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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
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For the fiscal year ended December 31, 2004 |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
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For the transition period
from to |
Commission file number 0-27662
IPC Holdings, Ltd.
(Exact name of registrant as specified in its charter)
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Bermuda
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Not Applicable |
(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification No.) |
American International Building, 29 Richmond Road, Pembroke,
HM 08, Bermuda
(Address of principal executive offices)
(441) 298-5100
(Registrants telephone number,
including area code)
Securities registered pursuant to Section 12(b) of the
Act: None
Securities registered pursuant to Section 12(g) of the
Act: Common Shares, par value $0.01 per share
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been
subject to such filing requirements for the past
90 days. Yes þ No o
Indicate by check mark if the disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not
contained herein, and will not be contained, to the best of the
Registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this
Form 10-K or any amendment to this
Form 10-K. þ
Indicate by check mark whether the registrant is an accelerated
filer (as defined in Rule 12b-2 of the
Act). Yes þ No o
The aggregate market value of the Registrants common
shares held by non-affiliates of the Registrant as of
June 30, 2004, was $1,370,212,992 based on the last
reported sale price of Common Shares on the Nasdaq National
Market system on that date.
The number of the Registrants common shares, par value
U.S. $0.01 per share, as of February 28, 2005,
was 48,323,327.
DOCUMENTS INCORPORATED BY REFERENCE
1. Portions of the Registrants 2004 Annual Report to
Shareholders (the Annual Report) to be mailed to
shareholders on or about April 28th, 2005 are incorporated
by reference into Part II of this Form 10-K. With the
exception of the portions of the Annual Report specifically
incorporated herein by reference, the Annual Report is not
deemed to be filed as part of this Form 10-K.
2. Portions of the Registrants definitive Proxy
Statement to be filed with the Securities and Exchange
Commission pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended (the Exchange Act),
relating to the Registrants Annual Meeting of Shareholders
scheduled to be held June 10, 2005 (the Proxy
Statement) are incorporated by reference into
Part III of this Form 10-K. With the exception of the
portions of the Proxy Statement specifically incorporated herein
by reference, the Proxy Statement is not deemed to be filed as
part of this Form 10-K.
1
IPC HOLDINGS, LTD.
TABLE OF CONTENTS
2
PART I
Special Note Regarding Forward-Looking Information
This report contains certain forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933,
as amended, and Section 21E of the Securities Exchange Act
of 1934, as amended. Forward-looking statements are statements
other than historical information or statements of current
condition, including, but not limited to, expectations regarding
market cycles, renewals and our ability to increase written
premium volume and improve profit margins, market conditions,
the impact of current market conditions and trends on future
periods, the impact of our business strategy on our results,
trends in pricing and claims and the insurance and reinsurance
market response to catastrophic events. Some forward-looking
statements may be identified by our use of terms such as
believes, anticipates,
intends, or expects and relate to our
plans and objectives for future operations. In light of the
risks and uncertainties inherent in all forward-looking
statements, the inclusion of such statements in this report
should not be considered as a representation by us or any other
person that our objectives or plans will be achieved. We do not
intend, and are under no obligation, to update any
forward-looking statement contained in this report. The largest
single factor in our results has been and will continue to be
the severity or frequency of catastrophic events, which is
inherently unpredictable. Numerous factors could cause our
actual results to differ materially from those in the
forward-looking statements, including, but not limited to, the
following: (i) the occurrence of natural or man-made
catastrophic events with a frequency or severity exceeding our
estimates; (ii) any lowering or loss of one of the
financial ratings of IPC Holdings wholly-owned subsidiary,
IPCRe Limited (IPCRe and together with the Company,
IPCRe Europe (as defined herein) and IPCUSL (as defined herein),
we or IPC); (iii) a decrease in the
level of demand for property catastrophe reinsurance, or
increased competition owing to increased capacity of property
catastrophe reinsurers; (iv) the effect of competition on
market trends and pricing; (v) the adequacy of our loss
reserves; (vi) loss of our non-admitted status in United
States jurisdictions or the passage of federal or state
legislation subjecting us to supervision or regulation in the
United States; (vii) challenges by insurance regulators in
the United States to our claim of exemption from insurance
regulation under current laws; (viii) a contention by the
United States Internal Revenue Service that we are engaged in
the conduct of a trade or business within the U.S.;
(ix) loss of services of any one of our executive officers;
(x) changes in interest rates and/or equity values in the
United States of America and elsewhere; or (xi) changes in
exchange rates and greater than expected currency exposure.
General Development of the Business
Overview. We provide property catastrophe reinsurance
and, to a limited extent, property-per-risk excess, aviation
(including satellite) and other short-tail reinsurance on a
worldwide basis. During 2004, approximately 87% of our gross
premiums written covered property catastrophe risks. Property
catastrophe reinsurance covers unpredictable events such as
hurricanes, windstorms, hailstorms, earthquakes, volcanic
eruptions, fires, industrial explosions, freezes, riots, floods
and other man-made or natural disasters. The substantial
majority of the reinsurance written by IPCRe has been, and
continues to be, written on an excess of loss basis for primary
insurers rather than reinsurers, and is subject to aggregate
limits on exposure to losses. During 2004, we had approximately
290 clients, including many of the leading insurance companies
around the world. Approximately 45% of our clients in 2004 were
based in the United States, and approximately 39% of gross
premiums written during 2004 related primarily to
U.S. risks. Our non-U.S. clients and covered risks are
located principally in Europe, Japan, Australia and New Zealand.
During 2004, no single ceding insurer accounted for more than
4.6% of our gross premiums written. At December 31, 2004,
IPC Holdings had total shareholders equity of
$1,668 million and total assets of $2,028 million.
In response to a severe imbalance between the global supply of
and demand for property catastrophe reinsurance that developed
in the period from 1989 through 1993, IPC Holdings and its
wholly-owned subsidiary, IPCRe were formed as Bermuda companies
and commenced operations in June 1993 through the sponsorship of
American International Group, Inc. (AIG), a holding
company incorporated in Delaware which, through its
subsidiaries, is primarily engaged in a broad range of insurance
and insurance-related
3
activities and financial services in the United States and
abroad. AIG purchased 24.4% of IPC Holdings initial share
capital and an option (which was exercised on December 12,
2001) to obtain up to an additional 10% (on a fully diluted
basis, excluding employee stock options) of our share capital
(the AIG Option). Since our formation, subsidiaries
of AIG have provided administrative, investment management and
custodial services to us, and the Chairman of the Boards of
Directors of IPC Holdings, IPCRe and IPCRe Underwriting Services
Limited (IPCUSL) is also a director and officer of
various subsidiaries and affiliates of AIG. See
Item 13. Certain Relationships and Related
Transactions. For a discussion of the limitation of voting
rights of any 10% or more beneficial owner of common shares
(including AIG) to less than 10% of total voting rights, see
Amendment No. 2 to the Companys Registration
Statement on Form 8-A, dated July 9, 2003.
On March 13, 1996, IPC Holdings completed an initial public
offering in which 13,521,739 of the 25,000,000 common shares
outstanding, were sold by existing shareholders. IPC
Holdings common shares are included for trading on the
Nasdaq National Market under the ticker symbol IPCR.
On September 10, 1998, IPCRe incorporated a subsidiary in
Ireland, named IPCRe Europe Limited (IPCRe Europe).
Effective October 1, 1998, IPCRe Europe commenced
underwriting selected reinsurance business, primarily in Europe.
Currently, IPCRe Europe retrocedes 90% of the business it
underwrites to IPCRe. IPCRe Services Limited (IPCRe
Services), a subsidiary of IPC Holdings, Ltd., was
established in the United Kingdom on June 27, 1997, from
where European marketing efforts were conducted on behalf of
IPCRe and IPCRe Europe. IPCRe Services ceased operations in
January, 2000, and was dissolved on December 11, 2001.
On November 7, 2001, IPC Holdings incorporated a subsidiary
in Bermuda, IPCUSL, which is licensed as an Underwriting Agent
and currently acts for Allied World Assurance Company, Ltd, a
Bermuda-based Class 4 insurer (see Item 13.
Certain Relationships and Related Transactions, and
Note 9 to the Consolidated Financial Statements
Related Party Transactions).
On December 12, 2001, we completed a follow-on public
offering in which 17,480,000 ordinary shares were sold
(including the exercise of the over-allotment option of
2,280,000 shares) at $26.00 per share. Concurrent with
the offering, we sold 2,847,000 shares in a private
placement to AIG at a price equal to the public offering price.
Furthermore, AIG exercised the AIG Option, whereby they acquired
2,775,000 shares at an exercise price of $12.7746 per
share. Total net proceeds raised from these transactions were
approximately $546 million. AIG presently owns
11,722,000 shares, or 24.3%, of our outstanding shares. AIG
has informed us that they presently intend to continue their
share ownership in the Company for the foreseeable future.
Internet Address: Our Internet address is www.ipcre.bm
and the investor relations section of our web site is
located at
www.ipcre.bm/sections/financial-info/frmsIquarterlies.html.
We make available free of charge, on or through the investor
relations section of our web site, annual reports on
Form 10-K, quarterly reports on Form 10-Q and current
reports on Form 8-K and amendments to those reports filed
or furnished pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 as soon as reasonably
practicable after we electronically file such material with, or
furnish it to, the Securities and Exchange Commission.
Recent Industry and Legislative Developments
From 1996 to 1999, there was an increase in the supply of
reinsurance capacity, which caused downward pressure on pricing.
In 1996, 1997, 2000, 2002 and 2003 few major catastrophic events
occurred. Consequently, few claims were made on IPCRe. In
contrast thereto, many catastrophic events occurred in 1998,
1999, 2001 and 2004 in many parts of the world, including
Hurricane Georges in 1998 (estimated industry losses in excess
of $4 billion); a hailstorm which struck Sydney, Australia
in April, 1999 (estimated industry losses of $1.6 billion);
Hurricane Floyd (estimated industry losses of
$2.2 billion); and cyclones Anatol, Lothar and Martin that
struck several parts of Europe in December, 1999 (estimated
industry losses in excess of $9 billion). In June 2001,
Tropical Storm Allison affected parts of Texas (estimated
industry losses of $2.5 billion) and on September 11,
2001, terrorist attacks were carried out in the
U.S. (estimated industry property losses of
$18.8 billion ). During 2004, the combined insured property
losses from all catastrophic events set a new annual record. The
2004 events included the four hurricanes that made landfall in
Florida and
4
affected other parts of the South-Eastern United States and the
Caribbean in the third quarter, and a record number of typhoons
which made landfall in Japan, several of which resulted in
significant insured losses. Estimates of the aggregated industry
losses from these third quarter, 2004 events range from
$30 billion to $35 billion. The property catastrophe
reinsurance market began experiencing improvements in rates,
terms and conditions in the fourth quarter of 2000. The
improvements in rates, terms and conditions continued throughout
2001 and were accelerated by the terrorist attacks of September
11. Property catastrophe reinsurance premiums have often risen
in the aftermath of significant catastrophic losses. As claims
are reserved, industry surplus is depleted and the
industrys capacity to write new business diminishes.
During the fourth quarter of 2001, in response to the reduction
in the capacity and anticipated increased demand, many
companies, including ourselves, raised additional capital. There
were also a number of new insurance and reinsurance companies
formed in Bermuda and elsewhere, hoping to satisfy demand and
benefit from improved market terms and conditions. We believe
that market trends similar to those that have occurred in past
cycles are developing in the current environment.
With respect to terms and conditions other than pricing, for
renewals in the period 2002 to 2004 the coverage of claims that
are the result of terrorist acts was generally
excluded from property catastrophe reinsurance contracts
covering large commercial risks, but not excluded for personal
lines or other coverages except where caused by nuclear,
biological or chemical means. During the period 2002 to 2004,
IPCRe participated in a number of underwriting pools which cover
property losses arising from terrorist acts as a separate hazard.
On November 26, 2002, the Terrorism Risk Insurance Act of
2002 (TRIA) was signed into law. TRIA, which does
not apply to reinsurance companies such as IPCRe, establishes a
temporary federal program which requires U.S. and other insurers
to offer coverage in their commercial property and casualty
policies for losses resulting from terrorists acts
committed by foreign persons or interests in the United States
or with respect to specified U.S. air carriers, vessels or
missions abroad. The coverage offered may not differ materially
from the terms, amounts and other coverage limitations
applicable to other policy coverages. Generally, insurers will
pay all losses resulting from a covered terrorist act to
policyholders, retaining a defined deductible and
10% of losses above the deductible. The federal government will
reimburse insurers for 90% of losses above the deductible and,
under certain circumstances, the federal government will require
insurers to levy surcharges on policyholders to recoup for the
federal government its reimbursements paid.
As a result of TRIA, our participation in coverage for terrorism
within the United States declined during 2003 and 2004. We have
continued to exclude losses resulting from terrorist acts, as
defined in this legislation, from U.S. property catastrophe
contracts covering large commercial risks incepting
January 1, 2005. TRIA is currently set to expire at the end
of 2005, and it is uncertain as to whether it will be extended
or renewed. If TRIA is not extended or renewed, there may be an
increase in demand for coverage for losses resulting from
terrorism. Coverage may be sought through separate contracts, or
some cedents may seek to include the hazard of terrorism in
catastrophe reinsurance contracts, which many reinsurers,
including IPCRe, currently exclude for commercial risks, as
discussed above.
Business Strategy
Our principal strategy is to provide property catastrophe excess
of loss reinsurance programs to a geographically diverse,
worldwide clientele of primary insurers with whom we maintain
long-term relationships. Under excess of loss contracts, we
begin paying losses when our customers claims from a
particular catastrophic event exceed a specified amount (known
as an attachment point), and our maximum liability is capped at
an amount specified in our reinsurance contracts. To a lesser
extent, we also seek to provide these clients with other excess
of loss short-tail reinsurance products. On a limited basis, we
provide similar reinsurance programs and products to reinsurers.
We periodically consider underwriting additional lines of
property/casualty coverage, including on a non-excess of loss
basis, provided losses can be limited in a manner comparable to
that described below.
5
The primary elements of our strategy include:
Disciplined Risk Management. We seek to limit and
diversify our loss exposure through six principal mechanisms:
(i) writing substantially all of our premiums on an excess
of loss basis, which limits our ultimate exposure per contract
and permits us to determine and monitor our aggregate loss
exposure; (ii) adhering to maximum limitations on
reinsurance accepted in defined geographical zones;
(iii) limiting program size for each client in order to
achieve diversity within and across geographical zones;
(iv) administering risk management controls appropriately
weighted with our modeling techniques, as well as our assessment
of qualitative factors (such as the quality of the cedents
management and capital and risk management strategy);
(v) utilizing a range of attachment points for any given
program in order to balance the risks assumed with the premiums
written; and (vi) prudent underwriting of each program
written. Historically, we have declined to renew existing
business if the terms were unfavorable or if the exposure would
violate any of these limitations. We utilize a limited amount of
retrocessional protection. Therefore, we retain most of the risk
in the reinsurance contracts we write and pay a relatively small
amount in retrocession premiums.
Capital-Based Exposure Limits. Each year, we establish
maximum limitations on reinsurance accepted in defined
geographic zones on the basis of, and as a proportion of,
shareholders equity.
Client Selection and Profile. We believe that
establishing long-term relationships with insurers who have
sound capital and risk management strategies is key to creating
long-term value for our shareholders. We have successfully
attracted customers that are generally sophisticated,
long-established insurers who desire the assurance not only that
claims will be paid, but that reinsurance will continue to be
available after claims have been paid. We believe our financial
stability, ratings from Standard & Poors
(S & P) and A.M. Best Company (A.M.
Best) and growth of capital are essential for creating and
maintaining these long-term relationships.
Capital Management and Shareholder Returns. We manage our
capital relative to our risk exposure in an effort to maximize
sustainable long-term growth in shareholder value, while
recognizing that catastrophic losses will adversely impact
short-term financial results from time to time. We seek growth
of IPCs capital to protect it from major catastrophes, to
ensure ongoing customer relationships and to support premium
growth opportunities.
Disciplined Investment Management. In light of the risks
of our underwriting business, our primary investment strategy is
capital preservation. Current investment guidelines permit
investments in equities up to a maximum of 20% of the total
portfolio, up to 7.5% in hedge funds and our fixed maturity
investments are substantially limited to the top three
investment grades or the equivalent thereof, at the time of
purchase. At December 31, 2004 our equity and hedge fund
investments consisted of four managed funds: an institutional
index fund, which tracks the investment returns of the
S & P 500 Index, a fund of hedge funds, an American
equity fund and a global equity fund. The last three funds are
managed by a subsidiary of AIG. These investments represented
22.5% of the total fair value of our investment portfolio on
December 31, 2004. On that date, 80.9% of our fixed
maturity investments consisted of cash and cash equivalents,
U.S. Treasuries or other government agency issues and
investments with an AAA or AA rating.
Business
General. We provide treaty reinsurance principally to
insurers of personal and commercial property worldwide. Treaty
reinsurance is reinsurance of a specified type or category of
risk defined in a contract. As described below, we write most
reinsurance on an excess of loss basis. Our property catastrophe
reinsurance coverages, which accounted for 87% of our gross
premiums written during 2004, are generally all-risk
in nature, subject to various policy exclusions. Our predominant
exposure under such coverages is to property damage from
unpredictable events such as hurricanes, windstorms, hailstorms,
earthquakes and volcanic eruptions, although we are also exposed
to losses from sources as diverse as freezes, riots, floods,
industrial explosions, fires, and other man-made or natural
disasters. The balance of premiums written are derived from
aviation (including satellite), property-per-risk excess of loss
and other short-tail reinsurance. In accordance with market
practice, our property catastrophe reinsurance coverage
generally excludes certain risks such as war, pollution, nuclear
contamination and radiation. During the two year period between
2002 and 2004,
6
IPCRe has participated in a number of underwriting pools which
cover property losses arising from terrorist acts as a separate
hazard.
Because we underwrite property catastrophe reinsurance and have
large aggregate exposures to natural and man-made disasters, our
loss experience generally has included and will continue to
include infrequent events of great severity. Consequently, the
occurrence of losses from catastrophic events has caused and is
likely to continue to cause our financial results to be
volatile. In addition, because catastrophes are an inherent risk
of our business, a major event or series of events, such as
occurred during 1998, 1999, 2001 and 2004, can be expected to
occur from time to time. In the future, such events could have a
material adverse effect on our financial condition or results of
operations, possibly to the extent of eliminating our
shareholders equity. Increases in the values and
concentrations of insured property and the effects of inflation
have resulted in increased severity of industry losses in recent
years, and we expect that those factors will increase the
severity of catastrophe losses per year in the future.
We currently seek to limit our loss exposure principally by
offering most of our products on an excess of loss basis,
adhering to maximum limitations on reinsurance accepted in
defined geographic zones, limiting program size for each client
and prudent underwriting of each program written. In addition,
our policies contain limitations and certain exclusions from
coverage. There can be no assurance that our efforts to limit
exposure by using the foregoing methods will be successful. In
addition, geographic zone limitations involve significant
underwriting judgments, including the determination of the area
of the zones and the inclusion of a particular policy within a
zones limits. Underwriting is inherently a matter of
judgment, involving important assumptions about matters that are
unpredictable and beyond our control, and for which historical
experience and probability analysis may not provide sufficient
guidance.
Excess of Loss Reinsurance Contracts. Our policy is to
write substantially all of our business on an excess of loss
basis. Such contracts provide a defined limit of liability,
permitting us to quantify our aggregate maximum loss exposure.
By contrast, maximum liability under pro rata contracts is more
difficult to quantify precisely. Quantification of loss exposure
is fundamental to our ability to manage our loss exposure
through geographical zone limits and the program limits
described below. Excess of loss contracts also help us to
control our underwriting results by increasing our flexibility
to determine premiums for reinsurance at specific retention
levels, based upon our own underwriting assumptions, and
independent of the premiums charged by primary insurers. In
addition, because primary insurers typically retain a larger
loss exposure under excess of loss contracts, they have a
greater incentive to underwrite risks in a prudent manner.
In addition, we diversify our risk by, to a limited extent,
writing other short-tail coverages, including risk excess of
loss, aviation (including satellite), and other lines, including
marine, a quota share of workers compensation catastrophe
excess (not renewed in 2004), and kidnap and ransom and related
exposures. These lines diversify risk (although they may involve
some catastrophe exposure) and thus reduce the volatility in
results of operations caused by catastrophes.
7
The following table sets out our gross premiums written and
related number of contracts by type of reinsurance.
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Year Ended December 31, | |
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2004 | |
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2003 | |
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2002 | |
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Percentage | |
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Percentage | |
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Percentage | |
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of | |
|
Number | |
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|
of | |
|
Number | |
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|
of | |
|
Number | |
| Type of Reinsurance |
|
Premiums | |
|
Premiums | |
|
of | |
|
Premiums | |
|
Premiums | |
|
of | |
|
Premiums | |
|
Premiums | |
|
of | |
| Assumed |
|
Written | |
|
Written | |
|
Contracts | |
|
Written | |
|
Written | |
|
Contracts | |
|
Written | |
|
Written | |
|
Contracts | |
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(In thousands) | |
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(In thousands) | |
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(In thousands) | |
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Catastrophe excess of loss
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|
$ |
328,261 |
|
|
|
86.7 |
% |
|
|
1,808 |
|
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$ |
272,507 |
|
|
|
84.4 |
% |
|
|
1,859 |
|
|
$ |
208,930 |
|
|
|
80.4 |
% |
|
|
1,550 |
|
|
Risk excess of loss
|
|
|
10,895 |
|
|
|
2.9 |
% |
|
|
61 |
|
|
|
10,341 |
|
|
|
3.2 |
% |
|
|
89 |
|
|
|
10,547 |
|
|
|
4.1 |
% |
|
|
76 |
|
|
Retrocessional reinsurance
|
|
|
15,783 |
|
|
|
4.2 |
% |
|
|
106 |
|
|
|
16,956 |
|
|
|
5.3 |
% |
|
|
85 |
|
|
|
15,578 |
|
|
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6.0 |
% |
|
|
87 |
|
|
Aviation(1)
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|
|
15,028 |
|
|
|
4.0 |
% |
|
|
64 |
|
|
|
10,621 |
|
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|
3.3 |
% |
|
|
43 |
|
|
|
9,304 |
|
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3.6 |
% |
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34 |
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Other
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8,442 |
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2.2 |
% |
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|
84 |
|
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12,337 |
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3.8 |
% |
|
|
94 |
|
|
|
15,326 |
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5.9 |
% |
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|
83 |
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Total
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$ |
378,409 |
|
|
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100.0 |
% |
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2,123 |
|
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$ |
322,762 |
|
|
|
100.0 |
% |
|
|
2,170 |
|
|
$ |
259,685 |
|
|
|
100.0 |
% |
|
|
1,830 |
|
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| (1) |
For the 2004, 2003 and 2002 underwriting years, aviation
included three aviation contracts and two satellite contracts,
written on a pro rata basis rather than excess of loss. The
majority of other aviation contracts were written on an excess
of loss basis. |
Catastrophe Excess of Loss Reinsurance. Catastrophe
excess of loss reinsurance provides coverage to a primary
insurer when aggregate claims and claim expenses from a single
occurrence of a peril, covered under a portfolio of primary
insurance contracts written by the primary insurer, exceed the
attachment point specified in the reinsurance contract with the
primary insurer. The primary insurer can then recover up to the
limit of reinsurance it has elected to buy for each layer. Once
a layer is breached by collection of claims, the primary insurer
generally buys replacement coverage for the liability used,
i.e., a reinstatement, for an additional premium. Most of our
policies are limited to losses occurring during the policy term.
Risk Excess of Loss Reinsurance. To a lesser extent, we
also write risk excess of loss property reinsurance. This
reinsurance responds to a loss of the reinsured in excess of its
retention level on a single risk, rather than to
aggregate losses for all covered risks, as does catastrophe
reinsurance. A risk in this context might mean the
insurance coverage on one building or a group of buildings or
the insurance coverage under a single policy which the reinsured
treats as a single risk. Most of the risk excess treaties in
which we participate contain a relatively low loss-per-event
limit on our liability.
Retrocessional Reinsurance. We also provide reinsurance
cover to other reinsurance companies, which is known as
retrocessional protection. Demand for, and terms and conditions,
including pricing of, this type of business can vary quite
significantly from year to year. Accordingly, the premium volume
that we write of this type of business may fluctuate year to
year. Most of the underlying risks retroceded arise from
property catastrophe excess of loss contracts.
Aviation Reinsurance. We also write a small amount of
short-tail aviation reinsurance on proportional and excess of
loss bases. Although they primarily involve property damage,
certain aviation risks may involve casualty coverage arising
from the same event causing the property damage. In 2004, the
majority of this business was written in three pro rata aviation
contracts, where the underlying insurance is written on an
excess of loss basis, and two pro rata satellite contracts.
Other Lines of Business. Other lines include pro rata
participations in a number of pools which underwrite terrorism
as a separate risk; a quota share of workers compensation
catastrophe excess (not renewed in 2004); a quota share of
kidnap and ransom and related exposures; excess of loss and a
quota share of medical expense coverage, some marine excess of
loss contracts and some miscellaneous property covers, on an
excess of loss basis.
8
Policy Features. Historically, our policies have been
written for a one-year period, and generally without
experience-based adjustments. During the period 1997 to 1999,
the trend in the industry was towards multi-year policies. In
particular, some of the insureds renewing policies in 1999
specifically requested longer periods, in part to address
concerns regarding Y2K risks. A proportion of our policies in
1999 were for terms of fifteen to eighteen months. However,
commencing in the second quarter of 1999, we declined renewals
and submissions of new business which were on a multi-year
basis, because of the general inadequacy of market pricing. In
addition, during the same period, the industry offered a variety
of experienced-based incentives such as no claims
bonuses and profit commissions. A proportion of our policies
included some or all of these incentives, but we have generally
declined to accept such terms during the past three years.
Because of the improvements in terms and conditions that have
taken place, we will consider writing business on a multi-year
basis treaty by treaty.
Underwriting Services. Beginning on December 1,
2001, we commenced providing underwriting services to a
multi-line insurance and reinsurance company in which AIG owns a
23.4% ownership interest. (See Item 13. Certain
Relationships and Related Transactions, and Note 9 to
the Consolidated Financial Statements Related Party
Transactions.)
Geographic Diversification
Since inception, we have sought to diversify our exposure across
geographic zones around the world in order to obtain the optimum
spread of risk. We divide our markets into geographic zones and
limit coverage we are willing to provide for any risk located in
a particular zone, so as to limit our net aggregate loss
exposure from all contracts covering risks believed to be
located in that zone, to a predetermined level. Contracts that
have worldwide territorial limits have exposures in
several geographic zones. We treat these as truly global limits,
although the actual underlying exposures may not be global.
Worldwide aggregate liabilities are added to those
in each and every applicable zone, to determine our aggregate
loss exposure in each zone.
The predetermined levels are established annually on the basis
of, and as a proportion of, shareholders equity. If a
proposed reinsurance program would cause the limit then in
effect to be exceeded, the program would be declined, regardless
of its desirability, unless we utilize retrocessional coverage
(i.e., IPC purchasing reinsurance, such as our proportional
reinsurance facilities discussed in Retrocessional
Reinsurance Purchased below), thereby reducing the net
aggregate exposure to the maximum limit permitted, or less. If
we were to suffer a net financial loss in any fiscal year, thus
reducing shareholders equity, the limits per zone would be
reduced in the next year, with the possible effect that we would
thereafter reduce existing business in a zone exceeding such
limit.
Currently, we have divided the United States into 8 geographic
zones and our other markets, including Europe and Japan, into a
total of 18 zones. We designate as zones geographic areas which,
based on historic catastrophe loss experience reflecting actual
catastrophe events and property development patterns, we believe
are most likely to absorb a large percentage of losses from one
catastrophic event. These zones are determined using computer
modeling techniques and underwriting assessments. The zones may
vary in size, level of population density and commercial
development in a particular area. The zones with the greatest
exposure written are in the United States, in particular the
Atlantic and North-Central regions, and northern Europe. The
parameters of these geographic zones are subject to periodic
review and change.
We recognize that events may affect more than one zone, and to
the extent we have accepted reinsurance from a ceding insurer
with a loss exposure in more than one zone, we will consider
such potential loss in testing its limits in all such affected
zones. For example, the program for a U.S. national carrier
typically will be subject to limits in each U.S. zone. A
program with worldwide exposure will also be subject to limits
in U.S. zones or other zones around the world, as
applicable. This results in very substantial
double-counting of exposures in determining
utilization of an aggregate within a given zone. Consequently,
the total sum insured will be less than the sums of utilized
aggregates for all of the zones.
9
The following table sets out gross premiums written, number of
written contracts and the percentage of our premiums allocated
to the zones of coverage exposure.
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Year Ended December 31, | |
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|
| |
| |
|
2004 | |
|
2003 | |
|
2002 | |
| |
|
| |
|
| |
|
| |
| |
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|
|
Percentage | |
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|
Percentage | |
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|
Percentage | |
|
|
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|
|
of | |
|
Number | |
|
|
|
of | |
|
Number | |
|
|
|
of | |
|
Number | |
| Geographic |
|
Premiums | |
|
Premiums | |
|
of | |
|
Premiums | |
|
Premiums | |
|
of | |
|
Premiums | |
|
Premiums | |
|
of | |
| Area(1) |
|
Written | |
|
Written | |
|
Contracts | |
|
Written | |
|
Written | |
|
Contracts | |
|
Written | |
|
Written | |
|
Contracts | |
| |
|
| |
|
| |
|
| |
|
| |
|
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|
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|
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| |
|
| |
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|
(In thousands) | |
|
|
|
|
|
(In thousands) | |
|
|
|
|
|
(In thousands) | |
|
|
|
|
|
United States
|
|
$ |
147,986 |
|
|
|
39.1 |
% |
|
|
937 |
|
|
$ |
136,319 |
|
|
|
42.2 |
% |
|
|
922 |
|
|
$ |
117,904 |
|
|
|
45.4 |
% |
|
|
707 |
|
|
Worldwide(2)
|
|
|
63,029 |
|
|
|
16.7 |
% |
|
|
204 |
|
|
|
54,491 |
|
|
|
16.9 |
% |
|
|
210 |
|
|
|
36,804 |
|
|
|
14.2 |
% |
|
|
206 |
|
|
Worldwide (excluding the U.S.)(3)
|
|
|
6,523 |
|
|
|
1.7 |
% |
|
|
61 |
|
|
|
15,747 |
|
|
|
4.9 |
% |
|
|
78 |
|
|
|
16,312 |
|
|
|
6.3 |
% |
|
|
71 |
|
|
Europe (including the U.K.)
|
|
|
109,753 |
|
|
|
29.0 |
% |
|
|
640 |
|
|
|
87,594 |
|
|
|
27.2 |
% |
|
|
629 |
|
|
|
62,861 |
|
|
|
24.2 |
% |
|
|
506 |
|
|
Japan
|
|
|
28,124 |
|
|
|
7.4 |
% |
|
|
88 |
|
|
|
15,597 |
|
|
|
4.8 |
% |
|
|
99 |
|
|
|
15,432 |
|
|
|
5.9 |
% |
|
|
79 |
|
|
Australia and New Zealand
|
|
|
20,422 |
|
|
|
5.4 |
% |
|
|
105 |
|
|
|
10,276 |
|
|
|
3.2 |
% |
|
|
98 |
|
|
|
6,102 |
|
|
|
2.4 |
% |
|
|
82 |
|
|
Other
|
|
|
2,572 |
|
|
|
0.7 |
% |
|
|
88 |
|
|
|
2,738 |
|
|
|
0.8 |
% |
|
|
134 |
|
|
|
4,270 |
|
|
|
1.6 |
% |
|
|
179 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
378,409 |
|
|
|
100.0 |
% |
|
|
2,123 |
|
|
$ |
322,762 |
|
|
|
100.0 |
% |
|
|
2,170 |
|
|
$ |
259,685 |
|
|
|
100.0 |
% |
|
|
1,830 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes:
|
|
| (1) |
Except as otherwise noted, each of these categories includes
contracts that cover risks primarily located in the designated
geographic area. |
| |
| (2) |
Includes contracts that cover risks primarily in two or more
geographic zones, including the United States. |
| |
| (3) |
Includes contracts that cover risks primarily in two or more
geographic zones, excluding the United States. |
10
The following table sets out our gross aggregate in-force
liability allocated to various zones of coverage exposure at
January 1, 2005, 2004 and 2003. Our aggregate limits will
be reduced to the extent that business is ceded to our
reinsurance facilities (see Retrocessional Reinsurance
Purchased below).
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|
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|
|
|
|
|
| |
|
Aggregate Limit of Liability at January 1, | |
| |
|
| |
| Geographic Area |
|
2005 | |
|
2004 | |
|
2003 | |
| |
|
| |
|
| |
|
| |
| |
|
(In thousands) | |
|
(In thousands) | |
|
(In thousands) | |
|
United States
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
New England
|
|
$ |
1,087,617 |
|
|
$ |
977,208 |
|
|
$ |
742,061 |
|
| |
Atlantic
|
|
|
1,098,190 |
|
|
|
1,034,551 |
|
|
|
776,912 |
|
| |
Gulf
|
|
|
1,053,427 |
|
|
|
978,042 |
|
|
|
740,047 |
|
| |
North Central
|
|
|
1,075,801 |
|
|
|
980,491 |
|
|
|
766,722 |
|
| |
Mid West
|
|
|
1,034,271 |
|
|
|
963,394 |
|
|
|
734,521 |
|
| |
West
|
|
|
1,048,816 |
|
|
|
956,375 |
|
|
|
735,521 |
|
| |
Alaska
|
|
|
669,674 |
|
|
|
591,250 |
|
|
|
420,620 |
|
| |
Hawaii
|
|
|
601,819 |
|
|
|
545,847 |
|
|
|
388,733 |
|
| |
|
Total United States(1)
|
|
|
1,301,813 |
|
|
|
1,218,265 |
|
|
|
928,784 |
|
|
Canada
|
|
|
216,977 |
|
|
|
169,402 |
|
|
|
127,134 |
|
|
Worldwide(2)
|
|
|
272,039 |
|
|
|
212,433 |
|
|
|
150,172 |
|
|
Worldwide (excluding the U.S.)(3)
|
|
|
81,417 |
|
|
|
80,139 |
|
|
|
119,852 |
|
|
Northern Europe
|
|
|
992,525 |
|
|
|
934,122 |
|
|
|
667,887 |
|
|
Japan
|
|
|
275,210 |
|
|
|
227,655 |
|
|
|
182,008 |
|
|
Australia and New Zealand
|
|
|
312,950 |
|
|
|
233,080 |
|
|
|
60,683 |
|
Notes:
|
|
| (1) |
The United States in aggregate is not a zone. The degree of
double-counting in the 8 U.S. zones is
illustrated by the relation of the aggregate in-force limit of
liability for the United States compared to the individual
limits of liability in the 8 zones. |
| |
| (2) |
Includes contracts that cover risks primarily in two or more
geographic zones, including the United States. |
| |
| (3) |
Includes contracts that cover risks primarily in two or more
geographic zones, excluding the United States. |
The effectiveness of geographic zone limits in managing risk
exposure depends on the degree to which an actual event is
confined to the zone in question and on our ability to determine
the actual location of the risks believed to be covered under a
particular reinsurance program. Accordingly, there can be no
assurance that risk exposure in any particular zone will not
exceed that zones limits.
With respect to U.S. exposures, we use the computer-based
systems described below as one tool in estimating the aggregate
losses that could occur under all our contracts covering
U.S. risks as a result of a range of potential catastrophic
events. By evaluating the effects of various potential events,
we monitor whether the risks that could be accepted within a
zone are appropriate in light of other risks already affecting
such zone and, in addition, whether the level of our zone limits
is acceptable.
Underwriting and Program Limits
In addition to geographic zones, we seek to limit our overall
exposure to risk by pursuing a disciplined underwriting strategy
which limits the amount of reinsurance we will supply in
accordance with a particular program or contract, so as to
achieve diversification within and across geographical zones.
Commencing January 2004, the maximum exposure was generally
limited to $60 million per program and to $10 million
per contract. In 2002 and 2003, program limits and contract
limits were $50 million and $10 million, respectively.
Under the authority of the Chief Executive Officer, we have
exceeded these limits in a small number of
11
instances. We also attempt to distribute our exposure across a
range of attachment points i.e., the amount of claims that have
to be borne by the ceding insurer before our reinsurance
coverage applies. Attachment points vary and are based upon our
assessment of the ceding insurers market share of property
perils in any given geographic zone to which the contract
relates, as well as the capital needs of the ceding insurer.
Prior to reviewing any program proposal, we consider the
appropriateness of the cedent, including the quality of its
management and its capital and risk management strategy. In
addition, we request that each proposed reinsurance program
received includes information on the nature of the perils to be
included and detailed aggregate information as to the location
or locations of the risks covered under the catastrophe
contract. Additional information would also include the
cedents loss history for the perils being reinsured,
together with relevant underwriting considerations which would
impact exposures to catastrophe reinsurers. We first evaluate
exposures on new programs in light of the overall zone limits in
any given catastrophe zone, together with program limits and
contract limits, to ensure a balanced and disciplined
underwriting approach. If the program meets all these initial
underwriting criteria, we then evaluate the proposal in terms of
its risk/reward profile to assess the adequacy of the proposed
pricing and its potential impact on our overall return on
capital. Once a program meets our requirements for underwriting
and pricing, the program would then be authorized for acceptance.
We extensively use sophisticated modeling and other technology
in our underwriting techniques. Each authorized line is
registered on the reinsurance data system we use for both
underwriting and aggregate control purposes. This system enables
both management and underwriters to have on-line information
regarding both individual exposures and zonal aggregate
concentrations. Submissions are recorded to determine and
monitor their status as being pending, authorized, or bound.
In addition to the reinsurance data system, we use computer
modeling to measure and estimate loss exposure under both
simulated and actual loss scenarios and in comparing exposure
portfolios to both single and multiple events. Since 1993, we
have contracted AIR Worldwide Corporation for the use of their
proprietary models, currently CATRADER®, as part of our
modeling approach. These computer-based loss modeling systems
utilize A.M. Bests data and direct exposure information
obtained from our clients, to assess each clients
catastrophe management approach and adequacy of their
programs protection. Modeling is part of our underwriting
criteria for catastrophe exposure pricing. The majority of our
client base also use one or more of the various modeling
consulting firms in their exposure management analysis, upon
which their catastrophe reinsurance buying is based. In
addition, we sometimes perform or contract for additional
modeling analysis when reviewing our major commitments. The
combination of reinsurance system information, together with
CATRADER® modeling, enables us to monitor and control our
acceptance of exposure on a global basis.
Generally, the proposed terms of coverage, including the premium
rate and retention level for excess of loss contracts, are set
by the lead reinsurer and agreed to by the client and broker. On
placements requiring large market capacity, typically the broker
strives to achieve a consensus of proposed terms with many
participating underwriters to ensure placement. On both U.S. and
non-U.S. business, we act in many cases as a lead or
consensus lead reinsurer. When not the lead, we sometimes
actively negotiate additional terms or conditions. If we elect
to authorize a participation, the underwriter will specify the
percentage or monetary participation in each layer, and will
execute a slip to be followed by a contract to formalize
coverage.
We have a procedure for underwriting control to ensure that all
acceptances are made in accordance with our underwriting policy
and aggregate control. Each underwriting individual is given an
underwriting authority, limits above which must be submitted for
approval to the Chief Executive Officer. All new acceptances are
reviewed by senior underwriting personnel.
Generally, 60% (by volume) of premiums (excluding reinstatement
premiums) we write each year are for contr