UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
| x ANNUAL | REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2002
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File No. 1-11778
ACE LIMITED
(Exact name of registrant as specified in its charter)
| Cayman Islands |
98-0091805 | |
| (Jurisdiction of Incorporation) |
(I.R.S. Employer Identification No.) |
ACE Global Headquarters
17 Woodbourne Avenue
Hamilton HM 08
Bermuda
(441) 295-5200
(Address, including zip code, and telephone number,
including area code, of registrants principal executive offices)
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class |
Name of Exchange on which Registered | |
| Ordinary Shares, par value $0.041666667 per share |
New York Stock Exchange | |
| ACE Capital Trust I 8.875 percent Trust Originated Preferred Securities mature 2029 |
New York Stock Exchange | |
| Capital Re LLC 7.65 percent Trust Preferred Securities of Subsidiary Trust (and registrants guaranty with respect thereto) mature 2044 |
New York Stock Exchange | |
| ACE Limited 8.25 percent FELINE PRIDES mature 2003 |
New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods 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 ¨
Indicate by check mark whether registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes þ No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrants knowledge, in definitive proxy or information statements incorporated by reference into Part III of this Form 10-K or any amendment to this Form 10-K. ¨
As of June 28, 2002, there were 262,247,758 Ordinary Shares par value $0.041666667 of the registrant outstanding and the aggregate market value of voting stock held by non-affiliates at such date was approximately $8.2 billion. For the purposes of this computation, shares held by directors and officers of the registrant have been excluded. Such exclusion is not intended, nor shall it be deemed, to be an admission that such persons are affiliates of the registrant.
DOCUMENTS INCORPORATED BY REFERENCE
Certain portions of registrants definitive proxy statement relating to its Annual General Meeting of Shareholders scheduled to be held on May 15, 2003, are incorporated by reference to Part III of this report and certain portions of the 2002 Annual Report to Shareholders are incorporated by reference into Parts II and IV of this report.
ACE LIMITED
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| PART I |
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| Item 1. |
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| Item 2. |
29 | |||
| Item 3. |
29 | |||
| Item 4. |
29 | |||
| PART II |
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| Item 5. |
Market for Registrants Ordinary Shares and Related Stockholder Matters |
31 | ||
| Item 6. |
32 | |||
| Item 7. |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
32 | ||
| Item 7A. |
32 | |||
| Item 8. |
32 | |||
| Item 9. |
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
32 | ||
| PART III |
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| Item 10. |
33 | |||
| Item 11. |
33 | |||
| Item 12. |
Security Ownership of Certain Beneficial Owners and Management |
33 | ||
| Item 13. |
34 | |||
| PART IV |
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| Item 14. |
35 | |||
| Item 15. |
Exhibits, Financial Statement Schedules, and Reports on Form 8-K |
35 | ||
PART I
Safe Harbor Disclosure
The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements. Any written or oral statements made by or on our behalf may include forward-looking statements which reflect our current views with respect to future events and financial performance. These forward-looking statements are subject to certain uncertainties and other factors that could cause actual results to differ materially from such statements. These uncertainties and other factors (which are described in more detail elsewhere herein and in other documents we file with the Securities and Exchange Commission (SEC)) include, but are not limited to:
| | global political conditions, the occurrence of any terrorist attacks, including any nuclear, biological or chemical events, or the outbreak and effects of war, and possible business disruption or economic contraction that may result from such events; |
| | the effects of public company bankruptcies and/or accounting restatements, as well as disclosures by and investigations of public companies relating to possible accounting irregularities, and other corporate governance issues, including the effects of such events on: |
| | the capital markets; |
| | the markets for directors and officers and errors and omissions insurance; and |
| | claims and litigation arising out of such disclosures or practices by other companies; |
| | the ability to collect reinsurance recoverable, credit developments of reinsurers and any delays with respect thereto; |
| | the occurrence of catastrophic events or other insured or reinsured events with a frequency or severity exceeding our estimates; |
| | actual loss experience from insured or reinsured events; |
| | the uncertainties of the loss reserving and claims settlement processes, including the difficulties associated with assessing environmental damage and asbestos-related latent injuries, the impact of aggregate policy coverage limits, and the impact of bankruptcy protection sought by various asbestos producers and other related businesses; |
| | judicial decisions and rulings, new theories of liability and legal tactics; |
| | the impact of the September 11 tragedy and its aftermath on our insureds and reinsureds, on the insurance and reinsurance industry, and on the economy in general; |
| | uncertainties relating to governmental, legislative and regulatory policies, developments and treaties, which among other things, could subject us to insurance regulation or taxation in additional jurisdictions or affect our current operations; |
| | the actual amount of new and renewal business, market acceptance of our products, and risks associated with the introduction of new products and services and entering new markets; |
| | the competitive environment in which we operate, including trends in pricing or in policy terms and conditions, which may differ from our projections; |
| | actions that rating agencies may take from time to time, such as changes in our claims-paying, financial strength or credit ratings; |
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| | developments in global financial markets, including changes in interest rates, stock markets and other financial markets, and foreign currency exchange rate fluctuations, which could affect our investment portfolio and financing plans; |
| | changing rates of inflation and other economic conditions; |
| | the amount of dividends received from subsidiaries; |
| | loss of the services of any of our executive officers without suitable replacements being recruited in a reasonable time frame; |
| | the ability of technology to perform as anticipated; and |
| | managements response to these factors. |
The words believe, anticipate, estimate, project, should, plan, expect, intend, hope, will likely result or will continue, and variations thereof and similar expressions, identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. We undertake no obligation to publicly update or review any forward-looking statements, whether as a result of new information, future events or otherwise.
General Development of Business
ACE Limited (ACE) is a holding company incorporated with limited liability under the Cayman Islands Companies Law. We created our business office in Bermuda in 1985 when we initially incorporated the Company and we continue to maintain our business office in Bermuda. Through our various operating subsidiaries, we provide a broad range of insurance and reinsurance products to insureds worldwide through operations in the U. S. and almost 50 other countries. At December 31, 2002, we had total assets of $43.4 billion and shareholders equity of $6.4 billion. We derive our revenue principally from premiums, fees and investment income.
Our long-term business strategy focuses on achieving underwriting profits and providing value to our clients and shareholders through the utilization of our substantial capital base in the insurance and reinsurance markets. As part of this strategy, we have made a number of acquisitions and have entered into strategic alliances that diversify our operations, both geographically and by product type. Each completed transaction filled a particular niche and added additional expertise and market access to the group. In addition, we continue to review, and adjust where appropriate, our portfolio of products. As a result, we have evolved from a highly specialized corporate insurer focusing on excess liability and directors and officers liability (D&O) to a widely diversified global insurance and reinsurance operation servicing clients in every major insurance market in the world.
We entered the property catastrophe reinsurance market in 1996 with the acquisition of Tempest Reinsurance Company Ltd. (ACE Tempest Re) and added to our existing market position when we acquired CAT Limited in 1998. The combination of these two participants gave us a property catastrophe reinsurance company with a capital base in excess of $1.2 billion. We also entered the Lloyds market in 1996 which broadened our international exposure through Lloyds worldwide insurance licenses. In 1998, we added to our position in the Lloyds market through the acquisition of the Charman syndicates. Combined with our original acquisitions in 1996, we became, and remain, one of the largest capital providers in the Lloyds market. We entered the U.S. market in early 1998 with the acquisition of the Westchester group (ACE Westchester Specialty). This acquisition gave us insurance licenses in the U.S. for the first time. In 1999, we acquired the international and domestic property and casualty (P&C) businesses of CIGNA Corporation (ACE INA) which made us one of the few P&C insurers to operate on a truly global scale. In 1999, we also acquired Capital Re Corporation which added depth, expertise and new products to our financial reinsurance capabilities.
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Employees
At December 31, 2002, we employed a total of 7,907 employees. Approximately 1,100 of our employees are represented by various collective bargaining agreements, all of which are outside the U.S., U.K. and Bermuda. We believe that employee relations are satisfactory.
Customers
For most of the commercial lines of business that we offer, insureds typically use the services of an insurance broker. An insurance broker acts as an agent for the insureds, offering advice on the types and amount of insurance to purchase and also assisting in the negotiation of price and terms and conditions. We obtain business from all of the major international insurance brokers and typically pay a commission to brokers for any business accepted and bound. In our opinion, no material part of our business is dependent upon a single customer or group of customers. We do not believe that the loss of any one customer would have a materially adverse effect on us and no one customer or group of affiliated customers accounts for as much as ten percent of our consolidated revenues.
Competition
With over 3,000 insurance and reinsurance companies operating throughout the world, competition in the international insurance and reinsurance marketplace is substantial. Competition varies by type of business and geographic area. We compete for business not only on the basis of price, but also on the basis of availability of coverage desired by customers and quality of service. Our ability to compete is dependent on a number of factors, particularly our ability to maintain the appropriate financial strength ratings as assigned by independent rating agencies. Our strong capital position and global platform affords us opportunities for growth not available to smaller insurance companies. While most of the sectors in which we operate have experienced significant improvement in both price and coverage terms in the past 12 months, competition continues to be considerable, partly because new capital has been invested in the industry to meet capacity shortages in certain lines of business. Competitive information by segment is included in each of the segment discussions.
Trademarks and Trade Names
We use various trademarks and trade names in our business. These trademarks and trade names protect names of certain of the products and services we offer and are important to the extent they provide goodwill and name recognition in the insurance industry. We use commercially reasonable efforts to protect these proprietary rights, including trade secret and trademark laws. One or more of the trademarks and trade names could be material to our ability to sell our products and services. We have taken appropriate steps to protect our ownership of key names and we believe it is unlikely that anyone would be able to prevent us from using names in places or circumstances material to our operations.
Web Site Information
We make available free of charge through our internet site (www.acelimited.com) our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act (15 U.S.C. 78m(a) or 78o(d)) as soon as reasonably practicable after we file such material with, or furnish it to, the SEC.
Segment Information
In 2002, following changes in executive management, we reassessed and changed our reporting segments from individual operating units to lines of business. We now operate through four business segments: InsuranceNorth American, InsuranceOverseas General, Global Reinsurance and Financial Services. These business segments were determined under the Statement of Financial Accounting Standard (FAS) No. 131, Disclosures about Segments of an Enterprise and Related Information (FAS 131).
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The following table sets forth an analysis of gross premiums written by segment for the years ended December 31, 2002, 2001 and 2000. Additional financial information about our segments, including revenues by geographic area, is included in Note 17 of the Consolidated Financial Statements incorporated by reference to our 2002 Annual Report to Shareholders.
| Years ended December 31 | |||||||||||||
| 2002 Gross Premiums Written |
Percentage Change |
2001 Gross Premiums Written |
Percentage Change |
2000 Gross Premiums Written | |||||||||
| (in millions of U.S. dollars) |
|||||||||||||
| InsuranceNorth American |
$ |
6,116 |
35% |
$ |
4,521 |
23% |
$ |
3,626 | |||||
| InsuranceOverseas General |
|
4,114 |
25 |
|
3,289 |
14 |
|
2,822 | |||||
| Global ReinsuranceP&C |
|
887 |
93 |
|
460 |
36 |
|
337 | |||||
| Global ReinsuranceLife |
|
165 |
(60) |
|
414 |
|
|
| |||||
| Financial Services |
|
1,537 |
4 |
|
1,481 |
97 |
|
801 | |||||
| $ |
12,819 |
26% |
$ |
10,165 |
34% |
$ |
7,586 | ||||||
InsuranceNorth American
Background
Our InsuranceNorth American segment includes the operations of ACE USA, ACE Canada and ACE Bermuda, excluding the financial solutions business in both the U.S. and Bermuda, which are included in the Financial Services segment.
ACE USA comprises the U.S. and Canadian operations of ACE INA, which were acquired in 1999, and the operations of ACE US Holdings, which were acquired in 1998. At ACE USA, we operate through several insurance companies using a network of offices throughout the U.S. and one office in Canada. These operations provide a broad range of P&C insurance and reinsurance products to a diverse group of commercial and non-commercial enterprises and consumers. These products include excess liability, excess property, professional lines, aerospace, accident and health (A&H) coverages and claim and risk management products and services. The operations of ACE USA also include run-off operations, which are discussed below.
Following our acquisition of ACE USA, we made substantial structural and operational changes to enhance profitability and operating controls. These changes included restructuring the operating divisions of ACE USA from three large groups to the niche product business groups discussed below. We made these restructuring changes to enhance ACE USAs ability to focus on profitable underwriting and to better cross-market products between our U.S. operating groups and our other segments. ACE USA also consolidated locations and closed offices throughout the U.S., outsourced the information technology function, and reduced staff by approximately 2,000 people. These cost reduction efforts have had a positive impact on both the underwriting and administrative expense ratio and the loss and loss expense ratio.
As part of the restructuring of our U.S. operating divisions, we evaluated our lines of business and adjusted our portfolio of products where appropriate. As a result, we diversified into several new areas, or increased our emphasis in areas, and exited contracts and lines of business that did not have a long-term strategic fit. For example, in 1999, we sold the renewal rights to our Commercial Insurance Services (CIS) business and placed this line of business into run-off. Also during 2000, we culled certain unprofitable and non-strategic businesses, which resulted in a reduction of gross premiums written of approximately $160 million. This effort continued in 2001 with the sale of our Financial Institution Specialists Division. Our focus on profitable business, together with a commitment to continually promote cost reduction efforts, enabled ACE USA to operate for the years ended December 31, 2001 and 2000, at a combined ratio under 100 percent. The cost-savings initiatives, combined with our focus on higher profit potential business, have left ACE USA well-positioned to grow in the current, improved insurance market.
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Our run-off operations include Brandywine Holdings, Inc. (Brandywine), CIS, residual market workers compensation business, pools and syndicates not attributable to a single business group, the run-off of open market facilities and the run-off results of various other smaller exited lines of business. Run-off operations do not actively sell insurance products, but are responsible for the management of existing policies and related claims.
The Brandywine run-off operation was created in 1995 (prior to our acquisition of ACE INA) by the restructuring of ACE INAs U.S. operations into two separate operations, ongoing and run-off. Although there are some asbestos claims in ACE Westchester Specialty, Brandywine contains substantially all of ACE INAs asbestos and environmental (A&E) pollution exposures, as well as various run-off insurance and reinsurance businesses.
ACE Bermuda, the original operating company in the group, provides commercial insurance products to a global client base, covering risks that are generally low in frequency and high in severity. Generally, this operation retains significant insurance risk on the contracts that it writes (up to $90 million per risk after reinsurance). In addition to the commercial insurance products offered, ACE Bermuda provides a rent-a-captive service through its wholly-owned subsidiary, Paget Re.
Products and Distribution
At ACE USA, we primarily distribute our insurance products through a limited group of retail and wholesale brokers with whom we have forged long-term relationships. In addition to using brokers, certain of our products are also distributed through channels such as general agents, independent agents, managing general agents, managing general underwriters and direct marketing operations. We have also established Internet distribution channels for some of our products, primarily in the Consumer Solutions Group.
Our ongoing insurance operations at ACE USA are organized into distinct business groups, each offering specialized products and services targeted at specific niche markets.
| | ACE Westchester Specialty focuses on the wholesale distribution of excess, surplus and specialty P&C products, including wind and earthquake exposures, in addition to the retail and wholesale distribution of inland marine coverage. The ACE Westchester Program division provides a variety of commercial coverage including agri-business and other specialty programs offered through program agents, affinity groups and binding facilities. |
| | The Diversified Risk group (Diversified Risk) offers management and professional liability products and commercial surety coverage through a variety of distribution channels, including brokers, agents and direct marketing. In 2002, Diversified Risk recognized opportunities within certain segments of the medical liability market and began offering specialized risk coverage for medical professionals. Within Diversified Risk, the aerospace division provides satellite and specialized aviation and airport coverage. |
| | The ACE Risk Management group (ARM) offers custom coverage solutions for large companies and national accounts. These programs are designed to help large insureds effectively handle the significant costs of financing risk. Products offered include workers compensation, general liability and auto liability coverage and stand-alone excess workers compensation catastrophe protection. The group also offers wrap-up programs, which protect contractors and project sponsors with multi-risk coverage on large single- and multi-location construction projects, and custom casualty programs, which offer liability coverage to commercial customers characterized as having Non-Standard Liability Risks and Tough Product Liability Exposures. |
| | The recently formed ACE Casualty Risk group offers casualty excess, umbrella and environmental liability products in the commercial market. This group was established in 2002 after we determined that there was a shortage of casualty market capacity for customers outside of the Fortune 1000 size category. |
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| This operation provides up to $25 million in catastrophic coverage, both on a lead umbrella and an excess layer basis, for businesses with annual revenues in excess of $200 million. ACE Casualty Risk group also provides a range of environmental liability insurance products for commercial and industrial risks, including merger and acquisition transactions, blended finite programs, pollution legal liability, retrospective pollution legal liability, contractors pollution legal liability, underground storage tanks, and cost cap containment coverage. |
| | Specialty Property and Casualty group (Specialty P&C) provides worldwide risk protection for U.S.-based multi-national companies through its Global Property and US International Casualty Divisions. The group also serves the commercial marine market and offers specific risk protection and engineering risk control services for the power generation, petrochemical and chemical industries. In 2002, in response to strong market demand for terrorist risk coverage, Specialty P&C developed and launched a stand-alone terrorism product. |
| | The Accident & Health group, which was formed in 2001, works with employers, travel agencies and affinity organizations to offer a variety of personal accident, health, and travel insurance coverage to employees, customers and group members. |
| | The Consumer Solutions group (Consumer Solutions), which was also formed in 2001, consolidated our existing consumer businesses including warranty, recreational marine and disaster mortgage protection, with our national call center and the direct specialist group. This allows us to take better advantage of cross-selling products and to concentrate marketing and sales efforts in the consumer marketplace through a network of specialty distribution channels. As part of our warranty business, we own a majority interest in several warranty administrators who distribute warranty insurance products. We also own YouDecide.com, a company that provides clients with an internet platform offering their employees a broad selection of non-employer sponsored financial products, including insurance. |
| | Our insurance-related operations include those of ESIS Inc. (ESIS), our in-house, third party claims administrator that provides clients with claim management and loss-cost reduction services, including comprehensive medical managed care, integrated disability services and pre-loss control and risk management services. Additional insurance-related services are offered by Recovery Services International, which sells salvage and subrogation and health care recovery services. |
Headquartered in Toronto, Ontario, ACE Canada also maintains a local presence in Montreal and Vancouver. ACE Canada specializes in providing innovative and customized P&C and A&H products to businesses and individuals nationally and internationally.
The principal lines of business for ACE Bermuda are excess liability, professional lines, excess property and political riskthe latter being written on a subscription basis by Sovereign Risk, a managing agent in which ACE Bermuda has a 50 percent interest. All policy applications (both for renewals and new policies) to ACE Bermuda are subject to underwriting and acceptance by underwriters in our Bermuda office. A substantial number of policyholders meet with us outside of the U.S. each year to discuss their insurance coverage. ACE Bermuda accesses its clients primarily through the Bermuda offices of major, internationally recognized insurance brokers located outside of the U.S. and believes that conducting its operations through its offices in Bermuda has not materially or adversely affected its underwriting and marketing activities to date.
Underwriting
Operating in a market in which capacity and price adequacy for products can change dramatically, ACE USAs underwriting strategy is to employ consistent, disciplined pricing and risk selection in order to maintain a profitable book of business. Our priority is to ensure that criteria for risk selection are closely adhered to by our underwriting professionals by maintaining high levels of experience and expertise in our underwriting staff. In addition, ACE USA has established a business review structure that ensures control of risk quality and conservative use of policy limits, terms and conditions. ACE USA also employs sophisticated catastrophe loss
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and risk modeling techniques to ensure that risks are well distributed and that loss potentials are well within our financial capacity. In this regard, we also purchase reinsurance, which provides the means for greater diversification of risk and serves to further limit the net loss potential of catastrophes and large or unusually hazardous risks.
Reinsurers utilized by ACE USA must meet certain financial and experience requirements and are put through a stringent financial review process in order to be pre-approved by our Reinsurance Security Committee, comprised of senior management. As a result of these controls, reinsurance is placed with a select group of only the most financially secure and experienced companies in the reinsurance industry. ACE USA has the ability to write business on an admitted basis using forms and rates as filed with state insurance regulators and on a non-admitted, or surplus lines basis, using flexible forms and rates not filed with state insurance regulators. Having access to non-admitted carriers provides the pricing flexibility needed to write non-standard coverage.
An integral part of the ACE USA operating strategy is to maximize the efficiency and effectiveness of our operations while reducing operating costs. As part of this strategy, we are in the process of investing in technology which will replace numerous existing policy issuance and claims systems with an integrated product currently being utilized by other ACE segments. This action is expected to further facilitate the streamlining of our underwriting and claims-processing operations.
ACE Bermuda emphasizes quality of underwriting rather than volume of business to obtain a suitable spread of risk. This enables us to operate with a relatively small number of employees and, together with the reduced costs of operating in favorable regulatory and tax environments, results in a favorable administrative expense ratio relative to other companies in our industry.
Competitive Environment
ACE USA operates in what has historically been a highly competitive industry and has faced competition from both domestic and foreign insurers. For the year ended December 31, 2002, we have seen a noticeable reduction in competition in the niche markets in which ACE USA participates. The September 11 tragedy and the concentration of associated losses in the reinsurance industry have significantly reduced capacity in the markets where customer demand is now the strongest. These include excess and specialty property and excess liability, including workers compensation markets. High-profile corporate failures as well as allegations of public company management impropriety have greatly increased demand for management and professional risk coverage, including errors and ommissions (E&O), D&O, and surety coverage. All of these factors have led to increases in premium levels, some substantially, in most of our lines of business. While there is no sign of the current hard market ending in the near term, we expect that at some point in the future the current level of pricing and use of restrictive policy conditions will not be sustainable.
Traditionally, the markets in which ACE USA competes are subject to significant cycles of fluctuating capacity and wide disparities in price adequacy. Although we currently enjoy exceptionally strong demand for our products, we continue to strive to offer superior service, which we believe has always differentiated ACE USA from our competitors. The ACE USA operations pursue a specialist strategy and focus on market opportunities where we can compete effectively based on service levels and product design, while still achieving an adequate level of profitability. ACE USA offers experienced claims-handling, loss control and risk management staff with proven expertise in specialty fields, including large-risk P&C, recreational and ocean marine, aviation, professional risk and workers compensation. A competitive advantage is also achieved through ACE USAs innovative product offerings, such as ARM bundled business, which combines tailored coverage solutions for large insureds with expert claim management and loss reduction functions provided by ESIS, a nationally-recognized leader in the third party claims management field. An additional competitive strength of all the domestic commercial units is the ability to deliver global products and coverages to customers in concert with our other segments. A significant source of ACE USAs growth has resulted from the leveraging of cross-marketing opportunities with our other operations to take advantage of our organizations global presence.
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ACE Bermuda maintains its competitive edge through the continued development of its policy forms and the levels of risk retained, which requires less reliance on reinsurance markets. Its competitors tend to be large international and national multi-line insurance companies, which vary by line of business.
InsuranceOverseas General
Background
The InsuranceOverseas General segment consists of ACE International, which comprises our network of indigenous insurance operations, and the insurance operations of ACE Global Markets, our Lloyds operation. This segment has four regions of operations: ACE Asia Pacific, ACE Far East, ACE Latin America and the ACE European Group (which comprises ACE Europe, ACE INA UK Limited and the insurance operations of ACE Global Markets). Companies within this segment write a variety of insurance products including property, primary and excess casualty, energy, professional risk (D&O and E&O), marine, political risk, trade credit, A&H, aviation and consumer-oriented products.
ACE Internationals global franchise was created in 1984 through the merger of the Insurance Company of North America, which started its international operations over 100 years ago, and the American Foreign Insurance Association. ACE International provides insurance coverage on a worldwide basis.
ACE Global Markets comprises our insurance operations at Lloyds and provides funds at Lloyds to support underwriting by Syndicate 2488. Syndicate 2488 is managed by ACE Underwriting Agencies Limited and was the largest syndicate trading at Lloyds for the 2002-year, with an underwriting capacity of £900 million (approximately $1.5 billion). In 2002, we acquired all of the remaining Syndicate 2488 capacity not already owned by us for the 2003-year, moving our ownership level from 99.6 percent in 2002 to 100 percent in 2003. The run-off of Syndicate 1171, a life syndicate acquired as part of the Capital Re acquisition, is managed by Ridge Underwriting Agencies Limited. Syndicate 1171 ceased underwriting as of December 31, 2000.
On December 20, 2002, we received approval from the Financial Services Authority (FSA-U.K.), the U.K. insurance regulator, to use ACE INA UK, as our London-based, FSA-U.K. regulated company to underwrite U.K. and Continental Europe insurance and reinsurance business.
Products and Distribution
ACE International maintains a sales or operational presence in every major insurance market in the world. Its P&C business is generally written, on both a direct and assumed basis, through major international, regional and local brokers. A&H and other consumer lines products are distributed through brokers, agents, direct marketing programs and sponsor relationships.
ACE Internationals P&C operations are organized geographically along products that provide dedicated underwriting focus to customers. Our international organization offers capacity and technical expertise in underwriting and servicing clients from large, and complex risks to general market customer segments as well as individual coverages in selected markets. Property insurance products include traditional commercial fire coverage as well as energy industry-related and other technical coverages. Principal casualty products are commercial general liability and liability coverage for multinational organizations. Marine cargo and hull coverages are written in the London market as well as in marine markets throughout the world. The A&H insurance operations provide products that are designed to meet the insurance needs of individuals and groups outside of U.S. insurance markets. These products include accidental death, medical, and hospital indemnity and income protection coverages. Our consumer products division provides specialty products and services designed to meet the needs of specific target markets and include warranty, auto, homeowners, personal liability and recreational marine.
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ACE Internationals business strategy is carried out through four regional teams: ACE European Group, ACE Asia Pacific, ACE Far East and ACE Latin America.
| | ACE European Group is headquartered in London and offers a broad range of P&C and specialty coverages principally directed at large and mid-sized corporations as well as individual consumers. ACE European Group operates in every major market in the European Union. Commercial products are principally distributed through brokers while consumer products (mainly A&H) are distributed through brokers as well as through direct marketing programs. |
| | ACE Asia Pacific is headquartered in Singapore and serves Australia, Hong Kong, India, Indonesia, Korea, Malaysia, New Zealand, the Peoples Republic of China, the Philippines, Singapore, Taiwan, Thailand and Vietnam. ACE Asia Pacific offers a broad range of P&C and specialty coverages principally directed at large and mid-sized corporations as well as individual consumers. |
| | ACE Far East is headquartered in Tokyo. ACE Far East offers a broad range of P&C and A&H insurance products and services to businesses and consumers which are principally delivered through an extensive agency network. |
| | ACE Latin America is headquartered in Brazil and serves Argentina, Brazil, Chile, Colombia, Ecuador, Mexico, Puerto Rico and Central America. ACE Latin America focuses on providing P&C and A&H insurance products and services to both large and small commercial clients as well as individual consumers. ACE Latin America distributes its products through brokers (for its commercial business) and direct marketing and sponsored programs (for its consumer business). |
ACE Global Markets primarily underwrites P&C insurance through Lloyds Syndicate 2488 and ACE INA UK. All business underwritten by ACE Global Markets is accessed through Lloyds registered brokers. The main lines of business include aviation, property, energy, professional lines, marine, political risk and A&H. A number of smaller niche business lines, such as bloodstock, were discontinued in 2002. During 2002, the reinsurance business written through Syndicate 2488 was branded as ACE Tempest Re Europe and is discussed within the Global Reinsurance segment. With effect from January 1, 2002, all business written via our service company, ACE Underwriting Services Limited, was transferred to ACE Europe. In addition, a number of accounts previously written within Syndicate 2488s political risk and A&H portfolios, but better suited to distribution by a company underwriting platform, were migrated to ACE Europe. Syndicate 2488 is an established lead underwriter on a significant portion of the risks underwritten, particularly within the aviation and marine lines of business, and hence is able to set the policy terms and conditions of many of the policies written.
Syndicate 2488 transacts business throughout the year; however, a significant proportion of the portfolio incepts at January 1. Some lines of business have distinct renewal periods, for example the airline book, which tends to renew during the fourth quarter of each year, and aviation products and airports accounts, which tend to renew April 1. Syndicate 2488 also writes a number of delegated binding authorities, largely within the property book and, to a lesser extent, in the professional lines arena.
Underwriting
InsuranceOverseas Generals operations are diversified by line of business and the geographic spread of risk. A global approach to risk management allows each local operation to underwrite and accept large insurance accounts. A global approach such as this requires substantial control over each process to ensure best practice and standards are maintained around the world. To do this, InsuranceOverseas General manages the regions as one integrated team.
Clearly defined underwriting authorities, standards, and guidelines are in place in each of the local operations. Global profit centers and product boards ensure consistency of approach and the establishment of best practices throughout the world. A formal underwriting review process is in place to periodically test compliance
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against standards and guidelines. Experienced underwriting teams maintain underwriting discipline through the use of pricing models, sophisticated catastrophe and risk management methodologies and strict risk selection criteria. We have qualified actuaries in each region that work closely with the underwriting teams to provide additional expertise in the underwriting process. Centrally coordinated reinsurance management facilitates appropriate risk transfer and efficient cost-effective use of external reinsurance markets. Reinsurers utilized by InsuranceOverseas General must meet certain financial criteria and experience requirements and are subject to approval by an internal Security Committee consisting of senior executive officers of ACE. The Security Committee maintains a list of approved reinsurers those not on the list are considered on a case by case basis. Our global claims management team ensures there is a consistent approach to reserving practices and the settlement of claims. The oversight process includes regular operational claims reviews throughout the world to ensure adherence to established guidelines.
In addition to these internal controls and peer reviews, all of our operating units and functional areas are subject to review by the corporate audit team that regularly carries out operational audits.
Competitive Environment
ACE Internationals primary competitors include U.S.-based companies with global operations, as well as other, non-U.S. global carriers and indigenous companies in regional and local markets. For the A&H lines of business, locally-based competitors include financial institutions and bank-owned insurance subsidiaries.
Our international operations have a distinct advantage being one of a few international insurance groups with a global network of licensed companies able to write policies on locally admitted paper. The principal competitive factors that affect the international operations are underwriting expertise and pricing, relative operating efficiency, product differentiation, producer relations and the quality of policyholder services. A competitive strength of our international operations is our global network and breadth of insurance programs, which assist individuals and business organizations to meet their risk management objectives. Insurance operations in nearly 50 countries also represent a competitive advantage in terms of depth of local technical expertise, accomplishing a spread of risk and offering a global network to service multinational accounts.
ACE Global Markets holds a position of significant influence in the London market. Not withstanding the significant improvement in market conditions during the latter part of 2001 and throughout 2002, all lines of business written by Syndicate 2488 face competition, depending on the business class, from Lloyds syndicates, the Institute of London Underwriters companies and other major international insurers and reinsurers. Competition for international risks is also seen from domestic insurers in the country of origin of the insured.
Global ReinsuranceProperty and Casualty
Background
The Global Reinsurance P&C segment comprises ACE Tempest Re Bermuda, ACE Tempest Re USA, and ACE Tempest Re Europe, ACE Tempest Life Re (ACE Life Re), our Bermuda-based life reinsurance operation is discussed separately. Today, the Global Reinsurance segment markets its reinsurance products worldwide under the ACE Tempest Re brand name and provides a broad range of coverages to a diverse range of primary P&C companies. For the year ended December 31, 2002, approximately 50 percent of written premiums came from the property catastrophe business and the remainder from non-property catastrophe lines.
ACE Tempest Re Bermuda is a leading Bermuda-based property catastrophe reinsurer created in October 1993 in response to the dislocation of the catastrophe reinsurance market following Hurricane Andrew. We acquired ACE Tempest Re Bermuda in 1996, followed by the acquisition in 1998 of CAT Limited, another leading Bermuda-based property catastrophe reinsurer. CAT Limited was combined with ACE Tempest Re Bermuda.
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ACE Tempest Re Bermuda principally provides property catastrophe reinsurance globally to insurers of commercial and personal property. Property catastrophe reinsurance on an occurrence basis protects a ceding company against an accumulation of losses covered by its issued-insurance policies, arising from a common event or occurrence. ACE Tempest Re Bermuda underwrites reinsurance principally on an excess of loss basis, meaning that its exposure only arises after the ceding companys accumulated losses have exceeded the attachment point of the reinsurance policy. ACE Tempest Re Bermuda also writes other types of property reinsurance on a limited basis for selected clients. Examples include proportional property (reinsurer shares a proportional part of the premiums and losses of the ceding company) and per risk excess of loss treaty reinsurance (coverage applies on a per risk basis rather than per event or aggregate basis), together with specialty lines (catastrophe workers compensation and terrorism).
In 2000, ACE Tempest Re initiated plans aimed to build a leading global multi-line reinsurance business within ACE. This expansion has reduced volatility by diversifying ACE Tempest Res business to offer a comprehensive-range of products to satisfy client demand. We consider an expanded product offering vital to competing effectively in the reinsurance market, but not at the expense of profitability. ACE Tempest Re USA, located in Stamford, Connecticut, was established in 2000 as a wholly-owned subsidiary of ACE INA and acts as an underwriting agency on behalf of two of our U.S. companies. The focus of ACE Tempest Re USA has been on writing property per risk and casualty reinsurance, including marine and surety, principally on a treaty basis, with a weighting toward casualty.
After the successful launch of ACE Tempest Re USA, ACE Tempest Re Europe was established in 2002, with locations in London and Dublin. The new operation writes all lines of traditional and non-traditional property, casualty, marine, aviation, and medical malpractice but is oriented to specialty and short-tail products. ACE Tempest Re Europe offers clients coverage through our Lloyds Syndicate 2488 and ACE INA UK in London, as well as coverage through ACE European Markets Reinsurance Limited in Dublin.
Products and Distribution
The Global Reinsurance segment services clients globally through its three major units: ACE Tempest Re Bermuda, ACE Tempest Re USA and ACE Tempest Re Europe. Through these three operations, we are able to provide a complete portfolio of products on a global basis to clients using the access point of their choice. Major international brokers submit business to one or more of these units underwriting teams who have built strong relationships with both key brokers and clients by explaining their approach and demonstrating consistently open, responsive and dependable service.
ACE Tempest Re Bermuda offers catastrophe reinsurance products on a global basis through reinsurance intermediaries. ACE Tempest Re USA writes all lines of traditional and non-traditional P&C business for the North American market. This unit underwrites a diversified treaty reinsurance portfolio produced through reinsurance intermediaries.
Through ACE Tempest Re Europe, the Global Reinsurance segment provides treaty reinsurance of P&C business of insurance companies worldwide, with emphasis on non-U.S. and London market risks. The London based division of ACE Tempest Re Europe focuses on the development of business sourced through London market brokers and consequently writes a diverse book of international business. The Dublin based division, established late in 2002, focuses on providing reinsurance to continental European insurers via continental European brokers. We expect this division to grow in 2003 and to write reinsurance across all lines of traditional P&C treaty business worldwide, much of it being business not previously accessed elsewhere in ACE. ACE Tempest Re Europes underwriting capabilities include property treaty, casualty treaty, and specialty.
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Underwriting
Global Reinsurance underwrites through its offices in Bermuda, the U.S. (Stamford) and Europe (London and Dublin). We believe by operating through a small number of offices, underwriting expertise is centralized in a few locations which allows us to provide consistent service while providing additional control over the underwriting process. Global Reinsurance considers itself to be a disciplined underwriter and has built an underwriting environment, involving both underwriters and actuaries, to provide the necessary controls over the underwriting process. In addition to substantial management oversight, these controls include regular underwriting audits (by peer groups), actuarial pricing and reserve support, catastrophe exposure management (using sophisticated modeling software) and regular reviews by our corporate internal audit department.
Rates, policy limits, retentions, and other reinsurance terms and conditions are generally established in a worldwide competitive market that evaluates exposure and balances demand for property catastrophe coverage against the available supply. ACE Tempest Re believes it is perceived by the market as being a lead reinsurer and is typically involved in the negotiation and quotation of the terms and conditions of the majority of the contracts in which it participates. Deals are structured and priced by teams of underwriters and actuaries using a comprehensive suite of experience and exposure based actuarial models. This process is designed to ensure that full consideration is given to a complete understanding of the underlying risk profile of the product and that the terms and conditions are appropriate. Each deal is peer-reviewed and approved by other underwriters and actuaries.
Because ACE Tempest Re Bermuda underwrites property catastrophe reinsurance and has large aggregate exposures to natural and man-made disasters, its claims experience generally will involve infrequent events of considerable severity. ACE Tempest Re Bermuda seeks to diversify its property catastrophe reinsurance portfolio to moderate the impact of this severity. The principal means of diversification are by geographic coverage and by varying attachment points and imposing coverage limits per program. ACE Tempest Re Bermuda also establishes zonal and peril accumulation limits to avoid concentrations of risk from either natural or man-made perils.
Furthermore, ACE Tempest Re Bermuda applies an underwriting process for property catastrophe risks based on models that use exposure data submitted by prospective reinsureds in accordance with requirements set by our underwriters. We then analyze this data using a suite of catastrophe analysis tools, including externally developed event based mo