In addition, under the Quota Share Retrocession Agreement, the Funds
Withheld Asset may be prepaid to us, in whole or in part, as of the end of any
calendar quarter. In the event that the Funds Withheld Asset is prepaid, we
would have to reinvest these assets in investments and we may not be able to
invest them at yields comparable to those payable under the Quota Share
Retrocession Agreement. To the extent we are not able to invest these funds at
comparable yields, our investment income could be adversely affected. See Item
5. Operating and Financial Review and Prospects.
We may be restricted from disposing of assets and may suffer negative tax
consequences in the case of a change of control
Certain tax considerations and contractual arrangements with Zurich
Financial Services may make an acquisition of Converium less likely and limit
our ability to dispose of assets or enter into new lines of business. Because
of the qualification of the Formation Transactions under Swiss tax law as
partially exempt from the Swiss Share Issuance Tax to Converium, we may be
restricted from certain disposals of assets, and may further face adverse tax
consequences if the ownership of one third or more of our registered shares
comes to be held by one shareholder or a group of related shareholders. See
Item 10. Additional Information C. Material Contracts Swiss Tax
Consequences to Converium of the Formation Transactions.
Future European Commission directives may disadvantage companies like us which
are not established within the European Union
In October 2002, the European Commission, or EC, released a draft Proposal
for a Directive of the European Parliament and of the Council concerning
reinsurance and retrocession, which has been subject to a consultation process
in the interim. The proposed Directive, when adopted will essentially establish
the principles applicable to the taking-up of the business of reinsurance in a
Member State as well as rules regarding technical provisions and the solvency
requirements applicable to reinsurance companies. The Directive is based
largely on solvency related concepts stipulated in the prior Directive adopted
by the EU for insurance companies. The proposed Directive does not currently
provide for any discrimination of non-EU based reinsurance companies. However,
if the final adopted Directive should include such discriminatory regulations,
this could be a disadvantage for Converium AG in its doing business in the EU,
as Converium AG derives a substantial proportion of its revenues within the EU
and any competitive disadvantage we face there could have an adverse effect on
our result of operations.
ITEM 4. INFORMATION ON THE COMPANY
Converium Holding AG was incorporated in Switzerland on June 19, 2001 as a
joint stock company as defined in article 620 et seq. of the Swiss Code of
Obligations. We were registered on June 21, 2001 in the Commercial Register of
the Canton of Zug with registered number CH-170.3.024.827-8. Our registered
office is Baarerstrasse 8, CH-6300 Zug, Switzerland.
A. HISTORY AND DEVELOPMENT OF THE COMPANY
On March 22, 2001, Zurich Financial Services announced its intention to
divest substantially all of its third-party reinsurance business historically
operated under the Zurich Re brand name. This business had been managed and
operated as a global operation since 1998. We refer to the Formation
Transactions and the global offering described below in this annual report as
the Formation Transactions. As part of the Formation Transactions, ownership
of this business was consolidated under Converium Holding AG, a newly
incorporated Swiss company. The financial statements included in this annual
report reflect this business.
The Formation Transactions consisted of the following principal steps:
the transfer to us of the Zurich reinsurance business now conducted by
Converium AG, through a series of steps including:
our reinsurance of this business through quota share
retrocession agreements with two units of Zurich Financial
Services, which we refer to collectively as the Quota Share
Retrocession Agreement
the establishment of funds withheld balances in our
favor by the applicable units of Zurich Financial Services, which
we refer to collectively as the Funds Withheld Asset, on which we
will be paid investment returns by the Zurich Financial Services
units
the transfer of assets including cash, marketable
securities and participations by Zurich Financial Services and its
subsidiaries to Converium, together with the assumption of
liabilities
the acquisition of the Cologne reinsurance business through the transfer
by a subsidiary of Zurich Financial Services to Converium AG of its 98.63%
interest in Zürich Rückversicherung (Köln) AG, which was renamed Converium
Rückversicherung (Deutschland) AG. Converiums interest in Converium
Rückversicherung (Deutschland) AG increased to 100% in January 2003
the acquisition of the North American reinsurance business through the
transfer by a subsidiary of Zurich Financial Services of all of the
voting securities of Zurich Reinsurance (North America) Inc. to
Converium Holdings (North America) Inc., a wholly owned subsidiary of
Converium AG. In conjunction with this transfer, Converium Holdings
(North America) Inc. assumed $200 million of public debt from a
subsidiary of Zurich Financial Services, and Zurich Reinsurance (North
America), Inc. was renamed Converium Reinsurance (North America) Inc.
the sale of 35,000,000 of our registered shares to the public by
Zurich Financial Services on December 11, 2001 in a global offering
and the subsequent sale of 5,000,000 of our registered shares to the
public by Zurich Financial Services on January 9, 2002 as a result of
the underwriters exercise of their over-allotment option, which sales
resulted in the public owning 100% of our shares
As part of the Formation Transactions, Zurich Financial Services and its
subsidiaries transferred cash and other assets and liabilities to Converium.
The assets transferred to us included:
the shareholders equity of the legal entities comprising our operating businesses
the operating assets of the Zurich reinsurance business
the balance of the assets transferred to us consisted of investments and cash, of which approximately $140 million was used
by Converium AG to acquire residential and commercial rental properties located in Switzerland from subsidiaries of Zurich
Financial Services
For a description of the agreements and transactions involved in the
Formation Transactions and our divestiture from Zurich Financial Services,
including certain ongoing contractual arrangements with Zurich Financial
Services, see Item 10. Additional Information C. Material Contracts.
Converium Finance S.A. is a company incorporated for unlimited duration
under the laws of Luxembourg on October 7, 2002. It has authorized share
capital of
31,000 divided into 3,100 shares with a par value of
10 per share,
3,099 of which are owned by Converium AG and one of which is held by BAC
Management S.a.r.l., a director of Converium Finance S.A., and all of which are
fully paid. Converium Finance S.A.s registered office is 54, boulevard
Napoleon Ier, L-2210 Luxembourg. The objective of Converium Finance S.A., as
stated in its Articles of Incorporation, is the acquisition, the management,
the enhancement and the disposal of participations in whichever form in
domestic and foreign companies.
B. BUSINESS OVERVIEW
Overview
Converium is a leading global reinsurer whose business operations are
recognized for innovation, professionalism and service. We believe we are
accepted as a professional lead reinsurer for all major lines of non-life and
life reinsurance. We actively seek to create innovative and efficient
reinsurance solutions to complement our clients business plans and needs. We
focus on core underwriting skills and on developing close client relationships
while honoring ours and our clients relationships with brokers. We have the
ability to cover risks globally and to provide meaningful capacity worldwide.
Based on calendar year 2002 third-party net premiums written, we rank among the
ten largest global professional reinsurers.
Converium was formed through the restructuring and integration of the
third-party reinsurance business of Zurich Financial Services. We believe that
our separation from Zurich Financial Services presents significant
opportunities and benefits for us. We believe we have benefited from our status
as an independently managed, publicly traded company.
In October 2003, Converium implemented changes to its organizational and
financial reporting structures. At the time of its Initial Public Offering
(IPO) in December 2001, Converium adopted an organizational model based on
geography. This was largely driven by the historical development of its then
parent, Zurich Financial Services. Over its first two years as an independent
reinsurer, Converium has become more globally integrated and has seen its
business strategy evolve. As a result, the issues of legal entity and geography
have become less relevant criteria when evaluating business strategy and
capital and resource allocation.
Converiums business is now organized around three operating segments:
Standard Property & Casualty Reinsurance, Specialty Lines and Life & Health
Reinsurance, which are based principally on global lines of business. In
addition to the
three segments financial results, the Corporate Center carries certain
administration expenses, such as costs of the Board of Directors, the Global
Executive Committee, and other global functions.
We offer a full range of traditional non-life and life reinsurance
products as well as innovative non-traditional solutions to help our clients
manage capital and risk. Our principal lines of non-life reinsurance include
general third party liability, motor, personal accident, property,
agribusiness, aviation and space, credit and surety, engineering, marine and
energy, professional liability and other special liability and workers
compensation. The principal life reinsurance products are ordinary life and
disability reinsurance, including quota share, surplus coverage and financing
contracts, and accident and health.
We underwrite reinsurance both directly with ceding companies and through
brokers, giving us the flexibility to pursue business in accordance with our
ceding companies preferred reinsurance purchasing method. Globally,
approximately 42.0% of our 2003 gross premiums written were written on a direct
basis and approximately 58.0% were written through brokers.
We believe that one of our competitive strengths is our ability to work
closely with our clients while honoring ours and our clients relationships
with brokers. A key component of this competitive strength is our strong focus
on client relationship management. We believe it is imperative that we fully
understand our clients businesses in order to provide better solutions to our
clients and enhance our own profitability. Direct communication with our
clients enables us to obtain the in-depth details required for the proper
analysis and understanding of our clients exposures. We seek to establish and
maintain contacts with key decision makers in the organizations of our clients,
particularly with their chief executive officers, chief financial officers and
actuarial and underwriting managers.
As a component of our strategy of getting closer to our clients and
enhancing our understanding of the risks and other financial aspects of their
business, we aligned our organizational structure to better serve our clients
and enhance knowledge sharing among our underwriters, actuaries, client
relationship managers and other personnel. This structure brings together
professionals with treaty expertise and facultative specialists, focusing them
around lines of business. We believe the combination of the two disciplines
yields a stronger risk analysis and ultimately more profitable business
opportunities for us, by allowing us to utilize the detailed knowledge of
individual risks possessed by our facultative professionals in underwriting
treaty business. For example, in North America, our facultative offices now
report to persons with line of business responsibility. In Europe, we have
established client relationship managers, supported by underwriters with both
treaty and facultative expertise in all major lines of business. These client
relationship managers are able to call upon our expertise from wherever it may
be located within our global organization and establish multi-disciplinary
client teams to address our clients needs. These teams seek to provide
additional services to our clients, such as advice on balance sheet and
operating risk management, underwriting audits and assistance with risk capital
allocation.
As a reflection of our financial strength and stability, Standard & Poors
Corporation has rated Converium A (Strong), stable outlook, and A.M. Best
Company Inc. has rated Converium A (Excellent), stable outlook. These ratings
are based upon factors of concern to reinsurance clients and are not a measure
of protection afforded to investors. These ratings may be revised, suspended or
withdrawn at any time by the relevant rating agency. See Ratings.
Our Strategy
We believe we are an enduring leader of the global reinsurance industry,
driving the evolution of the sector with forward-thinking and innovative
solutions that enable our clients to efficiently manage their risk. We believe
we are an agile, credible and interactive organization that provides the model
for a new generation of reinsurers.
We are a global multi-line reinsurer that satisfies its clients business
needs by analyzing, assuming and managing risks. In an ethical and responsible
manner, we believe we provide:
Sustainable value growth for our shareholders
Excellent service for our customers and intermediaries
A fulfilling work environment for our employees
A spirit of shared responsibility within our community
We have a fiduciary mandate from our shareholders to invest their equity
in the reinsurance business. Our core business is to analyze, assume and manage
portfolios of insurance risks, and to invest the assets which support assumed
insurance risks. All of our business aspirations remain within the boundaries
of this defined field of activity. In achieving some of these, we will also
transact direct insurance business; from an economic perspective, these
exceptions remain within the bounds of our core business.
The five guiding principles for the development of our core business
portfolio of assumed reinsurance risks across the reinsurance cycle are:
Our lead objective is to maximize our economic value. Our metrics include net after-tax operating income and Performance
Excess
To optimize our overall risk profile, our business portfolio is diversified in three key ways: by line of business, by
region and by duration
All contracts we underwrite should be profitable in expectation (i.e., a Performance Excess target of at least equal to
zero). For every individual client relationship, Performance Excess must be greater than or equal to zero at every renewal
We seek growing relationships with our target clients, but sustainable profitability is a prerequisite
Assumed retrocession, financial guarantees, underwriting authorities for assumed reinsurance, and fronting are outside of
our strategic scope
*Performance Excess provides the basis for value-based management at
Converium. It represents the economic value added attached to all reinsurance
contracts in our portfolio. It takes into account all expected benefits and
costs emanating from a contract or group of contracts, including expected
premiums, expected losses and all other internal and external costs including
risk-based cost of capital. Performance Excess is the expected net present
value created for shareholders, in excess of the normal returns that they can
expect from holding reinsurance company shares, such as Converiums. We have
chosen to make Performance Excess our key internal metric for measuring
underwriting performance.
The following are the guiding principles of our investment policy,
capital management and retention management.
Investment policy
.
We will continue to allocate our capital primarily to
support underwriting risks. Strategic asset allocation will continue to be
based on the capital allocated to support investment risks and on an integral
asset and liability management approach. Within these boundaries, we strive to
optimize the after-tax risk-return characteristics of the investment portfolio.
Asset allocation will continue to focus on core portfolios of high-quality
bonds and equities, generally managed passively. Further diversification will
be achieved through complementary portfolios in other asset classes, such as
real estate, credit portfolios, mortgage-backed securities, non-traditional or
alternative investments. These portfolios will generally be actively managed.
The acquisition of minority stakes in insurance or reinsurance companies
remains outside of our strategic scope.
Capital management
.
We manage our capital base so as to keep it strong
enough to ensure that clients and brokers deem the company to be a credible
reinsurer for short- and long-tail business. At the same time, we remain
committed to returning capital to shareholders if such capital cannot be fully
deployed to support reinsurance underwriting at adequate returns. Our cost of
capital will continue to be competitive, and we will follow a sustainable
dividend policy.
Retention management
.
We will continue to effectively manage our gross and
net risk position on a legal entity and on a group-wide basis, through global
risk pooling and the limited purchase of retrocession.
Global roles
Our global strategy is set by our Board of Directors. The Board has
delegated the implementation of our global strategy to the Global Executive
Committee. Under our strategy, a specific global role has been outlined for
each segment and function within the organization. These job descriptions for
our various operating units clarify the contribution that each makes to the
execution of the strategy and, by doing so, the roles explain our strategy
and provide information on the plan for its execution.
The global roles assigned to our segments are as follows:
Standard Property & Casualty Reinsurance
The Standard Property & Casualty Reinsurance segments role in the current
market environment and at the present stage of our development is to continue
to position us as a core player in the global reinsurance marketplace. In so
doing, it yields the market presence necessary to gain access to new and
profitable business, to establish further geographical diversification of
assumed risks, and to continue to contribute to earnings and cash flows.
The Specialty Lines segments role is to develop several core specialty
businesses in which we can position ourselves clearly as a market leader and
can effectively leverage our intellectual assets in risk analysis, structuring,
product design and risk modeling. The focus on specialty lines of businesses is
based upon the belief that Converium, with its intellectual and structural
assets, can offer unique service propositions to its chosen clients that will
allow for superior profit generation over the reinsurance cycle. The Specialty
Lines segment seeks to develop preferred access to business opportunities
through joint ventures or participations in entities that enjoy a unique
position in the minds of clients. Additionally, the Specialty Lines segment
should capitalize on relationships developed through the Standard Property &
Casualty Reinsurance segment. In so doing, the segment offers added value and
additional service to clients, which may in turn yield more business for the
Standard Property & Casualty Reinsurance segment.
Due to the long-tail nature of much of the specialty lines of business,
the emergence of accounting profit (on the basis of U.S. GAAP) will come with a
certain time lag. Therefore, the Specialty Lines segment in its early growth
phases will be the generator of substantial operating cash flows and future
investment income, which will provide the platform for future earnings. The
high levels of carried reserves necessary for the specialty lines underwritten
by the segment will be capital consumptive during periods of strong growth in
written premium and may pose a constraint on the amount of growth and business
mix of the segment. Converiums challenge will be to generate acceptable
combined ratios in todays low interest rate environment, so as to not distort
published calendar year earnings.
Life & Health Reinsurance
The business underwritten by the Life & Health Reinsurance segment
increases the stability of our income, because traditional life reinsurance has
a low correlation to property and casualty risk, and can therefore improve risk
diversification. This segment is to provide current earnings through life and
health underwriting, and in addition will yield future earnings through life
reinsurance.
The global roles assigned to our functions are as follows:
Functions reporting to the Chief Technical Officer
All
functions reporting to the Chief Technical Officer (CTO)
Underwriting Controlling, Global Risk Pooling and Retention Management,
Strategic Planning and Cycle Management, the Strategic Project Office and
Global Claims have the common objective of ensuring a consistent and
profit-optimizing approach to global underwriting results. This entails
monitoring of adherence to common underwriting and claims standards and best
practices, including peer reviews and client audit capabilities.
Actuarial and Risk Management
It is the Actuarial and Risk Management functions responsibility to
measure and monitor our overall risk/return profile, and thus to enable
management to take informed decisions consistent with our strategy. This
includes the assessment of past and expected future profitability on the
underwriting side, and the allocation of risk-based capital to support the
organization most efficiently. The Actuarial and Risk Management functions
ensure consistency and risk assessment best practice for underwriting risk
through pricing and reserving analysis, asset risks (including investments) and
strategic and operational risks. They provide comprehensive, timely and
reliable information to all stakeholders in order to support decision-making
processes.
Finance
The Finance function provides the financial data necessary both to measure
our actual and expected future profitability in a way that is consistent
throughout the organization, and to comply with external financial reporting
requirements. In both cases, data is formatted according to the requirements of
those who need the information. In addition, the Investment and Treasury
functions optimize the risk/return ratio of invested assets based on our asset
and liability management approach and on the capital attributed to investment
risks. Finance actively manages our claims-supporting capital, ensuring that we
have an appropriate level of capitalization and financial leverage to offer
clients and rating agencies an adequate degree of security, while allowing for
satisfactory returns for shareholders. To achieve an efficient balance between
the need for an appropriate rating and the need to provide sustainable returns,
the Finance function takes a lead role in the management of our relationships
with key shareholders, financial analysts and rating agencies.
The Information Technology (IT) function efficiently supports the whole
organization by providing stable global core applications and IT infrastructure
that is driven by user requirements. The IT function enables data to be
globally consistent and easily accessible.
Legal
The Legal function provides the efficient legal support necessary for our
business and corporate development. It provides management with its independent
assessment of the critical legal issues pertinent to our business and ensures
the proper legal governance of the organization.
Human Resources
As a strategic partner of all functions in the organization, Human
Resources enables us to attract, develop and retain the talent needed to
achieve our business goals.
Corporate Communications
The Corporate Communications function plays an instrumental role in
providing timely, truthful, comprehensive and relevant information to all of
our stakeholders and the public in general. This function also provides
internal consultancy services, and assists in shaping Converiums branding and
messaging content to ensure that all stakeholders have easy access to all
relevant information about Converium.
Our Business
We are a leading global professional reinsurer, which offers a full range
of traditional non-life and life reinsurance products as well as innovative
non-traditional solutions to help our clients manage capital and risk. Our
principal lines of non-life reinsurance include general third party liability,
motor, personal accident, property, agribusiness, aviation and space, credit
and surety, engineering, marine and energy, professional liability and other
special liability and workers compensation. The principal life reinsurance
products are ordinary life and disability reinsurance, including quota share,
surplus coverage and financing contracts, and accident and health.
In addition to our offices in Cologne, New York, Zug and Zurich, we have
branch offices in Bermuda, Labuan, London, Milan, Paris, Singapore and Sydney,
as well as marketing offices in Atlanta, Buenos Aires, Chicago, Kuala Lumpur,
London, Mexico City, Mission Viejo, San Francisco, Sao Paulo and Tokyo. In
addition, we have administrative offices in Stamford, Connecticut. We have a
sub-holding company in London and another company in Luxembourg.
Converiums business is now organized around three operating segments:
Standard Property & Casualty Reinsurance, Specialty Lines and Life & Health
Reinsurance, which are based principally on global lines of business. In
addition to the three segments financial results, the Corporate Center carries
certain administration expenses, such as costs of the Board of Directors, the
Global Executive Committee, and other global functions. To measure the
financial performance of our operating segments, we define segment income as
income before other income (loss), interest expense, and
income taxes. The 2001 results also exclude the amortization of goodwill and
restructuring costs.
The table below presents, by segment, the distribution of our premiums written
and income for the year ended December 31, 2003. For additional information
regarding the results of our operating segments, see Item 5 Operating and
Financial Review and Prospects A. Operating Results and the Schedule of
Segment Data on pages F-7 and F-8 of the financial statements.
The table below presents the geographic distribution of our gross premiums
written for the years ended December 31, 2003, 2002 and 2001, based on the
location of the ceding companies.
Year Ended December 31,
2003
2002
2001
$
% of
$
% of
$
% of
millions
total
millions
total
millions
total
United Kingdom*
$
1,083.0
25.6
%
$
910.4
25.8
%
$
560.1
19.4
%
Germany
286.9
6.8
176.1
5.0
179.4
6.2
France
160.5
3.8
106.9
3.0
89.8
3.1
Italy
131.2
3.1
84.0
2.4
62.7
2.2
Rest of Europe
338.8
8.0
224.0
6.3
199.5
6.9
Far East
266.4
6.3
191.9
5.4
113.7
4.0
Near and Middle East
134.3
3.2
124.3
3.5
99.8
3.5
North America
1,671.1
39.6
1,553.2
43.9
1,431.5
49.7
Latin America
151.7
3.6
165.0
4.7
144.7
5.0
Total
$
4,223.9
100.0
%
$
3,535.8
100.0
%
$
2,881.2
100.0
%
*
Premiums from the United Kingdom include business assumed through Global
Aerospace Underwriting Managers Limited and Lloyds syndicates for such
lines of business as aviation and space as well as marine, where the
exposures are worldwide in nature. Therefore, geographic location of the
ceding company may not necessarily be indicative of the location of risk
The table below presents the distribution of our net premiums written by
line of business for the years ended December 31, 2003, 2002 and 2001.
Year Ended December 31,
2003
2002
2001
$
% of
$
% of
$
% of
millions
total
millions
total
millions
total
Standard Property & Casualty Reinsurance
General third party liability
$
335.0
8.8
%
$
337.7
10.2
%
$
271.6
10.9
%
Motor
488.5
12.8
453.5
13.7
436.9
17.6
Personal
accident (assumed from non-life insurers)
35.1
0.9
35.0
1.1
21.1
0.8
Property
787.0
20.5
626.0
18.7
550.4
22.3
Total standard property &
casualty reinsurance
1,645.6
43.0
1,452.2
43.7
1,280.0
51.6
Specialty Lines
Agribusiness
90.0
2.4
22.0
0.7
32.0
1.3
Aviation & space
341.8
8.9
365.3
11.0
182.8
7.4
Credit & surety
236.0
6.2
200.1
6.0
178.5
7.2
Engineering
139.9
3.7
116.1
3.5
81.5
3.3
Marine & energy
95.3
2.5
94.3
2.8
73.6
3.0
Professional
liability and other special liability
598.0
15.5
536.9
16.2
241.2
9.6
Workers compensation
310.9
8.1
220.6
6.6
178.8
7.2
Total specialty lines
1,811.9
47.3
1,555.3
46.8
968.4
39.0
Total non-life reinsurance
3,457.5
90.3
3,007.5
90.5
2,248.4
90.6
Life & Health Reinsurance
Life and disability
162.1
4.2
154.7
4.7
136.4
5.5
Accident and health
207.4
5.5
160.0
4.8
97.8
3.9
Total life & health reinsurance
369.5
9.7
314.7
9.5
234.2
9.4
Total
$
3,827.0
100.0
%
$
3,322.2
100.0
%
$
2,482.6
100.0
%
Types of Reinsurance
Both non-life reinsurance and life reinsurance can be written on either a
proportional basis or a non-proportional basis. Proportional reinsurance is
also known as pro rata reinsurance. Quota share reinsurance and surplus
reinsurance are types of proportional reinsurance. Some non-proportional
reinsurance takes the form of excess of loss reinsurance in which the
reinsurers obligations are only triggered after covered losses exceed a
specified attachment point. In the case of proportional reinsurance, the
reinsurer assumes a predetermined portion of the ceding companys risks under
the covered insurance contract or contracts. In the case of non-proportional
reinsurance, the reinsurer assumes all or a specified portion of the ceding
companys risks in excess of a specified amount, known as the ceding companys
retention or the reinsurers attachment point, subject to a negotiated
reinsurance contract limit.
Premiums that the ceding company pays to a reinsurer for proportional
reinsurance are a predetermined portion of the premiums that the ceding company
receives from its insured, consistent with the proportional sharing of risk. In
addition, in proportional reinsurance, the reinsurer generally pays the ceding
company a ceding commission. The ceding commission is usually based on the
ceding companys cost of generating the business being reinsured, which
includes commissions,
premium taxes, assessments and miscellaneous administrative expenses and a profit
participation for originating the business, the amount of which is based on the
claims experience. The ceding commission may also be affected by competitive
factors. Premiums that the ceding company pays to a reinsurer for
non-proportional reinsurance are not directly proportional to the premiums that
the ceding company receives. This is because the reinsurer does not assume a
direct proportion of the ceding companys risk. The frequency of claims under a
proportional reinsurance contract is usually greater than under a
non-proportional contract, and therefore the claims experience with
proportional reinsurance contracts is generally more predictable.
Non-proportional non-life reinsurance is often written in layers. One or a
group of reinsurers accepts the risk just above the ceding companys retention
up to a specified amount, at which point another reinsurer or a group of
reinsurers accepts the excess liability up to an additional specified limit or
the excess liability reverts to the ceding company. The reinsurer taking on the
risk just above the ceding companys retention is typically said to write lower
layer excess reinsurance. A claim that reaches just beyond the ceding companys
retention will create a claims payment for the lower layer reinsurer, but not
for the reinsurers of any higher layers. Claims activity in lower layer
reinsurance tends to be more predictable than in higher layers due to greater
frequency and availability of historical data, and therefore, like proportional
reinsurance, better enables underwriters and actuaries to more accurately price
the underlying risks. In a limited number of cases, reinsurance is also written
on an aggregate stop-loss basis to protect the ceding companys total portfolio
from extraordinary losses resulting from the aggregation of individual risks.
Both non-life reinsurance and life reinsurance can be written either
through treaty or facultative reinsurance arrangements. In treaty reinsurance,
the ceding company cedes, and the reinsurer assumes, a specified portion of a
type or category of risks insured by the ceding company. Generally in the
industry, treaty reinsurers do not separately evaluate each of the individual
risks assumed under their treaties and are largely dependent on the original
risk underwriting decisions made by the ceding companys underwriters. This
dependence subjects reinsurers to the possibility that the ceding company has
not adequately evaluated the risks to be reinsured and, therefore, that the
premiums ceded to the reinsurer may not adequately compensate the reinsurer for
the risk assumed. Accordingly, the reinsurers evaluation of the ceding
companys risk management and underwriting practices, as well as claims
settlement practices and procedures, will usually impact the pricing of the
treaty.
Generally, reinsurers who provide facultative reinsurance do so separately
from their treaty operations. In facultative reinsurance, the ceding company
cedes, and the reinsurer assumes, all or part of a specific risk or risks.
Facultative reinsurance normally is purchased by ceding companies for risks not
covered by their reinsurance treaties, for amounts in excess of the monetary
limits of their reinsurance treaties and for unusual and complex risks. In
addition, facultative risks often provide coverages for relatively severe
exposures, which results in greater volatility. The ability to evaluate
separately each risk reinsured, however, increases the probability that the
reinsurance underwriter can price the contract to reflect more accurately the
risks involved. Because of the transactional nature of the business and the
greater risks generally involved, margins on facultative business are usually
higher than on treaty business. However, reinsurers who provide facultative
coverage solely, or through distinct operations, experience relatively high
underwriting expenses and, in particular, personnel costs, because each risk is
individually underwritten and administered.
Non-traditional reinsurance involves structured reinsurance solutions
tailored to meet individual client strategic and financial objectives. Both
non-life reinsurance and life reinsurance can be written on a structured/finite
basis. Often these reinsurance solutions provide reinsurance protection across
a companys entire insurance portfolio. For instance, a whole account aggregate
stop loss, whether single year or multi-year in design, provides protection for
a company from deterioration in their accident year results. Another common
solution is a loss portfolio transfer, which can take many forms, and which is
frequently used to assist companies in efficiently and effectively exiting
lines of business or facilitating insurance entity sales transactions. With
increasing frequency, non-traditional reinsurance has been utilized in various
ways to assist companies in managing property catastrophe exposures and other
loss exposures from single or multiple events which, in the aggregate, could be
significant. Because of the constantly changing industry and regulatory
framework, as well as the changing market demands facing insurance companies,
the approaches utilized in structured/finite programs are constantly evolving
and will continue to do so.
We underwrite our product lines on a non-proportional and proportional
basis, as well as on a structured/finite basis. As part of our management
organization, we integrate our facultative specialists with our underwriting
professionals with treaty expertise, organizing them as focused teams around
client relationship management and lines of business. We do not distinguish
between treaty and facultative reinsurance, but rather between proportional and
non-proportional underwriting and lines of business.
In 2003, $2.6 billion or approximately 62% of our gross premiums written
were written on a proportional treaty basis, $1.2 billion or approximately 27%
of our gross premiums written were written on a non-proportional basis, and
$458.7 million or approximately 11% of our net premiums written were written on
a structured/finite basis.
The table below presents the distribution of our gross premiums written by
type of reinsurance for the years ended December 31, 2003, 2002 and 2001.
Year Ended December 31,
2003
2002
2001
$
% of
$
% of
$
% of
millions
total
millions
total
millions
total
Proportional
$
2,609.6
61.8
%
$
2,107.2
59.6
%
$
1,757.2
61.0
%
Non-proportional
1,155.5
27.3
925.2
26.2
798.6
27.7
Structured/finite
458.8
10.9
503.4
14.2
325.4
11.3
Total
$
4,223.9
100.0
%
$
3,535.8
100.0
%
$
2,881.2
100.0
%
Proportional and Non-proportional
We offer traditional reinsurance products on both a proportional and
non-proportional basis in all our lines of business. Our non-proportional
business includes property, motor, aviation and space and professional
liability and other special lines, to complement our established market
position in non-proportional liability. The growth in our proportional business
has been mainly due to an increase in proportional property, aviation and space
and motor as well as opportunities in proportional agribusiness.
We believe that clients and brokers actively seek our input in the
evaluation and structuring of businesses with unique or difficult risk
characteristics. We believe this is a result of our innovative approach,
organizational resources and financial strength. We have developed integrated
teams of professionals with significant treaty and individual risk, or
facultative, expertise at our three principal underwriting centers in Zurich,
New York and Cologne, which support the professionals we have in our branch
network. We offer facultative products in almost every line on a proportional
and non-proportional basis. We deploy our global specialty lines experts and
local specialists to design solutions to address our clients risk management
needs.
Structured/Finite
Structured/finite reinsurance solutions are marketed and underwritten by
the Risk Strategies divisions of our Standard Property & Casualty Reinsurance,
Specialty Lines and Life & Health Reinsurance segments. These divisions focus
on servicing the needs of the reinsurance market that may not be met
efficiently through traditional reinsurance products. With primary operating
locations in Zurich, New York and Cologne, our structured/finite specialists
focus on providing clients with innovative financial solutions for their risk
management and other financial needs, primarily through reinsurance products.
Whether working directly with the client or through a broker, we seek to
develop client-specific solutions after spending time with the client to
understand its business needs.
We believe that to succeed in providing our clients with the solutions
they need, we must take a comprehensive, iterative approach in our analysis. To
accomplish this goal, our Risk Strategies divisions comprise a team of
underwriting, tax, accounting, actuarial and banking experts who can
effectively address all aspects of the solution. We believe this
multi-disciplinary approach distinguishes us from our peers and enables us to
craft solutions that are both creative and viable in light of the specific
needs of the ceding company. Furthermore, our Risk Strategies personnel draw
upon our global capabilities to marshal the necessary expertise and resources
in any market.
Our customers use structured/finite products principally to mitigate
volatility as well as to transfer insurance risks. The more widely used
structured/finite products have similar features but differing terms and
limits, depending on the customers requirements. The three main types of
structured/finite products that we offer are described below.
Multi-year aggregate excess of loss reinsurance contracts have become
a well-established structured/finite reinsurance product in the North
American market. These reinsurance contracts provide coverage when the
ceding companys applicable block of policies reports losses at or
above a specific loss ratio. This type of product will often charge an
up-front premium plus additional premiums, which are dependent on the
magnitude of losses claimed by the ceding company under the contract.
The ceding company generally also participates in a profit sharing
arrangement under these types of reinsurance contracts if the business
covered does not generate excessive losses.
Loss portfolio transfer and adverse loss development contracts are
sold by all of our business segments. These products are considered
retroactive reinsurance as they cover past periods for which the loss
events have already occurred, but where all claims have not yet been
made or paid. Retroactive structured/finite reinsurance products
remain an attractive solution for certain clients, who may, for
example, wish to exit a particular line of business, facilitate a
business acquisition or stabilize statutory capital. Typically, a loss
portfolio transfer will transfer to the reinsurer all risks
underwritten, subject to an aggregate loss limit established in the
contract. Adverse loss development products provide
reinsurance coverage for losses in excess of the carried loss reserves of the
ceding company at the transaction date, or in some cases at a mutually agreed
attachment point, in excess of existing loss reserves.
Modified co-insurance contracts are offered by our Life & Health
Reinsurance segment. This product is used by our life insurance clients
principally to relieve the strain on statutory surplus caused by the
statutory accounting requirement to expense all new business acquisition
costs in the year incurred. Clients that are growing rapidly can encounter
severe capital constraints as a result of this requirement. The
reinsurance contract is a co-insurance contract (which means the reinsurer
assumes a percentage of the same risks as the life insurer), modified to
allow the ceding company to retain the investments which support the
liabilities for future policy benefits applicable to the reinsured
portfolio of business. We pay a ceding commission to our client, who
accounts for it as statutory income and thus replenishes the surplus
previously consumed by new business acquisition costs.
Non-Life Operations
Overview
We operate our non-life reinsurance business through our two non-life
segments: Standard Property & Casualty Reinsurance and Specialty Lines. Our
non-life operations had gross premiums written of $3,817.4 million for the year
ended December 31, 2003, representing 90.4% of our total gross premiums
written.
The following table sets forth our non-life reinsurance gross premiums
written by type and line of business for the years ended December 31, 2003,
2002 and 2001:
Year Ended December 31,
2003
2002
2001
$
% of
$
% of
$
% of
millions
total
millions
total
millions
total
Proportional
General third party liability
$
217.9
9.7
%
$
194.5
11.0
%
$
251.2
16.8
%
Motor
373.6
16.6
251.2
14.2
345.6
23.2
Personal accident (assumed from non-life insurers)
27.3
1.2
31.9
1.8
19.6
1.3
Property
503.0
22.4
423.5
24.0
288.5
19.3
Agribusiness
83.6
3.7
3.5
0.2
11.4
0.8
Aviation & space
417.7
18.6
310.8
17.6
176.3
11.8
Credit & surety
181.8
8.1
133.7
7.6
114.0
7.6
Engineering
141.5
6.3
118.8
6.7
82.8
5.6
Marine & energy
78.5
3.5
81.5
4.6
56.3
3.8
Professional liability and other special liability
193.6
8.6
194.7
11.0
111.6
7.5
Workers compensation
29.3
1.3
22.6
1.3
34.0
2.3
Total Proportional
$
2,247.8
100.0
%
$
1,766.7
100.0
%
$
1,491.3
100.0
%
Non-Proportional
General third party liability
$
137.9
12.6
%
$
136.0
15.0
%
$
115.8
14.7
%
Motor
138.5
12.7
123.3
13.6
106.9
13.5
Personal accident (assumed from non-life insurers)
7.7
0.7
3.1
0.3
1.3
0.2
Property
354.6
32.4
248.2
27.6
274.8
34.6
Agribusiness
14.9
1.4
18.5
2.0
20.7
2.6
Aviation & space
67.8
6.2
97.4
10.7
49.6
6.3
Credit & surety
39.9
3.7
35.6
3.9
17.6
2.2
Engineering
3.4
0.3
2.1
0.2
2.9
0.4
Marine & energy
22.4
2.1
18.8
2.1
22.6
2.9
Professional liability and other special liability
278.9
25.5
213.5
23.5
147.4
18.7
Workers compensation
25.9
2.4
10.1
1.1
30.5
3.9
Total Non-Proportional
$
1,091.9
100.0
%
$
906.6
100.0
%
$
790.1
100.0
%
Structured/Finite
General third party liability
$
33.2
6.9
%
$
28.0
5.4
%
$
69.6
20.3
%
Motor
100.2
19.3
4.1
1.2
Personal accident (assumed from non-life insurers)
Property
1.6
0.3
2.5
0.5
18.2
5.3
Agribusiness
Aviation & space
-0.2
1.4
0.4
Credit & surety
39.6
8.3
46.8
9.0
59.7
17.4
Engineering
Marine & energy
Professional liability and other special liability
149.7
31.3
160.0
30.8
13.1
3.8
Workers compensation
253.8
53.2
181.8
35.0
177.3
51.6
Total Structured/Finite
$
477.7
100.0
%
$
519.3
100.0
%
$
343.4
100.0
%
Total
General third party liability
$
389.0
10.2
%
$
358.5
11.2
%
$
436.6
16.6
%
Motor
512.1
13.4
474.7
14.9
456.6
17.3
Personal accident (assumed from non-life insurers)
35.0
1.0
35.0
1.1
20.9
0.8
Property
859.2
22.5
674.2
21.1
581.5
22.2
Agribusiness
98.5
2.6
22.0
0.7
32.1
1.2
Aviation & Space
485.3
12.7
408.2
12.8
227.3
8.7
Credit & surety
261.3
6.8
216.1
6.8
191.3
7.3
Engineering
144.9
3.8
120.9
3.8
85.7
3.3
Marine & energy
100.9
2.6
100.3
3.1
78.9
3.0
Professional liability and other special liability
The table below presents the loss, underwriting expense and combined
ratios of our non-life reinsurance business both by line of business and type
of reinsurance for the years ended December 31, 2003, 2002 and 2001. This
table represents an aggregation of line of business ratios for our two
non-life segments. Subsequent tables present ratios for each non-life segment
by line of business and type of reinsurance. Any prior underwriting
year development (positive or negative) will affect the ratios of the
calendar year in which the activity is recorded.
Loss, Expense and Combined Ratios
Year Ended December 31,
2003
2002
2001
U/W
U/W
U/W
Loss
Expense
Combined
Loss
Expense
Combined
Loss
Expense
Combined
Ratio
Ratio
Ratio(1)
Ratio
Ratio
Ratio(1)
Ratio
Ratio
Ratio(1)
%
%
%
%
%
%
%
%
%
General third party liability
92.1
%
22.1
%
114.2
%
109.4
%
19.0
%
128.4
%
132.8
%
20.0
%
152.8
%
Motor
86.3
18.4
104.7
84.8
22.8
107.6
83.2
21.8
105.0
Personal accident (assumed from non-life insurers)
68.9
23.1
92.0
69.4
18.1
87.5
94.6
11.2
105.8
Property
46.2
24.8
71.0
52.3
23.8
76.1
84.8
18.1
102.9
Agribusiness
87.0
8.6
95.6
100.9
4.8
105.7
57.0
8.3
65.3
Aviation & space
44.3
15.4
59.7
69.9
13.0
82.9
179.9
21.8
201.7
Credit & surety
59.8
30.2
90.0
64.8
28.8
93.6
113.3
34.2
147.5
Engineering
64.7
29.7
94.4
81.7
21.9
103.6
97.8
24.2
122.0
Marine & energy
73.5
18.6
92.1
86.3
23.3
109.6
99.6
23.0
122.6
Professional liability and other special liability
79.2
26.5
105.7
101.0
19.5
120.5
106.8
31.7
138.5
Workers compensation
114.3
13.0
127.3
61.1
24.3
85.4
73.4
34.3
107.7
Proportional
65.0
25.1
90.1
75.7
24.3
100.0
82.0
31.8
113.8
Non-Proportional
84.3
13.1
97.4
80.8
15.6
96.4
121.6
16.4
138.0
Structured/Finite
74.4
27.4
101.8
82.5
19.2
101.7
136.7
-1.6
135.1
Total
71.5
22.0
93.5
78.2
21.1
99.3
99.9
23.4
123.3
(1)
The combined ratios presented in this table exclude administration
expenses.
For an explanation of ratio calculations, please refer to the Schedule of
Segment Data on pages F-7 and F-8 of the financial statements.
For an explanation of significant loss activity, see Item 5 Operating and
Financial Review and Prospects A. Operating Results.
Standard Property & Casualty Reinsurance
The Standard Property & Casualty Reinsurance segments role in the current
market environment and at the present stage of our development is to continue
to position us as a core player in the global reinsurance marketplace. In so
doing, it yields the market presence necessary to gain access to new and
profitable business, to establish further geographical diversification of
assumed risks, and to continue to contribute to earnings and cash flows. The
lines of business of the Standard Property & Casualty Reinsurance segment are
as follows:
General third party liability
. We provide a broad range of coverage for
reinsurance of industrial, manufacturer, operational, environmental, product
and general third-party liability. We provide liability coverage on both a
proportional and non-proportional basis.
Motor
. We reinsure liability risks, collision damage and accident risks of
motor vehicles. Motor insurance can include coverage in three major areas -
liability, physical damage and accident benefits. Liability insurance provides
coverage payment for injuries and for property damage to third parties.
Physical damage provides for payment of damages to an insured automobile
arising from a collision with another object or from other risks such as fire
or theft. Accident benefits provide coverage for loss of income and medical and
rehabilitation expenses for insured persons who are injured in an automobile
accident, regardless of fault.
Personal accident (assumed from non-life insurers).
We provide accident
coverages for various business lines, including personal accident and travel
accident.
Property
. We reinsure liability for physical damage caused by fire and
allied perils such as explosion, lightning, storm, flood, earthquake and costs
of debris removal, as well as coverage of business interruption and loss of
rent as a result of an insured loss. Other sub-lines of property reinsurance
include cover for hail, burglary, water damage and glass breakage.
The following table presents the distribution of net premiums written by
our Standard Property & Casualty Reinsurance segment for the years ended
December 31, 2003, 2002 and 2001.
Year ended December 31
2003
2002
2001
$
$
$
millions
% of total
millions
% of total
millions
% of total
Standard Property & Casualty
Reinsurance:
General third party liability
$
335.0
20.4
%
$
337.7
23.2
%
$
271.6
21.2
%
Motor
488.5
29.7
453.5
31.2
436.9
34.1
Personal accident (assumed
from non-life insurers)
35.1
2.1
35.0
2.4
21.1
1.6
Property
787.0
47.8
626.0
43.2
550.4
43.1
Total standard property &
casualty reinsurance
$
1,645.6
100.0
%
$
1,452.2
100.0
%
$
1,280.0
100.0
%
The following table presents the loss, underwriting expense and combined
ratios of our Standard Property & Casualty Reinsurance segment by line of
business and type of reinsurance for the years ended December 31, 2003, 2002
and 2001.
Loss, Expense and Combined Ratios
Year Ended December 31,
2003
2002
2001
U/W
U/W
U/W
Loss
Expense
Combined
Loss
Expense
Combined
Loss
Expense
Combined
Ratio
Ratio
Ratio(1)
Ratio
Ratio
Ratio(1)
Ratio
Ratio
Ratio(1)
%
%
%
%
%
%
%
%
%
General third party liability
92.1
%
22.1
%
114.2
%
109.4
%
19.0
%
128.4
%
132.8
%
20.0
%
152.8
%
Motor
86.3
18.4
104.7
84.8
22.8
107.6
83.2
21.8
105.0
Personal accident (assumed
from non-life insurers)
68.9
23.1
92.0
69.4
18.1
87.5
94.6
11.2
105.8
Property
46.2
24.8
71.0
52.3
23.8
76.1
84.8
18.1
102.9
Proportional
55.7
26.0
81.7
77.9
27.7
105.6
54.0
35.2
89.2
Non-Proportional
85.8
13.7
99.5
76.8
10.6
87.4
135.6
7.9
143.5
Structured/Finite
188.2
40.2
228.4
64.0
29.9
93.9
202.5
-47.1
155.4
Total
68.3
22.3
90.6
76.3
22.2
98.5
93.2
19.6
112.8
(1)
The combined ratios presented in this table exclude administration
expenses.
For an explanation of ratio calculations, please refer to the Schedule of
Segment Data on pages F-7 and F-8 of the financial statements.
For an explanation of significant loss activity, see Item 5 Operating and
Financial Review and Prospects A. Operating Results.
Specialty Lines
Overview
The Specialty Lines segments role is to develop several core specialty
lines of businesses in which we can position ourselves clearly as a market
leader and can effectively leverage our intellectual assets in risk analysis,
structuring, product design and risk modelling. The focus on specialty lines of
business is based upon the belief that Converium, with its intellectual and
structural assets, can offer unique service propositions to its chosen clients
that will allow for profit generation over the reinsurance cycle. The Specialty
Lines segment will try to capitalize on relationships developed through the
Standard Property & Casualty Reinsurance segment. In so doing, the segment
offers added value and additional service to clients, which may in turn yield
more business for the Standard Property & Casualty Reinsurance segment.
Due to the long-tail nature of much of the specialty lines of business,
the emergence of accounting profit (on the basis of U.S. GAAP) will come with a
certain time lag. Therefore, the Specialty Lines segment in its early growth
phases will be the generator of substantial operating cash flows and future
investment income, which will provide the platform for future earnings. The
high levels of carried reserves necessary for the specialty lines of business
underwritten by the segment will be capital consumptive during periods of
strong growth in written premium and may pose a constraint on the amount of
growth and business mix of the segment. Converiums challenge will be to
generate acceptable combined ratios in todays low interest rate environment,
so as to not distort published calendar year earnings.
The lines of business of the Specialty Lines segment are as follows:
Agribusiness.
We provide covers for specific named perils, traditional crop
hail, and bundled risks. These covers can apply to almost any product in the
food and fiber chain: commodity crops, specialty crops and animal crops.
Aviation & Space
. We are a leading provider of reinsurance of personal
accident and liability risks and hull damage, in connection with the operation
of aircraft and the coverage of satellites during launch and in orbit.
Credit & Surety.
Our credit coverages provide reinsurance for financial
losses sustained through the failure for commercial reasons of an insureds
customers to pay for goods or services supplied to them. Our surety business
relates to the reinsurance of risks associated with performance bonds and other
forms of sureties or guarantees issued to third parties for the fulfilment of
contractual obligations.
Engineering.
We write all lines of engineering risks including project
risks (construction all risk and erection all risk) and annual covers such as
for machinery and electronic equipment, as well as consequential loss resulting
from both project and annual risk.
Marine & Energy.
We provide reinsurance relating to the property and
liability coverage of goods in transit (cargo insurance) and the means of their
conveyance (hull insurance).
Professional liability and other special liability.
We offer specialized
underwriting, actuarial and claims expertise for all lines of professional
liability, including medical malpractice, directors and officers, architects
and engineers, accountants and lawyers liability. We also provide errors and
omissions reinsurance coverage for specialized and other lines of business,
such as insurance agents and real estate agents. Our professional liability
operations also actively develop and reinsure emerging coverages for exposures
such as tax opinions, representations and warranties, and e-commerce risk
liability.
Workers compensation.
Our workers compensation coverages are flexible
solutions that can help our clients manage their global workers compensation
risks. Our products include reinsurance for statutory workers compensation
programs, as well as individual risk excess workers compensation. Our workers
compensation reinsurance offerings range from complete coverage of a full
workers compensation program to specific carve-out coverages that address a
clients targeted concerns.
Converium aims at being an acknowledged reinsurance market leader in the
professional indemnity line of business in Europe. We intend to be among the
top reinsurance companies in credit and surety lines of business in the future
and expect to maintain our market position in aviation and space lines of
business. The importance of the agribusiness line of business in the global
portfolio will continue to increase. Outside the United States, in countries
where government social security schemes are expected to break down and private
sector solutions to grow in importance, the workers compensation line of
business is anticipated to become a more important market. The marine and
energy line of business is anticipated to remain a significant area.
The following table presents the distribution of net premiums written by
our Specialty Lines segment for the years ended December 31, 2003, 2002 and
2001.
Year
ended December 31
2003
2002
2001
$
$
$
millions
% of total
millions
% of total
millions
% of total
Specialty Lines:
Agribusiness
$
90.0
5.0
%
$
22.0
1.4
%
$
32.0
3.3
%
Aviation & space
341.8
18.8
365.3
23.4
182.8
18.9
Credit & surety
236.0
13.0
200.1
12.9
178.5
18.4
Engineering
139.9
7.7
116.1
7.5
81.5
8.4
Marine & energy
95.3
5.3
94.3
6.1
73.6
7.6
Professional
liability and other
special liability
The following table presents the loss, underwriting expense and combined
ratios of our Specialty Lines segment by line of business and type of
reinsurance for the years ended December 31, 2003, 2002 and 2001.
Loss, Expense and Combined Ratios
Year Ended December 31,
2003
2002
2001
U/W
U/W
U/W
Loss
Expense
Combined
Loss
Expense
Combined
Loss
Expense
Combined
Ratio
Ratio
Ratio(1)
Ratio
Ratio
Ratio(1)
Ratio
Ratio
Ratio(1)
%
%
%
%
%
%
%
%
%
Agribusiness
87.0
%
8.6
%
95.6
%
100.9
%
4.8
%
105.7
%
57.0
%
8.3
%
65.3
%
Aviation & space
44.3
15.4
59.7
69.9
13.0
82.9
179.9
21.8
201.7
Credit & surety
59.8
30.2
90.0
64.8
28.8
93.6
113.3
34.2
147.5
Engineering
64.7
29.7
94.4
81.7
21.9
103.6
97.8
24.2
122.0
Marine & energy
73.5
18.6
92.1
86.3
23.3
109.6
99.6
23.0
122.6
Professional
liability and other
special liability
79.2
26.5
105.7
101.0
19.5
120.5
106.8
31.7
138.5
Workers compensation
114.3
13.0
127.3
61.1
24.3
85.4
73.4
34.3
107.7
Proportional
75.6
24.1
99.7
73.5
20.9
94.4
120.1
27.2
147.3
Non-Proportional
82.3
12.4
94.7
86.7
22.9
109.6
89.6
35.7
125.3
Structured/Finite
62.5
26.0
88.5
89.4
15.2
104.6
97.0
25.9
122.8
Total
74.6
21.6
96.2
80.0
20.0
100.0
109.5
28.8
138.3
(1)
The combined ratios presented in this table exclude administration
expenses.
For an explanation of ratio calculations, please refer to the Schedule of
Segment Data on pages F-7 and F-8 of the financial statements.
For an explanation of significant loss activity, see Item 5 Operating and
Financial Review and Prospects A. Operating Results.
Life & Health Reinsurance
Overview
The Life & Health Reinsurance segment contains the following lines of
business:
Life and disability
Accident and health
We offer these lines of business on a global scale. We primarily conduct
our life and disability reinsurance business from Cologne, Germany whereas a
substantial block of our accident and health business is written in North
America. In September 1999, we implemented a strategy to substantially grow our
life reinsurance business. In 2000, we started our accident and health
business operations in North America. In addition, we have established branch
offices in Milan and Paris, and maintain life representatives in our Buenos
Aires office to locally serve the Latin American markets. We also utilize our
non-life offices in many parts of the world to facilitate direct contacts with
our life and health reinsurance clients.
As a result of these initiatives, our life and disability lines in
Continental Europe and accident and health business in North America have grown
significantly in recent years, with our net premiums written increasing from
$234.2 million in 2001 to $369.5 million in 2003.
Our primary goal is to write Life & Health Reinsurance business that
generates an attractive expected return. Our strategy focuses on:
maintaining underwriting discipline and pursuing business that is attractive on a risk-adjusted basis
pursuing growth in markets we believe offer attractive opportunities, such as Germany, the United States, Italy, France,
the Middle East, and Latin America
selectively providing services in certain target markets to build loyalty and attract premiums
providing structured/finite solutions
leveraging our capital markets expertise which, among other things, provides us with additional capacity to write business
We are seeking to grow our Life & Health business operations significantly
while not compromising our underwriting standards. We believe that Life &
Health reinsurance will represent an increasing percentage of our business in
the near future.
We are focusing on the life reinsurance business because, among other
reasons, we believe that the market for life reinsurance is growing. In
addition, life reinsurance business tends to be less cyclical than non-life
reinsurance due to more predictable claims experience.
We also believe that our health business will positively contribute to the
overall profitability of this segment. However, we have to carefully apply our
cycle management approach for the North American market because we write this
business in relatively large blocks with a small number of clients as compared
to our European market. In addition, we believe that we have acceptable risk
diversification. It is important to monitor the market development to be able
to recognize early indications of turning market conditions.
We expect that the demand from life insurers for financial support and
reinsurance services will continue to increase, particularly in Europe. We
believe our capital markets and other non-traditional expertise will help us
bring additional innovative solutions to our clients and further enhance the
market position of our life operations.
In addition to the growth in our life insurance markets described above,
we believe that the following factors will also contribute to increased demand
for life reinsurance:
demutualizations of life insurance companies
the increasing importance of non-traditional and more sophisticated life products
aging of the population
privatization of benefits that used to be provided by governments
deregulation and increased competition among primary insurance companies from new entrants, such as banks and other
financial services companies
the increasing need for products that reduce the volatility of earnings following the increasing adoption of international
accounting standards in many of the markets we serve
Competition
The reinsurance business is competitive and, except for regulatory
considerations, there are relatively few barriers to entry. We compete with
other reinsurers based on many factors, primarily:
expertise, reputation, experience and qualifications of employees
As a direct writer of reinsurance, we compete with a number of major
direct marketers of reinsurance both in local markets and internationally. We
also compete with a number of major reinsurers who write business through
reinsurance brokers, and with Lloyds of London. We believe that our largest
competitors, both locally and internationally, are:
Munich Reinsurance Company
Swiss Reinsurance Company
General Reinsurance Company, a subsidiary of Berkshire Hathaway, Inc.
Employers Reinsurance Corporation, a subsidiary of General Electric Company
Hannover Re Group, which is 51.2% owned by the mutual insurance group HDI Haftpflichtverband der Deutschen Industrie
Lloyds syndicates active in the London market
Everest Reinsurance Company
Transatlantic Reinsurance Company
SCOR
companies active in the Bermuda Market, including the Partner Re Group, XL Capital Ltd., Ace Ltd. and RenaissanceRe
Holdings Ltd.
Non-Life Underwriting, Pricing/Structuring and Accumulation Control
We regard underwriting and pricing as a core skill. Underwriting is the
process by which we identify desirable clients and lines of business, cultivate
profitable opportunities, and assess and manage our exposure, claims settlement
and reserving risk for any particular exposure. In our view, underwriting
requires a deep understanding of the client, their business and the market in
which the client operates. In evaluating business opportunities, we rely
heavily on a collaborative underwriting process that emphasizes communication
and information sharing among our underwriting, actuarial/modeling, claims,
legal and finance personnel. We bring together all of those disciplines to
properly understand, assess, price and execute policies in a manner appropriate
to the nature of the risk.
Our underwriters coordinate globally to access our expertise and balance
sheet capabilities to optimize solutions for our clients business needs. We
have underwriting specialists throughout our worldwide organization, covering a
wide range of disciplines that help us assess our global risk exposures. In an
effort to better serve our reinsurance clients, we combine our underwriters and
actuaries in client management teams. Specifically, we have access, on a global
basis, to significant internal actuarial expertise, which we deploy to assess
our non-life pricing and reserve adequacy and to develop associated capital
allocation approaches and risk models. Additionally, our underwriting process
draws upon our multidisciplinary specialists, who include engineers,
meteorologists, environmental scientists, economists, geologists, seismologists
and mathematicians. These specialists and actuaries are based around the world
and work together to ensure and facilitate the application of best practices
and the consideration of the most recent scientific developments. Moreover, we
actively utilize and develop risk models and other sophisticated tools, many of
which are proprietary.
In developing underwriting guidelines, we assess market conditions,
quality of risks, past experience, and expectations about future exposure.
Where appropriate, we seek to limit our capacity on a per claim, per event and
per year basis, and employ aggregate annual limits and index clauses, which
reset retention in the event of claims inflation. The overall objective of
these procedures is to achieve an appropriate expected return on equity while
safeguarding our solvency and creditworthiness. In particular, we seek to
maintain a sufficient level of overall capital to retain a strong financial
strength rating under normal circumstances and a strong investment grade rating
in the event of a significant loss.
During the underwriting process, we carefully seek to ensure that we
employ coherent and consistent structures, pricing and wording such that all of
our contracts and commitments are in line with our underwriting guidelines.
Compliance with
these rules is regularly reviewed by our senior management, which may
effect adjustments as deemed appropriate. For non-standard transactions, our
legal staff is involved both in transaction structuring and contract wording
throughout the process.
Additionally, during the underwriting process, we assess and seek to
control the amount and concentration of risk underwritten for various areas by
analyzing aggregates and accumulation by region, peril or line of business,
such as property catastrophe, aviation, marine, agribusiness and credit and
surety. We normally use proprietary as well as commercially available tools to
monitor our accumulations and relate them to our overall risk appetite.
Aggregates are revised regularly and adapted in line with our current strategy
and risk-bearing willingness and ability, and transformed into rules and
parameters for underwriting decisions.
In pricing business, we analyze various aspects of a prospective non-life
reinsureds business including, but not limited to, historical and projected
loss and exposure data, future loss costs, financial stability and history,
classes and nature of underlying business and policy forms, underwriting and
claims guidelines, aggregation of loss potential (between contracts), the
dependence of risk factors relevant to the proposed policy with those relevant
to the rest of our portfolio, existing reinsurance programs (including
potential uncollectible reinsurance), and the quality and experience of
management.
Our core pricing approach is to estimate the underlying frequency and
severity of distributions so that we can develop an aggregate probability
distribution of ultimate loss. In order to understand the cash flows, we
estimate premium collection and loss payout patterns. Taking into account the
transaction structure, we then create an aggregate probability distribution of
the profit function of the contract and reflect investment income generated by
the cash flows as well as all expenses and taxes. From this, we estimate the
expected performance excess of the profit expectation of the contract as well
as the risk capital required by the contract. The risk capital is a function of
the potential for loss from the contract, the duration of the liabilities and
the correlation of the risk factors with the remainder of our book of business.
The contracts expected performance excess of the profit is compared to its
risk based capital to determine its profitability level. We also consider other
items such as client and line of business desirability and associated business
opportunities. We develop or enhance additional tools to assess non-traditional
contracts where necessary or appropriate. For specialized lines, such as
aviation, agribusiness and credit and surety, we have developed and continue to
enhance pricing models that specify a particular pricing based on a number of
risk factors including, for instance, financial risks such as interest rate
volatility and stock or commodity market returns. Our comprehensive approach to
risk modeling, and our integration of analytical expertise in client-focused
teams, allows us to quantify the potential financial impact of these measurable
risks.
Our models give us the capability to easily and quickly analyze a contract
under numerous structures. This in turn allows us to be creative, innovative
and responsive in seeking to create a structure that satisfies our profit goals
and risk appetite while simultaneously satisfying our clients objectives. Due
to our modeling expertise and development of very fast algorithms and
simulations, we are able to price different structures promptly. We are able to
access our pricing system and database online and from anywhere around the
world via telecommunication.
In order to fully realize the value of this ability, we seek to gain a
deep and thorough understanding of the subject business being covered. For most
of our business, including all large and complex contracts, actuaries and other
technical experts are part of the transaction team. They visit the client,
build the models, and jointly with the underwriters price and structure the
transaction. For the remainder of our business, internal actuaries or other
experts including engineers, meteorologists, environmental scientists,
economists, geologists, seismologists and mathematicians provide the analytic
tools for the underwriters use.
In order to provide maximum feedback to our underwriting teams, we have
developed management information systems that track the profitability of each
contract from the time it is written until the last dollar is paid. We compare
ultimate loss ratios with our original expectations. This information then
populates our database. We then have the ability to extract information from
our database and analyze the relationships between historic profitability and
such variables as size of contract, production source, structure of transaction
and size of client.
Non-Life Claims Management
Individual claims reported to our non-life operating units are monitored
and managed by the claims departments at each unit depending on their
respective thresholds. At this level, claims administration includes reviewing
initial loss reports, monitoring claims handling activities of clients,
requesting additional information where appropriate, establishing initial case
reserves and approving payment of individual claims. Authority for payment and
establishing reserves is always established in levels, depending upon rank and
experience in the company.
In addition to managing reported claims and conferring with ceding
companies on claims matters, our claims departments conduct periodic audits of
specific claims and the overall claims procedures of our clients at the offices
of ceding companies. We rely on our ability to effectively monitor the claims
handling and claims reserving practices of ceding companies in order
to establish the proper reinsurance premium for reinsurance agreements and
to establish proper loss reserves. Moreover, prior to accepting certain risks,
our claims departments are often requested by underwriters to conduct
pre-underwriting claims audits of prospective ceding companies.
We attempt to evaluate the ceding companys claims-handling practices,
including the organization of their claims departments, their fact-finding and
investigation techniques, their loss notifications, the adequacy of their
reserves, their negotiation and settlement practices and their adherence to
claims-handling guidelines. Following these audits, the claims departments
provide feedback to the ceding company, including an assessment of the claims
operation and, if appropriate, recommendations regarding procedures, processing
and personnel.
Our three main hubs work together to coordinate global issues in a
cooperative effort involving claims services, actuarial, risk modeling and
underwriting functions. For example, our claims services personnel help
coordinate the establishment of proper reserving and risk assessment functions
across our global organization.
The claims departments are available to provide value-added services to
customers, e.g., assessment, consultation, hosting professional seminars,
issuing publications, including surveys on topics of interest, as well as
maintaining a claims-related website.
Our North American unit has developed Converium Claim, a website which
facilitates our North American claims management functions. Through Converium
Claim, our clients have convenient and secure access to our claims payment
database to inquire about the status of payments due on proof of loss claims.
Life Operations Underwriting and Claims
We have developed underwriting guidelines, policies and procedures with
the objective of controlling the quality and pricing of the life reinsurance
business we write. Our life reinsurance underwriting process emphasizes close
collaboration among our underwriting, actuarial, administration and claims
departments. We determine whether to write reinsurance business by considering
many factors, including the type of risks to be covered, ceding company
retention and binding authority, product and pricing assumptions and the ceding
companys underwriting standards, financial strength and distribution systems.
We believe that one of our strengths is our expertise in medical
underwriting. We seek to work closely with our clients and, as a value-added
service, share this expertise in order to build client loyalty and better
understand their risks. Additionally, we maintain a website for the German
market that provides information on medical underwriting-related topics which
may be accessed and utilized by our ceding companies.
We generally do not assume 100% of a life reinsurance risk and require the
ceding company to retain at least 20% of every reinsured risk. We regularly
update our underwriting policies, procedures and standards to take into account
changing industry conditions, market developments and changes in medical
technology. We also endeavor to ensure that the underwriting standards and
procedures of our ceding client entities are compatible with ours. Toward this
end, we conduct periodic reviews of our ceding companies underwriting and
claims procedures.
Life, accident and disability claims generally are reported on an
individual basis by the ceding company. In case of large, difficult or doubtful
claims, cedents provide us with all supporting documents. We also investigate
claims generally for evidence of misrepresentation in the policy application
and approval process. In addition to reviewing and paying claims, we monitor
both specific claims and overall claims handling procedures of ceding
companies.
We monitor the loss development of our life reinsurance treaties and
compare them to our expected returns on a regular basis. In the case of
significant deviations, we may seek to negotiate alternative contract
provisions, including increased premiums or higher retentions.
For our life reinsurance business, the interaction between our actuaries
and underwriters is very close, as most of our underwriters are also
mathematicians. We use commercial as well as proprietary tools to assess the
profitability of the business. Our life underwriting seeks to ensure that our
expected stream of distributable profits will earn an adequate risk-adjusted
return. Our analysis also includes sensitivity measures to control the risk
exposure of our global portfolio.
Catastrophe Risk Management
Natural peril and man-made catastrophe risk management is an essential
part of our overall corporate risk management plan. To help us globally measure
and monitor our exposure to natural catastrophic events, we have established a
Global Catastrophe Group comprised of senior management members with
underwriting, actuarial, risk management and other
specialized expertise. This group meets on a quarterly basis to review
relevant aspects of our catastrophe underwriting and risk management.
An integral part of our Global Catastrophe Group is our Natural Hazards
Team, located in Zurich. This specialized team provides services and support to
our underwriters and pricing actuaries in our offices around the world. Natural
Hazards Team members are integrated with our actuarial and risk modeling staff.
We believe that centralizing key catastrophe risk functions in our Natural
Hazards Team helps produce a consistent catastrophe exposure analysis across
our global operations. For example, our catastrophe risk specialists design,
maintain and support state-of-the-art risk modeling software to which our
underwriters have direct access.
In addition, we have adopted a central monitoring system (our Global Cat
Data Platform), which helps us to manage our worldwide accumulations of
catastrophe risk by peril and region. In our global analyses we focus on key
zones where we face a geographic concentration or peak exposures, such as U.S.
hurricane risk. This centralized analysis is essential for a global reinsurer
such as Converium, since we may write business for the same peril or region
from more than one of our worldwide offices. Also, we endeavor to monitor clash
potential, both from lines other than property catastrophe as well as between
certain perils and regions.
A major component of our natural catastrophe risk management approach is
to employ global portfolio optimization and geographic diversification.
Utilizing careful risk selection, pricing, and modeling of portfolio additions,
we seek to diversify our exposures while optimizing available capacity and
maximizing our expected return on equity. This approach helps us to fully
capitalize on the natural catastrophe reinsurance premiums our global balance
sheet will support, while reducing the expected net impact of catastrophe
losses. We believe this strategy leaves us well positioned to write additional
business during periods of improving market conditions.
The principal goals of our natural hazard risk management procedures
include:
Measuring, monitoring and managing natural hazard exposures:
For
measuring natural hazard exposures, we use specially developed
software and techniques. For example, we use third-party models
developed by specialized consultants to assist with catastrophe
underwriting and accumulation control. We also compare models for
certain perils or regions where our models indicate higher
variability. In addition, we have developed fully proprietary
probabilistic tools to enhance the utility of our models.
Supporting risk mitigation measures:
Our global monitoring system
helps us to measure our accumulation of individual risks by peril and
region. During renewal season, we seek to perform these functions on a
continuous basis. In addition, we conduct a combined analysis for our
worldwide portfolio at least on a quarterly basis. We believe that
this centralized, global review helps us to monitor and manage our
natural catastrophe loss potential and to take remedial action if our
accumulations reach unacceptable levels. In addition, our monitoring
system serves as the basis for structuring our own reinsurance
protection.
Assisting with optimal capacity utilization:
We use return on risk
based capital considerations to help us to optimize expected profits
from our catastrophe portfolio and to seek to improve its performance.
We do this by dynamically adjusting capacity allocation during renewal
periods as business is written, thereby optimizing our worldwide
capacity and exploiting our diversification potential. We also review
pricing levels in several markets prior to renewal, in order to
incorporate this information in our business strategy.
Supporting clients in all elements of natural hazards risk management:
The expertise developed by our catastrophe risk specialists in
understanding and managing catastrophe risk allows us to assist our
clients in assessing their own loss potential and in designing
efficient risk transfer mechanisms. Further, we utilize our expertise
to influence property catastrophe exposure reporting in the industry.
For example, we led the enhancement of the market standard for the
exchange of exposure data (CRESTA plus) between primary and
reinsurance companies, thereby assisting market participants to adopt
common reporting and better understand their natural catastrophe
exposures. The data format is easy and flexible to use. It allows an
efficient exposure and loss data exchange between insurance and
reinsurance companies. We believe that the use of CRESTA plus improves
data quality, will enable more accurate risk assessment, and helps
save time and reduce costs.
Following post-disaster loss developments:
Our catastrophe risk
specialists produce estimates of our expected losses promptly after a
catastrophe event. This rapid review helps us assess our liquidity
needs and determine whether we need to take any remedial action. In
addition, we regularly study catastrophe developments to improve our
probabilistic models.
The majority of the natural catastrophe reinsurance we write relates to
exposures within the United States, Europe and Japan. Accordingly, we are
exposed to natural catastrophic events which affect these regions, such as U.S.
hurricane, California earthquake, European windstorm and Japanese earthquake
events. Our estimated potential losses on a probable maximum loss (PML) basis,
before giving effect to our retrocessional protection, are currently managed to
a self-imposed maximum gross event limit of $500 million for a 250-year return
period loss.
We use retrocessional reinsurance protection to assist our efforts to
ensure that our risk tolerance is not exceeded on a per event or aggregate
basis. We actively seek to combine traditional reinsurance protection with
capital market solutions, in order to diversify our sources of risk bearing
capital and, in particular, to provide us with additional protection in our
higher retrocessional layers for up to approximately a 250-year event.
We have developed substantial capital markets expertise, which we can use
both to provide additional capacity to our clients and to improve our own
results and risk profile. The key business reasons for using a capital
markets-based solution rather than traditional reinsurance are as follows:
The lack of availability of high credit quality reinsurance protection at competitive prices for California earthquakes,
U.S. hurricanes and European windstorms
The ability to achieve protection at stable prices for a multi-year period
To obtain better post-event liquidity relief compared to traditional retrocessionaires practices
To diversify sources of risk bearing capacity from more traditional reinsurance products
For example, we have entered into a catastrophe agreement with Zurich
Insurance Company (ZIC) based on ZICs transaction with TRINOM Ltd. to reduce
our net retained loss for large catastrophe events that produce losses greater
than what is referred to in the industry as a once in 100 years magnitude.
Perils covered by TRINOM and our catastrophe agreement with ZIC, which we refer
to as the Catastrophe Agreement, include U.S. hurricane, U.S. earthquake, and
European windstorm losses that occur before June 13, 2004. See
Catastrophe
Protection.
Lastly, as respects man-made catastrophes such as acts of terrorism, we
have recently introduced a conservative monitoring and accumulation approach.
We utilize a matrix system to track for each contract the level of exclusion
(absolute or partial, sub limit or other) and its level of exposure. This
allows us to assess and estimate our current portfolio-wide terrorism
aggregates by adding contract exposure and taking into account its level of
exclusion. While our methodology is being further developed and refined, it
enables a conservative monitoring of our current exposure.
Retrocessional Reinsurance
We purchase retrocessional reinsurance to better manage risk exposures,
protect against catastrophic losses, access additional underwriting capacity
and to stabilize financial ratios. The insurance or indemnification of
reinsurance is called a retrocession, and a reinsurer of a reinsurer is called
a retrocessionaire. We aggregate our ceded risk across our operations to
achieve superior terms and pricing for our retrocessional coverage and to help
us better assess our overall portfolio risk. Additionally, we incorporate the
use of retrocessional coverage as a component of our underwriting process.
The major types of retrocessional coverage we purchase include the
following:
specific coverage for certain property, engineering, marine, aviation, satellite, motor and liability exposures
catastrophe coverage for property business
casualty clash coverage for potential accumulation of liability from treaties and facultative agreements covering losses
arising from the same event or occurrence
aggregate stop loss protections
We have established a control procedure whereby our Chief Executive
Officer and Chief Technical Officer, along with the other members of our senior
executive team, reviews the business purpose for all reinsurance purchases. Our
senior executive team, generally our Chief Technical Officer, approves all
purchases before they are bound.
Prior to entering into a retrocessional agreement, we analyze the
financial strength and rating of each retrocessionaire.
Afterwards, the financial performance and rating status of all material
retrocessionaires is monitored.
Retrocessional reinsurance arrangements generally do not relieve us from
our direct obligations to our reinsureds. Thus, a credit exposure exists with
respect to reinsurance ceded to the extent that any retrocessionaire is unable
or unwilling to meet the obligations assumed under the retrocessional
agreements. At December 31, 2003, we held $635.3 million in collateral as
security under related retrocessional agreements in the form of deposits,
securities and/or letters of credit. We are able to access outside capacity for
both traditional and non-traditional coverage and therefore are not dependent
upon any single retrocessional market.
In the event our retrocessionaires are not able or willing to fulfill
their obligations under our reinsurance agreements with them, we will not be
able to realize the full value of the reinsurance recoverable balance. We
record a reserve to the extent that reinsurance recoverables are believed to be
uncollectible. The reserve is based on an evaluation of each retrocessionaires
individual balances and an estimation of their uncollectible balances.
Allowances of $35.4 million and $17.4 million have been recorded for estimated
uncollectible receivables and reinsurance recoverables at December 31, 2003 and
2002, respectively.
The following table sets forth Converiums ten largest retrocessionaires
as of December 31, 2003, based on 2003 ceded premiums written, and their
respective Standard & Poors or A.M. Best financial strength rating.
Retrocessionaire
Amount ceded
S&P/A.M. Best
Retrocessionaire
Group
$ millions
% of total
Rating
PartnerRe U.S. Group
PartnerRe Group
$
57.7
14.6
%
AA-/A+
National Indemnity Company
Berkshire Hathaway Insurance Group
41.9
10.6
AAA/A++
Interpolis Reinsurance Services Ltd
Rabobank
32.0
8.1
NR
Manulife Europe
Manulife Europe
23.9
6.0
NR
Helvetia Patria Versicherung
Helvetia
23.1
5.8
BBBpi/NR
Inter-Ocean Reinsurance Co. Ltd
Inter-Ocean Holdings
20.2
5.1
A/A
Folksamerica Reinsurance Company
White Mountains Insurance Group
18.2
4.6
A-/A
PXRE Reinsurance Company
PXRE Group
13.3
3.3
A/A
Royal & Sun Alliance
Royal & Sun Alliance Insurance Group
12.5
3.1
A-/A-
DR Swiss
Deutsche Rück
10.0
2.5
Api/NR
Total provided by top ten
retrocessionaires, and percentage
of total retrocessional reinsurance
$
252.7
63.7
%
Total retrocessional reinsurance
$
396.9
100.0
%
As a consequence of the Formation Transactions, Converium AG has assumed
both the benefits and the financial risks relating to third-party reinsurance
recoverables under the Quota Share Retrocession Agreement. We manage all
third-party retrocessions related to the business reinsured by Converium AG
under the Quota Share Retrocession Agreement. ZIC and Zurich International
Bermuda Ltd (ZIB) are obligated under the Quota Share Retrocession Agreement,
during its term, to maintain in force, renew or purchase third-party
retrocessions covering the business covered by the Quota Share Retrocession
Agreement at the sole discretion of Converium.
In addition, Zurich Financial Services, through its subsidiaries, provided
us with a degree of retrocessional reinsurance coverage following the Formation
Transactions. In particular, Zurich Financial Services, through its
subsidiaries, has agreed to arrangements that cap our net exposure for losses
and loss adjustment expenses arising out of the September 11th terrorist
attacks at $289.2 million, the amount of loss and loss adjustment expenses we
recorded as of September 30, 2001. As part of these arrangements, subsidiaries
of Zurich Financial Services have agreed to take responsibility for non-payment
by the retrocessionaires of Converium AG and Converium Rückversicherung
(Deutschland) AG with regard to losses arising out of the September 11th
attacks. While the cap does not cover non-payment by the retrocessionaires of
Converium Reinsurance (North America) Inc., our only retrocessionaire for this
business is a unit of Zurich Financial Services. Therefore, we are not exposed
to potential non-payments by retrocessionaires for this event in excess of the
$289.2 million cap, although we will be exposed to the risk of non-payment of
Zurich Financial Services units and we will be exposed to credit risk from
these subsidiaries of Zurich Financial Services.
Catastrophe Protection
As of December 31, 2003, Converium has entered into agreements for
coverage of losses related to certain catastrophic loss events. These
agreements include both traditional reinsurance as well as a catastrophe
agreement described more fully below. The traditional reinsurance agreements
cover losses from a first event in excess of $75.0 million.
In June 2001, ZIC entered into a transaction with Trinom Ltd, a Bermuda
company that ultimately provides ZIC with specific high limit catastrophe
protection. Trinom is a special purpose entity (SPE) established by ZIC in
Bermuda, which issued all of its common shares to a Bermuda trust. Trinoms
business consists solely of issuing three-year catastrophe securities to
third-party qualified investors in the form of preference shares and two
classes of notes. Simultaneous with the offering of these securities, Trinom
entered into a counterparty contract with ZIC whereby Trinom will make payments
to ZIC from its funds to cover defined catastrophic losses in the United States
and Europe. ZIC is required to make payments to Trinom based on the balance of
Trinoms funds and the magnitude of its losses. The owners of the securities
are entitled to receive their original investment, plus interest on the notes
or dividends on the preference shares, both paid quarterly, less any loss
payments made to ZIC.
Additionally, as part of the Formation Transactions, ZIC and Converium AG
have entered into a catastrophe derivative agreement (the Catastrophe
Agreement) in the form of a purchased option whereby Converium AG receives
protection from ZIC under terms similar to ZICs protection under the Trinom
transaction. Converium AG will pay ZIC amounts at least equal to the payments
made by ZIC to Trinom. Similarly, Converium AG is entitled to receive payments
from ZIC that are similar to those that ZIC is entitled to receive from Trinom.
However, there is no contractual relationship between Converium AG and Trinom
as only ZIC is the legal counterparty to the Trinom transaction. This
Catastrophe Agreement is effective as of June 18, 2001, and will remain in
effect for the same period as ZICs agreement with Trinom, including any
extension thereto.
The coverage ZIC and ultimately Converium AG have obtained from the Trinom
transaction and the related Catastrophe Agreement is expected to reduce
Converium AGs net retained loss for large catastrophe events that produce
insured losses greater than what is referred to in the industry as once in 100
years magnitude. Perils covered by the Trinom transaction and the Catastrophe
Agreement include only U.S. hurricane, California earthquake, and European
windstorm losses that occur before June 13, 2004. Discussions are currently
underway to obtain reinsurance protection for catastrophic losses upon the
expiration of the Trinom transaction and the related Catastrophe Agreement in
June 2004.
Payments from Trinom to ZIC, and similarly from ZIC to Converium AG, are
based on modeled reinsurance losses for ZIC and ultimately Converium AGs
exposures at the time of the Trinom transaction. In a modeled loss contract,
the covered partys aggregate exposure to each geographical region and type of
catastrophe, by line of business, is compared to industry-wide data in order to
produce the covered partys market share of particular loss events by line of
business using commercially available natural catastrophe loss simulation
modeling software. The software simulates a catastrophe, at various levels of
severity, by generating certain probabilistic loss distributions, in order to
calculate industry-wide losses and the corresponding losses for the covered
party on a ground-up basis, by line of business. These losses are then
compared to the modeled loss contracts to determine the amount of the covered
partys recovery in respect of such an event.
Because the Trinom transaction is in two tranches, Converium AGs coverage
under the Catastrophe Agreement is also effectively in two tranches. The first
tranche provides first event coverages of approximately $65.0 million on 68% of
losses that exceed a modeled range of losses from $209.0 million to $227.0
million; and the second tranche provides $97.0 million of coverage on 100% of
second and subsequent event losses that exceed a modeled range of losses from
$100.0 million to $133.0 million. The amount of losses that must be incurred
before coverage applies relates to the type of loss event, e.g. earthquake,
hurricane or windstorm. The expected annual cost of the Catastrophe Agreement
to Converium AG is approximately $9.4 million. However, if Converium collects
amounts as a result of a loss event that is protected by the Catastrophe
Agreement, Converium will be required to pay higher amounts for the remainder
of the Catastrophe Agreements term, and to reduce the recovery by these higher
amounts.
Loss and Loss Adjustment Expense Reserves
Establishment of Loss and Loss Adjustment Expense Reserves
We are required by applicable insurance laws and regulations and U.S. GAAP
to establish reserves for payment of losses and loss adjustment expenses that
arise from our products. These reserves are balance sheet liabilities
representing estimates of future amounts required to pay losses and loss
adjustment expenses for insured claims which have occurred at or before the
balance sheet date, whether already known to us or not yet reported.
Significant periods of time can elapse between the occurrence of an insured
claim, its reporting by the insured to the primary insurance company and from
the insurance company to its reinsurance company. Loss reserves fall into two
categories: reserves for reported losses and loss adjustment expenses, and
reserves for incurred but not reported, or IBNR, losses and loss adjustment
expenses.
Upon receipt of a notice of claim from a ceding company, we establish a
case reserve for the estimated amount of the ultimate settlement. Case reserves
are usually based upon the amount of reserves reported by the primary insurance
company and may subsequently be supplemented or reduced as deemed necessary by
our claims departments. We also establish reserves for loss amounts that have
been incurred but not yet reported, including expected development of reported
claims.
These IBNR reserves include estimated legal and other loss adjustment
expenses. We calculate IBNR reserves by using generally accepted actuarial
techniques. We utilize actuarial tools that rely on historical and pricing
information and statistical models as well as our pricing analyses. We revise
these reserves for losses and loss adjustment expenses as additional
information becomes available and as claims are reported and paid.
Our estimates of reserves from reported and unreported losses and related
reinsurance recoverable assets are reviewed and updated. Adjustments resulting
from this process are reflected in current income. The analysis relies upon the
basic assumption that past experience, adjusted for the effect of current
developments and likely trends, is an appropriate basis to estimate our current
loss and loss adjustment expense liabilities. Because estimation of loss
reserves is an inherently uncertain process, quantitative techniques frequently
have to be supplemented by professional and managerial judgment. In addition,
trends that have affected development of reserves in the past may not
necessarily occur or affect reserve development to the same degree in the
future.
The uncertainty inherent in loss estimation is particularly pronounced for
long-tail lines such as umbrella, general and professional liability and motor
liability, where information, such as required medical treatment and costs for
bodily injury claims, will only emerge over time. In the overall reserve
setting process, provisions for economic inflation and changes in the social
and legal environment are considered. The uncertainty inherent in the reserving
process for primary insurance companies is even greater for the reinsurer. This
is because of, but not limited to, the time lag inherent in reporting
information from the insurer to the reinsurer and differing reserving practices
among ceding companies. As a result, actual losses and loss adjustment expenses
may deviate, perhaps materially, from expected ultimate costs reflected in our
current reserves.
In setting reserves, we utilize the same integrated, multi-disciplinary
approach we use to establish our reinsurance prices. After an initial analysis
by members of our actuarial staff, preliminary results are shared with
appropriate underwriters, pricing actuaries, claims and finance professionals
and senior management. Final actuarial recommendations incorporate feedback
from these professionals.
We have developed a proprietary global loss reserve estimation system,
which we refer to as FRAME. It applies a number of standard actuarial reserving
methods on a contract-by-contract basis. This allows us to calculate estimates
of IBNR for each transaction based on its own characteristics.
FRAME Reserving Methodology
Expected Loss/Expected Loss Ratio
Reinsurance contracts are typically priced using proprietary pricing
models. The expected loss ratio for each reinsurance contract is normally the
expected loss ratio derived at the pricing of the reinsurance contract and may
be subject to adjustments based on re-pricing of the reinsurance contract.
All reserve indications are conducted at the reinsurance contract level
typically on a gross and retro basis; net loss and allocated loss adjustment
expense reserve indications are typically derived by netting gross and retro
loss and allocated loss adjustment expense reserve indications. Unallocated
loss adjustments expense reserve provisions are derived at the business segment
level.
Every reinsurance contract is assigned to a reserving group referred to as
a Reserve Equity Cell or REC. Each REC typically contains reinsurance contracts
with identical or similar characteristics in respect to:
underlying risk (e.g. line of business), geographic region or treaty type (i.e. proportional or non-proportional); and
the time period at which losses are expected to be paid and reported (i.e. expected paid loss development factors and
expected reported loss development factors).
For each REC, expected paid loss development factors and expected reported
loss development factors are derived from either:
statistics developed by pricing actuaries, or
actual paid loss and reported loss (of the reinsurance contracts
assigned to a given REC) aggregated into underwriting year triangles.
It is our policy to review regularly expected paid loss development
factors and expected reported loss development factors for each REC.
For each REC and underwriting year, ultimate losses are projected using
the following five standard actuarial methods:
Expected Loss Method (normally derived from pricing as described above)
Paid Loss Bornhuetter Ferguson Method
Incurred Loss Bornhuetter Ferguson Method
Paid Loss Development Method
Incurred Loss Development Method
For each reinsurance contract within a given REC and underwriting year,
one reserving method is selected based on professional actuarial judgment.
Standard practice is to select the expected loss method for a relatively
immature underwriting year (i.e. underwriting year and REC for which the
expected reported loss as at the valuation period (e.g., December 31, 2003) is
less than 50% of the ultimate loss that will eventually be reported) when the
actual loss experience is not yet deemed credible. In addition, actual reported
losses and expected reported losses are compared and in cases where the actual
versus expected are materially different, the reserving actuary may (especially
if the actual losses reported are higher than expected) either:
select a different actuarial method (i.e. to be more responsive to actual loss experience)
revise the expected loss (see expected loss / expected loss ratio above)
revise the expected paid loss and / or expected reporting loss patterns
The indicated ultimate loss is intended to represent the expected ultimate
loss for the full exposure of each contract at the reserving date (e.g.
December 31, 2003). Additional reserve provisions can be added for known losses
(notified) that have not been recorded yet in our system.
Typically the indicated ultimate loss for each contract is then adjusted
by the ratio of base earned premium to ultimate base premium in order to
calculate a reserve provision (IBNR) only to the exposed / expired portion of
the reinsurance contract as of the reserving date. A base premium is a premium
which excludes loss sensitive premium adjustments.
In essence, for each REC and underwriting year we select best estimate of
ultimate losses within a reasonable range. The range estimates are done at the
REC level and are not aggregated to the business segment or consolidated level.
In addition to these bottom-up approaches we utilize standard top down
analyses. For these methods we aggregate the majority of our business into a
limited number of homogeneous classes and apply standard actuarial reserving
techniques. This provides an alternative view that is less dependent on pricing
information.
In accordance with U.S. GAAP, we do not establish contingency reserves for
future catastrophic losses in advance of the events occurrence. As a result, a
catastrophe event may cause material volatility in our incurred losses and
reserves and a material impact on our reported income, subject to the effects
of our retrocessional reinsurance. For further details on our catastrophe risk
and reinsurance programs, see Catastrophe Risk
Management and
Retrocessional Reinsurance.
Adequacy of Reserves
Given the inherent uncertainty of the loss estimation process described
above, we employ a number of methods to develop a range of estimates. On the
basis of our actuarial reviews, we believe our liability for gross losses and
loss adjustment expenses, referred to as gross reserves, and our gross reserves
less reinsurance recoverables for losses and loss adjustment expenses ceded,
referred to as net reserves, at the end of all periods presented in our
financial statements were determined in accordance with our established
policies and were reasonable estimates based on the information known at the
time our estimates were made. These analyses were based on, among other things,
original pricing analyses as well as our experience with similar lines of
business, and historical trends, such as reserving patterns, exposure growth,
loss payments, pending levels of unpaid claims and product mix, as well as
court decisions and economic conditions. However, since the establishment of
loss reserves is an inherently uncertain process, the ultimate cost of
settling claims may exceed our existing loss and loss adjustment expense
reserves, perhaps materially. Any adjustments that result from changes in
reserve estimates are reflected in our results of operations.
Unforeseen losses, the type or magnitude of which we cannot predict, may
emerge in the future. These additional losses could arise from newly acquired
lines of business, changes in the legal environment, extraordinary events
affecting our clients such as reorganizations and liquidations or changes in
general economic conditions. We continue to conduct pricing and loss reserving
studies for many casualty lines of business, including those in which
preliminary loss trends are noted. In 2003, there was $31.3 million net
positive development on prior years loss reserves, consisting of positive
development of $49.4 million in the Standard Property & Casualty Reinsurance
segment, offset by $18.1 million of adverse development in the Specialty Lines
segment. Risk diversification is a basic risk management tool in the insurance
and reinsurance industry; as a multi-line reinsurer there are always likely to
be reserve adjustments at the line of business level. Our book of business is
broadly diversified by line of business as well as balanced by region and by
the expected duration of its claims obligations.
The reserve strengthening of $148.5 million in 2002 and $123.6 million in
2001 as described below in the Loss Reserve Development section was
determined in accordance with our loss reserving policies as
described in
Establishment of Loss and Loss Adjustment Expense Reserves, and was recorded
in accordance with our established accounting policies as described in Note
2(c) of our financial statements. Under these policies, we review and update
our reserves as experience develops and new information becomes known, and we
bring our reserves to a reasonable level within a range of reserve estimates by
recording an adjustment in the period when the new information confirms the
need for an adjustment.
Effects of Currency Fluctuations
A significant factor affecting movements in our net reserve balances has
been currency exchange rate fluctuations. These fluctuations affect our
reserves because we report our results in U.S. dollars. As of December 31,
2003, approximately 39% of our non-life reinsurance reserves are for
liabilities that will be paid in a currency other than the U.S. dollar. We
establish these reserves in original currency, and then, during our
consolidation process, translate them to U.S. dollars using the exchange rates
as of the balance sheet date. Any increase or decrease in reserves resulting
from this translation process is recorded directly to shareholders equity and
has no impact on current earnings. When new losses are incurred or adjustments
to prior years reserve estimates are made, these amounts are reflected in the
current year net income at the average exchange rates for the period.
Loss Reserve Development
The first table below presents changes in the historical non-life loss and
loss adjustment expense reserves that we established in 1994 and subsequent
years. The top lines of the tables show the estimated loss and loss adjustment
reserves, gross and net of reinsurance, for unpaid losses and loss adjustment
expenses as of each balance sheet date, which represent the estimated amount of
future payments for all losses occurring prior to that date. The upper, or
paid, portion of the first table presents the cumulative amount of payments of
the loss and loss adjustment expense amounts through each subsequent year in
respect of the reserves established at each initial year-end. Losses paid in
currencies other than the U.S. dollar are translated at consolidation into U.S.
dollars using the average foreign exchange rates for periods in which they are
paid. The lower, or reserve re-estimated portion, gross and net of reinsurance,
of the first table shows the re-estimate of the initially recorded loss and
loss adjustment expense reserve as of each succeeding period-end, including
claims paid, but recalculated using the foreign exchange rates for each
subsequent period-end. The reserve estimates change as more information becomes
known about the actual losses for which the initial reserves were established.
The cumulative redundancy/(deficiency) lines at the bottom of the table are
equal to the initial reserves less the liability re-estimated as of December
31, 2003.
Conditions and trends that have affected the development of our reserves
for losses and loss adjustment expenses in the past may or may not necessarily
occur in the future, and accordingly, our future results may or may not be
similar to the information presented in the tables below.
Zurich Financial Services and its subsidiaries, including the entities
then operating under the Zurich Re brand name, retroactively adopted
International Accounting Standards, or IAS, as of January 1, 1995. As a
consequence, consolidated loss development data for Converium entities is not
available on a consistent accounting basis prior to December 31, 1994 and is
therefore not presented in this annual report. The inconsistencies prior to
December 31, 1994 principally arise from Converium entities having used
different reserving methodologies on a country-by-country basis as was allowed
under generally accepted accounting principles in Switzerland. As an example,
some European reserving practices have historically tended to be highly
conservative, and therefore not consistent with IAS and U.S. GAAP best
estimate practices. Accordingly, we have only been able to provide a
consolidated loss development table commencing with December 31, 1994. As of
December 31, 2003, net reserves for losses and loss adjustment expenses
included approximately $181.1 million of reserves related to losses from
accident years 1994 and prior, or 2.8% of net reserves as of December 31, 2003.
The table below presents our loss and loss adjustment expense reserve
development as of the dates indicated.
As of December 31,
1994
1995
1996
1997
1998
1999
2000
2001
2002
2003
($ in millions)
Gross reserves for losses and loss
adjustment expenses
$
1,468.9
$
1,891.4
$
2,245.3
$
2,636.4
$
2,988.1
$
3,545.7
$
4,546.0
$
5,710.5
$
6,821.3
$
7,842.8
Reinsurance recoverable
59.6
102.9
106.9
290.1
457.3
704.9
1,212.2
1,545.0
1,459.8
1,385.4
Initial net reserves for losses and
loss adjustment expenses
$
1,409.3
$
1,788.5
$
2,138.4
$
2,346.3
$
2,530.8
$
2,840.8
$
3,333.8
$
4,165.5
$
5,361.5
$
6,457.4
Cumulative paid as of:
One year later
405.9
443.9
466.0
514.5
610.0
850.6
885.2
1,101.6
1,464.7
Two years later
611.1
669.4
721.2
843.0
968.8
1,339.2
1,501.0
2,010.2
Three years later
736.2
803.1
921.7
1,064.4
1,250.7
1,670.1
2,066.2
Four years later
815.4
927.0
1,062.2
1,261.7
1,438.6
2,023.5
Five years later
896.9
1,007.7
1,178.3
1,336.5
1,622.3
Six years later
949.9
1,093.8
1,197.5
1,436.7
Seven years later
1,006.5
1,087.1
1,249.3
Eight years later
986.5
1,115.7
Nine years later
1,004.1
Net reserves re-estimated as of:
One year later
1,457.6
1,763.3
1,901.5
2,145.6
2,292.7
2,815.5
3,405.3
4,292.4
5,597.8
Two years later
1,499.0
1,642.6
1,853.5
2,051.3
2,274.9
2,922.4
3,599.5
4,551.5
Three years later
1,364.6
1,617.7
1,736.4
1,970.4
2,300.8
3,027.2
3,802.1
Four years later
1,396.2
1,541.1
1,677.3
1,989.1
2,333.7
3,171.9
Five years later
1,339.0
1,468.9
1,661.2
1,990.7
2,410.7
Six years later
1,284.5
1,452.9
1,645.9
2,013.0
Seven years later
1,260.1
1,446.1
1,649.3
Eight years later
1,263.3
1,448.7
Nine years later
1,272.4
Reinsurance recoverable re-estimated
as of December 31, 2003
130.5
246.5
337.6
427.0
692.1
1,307.3
1,758.6
1,703.8
1,510.6
Gross reserves re-estimated as of
December 31, 2003
1,402.9
1,695.2
1,986.9
2,440.0
3,102.9
4,479.2
5,560.7
6,255.4
7,108.4
Cumulative net redundancy/(deficiency)
136.9
339.8
489.1
333.3
120.1
(331.0
)
(468.4
)
(386.0
)
(236.3
)
Cumulative redundancy/(deficiency)
as a percentage of initial net reserves
9.7
%
19.0
%
22.9
%
14.2
%
4.7
%
(11.7
)%
(14.0
)%
(9.3
)%
(4.4
)%
Cumulative gross
redundancy/(deficiency)
66.0
196.2
258.4
196.4
(114.8
)
(933.5
)
(1,014.8
)
(545.0
)
(287.1
)
Cumulative redundancy/(deficiency)
as a percentage of initial gross
reserves
4.5
%
10.4
%
11.5
%
7.4
%
(3.8
)%
(26.3
)%
(22.3
)%
(9.5
)%
(4.2
)%
As a significant portion of our reserves relate to liabilities payable in
currencies other than U.S. dollars, any fluctuations of the U.S. dollar to
those currencies will have an impact on the reserve redundancy/(deficiency). As
seen from the table above, the net reserve position for 1998 developed
favorably from $2,530.8 million as of December 31, 1998 to $2,410.7 million as
of December 31, 2003, thereby reflecting a redundancy of $120.1 million.
However, as seen from the table below, applying the exchange rate as of
December 31, 1998 to the 1998 reserves re-estimated as of December 31, 2003
would result in re-estimated reserves of $2,507.7 million, or a redundancy of
$23.2 million, illustrating that a substantial part of the apparent redundancy
is due to currency movements, which may or may not persist to the date claims
are actually paid. As a result of these currency movements, the cumulative
redundancy/(deficiency) shown above is considerably higher/(lower) as of
December 31, 2003 than if the reserves were shown on a constant exchange rate
basis for all years presented. Due to inherent volatility of exchange rates,
this effect may change in the future. Accordingly, we expect that future
changes in foreign exchange rates will impact our reserve adequacy
re-estimates. However, with respect to our primary currencies, we believe that
the potential volatility of our liabilities is offset to a large extent by our
efforts to invest in assets denominated in the same currency.
The table above also shows that our net loss reserves have developed
larger redundancies/(lower deficiencies) than our gross loss reserves. Changes
in estimates of our net losses directly impact our reported results.
Accordingly, our estimates of reinsurance recoveries on incurred losses and our
collections of those recoveries from our retrocessionaires also directly impact
our reported results. See Retrocessional Reinsurance above for a discussion
of the types of retrocessional reinsurance coverage that we purchase.
At December 31, 2003 and 2002, we recorded $1,385.4 million and $1,459.8
million, respectively, of reinsurance recoverables on loss and loss adjustment
expense reserves. Approximately 27.7% and 41.0%, respectively, of this amount
relates to workers compensation business and 27.8% and 23.1%, respectively,
relates to recoverables in connection with the September 11th terrorist
attacks.
The following table shows the development of our initial reserves net of
reinsurance using the same exchange rates in effect when each of the initial
reserves was set to re-estimate the reserves in subsequent years.
As of December 31,
1994
1995
1996
1997
1998
1999
2000
2001
2002
2003
($ in millions)
Initial net reserves for losses
and loss adjustment expenses
$
1,409.3
$
1,788.5
$
2,138.4
$
2,346.3
$
2,530.8
$
2,840.8
$
3,333.8
$
4,165.5
$
5,361.5
$
6,457.4
Net reserves re-estimated as of:
One year later
1,410.1
1,805.6
2,004.9
2,108.6
2,394.8
2,907.9
3,457.4
4,268.1
5,337.9
Two years later
1,479.5
1,758.2
1,925.4
2,078.8
2,412.6
3,035.5
3,602.4
4,436.9
Three years later
1,387.9
1,707.3
1,865.4
2,016.6
2,463.0
3,118.1
3,734.8
Four years later
1,405.6
1,674.5
1,819.3
2,035.0
2,469.9
3,213.4
Five years later
1,382.7
1,612.4
1,799.4
2,023.7
2,507.7
Six years later
1,338.7
1,589.9
1,775.9
2,017.9
Seven years later
1,306.6
1,588.4
1,755.5
Eight years later
1,316.7
1,574.4
Nine years later
1,313.6
Cumulative
redundancy/(deficiency)
95.7
214.1
382.9
328.5
23.2
(372.6
)
(401.0
)
(271.4
)
23.6
Cumulative
redundancy/(deficiency) as a
percentage of initial net reserves
6.8
%
12.0
%
17.9
%
14.0
%
0.9
%
(13.1
)%
(12.0
)%
(6.5
)%
0.4
%
As described below, the loss development triangles show net cumulative
redundancies for 1994 through 1998 and 2002 and net cumulative deficiencies for
1999 through 2001.
The payment pattern of our loss and loss adjustment reserves varies from
year to year. Based on historical payment patterns and other relevant data, we
estimate that the mean time to payment, on an undiscounted basis, of our loss
and loss adjustment provisions, including future life benefits, as of December
31, 2003, was 3.9 years. We expect this average payment period to change as our
mix of business changes, as well as due to changes of payment patterns and
fluctuations in currency exchange rates.
Reconciliation of Beginning and Ending Loss and Loss Adjustment Expense
Reserves
The table below is a summary reconciliation of the beginning and ending
reserves for losses and loss adjustment expenses, net of reinsurance, for the
years ended December 31, 2003, 2002 and 2001.
2003
2002
2001
As of January 1,
Gross reserves for losses and loss adjustment expenses
$
6,821.3
$
5,710.5
$
4,546.0
Less reinsurance recoverable
1,459.8
1,545.0
1,212.2
Net reserves for losses and loss adjustment expenses
5,361.5
4,165.5
3,333.8
Losses and loss adjustment expenses incurred:
Current year
2,527.9
2,186.8
2,039.5
Prior years
(31.3
)
148.5
123.6
Total
2,496.6
2,335.3
2,163.1
Losses and loss adjustment expenses paid:
Current year
324.7
299.4
359.1
Prior years
1,464.7
1,095.5
885.2
Total
1,789.4
1,394.9
1,244.3
Foreign currency translation effects
388.7
255.6
(87.1
)
As of December 31,
Net reserves for losses and loss adjustment expenses
6,457.4
5,361.5
4,165.5
Reinsurance recoverable
1,385.4
1,459.8
1,545.0
Gross reserves for losses and loss adjustment expenses
$
7,842.8
$
6,821.3
$
5,710.5
In 2003, Converium recorded $31.3 million at the 2003 average exchange
rate ($23.6 million at the 2002 exchange rate) of net positive development. See
Adequacy of Reserves.
In 2002, Converium strengthened reserves for prior years by $148.5
million. Throughout the year, increased loss experience related to prior years
continued to emerge, and Converium performed an in-depth actuarial reserve
analysis of certain lines of business. This resulted in an additional $148.5
million provision for losses, primarily related to underwriting
years 1997 through 2000. In the Standard Property & Casualty Reinsurance
segment, there were additional provisions of $62.2 million for the motor,
general third party liability and property lines of business. In the Specialty
Lines segment, there were additional provisions of $86.3 million, primarily
related to commercial umbrella and medical errors and omissions liability lines
of business.
In 2001, Converium strengthened reserves for prior years by $123.6
million. Converium retained an actuarial consulting firm to perform an
independent review of non-life net reserves as of December 31, 2000. This
review reflected certain information that became available after the issuance
of the December 31, 2000 financial statements, including most fourth quarter
2000 and some first quarter 2001 reports from ceding companies, who typically
report on a one-quarter lag. Based on the independent review and Converiums
own evaluations of these new developments, additional provisions of $123.6
million, net of reinsurance, were recorded in 2001, principally related to
accident years 2000 and prior at Converium Reinsurance (North America) Inc. In
the Standard Property & Casualty Reinsurance segment, there were additional net
provisions of $46.6 million, primarily for the motor and property lines of
business. In the Specialty Lines segment, there were additional net provisions
of $77.0 million, primarily related to the excess and surplus, commercial
umbrella and marine and energy lines of business, offset by positive
development in aviation and space.
Reserves for Asbestos and Environmental Losses
We have exposure to liabilities for asbestos and environmental impairment
from our assumed reinsurance contracts, primarily arising from business written
by Converium Rückversicherung (Deutschland) AG, historically
known as Agrippina Rückversicherung AG and subsequently known as
Zürich Rückverscherung (Köln) AG or ZRK. Our asbestos and environmental exposure
primarily originates from U.S. business written through the London Market and
from treaties directly written with reinsurers in the United States. We
cancelled our relevant London Market reinsurance contracts in 1966 and 1967. At
the time, we reduced our participation in asbestos and environmental-exposed
U.S. treaties, with the eventual result that Converium Rückversicherung
(Deutschland) AG ceased property and liability underwriting in the United
States in 1990. Due to uncertainties as to the definitions and to incomplete
reporting from clients, exact separation of asbestos and environmental
exposures cannot be reached. We believe that Converium Reinsurance (North
America) Inc.s exposure to asbestos-related and environmental pollution claims
is limited due to the diminutive amount of business written prior to 1987 and
the protection provided by the continuing reinsurance protections described
below under Item 10. Additional Information C. Material Contracts. In
addition, Converium AGs exposure is also minimal because, under the terms of
the Quota Share Retrocession Agreement, Converium AG will only reinsure
business written with an inception or renewal date on or after January 1, 1987.
In 1986, our contract wording was revised, consistent with a general industry
change, such that asbestos and environmental claims were generally excluded.
As of December 31, 2003 and 2002, our total loss and adjustment expense
reserves, including additional reserves and IBNR reserves, for U.S.-originated
asbestos and environmental losses were approximately $45.8 million or 0.7% and
$44.6 million or 0.8% of our total net reserves for losses and loss adjustment
expenses, respectively. This provision includes reserves originally
communicated by our cedents, together with additional reserves we established.
We estimate that the survival ratio of our asbestos and environmental risk
portfolio, calculated as the ratio of reserves held, including IBNR, over
claims paid over the average of the last three years, is approximately 13.6
years and 13.5 years as of December 31, 2003 and 2002, respectively. Survival
ratio is an industry measure of the number of years it would take a company to
exhaust its reserves for asbestos and environmental liabilities based on that
companys current level of claims payments. We currently have no retrocessional
protection for our U.S.-originated asbestos and environmental exposure, other
than the arrangements with Zurich Financial Services provided by the stop-loss
agreement described above and the other arrangements described below under
Item 10. Additional Information C. Material Contracts.
Reserving for asbestos and environmental claims is subject to a range of
uncertainties that has historically been greater than those presented by other
types of claims. Among the complications are a lack of historical data, long
reporting delays and uncertainty as to the number and identity of insureds with
potential exposure. In addition, there are complex, unresolved legal issues
regarding policy coverage and the extent and timing of contractual liability.
In the environmental context, for example, such legal issues include:
whether administrative actions by environmental authorities constitute a suit which triggers an insurers duty to defend
the timing of injury or damage which triggers comprehensive general liability coverage
the allocation of indemnity and defense costs among triggered policy years or, in some circumstances, to the policyholders
the number of occurrences where environmental claims arise from one or more causes and result in one or more effects
the efficacy of policy exclusions for pollution and related matters
the extent to which personal injury insurance may apply in the context of environmental losses
whether environmental clean-up costs are property damage within the intent of a comprehensive general liability policy,
and whether an action requiring the insured to undertake clean-up measures is an action for damages within the intent of
such a policy
the applicability of so-called owned property exclusions in comprehensive general liability policies in the context of
environmental claims
whether sums expended by an insured to investigate the remediation of hazardous waste constitute loss or expense within
the intent of a comprehensive general liability policy
In the asbestos context, many of these same issues exist, and other issues may arise concerning:
the scope of so-called asbestosis exclusions
the extent to which policy aggregate limits for product liability or completed operations apply in the context of a
particular asbestos exposure
the interplay between various insurers policy wordings, especially in the context of the trigger of coverage, when
determining insurers defense and indemnity obligations for a particular asbestos loss
the existence and nature of defense or defense reimbursement obligations under various policy forms
the disposition of asbestos claims in the context of policyholder or insurer insolvencies.
These issues are not likely to be resolved in the near future.
Consequently, traditional loss reserving techniques cannot wholly be relied on
and, therefore, the uncertainty with respect to the ultimate cost of these
types of claims is greater than the uncertainty relating to standard lines of
business. In addition, changes to existing legal interpretation, new
legislation or new court decisions could materially impact our reserves,
results of operations, cash flows and financial position in future periods.
Investments
Our overall financial results are in large part dependent upon the quality
and performance of our investment portfolio. Net investment income and net
realized capital gains (losses) accounted for 6.4%, 7.1% and 8.4% of our
revenues for the years ended December 31, 2003, 2002 and 2001, respectively.
Our assets are invested with the objective of achieving investment returns
consistent with those of the markets in which we invest, using appropriate risk
management, diversification, tax and regulatory considerations, and to provide
sufficient liquidity to enable us to meet our obligations on a timely basis. We
principally focus on high quality, liquid securities, and seek to invest in
securities whose durations correspond to the estimated duration of the
reinsurance liabilities they support.
Our approach to fixed income investments is to limit credit risk by
focusing on investments rated A or better and to reduce concentration risk by
limiting the amount that may be invested in securities of any single issuer or
group of issuers. With respect to equity investments, we seek to diversify our
equity portfolio so as to provide a broad exposure across major sectors of
individual stock markets. To reduce the effects of currency exchange rate
fluctuations, we seek to match the currencies of our investments with the
currencies of our underlying reinsurance liabilities.
Our investments are managed mostly by external investment managers, and
their performance is measured against benchmarks. Our investment practices are
governed by guidelines established and approved by our Board of Directors.
Although these guidelines stress diversification of risks, conservation of
principal and liquidity, these investments are subject to market-wide risks and
fluctuations, as well as risks inherent in particular securities.
At December 31, 2003, total invested assets were $7.5 billion compared to
$6.1 billion as of December 31, 2002, an increase of $1.4 billion, or 23.1%.
This increase is mainly due to strong operating cash flow as well as increases
in unrealized gains on investments, and changes in currency translation due to
the weakening of the U.S. dollar.
The table below presents the carrying value of our consolidated investment
portfolios as of December 31, 2003, 2002 and 2001.
As of December 31,
2003
2002
2001
$
% of
$
% of
$
% of
millions
Total
millions
Total
millions
Total
Fixed maturities securities
$
4,928.6
65.5
%
$
3,443.1
56.3
%
$
2,331.4
47.4
%
Equity securities
840.2
11.2
530.8
8.7
701.4
14.3
Funds Withheld Asset
1,530.6
20.3
1,648.1
27.0
1,598.5
32.5
Short-term investments
55.8
0.7
318.0
5.2
89.5
1.8
Other investments
173.5
2.3
177.3
2.8
195.1
4.0
Total investments
$
7,528.7
100.0
%
$
6,117.3
100.0
%
$
4,915.9
100.0
%
Fixed Maturities
As of December 31, 2003, our fixed maturities portfolio, excluding the
Funds Withheld Asset (described more fully below), had a carrying value of $4.9
billion and represented 63.1% of our total investment portfolio including cash
and cash equivalents (82.7% including the Funds Withheld Asset). This
represents an increase in carrying value of $1,485.5 million, or 43.1%, from
December 31, 2002, excluding the Funds Withheld Asset. This increase was mainly
due to the reinvestment of 2003 cash flows from operations, the reinvestment in
2003 of proceeds received in late 2002 from our guaranteed subordinated notes
and unrealized gains on fixed maturities and currency translation adjustments.
To protect our balance sheet from a possible rise of the yield curves, we
stabilized the modified duration of our bond portfolio, excluding
held-to-maturity securities, at 3.6. Additionally, we created a portfolio of
held-to-maturity government bonds totalling $500.4 million (10.2% of our fixed
maturities portfolio, excluding the Funds Withheld Asset), of which $308.0
million were transferred from available-for-sale to held-to-maturity and $192.4
million were directly invested from operational cash flow.
We invest in government, agency and corporate fixed income securities of
issuers from around the world that meet our liquidity and credit standards. We
place an emphasis on investing in listed fixed income securities that we
believe to be liquid.
The table below presents the composition of our fixed income maturities
portfolio, excluding short-term investments, based on carrying value by
scheduled maturity.
(US$ million)
Estimated fair value
% of total
Carrying value
% of total
As of December 31, 2003
Available-for-sale (AFS)
AFS
Held-to-maturity (HTM)
HTM
Less than one year
$
48.9
1.1
%
$
19.0
3.8
%
One year through five years
2,241.7
50.6
78.8
15.7
Five years through ten years
939.0
21.2
364.7
72.9
Over ten years
162.1
3.7
37.9
7.6
Subtotal
3,391.7
76.6
500.4
100.0
Mortgage and asset-backed securities
849.1
19.2
Unit trust bonds
187.4
4.2
Total as of December 31, 2003
$
4,428.2
100.0
%
$
500.4
100.0
%
Most of our fixed income securities are rated by Standard & Poors,
Moodys or similar rating agencies. As of December 31, 2003, approximately
99.5% of our fixed maturities securities portfolio was invested in securities
rated A or better by these agencies and approximately 81.2% was invested in
AAA/Aaa-rated securities.
The table below presents the composition of our fixed income securities
portfolio by rating as assigned by Standard & Poors or Moodys, using the
lower of these ratings for any security where there is a split rating.
(US$ million)
Estimated fair value
% of total
Carrying value
% of total
As of December 31, 2003
Available-for-sale (AFS)
AFS
Held-to-maturity (HTM)
HTM
AAA/Aaa
$
3,514.8
79.4
%
$
485.2
97.0
%
AA/Aa2
501.5
11.3
15.2
3.0
A/A2
388.5
8.8
BBB/Baa2
9.3
0.2
BB
10.1
0.2
Not rated
4.0
0.1
Total as of December 31, 2003
$
4,428.2
100.0
%
$
500.4
100.0
%
Our guidelines also restrict our maximum investment in bonds issued by any
group or industry sector by reference to local
benchmarks and applicable insurance regulations. As of December 31, 2003,
no aggregated amount of bonds issued by a single group (excluding governments
and funds) represented more than 5% of our fixed maturities securities
portfolio.
Equity Securities
As of December 31, 2003, our equity securities portfolio had a carrying
value of $840.2 million. This represents an increase in carrying value of
$309.4 million, or 58.3%, from December 31, 2002. This increase was primarily
due to purchases, as well as unrealized gains due to the continued recovery of
the capital markets and changes in currency translation due to the weakening of
the U.S. dollar. This brought our equity allocation, excluding our investment
in PSP Swiss Property AG, back to approximately 9.7% of our total investment
portfolio as of December 31, 2003, including cash and cash equivalents.
Substantially our entire equity portfolio consists of listed securities,
held directly or through funds. Currently our entire equity portfolio is in
developed markets.
Our exposure to private equity fund investments as of December 31, 2003
was approximately $59.9 million. This represents the sum of the fair value of
invested capital (as determined by the fund managers) and remaining unpaid
commitments. Of this total, the value of remaining unpaid commitments was
approximately $12.6 million.
At December 31, 2003 and 2002, gross unrealized gains on our equity
portfolio were $96.2 million and $2.6 million and gross unrealized losses were
$1.7 million and $56.2 million, respectively. We have reviewed the securities
that have declined in value and have recorded impairments accordingly.
Our impairment policy requires us to record, as realized capital losses,
declines in value that exceed 20% over a period of six months, or that exceed
50% regardless of the period of decline. To continue to adhere to emerging
asset impairment standards, beginning in the second quarter of 2003, we revised
our impairment policy to also record as realized capital losses any declines in
value of equity securities over a period of more than twelve months. The same
policy applies to fixed maturities securities when the decline in value is
attributable to the deteriorating credit-worthiness of the issuer. At
managements judgment, we impair additional securities based on prevailing
market conditions by considering various factors such as the financial
condition of the issuer, the market value and the expected future cash flows of
the security.
Our guidelines also restrict our maximum investment in any one equity
security or industry sector by reference to local benchmarks and applicable
insurance regulations. As of December 31, 2003, excluding our investments in
funds and PSP Swiss Property AG, no single equity security represented more
than 5% of our equity securities portfolio.
Funds Withheld Asset
The transfer of certain historical reinsurance business to Converium was
effective as of July 1, 2001 by means of the Quota Share Retrocession
Agreement. In addition, on that date, the Funds Withheld Asset was established.
Its initial balance was set to match the net balance of the liabilities, less
the premium receivables (including outstanding collectible balances and
reinsurance deposits) on the business to which the Quota Share Retrocession
Agreement applies. As of December 31, 2003, the Funds Withheld Asset was
$1,530.6 million compared to $1,648.1 million at December 31, 2002. The
decrease of $117.5 million was substantially due to paid claims and
commutations offset by changes in foreign exchange rates.
In general, the Funds Withheld Asset is reduced by paid claims, profit
commissions, amounts paid to maintain the retrocession agreements and other
amounts paid on the business subject to the Quota Share Retrocession Agreement,
and is increased by premiums (less premium refunds), salvage and subrogation,
recoveries under retrocession agreements, profit commissions and other amounts
received for the business subject to the Quota Share Retrocession Agreement.
The balance of the Funds Withheld Asset will decrease over time. However,
business historically written on the ZIC and ZIB balance sheets is being
renewed and written on the Converium balance sheet. As a result, we will
generate invested assets from the new and renewal business written on the
Converium balance sheet which we expect to at least partially offset reductions
of the balance of the Funds Withheld Asset. We do not expect the Funds Withheld
Asset to have a material impact on our liquidity, as we will not be required to
access our own liquidity sources for claims under the Quota Share Retrocession
Agreement.
Under the Quota Share Retrocession Agreement, the interest payable to
Converium AG on the Funds Withheld Asset is based on fixed interest rates tied
to each of our major functional currencies. These interest rates were
calculated as if the assets had been invested in fixed income securities
denominated in the functional currencies payable on the Funds Withheld Asset as
of July 1, 2001 and reflected the estimated duration of the underlying
reinsurance liabilities as of that date. During 2003, the weighted average
interest rate was 5.4%.
Under the Quota Share Retrocession Agreement, the Funds Withheld Asset may
be prepaid to us in whole or in part as of
the end of any calendar quarter. In the event that the Funds Withheld
Asset is prepaid, we would have to reinvest these assets in investments which
may not provide yields comparable to those under the Quota Share Retrocession
Agreement. To the extent we are not able to invest these funds at comparable
yields, our investment income could be adversely affected.
Short-Term Investments
Our short-term investment portfolio includes investments in fixed-term
deposits and fiduciary investments. These investments generally have maturities
of between three months and one year. As of December 31, 2003, we had
short-term investments with a carrying value of $55.8 million, representing
0.7% of our total investment portfolio, including cash and cash equivalents.
Short-term investments at December 31, 2002 were $318.0 million, and included
$193.7 million in proceeds received on December 23, 2002 from the issuance of
our guaranteed subordinated notes. These proceeds were substantially invested
in January 2003. None of our short-term investments portfolio is restricted as
to its use.
Real Estate
At December 31, 2003 and 2002, we had real estate held for investment of
$130.2 million and $167.9 million, respectively, consisting primarily of
investments in residential and commercial rental properties located in
Switzerland. The reduction of the allocation is due to the sale of some
non-core properties, partially offset by the impact of the weakening U.S.
dollar. Our direct real estate portfolio represented 1.7% of our total
investment portfolio, including cash and cash equivalents.
In addition to these properties, Converium owns a 7.4% participation in
PSP Swiss Property AG (an indirect real estate investment, included in equity
securities) with a market value of $80.0 million as of December 31, 2003.
Premiums Receivable
We had premiums receivable of $2.0 billion at December 31, 2003 compared
to $1.7 billion at December 31, 2002, an increase of $287.0 million, or 16.7%.
This increase is due to strong growth in premium volume in 2003. Premiums
receivable include those currently due, as well as deferred premiums
receivable, which is comprised primarily of accruals on premium balances which
have not yet been reported and which are not contractually due to be paid until
sometime in the future. Current premiums receivable represented 9.1% and 7.6%
of total premiums receivable at December 31, 2003 and 2002, respectively, and
accrued premiums receivable represented 90.9% and 92.4%, respectively.
Reinsurance Assets
Retrocessional reinsurance arrangements generally do not relieve Converium
from its direct obligations to its reinsureds. Thus, a credit exposure exists
with respect to reinsurance ceded to the extent that any retrocessionaire is
unable or unwilling to meet the obligations assumed under the retrocessional
agreements. At December 31, 2003, we held $635.3 million in collateral as
security under related retrocessional agreements in the form of deposits,
securities and/or letters of credit. Converium is able to access outside
capacity for both traditional and non-traditional coverage and therefore is not
dependent upon any single retrocessional market.
As of December 31, 2003 we had reinsurance recoverables from
retrocessionaires of approximately $1.7 billion on paid and unpaid losses and
loss adjustments expenses, unearned premium reserves and future life benefits,
an increase of 5.6% from December 31, 2002. Recoverables from subsidiaries of
Zurich Financial Services total 19.5% of equity at December 31, 2003.
Recoverables from one other third-party retrocessionaire were 10.2% of equity
at December 31, 2003. Recoverables from retrocessionaires relating to contracts
in arbitration were 7.9% of equity at December 31, 2003. There were no
recoverables from any other retrocessionaire that exceeded 10% of equity at
December 31, 2003. Allowances of $35.4 million and $17.4 million have been
recorded for estimated uncollectible receivables and reinsurance recoverables
at December 31, 2003 and 2002, respectively.
Capital Expenditures
In the three years ending December 31, 2003, we invested a total of $63.7
million in fixed assets. Most of these amounts were invested in equipment and
information technology, and were financed from our free cash flow. We currently
intend to continue to make capital investments at a similar pace and, in
particular, to further enhance our global intellectual information technology
platforms.
Ratings
Converium is rated A (Strong), stable outlook, by Standard & Poors
Corporation and A (Excellent), stable outlook, by A.M. Best Company, Inc.
Standard & Poors A range (A+, A and A-) is the second highest of
three ratings ranges within what Standard & Poors considers the secure
category. An insurer rated A is believed by Standard & Poors to have strong
financial security characteristics, but to be somewhat more likely to be
affected by business conditions than are insurers with higher ratings. A plus
(+) or minus (-) shows relative standing in a rating category.
A.M. Best states that its A (Excellent) rating is assigned to those
companies which, in its opinion, have, on balance, achieved excellent financial
strength, operating performance and market profile when compared to the
standards established by A.M. Best and have demonstrated a strong ability to
meet their ongoing obligations to policyholders. The A (Excellent) rating is
the third highest of fifteen ratings assigned by A.M. Best, which range from
A++ (Superior) to F (In liquidation).
Other agencies may rate Converium or one or more of our subsidiaries on an
unsolicited basis.
Our Standard & Poors and A.M. Best ratings are not designed to be, and do
not serve as, measures of protection or valuation offered to investors and
these financial strength ratings should not be relied on with respect to making
an investment in our securities. Standard & Poors and A.M. Best review their
ratings periodically and we cannot assure you that we will maintain our current
ratings in the future.
On December 23, 2002, Converium Finance S.A. issued $200.0 million of
30-year subordinated notes. Converium Holding AG and Converium AG, jointly and
severally, guaranteed, on a subordinated basis, payments on the notes. The
guaranteed subordinated notes due 2032 are listed on the New York Stock
Exchange under the ticker symbol CHF. The notes are callable from 2007. The
securities were rated Baa1/BBB+ by Moodys and Standard & Poors and carry a
8.25% coupon, payable quarterly.
Regulation
General
The business of reinsurance is regulated in most countries, although the
degree and type of regulation varies significantly from one jurisdiction to
another. Reinsurers are generally subject to less direct regulation than
primary insurers in most countries. In Switzerland and Germany, we operate
under relatively less intensive regulatory regimes. Historically, neither Swiss
nor German regulations have materially restricted our business. However, in the
United States, licensed reinsurers must comply with financial supervision
standards comparable to those governing primary insurers. Accordingly, our U.S.
subsidiaries are subject to extensive regulation under state statutes, which
delegate regulatory, supervisory and administrative powers to state insurance
commissioners.
This regulation, which is described in more detail below, generally is
designed to protect policyholders rather than investors, and relates to such
matters as rate setting; limitations on dividends and transactions with
affiliates; solvency standards which must be met and maintained; the licensing
of insurers and their agents; the examination of the affairs of insurance
companies, which includes periodic market conduct examinations by the
regulatory authorities; annual and other reports, prepared on a statutory
accounting basis; establishment and maintenance of reserves for unearned
premiums and losses; and requirements regarding numerous other matters. U.S.
regulations accordingly have in the past materially affected our U.S. business
operations, although not, we believe, in a manner disproportionate to or
unusual in our industry. We allocate considerable time and resources to comply
with these requirements, and could be adversely affected if a regulatory
authority believed we had failed to comply with applicable law or regulation.
We believe that Converium and all of its subsidiaries are in material
compliance with all applicable laws and regulations pertaining to their
business and operations. Set forth below is a summary of the material
regulations applicable to us.
Switzerland
Converium AG has received an operating license from the Swiss Federal
Ministry of Justice and Police (Eidgenoessisches Justiz-und Polizeidepartement)
(the Swiss Ministry of Justice and Police). Converium AG is subject to
continued supervision by the Federal Office for Private Insurance (Bundesamt
für Privatversicherungswesen) (the FOPI), an administrative unit of the Swiss
Ministry of Justice and Police, pursuant to the Swiss Insurance Supervisory Act
of June 23, 1978, as amended (Versicherungsaufsichtsgesetz). The FOPI has
supervisory authority as well as the authority to make decisions to the extent
that the Swiss Ministry of Justice and Police is not explicitly designated by
law.
Unlike insurance business, which is strictly regulated in Switzerland,
regulation of reinsurance business is less intensive and most of the technical
rules for direct insurers are not applicable to the reinsurance business. The
supervision exercised by the FOPI is mainly indirect through the supervision of
direct insurance companies and the reinsurance arrangements which
they have established. Reinsurance companies from other countries which
conduct only reinsurance business in Switzerland from their foreign domicile
are exempt from supervision by the FOPI. Based upon a decree of the Federal
Council of November 30, 2001, a commission has been constituted to consider a
revision of the overall framework of the Swiss banking and insurance
supervision. The full report by the commission is expected to be released this
summer. The proposal will include the formation of a uniform financial services
authority which will comprise the supervision on banks (currently by the
Federal Banking Commission) and insurance (currently by the FOPI).
Under current regulations, Swiss insurance and reinsurance companies
cannot operate in any field other than reinsurance and insurance. This rule is
subject to exceptions, which are granted by the FOPI. Generally, these
exceptions apply if the nature and volume of the proposed non-insurance or
non-reinsurance business does not threaten the solvency of the company.
Investments in an entity operating outside the reinsurance or insurance field
are subject to supervisory authority approval if the investment represents more
than 20% (or 10% in the case of a life insurance business) of the share or
cooperative capital of the non-insurance entity or if the investment represents
more than 10% of the insurers or reinsurers shareholders equity. Approval is
granted if the investment does not threaten the solvency of the company.
The FOPI requires each reinsurance company to submit a business plan which
provides details about the calculation of its technical reserves and about its
retrocession policies, and information about the reinsurers solvency. The FOPI
initially examines documents relating to the companys solvency, organization
and management. If all legal requirements are met, an operating license is
granted by the Swiss Ministry of Justice and Police. Thereafter, companies must
submit an annual business report, including financial statements, detailing
information on all aspects of their business activities, such as premium
income, paid out benefits, reserves and profits.
The Versicherungsaufsichtsgesetz is currently subject to a total revision.
The draft proposal passed by the Swiss Federal Council, on May 9, 2003, is
currently subject of the discussions in the Swiss parliament. The final revised
Act is expected to become effective as of January 1, 2005. The main changes
resulting from the revised Act relate to the amended definition of solvency
(Art. 9 of the proposal), which will include consideration of financial and
operational risks, an emphasis on the control of corporate governance elements
by the Swiss insurance supervisory authority and an increased transparency and
consumer protection. The solvency related amendments will result in the Swiss
regulatory system introducing a system, which pre-empts the forthcoming changes
in the EU, based upon Solvency II.
United States
General U.S. State Supervision
Insurance and reinsurance regulation is enforced by the various state
insurance departments and the extent and nature of regulation varies from state
to state. Converium Reinsurance (North America) Inc. is a Connecticut-domiciled
reinsurer which is licensed, accredited or approved in all 50 states, is an
accredited reinsurer in the District of Columbia and is an admitted reinsurer
for the United States Treasury. Converium Insurance (North America) Inc. is a
New Jersey-domiciled insurer licensed in 49 states (excluding only New
Hampshire) and the District of Columbia (as a reinsurer). In addition, some
states consider an insurer to be commercially domiciled in their states if
the insurer writes insurance premiums that exceed certain specified thresholds.
As a commercially domiciled insurer, an insurer would be subject to some of
the requirements normally applicable only to insurers domiciled in those
states, including, in particular, certain requirements of the insurance holding
company laws. Converium Insurance (North America) Inc. is currently
commercially domiciled in California.
Insurance Holding Company Regulation
We and our U.S. insurance and reinsurance subsidiaries are subject to
regulation under the insurance holding company laws of various states. The
insurance holding company laws and regulations vary from state to state, but
generally require insurers and reinsurers that are subsidiaries of insurance
holding companies to register and file with state regulatory authorities
certain reports including information concerning their capital structure,
ownership, financial condition and general business operations. Generally, all
transactions involving the insurers in a holding company system and their
affiliates must be fair and, if material, require prior notice and approval or
non-disapproval by the state insurance department. Further, state insurance
holding company laws typically place limitations on the amounts of dividends or
other distributions payable by insurers and reinsurers. Connecticut and New
Jersey, the jurisdictions in which Converium Reinsurance (North America) Inc.
and Converium Insurance (North America) Inc. are domiciled, each provide that,
unless the prior approval of the state insurance commissioner has been
obtained, dividends may be paid only from earned surplus and the annual amount
payable is limited to the greater of 10% of policyholder surplus at the end of
the prior year or 100% of statutory net income for the prior year (excluding
realized gains, in the case of the New Jersey insurer). In addition, Converium
Reinsurance (North America) Inc. may not, for a period of two years from the
date of any change of control, make any dividends to its shareholders without
the prior approval of the Insurance Commissioner.
State insurance holding company laws also require prior notice or state
insurance department approval of changes in control of an insurer or reinsurer
or its holding company. The insurance laws of Connecticut and New Jersey
provide that no corporation or other person may acquire control of a domestic
insurance or reinsurance company unless it has given notice to such company and
obtained prior written approval of the state insurance commissioner. Any
purchaser of 10% or more of the outstanding voting securities of an insurance
or reinsurance company or its holding company is presumed to have acquired
control, unless this presumption is rebutted. Therefore, an investor who
intends to acquire 10% or more of our outstanding voting securities may need to
comply with these laws and would be required to file notices and reports with
the Connecticut and New Jersey insurance commissioners prior to such
acquisition.
In addition, many state insurance laws require prior notification to the
state insurance department of a change in control of a non-domiciliary
insurance company licensed to transact insurance in that state. While these
pre-notification statutes do not authorize the state insurance departments to
disapprove the change in control, they authorize regulatory action in the
affected state if particular conditions exist such as undue market
concentration. Any future transactions that would constitute a change in
control of Converium Holdings (North America) Inc. or either of its U.S.
insurance subsidiaries may require prior notification in the states that have
adopted pre-acquisition notification laws.
Insurance Regulation
Converium Insurance (North America) Inc. is subject to broad state
insurance department administrative powers with respect to all aspects of the
insurance business including: licensing to transact business, licensing agents,
admittance of assets to statutory surplus, regulating premium rates, approving
policy forms, regulating unfair trade and claims practices, methods of
accounting, establishing reserve requirements and solvency standards, and
regulating the type, amounts and valuations of investments permitted and other
matters.
State insurance laws and regulations require our U.S. insurance and
reinsurance subsidiaries to file financial statements with insurance
departments everywhere they do business, and the operations of our U.S.
insurance and reinsurance subsidiaries and accounts are subject to the
examination by those departments at any time. Our U.S. insurance and
reinsurance subsidiaries prepare statutory financial statements in accordance
with accounting practices and procedures prescribed or permitted by these
departments.
State insurance departments conduct periodic examinations of the books and
records, financial reporting, policy filings and market conduct of insurance
companies domiciled in their states, generally once every three to five years.
Examinations are generally carried out in cooperation with the insurance
departments of other states under guidelines promulgated by the National
Association of Insurance Commissioners. The Connecticut Insurance Department
last completed a financial examination of Converium Reinsurance (North America)
Inc. (CRNA) for the five-year period ending December 31, 2002. The New
Jersey Department of Banking and Insurance last completed a financial
examination of Converium Insurance (North America) Inc. (CINA) for the
five-year period ending December 31, 2000.
Reinsurance Regulation
Converium Reinsurance (North America) Inc. is subject to regulation and
supervision that is similar to the regulation of licensed primary insurers in
many respects. Generally, state regulatory authorities monitor compliance with,
and periodically conduct examinations regarding, state mandated standards of
solvency, licensing requirements, investment limitations, restrictions on the
size of risks which may be reinsured, deposits of securities for the benefit of
reinsureds, methods of accounting, and reserves for unearned premiums, losses
and other purposes. However, in contrast with primary insurance policies which
are regulated as to rate, form, and content, the terms and conditions of
reinsurance agreements generally are not subject to regulation by state
insurance regulators.
Converium Reinsurance (North America) Inc. is accredited or approved to
write reinsurance in certain states. The ability of any primary insurer, as
reinsured, to take credit for the reinsurance placed with reinsurers is a
significant component of reinsurance regulation. Typically, a primary insurer
will only enter into a reinsurance agreement if it can obtain credit on its
statutory financial statements for the reinsurance ceded to the reinsurer.
Credit is usually granted when the reinsurer is licensed or accredited in the
state where the primary insurer is domiciled. In addition, many states allow
credit for reinsurance ceded to a reinsurer that is licensed in another state
and which meets certain financial requirements, or if the primary insurer is
provided with collateral to secure the reinsurers obligations.
U.S. Reinsurance Regulation of our Non-U.S. Reinsurance Subsidiaries
Converium AG and Converium Rückversicherung (Deutschland) AG, our non-U.S.
reinsurance subsidiaries, also assume reinsurance from primary U.S. insurers.
In order for primary U.S. insurers to obtain financial statement credit for the
reinsurance obligations of our non-U.S. reinsurers, our non-U.S. reinsurers
must satisfy reinsurance requirements. Non-U.S.
reinsurers that are not licensed in a state generally may become
accredited by filing certain financial information with the relevant state
commissioner and maintaining a U.S. trust fund for the payment of valid
reinsurance claims in an amount equal to the reinsurers U.S. reinsurance
liabilities covered by the trust plus an additional $20 million. In addition,
unlicensed and unaccredited reinsurers may secure the U.S. primary insurer with
funds equal to its reinsurance obligations in the form of cash, securities,
letters of credit or reinsurance trusts.
NAIC Ratios
The NAIC has developed a set of financial relationships or tests known as
the NAIC Insurance Regulatory Information System to assist state regulators in
monitoring the financial condition of insurance companies and identifying
companies that require special attention or action by insurance regulatory
authorities. Insurance companies generally submit data quarterly to the NAIC,
which in turn analyzes the data using prescribed financial data ratios, each
with defined usual ranges. If an insurance companys results vary
significantly from expected ranges, regulators may make further inquiries.
Regulators have the authority to impose remedies ranging from increased
monitoring to certain business limitations to various degrees of supervision.
For example, as a result of having two IRIS loss reserve tests fall outside of
the specified parameters as of December 31, 2001 and December 31, 2002,
Converium Reinsurance (North America) Inc. was required by the State of New
York Insurance Department to engage a qualified independent loss reserve
specialist to render an opinion as to the adequacy of its loss and loss
adjustment expense reserves at December 31, 2002 and December 31, 2003,
respectively. Neither our U.S. insurance nor our reinsurance subsidiary are
currently subject to any other increased regulatory scrutiny based on these
ratios.
Risk-Based Capital
The Risk-Based Capital for Insurers Model Act, or the Model Act, as it
applies to non-life insurers and reinsurers, was adopted by the NAIC in 1993.
The main purpose of the Model Act is to provide a tool for insurance regulators
to evaluate the capital of insurers relative to the risks assumed by them and
determine whether there is a need for possible corrective action. U.S. insurers
and reinsurers are required to report the results of their risk-based capital
calculations as part of the statutory annual statements filed with state
insurance regulatory authorities. The Model Act provides for four different
levels of regulatory actions based on annual statements, each of which may be
triggered if an insurers Total Adjusted Capital, as defined in the Model Act,
is less than a corresponding level of risk-based capital (RBC).
The Company Action Level is triggered if an insurers Total Adjusted
Capital is less than 200% of its Authorized Control Level RBC, as defined in
the Model Act. At the Company Action Level, the insurer must submit a RBC plan
to the regulatory authority that discusses proposed corrective actions to
improve its capital position. The Regulatory Action Level is triggered if an
insurers Total Adjusted Capital is less than 150% of its Authorized Control
Level RBC. At the Regulatory Action Level, the regulatory authority will
perform a special examination of the insurer and issue an order specifying
corrective actions that must be followed. The Authorized Control Level is
triggered if an insurers Total Adjusted Capital is less than 100% of its
Authorized Control Level RBC, and at that level the regulatory authority is
authorized (although not mandated) to take regulatory control of the insurer.
The Mandatory Control Level is triggered if an insurers Total Adjusted Capital
is less than 70% of its Authorized Control Level RBC, and at that level the
regulatory authority must take regulatory control of the insurer. Regulatory
control may lead to rehabilitation or liquidation of an insurer. As of December
31, 2003, the Total Adjusted Capital of each of our U.S. reinsurance subsidiary
and our U.S. insurance subsidiary exceeded amounts requiring company or
regulatory action at any of the four levels.
The Gramm-Leach-Bliley Act
In November 1999, the Gramm-Leach-Bliley Act of 1999, or the GLBA, was
enacted, implementing fundamental changes in the regulation of the financial
services industry in the United States. The GLBA permits the transformation of
the already converging banking, insurance and securities industries by
permitting mergers that combine commercial banks, insurers and securities firms
under one holding company, a financial holding company. Bank holding
companies and other entities that qualify and elect to be treated as financial
holding companies may engage in activities, and acquire companies engaged in
activities that are financial in nature or incidental or complementary to
such financial activities. Such financial activities include acting as
principal, agent or broker in the underwriting and sale of life, property,
casualty and other forms of insurance and annuities. However, although a bank
cannot act as an insurer nor can it own an insurer as a subsidiary in most
circumstances, a financial holding company can own any kind of insurer,
insurance broker or agent. Under the GLBA, national banks retain their existing
ability to sell insurance products in some circumstances.
Under state law, the financial holding company must apply to the insurance
commissioner in the insurers state of domicile for prior approval of the
acquisition of the insurer. Under the GLBA, no state may prevent or restrict
affiliations between banks and insurers, insurance agents or brokers. Further,
states cannot prevent or significantly interfere with bank or bank subsidiary
sales activities. Finally, both bank and bank affiliates can obtain licenses as
producers.
Until the passage of the GLBA, the Glass-Steagall Act of 1933, as amended,
had limited the ability of banks to engage in securities-related businesses,
and the Bank Holding Company Act of 1956, as amended, had restricted banks from
being affiliated with insurers. With the passage of the GLBA, among other
things, bank holding companies may acquire insurers, and insurance holding
companies may acquire banks. The ability of banks to affiliate with insurers
may materially affect our U.S. insurance and reinsurance subsidiaries product
lines by substantially increasing the number, size and financial strength of
potential competitors.
Insurance Guaranty Association Assessments
Each state has insurance guaranty association laws under which property
and casualty insurers doing business in the state may be assessed by state
insurance guaranty associations for certain obligations of insolvent insurance
companies to policyholders and claimants. These laws do not apply to
reinsurers. Typically, states assess each member insurer in an amount related
to the member insurers proportionate share of the business written by all
member insurers in the state. Losses caused by the September 11th terrorist
attacks, loss reserve deficiencies, or prior investment results may result in
the insolvency of certain U.S. insurance companies, increasing the possibility
that we will be assessed by state insurance guaranty associations. While we
cannot predict the amount and timing of any future assessments on our insurance
companies under these laws, we have established reserves that we believe are
adequate for assessments relating to insurance companies that are currently
subject to insolvency proceedings.
Terrorism Legislation
On November 26, 2002, President George W. Bush signed into law the
Terrorism Risk Insurance Act of 2002 (TRIA). This legislation establishes a
program under which the Federal government will share the risk of loss arising
from future terrorist attacks with the insurance industry. The law does not
apply to reinsurers, and the federal government does not share in the risk of
loss emanating from future terrorist attacks with the reinsurance industry.
Each reinsurer is free to make its own contractual arrangements with its ceding
partners, as it deems appropriate.
Regarding our ceding companies, TRIA offers a three-year program, imposes
a deductible that must be satisfied before federal assistance is triggered and
contains a coinsurance feature. The deductible is based on a percentage of
direct earned premiums for commercial insurance lines from the previous
calendar year. It rises from 1% during the transition period, running from the
date of enactment to December 31, 2002, to 7% during year one of the program
(2003), 10% during year two, and 15% in year three. The federal program covers
90% of losses in excess of the applicable deductible, while the insurance
company retains the remaining 10%. The program imposes an annual of cap of $100
billion on covered losses. Participation in the program for insurers providing
commercial property and casualty insurance is mandatory. While TRIA appears to
provide the property and casualty sector with an increased ability to withstand
the effect of potential terrorist events during the next three years, any
companys results of operations or equity could nevertheless be materially
adversely impacted, in light of the unpredictability of the nature, targets,
severity or frequency of such potential events.
Germany
Converium Rückversicherung (Deutschland) AG is regulated in Germany and is
engaged exclusively in the reinsurance business. It is thus an insurance
enterprise within the meaning of the German Insurance Supervision Act and as
such is subject to governmental supervision. This supervision is exercised by
the Federal Insurance Supervisory Office located in Bonn.
In contrast to insurance enterprises, companies that engage exclusively in
reinsurance activities are subject to a less extensive scope of governmental
supervision. The supervisory authoritys monitoring of reinsurers consists of
ensuring that they comply with the specific accounting regulations applicable
to insurance enterprises. For this purpose, reinsurance enterprises are
required to submit quarterly and annual financial statements to the supervisory
authority.
In addition, reinsurers are obligated to submit detailed reports on the
nature and volume of their business to the supervisory authority in accordance
with the Ordinance on Reporting by Insurance Enterprises to the Federal
Insurance Supervisory Office.
The supervisory authority may, at its discretion, perform inspections at
the reinsurers premises to verify compliance with these statutory obligations.
In current practice, for the most part German reinsurers are only
indirectly supervised, principally through the supervision of primary insurance
companies. Exploration of subjecting German reinsurance companies to a more
extensive form of regulation and supervision has not progressed very far to
date. However, German reinsurance companies may become subject to more intense
regulation in the future. In particular, the Federal Insurance Supervisory
Office requires German insurance companies to monitor their reinsurance
agreements, which has led to the installation of internal rating systems for
reinsurers
A draft act is currently being discussed in Germany to fully integrate the
reinsurance industry into the whole scope of supervision comparable with the
already existing situation in the primary insurance industry. This would follow
the new EU guidance for reinsurers The new law is intended to become effective
by January 1, 2005. The main objects affecting the reinsurance industry include
topics such as legal form of the company, location of the headquarters,
qualification of the executive management, control procedures towards
shareholders, investment principles and special intervention rights for the
supervision bodies.
United Kingdom
Converium Insurance (UK) Ltd. (CIL) is subject to UK insurance
regulation and the supervision by the UK Financial Services Authority (FSA). It
is anticipated that the UK regulatory environment will be subject to
considerable change between 2004 and 2006. This will include adoption of
increased solvency requirements, which are based upon the EU Solvency I
Directive. The latter will trigger increased capital requirements for certain
liability business. Prior to the introduction of the EU Solvency II Directive,
the FSA is expected to introduce enhanced capital requirements for general
insurers, which will include capital charges based upon assets, claims and
premium (Consultation Paper CP 190). CIL has taken steps to
anticipate the new requirements, in particular the initial capitalization of
the company has been set at a level that is expected to meet the enhanced
capital requirements for general insurers set out in CP190.
European Union Directives
Our businesses in the United Kingdom and Germany, as well as in the other
member states of the European Union (EU) and the European Economic Area, or
EEA, are impacted by EU directives. These directives are implemented through
legislation in each member state. Switzerland, which is not a member state of
the EU, entered into a treaty with the EU in 1989 which allows Swiss direct
insurers, other than life insurers, the free establishment of branches and
subsidiaries within the EU. Without being part of the EEA nor being bound by
contract, Switzerland reviews and largely conforms its financial services
regulations with EU Directives.
In October 2002, the European Commission, or EC, released a draft Proposal
for a Directive of the European Parliament and of the Council concerning
reinsurance and retrocession, which has been subject to a consultation process
in the interim. The proposed Directive, when adopted will essentially establish
the principles applicable to the taking-up of the business of reinsurance in a
Member State as well as rules regarding technical provisions and the solvency
requirements applicable to reinsurance companies. The Directive is based
largely on solvency related concepts stipulated in the prior Directive adopted
by the EU for insurance companies. The proposed Directive does not currently
provide for any discrimination of non-EU based reinsurance companies. However,
if the final adopted Directive should include such discriminatory regulations,
this could be a disadvantage for Converium AG in its doing business in the EU,
as Converium AG derives a substantial proportion of its revenues within the EU
and any competitive disadvantage we face there could have an adverse effect on
our result of operations.
C. ORGANIZATIONAL STRUCTURE
We are a multinational group of companies with insurance and reinsurance
subsidiaries and other companies organized in jurisdictions worldwide. Our
significant subsidiaries are Converium AG, Converium Finance S.A., Converium
Rückversicherung (Deutschland) AG and Converium Holdings (North America) Inc.,
which holds our subsidiaries Converium Reinsurance (North America) Inc. and
Converium Insurance (North America) Inc. Converium AG, owns, directly or
indirectly, 100% of all of our operating companies. In January 2003, Converium
purchased the remaining 1.37% interest in Converium Rückversicherung
(Deutschland) AG which increased its interest to 100.0%.
The following chart summarizes our corporate structure.
(1)
The sale and purchase agreement to acquire an additional 5.1% stake in
GAUM was successfully completed in February 2004. The total shareholding
in GAUM is now 30.1%.
D. PROPERTY, PLANTS AND EQUIPMENT
Our operational head office is located at General Guisan Quai 26, 8002
Zurich, Switzerland, where we lease an aggregate of 227,226 square feet. We
also maintain offices at:
our U.S. headquarters in New York, New York, at One Chase Manhattan
Plaza, New York, NY 10005 where we sublease an aggregate of 77,013
square feet and
our German headquarters in Cologne, Germany, at Clever Strasse 36,
50668 Köln, Germany where we lease an aggregate of 44,918 square feet
In addition to our headquarter offices, we lease space for our branch and
marketing offices. In addition, we have administrative offices in Stamford,
Connecticut. We believe that these facilities are adequate for our present
needs in all material respects. We also hold other properties for investment
purposes.
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
A. OPERATING RESULTS
You should read the following discussion and analysis in conjunction with
our consolidated financial statements including the related notes to those
financial statements. Our consolidated financial statements have been prepared
in accordance with U.S. GAAP. This discussion contains forward-looking
statements that involve risks and uncertainties and actual results may differ
materially from the results described or implied by these forward-looking
statements. You should read the information under Risk Factors on page 6 of
this annual report for information about material risks and uncertainties that
affect our