<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
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[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
OR
[] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________to________
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Commission file number 0-27394
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GE Global Insurance Holding Corporation
(Exact name of registrant as specified in its charter)
Delaware 95-3435367
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5200 Metcalf, Overland Park, Kansas 66201 (913) 676-5200
(Address of principal executive offices) (Zip Code) (Registrant's telephone
number, including area code)
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SECURITIES REGISTERED PURSUANT
TO SECTION 12(b) OF THE ACT:
Name of each
Title of each class exchange on which registered
------------------- ----------------------------
7% Notes Due February 15, 2026 New York Stock Exchange
SECURITIES REGISTERED PURSUANT
TO SECTION 12(g) OF THE ACT:
Title of each class
-------------------
Common Stock, par value $5,000 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 [x] No[ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [x]
Aggregate market value of the voting stock held by nonaffiliates of the
registrant at February 27, 1998. None.
At February 27, 1998, 1,000 shares of common stock with a par value of $5,000
were outstanding.
REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION I(1)(a) AND (b)
OF FORM 10-K AND IS THEREFORE FILING THIS FORM 10-K WITH THE REDUCED DISCLOSURE
FORMAT.
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<TABLE>
<CAPTION>
TABLE OF CONTENTS
Page
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<S> <C>
PART I
Item 1. Business....................................................................1
Item 2. Properties.................................................................12
Item 3. Legal Proceedings..........................................................12
Item 4. Submission of Matters to a Vote of Security Holders........................12
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters......12
Item 6. Selected Financial Data....................................................12
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations..............................................13
Item 8. Financial Statements and Supplementary Data................................21
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosures..............................................21
PART III
Item 10. Directors and Executive Officers...........................................21
Item 11. Executive Compensation.....................................................21
Item 12. Security Ownership of Certain Beneficial Owners and Management.............21
Item 13. Certain Relationships and Related Transactions.............................22
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K............22
</TABLE>
<PAGE>
PART I
Item 1. Business.
GE Global Insurance Holding Corporation ("GE Global" and, together with its
subsidiaries, the "Company"), through its direct and indirect subsidiaries, is
principally engaged in the reinsurance business in the United States and
throughout the world. All the outstanding common stock of GE Global is owned by
General Electric Capital Services, Inc. ("GE Capital Services") which in turn is
wholly-owned by General Electric Company ("GE Company").
GE Global's principal executive offices are located at 5200 Metcalf, Overland
Park, Kansas 66201 (Telephone number (913) 676-5200).
Overview of the Reinsurance Industry
Reinsurance is a form of insurance in which a reinsurer indemnifies a primary
insurer against part or all of the liability assumed by the primary insurer
under one or more insurance policies. Reinsurance may provide a primary insurer
with several major benefits: a reduction in net liability of individual risks,
protection against catastrophic losses, reduction of financial leverage and
stabilization of operating results. Reinsurance may also provide a primary
insurer the ability to increase its underwriting capacity by allowing the
primary insurer to accept larger risks and to more rapidly expand its book of
business.
The global reinsurance industry continues to be impacted by industry
consolidation, excess market capacity and primary insurers seeking alternative
forms of risk transfer such as insurance captives, structured securities and
derivative products. Global reinsurers are offering ways to meet the demands of
this changing global market by expanding their markets, entering into new
reinsurance niches, offering new reinsurance products and spreading their risks
geographically. This changing reinsurance environment may affect the industry's
profitability which has historically been influenced by the insurance industry's
underwriting cycle, changes in interest rates and catastrophic events.
General
GE Global is one of the largest reinsurance companies in the world with certain
subsidiaries providing reinsurance solutions for well over a century. GE
Global's principal subsidiary, Employers Reinsurance Corporation ("ERC"), was
established in 1914 and principally writes property and casualty reinsurance.
ERC is the third largest reinsurance company in the United States, based on 1997
statutory net premiums written. The Company is also a global provider of life
and healthcare reinsurance and writes some lines of primary health, property and
casualty and workers' compensation insurance.
The Company conducts business and services its accounts through a network of
local offices located in cities throughout the world. At December 31, 1997, the
Company had 20 offices in the North American region, 12 offices in the European
region, 8 offices in the Asia/Pacific region and 3 offices in the Latin American
region.
As one of the largest direct writers of reinsurance in the world, the Company
works directly with its clients which enhances the Company's ability to evaluate
its clients and their respective risks and allows the Company to be more
responsive to the individual needs of its customers. The Company utilizes its
network of local offices throughout the world to service the particular needs of
its reinsurance clients. This system enables the Company to provide a wider
range of services targeted at the needs of a particular market. To enhance its
responsiveness to customer needs in the property and casualty segment, the
Company operates in a decentralized environment with respect to underwriting
decisions and customer service.
1
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The Company manages and diversifies its risk through the careful underwriting of
risks, active claims management and the purchase of retrocessional coverage. The
Company monitors adherence to underwriting guidelines through the use of
computer systems and internal audits.
The Company's business strategy is to continue to increase its reinsurance
market share by expanding its international operations through internal growth,
enhancing the Company's domestic position with the large regional and national
primary insurers, while retaining the Company's focus on small and medium
regional customers, expanding the Company's product lines to take advantage of
market niche opportunities and selectively acquiring existing businesses. The
Company does not intend, however, to increase market share at the expense of its
underwriting results.
The Company in 1997, as a result of GE Capital's acquisition of Coregis
Insurance Company ("Coregis"), acquired the renewal rights of certain domestic
property and casualty business to continue expansion of its specialty insurance
product line. On January 6, 1998, the Company purchased for $235 million the
assets and assumed the renewal rights of Industrial Risk Insurers ("IRI"), a
leader in providing highly protected risk property insurance. The business
underwritten through IRI will be managed by a joint venture formed between the
Company and The Hartford Steam Boiler Inspection and Insurance Company ("HSB")
as stipulated by a management agreement. IRI will write business utilizing the
licensing authority of HSB and the business underwritten will be subsequently
allocated to HSB and the Company in accordance with certain reinsurance
agreements between HSB and the Company. In conjunction with this acquisition,
the Company purchased $300 million of 7% convertible capital securities from a
Delaware business trust formed by HSB's parent, HSB Group, Inc., to provide
capital for HSB to support the anticipated increase in gross premiums written
associated with the IRI business. The expansion into these two niche markets
positions the Company to continue to meet the demands of the changing domestic
market and provide services to a new base of customers.
Additionally in 1997, the Company announced it will form a subsidiary to provide
customers financial and capital markets expertise. This financial and capital
markets business will offer customers products such as multi-line/multi-year
"baskets" of insurance and financial risk protection, "multiple-trigger"
insurance products (wherein two or more insured events are covered),
securitizations of insurance risks and equity-indexed life products. The
expansion into the financial and capital markets business enables the Company to
be more flexible, creative and innovative in designing solutions to meet
increasingly sophisticated customer demands. There are no results of operations
included in 1997 for this financial and capital markets business.
The Company has expanded its international operations in recent years through
acquisitions of both property and casualty and life reinsurance business. In the
third quarter of 1995, the Company acquired over 93% of Frankona
Ruckversicherungs-Aktiengesellschaft ("Frankona Re") and certain assets
comprising a majority of the reinsurance business of Aachener
Ruckversicherungs-Gesellschaft, two major reinsurance businesses in Europe.
Recently, the Company's ownership percentage of Frankona Re has increased to
approximately 99% through the purchase of additional shares owned by minority
shareholders. These acquisitions together with existing subsidiaries in London,
Folkestone and Copenhagen have been fully integrated and these individual
companies together are marketed as the "ERC Frankona Group." The coordinated
activities of the individual companies of the ERC Frankona Group provide strong
synergies in the global reinsurance business.
Also in recent years, the Company has expanded its global business through the
extension of its local office network. The Company opened offices in Buenos
Aires and Montreal in 1997, Sydney, Melbourne, Brisbane and Auckland in 1996,
and Tokyo and Mexico City in 1995. Consistent with its global expansion
strategy, the Company anticipates further expanding its presence in the
Asia/Pacific and Latin American regions.
Unless otherwise indicated, all financial data has been prepared in accordance
with United States generally accepted accounting principles ("GAAP").
2
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Lines of Business
The Company's two business segments are (1) property and casualty
insurance/reinsurance and (2) life reinsurance. The Company's principal product
lines under the property and casualty segment are traditional property and
casualty reinsurance, healthcare reinsurance and specialty insurance (generally
primary property and casualty insurance) and its principal product lines under
the life reinsurance segment are traditional life reinsurance and financial
reinsurance. The Company also provides primary insurance products to hospitals,
health maintenance organizations and medical professionals as part of its
healthcare product line and to niche customers as part of its specialty
insurance product line.
Unless otherwise indicated, the Company's domestic results include business
written in the United States (including business written in the United States
where the reinsured is outside the United States) and Canada, and the
international results include all other business written by the Company. The
following table shows the geographic breakdown, based on net premiums written,
of the Company's principal product lines.
<TABLE>
<CAPTION>
Year ended December 31,
------------------------------------------------------------------------
(In millions) 1997 1996 1995
------------------------------------------------------------------------
Inter- Inter- Inter-
Domestic national Domestic national Domestic national
------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Property and Casualty Segment
Property and Casualty.............. $1,038 $1,592 $1,167 $2,196 $1,421 $1,002
Healthcare......................... 432 92 405 - 522 -
Specialty.......................... 339 - 169 - 178 -
Life Segment.......................... 512 540 189 447 116 322
------ ------ ------ ------ ------ ------
Total.............................. $2,321 $2,224 $1,930 $2,643 $2,237 $1,324
====== ====== ====== ====== ====== ======
</TABLE>
The following is a summary description of the Company's domestic and
international business based on principal product lines.
Property and Casualty Insurance/Reinsurance Segment
Property and Casualty Reinsurance. The Company's largest product line,
traditional property and casualty reinsurance, accounted for approximately 58%
of the Company's worldwide net premiums written in 1997. The Company's premium
volume in the property and casualty segment is derived principally from treaty
agreements, which enable the Company to maintain lower operating costs because
fewer personnel are required to administer treaty business than facultative
business. Most of the Company's casualty business is written on an excess of
loss basis because it better enables the Company to control its exposure on
business that has a relatively longer "tail".
The Company's property business is written on both an excess of loss and a
proportional basis. Generally, the Company is the lead reinsurer for any
domestic program in which it participates, enabling it to negotiate the terms of
the reinsurance. The Company also acts as the lead reinsurer on a portion of its
international business.
The Company's domestic property and casualty business is conducted primarily
throughout the United States and Canada. For the year ended December 31, 1997,
approximately 46% of the Company's domestic net premiums written from the
property and casualty segment were derived from property reinsurance,
approximately 43% from casualty reinsurance, approximately 4% from aviation and
marine reinsurance and approximately 7% from other lines of reinsurance. Based
on 1997 net premiums written, approximately 59% of the Company's domestic
property and casualty reinsurance was written on a direct basis. The Company
writes the remaining property and casualty reinsurance business through
reinsurance brokers.
3
<PAGE>
The Company's international property and casualty business services worldwide
markets, including most European countries and countries in the Middle East, Far
East, and Latin America. For the year ended December 31, 1997, based on 1997 net
premiums written, 61% of the Company's international property and casualty
business was written on a direct basis with the remainder written through
brokers. Approximately 47% of the Company's international net premiums written
from property and casualty reinsurance was derived from property reinsurance,
approximately 24% from casualty reinsurance, approximately 17% from aviation and
marine reinsurance and approximately 12% from other lines of reinsurance.
In recent years insurance companies have directed more business to the
better-capitalized, more highly-rated reinsurers, which has led to a
consolidation in the reinsurance industry. In competing with a smaller number of
global reinsurers, the Company has found that a number of its global customers
are increasingly demanding that reinsurers provide a broader range of coverages.
In response to this trend, the Company has expanded the property and casualty
risks it reinsures beyond its more traditional property and casualty reinsurance
business to include risks such as errors and omissions, directors and officers
and non-standard auto liability. In addition to the expansion of lines of
business, property and casualty reinsurance has aligned its marketing efforts
with its core expertise in areas such as aviation, national accounts and global
accounts. Management believes that the Company is well positioned to compete on
a global basis in these markets.
The property and casualty reinsurance industry has experienced a significant
increase in catastrophic exposure and loss during the last decade. Increased
population density, particularly in regions susceptible to tropical storms or
earthquakes, and the higher incidence and greater severity of catastrophes, has
increased the losses incurred in many recent catastrophes. As a result of these
developments, the Company has taken steps to limit its exposure by carefully
monitoring and allocating its property and casualty exposure to specific
geographic zones, both domestically and internationally.
Healthcare. As part of the Company's property and casualty business segment, the
Company provides insurance and reinsurance for the healthcare industry, also
targeting employers, public entities, manufacturers and others for certain
product lines. Coverages include primary insurance and reinsurance for medical
professional liability and reinsurance protecting primary insurers (including
self-insurers) in the healthcare market (i.e., reinsurance of long-term care,
excess workers compensation, stop loss insurance and provider excess coverages).
The healthcare industry continues to change and evolve due to voluntary
healthcare reform, expansion of managed healthcare initiatives, increased
competition and the uncertainty related to the extent of government regulation.
In addition, companies that historically specialized in one line of business
have expanded their lines of business and are now writing multiple lines of
business. The Company, to serve the growing needs of their clients, has
developed new and innovative healthcare products and has expanded coverages to
include various other lines of business. Additionally, the Company's
international operations have begun to write accident and health reinsurance
from the property and casualty insurance/reinsurance segment.
The Company believes that it is well positioned to compete in the healthcare
market because of its wide range of experience in providing healthcare liability
coverage and accident and health coverage, utilizing multiple products and
disciplines to provide healthcare solutions.
Specialty Insurance. An additional component of the Company's domestic property
and casualty business is its specialty insurance product line, which generally
consists of commercial property and casualty policies written on a primary basis
in niche markets. The Company's specialty business concentrates on providing
commercial insurance products for target markets, usually professional
associations and homogeneous groups. The acquisition of the renewal rights
associated with Coregis will significantly increase the specialty business'
premium volume and provides access to several new customer groups. Specialty
products include professional liability programs, communications/media liability
coverages and some niche programs in the general property/casualty area. This
coverage provides insurance for errors and omissions (E&O) arising out of the
professional activities of the insureds and commercial property and casualty
coverages for niche programs.
4
<PAGE>
Professional classes underwritten include lawyers, property and casualty
insurance agents and brokers, life and health insurance agents and brokers, real
estate professionals, directors and officers (not-for-profit), and a few
miscellaneous classes such as travel agents, computer consultants and marketing
consultants. The majority of this business provides coverage to lawyers and
property and casualty and life insurance agents and brokers.
Competition for the classes of business underwritten within the Company's
specialty insurance product line has recently increased as more companies have
redirected their resources to the specialty niche business. In order to compete
for this business, the Company has provided value-added services, including
enhanced underwriting and automated processing services, to its specialty line
customers.
Life Reinsurance Segment
Life Reinsurance. The Company is engaged in the reinsurance of various life
insurance products, including term, whole and universal life, annuities, group
long-term health and health products and provides financial reinsurance to life
insurers. Based on net premiums written, life reinsurance accounted for
approximately 23% of the Company's worldwide business in 1997.
With respect to life reinsurance, the Company writes mostly on a direct basis
with primary insurers. The Company's life reinsurance business consists
principally of treaty business and is written generally on a pro-rata basis. The
Company's domestic life reinsurance business is written in every state in the
United States. The Company's international life reinsurance business services
worldwide markets, including the United Kingdom, France, Spain, Scandinavia,
Italy, Singapore, Mexico, Israel and Greece. For the year ended December 31,
1997, 63% of the Company's international life reinsurance net premiums written
were for traditional life reinsurance with the balance for healthcare
reinsurance.
The Company believes that increases in life expectancy, decreases in public
funding for social programs in Europe and deregulation of the life reinsurance
markets in Europe and Japan present increased opportunities for the Company's
life reinsurance business line. In response to these trends, the Company has
expanded its international life reinsurance market by increasing its presence in
the market for reinsurance of annuity providers.
Financial Reinsurance. Financial reinsurance is primarily designed to enhance
the current statutory surplus of the ceding company while reducing future
statutory earnings as amounts are repaid to the reinsurer. This financial
transaction is effectively collateralized by anticipated future income streams
from selected insurance policies. The Company writes financial reinsurance on a
direct basis and through brokers and generally only for companies with credit
ratings of not less than "A" at the inception of the policy and that have a
minimum capital and surplus of $15 million. Financial reinsurance typically has
a duration of three to five years. The Company has expanded this segment in
recent years to include transactions that provide financial reinsurance of
existing portfolios of in force business.
Property and Casualty Reserves for Unpaid Claims and Claim Expenses
Domestic. The Company's domestic subsidiaries maintain reserves to cover their
estimated ultimate liability for unpaid claims and claim expenses with respect
to reported and unreported claims incurred as of the end of each accounting
period (net of estimated related salvage and subrogation claims). These reserves
are estimates that involve actuarial and statistical projections of the expected
cost of the ultimate settlement and administration of unpaid claims based on
facts and circumstances then known, estimates of future trends in claims
severity and other variable factors such as inflation and new concepts of
liability. The inherent uncertainties of estimating claim reserves are
exacerbated for reinsurers by the significant periods of time that often elapse
between the occurrence of an insured claim, the reporting of the claim to the
primary insurer and, ultimately, to the reinsurer, and the primary insurer's
payment of that claim and subsequent indemnification by the reinsurer (the
"tail"). As a consequence, actual claims and claim expenses paid may deviate,
perhaps substantially, from estimates reflected in the insurance companies'
reserves in their financial statements. Adjustments to previously reported
reserves for net claims and claim expenses are reflected in the financial
statements in the period in which the adjustment occurs.
5
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When a claim is reported to a ceding company, the ceding company's claims
personnel establish a "case reserve" for the estimated amount of the ultimate
payment. The estimate reflects the informed judgment of such personnel based on
general insurance reserving practices and on the experience and knowledge of
such personnel regarding the nature and value of the specific type of claim. The
Company, in turn, typically establishes a case reserve when it receives notice
of a claim from the ceding company. Such reserves are based on an independent
evaluation by the Company's claims departments, taking into consideration
coverage, liability, severity of injury or damage, jurisdiction, an assessment
of the ceding company's ability to evaluate and handle the claim, and the amount
of reserves recommended by the ceding company. Case reserves are adjusted
periodically by the claims departments based on subsequent developments and
audits of ceding companies.
In accordance with industry practice, the Company maintains reserves for claims
incurred but not reported ("IBNR"). Such reserves are established to provide for
future case reserves and loss payments on incurred claims that have not yet been
reported to an insurer or reinsurer. In calculating IBNR reserves, the Company
uses generally accepted actuarial reserving techniques that take into account
quantitative loss experience data, together with, where appropriate, qualitative
factors. IBNR reserves are based on claim experience and are grouped both by
class of business and by accident year. IBNR reserves are also adjusted to take
into account certain additional factors, such as changes in the volume of
business written, reinsurance contract terms and conditions, the mix of
business, claims processing and inflation, that can be expected to affect the
Company's liability for claims over time.
International. The Company's international property and casualty reinsurance
operations establish their reserves using analytical techniques similar to those
utilized by GE Global's domestic subsidiaries. They also maintain IBNR reserves
using actuarial and statistical projections. The potential for adverse
development of the Company's reserves for its international business, as
compared to that of its domestic business, is reduced because the international
operations have a relatively low proportion of longer tail exposures. As of
December 31, 1997, approximately 2% of the Company's net international reserves
($65 million) related to business acquired by the Company from Assurance
Compagniet Baltica Aktiesellskab ("Baltica") in 1988. At the time of the
acquisition, the Company obtained from Baltica a 90% loss development guarantee,
pursuant to which Baltica is obligated to pay the Company, during 1998, 90% of
the amount of claim reserve development (adjusted for certain income and
expenses) from 1988 through December 31, 1997.
Reserve Development. The table that follows presents the development of net
balance sheet property and casualty liabilities of ERC and subsidiaries for
unpaid claims and claim expenses for 1987 through 1997.
Net Liability. The first row of data shows the estimated net liability for
unpaid claims and claim expenses at December 31 for each year from 1987 to 1997.
The liability includes both case and IBNR reserves as of each year-end date, net
of anticipated recoveries from other reinsurers. The rows immediately following
the first row of data show cumulative paid data at December 31, as of one year,
two years, etc., through up to 10 years of subsequent payments.
Net Liability Re-estimated. The middle rows of data show the re-estimated amount
for previously reported net liability based on experience as of the end of each
subsequent calendar year's results. This estimate is changed as more information
becomes known about the underlying claims for individual years. The cumulative
redundancy (deficiency) shown in the table is the aggregate net change in
estimates over the period of years subsequent to the calendar year reflected at
the top of the respective columns. The amount in the line titled "Redundancy
(Deficiency) at December 31, 1997", represents for each calendar year (the "Base
Year") the aggregate change in (i) the Company's original estimate of net
liability for unpaid claims and claim expenses for all years prior to and
including the Base Year compared to (ii) the Company's re-estimate as of
December 31, 1997, of net liability for unpaid claims and claim expenses for all
years prior to and including the Base Year. A redundancy means that the original
estimate was greater than the re-estimate and a deficiency means that the
original estimate was less than the re-estimate. By way of example, the
deficiency for the year 1994, calculated as of December 31, 1997, represents a
deficiency in the Company's original estimate of unpaid claims and claim
expenses for 1994 and prior years.
The last seven lines of data present the development of reserves on a "gross of
reinsurance" basis, reconciled to the "net of reinsurance basis" shown in the
immediately preceding tables.
6
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<TABLE>
<CAPTION>
Changes in Historical Reserves for Unpaid Claims and Claim Expenses
For the Last Ten Years - GAAP Basis as of December 31, 1997
Year ended December 31,
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(In millions) 1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997
-------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net liability for unpaid
claims and claim
expenses $2,620 $3,087 $3,338 $3,579 $3,596 $3,991 $4,525 $5,071 $9,351 $9,458 $9,114
Paid (cumulative) as of:
One year later....... 615 681 706 747 665 802 949 1,115 1,964 1,949 ---
Two years later...... 1,006 1,064 1,125 1,119 1,103 1,274 1,602 1,804 3,130 --- ---
Three years later.... 1,314 1,432 1,469 1,524 1,499 1,739 2,054 2,341 --- --- ---
Four years later..... 1,553 1,687 1,746 1,772 1,784 2,036 2,424 --- --- --- ---
Five years later..... 1,754 1,919 1,929 1,989 2,008 2,293 --- --- --- --- ---
Six years later...... 1,945 2,065 2,072 2,173 2,208 --- --- --- --- --- ---
Seven years later.... 2,063 2,221 2,229 2,348 --- --- --- --- --- --- ---
Eight years later.... 2,181 2,347 2,380 --- --- --- --- --- --- --- ---
Nine years later..... 2,284 2,478 --- --- --- --- --- --- --- --- ---
Ten years later...... 2,394 --- --- --- --- --- --- --- --- --- ---
Net liability
re-estimated as of:
One year later....... $2,746 $3,134 $3,390 $3,616 $3,625 $3,919 $4,612 $5,173 $9,192 $9,229 ---
Two years later...... 2,861 3,220 3,482 3,583 3,587 4,066 4,656 5,313 8,959 --- ---
Three years later.... 2,941 3,346 3,462 3,564 3,701 4,095 4,793 5,256 --- --- ---
Four years later..... 3,057 3,360 3,472 3,654 3,687 4,238 4,747 --- --- --- ---
Five years later..... 3,094 3,406 3,537 3,635 3,818 4,154 --- --- --- --- ---
Six years later...... 3,151 3,470 3,521 3,758 3,771 --- --- --- --- --- ---
Seven years later.... 3,210 3,494 3,626 3,734 --- --- --- --- --- --- ---
Eight years later.... 3,259 3,582 3,608 --- --- --- --- --- --- --- ---
Nine years later..... 3,324 3,575 --- --- --- --- --- --- --- --- ---
Ten years later...... 3,321 --- --- --- --- --- --- --- --- --- ---
Redundancy (Deficiency)
at December 31, 1997 (701) (488) (270) (155) (175) (163) (222) (185) 392 229 ---
Effect of foreign
exchange (1) --- 6 16 (15) (21) 3 23 8 (352) (289) ---
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Redundancy (Deficiency)
at December 31, 1997,
excluding foreign
exchange $ (701) $ (482) $ (254) $ (170) $ (196) $ (160) $ (199) $ (177) $ 40 $ (60) $ ---
====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ======
</TABLE>
<TABLE>
<CAPTION>
(In millions) 1992 1993 1994 1995 1996 1997
----------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Gross liability-end of year............................................ $4,815 $5,312 $6,020 $11,145 $10,869 $10,936
Reinsurance recoverables............................................... 824 787 949 1,794 1,411 1,822
------ ------ ------ ------- ------- -------
Net liability-end of year.............................................. 3,991 4,525 5,071 9,351 $ 9,458 $ 9,114
------ ------ ------ ------- ------- -------
Gross re-estimated liability-latest.................................... 5,210 5,766 6,352 10,808 11,033 ---
Re-estimated reinsurance recoverables.................................. 1,056 1,019 1,096 1,849 1,804 ---
------ ------ ------ ------- ------- -------
Net re-estimated liability-latest...................................... 4,154 4,747 5,256 8,959 9,229 ---
------ ------ ------ ------- ------- -------
Gross redundancy (deficiency).......................................... (395) (454) (332) 337 (164) ---
Effect of foreign exchange (1)......................................... 3 24 7 (457) (363) ---
------ ------ ------ ------- ------- -------
Gross redundancy (deficiency) excluding foreign exchange............... $ (392) $ 430 $ (325) $ (120) $ (527 $ ---
====== ====== ====== ======= ======= =======
</TABLE>
(1) The results of the Company's international operations translated from
functional currencies into U.S. dollars are included with the Company's
U.S. underwriting operations in this table from 1988 to 1996. The foreign
currency translation impact on the cumulative redundancy (deficiency)
arises from the difference between reserve developments translated at the
exchange rates at the end of the year in which the liabilities were
originally estimated, and the exchange rates at the end of the year in
which the liabilities were re-estimated.
Note: For a description of the purpose of the above table and the various table
sections, please refer to the immediately preceding section entitled "Reserve
Development."
7
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A number of major trends that occurred within the insurance industry, the
economy in general and several Company-specific factors have had a significant
effect on the Company's liabilities for unpaid claims and claim expenses during
the period covered by the preceding table. The claims and claim expenses reserve
deficiencies developed to December 31, 1997, as reflected in the preceding
table, included reserve deficiencies of approximately $236 million in 1987, $161
million in 1988, $110 million in 1989, $78 million in 1990 and $54 million in
1991 related to the general liability business on the books of Puritan Excess
and Surplus Lines Insurance Company ("PESLIC") before the Company's acquisition
of PESLIC in 1994. Prior to 1994, PESLIC was owned by GE Capital. Additionally,
beginning in 1985, the Company strengthened the reserves for its excess
liability and workers' compensation business for qualified self-insured
employers. Claims and claim expenses reserve development in the mid 1980's in
these businesses reflected the inadequate premium rates which resulted from
intense competition in the market during that period.
In the late 1980's, the reinsurance market generally reacted to the rate
deficiencies and the resulting claims and claim expenses reserve development by
increasing rates and strengthening claims and claim expenses reserves. This is
reflected, with respect to the Company, in the significant reductions in the
reserve deficiencies in recent years.
To a lesser degree, development of asbestos and environmental claims has
affected the Company's results. Higher than anticipated levels of inflation in
certain lines of reinsurance businesses has also had an adverse effect on
liabilities for claims and claim expenses, particularly in excess of loss
reinsurance. Partially offsetting the above factors is favorable development in
recent years in medical professional liability and facultative casualty
businesses as well as an increase in net retentions by ceding companies.
The reconciliation of property and casualty reserves for unpaid claims and claim
expenses on a GAAP basis for each of the years indicated is shown below.
<TABLE>
<CAPTION>
Year ended December 31,
---------------------------------------
(In millions) 1997 1996 1995
---------------------------------------
<S> <C> <C> <C>
Gross reserves at beginning of year...................... $10,869 $11,145 $ 6,020
Reinsurance recoverables................................. 1,411 1,794 949
------- ------- -------
Net reserves at beginning of year........................ 9,458 9,351 5,071
------- ------- -------
Net incurred related to:
Current year.......................................... 2,438 2,763 2,638
Prior years........................................... 71 106 104
------- ------- -------
Total net incurred.................................... 2,509 2,869 2,742
------- ------- -------
Net payments related to:
Current year.......................................... 612 485 295
Prior years........................................... 1,949 1,990 1,426
------- ------- -------
Total net payments.................................... 2,561 2,475 1,721
------- ------- -------
Acquired businesses' net unpaid claims and
claim expenses........................................ --- --- 3,313
Foreign exchange and other............................... (292) (287) (54)
------- ------- -------
Net reserves at end of year.............................. 9,114 9,458 9,351
Reinsurance recoverables................................. 1,822 1,411 1,794
------- ------- -------
Gross reserves at end of year............................ $10,936 $10,869 $11,145
======= ======= =======
</TABLE>
The liabilities for claims and claim expenses in the preceding table include
long-term disability claims that are discounted at a 6% rate. As a result of
discounting the Company's long-term disability claims, total liabilities for
claims and claim expenses have been reduced by an estimated 3% at December 31,
1997 and 1996. The amortization of discount is included in current operating
results as part of the development of prior year liabilities.
8
<PAGE>
For the years ended December 31, 1997, 1996 and 1995, long-term disability
discounts accrued as a percentage of claims, claim expenses and policy benefits
were approximately 1%, 5% and 5%, respectively, and discounts amortized were
approximately 1% in 1997, 2% in 1996 and 1% in 1995.
The reconciliation of property and casualty reserves for unpaid claims and claim
expenses between statutory basis and GAAP basis for each of the years indicated
is shown below:
<TABLE>
<CAPTION>
Year ended December 31,
-------------------------------------------
(In millions) 1997 1996 1995
-------------------------------------------
<S> <C> <C> <C>
Statutory basis U.S. reserves............................. $ 5,527 $ 5,875 $ 5,758
Adjustments to GAAP basis (1)............................. (118) (435) (413)
------- ------- -------
Net GAAP reserves for U.S. companies...................... 5,409 5,440 5,345
Net GAAP reserves for non-U.S. companies.................. 3,705 4,018 4,006
------- ------- -------
Net GAAP reserves......................................... 9,114 9,458 9,351
Reinsurance recoverables.................................. 1,822 1,411 1,794
------- ------- -------
Gross reserves on a GAAP basis............................ $10,936 $10,869 $11,145
======= ======= =======
</TABLE>
- --------
(1) Statutory basis reserves reclassified to contract deposit liabilities based
on risk transfer provisions of FAS No. 113.
Environmental and Asbestos Exposure. Included in the Company's liability for
claims and claim expenses are liabilities for environmental and asbestos
exposures. These claims and claim expenses are primarily related to policies
written prior to 1986 as the policies written since 1986 have tended to
explicitly exclude environmental and asbestos risks from coverage and most of
the environmental and asbestos exposures arise from risks located in the United
States. The Company's international operations have now completed the initial
process of identifying environmental and asbestos claims that had been reserved
in prior periods but were initially aggregated and coded under other general
lines of business rather than being specifically identified as environmental or
asbestos claims.
The following table presents the three-year development of claims and claim
expenses reserves associated with the Company's asbestos and environmental
claims, including case and IBNR reserves.
<TABLE>
<CAPTION>
Year ended December 31,
----------------------------------
(In millions) 1997 1996 1995
----------------------------------
<S> <C> <C> <C>
Gross reserves at beginning of year....................... $368 $436 $317
Reinsurance recoverables.................................. 174 240 178
---- ---- ----
Net reserves at beginning of year......................... 194 196 139
Incurred claims and claim expenses........................ 54 19 23
Claim identification and IBNR allocation.................. 43 (1) - 51 (2)
Claims and claim expense payments......................... 22 21 17
---- ---- ----
Net reserves at end of year............................... 269 194 196
Reinsurance recoverables.................................. 193 174 240
---- ---- ----
Gross reserves at end of year............................. $462 $368 $436
==== ==== ====
</TABLE>
- --------
(1) Prior to 1997, the Company's international operations were unable to
identify recorded claim reserves that related to asbestos and environmental
exposures, as they were grouped with claim reserves in various lines of
business such as general liability. The Company in 1997 is now able to
identify the asbestos and environmental claims related to its international
operations.
(2) Prior to 1995, the Company's allocation of asbestos and environmental IBNR
reserves associated with PESLIC was primarily made on a non-specific basis.
As of December 31, 1995, PESLIC specifically allocated IBNR reserves to
asbestos and environmental liabilities from a portion of previously
established IBNR reserves.
9
<PAGE>
These amounts are management's best estimate, based on currently available
information, of claims and claim expense payments and recoveries that are
expected to develop in future years. The increase in incurred claims in 1997 is
principally due to the inclusion of international environmental and asbestos
claim activity for the first time in 1997 as discussed previously.
The Company monitors evolving case law and its effect on asbestos-related
illness and toxic waste cleanup claims. Changing domestic and foreign government
regulations and legislation, including continuing congressional consideration of
federal Superfund law, newly reported claims, new contract interpretations and
other factors could significantly affect future claim development. While the
Company has recorded its best estimate of its liabilities for asbestos-related
illness and toxic waste cleanup claims based on currently available information,
it is possible that additional liabilities may arise in the future. It is not
possible to estimate with any certainty the amount of additional net claims and
claim expenses, or the range of net claims and claim expenses, if any, that is
reasonably possible; therefore there can be no assurance that future liabilities
will not materially affect the Company's results of operations, cash flows and
financial position.
Breast Implant Exposure. The Company has minimal exposure to products liability
claims involving silicone breast implants. The Company has, in the past,
generally avoided the products liability reinsurance business, specifically
pharmaceutical and chemical exposures.
Year 2000 Exposure. The Company is currently monitoring the possibility of Year
2000 related claims arising in the future under specific insurance or
reinsurance contracts and will establish liabilities, if appropriate, at such
time when sufficient information has been developed to indicate a liability has
been incurred and can be reasonably estimated. In addition, the Company is
evaluating certain actions which can be taken to mitigate the exposure to such
losses. It is not possible to estimate with any certainty the future amount of
additional net loss, or the range of net loss, that may arise from Year 2000
issues; therefore, there can be no assurance that future liabilities will not
materially affect the Company's results of operations, cash flows or financial
position.
Life and Health Reserves for Future Policy Benefits and Accumulated Contract
Values
Future policy benefits for traditional life and health reinsurance contracts
represent the present value of such benefits based on mortality and other
assumptions which were appropriate at the time the policies were issued or, in
the event the policies were acquired by the Company from another insurer, at the
date of acquisition. Interest rate assumptions used in calculating the present
value range from 3.0% to 8.5% per annum at December 31, 1997. Payments received
from sales of universal life and investment contracts are recognized by
providing liabilities equal to the accumulated contract values of the
policyholders' contracts. Interest rates credited to such universal life and
universal life and investment contracts are guaranteed for the policy terms with
renewal rates determined by the Company. Such crediting interest rates ranged
from 3.75% to 9.00% per annum in 1997.
Regulatory Matters
GE Global and its domestic subsidiaries are subject to regulation under the
insurance statutes, including insurance holding company statutes, of various
states, including Missouri and Kansas, the domiciliary states of GE Global's
principal domestic insurance company subsidiaries. The ERC Frankona Group is
subject to regulation under insurance statutes of various foreign countries.
General. The regulation and supervision to which GE Global's subsidiaries are
subject relate primarily to licensing requirements of reinsurers, the standards
of solvency that must be met and maintained, the amount of dividends that may be
paid by such subsidiaries, the nature of and limitations on investments,
restrictions on the size of risks that may be insured or reinsured, deposits of
securities for the benefit of ceding companies, periodic examinations of the
financial condition and affairs of reinsurers, the form and content of financial
statements required to be filed with regulatory authorities and reserves for
unearned premiums, losses and other purposes. In general, such regulation is for
the protection of the ceding companies and, ultimately, their policyholders,
rather than securityholders of the regulated reinsurer. GE Global believes it
is, and that its subsidiaries are, in material compliance with all applicable
laws and regulations pertaining to their business and operations.
10
<PAGE>
U.S. Insurance Regulation. U.S. domestic property and casualty and life
insurers, including reinsurers, are subject to regulation by their states of
domicile and by those states in which they are licensed. The rates and policy
terms of primary insurance policies generally are closely regulated by state
insurance departments. While reinsurance is not regulated as closely as primary
insurance, some states do impose control over certain terms and conditions of
reinsurance agreements by virtue of their authority to grant or deny credit for
ceded reinsurance by its domiciled primary insurers. In addition, as a practical
matter, the rates permitted to be charged by primary insurers can have an effect
on the rates that are charged by reinsurers.
Risk-Based Capital. The National Association of Insurance Commissioners ("NAIC")
has adopted minimum risk-based capital requirements to evaluate the adequacy of
statutory capital and surplus in relation to an insurance company's risks.
Regulatory compliance with risk-based capital requirements is defined by a ratio
of a company's regulatory total adjusted capital to its authorized control level
risk-based capital, as defined by the NAIC. At December 31, 1997, each of GE
Global's domestic insurance subsidiaries exceeded the minimum risk-based capital
requirements.
Insurance Holding Company Regulations. The insurance holding company laws and
regulations vary from state to state, but generally require an insurance holding
company to register with its domiciliary state insurance regulatory agency and
file certain reports that include current information concerning the capital
structure, ownership, management, financial condition and general business
operations of the insurance holding company and its subsidiary insurers that are
licensed in the state. State insurance holding company laws and regulations,
with respect to domestic insurers, also require prior notice or regulatory
approval of changes in control of an insurer or its holding company and of
material inter-affiliate transactions within the holding company structure.
Dividends by ERC. Because the operations of GE Global are conducted primarily
through ERC, GE Global is dependent upon dividends and tax allocation and other
payments primarily from ERC to service its debt and meet its other obligations.
The payment of dividends and other payments to GE Global by ERC is subject to
limitations imposed by the Missouri Insurance Code. The payment of dividends to
ERC by its principal life reinsurance subsidiaries, Employers Reassurance
Corporation and ERC Life Reinsurance Corporation, are subject to limitations
imposed by the Kansas and Missouri Insurance Codes, respectively. No prediction
can be made as to whether any legislative proposals relating to dividend rules
in Kansas or Missouri will be made, whether any such legislative proposal will
be adopted in the future, or the effect, if any, any such proposal would have on
the Company.
The maximum amount available for the payment of dividends during 1998 by ERC to
GE Global without prior regulatory approval is $78 million through December 29,
1998, and $458 million thereafter. Of these amounts, $85 million is committed to
pay dividends on preferred stock issued by ERC to a subsidiary of GE Capital
Services.
International Regulations. Approximately 49% of the Company's business is
carried on outside of the United States based on 1997 net premiums written. The
degree of regulation and supervision in foreign jurisdictions varies from
minimal in some to stringent in others. Licenses issued by foreign authorities
to the ERC Frankona Group are subject to modification or revocation by such
authorities, and such subsidiaries could be prevented from conducting business
in certain of the jurisdictions where they currently operate. In the past, the
ERC Frankona Group has been allowed to modify their operations to conform with
new licensing requirements in all jurisdictions that are material to the
Company's international operations.
In addition to licensing requirements, the ERC Frankona Group is regulated in
various jurisdictions with respect to, among other things, currency, policy
language and terms, methods of accounting and auditing, amount and type of
security deposits, amount and type of reserves, amount and type of local
investment and the share of profits to be returned to policyholders on
participant policies. Regulations governing constitution of technical reserves
(including equalization reserves) in some countries could hinder the remittance
of profits and repatriation of assets and the payment of dividends; however, the
Company does not believe that these regulations will have a material impact on
the ERC Frankona Group's operations.
11
<PAGE>
Item 2. Properties.
The Company conducts business from various facilities, most of which are leased.
In addition, the Company owns its administrative offices in Overland Park,
Kansas, Copenhagen, Denmark and Aachen and Munich, Germany.
Item 3. Legal Proceedings.
There are no pending legal proceedings beyond the ordinary course of business
that could have a material financial effect on the Company. On October 4, 1997,
an arbitration panel ruling was issued relieving the retrocessionaire, St. Paul
Fire and Marine Insurance Company, from certain liabilities under specific
retrocession agreements relating to disability insurance. As a result, the
Company determined that approximately $38.5 million of previously recorded
reinsurance recoverables were not collectible. The Company's reserves were
adequate to absorb this loss.
Item 4. Submission of Matters to a Vote of Security Holders.
Omitted
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.
All of GE Global's Common Stock, its sole class of common equity on the date
hereof, is owned by GE Capital Services. Accordingly, there is no public trading
market for the Company's common equity. GE Global paid dividends on its Common
Stock on December 29, 1997 of $225 million.
Item 6. Selected Financial Data.
<TABLE>
<CAPTION>
Consolidated Financial Data
Year ended December 31,
-------------------------------------------------------------
(In millions) 1997 1996 1995 1994 1993
-------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Total revenues........................... $ 5,784 $ 5,751 $ 4,798 $ 3,148 $ 2,927
Net premiums written..................... 4,545 4,573 3,561 2,573 2,413
Net investment income.................... 910 837 676 528 465
Net realized gains on investments........ 303 223 191 103 147
Earnings before income taxes............. 882 780 561 409 395
Net earnings............................. 648 567 437 358 312
Total investments........................ 18,343 16,479 15,394 9,850 8,561
Total assets............................. 27,532 25,388 25,613 14,496 11,928
Stockholder's equity..................... $ 5,374 $ 4,760 $ 4,191 $ 2,722 $ 2,938
Return on equity (average)............... 12.8% 12.7% 12.6% 12.7% 11.4%
Stockholder's equity excluding unrealized
gains (losses) on investment securities $ 4,628 $ 4,260 $ 3,755 $ 2,888 $ 2,635
Return on equity excluding unrealized
gains (losses) on investment securities
(average)............................. 14.6% 14.1% 13.2% 13.0% 12.2%
</TABLE>
12
<PAGE>
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Overview
Year Ended December 31, 1997 Compared to Year Ended December 31, 1996
Net premiums written in 1997 were $4.545 billion compared to $4.573 billion in
1996. The slight decrease in net written premiums was driven by a decrease in
international property and casualty written premiums, reflecting competitive
market conditions, repositioning certain portfolios to minimize loss
accumulations and foreign currency translation due to the strengthening of the
U.S. dollar. This decrease in international property and casualty net premiums
written was substantially offset by an increase in domestic business, reflecting
strong growth in life reinsurance business and the assumption of the renewal
rights of a portfolio of specialty property and casualty insurance business
obtained as a result of GE Capital's acquisition of Coregis Insurance Company.
Net earnings in 1997 increased $81 million or 14%, including an increase in
after-tax net realized investment gains on investments of $49 million. Excluding
after-tax net realized gains on investments, 1997 net earnings increased $32
million or 7.0%. This 1997 increase was primarily attributable to a $73 million
increase in investment income resulting from continued growth in the investment
portfolio and a $61 million increase in other revenues reflecting an increase in
revenues generated from investment-related life and financial reinsurance
products. These increases were partially offset by a decrease in property and
casualty underwriting results reflecting increased underwriting and operating
expenses and competitive market conditions.
Year Ended December 31, 1996 Compared to Year Ended December 31, 1995
Net premiums written in 1996 increased $1.012 billion, of which $1.308 billion
reflects recording a full year of the operating results for the 1995
acquisitions of Frankona Re and the Aachen Re Business (the "Acquired
Businesses") in 1996 compared to recording only five months of operating results
in 1995. This 1996 increase in net premiums written was partially offset by a
decrease in domestic property and casualty net written premiums.
Net earnings in 1996 increased $130 million, including an increase in after-tax
net realized gains on investments of $20 million. Excluding after-tax net
realized gains on investments, 1996 net earnings increased $110 million. This
1996 increase was primarily attributable to the Acquired Businesses reflecting a
full year's operating results in 1996 compared to recording only five months of
operating results in 1995. The remainder of the increase was due to improvement
in the property and casualty underwriting results and growth in the investment
portfolio due mostly from cash flows from international operations. These
increases were partially offset by an increase in the effective tax rate due to
a greater proportion of earnings before taxes provided by operations that reside
in higher income tax jurisdictions.
13
<PAGE>
Domestic Property and Casualty Business
<TABLE>
<CAPTION>
Year ended December 31,
-------------------------------------------
(In millions) 1997 1996 1995
-------------------------------------------
<S> <C> <C> <C>
Net premiums written...................................... $1,809 $1,741 $2,121
Net underwriting loss..................................... (64) (98) (138)
Net investment income..................................... 389 390 395
Earnings before income taxes.............................. 489 415 364
Net realized gains on investments......................... 212 169 135
Earnings before income taxes, excluding
net realized gains on investments...................... 277 246 229
GAAP ratios (1):
GAAP claims and claim expenses ratio................... 70.8% 75.7% 79.1%
GAAP underwriting expense ratio........................ 33.0% 29.7% 27.4%
----- ----- -----
GAAP combined ratio.................................... 103.8% 105.4% 106.5%
===== ===== =====
</TABLE>
- --------
(1) Represents data for the applicable periods calculated in accordance with
GAAP. Claims and claim expenses ratio represents incurred claims and claim
expenses as a percentage of net premiums earned. Underwriting expense ratio
represents acquisition costs and other underwriting expenses (excluding
amortization of intangibles, interest expense and minority interest in net
earnings of consolidated subsidiaries) as a percentage of net premiums
earned. The combined ratio represents the sum of the claims and claim
expenses ratio and the underwriting expense ratio.
Domestic net premiums written increased $68 million or 3.9% in 1997, reflecting
new business associated with GE Capital's acquisition of Coregis Insurance
Company and growth in the national accounts business partially offset by the
termination of certain long-term disability business and continued competitive
market conditions. Domestic net premiums written decreased $380 million or 18%
in 1996, principally due to management's decision to not renew certain
unprofitable reinsurance contracts and a slight decrease in reinsurance premium
rates.
The GAAP combined ratio is an indicator of underwriting performance in property
and casualty reinsurance, with a percentage lower than 100% indicating an
underwriting profit. While underwriting results expressed as the combined ratio
have been in excess of 100%, indicating an underwriting loss in all years
presented, the operating results of insurance companies include investment
income which generally yields an overall operating profit as reflected above in
the caption "Earnings before income taxes, excluding net realized gains on
investments." The 1997 GAAP combined ratio was favorably impacted by a reduction
in catastrophe costs due to a decline in both frequency and severity of
catastrophe losses, although it was moderately impacted by an increase in
underwriting and operating costs due to the implementation of new strategic
business initiatives. The 1996 and 1995 GAAP combined ratios were moderately
impacted by catastrophe costs and certain significant unprofitable reinsurance
contracts that management has elected not to renew.
Net investment income of $389 million in 1997 was comparable to the $390 million
in 1996. Net investment income decreased $5 million in 1996, due primarily to
the transfer of significant assets to the ERC Frankona Group in the second half
of 1995, which was substantially offset by investment of cash flow from
operating activities.
Earnings before income taxes, excluding net realized gains on investments,
increased $31 million or 13% in 1997, primarily due to a 1.6% decrease in the
GAAP combined ratio associated with a decrease in catastrophe costs partially
offset by an increase in underwriting and operating costs. Earnings before
income taxes, excluding net realized gains on investments, increased $17 million
in 1996, reflecting lower catastrophe costs and the non-renewal of certain
unprofitable contracts, partially offset by a slight reduction in reinsurance
premium rates, and a slight decline in net investment income.
14
<PAGE>
International Property and Casualty Business
<TABLE>
<CAPTION>
Year ended December 31,
---------------------------------------
(In millions) 1997 1996 1995
---------------------------------------
<S> <C> <C> <C>
Net premiums written...................................... $1,684 $2,196 $1,002
Net underwriting gain (loss).............................. (64) 18 (38)
Net investment income..................................... 292 266 125
Earnings before income taxes.............................. 241 247 107
Net realized gains on investments......................... 48 31 27
Earnings before income taxes, excluding
net realized gains on investments...................... 193 216 80
GAAP ratios (1):
GAAP claims and claim expenses ratio................... 70.1% 68.0% 73.3%
GAAP underwriting expense ratio........................ 33.4% 31.2% 29.6%
----- ---- -----
GAAP combined ratio.................................... 103.5% 99.2% 102.9%
===== ==== =====
</TABLE>
- --------
(1) Represents data for the applicable periods calculated in accordance with
GAAP. Claims and claim expenses ratio represents incurred claims and claim
expenses as a percentage of net premiums earned. Underwriting expense ratio
represents acquisition costs and other underwriting expenses (excluding
amortization of intangibles, interest expense and minority interest in net
earnings of consolidated subsidiaries) as a percentage of net premiums
earned. The combined ratio represents the sum of the claims and claim
expenses ratio and the underwriting expense ratio.
International property and casualty net premiums written decreased $512 million
or 23% in 1997, including approximately a $235 million decrease resulting from
foreign currency translation due to the strengthening of the U.S. dollar.
Excluding the impact related to foreign currency translation, international
property and casualty net premiums written decreased approximately $277 million
reflecting a $58 million increase in ceded premium as the Company expanded its
retrocession program, repositioned certain portfolios to minimize loss
accumulation and a general decrease in premium rates associated with competitive
market conditions. International property and casualty net premiums written
increased $1.194 billion in 1996, of which $1.203 billion reflects recording a
full year of the Acquired Businesses operating results in 1996 compared to
recording only five months of operating results in 1995. This increase was
partially offset by a minor decrease in other international net premiums
written, primarily due to the integration of international operations.
The 4.3% increase in the GAAP combined ratio for 1997 from 1996 was caused by
less favorable loss experience, a general decline in international premium rates
and market conditions and increased underwriting and operating costs associated
with the implementation of new strategic business initiatives. The 1997 GAAP
combined ratio was also adversely impacted by certain large catastrophe losses
such as the Eastern Europe floods and aviation losses. The 3.7% improvement in
the 1996 GAAP combined ratio compared to 1995 was caused by favorable loss
experience and a decline in both the frequency and severity of international
catastrophe losses.
Net investment income increased $26 million or 9.8% in 1997. This increase
reflects continued growth in the investment portfolios related to the
reinvestment of earnings, partially offset by the impact of foreign currency
translation. Net investment income increased $141 million in 1996, primarily due
to including $126 million related to recording a full year of the Acquired
Businesses operating results in 1996 compared to recording only five months in
1995.
Earnings before income taxes, excluding realized gains, decreased $23 million or
11% in 1997. This decrease reflects a 4.3% increase in the combined ratio
partially offset by a $26 increase in net investment income and a $27 million
increase in other revenues related to growth in financial reinsurance products.
Earnings before income taxes, excluding net realized gains on investments,
increased $136 million in 1996 resulting from the inclusion of a full year of
the Acquired Businesses operating results in 1996 compared to recording only
five months in 1995 and improvement in the underwriting results, as illustrated
by the 3.7% improvement in the GAAP combined ratio.
15
<PAGE>
Life Reinsurance Business
<TABLE>
<CAPTION>
Year ended December 31,
-------------------------------
(In millions) 1997 1996 1995
-------------------------------
<S> <C> <C> <C>
Revenues.................................................. $1,283 $881 $656
Earnings before income taxes.............................. 152 118 90
</TABLE>
Revenues from the Company's life reinsurance segment include life insurance
premium revenues, net investment income, net realized gains on investments and
income from investment-related and financial reinsurance products. The 1997
increase in revenues of $402 million or 46% reflects growth in the domestic
traditional life and credit life business principally related to four
significant quota share reinsurance contracts as well as growth in
investment-related and financial reinsurance life products. Revenues increased
$225 million or 34% in 1996, which primarily reflected a full year's operating
results from the Acquired Businesses.
Earnings before income taxes increased $34 million in 1997, including a $20
million increase in net realized gains from investments. Excluding net realized
gains on investments, earnings before income taxes increased $14 million
primarily due to an increase in net investment income attributable to continued
growth in the investment portfolio and fees generated from investment-related
and financial reinsurance products. Earnings before income taxes increased $28
million in 1996, due primarily to the inclusion of a full year's operating
results from the Acquired Businesses.
Liquidity and Capital Resources
GE Global's ability to meet its obligations, including debt service and
operating expenses, and pay dividends to its shareholder depends primarily upon
receiving sufficient funds from its insurance subsidiaries. The payment of
dividends by ERC is subject to restrictions set forth in the insurance laws of
Missouri, as well as other restrictions. Historically, the Company's liquidity
requirements are met by funds provided by operations and from the maturity and
sales of investments.
Cash flows from operating activities primarily consists of premiums collected
during the period in excess of payments made for claims and claim expenses. The
1997 and 1996 decrease in cash flows from operating activities is principally
due to an increase in claim settlements relative to the collection of premiums
and an increase in underwriting and operating cash outlays due to the
implementation of new strategic business initiatives.
Cash flows used for investing activities increased $290 million in 1997,
principally due to the purchase of other invested assets and the acquisition of
minority shares associated with the Company's 1995 acquisition of Frankona Re.
Cash used for investing activities decreased $1.377 billion in 1996, principally
due to the $1.024 billion purchase of the Acquired Businesses in 1995. The
purchases of the Acquired Businesses in 1995 were partially funded by GE Capital
Services contributing $300 million to the equity of GE Global and GE Capital
Corporation, an affiliate of GE Global, purchasing 1,500 shares of 5% cumulative
preferred stock issued by GE Global for an aggregate purchase price of $150
million. The remaining $353 million 1996 decrease in cash used for investing
activities was primarily attributable to a decrease in purchases of investments,
net of sales and maturities, which was caused by a decline in cash flows from
operations.
Cash flows from financing activities decreased $47 million in 1997, reflecting
an increase in dividends paid to affiliates partially offset by an increase in
contract deposits and proceeds from short-term borrowings. Cash flows from
financing activities decreased $958 million in 1996, due primarily to the
financing and capitalization of the 1995 acquisitions described above, partially
offset by an increase in contract deposits related to the life financial
reinsurance business.
16
<PAGE>
In 1996, GE Global executed a $1 billion shelf registration statement of senior
unsecured debt securities, of which $600 million is outstanding and is rated AA
by Standard & Poor's. The remaining unissued $400 million may be offered from
time to time in the future, the proceeds of which will be added to the general
funds of GE Global and made available to finance its operations, unless
otherwise stated at the time of the offering.
In addition, the Company, as of January 1, 1997, has a one-year $600 million
revolving credit agreement with GE Capital Services which enables the Company to
borrow from GE Capital Services at an interest rate per annum equal to GE
Capital Services' cost of funds for a one year period. The agreement shall be
automatically extended for successive terms of one year each unless terminated
in accordance with terms of the agreement.
Investments
General. The Company follows a conservative investment strategy that emphasizes
maintaining a high quality investment portfolio. The primary goals include a
growing stream of investment income and improving total investment returns. All
investments are administered under guidelines established and approved by the
Company's Board of Directors. The Company's guidelines specify credit quality
and concentration limits with respect to both fixed income and equity
securities.
In structuring its fixed maturity portfolios, the Company considers the duration
of its assets and claims and claim expenses reserves. Most fixed maturity
portfolios have total return benchmarks against which relative performance is
measured. The total return benchmarks include investment income and realized and
unrealized gains and losses on investments. Equity funds are managed for total
return, and performance is measured against equity benchmarks.
On a worldwide basis, the Company manages 70% of its investments internally.
General Electric Investment Corporation manages an additional 20% of the
Company's investments, and the balance is managed by unaffiliated outside
managers.
The following table presents investment results for the Company's business.
<TABLE>
<CAPTION>
Year ended December 31,
----------------------------------------------------
(In millions) 1997 1996 1995 1994 1993
----------------------------------------------------
<S> <C> <C> <C> <C> <C>
Average invested assets (at cost)........... $16,417 $15,195 $12,153 $9,020 $7,395
Net investment income....................... 910 837 676 528 465
Net effective yield......................... 5.5% 5.5% 5.6% 5.9% 6.3%
Net realized gains on investments........... $ 303 $ 223 $ 191 $ 103 $ 147
Unrealized gains (losses) on investment
securities before deferred income taxes.. 1,189 799 684 (251) 622
</TABLE>
The Company continues to seek opportunities to enhance investment yield through
a conservative, primarily fixed maturity investment strategy. Its current
investment strategy does not contemplate material additional investments in
non-investment grade debt securities, commercial real estate, commercial
mortgages, equity securities or derivatives.
17
<PAGE>
Domestic Investment Operations. The Company's domestic property and casualty
investment portfolios are principally invested in tax-exempt state and municipal
bonds, which the Company believes provide the most attractive after tax yield.
Some additional commitment was made to equity securities in 1996 and 1995 to
enhance total investment returns in the longer term. The Company's domestic life
investment portfolios are largely invested in taxable debt securities.
The following table categorizes the Company's domestic fixed maturity
portfolios by rating based on market values.
<TABLE>
<CAPTION>
Domestic Property
and Casualty Domestic Life
---------------------------------------------
December 31,
---------------------------------------------
(In millions) 1997 1996 1997 1996
---------------------------------------------
<S> <C> <C> <C> <C>
U.S. government and government agency securities............ 1.4% 2.6% 8.3% 5.8%
Aaa......................................................... 48.9 45.7 1.8 18.8
Aa.......................................................... 27.1 26.3 2.8 13.2
A........................................................... 11.4 16.1 16.9 13.6
Baa......................................................... .5 .2 9.4 2.3
Ba.......................................................... .1 .1 1.5 .7
Canadian securities......................................... 3.9 4.2 0.0 0.0
Mortgage-backed securities.................................. .3 .1 45.8 39.8
Other....................................................... 6.4 4.7 13.5 5.8
----- ----- ----- -----
Total.................................................... 100.0% 100.0% 100.0% 100.0%
===== ===== ===== =====
</TABLE>
Ratings are as assigned by Moody's when available, or by S&P and converted to
the generally comparable Moody's rating.
The Company's emphasis on investment quality is evidenced by the table above,
which indicates that the bonds in the Company's investment portfolios are
principally invested in either U.S. government and government agency securities
or issues rated "A" or above. The Canadian securities held by the Company were
similar in quality to the other securities held in its domestic property and
casualty portfolio. Bonds held by the Company in its domestic life portfolios
include mortgage-backed securities that are matched to the liability profile of
specific life reinsurance contracts. Investments in mortgage-backed securities
are limited to lower risk tranches and do not include any interest only or
principal only elements. Mortgage-backed securities in the Company's investment
portfolio were principally issued by Federal agencies. The balance of the other
securities held in the domestic life portfolios were principally U.S. government
and government agency securities and other bonds with an investment grade
rating. The Company does not contemplate significant investment in
non-investment grade securities in either the property and casualty or life
portfolios.
International Investment Operations. The investment portfolios of the Company's
international operations (other than certain equity portfolios, which are
managed by outside managers) are managed by the ERC Frankona Group's investment
personnel based in Munich, within guidelines established by the management of
the ERC Frankona Group and under the overall supervision and review of the
investment department of ERC.
The principal objective of the ERC Frankona Group's investment policy is to
manage the investment portfolios on a total return basis taking into
consideration the duration and currency structure of the ERC Frankona Group's
reinsurance liabilities. The ERC Frankona Group's investment portfolios are
geographically diversified with investments principally from the major European
markets and the United States.
18
<PAGE>
As of December 31, 1997, the ERC Frankona Group's investments totaled $6.4
billion, an increase of $151 million from December 31, 1996. The composition of
ERC Frankona Group's investments was as follows:
<TABLE>
<CAPTION>
December 31,
---------------------
1997 1996
---------------------
<S> <C> <C>
Fixed maturity securities............................ 81.4% 86.4%
Equity securities.................................... 13.2% 10.4%
Other invested assets................................ 5.4% 3.2%
----- -----
Total................................................ 100.0% 100.0%
===== =====
</TABLE>
The ERC Frankona Group's investment portfolios are globally diversified, with
most fixed maturities having a term less than ten years. The fixed maturity
securities consist of high credit quality securities, and almost all bonds are
investment grade securities with a comparable average rating equal to or above a
Moody's or S&P "AA" rating. Fixed maturity securities include German and Danish
mortgage-backed securities, although these mortgage-backed securities have
significantly less principal and interest prepayment risk than typical U.S.
mortgage-backed securities, as the German and Danish tax and social environments
are not conducive to risks of prepayment of interest and principal. Equity
securities and other invested assets were internationally diversified with
principal holdings in Germany, the United Kingdom and the United States.
Interest Rate and Currency Risk Management
In normal operations, the Company must deal with effects of changes in interest
rates and currency exchange rates. The following discussion presents an overview
of how such changes are managed, a view of their potential effects, and,
finally, what considerations arise from recent developments in Asia.
The Company utilizes various financial instruments, such as currency and
interest rate swaps, options and currency forwards to manage risks. The Company
is exclusively an end user of these financial instruments, which are commonly
referred to as derivatives. The Company does not engage in any derivatives
trading, market-making or other speculative activities in the derivative
markets.
The Company manages its exposure to currency principally by matching the
underlying reinsurance liabilities with the corresponding assets. Any remaining
significant net asset/liability positions in a given currency are hedged with
forward currency purchase or sale contracts to further mitigate currency
exposures. The Company also hedges its currency risk on its foreign subsidiary
investments by utilizing currency swaps that have been designated to modify
currency exposure associated with specific debt instruments.
On a limited basis, and as part of ongoing customer activities, the Company
utilizes interest rate swaps and options to minimize its exposure to movements
in interest rates and financial markets that have a direct correlation with
certain of its reinsurance products.
Substantially all derivative transactions are executed by the Company's Treasury
Department which works closely with GE Capital Treasury personnel to maintain
controls on all exposures, adhere to stringent counterparty credit standards and
actively monitor marketplace exposures. Although the Company is exposed to
credit risk that the counterparty may not be able to comply with the terms and
conditions of the contracts, the Company utilizes only highly rated institutions
as counterparties to the derivative transactions.
19
<PAGE>
The Securities and Exchange Commission requires that registrants include
information about potential effects of changes in interest rates and currency
exchange in their financial statements. Although the rules offer alternatives
for presenting this information, none of the alternatives is without
limitations. The following discussion is based on so-called "shock-tests," which
model effects of interest rate and currency shifts on the reporting company.
Shock tests, while probably the most meaningful analysis permitted, are
constrained by several factors, including the necessity to conduct the analysis
based on a single point in time and by their inability to include the
extraordinarily complex market reactions that normally would arise from the
market shifts modeled. While the following results of shock tests for interest
rates and currencies may have some limited use as benchmarks, they should not be
viewed as forecasts.
One means of assessing exposure to interest rate changes is a
duration-based analysis that measures the potential loss in net earnings
resulting from a hypothetical decrease in interest rates of 100 basis
points across all maturities (sometimes referred to as a "parallel shift in
the yield curve"). Under this model, it is estimated that, all else
constant, such a decrease, including repricing effects in the securities
portfolio, would reduce the 1998 net earnings of the Company based on
December 31, 1997 positions by an insignificant amount.
One means of assessing exposure to changes in currency exchange rates is
to model effects on reported earnings using a sensitivity analysis.
Year-end 1997 consolidated currency exposures, including financial
instruments designated and effective as hedges, were analyzed to identify
Company assets and liabilities denominated in other than their relevant
functional currency. Net unhedged exposures in each currency were then
remeasured assuming a 10 percent decrease (20 percent for hyperinflationary
economies) in currency exchange rates compared with the U.S. dollar. Under
this model, it is estimated that, all else constant, such a decrease would
reduce the 1998 net earnings of the Company based on December 31, 1997
positions by an insignificant amount.
Recent economic developments in parts of Asia have altered somewhat the risks
and opportunities of Company activities in affected economies. These activities
encompass providing certain reinsurance products and investing in marketable
securities within those Asian economies. As such, exposure exists to, among
other things, increased receivable delinquencies and potential bad debts,
impairment of marketable securities and increased reinsurance claims activity.
Conversely, new reinsurance opportunities may arise and the liberalization of
financial and reinsurance regulation may open new opportunities to penetrate
Asian markets. Taken as a whole, while this situation bears close monitoring and
increased management attention, the current situation is expected to have an
immaterial impact on the Company's financial position, results of operations and
cash flows in 1998.
Cyclicality
The property and casualty reinsurance industry has been highly cyclical. Demand
for reinsurance is significantly influenced by underwriting results of primary
property and casualty insurance companies and prevailing general economic and
reinsurance premium rates. The cyclical trends in the industry and the
industry's profitability can also be affected significantly by volatile and
unpredictable developments, including changes in what the Company believes to be
the propensity of courts to grant large awards, natural disasters and other
catastrophic events (such as hurricanes, windstorms, earthquakes, floods and
fires), fluctuations in interest rates and other changes in the investment
environment which affect inflationary pressures that may tend to affect the size
of losses experienced by ceding primary insurance companies.
Year 2000
Year 2000 compliance programs and information systems modifications have been
initiated in an attempt to ensure that these systems and key processes will
remain functional. This objective is expected to be achieved either by modifying
present systems using existing internal and external programming resources or by
installing new systems, including enterprise systems, and by monitoring supplier
and other third-party interfaces. While there can be no assurance that all such
modifications will be successful, management does not expect that either costs
of modifications or consequences of any unsuccessful modifications should have a
material adverse effect on the Company's financial position, results of
operations or liquidity.
20
<PAGE>
New Accounting Standards
New accounting standards issued in 1997 are described below. Neither of these
standards will have any effect on the financial position or results of
operations of the Company.
The Financial Accounting Standards Board issued two Statements of Financial
Accounting Standards (SFAS) that will affect presentation in the Company's 1998
Annual Report on Form 10-K. SFAS No. 130, Reporting Comprehensive Income, will
require display of certain information about adjustments to equity - most
notably, adjustments arising from market value changes in marketable securities.
SFAS No. 131, Disclosures About Segments of an Enterprise and Related
Information, will require additional information about industry segments.
Effects of Inflation
The Company's ultimate claims and claim expense costs on claims not yet settled
is increased by the effects of inflation, and changes in the inflation rate
therefore could become a significant factor in determining appropriate claims
and claim expense reserves, as well as reinsurance premium rates. Generally, the
Company's methods used to estimate claims and claim expense reserves and to
calculate reinsurance premium rates take into account the anticipated effects of
inflation in estimating the ultimate claims and claim expense costs. The Company
uses both insurance industry data and government economic indices in estimating
the effects of inflation on reinsurance premium rates and claims and claim
expense reserves. However, until claims are ultimately settled, the full effect
of inflation on the Company's results cannot be known.
Item 8. Financial Statements and Supplementary Data.
The Company's Consolidated Financial Statements and the Independent Auditors
Report thereon and the Supplementary Financial Statement Schedules listed on the
accompanying Index to Financial Statements and Financial Statement Schedules are
filed as part of this report.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosures.
Not applicable
PART III
Item 10. Directors and Executive Officers.
Omitted
Item 11. Executive Compensation.
Omitted
Item 12. Security Ownership of Certain Beneficial Owners and Management.
Omitted
21
<PAGE>
Item 13. Certain Relationships and Related Transactions.
Omitted
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
(a) 1. Financial Statements and Schedules.
The consolidated financial statements of the Company filed as part of
this report are listed in the Index to Consolidated Financial
Statements and Financial Statement Schedules (page 23).
(a) 2. Financial Statement Schedules.
The consolidated financial statement schedules of the Company filed
as part of this report are listed in the Index to Consolidated
Financial Statements and Financial Statement Schedules (page 23).
(a) 3. Listing of Exhibits.
3.1 A complete copy of the Articles of Incorporation of the
Company, as last amended on August 30, 1995, and currently in
effect. (Incorporated by reference to Exhibit 3.1 of the
Company's Form 10-K for the year ended December 31, 1995.)
3.2 A complete copy of the By-laws of the Company, as last amended
on February 26, 1995, and currently in effect. (Incorporated
by reference to Exhibit 3.2 of the Company's Registration
Statement on Form 10, File No. 0-27394.)
10.1 First Whole Account Aggregate Excess of Loss Retrocession
Agreement (E1), between Employers Reinsurance Corporation and
National Indemnity Company, dated January 1, 1997 (portions
redacted in accordance with application for confidentiality
to be filed).
10.2 Second Whole Account Aggregate Excess of Loss Retrocession
Agreement (E2), between Employers Reinsurance Corporation and
Centre Reinsurance Company of New York, dated January 1, 1997
(portions redacted in accordance with application for
confidentiality to be filed).
10.3 Second Whole Account Aggregate Excess of Loss Retrocession
Agreement (E2), between Employers Reinsurance Corporation and
National Union Fire Insurance Company of Pittsburgh, PA, dated
January 1, 1997 (portions redacted in accordance with
application for confidentiality to be filed).
12 Computation of ratio of earnings to fixed charges.
23 Consent of KPMG Peat Marwick LLP.
(b) Reports on Form 8-K.
None.
22
<PAGE>
ITEM 14(a)
GE Global Insurance Holding Corporation
and Subsidiaries
Index to
Consolidated Financial Statements
and
Financial Statement Schedules
Page
----
Consolidated Financial Statements
Independent Auditors' Report.............................................24
Consolidated Statement of Earnings.......................................25
Consolidated Statement of Financial Position.............................26
Consolidated Statement of Stockholder's Equity...........................28
Consolidated Statement of Cash Flows.....................................29
Notes to Consolidated Financial Statements...............................30
Financial Statement Schedules
Schedule II - Condensed Financial Information of Registrant..............54
Schedule III - Supplementary Insurance Information.......................58
23
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Stockholder
GE Global Insurance Holding Corporation:
We have audited the accompanying consolidated statements of financial position
of GE Global Insurance Holding Corporation and subsidiaries as of December 31,
1997 and 1996, and the related consolidated statements of earnings,
stockholder's equity and cash flows for each of the years in the three-year
period ended December 31, 1997. Our audits also included the financial statement
schedules listed in the Index at Item 14(a) as of December 31, 1997 and 1996 and
for each of the years in the three-year period ended December 31, 1997. These
consolidated financial statements and schedules are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements and schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of GE Global Insurance
Holding Corporation and subsidiaries as of December 31, 1997 and 1996, and the
results of their operations and their cash flows for each of the years in the
three-year period ended December 31, 1997, in conformity with generally accepted
accounting principles. Also, in our opinion, the related financial statement
schedules, when considered in relation to the basic consolidated financial
statements taken as a whole, present fairly, in all material respects, the
information set forth therein.
KPMG Peat Marwick LLP
Kansas City, Missouri
January 23, 1998
24
<PAGE>
<TABLE>
<CAPTION>
GE GLOBAL INSURANCE HOLDING CORPORATION
AND SUBSIDIARIES
Consolidated Statement of Earnings
Year ended December 31,
--------------------------------
(In millions) 1997 1996 1995
--------------------------------
<S> <C> <C> <C>
Revenues
Net premiums written (Note 8) $4,545 $4,573 $3,561
====== ====== ======
Net premiums earned (Note 8) $4,467 $4,648 $3,886
Net investment income (Note 4) 910 837 676
Net realized gains on investments (Note 4) 303 223 191
Other revenues 104 43 45
------ ------ ------
Total revenues 5,784 5,751 4,798
------ ------ ------
Costs and Expenses
Claims, claim expenses and policy benefits 3,260 3,373 2,994
Insurance acquisition costs 1,073 1,106 847
Amortization of intangibles 78 82 60
Interest expense 42 42 16
Other operating costs and expenses 366 284 225
Minority interest in net earnings of consolidated
subsidiaries (Notes 3 and 9) 83 84 95
------ ------ ------
Total costs and expenses 4,902 4,971 4,237
------ ------ ------
Earnings before income taxes 882 780 561
------ ------ ------
Provision for income taxes (Note 6):
Current (37) 207 150
Deferred 271 6 (26)
------ ------ ------
234 213 124
------ ------ ------
Net earnings $ 648 $ 567 $ 437
====== ====== ======
</TABLE>
See Notes to Consolidated Financial Statements.
25
<PAGE>
<TABLE>
<CAPTION>
GE GLOBAL INSURANCE HOLDING CORPORATION
AND SUBSIDIARIES
Consolidated Statement of Financial Position
December 31,
---------------------------
(In millions) 1997 1996
---------------------------
<S> <C> <C>
Assets
Investments (Note 4):
Fixed maturity securities available-for-sale, at fair value $14,816 $13,572
Equity securities, at fair value 2,513 2,303
Short-term investments, at amortized cost 661 339
Other invested assets 353 265
------- -------
Total investments 18,343 16,479
Cash 269 377
Securities and indebtedness of related parties 318 310
Accrued investment income 369 391
Premiums receivable 2,279 2,645
Funds held by reinsured companies 502 519
Reinsurance recoverables 2,791 2,358
Deferred insurance acquisition costs 844 495
Intangible assets 897 986
Other assets 920 828
------- -------
Total assets $27,532 $25,388
======= =======
</TABLE>
26
<PAGE>
<TABLE>
<CAPTION>
GE GLOBAL INSURANCE HOLDING CORPORATION
AND SUBSIDIARIES
Consolidated Statement of Financial Position (continued)
December 31,
-------------------------
(In millions) 1997 1996
-------------------------
<S> <C> <C>
Liabilities and equity
Claims and claim expenses (Note 5) $10,961 $10,869
Accumulated contract values 2,305 1,643
Future policy benefits for life and health contracts 1,604 831
Unearned premiums 1,244 1,170
Other reinsurance balances 1,125 1,836
Income taxes payable (Note 6) 191 173
Contract deposit liabilities 1,812 1,458
Other liabilities 518 612
Deferred income taxes (Note 6) 646 274
Long-term borrowings (Note 7) 556 556
Indebtedness to related parties (Note 7) 19 -
------- -------
Total liabilities 20,981 19,422
------- -------
Minority interest in equity of consolidated
subsidiaries (Notes 3 and 9) 1,177 1,206
------- -------
Common stock, $5,000 par value; authorized,
issued and outstanding - 1,000 shares 5 5
Preferred stock, $100,000 par value; authorized,
issued and outstanding - 1,500 shares 150 150
Paid-in capital 845 845
Unrealized gains on investment securities 746 500
Foreign currency translation adjustments (32) 15
Retained earnings 3,660 3,245
------- -------
Total stockholder's equity 5,374 4,760
------- -------
Total liabilities and equity $27,532 $25,388
======= =======
</TABLE>
See Notes to Consolidated Financial Statements.
27
<PAGE>
<TABLE>
<CAPTION>
GE GLOBAL INSURANCE HOLDING CORPORATION
AND SUBSIDIARIES
Consolidated Statement of Stockholder's Equity
Unrealized
Gains Foreign
(Losses) on Currency
Common Preferred Paid-In Investment Translation Retained
(In millions) Stock Stock Capital Securities Adjustments Earnings Total
----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balances, January 1, 1995 $5 $ - $545 $(166) $ 1 $2,337 $2,722
Issuance of preferred stock (Note 9) - 150 - - - - 150
Contribution to capital (Note 9) - - 300 - - - 300
Unrealized gains on investment securities - - - 602 - - 602
Foreign currency translation adjustments - - - - 11 - 11
Net earnings - - - - - 437 437
Dividends paid on common stock - - - - - (29) (29)
Dividends paid on preferred stock - - - - - (2) (2)
-- ---- ---- ----- ---- ------ ------
Balances, December 31, 1995 5 150 845 436 12 2,743 4,191
Unrealized gains on investment securities - - - 64 - - 64
Foreign currency translation adjustments (Note 2) - - - - 3 - 3
Net earnings - - - - - 567 567
Dividends paid on common stock - - - - - (58) (58)
Dividends paid on preferred stock - - - - - (7) (7)
-- ----- ---- ----- ---- ------ ------
Balances, December 31, 1996 5 150 845 500 15 3,245 4,760
Unrealized gains on investment securities - - - 246 - - 246
Foreign currency translation adjustments (Note 2) - - - - (47) - (47)
Net earnings - - - - - 648 648
Dividends paid on common stock - - - - - (225) (225)
Dividends paid on preferred stock - - - - - (8) (8)
-- ---- ---- ----- ---- ------ ------
Balances, December 31, 1997 $5 $150 $845 $ 746 $(32) $3,660 $5,374
== ==== ==== ===== ==== ====== ======
</TABLE>
See Notes to Consolidated Financial Statements.
28
<PAGE>
<TABLE>
<CAPTION>
GE GLOBAL INSURANCE HOLDING CORPORATION
AND SUBSIDIARIES
Consolidated Statement of Cash Flows
Year ended December 31,
-----------------------------------
(In millions) 1997 1996 1995
-----------------------------------
<S> <C> <C> <C>
Cash Flows From Operating Activities
Net earnings $ 648 $ 567 $ 437
Adjustments to reconcile net earnings to cash
from operating activities:
Claims and claim expenses 621 489 608
Future policy benefits for life and health contracts 211 157 (45)
Unearned premiums 137 1 (564)
Funds held by reinsured companies (5) 104 (10)
Reinsurance recoverables 103 210 (268)
Deferred income taxes 271 6 (26)
Income taxes payable 25 66 12
Other, net (510) (460) 1,047
Amortization of insurance acquisition costs 1,073 1,106 847
Insurance acquisition costs deferred (1,374) (1,157) (833)
Net realized gains on investments (303) (223) (191)
------- ------- -------
Cash from operating activities 897 866 1,014
------- ------- -------
Cash Flows From Investing Activities
Fixed maturity securities available-for-sale:
Purchases (6,058) (6,219) (5,936)
Sales 4,494 4,896 4,432
Maturities 734 610 474
Equity securities:
Purchases (1,240) (1,330) (1,337)
Sales 1,383 1,178 1,178
Net purchases of short-term investments (231) (28) (50)
Cash paid for acquisitions and in force reinsurance
transactions (Note 3) (89) - (807)
Other investing activities (70) 106 (118)
------- ------- -------
Cash used for investing activities (1,077) (787) (2,164)
------- ------- -------
Cash Flows From Financing Activities
Change in contract deposits 513 460 352
Net contract accumulation payments (160) (161) (223)
Proceeds from short-term borrowings (Note 7) 23 - 600
Principal payments on short-term borrowings (Note 7) - (600) -
Proceeds from long-term borrowings (Note 7) - 556 -
Contribution to capital (Note 9) - - 300
Proceeds from issuance of preferred stock (Note 9) - - 150
Dividends paid (233) (65) (31)
------- ------- -------
Cash from financing activities 143 190 1,148
------- ------- -------
Effect of exchange rate changes on cash (71) (347) 116
------- ------- -------
Increase (decrease) in cash (108) (78) 114
Cash at beginning of year 377 455 341
------- ------- -------
Cash at end of year $ 269 $ 377 $ 455
======= ======= =======
</TABLE>
See Notes to Consolidated Financial Statements.
29
<PAGE>
GE GLOBAL INSURANCE HOLDING CORPORATION
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
1. Basis of Presentation
Principles of Consolidation
GE Global Insurance Holding Corporation ("GE Global") is a wholly-owned
subsidiary of General Electric Capital Services, Inc. ("GE Capital Services"),
which is a wholly-owned subsidiary of General Electric Company ("GE Company").
The accompanying consolidated financial statements of GE Global include the
accounts and operations, after intercompany eliminations, of GE Global and
Employers Reinsurance Corporation ("ERC"), a property/casualty reinsurance
company with various property/casualty reinsurance, life reinsurance and
insurance intermediary subsidiaries. GE Global owns 100% of the common stock of
ERC, representing 89.5% of ERC's voting rights, and General Electric Capital
Corporation ("GE Capital" - a wholly-owned subsidiary of GE Capital Services)
owns 100% of ERC's preferred stock, representing 10.5% of ERC's voting rights.
GE Global and its consolidated subsidiaries are collectively referred to as "the
Company."
Other affiliates, generally companies in which the Company owns 20 to 50 percent
of the voting rights, are included in other invested assets and valued at the
appropriate share of equity plus loans and advances.
Basis of Accounting
The accompanying consolidated financial statements have been prepared on the
basis of generally accepted accounting principles ("GAAP") which, as to the
insurance company subsidiaries, vary from statutory accounting practices
prescribed or permitted by insurance regulatory authorities. The preparation of
financial statements in conformity with GAAP requires management to make
estimates and assumptions that affect reported amounts and related disclosures.
Actual results could differ from those estimates.
2. Summary of Significant Accounting Policies
Investments
The Company's fixed maturity and marketable equity securities have been
designated as available-for-sale and are reported at fair value, with net
unrealized gains or (losses) included in stockholder's equity, net of applicable
taxes. Realized gains or (losses) on sales of investments are determined on the
specific-identification method and include adjustments to the net realizable
value of investments for declines in value that are considered to be other than
temporary. Investment income is recognized as earned and includes the accretion
of discounts and amortization of premiums related to fixed maturity securities.
Property and Casualty Insurance/Reinsurance Segment
Premiums are reported as earned over the terms of the related
insurance/reinsurance treaties or policies. In general, earned premiums are
calculated on a pro rata basis, are determined based on reports received from
reinsureds, or are estimated if reports are not received timely from reinsureds.
Premium adjustments under retrospectively rated reinsurance contracts are
recorded based on estimated claims and claim expenses, including both case and
incurred but not yet reported liabilities. Assumed foreign reinsurance is
accounted for using the periodic method.
Certain insurance acquisition costs, principally commissions and brokerage
expenses, are deferred and amortized over the contract period in which the
related premiums are earned. Future investment income is considered in
determining the recoverability of deferred insurance acquisition costs.
30
<PAGE>
GE GLOBAL INSURANCE HOLDING CORPORATION
AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
2. Summary of Significant Accounting Policies (continued)
The value of property and casualty business recorded in connection with the 1984
acquisition of ERC by GE Capital Services is being amortized over 16 years using
the straight-line method. Included in the statement of financial position
caption "Intangible assets" was the value of property and casualty business of
$262 million before accumulated amortization of $218 million and $202 million at
December 31, 1997 and 1996, respectively.
The liabilities for claims and claim expenses represent the estimated
liabilities for reported claims plus those incurred but not yet reported and the
related estimated claim expenses. The liabilities for claims and claim expenses
are determined using case-basis evaluations and statistical analyses and
represent estimates of the ultimate cost of all claims incurred through December
31 of each year. Although considerable variability is inherent in such
estimates, management believes that the liabilities for claims and claim
expenses are adequate. The estimates are continually reviewed and adjusted as
necessary; such adjustments are included in current operations and are accounted
for as changes in estimates. Included in the liabilities for claims and claim
expenses are $1.000 billion and $1.015 billion at December 31, 1997 and 1996,
respectively, of long-term disability claims that are discounted at a 6% rate
(See Note 10).
Amounts recoverable from reinsurers related to the liabilities for claims and
claim expenses are estimated in a manner consistent with the related liabilities
associated with the reinsured policies.
Life Reinsurance Segment
The Company provides reinsurance for life and health insurance and annuities.
These products can be classified into three groups: traditional insurance
contracts, universal life insurance contracts and investment contracts.
Insurance contracts are broadly defined to include contracts with significant
mortality and/or morbidity risk while investment contracts are broadly defined
to include contracts without significant mortality or morbidity risk. Universal
life insurance contracts are insurance contracts with terms that are not fixed
and guaranteed.
Revenues for traditional insurance contracts are recognized as revenues when due
or over the terms of the policies. For universal life contracts and investment
contracts, premiums received are reported as liabilities ("Accumulated contract
values"), not as revenues. Revenues for universal life contracts and investment
contracts are recognized for assessments made against the policyholder's
accumulated contract values for insurance, policy administration, surrenders,
and other authorized charges.
Future policy benefits for life and health contracts represent the present value
of such benefits based on mortality and other assumptions which were appropriate
at the time the policies were issued or at the date of purchase. Interest rate
assumptions used in calculating the present value range from 3.0% to 8.5% at
December 31, 1997 and 1996. Interest rates credited to universal life contracts
and investment contracts are guaranteed for the policy terms with renewal rates
determined by management. Such crediting interest rates ranged from 3.75% to
9.00% in 1997, 3.25% to 9.00% in 1996 and 4.25% to 12.30% in 1995.
Acquisition costs include costs and expenses that vary with and are primarily
related to the acquisition of insurance and investment contracts, such as
commissions and certain support costs, such as underwriting and policy issue
expenses. For universal life contracts and investment contracts, the
amortization is based on the anticipated gross profits from investments,
surrender and other charges net of interest credited, mortality and maintenance
expenses. As actual gross profits vary from projected gross profits, the impact
on amortization is included in net income. For insurance contracts, the
acquisition costs are amortized over the premium paying periods using
assumptions consistent with those used in computing future policy benefit
reserves.
31
<PAGE>
GE GLOBAL INSURANCE HOLDING CORPORATION
AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
2. Summary of Significant Accounting Policies (continued)
As a result of acquisitions, the Company has obtained the right to receive
future profits from life reinsurance contracts existing at the date of the
acquisitions. The present value of these future profits ("PVFP") has been
actuarially determined based on the projected profits from the contracts
acquired. The calculation of the projected profits includes anticipated future
premiums, benefit payments, lapse rates, expenses and related investment income.
The PVFP was determined using risk adjusted discount rates from 8% to 15% and
the interest rates selected for the valuation were determined based on the
applicable interest rates in the country of risk and the risk inherent in the
realization of the estimated future profits. The PVFP of $141 million and $164
million at December 31, 1997 and 1996, respectively, is included in the
statement of financial position caption "Intangible assets" and is being
amortized using the interest method over the duration of the related life
business, approximately 20 years, as the premiums on the books of business are
recognized.
Funds Held by Reinsured Companies
Funds held by reinsured companies represent ceded premiums retained by the
ceding companies according to contractual terms. The Company generally earns
investment income on these balances during the periods that the funds are held.
Allowance for Doubtful Accounts
The Company establishes an allowance for uncollectible premiums receivable,
reinsurance recoverables and other doubtful receivables. The allowance is
recorded as a valuation account that reduces the corresponding asset. The
allowance was $48 million and $47 million at December 31, 1997 and 1996,
respectively.
Goodwill
The Company amortizes goodwill recorded in connection with its business
combinations over periods ranging from 15 to 30 years using the straight-line
method. Included in the statement of financial position caption "Intangible
assets" was goodwill of $712 million and $983 million at December 31, 1997 and
1996, respectively. Accumulated amortization was $260 million and $221 million
at December 31, 1997 and 1996, respectively. If goodwill is identified with
long-lived assets that are subject to an impairment loss, and an adjustment is
to be made to reflect fair value, the goodwill shall be reduced or eliminated
before the carrying value of such long-lived assets are written down to fair
value. Goodwill in excess of associated expected operating cash flows is
considered to be impaired and is written down to fair value.
Statement of Cash Flows
Cash includes cash on hand, demand deposits and certificates of deposit. All
highly liquid investments with an original maturity of three months or less are
classified as short-term investments in the statement of financial position, and
transactions as such are considered investing activities in the consolidated
statement of cash flows.
32
<PAGE>
GE GLOBAL INSURANCE HOLDING CORPORATION
AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
2. Summary of Significant Accounting Policies (continued)
Reinsurance
Reinsurance contracts that do not both transfer significant insurance risk and
result in the reasonable possibility that the reinsurer (or retrocessionaire)
may realize a significant loss from the insurance risk assumed are required to
be accounted for as deposits. These contract deposits are included in contract
deposit assets (included in "Other assets") or "Contract deposit liabilities"
and are accounted for as financing transactions with interest income or expense
credited or charged to the contract deposits.
Income Taxes
In 1997, GE Global, together with its domestic property/casualty insurance
subsidiaries, one domestic life subsidiary and its parent, GE Capital Services,
are included in the consolidated federal income tax return of GE Company. GE
Global's other domestic life insurance subsidiary is taxed as a life insurance
company, and that subsidiary files a separate income tax return.
Prior to 1997, GE Global, together with its domestic property/casualty insurance
subsidiaries and its parent, GE Capital Services, were included in the
consolidated federal income tax return of GE Company. Both of GE Global's
domestic life insurance subsidiaries were taxed as life insurance companies, and
those subsidiaries filed separate federal income tax returns.
GE Global's international insurance subsidiaries file separate income tax
returns in the countries where the subsidiaries are domiciled.
The Company utilizes the liability method, whereby deferred tax assets and
liabilities are determined based on differences between the financial reporting
and tax bases of assets and liabilities and are measured using the enacted tax
rates and laws. The Company is required to establish a "valuation allowance" for
any portion of the deferred tax asset that management believes will not be
realized.
Interest Rate and Currency Risk Management
As a matter of policy, the Company does not engage in any derivatives trading,
market-making or other speculative activities in the derivative markets. The
Company utilizes various financial instruments, such as currency and interest
rate swaps, options and currency forwards to lessen its exposure to movements in
interest rates and foreign currency exchange rates.
Interest rate and currency swaps that modify borrowings or designated assets are
accounted for on an accrual basis. The Company requires all other derivative
instruments, such as options and forwards, to be designated and accounted for as
hedges of specific assets, liabilities or committed transactions; resulting
payments and receipts are recognized contemporaneously with effects of hedged
transactions.
Instruments used as hedges must be effective at reducing the risk associated
with the exposure being hedged and must be designated as a hedge at the
inception of the contract. Accordingly, changes in market values of hedged
instruments must be highly correlated with changes in market values of
underlying hedged items, both at inception of the hedge and over the life of the
hedge contract. Any instrument designated but ineffective as a hedge is marked
to market and recognized in operations immediately.
33
<PAGE>
GE GLOBAL INSURANCE HOLDING CORPORATION
AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
2. Summary of Significant Accounting Policies (continued)
Foreign Currency Translation
The Company operates in a multiple functional currency environment whereby
revenues and expenses in functional currencies are translated using the weighted
average exchange rate during the year and functional currency assets and
liabilities are translated at the rate of exchange in effect at the close of the
year. Gains or losses resulting from translating the functional currencies into
U.S. dollars are accumulated in a separate component of stockholder's equity,
entitled "Foreign currency translation adjustments." The Company partially
hedges its foreign currency risk on its foreign subsidiary investments by
utilizing a cross currency swap (See Note 12). The gain on the cross currency
swap, which is included in "Foreign currency translation adjustments", was $192
million and $71 million at December 31, 1997 and 1996, respectively. The net
effect of foreign currency transactions on operating results during 1997, 1996
and 1995 was immaterial.
Benefit Plans
Employees of the Company and its subsidiaries, excluding international
subsidiaries, are covered by a trusteed, noncontributory defined benefit plan
and unfunded postretirement plans that provide medical benefits and life
insurance benefits to substantially all employees and their dependents. Certain
of the Company's international subsidiaries also sponsor noncontributory defined
benefit plans for their employees. The net effect of all benefit plans on the
consolidated statement of financial position and statement of earnings for 1997,
1996 and 1995 was immaterial.
Reclassifications
Certain reclassifications of prior year balances have been made to conform to
the current year presentation.
34
<PAGE>
GE GLOBAL INSURANCE HOLDING CORPORATION
AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
3. Acquisitions
In July 1995, the Company consummated its purchase of certain assets comprising
a majority of the reinsurance business of Aachener
Ruckversicherungs-Gesellschaft Aktiengesellschaft (the "Aachen Re Business") and
its purchase of over 93% of the outstanding shares of Frankona
Ruckversicherungs-Aktiengesellschaft ("Frankona Re"). The Aachen Re Business is
written primarily on a direct basis and principally consists of auto/motor, fire
and life reinsurance of both German and non-German business. Frankona Re also
operates primarily on a direct basis, and its written premium principally
consists of aviation, auto/motor, fire and life reinsurance of both German and
non-German business.
The Aachen Re Business and the Frankona Re shares were purchased for
approximately $143 million and $879 million, respectively, and both transactions
were accounted for as purchases. Accordingly, the purchase prices have been
allocated to assets acquired and liabilities assumed based on estimates of their
fair values as of the dates of the acquisitions and the results of operations
have been included in the statement of earnings since the acquisition dates. The
allocation of the combined purchase price, as finalized in 1996, is summarized
as follows:
(In millions)
Assets acquired, excluding goodwill
and present value of future profits $ 7,729
Goodwill 583
Present value of future profits 146
Liabilities assumed (7,436)
-------
Total purchase price $ 1,022
=======
Goodwill is being amortized using the straight-line method over a 20 year period
and the present value of future profits on the life reinsurance business is
being amortized using the interest method over the duration of the related life
business, approximately 20 years, as the premiums on the life reinsurance
business are recognized. Funding for these acquisitions is described in Note 7.
During 1997 and 1996, the Company continued to purchase the remaining
outstanding shares of Frankona Re held by minority shareholders. Effective
December 7, 1996, an agreement was entered into with the remaining minority
shareholders whereby the Company offered to purchase the remaining outstanding
shares at a stipulated price and guaranteed a specified compensation payment.
The Company paid cash of $69 million in 1997 for shares acquired from the
minority shareholders, and the purchase of these shares has been accounted for
using the purchase method of accounting. The excess of the purchase price over
the fair market value of the net assets acquired of approximately $40 million
was recognized as goodwill and is being amortized over the remaining initial
goodwill amortization period. Minority shareholders who elected not to redeem
their outstanding shares under this agreement will receive a stated future
annual dividend and forfeited their right to participate in the future net
earnings of Frankona Re. As of December 31, 1997, the Company owns approximately
99% of the outstanding shares of Frankona Re.
35
<PAGE>
GE GLOBAL INSURANCE HOLDING CORPORATION
AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
4. Investments
The cost, fair value and gross unrealized gains and losses of fixed maturity
securities, equity securities, short-term investments and other invested assets
were as follows:
<TABLE>
<CAPTION>
December 31, 1997
-------------------------------------------
Gross Gross
Unrealized Unrealized Fair
(In millions) Cost Gains Losses Value
-------------------------------------------
<S> <C> <C> <C> <C>
Fixed maturity securities:
U.S. government $ 561 $ 17 $ 1 $ 577
International government 2,457 120 3 2,574
Tax-exempt 5,542 345 - 5,887
Corporate 3,342 107 9 3,440
U.S. mortgage-backed 1,391 40 3 1,428
International mortgage-backed 865 45 - 910
------- ------ --- -------
Total fixed maturity securities 14,158 674 16 14,816
Equity securities 1,982 579 48 2,513
Short-term investments 661 - - 661
Other invested assets 353 - - 353
------- ------ --- -------
Total investments $17,154 $1,253 $64 $18,343
======= ====== === =======
</TABLE>
<TABLE>
<CAPTION>
December 31, 1996
-------------------------------------------
Gross Gross
Unrealized Unrealized Fair
(In millions) Cost Gains Losses Value
-------------------------------------------
<S> <C> <C> <C> <C>
Fixed maturity securities:
U.S. government $ 514 $ 3 $ 2 $ 515
International government 2,281 91 1 2,371
Tax-exempt 5,830 279 8 6,101
Corporate 2,541 69 7 2,603
U.S. mortgage-backed 912 18 7 923
International mortgage-backed 1,010 49 - 1,059
------- ---- --- -------
Total fixed maturity securities 13,088 509 25 13,572
Equity securities 1,988 352 37 2,303
Short-term investments 339 - - 339
Other invested assets 265 - - 265
------- ---- --- -------
Total investments $15,680 $861 $62 $16,479
======= ==== === =======
</TABLE>
36
<PAGE>
GE GLOBAL INSURANCE HOLDING CORPORATION
AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
4. Investments (continued)
The amortized cost and estimated fair value of fixed maturity securities at
December 31, 1997 are summarized, by stated maturity, as
follows:
<TABLE>
<CAPTION>
Fair
(In millions) Cost Value
--------------------
<S> <C> <C>
Maturity:
Due in 1998 $ 341 $ 347
Due in 1999-2002 3,055 3,123
Due in 2003-2007 3,578 3,753
Due after 2007 4,928 5,255
------- -------
11,902 12,478
Mortgage-backed securities 2,256 2,338
------- -------
Total fixed maturity securities $14,158 $14,816
======= =======
</TABLE>
The foregoing data is based on the stated maturities of the securities. Actual
maturities will differ for some securities because borrowers may have the right
to call or prepay obligations with or without call or prepayment penalties.
Major categories of investment income are summarized as follows:
<TABLE>
<CAPTION>
Year ended December 31,
----------------------------
(In millions) 1997 1996 1995
----------------------------
<S> <C> <C> <C>
Gross investment income:
Fixed maturity securities $773 $737 $581
Equity securities 63 45 32
Short-term investments 28 19 28
Securities and indebtedness of related parties 18 21 20
Other 41 35 30
---- ---- ----
923 857 691
Investment expenses 13 20 15
---- ---- ----
Net investment income $910 $837 $676
==== ==== ====
</TABLE>
37
<PAGE>
GE GLOBAL INSURANCE HOLDING CORPORATION
AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
4. Investments (continued)
The Company's sales proceeds and realized gains and losses on securities are
summarized as follows:
<TABLE>
<CAPTION>
Year ended December 31,
----------------------------------
(In millions) 1997 1996 1995
----------------------------------
<S> <C> <C> <C>
Sales proceeds from fixed maturity securities $4,494 $4,896 $4,432
====== ====== ======
Net realized gains on investments before income taxes:
Fixed maturiy securities:
Gross realized gains $119 $108 $114
Gross realized losses (18) (36) (29)
Equity securities:
Gross realized gains 285 201 154
Gross realized losses (83) (50) (48)
---- ---- ----
Total net realized gains before income taxes 303 223 191
Provision for income taxes 110 79 67
---- ---- ----
Net realized gains on investments, after income taxes $193 $144 $124
==== ==== ====
</TABLE>
The change in net unrealized gains (losses), before income tax, on fixed
maturity securities was $174 million, $(91) million and $782 million in 1997,
1996 and 1995, respectively; the corresponding amounts for equity securities
were $216 million, $206 million and $153 million in 1997, 1996 and 1995,
respectively.
At December 31, 1997 and 1996, the Company had investments in fixed maturity
securities with a carrying amount of $565 million and $563 million,
respectively, on deposit with state insurance departments to satisfy regulatory
requirements.
38
<PAGE>
GE GLOBAL INSURANCE HOLDING CORPORATION
AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
5. Claims and Claim Expenses
The table below provides a reconciliation of the beginning and ending claims and
claim expense liabilities, net of reinsurance.
<TABLE>
<CAPTION>
Year ended December 31,
--------------------------------------
(In millions) 1997 1996 1995
--------------------------------------
<S> <C> <C> <C>
Liability balances at January 1 $10,869 $11,145 $ 6,020
Reinsurance recoverables on unpaid claims
and claim expenses 1,411 1,794 949
------- ------- -------
Net balances at January 1 9,458 9,351 5,071
------- ------- -------
Incurred claims and claim expenses related to:
Current year 2,449 2,763 2,638
Prior years 71 106 104
------- ------- -------
Total incurred 2,520 2,869 2,742
------- ------- -------
Claims and claim expense payments related to:
Current year 626 485 295
Prior years 1,949 1,990 1,426
------- ------- -------
Total payments 2,575 2,475 1,721
------- ------- -------
Acquired businesses' net unpaid claims
and claim expenses (See Note 3) - - 3,313
Foreign exchange and other (264) (287) (54)
------- ------- -------
Net balances at December 31 9,139 9,458 9,351
Reinsurance recoverables on unpaid claims
and claim expenses 1,822 1,411 1,794
------- ------- -------
Liability balances at December 31 $10,961 $10,869 $11,145
======= ======= =======
</TABLE>
The Company's liabilities for unpaid claims and claim expenses, net of related
reinsurance recoverables, at December 31, 1996, 1995 and 1994, were increased in
the following year by $71 million, $106 million and $104 million, respectively,
for claims that had occurred on or prior to those balance sheet dates. Those
deficiencies resulted principally from settling claims established in earlier
accident years for amounts that were more than estimated and due to changes in
estimates associated with a lag in receiving underwriting reports from ceding
companies that causes development of both premiums and claims, especially as it
relates to the international operations.
39
<PAGE>
GE GLOBAL INSURANCE HOLDING CORPORATION
AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
5. Claims and Claim Expenses (continued)
In establishing the liabilities for claims and claim expenses related to
asbestos-related illnesses and toxic waste cleanup, management considers facts
currently known and the current state of the law and coverage litigation.
Liabilities are recognized for known claims (including the cost of related
litigation) when sufficient information has been developed to indicate the
involvement of specific insurance or reinsurance contracts and management can
reasonably estimate its liability. In addition, amounts have been established to
cover additional exposures on both known and unasserted claims, and estimates of
the liabilities are reviewed and updated continually.
The gross liabilities for asbestos-related illness and toxic waste cleanup
claims and claim expenses and the related reinsurance recoverables were $462
million and $193 million, respectively, at December 31, 1997. These amounts are
management's best estimate, based on currently available information, of future
claim and claim expense payments and recoveries that are expected to develop in
future years. The Company monitors evolving case law and its effect on
asbestos-related illness and toxic waste cleanup claims. Changing U.S.
government regulations and legislation, including continuing Congressional
consideration of a Federal Superfund law, newly reported claims, new contract
interpretations and other factors could significantly affect future claim
development. While the Company has recorded its best estimate of its liabilities
for asbestos-related illness and toxic waste cleanup claims based on currently
available information, it is possible that additional liabilities may arise in
the future. It is not possible to estimate with any certainty the amount of
additional net loss, or the range of net loss, that is reasonably possible;
therefore, there can be no assurance that future liabilities will not materially
affect the Company's results of operations, cash flows and financial position.
No amounts have been established for claims and claim expenses related to Year
2000. The Company is currently monitoring the possibility of claims arising in
the future under specific insurance or reinsurance contracts and will establish
liabilities, if appropriate, at such time when sufficient information has been
developed to indicate a liability has been incurred and can be reasonably
estimated. In addition, the Company is evaluating certain actions which can be
taken to mitigate the exposure to such losses. It is not possible to estimate
with any certainty the future amount of additional net loss, or the range of net
loss, that may arise from Year 2000 issues; therefore, there can be no assurance
that future liabilities will not materially affect the Company's results of
operations, cash flows or financial position.
6. Income Taxes
The Company's provision for income taxes is summarized as follows:
<TABLE>
<CAPTION>
Year ended December 31,
--------------------------------------------------------------------------------------------
1997 1996 1995
----------------------- ------------------------- --------------------------
United Inter- United Inter- United Inter-
(In millions) States national Total States national Total States national Total
----------------------- ------------------------- --------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Current $(77) $ 40 $(37) $79 $128 $207 $82 $68 $150
Deferred 172 99 271 7 (1) 6 (22) (4) (26)
---- ---- ---- --- ---- ---- --- --- ----
Total $ 95 $139 $234 $86 $127 $213 $60 $64 $124
==== ==== ==== === ==== ==== === === ====
</TABLE>
The change in the Company's 1997 current and deferred tax provisions relative to
1996 principally reflects the reversal of loss reserve discounting, tax
provision adjustments to the 1996 tax return and new life reinsurance agreements
entered into in 1997.
40
<PAGE>
GE GLOBAL INSURANCE HOLDING CORPORATION
AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
6. Income Taxes (continued)
Income taxes (recovered) paid by the Company totaled $(53) million, $158 million
and $114 million in 1997, 1996 and 1995, respectively.
The Company's effective income tax rate on pre-tax income is lower than the
prevailing U.S. corporate federal income tax rate and is summarized as follows:
<TABLE>
<CAPTION>
Year ended December 31,
-----------------------------
1997 1996 1995
-----------------------------
<S> <C> <C> <C>
Corporate federal income tax rate 35% 35% 35%
Tax-exempt investment income (11) (14) (19)
Intercompany dividend payment 3 4 6
Other items, net - 2 -
-- -- --
Effective tax rate 27% 27% 22%
== == ==
</TABLE>
The significant components of the Company's net deferred tax assets and
liabilities are summarized as follows:
<TABLE>
<CAPTION>
December 31,
--------------------
(In millions) 1997 1996
--------------------
<S> <C> <C>
Deferred tax assets:
Claim and claim expenses $ 324 $ 367
Unearned premiums 89 41
Foreign tax credit carryforwards 116 66
Foreign currency translation 41 24
Accruals not currently deductible 40 23
Other 80 175
------ -----
Total gross deferred tax assets 690 696
Valuation allowance 54 66
------ -----
Total deferred tax assets 636 630
------ -----
Deferred tax liabilities:
Deferred insurance acquisition costs 261 153
Tax reserves in excess of book reserves 210 198
Net unrealized gains on investment securities 443 311
Contract deposit liabilities 204 85
Present value of future profits 44 49
Other 120 108
------ -----
Total deferred tax liabilities 1,282 904
------ -----
Net deferred tax liability $ (646) $(274)
====== =====
</TABLE>
41
<PAGE>
GE GLOBAL INSURANCE HOLDING CORPORATION
AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
6. Income Taxes (continued)
A valuation allowance is provided when it is more likely than not that certain
deferred tax assets will not be realized. The Company has established a
valuation allowance for deferred tax assets associated with foreign tax credit
carryforwards that exceed the projected future benefit of such foreign tax
credits. The net change in the valuation allowance for deferred tax assets
associated with the foreign tax credits was a decrease of $12 million in 1997
and an increase of $3 million in 1996. The 1997 decrease in the valuation
allowance is the result of the change in the Company's judgment of the future
years' realizability of the deferred tax assets associated with the foreign tax
credits. The change in the Company's judgment is a result of additional foreign
tax credit capacity attributable to the Company's life insurance subsidiary
inclusion in the consolidated federal income tax return of GE Company beginning
in 1997.
The Company did not have a payable to (recoverable from) GE Capital Services for
income taxes due at December 31, 1997 or 1996.
7. Borrowings
On July 27, 1995, the Company entered into short-term borrowing arrangements
totaling $600 million to provide additional funding for the acquisitions of the
Aachen Re Business and Frankona Re. These acquisitions are described in Note 3.
The debt carried a term of one year with interest payments made monthly based on
rates ranging from 6.0% to 6.1%.
In February 1996, the Company issued $600 million of senior unsecured debt
securities at 7% per annum, which are not redeemable prior to maturity on
February 15, 2026. The Company received $556 million in proceeds from these
notes (net of original issue discount and costs of an interest rate "lock"
contract) and were used to repay the $600 million of short-term borrowings
described above.
The Company entered into a revolving credit agreement with GE Capital Services
on January 1, 1997 for an amount up to $600 million. This unsecured line of
credit has an interest rate per annum equal to GE Capital Services' cost of
funds for a one-year period. This agreement is automatically extended for
successive terms of one year each unless terminated in accordance with the terms
of the agreement. No amounts have been drawn on this credit facility.
On October 21, 1997, the Company and a subsidiary of GE Capital Services entered
into a revolving credit agreement whereby they are participants in an
international cash pooling arrangement on behalf of certain European affiliates
of the Company. In such roles, either participant may make short-term loans to
the other as part of the cash pooling arrangement. Each such borrowing shall be
repayable upon demand, but not to exceed 364 days. This unsecured line of credit
has an interest rate per annum equal to GE Capital Services' cost of funds for
the currency in which such borrowing is denominated and is available for a term
of five years and shall be automatically extended for successive terms of one
year each, unless terminated in accordance with the terms of the agreement. The
total amount drawn on this credit facility by the Company as of December 31,
1997 was $19 million.
Total interest paid in 1997, 1996 and 1995 was $42 million, $29 million and $13
million, respectively.
42
<PAGE>
GE GLOBAL INSURANCE HOLDING CORPORATION
AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
8. Supplemental Financial Statement and Reinsurance Data
Insurance premiums written and earned in 1997, 1996 and 1995 and life insurance
in force as of December 31, 1997, 1996 and 1995 are summarized as follows:
<TABLE>
<CAPTION>
Insurance Premiums Written
-----------------------------------------
Property/
(In millions) Casualty Life Total
-----------------------------------------
<S> <C> <C> <C>
1997:
Direct $ 392 $ 4 $ 396
Assumed 3,778 1,170 4,948
Ceded (677) (122) (799)
------ ------ ------
Net $3,493 $1,052 $4,545
====== ====== ======
1996:
Direct $ 338 $ 3 $ 341
Assumed 4,118 791 4,909
Ceded (519) (158) (677)
------ ------ ------
Net $3,937 $ 636 $4,573
====== ====== ======
1995:
Direct $ 379 $ 3 $ 382
Assumed 3,126 530 3,656
Ceded (382) (95) (477)
------ ------ ------
Net $3,123 $ 438 $3,561
====== ====== ======
</TABLE>
<TABLE>
<CAPTION>
Insurance Premiums Earned
----------------------------------------- Life
Property/ Insurance
(In millions) Casualty Life Total In Force
-----------------------------------------------------------
<S> <C> <C> <C> <C>
1997:
Direct $ 369 $ 3 $ 372 $ 1,865
Assumed 3,815 1,058 4,873 266,840
Ceded (661) (117) (778) (54,870)
------ ------ ------ --------
Net $3,523 $ 944 $4,467 $213,835
====== ====== ====== ========
1996:
Direct $ 339 $ 3 $ 342 $ 1,478
Assumed 4,183 787 4,970 196,250
Ceded (507) (157) (664) (32,445)
------ ------ ------ --------
Net $4,015 $ 633 $4,648 $165,283
====== ====== ====== ========
1995:
Direct $ 374 $ 3 $ 377 $ 1,076
Assumed 3,586 520 4,106 208,356
Ceded (514) (83) (597) (34,828)
------ ------ ------ --------
Net $3,446 $ 440 $3,886 $174,604
====== ====== ====== ========
</TABLE>
43
<PAGE>
GE GLOBAL INSURANCE HOLDING CORPORATION
AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
8. Supplemental Financial Statement and Reinsurance Data (continued)
Claims, claim expenses and policy benefits in 1997, 1996 and 1995 are summarized
as follows:
<TABLE>
<CAPTION>
Property/
(In millions) Casualty Life Total
--------------------------------------
<S> <C> <C> <C>
1997:
Direct $ 390 $ 2 $ 392
Assumed 2,611 818 3,429
Ceded (520) (41) (561)
------ ---- ------
Net $2,481 $779 $3,260
====== ==== ======
1996:
Direct $ 346 $ 3 $ 349
Assumed 3,058 593 3,651
Ceded (535) (92) (627)
------ ---- ------
Net $2,869 $504 $3,373
====== ==== ======
1995:
Direct $ 312 $ 3 $ 315
Assumed 2,673 357 3,030
Ceded (336) (15) (351)
------ ---- ------
Net $2,649 $345 $2,994
====== ==== ======
</TABLE>
The Company's insurance company subsidiaries both cede reinsurance to and assume
reinsurance from other insurance companies. That portion of the risks exceeding
each subsidiary's retention limit is reinsured with other insurers. The Company
also acquires other reinsurance coverages with retentions and limits that
management believes are appropriate for the circumstances. In the accompanying
consolidated financial statements, premiums, claims, claim expenses and policy
benefits and deferred insurance acquisition costs are reported net of
reinsurance ceded; reinsurance liabilities, unearned premiums and accruals are
reported gross of reinsurance ceded.
The Company's insurance company subsidiaries remain liable to their
policyholders if their reinsurers are unable to meet their contractual
obligations under the applicable reinsurance agreements. To minimize its
exposure to significant losses from reinsurance insolvencies, the Company
evaluates the financial condition of its reinsurers and monitors concentrations
of credit risk arising from similar geographic regions, activities or economic
characteristics of the reinsurers. At December 31, 1997, there was no
significant concentration of reinsurance recoverables and prepaid reinsurance
premiums due from any one reinsurer.
For financial reinsurance assumed, the Company reports revenue for the risk fees
charged for those services. At December 31, 1997, statutory policyholder surplus
of the life insurance subsidiaries has been reduced approximately $501 million
in connection with financial reinsurance assumed. Such amounts are secured by
future profits on the reinsured business. The Company's life insurance
subsidiaries are also subject to the risk that the ceding companies may become
insolvent, and the right of offset would not be permitted; however, management
does not believe such risk is significant.
44
<PAGE>
GE GLOBAL INSURANCE HOLDING CORPORATION
AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
9. Stockholder's Equity
ERC has issued 11,673 shares of $100,000 par value, nonredeemable, voting
preferred stock to GE Capital. This preferred stock accrues preferential and
cumulative dividends at an annual rate that is the average of the yield on high
grade industrial preferred stock and the yield on medium grade industrial
preferred stock as of the close of the week preceding December 31, as published
by Moody's Investors Service, Inc. ERC may, upon approval by its Board of
Directors, redeem the preferred stock, in whole or in part, at 100% of the par
value of the preferred stock plus all dividends accrued thereon to the date of
redemption. Preferred stock dividends paid by ERC totaled $82 million, $80
million and $93 million in 1997, 1996 and 1995, respectively.
On September 28, 1995, GE Capital Services contributed $300 million to the
equity of the Company, and GE Capital purchased 1,500 newly authorized shares of
$100,000 par value, nonvoting, cumulative preferred stock of the Company for an
aggregate purchase price of $150 million. Dividends on the preferred stock are
paid at a rate of 5% per annum if, as and when declared by the Board of
Directors of the Company and totaled $8 million, $7 million and $2 million in
1997, 1996 and 1995, respectively.
10. Statutory Accounting Practices
ERC and its domestic insurance subsidiaries are domiciled in Missouri or Kansas
and prepare their statutory-basis financial statements in accordance with
accounting practices prescribed or permitted by the Missouri or Kansas Insurance
Department. "Prescribed" statutory accounting practices include state laws,
regulations and general administrative rules, as well as a variety of
publications of the National Association of Insurance Commissioners ("NAIC").
"Permitted" statutory accounting practices encompass all accounting practices
that are not prescribed; such practices may differ from state to state, may
differ from company to company within a state, and may change in the future. ERC
and its insurance subsidiaries have no significant permitted accounting
practices that vary from prescribed accounting practices, except as noted below.
Stockholder's equity and net income, as reported to the domiciliary state
insurance departments in accordance with its prescribed or permitted statutory
accounting practices, for the Company's domestic insurance subsidiaries are
summarized as follows:
<TABLE>
<CAPTION>
December 31,
-----------------
(In millions) 1997 1996
-----------------
<S> <C> <C>
Stockholder's equity:
ERC $4,584 $4,309
Property and casualty subsidiaries of ERC 672 657
Life and annuity subsidiaries of ERC 2,176 2,371
</TABLE>
<TABLE>
<CAPTION>
Year ended December 31,
--------------------------
(In millions) 1997 1996 1995
--------------------------
<S> <C> <C> <C>
Net income:
ERC $533 $434 $416
Property and casualty subsidiaries of ERC 62 54 53
Life and annuity subsidiaries of ERC (285) 278 108
</TABLE>
45
<PAGE>
GE GLOBAL INSURANCE HOLDING CORPORATION
AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
10. Statutory Accounting Practices (continued)
The payment of stockholder dividends by insurance companies without the prior
approval of regulators is limited to formula amounts based on net investment
income and/or net income, capital and surplus determined in accordance with
statutory accounting practices, as well as the timing and amount of dividends
paid in the preceding 12 months. The maximum amount available for the payment of
dividends during 1998 by ERC to the Company without prior regulatory approval is
$78 million through December 29, 1998, and $458 million thereafter. Of these
amounts, $85 million is committed to pay dividends on the preferred stock issued
by ERC to GE Capital.
ERC has received written approval from the Missouri Department of Insurance to
discount its claim and claim expense liabilities related to long-term disability
business. Prescribed statutory accounting practice does permit claim and claim
expense liabilities associated with long-term disability to be accounted for on
a discounted basis although the Missouri Department of Insurance requires that
insurance companies obtain written permission to discount certain claim and
claim expense liabilities. Included in the discount recognized for statutory
purposes at December 31, 1997 and 1996 is a benefit of $356 million and $348
million, respectively, for long-term disability claim and claim expense
liabilities.
The National Association of Insurance Commissioners ("NAIC") has adopted minimum
risk-based capital requirements to evaluate the adequacy of statutory capital
and surplus in relation to an insurance company's risks. Regulatory compliance
with risk-based capital requirements is defined by a ratio of a company's
regulatory total adjusted capital to its authorized control level risk-based
capital, as defined by the NAIC. At December 31, 1997, each of GE Global's
domestic insurance subsidiaries exceeded the minimum risk-based capital
requirements.
The Company's international insurance subsidiaries prepare statutory financial
statements based on local laws and regulations. Some jurisdictions, such as the
United Kingdom, impose complex regulatory requirements on reinsurance companies,
while other jurisdictions, such as Germany, impose fewer requirements. Local
reinsurance business conducted by the Company's subsidiaries in some countries
require licenses issued by governmental authorities. These licenses may be
subject to modification or revocation dependent on such factors as amount and
types of reserves and minimum capital and solvency tests. Jurisdictions may
impose fines, censure and/or criminal sanctions for violation of regulatory
requirements.
11. Contingencies
There are no pending legal proceedings beyond the ordinary course of business
that could have a material financial effect on the Company. On October 4, 1997,
an arbitration panel ruling was issued relieving the retrocessionaire, St. Paul
Fire and Marine Insurance Company, from certain liabilities under specific
retrocession agreements relating to disability insurance. As a result, the
Company has determined that approximately $38.5 million of previously recorded
reinsurance recoverables were not collectible. The Company's reserves were
adequate to absorb this loss.
46
<PAGE>
GE GLOBAL INSURANCE HOLDING CORPORATION
AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
12. Fair Value of Financial Instruments
This note discloses fair value information about the Company's financial
instruments, whether or not recognized in the balance sheet, for which it is
practical to estimate the value. No attempt has been made to estimate the value
of anticipated future business or the value of assets or liabilities that are
not considered financial instruments. Fair value estimates are made at a
specific point in time based on relevant market information about the financial
instrument. In cases where quoted market prices are not available, fair values
are estimated using discounted cash flow or other valuation techniques. These
estimates may be subjective in nature and involve uncertainties and, therefore,
cannot be determined with precision. Changes in the assumptions could
significantly affect the estimates. As such, the derived fair value estimates
cannot necessarily be substantiated by comparison to independent markets and may
differ from the amounts that might be involved in an immediate settlement of the
instrument. Fair value disclosures are not required for certain financial
instruments, the most significant of these for the Company are the insurance
liabilities and related assets, other than financial guarantees and investment
contracts.
Certain financial instruments that are reflected in the accompanying financial
statement at fair value or for which fair values are disclosed elsewhere in the
notes to the financial statements are not included in the following disclosure.
The most significant of which are investments, cash, amounts due from related
parties, accrued investment income, separate accounts and other receivables and
payables. Fair values of other financial instruments have been determined as
follows:
Accumulated contract values - Based on expected future cash flows, discounted at
currently offered interest rates for similar contracts with maturities
consistent with those remaining for the contracts being valued.
Financial guaranty reinsurance - Based on estimated premium rates that would be
charged and commissions that would be allowed at the financial statement date.
Borrowings - Based on quoted market prices or market comparables and includes
the effects of counterparty creditworthiness.
All other instruments - Based on comparable transactions, market comparables,
discounted future cash flows, quoted market prices, and/or estimates of the cost
to terminate or otherwise settle obligations to counterparties.
47
<PAGE>
GE GLOBAL INSURANCE HOLDING CORPORATION
AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
12. Fair Value of Financial Instruments (continued)
Information about certain financial instruments that were not carried at fair
value at December 31, 1997 and 1996, is shown below:
<TABLE>
<CAPTION>
December 31, 1997 December 31, 1996
-------------------------------------------- ------------------------------------------
Assets(liabilities) Assets(liabilities)
------------------------------- ---------------------------------
Estimated Fair Value Estimated Fair Value
Notional Carrying --------------------- Notional Carrying ---------------------
(In millions) Amount Amount High Low Amount Amount High Low
-------------------------------------------- ------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Assets:
Purchased options $ 1 $ - $ - $ - $ - $ - $ - $ -
Liabilities:
Borrowings (b) (a) (575) (575) (575) (a) (556) (556) (556)
Purchased options 13 10 30 17 14 10 13 9
Interest rate swaps 50 - - - - - - -
Investment contract benefits (a) (1,342) (1,329) (1,329) (a) (1,643) (1,664) (1,664)
Financial guaranty reinsurance 4,545 (60) (55) (75) 5,383 (65) (60) (81)
Performance guarantees,
principally letters of credit 146 (a) - (1) 328 (a) (1) (2)
Other firm commitments:
Currency forwards 1,067 11 11 11 599 6 6 6
Cross currency swaps 1,073 192 192 192 1,107 71 71 71
Letters of credit received 141 (a) - (1) 159 (a) - (1)
</TABLE>
(a) Not applicable.
(b) See Note 7.
Foreign currency forward purchase contracts are employed to manage exposures to
changes in currency exchange rates. These financial instruments generally are
used as hedges of identified assets, liabilities or net functional currency
positions.
Cross currency swaps are used by the Company to hedge foreign currency risk on
net investment exposure resulting from exchange rate fluctuations in foreign
currency denominated assets and liabilities. On a limited basis, and as part of
ongoing customer activities, the Company utilizes interest rate swaps and
options to minimize its exposure to movements in interest rates and financial
markets that have a direct correlation with certain of its reinsurance products.
The Company is exposed to credit-related losses in the event of non-performance
by the counterparties to various contracts, but it does not expect the
counterparties to fail to meet their obligations given their high credit
ratings.
48
<PAGE>
GE GLOBAL INSURANCE HOLDING CORPORATION
AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
13. Segment Information
The Company conducts its operations principally through the following two
business segments:
Property and Casualty Insurance/Reinsurance Segment (Property/Casualty)
The domestic property/casualty operations of the Company include reinsurance of
most property/casualty lines of business, including general liability, property,
workers' compensation and auto liability in the United States, Canada and
business written in the United States where the reinsured is outside the United
States. In addition, the Company provides insurance and reinsurance for the
healthcare industry, conducts excess and surplus lines and direct specialty
insurance business and participates in financially oriented reinsurance
treaties.
International property/casualty operations are conducted through subsidiaries
and branch offices located in Australia, Denmark, England, France, Germany, Hong
Kong, Ireland, Italy, Japan, Lebanon, Luxembourg, Malaysia, Mexico, New Zealand,
Singapore and Spain, and include reinsurance of property/casualty business in
those countries and elsewhere outside the United States and Canada.
Life Reinsurance Segment (Life)
The domestic and international life operations of the Company include
reinsurance of life and health insurance and annuity products and participation
in financially oriented reinsurance treaties. The international life operations
are conducted through subsidiaries and branch offices as detailed above and
include reinsurance of life business in those countries and elsewhere outside
the United States and Canada.
The following is a summary of industry segment activity :
<TABLE>
<CAPTION>
1997 - Industry Segments
--------------------------------------
Property/
(In millions) Casualty Life Consolidated
--------------------------------------
<S> <C> <C> <C>
Net premiums written $ 3,493 $1,052 $ 4,545
======= ====== =======
Net premiums earned $ 3,523 $ 944 $ 4,467
Net investment income 681 229 910
Net realized gains on investments 260 43 303
Other revenues 37 67 104
------- ------ -------
Total revenues 4,501 1,283 5,784
------- ------ -------
Claims, claim expenses and policy benefits 2,481 779 3,260
Insurance acquisition costs 883 190 1,073
Other operating costs and expenses 407 162 569
------- ------ -------
Total costs and expenses 3,771 1,131 4,902
------- ------ -------
Earnings before income taxes $ 730 $ 152 $ 882
======= ====== =======
Total assets - December 31 $19,356 $8,176 $27,532
======= ====== =======
</TABLE>
49
<PAGE>
GE GLOBAL INSURANCE HOLDING CORPORATION
AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
13. Segment Information (continued)
<TABLE>
<CAPTION>
1996 - Industry Segments
--------------------------------------
Property/
(In millions) Casualty Life Consolidated
--------------------------------------
<S> <C> <C> <C>
Net premiums written $ 3,937 $ 636 $ 4,573
======= ====== =======
Net premiums earned $ 4,015 $ 633 $ 4,648
Net investment income 656 181 837
Net realized gains on investments 200 23 223
Other revenues (1) 44 43
------- ------ -------
Total revenues 4,870 881 5,751
------- ------ -------
Claims, claim expenses and policy benefits 2,869 504 3,373
Insurance acquisition costs 989 117 1,106
Other operating costs and expenses 350 142 492
------- ------ -------
Total costs and expenses 4,208 763 4,971
------- ------ -------
Earnings before income taxes $ 662 $ 118 $ 780
======= ====== =======
Total assets - December 31 $18,880 $6,508 $25,388
======= ====== =======
</TABLE>
<TABLE>
<CAPTION>
1995 - Industry Segments
--------------------------------------
Property/
(In millions) Casualty Life Consolidated
--------------------------------------
<S> <C> <C> <C>
Net premiums written $ 3,123 $ 438 $ 3,561
======= ====== =======
Net premiums earned $ 3,446 $ 440 $ 3,886
Net investment income 519 157 676
Net realized gains on investments 162 29 191
Other revenues 15 30 45
------- ------ -------
Total revenues 4,142 656 4,798
------- ------ -------
Claims, claim expenses and policy benefits 2,649 345 2,994
Insurance acquisition costs 761 86 847
Other operating costs and expenses 261 135 396
------- ------ -------
Total costs and expenses 3,671 566 4,237
------- ------ -------
Earnings before income taxes $ 471 $ 90 $ 561
======= ====== =======
Total assets - December 31 $19,991 $5,622 $25,613
======= ====== =======
</TABLE>
50
<PAGE>
GE GLOBAL INSURANCE HOLDING CORPORATION
AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
13. Segment Information (continued)
The following table is a summary of the Company's business by geographic area.
Allocations to the domestic geographic area include business related to the
United States and Canada, as well as business written in the United States where
the reinsured is outside the United States. International business includes
business written by subsidiaries located outside the United States,
predominantly in Europe.
<TABLE>
<CAPTION>
Geographic Area
------------------------------------------------
(In millions) Domestic International Consolidated
------------------------------------------------
<S> <C> <C> <C>
1997:
Revenues $ 2,943 $ 2,841 $ 5,784
Earnings before income taxes 566 316 882
Identifiable assets at December 31 16,622 10,910 27,532
1996:
Revenues $ 2,692 $ 3,059 $ 5,751
Earnings before income taxes 442 338 780
Identifiable assets at December 31 13,659 11,729 25,388
1995:
Revenues $ 2,936 $ 1,862 $ 4,798
Earnings before income taxes 399 162 561
Identifiable assets at December 31 12,777 12,836 25,613
</TABLE>
14. Unaudited Quarterly Financial Data
Summarized quarterly financial results and other data were as follows in 1997
and 1996:
<TABLE>
<CAPTION>
Year ended December 31, 1997
------------------------------------------------
First Second Third Fourth
(In millions) Quarter Quarter Quarter Quarter
------------------------------------------------
<S> <C> <C> <C> <C>
Net premiums earned $1,344 $1,214 $ 996 $ 913
Net investment income 224 211 242 233
Total costs and expenses 1,443 1,322 1,143 994
Net earnings 158 155 167 168
</TABLE>
<TABLE>
<CAPTION>
Year ended December 31, 1996
------------------------------------------------
First Second Third Fourth
(In millions) Quarter Quarter Quarter Quarter
------------------------------------------------
<S> <C> <C> <C> <C>
Net premiums earned $1,236 $1,052 $1,075 $1,285
Net investment income 203 211 206 217
Total costs and expenses 1,331 1,129 1,150 1,361
Net earnings 136 134 146 151
</TABLE>
51
<PAGE>
GE GLOBAL INSURANCE HOLDING CORPORATION
AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
15. Subsequent Event
On January 6, 1998, the Company purchased for $235 million the assets and
assumed the renewal rights of Industrial Risk Insurers ("IRI"), a leader in
providing highly protected risk property insurance. The business underwritten
through IRI will be managed by a joint venture formed between the Company and
The Hartford Steam Boiler Inspection and Insurance Company ("HSB") as stipulated
by a management agreement. IRI will write business utilizing the licensing
authority of HSB and the business underwritten will be subsequently allocated to
HSB and the Company in accordance with certain reinsurance agreements between
HSB and the Company. In conjunction with this acquisition, the Company purchased
$300 million of 7% convertible capital securities from a Delaware business trust
formed by HSB's parent, HSB Group, Inc., to provide capital for HSB to support
the anticipated increase in gross premiums written associated with the IRI
business.
52
<PAGE>
Financial Statement Schedules
53
<PAGE>
<TABLE>
<CAPTION>
Schedule II
GE GLOBAL INSURANCE HOLDING CORPORATION
AND SUBSIDIARIES
Condensed Financial Information of Registrant
(Parent Company)
Statement of Earnings
Year ended December 31,
--------------------------------
(In millions) 1997 1996 1995
--------------------------------
<S> <C> <C> <C>
Revenues
Net investment income $ - $ - $ 1
Equity in undistributed earnings 387 472 384
Dividends from subsidiaries 298 123 63
---- ---- ----
Total revenues 685 595 448
---- ---- ----
Costs and Expenses
Interest expense 42 42 16
Other operating costs and expenses 15 1 -
---- ---- ----
Total costs and expenses 57 43 16
---- ---- ----
Earnings before income taxes 628 552 432
Provision for income taxes (20) (15) (5)
---- ---- ----
Net earnings $648 $567 $437
==== ==== ====
</TABLE>
See Notes to Condensed Financial Information of Registrant.
54
<PAGE>
<TABLE>
<CAPTION>
Schedule II
GE GLOBAL INSURANCE HOLDING CORPORATION
AND SUBSIDIARIES
Condensed Financial Information of Registrant (continued)
(Parent Company)
Statement of Financial Position
December 31,
------------------------
(In millions) 1997 1996
------------------------
<S> <C> <C>
Assets
Investments in subsidiaries $5,899 $5,314
Short-term investments, at amortized cost 40 7
Other assets 7 22
------ ------
Total assets $5,946 $5,343
====== ======
Liabilities and equity
Other liabilities $ 16 $ 27
Long-term borrowings 556 556
------ ------
Total liabilities 572 583
------ ------
Common stock, $5,000 par value; authorized,
issued and outstanding - 1,000 shares 5 5
Preferred stock, $100,000 par value; authorized,
issued and outstanding - 1,500 shares 150 150
Paid-in capital 845 845
Unrealized gains on subsidiary's investments 746 500
Foreign currency translation adjustments (32) 15
Retained earnings 3,660 3,245
------ ------
Total stockholder's equity 5,374 4,760
------ ------
Total liabilities and equity $5,946 $5,343
====== ======
</TABLE>
See Notes to Condensed Financial Information of Registrant.
55
<PAGE>
<TABLE>
<CAPTION>
Schedule II
GE GLOBAL INSURANCE HOLDING CORPORATION
AND SUBSIDIARIES
Condensed Financial Information of Registrant (continued)
(Parent Company)
Statement of Cash Flows
Year ended December 31,
----------------------------
(In millions) 1997 1996 1995
----------------------------
<S> <C> <C> <C>
Cash Flows From Operating Activities
Net earnings $648 $567 $ 437
Adjustments to reconcile net earnings to cash
from operating activities:
Equity in undistributed earnings (387) (472) (384)
Other, net 5 - 4
---- ---- -------
Cash from operating activities 266 95 57
---- ---- -------
Cash Flows From Investing Activities
Net (purchases) sales of short-term investments (33) 14 (21)
Investment in subsidiary - - (1,055)
----- ---- -------
Cash from (used for) investing activities (33) 14 (1,076)
----- ---- -------
Cash Flows From Financing Activities
Proceeds from short-term borrowings - - 600
Principal payments on short-term borrowings - (600) -
Proceeds from long-term borrowings - 556 -
Contribution to capital - - 300
Proceeds from issuance of preferred stock - - 150
Dividends paid (233) (65) (31)
---- ---- -------
Cash from (used for) financing activities (233) (109) 1,019
---- ---- -------
Increase (decrease) in cash - - -
Cash at beginning of year - - -
---- ---- -------
Cash at end of year $ - $ - $ -
==== ==== =======
</TABLE>
See Notes to Condensed Financial Information of Registrant.
56
<PAGE>
Schedule II
GE GLOBAL INSURANCE HOLDING CORPORATION
AND SUBSIDIARIES
Notes to Condensed Financial Information of Registrant
(Parent Company)
1. Basis of Presentation
GE Global Insurance Holding Corporation ("GE Global") is a wholly-owned
subsidiary of General Electric Capital Services, Inc. ("GE Capital Services"),
which is a wholly-owned subsidiary of General Electric Company.
GE Global's primary asset is its 100% investment in the common stock of ERC, a
Missouri-domiciled property/casualty reinsurance company. ERC owns 100% of the
common stock of various other property/casualty reinsurance, life reinsurance
and reinsurance intermediary companies.
The accompanying financial statements have been prepared on the basis of
generally accepted accounting principles ("GAAP"). The preparation of financial
statements in conformity with GAAP requires management to make estimates and
assumptions that affect reported amounts and related disclosures. Actual results
could differ from those estimates.
57
<PAGE>
<TABLE>
<CAPTION>
Schedule III
GE GLOBAL INSURANCE HOLDING CORPORATION
AND SUBSIDIARIES
Supplementary Insurance Information
Column A Column B Column C Column D Column E Column F
- -----------------------------------------------------------------------------------------------------------
Deferred
Insurance Claims and Claim Accumulated Net
Acquisition Expenses and Future Unearned Contract Premiums
(In millions) Costs Policy Benefits Premiums Values Earned
----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
December 31, 1997:
Property/Casualty $266 $10,936 $1,126 $ - $3,523
Life 578 1,629 118 2,305 944
---- ------- ------ ------ ------
Total $844 $12,565 $1,244 $2,305 $4,467
==== ======= ====== ====== ======
December 31, 1996:
Property/Casualty $244 $10,869 $1,161 $ - $4,015
Life 251 831 9 1,643 633
---- ------- ------ ------ ------
Total $495 $11,700 $1,170 $1,643 $4,648
==== ======= ====== ====== ======
December 31, 1995:
Property/Casualty $303 $11,145 $1,322 $ - $3,446
Life 171 719 6 1,809 440
---- ------- ------ ------ ------
Total $474 $11,864 $1,328 $1,809 $3,886
==== ======= ====== ====== ======
</TABLE>
<TABLE>
<CAPTION>
Column G Column H Column I Column J Column K
----------------------------------------------------------------------------------
Amortization Other
Net Claims, Claim of Deferred Operating
Investment Expenses and Policy Insurance Costs Net
(In millions) Income Benefits Acquisition and Premiums
Costs Expenses Written
----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
December 31, 1997:
Property/Casualty $681 $ 2,481 $ 883 $ 407 $3,493
Life 229 779 190 162
---- ------- ------ ------
Total $910 $ 3,260 $1,073 $ 569
==== ======= ====== ======
December 31, 1996:
Property/Casualty $656 $ 2,869 $ 989 $ 350 $3,937
Life 181 504 117 142
---- ------- ------ -------
Total $837 $ 3,373 $1,106 $ 492
==== ======= ====== ======
December 31, 1995:
Property/Casualty $519 $ 2,649 $ 761 $ 261 $3,123
Life 157 345 86 135
---- ------- ------ ------
Total $676 $ 2,994 $ 847 $ 396
==== ======= ====== ======
</TABLE>
58
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
<TABLE>
<CAPTION>
GE GLOBAL INSURANCE HOLDING CORPORATION
March 25, 1998 By: /s/ Robert J. Dellinger
-------------------------------------------------------
Robert J. Dellinger
Senior Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons in the capacities and on the date
indicated.
<S> <C> <C>
Signatures Title Date
---------- ----- ----
/s/ KAJ AHLMANN President, Chief Executive Officer and Director March 25, 1998
- ---------------------------------------
Kaj Ahlmann (Principal Executive Officer)
/s/ ROBERT J. DELLINGER Senior Vice President, Chief Financial Officer and Director March 25, 1998
- ---------------------------------------
Robert J. Dellinger (Principal Financial and Accounting Officer)
/s/ GARY C. WENDT Chairman March 25, 1998
- ---------------------------------------
Gary C. Wendt
/s/ JAMES A. PARKE Director March 25, 1998
- ---------------------------------------
James A. Parke
/s/ JOHN M. CONNELLY Senior Vice President, General Counsel and Director March 25, 1998
- ---------------------------------------
John M. Connelly
</TABLE>
59
<PAGE>
FIRST WHOLE ACCOUNT AGGREGATE
EXCESS OF LOSS RETROCESSION AGREEMENT (E1)
for
EMPLOYERS REINSURANCE CORPORATION
Effective January 1, 1997
Prepared by:
BATES TURNER LLC
5200 Metcalf, P.O. Box 2959
Overland Park, Kansas 66201
Telephones:
(800) 465-8072
(913) 676-5920
Telecopier:
(913) 676-5940
<PAGE>
CONTENTS
--------
EMPLOYERS REINSURANCE CORPORATION
FIRST WHOLE ACCOUNT AGGREGATE EXCESS OF LOSS
RETROCESSION AGREEMENT (E1)
------------------------------------
ARTICLE PAGE
------- ----
I APPLICATION OF AGREEMENT..........................................1
II BUSINESS RETROCEDED...............................................1
III RETENTION AND RETROCESSION........................................2
IV RETROCESSIONAIRE RESERVE DETERMINATION..........................2-3
V DEFINITIONS.....................................................3-5
VI RETROCESSION PREMIUM AND ADJUSTMENT...............................5
VII EXPERIENCE ACCOUNT BALANCE........................................6
VIII LOSS SETTLEMENTS..................................................6
IX COMMUTATION AND EXPERIENCE REFUND...............................6-7
X COMMUTATION APPROVAL ON CORPORATION'S POLICIES....................7
XI EXPIRATION DURING LOSS............................................8
XII STOP LOSS (AGGREGATE) INCLUSION...................................8
XIII WARRANTY..........................................................8
XIV CURRENCY..........................................................8
XV ACCESS TO RECORDS.................................................9
XVI ERRORS AND OMISSIONS..............................................9
XVII TAXES.............................................................9
XVIII OFFSET............................................................9
XIX INSOLVENCY.......................................................10
XX ARBITRATION......................................................11
XXI NONWAIVER........................................................12
XXII INTERMEDIARY.....................................................12
<PAGE>
FIRST WHOLE ACCOUNT AGGREGATE EXCESS OF LOSS
RETROCESSION AGREEMENT (E1)
entered into by and between
EMPLOYERS REINSURANCE CORPORATION
Overland Park, Kansas
(hereinafter called the "Corporation")
and
NATIONAL INDEMNITY COMPANY
Omaha, Nebraska
(hereinafter called the "Retrocessionaire")
Effective January 1, 1997
---------------------------------------------
WITNESSETH
- ----------
In consideration of the mutual covenants hereinafter contained and upon the
terms and conditions hereinafter set forth, the parties hereto agree as follows:
ARTICLE I
---------
APPLICATION OF AGREEMENT
- ------------------------
This Agreement applies to all in force, new and renewal insurance and
reinsurance written by the Corporation, as respects occurrences taking place
anywhere in the world at or after January 1, 1997, 12:01 a.m., Central Standard
Time, and prior to January 1, 1998, 12:01 a.m., Central Standard Time.
ARTICLE II
----------
BUSINESS RETROCEDED
- -------------------
This Agreement applies to all insurance and reinsurance business written by the
Corporation covering in respect of exposures worldwide, including reinsurance
assumed from subsidiary and/or affiliate companies, excluding life business
written as such, but not excluding death benefits under accident or health
Policies or workers' compensation Policies.
<PAGE>
Employers Reinsurance Corporation
First Whole Account Aggregate XOL Retro Agreement (E1)
Page 2
ARTICLE III
-----------
RETENTION AND RETROCESSION
- --------------------------
The Corporation shall retain for its own account as its own net retention all
Ultimate Net Loss in the aggregate incurred during the term of this Agreement in
respect of its Net Retained Liability up to and including the higher of either:
A) an amount equal to XX% of Subject Gross Net Earned Premium Income
(hereinafter "SGNEPI"), or
B) the total Ultimate Net Loss in the aggregate not exceeding an amount
equal to XXX.X% of SGNEPI minus the limit ceded hereunder.
The Retrocessionaire shall indemnify the Corporation in respect of its Net
Retained Liability for all Ultimate Net Loss in the aggregate incurred during
the term of this Agreement in excess of the Corporation's own net retention.
The Retrocessionaire's annual limit of liability shall not exceed the lesser of
an amount equal to XX.XX% of SGNEPI, or $XXX,XXX,XXX.
Notwithstanding the above, the liability of the Retrocessionaire shall not
exceed the aggregate amount of ceded Ultimate Net Loss incurred and reported by
the Corporation to the Retrocessionaire as of February 1, 1998.
ARTICLE IV
----------
RETROCESSIONAIRE RESERVE DETERMINATION
- --------------------------------------
A) The Corporation shall determine the level of total reserves for
Ultimate Net Loss for the term of this Agreement and shall revise those
reserves from time to time as subsequent events require. Should the
Retrocessionaire disagree with the reserves posted by the Corporation
for the term of this Agreement, the Retrocessionaire shall select a
firm, acceptable to the Corporation, to perform an independent reserve
analysis. In the event the Retrocessionaire elects to have an
independent reserve analysis conducted, the loss settlement date on
which the Corporation seeks payment shall be delayed until completion
of the analysis, or six months past the loss settlement date, whichever
first occurs. The results of the independent reserve analysis shall be
binding in establishing the retention amount for this cover until such
time as a subsequent study is conducted or the Retrocessionaire and the
Corporation mutually agree to changes in the retention. The cost of
such study shall be borne by the Retrocessionaire. In no event shall
the retention be less than provided under Article III of this
Agreement.
<PAGE>
Employers Reinsurance Corporation
First Whole Account Aggregate XOL Retro Agreement (E1)
Page 3
RETROCESSIONAIRE RESERVE DETERMINATION
- --------------------------------------
(continued)
B) If, subsequent to the Retrocessionaire making any payments under this
Agreement, the reserves for the term of this Agreement are increased,
either by action of the Corporation or in accordance with paragraph A
of this Article, then the Corporation shall refund to the
Retrocessionaire the excess amount paid by the Retrocessionaire as
determined using the revised retention, if any, plus the Interest
Credit calculated in accordance with this Article. The Interest Credit
is payable immediately for the number of days beginning with the
date(s) of premature payment(s) by the Retrocessionaire and ending at
the date the Retrocessionaire is reimbursed for such premature
payment(s) and/or paid the Interest Credit due.
C) The Interest Credit shall be the average of the three month U.S.
Treasury Bill rate plus XXX basis points applied against the refund due
to the Retrocessionaire.
ARTICLE V
---------
DEFINITIONS
- -----------
As used in this Agreement:
A) The term "Ultimate Net Loss" shall mean the actual loss or losses paid
or payable by the Corporation in settlement of claims or in
satisfaction of awards or judgments (including prejudgment interest and
plaintiff's costs included in the judgment) plus losses Incurred But
Not Reported (hereinafter "IBNR") for all lines of business covered
under this Agreement, subject however to an aggregate limit for
Catastrophe Losses (including Catastrophe Losses from parental covers)
of $XXX,XXX,XXX within such Ultimate Net Loss.
Subject to the limits of this Agreement, "Ultimate Net Loss" also
includes Loss In Excess Of Policy Limits and Extra Contractual
Obligations losses which are incurred as a result of the Corporation's
participation in any Original Policy which provides coverage for such
losses, on the condition that the Corporation has, in advance of any
conduct by the Original Insured in connection with the investigation,
trial or settlement of any claim or failure to pay or delay in payment
of any benefits under any Original Policy, counseled with the Original
Insured and concurred in the Original Insured's course of conduct.
The amount of loss paid or payable by the Corporation shall include all
claim expenses covered under the Original Policy, but shall not include
the Corporation's own claim expenses. Salvages and recoveries,
including recoveries under all other reinsurances, whether collected or
not, are to be first deducted from the amount of the loss paid or
payable to arrive at the amount of liability, if any, attaching
hereunder.
<PAGE>
Employers Reinsurance Corporation
First Whole Account Aggregate XOL Retro Agreement (E1)
Page 4
DEFINITIONS
- -----------
(continued)
B) The term "Extra Contractual Obligations" shall mean:
1) Eighty percent of any amount paid or payable by the
Corporation in excess of its Policy limits (limited to within
the limit of this Agreement however), but otherwise within the
terms of its Policy (hereinafter called "Loss In Excess Of
Policy Limits"), as a result of an action against it by its
Insured, or its Insured's assignee, to recover damages the
Corporation is legally obligated to pay because of the
Corporation's alleged or actual negligence or bad faith in
rejecting a settlement within its Policy limits, or in
discharging its duty to defend or prepare the defense in the
trial of any action against its Insured, or in discharging its
duty to prepare or prosecute an appeal consequent upon such an
action.
2) Eighty percent of any punitive, exemplary, compensatory or
consequential damages (limited to within the limit of this
Agreement however), other than Loss In Excess Of Policy
Limits, paid or payable by the Corporation as a result of an
action against it by its Insured, its Insured's assignee, or a
third party claimant, which action alleges negligence or bad
faith on the part of the Corporation in handling a claim under
a Policy subject to this Agreement.
The term "Extra Contractual Obligations" shall not include any amount
paid or payable by the Corporation where such amount has been incurred
by the Corporation due to the fraud of a member of the board of
directors, a corporate officer of the Corporation or any other employee
with claims settlement authority, acting individually or collectively
or in collusion with any individual or corporation or any other
organization or party involved in the presentation, defense or
settlement of any claim covered hereunder.
C) The term "Net Retained Liability" shall mean that portion of any Policy
which the Corporation retains net for its own account, and in
calculating the amount of Ultimate Net Loss hereunder, only loss in
respect of that portion of any Policy which the Corporation retains net
for its own account shall be included.
The amount of the Retrocessionaire's liability under this Agreement
shall not be increased by reason of the inability of the Corporation to
collect from any other Retrocessionaire(s), whether specific or
general, any amounts which may have become due from such
Retrocessionaire(s), whether such inability arises from the insolvency
of such other Retrocessionaire(s) or otherwise.
<PAGE>
Employers Reinsurance Corporation
First Whole Account Aggregate XOL Retro Agreement (E1)
Page 5
DEFINITIONS
- -----------
(continued)
D) The term "Subject Gross Net Earned Premium Income" or "SGNEPI" shall
mean the Corporation's subject gross premium income written less
premiums paid for cancellations and reductions of rates and for other
reinsurance carried by the Corporation, recoveries under which inure to
the benefit of this Agreement, plus the subject gross net unearned
premium at the beginning of the term, less the subject gross net
unearned premium at the end of the term, said unearned premium being
calculated on a monthly pro rata basis.
E) The term "Catastrophe Losses" shall mean property losses recorded by
the Corporation which involve two or more Policies and total more than
$X,XXX,XXX of incurred loss net of inuring protection(s).
F) The unqualified term "Policy" shall mean all binders, policies,
certificates, agreements, treaties, bonds or contracts of insurance,
reinsurance or retrocession accepted or held covered provisionally or
otherwise underwritten by the Corporation.
G) The term "Original Policy" shall mean the initial binder, policy,
certificate, agreement, bond or contract of insurance that is
subsequently reinsured.
H) The unqualified term "Insured" when used as a noun shall mean the
person who obtained or is otherwise covered by insurance issued by the
Corporation, or the reinsured who obtained reinsurance from the
Corporation, or the retrocedent who obtained retrocession from the
Corporation, as the context so requires.
I) The term "Original Insured" shall mean the entity who obtained or is
otherwise covered by insurance that is subsequently reinsured or
retroceded under this Agreement.
ARTICLE VI
----------
RETROCESSION PREMIUM AND ADJUSTMENT
- -----------------------------------
A minimum and deposit premium of $XX,XXX,XXX is due in 1997 in equal quarterly
installments of $XX,XXX,XXX each at January 1, April 1, July 1, and October 1.
The retrocession premium shall be an amount equal to the amount of Ultimate Net
Loss ceded under this Agreement as reported by the Corporation as of February 1,
1998, divided by (X + i)X, where i is the yield on the bond maturing on February
15, 20XX as of February 15, 1998. The retrocession premium, after deduction of
the minimum and deposit premium previously paid, shall be due and payable on
February 15, 1998.
<PAGE>
Employers Reinsurance Corporation
First Whole Account Aggregate XOL Retro Agreement (E1)
Page 6
ARTICLE VII
-----------
EXPERIENCE ACCOUNT BALANCE
- --------------------------
The Retrocessionaire shall calculate a notional Experience Account Balance at
the end of each quarter year until expiration of all of the Retrocessionaire's
obligations under this Agreement. The Experience Account Balance shall equal:
The minimum and deposit premium received by the Retrocessionaire at inception
less $XX,XXX,XXX
plus
XX% of the retrocession premium due hereon, if any, at February 1, 1998
plus
interest credited by applying the average of the three-month
U.S. Treasury Bill rate less XX basis points against the
Experience Account Balance for the quarter, calculated daily
less
Ultimate Net Loss paid by the Retrocessionaire for the quarter.
The "average of the three-month U.S. Treasury Bill rate" shall equal the sum of
the three rates as published in the Wall Street Journal on the last business day
of each month in the quarter, divided by three.
ARTICLE VIII
------------
LOSS SETTLEMENTS
- ----------------
The Corporation shall report quarterly to the Retrocessionaire the development
of the incurred Ultimate Net Loss ceded by a report showing in summary format
the percentage and dollar amount of Ultimate Net Loss for the term, as advised
at February 1, 1998, which has been paid by the Corporation. At such time as the
amount of paid Ultimate Net Loss exceeds the retention under this Agreement, the
Retrocessionaire shall reimburse the Corporation by payment within 60 days of
the advice of amounts becoming due.
ARTICLE IX
----------
COMMUTATION AND EXPERIENCE REFUND
- ---------------------------------
This Agreement may be commuted at the Corporation's sole option in the event of
no Ultimate Net Loss being ceded hereunder by giving 90 days advance notice at
any time of its intent to so commute after expiration of the term. In the event
of ceded Ultimate Net Loss hereunder, the Corporation may still, at its sole
option, commute by giving 90 days advance notice, but not prior to December 31,
2007.
<PAGE>
Employers Reinsurance Corporation
First Whole Account Aggregate XOL Retro Agreement (E1)
Page 7
COMMUTATION AND EXPERIENCE REFUND
- ---------------------------------
(continued)
If at the time of commutation the amount of unpaid Ultimate Net Loss is less
than or equal to the Experience Account Balance, the Retrocessionaire agrees to
pay all unpaid Ultimate Net Loss as of the date of commutation.
If at the time of commutation the amount of unpaid Ultimate Net Loss is greater
than the Experience Account Balance, the unpaid Ultimate Net Loss shall be
commuted at an amount to be mutually agreed. If mutual agreement is not reached,
then no commutation shall be permitted.
In the event that unpaid Ultimate Net Loss is commuted, the Retrocessionaire
agrees to pay an experience refund equal to the positive difference, if any,
between the Experience Account Balance and the commuted value of unpaid Ultimate
Net Loss.
Payment by the Retrocessionaire of the commuted unpaid Ultimate Net Loss and the
experience refund, if any, shall constitute a complete and final release of the
Retrocessionaire in respect of its obligations under this Agreement.
Any amount due to the Corporation as calculated above shall be payable by the
Retrocessionaire within 30 days following the date of commutation.
ARTICLE X
---------
COMMUTATION APPROVAL ON CORPORATION'S POLICIES
- ----------------------------------------------
In the event of a commutation of any Policy resulting in the payment of Ultimate
Net Loss in excess of $X,XXX,XXX prior to the time required under the
Corporation's Policies for the term of this Agreement, then the retention under
this Agreement shall be determined as if such commutation or other arrangement
had not occurred. The analysis to determine both the ultimate reserve amount and
the payout pattern which would have occurred on a commuted Policy shall, unless
waived in writing by the Retrocessionaire, be made on the basis of an
independent reserve analysis. The Retrocessionaire will select a firm acceptable
to the Corporation to conduct the analysis. The Retrocessionaire shall bear the
cost of such analysis and the results of such analysis shall be binding in
determining the ultimate reserve amount and payout pattern for the commuted
reinsurance contract.
<PAGE>
Employers Reinsurance Corporation
First Whole Account Aggregate XOL Retro Agreement (E1)
Page 8
ARTICLE XI
----------
EXPIRATION DURING LOSS
- ----------------------
(This article applies only to property insurance and reinsurance.)
If this Agreement expires while an occurrence covered hereunder is in progress,
the Retrocessionaire's liability hereunder shall, subject to the other terms and
conditions of this Agreement, be determined as if the entire occurrence had
taken place prior to the expiration of this Agreement, provided that no part of
such occurrence is claimed against any renewal or replacement of this Agreement.
ARTICLE XII
-----------
STOP LOSS (AGGREGATE) INCLUSION
- -------------------------------
All aggregate Policies coming within the scope of this Agreement shall be
covered on a risks attaching basis rather than on an occurrence basis. An
aggregate Policy issued for a period of more than 12 months shall be considered
as attaching at each anniversary date of such Policy while such Policy is in
force.
ARTICLE XIII
------------
WARRANTY
- --------
The Corporation shall not introduce any change in its generally established
practices, including but not limited to accounting, acceptance and underwriting
policies, in respect of the business which is the subject of this Agreement
without the prior approval of the Retrocessionaire, and such approval shall not
be unreasonably withheld by the Retrocessionaire. The Corporation specifically
warrants that it will not change its gross line guide nor inuring protections
without prior advice to and approval from the Retrocessionaire, and such
approval shall not be unreasonably withheld by the Retrocessionaire.
ARTICLE XIV
-----------
CURRENCY
- --------
All financial transactions contemplated by this Agreement shall be in the
currency of the United States of America.
<PAGE>
Employers Reinsurance Corporation
First Whole Account Aggregate XOL Retro Agreement (E1)
Page 9
ARTICLE XV
----------
ACCESS TO RECORDS
- -----------------
At any reasonable time, the Retrocessionaire or its designated representatives
shall have free access to all records of the Corporation which pertain to this
Agreement.
ARTICLE XVI
-----------
ERRORS AND OMISSIONS
- --------------------
Any inadvertent delays, omissions or errors shall not be held to relieve either
party hereto from any liability which would attach to it hereunder if such
delay, omission or error had not been made, provided such delay, omission or
error is rectified upon discovery, and does not impose any greater liability
upon the other party than would have attached hereunder if the delay, omission
or error had not occurred.
ARTICLE XVII
------------
TAXES
- -----
In consideration of the terms under which this Agreement is entered into, the
Corporation will not claim a deduction in respect of the premium hereon when
making tax returns, other than income or profits tax returns, to any state or
territory of the United States of America, the District of Columbia or Canada,
and the Corporation will be liable for payment of all premium taxes on premium
ceded under this Agreement.
ARTICLE XVIII
-------------
OFFSET
- ------
The Corporation and the Retrocessionaire shall have the right to offset any
balance(s) due from one to the other under this Agreement. The party asserting
the right of offset may exercise such right any time whether the balance(s) due
are on account of premiums or losses or otherwise. In the event of the
insolvency of a party hereto, offset shall only be allowed in accordance with
the provision of Section 7427 of the Insurance Law of the State of New York.
<PAGE>
Employers Reinsurance Corporation
First Whole Account Aggregate XOL Retro Agreement (E1)
Page 10
ARTICLE XIX
-----------
INSOLVENCY
- ----------
In the event of the insolvency of the Corporation, the retrocession under this
Agreement shall be payable directly to the Corporation or to its liquidator,
receiver, conservator or statutory successor on the basis of the liability of
the Corporation without diminution because of the insolvency of the Corporation
or because the liquidator, receiver, conservator or statutory successor of the
Corporation has failed to pay all or a portion of any claim. It is agreed,
however, that the liquidator, receiver, conservator or statutory successor of
the Corporation shall give written notice to the Retrocessionaire of the
pendency of a claim against the Corporation indicating the Policy reinsured
which claim would involve a possible liability on the part of the
Retrocessionaire within a reasonable time after such claim is filed in the
conservation or liquidation proceeding or in the receivership, and that during
the pendency of such claim, the Retrocessionaire may investigate such claim and
interpose, at its own expense, in the proceeding where such claim is to be
adjudicated, any defense or defenses that it may deem available to the
Corporation or its liquidator, receiver, conservator or statutory successor. The
expense thus incurred by the Retrocessionaire shall be chargeable, subject to
the approval of the Court, against the Corporation as part of the expenses of
conservation or liquidation to the extent of a pro rata share of the benefit
which may accrue to the Corporation solely as a result of the defense undertaken
by the Retrocessionaire.
Where two or more Retrocessionaires are involved in the same claim and a
majority in interest elect to interpose defense of such claim, the expense shall
be apportioned in accordance with the terms of this Agreement as though such
expense had been incurred by the Corporation.
It is further understood and agreed that, in the event of the insolvency of the
Corporation, the retrocession under this Agreement shall be payable directly by
the Retrocessionaire to the Corporation or to its liquidator, receiver,
conservator or statutory successor, except as provided by Section 4118(a) of the
New York Insurance Law or except (a) where the Agreement specifically provides
another payee of such retrocession in the event of the insolvency of the
Corporation and (b) where the Retrocessionaire with the consent of the direct
Insured or Insureds has assumed such Policy obligations of the Corporation as
direct obligations of the Retrocessionaire to the payees under such Policies and
in substitution for the obligations of the Corporation to such payees.
<PAGE>
Employers Reinsurance Corporation
First Whole Account Aggregate XOL Retro Agreement (E1)
Page 11
ARTICLE XX
----------
ARBITRATION
- -----------
As a condition precedent to any right of action hereunder, any dispute arising
out of this Agreement shall be submitted to the decision of a board of
arbitration composed of two arbitrators and an umpire, meeting in Overland Park,
Kansas, unless otherwise mutually agreed by the Corporation and the
Retrocessionaire.
The members of the board of arbitration shall be active or retired disinterested
officials of insurance or reinsurance companies, or underwriters at Lloyd's,
London. Each party shall appoint its arbitrator and the two arbitrators shall
choose an umpire before instituting the hearing. In the event that either party
should fail to choose an arbitrator within 30 days following a written request
by the other party to enter upon arbitration, the requesting party may choose
two arbitrators who shall in turn choose an umpire before entering upon
arbitration. In the event the two arbitrators fail to agree on an umpire either
party shall have the right to submit the matter to the American Arbitration
Association in effect at that time to name an umpire in accordance with the
qualifications provided hereinabove.
Each party shall present its case to the arbitrators within 60 days following
the date of their appointment. The board shall make its decision with regard to
the custom and usage of the insurance and reinsurance business. The board shall
issue its decision in writing based upon a hearing in which evidence may be
introduced without following strict rules of evidence but in which cross
examination and rebuttal shall be allowed. The board shall make its decision
within 60 days following the termination of the hearings unless the parties
consent to an extension. The majority decision of the board shall be final and
binding upon all parties to the proceeding. Judgment upon the final decision of
the board may be entered in any court of competent jurisdiction.
If more than one Retrocessionaire is involved in the same dispute, all such
Retrocessionaires shall constitute and act as one party for purposes of this
Article and communications shall be made by the Corporation to each of the
Retrocessionaires constituting the one party, provided, however, that nothing
shall impair the rights of such Retrocessionaires to assert several, rather than
joint, defenses or claims, nor be construed as changing the liability of the
Retrocessionaires under the terms of this Agreement from several to joint.
Each party shall bear the expense of its own arbitrator and shall jointly and
equally bear with the other party the expense of the umpire. In the event both
arbitrators are chosen by one party, the expense of the arbitrators and the
umpire shall be jointly and equally borne between the parties. The remaining
costs of the arbitration proceedings shall be allocated by the board.
This Article shall survive the termination of this Agreement.
<PAGE>
Employers Reinsurance Corporation
First Whole Account Aggregate XOL Retro Agreement (E1)
Page 12
ARTICLE XXI
-----------
NONWAIVER
- ---------
The failure of the Corporation or the Retrocessionaire to insist on compliance
with this Agreement or to exercise any right or remedy hereunder shall not
constitute a waiver of any rights or remedies contained herein, nor stop either
party from thereafter demanding full and complete compliance nor prevent either
party from exercising such rights or remedies in the future.
ARTICLE XXII
------------
INTERMEDIARY
- ------------
Bates Turner LLC is hereby recognized as the Intermediary negotiating this
Agreement for business hereunder. All communications (including, but not limited
to, notices, statements, premiums, return premiums, commissions, taxes, losses,
loss adjustment expenses, salvages and loss settlements) relating hereto shall
be transmitted to the Corporation or the Retrocessionaire through Bates Turner
LLC, 5200 Metcalf, P.O. Box 2959, Overland Park, Kansas, 66201. Payments by the
Corporation to the Intermediary shall constitute payment to the Retrocessionaire
to the extent of such payments. Payments by the Retrocessionaire to the
Intermediary shall only constitute payment to the Corporation to the extent that
such payments are actually received by the Corporation.
IN WITNESS WHEREOF, the parties hereto by their duly authorized officers have
executed this Agreement in triplicate.
At Overland Park, Kansas, this 1st day of May, 1997.
--- ---
EMPLOYERS REINSURANCE CORPORATION
By: /s/ Hoyt H. Wood, Jr.
--------------------------------------
Attest: /s/ Jane R. Gruschka
----------------------------------
At Stamford, Connecticut, this 20th day of June, 1997.
---- ----
NATIONAL INDEMNITY COMPANY
Per Berkshire Hathaway Group
By: /s/ John Arendt
--------------------------------------
Attest: /s/ Brian Garrison
----------------------------------
<PAGE>
SECOND WHOLE ACCOUNT AGGREGATE
EXCESS OF LOSS RETROCESSION AGREEMENT (E2)
for
EMPLOYERS REINSURANCE CORPORATION
Effective January 1, 1997
Prepared by:
BATES TURNER LLC
5200 Metcalf, P.O. Box 2959
Overland Park, Kansas 66201
Telephones:
(800) 465-8072
(913) 676-5920
Telecopier:
(913) 676-5940
<PAGE>
CONTENTS
--------
EMPLOYERS REINSURANCE CORPORATION
SECOND WHOLE ACCOUNT AGGREGATE EXCESS OF LOSS
RETROCESSION AGREEMENT (E2)
-------------------------------------
ARTICLE PAGE
------- ----
I APPLICATION OF AGREEMENT..........................................1
II BUSINESS RETROCEDED...............................................1
III RETENTION AND RETROCESSION........................................2
IV RETROCESSIONAIRE RESERVE DETERMINATION..........................2-3
V DEFINITIONS.....................................................3-5
VI RETROCESSION PREMIUM AND ADJUSTMENT.............................5-6
VII EXPERIENCE ACCOUNT BALANCE........................................6
VIII LOSS SETTLEMENTS..................................................7
IX COMMUTATION AND EXPERIENCE REFUND...............................7-8
X COMMUTATION APPROVAL ON CORPORATION'S POLICIES....................8
XI EXPIRATION DURING LOSS............................................8
XII STOP LOSS (AGGREGATE) INCLUSION...................................9
XIII WARRANTY..........................................................9
XIV CURRENCY..........................................................9
XV ACCESS TO RECORDS.................................................9
XVI ERRORS AND OMISSIONS..............................................9
XVII TAXES............................................................10
XVIII OFFSET...........................................................10
XIX INSOLVENCY....................................................10-11
XX ARBITRATION...................................................11-12
XXI NONWAIVER........................................................12
XXII INTERMEDIARY.....................................................12
XXIII PARTICIPATION AND SIGNATURES.....................................13
<PAGE>
SECOND WHOLE ACCOUNT AGGREGATE EXCESS OF LOSS
RETROCESSION AGREEMENT (E2)
entered into by and between
EMPLOYERS REINSURANCE CORPORATION
Overland Park, Kansas
(hereinafter called the "Corporation")
and
the Retrocessionaire specifically identified on the
signature page attached hereto
(hereinafter called the "Retrocessionaire")
Effective January 1, 1997
---------------------------------------------
WITNESSETH
- ----------
In consideration of the mutual covenants hereinafter contained and upon the
terms and conditions hereinafter set forth, the parties hereto agree as follows:
ARTICLE I
---------
APPLICATION OF AGREEMENT
- ------------------------
This Agreement applies to all in force, new and renewal insurance and
reinsurance written by the Corporation, as respects occurrences taking place
anywhere in the world at or after January 1, 1997, 12:01 a.m., Central Standard
Time, and prior to January 1, 1998, 12:01 a.m., Central Standard Time.
ARTICLE II
----------
BUSINESS RETROCEDED
- -------------------
This Agreement applies to all insurance and reinsurance business written by the
Corporation covering in respect of exposures worldwide, including reinsurance
assumed from subsidiary and/or affiliate companies, excluding life business
written as such, but not excluding death benefits under accident or health
Policies or workers' compensation Policies.
<PAGE>
Employers Reinsurance Corporation
Second Whole Account Aggregate XOL Retro Agreement (E2)
Page 2
ARTICLE III
-----------
RETENTION AND RETROCESSION
- --------------------------
The Corporation shall retain for its own account as its own net retention,
subject to the First Whole Account Aggregate Excess of Loss Retrocession
Agreement (E1), all Ultimate Net Loss in the aggregate incurred during the term
of this Agreement in respect of its Net Retained Liability up to and including
an amount equal to XX% of Subject Gross Net Earned Premium Income (hereinafter
"SGNEPI").
The Retrocessionaire shall indemnify the Corporation in respect of its Net
Retained Liability for all Ultimate Net Loss in the aggregate incurred during
the term of this Agreement in excess of the Corporation's own net retention, up
to:
A) an amount equal to the first X.XX% of SGNEPI excess of an amount equal
to XX% of SGNEPI provided that the total Ultimate Net Loss incurred by
the Corporation exceeds an amount equal to XXX.XX% of SGNEPI and that
the First Whole Account Aggregate Excess of Loss Retrocession Agreement
(E1) does not provide protection for an amount equal to this first
X.XX% of SGNEPI, and
B) an amount equal to XX% of SGNEPI excess of the sum of an amount equal
to XXX.XX% of SGNEPI plus the amount recoverable under Part A of this
Article III.
The Retrocessionaire's annual limit of liability in respect of Part A and Part B
of this Article III combined shall not exceed the lesser of an amount equal to
XX.XX% of SGNEPI, or $XXX,XXX,XXX.
Notwithstanding the above, the liability of the Retrocessionaire shall not
exceed the aggregate amount of ceded Ultimate Net Loss incurred and reported by
the Corporation to the Retrocessionaire as of February 1, 1998.
ARTICLE IV
----------
RETROCESSIONAIRE RESERVE DETERMINATION
- --------------------------------------
A) The Corporation shall determine the level of total reserves for
Ultimate Net Loss for the term of this Agreement and shall revise those
reserves from time to time as subsequent events require. Should the
Retrocessionaire disagree with the reserves posted by the Corporation
for the term of this Agreement, the Retrocessionaire shall select a
firm, acceptable to the Corporation, to perform an independent reserve
analysis. In the event the Retrocessionaire elects to have an
independent reserve analysis conducted, the loss settlement date on
which the Corporation seeks payment shall be delayed until completion
of the analysis, or six months past the loss settlement date, whichever
first occurs. The results of the independent reserve analysis shall be
binding in establishing the reserve amount for this cover until such
time as a subsequent study is conducted or the Retrocessionaire and the
Corporation mutually agree to changes in the reserves. The cost of such
study shall be borne by the Retrocessionaire.
<PAGE>
Employers Reinsurance Corporation
Second Whole Account Aggregate XOL Retro Agreement (E2)
Page 3
RETROCESSIONAIRE RESERVE DETERMINATION
- --------------------------------------
(continued)
B) If, subsequent to the Retrocessionaire making any payments under this
Agreement, the reserves for the term of this Agreement are decreased,
either by action of the Corporation or in accordance with paragraph A
of this Article, then the Corporation shall refund to the
Retrocessionaire the excess amount paid by the Retrocessionaire as
determined using the revised reserves, if any, plus the Interest Credit
calculated in accordance with this Article. The Interest Credit is
payable immediately for the number of days beginning with the date(s)
such excess amounts were paid by the Retrocessionaire and ending at the
date the Retrocessionaire is reimbursed for such excess amount paid
and/or is paid the Interest Credit due.
C) The Interest Credit shall be the average of the three month U.S.
Treasury Bill rate plus XXX basis points applied against the refund due
to the Retrocessionaire.
ARTICLE V
---------
DEFINITIONS
- -----------
As used in this Agreement:
A) The term "Ultimate Net Loss" shall mean the actual loss or losses paid
or payable by the Corporation in settlement of claims or in
satisfaction of awards or judgments (including prejudgment interest and
plaintiff's costs included in the judgment) plus losses Incurred But
Not Reported (hereinafter "IBNR") for all lines of business covered
under this Agreement, subject however to the following limits within
such Ultimate Net Loss:
1) an aggregate limit for all Catastrophe Losses of
$X,XXX,XXX,XXX ($XXX,XXX,XXX with respect to recoveries due
under Part A of Article III);
2) an aggregate sublimit for Catastrophe Losses occurring outside
of the United States of America, its territories and
possessions and Canada of $XXX,XXX,XXX; and
3) a per occurrence limit of $XXX,XXX,XXX.
Subject to the limits of this Agreement, "Ultimate Net Loss" also
includes Loss In Excess Of Policy Limits and Extra Contractual
Obligations losses which are incurred as a result of the Corporation's
participation in any Original Policy which provides coverage for such
losses, on the condition that the Corporation has, in advance of any
conduct by the Original Insured in connection with the investigation,
trial or settlement of any claim or failure to pay or delay in payment
of any benefits under any Original Policy, counseled with the Original
Insured and concurred in the Original Insured's course of conduct.
<PAGE>
Employers Reinsurance Corporation
Second Whole Account Aggregate XOL Retro Agreement (E2)
Page 4
DEFINITIONS
- -----------
(continued)
The amount of loss paid or payable by the Corporation shall include all
claim expenses covered under the Original Policy, but shall not include
the Corporation's own claim expenses. Salvages and recoveries,
including recoveries under all other reinsurances, whether collected or
not, are to be first deducted from the amount of the loss paid or
payable to arrive at the amount of liability, if any, attaching
hereunder.
B) The term "Extra Contractual Obligations" shall mean:
1) Eighty percent of any amount paid or payable by the
Corporation in excess of its Policy limits (limited to within
the limit of this Agreement however), but otherwise within the
terms of its Policy (hereinafter called "Loss In Excess Of
Policy Limits"), as a result of an action against it by its
Insured, or its Insured's assignee, to recover damages the
Corporation is legally obligated to pay because of the
Corporation's alleged or actual negligence or bad faith in
rejecting a settlement within its Policy limits, or in
discharging its duty to defend or prepare the defense in the
trial of any action against its Insured, or in discharging its
duty to prepare or prosecute an appeal consequent upon such an
action.
2) Eighty percent of any punitive, exemplary, compensatory or
consequential damages (limited to within the limit of this
Agreement however), other than Loss In Excess Of Policy
Limits, paid or payable by the Corporation as a result of an
action against it by its Insured, its Insured's assignee, or a
third party claimant, which action alleges negligence or bad
faith on the part of the Corporation in handling a claim under
a Policy subject to this Agreement.
The term "Extra Contractual Obligations" shall not include any amount
paid or payable by the Corporation where such amount has been incurred
by the Corporation due to the fraud of a member of the board of
directors, a corporate officer of the Corporation or any other employee
with claims settlement authority, acting individually or collectively
or in collusion with any individual or corporation or any other
organization or party involved in the presentation, defense or
settlement of any claim covered hereunder.
C) The term "Net Retained Liability" shall mean that portion of any Policy
which the Corporation retains net for its own account, however gross of
recoveries from the underlying First Whole Account Aggregate Excess of
Loss Retrocession Agreement (E1), and in calculating the amount of
Ultimate Net Loss hereunder, only loss in respect of that portion of
any Policy which the Corporation retains net for its own account shall
be included.
<PAGE>
Employers Reinsurance Corporation
Second Whole Account Aggregate XOL Retro Agreement (E2)
Page 5
DEFINITIONS
- -----------
(continued)
The amount of the Retrocessionaire's liability under this Agreement
shall not be increased by reason of the inability of the Corporation to
collect from any other Retrocessionaire(s), whether specific or
general, any amounts which may have become due from such
Retrocessionaire(s), whether such inability arises from the insolvency
of such other Retrocessionaire(s) or otherwise.
D) The term "Subject Gross Net Earned Premium Income" or "SGNEPI" shall
mean the Corporation's subject gross premium income written less
premiums paid for cancellations and reductions of rates and for other
reinsurance carried by the Corporation, recoveries under which inure to
the benefit of this Agreement, plus the subject gross net unearned
premium at the beginning of the term, less the subject gross net
unearned premium at the end of the term, said unearned premium being
calculated on a monthly pro rata basis.
E) The term "Catastrophe Losses" shall mean property losses recorded by
the Corporation which involve two or more Policies and total more than
$X,XXX,XXX of incurred loss net of inuring protection(s).
F) The unqualified term "Policy" shall mean all binders, policies,
certificates, agreements, treaties, bonds or contracts of insurance,
reinsurance or retrocession accepted or held covered provisionally or
otherwise underwritten by the Corporation.
G) The term "Original Policy" shall mean the initial binder, policy,
certificate, agreement, bond or contract of insurance that is
subsequently reinsured.
H) The unqualified term "Insured" when used as a noun shall mean the
person who obtained or is otherwise covered by insurance issued by the
Corporation, or the reinsured who obtained reinsurance from the
Corporation, or the retrocedent who obtained retrocession from the
Corporation, as the context so requires.
I) The term "Original Insured" shall mean the entity who obtained or is
otherwise covered by insurance that is subsequently reinsured or
retroceded under this Agreement.
ARTICLE VI
----------
RETROCESSION PREMIUM AND ADJUSTMENT
- -----------------------------------
A minimum and deposit premium of $XX,XXX,XXX is due in 1997 as follows: the
first installment of $X,XXX,XXX at January 1, and installments of $X,XXX,XXX
each at April 1, July 1, and October 1. The retrocession premium shall be an
amount equal to XX% of the amount of Ultimate Net Loss ceded under this
Agreement as reported by the Corporation as of February 1, 1998. The
<PAGE>
Employers Reinsurance Corporation
Second Whole Account Aggregate XOL Retro Agreement (E2)
Page 6
RETROCESSION PREMIUM AND ADJUSTMENT
- -----------------------------------
(continued)
retrocession premium, after deduction of the minimum and deposit premium
previously paid, shall be due at February 15, 1998.
The Corporation shall pay to the Retrocessionaire $X,XXX,XXX of the minimum and
deposit premium at January 1, 1997. The balance of all premium, including
retrocession premium due February 15, 1998, if any, shall be withheld by the
Corporation in an Experience Account for the purpose of subsequent loss payments
and profit sharing.
ARTICLE VII
-----------
EXPERIENCE ACCOUNT BALANCE
- --------------------------
The Corporation shall calculate a notional Experience Account Balance at the end
of each quarter year until expiration of all of the Retrocessionaire's
obligations under this Agreement. At January 1, 1997 the Experience Account
Balance shall be zero. The Experience Account Balance thereafter shall equal:
The Experience Account Balance at the inception of the quarter
plus the minimum and deposit premium, if any, due during the quarter
less $X,XXX,XXX and Federal Excise Tax, if applicable
plus the retrocession premium due hereon, if any, during the quarter
less Federal Excise Tax, if applicable
plus interest credited by applying a rate of X.XXX% against the average
positive Experience Account Balance for the quarter, calculated daily
less the Spread paid to the Retrocessionaire for the quarter
less Ultimate Net Loss paid by the Retrocessionaire for the quarter.
"Spread" shall mean the amount equal to the following percentages of the average
positive Experience Account Balance for the quarter during the following
calendar years, respectively:
A) X.XX% during calendar year 1997;
B) X.XX% during calendar years 1998, 1999 and 2000;
C) X.XXX% during calendar years 2001, 2002 and 2003; and
D) X.XX% during calendar year 2004 and all calendar years thereafter.
At the option of the Retrocessionaire, the accrued Spread shall be paid to the
Retrocessionaire at the end of any quarter in cash or withheld in the Experience
Account.
<PAGE>
Employers Reinsurance Corporation
Second Whole Account Aggregate XOL Retro Agreement (E2)
Page 7
ARTICLE VIII
------------
LOSS SETTLEMENTS
- ----------------
The Corporation shall report quarterly to the Retrocessionaire the development
of the incurred Ultimate Net Loss ceded by a report showing in summary format
the percentage and dollar amount of Ultimate Net Loss for the term, as advised
at February 1, 1998, which has been paid by the Corporation. At such time as the
amount of paid Ultimate Net Loss exceeds the retention under this Agreement, the
Retrocessionaire shall reimburse the Corporation for such paid Ultimate Net Loss
by payment within 30 days of the advice of amounts becoming due. To the extent
the Experience Account is sufficient, the Retrocessionaire may reimburse the
Corporation by consenting to the Corporation retaining for its own account from
the Experience Account the amount of such paid Ultimate Net Loss.
Notwithstanding the above, the Retrocessionaire shall have no obligation to pay
any part of any loss which would cause the Experience Account to be less than
the product of negative 30% and the total premium ceded. Nothing set forth above
shall be construed as prohibiting the Corporation from taking credit for
Ultimate Net Loss ceded as the above is only applicable to cash transactions
under this Agreement.
ARTICLE IX
----------
COMMUTATION AND EXPERIENCE REFUND
- ---------------------------------
This Agreement may be commuted at the Corporation's sole option by giving 90
days advance written notice at any time of its intent to so commute after
expiration of the term.
If at the time of commutation the amount of unpaid Ultimate Net Loss is less
than or equal to the Experience Account Balance, the Retrocessionaire agrees to
pay all unpaid Ultimate Net Loss as of the date of commutation.
If at the time of commutation the amount of unpaid Ultimate Net Loss is greater
than the Experience Account Balance, the unpaid Ultimate Net Loss shall be
commuted at an amount to be mutually agreed. If mutual agreement is not reached,
then no commutation shall be permitted.
In the event that unpaid Ultimate Net Loss is commuted, the Retrocessionaire
agrees to pay an experience refund equal to the positive difference, if any,
between the Experience Account Balance after deduction of the accrued Spread due
the Retrocessionaire, if any, which shall be paid to the Retrocessionaire at
that time, and the commuted value of unpaid Ultimate Net Loss. Such payment of
an experience refund shall be made by the Corporation's retention for its own
account from the Experience Account.
<PAGE>
Employers Reinsurance Corporation
Second Whole Account Aggregate XOL Retro Agreement (E2)
Page 8
COMMUTATION AND EXPERIENCE REFUND
- ---------------------------------
(continued)
Payment by the Retrocessionaire of the commuted unpaid Ultimate Net Loss and the
experience refund, if any, shall constitute a complete and final release of the
Retrocessionaire in respect of its obligations under this Agreement.
Any amount due to the Corporation as calculated above shall be payable by the
Retrocessionaire within 30 days following the date of commutation.
ARTICLE X
---------
COMMUTATION APPROVAL ON CORPORATION'S POLICIES
- ----------------------------------------------
In the event of a commutation of any Policy resulting in the payment of Ultimate
Net Loss in excess of $X,XXX,XXX prior to the time required under the
Corporation's Policies for the term of this Agreement, then the paid Ultimate
Net Loss under this Agreement shall be determined as if such commutation or
other arrangement had not occurred. The analysis to determine both the ultimate
reserve amount and the payout pattern which would have occurred on a commuted
Policy shall, unless waived in writing by the Retrocessionaire, be made on the
basis of an independent reserve analysis. The Retrocessionaire will select a
firm acceptable to the Corporation to conduct the analysis. The Retrocessionaire
shall bear the cost of such analysis and the results of such analysis shall be
binding in determining the ultimate reserve amount and payout pattern for the
commuted reinsurance contract.
ARTICLE XI
----------
EXPIRATION DURING LOSS
- ----------------------
(This article applies only to property insurance and reinsurance.)
If this Agreement expires while an occurrence covered hereunder is in progress,
the Retrocessionaire's liability hereunder shall, subject to the other terms and
conditions of this Agreement, be determined as if the entire occurrence had
taken place prior to the expiration of this Agreement, provided that no part of
such occurrence is claimed against any renewal or replacement of this Agreement.
<PAGE>
Employers Reinsurance Corporation
Second Whole Account Aggregate XOL Retro Agreement (E2)
Page 9
ARTICLE XII
-----------
STOP LOSS (AGGREGATE) INCLUSION
- -------------------------------
All aggregate Policies coming within the scope of this Agreement shall be
covered on a risks attaching basis rather than on an occurrence basis. An
aggregate Policy issued for a period of more than 12 months shall be considered
as attaching at each anniversary date of such Policy while such Policy is in
force.
ARTICLE XIII
------------
WARRANTY
- --------
The Corporation shall not introduce any change in its generally established
practices, including but not limited to accounting, claims, acceptance and
underwriting policies, in respect of the business which is the subject of this
Agreement without the prior approval of the Retrocessionaire, and such approval
shall not be unreasonably withheld by the Retrocessionaire. The Corporation
specifically warrants that it will not change its gross line guide nor inuring
protections without prior advice to and approval from the Retrocessionaire, and
such approval shall not be unreasonably withheld by the Retrocessionaire.
ARTICLE XIV
-----------
CURRENCY
- --------
All financial transactions contemplated by this Agreement shall be in the
currency of the United States of America.
ARTICLE XV
----------
ACCESS TO RECORDS
- -----------------
At any reasonable time, the Retrocessionaire or its designated representatives
shall have free access to all records of the Corporation which pertain to this
Agreement.
ARTICLE XVI
-----------
ERRORS AND OMISSIONS
- --------------------
Any inadvertent delays, omissions or errors shall not be held to relieve either
party hereto from any liability which would attach to it hereunder if such
delay, omission or error had not been made, provided such delay, omission or
error is rectified upon discovery, and does not impose any greater liability
upon the other party than would have attached hereunder if the delay, omission
or error had not occurred.
<PAGE>
Employers Reinsurance Corporation
Second Whole Account Aggregate XOL Retro Agreement (E2)
Page 10
ARTICLE XVII
------------
TAXES
- -----
In consideration of the terms under which this Agreement is entered into, the
Corporation will not claim a deduction in respect of the premium hereon when
making tax returns, other than income or profits tax returns, to any state or
territory of the United States of America, the District of Columbia or Canada,
and the Corporation will be liable for payment of all premium taxes on premium
ceded under this Agreement.
ARTICLE XVIII
-------------
OFFSET
- ------
The Corporation and the Retrocessionaire shall have the right to offset any
balance(s) due from one to the other under this Agreement. The party asserting
the right of offset may exercise such right any time whether the balance(s) due
are on account of premiums or losses or otherwise. In the event of the
insolvency of a party hereto, offset shall only be allowed in accordance with
the provision of Section 7427 of the Insurance Law of the State of New York.
ARTICLE XIX
-----------
INSOLVENCY
- ----------
In the event of the insolvency of the Corporation, the retrocession under this
Agreement shall be payable directly to the Corporation or to its liquidator,
receiver, conservator or statutory successor on the basis of the liability of
the Corporation without diminution because of the insolvency of the Corporation
or because the liquidator, receiver, conservator or statutory successor of the
Corporation has failed to pay all or a portion of any claim. It is agreed,
however, that the liquidator, receiver, conservator or statutory successor of
the Corporation shall give written notice to the Retrocessionaire of the
pendency of a claim against the Corporation indicating the Policy reinsured
which claim would involve a possible liability on the part of the
Retrocessionaire within a reasonable time after such claim is filed in the
conservation or liquidation proceeding or in the receivership, and that during
the pendency of such claim, the Retrocessionaire may investigate such claim and
interpose, at its own expense, in the proceeding where such claim is to be
adjudicated, any defense or defenses that it may deem available to the
Corporation or its liquidator, receiver, conservator or statutory successor. The
expense thus incurred by the Retrocessionaire shall be chargeable, subject to
the approval of the Court, against the Corporation as part of the expenses of
conservation or liquidation to the extent of a pro rata share of the benefit
which may accrue to the Corporation solely as a result of the defense undertaken
by the Retrocessionaire.
<PAGE>
Employers Reinsurance Corporation
Second Whole Account Aggregate XOL Retro Agreement (E2)
Page 11
INSOLVENCY
- ----------
(continued)
Where two or more Retrocessionaires are involved in the same claim and a
majority in interest elect to interpose defense of such claim, the expense shall
be apportioned in accordance with the terms of this Agreement as though such
expense had been incurred by the Corporation.
It is further understood and agreed that, in the event of the insolvency of the
Corporation, the retrocession under this Agreement shall be payable directly by
the Retrocessionaire to the Corporation or to its liquidator, receiver,
conservator or statutory successor, except as provided by Section 4118(a) of the
New York Insurance Law or except (a) where the Agreement specifically provides
another payee of such retrocession in the event of the insolvency of the
Corporation and (b) where the Retrocessionaire with the consent of the direct
Insured or Insureds has assumed such Policy obligations of the Corporation as
direct obligations of the Retrocessionaire to the payees under such Policies and
in substitution for the obligations of the Corporation to such payees.
ARTICLE XX
----------
ARBITRATION
- -----------
As a condition precedent to any right of action hereunder, any dispute arising
out of this Agreement shall be submitted to the decision of a board of
arbitration composed of two arbitrators and an umpire, meeting in Overland Park,
Kansas, unless otherwise mutually agreed by the Corporation and the
Retrocessionaire.
The members of the board of arbitration shall be active or retired disinterested
officials of insurance or reinsurance companies, or underwriters at Lloyd's,
London. Each party shall appoint its arbitrator and the two arbitrators shall
choose an umpire before instituting the hearing. In the event that either party
should fail to choose an arbitrator within 30 days following a written request
by the other party to enter upon arbitration, the requesting party may choose
two arbitrators who shall in turn choose an umpire before entering upon
arbitration. In the event the two arbitrators fail to agree on an umpire either
party shall have the right to submit the matter to the American Arbitration
Association in effect at that time to name an umpire in accordance with the
qualifications provided hereinabove.
Each party shall present its case to the arbitrators within 60 days following
the date of their appointment. The board shall make its decision with regard to
the custom and usage of the insurance and reinsurance business. The board shall
issue its decision in writing based upon a hearing in which evidence may be
introduced without following strict rules of evidence but in which cross
examination and rebuttal shall be allowed. The board shall make its decision
within 60 days following the termination of the hearings unless the parties
consent to an extension. The majority decision of the board shall be final and
binding upon all parties to the proceeding. Judgment upon the final decision of
the board may be entered in any court of competent jurisdiction.
<PAGE>
Employers Reinsurance Corporation
Second Whole Account Aggregate XOL Retro Agreement (E2)
Page 12
ARBITRATION
- -----------
(continued)
If more than one Retrocessionaire is involved in the same dispute, all such
Retrocessionaires shall constitute and act as one party for purposes of this
Article and communications shall be made by the Corporation to each of the
Retrocessionaires constituting the one party, provided, however, that nothing
shall impair the rights of such Retrocessionaires to assert several, rather than
joint, defenses or claims, nor be construed as changing the liability of the
Retrocessionaires under the terms of this Agreement from several to joint.
Each party shall bear the expense of its own arbitrator and shall jointly and
equally bear with the other party the expense of the umpire. In the event both
arbitrators are chosen by one party, the expense of the arbitrators and the
umpire shall be jointly and equally borne between the parties. The remaining
costs of the arbitration proceedings shall be allocated by the board.
This Article shall survive the termination of this Agreement.
ARTICLE XXI
-----------
NONWAIVER
- ---------
The failure of the Corporation or the Retrocessionaire to insist on compliance
with this Agreement or to exercise any right or remedy hereunder shall not
constitute a waiver of any rights or remedies contained herein, nor stop either
party from thereafter demanding full and complete compliance nor prevent either
party from exercising such rights or remedies in the future.
ARTICLE XXII
------------
INTERMEDIARY
- ------------
Bates Turner LLC is hereby recognized as the Intermediary negotiating this
Agreement for business hereunder. All communications (including, but not limited
to, notices, statements, premiums, return premiums, commissions, taxes, losses,
loss adjustment expenses, salvages and loss settlements) relating hereto shall
be transmitted to the Corporation or the Retrocessionaire through Bates Turner
LLC, 5200 Metcalf, P.O. Box 2959, Overland Park, Kansas, 66201. Payments by the
Corporation to the Intermediary shall constitute payment to the Retrocessionaire
to the extent of such payments. Payments by the Retrocessionaire to the
Intermediary shall only constitute payment to the Corporation to the extent that
such payments are actually received by the Corporation.
<PAGE>
Employers Reinsurance Corporation
Second Whole Account Aggregate XOL Retro Agreement (E2)
Page 13
ARTICLE XXIII
-------------
PARTICIPATION AND SIGNATURES
- ----------------------------
This Agreement obligates the Retrocessionaire specifically identified below
("Subscribing Retrocessionaire") for XX.XX% of the liability and amounts set
forth under this Agreement and the Subscribing Retrocessionaire is entitled to a
corresponding part of the premiums set forth under this Agreement.
The share of the Subscribing Retrocessionaire in the interests and liabilities
of all retrocessionaires in respect of this Agreement shall be separate and
apart from the shares of the other retrocessionaires to this Agreement, and the
interests and liabilities of the Subscribing Retrocessionaire shall be several
and not joint with those of the other retrocessionaires and in no event shall
the Subscribing Retrocessionaire participate in the interests and liabilities of
the other retrocessionaires.
IN WITNESS WHEREOF, the parties hereto by their duly authorized officers have
executed this Agreement in triplicate.
At Overland Park, Kansas, this 1st day of May, 1997.
--- ---
EMPLOYERS REINSURANCE CORPORATION
By: /s/ Hoyt H. Wood, Jr.
--------------------------------------
Attest: /s/ Jane R. Gruschka
----------------------------------
At New York, New York, this 27th day of August, 1997.
---- ------
CENTRE REINSURANCE COMPANY OF NEW YORK
By: /s/ Rolf Staub
--------------------------------------
Attest: /s/ Mark S. Baker
----------------------------------
<PAGE>
SECOND WHOLE ACCOUNT AGGREGATE
EXCESS OF LOSS RETROCESSION AGREEMENT (E2)
for
EMPLOYERS REINSURANCE CORPORATION
Effective January 1, 1997
Prepared by:
BATES TURNER LLC
5200 Metcalf, P.O. Box 2959
Overland Park, Kansas 66201
Telephones:
(800) 465-8072
(913) 676-5920
Telecopier:
(913) 676-5940
<PAGE>
CONTENTS
--------
EMPLOYERS REINSURANCE CORPORATION
SECOND WHOLE ACCOUNT AGGREGATE EXCESS OF LOSS
RETROCESSION AGREEMENT (E2)
-------------------------------------
ARTICLE PAGE
------- ----
I APPLICATION OF AGREEMENT..........................................1
II BUSINESS RETROCEDED...............................................1
III RETENTION AND RETROCESSION........................................2
IV RETROCESSIONAIRE RESERVE DETERMINATION..........................2-3
V DEFINITIONS.....................................................3-5
VI RETROCESSION PREMIUM AND ADJUSTMENT.............................5-6
VII EXPERIENCE ACCOUNT BALANCE........................................6
VIII LOSS SETTLEMENTS..................................................7
IX COMMUTATION AND EXPERIENCE REFUND...............................7-8
X COMMUTATION APPROVAL ON CORPORATION'S POLICIES....................8
XI EXPIRATION DURING LOSS............................................8
XII STOP LOSS (AGGREGATE) INCLUSION...................................9
XIII WARRANTY..........................................................9
XIV CURRENCY..........................................................9
XV ACCESS TO RECORDS.................................................9
XVI ERRORS AND OMISSIONS..............................................9
XVII TAXES............................................................10
XVIII OFFSET...........................................................10
XIX INSOLVENCY....................................................10-11
XX ARBITRATION...................................................11-12
XXI NONWAIVER........................................................12
XXII INTERMEDIARY.....................................................12
XXIII PARTICIPATION AND SIGNATURES.....................................13
<PAGE>
SECOND WHOLE ACCOUNT AGGREGATE EXCESS OF LOSS
RETROCESSION AGREEMENT (E2)
entered into by and between
EMPLOYERS REINSURANCE CORPORATION
Overland Park, Kansas
(hereinafter called the "Corporation")
and
the Retrocessionaire specifically identified on the
signature page attached hereto
(hereinafter called the "Retrocessionaire")
Effective January 1, 1997
---------------------------------------------
WITNESSETH
- ----------
In consideration of the mutual covenants hereinafter contained and upon the
terms and conditions hereinafter set forth, the parties hereto agree as follows:
ARTICLE I
---------
APPLICATION OF AGREEMENT
- ------------------------
This Agreement applies to all in force, new and renewal insurance and
reinsurance written by the Corporation, as respects occurrences taking place
anywhere in the world at or after January 1, 1997, 12:01 a.m., Central Standard
Time, and prior to January 1, 1998, 12:01 a.m., Central Standard Time.
ARTICLE II
----------
BUSINESS RETROCEDED
- -------------------
This Agreement applies to all insurance and reinsurance business written by the
Corporation covering in respect of exposures worldwide, including reinsurance
assumed from subsidiary and/or affiliate companies, excluding life business
written as such, but not excluding death benefits under accident or health
Policies or workers' compensation Policies.
<PAGE>
Employers Reinsurance Corporation
Second Whole Account Aggregate XOL Retro Agreement (E2)
Page 2
ARTICLE III
-----------
RETENTION AND RETROCESSION
- --------------------------
The Corporation shall retain for its own account as its own net retention,
subject to the First Whole Account Aggregate Excess of Loss Retrocession
Agreement (E1), all Ultimate Net Loss in the aggregate incurred during the term
of this Agreement in respect of its Net Retained Liability up to and including
an amount equal to XX% of Subject Gross Net Earned Premium Income (hereinafter
"SGNEPI").
The Retrocessionaire shall indemnify the Corporation in respect of its Net
Retained Liability for all Ultimate Net Loss in the aggregate incurred during
the term of this Agreement in excess of the Corporation's own net retention, up
to:
A) an amount equal to the first X.XX% of SGNEPI excess of an amount equal
to XX% of SGNEPI provided that the total Ultimate Net Loss incurred by
the Corporation exceeds an amount equal to XXX.XX% of SGNEPI and that
the First Whole Account Aggregate Excess of Loss Retrocession Agreement
(E1) does not provide protection for an amount equal to this first
X.XX% of SGNEPI, and
B) an amount equal to XX% of SGNEPI excess of the sum of an amount equal
to XXX.XX% of SGNEPI plus the amount recoverable under Part A of this
Article III.
The Retrocessionaire's annual limit of liability in respect of Part A and Part B
of this Article III combined shall not exceed the lesser of an amount equal to
XX.XX% of SGNEPI, or $XXX,XXX,XXX.
Notwithstanding the above, the liability of the Retrocessionaire shall not
exceed the aggregate amount of ceded Ultimate Net Loss incurred and reported by
the Corporation to the Retrocessionaire as of February 1, 1998.
ARTICLE IV
----------
RETROCESSIONAIRE RESERVE DETERMINATION
- --------------------------------------
A) The Corporation shall determine the level of total reserves for
Ultimate Net Loss for the term of this Agreement and shall revise those
reserves from time to time as subsequent events require. Should the
Retrocessionaire disagree with the reserves posted by the Corporation
for the term of this Agreement, the Retrocessionaire shall select a
firm, acceptable to the Corporation, to perform an independent reserve
analysis. In the event the Retrocessionaire elects to have an
independent reserve analysis conducted, the loss settlement date on
which the Corporation seeks payment shall be delayed until completion
of the analysis, or six months past the loss settlement date, whichever
first occurs. The results of the independent reserve analysis shall be
binding in establishing the reserve amount for this cover until such
time as a subsequent study is conducted or the Retrocessionaire and the
Corporation mutually agree to changes in the reserves. The cost of such
study shall be borne by the Retrocessionaire.
<PAGE>
Employers Reinsurance Corporation
Second Whole Account Aggregate XOL Retro Agreement (E2)
Page 3
RETROCESSIONAIRE RESERVE DETERMINATION
- --------------------------------------
(continued)
B) If, subsequent to the Retrocessionaire making any payments under this
Agreement, the reserves for the term of this Agreement are decreased,
either by action of the Corporation or in accordance with paragraph A
of this Article, then the Corporation shall refund to the
Retrocessionaire the excess amount paid by the Retrocessionaire as
determined using the revised reserves, if any, plus the Interest Credit
calculated in accordance with this Article. The Interest Credit is
payable immediately for the number of days beginning with the date(s)
such excess amounts were paid by the Retrocessionaire and ending at the
date the Retrocessionaire is reimbursed for such excess amount paid
and/or is paid the Interest Credit due.
C) The Interest Credit shall be the average of the three month U.S.
Treasury Bill rate plus XXX basis points applied against the refund due
to the Retrocessionaire.
ARTICLE V
---------
DEFINITIONS
- -----------
As used in this Agreement:
A) The term "Ultimate Net Loss" shall mean the actual loss or losses paid
or payable by the Corporation in settlement of claims or in
satisfaction of awards or judgments (including prejudgment interest and
plaintiff's costs included in the judgment) plus losses Incurred But
Not Reported (hereinafter "IBNR") for all lines of business covered
under this Agreement, subject however to the following limits within
such Ultimate Net Loss:
1) an aggregate limit for all Catastrophe Losses of
$X,XXX,XXX,XXX ($XXX,XXX,XXX with respect to recoveries due
under Part A of Article III);
2) an aggregate sublimit for Catastrophe Losses occurring outside
of the United States of America, its territories and
possessions and Canada of $XXX,XXX,XXX; and
3) a per occurrence limit of $XXX,XXX,XXX.
Subject to the limits of this Agreement, "Ultimate Net Loss" also
includes Loss In Excess Of Policy Limits and Extra Contractual
Obligations losses which are incurred as a result of the Corporation's
participation in any Original Policy which provides coverage for such
losses, on the condition that the Corporation has, in advance of any
conduct by the Original Insured in connection with the investigation,
trial or settlement of any claim or failure to pay or delay in payment
of any benefits under any Original Policy, counseled with the Original
Insured and concurred in the Original Insured's course of conduct.
<PAGE>
Employers Reinsurance Corporation
Second Whole Account Aggregate XOL Retro Agreement (E2)
Page 4
DEFINITIONS
- -----------
(continued)
The amount of loss paid or payable by the Corporation shall include all
claim expenses covered under the Original Policy, but shall not include
the Corporation's own claim expenses. Salvages and recoveries,
including recoveries under all other reinsurances, whether collected or
not, are to be first deducted from the amount of the loss paid or
payable to arrive at the amount of liability, if any, attaching
hereunder.
B) The term "Extra Contractual Obligations" shall mean:
1) Eighty percent of any amount paid or payable by the
Corporation in excess of its Policy limits (limited to within
the limit of this Agreement however), but otherwise within the
terms of its Policy (hereinafter called "Loss In Excess Of
Policy Limits"), as a result of an action against it by its
Insured, or its Insured's assignee, to recover damages the
Corporation is legally obligated to pay because of the
Corporation's alleged or actual negligence or bad faith in
rejecting a settlement within its Policy limits, or in
discharging its duty to defend or prepare the defense in the
trial of any action against its Insured, or in discharging its
duty to prepare or prosecute an appeal consequent upon such an
action.
2) Eighty percent of any punitive, exemplary, compensatory or
consequential damages (limited to within the limit of this
Agreement however), other than Loss In Excess Of Policy
Limits, paid or payable by the Corporation as a result of an
action against it by its Insured, its Insured's assignee, or a
third party claimant, which action alleges negligence or bad
faith on the part of the Corporation in handling a claim under
a Policy subject to this Agreement.
The term "Extra Contractual Obligations" shall not include any amount
paid or payable by the Corporation where such amount has been incurred
by the Corporation due to the fraud of a member of the board of
directors, a corporate officer of the Corporation or any other employee
with claims settlement authority, acting individually or collectively
or in collusion with any individual or corporation or any other
organization or party involved in the presentation, defense or
settlement of any claim covered hereunder.
C) The term "Net Retained Liability" shall mean that portion of any Policy
which the Corporation retains net for its own account, however gross of
recoveries from the underlying First Whole Account Aggregate Excess of
Loss Retrocession Agreement (E1), and in calculating the amount of
Ultimate Net Loss hereunder, only loss in respect of that portion of
any Policy which the Corporation retains net for its own account shall
be included.
<PAGE>
Employers Reinsurance Corporation
Second Whole Account Aggregate XOL Retro Agreement (E2)
Page 5
DEFINITIONS
- -----------
(continued)
The amount of the Retrocessionaire's liability under this Agreement
shall not be increased by reason of the inability of the Corporation to
collect from any other Retrocessionaire(s), whether specific or
general, any amounts which may have become due from such
Retrocessionaire(s), whether such inability arises from the insolvency
of such other Retrocessionaire(s) or otherwise.
D) The term "Subject Gross Net Earned Premium Income" or "SGNEPI" shall
mean the Corporation's subject gross premium income written less
premiums paid for cancellations and reductions of rates and for other
reinsurance carried by the Corporation, recoveries under which inure to
the benefit of this Agreement, plus the subject gross net unearned
premium at the beginning of the term, less the subject gross net
unearned premium at the end of the term, said unearned premium being
calculated on a monthly pro rata basis.
E) The term "Catastrophe Losses" shall mean property losses recorded by
the Corporation which involve two or more Policies and total more than
$X,XXX,XXX of incurred loss net of inuring protection(s).
F) The unqualified term "Policy" shall mean all binders, policies,
certificates, agreements, treaties, bonds or contracts of insurance,
reinsurance or retrocession accepted or held covered provisionally or
otherwise underwritten by the Corporation.
G) The term "Original Policy" shall mean the initial binder, policy,
certificate, agreement, bond or contract of insurance that is
subsequently reinsured.
H) The unqualified term "Insured" when used as a noun shall mean the
person who obtained or is otherwise covered by insurance issued by the
Corporation, or the reinsured who obtained reinsurance from the
Corporation, or the retrocedent who obtained retrocession from the
Corporation, as the context so requires.
I) The term "Original Insured" shall mean the entity who obtained or is
otherwise covered by insurance that is subsequently reinsured or
retroceded under this Agreement.
ARTICLE VI
----------
RETROCESSION PREMIUM AND ADJUSTMENT
- -----------------------------------
A minimum and deposit premium of $XX,XXX,XXX is due in 1997 as follows: the
first installment of $X,XXX,XXX at January 1, and installments of $X,XXX,XXX
each at April 1, July 1, and October 1. The retrocession premium shall be an
amount equal to XX% of the amount of Ultimate Net Loss ceded under this
Agreement as reported by the Corporation as of February 1, 1998. The
<PAGE>
Employers Reinsurance Corporation
Second Whole Account Aggregate XOL Retro Agreement (E2)
Page 6
RETROCESSION PREMIUM AND ADJUSTMENT
- -----------------------------------
(continued)
retrocession premium, after deduction of the minimum and deposit premium
previously paid, shall be due at February 15, 1998.
The Corporation shall pay to the Retrocessionaire $X,XXX,XXX of the minimum and
deposit premium at January 1, 1997. The balance of all premium, including
retrocession premium due February 15, 1998, if any, shall be withheld by the
Corporation in an Experience Account for the purpose of subsequent loss payments
and profit sharing.
ARTICLE VII
-----------
EXPERIENCE ACCOUNT BALANCE
- --------------------------
The Corporation shall calculate a notional Experience Account Balance at the end
of each quarter year until expiration of all of the Retrocessionaire's
obligations under this Agreement. At January 1, 1997 the Experience Account
Balance shall be zero. The Experience Account Balance thereafter shall equal:
The Experience Account Balance at the inception of the quarter
plus the minimum and deposit premium, if any, due during the quarter
less $X,XXX,XXX and Federal Excise Tax, if applicable
plus the retrocession premium due hereon, if any, during the quarter
less Federal Excise Tax, if applicable
plus interest credited by applying a rate of X.XXX% against the average
positive Experience Account Balance for the quarter, calculated daily
less the Spread paid to the Retrocessionaire for the quarter
less Ultimate Net Loss paid by the Retrocessionaire for the quarter.
"Spread" shall mean the amount equal to the following percentages of the average
positive Experience Account Balance for the quarter during the following
calendar years, respectively:
A) X.XX% during calendar year 1997;
B) X.XX% during calendar years 1998, 1999 and 2000;
C) X.XXX% during calendar years 2001, 2002 and 2003; and
D) X.XX% during calendar year 2004 and all calendar years thereafter.
At the option of the Retrocessionaire, the accrued Spread shall be paid to the
Retrocessionaire at the end of any quarter in cash or withheld in the Experience
Account.
<PAGE>
Employers Reinsurance Corporation
Second Whole Account Aggregate XOL Retro Agreement (E2)
Page 7
ARTICLE VIII
------------
LOSS SETTLEMENTS
- ----------------
The Corporation shall report quarterly to the Retrocessionaire the development
of the incurred Ultimate Net Loss ceded by a report showing in summary format
the percentage and dollar amount of Ultimate Net Loss for the term, as advised
at February 1, 1998, which has been paid by the Corporation. At such time as the
amount of paid Ultimate Net Loss exceeds the retention under this Agreement, the
Retrocessionaire shall reimburse the Corporation for such paid Ultimate Net Loss
by payment within 30 days of the advice of amounts becoming due. To the extent
the Experience Account is sufficient, the Retrocessionaire may reimburse the
Corporation by consenting to the Corporation retaining for its own account from
the Experience Account the amount of such paid Ultimate Net Loss.
Notwithstanding the above, the Retrocessionaire shall have no obligation to pay
any part of any loss which would cause the Experience Account to be less than
the product of negative 30% and the total premium ceded. Nothing set forth above
shall be construed as prohibiting the Corporation from taking credit for
Ultimate Net Loss ceded as the above is only applicable to cash transactions
under this Agreement.
ARTICLE IX
----------
COMMUTATION AND EXPERIENCE REFUND
- ---------------------------------
This Agreement may be commuted at the Corporation's sole option by giving 90
days advance written notice at any time of its intent to so commute after
expiration of the term.
If at the time of commutation the amount of unpaid Ultimate Net Loss is less
than or equal to the Experience Account Balance, the Retrocessionaire agrees to
pay all unpaid Ultimate Net Loss as of the date of commutation.
If at the time of commutation the amount of unpaid Ultimate Net Loss is greater
than the Experience Account Balance, the unpaid Ultimate Net Loss shall be
commuted at an amount to be mutually agreed. If mutual agreement is not reached,
then no commutation shall be permitted.
In the event that unpaid Ultimate Net Loss is commuted, the Retrocessionaire
agrees to pay an experience refund equal to the positive difference, if any,
between the Experience Account Balance after deduction of the accrued Spread due
the Retrocessionaire, if any, which shall be paid to the Retrocessionaire at
that time, and the commuted value of unpaid Ultimate Net Loss. Such payment of
an experience refund shall be made by the Corporation's retention for its own
account from the Experience Account.
<PAGE>
Employers Reinsurance Corporation
Second Whole Account Aggregate XOL Retro Agreement (E2)
Page 8
COMMUTATION AND EXPERIENCE REFUND
- ---------------------------------
(continued)
Payment by the Retrocessionaire of the commuted unpaid Ultimate Net Loss and the
experience refund, if any, shall constitute a complete and final release of the
Retrocessionaire in respect of its obligations under this Agreement.
Any amount due to the Corporation as calculated above shall be payable by the
Retrocessionaire within 30 days following the date of commutation.
ARTICLE X
---------
COMMUTATION APPROVAL ON CORPORATION'S POLICIES
- ----------------------------------------------
In the event of a commutation of any Policy resulting in the payment of Ultimate
Net Loss in excess of $X,XXX,XXX prior to the time required under the
Corporation's Policies for the term of this Agreement, then the paid Ultimate
Net Loss under this Agreement shall be determined as if such commutation or
other arrangement had not occurred. The analysis to determine both the ultimate
reserve amount and the payout pattern which would have occurred on a commuted
Policy shall, unless waived in writing by the Retrocessionaire, be made on the
basis of an independent reserve analysis. The Retrocessionaire will select a
firm acceptable to the Corporation to conduct the analysis. The Retrocessionaire
shall bear the cost of such analysis and the results of such analysis shall be
binding in determining the ultimate reserve amount and payout pattern for the
commuted reinsurance contract.
ARTICLE XI
----------
EXPIRATION DURING LOSS
- ----------------------
(This article applies only to property insurance and reinsurance.)
If this Agreement expires while an occurrence covered hereunder is in progress,
the Retrocessionaire's liability hereunder shall, subject to the other terms and
conditions of this Agreement, be determined as if the entire occurrence had
taken place prior to the expiration of this Agreement, provided that no part of
such occurrence is claimed against any renewal or replacement of this Agreement.
<PAGE>
Employers Reinsurance Corporation
Second Whole Account Aggregate XOL Retro Agreement (E2)
Page 9
ARTICLE XII
-----------
STOP LOSS (AGGREGATE) INCLUSION
- -------------------------------
All aggregate Policies coming within the scope of this Agreement shall be
covered on a risks attaching basis rather than on an occurrence basis. An
aggregate Policy issued for a period of more than 12 months shall be considered
as attaching at each anniversary date of such Policy while such Policy is in
force.
ARTICLE XIII
------------
WARRANTY
- --------
The Corporation shall not introduce any change in its generally established
practices, including but not limited to accounting, claims, acceptance and
underwriting policies, in respect of the business which is the subject of this
Agreement without the prior approval of the Retrocessionaire, and such approval
shall not be unreasonably withheld by the Retrocessionaire. The Corporation
specifically warrants that it will not change its gross line guide nor inuring
protections without prior advice to and approval from the Retrocessionaire, and
such approval shall not be unreasonably withheld by the Retrocessionaire.
ARTICLE XIV
-----------
CURRENCY
- --------
All financial transactions contemplated by this Agreement shall be in the
currency of the United States of America.
ARTICLE XV
----------
ACCESS TO RECORDS
- -----------------
At any reasonable time, the Retrocessionaire or its designated representatives
shall have free access to all records of the Corporation which pertain to this
Agreement.
ARTICLE XVI
-----------
ERRORS AND OMISSIONS
- --------------------
Any inadvertent delays, omissions or errors shall not be held to relieve either
party hereto from any liability which would attach to it hereunder if such
delay, omission or error had not been made, provided such delay, omission or
error is rectified upon discovery, and does not impose any greater liability
upon the other party than would have attached hereunder if the delay, omission
or error had not occurred.
<PAGE>
Employers Reinsurance Corporation
Second Whole Account Aggregate XOL Retro Agreement (E2)
Page 10
ARTICLE XVII
------------
TAXES
- -----
In consideration of the terms under which this Agreement is entered into, the
Corporation will not claim a deduction in respect of the premium hereon when
making tax returns, other than income or profits tax returns, to any state or
territory of the United States of America, the District of Columbia or Canada,
and the Corporation will be liable for payment of all premium taxes on premium
ceded under this Agreement.
ARTICLE XVIII
-------------
OFFSET
- ------
The Corporation and the Retrocessionaire shall have the right to offset any
balance(s) due from one to the other under this Agreement. The party asserting
the right of offset may exercise such right any time whether the balance(s) due
are on account of premiums or losses or otherwise. In the event of the
insolvency of a party hereto, offset shall only be allowed in accordance with
the provision of Section 7427 of the Insurance Law of the State of New York.
ARTICLE XIX
-----------
INSOLVENCY
- ----------
In the event of the insolvency of the Corporation, the retrocession under this
Agreement shall be payable directly to the Corporation or to its liquidator,
receiver, conservator or statutory successor on the basis of the liability of
the Corporation without diminution because of the insolvency of the Corporation
or because the liquidator, receiver, conservator or statutory successor of the
Corporation has failed to pay all or a portion of any claim. It is agreed,
however, that the liquidator, receiver, conservator or statutory successor of
the Corporation shall give written notice to the Retrocessionaire of the
pendency of a claim against the Corporation indicating the Policy reinsured
which claim would involve a possible liability on the part of the
Retrocessionaire within a reasonable time after such claim is filed in the
conservation or liquidation proceeding or in the receivership, and that during
the pendency of such claim, the Retrocessionaire may investigate such claim and
interpose, at its own expense, in the proceeding where such claim is to be
adjudicated, any defense or defenses that it may deem available to the
Corporation or its liquidator, receiver, conservator or statutory successor. The
expense thus incurred by the Retrocessionaire shall be chargeable, subject to
the approval of the Court, against the Corporation as part of the expenses of
conservation or liquidation to the extent of a pro rata share of the benefit
which may accrue to the Corporation solely as a result of the defense undertaken
by the Retrocessionaire.
<PAGE>
Employers Reinsurance Corporation
Second Whole Account Aggregate XOL Retro Agreement (E2)
Page 11
INSOLVENCY
- ----------
(continued)
Where two or more Retrocessionaires are involved in the same claim and a
majority in interest elect to interpose defense of such claim, the expense shall
be apportioned in accordance with the terms of this Agreement as though such
expense had been incurred by the Corporation.
It is further understood and agreed that, in the event of the insolvency of the
Corporation, the retrocession under this Agreement shall be payable directly by
the Retrocessionaire to the Corporation or to its liquidator, receiver,
conservator or statutory successor, except as provided by Section 4118(a) of the
New York Insurance Law or except (a) where the Agreement specifically provides
another payee of such retrocession in the event of the insolvency of the
Corporation and (b) where the Retrocessionaire with the consent of the direct
Insured or Insureds has assumed such Policy obligations of the Corporation as
direct obligations of the Retrocessionaire to the payees under such Policies and
in substitution for the obligations of the Corporation to such payees.
ARTICLE XX
----------
ARBITRATION
- -----------
As a condition precedent to any right of action hereunder, any dispute arising
out of this Agreement shall be submitted to the decision of a board of
arbitration composed of two arbitrators and an umpire, meeting in Overland Park,
Kansas, unless otherwise mutually agreed by the Corporation and the
Retrocessionaire.
The members of the board of arbitration shall be active or retired disinterested
officials of insurance or reinsurance companies, or underwriters at Lloyd's,
London. Each party shall appoint its arbitrator and the two arbitrators shall
choose an umpire before instituting the hearing. In the event that either party
should fail to choose an arbitrator within 30 days following a written request
by the other party to enter upon arbitration, the requesting party may choose
two arbitrators who shall in turn choose an umpire before entering upon
arbitration. In the event the two arbitrators fail to agree on an umpire either
party shall have the right to submit the matter to the American Arbitration
Association in effect at that time to name an umpire in accordance with the
qualifications provided hereinabove.
Each party shall present its case to the arbitrators within 60 days following
the date of their appointment. The board shall make its decision with regard to
the custom and usage of the insurance and reinsurance business. The board shall
issue its decision in writing based upon a hearing in which evidence may be
introduced without following strict rules of evidence but in which cross
examination and rebuttal shall be allowed. The board shall make its decision
within 60 days following the termination of the hearings unless the parties
consent to an extension. The majority decision of the board shall be final and
binding upon all parties to the proceeding. Judgment upon the final decision of
the board may be entered in any court of competent jurisdiction.
<PAGE>
Employers Reinsurance Corporation
Second Whole Account Aggregate XOL Retro Agreement (E2)
Page 12
ARBITRATION
- -----------
(continued)
If more than one Retrocessionaire is involved in the same dispute, all such
Retrocessionaires shall constitute and act as one party for purposes of this
Article and communications shall be made by the Corporation to each of the
Retrocessionaires constituting the one party, provided, however, that nothing
shall impair the rights of such Retrocessionaires to assert several, rather than
joint, defenses or claims, nor be construed as changing the liability of the
Retrocessionaires under the terms of this Agreement from several to joint.
Each party shall bear the expense of its own arbitrator and shall jointly and
equally bear with the other party the expense of the umpire. In the event both
arbitrators are chosen by one party, the expense of the arbitrators and the
umpire shall be jointly and equally borne between the parties. The remaining
costs of the arbitration proceedings shall be allocated by the board.
This Article shall survive the termination of this Agreement.
ARTICLE XXI
-----------
NONWAIVER
- ---------
The failure of the Corporation or the Retrocessionaire to insist on compliance
with this Agreement or to exercise any right or remedy hereunder shall not
constitute a waiver of any rights or remedies contained herein, nor stop either
party from thereafter demanding full and complete compliance nor prevent either
party from exercising such rights or remedies in the future.
ARTICLE XXII
------------
INTERMEDIARY
- ------------
Bates Turner LLC is hereby recognized as the Intermediary negotiating this
Agreement for business hereunder. All communications (including, but not limited
to, notices, statements, premiums, return premiums, commissions, taxes, losses,
loss adjustment expenses, salvages and loss settlements) relating hereto shall
be transmitted to the Corporation or the Retrocessionaire through Bates Turner
LLC, 5200 Metcalf, P.O. Box 2959, Overland Park, Kansas, 66201. Payments by the
Corporation to the Intermediary shall constitute payment to the Retrocessionaire
to the extent of such payments. Payments by the Retrocessionaire to the
Intermediary shall only constitute payment to the Corporation to the extent that
such payments are actually received by the Corporation.
<PAGE>
Employers Reinsurance Corporation
Second Whole Account Aggregate XOL Retro Agreement (E2)
Page 13
ARTICLE XXIII
-------------
PARTICIPATION AND SIGNATURES
- ----------------------------
This Agreement obligates the Retrocessionaire specifically identified below
("Subscribing Retrocessionaire") for XX.XX% of the liability and amounts set
forth under this Agreement and the Subscribing Retrocessionaire is entitled to a
corresponding part of the premiums set forth under this Agreement.
The share of the Subscribing Retrocessionaire in the interests and liabilities
of all retrocessionaires in respect of this Agreement shall be separate and
apart from the shares of the other retrocessionaires to this Agreement, and the
interests and liabilities of the Subscribing Retrocessionaire shall be several
and not joint with those of the other retrocessionaires and in no event shall
the Subscribing Retrocessionaire participate in the interests and liabilities of
the other retrocessionaires.
IN WITNESS WHEREOF, the parties hereto by their duly authorized officers have
executed this Agreement in triplicate.
At Overland Park, Kansas, this 1st day of May, 1997.
--- ---
EMPLOYERS REINSURANCE CORPORATION
By: /s/ Hoyt H. Wood, Jr.
--------------------------------------
Attest: /s/ Jane R. Gruschka
----------------------------------
At New York, New York, this 21st day of May, 1997.
---- ---
NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA
Per AIG Reinsurance Advisors, Inc.
By: /s/ Robert J. Coords
--------------------------------------
Attest: /s/ Dee Klock
----------------------------------
<PAGE>
<TABLE>
<CAPTION>
Exhibit 12
GE GLOBAL INSURANCE HOLDING CORPORATION
AND SUBSIDIARIES
Computation of Ratio of Earnings to Fixed Charges
Year ended December 31,
-----------------------------------------------------------------
(In millions) 1997 1996 1995 1994 1993
-----------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Earnings:
Earnings before income taxes $ 882 $780 $561 $409 $395
Fixed charges
Minority interest in net earnings of
consolidated subsidiaries (1) 83 84 95 97 92
Interest expense (2) 47 47 20 3 2
------ ---- ---- ---- ----
$1,012 $911 $676 $509 $489
====== ==== ==== ==== ====
Fixed charges:
Minority interest in net earnings of
consolidated subsidiaries (3) $113 $110 $115 $108 $111
Interest expense (2) 47 47 20 3 2
---- ---- ---- ---- ----
$160 $157 $135 $111 $113
==== ==== ==== ==== ====
Ratio of earnings to fixed charges 6.33 5.80 5.01 4.59 4.33
==== ==== ==== ==== ====
</TABLE>
(1) Minority interest in net earnings of consolidated subsidiaries includes
earnings from purchased affiliates and dividends on subsidiary's preferred
stock.
(2) Interest expense includes an amount for one-third of the annual rental
expense which the Company believes is a reasonable approximation of the
interest factor for such rentals.
(3) The fixed charges amounts for minority interest in net earnings of
consolidated subsidiaries represent the pretax earnings amounts which would
be required to cover such fixed charges as calculated below:
Earnings From Purchased Affiliates or
Subsidiary's Preferred Stock Dividend Requirement
-------------------------------------------------
100% - Income Tax Rate
The income tax rate is based on the relationship of the provision for
income tax expense to earnings before income taxes for the respective
period.
60
<PAGE>
The Board of Directors
GE Global Insurance Holding Corporation:
We consent to incorporation by reference in the registration statement (No.
33-80193) on Form S-3 of GE Global Insurance Holding Corporation of our report
dated January 23, 1998, relating to the consolidated statements of financial
position of GE Global Insurance Holding Corporation and subsidiaries as of
December 31, 1997 and 1996, and the related consolidated statements of earnings,
stockholder's equity and cash flows for each of the years in the three-year
period ended December 31, 1997, and all related schedules, which report appears
in the December 31, 1997, annual report on Form 10-K of GE Global Insurance
Holding Corporation.
KPMG Peat Marwick LLP
Kansas City, Missouri
March 26, 1998
<TABLE> <S> <C>
<ARTICLE> 7
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<DEBT-HELD-FOR-SALE> 14,816
<DEBT-CARRYING-VALUE> 0
<DEBT-MARKET-VALUE> 0
<EQUITIES> 2,513
<MORTGAGE> 0
<REAL-ESTATE> 0
<TOTAL-INVEST> 18,343
<CASH> 269
<RECOVER-REINSURE> 2,791
<DEFERRED-ACQUISITION> 844
<TOTAL-ASSETS> 27,532
<POLICY-LOSSES> 14,870
<UNEARNED-PREMIUMS> 1,244
<POLICY-OTHER> 0
<POLICY-HOLDER-FUNDS> 1,125
<NOTES-PAYABLE> 575
0
150
<COMMON> 5
<OTHER-SE> 5,219
<TOTAL-LIABILITY-AND-EQUITY> 27,532
4,467
<INVESTMENT-INCOME> 910
<INVESTMENT-GAINS> 303
<OTHER-INCOME> 104
<BENEFITS> 3,260
<UNDERWRITING-AMORTIZATION> 1,073
<UNDERWRITING-OTHER> 486
<INCOME-PRETAX> 882
<INCOME-TAX> 234
<INCOME-CONTINUING> 648
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 648
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<RESERVE-OPEN> 9,458
<PROVISION-CURRENT> 2,438
<PROVISION-PRIOR> 71
<PAYMENTS-CURRENT> 612
<PAYMENTS-PRIOR> 1,949
<RESERVE-CLOSE> 9,114
<CUMULATIVE-DEFICIENCY> 60
</TABLE>
