<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, 1998
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 March 24, 1999. None.
At March 24, 1999, 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 the 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 7A. Quantitative and Qualitative Disclosures About Market Risk.....................22
Item 8. Financial Statements and Supplementary Data....................................22
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure....................................................22
PART III
Item 10. Directors and Executive Officers of the Registrant.............................22
Item 11. Executive Compensation.........................................................22
Item 12. Security Ownership of Certain Beneficial Owners and Management.................23
Item 13. Certain Relationships and Related Transactions.................................23
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K................23
</TABLE>
<PAGE>
PART I
Item 1. Business.
GE Global Insurance Holding Corporation ("GE Global Insurance" 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 outstanding common stock of GE Global
Insurance is owned by General Electric Capital Services, Inc. ("GE Capital
Services"), which in turn is wholly-owned by General Electric Company ("GE
Company").
The principal executive offices of GE Global Insurance 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 Insurance is one of the largest reinsurance groups in the world, with
subsidiaries providing risk management solutions for well over a century. The
Company writes substantially all types of property and casualty, healthcare and
life reinsurance and some lines of primary health, property and casualty and
excess workers' compensation insurance.
The Company conducts business and services its accounts through a network of
local offices located in cities throughout the world. As of December 31, 1998,
the Company had 19 offices in the North American region, 10 offices in the
European region, 10 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.
The Company also competes in the reinsurance broker market throughout the world.
During 1998 and in early 1999, the Company has significantly expanded its
presence in the reinsurance broker market by acquiring Kemper Reinsurance
Company ("Kemper Re") and Eagle Star Reinsurance Company Limited ("Eagle Star
Re") (See Notes 3 and 17 to the consolidated financial statements). The
acquisitions of Kemper Re and Eagle Star Re significantly enhance the Company's
distribution channel in the worldwide reinsurance broker market and further
enables the Company to respond to the growing risk management needs of a wider
and more diverse group of customers. The acquisitions of Kemper Re and Eagle
Star Re position the Company as one of the largest reinsurance broker writers in
the world.
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.
Retrocessional coverage represents a form of secondary reinsurance where a
reinsurer seeks reinsurance coverage on a specified reinsurance agreement. 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 revenues by
concentrating on select profitable customer segments and delivering
comprehensive risk transfer and risk management solutions. The Company does not
intend, however, to increase premium income at the expense of its underwriting
results.
The Company, as a result of General Electric Capital Corporation's ("GE Capital
Corporation" - a wholly-owned subsidiary of GE Capital Services) 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 in 1997. During 1998, the Company, either directly or
through its affiliates, acquired three major property and casualty
insurance/reinsurance businesses which strengthens its global presence in the
Fortune 1000 commercial property markets, the broker-serviced markets and the
healthcare product lines.
The Company has established a Financial Market Products ("FMP") unit which will
address the needs of customers seeking innovative risk transfer solutions,
globally. FMP will partner with an affiliate, GECC Capital Markets Group, Inc.,
to deliver the full range of services desired by this growing customer segment.
Other than start-up administrative expenses, the Company's 1998 results do not
reflect any significant revenues or operating results from products and services
being contemplated by the FMP unit.
On January 6, 1998, the Company purchased the assets and assumed the renewal
rights of Industrial Risk Insurers ("IRI"), a leader in providing highly
protected risk property insurance, for a cash consideration of approximately
$235 million. The business underwritten through IRI is 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 writes
business utilizing the licensing authority of HSB and the business underwritten
is subsequently allocated to HSB and the Company in accordance with certain
reinsurance agreements between HSB and the Company. 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.
In the fourth quarter of 1998, the Company completed the acquisitions of Medical
Protective Corporation ("Medical Protective") and Kemper Re. Medical Protective
is the oldest medical professional liability insurer of physicians and dentists
in the United States. The cash consideration of approximately $628 million was
financed be GE Capital Corporation via an interim loan agreement. Kemper Re is a
property and casualty reinsurance company principally doing business through
intermediaries. The cash consideration of approximately $468 million was
financed by utilizing existing unused credit facilities.
Also in recent years, the Company has expanded its global business through the
extension of its local office network. The Company opened offices in Kuala
Lumpar and Shanghai in 1998, Buenos Aires and Montreal in 1997 and Sydney,
Melbourne, Brisbane and Auckland in 1996. 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 ("P&C") 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
geographic breakdown, based on net premiums written, of the Company's principal
product lines is summarized as follows:
<TABLE>
<CAPTION>
Year ended December 31,
-------------------------------------------------------------------------
(In millions) 1998 1997 1996
--------------------- --------------------- ---------------------
Inter- Inter- Inter-
Domestic national Domestic national Domestic national
--------------------- --------------------- ---------------------
<S> <C> <C> <C> <C> <C> <C>
Property and Casualty Segment
Property and Casualty......... $1,487 $2,306 $1,038 $1,592 $1,167 $2,196
Healthcare.................... 514 83 432 92 405 -
Specialty..................... 498 - 339 - 169 -
Life Segment..................... 422 674 512 540 189 447
------ ------ ------ ------ ------ ------
Total......................... $2,921 $3,063 $2,321 $2,224 $1,930 $2,643
====== ====== ====== ====== ====== ======
</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 63%
of the Company's worldwide net premiums written in 1998. 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, 1998,
approximately 48% of the Company's domestic net premiums written from the
property and casualty segment were derived from property reinsurance,
approximately 45% from casualty reinsurance and approximately 7% from other
lines of reinsurance. Based on 1998 net premiums written, approximately 63% of
the Company's domestic property and casualty reinsurance was written on a direct
basis, with the remainder written through 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, 1998, approximately 46%
of the Company's international net premiums written from property and casualty
reinsurance was derived from property reinsurance, approximately 25% from
casualty reinsurance, approximately 24% from aviation and marine reinsurance and
approximately 5% from other lines of reinsurance. Based on 1998 net premiums
written, approximately 59% of the Company's international property and casualty
business was written on a direct basis, with the remainder written through
brokers.
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, leveraging it acquisition of Medical
Protective and 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 has significantly increased the specialty business'
premium volume and has provided 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,
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 19% of the Company's worldwide business in 1998.
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 France, Germany, Greece, Israel, Italy, Mexico,
Scandinavia, Singapore, Spain and the United Kingdom. For the year ended
December 31, 1998, approximately 65% 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. The two principal categories of
transactions are financial reinsurance and financial risk reinsurance. Financial
reinsurance typically has a duration of three to five years. Financial risk
reinsurance represents a longer term traditional risk sharing arrangement where
reinsurance is provided on existing portfolios of in force business. The
Company's focus in the past year has been on expanding the financial risk
reinsurance line.
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 Insurance'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, 1998, approximately 2% of the Company's net international reserves
($69 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 90% of the amount of
claim reserve development (adjusted for certain income and expenses) from 1988
through December 31, 1997. The Company is currently negotiating the settlement
of this loss development guarantee with Baltica.
Reserve Development. The development of the Company's net balance sheet property
and casualty liabilities for unpaid claims and claim expenses for accident years
1988 through 1998 is summarized in the following table:
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 1988 to 1998.
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, ..., 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, 1998", 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, 1998, 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, 1998, 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 table.
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, 1998
Year ended December 31,
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(In millions) 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998
--------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net liability for unpaid
claims and claim
expenses $3,087 $3,338 $3,579 $3,596 $ 3,991 $ 4,525 $ 5,071 $ 9,351 $ 9,458 $ 9,114 $12,495
Paid (cumulative) as of:
One year later......... 681 706 747 665 802 949 1,115 1,964 1,949 2,176 ---
Two years later........ 1,064 1,125 1,119 1,103 1,274 1,602 1,804 3,130 3,189 --- ---
Three years later...... 1,432 1,469 1,524 1,499 1,739 2,054 2,341 3,933 --- --- ---
Four years later....... 1,687 1,746 1,772 1,784 2,036 2,424 2,708 --- --- --- ---
Five years later....... 1,919 1,929 1,989 2,008 2,293 2,690 --- --- --- --- ---
Six years later........ 2,065 2,072 2,173 2,208 2,485 --- --- --- --- --- ---
Seven years later...... 2,221 2,229 2,348 2,362 --- --- --- --- --- --- ---
Eight years later...... 2,347 2,380 2,482 --- --- --- --- --- --- --- ---
Nine years later....... 2,478 2,495 --- --- --- --- --- --- --- --- ---
Ten years later........ 2,581 --- --- --- --- --- --- --- --- --- ---
Net liability
re-estimated as of:
One year later......... $3,134 $3,390 $3,616 $3,625 $ 3,919 $ 4,612 $ 5,173 $ 9,192 $ 9,229 $ 9,179 ---
Two years later........ 3,220 3,482 3,583 3,587 4,066 4,656 5,313 8,959 9,127 --- ---
Three years later...... 3,346 3,462 3,564 3,701 4,095 4,793 5,256 8,907 --- --- ---
Four years later....... 3,360 3,472 3,654 3,687 4,238 4,747 5,155 --- --- --- ---
Five years later....... 3,406 3,537 3,635 3,818 4,154 4,668 --- --- --- --- ---
Six years later........ 3,470 3,521 3,758 3,771 4,075 --- --- --- --- --- ---
Seven years later...... 3,494 3,626 3,734 3,711 --- --- --- --- --- --- ---
Eight years later...... 3,582 3,608 3,674 --- --- --- --- --- --- --- ---
Nine years later....... 3,575 3,567 --- --- --- --- --- --- --- --- ---
Ten years later........ 3,549 --- --- --- --- --- --- --- --- --- ---
Redundancy (Deficiency)
at December 31, 1998 (462) (229) (95) (115) (84) (143) (84) 444 331 (65) ---
Effect of foreign
exchange (1) 7 16 (16) (20) 4 26 11 (309) (228) 81 ---
------ ------ ------ ------ ------- ------- ------- ------- ------- ------- -------
Redundancy (Deficiency)
at December 31, 1998,
excluding foreign
exchange $ (455) $ (213) $ (111) $ (135) $ (80) $ (117) $ (73) $ 135 $ 103 $ 16 $ ---
====== ====== ====== ====== ======= ======= ======= ======= ======= ======= =======
</TABLE>
<TABLE>
<CAPTION>
(In millions) 1992 1993 1994 1995 1996 1997 1998
--------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at December 31 - gross............................... $ 4,815 $ 5,312 $ 6,020 $11,145 $10,869 $10,936 $15,342
Less reinsurance recoverables................................ (824) (787) (949) (1,794) (1,411) (1,822) (2,847)
------- ------- ------- ------- ------- ------- -------
Balance at December 31 - net................................. 3,991 4,525 5,071 9,351 9,458 9,114 12,495
------- ------- ------- ------- ------- ------- -------
Latest re-estimated liability - gross........................ 5,179 5,726 6,298 10,630 10,797 11,065 ---
Latest re-estimated reinsurance recoverables................. (1,104) (1,058) (1,143) (1,723) (1,670) (1,886) ---
------- ------- ------- ------- ------- ------- -------
Latest re-estimated liability - net.......................... 4,075 4,668 5,155 8,907 9,127 9,179 ---
------- ------- ------- ------- ------- ------- -------
Gross redundancy (deficiency)................................ (364) (414) (278) 515 72 (129) ---
Effect of foreign exchange (1)............................... 4 27 11 (377) (271) 101 ---
------- ------- ------- ------- ------- ------- -------
Gross redundancy (deficiency), excluding foreign exchange.... $ (360) $ (387) $ (267) $ 138 $ (199) $ (28) $ ---
======= ======= ======= ======= ======= ======= =======
</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. 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
<PAGE>
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 expense reserve
deficiencies developed to December 31, 1998, as reflected in the preceding
table, included reserve deficiencies of approximately $130 million in 1988, $79
million in 1989, $48 million in 1990 and $23 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 Corporation. 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 expense 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 expense reserve development by
increasing rates and strengthening claims and claim expense 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 Company's reconciliation of its beginning and ending property and casualty
reserves for unpaid claims and claim expenses on a GAAP basis is summarized as
follows:
<TABLE>
<CAPTION>
Year ended December 31,
----------------------------------
(In millions) 1998 1997 1996
----------------------------------
<S> <C> <C> <C>
Balance at January 1 - gross.................... $10,936 $10,869 $11,145
Less reinsurance recoverables................... (1,822) (1,411) (1,794)
------- ------- -------
Balance at January 1 - net...................... 9,114 9,458 9,351
------- ------- -------
Claims and expenses incurred:
Current year................................. 3,286 2,438 2,763
Prior years.................................. (126) 71 106
------- ------- -------
3,160 2,509 2,869
------- ------- -------
Claims and expenses paid:
Current year................................. (1,074) (612) (485)
Prior years.................................. (2,176) (1,949) (1,990)
------- ------- -------
(3,250) (2,561) (2,475)
------- ------- -------
Claim reserves related to acquired companies.... 3,470 - -
Foreign exchange and other...................... 1 (292) (287)
------- ------- -------
Balance at December 31 - net.................... 12,495 9,114 9,458
Add reinsurance recoverables.................... 2,847 1,822 1,411
------- ------- -------
Balance at December 31 - gross.................. $15,342 $10,936 $10,869
======= ======= =======
</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 2% and 3% at
December 31, 1998 and 1997, respectively. The amortization of discount is
included in current operating results as part of the development of prior year
liabilities.
8
<PAGE>
Long-term disability discounts accrued as a percentage of claims, claim expenses
and policy benefits were less than 1%, approximately 1% and 5% for the years
ended December 31, 1998, 1997 and 1996, respectively. Discounts amortized as a
percentage of claims, claim expenses and policy benefits were less than 1%,
approximately 1% and 2% for the years ended December 31, 1998, 1997 and 1996,
respectively.
The Company's reconciliation of its property and casualty reserves for unpaid
claims and claim expenses between statutory basis and GAAP basis is summarized
as follows:
<TABLE>
<CAPTION>
December 31,
---------------------------------
(In millions) 1998 1997 1996
---------------------------------
<S> <C> <C> <C>
Statutory basis reserves for U.S. companies - net.... $ 7,679 $ 5,527 $ 5,875
Adjustments to GAAP basis (1)........................ 667 (118) (435)
------- ------- -------
GAAP basis reserves for U.S. companies - net......... 8,346 5,409 5,440
GAAP basis reserves for non-U.S. companies - net..... 4,149 3,705 4,018
------- ------- -------
Total GAAP basis reserves - net...................... 12,495 9,114 9,458
Add reinsurance recoverables......................... 2,847 1,822 1,411
------- ------- -------
GAAP basis reserves - gross.......................... $15,342 $10,936 $10,869
======= ======= =======
</TABLE>
(1) Statutory basis reserve offsets and reserves reclassified to contract
deposit assets or 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. During 1997, the Company's international operations 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 three-year development of claims and claim expense reserves associated with
the Company's asbestos and environmental claims, including case and IBNR
reserves, is summarized as follows:
<TABLE>
<CAPTION>
Year ended December 31,
-------------------------------
(In millions) 1998 1997 1996
-------------------------------
<S> <C> <C> <C>
Balance at January 1 - gross.................... $ 462 $ 368 $ 436
Less reinsurance recoverables................... (193) (174) (240)
----- ----- -----
Balance at January 1 - net...................... 269 194 196
Claims and expenses incurred.................... 35 54 19
Claim identification and IBNR allocation........ - 43 (1) -
Claims and expenses paid........................ (39) (22) (21)
Claim reserves related to acquired companies.... 524 - -
----- ----- -----
Balance at December 31 - net.................... 789 269 194
Add reinsurance recoverables.................... 206 193 174
----- ----- -----
Balance at December 31 - gross.................. $ 995 $ 462 $ 368
===== ===== =====
</TABLE>
(1) Prior to 1997, the Company's international operations were unable to
identify and segregate 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. Beginning in 1997, the Company
began identifying and segregating the asbestos and environmental claims
related to its international operations.
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.
9
<PAGE>
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,
financial position or cash flows.
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 has evaluated the possibility of experiencing an
increase in property and casualty insurance and reinsurance claims and claim
expenses arising as a result of Year 2000-related exposures. Management is
unable to reasonably estimate the amount or range of loss that may occur due to
the uncertainty surrounding the likelihood of computer system failures and what
portion, if any, will be deemed to be insured losses. Accordingly, the Company
is unable to determine whether such losses may have an adverse effect on its
results of operations, financial position or cash flows. The Company's loss
mitigation strategy includes adding Year 2000 considerations to its underwriting
guidelines, as well as its decisions to purchase retrocessional coverage. In
addition, the Company employs an active claims management strategy which will
include the coordinated handling of any Year 2000-related claims.
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 3.00% to 8.50% per annum at December 31, 1998. 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
investment contracts are guaranteed for the policy terms with renewal rates
determined by the Company. Such crediting interest rates ranged from 3.00% to
9.00% per annum in 1998.
Regulatory Matters
GE Global Insurance and its domestic subsidiaries are subject to regulation
under the insurance statutes, including insurance holding company statutes, of
various states, including Missouri, Kansas, Indiana and Illinois, the
domiciliary states of GE Global Insurance's principal domestic insurance company
subsidiaries. The international subsidiaries of ERC (the "ERC Frankona Group")
are subject to regulation under insurance statutes of various foreign countries.
General. The regulation and supervision to which GE Global Insurance'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 Insurance 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, 1998, each of GE
Global Insurance's domestic insurance company 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 Subsidiaries. Because the operations of GE Global Insurance are
conducted primarily through Employers Reinsurance Corporation ("ERC") and Kemper
Re, GE Global Insurance is dependent upon dividends and tax allocation and other
payments primarily from ERC and Kemper Re to service its debt and meet its other
obligations. The payment of dividends and other payments to GE Global Insurance
by ERC and Kemper Re are subject to limitations imposed by the Missouri and
Illinois Insurance Codes, respectively. 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,
Missouri or Illinois 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 1999 by ERC
without prior regulatory approval is $410 million after December 30, 1999. Of
this amount, $96 million is committed to pay dividends on the preferred stock
issued by ERC to GE Capital Corporation. Kemper Re will not be able to make any
dividend payments during 1999 without the prior approval of the Director of
Insurance for the State of Illinois.
International Regulations. Based on 1998 net premiums written, approximately 51%
of the Company's business is carried on outside of the United States. 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
participating 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 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.
Item 4. Submission of Matters to a Vote of Security Holders.
Omitted
PART II
Item 5. Market for the Registrant's Common Equity and Related Stockholder
Matters.
All of the common stock of GE Global Insurance, 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 Insurance paid
dividends on its common stock on December 30, 1998 of $270 million.
Item 6. Selected Financial Data.
<TABLE>
<CAPTION>
Consolidated Financial Data
Year ended December 31,
------------------------------------------------------------
(In millions) 1998 1997 1996 1995 1994
------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Total revenues................................ $ 7,203 $ 5,784 $ 5,751 $ 4,798 $ 3,148
Net premiums written.......................... 5,984 4,545 4,573 3,561 2,573
Net investment income......................... 985 910 837 676 528
Net realized gains on investments............. 432 303 223 191 103
Earnings before income taxes.................. 1,070 882 780 561 409
Net earnings.................................. 779 648 567 437 358
Total investments............................. 21,987 18,343 16,479 15,394 9,850
Total assets.................................. 35,047 27,532 25,388 25,613 14,496
Stockholder's equity.......................... $ 6,020 $ 5,374 $ 4,760 $ 4,191 $ 2,722
Return on equity (average).................... 13.7% 12.8% 12.7% 12.6% 12.7%
Stockholder's equity, excluding unrealized
gains (losses) on investment securities.... $ 5,088 $ 4,628 $ 4,260 $ 3,755 $ 2,888
Return on equity (average), excluding
unrealized gains (losses) on investment
securities................................. 16.0% 14.6% 14.1% 13.2% 13.0%
</TABLE>
12
<PAGE>
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Overview
Year Ended December 31, 1998 Compared to Year Ended December 31, 1997
Net premiums written increased $1,439 million or 32% in 1998, primarily
attributable to growth in various product lines, including new P&C business
associated with the acquisition of the renewal rights of business from IRI and
Coregis and the acquisitions of Medical Protective and Kemper Re. This increase
was partially offset by three significant quota share life reinsurance contracts
obtained in 1997 that did not recur in 1998, the impact of foreign currency
translation in association with the strengthening of the U.S. dollar and
continued competitive market conditions.
Net earnings increased $131 million or 20% in 1998, including an increase in
after-tax net realized gains on investments of $75 million. Excluding after-tax
net realized gains on investments, net earnings increased $56 million or 12% in
1998. This increase was primarily attributable to a $75 million increase in net
investment income, primarily due to the acquisitions of Medical Protective and
Kemper Re and continued growth in the investment portfolios, and a $47 million
increase in other revenues, primarily due to an increase in revenues generated
from investment-related life reinsurance products and financial reinsurance
transactions. These increases were partially offset by a decrease in
underwriting results reflecting increased underwriting and operating expenses
associated with the acquisitions and continued competitive market conditions.
Year Ended December 31, 1997 Compared to Year Ended December 31, 1996
Net premiums written in 1997 were $4,545 million compared to $4,573 million in
1996. The slight decrease was primarily attributable to a decrease in
international P&C net premiums written reflecting competitive market conditions,
the repositioning of certain portfolios to minimize loss accumulations and the
impact of foreign currency translation in association with the strengthening of
the U.S. dollar. This decrease in international P&C 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 P&C business obtained as a result of GE Capital
Corporation's acquisition of the renewal rights of business from Coregis.
Net earnings increased $81 million or 14% in 1997, including an increase in
after-tax net realized gains on investments of $49 million. Excluding after-tax
net realized gains on investments, net earnings increased $32 million or 7% in
1997. This increase was primarily attributable to a $73 million increase in net
investment income, primarily due to continued growth in the investment
portfolios, and a $61 million increase in other revenues, primarily due to an
increase in revenues generated from investment-related life reinsurance products
and financial reinsurance transactions. These increases were partially offset by
a decrease in P&C underwriting results reflecting increased underwriting and
operating expenses and competitive market conditions.
13
<PAGE>
Domestic Property and Casualty Business
<TABLE>
<CAPTION>
Year ended December 31,
-------------------------------
(In millions) 1998 1997 1996
-------------------------------
<S> <C> <C> <C>
Net premiums written............................ $2,499 $1,809 $1,741
Net underwriting loss........................... (58) (64) (98)
Net investment income........................... 419 389 390
Earnings before income taxes.................... 601 489 415
Net realized gains on investments............... 311 212 169
Earnings before income taxes, excluding
net realized gains on investments............ 290 277 246
GAAP ratios (1):
GAAP claims and claim expense ratio.......... 68.9% 70.8% 75.7%
GAAP underwriting expense ratio.............. 33.6% 33.0% 29.7%
----- ----- -----
GAAP combined ratio.......................... 102.5% 103.8% 105.4%
===== ===== =====
</TABLE>
(1) Represents data for the applicable periods calculated in accordance with
GAAP. Claims and claim expense 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
expense ratio and the underwriting expense ratio.
Net premiums written increased $690 million or 38% in 1998, primarily
attributable to growth in various product lines, including new P&C business
associated with the acquisition of the renewal rights of business from IRI and
Coregis and the acquisitions of Medical Protective and Kemper Re, partially
offset by continued competitive market conditions. Net premiums written
increased $68 million or 4% in 1997, primarily attributable to new business
associated with GE Capital Corporation's acquisition of the renewal rights of
business from Coregis and growth in the national accounts business, partially
offset by the termination of certain long-term disability business and continued
competitive market conditions.
Typically, the underwriting performance of P&C business is measured in terms of
a combined ratio. The combined ratio is the sum of the loss ratio and the
underwriting expense ratio, with a ratio lower than 100% indicating an
underwriting profit and a ratio greater than 100% indicating an underwriting
loss. Although the combined ratio has been greater than 100% for the three years
presented above, the operating results of insurance/reinsurance companies
include net 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 lower combined ratio in 1998 primarily reflects a general reduction in
incurred losses caused by a decline in both the frequency and overall severity
of claims, partially offset by an increase in hurricane and other
weather-related catastrophe losses. The lower combined ratio in 1997 primarily
reflects a reduction in catastrophe costs due to a decline in both the frequency
and severity of catastrophe losses, although it was moderately impacted by an
increase in underwriting and operating costs associated with the implementation
of new strategic business initiatives.
Net investment income increased $30 million or 8% in 1998, primarily
attributable to the acquisitions of Medical Protective and Kemper Re and
continued growth in the investment portfolios. Net investment income of $389
million in 1997 was comparable to the $390 million in 1996.
Earnings before income taxes, excluding net realized gains on investments,
increased $13 million or 5% in 1998, primarily attributable to the decrease in
the combined ratio and the increase in net investment income discussed above.
Earnings before income taxes, excluding net realized gains on investments,
increased $31 million or 13% in 1997, primarily attributable to the decrease in
the combined ratio discussed above.
14
<PAGE>
International Property and Casualty Business
<TABLE>
<CAPTION>
Year ended December 31,
-------------------------------
(In millions) 1998 1997 1996
-------------------------------
<S> <C> <C> <C>
Net premiums written............................ $2,389 $1,684 $2,196
Net underwriting gain (loss).................... (31) (64) 18
Net investment income........................... 286 292 266
Earnings before income taxes.................... 312 241 247
Net realized gains on investments............... 87 48 31
Earnings before income taxes, excluding
net realized gains on investments............ 225 193 216
GAAP ratios (1):
GAAP claims and claim expense ratio.......... 70.5% 70.1% 68.0%
GAAP underwriting expense ratio.............. 30.9% 33.4% 31.2%
----- ----- ----
GAAP combined ratio.......................... 101.4% 103.5% 99.2%
===== ===== ====
</TABLE>
(1) Represents data for the applicable periods calculated in accordance with
GAAP. Claims and claim expense 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
expense ratio and the underwriting expense ratio.
Net premiums written increased $705 million or 42% in 1998, primarily
attributable to growth in various product lines, including new P&C business
associated with the acquisition of Kemper Re, partially offset by the impact of
foreign currency translation in association with the strengthening of the U.S.
dollar and continued competitive market conditions. Net premiums written
decreased $512 million or 23% in 1997, including an approximate $235 million
decrease resulting from foreign currency translation in association with the
strengthening of the U.S. dollar. Excluding the impact of foreign currency
translation, net premiums written decreased approximately $277 million in 1997
reflecting a $58 million increase in ceded premium resulting from an expanded
retrocession program, the repositioning of certain portfolios to minimize loss
accumulations and a general decrease in premium rates associated with
competitive market conditions.
The lower combined ratio in 1998 primarily reflects a general reduction in
incurred losses caused by a decline in both the frequency and overall severity
of claims, partially offset by the an increase in aviation, hurricane and other
weather-related catastrophe losses. The higher combined ratio in 1997 primarily
reflects less favorable loss experience, a general decline in international
premium rates and market conditions, increased underwriting and operating costs
associated with the implementation of new strategic business initiatives and
certain large catastrophe losses such as the Eastern Europe floods and aviation
losses.
Net investment income decreased $6 million or 2% in 1998, primarily attributable
to market conditions, partially offset by the acquisition of Kemper Re. Net
investment income increased $26 million or 10% in 1997, primarily attributable
to continued growth in the investment portfolios, partially offset by the impact
of foreign currency translation in association with the strengthening of the
U.S. dollar.
Earnings before income taxes, excluding net realized gains on investments,
increased $32 million or 17% in 1998, primarily attributable to the decrease in
the combined ratio discussed above. Earnings before income taxes, excluding net
realized gains on investments, decreased $23 million or 11% in 1997, primarily
attributable to the increase in the combined ratio discussed above, partially
offset by the increase in net investment income discussed above and a $27
million increase in other revenues, primarily due to fees generated from
financial reinsurance transactions.
15
<PAGE>
Life Reinsurance Business
<TABLE>
<CAPTION>
Year ended December 31,
--------------------------
(In millions) 1998 1997 1996
--------------------------
<S> <C> <C> <C>
Revenues............................................. $1,525 $1,283 $881
Earnings before income taxes......................... 157 152 118
</TABLE>
Revenues, which consist of net premiums earned, net investment income, net
realized gains on investments and other revenues, including fees generated from
investment-related life reinsurance products and financial reinsurance
transactions, increased $242 million or 19% in 1998. This increase was primarily
attributable to growth in the traditional life and credit life business and fees
generated from investment-related life reinsurance products and financial
reinsurance transactions. Revenues increased $402 million or 46% in 1997,
primarily attributable to growth in the domestic traditional life and credit
life business, principally related to four significant quota share reinsurance
contracts, and fees generated from investment-related life reinsurance products
and financial reinsurance transactions.
Earnings before income taxes increased $5 million or 3% in 1998, including a $9
million decrease in net realized gains on investments. Excluding net realized
gains on investments, earnings before income taxes increased $14 million or 13%
in 1998, primarily attributable to an increase in net investment income,
primarily due to continued growth in the investment portfolios, and fees
generated from investment-related life reinsurance products and financial
reinsurance tranactions. Earnings before income taxes increased $34 million in
1997, including a $20 million increase in net realized gains on investments.
Excluding net realized gains on investments, earnings before income taxes
increased $14 million in 1997, primarily attributable to an increase in net
investment income, primarily due to continued growth in the investment
portfolios, and fees generated from investment-related life reinsurance products
and financial reinsurance transactions.
Liquidity and Capital Resources
GE Global Insurance's ability to meet its obligations, including debt service
and operating expenses, and pay dividends to its shareholder depends primarily
upon its receipt of sufficient funds from its insurance subsidiaries. The
payment of dividends by ERC and Kemper Re are subject to restrictions set forth
in the insurance laws of Missouri and Illinois, respectively, as well as other
restrictions. Historically, the Company's liquidity requirements have been met
by funds provided from operations and from the maturity and sales of
investments.
Cash flows from operating activities, which primarily consists of premiums
collected during the period in excess of payments made for claims and claim
expenses, decreased $586 million in 1998. This decrease was primarily
attributable to an increase in claim settlements relative to the collection of
premiums, the timing of reinsurance settlements in association with catastrophe
loss recoverables and an increase in underwriting and operating cash outlays
associated with the acquisition of the renewal rights of business from IRI and
Coregis and the acquisitions of Medical Protective and Kemper Re. Cash flows
from operating activities increased $31 million in 1997, primarily attributable
to a decrease in claim settlements relative to the collection of premiums,
partially offset by an increase in underwriting and operating cash outlays
associated with the implementaion of new strategic business initiatives.
Cash flows used for investing activities decreased $423 million in 1998,
primarily attributable to an increase in the maturity and sales of investments,
partially offset by the acquisitions of Medical Protective and Kemper Re. Cash
flows used for investing activities increased $290 million in 1997, primarily
attributable to the purchase of other invested assets and the acquisition of
minority shares associated with the Company's 1995 acquisition of Frankona
Ruckversicherungs-Aktiengesellschaft ("Frankona Re").
Cash flows from financing activities increased $182 million in 1998, primarily
attributable to an increase in the proceeds from short-term borrowings
associated with the acquisitions of Medical Protective and Kemper Re, partially
offset by the change in contract deposits associated with the commutation of a
financial reinsurance treaty and an increase in dividends paid to affiliates.
Cash flows from financing activities decreased $47 million in 1997, primarily
attributable to an increase in dividends paid to affiliates, partially offset by
the change in contract deposits and an increase in the proceeds from short-term
borrowings.
16
<PAGE>
In 1996, GE Global Insurance executed a $1 billion shelf registration statement
of senior unsecured debt securities rated AA by Standard & Poor's, of which $600
million was outstanding as of December 31, 1998. On March 1, 1999, the Company
issued the remaining $400 million of redeemable senior unsecured debt securities
at 6.45% per annum that are scheduled to mature on March 1, 2019. The Company
received $395 million in net proceeds from the issuance of these notes (after
deduction of underwriting discounts and commissions) which was used to repay a
significant portion of the outstanding short-term borrowings under the
intercompany credit agreement with GE Capital Services in association with the
funding of the Kemper Re acquisition.
In addition, the Company 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 expense 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 64% of its investments internally.
General Electric Investment Corporation manages an additional 15% of the
Company's investments, and the balance is managed by unaffiliated outside
managers.
The Company's investment results are summarized as follows:
<TABLE>
<CAPTION>
Year ended December 31,
---------------------------------------------------
(In millions) 1998 1997 1996 1995 1994
---------------------------------------------------
<S> <C> <C> <C> <C> <C>
Average invested assets (at cost)............. $18,794 $16,417 $15,195 $12,153 $9,020
Net investment income......................... 985 910 837 676 528
Net effective yield........................... 5.2% 5.5% 5.5% 5.6% 5.9%
Net realized gains on investments............. $ 432 $ 303 $ 223 $ 191 $ 103
Unrealized gains (losses) on investment
securities before deferred income taxes.... 1,554 1,189 799 684 (251)
</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, primarily through
limited partnership arrangements, in 1996 to enhance total investment returns in
the longer term. The Company's domestic life investment portfolios are largely
invested in taxable debt securities.
The Company's domestic fixed maturity portfolios categorized by rating based on
market values are summarized as follows:
<TABLE>
<CAPTION>
Domestic Property
and Casualty Domestic Life
---------------------------------------
December 31,
---------------------------------------
1998 1997 1998 1997
---------------------------------------
<S> <C> <C> <C> <C>
U.S. government and government agency securities..... 9.0% 1.4% 6.6% 8.3%
Aaa.................................................. 39.0 48.9 4.5 1.8
Aa................................................... 26.9 27.1 6.7 2.8
A.................................................... 12.2 11.4 20.9 16.9
Baa.................................................. 1.2 0.5 13.5 9.4
Ba................................................... 0.2 0.1 2.1 1.5
Canadian securities.................................. 2.5 3.9 0.0 0.0
Mortgage-backed and other asset-backed securities.... 3.9 0.3 37.6 45.8
Other................................................ 5.1 6.4 8.1 13.5
----- ----- ----- -----
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 preceding
table, 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 are
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 and other asset-backed securities that are matched to
the liability profile of specific life reinsurance contracts. Investments in
mortgage-backed and other asset-backed securities are limited to lower risk
tranches and do not include any interest only or principal only elements.
Mortgage-backed and other asset-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 are principally U.S. government
and government agency securities and other bonds with an investment grade
rating. The Company does not contemplate significant additional 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 ERC's
investment department.
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, 1998, the fair value of the ERC Frankona Group's investments
totaled $7,256 million, an increase of $891 million from December 31, 1997. The
composition of ERC Frankona Group's investments is summarized as follows:
<TABLE>
<CAPTION>
December 31,
-----------------
1998 1997
-----------------
<S> <C> <C>
Fixed maturity securities......................... 81.3% 81.4%
Equity securities................................. 12.6% 13.2%
Other invested assets............................. 6.1% 5.4%
----- -----
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 a portion of 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 1999 net earnings of the Company based on
December 31, 1998 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 1998 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 1999 net earnings of the Company based on December 31, 1998
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 results of operations, financial position and
cash flows in 1999.
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.
20
<PAGE>
Year 2000
Year 2000 will test the capability of business processes to function correctly.
The Company, in conjunction with GE Company and GE Capital Services, has
undertaken a global effort to identify and mitigate Year 2000 issues in their
information systems, products and services, facilities and suppliers, as well as
to assess the extent to which Year 2000 issues will affect its customers. Each
business within the GE Company structure has a Year 2000 leader who oversees a
multi-functional remediation project team responsible for applying a Six Sigma
quality approach in four phases: (1) define/measure - identify and inventory
possible sources of Year 2000 issues; (2) analyze - determine the nature and
extent of Year 2000 issues and develop project plans to address those issues;
(3) improve - execute project plans and perform a majority of the testing; and
(4) control - complete testing, continue monitoring readiness and complete
necessary contingecy plans. The progress of this program is monitored at each
business and Company-wide reviews with senior management are conducted monthly.
The first three phases of the program have been completed for a substantial
majority of mission-critical activities. Management plans to have nearly all
significant information systems, product and services and facilities through the
control phase of the program by mid-1999.
The scope of the global Year 2000 effort encompasses many thousands of
applications and computer programs; products and services; facilities and
facilities-related equipment; suppliers and customers. Business operations are
also affected by the Year 2000 readiness of customers and infrastructure
suppliers in areas such as utilities, communications, transportation and other
services. In this environment, there will likely be instances of failure that
could cause disruptions in business processes for the Company's businesses,
affect their customers' ability to repay amounts owed or result in an increased
level of insurance claims activity. The likelihood and effects of failures in
the customer base, infrastructure systems and in the supply chain cannot be
estimated. However, with respect to operations under its direct control,
management does not expect, in view of its Year 2000 program efforts and the
diversity of its businesses, suppliers and customers, that occurrences of Year
2000 failures will have a material adverse effect on the results of operations,
financial position or liquidity of the Company.
Including amounts attributable to recent acquisitions, total Year 2000
remediation expenditures are expected to be approximately $4 million, of which
approximately 90% was spent by the end of 1998. Substantially all of the
remainder is expected to be spent in 1999. Most of these costs are not likely to
be incremental costs, but rather will represent the redeployment of existing
resources. The activities involved in the Year 2000 effort necessarily involve
estimates and projections of activities and resources that will be required in
the future. These estimates and projections could change as work progresses.
In addition, the Company has evaluated the possibility of experiencing an
increase in property and casualty insurance and reinsurance claims and claim
expenses arising as a result of Year 2000-related exposures. Management is
unable to reasonably estimate the amount or range of loss that may occur due to
the uncertainty surrounding the likelihood of computer system failures and what
portion, if any, will be deemed to be insured losses. Accordingly, the Company
is unable to determine whether such losses may have an adverse effect on its
results of operations, financial position or cash flows. The Company's loss
mitigation strategy includes adding Year 2000 considerations to its underwriting
guidelines, as well as its decisions to purchase retrocessional coverage. In
addition, the Company employs an active claims management strategy which will
include the coordinated handling of any Year 2000-related claims.
21
<PAGE>
New Accounting Standards
New accounting standards issued in 1998 are described below:
Statement of Financial Accounting Standards (SFAS) No. 133, Accounting for
Derivative Instruments and Hedging Activities, requires that, upon adoption, all
derivative instruments (including certain derivative instruments embedded in
other contracts) be recognized in the balance sheet at fair value, and that
changes in such fair values be recognized in earnings unless specific hedging
criteria are met. Changes in the values of derivatives that meet these hedging
criteria will ultimately offset related earnings effects of the hedged items;
effects of certain changes in fair value are recorded in equity pending
recognition in earnings. The Company will adopt the Statement on January 1,
2000. The impact of adoption will be determined by several factors, including
the specific hedging instruments in place and their relationships to hedged
items, as well as market conditions. Management has not estimated the effects of
adoption as it believes that such determination will not be meaningful until
closer to the adoption date.
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 7A. Quantitative and Qualitative Disclosures About Market Risk.
Information about potential effects of changes in interest rates and currency
exchange on the Company is discussed on pages 19-20.
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 Disclosure.
Not applicable
PART III
Item 10. Directors and Executive Officers of the Registrant.
Omitted
Item 11. Executive Compensation.
Omitted
22
<PAGE>
Item 12. Security Ownership of Certain Beneficial Owners and Management.
Omitted
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 24).
(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 24).
(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, 1998 (portions
redacted in accordance with application for confidentiality
previously filed).
10.2 Second Whole Account Aggregate Excess of Loss Retrocession
Agreement (E2), between Employers Reinsurance Corporation and
Zurich Reinsurance (North America), Inc. of New York, dated
January 1, 1998 (portions redacted in accordance with
application for confidentiality previously 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, 1998 (portions redacted in accordance with
application for confidentiality previously filed).
12 Computation of ratio of earnings to fixed charges.
23 Consent of KPMG LLP.
(b) Reports on Form 8-K.
None.
23
<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..............................................25
Consolidated Statement of Earnings........................................26
Consolidated Statement of Financial Position..............................27
Consolidated Statement of Stockholder's Equity............................29
Consolidated Statement of Cash Flows......................................30
Notes to Consolidated Financial Statements................................31
Financial Statement Schedules
Schedule II - Condensed Financial Information of Registrant...............57
Schedule III - Supplementary Insurance Information........................61
24
<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,
1998 and 1997, 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, 1998. Our audits also included the financial statement
schedules listed in the Index at Item 14(a) as of December 31, 1998 and 1997 and
for each of the years in the three-year period ended December 31, 1998. 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, 1998 and 1997, and the
results of their operations and their cash flows for each of the years in the
three-year period ended December 31, 1998, 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 LLP
Kansas City, Missouri
January 22, 1999
25
<PAGE>
<TABLE>
<CAPTION>
GE GLOBAL INSURANCE HOLDING CORPORATION
AND SUBSIDIARIES
Consolidated Statement of Earnings
Year ended December 31,
------------------------------
(In millions) 1998 1997 1996
------------------------------
<S> <C> <C> <C>
Revenues
Net premiums written (Note 10) $5,984 $4,545 $4,573
====== ====== ======
Net premiums earned (Note 10) $5,635 $4,467 $4,648
Net investment income (Note 4) 985 910 837
Net realized gains on investments (Note 4) 432 303 223
Other revenues 151 104 43
------ ------ ------
Total revenues 7,203 5,784 5,751
------ ------ ------
Costs and Expenses
Claims, claim expenses and policy benefits 4,103 3,260 3,373
Insurance acquisition costs 1,357 1,073 1,106
Amortization of intangibles 89 78 82
Interest expense 55 42 42
Other operating costs and expenses 444 366 284
Minority interest in net earnings of consolidated
subsidiaries (Notes 3 and 11) 85 83 84
------ ------ ------
Total costs and expenses 6,133 4,902 4,971
------ ------ ------
Earnings before income taxes 1,070 882 780
------ ------ ------
Provision for income taxes (Note 7):
Current 324 (37) 207
Deferred (33) 271 6
------ ------ ------
291 234 213
------ ------ ------
Net earnings $ 779 $ 648 $ 567
====== ====== ======
</TABLE>
See Notes to Consolidated Financial Statements.
26
<PAGE>
<TABLE>
<CAPTION>
GE GLOBAL INSURANCE HOLDING CORPORATION
AND SUBSIDIARIES
Consolidated Statement of Financial Position
December 31,
---------------------
(In millions) 1998 1997
---------------------
<S> <C> <C>
Assets
Investments (Note 4):
Fixed maturity securities available-for-sale, at fair value $18,161 $14,816
Equity securities, at fair value 2,722 2,513
Short-term investments, at amortized cost 596 661
Other invested assets 508 353
------- -------
Total investments 21,987 18,343
Cash 258 269
Securities and indebtedness of related parties 564 318
Accrued investment income 424 369
Premiums receivable 2,886 2,279
Funds held by reinsured companies 726 502
Reinsurance recoverables 3,915 2,791
Deferred insurance acquisition costs 1,203 844
Intangible assets (Note 5) 1,492 897
Other assets 1,592 920
------- -------
Total assets $35,047 $27,532
======= =======
</TABLE>
27
<PAGE>
<TABLE>
<CAPTION>
GE GLOBAL INSURANCE HOLDING CORPORATION
AND SUBSIDIARIES
Consolidated Statement of Financial Position (continued)
December 31,
---------------------
(In millions) 1998 1997
---------------------
<S> <C> <C>
Liabilities and equity
Claims and claim expenses (Note 6) $15,852 $10,961
Accumulated contract values 2,271 2,305
Future policy benefits for life and health contracts 1,664 1,604
Unearned premiums 2,165 1,244
Other reinsurance balances 1,487 1,125
Income taxes payable (Note 7) 138 191
Contract deposit liabilities 1,485 1,812
Other liabilities 635 518
Deferred income taxes (Note 7) 539 646
Long-term borrowings (Note 9) 557 556
Indebtedness to related parties (Note 8) 1,058 19
------- -------
Total liabilities 27,851 20,981
------- -------
Minority interest in equity of consolidated
subsidiaries (Notes 3 and 11) 1,176 1,177
------- -------
Preferred stock, $100,000 par value; authorized,
issued and outstanding - 1,500 shares 150 150
Common stock, $5,000 par value; authorized,
issued and outstanding - 1,000 shares 5 5
Paid-in capital 845 845
Retained earnings 4,161 3,660
Accumulated unrealized gains on investment securities - net (a) 932 746
Accumulated foreign currency translation adjustments (a) (73) (32)
------- -------
Total stockholder's equity 6,020 5,374
------- -------
Total liabilities and equity $35,047 $27,532
======= =======
</TABLE>
(a) The sum of accumulated unrealized gains on investment securities and
accumulated foreign currency translation adjustments constitutes
"Accumulated nonowner changes other than earnings," as shown in the
Consolidated Statement of Stockholder's Equity, and was $859 million and
$714 million at year-end 1998 and 1997, respectively.
See Notes to Consolidated Financial Statements.
28
<PAGE>
<TABLE>
<CAPTION>
GE GLOBAL INSURANCE HOLDING CORPORATION
AND SUBSIDIARIES
Consolidated Statement of Stockholder's Equity
Accumulated
Nonowner
Changes
Preferred Common Paid-In Retained Other Than
(In millions) Stock Stock Capital Earnings Earnings Total
---------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Balances, January 1, 1996 $150 $5 $845 $2,743 $448 $4,191
------
Changes other than transactions with share owner:
Net earnings - - - 567 - 567
Net unrealized gains on investment securities (a) - - - - 64 64
Foreign currency translation adjustments (b) - - - - 3 3
------
Total changes other than transactions with share owner 634
------
Dividends paid on preferred stock - - - (7) - (7)
Dividends paid on common stock - - - (58) - (58)
---- -- ---- ------ ---- -----
Balances, December 31, 1996 150 5 845 3,245 515 4,760
------
Changes other than transactions with share owner:
Net earnings - - - 648 - 648
Net unrealized gains on investment securities (a) - - - - 246 246
Foreign currency translation adjustments (b) - - - - (47) (47)
------
Total changes other than transactions with share owner 847
------
Dividends paid on preferred stock - - - (8) - (8)
Dividends paid on common stock - - - (225) - (225)
---- -- ---- ------ ---- ------
Balances, December 31, 1997 150 5 845 3,660 714 5,374
------
Changes other than transactions with share owner:
Net earnings - - - 779 - 779
Net unrealized gains on investment securities (a) - - - - 186 186
Foreign currency translation adjustments (b) - - - - (41) (41)
------
Total changes other than transactions with share owner 924
------
Dividends paid on preferred stock - - - (8) - (8)
Dividends paid on common stock - - - (270) - (270)
---- -- ---- ------ ---- ------
Balances, December 31, 1998 $150 $5 $845 $4,161 $859 $6,020
==== == ==== ====== ==== ======
</TABLE>
(a) Presented net of deferred taxes of $(141) million, $(146) million and $(51)
million in 1998, 1997 and 1996, respectively.
(b) Presented net of current and deferred taxes of $20 million, $17 million and
$(3) million in 1998, 1997 and 1996, respectively.
See Notes to Consolidated Financial Statements.
29
<PAGE>
<TABLE>
<CAPTION>
GE GLOBAL INSURANCE HOLDING CORPORATION
AND SUBSIDIARIES
Consolidated Statement of Cash Flows
Year ended December 31,
----------------------------------
(In millions) 1998 1997 1996
----------------------------------
<S> <C> <C> <C>
Cash Flows From Operating Activities
Net earnings $ 779 $ 648 $ 567
Adjustments to reconcile net earnings to cash
from operating activities:
Claims and claim expenses 732 621 489
Future policy benefits for life and health contracts 161 211 157
Unearned premiums 245 137 1
Funds held by reinsured companies (118) (5) 104
Reinsurance recoverables (689) 103 210
Deferred income taxes (33) 271 6
Income taxes payable (receivable) (116) 25 66
Other, net 31 (510) (460)
Amortization of insurance acquisition costs 1,357 1,073 1,106
Insurance acquisition costs deferred (1,606) (1,374) (1,157)
Net realized gains on investments (432) (303) (223)
------- ------- -------
Cash from operating activities 311 897 866
------- ------- -------
Cash Flows From Investing Activities
Fixed maturity securities available-for-sale:
Purchases (4,788) (6,058) (6,219)
Sales 3,963 4,494 4,896
Maturities 843 734 610
Equity securities:
Purchases (1,331) (1,240) (1,330)
Sales 1,602 1,383 1,178
Net (purchases) sales of short-term investments 236 (231) (28)
Cash paid for acquisitions and in force reinsurance
transactions (Note 3) (1,018) (89) -
Other investing activities (161) (70) 106
------- ------- -------
Cash used for investing activities (654) (1,077) (787)
------- ------- -------
Cash Flows From Financing Activities
Change in contract deposits (362) 513 460
Net contract accumulation payments (42) (160) (161)
Proceeds from short-term borrowings (Note 8) 1,061 23 -
Principal payments on short-term borrowings (Note 8) (54) - (600)
Proceeds from long-term borrowings (Note 9) - - 556
Dividends paid (278) (233) (65)
------- ------- -------
Cash from financing activities 325 143 190
------- ------- -------
Effect of exchange rate changes on cash 7 (71) (347)
------- ------- -------
Decrease in cash (11) (108) (78)
Cash at beginning of year 269 377 455
------- ------- -------
Cash at end of year $ 258 $ 269 $ 377
======= ======= =======
</TABLE>
See Notes to Consolidated Financial Statements.
30
<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 Insurance") 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
Insurance include the accounts and operations, after intercompany eliminations,
of GE Global Insurance, Employers Reinsurance Corporation ("ERC") and Kemper
Reinsurance Company ("Kemper Re"). ERC and Kemper Re are reinsurance companies
with various property/casualty reinsurance, life reinsurance and insurance
intermediary subsidiaries. GE Global Insurance owns 100% of the common stock of
ERC and Kemper Re, representing 89.5% and 100% of ERC's and Kemper Re's voting
rights, respectively, and General Electric Capital Corporation ("GE Capital
Corporation" - 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
Insurance 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.
31
<PAGE>
GE GLOBAL INSURANCE HOLDING CORPORATION
AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
2. Summary of Significant Accounting Policies (continued)
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 $940 million and $1,000 million at December 31, 1998 and 1997,
respectively, of long-term disability claims that are discounted at a 6% rate
(See Note 12).
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 from 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 traditional 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 3.00% to 8.50% at December 31, 1998 and 1997. 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 3.00% to 9.00% in 1998, 3.75% to 9.00% in 1997 and 3.25% to 9.00% in
1996.
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 issuance
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 traditional insurance contracts,
the acquisition costs are amortized over the premium paying periods using
assumptions consistent with those used in computing future policy benefit
reserves.
The actuarially determined present value of anticipated net cash flows to be
realized from insurance, annuity and investment contracts in force at the date
of acquisition of life insurance enterprises is recorded as the present value of
future profits and is amortized over the respective policy terms in a manner
similar to deferred insurance acquisition costs. Unamortized balances are
adjusted to reflect experience and impairment, if any.
32
<PAGE>
GE GLOBAL INSURANCE HOLDING CORPORATION
AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
2. Summary of Significant Accounting Policies (continued)
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 totaled $80 million and $48 million at December 31, 1998 and 1997,
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. 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 is 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 consolidated statement of financial
position, and transactions as such are considered investing activities in the
consolidated statement of cash flows.
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 classified as 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
GE Global Insurance, together with its domestic property/casualty
insurance/reinsurance company subsidiaries, one domestic life insurance company
subsidiary and its parent, GE Capital Services, are included in the consolidated
federal income tax return of GE Company. GE Global Insurance's other domestic
life insurance company subsidiary is taxed as a life insurance company, and that
subsidiary files a separate income tax return.
The international insurance company subsidiaries of GE Global Insurance 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.
33
<PAGE>
GE GLOBAL INSURANCE HOLDING CORPORATION
AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
2. Summary of Significant Accounting Policies (continued)
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.
Foreign Currency Translation
The Company operates in a multiple functional currency environment whereby
revenues and expenses in functional currencies are translated using periodic
weighted average exchange rates during the year and functional currency assets
and liabilities are translated at the rates 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 "accumulated 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 14).
The gain on the cross currency swap, which is included in "accumulated foreign
currency translation adjustments", was $124 million and $192 million at December
31, 1998 and 1997, respectively. The net effect of foreign currency transactions
on operating results during 1998, 1997 and 1996 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 1998,
1997 and 1996 was immaterial.
34
<PAGE>
GE GLOBAL INSURANCE HOLDING CORPORATION
AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
3. Joint Ventures and Acquisitions
Subsequent to the Company's acquisition of over 93% of the outstanding shares of
Frankona Ruckversicherungs-Aktiengesellschaft ("Frankona Re") in July, 1995, the
Company has continued to purchase the remaining outstanding shares held by
minority shareholders. The majority of this activity occurred during 1997 as a
result of entering into an agreement with the remaining minority shareholders on
December 7, 1996, whereby the Company offered to purchase the remaining
outstanding shares at a stipulated price and guaranteed a specific compensation
payment. Specifically, the Company paid cash of approximately $69 million in
1997 for shares acquired from the minority shareholders, and the purchase of
these shares was 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,
1998, the Company owns approximately 99% of the outstanding shares of Frankona
Re.
On January 6, 1998, the Company purchased the assets and assumed the renewal
rights of Industrial Risk Insurers ("IRI"), a leader in providing highly
protected risk property insurance, for a cash consideration of approximately
$235 million. The business underwritten through IRI is 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 writes
business utilizing the licensing authority of HSB and the business underwritten
is 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 acquisition has been
accounted for as a purchase; accordingly, the operating results of IRI have been
included in the Company's consolidated financial statements since the date of
acquisition.
On October 15, 1998, the Company completed the acquisition of Medical Protective
Corporation ("Medical Protective") for a cash consideration of approximately
$628 million. The cash consideration was financed by GE Capital Corporation via
an interim loan agreement. Medical Protective is the oldest medical professional
liability insurer of physicians and dentists in the United States. The
acquisition has been accounted for as a purchase; accordingly, the operating
results of Medical Protective have been included in the Company's consolidated
financial statements since the date of acquisition.
On October 27, 1998, the Company completed the acquisition of Kemper Reinsurance
Company ("Kemper Re") for a cash consideration of approximately $468 million.
The cash consideration was financed by utilizing existing unused credit
facilities. Kemper Re is a property and casualty reinsurance company principally
doing business through intermediaries. The acquisition has been accounted for as
a purchase; accordingly, the operating results of Kemper Re have been included
in the Company's consolidated financial statements since the date of
acquisition.
35
<PAGE>
GE GLOBAL INSURANCE HOLDING CORPORATION
AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
3. Joint Ventures and Acquisitions (continued)
The allocations of the purchase price for Medical Protective and Kemper Re are
summarized as follows:
<TABLE>
Medical
(In millions) Protective Kemper Re Total
---------- --------- -----
<S> <C> <C> <C>
Assets acquired, excluding goodwill $ 1,612 $ 3,228 $ 4,840
Goodwill 181 239 420
Liabilities assumed (1,165) (2,999) (4,164)
------- ------- -------
Total purchase price $ 628 $ 468 $ 1,096
======= ======= =======
</TABLE>
The following unaudited pro forma information has been prepared as if the
acquisitions of Medical Protective and Kemper Re had occurred on January 1,
1997. The pro forma information includes all significant adjustments to the
historical results that were directly attributable to the transactions and were
expected to have a continuing effect on the Company.
<TABLE>
Year ended December 31,
-------------------------------------------------------
1998 1997
------------------------- -------------------------
(In millions) As Reported Pro Forma As Reported Pro Forma
------------------------- -------------------------
<S> <C> <C> <C> <C>
Revenues $7,203 $8,098 $5,784 $6,944
Net earnings 779 812 648 704
</TABLE>
36
<PAGE>
GE GLOBAL INSURANCE HOLDING CORPORATION
AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
4. Investments
The amortized cost, estimated fair value and gross unrealized gains and losses
of fixed maturity securities, equity securities, short-term investments and
other invested assets are summarized as follows:
<TABLE>
<CAPTION>
December 31, 1998
-----------------------------------------------------
Gross Gross Estimated
Amortized Unrealized Unrealized Fair
(In millions) Cost Gains Losses Value
-----------------------------------------------------
<S> <C> <C> <C> <C>
Fixed maturity securities:
U.S. government $ 1,160 $ 21 $ (3) $ 1,178
International government 2,877 217 (2) 3,092
Tax-exempt 6,138 389 (1) 6,526
Corporate 4,694 198 (25) 4,867
U.S. mortgage-backed and other asset-backed 1,588 46 (4) 1,630
International mortgage-backed and other asset-backed 821 47 - 868
------- ------ ----- -------
Total fixed maturity securities 17,278 918 (35) 18,161
Equity securities 2,154 640 (72) 2,722
Short-term investments 596 - - 596
Other invested assets 405 103 - 508
------- ------ ----- -------
Total investments $20,433 $1,661 $(107) $21,987
======= ====== ===== =======
</TABLE>
<TABLE>
<CAPTION>
December 31, 1997
-----------------------------------------------------
Gross Gross Estimated
Amortized 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 and other asset-backed 1,391 40 (3) 1,428
International mortgage-backed and other asset-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>
37
<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, 1998 are summarized, by stated maturity, as follows:
<TABLE>
<CAPTION>
Estimated
Amortized Fair
(In millions) Cost Value
-----------------------
<S> <C> <C>
Maturity:
Due in 1999 $ 560 $ 565
Due in 2000-2003 3,749 3,886
Due in 2004-2008 5,022 5,263
Due after 2008 5,538 5,949
------- -------
14,869 15,663
Mortgage-backed and other asset-backed securities 2,409 2,498
------- -------
Total fixed maturity securities $17,278 $18,161
======= =======
</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) 1998 1997 1996
-------------------------
<S> <C> <C> <C>
Gross investment income:
Fixed maturity securities $853 $773 $737
Equity securities 59 63 45
Short-term investments 32 28 19
Securities and indebtedness of related parties 19 18 21
Other 33 41 35
---- ---- ----
996 923 857
Investment expenses (11) (13) (20)
---- ---- ----
Net investment income $985 $910 $837
==== ==== ====
</TABLE>
38
<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) 1998 1997 1996
-------------------------------
<S> <C> <C> <C>
Sales proceeds from fixed maturity securities $3,963 $4,494 $4,896
====== ====== ======
Net realized gains on investments before income taxes:
Fixed maturiy securities:
Gross realized gains $ 124 $ 119 $ 108
Gross realized losses (15) (18) (36)
Equity securities:
Gross realized gains 412 285 201
Gross realized losses (89) (83) (50)
------ ------ ------
Total net realized gains before income taxes 432 303 223
Provision for income taxes (164) (110) (79)
------ ------ ------
Net realized gains on investments, after income taxes $ 268 $ 193 $ 144
====== ====== ======
</TABLE>
The change in net unrealized gains (losses), before income taxes, on fixed
maturity securities was $225 million, $174 million and $(91) million in 1998,
1997 and 1996, respectively; the corresponding amounts for equity securities
were $37 million, $216 million and $206 million in 1998, 1997 and 1996,
respectively; and the corresponding amount for other invested assets was $103
million in 1998.
The Company had investments in fixed maturity securities with a carrying amount
of $475 million and $565 million at December 31, 1998 and 1997, respectively, on
deposit with state insurance departments to satisfy regulatory requirements.
39
<PAGE>
GE GLOBAL INSURANCE HOLDING CORPORATION
AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
5. Intangible Assets
The Company's intangible assets are summarized as follows:
<TABLE>
<CAPTION>
December 31,
---------------
(In millions) 1998 1997
---------------
<S> <C> <C>
Goodwill $1,212 $712
Present value of future profits ("PVFP") 128 141
Value of insurance in force 28 44
Customer list 124 -
------ ----
$1,492 $897
====== ====
</TABLE>
The Company's intangible assets are shown net of accumulated amortization of
$628 million and $540 million at December 31, 1998 and 1997, respectively.
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 inherent in the realization of
the estimated future profits. PVFP 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.
The Company's intangible assets other than goodwill and PVPF include the value
of property and casualty business recorded in connection with GE Capital
Services' acquisition of ERC in 1984 and the value of a customer listing
recorded in connection with the acquisition of the IRI business in 1998 (See
Note 3). These items are being amortized using the straight-line method over a
16 year period and a 20 year period, respectively.
40
<PAGE>
GE GLOBAL INSURANCE HOLDING CORPORATION
AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
6. Claims and Claim Expenses
The Company's reconciliation of its beginning and ending claims and claim
expense liabilities, net of reinsurance, is summarized as follows:
<TABLE>
<CAPTION>
Year ended December 31,
----------------------------------
(In millions) 1998 1997 1996
----------------------------------
<S> <C> <C> <C>
Balance at January 1 - gross $10,961 $10,869 $11,145
Less reinsurance recoverables (1,822) (1,411) (1,794)
------- ------- -------
Balance at January 1 - net 9,139 9,458 9,351
------- ------- -------
Claims and expenses incurred:
Current year 3,904 2,449 2,763
Prior years (56) 71 106
------- ------- -------
3,848 2,520 2,869
------- ------- -------
Claims and expenses paid:
Current year (1,387) (626) (485)
Prior years (2,309) (1,949) (1,990)
------- ------- -------
(3,696) (2,575) (2,475)
------- ------- -------
Claim reserves related to acquired companies (See Note 3) 3,470 - -
Foreign exchange and other 155 (264) (287)
------- ------- -------
Balance at December 31 - net 12,916 9,139 9,458
Add reinsurance recoverables 2,936 1,822 1,411
------- ------- -------
Balance at December 31 - gross $15,852 $10,961 $10,869
======= ======= =======
</TABLE>
Prior-year claims and expenses incurred in the preceding table resulted
principally from settling claims established in earlier accident years for
amounts that differed from expectations 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.
41
<PAGE>
GE GLOBAL INSURANCE HOLDING CORPORATION
AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
6. 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 $995
million and $206 million, respectively, at December 31, 1998. 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, financial position or cash flows.
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. Management is unable to reasonably estimate the amount or range of
loss that may occur due to the uncertainty surrounding the likelihood of
computer system failures and what portion, if any, will be deemed to be incurred
losses. Accordingly, the Company is unable to determine whether such losses may
have an adverse effect on its results of operations, financial position or cash
flows. The Company's loss mitigation strategy includes adding Year 2000
considerations to its underlying guidelines, as well as its decisions to
purchase retrocessional coverage. In addition, the Company employs an active
claims management strategy which will include the coordinated handling of any
Year 2000-related claims.
7. Income Taxes
The Company's provision for income taxes is summarized as follows:
<TABLE>
<CAPTION>
Year ended December 31,
-------------------------------------------------------------------------------------
1998 1997 1996
------------------------- ------------------------- -------------------------
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 $210 $114 $324 $(77) $ 40 $(37) $79 $128 $207
Deferred (93) 60 (33) 172 99 271 7 (1) 6
---- ---- ---- ---- ---- ---- --- ---- ----
Total $117 $174 $291 $ 95 $139 $234 $86 $127 $213
==== ==== ==== ==== ==== ==== === ==== ====
</TABLE>
The change in the Company's current and deferred income tax provisions in 1998
primarily reflects the reversal of loss reserve discounting in 1997 and three
quota share life reinsurance contracts obtained in 1997 that did not recur in
1998. The change in the Company's current and deferred income tax provisions in
1997 primarily reflects the reversal of loss reserve discounting, tax provision
adjustments to the 1996 tax return and new life reinsurance agreements entered
into in 1997.
42
<PAGE>
GE GLOBAL INSURANCE HOLDING CORPORATION
AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
7. Income Taxes (continued)
Income taxes paid (recovered) by the Company totaled $390 million, $(53) million
and $158 million in 1998, 1997 and 1996, 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,
-------------------------
1998 1997 1996
-------------------------
<S> <C> <C> <C>
Corporate federal income tax rate 35 % 35 % 35 %
Tax-exempt investment income (10) (11) (14)
Intercompany dividend payment 3 3 4
Other items, net (1) - 2
--- --- ---
Effective tax rate 27 % 27 % 27 %
=== === ===
</TABLE>
The significant components of the Company's net deferred tax assets and
liabilities are summarized as follows:
<TABLE>
<CAPTION>
December 31,
-------------------
(In millions) 1998 1997
-------------------
<S> <C> <C>
Deferred tax assets:
Claims and claim expenses $ 496 $ 324
Unearned premiums 106 89
Foreign tax credit carryforwards 153 116
Foreign currency translation 63 41
Accruals not currently deductible 17 40
Contract deposit assets 110 -
Other 91 80
------ ------
Total gross deferred tax assets 1,036 690
Valuation allowance (55) (54)
------ ------
Total deferred tax assets 981 636
------ ------
Deferred tax liabilities:
Deferred insurance acquisition costs 339 261
Tax reserves in excess of book reserves 237 210
Net unrealized gains on investment securities 597 443
Contract deposit liabilities 126 204
Present value of future profits 52 44
Other 169 120
------ ------
Total deferred tax liabilities 1,520 1,282
------ ------
Net deferred tax liability $ (539) $ (646)
====== ======
</TABLE>
43
<PAGE>
GE GLOBAL INSURANCE HOLDING CORPORATION
AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
7. 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 an increase of $1 million in 1998
and a decrease of $12 million in 1997. The changes in the valuation allowance
were the result of the changes in the Company's judgment of the future years'
realizability of the deferred tax assets associated with the foreign tax
credits. The changes in the Company's judgment were a result of additional
foreign tax credit capacity attributable to the inclusion of one of the
Company's domestic life insurance company subsidiaries in the consolidated
federal income tax return of GE Company beginning in 1997.
One of the Company's domestic life insurance company subsidiaries has a net
operating loss carryover for federal income tax purposes of $54 million at
December 31, 1998, which is available to offset prior and/or future federal
taxable income, that expires in the year 2019.
The Company did not have a payable to (recoverable from) GE Capital Services for
income taxes due at December 31, 1998 or 1997.
8. Indebtedness to/from Related Parties
The Company and GE Capital Corporation are participants in a revolving credit
agreement that involves 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 (loaned) on this credit facility
by the Company was $(265) million and $19 million as of December 31, 1998 and
1997, respectively.
The Company has in place a revolving credit agreement with GE Capital Services
for an amount up to $600 million. This agreement is automatically extended for
successive terms of one year each, unless terminated in accordance with the
terms of the agreement, with an interest rate per annum equal to GE Capital
Services' cost of funds. During 1998, the Company utilized this credit facility
primarily to fund the majority of its acquisition of Kemper Re (See Note 3). The
total amount drawn on this credit facility, including accrued interest payable,
was $426 million as of December 31, 1998. Interest accrued on such borrowings at
an annual weighted-average interest rate of 5.41% for the year ended December
31, 1998, with no interest paid in 1998. Prior to 1998, no amounts had been
drawn on this credit facility.
In October 1998, the Company entered into an interim loan agreement with GE
Capital Corporation for $625 million to fund its acquisition of Medical
Protective (See Note 3). This interim loan agreement has an interest rate per
annum equal to GE Capital Corporation's cost of funds. Interest accrued on such
borrowings at an annual weighted-average interest rate of 5.34% for the year
ended December 31, 1998, with not interest paid in 1998.
44
<PAGE>
GE GLOBAL INSURANCE HOLDING CORPORATION
AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
9. Borrowings
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 net proceeds from these
notes (after deduction of underwriting discounts and commissions and the
original issue discount and cost of an interest rate "lock" contract) which was
used to repay short-term borrowings. Total interest paid on such borrowings was
$42 million, $42 million and $29 million in 1998, 1997 and 1996, respectively.
45
<PAGE>
GE GLOBAL INSURANCE HOLDING CORPORATION
AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
10. Supplemental Financial Statement and Reinsurance Data
Insurance premiums written and earned in 1998, 1997 and 1996 and life insurance
in force as of December 31, 1998, 1997 and 1996 are summarized as follows:
<TABLE>
<CAPTION>
Insurance Premiums Written
-----------------------------------
Property/
(In millions) Casualty Life Total
-----------------------------------
<S> <C> <C> <C>
1998:
Direct $ 535 $ 4 $ 539
Assumed 5,300 1,314 6,614
Ceded (947) (222) (1,169)
------ ------ -------
Net $4,888 $1,096 $ 5,984
====== ====== =======
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
====== ====== ======
</TABLE>
<TABLE>
<CAPTION>
Insurance Premiums Earned
----------------------------------- Life
Property/ Insurance
(In millions) Casualty Life Total In Force
-------------------------------------------------
<S> <C> <C> <C> <C>
1998:
Direct $ 509 $ 4 $ 513 $ 2,291
Assumed 4,911 1,322 6,233 317,571
Ceded (888) (223) (1,111) (56,378)
------ ------ ------- --------
Net $4,532 $1,103 $ 5,635 $263,484
====== ====== ======= ========
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
====== ====== ======= ========
</TABLE>
46
<PAGE>
GE GLOBAL INSURANCE HOLDING CORPORATION
AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
10. Supplemental Financial Statement and Reinsurance Data (continued)
Claims, claim expenses and policy benefits incurred in 1998, 1997 and 1996 are
summarized as follows:
<TABLE>
<CAPTION>
Property/
(In millions) Casualty Life Total
--------------------------------
<S> <C> <C> <C>
1998:
Direct $ 377 $ 3 $ 380
Assumed 3,761 1,169 4,930
Ceded (978) (229) (1,207)
------ ------ -------
Net $3,160 $ 943 $ 4,103
====== ====== =======
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
====== ====== =======
</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. There was no significant concentration of
reinsurance recoverables and prepaid reinsurance premiums due from any one
reinsurer at December 31, 1998.
For financial reinsurance assumed, the Company reports revenue for the risk fees
charged for those services. Statutory policyholder's surplus of the life
insurance company subsidiaries has been reduced approximately $388 million at
December 31, 1998 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.
47
<PAGE>
GE GLOBAL INSURANCE HOLDING CORPORATION
AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
11. Stockholder's Equity
ERC has issued 11,673 shares of $100,000 par value, nonredeemable, voting
preferred stock to GE Capital Corporation. 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 $85 million, $82
million and $80 million in 1998, 1997 and 1996, respectively.
GE Global Insurance has issued 1,500 shares of $100,000 par value, nonvoting,
cumulative preferred stock to GE Capital Corporation. 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, $8 million and $7 million
in 1998, 1997 and 1996, respectively.
12. Statutory Accounting Practices
ERC and its domestic insurance company subsidiaries are domiciled in Missouri,
Kansas and Indiana. Kemper Re is domiciled in Illinois. Statutory-basis
financial statements are prepared in accordance with accounting practices
prescribed or permitted by the respective state insurance departments.
"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. There are 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 company subsidiaries
are summarized as follows:
<TABLE>
<CAPTION>
December 31,
-----------------
(In millions) 1998 1997
-----------------
<S> <C> <C>
Stockholder's equity:
ERC $4,099 $4,584
Property and casualty subsidiaries of ERC 569 672
Life and annuity subsidiaries of ERC 2,213 2,176
Kemper Re 755 -
Property and casualty subsidiary of Kemper Re 373 -
</TABLE>
48
<PAGE>
GE GLOBAL INSURANCE HOLDING CORPORATION
AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
12. Statutory Accounting Practices (continued)
<TABLE>
<CAPTION>
Year ended December 31,
--------------------------
(In millions) 1998 1997 1996
--------------------------
<S> <C> <C> <C>
Net income (loss):
ERC $ 671 $ 533 $434
Property and casualty subsidiaries of ERC 112 62 54
Life and annuity subsidiaries of ERC 168 (285) 278
Kemper Re (146) - -
Property and casualty subsidiary of Kemper Re 40 - -
</TABLE>
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 1999 by ERC without prior regulatory approval is $410 million
after December 30, 1999. Of this amount, $96 million is committed to pay
dividends on the preferred stock issued by ERC to GE Capital Corporation. Kemper
Re will not be able to make any dividend payments during 1999 without the prior
approval of the Director of Insurance for the State of Illinois.
ERC has received written approval from the Missouri Department of Insurance to
discount its claims and claim expense liabilities related to long-term
disability business. Prescribed statutory accounting practice does permit claims
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 claims and claim expense liabilities. Included in the discount
recognized for statutory purposes is a benefit of $327 million and $356 million
at December 31, 1998 and 1997, respectively, for long-term disability claims and
claim expense liabilities.
ERC has also received written approval from the Missouri Department of Insurance
to take credit for certain unauthorized reinsurance by obtaining a parental
guarantee from GE Global Insurance.
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. Each of GE Global Insurance's domestic
insurance company subsidiaries exceeded the minimum risk-based capital
requirements at December 31, 1998.
The Company's international insurance company 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 insurance
company 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.
49
<PAGE>
GE GLOBAL INSURANCE HOLDING CORPORATION
AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
13. Contingencies
There are no pending legal proceedings beyond the ordinary course of business
that could have a material financial effect on the Company.
14. 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.
50
<PAGE>
GE GLOBAL INSURANCE HOLDING CORPORATION
AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
14. Fair Value of Financial Instruments (continued)
Information about certain financial instruments that were not carried at fair
value at December 31, 1998 and 1997, is summarized as follows:
<TABLE>
<CAPTION>
December 31, 1998 December 31, 1997
------------------------------------------ ------------------------------------------
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 $ 15 $ 10 $ 38 $ 29 $ 13 $ 10 $ 30 $ 17
Options, including "floors" 27 4 5 5 1 - - -
Other cash financial instruments (a) 114 114 114 (a) - - -
Liabilities:
Borrowings and related instruments
Borrowings (b) (a) (557) (557) (557) (a) (575) (575) (575)
Interest rate swaps 25 - (1) (1) 50 - - -
Currency forwards 617 - (1) (1) - - - -
Investment contract benefits (a) (1,284) (1,270) (1,270) (a) (1,342) (1,329) (1,329)
Financial guaranty reinsurance 4,425 (44) (41) (56) 4,545 (60) (55) (75)
Performance guarantees,
principally letters of credit 193 (a) - - 146 (a) - (1)
Other firm commitments:
Currency forwards - - - - 1,067 11 11 11
Cross currency swaps 1,039 59 183 183 1,073 192 192 192
</TABLE>
(a) Not applicable.
(b) See Note 9.
The Company uses S&P 500 indexed call options to hedge the equity index
component of several single-premium equity-indexed annuities reinsured. The
Company, having paid a premium for these options, has the right to purchase a
notional investment in the S&P 500 index at a fixed price on a specific date.
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.
51
<PAGE>
GE GLOBAL INSURANCE HOLDING CORPORATION
AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
15. 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,
excess 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 Company's industry segment activity is summarized as follows:
<TABLE>
<CAPTION>
1998 - Industry Segments
------------------------------------
Property/
(In millions) Casualty Life Consolidated
------------------------------------
<S> <C> <C> <C>
Net premiums written $ 4,888 $1,096 $ 5,984
======= ====== =======
Net premiums earned $ 4,532 $1,103 $ 5,635
Net investment income 705 280 985
Net realized gains on investments 398 34 432
Other revenues 43 108 151
------- ------ -------
Total revenues 5,678 1,525 7,203
------- ------ -------
Claims, claim expenses and policy benefits 3,160 943 4,103
Insurance acquisition costs 1,095 262 1,357
Other operating costs and expenses 510 163 673
------- ------ -------
Total costs and expenses 4,765 1,368 6,133
------- ------ -------
Earnings before income taxes $ 913 $ 157 $ 1,070
======= ====== =======
Total assets at December 31 $25,754 $9,293 $35,047
======= ====== =======
</TABLE>
52
<PAGE>
GE GLOBAL INSURANCE HOLDING CORPORATION
AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
15. Segment Information (continued)
<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 at December 31 $19,356 $8,176 $27,532
======= ====== =======
</TABLE>
<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 at December 31 $18,880 $6,508 $25,388
======= ====== =======
</TABLE>
53
<PAGE>
GE GLOBAL INSURANCE HOLDING CORPORATION
AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
15. Segment Information (continued)
The Company's business by geographic area is summarized in the following table.
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>
1998:
Revenues $ 3,808 $ 3,395 $ 7,203
Earnings before income taxes 674 396 1,070
Identifiable assets at December 31 21,475 13,572 35,047
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
</TABLE>
16. Unaudited Quarterly Financial Data
The Company's quarterly financial results and other data in 1998 and 1997 are
summarized as follows:
<TABLE>
<CAPTION>
Year ended December 31, 1998
-------------------------------------------
First Second Third Fourth
(In millions) Quarter Quarter Quarter Quarter
-------------------------------------------
<S> <C> <C> <C> <C>
Net premiums earned $1,207 $1,434 $1,269 $1,725
Net investment income 236 234 250 265
Total costs and expenses 1,304 1,527 1,389 1,913
Net earnings 205 196 228 150
</TABLE>
<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>
54
<PAGE>
GE GLOBAL INSURANCE HOLDING CORPORATION
AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
17. Subsequent Events
On March 1, 1999, the Company issued $400 million of redeemable senior unsecured
debt securities at 6.45% per annum that are scheduled to mature on March 1,
2019. The Company received $395 million in net proceeds from the issuance of
these notes (after deduction of underwriting discounts and commissions) which
was used to repay a significant portion of the outstanding short-term borrowings
under the intercompany credit agreement with GE Capital Services (See Note 8).
On March 4, 1999, the Company completed the acquisition of Eagle Star
Reinsurance Company Limited ("Eagle Star Re") from Zurich Financial Services for
a cash consideration of approximately $346 million, subject to final negotiation
of the closing date balance sheet. The cash consideration was provided through
existing funds. Eagle Star Re is a leading London Market non-life reinsurance
company principally doing business through intermediaries. The transaction
excludes substantially all business written by Eagle Star Re before 1993. The
acquisition has been accounted for as a purchase; accordingly, the purchase
price has been allocated to the underlying assets and liabilities based on their
respective estimated fair values at the date of the acquisition.
55
<PAGE>
Financial Statement Schedules
56
<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) 1998 1997 1996
-------------------------
<S> <C> <C> <C>
Revenues
Net investment income $ 2 $ - $ -
Equity in undistributed earnings 168 387 472
Dividends from subsidiaries 654 298 123
---- ---- ----
Total revenues 824 685 595
---- ---- ----
Costs and Expenses
Interest expense 49 42 42
Other operating costs and expenses 20 15 1
---- ---- ----
Total costs and expenses 69 57 43
---- ---- ----
Earnings before income taxes 755 628 552
Provision for income taxes (24) (20) (15)
---- ---- ----
Net earnings $779 $648 $567
==== ==== ====
</TABLE>
See Notes to Condensed Financial Information of Registrant.
57
<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) 1998 1997
-------------------
<S> <C> <C>
Assets
Investment in subsidiaries $6,943 $5,899
Short-term investments, at amortized cost 50 40
Other assets 30 7
------ ------
Total assets $7,023 $5,946
====== ======
Liabilities and equity
Other liabilities $ 20 $ 16
Long-term borrowings 557 556
Indebtedness to related parties 426 -
------ ------
Total liabilities 1,003 572
------ ------
Preferred stock, $100,000 par value; authorized,
issued and outstanding - 1,500 shares 150 150
Common stock, $5,000 par value; authorized,
issued and outstanding - 1,000 shares 5 5
Paid-in capital 845 845
Retained earnings 4,161 3,660
Accumulated unrealized gains on investment securities - net (a) 932 746
Accumulated foreign currency translation adjustments (a) (73) (32)
------ ------
Total stockholder's equity 6,020 5,374
------ ------
Total liabilities and equity $7,023 $5,946
====== ======
</TABLE>
(a) The sum of accumulated unrealized gains on investment securities and
accumulated foreign currency translation adjustments constitutes
"Accumulated nonowner changes other than earnings," as shown in the
Consolidated Statement of Stockholder's Equity, and was $859 million and
$714 million at year-end 1998 and 1997, respectively.
See Notes to Condensed Financial Information of Registrant.
58
<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) 1998 1997 1996
----------------------------
<S> <C> <C> <C>
Cash Flows From Operating Activities
Net earnings $ 779 $ 648 $ 567
Adjustments to reconcile net earnings to cash
from operating activities:
Equity in undistributed earnings (432) (387) (472)
Other, net (22) 5 -
----- ----- -----
Cash from operating activities 325 266 95
----- ----- -----
Cash Flows From Investing Activities
Net (purchases) sales of short-term investments (10) (33) 14
Investment in subsidiary (463) - -
----- ----- -----
Cash from (used for) investing activities (473) (33) 14
----- ----- -----
Cash Flows From Financing Activities
Proceeds from short-term borrowings 426 - -
Principal payments on short-term borrowings - - (600)
Proceeds from long-term borrowings - - 556
Dividends paid (278) (233) (65)
----- ----- -----
Cash from (used for) financing activities 148 (233) (109)
----- ----- -----
Increase (decrease) in cash - - -
Cash at beginning of year - - -
----- ----- -----
Cash at end of year $ - $ - $ -
===== ===== =====
</TABLE>
See Notes to Condensed Financial Information of Registrant.
59
<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 Insurance") 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 Insurance's primary assets are its 100% investment in the common stock
of ERC, a Missouri-domiciled property/casualty reinsurance company, and Kemper
Re, an Illinois-domiciled property/casualty reinsurance company principally
doing business through intermediaries. ERC and Kemper Re own 100% of the common
stock of various other property/casualty insurance/reinsurance, life reinsurance
and reinsurance intermediary companies.
In accordance with the requirements of Regulation S-X of the Securities and
Exchange Commission, the financial statements of the registrant are condensed
and omit many disclosures presented in the consolidated financial statements and
the notes thereto.
2. Dividends from Subsidiaries
Cash dividends paid to GE Global Insurance by its consolidated subsidiaries were
$390 million, $298 million and $123 million in 1998, 1997 and 1996,
respectively. In addition, on December 31, 1998, ERC transferred to GE Global
Insurance, as a noncash dividend, 100% of its $264 million investment in the
common stock of First Excess Reinsurance Corporation ("First Excess"). GE Global
Insurance then contributed the common stock of First Excess to Kemper Re.
60
<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, 1998:
Property/Casualty $ 459 $15,342 $1,934 $ - $4,532
Life 744 2,174 231 2,271 1,103
------ ------- ------ ------ ------
Total $1,203 $17,516 $2,165 $2,271 $5,635
====== ======= ====== ====== ======
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
====== ======= ====== ====== ======
</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, 1998:
Property/Casualty $705 $ 3,160 $1,095 $ 510 $4,888
Life 280 943 262 163
---- ------- ------ ------
Total $985 $ 4,103 $1,357 $ 673
==== ======= ====== ======
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
==== ======= ====== ======
</TABLE>
61
<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, 1999 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, 1999
- ---------------------------------------
Kaj Ahlmann (Principal Executive Officer)
/s/ ROBERT J. DELLINGER Senior Vice President, Chief Financial Officer and Director March 25, 1999
- ---------------------------------------
Robert J. Dellinger (Principal Financial Officer)
/s/ DENNIS D. DAMMERMAN Chairman March 25, 1999
- ---------------------------------------
Dennis D. Dammerman
/s/ JAMES A. PARKE Director March 25, 1999
- ---------------------------------------
James A. Parke
/s/ JOHN M. CONNELLY Senior Vice President, General Counsel and Director March 25, 1999
- ---------------------------------------
John M. Connelly
/s/ TAMMIE A. WAHAUS Second Vice President, Controller March 25, 1999
- ---------------------------------------
Tammie A. Wahaus (Principal Accounting Officer)
</TABLE>
62
<PAGE>
FIRST WHOLE ACCOUNT AGGREGATE
EXCESS OF LOSS RETROCESSION AGREEMENT (E1)
for
EMPLOYERS REINSURANCE CORPORATION
Effective January 1, 1998
Prepared by:
BATES TURNER INTERMEDIARIES LLC
5200 Metcalf, P.O. Box 2959
Overland Park, Kansas 66201
Telephones:
(800) 465-8072
(913) 676-5920
Facsimile:
(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 EXTENDED REPORTING DATE OPTION.....................................2
V RETROCESSIONAIRE RESERVE DETERMINATION.............................3
VI DEFINITIONS......................................................3-5
VII RETROCESSION PREMIUM AND ADJUSTMENT................................6
VIII EXPERIENCE ACCOUNT BALANCE.........................................6
IX LOSS SETTLEMENTS...................................................7
X COMMUTATION AND EXPERIENCE REFUND..................................7
XI COMMUTATION APPROVAL ON CORPORATION'S POLICIES.....................8
XII EXPIRATION DURING LOSS.............................................8
XIII STOP LOSS (AGGREGATE) INCLUSION....................................8
XIV WARRANTY...........................................................9
XV CURRENCY...........................................................9
XVI ACCESS TO RECORDS..................................................9
XVII ERRORS AND OMISSIONS...............................................9
XVIII TAXES.............................................................10
XIX OFFSET............................................................10
XX INSOLVENCY.....................................................10-11
XXI ARBITRATION....................................................11-12
XXII NONWAIVER.........................................................12
XXIII 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, 1998
--------------------------------------------
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, 1998, 12:01 a.m., Central Standard
Time, and prior to January 1, 1999, 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>
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, 1999, or such
alternate date as established by the Corporation under the Extended Reporting
Date Option.
ARTICLE IV
----------
EXTENDED REPORTING DATE OPTION AND ADDITIONAL PREMIUM
- -----------------------------------------------------
At the sole option of the Corporation, on or before February 1, 1999, by
providing written notice to the Retrocessionaire, the Corporation may elect to
establish an alternate date of not later than February 1, 2000, for reporting
the aggregrate amount of ceded Ultimate Net Loss incurred for which the
Retrocessionaire shall be liable (hereinafter the "Alternate Date"). In
consideration for this Extended Reporting Date Option, an additional premium of
$XXX,XXX is due and payable at January 1, 1998. Such additional premium shall
not affect the Experience Account Balance.
<PAGE>
Page 3
ARTICLE V
---------
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.
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 VI
----------
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.
<PAGE>
Page 4
DEFINITIONS (continued)
- -----------------------
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.
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.
<PAGE>
Page 5
DEFINITIONS (continued)
- -----------------------
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.
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.
<PAGE>
Page 6
ARTICLE VII
-----------
RETROCESSION PREMIUM AND ADJUSTMENT
- -----------------------------------
A minimum and deposit premium of $XX,XXX,XXX is due in 1998 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,
1999, or the Alternate Date, divided by (X + i)^X, where i is the yield on the
bond maturing on February 15, 20XX as of the date of cash transfer and X is the
number of years calculated to the nearest day between cash transfer and February
15, 20XX. The retrocession premium, after deduction of the minimum and deposit
premium previously paid, shall be due and payable on February 15, 1999, or the
Alternate Date.
ARTICLE VIII
------------
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, 1999
or the Alternate Date
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.
<PAGE>
Page 7
ARTICLE IX
----------
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, 1999, or the Alternate Date, 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 X
---------
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,
2008.
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.
<PAGE>
Page 8
ARTICLE XI
----------
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.
ARTICLE XII
-----------
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 XIII
------------
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.
<PAGE>
Page 9
ARTICLE XIV
-----------
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 XV
----------
CURRENCY
- --------
All financial transactions contemplated by this Agreement shall be in the
currency of the United States of America.
ARTICLE XVI
-----------
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 XVII
------------
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>
Page 10
ARTICLE XVIII
-------------
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 XIX
-----------
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 XX
----------
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>
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 XXI
-----------
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>
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 XXII
------------
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 XXIII
-------------
INTERMEDIARY
- ------------
Bates Turner Intermediaries 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 Intermediaries 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>
Page 13
IN WITNESS WHEREOF, the parties hereto by their duly authorized officers have
executed this Agreement in triplicate.
At Overland Park, Kansas, this 10th day of April, 1998.
---- -----
EMPLOYERS REINSURANCE CORPORATION
By: /s/ Howard Johnson
--------------------------------------
Attest: /s/ Jane R. Gruschka
----------------------------------
At Stamford, Connecticut, this 16th day of July, 1998.
---- ----
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, 1998
Prepared by:
BATES TURNER INTERMEDIARIES LLC
5200 Metcalf, P.O. Box 2959
Overland Park, Kansas 66201
Telephones:
(800) 465-8072
(913) 676-5920
Facsimile:
(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 EXTEDED REPORTING DATE OPTION......................................2
V RETROCESSIONAIRE RESERVE DETERMINATION.............................3
VI DEFINITIONS......................................................3-6
VII RETROCESSION PREMIUM AND ADJUSTMENT................................6
VIII EXPERIENCE ACCOUNT BALANCE.......................................6-7
IX LOSS SETTLEMENTS...................................................7
X COMMUTATION AND EXPERIENCE REFUND..................................8
XI COMMUTATION APPROVAL ON CORPORATION'S POLICIES.....................8
XII EXPIRATION DURING LOSS.............................................9
XIII STOP LOSS (AGGREGATE) INCLUSION....................................9
XIV WARRANTY...........................................................9
XV CURRENCY...........................................................9
XVI ACCESS TO RECORDS..................................................9
XVII ERRORS AND OMISSIONS..............................................10
XVIII TAXES.............................................................10
XIX OFFSET............................................................10
XX INSOLVENCY.....................................................10-11
XXI ARBITRATION....................................................11-12
XXII NONWAIVER.........................................................12
XXIII INTERMEDIARY...................................................12-13
XXIV 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, 1998
---------------------------------------------
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, 1998, 12:01 a.m., Central Standard
Time, and prior to January 1, 1999, 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>
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, 1999, or such
alternate date established by the Corporation under the Extended Reporting Date
Option.
ARTICLE IV
----------
EXTENDED REPORTING DATE OPTION
- ------------------------------
At the sole option of the Corporation, on or before February 1, 1999, by
providing written notice to the Retrocessionaire, the Corporation may elect to
establish an alternate date of not later than February 1, 2000, for reporting
the aggregate amount of ceded ultimate net loss incurred for which the
retrocessionaire shall be liable (hereinafter the "Alternate Date").
<PAGE>
Page 3
ARTICLE V
---------
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.
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 VI
----------
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);
<PAGE>
Page 4
DEFINITIONS (continued)
- -----------------------
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.
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.
<PAGE>
Page 5
DEFINITIONS (continued)
- -----------------------
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.
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.
<PAGE>
Page 6
DEFINITIONS (continued)
- -----------------------
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 VII
-----------
RETROCESSION PREMIUM AND ADJUSTMENT
- -----------------------------------
A minimum and deposit premium of $XX,XXX,XXX is due in 1998 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, 1999, or the
Alternate Date. The retrocession premium, after deduction of the minimum and
deposit premium previously paid, shall be due at February 15, 1999, or the
Alternate Date.
In addition to such retrocession premium, there shall be an amount paid
reflecting an interest accrual from February 15, 1999 to the Alternate Date, if
applicable, at the rate of X.XXX% per quarter which shall be applied to such
retrocession premium.
The Corporation shall pay to the Retrocessionaire $X,XXX,XXX of the minimum and
deposit premium at January 1, 1998. The balance of all premium, including
retrocession premium due February 15, 1999, if any, shall be withheld by the
Corporation in an Experience Account for the purpose of subsequent loss payments
and profit sharing.
ARTICLE VIII
------------
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, 1998 the Experience Account
Balance shall be zero. The Experience Account Balance thereafter shall equal:
<PAGE>
Page 7
EXPERIENCE ACCOUNT BALANCE (continued)
- --------------------------------------
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 1998;
B) X.XX% during calendar years 1999, 2000 and 2001;
C) X.XXX% during calendar years 2002, 2003 and 2004; and
D) X.XX% during calendar year 2005 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.
ARTICLE IX
----------
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, 1999, or the Alternate Date, 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.
<PAGE>
Page 8
ARTICLE X
---------
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.
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 XI
----------
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.
<PAGE>
Page 9
ARTICLE XII
-----------
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 XIII
------------
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 XIV
-----------
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 XV
----------
CURRENCY
- --------
All financial transactions contemplated by this Agreement shall be in the
currency of the United States of America.
ARTICLE XVI
-----------
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.
<PAGE>
Page 10
ARTICLE XVII
------------
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 XVIII
-------------
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 XIX
-----------
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 XX
----------
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
<PAGE>
Page 11
INSOLVENCY (continued)
- ----------------------
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.
ARTICLE XXI
-----------
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.
<PAGE>
Page 12
ARBITRATION (continued)
- -----------------------
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.
ARTICLE XXII
------------
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 XXIII
-------------
INTERMEDIARY
- ------------
Bates Turner Intermediaries 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
<PAGE>
Page 13
INTERMEDIARY (continued)
- ------------------------
Retrocessionaire through Bates Turner Intermediaries 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.
ARTICLE XXIV
------------
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 10th day of April, 1998.
---- -----
EMPLOYERS REINSURANCE CORPORATION
By: /s/ Howard Johnson
--------------------------------------
Attest: /s/ Jane R. Gruschka
----------------------------------
At New York, New York, this 9th day of July, 1998.
--- ----
ZURICH REINSURANCE (NORTH AMERICA), INC.
By: /s/ Mark S. Baker
--------------------------------------
Attest: /s/ Mirek Wieczorek
----------------------------------
<PAGE>
SECOND WHOLE ACCOUNT AGGREGATE
EXCESS OF LOSS RETROCESSION AGREEMENT (E2)
for
EMPLOYERS REINSURANCE CORPORATION
Effective January 1, 1998
Prepared by:
BATES TURNER INTERMEDIARIES LLC
5200 Metcalf, P.O. Box 2959
Overland Park, Kansas 66201
Telephones:
(800) 465-8072
(913) 676-5920
Facsimile:
(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 EXTEDED REPORTING DATE OPTION......................................2
V RETROCESSIONAIRE RESERVE DETERMINATION.............................3
VI DEFINITIONS......................................................3-6
VII RETROCESSION PREMIUM AND ADJUSTMENT................................6
VIII EXPERIENCE ACCOUNT BALANCE.......................................6-7
IX LOSS SETTLEMENTS...................................................7
X COMMUTATION AND EXPERIENCE REFUND..................................8
XI COMMUTATION APPROVAL ON CORPORATION'S POLICIES.....................8
XII EXPIRATION DURING LOSS.............................................9
XIII STOP LOSS (AGGREGATE) INCLUSION....................................9
XIV WARRANTY...........................................................9
XV CURRENCY...........................................................9
XVI ACCESS TO RECORDS..................................................9
XVII ERRORS AND OMISSIONS..............................................10
XVIII TAXES.............................................................10
XIX OFFSET............................................................10
XX INSOLVENCY.....................................................10-11
XXI ARBITRATION....................................................11-12
XXII NONWAIVER.........................................................12
XXIII INTERMEDIARY...................................................12-13
XXIV 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, 1998
---------------------------------------------
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, 1998, 12:01 a.m., Central Standard
Time, and prior to January 1, 1999, 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>
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, 1999, or such
alternate date established by the Corporation under the Extended Reporting Date
Option.
ARTICLE IV
----------
EXTENDED REPORTING DATE OPTION
- ------------------------------
At the sole option of the Corporation, on or before February 1, 1999, by
providing written notice to the Retrocessionaire, the Corporation may elect to
establish an alternate date of not later than February 1, 2000, for reporting
the aggregate amount of ceded ultimate net loss incurred for which the
retrocessionaire shall be liable (hereinafter the "Alternate Date").
<PAGE>
Page 3
ARTICLE V
---------
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.
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 VI
----------
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);
<PAGE>
Page 4
DEFINITIONS (continued)
- -----------------------
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.
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.
<PAGE>
Page 5
DEFINITIONS (continued)
- -----------------------
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.
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.
<PAGE>
Page 6
DEFINITIONS (continued)
- -----------------------
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 VII
-----------
RETROCESSION PREMIUM AND ADJUSTMENT
- -----------------------------------
A minimum and deposit premium of $XX,XXX,XXX is due in 1998 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, 1999, or the
Alternate Date. The retrocession premium, after deduction of the minimum and
deposit premium previously paid, shall be due at February 15, 1999, or the
Alternate Date.
In addition to such retrocession premium, there shall be an amount paid
reflecting an interest accrual from February 15, 1999 to the Alternate Date, if
applicable, at the rate of X.XXX% per quarter which shall be applied to such
retrocession premium.
The Corporation shall pay to the Retrocessionaire $X,XXX,XXX of the minimum and
deposit premium at January 1, 1998. The balance of all premium, including
retrocession premium due February 15, 1999, if any, shall be withheld by the
Corporation in an Experience Account for the purpose of subsequent loss payments
and profit sharing.
ARTICLE VIII
------------
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, 1998 the Experience Account
Balance shall be zero. The Experience Account Balance thereafter shall equal:
<PAGE>
Page 7
EXPERIENCE ACCOUNT BALANCE (continued)
- --------------------------------------
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 1998;
B) X.XX% during calendar years 1999, 2000 and 2001;
C) X.XXX% during calendar years 2002, 2003 and 2004; and
D) X.XX% during calendar year 2005 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.
ARTICLE IX
----------
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, 1999, or the Alternate Date, 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.
<PAGE>
Page 8
ARTICLE X
---------
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.
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 XI
----------
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.
<PAGE>
Page 9
ARTICLE XII
-----------
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 XIII
------------
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 XIV
-----------
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 XV
----------
CURRENCY
- --------
All financial transactions contemplated by this Agreement shall be in the
currency of the United States of America.
ARTICLE XVI
-----------
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.
<PAGE>
Page 10
ARTICLE XVII
------------
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 XVIII
-------------
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 XIX
-----------
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 XX
----------
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
<PAGE>
Page 11
INSOLVENCY (continued)
- ----------------------
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.
ARTICLE XXI
-----------
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.
<PAGE>
Page 12
ARBITRATION (continued)
- -----------------------
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.
ARTICLE XXII
------------
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 XXIII
-------------
INTERMEDIARY
- ------------
Bates Turner Intermediaries 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
<PAGE>
Page 13
INTERMEDIARY (continued)
- ------------------------
Retrocessionaire through Bates Turner Intermediaries 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.
ARTICLE XXIV
------------
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 10th day of April, 1998.
---- -----
EMPLOYERS REINSURANCE CORPORATION
By: /s/ Howard Johnson
--------------------------------------
Attest: /s/ Jane R. Gruschka
----------------------------------
At New York, New York, this 9th day of July, 1998.
--- ----
NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA
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) 1998 1997 1996 1995 1994
--------------------------------------------
<S> <C> <C> <C> <C> <C>
Earnings:
Earnings before income taxes $1,070 $ 882 $780 $561 $409
Fixed charges:
Minority interest in net earnings of
consolidated subsidiaries (1) 85 83 84 95 97
Interest expense (2) 61 47 47 20 3
------ ------ ---- ---- ----
$1,216 $1,012 $911 $676 $509
====== ====== ==== ==== ====
Fixed charges:
Minority interest in net earnings of
consolidated subsidiaries (3) $ 117 $ 113 $110 $115 $108
Interest expense (2) 61 47 47 20 3
------ ------ ---- ---- ----
$ 178 $ 160 $157 $135 $111
====== ====== ==== ==== ====
Ratio of earnings to fixed charges 6.83 6.33 5.80 5.01 4.59
====== ====== ==== ==== ====
</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 taxes to earnings before income taxes for the respective period.
63
<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 22, 1999, relating to the consolidated statements of financial
position of GE Global Insurance Holding Corporation and subsidiaries as of
December 31, 1998 and 1997, 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, 1998, and all related schedules, which report appears
in the December 31, 1998, annual report on Form 10-K of GE Global Insurance
Holding Corporation.
KPMG LLP
Kansas City, Missouri
March 26, 1999
<TABLE> <S> <C>
<ARTICLE> 7
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<DEBT-HELD-FOR-SALE> 18,161
<DEBT-CARRYING-VALUE> 0
<DEBT-MARKET-VALUE> 0
<EQUITIES> 2,722
<MORTGAGE> 0
<REAL-ESTATE> 0
<TOTAL-INVEST> 21,987
<CASH> 258
<RECOVER-REINSURE> 3,915
<DEFERRED-ACQUISITION> 1,203
<TOTAL-ASSETS> 35,047
<POLICY-LOSSES> 19,787
<UNEARNED-PREMIUMS> 2,165
<POLICY-OTHER> 0
<POLICY-HOLDER-FUNDS> 1,487
<NOTES-PAYABLE> 557
0
150
<COMMON> 5
<OTHER-SE> 5,865
<TOTAL-LIABILITY-AND-EQUITY> 35,047
5,635
<INVESTMENT-INCOME> 985
<INVESTMENT-GAINS> 432
<OTHER-INCOME> 151
<BENEFITS> 4,103
<UNDERWRITING-AMORTIZATION> 1,357
<UNDERWRITING-OTHER> 588
<INCOME-PRETAX> 1,070
<INCOME-TAX> 291
<INCOME-CONTINUING> 779
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 779
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<RESERVE-OPEN> 9,114
<PROVISION-CURRENT> 3,286
<PROVISION-PRIOR> (126)
<PAYMENTS-CURRENT> 1,074
<PAYMENTS-PRIOR> 2,176
<RESERVE-CLOSE> 12,495
<CUMULATIVE-DEFICIENCY> (16)
</TABLE>
