS LOSS AND LOSS EXPENSE PERCENTAGE DISCOUNT FOR
YEARS IN EXPENSES INCURRED (INCURRED/PREMIUMS EARNED) TIME VALUE
WHICH PRE- OF MONEY
MIUMS WERE 26 27 28 29 30 31
EARNED AND DIRECT
LOSSES CEDED NET* AND CEDED NET LOSS
WERE INC ASSUMED
01 PRIOR XXX XXX XXX XXX XXX 0
02 1984 61 18 44.692 39.354 75.000 0
03 1985 0 1 .934 .000 3.448 0
04 1986 0 0 .000 .000 .000 0
05 1987 0 0 .000 .000 .000 0
06 1988 0 0 .000 .000 .000 0
07 1989 0 5 .000 .000 .000 0
08 1990 0 0 .000 .000 .000 0
09 1991 0 0 .000 .000 .000 0
10 1992 1 -1 .000 .000 .000 0
11 1993 0 0 .000 .000 .000 0
12 TOTAL XXX XXX XXX XXX XXX 0

SCHEDULE P - PART 1F - SECTION 1 - MEDICAL MALPRACTICE - OCCURRENCE
1 DISCOUNT FOR 33 NET BALANCE SHEET
YEARS IN TIME VALUE RESERVES AFTER DISCOUNT
WHICH PRE- OF MONEY INTER-
MIUMS WERE 32 COMPANY 34 35
EARNED AND POOLING LOSS
LOSSES LOSS PARTICIPATION LOSSES EXPENSES
WERE INC EXPENSE PERCENTAGE UNPAID UNPAID
01 PRIOR 0 XXX 2,042 0
02 1984 0 .000 4 0
03 1985 0 .000 0 0
04 1986 0 .000 0 0
05 1987 0 .000 0 0
06 1988 0 .000 0 0
07 1989 0 .000 0 0
08 1990 0 .000 0 0
09 1991 0 .000 0 0
10 1992 0 .000 0 0
11 1993 0 .000 0 0
12 TOTAL 0 XXX 2,047 0
NOTE: FOR "PRIOR," REPORT AMOUNTS PAID OR RECEIVED IN CURRENT YEAR ONLY.
REPORT CUMULATIVE AMOUNTS PAID OR RECEIVED FOR SPECIFIC YEARS.
REPORT LOSS PAYMENTS NET OF SALVAGE AND SUBROGATION RECEIVED.
*NET = (25 - 26) = (11 + 23)

SCHEDULE P - PART 1F - SECTION 2 - MEDICAL MALPRACTICE - CLAIMS MADE
(000 OMITTED)
1 PREMIUMS EARNED LOSS AND LOSS EXPENSE PAYMENTS
YEARS IN 2 3 4 ALLOCATED LOSS
WHICH PRE- LOSS PAYMENTS EXP PAYMENTS
MIUMS WERE DIRECT NET 5 6 7
EARNED AND AND CEDED (2 - 3) DIRECT DIRECT
LOSSES ASSUMED AND CEDED AND
WERE INC ASSUMED ASSUMED
01 PRIOR XXX XXX XXX 0 0 0
02 1984 0 0 0 0 0 0
03 1985 0 0 0 0 0 0
04 1986 0 0 0 0 0 0
05 1987 0 0 0 0 0 0
06 1988 0 0 0 0 0 0
07 1989 0 0 0 0 0 0
08 1990 0 0 0 0 0 0
09 1991 0 0 0 0 0 0
10 1992 0 0 0 0 0 0
11 1993 0 0 0 0 0 0
12 TOTAL XXX XXX XXX 0 0 0

SCHEDULE P - PART 1F - SECTION 2 - MEDICAL MALPRACTICE - CLAIMS MADE
1 LOSS AND LOSS EXPENSE PAYMENTS LOSSES UNPAID
YEARS IN ALLOC LOSS 9 10 11 12 CASE BASIS
WHICH PRE- EXPENSE NUMBER OF
MIUMS WERE PAYMENTS SALVAGE UNALLOCATED TOTAL CLAIMS 13
EARNED AND 8 AND LOSS NET PAID REPORTED - DIRECT
LOSSES CEDED SUBROGATION EXPENSE (5 - 6 + 7 DIRECT AND AND
WERE INC RECEIVED PAYMENTS - 8 + 10) ASSUMED ASSUMED
01 PRIOR 0 0 0 0 XXX 0
02 1984 0 0 0 0 0 0
03 1985 0 0 0 0 0 0
04 1986 0 0 0 0 0 0
05 1987 0 0 0 0 0 0
06 1988 0 0 0 0 0 0
07 1989 0 0 0 0 0 0
08 1990 0 0 0 0 0 0
09 1991 0 0 0 0 0 0
10 1992 0 0 0 0 0 0
11 1993 0 0 0 0 0 0
12 TOTAL 0 0 0 0 XXX 0

SCHEDULE P - PART 1F - SECTION 2 - MEDICAL MALPRACTICE - CLAIMS MADE
1 LOSSES UNPAID ALLOCATED LOSS EXPENSES UNPAID
YEARS IN CASE BASIS BULK + IBNR CASE BASIS BULK + IBNR
WHICH PRE-
MIUMS WERE 14 15 16 17 18 19
EARNED AND DIRECT DIRECT DIRECT
LOSSES CEDED AND CEDED AND CEDED AND
WERE INC ASSUMED ASSUMED ASSUMED
01 PRIOR 0 0 0 0 0 0
02 1984 0 0 0 0 0 0
03 1985 0 0 0 0 0 0
04 1986 0 0 0 0 0 0
05 1987 0 0 0 0 0 0
06 1988 0 0 0 0 0 0
07 1989 0 0 0 0 0 0
08 1990 0 0 0 0 0 0
09 1991 0 0 0 0 0 0
10 1992 0 0 0 0 0 0
11 1993 0 0 0 0 0 0
12 TOTAL 0 0 0 0 0 0

SCHEDULE P - PART 1F - SECTION 2 - MEDICAL MALPRACTICE - CLAIMS MADE
1 21 22 23 24 TOTAL LOSSES
YEARS IN BULK + IBNR & LOSS EXP
WHICH PRE- NUMBER OF INCURRED
MIUMS WERE 20 SALVAGE UNALLOCATED TOTAL CLAIMS 25
EARNED AND AND LOSS NET LOSSES OUTSTANDING DIRECT
LOSSES CEDED SUBROGATION EXPENSES & EXPENSES DIRECT AND AND
WERE INC ANTICIPATED UNPAID UNPAID ASSUMED ASSUMED
01 PRIOR 0 0 0 0 0 XXX
02 1984 0 0 0 0 0 0
03 1985 0 0 0 0 0 0
04 1986 0 0 0 0 0 0
05 1987 0 0 0 0 0 0
06 1988 0 0 0 0 0 0
07 1989 0 0 0 0 0 0
08 1990 0 0 0 0 0 0
09 1991 0 0 0 0 0 0
10 1992 0 0 0 0 0 0
11 1993 0 0 0 0 0 0
12 TOTAL 0 0 0 0 0 XXX

SCHEDULE P - PART 1F - SECTION 2 - MEDICAL MALPRACTICE - CLAIMS MADE
1 TOTAL LOSSES AND LOSS LOSS AND LOSS EXPENSE PERCENTAGE DISCOUNT FOR
YEARS IN EXPENSES INCURRED (INCURRED/PREMIUMS EARNED) TIME VALUE
WHICH PRE- OF MONEY
MIUMS WERE 26 27 28 29 30 31
EARNED AND DIRECT
LOSSES CEDED NET* AND CEDED NET LOSS
WERE INC ASSUMED
01 PRIOR XXX XXX XXX XXX XXX 0
02 1984 0 0 .000 .000 .000 0
03 1985 0 0 .000 .000 .000 0
04 1986 0 0 .000 .000 .000 0
05 1987 0 0 .000 .000 .000 0
06 1988 0 0 .000 .000 .000 0
07 1989 0 0 .000 .000 .000 0
08 1990 0 0 .000 .000 .000 0
09 1991 0 0 .000 .000 .000 0
10 1992 0 0 .000 .000 .000 0
11 1993 0 0 .000 .000 .000 0
12 TOTAL XXX XXX XXX XXX XXX 0

SCHEDULE P - PART 1F - SECTION 2 - MEDICAL MALPRACTICE - CLAIMS MADE
1 DISCOUNT FOR 33 NET BALANCE SHEET
YEARS IN TIME VALUE RESERVES AFTER DISCOUNT
WHICH PRE- OF MONEY INTER-
MIUMS WERE 32 COMPANY 34 35
EARNED AND POOLING LOSS
LOSSES LOSS PARTICIPATION LOSSES EXPENSES
WERE INC EXPENSE PERCENTAGE UNPAID UNPAID
01 PRIOR 0 XXX 0 0
02 1984 0 .000 0 0
03 1985 0 .000 0 0
04 1986 0 .000 0 0
05 1987 0 .000 0 0
06 1988 0 .000 0 0
07 1989 0 .000 0 0
08 1990 0 .000 0 0
09 1991 0 .000 0 0
10 1992 0 .000 0 0
11 1993 0 .000 0 0
12 TOTAL 0 XXX 0 0
NOTE: FOR "PRIOR," REPORT AMOUNTS PAID OR RECEIVED IN CURRENT YEAR ONLY.
REPORT CUMULATIVE AMOUNTS PAID OR RECEIVED FOR SPECIFIC YEARS.
REPORT LOSS PAYMENTS NET OF SALVAGE AND SUBROGATION RECEIVED.
*NET = (25 - 26) = (11 + 23)

SCHEDULE P - PART 1G - SPECIAL LIABILITY
(000 OMITTED)
1 PREMIUMS EARNED LOSS AND LOSS EXPENSE PAYMENTS
YEARS IN 2 3 4 ALLOCATED LOSS
WHICH PRE- LOSS PAYMENTS EXP PAYMENTS
MIUMS WERE DIRECT NET 5 6 7
EARNED AND AND CEDED (2 - 3) DIRECT DIRECT
LOSSES ASSUMED AND CEDED AND
WERE INC ASSUMED ASSUMED
01 PRIOR XXX XXX XXX 146 260 -2
02 1984 23,099 7,917 15,182 20,810 10,825 3,912
03 1985 24,489 8,104 16,385 11,232 2,976 1,133
04 1986 26,838 9,788 17,050 10,889 2,977 1,153
05 1987 27,156 10,333 16,823 14,761 6,049 1,165
06 1988 26,945 9,988 16,957 13,460 4,032 1,298
07 1989 26,814 9,533 17,281 17,853 6,850 1,402
08 1990 32,940 10,983 21,957 26,063 10,797 1,910
09 1991 40,571 13,499 27,072 24,762 8,589 1,861
10 1992 55,676 17,701 37,975 43,542 21,576 1,842
11 1993 73,081 24,753 48,328 20,051 3,264 1,060
12 TOTAL XXX XXX XXX 203,569 78,195 16,734

SCHEDULE P - PART 1G - SPECIAL LIABILITY
1 LOSS AND LOSS EXPENSE PAYMENTS LOSSES UNPAID
YEARS IN ALLOC LOSS 9 10 11 12 CASE BASIS
WHICH PRE- EXPENSE NUMBER OF
MIUMS WERE PAYMENTS SALVAGE UNALLOCATED TOTAL CLAIMS 13
EARNED AND 8 AND LOSS NET PAID REPORTED - DIRECT
LOSSES CEDED SUBROGATION EXPENSE (5 - 6 + 7 DIRECT AND AND
WERE INC RECEIVED PAYMENTS - 8 + 10) ASSUMED ASSUMED
01 PRIOR -10 0 16 -90 XXX 2,066
02 1984 2,660 1,494 837 12,074 XXX 369
03 1985 266 1,298 668 9,791 XXX 146
04 1986 169 1,444 555 9,451 XXX 128
05 1987 304 1,774 670 10,243 XXX 222
06 1988 386 1,074 880 11,220 XXX 376
07 1989 259 1,758 936 13,082 XXX 838
08 1990 412 1,460 976 17,740 XXX 1,158
09 1991 411 1,070 909 18,532 XXX 1,527
10 1992 406 1,251 1,388 24,790 XXX 8,288
11 1993 141 469 1,544 19,250 XXX 16,507
12 TOTAL 5,404 13,092 9,379 146,083 XXX 31,625

SCHEDULE P - PART 1G - SPECIAL LIABILITY
1 LOSSES UNPAID ALLOCATED LOSS EXPENSES UNPAID
YEARS IN CASE BASIS BULK + IBNR CASE BASIS BULK + IBNR
WHICH PRE-
MIUMS WERE 14 15 16 17 18 19
EARNED AND DIRECT DIRECT DIRECT
LOSSES CEDED AND CEDED AND CEDED AND
WERE INC ASSUMED ASSUMED ASSUMED
01 PRIOR 273 979 84 36 1 0
02 1984 204 38 0 41 27 0
03 1985 4 504 0 4 0 0
04 1986 2 10 0 7 0 0
05 1987 67 15 -3 6 4 0
06 1988 19 583 0 13 0 4
07 1989 299 49 -10 45 21 3
08 1990 201 128 45 62 6 15
09 1991 269 208 123 131 11 63
10 1992 4,269 -453 32 553 210 72
11 1993 8,182 526 671 1,341 523 478
12 TOTAL 13,789 2,587 942 2,239 803 635

SCHEDULE P - PART 1G - SPECIAL LIABILITY
1 21 22 23 24 TOTAL LOSSES
YEARS IN BULK + IBNR & LOSS EXP
WHICH PRE- NUMBER OF INCURRED
MIUMS WERE 20 SALVAGE UNALLOCATED TOTAL CLAIMS 25
EARNED AND AND LOSS NET LOSSES OUTSTANDING DIRECT
LOSSES CEDED SUBROGATION EXPENSES & EXPENSES DIRECT AND AND
WERE INC ANTICIPATED UNPAID UNPAID ASSUMED ASSUMED
01 PRIOR 0 0 59 2,789 41 XXX
02 1984 0 0 0 219 3 26,068
03 1985 0 0 3 653 3 13,750
04 1986 0 3 2 147 4 12,791
05 1987 0 11 1 178 1 16,877
06 1988 0 19 77 1,041 6 16,742
07 1989 0 56 11 639 18 21,210
08 1990 17 145 25 1,123 46 30,421
09 1991 45 305 46 1,531 100 29,604
10 1992 52 716 108 4,007 327 55,527
11 1993 224 2,798 516 9,770 956 42,298
12 TOTAL 338 4,053 848 22,097 1,505 XXX

SCHEDULE P - PART 1G - SPECIAL LIABILITY
1 TOTAL LOSSES AND LOSS LOSS AND LOSS EXPENSE PERCENTAGE DISCOUNT FOR
YEARS IN EXPENSES INCURRED (INCURRED/PREMIUMS EARNED) TIME VALUE
WHICH PRE- OF MONEY
MIUMS WERE 26 27 28 29 30 31
EARNED AND DIRECT
LOSSES CEDED NET* AND CEDED NET LOSS
WERE INC ASSUMED
01 PRIOR XXX XXX XXX XXX XXX 225
02 1984 13,772 12,294 112.853 173.954 80.977 0
03 1985 3,288 10,453 56.147 40.572 63.796 0
04 1986 3,182 9,600 47.660 32.509 56.304 0
05 1987 6,447 10,429 62.148 62.392 61.992 0
06 1988 4,470 12,270 62.133 44.753 72.359 0
07 1989 7,480 13,729 79.100 78.464 79.445 0
08 1990 11,550 18,870 92.352 105.162 85.940 0
09 1991 9,518 20,078 72.968 70.508 74.165 0
10 1992 26,722 28,804 99.732 150.963 75.849 0
11 1993 13,256 29,034 57.878 53.553 60.076 0
12 TOTAL XXX XXX XXX XXX XXX 225

SCHEDULE P - PART 1G - SPECIAL LIABILITY
1 DISCOUNT FOR 33 NET BALANCE SHEET
YEARS IN TIME VALUE RESERVES AFTER DISCOUNT
WHICH PRE- OF MONEY INTER-
MIUMS WERE 32 COMPANY 34 35
EARNED AND POOLING LOSS
LOSSES LOSS PARTICIPATION LOSSES EXPENSES
WERE INC EXPENSE PERCENTAGE UNPAID UNPAID
01 PRIOR 0 XXX 2,469 94
02 1984 0 .000 204 15
03 1985 0 .000 646 7
04 1986 0 .000 137 9
05 1987 0 .000 174 3
06 1988 0 .000 939 94
07 1989 0 .000 600 38
08 1990 0 .000 1,043 79
09 1991 0 .000 1,345 185
10 1992 0 .000 3,535 472
11 1993 0 .000 8,174 1,587
12 TOTAL 0 XXX 19,301 2,600
NOTE: FOR "PRIOR," REPORT AMOUNTS PAID OR RECEIVED IN CURRENT YEAR ONLY.
REPORT CUMULATIVE AMOUNTS PAID OR RECEIVED FOR SPECIFIC YEARS.
REPORT LOSS PAYMENTS NET OF SALVAGE AND SUBROGATION RECEIVED.
*NET = (25 - 26) = (11 + 23)

SCHEDULE P - PART 1H - SECTION 1 - OTHER LIABILITY - OCCURRENCE
(000 OMITTED)
1 PREMIUMS EARNED LOSS AND LOSS EXPENSE PAYMENTS
YEARS IN 2 3 4 ALLOCATED LOSS
WHICH PRE- LOSS PAYMENTS EXP PAYMENTS
MIUMS WERE DIRECT NET 5 6 7
EARNED AND AND CEDED (2 - 3) DIRECT DIRECT
LOSSES ASSUMED AND CEDED AND
WERE INC ASSUMED ASSUMED
01 PRIOR XXX XXX XXX 46,623 21,102 11,235
02 1984 85,966 36,218 49,748 101,720 53,514 27,452
03 1985 183,176 77,303 105,873 179,948 119,919 36,409
04 1986 394,829 141,109 253,720 128,762 64,027 25,946
05 1987 330,168 101,767 228,401 76,167 26,862 14,737
06 1988 248,824 76,340 172,484 73,739 26,119 12,289
07 1989 190,993 69,778 121,215 36,261 7,554 5,405
08 1990 195,423 61,458 133,965 32,314 8,039 4,015
09 1991 186,290 49,418 136,872 27,496 7,071 2,788
10 1992 181,218 61,384 119,834 16,993 6,594 2,326
11 1993 218,303 102,953 115,350 8,228 5,509 704
12 TOTAL XXX XXX XXX 728,251 346,310 143,306

SCHEDULE P - PART 1H - SECTION 1 - OTHER LIABILITY - OCCURRENCE
1 LOSS AND LOSS EXPENSE PAYMENTS LOSSES UNPAID
YEARS IN ALLOC LOSS 9 10 11 12 CASE BASIS
WHICH PRE- EXPENSE NUMBER OF
MIUMS WERE PAYMENTS SALVAGE UNALLOCATED TOTAL CLAIMS 13
EARNED AND 8 AND LOSS NET PAID REPORTED - DIRECT
LOSSES CEDED SUBROGATION EXPENSE (5 - 6 + 7 DIRECT AND AND
WERE INC RECEIVED PAYMENTS - 8 + 10) ASSUMED ASSUMED
01 PRIOR 4,713 10 843 32,886 XXX 109,234
02 1984 13,716 696 4,326 66,268 9,533 7,638
03 1985 15,832 621 5,448 86,054 12,284 18,276
04 1986 9,882 633 5,298 86,097 10,769 7,547
05 1987 2,136 560 4,742 66,648 8,050 6,247
06 1988 850 1,866 6,564 65,623 6,463 4,160
07 1989 -1,155 130 5,525 40,792 7,685 6,871
08 1990 -2,654 732 4,022 34,966 4,636 11,772
09 1991 -114 190 3,462 26,789 4,279 15,689
10 1992 254 57 2,479 14,950 5,164 17,612
11 1993 75 12 2,172 5,520 2,998 12,290
12 TOTAL 43,535 5,507 44,881 526,593 XXX 217,383

SCHEDULE P - PART 1H - SECTION 1 - OTHER LIABILITY - OCCURRENCE
1 LOSSES UNPAID ALLOCATED LOSS EXPENSES UNPAID
YEARS IN CASE BASIS BULK + IBNR CASE BASIS BULK + IBNR
WHICH PRE-
MIUMS WERE 14 15 16 17 18 19
EARNED AND DIRECT DIRECT DIRECT
LOSSES CEDED AND CEDED AND CEDED AND
WERE INC ASSUMED ASSUMED ASSUMED
01 PRIOR 25,503 47,454 24,274 10,599 3,254 8,487
02 1984 5,011 11,252 4,688 2,242 1,470 902
03 1985 13,432 12,543 7,380 2,335 944 1,330
04 1986 2,576 16,415 8,826 1,153 391 1,599
05 1987 2,209 17,241 8,873 942 126 2,427
06 1988 513 42,040 8,038 1,116 146 8,606
07 1989 1,710 38,424 9,668 1,222 270 7,057
08 1990 3,664 50,104 9,282 2,724 871 9,406
09 1991 2,399 61,475 7,538 4,223 815 9,539
10 1992 1,564 61,298 9,435 4,442 544 9,770
11 1993 3,002 153,689 76,437 3,425 683 18,254
12 TOTAL 61,616 511,973 174,467 34,474 9,544 77,403

SCHEDULE P - PART 1H - SECTION 1 - OTHER LIABILITY - OCCURRENCE
1 21 22 23 24 TOTAL LOSSES
YEARS IN BULK + IBNR & LOSS EXP
WHICH PRE- NUMBER OF INCURRED
MIUMS WERE 20 SALVAGE UNALLOCATED TOTAL CLAIMS 25
EARNED AND AND LOSS NET LOSSES OUTSTANDING DIRECT
LOSSES CEDED SUBROGATION EXPENSES & EXPENSES DIRECT AND AND
WERE INC ANTICIPATED UNPAID UNPAID ASSUMED ASSUMED
01 PRIOR 3,559 0 4,276 123,468 1,668 XXX
02 1984 110 0 1,196 11,960 87 157,224
03 1985 634 0 377 12,464 229 257,206
04 1986 891 82 652 14,690 159 188,038
05 1987 1,176 95 1,089 15,560 149 124,067
06 1988 2,880 171 1,622 45,967 143 150,927
07 1989 3,002 261 1,320 40,249 223 103,007
08 1990 4,357 51 2,154 57,985 312 117,773
09 1991 4,043 215 2,252 78,398 447 128,228
10 1992 3,699 50 2,733 80,619 551 118,859
11 1993 8,791 12 6,011 104,761 986 207,984
12 TOTAL 33,162 942 23,717 586,166 4,962 XXX

SCHEDULE P - PART 1H - SECTION 1 - OTHER LIABILITY - OCCURRENCE
1 TOTAL LOSSES AND LOSS LOSS AND LOSS EXPENSE PERCENTAGE DISCOUNT FOR
YEARS IN EXPENSES INCURRED (INCURRED/PREMIUMS EARNED) TIME VALUE
WHICH PRE- OF MONEY
MIUMS WERE 26 27 28 29 30 31
EARNED AND DIRECT
LOSSES CEDED NET* AND CEDED NET LOSS
WERE INC ASSUMED
01 PRIOR XXX XXX XXX XXX XXX 8,574
02 1984 78,980 78,244 182.891 218.068 157.281 0
03 1985 158,686 98,520 140.415 205.278 93.055 0
04 1986 87,235 100,803 47.625 61.821 39.730 0
05 1987 41,846 82,221 37.577 41.119 35.999 0
06 1988 39,328 111,599 60.656 51.517 64.701 0
07 1989 21,958 81,049 53.932 31.468 66.864 0
08 1990 24,807 92,966 60.266 40.364 69.396 0
09 1991 23,033 105,195 68.832 46.609 76.856 0
10 1992 23,281 95,578 65.589 37.927 79.759 0
11 1993 97,679 110,305 95.273 94.877 95.626 0
12 TOTAL XXX XXX XXX XXX XXX 8,574

SCHEDULE P - PART 1H - SECTION 1 - OTHER LIABILITY - OCCURRENCE
1 DISCOUNT FOR 33 NET BALANCE SHEET
YEARS IN TIME VALUE RESERVES AFTER DISCOUNT
WHICH PRE- OF MONEY INTER-
MIUMS WERE 32 COMPANY 34 35
EARNED AND POOLING LOSS
LOSSES LOSS PARTICIPATION LOSSES EXPENSES
WERE INC EXPENSE PERCENTAGE UNPAID UNPAID
01 PRIOR 0 XXX 98,336 16,549
02 1984 0 .000 9,197 2,761
03 1985 0 .000 10,001 2,456
04 1986 0 .000 12,560 2,122
05 1987 0 .000 12,398 3,154
06 1988 0 .000 37,648 8,319
07 1989 0 .000 33,916 6,333
08 1990 0 .000 48,929 9,055
09 1991 0 .000 67,226 11,163
10 1992 0 .000 67,903 12,708
11 1993 0 .000 86,538 18,198
12 TOTAL 0 XXX 484,652 92,818
NOTE: FOR "PRIOR," REPORT AMOUNTS PAID OR RECEIVED IN CURRENT YEAR ONLY.
REPORT CUMULATIVE AMOUNTS PAID OR RECEIVED FOR SPECIFIC YEARS.
REPORT LOSS PAYMENTS NET OF SALVAGE AND SUBROGATION RECEIVED.
*NET = (25 - 26) = (11 + 23)

SCHEDULE P - PART 1H - SECTION 2 - OTHER LIABILITY - CLAIMS MADE
(000 OMITTED)
1 PREMIUMS EARNED LOSS AND LOSS EXPENSE PAYMENTS
YEARS IN 2 3 4 ALLOCATED LOSS
WHICH PRE- LOSS PAYMENTS EXP PAYMENTS
MIUMS WERE DIRECT NET 5 6 7
EARNED AND AND CEDED (2 - 3) DIRECT DIRECT
LOSSES ASSUMED AND CEDED AND
WERE INC ASSUMED ASSUMED
01 PRIOR XXX XXX XXX 0 0 0
02 1984 0 0 0 0 0 0
03 1985 8,242 5,981 2,261 199 125 77
04 1986 28,619 13,637 14,982 2,093 1,005 586
05 1987 78,091 26,909 51,181 29,080 12,255 3,965
06 1988 78,758 22,127 56,623 15,498 3,073 2,594
07 1989 65,765 13,184 52,573 15,396 6,529 4,301
08 1990 73,167 15,048 58,118 22,048 6,144 1,629
09 1991 78,659 10,216 68,435 3,494 714 1,101
10 1992 93,702 11,241 82,461 8,982 183 435
11 1993 109,152 9,590 99,561 37 4 35
12 TOTAL XXX XXX XXX 96,827 30,032 14,723

SCHEDULE P - PART 1H - SECTION 2 - OTHER LIABILITY - CLAIMS MADE
1 LOSS AND LOSS EXPENSE PAYMENTS LOSSES UNPAID
YEARS IN ALLOC LOSS 9 10 11 12 CASE BASIS
WHICH PRE- EXPENSE NUMBER OF
MIUMS WERE PAYMENTS SALVAGE UNALLOCATED TOTAL CLAIMS 13
EARNED AND 8 AND LOSS NET PAID REPORTED - DIRECT
LOSSES CEDED SUBROGATION EXPENSE (5 - 6 + 7 DIRECT AND AND
WERE INC RECEIVED PAYMENTS - 8 + 10) ASSUMED ASSUMED
01 PRIOR 0 0 0 0 XXX 0
02 1984 0 0 0 0 0 0
03 1985 48 0 0 103 31 0
04 1986 243 0 0 1,431 102 0
05 1987 996 5 1,084 20,871 328 99
06 1988 507 3 473 14,978 278 3,053
07 1989 1,325 4 756 12,601 239 10,917
08 1990 281 4 1,313 18,565 353 35,628
09 1991 155 0 1,030 4,754 513 10,640
10 1992 21 0 1,987 11,208 633 13,859
11 1993 23 0 1,118 1,164 325 10,760
12 TOTAL 3,599 16 7,761 85,680 XXX 84,956

SCHEDULE P - PART 1H - SECTION 2 - OTHER LIABILITY - CLAIMS MADE
1 LOSSES UNPAID ALLOCATED LOSS EXPENSES UNPAID
YEARS IN CASE BASIS BULK + IBNR CASE BASIS BULK + IBNR
WHICH PRE-
MIUMS WERE 14 15 16 17 18 19
EARNED AND DIRECT DIRECT DIRECT
LOSSES CEDED AND CEDED AND CEDED AND
WERE INC ASSUMED ASSUMED ASSUMED
01 PRIOR 0 0 0 0 0 0
02 1984 0 0 0 0 0 0
03 1985 0 0 0 0 0 0
04 1986 0 0 0 74 11 0
05 1987 17 853 121 33 12 333
06 1988 1,490 210 47 751 367 79
07 1989 3,212 652 139 2,691 790 239
08 1990 9,948 1,822 548 8,526 2,463 656
09 1991 1,131 29,615 930 2,123 234 817
10 1992 56 28,961 1,727 3,054 12 1,328
11 1993 90 48,184 590 2,620 16 1,725
12 TOTAL 15,944 110,297 4,102 19,872 3,905 5,177

SCHEDULE P - PART 1H - SECTION 2 - OTHER LIABILITY - CLAIMS MADE
1 21 22 23 24 TOTAL LOSSES
YEARS IN BULK + IBNR & LOSS EXP
WHICH PRE- NUMBER OF INCURRED
MIUMS WERE 20 SALVAGE UNALLOCATED TOTAL CLAIMS 25
EARNED AND AND LOSS NET LOSSES OUTSTANDING DIRECT
LOSSES CEDED SUBROGATION EXPENSES & EXPENSES DIRECT AND AND
WERE INC ANTICIPATED UNPAID UNPAID ASSUMED ASSUMED
01 PRIOR 0 0 0 0 0 XXX
02 1984 0 0 0 0 0 0
03 1985 0 0 0 0 0 276
04 1986 0 0 0 63 1 2,753
05 1987 47 0 145 1,273 4 35,642
06 1988 18 0 179 2,349 9 22,941
07 1989 53 0 489 10,800 12 35,654
08 1990 213 0 1,518 34,979 89 73,766
09 1991 360 0 697 41,230 119 49,767
10 1992 665 0 1,046 45,795 212 60,004
11 1993 185 0 1,476 63,898 278 66,019
12 TOTAL 1,541 0 5,550 200,387 724 XXX

SCHEDULE P - PART 1H - SECTION 2 - OTHER LIABILITY - CLAIMS MADE
1 TOTAL LOSSES AND LOSS LOSS AND LOSS EXPENSE PERCENTAGE DISCOUNT FOR
YEARS IN EXPENSES INCURRED (INCURRED/PREMIUMS EARNED) TIME VALUE
WHICH PRE- OF MONEY
MIUMS WERE 26 27 28 29 30 31
EARNED AND DIRECT
LOSSES CEDED NET* AND CEDED NET LOSS
WERE INC ASSUMED
01 PRIOR XXX XXX XXX XXX XXX 0
02 1984 0 0 .000 .000 .000 0
03 1985 173 103 3.349 2.892 4.556 0
04 1986 1,259 1,494 9.619 9.232 9.972 0
05 1987 13,487 22,155 45.642 50.121 43.288 0
06 1988 5,604 17,337 29.128 25.327 30.618 0
07 1989 12,245 23,409 54.214 92.878 44.527 0
08 1990 20,214 53,552 100.819 134.330 92.144 0
09 1991 3,767 46,000 63.269 36.874 67.217 0
10 1992 2,992 57,012 64.037 26.617 69.138 0
11 1993 955 65,064 60.484 9.958 65.351 0
12 TOTAL XXX XXX XXX XXX XXX 0

SCHEDULE P - PART 1H - SECTION 2 - OTHER LIABILITY - CLAIMS MADE
1 DISCOUNT FOR 33 NET BALANCE SHEET
YEARS IN TIME VALUE RESERVES AFTER DISCOUNT
WHICH PRE- OF MONEY INTER-
MIUMS WERE 32 COMPANY 34 35
EARNED AND POOLING LOSS
LOSSES LOSS PARTICIPATION LOSSES EXPENSES
WERE INC EXPENSE PERCENTAGE UNPAID UNPAID
01 PRIOR 0 XXX 0 0
02 1984 0 .000 0 0
03 1985 0 .000 0 0
04 1986 0 .000 0 63
05 1987 0 .000 814 452
06 1988 0 .000 1,718 623
07 1989 0 .000 8,223 2,576
08 1990 0 .000 26,947 8,024
09 1991 0 .000 38,178 3,043
10 1992 0 .000 41,036 4,750
11 1993 0 .000 58,263 5,627
12 TOTAL 0 XXX 175,179 25,158
NOTE: FOR "PRIOR," REPORT AMOUNTS PAID OR RECEIVED IN CURRENT YEAR ONLY.
REPORT CUMULATIVE AMOUNTS PAID OR RECEIVED FOR SPECIFIC YEARS.
REPORT LOSS PAYMENTS NET OF SALVAGE AND SUBROGATION RECEIVED.
*NET = (25 - 26) = (11 + 23)

SCHEDULE P - PART 1I - SPECIAL PROPERTY
(000 OMITTED)
1 PREMIUMS EARNED LOSS AND LOSS EXPENSE PAYMENTS
YEARS IN 2 3 4 ALLOCATED LOSS
WHICH PRE- LOSS PAYMENTS EXP PAYMENTS
MIUMS WERE DIRECT NET 5 6 7
EARNED AND AND CEDED (2 - 3) DIRECT DIRECT
LOSSES ASSUMED AND CEDED AND
WERE INC ASSUMED ASSUMED
01 PRIOR XXX XXX XXX -134 -1,839 1,434
02 1992 176,229 40,571 135,658 120,758 47,091 2,591
03 1993 215,610 55,389 160,221 90,714 29,737 1,592
04 TOTAL XXX XXX XXX 211,338 74,989 5,617

SCHEDULE P - PART 1I - SPECIAL PROPERTY
1 LOSS AND LOSS EXPENSE PAYMENTS LOSSES UNPAID
YEARS IN ALLOC LOSS 9 10 11 12 CASE BASIS
WHICH PRE- EXPENSE NUMBER OF
MIUMS WERE PAYMENTS SALVAGE UNALLOCATED TOTAL CLAIMS 13
EARNED AND 8 AND LOSS NET PAID REPORTED - DIRECT
LOSSES CEDED SUBROGATION EXPENSE (5 - 6 + 7 DIRECT AND AND
WERE INC RECEIVED PAYMENTS - 8 + 10) ASSUMED ASSUMED
01 PRIOR 79 302 48 3,108 XXX 7,574
02 1992 395 613 2,540 78,403 XXX 11,528
03 1993 333 304 2,121 64,357 XXX 36,544
04 TOTAL 807 1,219 4,709 145,868 XXX 55,654

SCHEDULE P - PART 1I - SPECIAL PROPERTY
1 LOSSES UNPAID ALLOCATED LOSS EXPENSES UNPAID
YEARS IN CASE BASIS BULK + IBNR CASE BASIS BULK + IBNR
WHICH PRE-
MIUMS WERE 14 15 16 17 18 19
EARNED AND DIRECT DIRECT DIRECT
LOSSES CEDED AND CEDED AND CEDED AND
WERE INC ASSUMED ASSUMED ASSUMED
01 PRIOR 591 4,870 1,356 425 23 417
02 1992 3,664 1,279 908 375 27 30
03 1993 17,173 34,818 19,864 1,219 286 1,235
04 TOTAL 21,437 40,974 22,137 2,021 339 1,684

SCHEDULE P - PART 1I - SPECIAL PROPERTY
1 21 22 23 24 TOTAL LOSSES
YEARS IN BULK + IBNR & LOSS EXP
WHICH PRE- NUMBER OF INCURRED
MIUMS WERE 20 SALVAGE UNALLOCATED TOTAL CLAIMS 25
EARNED AND AND LOSS NET LOSSES OUTSTANDING DIRECT
LOSSES CEDED SUBROGATION EXPENSES & EXPENSES DIRECT AND AND
WERE INC ANTICIPATED UNPAID UNPAID ASSUMED ASSUMED
01 PRIOR 196 502 338 11,464 33 XXX
02 1992 9 350 316 8,913 63 140,812
03 1993 479 569 1,244 37,259 855 170,912
04 TOTAL 686 1,429 1,900 57,644 950 XXX

SCHEDULE P - PART 1I - SPECIAL PROPERTY
1 TOTAL LOSSES AND LOSS LOSS AND LOSS EXPENSE PERCENTAGE DISCOUNT FOR
YEARS IN EXPENSES INCURRED (INCURRED/PREMIUMS EARNED) TIME VALUE
WHICH PRE- OF MONEY
MIUMS WERE 26 27 28 29 30 31
EARNED AND DIRECT
LOSSES CEDED NET* AND CEDED NET LOSS
WERE INC ASSUMED
01 PRIOR XXX XXX XXX XXX XXX 63
02 1992 53,487 87,324 79.902 131.835 64.370 0
03 1993 69,294 101,617 79.269 125.104 63.423 0
04 TOTAL XXX XXX XXX XXX XXX 63

SCHEDULE P - PART 1I - SPECIAL PROPERTY
1 DISCOUNT FOR 33 NET BALANCE SHEET
YEARS IN TIME VALUE RESERVES AFTER DISCOUNT
WHICH PRE- OF MONEY INTER-
MIUMS WERE 32 COMPANY 34 35
EARNED AND POOLING LOSS
LOSSES LOSS PARTICIPATION LOSSES EXPENSES
WERE INC EXPENSE PERCENTAGE UNPAID UNPAID
01 PRIOR 0 XXX 10,432 960
02 1992 0 .000 8,226 685
03 1993 0 .000 34,324 2,926
04 TOTAL 0 XXX 52,991 4,588
NOTE: FOR "PRIOR," REPORT AMOUNTS PAID OR RECEIVED IN CURRENT YEAR ONLY.
REPORT CUMULATIVE AMOUNTS PAID OR RECEIVED FOR SPECIFIC YEARS.
REPORT LOSS PAYMENTS NET OF SALVAGE AND SUBROGATION RECEIVED.
*NET = (25 - 26) = (11 + 23)

SCHEDULE P - PART 1J - AUTO PHYSICAL DAMAGE
(000 OMITTED)
1 PREMIUMS EARNED LOSS AND LOSS EXPENSE PAYMENTS
YEARS IN 2 3 4 ALLOCATED LOSS
WHICH PRE- LOSS PAYMENTS EXP PAYMENTS
MIUMS WERE DIRECT NET 5 6 7
EARNED AND AND CEDED (2 - 3) DIRECT DIRECT
LOSSES ASSUMED AND CEDED AND
WERE INC ASSUMED ASSUMED
01 PRIOR XXX XXX XXX -148 286 687
02 1992 146,278 31,244 115,034 71,859 13,508 2,044
03 1993 146,411 41,827 104,584 70,150 16,274 1,379
04 TOTAL XXX XXX XXX 141,861 30,068 4,110

SCHEDULE P - PART 1J - AUTO PHYSICAL DAMAGE
1 LOSS AND LOSS EXPENSE PAYMENTS LOSSES UNPAID
YEARS IN ALLOC LOSS 9 10 11 12 CASE BASIS
WHICH PRE- EXPENSE NUMBER OF
MIUMS WERE PAYMENTS SALVAGE UNALLOCATED TOTAL CLAIMS 13
EARNED AND 8 AND LOSS NET PAID REPORTED - DIRECT
LOSSES CEDED SUBROGATION EXPENSE (5 - 6 + 7 DIRECT AND AND
WERE INC RECEIVED PAYMENTS - 8 + 10) ASSUMED ASSUMED
01 PRIOR 183 952 23 93 XXX 48
02 1992 303 6,036 6,723 66,815 47,385 172
03 1993 389 3,807 3,405 58,271 46,997 6,395
04 TOTAL 875 10,795 10,151 125,179 XXX 6,616

SCHEDULE P - PART 1J - AUTO PHYSICAL DAMAGE
1 LOSSES UNPAID ALLOCATED LOSS EXPENSES UNPAID
YEARS IN CASE BASIS BULK + IBNR CASE BASIS BULK + IBNR
WHICH PRE-
MIUMS WERE 14 15 16 17 18 19
EARNED AND DIRECT DIRECT DIRECT
LOSSES CEDED AND CEDED AND CEDED AND
WERE INC ASSUMED ASSUMED ASSUMED
01 PRIOR 14 753 101 24 22 -3
02 1992 47 -393 153 32 26 22
03 1993 3,026 4,761 2,238 670 554 306
04 TOTAL 3,088 5,122 2,501 726 602 326

SCHEDULE P - PART 1J - AUTO PHYSICAL DAMAGE
1 21 22 23 24 TOTAL LOSSES
YEARS IN BULK + IBNR & LOSS EXP
WHICH PRE- NUMBER OF INCURRED
MIUMS WERE 20 SALVAGE UNALLOCATED TOTAL CLAIMS 25
EARNED AND AND LOSS NET LOSSES OUTSTANDING DIRECT
LOSSES CEDED SUBROGATION EXPENSES & EXPENSES DIRECT AND AND
WERE INC ANTICIPATED UNPAID UNPAID ASSUMED ASSUMED
01 PRIOR 3 881 73 754 43 XXX
02 1992 4 797 19 -377 44 80,980
03 1993 201 4,492 1,288 7,394 2,737 88,728
04 TOTAL 209 6,178 1,381 7,771 2,824 XXX

SCHEDULE P - PART 1J - AUTO PHYSICAL DAMAGE
1 TOTAL LOSSES AND LOSS LOSS AND LOSS EXPENSE PERCENTAGE DISCOUNT FOR
YEARS IN EXPENSES INCURRED (INCURRED/PREMIUMS EARNED) TIME VALUE
WHICH PRE- OF MONEY
MIUMS WERE 26 27 28 29 30 31
EARNED AND DIRECT
LOSSES CEDED NET* AND CEDED NET LOSS
WERE INC ASSUMED
01 PRIOR XXX XXX XXX XXX XXX 0
02 1992 14,534 66,445 55.360 46.517 57.761 0
03 1993 23,054 65,666 60.602 55.117 62.787 0
04 TOTAL XXX XXX XXX XXX XXX 0

SCHEDULE P - PART 1J - AUTO PHYSICAL DAMAGE
1 DISCOUNT FOR 33 NET BALANCE SHEET
YEARS IN TIME VALUE RESERVES AFTER DISCOUNT
WHICH PRE- OF MONEY INTER-
MIUMS WERE 32 COMPANY 34 35
EARNED AND POOLING LOSS
LOSSES LOSS PARTICIPATION LOSSES EXPENSES
WERE INC EXPENSE PERCENTAGE UNPAID UNPAID
01 PRIOR 0 XXX 686 66
02 1992 0 .000 -422 44
03 1993 0 .000 5,876 1,510
04 TOTAL 0 XXX 6,147 1,623
NOTE: FOR "PRIOR," REPORT AMOUNTS PAID OR RECEIVED IN CURRENT YEAR ONLY.
REPORT CUMULATIVE AMOUNTS PAID OR RECEIVED FOR SPECIFIC YEARS.
REPORT LOSS PAYMENTS NET OF SALVAGE AND SUBROGATION RECEIVED.
*NET = (25 - 26) = (11 + 23)

SCHEDULE P - PART 1K - FIDELITY, SURETY, FINANCIAL GUARANTY, MORTGAG
(000 OMITTED)
1 PREMIUMS EARNED LOSS AND LOSS EXPENSE PAYMENTS
YEARS IN 2 3 4 ALLOCATED LOSS
WHICH PRE- LOSS PAYMENTS EXP PAYMENTS
MIUMS WERE DIRECT NET 5 6 7
EARNED AND AND CEDED (2 - 3) DIRECT DIRECT
LOSSES ASSUMED AND CEDED AND
WERE INC ASSUMED ASSUMED
01 PRIOR XXX XXX XXX -878 -257 874
02 1992 32,728 6,996 25,732 10,599 2,493 1,388
03 1993 39,019 7,847 31,172 8,748 2,241 550
04 TOTAL XXX XXX XXX 18,469 4,477 2,812

SCHEDULE P - PART 1K - FIDELITY, SURETY, FINANCIAL GUARANTY, MORTGAG
1 LOSS AND LOSS EXPENSE PAYMENTS LOSSES UNPAID
YEARS IN ALLOC LOSS 9 10 11 12 CASE BASIS
WHICH PRE- EXPENSE NUMBER OF
MIUMS WERE PAYMENTS SALVAGE UNALLOCATED TOTAL CLAIMS 13
EARNED AND 8 AND LOSS NET PAID REPORTED - DIRECT
LOSSES CEDED SUBROGATION EXPENSE (5 - 6 + 7 DIRECT AND AND
WERE INC RECEIVED PAYMENTS - 8 + 10) ASSUMED ASSUMED
01 PRIOR 276 206 0 -23 XXX 1,967
02 1992 197 12 872 10,169 XXX 772
03 1993 105 0 657 7,609 XXX -1,747
04 TOTAL 578 218 1,529 17,755 XXX 991

SCHEDULE P - PART 1K - FIDELITY, SURETY, FINANCIAL GUARANTY, MORTGAG
1 LOSSES UNPAID ALLOCATED LOSS EXPENSES UNPAID
YEARS IN CASE BASIS BULK + IBNR CASE BASIS BULK + IBNR
WHICH PRE-
MIUMS WERE 14 15 16 17 18 19
EARNED AND DIRECT DIRECT DIRECT
LOSSES CEDED AND CEDED AND CEDED AND
WERE INC ASSUMED ASSUMED ASSUMED
01 PRIOR 540 -170 -29 221 42 11
02 1992 13 11 0 -334 -137 14
03 1993 -772 2,246 308 42 0 345
04 TOTAL -219 2,086 279 -68 -93 372

SCHEDULE P - PART 1K - FIDELITY, SURETY, FINANCIAL GUARANTY, MORTGAG
1 21 22 23 24 TOTAL LOSSES
YEARS IN BULK + IBNR & LOSS EXP
WHICH PRE- NUMBER OF INCURRED
MIUMS WERE 20 SALVAGE UNALLOCATED TOTAL CLAIMS 25
EARNED AND AND LOSS NET LOSSES OUTSTANDING DIRECT
LOSSES CEDED SUBROGATION EXPENSES & EXPENSES DIRECT AND AND
WERE INC ANTICIPATED UNPAID UNPAID ASSUMED ASSUMED
01 PRIOR 1 338 191 1,669 272 XXX
02 1992 2 81 19 606 191 13,391
03 1993 75 229 243 1,517 327 11,203
04 TOTAL 79 650 456 3,801 798 XXX

SCHEDULE P - PART 1K - FIDELITY, SURETY, FINANCIAL GUARANTY, MORTGAG
1 TOTAL LOSSES AND LOSS LOSS AND LOSS EXPENSE PERCENTAGE DISCOUNT FOR
YEARS IN EXPENSES INCURRED (INCURRED/PREMIUMS EARNED) TIME VALUE
WHICH PRE- OF MONEY
MIUMS WERE 26 27 28 29 30 31
EARNED AND DIRECT
LOSSES CEDED NET* AND CEDED NET LOSS
WERE INC ASSUMED
01 PRIOR XXX XXX XXX XXX XXX 0
02 1992 2,601 10,782 40.916 37.178 41.901 0
03 1993 2,060 9,134 28.711 26.252 29.301 0
04 TOTAL XXX XXX XXX XXX XXX 0

SCHEDULE P - PART 1K - FIDELITY, SURETY, FINANCIAL GUARANTY, MORTGAG
1 DISCOUNT FOR 33 NET BALANCE SHEET
YEARS IN TIME VALUE RESERVES AFTER DISCOUNT
WHICH PRE- OF MONEY INTER-
MIUMS WERE 32 COMPANY 34 35
EARNED AND POOLING LOSS
LOSSES LOSS PARTICIPATION LOSSES EXPENSES
WERE INC EXPENSE PERCENTAGE UNPAID UNPAID
01 PRIOR 0 XXX 1,286 382
02 1992 0 .000 770 -164
03 1993 0 .000 953 576
04 TOTAL 0 XXX 3,019 794
NOTE: FOR "PRIOR," REPORT AMOUNTS PAID OR RECEIVED IN CURRENT YEAR ONLY.
REPORT CUMULATIVE AMOUNTS PAID OR RECEIVED FOR SPECIFIC YEARS.
REPORT LOSS PAYMENTS NET OF SALVAGE AND SUBROGATION RECEIVED.
*NET = (25 - 26) = (11 + 23)

SCHEDULE P - PART 1L - OTHER (INCLUDING CREDIT, ACCIDENT AND HEALTH)
(000 OMITTED)
1 PREMIUMS EARNED LOSS AND LOSS EXPENSE PAYMENTS
YEARS IN 2 3 4 ALLOCATED LOSS
WHICH PRE- LOSS PAYMENTS EXP PAYMENTS
MIUMS WERE DIRECT NET 5 6 7
EARNED AND AND CEDED (2 - 3) DIRECT DIRECT
LOSSES ASSUMED AND CEDED AND
WERE INC ASSUMED ASSUMED
01 PRIOR XXX XXX XXX -428 -225 0
02 1992 7,067 3,961 3,106 1,248 731 0
03 1993 8,385 3,298 5,087 386 187 0
04 TOTAL XXX XXX XXX 1,206 693 0

SCHEDULE P - PART 1L - OTHER (INCLUDING CREDIT, ACCIDENT AND HEALTH)
1 LOSS AND LOSS EXPENSE PAYMENTS LOSSES UNPAID
YEARS IN ALLOC LOSS 9 10 11 12 CASE BASIS
WHICH PRE- EXPENSE NUMBER OF
MIUMS WERE PAYMENTS SALVAGE UNALLOCATED TOTAL CLAIMS 13
EARNED AND 8 AND LOSS NET PAID REPORTED - DIRECT
LOSSES CEDED SUBROGATION EXPENSE (5 - 6 + 7 DIRECT AND AND
WERE INC RECEIVED PAYMENTS - 8 + 10) ASSUMED ASSUMED
01 PRIOR 0 0 17 -186 XXX 0
02 1992 0 0 34 551 XXX 47
03 1993 0 0 10 209 XXX 1,483
04 TOTAL 0 0 61 574 XXX 1,532

SCHEDULE P - PART 1L - OTHER (INCLUDING CREDIT, ACCIDENT AND HEALTH)
1 LOSSES UNPAID ALLOCATED LOSS EXPENSES UNPAID
YEARS IN CASE BASIS BULK + IBNR CASE BASIS BULK + IBNR
WHICH PRE-
MIUMS WERE 14 15 16 17 18 19
EARNED AND DIRECT DIRECT DIRECT
LOSSES CEDED AND CEDED AND CEDED AND
WERE INC ASSUMED ASSUMED ASSUMED
01 PRIOR 0 0 0 0 0 0
02 1992 23 496 321 0 0 0
03 1993 560 1,526 395 0 0 0
04 TOTAL 584 2,030 718 0 0 0

SCHEDULE P - PART 1L - OTHER (INCLUDING CREDIT, ACCIDENT AND HEALTH)
1 21 22 23 24 TOTAL LOSSES
YEARS IN BULK + IBNR & LOSS EXP
WHICH PRE- NUMBER OF INCURRED
MIUMS WERE 20 SALVAGE UNALLOCATED TOTAL CLAIMS 25
EARNED AND AND LOSS NET LOSSES OUTSTANDING DIRECT
LOSSES CEDED SUBROGATION EXPENSES & EXPENSES DIRECT AND AND
WERE INC ANTICIPATED UNPAID UNPAID ASSUMED ASSUMED
01 PRIOR 0 0 0 0 0 XXX
02 1992 0 0 0 197 0 1,828
03 1993 0 0 0 2,053 0 3,416
04 TOTAL 0 0 0 2,252 0 XXX

SCHEDULE P - PART 1L - OTHER (INCLUDING CREDIT, ACCIDENT AND HEALTH)
1 TOTAL LOSSES AND LOSS LOSS AND LOSS EXPENSE PERCENTAGE DISCOUNT FOR
YEARS IN EXPENSES INCURRED (INCURRED/PREMIUMS EARNED) TIME VALUE
WHICH PRE- OF MONEY
MIUMS WERE 26 27 28 29 30 31
EARNED AND DIRECT
LOSSES CEDED NET* AND CEDED NET LOSS
WERE INC ASSUMED
01 PRIOR XXX XXX XXX XXX XXX 0
02 1992 1,085 741 25.866 27.392 23.857 0
03 1993 1,152 2,262 40.739 34.930 44.466 0
04 TOTAL XXX XXX XXX XXX XXX 0

SCHEDULE P - PART 1L - OTHER (INCLUDING CREDIT, ACCIDENT AND HEALTH)
1 DISCOUNT FOR 33 NET BALANCE SHEET
YEARS IN TIME VALUE RESERVES AFTER DISCOUNT
WHICH PRE- OF MONEY INTER-
MIUMS WERE 32 COMPANY 34 35
EARNED AND POOLING LOSS
LOSSES LOSS PARTICIPATION LOSSES EXPENSES
WERE INC EXPENSE PERCENTAGE UNPAID UNPAID
01 PRIOR 0 XXX 0 0
02 1992 0 .000 197 0
03 1993 0 .000 2,053 0
04 TOTAL 0 XXX 2,252 0
NOTE: FOR "PRIOR," REPORT AMOUNTS PAID OR RECEIVED IN CURRENT YEAR ONLY.
REPORT CUMULATIVE AMOUNTS PAID OR RECEIVED FOR SPECIFIC YEARS.
REPORT LOSS PAYMENTS NET OF SALVAGE AND SUBROGATION RECEIVED.
*NET = (25 - 26) = (11 + 23)

SCHEDULE P - PART 1M - INTERNATIONAL
(000 OMITTED)
1 PREMIUMS EARNED LOSS AND LOSS EXPENSE PAYMENTS
YEARS IN 2 3 4 ALLOCATED LOSS
WHICH PRE- LOSS PAYMENTS EXP PAYMENTS
MIUMS WERE DIRECT NET 5 6 7
EARNED AND AND CEDED (2 - 3) DIRECT DIRECT
LOSSES ASSUMED AND CEDED AND
WERE INC ASSUMED ASSUMED
01 PRIOR XXX XXX XXX 151 36 0
02 1984 -85 0 -85 0 0 0
03 1985 -97 -21 -76 0 0 0
04 1986 -222 -9 -213 0 0 0
05 1987 154 3 151 0 0 0
06 1988 159 8 151 0 0 0
07 1989 -12 -1 -11 0 0 0
08 1990 -13 -1 -12 0 0 0
09 1991 2 0 2 0 0 0
10 1992 16 1 15 0 0 0
11 1993 3 0 3 0 0 0
12 TOTAL XXX XXX XXX 151 36 0

SCHEDULE P - PART 1M - INTERNATIONAL
1 LOSS AND LOSS EXPENSE PAYMENTS LOSSES UNPAID
YEARS IN ALLOC LOSS 9 10 11 12 CASE BASIS
WHICH PRE- EXPENSE NUMBER OF
MIUMS WERE PAYMENTS SALVAGE UNALLOCATED TOTAL CLAIMS 13
EARNED AND 8 AND LOSS NET PAID REPORTED - DIRECT
LOSSES CEDED SUBROGATION EXPENSE (5 - 6 + 7 DIRECT AND AND
WERE INC RECEIVED PAYMENTS - 8 + 10) ASSUMED ASSUMED
01 PRIOR 0 0 40 155 XXX 3,364
02 1984 0 0 0 0 XXX 0
03 1985 0 0 0 0 XXX 0
04 1986 0 0 0 0 XXX 0
05 1987 0 0 0 0 XXX 0
06 1988 0 0 0 0 XXX 0
07 1989 0 0 0 0 XXX 0
08 1990 0 0 0 0 XXX 0
09 1991 0 0 0 0 XXX 0
10 1992 0 0 0 0 XXX 0
11 1993 0 0 0 0 XXX 0
12 TOTAL 0 0 40 155 XXX 3,364

SCHEDULE P - PART 1M - INTERNATIONAL
1 LOSSES UNPAID ALLOCATED LOSS EXPENSES UNPAID
YEARS IN CASE BASIS BULK + IBNR CASE BASIS BULK + IBNR
WHICH PRE-
MIUMS WERE 14 15 16 17 18 19
EARNED AND DIRECT DIRECT DIRECT
LOSSES CEDED AND CEDED AND CEDED AND
WERE INC ASSUMED ASSUMED ASSUMED
01 PRIOR 852 921 69 0 0 0
02 1984 0 0 0 0 0 0
03 1985 0 0 0 0 0 0
04 1986 0 0 0 0 0 0
05 1987 0 0 0 0 0 0
06 1988 0 0 0 0 0 0
07 1989 0 0 0 0 0 0
08 1990 0 0 0 0 0 0
09 1991 0 0 0 0 0 0
10 1992 0 0 0 0 0 0
11 1993 0 0 0 0 0 0
12 TOTAL 852 921 69 0 0 0

SCHEDULE P - PART 1M - INTERNATIONAL
1 21 22 23 24 TOTAL LOSSES
YEARS IN BULK + IBNR & LOSS EXP
WHICH PRE- NUMBER OF INCURRED
MIUMS WERE 20 SALVAGE UNALLOCATED TOTAL CLAIMS 25
EARNED AND AND LOSS NET LOSSES OUTSTANDING DIRECT
LOSSES CEDED SUBROGATION EXPENSES & EXPENSES DIRECT AND AND
WERE INC ANTICIPATED UNPAID UNPAID ASSUMED ASSUMED
01 PRIOR 0 0 234 3,598 286 XXX
02 1984 0 0 0 0 0 0
03 1985 0 0 0 0 0 0
04 1986 0 0 0 0 0 0
05 1987 0 0 0 0 0 0
06 1988 0 0 0 0 0 0
07 1989 0 0 0 0 0 0
08 1990 0 0 0 0 0 0
09 1991 0 0 0 0 0 0
10 1992 0 0 0 0 0 0
11 1993 0 0 0 0 0 0
12 TOTAL 0 0 234 3,598 286 XXX

SCHEDULE P - PART 1M - INTERNATIONAL
1 TOTAL LOSSES AND LOSS LOSS AND LOSS EXPENSE PERCENTAGE DISCOUNT FOR
YEARS IN EXPENSES INCURRED (INCURRED/PREMIUMS EARNED) TIME VALUE
WHICH PRE- OF MONEY
MIUMS WERE 26 27 28 29 30 31
EARNED AND DIRECT
LOSSES CEDED NET* AND CEDED NET LOSS
WERE INC ASSUMED
01 PRIOR XXX XXX XXX XXX XXX 0
02 1984 0 0 .000 .000 .000 0
03 1985 0 0 .000 .000 .000 0
04 1986 0 0 .000 .000 .000 0
05 1987 0 0 .000 .000 .000 0
06 1988 0 0 .000 .000 .000 0
07 1989 0 0 .000 .000 .000 0
08 1990 0 0 .000 .000 .000 0
09 1991 0 0 .000 .000 .000 0
10 1992 0 0 .000 .000 .000 0
11 1993 0 0 .000 .000 .000 0
12 TOTAL XXX XXX XXX XXX XXX 0

SCHEDULE P - PART 1M - INTERNATIONAL
1 DISCOUNT FOR 33 NET BALANCE SHEET
YEARS IN TIME VALUE RESERVES AFTER DISCOUNT
WHICH PRE- OF MONEY INTER-
MIUMS WERE 32 COMPANY 34 35
EARNED AND POOLING LOSS
LOSSES LOSS PARTICIPATION LOSSES EXPENSES
WERE INC EXPENSE PERCENTAGE UNPAID UNPAID
01 PRIOR 0 XXX 3,364 234
02 1984 0 .000 0 0
03 1985 0 .000 0 0
04 1986 0 .000 0 0
05 1987 0 .000 0 0
06 1988 0 .000 0 0
07 1989 0 .000 0 0
08 1990 0 .000 0 0
09 1991 0 .000 0 0
10 1992 0 .000 0 0
11 1993 0 .000 0 0
12 TOTAL 0 XXX 3,364 234
NOTE: FOR "PRIOR," REPORT AMOUNTS PAID OR RECEIVED IN CURRENT YEAR ONLY.
REPORT CUMULATIVE AMOUNTS PAID OR RECEIVED FOR SPECIFIC YEARS.
REPORT LOSS PAYMENTS NET OF SALVAGE AND SUBROGATION RECEIVED.
*NET = (25 - 26) = (11 + 23)

SCHEDULE P - PART 1N - REINSURANCE A
(000 OMITTED)
1 PREMIUMS EARNED LOSS AND LOSS EXPENSE PAYMENTS
YEARS IN 2 3 4 ALLOCATED LOSS
WHICH PRE- LOSS PAYMENTS EXP PAYMENTS
MIUMS WERE DIRECT NET 5 6 7
EARNED AND AND CEDED (2 - 3) DIRECT DIRECT
LOSSES ASSUMED AND CEDED AND
WERE INC ASSUMED ASSUMED
01 1988 0 0 0 0 0 0
02 1989 0 0 0 0 0 0
03 1990 0 0 0 0 0 0
04 1991 0 0 0 0 0 0
05 1992 0 0 0 0 0 0
06 1993 61 2 59 0 0 0
07 TOTAL XXX XXX XXX 0 0 0

SCHEDULE P - PART 1N - REINSURANCE A
1 LOSS AND LOSS EXPENSE PAYMENTS LOSSES UNPAID
YEARS IN ALLOC LOSS 9 10 11 12 CASE BASIS
WHICH PRE- EXPENSE NUMBER OF
MIUMS WERE PAYMENTS SALVAGE UNALLOCATED TOTAL CLAIMS 13
EARNED AND 8 AND LOSS NET PAID REPORTED - DIRECT
LOSSES CEDED SUBROGATION EXPENSE (5 - 6 + 7 DIRECT AND AND
WERE INC RECEIVED PAYMENTS - 8 + 10) ASSUMED ASSUMED
01 1988 0 0 0 0 XXX 0
02 1989 0 0 0 0 XXX 0
03 1990 0 0 0 0 XXX 0
04 1991 0 0 0 0 XXX 0
05 1992 0 0 0 0 XXX 0
06 1993 0 0 0 0 XXX 0
07 TOTAL 0 0 0 0 XXX 0

SCHEDULE P - PART 1N - REINSURANCE A
1 LOSSES UNPAID ALLOCATED LOSS EXPENSES UNPAID
YEARS IN CASE BASIS BULK + IBNR CASE BASIS BULK + IBNR
WHICH PRE-
MIUMS WERE 14 15 16 17 18 19
EARNED AND DIRECT DIRECT DIRECT
LOSSES CEDED AND CEDED AND CEDED AND
WERE INC ASSUMED ASSUMED ASSUMED
01 1988 0 0 0 0 0 0
02 1989 0 0 0 0 0 0
03 1990 0 0 0 0 0 0
04 1991 0 0 0 0 0 0
05 1992 0 0 0 0 0 0
06 1993 0 0 0 0 0 0
07 TOTAL 0 0 0 0 0 0

SCHEDULE P - PART 1N - REINSURANCE A
1 21 22 23 24 TOTAL LOSSES
YEARS IN BULK + IBNR & LOSS EXP
WHICH PRE- NUMBER OF INCURRED
MIUMS WERE 20 SALVAGE UNALLOCATED TOTAL CLAIMS 25
EARNED AND AND LOSS NET LOSSES OUTSTANDING DIRECT
LOSSES CEDED SUBROGATION EXPENSES & EXPENSES DIRECT AND AND
WERE INC ANTICIPATED UNPAID UNPAID ASSUMED ASSUMED
01 1988 0 0 0 0 XXX 0
02 1989 0 0 0 0 XXX 0
03 1990 0 0 0 0 XXX 0
04 1991 0 0 0 0 XXX 0
05 1992 0 0 0 0 XXX 0
06 1993 0 0 0 0 XXX 0
07 TOTAL 0 0 0 0 XXX XXX

SCHEDULE P - PART 1N - REINSURANCE A
1 TOTAL LOSSES AND LOSS LOSS AND LOSS EXPENSE PERCENTAGE DISCOUNT FOR
YEARS IN EXPENSES INCURRED (INCURRED/PREMIUMS EARNED) TIME VALUE
WHICH PRE- OF MONEY
MIUMS WERE 26 27 28 29 30 31
EARNED AND DIRECT
LOSSES CEDED NET* AND CEDED NET LOSS
WERE INC ASSUMED
01 1988 0 0 .000 .000 .000 0
02 1989 0 0 .000 .000 .000 0
03 1990 0 0 .000 .000 .000 0
04 1991 0 0 .000 .000 .000 0
05 1992 0 0 .000 .000 .000 0
06 1993 0 0 .000 .000 .000 0
07 TOTAL XXX XXX XXX XXX XXX 0

SCHEDULE P - PART 1N - REINSURANCE A
1 DISCOUNT FOR 33 NET BALANCE SHEET
YEARS IN TIME VALUE RESERVES AFTER DISCOUNT
WHICH PRE- OF MONEY INTER-
MIUMS WERE 32 COMPANY 34 35
EARNED AND POOLING LOSS
LOSSES LOSS PARTICIPATION LOSSES EXPENSES
WERE INC EXPENSE PERCENTAGE UNPAID UNPAID
01 1988 0 .000 0 0
02 1989 0 .000 0 0
03 1990 0 .000 0 0
04 1991 0 .000 0 0
05 1992 0 .000 0 0
06 1993 0 .000 0 0
07 TOTAL 0 XXX 0 0
NOTE: FOR "PRIOR," REPORT AMOUNTS PAID OR RECEIVED IN CURRENT YEAR ONLY.
REPORT CUMULATIVE AMOUNTS PAID OR RECEIVED FOR SPECIFIC YEARS.
REPORT LOSS PAYMENTS NET OF SALVAGE AND SUBROGATION RECEIVED.
*NET = (25 - 26) = (11 + 23)

SCHEDULE P - PART 1O - REINSURANCE B
(000 OMITTED)
1 PREMIUMS EARNED LOSS AND LOSS EXPENSE PAYMENTS
YEARS IN 2 3 4 ALLOCATED LOSS
WHICH PRE- LOSS PAYMENTS EXP PAYMENTS
MIUMS WERE DIRECT NET 5 6 7
EARNED AND AND CEDED (2 - 3) DIRECT DIRECT
LOSSES ASSUMED AND CEDED AND
WERE INC ASSUMED ASSUMED
01 1988 1,990 0 1,990 0 0 0
02 1989 612 1,823 -1,211 0 0 0
03 1990 231 7 224 0 0 0
04 1991 -326 -8 -318 0 0 0
05 1992 134 0 134 0 0 0
06 1993 516 0 516 0 0 0
07 TOTAL XXX XXX XXX 0 0 0

SCHEDULE P - PART 1O - REINSURANCE B
1 LOSS AND LOSS EXPENSE PAYMENTS LOSSES UNPAID
YEARS IN ALLOC LOSS 9 10 11 12 CASE BASIS
WHICH PRE- EXPENSE NUMBER OF
MIUMS WERE PAYMENTS SALVAGE UNALLOCATED TOTAL CLAIMS 13
EARNED AND 8 AND LOSS NET PAID REPORTED - DIRECT
LOSSES CEDED SUBROGATION EXPENSE (5 - 6 + 7 DIRECT AND AND
WERE INC RECEIVED PAYMENTS - 8 + 10) ASSUMED ASSUMED
01 1988 0 0 0 0 XXX 0
02 1989 0 0 0 0 XXX 0
03 1990 0 0 0 0 XXX 0
04 1991 0 0 0 0 XXX 0
05 1992 0 0 0 0 XXX 0
06 1993 0 0 0 0 XXX 0
07 TOTAL 0 0 0 0 XXX 0

SCHEDULE P - PART 1O - REINSURANCE B
1 LOSSES UNPAID ALLOCATED LOSS EXPENSES UNPAID
YEARS IN CASE BASIS BULK + IBNR CASE BASIS BULK + IBNR
WHICH PRE-
MIUMS WERE 14 15 16 17 18 19
EARNED AND DIRECT DIRECT DIRECT
LOSSES CEDED AND CEDED AND CEDED AND
WERE INC ASSUMED ASSUMED ASSUMED
01 1988 0 0 0 0 0 0
02 1989 0 0 0 0 0 0
03 1990 0 0 0 0 0 0
04 1991 0 0 0 0 0 0
05 1992 0 0 0 0 0 0
06 1993 0 0 0 0 0 0
07 TOTAL 0 0 0 0 0 0

SCHEDULE P - PART 1O - REINSURANCE B
1 21 22 23 24 TOTAL LOSSES
YEARS IN BULK + IBNR & LOSS EXP
WHICH PRE- NUMBER OF INCURRED
MIUMS WERE 20 SALVAGE UNALLOCATED TOTAL CLAIMS 25
EARNED AND AND LOSS NET LOSSES OUTSTANDING DIRECT
LOSSES CEDED SUBROGATION EXPENSES & EXPENSES DIRECT AND AND
WERE INC ANTICIPATED UNPAID UNPAID ASSUMED ASSUMED
01 1988 0 0 0 0 XXX 0
02 1989 0 0 0 0 XXX 0
03 1990 0 0 0 0 XXX 0
04 1991 0 0 0 0 XXX 0
05 1992 0 0 0 0 XXX 0
06 1993 0 0 0 0 XXX 0
07 TOTAL 0 0 0 0 XXX XXX

SCHEDULE P - PART 1O - REINSURANCE B
1 TOTAL LOSSES AND LOSS LOSS AND LOSS EXPENSE PERCENTAGE DISCOUNT FOR
YEARS IN EXPENSES INCURRED (INCURRED/PREMIUMS EARNED) TIME VALUE
WHICH PRE- OF MONEY
MIUMS WERE 26 27 28 29 30 31
EARNED AND DIRECT
LOSSES CEDED NET* AND CEDED NET LOSS
WERE INC ASSUMED
01 1988 0 0 .000 .000 .000 0
02 1989 0 0 .000 .000 .000 0
03 1990 0 0 .000 .000 .000 0
04 1991 0 0 .000 .000 .000 0
05 1992 0 0 .000 .000 .000 0
06 1993 0 0 .000 .000 .000 0
07 TOTAL XXX XXX XXX XXX XXX 0

SCHEDULE P - PART 1O - REINSURANCE B
1 DISCOUNT FOR 33 NET BALANCE SHEET
YEARS IN TIME VALUE RESERVES AFTER DISCOUNT
WHICH PRE- OF MONEY INTER-
MIUMS WERE 32 COMPANY 34 35
EARNED AND POOLING LOSS
LOSSES LOSS PARTICIPATION LOSSES EXPENSES
WERE INC EXPENSE PERCENTAGE UNPAID UNPAID
01 1988 0 .000 0 0
02 1989 0 .000 0 0
03 1990 0 .000 0 0
04 1991 0 .000 0 0
05 1992 0 .000 0 0
06 1993 0 .000 0 0
07 TOTAL 0 XXX 0 0
NOTE: FOR "PRIOR," REPORT AMOUNTS PAID OR RECEIVED IN CURRENT YEAR ONLY.
REPORT CUMULATIVE AMOUNTS PAID OR RECEIVED FOR SPECIFIC YEARS.
REPORT LOSS PAYMENTS NET OF SALVAGE AND SUBROGATION RECEIVED.
*NET = (25 - 26) = (11 + 23)

SCHEDULE P - PART 1P - REINSURANCE C
(000 OMITTED)
1 PREMIUMS EARNED LOSS AND LOSS EXPENSE PAYMENTS
YEARS IN 2 3 4 ALLOCATED LOSS
WHICH PRE- LOSS PAYMENTS EXP PAYMENTS
MIUMS WERE DIRECT NET 5 6 7
EARNED AND AND CEDED (2 - 3) DIRECT DIRECT
LOSSES ASSUMED AND CEDED AND
WERE INC ASSUMED ASSUMED
01 1988 0 0 0 0 0 0
02 1989 0 0 0 0 0 0
03 1990 0 0 0 0 0 0
04 1991 0 0 0 0 0 0
05 1992 0 0 0 0 0 0
06 1993 0 0 0 0 0 0
07 TOTAL XXX XXX XXX 0 0 0

SCHEDULE P - PART 1P - REINSURANCE C
1 LOSS AND LOSS EXPENSE PAYMENTS LOSSES UNPAID
YEARS IN ALLOC LOSS 9 10 11 12 CASE BASIS
WHICH PRE- EXPENSE NUMBER OF
MIUMS WERE PAYMENTS SALVAGE UNALLOCATED TOTAL CLAIMS 13
EARNED AND 8 AND LOSS NET PAID REPORTED - DIRECT
LOSSES CEDED SUBROGATION EXPENSE (5 - 6 + 7 DIRECT AND AND
WERE INC RECEIVED PAYMENTS - 8 + 10) ASSUMED ASSUMED
01 1988 0 0 0 0 XXX 0
02 1989 0 0 0 0 XXX 0
03 1990 0 0 0 0 XXX 0
04 1991 0 0 0 0 XXX 0
05 1992 0 0 0 0 XXX 0
06 1993 0 0 0 0 XXX 0
07 TOTAL 0 0 0 0 XXX 0

SCHEDULE P - PART 1P - REINSURANCE C
1 LOSSES UNPAID ALLOCATED LOSS EXPENSES UNPAID
YEARS IN CASE BASIS BULK + IBNR CASE BASIS BULK + IBNR
WHICH PRE-
MIUMS WERE 14 15 16 17 18 19
EARNED AND DIRECT DIRECT DIRECT
LOSSES CEDED AND CEDED AND CEDED AND
WERE INC ASSUMED ASSUMED ASSUMED
01 1988 0 0 0 0 0 0
02 1989 0 0 0 0 0 0
03 1990 0 0 0 0 0 0
04 1991 0 0 0 0 0 0
05 1992 0 0 0 0 0 0
06 1993 0 0 0 0 0 0
07 TOTAL 0 0 0 0 0 0

SCHEDULE P - PART 1P - REINSURANCE C
1 21 22 23 24 TOTAL LOSSES
YEARS IN BULK + IBNR & LOSS EXP
WHICH PRE- NUMBER OF INCURRED
MIUMS WERE 20 SALVAGE UNALLOCATED TOTAL CLAIMS 25
EARNED AND AND LOSS NET LOSSES OUTSTANDING DIRECT
LOSSES CEDED SUBROGATION EXPENSES & EXPENSES DIRECT AND AND
WERE INC ANTICIPATED UNPAID UNPAID ASSUMED ASSUMED
01 1988 0 0 0 0 XXX 0
02 1989 0 0 0 0 XXX 0
03 1990 0 0 0 0 XXX 0
04 1991 0 0 0 0 XXX 0
05 1992 0 0 0 0 XXX 0
06 1993 0 0 0 0 XXX 0
07 TOTAL 0 0 0 0 XXX XXX

SCHEDULE P - PART 1P - REINSURANCE C
1 TOTAL LOSSES AND LOSS LOSS AND LOSS EXPENSE PERCENTAGE DISCOUNT FOR
YEARS IN EXPENSES INCURRED (INCURRED/PREMIUMS EARNED) TIME VALUE
WHICH PRE- OF MONEY
MIUMS WERE 26 27 28 29 30 31
EARNED AND DIRECT
LOSSES CEDED NET* AND CEDED NET LOSS
WERE INC ASSUMED
01 1988 0 0 .000 .000 .000 0
02 1989 0 0 .000 .000 .000 0
03 1990 0 0 .000 .000 .000 0
04 1991 0 0 .000 .000 .000 0
05 1992 0 0 .000 .000 .000 0
06 1993 0 0 .000 .000 .000 0
07 TOTAL XXX XXX XXX XXX XXX 0

SCHEDULE P - PART 1P - REINSURANCE C
1 DISCOUNT FOR 33 NET BALANCE SHEET
YEARS IN TIME VALUE RESERVES AFTER DISCOUNT
WHICH PRE- OF MONEY INTER-
MIUMS WERE 32 COMPANY 34 35
EARNED AND POOLING LOSS
LOSSES LOSS PARTICIPATION LOSSES EXPENSES
WERE INC EXPENSE PERCENTAGE UNPAID UNPAID
01 1988 0 .000 0 0
02 1989 0 .000 0 0
03 1990 0 .000 0 0
04 1991 0 .000 0 0
05 1992 0 .000 0 0
06 1993 0 .000 0 0
07 TOTAL 0 XXX 0 0
NOTE: FOR "PRIOR," REPORT AMOUNTS PAID OR RECEIVED IN CURRENT YEAR ONLY.
REPORT CUMULATIVE AMOUNTS PAID OR RECEIVED FOR SPECIFIC YEARS.
REPORT LOSS PAYMENTS NET OF SALVAGE AND SUBROGATION RECEIVED.
*NET = (25 - 26) = (11 + 23)

SCHEDULE P - PART 1Q - REINSURANCE D
(000 OMITTED)
1 PREMIUMS EARNED LOSS AND LOSS EXPENSE PAYMENTS
YEARS IN 2 3 4 ALLOCATED LOSS
WHICH PRE- LOSS PAYMENTS EXP PAYMENTS
MIUMS WERE DIRECT NET 5 6 7
EARNED AND AND CEDED (2 - 3) DIRECT DIRECT
LOSSES ASSUMED AND CEDED AND
WERE INC ASSUMED ASSUMED
01 PRIOR XXX XXX XXX 531 0 56
02 1984 2 0 2 0 0 0
03 1985 1,104 0 1,104 1,820 104 15
04 1986 1,995 0 1,995 1,692 224 13
05 1987 7,255 3,615 3,640 34,717 28,008 15,306
06 TOTAL XXX XXX XXX 38,760 28,336 15,390

SCHEDULE P - PART 1Q - REINSURANCE D
1 LOSS AND LOSS EXPENSE PAYMENTS LOSSES UNPAID
YEARS IN ALLOC LOSS 9 10 11 12 CASE BASIS
WHICH PRE- EXPENSE NUMBER OF
MIUMS WERE PAYMENTS SALVAGE UNALLOCATED TOTAL CLAIMS 13
EARNED AND 8 AND LOSS NET PAID REPORTED - DIRECT
LOSSES CEDED SUBROGATION EXPENSE (5 - 6 + 7 DIRECT AND AND
WERE INC RECEIVED PAYMENTS - 8 + 10) ASSUMED ASSUMED
01 PRIOR 0 0 17 604 XXX 1,790
02 1984 0 0 0 0 XXX 0
03 1985 0 0 0 1,731 XXX 335
04 1986 0 0 0 1,481 XXX 401
05 1987 12,697 2,447 411 9,729 XXX 13,389
06 TOTAL 12,697 2,447 428 13,545 XXX 15,915

SCHEDULE P - PART 1Q - REINSURANCE D
1 LOSSES UNPAID ALLOCATED LOSS EXPENSES UNPAID
YEARS IN CASE BASIS BULK + IBNR CASE BASIS BULK + IBNR
WHICH PRE-
MIUMS WERE 14 15 16 17 18 19
EARNED AND DIRECT DIRECT DIRECT
LOSSES CEDED AND CEDED AND CEDED AND
WERE INC ASSUMED ASSUMED ASSUMED
01 PRIOR 0 713 0 137 0 15
02 1984 0 0 0 0 0 0
03 1985 0 0 0 0 0 0
04 1986 0 1,498 0 0 0 0
05 1987 12,254 11,950 11,950 502 502 448
06 TOTAL 12,254 14,161 11,950 639 502 463

SCHEDULE P - PART 1Q - REINSURANCE D
1 21 22 23 24 TOTAL LOSSES
YEARS IN BULK + IBNR & LOSS EXP
WHICH PRE- NUMBER OF INCURRED
MIUMS WERE 20 SALVAGE UNALLOCATED TOTAL CLAIMS 25
EARNED AND AND LOSS NET LOSSES OUTSTANDING DIRECT
LOSSES CEDED SUBROGATION EXPENSES & EXPENSES DIRECT AND AND
WERE INC ANTICIPATED UNPAID UNPAID ASSUMED ASSUMED
01 PRIOR 0 0 54 2,709 XXX XXX
02 1984 0 0 0 0 XXX 0
03 1985 0 0 0 335 XXX 2,170
04 1986 0 0 0 1,899 XXX 3,604
05 1987 448 0 0 1,135 XXX 76,723
06 TOTAL 448 0 54 6,078 XXX XXX

SCHEDULE P - PART 1Q - REINSURANCE D
1 TOTAL LOSSES AND LOSS LOSS AND LOSS EXPENSE PERCENTAGE DISCOUNT FOR
YEARS IN EXPENSES INCURRED (INCURRED/PREMIUMS EARNED) TIME VALUE
WHICH PRE- OF MONEY
MIUMS WERE 26 27 28 29 30 31
EARNED AND DIRECT
LOSSES CEDED NET* AND CEDED NET LOSS
WERE INC ASSUMED
01 PRIOR XXX XXX XXX XXX XXX 0
02 1984 0 0 .000 .000 .000 0
03 1985 104 2,066 196.557 .000 187.137 0
04 1986 224 3,380 180.651 .000 169.423 0
05 1987 65,859 10,864 1,057.518 1,821.825 298.461 0
06 TOTAL XXX XXX XXX XXX XXX 0

SCHEDULE P - PART 1Q - REINSURANCE D
1 DISCOUNT FOR 33 NET BALANCE SHEET
YEARS IN TIME VALUE RESERVES AFTER DISCOUNT
WHICH PRE- OF MONEY INTER-
MIUMS WERE 32 COMPANY 34 35
EARNED AND POOLING LOSS
LOSSES LOSS PARTICIPATION LOSSES EXPENSES
WERE INC EXPENSE PERCENTAGE UNPAID UNPAID
01 PRIOR 0 XXX 2,503 206
02 1984 0 .000 0 0
03 1985 0 .000 335 0
04 1986 0 .000 1,899 0
05 1987 0 .000 1,135 0
06 TOTAL 0 XXX 5,872 206
NOTE: FOR "PRIOR," REPORT AMOUNTS PAID OR RECEIVED IN CURRENT YEAR ONLY.
REPORT CUMULATIVE AMOUNTS PAID OR RECEIVED FOR SPECIFIC YEARS.
REPORT LOSS PAYMENTS NET OF SALVAGE AND SUBROGATION RECEIVED.
*NET = (25 - 26) = (11 + 23)

SCHEDULE P - PART 1R - SECTION 1 - PRODUCTS LIABILITY - OCCURRENCE
(000 OMITTED)
1 PREMIUMS EARNED LOSS AND LOSS EXPENSE PAYMENTS
YEARS IN 2 3 4 ALLOCATED LOSS
WHICH PRE- LOSS PAYMENTS EXP PAYMENTS
MIUMS WERE DIRECT NET 5 6 7
EARNED AND AND CEDED (2 - 3) DIRECT DIRECT
LOSSES ASSUMED AND CEDED AND
WERE INC ASSUMED ASSUMED
01 PRIOR XXX XXX XXX 6,852 4,584 3,247
02 1984 9,189 2,237 6,952 18,760 13,229 6,437
03 1985 35,993 20,744 15,249 25,366 17,748 6,714
04 1986 113,257 52,165 61,092 33,593 20,061 6,890
05 1987 108,076 37,961 70,115 12,466 7,690 1,729
06 1988 63,562 26,777 36,785 12,527 9,031 2,311
07 1989 39,865 19,528 20,337 7,307 4,827 1,438
08 1990 33,225 16,590 16,635 3,818 3,569 846
09 1991 24,227 14,289 9,938 610 1,041 633
10 1992 11,496 2,391 9,105 478 204 85
11 1993 19,047 8,204 10,843 94 121 26
12 TOTAL XXX XXX XXX 121,871 82,105 30,356

SCHEDULE P - PART 1R - SECTION 1 - PRODUCTS LIABILITY - OCCURRENCE
1 LOSS AND LOSS EXPENSE PAYMENTS LOSSES UNPAID
YEARS IN ALLOC LOSS 9 10 11 12 CASE BASIS
WHICH PRE- EXPENSE NUMBER OF
MIUMS WERE PAYMENTS SALVAGE UNALLOCATED TOTAL CLAIMS 13
EARNED AND 8 AND LOSS NET PAID REPORTED - DIRECT
LOSSES CEDED SUBROGATION EXPENSE (5 - 6 + 7 DIRECT AND AND
WERE INC RECEIVED PAYMENTS - 8 + 10) ASSUMED ASSUMED
01 PRIOR 3,948 0 469 2,036 XXX 24,855
02 1984 2,976 237 597 9,589 915 3,529
03 1985 3,256 50 661 11,737 1,262 1,437
04 1986 2,531 104 937 18,828 1,004 3,520
05 1987 477 142 121 6,149 607 1,265
06 1988 473 121 -2,270 3,064 317 1,421
07 1989 781 234 540 3,677 238 1,555
08 1990 324 707 516 1,287 278 2,182
09 1991 740 1,697 759 221 229 1,174
10 1992 4 1,796 423 778 199 2,934
11 1993 5 822 264 258 166 1,134
12 TOTAL 15,515 5,910 3,017 57,624 XXX 45,045

SCHEDULE P - PART 1R - SECTION 1 - PRODUCTS LIABILITY - OCCURRENCE
1 LOSSES UNPAID ALLOCATED LOSS EXPENSES UNPAID
YEARS IN CASE BASIS BULK + IBNR CASE BASIS BULK + IBNR
WHICH PRE-
MIUMS WERE 14 15 16 17 18 19
EARNED AND DIRECT DIRECT DIRECT
LOSSES CEDED AND CEDED AND CEDED AND
WERE INC ASSUMED ASSUMED ASSUMED
01 PRIOR 13,035 17,438 13,429 3,290 1,778 7,104
02 1984 1,977 1,693 1,115 322 41 59
03 1985 898 3,054 1,725 399 166 327
04 1986 1,332 6,275 3,237 262 82 970
05 1987 60 6,363 3,178 214 51 1,218
06 1988 518 6,191 3,611 1,434 102 1,214
07 1989 753 7,272 2,869 922 150 1,280
08 1990 971 14,227 5,086 1,381 310 2,585
09 1991 587 10,664 4,446 1,086 175 2,374
10 1992 1,954 5,644 1,970 603 380 1,946
11 1993 1,050 8,465 4,335 571 256 2,040
12 TOTAL 23,159 87,326 45,019 10,521 3,507 21,130

SCHEDULE P - PART 1R - SECTION 1 - PRODUCTS LIABILITY - OCCURRENCE
1 21 22 23 24 TOTAL LOSSES
YEARS IN BULK + IBNR & LOSS EXP
WHICH PRE- NUMBER OF INCURRED
MIUMS WERE 20 SALVAGE UNALLOCATED TOTAL CLAIMS 25
EARNED AND AND LOSS NET LOSSES OUTSTANDING DIRECT
LOSSES CEDED SUBROGATION EXPENSES & EXPENSES DIRECT AND AND
WERE INC ANTICIPATED UNPAID UNPAID ASSUMED ASSUMED
01 PRIOR 3,227 0 2,916 24,128 877 XXX
02 1984 27 0 111 2,555 27 31,658
03 1985 151 0 110 2,387 138 38,153
04 1986 517 7 147 6,005 97 52,664
05 1987 558 16 145 5,360 60 23,492
06 1988 754 27 175 5,446 42 21,966
07 1989 697 9 168 6,735 30 20,707
08 1990 1,627 357 421 12,809 53 26,219
09 1991 1,660 235 241 8,687 39 18,088
10 1992 711 417 378 6,489 43 12,926
11 1993 1,221 494 636 5,992 30 13,744
12 TOTAL 11,162 1,577 5,464 86,639 1,436 XXX

SCHEDULE P - PART 1R - SECTION 1 - PRODUCTS LIABILITY - OCCURRENCE
1 TOTAL LOSSES AND LOSS LOSS AND LOSS EXPENSE PERCENTAGE DISCOUNT FOR
YEARS IN EXPENSES INCURRED (INCURRED/PREMIUMS EARNED) TIME VALUE
WHICH PRE- OF MONEY
MIUMS WERE 26 27 28 29 30 31
EARNED AND DIRECT
LOSSES CEDED NET* AND CEDED NET LOSS
WERE INC ASSUMED
01 PRIOR XXX XXX XXX XXX XXX 56
02 1984 19,504 12,154 344.521 871.882 174.827 0
03 1985 24,011 14,142 106.001 115.749 92.741 0
04 1986 27,821 24,843 46.500 53.333 40.665 0
05 1987 11,975 11,517 21.737 31.546 16.426 0
06 1988 13,465 8,501 34.558 50.286 23.110 0
07 1989 10,292 10,415 51.943 52.704 51.212 0
08 1990 12,111 14,108 78.913 73.002 84.809 0
09 1991 9,178 8,910 74.661 64.231 89.656 0
10 1992 5,647 7,279 112.439 236.177 79.945 0
11 1993 7,492 6,252 72.158 91.321 57.659 0
12 TOTAL XXX XXX XXX XXX XXX 56

SCHEDULE P - PART 1R - SECTION 1 - PRODUCTS LIABILITY - OCCURRENCE
1 DISCOUNT FOR 33 NET BALANCE SHEET
YEARS IN TIME VALUE RESERVES AFTER DISCOUNT
WHICH PRE- OF MONEY INTER-
MIUMS WERE 32 COMPANY 34 35
EARNED AND POOLING LOSS
LOSSES LOSS PARTICIPATION LOSSES EXPENSES
WERE INC EXPENSE PERCENTAGE UNPAID UNPAID
01 PRIOR 0 XXX 15,767 8,297
02 1984 0 .000 2,123 424
03 1985 0 .000 1,867 519
04 1986 0 .000 5,226 779
05 1987 0 .000 4,391 969
06 1988 0 .000 3,477 1,969
07 1989 0 .000 5,204 1,522
08 1990 0 .000 10,352 2,457
09 1991 0 .000 6,812 1,873
10 1992 0 .000 4,654 1,835
11 1993 0 .000 4,213 1,772
12 TOTAL 0 XXX 64,086 22,416
NOTE: FOR "PRIOR," REPORT AMOUNTS PAID OR RECEIVED IN CURRENT YEAR ONLY.
REPORT CUMULATIVE AMOUNTS PAID OR RECEIVED FOR SPECIFIC YEARS.
REPORT LOSS PAYMENTS NET OF SALVAGE AND SUBROGATION RECEIVED.
*NET = (25 - 26) = (11 + 23)

SCHEDULE P - PART 1R - SECTION 2 - PRODUCTS LIABILITY - CLAIMS MADE
(000 OMITTED)
1 PREMIUMS EARNED LOSS AND LOSS EXPENSE PAYMENTS
YEARS IN 2 3 4 ALLOCATED LOSS
WHICH PRE- LOSS PAYMENTS EXP PAYMENTS
MIUMS WERE DIRECT NET 5 6 7
EARNED AND AND CEDED (2 - 3) DIRECT DIRECT
LOSSES ASSUMED AND CEDED AND
WERE INC ASSUMED ASSUMED
01 PRIOR XXX XXX XXX 0 0 0
02 1984 0 0 0 0 0 0
03 1985 814 589 225 0 0 0
04 1986 6,129 2,629 3,500 5 1 4
05 1987 14,442 3,545 10,895 2,031 258 1,848
06 1988 13,124 3,125 9,998 1,111 2,057 627
07 1989 10,081 2,154 7,918 1,332 370 588
08 1990 7,976 1,479 6,488 2,699 905 514
09 1991 9,561 2,034 7,525 806 152 658
10 1992 7,463 3,212 4,250 435 82 294
11 1993 3,862 2,706 1,148 7 0 4
12 TOTAL XXX XXX XXX 8,426 3,825 4,537

SCHEDULE P - PART 1R - SECTION 2 - PRODUCTS LIABILITY - CLAIMS MADE
1 LOSS AND LOSS EXPENSE PAYMENTS LOSSES UNPAID
YEARS IN ALLOC LOSS 9 10 11 12 CASE BASIS
WHICH PRE- EXPENSE NUMBER OF
MIUMS WERE PAYMENTS SALVAGE UNALLOCATED TOTAL CLAIMS 13
EARNED AND 8 AND LOSS NET PAID REPORTED - DIRECT
LOSSES CEDED SUBROGATION EXPENSE (5 - 6 + 7 DIRECT AND AND
WERE INC RECEIVED PAYMENTS - 8 + 10) ASSUMED ASSUMED
01 PRIOR 0 0 0 0 XXX 0
02 1984 0 0 0 0 0 0
03 1985 0 0 0 0 2 0
04 1986 1 0 0 7 19 0
05 1987 62 0 248 3,814 137 907
06 1988 80 0 130 -254 124 520
07 1989 17 0 95 1,629 172 49
08 1990 161 0 32 2,179 98 1,198
09 1991 202 0 38 1,155 372 531
10 1992 78 0 46 613 75 1,250
11 1993 0 0 39 52 66 416
12 TOTAL 601 0 628 9,165 XXX 4,871

SCHEDULE P - PART 1R - SECTION 2 - PRODUCTS LIABILITY - CLAIMS MADE
1 LOSSES UNPAID ALLOCATED LOSS EXPENSES UNPAID
YEARS IN CASE BASIS BULK + IBNR CASE BASIS BULK + IBNR
WHICH PRE-
MIUMS WERE 14 15 16 17 18 19
EARNED AND DIRECT DIRECT DIRECT
LOSSES CEDED AND CEDED AND CEDED AND
WERE INC ASSUMED ASSUMED ASSUMED
01 PRIOR 0 0 0 0 0 0
02 1984 0 0 0 0 0 0
03 1985 0 0 0 0 0 0
04 1986 0 0 0 0 0 0
05 1987 496 163 0 224 122 0
06 1988 11 2,187 3 8 5 2
07 1989 0 2,129 500 3 0 6
08 1990 545 753 102 50 0 15
09 1991 287 2,785 901 99 55 93
10 1992 663 2,132 765 313 121 52
11 1993 28 685 447 123 7 79
12 TOTAL 2,030 10,834 2,718 820 310 247

SCHEDULE P - PART 1R - SECTION 2 - PRODUCTS LIABILITY - CLAIMS MADE
1 21 22 23 24 TOTAL LOSSES
YEARS IN BULK + IBNR & LOSS EXP
WHICH PRE- NUMBER OF INCURRED
MIUMS WERE 20 SALVAGE UNALLOCATED TOTAL CLAIMS 25
EARNED AND AND LOSS NET LOSSES OUTSTANDING DIRECT
LOSSES CEDED SUBROGATION EXPENSES & EXPENSES DIRECT AND AND
WERE INC ANTICIPATED UNPAID UNPAID ASSUMED ASSUMED
01 PRIOR 0 0 0 0 0 XXX
02 1984 0 0 0 0 0 0
03 1985 0 0 0 0 0 0
04 1986 0 0 0 0 0 9
05 1987 0 0 20 698 4 5,485
06 1988 1 0 0 2,699 2 4,607
07 1989 2 0 1 1,680 1 4,216
08 1990 3 0 29 1,396 4 5,303
09 1991 12 0 28 2,280 40 5,069
10 1992 18 0 56 2,231 16 4,585
11 1993 43 0 63 842 34 1,437
12 TOTAL 79 0 197 11,826 101 XXX

SCHEDULE P - PART 1R - SECTION 2 - PRODUCTS LIABILITY - CLAIMS MADE
1 TOTAL LOSSES AND LOSS LOSS AND LOSS EXPENSE PERCENTAGE DISCOUNT FOR
YEARS IN EXPENSES INCURRED (INCURRED/PREMIUMS EARNED) TIME VALUE
WHICH PRE- OF MONEY
MIUMS WERE 26 27 28 29 30 31
EARNED AND DIRECT
LOSSES CEDED NET* AND CEDED NET LOSS
WERE INC ASSUMED
01 PRIOR XXX XXX XXX XXX XXX 0
02 1984 0 0 .000 .000 .000 0
03 1985 0 0 .000 .000 .000 0
04 1986 2 7 .147 .076 .200 0
05 1987 964 4,521 37.980 27.193 41.496 0
06 1988 2,162 2,445 35.104 69.184 24.455 0
07 1989 891 3,325 41.821 41.365 41.993 0
08 1990 1,720 3,583 66.487 116.295 55.225 0
09 1991 1,632 3,437 53.017 80.236 45.674 0
10 1992 1,731 2,854 61.436 53.892 67.153 0
11 1993 534 903 37.209 19.734 78.659 0
12 TOTAL XXX XXX XXX XXX XXX 0

SCHEDULE P - PART 1R - SECTION 2 - PRODUCTS LIABILITY - CLAIMS MADE
1 DISCOUNT FOR 33 NET BALANCE SHEET
YEARS IN TIME VALUE RESERVES AFTER DISCOUNT
WHICH PRE- OF MONEY INTER-
MIUMS WERE 32 COMPANY 34 35
EARNED AND POOLING LOSS
LOSSES LOSS PARTICIPATION LOSSES EXPENSES
WERE INC EXPENSE PERCENTAGE UNPAID UNPAID
01 PRIOR 0 XXX 0 0
02 1984 0 .000 0 0
03 1985 0 .000 0 0
04 1986 0 .000 0 0
05 1987 0 .000 575 122
06 1988 0 .000 2,693 5
07 1989 0 .000 1,670 9
08 1990 0 .000 1,301 94
09 1991 0 .000 2,126 153
10 1992 0 .000 1,946 284
11 1993 0 .000 624 217
12 TOTAL 0 XXX 10,935 884
NOTE: FOR "PRIOR," REPORT AMOUNTS PAID OR RECEIVED IN CURRENT YEAR ONLY.
REPORT CUMULATIVE AMOUNTS PAID OR RECEIVED FOR SPECIFIC YEARS.
REPORT LOSS PAYMENTS NET OF SALVAGE AND SUBROGATION RECEIVED.
*NET = (25 - 26) = (11 + 23)

SCHEDULE P - PART 2A - HOMEOWNERS/FARMOWNERS
1 INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
YEARS 2 3 4 5 6 7
IN WHICH 1984 1985 1986 1987 1988 1989
LOSSES WERE
INCURRED
01 PRIOR 14,840 15,374 17,086 16,854 16,434 16,476
02 1984 72,148 76,347 76,865 78,015 77,818 77,981
03 1985 XXX 75,268 73,228 74,511 74,447 75,008
04 1986 XXX XXX 55,177 53,739 53,361 52,182
05 1987 XXX XXX XXX 40,587 42,421 41,321
06 1988 XXX XXX XXX XXX 40,465 44,333
07 1989 XXX XXX XXX XXX XXX 57,853
08 1990 XXX XXX XXX XXX XXX XXX
09 1991 XXX XXX XXX XXX XXX XXX
10 1992 XXX XXX XXX XXX XXX XXX
11 1993 XXX XXX XXX XXX XXX XXX
12 TOTAL

SCHEDULE P - PART 2A - HOMEOWNERS/FARMOWNERS
1 INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
YEARS 8 9 10 11 12 13
IN WHICH 1990 1991 1992 1993 ONE YEAR TWO YEAR
LOSSES WERE DEVELOPMENT DEVELOPMENT
INCURRED
01 PRIOR 17,176 16,836 16,560 16,377 -175 -451
02 1984 78,322 78,299 78,356 78,351 -4 51
03 1985 75,125 75,108 74,778 74,799 19 -308
04 1986 52,091 52,166 51,838 51,883 44 -274
05 1987 41,539 41,732 41,296 41,164 -131 -568
06 1988 44,720 45,011 44,481 44,582 100 -429
07 1989 62,002 61,858 61,172 61,171 -1 -687
08 1990 51,806 57,280 54,697 55,389 683 -1,882
09 1991 XXX 59,707 61,858 63,051 1,186 3,336
10 1992 XXX XXX 53,303 52,281 -1,022 XXX
11 1993 XXX XXX XXX 56,923 XXX XXX
12 TOTAL 699 -1,212
*REPORT RESERVES ONLY. SUBSEQUENT DEVELOPMENT RELATES ONLY TO SUBSEQUENT
PAYMENTS AND RESERVES.
**CURRENT YEAR LESS FIRST OR SECOND PRIOR YEAR, SHOWING (REDUNDANT) OR ADVERSE.

SCHEDULE P - PART 2B - PRIVATE PASSENGER AUTO LIABILITY/MEDICAL
1 INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
YEARS 2 3 4 5 6 7
IN WHICH 1984 1985 1986 1987 1988 1989
LOSSES WERE
INCURRED
01 PRIOR 44,786 47,319 50,012 51,642 52,519 53,271
02 1984 118,915 127,291 130,906 135,017 136,786 136,252
03 1985 XXX 147,302 151,193 154,965 158,136 159,502
04 1986 XXX XXX 141,718 138,108 132,733 129,758
05 1987 XXX XXX XXX 112,116 104,001 102,787
06 1988 XXX XXX XXX XXX 113,408 107,301
07 1989 XXX XXX XXX XXX XXX 125,170
08 1990 XXX XXX XXX XXX XXX XXX
09 1991 XXX XXX XXX XXX XXX XXX
10 1992 XXX XXX XXX XXX XXX XXX
11 1993 XXX XXX XXX XXX XXX XXX
12 TOTAL

SCHEDULE P - PART 2B - PRIVATE PASSENGER AUTO LIABILITY/MEDICAL
1 INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
YEARS 8 9 10 11 12 13
IN WHICH 1990 1991 1992 1993 ONE YEAR TWO YEAR
LOSSES WERE DEVELOPMENT DEVELOPMENT
INCURRED
01 PRIOR 53,241 53,784 53,019 54,907 1,887 1,115
02 1984 136,516 136,133 136,030 136,071 40 -61
03 1985 158,534 158,227 157,920 157,906 -14 -321
04 1986 129,286 130,085 129,452 128,124 -1,326 -1,954
05 1987 103,460 102,198 101,457 101,960 503 -236
06 1988 108,529 106,694 106,457 107,401 936 700
07 1989 120,336 114,739 116,447 118,293 1,837 3,545
08 1990 147,261 144,974 144,547 146,020 1,473 1,045
09 1991 XXX 96,510 96,887 92,693 -4,193 -3,810
10 1992 XXX XXX 123,753 112,466 -11,279 XXX
11 1993 XXX XXX XXX 116,965 XXX XXX
12 TOTAL -10,136 23
*REPORT RESERVES ONLY. SUBSEQUENT DEVELOPMENT RELATES ONLY TO SUBSEQUENT
PAYMENTS AND RESERVES.
**CURRENT YEAR LESS FIRST OR SECOND PRIOR YEAR, SHOWING (REDUNDANT) OR ADVERSE.

SCHEDULE P - PART 2C - COMMERCIAL AUTO/TRUCK LIABILITY/MEDICAL
1 INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
YEARS 2 3 4 5 6 7
IN WHICH 1984 1985 1986 1987 1988 1989
LOSSES WERE
INCURRED
01 PRIOR 80,583 86,895 103,863 106,853 115,817 116,667
02 1984 88,841 86,897 93,296 95,625 100,722 99,683
03 1985 XXX 104,895 96,882 97,227 103,081 104,800
04 1986 XXX XXX 105,156 105,662 100,327 98,658
05 1987 XXX XXX XXX 98,552 96,447 95,526
06 1988 XXX XXX XXX XXX 95,913 96,833
07 1989 XXX XXX XXX XXX XXX 106,540
08 1990 XXX XXX XXX XXX XXX XXX
09 1991 XXX XXX XXX XXX XXX XXX
10 1992 XXX XXX XXX XXX XXX XXX
11 1993 XXX XXX XXX XXX XXX XXX
12 TOTAL

SCHEDULE P - PART 2C - COMMERCIAL AUTO/TRUCK LIABILITY/MEDICAL
1 INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
YEARS 8 9 10 11 12 13
IN WHICH 1990 1991 1992 1993 ONE YEAR TWO YEAR
LOSSES WERE DEVELOPMENT DEVELOPMENT
INCURRED
01 PRIOR 116,991 116,616 115,153 112,012 -3,141 -4,596
02 1984 100,267 99,724 99,401 99,307 -92 -415
03 1985 105,275 105,057 104,284 104,106 -177 -943
04 1986 98,245 96,934 96,417 95,809 -600 -1,117
05 1987 97,952 94,300 94,096 92,403 -1,692 -1,904
06 1988 101,267 99,097 102,964 101,557 -1,399 2,460
07 1989 112,573 104,035 113,266 114,301 1,028 10,258
08 1990 97,752 90,180 101,701 97,369 -4,324 7,189
09 1991 XXX 81,752 79,404 85,045 5,634 3,292
10 1992 XXX XXX 71,553 80,757 9,196 XXX
11 1993 XXX XXX XXX 95,277 XXX XXX
12 TOTAL 4,433 14,224
*REPORT RESERVES ONLY. SUBSEQUENT DEVELOPMENT RELATES ONLY TO SUBSEQUENT
PAYMENTS AND RESERVES.
**CURRENT YEAR LESS FIRST OR SECOND PRIOR YEAR, SHOWING (REDUNDANT) OR ADVERSE.

SCHEDULE P - PART 2D - WORKERS' COMPENSATION
1 INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
YEARS 2 3 4 5 6 7
IN WHICH 1984 1985 1986 1987 1988 1989
LOSSES WERE
INCURRED
01 PRIOR 197,755 212,712 246,447 261,245 273,478 283,681
02 1984 142,459 160,607 171,049 177,710 186,174 189,579
03 1985 XXX 182,028 211,719 225,387 233,326 235,290
04 1986 XXX XXX 166,651 168,431 172,556 172,480
05 1987 XXX XXX XXX 132,874 147,982 150,832
06 1988 XXX XXX XXX XXX 195,690 207,527
07 1989 XXX XXX XXX XXX XXX 140,474
08 1990 XXX XXX XXX XXX XXX XXX
09 1991 XXX XXX XXX XXX XXX XXX
10 1992 XXX XXX XXX XXX XXX XXX
11 1993 XXX XXX XXX XXX XXX XXX
12 TOTAL

SCHEDULE P - PART 2D - WORKERS' COMPENSATION
1 INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
YEARS 8 9 10 11 12 13
IN WHICH 1990 1991 1992 1993 ONE YEAR TWO YEAR
LOSSES WERE DEVELOPMENT DEVELOPMENT
INCURRED
01 PRIOR 287,165 293,287 302,272 306,157 3,877 12,862
02 1984 189,220 185,002 186,258 187,413 1,155 2,409
03 1985 235,812 236,297 229,108 228,514 -592 -7,774
04 1986 173,918 176,332 174,312 169,018 -5,293 -7,312
05 1987 156,526 159,281 161,232 154,934 -6,296 -4,346
06 1988 208,891 215,534 218,080 213,930 -4,143 -1,597
07 1989 159,175 164,113 167,773 164,821 -2,952 717
08 1990 142,109 151,780 150,999 145,739 -5,260 -6,040
09 1991 XXX 115,442 134,851 125,731 -9,113 10,288
10 1992 XXX XXX 101,423 104,473 3,042 XXX
11 1993 XXX XXX XXX 74,213 XXX XXX
12 TOTAL -25,575 -793
*REPORT RESERVES ONLY. SUBSEQUENT DEVELOPMENT RELATES ONLY TO SUBSEQUENT
PAYMENTS AND RESERVES.
**CURRENT YEAR LESS FIRST OR SECOND PRIOR YEAR, SHOWING (REDUNDANT) OR ADVERSE.

SCHEDULE P - PART 2E - COMMERICAL MULTIPLE PERIL
1 INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
YEARS 2 3 4 5 6 7
IN WHICH 1984 1985 1986 1987 1988 1989
LOSSES WERE
INCURRED
01 PRIOR 72,705 94,054 113,371 123,188 127,150 133,293
02 1984 173,700 176,660 190,233 201,339 210,974 213,716
03 1985 XXX 154,448 138,040 147,720 152,879 161,809
04 1986 XXX XXX 118,697 102,760 92,240 91,214
05 1987 XXX XXX XXX 112,924 98,801 94,736
06 1988 XXX XXX XXX XXX 127,647 113,091
07 1989 XXX XXX XXX XXX XXX 128,410
08 1990 XXX XXX XXX XXX XXX XXX
09 1991 XXX XXX XXX XXX XXX XXX
10 1992 XXX XXX XXX XXX XXX XXX
11 1993 XXX XXX XXX XXX XXX XXX
12 TOTAL

SCHEDULE P - PART 2E - COMMERICAL MULTIPLE PERIL
1 INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
YEARS 8 9 10 11 12 13
IN WHICH 1990 1991 1992 1993 ONE YEAR TWO YEAR
LOSSES WERE DEVELOPMENT DEVELOPMENT
INCURRED
01 PRIOR 135,879 138,785 139,896 141,868 1,971 3,083
02 1984 210,877 211,417 213,253 214,483 1,229 3,065
03 1985 156,952 157,080 156,513 156,670 156 -409
04 1986 88,945 87,053 87,008 85,890 -1,116 -1,162
05 1987 93,102 96,572 97,846 95,415 -2,430 -1,157
06 1988 112,456 116,121 116,442 119,933 3,489 3,804
07 1989 125,315 118,900 121,605 121,286 -311 2,385
08 1990 155,370 143,006 143,269 142,958 -303 -47
09 1991 XXX 162,849 145,587 142,897 -2,682 -19,950
10 1992 XXX XXX 160,640 138,997 -21,636 XXX
11 1993 XXX XXX XXX 115,043 XXX XXX
12 TOTAL -21,633 -10,388
*REPORT RESERVES ONLY. SUBSEQUENT DEVELOPMENT RELATES ONLY TO SUBSEQUENT
PAYMENTS AND RESERVES.
**CURRENT YEAR LESS FIRST OR SECOND PRIOR YEAR, SHOWING (REDUNDANT) OR ADVERSE.

SCHEDULE P - PART 2F - SECTION 1 - MEDICAL MALPRACTICE - OCCURRENCE
1 INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
YEARS 2 3 4 5 6 7
IN WHICH 1984 1985 1986 1987 1988 1989
LOSSES WERE
INCURRED
01 PRIOR 1,391 1,472 1,580 1,788 2,073 2,135
02 1984 13 31 53 41 59 28
03 1985 XXX 20 21 23 34 0
04 1986 XXX XXX 6 5 5 0
05 1987 XXX XXX XXX 11 0 0
06 1988 XXX XXX XXX XXX 0 0
07 1989 XXX XXX XXX XXX XXX 0
08 1990 XXX XXX XXX XXX XXX XXX
09 1991 XXX XXX XXX XXX XXX XXX
10 1992 XXX XXX XXX XXX XXX XXX
11 1993 XXX XXX XXX XXX XXX XXX
12 TOTAL

SCHEDULE P - PART 2F - SECTION 1 - MEDICAL MALPRACTICE - OCCURRENCE
1 INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
YEARS 8 9 10 11 12 13
IN WHICH 1990 1991 1992 1993 ONE YEAR TWO YEAR
LOSSES WERE DEVELOPMENT DEVELOPMENT
INCURRED
01 PRIOR 2,172 2,155 2,250 2,223 -26 67
02 1984 19 17 17 17 0 0
03 1985 0 0 0 0 0 0
04 1986 0 0 0 0 0 0
05 1987 0 0 0 0 0 0
06 1988 0 0 0 0 0 0
07 1989 0 0 0 0 0 0
08 1990 0 0 0 0 0 0
09 1991 XXX 0 0 0 0 0
10 1992 XXX XXX 0 -1 -1 XXX
11 1993 XXX XXX XXX 0 XXX XXX
12 TOTAL -27 67
*REPORT RESERVES ONLY. SUBSEQUENT DEVELOPMENT RELATES ONLY TO SUBSEQUENT
PAYMENTS AND RESERVES.
**CURRENT YEAR LESS FIRST OR SECOND PRIOR YEAR, SHOWING (REDUNDANT) OR ADVERSE.

SCHEDULE P - PART 2F - SECTION 2 - MEDICAL MALPRACTICE - CLAIMS MADE
1 INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
YEARS 2 3 4 5 6 7
IN WHICH 1984 1985 1986 1987 1988 1989
LOSSES WERE
INCURRED
01 PRIOR 0 0 0 0 0 0
02 1984 0 0 0 0 0 0
03 1985 XXX 0 0 0 0 0
04 1986 XXX XXX 0 0 0 0
05 1987 XXX XXX XXX 0 0 0
06 1988 XXX XXX XXX XXX 0 0
07 1989 XXX XXX XXX XXX XXX 0
08 1990 XXX XXX XXX XXX XXX XXX
09 1991 XXX XXX XXX XXX XXX XXX
10 1992 XXX XXX XXX XXX XXX XXX
11 1993 XXX XXX XXX XXX XXX XXX
12 TOTAL

SCHEDULE P - PART 2F - SECTION 2 - MEDICAL MALPRACTICE - CLAIMS MADE
1 INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
YEARS 8 9 10 11 12 13
IN WHICH 1990 1991 1992 1993 ONE YEAR TWO YEAR
LOSSES WERE DEVELOPMENT DEVELOPMENT
INCURRED
01 PRIOR 0 0 0 0 0 0
02 1984 0 0 0 0 0 0
03 1985 0 0 0 0 0 0
04 1986 0 0 0 0 0 0
05 1987 0 0 0 0 0 0
06 1988 0 0 0 0 0 0
07 1989 0 0 0 0 0 0
08 1990 0 0 0 0 0 0
09 1991 XXX 0 0 0 0 0
10 1992 XXX XXX 0 0 0 XXX
11 1993 XXX XXX XXX 0 XXX XXX
12 TOTAL 0 0
*REPORT RESERVES ONLY. SUBSEQUENT DEVELOPMENT RELATES ONLY TO SUBSEQUENT
PAYMENTS AND RESERVES.
**CURRENT YEAR LESS FIRST OR SECOND PRIOR YEAR, SHOWING (REDUNDANT) OR ADVERSE.

SCHEDULE P - PART 2G - SPECIAL LIABILITY
1 INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
YEARS 2 3 4 5 6 7
IN WHICH 1984 1985 1986 1987 1988 1989
LOSSES WERE
INCURRED
01 PRIOR 9,845 14,157 14,775 14,624 13,919 14,448
02 1984 12,290 11,563 11,742 11,724 11,589 11,788
03 1985 XXX 9,621 9,787 9,826 9,929 9,799
04 1986 XXX XXX 9,159 10,189 9,579 8,991
05 1987 XXX XXX XXX 8,543 10,081 9,956
06 1988 XXX XXX XXX XXX 8,948 9,747
07 1989 XXX XXX XXX XXX XXX 10,115
08 1990 XXX XXX XXX XXX XXX XXX
09 1991 XXX XXX XXX XXX XXX XXX
10 1992 XXX XXX XXX XXX XXX XXX
11 1993 XXX XXX XXX XXX XXX XXX
12 TOTAL

SCHEDULE P - PART 2G - SPECIAL LIABILITY
1 INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
YEARS 8 9 10 11 12 13
IN WHICH 1990 1991 1992 1993 ONE YEAR TWO YEAR
LOSSES WERE DEVELOPMENT DEVELOPMENT
INCURRED
01 PRIOR 15,117 14,454 14,262 14,055 -205 -399
02 1984 11,602 11,581 11,455 11,448 -6 -132
03 1985 9,720 9,761 9,672 9,774 101 12
04 1986 9,119 8,968 8,927 9,041 106 65
05 1987 9,562 9,807 9,586 9,749 162 -56
06 1988 11,090 11,246 10,993 11,304 304 57
07 1989 11,734 12,236 12,319 12,774 446 530
08 1990 12,052 16,719 17,020 17,859 831 1,139
09 1991 XXX 14,653 19,392 19,113 -271 4,458
10 1992 XXX XXX 21,452 27,307 5,847 XXX
11 1993 XXX XXX XXX 26,965 XXX XXX
12 TOTAL 7,315 5,674
*REPORT RESERVES ONLY. SUBSEQUENT DEVELOPMENT RELATES ONLY TO SUBSEQUENT
PAYMENTS AND RESERVES.
**CURRENT YEAR LESS FIRST OR SECOND PRIOR YEAR, SHOWING (REDUNDANT) OR ADVERSE.

SCHEDULE P - PART 2H - SECTION 1 - OTHER LIABILITY - OCCURRENCE
1 INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
YEARS 2 3 4 5 6 7
IN WHICH 1984 1985 1986 1987 1988 1989
LOSSES WERE
INCURRED
01 PRIOR 173,769 192,381 226,076 233,994 248,588 274,517
02 1984 41,712 52,049 54,269 48,647 55,604 66,433
03 1985 XXX 80,814 89,890 84,360 77,582 87,326
04 1986 XXX XXX 193,271 172,737 171,406 128,086
05 1987 XXX XXX XXX 159,093 149,840 128,746
06 1988 XXX XXX XXX XXX 103,823 104,642
07 1989 XXX XXX XXX XXX XXX 76,071
08 1990 XXX XXX XXX XXX XXX XXX
09 1991 XXX XXX XXX XXX XXX XXX
10 1992 XXX XXX XXX XXX XXX XXX
11 1993 XXX XXX XXX XXX XXX XXX
12 TOTAL

SCHEDULE P - PART 2H - SECTION 1 - OTHER LIABILITY - OCCURRENCE
1 INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
YEARS 8 9 10 11 12 13
IN WHICH 1990 1991 1992 1993 ONE YEAR TWO YEAR
LOSSES WERE DEVELOPMENT DEVELOPMENT
INCURRED
01 PRIOR 311,481 339,168 359,514 396,756 37,235 57,580
02 1984 68,421 70,654 69,848 72,712 2,862 2,056
03 1985 88,717 82,565 88,607 92,686 4,070 10,119
04 1986 124,402 109,531 102,038 94,843 -7,194 -14,680
05 1987 112,845 95,077 88,928 76,380 -12,540 -18,689
06 1988 107,501 100,954 108,928 103,403 -5,525 2,447
07 1989 80,957 75,918 77,723 74,188 -3,533 -1,729
08 1990 82,758 83,360 82,958 86,774 3,807 3,422
09 1991 XXX 92,351 90,783 99,465 8,674 7,116
10 1992 XXX XXX 74,185 90,350 16,156 XXX
11 1993 XXX XXX XXX 102,098 XXX XXX
12 TOTAL 44,012 47,642
*REPORT RESERVES ONLY. SUBSEQUENT DEVELOPMENT RELATES ONLY TO SUBSEQUENT
PAYMENTS AND RESERVES.
**CURRENT YEAR LESS FIRST OR SECOND PRIOR YEAR, SHOWING (REDUNDANT) OR ADVERSE.

SCHEDULE P - PART 2H - SECTION 2 - OTHER LIABILITY - CLAIMS MADE
1 INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
YEARS 2 3 4 5 6 7
IN WHICH 1984 1985 1986 1987 1988 1989
LOSSES WERE
INCURRED
01 PRIOR 0 0 0 0 0 0
02 1984 0 0 0 0 0 0
03 1985 XXX 1,911 1,015 660 141 306
04 1986 XXX XXX 10,441 7,154 6,777 4,409
05 1987 XXX XXX XXX 42,470 40,026 36,327
06 1988 XXX XXX XXX XXX 45,845 44,428
07 1989 XXX XXX XXX XXX XXX 40,750
08 1990 XXX XXX XXX XXX XXX XXX
09 1991 XXX XXX XXX XXX XXX XXX
10 1992 XXX XXX XXX XXX XXX XXX
11 1993 XXX XXX XXX XXX XXX XXX
12 TOTAL

SCHEDULE P - PART 2H - SECTION 2 - OTHER LIABILITY - CLAIMS MADE
1 INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
YEARS 8 9 10 11 12 13
IN WHICH 1990 1991 1992 1993 ONE YEAR TWO YEAR
LOSSES WERE DEVELOPMENT DEVELOPMENT
INCURRED
01 PRIOR 0 0 0 0 0 0
02 1984 0 0 0 0 0 0
03 1985 241 166 141 103 -38 -63
04 1986 3,323 2,204 1,766 1,494 -272 -710
05 1987 27,758 23,639 22,455 20,914 -1,533 -2,717
06 1988 39,653 36,275 17,307 16,673 -634 -19,593
07 1989 35,038 35,981 29,978 22,147 -7,823 -13,827
08 1990 50,716 50,192 48,817 50,712 1,894 512
09 1991 XXX 53,507 47,200 44,263 -2,929 -9,243
10 1992 XXX XXX 59,035 53,954 -5,074 XXX
11 1993 XXX XXX XXX 62,459 XXX XXX
12 TOTAL -16,409 -45,641
*REPORT RESERVES ONLY. SUBSEQUENT DEVELOPMENT RELATES ONLY TO SUBSEQUENT
PAYMENTS AND RESERVES.
**CURRENT YEAR LESS FIRST OR SECOND PRIOR YEAR, SHOWING (REDUNDANT) OR ADVERSE.

SCHEDULE P - PART 2I - SPECIAL PROPERTY
1 INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
YEARS 2 3 4 5 6 7
IN WHICH 1984 1985 1986 1987 1988 1989
LOSSES WERE
INCURRED
01 PRIOR XXX XXX XXX XXX XXX XXX
02 1992 XXX XXX XXX XXX XXX XXX
03 1993 XXX XXX XXX XXX XXX XXX
04 TOTAL

SCHEDULE P - PART 2I - SPECIAL PROPERTY
1 INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
YEARS 8 9 10 11 12 13
IN WHICH 1990 1991 1992 1993 ONE YEAR TWO YEAR
LOSSES WERE DEVELOPMENT DEVELOPMENT
INCURRED
01 PRIOR XXX 38,263 42,311 37,538 -4,459 -717
02 1992 XXX XXX 86,098 84,458 -1,639 XXX
03 1993 XXX XXX XXX 98,249 XXX XXX
04 TOTAL -6,098 -717
*REPORT RESERVES ONLY. SUBSEQUENT DEVELOPMENT RELATES ONLY TO SUBSEQUENT
PAYMENTS AND RESERVES.
**CURRENT YEAR LESS FIRST OR SECOND PRIOR YEAR, SHOWING (REDUNDANT) OR ADVERSE.

SCHEDULE P - PART 2J - AUTO PHYSICAL DAMAGE
1 INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
YEARS 2 3 4 5 6 7
IN WHICH 1984 1985 1986 1987 1988 1989
LOSSES WERE
INCURRED
01 PRIOR XXX XXX XXX XXX XXX XXX
02 1992 XXX XXX XXX XXX XXX XXX
03 1993 XXX XXX XXX XXX XXX XXX
04 TOTAL

SCHEDULE P - PART 2J - AUTO PHYSICAL DAMAGE
1 INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
YEARS 8 9 10 11 12 13
IN WHICH 1990 1991 1992 1993 ONE YEAR TWO YEAR
LOSSES WERE DEVELOPMENT DEVELOPMENT
INCURRED
01 PRIOR XXX 8,374 9,095 8,263 -825 -112
02 1992 XXX XXX 60,877 59,694 -1,176 XXX
03 1993 XXX XXX XXX 60,965 XXX XXX
04 TOTAL -2,001 -112
*REPORT RESERVES ONLY. SUBSEQUENT DEVELOPMENT RELATES ONLY TO SUBSEQUENT
PAYMENTS AND RESERVES.
**CURRENT YEAR LESS FIRST OR SECOND PRIOR YEAR, SHOWING (REDUNDANT) OR ADVERSE.

SCHEDULE P - PART 2K - FIDELITY, SURETY, FINANCIAL GUARANTY, MORTGAG
1 INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
YEARS 2 3 4 5 6 7
IN WHICH 1984 1985 1986 1987 1988 1989
LOSSES WERE
INCURRED
01 PRIOR XXX XXX XXX XXX XXX XXX
02 1992 XXX XXX XXX XXX XXX XXX
03 1993 XXX XXX XXX XXX XXX XXX
04 TOTAL

SCHEDULE P - PART 2K - FIDELITY, SURETY, FINANCIAL GUARANTY, MORTGAG
1 INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
YEARS 8 9 10 11 12 13
IN WHICH 1990 1991 1992 1993 ONE YEAR TWO YEAR
LOSSES WERE DEVELOPMENT DEVELOPMENT
INCURRED
01 PRIOR XXX 1,195 2,535 2,824 288 1,622
02 1992 XXX XXX 5,069 9,883 4,806 XXX
03 1993 XXX XXX XXX 8,231 XXX XXX
04 TOTAL 5,094 1,622
*REPORT RESERVES ONLY. SUBSEQUENT DEVELOPMENT RELATES ONLY TO SUBSEQUENT
PAYMENTS AND RESERVES.
**CURRENT YEAR LESS FIRST OR SECOND PRIOR YEAR, SHOWING (REDUNDANT) OR ADVERSE.

SCHEDULE P - PART 2L - OTHER (INCLUDING CREDIT, ACCIDENT AND HEALTH)
1 INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
YEARS 2 3 4 5 6 7
IN WHICH 1984 1985 1986 1987 1988 1989
LOSSES WERE
INCURRED
01 PRIOR XXX XXX XXX XXX XXX XXX
02 1992 XXX XXX XXX XXX XXX XXX
03 1993 XXX XXX XXX XXX XXX XXX
04 TOTAL

SCHEDULE P - PART 2L - OTHER (INCLUDING CREDIT, ACCIDENT AND HEALTH)
1 INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
YEARS 8 9 10 11 12 13
IN WHICH 1990 1991 1992 1993 ONE YEAR TWO YEAR
LOSSES WERE DEVELOPMENT DEVELOPMENT
INCURRED
01 PRIOR XXX 70 196 124 -72 54
02 1992 XXX XXX 852 707 -144 XXX
03 1993 XXX XXX XXX 2,252 XXX XXX
04 TOTAL -216 54
*REPORT RESERVES ONLY. SUBSEQUENT DEVELOPMENT RELATES ONLY TO SUBSEQUENT
PAYMENTS AND RESERVES.
**CURRENT YEAR LESS FIRST OR SECOND PRIOR YEAR, SHOWING (REDUNDANT) OR ADVERSE.

SCHEDULE P - PART 2M - INTERNATIONAL
1 INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
YEARS 2 3 4 5 6 7
IN WHICH 1984 1985 1986 1987 1988 1989
LOSSES WERE
INCURRED
01 PRIOR 1,801 2,293 2,335 2,498 3,017 3,404
02 1984 0 0 0 0 0 0
03 1985 XXX 0 0 0 0 0
04 1986 XXX XXX 0 0 0 0
05 1987 XXX XXX XXX 0 0 0
06 1988 XXX XXX XXX XXX 0 0
07 1989 XXX XXX XXX XXX XXX 0
08 1990 XXX XXX XXX XXX XXX XXX
09 1991 XXX XXX XXX XXX XXX XXX
10 1992 XXX XXX XXX XXX XXX XXX
11 1993 XXX XXX XXX XXX XXX XXX
12 TOTAL

SCHEDULE P - PART 2M - INTERNATIONAL
1 INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
YEARS 8 9 10 11 12 13
IN WHICH 1990 1991 1992 1993 ONE YEAR TWO YEAR
LOSSES WERE DEVELOPMENT DEVELOPMENT
INCURRED
01 PRIOR 3,522 3,727 4,842 5,665 823 1,938
02 1984 0 0 0 0 0 0
03 1985 0 0 0 0 0 0
04 1986 0 0 0 0 0 0
05 1987 0 0 0 0 0 0
06 1988 0 0 0 0 0 0
07 1989 0 0 0 0 0 0
08 1990 0 0 0 0 0 0
09 1991 XXX 0 0 0 0 0
10 1992 XXX XXX 0 0 0 XXX
11 1993 XXX XXX XXX 0 XXX XXX
12 TOTAL 823 1,938
*REPORT RESERVES ONLY. SUBSEQUENT DEVELOPMENT RELATES ONLY TO SUBSEQUENT
PAYMENTS AND RESERVES.
**CURRENT YEAR LESS FIRST OR SECOND PRIOR YEAR, SHOWING (REDUNDANT) OR ADVERSE.

SCHEDULE P - PART 2N - REINSURANCE A
1 INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
YEARS 2 3 4 5 6 7
IN WHICH 1984 1985 1986 1987 1988 1989
LOSSES WERE
INCURRED
01 1988 XXX XXX XXX XXX 0 0
02 1989 XXX XXX XXX XXX XXX 0
03 1990 XXX XXX XXX XXX XXX XXX
04 1991 XXX XXX XXX XXX XXX XXX
05 1992 XXX XXX XXX XXX XXX XXX
06 1993 XXX XXX XXX XXX XXX XXX
07 TOTAL

SCHEDULE P - PART 2N - REINSURANCE A
1 INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
YEARS 8 9 10 11 12 13
IN WHICH 1990 1991 1992 1993 ONE YEAR TWO YEAR
LOSSES WERE DEVELOPMENT DEVELOPMENT
INCURRED
01 1988 0 0 0 0 0 0
02 1989 0 0 0 0 0 0
03 1990 0 0 0 0 0 0
04 1991 XXX 0 0 0 0 0
05 1992 XXX XXX 0 0 0 XXX
06 1993 XXX XXX XXX 0 XXX XXX
07 TOTAL 0 0
*REPORT RESERVES ONLY. SUBSEQUENT DEVELOPMENT RELATES ONLY TO SUBSEQUENT
PAYMENTS AND RESERVES.
**CURRENT YEAR LESS FIRST OR SECOND PRIOR YEAR, SHOWING (REDUNDANT) OR ADVERSE.

SCHEDULE P - PART 2O - REINSURANCE B
1 INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
YEARS 2 3 4 5 6 7
IN WHICH 1984 1985 1986 1987 1988 1989
LOSSES WERE
INCURRED
01 1988 XXX XXX XXX XXX 0 0
02 1989 XXX XXX XXX XXX XXX 0
03 1990 XXX XXX XXX XXX XXX XXX
04 1991 XXX XXX XXX XXX XXX XXX
05 1992 XXX XXX XXX XXX XXX XXX
06 1993 XXX XXX XXX XXX XXX XXX
07 TOTAL

SCHEDULE P - PART 2O - REINSURANCE B
1 INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
YEARS 8 9 10 11 12 13
IN WHICH 1990 1991 1992 1993 ONE YEAR TWO YEAR
LOSSES WERE DEVELOPMENT DEVELOPMENT
INCURRED
01 1988 0 0 0 0 0 0
02 1989 0 0 0 0 0 0
03 1990 0 0 0 0 0 0
04 1991 XXX 0 0 0 0 0
05 1992 XXX XXX 0 0 0 XXX
06 1993 XXX XXX XXX 0 XXX XXX
07 TOTAL 0 0
*REPORT RESERVES ONLY. SUBSEQUENT DEVELOPMENT RELATES ONLY TO SUBSEQUENT
PAYMENTS AND RESERVES.
**CURRENT YEAR LESS FIRST OR SECOND PRIOR YEAR, SHOWING (REDUNDANT) OR ADVERSE.

SCHEDULE P - PART 2P - REINSURANCE C
1 INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
YEARS 2 3 4 5 6 7
IN WHICH 1984 1985 1986 1987 1988 1989
LOSSES WERE
INCURRED
01 1988 XXX XXX XXX XXX 0 0
02 1989 XXX XXX XXX XXX XXX 0
03 1990 XXX XXX XXX XXX XXX XXX
04 1991 XXX XXX XXX XXX XXX XXX
05 1992 XXX XXX XXX XXX XXX XXX
06 1993 XXX XXX XXX XXX XXX XXX
07 TOTAL

SCHEDULE P - PART 2P - REINSURANCE C
1 INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
YEARS 8 9 10 11 12 13
IN WHICH 1990 1991 1992 1993 ONE YEAR TWO YEAR
LOSSES WERE DEVELOPMENT DEVELOPMENT
INCURRED
01 1988 0 0 0 0 0 0
02 1989 0 0 0 0 0 0
03 1990 0 0 0 0 0 0
04 1991 XXX 0 0 0 0 0
05 1992 XXX XXX 0 0 0 XXX
06 1993 XXX XXX XXX 0 XXX XXX
07 TOTAL 0 0
*REPORT RESERVES ONLY. SUBSEQUENT DEVELOPMENT RELATES ONLY TO SUBSEQUENT
PAYMENTS AND RESERVES.
**CURRENT YEAR LESS FIRST OR SECOND PRIOR YEAR, SHOWING (REDUNDANT) OR ADVERSE.

SCHEDULE P - PART 2Q - REINSURANCE D
1 INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
YEARS 2 3 4 5 6 7
IN WHICH 1984 1985 1986 1987 1988 1989
LOSSES WERE
INCURRED
01 PRIOR 421 551 537 1,209 1,250 1,787
02 1984 0 0 0 0 0 0
03 1985 XXX 1,050 1,049 1,198 1,737 2,123
04 1986 XXX XXX 1,896 1,791 2,629 2,822
05 1987 XXX XXX XXX 6,560 10,174 10,460
06 TOTAL

SCHEDULE P - PART 2Q - REINSURANCE D
1 INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
YEARS 8 9 10 11 12 13
IN WHICH 1990 1991 1992 1993 ONE YEAR TWO YEAR
LOSSES WERE DEVELOPMENT DEVELOPMENT
INCURRED
01 PRIOR 2,555 3,006 3,706 3,767 61 761
02 1984 0 0 0 0 0 0
03 1985 2,154 2,024 2,211 2,066 -145 42
04 1986 2,930 2,882 2,781 3,380 599 498
05 1987 10,521 10,452 10,453 10,453 0 1
06 TOTAL 515 1,302
*REPORT RESERVES ONLY. SUBSEQUENT DEVELOPMENT RELATES ONLY TO SUBSEQUENT
PAYMENTS AND RESERVES.
**CURRENT YEAR LESS FIRST OR SECOND PRIOR YEAR, SHOWING (REDUNDANT) OR ADVERSE.

SCHEDULE P - PART 2R - SECTION 1 - PRODUCTS LIABILITY - OCCURRENCE
1 INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
YEARS 2 3 4 5 6 7
IN WHICH 1984 1985 1986 1987 1988 1989
LOSSES WERE
INCURRED
01 PRIOR 18,214 21,523 24,864 26,033 31,887 29,324
02 1984 4,597 5,662 6,123 8,663 11,254 12,673
03 1985 XXX 10,841 11,440 12,566 13,511 14,761
04 1986 XXX XXX 46,601 45,025 43,199 38,702
05 1987 XXX XXX XXX 42,036 35,982 35,568
06 1988 XXX XXX XXX XXX 26,912 16,886
07 1989 XXX XXX XXX XXX XXX 12,870
08 1990 XXX XXX XXX XXX XXX XXX
09 1991 XXX XXX XXX XXX XXX XXX
10 1992 XXX XXX XXX XXX XXX XXX
11 1993 XXX XXX XXX XXX XXX XXX
12 TOTAL

SCHEDULE P - PART 2R - SECTION 1 - PRODUCTS LIABILITY - OCCURRENCE
1 INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
YEARS 8 9 10 11 12 13
IN WHICH 1990 1991 1992 1993 ONE YEAR TWO YEAR
LOSSES WERE DEVELOPMENT DEVELOPMENT
INCURRED
01 PRIOR 29,390 36,694 37,901 49,278 11,375 12,583
02 1984 10,053 9,577 10,707 11,436 721 1,851
03 1985 12,105 13,419 13,118 13,360 242 -59
04 1986 29,599 27,190 25,301 23,750 -1,543 -3,433
05 1987 26,756 17,930 13,098 11,251 -1,854 -6,687
06 1988 20,876 20,161 10,363 10,595 232 -9,566
07 1989 10,576 12,179 9,532 9,696 155 -2,483
08 1990 10,775 13,790 11,504 13,160 1,665 -622
09 1991 XXX 7,465 7,006 7,900 892 435
10 1992 XXX XXX 3,747 6,467 2,712 XXX
11 1993 XXX XXX XXX 5,342 XXX XXX
12 TOTAL 14,597 -7,981
*REPORT RESERVES ONLY. SUBSEQUENT DEVELOPMENT RELATES ONLY TO SUBSEQUENT
PAYMENTS AND RESERVES.
**CURRENT YEAR LESS FIRST OR SECOND PRIOR YEAR, SHOWING (REDUNDANT) OR ADVERSE.

SCHEDULE P - PART 2R - SECTION 2 - PRODUCTS LIABILITY - CLAIMS MADE
1 INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
YEARS 2 3 4 5 6 7
IN WHICH 1984 1985 1986 1987 1988 1989
LOSSES WERE
INCURRED
01 PRIOR 0 0 0 0 0 0
02 1984 0 0 0 0 0 0
03 1985 XXX 117 145 102 111 21
04 1986 XXX XXX 2,528 2,161 1,609 1,281
05 1987 XXX XXX XXX 8,538 8,042 10,711
06 1988 XXX XXX XXX XXX 6,414 8,272
07 1989 XXX XXX XXX XXX XXX 6,762
08 1990 XXX XXX XXX XXX XXX XXX
09 1991 XXX XXX XXX XXX XXX XXX
10 1992 XXX XXX XXX XXX XXX XXX
11 1993 XXX XXX XXX XXX XXX XXX
12 TOTAL

SCHEDULE P - PART 2R - SECTION 2 - PRODUCTS LIABILITY - CLAIMS MADE
1 INCURRED LOSSES AND ALLOCATED EXPENSES REPORTED AT YEAR END (000 OMITTED)
YEARS 8 9 10 11 12 13
IN WHICH 1990 1991 1992 1993 ONE YEAR TWO YEAR
LOSSES WERE DEVELOPMENT DEVELOPMENT
INCURRED
01 PRIOR 0 0 0 0 0 0
02 1984 0 0 0 0 0 0
03 1985 13 5 3 0 -3 -5
04 1986 788 365 203 7 -196 -358
05 1987 10,462 9,918 7,675 4,243 -3,425 -5,667
06 1988 8,594 8,443 6,219 2,311 -3,906 -6,131
07 1989 5,601 5,847 4,680 3,218 -1,460 -2,629
08 1990 4,171 4,058 3,973 3,513 -453 -538
09 1991 XXX 5,930 4,741 3,369 -1,372 -2,561
10 1992 XXX XXX 2,812 2,743 -61 XXX
11 1993 XXX XXX XXX 790 XXX XXX
12 TOTAL -10,876 -17,889
*REPORT RESERVES ONLY. SUBSEQUENT DEVELOPMENT RELATES ONLY TO SUBSEQUENT
PAYMENTS AND RESERVES.
**CURRENT YEAR LESS FIRST OR SECOND PRIOR YEAR, SHOWING (REDUNDANT) OR ADVERSE.

SCHEDULE P - PART 3A - HOMEOWNERS/FARMOWNERS
1 CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS 2 3 4 5 6 7
IN WHICH 1984 1985 1986 1987 1988 1989
LOSSES WERE
INCURRED
01 PRIOR 0 6,142 9,711 11,648 13,121 13,833
02 1984 50,259 69,712 73,056 74,708 76,042 76,893
03 1985 XXX 50,437 66,660 70,369 73,049 74,108
04 1986 XXX XXX 34,594 46,872 49,437 50,810
05 1987 XXX XXX XXX 25,626 36,688 39,173
06 1988 XXX XXX XXX XXX 27,910 40,312
07 1989 XXX XXX XXX XXX XXX 40,466
08 1990 XXX XXX XXX XXX XXX XXX
09 1991 XXX XXX XXX XXX XXX XXX
10 1992 XXX XXX XXX XXX XXX XXX
11 1993 XXX XXX XXX XXX XXX XXX

SCHEDULE P - PART 3A - HOMEOWNERS/FARMOWNERS
1 CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS 8 9 10 11 12 13
IN WHICH 1990 1991 1992 1993 NUMBER OF NUMBER OF
LOSSES WERE CLMS CLOSED CLMS CLOSED
INCURRED WITH LOSS WITHOUT LOSS
PAYMENT PAYMENT
01 PRIOR 14,594 14,663 14,962 15,017 232 56
02 1984 77,340 77,835 78,011 78,028 44,666 487
03 1985 74,441 74,857 74,638 74,727 43,337 629
04 1986 51,335 51,557 51,711 51,820 29,868 468
05 1987 40,515 40,996 41,100 41,043 21,385 297
06 1988 42,713 43,516 43,980 44,302 20,190 313
07 1989 56,104 58,396 59,554 60,235 28,030 508
08 1990 35,263 51,192 53,132 54,396 22,560 441
09 1991 XXX 41,858 56,855 61,521 25,917 489
10 1992 XXX XXX 33,296 47,784 19,848 346
11 1993 XXX XXX XXX 38,612 17,093 1,264
NOTE: NET OF SALVAGE AND SUBROGATION RECEIVED.

SCHEDULE P - PART 3B - PRIVATE PASSENGER AUTO LIABILITY/MEDICAL
1 CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS 2 3 4 5 6 7
IN WHICH 1984 1985 1986 1987 1988 1989
LOSSES WERE
INCURRED
01 PRIOR 0 25,348 37,943 43,743 47,314 48,677
02 1984 48,085 94,513 117,833 128,489 132,843 134,671
03 1985 XXX 58,001 113,360 138,204 148,473 154,904
04 1986 XXX XXX 51,791 99,250 114,778 122,937
05 1987 XXX XXX XXX 38,885 75,098 88,898
06 1988 XXX XXX XXX XXX 40,440 77,363
07 1989 XXX XXX XXX XXX XXX 43,185
08 1990 XXX XXX XXX XXX XXX XXX
09 1991 XXX XXX XXX XXX XXX XXX
10 1992 XXX XXX XXX XXX XXX XXX
11 1993 XXX XXX XXX XXX XXX XXX

SCHEDULE P - PART 3B - PRIVATE PASSENGER AUTO LIABILITY/MEDICAL
1 CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS 8 9 10 11 12 13
IN WHICH 1990 1991 1992 1993 NUMBER OF NUMBER OF
LOSSES WERE CLMS CLOSED CLMS CLOSED
INCURRED WITH LOSS WITHOUT LOSS
PAYMENT PAYMENT
01 PRIOR 49,955 50,190 50,377 50,249 8,139 931
02 1984 135,594 135,768 135,961 136,055 38,334 3,489
03 1985 157,247 157,572 157,743 157,835 37,906 3,271
04 1986 126,803 127,637 128,111 128,686 26,466 2,390
05 1987 97,090 99,755 100,767 101,409 21,382 2,415
06 1988 95,337 101,686 104,672 106,154 23,982 2,997
07 1989 92,427 104,212 111,150 115,573 42,298 10,610
08 1990 83,748 110,877 125,898 134,045 40,010 11,790
09 1991 XXX 28,671 57,799 76,964 30,546 5,413
10 1992 XXX XXX 33,170 72,434 30,275 5,065
11 1993 XXX XXX XXX 38,268 24,897 5,433
NOTE: NET OF SALVAGE AND SUBROGATION RECEIVED.

SCHEDULE P - PART 3C - COMMERCIAL AUTO/TRUCK LIABILITY/MEDICAL
1 CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS 2 3 4 5 6 7
IN WHICH 1984 1985 1986 1987 1988 1989
LOSSES WERE
INCURRED
01 PRIOR 0 35,692 66,502 82,784 93,746 100,774
02 1984 24,770 40,346 70,811 84,341 91,130 94,628
03 1985 XXX 20,133 52,289 71,532 83,258 95,531
04 1986 XXX XXX 16,150 43,862 61,552 78,426
05 1987 XXX XXX XXX 15,015 40,851 60,387
06 1988 XXX XXX XXX XXX 16,987 44,618
07 1989 XXX XXX XXX XXX XXX 21,032
08 1990 XXX XXX XXX XXX XXX XXX
09 1991 XXX XXX XXX XXX XXX XXX
10 1992 XXX XXX XXX XXX XXX XXX
11 1993 XXX XXX XXX XXX XXX XXX

SCHEDULE P - PART 3C - COMMERCIAL AUTO/TRUCK LIABILITY/MEDICAL
1 CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS 8 9 10 11 12 13
IN WHICH 1990 1991 1992 1993 NUMBER OF NUMBER OF
LOSSES WERE CLMS CLOSED CLMS CLOSED
INCURRED WITH LOSS WITHOUT LOSS
PAYMENT PAYMENT
01 PRIOR 101,776 102,258 102,624 102,728 1,151 300
02 1984 97,080 97,882 98,233 98,382 26,064 4,446
03 1985 101,084 102,926 103,493 103,651 22,608 4,373
04 1986 87,195 91,543 92,866 93,900 15,251 2,748
05 1987 76,430 83,201 88,361 90,133 14,359 2,519
06 1988 66,675 80,146 92,260 96,702 15,216 3,318
07 1989 49,798 75,920 90,957 101,974 16,365 4,198
08 1990 16,613 43,133 68,190 82,795 13,398 3,344
09 1991 XXX 14,970 37,909 50,275 10,713 2,574
10 1992 XXX XXX 12,499 32,027 9,528 2,600
11 1993 XXX XXX XXX 13,365 7,785 2,819
NOTE: NET OF SALVAGE AND SUBROGATION RECEIVED.

SCHEDULE P - PART 3D - WORKERS' COMPENSATION
1 CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS 2 3 4 5 6 7
IN WHICH 1984 1985 1986 1987 1988 1989
LOSSES WERE
INCURRED
01 PRIOR 0 44,607 47,045 99,073 135,047 164,637
02 1984 42,301 85,185 76,447 112,612 134,610 150,362
03 1985 XXX 46,507 100,916 139,714 167,686 186,077
04 1986 XXX XXX 33,613 80,120 111,066 130,144
05 1987 XXX XXX XXX 27,516 74,062 101,770
06 1988 XXX XXX XXX XXX 32,973 83,569
07 1989 XXX XXX XXX XXX XXX 29,193
08 1990 XXX XXX XXX XXX XXX XXX
09 1991 XXX XXX XXX XXX XXX XXX
10 1992 XXX XXX XXX XXX XXX XXX
11 1993 XXX XXX XXX XXX XXX XXX

SCHEDULE P - PART 3D - WORKERS' COMPENSATION
1 CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS 8 9 10 11 12 13
IN WHICH 1990 1991 1992 1993 NUMBER OF NUMBER OF
LOSSES WERE CLMS CLOSED CLMS CLOSED
INCURRED WITH LOSS WITHOUT LOSS
PAYMENT PAYMENT
01 PRIOR 184,441 201,905 214,538 222,896 204 6
02 1984 160,340 170,010 174,493 176,409 72,677 1,546
03 1985 197,469 206,488 211,486 214,645 65,388 1,231
04 1986 141,672 149,892 154,176 157,030 43,926 538
05 1987 117,896 128,789 135,523 139,936 38,854 963
06 1988 115,372 133,916 144,643 150,318 40,975 1,878
07 1989 75,076 106,275 123,247 132,957 34,023 928
08 1990 28,732 73,662 99,643 112,997 26,893 759
09 1991 XXX 23,229 58,913 79,870 21,581 728
10 1992 XXX XXX 18,452 47,926 19,031 519
11 1993 XXX XXX XXX 12,166 12,005 246
NOTE: NET OF SALVAGE AND SUBROGATION RECEIVED.

SCHEDULE P - PART 3E - COMMERICAL MULTIPLE PERIL
1 CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS 2 3 4 5 6 7
IN WHICH 1984 1985 1986 1987 1988 1989
LOSSES WERE
INCURRED
01 PRIOR 0 31,551 65,738 87,457 105,567 117,614
02 1984 43,889 116,863 138,329 159,741 175,146 192,495
03 1985 XXX 47,538 82,674 103,766 116,836 129,564
04 1986 XXX XXX 20,733 38,482 49,594 61,789
05 1987 XXX XXX XXX 23,354 46,705 59,005
06 1988 XXX XXX XXX XXX 29,663 57,416
07 1989 XXX XXX XXX XXX XXX 30,108
08 1990 XXX XXX XXX XXX XXX XXX
09 1991 XXX XXX XXX XXX XXX XXX
10 1992 XXX XXX XXX XXX XXX XXX
11 1993 XXX XXX XXX XXX XXX XXX

SCHEDULE P - PART 3E - COMMERICAL MULTIPLE PERIL
1 CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS 8 9 10 11 12 13
IN WHICH 1990 1991 1992 1993 NUMBER OF NUMBER OF
LOSSES WERE CLMS CLOSED CLMS CLOSED
INCURRED WITH LOSS WITHOUT LOSS
PAYMENT PAYMENT
01 PRIOR 126,757 131,930 134,209 135,639 357 145
02 1984 202,784 207,657 210,695 211,705 24,368 2,701
03 1985 139,793 145,532 148,755 150,883 20,037 2,606
04 1986 70,448 76,289 80,181 82,195 11,664 1,915
05 1987 69,552 78,845 86,373 89,326 10,635 1,697
06 1988 69,747 83,116 90,099 100,906 11,772 1,983
07 1989 62,069 79,159 89,730 99,516 12,952 1,999
08 1990 38,152 71,899 92,156 104,889 13,080 2,282
09 1991 XXX 47,162 83,692 100,646 12,208 2,247
10 1992 XXX XXX 44,110 82,131 10,106 2,347
11 1993 XXX XXX XXX 33,191 7,041 1,235
NOTE: NET OF SALVAGE AND SUBROGATION RECEIVED.

SCHEDULE P - PART 3F - SECTION 1 - MEDICAL MALPRACTICE - OCCURRENCE
1 CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS 2 3 4 5 6 7
IN WHICH 1984 1985 1986 1987 1988 1989
LOSSES WERE
INCURRED
01 PRIOR 0 15 19 64 91 147
02 1984 0 0 1 7 10 2
03 1985 XXX 0 0 0 0 0
04 1986 XXX XXX 0 0 0 0
05 1987 XXX XXX XXX 0 0 0
06 1988 XXX XXX XXX XXX 0 0
07 1989 XXX XXX XXX XXX XXX 0
08 1990 XXX XXX XXX XXX XXX XXX
09 1991 XXX XXX XXX XXX XXX XXX
10 1992 XXX XXX XXX XXX XXX XXX
11 1993 XXX XXX XXX XXX XXX XXX

SCHEDULE P - PART 3F - SECTION 1 - MEDICAL MALPRACTICE - OCCURRENCE
1 CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS 8 9 10 11 12 13
IN WHICH 1990 1991 1992 1993 NUMBER OF NUMBER OF
LOSSES WERE CLMS CLOSED CLMS CLOSED
INCURRED WITH LOSS WITHOUT LOSS
PAYMENT PAYMENT
01 PRIOR 180 180 178 181 0 2
02 1984 12 12 12 12 0 0
03 1985 0 0 0 0 0 1
04 1986 0 0 0 0 0 0
05 1987 0 0 0 0 0 0
06 1988 0 0 0 0 0 0
07 1989 0 0 0 0 0 0
08 1990 0 0 0 0 0 0
09 1991 XXX 0 0 0 0 0
10 1992 XXX XXX 0 -1 0 0
11 1993 XXX XXX XXX 0 0 0
NOTE: NET OF SALVAGE AND SUBROGATION RECEIVED.

SCHEDULE P - PART 3F - SECTION 2 - MEDICAL MALPRACTICE - CLAIMS MADE
1 CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS 2 3 4 5 6 7
IN WHICH 1984 1985 1986 1987 1988 1989
LOSSES WERE
INCURRED
01 PRIOR 0 0 0 0 0 0
02 1984 0 0 0 0 0 0
03 1985 XXX 0 0 0 0 0
04 1986 XXX XXX 0 0 0 0
05 1987 XXX XXX XXX 0 0 0
06 1988 XXX XXX XXX XXX 0 0
07 1989 XXX XXX XXX XXX XXX 0
08 1990 XXX XXX XXX XXX XXX XXX
09 1991 XXX XXX XXX XXX XXX XXX
10 1992 XXX XXX XXX XXX XXX XXX
11 1993 XXX XXX XXX XXX XXX XXX

SCHEDULE P - PART 3F - SECTION 2 - MEDICAL MALPRACTICE - CLAIMS MADE
1 CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS 8 9 10 11 12 13
IN WHICH 1990 1991 1992 1993 NUMBER OF NUMBER OF
LOSSES WERE CLMS CLOSED CLMS CLOSED
INCURRED WITH LOSS WITHOUT LOSS
PAYMENT PAYMENT
01 PRIOR 0 0 0 0 0 0
02 1984 0 0 0 0 0 0
03 1985 0 0 0 0 0 0
04 1986 0 0 0 0 0 0
05 1987 0 0 0 0 0 0
06 1988 0 0 0 0 0 0
07 1989 0 0 0 0 0 0
08 1990 0 0 0 0 0 0
09 1991 XXX 0 0 0 0 0
10 1992 XXX XXX 0 0 0 0
11 1993 XXX XXX XXX 0 0 0
NOTE: NET OF SALVAGE AND SUBROGATION RECEIVED.

SCHEDULE P - PART 3G - SPECIAL LIABILITY
1 CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS 2 3 4 5 6 7
IN WHICH 1984 1985 1986 1987 1988 1989
LOSSES WERE
INCURRED
01 PRIOR 0 5,780 8,431 9,380 9,727 10,557
02 1984 4,351 8,361 9,482 10,343 10,712 11,079
03 1985 XXX 3,685 7,174 8,227 8,630 8,860
04 1986 XXX XXX 3,604 7,725 8,205 8,516
05 1987 XXX XXX XXX 3,906 7,726 8,728
06 1988 XXX XXX XXX XXX 3,489 8,224
07 1989 XXX XXX XXX XXX XXX 4,017
08 1990 XXX XXX XXX XXX XXX XXX
09 1991 XXX XXX XXX XXX XXX XXX
10 1992 XXX XXX XXX XXX XXX XXX
11 1993 XXX XXX XXX XXX XXX XXX

SCHEDULE P - PART 3G - SPECIAL LIABILITY
1 CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS 8 9 10 11 12 13
IN WHICH 1990 1991 1992 1993 NUMBER OF NUMBER OF
LOSSES WERE CLMS CLOSED CLMS CLOSED
INCURRED WITH LOSS WITHOUT LOSS
PAYMENT PAYMENT
01 PRIOR 11,202 11,247 11,425 11,318 XXX XXX
02 1984 11,209 11,233 11,207 11,229 XXX XXX
03 1985 8,946 8,976 9,023 9,122 XXX XXX
04 1986 8,701 8,719 8,797 8,889 XXX XXX
05 1987 9,104 9,532 9,476 9,572 XXX XXX
06 1988 9,523 9,889 10,215 10,340 XXX XXX
07 1989 10,790 11,082 11,765 12,139 XXX XXX
08 1990 5,603 13,767 15,368 16,762 XXX XXX
09 1991 XXX 7,593 16,277 17,628 XXX XXX
10 1992 XXX XXX 13,462 23,400 XXX XXX
11 1993 XXX XXX XXX 17,712 XXX XXX
NOTE: NET OF SALVAGE AND SUBROGATION RECEIVED.

SCHEDULE P - PART 3H - SECTION 1 - OTHER LIABILITY - OCCURRENCE
1 CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS 2 3 4 5 6 7
IN WHICH 1984 1985 1986 1987 1988 1989
LOSSES WERE
INCURRED
01 PRIOR 0 51,690 95,635 125,459 143,940 163,286
02 1984 3,810 8,193 18,866 28,327 40,065 45,002
03 1985 XXX 3,813 12,541 25,858 39,366 51,966
04 1986 XXX XXX 3,510 14,759 32,002 48,894
05 1987 XXX XXX XXX 3,746 15,504 31,763
06 1988 XXX XXX XXX XXX 1,831 12,864
07 1989 XXX XXX XXX XXX XXX 377
08 1990 XXX XXX XXX XXX XXX XXX
09 1991 XXX XXX XXX XXX XXX XXX
10 1992 XXX XXX XXX XXX XXX XXX
11 1993 XXX XXX XXX XXX XXX XXX

SCHEDULE P - PART 3H - SECTION 1 - OTHER LIABILITY - OCCURRENCE
1 CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS 8 9 10 11 12 13
IN WHICH 1990 1991 1992 1993 NUMBER OF NUMBER OF
LOSSES WERE CLMS CLOSED CLMS CLOSED
INCURRED WITH LOSS WITHOUT LOSS
PAYMENT PAYMENT
01 PRIOR 200,034 222,150 245,527 277,571 1,387 1,990
02 1984 51,117 56,946 59,213 61,940 6,351 2,987
03 1985 62,726 65,476 74,357 80,591 8,002 3,674
04 1986 61,588 69,970 76,633 80,805 6,793 3,526
05 1987 39,808 46,466 51,938 61,908 5,542 2,257
06 1988 21,474 34,306 52,019 59,057 4,504 1,657
07 1989 7,731 10,478 24,807 35,258 5,557 1,925
08 1990 1,121 3,906 19,561 30,936 3,046 1,292
09 1991 XXX -4,808 11,297 23,321 2,808 1,026
10 1992 XXX XXX 5,163 12,462 3,739 912
11 1993 XXX XXX XXX 3,347 1,862 459
NOTE: NET OF SALVAGE AND SUBROGATION RECEIVED.

SCHEDULE P - PART 3H - SECTION 2 - OTHER LIABILITY - CLAIMS MADE
1 CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS 2 3 4 5 6 7
IN WHICH 1984 1985 1986 1987 1988 1989
LOSSES WERE
INCURRED
01 PRIOR 0 0 0 0 0 0
02 1984 0 0 0 0 0 0
03 1985 XXX 4 31 35 59 89
04 1986 XXX XXX 88 323 720 1,280
05 1987 XXX XXX XXX 116 3,039 7,057
06 1988 XXX XXX XXX XXX 1,502 6,415
07 1989 XXX XXX XXX XXX XXX 1,514
08 1990 XXX XXX XXX XXX XXX XXX
09 1991 XXX XXX XXX XXX XXX XXX
10 1992 XXX XXX XXX XXX XXX XXX
11 1993 XXX XXX XXX XXX XXX XXX

SCHEDULE P - PART 3H - SECTION 2 - OTHER LIABILITY - CLAIMS MADE
1 CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS 8 9 10 11 12 13
IN WHICH 1990 1991 1992 1993 NUMBER OF NUMBER OF
LOSSES WERE CLMS CLOSED CLMS CLOSED
INCURRED WITH LOSS WITHOUT LOSS
PAYMENT PAYMENT
01 PRIOR 0 0 0 0 0 0
02 1984 0 0 0 0 0 0
03 1985 102 102 102 103 12 19
04 1986 1,342 1,408 1,426 1,431 42 59
05 1987 13,770 14,909 18,591 19,786 174 150
06 1988 9,313 10,036 13,732 14,504 126 143
07 1989 3,427 6,598 9,383 11,836 89 138
08 1990 519 5,778 15,466 17,251 77 187
09 1991 XXX 1,818 3,088 3,723 144 250
10 1992 XXX XXX 777 9,213 38 383
11 1993 XXX XXX XXX 44 14 33
NOTE: NET OF SALVAGE AND SUBROGATION RECEIVED.

SCHEDULE P - PART 3I - SPECIAL PROPERTY
1 CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS 2 3 4 5 6 7
IN WHICH 1984 1985 1986 1987 1988 1989
LOSSES WERE
INCURRED
01 PRIOR XXX XXX XXX XXX XXX XXX
02 1992 XXX XXX XXX XXX XXX XXX
03 1993 XXX XXX XXX XXX XXX XXX

SCHEDULE P - PART 3I - SPECIAL PROPERTY
1 CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS 8 9 10 11 12 13
IN WHICH 1990 1991 1992 1993 NUMBER OF NUMBER OF
LOSSES WERE CLMS CLOSED CLMS CLOSED
INCURRED WITH LOSS WITHOUT LOSS
PAYMENT PAYMENT
01 PRIOR XXX 0 23,343 26,412 XXX XXX
02 1992 XXX XXX 53,962 75,856 XXX XXX
03 1993 XXX XXX XXX 62,235 XXX XXX
NOTE: NET OF SALVAGE AND SUBROGATION RECEIVED.

SCHEDULE P - PART 3J - AUTO PHYSICAL DAMAGE
1 CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS 2 3 4 5 6 7
IN WHICH 1984 1985 1986 1987 1988 1989
LOSSES WERE
INCURRED
01 PRIOR XXX XXX XXX XXX XXX XXX
02 1992 XXX XXX XXX XXX XXX XXX
03 1993 XXX XXX XXX XXX XXX XXX

SCHEDULE P - PART 3J - AUTO PHYSICAL DAMAGE
1 CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS 8 9 10 11 12 13
IN WHICH 1990 1991 1992 1993 NUMBER OF NUMBER OF
LOSSES WERE CLMS CLOSED CLMS CLOSED
INCURRED WITH LOSS WITHOUT LOSS
PAYMENT PAYMENT
01 PRIOR XXX 0 7,681 7,573 38,358 11,503
02 1992 XXX XXX 52,836 60,089 44,757 3,128
03 1993 XXX XXX XXX 54,859 40,226 4,034
NOTE: NET OF SALVAGE AND SUBROGATION RECEIVED.

SCHEDULE P - PART 3K - FIDELITY, SURETY, FINANCIAL GUARANTY, MORTGAG
1 CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS 2 3 4 5 6 7
IN WHICH 1984 1985 1986 1987 1988 1989
LOSSES WERE
INCURRED
01 PRIOR XXX XXX XXX XXX XXX XXX
02 1992 XXX XXX XXX XXX XXX XXX
03 1993 XXX XXX XXX XXX XXX XXX

SCHEDULE P - PART 3K - FIDELITY, SURETY, FINANCIAL GUARANTY, MORTGAG
1 CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS 8 9 10 11 12 13
IN WHICH 1990 1991 1992 1993 NUMBER OF NUMBER OF
LOSSES WERE CLMS CLOSED CLMS CLOSED
INCURRED WITH LOSS WITHOUT LOSS
PAYMENT PAYMENT
01 PRIOR XXX 0 1,369 1,347 XXX XXX
02 1992 XXX XXX 4,433 9,296 XXX XXX
03 1993 XXX XXX XXX 6,951 XXX XXX
NOTE: NET OF SALVAGE AND SUBROGATION RECEIVED.

SCHEDULE P - PART 3L - OTHER (INCLUDING CREDIT, ACCIDENT AND HEALTH)
1 CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS 2 3 4 5 6 7
IN WHICH 1984 1985 1986 1987 1988 1989
LOSSES WERE
INCURRED
01 PRIOR XXX XXX XXX XXX XXX XXX
02 1992 XXX XXX XXX XXX XXX XXX
03 1993 XXX XXX XXX XXX XXX XXX

SCHEDULE P - PART 3L - OTHER (INCLUDING CREDIT, ACCIDENT AND HEALTH)
1 CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS 8 9 10 11 12 13
IN WHICH 1990 1991 1992 1993 NUMBER OF NUMBER OF
LOSSES WERE CLMS CLOSED CLMS CLOSED
INCURRED WITH LOSS WITHOUT LOSS
PAYMENT PAYMENT
01 PRIOR XXX 0 195 123 XXX XXX
02 1992 XXX XXX 852 509 XXX XXX
03 1993 XXX XXX XXX 199 XXX XXX
NOTE: NET OF SALVAGE AND SUBROGATION RECEIVED.

SCHEDULE P - PART 3M - INTERNATIONAL
1 CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS 2 3 4 5 6 7
IN WHICH 1984 1985 1986 1987 1988 1989
LOSSES WERE
INCURRED
01 PRIOR 0 613 798 865 1,257 1,680
02 1984 0 0 0 0 0 0
03 1985 XXX 0 0 0 0 0
04 1986 XXX XXX 0 0 0 0
05 1987 XXX XXX XXX 0 0 0
06 1988 XXX XXX XXX XXX 0 0
07 1989 XXX XXX XXX XXX XXX 0
08 1990 XXX XXX XXX XXX XXX XXX
09 1991 XXX XXX XXX XXX XXX XXX
10 1992 XXX XXX XXX XXX XXX XXX
11 1993 XXX XXX XXX XXX XXX XXX

SCHEDULE P - PART 3M - INTERNATIONAL
1 CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS 8 9 10 11 12 13
IN WHICH 1990 1991 1992 1993 NUMBER OF NUMBER OF
LOSSES WERE CLMS CLOSED CLMS CLOSED
INCURRED WITH LOSS WITHOUT LOSS
PAYMENT PAYMENT
01 PRIOR 1,680 1,835 2,186 2,301 XXX XXX
02 1984 0 0 0 0 XXX XXX
03 1985 0 0 0 0 XXX XXX
04 1986 0 0 0 0 XXX XXX
05 1987 0 0 0 0 XXX XXX
06 1988 0 0 0 0 XXX XXX
07 1989 0 0 0 0 XXX XXX
08 1990 0 0 0 0 XXX XXX
09 1991 XXX 0 0 0 XXX XXX
10 1992 XXX XXX 0 0 XXX XXX
11 1993 XXX XXX XXX 0 XXX XXX
NOTE: NET OF SALVAGE AND SUBROGATION RECEIVED.

SCHEDULE P - PART 3N - REINSURANCE A
1 CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS 2 3 4 5 6 7
IN WHICH 1984 1985 1986 1987 1988 1989
LOSSES WERE
INCURRED
01 1988 XXX XXX XXX XXX 0 0
02 1989 XXX XXX XXX XXX XXX 0
03 1990 XXX XXX XXX XXX XXX XXX
04 1991 XXX XXX XXX XXX XXX XXX
05 1992 XXX XXX XXX XXX XXX XXX
06 1993 XXX XXX XXX XXX XXX XXX

SCHEDULE P - PART 3N - REINSURANCE A
1 CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS 8 9 10 11 12 13
IN WHICH 1990 1991 1992 1993 NUMBER OF NUMBER OF
LOSSES WERE CLMS CLOSED CLMS CLOSED
INCURRED WITH LOSS WITHOUT LOSS
PAYMENT PAYMENT
01 1988 0 0 0 0 XXX XXX
02 1989 0 0 0 0 XXX XXX
03 1990 0 0 0 0 XXX XXX
04 1991 XXX 0 0 0 XXX XXX
05 1992 XXX XXX 0 0 XXX XXX
06 1993 XXX XXX XXX 0 XXX XXX
NOTE: NET OF SALVAGE AND SUBROGATION RECEIVED.

SCHEDULE P - PART 3O - REINSURANCE B
1 CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS 2 3 4 5 6 7
IN WHICH 1984 1985 1986 1987 1988 1989
LOSSES WERE
INCURRED
01 1988 XXX XXX XXX XXX 0 0
02 1989 XXX XXX XXX XXX XXX 0
03 1990 XXX XXX XXX XXX XXX XXX
04 1991 XXX XXX XXX XXX XXX XXX
05 1992 XXX XXX XXX XXX XXX XXX
06 1993 XXX XXX XXX XXX XXX XXX

SCHEDULE P - PART 3O - REINSURANCE B
1 CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS 8 9 10 11 12 13
IN WHICH 1990 1991 1992 1993 NUMBER OF NUMBER OF
LOSSES WERE CLMS CLOSED CLMS CLOSED
INCURRED WITH LOSS WITHOUT LOSS
PAYMENT PAYMENT
01 1988 0 0 0 0 XXX XXX
02 1989 0 0 0 0 XXX XXX
03 1990 0 0 0 0 XXX XXX
04 1991 XXX 0 0 0 XXX XXX
05 1992 XXX XXX 0 0 XXX XXX
06 1993 XXX XXX XXX 0 XXX XXX
NOTE: NET OF SALVAGE AND SUBROGATION RECEIVED.

SCHEDULE P - PART 3P - REINSURANCE C
1 CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS 2 3 4 5 6 7
IN WHICH 1984 1985 1986 1987 1988 1989
LOSSES WERE
INCURRED
01 1988 XXX XXX XXX XXX 0 0
02 1989 XXX XXX XXX XXX XXX 0
03 1990 XXX XXX XXX XXX XXX XXX
04 1991 XXX XXX XXX XXX XXX XXX
05 1992 XXX XXX XXX XXX XXX XXX
06 1993 XXX XXX XXX XXX XXX XXX

SCHEDULE P - PART 3P - REINSURANCE C
1 CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS 8 9 10 11 12 13
IN WHICH 1990 1991 1992 1993 NUMBER OF NUMBER OF
LOSSES WERE CLMS CLOSED CLMS CLOSED
INCURRED WITH LOSS WITHOUT LOSS
PAYMENT PAYMENT
01 1988 0 0 0 0 XXX XXX
02 1989 0 0 0 0 XXX XXX
03 1990 0 0 0 0 XXX XXX
04 1991 XXX 0 0 0 XXX XXX
05 1992 XXX XXX 0 0 XXX XXX
06 1993 XXX XXX XXX 0 XXX XXX
NOTE: NET OF SALVAGE AND SUBROGATION RECEIVED.

SCHEDULE P - PART 3Q - REINSURANCE D
1 CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS 2 3 4 5 6 7
IN WHICH 1984 1985 1986 1987 1988 1989
LOSSES WERE
INCURRED
01 PRIOR 0 78 135 178 194 -870
02 1984 0 0 0 0 0 0
03 1985 XXX 0 185 457 623 807
04 1986 XXX XXX 0 288 437 629
05 1987 XXX XXX XXX -127 3,519 10,460

SCHEDULE P - PART 3Q - REINSURANCE D
1 CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS 8 9 10 11 12 13
IN WHICH 1990 1991 1992 1993 NUMBER OF NUMBER OF
LOSSES WERE CLMS CLOSED CLMS CLOSED
INCURRED WITH LOSS WITHOUT LOSS
PAYMENT PAYMENT
01 PRIOR -348 48 525 1,112 XXX XXX
02 1984 0 0 0 0 XXX XXX
03 1985 1,122 1,103 1,732 1,731 XXX XXX
04 1986 710 731 1,480 1,481 XXX XXX
05 1987 9,591 10,390 8,386 9,318 XXX XXX
NOTE: NET OF SALVAGE AND SUBROGATION RECEIVED.

SCHEDULE P - PART 3R - SECTION 1 - PRODUCTS LIABILITY - OCCURRENCE
1 CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS 2 3 4 5 6 7
IN WHICH 1984 1985 1986 1987 1988 1989
LOSSES WERE
INCURRED
01 PRIOR 0 5,317 11,394 14,769 17,581 18,572
02 1984 390 843 1,747 4,491 5,814 6,694
03 1985 XXX 136 234 1,518 3,006 3,673
04 1986 XXX XXX 201 1,028 3,179 6,207
05 1987 XXX XXX XXX 198 846 2,036
06 1988 XXX XXX XXX XXX 1,241 1,401
07 1989 XXX XXX XXX XXX XXX 49
08 1990 XXX XXX XXX XXX XXX XXX
09 1991 XXX XXX XXX XXX XXX XXX
10 1992 XXX XXX XXX XXX XXX XXX
11 1993 XXX XXX XXX XXX XXX XXX

SCHEDULE P - PART 3R - SECTION 1 - PRODUCTS LIABILITY - OCCURRENCE
1 CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS 8 9 10 11 12 13
IN WHICH 1990 1991 1992 1993 NUMBER OF NUMBER OF
LOSSES WERE CLMS CLOSED CLMS CLOSED
INCURRED WITH LOSS WITHOUT LOSS
PAYMENT PAYMENT
01 PRIOR 21,218 23,779 26,492 28,066 75 487
02 1984 7,723 7,760 8,552 8,985 625 226
03 1985 6,727 9,168 10,335 11,075 448 366
04 1986 10,425 13,862 15,702 17,891 379 404
05 1987 2,631 4,510 4,263 6,029 236 237
06 1988 2,738 5,872 2,015 5,325 139 110
07 1989 714 892 2,022 3,128 107 107
08 1990 313 -321 -704 773 140 84
09 1991 XXX -109 -869 -544 121 67
10 1992 XXX XXX -73 356 118 29
11 1993 XXX XXX XXX -5 109 21
NOTE: NET OF SALVAGE AND SUBROGATION RECEIVED.

SCHEDULE P - PART 3R - SECTION 2 - PRODUCTS LIABILITY - CLAIMS MADE
1 CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS 2 3 4 5 6 7
IN WHICH 1984 1985 1986 1987 1988 1989
LOSSES WERE
INCURRED
01 PRIOR 0 0 0 0 0 0
02 1984 0 0 0 0 0 0
03 1985 XXX 0 0 0 0 0
04 1986 XXX XXX 0 6 7 7
05 1987 XXX XXX XXX 46 944 1,895
06 1988 XXX XXX XXX XXX 168 484
07 1989 XXX XXX XXX XXX XXX 41
08 1990 XXX XXX XXX XXX XXX XXX
09 1991 XXX XXX XXX XXX XXX XXX
10 1992 XXX XXX XXX XXX XXX XXX
11 1993 XXX XXX XXX XXX XXX XXX

SCHEDULE P - PART 3R - SECTION 2 - PRODUCTS LIABILITY - CLAIMS MADE
1 CUMULATIVE PAID LOSSES AND ALLOCATED EXPENSES AT YEAR END (000 OMITTED)
YEARS 8 9 10 11 12 13
IN WHICH 1990 1991 1992 1993 NUMBER OF NUMBER OF
LOSSES WERE CLMS CLOSED CLMS CLOSED
INCURRED WITH LOSS WITHOUT LOSS
PAYMENT PAYMENT
01 PRIOR 0 0 0 0 0 0
02 1984 0 0 0 0 0 0
03 1985 0 0 0 0 1 1
04 1986 9 9 9 7 5 14
05 1987 2,425 3,333 3,537 3,558 82 51
06 1988 880 1,437 1,603 -386 70 52
07 1989 197 1,209 1,529 1,532 94 77
08 1990 43 908 2,119 2,145 62 32
09 1991 XXX 99 1,066 1,116 271 61
10 1992 XXX XXX 134 567 33 26
11 1993 XXX XXX XXX 12 19 13
NOTE: NET OF SALVAGE AND SUBROGATION RECEIVED.

SCHEDULE P - PART 4A - HOMEOWNERS/FARMOWNERS
1 BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES & ALLOCATED EXPENSES
AT YEAR END (000 OMITTED)
YEARS 2 3 4 5 6 7
IN WHICH 1984 1985 1986 1987 1988 1989
LOSSES WERE
INCURRED
01 PRIOR 3,002 1,218 526 137 -36 177
02 1984 8,358 1,589 971 575 551 380
03 1985 XXX 12,338 1,571 582 467 654
04 1986 XXX XXX 9,967 2,672 1,551 449
05 1987 XXX XXX XXX 4,326 2,096 395
06 1988 XXX XXX XXX XXX 4,019 1,278
07 1989 XXX XXX XXX XXX XXX 11,083
08 1990 XXX XXX XXX XXX XXX XXX
09 1991 XXX XXX XXX XXX XXX XXX
10 1992 XXX XXX XXX XXX XXX XXX
11 1993 XXX XXX XXX XXX XXX XXX

SCHEDULE P - PART 4A - HOMEOWNERS/FARMOWNERS
1 BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES & ALLOCATED EXPENSES
AT YEAR END (000 OMITTED)
YEARS 8 9 10 11
IN WHICH 1990 1991 1992 1993
LOSSES WERE
INCURRED
01 PRIOR 11 12 12 7
02 1984 518 336 332 315
03 1985 373 225 10 9
04 1986 419 312 12 16
05 1987 397 403 65 71
06 1988 742 719 -55 8
07 1989 1,839 1,014 -85 -95
08 1990 7,350 2,020 -641 -15
09 1991 XXX 7,030 593 219
10 1992 XXX XXX 12,769 509
11 1993 XXX XXX XXX 9,767

SCHEDULE P - PART 4B - PRIVATE PASSENGER AUTO LIABILITY/MEDICAL
1 BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES & ALLOCATED EXPENSES
AT YEAR END (000 OMITTED)
YEARS 2 3 4 5 6 7
IN WHICH 1984 1985 1986 1987 1988 1989
LOSSES WERE
INCURRED
01 PRIOR 9,001 2,383 1,036 50 -162 72
02 1984 22,439 6,489 1,483 908 610 34
03 1985 XXX 29,355 7,507 3,531 2,407 1,862
04 1986 XXX XXX 33,742 16,228 7,692 2,805
05 1987 XXX XXX XXX 26,543 9,102 3,638
06 1988 XXX XXX XXX XXX 27,924 9,755
07 1989 XXX XXX XXX XXX XXX 31,279
08 1990 XXX XXX XXX XXX XXX XXX
09 1991 XXX XXX XXX XXX XXX XXX
10 1992 XXX XXX XXX XXX XXX XXX
11 1993 XXX XXX XXX XXX XXX XXX

SCHEDULE P - PART 4B - PRIVATE PASSENGER AUTO LIABILITY/MEDICAL
1 BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES & ALLOCATED EXPENSES
AT YEAR END (000 OMITTED)
YEARS 8 9 10 11
IN WHICH 1990 1991 1992 1993
LOSSES WERE
INCURRED
01 PRIOR 1 1 0 756
02 1984 374 2 0 0
03 1985 710 384 2 3
04 1986 665 1,412 735 -935
05 1987 1,742 601 -128 -104
06 1988 3,905 290 -268 456
07 1989 8,764 -52 -1,015 -167
08 1990 28,938 11,698 5,697 4,244
09 1991 XXX 36,595 18,899 6,525
10 1992 XXX XXX 49,622 17,698
11 1993 XXX XXX XXX 36,118

SCHEDULE P - PART 4C - COMMERCIAL AUTO/TRUCK LIABILITY/MEDICAL
1 BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES & ALLOCATED EXPENSES
AT YEAR END (000 OMITTED)
YEARS 2 3 4 5 6 7
IN WHICH 1984 1985 1986 1987 1988 1989
LOSSES WERE
INCURRED
01 PRIOR 13,205 6,143 5,822 4,351 2,945 2,298
02 1984 28,076 13,992 4,291 2,579 2,826 2,057
03 1985 XXX 45,182 11,350 5,504 3,869 2,516
04 1986 XXX XXX 40,541 26,916 14,245 8,833
05 1987 XXX XXX XXX 41,811 24,443 15,028
06 1988 XXX XXX XXX XXX 35,841 18,709
07 1989 XXX XXX XXX XXX XXX 34,643
08 1990 XXX XXX XXX XXX XXX XXX
09 1991 XXX XXX XXX XXX XXX XXX
10 1992 XXX XXX XXX XXX XXX XXX
11 1993 XXX XXX XXX XXX XXX XXX

SCHEDULE P - PART 4C - COMMERCIAL AUTO/TRUCK LIABILITY/MEDICAL
1 BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES & ALLOCATED EXPENSES
AT YEAR END (000 OMITTED)
YEARS 8 9 10 11
IN WHICH 1990 1991 1992 1993
LOSSES WERE
INCURRED
01 PRIOR 1,967 1,955 1,868 342
02 1984 683 295 209 -6
03 1985 1,403 965 339 167
04 1986 3,630 3,033 2,262 1,451
05 1987 9,558 4,551 2,560 1,007
06 1988 11,125 4,846 3,865 2,007
07 1989 19,941 6,183 8,581 5,907
08 1990 37,564 15,454 14,445 4,635
09 1991 XXX 40,293 20,986 18,697
10 1992 XXX XXX 30,567 25,542
11 1993 XXX XXX XXX 50,907

SCHEDULE P - PART 4D - WORKERS' COMPENSATION
1 BULK & INCURRED BUT NOT REPORTED RESERVES ON LOSSES & ALLOCATED EXPENSES
AT YEAR END (000 OMITTED)
YEARS 2 3 4 5 6 7
IN WHICH 1984 1985