AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 28, 2003
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 20-F/A
(AMENDMENT NO. 1)
(MARK ONE)
[ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g)
OF THE SECURITIES EXCHANGE ACT OF 1934
OR
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 1-15154
ALLIANZ AKTIENGESELLSCHAFT
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
FEDERAL REPUBLIC OF GERMANY
(JURISDICTION OF INCORPORATION OR ORGANIZATION)
KONIGINSTRASSE 28, 80802 MUNICH, GERMANY
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
SECURITIES REGISTERED OR TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
------------------- -----------------------------------------
ORDINARY SHARES (WITHOUT PAR VALUE)* THE NEW YORK STOCK EXCHANGE, INC.
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* Not for trading, but only in connection with the listing of American
Depositary Shares, pursuant to the requirements of the New York Stock
Exchange.
SECURITIES REGISTERED OR TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
NONE
SECURITIES FOR WHICH THERE IS A REPORTING OBLIGATION PURSUANT TO SECTION 15(d)
OF THE ACT: NONE
Indicate the number of outstanding shares of each of the issuer's classes
of capital or common stock at December 31, 2002:
Ordinary shares, without par value...................... 266,565,625 shares
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 which financial statement item the registrant has
elected to follow.
Item 17 [ ] Item 18 [X]
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This Amended Annual Report on Form 20-F/A dated November 28, 2003 is being
filed by Allianz Aktiengesellschaft to amend the Annual Report on Form 20-F for
the fiscal year ended December 31, 2002 filed on July 11, 2003. The principal
changes are as follows: (1) we have amended "Item 18. Financial Statements" to
(i) revise certain prior year financial statement items, as described in Note 2;
(ii) correct various prior year unrealized gain and loss amounts for securities
available for sale; and (iii) include an audit report from KPMG Deutsche
Treuhand-Gesellschaft Aktiengesellschaft Wirtschaftsprufungsgesellschaft,
independent auditors; and (2) we have made conforming changes to "Item 3. Key
Information" and "Items 4-5. Information on the Company and Operating and
Financial Review and Prospects."
We have included under "Item 19. Exhibits" the certifications of the
principal executive officer and principal financial officer of Allianz
Aktiengesellschaft required as Exhibits 12 and 13. Other than the foregoing
items and conforming changes related thereto, and the correction of certain
typographical errors, no part of the Annual Report on Form 20-F filed on July
11, 2003 is being amended, and the filing of this Amended Annual Report on Form
20-F/A should not be understood to mean that any other statements contained
therein are true or complete as of any date subsequent to July 11, 2003.
TABLE OF CONTENTS
ITEM PAGE
---- ----
PRESENTATION OF FINANCIAL AND OTHER INFORMATION............................. 1
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS................... 2
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS....... 3
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE..................... 3
ITEM 3. KEY INFORMATION............................................. 3
Selected Consolidated Financial Data........................ 3
Dividends................................................... 4
Exchange Rate Information................................... 5
Risk Factors................................................ 7
ITEMS 4. - 5. INFORMATION ON THE COMPANY AND
OPERATING AND FINANCIAL REVIEW AND PROSPECTS................ 18
Introduction................................................ 18
Strategy.................................................... 19
Summary Financial Information............................... 22
Recent Developments......................................... 24
Factors Affecting Results of Operations..................... 24
Critical Accounting Policies................................ 26
Accounting Differences...................................... 29
Consolidated Results of Operations.......................... 29
Consolidated Assets and Liabilities......................... 31
Investment Portfolio Impairments and Unrealized Losses...... 32
Unrealized Losses........................................... 34
Property-Casualty Insurance Operations...................... 37
Germany................................................... 43
Rest of Europe............................................ 50
NAFTA..................................................... 57
Rest of World............................................. 59
Specialty Lines............................................. 61
Life/Health Insurance Operations............................ 64
Germany................................................... 67
Rest of Europe............................................ 73
Rest of World............................................. 76
Banking Operations.......................................... 79
Asset Management Operations................................. 98
Liquidity and Capital Resources............................. 113
Consolidated Cash Flows..................................... 113
Property-Casualty Insurance Reserves........................ 116
Selected Statistical Information Relating to Our Banking
Operations.................................................. 130
Regulation and Supervision.................................. 156
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES.................. 177
Corporate Governance........................................ 177
Management Board............................................ 178
Supervisory Board........................................... 180
Compensation of Directors and Officers...................... 184
Board Practices............................................. 186
i
ITEM PAGE
---- ----
Share Ownership............................................. 186
Employees................................................... 186
Options to Purchase Securities.............................. 187
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS........... 188
Major Shareholders.......................................... 188
Related Party Transactions.................................. 189
ITEM 8. FINANCIAL INFORMATION....................................... 192
Consolidated Statements and Other Financial Information..... 192
Legal Proceedings........................................... 192
Dividend Policy............................................. 195
Significant Changes......................................... 195
ITEM 9. THE OFFER AND LISTING....................................... 195
Trading Markets............................................. 195
Market Price Information.................................... 195
ITEM 10. ADDITIONAL INFORMATION...................................... 198
Objects and Purposes........................................ 198
Share Capital............................................... 198
Material Contracts.......................................... 199
Exchange Controls........................................... 199
Taxation.................................................... 200
Documents on Display........................................ 205
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK........................................................ 206
Risk Management Organization................................ 206
Market Risk Measurement..................................... 212
Allianz Group Market Risk Exposure Estimates................ 213
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES...... 217
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES............. 218
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND
USE OF PROCEEDS............................................. 218
ITEM 15. CONTROLS AND PROCEDURES..................................... 218
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT............................ 218
ITEM 16B. CODE OF ETHICS.............................................. 218
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES...................... 218
ITEM 17. FINANCIAL STATEMENTS........................................ 219
ITEM 18. FINANCIAL STATEMENTS........................................ 219
ITEM 19. EXHIBITS.................................................... 219
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES.................... F-1
ii
PRESENTATION OF FINANCIAL AND OTHER INFORMATION
Unless otherwise indicated, when we use the term "consolidated financial
statements," we are referring to the consolidated financial statements
(including the related notes) of Allianz Aktiengesellschaft (or Allianz AG, and
together with its consolidated subsidiaries, the Allianz Group) as of December
31, 2002 and 2001 and for each of the years in the three-year period ended
December 31, 2002, which have been audited by KPMG Deutsche
Treuhand-Gesellschaft AG Wirtschaftsprufungsgesellschaft. The consolidated
financial statements have been prepared in accordance with International
Financial Reporting Standards (or IFRS), which differ in certain respects from
accounting principles generally accepted in the United States of America (U.S.
GAAP). For a discussion of significant differences between IFRS and U.S. GAAP,
you should read Note 45 to the consolidated financial statements. All 1999 and
1998 balances have been restated to reflect the retroactive consolidation of
certain investment funds in accordance with IAS Standing Interpretations
Committee (or SIC) 12. Note 45 to our consolidated financial statements includes
a restatement of previous U.S. GAAP reconciling items for the year ended
December 31, 2000. Income statement balances in 2002 and 2001 have been
reclassified to reflect the elimination of certain amounts recorded as both
reserve adjustments and expenses. In addition, the amounts set forth in some of
the tables may not add up to the total amounts given in those tables due to
rounding.
References herein to "DM" are to Deutsche marks, references to "$", "US$"
and "U.S. dollars" are to United States dollars and references to "E" and "euro"
are to the euro, the single currency established for participants in the third
stage of the European Economic and Monetary Union (or EMU), commencing January
1, 1999. We refer to the countries participating in the third stage of the EMU
as the "euro zone."
Prior to December 31, 1998, we prepared and reported our consolidated
financial statements in DM. With the introduction of the euro on January 1,
1999, we have adopted the euro as our reporting currency. Accordingly, our DM
consolidated financial statements for 1998 have been restated into euro using
the official fixed conversion rate of E1.00 = DM1.95583. Our 1998 restated euro
financial statements depict the same trends as would have been presented if the
financial statements had been continued to be presented in DM. However, the
consolidated financial statements will not be comparable to the euro financial
statements of other companies that previously reported their financial
information in a currency other than DM.
For convenience only (except where noted otherwise), some of the euro
figures have been translated into U.S. dollars at the rate of US$1.1710 = E1.00,
the noon buying rate in New York for cable transfers in euros certified by the
Federal Reserve Bank of New York for customs purposes on June 18, 2003. These
translations do not mean that the euro amounts actually represent those U.S.
dollar amounts or could be converted into U.S. dollars at those rates. See "Key
Information -- Exchange Rate Information" for information concerning the noon
buying rates for the DM and the euro from January 1, 1998 through June 18, 2003.
Unless otherwise indicated, when we use the terms "gross premiums," "gross
premiums written" and "gross written premiums," we are referring to premiums
(whether or not earned) for insurance policies written during a specific period,
without deduction for premiums ceded to reinsurers, and when we use the terms
"net premiums," "net premiums written" and "net written premiums," we are
referring to premiums (whether or not earned) for insurance policies written
during a specified period, after deduction for premiums ceded to reinsurers.
Unless otherwise indicated, we have obtained data regarding the relative
size of various national insurance markets from annual reports prepared by
SIGMA, an independent organization which publishes market research data on the
insurance industry. In addition, unless otherwise indicated, insurance market
share data are based on gross premiums written. Data on market share within
particular countries is based on our own internal estimates.
1
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This annual report includes "forward-looking statements" within the meaning
of the safe harbor provisions of The Private Securities Litigation Reform Act of
1995. These include statements under "Information on the Company and Operating
and Financial Review and Prospects," "Quantitative and Qualitative Disclosures
About Market Risk" and elsewhere in this annual report relating to, among other
things, our future financial performance, plans and expectations regarding
developments in our business, growth and profitability, and general industry and
business conditions applicable to the Allianz Group. These forward-looking
statements can generally be identified by terminology such as "may," "will,"
"should," "expects," "plans," "intends," "anticipates," "believes," "estimates,"
"predicts," "potential," or "continue" or other similar terminology. We have
based these forward-looking statements on our current expectations, assumptions,
estimates and projections about future events. These forward-looking statements
are subject to a number of risks, uncertainties, assumptions and other factors
that may cause our actual results, performance or achievements or those of our
industry to be materially different from or worse than those expressed or
implied by these forward-looking statements. These factors include, without
limitation:
- general economic conditions, including in particular economic conditions
in our core business areas and core markets;
- function and performance of global financial markets, including emerging
markets;
- frequency and severity of insured loss events, including terror attacks,
environmental and asbestos claims;
- mortality and morbidity levels and trends;
- persistency levels;
- interest rate levels;
- currency exchange rate developments, including the euro/U.S. dollar
exchange rate;
- levels of additional loan loss provisions due to weakening credit
quality;
- further impairments of investments;
- general competitive factors, in each case on a local, regional, national
and global level;
- changes in laws and regulations, including in the United States and in
the European Union;
- changes in the policies of central banks and/or foreign governments;
- the impact of our acquisition of Dresdner Bank AG, including related
integration and restructuring issues; and
- terror attacks, events of war, and their respective consequences.
2
PART I
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS
Not applicable.
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
Not applicable.
ITEM 3. KEY INFORMATION
SELECTED CONSOLIDATED FINANCIAL DATA
The selected consolidated financial data set forth below are derived from
our consolidated financial statements, which have been audited by KPMG Deutsche
Treuhand-Gesellschaft AG Wirtschaftsprufungsgesellschaft.
We prepare our consolidated financial statements in accordance with IFRS,
which differ in certain significant respects from U.S. GAAP. For a description
of the significant differences between IFRS and U.S. GAAP and a reconciliation
of certain income statement and balance sheet items to U.S. GAAP, you should
read Note 45 to the consolidated financial statements.
You should read the information below in conjunction with our consolidated
financial statements and the other financial information we have included
elsewhere in this annual report.
AT OR FOR THE YEAR ENDED DECEMBER 31,
----------------------------------------------------------
2002(1) 2002 2001 2000 1999 1998(2)
------- ------- ------- ------- ------- -------
$ E E E E E
(IN MILLIONS, EXCEPT PER SHARE DATA)
IFRS CONSOLIDATED INCOME STATEMENT
DATA
Gross premiums written(3)
Property-Casualty............... 50,697 43,294 42,137 38,382 36,027 30,868
Life/Health..................... 24,196 20,663 20,145 20,239 18,473 15,882
Consolidation adjustments(4).... (941) (804) (694) (736) (693) (543)
------- ------- ------- ------- ------- -------
Total........................ 73,952 63,153 61,588 57,885 53,807 46,207
Premiums earned (net)............. 64,561 55,133 52,745 49,907 46,182 39,781
Total income
Property-Casualty............... 65,056 55,556 48,770 45,197 42,079 35,687
Life/Health..................... 42,784 36,536 34,092 37,251 32,723 27,319
Banking Operations.............. 24,913 21,275 12,755 1,722 1,795 1,266
Asset Management Operations..... 3,730 3,185 2,738 1,722 693 754
Consolidation adjustments(4).... (10,394) (8,876) (2,705) (2,103) (1,471) (1,519)
------- ------- ------- ------- ------- -------
Total........................ 126,089 107,676 95,650 83,789 75,819 63,507
Net income........................ (1,439) (1,229) 1,585 3,448 2,317 2,177
Earnings per share................ (5.93) (5.06) 6.51 14.05 9.46 8.97
Earnings per share, diluted....... (5.93) (5.06) 6.51 14.05 9.46 8.97
U.S. GAAP CONSOLIDATED INCOME
STATEMENT DATA
Net income........................ (1,475) (1,260) 4,246 6,519(5) 2,869 2,185
Net income per share.............. (6.39) (5.46) 18.79 28.85(5) 11.70 9.01
3
AT OR FOR THE YEAR ENDED DECEMBER 31,
----------------------------------------------------------
2002(1) 2002 2001 2000 1999 1998(2)
------- ------- ------- ------- ------- -------
$ E E E E E
(IN MILLIONS, EXCEPT PER SHARE DATA)
IFRS CONSOLIDATED BALANCE SHEET
DATA
Total investments(6).............. 845,567 722,090 809,630 350,895 331,700 300,868
Total assets...................... 997,893 852,172 942,986 440,008 410,690 365,575
Total insurance reserves.......... 358,048 305,763 299,512 284,824 268,064 237,663
Total liabilities................. 972,514 830,499 911,373 404,416 381,014 340,508
Issued capital and capital
reserves........................ 17,313 14,785 14,769 7,994 7,811 7,721
Shareholders' equity.............. 25,379 21,673 31,613 35,592 29,676 25,066
Shareholders' equity per share.... 104 89 131 145 121 103
Weighted average number of shares
outstanding
Basic........................... 284.3 242.8 243.6 245.4 245.0 242.5
Diluted......................... 284.3 242.8 243.6 245.4 245.0 242.5
U.S. GAAP CONSOLIDATED BALANCE
SHEET DATA
Shareholders' equity.............. 26,741 22,836 31,655 35,102(5) 30,003 25,457
Shareholders' equity per share.... 116 99 140 155(5) 122 104
OTHER FINANCIAL AND OPERATING DATA
Combined ratio (for the period)... 105.7% 105.7% 108.8% 104.9% 104.5% 100.8%
Third-party assets................ 656,449 560,588 620,458 336,424 29,506 22,548
Market capitalization............. 25,892 22,111 64,156 97,813 81,920 77,513
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(1) Amounts given in euros have been translated for convenience only into U.S.
dollars at the rate of US$1.1710 = E1.00, the noon buying rate in New York
for cable transfers in euros certified by the Federal Reserve Bank of New
York for customs purposes on June 18, 2003. See "Presentation of Financial
and Other Information."
(2) All 1998 balances have been restated from Deutsche marks into euros using
the official fixed conversion rate. See "Presentation of Financial and Other
Information."
(3) In some countries, health insurance operations are reflected in either or
both of the property-casualty and life/health segments in accordance with
local practice and regulatory considerations.
(4) Represents the elimination of intercompany transactions between Group
companies in different segments.
(5) See Note 45 to our consolidated financial statements for a discussion of our
restatement of previous U.S. GAAP reconciling items.
(6) Includes separate account assets. For additional information on investments,
see "Information on the Company and Operating and Financial Review and
Prospects -- Asset Management Operations."
DIVIDENDS
The following table sets forth the annual dividends paid per ordinary share
and American Depositary Share (or ADS) equivalent for 1998 through 2002. The
table does not reflect the
4
related tax credits available to German taxpayers. See "Additional
Information -- Taxation -- German Taxation -- Taxation of Dividends."
DIVIDEND DIVIDEND PAID
PER ORDINARY PER ADS
SHARE EQUIVALENT
------------- -------------
E(1) $(2) E(1) $(2)
1998........................................................ 1.12 1.06 0.112 0.106
1999........................................................ 1.25 1.18 0.125 0.118
2000........................................................ 1.50 1.42 0.150 0.142
2001........................................................ 1.50 1.42 0.150 0.142
2002........................................................ 1.50 1.76 0.150 0.176
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(1) Dividends for 1998 were declared in Deutsche marks.
(2) Dividend amounts given in euros have been translated for convenience only
into U.S. dollars at the rate of US$1.1710 = E1.00, the noon buying rate in
New York for cable transfers in euros certified by the Federal Reserve Bank
of New York for customs purposes on June 18, 2003. See "Presentation of
Financial and Other Information."
Although the ability to pay future dividends will depend upon our future
earnings, financial condition (including our cash needs), prospects and other
factors, we do not presently anticipate any changes to our current dividend
policy. However, you should not assume that any dividends will actually be paid
or make any assumptions about the amount of dividends which will be paid in any
given year. See "Financial Information -- Dividend Policy."
EXCHANGE RATE INFORMATION
Germany is a member of the European Community. Pursuant to the Maastricht
Treaty to which Germany and other members of the European Community are
signatories, the euro is legal tender in those member states of the EMU that
satisfied the convergence criteria set forth in the Maastricht Treaty, including
Germany. The euro replaced the Deutsche mark as the official currency of Germany
on January 1, 1999, after which the Deutsche mark continued to exist solely as a
subdivision of the euro. The Deutsche mark ceased to be legal tender in the
Federal Republic of Germany on January 1, 2002. The conversion rate between the
Deutsche mark and the euro in the period between January 1, 1999 and January 1,
2002 was fixed by the Council of the European Union at DM1.95583 = E1.00.
As of January 1, 1999, we declare all dividends in euros. As a result,
euro/U.S. dollar exchange rate fluctuations will affect the U.S. dollar
equivalent of any cash dividend received by holders of ordinary shares or ADSs.
The table below sets forth, for the periods indicated, information
concerning the noon buying rates for the euro expressed in U.S. dollars per
E1.00. No representation is made that the euro or U.S. dollar amounts referred
to herein could be or could have been converted into U.S. dollars or euros, as
the case may be, at any particular rate or at all.
Since the euro did not exist prior to January 1, 1999, we cannot present
actual exchange rates between the euro and the U.S. dollar for earlier periods
in our consolidated financial statements and in the other financial information
discussed in this annual report. To enable you to ascertain how the trends in
our financial results might have appeared had they been expressed in U.S.
dollars, the table below shows the high, low, average and period-end exchange
rates of U.S. dollars per euro for the periods shown. For all periods prior to
the creation of the euro on January 1, 1999, this information has been
calculated using the noon buying rates for the Deutsche mark per US$1.00 for
each period, as translated into euro at the official fixed rate of DM1.95583 =
E1.00.
5
PERIOD PERIOD
HIGH LOW AVERAGE(1) END
---- --- ---------- ------
($ PER E1.00)
1998................................................. 1.2178 1.0548 1.1120 1.1733
1999................................................. 1.1812 1.0016 1.0588 1.0070
2000................................................. 1.0335 0.8270 0.9207 0.9388
2001................................................. 0.9535 0.8370 0.8909 0.8901
2002................................................. 1.0485 0.9927 0.9495 1.0485
December........................................... 1.0485 0.9927 1.0206 1.0485
2003
January............................................ 1.0861 1.0361 1.0550 1.0739
February........................................... 1.0875 1.0708 1.0770 1.0779
March.............................................. 1.1062 1.0545 1.0868 1.0900
April.............................................. 1.1180 1.0621 1.1042 1.1180
May................................................ 1.1853 1.1200 1.1502 1.1766
June (until June 18, 2003)......................... 1.1870 1.1678 1.1790 1.1710
---------------
(1) Computed using the average of the noon buying rates for Deutsche marks or
euros on the last business day of each month during the relevant annual
period or on the first and last business days of each month during the
relevant monthly period.
On June 18, 2003, the noon buying rate for the euro was US$1.1710.
6
RISK FACTORS
You should carefully review the following risk factors together with the
other information contained in this annual report before making an investment
decision. Our financial position and results of operations may be materially
adversely affected by each of these risks. The market price of our ADSs may
decline as a result of each of these risks and investors may lose the value of
their investment in whole or in part. Additional risks not currently known to us
or that we now deem immaterial may also adversely affect our business and your
investment.
INTEREST RATE VOLATILITY MAY ADVERSELY AFFECT OUR RESULTS OF OPERATIONS.
Changes in prevailing interest rates (including changes in the difference
between the levels of prevailing short- and long-term rates) can affect our
insurance, asset management and banking results. Over the past several years,
movements in both short- and long-term interest rates have affected the level
and timing of recognition of gains and losses on securities held in our various
investment portfolios. Our investment portfolios are heavily weighted toward
euro-denominated fixed-income investments. Accordingly, interest rate movements
in the euro zone will significantly affect the value of our investment
portfolios. In 2002, lower interest rates resulted in a decline in current
income from new investments in fixed-income securities as higher yielding
investments matured. An increase in interest rates could substantially decrease
the value of the fixed income portfolio, and any unexpected change in interest
rates could materially adversely affect our bond and interest rate derivative
positions.
Excluding separate account assets and trading assets, our insurance
investment portfolio consists primarily of fixed income securities, which
represented approximately 74% of our insurance investments at December 31, 2002.
Excluding trading assets, certain loans to banks and loans to customers, our
banking investment portfolio consists primarily of fixed-income securities
(approximately 65% at December 31, 2002).
The short-term impact of interest rate fluctuations on our life/health
insurance business may be reduced in part by products designed to partly or
entirely transfer our exposure to interest rate movements to the policyholder.
While product design reduces our exposure to interest rate volatility, changes
in interest rates will impact this business to the extent they result in changes
to current interest income, impact the value of our fixed income portfolio, and
affect the levels of new product sales or surrenders of business in force. In
addition, reductions in the investment income below the rates assumed in product
pricing, or below the regulatory minimum required rates in countries such as
Germany and Switzerland, would reduce or eliminate the profit margins on the
life/health insurance business written by our life/health subsidiaries.
Results of our asset management business may also be affected by movements
in interest rates, since management fees are generally based on the value of
assets under management, which fluctuate with changes in the level of interest
rates.
In addition, our management of interest rate risks affects the results of
our banking operations. The composition of our banking assets and liabilities,
and any mismatches resulting from that composition, cause the net income of our
banking operations to vary with changes in interest rates. We are particularly
impacted by changes in interest rates as they relate to different maturities of
contracts and the different currencies in which we hold interest rate positions.
A mismatch with respect to maturity of interest-earning assets and
interest-bearing liabilities in any given period can have a material adverse
effect on the financial position or results of operations of our banking
business. In 2002, both the net interest margin and the net interest spread in
our banking operations declined significantly from 2001 levels, due to changes
in the mix of our assets and liabilities. If we are unable to manage any
mismatch between our interest earning-assets and interest-bearing liabilities,
the consequences of further declines in net interest margin and net interest
income could have a material adverse effect on our results of operations. For
7
additional information, see "Information on the Company and Operating and
Financial Review and Prospects -- Selected Statistical Information Relating to
Our Banking Operations."
OUR INVESTMENT PORTFOLIO IS SIGNIFICANTLY EXPOSED TO EQUITY SECURITIES. MARKET
RISKS COULD IMPAIR THIS PORTFOLIO AND ADVERSELY IMPACT OUR FINANCIAL POSITION
AND RESULTS OF OPERATIONS.
We hold a significant equity portfolio, which represented approximately 19%
of our investments (excluding separate account assets, trading assets, certain
loans to banks and loans to customers) at December 31, 2002. Our equity
investment portfolio includes, in particular, large stakes in a number of major
German companies, including Munchener Ruckversicherungs-Gesellschaft
Aktiengesellschaft in Munchen (or Munich Re) and Beiersdorf AG, significant
holdings in companies in France and Italy and equity investments in companies in
virtually all major financial markets of the world. Fluctuations in equity
markets affect the market value and liquidity of these holdings.
Most of our assets and liabilities are recorded at fair value, including
trading assets and liabilities, and securities available for sale. Changes in
the value of securities held for trading purposes are recorded through the
consolidated statement of income. Changes in the market value of securities
available for sale are recorded directly in the consolidated shareholders'
equity. Securities available for sale are reviewed regularly for impairments,
and valuation writedowns to fair value are charged to income if an other than
temporary diminution in value occurs. If a decline in the market value below the
original cost of an available for sale security is considered other than
temporary, the decline in value will be recorded in the consolidated income
statement. A decline in the market value below the original cost of a security
available for sale generally is determined to be other than temporary if it is
20% or more below book value for more than six consecutive months.
In 2002, developments in the capital markets had a significant impact on
our investment portfolios, reducing their value by E60.0 billion. In particular,
reduced valuations of our equity portfolio led to a reduction of approximately
E7.2 billion in the amount of net unrealized gains in our shareholders' equity.
We recorded an additional net income effect of E846 million from impairment
losses on our equity portfolio in the first quarter of 2003. If equity markets
continue to decline, further significant impairments affecting net income and
reductions in shareholders' equity could be realized in 2003. Accordingly, in
the event of further market declines, there can be no assurance as to the amount
or timing of future unrealized losses or impairments of equity securities, which
may, in each case, materially adversely impact our results of operations and
shareholders' equity.
MARKET FACTORS, AS WELL AS A LACK OF IMPROVEMENT IN OUR OPERATING PERFORMANCE,
COULD ADVERSELY AFFECT GOODWILL, DEFERRED ACQUISITION COSTS AND DEFERRED TAX
ASSETS; OUR DEFERRED TAX ASSETS ARE ALSO POTENTIALLY IMPACTED BY CHANGES IN
GERMAN TAX LEGISLATION.
The current uncertain trends and investment climate in many of our major
markets have adversely affected our businesses and profitability in 2002 and can
be expected to continue to do so unless conditions improve.
Business and market conditions may impact the amount of goodwill we carry
in our consolidated accounts. As of December 31, 2002 we have recorded goodwill
in an aggregate amount of E13,786 million, of which E2,216 million relates to
our banking business, E5,079 million to our asset management business and E6,491
million relates to our insurance business.
Our banking operations, of which Dresdner Bank represents by far the most
significant component, reported a net loss of E1,358 million for the year ended
December 31, 2002. See "Information on the Company and Operating and Financial
Review and Prospects -- Banking Operations -- Results of Operations."
Notwithstanding such loss, at December 31, 2002, we concluded that a writedown
of the goodwill relating to Dresdner Bank was not required. We are
8
implementing further turnaround steps and continue to expect the turnaround of
our banking operations in the near future. If conditions in our banking
operations do not improve or continue to deteriorate, however, an impairment
test for the fiscal year 2003 could result in a significant writedown of
goodwill, adversely impacting our results of operations. As the value of certain
other parts of our businesses, including in particular our asset management
business, are also significantly impacted by such factors as the state of
financial markets and ongoing operating performance, significant declines in
financial markets or operating performance could also result in impairment of
other goodwill carried by us and result in further significant writedowns, which
could be material.
The assumptions we made with respect to recoverability of deferred
acquisition costs (or DAC), particularly in our annuity business in the United
States, are also affected by such factors as operating performance and market
conditions. DAC is incurred in connection with the production of new business
and deferred, to be amortized generally in proportion to profits expected to be
generated over the life of the underlying contracts. If the assumptions on which
expected profits are based prove to be incorrect, it may be necessary to
accelerate amortization of DAC, which could materially adversely affect results
of operations.
As of December 31, 2002, we had a total of E13,311 million in deferred tax
assets. We also recorded deferred tax liabilities of E12,188 million. The
calculation of the respective tax assets and liabilities is based on current tax
laws and accounting standards and depends on the performance of the Group as a
whole and certain business units in particular. At December 31, 2002, E4,910
million (E3,019 million as of December 31, 2001) of deferred tax assets depended
on the ability to use existing tax-loss carry forwards.
Changes in tax legislation or regulations or an operating performance below
currently anticipated levels may lead to a significant impairment of tax assets.
The Draft Bill on the Reduction of Tax Privileges
(Steuervergunstigungsabbaugesetz) proposed by the German government accordingly
provided for a minimum taxation, pursuant to which tax loss carryforwards could
be offset against only 50% of taxable profits for purposes of corporate and
trade income tax. In addition, the proposal included limitations on the use of
tax credits from prior year profits in connection with profit distributions.
After the draft act was passed by the German First Chamber (Bundestag) and
rejected by the Second Chamber (Bundesrat), on April 9, 2003, the Mediation
Committee (Vermittlungsausschuss) of the Bundestag and Bundesrat proposed a
compromise to the Draft Bill on the Reduction of Tax Privileges. The proposed
compromise included essentially a temporary restriction of the use of accrued
corporate tax credits through the introduction of a three-year moratorium. The
proposals that were not included in the compromise, however, are expected to be
reintroduced, perhaps in modified form in a separate legislative process. In
this case, we could be obligated to write-off certain tax assets. Tax assets may
also need to be written down if certain assumptions of profitability prove to be
incorrect, as losses incurred for longer than expected will make the usability
of tax assets more unlikely. Any such development may have a material adverse
impact on our results of operations.
ALLIANZ AG OPERATES BOTH AS A REINSURANCE COMPANY AND AS A HOLDING COMPANY FOR
THE ALLIANZ GROUP, AND IS EXPOSED TO VARIOUS LIQUIDITY RISKS.
Allianz AG acts as the principal reinsurer for the Group companies. At the
same time, Allianz AG is a holding company, conducting its insurance and
financial services operations through direct and indirect subsidiaries. In
addition to premiums from our reinsurance operations, the principal sources of
Allianz AG's funds are dividends received from subsidiaries, associated
companies and other equity investments as well as funds that we may raise from
time to time through the issuance of debt or equity securities or through bank
or other borrowings. Allianz AG's uses of funds include payment of interest on
our outstanding debt, obligations arising in our reinsurance business, which may
include large and unpredictable claims including
9
catastrophe claims, as well as the funding of potential capital requirements of
our operating subsidiaries or of acquisitions.
As of December 31, 2002, Allianz AG had total outstanding debt of E35,475
million (2001: E23,219 million), including amounts owed to credit institutions
of E2,247 million, outstanding subordinated debt instruments of E3,575 million
and outstanding non-subordinated debt instruments of E29,654 million (2001:
E3,079 million, E0 million and E20,140 million, respectively). For the year
ended December 31, 2002, Allianz AG made payments of E1,111 million in respect
of interest on outstanding debt. E1,810 million of long-term debt of Allianz AG
to non-Group companies matures during 2003. Allianz AG has implemented a hedging
strategy to protect its equity portfolio from further losses due to downward
market moves. This strategy includes the use of forward contracts for
which -- in the case of adverse market moves -- margin payments have to be made.
Those margin payments have to be made in cash. In addition, on each of March 31,
2003 and June 30, 2003, respectively, a subsidiary of Allianz AG received notice
from the former parent company of our asset management subsidiary PIMCO Group
(or PIMCO) that such former parent company had exercised its right to put US$250
million of its remaining ownership interest in PIMCO to Allianz, with payment
therefor due by April 30, 2003 and July 31, 2003, respectively. The first such
payment was made on April 14, 2003. For additional discussion concerning these
put arrangements, see "Information on the Company and Operating and Financial
Review and Prospects -- Recent Developments" and "Information on the Company and
Operating and Financial Review and Prospects -- Asset Management
Operations -- Results of Operations -- Year Ended December 31, 2002 compared to
Year Ended December 31, 2001 -- Net Income."
Allianz AG expects that its premiums from its own reinsurance business,
together with dividends and other amounts received from subsidiaries, associated
companies and other investments, will continue to cover its operating expenses,
including interest payments on its outstanding debt, together with its
reinsurance and other obligations. As a holding company, Allianz AG can offer no
assurance, however, that funds available to it will continue to be sufficient to
meet its operating expenses, funding obligations and interest payments in the
future, and that it will not need to raise additional funds from time to time
through the issuance of debt or equity securities, through bank or other
borrowings or through dispositions of assets or other transactions, nor as to
the adequacy or timing of any such measures.
LOSS RESERVES FOR OUR PROPERTY-CASUALTY INSURANCE AND REINSURANCE POLICIES ARE
BASED ON ESTIMATES AS TO FUTURE CLAIMS LIABILITIES. IN 2002, WE MADE SIGNIFICANT
ADDITIONAL RESERVES RELATING TO ASBESTOS-RELATED AND ENVIRONMENTAL CLAIMS IN THE
UNITED STATES AND IN CONNECTION WITH DISCONTINUED AND RUN-OFF BUSINESSES.
FURTHER ADVERSE DEVELOPMENTS RELATING TO CLAIMS COULD LEAD TO FURTHER RESERVE
ADDITIONS AND MATERIALLY ADVERSELY IMPACT OUR RESULTS OF OPERATIONS.
In accordance with industry practice and accounting and regulatory
requirements, we establish reserves for loss and loss adjustment expenses
related to our property-casualty insurance and reinsurance businesses, including
discontinued property and casualty business in run-off. Reserves are based on
estimates of future payments that will be made in respect of claims, including
expenses relating to such claims. Such estimates are made both on a case-by-
case basis, based on the facts and circumstances available at the time the
reserves are established, as well as in respect of losses that have been
incurred but not reported (or IBNR) to the Group. These reserves represent the
estimated ultimate cost necessary to bring all pending reported and IBNR claims
to final settlement.
Reserves, including IBNR reserves, are subject to change due to a number of
variables which affect the ultimate cost of claims, such as changes in the legal
environment, results of litigation, changes in medical costs, costs of repairs
and risk factors such as inflation. Our earnings depend significantly upon the
extent to which our actual claims experience is consistent with the assumptions
we use in setting the prices for products and establishing the liabilities for
10
obligations for technical provisions and claims. To the extent that our actual
claims experience is less favorable than the underlying assumptions used in
establishing such liabilities, we may be required to increase our reserves,
which may materially adversely effect earnings.
Reserves Generally. Established loss reserves estimates are periodically
adjusted in the ordinary course of settlement, using the most current
information available to management, and any adjustments resulting from changes
in reserve estimates are reflected in current results of operations. We also
conduct reviews of various lines of business to consider the adequacy of reserve
levels, as we did recently with our asbestos and environmental exposure in the
United States. Based on current information available to us and on the basis of
our internal procedures, our management considers that these reserves are
adequate. However, because the establishment of claims reserves is an inherently
uncertain process, there can be no assurance that ultimate losses will not
materially exceed our loss reserves and have a material adverse effect on our
earnings. See "Information on the Company and Operating and Financial Review and
Prospects -- Property-Casualty Insurance Reserves -- General."
Asbestos-related and Environmental Pollution Claims. In relation to
asbestos-related and environmental pollution, it has been necessary, and may
over time continue to be necessary, to revise estimated potential loss exposure
and, therefore, the related loss reserves. Changes in law, novel or changing
policy interpretations, evolving judicial theories as well as developments in
class action litigation add to the uncertainties inherent in claims of this
nature. As a result, we continue to monitor developments in asbestos-related and
environmental claims and may determine that further adjustments in the reserve
amounts are required in the future. In 2002, reserves were increased for
asbestos and environmental claims in the United States by E762 million following
external and internal actuarial reviews.
Discontinued and Run-off Insurance Businesses. We maintain loss reserves
in our discontinued and run-off insurance businesses to cover our estimated
ultimate liability for losses and loss adjustment expenses for reported and
unreported losses incurred as of the end of each accounting period. We have
discontinued certain lines of business formerly pursued by Fireman's Fund
Insurance Company (or Fireman's Fund) in the United States, including the
surety, national accounts, diversified risk and medical malpractice lines of
business. Commercial auto liability, medical malpractice, other liability and
workers' compensation reserves were increased in respect of prior years in the
amount of E230 million in 2002. We believe that reserves associated with
discontinued lines are adequate; however, the costs and liabilities associated
with these divested and run-off businesses and other contingent liabilities
could cause us to take additional charges that could be material to our results
of operations. In particular, Fireman's Fund has issued surety bonds in favor of
certain companies, some of which are currently experiencing financial
difficulties. In the case of a default in respect of the obligations covered by
the surety bonds, Fireman's Fund could be required to establish significant
additional loss reserves.
ACTUARIAL EXPERIENCE AND OTHER FACTORS COULD DIFFER FROM THAT ASSUMED IN THE
CALCULATION OF LIFE/HEALTH ACTUARIAL RESERVES AND PENSION LIABILITIES.
The assumptions we make in assessing our life/health insurance reserves may
differ from what we experience in the future. We derive our life/health
insurance reserves using "best estimate" actuarial practices and assumptions.
These assumptions include the assessment of the long term development of
interest rates, investment returns, the allocation of investments between
equity, fixed income and other categories, policyholder bonus rates (some of
which are guaranteed), mortality and morbidity rates, policyholder lapses and
future expense levels. We monitor our actual experience of these assumptions and
to the extent that we consider that this experience will continue in the longer
term we refine our long-term assumptions. Similarly, estimates of our own
pension obligations necessarily depend on assumptions concerning future
actuarial, demographic, macroeconomic and financial markets developments.
Changes in any
11
such assumptions may lead to changes in the estimates of life/health insurance
reserves or pension obligations.
We have a substantial portfolio of contracts with guaranteed investment
returns, including endowment and annuity products for the German market as well
as certain guaranteed contracts in other markets. The amounts payable by us at
maturity of an endowment policy in Germany and in certain other markets include
a "guaranteed benefit," an amount that, in practice, is equal to a legally
mandated maximum rate of return on actuarial reserves. In Germany, this rate is
currently 3.25% per year for policies issued on or after July 1, 2000 and with
euro as applicable currency, and for policies issued through June 2000, the
maximum rate of return is 4.0% per annum. For policies issued prior to 1995, the
maximum rate is 3.5% or 3.0%, depending on the generation of tariff. The average
interest rate that was guaranteed in Germany at the end of 2002 was
approximately 3.5%. If interest rates should remain at current historically low
levels, we could be required to provide additional funds to our life/health
subsidiaries to support their obligations in respect of products with higher
guaranteed returns, or increase reserves in respect of such products, which
could in turn have a material adverse effect on our results of operations.
In the United States, we have a substantial portfolio of contracts with
guaranteed investment returns indexed to equity markets. We enter into hedging
arrangements in order to meet the expected returns of the contracts. There can
be no assurance that the hedging arrangements will satisfy the returns
guaranteed to policyholders.
OUR FINANCIAL RESULTS MAY BE MATERIALLY ADVERSELY AFFECTED BY THE OCCURRENCE OF
CATASTROPHES.
Portions of our property and casualty insurance cover losses from
unpredictable events such as hurricanes, windstorms, hailstorms, earthquakes,
fires, industrial explosions, freezes, riots, floods and other man-made or
natural disasters. The incidence and severity of these catastrophes in any given
period are inherently unpredictable.
Although we monitor our overall exposure to catastrophes and other
unpredictable events in each geographic region, each of our subsidiaries
independently determines its own underwriting limits related to insurance
coverage for losses from catastrophic events. We generally seek to reduce our
exposure to these events through the purchase of reinsurance, selective
underwriting practices and by monitoring risk accumulation. However, such
efforts to reduce exposure may not be successful and claims relating to
catastrophes may result in unusually high levels of losses and could have a
material adverse effect on our financial position or results of operations.
During 2002 and 2001 we incurred significant catastrophe losses, in particular
net claims costs of approximately E1.5 billion relating to the terrorist attack
of September 11, 2001. We also suffered losses from severe flooding in Germany
and Central and Eastern Europe which adversely affected our results by E710
million in 2002. If catastrophes affecting properties insured by us continue to
occur with such frequency or with greater frequency or severity than has
historically been the case, related claims could have a material adverse effect
on our consolidated financial position, results of operations and cash flows.
WE HAVE SIGNIFICANT COUNTERPARTY RISK EXPOSURE.
We are subject to a variety of counterparty risks, including:
General credit risks. Third parties that owe us money, securities or other
assets may not pay or perform under their obligations. These parties include the
issuers whose securities we hold, borrowers under loans made, customers, trading
counterparties, counterparties under swaps and credit and other derivative
contracts, clearing agents, exchanges, clearing houses and other financial
intermediaries. These parties may default on their obligations to us due to
bankruptcy, lack of liquidity, downturns in the economy or real estate values,
operational failure or other reasons. In addition, under credit default swaps,
which Dresdner Bank has entered into,
12
Dresdner Bank may become obliged to make payments if and when a default of a
particular debtor occurs.
During 2002, we recognized losses of E2,818 million due to these credit
exposures, including writedowns and write-offs in our fixed income portfolio.
The current uncertain trends and investment climate in financial markets have
resulted in an increase in investment impairments on our investment assets due
to defaults and credit downgrades and a further downturn in the economy
generally could result in increased impairments. In addition, we are subject to
geographic and industry concentrations with respect to our credit exposures, and
as a result developments in particular geographic regions or industries may
adversely impact us. In particular, we have extended significant credit to
financial institutions in Germany, and as a result any systemic risk
materializing in the German financial industry could have a material adverse
effect on our results of operations.
Reinsurers. We transfer our exposure to certain risks in our
property-casualty and life insurance business to others through reinsurance
arrangements. Under these arrangements, other insurers assume a portion of our
losses and expenses associated with reported and unreported losses in exchange
for a portion of policy premiums. The availability, amount and cost of
reinsurance depend on general market conditions and may vary significantly. Any
decrease in the amount of our reinsurance will increase our risk of loss. When
we obtain reinsurance, we are still liable for those transferred risks if the
reinsurer cannot meet its obligations. Therefore, the inability of our
reinsurers to meet their financial obligations could materially affect our
results of operations. Although we conduct periodic reviews of the financial
statements and reputations of our reinsurers, the reinsurers may become
financially unsound by the time they are called upon to pay amounts due, which
may not occur for many years. For a discussion of our external reinsurance
relationships, see "Information on the Company and Operating and Financial
Review and Prospects -- Property-Casualty Operations By Geographic Region --
Allianz AG."
FURTHER POOR OPERATING PERFORMANCE, DIFFICULTIES IN MANAGING AND DELAYS IN
COMPLETING THE INTEGRATION OF DRESDNER BANK WOULD ADVERSELY AFFECT OUR RESULTS.
In July 2001, we acquired Dresdner Bank. Our banking operations, of which
Dresdner Bank is the most significant component, suffered significant net losses
in 2002. In addition to poor operating performance, continuing difficulties in
managing and integrating the additional operations and personnel, significant
delays in completing the integration of Dresdner Bank and any loss of key
employees or customers could adversely affect our results. The future success of
our banking business depends in large part on our ability to restore the
profitability of Dresdner Bank, and it is possible that the anticipated benefits
from the acquisition may not be realized in full, may take longer to realize
than expected or may not be realized at all. In the event that management is
unable to successfully implement the restructuring and cost-cutting measures
announced to date, our financial performance and results of operations may
continue to be materially adversely affected.
DRESDNER BANK MAY EXPERIENCE FURTHER SIGNIFICANT LOSSES RELATING TO PROBLEM
LOANS.
At December 31, 2002, following the deconsolidation of Deutsche
Hypothekenbank AG (or Deutsche Hyp) on August 1, 2002, our non-performing loans
and potential problem loans, substantially all of which were attributable to
Dresdner Bank, were E11,625 million and E2,437 million, respectively,
representing a net increase of E1,276 million, or 12.3%, in non-performing
loans, and E231 million, or 10.5%, in potential problem loans from year-end 2001
(excluding the loan portfolio of Deutsche Hyp).
A substantial majority of Dresdner Bank's problem loans is comprised of
loans made to German corporate customers as well as to individuals. Certain of
its loans to corporate customers represent significant credit exposure to
individual companies. As a result of the effects
13
of the weak economic conditions in Germany, which have continued into 2003, as
well as recent financial difficulties faced by Dresdner Bank's customers, we
have recorded substantial provisions. For the year ended December 31, 2002,
additional net loan loss provisions in our banking segment were E2,222 million,
including E3,106 million of gross new provisions. Of the new provisions, E2,151
million were specific provisions relating to both Dresdner Bank's German
corporate business, including small businesses and professionals, and its
non-German corporate business, especially in Latin America and the United
States, reflecting the continued weakness in the global economy, deteriorating
credit quality of borrowers, declines in collateral value, inability to enforce
its security interest in collateral and increased insolvencies. Of the new loan
loss provisions in 2002, approximately E1,259 million were specific provisions
relating to our German business, including small businesses and professionals.
Our banking operations also recorded specific provisions of E665 million
relating to private individuals and E73 million relating to banks.
Dresdner Bank may need to make additional loan loss provisions or recognize
further credit losses as a result of continuing weak economic conditions,
declines in collateral value, inability to enforce security interests in
collateral, an increase in corporate or personal bankruptcies, in particular in
Germany, further deterioration of the financial position of Dresdner Bank's
borrowers or changes in reserve and risk management requirements. Any such
developments could materially adversely affect our results of operations or
result in further capital requirements in its banking operations.
A REDUCED CAPITAL BASE AT DRESDNER BANK, TOGETHER WITH FURTHER ADDITIONAL
WRITEDOWNS AND IMPAIRMENTS, COULD RESULT IN CAPITAL REQUIREMENTS THAT MAY
CONSTRAIN OUR OPERATIONS.
Dresdner Bank's capital ratios at December 31, 2002 were 6.0% in the case
of consolidated Tier 1 capital and 10.6% in the case of consolidated total
capital under BIS principles. In recent years, Dresdner Bank has suffered from
poor operating performance, an increased level of loan loss allowances,
deteriorating asset quality and substantial impairments in its investment
portfolio. Dresdner Bank had to set aside significant new provisions for
possible loan losses in 2002, and additional provisions may be required in the
future. If these trends continue, there can be no assurance that Dresdner Bank
will be able to maintain its capital ratios at the above mentioned levels.
Failure to do so could require us to restrict our banking operations, or further
support our banking operations through injection of additional capital. See
"Information on the Company and the Operating and Financial Review and
Prospects -- Regulation and Supervision" for a discussion of the capital
adequacy guidelines applicable to our banking operations.
Further, the risk-adjusted capital guidelines (or Basle Accord) promulgated
by the Basle Committee on Banking Supervision, which form the basis for the
capital adequacy guidelines of the German Federal Financial Supervisory
Authority (the Bundesanstalt fur Finanzdienstleistungsaufsicht, or BaFin), are
being revised and implementation is planned for 2006. At this time, we are
unable to predict how the revised guidelines will affect our requirements for
capital and the impact of these revisions on our banking or other operations.
MANY OF OUR BUSINESSES ARE DEPENDENT ON THE FINANCIAL STRENGTH AND CREDIT
RATINGS ASSIGNED TO US AND OUR BUSINESSES BY VARIOUS RATING AGENCIES. THEREFORE,
A DOWNGRADE IN OUR RATINGS MAY MATERIALLY ADVERSELY AFFECT RELATIONSHIPS WITH
CUSTOMERS AND INTERMEDIARIES, NEGATIVELY IMPACT SALES OF OUR PRODUCTS AND
INCREASE OUR COST OF BORROWING.
Standard & Poor's Ratings Services (or Standard & Poor's), Moody's Investor
Services (or Moody's) and A.M. Best assign ratings to various obligations of
certain Group companies. On March 20, 2003, Standard & Poor's cut the Group's
financial strength ratings from AA to AA-, citing the Group's negative
performance and reduced capital base resulting from significant writedowns and
losses in the period to December 31, 2002, and noted that Allianz AG continued
to be on "negative outlook." Although Moody's maintained its rating of Aa2 for
the senior unsecured debt securities issued by the Group's finance subsidiaries,
Moody's rating also had a
14
negative outlook. On May 22, 2003, Moody's placed the rating under review for
possible downgrade. On March 21, 2003 A.M. Best also cut the Group's financial
strength rating from A++ to A+, and noted that Allianz AG continued to be on
"negative outlook." Rating agencies can be expected to continue to monitor our
financial strength, and no assurances can be given that further ratings
downgrades will not occur, whether due to changes in our performance, changes in
rating agencies' industry views or ratings methodologies, or a combination of
such factors.
Claims paying ability and financial strength ratings are a factor in
establishing the competitive position of insurers. Our financial strength rating
has a significant impact on the individual ratings of key subsidiaries. If a
rating of certain subsidiaries falls below a certain threshold, the respective
operating business may be significantly impacted. A ratings downgrade, or the
potential for such a downgrade, of the Group or any of its insurance
subsidiaries could, among other things, adversely affect relationships with
agents, brokers and other distributors of our products and services, thereby
negatively impact new sales, adversely affect our ability to compete in our
markets and increase our cost of borrowing. In particular, in those countries
where primary distribution of our products is done through independent agents,
such as the United States, further ratings downgrades could adversely impact
sales of our life insurance products. Any further ratings downgrades will also
materially adversely affect our cost of raising capital, and could, in addition,
give rise to additional financial obligations or accelerate existing financial
obligations which are dependent on maintaining specified rating levels.
IF OUR ASSET MANAGEMENT BUSINESS UNDERPERFORMS, IT MAY EXPERIENCE A DECLINE IN
ASSETS UNDER MANAGEMENT AND RELATED FEE INCOME.
While the assets under management in our asset management segment include a
significant amount of funds related to affiliated Allianz Group insurance
operations, a growing portion of our assets under management, particularly
following the acquisitions of PIMCO in May 2000, Nicholas-Applegate in January
2001 and Dresdner Bank in July 2001, represents third-party funds. In 2002,
despite substantial increases in third-party assets under management, declines
in world equity markets resulted in reductions in the value of the equity
portfolios in our asset management business as customers withdrew or
re-allocated funds from equities. Results of our asset management activities are
affected by share prices, share valuation, interest rates and market volatility.
In addition, third-party funds are subject to withdrawal in the event our
investment performance is not competitive with other asset management firms.
Accordingly, fee income from the asset management business might decline if the
level of our third-party assets under management were to continue to decline due
to investment performance or otherwise.
INCREASED GEOPOLITICAL RISKS FOLLOWING THE TERRORIST ATTACK OF SEPTEMBER 11,
2001, AND ANY FUTURE TERRORIST ATTACKS, COULD HAVE A CONTINUING NEGATIVE IMPACT
ON OUR BUSINESSES.
After September 11, 2001, reinsurers generally either put terrorism
exclusions into their policies or drastically increased the price for such
coverage. Although we have attempted to exclude terrorist coverage from policies
we write, this has not been possible in all cases. Furthermore, even if
terrorism exclusions are permitted in our primary insurance policies, we may
still have liability for fires and other consequential damage claims that follow
an act of terrorism itself. As a result we may have liability under primary
insurance policies for acts of terrorism and may not be able to recover from our
reinsurers.
At this time, we cannot assess the future effects of terrorist attacks, the
ensuing military and other responsive actions, and the possibility of further
terrorist attacks, on our businesses. Such matters have significantly adversely
affected general economic, market and political conditions, increasing many of
the risks in our businesses noted in the previous risk factors. This may have a
material negative effect on our businesses and results of operations over time.
15
CHANGES IN EXISTING, OR NEW, GOVERNMENT REGULATIONS IN THE COUNTRIES IN WHICH WE
OPERATE MAY MATERIALLY IMPACT US.
Our insurance, banking and asset management businesses are subject to
detailed, comprehensive regulation and supervision in all the countries in which
we do business. Changes in existing laws and regulations may affect the way in
which we conduct our business and the products we may offer. Changes in
regulations relating to pensions and employment, social security, financial
services including reinsurance business, taxation, securities products and
transactions may materially adversely affect our insurance, banking and asset
management businesses by restructuring our activities, imposing increased costs
or otherwise.
In December 2002, the EU adopted a directive that provides for assessment
of the capital requirements of a financial conglomerate on the group level,
supervision of risk concentration and intra-group transactions and prevention of
double-leveraging of the capital of the holding or parent company, i.e. once in
the holding or parent company and a second time in the subsidiary
("double-gearing"). We are a financial conglomerate within the scope of this
directive. The EU member states are required to implement this directive into
national law for fiscal years beginning on or after January 1, 2005. It is as
yet unclear how the directive will be implemented in Germany. Therefore, it is
impossible to determine what future impact these requirements will have on our
capital requirements, but there can be no assurance that the current and future
level of capital will be sufficient to meet such requirements. For more
information, see "Information on the Company and the Operating and Financial
Review and Prospects -- Regulation and Supervision."
CHANGES IN TAX LEGISLATION COULD ADVERSELY AFFECT OUR BUSINESS.
Changes to tax laws may affect the attractiveness of certain of our
products that currently receive favorable tax treatment. Under current German
tax regulations, payments received at the maturity of a life insurance policy
with a term of at least 12 years and on which premiums have been paid for at
least five years are not taxable, and the life insurance premiums are deductible
from the insured's income in the year paid, subject to certain limitation. In
recent years, the German legislature has from time to time proposed legislation
that would reduce the tax-favored treatment of both premiums and benefit payouts
for these life insurance policies. The enactment of legislation reducing the tax
benefit associated with our German life insurance products could significantly
reduce the attractiveness of life insurance in Germany. Because the German life
business accounts for a significant portion of our total income (14.7% in 2002),
the enactment of any such legislation could adversely affect our financial
results. From time to time, governments in other jurisdictions in which we do
business have also considered changes to tax laws which could adversely affect
the tax advantages of such products, and if enacted, could result in a
significant reduction in the sale of such products.
In addition, from time to time, proposals have been made to repeal the
provisions of the recently enacted German Tax Reform (see "Taxation -- German
Taxation") that exempted from German tax certain capital gains on the disposal
of corporate shareholdings. In the event such proposals were to be enacted into
law, the Group's ability to dispose of its shareholdings profitably might be
significantly affected.
CHANGES IN VALUE RELATIVE TO THE EURO OF NON-EURO ZONE CURRENCIES IN WHICH WE
GENERATE REVENUES AND INCUR EXPENSES COULD ADVERSELY AFFECT OUR REPORTED
EARNINGS AND CASH FLOW.
We prepare our consolidated financial statements in euros. However, a
significant portion of the revenues and expenses from our subsidiaries outside
the euro zone, including in the United States, Switzerland and the United
Kingdom, originates in currencies other than the euro. We expect this trend to
continue as we expand our business into growing non-euro zone markets.
16
For the year ended December 31, 2002, approximately 30.8% of our gross premiums
written originated in currencies other than the euro.
As a result, although our non-euro zone subsidiaries generally record their
revenues and expenses in the same currency, changes in the exchange rates used
to translate foreign currencies into euros may adversely affect our reported
results. The strength of the euro against other currencies, in particular the
U.S. dollar and pound sterling, reduced premium income by E736 million during
2002. Our third-party assets under management declined by E77 billion during
2002 due to depreciation of other currencies against the euro, in particular,
the U.S. dollar.
In addition, Allianz AG's dividends are generally payable in euros. Adverse
changes in exchange rates used to translate the currencies in which our non
euro-zone subsidiaries pay dividends to Allianz AG may materially adversely
affect the cash flow available to Allianz AG to pay dividends and other
obligations. While our non-euro assets and liabilities, and revenues and related
expenses, are generally denominated in the same currencies, we do not generally
engage in hedging transactions with respect to dividends or cash flows in
respect of our non-euro subsidiaries.
THE SHARE PRICE OF ALLIANZ AG HAS BEEN AND MAY CONTINUE TO BE VOLATILE.
The share price of Allianz AG has been volatile in the past due in part to
the high volatility in the securities markets generally, and in financial
institutions' shares in particular, as well as developments which impact its
financial results. Factors other than our financial results that may affect our
share price include but are not limited to: market expectations of the
performance and capital adequacy of financial institutions generally; investor
perception of, as well as the actual performance of, other financial
institutions; investor perception of the success and impact of the strategy,
including the capital raising, described in this annual report; a downgrade or
rumored downgrade of our credit ratings; potential litigation or regulatory
action involving the Allianz Group or any of the industries we have exposure to
through our insurance and banking activities; announcements concerning the
bankruptcy or other similar reorganization proceedings involving, or any
investigations into the accounting practices of, other insurance or reinsurance
companies or banks; and general market volatility.
17
ITEMS 4. -- 5. INFORMATION ON THE COMPANY AND OPERATING AND FINANCIAL REVIEW
AND PROSPECTS
You should read the following discussion in conjunction with our
consolidated financial statements including the notes thereto. We prepare our
consolidated financial statements in accordance with IFRS, which differ in
certain significant respects from U.S. GAAP. For a description of the
significant differences between IFRS and U.S. GAAP and a reconciliation of
certain income statement and balance sheet items to U.S. GAAP, you should read
Note 45 to the consolidated financial statements. Unless otherwise indicated,
the financial information we have included in this annual report is presented on
a consolidated basis under IFRS. Unless otherwise indicated, we have obtained
data regarding the relative size of various national insurance markets from
annual reports prepared by SIGMA, an independent organization which publishes
market research data on the insurance industry. In addition, unless otherwise
indicated, insurance market share data are based on gross premiums written. Data
on market share within particular countries are based on our own internal
estimates.
INTRODUCTION
Allianz AG is a stock corporation organized in the Federal Republic of
Germany under the German Stock Corporation Act. It was incorporated as Allianz
Versicherungs-Aktiengesellschaft in Berlin, Germany on February 5, 1890. It is
registered in the Commercial Register in Munich, Germany under the entry number
HR B 7158. Our registered office is located at Koniginstrasse 28, 80802 Munich,
Germany, telephone (49)(89) 3800-0. Allianz AG is the ultimate parent company of
the Allianz Group.
The Allianz Group is one of the world's leading financial services
providers, offering insurance, banking and asset management products and
services through property-casualty, life/health, banking and asset management
business segments. We are one of the leading insurance groups in the world based
on gross premiums written in 2002. We are the leading German property-casualty
and life/health insurance company, with estimated market shares of approximately
18.3% and 14.2%, respectively, based on gross premiums written in 2002. We also
have leading market positions in a number of other countries, including France,
Italy, the United Kingdom, Switzerland and Spain. We are the second-largest
German financial institution, based on market capitalization at March 31, 2003.
We believe that we are well capitalized relative to our competitors,
notwithstanding recent downgrades of our ratings in March 2003. As of April 7,
2003, we had financial strength ratings of A+ from A.M. Best and AA- from
Standard & Poor's, both with a negative outlook. Moody's does not provide a
rating for Allianz AG, but as of April 7, 2003, debt securities issued by our
finance subsidiaries had a senior unsecured debt rating of Aa2 from Moody's,
again with a negative outlook. On May 22, 2003, Moody's placed the rating under
review for possible downgrade. Our investment portfolio includes a number of
significant equity participations, primarily in major German companies,
including both financial institutions and industrial enterprises.
We were founded in 1890 in Berlin, Germany, and since that time we have
become the largest German insurer. Through our international expansion strategy,
we have sought to bring into the Allianz Group companies that are
well-positioned in their domestic markets and that have leading positions in
particular business lines and attractive earnings prospects. In the last several
years, our non-German insurance business has therefore grown substantially in
importance. Gross premiums written by our non-German business represented
approximately 63.3% of our total gross premiums written in 2002. We now operate
in more than 70 countries worldwide and have leading market positions in many of
them.
In 1998, building on over a century's experience in managing our extensive
insurance investment portfolio, we established financial services as our third
core business segment, in
18
addition to our property-casualty and life/health insurance businesses. In 2001,
following our acquisition of Dresdner Bank, we reorganized our financial
services segment into separate asset management and banking segments. In our
asset management segment, the acquisitions of Dresdner Bank on July 23, 2001 and
Nicholas-Applegate on January 31, 2001 increased our third-party assets under
management by E228 billion and E36 billion, respectively, as of the respective
dates of the acquisitions and made us one of the five leading asset managers in
the world based on total assets under management as of December 31, 2002. In our
banking segment, which is now our fourth core business segment, our acquisition
of Dresdner Bank made us one of the leading banks in Germany and provided us
with significantly expanded bank distribution channels for our
property-casualty, life/health and asset management products and services.
Our German property-casualty and life/health insurance businesses are
managed by subsidiaries located primarily in Munich and Stuttgart. Our
non-German insurance businesses are locally managed, generally through
operations located in France, Italy, the United Kingdom, Switzerland, Spain and
the United States, which are our largest non-German markets. In contrast, each
of our specialty lines of credit insurance, marine and aviation insurance,
industrial reinsurance through Allianz Global Risks Ruckversicherungs-AG (or
Allianz Global Risks) and travel and assistance insurance is managed and
operates on a global basis. Our asset management segment also operates on a
worldwide basis, with key management centers in Munich, Hong Kong, Paris, Milan,
Westport, Connecticut, and San Diego and Newport Beach, California. Our banking
segment operates through the approximately 1,100 German and non-German branch
offices of Dresdner Bank and various subsidiaries, with significant operations
in Germany, the United Kingdom, other European countries and the United States.
At December 31, 2002, we employed more than 181,000 persons in our
insurance, banking and asset management businesses worldwide, of whom more than
94,000 were based outside Germany. Through interdisciplinary and
multi-jurisdictional training and advancement programs, we seek to develop and
promote a corporate culture that emphasizes technical expertise, dedication to
client service and an international outlook.
Our headquarters are located in Munich, Germany. In addition, we have
subsidiary, branch, representative and similar offices worldwide. We own
substantially all of the land and buildings that are used in the normal course
of our business in Europe and lease office space in various locations throughout
the world. We also have part of our investment portfolio invested in land and
buildings. We believe that our facilities are adequate for our present needs in
all material respects.
STRATEGY
This section regarding our strategy contains forward-looking statements
and, therefore, should be read in conjunction with the section "Forward-Looking
Statements." In addition, for a discussion of the risks involved in achieving
our strategic goals, see "Risk Factors."
Our strategy is to achieve profitable growth across our four business
segments for the benefit of our shareholders, policyholders and employees. We
believe that our size, financial strength and worldwide reach are key
competitive strengths that will permit us to participate in the ongoing
consolidation of the financial services industry and maintain our position as an
industry leader. We offer our products through multiple distribution channels
including agents and brokers and, in many markets, bancassurance and e-commerce.
In our mature markets of Germany, the rest of western Europe and the United
States, we believe demographic trends will particularly favor our life/health
and asset management businesses in the coming years. We intend to capitalize on
cross-selling opportunities between our banking and pension provision businesses
for corporate customers and to take advantage of additional potential synergies
between our life/health, asset management and banking operations.
19
As a reflection of the underlying strengths of our franchise as well as the
leading market positions in many of our businesses, our core strategy remains
substantially unchanged. Our five main strategic priorities are:
- Optimize the Economic Value Added (EVA) of our Group, based on
risk-adjusted capital requirements and sustainable growth targets;
- Exploit attractive market opportunities by leveraging our traditional
risk management expertise;
- Strengthen our leading position in life and health insurance and in asset
management, especially in private and corporate retirement insurance
plans;
- Increase our asset gathering capabilities by building customer-oriented,
multi-channel distribution platforms; and
- Expand our investments and capital markets expertise.
We have implemented Group-wide a rigorous and disciplined capital
allocation approach. All capital allocation decisions are based on an internal
risk-based model, which, in addition to traditional insurance and banking risks,
also takes into account investment and other capital markets risks. We will
monitor our risk-adjusted results closely on an ongoing basis. Companies and
business lines which are not expected to meet the hurdle risk adjusted return on
allocated capital over the medium term will be reviewed for possible
divestiture.
We manage the business of the Group with a significant degree of autonomy
for local management teams. We believe that these teams are best positioned to
determine what measures to take to maximize the profitability of their business,
and we make them accountable, and compensate them, based on this performance. We
measure performance both on a local level as well as on a Group basis based on
the EVA model. We also monitor closely the nature and volume of risks
accumulated locally as well as across the Group on an ongoing basis.
FOCUS ON IMPLEMENTATION
Our immediate objective is to address the most significant operating
challenges we face:
Further strengthening our pricing and underwriting discipline and internal
efficiency in line with the EVA requirements, and enforcing these consistently
across the Group. As part of this effort, we aim to improve the operational
performance of selected operations such as Assurances Generales de France (or
AGF, and, together with its subsidiaries, the AGF Group), Fireman's Fund and
Allianz Global Risks;
- Returning Dresdner Bank to profitability;
- Improving the profitability of our life business;
- Reducing the dependence of our results on the volatility of the equity
markets.
OPERATIONAL DISCIPLINE
PROPERTY-CASUALTY INSURANCE
Our goal for 2003 and thereafter is to achieve a combined ratio of below
100% for the group. We are particularly focused on Fireman's Fund, Allianz
Global Risks and AGF, businesses with combined ratios of over 100%:
- Fireman's Fund's operational discipline is expected to be improved by a
new management team, the reduction of headcount, exit of underperforming
businesses, recent strengthening of environmental and asbestos reserves
and more defensive portfolio management;
20
- Allianz Global Risks is actively seeking to turn its property-casualty
business around. Allianz Global Risks has undertaken significant changes
including appointing a new management team, introducing clear operational
targets and non-renewing certain clients and treaties;
- AGF has increased rates, not renewed policies and implemented operational
improvements to reduce the expense ratio.
TURNAROUND OF DRESDNER BANK PROFITABILITY.
Due to the continuing difficult economic environment and the sharp
deterioration in the capital markets since late 2001, Dresdner Bank reported
significant losses in 2002. We have recently appointed a new CEO of Dresdner
Bank and intend to reduce personnel costs, operating expenses and non-core
lending to fully exploit the bank's franchise in the coming years. In the last
18 months, Dresdner Bank has significantly reduced its headcount, and plans are
in place to further reduce headcount positions.
The turnaround program to restore profitability has several components:
- IRU: New Institutional Restructuring Unit (or IRU) within our banking
segment to free up risk capital through the reduction of risk-weighted
assets by restructuring non-performing loans to strategic customers with
the intent of returning such loans to the business units from which they
originated, while maximizing the recovery from remaining non-performing
loans, as well as non-strategic customer loans, through repayment, sale,
hedging, securitization and other means. Loans to be bundled together in
the IRU are primarily performing loans to non-strategic clients, such as
small-capitalization clients in Latin America, Asia and the United
States, as well as, to a lesser extent, loans to corporate and private
clients that are currently non-performing. The IRU is expected to
initially include approximately E31 billion, consisting of approximately
E22 billion of loans (including approximately E7 billion of
non-performing loans and approximately E1 billion of potential problem
loans) and approximately E1 billion of other non-strategic assets,
including private equity investments, and approximately E8 billion of
undrawn commitments.
- Cost-Cutting and Restructuring Measures:
-- Ongoing cost-cutting efforts are being stepped up.
-- Certain centralized services were transferred to the two business
units, Private and Business Clients and Corporates & Markets, which are
now directly responsible for managing these costs.
CAPITAL AND PORTFOLIO MANAGEMENT.
We believe that we are well capitalized relative to our competitors,
notwithstanding recent downgrades of our ratings in March 2003. As of April 7,
2003, we had financial strength ratings of A+ from A.M. Best and AA- from
Standard & Poor's, both with a negative outlook. Moody's does not provide a
rating for us, but as of April 7, 2003, debt securities issued by our finance
subsidiaries had a senior unsecured debt rating of Aa2 from Moody's, again with
a negative outlook. On May 22, 2003, Moody's placed the rating under review for
possible downgrade.
However, our internal risk based model showed a gap of approximately E1.7
billion as of December 2002. It was therefore decided to launch a capital
improvement program to secure our financial strength.
REDUCTION OF EQUITY EXPOSURE AND VOLATILITY
The reduction of our equity exposure is being addressed through a number of
measures. These measures include a significant hedging program to protect us
against potential future
21
losses while retaining an upside potential. We will continue to further assess
this program to manage our exposures.
We also actively sold and expect to continue to sell equity investments to
further reduce our equity exposure. This includes, for example, an intended
reduction of our stake in Munich Re from 22.4% as of December 31, 2002 to
approximately 15% during the course of 2003 and 2004. As of June 30, 2003, our
stake in Munich Re had been reduced to approximately 18.9%. On July 10, 2003 we
announced our intention to redeem a first tranche of approximately 50% of our
index-linked exchangeable bonds (MILES) ahead of schedule, using Munich Re
shares. This transaction, when completed, will reduce our shareholding in Munich
Re by approximately 3%. See "Major Shareholders and Related Party
Transactions -- Related Party Transactions -- Transactions with Munich Re."
FOCUSED PORTFOLIO MANAGEMENT AND CAPITAL ALLOCATION
In addition, we will significantly step up our focus on the efficient use
of capital in the Group. As stated before, we will implement economic capital
savings by discontinuing and selectively scaling down certain business lines. In
addition, sub-performing and non-core businesses will be divested if, according
to the EVA methodology, a positive contribution to the Group is not expected.
CAPITAL RAISING
In April 2003, we conducted a capital raising, which was an important
element of the decision to strengthen the capital base, with a set of
transactions intended to raise total capital of up to E5 billion. By way of a
rights offering, we raised approximately E4.4 billion, based on a subscription
price of E38.00 per share, resulting in net proceeds of approximately E4.3
billion after deduction of the commission payable to the underwriters and other
costs borne by us.
In a second step -- planned for the second half of this year -- we intend
to use the Group's hybrid capital capacity, subject to market conditions and the
Group's needs.
SUMMARY FINANCIAL INFORMATION
The following table shows the relative contributions of our
property-casualty, life/health, banking and asset management segments and
related geographic and other subsegments to our gross premiums written, total
income and net income in 2002, 2001 and 2000. The table also shows the impact of
consolidation adjustments, amortization of goodwill and minority interests.
Consistent with our general practice, gross premiums written and total income by
geographic region are presented before consolidation adjustments representing
the elimination of transactions between Group companies in different geographic
regions and different segments, and net
22
income by geographic region is presented before those consolidation adjustments,
amortization of goodwill and minority interests.
YEAR ENDED DECEMBER 31,
-------------------------------------------------------------------------------------------
2002 2001 2000
----------------------------- ---------------------------- ----------------------------
GROSS GROSS GROSS
PREMIUMS TOTAL NET PREMIUMS TOTAL NET PREMIUMS TOTAL NET
WRITTEN(1) INCOME INCOME WRITTEN(1) INCOME INCOME WRITTEN(1) INCOME INCOME
---------- ------- ------ ---------- ------ ------ ---------- ------ ------
(E IN MILLIONS)
Property-Casualty
Germany....................... 12,314 24,019 9,235(2) 12,644 18,382 3,773 11,948 16,966 3,320
Rest of Europe................ 20,494 22,653 1,932 19,606 20,553 848 17,302 20,011 1,285
NAFTA......................... 5,992 5,819 (933) 6,822 6,837 (1,030) 6,300 5,866 (86)
Rest of World................. 2,428 2,118 38 2,401 1,787 39 1,886 1,630 5
Specialty Lines............... 4,948 3,712 (199) 2,321 2,303 94 2,267 2,036 227
Consolidation
adjustments(3).............. (2,882) (2,765) (1,680) (1,657) (1,092) (265) (1,321) (1,312) (570)
------ ------- ------ ------ ------ ------ ------ ------ -----
Subtotal.................... 43,294 55,556 8,393 42,137 48,770 3,459 38,382 45,197 4,181
Amortization of goodwill...... -- -- (370) -- -- (349) -- -- (277)
Minority interests............ -- -- (816) -- -- (746) -- -- (642)
------ ------- ------ ------ ------ ------ ------ ------ -----
Total Property-Casualty..... 43,294 55,556 7,207 42,137 48,770 2,364 38,382 45,197 3,262
Life/Health
Germany....................... 12,234 21,247 137 11,660 19,809 127 11,681 21,662 583
Rest of Europe................ 5,181 10,903 (95) 5,486 10,430 381 5,751 11,866 910
Rest of World................. 3,251 4,388 (24) 3,010 3,856 (49) 2,818 3,724 (71)
Consolidation
adjustments(3).............. (3) (2) (2) (11) (3) -- (11) (1) (2)
------ ------- ------ ------ ------ ------ ------ ------ -----
Subtotal.................... 20,663 36,536 16 20,145 34,092 459 20,239 37,251 1,420
Amortization of goodwill...... -- -- (174) -- -- (146) -- -- (137)
Minority interests............ -- -- 177 -- -- (84) -- -- (658)
------ ------- ------ ------ ------ ------ ------ ------ -----
Total Life/Health........... 20,663 36,536 19 20,145 34,092 229 20,239 37,251 625
Banking(4)
Operations.................... -- 21,275 (1,142) -- 12,755 303 -- 1,722 183
Amortization of goodwill...... -- -- (241) -- -- (70) -- -- 8
Minority interests............ -- -- 25 -- -- (453) -- -- (90)
------ ------- ------ ------ ------ ------ ------ ------ -----
Total Banking............... -- 21,275 (1,358)(5) -- 12,755 (220) -- 1,722 101
Asset Management
Operations.................... -- 3,185 140 -- 2,738 39 -- 1,722 126
Amortization of goodwill...... -- -- (377) -- -- (243) -- -- (89)
Minority interests............ -- -- (230) -- -- (182) -- -- (136)
------ ------- ------ ------ ------ ------ ------ ------ -----
Total Asset Management...... -- 3,185 (467) -- 2,738 (386) -- 1,722 (99)
------ ------- ------ ------ ------ ------ ------ ------ -----
Subtotal........................ 63,957 116,552 5,401 62,282 98,355 1,987 58,621 85,892 3,889
Consolidation adjustments(6).... (804) (8,876) (6,630) (694) (2,705) (402) (736) (2,103) (441)
------ ------- ------ ------ ------ ------ ------ ------ -----
Total........................... 63,153 107,676 (1,229) 61,588 95,650 1,585 57,885 83,789 3,448
====== ======= ====== ====== ====== ====== ====== ====== =====
---------------
(1) Represents premiums written for both direct business and reinsurance assumed
between Group companies in different countries and segments, as well as from
third parties. Our gross premiums written in respect of reinsurance assumed
from Group companies are eliminated in consolidation.
(2) Includes significant investment related results. See "-- Property-Casualty
Insurance Operations -- Year Ended December 31, 2002 Compared to Year Ended
December 31, 2001 -- Net Income."
23
(3) Represents elimination of intercompany transactions between Group companies
in different geographic regions.
(4) Reflects the inclusion of Dresdner Bank in our consolidated financial
statements for the full twelve months of 2002, compared to 2001, where
Dresdner Bank was consolidated only from July 23, 2001, the date of
acquisition.
(5) Includes a realized gain of E1,912 million resulting from the transfer in
August 2002 of substantially all of Dresdner Bank's German asset management
subsidiaries to ADAM. See "-- Banking Operations." The gain on this transfer
was eliminated at the Group level. In addition, this item includes a
realized gain of E224 million resulting from the merger of Deutsche Hyp into
Eurohypo in August 2002. See "Banking Operations -- Other -- Description of
Business -- Real Estate."
(6) Represents elimination of intercompany transactions between Group companies
in different segments.
RECENT DEVELOPMENTS
At the end of the first quarter of 2003, the Institutional Restructuring
Unit (or IRU) within our banking segment included approximately E31 billion,
consisting of approximately E22 billion of loans (including approximately E7
billion of non-performing loans and approximately E1 billion of potential
problem loans) and approximately E1 billion of other non-strategic assets,
including private equity investments, and approximately E8 billion of undrawn
commitments. As of June 24, 2003, the IRU had disposed of approximately E3
billion of loans by means of securitization transactions.
On June 27, 2003, a subsidiary of Allianz received notice from the former
parent company of PIMCO that such former parent company of PIMCO had exercised
its right to put an additional US$250 million of its remaining ownership
interest in PIMCO to Allianz as of June 30, 2003, with payment therefor due by
July 30, 2003. For additional information, see "-- Asset Management
Operations -- Result of Operations -- Year Ended December 31, 2002 Compared to
Year Ended December 31, 2001 -- Net income."
On July 10, 2003 we announced our intention to redeem a first tranche of
approximately 50% of our index-linked exchangeable bonds (MILES) ahead of
schedule, using Munich Re shares. This transaction, when completed, will reduce
our shareholding in Munich Re by approximately 3%.
FACTORS AFFECTING RESULTS OF OPERATIONS
Our results of operations are affected by demographics (particularly with
respect to life insurance) and by a variety of market conditions, including
economic cycles, insurance industry cycles (particularly with respect to
property-casualty insurance) and fluctuations in interest rates. We believe that
the impact of these factors will continue to affect our results of operations.
For the year ended December 31, 2002, approximately 36.7% of our gross premiums
were derived from our German operations. As a result, economic, demographic and
market developments in Germany have materially impacted and can be expected to
continue to materially impact our results. In addition, fluctuations in exchange
rates in non-euro zone countries in which we do business affect our
euro-denominated reported results. See "-- Exchange Rates." Our German net
income includes investment income and realized capital gains on the substantial
equity portfolio held at Allianz AG, which is part of our German
property-casualty segment.
GENERAL MARKET CONDITIONS
Property-Casualty. Conditions in the property-casualty insurance markets
in which we operate are generally characterized by periods of price competition,
fluctuations in underwriting
24
results and the occurrence of unpredictable weather-related and other
catastrophe losses. In recent years, the commercial and industrial
property-casualty markets in which we operate have also been characterized by
generally lower customer demand and a growing trend towards higher retention
levels and the use of self-insurance mechanisms by insureds. During this same
period in Europe, our automobile insurance business lines have been
characterized by increased competition. We have succeeded in achieving
substantial rate increases in the majority of our primary property-casualty
markets in 2002.
In addition, the underwriting results of our property-casualty operations
are significantly influenced by estimates of property-casualty loss reserves,
which are an accumulation of the estimated amounts necessary to settle all
outstanding claims as of a particular reporting date. In recent years, our U.S.
property-casualty loss reserves have shown cumulative deficiencies, primarily as
a result of claims related to environmental and asbestos exposures. See "Risk
Factors -- Claims reserves for our property and casualty insurance and
reinsurance policies are based on future estimates which if not correct could
materially adversely affect earnings," as well as "-- Property-Casualty
Insurance Reserves" for a discussion of our property-casualty reserves on a
consolidated Group basis under IFRS, and on an individual country basis under
local accounting rules.
Prior to March 31, 2003, our most significant associated enterprise was
Munich Re, one of the world's largest reinsurers. To the extent loss reserve
development (favorable or unfavorable) impacted Munich Re's results, it was also
reflected in our results on an equity basis. Effective March 31, 2003, however,
we reduced our shareholding in Munich Re to less than 20%. As a result of this
reduction, we ceased to account for Munich Re as an associated enterprise at
March 31, 2003. Accordingly, the treatment of Munich Re in our financial
statements after March 31, 2003 will not be comparable to that of prior periods.
Life/Health. Demographic studies suggest that over the next decade there
will be growth in our principal life insurance markets of Germany, France, Italy
and the rest of Europe and the United States in the number of individuals who
enter the age group that we believe is most likely to purchase
retirement-oriented life insurance products. In addition, in a number of our
European markets, including Germany, retirement, medical and other social
benefits previously provided by the government have been or are expected to be
curtailed in the coming years. We believe that these trends will increase
opportunities for private sector providers of life insurance, health, pension
and other social benefits-related insurance products. We believe that our
distribution networks, the quality and diversity of our products and our
investment management expertise in each of these markets position us to benefit
from such developments.
Banking. Conditions in the banking market in which we operate,
particularly in Europe, are generally characterized by intense competition and
low profit margins. In 2002, the downturn in global equity markets, declining
transaction volumes and increasing levels of default by both corporate and
individual borrowers combined to result in significant net losses in our banking
segment. Nonetheless, the sale of life insurance and retirement savings products
through our bank branches increased in 2002, particularly in our core markets of
Germany, Italy and France. We believe that bancassurance will be an increasingly
important distribution channel for all of our business segments in the years to
come.
Asset Management. Prior to 2001, our asset management segment had
generally benefited from favorable market conditions, including falling interest
rates and generally strong capital markets conditions in Europe and the United
States, marked by intermittent periods of extreme volatility. In 2001 and 2002,
the downturn in the global equity markets, together with the terrorist attack of
September 11, 2001, had a significant negative impact on our asset management
operations, resulting in widespread price declines in equity securities and
transaction volumes and increased uncertainty on the part of many third-party
investors. We cannot predict how long the downturn in the capital markets will
last or what its long-term effect on investor confidence
25
will be. While the assets under management in our asset management segment
include a significant amount of funds related to affiliated Allianz Group
insurance operations, a growing portion of our assets under management,
particularly following our acquisitions of PIMCO in May 2000, Nicholas-Applegate
in January 2001 and Dresdner Bank in July 2001, represents third-party funds.
EXCHANGE RATES
We publish our consolidated financial statements in euros. A significant
portion of our revenues and expenses from our subsidiaries outside the euro
zone, including in the United States, Switzerland and the United Kingdom,
originates in currencies other than the euro. As a result, we have a financial
reporting translation exposure attributable to fluctuations in the values of
these currencies against the euro. The impact of these fluctuations in exchange
rates is mitigated by the fact that our non-euro revenues and related expenses,
as well as assets and liabilities, are generally denominated in the same
currencies. See "-- Risk Management" for a discussion of our management of
foreign exchange rate-related risks as well as "Risk Factors -- Changes in value
relative to the euro or non-euro zone currencies in which we generate revenues
and incurs expenses could adversely affect our reported earnings and cash flow."
CONSOLIDATION DIFFERENCES
Our reported segment results in 2002 were significantly affected by
intercompany transactions, including the transfer in August 2002 of
substantially all of Dresdner Bank's German asset management subsidiaries to
Allianz Dresdner Asset Management GmbH (or ADAM) (see "-- Banking Operations")
and transfers of investment securities in connection with the repositioning of
certain shareholdings within the Group (see "-- Insurance Operations" and "--
Banking Operations"). The gains and losses on these transfers were eliminated at
the Group level. In addition, our 2002 results reflect the consolidation of
Dresdner Bank for the full twelve months of 2002, compared to 2001, where
Dresdner Bank was consolidated only from July 23, 2001, the date of the
acquisition. On August 1, 2002, we deconsolidated the assets and liabilities of
our former mortgage banking subsidiary, Deutsche Hyp. See "-- Banking
Operations -- Other -- Description of Business -- Real Estate."
Prior to March 31, 2003, our most significant associated enterprise was
Munich Re, one of the world's largest reinsurers. To the extent loss reserve
development (favorable or unfavorable) impacted Munich Re's results, it was also
reflected in our results on an equity basis. Effective March 31, 2003, however,
we reduced our shareholding in Munich Re to less than 20%. As a result of this
reduction, we ceased to account for Munich Re as an associated enterprise at
March 31, 2003. Accordingly, the treatment of Munich Re in our financial
statements after March 31, 2003 will not be comparable to that of prior periods.
CRITICAL ACCOUNTING POLICIES
We have identified the accounting policies that are critical to our
business operations and the understanding of its results of operations. These
critical accounting policies are those which involve the most complex or
subjective decisions or assessments, and relate to insurance reserves, loan loss
allowances, the determination of the fair value of financial assets and
liabilities (including impairment charges), goodwill and deferred tax assets and
off-balance sheet arrangements. In each case, the determination of these items
is fundamental to our financial position and results of operations, and requires
management to make complex judgments based on information and financial data
that may change in future periods. As a result, determinations regarding these
items necessarily involve the use of assumptions and subjective judgments as to
future events and are subject to change, and the use of different assumptions or
data could produce materially different results.
26
INSURANCE RESERVES
Our insurance reserves represent estimates of future payouts that we will
make in respect of property-casualty and life/health insurance claims, including
expenses relating to such claims. Such estimates are made on a case-by-case
basis, based on the facts known to us at the time reserves are established, and
are periodically adjusted to recognize the estimated ultimate cost of a claim.
In addition, we establish so-called IBNR reserves in our property-casualty
business to recognize the estimated cost of losses that have occurred but of
which we do not yet have notice. When actual claims experience differs from our
previous estimates, the resulting difference will generally be reflected in our
reported results for the period of the change in estimate. In each case, the
establishment of our insurance reserves is an inherently uncertain process,
involving assumptions as to factors such as court decisions, changes in laws,
social, economic and demographic trends, inflation and other factors affecting
claim costs, and, in our life/health insurance business, assumptions concerning
mortality and morbidity trends. In recent years, our property-casualty insurance
reserves in the United States have been significantly impacted by claims
relating to asbestos and environmental exposures. For a further discussion of
our property-casualty insurance reserves, including an additional E762 million
in asbestos and environmental reserves taken in 2002, see "-- Property-Casualty
Insurance Reserves," as well as "-- Property-Casualty Loss Reserves" and "Risk
Factors -- Claims reserves for our property-casualty insurance and reinsurance
policies are based on estimates as to future claims liabilities. In 2002, we
made significant additional reserves relating to asbestos-related and
environmental claims in the United States and in connection with discontinued
and run-off businesses. Further adverse developments relating to claims could
lead to further reserve additions and adversely impact our results of
operations."
LOAN LOSS ALLOWANCES
Our loan loss allowances represent management's estimate of the probable
credit losses in our loan portfolio. Allowances are established on a
case-by-case basis, are updated over time, and are described at greater length
under "-- Selected Statistical Information Relating to Our Banking Operations."
Judgments concerning the timing and level of our loan loss allowances are based
on numerous estimates and judgments, including determinations concerning
borrower creditworthiness, contractual loan terms and available judicial and
other remedies. Allowances for counterparty risk are established against
individual exposures and are subject to periodic management review. Specific
loan loss allowances are recorded if it is probable that the borrower will not
repay principal and/or interest according to the contractually agreed terms.
Individually impaired loans are measured on the basis of the present value of
expected cashflows and take into consideration the borrower's financial
position, the contractual terms of the loan and the value of collateral if any.
In 2002, our banking operations' recorded additional net loan loss provisions of
E2,222 million. See "-- Banking Operations -- Results of Operations -- Year
Ended December 31, 2002 Compared to Year Ended December 31, 2001 -- Loan Loss
Provisions" as well as "Risk Factors -- We have significant counterparty risk
exposure" and "Risk Factors -- Dresdner Bank continues to experience significant
loan losses relating to problem loans."
General loss allowances are established to provide for incurred but
unidentified losses that are inherent in the loan portfolio at the relevant
balance sheet date. The general loan loss allowance is reviewed in the light of
general economic conditions, the size and diversity of the portfolio and
historical default rates.
Country risk allowances are established for transfer risk, which is a
measure of the likely ability of a borrower in a certain country to repay its
foreign currency-denominated debt in light of the impact of currency
devaluations, macroeconomic or political developments in that country. Country
risk allowances are based on country ratings that incorporate current and
historical economic, political and other data to categorize countries by risk
profile.
27
When we determine that a loan is uncollectible, the loan is charged off
against any existing specific loss allowance or directly recognized as expense
in the income statement. Changes in judgments, analyses and the methodologies we
utilize may lead to changes over time in the level and timing of the allowances
we establish and related charge-offs, which may in turn materially impact the
results of our banking segment. In 2002, our banking segment's gross charge-offs
were E1,889 million.
FAIR VALUES AND IMPAIRMENTS
A portion of our assets and liabilities is recorded at fair value,
including trading assets and liabilities, and securities available for sale.
Fair value determinations for financial assets and liabilities are based
generally on listed market prices or broker or dealer price quotations. If
prices are not readily determinable, fair value is based on either internal
valuation models or management's estimate of amounts that could be realized
under current market conditions. Fair values of certain financial instruments,
including OTC derivative instruments, are determined using pricing models that
consider, among other factors, contractual and market prices, correlations, time
value, credit, yield curve volatility factors and/or prepayment rates of the
underlying positions. The use of different pricing models and assumptions could
lead to different estimates of fair value.
Financial assets are reviewed regularly for impairments, and valuation
writedowns to fair value are charged to income if an other than temporary
diminution in value occurs. Determinations concerning an other than temporary
diminution involve judgments concerning market conditions, issuers' financial
positions and other factors. We generally consider an other than temporary
diminution to have occurred upon a decline of 20% or greater from book value
over a period in excess of six consecutive months. For a discussion of
impairment charges taken in 2002, see "-- Investment Portfolio Impairments and
Unrealized Losses," "Risk Factors -- Our investment portfolio is significantly
exposed to equity securities. Market risks could impair this portfolio and
adversely impact our financial position and results of operations," and "Risk
Factors -- Market factors, as well as a lack of improvement in our operating
performance, may adversely affect the levels of deferred acquisition costs,
goodwill and deferred tax assets we maintain on our balance sheet; the deferred
tax assets we maintain are also potentially impacted by changes in German tax
legislation."
OFF-BALANCE-SHEET ARRANGEMENTS
Off-balance sheet arrangements that we enter into in our investment and
banking activities include securitization and other transactions involving
special- or limited-purpose entities (or SPEs), credit lines and loan
commitments. Off-balance-sheet arrangements we enter into in our insurance
business also include letter of credit (or LOC) transactions where we provide
LOC coverage for all or part of our obligations to insureds or other customers,
or where similar coverage is provided to us by reinsurers or other
counterparties, in each case in accordance with applicable credit or regulatory
requirements.
Off-balance sheet transactions may be carried out with or through a variety
of unconsolidated SPEs. In our insurance and reinsurance businesses, we have
entered into reinsurance transactions with SPEs which provide us with long-term
reinsurance coverage and were funded through the issuance of so-called
"catastrophe bonds" to third-party investors. In our banking business, we have
established SPEs in order to provide administrative services, engage in
underwriting activities, enter into derivative transactions, provide liquidity
and overdraft facilities and guarantees, securitize financial assets we hold,
reduce credit risks on our loan portfolios, and provide alternative financing
structures and investment products for our customers. Material exposures related
to the transactions are recorded or disclosed in our consolidated financial
statements. Risks associated with establishing SPEs and transactions entered
into with SPEs are reviewed in the banking operations risk management process.
28
In the context of the "Silver Tower" asset-backed program of Dresdner Bank,
in which third-party receivables and receivables of Dresdner Bank Group are
securitized, and which is refinanced by commercial paper, Dresdner Bank has
granted short-term credit lines in the amount of E10.2 billion in the event that
a refinancing through commercial paper is not possible. As of June 18, 2003, E4
billion of such credit lines had been used for refinancing instead of the
placement of commercial paper. The risk exists that Dresdner Bank would be
required to use its own credit lines by up to further E7 billion, which would
accordingly raise its regulatory risk-weighted assets.
ACCOUNTING DIFFERENCES
During 2002, we reduced the time lag in accounting for all material
investments in associates to a period of no more than three months for IFRS. We
accounted for this reduction by recording the income and equity changes
occurring during the catch-up period (i.e., the period from June 30, 2001 to
September 30, 2001), less any amounts already reflected in fiscal 2001 due to
their significance, directly in shareholders' equity. The amount of income
directly recorded in shareholders' equity in 2002 was E131 million.
The impact of the terrorist attack of September 11, 2001 on the financial
results of Munich Re, our most significant associate, was considered in our 2001
income statement and statement of shareholders' equity in light of the
significance and relevance of this impact to our 2001 consolidated financial
statements.
On January 1, 2001, we adopted IAS 39, Financial instruments: recognition
and measurement, and IAS 40, Investment property. IAS 39 sets forth requirements
for the recognition in financial statements and valuation of the financial
assets and liabilities of an enterprise, including the reporting of hedging
instruments, and relating to additional disclosure. Under this standard, all
financial assets and liabilities, including all derivatives, are initially
recognized on the balance sheet at cost. Subsequent to initial recognition, all
financial assets are re-measured to fair value, with the exception of certain
assets and liabilities listed in the standard. This standard does not apply to
rights and obligations arising under insurance contracts. The effect of the
first-time recognition under IAS 39 of the market values of derivatives that
have until now not been shown in the balance sheet have been recorded in the
beginning balance of shareholders' equity. This reduced revenue reserves by E153
million.
IAS 40 covers investment property independent of the main activity of the
enterprise concerned. Investment property is real estate held to earn rentals or
for capital appreciation. IAS 40 does not apply to real estate held for use in
the production or supply of goods or services or for administrative purposes.
The standard allows an enterprise to choose either a fair value model or a cost
model for valuation purposes. We have chosen the acquisition cost method, which
is consistent with our previous accounting policy. First-time application of IAS
40 has resulted only in changes in presentation.
For more information on accounting changes, see Note 2 to the consolidated
financial statements.
CONSOLIDATED RESULTS OF OPERATIONS
YEAR ENDED DECEMBER 31, 2002 COMPARED TO YEAR ENDED DECEMBER 31, 2001
Our total income increased by E12,026 million, or 12.6%, to E107,676
million in 2002 from E95,650 million in 2001, due primarily to the full-year
consolidation of Dresdner Bank in 2002, offset in part by the effects of
weakness in the capital markets and the global economy, which affected all of
our operating segments and our banking segment in particular. Our earnings from
ordinary activities before taxation decreased by E3,077 million, or 174.0%, to a
loss of
29
E1,309 million in 2002 from income of E1,768 million in 2001. We had a
consolidated tax benefit of E768 million in 2002 and a consolidated tax benefit
of E861 million in 2001, representing overall effective tax rates of (60.9)% and
(55.2)%, respectively, compared to statutory rates for our primary German and
other operating subsidiaries that ranged from 12.5% to 45.5% and averaged 32.6%.
The consolidated tax benefit in 2002 was due primarily to tax losses, for which
a deferred tax asset was recognized.
Net income decreased E2,814 million, or 177.5%, to a loss of E1,229 million
in 2002, compared to income of E1,585 million in 2001, reflecting primarily
weakness in the capital markets and the global economy, offset in part by the
tax benefit discussed above. This weakness was particularly evident in
writedowns of available for sale investments, which increased significantly to
E5,523 million in 2002. In our banking segment, earnings were negatively
affected by additional net loan loss provisions of E2,222 million. Our
property-casualty insurance business was negatively impacted by significant
claims, including primarily E762 million relating to asbestos and environmental
reserve-strengthening measures at Fireman's Fund and E710 million in net claims
relating to severe floods that struck Germany and Central and Eastern Europe in
July and August 2002. These negative effects in our property-casualty segment
were offset in part by significant investment-related gains and rate increases
in most of our major property-casualty markets.
The following table sets forth the percentage changes for 2002 over 2001 in
our total income, total expenses and net income by segment, which are discussed
in greater detail below, and for the Group as a whole. Changes in results in our
banking and asset management segments related primarily to the full-year
consolidation of Dresdner Bank in 2002. Percentage changes for 2002 over 2001
for our banking segment, which we established as a separate segment in 2001,
reflect the inclusion of Dresdner Bank in our consolidated financial statements
as of July 23, 2001 and are therefore not comparable. See "-- Banking
Operations."
% CHANGE 2002/2001
------------------------------------------
TOTAL INCOME TOTAL EXPENSES NET INCOME
------------ -------------- ----------
Property-Casualty.................................... 13.9 % 3.5 % 204.9 %
Life/Health.......................................... 7.2 % 8.8 % (91.7)%
Banking.............................................. 66.8 % 82.1 % (517.3)%
Asset Management..................................... 16.3 % 12.2 % (21.0)%
Consolidated Group................................... 12.6 % 16.1 % (177.5)%
YEAR ENDED DECEMBER 31, 2001 COMPARED TO YEAR ENDED DECEMBER 31, 2000
Our total income increased E11.861 million, or 14.2%, to E95,650 million in
2001 from E83,789 million in 2000, due primarily to the acquisition of Dresdner
Bank in July 2001, together with increases in property-casualty insurance,
offset in part by a decrease in life/health insurance. Despite the increase in
total income, our earnings from ordinary activities before taxation decreased by
E3,127 million, or 63.9%, to E1,768 million in 2001 from E4,895 million in 2000,
reflecting primarily the effects of the terrorist attack of September 11, 2001
in the United States and weakness in the capital markets. On a consolidated
Group basis, the terrorist attack of September 11, 2001 resulted in net claims
costs of approximately E1.5 billion. As a result of the weakness in the capital
markets, earnings were also negatively affected by E1.6 billion of investment
writedowns. We had a consolidated tax benefit of E861 million in 2001 and a
consolidated tax expense of E170 million in 2000, representing overall effective
tax rates of (55.2)% and 2.7% respectively, compared to statutory rates for our
primary German and other operating subsidiaries that ranged from 10.0% to 43.0%,
and averaged 18.6%. The consolidated tax benefit in 2001 was due to a
substantial amount of tax losses resulting primarily from claims related to the
September 11, 2001 terrorist attack in the United States, together with a
significant amount of tax-exempt realized gains on investments.
30
Net income decreased E1,863 million, or 54.0%, to E1,585 million in 2001,
compared to E3,448 million in 2000, reflecting primarily the impact of the
special adjustment to income taxes in 2000, the effects of the terrorist attack
of September 11, 2001 in the United States and weakness in the capital markets,
offset in part by the tax benefit discussed above.
The following table sets forth the percentage changes for 2001 over 2000 in
our total income, total expenses and net income by segment, which are discussed
in greater detail below, and for the Group as a whole. Results in our banking
and asset management segments reflected primarily the acquisition of Dresdner
Bank in July 2001. Percentage changes for 2001 over 2000 for our banking
segment, which we established as a separate segment in 2001, are based on the
results for 2000 of the banking operations of the Allianz Group, which we
reported in 2000 and prior years together with asset management as part of our
financial services segment and are therefore not comparable. See "-- Asset
Management Operations" and "-- Banking Operations."
% CHANGE 2001/2000
------------------------------------------
TOTAL INCOME TOTAL EXPENSES NET INCOME
------------ -------------- ----------
Property-Casualty.................................... 8.2 % 12.6 % (27.5)%
Life/Health.......................................... (8.2)% (5.2)% (63.4)%
Banking.............................................. 645.7 % 689.4 % (317.8)%
Asset Management..................................... 59.0 % 84.7 % (289.9)%
Consolidated Group................................... 14.5 % 19.0 % (54.0)%
CONSOLIDATED ASSETS AND LIABILITIES
YEAR ENDED DECEMBER 31, 2002 COMPARED TO YEAR ENDED DECEMBER 31, 2001
Total assets decreased by E90,814 million, or 9.6%, to E852,172 million at
December 31, 2002, from E942,986 million at December 31, 2001, primarily as a
result of the deconsolidation of Deutsche Hyp and price declines in the capital
markets. Our own investments (including loans and advances in our banking
segment) decreased by E88,505 million, or 11.3%, to E696,433 million in 2002
from E784,938 million in 2001, while separate account assets increased by E965
million, or 3.9%, to E25,657 million at December 31, 2002, from E24,692 million
at December 31, 2001. Insurance investments (excluding separate account assets)
increased by E8,442 million, or 2.4%, to E362,577 million in 2002 from E354,135
million in 2001.
Our shareholders' equity decreased by 31.4% to E21,673 million at December
31, 2002 compared to E31,613 million at December 31, 2001. This decrease
resulted primarily from a decrease in net unrealized gains of E7,198 million
from E8,276 million at December 31, 2001 to E1,049 million (adjusted for
currency translation) at December 31, 2002, reflecting generally adverse
conditions in the capital markets.
YEAR ENDED DECEMBER 31, 2001 COMPARED TO YEAR ENDED DECEMBER 31, 2000
Total assets increased by E502,978 million, or 114.3%, to E942,986 million
at December 31, 2001, from E440,008 million at December 31, 2000, primarily as a
result of our acquisition of Dresdner Bank in July 2001. Our own investments
grew by E456,813 million, or 139.2%, to E784,938 million in 2001 from E328,125
million in 2000, while separate account assets increased E1,922 million, or
8.4%, to E24,692 million at December 31, 2001, from E22,770 million at December
31, 2000. Insurance investments grew by E19,066 million, or 5.7%, to E354,135
million in 2001 from E335,069 million in 2000.
Our shareholders' equity decreased by 11.2% to E31,613 million at December
31, 2001 compared to E35,592 million at December 31, 2000. This decrease
resulted primarily from a decrease in net unrealized gains of E5,210 million in
2001.
31
INVESTMENT PORTFOLIO IMPAIRMENTS AND UNREALIZED LOSSES
VALUATION OF SECURITIES AVAILABLE FOR SALE
All investments in our investment portfolio are subject to regular
impairment reviews. Generally, the carrying value of our investments is reviewed
for impairment whenever events or changes in circumstances indicate that the
carrying amount may not be recoverable. Impairments are measured as the
difference between the acquisition cost of a particular investment and the
expected recoverable amount (generally market value).
Securities available for sale are recorded at fair value, and are reviewed
regularly for impairments. Valuation write-downs to fair value are charged to
income if an other than temporary diminution in value occurs. As of the closing
date for each quarter and year end, we identify on a Group-wide basis all
securities whose market values are other than temporarily below acquisition cost
based on our policy guidelines. Fair value determinations for financial assets
and liabilities are based generally on listed market prices or broker or dealer
price quotations.
FIXED INCOME SECURITIES
Fixed income securities are written down if one or more of the following
factors indicate that repayment of the principal can no longer be expected in
light of the intended holding period:
- the issuer's or counterparty's financial condition deteriorates,
evidenced by a variety of circumstances, including the fact that
creditors grant special conditions or concessions that they would not
otherwise grant, disappearance of an active market for the investment,
or actual or impending bankruptcy;
- disappearance of an active market for the security due to the issuer's
financial difficulties;
- default or delay in interest service or repayment of principal;
- in the case of asset-backed securities, a pattern indicates that the
entire amount of a portfolio of accounts receivable or other assets may
not be collected; or
- Group management no longer has the intent and ability to hold the
security through the anticipated recovery period.
We analyze fixed income assets for impairment if any of the following
occurs:
- rating agency downgrade below investment grade;
- fair value declines significantly below cost;
- change in conditions in the issuer's or counterparty's industry,
business segment or geographic area; or
- change in recommendations of investment advisors or market analysts.
Generally, we do not consider fixed income instruments impaired if the
decline in value is caused solely by changes in interest rates.
EQUITY INVESTMENTS
Equity investments categorized as securities available for sale are valued
at market value.
Other Than Temporary Declines in Market Value. We record an impairment
loss if a decline in the market value of an equity security is other than
temporary. In 2001, we generally considered a decline in market value in an
equity security classified as available for sale to be other than temporary if
the market value of the security was continuously for a period of more than six
months more than 30% below both the weighted average acquisition cost of the
individual Group company that held the security and the Group's weighted average
acquisition cost. In these instances we recorded an impairment on equity
securities held by Group companies that were in an unrealized loss position. In
2002, we modified our policy and generally considered a decline to be other than
temporary if the market value was continuously for a period of more than six
months 20% or more below both the weighted average acquisition cost
32
of the individual Group company that held the security and the Group's weighted
average acquisition cost.
Additional Factors. In addition, we record an impairment on our available
for sale securities if one or more of the following factors indicate that the
cost of the investment may not be recovered in light of the intended holding
period:
- the issuer's financial condition deteriorates, evidenced by a variety of
circumstances, including disappearance of an active market for the
investment, or actual or impending bankruptcy;
- the issuer is adversely affected by significant developments in its
business environment; or
- the market value of an investment has declined more than 80% below an
individual Group company's acquisition cost as of the end of any fiscal
quarter.
If any of the following occurs, we analyze the investment for impairment in
greater detail:
- change in recommendations of investment advisors or market analysts;
- significant developments or events in the issuer's business conditions
and environment;
- decline in the issuer's P/E ratio;
- losses recently incurred by the issuer;
- changes in the issuer's dividend policy.
Management Judgment Analysis. If the criteria mentioned above indicate an
impairment but recovery of the acquisition cost is still expected in the medium
term, the decrease in value may still be considered temporary based on
management's judgment, provided we have the intent and ability to hold the
investment for a period of time sufficient to allow for a recovery in fair
value. The following information is required to support any decision not to
record an impairment in such cases:
- relative performance of the investment compared to benchmarks indicate
that the decrease in value is attributable to industry or market
conditions, rather than issuer-specific problems;
- positive evaluations of market analysts;
- historical share price development and volatility in share prices
indicate that acquisition cost may be recovered in the near future; or
- specific intentions and ability to hold the investment exist.
A decision based on management judgment has to follow these guidelines,
must be supported by full documentations and is required to be updated at
regular intervals. The evaluation includes other factors, such trends in stock
market performance, the extent to which the fair value is below the acquisition
price and the period of time for which unrealized losses have existed. To ensure
consistency, decisions based on management judgment may only be taken at the
Group level and not by any of the Group's subsidiary operating entities.
Private Equity Investments. The IFRS carrying value of the Group's
available for sale private equity investments was E1,723 million at December 31,
2002 and E1,959 million at December 31, 2001.
Direct private equity investments, which are primarily non-traded
securities, are generally carried by the Allianz Group at cost. The Group tests
private equity investments for impairment on a quarterly basis, generally on the
basis of financial measures such as EBITDA and EBIT or price to earnings ratios.
If appropriate, discounted cash models or leveraged buyout models are applied.
Information from publicly available reports of the Group's private equity
investees is also
33
taken into account. If a decline in the fair value of a private equity
investment is determined to be other than temporary, the investment is
considered to be impaired.
A significant portion of the Group's available for sale private equity
investments was held at Dresdner Bank (E980 million at December 31, 2002 and
E1,140 million at December 31, 2001). Dresdner Bank records an impairment loss
on such investments if a decline in the value of the investment is determined to
be other than temporary. Dresdner Bank generally considers a decline to be other
than temporary if the market value was 20% or more below acquisition cost over a
period of six months.
Investments in Funds. The Group's valuation of investments in funds, or
funds of funds, relies primarily on information relating to net asset value
provided by the general partners of such funds. If a decline in the net asset
value of a fund of funds is determined to be other than temporary, the
investment is considered to be impaired. Additional factors not reflected in the
net asset value of a fund of funds may also be taken into account in making
impairment determinations.
VALUATIONS OF SECURITIES HELD TO MATURITY
The fair value of individual securities held to maturity can fall
temporarily below their carrying value, but, provided there is no risk resulting
from changes in financial standing, such securities are not written-down in
value. Impairment charges on securities held to maturity totaled E31 million in
2002 and E35 million in 2001.
IMPAIRMENT CHARGES
For the year ended December 31, 2002, other expenses for investments
totaled E14,102 million, of which E8,204 related to realized losses and E5,898
related to depreciation and write-downs. Of the total amount of realized losses
in 2002, E8,063 million related to securities available for sale, E4 million to
securities held to maturity, E131 million to real estate used by third parties
and E6 million to other investments. Of the amount related to depreciation and
write-downs, E5,523 million was attributable to securities available for sale,
E31 million to securities held to maturity, E333 million to real estate used by
third parties (including scheduled depreciation) and E11 million to other
investments. In 2002, we recorded E4,953 million of write-downs related to
equity securities, E345 million related to corporate bonds and E202 million
related to government bonds.
For the year ended December 31, 2001, other expenses for investments
totaled E8,923 million, of which E6,998 million were attributable to realized
losses and E1,925 million resulted from depreciation and write-downs. Realized
losses for securities available for sale were E6,888 million, for securities
held to maturity E12 million, for real estate used by third parties E19 million,
and for other investments E79 million. Of the total amount for depreciation and
write-downs, E1,507 million related to securities available for sale, E35
million to securities held to maturity, E378 million to real estate used by
third parties (including scheduled depreciation) and E5 million to other
investments. In 2001, we recorded E1,201 million of write-downs related to
equity securities, E170 million related to corporate bonds and E103 million
related to government bonds.
UNREALIZED LOSSES
As of December 31, 2002, unrealized losses from securities available for
sale totaled E10,523 million, of which E10,067 million were attributable to
equity securities, E326 million to corporate bonds, E106 million to government
bonds and E24 million to other securities. As of December 31, 2001, we recorded
a total of E7,390 million unrealized losses. Of this amount, E5,601 million
related to equity securities, E1,139 to government bonds and E650 to corporate
bonds. The gross amount of unrealized losses that would have been recognized as
impairments based on our current policies but for the application of management
judgments (i.e., unrecognized impairment losses) was E261 million and E764
million at December 31, 2001 and December 31, 2002, respectively. On a net
basis, after policyholder participation and minority
34
interests, these amounts were E145 million and E267 million, respectively. All
of the foregoing unrecognized impairment losses arose in respect of our equity
holdings. In determining such amounts, we have utilized the Group's average
acquisition cost of such securities as determined on a quarterly basis.
Of the gross unrecognized impairment losses attributable to equity
securities as of December 31, 2001, E261 million related to our positions in
five equity securities in the telecom and technology sector, in which we
considered the decline in market values to be only temporary even though market
prices were 30% or more below the Group's average acquisition cost in the second
half of 2001. The approach reflected a decision based on management's judgment
in light of independent research analysis.
There were gross unrealized losses of E764 million as of December 31, 2002
relating to positions in nine equity securities for which we did not record
impairments although they were 20% or more below the Group's average acquisition
cost for the period between July 1, 2002 and December 31, 2002. As a result of
the assessment of each individual stock, we determined that the current
unrealized losses in these nine investment positions were only temporary.
All of these nine equity securities were attributable to investment-grade
issuers and none to non-investment grade companies. Of the nine investment
positions, four related to the telecom industry, with aggregate gross unrealized
loss of E218 million. Three investment positions related to technology companies
with aggregate gross unrealized loss of E424 million. The two remaining
positions were in the utilities sector (gross unrealized loss of E28 million)
and in a financial institution (gross unrealized loss of E94 million). For U.S.
GAAP purposes, we recorded an impairment charge of E324 million before tax and
minority interest with respect to these nine securities. See Note 45 to our
consolidated financial statements.
The following table sets forth further details regarding the duration and
amount below cost of the Group's unrealized loss positions for equity
securities, excluding the nine securities referred to above, as of December 31,
2002.
AGEING TABLE: DURATION AND AMOUNT OF UNREALIZED LOSSES AS OF DECEMBER 31, 2002
0 TO 6 MONTHS 6 TO 12 MONTHS 12 TO 18 MONTHS GREATER THAN 18 MONTHS TOTAL
------------- -------------- --------------- ---------------------- -----
(E IN MILLIONS)
Market Value.......... 21,948 7,603 513 211 30,274
Cost.................. 27,495 11,118 718 247 39,577
Unrealized Loss....... (5,547) (3,515) (205) (36) (9,303)
LESS THAN 20% 20% TO 50% GREATER THAN 50% TOTAL
------------- ---------- ---------------- -----
(E IN MILLIONS)
Market Value.......... 18,414 11,432 428 30,274
Cost.................. 21,957 16,658 962 39,577
Unrealized Loss....... (3,543) (5,226) (534) (9,303)
Although all individual securities were reviewed to ensure that no material
impairments or other than temporary losses were required to be charged to income
in 2002, the identification of impairment and other then temporary losses and
the determination of the recoverable amount are an inherently uncertain process
involving various assumptions and factors, including the financial condition of
the issuer, expected future cash flows, observable market prices and expected
net selling prices. Further developments after December 31, 2002 may indicate
that certain unrealized losses that existed as of December 31, 2002 will need to
be considered other than temporary, resulting in a negative impact on our profit
and loss account. However, the net income effect of any charges would be
decreased by the allocation of a portion of such charges to policyholder
participation and minority interests.
Determinations relating to unrealized losses and impairments in our
investment positions, including decisions based on management judgment, are made
on the basis of an assessment of
35
each individual investment position. We accordingly do not believe that such
determinations have an impact on other material investments held.
DISCUSSION OF OPERATIONS BY BUSINESS SEGMENT
INSURANCE OPERATIONS
We provide property-casualty and life/health products and services on an
individual and group basis in more than 70 countries worldwide. In our
property-casualty business, we provide, among other things, automobile,
homeowners, travel and other personal lines products and are a leading provider
of commercial and industrial coverages to business enterprises of all sizes,
including many of the world's largest companies. Our life/health insurance
businesses provide endowment, annuity and term insurance products and a wide
range of health, disability and related coverages to individual insureds, as
well as group life, group health and pension products to employers. In addition
to strong local positions, we have established leading positions in certain
specialty lines on a global basis, including credit insurance, marine and
aviation insurance, industrial reinsurance through Allianz Global Risks, and
travel and assistance insurance.
Our products are marketed in Germany primarily under the "Allianz" brand
name. In other countries we generally operate through our subsidiary insurers'
brand names, which are identified as part of the Allianz Group. We believe that
our brand name is one of the best-known and most highly respected in the German
marketplace, combining a reputation for excellent customer service with an image
of superior financial strength.
Our philosophy is to provide considerable latitude to our operating
entities in product design, underwriting, distribution, marketing and operations
while providing various levels of centralized support in such areas as financial
and strategic planning, investment management, knowledge transfer, accounting
and reinsurance to our subsidiaries from our headquarters in Munich. We refer to
this combination of centralized strategic management and local business autonomy
as a "multi-local" approach to our global insurance business. We believe that
this gives our subsidiary operations the flexibility to best respond to local
market conditions and allows us to implement strategic goals and create
incentives for our employees on a country-by-country basis.
36
PROPERTY-CASUALTY INSURANCE OPERATIONS
The following table sets forth certain financial information for our
property-casualty operations for the years indicated:
YEAR ENDED DECEMBER 31,
---------------------------
2002 2001 2000
------- ------- -------
(E IN MILLIONS)
Gross premiums written...................................... 43,294 42,137 38,382
Premiums earned(net)(1)..................................... 36,458 34,428 31,529
Interest and similar income................................. 4,473 5,068 5,568
Income from affiliated enterprises, joint ventures and
associated enterprises.................................... 8,494(2) 889 1,833
Other income from investments............................... 3,652 4,307 4,259
Trading income.............................................. 207 1,451 (10)
Fee and commission income, and income from service
activities................................................ 521 1,425 940
Other income................................................ 1,751 1,202 1,078
------- ------- -------
Total income......................................... 55,556 48,770 45,197
------- ------- -------
Insurance benefits(net)(3).................................. (28,974) (28,200) (25,413)
Interest and similar expenses............................... (1,564) (1,323) (1,136)
Other expenses for investments.............................. (3,567) (2,888) (1,913)
Loan loss allowance......................................... (7) (4) --
Acquisition costs and administrative expenses(4)............ (10,521) (10,042) (9,106)
Amortization of goodwill.................................... (370) (349) (277)
Other expenses.............................................. (2,999) (3,555) (3,453)
------- ------- -------
Total expenses....................................... (48,002) (46,361) (41,298)
------- ------- -------
Earnings from ordinary activities before taxation........... 7,554 2,409 3,899
Taxes....................................................... 469 701 5
Minority interests in earnings.............................. (816) (746) (642)
------- ------- -------
Net income.................................................. 7,207 2,364 3,262
======= ======= =======
---------------
(1) Net of reinsurance ceded of E6,150 million, E6,669 million and E6,488
million in 2002, 2001 and 2000, respectively.
(2) Reflects realized gains of E1,886 million from open market sales of Munich
Re shares and E713 million on the sale of a real estate subsidiary in Italy,
as well as significant income from intercompany transactions, including
realized gains of E3,332 million from the transfer of Munich Re shares from
Allianz AG to Dresdner Bank and dividend income of E382 million from
Dresdner Bank. The gains on these intercompany transactions were eliminated
at the Group level.
(3) Includes loss and loss adjustment expenses of E28,502 million, E27,919
million and E24,566 million in 2002, 2001 and 2000, respectively.
(4) Includes net underwriting costs of E10,015 million, E9,543 million and
E8,548 million in 2002, 2001 and 2000, respectively.
YEAR ENDED DECEMBER 31, 2002 COMPARED TO YEAR ENDED DECEMBER 31, 2001
Gross Premiums Written. Our gross premiums written from property-casualty
operations in 2002 increased by E1,157 million, or 2.7%, to E43,294 million from
E42,137 million in 2001. Eliminating the effect of exchange rate movements and
changes in the scope of consolidation,
37
which decreased 2002 gross premiums written by E246 million, gross premiums
written increased by 3.2%. This increase came primarily as a result of rate
increases in all of our major markets, offset in part by a more selective
underwriting policy, particularly in our industrial reinsurance business and in
the United States, but also in other major markets.
Premiums Earned (Net). On a Group-wide basis, property-casualty net
premiums earned in 2002 and 2001 reflected premiums ceded to reinsurers of
E6,150 million and E6,669 million, respectively, resulting in overall retention
levels of approximately 85.6% in 2002 and 83.8% in 2001. Net premiums earned
increased by E2,030 million, or 5.9%, to E36,458 million in 2002 from E34,428
million in 2001, which exceeded the 2.7% increase in gross premiums written and
reflected the increase in overall retention levels.
Trading Income. Trading income from our property-casualty operations
decreased by E1,244 million, to E207 million in 2002 from E1,451 million in
2001, due primarily to the decrease of E1,212 million in gains from certain
derivative financial instruments. These gains relate to derivative financial
instruments embedded in outstanding exchangeable bonds that do not qualify for
hedge accounting and from forward contracts that are used to hedge investments.
Gains or losses on such financial instruments arising from valuation at fair
value are included in trading income. The decrease in 2002 reflected primarily
long positions on index futures entered into in late 2001, which substantially
offset the market value gains from outstanding short positions. We had entered
into short positions on these index futures in connection with our issuance of
certain exchangeable bonds in 2001 and prior years. See "-- Year Ended December
31, 2001 Compared to Year Ended December 31, 2000 -- Trading Income."
Insurance Benefits (Net). Net insurance benefits for our worldwide
property-casualty business, which consist of claims paid, changes in reserves
for loss and loss adjustment expenses, changes in other reserves and expenses of
premium refunds, increased by E774 million, or 2.7%, to E28,974 million in 2002
from E28,200 million in 2001. Of this amount in 2002, E762 million related to
asbestos and environmental reserve-strengthening measures at Fireman's Fund. An
additional approximately E710 million was attributable to net claims relating to
severe flooding in Germany and Central and Eastern Europe in July and August
2002. The increase in net insurance benefits in 2002 followed on an already high
level of net insurance benefits in 2001, which reflected claims from the
terrorist attack of September 11, 2001. For additional information on
reserve-strengthening measures at our U.S. property-casualty insurance
subsidiaries, see "-- Property-Casualty Insurance Reserves -- Individual Country
Reserves -- Gross Reserves -- United States."
The following table sets forth net loss, expense and combined ratio
information for our property-casualty operations by geographic region for the
years 2002 and 2001:
YEAR ENDED DECEMBER 31, 2002
-------------------------------------------------------
REST OF REST OF SPECIALTY
GERMANY EUROPE NAFTA WORLD LINES TOTAL
------- ------- ----- ------- --------- -----
Loss ratio(1).......................... 74.2% 76.8% 94.6% 74.5% 75.9% 78.2%
Expense ratio(2)....................... 28.3% 24.6% 32.9% 28.1% 32.5% 27.5%
----- ----- ----- ----- ----- -----
Combined ratio......................... 102.5% 101.4% 127.5% 102.6% 108.4% 105.7%
YEAR ENDED DECEMBER 31, 2001
-------------------------------------------------------
REST OF REST OF SPECIALTY
GERMANY EUROPE NAFTA WORLD LINES TOTAL
------- ------- ----- ------- --------- -----
Loss ratio(1).......................... 76.2% 80.3% 99.9% 72.8% 66.5% 81.1%
Expense ratio(2)....................... 26.8% 26.2% 29.2% 32.9% 39.5% 27.7%
----- ----- ----- ----- ----- -----
Combined ratio......................... 103.0% 106.5% 129.1% 105.7% 106.0% 108.8%
---------------
(1) Represents ratio of total loss and loss adjustment expenses to net earned
premium.
(2) Represents ratio of net underwriting costs to net earned premium.
38
The overall decrease in the Group combined ratio to 105.7% in 2002 from
108.8% in 2001 reflects the decrease in the Group's loss ratio to 78.2% in 2002
from 81.1% in 2001. The Group loss ratio was affected primarily by improved loss
ratios in the Group's reinsurance operations at Allianz AG and in many of the
Group's major markets, reflecting rate increases, particularly in our automobile
lines, and decreased claim frequency. These improvements were offset in part by
increased net claims related to severe flooding in Germany and Central and
Eastern Europe in July and August 2002 and a series of other storms, asbestos
and environmental reserve-strengthening measures at Fireman's Fund and increased
net claims in our credit insurance. Excluding the effect of the flooding-related
claims and the asbestos and environmental reserve-strengthening measures in 2002
and the effects of the September 11, 2001 terrorist attack in 2001, the Group
loss ratio would have decreased to 74.2% in 2002 from 76.7% in 2001. The Group
expense ratio was largely unchanged at 27.5% in 2002 compared to 27.7% in 2001.
Increased expenses relating to the development of the distribution capacity in
Germany were offset by increased operating efficiencies at other Group
companies.
Acquisition Costs and Administrative Expenses. Acquisition costs and
administrative expenses consist primarily of changes in deferred acquisition
costs, administrative expenses, and net underwriting costs. Net underwriting
costs of E10,015 million in 2002 increased E472 million, or 4.9%, over 2001
levels of E9,543 million, which slightly exceeded our property-casualty premium
growth rate of 2.7% due primarily to reduced commission income from reinsurance
business ceded, reflecting higher overall retention levels. The increased
expenses were offset in part by increased operating efficiencies at Group
companies and cost reduction measures.
Net Income. Net income from property-casualty insurance operations in 2002
increased by E4,843 million, or 204.9%, to E7,207 million in 2002 compared with
E2,364 million in 2001. The increase was due primarily to investment-related
items, including realized gains of E1,886 million from open market sales of
Munich Re shares, approximately E1,100 million from open market sales of
Vodafone AG shares and E713 million on the sale of a real estate subsidiary in
Italy, as well as realized gains from the sale of other shareholdings in the
Group's German equity portfolio. The segment also recorded significant income
from intercompany transactions, including realized gains of E3,332 million from
the transfer of Munich Re shares from Allianz AG to Dresdner Bank, dividend
income of E382 million from Dresdner Bank and E224 million from the sale of
Vereinte Lebensversicherung AG from Vereinte Versicherung AG to Allianz
Lebensversicherungs-AG (or Allianz Leben). The gains on these intercompany
transactions were eliminated at the Group level. These increases were offset in
part by realized losses of E1,536 million and net investment writedowns of
E1,737 million, reflecting weakness in the capital markets. Excluding these
investment related items, net income from property-casualty operations in 2002
reflected significantly increased net insurance benefits, including primarily
E762 million relating to asbestos and environmental reserve-strengthening
measures at Fireman's Fund and E710 million in net claims relating to severe
flooding in Germany and Central and Eastern Europe in July and August 2002,
offset in part by the increase in net insurance premiums attributable to rate
increases in most of our major markets.
Amortization of goodwill was E370 million in 2002, an increase of E21
million, or 6.0%, from E349 million in 2001, largely as a result of the
amortization of goodwill associated with our acquisition of additional
shareholdings in Frankfurter Versicherungs-AG and Bayerische Versicherungsbank
AG in June 2002. See "Major Shareholders and Related Party Transactions --
Related Party Transactions -- Transactions with Munich Re." Minority interests
in earnings increased to E816 million in 2002 from E746 million in 2001.
39
YEAR ENDED DECEMBER 31, 2001 COMPARED TO YEAR ENDED DECEMBER 31, 2000
Gross Premiums Written. Our gross premiums written from property-casualty
operations in 2001 increased by E3,755 million, or 9.8%, to E42,137 million from
E38,382 million in 2000. Eliminating the effect of exchange rate movements,
which increased 2001 gross premiums written by E28 million, gross premiums
written increased by 9.7%. This increase came as a result of increases in all of
our geographic segments, particularly in Rest of Europe, due to growth in France
and Italy, and in Germany as discussed below.
Premiums Earned (Net). On a Group-wide basis, property-casualty net
premiums earned in 2001 and 2000 reflected premiums ceded to reinsurers of
E6,669 million and E6,488 million, respectively, resulting in overall retention
levels of approximately 83.8% in 2001 and 82.9% in 2000. Net premiums earned
increased by E2,899 million, or 9.2%, to E34,428 million in 2001 from E31,529
million in 2000, paralleling the 9.8% increase in gross premiums written.
Trading Income. Trading income from property-casualty operations increased
by E1,461 million, to E1,451 million in 2001 from a loss of E10 million in 2000,
due primarily to gains on derivative financial instruments for which hedge
accounting is not applied. These derivative financial instruments include
embedded derivatives in exchangeable bonds issues and forward contracts that are
used to hedge investments but do not qualify for hedge accounting. We issued two
series of bonds in 2001 that were exchangeable in accordance with their terms
into equity securities of other publicly traded companies in order to reduce our
long-term shareholdings in those issuers. We entered into short forward
contracts on shares of HypoVereinsbank in connection with our acquisition of
Dresdner Bank in 2001. See "Related Parties -- Transactions with Munich
Re -- Agreement in Principle."
In 2001, we had outstanding four exchangeable bonds with a total notional
amount of E5,777 million, which contained embedded short options on equity
securities and equity indices that were required to be separated from the host
debt instrument because the risks of the embedded derivatives were not clearly
and closely related to that of the host instrument. In 2001, we recorded a
market value gain of E880 million related to these embedded derivatives as a
result of the decline in the market value of the underlying shares and indices
covered by the short options. We also recorded market value gains of E571
million in 2001 on derivative financial instruments for which hedge accounting
was not applied. These gains were primarily the result of market value gains on
short forward contracts on equity securities of HypoVereinsbank due to declines
in the market value of the underlying shares.
The significant increase in trading income in 2001 compared with 2000 was
primarily attributable to the fact that many of these derivative transactions
were new in 2001. In addition, embedded derivatives in exchangeable bonds issued
prior to 2001 were separated from their host contracts for the first time in
2001 upon the implementation of IAS 39 and SFAS 133 as of January 1, 2001. For
additional information, see Note 28 to our consolidated financial statements.
Insurance Benefits (Net). Net insurance benefits for our worldwide
property-casualty business increased by E2,787 million, or 11.0%, to E28,200
million in 2001 from E25,413 million in 2000. A significant portion of the
increase was attributable to the September 11, 2001 terrorist attack in the
United States, which negatively impacted net claims in the property-casualty
lines by approximately E1.5 billion in 2001, primarily in the United States, and
to a lesser extent, in our reinsurance operations in Germany and other
countries. The remainder of the increase in net insurance benefits related to
increased premium volume.
40
The following table sets forth net loss, expense and combined ratio
information for our property-casualty operations by geographic region for the
years 2001 and 2000:
YEAR ENDED DECEMBER 31, 2001
-------------------------------------------------------
REST OF REST OF SPECIALTY
GERMANY EUROPE NAFTA WORLD LINES TOTAL
------- ------- ----- ------- --------- -----
Loss ratio(1).................. 76.2% 80.3% 99.9% 72.8% 66.5% 81.1%
Expense ratio(2)............... 26.8% 26.2% 29.2% 32.9% 39.5% 27.7%
----- ----- ----- ----- ----- -----
Combined ratio................. 103.0% 106.5% 129.1% 105.7% 106.0% 108.8%
YEAR ENDED DECEMBER 31, 2000
-------------------------------------------------------
REST OF REST OF SPECIALTY
GERMANY EUROPE NAFTA WORLD LINES TOTAL
------- ------- ----- ------- --------- -----
Loss ratio(1).................. 73.5% 80.8% 87.9% 75.5% 53.1% 77.9%
Expense ratio(2)............... 24.2% 27.1% 29.6% 30.0% 36.3% 27.0%
---- ----- ----- ----- ---- -----
Combined ratio................. 97.7% 107.9% 117.5% 105.5% 89.4% 104.9%
---------------
(1) Represents ratio of total loss and loss adjustment expenses to net earned
premium.
(2) Represents ratio of net underwriting costs to net earned premium.
The overall increase in the Group combined ratio to 108.8% in 2001 from
104.9% in 2000 reflects deteriorating loss ratios in the NAFTA zone, Germany and
our specialty lines, primarily due to increased net claims as a result of the
September 11, 2001 terrorist attack and, in the case of specialty lines,
unfavorable economic conditions, offset in part by improved loss ratios in Rest
of Europe and Rest of World. Excluding the effect of the claims relating to the
September 11, 2001 terrorist attack in the United States, the combined ratio
would have decreased slightly to 104.4% in 2001 from 104.9% in 2000. The Group
expense ratio worsened slightly to 27.7% in 2001 from 27.0% in 2000, due
primarily to expenses incurred in our German property-casualty operations and at
Allianz AG, the results of which are included in our property-casualty segment,
in connection with the build-out of our information technology systems and
marketing and sales force development. Also contributing to the increased
expense ratio were expenses incurred at Allianz AG relating to the integration
of Dresdner Bank.
Acquisition Costs and Administrative Expenses. Net underwriting costs of
E9,543 million in 2001 increased E995 million, or 11.6%, over 2000 levels of
E8,548 million, which slightly exceeded our property-casualty premium growth
rate of 9.8% due primarily to expenses incurred in connection with information
technology, marketing and sales force development.
Net Income. Net income from property-casualty insurance operations in 2001
decreased by E898 million, or 27.5%, to E2,364 million in 2001 compared with
E3,262 million in 2000. The decrease was driven primarily by the special
adjustment to income taxes, which benefited our results in 2000, increased net
claims resulting from the September 11, 2001 terrorist attack and reduced
investment results, reflecting weakness in the capital markets. These were
offset in part by a tax benefit resulting from a substantial amount of tax
losses attributable primarily to claims related to the September 11, 2001
terrorist attack in the United States, together with a significant amount of
tax-exempt realized gains on investments resulting in large part from forward
sales and other transactions that were entered into in 2001 but concluded in
2002.
Amortization of goodwill was E349 million in 2001, an increase of E72
million, or 26.0%, from E277 million in 2000, largely as a result of
amortization of goodwill on acquisitions made in Australia and the Netherlands.
Minority interest increased to E746 million in 2001 from E642 million in 2000.
41
Our consolidated results of operations in 2000 included the effects of
certain special adjustments to income taxes. There were no special adjustments
to our consolidated results of operations in 2001. Excluding the impact of these
items in 2000, net income would have increased by E139 million, or 6.2%, to
E2,364 million in 2001, from E2,225 million in 2000.
PROPERTY-CASUALTY LOSS RESERVES
We establish loss reserves in our property-casualty business to cover our
future payment obligations under insurance claims where either the amount of
benefits to be paid or the date when payments are to be made is not yet fixed.
The reserve is calculated using recognized actuarial methods to arrive at an
estimated amount necessary to settle claims in full. For additional information
on our property-casualty loss reserves, including discussion of our reserves by
individual country on a local statutory accounting basis, see "--
Property-Casualty Loss Reserves." See also Note 16 to our consolidated financial
statements.
In 2002, our gross consolidated IFRS loss reserves decreased by E1,822
million, or 2.9%, to E59,564 million compared to E61,476 million in 2001,
reflecting primarily a decrease from the high levels of 2001 that resulted from
the terrorist attack of September 11, 2001. The decrease in 2002 was offset in
part primarily by asbestos and environmental reserve-strengthening measures in
our U.S. operations, as well as smaller reserve increases in France and Italy.
In the United States, we recorded a net increase of E762 million relating to
asbestos and environmental exposures at our U.S. subsidiary Fireman's Fund for
accident years 1987 and prior. We recorded this increase in September 2002
following completion of a study by external and internal actuaries of Fireman's
Funds asbestos and environmental liabilities, which reflected deteriorating
industry-wide loss trends. See "-- Property-Casualty Loss Reserves -- Individual
Country Reserves -- Gross Reserves -- United States." Following the
re-evaluation of certain lines of business in 2002, we also increased reserves
relating to liability and workers' compensation at Fireman's Fund for accident
years 2000 and 1999. In addition, we increased general liability reserves by
E921 million at Allianz Insurance Co. for accident years 1997 to 2001 as a
result of an actuarial analysis and more conservative re-underwriting in 2002,
and property reserves at Allianz Insurance Co. by E184 million due to additional
provisions relating to the terrorist attack of September 11, 2001. These
increases were offset in part by favorable developments in commercial
multi-peril and surety reserves at Fireman's Fund for the accident year 2000. In
France, we increased gross loss reserves by E360 million in 2002, reflecting
adverse reserve development in AGF's motor liability (E185 million), general
liability (E105 million) and property (E50 million) lines, offset by favorable
development at EULER & HERMES and Allianz Marine & Aviation. In Italy, we
strengthened reserves in 2002 relating to motor liability and general liability
at RAS Group.
In 2001, our gross loss reserves increased by E7,429 million, or 13.7%, to
E61,476 million compared to E54,047 million in 2000, primarily as a result of
the terrorist attack of September 11, 2001. On a consolidated Group basis, the
terrorist attack of September 11, 2001 resulted in net claims of approximately
E1.5 billion. In the United States, we increased gross reserves by E3,591
million in 2001, substantially all of which related to exposures at Allianz
Insurance Co. resulting from the terrorist attack of September 11, 2001. We also
increased reserves in Germany, the majority of which was attributable to
reinsurance underwritten by Allianz AG, and the United Kingdom at Allianz
Cornhill, in both cases for exposures resulting from the terrorist attack of
September 11, 2001. In Italy, in 2001, we strengthened reserves relating to
motor liability and general liability at RAS Group for several accident years,
reflecting primarily a market-wide increase in personal injuries and average
cost of claims in the motor liability line and an increase in late-reported
claims in the general liability line.
42
PROPERTY-CASUALTY OPERATIONS BY GEOGRAPHIC REGION
The following table sets forth our property-casualty gross premiums written
and net income by geographic region. Consistent with our general practice, gross
premiums written by geographic region is presented before consolidation
adjustments representing the elimination of transactions between Group companies
in different geographic regions and different segments, and net income by
geographic region is presented before those consolidation adjustments,
amortization of goodwill and minority interests.
YEAR ENDED DECEMBER 31,
---------------------------------------------------------------------
2002 2001 2000
--------------------- --------------------- ---------------------
GROSS GROSS GROSS
PREMIUMS PREMIUMS PREMIUMS
WRITTEN NET INCOME WRITTEN NET INCOME WRITTEN NET INCOME
-------- ---------- -------- ---------- -------- ----------
(E IN MILLIONS)
Germany(1)................ 12,314 9,235 12,644 3,773 11,948 3,320
Rest of Europe(1)......... 20,494 1,932 19,606 848 17,302 1,285
NAFTA..................... 5,992 (933) 6,822 (1,030) 6,300 (86)
Rest of World............. 2,428 38 2,401 39 1,886 5
Specialty Lines(1)........ 4,948 (199) 2,321 94 2,267 227
Consolidation
adjustments............. (2,882) (1,680) (1,657) (265) (1,321) (570)
------ ------ ------ ------ ------ -----
Subtotal................ 43,294 8,393 42,137 3,459 38,382 4,181
Amortization of
goodwill................ -- (370) -- (349) -- (277)
Minority interests........ -- (816) -- (746) -- (642)
------ ------ ------ ------ ------ -----
Total................... 43,294 7,207 42,137 2,364 38,382 3,262
====== ====== ====== ====== ====== =====
---------------
(1) Reflects the transfers, effective January 1, 2002, of marine, aviation and
industrial transport insurance business and industrial reinsurance business
to our marine and aviation and Allianz Global Risks specialty lines,
respectively. See "-- Specialty Lines."
GERMANY
DESCRIPTION OF BUSINESS
Germany is the world's third-largest property-casualty insurance market,
based on gross premiums written in 2002. We were the largest provider of
property-casualty insurance in Germany, with an estimated market share of 18.3%,
as measured by gross premiums written in 2002. Germany is our most important
single market for property-casualty insurance. As a percentage of our total
property-casualty gross premiums written worldwide, Germany accounted for 26.7%
in 2002, 28.9% in 2001, and 30.1% in 2000. This decrease in percentage primarily
reflects the increased levels of gross premiums written from our operations in
countries other than Germany.
We conduct our property-casualty insurance operations in Germany primarily
through the Sachversicherungsgruppe Deutschland (or the German Property-Casualty
Group), which handles most of our lines of property-casualty insurance in
Germany, other than credit insurance and marine and aviation insurance. Allianz
AG, the parent company of the Group, acts as the reinsurer for most of the
Group's German property-casualty operations and for other Group companies, other
than credit and industrial reinsurance. In addition, Allianz AG underwrites a
relatively small amount of reinsurance with customers outside of the Group. The
Group's industrial reinsurance needs are largely handled by Allianz Global
Risks. See "-- Specialty Lines -- Allianz Global Risks Ruckversicherungs-AG."
43
GERMAN PROPERTY-CASUALTY GROUP
The German Property-Casualty Group comprises a number of different
operating entities, some of which offer a full range of property-casualty lines
and others of which provide specialized coverage:
- Allianz Versicherungs-AG (or Allianz Versicherung), which is the German
Property-Casualty Group's primary full-line property-casualty insurer;
- Frankfurter Versicherungs-AG, a full-line property-casualty insurer based
in Frankfurt;
- Bayerische Versicherungsbank AG, a full-line property-casualty insurer
based in Munich;
- Kraft Versicherungs-AG, a specialist provider of predominantly automobile
insurance; and
- Vereinte Spezial Versicherung AG, primarily a specialist provider of
automobile insurance.
Our interests in some of these subsidiaries were substantially restructured
pursuant to our letter of intent with Munich Re. See "Major Shareholders and
Related Party Transactions." In addition, effective January 1, 2002, we
transferred our marine, aviation and industrial transport insurance business in
Germany to our marine and aviation specialty line (see "-- Specialty
Lines -- Marine & Aviation"). In November 2002, we merged our former
property-casualty subsidiaries Vereinte Versicherung AG and Vereinte
Rechtsschutzversicherung-AG into Allianz Versicherung, with retroactive effect
to January 1, 2002. In 2003, we intend to merge Kraft Versicherungs-AG into
Vereinte Spezial Versicherung AG, with retroactive effect to January 1, 2003.
PRODUCTS
The operating companies that make up the German Property-Casualty Group
together offer a comprehensive range of property-casualty insurance products and
related services to customers primarily in Germany. The German Property-Casualty
Group's principal product lines are automobile liability and other automobile
insurance, fire and property insurance, personal accident insurance, liability
insurance and legal expense insurance.
The German Property-Casualty Group's policy terms and conditions largely
conform to those offered by other insurers in the German market. While the
German Property-Casualty Group does seek to develop new policy types, given its
position as the market leader in the German property-casualty insurance market,
any competitive advantage gained by the introduction of new policy types tends
to be short-lived, as competitors introduce equivalent forms of coverage.
In all of our German business lines, policy persistency is an important
factor in our profitability. Accordingly, we seek to ensure that our
policyholders maintain their policies in force with us for long periods of time.
Based on German industry statistics, we believe that our persistency rates are
generally higher than those of most other German companies. In the
property-casualty area, we have found that customers with multiple policies with
us generally keep their policies in force for longer periods of time.
Accordingly, the German Property-Casualty Group provides its customers with
substantial discounts to the extent they hold multiple Allianz insurance
policies. We estimate that currently more than 50% of the German
Property-Casualty Group's German personal lines customers have more than one
Allianz policy in force.
While our insurance operations in Germany generally operate on a
decentralized basis through separate operating entities, many of our products in
Germany are distributed through common or overlapping distribution systems. The
importance of these distribution channels varies by type of business. For the
German Property-Casualty Group's personal and commercial lines, the network of
full-time tied agents is our most important distribution channel. For industrial
lines, the brokerage channel predominates. In connection with our acquisition of
Dresdner Bank in 2001, we have placed approximately 960 insurance specialists to
sell both life insurance
44
products and property-casualty insurance products at Dresdner Bank branches
throughout Germany at December 31, 2002. The relative importance of each of
these distribution channels also varies by region and by product mix.
The following sets forth certain key data concerning our German insurance
distribution systems as they related to property-casualty insurance at and for
the year ended December 31, 2002:
% OF 2002
PROPERTY-CASUALTY
NUMBER(1) PREMIUMS
--------- -----------------
Full-time tied agents....................................... 11,656 65.5
Part-time tied agents....................................... 43,076 6.5
Brokers..................................................... 7,601 14.1
Banks....................................................... 2,224(2) 3.1
Other(3).................................................... -- 10.8
-----
Total..................................................... -- 100.0
=====
---------------
(1) Represents the total number in Germany for all Allianz Group segments.
(2) Represents the number of German branches at Dresdner Bank (811), and at
unaffiliated banks, comprising Volks-und Raiffeisenbanken (1,406) and
Industrie Kredit-Bank (7), with which we have distribution agreements
covering our property-casualty and life/health insurance products.
(3) Includes all Allianz Group employees in Germany, who are able to sell
Allianz policies.
In our German property-casualty insurance business, we distribute our
products primarily through a network of self-employed, full-time tied agents. We
believe that our network of tied agents is the largest full-time insurance sales
force in Europe. These agents, who have an average of more than ten years'
experience selling Allianz products, receive a full range of support from the
Allianz Group, from initial support in establishing an office and a portfolio to
pension benefits based upon the volume and product mix of their portfolios.
Apart from pension provisions, agent compensation is based primarily on volume,
although we also utilize a number of incentive schemes to encourage sales of
strategically more important policy types. Our full-time tied agents follow
centralized underwriting and pricing guidelines, allowing us to carefully
segment and monitor our German book of business.
ALLIANZ AG
Allianz AG, the parent company of the Group, acts as the reinsurer for most
of our German property-casualty operations and for other Group companies, other
than credit insurance and international industrial reinsurance. In addition,
Allianz AG assumes a relatively small amount of reinsurance from non-Group
companies. Each subsidiary is able to place reinsurance directly with reinsurers
other than Allianz AG, but Allianz AG has a preferred partnership with respect
to reinsurance cessions of its subsidiaries based on ordinary market terms and
conditions. For the years ended December 31, 2002, 2001 and 2000, Allianz AG
assumed 39.4%, 41.5% and 41.8%, respectively, of all reinsurance ceded by Group
companies.
While the Group remains liable as a primary insurer notwithstanding the
ceding of reinsurance to third parties, our evaluation criteria, which include
the claims-paying and debt ratings, capital and surplus levels, and marketplace
reputation of our reinsurers, are such that we believe any risks of
collectibility to which we are exposed are not significant, and historically
Group companies have not experienced difficulty in collecting from their
reinsurers. Munich Re is our primary outside reinsurer. For the fiscal years
ended December 31, 2002, 2001 and 2000, Munich Re Group assumed E2,300 million,
E2,400 million and E2,300 million in reinsurance
45
premiums from us, representing 31.3%, 30.6% and 30.2%, respectively, of our
total reinsurance premiums ceded. See Note 11 to the consolidated financial
statements.
The following table sets forth premiums ceded by Allianz Group to Munich Re
Group and other reinsurers for the years indicated:
YEAR ENDED DECEMBER 31,
---------------------------------------------
2002 2001 2000
------------- ------------- -------------
E % E % E %
(E IN MILLIONS)
Premiums ceded.............................. 2,300 31.3 2,400 30.6 2,300 30.2
Other....................................... 5,057 68.7 5,438 69.4 5,327 69.8
----- ----- ----- ----- ----- -----
Total..................................... 7,357 100.0 7,838 100.0 7,627 100.0
===== ===== ===== ===== ===== =====
Allianz AG acts as the primary reinsurer of our German property-casualty
subsidiaries, other than our credit insurance subsidiary, EULER & HERMES, and
our industrial reinsurance unit, Allianz Global Risks, for which Munich Re is
the primary reinsurer. We bundled all of our reinsurance activities for our
industrial lines in Allianz Global Risks effective January 1, 2002. See
"-- Specialty Lines -- Allianz Global Risks Ruckversicherungs-AG." In the
life/health area, Allianz AG and Munich Re each assume 50% of the reinsurance
ceded by Allianz Lebensversicherungs-AG, the main operating company for our
German life insurance operations. Outside of Germany, Allianz AG acts as a
reinsurer of Group subsidiaries, with a preferred partnership on all business
ceded, and provides centralized advice to subsidiaries on structuring their own
reinsurance programs, establishing lists of permitted reinsurers, and monitoring
aggregate exposures to catastrophes and other events.
The following table sets forth the reinsurance assumed by Allianz AG by
gross premiums written for the years shown:
YEAR ENDED DECEMBER 31,
------------------------
2002 2001 2000
------ ------ ------
(E IN MILLIONS)
From German Property-Casualty Group subsidiaries............ 3,028 3,024 3,176
From German life/health subsidiaries........................ 638 539 567
From EULER & HERMES(1)...................................... 155 107 107
From non-German subsidiaries................................ 1,190 1,170 907
----- ----- -----
Subtotal............................................... 5,011 4,840 4,757
From non-Group companies.................................... 589 847 830
----- ----- -----
Total.................................................. 5,600 5,687 5,587
===== ===== =====
---------------
(1) Reflects the consolidation of our former French subsidiary, EULER, and our
former German subsidiary, HERMES, into a new corporate entity EULER & HERMES
in July 2002.
Allianz AG writes a limited amount of third-party reinsurance, with
premiums totaling E589 million in 2002, E847 million in 2001 and E830 million in
2000. Other than Munich Re Group, which represented E240 million, E511 million
and E606 million, or 40.7%, 60.3% and 73.0%, of Allianz AG's third-party assumed
reinsurance in 2002, 2001 and 2000, respectively, no single third party
accounted for any significant amount of reinsurance assumed in such years. See
"Major Shareholders and Related Party Transactions."
RESULTS OF OPERATIONS
The following table shows key financial data for our German
property-casualty operations. Gross premiums written by operating company are
presented before consolidation adjustments
46
representing the elimination of transactions between Group companies in
different countries and different segments. Net income by operating company is
presented before those consolidation adjustments, amortization of goodwill and
minority interests.
GERMANY -- PROPERTY-CASUALTY: KEY DATA
YEAR ENDED DECEMBER 31,
---------------------------------------------------------
2002 2001 2000
----------------- ----------------- -----------------
GROSS GROSS GROSS
PREMIUMS NET PREMIUMS NET PREMIUMS NET
WRITTEN INCOME WRITTEN INCOME WRITTEN INCOME
-------- ------ -------- ------ -------- ------
(E IN MILLIONS)
German Property-Casualty Group..... 9,782 1,883 10,075 1,660 9,576 1,377
Allianz AG......................... 5,600 9,513(1) 5,687 2,516 5,587 2,293
Consolidation items................ (3,068) (2,161) (3,118) (403) (3,215) (350)
------ ------ ------ ----- ------ -----
Total............................ 12,314 9,235 12,644 3,773 11,948 3,320
====== ====== ====== ===== ====== =====
---------------
(1) Includes significant investment related results. See "-- Property-Casualty
Insurance Operations -- Year Ended December 31, 2002 Compared to Year Ended
December 31, 2001 -- Net Income."
The following table shows the composition of the German Property-Casualty
Group's gross premiums written by product line for each of the years shown:
GERMAN PROPERTY-CASUALTY GROUP: GROSS PREMIUMS WRITTEN BY LINE OF BUSINESS(1)
YEAR ENDED DECEMBER 31,
---------------------------------------------
2002 2001 2000
------------- ------------- -------------
E % E % E %
(E IN MILLIONS)
Automobile liability........................ 2,376 24.7 2,330 23.9 2,229 23.8
Fire and property(2)........................ 1,528 15.9 1,514 15.5 1,454 15.5
Other automobile............................ 1,481 15.4 1,468 15.0 1,394 14.9
Personal accident........................... 1,440 14.9 1,401 14.4 1,385 14.8
Liability(3)................................ 1,209 12.6 1,293 13.3 1,243 13.3
Legal Expense............................... 384 3.9 382 3.9 379 4.0
Transport and aviation(4)................... 70 0.7 259 2.7 229 2.4
Other(5).................................... 1,148 11.9 1,102 11.3 1,051 11.3
----- ----- ----- ----- ----- -----
Total..................................... 9,636 100.0 9,749 100.0 9,364 100.0
===== ===== ===== ===== ===== =====
---------------
(1) Does not reflect business assumed through reinsurance operations in the
amount of E146 million in 2002, of E326 million in 2001 and of E212 million
in 2000.
(2) Includes fire, household goods, building and other property insurance.
(3) Excludes aviation liability insurance in 2002 due to the transfer of our
aviation insurance activities into our specialty line, Marine & Aviation
(see "-- Specialty Lines -- Marine & Aviation").
(4) Includes only commercial transport insurance in 2002 due to the transfer of
our industrial transport and aviation insurance activities into our
specialty line, Marine & Aviation (see "-- Specialty Lines -- Marine &
Aviation").
47
(5) Includes multi-line policies with individual customers in the former German
Democratic Republic that were acquired through the acquisition of Deutsche
Versicherungs-AG, as well as commercial multi-line property insurance.
YEAR ENDED DECEMBER 31, 2002 COMPARED TO YEAR ENDED DECEMBER 31, 2001
Gross Premiums Written. Property-casualty gross premiums written in 2002
were E12,314 million, a decrease of E330 million, or 2.6%, from 2001 levels of
E12,644 million, reflecting primarily the transfers effective January 1, 2002 of
our marine, aviation and industrial transport business into Allianz Marine &
Aviation, our separately reporting marine and aviation specialty line (see
"-- Specialty Lines -- Marine & Aviation") and of our international industrial
reinsurance activities from Allianz AG to Allianz Global Risks, our separately
reporting international industrial reinsurance specialty line (see "-- Specialty
Lines -- Allianz Global Risks Ruckversicherungs-AG"). This decrease was offset
in part by increases in gross premiums written in our automobile and other lines
due to rate increases.
Automobile liability and other automobile gross premiums written in Germany
increased by E59 million, or 1.6%, to E3,857 in 2002 from E3,798 million in
2001, due primarily to rate increases, offset in part by a more selective
underwriting policy. The number of vehicles insured decreased slightly to 8.97
million in 2002 from 9.17 million in 2001. Fire and property gross premiums
written in Germany increased by E14 million, or 0.9%, to E1,528 million in 2002
from E1,514 million in 2001, primarily as a result of increases in residential
fire insurance and other property insurance. Personal accident gross premiums
written increased by E39 million, or 2.8%, to E1,440 million in 2002 from E1,401
million in 2001, due primarily to continuing increases in new business.
Liability gross premiums written decreased by E84 million, or 6.5%, to E1,209
million in 2002 from E1,293 million in 2001, reflecting primarily the transfer
of our aviation liability business to our marine and aviation specialty line
(see "-- Specialty Lines -- Marine & Aviation"), continued strong competition in
commercial liability lines and portfolio cleansing measures in our large
industrial and corporate lines. Reinsurance assumed by the German
Property-Casualty Group decreased by E180 million, or 55.2%, to E146 million in
2002 from E326 million in 2001, reflecting primarily the transfer of our marine,
aviation and industrial transport business into our marine and aviation
specialty line. Premiums in our other lines of insurance showed slight increases
from 2001 levels.
Reinsurance assumed by Allianz AG decreased by E87 million, or 1.5%, to
E5,600 million in 2002 from E5,687 million in 2001, reflecting primarily the
transfer effective January 1, 2002 of our international industrial reinsurance
activities from Allianz AG into Allianz Global Risks, a decrease in reinsurance
assumed from Munich Re Group related to the restructuring of the respective
shareholdings of Allianz AG and Munich Re in certain jointly owned subsidiaries
and affiliates in 2002 and a market-wide shift from proportional to
non-proportional reinsurance coverage. See "Major Shareholders and Related Party
Transactions -- Related Party Transactions -- Transactions with Munich
Re -- Letter of Intent." The decrease was offset in part by strong rate
increases in almost all lines of business and increased gross premiums written
from expanded reinsurance relationships, predominantly with Allianz Group
companies outside of Germany.
Net Income. In Germany, property-casualty net income increased by E5,462
million, or 144.8%, to E9,235 million in 2002 from E3,773 million in 2001. The
increase was due primarily to increased investment results, including realized
gains of E1,886 million from open market sales of Munich Re shares and
approximately E1,100 million from open market sales of Vodafone AG shares, as
well as realized gains from the sale of other shareholdings in the Group's
German equity portfolio. We also recorded significant income from intercompany
transactions, including realized gains of E3,332 million from the transfer of
Munich Re shares from Allianz AG to Dresdner Bank, dividend income of E382
million from Dresdner Bank and E224 million from the sale of Vereinte
Lebensversicherung AG from Vereinte Versicherung AG to Allianz Leben. The gains
on these intercompany transactions were eliminated at the Group level. Total net
insurance
48
benefits in Germany decreased by E125 million, or 1.6%, to E7,980 million in
2002 from E8,105 million in 2001, due primarily to the transfers effective
January 1, 2002 of our international industrial reinsurance and marine, aviation
and industrial transport activities into our international industrial
reinsurance and marine and aviation specialty lines, respectively. The decrease
in net insurance benefits in Germany in 2002 also reflected decreased
reinsurance claims at Allianz AG in comparison to the high level of net
insurance benefits in 2001, which reflected claims from the terrorist attack of
September 11, 2001. The decrease was partially offset by a substantial increase
in natural catastrophe claims, including approximately E490 million in net
claims related to flooding in Germany and Central and Eastern Europe in July and
August 2002, as well as additional net claims related to Hurricane Isidore in
Mexico in September 2002 (E25 million) and the windstorm "Jeanett" in Western
Europe in October 2002 (E134 million). The loss ratio decreased to 74.2% in 2002
from 76.2% in 2001, reflecting primarily the decrease in claims in comparison to
2001 and the transfers of our industrial reinsurance and marine, aviation and
transport activities into our industrial reinsurance and marine and aviation
specialty lines, respectively. The expense ratio increased to 28.3% in 2002 from
26.8% in 2001, due primarily to increased personnel costs relating to employee
pensions and expenses incurred in connection with the build-out and integration
of distribution capacities of Allianz and Dresdner Bank.
YEAR ENDED DECEMBER 31, 2001 COMPARED TO YEAR ENDED DECEMBER 31, 2000
Gross Premiums Written. Property-casualty gross premiums written in 2001
were E12,644 million, an increase of E696 million, or 5.8%, from 2000 levels of
E11,948 million, due primarily to growth in our automobile liability, other
automobile, fire and property and liability lines, as well as in reinsurance.
Automobile liability and other automobile gross premiums written in Germany
increased by E175 million, or 4.8%, to E3,798 million in 2001 from E3,623
million in 2000, due primarily to a general rise in rates in the German market.
The number of vehicles insured decreased slightly to 9.17 million in 2001 from
9.24 million in 2000. Fire and property gross premiums written in Germany
increased by E60 million, or 4.1%, to E1,514 million in 2001 from E1,454 million
in 2000, primarily as a result of the purchase of a block of business from
another insurance company. Liability gross premiums written increased by E50
million, or 4.0%, to E1,293 million in 2001 from E1,243 million in 2000,
primarily as a result of increased demand for coverage of industrial and
commercial risks. Reinsurance assumed by the German Property-Casualty Group
increased by E114 million, or 53.8%, to E326 million in 2001 from E212 million
in 2000, due to increased aviation and transportation reinsurance business
written by Allianz and ceded in part through various pooling arrangements.
Premiums in our other lines of insurance showed slight increases from 2000
levels.
Reinsurance assumed by Allianz AG increased by E100 million, or 1.8%, to
E5,687 million in 2001 from E5,587 million in 2000, due primarily to increased
gross premiums written from expanded reinsurance relationships, predominantly
with Allianz Group companies outside of Germany, offset by the reduction of an
internal quota share cession from the German Property-Casualty Group to Allianz
AG, which had a calculated premium impact of E204 million.
Net Income. In Germany, property-casualty net income increased by E453
million, or 13.6%, to E3,773 million in 2001 from E3,320 million in 2000. Net
income in 2000 reflected special adjustments to income taxes before minority
interests of E1,017 million. Excluding the impact of these adjustments, German
property-casualty net income would have increased by E1,470 million, or 63.8%,
to E3,773 million in 2001 from E2,303 million in 2000. The increase was due
primarily to increased investment results, including the E1,437 million of
trading income discussed above, offset in part by higher claims resulting from
the September 11, 2001 terrorist attack, amounting to E273 million in net
reinsurance claims at Allianz AG and E67 million in net claims in the German
Property-Casualty Group. Total net insurance benefits in Germany increased by
E249 million, or 3.2%, to E8,105 million in 2001 from E7,856 million in 2000.
The loss ratio
49
increased to 76.2% in 2001 from 73.5% in 2000 as a result of the increased
claims. The increase in the loss ratio resulting from the September 11, 2001
terrorist attack was offset in part by improvements in claim frequency, and a
decrease in natural disasters affecting our German property-casualty results.
The expense ratio increased to 26.8% in 2001 from 24.2% in 2000, due primarily
to expenses incurred in connection with the build-out of our information
technology systems and marketing and sales force development. Also contributing
to the increased expense ratio were expenses incurred at Allianz AG relating to
the integration of Dresdner Bank.
REST OF EUROPE
DESCRIPTION OF BUSINESS
The Rest of Europe is, in the aggregate, our largest market for
property-casualty insurance. As a percentage of our total property-casualty
gross premiums written worldwide, the Rest of Europe accounted for 44.4% in
2002, 44.8% in 2001 and 43.6% 2000.
We conduct our property-casualty insurance operations in the Rest of Europe
through five main groups of operating companies in France, Italy, the United
Kingdom, Switzerland and Spain. In the remainder of the Rest of Europe, we
operate through approximately 35 Allianz subsidiaries in more than 17 other
European countries. The property-casualty insurance products we offer in the
Rest of Europe are in each case generally similar to those we offer in Germany.
France. We conduct our property-casualty insurance operations in France
through the AGF Group. The AGF Group is the third-largest property-casualty
insurance provider in France, with an estimated market share of 11.4%, as
measured by gross premiums written in 2002. The primary property-casualty
insurance products which we offer in France are automobile, personal property,
commercial, fire and injury insurance. As of December 31, 2002, we held 58.9% of
the share capital of AGF (or 64.2% after deduction of own shares held by AGF),
with the remainder being publicly traded in France. We distribute our
property-casualty products and services in France primarily through a network of
general agents and brokers. We also utilize specialized employee sales staff and
bancassurance and other direct sales channels.
Italy. We conduct our property-casualty insurance operations in Italy
primarily through the RAS Group and Lloyd Adriatico, which we refer to together
with our other Italian subsidiaries as our "Italian Subsidiaries." Taken
together, the Italian Subsidiaries are the third-largest property-casualty
insurer in the Italian market, with an estimated combined market share of 15.2%,
as measured by gross premiums written in 2002. Lloyd Adriatico operates in all
property-casualty lines, having developed a particular expertise in automobile
insurance, while RAS Group underwrites primarily automobile insurance together
with various other types of property-casualty insurance for both personal and
commercial business throughout Italy. As of December 31, 2002, we held 51.7% of
the voting rights of RAS Group, with the remainder being publicly traded in
Italy, and 99.7% of the share capital of Lloyd Adriatico. As a result of a share
buyback and other excess capital reduction measures at RAS Group that were
completed in February 2003, our holding in the voting rights of RAS Group was
increased to 55.5% as of February 17, 2003. The Italian Subsidiaries distribute
our property-casualty products and services primarily through an extensive
network of general agents, brokers and through Internet and telephone-based
direct sales channels.
United Kingdom. We were the sixth-largest provider of property-casualty
insurance in the United Kingdom, with an estimated market share of 4.7%, as
measured by gross premiums written in 2002. We operate our property-casualty
insurance business in the United Kingdom primarily through our wholly owned
subsidiary Allianz Cornhill Insurance plc (or Allianz Cornhill), formerly known
as Cornhill Insurance Public Limited Company. The primary property-casualty
insurance products that Allianz Cornhill offers in the United Kingdom are
generally similar to
50
those offered by the German Property-Casualty Group in Germany. In addition, we
sell a number of specialty products in the United Kingdom, including extended
warranty and pet insurance. We distribute our property-casualty products and
services in the United Kingdom through a range of distribution channels,
including brokers and various product specific distribution channels, including
affinity groups and other targeted direct marketing.
Switzerland. We were the third-largest provider of property-casualty
insurance in Switzerland, with an estimated market share of 8.3%, as measured by
gross premiums written in 2002, not including travel insurance. We conduct our
property-casualty insurance operations in Switzerland primarily through the
Allianz Suisse Versicherungsgesellschaft, comprising the former ELVIA
Versicherungs-AG group of companies, the Berner Versicherungs-Group and Allianz
Versicherung (Schweiz) AG, which were merged into Allianz Suisse
Versicherungsgesellschaft. Together with AGF Phenix, we refer to these companies
as our "Swiss Subsidiaries." The Swiss Subsidiaries handle our lines of
property-casualty insurance in Switzerland other than travel insurance. In
addition, our wholly owned subsidiary Allianz Risk Transfer (or ART) sells
conventional reinsurance as well as a variety of alternative risk transfer
products for corporate customers worldwide. Our travel insurance subsidiary
Mondial Assistance Group operates and is managed on a global basis and is
discussed separately (see "-- Specialty Lines"). The Swiss Subsidiaries and ART
distribute our products and services through a wide range of tied and general
agents, and also through brokers, bancassurance and other direct channels.
Spain. We were the second-largest provider of property-casualty insurance
in Spain, with an estimated market share of 6.8%, as measured by gross premiums
written in 2002. We serve the Spanish property-casualty insurance market through
Allianz Compania de Seguros (Allianz Spain) and the two former AGF companies
Union y Fenix and Athena Seguros. Allianz Spain has headquarters in Madrid and
Barcelona, with regional offices throughout the country. Allianz Spain offers a
wide variety of traditional personal and commercial property-casualty insurance
products, with an emphasis on automobile insurance. Allianz Spain distributes
its products through agents, brokers and direct distribution channels.
Netherlands. Our most important subsidiaries in the Netherlands are Royal
Nederland Verzekeringsgroep and Zwolsche Algemeene Holding. Our most important
products are automobile and fire insurance. Our Netherlands subsidiaries
distribute their products through independent agents and brokers.
Austria. Allianz Elementar offers a broad range of property-casualty and
health insurance products to individual and group customers in Austria. We
distribute our property-casualty products in Austria primarily through employee
agents, tied agents and brokers.
Ireland. Our subsidiary Allianz Irish Life Holdings offers a wide variety
of traditional property-casualty insurance products, including mainly automobile
and commercial/industrial lines. Allianz Irish Life Holdings distributes its
products primarily through brokers and to a lesser extent through agents and
banks.
Belgium. We conduct our property-casualty insurance business in Belgium
primarily through AGF Belgium Insurance and Cobac. Our primary emphasis is on
industrial insurance, in which we are among the market leaders. We also have a
significant position in the market in automobile insurance. We distribute our
property-casualty products in Belgium mainly through brokers.
Other. In addition, we have property-casualty insurance operations in
Hungary, Portugal, Luxembourg, Greece, the Czech Republic, Poland, Croatia and
Bulgaria. We are also represented in the Slovak Republic, Romania and Russia,
and are among the top five insurers in many of these markets. The primary
products sold in these countries are mandatory third-party liability coverages
and related additional coverage. We expect further increases in
property-casualty gross premiums written as we work to build up our sales
organization and exploit other synergies in our insurance operations in the rest
of Europe.
51
RESULTS OF OPERATIONS
The following table shows key financial data for our Rest of Europe
property-casualty operations. Consistent with our general practice, gross
premiums written by geographic region are presented before consolidation
adjustments representing the elimination of transactions between Group companies
in different countries and different segments, and net income by geographic
region is presented before those consolidation adjustments, amortization of
goodwill and minority interests.
REST OF EUROPE -- PROPERTY-CASUALTY: KEY DATA
YEAR ENDED DECEMBER 31,
---------------------------------------------------------
2002 2001 2000
----------------- ----------------- -----------------
GROSS GROSS GROSS
PREMIUMS NET PREMIUMS NET PREMIUMS NET
WRITTEN INCOME WRITTEN INCOME WRITTEN INCOME
-------- ------ -------- ------ -------- ------
(E IN MILLIONS)
France(1).......................... 4,941 383 5,392 31 4,745 451
Italy.............................. 4,939 907 4,585 487 4,264 258
United Kingdom..................... 2,711 256 2,507 94 2,108 49
Switzerland........................ 1,747 64 1,750 155 1,650 249
Spain.............................. 1,490 62 1,278 32 1,073 69
Netherlands........................ 1,023 285 873 284 557 438
Austria............................ 852 (33) 844 16 831 (50)
Ireland............................ 860 170 738 (4) 563 19
Belgium............................ 362 (57) 391 8 393 (37)
Other.............................. 1,739 68 1,410 98 1,284 118
Consolidation adjustments.......... (170) (173) (162) (353) (166) (279)
------ ----- ------ ---- ------ -----
Total............................ 20,494 1,932 19,606 848 17,302 1,285
====== ===== ====== ==== ====== =====
---------------
(1) Reflects the transfer, effective January 1, 2002 of our French marine,
aviation and industrial transport business to our marine and aviation
specialty line. See "-- Specialty Lines -- Marine & Aviation."
YEAR ENDED DECEMBER 31, 2002 COMPARED TO YEAR ENDED DECEMBER 31, 2001
Gross Premiums Written. In Rest of Europe, property-casualty gross
premiums written increased by E888 million, or 4.5%, to E20,494 million in 2002
from E19,606 million in 2001. This increase reflected growth in gross premiums
written in most of our primary property-casualty markets in Rest of Europe,
especially Italy, Spain and the United Kingdom, due primarily to rate increases
in a number of lines.
Net Income. Property-casualty net income in Rest of Europe increased by
E1,084 million, or 127.8%, to E1,932 million in 2002 from E848 million in 2001,
primarily as a result of realized gains of E713 million on the sale of a real
estate subsidiary and E156 million on the intercompany transfer of our
property-casualty subsidiary Allianz Irish Life Holdings from Allianz Holdings
Ireland to Allianz AG, as well as improved underwriting results in our major
Rest of Europe markets. Partially offsetting the increase was a broad decline in
investment results due to weakness in the capital markets. Net insurance
benefits in Rest of Europe rose by E387 million, or 3.0%, to E13,185 million in
2002 from E12,798 million in 2001, which was less than the 6.2% increase in net
premiums earned, which increased to E17,108 million in 2002 from E16,106 million
in 2001. The loss ratio in Rest of Europe decreased to 76.8% in 2002 from 80.3%
in 2001,
52
reflecting the comparatively smaller increase in net insurance benefits than net
premiums earned. The expense ratio decreased to 24.6% in 2002 from 26.2% in
2001.
The following table sets forth net loss, expense and combined ratio
information for our property-casualty operations in the Rest of Europe by
geographic area for the years 2002 and 2001:
YEAR ENDED DECEMBER 31, 2002
--------------------------------------------------------------
UNITED
FRANCE ITALY KINGDOM SWITZERLAND SPAIN OTHER TOTAL
------ ----- ------- ----------- ----- ----- -----
Loss ratio....................... 84.5% 74.8% 68.1% 70.3% 77.0% 77.9% 76.8%
Expense ratio.................... 26.4% 22.7% 30.0% 23.8% 20.6% 24.0% 24.6%
----- ---- ---- ---- ---- ----- -----
Combined ratio................... 110.9% 97.5% 98.0% 94.1% 97.6% 101.9% 101.4%
YEAR ENDED DECEMBER 31, 2001
--------------------------------------------------------------
UNITED
FRANCE ITALY KINGDOM SWITZERLAND SPAIN OTHER TOTAL
------ ----- ------- ----------- ----- ----- -----
Loss ratio....................... 83.0% 76.7% 73.2% 79.1% 78.7% 86.1% 80.3%
Expense ratio.................... 29.3% 22.5% 31.0% 26.9% 21.2% 25.7% 26.2%
----- ---- ----- ----- ---- ----- -----
Combined ratio................... 112.3% 99.2% 104.2% 106.0% 99.9% 111.8% 106.5%
France. In France, property-casualty gross premiums written decreased by
E451 million, or 8.4%, to E4,941 million in 2002 from E5,392 million in 2001,
reflecting primarily the transfer of our French marine, aviation and transport
business effective January 1, 2002 into Allianz Marine & Aviation, our
separately reported specialty line. See "-- Specialty Lines -- Marine &
Aviation." This decrease was offset in part by rate increases in all lines of
business, particularly in our large industrial business and commercial property
and liability lines. In the individual lines, gross premiums written also
increased due to rate increases and growth in new business in our automobile
insurance line. Our distribution arrangement with Credit Lyonnais Bank continued
to contribute to the increase in individual lines.
Net income increased significantly by E352 million to E383 million in 2002
from E31 million in 2001. The increase resulted primarily from improved
underwriting results attributable to a decrease in acquisition costs and
administrative expenses, realized gains on investments, as well as a tax
benefit. Our loss ratio in France worsened to 84.5% in 2002 from 83.0% in 2001,
largely due to strengthening of reserves for prior-year claims. Our expense
ratio improved to 26.4% in 2002 from 29.3% in 2001 primarily as a result of
streamlining of our information technology operations.
Italy. In Italy, property-casualty gross premiums written were E4,939
million in 2002, an increase of E354 million, or 7.7%, from E4,585 million in
2001, due primarily to an increase in automobile premiums. Automobile premiums
increased by E256 million, or 8.7%, in 2002, reflecting rate increases in the
Italian market and an increase in the number of vehicles insured, despite a
selective underwriting policy. We saw moderate increases in our other main lines
of business, including fire, health and personal accident.
Net income increased by E420 million, or 86.2%, to E907 million in 2002
from E487 million in 2001, due primarily to increased investment results
reflecting a realized gain of E713 million on the sale of a real estate
subsidiary, as well as improved underwriting results reflecting lower net
claims. The loss ratio decreased to 74.8% in 2002 from 76.7% in 2001, reflecting
the overall reduction in claim frequency, particularly in the automobile line,
due to a more selective underwriting policy in recent years.
United Kingdom. In the United Kingdom, property-casualty gross premiums
written increased by E204 million, or 8.1%, to E2,711 million in 2002 from
E2,507 million in 2001 as a result of increases in almost all of our business
lines, but particularly in commercial and industrial
53
business, due primarily to increased rates in the commercial, industrial and
automobile insurance lines, reflecting the claims experience of UK insurers
generally. The increase was offset in part by the negative effects of exchange
rate movements (E34 million).
Net income increased by E162 million, or 172.3% to E256 million in 2002
from E94 million in 2001, due primarily to improved underwriting results
reflecting increased rates and the absence of major claim events in comparison
to 2001, which reflected claims from the terrorist attack of September 11, 2001,
as well as increased realized gains on investments due to dispositions. Net
insurance benefits decreased by E24 million, or 1.8%, to E1,276 million in 2002
from E1,300 million in 2001. The loss ratio improved to 68.1% in 2002 from 73.2%
in 2001, reflecting the comparatively greater increase in premiums as well as
the absence of major claim events.
Switzerland. In Switzerland, property-casualty gross premiums written were
largely unchanged at E1,747 million in 2002, compared with E1,750 million in
2001, due primarily to decreased premiums in our technical, health and personal
accident lines reflecting portfolio cleansing measures, offset in part by
increased premiums at ART and in our automobile, property and liability lines as
a result of increased rates. Gross premiums written in 2002 reflected a decrease
of E46 million attributable to the one-time effect of a change in our method of
recording assumed reinsurance premiums. We began recording such premiums on a
current-year basis in 2001, with the result that two years' premiums were
recorded in 2001, compared to the single-year premiums recorded in 2002. An
additional approximately E40 million was attributable to the positive effect of
exchange rate movements.
Net income decreased by E91 million, or 58.7%, to E64 million in 2002 from
E155 million in 2001, reflecting primarily investment writedowns and realized
losses on investments, particularly equity securities, due to the weakness of
the capital markets, offset in part by improved underwriting results. The loss
ratio improved to 70.3% in 2002 from 79.1% in 2001 due to more favorable loss
experience and portfolio cleansing in our health and accident insurance lines.
Spain. In Spain, property-casualty gross premiums written increased by
E212 million, or 16.6%, to E1,490 million in 2002 from E1,278 million in 2001,
as a result of increased sales in all lines of business, particularly automobile
lines, where premium income increased by E127 million, or 14.4%. The increased
sales resulted from new business in our automobile lines and the ongoing
reorganization of our distribution channels to increase productivity and
efficiency by expanding our sales agent network and better incentivizing agents.
Net income increased by E30 million, or 93.8%, to E62 million in 2002 from
E32 million in 2001. The increase reflected primarily improved underwriting
results and a write-up of a real estate property in Spain, offset in part by
decreased investment results. The loss ratio improved to 77.0% in 2002 from
78.7% in 2001, due primarily to increased premium income as a result of rate
increases, together with a decrease in claims frequency in the automobile line
due to a more selective underwriting policy. The expense ratio also improved to
20.6% in 2002 from 21.2% in 2001, due to proportionately lower underwriting
expenses as a result of cost reduction measures.
Other. Property-casualty gross premiums written in Rest of Europe
countries other than France, Italy, Switzerland, the United Kingdom and Spain
(which we refer to as Other Rest of Europe) increased by E580 million, or 13.6%,
to E4,836 million in 2002 from E4,256 million in 2001, primarily as a result of
growth in the Netherlands, Ireland, Hungary and the Slovak Republic. Net income
in Other Rest of Europe increased by E31 million, or 7.7%, to E433 million in
2002 from E402 million in 2001, primarily as a result of increased net income in
Ireland, due primarily to a realized gain of E156 million on the intercompany
transfer of our property-casualty subsidiary Allianz Irish Life Holdings from
Allianz Holdings Ireland to Allianz AG, offset in part by decreased net income
in Austria and Belgium, due primarily to decreased investment results in Austria
and deteriorating underwriting results and decreased investment results in
Belgium.
54
YEAR ENDED DECEMBER 31, 2001 COMPARED TO YEAR ENDED DECEMBER 31, 2000
Gross Premiums Written. In Rest of Europe, property-casualty gross
premiums written increased by E2,304 million, or 13.3%, to E19,606 million in
2001 from E17,302 million in 2000. This increase reflected growth in gross
premiums written in all of our primary property-casualty markets in Rest of
Europe, especially France, the United Kingdom and Italy, due primarily to rate
increases in a number of lines.
Net Income. Property-casualty net income in Rest of Europe decreased by
E437 million, or 34.0%, to E848 million in 2001 from E1,285 million in 2000,
primarily as a result of sharply decreased net income in France, due primarily
to reduced investment results and increased reinsurance costs, offset in part by
increased investment results in Italy. Also contributing to the decrease in Rest
of Europe was a broad decline in investment results in other countries due to
weakness in the capital markets. Net insurance benefits in Rest of Europe rose
by E822 million, or 6.9%, to E12,798 million in 2001 from E11,976 million in
2000, which was slightly less than the 8.8% increase in net premiums earned,
which increased to E16,106 million in 2001 from E14,797 million in 2000. The
loss ratio in Rest of Europe decreased slightly to 80.3% in 2001 from 80.8% in
2000, reflecting decreases in France, Italy, United Kingdom and Spain, offset in
part by increases in Switzerland and Other Rest of Europe. The expense ratio
declined slightly to 26.2% in 2001 from 27.1% in 2000.
The following table sets forth net loss, expense and combined ratio
information for our property-casualty operations in the Rest of Europe by
geographic area for the years 2001 and 2000:
YEAR ENDED DECEMBER 31, 2001
--------------------------------------------------------------
UNITED
FRANCE ITALY KINGDOM SWITZERLAND SPAIN OTHER TOTAL
------ ----- ------- ----------- ----- ----- -----
Loss ratio...................... 83.0% 76.7% 73.2% 79.1% 78.7% 86.1% 80.3%
Expense ratio................... 29.3% 22.5% 31.0% 26.9% 21.2% 25.7% 26.2%
----- ---- ----- ----- ----- ----- -----
Combined ratio.................. 112.3% 99.2% 104.2% 106.0% 99.9% 111.8% 106.5%
YEAR ENDED DECEMBER 31, 2000
--------------------------------------------------------------
UNITED
FRANCE ITALY KINGDOM SWITZERLAND SPAIN OTHER TOTAL
------ ----- ------- ----------- ----- ----- -----
Loss ratio...................... 85.8% 77.8% 82.7% 71.3% 81.1% 82.0% 80.8%
Expense ratio................... 28.3% 21.6% 33.4% 30.9% 23.8% 28.4% 27.1%
----- ---- ----- ----- ----- ----- -----
Combined ratio.................. 114.1% 99.4% 116.1% 102.2% 104.9% 110.4% 107.9%
France. In France, property-casualty gross premiums written increased by
E647 million, or 13.6%, to E5,392 million in 2001 from E4,745 million in 2000,
reflecting rate increases in all lines of business. In the commercial and
industrial lines, the increase in gross premiums written was also due to new
large industrial business and the increase of AGF MAT's share in aviation pools.
In the individual lines, our distribution arrangement with Credit Lyonnais Bank
also contributed to the increase.
Net income decreased by E420 million, or 93.1%, to E31 million in 2001 from
E451 million in 2000. The decrease resulted primarily from sharply reduced
investment results as a result of the weak capital markets. We also experienced
an increase in net insurance benefits, due to a greater volume of losses,
especially in the second half of the year in our large industrial accounts, as
well as a rise in the cost of reinsurance resulting from a change in market
conditions for general industrial risks, particularly for non-proportional
windstorm covered risks. Our loss ratio in France nonetheless improved to 83.0%
in 2001 from 85.8% in 2000, largely reflecting increased premiums, the
significant claims recorded in 2000 in relation to the late December 1999 storms
"Lothar" and "Martin," a reduction in the frequency of automobile
55
claims, and a decrease in the average claim payments in our private insurance
business. Net insurance benefits included E17 million related to the September
11, 2001 terrorist attack.
Italy. In Italy, property-casualty gross premiums written were E4,585
million in 2001, an increase of E321 million, or 7.5%, from E4,264 million in
2000, primarily due to increased automobile premiums. Automobile premiums
increased by E238 million, or 8.8%, in 2001, reflecting the overall rate
increases in the Italian market following a twelve-month statutory rate freeze
on third-party liability policies which expired in March 2001. We also had an
increase in the number of vehicles insured and an increase in rates on
automobile policies other than third party liability. We saw moderate increases
in our other main lines of business, including fire and personal property,
general liability, health and personal accident.
Net income increased by E229 million, or 88.8%, to E487 million in 2001
from E258 million in 2000, due primarily to improved underwriting results and
increased investment results, offset in part by expenses incurred to improve the
organizational structure and information technology systems of the RAS group.
The loss ratio decreased slightly to 76.7% in 2001 from 77.8% in 2000,
reflecting a more selective underwriting policy.
United Kingdom. In the United Kingdom, property-casualty gross premiums
written increased by E399 million, or 18.9%, to E2,507 million in 2001 from
E2,108 million in 2000, primarily as a result of increased rates in the
automobile and property lines, reflecting the claims experience of UK insurers
generally, as well as volume increases in commercial lines and pet insurance.
Net income increased by E45 million, or 91.8% to E94 million in 2001 from
E49 million in 2000, reflecting primarily improved underwriting results due to
increased rates in the automobile and property lines. Net insurance benefits
decreased by E26 million, or 2.0%, to E1,300 million in 2001 from E1,326 million
in 2000, reflecting a more selective underwriting policy. The loss ratio
improved to 73.2% in 2001 from 82.7% in 2000, reflecting the increase in gross
premiums written and the decrease in net insurance benefits.
Switzerland. In Switzerland, property-casualty gross premiums written
increased by E100 million, or 6.1%, to E1,750 million in 2001 from E1,650
million in 2000. Of this increase, E46 million was due to the one time effect of
a change in our method of recording assumed reinsurance premiums. In previous
years, such premiums were recorded on a one-year lag basis. In 2001, due to a
change in our accounting policies, we began recording such premiums on a
current-year basis, with the result that two years' premiums were recorded in
2001. The effect of this change, all of which was recorded in 2001 due to its
overall minor impact on our results, was an increase in gross earned premiums of
E46 million, or 0.1%, of the Group's consolidated property-casualty earned
premiums, and an increase in income before taxes and minority interests of E3.4
million or 0.2%, compared to 2001. An additional E56 million was attributable to
the positive effects of exchange rate movements.
Net income decreased by E94 million, or 37.8%, to E155 million in 2001 from
E249 million in 2000, reflecting a decrease in investment results. The loss
ratio deteriorated to 79.1% in 2001 from 71.3% in 2000, despite a low level of
natural catastrophes, due to a change in accounting methods whereby
approximately E40 million previously allocated to underwriting costs are now
included under net insurance benefits. This change in turn improved the expense
ratio to 26.9% in 2001 from 30.9% in 2000. We also experienced increased
reinsurance claims at ART, including E17 million related to the September 11,
2001 terrorist attack.
Spain. In Spain, property-casualty gross premiums written increased by
E205 million, or 19.1%, to E1,278 million in 2001 from E1,073 million in 2000,
reflecting increased sales in all lines of business, particularly automobile
lines, where premium increased 21.8%. The increased sales resulted from the
reorganization of the distribution system to better incentivize agents and to
increase productivity.
56
Net income decreased by E37 million, or 53.6%, to E32 million in 2001 from
E69 million in 2000, despite improved underwriting results in the automobile
line. The decrease reflected primarily the effect of a tax adjustment in 2000,
which increased net income in 2000 by E37 million, as well as decreased
investment results in 2001. The loss ratio improved to 78.7% in 2001 from 81.1%
in 2000, due to more selective underwriting policies introduced in recent years,
which led to a reduction in claims frequency, particularly in the automobile
line. The expense ratio also improved to 21.2% in 2001 from 23.8% in 2000, due
to cost savings resulting from the successful integration of our Spanish
subsidiaries into Allianz Spain.
Other. Property-casualty gross premiums written in Rest of Europe
countries other than France, Italy, Switzerland, the United Kingdom and Spain
(which we refer to as Other Rest of Europe) increased by E628 million, or 17.3%,
to E4,256 million in 2001 from E3,628 million in 2000, primarily as a result of
growth in the Netherlands and Ireland. Net income in Other Rest of Europe
decreased by E86 million, or 17.6%, to E402 million in 2001 from E488 million in
2000, primarily as a result of deteriorating underwriting results and increased
interest expense in the Netherlands.
NAFTA
DESCRIPTION OF BUSINESS
Our property-casualty insurance markets in the NAFTA zone are the United
States, Canada and Mexico. As a percentage of our total property-casualty gross
premiums written worldwide, the NAFTA zone accounted for 13.0%, 15.6% and 15.9%
in 2002, 2001 and 2000, respectively.
United States. Our property-casualty operations in the United States are
organized under the umbrellas of Allianz Insurance Co. and Allianz of America,
Inc. (or Allianz of America). We have been present in the United States since
1977, when we established Allianz Insurance Co., a leading provider of
commercial insurance to major corporate customers, as one of our first U.S.
subsidiaries. In 1991, we acquired Fireman's Fund Insurance Company, a leading
personal and commercial lines property-casualty insurance company founded in
1864. Allianz of America comprises a group of companies writing a wide variety
of property-casualty lines of business. Our operations in the United States
accounted for 88.7% of our gross written property-casualty insurance premiums in
the NAFTA zone in 2002.
Other. We also conduct property-casualty operations in Canada and Mexico.
Our property-casualty products are generally similar to those we offer and sell
in the United States.
RESULTS OF OPERATIONS
The following table shows key financial data for our NAFTA zone
property-casualty operations. Consistent with our general practice, gross
premiums written by geographic region are presented before consolidation
adjustments representing the elimination of transactions between Group companies
in different countries and different segments, and net income by geographic
region is presented before those consolidation adjustments, amortization of
goodwill and minority interests.
57
NAFTA -- PROPERTY-CASUALTY: KEY DATA
YEAR ENDED DECEMBER 31,
---------------------------------------------------------
2002 2001 2000
----------------- ----------------- -----------------
GROSS GROSS GROSS
PREMIUMS NET PREMIUMS NET PREMIUMS NET
WRITTEN INCOME WRITTEN INCOME WRITTEN INCOME
-------- ------ -------- ------ -------- ------
(E IN MILLIONS)
United States...................... 5,330 (927) 6,171 (986) 5,667 (100)
Canada............................. 549 (6) 539 (40) 516 (1)
Mexico............................. 132 -- 135 (4) 137 15
Consolidated adjustments........... (19) -- (23) -- (20) --
----- ---- ----- ------ ----- ----
Total............................ 5,992 (933) 6,822 (1,030) 6,300 (86)
===== ==== ===== ====== ===== ====
YEAR ENDED DECEMBER 31, 2002 COMPARED TO YEAR ENDED DECEMBER 31, 2001
Gross Premiums Written. Gross premiums written in the NAFTA zone decreased
E830 million, or 12.2%, to E5,992 million in 2002 from E6,822 million in 2001,
due primarily to decreases in the United States. Gross premiums written in the
United States decreased E841 million, or 13.6% to E5,330 million in 2002 from
E6,171 million in 2001. Excluding the effect of exchange rate movements (E279
million), gross premiums written decreased by 9.1%, due primarily to a more
selective underwriting policy and portfolio cleansing measures reflecting a
renewed focus at Fireman's Fund on core business lines, offset in part by rate
increases in all lines of business. The decrease in gross premiums written
reflected decreased premium income in our workers' compensation insurance
business at Fireman's Fund, which continued to reduce its exposure to this line
of business in 2002, as well as decreases in our automobile line reflecting our
determination to exit unprofitable markets. On a constant currency basis, our
workers' compensation gross written premiums decreased by 58.5%.
Net Income. In the NAFTA zone, net income increased by E97 million to a
loss of E933 million in 2002 from a loss of E1,030 million in 2001, due
primarily to reduced losses in the United States and Canada. Net income from
property-casualty operations in the United States increased by E59 million, to a
loss of E927 million in 2002 from a loss of E986 million in 2001, due primarily
to reduced net insurance benefits compared to 2001, which reflected claims from
the terrorist attack of September 11, 2001, offset in part by investment
writedowns due to weakness in the capital markets. Net income was negatively
affected by net insurance benefits of E762 million relating to asbestos and
environmental reserve-strengthening measures at Fireman's Fund, and two major
claims in the surety business (E108 million), which we discontinued in December
2001. The loss ratio in the NAFTA zone decreased to 94.6% in 2002 from 99.9% in
2001, largely due to our focus on core business lines and a more selective
underwriting policy, as well as the absence of major claims in comparison to
2001, which reflected claims from the terrorist attack of September 11, 2001.
For additional information on increased reserves at Fireman's Fund, see
"-- Property-Casualty Insurance Reserves -- Individual Country Reserves -- Gross
Reserves -- United States."
YEAR ENDED DECEMBER 31, 2001 COMPARED TO YEAR ENDED DECEMBER 31, 2000
Gross Premiums Written. Gross premiums written in the NAFTA zone increased
E522 million, or 8.3%, to E6,822 million in 2001 from E6,300 million in 2000,
due primarily to increases in the United States. Gross premiums written in the
United States increased E504 million, or 8.9% to E6,171 million in 2001 from
E5,667 million in 2000. Excluding the effect of exchange rate
58
movements (E201 million), gross premiums written increased by 5.3%, primarily
reflecting growth at Fireman's Fund. On a constant currency basis, gross
premiums written for commercial and automobile lines in the United States
increased by 6.6% and 13.3%, respectively, as a result of rate increases due to
the hardening market. Premium increases also reflect growth from new business in
the liability, marine and crop lines of business. These increases were offset by
a decrease in workers' compensation at Fireman's Fund, which continued to reduce
its exposure to this line of business in 2001. On a constant currency basis, our
workers' compensation gross written premiums decreased by 19.6%.
Net Income. In the NAFTA zone, net income decreased sharply by E944
million to a loss of E1,030 million in 2001 from a loss of E86 million in 2000,
due primarily to decreases in the United States. Net income from
property-casualty operations in the United States decreased by E886 million, to
a loss of E986 million in 2001 from a loss of E100 million in 2000, due
primarily to the September 11, 2001 terrorist attack in the United States and
weakness in the U.S. capital markets. The loss ratio in the NAFTA zone increased
to 99.9% in 2001 from 87.9% in 2000, largely due to net claims of E642 million
at Allianz Insurance Co. and E55 million at Fireman's Fund related to the
September 11, 2001 terrorist attack.
REST OF WORLD
DESCRIPTION OF BUSINESS
The primary property-casualty insurance markets in which we operate in the
Rest of World are Asia-Pacific and South America. As a percentage of our total
property-casualty gross premiums written worldwide, Rest of World accounted for
5.2%, 5.5% and 4.8% in 2002, 2001 and 2000, respectively.
Asia-Pacific
Australia. Through Allianz Australia Group, we serve the markets of
Australia, New Zealand and Papua New Guinea. Allianz Australia Group's insurance
operations comprise exclusively property-casualty insurance products and
services. We are the second-largest workers' compensation insurer in Australia,
based on gross premiums written in 2002, and a leading provider of
rehabilitation and occupational health, safety and environment services. We also
operate in certain niche areas including premium financing and pleasure craft
insurance. We market our products through brokers, which are the major
distribution channels for commercial business in Australia, as well as non-tied
agents (including automobile dealers, accountants and banks) and directly to the
customer. Allianz Australia Group had gross premiums written of E1,163 million
in 2002.
Other. We also market property-casualty insurance products and services
through our subsidiaries in Taiwan, Malaysia, Japan, Hong Kong, Indonesia, Laos,
Singapore, Vietnam, South Korea and China, and through signed joint venture
agreements with Bajaj Auto, a large manufacturing company in India and the CP
Group, a large conglomerate in Thailand.
South America
Brazil. We conduct our property-casualty operations in Brazil through our
subsidiary AGF Seguros. With gross premiums written of E336 million in 2002, AGF
Seguros is our largest property-casualty operation in South America and the
sixth-largest property-casualty insurance provider in Brazil. The company writes
primarily automobile insurance, together with fire, transportation and other
lines. Distribution is primarily through brokers.
Other. In addition to the markets described above, we sell
property-casualty products in Colombia, Argentina, Chile and Venezuela.
59
RESULTS OF OPERATIONS
The following table shows key financial data for our Rest of World
property-casualty operations. Consistent with our general practice, gross
premiums written by geographic region are presented before consolidation
adjustments representing the elimination of transactions between Group companies
in different countries and different segments, and net income by geographic
region is presented before those consolidation adjustments, amortization of
goodwill and minority interests.
REST OF WORLD -- PROPERTY-CASUALTY: KEY DATA
YEAR ENDED DECEMBER 31,
---------------------------------------------------------
2002 2001 2000
----------------- ----------------- -----------------
GROSS GROSS GROSS
PREMIUMS NET PREMIUMS NET PREMIUMS NET
WRITTEN INCOME WRITTEN INCOME WRITTEN INCOME
-------- ------ -------- ------ -------- ------
(E IN MILLIONS)
Asia-Pacific............................ 1,596 (18) 1,344 11 784 31
South America........................... 768 47 962 29 891 (34)
Other................................... 64 9 95 (1) 211 8
----- --- ----- -- ----- ---
Total................................. 2,428 38 2,401 39 1,886 5
===== === ===== == ===== ===
YEAR ENDED DECEMBER 31, 2002 COMPARED TO YEAR ENDED DECEMBER 31, 2001
Gross Premiums Written. Gross premiums written in Rest of World increased
by E27 million, or 1.1%, to E2,428 million in 2002 from E2,401 million in 2001.
The increase was primarily attributable to increased gross premiums written in
Asia-Pacific, reflecting rate increases in all lines of business and the
full-year consolidation of our property-casualty subsidiary in Malaysia, which
was consolidated for the first time in October 2001, offset in part by decreased
premium income in South America due to the negative effect of exchange rate
movements and the scaling down of our property-casualty operations in Argentina.
Net Income. In Rest of World, net income decreased by E1 million to E38
million in 2002 from E39 million in 2001, due primarily to decreased investment
results in our Australian operations in Asia-Pacific, reflecting weakness in the
capital markets. This decrease was offset in part by increased income in South
America attributable to cost reduction measures and an improved investment
strategy, particularly in Colombia and Venezuela. The loss ratio increased to
74.5% in 2002, compared with 72.8% in 2001, reflecting deteriorating
underwriting results in South America, offset in part by improved underwriting
results in our Australian operations in Asia-Pacific.
YEAR ENDED DECEMBER 31, 2001 COMPARED TO YEAR ENDED DECEMBER 31, 2000
Gross Premiums Written. Gross premiums written in Rest of World increased
by E515 million, or 27.3%, to E2,401 million in 2001 from E1,886 million in
2000. The increase was primarily attributable to our Australian operations,
which acquired a significant block of business in 2001.
Net Income. In Rest of World, net income increased by E34 million, to E39
million in 2001 from E5 million in 2000, due primarily to increased income in
South America from our Brazilian and Colombian operations. These increases were
offset in part by decreased income in Asia-Pacific. The loss ratio decreased to
72.8% in 2001 from 75.5% in 2000, reflecting more favorable underwriting results
in South America, partially offset by deteriorating underwriting results in our
Australian operations in Asia-Pacific.
60
SPECIALTY LINES
DESCRIPTION OF BUSINESS
In addition to our multi-local approach to our global insurance business,
under which our non-German insurance businesses are locally managed, we manage
our specialty lines of credit/ trade insurance, marine, aviation and industrial
transport insurance, industrial reinsurance and travel/assistance insurance on a
worldwide basis. Through our subsidiary EULER & HERMES, we are the largest
credit insurer in the world, and in travel/assistance insurance, we are also one
of the world's largest insurers.
CREDIT INSURANCE
In July 2002, we consolidated our French subsidiary, EULER, and our German
subsidiary, HERMES, into a new corporate entity, EULER & HERMES. The
consolidation of EULER and HERMES, which complemented each other in terms of
product mix and geographical penetration, further strengthened our presence in
the marketplace. Through EULER & HERMES, we are the largest credit insurer in
the world, with an estimated world market share of 37.0%, based on gross
premiums written in 2002. Our credit operations generated gross premiums written
of E1,579 million in 2002, E1,589 million in 2001 and E1,611 million in 2000.
EULER & HERMES is the global leader in credit insurance in terms of gross
premiums written and one of the European market leaders in factoring. EULER &
HERMES's credit insurance operations are rated AA- by Standard & Poor's.
EULER & HERMES is the leading credit insurer in Germany, with an estimated
domestic market share of approximately 42% at December 31, 2002, based on gross
premiums written. EULER & HERMES cedes a large portion of its gross premiums
written to reinsurers. The percentage of gross premiums written ceded in
reinsurance was 45.0% in 2002, 42.7% in 2001 and 42.0% in 2000, of which 9.8%,
6.7% and 6.6%, respectively, was ceded to Allianz AG.
EULER & HERMES provides customers around the world with a wide range of
credit insurance and related products and services, including commercial credit
insurance and reinsurance, factoring services, guarantee insurance, fidelity
insurance and consumer credit insurance, and manages, and derives fee income
from, the German federal governments export credit guarantee program.
MARINE & AVIATION
Effective January 1, 2002, we reorganized our marine, aviation and
industrial transport insurance business in Germany, France and the United
Kingdom under Allianz Marine & Aviation, a new specialty line. Our marine,
aviation and industrial transport insurance activities in these countries, which
we had previously included in the property-casualty insurance results of our
respective subsidiaries, were integrated into Allianz Marine & Aviation as a
single European marine, aviation and industrial transport unit. Allianz Globus
MAT Versicherungs-AG, our former German specialty insurer for marine, aviation
and industrial transport insurance, was renamed Allianz Marine & Aviation
Versicherungs-AG, and AGF MAT, our French specialty unit for marine, aviation
and transport insurance, was renamed Allianz Marine & Aviation (France). Allianz
Marine & Aviation generated gross premiums written of E1,424 million in 2002.
ALLIANZ GLOBAL RISKS RUCKVERSICHERUNGS-AG
We launched Allianz Global Risks on January 1, 2002 to establish our
international industrial risks reinsurance business as a globally managed
segment. While our operating subsidiaries around the world continue to conduct
our direct industrial insurance business, Allianz Global Risks acts as our
industrial reinsurance clearing house, assuming industrial insurance from
61
Group companies and centralizing the placement of outgoing reinsurance with
third-party carriers, primarily Munich Re, in the reinsurance market. Allianz
Global Risks generated gross premiums written of E1,136 million in 2002, of
which approximately E138 million, or 12.1%, was ceded in reinsurance to Munich
Re.
Through Allianz Global Risks, we aim to increase the efficiency and
transparency of our international industrial reinsurance activities through
economies of scale and a consistent reinsurance structure, including a selective
underwriting policy, appropriate rates and coverage limits, tight risk
management and centralized policies and standards throughout the Group. We have
also introduced new products tailored for specific risks, such as our
specialized directors and officers policy in the U.S. market, specialized
liability products for the pharmaceutical and chemical industries, and policies
covering Internet risks. Through these and other measures, we intend to
reestablish our international industrial risks reinsurance business as a
profitable market leader.
TRAVEL AND ASSISTANCE INSURANCE
We are one of the world's largest providers of travel and assistance
insurance. Our travel and assistance insurance operations generated gross
premiums written of E808 million in 2002, E732 million in 2001 and E656 million
in 2000. We believe that internal growth and recent acquisitions in our travel
and assistance business will enable us to strengthen our leading market position
and achieve enhanced efficiencies in this dynamic market. With a view toward
establishing long-term partnerships, our travel and assistance business provides
business-to-business services to clients in the travel, insurance, automobile
and banking industries. We provide travel and assistance insurance primarily
through the Mondial Assistance Group, which is owned equally by our subsidiaries
AGF and RAS.
RESULTS OF OPERATIONS
The following table shows key financial data for our specialty insurance
operations. Consistent with our general practice, gross premiums written by
geographic region are presented before consolidation adjustments representing
the elimination of transactions between Group companies in different countries
and different segments, and net income by geographic region is presented before
those consolidation adjustments, amortization of goodwill and minority
interests.
SPECIALTY INSURANCE: KEY DATA
YEAR ENDED DECEMBER 31,
---------------------------------------------------------
2002 2001 2000
----------------- ----------------- -----------------
GROSS GROSS GROSS
PREMIUMS NET PREMIUMS NET PREMIUMS NET
WRITTEN INCOME WRITTEN INCOME WRITTEN INCOME
-------- ------ -------- ------ -------- ------
(E IN MILLIONS)
Credit............................. 1,579 16 1,589 91 1,611 203
Marine and aviation................ 1,424 21 -- -- -- --
Industrial reinsurance............. 1,136 (257) -- -- -- --
Travel and assistance.............. 808 21 732 3 656 24
----- ---- ----- -- ----- ---
4,947 (199) 2,321 94 2,267 227
===== ==== ===== == ===== ===
YEAR ENDED DECEMBER 31, 2002 COMPARED TO YEAR ENDED DECEMBER 31, 2001
Gross Premiums Written. Gross premiums written in our specialty lines
increased E2,626 million, or 113.1%, to E4,947 million in 2002 from E2,321
million in 2001, reflecting
62
primarily the inclusion of our international industrial reinsurance and marine
and aviation specialty lines effective January 1, 2002. Premiums in
international industrial reinsurance reflected significant rate increases,
particularly in property and liability reinsurance. Increased gross premiums in
the travel and assistance line was due largely to the expansion of our travel
and assistance business in the United Kingdom and the full-year consolidation of
travel and assistance providers in Australia and Thailand, which were
consolidated in September 2001, offset in part by the ongoing downturn in the
international travel market in 2002. In our aviation and marine specialty line,
gross premiums written increased due to rate increases, offset in part by
portfolio cleansing measures. The slight decrease in the credit line was
attributable primarily to more selective underwriting policies and weakness in
the global economy.
Net Income. In our specialty lines, net income decreased significantly by
E293 million to a loss of E199 million in 2002 from income of E94 million in
2001, due primarily to the inclusion of our international industrial reinsurance
specialty line, which experienced net claims of E564 million related primarily
to flooding in Central and Eastern Europe in July and August 2002, and expenses
incurred in building up the industrial reinsurance business, as well as reduced
net income in the credit line, resulting from reduced investment results and an
increase in the frequency and severity of claims. Net income in our travel and
assistance lines increased due to the absence of major claims in comparison to
2001, which reflected claims from the terrorist attack of September 11, 2001. In
our marine and aviation specialty line, net income increased, reflecting
primarily the absence of major claims compared to 2001. The loss ratio increased
to 75.9% in 2002 from 66.5% in 2001, largely reflecting increased net claims
attributable to the inclusion of our international industrial reinsurance
specialty line and the increased claims in the credit line.
YEAR ENDED DECEMBER 2001 COMPARED TO YEAR ENDED DECEMBER 31, 2000
Gross Premiums Written. Gross premiums written in our specialty lines
increased E54 million, or 2.4%, to E2,321 million in 2001 from E2,267 million in
2000, reflecting an increase in the travel and assistance lines, offset in part
by a decrease in the credit lines. The increase in travel and assistance
premiums is attributable to internal growth, together with targeted
acquisitions. The decrease in the credit lines was due to a change in the method
of reporting service fees for EULER. Prior to 2001, these fees were included as
part of gross premiums written. Beginning in 2001, these fees, which amounted to
E144 million and E122 million in 2001 and 2000, respectively, were excluded from
gross premiums written consistent with the treatment of such fees by HERMES.
Excluding the impact of this change, gross premiums written would have increased
by E122 million, or 7.6%, in 2001 compared to 2000, primarily due to internal
growth.
Net Income. In our specialty lines, net income decreased by E133 million,
or 58.6%, to E94 million in 2001 from E227 million in 2000, due primarily to
reduced net income in the credit line, resulting from an increased number of
large claims as a result of unfavorable economic conditions. Net income in our
travel and assistance lines also decreased due to lower investment results and
higher expenses for assistance services. The loss ratio increased to 66.5% in
2001 from 53.1% in 2000, largely due to the increased claims in the credit line.
63
LIFE/HEALTH INSURANCE OPERATIONS
The following table sets forth certain financial information for our
life/health insurance operations for the years indicated:
YEAR ENDED DECEMBER 31,
---------------------------
2002 2001 2000
------- ------- -------
(E IN MILLIONS)
Gross premiums written(1)................................... 20,663 20,145 20,239
------- ------- -------
Premiums earned (net)(2).................................... 18,675 18,317 18,378
Interest and similar income................................. 11,215 10,765 10,152
Income from affiliated enterprises joint ventures and
associated enterprises.................................... 445 525 693
Other income from investments............................... 4,932 3,562 6,667
Trading income.............................................. 244 (117) (49)
Fee and commission income, and income from service
activities................................................ 200 268 271
Other income................................................ 825 772 1,139
------- ------- -------
Total income.............................................. 36,536 34,092 37,251
------- ------- -------
Insurance benefits (net).................................... (21,284) (21,979) (26,354)
Interest and similar expenses............................... (434) (492) (148)
Other expenses for investments.............................. (8,656) (5,537) (3,004)
Loan loss allowance......................................... (10) (4) --
Acquisition costs and administrative expenses............... (4,263) (4,259) (3,927)
Amortization of goodwill.................................... (174) (146) (137)
Other expenses.............................................. (1,806) (1,263) (2,055)
------- ------- -------
Total expenses............................................ (36,627) (33,680) (35,625)
------- ------- -------
Earnings from ordinary activities before taxation........... (91) 412 1,626
Taxes....................................................... (67) (99) (343)
Minority interests in earnings.............................. 177 (84) (658)
------- ------- -------
Net income.................................................. 19 229 625
======= ======= =======
---------------
(1) Under IFRS reporting standards, gross written premiums include only the
cost- and risk-related components of premiums generated from unit-linked and
other investment-oriented products, but do not include the full amount of
statutory premiums written on these products. Statutory premiums are total
revenues from sales of life insurance policies, in accordance with the
statutory accounting practices applicable in the insurer's home
jurisdiction. On a statutory premium basis, total premiums written were
E40,066 million, E33,687 million and E31,025 million in 2002, 2001 and 2000,
respectively.
(2) Net of reinsurance ceded of E1,207 million, E1,169 million and E1,139
million in 2002, 2001 and 2000, respectively.
YEAR ENDED DECEMBER 31, 2002 COMPARED TO YEAR ENDED DECEMBER 31, 2001
Gross Premiums Written. Gross premiums written of our life/health
operations in 2002 increased by E518 million, or 2.6%, to E20,663 million in
2002 from E20,145 million in 2001. Disregarding the effects of exchange rate
movements and changes in the scope of consolidation, which increased 2002
life/health gross premiums written by E32 million, gross premiums written would
have increased by E486 million or 2.4%. On a statutory premium basis, gross
premiums written increased by E6,379 million, or 18.9%, to E40,066 million in
2002 from E33,687 million in
64
2001, due to significant increases in sales of investment-oriented products,
reflecting the general trend towards investment-oriented insurance products in
particular in the United States and Italy. Gross premiums written for
investment-oriented insurance products increased by E5,861 million, or 43.3%, to
E19,403 million.
Premiums Earned (Net). On a Group-wide basis, life/health net premiums
earned in 2002 and 2001 reflected premiums ceded to reinsurers of E1,207 million
and E1,169 million, respectively, resulting in overall retention levels of
approximately 93.9% in 2002 and 94.0% in 2001. Net premiums increased by E358
million, or 2.0%, to E18,675 million in 2002 from E18,317 million in 2001,
generally consistent with the increase in gross premiums written in this period.
Insurance Benefits (Net). Net insurance benefits for our worldwide
life/health business consist of benefits paid, changes in aggregate policy
reserves, and expenses of premium refunds to policyholders. Net life/health
insurance benefits decreased by E695 million, or 3.2%, to E21,284 million in
2002 from E21,979 million in 2001, primarily as a result of reduced income from
investments in 2002 resulting from weakness in the capital markets. The
reduction in income from investments in turn resulted in reduced policyholder
participation benefits, which are included in benefits paid and changes in
aggregate policy reserves, due to the participatory nature of our life insurance
business. See, for example, "-- Germany -- Life Insurance."
Acquisition Costs and Administrative Expenses. Acquisition costs and
administrative expenses which consist primarily of payments and changes in
deferred acquisition costs, administrative expenses, and net underwriting costs,
remained relatively constant at E4,263 million in 2002, compared with E4,259
million in 2001.
Net Income. Net income from life/health insurance decreased by E210
million, or 91.7%, to E19 million in 2002 from E229 million in 2001, primarily
as a result of reduced income from investments, particularly in our operations
in Germany, France and Switzerland. See "-- Asset Management
Operations -- Group's Own Investments -- Investment Income" for a discussion of
investment results for life/health insurance investments.
Amortization of goodwill in our life/health lines increased to E174 million
in 2002 from E146 million in 2001, while minority interests in earnings were a
credit of E177 million in 2002, compared to a debit of E84 million in 2001,
primarily as a result of the increase in our shareholding in Allianz Leben and
decreased earnings. See "Major Shareholders and Related Party
Transactions -- Transactions with Munich Re."
YEAR ENDED DECEMBER 31, 2001 COMPARED TO YEAR ENDED DECEMBER 31, 2000
Gross Premiums Written. Gross premiums written of our life/health
operations in 2001 decreased by E94 million, to E20,145 million in 2001 from
E20,239 million in 2000. Disregarding the effects of exchange rate movements,
which reduced 2001 life/health gross premiums written by E85 million, gross
premiums written would have decreased by E9 million. A large portion of the
decrease is explained by the sale of a large group policy in France in 2000,
which increased gross premiums written in that year by approximately E800
million. Excluding the impact of this sale, together with the impact of foreign
exchange movements, gross premiums written would have increased by E791 million,
or 3.9%, in 2001, due to increases in Rest of Europe and Rest of World. On a
statutory premium basis, gross premiums written increased by E2,662 million, or
8.6%, to E33,687 million in 2001 from E31,025 million in 2000, reflecting the
general trend towards investment-oriented insurance products in Rest of Europe
and the United States. Gross premiums written for investment-oriented insurance
products increased by E2,756 million, or 25.6%, to E13,542 million.
Premiums Earned (Net). On a Group-wide basis, life/health net premiums
earned in 2001 and 2000 reflected premiums ceded to reinsurers of E1,169 million
and E1,139 million,
65
respectively, resulting in overall retention levels of approximately 94.0% in
2001 and 94.2% in 2000. Net premiums decreased slightly by E61 million to
E18,317 million in 2001 from E18,378 million in 2000, generally consistent with
the slight decrease in gross premiums written in this period.
Insurance Benefits (Net). Net life/health insurance benefits decreased by
E4,375 million, or 16.6%, to E21,979 million in 2001 from E26,354 million in
2000, primarily as a result of reduced income from investments in 2001. The
reduction in income from investments in turn resulted in reduced policyholder
participation benefits, which are included in benefits paid and changes in
aggregate policy reserves.
Acquisition Costs and Administrative Expenses. Acquisition costs and
administrative expenses increased by E332 million, or 8.5%, to E4,259 million in
2001 from E3,927 million in 2000, due primarily to increased underwriting costs
resulting from the continued expansion of our investment-oriented products.
Under IFRS, these costs are expensed as incurred, even though significantly less
than the amount of statutory premium is recognized as revenue.
Net Income. Net income from life/health insurance decreased by E396
million, or 63.4%, to E229 million in 2001 from E625 million in 2000, primarily
as a result of reduced income from investments, particularly in Germany and Rest
of Europe. See "-- Asset Management Operations -- Group's Own
Investments -- Investment Income" for a discussion of investment results for
life/health insurance investments.
On a Group-wide basis, amortization of goodwill in our life/health lines
increased to E146 million in 2001 from E137 million in 2000, while minority
interest decreased to E84 million in 2001 from E658 million in 2000. The
decrease in minority interests resulted primarily from decreased earnings.
The consolidated results of our life/health operations in 2000 included the
effects of certain special adjustments to income taxes. There were no special
adjustments to our consolidated results of operations in 2001. Excluding the
impact of these items in 2000, net income would have decreased by E412 million,
or 64.3%, to E229 million in 2001 from E641 million in 2000.
LIFE/HEALTH OPERATIONS BY GEOGRAPHIC REGION
The following table sets forth our gross life/health premiums written and
net income by geographic region for the years indicated. Consistent with our
general practice, gross premiums written by geographic region are presented
before consolidation adjustments representing the elimination of transactions
between Group companies in different geographic regions and different segments,
and net income by geographic region is presented after tax and before those
consolidation adjustments, amortization of goodwill and minority interests.
66
YEAR ENDED DECEMBER 31,
---------------------------------------------------------
2002 2001 2000
----------------- ----------------- -----------------
GROSS GROSS GROSS
PREMIUMS NET PREMIUMS NET PREMIUMS NET
WRITTEN INCOME WRITTEN INCOME WRITTEN INCOME
-------- ------ -------- ------ -------- ------
(E IN MILLIONS)
Germany
Life.................................. 9,369 80 8,969 65 9,094 514
Health................................ 2,865 64 2,691 48 2,587 56
Consolidation adjustments............. -- (7) -- 14 -- 13
------ ---- ------ ---- ------ -----
Total.............................. 12,234 137 11,660 127 11,681 583
Rest of Europe.......................... 5,181 (95) 5,486 381 5,751 910
Rest of World........................... 3,251 (24) 3,010 (49) 2,818 (71)
Consolidation adjustments............... (3) (2) (11) -- (11) (2)
------ ---- ------ ---- ------ -----
Subtotal........................... 20,663 16 20,145 459 20,239 1,420
Amortization of goodwill................ -- (174) -- (146) -- (137)
Minority interests...................... -- 177 -- (84) -- (658)
------ ---- ------ ---- ------ -----
Total.............................. 20,663 19 20,145 229 20,239 625
====== ==== ====== ==== ====== =====
A significant portion of our life/health operations in Rest of Europe and
Rest of World consists of sales of unit-linked products. Only the cost- and
risk-related components of premiums generated from the sale of such products is
included in gross premiums written under IFRS.
GERMANY
DESCRIPTION OF BUSINESS
We were the largest provider of life insurance and the third-largest
provider of health insurance in Germany, with estimated market shares of 14.8%
and 12.4%, respectively, as measured by gross premiums written in 2002. Germany
is by far our most important market for life/health insurance. As a percentage
of our total life/health gross premiums written worldwide, Germany accounted for
59.2% in 2002, 57.8% in 2001, and 57.7% in 2000. On a statutory premium basis,
Germany accounted for 31.4% of our total life/health gross premiums written in
2002.
We conduct our life/health insurance operations in Germany through:
- Allianz Lebensversicherungs-AG (or Allianz Leben), the main operating
company for our German life insurance operations. In January 2002,
pursuant to an agreement announced in 2001, we purchased an additional
40.5% of Allianz Leben's outstanding shares from Munich Re, thereby
increasing our shareholding in Allianz Leben to 91.0%, with the balance
of the outstanding shares in Allianz Leben publicly traded in Germany.
See "Major Shareholders and Related Party Transactions." At December 31,
2002, we owned 91.0% of Allianz Leben. In November 2002, we merged our
former life insurance subsidiary Vereinte Lebensversicherung AG into
Allianz Leben, with retroactive effect to January 1, 2002;
- Deutsche Lebensversicherungs-AG, a wholly owned subsidiary of Allianz
Leben, which is our vehicle for selling standardized, low-cost term
insurance in Germany; and
67
- Allianz Private Krankenversicherungs-AG (or Allianz Private Health), our
health insurance subsidiary, formerly known as Vereinte
Krankenversicherung AG, which we renamed in January 2003.
Our life/health insurance operations in Germany employed 9,683 people at
the end of 2002, 10,366 people at the end of 2001 and 9,995 people at the end of
2000.
DISTRIBUTION
Our distribution channels for our life/health products in Germany are
similar to those used for our property-casualty products. Many of our products
in Germany are distributed through common or overlapping distribution systems.
In our German life/health insurance businesses, we distribute our products
primarily through a network of self-employed, full-time tied agents. For our
individual life, health and mutual fund products, the network of full-time tied
agents is our most important distribution channel. Brokers are also an important
channel for the distribution of Allianz Leben's and Allianz Private Health's
group life and health products. The bank distribution channel is utilized
primarily in our life insurance business. We distribute our life insurance
products through Dresdner Bank, and under contractual arrangements with
Volks-und Raiffeisenbanken, a network of cooperative banks in southern Germany,
as well as through IKB, a German industrial credit bank. Since 2001, we have
placed approximately 960 insurance specialists (as of December 31, 2002) to sell
both life insurance products and property-casualty insurance products at
Dresdner Bank branches throughout Germany.
The following table sets forth certain key data concerning our distribution
systems as they relate to life and health insurance at and for the year ended
December 31, 2002:
% OF 2002
--------------------
LIFE HEALTH
NUMBER(1) PREMIUMS PREMIUMS
--------- -------- --------
Full-time tied agents..................................... 11,656 58.6 82.0
Part-time tied agents..................................... 43,076 5.5 7.2
Brokers................................................... 7,601 9.7 5.9
Banks..................................................... 2,224(2) 19.4 --
Other(3).................................................. -- 6.8 4.9
----- -----
Total................................................... -- 100.0 100.0
===== =====
---------------
(1) Represents the total number in Germany for all Allianz Group segments.
(2) Represents the number of German branches at Dresdner Bank, (811), and at
unaffiliated banks, comprising Volks- und Raiffeisenbanken (1,406) and
Industrie Kredit-Bank (7), with which we have distribution agreements
covering our property-casualty and life/health insurance products.
(3) Includes all Allianz Group employees in Germany, who are able to sell
Allianz policies.
LIFE INSURANCE
Life insurance is the most popular form of savings for old age in Germany.
With the demographic shift toward an aging German population, we see increasing
opportunities for our life insurance business as private sector products are
used to supplement decreasing levels of state provisions. In addition, the
demand for insurance against financial loss resulting from occupational
disability has grown rapidly in Germany in recent years as the German statutory
social insurance system has provided declining levels of support.
On January 1, 2002, a new law (the Altersvermogensgesetz) took effect,
providing incentives for private retirement plans and company pension funds
beginning in 2002. The new law, which
68
was enacted by the German legislature in May 2001, provides for direct state
subsidies or, in certain circumstances, tax-free premium payments, and it
requires that life-long benefit payments be guaranteed. The benefit payments
will be subject to income tax. In July 2001, we started selling through Allianz
Leben specially designed products that satisfy the legal requirements of the
Altersvermogensgesetz, primarily that the sum of premium payments be fixed at
the beginning of the benefit payment period. We established Allianz
Pensionskasse AG, a wholly owned subsidiary of Allianz Leben, and Allianz
Dresdner Pensionsfonds AG, a wholly owned subsidiary of Allianz AG, in 2002 in
order to more aggressively sell a variety of pension products in accordance with
the Altersvermogensgesetz. Although sales of Altersvermogensgesetz products have
been slower than initially expected, Allianz Leben is the leader in this market,
with an estimated market share of approximately 20% as of December 31, 2002.
In the life insurance area, our policy surrender rates were 3.7% in 2002,
3.6% in 2001, and 3.6% in 2000, compared to German industry-wide surrender rates
of 4.9%, 4.6%, and 4.5% (based on information provided by Gesamtverband der
Deutschen Versicherungswirtschaft), respectively. We believe that this is in
large part due to our widely recognized and well respected brand name, our
position as a market leader in most German insurance lines, our reputation for
superior customer service and our financial strength. We also pay close
attention to promoting follow-on business, which involves persuading
policyholders to reinvest funds. This typically takes the form of using the
benefits paid out on an endowment policy as the single premium for an immediate
annuity that ensures a guaranteed income for the rest of the policyholder's
life, or investing in a fund managed by our asset management subsidiary ADAM.
See "-- Asset Management Operations." The proportion of funds paid by our German
life insurance operations that were reinvested in other Allianz products has
increased significantly over the past three years.
PRODUCTS
Our German life insurance companies offer a comprehensive and unified range
of life insurance and life insurance-related products on both an individual and
group basis. The main classes of coverage offered are: endowment life insurance,
annuity policies, term life insurance, unit-linked annuities, and other life
insurance-related forms of cover, which are provided as riders to other policies
and on a stand-alone basis. Allianz Leben also assumes reinsurance of each of
these individual and group life insurance products.
Our endowment life products for the German market include policies both
with unchanging levels of premiums and guaranteed benefits and with premiums and
guaranteed benefits that rise automatically in accordance with contributions to
the German statutory pension system in Germany. Amounts payable at maturity of
an endowment policy include a "guaranteed benefit," an amount established by
reference to a legally mandated maximum guaranteed technical interest rate on
actuarial reserves. This interest rate is currently 3.25% per year for policies
issued on or after July 1, 2000, having declined from 4% per year. The future
profit participation credited to policyholders is not guaranteed. The total
amount payable at the maturity of a policy, which is calculated based on the
total expected profit participation, is the principal basis of competition
between life insurance providers in the German market. Under current German law,
the policyholder must be credited with at least 90% of each year's statutory net
investment result plus an appropriate share in other profit components. In the
current competitive environment, however, the rate of profit participation
exceeds this statutory minimum and is subject to periodic adjustment by insurers
in light of competitive conditions prevailing from time to time. In conformity
with prevailing market conditions, we currently credit 91% to 92% of each year's
profits to policyholders.
69
RESULTS OF OPERATIONS
The following table sets forth the components of life insurance gross
premiums written in Germany for the years 2002, 2001 and 2000:
YEAR ENDED DECEMBER 31,
------------------------------------------------------------------------------------------
2002 2001 2000
---------------------------- ---------------------------- ----------------------------
NEW RECURRING NEW RECURRING NEW RECURRING
BUSINESS PREMIUMS TOTAL BUSINESS PREMIUMS TOTAL BUSINESS PREMIUMS TOTAL
-------- --------- ----- -------- --------- ----- -------- --------- -----
(E IN MILLIONS)
Individual policies
Endowment.......... 236 4,330 4,566 208 4,501 4,709 378 4,524 4,902
Annuities.......... 1,452 1,438 2,889 1,176 1,320 2,496 1,145 1,363 2,508
Term............... 18 78 96 16 73 89 14 68 82
----- ----- ----- ----- ----- ----- ----- ----- -----
Subtotal......... 1,706 5,846 7,551 1,400 5,894 7,294 1,537 5,955 7,492
Group policies..... 695 1,122 1,818 617 1,058 1,675 591 1,011 1,602
----- ----- ----- ----- ----- ----- ----- ----- -----
Total............ 2,401 6,968 9,369 2,017 6,952 8,969 2,129 6,965 9,094
===== ===== ===== ===== ===== ===== ===== ===== =====
YEAR ENDED DECEMBER 31, 2002 COMPARED TO YEAR ENDED DECEMBER 31, 2001
Gross Premiums Written. In Germany, life insurance premiums increased E400
million, or 4.5%, to E9,369 million in 2002 from E8,969 million in 2001, due
primarily to a substantial increase in new business, reflecting the increased
efficiency of our life insurance distribution channels, including Dresdner Bank.
Individual life insurance policies, which include endowment, term and
annuity policies, accounted for 80.6% of our gross life insurance premiums
written in Germany in 2002. Gross premiums written on individual life insurance
increased by 3.5%, to E7,551 million in 2002 from E7,294 million in 2001, due
primarily to increased individual pension business. New individual business
increased to E1,706 million in 2002 from E1,400 million in 2001. The increase in
new individual business was attributable to premium income from new
Altersvermogensgesetz policies, many of which were sold in 2001 but had premium
payments that began on January 1, 2002. Sales of such policies slowed
market-wide in 2002 as a result of weakening customer demand for such policies
due to the complexity of such policies, public skepticism regarding the
Altersvermogensgesetz scheme and public discussion of the possibility of further
pension-related reforms.
Group life insurance gross premiums written increased E143 million, or
8.5%, to E1,818 million in 2001 from E1,675 million in 2001, due primarily to
successful development of new distribution capacities for occupational pension
schemes.
Net Income. In Germany, net income from life insurance operations
increased by E15 million, or 23.1%, to E80 million in 2002 from E65 million in
2001, due primarily to reduced costs and a lower tax expense, offset in part by
substantial writedowns of investments as a result of weakness in the capital
markets. Despite the increase in new business, acquisition costs decreased by
26.2%, and the expense ratio decreased by 4.0% to 9.7% in 2002 from 13.7% in
2001, reflecting primarily lower amortization of deferred acquisition costs.
YEAR ENDED DECEMBER 31, 2001 COMPARED TO YEAR ENDED DECEMBER 31, 2000
Gross Premiums Written. In Germany, life insurance premiums decreased E125
million, or 1.4%, to E8,969 million in 2001 from E9,094 million in 2000, due
primarily to a decrease in premiums on individual policies.
Individual life insurance policies, which include endowment, term and
annuity policies, accounted for 81.3% of our gross life insurance premiums
written in Germany in 2001. Gross
70
premiums written on individual life insurance decreased by 2.6%, to E7,294
million in 2001 from E7,492 million in 2000, due primarily to a large number of
endowment policies either maturing or reaching the end of their premium payment
period. New individual business decreased to E1,400 million in 2001 from E1,537
million in 2000. The decrease in new individual business was attributable
primarily to a shift in the focus of our full-time tied agent distribution
channel toward the sale of new Altersvermogensgesetz policies, most of which,
although sold in 2001, have premium payments which began on January 1, 2002.
Group life insurance gross premiums written increased E73 million, or 4.6%,
to E1,675 million in 2001 from E1,602 in 2000, due to the growth of new
business.
Net Income. In Germany, net income from life insurance operations
decreased by E449 million, or 87.4%, to E65 million in 2001 from E514 million in
2000. Excluding the impact of a release of deferred taxes in 2000 resulting from
a change in German statutory tax rates, net income would have decreased by E402
million, or 86.1%, to E65 million in 2001 from E467 million in 2000, due
primarily to reduced investment results in 2001, attributable to weakness in the
capital markets.
HEALTH INSURANCE
Allianz Private Health is the third-largest private health insurer in
Germany, with approximately 2.3 million customers and an estimated market share
of approximately 12.4% in 2002. Allianz Private Health has strong ties to the
German medical profession and is the largest health insurer for this profession
in Germany and is the market leader in providing group health insurance.
The German statutory healthcare system operates as a mandatory system for
persons with incomes below a specified threshold (Versicherungspflichtgrenze)and
allows persons with incomes above the threshold to voluntarily opt out of the
statutory system and use the private healthcare system. Currently, the German
healthcare system is dominated by the German statutory schemes, while private
providers of health insurance, including Allianz Private Health, compete for the
remainder.
In January 2003, this specified income threshold was raised by the German
legislator in order to stabilize and maintain the statutory healthcare system.
As a consequence, the number of individuals who are able to choose protection
under the private healthcare system may decrease. While this measure may reduce
new business for full private health coverage for salaried employees, it may
also create new business opportunities for supplementary insurance for
individuals insured under statutory health insurance plans. Further changes to
the German healthcare system are currently being considered, in particular with
a view to reducing costs. Enactment into law of any such changes may have an
impact on private health insurance providers, as the amount of new business
written under full private health coverage may further decrease.
Allianz Private Health provides a wide range of health insurance products,
including full private healthcare coverage for the self-employed, salaried
employees and civil servants; supplementary insurance for people insured under
statutory health insurance plans; daily sickness allowance for the self-employed
and salaried employees; hospital daily allowance; supplementary care insurance;
and foreign travel medical expenses insurance.
Like endowment and other life insurance products, health insurance products
include mandatory profit-sharing features, whereby Allianz Private Health, like
any other German private health insurer, returns 80% of the statutory profit on
its health business, after the payment of claims and claims costs, the
establishment of reserves, payment of taxes and other expenses, to policyholders
annually, generally in the form of premium subsidies or rebates. Since the
beginning of 2000, Allianz Private Health has also been required by law to
allocate to its
71
policyholders 90% of interest surplus which is a component of statutory profits.
As with our endowment policies in Germany, the actual level of profit sharing we
provide our policyholders is, for competitive reasons, in excess of the
statutory minimum and has been between 85% and 90% of statutory profits in
recent years.
RESULTS OF OPERATIONS
The following table sets forth the components of health insurance gross
premiums written in Germany for the years 2002, 2001 and 2000:
YEAR ENDED DECEMBER 31,
------------------------
2002 2001 2000
------ ------ ------
(E IN MILLIONS)
Individual policies......................................... 2,180 2,054 1,979
Group policies.............................................. 685 637 608
----- ----- -----
Total..................................................... 2,865 2,691 2,587
===== ===== =====
Medical expense insurance................................... 2,029 1,853 1,754
Other personal supplementary insurance...................... 370 370 358
Compulsory long-term care insurance......................... 230 230 238
Other health insurance...................................... 236 238 237
----- ----- -----
Total..................................................... 2,865 2,691 2,587
===== ===== =====
YEAR ENDED DECEMBER 31, 2002 COMPARED TO YEAR ENDED DECEMBER 31, 2001
Gross Premiums Written. Health insurance premiums in Germany increased
E174 million, or 6.5%, to E2,865 million in 2002 from E2,691 million in 2001.
This increase was due primarily to rate increases in medical expense insurance
and new business.
Gross premiums written on medical expense insurance, which accounted for
70.8% of health insurance premiums in Germany in 2002, increased by E176
million, or 9.5% to E2,029 million in 2002 from E1,853 million in 2001. The
increase was attributable primarily to rate increases and new business. Gross
premiums written on other personal supplementary insurance and compulsory
long-term care insurance remained unchanged at E370 million and E230 million,
respectively, in 2002 compared to E370 million and E230 million, respectively,
in 2001. Gross premiums written on other health insurance in Germany decreased
to E236 million in 2002 from E238 million in 2001.
Net Income. In Germany, net income from health insurance operations
increased by E16 million, or 33.3%, to E64 million in 2002 from E48 million in
2001, reflecting primarily improved investment results.
YEAR ENDED DECEMBER 31, 2001 COMPARED TO YEAR ENDED DECEMBER 31, 2000
Gross Premiums Written. Health insurance premiums in Germany increased
E104 million, or 4.1%, to E2,691 million in 2001 from E2,587 million in 2000.
This increase was due primarily to increases in new business, especially in
medical and other personal supplementary lines, as well as increased rates and a
decrease in cancellations from the previous year.
Gross premiums written on medical expense insurance, which accounted for
68.9% of health insurance premiums in Germany in 2001, increased by E99 million,
or 5.6% to E1,853 million in 2001 from E1,754 million in 2000. Gross premiums
written on other personal supplementary insurance increased by E12 million, or
3.4% to E370 million in 2001 from E358 million in 2000. Both increases were
attributable to a growth in new business and a decrease in cancellations.
Compulsory long-term care insurance decreased by E8 million, or 3.4%, from E238
million in 2000
72
to E230 million in 2001, reflecting a reduction in the industry-wide tariff for
compulsory long-term care insurance. Gross premiums written on other health
insurance in Germany increased by E1 million to E238 million in 2001.
Net Income. In Germany, net income from health insurance operations
decreased by E8 million, or 14.3%, to E48 million in 2001 from E56 million in
2000. This was due primarily to decreased investment results, offset in part by
an increase in the amount of deferred taxes released in 2001 compared to 2000.
REST OF EUROPE
DESCRIPTION OF BUSINESS
The Rest of Europe is our second-largest market for life/health insurance.
As a percentage of our total life/health gross premiums written worldwide, the
Rest of Europe accounted for 25.1% in 2002, 27.2% in 2001 and 28.4% in 2000.
We conduct our life/health insurance operations in the Rest of Europe
through four main groups of operating companies in France, Italy, Spain and
Switzerland. The life products we write in our various Rest of Europe markets
are written on both an individual and group basis and include traditional term
and annuity products, unit-linked products and endowment and pension products.
The design and features of these products vary by country, depending on local
tax laws, product regulation and market conditions, and are designed to pay
death benefits, optimize inheritances, provide for retirement, pay annuities or
build capital, or combinations of these.
France. We conduct our life/health insurance operations in France through
the companies of the AGF Group. The AGF Group is the eighth-largest life
insurance provider in France, with an estimated market share of 4.7%, based on
gross premiums written in 2002. The AGF Group provides a broad line of life
insurance and other financial products, including short-term investment and
savings products. An important portion of AGF Group's life premiums is generated
through the sale of unit-linked policies and investment-oriented products with
guaranteed interest, for which only the cost- and risk-related components of
premiums are reflected in gross premiums written under IFRS.
The AGF Group also operates in the French health insurance market through a
separate business unit responsible for both group insurance and health insurance
and offers a wide variety of health products, which are designed to pay benefits
that complement those of the mandatory French social security plan. The results
of our health operations in France are included in part in our property-casualty
segment and in part in our life segment.
Italy. We conduct our life/health insurance operations in Italy primarily
through the Italian Subsidiaries. Taken together, the Italian Subsidiaries are
the second-largest life insurer in the Italian market, with an estimated market
share of 13.6%, based on gross premiums written in 2002. The Italian
Subsidiaries' individual life policies are primarily endowment policies but also
include annuities and other policies, including capitalization and other
products. Consistent with trends in the Italian market generally, the Italian
Subsidiaries' products include an increasing amount of unit-linked policies,
where policyholders participate directly in the performance of policy-related
investments, and a decreasing amount of endowment products. In 2002, sales of
unit-linked and equity-linked products sold through banks reached 71.0% of our
total statutory life premiums in Italy, reflecting the importance of this
distribution channel. The Italian Subsidiaries' unit-linked policies include
products linked to funds managed by the Italian Subsidiaries, as well as by
third-party investment managers, and index-linked products.
Spain. We are the fourteenth-largest life insurance provider in Spain,
with an estimated market share of 2.0%, based on gross premiums written in 2002.
We conduct our life/health
73
operations in Spain primarily through Allianz Spain and through Eurovida and
Europensiones, our joint ventures with Banco Popular. Our Spanish life insurance
subsidiaries sell mainly traditional life insurance and pensions and unit-linked
products.
Switzerland. We conduct our life/health operations in Switzerland
primarily through the Swiss Subsidiaries. Taken together, the Swiss Subsidiaries
are the sixth-largest life insurance provider in Switzerland, with an estimated
market share of 4.8%, based on gross premiums written in 2002. The Swiss
Subsidiaries sell a wide range of individual and group life insurance products,
including retirement and old age, death and disability products.
Other. We conduct significant life/health operations in the remainder of
the Rest of Europe through approximately 18 Allianz subsidiaries in more than 13
other European countries. In Austria, we operate through our life insurance
subsidiary Allianz Elementar Leben. We serve the Belgian life insurance market
primarily through AGF Belgium Insurance and the Netherlands life insurance
market primarily through Royal Nederland Verzekeringsgroep. Our largest life
insurance subsidiaries in other countries in the Rest of Europe are located in
Greece, Luxembourg, Portugal, Hungary and Poland. Our life insurance products in
Other Rest of Europe are generally the same as the life products we offer in the
German market. Our life insurance operations in Other Rest of Europe had gross
premiums written of E1,260 million in 2002, E1,148 million in 2001, and E971
million in 2000.
RESULTS OF OPERATIONS
The following table shows key financial data for our Rest of Europe
life/health operations. Consistent with our general practice, gross premiums
written by geographic region are presented before consolidation adjustments
representing the elimination of transactions between Group companies in
different countries and different segments, and net income by geographic region
is presented before those consolidation adjustments, amortization of goodwill
and minority interests.
REST OF EUROPE -- LIFE/HEALTH: KEY DATA
YEAR ENDED DECEMBER 31,
---------------------------------------------------------
2002 2001 2000
----------------- ----------------- -----------------
GROSS GROSS GROSS
PREMIUMS NET PREMIUMS NET PREMIUMS NET
WRITTEN INCOME WRITTEN INCOME WRITTEN INCOME
-------- ------ -------- ------ -------- ------
(E IN MILLIONS)
France............................. 1,493 (223) 1,556 97 2,297 391
Italy.............................. 1,298 289 1,336 261 1,454 306
Switzerland........................ 651 (80) 584 (17) 524 43
Spain.............................. 502 30 879 28 532 75
Other.............................. 1,260 (109) 1,148 12 971 95
Consolidation adjustments.......... (23) (2) (17) -- (27) --
----- ---- ----- --- ----- ---
Total............................ 5,181 (95) 5,486 381 5,751 910
===== ==== ===== === ===== ===
YEAR ENDED DECEMBER 31, 2002 COMPARED TO YEAR ENDED DECEMBER 31, 2001
Gross Premiums Written. In Rest of Europe, life/health gross premiums
written decreased by E305 million, or 5.6%, to E5,181 million in 2002 from
E5,486 in 2001, reflecting primarily decreases in gross premiums written in
Spain, France and Italy, offset in part by increases in Other Rest of Europe and
Switzerland.
74
Net Income. In Rest of Europe, net income from life/health insurance
operations decreased by E476 million, or 124.9%, to a loss of E95 million in
2002 from income of E381 million in 2001. This was due to decreases in France,
Other Rest of Europe and Switzerland, offset in part by increases in Italy and
Spain.
France. In France, life/health gross premiums written, which include fees
from unit-linked products and investment-oriented products with guaranteed
interest, decreased by E63 million, or 4.0%, to E1,493 million in 2002 from
E1,556 million in 2001. The decrease was due primarily to decreased premium
income in our group life business, reflecting the sale of a large group policy
in France in 2001. In addition, we experienced decreased sales in our individual
life business of conventional unit-linked life insurance products, reflecting
the continuing weakness in the capital markets, offset in part by an increase in
investment-oriented products with guaranteed interest. Net income in France
decreased significantly by E320 million to a loss of E223 million in 2002 from
income of E97 million in 2001, primarily as a result of substantial realized
losses and writedowns on investments due to unfavorable conditions in the
capital markets.
Italy. In Italy, life gross premiums written, which include fees from
unit-linked products, decreased E38 million, or 2.8%, to E1,298 million in 2002
from E1,336 million in 2001. This decrease was attributable primarily to
decreased sales of traditional life insurance policies in favor of
investment-oriented products with guaranteed interest. Sales of traditional
unit-linked products slowed in 2002 compared to 2001 as a result of weakness in
the capital markets. Net income in Italy increased to E289 million in 2002 from
E261 million in 2001, due primarily to a realized gain of E186 million from the
sale of a real estate subsidiary.
Spain. In Spain, life gross premiums written decreased by E377 million, or
42.9%, to E502 million in 2002 from E879 million in 2001, primarily attributable
to a substantial decrease in our pension group business as a result of a
one-time premium recorded in 2001 in connection with the underwriting of a large
group policy, offset in part by increases in gross premiums written in other
group business and individual life business. Net income increased by E2 million,
or 7.1%, to E30 million in 2002 from E28 million in 2001, due primarily to
improved investment results, offset in part by decreased underwriting results.
Switzerland. In Switzerland, life/health gross premiums written increased
by E67 million, or 11.5%, to E651 million in 2002 from E584 million in 2001.
This increase was attributable primarily to an increase in individual business
with high single premiums. In Switzerland, net income decreased to a loss of E80
million in 2002 from a loss of E17 million in 2001, due primarily to realized
losses on investments and writedowns of impairments, particularly on equity
securities. This decrease was offset by a tax benefit of approximately E95
million relating to the accrual of deferred tax benefits attributable to the
capitalization of tax losses carried forward.
Other. Life/health gross premiums written in Other Rest of Europe
increased by E112 million, or 9.8%, to E1,260 million in 2002 from E1,148
million in 2001. Net income in Other Rest of Europe decreased significantly by
E121 million to a loss of E109 million in 2002, compared with income of E12
million in 2001, reflecting primarily reduced net income in the Netherlands and
Belgium as a result of weakness in capital markets.
YEAR ENDED DECEMBER 31, 2001 COMPARED TO YEAR ENDED DECEMBER 31, 2000
Gross Premiums Written. In Rest of Europe, life/health gross premiums
written decreased by E265 million, or 4.6%, to E5,486 million in 2001 from
E5,751 in 2000, reflecting primarily in a sharp decrease in gross premiums
written in France and a smaller decrease in Italy, offset in part by increases
in Spain, Other Rest of Europe and Switzerland.
Net Income. In Rest of Europe, net income from life/health insurance
operations decreased by E529 million, or 58.1%, to E381 million in 2001 from
E910 million in 2000. This was due to
75
decreases in all of our Rest of Europe markets, particularly France and
Switzerland, reflecting primarily reduced income from investments.
France. In France, life/health gross premiums written, which include fees
from unit-linked products, decreased by E741 million, or 32.3%, to E1,556
million in 2001 from E2,297 million in 2000. The decrease in 2001 from 2000
reflects primarily the sale of a large group policy in 2000. Excluding this
policy, gross premiums written would have increased by 3% in 2001 over 2000. Net
income in France decreased by E294 million, or 75.2%, to E97 million in 2001
from E391 million in 2000, primarily as a result of decreased income from
investments due to unfavorable conditions in the capital markets, while expenses
remained constant compared to 2000.
Italy. In Italy, life gross premiums written, which include fees from
unit-linked products, decreased E118 million, or 8.1%, to E1,336 million in 2001
from E1,454 million in 2000. This decrease was primarily attributable to a high
number of endowment policies which matured and were replaced by sales of
unit-linked products, reflecting the importance of the banking channel, which
distributes such products. Net income in Italy decreased to E261 million in 2001
from E306 million in 2000, due primarily to reduced income from investments
resulting from weak capital markets in 2001.
Spain. In Spain, life gross premiums written increased by E347 million, or
65.2%, to E879 million in 2001 from E532 million in 2000. This increase was
primarily attributable to higher sales of pension policies. Net income decreased
by E47 million, or 62.7%, to E28 million in 2001 from E75 million in 2000, due
primarily to reduced income from investments in 2001 and a tax adjustment in
2000.
Switzerland. In Switzerland, life/health gross premiums written increased
by E60 million, or 11.5%, to E584 million in 2001 from E524 million in 2000.
This increase was attributable primarily to growth in single premium policies,
especially in group life. In Switzerland, net income decreased to a loss of E17
million in 2001 from net income of E43 million in 2000, due primarily to lower
income from investments, including significant writedowns for impairments.
Other. Life/health gross premiums written in Other Rest of Europe
increased by E177 million, or 18.2%, to E1,148 million in 2001 from E971 million
in 2000. Net income in Other Rest of Europe decreased by E83 million or 87.4%,
to E12 million in 2001 from E95 million in 2000, reflecting primarily reduced
income in our Belgian operations, as a result of lower income from investments.
REST OF WORLD
DESCRIPTION OF BUSINESS
As a percentage of our total life/health gross premiums written worldwide,
Rest of World accounted for 15.7% in 2002, 14.9% in 2001 and 13.9% in 2000. Our
primary life/health markets in Rest of World are the United States and the
Asia-Pacific region.
United States. We serve the United States life/health insurance market
through Allianz Life, which is headquartered in Minneapolis, Minnesota. Allianz
Life and its subsidiaries are licensed to write business in all 50 states, the
District of Columbia and Guam. Allianz Life markets a wide variety of fixed and
variable life insurance and annuity contracts, and long-term care insurance to
individual and corporate customers. Allianz Life is a market leader in providing
fixed annuities (including equity-indexed annuities) to individuals. Allianz
Life also provides life reinsurance and healthcare excess of loss coverage. In
2002, our total statutory premiums written from life/health insurance in the
United States, which include sales of investment-oriented products, were E9,530
million, up significantly from E4,982 million in 2001.
76
Asia-Pacific. The primary life, health insurance markets in which we
operate in the Asia-Pacific area are as follows:
South Korea. Our insurance operations in South Korea consist of our two
subsidiaries, Allianz Life Insurance Korea, formerly Allianz First Life, which
we acquired in 1999, and France Life, a former subsidiary of AGF which joined
the Allianz Group in 1998 following our acquisition of AGF. We refer to these
subsidiaries together as the South Korean Subsidiaries. The South Korean
Subsidiaries market a wide variety of life insurance products including
individual endowment insurance, education insurance, protection insurance,
annuities, traditional whole life insurance policies, group life insurance
protection and employee severance plans. Together, the South Korean Subsidiaries
generated E1,894 million in annual statutory premiums in 2002.
Other Asia-Pacific. In addition to the primary markets described above, we
conduct life and accident insurance operations in Taiwan, China, Thailand,
Indonesia, India and Malaysia. We also market a range of health insurance
products in Indonesia, Singapore and Pakistan.
Other. In addition to the United States and Asia-Pacific, we also sell
life/health products in South America, primarily Brazil, Chile and Colombia.
RESULTS OF OPERATIONS
The following table shows key financial data for our Rest of World
life/health operations. Consistent with our general practice, gross premiums
written by geographic region are presented before consolidation adjustments
representing the elimination of transactions between Group companies in
different countries and different segments, and net income by geographic region
is presented before those consolidation adjustments, amortization of goodwill
and minority interests.
REST OF WORLD -- LIFE/HEALTH: KEY DATA
YEAR ENDED DECEMBER 31,
------------------------------------------------------
2002 2001 2000
---------------- ---------------- ----------------
GROSS GROSS GROSS
PREMIUM NET PREMIUM NET PREMIUM NET
WRITTEN INCOME WRITTEN INCOME WRITTEN INCOME
------- ------ ------- ------ ------- ------
(E IN MILLIONS)
United States........................ 1,411 (18) 1,478 (24) 1,465 133
Asia-Pacific......................... 1,639 (9) 1,229 (5) 970 (181)
Other................................ 201 3 303 (20) 383 (23)
----- --- ----- --- ----- ----
Total.............................. 3,251 (24) 3,010 (49) 2,818 (71)
===== === ===== === ===== ====
YEAR ENDED DECEMBER 31, 2002 COMPARED TO YEAR ENDED DECEMBER 31, 2001
Gross Premiums Written. Life/health gross written premiums for Rest of
World increased by E241 million, or 8.0%, to E3,251 million in 2002 from E3,010
million in 2001. Life/health gross premiums written in the United States were
E1,411 million in 2002, a decrease of E67 million from E1,478 million in 2001.
On a constant currency basis, gross premiums written in the United States
increased slightly by E9 million, or 0.6%, in 2002. The slight increase was
primarily attributable to growth in our fixed annuity business at Allianz Life
and the expansion of our distribution channels, offset in part primarily by
decreased premium income from other life and health insurance business.
Life/health gross premiums written in Asia-Pacific increased by E410 million, or
33.4%, to E1,639 million in 2002 from E1,229 million in 2001, primarily as a
result of increases in our operations in South Korea, where gross premiums
written increased by E182 million, or 17.2%, to E1,242 million in 2002 from
E1,060 million in 2001, as a result of a significant increase in new business
and Taiwan. Life/health gross premiums written in Other Rest of World
77
decreased by E102 million, or 33.7%, to E201 million in 2002 from E303 million
in 2001, primarily due to decreased premium income in Brazil, Colombia and
Chile.
Net Income. Life/health net income in Rest of World increased by E25
million to a loss of E24 million in 2002 from a loss of E49 million in 2001. The
increase was primarily the result of increased net income in South America due
to lower acquisition costs and administrative expenses. Net income in
Asia-Pacific decreased by E4 million, to a loss of E9 million in 2002 from a net
loss of E5 million in 2001, due primarily to decreased net income in South
Korea, reflecting primarily higher tax expense. In 2002, losses from life/health
operations in the United States were E18 million, compared to a net loss of E24
million in 2001, due primarily to improved underwriting results and a higher
volume of business, offset in part by investment writedowns as a result of
weakness in the capital markets.
YEAR ENDED DECEMBER 31, 2001 COMPARED TO YEAR ENDED DECEMBER 31, 2000
Gross Premiums Written. Life/health gross written premiums for Rest of
World increased by E192 million, or 6.8%, to E3,010 million in 2001 from E2,818
million in 2000. Life/health gross premiums written in the United States were
E1,478 million in 2001, an increase of E13 million from E1,465 million in 2000.
On a constant currency basis, gross premiums written in the United States
decreased by E35 million, or 2.4%, in 2001. The decrease was primarily
attributable to reduced mortality and expense fees on our variable annuity
business due to decreased assets under management resulting from unfavorable
market conditions, together with the termination of our accident and health
reinsurance assumed and broker administrator business. Life/health gross
premiums written in Asia-Pacific increased by E259 million, or 26.7%, to E1,229
million in 2001 from E970 million in 2000, primarily as a result of our
operations in South Korea, where gross premiums written increased by E206
million, or 24.1%, to E1,060 million in 2001 from E854 million in 2000, as a
result of a significant increase in new business. Life/health gross premiums
written in Other Rest of World decreased by E80 million, or 20.9%, to E303
million in 2001 from E383 million in 2000, primarily due to decreased gross
premiums written in Brazil and Colombia.
Net Income. Life/health net income in Rest of World increased by E22
million to a loss of E49 million in 2001 from a loss of E71 million in 2000. The
reduced loss was primarily the result of reduced losses in Asia-Pacific, despite
a loss in the United States in 2001. Losses in Asia-Pacific decreased by E176
million, to a net loss of E5 million in 2001 from a net loss of E181 million in
2000, due primarily to improved results in South Korea, whose 2000 results
reflected significant write-offs as discussed below. In 2001, the net loss from
life/health operations in the United States was E24 million, compared to net
income of E133 million in 2000. This decrease was primarily the result of
realized losses on investments of E38 million in 2001 compared to realized gains
on investments of E146 million in 2000. In addition, net income in the United
States decreased as a result of increased reinsurance claims, primarily due to
the September 11, 2001 terrorist attack, and increased costs associated with the
development of our distribution force for our variable annuity business, coupled
with decreased annuity considerations as a result of lower variable annuity
assets under management, due to declines in the capital markets.
COMPETITION
There is substantial competition in Germany and the other countries in
which we do business for the types of insurance products and services that we
provide. This competition is most pronounced in our more mature
markets -- Germany, France, Italy and the United States. In recent years,
however, competition in emerging markets has also increased as large insurance
and other financial services participants from more developed countries have
sought to establish themselves in markets perceived to offer higher growth
potential, and as local institutions have
78
become more sophisticated and have sought alliances, mergers or strategic
relationships with our competitors.
In Germany, which is our largest market for insurance operations, there is
intense competition for virtually all of the products and services that we
provide. In addition, the German insurance sector is a mature market in which we
already have significant market shares in most lines of business.
BANKING OPERATIONS
Through our subsidiary Dresdner Bank, we offer a wide range of private,
commercial and investment banking products and services for corporate,
governmental and individual customers, primarily in the European market. Based
on total assets at December 31, 2002, Dresdner Bank was one of the largest banks
in Germany.
We established banking as our fourth core business segment alongside
property-casualty insurance, life/health insurance and asset management
following our acquisition of Dresdner Bank in 2001. We have included Dresdner
Bank in our consolidated financial statements since July 23, 2001, the date of
the acquisition. Prior to 2001, we had included the results of our banking
operations, together with those of our asset management business, in our
financial services segment. Our banking segment, established in 2001, consists
primarily of the banking operations of Dresdner Bank, as our other banking
operations have not historically been significant. Total banking income
increased from E1,722 million in 2000 to E12,755 million and E21,275 million in
2001 and 2002, respectively. For a discussion of our asset management
operations, including those of Dresdner Bank, which are not included in our
banking segment, see "-- Asset Management Operations." For the year ended
December 31, 2002, our banking segment recorded a loss of E1,358 million. This
result included a realized gain of E1,912 million from the transfer in August
2002 of substantially all of Dresdner Bank's German asset management
subsidiaries to ADAM (see "-- Asset Management Operations") and a realized gain
of E244 million from the merger of our mortgage banking subsidiary Deutsche
Hypothekenbank AG (or Deutsche Hyp) into Eurohypo AG (or Eurohypo)(see
"-- Other -- Description of Business -- Real Estate"), as well as E287 million
of other net realized gains on investments (see "-- Results of
Operations -- Year Ended December 31, 2002 Compared to Year Ended December 31,
2001").
The selected statistical information on our banking operations set forth in
"-- Selected Statistical Information Relating to Our Banking Operations" differs
in significant respects from, and may not be comparable to, the financial
information presented below. Although we have included Dresdner Bank in our
consolidated financial statements since July 23, 2001, the statistical
information includes the banking operations of Dresdner Bank for all periods
presented. The statistical information for all periods presented also includes
the asset management operations of Dresdner Bank, which we do not include in our
banking segment. In addition, the statistical information presents the assets
and liabilities of Dresdner Bank without reflecting the adjustments that are
necessary to apply purchase accounting, which we have applied in the financial
information presented below. For additional information, see "-- Selected
Statistical Information Relating to Our Banking Operations."
Dresdner Bank was founded in 1872 in Dresden, Germany, and grew by
acquisition and branch expansion throughout Germany to become a leading German
bank. In 1952, Dresdner Bank was split into three separate institutions, which
were subsequently reunified to form Dresdner Bank Aktiengesellschaft, Frankfurt
am Main, in 1957. In recent years, Dresdner Bank has made significant
acquisitions in investment banking, including British merchant bank Kleinwort
Benson Group plc in 1995 and U.S.-based investment bank Wasserstein Perella &
Co. in January 2001, and asset management, including U.S. asset manager RCM
Capital Management in 1995.
79
With approximately 1,100 branch offices and 47,000 employees at December
31, 2002, Dresdner Bank is focused on selected customer groups, geographic
regions and business areas in which the bank traditionally holds a strong
position. Our principal banking products and services include traditional
commercial banking activities such as deposit taking, lending (including
residential mortgage lending), cash management and transaction banking, as well
as corporate finance advisory services, mergers and acquisitions advisory
services, capital and money market services, securities underwriting and
securities trading and derivatives business on our own account and for our
customers.
We operate through the domestic and international branch network of
Dresdner Bank and through various subsidiaries both in Germany and abroad, some
of which also have branch networks. At December 31, 2002, our branch banking
network comprised approximately 1,000 German branches, giving us a presence
throughout Germany, and 100 non-German branches. For 2002, Germany, the Rest of
Europe and the NAFTA zone accounted for approximately 77%, 14% and 8%,
respectively, of our net revenue from banking operations.
REORGANIZATION OF BUSINESS DIVISIONS
Dresdner Bank reorganized its business structure in the course of 2001 to
focus on two major operating divisions, Private and Business Clients and
Corporates & Markets. In 2001, in order to serve comparable customer needs out
of a single integrated business division focused on corporate customers and the
capital markets, we combined our investment banking activities and our European
corporate banking and capital markets activities into our Corporates & Markets
division. Effective January 1, 2002, we also integrated our small business
operations, which we had previously included as part of our Corporates & Markets
division, with our Private Clients division to form a new Private and Business
Clients division. The goal of this reorganization is to increase fee and
commission income by creating cross-selling opportunities through joint
provision of services to both small business and private client customers and by
offering a wider range of commission-related services together with additional
advisory expertise.
In addition, effective January 1, 2002, we merged the home loan savings
businesses of the Allianz Group and Dresdner Bank, which provide home loans at
favorable rates to customers with home loan savings accounts, into a new entity,
Allianz Dresdner Bauspar AG, within the new Private and Business Clients
division. In 2001, we included the home loan savings business of the Allianz
Group other than Dresdner Bank in our Private Clients division, while the home
loan savings business of Dresdner Bank was reported with our other real estate
activities in the real estate business line of our Other division.
On August 1, 2002, we also merged our mortgage banking subsidiary, Deutsche
Hyp, which was a part of our Other division, with the mortgage banking
subsidiaries of Commerzbank and Deutsche Bank into a single entity, Eurohypo.
The assets and liabilities of the former Deutsche Hyp were accordingly
deconsolidated as of August 1, 2002. In connection with the merger, we provided
a guarantee of up to E351 million for loan losses relating to the portfolio of
Deutsche Hyp. We account for our remaining interest of approximately 28% of
Eurohypo using the equity method. Following the merger, the real estate business
line of our banking segment was dissolved. See "-- Other -- Description of
Business -- Real Estate."
In September 2002, in conjunction with the restructuring measures described
below, we announced that certain performing loans to non-strategic customers and
non-performing loans as well as certain private equity investments held
primarily by our Corporates & Markets division and certain undrawn loan
commitments would be bundled together in the new IRU within our banking segment,
effective in 2003. The aim of the IRU is to free up risk capital through the
reduction of risk-weighted assets by restructuring non-performing loans to
strategic customers
80
with the intent of returning such loans to the business units from which they
originated, while maximizing the recovery from remaining non-performing loans,
as well as non-strategic customer loans, through repayment, sale, hedging,
securitization and other means. Loans to be bundled together in the IRU are
primarily performing loans to non-strategic clients, such as small-
capitalization clients in Latin America, Asia and the United States, as well as,
to a lesser extent, loans to corporate and private clients that are currently
non-performing. The IRU is expected to initially include approximately E31
billion, consisting of approximately E22 billion of loans, (including
approximately E7 billion of non-performing loans and approximately E1 billion of
potential problem loans) and approximately E1 billion of other non-strategic
assets, including private equity investments, and approximately E8 billion of
un-drawn commitments.
In other initiatives, we combined the private equity operations of the
Allianz Group and Dresdner Bank into Allianz Private Equity Holding in April
2002 and merged our information technology companies AGIS and DREGIS effective
January 1, 2003.
In May 2003, we announced that our mid-sized corporate clients business,
which we had previously included as part of our Corporates & Markets division,
would be integrated into our Private & Business Clients division, effective
October 2003, to serve our mid-sized corporate clients more efficiently.
COST-CUTTING AND RESTRUCTURING MEASURES
In 2002, in order to increase operating efficiency and cut costs in our
banking segment, Dresdner Bank supplemented its existing restructuring programs
introduced in 2000 and 2001 with new initiatives affecting major parts of its
banking operations. For these combined initiatives, Dresdner Bank has announced
plans to eliminate an aggregate of approximately 11,000 positions and to
significantly improve the operating efficiency of Dresdner Bank by 2004. An
aggregate of approximately 7,050 positions had been eliminated under these
initiatives as of December 31, 2002. We believe that we have made significant
progress in 2002 toward reaching these goals, and we intend to continue striving
in 2003 toward the successful completion of our cost-cutting initiatives.
In order to align costs more closely with the two major operating divisions
of our banking segment, in 2002 we recorded restructuring charges associated
with our cost-cutting and restructuring plans within the respective operating
divisions of our banking segment. Restructuring charges originally reflected in
net income of our Other division in 2001 have accordingly been reclassified to
our Private and Business Clients division and our Corporates & Markets division
in order to facilitate comparison with the presentation of such charges in 2002.
For additional information on restructuring charges recorded in 2002, see
"-- Results of Operations -- Year Ended December 31, 2002 Compared to Year Ended
December 31, 2001 -- Other Expenses." For additional information on
restructuring charges generally, see also Note 21 to our consolidated financial
statements.
The principal cost-cutting and restructuring measures implemented in 2002
were as follows:
- In September 2002, we announced further initiatives involving the
elimination of an additional approximately 3,000 positions in our banking
segment, including approximately 2,100 positions in our Corporates &
Markets division, 300 positions in our Private and Business Clients
division and 600 positions in our Other division. The goal of the
initiatives is to further reduce administrative expenses without reducing
operating income. In connection with the elimination of the first 1,500
of these positions, we recorded restructuring charges of approximately
E199 million in 2002. We recorded an additional approximately E8 million
in charges associated with the termination of a further 111 of these
3,000 positions in the first half of 2003. We expect to record the
remaining charges
81
under these plans when such charges qualify under IFRS. Approximately
1,050 employees had been terminated pursuant to these plans as of April
30, 2003.
- In April 2002, as part of our ongoing cost-cutting measures, we announced
the elimination of an additional approximately 200 positions in our
Corporates & Markets division. Costs associated with eliminating these
positions of approximately E17 million were recorded within Acquisition
costs and administrative expenses in 2002 without establishing
restructuring provisions. All 200 of these positions had been eliminated
as of December 31, 2002. See "-- Results of Operations -- Year Ended
December 31, 2002 Compared to Year Ended December 31, 2001 -- Acquisition
Costs and Administrative Expenses."
Over the course of 2002, we also continued to implement the comprehensive
restructuring plans introduced by Dresdner Bank in 2001 and 2000 to reduce
administrative expenses:
- In September 2001, we announced plans involving an aggregate reduction of
approximately 1,300 positions throughout our banking segment. In the
course of 2001, only our restructuring plans at our German subsidiaries
were sufficiently detailed to qualify for restructuring charges to be
recorded under IFRS. Pursuant to such qualifying plans, we recorded
charges of E31 million in 2001 for the elimination of approximately 240
positions in branch and support functions at our German subsidiaries.
Pursuant to plans that qualified for restructuring charges in 2002, we
recorded further charges of E73 million in connection with the
elimination of approximately 1,000 positions. In addition, we expect to
record charges for the elimination of the approximately 60 remaining
positions in 2003 when such charges qualify under IFRS. Of the 1,300
positions to be eliminated under these plans, approximately 900 positions
had been eliminated as of April 30, 2003.
- In 2001, in connection with the reorganization of our Corporates &
Markets division discussed above (see "-- Reorganization of Business
Divisions"), we recorded charges of approximately E118 million for the
elimination of approximately 1,500 positions, primarily in front and back
office support functions. Additional charges of approximately E6 million
associated with the reorganization were recorded in 2002 to reflect a
revised estimate of costs associated with leased property. For additional
information on the restructuring charges recorded in 2001, see
"-- Results of Operations -- Year Ended December 31, 2001 -- Other
Expenses." Of the 1,500 positions to be reduced under this
reorganization, all 1,500 had been eliminated as of December 31, 2002.
- In 2000, Dresdner Bank announced a restructuring plan calling for
consolidation of its German branch network and related back-office
activities in Germany, including closing approximately 300 of our German
branches, and the discontinuation of commercial lending activities
outside of Europe that are not directly related to investment banking, by
2004. These measures included aggregate job cuts of approximately 5,000
employees. Restructuring charges for the plan were initially recorded by
Dresdner Bank in 2000, with further charges of approximately E10 million
recognized during 2002. Of the charges recorded in 2000, we recorded
releases of E76 million in 2002 and E5 million in 2001. The releases
recorded in 2002 reflected primarily a decision not to implement plans to
relocate certain banking operations in New York and changes in estimates
of costs associated with the consolidation of back-office functions in
Germany. The releases recorded in 2001 were attributable to changes in
estimates of employee termination costs in connection with the
discontinuation of our commercial lending activities outside Europe. As a
result of this plan, we reduced the total number of German branch
locations from approximately 1,350 at December 31, 1999 to approximately
1,000 at December 31, 2002. Of the aggregate 5,000 positions to be
eliminated under this plan, approximately 4,200 positions had been
eliminated as of April 30, 2003.
In February 2003, as part of the continued reorganization of our business
structure to focus on our two operating divisions, we announced the closure of
our wholly owned subsidiary
82
Lombardkasse AG (or Lombardkasse), a broker-dealer specializing in securities
custody and clearing transactions. The closure was effective in February 2003
and involved the termination of approximately 80 employees. Charges of
approximately E40 million were recorded within other expenses in 2002 in
connection with the termination of certain service contracts associated with the
closure. See "-- Results of Operations -- Year Ended December 31, 2002 Compared
to Year Ended December 31, 2001 -- Other Expenses."
In addition, in February 2003, as part of our efforts to focus on the
Allianz and Dresdner Bank brands, we announced plans to integrate the activities
of our direct banking subsidiary Advance Bank and Financial Planner into the
Allianz Group in 2003. We plan to incorporate the approximately 900 employees of
Advance Bank and Financial Planner into the joint sales network of Allianz and
Dresdner Bank. In connection with this initiative, we estimate that we may
record total charges of approximately E70 million.
We had approximately 47,000 employees at December 31, 2002 in our banking
segment, compared to approximately 52,300 employees (including part-time
employees and employees on leave) at December 31, 2001.
COMPETITION
We are subject to intense competition in all aspects of our banking
business from both bank and non-bank institutions that provide financial
services and, in some of our activities, from government agencies. Substantial
competition exists among a large number of commercial banks, savings banks,
other public sector banks, brokers and dealers, investment banking firms,
insurance companies, investment advisors, mutual funds and hedge funds to
provide the types of banking products and services that we offer in our banking
operations. In our Private and Business Clients division, our main competitors
are Deutsche Bank, HypoVereinsbank, Commerzbank, Citibank and German savings and
cooperative banks. In our Corporates & Markets division, our main competitors
for large multinational corporate and financial institution clients are Deutsche
Bank, Goldman Sachs, Morgan Stanley, Merrill Lynch, Citigroup and Commerzbank,
while our main competitors for medium-sized corporate clients are Deutsche Bank,
Commerzbank and HypoVereinsbank, as well as German public state banks and
savings and cooperative banks. Competition is based on a number of factors,
including distribution systems, transaction execution, products and services,
innovation, reputation and price. In recent years, we have generally experienced
intensifying price competition as competitors have sought to increase their
market share. We believe this trend will continue.
83
RESULTS OF OPERATIONS
The following table sets forth certain financial information for our
banking operations for the years indicated.
YEAR ENDED DECEMBER 31
----------------------------
2002 2001(1) 2000
------- ------- ------
(E IN MILLIONS)
Interest and similar income................................. 13,336 9,085 1,502
Income (net) from investments in affiliated enterprises,
joint ventures, and associated enterprises................ 2,071(2) 1,016 122
Other income from investments............................... 1,430 628 25
Trading income.............................................. 1,081 244 7
Fee and commission income, and income resulting from service
activities................................................ 2,925 1,474 2
Other income................................................ 432 308 64
------- ------- ------
Total income.............................................. 21,275 12,755 1,722
------- ------- ------
Interest and similar expenses............................... (9,509) (6,766) (1,257)
Other expenses for investments.............................. (2,225) (465) (33)
Loan loss provisions........................................ (2,222) (588) (21)
Acquisition costs and administrative expenses............... (7,581) (3,446) (170)
Amortization of goodwill.................................... (241) (70) 8
Other expenses.............................................. (1,034) (1,193) (125)
------- ------- ------
Total expenses............................................ (22,812) (12,528) (1,598)
------- ------- ------
Earnings from ordinary activities before taxation........... (1,537) 227 124
Taxes....................................................... 154 6 67
Minority interests in earnings.............................. 25 (453) (90)
------- ------- ------
Net income (loss)........................................... (1,358) (220) 101
======= ======= ======
---------------
(1) Reflects the inclusion of Dresdner Bank in our consolidated financial
statements as of July 23, 2001.
(2) Includes a realized gain of E1,912 million resulting from the transfer in
August 2002 of substantially all of Dresdner Bank's German asset management
subsidiaries to ADAM. See "-- Asset Management Operations." The gain on this
transfer was eliminated at the Group level. In addition, this item includes
a realized gain of E244 million resulting from the merger of Deutsche Hyp
into Eurohypo in August 2002. See "-- Other -- Description of Business --
Real Estate."
YEAR ENDED DECEMBER 31, 2002 COMPARED TO YEAR ENDED DECEMBER 31, 2001
In the following section, we discuss the consolidated results of our
banking operations for the years ended December 31, 2002 and 2001. This
discussion focuses on factors and trends that affected our consolidated banking
results for the full year 2002 compared to the part-year period after our
acquisition of Dresdner Bank on July 23, 2001, since our banking operations
prior to our acquisition of Dresdner Bank were not significant. As discussed
below, our banking results in 2002 were significantly affected by the merger
into Eurohypo and deconsolidation on August 1, 2002 of our former mortgage
banking subsidiary Deutsche Hyp (see "-- Other -- Description of
Business -- Real Estate"), as well as the E1,912 million of realized gains
recorded in connection with the transfer in August 2002 of Dresdner Bank's
German asset management subsidiaries to ADAM (see "-- Asset Management
Operations").
84
Net interest and current income. We measure interest and current income in
our banking operations on a net basis. Net interest and current income consists
of interest and similar income, income from affiliated enterprises, joint
ventures and associated enterprises, less interest and similar expenses.
The following table shows net interest and current income and its income
statement components for the years indicated:
YEAR ENDED
DECEMBER 31,
------------------
2002 2001(1)
------- -------
(E IN MILLIONS)
Interest and similar income................................. 13,336 9,085
Income (net) from investments in affiliated enterprises,
joint ventures and associated enterprises................. 2,071(2) 1,016
Interest and similar expenses............................... (9,509) (6,766)
------- ------
Net interest and current income........................ 5,898 3,335
======= ======
---------------
(1) Reflects the inclusion of Dresdner Bank in our consolidated financial
statements as of July 23, 2001.
(2) Includes a realized gain of E1,912 million resulting from the transfer in
August 2002 of substantially all of Dresdner Bank's German asset management
subsidiaries to ADAM. See "-- Asset Management Operations." The gain on this
transfer was eliminated at the Group level. In addition, this item includes
a realized gain of E244 million resulting from the merger of Deutsche Hyp
into Eurohypo in August 2002. See "-- Other -- Description of Business --
Real Estate."
Interest and similar income consists primarily of income from loans and
advances to banks and to customers and investment securities. Interest and
similar income from our banking operations was E13,336 million in 2002,
reflecting primarily a decrease of approximately E79,700 million, or
approximately 19%, of our average interest-earning assets due to the
deconsolidation of Deutsche Hyp as of August 1, 2002 and decreasing interest
yields in the major markets in which we operate. Of this amount, income from
loans and advances to customers accounted for E7,092 million. Interest and
similar income on loans and advances to customers was adversely affected by both
a decrease in average interest yields and a decrease in average volume due
primarily to the deconsolidation in August 2002 of Deutsche Hyp, which affected
primarily our German operations. Income from lending and money market
transactions was E1,073 million, substantially all of which related to
transactions with banks. Interest income from lending and money market
transactions was also adversely affected by both a decrease in average interest
yields and a decrease in average volume. Interest and similar income from
investment securities was E2,232 million, consisting primarily of income from
fixed-interest government securities of E1,951 million and corporate debt
securities of E50 million, reflecting the significance of fixed-income
securities in our portfolio despite decreased volume in our German operations
due to the deconsolidation in August 2002 of Deutsche Hyp. Dividends from equity
securities, which are included in interest and similar income, were E206
million, reflecting primarily a decline in investments in equity securities.
Net income from investments in affiliated enterprises, joint ventures and
associated enterprises, which consists primarily of realized gains and losses
from the disposition of such investments, was E2,071 million in 2002, reflecting
primarily a realized gain of E1,912 million resulting from the transfer in
August 2002 of substantially all of Dresdner Bank's German asset management
subsidiaries to ADAM. See "-- Asset Management Operations." The gain on this
transfer was eliminated at the Group level. In addition, net income from
investments in affiliated enterprises, joint ventures and associated enterprises
included a realized gain of E244 million
85
resulting from the merger of Deutsche Hyp into Eurohypo in August 2002. See
"-- Other -- Description of Business -- Real Estate."
Interest and similar expense consists primarily of interest expense on
certificated liabilities, deposits, repurchase agreements and derivatives
qualifying for hedge accounting treatment. Interest and similar expense was
E9,509 million in 2002, consisting primarily of interest expense of E4,075
million on deposits, E3,633 million on certificated liabilities, consisting of
long-term bonds and certificated money-market instruments, as well as long-term
subordinated liabilities (E578 million) and profit participation certificates
(E133 million), which reflected in each case the impact of a general decline in
interest rates as well as declining volumes. The decline in volumes was due
primarily to a decrease of approximately E76,200 million, or 21%, in our average
interest-bearing liabilities due to the deconsolidation in August 2002 of
Deutsche Hyp and reduced funding requirements as a result of reduced lending
activities. The impact of the deconsolidation was particularly evident in
certificated liabilities and in liabilities to customers. Other interest expense
was E1,090 million.
Net interest and current income from our banking operations was E5,898
million in 2002, reflecting primarily decreased interest and similar income due
to lower interest rates and decreased lending volumes, which were more than
offset by income from investments in affiliated enterprises, joint ventures and
associated enterprises of E2,071 million, reflecting realized gains from the
transfer in August 2002 of substantially all of Dresdner Bank's German asset
management subsidiaries to ADAM (E1,912 million) and the merger in August 2002
of Deutsche Hyp into Eurohypo (E244 million), as well as decreased interest and
similar expense due to decreased average liability volumes and lower average
interest rates.
We define our net interest spread and our net interest margin by reference
to the information set forth in "-- Selected Statistical Information Relating to
Our Banking Operations -- Average Balance Sheet and Interest Rate Data." Our net
interest spread, which consists of the difference between the average interest
rate earned on average interest-earning assets of 4.0% and the average interest
rate paid on average interest-bearing liabilities of 3.7%, was 0.3% in 2002,
reflecting an overall reduction in interest income from higher-yielding loans to
customers and investment securities, due primarily to the deconsolidation in
August 2002 of Deutsche Hyp, reduced lending volumes and an overall decline in
the interest rate environment. Our net interest margin, which we define as net
interest income, including net interest income on trading assets and trading
liabilities, as a percentage of average interest-earning assets, was 0.7% in
2002. For further information concerning the net interest spread and net
interest margin in our banking business for 2002 and prior years, see
"-- Selected Statistical Information Relating to Our Banking Operation -- Net
Interest Margin."
Other Income from Investments. Other income from investments consists
primarily of realized gains on investments. Other income from investments was
E1,430 million in 2002, primarily as a result of E1,265 million of realized
gains on the disposition of equity securities available for sale, including
intercompany transfers to reposition equity investments within the Group in the
course of 2002, and an additional E116 million on the disposition of government
debt securities available for sale. The gains on these intercompany transfers
were eliminated at the Group level.
Trading Income. Trading income comprises mainly realized and unrealized
gains and losses from trading in interest and equity products, foreign exchange
and precious metals, and the effects of derivative contracts that do not qualify
for hedge accounting. Trading income is net of interest expense and includes
both proprietary trading revenues and margins realized from trades made on
behalf of customers. Trading income was E1,081 million in 2002, reflecting
primarily the full-year consolidation of Dresdner Bank in 2002 and a significant
increase in trading income from interest products such as government bonds and
corporate bonds, as well as derivatives on interest products. Trading income
from interest products was E738 million in 2002,
86
reflecting an increase in the trading volume of interest products due to ongoing
weakness in the equity securities markets. Income from trading in equity
products was a loss of E49 million. Income from foreign exchange and precious
metals trading was E301 million, while income from the effects of derivative
contracts that do not qualify for hedge accounting declined to E90 million,
reflecting the decrease in income from derivative instruments that do not
qualify for hedge accounting and are therefore recorded at fair value. Gains or
losses on such financial instruments arising from valuation at fair value are
included in trading income. For additional information on trading income in our
banking operations, see Note 28 to our consolidated financial statements.
Fee and Commission Income, and Income from Service Activities. Fee and
commission income, and income from service activities from our banking
operations comprises mainly fees and commissions from our securities, lending,
transaction banking, underwriting and mergers and acquisitions advisory
businesses. Fee and commission income, and income from service activities was
E2,925 million in 2002. Fee and commission income from our securities business
was E1,066 million for this period, reflecting decreased transaction volume in
our equity products business due to the continuing reluctance of German clients
to engage in equity securities transactions in light of market conditions. Fee
and commission income from our mergers and acquisitions advisory businesses
(E252 million) and our underwriting business (E104 million) also was negatively
affected as a result of slowing market activity in the underwriting and advisory
businesses in 2002. In addition, fee and commission income included commission
income on account and payment transactions (E390 million), insurance, real
estate and other brokerage commissions (E232 million), commissions earned from
lending (E196 million), commissions earned for asset management products from
third-party customers (E207 million) and commissions earned from our ADAM
segment for marketing and selling their asset management products (E113
million).
Other Income. Other income from our banking operations was E432 million,
consisting primarily of income from releasing or reducing miscellaneous accrued
liabilities (E53 million), non-trading foreign currency transaction gains (E36
million), gains from disposals of fixed assets (E28 million) and other income
(E279 million).
Other Expenses for Investments. Other expenses for investments from our
banking operations consist of realized losses and impairment writedowns on
securities and other investments. Other expenses for investments were E2,225
million in 2002, reflecting E1,129 million of impairment writedowns, primarily
on equity securities, and E1,096 million of realized losses, mainly on
investments in equity securities. The realized losses on equity securities
reflected primarily realized losses on two major shareholdings as part of
intercompany transfers to reposition equity investments within the Group in the
course of 2002. The losses on intercompany transfers were eliminated at the
Group level.
Loan Loss Provisions. Loan loss provisions in our banking operations
consists of specific loan loss provisions, country loan loss provisions and
general loan loss provisions. In addition, provisions for contingent liabilities
relating to our lending business are included in this category. We establish
specific loan loss provisions if we consider it probable that specifically
identified borrowers are no longer able to make their contractually agreed upon
interest and principal payments. We establish general loss provisions to provide
for incurred but unidentified losses that are inherent in the loan portfolio as
of the relevant balance sheet date. We establish country risk provisions for
transfer risk, which is a measure of the likely ability of a borrower in a
certain country to repay its foreign currency-denominated debt in light of the
economic or political situation prevailing in that country, on the basis of our
country rating system that incorporates current and historical economic,
political and other data to categorize countries by risk profile. For the year
ended December 31, 2002, additions to net loan loss provisions in our banking
segment were E2,222 million, consisting of E3,106 million of new provisions,
offset in part primarily by releases of E810 million of existing provisions and
recoveries of E74 million.
87
We recorded new specific loan loss provisions of E2,889 million in 2002, of
which E2,151 million related to corporate borrowers, particularly in the
telecommunications, media and construction sectors, reflecting the continued
weakness in the global economy, deteriorating credit quality of borrowers and
increased insolvencies. We also recorded specific provisions of E665 million
relating to private individuals and E73 million relating to banks. Country loan
loss provisions were a net release of E97 million in 2002, reflecting releases
of E208 million, due primarily to country upgrades, decreased lending volumes
and other reductions of exposures subject to country risk provisions, offset in
part by increased provisions of E111 million primarily relating to exposures in
Brazil. Net general loan loss provisions were E89 million in 2002, based
primarily on historical loss experience and management's assessment of the
credit quality of the loan portfolio caused by the deteriorating condition of
the global economy. Of the additional net loan loss provisions of E2,222 million
in 2002, we recorded E1,592 million in our Corporates & Markets division,
primarily in Germany, Latin America and the United States, E561 million in our
Private and Business Clients divisions, primarily in Germany, and E69 million in
our Other division. A total of approximately E1,259 million of the net specific
loan loss provisions in 2002 related to borrowers in Germany.
The continuing weakness in the loan portfolio of our banking segment is
evidenced by the increase in our non-performing loans and potential problem
loans in 2002. For additional information on non-performing loans and potential
problem loans, see "-- Selected Statistical Information Relating to Our Banking
Operations -- Risk Elements." At December 31, 2001, our non-performing loans and
potential problem loans were E13,655 million and E2,876 million, respectively,
which included approximately E3,306 million of non-performing loans and E670
million of potential problem loans, respectively, attributable to the loan
portfolio of Deutsche Hyp. Excluding Deutsche Hyp, at December 31, 2001, our
non-performing loans and potential problem loans were E10,349 million and E2,206
million, respectively. At December 31, 2002, following the deconsolidation of
Deutsche Hyp on August 1, 2002, our non-performing loans and potential problem
loans were E11,625 million and E2,437 million, respectively. On a comparable
basis, excluding loans attributable to Deutsche Hyp, these amounts represented a
net increase of E1,276 million, or 12.3%, in non-performing loans and E231
million, or 10.5%, in potential problem loans from year-end 2001. At December
31, 2002, the ratio of the total allowances for loan losses to total loans was
approximately 5.2%, while the ratio of the total allowances for loan losses to
total non-performing loans was approximately 59.9%, in each case reflecting the
deconsolidation of Deutsche Hyp. These percentages represented an increase from
the corresponding ratio of 4.5% and a decrease from the corresponding ratio of
68.5%, respectively, at December 31, 2001, on a comparable basis excluding loans
and allowances for loan losses attributable to Deutsche Hyp.
Since 2000, Dresdner Bank has charged off loans when, based on management's
judgment, all economically sensible means of recover have been exhausted. Prior
to 2000, Dresdner Bank charged off loans only when all legal means of recovery
had been exhausted. This change in practice has affected both the timing and
amount of charge-offs in the years 2000 to 2002, and in 2002 also affected the
level of our non-accrual loans. In 2002, our banking segment's gross charge-offs
were E1,889 million. See "-- Selected Statistical Information Relating to the
Our Banking Operations -- Summary of Loan Loss Experience."
To reduce our exposure to credit risks, we have taken a variety of steps in
2002 and 2003, including reducing our loans to corporate borrowers in the United
States, Argentina and Brazil. In addition, in 2003, we began the process of
reorganizing certain performing loans to non-strategic customers, non-performing
loans and certain other non-strategic assets into the IRU. See
"-- Reorganization of Business Divisions." For additional information, see
"-- Selected Statistical Information Relating to Our Banking
Operations -- Summary of Loan Loss Experience."
Acquisition Costs and Administrative Expenses. Acquisition costs and
administrative expenses in our banking segment, which consist primarily of
personnel expenses and operating
88
expenses, were E7,581 million in 2002. Personnel expenses amounted to E4,335
million, reflecting primarily decreased wages and salary expenses, social
security and pension expenses due to a reduction in headcount as a result of our
ongoing cost-cutting and restructuring measures and the expiration of the bonus
and retention agreements with Dresdner Bank executives and key management
personnel made after merger negotiations with Deutsche Bank in 2000. These
decreases were offset in part by continuing bonus and retention payments made in
connection with the acquisition of Wasserstein Perella & Co. in January 2001.
Bonus and retention payments recorded in 2002 amounted in the aggregate to
E1,058 million. Operating expenses were E3,246 million, consisting mainly of
occupancy-related costs (E1,263 million), depreciation expenses (E395 million),
fee and commission expenses (E267 million), marketing and advertising expenses
(E249 million), expenses for amortization of software and other intangible
assets (E235 million), travel expenses (E143 million), consulting fees (E134
million), training costs (E125 million) and other operating expenses (E435
million). For a discussion of our restructuring program to reduce administrative
expenses, see "-- Cost-Cutting and Restructuring Measures."
Amortization of Goodwill. Amortization of goodwill in our banking
operations was E241 million in 2002, attributable primarily to the acquisition
of Dresdner Bank on July 23, 2001. See Note 3 to our consolidated financial
statements.
Other Expenses. Other expenses from our banking operations were E1,034
million in 2002, reflecting primarily restructuring charges of E245 million, and
writedowns of E202 million relating to an investment in a real estate property
owned by Dresdner Bank, as well as other expenses of E587 million, including E40
million of costs recorded in connection with the termination of certain service
contracts associated with the closure of Lombardkasse. Restructuring charges
recorded in 2002 consisted primarily of charges relating to cost-cutting
measures in our Corporates & Markets division (E288 million), offset in part by
releases of E87 million from restructuring plans initiated by Dresdner Bank in
2001 and 2000. For a discussion of our restructuring programs, see "-- Cost
Cutting and Restructuring Measures." See also Note 21 to our consolidated
financial statements.
Taxes. Taxes on our banking segment amounted to a tax credit of E154
million in 2002. The tax benefit was due to tax losses, for which a deferred tax
asset was recognized.
Minority Interests in Earnings. Minority interests in our banking segment
were a credit of E25 million in 2002.
Net Income. Net income for our banking operations was a loss of E1,358
million in 2002, reflecting the continued weakness in the capital markets and
the deteriorating credit quality of borrowers in Germany and our other major
markets. The loss was attributable primarily to a significant decline in income
in conjunction with a high level of net loan loss provisions (E2,222 million),
writedowns on investment securities (E1,129 million) and realized losses on
investment securities (E1,096 million), offset in part by realized gains from
the transfer of substantially all of Dresdner Bank's German asset management
subsidiaries to ADAM (E1,912 million), the merger of Deutsche Hyp into Eurohypo
(E244 million) and realized gains on equity securities (E1,265 million), as well
as a tax credit (E154 million). Although we were able to reduce administrative
expenses significantly over the course of 2002 as a result of cost-cutting and
restructuring measures (see "-- Cost Cutting and Restructuring Measures"), the
reduction in costs was not sufficient to offset the decline in income.
YEAR ENDED DECEMBER 31, 2001
In the following section, we discuss the consolidated results of our
banking operations for the year ended December 31, 2001. This discussion focuses
on factors and trends that affected our consolidated banking results after our
acquisition of Dresdner Bank on July 23, 2001, since our banking operations
prior to our acquisition of Dresdner Bank were not significant.
89
Net interest and current income. We measure interest and current income in
our banking operations on a net basis.
The following table shows net interest and current income and its income
statement components for the years indicated:
YEAR ENDED
DECEMBER 31,
----------------
2001(1) 2000
------- ------
(E IN MILLIONS)
Interest and similar income................................. 9,085 1,502
Income (net) from investments in affiliated enterprises,
joint ventures and associated enterprises................. 1,016 122
Interest and similar expenses............................... (6,766) (1,257)
------ ------
Net interest and current income........................ 3,335 367
====== ======
---------------
(1) Reflects the inclusion of Dresdner Bank in our consolidated financial
statements as of July 23, 2001.
Interest and similar income from our banking operations was E9,085 million
in 2001, reflecting primarily declining interest rates and decreasing loan
balances, offset in part by increased income from other interest-bearing
instruments. Of this amount, income from loans accounted for E5,566 million,
reflecting our reduction of non-core commercial lending activities outside of
Europe, together with intense competition for borrowers in most areas of
lending. Income from lending and money market transactions was E1,908 million,
of which E1,472 million related to increased volume of reverse repurchase
agreements. Interest income from securities available for sale was E1,291
million, consisting primarily of income from fixed-interest government
securities (E1,148 million), reflecting an increase in the volume of such
securities in our portfolio.
Net income from investments in affiliated enterprises, joint ventures and
associated enterprises was E1,016 million in 2001, reflecting primarily realized
gains of E866 million from the sale of equity holdings in Munich Re in
connection with our acquisition of Dresdner Bank on July 23, 2001. For
additional information on our disposition of ordinary shares of Munich Re in
2001, see "Major Shareholders and Related Party Transactions -- Transaction with
Munich Re."
Interest and similar expense was E6,766 million in 2001, consisting
primarily of interest expense of E3,837 million on certificated liabilities,
including long-term bonds and long-term subordinated liabilities, which
reflected the impact of declining interest rates. Interest expense on deposits
and from repurchase agreements was E2,079 million, reflecting primarily an
increase with respect to repurchase agreements in the volume of short term
transactions due to uncertain economic conditions, as well as a slight increase
in the average balance of deposits from customers, particularly non-German
corporate clients, offset in part by a decrease in deposits from banks.
Net interest and current income from our banking operations amounted to
E3,335 million in 2001. Excluding our sale of a part of our shareholding in
Munich Re, there was a downward trend in net interest and current income in 2001
due to a shift in the second half of the year from corporate and customer
lending to lower-yielding reverse repurchase agreements and investment
securities and a shift in funding from deposits from banks to repurchase
agreements.
Our net interest spread was 0.36% in 2001, reflecting a change in the mix
of interest income from higher-yielding loans to customers to lower-yielding
reverse repurchase agreements and trading assets, and a change in the mix of
funding from higher-yielding deposits from banks to lower-yielding repurchase
agreements. Our net interest margin was 0.45% in 2001. In each case, our net
interest spread and margin reflect income and expense from Dresdner Bank only
for the
90
period from July 23, 2001 to December 31, 2001, calculated as a percentage of
the average assets for such period. For a discussion of the interest spread and
margin in our banking business for the full year 2001 and prior years, see
"-- Selected Statistical Information Relating to Our Banking Operation -- Net
Interest Margin."
Other Income from Investments. Other income from investments amounted to
E628 million in 2001, primarily as a result of E406 million of realized gains on
the disposition of equity securities available for sale, including primarily
shareholdings of Dresdner Bank, and an additional E92 million on the disposition
of government debt securities available for sale.
Trading Income. Trading income was E244 million in 2001, reflecting
primarily income from other dealings in derivative financial instruments of E177
million, net of trading interest expense. Income from securities trading was E67
million, reflecting gains from foreign exchange and bond trading which more than
offset losses in the equity trading portfolio. For additional information on
trading income in our banking operations, see Note 28 to our consolidated
financial statements.
Fee and Commission Income, and Income from Service Activities. Fee and
commission income, and income from service activities amounted to E1,474 million
in 2001. Fee and commission income from our securities business was E623 million
for this period, reflecting decreased transaction volume in our mutual fund and
equity securities businesses due to the reluctance of German clients to engage
in securities transactions. Fee and commission income from our lending,
underwriting and mergers and acquisitions advisory businesses of E213 million,
also was negatively affected as a result of slowing market activity in the
underwriting and advisory businesses in 2001. In addition, fee and commission
income included commission income on account and payment transactions (E176
million), insurance and real estate commissions (E76 million), and commissions
earned from our asset management segment (E194 million).
Other Income. Other income from our banking operations in 2001 was E308
million.
Other Expenses for Investments. Other expenses for investments were E465
million in 2001, reflecting primarily E340 million of realized losses, mainly on
investments in equity securities and E125 million of impairment writedowns. The
realized losses on equity securities reflected primarily realized losses on
shareholdings of Dresdner Bank.
Loan Loss Provisions. For the year ended December 31, 2001, net loan loss
provisions in our banking segment were E588 million, consisting of E1,197
million of new provisions, offset in part primarily by releases of E593 million
of existing provisions. Provisions for loan losses in 2001 significantly
exceeded expectations in both our German and non-German loan portfolios, due
primarily to the continuing deterioration of the global economy. In our Dresdner
Bank operations, we added specific loan loss provisions of E562 million for
corporate borrowers and E308 million for private clients. All of our private
client provisions and the majority of our corporate provisions were incurred in
respect of German borrowers. A substantial part of our non-German corporate
provisions in 2001 were incurred in the United States, including approximately
E100 million related to one corporate borrower. We recorded net general loss
provisions of E33 million in 2001, based primarily on historical loss experience
and management's assessment of the credit quality of the loan portfolio caused
by the deteriorating condition of the global economy, and released net country
risk provisions of E92 million. To reduce our loan loss exposure, we took a
variety of steps in 2001, including reducing our loans to corporate borrowers in
the United States by approximately 25% for the year ended December 31, 2001. To
manage country risk, we also reduced our loan exposure in Latin American and
other problem loan countries, including Argentina, which helped to reduce the
impact on our banking operations of the Argentine financial crisis in late 2001.
For additional information, see "-- Selected Statistical Information Relating to
Our Banking Operations -- Summary of Loan Loss Experience."
91
Acquisition Costs and Administrative Expenses. Acquisition costs and
administrative expenses in our banking segment were E3,446 million in 2001.
Personnel expenses amounted to E2,045 million, reflecting primarily wages and
salary expenses, social security and pension expenses and bonus and retention
payments made to Dresdner Bank executives and key management personnel pursuant
to agreements made after merger negotiations with Deutsche Bank in 2000 and in
connection with the acquisition of Wasserstein Perella & Co. in January 2001.
Bonus and retention payments recorded in 2001 amounted in the aggregate to E744
million, of which E462 million were recorded in acquisition costs and
administrative expenses and E282 million in other expenses. See "-- Other
Expenses." Operating expenses were E1,401 million, consisting mainly of rental
expenses (E376 million), depreciation expenses (E205 million), fee and
commission expenses (E184 million), marketing and advertising expenses (E151
million), training and outsourcing expenses (E92 million) and travel expenses
(E84 million). For a discussion of our restructuring program to reduce
administrative expenses, see "-- Cost-Cutting and Restructuring Measures."
Amortization of Goodwill. Amortization of goodwill in our banking
operations was E70 million in 2001, attributable primarily to the acquisition of
Dresdner Bank on July 23, 2001.
Other Expenses. Other expenses from our banking operations were E1,193
million in 2001, reflecting primarily charges of E206 million recorded in
connection with the integration of Dresdner Bank into the Allianz Group,
restructuring charges of E132 million, expenses for amortization of software and
other intangible assets of E119 million and consulting fees of E60 million.
Other expenses also included bonus and retention payments of E282 million; we
recorded the additional bonus and retention payments noted above in acquisition
costs and administrative expenses. The integration costs of E206 million
comprised mainly consulting costs of E98 million and other non-staff costs of
E95 million relating primarily to integration of information technology systems.
We recorded additional charges in connection with the integration of Dresdner
Bank at Allianz AG, the results of which are shown in our property-casualty
business segment. See "-- Insurance Operations -- Property-Casualty Insurance
Operations -- Results of Operations -- Year Ended December 31, 2001 Compared to
Year Ended December 31, 2000 -- Acquisition Costs and Administrative Expenses."
Restructuring charges recorded in 2001 consisted primarily of charges relating
to the reorganization of our Corporates & Markets division (E118 million) and
other German subsidiaries (E31 million), offset in part by releases of E17
million from restructuring plans initiated in May 2000. For a discussion of our
restructuring programs, see "-- Cost Cutting and Restructuring Measures." See
also Note 21 to our consolidated financial statements.
Taxes. Taxes on our banking operations amounted to a tax credit of E6
million in 2001. The tax benefit was due to tax losses, for which a deferred tax
asset was recognized. Taxable income was reduced by tax-exempt capital gains.
Minority Interests in Earnings. Minority interests in our banking
operations were E453 million in 2001, reflecting primarily the application of
the minority interest ownership in Dresdner Bank during the period ended
December 31, 2001 to the historical cost basis of Dresdner Bank.
Net Income. Net income for our banking operations was a loss of E220
million in 2001, reflecting the weakness in the capital markets, particularly in
the second half of 2001. The loss was attributable primarily to reduced fee and
commission income (E1,474 million), due primarily to decreased transaction
volume attributable to clients' general reluctance to engage in securities
transactions, in combination with a high level of net loan loss provisions (E588
million). At the same time, administrative expenses were high (E3,446 million),
due largely to high personnel costs and bonus and retention payments, and we
incurred significant other expenses (E1,193 million), primarily in connection
with the integration of Dresdner Bank into the Allianz Group and the
implementation of measures to restructure our banking segment as discussed
above. See "-- Cost Cutting and Restructuring Measures."
92
BANKING OPERATIONS BY DIVISION
We conduct our banking operations through two principal operating business
divisions, Private and Business Clients and Corporates & Markets. Our Other
division includes income and expense items that are not attributable to one of
our operating divisions.
The following tables set forth certain key data concerning our banking
operations by division and by geographic region for the years indicated.
Consistent with our general practice, net revenue by division, and total income
and net revenue by geographic region are presented before consolidation
adjustments representing the elimination of transactions between Group companies
in different geographic regions and different segments, and net income by
geographic region is presented before those consolidation adjustments,
amortization of goodwill and minority interests. Net income by division is
presented before amortization of goodwill and minority interests.
BANKING OPERATIONS -- KEY DATA BY DIVISION
YEAR ENDED DECEMBER 31,
------------------------------------------------------------------
2002(1) 2001(2) 2000
------------------- ---------------------- -------------------
NET NET NET NET NET NET
REVENUE(3) INCOME REVENUE(3) INCOME(4) REVENUE(3) INCOME
---------- ------ ---------- --------- ---------- ------
(E IN MILLIONS)
Private and Business
Clients(5).................... 3,227 (304) 1,678 (160) -- --
Corporates & Markets(5)......... 3,598 (1,642) 1,725 (797) -- --
Other(5)........................ 2,349 804 1,861 1,260 432 183
----- ------ ----- ----- --- ---
Subtotal........................ 9,174 (1,142) 5,264 303 432 183
----- ------ ----- ----- --- ---
Amortization of goodwill........ -- (241) -- (70) -- 8
Minority Interests.............. -- 25 -- (453) -- (90)
----- ------ ----- ----- --- ---
Total........................... 9,174 (1,358) 5,264 (220) 432 101
===== ====== ===== ===== === ===
---------------
(1) Includes a realized gain of E1,912 million resulting from the transfer in
August 2002 of substantially all of Dresdner Bank's German asset management
subsidiaries to ADAM. See "-- Asset Management Operations." The gain on this
transfer was eliminated at the Group level. In addition, includes a realized
gain of E244 million resulting from the merger of Deutsche Hyp into Eurohyp
in August 2002. See "-- Other -- Description of Business -- Real Estate."
(2) Reflects the inclusion of Dresdner Bank in our consolidated financial
statements as of July 23, 2001.
(3) Consists of total income less interest and similar expenses, other expenses
for investments, fees and commission expenses and other investment-related
expenses.
(4) Restructuring charges of E14 million and E95 million originally reflected in
net income of our Other division have been reclassified to our Private and
Business Clients division and our Corporates & Markets division,
respectively, to facilitate comparison with the presentation of such charges
in 2002. In addition, integration charges of E44 million and E16 million
originally reflected in Net income of our Other division have been
reclassified to our Private and Business Clients division and our Corporates
& Markets division, respectively, to facilitate comparison with the
presentation of such charges in 2002.
(5) In order to facilitate comparison with the presentation of amounts in 2002,
amounts for 2001 have been reclassified to reflect the integration effective
January 1, 2002 of our small business operations, which we had previously
included as part of our Corporates & Markets division, with our former
Private Clients division to form our new Private and Business Clients
division.
93
BANKING OPERATIONS -- KEY DATA BY GEOGRAPHIC REGION(1)
YEAR ENDED DECEMBER 31,
------------------------------------------------------------------------------------------
2002 2001(2) 2000
---------------------------- ---------------------------- ----------------------------
TOTAL NET NET TOTAL NET NET TOTAL NET NET
INCOME REVENUE(3) INCOME INCOME REVENUE(3) INCOME INCOME REVENUE(3) INCOME
------ ---------- ------ ------ ---------- ------ ------ ---------- ------
(E IN MILLIONS)
Germany.............. 15,976 7,059 1,858 12,515 6,227 1,931 144 70 2
Rest of Europe....... 6,687 1,177 (999) 3,853 1,451 (434) 1,444 331 166
NAFTA................ 2,483 755 (1,527) 984 572 (218) -- -- --
Rest of World........ 1,164 206 (474) 544 245 (106) 134 31 15
Consolidation
adjustments(4)..... (5,035) (23) -- (5,141) (3,231) (870) -- -- --
------ ----- ------ ------ ------ ----- ----- --- ---
Total.............. 21,275 9,174 (1,142) 12,755 5,264 303 1,722 432 183
====== ===== ====== ====== ====== ===== ===== === ===
---------------
(1) Represents the location of the entity or branch that recorded the
transaction.
(2) Reflects the inclusion of Dresdner Bank in our consolidated financial
statements as of July 23, 2001.
(3) Consists of total income (less interest and similar expenses, other expenses
for investments, fees and commission expenses, other investment-related
expenses).
(4) Represents elimination of intercompany transactions between Group companies
in different geographic regions.
PRIVATE AND BUSINESS CLIENTS
DESCRIPTION OF BUSINESS
We serve our private and small business customers through our Private and
Business Clients division. In 2002, our Private and Business Clients division
accounted for approximately 35.2% of our net revenue from banking operations.
Our Private and Business Clients business is one of our two core banking
activities. We believe that rising levels of private wealth, increasing emphasis
on private retirement provision and an interest in equity securities and
investment funds are increasing long-term demand not only in Germany, but
throughout Europe for sophisticated, individualized investment and private
retirement provision advice. Focusing on structured investment and private
retirement provision advice is a core element of our Private and Business
Clients strategy. Our Private and Business Clients operations also continue to
grow in importance for the distribution of investment banking, asset management
and insurance products. We aim to bundle our banking know-how to provide private
individual and small business clients with similar advisory requirements with an
all-around selection of products and services for their business as well as
private financial needs. In 2002, we provided Private and Business Clients
banking products and services to approximately 5.7 million customers with more
than E49 billion of deposits and more than E93 billion of assets held under
custody.
Our Private and Business Clients customer base consists of high net worth
customers worldwide, individual customers in Germany (including affluent
customers) and small business customers.
PRODUCTS AND SERVICES
We offer a wide range of banking, asset management and insurance products
and services for high net worth, affluent and other private individual
customers. For our high net worth customers, we offer sophisticated,
personalized solutions through Dresdner Private Banking
94
International. Our services include advisory and discretionary portfolio
management, fund-based portfolio management, administration of trusts and
estates and structural asset analysis, including tax planning. For our affluent
customers, we provide structured financial advice based on a variety of
financial planning and investment tools and products, such as mutual funds,
mutual fund portfolio management, tax-advantaged products and alternative
investments. For our other private individual customers, our banking products
and services include deposit-taking, the transmission of payments, commercial
and consumer lending, mortgage lending and other property-related financing
services, credit card operations, securities brokerage and asset management
services and insurance. For our small business customers, we provide
comprehensive financial advice for their private and business needs, including
assistance with credit facilities and securities investment, company pension
scheme and insurance products and services. We allocate fees between our banking
segment and our asset management and insurance segments in the case of
cross-segment sales and distribution activities, e.g., the sale of proprietary
fund products or insurance policies through our Private and Business Client
distribution channels.
DISTRIBUTION
In our Private and Business Clients division, we distribute our products
primarily through our branch bank network and our on-site securities advisors,
as well as our network of ATMs. We also offer our banking products and services
through a variety of other Internet and electronic banking channels, Allianz
Group insurance agencies and call centers.
RESULTS OF OPERATIONS
YEAR ENDED DECEMBER 31, 2002 COMPARED TO YEAR ENDED DECEMBER 31, 2001
Net Revenue. Net revenue in our Private and Business Clients division was
E3,227 million in 2002, reflecting primarily flat net interest and current
income and fee and commission income, despite the weakness in the capital
markets, due primarily to the successful introduction of new products.
Net Income. Net income in our Private and Business Clients division
amounted to a loss of E304 million in 2002, primarily as a result of flat
income, in combination with a high level of loan loss provisions relating to
German borrowers, offset in part by reduced administrative expenses. The
increase in loan loss provisions was attributable in part to the inclusion in
2002 in our Private and Business Clients division of small business customers,
whose credit quality continued to deteriorate during the year.
YEAR ENDED DECEMBER 31, 2001
Net Revenue. Net revenue in our Private and Business Clients division was
E1,678 million in 2001, reflecting primarily the downward trend in net fee and
commission income due to decreased transaction volume attributable to German
clients' reluctance to engage in securities transactions.
Net Income. Net income in our Private and Business Clients division
amounted to a loss of E160 million in 2001, primarily as a result of declining
net fee and commission income, in combination with a high level of loan loss
provisions relating to German borrowers.
95
CORPORATES & MARKETS
DESCRIPTION OF BUSINESS
We serve our corporate and capital markets customers through our Corporates
& Markets division, into which we combined our former investment banking and
corporate clients business divisions in 2001. Through this combination, we aim
to take advantage of our access to corporate Europe, our strong credit rating,
our extensive capital markets experience around the world and our strong
position in Germany and the United Kingdom. In 2002, our Corporates & Markets
division accounted for approximately 39.2% of our net revenue from banking
operations.
Our Corporates & Markets division is focused on raising capital for
corporate and institutional customers in our core markets of Germany, the United
Kingdom and other countries in Western Europe and the United States. We offer a
wide range of investment banking, commercial banking and other capital markets
products and services to our Corporates & Markets customers. Our customer base
consists of approximately 20,000 client groups, most of which are domiciled in
Germany.
PRODUCTS AND SERVICES
Our Corporates & Markets division offers corporate finance advisory
services on mergers and acquisitions, divestitures, restructurings and other
strategic matters, securities underwriting and market making, securities and
derivatives trading, portfolio management, custodial services, and other capital
markets products and services. We also provide corporate loans, take deposits,
and provide our corporate customers with payment, management consulting, real
estate and other corporate banking services.
DISTRIBUTION
In our Corporates & Markets division, we rely on relationship managers and
sales teams working together with product specialists to develop in-depth
corporate finance expertise in both investment banking and commercial banking to
meet the capital markets needs of our clients. Our goal is to offer a full range
of capital markets products and services to our Corporates & Markets clients
worldwide. Our customers now have a choice of three complementary distribution
channels: standard "face-to-face" support by professional advisory staff, the
Internet, and our service centers.
RESULTS OF OPERATIONS
YEAR ENDED DECEMBER 31, 2002 COMPARED TO YEAR ENDED DECEMBER 31, 2001
Net Revenue. Net revenue in our Corporates & Markets division was E3,598
million in 2002, reflecting mainly decreased net interest earned and decreased
fee and commission income, particularly in our mergers and acquisitions and
other advisory business. Trading income from interest products was flat,
reflecting a shift into interest products as a result of the poor performance of
many equity indices.
Net Income. Net income in our Corporates & Markets division was a loss of
E1,642 million in 2002. Net income for our Corporates & Markets business
declined primarily as a result of decreased net interest earned and fee and
commission income, in conjunction with significant increases in net loan loss
provisions and writedowns on private equity investments as a result of
deteriorating economic conditions. Although we were able to reduce
administrative expenses significantly as a result of cost-cutting and
restructuring measures, the reduction in costs was not sufficient to offset the
decline in income.
96
YEAR ENDED DECEMBER 31, 2001
Net Revenue. Net revenue in our Corporates & Markets division was E1,725
million in 2001, reflecting mainly decreased fee and commission income,
particularly in our mergers and acquisitions and other advisory business, and
decreased trading income, particularly from equity securities, due to the weak
capital markets. These declines were offset in part by increased interest income
and trading income from fixed-income securities, reflecting a shift into fixed-
income securities as a result of the poor performance of many equity indices.
Net Income. Net income in our Corporates & Markets division was a loss of
E797 million in 2001. Net income for our Corporates & Markets business declined
primarily as a result of decreased fee and commission and trading income, in
conjunction with increases in net loan loss provisions and writedowns on private
equity investments as a result of deteriorating economic conditions, as well as
high personnel and other administrative expenses.
OTHER
DESCRIPTION OF BUSINESS
Our banking segment's Other division contains income and expense items that
are not directly assigned to our operating divisions, as well as our transaction
banking and, until August 2002, real estate business lines. Income and expense
items that are not directly assigned to our operating divisions include, in
particular, expenses for banking segment functions and projects affecting more
than one division, realized gains and losses from our strategic investment
portfolio and provisioning requirements for country and general risks. In
addition, other items contains charges for the restructuring measures that have
been introduced. See "-- Cost-Cutting and Restructuring Measures." In 2002, our
banking segment's Other division accounted for approximately 25.6% of our net
revenue from banking operations.
Real Estate. Until August 2002, we served our real estate customers
through our real estate business line, which comprised primarily the business
operations of our mortgage bank Deutsche Hyp and our German real estate fund
management subsidiary, DEGI Deutsche Gesellschaft fur Immobilienfonds GmbH (or
DEGI).
On August 1, 2002, we merged Deutsche Hyp with Rheinische Hypothekenbank
AG, the mortgage banking subsidiary of Commerzbank, and Eurohypo AG, the
mortgage banking subsidiary of Deutsche Bank, into a single entity, which
retained the name Eurohypo. We deconsolidated Deutsche Hyp, which had assets of
E79,134 million and liabilities of E76,784 million as of the date of the
deconsolidation, on August 1, 2002. We hold an ownership interest of
approximately 28% in Eurohypo, while Deutsche Bank and Commerzbank hold
approximately 38% and 32% respectively, with the remainder publicly traded. We
expect Eurohypo to develop over the next several years into a strong competitor
in the European commercial mortgage banking market by achieving economies of
scale and offering a broader product portfolio. Eurohypo retained the existing
residential and other private mortgage banking business of Deutsche Hyp at the
time of the merger, while our new residential and other private mortgage banking
operations were transferred to Allianz Leben. As of August 1, 2002, the real
estate business line in our Other division was dissolved. Our German real estate
fund management subsidiary DEGI remained in our banking segment's Other
division.
Transaction Banking. As a corporate service unit in Germany, our
transaction banking business line primarily provides our Private and Business
Clients and Corporates & Markets divisions, as well as ADAM and other Allianz
Group companies, with a wide variety of products and services relating to the
processing of securities business and payments transactions. Through our custody
business, we offer a comprehensive range of custody products and
97
services to national and international financial intermediaries. As of December
31, 2002, the total market value of securities under custody in Dresdner Bank
was E415 billion.
RESULTS OF OPERATIONS
YEAR ENDED DECEMBER 31, 2002 COMPARED TO YEAR ENDED DECEMBER 31, 2001
Net Revenue. Net revenue in our Other division was E2,349 million in 2002,
reflecting primarily realized gains of E1,912 million on the transfer in August
2002 of substantially all of Dresdner Bank's German asset management
subsidiaries to ADAM, E1,265 million on intercompany transfers of equity
securities and E244 million on the merger in August 2002 of Deutsche Hyp into
Eurohypo, offset in part primarily by realized losses on investment securities
(E1,096 million), writedowns of investment securities (E1,129 million) and the
negative effect on income attributable to the deconsolidation in August 2002 of
Deutsche Hyp.
Net Income. Net income in our Other division was E804 million in 2002. Net
income was positively affected by realized gains, offset primarily by writedowns
on investment securities and realized losses on investment securities.
YEAR ENDED DECEMBER 31, 2001
Net Revenue. Net revenue in our Other division was E1,861 million in 2001,
reflecting primarily realized gains of E866 million from the sale of shares of
Munich Re held by Dresdner Bank, other investment income of E628 million from
realized gains on our strategic investment portfolio, changes in the fair value
of non-qualifying hedge derivatives and interest income from our mortgage
lending operations, offset in part by other expense from investments of E465
million consisting of realized losses and writedowns of investments.
Net Income. Net income in our Other division was E1,260 million in 2001.
Net income was positively affected by the disposition of Munich Re shares and
other investment income, offset primarily by realized losses on investments of
E340 million, restructuring charges of E23 million and charges of E146 million
relating to the integration of Dresdner Bank into the Allianz Group.
ASSET MANAGEMENT OPERATIONS
ASSET MANAGEMENT OPERATIONS
Our asset management segment operates as a global provider of institutional
and retail asset management products and services to third-party investors and
provides investment management services to our insurance operations. We managed
approximately E989 billion of third-party assets and Group's own investments on
a worldwide basis as of December 31, 2002, with key management centers in
Munich, Frankfurt, London, Paris, Singapore, Hong Kong, Milan, Westport,
Connecticut, and San Francisco, San Diego and Newport Beach, California. Our
third-party assets under management have grown significantly in recent years,
with the exception of 2002, and were approximately E561 billion as of December
31, 2002. As measured by total assets under management at December 31, 2002, we
were one of the five leading asset managers in the world.
98
The following table sets forth certain key data concerning our asset
management operations at December 31 for the years indicated:
ASSETS UNDER MANAGEMENT: KEY DATA
DECEMBER 31,
-----------------------------------------------------
2002 2001(1) 2000
--------------- ----------------- ---------------
E % E % E %
(E IN MILLIONS)
Third-party assets(2)............... 560,588 56.7 620,458 55.1 336,424 48.0
Group's own investments(3).......... 403,061 40.7 480,876 42.7 341,283 48.7
Separate account assets(2)(4)....... 25,657 2.6 24,692 2.2 22,770 3.3
------- ----- --------- ----- ------- -----
Total............................... 989,306 100.0 1,126,026 100.0 700,477 100.0
======= ===== ========= ===== ======= =====
---------------
(1) Reflects the inclusion of Dresdner Bank in our consolidated financial
statements as of July 23, 2001.
(2) Assets are presented at fair value.
(3) Includes trading liabilities and adjustments to reflect real estate and
investments in affiliated enterprises, joint ventures and associated
enterprises at market value, and excludes certain loans to banks and loans
to customers. Amounts in 2001 have been revised to facilitate comparison
with the presentation of Group's own investments in 2002.
(4) Represents investments held on account and at risk of life insurance
policyholders.
Our asset management operations pursue two separate but related objectives.
In our third-party asset management business, we seek to leverage the power of
our portfolio management expertise, existing customer relationships and
distribution to maintain and further develop our position as a leading global
asset manager. In the management of our Group's own investments, we seek to
maximize long-term total return on our investments for the benefit of our
shareholders and policyholders, including the value of our portfolio of
financial and industrial equity participations, while remaining within the
Group's risk management guidelines.
We manage our third-party asset management business primarily through ADAM,
our wholly owned asset management subsidiary formed after our acquisition of
Dresdner Bank in July 2001. We reorganized our former financial services segment
in late 2001 under ADAM in order to integrate the asset management operations of
Dresdner Bank, to achieve new economies of scale and to extend the reach of our
distribution networks for asset management products and services. We
consolidated the assets and liabilities and results of operations of Dresdner
Bank's asset management business into our asset management segment as of July
23, 2001, the date of the acquisition. In August 2002, we transferred
substantially all of Dresdner Bank's German asset management subsidiaries to
ADAM. Debt outstanding as a result of this transfer was repaid in full as of
July 2003. The banking operations formerly included in our financial services
segment are now a part of our banking segment. See "-- Banking Operations." As
of December 31, 2002, ADAM managed approximately E513 billion, or 91%, of our
third-party assets under management and approximately E194 billion, or 48%, of
our Group's own investments. The remainder of our third-party assets are managed
by Dresdner Bank (approximately E24 billion, or 4%) and other Allianz Group
companies. The majority of our Group's own investments (approximately E209
billion, or 52%) continue to be managed by the respective investment management
units of Allianz Group insurance companies around the world.
We conduct our third party asset management business primarily through our
operating companies worldwide under the umbrella brand ADAM. As part of our
multi-regional strategy, however, we operate under multiple brand names in
different regions. In the United States, our main operating companies include
PIMCO, Nicholas-Applegate, Dresdner RCM Global Investors,
99
and Oppenheimer Capital. In Europe, we operate primarily through AGF Asset
Management, RAS Asset Management, Deutscher Investment Trust (or dit) and
Dresdner Bank Investment Management (or dbi), as well as Dresdner RCM Global
Investors and PIMCO. In Asia, after rebranding in 2002, our main brands are
Allianz Dresdner Asset Management, PIMCO and Meiji Dresdner Asset Management.
In October 2002, together with Guotai Junan Securities (or GTJA), we
established Guotai Junan Allianz Fund Management Co., a Shanghai-based joint
venture that was the first joint venture fund management company and the first
licensed fund manager with foreign participation in China. Through the
combination of GTJA's distribution network and our international asset
management expertise, we believe our joint venture is well positioned to make
successful inroads into this growth market.
RESULTS OF OPERATIONS
The following table sets forth certain summarized financial information for
our asset management operations for the years indicated:
YEAR ENDED DECEMBER 31,
-------------------------
2002 2001(1) 2000
------ ------- ------
(E IN MILLIONS)
Interest and similar income................................. 119 129 204
Income from affiliated enterprises, joint ventures and
associated enterprises.................................... (12) (3) 1
Other income from investments............................... 35 44 18
Trading income.............................................. (1) 10 16
Fee and commission income, and income from service
activities................................................ 2,918 2,479 1,420
Other income................................................ 126 79 63
------ ------ ------
Total income.............................................. 3,185 2,738 1,722
------ ------ ------
Interest and similar expenses............................... (89) (82) (61)
Other expenses for investments.............................. (22) (57) --
Net loan loss provision..................................... (2) -- --
Acquisition costs and administrative expenses............... (2,473) (1,954) (502)
Amortization of goodwill.................................... (377) (243) (89)
Other expenses.............................................. (551) (795) (1,043)
------ ------ ------
Total expenses.............................................. (3,514) (3,131) (1,695)
------ ------ ------
Earnings from ordinary activities before taxation........... (329) (393) 27
Taxes....................................................... 92 189 10
Minority interests in earnings.............................. (230) (182) (136)
------ ------ ------
Net income.................................................. (467) (386) (99)
====== ====== ======
---------------
(1) Reflects the inclusion of Dresdner Bank in our consolidated financial
statements as of July 23, 2001.
YEAR ENDED DECEMBER 31, 2002 COMPARED TO YEAR ENDED DECEMBER 31, 2001
Assets Under Management. Third-party assets under management, Group's own
investments and separate account assets decreased by E137 billion, or 12.2%, to
E989 billion at the end of 2002 from E1,126 billion at the end of 2001. The
decrease was due primarily to exchange rate movements (E77 billion with respect
to third-party assets), particularly a decline in the U.S. dollar, and
substantial price declines in the capital markets (E25 billion with respect to
third-
100
party assets), offset in part by significant net capital inflows of
approximately E56 billion into fixed-income funds. Of the decrease, E78 billion
represented a decrease in Group's own investments, while E59 billion represented
a decrease in third-party assets under management. Excluding the effects of
exchange rate movements, our third-party assets under management would have
increased by E18 billion, or 2.9%, to E638 billion at the end of 2002 due
primarily to net inflows of E43 billion, primarily into fixed-income funds.
Net Income. Asset management net income decreased by E81 million, to a net
loss of E467 million in 2002 from a net loss of E386 million in 2001, due
primarily to increased amortization of goodwill reflecting the acquisition and
full-year consolidation in 2002 of Dresdner Bank, as well as minority interest
in earnings related to the PIMCO Group. Total income, which consists primarily
of fee and commission income, and income from service activities, increased by
E447 million, or 16.3%, to E3,185 million in 2002 from E2,738 million in 2001,
reflecting primarily the full-year consolidation in 2002 of Dresdner Bank's
former asset management operations, offset in part by the lower average assets
under management due to the effects of exchange rate movements and price
declines in the capital markets. Total expenses increased by E383 million or
12.2%, to E3,514 million in 2002 from E3,131 million in 2001, due primarily to
the full-year consolidation in 2002 of Dresdner Bank's former asset management
operations, offset in part by restructuring measures implemented in the course
of 2002 at virtually all of our equity investment operations to increase
operational efficiency by reducing personnel and streamlining back-office
operations and product lines. Total expenses included acquisition-related
expenses of E824 million recorded in 2002. The acquisition-related expenses
consisted primarily of amortization of goodwill of E377 million associated with
the acquisitions of Dresdner Bank, PIMCO and Nicholas-Applegate and amortization
charges of E155 million relating to capitalized retention payments to key
executives of the PIMCO Group, which are being amortized over periods of five to
seven years from the date of the acquisition. Another E292 million were
retention and compensation payments for the management and employees of PIMCO
and Nicholas-Applegate. In addition, minority interest of E230 million in our
asset management operations was accounted for mainly by the minority interest in
PIMCO (E162 million) of PIMCO's former parent company, which continues to hold a
minority ownership interest in PIMCO. Our ownership interest in PIMCO was
recently restructured. Pursuant to such restructuring, neither Allianz nor
PIMCO's former parent company can put or call the entire ownership interest of
PIMCO's former parent company in PIMCO with effect prior to October 2004,
although either party may put or call up to US$250 million of such ownership
interest in any calendar quarter, beginning with the quarter ended March 31,
2003. On March 31, 2003, a subsidiary of Allianz AG received notice from the
former parent company of PIMCO that such former parent company had exercised its
right to put US$250 million of its remaining ownership interest in PIMCO to
Allianz, with payment therefor due by April 30, 2003. Such payment was made on
April 14, 2003. Excluding the effects of the acquisition-related expenses of
E824 million, earnings from ordinary activities before taxation from our asset
management operations would have been E495 million in 2002.
YEAR ENDED DECEMBER 31, 2001 COMPARED TO YEAR ENDED DECEMBER 31, 2000
Assets Under Management. Third-party assets under management, Group's own
investments and separate account assets increased by E426 billion, or 60.8%, to
E1,126 billion at the end of 2001 from E700 billion at the end of 2000. The
increase was due primarily to our acquisitions of Dresdner Bank and
Nicholas-Applegate, and to a lesser extent, an increase in the Group's own
investments and third-party assets under management. Of the increase, E140
billion represented growth in Group's own investments, while E284 billion
represented growth in third-party assets under management, primarily as a result
of the acquisition of Dresdner Bank (E211 billion), as well as the acquisition
of Nicholas-Applegate (E29 billion). Excluding the effects of these
acquisitions, as well as the effects of exchange rate movements (E16 billion),
101
our third-party assets under management would have increased by E28 billion, or
8.3%, to E364 billion at the end of 2001 due primarily to growth in fixed-income
investments in our PIMCO operations.
Net Income. Asset management net income decreased by E287 million, to a
net loss of E386 million in 2001 from a net loss of E99 million in 2000, despite
the increase in assets under management, primarily because costs rose more
quickly than income. Total income, which consists primarily of fee and
commission income, and income from service activities, increased by E1,016
million, or 59.0% to E2,738 million in 2001 from E1,722 million in 2000,
reflecting primarily the increased assets under management due to our
acquisition of Dresdner Bank. Total expenses increased by E1,436 million or
84.7%, to E3,131 million in 2001 from E1,695 million in 2000, due primarily to
increased expenses associated with our acquisition of Dresdner Bank. Total
expenses included acquisition-related expenses of E706 million recorded in 2001,
as well as costs incurred in connection with the establishment of ADAM and the
reorganization of our asset management operations as a result of our acquisition
of Dresdner Bank. The acquisition-related expenses included amortization of
goodwill of E243 million and compensation payments of E59 million associated
with the acquisitions of PIMCO and Nicholas-Applegate, amortization charges of
E374 million relating to capitalized retention payments to key executives of the
PIMCO Group, which are being amortized over periods of five to seven years from
the date of the acquisition, and an additional E30 million of expenses incurred
in connection with retention payments to key executives at Dresdner RCM
following our acquisition of Dresdner Bank in July 2001. In addition, minority
interest of E182 million in our asset management operations was accounted for
mainly by the minority interest in PIMCO (E142 million) of PIMCO's former parent
company, which continues to hold an approximately 30% ownership interest in
PIMCO. Excluding the effects of the acquisition-related expenses of E706
million, earnings from ordinary activities before taxation from our asset
management operations would have been E313 million in 2001, due primarily to
earnings at PIMCO.
THIRD-PARTY ASSETS
The following table sets forth certain key data concerning our third-party
assets under management at December 31 for the years indicated:
ASSET MANAGEMENT OPERATIONS -- KEY DATA BY GEOGRAPHIC REGION(1)
DECEMBER 31,
---------------------------------------
2002 2001 2000
----------- ----------- -----------
E % E % E %
--- ----- --- ----- --- -----
(E IN BILLIONS)
ADAM
Germany........................................ 80 14.3 96 15.5 8 2.4
Rest of Europe................................. 37 6.6 53 8.5 22 6.5
NAFTA.......................................... 388 69.1 409 66.0 297 88.4
Rest of World.................................. 8 1.4 26 4.2 -- --
--- ----- --- ----- --- -----
Subtotal.................................... 513 91.4 584 94.2 327 97.3
Other(2)......................................... 48 8.6 36 5.8 9 2.7
--- ----- --- ----- --- -----
Total....................................... 561 100.0 620 100.0 336 100.0
=== ===== === ===== === =====
---------------
(1) Represents location of Allianz Group asset management operations.
(2) Consists of assets managed by Dresdner Bank (E24 billion and E27 billion in
2002 and 2001, respectively) and other Allianz Group companies (E24 billion
and E9 billion in 2002 and 2001, respectively). The increase from 2001 to
2002 reflects a reclassification of certain companies from ADAM in 2001 to
other Allianz Group companies in 2002.
102
We have significantly grown our third-party assets under management in
recent years, both through acquisitions such as Dresdner Bank and
Nicholas-Applegate in 2001 and PIMCO in 2000, and through organic growth. We
intend to leverage the PIMCO, dit, Nicholas-Applegate and Dresdner RCM
franchises in further developing our third-party asset management business
through our flagship subsidiaries on a global basis. We believe that the
European markets offer especially attractive opportunities for third-party fund
managers. We also expect that investment fund products, in particular retirement
planning vehicles, will increase in importance in Europe. We expect this trend
to be supported by the increased demographic pressure that state-run pension
systems will face and the rising prevalence of defined contribution
arrangements. We believe that we are well positioned in third-party markets,
especially in Germany, France and Italy, and we are seeking to increase our
market share in these markets.
We are also developing our insurance and banking distribution capabilities,
including our dedicated advisory, branch bank and insurance networks in Europe,
as asset accumulation arms to further our asset management capabilities. Leading
examples of our activities in this area include our operations through Dresdner
Bank, where we have approximately 7,000 financial advisors in branch offices to
distribute our asset management, life insurance and other financial products;
our operations at RAS Group, with its independent network of licensed financial
advisors who distribute life insurance and financial products; and our
operations at the AGF Group in France, with its network of advisors offering
comprehensive financial planning services. See also "-- Banking Operations."
As a result of the reorganization of our asset management operations under
ADAM, we believe we are well positioned to deliver quality products and services
in all major asset classes for both retail and institutional clients. We aim to
provide our clients with first-class products on a global basis by fully
utilizing our distribution channels and leveraging the asset management
expertise of our specialized asset managers around the world.
We serve a comprehensive range of retail and institutional asset management
clients, including corporate and public pension funds, insurance and other
financial services companies, governments and charities, financial advisors and
private individuals. Our third-party asset management includes primarily equity,
fixed income, money market and sector products, as well as alternative
investments.
The following tables show our third-party assets under management by
investment category and by investor class at December 31 for the years
indicated:
DECEMBER 31,
---------------------------------------
2002 2001 2000
----------- ----------- -----------
E % E % E %
--- ----- --- ----- --- -----
(E IN BILLIONS)
Fixed income..................................... 405 72.2 377 60.8 240 71.3
Equity........................................... 141 25.1 218 35.2 96 28.7
Other(1)......................................... 15 2.7 25 4.0 -- --
--- ----- --- ----- --- -----
Total.......................................... 561 100.0 620 100.0 336 100.0
=== ===== === ===== === =====
---------------
(1) Includes primarily investments in real estate.
DECEMBER 31,
---------------------------------------
2002 2001 2000
----------- ----------- -----------
E % E % E %
--- ----- --- ----- --- -----
(E IN BILLIONS)
Institutional.................................... 403 71.8 466 75.2 269 80.1
Retail........................................... 158 28.2 154 24.8 67 19.9
--- ----- --- ----- --- -----
Total.......................................... 561 100.0 620 100.0 336 100.0
=== ===== === ===== === =====
103
Our third-party asset management subsidiary ADAM is organized globally into
three principal business lines: global equity, global fixed-income and global
retail (distribution). Each of our asset management business lines is led by a
global head. Together with ADAM's chief executive officer and chief operating
officer, who sets standards and coordinates corporate controlling and
administration, each of the global heads is also a member of ADAM's executive
committee, which is responsible for ADAM's strategic development and financial
performance. In addition, country organizations led by country managers provide
shared infrastructure and services. ADAM's management structure has been
designed to manage the complexity of its multi-regional, multi-product and
multi-channel business activities. Within this structure, ADAM maintains
significant incentives for entrepreneurship and encourages its business units to
operate autonomously.
PORTFOLIO MANAGEMENT
ADAM has globally consistent, well-structured and transparent investment
processes that are based on fundamental primary research. ADAM's goal is to
provide its clients with portfolios that consistently offer superior performance
in accordance with its clients' investment objectives. ADAM aims for
outperformance through active portfolio management coupled with comprehensive
risk management at all levels of the investment process. At December 31, 2002,
we had more than 560 portfolio managers and more than 200 analysts in major
markets worldwide providing a comprehensive range of actively managed
fixed-income and equity products and services.
Global Fixed Income
ADAM's fixed-income portfolio investment process is led by PIMCO, one of
the world's leading fixed-income investment managers. Our fixed-income product
range includes total return, short and long duration, regional,
country-specific, global and other geographic products, sector products
including government and corporate bonds and specialty funds such as high yield
and emerging markets. We deliver our fixed-income products in a broad range of
investment vehicles, including separate accounts, fixed-income mutual funds and
investment trusts.
Global Equity
Our equity portfolio investment products include all major investment
styles: value investment, growth investment and core investment. Our equity
product range comprises regional, country-specific, global and other geographic
products, sector products such as technology, biotechnology, capital equipment,
consumer goods, energy and materials, and finance, as well as large, medium and
small market capitalization funds. We deliver our equity products in a broad
range of investment vehicles.
DISTRIBUTION
In Europe, ADAM markets and services institutional products offered by its
asset management subsidiaries through specialized personnel located primarily in
its Frankfurt, London, Munich, Paris and Milan offices. European retail
distribution is provided primarily through the proprietary channels of the
Allianz Group, including branch bank advisors, full-time agents employed by
affiliated insurance companies and other Allianz Group financial planners and
advisors.
In Germany, ADAM and its predecessors have offered mutual funds since 1949.
The funds are distributed primarily through our branch bank network and our
full-time insurance agents. To strengthen these channels, ADAM provides asset
management specialists and support services, including call centers and client
services.
104
In France, AGF Asset Management markets a wide range of retail products to
individual investors through its own in-house network of financial advisors,
including full-time agents employed by AGF Group, brokers and specialist
networks.
In Italy, RAS Asset Management offers mutual funds, private banking
products, current accounts, credit and debit cards, brokerage services and real
estate financing. Retail products and services are marketed through affiliated
financial planners, financial advisors, banks and via the Internet.
In the United Kingdom and the United States, each of our ADAM asset
managers markets and services its institutional products through its own
specialized personnel. The institutional markets in the United Kingdom and the
United States are dominated by consultants, who advise their clients with regard
to investment strategy and asset allocation, conduct due diligence on and rank
portfolio managers, and conduct searches. As a result, ADAM portfolio managers
in these areas put emphasis on servicing consultants. In addition, in the United
States, ADAM asset managers offer a wide range of retail products. The principal
proprietary channel is PIMCO Funds, which distributes mutual funds managed by
its affiliates through broker-dealers, financial planners, 401(k) funds and
other intermediaries. We also provide "wrap" services through broker-dealers, by
managing all or a part of separate accounts maintained by broker-dealers for
their customers. In the United States, ADAM also advises mutual funds sponsored
by third parties, including other mutual fund families and insurance companies
offering variable annuity products.
ADAM has committed substantial resources to the build-out of a third-party
asset management business in Asia-Pacific. We have offices in Tokyo, Hong Kong,
Singapore, Taipei, Seoul and Sydney, which are being enlarged to accommodate
equity and fixed-income portfolio management as well as institutional and retail
distribution. In November 2002, we rebranded our fund management operations
across Asia-Pacific under the umbrella brand ADAM. ADAM is also seeking to
leverage its brand, investment know-how and customer relationships in China and
to exploit the opportunities in this growing asset management market.
COMPETITION
Our main competitors in the asset management business include Deutsche
Bank, AXA, UBS, Credit Suisse, Fidelity Investments, Citigroup, Merrill Lynch,
Capital Group and Amvescap. Each of these entities has large,
multi-jurisdictional and multi-product asset management operations, and most of
them compete with us for both retail and institutional clients.
GROUP'S OWN INVESTMENTS
Our Group's own investments consist of the investment portfolios of our
insurance, banking and asset management operations. Our investment strategy with
regard to our Group's own investments is to maximize long-term total return
while remaining within the Group's risk management guidelines. These guidelines
relate primarily to the quality of the investments and the matching of assets
and liabilities. Our policy is to closely match the maturities and currencies of
assets and liabilities. The investment policies of the insurance subsidiaries
reflect the different liability characteristics and tax profiles of their
respective operations. Our internationally integrated teams of portfolio
managers work closely with the regional asset management subsidiaries to
coordinate asset/liability management and product development activities.
Because our insurance investments mostly serve to cover liabilities in the
insurance business, our asset management professionals place a high priority on
high quality, liquid and widely marketable securities in our insurance
investments portfolio. For a discussion of the investment portfolios of our
banking operations, see "-- Selected Statistical Information Relating to Our
Banking Operations." For further discussion regarding our Group's investment
strategy and risk management practices, see "Quantitative and Qualitative
Disclosures about Market Risk."
105
The following tables set forth the components of our Group's own investment
portfolios by investment category, as well as separate account assets, at the
end of the years indicated. Consistent with our general practice, amounts by
investment category are presented before consolidation adjustments representing
the elimination of transactions between Group companies in different segments.
DECEMBER 31, 2002(1)
--------------------------------------------------------------------
PROPERTY- LIFE/ ASSET CONSOLIDATION
CASUALTY HEALTH BANKING MANAGEMENT ADJUSTMENTS TOTAL
--------- ------- ------- ---------- ------------- -------
(E IN MILLIONS)
Investments in affiliated
enterprises, joint
ventures and associated
enterprises............ 51,448 6,183 4,349 20 (50,655) 11,345
Investments.............. 76,855 189,172 28,965 993 (10,645) 285,340
Loans and advances to
banks.................. 5,219 3,490 76,748 1,863 (498) 86,822
Loans and advances to
customers.............. 2,882 24,747 168,919 228 (8,692) 188,084
Trading assets........... 1,404 1,177 122,139 156 (34) 124,842
------- ------- ------- ----- ------- -------
Subtotal............... 137,808 224,769 401,120 3,260 (70,524) 696,433
Separate accounts........ -- 25,657 -- -- -- 25,657
------- ------- ------- ----- ------- -------
Total.................. 137,808 250,426 401,120 3,260 (70,524) 722,090
======= ======= ======= ===== ======= =======
---------------
(1) Group's own investments are stated at balance sheet value.
DECEMBER 31, 2001(1)
--------------------------------------------------------------------
PROPERTY- LIFE/ ASSET CONSOLIDATION
CASUALTY HEALTH BANKING MANAGEMENT ADJUSTMENTS TOTAL
--------- ------- ------- ---------- ------------- -------
(E IN MILLIONS)
Investments in affiliated
enterprises, joint
ventures and associated
enterprises............ 40,387 6,043 2,079 116 (38,378) 10,247
Investments.............. 91,712 180,076 85,133 1,362 (12,981) 345,302
Loans and advances to
banks.................. 5,079 1,010 54,271 1,646 (732) 61,274
Loans and advances to
customers.............. 2,837 24,843 222,916 561 (11,464) 239,693
Trading assets........... 1,373 775 125,741 539 (6) 128,422
------- ------- ------- ----- ------- -------
Subtotal............... 141,388 212,747 490,140 4,224 (63,561) 784,938
Separate accounts........ -- 24,692 -- -- -- 24,692
------- ------- ------- ----- ------- -------
Total.................. 141,388 237,439 490,140 4,224 (63,561) 809,630
======= ======= ======= ===== ======= =======
---------------
(1) Group's own investments are stated at balance sheet value.
106
DECEMBER 31, 2000(1)
--------------------------------------------------------------------
PROPERTY- LIFE/ ASSET CONSOLIDATION
CASUALTY HEALTH BANKING MANAGEMENT ADJUSTMENTS TOTAL
--------- ------- ------- ---------- ------------- -------
(E IN MILLIONS)
Investments in affiliated
enterprises, joint
ventures and associated
enterprises............. 22,514 5,615 96 62 (16,524) 11,763
Investments............... 95,718 186,799 3,070 528 (5,281) 280,834
Loans and advances to
banks................... 4,527 3,747 1,142 1,102 (3,448) 7,070
Loans and advances to
customers............... 1,565 14,445 12,555 395 (874) 28,086
Trading assets............ 20 119 51 182 -- 372
------- ------- ------ ----- ------- -------
Subtotal................ 124,344 210,725 16,914 2,269 (26,127) 328,125
Separate accounts assets.. -- 22,770 -- -- -- 22,770
------- ------- ------ ----- ------- -------
Total................... 124,344 233,495 16,914 2,269 (26,127) 350,895
======= ======= ====== ===== ======= =======
---------------
(1) Group's own investments are stated at balance sheet value.
INSURANCE OPERATIONS INVESTMENTS
The following is a discussion of the investment portfolio of our insurance
operations. For a discussion of the investment portfolios of our banking
operations, see "-- Selected Statistical Information Relating to Our Banking
Operations."
INTEREST-BEARING INVESTMENTS
Fixed income securities, including both government and corporate bonds,
constituted 54.8% of our property-casualty investment portfolio and 74.5% of our
life/health investment portfolio as of December 31, 2002. The credit quality of
our fixed income securities portfolio has historically been strong. As of
December 31, 2002, of the rated fixed income securities in our Group's own
investments portfolio, approximately 34% had a rating comparable to a Standard &
Poor's rating of AAA, approximately 63% were invested in securities with a
Standard & Poor's rating of AA or better and approximately 95% were invested in
securities with a Standard & Poor's rating of BBB or better.
The following table analyzes the maturities of our fixed income investments
available for sale at December 31, 2002:
AMORTIZED COST MARKET VALUE
-------------- ------------
(E IN MILLIONS)
Contractual term to maturity:
Up to one year............................................ 18,614 21,091
Over one year through five years.......................... 87,375 79,500
Over five years through ten years......................... 70,698 90,113
Over ten years............................................ 31,640 27,122
------- -------
Total.................................................. 208,327 217,826
======= =======
EQUITY INVESTMENTS
Equity investments constituted 27.9% of our property-casualty investment
portfolio and 12.7% of our life/health investment portfolio as of December 31,
2002. We have a long-standing
107
strategy of investing life policyholders' and shareholders' funds and some
amounts of property-casualty cash flow in equities. Since the early 1900's, the
life/health and property-casualty investments in Germany have included equity
positions in a number of well-known German companies (see table below).
In view of weak capital markets in 2002, we have reduced our equity
exposure through various divestments and hedging activities. However, we believe
that shares continue to represent an attractive long-term investment option and
will deliver additional value to a well-diversified investment portfolio
long-term.
The following table sets forth our Group's own investment portfolios by
geographic region at the end of the years indicated:
DECEMBER 31,
---------------------------------------------------------------
2002 2001 2000
------------------- ------------------- -------------------
PROPERTY- LIFE/ PROPERTY- LIFE/ PROPERTY- LIFE/
CASUALTY HEALTH CASUALTY HEALTH CASUALTY HEALTH
--------- ------- --------- ------- --------- -------
(E IN MILLIONS)
Germany........................ 101,802 119,870 100,600 117,233 79,398 121,100
Rest of Europe................. 64,634 103,270 59,139 97,547 56,164 93,400
NAFTA.......................... 19,522 22,038 20,398 18,438 17,945 15,604
Rest of World.................. 2,855 5,291 2,514 4,491 1,820 3,607
Specialty Lines................ 4,417 -- 3,007 -- 3,057 --
Consolidated Adjustments....... (55,422) (43) (44,270) (270) (34,040) (216)
------- ------- ------- ------- ------- -------
Total........................ 137,808 250,426 141,388 237,439 124,344 233,495
======= ======= ======= ======= ======= =======
SIGNIFICANT GROUP EQUITY INVESTMENTS
The following tables set forth information regarding our significant equity
investments in German and non-German companies at December 31, 2002. Except for
the investments in Munich Re, Beiersdorf AG and Eurohypo, which are valued by
the equity method because we hold more than a 20% interest, these investments
are carried on our financial statements at market value.
DECEMBER 31, 2002
---------------------------------------------
CARRYING VALUE MARKET VALUE % OWNERSHIP
-------------- ------------ -----------
(E IN MILLIONS)
Munich Re(1)....................................... 3,045 4,548 22.4
Beiersdorf AG(2)................................... 1,620 3,886 43.6
Eurohypo........................................... 1,933 1,984 28.7
---------------
(1) Our interest in Munich Re was substantially restructured pursuant to our
acquisition of Dresdner Bank in July 2001 and our related agreements with
Munich Re. In addition, we reduced our interest in Munich Re to less than
20% on March 31, 2003 and further intend to reduce our interest in Munich Re
to approximately 15% by the end of 2004. As of June 30, 2003, our interest
in Munich Re was approximately 18.9%. See "Related Party
Transactions -- Transactions with Munich Re."
(2) Includes 13.1% sold pursuant to repurchase agreements.
108
DECEMBER 31, 2002
--------------------------
MARKET VALUE % OWNERSHIP
------------ -----------
(E IN MILLIONS)
GERMAN COMPANIES
E.ON AG................................................... 1,695 6.4
BASF AG................................................... 1,269 6.1
Siemens AG................................................ 1,053 2.9
Bayerische Motorenwerke AG................................ 995 5.2
Schering AG............................................... 978 12.0
RWE AG.................................................... 931 6.9
Deutsche Bank AG.......................................... 824 3.1
Bayer AG.................................................. 872 5.8
Linde AG.................................................. 526 12.6
NON-GERMAN COMPANIES
Credit Lyonnais S.A....................................... 1,915 10.3
UniCredito Italiano S.p.A................................. 1,181 4.9
Banco Popular Espanol S.A................................. 842 9.9
Total Fina Elf S.A........................................ 767 1.3
Nestle S.A................................................ 546 0.7
Royal Dutch Petroleum..................................... 519 0.5
INVESTMENT INCOME
The following tables set forth the components of our investment income and
expenses for each of the property-casualty, life/health, banking and asset
management segments for the years ended December 31, 2002, 2001 and 2000:
YEAR ENDED DECEMBER 31, 2002
-------------------------------------------------------------------
PROPERTY- LIFE/ ASSET CONSOLIDATION
CASUALTY HEALTH BANKING MANAGEMENT ADJUSTMENTS TOTAL
--------- ------ ------- ---------- ------------- -------
(E IN MILLIONS)
INVESTMENT INCOME
Interest and similar income..... 4,473 11,215 13,336 119 (933) 28,210
Income from affiliated
enterprises, joint ventures
and associated enterprises.... 8,494 445 2,071 (12) (6,600) 4,398
Realized gains.................. 3,358 4,571 1,389 30 (694) 8,654
Income from revaluations........ 294 361 41 5 -- 701
Trading income.................. 207 244 1,081 (1) (24) 1,507
------ ------ ------- ---- ------ -------
Subtotal...................... 16,826 16,836 17,918 141 (8,251) 43,470
INVESTMENT EXPENSES
Interest and similar expenses... (1,564) (434) (9,509) (89) 945 (10,651)
Realized losses................. (1,536) (5,930) (1,096) (11) 368 (8,205)
Loan loss allowance............. (7) (10) (2,222) (2) -- (2,241)
Writedowns and other expenses... (2,031) (2,726) (1,129) (11) -- (5,897)
Investment management
expenses...................... (528) (650) -- -- 121 (1,057)
------ ------ ------- ---- ------ -------
Subtotal...................... (5,666) (9,750) (13,956) (113) 1,434 (28,051)
------ ------ ------- ---- ------ -------
INVESTMENT INCOME (NET)........... 11,160 7,086 3,962 28 (6,817) 15,419
====== ====== ======= ==== ====== =======
109
YEAR ENDED DECEMBER 31, 2001
-------------------------------------------------------------------
PROPERTY- LIFE/ ASSET CONSOLIDATION
CASUALTY HEALTH BANKING MANAGEMENT ADJUSTMENTS TOTAL
--------- ------ ------- ---------- ------------- -------
(E IN MILLIONS)
INVESTMENT INCOME
Interest and similar income..... 5,068 10,765 9,085 129 (823) 24,224
Income from affiliated
enterprises, joint ventures
and associated enterprises.... 889 525 1,016 (3) (839) 1,588
Realized gains.................. 4,211 3,405 505 33 (39) 8,115
Income from revaluations........ 96 157 123 11 -- 387
Trading income.................. 1,451 (117) 244 10 4 1,592
------ ------ ------ ---- ------ -------
Subtotal...................... 11,715 14,735 10,973 180 (1,697) 35,906
INVESTMENT EXPENSES
Interest and similar expenses... (1,323) (492) (6,766) (82) 802 (7,861)
Realized losses................. (2,088) (4,542) (341) (51) 24 (6,998)
Loan loss allowance............. (4) (4) (588) -- -- (596)
Writedowns and other expenses... (800) (995) (124) (6) -- (1,925)
Investment management
expenses...................... (499) (546) -- -- 104 (941)
------ ------ ------ ---- ------ -------
Subtotal...................... (4,714) (6,579) (7,819) (139) 930 (18,321)
------ ------ ------ ---- ------ -------
INVESTMENT INCOME (NET)........... 7,001 8,156 3,154 41 (767) 17,585
====== ====== ====== ==== ====== =======
YEAR ENDED DECEMBER 31, 2000
-------------------------------------------------------------------
PROPERTY- LIFE/ ASSET CONSOLIDATION
CASUALTY HEALTH BANKING MANAGEMENT ADJUSTMENTS TOTAL
--------- ------ ------- ---------- ------------- -------
(E IN MILLIONS)
INVESTMENT INCOME
Interest and similar income..... 5,568 10,152 1,502 204 (831) 16,595
Income from affiliated
enterprises, joint ventures
and associated enterprises.... 1,833 693 122 1 (789) 1,860
Realized gains.................. 4,250 6,639 24 18 (24) 10,907
Income from revaluations........ 9 28 1 -- -- 38
Trading income.................. (10) (49) 7 16 -- (36)
------ ------ ------ ---- ------ -------
Subtotal...................... 11,650 17,463 1,656 239 (1,644) 29,364
INVESTMENT EXPENSES
Interest and similar expenses... (1,136) (148) (1,257) (61) 203 (2,399)
Realized losses................. (1,428) (2,624) (28) -- 1 (4,079)
Loan loss allowance............. -- -- (21) -- -- (21)
Writedowns and other expenses... (485) (380) (5) -- -- (870)
Investment management
expenses...................... (558) (406) -- -- 8 (956)
------ ------ ------ ---- ------ -------
Subtotal...................... (3,607) (3,558) (1,311) (61) 212 (8,325)
------ ------ ------ ---- ------ -------
INVESTMENT INCOME (NET)........... 8,043 13,905 345 178 (1,432) 21,039
====== ====== ====== ==== ====== =======
YEAR ENDED DECEMBER 31, 2002 COMPARED TO YEAR ENDED DECEMBER 31, 2001
Net investment income decreased by E2,166 million, or 12.3%, to E15,419
million in 2002 from E17,585 million in 2001, largely as a result of weakness in
the capital markets in 2002, as
110
reflected in the increase in realized losses, which increased by E1,207 million,
or 17.2%, in 2002 compared to 2001 and increased writedowns and other expenses
of E5,897 million in 2002, compared to E1,925 million in 2001.
Property-casualty insurance investments decreased by E3,580 million, or
2.5%, to E137,808 million in 2002 from E141,388 million in 2001, due primarily
to a decrease in securities available for sale, largely offset by an increase in
investments in affiliated enterprises, joint ventures and associate enterprises.
Net investment income from property-casualty investments increased by E4,159
million, or 59.4%, to E11,160 million in 2002 from E7,001 million in 2001, due
primarily to realized gains of E1,886 million from open market sales of Munich
Re shares, approximately E1,100 million from open market sales of Vodafone AG
shares and E713 million on the sale of a real estate subsidiary in Italy as well
as realized gains from the sale of other shareholdings in our German equity
portfolio. Net investment income from property-casualty investments also
included significant investment income from intercompany transactions, including
realized gains of E3,332 million from the transfer of Munich Re shares from
Allianz AG to Dresdner Bank and E224 million from the sale of Vereinte
Lebensversicherung AG from Vereinte Versicherung AG to Allianz Leben. The gain
on this intercompany transaction was eliminated at the Group level. Net
investment income from property-casualty insurance investments was negatively
affected by price declines on the capital markets. Writedowns on investments
increased by E1,231 million, or 153.9%,in 2002 compared with 2001. Interest and
similar income decreased 11.7% to E4,473 million in 2002, compared with E5,068
million in 2001, while realized gains decreased to E3,358 million in 2002,
compared with E4,211 million in 2001. Investment expenses increased by E952
million, or 20.2%, to E5,666 million in 2002 from E4,714 million in 2001,
reflecting primarily increased realized losses on investments and writedowns of
investments as a result of price declines in the capital markets.
Life/health insurance investments increased by E12,987 million, or 5.5%, to
E250,426 million in 2002 from E237,439 million in 2001, reflecting primarily an
increase in securities available for sale. Net investment income from
life/health investments decreased by E1,070 million, or 13.1%, to E7,086 million
in 2002 from E8,156 million in 2001, primarily due to an increase in investment
writedowns, which increased by E1,731 million, or 174%, in 2002 compared with
2001 due to price declines in the capital markets. Interest and similar income
increased 4.2%, to E11,215 million in 2002, compared with E10,765 million in
2001, while realized gains increased 34.2%, to E4,571 million in 2002, compared
with E3,405 million in 2001. Investment expenses increased by E3,171 million, or
48.2%, to E9,750 million in 2002 from E6,579 million in 2001, reflecting
primarily an increase in realized losses on investments and writedowns of
investments due to price declines in the capital markets.
Banking investments decreased by E89,020 million to E401,120 million in
2002 from E490,140 million in 2001, due primarily to a significant decrease in
securities available for sale. Net investment income from banking investments
increased by E808 million, to E3,962 million in 2002 from E3,154 million in
2001, due primarily to a realized gain of E1,912 million resulting from the
transfer in August 2002 of substantially all of Dresdner Bank's German asset
management subsidiaries to ADAM. The gain on this intercompany transaction was
eliminated at the Group level. Net investment income from banking investments
was negatively affected by price declines in the capital markets. Writedowns of
investments increased significantly by E1,005 million, to E1,129 million in
2002, compared with E124 million in 2001. Interest and similar income increased
to E13,336 million in 2002, compared with E9,085 million in 2001, while realized
gains increased to E1,389 million in 2002, compared with E505 million in 2001.
Investment expenses increased to E13,956 million in 2002 from E7,819 million in
2001.
Asset management investments decreased by E964 million, or 22.8%, to E3,260
million in 2002 from E4,224 million in 2001, reflecting primarily decreases in
trading assets and securities available for sale. Net investment income from
asset management investments decreased by E13 million to E28 million in 2002
from E41 million in 2001. Interest and similar income decreased
111
by E10 million, or 7.8%, to E119 million in 2002, compared with E129 million in
2001, while realized gains decreased to E30 million in 2002 from E33 million in
2001. Investment expenses decreased by E26 million, or 18.7%, to E113 million in
2002 from E139 million in 2001.
YEAR ENDED DECEMBER 31, 2001 COMPARED TO YEAR ENDED DECEMBER 31, 2000
Net investment income decreased by E3,454 million, or 16.4%, to E17,585
million in 2001 from E21,039 million in 2000, largely as a result of the
downturn in the capital markets in 2001, as reflected in the decrease in
realized gains, which decreased by E2,792 million, or 25.6%, and the increase in
realized losses, which increased by E2,919 million, or 71.6%, in 2001 compared
to 2000.
Property-casualty insurance investments increased by E17,044 million, or
13.7%, to E141,388 million in 2001 from E124,344 million in 2000, due primarily
to an increase in investments in affiliated enterprises, joint ventures and
associated enterprises. Net investment income from property-casualty investments
decreased by E1,042 million, or 13.0%, to E7,001 million in 2001 from E8,043
million in 2000, due primarily to price declines on the capital markets.
Interest and similar income decreased 9.0% to E5,068 million in 2001, compared
with E5,568 million in 2000, while realized gains decreased slightly to E4,211
million in 2001, compared with E4,250 million in 2000. Investment expenses
increased by E1,107 million, or 30.7%, to E4,714 million in 2001 from E3,607
million in 2000, reflecting primarily increased realized losses on investments
and writedowns of investments as a result of price declines in the capital
markets.
Life/health insurance investments increased slightly by E3,944 million, or
1.7%, to E237,439 million in 2001 from E233,495 million in 2000, reflecting
primarily an increase in separate account investments. Net investment income
from life/health investments decreased by E5,749 million, or 41.3%, to E8,156
million in 2001 from E13,905 million in 2000, primarily due to a decrease in
realized gains on investments and an increase in realized losses on investments
due to price declines in the capital markets. Interest and similar income
increased 6.0%, to E10,765 million in 2001, compared with E10,152 million in
2000, while realized gains decreased 48.7%, to E3,405 million in 2001, compared
with E6,639 million in 2000. Investment expenses increased by E3,021 million, or
84.9%, to E6,579 million in 2001 from E3,558 million in 2000, reflecting
primarily an increase in realized losses on investments and writedowns of
investments due to price declines in the capital markets.
Banking investments increased by E473,226 million to E490,140 million in
2001 from E16,914 million in 2000, due primarily to the acquisition of Dresdner
Bank. The Dresdner Bank acquisition was also the primary driver of the banking
segment's investment results, as our banking operations were not significant in
2000. Net investment income from banking investments increased by E2,809
million, to E3,154 million in 2001 from E345 million in 2000. Interest and
similar income increased to E9,085 million in 2001, compared with E1,502 million
in 2000, while realized gains increased to E505 million in 2001, compared with
E24 million in 2000. Investment expenses increased to E7,819 million in 2001
from E1,311 million in 2000.
Asset management investments increased by E1,955 million, or 86.2%, to
E4,224 million in 2001 from E2,269 million in 2000, reflecting primarily the
acquisition of Dresdner Bank, offset in part by price declines on the capital
markets. Net investment income from asset management investments decreased by
E137 million to E41 million in 2001 from E178 million in 2000. Interest and
similar income decreased by E75 million, or 36.8%, to E129 million in 2001,
compared with E204 million in 2000, while realized gains increased to E33
million in 2001 from E18 million in 2000. Investment expenses increased by E78
million, or 127.9%, to E139 million in 2001 from E61 million in 2000, reflecting
primarily realized losses on investments due to price declines in the capital
markets.
112
LIQUIDITY AND CAPITAL RESOURCES
We operate as both a holding company for the Group's insurance, banking and
other subsidiaries and as a reinsurance company, primarily for other Group
companies. The liquidity and capital resource considerations for us and for our
domestic and non-domestic operating subsidiaries vary in light of the business
conducted by each, as well as the insurance and banking regulatory requirements
applicable to the Allianz Group in Germany and the other countries in which it
does business. At December 31, 2002, 2001 and 2000, Allianz Group had E21,008
million, E21,240 million and E4,209 million, respectively, of cash and cash
equivalents. See Note 10 to our consolidated financial statements. We believe
that our working capital is sufficient for our present requirements.
Our principal sources of funds are premiums, customer deposits, investment
income, funds that may be raised from time to time from the issuance of debt or
equity securities and bank or other borrowings, as well as cash dividends and
reinsurance premiums received from our subsidiaries. For additional information,
see Note 19 to the consolidated financial statements. See also "-- Selected
Statistical Information Relating to Our Banking Operations" and "Quantitative
and Qualitative Disclosures about Market Risk." For further information
regarding the uses and sources of liquidity, capital requirements, and other
related matters, see "-- Consolidated Cash Flows."
The majority of Allianz AG's external debt financing at December 31, 2002
was in the form of debentures and money market securities. Our total
certificated liabilities outstanding at December 2002, 2001 and 2000 were
E78,750 million, E134,670 million and E13,606 million, respectively. Of the
certificated liabilities outstanding at December 31, 2002, E41,077 million were
due within one year. For further information regarding outstanding certificated
liabilities, see Note 19 to our consolidated financial statements. Proceeds to
Allianz Finance B.V. and Allianz Finance II B.V. from the issuance of debt for
the years ended December 31, 2002, 2001 and 2000 were approximately E5,400
million, E3,054 million and E2,354 million, respectively.
We paid dividends of E374 million, E364 million, E367 million and E307
million on our shares in 2003, 2002, 2001 and 2000 with respect to the fiscal
years 2002, 2001, 2000 and 1999, respectively. See "Key
Information -- Dividends." Dividends paid by our operating companies outside of
Germany are generally retained by an intermediate holding company to finance
operations or acquisitions in the relevant countries. As a result, we generally
pay dividends out of the profits from our reinsurance operations and profits
transferred from our German operating subsidiaries.
Certain of the companies within the Allianz Group are subject to legal
restrictions on the amount of dividends they can pay to their shareholders. In
addition to the restrictions in respect of minimum capital and solvency
requirements that are imposed by insurance and other regulators in the countries
in which these companies operate, other limitations exist in certain countries.
For example, the operations of our insurance company subsidiaries located in the
United States are subject to limitations on the payment of dividends to their
parent company under applicable state insurance laws. Dividends paid in excess
of these limitations generally require prior approval of the insurance
commissioner of the state of domicile. See "-- Regulation and Supervision."
CONSOLIDATED CASH FLOWS
The liquidity requirements of our insurance operations are met both on a
short- and long-term basis by funds provided by insurance premiums collected,
investment income and collected reinsurance receivables, and from the sale and
maturity of investments. We also have access to commercial paper, medium-term
notes and other credit facilities as additional sources of liquidity. The major
uses of these funds are to pay property-casualty claims and related claims
expenses,
113
provide life policy benefits, pay surrenders, cancellations and profit sharing
for life policyholders and pay other operating costs. We generate a substantial
cash flow from insurance operations as a result of most premiums being received
in advance of the time when claim payments or policy benefits are required.
These positive operating cash flows, along with that portion of the investment
portfolio that is held in cash and liquid securities, have historically met the
liquidity requirements of our insurance operations.
In the insurance industry, liquidity generally refers to the ability of an
enterprise to generate adequate amounts of cash from its normal operations,
including its investment portfolio, in order to meet its financial commitments,
which are principally obligations under its insurance or reinsurance contracts.
The liquidity of our property-casualty insurance operations is affected by the
frequency and severity of losses under its policies, as well as by the
persistency of its products. Future catastrophic events, the timing and effect
of which are inherently unpredictable, may also create increased liquidity
requirements for our property-casualty operations. The liquidity needs of our
life operations are generally affected by trends in actual mortality experience
relative to the assumptions with respect thereto included in the pricing of its
life insurance policies, by the extent to which minimum returns or crediting
rates are provided in connection with its life insurance products, as well as by
the level of surrenders and withdrawals.
With regard to our banking operations, our primary sources of liquidity are
customer deposits and interest income from our lending transactions and our
investment portfolio, while our major uses of funds are for the issuance of new
loans and advances to banks and customers, and the payment of interest on
deposits, certificated liabilities and subordinated liabilities and other
operating costs. Other sources of liquidity include our ability to borrow on the
interbank market and convert securities in our investment and trading portfolios
into cash.
Our uses of funds, in addition to the dividends paid to shareholders of
Allianz AG include underwriting expenditures (reinsurance premiums, benefits,
surrenders, claims -- including claims handling expenses -- and profit sharing
by life policyholders), acquisitions, and employee and other operating expenses,
as well as interest expense on outstanding borrowings. Our life and health
insurance products include mandatory profit-sharing features, whereby we return
a specified portion of statutory profits to policyholders annually, generally in
the form of premium subsidies or rebates. See "-- Life/Health Insurance
Operations -- Life/Health Operations by Geographic Region -- Germany -- Life
Insurance" and "-- Life/Health Insurance Operations -- Life/Health Operations by
Geographic Region -- Germany -- Health Insurance."
Recent significant acquisitions have included the purchases of PIMCO in May
2000, Nicholas-Applegate in January 2001 and Dresdner Bank in July 2001. On
March 31, 2003, a subsidiary of Allianz AG received notice from the former
parent company of PIMCO that such former parent company had exercised its rights
to put US$250 million of its remaining ownership interest in PIMCO to Allianz,
with payment therefore due by April 30, 2003. Such payment was made on April 14,
2003. See Note 3 to our consolidated financial statements for additional
information.
Our capital requirements are primarily dependent on our business plans
regarding the levels and timing of capital expenditures and investments.
The following cash flow discussion reflects reclassifications in 2002 of
cash flows in 2001 and 2000 relating to aggregate policy reserves for life
insurance products according to SFAS 97 and investments held on account and at
risk of life insurance policyholders from investing activities to financing
activities.
YEAR ENDED DECEMBER 31, 2002 COMPARED TO YEAR ENDED DECEMBER 31, 2001
Net cash used in operating activities was E758 million in 2002, compared to
net cash used in operating activities of E834 million in 2001. The decrease in
net cash used reflected primarily a
114
significant increase in cash provided by trading securities (including trading
liabilities), offset in part by increases in cash used in other operating
activities. Cash provided by trading securities (including trading liabilities)
increased to E14,064 million provided in 2002 from E12,544 million used in 2001,
a net change of E26,608 million, due primarily to reductions in investments held
in the Dresdner Bank trading portfolio and an increase in trading liabilities,
which reflected primarily obligations to deliver securities and net declines in
the market values of derivative transactions. The reductions in the Dresdner
Bank trading portfolio reflected a decline in the carrying value of equity
securities. The increase in cash provided by trading securities was offset in
part by a decrease in cash provided by loans and advances to banks and customers
to E5,846 million used in 2002 from E3,442 million provided in 2001, resulting
primarily from a significant increase in short term loans. Cash flow from other
receivables and liabilities also decreased to E1,370 million used in 2002 from
E3,871 million provided in 2001. Cash flow from certificated liabilities
decreased to E1,727 million used in 2002 from E3,130 million provided in 2001,
due to repayment of money market liabilities. Cash flow from liabilities to
banks and customers decreased to E8,215 million used in 2002 from E5,456 million
used in 2001. In addition, we recorded a net loss in 2002 of E1,229 million, a
net change of E2,814 million from 2001, when we recorded net income of E1,585
million.
Net cash used in investing activities was E13,780 million in 2002, compared
to net cash provided by investing activities of E11,395 million in 2001. The
significant decrease in net cash from investing activities was due primarily to
the decrease in cash and cash equivalents resulting from the deconsolidation of
the cash balances of Bayerische Versicherungsbank AG, Frankfurter
Versicherungs-AG and Deutsche Hyp in 2002. The aggregate impact of the
deconsolidation of these cash balances was E10,787 million. The decrease in 2002
also reflected the high levels of net cash provided by investing activities in
2001, which resulted from a significant increase in cash and cash equivalents
due to the first-time consolidation of the cash balances of Dresdner Bank in
July 2001. The remaining decrease in investing cash flows in 2002 was due to net
purchases of investments, excluding the effects of the above deconsolidations.
Net cash provided by financing activities was E14,415 million in 2002,
compared to net cash provided by financing activities of E6,452 million in 2001.
The increase was attributable primarily to an increase in cash provided by
subordinated liabilities, reflecting E3,445 million in subordinated debt issued
in 2002. Cash provided by aggregate policy reserves also increased to E10,808
million provided in 2002 from E8,089 million provided in 2001, reflecting the
increased net inflow of funds related to variable annuities and unit-linked life
insurance policies in line with the overall increase in our life insurance
business in 2002. These increases were offset in part by a decrease in cash flow
attributable to redemption of participation certificates.
YEAR ENDED DECEMBER 31, 2001 COMPARED TO YEAR ENDED DECEMBER 31, 2000
Net cash used in operating activities was E834 million in 2001, compared to
net cash provided by operating activities of E2,459 million in 2000. The
decrease was primarily attributable to a decrease in cash provided by trading
securities to E12,544 million used in 2001 from E46 million provided in 2000,
reflecting a significant increase in trading assets held by Dresdner Bank as a
result of trading positions taken at year end. Also contributing to the decrease
were a reduction in cash provided by liabilities to banks and customers, which
decreased to E5,456 million used in 2001 from E836 million provided in 2000,
reflecting repayment of short term loans and deposits over the course of 2001,
and an increase in cash used in other insurance reserves, which decreased to
E4,007 million used in 2001 from E2,227 million provided in 2000, reflecting
increased premium refunds to policyholders relative to additions to reserves.
These decreases were offset in part by an increase in cash provided by loans and
advances to banks and customers, which increased to E3,442 million provided in
2001 from E3,694 million used in 2000, due to repayments of loans at Dresdner
Bank as well as the lack of new loan volume attributable to our reduction of
non-core lending activity outside of Europe. Also offsetting
115
the decrease was an increase in the cash provided by other receivables and
liabilities to E3,871 million provided in 2001 from E1,400 million used in 2000
and an increase in unearned premiums written in line with the increase in our
overall business volume in 2001.
Net cash provided by investing activities was E11,395 million in 2001,
compared to net cash used in investing activities of E11,783 million in 2000,
reflecting primarily an increase in cash and cash equivalents from the
acquisition of consolidated affiliated companies, which increased to E12,114
million provided in 2001 from E3,045 million used in 2000. The increase was
attributable primarily to the consolidation of the cash balances of Dresdner
Bank in July 2001. Also contributing to the increase in net cash from investing
activities was a decrease in cash used in connection with securities available
for sale to E3,465 million used in 2001 from E7,271 million used in 2000 and an
increase in cash provided by other investments to E2,692 million provided in
2001 from E416 million used in 2000.
The net cash provided by financing activities was E6,452 million in 2001,
compared to net cash provided by financing activities of E9,594 million in 2000,
reflecting primarily a decrease in cash provided by participation certificates
and subordinated liabilities to E770 million used in 2001 from E1,714 million
provided in 2000. The decrease was offset in part by an increased net inflow of
funds related to variable annuities and unit-linked life insurance policies in
line with the overall increase in our life insurance business in 2001.
PROPERTY-CASUALTY INSURANCE RESERVES
GENERAL
When claims are made by or against policyholders, any amounts that a member
of the Allianz Group's property-casualty segment pays or expects to pay the
claimant are referred to as losses, and the costs of investigating, resolving
and processing these claims are referred to as loss adjustment expenses (or
LAE). We establish reserves for payment of losses and LAE for claims that arise
from its property-casualty insurance and reinsurance policies by product,
coverage and year for each company in the Group. In accordance with IFRS, no
specific loss and LAE reserves are established until an event that causes a loss
occurs.
Loss and LAE falls into two categories: reserves for reported claims and
reserves for incurred but not reported (IBNR) claims. Reserves for reported
claims are based on estimates of future payments that will be made in respect of
claims, including expenses relating to such claims. Such estimates are made on a
case-by-case basis, based on the facts and circumstances available at the time
the reserves are established. The estimates reflect the informed judgment of our
claims personnel based on general insurance reserving practices and knowledge of
the nature and value of a specific type of claim. These reserves are
periodically adjusted in the ordinary course of settlement and represent the
estimated ultimate costs necessary to bring all pending reported claims to final
settlement, taking into account inflation, and other societal and economic
factors which can influence the amount of the reserves required. Consideration
is given to historic trends of disposition patterns and loss payments, pending
levels of unpaid claims and types of coverage. In addition, court decisions,
economic conditions and public attitudes may also affect the estimation of
reserves, as well as ultimate costs of claims.
IBNR reserves are established to recognize the estimated cost of losses
that have occurred but about which the Group does not yet have notice. These
reserves, like the reserves for reported claims, are established to recognize
the estimated costs, including expenses, necessary to bring claims arising out
of losses to final settlement. Since nothing is known about the occurrence, the
Group relies on its past experience adjusted for current trends and any other
factors that would modify past experience to estimate the IBNR liability. These
reserves are estimates that involve actuarial and statistical projections of the
expected cost of the ultimate settlement and administration of claims. The
analyses are based on facts and circumstances
116
known at the time, predictions of future events, estimates of future inflation
and other societal and economic factors. Late reported claim trends, claim
severity, exposure growth and future inflation are some of the factors used in
projecting the IBNR reserve requirements. These reserves are reviewed and
revised periodically as additional information becomes available and actual
claims are reported.
The time required to learn of and settle claims is an important
consideration in establishing reserves. Short-tail claims, such as automobile
property damage claims, are reported within a few days or weeks and are
generally settled within two to three years. Medium-tail claims such as personal
and commercial motor liability claims generally take four to six years to
settle, while long-tail claims, such as general liability, workers compensation,
construction and professional liability claims take longer to settle. Based on
the profile of property-casualty reserves for our largest operating entities, we
characterize our reserves as approximately 20% short-tail, 40% medium-tail and
40% long-tail.
The ultimate cost of loss and LAE is subject to a number of highly variable
circumstances. As time passes between when a claim is reported to the final
settlement of the claim, a change in circumstances may require established
reserves to be adjusted either upwards or downwards. Items such as changes in
the legal environment, results of litigation, and changes in medical costs,
costs of automobile and home repair materials and labor rates can substantially
impact claim costs. These factors can cause actual developments to vary from
expectations, perhaps materially. Claims reserve estimates are periodically
reviewed and updated, using the most current information available to
management, and any adjustments resulting from changes in reserve estimates are
reflected in current results of operations.
On the basis of the Group's internal procedures, management believes, based
on information currently available to it, that the Group's property-casualty
reserves are adequate. However, the establishment of loss reserves is an
inherently uncertain process, and accordingly, there can be no assurance that
ultimate losses will not differ from the Group's initial estimates.
RECONCILIATION OF BEGINNING AND ENDING LOSS AND LAE RESERVES
The following table is a summary reconciliation of the beginning and ending
reserves of the Allianz Group, including the effect of reinsurance ceded, for
the property-casualty insurance segment for each of the years in the three-year
period ended December 31, 2002, on an IFRS basis.
117
RECONCILIATION OF LOSS AND LAE RESERVES
PROPERTY-CASUALTY INSURANCE SEGMENT
YEAR ENDED DECEMBER 31,
------------------------
2002 2001 2000
------ ------ ------
(E IN MILLIONS)
Balance as of January 1..................................... 61,476 54,047 51,272
Less reinsurance recoverable................................ 16,156 12,571 12,089
------ ------ ------
Net......................................................... 45,320 41,476 39,183
------ ------ ------
Plus incurred related to:
Current year.............................................. 27,130 27,295 24,163
Prior years(1)............................................ 646 76 (123)
------ ------ ------
Total incurred.............................................. 27,776 27,371 24,040
====== ====== ======
Less paid related to:
Current year.............................................. 12,642 11,895 11,735
Prior years............................................... 12,143 12,462 11,968
------ ------ ------
Total paid.................................................. 24,785 24,357 23,703
------ ------ ------
Effect of foreign exchange.................................. (3,367) 407 649
Effect of acquisitions(2)................................... 122 423 240
Reclassification(3)......................................... -- -- 458
Other(4).................................................... -- -- 609
------ ------ ------
Net balance at end of year.................................. 45,066 45,320 41,476
Plus reinsurance recoverable................................ 14,588 16,156 12,571
------ ------ ------
Balance as of December 31................................... 59,654 61,476 54,047
====== ====== ======
---------------
(1) The favorable development in 2000 is primarily due to our subsidiaries in
Germany, Austria and the United Kingdom, offset to some extent by
unfavorable run-off in Italy and the United States. The unfavorable
development during 2002 is primarily due to increases in asbestos and
general liability reserves in the United States.
(2) Reserves for loss and LAE of subsidiaries purchased (or sold) are included
(or excluded) as of the date of acquisition (or disposition).
(3) Represents the movement of certain AGF Belgium reserves from aggregate
policy reserves to loss reserves.
(4) In 2000, includes the impact of the commutation of a reinsurance agreement
with Munich Re (E322.5 million).
CHANGES IN HISTORICAL LOSS AND LAE RESERVES
The following loss and LAE reserve development table illustrates the change
over time of the loss and LAE reserves of the Group at the end of the years
indicated. The reserves represent the estimated amount of loss and LAE for
claims arising in the current and all prior accident years that are unpaid at
the balance sheet date, including IBNR. Since the Group adopted IFRS in 1997,
historical loss development data is available on an IFRS basis of accounting for
the six years 1997 to 2002 only.
118
The first section of each table shows gross reserves for loss and LAE as
initially established at the end of each stated year. The second section,
reading down, shows the cumulative amounts paid, gross of reinsurance and
retrocessions, as of the end of the successive years with respect to the reserve
initially established. The third section shows the retroactive re-estimation of
the initially established gross reserves for loss and LAE as of the end of each
successive year, which results primarily from the Group's expanded awareness of
additional facts and circumstances that pertain to open claims. The last section
compares the latest re-estimated gross reserves for loss and LAE to the gross
reserves as initially established and indicates the cumulative development of
the initially established gross reserves through December 31, 2002. For
instance, the surplus (deficiency) shown in the table for each year represents
the aggregate amount by which the original estimates of reserves at that
year-end have changed in subsequent years. Accordingly, the cumulative surplus
(deficiency) for a year-end relates only to reserves at that year-end and such
amounts are not additive.
Caution should be exercised in evaluating the information shown on this
table, as each amount includes the effects of all changes in amounts for prior
periods. Conditions and trends that have affected development of liability in
the past may or may not necessarily occur in the future, and accordingly,
conclusions about future results may not be derived from information presented
in this table.
CHANGES IN HISTORICAL RESERVES FOR UNPAID LOSS AND LAE
PROPERTY-CASUALTY INSURANCE SEGMENT
GROSS OF REINSURANCE
DECEMBER 31,(1)
---------------------------------------------------------------
1997 1998 1999 2000 2001 2002
------ -------- -------- ------ -------- ------
(E IN MILLIONS)
Gross liability for unpaid claims
and claims expenses.............. 34,323 45,560(2) 51,272(3) 54,047 61,476(4) 59,654
Paid (cumulative) as of:
One year later................... 8,573 12,996 15,949 16,639 17,384
Two years later.................. 13,329 20,967 24,132 24,451
Three years later................ 16,778 24,588 29,123
Four years later................. 19,562 27,829
Five years later................. 21,539
Liability re-estimated as of:
One year later................... 32,200 46,768 52,663 55,357 60,195
Two years later.................. 33,104 46,975 53,589 55,289
Three years later................ 32,766 47,346 53,101
Four years later................. 33,455 46,687
Five years later................. 33,426
Cumulative surplus (deficiency).... 897 (1,127) (1,829) (1,243) 1,281
Cumulative surplus (deficiency)
excluding impact of foreign
exchange......................... 1,731 1,511 (1,353) (2,227) (1,572)
Percent.......................... 5.0% 3.3% (2.6)% (4.1)% (2.6)%
---------------
(1) Reserves for loss and LAE of subsidiaries purchased (or sold) are included
(or excluded) as of the date of the acquisition (or disposition).
(2) As a result of the acquisition of AGF, loss and LAE reserves at December 31,
1998 increased by E10,658 million on a gross basis.
(3) As of December 31, 1999, gross reserves increased by E1.2 billion as a
result of the completion of the acquisition of Allianz Australia and by E2.0
billion as a result of the strengthening of the U.S. dollar and the pound
sterling against the euro.
119
(4) As of December 31, 2001, the increase in gross reserves was primarily due to
the gross incurred losses and loss adjustment expenses related to the
terrorist attack of September 11, 2001.
As of December 31, 2002, 2001 and 2000, our consolidated property-casualty
reserves reflected discounts of E1,529 million E1,580 million, and E1,445
million, respectively.
Reserves are discounted to varying degrees in the United States, Germany,
Hungary, Switzerland, Portugal, France and Belgium. For the United States, the
discount reflected in the reserves is related to annuities for certain
long-tailed liabilities, primarily in workers' compensation. For the other
countries, the reserve discounts relate to annuity reserves for various classes
of business. These classes include personal accident, general liability and
motor liability in Germany and Hungary, workers' compensation in Switzerland and
Portugal, individual and group health disability and motor liability in France
and health disability in Belgium. All of the reserves that have been discounted
have payment amounts that are fixed and timing that is reasonably determinable.
The significant increase in the gross reserves for 2001 over 2000 for the
Allianz Group companies is driven by gross incurred losses and loss adjustment
expenses related to the terrorist attack of September 11, 2001. On a
consolidated Group basis, the terrorist attack of September 11, 2001 resulted in
net claims costs of approximately E1,500 million. Estimated losses are based on
a policy-by-policy analysis as well as a variety of actuarial techniques,
coverage interpretations and claim estimation methodologies, and include an
estimate of incurred but not reported, as well as estimated costs related to the
settlement of claims. These loss estimates are subject to considerable
uncertainty.
Because the terrorist attack of September 11, 2001 was a single coordinated
event, it is the belief of the Group's management that the losses at the World
Trade Center constitute one occurrence. A Group company is currently a defendant
in a lawsuit brought by an insured alleging that the attack constituted multiple
occurrences. Based on the policy wording, the Group believes it is clear that
the attack constitutes one occurrence and intends to defend this matter
vigorously.
The reserves held at year-end 1997 and year-end 1998 show surpluses of 5.0%
and 3.3%, respectively, after adjusting for the impact of exchange rate
fluctuations. The surplus is primarily driven by favorable claims experience in
Germany, France, the United Kingdom, and Austria and is offset by adverse
development in Italy. The reserves held at year-end 1999, year-end 2000 and
year-end 2001 show deficiencies of 2.6%, 4.1% and 2.6%, respectively, after
adjusting for the impact of exchange rate fluctuations. The deficiency for
year-end 1999 is driven by upward development on claims related to the storms
"Lothar" and "Martin" that occurred in Europe in late 1999. Additionally, the
strengthening of the reserves U.S. casualty, asbestos and environmental, as well
as for motor liability and general liability in Italy during 2001 and 2002
contributed to the deficiencies shown for 1999, 2000 and 2001. The cumulative
deficiency in 2001 was also significantly impacted by exchange rate fluctuations
between the euro and U.S. dollar, reflecting the reserve additions taken at our
U.S. subsidiaries Fireman's Fund and Allianz Insurance Co.
INDIVIDUAL COUNTRY RESERVES -- GROSS RESERVES
The following five tables present loss development data on a local
statutory basis of accounting for Germany, the United States, the United
Kingdom, France and Italy, the five countries in which we write the majority of
our business.
Since the Group adopted IFRS in 1997, historical loss development data is
not available on a consistent basis of accounting for years prior to 1997.
Therefore, the individual country tables
120
presented on the following pages are prepared on a local statutory basis of
accounting for each respective country.
Generally, under German, French and Italian statutory accounting
principles, property-casualty loss and LAE reserves are established based on a
case reserving approach. Individual case reserves, set by claims adjusters, are
aggregated to determine the overall reserve amounts. In addition, local
regulations in some countries require an equalization reserve as a safety
margin. In comparison, under IFRS, overall property-casualty reserves are set by
analyzing past data and applying actuarial methodologies to this data. In
addition, IFRS-based reserves exclude equalization reserves. Consistent with
IFRS principles, catastrophe and equalization reserves are not included in the
individual country loss and LAE reserves disclosures.
The tables for Germany, France, Italy and the United Kingdom present nine
years of loss information, as over 60% of the business in these countries is
short and medium tail. The table for the United States presents ten years of
loss information, as the Group provides longer tail coverages in this market.
GERMANY
The loss reserve development table for Germany includes the development of
property-casualty reserves for the Group subsidiaries that insure or reinsure
property-casualty risks in Germany. The table is presented on a consolidated
basis for the Group's subsidiaries in Germany on a German statutory accounting
basis, and represents 100% of property-casualty reserves in Germany.
In Germany, reserves related to annuities for personal accident, general
liability and motor liability claims are discounted. As of December 31, 2002,
2001, and 2000, our German property-casualty reserves reflected discounts of
E223 million, E202 million, and E180 million, respectively.
DECEMBER 31,
------------------------------------------------------------------------------
1994 1995 1996 1997 1998 1999 2000 2001 2002
------ ------ ------ ------ ------ ------ ------ ------ ------
(E IN MILLIONS)
Gross reserves for unpaid claims
and claims expenses............ 10,068 10,787 13,046 13,409 13,235 13,341 13,522 14,642 14,519
Cumulative paid as of:
One year later................. 2,080 2,052 2,448 2,444 2,527 2,841 2,721 2,992
Two years later................ 2,875 2,829 3,434 3,328 3,576 3,889 3,872
Three years later.............. 3,334 3,357 3,927 4,013 4,198 4,587
Four years later............... 3,710 3,762 4,421 4,453 4,683
Five years later............... 4,026 4,103 4,766 4,839
Six years later................ 4,299 4,329 5,081
Seven years later.............. 4,480 4,564
Eight years later.............. 4,670
Liability re-estimated as of:
One year later................. 9,314 9,780 11,821 11,954 11,982 12,413 12,427 13,483
Two years later................ 8,701 9,144 10,814 10,764 10,916 11,424 11,469
Three years later.............. 8,337 8,542 9,977 10,036 10,279 10,662
Four years later............... 7,913 8,105 9,425 9,549 9,589
Five years later............... 7,602 7,772 9,061 9,003
Six years later................ 7,366 7,518 8,593
Seven years later.............. 7,167 7,513
Eight years later.............. 7,167
Cumulative surplus
(deficiency)................. 2,901 3,274 4,453 4,406 3,646 2,679 2,053 1,159
Percent...................... 28.8% 30.4% 34.1% 32.9% 27.5% 20.1% 15.2% 7.9%
121
As a multi-line insurer in the German market, our reserves include diverse
property-casualty coverages including motor liability, general liability,
property, marine, and credit. In Germany, the general practice is to record
statutory reserves based on a prudent case-by-case reserve approach.
Statistically, due to favorable outcomes on certain portions of the case
reserves, this methodology leads to overall favorable development in the total
reserves, leading to statutory reserves that are generally redundant. There were
no material changes in the past year in the methods, assumptions or practices of
estimating loss reserves in Germany.
The increase in the gross reserves for 2001 over 2000 for Allianz Group
non-life insurance companies in Germany is driven by gross incurred losses and
loss adjustment expenses related to the terrorist attack of September 11, 2001,
a majority of which is attributable to reinsurance underwritten by Allianz AG.
UNITED STATES
The loss reserve development table for the United States includes the
development of property-casualty reserves for the Group subsidiaries in the
United States that insure or reinsure property-casualty risks. The table is
presented on a consolidated basis for the Group's subsidiaries in the United
States on a U.S. statutory basis, and represents 100% of property-casualty
reserves in the United States. As of December 31, 2002, 2001, and 2000, our U.S.
property-casualty reserves reflected discounts of E316 million, E412 million,
and E295 million, respectively.
DECEMBER 31,
---------------------------------------------------------------------------------------
1993 1994 1995 1996 1997 1998 1999 2000 2001 2002
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
(E IN MILLIONS)
Gross reserves for
unpaid claims and
claims expenses....... 7,972 7,174 7,415 8,633 10,571 10,047 11,932 12,701 16,292 15,860
Cumulative paid as of:
One year later........ 1,589 1,536 1,626 2,538 2,589 2,937 4,043 3,966 4,277
Two years later....... 2,557 2,516 3,191 4,099 4,429 5,323 6,284 6,013
Three years later..... 3,213 3,573 4,308 5,455 5,963 6,707 7,715
Four years later...... 3,960 4,432 5,384 6,410 6,882 7,672
Five years later...... 4,569 5,358 6,132 7,087 7,655
Six years later....... 5,436 5,981 6,654 7,745
Seven years later..... 5,991 6,414 7,255
Eight years later..... 6,358 6,970
Nine years later...... 6,890
122
DECEMBER 31,
---------------------------------------------------------------------------------------
1993 1994 1995 1996 1997 1998 1999 2000 2001 2002
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
(E IN MILLIONS)
Liability re-estimated
as of:
One year later........ 6,970 7,285 8,260 10,644 10,254 11,711 13,081 13,361 16,899
Two years later....... 7,207 7,984 9,859 10,341 11,286 11,965 13,312 14,429
Three years later..... 7,814 9,274 9,614 11,087 11,374 11,969 14,311
Four years later...... 8,834 9,112 10,250 11,074 11,316 12,853
Five years later...... 8,780 9,687 10,261 10,959 12,277
Six years later....... 9,384 9,710 10,130 11,940
Seven years later..... 9,428 9,597 11,185
Eight years later..... 9,329 10,684
Nine years later...... 10,450
Cumulative surplus
(deficiency)........ (2,478) (3,510) (3,770) (3,307) (1,706) (2,806) (2,379) (1,728) (606)
Cumulative surplus
(deficiency)
excluding impact of
foreign exchange.... (2,075) (1,958) (1,166) (1,040) (765) (553) (1,601) (2,126) (2,501)
Percent........... (26.0)% (27.3)% (15.7)% (12.1)% (7.2)% (5.5)% (13.4)% (16.7)% (15.3)%
The Group's portfolio in the United States consists of a diverse group of
personal and commercial coverages, including workers' compensation, general
liability, automobile liability, property, fire and marine generally written
throughout the United States, and as such we are exposed to general developments
and risks that affect the entire U.S. property-casualty industry.
The significant increase in the gross reserves for 2001 over 2000 for the
Allianz Group non-life insurance companies in the United States is driven by
incurred losses and loss adjustment expenses related to the simultaneous
terrorist attack of September 11, 2001, nearly all of which is attributable to
Allianz Insurance Co.
Primary drivers of the increase in 2002 in the estimated liability for
prior years were:
- Reserve strengthening of US$750 million (net and gross) relating to
asbestos and environmental (A&E) exposures at Fireman's Fund for accident
years 1987 and prior;
- General net reserve strengthening at Fireman's Fund for accident years
1999 and 2000; and
Increases of US$1,145 million in gross reserves for general liability and
property exposures at Allianz Insurance Co.
In 2002 Fireman's Fund completed an analysis of A&E liabilities. The
analysis used ground-up exposure-based modeling where appropriate, supplemented
by aggregate methods such as average cost models and survival ratio methods. In
response to the results of this study, we increased gross asbestos reserves by
US$750 million (net and gross) in September 2002, which was within the
reasonable range of the analysis and resulted in an unadjusted one-year survival
ratio of 12.8 and an unadjusted three-year survival ratio of 15.7. In 1995,
Fireman's Fund had increased its net and gross reserves for A&E by US$800
million and in 2000 an additional US$250 million was reallocated to A&E.
There are significant uncertainties in estimating the amount of A&E claims.
Reserves for asbestos-related illnesses, toxic waste clean-up claims and latent
drug and chemical exposures cannot be estimated with traditional loss reserving
techniques. Case reserves are established when sufficient information has been
obtained to indicate the involvement of a specific insurance policy. In
addition, IBNR reserves are established to cover additional exposures on both
known and unasserted claims. In establishing the liabilities for claims arising
from asbestos-related
123
illnesses, toxic waste clean-up and latent drug and chemical exposures,
management considers facts currently known and the current state of the law and
coverage litigation. However, given the expansion of coverage and liability by
the courts and the legislatures in the past and the possibilities of similar
interpretation in the future, there is significant uncertainty regarding the
extent of remediation and insurer liability, and given the inherent uncertainty
in estimating A&E liabilities, significant adverse deviation from the current
carried A&E reserve position is possible.
In response to the uncertainty associated with A&E claims, Fireman's Fund
has created an environmental claims unit focused on A&E claims evaluation and
remediation for our U.S. subsidiaries. The staff of this unit, consisting of a
total of approximately 50 employees, determines appropriate coverage issues
according to the terms of the policies and contracts involved and, on the basis
of its experience and expertise, makes judgments as to the ultimate loss
potential related to each claim submitted for payment under the various policies
and contracts. Judgments of potential losses are also made from precautionary
reports submitted by insured companies for claims which have the possibility of
involving policy coverage. Factors considered in determining the reserve are:
whether the claim relates to asbestos or hazardous waste; whether the claim is
for bodily injury or property damage; the limits of liability and attachment
points; policy provisions for expenses (which are a significant portion of the
estimated ultimate cost of these claims); type of insured; and any provision for
reinsurance recoverables. In addition, Fireman's Fund actively pursues
commutations and reinsurance cessions to reduce its A&E exposures.
The industry-wide loss trends for some of these exposures, especially for
asbestos-related losses, have deteriorated recently. Some of the reasons for
this deterioration include: insureds who either produced or installed products
containing asbestos have seen more and larger claims brought against them, some
of these companies have declared bankruptcy, which has caused plaintiffs'
attorneys to seek larger amounts from solvent defendants and to also include new
defendants; some defendants are also seeking relief under different coverage
provisions when the products liability portion of their coverage has been
exhausted. These developments led the Allianz Group to engage outside actuarial
consulting firms to update a previous study conducted in 1995 to analyze the
adequacy of the Group's reserves for these types of losses.
These A&E reserve analyses were completed during 2002, ultimately resulting
in an additional US$750 million of reserves attributed entirely to
asbestos-related exposures. The analyses included a review of the ultimate gross
asbestos loss and allocated loss expense reserves for accident years 1987 and
prior. The methodology involved exposure-based modeling of policies with the
greatest asbestos exposure, supplemented by aggregate methods for the remaining
insureds.
The range of reasonable potential outcomes for A&E liabilities provided in
these analyses was particularly large, and given the inherent uncertainty in
estimating A&E liabilities, significant adverse (or favorable) deviation from
the current carried A&E reserve position is possible. The range of net loss and
allocated loss expense reserve estimates resulting from our A&E study (based on
data evaluated as of December 31, 2001) -- taking into account internal and
external actuarial analyses, together with management's estimates concerning
such factors as the impact of claims handling efforts, commutations, aggressive
reinsurance collection, potential conservatism in the estimates and the
recognition that not all outcomes would likely be favorable or unfavorable at
the same time (resulting in a compression of the range) -- was US$1,196 million
to US$1,965 million, with a midpoint of US$1,580 million. Such range compared to
our carried A&E reserves of US$816 million at December 31, 2001, resulting in a
deficiency of US$380 million to US$1,149 million. As a result, we increased
gross and net A&E reserves by US$750 million in 2002 in order to bring carried
A&E reserves at December 31, 2002 to the midpoint of such range.
124
The table below shows Fireman's Fund case count activity for A&E in 2002
and 2001:
YEAR TO DATE CASE
COUNTS
DECEMBER 31,
----------------- PERCENT
2002 2001 CHANGE
------ ------ -------
New......................................................... 495 486 1.9%
Reopened.................................................... 241 175 37.7%
Closed...................................................... 902 1,906 (52.7)%
Pending..................................................... 1,741 1,903 (8.5)%
On September 30, 2002, Fireman's Fund entered into a reinsurance contract
whereby it ceded all net carried A&E reserves to Allianz AG, with Allianz AG
providing reinsurance cover up to a maximum of US$2,158 million. Total A&E
reserves ceded under this treaty were US$1,276 million for consideration in the
amount of US$1,276 million. The following table summarizes the gross and net
U.S. claim reserves for A&E claims at December 31 for the years indicated.
AS PERCENTAGE OF AS PERCENTAGE OF
U.S. PROPERTY- THE GROUP'S
CASUALTY PROPERTY-CASUALTY
YEAR-END DECEMBER 31, A&E NET RESERVES A&E GROSS RESERVES GROSS RESERVES GROSS RESERVES
--------------------- ---------------- ------------------ ---------------- -----------------
(E IN MILLIONS) (E IN MILLIONS)
1998................... 982 1,849 18.4% 4.1%
1999................... 883 1,509 12.6% 2.9%
2000................... 1,072 1,778 14.0% 3.3%
2001................... 979 1,649 10.1% 2.7%
2002................... 249 1,704 10.7% 2.9%
In addition to the increase in A&E and general liability reserves, in 2002
Fireman's Fund increased reserves for accident years 1999 and 2000 following the
re-evaluation of several business segments during our regular quarterly reserve
analyses. For 1999, commercial auto liability, medical malpractice, other
liability and workers' compensation reserves were increased US$102 million,
partially offset by favorable development in commercial multi-peril (US$41
million). Accident year 2000 reserves were increased in commercial auto
liability, medical malpractice and other liability (US$141 million), partially
offset by favorable development in commercial multi-peril and surety (US$56
million). Two of the major business segments that drove the results for
commercial auto liability and medical malpractice above have been reevaluated as
businesses that we will not write in the future. For Allianz Insurance Co., the
gross increases in general liability reserves in 2002 were based on a thorough
actuarial analysis carried out in conjunction with a significant re-underwriting
of the company's business. The company discontinued most of its general
liability portfolio from mid-2002. Of the gross reserve increases for this
segment the majority, US$816 million, relates to the accident years 1997 through
2001. There was substantial reported loss emergence for these years during 2002,
partly due to a more conservative case reserving philosophy but mainly due to
increased loss activity. It has become apparent over the last year that the
development characteristics of accident years 1997 onwards are substantially
different than for prior years, being more exposed to severity losses as more
excess business was written. In recognition of this, during 2002, we added a
frequency severity approach to the standard actuarial projections previously
applied. Of the remaining increase, US$130 million is for accident years 1985
and prior, partly for A&E exposures and including US$77 million for potential
claims for against priests in California.
The US$188 million increase in the property segment is entirely due to
additional provisions for the terrorist attack of September 11, 2001.
125
The table below shows total A&E loss activity for the past five years for
Fireman's Fund and Allianz Insurance Co. These figures are shown gross of
reinsurance and on a statutory basis.
A & E GROSS LOSS AND LAE HISTORY
YEAR ENDED DECEMBER 31,
-----------------------------------
1998 1999 2000 2001 2002
----- ----- ---- ---- -----
($ IN MILLIONS)
ASBESTOS
Loss + LAE Reserves as of January 1.................... 499 957 727 679 596
Plus Incurred Loss and LAE............................. 553 (54) 126 23 688
Less Loss and LAE Payments............................. 95 175 174 106 137
Payments for Loss.................................... 149 142 79 102
Payments for LAE..................................... 26 32 27 35
Loss + LAE Reserves as of December 31.................. 957 727 679 596 1,147
YEAR ENDED DECEMBER 31,
-----------------------------------
1998 1999 2000 2001 2002
----- ----- ---- ---- -----
($ IN MILLIONS)
ENVIRONMENTAL
Loss + LAE Reserves as of January 1.................... 1,307 1,205 788 975 863
Plus Incurred Loss and LAE............................. (41) (34) 318 (37) 73
Less Loss and LAE Payments............................. 61 383 131 75 306
Payments for Loss.................................... 349 75 38 259
Payments for LAE..................................... 34 55 37 47
Loss + LAE Reserves as of December 31.................. 1,205 788 975 863 630
YEAR ENDED DECEMBER 31,
-------------------------------------
1998 1999 2000 2001 2002
----- ----- ----- ----- -----
($ IN MILLIONS)
TOTAL ASBESTOS AND ENVIRONMENTAL
Loss + LAE Reserves as of January 1................. 1,806 2,162 1,515 1,654 1,459
Plus Incurred Loss and LAE.......................... 512 (88) 444 (13) 760
Less Loss and LAE Payments.......................... 156 558 305 182 443
Payments for Loss................................. 498 217 117 361
Payments for LAE.................................. 60 87 65 83
Loss + LAE Reserves as of December 31............... 2,162 1,515 1,654 1,459 1,776
UNITED KINGDOM
The loss reserve development table for the United Kingdom includes the
development of property-casualty reserves for the Group subsidiaries that insure
or reinsure property-casualty risks in the United Kingdom. The table is
presented on a consolidated basis for the Group's subsidiaries on a U.K. GAAP
basis, which is similar to an IFRS basis, and represents 100% of
property-casualty reserves in the United Kingdom.
126
DECEMBER 31,
---------------------------------------------------------------------
1994 1995 1996 1997 1998 1999 2000 2001 2002
----- ----- ----- ----- ----- ----- ----- ----- -----
(E IN MILLIONS)
Gross reserves for unpaid claims and claims
expenses................................. 1,141 1,158 1,445 1,797 2,727 3,165 3,262 3,557 3,369
Cumulative paid as of:
One year later........................... 305 393 469 507 835 911 1,059 1,033
Two years later.......................... 534 627 695 759 1,264 1,496 1,586
Three years later........................ 708 765 856 907 1,622 1,825
Four years later......................... 807 882 947 1,039 1,841
Five years later......................... 897 938 1,031 1,109
Six years later.......................... 934 1,001 1,075
Seven years later........................ 969 1,035
Eight years later........................ 995
Liability re-estimated as of:
One year later........................... 1,055 1,349 1,613 1,606 2,960 3,052 3,189 3,153
Two years later.......................... 1,205 1,467 1,467 1,629 2,816 3,013 2,954
Three years later........................ 1,298 1,356 1,485 1,614 2,720 2,873
Four years later......................... 1,203 1,356 1,467 1,506 2,622
Five years later......................... 1,204 1,355 1,407 1,461
Six years later.......................... 1,219 1,330 1,391
Seven years later........................ 1,270 1,322
Eight years later........................ 1,265
Cumulative surplus (deficiency).......... (124) (164) 54 336 105 292 308 404
Cumulative surplus (deficiency) Excluding
impact of foreign exchange............. 8 143 228 339 369 259 251 223
Percent................................ 0.7% 12.4% 15.8% 18.9% 13.5% 8.2% 7.7% 6.3%
In the United Kingdom, we write a broad mix of property-casualty business
for both individual and commercial clients. Our general practice is to record
property-casualty reserves at the actuarial best estimate plus a margin for
prudence. Accordingly, from 1996 through 2000, we have experienced favorable
development in property-casualty claim reserves, which has arisen to differing
degrees on almost all lines of business and reflects the approach of calculating
reserves on a prudent best estimate basis. This approach reflects industry
practice in the United Kingdom.
Allianz Cornhill experienced gross incurred losses and loss adjustment
expenses related to the terrorist attack of September 11, 2001, which was a
primary factor in year-to-year reserves development.
The periods prior to and including 1995 differ from subsequent periods in
that they showed a deficiency for earlier development years before a surplus
emerged. This deficiency arose from the strengthening of reserves relating to
Marine Excess of Loss business written through the London Market during the late
1980's. This strengthening of Marine reserves more than offset the redundancy
emerging from other lines of business at the time. The Group considers that the
reserve issues that arose at the time have been fully addressed, as evidenced by
the now positive run-off. There were no material changes in reserving
assumptions, methods or philosophy during 2002.
The table also shows a sharp increase in the level of gross reserves from
1997 to 1998. This is primarily due to the acquisition of AGF in 1998. Reserves
from AGF's UK subsidiaries were E1,067 million at December 31, 1998.
FRANCE
The loss reserve development table for France includes the development of
property-casualty reserves for the Group subsidiaries that insure or reinsure
property-casualty risks in
127
France. The table is presented on a consolidated basis for the Group's
subsidiaries in France on a French statutory accounting basis. All
property-casualty lines other than construction, marine, aviation and
transportation, and credit are presented on an accident year basis.
Construction, marine, aviation and transportation, and credit are presented on
an underwriting year basis, consistent with applicable French statutes. Loss
reserves presented on an "underwriting year" basis represent claims related to
all policies written during a given year. In contrast, "accident year" loss
reserves represent claims for events that occurred during a given calendar year,
regardless of when the policy was written. Loss reserves on an underwriting year
basis may include claims from different accident years. For example, a policy
written during 1999 may have losses in accident year 1999 and in accident year
2000. Therefore, underwriting year data as of a particular evaluation date is
less mature than accident year data. This leads to loss emergence taking place
over a slightly longer period of time. For year-ends 1998 through 2002, the
lines of business accounted for on an underwriting year basis accounted for
approximately 25% of the Group's reserves in France.
At December 31, 2002, 2001, and 2000, as permitted by applicable French
statutes, the Group carried approximately E1.4 billion, E1.4 billion, and E1.4
billion, respectively, in annuity reserves. These annuities reflected discounts
of E451 million, E451 million, and E444 million, respectively. These annuities
relate to individual and group health disability reserves (included in the
non-life segment under the Group's French statutory financial statements) and to
motor liability where payment amounts are fixed and the timing is reasonably
determinable. The reserve development reflected in the table below includes
development attributable to the amortization of the discount.
DECEMBER 31,
------------------------------------------------------------------------
1994 1995 1996 1997 1998 1999 2000 2001 2002
----- ----- ----- ----- ----- ------ ----- ------ ------
(E IN MILLIONS)
Gross reserves for unpaid claims and claims
expenses...................................... 1,231 1,275 1,319 1,297 8,468 9,169 9,573 10,277 10,450
Cumulative paid as of:
One year later................................ 373 363 345 341 2,076 3,003 2,877 2,642
Two years later............................... 536 518 500 469 3,140 4,358 3,977
Three years later............................. 641 622 594 573 3,826 5,065
Four years later.............................. 723 696 672 648 4,304
Five years later.............................. 780 758 733 707
Six years later............................... 829 803 780
Seven years later............................. 867 840
Eight years later............................. 898
Liability re-estimated as of:
One year later................................ 1,230 1,293 1,280 1,279 8,082 10,231 9,860 10,359
Two years later............................... 1,260 1,273 1,271 1,218 8,649 10,033 9,939
Three years later............................. 1,253 1,276 1,222 1,241 8,615 9,863
Four years later.............................. 1,277 1,233 1,234 1,228 8,335
Five years later.............................. 1,242 1,239 1,239 1,261
Six years later............................... 1,215 1,236 1,259
Seven years later............................. 1,252 1,237
Eight years later............................. 1,234
Cumulative surplus (deficiency)............... (3) 39 60 36 132 (694) (366) (82)
Percent..................................... (0.3)% 3.1% 4.6% 2.8% 1.6% (7.6)% (3.8)% (0.8)%
The Allianz Group companies in France form one of the leading French
property-casualty groups. The first-time inclusion of AGF in 1998 resulted in a
E5,513 million increase in held reserves at December 31, 1998.
128
The Group's primary property-casualty lines of business in France are motor
liability, property, individual and group health, group disability, general
liability, construction, marine, aviation and transportation, and credit.
Declining frequency trends for motor liability in recent years and a prudent
case reserving philosophy for motor liability and general liability have
contributed to the favorable run-off reflected in the table for years 1995
through 1997. For 1999, the adverse run-off is primarily due to the upward
development during 2000 of losses from the storms "Lothar" and "Martin," which
occurred in Europe in late December 1999.
During 2002, reserves for AGF IART experienced adverse development of
approximately E124 million on assumed reinsurance, approximately E63 million on
commercial property and E10 million on general liability. These adverse
developments were primarily offset by favorable reserve development on the
reserves of EULER & HERMES and Allianz Marine & Aviation. There were no changes
in reserving assumptions, methods or policies during 2002.
For commercial property, the development was primarily attributable to the
2001 accident year, with smaller offsetting favorable development for prior
accident years. For general liability, the development arose primarily from the
2000 and 2001 accident years. These changes in reserve estimates are not
attributable to changes in actuarial assumptions, or trends in claim frequency,
severity or similar factors. Between 1999 and 2001, four distinct legal entities
(AGF IART, Allianz Assurances, PFA TIARD and CAMAT IARD) were merged into AGF
IART, and the reserve adjustments noted reflect changes in claims practices and
data processing systems resulting from the integration of systems and processes
due to such restructuring.
ITALY
The loss reserve development table for Italy includes the development of
property-casualty reserves for the Group subsidiaries that insure or reinsure
property-casualty risks in Italy. The table is presented on a consolidated basis
for the Group's subsidiaries in Italy on an Italian statutory accounting basis,
and represents 100% of property-casualty reserves in Italy.
DECEMBER 31,
------------------------------------------------------------------------
1994 1995 1996 1997 1998 1999 2000 2001 2002
----- ----- ----- ----- ----- -------- ----- ----- -----
(E IN MILLIONS)
Gross reserves for unpaid claims and
claims expenses....................... 2,379 3,471 3,829 4,029 4,640 5,040 5,560 6,097 6,508
Cumulative paid as of:
One year later........................ 888 1,308 1,487 1,562 1,824 1,940 2,092 2,060
Two years later....................... 1,280 1,989 2,152 2,308 2,626 2,879 2,957
Three years later..................... 1,534 2,372 2,571 2,742 3,173 3,357
Four years later...................... 1,717 2,660 2,861 3,101 3,496
Five years later...................... 1,859 2,877 3,129 3,334
Six years later....................... 1,989 3,084 3,306
Seven years later..................... 2,118 3,222
Eight years later..................... 2,208
129
DECEMBER 31,
------------------------------------------------------------------------
1994 1995 1996 1997 1998 1999 2000 2001 2002
----- ----- ----- ----- ----- -------- ----- ----- -----
(E IN MILLIONS)
Liability re-estimated as of:
One year later........................ 2,376 3,527 3,829 4,037 4,650 5,091 5,687 6,021
Two years later....................... 2,333 3,524 3,804 4,147 4,788 5,332 5,677
Three years later..................... 2,404 3,605 3,938 4,279 4,984 5,286
Four years later...................... 2,449 3,710 4,049 4,429 4,904
Five years later...................... 2,498 3,796 4,162 4,337
Six years later....................... 2,547 3,879 4,061
Seven years later..................... 2,165 3,789
Eight years later..................... 2,547
Cumulative surplus (deficiency)....... (168) (319) (232) (309) (264) (247) (117) 75
Percent............................. (7.0)% (9.1)% (6.0)% (7.6)% (5.7)% (4.9)% (2.1)% 1.2%
The Allianz Group companies in Italy form one of the leading Italian
property-casualty groups. The property-casualty reserve portfolio in Italy
consists predominantly of motor liability and general liability. During the past
few calendar years, adverse development in the Italian general liability market
has occurred due to an increase in late-reported claims. In addition, an
increase in personal injuries for motor liability, coupled with an increase in
the average cost of claims, has led to an increase in the ultimate cost of
claims for motor liability. As a result, during the last several calendar years,
but especially during 2001 and 2002, reserves for motor liability and general
liability were strengthened at the RAS Group across several accident years.
These adverse developments were however more than offset by favorable
development in 2002 for other lines and other companies in Italy. There were no
material changes during 2002 to reserving assumptions, methods or philosophy.
SELECTED STATISTICAL INFORMATION RELATING TO OUR BANKING OPERATIONS
For the purposes of presenting the following information, our banking
operations include Dresdner Bank AG and its subsidiaries (Dresdner Bank),
including its asset management operations, and certain other banking
subsidiaries of Allianz. This presentation differs from the presentation in the
remainder of "Information on the Company and Operating and Financial Review and
Prospects", where the asset management operations of Dresdner Bank are included
in our asset management segment and excluded from our banking segment. The
following information has been derived from the financial records of our banking
operations and has been prepared in accordance with IFRS; it does not reflect
adjustments necessary to convert such information to U.S. GAAP. Although the
financial statements of Dresdner Bank were consolidated into the financial
statements of Allianz AG on the date of our acquisition of Dresdner Bank on July
23, 2001, the information presented below includes the banking operations of
Dresdner Bank for all periods in order to provide the reader with comparable
information about our banking operations. Additionally, the assets and
liabilities of Dresdner Bank do not reflect the purchase accounting adjustments
applied with respect to Dresdner Bank's assets and liabilities at July 23, 2001.
Additional limitations concerning certain of the average balance sheet data of
Dresdner Bank for the periods ending before January 1, 2002 discussed in this
section are noted below under "-- Average Balance Sheet and Interest Rate Data."
In applying our accounting policies to the financial statements of Dresdner
Bank during periods prior to July 23, 2001, certificated commercial loans common
to the German market, or Schuldscheindarlehen, have been reclassified from Loans
and advances to banks and Loans and advances to customers to Investment
securities available for sale in order to conform to our accounting policies. At
December 31, 2002, 2001, 2000, 1999 and 1998, the book value of
Schuldscheindarlehen was approximately E1.4 billion, E44.0 billion, E46.6
billion, E48.6 billion and
130
E49.1 billion, respectively. Because there were no loss allowances recorded on
such Schuldscheindarlehen, such reclassification had no impact on the gross
amount of the loss allowances described below under "-- Summary of Loan Loss
Experience." However, such reclassification did adversely affect the ratio of
total allowances for loan losses to total loans. On August 1, 2002, we also
merged our mortgage banking subsidiary, Deutsche Hyp, which was a part of our
Other division, with the mortgage banking subsidiaries of Commerzbank and
Deutsche Bank into a single entity, Eurohypo. The assets and liabilities of the
former Deutsche Hyp were accordingly deconsolidated as of August 1, 2002.
AVERAGE BALANCE SHEET AND INTEREST RATE DATA
The following table sets forth the average balances of assets and
liabilities and related interest earned from interest-earning assets and
interest expensed on interest-bearing liabilities, as well as the resulting
average interest yields and rates for the years ended December 31, 2002, 2001
and 2000. For the year ended December 31, 2002, the average balance sheet and
interest rate data is based on consolidated monthly average balances using
month-end balances prepared in accordance with IFRS. For the years ended
December 31, 2001 and 2000, Dresdner Bank did not prepare consolidated balance
sheet and interest rate data on a monthly basis. The average balance sheet and
interest rate data shown below for the years ended December 31, 2001 and 2000
was derived using unconsolidated monthly balances of Dresdner Bank AG and its
non-German branch operations and significant subsidiaries, together with
quarterly consolidated balances of Dresdner Bank prepared in accordance with
IFRS. Such unconsolidated monthly balances reflected approximately 90% of
Dresdner Bank's consolidated assets and liabilities, were not available for all
months in the periods shown, and were not in all cases prepared fully in
accordance with IFRS. Dresdner Bank has reconciled such monthly balances to the
consolidated quarterly balances that were not subject to these limitations, and
the data shown below reflects adjustments to give effect to differences
identified in such a reconciliation process. We believe that the average
balances provide a fair representation of the activities of our banking
operations.
Since the adoption of IAS 39 on January 1, 2001, the fair values of all
derivative instruments have been included within non-interest-earning assets or
non-interest-bearing liabilities. Prior to January 1, 2001, the fair values of
qualifying hedge derivative instruments were not recorded in the balance sheet;
however, the fair values of all non-qualifying hedge and trading derivatives
have been included within non-interest-earning assets or non-interest-bearing
liabilities for each period. Interest income and interest expense relating to
qualifying hedge derivative instruments have been reported within the interest
income and interest expense of the hedged item for each period.
The allocation between German and non-German components is based on the
location of the office that recorded the transaction. Categories of loans and
advances include loans placed on nonaccrual status. For a description of our
accounting policies on nonaccrual loans see "-- Risk Elements -- Nonaccrual
loans."
Our banking operations do not have a significant balance of tax-exempt
investments. Accordingly, interest income on such investments has been included
as taxable interest income for purposes of calculating the change in taxable net
interest income.
131
YEAR ENDED DECEMBER 31,
------------------------------------------------------------------------------------------
2002 2001 2000
---------------------------- ---------------------------- ----------------------------
INTEREST AVERAGE INTEREST AVERAGE INTEREST AVERAGE
AVERAGE INCOME/ YIELD/ AVERAGE INCOME/ YIELD/ AVERAGE INCOME/ YIELD/
BALANCE EXPENSE RATE BALANCE EXPENSE RATE BALANCE EXPENSE RATE
------- -------- ------- ------- -------- ------- ------- -------- -------
(E IN MILLIONS, EXCEPT %)
ASSETS
Trading securities
In German offices................ 57,523 1,681 2.9% 56,220 2,075 3.7% 38,637 1,387 3.6%
In non-German offices............ 30,155 1,137 3.8% 30,020 1,484 4.9% 22,093 1,057 4.8%
------- ------ ------- ------ ------- ------
Total............................ 87,678 2,818 3.2% 86,240 3,559 4.1% 60,730 2,444 4.0%
------- ------ ------- ------ ------- ------
Loans and advances to banks
In German offices................ 15,708 454 2.9% 22,028 744 3.4% 17,632 651 3.7%
In non-German offices............ 9,966 343 3.4% 18,009 776 4.3% 12,853 1,271 9.9%
------- ------ ------- ------ ------- ------
Total............................ 25,674 797 3.1% 40,037 1,520 3.8% 30,485 1,922 6.3%
------- ------ ------- ------ ------- ------
Loans and advances to customers
In German offices................ 112,709 5,490 4.9% 131,346 8,339 6.3% 133,241 7,391 5.5%
In non-German offices............ 45,760 2,413 5.3% 56,144 3,741 6.7% 50,850 3,627 7.1%
------- ------ ------- ------ ------- ------
Total............................ 158,469 7,903 5.0% 187,490 12,080 6.4% 184,091 11,018 6.0%
------- ------ ------- ------ ------- ------
Securities purchased under resale
agreements
In German offices................ 56,213 2,109 3.8% 46,890 2,267 4.8% 24,895 1,180 4.7%
In non-German offices............ 38,059 794 2.1% 41,254 1,545 3.7% 33,170 1,656 5.0%
------- ------ ------- ------ ------- ------
Total............................ 94,272 2,903 3.1% 88,144 3,812 4.3% 58,065 2,836 4.9%
------- ------ ------- ------ ------- ------
Investment securities(1)
In German offices................ 35,017 1,584 4.5% 59,346 2,929 4.9% 60,712 3,310 5.5%
In non-German offices............ 9,893 401 4.1% 10,577 469 4.4% 10,460 702 6.7%
------- ------ ------- ------ ------- ------
Total............................ 44,910 1,985 4.4% 69,923 3,398 4.9% 71,172 4,012 5.6%
------- ------ ------- ------ ------- ------
Total interest-earning assets...... 411,003 16,406 4.0% 471,834 24,369 5.2% 404,543 22,232 5.5%
------- ------ ------- ------ ------- ------
Non-interest-earning assets
In German offices................ 49,686 49,006 30,123
In non-German offices............ 29,206 22,101 30,702
------- ------- -------
Total non-interest-earning
assets........................... 78,892 71,107 60,825
------- ------- -------
Total assets....................... 489,895 542,941 465,368
======= ======= =======
Percent of assets attributable to
non-German offices............... 33.3% 32.8% 34.4%
LIABILITIES AND SHAREHOLDERS'
EQUITY
Liabilities to banks(2)
In German offices................ 58,881 1,978 3.4% 71,681 2,765 3.9% 49,420 2,026 4.1%
In non-German offices............ 23,284 1,081 4.6% 30,217 2,301 7.6% 21,602 2,121 9.8%
------- ------ ------- ------ ------- ------
Total............................ 82,165 3,059 3.7% 101,898 5,066 5.0% 71,022 4,147 5.8%
------- ------ ------- ------ ------- ------
Liabilities to customers(2)
In German offices................ 71,296 1,906 2.7% 99,113 2,713 2.7% 90,666 2,040 2.3%
In non-German offices............ 36,977 1,126 3.0% 46,628 1,653 3.5% 40,780 2,172 5.3%
------- ------ ------- ------ ------- ------
Total............................ 108,273 3,032 2.8% 145,741 4,366 3.0% 131,446 4,212 3.2%
------- ------ ------- ------ ------- ------
132
YEAR ENDED DECEMBER 31,
------------------------------------------------------------------------------------------
2002 2001 2000
---------------------------- ---------------------------- ----------------------------
INTEREST AVERAGE INTEREST AVERAGE INTEREST AVERAGE
AVERAGE INCOME/ YIELD/ AVERAGE INCOME/ YIELD/ AVERAGE INCOME/ YIELD/
BALANCE EXPENSE RATE BALANCE EXPENSE RATE BALANCE EXPENSE RATE
------- -------- ------- ------- -------- ------- ------- -------- -------
(E IN MILLIONS, EXCEPT %)
Securities sold under repurchase
agreements
In German offices................ 40,328 1,544 3.8% 39,327 1,958 5.0% 20,441 917 4.5%
In non-German offices............ 26,840 588 2.2% 37,548 1,315 3.5% 33,661 1,640 4.9%
------- ------ ------- ------ ------- ------
Total............................ 67,168 2,132 3.2% 76,875 3,273 4.3% 54,102 2,557 4.7%
------- ------ ------- ------ ------- ------
Subordinated liabilities
In German offices................ 4,541 206 4.5% 4,439 189 4.3% 4,355 176 4.0%
In non-German offices............ 4,661 361 7.7% 4,793 458 9.6% 4,335 369 8.5%
------- ------ ------- ------ ------- ------
Total............................ 9,202 567 6.2% 9,232 647 7.0% 8,690 545 6.3%
------- ------ ------- ------ ------- ------
Certificated liabilities(2)
In German offices................ 42,166 2,507 5.9% 71,266 4,628 6.5% 73,717 4,803 6.5%
In non-German offices............ 56,854 2,108 3.7% 44,657 2,440 5.5% 45,818 2,683 5.9%
------- ------ ------- ------ ------- ------
Total............................ 99,020 4,615 4.7% 115,923 7,068 6.1% 119,535 7,486 6.3%
------- ------ ------- ------ ------- ------
Profit participation certificates
outstanding
In German offices................ 1,771 133 7.5% 2,052 76 3.7% 2,034 64 3.1%
------- ------ ------- ------ ------- ------
Total............................ 1,771 133 7.5% 2,052 76 3.7% 2,034 64 3.1%
------- ------ ------- ------ ------- ------
Total interest-bearing
liabilities...................... 367,599 13,538 3.7% 451,721 20,496 4.5% 386,829 19,011 4.9%
------- ------ ------- ------ ------- ------
Non-interest-bearing liabilities
In German offices................ 64,014 34,196 27,538
In non-German offices............ 39,288 34,576 38,693
------- ------- -------
Total non-interest-bearing
liabilities...................... 103,302 68,772 66,231
------- ------- -------
Shareholders' equity............... 18,994 22,448 12,308
------- ------- -------
Total liabilities and shareholders'
equity........................... 489,895 542,941 465,368
======= ======= =======
Percent of liabilities attributable
to non-German offices............ 39.9% 38.1% 40.8%
---------------
(1) The average yields for investment securities available for sale have been
calculated using amortized cost balances and do not include changes in fair
value recorded within a component of shareholders' equity. The average
yields for investment securities held to maturity have been calculated using
amortized cost balances.
(2) Interest-bearing deposits have been presented within liabilities to banks
and liabilities to customers; certificates of deposit have been presented
within certificated liabilities.
NET INTEREST MARGIN
The following table sets forth the average total interest-earning assets,
net interest earned and the net interest margin of our banking operations.
YEAR ENDED DECEMBER 31,
---------------------------
2002 2001 2000
------- ------- -------
(E IN MILLIONS, EXCEPT %)
Average total interest-earning assets....................... 411,003 471,834 404,543
Net interest earned(1)...................................... 2,868 3,873 3,221
Net interest margin(2)...................................... 0.70% 0.82% 0.80%
---------------
133
(1) Net interest earned is defined as total interest income less total interest
expense.
(2) Net interest margin is defined as net interest earned divided by average
total interest-earning assets.
The following table sets forth an allocation of changes in interest income,
interest expense and net interest income between changes in the average volume
and changes in the average interest rates for the two most recent years. Volume
and interest rate variances have been calculated based on movements in average
balances over the period and changes in interest rates on average
interest-earning assets and average interest-bearing liabilities. Changes due to
a combination of volume and rate are allocated proportionally to the absolute
change in volume and rate.
YEAR ENDED DECEMBER 31,
-------------------------------------------------------------
2002 OVER 2001 2001 OVER 2000
-------------------- --------------------
INCREASE/(DECREASE) INCREASE/(DECREASE)
DUE TO CHANGE IN: DUE TO CHANGE IN:
-------------------- --------------------
AVERAGE AVERAGE
TOTAL INTEREST AVERAGE TOTAL INTEREST AVERAGE
CHANGE RATE VOLUME CHANGE RATE VOLUME
------ --------- -------- ------ --------- --------
(E IN MILLIONS)
INTEREST INCOME
Trading securities
In German offices............................. (394) (441) 47 688 40 648
In non-German offices......................... (347) (354) 7 427 36 391
------ ------ ------ ----- ------ -----
Total......................................... (741) (795) 54 1,115 76 1,039
------ ------ ------ ----- ------ -----
Loans and advances to banks
In German offices............................. (290) (97) (193) 93 (59) 152
In non-German offices......................... (433) (135) (298) (495) (885) 390
------ ------ ------ ----- ------ -----
Total......................................... (723) (232) (491) (402) (944) 542
------ ------ ------ ----- ------ -----
Loans and advances to customers
In German offices............................. (2,849) (1,770) (1,079) 948 1,054 (106)
In non-German offices......................... (1,328) (704) (624) 114 (248) 362
------ ------ ------ ----- ------ -----
Total......................................... (4,177) (2,474) (1,703) 1,062 806 256
------ ------ ------ ----- ------ -----
Securities purchased under resale agreements
In German offices............................. (158) (561) 403 1,087 24 1,063
In non-German offices......................... (751) (639) (112) (111) (465) 354
------ ------ ------ ----- ------ -----
Total......................................... (909) (1,200) 291 976 (441) 1,417
------ ------ ------ ----- ------ -----
Investment securities
In German offices............................. (1,345) (227) (1,118) (381) (308) (73)
In non-German offices......................... (68) (39) (29) (233) (241) 8
Total......................................... (1,413) (266) (1,147) (614) (549) (65)
------ ------ ------ ----- ------ -----
Total interest income........................... (7,963) (4,967) (2,996) 2,137 (1,052) 3,189
------ ------ ------ ----- ------ -----
INTEREST EXPENSE
Liabilities to banks
In German offices............................. (787) (331) (456) 739 (126) 865
In non-German offices......................... (1,220) (768) (452) 180 (544) 724
------ ------ ------ ----- ------ -----
Total......................................... (2,007) (1,099) (908) 919 (670) 1,589
------ ------ ------ ----- ------ -----
134
YEAR ENDED DECEMBER 31,
-------------------------------------------------------------
2002 OVER 2001 2001 OVER 2000
-------------------- --------------------
INCREASE/(DECREASE) INCREASE/(DECREASE)
DUE TO CHANGE IN: DUE TO CHANGE IN:
-------------------- --------------------
AVERAGE AVERAGE
TOTAL INTEREST AVERAGE TOTAL INTEREST AVERAGE
CHANGE RATE VOLUME CHANGE RATE VOLUME
------ --------- -------- ------ --------- --------
(E IN MILLIONS)
Liabilities to customers
In German offices............................. (807) (62) (745) 673 471 202
In non-German offices......................... (527) (213) (314) (519) (799) 280
------ ------ ------ ----- ------ -----
Total......................................... (1,334) (275) (1,059) 154 (328) 482
------ ------ ------ ----- ------ -----
Securities sold under repurchase agreements
In German offices............................. (414) (463) 49 1,041 111 930
In non-German offices......................... (727) (413) (314) (325) (499) 174
------ ------ ------ ----- ------ -----
Total......................................... (1,141) (876) (265) 716 (388) 1,104
------ ------ ------ ----- ------ -----
Subordinated liabilities
In German offices............................. 17 13 4 13 9 4
In non-German offices......................... (97) (85) (12) 89 48 41
------ ------ ------ ----- ------ -----
Total......................................... (80) (72) (8) 102 57 45
------ ------ ------ ----- ------ -----
Certificated liabilities
In German offices............................. (2,121) (363) (1,758) (175) (16) (159)
In non-German offices......................... (332) (900) 568 (243) (176) (67)
------ ------ ------ ----- ------ -----
Total......................................... (2,453) (1,263) (1,190) (418) (192) (226)
------ ------ ------ ----- ------ -----
Profit participation certificates outstanding
In German offices............................. 57 69 (12) 12 11 1
Total......................................... 57 69 (12) 12 11 1
------ ------ ------ ----- ------ -----
TOTAL INTEREST EXPENSE.......................... (6,958) (3,516) (3,442) 1,485 (1,510) 2,995
------ ------ ------ ----- ------ -----
CHANGE IN TAXABLE NET INTEREST INCOME........... (1,005) (1,451) 446 652 458 194
====== ====== ====== ===== ====== =====
RETURN ON EQUITY AND ASSETS
The following table sets forth the net income, average shareholders' equity
and selected financial information and ratios of our banking operations.
YEAR ENDED DECEMBER 31,
---------------------------
2002 2001 2000
------- ------ ------
(E IN MILLIONS, EXCEPT %)
Net (loss)/income........................................... (944) 539 1,809
Average shareholders' equity................................ 18,994 22,448 12,308
Return on assets(1)......................................... (0.19)% 0.10% 0.39%
Return on equity(2)......................................... (4.97)% 2.40% 14.70%
Equity to assets ratio(3)................................... 3.88% 4.13% 2.64%
---------------
(1) Return on assets is defined as net income of our banking operations divided
by average total assets of our banking operations.
(2) Return on equity is defined as net (loss)/income of our banking operations
divided by average shareholders' equity of our banking operations.
(3) Equity to assets ratio is defined as average shareholders' equity of our
banking operations divided by average total assets of our banking
operations.
135
TRADING AND INVESTMENT SECURITIES
The following table sets forth the book value of trading and investment
securities held by our banking operations by type of issuer. The allocation
between German and non-German components is based on the domicile of the issuer.
AT DECEMBER 31,
-----------------------------
2002 2001 2000
-------- ------- ------
(E IN MILLIONS)
TRADING SECURITIES
GERMAN:
Federal and state government and government agency debt
securities........................................... 14,304 8,267 4,225
Local government debt securities....................... 2,573 3,153 1,611
Corporate debt securities.............................. 34,645 35,326 29,892
Mortgage-backed securities............................. 403 50 --
Equity securities...................................... 412 1,147 2,661
-------- ------- ------
German total........................................... 52,337 47,943 38,389
-------- ------- ------
NON-GERMAN:
U.S. Treasury and other U.S. government agency debt
securities........................................... 5,798 802 610
Other government and official institution debt
securities........................................... 23,568 29,509 22,477
Corporate debt securities.............................. 8,066 12,667 11,734
Mortgage-backed securities............................. 1,021 474 --
Equity securities...................................... 8,668 13,917 9,762
-------- ------- ------
Non-German total....................................... 47,121 57,369 44,583
-------- ------- ------
TOTAL TRADING SECURITIES.................................... 99,458 105,312 82,972
======== ======= ======
SECURITIES AVAILABLE FOR SALE
GERMAN:
Federal and state government and government agency debt
securities........................................... 581 6,691 7,030
Local government debt securities....................... 1,840 24,842 25,517
Corporate debt securities.............................. 7,534 21,566 24,196
Mortgage-backed and other debt securities.............. 22 63 73
Equity securities...................................... 3,951 7,003 7,295
-------- ------- ------
German total........................................... 13,928(1) 60,165 64,111
-------- ------- ------
NON-GERMAN:
U.S. Treasury and other U.S. government agency debt
securities........................................... 227 453 916
Other government and official institution debt
securities........................................... 2,550 6,884 6,467
Corporate debt securities.............................. 5,337 6,270 5,626
Mortgage-backed and other debt securities.............. 520 105 19
Equity securities...................................... 3,097 3,297 2,863
-------- ------- ------
Non-German total....................................... 11,731 17,009 15,891
-------- ------- ------
TOTAL SECURITIES AVAILABLE FOR SALE......................... 25,659 77,174 80,002
======== ======= ======
136
AT DECEMBER 31,
-----------------------------
2002 2001 2000
-------- ------- ------
(E IN MILLIONS)
SECURITIES HELD TO MATURITY
GERMAN:
Mortgage-backed securities............................. -- 301 219
-------- ------- ------
German total........................................... -- 301 219
-------- ------- ------
NON-GERMAN:
Other government and official institution debt
securities........................................... 579 558 593
Corporate debt securities.............................. 145 152 165
-------- ------- ------
Non-German total....................................... 724 710 758
-------- ------- ------
TOTAL SECURITIES HELD TO MATURITY........................... 724 1,011 977
======== ======= ======
---------------
(1) Change from 2001 to 2002 reflects primarily the August 2002 deconsolidation
of Deutsche Hyp.
At December 31, 2002, our banking operations held ordinary shares of Munich
Re that had a book value in excess of ten percent of the shareholders' equity of
our banking operations. The aggregate shareholders' equity of Dresdner Bank and
our other banking operations was approximately E13,036 million at December 31,
2002. The aggregate book value and market value of such ordinary shares were
E1,518 million at December 31, 2002.
MATURITY ANALYSIS OF DEBT INVESTMENT SECURITIES
The following table sets forth an analysis of the contractual maturity and
weighted average yields of our banking operations' debt investment securities.
Actual maturities may differ from contractual maturity dates because issuers may
have the right to call or prepay obligations. The allocation between German and
non-German components is based on the domicile of the issuer.
137
AT DECEMBER 31, 2002
-------------------------------------------------------
DUE AFTER DUE AFTER
DUE IN ONE YEAR FIVE YEARS
ONE YEAR THROUGH THROUGH DUE AFTER
OR LESS FIVE YEARS TEN YEARS TEN YEARS TOTAL
-------- ---------- ---------- --------- ------
(E IN MILLIONS, EXCEPT %)
SECURITIES AVAILABLE FOR SALE
GERMAN:
Federal and state government and government agency
debt securities................................. 206 170 156 49 581
Local government debt securities.................. 6 1,139 675 20 1,840
Corporate debt securities......................... 1,479 4,759 1,236 60 7,534
Mortgage-backed and other debt securities......... -- 22 -- -- 22
------ ------ ------ ----- ------
German total...................................... 1,691 6,090 2,067 129 9,977
------ ------ ------ ----- ------
NON-GERMAN:
U.S. Treasury and other U.S. government agency
debt securities................................. 1 1 4 221 227
Other government and official institution debt
securities...................................... 1,084 688 524 254 2,550
Corporate debt securities......................... 2,260 2,233 518 326 5,337
Mortgage-backed and other debt securities......... 495 16 6 3 520
------ ------ ------ ----- ------
Non-German total.................................. 3,840 2,938 1,052 804 8,634
------ ------ ------ ----- ------
TOTAL SECURITIES AVAILABLE FOR SALE................... 5,531 9,028 3,119 933 18,611
====== ====== ====== ===== ======
WEIGHTED AVERAGE YIELD................................ 3.4% 4.1% 5.0% 5.6% 4.1%
SECURITIES HELD TO MATURITY
GERMAN:
Mortgage-backed securities........................ -- -- -- -- --
------ ------ ------ ----- ------
German total...................................... -- -- -- -- --
------ ------ ------ ----- ------
NON-GERMAN:
Other government and official institution debt
securities...................................... 489 90 -- -- 579
Corporate debt securities......................... 145 -- -- -- 145
------ ------ ------ ----- ------
Non-German total.................................. 634 90 -- -- 724
------ ------ ------ ----- ------
TOTAL SECURITIES HELD TO MATURITY..................... 634 90 -- -- 724
====== ====== ====== ===== ======
WEIGHTED AVERAGE YIELD................................ 7.2% 9.3% -- -- 7.5%
138
LOAN PORTFOLIO
The following table sets forth an analysis of our loan portfolio, excluding
allowances for loan losses, net of unearned income, according to the industry
sector of borrowers. The allocation between German and non-German components is
based on the domicile of the borrower.
AT DECEMBER 31,
-----------------------------------------------
2002 2001 2000 1999 1998
------- ------- ------- ------- -------
(E IN MILLIONS)
GERMAN:
Corporate:
Manufacturing industry.............. 9,728 10,825 11,539 11,014 12,459
Construction........................ 1,226 1,813 2,042 2,228 3,378
Wholesale and retail trade.......... 6,041 7,165 7,419 7,555 9,988
Financial institutions (excluding
banks) and insurance companies.... 2,810 4,896 4,196 926 4,090
Banks............................... 611 517 601 2,342 628
Service providers................... 13,797 22,943 21,326 23,658 15,243
Other............................... 2,911 3,974 3,067 4,416 3,048
------- ------- ------- ------- -------
Corporate total..................... 37,124 52,133 50,190 52,139 48,834
------- ------- ------- ------- -------
Public authorities..................... 212 718 540 276 1,101
Private individuals (including self-
employed professionals)............. 43,041 63,773 65,883 64,706 60,545
------- ------- ------- ------- -------
German total........................... 80,377 116,624 116,613 117,121 110,480
------- ------- ------- ------- -------
NON-GERMAN:
Corporate:
Manufacturing industry,
construction, wholesale and retail
trade and service providers....... 21,846 38,383 43,771 39,197 24,586
Financial institutions (excluding
banks) and insurance companies.... 6,312 10,285 10,166 8,100 7,379
Banks............................... 3,348 5,157 6,287 6,645 8,888
Other............................... 9,144 3,899 3,536 3,405 4,446
------- ------- ------- ------- -------
Corporate total..................... 40,650 57,724 63,760 57,347 45,299
------- ------- ------- ------- -------
Public authorities..................... 2,065 3,458 990 2,913 1,239
Private individuals (including self-
employed professionals)............. 11,046 10,601 10,151 9,922 9,595
------- ------- ------- ------- -------
Non-German total....................... 53,761 71,783 74,901 70,182 56,133
------- ------- ------- ------- -------
TOTAL LOANS.............................. 134,138 188,407 191,514 187,303 166,613
======= ======= ======= ======= =======
The following table sets forth our banking operations' mortgage loans and
finance leases that are included within the above analysis of loans.
AT DECEMBER 31,
------------------------------------------
2002 2001 2000 1999 1998
------ ------ ------ ------ ------
(E IN MILLIONS)
Mortgage loans................................. 39,683 57,315 61,303 60,587 55,975
Finance leases................................. 1,104 2,414 1,430 1,778 1,568
139
LOAN CONCENTRATIONS
Although our loan portfolio is diversified across more than 152 countries,
at December 31, 2002 approximately 59.9% of our total loans were to borrowers in
Germany. At December 31, 2002, our largest credit exposures to borrowers in
Germany were loans to private individuals (including self-employed
professionals). Approximately 54.3% of these loans are residential mortgage
loans, which represent approximately 17.4% of our total loans. Our residential
mortgage loans include owner-occupied, single- and two-family homes and
apartment dwellings and investment properties. Our residential mortgage loans
are well diversified across all German states. Our remaining loans to private
individuals in Germany primarily include other consumer installment loans and
loans to self-employed professionals, which are also geographically diversified
across Germany. We have no other concentrations of loans to private individuals
(including self-employed professionals) in Germany in excess of ten percent of
our total loans.
Our corporate customers are broadly diversified. At December 31, 2002,
approximately 10.3% of our total loans were to German corporate customers in
various services industries, including utilities, media, transportation and
other service providers. However, none of those industries are individually
significant to our domestic loan portfolio and we have no concentrations of
loans to borrowers in any services industry in excess of ten percent of our
total loans.
At December 31, 2002, approximately 23.1% of our total loans were to
non-financial corporate borrowers outside Germany.
These loans are well diversified across various commercial industries,
including:
PERCENT OF
TOTAL LOANS
-----------
Manufacturing industry...................................... 6.9%
Construction................................................ 1.6%
Wholesale and retail trade.................................. 1.1%
Telecommunications.......................................... 1.5%
Transportation.............................................. 1.1%
Other service providers(1).................................. 4.1%
Other....................................................... 6.8%
---------------
(1) Other services providers include media, utilities, natural resources and
other services.
We have no concentrations of loans to non-financial corporate borrowers in
any industry in excess of ten percent of our total loans.
140
MATURITY ANALYSIS OF LOAN PORTFOLIO
The following table sets forth an analysis of the contractual maturity of
our loans at December 31, 2002. The allocation between German and non-German
components is based on the domicile of the borrower.
AT DECEMBER 31, 2002
--------------------------------------------
DUE AFTER
DUE IN ONE YEAR
ONE YEAR THROUGH DUE AFTER
OR LESS FIVE YEARS FIVE YEARS TOTAL
-------- ---------- ---------- -------
(E IN MILLIONS)
GERMAN:
Corporate:
Manufacturing industry....................... 5,238 3,158 1,332 9,728
Construction................................. 884 150 192 1,226
Wholesale and retail trade................... 3,477 1,839 725 6,041
Financial institutions (excluding banks) and
insurance companies....................... 1,495 1,043 272 2,810
Banks........................................ 354 181 76 611
Service providers:
Telecommunication......................... 10 497 104 611
Transportation............................ 300 157 390 847
Other service providers................... 5,420 3,763 3,156 12,339
Total service providers...................... 5,730 4,417 3,650 13,797
Other........................................ 1,462 972 477 2,911
------ ------ ------ -------
Corporate total.............................. 18,640 11,760 6,724 37,124
------ ------ ------ -------
Public authorities................................ 180 24 8 212
Private individuals (including self-employed
professionals):
Residential mortgage loans..................... 277 5,643 17,450 23,370
Consumer installment loans..................... 3,154 0 0 3,154
Other.......................................... 5,872 1,848 8,797 16,517
Total private individuals (including self-employed
professionals)................................. 9,303 7,491 26,247 43,041
------ ------ ------ -------
German total...................................... 28,123 19,275 32,979 80,377
------ ------ ------ -------
NON-GERMAN:
Corporate:
Manufacturing industry....................... 4,600 3,801 831 9,232
Construction................................. 417 1,094 700 2,211
Wholesale and retail trade................... 870 574 57 1,501
Service Providers:
Telecommunication......................... 326 1,370 276 1,972
Transportation............................ 253 575 628 1,456
Other service providers................... 2,698 2,326 450 5,474
Total service providers...................... 3,277 4,271 1,354 8,902
Total manufacturing industry, construction,
wholesale and retail trade and service
providers................................. 9,164 9,740 2,942 21,846
141
AT DECEMBER 31, 2002
--------------------------------------------
DUE AFTER
DUE IN ONE YEAR
ONE YEAR THROUGH DUE AFTER
OR LESS FIVE YEARS FIVE YEARS TOTAL
-------- ---------- ---------- -------
(E IN MILLIONS)
Financial institutions (excluding banks) and
insurance companies....................... 1,633 3,128 1,551 6,312
Banks........................................ 2,007 994 347 3,348
Other........................................ 5,768 1,867 1,509 9,144
------ ------ ------ -------
Corporate total.............................. 18,572 15,729 6,349 40,650
------ ------ ------ -------
Public authorities................................ 1,702 188 175 2,065
Private individuals (including self-employed
professionals):
Residential mortgage loans................ 850 2,702 5,368 8,920
Consumer installment loans................ 43 52 34 129
Other..................................... 1,197 276 524 1,997
Total private individuals......................... 2,090 3,030 5,926 11,046
------ ------ ------ -------
Non-German total.................................. 22,364 18,947 12,450 53,761
------ ------ ------ -------
TOTAL LOANS......................................... 50,487 38,222 45,429 134,138
====== ====== ====== =======
The following table sets forth the total amount of loans due after one year
with predetermined interest rates and floating or adjustable interest rates at
December 31, 2002. Loans with predetermined interest rates are loans for which
the interest rate is fixed for the entire term of the loan. All other loans are
considered floating or adjustable interest rate loans. The allocation between
German and non-German components is based on the domicile of the borrower.
AT DECEMBER 31, 2002
----------------------------------------
LOANS WITH
LOANS WITH FLOATING OR
PREDETERMINED ADJUSTABLE
INTEREST RATES INTEREST RATES TOTAL
-------------- -------------- ------
(E IN MILLION)
GERMAN:
Private individuals (including self-employed
professionals)..................................... 31,098 2,640 33,738
Corporate and public customers........................ 12,446 6,070 18,516
German total............................................ 43,544 8,710 52,254
NON-GERMAN:
Private individuals (including self-employed
professionals)..................................... 2,637 6,319 8,956
Corporate and public customers........................ 5,763 16,678 22,441
Non-German total........................................ 8,400 22,997 31,397
Total................................................... 51,944 31,707 83,651
142
RISK ELEMENTS
NON-PERFORMING LOANS
The following table sets forth the outstanding balance of our
non-performing loans. The allocation between German and non-German components is
based on the domicile of the borrower.
AT DECEMBER 31,
---------------------------------------
2002 2001 2000 1999 1998
------ ------ ----- ----- -----
(E IN MILLIONS)
NONACCRUAL LOANS:
German.......................................... 7,355 8,751 7,991 7,516 6,322
Non-German...................................... 3,097 2,404 1,928 1,618 869
------ ------ ----- ----- -----
Total nonaccrual loans.......................... 10,452 11,155 9,919 9,134 7,191
====== ====== ===== ===== =====
LOANS PAST DUE 90 DAYS AND STILL ACCRUING
INTEREST:
German.......................................... 644 1,640 1,238 1,526 1,876
Non-German...................................... 151 309 300 305 196
------ ------ ----- ----- -----
Total loans past due 90 days and still accruing
interest..................................... 795 1,949 1,538 1,831 2,072
====== ====== ===== ===== =====
TROUBLED DEBT RESTRUCTURINGS:
German.......................................... 65 215 253 261 307
Non-German...................................... 313 336 323 289 294
------ ------ ----- ----- -----
Total troubled debt restructurings.............. 378 551 576 550 601
====== ====== ===== ===== =====
NONACCRUAL LOANS
Nonaccrual loans are loans on which interest income is no longer recognized
on an accrual basis and loans for which a specific provision is recorded for the
full amount of accrued interest receivable. We place loans on nonaccrual status
when we determine, based on management's judgment, that the payment of interest
or principal is doubtful.
When a loan is placed on nonaccrual status, any accrued and unpaid interest
receivable is reversed and charged against interest income. We restore loans to
accrual status only when interest and principal are made current in accordance
with the contractual terms and, in management's judgment, future payments are
reasonably assured. When we have doubts about the ultimate collectibility of the
principal of a loan placed on nonaccrual status, all cash receipts are recorded
as reductions in principal. Once the recorded principal amount of the loan is
reduced to zero, future cash receipts are recognized as interest income. For all
remaining loans, interest income is recognized when received.
LOANS PAST DUE 90 DAYS AND STILL ACCRUING INTEREST
Loans past due 90 days and still accruing interest are loans that are
contractually past due 90 days or more as to principal or interest on which we
continue to recognize interest income on an accrual basis.
TROUBLED DEBT RESTRUCTURINGS
Troubled debt restructurings are loans that we have restructured due to a
deterioration in the borrower's financial position and in relation to which, for
economic or legal reasons related to the borrower's deteriorated financial
position, we have granted a concession to the borrower that we would not have
otherwise granted.
143
INTEREST INCOME ON NON-PERFORMING LOANS
The following table sets forth the gross interest income that would have
been recorded during the year ended December 31, 2002 on nonaccrual loans and
troubled debt restructurings if such loans had been current in accordance with
their original contractual terms and the interest income on such loans that was
actually included in interest income during the year ended December 31, 2002.
YEAR ENDED DECEMBER 31, 2002
---------------------------------
IN GERMAN IN NON-GERMAN
OFFICES OFFICES TOTAL
--------- ------------- -----
(E IN MILLIONS)
Interest income that would have been recorded in accordance
with the original contractual terms....................... 341 137 478
Interest income actually recorded........................... 48 30 78
POTENTIAL PROBLEM LOANS
Potential problem loans are loans that are not classified as nonaccrual
loans, loans past due 90 days and still accruing interest or troubled debt
restructurings, but where known information about possible credit problems
causes us to have serious doubts as to the ability of the borrower to comply
with the present loan repayment terms and which may result in classifying the
loans in one of the three categories of non-performing loans described above.
The outstanding balance of our potential problem loans was E2,437 million at
December 31, 2002.
Each of our potential problem loans has been subject to our normal credit
monitoring and review procedures. Of these loans, approximately E576 million
have a specific loss allowance. The remaining loans have also been reviewed for
impairment, however, based on our estimated measurement of the impairment, no
specific loss allowance has been recorded on such loans.
Approximately 6% and 2% of our potential problem loans are to private
individuals in Germany and Latin America, respectively. The remaining loans are
to corporate borrowers in manufacturing, construction, wholesale and retail
trade, telecommunication, transportation and other services, including media,
utilities, natural resources and other services and other industry sectors. Our
potential problem loans to corporate borrowers are diversified across the
following geographic regions:
AT DECEMBER 31, 2002
PERCENT OF TOTAL POTENTIAL
PROBLEM LOANS
--------------------------
Germany..................................................... 62%
North America............................................... 11%
Europe (excluding Germany).................................. 8%
Latin America............................................... 7%
Asia/Pacific................................................ 2%
Middle East/Africa.......................................... 2%
FOREIGN OUTSTANDINGS
Cross-border outstandings consist of loans, net of allowances for loan
losses, accrued interest receivable, acceptances, interest-bearing deposits with
other banks, other interest-bearing investments and other monetary assets that
either are recorded in an office that is not in the same country as the domicile
of the borrower, guarantor, issuer or counter-party, or are denominated in a
currency that is not the local currency of the borrower, guarantor, issuer or
counter-party or are net local country claims. Net local country claims are
domestic claims
144
recorded in offices outside Germany that are denominated in local or foreign
currency and that are not funded by liabilities in the same currency as the
claim and recorded in the same office.
Our cross-border outstandings are allocated by country based on the country
of domicile of the borrower, guarantor, issuer or counter-party of the ultimate
credit risk. At head-office level we set limits on and monitor actual
cross-border outstandings on a country-by-country basis based on transfer,
economic and political risks.
The following table sets forth our cross-border outstandings by geographic
location for countries that exceeded 0.75% of the total assets of our banking
operations. At December 31, 2002, there were no cross-border outstandings that
exceeded 0.50% of the total assets of our banking operations in any country
currently facing debt restructurings or liquidity problems that we expect would
materially impact the borrowers' ability to repay their obligations.
AT DECEMBER 31, 2002
----------------------------------------------------------------------------------------------
GOVERNMENT BANKS AND NET LOCAL TOTAL CROSS- PERCENT
AND OFFICIAL FINANCIAL COUNTRY BORDER OF TOTAL CROSS-BORDER
INSTITUTIONS INSTITUTIONS OTHER(1) CLAIMS OUTSTANDINGS ASSETS(2) COMMITMENTS(3)
------------ ------------ -------- --------- ------------ --------- --------------
(E IN MILLIONS, EXCEPT %)
COUNTRY
United States......... 1,853 4,708 3,963 -- 10,524 2.53% 13,100
United Kingdom........ 718 3,048 2,803 3,583 10,152 2.44% 5,421
France................ 1,035 3,596 1,511 56 6,198 1.49% 2,498
Italy................. 6,194 1,573 202 1,932 9,901 2.38% 649
Netherlands........... 400 3,233 1,064 -- 4,697 1.13% 1,972
Japan................. 749 476 109 41 1,375 0.33% 1,187
Switzerland........... 79 1,701 964 -- 2,744 0.66% 942
Spain................. 829 948 519 -- 2,296 0.55% 148
AT DECEMBER 31, 2001
----------------------------------------------------------------------------------------------
GOVERNMENT BANKS AND NET LOCAL TOTAL CROSS- PERCENT
AND OFFICIAL FINANCIAL COUNTRY BORDER OF TOTAL CROSS-BORDER
INSTITUTIONS INSTITUTIONS OTHER(1) CLAIMS OUTSTANDINGS ASSETS(2) COMMITMENTS(3)
------------ ------------ -------- --------- ------------ --------- --------------
(E IN MILLIONS, EXCEPT %)
COUNTRY
United States......... 1,266 8,200 7,135 1,178 17,779 3.38% 14,301
United Kingdom........ 354 9,472 2,495 -- 12,321 2.34% 7,137
France................ 556 6,834 4,020 -- 11,410 2.17% 124
Italy................. 11,320 1,344 361 1,088 14,113 2.68% 2,409
Netherlands........... 1,408 4,561 2,105 -- 8,074 1.54% --
Japan................. 361 1,334 422 644 2,761 0.53% 3,132
Switzerland........... 86 2,995 1,887 -- 4,968 0.94% 219
Spain................. 2,509 1,530 1,004 32 5,075 0.97% 133
145
AT DECEMBER 31, 2000
----------------------------------------------------------------------------------------------
GOVERNMENT BANKS AND NET LOCAL TOTAL CROSS- PERCENT
AND OFFICIAL FINANCIAL COUNTRY BORDER OF TOTAL CROSS-BORDER
INSTITUTIONS INSTITUTIONS OTHER(1) CLAIMS OUTSTANDINGS ASSETS(2) COMMITMENTS(3)
------------ ------------ -------- --------- ------------ --------- --------------
(E IN MILLIONS, EXCEPT %)
COUNTRY
United States......... 1,130 11,944 6,632 1,421 21,127 4.22% 18,568
United Kingdom........ 216 12,398 2,891 -- 15,505 3.09% 6,685
France................ 730 6,454 3,513 -- 10,697 2.14% 69
Italy................. 6,548 3,098 314 77 10,037 2.00% 1,041
Netherlands........... 1,131 4,809 2,510 -- 8,450 1.69% --
Japan................. 966 2,316 424 696 4,402 0.88% 3,204
Switzerland........... 116 3,531 2,181 455 6,283 1.25% 248
Spain................. 2,281 1,430 712 182 4,605 0.92% 775
---------------
(1) Other includes insurance, commercial, industrial, service providers and
other corporate counter-parties.
(2) Percent of total assets is defined as total cross-border outstandings
divided by total assets of our banking operations. The total assets of our
banking operations were E415 billion, E526 billion and E501 billion at
December 31, 2002, 2001 and 2000, respectively.
(3) Cross-border commitments have been presented separately as they are not
included as cross-border outstandings unless utilized.
Total cross-border outstandings disclosed above included E945 million and
E668 million of gross loans outstanding to borrowers in the United States that
are also disclosed within the category of non-performing loans at December 31,
2002 and 2001, respectively. At December 31, 2002, total cross-border
outstandings disclosed above also included E126 million of gross loans
outstanding to borrowers in the United States that are also disclosed within the
category of potential problem loans.
SUMMARY OF LOAN LOSS EXPERIENCE
The following discussion of loan loss allowances refers to the banking
operations of Dresdner Bank, which represents substantially all of our banking
segment, as our other banking operations have not historically been significant.
We establish allowances for loan losses in our loan portfolio that
represent management's estimate of probable losses at the balance sheet date. We
calculate an allowance for each of the following risks that are allocable to
identified loans or groups of loans in our portfolio:
- a specific loan loss allowance for impaired loans;
- a general loan loss allowance for impairments that have been incurred but
are not yet identified; and
- an allowance for transfer risk, or country risk allowance.
We do not maintain any additional reserves that are not allocable to
specifically identified loans or groups of loans in the portfolio.
SPECIFIC LOAN LOSS ALLOWANCE
A specific loan loss allowance is established to provide for specifically
identified counter-party risks. Loans are identified as impaired if it is
probable that borrowers are no longer able to make their contractually
agreed-upon interest and principal payments. Specific loan loss allowances are
established for impaired loans. We calculate the specific loan loss allowance
based on the guidance provided in IAS 39 and SFAS 114, according to which an
impaired loan
146
should be recorded at its estimated recoverable amount either directly, or
through the use of an allowance account by recording a charge to the income
statement. The estimated recoverable amount is the present value of expected
future cash flows discounted at the loan's original effective interest rate, or
if the loan is collateral dependant and foreclosure on the loan is probable, the
fair value of the collateral, or if there is an observable market for the loan,
the market value of the loan. If the amount of the impairment subsequently
increases or decreases due to an event occurring after the initial measurement
of impairment, a change in the allowance is recognized in earnings by a charge
or a credit to net loan loss provisions.
We evaluate each of our loans individually. We use an internal credit
rating system implemented in 2002 to assign ratings from 1 to 16 to each loan on
the basis of specific quantitative and qualitative customer criteria, including
financial condition, historical earnings, management quality, and general
industry data, among others. Loans that are classified in the rating categories
15 and 16 are loans that are deemed to be impaired under IAS 39 and SFAS 114. In
addition, loans that carry ratings of 13 and 14 are reviewed for potential
impairment. Prior to 2002, we used an internal credit rating system that
assigned ratings from 1 to 8 to each loan.
Loans for which a specific loan loss allowance has previously been
established are evaluated on an individual basis if the existing specific loan
loss allowance is E500,000 or more. Loans for which a specific loan loss
allowance of less than E500,000 has previously been established have been
aggregated into portfolios of similar loans by collateral types for evaluation
under IAS 39 and SFAS 114. We determine the impairment provision on such
portfolios by calculating the average loss rates and the collection periods for
different types of collateral and applying a weighted average discount rate to
these aggregated expected future cash flows. The results of such calculations
are subject to back-testing procedures, such as individual evaluation of sample
loans within particular sub-portfolios.
GENERAL LOAN LOSS ALLOWANCE
General loan loss allowances are established to provide for incurred but
unidentified losses that are inherent in the loan portfolio as of the relevant
balance sheet date. General allowances for loan losses are established for loans
that are impaired but not yet identified as impaired due to the time lag between
the occurrence of an impairment event and the detection of that event by our
credit risk monitoring systems and controls. Such a time lag may occur due to
intervals between impairment tests, ratings reviews and/or a borrower's
financial reporting. In order to avoid layering or double counting of both
specific and general loan loss allowances, only those loans that have not been
deemed impaired under IAS 39 or SFAS 114 are included as part of the portfolio
used to establish the general loan loss allowance.
The amount of the general loan loss allowance is based on historical loan
loss experience and management's evaluation of the loan portfolio under current
events and economic conditions. Toward this end, we follow a three-step process.
First, we derive an economic measure of future expected credit losses over
a given time horizon, based on the application of historical loss data to the
loan portfolio as of the most recent balance sheet date. On the basis of the
individual ratings that we have assigned, we assign empiric probabilities of
default to loans with a similar rating. In a bottom-up process, we apply credit
risk parameters based on differentiation between the underlying risks (e.g.
probabilities of default by internal rating class and collateral recovery rates
by collateral types) to the position data of the loan portfolio. We calculate
probabilities of default using empiric historical data of Dresdner Bank's loan
portfolio, which serves as the basis for predicting future default rates within
our rating categories. We derive the expected loss from Dresdner Bank's
historical experience of the amount of the balance of a claim that is not likely
to be recovered based on the balance of the claim when the loan became impaired.
The result is an economic measure of
147
the expected credit losses of each individual loan, representing a
probability-weighted amount of credit loss in the event of a default over the
measurement horizon. These amounts are aggregated to the total portfolio level.
Through a revolving analysis of actual credit losses, we update the underlying
credit risk parameters of our credit risk models in order to improve the quality
and reliability of our credit risk measures.
Second, we adjust the expected credit loss estimate, which reflects all
future credit losses regardless of the accounting period in which they are
expected to occur, to reflect only those credit losses that can be attributed to
the current accounting period as having already occurred, but as not yet having
been identified as of the most recent balance sheet date. These adjustments are
performed on the basis of loss emergence periods, which measure the average time
lag between the economic loss event and accounting recognition of the loss under
IAS 39 or SFAS 114. We generally use default horizons of between six and eight
months from the balance sheet date, depending on the portfolio. The resulting
amount is used as the basis for determining the general loan loss allowance.
Third, since expected loss estimates are dependent on historical
information, which may not be representative of current circumstances, the
general loan loss allowance may be reviewed by Dresdner Bank senior management.
If we believe that certain current factors such as internal lending practices or
the state of the broader credit cycle are not adequately reflected in the
historical credit risk parameters used to establish the general loan loss
allowance, we perform an additional qualitative analysis of the allowance.
Modifications of the allowance may then be proposed to Dresdner Bank's
management board. Factors for which such modifications of the general loan loss
allowance may be made include:
- Levels of and trends in delinquencies and impaired loans;
- Levels in and trends in recoveries of prior charge offs;
- Trends in volume and terms of loans;
- Effects of changes in lending policies and procedures;
- Experience, ability, and depth of lending management and other relevant
staff;
- National and local trends and conditions; and
- Credit concentrations.
COUNTRY RISK ALLOWANCE
Country risk allowances are established for transfer risk. Transfer risk is
a measure of the likely ability of a borrower in a certain country to repay its
foreign currency-denominated debt in light of the economic or political
situation prevailing in that country. We establish a country risk allowance for
loan exposures if serious doubts exist regarding a counterparty's ability to
comply with the repayment terms due to the economic or political situation
prevailing in the country of the domicile of the counterparty. We believe that
this risk represents an additional risk above and beyond the normal counterparty
risk.
Country risk allowances are based on our country rating system that
incorporates current and historical economic, political and other data to
categorize countries by risk profile. Using this system, we define country risk
ratings from 1 to 8. Country risk allowances are established only for loans to
borrowers in countries that are classified in country risk rating categories 6,
7 and 8.
We exclude certain loans from this assessment, including loans made in
local currency, certain short-term trade financing loans and loans that are
collateralized by assets in, or guaranteed by a party in, an economically and
politically stable country. In order to avoid layering or double counting of
both specific loan loss allowances and country risk allowances, loans that
148
have been deemed impaired under IAS 39 or SFAS 114 are excluded from the
portfolio used to establish the country risk allowance.
SELF-CORRECTING MECHANISMS
The principal self-correcting mechanism used to reduce the difference
between estimated and actual observed losses is our practice of basing loss
estimates on our historical loss experience. Where actual observed losses differ
from estimated losses, information relating to the actual observed losses is
incorporated into the historical statistical data on which we base our estimates
and is accordingly reflected in our subsequent estimated losses. Similarly, the
credit default models that we use in calculating the general loan loss allowance
are updated to incorporate newly available statistical evidence on impairment
into the default calculations.
In addition, Dresdner Bank reviews its loss estimates on a quarterly basis,
and, where such estimates differ from actual observed losses, makes appropriate
adjustment to the general loan loss allowance and/or the country risk allowance.
MOVEMENTS IN LOAN LOSS ALLOWANCE
The primary change in the concentration, quality and terms of our loan
portfolio in 2002 was the deconsolidation in August 2002 of our former mortgage
banking subsidiary Deutsche Hyp. Primarily as a result of the deconsolidation,
our total loan portfolio decreased by E54,269 million, or 28.8%, to E134,138
million at December 31, 2002 from E188,407 million at December 31, 2001.
Substantially all of the decrease related to commercial mortgage loans held by
German borrowers. Such loans typically are longer term than other loans in our
portfolio, with the result that the deconsolidation slightly reduced our
portfolio's overall maturity profile. This change was reflected directly in both
the specific loan loss allowance and the general loan loss allowance, which were
reduced by E923 million and E62 million, respectively, as a result of the
deconsolidation, as well as indirectly in the general loan loss allowance, to
the extent that loans attributable to Deutsche Hyp were no longer included in
the portfolio used to calculate the general loan loss allowance following the
deconsolidation.
In addition, we significantly decreased exposures to corporate borrowers in
the course of 2002, particularly in the United States and Asia, as part of our
strategic plan to reduce our non-core lending activities outside of Europe. The
reduction in exposures to corporate borrowers was more than offset by the
deterioration in the credit quality of existing borrowers, however, reflecting
the weakness in the current global economic climate. On a comparable basis,
excluding loans attributable to Deutsche Hyp, our non-performing loans increased
by E1,276 million, or 12.3%, and potential problem loans increased E231 million,
or 10.5%, from December 31, 2001 to December 31, 2002.
We did not introduce significant changes in the terms of our loan
underwriting in 2002, nor did we introduce significant changes in our estimation
methods and assumptions. Beginning in late 2001 and over the course of 2002,
Dresdner Bank implemented a revised and improved loan rating system to reflect
16 categories of loan rating rather than merely eight, and to reflect more
accurately qualitative as well as quantitative information relating to loans.
The new loan grading system did not significantly affect our loan loss
allowances at December 31, 2002.
During 2002, there were no reallocations of the allowance among the
different parts of the loan portfolio or different elements of the allowance. As
discussed above, when we establish a specific loan loss allowance in relation to
a particular loan, that loan is removed from the portfolio of loans that is used
as a basis for calculating the general loan loss allowance and the country risk
allowance. The establishment of a specific loan loss allowance may therefore
result indirectly in a decrease in the general loan loss allowance and the
country risk allowance, but no direct reallocation of allowances occurs.
149
In 2002, we established significant specific loan loss allowances of E288
million in relation to E729 million of loans to borrowers in Argentina. Such
loans were subsequently excluded from the portfolio of loans used to calculate
the general loan loss allowance and the country risk allowance. The resulting
indirect decrease in the country risk allowance was offset in part, however, by
increased country risk provisions of E70 million relating to exposures in
Brazil.
In general, the comparatively high level of net loan loss provisions of
E2,222 million in 2002, together with the decrease in the overall size of the
loan portfolio attributable to the deconsolidation of Deutsche Hyp and the
reduction in non-core lending outside Europe, resulted in a lower projected
level of general loan loss allowances than in previous years. In light of global
economic and geopolitical conditions, however, we determined not to reduce our
general loan loss allowance to reflect such projections. Our general loan loss
allowance was E747 million at December 31, 2002, compared to E753 million at
December 31, 2001.
We believe the level of our total loan loss allowance is adequate in
comparison to our historical net loss experience. The average credit rating of
loans in our portfolio based on our internal rating system has remained largely
constant in recent years, while at the same time our total loan loss allowance
as a percentage of total loans has increased to 5.2% at December 31, 2002,
compared to 4.5% at December 31, 2001, excluding loans and allowances for loan
losses attributable to Deutsche Hyp, and 3.7% at December 31, 2000.
The following table sets forth an analysis of the specific loan loss
allowances by industry sector and geographic category of the borrowers, and the
percentage of our total loan portfolio accounted for by those industry and
geographic categories, on the dates specified. The allocation between German and
non-German components is based on the domicile of the borrower.
AT DECEMBER 31,
-------------------------------------------------------------------------------------------------
2002 2001 2000 1999 1998
----------------- ----------------- ----------------- ----------------- -----------------
PERCENT PERCENT PERCENT PERCENT PERCENT
OF TOTAL OF TOTAL OF TOTAL OF TOTAL OF TOTAL
LOANS LOANS LOANS LOANS LOANS
IN EACH IN EACH IN EACH IN EACH IN EACH
CATEGORY CATEGORY CATEGORY CATEGORY CATEGORY
TO TOTAL TO TOTAL TO TOTAL TO TOTAL TO TOTAL
AMOUNT LOANS AMOUNT LOANS AMOUNT LOANS AMOUNT LOANS AMOUNT LOANS
------ -------- ------ -------- ------ -------- ------ -------- ------ --------
(E IN MILLIONS, EXCEPT %)
GERMAN:
Corporate:
Manufacturing industry..... 884 7.2% 884 5.7% 687 6.0% 840 5.9% 738 7.5%
Construction............... 301 0.9% 353 1.0% 381 1.1% 389 1.2% 372 2.0%
Wholesale and retail
trade.................... 426 4.5% 448 3.8% 506 3.9% 585 4.0% 557 6.0%
Financial institutions
(excluding banks) and
insurance companies...... 171 2.1% 133 2.6% 135 2.2% 110 0.5% 126 2.5%
Banks...................... 7 0.5% 5 0.3% 1 0.3% -- 1.3% -- 0.4%
Service providers.......... 827 10.3% 982 12.2% 1,030 11.1% 887 12.6% 654 9.1%
Other...................... 108 2.2% 59 2.1% 95 1.6% 130 2.4% 97 1.8%
----- ----- ----- ----- -----
Corporate total............ 2,724 27.7% 2,864 27.7% 2,835 26.2% 2,941 27.9% 2,544 29.3%
Public authorities......... -- 0.2% -- 0.4% -- 0.3% 1 0.1% 2 0.7%
Private individuals
(including self-employed
professionals)........... 1,702 32.1% 2,090 33.8% 1,730 34.4% 1,342 34.6% 1,170 36.3%
----- ----- ----- ----- -----
German total............... 4,426 60.0% 4,954 61.9% 4,565 60.9% 4,284 62.6% 3,716 66.3%
----- ----- ----- ----- -----
150
AT DECEMBER 31,
-------------------------------------------------------------------------------------------------
2002 2001 2000 1999 1998
----------------- ----------------- ----------------- ----------------- -----------------
PERCENT PERCENT PERCENT PERCENT PERCENT
OF TOTAL OF TOTAL OF TOTAL OF TOTAL OF TOTAL
LOANS LOANS LOANS LOANS LOANS
IN EACH IN EACH IN EACH IN EACH IN EACH
CATEGORY CATEGORY CATEGORY CATEGORY CATEGORY
TO TOTAL TO TOTAL TO TOTAL TO TOTAL TO TOTAL
AMOUNT LOANS AMOUNT LOANS AMOUNT LOANS AMOUNT LOANS AMOUNT LOANS
------ -------- ------ -------- ------ -------- ------ -------- ------ --------
(E IN MILLIONS, EXCEPT %)
NON-GERMAN:
Corporate:
Manufacturing industry,
construction, wholesale
and retail trade and
service providers........ 659 16.3% 1,201 20.4% 998 22.9% 1,183 20.9% 1,001 14.8%
Financial institutions
(excluding banks) and
insurance companies...... 33 4.7% 96 5.5% 109 5.3% 107 4.3% 17 4.4%
Banks...................... 244 2.5% 118 2.7% 92 3.3% 142 3.5% 195 5.3%
Other...................... 321 6.8% 247 2.1% 118 1.8% 85 1.8% 98 2.7%
----- ----- ----- ----- -----
Corporate total............ 1,257 30.3% 1,662 30.7% 1,317 33.3% 1,517 30.5% 1,311 27.2%
Public authorities......... 14 1.5% 15 1.8% 14 0.5% 30 1.6% 15 0.7%
Private individuals
(including self-employed
professionals)........... 182 8.2% 211 5.6% 224 5.3% 231 5.3% 216 5.8%
----- ----- ----- ----- -----
Non-German total........... 1,453 40.0% 1,888 38.1% 1,555 39.1% 1,778 37.4% 1,542 33.7%
----- ----- ----- ----- -----
TOTAL SPECIFIC LOAN LOSS
ALLOWANCES................... 5,879 100.0% 6,842 100.0% 6,120 100.0% 6,062 100.0% 5,258 100.0%
COUNTRY RISK ALLOWANCES....... 340 443 480 659 529
GENERAL LOSS ALLOWANCES....... 747 753 523 386 344
----- ----- ----- ----- -----
TOTAL LOAN LOSS ALLOWANCES.... 6,966 8,038 7,123 7,107 6,131
===== ===== ===== ===== =====
151
The following table sets forth the movements in the loan loss allowance
according to the industry sector and geographic category of the borrower. The
allocation between German and non-German components is based on the domicile of
the borrower.
YEAR ENDED DECEMBER 31,
--------------------------------------
2002 2001 2000 1999 1998
------ ----- ----- ----- -----
(E IN MILLIONS)
TOTAL ALLOWANCES FOR LOAN LOSSES AT BEGINNING OF THE
YEAR................................................. 8,038 7,123 7,107 6,131 4,955
GROSS CHARGE-OFFS:
GERMAN:
Corporate:
Manufacturing industry............................ 314 66 211 71 47
Construction...................................... 138 16 53 33 11
Wholesale and retail trade........................ 206 54 163 71 26
Financial institutions (excluding banks) and
insurance companies............................. 74 17 19 4 1
Banks............................................. 11 -- -- -- --
Service providers................................. 327 103 131 82 78
Other............................................. 117 16 36 5 5
------ ----- ----- ----- -----
Corporate total................................... 1,187 272 613 266 168
Public authorities................................ -- -- 1 -- --
Private individuals (including self-employed
professionals).................................. 348 211 337 173 115
------ ----- ----- ----- -----
German total........................................... 1,535 483 951 439 283
------ ----- ----- ----- -----
NON-GERMAN:
Corporate:
Manufacturing industry, construction, wholesale
and retail trade and service providers.......... 270 516 594 93 116
Financial institutions (excluding banks) and
insurance companies............................. 12 23 48 6 5
Banks............................................. 6 13 14 19 3
Other............................................. 28 2 72 1 4
------ ----- ----- ----- -----
Corporate total................................... 316 554 728 119 128
Private individuals (including self-employed
professionals).................................. 38 49 32 9 11
------ ----- ----- ----- -----
Non-German total....................................... 354 603 760 128 139
------ ----- ----- ----- -----
TOTAL GROSS CHARGE-OFFS................................ 1,889 1,086 1,711 567 422
------ ----- ----- ----- -----
152
YEAR ENDED DECEMBER 31,
--------------------------------------
2002 2001 2000 1999 1998
------ ----- ----- ----- -----
(E IN MILLIONS)
RECOVERIES:
GERMAN:
Corporate:
Manufacturing industry............................ -- 1 9 1 1
Construction...................................... -- -- -- 1 --
Wholesale and retail trade........................ -- -- -- 1 --
Service providers................................. -- -- -- 10 1
Other............................................. 1 -- -- -- 1
------ ----- ----- ----- -----
Corporate total................................... 1 1 9 13 3
Private individual (including self-employed
professionals).................................. 28 25 21 17 17
------ ----- ----- ----- -----
German total........................................... 29 26 30 30 20
------ ----- ----- ----- -----
NON-GERMAN:
Corporate:
Manufacturing industry, construction, wholesale
and retail trade and service providers.......... 57 3 1 1 3
Financial institutions (excluding banks) and
insurance companies............................. 1 7 -- -- --
Banks............................................. -- 4 1 -- --
Other............................................. 32 2 1 -- 37
------ ----- ----- ----- -----
Corporate total................................... 90 16 3 1 40
Public authorities................................ -- -- 1 -- --
Private individuals (including self-employed
professionals).................................. 56 6 2 5 6
------ ----- ----- ----- -----
Non-German total....................................... 146 22 6 6 46
------ ----- ----- ----- -----
TOTAL RECOVERIES....................................... 175 48 36 36 66
------ ----- ----- ----- -----
NET CHARGE-OFFS........................................ 1,714 1,038 1,675 531 356
------ ----- ----- ----- -----
Additions to allowances charged to operations.......... 1,902 1,901 1,595 1,237 1,024
(Decreases)/Increases in allowances due to
(dispositions)/acquisitions of group companies and
other increases/(decreases).......................... (1,085) 12 41 158 555
Foreign exchange translation adjustments............... (175) 40 55 112 (47)
------ ----- ----- ----- -----
TOTAL ALLOWANCES FOR LOAN LOSSES AT END OF THE YEAR.... 6,966 8,038 7,123 7,107 6,131
====== ===== ===== ===== =====
RATIO OF NET CHARGE-OFFS DURING THE YEAR TOAVERAGE
LOANS OUTSTANDING DURING THE YEAR.................... 0.93% 0.46% 0.78% 0.27% 0.15%
When we determine that a loan is uncollectible, the loan is charged off
against any existing specific loss allowance or directly recognized as expense
in the income statement. Subsequent recoveries, if any, are recognized in the
income statement as a credit to the net loan loss provisions. Since 2000, we
have charged off loans when, based on management's judgment, all economically
sensible means of recovery have been exhausted. Our determination considers
information such as the age of specific loss allowances and expected proceeds
from liquidation of collateral and other repayment sources. Prior to 2000, we
charged off loans only when all legal means of recovery had been exhausted, for
example only after completion of bankruptcy
153
proceedings. The change in practice has affected both the timing and amount of
charge-offs in the years 2000-2002, and in 2002 also affected the level of our
non-accrual loans. See "-- Risk Elements -- Non-performing Loans."
DEPOSITS
The following table sets forth the average balances and the average
interest rates on deposit categories in excess of ten percent of average total
deposits of our banking operations. The allocation between German and non-German
components is based on the location of the office that recorded the transaction.
YEAR ENDED DECEMBER 31,
---------------------------------------------------------
2002 2001 2000
----------------- ----------------- -----------------
AVERAGE AVERAGE AVERAGE AVERAGE AVERAGE AVERAGE
BALANCE RATE BALANCE RATE BALANCE RATE
------- ------- ------- ------- ------- -------
(E IN MILLIONS, EXCEPT %)
IN GERMAN OFFICES:
Non-interest-bearing demand
deposits(1)....................... 16,603 14,364 10,193
Interest-bearing demand deposits..... 45,697 2.6% 31,608 1.5% 33,849 2.1%
Savings deposits..................... 6,495 2.8% 10,352 3.4% 14,457 2.6%
Time deposits(1)..................... 77,985 3.2% 116,239 4.0% 83,367 3.6%
------- ------- -------
German total......................... 146,780 172,563 141,866
------- ------- -------
IN NON-GERMAN OFFICES:
Non-interest-bearing demand
deposits.......................... 2,443 6,098 8,405
Interest-bearing demand deposits..... 16,327 2.3% 11,351 3.8% 10,392 4.2%
Savings deposits..................... 1,370 3.4% 1,073 3.9% 612 3.1%
Time deposits........................ 41,277 4.2% 57,432 5.3% 44,358 7.5%
------- ------- -------
Non-German total....................... 61,417 75,954 63,767
------- ------- -------
TOTAL DEPOSITS......................... 208,197 248,517 205,633
======= ======= =======
---------------
(1) Certain amounts in 2001 and 2000 have been reclassified from time deposits
to non-interest-bearing deposits to conform to the current-year
presentation.
The aggregate amount of deposits by foreign depositors in our German
offices was E51,688 million E63,663 million and E55,263 million at December 31,
2002, 2001 and 2000, respectively.
154
TIME DEPOSITS
The following table sets forth the balance of time certificates of deposit
and other time deposits in the amount of E100,000 or more issued by our German
offices by time remaining to maturity at December 31, 2002.
AT DECEMBER 31, 2002
TIME DEPOSITS OF
E100,000 OR MORE
--------------------
(E IN MILLIONS)
Maturing in three months or less............................ 56,390
Maturing in over three months through six months............ 2,385
Maturing in over six months through twelve months........... 5,770
Maturing in over twelve months.............................. 3,028
------
Total....................................................... 67,573
======
The amount of time deposits of E100,000 or more issued by our non-German
offices was E25,840 million at December 31, 2002.
SHORT-TERM BORROWINGS
Short-term borrowings are borrowings with an original maturity of one year
or less. Short-term borrowings are included within liabilities to customers,
liabilities to banks and certificated liabilities. Securities sold under
agreements to repurchase and negotiable certificates of deposit are the only
significant categories of short-term borrowings of our banking operations.
The following table sets forth certain information relating to the
categories of our short-term borrowings.
YEAR ENDED DECEMBER 31,
-------------------------------------
2002 2001 2000
------ ---------- ---------
(E IN MILLIONS, EXCEPT %)
SECURITIES SOLD UNDER REPURCHASE AGREEMENTS:
Balance at the end of the year.......................... 63,287 56,354 60,648
Monthly average balance outstanding during the year..... 67,168 76,875 54,102
Maximum balance outstanding at any period end during the
year................................................. 91,929 102,587(1) 68,950(1)
Weighted average interest rate during the year.......... 3.2% 4.3% 4.7%
Weighted average interest rate on balance at the end of
the year............................................. 2.6% 2.4% 4.7%
NEGOTIABLE CERTIFICATES OF DEPOSIT:
Balance at the end of the year.......................... 30,765 30,268 28,552
Monthly average balance outstanding during the year..... 31,632 28,718 28,009
Maximum balance outstanding at any period end during the
year................................................. 35,467 30,518(2) 28,552(2)
Weighted average interest rate during the year.......... 2.8% 5.0% 5.7%
Weighted average interest rate on balance at the end of
the year............................................. 2.6% 3.1% 6.4%
---------------
(1) During the years ended December 31, 2001 and 2000, the maximum balance
outstanding at any period-end during the year was derived from the maximum
balance outstanding at any month-end, based on the unconsolidated balances
of Dresdner Bank AG, its branch operations and significant subsidiaries, and
certain other banking subsidiaries of Allianz.
155
(2) During the years ended December 31, 2001 and 2000, the maximum balance
outstanding at any period-end during the year was derived from the maximum
balance outstanding at any quarter-end, based on the consolidated balances
of our banking operations.
REGULATION AND SUPERVISION
GENERAL
Our insurance, banking and asset management businesses are subject to
detailed, comprehensive regulation and supervision in all the countries in which
we do business. In addition, certain EU regulations and directives implemented
through local legislation in EU member states, have had and will continue to
have a significant impact on the regulation of the insurance, banking and asset
management industries in EU member states, including those in which many of our
most important flagship operations are located, such as Germany, France, Italy
and the United Kingdom. The following discussion addresses significant aspects
of the regulatory schemes in these countries.
ALLIANZ AG
Allianz AG operates as a reinsurer and holding company for our insurance,
banking and asset management operating entities and, as such, is supervised and
regulated by the German Federal Financial Supervisory Authority (the
Bundesanstalt fur Finanzdienstleistungsaufsicht, or BaFin). The BaFin was
established on May 1, 2002. The creation of the BaFin consolidates the functions
of the former offices for banking supervision (the Bundesaufsichtsamt fur das
Kreditwesen), insurance supervision (the Bundesaufsichtsamt fur das
Versicherungswesen) and securities supervision (the Bundesaufsichtsamt fur den
Wertpapierhandel) into a single federal regulatory authority. The BaFin monitors
and enforces regulatory standards for banks, financial services institutions and
insurance companies by supervising their activities in the financial markets and
performing functions relating to consumer protection. The BaFin is a federal
institution governed by public law that belongs to the portfolio of the German
Federal Ministry of Finance.
Allianz AG is not required to be licensed as a reinsurance company in
Germany. In July 2002, the German Insurance Supervision Act
(Versicherungsaufsichtsgesetz), which used to provide only for indirect
supervision of reinsurance companies, was amended to extend the BaFin's right to
direct supervision. The BaFin is entitled to monitor whether the management of a
reinsurance company is of good repute and meets certain standards of
professional competence as well as whether the holders of qualified
participating interests in the reinsurance company are of good repute.
Previously, the BaFin already had the power to give orders to request
information. With the amendment in July 2002, the BaFin's power has been
significantly expanded. The BaFin is explicitly entitled to take administrative
action to ensure that a reinsurance company operates in compliance with
applicable laws and that it is able to meet its reinsurance liabilities.
Beginning January 1, 2005, additional restrictions will apply to investments
held to cover reinsurance reserves. Reinsurance activities continue to be
regulated indirectly through the supervision of reinsurance programs submitted
by direct insurers. The BaFin also reviews transactions between the Allianz AG
and its subsidiaries, including reinsurance relationships and cost sharing
agreements.
In addition, the Allianz AG is subject to regulation as a reinsurance
company and is required to submit internal annual reports, including certain
accounting documents, and internal quarterly reports regarding its investments
to the BaFin.
156
GROUP REGULATIONS
Under German law based on an EU directive on supplementary supervision of
insurance groups, insurance companies that are members of an insurance group as
defined by law are subject to additional regulatory requirements. The additional
regulation includes the following three components: (i) the supervision of
intra-group transactions, (ii) the monitoring of the adjusted solvency, i.e. on
a consolidated basis, and (iii) the establishment of appropriate internal
controls for providing the BaFin with information as part of its monitoring of
the first two components. The most important intra-group transactions must be
reported to the BaFin annually; intra-group transactions endangering the
solvency of an insurance company subject to supervision must be reported
immediately. The law requires that the insurance group calculate the capital
needed to meet the respective solvency requirements for the insurance group on a
consolidated basis. IFRS accounting may be used as a basis for the calculation.
Similar group solvency requirements are required to be fulfilled by the local
parent companies of insurance subsidiary groups in the different EU
jurisdictions.
Regarding the banking sector, the credit institutions directive of 2000,
consolidating certain older directives, and the capital adequacy directive of
1993 also provide for capital requirements on a consolidated basis. They define,
among other things, the capital requirements needed to ensure sufficient capital
to cover, also on a consolidated basis, the bank's market and credit risks
associated with banking and trading book activities. The directives have been
implemented into German law. With respect to the Allianz Group, Dresdner Bank is
responsible for the capital requirements of the companies within our banking
sector.
FINANCIAL CONGLOMERATES
In December 2002, the EU adopted a directive that provides for assessment
of the capital requirements of a financial conglomerate on the group level,
supervision of risk concentration and intra-group transactions and prevention of
double-leveraging of the capital of the holding or parent company, i.e. once in
the holding or parent company and a second time in the subsidiary ("double
gearing"). The Allianz Group is a financial conglomerate within the scope of
this directive. The EU member states are required to implement this directive
into national law for the fiscal year beginning on or after January 1, 2005.
In the United States, the Gramm-Leach-Bliley Financial Modernization Act of
1999 substantially eliminates barriers separating the banking, insurance and
securities industries in the United States. The legislation allows the formation
of diversified financial services firms that can provide a broad array of
financial products and services to their customers. In addition, the legislation
permits insurers and other financial services companies to acquire banks.
INSURANCE
EUROPEAN UNION
Under the Treaty of Rome of 1957, Germany and the other EU member states
are required to implement EU legislation into domestic law and to take EU
legislation into account in applying domestic law. EU legislation can take
several forms. If legislation takes the form of a EU regulation, the regulation
is directly applicable as binding law in all member states. If legislation takes
the form of a EU directive, the directive creates an obligation for the member
states to implement and transpose the directive into their national legal
systems. In addition, certain directives include "self-executing" features that
are directly binding on member states, although the directives still require
formal implementation into national legislation.
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Since 1973, the EU has adopted a series of insurance directives on life
insurance and direct insurance other than life insurance. These directives have
been implemented in Germany, France, Italy, the United Kingdom, Austria and the
other EU jurisdictions through national legislation and have resulted in
significant deregulation of the EU insurance markets. The directives are based
on the general principles of freedom of branch operations, freedom of provision
of services and home country control. Under the directives, the regulation of
insurance companies, including insurance operations outside their respective
home countries (whether direct or through branches), is the responsibility of
the home country insurance regulatory authority. In particular, the home country
insurance regulatory authority is responsible for monitoring compliance with
applicable regulations, the solvency and actuarial reserves of insurers and the
assets supporting those reserves.
As a result of the home country control principle, the EU insurance
directives generally permit an insurance company licensed in any jurisdiction of
the EU to conduct insurance activities, directly or through branches, in all
other jurisdictions of the EU, without being subject to additional licensing
requirements. Under the EU insurance directives, there is no authorization
procedure to regulate insurance terms and conditions or tariffs. Insurers are
required to submit reports to the regulatory authorities in jurisdictions
outside their home country regarding the management, qualifying shareholders,
and other matters such as general and specific policy terms and conditions,
premiums and technical reserves.
Insurance selling activities are generally regulated by the regulatory
authorities in the country in which the sale of the insurance product takes
place. In December 2002 a new EU directive on insurance mediation became
effective. Under this directive, insurance and reinsurance intermediaries,
including ancillary intermediaries, are required to register in their home
member state and to possess appropriate knowledge and ability, as determined by
their home member state. Member states are required to implement this directive
effective January 15, 2005. The impact of the new directive on Allianz Group
companies in EU member states depends on how the directive will be implemented
by the member states. Consequently, we cannot assess the potential impact of the
directive.
The EU insurance directives generally prohibit an insurance company from
conducting both non-life and life insurance activities. However, life insurance
companies that conducted non-life insurance activities in EU member states prior
to March 15, 1979, including some of our subsidiaries, may continue to conduct
these activities without restriction. In addition, member states may permit life
insurance companies to write personal accident and health insurance policies, or
insurance companies authorized to write personal accident and health insurance
policies to write life insurance policies.
GERMANY
GENERAL
German insurance companies, including the companies in our German
Property-Casualty Group, our credit insurance companies, our life insurance
companies and our health insurance companies, are subject to a comprehensive
system of regulation under the German Insurance Supervision Act. The BaFin
monitors and enforces compliance with German insurance laws, applicable
accounting standards, technical administrative regulations, and investment and
solvency provisions. Any change in the articles of association (except changes
regarding capital increases) and all material changes in the business plan of a
German insurance company must be approved, and the books and records of German
insurance companies are subject to examination at any time, by the BaFin.
Under the Insurance Supervision Act, German insurance companies are subject
to detailed requirements with respect to the administration of their assets and
liabilities. In general, the actuarial and claims reserves of each insurer must
be adequate to allow the insurer to fulfill its
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contractual commitments to pay upon receipt of claims. Toward this end, insurers
must maintain a solvency margin (own funds) equal to the minimum solvency
margin. One third of the minimum solvency margin constitutes the guarantee fund.
If the solvency margin falls below the minimum solvency margin, the BaFin may
request that the company submits a plan for restoring its sound financial
position; under exceptional circumstances, the BaFin may restrict or prohibit
the free disposal of the assets. If the solvency margin of an insurance company
falls below the guarantee fund, at the request of the BaFin, the insurance
company must submit a plan detailing how the company will promptly obtain the
necessary solvency margin; in this case, the BaFin may with no further
requirements limit or prohibit the disposal of the insurer's assets. German
property-casualty insurance companies are also required to establish claims
equalization reserves according to established actuarial rules. These claims
equalization reserves are intended to level out fluctuating claims requirements
over the course of time. German regulation law requires that insurers maintain
assets equal to the sum of technical reserves, regarding life insurers including
mathematical provisions, and of liabilities and deferrals under insurance
contracts (gebundenes Vermogen) and that they invest these assets in accordance
with certain standards. German law limits the proportion of the assets which
German insurers may invest in certain categories of investments and imposes
restrictions with respect to particular investments. A regulation issued by the
German Federal Government provides for detailed investment rules.
New insurance products and policies may be offered in Germany without prior
approval of the BaFin. Insurers must file a description of new products and
policies, and the BaFin may require the modification of terms and conditions or
the withdrawal from the market or modification of any contract that does not
comply with applicable laws and regulations. In addition, the terms of all
health insurance policies are subject to particular consumer protection and
other legislation.
LIFE INSURANCE
Under German law, German life insurance companies are required, after
receiving the authorization to conduct a life insurance business, to notify the
BaFin of the principles they use to set premium rates and establish actuarial
provisions, and of any intention to alter or amend these principles. German life
insurance companies are also required to appoint a chief actuary responsible for
reviewing and ensuring the appropriateness of actuarial calculation methods.
Prior to the appointment, the insurer must provide the BaFin with the name of
the actuary. Before and after the appointment, the BaFin is entitled to request
that the insurer appoint another actuary if the BaFin has doubts as to the
professional qualifications of the appointed actuary. In case the second
appointee does not meet the professional requirements, or the insurer does not
appoint another actuary, the BaFin itself may appoint an appropriate actuary.
Additional restrictions apply to the investment of German life insurance
company assets. The BaFin closely monitors the calculation of actuarial reserves
and the allocation of assets covering actuarial reserves. Assets covering
actuarial reserves are also monitored by an independent trustee. The rules
governing the appointment of the trustee are similar to those governing the
appointment of the actuary. The BaFin may issue supplemental instructions to an
insurer if deemed necessary to safeguard the interests of policyholders.
Amounts payable to policyholders at the maturity of endowment policies
underwritten by German life insurance companies include a "guaranteed benefit"
an amount that, in practice, is equal to a legally mandated maximum rate of
return on actuarial reserves. This rate is currently 3.25% per year for policies
issued on or after July 1, 2000 and with euro as applicable currency. For
policies issued through June 30, 2000, the maximum rate of return is 4.0% per
annum. For policies issued prior to 1995, the maximum rate is 3.5% or 3.0%,
depending on the generation of tariff. On policies written through 1994, German
life insurance companies are obliged by regulations to allocate for the benefit
of policyholders at least 90% of their annual surplus. In 1994 and 1996, the
laws and the regulations, respectively, were modified, and on policies written
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since June 30, 1994 and thereafter, German life insurance companies are obliged
by the modified regulations to allocate for the benefit of policyholders at
least 90% of their net interest yield on assets corresponding to technical
reserves. In addition, holders of policies written after June 30, 1994 are
entitled to participate in "appropriate amounts" of profit from sources other
than assets, mainly from earnings related to risk management and cost
management. The amount required to be allocated to policyholders may be used to
directly increase a policyholder's profit participation or to contribute to the
policyholder's profit reserve. In general, the amount contributed to the
policyholder's profit reserve may be used only for the policyholder's profit
participation. In the event of an overall loss and to avoid an emergency
situation, the insurer may use parts of the policyholder profit reserve to cover
the loss with the approval of the BaFin if doing so is in the interest of the
policyholders. The profit reserve is accordingly included in the calculation of
the life insurer's solvency margin. The respective determinations and
calculations are based on German statutory accounting principles. These
statutory accounting principles were amended on March 26, 2002, with respect to
impairment charges for equity, investment funds and other fixed-interest rate
and non-fixed-interest rate securities. This amendment has a stabilizing effect
on statutory profits and profit participation.
The Retirement Savings Act (Altersvermogensgesetz), which is intended to
reform the pension system in Germany, took effect on January 1, 2002. This act
provides for state subsidies, in the form of either direct subsidies or, under
certain circumstances, tax benefits. The prerequisite for state subsidies is
that the underlying products contain certain characteristics entitled to
certification by the BaFin. The main characteristic is that at least the amount
that has been paid in premiums is available at maturity and that life-long
benefit payments be guaranteed. Administration costs of the certified products
may be high due to the complex state subsidy process. The Retirement Savings Act
also intends to foster company old-age provision. As of January 1, 2002,
employees are entitled by law to request that parts of their compensation be
converted into company old-age provision. In addition to the already existing
pension schemes, (Pensionskassen) the new law and the regulations promulgated
thereunder permit the establishment of pension schemes for employees within
separate legal entities (Pensionsfonds), as new means of company old-age
provision, which are treated as life insurers under the German Insurance
Supervisory Act. Both Pensionskassen and Pensionsfonds are supervised by the
BaFin.
HEALTH INSURANCE
We offer "substitutive" health insurance products in Germany designed to
partially or totally replace statutory public health insurance coverage. We also
offer products intended to supplement both the statutory and substitutive
schemes. These products are subject to detailed regulations designed to protect
policyholders.
In general, the core products of German health insurance companies,
including comprehensive health insurance, daily sickness and hospital daily
allowance insurance, are regulated by the BaFin. German law also requires that
private health insurance companies offer certain kinds of health insurance,
including private compulsory long-term care insurance, to policyholders with
substitutive health insurance.
German health insurance companies are required to appoint and register a
chief actuary and an independent trustee with the BaFin. Premiums are calculated
in accordance with established actuarial and legal principles and are required
to provide an adequate reserve for the increased likelihood of poor health in
old age. Health insurance policies may provide for premium increases to cover
inflation and the increased costs of medical treatment and other developments.
However, any such adjustments must be approved by an independent trustee.
Since the beginning of 2000, Allianz Private Health has also been required
by law to allocate to its policyholders 90% of interest surplus, which is a
component of statutory profits. Like
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endowment and other life insurance products, health insurance products include
mandatory profit-sharing features, whereby Allianz Private Health, like any
other German private health insurer, returns 80% of the statutory profit on its
health business, after the payment of claims and claims costs, the establishment
of reserves, payment of taxes and other expenses, to policyholders annually,
generally in the form of premium subsidies or rebates. These serve to limit
premium increases for policyholders in higher age brackets. As with the Group's
endowment policies in Germany, the actual level of profit sharing the Group
provides its policyholders is, for competitive reasons, in excess of the
statutory minimum and has been between 85% and 90% of statutory profits in
recent years.
In January 2003, the specific income threshold for German statutory health
insurance coverage was raised by the German legislator in order to stabilize and
maintain the statutory health-care system. As a consequence, the number of
individuals who are able to choose protection under the private healthcare
system may decrease. While this measure may reduce new business for full private
health coverage for salaried employees, it may also create new business
opportunities for supplementary insurance for individuals insured under
statutory health insurance plans. Further changes to the German healthcare
system are currently being considered, in particular with a view to reducing its
costs. Enactment into law of any such changes may have an impact on private
health insurance providers, as the amount of new business written under full
private health coverage may further decrease.
FRANCE
The activities of French insurance companies including AGF are governed by
the French Insurance Code and licensed and supervised by the French Ministry of
the Economy and the Commission de Controle des Assurances (or Insurance
Commission). The Insurance Commission is an independent administrative authority
that supervises the financial position and solvency of French insurance
companies and their compliance with applicable insurance regulations, including
statutory accounting principles and financial and technical management
regulations. According to a proposed law concerning financial security, the
Insurance Commission shall be replaced by the Commission de Controle des
Assurances, des Mutuelles et des Institutions de Prevoyance with the same
functions. French insurers are required to make periodic filings of financial,
accounting and statistical statements with the Insurance Commission. Any change
in the articles of association of French insurance companies must also be
approved by the Insurance Commission. The Insurance Commission may examine the
accounts of French insurance companies at any time. French insurance companies
may not engage on an ongoing basis in any commercial activity other than that of
providing insurance coverage and directly related activities.
French insurance companies are subject to a number of requirements with
respect to the administration of their assets and liabilities. With respect to
liabilities, actuarial and claims reserves must be adequate to allow the insurer
to fulfill contractual commitments to pay claims upon receipt. French law also
prescribes compliance with a minimum solvency margin and requires insurance
companies to make contributions to certain state-administered guarantee funds.
French insurance companies may invest assets that support actuarial and claims
reserves generally only in debt securities, equity securities and shares of
mutual funds, real estate, mortgage loans, certain government-guaranteed loans
and certain other loans and deposits. French law limits the proportion of assets
that French insurers may invest in certain categories of investments and imposes
restrictions with respect to particular investments.
French life insurers are obligated by law to allocate for the benefit of
policyholders (other than holders of contracts supported by separate accounts
and term policies) at least 85% of annual investment results on assets
attributable to such policyholders, plus at least 90% of other profits. Amounts
allocated must be credited to policyholders within eight years but otherwise can
be credited at the insurer's discretion. The allocation generally takes the form
of an increase in guaranteed benefits but may also take the form of a reduction
of future premiums.
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New insurance products and policies may be offered in France by either a
French or foreign insurer without obtaining prior approval. However, the
Ministry of the Economy may require submission of contracts or advertising
materials relating to the insurance business. The Ministry of the Economy may
also require the withdrawal from the market or the modification of any contract
or advertising material which, in its judgment, does not comply with applicable
laws and regulations.
ITALY
Italian insurance companies including our major subsidiaries RAS and Lloyd
Adriatico are subject to a comprehensive regulatory scheme contained in the
Supervision of Insurance Act and supplemented by numerous other regulations and
ordinances. These laws and regulations regulate access to insurance activities,
require the maintenance of certain solvency margins, in part through a guarantee
fund, determine the form of financial statements for insurance concerns and
regulate the activities of insurance intermediaries.
The activities of Italian insurance companies, insurance agents and brokers
are regulated by the Institute for the Supervision of Private and Public
Interest Insurance, known by its Italian acronym ISVAP. ISVAP grants
authorization to companies to conduct insurance activities. ISVAP is also
responsible for the supervision of the financial management of Italian insurance
companies. In addition, ISVAP has the authority to propose disciplinary
measures, including the revocation of authorizations, which may ultimately be
taken by the Ministry of Industry. ISVAP has the power to request information
from insurance companies, conduct audits of their activities and question their
legal representatives, managing directors and statutory auditors and convene
shareholders, directors and statutory auditors meetings in order to propose
measures necessary to conform the management of insurance companies to legal
requirements. Insurance companies having their registered offices in Italy must
receive prior authorization by ISVAP in order to operate life or non-life
insurance activities.
All Italian insurance companies are required to maintain adequate technical
reserves in respect of each insurance contract. ISVAP establishes the maximum
interest rate Italian insurance companies may guarantee to the policyholders,
for the calculation of required life reserves. Italian law also establishes
maximum limits on the amount of reserves that may be invested in any particular
category of investments. ISVAP may establish stricter limits under some
circumstances. In addition, ISVAP may prohibit companies that do not comply with
reserve requirements from disposing of their assets located in Italy and from
accepting new business.
Italian insurance companies are required to observe a minimum solvency
margin calculated in accordance with a formula that varies depending on the
types of insurance that they underwrite. In cases where the solvency margin is
less than the guarantee fund, ISVAP may require a company to prepare and
implement a short-term financing plan in order to bring it into compliance with
the applicable requirements, or may prohibit a company from disposing of its
assets.
In July 2000, the Italian antitrust authority imposed fines totaling E361
million on several insurance companies because of alleged coordination of
activities through sharing of information in automobile liability insurance in
previous years. Our Italian subsidiaries have been assessed, and have paid, E83
million of this fine. In February 2002, the fine was upheld by the Italian State
Council, the highest administrative court in Italy.
SWITZERLAND
Swiss insurance companies including our Swiss subsidiaries must be licensed
by the Swiss Federal Department of Justice and Police and are subject to the
supervision of the Swiss Federal Office of Private Insurance. A separate
authorization is required for each separate line of
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insurance business conducted in Switzerland. Although Switzerland is not a
member state of the EU and is not subject to the EU insurance directives, Swiss
insurance regulation is generally consistent with regulation in the EU.
The Federal Office of Private Insurance monitors the compliance of Swiss
insurance companies with requirements relating to solvency, minimum capital,
reserve building and assets and may conduct audits at any time. The Federal
Office of Private Insurance also fixes the interest rate for calculation of
required life insurance company reserves. Swiss life and health insurance
companies are required to file tariffs and contract conditions with the Federal
Office of Private Insurance.
UNITED KINGDOM
Insurance companies in the United Kingdom are regulated under the Financial
Services and Markets Act 2000 (or FSMA). The FSMA provides the framework for the
regulation of all business activities within the financial services sector in
the United Kingdom, including life insurance and general insurance companies
such as our subsidiary Allianz Cornhill. The FSMA took effect on December 1,
2001 and provides that no firm may carry on a regulated activity in the United
Kingdom in the insurance, securities, banking or pension sectors, unless it has
been authorized to do so under the FSMA or exempted from it. The Financial
Services Authority (or FSA) has been created as a single regulator for the
insurance, securities, banking and pension sectors in the United Kingdom. The
FSA enforces detailed requirements that firms have to meet in order to receive
authorization, including requirements relating to minimum capital, internal
governance systems and risk control, and the suitability of management and
controlling shareholders. A self-regulatory body known as the General Insurance
Standards Council (or GISC) has also been established to ensure compliance by
general insurance companies with applicable codes of business conduct. The
Treasury has announced that the FSA will assume statutory responsibility for the
conduct of the sale of general insurance by intermediaries and insurance
companies from October 2004. Accordingly, self regulation by the GISC will cease
at that time. The FSA also establishes the conditions on which the home country
principle is implemented with respect to insurance, securities and banking,
granting a European financial services "passport."
All insurance companies in the United Kingdom must submit to the FSA annual
and, in some cases, quarterly returns together with audited accounts. These
returns must include a certificate as to whether domestic assets are sufficient
to cover domestic liabilities, and are subject to examination by the FSA. An
annual assessment for the protection of UK policyholders is imposed on all
insurance companies underwriting life and general business.
Policyholder protection exists through two bodies, the Financial Services
Compensation Scheme (or FSCS) and the Motor Insurance Bureau (or MIB). The FSCS
provides policyholders with a level of protection against insurance company
insolvency. The protection covers all types of property and casualty insurance.
The MIB provides coverage for victims of automobile accidents where there is no
(or inadequate) insurance coverage. FSCS and MIB are funded by means of levies
on insurance companies.
Insurance companies in the United Kingdom may only market products in
conformity with classes authorized by the FSA.
In some areas, UK regulations establish customer information rights that
exceed the disclosure standards mandated by the relevant EU directives.
Regulations that came into effect on October 1, 1999 enable policyholders who
are consumers to challenge the terms of policies which they claim are unfair or
unclear. The Office of Fair Trading and certain consumer groups are empowered to
enforce these regulations by requiring revised contracts when the terms of
existing contracts appear to contravene the regulations.
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UNITED STATES
Our insurance subsidiaries in the United States are subject to
comprehensive and detailed regulation of their activities under U.S. state and
federal laws.
U.S. property-casualty and life insurance companies are subject to
insurance regulation and supervision in the individual states in which they
transact business. Supervisory agencies in various states have broad powers to
grant or revoke licenses to transact business, regulate trade practices, license
agents, approve insurance policy terms and certain premium rates, set standards
of solvency and reserve requirements, determine the form and content of required
financial reports, examine insurance companies and prescribe the type,
concentration, and amount of investments permitted. Insurance companies are
subject to a mandatory audit every three to five years by state regulatory
authorities, depending on the state of domicile, and every year by independent
auditors.
U.S. property-casualty and life insurers are also subject to risk based
capital (or RBC) guidelines, which provide a method to measure the adjusted
capital (statutory capital and surplus plus other adjustments) that insurance
companies should have for regulatory purposes, taking into account the risk
characteristics of the company's investments and products. The RBC requirements
establish capital requirements for four categories of risk: asset risk,
insurance risk, interest rate risk and business risk. For each category, the
capital requirement is determined by applying factors to various asset, premium
and reserve items, with the factors being higher for those items with greater
underlying risk and lower for less risky items. An insurance company's RBC ratio
will vary over time depending upon many factors, including its earnings, the mix
of assets in its investment portfolio, the nature of the products it sells and
its rate of sales growth, as well as changes in the RBC formulas required by
regulators. The RBC guidelines are intended to be a regulatory tool only, and
are not intended as a means to rank insurers generally. Each of our U.S.
insurance subsidiaries met its statutory minimum RBC ratios at December 31,
2002.
Although the federal government generally does not directly regulate the
insurance business, many federal laws affect the insurance business in a variety
of ways. In November 2002, the Terrorism Risk Insurance Act was signed into law.
This legislation requires insurers to offer coverage for terrorist acts in their
commercial property and casualty insurance policies and it establishes a federal
program to reimburse insurers for a portion of losses so insured. These
mandatory rules have implications for Allianz Group companies doing business in
the United States. In addition, our U.S. subsidiaries are subject to the
restrictions on fund transfers and other activities under the USA PATRIOT Act of
2001, which, although it affects primarily our banking and investment services
subsidiaries, also applies to our insurance subsidiaries. On September 18, 2002,
the Treasury Department issued proposed rules regarding Section 352 of the USA
PATRIOT Act, requiring financial institutions to establish anti-money laundering
programs. In the proposed rules, application of this provision to insurers has
been limited to life insurers, annuity issuers and any other insurance product
with investment features similar to life insurance. According to an interim rule
released by the Treasury Department on October 25, 2002, other insurance and
financial services companies are exempted from the requirement to establish
anti-money laundering programs until final rules have been issued. The
publication of final rules is expected in the first half of 2003. Our U.S. life
insurance subsidiaries have implemented programs to comply with applicable
Treasury rules. The Treasury Department has postponed the adoption of rules
related to the customer identification provision of Section 326 of the USA
PATRIOT Act. However, all financial institutions are required to scan their
customers for potential matches to the list of Specially Designated Nationals
issued by the Office of Foreign Assets Control.
There are a number of proposals for regulation which may significantly
affect the U.S. market, such as the establishment of an optional federal charter
for insurance and reinsurance companies, employee benefit regulations,
establishment of a federal registry for
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asbestos claims subject to compensation limits, and the taxation of insurance
companies and their products. These initiatives are mostly in a preliminary
stage and, consequently, we cannot assess their potential impact at this time.
OTHER COUNTRIES
Our insurance operations in countries other than those discussed above are
also subject to detailed regulation and supervision by authorities in the
relevant jurisdictions, including with respect to such matters as policy forms
and rates, reserving, investment and financial practices, and marketing,
distribution and sales activities.
BANKING, ASSET MANAGEMENT AND INVESTMENT SERVICES
EUROPEAN UNION
The supervision of banking, asset management and investment services in the
member states of the European Union is the exclusive responsibility of national
authorities within the individual member states. However, the rules governing
the regulation and supervision of these financial services have been harmonized
by a number of EU directives, which have been implemented in the member states.
These directives mostly focus on establishing harmonized minimum capital
requirements and the freedom to provide services within the member states. As a
result of this harmonization, banking licenses granted in one EU member state
are recognized in all other member states.
Under the EU investment services directive, member states have to ensure
that financial institutions that are members of a securities exchange in one
member state are eligible for admission to trading on the exchanges of all other
member states. Moreover, the investment services directive provides for certain
rules of conduct and organizational requirements for financial institutions.
Another field of harmonization which is of importance for financial
institutions is securities trading. The EU directive on offering prospectuses
provides for harmonized rules with respect to the contents and filing of
prospectuses for publicly traded securities. Another directive harmonizes the
rules for disclosure of financial and other information that publicly traded
companies have to provide. The insider trading directive sets forth certain
rules for securities trading by corporate insiders. There are also EU directives
harmonizing rules governing investment fund management and investor protection.
GERMANY
Our banking and other financial services activities in Germany are
extensively supervised and regulated by the BaFin.
BANKING
Engaging in the banking business requires the authorization by the BaFin.
Banking activities include, among others, deposit and lending activities, safe
custody activities, checking account and e-money activities as well as
underwriting activities. Enterprises engaged in banking business are formally
referred to as credit institutions (Kreditinstitute).
All banks in Germany, including Dresdner Bank, are subject to comprehensive
governmental supervision and regulation, also on a consolidated basis, by the
BaFin in accordance with the German Banking Act (Kreditwesengesetz, or the
German Banking Act). The BaFin is authorized to issue regulations and guidelines
implementing the provisions of the German Banking Act and other laws affecting
German banks. The German Banking Act and the regulations issued thereunder have
been amended over time to implement the recommendations on banking
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supervision issued by the Basle Committee on Banking Supervision and the
relevant European Council Directives.
The BaFin supervises the operations of all banks, including Dresdner Bank,
to ensure that they conduct their business in accordance with the provisions of
the German Banking Act and other applicable German laws and regulations. To this
end, the BaFin is empowered to request information and documentation on business
matters from the banks. The BaFin may conduct on-site inspections without
specific cause. Reports by a bank's auditors have to be submitted to the BaFin
and the Deutsche Bundesbank or the Bundesbank, the German central bank. The
contents of the reports are prescribed in a special regulation issued by the
former Bundesaufsichtsamt fur das Kreditwesen (the Prufungsberichtsverordnung).
Particular emphasis is placed on compliance with capital adequacy and liquidity
requirements, lending limits and restrictions on certain activities imposed by
the German Banking Act and the regulations promulgated thereunder.
REGULATION BY THE BUNDESBANK
The BaFin carries out its banking supervision role in close cooperation
with the Deutsche Bundesbank. Although the authority to issue administrative
orders that are binding on specific banks is vested solely with the BaFin, the
BaFin must consult with the Bundesbank before issuing general regulations and
must obtain the consent of the Bundesbank if the regulations affect the
Bundesbank. The Bundesbank is responsible for organizing the collection and
analysis of the periodic and other reports from the banks.
CAPITAL ADEQUACY REQUIREMENTS
German banking regulation contains certain capital adequacy requirements.
In accordance with what is known as Principle I, each bank's ratio of Liable
Capital to risk-weighted assets and certain off-balance sheet items, as such
terms are defined or described below, must be at least 8% at the end of each
business day in order to cover credit risks. This ratio is known as the Solvency
Ratio.
Liable Capital of a bank organized as a stock corporation consists
principally of (i) paid-in share capital without preferred stock
(Vorzugsaktien), (ii) capital reserves, (iii) earnings reserves which are
disclosed in the bank's annual balance sheet, (iv) net profits which are shown
in audited interim financial statements and which will not be used for
distribution or the payment of taxes, (v) the fund for general banking risks
pursuant to Section 340g of the German Commercial Code, (vi) capital paid in by
silent partners which meets certain conditions set forth in the German Banking
Act, including subordination to all other creditors and participation in the
bank's losses, (vii) reserves for general banking risks pursuant to Section 340f
of the German Commercial Code, provided that such reserves may not exceed 4% of
the book value of such receivables and securities, (viii) preferred stock, (ix)
capital paid in consideration of profit participation rights
(Genussrechtsverbindlichkeiten) which meets certain conditions set forth in the
German Banking Act, including subordination to all creditors in the case of
insolvency and participation in the bank's losses, (x) long-term subordinated
debt with a term of at least five years meeting certain conditions set forth in
the German Banking Act, including subordination to all creditors in the case of
insolvency, (xi) certain revaluation reserves and (xii) reserves pursuant to
Section 6b of the German Income Tax Act (Einkommensteuergesetz) up to 45%, less
certain positions that are required to be deducted. The capital components set
forth in items (i) through (vi) above, less balance sheet losses, certain
intangible assets (including goodwill) and certain other items, constitute the
core capital. Supplementary Capital is the portion of Liable Capital referred to
in items (vii) through (xii) above. The distinction between Core Capital and
Supplementary Capital reflects the ability of the capital components to cover
losses. Core Capital, with the highest ability to cover losses, corresponds to
Tier I capital, and Supplementary Capital corresponds to Tier II capital as such
terms are used in U.S. capital adequacy rules. The German Banking Act provides
that the aggregate amount of Supplementary Capital must not
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exceed the Core Capital. In addition, the sum of long-term subordinated debt
must not exceed 50% of Core Capital. The German Banking Act also requires that
certain investments in banks or financial institutions and certain other items,
be deducted in computing Liable Capital.
To calculate risk-weighted assets and certain off-balance sheet items, the
assessment basis must first be determined. With respect to risk assets, the
assessment basis is equal to the balance sheet value, adding or deducting
certain items. Further, the assets of a bank are assigned to six broad
categories of relative credit risk depending on the debtor or on the type of
instrument or collateral securing the asset (0%, 10%, 20%, 50%, 70% and 100%),
and the assessment basis of each asset is multiplied by the percentage weight
applicable to its risk category to arrive at the risk-weighted value to be
covered with Liable Capital. With respect to off-balance sheet items, such as
financial guarantees and letters of credit, their value, subsequent to the
determination of their assessment basis, is adjusted according to their risk
classification depending on the type of instrument (20%, 50% and 100%), or, in
the case of swaps and other financial derivatives, according to a
"mark-to-market" method or an original exposure method. After such adjustment,
they are assigned, in the same manner as on-balance sheet assets, to the credit
risk categories multiplied by the applicable percentage weight.
The German Banking Act also requires market risk and counterparty risk
associated with securities transactions, transactions in derivative products and
foreign exchange transactions of banks to be covered by adequate capital. The
German Banking Act also employs two related concepts: (i) Bank Funds
(Eigenmittel) and (ii) market risk positions. Market risk positions are made up
of overall foreign exchange positions, commodities positions and the trading
book risk positions. For assessing the trading book risk positions, the
distinction between trading transactions which are allocated to a bank's trading
book (Handelsbuch) and transactions in commercial banking business which are
allocated to a bank's investment book (Anlagebuch) is important.
Bank Funds consist of Liable Capital plus Tier III Capital. Tier III
Capital consists of (i) short-term subordinated debt (with a term of at least
two years) that meets certain conditions set forth in the German Banking Act and
(ii) the net profits which would be realized if all positions in the trading
book were matched, if all anticipated expenses and distributions on capital were
deducted and if all losses that would be incurred in the investment book if the
bank were liquidated were deducted. The sum of Tier III Capital plus the portion
of Supplementary Capital that is not required to cover risk positions in the
investment book cannot exceed 250% of the portion of Core Capital that is not
required to cover risk positions in the investment book.
The trading book of a bank comprises (i) securities, money market
instruments, foreign currency or units of account, derivatives and marketable
claims and participations that are held by the bank for its own account for
resale or trading or that are acquired by the bank with the intent of profiting
in the short term from existing or expected differences between buying and
selling prices or variations in prices or interest rates; (ii) instruments held
and transactions entered into for the purpose of hedging the market risk of the
trading book and transactions to refinance such hedging; (iii) transactions
subject to the designation of the counterparty (Aufgabegeschafte); (iv)
receivables for fees, commissions, interest, dividends and margin payments
related to positions in the trading book; and (v) securities lending, loans or
similar transactions related to positions in the trading book.
Banks must establish guidelines for the inclusion of transactions in their
trading books, which must be submitted to the BaFin and the Bundesbank. The
investment book of a bank consists of all transactions that are not contained in
the trading book.
The sum of the risk-weighted values of market risk positions and, under
certain circumstances, separately computed option positions, may not exceed the
difference between Liable Capital and an amount equal to 8% of the risk-weighted
assets increased by the amount of Tier III Capital. This limitation must be
computed daily at the close of business. The risk-
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weighted values of market risk positions and option positions must be computed
in accordance with rules set forth in Principle I or, in the case of market risk
positions, in accordance with the bank's own risk computation models which have
been approved by the BaFin. The positions allocated to the trading book are
risk-weighted according to market risk (interest rate and equity security price
related) and according to counterparty risk.
Capital adequacy rules must not only be met by a bank and its banking
subsidiaries on an individual basis, but also by the entire banking group.
LIQUIDITY REQUIREMENTS
The German Banking Act and the regulations issued by the BaFin also contain
liquidity requirements. Each bank must invest its funds in a manner designed to
provide adequate liquidity at all times. Under what is known as Principle II,
banks must compute one liquidity factor and three monitoring factors at the end
of every calendar month. Each factor is the quotient of available funds to
payment obligations for one of four short-term time periods of up to one year.
LENDING AND INVESTMENT LIMITS
The lending activities of banks are restricted in order to avoid high
concentrations of risk. According to the applicable law, lending includes not
only bank loans in the ordinary sense but all items on the asset side of the
balance sheet, derivative transactions (other than written option positions) and
related guarantees and other off-balance sheet positions. A borrower is defined
to include a related group of borrowers consisting of certain related natural or
legal persons or partnerships of the borrower. There are exemptions, and the
limitations on large credits are applied on a risk-weighted basis in a manner
similar to the application of the risk-weighted capital adequacy rules.
The German Banking Act as it applies to Dresdner Bank as a trading book
institution, distinguishes between investment book lending limits, combined
investment and trading book lending limits, and trading book lending limits. The
limits are as follows:
(i) A credit constitutes a "large investment book credit" if the sum of
credits allocated to the investment book extended to any one borrower
or related group of borrowers, in the aggregate, equals or exceeds 10%
of a bank's Liable Capital. The bank has to ensure that, without
approval of the BaFin, no single large investment book credit exceeds
25% of the bank's Liable Capital (20% in the case of a bank's
unconsolidated affiliate) and that the sum of all of a bank's
disbursed large investment book credits does not exceed eight times
the bank's Liable Capital.
(ii) A credit constitutes a "large combined investment and trading book
credit" if the sum of credits allocated to both the investment and
trading books extended to any one borrower or related group of
borrowers, in the aggregate, equals or exceeds 10% of the bank's Bank
Funds. The bank has to ensure that, without approval of the BaFin, no
single large combined investment trading book credit exceeds 25% of
the bank's Bank Funds (20% in the case of a bank's unconsolidated
affiliate) and that the sum of all of a bank's disbursed large
combined investment trading book credits does not exceed eight times
the bank's Bank Funds.
(iii) If a single large combined investment and trading book credit exceeds
the respective percentage of the bank's Bank Funds set forth in (ii)
above, the sum of credits extended to any one borrower or related
group of borrowers that is allocated to the trading book cannot
exceed five times that portion of the bank's Bank Funds that is not
required to cover risk positions in the investment book, even with
approval of the BaFin.
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(iv) The sum of all portions of single large combined investment and
trading book credits that exceed the respective percentage of the
bank's Bank Funds set forth in (ii) above for more than 10 days cannot
exceed, after deducting the amounts that do not exceed this limit, six
times that portion of the bank's Bank Funds that is not required to
cover risk positions in the investment book.
A bank must report its large credits to the Bundesbank and must notify the
BaFin and the Bundesbank if it exceeds the ceilings set forth above. With the
approval of the BaFin, a bank may exceed the limits set forth in (i) and (ii).
The amount exceeding these ceilings must be covered by Liable Capital and Bank
Funds, respectively. The limits set forth in (iii) and (iv) may generally not be
exceeded. The excess must be reported, and the excessive amount must be covered
by Liable Capital. The amounts of Liable Capital used to cover such excess
amount must be disregarded when computing the adequacy of Liable Capital under
the capital adequacy rules. If the respective percentage ceilings and the eight
times Liable Capital ceiling or Bank Funds ceiling as mentioned in (i) and (ii)
are exceeded, only the larger of both excess amounts must be covered by Liable
Capital and Bank Funds, respectively.
The provisions of the German Banking Act limiting large credits by a bank
apply also to the aggregate credits extended by members of a banking group. In
order to determine whether members of a banking group in the aggregate have
extended a large credit, all credits extended by members of the group to one
borrower are consolidated and measured against the consolidated Liable Capital
and Bank Funds (including the shares of other shareholders) of the banking
group. Consolidation of credits to one borrower or related group of borrowers is
only required if the individual total credit position from overall business of
at least one member of the banking group to such borrower is equal to or exceeds
5% of such member's Liable Capital.
BANK REPORTING REQUIREMENTS
In order to enable the BaFin and the Bundesbank to monitor compliance with
the German Banking Act and other applicable legal requirements and to obtain
information on the financial position of the German banks, the BaFin and the
Bundesbank require the routine periodic filing of information.
Each bank must file with the BaFin or the Bundesbank, or both, among other
things, the following information: (i) immediate notice of certain personnel and
organizational changes, the extension or increase of large credits, the
acquisition or disposition of 10% or more of the equity or voting rights of
another company or certain changes in the amount of such equity investment, and
the commencement or termination of certain non-banking activities; (ii) monthly
balance sheet and statistical information and annual audited unconsolidated and
consolidated financial statements; (iii) the acquisition or disposition of a
direct or indirect investment in the bank representing 10% or more of the equity
or voting rights of the bank, whether held in the shareholder's own interest or
in the interest of a third party, or giving the person making the investment a
significant influence over the management of the bank (or Significant
Shareholding), or an increase or decrease of a Significant Shareholding which
results in the investment reaching or passing the threshold of 20%, 33% or 50%
of such voting rights or equity, as well as the fact that the bank became or
ceased to be a subsidiary of another enterprise, as soon as the bank has
knowledge of such facts; and on an annual basis, the names and addresses of
holders of Significant Shareholdings in the bank and its foreign subsidiary
banks, and the amount of such investment; (iv) monthly compliance statements
with regard to the capital adequacy rules and the requirements on liquidity; and
(v) quarterly statements listing the borrowers to whom the reporting bank has
outstanding loans of E1.5 million or more and certain information about the
amount and the type of the loan, including syndicated loans exceeding this
amount even if the reporting bank's share does not reach E1.5 million.
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If several banks report to the Bundesbank loans of E1.5 million or more to
the same borrower or to a group of affiliated borrowers, the Bundesbank must
inform the reporting banks of the total reported indebtedness and of the type of
such indebtedness and of the number of reporting lending banks.
SANCTIONS FOR NON-COMPLIANCE
If the BaFin discovers irregularities, it has a wide range of enforcement
powers. The BaFin can exert a direct influence over the management of a bank. If
the Liable Capital of a bank is not adequate or if the liquidity requirements
are not met and the bank has failed to remedy the deficiency within a period
determined by the BaFin, the BaFin may prohibit or restrict the bank's
distribution of profits or extension of credit. These prohibitions also apply to
the parent bank of a banking group if the Bank Funds of the bank members of the
group do not meet the legal requirements.
If a bank is in danger of defaulting on its obligations to creditors, the
BaFin may take emergency measures to avert default. In this connection, it may,
among other things: (i) issue instructions relating to the management of the
bank; (ii) prohibit the acceptance of deposits and the extension of credit;
(iii) prohibit or restrict management of the bank from carrying on their
functions; and (iv) appoint supervisors. To avoid the insolvency of a bank, the
BaFin has the authority to (i) prohibit payments and disposals of assets, (ii)
suspend customer services and (iii) prohibit the acceptance of payments other
than in payment of debt owed to the bank. Finally, the BaFin may revoke the
bank's license. In addition, violations of the German Banking Act may result in
criminal and administrative penalties.
DEPOSIT PROTECTION
In accordance with the German Deposit Guarantee Act (Einlagensicherungs-und
Anlegerentschadigungsgesetz), the Bundesverband Deutscher Banken, the
association of the German private sector commercial banks, established a company
known as the Compensation Institution (Entschadigungseinrichtung deutscher
Banken GmbH) to carry out and ensure the deposit guarantee scheme of the German
private sector commercial banks. The Deposit Guarantee Act provides that the
aggregate deposits of a given depositor at a given bank and claims resulting
from securities transactions by a customer with a given bank must each be
covered up to 90% of the aggregate amount or E20,000, whichever is less. Certain
creditors, as defined by the German Deposit Guarantee Act, including other
banks, insurance companies, the public sector and enterprises and persons
related to the bank, may not claim compensation. The deposit guarantees will be
funded through contributions by the private sector commercial banks to the
Compensation Institution.
In addition, the banking industry has voluntarily set up various protection
funds for the protection of depositors. Most private sector commercial banks,
including Dresdner Bank, are members of the Einlagensicherungsfond, a deposit
protection association with a fund which covers liabilities to each creditor up
to a certain amount. Obligations vis-a-vis other banks and other persons
described by the fund's articles of association are not covered. Furthermore,
the articles of association provide for certain restrictions not related to
specific creditors, but rather to categories of obligations. Payments from the
Einlagensicherungsfond generally cover the portion of a deposit not already
covered by the Compensation Institution. Members are required to provide certain
information to the association and the Prufungsverband deutscher Banken e.V., an
institution for the auditing of German banks. This auditing institution conducts
its own inspections of banks in order to reduce the risk of failures within the
deposit protection system.
Furthermore, depositors and other creditors of German banks are protected
by the arrangements in relation to Liquiditats-Konsortialbank GmbH (or LIKO), a
bank founded in 1974 in order to provide funding for German banks which
experience liquidity problems. The shares in
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LIKO are owned 30% by the Bundesbank, with the rest of the shares being held by
other German banks and banking associations. LIKO is funded by its shareholders.
For additional information, see Note 43 to our consolidated financial
statements.
MORTGAGE BANKS
Through Dresdner Bank, we hold approximately 28% of the shares of Eurohypo
AG, a mortgage bank. In Germany, mortgage banks are regulated by a special
statute. the German Mortgage Bank Act (Hypothekenbankgesetz), in addition to the
German Banking Act. Under the Mortgage Bank Act, mortgage banks are authorized
to finance themselves through the issuance of mortgage bonds
(Hypothekenpfandbriefe) and public-debt bonds (Kommunalschuldverschreibungen).
These bonds are generally long-term bonds with an original maturity of four
years or longer, the principal and interest of which are at all times required
to be covered by a pool of specified qualifying assets. Mortgage-backed bonds
are backed by mortgage loans extended by the mortgage bank that cover 60% or
less of the market value of the respective real estate property, and public-debt
backed bonds are backed by communal loans extended by the mortgage bank to
German public authorities or entities organized under public law or to member
states of the EU or to the contracting states to the agreement on the European
Economic Area (or EEA), or which are guaranteed or otherwise secured by such
persons. Separate pools are maintained for the mortgage-backed bonds and for the
public-debt backed bonds. The total amount of mortgage and public-debt bonds
issued by the mortgage bank must be fully covered by mortgages and communal
loans in at least the same total amount and with at least the same interest
earnings. The qualifying assets remain on the mortgage bank's balance sheet. In
case of insolvency proceedings relating to the mortgage bank, the asset pools
constituting cover will be exempt from such proceedings.
INVESTMENT COMPANIES
In Germany, investment funds are managed by investment companies.
Investment companies are specialized credit institutions and are subject to the
German Investment Companies Act (Gesetz uber Kapitalanlagegesellschaften), in
addition to the German Banking Act. Within the Allianz Group, DEUTSCHER
INVESTMENT-TRUST Gesellschaft fur Wertpapieranlagen mbH (dit) and dresdnerbank
investment management Kapitalanlagegesellschaft mbH (dbi) are investment
companies.
An investment fund must be segregated from the investment company's own
assets and is not a legal entity; therefore the assets of the investment fund
may either be jointly owned by the unit-holders or owned by the investment
company as trustee. The German Investment Companies Act provides for specific
investment restrictions for different types of investment funds, such as
money-market, securities and real estate investment funds, among others. The
BaFin supervises the investment company's compliance with the applicable
investment restrictions.
Investment companies do not fall within the scope of the above-mentioned
Principles I and II. Therefore, they are not subject to the capital and
liquidity requirements provided for by these principles.
FINANCIAL SERVICES INSTITUTIONS
Financial Services Institutions are enterprises that provide certain
financial services described by the German Banking Act. These financial services
include investment and contract brokering, portfolio management and own-account
trading with financial instruments for third parties.
To engage in the provision of financial services, an authorization by the
BaFin is required. The supervision and regulation of financial services
institutions is substantially similar to the
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regulation and supervision of banks. Like investment companies, certain
financial services institutions are exempted from the capital and liquidity
requirements described by Principles I and II.
Within the Allianz Group, Allianz Capital Managers GmbH and Allianz
Dresdner Asset Management International GmbH are financial services
institutions.
UNITED KINGDOM
In the United Kingdom, the FSMA also provides the framework for the
regulation of activities of the financial services sector outside of the
insurance business, with the FSA as the responsible supervisory authority. The
FSA also prosecutes offenses involving insider dealing, market manipulation,
money laundering and of market abuse.
The above requirements of the FSA with respect to the financial services
sector apply to most Allianz Group entities in the United Kingdom, including our
Dresdner Bank subsidiaries. The London branch of Dresdner Bank is a "passported"
bank in the United Kingdom in accordance with the provisions of the EU
directives as implemented in UK law. As such it is lead regulated in prudential
matters by BaFin in Germany.
FRANCE
Under French law, investment and investment services companies dealing with
financial instruments must be authorized by the Comite des Etablissement de
Credit et des Entreprises d'Investissement (Banque de France) and by the
Commission des Operations de Bourse if they act under the portfolio management
status. They are subject to the supervision of the Conseil des Marches
Financiers for the dealing with listed financial instruments and the Commission
des Operations de Bourse for their portfolio management activity. Pursuant to
the draft law concerning the financial security mentioned above in connection
with the insurance business, it is intended to merge the Commission des
Operations de Bourse, the Conseil de Discipline de Ia Gestion Financiere and the
Conseil des Marches Financiers into the Autorite des Marches Financiers.
Banks in France, including our Dresdner Bank subsidiary Dresdner Bank
Gestions France, must be authorized by the Comite des Etablissement de Credit et
des Entreprises d'Investissement (Banque de France) and are subject to the
supervision of the Commission Bancaire (Banque de France). The supervision
extends to all the activities of French banks, including their capital adequacy,
shareholdings in other companies and limitation of risk. The Paris branch of
Dresdner Bank is a "passported" bank in France in accordance with the provisions
of EU directives as implemented in French law. As such it is primarily regulated
by the BaFin.
Banks are required to file monthly reports to the Commission Bancaire.
Changes of shareholdings in French banks do need approval by the Comite des
Etablissement de Credit et des Entreprises d'Investissement (Banque de France).
French securities regulations prescribe a minimum amount of share capital
for investment and investment services companies and impose certain requirements
on company management and shareholders. The companies must also submit a
business plan with their application for authorization. There are also
regulatory restrictions with respect to equity capital on limitation of risks,
and specific disclosure rules must be observed. In addition, the Conseil des
Marches Financiers and the Commission des Operations de Bourse oversee the
dealings of investment and investment services companies with investors,
including the provision of appropriate information to investors, and supervise
control procedures within these companies. The Conseil des Marches
Financierssupervises compliance with market rules, and the Commission des
Operations de Bourse supervises the fairness of transactions.
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French supervisory authorities are authorized to impose sanctions,
including revocation of operating licenses, on companies that fail to comply
with applicable regulations.
ITALY
Investment and investment services companies in Italy dealing with
financial instruments must be licensed and are subject to regulation by both
Banca d'Italia, the Italian national bank, and the Commissione Nazionale per le
Societa e la Borsa (or CONSOB). Shareholdings in excess of 5% in Italian
investment and investment services companies require the authorization of Banca
d'Italia.
Banks in Italy, including our subsidiary Rasbank S.p.A. and our Dresdner
Bank subsidiaries, must be authorized by Banca d'Italia and are subject to the
supervision of both Banca d'Italia and CONSOB. The supervision of Banca d'Italia
extends to all the activities of Italian banks, including their capital
adequacy, shareholdings in other companies and limitation of risk. The Milan
branch of Dresdner Bank is a "passported" bank in Italy in accordance with the
provisions of EU directives as implemented in Italian law. As such it is lead
regulated by the BaFin. The CONSOB supervises the provision of investment
services by banks in Italy and rules of conduct to be followed by the banks in
their dealings with the public. Banks are required to file their annual and
semi-annual reports with both Banca d'Italia and the CONSOB. They also have
ongoing disclosure obligations. The Milan branch of Dresdner Bank is exempt from
these requirements and instead has to submit the annual financial statements of
Dresdner Bank Group to the Camera di Commercio and Banca d'Italia. Changes in
organizational structure of the branch have to be reported annually.
Major shareholders of banks and investment and investment services
companies must be of good standing and the top managers and members of the
boards of directors and boards of auditors must meet specific qualifications in
terms of professionalism and good standing. With respect to banks, Italian law
requires those assuming control of or a shareholding of greater than 5% in an
Italian bank to obtain authorization from Banca d'ltalia. Similarly, banks
assuming shareholdings in any other company are required to obtain authorization
from Banca d'Italia.
Italian supervisory authorities are empowered to impose sanctions,
including revocation of operating licenses, on companies that fail to comply
with relevant regulations.
UNITED STATES
Allianz of America, Inc., Allianz Dresdner Asset Management of America
L.P., Pacific Investment Management Company LLC, Oppenheimer Capital,
Nicholas-Applegate, Dresdner RCM Global Investors LLC and other financial
services subsidiaries of Allianz AG in the United States are registered as
investment advisers under the Investment Advisers Act of 1940. Many of the
investment instruments managed by these financial services subsidiaries,
including a variety of mutual funds and other pooled investment vehicles, are
registered with the SEC under the Investment Company Act of 1940. The investment
advisory activities of these financial services subsidiaries are subject to
various U.S. federal and state laws and regulations. These laws and regulations
relate to, among other things, limitations on the ability of investment advisers
to charge performance-based or non-refundable fees to clients, record-keeping
and reporting requirements, disclosure requirements, limitations on principal
transactions between an adviser or its affiliates and advisory clients, as well
as general anti-fraud provisions. The failure to comply with these laws or
regulations may result in possible sanctions, including the suspension of
individual employees, limitations on the activities in which the investment
adviser may engage, suspension or revocation of the investment adviser's
registration as an adviser, censure and/or fines.
Some U.S. financial service subsidiaries of Allianz AG are also registered
with the SEC as broker-dealers under the Securities Exchange Act of 1934 and are
subject to extensive regulation
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as such. In addition, some of these subsidiaries are members of, and subject to,
regulation by self-regulatory organizations such as the National Association of
Securities Dealers and, in the case of Dresdner Kleinwort Wasserstein Securities
LLC, the New York Stock Exchange. The scope of broker-dealer regulation covers
matters such as capital requirements, the use and safekeeping of customers'
funds and securities, advertising and other communications with the public,
record-keeping and reporting requirements, supervisory and organizational
procedures intended to assure compliance with securities laws and rules of the
self-regulatory organizations and to prevent improper trading on material
non-public information, employee-related matters, limitations on extensions of
credit in securities transactions, and clearance and settlement procedures. A
particular focus of the applicable regulations concerns the relationship between
broker-dealers and their customers. As a result, in some instances they may be
required to make "suitability" determinations as to certain customer
transactions.
Dresdner Bank provides commercial banking services in the United States
through its offices in New York and Los Angeles, as well as the Miami office of
its subsidiary Dresdner Bank Lateinamerika AG. Dresdner Bank is accordingly
subject to regulation, supervision and examination by the Federal Reserve Board
under the U.S. Bank Holding Company Act of 1956, as amended (or BHCA), and the
International Banking Act of 1978, as amended (or IBA). The New York branch of
Dresdner Bank is licensed, supervised and examined by the New York State Banking
Department.
The Gramm-Leach-Bliley Act of 1999 substantially eliminated barriers
separating the banking, insurance and securities industries in the United
States. According to this act, a bank holding company that has effectively
elected to become a financial holding company may conduct business activities
either directly or through its subsidiaries that were previously prohibited for
bank holding companies. Dresdner Bank became a financial holding company under
the Gramm-Leach-Bliley Act in 2000. To qualify as a financial holding company, a
bank is required to meet the criteria of being well-managed and
well-capitalized. A foreign bank that is well-capitalized has capital ratios
equal to or comparable with those required for a well-capitalized U.S. bank,
i.e. a Tier I capital ratio of 6% and a total capital to total risk-based assets
ratio of 10%. Dresdner Bank is currently in compliance with these capital
requirements. In addition, a bank holding company is required to elect to be
treated as a financial holding company vis-a-vis the Federal Reserve Board. In
the event of non-compliance with these criteria, a financial holding company may
be required to limit previously authorized financial activities or, after a
certain time period, to terminate authorized banking operations or to divest any
commercial lending companies owned or controlled by the financial holding
company. As a result of its ownership of Dresdner Bank, Allianz AG is also
subject to the supervision of the Federal Reserve Board under the BHCA and the
IBA and has applied to be treated as a financial holding company. Allianz AG was
granted a two-year transition period during which it was treated as a financial
holding company without having been granted such status. In May 2003, this
period was extended until May 21, 2004, and it is subject to possible extension
for up to two additional years.
Under the IBA, the Federal Reserve Board may terminate the activities of
any U.S. office of a foreign bank if it determines that the foreign bank is not
subject to comprehensive regulation on a consolidated basis in its home country
or that there is reasonable cause to believe that the foreign bank or its
affiliate has violated U.S. law or engaged in unsafe or unsound banking practice
in the United States, and as a result of such violation or practice, the
continued operation of the U.S. office would be inconsistent with the public
interest or the purposes of federal banking law.
Under the trade name Dresdner Kleinwort Capital, subsidiaries of Dresdner
Bank are also active in the private equity business. They provide investment
management services and make, manage and monitor private equity investments in
unaffiliated companies and investment funds, and establish and operate
investment funds in which third-party investors make private equity
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investments. These subsidiaries are subject to regulation by the Federal Reserve
Board and the SEC. Two subsidiaries of Dresdner Bank are also active as small
business investment companies and are subject to the U.S. Small Business
Administration Act.
OTHER COUNTRIES
Our financial services businesses in countries other than those discussed
above are also subject to detailed regulation and supervision by authorities in
the relevant jurisdictions, including with respect to such matters as capital
adequacy, investment advisory and securities trading activities, and mutual fund
management and distribution activities.
ACQUISITION CONTROL MATTERS
In a number of jurisdictions, the direct or indirect acquisition of
"control" of companies is subject to prior regulatory approval. Under the
applicable EU directives, any person acquiring shares in an insurance, bank or
investment services company who would become a "qualifying shareholder" as a
result of the acquisition is required to give prior notice of the proposed
acquisition to the relevant supervisory authorities in the company's home
jurisdiction. A qualifying shareholder is a shareholder that holds at least 10%
of the voting rights or the capital of such a company or otherwise has the
ability to exercise a significant influence over the management of the company.
A qualifying shareholder must also report any increases in shareholdings by any
holder to levels equal to or exceeding 20%, 33% or 50% of the voting rights or
the capital. The supervisory authorities have a maximum period of three months
during which to oppose an acquisition of shares if they believe that the
acquisition would jeopardize the sound and prudent management of the insurance
company. Reductions in ownership below the thresholds indicated above must also
be notified to the supervisory authorities. These directives have been
implemented in most EU jurisdictions.
Under the German Securities Trading Act (Wertpapierhandelsgesetz, or the
German Securities Trading Act), holders of voting securities of a German company
listed on a stock exchange within the European Union or within the other
contracting states to the agreement on the EEA must notify the company and the
BaFin in writing and without delay (at the latest, within seven calendar days)
of the level of their holding whenever that holding reaches, exceeds or falls
below 5%, 10%, 25%, 50% and 75% of the company's shares. Also, a German company
receiving this notification of shareholding must generally publish these facts.
Effective January 1, 2002, the provisions of the German Securities Trading Act
were amended to broaden the criteria for attribution of shares.
On January 1, 2002, the German Securities Acquisition and Takeover Act
(Wertpapier-erwerbs- und Ubernahmegesetz, or WpUG) took effect. The WpUG applies
to all offers to acquire securities issued by stock corporations and
partnerships limited by shares (Kommanditgesellschaften auf Aktien) by shares
that are domiciled in Germany and admitted to trading on an organized market in
the European Economic Area (or EEA). The WpUG provides that any shareholder
obtaining direct or indirect control, which is defined as 30% or more of the
voting rights, of a stock corporation or of a partnership limited by shares, is
required to make a mandatory takeover offer to all other shareholders of the
corporation. The law amending the WpUG also added provisions to the German Stock
Corporation Act (Aktiengesetz) relating to the buyout and the compensation of
minority shareholders. Upon request of a shareholder holding 95% or more of the
share capital of the stock corporation, the shareholders' meeting of the stock
corporation can resolve to transfer all shares held by minority shareholders to
the controlling shareholder in exchange for appropriate cash compensation. The
Allianz AG has made use of these new provisions to acquire the remaining
minority shareholdings of Vereinte Versicherungs-AG, Dresdner Bank AG and Hermes
Kreditversicherungs AG.
175
Similar regulations relating to acquisition of control have been
established in the jurisdiction inside and outside of the EU in which we do
business. State insurance holding company statutes in the United States
applicable to Allianz AG's U.S. insurance subsidiaries generally provide that no
person may acquire control of the Allianz AG, and thus indirect control of its
U.S. insurance subsidiaries, without the prior approval of the appropriate
insurance regulators. Generally, any person who acquires beneficial ownership of
10% or more of the outstanding ordinary shares or voting power of the Allianz AG
(including ADSs) would be presumed to have acquired such control unless the
appropriate insurance regulators upon application determine otherwise.
ANTITRUST REGULATION AND MERGER REVIEW
EU and national antitrust regulation affects the cooperation between
insurance companies and within insurance associations. While the EC Treaty
generally prohibits arrangements that restrict competition, some types of
cooperation in the insurance sector are expressly exempt from this prohibition
by EU regulation providing for a so-called block exemption.
In February 2003, the EU adopted a new block exemption regulation for the
insurance sector to replace the existing regulation on this subject at its
expiry on March 31, 2003. In particular with respect to the establishment and
management of insurance and reinsurance pools, the new regulation raises the
market share thresholds for insurance pools and restricts the simultaneous
memberships of insurers who may exercise a determining influence on the
commercial policy of pools acting on the same relevant market in these pools.
Insurers have in the past been able to seek individual exemption under
applicable antitrust laws for insurance pools that were not eligible for block
exemption and other restrictions on competition. As of May 1, 2004 this
procedure is no longer available.
In some business lines, the Allianz Group's market share might raise
concerns under European merger control regulations. If the Allianz Group were to
consider a substantial acquisition in these business lines, the relevant EU
authorities might require divestiture of parts of the portfolio or might
disapprove the transaction. Comparable legislation with respect to merger review
has been enacted in many jurisdictions inside and outside the EU.
RULES OF CONDUCT FOR SECURITIES TRADING
The German Securities Trading Act prohibits insider trading with respect to
securities admitted to trading or included in the over-the-counter market at a
German exchange or the exchange in another EU member state or in other
contracting states to the agreement on the EEA. The German Securities Trading
Act also requires that the issuer of securities admitted to trading on a German
stock exchange promptly publish any new fact relating to the field of the
issuer's activities that is not publicly known if this fact could have a
material influence on the market price of such securities due to its effects on
the financial position or the overall business performance of the issuer. The
BaFin carries out supervisory functions with respect to these regulations.
The German Securities Trading Act also introduced rules of conduct for
banks and securities firms (the Rules of Conduct). The Rules of Conduct apply to
all investment services firms in Germany. The BaFin has broad powers to
investigate investment services firms with a view to monitoring compliance with
the Rules of Conduct. The German Securities Trading Act provides for an annual
examination on behalf of the BaFin of a bank's compliance with its obligations
under the German Securities Trading Act.
176
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
CORPORATE GOVERNANCE
The corporate bodies of Allianz AG are the management board (Vorstand), the
supervisory board (Aufsichtsrat) and the general meeting (Hauptversammlung). The
management board and the supervisory board are separate and no individual may
serve simultaneously as a member of both boards.
The management board is responsible for managing the day-to-day business of
Allianz AG in accordance with the German Stock Corporation Act (Aktiengesetz)
and the articles of association of Allianz AG. The management board is bound by
applicable German law, the articles of association of Allianz AG as well as its
internal rules of procedure (Geschaftsordnung). The management board represents
Allianz AG in its dealings with third parties. The supervisory board oversees
the management of Allianz AG. It is also responsible for appointing and removing
the members of the management board and representing Allianz AG in connection
with transactions between a member of the management board and Allianz AG. The
supervisory board may not make management decisions, but the supervisory board
or the articles of association must determine that certain types of transactions
require the supervisory board's prior consent.
In carrying out their duties, the members of the management board and the
supervisory board must exercise the standard of care of a diligent and prudent
business person. In complying with this standard of care, the members of both
boards must take into account a broad range of considerations in their
decisions, including the interests of Allianz AG, its shareholders, employees
and creditors. The management board is additionally required to respect the
rights of shareholders to equal treatment and equal information.
Members of either board who violate their duties may be personally liable
for damages to Allianz AG. Allianz AG may waive these damages or settle these
claims only if at least three years have passed from the date of their
origination, and if the general meeting approves the waiver or settlement with a
simple majority. No approval of a waiver or settlement by the general meeting
will be effective if opposing shareholders who hold, in the aggregate, one-tenth
or more of the share capital of Allianz AG have their opposition formally noted
in the minutes recorded by a German notary. As a general rule under German law,
a shareholder has no direct recourse against the members of the management board
or the supervisory board in the event that they are believed to have breached a
duty to Allianz AG.
The supervisory board has comprehensive monitoring functions. To ensure
that these functions are carried out properly, the management board must
regularly report to the supervisory board with regard to current business
operations and future business planning (including financial, investment and
personnel planning). The supervisory board is also entitled to request at any
time special reports regarding the affairs of Allianz AG, the legal or business
relations of Allianz AG to its subsidiaries and the affairs of any of its
subsidiaries to the extent that the affairs of such subsidiary may have a
significant impact on Allianz AG.
The management board is required to ensure that adequate risk management
and internal monitoring systems exist within Allianz AG to detect risks relating
to the Group's business activities at the earliest possible stage.
Pursuant to the amendment in July 2002 of the German Stock Corporation Act,
the management board and the supervisory board are required to declare annually
that Allianz AG has complied or will comply with the recommendations set forth
in the Corporate Governance Code published by the German Ministry of Justice
(Bundesministerium der Justiz). In addition, the management board and the
supervisory board are required to disclose any specific recommendation with
which they have failed or will fail to comply. The Corporate Governance
177
Code contains provisions for corporate governance with respect to shareholders
and general meetings, management board, supervisory board, cooperation between
management board and supervisory board, transparency, reporting and audit of the
annual financial statements. On December 18, 2002, the management board and
supervisory board signed the first compliance declaration, confirming that
Allianz AG complies with all recommendations of the Corporate Governance Code.
However, the members of Allianz AG's management board reserve the right to
exceed the maximum number of board mandates that may be held outside the Group
under the Corporate Governance Code, as appropriate, as the acceptance of
supervisory board mandates in companies in which Allianz AG has substantial
holdings forms an essential part of the duties of members of the management
board.
MANAGEMENT BOARD
The management board of Allianz AG currently consists of eleven members.
The number of members of the management board decreased from twelve to eleven as
of November 1, 2002. Under the articles of association of Allianz AG, the
supervisory board determines the size of the management board, although it must
have at least two members. Under the articles of association, Allianz AG may be
legally represented by two members of the management board or by one member of
the management board and the holder of a general commercial power of attorney
(Prokura), which entitles its holders to carry out all legal acts and
transactions on behalf of Allianz AG. In addition, pursuant to a filing with the
commercial register in Munich, Allianz AG may also be represented by two holders
of a general commercial power of attorney. The supervisory board represents
Allianz AG in connection with transactions between a member of the management
board and Allianz AG. To the extent that a supervisory board committee is
entitled to decide on a specific matter in lieu of the supervisory board, the
right of representing Allianz AG vis-a-vis the management board in that matter
can be transferred to the relevant supervisory board committee.
The supervisory board appoints the members of the management board. The
initial term of the members of the management board is generally limited to
three years. Each member may be reappointed or have his term extended by the
supervisory board for one or more terms of up to five years each. The initial
appointment or the reappointment of members of the management board attaining
the age of 60 is generally limited to terms of one year. Members of the
management board must resign from office at the end of the fiscal year in which
they attain the age of 65. The supervisory board may remove a member of the
management board prior to the expiration of his term for good cause, for example
in the case of a serious breach of duty or a bona fide vote of no confidence by
the general meeting. A member of the management board may not deal with, or vote
on, matters relating to proposals, arrangements or contractual agreements
between himself and Allianz AG and may be liable to Allianz AG if he has a
material interest in any contractual agreement between Allianz AG and a third
party which was not disclosed to, and approved by, the supervisory board. The
management board has adopted its own internal rules of procedure.
The management board regularly reports to the supervisory board on the
business of Allianz AG. According to the internal rules of procedure of the
supervisory board, the management board requires the consent of the supervisory
board for certain transactions, primarily, share capital measures and
acquisitions or divestitures of companies or shareholdings in companies of a
significant volume.
The current members of the management board, their areas of responsibility,
the year in which each member was first appointed, the year in which the term of
each member expires, and the principal supervisory or management board
memberships outside the Allianz Group, respectively, are as follows:
178
YEAR
YEAR CURRENT
AREA OF FIRST TERM PRINCIPAL OUTSIDE BOARD
NAME RESPONSIBILITY APPOINTED EXPIRES MEMBERSHIPS IN 2002
---------------------------------- ---------------- --------- ------- -------------------------------
Michael Diekmann.................. Chairman of the 1998 2006 Member of the supervisory
management board boards of BASF AG, Linde AG
(deputy chairman) and Lufthansa
AG
Dr. Paul Achleitner............... Group Finance 2000 2004 Member of the supervisory
boards of Bayer AG, MAN AG, RWE
AG and OTAG
Detlev Bremkamp................... Europe II 1991 2004 Member of the supervisory
boards of ABB AG (Deutschland)
and Hochtief AG
Jan R. Carendi.................... Americas 2003 2005 None
Dr. Joachim Faber................. Allianz Dresdner 2000 2004 Member of the supervisory
Asset Management boards of Bayerische Borse AG,
(ADAM) Infineon Technologies AG, and
Societa Metallurgica Italiana
S.p.A.
Dr. Reiner Hagemann............... Europe I 1995 2004 Member of the supervisory
boards of E.ON Energie AG,
Schering AG and Steag AG
Dr. Horst Muller.................. Group Financial 2001 2003 Member of the supervisory
Risk Management boards of Buderus AG and BVV
Versicherungsverein des
Bankgewerbes a. G.
Dr. Helmut Perlet................. Group 1997 2004 None
Controlling,
Accounting,
Taxes,
Compliance
Dr. Gerhard Rupprecht............. Group 1991 2005 Member of the supervisory
Information boards of Heidelberger
Technology, Life Druckmaschinen AG, Quelle AG
Insurance and ThyssenKrupp Automotive AG
Germany
Dr. Herbert Walter................ Allianz Dresdner 2003 2007 Member of the supervisory board
Banking of Deutsche Borse AG
Dr. Werner Zedelius............... Growth Markets 2002 2004 Member of the supervisory board
of SMS AG
The following is a summary of the business experience of the current
members of the management board within the Allianz Group:
Michael Diekmann: Joined the Allianz Group in 1988. From 1996 to 1998 he
was chief executive officer of Allianz Insurance Management Asia-Pacific Pte.
Ltd., Singapore. He became a deputy member in October 1998 and a full member of
the management board of Allianz AG in March 2000. He was appointed chairman of
the management board in April 2003.
Dr. Paul Achleitner: Joined the management board of Allianz AG in January
2000. He was previously chairman of Goldman, Sachs & Co. oHG, Frankfurt, Germany
and a partner of Goldman Sachs Group from 1994 to 1999.
Detlev Bremkamp: Joined the Allianz Group in 1963. He was a deputy member
of the management board of Allianz Versicherung from 1981 to 1982 and a full
member from 1983 to 1987, managing director and general manager of Allianz
Europe Ltd. in Amsterdam from 1987 to 1990, and became a member of the
management board of Allianz AG in 1991.
Jan R. Carendi: Became a member of the Management Board of Allianz AG in
May 2003. He previously held a variety of positions at Skandia Insurance Company
Ltd. and other
179
companies of the Skandia Group, including chief executive officer of Skandia
Insurance Company Ltd. and Skandia New Markets Inc. and chief executive officer
of American Skandia Inc.
Dr. Joachim Faber: Joined the Allianz Group in 1997 after holding various
positions at Citibank AG, Frankfurt, Germany (1984-1992), including chairman of
the management board, and Citibank International PLC, London (1992-1997),
including head of capital markets. He was a member of the management board of
Allianz Versicherung from 1997 to 1999 and became a member of the management
board of Allianz AG in January 2000.
Dr. Reiner Hagemann: Joined the Allianz Group in 1977. In 1987, he became
a deputy member, in 1990 a full member and in 1995 was made chairman of the
management board of Allianz Versicherung. He was a member of the management
board of Allianz Leben from 1991 through 1994 and became a member of the
management board of Allianz AG in 1995.
Dr. Horst Muller: Joined Dresdner Bank in 1970. He became a deputy member
of the management board of Dresdner Bank in 1992, and a full member in 1994.
With the acquisition of Dresdner Bank in July 2001, he became a member of the
management board of Allianz AG.
Dr. Helmut Perlet: Joined the Allianz Group in 1973. He has been head of
the foreign tax department since 1981, head of corporate finance since 1990 and
head of accounting and controlling since 1992. He became a deputy member in July
1997 and a full member of the management board of Allianz AG in January 2000.
Dr. Gerhard Rupprecht: Joined the Allianz Group in 1979. In January 1989,
he became a deputy member, and in January 1991 a full member, and in October
1991 was appointed chairman, of the management board of Allianz Leben. He became
a member of the management board of Allianz AG in October 1991.
Dr. Herbert Walter: Held various positions at Deutsche Bank AG since 1983,
including chairman of the business segment Private & Business Clients and
speaker of the management board of Deutsche Bank 24. Since 2002, he was a member
of the Group Executive Committee of Deutsche Bank group as well as Global Head
of Private & Business Clients. He became a member of the management board of
Allianz AG on March 19, 2003, and became the Chairman of the management board of
Dresdner Bank AG effective March 25, 2003.
Dr. Werner Zedelius: Joined the Allianz Group in 1987. After various
positions in branch offices and in the headquarters of Allianz AG, he was
General Manager Finance and member of the board of directors of Cornhill
Insurance PLC in London from 1996 until 1999. Dr. Zedelius became a member of
the management board of Allianz AG on January 1, 2002.
The members of the management board may be contacted at the address of
Allianz AG.
SUPERVISORY BOARD
In accordance with the articles of association of Allianz AG and the German
Codetermination Act (Mitbestimmungsgesetz), the supervisory board of Allianz AG
consists of 20 members, ten of whom are elected by the shareholders and ten of
whom are elected by the employees of the German companies of the Allianz Group.
Three of the employee representatives are representatives of the trade unions
represented in the Allianz Group in Germany. The general meeting may remove any
supervisory board member it has elected by a simple majority of the votes cast.
The employee representatives may be removed with a majority of three-quarters of
the votes cast by those employees who elected them. In addition, any member of
the supervisory board may resign by written notice to the management board.
The supervisory board has a quorum when all members of the supervisory
board were invited or requested to participate in a decision and either ten or
more members, including the chairman of the supervisory board, or, when the
chairman of the supervisory board is not
180
present, fifteen or more members, participate in a decision before the
supervisory board. Except where a different majority is required by law or the
articles of association of Allianz AG, the supervisory board acts by simple
majority of the votes cast. In the case of any deadlock, the chairman has the
deciding vote. The supervisory board meets at least twice each half-year. Its
main functions are:
- to monitor the management of Allianz AG;
- to appoint the members of the management board; and
- to approve matters in areas where such approval is required by German law
or which the supervisory board has made generally or in the individual
case subject to its approval. See "-- Management Board."
In addition, supervisory boards of German insurance companies are tasked
with the appointment of the auditors.
The supervisory board has established a Standing Committee, an Audit
Committee, a Compensation Committee and a Mediation Committee.
Standing Committee. The Standing Committee, which comprises the chairman
of the supervisory board, his deputy and three additional members elected by the
supervisory board, may approve or disapprove certain transactions of Allianz AG
to the extent that such transactions do not fall under the competency of any
other committee or are required to be decided by plenary meeting of the
supervisory board. The Standing Committee examines the corporate governance of
Allianz AG, drafts the declaration of compliance and examines the efficiency of
the work of the supervisory board. In addition, it determines the guest status
of non-members who wish to attend supervisory board meetings as well as changes
in form to the articles of association. The Standing Committee held four
meetings in 2002. The members of the Standing Committee are Dr. Henning
Schulte-Noelle as chairman, Norbert Blix, Dr. Gerhard Cromme, Dr. Manfred
Schneider and Peter Haimerl.
Audit Committee. The Audit Committee, established in September 2002,
comprises five members elected by the supervisory board. The Audit Committee
prepares the decisions of the supervisory board about the Group's annual
financial statements, the consolidated financial statements and the appointment
of the auditors and ascertains the independence of the auditors. Furthermore,
the Audit Committee assigns the mandate to the auditors, sets priorities for the
audit and determines the compensation of the auditors. In addition, it examines
the quarterly reports. After the end of the fiscal year, the Audit Committee
examines the Group's annual financial statements and the consolidated financial
statements, examines the risk monitoring system and discusses the auditor's
report with the auditors. The Audit Committee held one meeting in 2002. The
members of the Audit Committee are Dr. Manfred Schneider as chairman, Dr.
Gerhard Cromme, Prof. Dr. Rudolf Hickel, Frank Ley and Dr. Henning
Schulte-Noelle.
Compensation Committee. The Compensation Committee consists of the
chairman of the supervisory board and two other members elected by the
supervisory board. It prepares the appointment of members of the management
board. In addition, it tends to on-going personnel matters of the members of the
management board including their membership on boards of other companies, the
payments they receive and the structure of long-term incentive programs. See
"-- Options to Purchase Securities -- Long-term Incentive Plans." The
Compensation Committee held six meetings in 2002. The members of the
Compensation Committee are Dr. Henning Schulte-Noelle as chairman, Norbert Blix
and Dr. Gerhard Cromme.
Mediation Committee. The Mediation Committee consists of the chairman of
the supervisory board and his representative elected according to the rules of
the German Codetermination Act of 1976, one member elected by the employees and
one member elected by the shareholders. Under sec. 27(3) of the German
Codetermination Act, the Mediation Committee is charged with the
181
solution of conflicts in the appointment of members of the management board. If
the supervisory board in a vote on the appointment or recall of a member of the
management board fails to obtain the required majority, the Mediation Committee
has to present a proposal to the supervisory board. There arose no need for the
Mediation Committee to meet in 2002. The members of the Mediation Committee are
Dr. Henning Schulte-Noelle as chairman, Norbert Blix, Hinrich Feddersen and
Jurgen E. Schrempp.
Each member of the supervisory board is generally elected for a fixed term,
which expires at the end of the general meeting at which the shareholders
discharge the members of the supervisory board in respect of the fourth fiscal
year after the beginning of the term. The fiscal year in which the members of
the supervisory board are first elected is not considered. Supervisory board
members may be reelected.
The current members of the supervisory board of Allianz AG, their principal
occupations, the year in which each member first served on the supervisory
board, the year in which the current term of each member expires and principal
memberships in statutory supervisory boards of each member outside the Allianz
Group, respectively, are as follows:
YEAR
CURRENT
YEAR FIRST TERM PRINCIPAL OUTSIDE BOARD
NAME PRINCIPAL OCCUPATION APPOINTED EXPIRES MEMBERSHIPS IN 2002
---------------------------------- ------------------------- ---------- ------- ------------------------
Dr. Henning Schulte-Noelle, Former chairman of the 2003 2008 Member of the
Chairman(1)..................... management board of supervisory boards of
Allianz AG E.ON AG, Siemens AG and
ThyssenKrupp AG
Norbert Blix, Deputy Employee of Allianz 1997 2008 None
Chairman(2)..................... Versicherung
Dr. Wulf H. Bernotat(1)........... Chairman of the 2003 2008 Member of the management
management board of E.ON boards of E.ON AG
AG (chairman), Metro AG,
RAG Aktiengesellschaft
and Ruhrgas AG
(chairman)
Dr. Diethart Breipohl(1).......... Former member of the 2000 2008 Member of the
management board of supervisory boards of
Allianz AG Beiersdorf AG,
Continental AG,
KarstadtQuelle AG, mg
technologies AG, KM
Europa Metal AG
(chairman), Banco
Popular Espanol, Banco
Portugues de
Investimento and Credit
Lyonnais
Bertrand Collomb(1)............... President Directeur 1998 2008 Member of the boards of
General of Lafarge S.A. directors of Total-
Fina-Elf, ATCO Ltd. and
the Conseil
D'Administration of
Credit Commercial de
France S.A.
182
YEAR
CURRENT
YEAR FIRST TERM PRINCIPAL OUTSIDE BOARD
NAME PRINCIPAL OCCUPATION APPOINTED EXPIRES MEMBERSHIPS IN 2002
---------------------------------- ------------------------- ---------- ------- ------------------------
Dr. Gerhard Cromme(1)............. Chairman of the 2001 2008 Member of the
supervisory board of supervisory boards of
ThyssenKrupp AG ThyssenKrupp AG
(chairman), Axel
Springer Verlag
Aktiengesellschaft,
Siemens AG, Deutsche
Lufthansa AG, E.ON AG,
Ruhrgas AG, Volkswagen
AG and Suez S.A.
Jurgen Dormann(1)................. Chairman of the board of 1998 2008 Member of the
directors and CEO of ABB supervisory boards of
Ltd. Aventis S.A. (chairman)
and LION bioscience AG
(chairman) and the board
of directors of ABB Ltd.
(chairman) and IBM
Corporation
Claudia Eggert-Lehmann(2)......... Employee of Dresdner Bank 2003 2008 None
Hinrich Feddersen(2).............. Member of the federal 2001 2008 Member of the
steering committee of supervisory boards of
ver.di (Vereinte Deutscher Ring
Dienstleistungs- Lebensversicherungs AG
gewerkschaft e.V.) (deputy chairman) and
Basler Versicherung
Beteiligungsgesellschaft
mbH (deputy chairman)
Peter Haimerl(2).................. Employee of Dresdner 2001 2008 None
Bank; Chairman of the
shop committee of
Dresdner Bank
Professor Dr. Rudolf Hickel(2).... Professor of Finance at 1999 2008 Member of the
the University of Bremen supervisory boards of
Salzgitter Stahl und
Technologie AG,
Howaldtswerke Deutsche
Werft AG and Gewoba
Aktiengesellschaft fur
Wohnen und Bauen
Dr. Renate Kocher(1).............. Head of Institut fur 2003 2008 Member of the
Demoskopie, Allensbach supervisory boards of
MAN AG and BASF AG
Frank Ley(2)...................... Employee of Allianz 1993 2008 None
Leben; Chairman of the
shop committee of Allianz
Leben
Karl Neumeier(2).................. Employee of Allianz 2003 2008 None
Versicherungs-AG
183
YEAR
CURRENT
YEAR FIRST TERM PRINCIPAL OUTSIDE BOARD
NAME PRINCIPAL OCCUPATION APPOINTED EXPIRES MEMBERSHIPS IN 2002
---------------------------------- ------------------------- ---------- ------- ------------------------
Herbert Pfennig(2)................ Employee of Dresdner Bank 2003 2008 None
Sultan Salam(2)................... Employee of Dresdner Bank 2003 2008 None
Dr. Manfred Schneider(1).......... Chairman of the 1998 2008 Member of the
supervisory board of supervisory boards of
Bayer AG Bayer AG (chairman),
DaimlerChrysler AG,
Linde AG, METRO AG, RWE
AG and TUI AG
Margit Schoffer(2)................ Employee of Dresdner Bank 2003 2008 None
Dr. Herbert Scholl(1)............. Managing director of 1998 2008 Managing director of
Robert Bosch GmbH Robert Bosch GmbH and
member of the
supervisory board of
BASF AG
Jurgen E. Schrempp(1)............. Chairman of the 1998 2008 Chairman of the
management board of management board of
DaimlerChrysler AG DaimlerChrysler AG and
member of the board of
directors of South-
African Coal, Oil and
Gas Corporation (Sasol)
Ltd., Vodafone Group plc
and The New York Stock
Exchange
---------------
(1) Elected by Allianz AG's shareholders.
(2) Elected by the employees of the German companies of the Allianz Group.
The members of the supervisory board may be contacted at the address of
Allianz AG.
COMPENSATION OF DIRECTORS AND OFFICERS
Management Board. Total compensation for members of our management board
includes a fixed component (the basic salary) and a variable component. The
total compensation paid by the Allianz Group to the management board for 2002
was approximately E17.4 million. The compensation allocated to the management
board in 2002 consisted of variable compensation of approximately E9.5 million
and fixed compensation of approximately E7.9 million compared to E9.2 million
and E6.7 million in 2001, respectively. Beginning in 2002, the variable
component consisted of the annual bonus, which includes an individual element
and an element based on
184
company performance, and a three-year bonus, from which payments to members of
the management board can be made for the first time in 2004.
In addition to these amounts, in 2002 the Allianz Group paid an amount of
approximately E9 million to increase pension reserves and reserves for similar
obligations in favor of active members of the management board.
In addition, under the long-term incentive plan for 2002 described under
'-- Options to Purchase Securities -- Long-term Incentive Plans", a total of
47,200 stock appreciation rights tied to the price of Allianz stock were awarded
to members of the management board during the fiscal year 2002. Based on
standard option valuation methods (Black-Scholes or Binomial Method), these
rights had a value of E5.2 million at the time of their award. The value of
these rights at December 31, 2002 was E0.3 million. Since none of the
appreciation rights had an intrinsic or exercise value, these amounts are
entirely time values.
At December 31, 2002, members of our management board held a total of
119,739 stock appreciation rights awarded from 1999 through 2002 under the
long-term Incentive Plans. Based on standard option valuation methods
(Black-Scholes or Binomial Method), these rights had a value of E0.5 million at
December 31, 2002. None of the appreciation rights had an intrinsic value at
December 31, 2002, so that this amount is entirely a time value. For additional
information on the appreciation rights held by members of our management board,
see Note 44 to our consolidated financial statements. See also "-- Options to
Purchase Securities -- Long-term Incentive Plans" below.
In 2002, pensions and other benefit payments for former members of the
management board as well as payments to compensate the claims of former members
of the management board amounted to approximately E13 million. E7 million were
set aside in 2002 for compensating the claims of former members of the
management board. An amount of E29 million was set aside for current and future
pension benefits of former members of the management board and their
beneficiaries.
Supervisory Board. The current articles of association provide that the
remuneration of the members for service on the supervisory board until the
annual general meeting held on April 29, 2003, is calculated according to the
provisions of the articles of association effective prior to that time. Pursuant
to these provisions, each member of the supervisory board receives an annual
remuneration of E4,000, which increases by E500 for every cent by which the
dividend per share exceeds the amount of 15 cents. The chairman of the
supervisory board receives double these amounts, and every other member of a
committee of the supervisory board (except the Mediation Committee) one and one
half times these amounts. Allianz AG reimburses the members of the supervisory
board members for their out-of-pocket expenses and the value-added tax payable
on these salaries. In addition, Allianz AG provides insurance coverage and
technical support to the supervisory board members to the extent reasonably
adequate for the exercise of their supervisory board office. The aggregate
amount of compensation paid to the members of the supervisory board for the
fiscal year 2002 was E2 million, including fees becoming payable after the 2003
general meeting.
On April 29, 2003, at the 2003 ordinary general meeting of Allianz AG, the
management board and the supervisory board proposed, and the shareholders
approved, revisions to the articles of association which relate to the
compensation of the supervisory board. The respective resolutions became
effective upon registration in the commercial register on June 23, 2003 and
apply to service on the supervisory board following April 30, 2003. Pursuant to
the new articles of association, each member of the supervisory board will
receive an annual fixed remuneration of E4,000 and in addition, a remuneration
of E500 for every cent by which the dividend per share declared by the annual
general meeting exceeds the amount of 15 cents. The chairman of the supervisory
board will receive double, and each vice chairman one and one half times, these
amounts. Each member of a supervisory board committee (except the Mediation
Committee and
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the Audit Committee) will receive an additional 25% of these amounts, while the
chairman of these committees will receive an additional 50%. Members of the
Audit Committee will receive an additional annual fixed remuneration of E30,000,
while the chairman will receive an additional E45,000. Members of the
supervisory board who served for only part of the fiscal year shall receive one
twelfth of the annual remuneration for each initiated month of service. This
applies in the same manner to the members of supervisory board committees. The
total annual remuneration of a member of the supervisory board shall not exceed
double, and the remuneration of the chairman of the supervisory board shall not
exceed triple, the sum of the annual fixed compensation and the additional
dividend-related compensation of a member of the supervisory board who has none
of these specific positions. Allianz AG reimburses all supervisory board members
for their out-of-pocket expenses and the value-added tax payable on these
salaries. In addition, Allianz AG provides insurance coverage and technical
support to the supervisory board members to the extent reasonably adequate to
carry out their supervisory board duties.
BOARD PRACTICES
Allianz AG has entered into service contracts with management board members
providing for a limited benefit upon termination of service prior to the stated
expiration date of a management board member's contract. In such circumstances,
the management board member would receive monthly fixed payments for a further
six months as well as pro rata bonus payments if the conditions for the bonus
payments are fulfilled. If regular pension benefits were to become due during
this time period, they would be credited against these payments. Allianz AG has
not entered into such contracts with supervisory board members.
SHARE OWNERSHIP
As of June 18, 2003, the members of the management board and the
supervisory board held less than 1% of our ordinary shares issued and
outstanding. As of such date, based on our share register, the members of the
management board and the supervisory board held in the aggregate approximately
6,700 ordinary shares of Allianz AG.
EMPLOYEES
As of December 31, 2002, Allianz Group had more than 181,000 employees
worldwide, of whom more than 87,000, or approximately 48.1%, were employed in
Germany. A large number of our German employees are covered by collective
bargaining agreements or similar arrangements. In the past three years, there
have been no work stoppages or strikes at our various sites that have arisen
from collective bargaining disputes or for other reasons which had a material
adverse effect on the Group's results of operations. We believe that our
employee relations are good.
The following table shows the average number of employees of the Allianz
Group by region for the years ended December 31, 2002, 2001 and 2000.
AT DECEMBER 31,
---------------------------
2002 2001 2000
------- ------- -------
Germany..................................................... 87,398 87,589 43,124
Rest of Europe.............................................. 66,657 61,892 50,569
NAFTA....................................................... 12,644 14,722 12,667
Rest of World............................................... 14,952 15,743 13,323
Total....................................................... 181,651 179,946 119,683
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OPTIONS TO PURCHASE SECURITIES
LONG-TERM INCENTIVE PLANS
Since 1999, we have established long-term incentive plans for the members
of the management board of Allianz AG and eligible key executives of the Allianz
Group, which are subject to approval by the supervisory board. As of the date of
this annual report, long-term incentive plans were authorized for 2002, 2001,
2000 and 1999. Under these incentive plans, we granted non-transferable
appreciation rights tied to the value of the ordinary shares of Allianz AG to
members of the management board of Allianz AG and eligible key executives of the
Allianz Group. The appreciation rights were granted on April 1 of each of these
years. The rights expire after seven years.
Under the relevant incentive plan, each plan participant is advised at the
beginning of the plan of the number of the appreciation rights that have been
granted to him or her. Each appreciation right entitles the holder to the
difference between the price of Allianz AG's ordinary shares at the time the
right is exercised and the base price of Allianz AG's ordinary shares as
specified in the plan, the maximum difference being capped at 150% of the base
price. The 2002, 2001 and 2000 incentive plans specify base prices of E265, E356
and E367, respectively. As of December 31, 2002, a total of 1,507,414
appreciation rights were outstanding under all incentive plans. Of this amount,
625,454 appreciation rights were outstanding under the 2002 incentive plan,
380,391 were outstanding under the 2001 incentive plan and 245,542 were
outstanding under the 2000 incentive plan.
The appreciation rights may be exercised at any time between the beginning
of the third and the end of the seventh year after commencement of the relevant
plan, provided that the closing stock price of Allianz AG in the Frankfurt Xetra
Trade has exceeded the closing price of the Dow Jones Europe Stoxx Price Index
(600) on each of at least five consecutive trading days and the closing stock
price of Allianz AG in the Frankfurt Xetra Trade has appreciated as of the
exercise date by at least 20% over the base price specified in the plan. Holders
may not exercise an appreciation right within fixed time periods prior to the
publication of quarterly, semi-annual or annual reports. At other times, an
appreciation right may be exercised only with the approval of the Allianz
Group's compliance department.
Upon exercise of the appreciation rights, payment is made in the relevant
local currency by the Group company granting the appreciation rights.
Appreciation rights not exercised by the last day of a plan will be exercised
automatically where the necessary conditions have been met. Where these
conditions have not been met or a plan participant ceases to be employed by the
Allianz Group for reasons other than disability or death, the plan participant's
appreciation rights are forfeited.
EMPLOYEE STOCK OWNERSHIP ARRANGEMENTS
Allianz AG offers certain eligible employees and certain Allianz Group
companies for their respective employees in Germany and abroad to buy its
ordinary shares within a limited period of time at a discounted price per share.
Costs for the arrangement are met by the relevant company. In general, to be
eligible, employees are required to have been employed for a minimum period of
six continuous months prior to the share offering. Employees are also subject to
certain restrictions on the amount that may be invested to purchase the shares.
Each participating Group subsidiary establishes a restricted period of at least
one and maximum five years during which employees may not transfer the shares
after purchasing them. After this period, the shares are not subject to vesting
or other restrictions. The eligible employees of the Allianz Group acquired a
total of 136,222 ordinary shares under such arrangements in 2002.
For additional information on our long-term incentive plans and employee
stock ownership arrangements, see Note 44 to our consolidated financial
statements.
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ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
MAJOR SHAREHOLDERS
The outstanding capital stock of Allianz AG consists of ordinary shares
without par value that are issued in registered form. Under the articles of
association, each outstanding ordinary share represents one vote. Major
shareholders do not have different voting rights. Based on our share register,
as of June 18, 2003, we had approximately 567,800 registered shareholders, of
which approximately 1,950 were holders resident in the United States. Based on
our share register, approximately 5.7% of our ordinary shares issued were held
by such U.S. holders. Although our shareholders are generally required when
registering to indicate their respective names, addresses and, in the case of
legal entities, whether they hold on behalf of a third party, many of our
ordinary shares may be held of record by brokers, trustees or other nominal
holders who are not required to provide such information with regard to
beneficial holders. As a result, the number of holders of record or registered
holders in the United States may not be representative of the actual number of
beneficial holders in the United States. See also "Directors, Senior Management
and Employees -- Share Ownership."
Under the German Securities Trading Act, holders of voting securities of a
listed German company must notify the German Federal Financial Supervisory
Authority and the company of the level of their holding whenever it reaches,
exceeds or falls below specified thresholds. These thresholds are 5%, 10%, 25%,
50% and 75% of a company's shares. In addition, effective January 1, 2002, the
provisions of the German Securities Trading Act were amended to broaden the
criteria for attribution of shares.
The following table sets forth information about beneficial ownership of
our ordinary shares as of the indicated date as to each person (or group of
affiliated persons) known by us, through documents filed publicly with the SEC,
to own beneficially more than 5% of the ordinary shares issued and outstanding,
and as adjusted for recent changes in our outstanding ordinary shares. In
addition, where different, we have indicated the percentage ownership provided
by such shareholders in the filings under the new German reporting requirements
discussed above.
NUMBER OF OWNERSHIP
ORDINARY SHARES OWNERSHIP REPORTED IN
REPORTED IN REPORTED IN GERMAN
NAME OF BENEFICIAL OWNER SEC FILINGS SEC FILINGS FILINGS(4)
------------------------ --------------- ------------ ------------
Munich Re.......................................... 51,487,400(1) 21.2%(1) 18.1%(5)
Deutsche Bank...................................... 13,532,423(2) 5.5%(3) --(6)
---------------
(1) As of December 31, 2002, as reported on June 19, 2003. In its report, Munich
Re stated that such percentage was based on a total number of 266,565,625
ordinary shares issued by Allianz as of December 31, 2002, but did not
include ordinary shares of Allianz AG owned by Allianz Group companies or by
HypoVereinsbank.
(2) As of December 31, 2002, as reported on February 10, 2003. In its report,
Deutsche Bank stated that it had sole dispositive power over 13,532,423
ordinary shares, sole voting power over 12,428,173 ordinary shares, and
beneficially owned 5.5% of Allianz's ordinary shares. On July 9, 2003, as of
June 30, 2003, Deutsche Bank reported that it had sole dispositive power
over 12,616,371 ordinary shares, sole voting power over 11,317,491 ordinary
shares and beneficially owned 3.4% of Allianz's ordinary shares.
(3) As of December 31, 2002, as reported on February 10, 2003.
(4) Percentages have been rounded to a single decimal place.
(5) As reported under the German Securities Trading Act on April 2, 2003.
(6) Less than 5% as reported under the German Securities Trading Act on April 8,
2002.
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As of June 18, 2003, 383,753,125 ordinary shares were issued but only
364,810,435 were outstanding, primarily as a result of our repurchase of 786,100
ordinary shares in May 2001 and our purchase of 5,500,000 ordinary shares from a
subsidiary of Dresdner Bank in February 2002, as well as the holding of
17,155,008 ordinary shares by Dresdner Bank or its subsidiaries.
Significant changes in the percentage ownership held of record by any of
our major shareholders in the last three years were as follows:
- the share ownership of Munich Re as reported under German law decreased
from slightly less than 25% as of October 2000 to approximately 18.1% of
our outstanding ordinary shares on April 2, 2003;
- the share ownership of Deutsche Bank as reported to the SEC decreased
from approximately 6.9% as of February 2001 to 5.5% as of December 31,
2002 and 3.4% as of June 30, 2003; and
- the share ownership of HypoVereinsbank as reported under German law
decreased from approximately 6.8% as of October 2000 to less than 5% in
2002.
RELATED PARTY TRANSACTIONS
The following describes certain transactions between the Allianz Group and
its related parties since January 1, 2002.
TRANSACTIONS WITH MUNICH RE
As of June 30, 2003, we held approximately 18.9% of Munich Re's ordinary
shares. On July 10, 2003 we announced our intention to redeem a first tranche of
approximately 50% of our index-linked exchangeable (MILES) ahead of schedule,
using Munich Re shares. This transaction, when completed, will reduce our
shareholding in Munich Re by approximately 3%. As of April 2, 2003, based on its
most recent German reporting, Munich Re held approximately 19.4% of our ordinary
shares outstanding, which constituted approximately 18.1% of our ordinary shares
issued as of such date.
PRINCIPLES OF COOPERATION
Certain principles of cooperation have historically governed the
relationship between Allianz AG and Munich Re. These principles have been
adapted to current circumstances in an agreement, dated May 2000 (or Principles
of Cooperation), which sets forth the principles governing the
cross-shareholdings, joint interests in third parties and reinsurance
relationships between Allianz AG and Munich Re. The Principles of Cooperation
were amended by a supplementary agreement in December 2001 (or First
Supplement), effective through December 31, 2010, as well as a second
supplementary agreement in December 2002 (or Second Supplement) and a third
supplementary agreement on March 20, 2003 (or Third Supplement). The Principles
of Cooperation are effective from January 1, 2000 through December 31, 2005.
Pursuant to the Second Supplement, the terms governing the termination of the
Principles of Cooperation were suspended until December 31, 2003 and the
required notice of termination reduced from three years to two years, with the
result that the Principles of Cooperation will be automatically renewed for
another ten years only if they are not terminated prior to December 31, 2003.
Cross Shareholdings. In connection with the our capital increase in April
2003, we agreed with Munich Re in the Third Supplement to amend the provisions
of the Principles of Cooperation relating to the long-term reciprocal
shareholdings between Allianz AG and Munich Re. Pursuant to the Third
Supplement, Munich Re agreed to reduce its ownership interest in Allianz AG to
approximately 15% following the capital increase in April 2003, and Allianz AG
agreed to reduce
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its ownership interest in Munich Re to approximately 16% to 18% by the end of
2003 and to approximately 15% in the course of 2004. The Third Supplement does
not relate to ordinary shares held in the ordinary course of business either as
part of the trading portfolio or for the account of third parties.
Shareholdings in Insurance Subsidiaries. The shareholdings of Allianz AG
and Munich Re in certain jointly owned subsidiaries and affiliates were
restructured in July 2002. See "-- Letter of Intent."
Reinsurance Relationships. Munich Re is the primary external reinsurer for
the Allianz Group. The Allianz Group ceded approximately E2.3 billion, E2.4
billion and E2.3 billion in reinsurance premiums written to Munich Re in 2002,
2001 and 2000, respectively. Of the Allianz Group's total third-party
reinsurance premiums ceded, approximately 31.3%, 30.6% and 30.2% were ceded to
Munich Re in 2002, 2001 and 2000, respectively. These amounts represented
approximately 4%, 4% and 4% of the Allianz Group's gross premiums written in
2002, 2001 and 2000, respectively.
The Principles of Cooperation provide that Allianz AG will cede to Munich
Re a 14% quota-share of the gross self-retention of the insurance business of
Allianz Versicherung, Frankfurter Versicherungs-AG, Bayerische Versicherungsbank
AG, Allianz Globus MAT (since renamed Allianz Marine & Aviation
Versicherungs-AG), Kraft Versicherungs-AG and Vereinte Spezial Versicherung-AG.
Due to the merger of Vereinte Versicherung AG with Allianz Versicherung
effective January 1, 2002, we agreed with Munich Re in August 2002 to reduce the
share of the gross self-retention of the insurance business of German
Property-Casualty Group companies ceded to Munich Re to 10.5%, effective
retroactively to January 1, 2002. In addition, the Principles of Cooperation
provide that Munich Re shall, subject to competitive conditions, assume a
majority of reinsurance ceded by Allianz AG externally other than pursuant to
the quota-share arrangements described above. The Principles of Cooperation
further provide that Allianz AG and Munich Re shall share the reinsurance ceded
by all other majority jointly held German insurance companies (other than the
German Property-Casualty Group companies subject to the quota-share arrangements
described above) pro rata based on each party's respective ownership interest in
such companies. The Principles of Cooperation also provide that Allianz AG and
Munich Re shall equally share, on an arm's-length basis, the reinsurance ceded
by Allianz Leben and Karlsruher Leben. Finally, the Principles of Cooperation
provide that Allianz AG shall be entitled to assume reinsurance from Munich Re,
although the amounts and terms thereof are not specified. During 2002, 2001 and
2000, Munich Re ceded approximately E600 million, E850 million and E900 million,
respectively, in reinsurance premiums to the Allianz Group. The First Supplement
provides that the mutually ceded reinsurance volume between the Allianz Group
and Munich Re is to be adjusted on a step-by-step basis by 2005.
Allianz AG believes that the reinsurance it cedes to Munich Re and the
reinsurance it assumes from Munich Re are on terms that are comparable to those
that could be obtained from unrelated third parties.
Termination. Upon termination of the Principles of Cooperation, each of
Allianz AG and Munich Re may, after a two-year period from termination, sell the
interests it holds in the other party, subject to a right of first offer and a
right to designate the buyer on the part of the party whose shares are being
sold. In addition, if the party whose shares are being sold exercises its right
of first offer, the selling party shall be entitled to request the other party
to sell to it or another designated person the shares of the selling party.
Reciprocal rights of first refusal also apply to post-termination dispositions
of interests in majority jointly held German insurance companies. Upon
termination of the Principles of Cooperation, the existing reinsurance
arrangements between Allianz AG and Munich Re will remain in force but may be
terminated at any time pursuant to the provisions of the relevant reinsurance
agreements. The reinsurance
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arrangements with respect to majority jointly held entities will remain in
effect. All disputes arising from the Principles of Cooperation are to be
resolved through binding arbitration.
LETTER OF INTENT
Pursuant to a non-binding Letter of Intent, dated May 4, 2000 (or Letter of
Intent), Allianz AG and Munich Re agreed to gradually reduce their shareholdings
in each other to a level of approximately 20% of outstanding shares. As of June
30, 2003, the Allianz Group's ownership interest in Munich Re was approximately
18.9%. As of April 2, 2003, based on its most recent German reporting, Munich
Re's ownership interest in Allianz AG was approximately 18.1%. See "-- Major
Shareholders."
In addition, pursuant to the Letter of Intent, the shareholdings of Allianz
AG and Munich Re in certain jointly owned subsidiaries and affiliates were
restructured in July 2002. As contemplated by the Letter of Intent, Munich Re
transferred its indirect 45.0% interest in Bayerische Versicherungsbank AG and
its indirect 50% interest in Frankfurter Versicherungs-AG to Allianz
Versicherung, while Allianz AG transferred its indirect 36.1% interest in
Karlsruher Leben and its 39% interest in Mercur Assistance AG Holding (or
Mercur), a German provider of medical and automobile assistance services, to
Munich Re. Pursuant to the Letter of Intent, Allianz AG sold its 39% interest in
Mercur to Munich Re in 2000. The parties' other interests were transferred
effective June 30, 2002. As a result of the restructuring, Munich Re holds
approximately 90% of Karlsruher Leben, and Allianz AG holds approximately 90% of
Bayerische Versicherungsbank AG and 99.9% of Frankfurter Versicherungs-AG.
AGREEMENT IN PRINCIPLE
In April 2001, in connection with our acquisition of Dresdner Bank, we
entered into an Agreement in Principle with Munich Re (or Agreement in
Principle), pursuant to which we sold a 16.0% shareholding in HypoVereinsbank to
Munich Re for an aggregate price of approximately E5.133 billion on January 15,
2002, thereby reducing our shareholding in HypoVereinsbank to approximately
0.5%. In addition, we purchased from Munich Re its 40.6% shareholding in Allianz
Leben for an aggregate price of E2.587 billion on January 15, 2002, thereby
increasing our shareholding in Allianz Leben to 91.0%. The current reinsurance
relationships between Allianz Leben and Munich Re are intended to remain in
effect on the basis of existing contracts until 2010.
The Agreement in Principle was amended by the Third Supplement, pursuant to
which Munich Re agreed to reduce its ownership interest in Allianz AG to
approximately 15% following our capital increase in April 2003, and Allianz AG
agreed to reduce its ownership interest in Munich Re to approximately 16% to 18%
by the end of 2003 and to approximately 15% in the course of 2004.
OTHER TRANSACTIONS
In addition to the arrangements described above, the Allianz Group and
Munich Re and its subsidiaries enter into various transactions with each other
in the ordinary course of business, including the provision of direct insurance
by Allianz Group companies to Munich Re and its subsidiaries, and vice versa.
Allianz expects these transactions to continue.
TRANSACTIONS WITH HYPOVEREINSBANK
Pursuant to the Agreement in Principle, we disposed of the Allianz Group's
16.0% shareholding in HypoVereinsbank to Munich Re in January 2002. See
"-- Transactions with Munich Re -- Agreement in Principle." As of May 31, 2003,
we held approximately 0.3% of the ordinary shares of HypoVereinsbank, and
HypoVereinsbank, based on its most recent reporting under German law, owned less
than 5% of our ordinary shares.
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Allianz Group companies and HypoVereinsbank and its subsidiaries enter into
a wide variety of transactions with each other in the ordinary course of
business, including banking, insurance, broker-dealer, securities lending, joint
venture and other transactions.
TERROR RISK INSURANCE COMPANIES
In the aftermath of the terrorist attacks of September 11, 2001, terror
risk insurance companies were founded in Germany and Luxembourg to address the
existing shortage of direct insurance and reinsurance coverage for major risks
in the international markets. The shareholders of these companies are a number
of direct insurers and reinsurers, including companies of the Allianz Group.
Allianz Versicherungs-AG holds a 16% interest in Deutsche EXTREMUS
Versicherungs-AG (or EXTREMUS), which was registered on October 22, 2002 and has
an equity capital of E50 million. Munich Re also holds a 16% interest in
EXTREMUS. On the basis of the E10 billion state guarantee granted by the Federal
Republic of Germany, EXTREMUS is able to provide excess coverage of up to E13
billion for terror risks encountered in Germany. Allianz AG also holds an 18.2%
interest in Special Risk Insurance and Reinsurance Luxembourg S.A. (or SRIR),
which was registered on April 4, 2002 and has an equity capital of E300 million.
SRIR's new business was discontinued in March 2003 due to a lack of demand.
OTHER RELATIONSHIPS
In the normal course of business and subject to applicable legal
restrictions, members of the management board and the supervisory board may be
granted loans by Dresdner Bank, which are subject to the usual conditions in the
industry. On December 31, 2002, loans to board members granted in previous years
and amounting to E0.5 million were still outstanding, including E0.5 million to
board members of subsidiaries. None of these loans was granted in the course of
fiscal 2002.
ITEM 8. FINANCIAL INFORMATION
CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION
See pages F-1 through F-135 for the consolidated financial statements
required by this item.
LEGAL PROCEEDINGS
GENERAL
Allianz Group companies are involved in legal, regulatory and arbitration
proceedings in Germany and a number of foreign jurisdictions, including the
United States, involving claims by and against them, which arise in the ordinary
course of their businesses, including in connection with their activities as
insurers, employers, investors and taxpayers. While it is not feasible to
predict or determine the ultimate outcome of all pending or threatened
proceedings, management does not believe that the outcome of these proceedings,
including the litigation and the Holocaust-related matters discussed below, will
have a material adverse effect on the financial position or results of
operations of Allianz Group, after consideration of any applicable reserves.
LITIGATION
In May 2001, a consolidated class action complaint seeking class action
status, In re Deutsche Telekom Securities Litigation, was brought against
Dresdner Bank and other defendants in the United States District Court for the
Southern District of New York by purported purchasers of Deutsche Telekom
American Depositary Shares (ADSs) issued pursuant to a registration statement
filed with the Securities and Exchange Commission on May 22, 2000 and
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pursuant to a prospectus dated June 17, 2000. Dresdner Bank, which was one of
the underwriting syndicate's joint global coordinators, was one of the named
defendants. The complaint alleges that the offering prospectus contained
material misrepresentations and/or omissions relating to Deutsche Telekom. In
October 2002, the court granted the plaintiffs' motion for class certification.
The action seeks rescission of the sales and damages in an as yet unspecified
amount. The management of Dresdner Bank believes the complaint is without merit
insofar as it relates to Dresdner Bank.
In August 2001, the European Commission initiated antitrust proceedings
pursuant to Article 81 of the EU Treaty against various banks, including
Dresdner Bank, in connection with alleged agreements to set prices for the
exchange of foreign currencies within the EU. In December 2001, pursuant to
these proceedings, the European Commission imposed a fine of E28 million against
Dresdner Bank. The management of Dresdner Bank believes these proceedings are
without merit as they relate to Dresdner Bank. In February 2002, Dresdner Bank
initiated proceedings against the European Commission in the Court of First
Instance of the European Community. Due to delayed pleadings by the European
Commission, Dresdner Bank requested a judgment by default on June 25, 2002.
In July 2002, the German Federal Cartel Office (Bundeskartellamt)commenced
an investigation against several property-casualty insurance companies in
Germany, including subsidiaries of Allianz AG, in connection with alleged
coordinated behavior to achieve premium increases for the commercial and
industrial property and liability insurance business. Also, in December 2001 the
European Commission commenced a preliminary investigation against several
insurance companies operating in London, including a subsidiary of Allianz AG,
in connection with alleged anti-competitive behavior related to aviation war
risk insurance in the London market. To date, the Allianz Group has not received
any official complaint, or indication of any amount claimed, in either matter.
Allianz AG cannot predict the outcome of these investigations at this time.
On November 5, 2001, a lawsuit, Silverstein v. Swiss Re International
Business Insurance Company Ltd., was filed against certain insurers and
reinsurers, including Allianz Insurance Co., in the United States District Court
for the Southern District of New York seeking a determination that the terrorist
attack of September 11, 2001 on the World Trade Center constituted two separate
occurrences under the alleged terms of various coverages. Allianz Insurance Co.
has also filed suit against Silverstein on January 2, 2002, in connection with
the coverage issues arising from the September 11, 2001 attack on the World
Trade Center, and these and other related suits have been consolidated for
discovery and other purposes. On January 30, 2003, the court rejected a motion
by Allianz Insurance Co. seeking a determination by the court itself that the
terror attack of September 11, 2001, constituted a single event. The judge
referred this issue to the jury. Based on the policy wording at issue, we
believe that the basis of Allianz Insurance Co.'s claim is sound, and that the
Silverstein claims are without merit insofar as they relate to Allianz Insurance
Co. In connection with the terrorist attack of September 11, 2001 Allianz Group
recorded net claims expense of approximately E1.5 billion in 2001 for the
Allianz Group on the basis of one occurrence. In the event that liability is
premised under a two occurrence theory, Allianz AG estimates that the Allianz
Group may have an additional net exposure of approximately E200 million.
On December 19, 2002, the insolvency administrator of KirchMedia GmbH & Co.
KGaA (or KirchMedia) made a formal demand on Dresdner Bank to return a former
KirchMedia shareholding to the insolvency assets (Insolvenzmasse) or to make
payment to the insolvency assets to compensate for the loss of the shareholding.
The shareholding, a 25% stake in the Spanish television group Telecinco, had
been pledged by subsidiaries of KirchMedia to Dresdner Bank as collateral for a
loan of E500 million from Dresdner Bank to KirchMedia's holding company,
TaurusHolding GmbH & Co. KG (or TaurusHolding). Following TaurusHolding's
default on the loan in April 2002 and insolvency in June 2002, Dresdner Bank
enforced its security interest and acquired through a subsidiary the Telecinco
shareholding in a forced auction sale.
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The insolvency administrator contends that the pledge was created under
circumstances that cause it to be invalid or void and may initiate legal action
against Dresdner Bank. The management of Dresdner Bank believes that there is no
valid basis for the insolvency administrator's demand.
On May 24, 2002, pursuant to a statutory squeeze-out procedure, the general
meeting of Dresdner Bank AG resolved to transfer shares from its minority
shareholders to Allianz AG as principal shareholder in return for payment of a
cash settlement amounting to E51.50 per share. The amount of the cash settlement
was established by Allianz AG on the basis of an expert opinion, and its
adequacy was confirmed by a court-appointed auditor. Some of the former minority
shareholders applied for a court review of the appropriate amount of the cash
settlement in a mediation procedure (Spruchverfahren), which is pending with the
district court (Land-gericht) of Frankfurt. The outcome of this mediation
procedure remains uncertain at this time. In the event that the court were to
determine a higher amount as an appropriate cash settlement, this would affect
all approximately 16 million shares which were transferred to Allianz AG.
HOLOCAUST-RELATED MATTERS
In July 2000, the governments of Germany and the United States signed an
Executive Agreement, meant to secure a comprehensive and enduring resolution
with respect to Holocaust-related claims brought against German companies and
their non-German subsidiaries. Pursuant to the Executive Agreement, after being
notified that a Holocaust-related claim has been asserted in a U.S. federal or
state court against a German company, the U.S. government shall inform the court
through a statement of interest that it is in the foreign policy interests of
the United States for the Foundation for Remembrance, Responsibility and the
Future (or the Foundation) to be the exclusive remedy and forum for resolving
such claims against German companies and their subsidiaries, and that dismissal
of such claims by U.S. federal and state courts is in the foreign policy
interest of the United States.
The U.S. government has consented to use its best efforts to achieve
similar objectives with respect to legislation that has been implemented by the
states of the United States since 1998, requiring insurance companies to report
the status of policies sold in Europe prior to and during World War II. Some of
these statutes provide for license suspension in the event of non-compliance.
This legislation has been challenged primarily on constitutional grounds in
federal courts in Florida and California by individual insurance companies and
in addition, in California by the American Insurance Association. On October 2,
2001, the United States Court of Appeals for the Eleventh Circuit struck down
the reporting provisions of the Florida statute as unconstitutional. The period
for appeal of this decision has expired. In October 2001, the United States
District Court for the Eastern District of California struck down the California
statute as unconstitutional. This decision was reversed by an appellate decision
of the United States Court of Appeals for the Ninth Circuit on July 15, 2002. On
June 23, 2003, the United States Supreme Court struck down the California
statute on constitutional grounds.
In August 2000, the German government enacted legislation (or the
Foundation Law) implementing the Foundation, which was funded with approximately
E5.1 billion in equal parts from the German government and German companies.
Allianz (including Dresdner Bank) has fulfilled all of its obligations as a
member of the Foundation Initiative, and the Foundation Law explicitly provides
that no further payments by donors such as Allianz are required. Eligible
claims, including costs, are covered under the provisions of the Foundation Law.
The Foundation began to distribute funds in mid-2001.
Based on the Executive Agreement and statements of interest of the U.S.
government, individual actions and purported class actions previously filed in
the United States against Allianz AG and its subsidiaries, including Dresdner
Bank, were dismissed since 2000. On June 21, 2001, Dresdner Bank was served with
process in a purported Holocaust-related action,
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Ungaro-Benages v. Dresdner Bank, filed in the United States District Court for
the Southern District of Florida. On January 18, 2002, the U.S. government filed
a statement of interest to the court. Upon the defendants' motion, the court
rejected the action on February 14, 2003. On April 9, 2003, the plaintiff in
this action filed an appeal. On May 31, 2002, Dresdner Bank was served with
process in an additional Holocaust-related action, Widerynski v. Dresdner Bank,
filed in the Superior Court of California, County of Los Angeles. Upon the
defendant's motion, this action was rejected on January 31, 2003. On June 20,
2002, a new Holocaust-related action, Gross v. German Foundation Industrial
Initiative, was filed in the United States District Court for the District of
New Jersey against Allianz AG, Dresdner Bank and other members of the German
Foundation Industrial Initiative. So far, no service of process has taken place
in connection with this action, and the Allianz Group has not received any
indication of the amount claimed.
DIVIDEND POLICY
Allianz AG normally declares dividends at the annual general assembly of
shareholders and has historically paid these dividends once a year. Under
applicable German law, dividends may be declared and paid only from balance
sheet profits as shown in the German statutory annual financial statements of
Allianz AG. For each fiscal year, the management board approves the annual
financial statements and submits them to the supervisory board with its proposal
as to the appropriation of the annual profit. This proposal will set forth what
amounts of the annual profit should be paid out as dividends, transferred to
capital reserves, or carried forward to the next fiscal year. Upon approval by
the supervisory board, the management board and the supervisory board submit
their combined proposal to the shareholders at the shareholders' assembly. The
general assembly of shareholders ultimately determines the appropriation of the
annual profits, including the amount of the annual dividends. Shareholders
generally participate in distributions of any dividends in proportion to the
number of their ordinary shares. Any dividends declared by Allianz AG will be
paid in euro.
For information regarding annual dividends paid from 1998 through 2002, see
"Key Information -- Dividends."
SIGNIFICANT CHANGES
For a description of significant developments since the date of the annual
financial statements included in this annual report, see Note 44 to the
consolidated financial statements.
ITEM 9. THE OFFER AND LISTING
TRADING MARKETS
The principal trading market for the ordinary shares is the Frankfurt Stock
Exchange. The ordinary shares also trade on the other German stock exchanges in
Berlin, Bremen, Dusseldorf, Hamburg, Hanover, Munich and Stuttgart, as well as
the stock exchanges in London, Paris and Zurich. The ADSs of Allianz AG, each
representing one-tenth of an ordinary share, trade on the New York Stock
Exchange under the symbol "AZ." See also "Major Shareholders and Related Party
Transactions -- Major Shareholders."
MARKET PRICE INFORMATION
The table below sets forth, for the periods indicated, the high and low
closing sales prices on the Frankfurt Stock Exchange for the ordinary shares of
Allianz AG as reported by Xetra. Since January 4, 1999, the first official
trading day of 1999, the prices of shares traded on German stock exchanges,
including the ordinary shares of Allianz AG, have been quoted in euros. In order
to achieve comparability with the sales prices quoted in Deutsche marks during
the
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relevant periods in 1997 and 1998, the sales prices indicated for those periods
have been converted into euros at the official conversion rate of DM1.95583 =
E1.00. The table also shows, for the periods indicated, the highs and lows of
the DAX. See the discussion under "Key Information -- Exchange Rate Information"
for information with respect to rates of exchange between the U.S. dollar and
the Deutsche mark (translated into euros at the official conversion rate of
DM1.95583 = E1.00) and the U.S. dollar and the euro applicable during the
periods set forth below.
PRICE PER
ORDINARY SHARE(1) DAX
------------------ ------------------
HIGH LOW HIGH LOW
------- ------- ------- -------
(E)
ANNUAL HIGHS AND LOWS
1998.................................................. 316.2 196.0 6,171.4 3,896.1
1999.................................................. 313.5 214.5 6,958.1 4,678.7
2000.................................................. 399.2 285.9 8,065.0 6,200.7
2001.................................................. 358.3 185.8 6,795.1 3,787.2
2002.................................................. 257.9 68.1 5,462.6 2,598.0
2003 (until June 18, 2003)............................ 89.4 41.1 3,304.2 2,203.0
QUARTERLY HIGHS AND LOWS
2001
First quarter......................................... 358.3 276.9 6,795.1 5,388.0
Second quarter........................................ 319.8 269.6 6,278.9 5,553.5
Third quarter......................................... 309.9 185.8 6,109.5 3,787.2
Fourth quarter........................................ 258.8 220.7 5,271.3 4,240.0
2002
First quarter......................................... 259.5 212.2 5,462.6 4,745.6
Second quarter........................................ 254.1 164.7 5,343.9 4,099.1
Third quarter......................................... 188.1 78.4 4,483.0 2,769.0
Fourth quarter........................................ 109.1 69.4 3,380.2 2,597.9
2003
First quarter......................................... 89.5 41.1 3,157.3 2,203.0
Second quarter (until June 18, 2003).................. 78.2 43.4 3,304.0 2,450.2
MONTHLY HIGHS AND LOWS
2002
December.............................................. 104.0 81.4 3,380.2 2,840.0
2003
January............................................... 89.4 66.1 3,157.3 2,643.8
February.............................................. 69.6 57.5 2,752.0 2,450.2
March................................................. 61.5 41.1 2,715.1 2,203.0
April................................................. 63.4 43.4 2,974.4 2,450.2
May................................................... 69.5 59.0 3,067.0 2,822.8
June (until June 18, 2003)............................ 78.2 66.8 3,304.2 3,026.8
---------------
(1) Adjusted to reflect the capital increase in April 2003.
On June 18, 2003, the closing sale price per Allianz AG ordinary share on
XETRA was E78.00, which was equivalent to US$91.42 per ordinary share,
translated at the noon buying rate for euros on such date.
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Based on turnover statistics supplied by Bloomberg, the average daily
volume of the ordinary shares of Allianz AG traded on the Frankfurt Stock
Exchange (XETRA) between January 1, 2003 and June 18, 2003 was 4,476,881.
TRADING ON THE NEW YORK STOCK EXCHANGE
Official trading of Allianz AG ADSs on the New York Stock Exchange
commenced on November 3, 2000. Allianz AG ADSs trade under the symbol "AZ."
The following table sets forth, for the periods indicated, the high and low
closing sales prices per Allianz AG ADS as reported on the New York Stock
Exchange Composite Tape:
PRICE PER ADS
-------------
HIGH LOW
----- -----
($)
ANNUAL HIGHS AND LOWS
2000 (from November 3, 2000)................................ 37.5 33.4
2001........................................................ 37.6 18.7
2002........................................................ 25.2 7.5
2003 (until June 18, 2003).................................. 10.5 5.0
QUARTERLY HIGHS AND LOWS
2001
First quarter............................................... 37.6 27.0
Second quarter.............................................. 30.2 26.2
Third quarter............................................... 29.9 18.7
Fourth quarter.............................................. 25.4 22.2
2002
First quarter............................................... 25.2 20.7
Second quarter.............................................. 25.1 17.9
Third quarter............................................... 20.4 8.6
Fourth quarter.............................................. 12.3 7.5
2003
First quarter............................................... 10.5 5.0
Second quarter (until June 18, 2003)........................ 9.3 5.3
MONTHLY HIGHS AND LOWS
2002
December.................................................... 11.5 9.3
2003
January..................................................... 10.5 7.8
February.................................................... 8.2 6.9
March....................................................... 7.5 5.0
April....................................................... 8.1 5.3
May......................................................... 7.9 7.0
June (until June 18, 2003).................................. 9.3 7.9
On June 18, 2003, the closing sales price per Allianz AG ADS on the New
York Stock Exchange as reported on the New York Stock Exchange Composite Tape
was US$9.11.
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ITEM 10. ADDITIONAL INFORMATION
Information relating to Allianz AG's memorandum and articles of association
is incorporated in this annual report by reference to Allianz AG's Registration
Statement on Form 20-F (File No. 1-15154) as filed with the SEC on October 31,
2000.
OBJECTS AND PURPOSES
The objects and purposes of Allianz AG as described in article 1, paragraph
2 of our articles of association are to direct an international group of
companies that are active in the areas of insurance, banking, asset management
and other financial, consulting and similar services, and to hold ownership
interests in insurance companies, banks, industrial companies, investment
companies and other companies. As a reinsurer, Allianz AG primarily assumes
insurance business from Group companies and other companies in which Allianz AG
holds ownership interests.
SHARE CAPITAL
The following is a summary of material information concerning the share
capital of Allianz AG. This summary is not complete and is qualified by
reference to Allianz AG's articles of association and German law as in effect at
the date of this annual report. Copies of the articles of association are
publicly available from the Commercial Register in Munich or in German- and
English-language versions at our headquarters, and an English translation has
been filed with the Securities and Exchange Commission in the United States.
GENERAL
Allianz AG is a stock corporation organized in the Federal Republic of
Germany under the German Stock Corporation Act. It is registered in the
Commercial Register in Munich, Germany under the entry number HR B 7158.
The share capital of Allianz AG consists of ordinary shares without par
value. As of June 18, 2003, the issued share capital of Allianz AG was
E982,408,000, divided into 383,753,125 registered shares, of which 364,810,435
shares were outstanding. See also "Major Shareholders and Related Party
Transactions -- Major Shareholders."
SHARE CAPITAL INCREASES AND DECREASES
Allianz AG has several categories of authorized capital. At the annual
general meeting on April 29, 2003, the shareholders approved the following
authorized capital for issuance by the management board (with the approval of
the supervisory board) of new registered shares:
- Up to E300,000,000 in the aggregate on one or more occasions on or before
April 28, 2008 by issuing new registered no-par ordinary shares against
contributions in cash or in kind, of which amount E300,000,000 remain as
of June 18, 2003. The management board is authorized, upon the approval
of the supervisory board, to exclude shareholders' preemptive rights with
respect to shares issued against contributions in kind. Whenever shares
are issued against contributions in cash, the shareholders shall retain
their preemptive rights. The management board is nevertheless authorized,
upon the approval of the supervisory board, to exclude fractional amounts
from the shareholders' preemptive rights. The management board is further
authorized, upon the approval of the supervisory board, to exclude
shareholders' preemptive rights in the case of a capital increase against
contributions in cash when the issue price is not substantially lower
than the market price, subject to certain additional limitations in
accordance with the German Stock Corporation Act.
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- Up to E7,841,187.84 in the aggregate on one or more occasions on or
before July 10, 2006 by issuing new registered no-par ordinary shares
against contributions in cash, of which amount E7,841,187.84 remain as of
June 18, 2003. The management board is authorized, with the consent of
the supervisory board, to exclude shareholders' preemptive rights in
order to issue shares to the employees of Allianz AG and its Group
companies.
- Up to E10,000,000 in the aggregate on one or more occasions on or before
April 28, 2008 by issuing new registered no-par ordinary shares against
contributions in cash, of which amount E10,000,000 remain as of June 18,
2003. The management board is authorized, upon the approval of the
supervisory board, to exclude the shareholder preemptive rights as to
these ordinary shares in order to grant bearers of conversion privileges
or option rights issued by Allianz AG or its group member companies a
right to subscribe to that number of new shares in future cash capital
increases to which they would be entitled on exercising their option
right or conversion privilege.
The shareholders have conditionally increased the share capital by an
aggregate amount of E50,000,000.00. The conditional increase in capital will be
carried out only to the extent that the holders of convertible bonds or bonds
with warrants issued by Allianz AG, or by majority owned direct or indirect
group subsidiaries, against payment in cash pursuant to the authorization
approved by the annual general meeting of shareholders on July 11, 2001 for the
period up to July 10, 2006, exercise their conversion and/or option rights, or
to the extent that holders of mandatory convertible bonds fulfill their
conversion obligation, and insofar as no treasury shares are delivered to the
holders of the bonds.
With respect to purchases of our own ordinary shares, see Note 13 to our
consolidated financial statements.
CAPITAL INCREASE
In April 2003, by way of a rights offering, we raised approximately E4.4
billion, based on a subscription price of E38.00 per share, resulting in net
proceeds of approximately E4.3 billion after deduction of the commission payable
to the underwriters. We increased our issued share capital by E300,000,000 to
E982,408,000 by issuing 117,187,500 new no-par value shares with full dividend
entitlement for the 2003 fiscal year.
MATERIAL CONTRACTS
For information on material contracts to which Allianz AG or any of its
subsidiaries was a party in the preceding two years, see "Major Shareholders and
Related Party Transactions -- Related Party Transactions."
EXCHANGE CONTROLS
Germany does not generally restrict capital movements between Germany and
other countries, institutions or persons. Restrictions currently exist with
respect to Iraq and the Taliban, among others, as a result of UN resolutions and
EU rules.
For statistical purposes, subject to certain exceptions, each company or
person domiciled in Germany is required to report to the German Bundesbank each
payment received from or made to a company or person not domiciled in Germany in
excess of E12,500 (or an equivalent amount in a foreign currency). Moreover, all
claims and liabilities of a company or person domiciled in Germany against or
towards a company or person not domiciled in Germany in excess of E5 million (or
an equivalent amount in a foreign currency) are required to be reported monthly
to the German Bundesbank.
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Other than as described above, there is no limitation on the right of
non-resident or foreign owners to receive dividends or other payments relating
to the ordinary shares or the ADSs permitted or granted by German law. Various
national, state and other laws relating to the acquisition of "control" of
Allianz AG's insurance and banking subsidiaries may impose limitations on the
ability to acquire ordinary shares or ADSs beyond specified thresholds. In
addition, some national laws may authorize investigation of certain money
transfers. See "Information on the Company and Operating and Financial Review
and Prospects -- Regulation and Supervision -- Acquisition Control Matters."
TAXATION
GERMAN TAXATION
The following discussion is a summary of the material German tax
consequences for beneficial owners of shares or ADSs who are (i) not German
residents for German income tax purposes (i.e., persons whose residence,
habitual abode, statutory seat or place of effective management and control is
not located in Germany) and (ii) whose shares do not form part of the business
property of a permanent establishment or fixed base in Germany. Throughout this
section we refer to these owners as "Non-German Holders."
This summary is based on German tax laws and typical tax treaties to which
Germany is a party as they are in effect on the date hereof and is subject to
changes in German tax laws or such treaties. This summary also reflects changes
resulting from the German Tax Reduction Act (which we refer to as the German Tax
Reform) approved by the German legislature in July 2000. Most changes out of the
German Tax Reform were implemented effective January 1, 2001.
The following discussion does not purport to be a comprehensive discussion
of all German tax consequences which may be relevant for Non-German Holders. You
should consult your tax advisor regarding the German federal, state and local
tax consequences of the purchase, ownership and disposition of shares or ADSs
and the procedures to follow for the refund of German taxes withheld from
dividends.
TAXATION OF THE COMPANY IN GERMANY
German corporations with a fiscal year that equals the calendar year,
including Allianz AG, are generally subject to a corporate income tax rate of
25%. The solidarity surcharge of 5.5% on the net assessed corporate income tax
has been retained in 2002, so that the corporate income tax and the solidarity
surcharge, in the aggregate, amount to approximately 26.38%. Solely for the year
2003, the corporate income tax rate will amount to 26.5% plus the solidarity
surcharge of 5.5% on the net assessed corporate income tax, so that the
corporate income tax and the surcharge, in the aggregate, will amount to
approximately 27.96%.
In addition, German corporations are subject to profit-related trade tax on
income, the exact amount of which depends on the municipality in which the
corporation maintains its business establishment(s). Trade tax on income is a
deductible item in computing the corporation's tax base for corporate income tax
purposes.
TAXATION OF DIVIDENDS
The German Tax Reform abolished the corporate income tax credit system and
introduced a classic corporate tax system. Under the new system, a tax credit is
no longer attached to the dividends. To avoid multiple levels of taxation in a
corporate chain, the law provides for an exemption comparable to a full dividend
received deduction for inter-corporate dividends at the level of a German
corporate shareholder. German resident individuals are required to recognize 50%
of the dividends received as taxable income. Dividends received from
non-qualifying
200
participations, which are participations of less than 10%, are subject to trade
tax on income. The new system applies to dividend distributions paid by Allianz
AG in 2002 for the financial year 2001 and in subsequent years. Certain
transition rules apply in connection with the change from the corporate income
tax credit system in effect in 2000 to the new system.
IMPOSITION OF WITHHOLDING TAX
Dividend distributions by a German corporation with a fiscal year that
equals the calendar year on or after January 1, 2002 are subject to a 20%
withholding tax. In addition, a solidarity surcharge at a rate of 5.5% on the
withholding tax is levied such that the aggregate withholding from dividends is
21.1% of the declared dividend. The withholding tax is generally withheld
irrespective of whether and to what extent the dividend distribution is exempt
at the level of the holder.
If you are a Non-German Holder, the withholding tax rate may be reduced in
accordance with an applicable income tax treaty. Under most income tax treaties
to which Germany is a party, including the U.S.-German income tax treaty, the
rate of dividend withholding tax for individual holders and corporate holders of
a non-qualifying participation is reduced to 15%. In that case, the Non-German
Holder eligible for the reduced treaty rate may apply for a refund of 6.1% of
the declared dividend for dividend distributions paid on or after January 1,
2002 by Allianz AG. The application for refund must be filed with the German
Federal Tax Office (Bundesamt fur Finanzen, Friedhofstrasse 1, D-53225 Bonn,
Germany). The relevant forms can be obtained from the German Federal Tax Office
or from German embassies and consulates.
REFUND PROCEDURE FOR U.S. SHAREHOLDERS
For shares and ADSs kept in custody with The Depository Trust Company in
New York or one of its participating banks, the German tax authorities have
introduced a collective procedure for the refund of German dividend withholding
tax and the solidarity surcharge thereon on a trial basis. Under this procedure,
The Depository Trust Company may submit claims for refunds payable to eligible
U.S. holders as defined below under "-- United States Taxation" under the Treaty
collectively to the German tax authorities on behalf of these eligible U.S.
holders. The German Federal Tax Office will pay the refund amounts on a
preliminary basis to The Depository Trust Company, which will redistribute these
amounts to the eligible U.S. holders according to the regulations governing the
procedure. The German Federal Tax Office may review whether the refund was made
in accordance with the law within four years after making the payment to The
Depository Trust Company. Details of this collective procedure are available
from The Depository Trust Company.
Individual claims for refunds may be made on a special German form which
must be filed with the German Federal Tax Office at the address noted above.
Copies of such form may be obtained from the German Federal Tax Office at the
same address or from the Embassy of the Federal Republic of Germany, 4645
Reservoir Road, N.W., Washington, D.C. 20007-1998. Claims must be filed within a
four-year period from the end of the calendar year in which the dividend was
received. Holders who are entitled to a refund in excess of E150 for the
calendar year generally must file their refund claims on an individual basis.
However, the custodian bank may be in a position to make refund claims on behalf
of such holders.
As part of the individual refund claim, an eligible U.S. holder must submit
to the German tax authorities the original bank voucher (or a certified copy
thereof) issued by the paying agent documenting the tax withheld, and an
official certification on IRS Form 6166 of its last United States federal income
tax return. IRS Form 6166 may be obtained by filing a request with the Internal
Revenue Service Center in Philadelphia, Pennsylvania, Foreign Certification
Request, P.O. Box 16347, Philadelphia, PA 19114-0447. Requests for certification
must include the eligible U.S. holder's name, Social Security or Employer
Identification Number, tax return form number,
201
and tax period for which the certification is requested. Requests for
certifications can include a request to the Internal Revenue Service to send the
certification directly to the German tax authorities. If no such request is
made, the Internal Revenue Service will send a certification on IRS Form 6166 to
the eligible U.S. holder, who then must submit this document with his refund
claim.
TAXATION OF CAPITAL GAINS
Under German domestic tax law as in effect in 2002, capital gains derived
on or after January 1, 2002 by a Non-German Holder from the sale or other
disposition of shares or ADSs are subject to tax in Germany only if such
Non-German Holder has held, directly or indirectly, shares or ADSs representing
1% or more of the registered share capital of the company at any time during the
five-year period immediately preceding the disposition. In computing the
relevant size of a Non-German Holder's shareholding, shareholdings already
existing prior to the effective date of the German Tax Reform are also taken
into account. Pursuant to the German Tax Reform, corporate Non-German Holders
are fully exempt from German tax on capital gains derived on or after January 1,
2002 from the sale or other disposition of shares or ADSs in a German
corporation with a fiscal year that equals the calendar year. Half of the
capital gains realized by the individual Non-German Holders are subject to
German individual income tax plus a 5.5% solidarity surcharge.
U.S. holders that qualify for benefits under the Treaty are exempt in
Germany under the Treaty on capital gains derived from the sale or disposition
of shares or ADSs.
INHERITANCE AND GIFT TAX
Under German law, German gift or inheritance tax will be imposed on
transfers of shares or ADSs by a Non-German Holder at death or by way of gift,
if
(i) the decedent or donor, or the heir, donee or other transferee has his
residence in Germany at the time of the transfer or with respect to
German citizens who are not resident in Germany, if the decedent or
donor, or the heir, donee or other transferee has not been
continuously outside of Germany for a period of more than five years;
or
(ii) the shares or ADSs subject to such transfer form part of a portfolio
which represents 10% or more of the registered share capital of the
company and has been held, directly or indirectly, by the decedent or
donor, respectively, himself or together with related parties.
The right of the German government to impose inheritance or gift tax on a
Non-German Holder may be further limited by an applicable estate tax treaty
(such as the U.S.-German Inheritances and Gifts Tax Treaty of December 3, 1980).
OTHER TAXES
No German transfer, stamp or similar taxes apply to the purchase, sale or
other disposition of shares or ADSs by a Non-German Holder. Currently, net worth
tax is not levied in Germany.
UNITED STATES TAXATION
This section describes the principal United States federal income tax
consequences of owning ordinary shares or ADSs. It applies to you only if you
hold your ordinary shares or ADSs as capital assets for tax purposes. This
section does not address all material tax consequences
202
of owning ordinary shares or ADSs. It does not address special classes of
holders, some of whom may be subject to other rules, including:
- dealers in securities or currencies;
- tax-exempt entities;
- life insurance companies;
- broker-dealers;
- traders in securities that elect to use a mark-to-market method of
accounting for their securities holdings;
- investors liable for alternative minimum tax;
- investors that actually or constructively own 10% or more of the voting
stock of Allianz AG;
- investors that hold ordinary shares or ADSs as part of a straddle or a
hedging or conversion transaction; or
- investors whose functional currency is not the U.S. dollar.
This section is based on the Internal Revenue Code of 1986, as amended, its
legislative history, existing and proposed regulations, and published rulings
and court decisions, all as currently in effect, as well as on the Treaty. These
laws are subject to change, possibly on a retroactive basis.
In addition, this section is based in part upon the representations of the
depositary and the assumption that each obligation in the deposit agreement and
any related agreement will be performed in accordance with its terms. In
general, for United States federal income tax purposes, if you hold ADRs
evidencing ADSs, you will be treated as the owner of the shares represented by
those ADSs. Exchanges of shares for ADRs, and ADRs for shares, generally will
not be subject to United States federal income tax.
You are a "U.S. holder" if you are a beneficial owner of ordinary shares or
ADSs and you are, for United States federal income tax purposes:
- a citizen or resident of the United States;
- a domestic corporation;
- an estate whose income is subject to United States federal income tax
regardless of its source; or
- a trust if a United States court can exercise primary supervision over
the trust's administration and one or more United States persons are
authorized to control all substantial decisions of the trust.
You are an "eligible U.S. holder" if you are a U.S. holder that:
- is a resident of the United States for purposes of the Treaty;
- does not maintain a permanent establishment or fixed base in Germany to
which the ordinary shares or ADSs are attributable and through which you
carry on or have carried on business (or, in the case of an individual,
perform or have performed independent personal services); and
- is otherwise eligible for benefits under the Treaty with respect to
income and gain from the ordinary shares or ADSs.
You should consult your own tax advisor regarding the United States
federal, state, local, foreign and other tax consequences of owning and
disposing of ordinary shares and ADSs in your
203
particular circumstances. In particular, you should confirm whether you qualify
for the benefits of the Treaty and the consequences of failing to do so.
TAXATION OF DIVIDENDS
If you are a U.S. holder, the gross amount of any dividend we pay out of
our current or accumulated earnings and profits (as determined for United States
federal income tax purposes) is subject to United States federal income
taxation. If you are a noncorporate U.S. holder, dividends paid to you in
taxable years beginning after December 31, 2002 and before January 1, 2009 that
constitute qualified dividend income will be taxable to you at a maximum tax
rate of 15% provided that you hold the ordinary shares or ADSs for more than 60
days during the 120 day period beginning 60 days before the ex-dividend date and
meet other holding period requirements. Dividends we pay with respect to the
ordinary shares or ADSs generally will be qualified dividend income. You must
include any German tax withheld from the dividend payment in this gross amount
even though you do not in fact receive it. The dividend is taxable to you when
you, in the case of ordinary shares, or the depositary, in the case of ADSs,
receive the dividend, actually or constructively. The dividend will not be
eligible for the dividends-received deduction generally allowed to United States
corporations in respect of dividends received from other United States
corporations. The amount of the dividend distribution that you must include in
your income as a U.S. holder will be the U.S. dollar value of the gross dividend
amount, determined at the spot euro/U.S. dollar rate on the date the dividend
distribution is includible in your income, regardless of whether the payment is
in fact converted into U.S. dollars. Generally, any gain or loss resulting from
currency exchange fluctuations during the period from the date you include the
dividend payment in income to the date you convert the payment into U.S. dollars
will be treated as ordinary income or loss and will not be eligible for the
special tax rate applicable to qualified dividend income. The currency gain or
loss generally will be income or loss from sources within the United States for
foreign tax credit limitation purposes. Distributions in excess of current and
accumulated earnings and profits, as determined for United States federal income
tax purposes, will be treated as a return of capital to the extent of your basis
in the ordinary shares or ADSs and thereafter as capital gain.
Subject to certain limitations, the German tax withheld in accordance with
German law or the Treaty and paid over to Germany will be creditable against
your United States federal income tax liability. To the extent a refund of the
tax withheld is available to you under German law or under the Treaty, the
amount of tax withheld that is refundable will not be eligible for credit
against your United States federal income tax liability. See "-- German
Taxation -- Refund Procedure for U.S. Shareholders," above, for the procedures
for obtaining a tax refund. Special rules apply in determining the foreign tax
credit limitation with respect to dividends that are subject to the maximum 15%
tax rate.
Dividends constitute income from sources outside the United States, but
generally will be "passive income" or "financial services income" which are
treated separately from other types of income for purposes of computing the
foreign tax credit allowable to you.
TAXATION OF CAPITAL GAINS
If you are a U.S. holder and sell or otherwise dispose of your ordinary
shares or ADSs, you will recognize capital gain or loss for United States
federal income tax purposes equal to the difference between the U.S. dollar
value of the amount that you realize and your tax basis, determined in U.S.
dollars, in your ordinary shares or ADSs. Capital gain of a non-corporate U.S.
holder that is recognized on or after May 6, 2003 and before January 1, 2009 is
generally taxed at a maximum rate of 15% where the property is held for more
than one year. Gain or loss generally will be treated as arising from sources
within the United States for foreign tax credit limitation purposes.
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DOCUMENTS ON DISPLAY
Allianz AG is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended. In accordance with these requirements, Allianz
AG files reports and other information with the Securities and Exchange
Commission. These materials, including this annual report and the exhibits
thereto, may be inspected and copied at the Commission's Public Reference Room
at 450 Fifth Street, N.W., Washington, D.C. 20549. Copies of the materials may
be obtained from the Commission's Public Reference Room at prescribed rates. The
public may obtain information on the operation of the Commission's Public
Reference Room by calling the Commission in the United States at 1-800-SEC-0330.
The Commission also maintains a web site at http://www.sec.gov that contains
reports, proxy statements and other information regarding registrants that file
electronically with the Commission. Allianz AG's annual reports and some of the
other information submitted by Allianz AG to the Commission may be accessed
through this web site. In addition, material filed by Allianz AG can be
inspected at the offices of the New York Stock Exchange at 20 Broad Street, New
York, New York 10005.
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ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a provider of financial services, we consider risk management one of our
core competencies. As a result, risk management is an integrated part of our
controlling process, which involves identifying, measuring, aggregating and
managing risks. This process is used to determine how capital is allocated to
our divisions for performance and risk measurement purposes.
RISK MANAGEMENT ORGANIZATION
RESPONSIBILITIES
In our business, successful management essentially means controlling risks
in order to increase the value of the Allianz Group. This is done through
risk-based allocation of capital resources and activities required to achieve
sustainable growth. As a result, Allianz AG's Management Board formulates our
business objectives on the basis of return and risk criteria. These objectives
are implemented by the Allianz Group Center and the local operational units. Our
risk-control strategy involves assignment of responsibility for risk management
to local entities, which operate within the legal frameworks applicable for
their respective locations.
This decentralized approach is complemented by centralized responsibility.
This is necessary because we need to deal with an accumulation of global risks
which can considerably increase potential risk exposure. As a result, central
controls are essential. The responsibility for central control lies with Group
Risk Controlling, a unit that was expanded in 2002. Central control now also
includes the banking business. Group Controlling assesses the Allianz Group's
risk exposure on the basis of local and global risks. The results of these
analyses are then submitted to senior management. At the same time, Group
Controlling aims to ensure that the processes are transparent and comprehensive.
Risk management activities are supervised by both internal and external
auditors.
RISK CATEGORIES
Our total risk exposure is subdivided into individual risk categories:
ACTUARIAL RISKS. These risks are based on the technicalities of our
insurance business: we must guarantee future payment commitments, and the volume
of such payments must be calculated in advance. Different actuarial risks exist
in the various insurance lines.
In property and casualty insurance, actuarial risks arise from an
unexpected variance, i.e. the volume of losses exceeds premiums fixed in advance
(premium risk), or the payout for claims made is higher than the corresponding
provisions (reserve risk).
In life insurance, actuarial risks arise because we are committed to making
guaranteed long-term payments in return for a fixed insurance premium calculated
in advance, even though the biometric data of the population may change over
time (for example, longer life expectancy as a result of medical progress).
CREDIT AND COUNTERPARTY RISKS. These risks involve potential losses that
may result from the default of a business partner. "Default" means the inability
or refusal of a counterparty, an issuer or another contracting party to meet
contractual obligations. Credit risk also includes the risk of a deterioration
of a business partner's creditworthiness. It thus includes credit risks from the
lending business and credit insurance, counterparty risks from trading
activities as well as country risks in connection with cross-border transactions
and the local business of foreign units. Counterparty risks from trading
activities relate primarily to derivatives and especially over-the-counter (OTC)
transactions. In the insurance business, these risks stem from the possibility
that receivables may remain unpaid, in particular those due from reinsurers.
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MARKET RISKS. Market risks result from portfolio valuation fluctuations
due to changes in share prices, interest rates or exchange rates. Also risk
relevant are changes observed in the variation behavior (volatility) of an asset
price, for example.
In the banking business, the volatility risk especially concerns trading
activities, which are shown in the institution's trading portfolio. Unlike the
latter, the non-trading portfolio, which contains customer business and
strategic investments, is exposed to long-term factors. In this case, the market
risk is essentially the interest rate risk resulting from granting long-term
fixed-rate loans, which are funded in part by short-term deposits. In addition,
loans and deposits in foreign currencies are exposed to currency risks.
INVESTMENT RISKS. Investment risks in the insurance business primarily
include all counterparty and market risks. There is a direct link between
investments and obligations to our customers. Certain insurance lines are
exposed to an interest guarantee risk. Life insurance, for example, must
generate the guaranteed interest payment agreed upon.
LIQUIDITY RISKS. These risks can materialize under various circumstances,
for example, if present or future payment obligations cannot be met in full or
as of the due date, or if refinancing capital can only be raised at higher rates
(refinancing risk) in the case of a liquidity crisis or if assets can only be
liquidated below current market prices (market liquidity risk).
HEALTH INSURANCE RISKS. Health insurance risks are treated either as
property and casualty insurance risks or as life and health insurance risks,
depending on the segment to which the health insurance is assigned in the given
market.
MANAGEMENT THROUGH RISK CAPITAL
We control our activities through our respective local companies. Economic
Value Added (EVA) and risk capital are the most important parameters used in the
context of our risk-based controlling process.
Risk capital is required to cover unexpected losses. The amount of risk
capital is calculated by using internal models. These models are based on
generally accepted quantification methods, which are used for purposes of group
internal risk management as well.
In the insurance business, we calculate risk capital for premium, reserve,
investment and credit risks. Within these risk categories, we distinguish
between the following types of risks:
- Actuarial risks, which, in the area of property and casualty insurance,
include the premium and reserve risks for the various insurance lines.
Reinsurance is considered separately. In the case of life insurance, we
calculate the insurance provisions required.
- Investment risks, which include market and counterparty risks. The market
risks are subdivided according to dividend-bearing instruments,
interest-bearing instruments and real estate. The credit and counterparty
risk as part of investment risks is assessed on the basis of the debtor
creditworthiness or rating class.
- Credit and counterparty risks in connection with receivables in the
insurance business. This risk is mainly assessed on the basis of the
financial strength or the rating class of our reinsurance partners.
In 2002, we launched a comprehensive project to substantially improve
internal risk analysis in the insurance business. Our new tools enable us to
systematically evaluate internal data by means of models based on the theory of
probability. This process takes into account the special characteristics of our
local units as well as the specific nature of their risks. It also takes into
account portfolio effects. In the current year, we intend to further develop
this large-scale project. At present, we use risk capital models provided by the
Standard & Poor's rating agency.
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RISK CONTROLLING IN OUR INSURANCE BUSINESS
To control risks in the insurance business, we focus on premium risks,
reserve risks, credit and counterparty risks and investment risks.
PREMIUM RISKS. Premium risks are controlled primarily with the help of
actuarial models used to calculate premiums and monitor claim patterns. In
addition, we issue guidelines for concluding insurance contracts and assuming
insurance risks. In the case of life insurance, we essentially concentrate on
biometric risks -- for example, life expectancy, disability, illness and
long-term care requirements. We also focus on risks that could arise from future
policy cancellations.
Risk management also includes participation in scientific and technical
loss prevention. We regularly carry out technical studies for the manufacturing
and automobile industries. The purpose of these studies is to reduce the
probability of claims and keep losses to a minimum.
Natural disasters such as earthquakes, storms and floods represent a
special challenge for risk management. Although they happen considerably less
frequently than other incidents, the consequences can be far more extensive
when, for example, entire regions are devastated. We use special modeling
techniques to control such risks. They involve the collection of data on
earthquakes and weather patterns, which are used to simulate natural disaster
scenarios and estimate the potential for damage.
RESERVE RISKS. We must constitute provisions for insurance claims that
have been submitted but not yet settled. The amount is estimated on the basis of
past experience and on the use of statistical methods. We also seek to limit
risks by constantly monitoring the development of these provisions and using the
information we obtain to make forecasts. In the area of life insurance, reserves
are calculated by using actuarial methods. In addition to other criteria, these
calculations take into account the biometric data of the populations insured by
using, for example, national mortality tables. See "Information on the Company
and Operating and Financial Review and Prospects -- Property-Casualty Insurance
Reserves" for a discussion of certain historical data concerning the development
of our property-casualty insurance reserves.
CREDIT AND COUNTERPARTY RISKS. To limit our liability from insurance
business we cede part of the risks we assume to the international reinsurance
market when necessary. When selecting our reinsurance partners, we consider only
companies that we judge to offer excellent security. Our Group companies use
comprehensive rating information for the active management of credit risks. This
information is either in the public domain or gathered through internal
investigations.
INVESTMENT RISKS. Investments are an integral part of insurance coverage.
They ensure our ability to meet the payment commitments we make in our insurance
contracts. The link between insurance obligations and investment of the capital
related to these obligations is monitored by using specific models. This also
enables us to manage risks arising from interest guarantees provided to our
customers.
We monitor market risks by means of sensitivity analyses and stress
testing. Exchange rate fluctuations represent a risk that can essentially be
disregarded because our insurance commitments are generally backed by funds in
the same currency. We limit credit risks by setting high requirements on the
creditworthiness of our debtors and by spreading the risk. We consolidate our
exposure according to debtors, and across all investment categories, and use
limit lists to monitor exposure.
In individual cases, we use derivative financial instruments such as swaps,
options and futures to hedge against changes in prices or interest rates. The
end-users of these derivatives are Allianz Group companies. We believe that our
internal investment and monitoring rules are stricter than the regulations
imposed by supervisory authorities.
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Market and counterparty risks arising from the use of derivative financial
instruments are subject to particularly strict control procedures. Credit risks
are assessed by calculating replacement values; market risks are monitored by
means of up-to-date value-at-risk calculations and stress tests and limited by
specifying stop-loss limits.
We seek to limit liquidity risks by reconciling our investment portfolio
with our insurance commitments. In addition, we plan our cash flow from ordinary
activities. Asset structure and diversification are other elements in our
management of investment risk.
ORGANIZATIONAL RISK CONTROLLING. In terms of organization, we seek to
limit our investment risks through a clear separation of management and
controlling functions. Within the Group, risk management is implemented in
cooperation with the local units in a top-down, bottom-up process. The Allianz
Finance Committee, which is made up of members of Allianz AG's Management Board,
delegates significant decision-making authority to the regional Finance
Committees, which monitor activities in their respective regions or countries.
The duties and responsibilities at each decision-making level are defined by
guidelines issued at the Group level. These guidelines are then applied by the
regional Finance Committees, which formulate specific local investment
guidelines. These are adapted according to national legislation and the nature
of the local insurance and capital markets. Operational responsibility for
investment portfolios lies with the local units.
RISK CAPITAL. At the end of fiscal 2002, risk capital before minority
interests was composed as follows: In property and casualty insurance E16.1
billion was allocated for actuarial risks, E0.8 billion for credit and
counterparty risks and E3.9 billion for investment risks. Risk capital in life
insurance came to a total of E11.1 billion as of December 31, 2002. It is our
policy that, as a minimum, the capital we allocate to our local units meets the
requirements for an A rating from Standard & Poor's.
RISK CONTROLLING IN OUR BANKING BUSINESS
In this business segment, the following types of risks are controlled:
credit and counterparty risks including counterparty risks from trading
activities, country risks, market risks in the trading and investment
portfolios, and liquidity risks. See "Information on the Company and Operating
and Financial Review and Prospects -- Selected Statistical Information Relating
to Our Banking Operations" for further information concerning our bank lending,
investment and deposit portfolios.
CREDIT AND COUNTERPARTY RISKS. These risks are directly linked to granting
credits in the banking business. Dresdner Bank controls these risks through
guidelines and credit risk committees. The ratings of our customers and their
credit engagements represent the central element used in the approval,
supervisory and control process in the area of credit and derivatives
activities. This process involves analyzing and weighting the various
creditworthiness characteristics of the customers and presenting the results in
the form of rating scales. The forecasting quality, up-to-dateness and portfolio
coverage of the rating methods used are controlled by periodic sampling and
regular reports.
In the past year, Dresdner Bank increased the number of rating classes from
8 to 16. The first six classes correspond to "investment grade," classes VII to
XIV signify "non-investment grade." Rating classes XV and XVI are default
classes according to the Basel II Definition. At the end of fiscal 2002, about
70 percent of all counterparty risks in the trading and banking portfolios of
Dresdner Bank fell into rating classes I to VI.
The volume of the overall portfolio is largely determined by the Bank's
trading business, which involves primarily transactions with low default
probability, typically with state and local agencies and financial services
providers. Approximately 85 percent of the transactions with
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public agencies or organizations are rated in the top risk class I.
Approximately 60 percent of the transactions with financial services providers
fall into risk classes III to V. These two segments represent 56 percent of the
Bank's total portfolio.
Counterparty risks are now centrally controlled by Dresdner Bank's Risk
Management and Control Committee, which is headed by the Chief Risk Officer of
Dresdner Bank. The newly created body is responsible for issuing the appropriate
guidelines and standards for the risk strategy and risk control of the Dresdner
Bank Group and for ensuring compliance. In addition, the committee decides on
essential projects involving a credit risk. In this context, the Risk Management
and Control Committee oversees the coordination between the risk management of
the company's divisions and the Corporate Center Risk Control Unit. This is done
in close cooperation with Allianz AG's Group Risk Controlling (Allianz Group
Center). In addition, the committee is responsible for the monthly audit of the
overall portfolio. This audit, which is performed in cooperation with the
divisions, is controlled by Risk Controlling. Its purpose is to monitor credit
risks on a continuing basis and to make sure that the management's credit risk
strategy is adhered to.
In the past year, we set up the IRU in the banking segment. The task of
this unit is to free up risk capital through the reduction of risk-weighted
assets by restructuring non-performing loans to strategic customers with the
intent of returning such loans to the business units from which they originated,
while maximizing the recovery from remaining non-performing loans, as well as
non-strategic customer loans, through repayment, sale, hedging, securitization
and other means. Loans to be bundled together in the IRU are primarily
performing loans to non-strategic clients, such as small-capitalization clients
in Latin America, Asia and the United States, as well as, to a lesser extent,
loans to corporate and private clients that are currently non-performing.
We account for the development of risks in the lending business by making
allowances for individual risks and country risks. In setting up risk
provisions, we consider the creditworthiness of the borrower, the general
economic environment and risk-reducing measures, for example collateral. In
2002, total risk provisions in the banking business amounted to E7.6 billion.
COUNTERPARTY RISK FROM TRADING ACTIVITIES. In the credit-sensitive trading
business with OTC derivatives, the selection of counterparties plays a decisive
role. The selection process is aimed at counterparties with top-quality credit
ratings. In the derivatives portfolios of Dresdner Bank, 95 percent of the
positive replacement values, which are essential for assessing counterparty
risk, involve counterparties in risk classes I to VI as described above and are
thus of "investment grade." To reduce the counterparty risk from trading
activities, so-called cross-product netting master agreements with the business
partners are set up. In the case of a defaulting counterparty, netting makes it
possible to offset any claims and liabilities not yet due.
COUNTRY RISKS. We control these risks by using internal country ratings.
These ratings are based upon macroeconomic data and key qualitative indicators.
The latter take into account the economic, social and political environment and
focus on a country's ability to make payments in foreign currencies. At present,
Dresdner Bank's country rating system includes eight risk groups. At the end of
2002, Dresdner Bank's country risk provisions totaled E367 million.
MARKET RISK. Dresdner Bank uses a proprietary value-at-risk model that
takes into account both general and specific risks. Value-at-risk is defined as
the potential loss which may occur during a specific period of time and with a
given confidence level. In 1998, the BaFin first approved Dresdner Bank's
value-at-risk model for purposes of reporting in accordance with Principle I of
the German Banking Act. It also approved the improvements made in 2001 and 2002.
The value-at-risk data used to calculate capital adequacy requirements for
regulatory purposes must take into account potential market movements within a
confidence level of 99 percent, based on an assumed holding period of 10 trading
days.
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MARKET RISKS IN THE TRADING PORTFOLIO. The risks from Dresdner Bank's
trading activities decreased in comparison to the previous year. This is mainly
attributable to reduced holdings of interest-bearing instruments.
To validate the quality of the value-at-risk model, Dresdner Bank performs
regular backtests. For this purpose, the value-at-risk calculated on the basis
of the current position is compared to the actual change in value on the
following day. This shows whether the model used provided an adequate assessment
of the risks.
For purposes of setting internal limits and risk determination, Dresdner
Bank calculates value-at-risk with a confidence level of 95 percent and a
one-day holding period. Unlike the value-at-risk calculation required by the
supervisory authority, which is based on market data from the past, Dresdner
Bank thus assigns greater weight to the most recent market fluctuation. Dresdner
Bank believes this ensures that value-at-risk data more accurately reflect
current market developments.
Value-at-risk (or VaR) is only one of the instruments used to characterize
the risk profile of the Dresdner Bank Group. In addition, Dresdner Bank also
uses operational risk indicators and limits, which are specifically adapted to
the risk situation of the trading units. Trading is controlled by setting
value-at-risk and operational market risk limits. Current limit utilization is
determined and monitored by Risk Controlling on a daily basis. Limit breaches
must be immediately indicated to the management concerned so that corrective
action can be taken.
The following table below shows the VaR for the trading portfolio of
Dresdner Bank at and for the periods indicated (99% confidence level, 10-day
holding period):
AT 2002 ANNUAL STATISTICS AT
DECEMBER 31, ------------------------------ DECEMBER 31,
2002 MEAN VALUE MAXIMUM MINIMUM 2001
------------ ---------- ------- ------- ------------
(E IN MILLIONS)
Aggregate risk.................... 81 120 167 35 147
Interest rate risk................ 65 101 147 65 124
Equity risk....................... 45 53 83 26 64
Currency/commodity risk........... 13 17 104 2 18
Diversification effect(1)......... (42) (51) -- -- (59)
---------------
(1) No diversification effect can be taken into account since the maximum values
were measured at different dates.
MARKET RISKS IN THE NON-TRADING PORTFOLIO. This risk mainly comprises the
risk of interest changes and is analyzed on the basis of sensitivity and
value-at-risk indicators (99% confidence level, 10-day holding period). As in
the case of trading, Dresdner Bank controls this risk by setting value-at-risk
limits. The value-at-risk for interest rate risk in the banking portfolio of
Dresdner Bank Group decreased 67% to E31.9 million at the end of the year. This
indicator also takes into account portfolio effects. The reduction is mainly due
to the deconsolidation of Deutsche Hyp.
CURRENCY RISKS. Currency risks at Dresdner Bank are limited by applying
the following principle: all loans and deposits in foreign currencies are
refinanced or reinvested in the same currency with matching maturities.
LIQUIDITY RISKS. As part of a Group liquidity policy, Treasury and Risk
Control establishes principles for liquidity management. This policy must meet
both regulatory requirements and internal standards. The liquidity risk limits
include a reporting process for limit breaches and provisions for emergency
planning.
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Liquidity risk measurement is based on the liquidity management system.
This system models the maturities of all cash flows and draws up a
scenario-based liquidity balance sheet, taking into account available
prime-rated securities.
ORGANIZATIONAL RISK CONTROLLING. At the organizational level, risk
management and risk controlling are strictly separated on the basis of the
principle of dual control. Dresdner Bank's risk management sets the limits for
the company's different activities that are exposed to risks. This is done in
accordance with a general framework approved by the Management Board.
RISK CONTROL IN ASSET MANAGEMENT
Risk control in asset management is an integral part of the processes of
the local units or the investment platform. The Corporate Center is responsible
for ensuring that Group-wide standards for asset management are applied at the
local level. The individual asset management companies continually monitor the
portfolio risks of the customer assets they manage by using analytical tools
specifically adapted to the risk profile of the product concerned. At the same
time, the performance of the various product lines is periodically monitored and
analyzed at the Group level.
MARKET RISK MEASUREMENT
SENSITIVITY ANALYSIS
The Group uses a risk modeling technique known as "sensitivity analysis" to
show the implications of changes in market conditions on the financial
instruments it holds in its trading and non-trading portfolios. This enables us
to make comparisons across our business segments. Sensitivity analysis measures
the potential loss due to changes in fair values resulting from hypothetical
changes in equity prices, interest rates and foreign currency rates at a given
point in time. Sensitivity analysis generates values representing the risk
inherent in each position under given market conditions. Due to the
standardization of the sensitivity analysis in this risk assessment,
diversification effects are not considered.
ASSUMPTIONS
In calculating equity price sensitivity, we assume a 20% decrease in stock
prices. This assumption has been made in conformity with applicable German risk
reporting standards.
Estimates of interest rate risk sensitivity assume a 100 basis point
increase in interest rates. If interest rates rise, the fair values of
interest-sensitive instruments such as bonds, loans and mortgages may fall; the
magnitude of this decrease depends on the maturity, coupon or other
characteristics of a particular instrument. The table below shows the aggregate
effect on the fair value of all of the Group's interest-sensitive investments,
assuming a 100 basis point parallel shift that occurs simultaneously and
instantaneously across all countries, markets and maturities. This assumption
has also been made in conformity with applicable German risk reporting
standards.
Foreign exchange risk is calculated in a manner similar to equity price
sensitivity, by assuming a 10% decrease in all non-euro currency exchange rates
against the euro. Consequently, the aggregate fair value sensitivity shown in
the table below illustrates the effect on fair values if, simultaneously and
uniformly, all non-euro currencies lose 10% of their value relative to the euro.
The Group believes that the scenarios used in sensitivity analysis
represent reasonable assumptions based on past observations of market
conditions. Although market fluctuations exceeding 20% or 100 basis points are
possible, the Group believes that estimates based on these assumptions offer a
fair view on the risk inherent in its positions. Although these
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assumptions are intentionally simplified (for example, they assume static
portfolios and do not take into account that market prices under normal
conditions change neither simultaneously nor by the same magnitude), we believe
they provide a useful framework for our risk management analysis and support our
strategic decisions.
LIMITATIONS
While the Allianz Group believes that sensitivity analysis provides its
managers with a valid estimation of market risk exposures, it recognizes that
there are certain limitations to the use of this method.
Price changes in a diversified portfolio have offsetting effects, since
various assets revalue in directions or in magnitudes different to overall
marketplace changes. This is known as the "diversification effect" of holding a
portfolio consisting of different assets. Because sensitivity analysis uses a
generalized methodology, the Group's risk estimates do not take this
diversification effect into account. Actual changes in the fair value of the
Group's assets could be different to those shown in the table below.
Additionally, routine daily business activity entails a certain amount of
change in the portfolios' composition as bonds mature or as portfolio managers
buy or sell investments. As a result, the actual sensitivity of the Allianz
Group's portfolio will vary at any particular moment in time, and the risk of
loss from equity, interest rate, foreign exchange or other risks cannot be
eliminated, although it can be quantified and monitored.
Finally, the Group's sensitivity analyses are estimates based on a fixed
point in the past. Nearly all of the Group's assets and liabilities are subject
to market risk from fluctuating equity, interest and foreign exchange market
values. These fluctuations cannot be foreseen and can occur suddenly. The
quantitative risk measurements provided by the model and reflected in the table
below are a snapshot, describing the potential losses to investments under a
particular set of assumptions and parameters. Although these measurements
reflect reasonable possibility, they may differ considerably from actual losses
that may be experienced in the future.
ALLIANZ GROUP MARKET RISK EXPOSURE ESTIMATES
TRADING PORTFOLIOS
The trading portfolios of the Group and resulting market risks relate
primarily to our banking segment. In our worldwide trading activities we use
financial derivatives both as non-standardized financial instruments for the
individual management of market risks and as a component of structured financial
transactions. We use derivatives to manage our proprietary trading portfolio.
Our derivative trading activities focus on interest bearing financial
instruments, predominately interest rate swaps. We also use currency and credit
derivatives as well as equity/ index derivatives.
INSURANCE OPERATIONS. Our insurance business does not generally engage in
trading activities. With the adoption of IAS 39 (effective January 1, 2001),
however, derivative instruments that do not meet IFRS hedge accounting standards
are treated as trading derivatives. As a result of this new accounting rule, the
trading portfolio tables below show significant impact from trading not only for
our banking business but also for our insurance business. Derivatives used in
our insurance operations, however, are principally used for portfolio hedging
and not for trading purposes.
BANKING OPERATIONS. Our banking segment is active in trading equities,
interest rate instruments and foreign exchange and commodities. Our banking
segment uses derivatives in its trading portfolios primarily to meet customer
demand as well as to hedge market risk. Derivatives are also used to take
advantage of market opportunities. In terms of volume, the primary derivative
products we use are interest rate swaps, futures and options as well as foreign
exchange swaps and equity related derivatives.
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The primary exposures in foreign currencies are U.S. dollars and British
pounds sterling.
The following table shows the sensitivity analysis of the market risk in
our material trading portfolio of the Allianz Group. Certain financial
instruments are included in more than one risk category, because they may be
affected by changes in more than one parameter. For example, equities
denominated in non-euro currencies are affected by fluctuation in both stock
prices and exchange rates. In 2000, prior to the adoption of IAS 39 and our
acquisition of Dresdner Bank, all of our portfolios were considered non-trading.
SENSITIVITY ANALYSIS BY BUSINESS SEGMENT AND RISK CATEGORY: TRADING PORTFOLIOS
(E IN MILLIONS)
AT DECEMBER 31, 2002
---------------------------------------------------------
PROPERTY-
CASUALTY LIFE/HEALTH ASSET
INSURANCE INSURANCE BANKING(3) MANAGEMENT TOTAL
--------- ----------- ---------- ---------- -----
Equity price risk(1).................. 200 500 -- -- 700
Interest rate risk.................... -- -- (100) -- (100)
Foreign exchange risk(2).............. -- -- 100 -- 100
AT DECEMBER 31, 2001
---------------------------------------------------------
PROPERTY-
CASUALTY LIFE/HEALTH ASSET
INSURANCE INSURANCE BANKING(3) MANAGEMENT TOTAL
--------- ----------- ---------- ---------- -----
Equity price risk(1).................. 300 (200) (200) -- (100)
Interest rate risk.................... -- -- (400) -- (400)
Foreign exchange risk(2).............. (100) 100 300 -- 300
---------------
(1) Amounts do not take into account the Allianz Group's unconsolidated
subsidiaries, or affiliated enterprises, joint ventures and associated
enterprises.
(2) Amounts take into account financial instruments not denominated in euros.
(3) Includes Dresdner Bank.
NON-TRADING PORTFOLIOS
Our remaining portfolios contain all non-trading activities of the banking
segment, as well as the financial investments of the insurance segment. We hold
and use many different financial instruments in managing our businesses. Grouped
according to risk category, the following are the most significant assets
according to their fair values:
- equity price risk: common shares and preferred shares;
- interest rate risk: bonds, loans and mortgages; and
- foreign exchange rate risk: non-euro denominated equities and interest
rate risk sensitive assets.
INSURANCE SEGMENT. The insurance segment's non-trading portfolio is
exposed to foreign exchange risk because some of its assets are denominated in
currencies other than the euro. If non-euro foreign exchange rates decline
against the euro, the fair values of the corresponding assets would also
decline. The insurance segment's primary exposures for foreign exchange risk are
for the U.S. dollar, Swiss franc and the Korean won. Local laws generally
require that the insurance policy obligations of our subsidiaries and the
investments covering them must be in the same currency. As a result, currency
fluctuations in connection with foreign subsidiaries have only a minor impact on
the insurance segment's risk management strategies.
214
The decline in the equity price risk in 2002 was due to the overall decline
in stock prices. Most of our insurance-related equity investments are intended
to be held for the long term. The equity holdings are primarily in the euro zone
equity markets of Germany, France and Italy, with significant additional
exposures in the U.S., Swiss and U.K. markets.
The insurance segment is exposed to interest rate risk due to its
investments in fixed-income instruments, in particular bonds, loans and
mortgages. The primary exposures for interest rate sensitivity securities are
for bonds, loans and mortgages held by our German, French, U.S., Italian and
Swiss subsidiaries.
BANKING SEGMENT. Our banking operations are subject to currency risk on
all non-euro loans and deposits. For our non-trading activities, it is our
policy that all loans and deposits in foreign currencies be funded and
reinvested in the same currency and with matching maturities. Any residual
currency risk in non-trading portfolios results primarily from developments in
results of affiliated companies outside of the euro-zone during the year.
The non-trading portfolio of the banking segment with respect to interest
rate risk includes all loans and deposits, issued securities, interest
rate-related investment securities as well as corresponding hedges of Dresdner
Bank. Market risk associated with these positions is primarily interest rate
risk resulting from long-term fixed rate loans, which are funded in part by
short-term deposits. On the bank's non-trading books, interest rate derivatives
are used to hedge risk associated with fixed rate loans. For this purpose, the
bank primarily uses interest rate swaps. Futures and options are also used for
asset and liability management in the non-trading activities, albeit to a
significantly smaller degree. We also use swaptions to hedge risk arising from a
borrower's prepayment options under some loan agreements. A small volume of
equity derivatives is held due to investments in shares from affiliated and
non-affiliated companies.
Most of our equity investments are intended to be held for long term.
Equity holdings in the banking segment are primarily in the German market. The
following table shows a sensitivity analysis of the market risk in our material
non-trading portfolios. Certain financial instruments are included in more than
one risk category, because they may be affected by changes in more than one
parameter.
SENSITIVITY ANALYSIS BY BUSINESS SEGMENT AND RISK CATEGORY: NON-TRADING
PORTFOLIOS
AT DECEMBER 31, 2002
-----------------------------------------------------------
PROPERTY-
CASUALTY LIFE/HEALTH ASSET
INSURANCE INSURANCE BANKING(3) MANAGEMENT TOTAL
--------- ----------- ---------- ---------- -------
(E IN MILLIONS)
Equity price risk(1)............... (4,400) (5,200) (1,000) -- (10,600)
Interest rate risk................. (2,500) (9,800) (400) (100) (12,800)
Foreign exchange risk(2)........... (2,700) (3,800) -- -- (6,500)
AT DECEMBER 31, 2001
-----------------------------------------------------------
PROPERTY-
CASUALTY LIFE/HEALTH ASSET
INSURANCE INSURANCE BANKING(3) MANAGEMENT TOTAL
--------- ----------- ---------- ---------- -------
(E IN MILLIONS)
Equity price risk(1)............... (5,900) (7,600) (2,800) (100) (16,400)
Interest rate risk................. (2,400) (8,500) (400) (200) (11,500)
Foreign exchange risk(2)........... (2,600) (2,600) -- -- (5,200)
---------------
(1) Amounts do not take into account unconsolidated subsidiaries of the Allianz
Group, or affiliated enterprises, joint ventures and associated enterprises.
(2) Amounts take into account financial instruments in foreign currency.
(3) Includes Dresdner Bank.
215
OPERATIONAL RISKS
OPERATIONAL RISKS. Operational risks are risks caused by inadequacies or
faults in business processes or controls. These may be related to technical
problems or employees, operational structures or external influences. We seek to
minimize such risks by installing a comprehensive system of internal controls
and security systems in each operating unit. Operational risks are limited by a
wide range of technical and organizational measures such as redundant hardware
configurations, communications equipment and systems, back-up computing
facilities, and data backups to maintain IT capability in emergencies. In
addition, procedures are in place for safeguarding the confidentiality and
integrity of stored data and information. For this purpose, high-performance
firewall systems were introduced to protect the IT network against external
interference along with access authorization procedures, supervision and control
processes. The principle of dual control is adhered to in the case of operating
procedures. The purpose of these measures is to ensure and document an adequate
standard for Group-internal processes.
LEGAL RISKS. Legal risks result from contractual agreements or legal
frameworks. They include risks from the adoption of new statutory regulations,
disadvantageous amendments to existing legislation or regulations or prejudicial
changes in their interpretation. Legal risks also take into account the
possibility that contractual agreements may not be enforceable through legal
action or court proceedings. The limitation of legal risks is an important task
of our Legal Department. This is done, for example, by using internationally
recognized standard documentation and, if necessary, by obtaining legal
opinions. Contracts for established products are continuously reviewed to
include any amendments required by changes in legislation or jurisdiction. In
addition, our Legal Department assists Group companies in matters pertaining to
business transactions and contractual negotiations to ensure compliance with
minimum standards. It also supports the management and supervisory bodies of
Allianz in meeting their statutory obligations.
RISK MONITORING BY THIRD PARTIES
Supervisory authorities and rating agencies are additional risk monitoring
bodies. Supervisory authorities specify the minimum precautions that must be
taken in individual countries and at the international level. Rating agencies
determine the relationship between the required risk capital of a company and
the available safeguards. In their evaluation of capital resources, the rating
agencies include equity shown in the balance sheet, minority interests and other
items representing additional securities in times of crisis. In addition to
capital resources, the rating process also takes into account elements such as,
the strategic position of the company in individual business areas and markets
as well as its medium-term business prospects.
216
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
Not applicable.
217
PART II
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
None.
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
PROCEEDS
None.
ITEM 15. CONTROLS AND PROCEDURES
The Chairman of the Management Board (Chief Executive Officer) and the
Member of the Management Board responsible for Group Controlling, Accounting,
Taxation and Compliance (Chief Financial Officer), with the assistance of other
members of management, performed an evaluation of our disclosure controls and
procedures, as that term is defined in Rule 13a-14(c) of the Securities Exchange
Act of 1934, as amended, within 90 days prior to the filing date of this report.
Based on that evaluation, they concluded that our disclosure controls and
procedures are effective to ensure that information required to be disclosed in
this report is recorded, processed, summarized and reported on a timely basis.
There were no significant changes in our internal controls or in other factors
that could significantly affect internal controls subsequent to the date of the
evaluation. No significant deficiencies and material weaknesses were identified
that required corrective actions.
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT
Not applicable.
ITEM 16B. CODE OF ETHICS
Not applicable.
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Not applicable.
218
PART III
ITEM 17. FINANCIAL STATEMENTS
Not applicable
ITEM 18. FINANCIAL STATEMENTS
See pages F-1 forward for the consolidated financial statements required by
this item.
ITEM 19. EXHIBITS
The following exhibits are filed as part of this annual report:
EXHIBIT
NUMBER DOCUMENT
------- --------
1.1 Articles of Association*
4.1 Principles of Cooperation between Allianz AG and Munich Re,
dated May 2000**
4.2 Letter of Intent between Allianz AG and Munich Re, dated May
4, 2000***
4.3 Agreement in Principle between Allianz AG and Munich Re,
dated April 4, 2002****
4.4 Basic Agreement between Allianz AG and Dresdner Bank, dated
March 31, 2001*****
4.5 First Supplement to Principles of Cooperation between
Allianz AG and Munich Re, dated December 2001******
4.6 Second Supplement to Principles of Cooperation between
Allianz AG and Munich Re, dated December 19, 2002*******
4.7 Third Supplement to Principles of Cooperation between
Allianz AG and Munich Re, dated March 20, 2002********
8.1 List of subsidiaries*********
12.1 Certification of the Chief Executive Officer required by
Section 302 of the Sarbanes-Oxley Act of 2002
12.2 Certification of the Chief Financial Officer required by
Section 302 of the Sarbanes-Oxley Act of 2002
13.1 Certification of the Chief Executive Officer required by
Section 906 of the Sarbanes-Oxley Act of 2002
13.2 Certification of the Chief Financial Officer required by
Section 906 of the Sarbanes-Oxley Act of 2002
14.1 Consent of KPMG Deutsche Treuhand-Gesellschaft AG
Wirtschaftsprufungsgesellschaft
219
---------------
* Incorporated by reference to Exhibit 1.1 to the Registrant's Annual
Report on Form 20-F for the year ended December 31, 2002.
** Incorporated by reference to Exhibit 3.1 to the Registrant's
Registration Statement on Form 20-F (File No. 1-15154).
*** Incorporated by reference to Exhibit 3.2 to the Registrant's
Registration Statement on Form 20-F (File No. 1-15154).
**** Incorporated by reference to Exhibit 4.3 to the Registrant's Annual
Report on Form 20-F for the year ended December 31, 2000.
***** Incorporated by reference to Exhibit 4.4 to the Registrant's Annual
Report on Form 20-F for the year ended December 31, 2000.
****** Incorporated by reference to Exhibit 4.5 to the Registrant's Annual
Report on Form 20-F for the year ended December 31, 2001.
******* Incorporated by reference to Exhibit 4.6 to the Registrant's Annual
Report on Form 20-F for the year ended December 31, 2002.
******** Incorporated by reference to Exhibit 4.7 to the Registrant's Annual
Report on Form 20-F for the year ended December 31, 2002.
********* Incorporated by reference to Exhibit 8.1 to the Registrant's Annual
Report on Form 20-F for the year ended December 31, 2002.
220
ALLIANZ GROUP
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES
PAGE
----
Independent Auditors' Report................................ F-2
Consolidated Balance Sheets as of December 31, 2002 and
2001...................................................... F-3
Consolidated Income Statements for each of the years in the
three-year period ended December 31, 2002................. F-4
Consolidated Statements of Movements in Shareholders' Equity
for each of the years in the three-year period ended
December 31, 2002......................................... F-5
Consolidated Cash Flow Statements for each of the years in
the three-year period ended December 31, 2002............. F-6
Notes to the Consolidated Financial Statements:
Business Segment Information:
Consolidated Balance Sheets as of December 31, 2002 and
2001.................................................. F-8
Consolidated Income Statements for each of the years in
the three-year period ended December 31, 2002......... F-10
Insurance.............................................. F-12
Banking................................................ F-14
Accounting Regulations.................................... F-15
Changes to the Accounting, Valuation and Reporting
Policies............................................... F-15
Consolidation............................................. F-16
Accounting and Valuation Policies......................... F-19
Supplementary Information on Group Assets................. F-35
Supplementary Information on Group Liabilities and
Equity................................................. F-52
Supplementary Information on the Consolidated Income
Statement.............................................. F-72
Other Information......................................... F-106
Summary of Significant Differences between the Accounting
Principles used in the Preparation of the Consolidated
Financial Statements and Accounting Principles
Generally Accepted in the United States of America..... F-112
Selected subsidiaries and other holdings.................. F-130
Schedules:
Schedule I Summary of Investments......................... S-1
Schedule II Condensed Financial Information of the
Registrant............................................. S-3
Schedule III Supplementary Insurance Information.......... S-6
Schedule IV Supplementary Reinsurance Information......... S-8
Schedule of Valuation and Qualifying Accounts excluded as account balances
are not material.
F-1
[KPMG Logo]
INDEPENDENT AUDITORS' REPORT
To the Management Board and Supervisory Board of Allianz Aktiengesellschaft:
We have audited the accompanying consolidated balance sheets of Allianz
Aktiengesellschaft and its subsidiaries (collectively, "the Allianz Group") as
of December 31, 2002 and 2001, and the related consolidated statements of
income, movements in shareholders' equity and cash flows for each of the years
in the three-year period ended December 31, 2002. In connection with our audits
of the consolidated financial statements we have also audited the accompanying
financial statement schedules. These consolidated financial statements and
financial statement schedules are the responsibility of Allianz Group's
management. Our responsibility is to express an opinion on these consolidated
financial statements and financial statement schedules based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. 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 the Allianz
Group as of December 31, 2002 and 2001, and the results of their operations and
their cash flows for each of the years in the three-year period ended December
31, 2002, in conformity with International Financial Reporting Standards. Also,
in our opinion, the related financial statement schedules referred to above,
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.
International Financial Reporting Standards vary in certain significant
respects from accounting principles generally accepted in the United States of
America (US GAAP). Application of accounting principles generally accepted in
the United States of America would have affected results of operations for each
of the years in the three-year period ended December 31, 2002 and shareholders'
equity as of December 31, 2002 and 2001 to the extent summarized in Note 45 to
the consolidated financial statements.
As discussed in Note 2 to the financial statements, Allianz Group restated
its financial statements for the three-year period ended December 31, 2002.
/s/ KPMG Deutsche Treuhand-Gesellschaft
Aktiengesellschaft
Wirtschaftsprufungsgesellschaft
KPMG Deutsche Treuhand-Gesellschaft
Aktiengesellschaft
Wirtschaftsprufungsgesellschaft
Munich, Germany
July 11, 2003, except for Note 2,
as to which the date is November 28, 2003.
F-2
ALLIANZ GROUP
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2002 AND 2001(*)
2002 2001
NOTE E(MN) E(MN)
---- ------- -------
ASSETS
A. Intangible assets....................................... 5 18,273 16,911
B. Investments in affiliated enterprises, joint ventures
and associated enterprises............................ 6 11,345 10,247
C. Investments............................................. 7 285,340 345,302
D. Investments held on account and at risk of life
insurance policyholders............................... 25,657 24,692
E. Loans and advances to banks............................. 8 86,822 61,274
F. Loans and advances to customers......................... 8 188,084 239,693
G. Trading assets.......................................... 9 124,842 128,422
H. Cash and cash equivalents............................... 10 21,008 21,240
I. Amounts ceded to reinsurers from insurance reserves.... 11 28,420 30,999
J. Deferred tax assets..................................... 37 13,311 8,442
K. Other assets............................................ 12 49,070 55,764
------- -------
Total assets................................. 852,172 942,986
======= =======
EQUITY AND LIABILITIES
A. Shareholders' equity.................................... 13 21,673 31,613
B. Minority interests in shareholders' equity.............. 14 8,315 17,425
C. Participation certificates and subordinated
liabilities........................................... 15 14,174 12,207
D. Insurance reserves...................................... 16 305,763 299,512
E. Insurance reserves for life insurance where the
investment risk is carried by policyholders........... 25,687 24,726
F. Liabilities to banks.................................... 17 137,332 135,402
G. Liabilities to customers................................ 18 147,266 177,323
H. Certificated liabilities................................ 19 78,750 134,670
I. Trading liabilities.................................... 20 53,520 44,538
J. Other accrued liabilities............................... 21 13,069 14,117
K. Other liabilities....................................... 22 31,425 37,272
L. Deferred tax liabilities................................ 37 12,188 8,898
M. Deferred income......................................... 23 3,010 5,283
------- -------
Total equity and liabilities................. 852,172 942,986
======= =======
*As indicated in Note 2, reflects restatement. See accompanying notes to the
consolidated financial statements.
F-3
ALLIANZ GROUP
CONSOLIDATED INCOME STATEMENTS
YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000()*
2002 2001 2000
NOTE E(MN) E(MN) E(MN)
---- ------- ------- -------
1. Premiums earned (net).............................. 24 55,133 52,745 49,907
2. Interest and similar income........................ 25 28,210 24,224 16,595
3. Income (net) from investments in affiliated
enterprises, joint ventures and associated
enterprises..................................... 26 4,398 1,588 1,860
4. Other income from investments...................... 27 9,355 8,502 10,945
5. Trading income..................................... 28 1,507 1,592 (36)
6. Fee and commission income, and income from service
activities...................................... 29 6,102 4,827 2,187
7. Other income 30 2,971 2,172 2,331
------- ------- -------
Total income (1. to 7.)................. 107,676 95,650 83,789
------- ------- -------
8. Insurance benefits (net)........................... 31 50,229 50,154 51,738
9. Interest and similar expenses...................... 32 10,651 7,861 2,399
10. Other expenses for investments..................... 33 14,102 8,923 4,949
11. Loan loss provisions............................... 34 2,241 596 21
12. Acquisition costs and administrative expenses...... 35 24,502 19,383 13,697
13. Amortization of goodwill........................... 5 1,162 808 495
14. Other expenses..................................... 36 6,098 6,157 5,595
------- ------- -------
Total expenses (8. to 14.).............. 108,985 93,882 78,894
------- ------- -------
15. Earnings from ordinary activities before taxes..... (1,309) 1,768 4,895
16. Taxes (benefit).................................... 37 (768) (861) 170
17. Minority interests in earnings..................... 14 688 1,044 1,277
------- ------- -------
18. Net income......................................... (1,229) 1,585 3,448
======= ======= =======
E E E
------- ------- -------
Basic earnings per share.......................... 44 (5.06) 6.51 14.05
======= ======= =======
Diluted earnings per share........................ 44 (5.06) 6.51 14.05
======= ======= =======
*As indicated in Note 2, reflects restatement. See accompanying notes to the
consolidated financial statements.
F-4
ALLIANZ GROUP
CONSOLIDATED STATEMENTS OF MOVEMENTS IN SHAREHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000(*)
UNREALIZED
GAINS CONSOLIDATED
PAID-IN REVENUE AND UNAPPROPRIATED SHAREHOLDERS'
CAPITAL RESERVES LOSSES (NET) PROFIT EQUITY
E(MN) E(MN) E(MN) E(MN) E(MN)
------- -------- ------------ -------------- --------------
Beginning balance January 1, 2000..... 7,811 9,884 11,626 355 29,676
Currency translation adjustments...... -- 375 77 -- 452
Changes in the group of consolidated
companies........................... -- 283 -- -- 283
Capital paid in....................... 183 -- -- -- 183
Unrealized investment gains and
losses.............................. -- -- 1,745 -- 1,745
Net income for the year............... -- 3,015 -- 433 3,448
Shareholders' dividend................ -- -- -- (306) (306)
Miscellaneous......................... -- 160 -- (49) 111
------ ------ ------ ----- ------
Balance as of December 31, 2000....... 7,994 13,717 13,448 433 35,592
------ ------ ------ ----- ------
Currency translation adjustments...... -- (129) 38 -- (91)
Changes in the group of consolidated
companies........................... -- (554) -- -- (554)
Capital paid in....................... 6,775 -- -- -- 6,775
Treasury stock........................ -- (5,801) -- -- (5,801)
Unrealized investment gains and
losses.............................. -- -- (5,210) -- (5,210)
Net income for the year............... -- 1,175 -- 410 1,585
Shareholders' dividend................ -- -- -- (367) (367)
Miscellaneous......................... -- (250) -- (66) (316)
------ ------ ------ ----- ------
Balance as of December 31, 2001....... 14,769 8,158 8,276 410 31,613
------ ------ ------ ----- ------
Currency translation adjustments...... -- (1,218) (29) -- (1,247)
Changes in the group of consolidated
companies........................... -- 364 -- -- 364
Capital paid in....................... 16 -- -- -- 16
Treasury stock........................ -- (157) -- -- (157)
Unrealized investment gains and
losses.............................. -- -- (7,198) -- (7,198)
Net income for the year............... -- (2,394) -- 1,165 (1,229)
Shareholders' dividend................ -- -- -- (364) (364)
Miscellaneous......................... -- (79) -- (46) (125)
------ ------ ------ ----- ------
Balance as of December 31, 2002....... 14,785 4,674 1,049 1,165 21,673
====== ====== ====== ===== ======
*As indicated in Note 2, reflects restatement. See accompanying notes to the
consolidated financial statements.
F-5
ALLIANZ GROUP
CONSOLIDATED CASH FLOW STATEMENTS
YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000(*)
2002 2001 2000
E(MN) E(MN) E(MN)
------- ------- -------
Operating activities
Net income for the year..................................... (1,229) 1,585 3,448
Change in unearned premiums................................. 542 949 (674)
Change in aggregate policy reserves (without aggregate
policy reserves for life insurance products in accordance
with SFAS 97)............................................. 6,039 6,859 6,550
Change in reserve for loss and loss adjustment expenses..... 2,530 3,375 2,715
Change in other insurance reserves (without change in the
reserve for latent premium refunds from unrealized
investment gains and losses).............................. (4,241) (4,007) 2,227
Change in deferred acquisition costs........................ (1,211) (662) (1,093)
Change in funds held by others under reinsurance business
assumed................................................... 1,349 (171) 66
Change in funds held under reinsurance business ceded....... (192) (278) 483
Change in accounts receivable/payable on reinsurance
business.................................................. 232 (4) (604)
Change in trading securities (including trading
liabilities).............................................. 14,064 (12,544) 46
Change in loans and advances to banks and customers......... (5,846) 3,442 (3,694)
Change in liabilities to banks and customers................ (8,215) (5,456) 836
Change in certificated liabilities.......................... (1,727) 3,130 2,642
Change in other receivables and liabilities................. (1,370) 3,871 (1,400)
Change in deferred tax assets/liabilities (without change in
deferred tax assets/liabilities from unrealized investment
gains and losses)......................................... (1,321) (2,202) (2,232)
Adjustment for investment income/expenses not involving
movements of cash......................................... 175 112 (7,525)
Adjustments to reconcile amortization of goodwill........... 1,162 808 495
Other....................................................... (1,499) 359 173
------- ------- -------
Net cash flow (used in) provided by operating activities:... (758) (834) 2,459
------- ------- -------
Investing activities
Change in securities available for sale..................... (7,073) (3,465) (7,271)
Change in investments held to maturity...................... 1,092 383 634
Change in real estate....................................... 2,226 112 (287)
Change in other investments................................. 1,681 2,692 (416)
Change in cash and cash equivalents from the acquisition of
consolidated affiliated companies......................... (10,787) 12,114 (3,054)
Other....................................................... (919) (441) (1,389)
------- ------- -------
Net cash flow (used in) provided by investing activities:... (13,780) 11,395 (11,783)
------- ------- -------
Financing activities
Change in participation certificates and subordinated
liabilities............................................... 2,784 (770) 1,714
Change in investments held on account and at risk of life
insurance policyholders................................... (2,154) (1,465) (1,942)
Change in aggregate policy reserves for life insurance
products according to SFAS 97............................. 10,808 8,089 6,770
Cash inflow from capital increases.......................... 16 275 184
Dividend payouts............................................ (682) (673) (613)
Other from shareholders' capital and minority interests
(without change in revenue reserve from unrealized
investment gains and losses).............................. 3,643 996 3,481
------- ------- -------
Net cash flow provided by financing activities.............. 14,415 6,452 9,594
------- ------- -------
Effect of exchange rate changes on cash and cash
equivalents............................................... (109) 18 9
------- ------- -------
Change in cash and cash equivalents......................... (232) 17,031 279
------- ------- -------
Cash and cash equivalents at beginning of period............ 21,240 4,209 3,930
------- ------- -------
Cash and cash equivalents at end of period.................. 21,008 21,240 4,209
======= ======= =======
*As indicated in Note 2, reflects restatement. See accompanying notes to the
consolidated financial statements.
F-6
[THIS PAGE INTENTIONALLY LEFT BLANK]
F-7
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS:
BUSINESS SEGMENT INFORMATION -- CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2002 AND 2001
PROPERTY-
CASUALTY LIFE/HEALTH BANKING
----------------- ----------------- -----------------
2002 2001 2002 2001 2002 2001
E(MN) E(MN) E(MN) E(MN) E(MN) E(MN)
----- ----- ----- ----- ----- -----
ASSETS
A. Intangible assets....................... 2,960 2,943 4,817 4,005 3,509 3,183
B. Investments in affiliated enterprises,
joint ventures and associated
enterprises........................... 51,448 40,387 6,183 6,043 4,349 2,079
C. Investments............................. 76,855 91,712 189,172 180,076 28,965 85,133
D. Investments held on account and at risk
of life insurance policyholders....... -- -- 25,657 24,692 -- --
E. Loans and advances to banks............. 5,219 5,079 3,490 1,010 76,748 54,271
F. Loans and advances to customers......... 2,882 2,837 24,747 24,843 168,919 222,916
G. Trading assets.......................... 1,404 1,373 1,177 775 122,139 125,741
H. Cash and cash equivalents............... 2,880 2,617 2,267 2,351 16,322 16,244
I. Amounts ceded to reinsurers from
insurance reserves.................... 17,188 19,209 17,623 17,927 -- --
J. Deferred tax assets..................... 7,410 5,060 2,601 1,911 3,161 1,350
K. Other assets............................ 21,482 22,840 17,320 17,634 15,416 14,977
------- ------- ------- ------- ------- -------
Total segment assets.............. 189,728 194,057 295,054 281,267 439,528 525,894
======= ======= ======= ======= ======= =======
EQUITY AND LIABILITIES
A. Participation certificates and
subordinated liabilities.............. 4,342 573 -- -- 9,846 11,757
B. Insurance reserves...................... 87,557 90,432 224,673 215,217 -- --
C. Insurance reserves for life insurance
where the investment risk is carried
by Policyholders...................... -- -- 25,687 24,726 -- --
D. Liabilities to banks.................... 5,166 6,303 1,708 2,143 130,568 131,454
E. Liabilities to customers................ -- -- -- -- 146,945 175,228
F. Certificated liabilities................ 19,031 14,727 263 229 64,569 122,713
G. Trading liabilities..................... 544 448 825 50 52,152 44,052
H. Other accrued liabilities............... 5,626 5,387 850 967 5,984 7,130
I. Other liabilities....................... 18,312 21,624 20,555 19,963 5,468 4,134
J. Deferred tax liabilities................ 7,356 5,920 2,551 1,958 2,220 980
K. Deferred income......................... 104 84 354 406 2,545 4,793
------- ------- ------- ------- ------- -------
Total segment liabilities......... 148,038 145,498 277,466 265,659 420,297 502,241
======= ======= ======= ======= ======= =======
Shareholders' equity and minority interests........................................................
Total equity and liabilities.................................................................
F-8
ASSET CONSOLIDATION
MANAGEMENT ADJUSTMENTS GROUP
---------------- ------------------ ------------------
2002 2001 2002 2001 2002 2001
E(MN) E(MN) E(MN) E(MN) E(MN) E(MN)
----- ----- ----- ----- ----- -----
6,987 6,780 -- -- 18,273 16,911
20 116 (50,655) (38,378) 11,345 10,247
993 1,362 (10,645) (12,981) 285,340 345,302
-- -- -- -- 25,657 24,692
1,863 1,646 (498) (732) 86,822 61,274
228 561 (8,692) (11,464) 188,084 239,693
156 539 (34) (6) 124,842 128,422
940 550 (1,401) (522) 21,008 21,240
-- -- (6,391) (6,137) 28,420 30,999
139 121 -- -- 13,311 8,442
3,735 2,623 (8,883) (2,310) 49,070 55,764
------ ------ ------- ------- ------- -------
15,061 14,298 (87,199) (72,530) 852,172 942,986
====== ====== ======= ======= ======= =======
-- 22 (14) (145) 14,174 12,207
-- -- (6,467) (6,137) 305,763 299,512
-- -- -- -- 25,687 24,726
177 1,554 (287) (6,052) 137,332 135,402
2,754 2,981 (2,433) (886) 147,266 177,323
435 435 (5,548) (3,434) 78,750 134,670
-- 2 (1) (14) 53,520 44,538
609 633 -- -- 13,069 14,117
1,304 1,449 (14,214) (9,898) 31,425 37,272
61 40 -- -- 12,188 8,898
7 -- -- -- 3,010 5,283
------ ------ ------- ------- ------- -------
5,347 7,116 (28,964) (26,566) 822,184 893,948
====== ====== ======= ======= ======= =======
29,988 49,038
======= =======
852,172 942,986
======= =======
F-9
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
BUSINESS SEGMENT INFORMATION -- CONSOLIDATED INCOME STATEMENTS
YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
PROPERTY/CASUALTY LIFE/HEALTH BANKING
------------------------ ------------------------ -----------------------
2002 2001 2000 2002 2001 2000 2002 2001 2000
E(MN) E(MN) E(MN) E(MN) E(MN) E(MN) E(MN) E(MN) E(MN)
----- ----- ----- ----- ----- ----- ----- ----- -----
1. Premiums earned (net)..... 36,458 34,428 31,529 18,675 18,317 18,378 -- -- --
2. Interest and similar
income.................... 4,473 5,068 5,568 11,215 10,765 10,152 13,336 9,085 1,502
3. Income (net) from
affiliated enterprises,
joint ventures and
associated enterprises.... 8,494 889 1,833 445 525 693 2,071 1,016 122
4. Other income from
investments............... 3,652 4,307 4,259 4,932 3,562 6,667 1,430 628 25
5. Trading income............ 207 1,451 (10) 244 (117) (49) 1,081 244 7
6. Fee and commission income,
and income from service
activities................ 521 1,425 940 200 268 271 2,925 1,474 2
7. Other income.............. 1,751 1,202 1,078 825 772 1,139 432 308 64
------ ------ ------ ------ ------ ------ ------ ------ -----
Total income
(1. to 7.)........... 55,556 48,770 45,197 36,536 34,092 37,251 21,275 12,755 1,722
------ ------ ------ ------ ------ ------ ------ ------ -----
8. Insurance benefits
(net)..................... 28,974 28,200 25,413 21,284 21,979 26,354 -- -- --
9. Interest and similar
expenses.................. 1,564 1,323 1,136 434 492 148 9,509 6,766 1,257
10. Other expenses for
investments............... 3,567 2,888 1,913 8,656 5,537 3,004 2,225 465 33
11. Loan loss provisions...... 7 4 -- 10 4 -- 2,222 588 21
12. Acquisition costs and
administrative expenses... 10,521 10,042 9,106 4,263 4,259 3,927 7,581 3,446 170
13. Amortization of
goodwill.................. 370 349 277 174 146 137 241 70 (8)
14. Other expenses............ 2,999 3,555 3,453 1,806 1,263 2,055 1,034 1,193 125
------ ------ ------ ------ ------ ------ ------ ------ -----
Total expenses
(8. to 14.).......... 48,002 46,361 41,298 36,627 33,680 35,625 22,812 12,528 1,598
------ ------ ------ ------ ------ ------ ------ ------ -----
15. Earnings from ordinary
activities before taxes... 7,554 2,409 3,899 (91) 412 1,626 (1,537) 227 124
16. Taxes (benefit)........... (469) (701) (5) 67 99 343 (154) (6) (67)
17. Minority interests in
earnings.................. 816 746 642 (177) 84 658 (25) 453 90
------ ------ ------ ------ ------ ------ ------ ------ -----
18. Net income................ 7,207 2,364 3,262 19 229 625 (1,358) (220) 101
====== ====== ====== ====== ====== ====== ====== ====== =====
F-10
ASSET MANAGEMENT CONSOLIDATION ADJUSTMENTS GROUP
--------------------- --------------------------- -------------------------
2002 2001 2000 2002 2001 2000 2002 2001 2000
E(MN) E(MN) E(MN) E(MN) E(MN) E(MN) E(MN) E(MN) E(MN)
----- ----- ----- ----- ----- ----- ----- ----- -----
-- -- -- -- -- -- 55,133 52,745 49,907
119 129 204 (933) (823) (831) 28,210 24,224 16,595
(12) (3) 1 (6,600) (839) (789) 4,398 1,588 1,860
35 44 18 (694) (39) (24) 9,355 8,502 10,945
(1) 10 16 (24) 4 -- 1,507 1,592 (36)
2,918 2,479 1,420 (462) (819) (446) 6,102 4,827 2,187
126 79 63 (163) (189) (13) 2,971 2,172 2,331
----- ----- ----- ------ ------ ------ ------- ------ ------
3,185 2,738 1,722 (8,876) (2,705) (2,103) 107,676 95,650 83,789
----- ----- ----- ------ ------ ------ ------- ------ ------
-- -- -- (29) (25) (29) 50,229 50,154 51,738
89 82 61 (945) (802) (203) 10,651 7,861 2,399
22 57 -- (368) (24) (1) 14,102 8,923 4,949
2 -- -- -- -- -- 2,241 596 21
2,473 1,954 502 (336) (318) (8) 24,502 19,383 13,697
377 243 89 -- -- -- 1,162 808 495
551 795 1,043 (292) (649) (1,081) 6,098 6,157 5,595
----- ----- ----- ------ ------ ------ ------- ------ ------
3,514 3,131 1,695 (1,970) (1,818) (1,322) 108,985 93,882 78,894
----- ----- ----- ------ ------ ------ ------- ------ ------
(329) (393) 27 (6,906) (887) (781) (1,309) 1,768 4,895
(92) (189) (10) (120) (64) (91) (768) (861) 170
230 182 136 (156) (421) (249) 688 1,044 1,277
----- ----- ----- ------ ------ ------ ------- ------ ------
(467) (386) (99) (6,630) (402) (441) (1,229) 1,585 3,448
===== ===== ===== ====== ====== ====== ======= ====== ======
F-11
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
BUSINESS SEGMENT INFORMATION -- INSURANCE
DECEMBER 31, 2002, 2001 AND 2000
NET EXPENSE
PREMIUMS EARNED (NET) RATIO(1)
---------------------- ----------------
2002 2001 2000 2002 2001 2000
E(MN) E(MN) E(MN) % % %
----- ----- ----- ---- ---- ----
PROPERTY/CASUALTY
1. Europe
Germany(4)......................................... 10,265 10,035 9,617 28.3 26.9 24.2
France(4).......................................... 4,066 3,746 3,644 26.4 30.0 28.1
Great Britain...................................... 1,875 1,765 1,604 30.0 31.0 33.4
Italy.............................................. 4,490 4,181 3,956 22.7 22.5 21.6
Switzerland........................................ 1,611 1,599 1,514 23.8 26.9 30.9
Spain.............................................. 1,171 1,027 915 20.6 21.2 23.8
2. America
NAFTA Region....................................... 4,689 5,177 4,173 32.9 29.2 29.6
South America...................................... 494 610 653 34.8 39.7 34.8
3. Asia-Pacific
Region............................................. 1,134 768 553 24.8 27.3 23.0
4. Specialty Lines
Allianz Global Risks
Ruckversicherungs AG............................. 559 -- -- 41.7 -- --
Credit............................................. 857 901 932 34.2 44.0 35.9..
Travel and Assistance.............................. 740 669 608 32.5 33.4 36.5
Allianz Marine & Aviation.......................... 578 450 256 21.1 22.5 29.8
5. Other................................................ 3,929 3,500 3,104 24.2 25.8 28.6
6. Consolidation adjustments(3)......................... -- -- -- -- -- --
------ ------ ------
Total................................................ 36,458 34,428 31,529
====== ====== ======
NET EXPENSE
PREMIUMS EARNED (NET) RATIO(1)
-------------------------- ----------------
2002 2001 2000 2002 2001 2000
E(MN) E(MN) E(MN) % % %
----- ----- ----- ---- ---- ----
LIFE/HEALTH
1. Europe
Germany.......................................... 11,044 10,545 10,500 10.0 12.7 10.7
France........................................... 1,449 1,515 2,283 52.5 52.0 27.6
Italy............................................ 1,219 1,247 1,339 31.3 22.5 14.8
Switzerland...................................... 624 557 477 23.1 22.6 9.9
Spain............................................ 493 873 525 7.3 4.2 8.9
2. USA................................................ 924 1,068 1,092 47.0 49.2 48.2
3. Asia-Pacific....................................... 1,605 1,202 937 19.0 17.6 19.6
4. Other.............................................. 1,317 1,310 1,225 33.9 30.5 34.7
5. Consolidation adjustments(3)....................... -- -- -- -- -- --
------ -------- --------
Total............................................ 18,675 18,317 18,378
====== ======== ========
---------------
(1) The net expense ratio represents net underwriting costs as a percentage of
net premiums earned.
(2) The net loss ratio represents net loss and loss adjustment expenses as a
percentage of net premiums earned.
(3) Represents elimination of intercompany transactions between Group companies
in different geographical regions.
(4) The 2001 and 2000 figures have been restated to reflect the reorganization
of the Group's marine, aviation and industrial transport insurance into
Allianz Marine & Aviation, a new specialty line.
F-12
NET INCOME (LOSS) INVESTMENTS NET LOSS RATIO(2)
----------------------- --------------- ------------------
2002 2001 2000 2002 2001 2002 2001 2000
E(MN) E(MN) E(MN) E(MN) E(MN) % % %
----- ----- ----- ----- ----- ---- ---- ----
8,917 3,243 3,008 30,347 41,400 74.2 75.2 73.5
129 (62) 187 8,771 8,540 84.5 82.3 86.1
233 68 21 2,617 2,865 68.1 73.2 82.7
524 318 144 8,780 8,417 74.8 76.7 77.8
26 81 121 3,438 4,098 70.3 79.1 71.3
36 18 38 1,398 1,387 77.0 78.7 81.1
(964) (1,064) (117) 9,878 12,595 94.6 99.9 87.9
24 12 (24) 337 479 67.0 63.7 70.9
(62) (25) 17 1,829 1,520 78.5 79.9 83.1
(257) -- -- 1 -- 100.8 -- --
33 70 131 2,000 2,118 72.1 68.0 46.6
4 (8) 6 269 237 62.0 64.4 63.2
17 (54) (4) 1,011 920 75.2 108.1 78.4
360 219 427 6,351 7,263 77.7 86.0 81.5
(1,813) (452) (693) (172) (127) -- -- --
------ ------ ----- ------ ------
7,207 2,364 3,262 76,855 91,712
====== ====== ===== ====== ======
NET INCOME (LOSS) INVESTMENTS
--------------------- -----------------
2002 2001 2000 2002 2001
E(MN) E(MN) E(MN) E(MN) E(MN)
----- ----- ----- ----- -----
96 63 339 97,030 93,316
(10) 132 127 38,282 39,319
152 133 158 16,630 14,171
(59) (20) 14 6,851 7,042
13 12 38 3,342 3,176
(40) (46) 112 13,693 10,415
(40) (32) (184) 4,046 3,296
(90) (13) 33 9,476 9,572
(3) -- (12) (178) (231)
--- ---- ---- ------- -------
19 229 625 189,172 180,076
=== ==== ==== ======= =======
F-13
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
BUSINESS SEGMENT INFORMATION -- BANKING
DECEMBER 31, 2002, 2001 AND 2000
LOAN LOSS EARNINGS AFTER
NET REVENUE(1) PROVISIONS TOTAL EXPENSES TAXES(2)
---------------- -------------- ---------------- -----------------
2002 2001(3) 2002 2001 2002 2001(3) 2002 2001(3)
E(MN) E(MN) E(MN) E(MN) E(MN) E(MN) E(MN) E(MN)
----- ------- ----- ----- ----- ------- ------ -------
Private and business clients(4)..... 3,227 1,678 561 233 3,093 1,605 (304) (160)
Corporates & Markets(4)............. 3,598 1,725 1,592 361 3,808 2,161 (1,642) (797)
NET REVENUE(1) EARNINGS AFTER TAXES(2)
------------------------- ------------------------
2002 2001 2000 2002 2001 2000
E(MN) E(MN) E(MN) E(MN) E(MN) E(MN)
------ ------ ----- ------ ----- -----
Germany................................................... 7,059 6,227 70 1,858 1,931 2
Europe (excluding Germany)................................ 1,177 1,451 331 (999) (434) 166
NAFTA..................................................... 755 572 -- (1,527) (218) --
Rest of world............................................. 206 245 31 (474) (106) 15
------ ------ ----- ------ ----- -----
Subtotal.................................................. 9,197 8,495 432 (1,142) 1,173 183
------ ------ ----- ------ ----- -----
Consolidation Adjustments(5).............................. (23) (3,231) -- -- (870) --
------ ------ ----- ------ ----- -----
Total............................................. 9,174 5,264 432 (1,142) 303 183
====== ====== ===== ====== ===== =====
---------------
(1) Consists of total income (less interest and similar expenses, other expenses
for investments, fee and commission expenses, and other investment-related
expenses).
(2) Earnings after taxes represent income before goodwill amortization and
minority interest.
(3) When comparing the figures for fiscal year 2002 with those for 2001 and
2000, it should be noted that Dresdner Bank was consolidated as of July 23,
2001. Changes in the divisional structure and reclassifications have been
taken into account in the prior-year figures stated.
(4) Amounts in 2001 have been restated to reflect integration effective January
1, 2002 of the Group's small business operations, which the Allianz Group
had previously included as part of its Corporates & Markets division, with
the Group's former Private Clients division to form its new Private and
Business Clients division.
(5) Represents elimination of intercompany transactions between Group companies
in different geographical regions.
F-14
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2002, 2001 AND 2000
(1) ACCOUNTING REGULATIONS
Allianz Aktiengesellschaft ("Allianz AG" or "the Company") and its
subsidiaries (collectively, "the Allianz Group" or "the Group") have global
property and casualty insurance, life and health insurance, banking and asset
management operations in more than 70 countries, with the largest of their
operations in Europe. The Group's headquarters are located in Munich, Germany.
The consolidated financial statements of the Allianz Group have been
prepared in conformity with International Financial Reporting Standards (IFRS),
in accordance with sec.292a of the German Commercial Code (HGB). Since 2002, the
designation IFRS applies to the overall framework of all standards approved by
the International Accounting Standards Board. Already approved standards
continue to be cited as International Accounting Standards (IAS). All standards
currently in force for the years under review have been adopted in the
presentation of the consolidated financial statements. IFRS do not provide
specific guidance concerning the reporting of insurance transactions in annual
financial statements. In such cases, as envisioned in the IFRS Framework, the
provisions embodied under accounting principles generally accepted in the United
States of America (US GAAP) have been applied.
The consolidated financial statements have been translated into English
from those published in German and include additional disclosures required by US
GAAP and by the United States Securities and Exchange Commission. Significant
differences between IAS and US GAAP affecting the Group's consolidated net
income and shareholders' equity have been summarized in Note 45. Condensed
consolidated balance sheet and income statement information reflecting the
impact of differences between IAS and US GAAP are also presented in Note 45.
The financial statements have been prepared in euros (E).
(2) CHANGES TO THE ACCOUNTING, VALUATION AND REPORTING POLICIES
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS
When acquiring PIMCO in 2000, it was agreed that PIMCO management would
acquire PIMCO equity annually through 2004 subject to a vesting arrangement,
and, following a blackout period, PIMCO management and the Group would hold
reciprocal rights to put or call such equity, enabling the Group to increase its
economic interest in the earnings of PIMCO in future periods.
We have restated the accompanying financial statements for each of the
three years ended December 31, 2002 to revise the previous accounting treatment
for this arrangement. Previously, we had intended to recognize compensation
expense associated with these equity transactions following a vesting period.
APB 25 requires that such expense be recognized ratably over the vesting period.
The effect of this restatement is to reduce amounts previously reported as
follows:
2002 2001 2000
--------------- --------------- ---------------
E % E % E %
------ ------ ------ ------ ------ ------
(IN MILLIONS, EXCEPT % AND PER SHARE INFORMATION)
Earnings from ordinary activities
before taxes................... (95) (7.8) (59) (3.2) (18) (0.4)
Net income....................... (62) (5.3) (38) (2.3) (12) (0.3)
Net income per share............. (0.25) (5.2) (0.15) (2.3) (0.05) (0.4)
F-15
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The recognition of compensation expense in connection with this arrangement
represents a non-cash charge that will have no effect on the Group's cash
position.
Beginning in the third quarter of 2003, we adopted SFAS 123 to account for
all stock-based employee compensation plans. We have elected to use the
retroactive restatement alternative permitted under SFAS 148. Compensation
expense measured under SFAS 123 for the PIMCO arrangements described above
approximates that measured under APB 25.
CHANGES TO ACCOUNTING, VALUATION AND REPORTING POLICIES
The following IAS accounting principles were applied for the first time in
fiscal year 2001: IAS 39 -- Financial Instruments: recognition and measurement
and IAS 40 -- Investment property.
IAS 39 sets forth requirements for the recognition in financial statements
and valuation of financial assets and liabilities of an enterprise, including
the reporting of hedging instruments, as well as requirements for additional
disclosure. Under this standard all financial assets and liabilities, including
all derivatives, are initially recognized on the balance sheet at cost.
Subsequent to initial recognition, all financial assets are remeasured to fair
value, with the exception of certain assets and liabilities listed in the
standard. IAS 39 does not apply to rights and obligations arising under
insurance contracts.
The effects of the first time application of IAS 39 on January 1, 2001
resulted in a reduction in revenue reserves of E153 million. This amount is
included as a miscellaneous reduction of revenue reserves shown in the
Consolidated Statements of Movements in Shareholders' Equity.
IAS 40 covers investment property independent of the main activity of the
enterprise concerned. Investment property is real estate held to earn rentals or
for capital appreciation. IAS 40 does not apply to real estate held for use in
the production or supply of goods or services or for administrative purposes.
IAS 40 allows an enterprise to choose either a fair value model or a cost model
for valuation purposes. The Group has chosen the acquisition cost model which is
consistent with its previous accounting policy. First time application of IAS 40
in 2001 resulted only in changes in presentation.
For reasons of comparability with the current reporting year, some
prior-year figures were adjusted in the balance sheet and the income statement
through reclassifications that do not affect net income or shareholders' equity.
(3) CONSOLIDATION
SCOPE OF THE CONSOLIDATION
In addition to Allianz AG, 213 (2001: 163 and 2000: 104) German and 1,045
(2001: 1,021 and 2000: 660) foreign enterprises have been consolidated in full.
In addition, 74 (2001: 73 and 2000: 59) German and 79 (2001: 85 and 2000: 79)
foreign investment funds were consolidated. Of the entities that have been
consolidated in full, 12 (2001: 19 and 2000: 14) subsidiaries have been
consolidated where Allianz AG owns less than majority of the voting power of the
subsidiary, including CreditRas Vita S.p.A. and Antoniana Popolare Veneta Vita
S.p.A., in all periods presented. Allianz AG exercises control over these
entities by its ability to govern the financial and operating policies of the
enterprise through management agreements, as further discussed in Note 44 under
"Other information". A majority interest in Bayerische Versicherungsbank AG and
Frankfurter Versicherungs-AG, which were already fully consolidated, was
acquired in 2002.
F-16
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
There are 12 (2001: 13 and 2000: 9) joint ventures that have been accounted
for using the equity method; each of these enterprises is managed by Allianz AG
together with a third party not included in the consolidated financial
statements.
There are 198 (2001: 146 and 2000: 95) associated enterprises that have
been accounted for using the equity method.
Certain enterprises have not been included in the consolidation or
accounted for using the equity method, in cases where their value is not
material to the presentation of the financial statements as a whole.
All affiliated companies, joint ventures, and associated companies that are
included in or excluded from the consolidated financial statements are
individually listed in the disclosure of equity investments filed with the
Commercial Register in Munich. All private companies are also listed and
identified separately in this disclosure of equity investments, for which the
consolidated financial statements and the Group management report are exempt in
accordance with the application of sec.264 b of the German Commercial Code
(HGB). Selected affiliated and associated enterprises are listed in Note 46.
ACQUISITIONS
The following are the significant companies consolidated for the first-time
for the years ended December 31, 2002, 2001 and 2000:
EFFECTS ON THE CONSOLIDATED FINANCIAL
STATEMENTS IN YEAR OF ACQUISITION(1)
----------------------------------------------
DATE OF GROSS NET AMORTIZATION
FIRST-TIME PREMIUMS INCOME GOODWILL(2) OF GOODWILL
PRINCIPAL NEW ACQUISITIONS CONSOLIDATION E(MN) E(MN) E(MN) E(MN)
-------------------------- ------------- -------- ------ ----------- ------------
2002
Slovenska poist' ovna a.
s., Bratislava......... July 22, 2002 125 (8) 138 (7)
2001
Dresdner Bank AG,
Frankfurt/Main......... July 23, 2001 -- (300) 3,977 (108)
Nicholas-Applegate, San
Diego.................. January 31, 2001 -- (29) 1,042 (47)
2000
PIMCO Advisors L.P.,
Delaware............... May 5, 2000 -- (49) 2,674 (88)
Allianz-Tiriac Asigurari,
Bucharest.............. October 1, 2000 18 1 10 --
Arab International
Insurance Company,
Cairo.................. January 1, 2000 12 -- -- --
Munchener und Magdeburger
Hagelversicherung AG,
Munich................. July 1, 2000 19 (1) 1 --
Zwolsche Algemeene
Holding, Nieuwegein.... December 31, 2000 -- -- 153 --
--------------------
(1) Consolidated in the business segments.
(2) On the date of first-time consolidation.
F-17
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
2002 ACQUISITIONS:
- Slovenska poist'ovna a. s., Bratislava: On July 22, 2002, Allianz Group
acquired 66.8% of Slovenska poist'ovna a. s. at a purchase price of E142
million. Slovenska poist'ovna operates in both the property-casualty and
the life/health insurance business segments. An additional 25.8% and 6.5%
interests were acquired on July 29, 2002 and December 20, 2002
respectively. The total acquisition cost for the 99.1% interest in
Slovenska poist'ovna amounted to E216 million.
- Allianz Lebensversicherungs-AG, Stuttgart: On January 15, 2002, the
Allianz Group increased its interest in Allianz Lebensversicherungs-AG by
40.5% to 91.0% and resulted in additional goodwill of E633 million. The
acquisition cost for the additional interest was E2,587 million.
- Frankfurter Versicherungs-AG, Frankfurt/Main: On June 28, 2002, the
Allianz Group increased its interest in Frankfurter Versicherungs-AG by
50.0% to 100.0% and resulted in additional goodwill of E57 million. The
acquisition cost for the additional interest was E930 million.
- Bayerische Versicherungsbank AG, Munich: On June 28, 2002, the Allianz
Group increased its interest in Bayerische Versicherungsbank AG by 45.0%
to 90.0% and resulted in additional goodwill of E94 million. The
acquisition cost for the additional interest was E858 million.
- Dresdner Bank AG, Frankfurt/Main: On January 15, 2002, June 28, 2002,
July 2, 2002 and August 23, 2002, the Allianz Group increased its
interest in Dresdner Bank AG by 21.5% to 100.0% which resulted in
additional goodwill of E2,002 million. The acquisition cost for the
additional interest totaled E6,338 million.
2001 ACQUISITIONS:
- Dresdner Bank AG, Frankfurt/Main and its subsidiaries: On July 23, 2001,
Allianz Group acquired 56.7% of the outstanding shares of common stock of
Dresdner Bank AG, and its subsidiaries (Dresdner Bank) for a price of
E17,277 million. Between July 23, 2001, and December 31, 2001, Allianz
Group purchased an additional 1.0% of the outstanding shares of common
stock of Dresdner Bank for E418 million. Prior to the July 23, 2001
acquisition, Allianz Group held an equity interest of 20.8% in Dresdner
Bank, and accounted for it under the equity method. Total acquisition
costs to obtain the majority holding of 78.5% as of December 31, 2001
amounted to E19,561 million. The transaction included the issuance of
19,972,339 shares of Allianz AG common stock valued at E6,596 million.
Allianz AG accounted for its 2001 acquisitions of 57.7% of Dresdner Bank
under the purchase method of accounting. The value of Allianz AG shares
issued in connection with the acquisition was based on the share price as
of the last trading date prior to the public announcement of the Group's
acquisition of Dresdner. This value is representative of the contractually
fixed terms related to the acquisition of outstanding shares and
registration of new shares which were issued in exchange for Dresdner
shares. If the share price as of the date of the physical exchange of
shares had been considered to record the value of the shares issued, the
Group would have recorded E301 million less goodwill. Additionally,
goodwill amortization for 2002 and 2001 would have been lower by E20
million and E9 million, respectively. The results of operations of Dresdner
Bank are included in the consolidated financial statements of the Allianz
Group since July 23, 2001.
F-18
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Dresdner Bank is among the leading banks in the European banking market
with a wide range of private, commercial and investment banking products
and services for corporate, governmental and individual customers. As a
result of the acquisition, the Group will seek to generate significant
income opportunities and cost synergies over the coming years with regard
to integration and associated strategic realignment in the German financial
services market.
- Nicholas-Applegate, San Diego: On January 31, 2001, the Allianz Group
acquired 100% of this U.S. asset management holding company at a purchase
price of E1,111 million. The transaction also included
performance-related purchase price payments of up to E1,236 million and
incentive and retention schemes amounting to a maximum of E170 million.
2000 ACQUISITIONS:
- PIMCO Advisors L.P., Delaware: On May 5, 2000, the Allianz Group
acquired 69.5% of the ownership interests in PIMCO Advisors L.P., a
Delaware limited partnership. The total cost of acquisition was E3,738
million in cash and shares of Allianz AG and obligations for future
payments of approximately E200 million. The excess of the purchase price
of E3,738 million over the estimated fair value of net assets acquired of
E103 million was allocated to covenants not to compete in an amount of
E863 million, to be amortized on a straight-line basis over 5 years, and
goodwill of E2,773 million, to be amortized on a straight-line basis over
20 years. In connection with this acquisition, Allianz AG holds a call
option on the remaining 30.5% ownership interest in PIMCO Advisors L.P.,
which is currently held by a third party. Subject to certain conditions,
the call option will allow Allianz AG to purchase the remaining ownership
interests on the last business day of any calendar quarter beginning on
January 31, 2003. In addition, this third party holds a put option, under
which it can require Allianz AG, subject to certain conditions, to
purchase its ownership interests in PIMCO Advisors L.P., on the last
business day of any calendar quarter. Settlement of the call and put
options requires physical delivery of the PIMCO Advisor L.P. shares in
exchange for cash. The put option is not recorded on the balance sheet as
the fair value was determined to be zero based on the nature and terms of
the option.
- Allianz-Tiriac Asigurari, Bucharest: On August 21, 2000, the Allianz
Group acquired 51.0% of Allianz-Tiriac Asigurari for E14 million.
- Arab International Insurance Company, Cairo: On March 2, 2000, the
Allianz Group increased its interest in Arab International Insurance
Company by 40.0% to 80.0%. The acquisition cost was E10 million, bringing
the total cost to E18 million.
- Munchener und Magdeburger Hagelversicherung, Munich: On June 26, 2000,
the Allianz Group increased its interest in Munchener and Magdeburger
Hagelversicherung AG by 1.5% to 50.7%. The acquisition cost of additional
interest was E0.1 million, bringing the total cost to E2 million.
- Zwolsche Algemeene Holding, Nieuwegein: On December 20, 2000, AGF Group,
Paris purchased 100% of the Zwolsche Algemeene Holding Company and its
subsidiaries. The subsidiaries include life and health, property and
casualty and asset management companies. The cost of the purchase was
E599 million. The operating results of these companies were included in
the consolidated financial statements for the first time in fiscal year
2001 with gross premium income of E205 million and net loss for 2001 of
E12 million.
F-19
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
- Assurance Generales de France (AGF), Paris: In 2000, the Allianz Group
increased its interest in AGF by 10.9% to 65.2% for E780 million. The
purchase resulted in additional goodwill of E467 million. The Allianz
Group also incurred additional costs of E40 million for AGF contingent
value rights (CVRs), which also resulted in additional goodwill of E40
million.
(4) ACCOUNTING AND VALUATION POLICIES
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements are based on the annual financial
statements of Allianz AG and all principal subsidiaries. Financial statements
are uniformly prepared in conformity with IFRS accounting and valuation
standards as of December 31, 2002. The Group has used interim financial
statements for those entities whose fiscal year end is other than December 31,
2002.
Equity consolidation is carried out on the basis of the benchmark method in
conformity with IAS 22, Business Combinations. The acquisition costs are offset
against the Group's proportion of the shareholders' equity in the subsidiaries
at the date of acquisition. Certain assets and liabilities acquired by the
Allianz Group are carried at their fair value on the date of acquisition of the
subsidiary enterprises; for the proportion attributable to minority interests,
the pre-acquisition carrying amounts are used. When foreign subsidiaries are
consolidated for the first time, their net assets are translated at the current
exchange rates at the date of acquisition.
Goodwill arising from acquisitions is capitalized and amortized over the
estimated useful life. In the case of acquisitions prior to January 1, 1995,
such differences have been recorded directly in revenue reserves within
shareholders' equity in accordance with the transitional provisions in force
under IAS 22.
The earnings generated by subsidiaries after their first-time consolidation
or, where appropriate, their acquisition adjusted for consolidation effects, are
allocated to revenue reserves of the Group based on the Group's ownership
percentage in the subsidiaries.
The proportion of net income or losses attributable to minority interests
has been calculated on the basis of the consolidated net income or losses of
those enterprises for the year.
Intra-Group receivables and payables, income and expenses, and profits have
been eliminated.
FOREIGN CURRENCY TRANSLATION
Allianz AG's reporting currency is the euro (E). Foreign currency is
translated in accordance with IAS 21 -- The Effects of Changes in Foreign
Exchange Rates, by the method of functional currency. The functional currencies
for Group companies are usually the local currency of the relevant company,
e.g., the prevailing currency in the environment where the enterprise carries
out its ordinary activities. In accordance with the functional currency method,
assets and liabilities are translated at the closing rate on the balance sheet
date and income and expenses are translated at the annual average rate in all
financial statements of subsidiaries not reporting in euro. Any translation
differences, including those arising in the process of equity consolidation, are
recorded directly in shareholders' equity.
Assets and liabilities of the Group, which are subject to exchange rate
fluctuations, are normally safeguarded against such fluctuations by the fact
that individual foreign subsidiaries have most of their assets and liabilities
in the same currency.
F-20
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Currency gains/losses arising from foreign currency transactions
(transactions in a currency other than the functional currency of the entity)
are reported in other income or other expenses.
The principal exchange rates used are summarized in the following table:
E CLOSING RATES E AVERAGE RATES
----------------- ---------------------------
CURRENCY 2002 2001 2002 2001 2000
-------- ------- ------- ------- ------- -------
Australian Dollar (AUD).......... 1.851 1.739 1.735 1.732 1.596
Japanese Yen (JPY)............... 124.389 115.330 118.094 108.749 99.736
Pound Sterling (GBP)............. 0.651 0.609 0.629 0.622 0.069
Swiss Franc (CHF)................ 1.454 1.483 1.473 1.510 1.561
South Korean Won (KRW) (in
thousands)..................... 1.249 1.162 1.178 1.155 1.053
US Dollar (USD).................. 1.042 0.885 0.945 0.896 0.926
USE OF ESTIMATES
The preparation of consolidated financial statements requires the Group to
make estimates and assumptions that affect items reported in the consolidated
balance sheet and income statement, and under contingent liabilities. The actual
values may differ from those reported. The most important of such items are the
reserve for loss and loss adjustment expenses, the aggregate policy reserves and
the loan loss allowance. In addition, management makes certain assumptions in
connection with impairment reviews of investments, goodwill, and deferred taxes.
SUPPLEMENTARY INFORMATION ON ASSETS
INTANGIBLE ASSETS
Intangible assets comprise goodwill and other intangible assets.
GOODWILL represents the difference between the purchase price of
subsidiaries and the Group's proportionate share of the fair value of net
assets, at the time of acquisition. Minority interests are generally valued at
amortized historical cost. Goodwill is amortized on a straight-line basis over
its estimated useful life, which is normally 10 years for property and casualty
insurance enterprises, 20 years for life and health insurance enterprises, 10
years for banks, and 20 years for asset management companies.
GOODWILL AND OTHER INTANGIBLE ASSETS are assessed as of each balance sheet
date and each interim reporting date to determine if there are any factors that
indicate goodwill and other intangible assets may be impaired. If there are
indications that goodwill and other intangible assets are impaired, recoverable
amounts for the goodwill and other intangible assets are determined. If the
recoverable amounts are less than the carrying amount, an impairment charge is
recognized. Gains or losses realized on the disposal of subsidiaries include any
related unamortized goodwill balances.
The present value of future profits (PVFP) represents the capitalized value
of life/health insurance portfolios. The capitalized value is the present value
of net cash flows anticipated in the future from insurance policies written at
the point in time of first-time consolidation after the insurance portfolio was
purchased. Interest accrues on the unamortized PVFP based upon the policy
liability rate or contract rate. The capitalized value of life/health insurance
policies is amortized over the years that such profits are anticipated to be
received in proportion to the
F-21
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
estimated gross margins or estimated gross profits for traditional participating
products that follow the contribution principle and financial or investment
products, respectively, and over the premium paying period in proportion to
premiums for other traditional insurance products.
The methods used by the Group to value insurance products purchased are
consistent with the valuation methods used most commonly to value blocks of
insurance business. They are also consistent with the basic methodology
generally used to value insurance assets. The procedures used by the Group
include:
- Identify the future cash flows from the acquired business.
- Identify the risks inherent in realizing those cash flows and the rate of
return the Group believes it must earn in order to accept the risks
inherent in realizing the cash flows.
- Determine the value of the insurance asset by discounting the expected
future cash flows by the discount rate the Group requires.
Expected future cash flows used in determining the PVFP are based on
actuarial determinations of future premium income, mortality, disease and
surrender probabilities, in addition to underwriting costs and returns on assets
that were invested in order to be able to meet the obligations arising under the
insurance contracts.
The discount rate used to determine the PVFP corresponds to the opportunity
costs for the risk capital used. In selecting the rate of return, the Group
considers the magnitude of the risks associated with the type of business being
acquired, actuarial factors described in the preceding paragraph, cost of
capital available to the Group to fund the acquisition and compatibility with
other Group activities that may favorably affect future profits.
Other intangible assets include software purchased from third parties or
developed internally and real property rights, which are amortized on a
straight-line basis over their useful service lives or contractual terms.
OTHER INTANGIBLE ASSETS also include capitalized loyalty bonuses for senior
management of the PIMCO Group, Delaware that are amortized on a straight-line
basis over five years, as well as the value of the brand names of Dresdner Bank
that are amortized on a straight-line basis over 20 years. The fair value for
the names "Dresdner Bank" and "dit" (Deutscher Investment-Trust), registered as
trade names, was determined using a royalty savings approach.
INVESTMENTS IN AFFILIATED ENTERPRISES, JOINT VENTURES AND ASSOCIATED ENTERPRISES
Investments in affiliated enterprises, joint ventures and associated
enterprises are generally accounted for using the equity method, such that the
carrying value of such investment represents the Group's proportionate share of
their net assets. During 2002, the Group reduced the time lag in accounting for
all material investments in associates to a period of no more than three months
for IFRS. We accounted for this reduction by recording the income and equity
changes occurring during the catch-up period (i.e., the period from June 30,
2001 to September 30, 2001), less any amounts already reflected in fiscal 2001
due to their significance, directly in shareholders' equity. The amount of
income directly recorded in shareholders' equity in 2002 was E131 million.
The impact of the terrorist attack of September 11, 2001 on the financial
results of Munich Re, our most significant associate, was considered in our 2001
income statement and statement of shareholders' equity in light of the
significance and relevance of this impact to our 2001 consolidated financial
statements.
F-22
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
In the case of investments in enterprises that prepare their own
consolidated financial statements, their carrying values are based on the
sub-group's consolidated equity. The company's share of net income or loss from
such investments is included in consolidated net income. The effect of profits
and losses from intercompany transactions has been eliminated.
Investments in affiliated enterprises, joint ventures, and associated
enterprises, which are not accounted for using the equity method because they
are not material, are carried at cost. Associated enterprises are all those
enterprises in which the Group has an interest of between 20 percent and 50
percent, for all of which a significant influence is presumed.
Income from investments in affiliate enterprises, joint ventures and
associated enterprises is included as a separate component of total income as
the Group considers income earned from such investments to be consistent with
revenues such as realized gains, interest, and dividends earned from other
investments.
INVESTMENTS
Investments include securities held to maturity, securities available for
sale, real estate used by third parties and funds held by others under
reinsurance contracts assumed. Derivatives used for hedge transactions are
included with the classification of the item hedged.
SECURITIES HELD TO MATURITY are comprised of fixed income securities which
the Group has the intent and ability to hold to maturity. They are carried at
amortized cost and the related premium or discount is amortized using the
interest method over the life of the security. Amortization of premium or
discount is included in interest income.
SECURITIES AVAILABLE FOR SALE are securities that are not classified as
held to maturity or trading assets. Available for sale securities are valued at
fair value at the balance sheet date. Unrealized gains and losses, which are the
difference between fair value and cost (amortized cost in the case of fixed
income securities), are included as a separate component of shareholders'
equity, net of deferred taxes, or, for amounts that would be due to
participating policyholders if realized, taken to the latent reserve for premium
refunds within other insurance reserves. Realized gains and losses on securities
are generally determined by applying the average cost method.
SECURITIES HELD TO MATURITY, SECURITIES AVAILABLE FOR SALE AND INVESTMENTS
ACCOUNTED FOR USING THE EQUITY METHOD are subject to impairment reviews. An
impairment charge is recorded if a decline in fair value below the asset's
carrying value is deemed to be other than temporary.
As of the closing date for each quarter and year end, the Group identifies
on a group-basis all shares whose market values indicate potential impairment
(i.e. recoverable amount is below the group's acquisition cost). Impairment
charges to be recognized in net profit or loss are determined on the basis of
these data.
Debt instruments are written down if financial difficulties on the part of
the issuer, a default or delay in interest service or repayment of principal or
an impending or actual insolvency indicate that repayment of the principal can
no longer be expected.
If in a subsequent period, the amount of the impairment decreases related
to an event occurring after the initial impairment charge, such charges are
reversed through net income for the period. The maximum amount up to which such
write-ups may occur is the acquisition cost or amortized cost, as applicable.
F-23
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
REAL ESTATE USED BY THIRD PARTIES (i.e., real property and equivalent
rights and buildings, including buildings on leased land) is carried at cost
less accumulated, scheduled and unscheduled depreciation. Real estate used by
third parties is depreciated on a straight-line basis over its estimated life.
The fair value of real estate used by third parties is determined by the
discounted cash flow method.
FUNDS HELD BY OTHERS UNDER REINSURANCE CONTRACTS ASSUMED relate to cash
deposits to which the Group is entitled, but which the ceding insurer retains as
collateral for future obligations of the Group. The cash deposits are recorded
on the balance sheet at face value, less any write-downs for balances that are
deemed to not be fully recoverable.
INVESTMENTS HELD ON ACCOUNT AND AT RISK OF LIFE INSURANCE POLICYHOLDERS
Investments held on account and at risk of life insurance policyholders
comprise mainly investments funding unit-linked life insurance policies and
investments to cover obligations under policies where the benefits are
index-linked. They are valued at market value on the balance sheet date.
Unrealized gains and losses arising from market valuations lead to a
corresponding increase or decrease in the related insurance reserves.
Group enterprises keep and invest these investments separately from the
Group's own investments. Policyholders are entitled to all gains and losses
relating to this investments and therefore to the total amount of all the
investments shown under this heading.
DERIVATIVES
The Group's insurance companies selectively use derivative financial
instruments such as swaps, options and futures to hedge against changes in
prices or interest rates in their investment portfolio. In the Group's banking
business, derivatives are used both for trading purposes and to hedge against
movements in interest rates, currency and other price risks of their
investments, loans, deposit liabilities and other interest sensitive assets and
liabilities.
For derivatives used for hedging purposes, the Group designates its
derivative instruments as a fair value cash flow, or hedge of a net investment
in a foreign entity. Pursuant to IAS 39, the Group documents the hedge
relationship, as well as its risk-management objective and strategy for entering
into various hedge transactions. The company also assesses, both at the hedge's
inception and on an on-going basis, whether the derivatives that are used for
hedging transactions are highly effective in offsetting changes in fair values
or cash flows of the hedged items.
The Group discontinues hedge accounting prospectively when it is determined
that the derivative is no longer highly effective, the derivative or the hedged
item expires, or is sold, terminated or exercised, or when management determines
that designation of the derivative as a hedging instrument is no longer
appropriate. When a fair value hedge is discontinued, the Group continues to
carry the derivative on balance sheet at its fair value, and no longer adjusts
the hedged item for changes in fair value. The adjustment of the carrying amount
of the hedged item is accounted for in the same manner as other components of
the carrying amount of that item. When hedge accounting for a cash flow hedge is
discontinued, the Group continues to carry the derivative on balance sheet at
its fair value and any unrealized gains and losses accumulated in shareholder's
equity are recognized immediately. When a hedge of a net investment in a foreign
entity is discontinued, the Group continues to carry the derivative on balance
sheet at its fair value and any net unrealized gain or losses accumulated in
shareholder's equity remain in shareholder's equity until the disposal of the
foreign entity.
F-24
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Pursuant to IAS 39, derivative financial instruments that do not meet the
criteria for hedge accounting are reported at fair value as financial assets or
liabilities held for trading. Gains or losses on these instruments arising from
valuation at fair value are included under trading income. This treatment is
applicable to derivatives used independently, not in connection with hedge
transactions, and for separated embedded derivatives of a hybrid financial
instrument. In contrast, derivatives used in hedge transactions are recognized
and classified as follows:
Fair value hedges: The risk of changes in the fair value of reported
assets or liabilities is hedged by a fair value hedge. Changes in the fair value
of a hedging instrument are recognized in current period income, and classified
together with the pro rata share of the profit or loss attributable to the
change in value of the hedged risk recognized in the income statement.
Cash flow hedges: Cash flow hedges reduce the exposure to variability in
cash flows that is attributable to a particular risk associated with a
recognized asset or liability or attributable to future cash flows from a firm
commitment or a forecasted transaction. Any value changes in derivative
instruments that represent an effective hedge are recorded under shareholders'
equity, and recognized in income when the offsetting gain or loss associated
with the hedged item is recognized. The ineffective part of the hedge is
recognized directly in the income statement in the current period.
Hedges of a net investment in a foreign entity: Hedge accounting may be
applied to hedge a net investment in a foreign entity. Financial instruments are
used to hedge currency risk. The proportion of gains or losses arising from
valuation of the hedging instrument, which is classified as an effective hedge,
is recognized in shareholders' equity, while the ineffective part is recognized
in the income statement.
For fair value and cash flow hedges of investment securities or loans, the
hedge instrument is classified in the same balance sheet category as the hedged
item when the hedge instrument has a positive fair value, and in Other
Liabilities when the hedge instrument has a negative fair value. For fair value
and cash flow hedges of debt issued and for hedges of a net investment in a
foreign entity, the hedge instrument is included in Other Assets or Other
Liabilities.
LOANS AND ADVANCES TO BANKS AND CUSTOMERS
Loans and advances to banks and customers originated by the Group and its
consolidated subsidiaries that are intended to be held to maturity are generally
carried at their outstanding unpaid principal balance net of the allowance for
loan losses, deferred fees and costs on origination, and unamortized premiums or
discounts. Interest revenues are accrued on the unpaid principal balance. Net
deferred fees and premiums or discounts are recorded as an adjustment of the
interest revenue yield over the lives of the related loans.
Loans are placed on non-accrual status when management determines that the
payment of principal or interest is doubtful. Management's judgment is applied
based on its credit assessment of the borrower. Non-accrual loans consist of
loans on which interest income is no longer recognized on an accrued basis, and
loans for which a specific provision is recorded for the entire amount of
accrued interest receivable. When a loan is placed on non-accrual status, any
accrued but unpaid interest previously recorded is reversed against current
period interest revenues. Loans can only be restored to accrual status when
interest and principal payments are made current (in accordance with the
contractual terms), and in management's judgment, future payments in accordance
with those terms are reasonably assured. When there is a doubt, regarding the
ultimate collectibility of the principal of a loan placed in non-accrual status,
all cash
F-25
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
receipts are applied as reductions of principal. Once the recorded principal
amount of the loan is reduced to zero, future cash receipts are recognized as
interest income.
Included in loans and advances to banks and customers are outstanding
reverse repurchase transactions. A reverse repurchase transaction involves the
purchase of securities with the simultaneous obligation to sell these securities
at a future date at an agreed-upon price. If control of the securities remains
in the Group over the entire lifetime of the transactions, the securities
concerned are included in the Group's balance sheet and are valued in accordance
with the accounting principles for trading assets or investments. Interest
income on reverse repurchase agreements is reported as interest income in the
consolidated income statement.
LOAN IMPAIRMENTS AND PROVISIONS
Impaired loans represent loans, for which, based upon current information
and events, it is probable that the Group will not be able to collect all
interest and principal amounts due in accordance with the contractual terms of
the loan agreements. Impaired loans are generally placed on non-accrual status.
The allowance for loan losses represents management's estimate of probable
losses that have occurred in the loan portfolio and other lending-related
commitments as of the date of the consolidated financial statements. The
allowance for loan losses is reported as a reduction of assets and the
provisions for contingent liabilities, such as guarantees, loan commitments and
other obligations are carried as liabilities.
To allow management to determine the appropriate level of the allowance for
loan losses, all significant counterparty relationships are periodically
reviewed. Specific allowances are established for impaired loans. The
measurement of specific loss is determined by the excess of the recorded
investment in the loan, including accrued interest, over either the present
value of the expected future cash flows, the fair value of the underlying
collateral or the market price of the loan. The country risk component is for
loan exposures in countries where there are serious doubts about the debtors'
abilities to comply with the repayment terms due to the economic or political
situations prevailing in their respective countries of domicile, that is, for
transfer and currency conversion risks. General losses (inherent losses) are
established to provide for incurred but unidentified losses that are inherent to
the loan portfolio. The amount of this allowance is determined based upon
historical loss experience and management's evaluation of the loan portfolio
under current events and economic conditions.
Amounts determined to be uncollectible are charged to the allowance or
written-off directly against the loan balance. Subsequent recoveries, if any,
are credited to the allowance. The provision for loan loss, which is charged to
income, is the amount necessary to adjust the allowance to a level determined
through the process described above.
LEASE FINANCING TRANSACTIONS
Loans and advances to customers include the Group's gross investment in
leases less unearned finance income relating to lease financing transactions for
which the Group is the lessor. The gross investment in leases is the aggregate
of the minimum lease payments and any unguaranteed residual value accruing to
the Group. Lease financing transactions include direct financing leases and
leveraged leases. The unearned finance income is amortized over the period of
the lease so as to produce a constant periodic rate of return on the net
investment outstanding in respect of the finance lease.
F-26
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
TRADING ASSETS
Trading assets consist of debt and equity securities, derivatives with
positive market values, promissory notes and precious metal holdings, which have
been acquired solely for sale in the near term. They are classified as "Held for
trading" on account of their purpose and are reported at fair value at the
balance sheet date. Changes in fair value are recognized directly in the income
statement. Exchange-traded financial instruments are valued at the exchange
prices prevailing on the last exchange trading day of the year. To determine the
market values of unlisted financial instruments, quotations of similar
instruments or other valuation models (in particular present value models or
option pricing models) are used. Creditworthiness, settlement costs and market
liquidity are also taken into account as integral components of the valuation
process. Realized gains and losses on securities are primarily calculated based
on the average cost method.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include balances with banks payable on demand,
balances with central banks, checks and cash on hand, treasury bills (to the
extent that they are not included in trading assets), and bills of exchange
which are eligible for refinancing at central banks, subject to a maximum term
of six months from the date of acquisition. Cash and cash equivalents are stated
at their face value, with holdings of foreign notes and coins valued at year-end
closing prices.
OTHER ASSETS
Other assets consist of real estate owned by the Allianz Group and used for
its own activities, equipment, accounts receivable, deferred acquisition costs,
prepaid expenses and miscellaneous assets.
REAL ESTATE OWNED BY THE ALLIANZ GROUP USED FOR ITS OWN ACTIVITIES (e.g.,
real property, and buildings, including buildings on leased land) is carried at
cost less accumulated, scheduled and unscheduled depreciation. The capitalized
cost of buildings is calculated on the basis of acquisition cost and depreciated
over a maximum of 50 years in accordance with their useful lives. Buildings
owned by the Allianz Group for its own use are depreciated on a straight-line
basis over their estimated useful lives.
EQUIPMENT is carried at cost, less accumulated depreciation. Depreciation
is generally computed using the straight-line method over the estimated useful
lives of the assets. The estimated useful life of equipment is 2 to 10 years,
except for purchased information technology equipment which is 2 to 8 years. An
impairment loss is recognized when the recoverable amounts of these assets are
less than their carrying amount. Costs for repairs and maintenance are charged
to expenses while improvements are capitalized.
RECEIVABLES are recorded at face value less any payments received or
appropriate valuation allowances.
DEFERRED POLICY ACQUISITION COSTS related to universal life, investment
products and traditional participating business that follow the contribution
principle are amortized in relation to expected gross profits or estimated gross
margins over the life of the policy. Deferred policy acquisition costs related
to other traditional life business are deferred and amortized over the premium
paying period of the policy in proportion to premium revenues. Deferred
acquisition costs include commissions paid and other costs which vary with and
are incurred in connection with the acquisition or renewal of insurance
policies.
F-27
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
All deferred policy acquisition costs are reviewed regularly to determine
if they are recoverable from future operations, including anticipated investment
income. Deferred acquisition costs which are not deemed to be recoverable, are
charged to income.
SECURITIES BORROWING AND LENDING
The Group enters into securities borrowing and lending transactions on
behalf of its customers and to fulfill its own obligations to deliver or take
delivery of securities and to maximize returns on the investment-portfolios of
the insurance companies. Such transactions involve the transfer of securities
from one market participant (lender) to a counterparty (borrower), for a certain
period of time. If the lender retains control, the lender continues to report
the securities involved on its balance sheet, whereas borrowed securities are
not reported. Securities borrowed and securities loaned are recorded at the
amount of cash advanced and received, respectively, and are collateralized
primarily by equity and fixed income securities. Securities borrowed
transactions generally require the Group to deposit cash collateral with the
securities lender. In a securities loaned transaction, the Group generally
receives cash collateral in an amount equal to or in excess of the market value
of the securities loaned. The Group monitors the fair value of securities
borrowed and securities loaned and additional collateral is obtained if
necessary. Income and expenses from securities borrowing and lending
transactions are recognized on an accrual basis and reported under "Interest and
similar income" or "Interest and similar expenses".
In cases where securities lending transactions are combined with forward
contracts with the same counterparty ("structured securities lending
transactions"), both the securities lending transaction and derivative
instrument are considered collectively in assessing whether the Group has
surrendered of the securities, resulting in the derecognition of securities.
Upon derecognition, gains and losses are recognized as the difference between
the value of consideration received and the carrying value of the securities.
ASSET SECURITIZATIONS
The Group transfers financial assets to certain special purpose entities in
revolving securitizations of commercial mortgage or other loan portfolios. The
Group consolidates these special purpose entities as the Group continues to
control the financial assets transferred and retains the servicing of such
loans.
LEASES
Property and equipment holdings are used by the Group under operating
leases, whereby the risks and benefits relating to ownership of the assets
remain with the lessor, and are not recorded on our balance sheet. Payments made
under operating leases to the lessor are charged to administrative expenses
using the straight-line method over the period of the lease. When an operating
lease is terminated before the lease period has expired, any penalty is
recognized in full as an expense at the time when such termination takes place.
SUPPLEMENTARY INFORMATION ON EQUITY AND LIABILITIES
SHAREHOLDERS' EQUITY
Treasury stock held by the Group is stated as shares held by the company.
These shares are deducted from shareholders' equity at cost. Gains and losses
arising from trading in treasury stock held by the company are added to revenue
reserves after income tax has been deducted.
F-28
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
COMPREHENSIVE INCOME is defined as the change in equity of an entity
excluding transactions with shareholders such as the issuance of common or
preferred shares, payment of dividends and purchase of treasury shares.
Comprehensive income has two major components: net income, as reported in the
Consolidated Income Statement, and other comprehensive income. Other
comprehensive income includes such items as unrealized gains and losses on
foreign currency translation, securities available for sale, and derivatives
involved in hedging relationships net of applicable deferred income taxes. It
also includes, where applicable, adjustments to insurance policyholder
liabilities and deferred acquisition costs. Comprehensive income does not
include changes in the fair value of non-marketable securities and other assets
generally carried at cost.
INSURANCE RESERVES
Insurance reserves include unearned premiums, the aggregate policy
reserves, reserves for loss and loss adjustment expenses, and other insurance
reserves. Premiums written attributable to income of future years are accrued in
unearned premiums. These premiums are distributed to the current fiscal year and
subsequent years in relation to the exact risk coverage period. However, if
there is no proportionality between risk and premium, account must be taken of
the varying development of risk over time.
Unearned premiums for reinsurance business assumed are generally based on
the calculations of the cedant.
The AGGREGATE POLICY RESERVE for traditional life insurance products,
including the reserve for advancing age in health insurance, is based on
actuarial principles and is calculated using the present value of future
benefits less the present value of future net premiums. Reserves for traditional
participating insurance products that follow the contribution principle are
computed based on assumptions for mortality and interest that are guaranteed in
the contracts or are used in determining dividends. Reserves for other
traditional life insurance products are determined using Group experience as to
mortality, morbidity, lapses, and interest rates, with a provision for adverse
deviation. The Group may vary assumptions by year of policy issue.
The aggregate policy reserve for financial and investment products is equal
to the account value. Account values are not actuarially determined. Rather,
account values are equal to the premium received and interest credited to the
policy less deductions for mortality costs and expense charges assessed against
the policyholder. Mortality costs and expense charges are established by the
Group based upon its experience and cost structure and in accordance with policy
terms.
The Group's life insurance subsidiaries offer a wide range of traditional
life insurance, financial and investment products. Traditional life insurance
products consist of both short and long duration policies with participating and
non-participating features. Short duration traditional life insurance products
include term, accident and health contracts. Long duration traditional life
insurance products include individual and group whole-life, endowment,
guaranteed renewable term and accident and health, and annuity contracts.
Financial and investment products consist of universal life, unit-linked
products (variable annuities), single premium annuity, and guaranteed investment
contracts.
The calculation of aggregate policy reserves is in compliance with various
U.S. Financial Accounting Standards (FAS), such as FAS 60, FAS 97, and FAS 120.
The calculation of aggregate policy reserves depends on the extent to which
policyholders benefit from any surpluses earned on insurance policies. The
assumptions on which the calculation is based vary,
F-29
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
particularly with regard to mortality, morbidity, interest rates and the
treatment of acquisition costs. A distinction is drawn between the following
situations:
-- policyholders participate in surpluses in the same proportion as their
policies have contributed to these surpluses. Policyholders do not
participate in losses. This is referred to as the contribution
principle. Assumptions in this case are conservative and contractually
agreed, so there is a strong probability that surpluses will arise, most
of which have to be distributed to policyholders. Acquisition costs are
deferred over the term of the policies in the same proportion as the
surpluses in individual years contribute to the surplus on the portfolio
concerned.
-- policyholders participate in a surplus on the basis of a mechanical or
non-contributory system, and policyholders are guaranteed fixed benefits
and do not participate in any profits. All other benefits and risks are
carried by the insurer. Assumptions in these cases, including provisions
for adverse deviations, are used which are based on values at the time
when the policy is taken out. In health insurance the insurer has the
option of adjusting premiums when the assumptions change. Acquisition
costs are also recognized over the terms of these policies, but in the
same proportion as premiums written for the year concerned compared to
the total premium income.
-- policyholders carry not only the investment risk and corresponding
opportunities for benefit, but also any losses (e. g. unit-linked
insurance policies). The aggregate reserve for these policies is shown
under a separate liability heading "Insurance reserves for life
insurance where the investment risk is carried by policyholders." In
this case, the aggregate reserve is not calculated actuarially, but
rather it moves in line with the value of the related investments.
-- policyholders are entitled, within certain limits, to vary the level of
premium payments, and the life insurance enterprise does not generally
give any contractual guarantees about minimum rate of return or the
level of management fees (e. g. universal life policies). In this case,
the aggregate reserve is not calculated actuarially, but rather it moves
in line with the policyholders' account balances.
The interest rate assumptions were as follows:
POLICIES USING THE OTHER
CONTRIBUTION PRINCIPLE POLICIES
---------------------- --------
Aggregate policy reserves................................ 3-4% 3-7%
Deferred acquisition costs............................... 5-6% 5-7%
Acquistion costs are deferred over the term of the policies in the same
proportion as the surpluses in individual years contribute to the surplus on the
portfolio concerned.
THE RESERVE FOR LOSS AND LOSS ADJUSTMENT EXPENSES is for future payment
obligations under insurance claims, where normally either the amount of benefits
to be paid or the date when payments are to be made is not yet fixed. The
reserve for loss and loss adjustment expenses is calculated at the estimated
amount considered necessary to settle claims in full. It is calculated using
recognized actuarial methods. Unusual cases are calculated on an individual
basis. Past experience is taken into account as well as current and future
anticipated social and economic factors. With the exception of claims for which
annuity reserves have been established, claim reserves are not discounted. The
necessary estimates may mean that the payment obligations calculated may differ
from the ultimate costs.
F-30
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The reserve for loss and loss adjustment expenses includes:
- claims reported at the balance sheet date
- claims incurred but not yet reported at the balance sheet date
- claims settlement expenses.
There is no adequate statistical data available for some risk exposures in
liability insurance, such as environmental and asbestos claims and large-scale
individual claims, because some aspects of these types of claims are still
evolving. Appropriate provision has been made for such cases following an
analysis of the portfolios in which such risks occur.
OTHER INSURANCE RESERVES include the reserve for premium refunds. This item
includes experience-rated and other premium refunds in favor of policyholders.
The reserve for premium refunds includes the amounts allocated under the
relevant local statutory or contractual regulations to the accounts of the
policyholders and the amounts resulting from the differences between these IFRS
based financial statements and the local financial statements (latent reserve
for premium refunds), which will reverse and enter into future deferred profit
sharing calculations. These differences are recognized on a future accrual basis
and reported in profit participation accounts.
Unrealized gains and losses in connection with the valuation of investments
are recognized in the latent reserve for premium refunds to the extent that the
policyholder will participate in such gains and losses on the basis of statutory
or contractual regulations when they are realized.
The profit participation allocated to participating policyholders or paid
out to them reduces the reserve. Any dividends allocated or paid out over and
above the reserve are recorded in operating expenses.
Methods and corresponding percentages for participation in profits by the
policyholders are set out below for the most significant countries:
COUNTRY METHOD PERCENTAGE
------- ------- ----------
Germany:
Life...................................................... Minimum 90%
Health.................................................... Minimum 80%
France-Life................................................. Minimum 85%
Italy-Life.................................................. Minimum 85%
Other insurance reserves also include the premium deficiency reserve which
is calculated individually for each insurance portfolio on the basis of
estimates of future claims, costs, premiums earned and proportionate investment
income. For short duration contracts, a premium deficiency is recognized if the
sum of unexpected claim costs, claim adjustment expenses, expected dividends to
policyholders, unamortized acquisition costs, and maintenance expenses exceeds
related unearned premiums while considering anticipated investment income. For
long duration contracts, if actual experience regarding investment yields,
mortality, morbidity, terminations or expense indicate that existing contract
liabilities, along with the present value of future gross premiums, will not be
sufficient to cover the present value of future benefits and to recover
unamortized acquisition costs, then a premium deficiency is recognized.
F-31
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
REINSURANCE
Reinsurance premiums ceded and reinsurance recoveries on benefits and
claims incurred are deducted from the respective income and expense accounts.
Assets and liabilities related to reinsurance ceded are reported on a gross
basis. Prepaid reinsurance represents the ceded portion of unearned premiums.
Amounts recoverable from reinsurers are estimated in a manner consistent with
the claim liability associated with the reinsured risks. Accordingly, revenues
and expenses related to reinsurance agreements are recognized consistent with
the underlying risk of the business reinsured.
LIABILITIES TO BANKS AND CUSTOMERS AND CERTIFICATED LIABILITIES
Interest-bearing liabilities are accounted for at their nominal value,
e.g., at the amount to be repaid. Where liabilities are entered into subject to
a discount, such discounts are reported as prepaid expenses and amortized over
the life of the respective liabilities, using the effective yield method.
Non-interest-bearing liabilities such as zero-coupon bonds are valued at their
present value on initial recognition and written up in accordance with the
effective yield method at the contracted interest rate. Costs relating to the
issuance of debt securities, such as fees relating to placement, underwriting
commitments, subscription, management or syndication are recognized in the year
that they are incurred, and are reported in "Other expenses".
Liabilities to banks and customers also include repurchase ("repo")
transactions. Repo transactions involves the sale of securities by the Group to
a counterparty, subject to the simultaneous agreement to repurchase these
securities at a certain later date, at an agreed price. If control of the
securities remains in the Group over the entire lifetime of the transactions,
the securities concerned are retained in the Group's balance sheet and are
valued in accordance with the accounting principles for trading assets or
investments. The proceeds of the sale are reported under "Liabilities to banks"
or "Liabilities to customers" as appropriate.
Interest expenses from repos are reported as Interest and similar expenses
in the consolidated income statement.
TRADING LIABILITIES
Trading liabilities primarily include derivatives with negative market
values and obligations to deliver assets arising from short sales of securities,
which are carried out in order to benefit from short-term price fluctuations.
The securities required to close out short sales are obtained through securities
borrowing or repurchase agreements. These liabilities are valued the same as
trading assets.
OTHER ACCRUED LIABILITIES
Pension and similar reserves are calculated taking local circumstances into
account as well as current mortality, morbidity and employee turnover
projections. Expected future trends in salaries and wages, retirement rates and
pension increases are also taken into account. The notional interest rate used
is based on the rate for long-term, highly rated corporate or government bonds.
Accrued taxes are calculated in accordance with relevant local tax
regulations.
Miscellaneous accrued liabilities primarily include reserves for
restructuring, for anticipated losses arising from non-insurance business, for
litigation, for employees (e.g., early retirement,
F-32
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
phased retirement, employee awards for long service, and vacation) and agents
(e.g., unpaid commissions).
OTHER LIABILITIES
Other liabilities include funds held under reinsurance business ceded,
accounts payable on direct insurance business, accounts payable on reinsurance
business, and miscellaneous liabilities. These are reported at the redemption
value.
DEFERRED TAXES
The calculation of deferred tax is based on temporary differences between
the carrying amounts of assets or liabilities in the published balance sheet and
their tax bases, and on differences arising from the application of uniform
valuation policies for consolidation purposes. The tax rates used for the
calculation of deferred taxes are the local rates applicable in the countries
concerned; changes to tax rates already adopted prior to or as of the balance
sheet date are taken into account.
PREMIUMS
Property-casualty insurance premiums are recognized as revenues over the
period of the contract in proportion to the amount of insurance protection
provided. Unearned premiums are calculated separately for each individual policy
to cover the unexpired portion of written premiums.
Health insurance premiums for long duration contracts such as
non-cancelable and guaranteed renewable contracts that are expected to remain in
force over an extended period of time are recognized as earned when due.
Premiums for short duration health insurance contracts are recognized as
revenues over the period of the contract in proportion to the amount of
insurance protection provided. Unearned premiums are calculated separately for
each individual policy to cover the unexpired portion of written premiums.
In the case of premiums for life insurance products where the policyholder
carries the investment risk (e.g., variable annuities), only those parts of the
premiums used to cover the risks insured and costs involved are treated as
premium income.
Life insurance premiums on traditional life insurance policies are
recognized as earned when due. Premiums on short duration life insurance
policies are recognized as revenues over the period of the contract in
proportion to the amount of insurance protection provided. Unearned premiums are
calculated separately for each individual policy to cover the unexpired portion
of written premiums. Benefits and expenses are provided against such revenues to
recognize profits over the estimated life of the policies.
Revenues for financial and investment policies, such as universal life and
variable annuity contracts, represent charges assessed against the
policyholders' account balance for the cost of insurance, surrenders and policy
administration and are included with premiums earned on the income statement.
Benefits charged to expense include benefit claims incurred during the period in
excess of policy account balances and interest credited to policy account
balances.
INTEREST AND SIMILAR INCOME/EXPENSES
Interest income and interest expenses are recognized on an accrual basis.
Interest income from lending business is recognized using the effective yield
method. This item also includes
F-33
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
dividends from available for sale equity securities and interest recognized on
finance leases. Dividends are recognized in income when earned. Interest on
finance leases is recognized in interest income over the term of the respective
lease so that a constant period yield based on the net investment is attained.
TRADING INCOME
Trading income comprises all realized and unrealized gains and losses from
trading assets and trading liabilities. In addition, commissions and all
interest and all dividend income attributable to trading operations and related
refinancing costs are included in trading income.
FEE AND COMMISSION INCOME AND EXPENSES
Interest income and interest expenses are recognized on an accrual basis.
Reporting of current income includes interest, dividends from equity securities,
the share of net income from enterprises accounted for using the equity method,
dividend income from investments in affiliated enterprises and participations,
and interest recognized on finance leases. Dividends are recognized in income
when received. Interest on finance leases is recognized in interest income over
the term of the respective lease so that a constant yield based on the net
investment is attained.
In addition to traditional commission income received on security
transactions, fee and commission income in the securities business also includes
commissions received in relation to private placements, syndicated loans and
financial advisory services. Other fees reflect commissions received for trust
and custody services, for the brokerage of insurance policies, credit cards,
home loans and savings contracts and real estate. Fee and commission income is
recognized in banking business when the corresponding service is provided.
TRUSTEE BUSINESS
Assets and liabilities held by the Group in its own name, but for the
account of third parties, are not reported in the balance sheet. Commissions
received from such business are shown as "Fee and commission income" in the
income statement.
CONSOLIDATED CASH FLOW STATEMENT
The consolidated statement of cash flows shows the structure of and changes
in cash and cash equivalents of Allianz Group during the financial year from the
cash flows arising from operating activities, investing activities and financing
activities. The cash flows from investing activities primarily comprise of
changes in investment securities (such as securities available for sale or held
to maturity). Financing activities include all cash flows from transactions
involving equity capital, participation certificates and subordinated
liabilities. Cash flows from operating activities contain all other activities,
which belong to the principal revenue-generating activities.
EQUITY REMUNERATION PLANS
The Group has elected to account for its share awards (stock appreciation
rights) under the intrinsic value-based method of accounting prescribed by
Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to
Employees as permitted by Statement 123, Accounting for Stock Based
Compensation. Under the intrinsic value-based method, compensation expense is
the excess, if any, of the quoted market price of the underlying shares at the
balance sheet date over the reference price at the grant date. Compensation
expense is recorded over a period in
F-34
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
which employees perform services to which the awards relate. An increase or
decrease in market price of the underlying shares results in a corresponding
change in compensation expense. Compensation expense is reversed in the period
an award is forfeited.
The following table illustrates the pro forma effect on net income (loss)
and earnings per share for each period indicated as if the Group applied the
fair value recognition provisions of Statement 123 to its equity remuneration
plans. See Note 44 for a description of the method and fair value assumptions
used in estimating the fair value of options.
YEAR ENDED DECEMBER 31
----------------------------
2002 2001 2000
-------- ------- -------
(E IN MILLIONS)
Net income, as reported............................... E (1,229) E 1,585 E 3,448
Add: Share-based compensation expense included in
reported net income, net of related tax effects..... 67 65 33
Deduct: Share-based compensation expense determined
under fair value method for all awards, net of
related tax effects................................. 68 69 35
-------- ------- -------
Pro forma net income (loss)........................... E (1,230) E 1,581 E 3,446
======== ======= =======
Earnings (loss) per share:
Basic-as reported................................... E (5.06) E 6.51 E 14.05
Basic-pro forma..................................... E (5.07) E 6.49 E 14.04
Diluted-as reported................................. E (5.06) E 6.51 E 14.05
Diluted-pro forma................................... E (5.07) E 6.49 E 14.04
SEGMENT REPORTING
Information on segments is reported separately in the consolidated
financial statements. Segment information has been prepared on the basis of the
accounting regulations used to prepare the consolidated financial statements as
a whole. In determining the segments of the Group, management evaluates the
organization of the Group, the revenue generating activities of the Group, the
Group's internal management reporting process and the level of financial
information available and utilized by the Management Board in reviewing
performance.
As a result of the Group's worldwide organization, the business activities
of the Group are first segregated by product and type of service: insurance
activities, banking activities and asset management activities. Due to
differences in the nature of products, risks and capital allocation, insurance
activities are further divided between property-casualty and life/health
categories. Thus, the operating segments are structured as Property-Casualty,
Life/Health, Banking, and Asset Management. The Group does not aggregate
separate operating segments.
Based on various legal, regulatory and other operational issues associated
with operating entities in jurisdictions worldwide, the segments of the Group
are also further analyzed by geographical areas or regions in a matrix that
comprises a number of profit and service-center segments. This geographic
analysis is performed to provide further understanding of trends and results
underlying the segment data.
Property-Casualty: The Group's property-casualty segment provides
automobile, homeowners, liability, travel and other personal lines products.
Additionally, the Group provides commercial and industrial coverages to business
enterprises of all sizes.
F-35
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Life/Health: The Group's life/health segment provides endowment, fixed and
variable annuities and traditional life insurance and a wide range of health,
disability and related coverages to individual insureds. Additionally, the Group
offers group life, group health and pension products to employers.
Banking: The Group's banking segment provides traditional commercial
banking products and services such as deposit-taking, lending (including
mortgage lending), cash management and transaction banking, as well as corporate
finance advisory services, mergers and acquisitions advisory services, capital
and money market services, securities underwriting and securities trading and
derivatives business on its own account and for its customers.
Asset Management: The Group's asset management segment provides equity,
fixed income, money market, sector, geographic and a variety of other products
and alternative investment vehicles to retail and institutional customers.
SUPPLEMENTARY INFORMATION ON GROUP ASSETS
(5) INTANGIBLE ASSETS
Intangible assets for the years ended December 31, were:
2002 2001
E(MN) E(MN)
------ ------
Goodwill.................................................... 13,786 12,649
Other intangible assets..................................... 4,487 4,262
------ ------
Total....................................................... 18,273 16,911
====== ======
GOODWILL
Changes in goodwill for the years ended December 31:
2002 2001 2000
E(MN) E(MN) E(MN)
------ ------ ------
Gross amount capitalized as of beginning of year......... 14,963 8,899 5,306
Accumulated amortization as of beginning of year......... (2,314) (1,506) (1,010)
------ ------ ------
Value stated as of beginning of year..................... 12,649 7,393 4,296
Translation differences.................................. (532) 134 35
------ ------ ------
Value stated as of beginning of year..................... 12,117 7,527 4,331
Reclassification......................................... (228) 350 --
Additions................................................ 3,059 5,580 3,557
Amortization............................................. (1,162) (808) (495)
------ ------ ------
Value stated as of end of year........................... 13,786 12,649 7,393
Accumulated amortization as of end of year............... 3,476 2,314 1,506
------ ------ ------
Gross amount capitalized as of end of year............... 17,262 14,963 8,899
====== ====== ======
Intangible assets amortization expense is estimated to be E823 million in
2003, E803 million in 2004, E690 million in 2005, E187 million in 2006, and E173
million in 2007.
F-36
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The reclassification in 2002 represents the goodwill in associated
companies, which beginning in 2002, is recognized as part of the interest in
associated companies. This reclassification comprises the following:
-- E181 million Munchner Ruckversicherungs-AG,
-- E47 million AV Packaging GmbH and Schmalbach-Lubeca AG.
Major additions in 2002 include the following:
-- E138 million from the acquisition of a 99.1% interest in Slovenska
poist'ovna a.s., Bratislava;
-- E2,002 million from the increase of the interest in Dresdner Bank AG,
Frankfurt/Main, by 21.5% to 100%;
-- E633 million from the increase of the interest in Allianz
Lebensversicherungs-AG, Stuttgart, by 40.5% to 91.0%;
-- E94 million from the increase of the interest in Bayerische
Versicherungsbank AG, Munich, by 45.0% to 90.0%;
-- E57 million from the increase of the interest in Frankfurter
Versicherungs-AG, Frankfurt/Main, by 50.0% to 100.0%.
The reclassification in 2001 relates to the interest of the Group in the
goodwill shown in the balance sheet of Dresdner Bank prior to acquisition of the
majority shareholding on July 23, 2001.
Amortization of goodwill is shown separately in the income statement under
item 13. There were no write-downs of goodwill in 2002, 2001 or 2000.
SOFTWARE
The following table presents changes in capitalized software during the
years ended December 31:
2002 2001 2000
E(MN) E(MN) E(MN)
------ ----- -----
Gross amount capitalized as of beginning of year........... 2,439 1,356 1,086
Accumulated amortization as of beginning of year........... (1,003) (762) (572)
------ ----- -----
Valuation stated as of beginning of year................... 1,436 594 514
Translation differences.................................... (19) 6 6
------ ----- -----
Value stated as of beginning of year....................... 1,417 600 520
Additions.................................................. 497 491 320
Changes in the group of consolidated companies............. (68) 612 14
Disposals.................................................. (157) (26) (59)
Amortization charge........................................ (408) (241) (201)
------ ----- -----
Value stated as of end of year............................. 1,281 1,436 594
Accumulated amortization as of end of year................. 1,411 1,003 762
------ ----- -----
Gross amount capitalized as of end of year................. 2,692 2,439 1,356
====== ===== =====
F-37
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The balance sheet value amounting to E1,281 million at December 31, 2002
(2001: E1,436 million) includes E630 million (2001: E619 million) for software
developed in-house and E651 million (2001: E817 million) for software purchased
from third parties. Software is amortized according to its useful life with a
maximum of five years.
CAPITALIZED VALUE OF LIFE/HEALTH INSURANCE PORTFOLIOS
The following table presents changes in the capitalized value of life and
health insurance portfolios during the years ended December 31:
2002 2001 2000
E(MN) E(MN) E(MN)
----- ----- -----
Gross amount capitalized as of beginning of year............ 1,999 1,975 1,900
Accumulated amortization as of beginning of year............ (625) (457) (192)
----- ----- -----
Value stated as of beginning of year........................ 1,374 1,518 1,708
Translation differences..................................... (25) 13 21
----- ----- -----
Value stated as of beginning of year........................ 1,349 1,531 1,729
Additions................................................... 645 11 114
Amortization charge......................................... (226) (168) (325)
----- ----- -----
Value stated as of end of year.............................. 1,768 1,374 1,518
Accumulated amortization as of end of year.................. 851 625 457
----- ----- -----
Gross amount capitalized as of end of year.................. 2,619 1,999 1,975
===== ===== =====
The capitalized value of life/health insurance portfolios was determined
using discount rates ranging from 12.0% to 15.0%. Interest rates between 3.5%
and 8.5% were applied for interest not yet due.
The additions under capitalized value of life insurance portfolios in 2002
include primarily the amount of E525 million relating to an increase of
ownership interest from 40.5% to 91.0% in Allianz Lebensversicherungs-AG,
Stuttgart, and in 2001 to first-time consolidation of the subsidiary Malaysia
British Assurance Life, Kuala Lumpur. Major additions in 2000 relate to first-
time consolidation of the subsidiary Life ZA Leven, Nieuwegein.
Amortization of the capitalized value of life/health insurance portfolios
net of interest accrued is included in acquisition costs and administrative
expenses. The amount of interest accrued on the amortized present value of
future profits in 2002 is E78 million (2001: E99 million and 2000: E119
million).
Amortization in 2000 includes a E132 million write-down of present value of
future profit for Allianz First Life Insurance Company Limited, Seoul due to
changing conditions in the capital market.
The percentage of the capitalized value as of December 31, 2002 that is
expected to be amortized in 2003 is 8.1% (7.3% in 2004, 6.5% in 2005, 5.5% in
2006, and 4.9% in 2007).
Other intangible assets also include capitalized loyalty bonuses for senior
management of the PIMCO Group, Delaware, amounting to E329 million at December
31, 2002 (2001: E574 million), which are amortized on a straight-line basis over
five years.
During 2001, assets of E659 million were recognized for the value of the
brand names "Dresdner Bank" and "dit" (Deutscher Investment-Trust), and these
are amortized on a
F-38
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
straight-line basis over 20 years. The purchase of additional shares of Dresdner
Bank AG in 2002 increased the carrying amount of the brand names by E224
million. After write-offs of E39 million (2001: E15 million) in the fiscal year,
the carrying amount of the brand names at balance sheet date amounted to E829
million (2001: E644 million).
(6) INVESTMENTS IN AFFILIATED ENTERPRISES, JOINT VENTURES AND ASSOCIATED
ENTERPRISES
The following represents the Group's investments in affiliated enterprises,
joint ventures and associated enterprises as of December 31:
2002 2001
E(MN) E(MN)
------ ------
Affiliated enterprises...................................... 939 870
Joint ventures.............................................. 22 105
Associated enterprises...................................... 10,384 9,272
------ ------
Total stated value................................ 11,345 10,247
====== ======
Total market value................................ 15,013 24,134
====== ======
The market value is primarily based on stock exchange quotations.
The amount of investments in affiliated enterprises, joint ventures and
associated enterprises that relates to banks was E4,349 million (2001: E2,079
million).
The following information relates to the affiliated enterprises, joint
ventures and associated enterprises of the Group at December 31, 2002, which are
listed in Note 46, Selected Subsidiaries and Other Holdings, under the heading
Associated enterprises.
BALANCE SHEET:
2002 2001
E(MN) E(MN)
------- -------
Accounts receivable......................................... 18,035 17,857
Loans and advances to banks and customers................... 188,007 6,641
Financial investments....................................... 202,914 168,809
Inventories................................................. 4,945 1,259
Land/building............................................... 12,234 12,353
Cash and cash equivalents................................... 4,050 2,886
Other assets................................................ 41,546 17,724
------- -------
Total assets...................................... 471,731 227,529
======= =======
Deposits.................................................... 72,141 --
Insurance reserves.......................................... 154,445 140,843
Loans and financial liabilities............................. 156,442 13,150
Accounts payable............................................ 9,529 422
Other liabilities........................................... 47,899 37,895
Minority interest........................................... 748 2,162
Equity...................................................... 30,527 33,057
------- -------
Total liabilities and equity...................... 471,731 227,529
======= =======
F-39
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
INCOME STATEMENT:
2002 2001 2000
E(MN) E(MN) E(MN)
------ ------ ------
Earned premium........................................... 33,239 30,220 28,347
Interest income.......................................... 3,353 10,046 17,452
Other investment income.................................. 18,865 15,415 12,721
Sales.................................................... 15,029 8,413 4,262
Other revenue............................................ 2,354 4,747 7,873
------ ------ ------
Total revenue.................................. 72,840 68,841 70,655
Claims/benefit expenses.................................. 30,725 29,174 28,352
Acquisition costs........................................ 6,919 6,718 6,177
Interest expenses........................................ 3,491 7,894 13,153
Other investment expenses................................ 9,616 3,592 538
Cost and goods sold...................................... 6,618 4,237 1,560
Other expenses........................................... 11,818 11,794 15,928
------ ------ ------
Total expenses................................. 69,187 63,409 65,708
------ ------ ------
Taxes (benefit).......................................... (1,131) 1,137 1,220
Minority interest........................................ (34) 174 184
------ ------ ------
Net income (after taxes)....................... 4,818 4,121 3,543
====== ====== ======
(7) INVESTMENTS
Investments comprise the following:
2002 2001
E(MN) E(MN)
------- -------
Securities held to maturity................................. 6,533 7,688
Securities available for sale............................... 265,997 322,192
Real estate used by third parties........................... 10,747 12,004
Funds held by others under reinsurance contracts assumed.... 2,063 3,418
------- -------
Total............................................. 285,340 345,302
======= =======
F-40
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
SECURITIES HELD TO MATURITY
The following tables present amortized cost, fair value and unrealized
gains and losses for securities held to maturity:
AS OF DECEMBER 31, 2002
-------------------------------------------
AMORTIZED UNREALIZED UNREALIZED FAIR
COST GAINS LOSSES VALUE
E(MN) E(MN) E(MN) E(MN)
--------- ---------- ---------- -----
Government and government agency bonds:
Germany................................ 553 13 -- 566
France................................. 873 10 -- 883
Italy.................................. 326 14 -- 340
Mexico................................. 263 12 -- 275
Other.................................. 269 13 -- 282
----- --- -- -----
2,284 62 -- 2,346
Corporate bonds............................. 2,301 87 -- 2,388
Other....................................... 1,948 79 -- 2,027
----- --- -- -----
Total............................. 6,533 228 -- 6,761
===== === == =====
AS OF DECEMBER 31, 2001
-------------------------------------------
------------------
AMORTIZED UNREALIZED UNREALIZED FAIR
COST GAINS LOSSES VALUE
E(MN) E(MN) E(MN) E(MN)
--------- ---------- ---------- -----
Government and government agency bonds:
Germany................................ 684 11 8 687
France................................. 760 -- 9 751
Other.................................. 1,378 1 17 1,362
----- --- --- -----
2,822 12 34 2,800
Corporate bonds............................. 2,094 58 28 2,124
Corporate mortgage-backed securities........ 225 2 7 220
----- --- --- -----
2,319 60 35 2,344
Other....................................... 2,547 149 33 2,663
----- --- --- -----
Total............................. 7,688 221 102 7,807
===== === === =====
The fair value of individual securities can fall temporarily below their
carrying value, but, provided there is no risk resulting from changes in
financial standing, such securities are not written down in value. Write-downs
(impairment) on securities held to maturity totaled E31 million (2001: E35
million and 2000: E2 million).
F-41
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
SECURITIES AVAILABLE FOR SALE
The following tables present amortized cost, fair value and unrealized
gains and losses for securities available for sale:
AS OF DECEMBER 31, 2002
---------------------------------------------
AMORTIZED UNREALIZED UNREALIZED FAIR
COST GAINS LOSSES VALUE
E(MN) E(MN) E(MN) E(MN)
--------- ---------- ---------- -------
Fixed Maturities:
Government and agency mortgage-backed securities
(residential and commercial)................... 10,005 329 2 10,332
Corporate mortgage-backed securities (residential
and commercial)................................ 3,288 175 12 3,451
Other asset-backed securities.................... 1,762 77 1 1,838
Government and agency bonds:
Germany..................................... 46,325 2,407 25 48,707
Austria..................................... 2,618 135 3 2,750
France...................................... 10,465 669 10 11,124
United States............................... 5,531 214 6 5,739
United Kingdom.............................. 1,584 72 -- 1,656
Italy....................................... 22,391 895 8 23,278
Switzerland................................. 2,021 121 1 2,141
Spain....................................... 5,971 467 10 6,428
Belgium..................................... 2,302 130 2 2,430
Korea....................................... 2,078 75 -- 2,153
Others...................................... 9,622 458 39 10,041
------- ------ ------ -------
Sub-total................................. 125,963 6,224 119 132,068
Corporate bonds............................. 76,303 3,475 313 79,465
------- ------ ------ -------
Total fixed maturities......................... 202,266 9,699 432 211,533
Equity securities.............................. 53,045 5,193 10,067 48,171
Other.......................................... 6,061 256 24 6,293
------- ------ ------ -------
Total.................................. 261,372 15,148 10,523 265,997
======= ====== ====== =======
F-42
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
AS OF DECEMBER 31, 2001
---------------------------------------------
AMORTIZED UNREALIZED UNREALIZED FAIR
COST GAINS LOSSES VALUE
E(MN) E(MN) E(MN) E(MN)
--------- ---------- ---------- -------
Fixed Maturities:
Government and agency mortgage-backed securities
(residential and commercial)................... 2,566 51 19 2,598
Corporate mortgage-backed securities (residential
& commercial).................................. 1,212 49 4 1,257
Other asset-backed securities.................... 4,275 105 6 4,374
Government and government agency bonds:
Germany..................................... 53,695 1,601 392 54,904
Austria..................................... 964 23 10 977
France...................................... 10,090 413 310 10,193
United States............................... 6,805 110 25 6,890
United Kingdom.............................. 1,200 44 3 1,241
Italy....................................... 14,425 315 97 14,643
Switzerland................................. 2,110 25 14 2,121
Spain....................................... 5,001 330 125 5,206
Belgium..................................... 2,256 73 34 2,295
Korea....................................... 2,027 40 1 2,066
Other....................................... 9,021 248 109 9,160
------- ------ ----- -------
115,647 3,427 1,149 117,925
Corporate bonds................................ 83,240 2,500 640 85,100
------- ------ ----- -------
Total fixed maturities......................... 198,887 5,927 1,789 203,025
Equity securities.............................. 69,995 17,069 5,601 81,463
Other.......................................... 36,763 941 -- 37,704
------- ------ ----- -------
Total.................................. 305,645 23,937 7,390 322,192
======= ====== ===== =======
F-43
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The following table presents proceeds of sale, gross realized gains, and
gross realized losses of securities available for sale for the years ended
December 31:
2002 2001 2000
E(MN) E(MN) E(MN)
------- ------- ------
PROCEEDS OF SALES
Government bonds....................................... 50,063 43,724 27,175
Corporate bonds........................................ 22,451 21,690 12,193
Equity securities...................................... 39,371 37,844 33,656
Other.................................................. 3,289 7,404 6,664
------- ------- ------
Total........................................ 115,174 110,662 79,688
======= ======= ======
GROSS REALIZED GAINS
Government bonds....................................... 1,040 768 701
Corporate bonds........................................ 768 238 162
Equity securities...................................... 6,124 6,632 9,546
Other.................................................. 40 100 174
------- ------- ------
Total........................................ 7,972 7,738 10,583
======= ======= ======
GROSS REALIZED LOSSES
Government bonds....................................... 354 295 651
Corporate bonds........................................ 487 363 529
Equity securities...................................... 7,210 6,153 2,654
Other.................................................. 12 77 155
------- ------- ------
Total........................................ 8,063 6,888 3,989
======= ======= ======
Realized gains and losses are generally determined by applying the average
cost method.
Investment strategy within the Group is primarily geared to the long-term.
Forward sale agreements and securities lending are used to hedge unrealized
gains.
Write-downs (impairments) on securities available for sale totaled E5,523
million (2001: E1,507 million and 2000: E411 million).
The amortized cost and estimated market values of fixed maturity and other
securities available for sale and held to maturity as of December 31, 2002, by
contractual maturity, are as follows:
AVAILABLE FOR SALE HELD TO MATURITY
------------------- ------------------
AMORTIZED MARKET AMORTIZED MARKET
COST VALUES COST VALUES
E(MN) E(MN) E(MN) E(MN)
--------- ------- --------- ------
Contractual term to maturity:
Due in 1 year or less...................... 18,614 21,091 1,505 1,558
Due after 1 year and in less than 5
years................................... 87,375 79,500 1,341 1,409
Due after 5 years and in less than 10
years................................... 70,698 90,113 2,626 2,662
Due after 10 years......................... 31,640 27,122 1,061 1,132
------- ------- ----- -----
Total.............................. 208,327 217,826 6,533 6,761
======= ======= ===== =====
F-44
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Actual maturities may deviate from the contractually defined maturities,
because certain security holders/borrowers have the right to call or repay
certain obligations ahead of schedule, with or without redemption or early
repayment penalties.
SECURITIES LENDING
Certain entities within the Group participate in securities lending
arrangements whereby specific securities are loaned to other institutions for
short periods of time. The Group had E20,396 million of loaned securities
outstanding as of December 31, 2002 (2001: E1,845 million).
REAL ESTATE USED BY THIRD PARTIES
The capitalized cost of buildings is depreciated over a maximum of 50 years
in accordance with their useful lives. The gross capitalized values totaled
E14,545 million at the beginning of the year and E13,621 million at the end of
the year. Accumulated depreciation was E2,874 million as of December 31, 2002
(2001: E2,436 million). Depreciation expense on real estate was approximately
E333 million (2001: E378 million and 2000: E444 million). Real estate pledged as
security and other restrictions on title amounted to E61 million as of December
31, 2002 (2001: E68 million).
Depreciation includes unscheduled write-downs to fair value of E104 million
for the year ended December 31, 2002 (2001: E86 million and 2000: E90 million).
Improvement costs are capitalized if they extend the useful life of the
asset, otherwise they are recognized as an expense. Commitments outstanding at
the balance sheet date to purchase real estate amounted to E161 million.
Changes in the carrying value of real estate used by third parties during
the year ended December 31 was:
2002 2001
E(MN) E(MN)
------ ------
Value stated as of beginning of year........................ 12,004 11,506
Translation differences..................................... (80) 1
------ ------
Value stated as of beginning of year........................ 11,924 11,507
Additions................................................... 1,117 1,525
Changes in the group of consolidated companies.............. (712) 428
Disposals................................................... (1,249) (1,078)
Depreciation................................................ (333) (378)
------ ------
Value stated as of end of year.............................. 10,747 12,004
====== ======
The fair value of real estate used by third parties as of December 31, 2002
was E14,818 million (2001: E16,731 million).
Rental income for the year ended December 31, 2002 was approximately E1,141
million (2001: E1,108 million and 2000: E818 million).
F-45
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(8) LOANS AND ADVANCES TO BANKS AND CUSTOMERS
Loans and advances to banks:
2002 2001
E(MN) E(MN)
------ ------
Loans....................................................... 5,213 5,812
Reverse repos............................................... 59,061 40,552
Other....................................................... 22,956 15,164
------ ------
Loans and advances to banks................................. 87,230 61,528
Less loan loss allowance.................................... 408 254
------ ------
Loans and advances to banks net of loan loss allowance...... 86,822 61,274
====== ======
Receivables due within one year totaled E84,074 million (2001: E51,052
million), and those due after more than one year totaled E3,156 million (2001:
E10,476 million).
Loans and advances to customers:
2002 2001
E(MN) E(MN)
------- -------
Corporate customers......................................... 123,082 149,244
Public authorities.......................................... 2,989 4,223
Private customers........................................... 68,572 94,036
------- -------
Loans and advances to customers............................. 194,643 247,503
Less loan loss allowance.................................... 6,559 7,810
------- -------
Loans and advances to customers net of loan loss
allowance................................................. 188,084 239,693
======= =======
Loans and advances to customers by type of loan are as follows:
2002 2001
E(MN) E(MN)
------- -------
Loans....................................................... 148,253 199,190
Reverse repos............................................... 39,002 42,393
Other....................................................... 7,388 5,920
------- -------
Loans and advances to customers............................. 194,643 247,503
======= =======
Loans and advances due within one year totaled E106,603 million (2001:
E109,693 million), those due after more than one year totaled E88,040 million
(2001: E137,810 million).
Loans and advances to customers include amounts receivable under finance
leases at their net investment value totaling E1,104 million (2001: E2,250
million). The corresponding gross investment value of these leases amounts to
E1,224 million (2001: E2,393 million), the associated unrealized finance income
is E120 million (2001: E241 million). The residual values of the entire leasing
portfolio were fully insured, both in the reporting year and in the preceding
year. Lease payments received have been recognized as income in the amount of
E141 million. The allowance for uncollectable lease payments amounted to E4
million (2001: E10 million) at the balance sheet date. The total amounts
receivable under leasing arrangements include E122 million (2001: E967 million)
due within one year, E714 million (2001: E881 million) due within one to five
years, and E388 million (2001: E545 million) due after more than five years.
F-46
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Unearned income related to discounts deducted from loan balances as of
December 31, 2002 was E411 million (2001: E663 million).
ALLOWANCE FOR LOAN LOSSES
The overall volume of risk provisions includes allowances for loan losses
deducted from loans and advances to banks and customers in the amount of E6,967
million (2001: E8,064 million) and provisions for contingent liabilities
included in other liabilities in the amount of E633 million (2001: E497
million).
COUNTERPARTY RISKS COUNTRY RISKS GENERAL TOTAL
---------------------- --------------------- --------------------- -----------------------
2002 2001 2000 2002 2001 2000 2002 2001 2000 2002 2001 2000
E(MN) E(MN) E(MN) E(MN) E(MN) E(MN) E(MN) E(MN) E(MN) E(MN) E(MN) E(MN)
------ ----- ----- ----- ----- ----- ----- ----- ----- ------ ------ -----
As of January 1......... 7,200 304 290 428 -- -- 933 23 22 8,561 327 312
Additions
Additions charged to the
income statement...... 2,927 1,087 97 111 -- -- 90 110 7 3,128 1,197 104
Changes in the Group of
consolidated
companies............. (928) 6,596 -- -- 544 -- (63) 855 -- (991) 7,995 --
------ ----- --- ---- --- --- ---- --- --- ------ ------ ---
Total........... 1,999 7,683 97 111 544 -- 27 965 7 2,137 9,192 104
Reductions
Charge-offs............. (1,893) (445) (16) -- -- -- -- -- -- (1,893) (445) (16)
Amounts released........ (575) (424) (67) (208) (92) -- (34) (77) (6) (817) (593) (73)
------ ----- --- ---- --- --- ---- --- --- ------ ------ ---
Total........... (2,468) (869) (83) (208) (92) -- (34) (77) (6) (2,710) (1,038) (89)
Other additions/
reductions............ (97) 38 (1) 54 (29) -- (102) 18 -- (145) 27 (1)
Changes due to currency
translation........... (219) 44 1 (18) 5 -- (6) 4 -- (243) 53 1
------ ----- --- ---- --- --- ---- --- --- ------ ------ ---
As of December 31....... 6,415 7,200 304 367 428 -- 818 933 23 7,600 8,561 327
====== ===== === ==== === === ==== === === ====== ====== ===
The effects of the deconsolidation of Deutsche Hypothekenbank AG are shown
in the line "Changes in the group of consolidated companies".
The loan portfolio contains non-accrual loans of E10,452 million (2001:
E11,155 million). The total amount of loans with provisions against the
principal include E2,556 million (2001: E2,935 million) of loans on which the
Group continues accruing interest with a specific allowance against the total
interest accrued. The interest income not recognized from loans on non-accrual
status amounted to E470 million (2001: E448 million).
The amount of interest collected and recorded on non-accrual loans was
approximately E66 million (2001: E45 million).
At December 31, 2002 the Group had E12,221 million (2001: E13,986 million)
of impaired loans in which E10,742 million (2001: E6,842 million) had a related
valuation allowance.
For the year ended December 31, 2002 the average balance in impaired loans
was E12,773 million (2001: E12,990 million) and the interest income recognized
on impaired loans was E131 million (2001: E67 million).
Restructured loans totaled E378 million as of December 31, 2002 (2001: E551
million).
The Group has no commitments to lend additional funds to borrowers whose
loans are non-performing or whose terms have been previously restructured.
F-47
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(9) TRADING ASSETS
FAIR VALUE
------------------
2002 2001
E(MN) E(MN)
------- -------
Equities.................................................... 9,166 15,123
Fixed-income securities..................................... 91,718 91,493
Derivatives................................................. 22,529 19,827
Other trading assets........................................ 1,429 1,979
------- -------
Total............................................. 124,842 128,422
======= =======
The majority of equities and fixed-income securities held in the trading
portfolio are marketable and listed securities. The fixed-income securities
include E50,038 million (2001: E42,432 million) from public-sector issuers and
E41,680 million (2001: E49,061 million) from other issuers.
The positive market values of derivative financial agreements are shown on
a net basis, i.e., taking into account existing netting agreements.
(10) CASH AND CASH EQUIVALENTS
Cash and cash equivalents are comprised of the following as of December 31:
2002 2001
E(MN) E(MN)
------ ------
Balances with banks payable on demand....................... 14,979 11,797
Balances with central banks................................. 3,139 7,222
Checks and cash on hand..................................... 1,763 1,584
Treasury bills, discounted treasury notes and similar
treasury securities....................................... 850 255
Bills of exchange........................................... 277 382
------ ------
Total............................................. 21,008 21,240
====== ======
Balances with central banks include balances held with the Deutsche
Bundesbank of E1,205 million (2001: 4,922 million), which also have the function
of meeting minimum reserve requirements.
F-48
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(11) AMOUNTS CEDED TO REINSURERS FROM INSURANCE RESERVES
The amounts ceded to reinsurers from insurance reserves comprise the
following as of December 31:
2002 2001
E(MN) E(MN)
------ ------
Unearned premiums........................................... 1,507 1,663
Aggregate policy reserves................................... 11,350 12,207
Reserves for loss and loss adjustment expenses.............. 15,334 16,784
Other insurance reserves.................................... 179 298
------ ------
Subtotal.......................................... 28,370 30,952
Insurance reserves for life insurance where the investment
risk is carried by policyholders.......................... 50 47
------ ------
Total............................................. 28,420 30,999
====== ======
The amounts ceded to reinsurers from insurance reserves include rights of
recourse against reinsurers. The credit risk is partly covered by funds held for
others under reinsurance contracts, securities portfolios and bank guarantees.
F-49
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The following table presents direct, assumed and ceded premiums for the
years ended December 31:
2002 2001 2000
E(MN) E(MN) E(MN)
------- ------ ------
PROPERTY-CASUALTY
Premiums written:
Direct and assumed.................................. 42,542 41,459 37,666
Ceded............................................... (6,150) (6,669) (6,488)
------- ------ ------
Net.............................................. 36,392 34,790 31,178
======= ====== ======
Premiums earned:
Direct and assumed.................................. 41,942 40,434 37,329
Ceded............................................... (6,219) (6,668) (6,499)
------- ------ ------
Net.............................................. 35,723 33,766 30,830
======= ====== ======
LIFE/HEALTH
Premiums written:
Direct and assumed.................................. 20,611 20,129 20,219
Ceded............................................... (1,207) (1,169) (1,139)
------- ------ ------
Net.............................................. 19,404 18,960 19,080
======= ====== ======
Premiums earned:
Direct and assumed.................................. 20,611 20,148 20,202
Ceded............................................... (1,201) (1,169) (1,125)
------- ------ ------
Net.............................................. 19,410 18,979 19,077
======= ====== ======
TOTAL
Premiums written:
Direct and assumed.................................. 63,153 61,588 57,885
Ceded............................................... (7,357) (7,838) (7,627)
------- ------ ------
Net.............................................. 55,796 53,750 50,258
======= ====== ======
Premiums earned:
Direct and assumed.................................. 62,553 60,582 57,531
Ceded............................................... (7,420) (7,837) (7,624)
------- ------ ------
Net.............................................. 55,133 52,745 49,907
======= ====== ======
The Group reinsures a portion of the risks it underwrites in an effort to
control its exposure to losses, and protect capital resources. Each subsidiary
has its own reinsurance program and determines its own risk limits. A large
portion of the business ceded by the subsidiaries is assumed by Allianz AG,
which acts as the reinsurer for the Group, although the subsidiaries also cede
business to companies outside of the Group. Allianz AG retains a portion of the
intercompany business it assumes and then retrocedes the remainder to companies
outside of the Group. Some of the business ceded by the Group is ceded to
associated companies (see related party transactions at Note 43).
F-50
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The majority of the business ceded by Allianz AG is placed on a quota-share
basis. In general for the years 2002, 2001 and 2000 Allianz AG retains E38
million and E4 million on a per risk basis for its property and casualty and
life businesses respectively. The limits of the quota-share reinsurance for
claims arising from a single event are E50 million and E5 million for its
property and casualty and life businesses respectively.
The reinsurance department at Allianz AG establishes lists of approved
reinsurers, provides guidance to the subsidiaries on a per-event and per-risk
basis and seeks to coordinate the activities of the subsidiaries to avoid
concentration of risk with particular reinsurers and to ensure that the
aggregate risk retention of Group companies is within Group guidelines.
Reinsurance is placed with insurance companies based on an evaluation of the
financial security of the reinsurers, terms of coverage and price.
The Group pays premiums to reinsurers based upon the risk and exposure of
the policies subject to such reinsurance. On most of the premium that the Group
cedes, the reinsurer pays a commission to the Group, which includes a
reimbursement of the cost of acquiring the portion of the premium that is ceded.
Reinsurance involves credit risk and is subject to aggregate loss limits.
Reinsurance does not legally discharge the Group from primary liability under
its policies. Although the reinsurer is liable to the Group to the extent of the
reinsurance ceded, the Group remains primarily liable as the direct insurer on
all risks reinsured. The Group monitors the financial condition of its
reinsurers on an ongoing basis and reviews its reinsurance arrangements
periodically in order to evaluate the reinsurer's ability to fulfill its
obligations to the Group under reinsurance contracts.
(12) OTHER ASSETS
Other assets consist of the following as of December 31:
2002 2001
E(MN) E(MN)
------ ------
Real estate owned by the Allianz Group used for its own
activities................................................ 5,432 5,097
Equipment................................................... 1,952 2,303
Accounts receivable on direct insurance business............ 8,846 9,523
Accounts receivable on reinsurance business................. 3,116 3,164
Other receivables........................................... 11,092 14,613
Other....................................................... 3,486 3,488
Deferred acquisition costs.................................. 10,528 11,192
Prepaid expenses............................................ 4,618 6,384
------ ------
Total............................................. 49,070 55,764
====== ======
REAL ESTATE OWNED BY THE ALLIANZ GROUP USED FOR ITS OWN ACTIVITIES
The gross capitalized values totaled E6,175 million at the beginning of the
year and E6,854 million at the end of the year. Accumulated depreciation
amounted to E1,078 million at the beginning of the year and E1,422 million at
the end of the year. Assets pledged as security and other restrictions on title
amounted to E30 million (2001: E29 million).
As in the previous years, no unscheduled depreciation was recorded in 2002.
F-51
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Expenditures to restore the future economic benefits of the assets are
capitalized if they extend the useful life of the asset, otherwise they are
recognized as an expense. At the balance sheet date, commitments outstanding to
purchase real estate amounted to E28 million.
Changes in the total carrying value of real estate owned by Allianz Group
and used for its own activities during the year ended December 31 were:
2002 2001
E(MN) E(MN)
----- -----
Value stated as of beginning of year........................ 5,097 3,006
Translation differences..................................... (56) 65
----- -----
Value stated as of beginning of year........................ 5,041 3,071
Additions................................................... 883 1,068
Changes in the group of consolidated companies.............. (17) 2,203
Disposals................................................... (131) (597)
Depreciation................................................ (344) (648)
----- -----
Value stated as of end of year.............................. 5,432 5,097
===== =====
The market value of real estate owned by the Allianz Group used for its own
activities as of December 31, 2002 amounted to E6,245 million (2001: E6,205
million).
EQUIPMENT
Equipment is depreciated over 2 to 10 years according to their useful
lives. The gross capitalized values totaled E6,453 million at the beginning of
2002 and E6,658 million at the end of 2002. Accumulated depreciation amounted to
E4,150 million at the beginning of 2002 and E4,706 million at the end of 2002.
Improvements are capitalized if they extend the useful life of the asset;
otherwise they are recognized as an expense.
At the balance sheet date, commitments outstanding to purchase items of
equipment amounted to E22 million.
Depreciation is apportioned between the relevant cost headings in the
income statement.
ACCOUNTS RECEIVABLE ON DIRECT INSURANCE BUSINESS
Accounts receivable on direct insurance business amount to E5,114 million
(2001: E5,884 million) for policyholders and E3,732 million (2001: E3,639
million) for agents.
The accounts receivable on direct insurance business and accounts
receivable on reinsurance business are due within one year.
OTHER RECEIVABLES
Other receivables primarily include tax refunds amounting to E2,484 million
(2001: E3,310 million), interests and rental receivables amounting to E3,496
million (2001: E8,785 million), and accounts receivable on banking and asset
management business amounting to E327 million (2001: E2,817 million).
Other receivables due within one year amounted to E4,881 million (2001:
E8,701 million), those due after more than one year totaled E6,211 million
(2001: E10,932 million).
F-52
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
OTHER ASSETS
Included in other assets are non-trading derivatives used for hedging
totaling E815 million (2001: E598 million).
DEFERRED ACQUISITION COSTS
In the case of property and casualty insurance enterprises, the
amortization period is calculated for each insurance portfolio, based on the
average term of the relevant policies, and varies between one and five years.
The change in and the amortization of deferred acquisition costs is
presented in Note 35.
SUPPLEMENTARY INFORMATION ON GROUP LIABILITIES AND EQUITY
(13) SHAREHOLDERS' EQUITY
Shareholder's equity comprises the following:
2002 2001
E(MN) E(MN)
------ ------
Issued capital.............................................. 683 682
Capital reserve............................................. 14,102 14,087
Revenue reserves............................................ 10,632 13,959
Less treasury stock......................................... 5,958 5,801
Other reserves.............................................. 1,049 8,276
Consolidated unappropriated profit.......................... 1,165 410
------ ------
Total............................................. 21,673 31,613
====== ======
ISSUED CAPITAL
In November 2002, 137,625 shares held by the Company were issued at a price
of E114.00 each, enabling employees of Allianz Group enterprises in Germany and
abroad to purchase 136,222 shares at prices between E79.80 and E96.90. The
remaining 1,403 shares were sold on the stock exchange at an average price of
E90.60. The difference between the issue price and the sale price was taken into
revenue reserves.
The shares issued in 2002 are qualifying shares from the beginning of the
year of issue.
Within the framework of the takeover bid to the shareholders of Dresdner
Bank AG during 2001, Allianz AG increased its capital stock by E51,129,188
through the issue of 19,972,339 registered no par value ordinary shares. The
ordinary shares were issued to DAD Transaktionsgesellschaft mbH, Frankfurt/Main,
for a non-cash consideration. The amount of E6,544,803,673 of issued ordinary
shares which exceeded the ordinary share stated value of the issued capital was
included in the capital reserve.
In September 2001, 705,661 ordinary shares held by the Company were issued
at a price of E253.20 each, enabling employees of Allianz Group enterprises in
Germany and abroad to purchase 361,235 ordinary shares at prices between E177.24
and E215.22. The remaining 344,426 ordinary shares were sold on the stock
exchange at an average price of E259.41. The difference between the issue price
and the sale price was taken to revenue reserves.
F-53
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
In September 2000, 480,000 shares with a notional principal amount of
E1,228,800 (0.2 percent as a proportion of the issued capital of Allianz AG)
were issued at a price of E383.00 each, enabling employees of Group enterprises
in Germany and abroad to take up to 193,586 employee shares at prices between
E268.10 and E325.55. The difference between the share purchase price and the
share market price was recorded as employee compensation expense. The remaining
286,524 shares, with a notional principal amount of E733,501 were sold in the
market at an average price of E378.41. The difference between the issue price
and the sale price was taken to revenue reserves. Allianz AG held no treasury
shares at the end of 2000.
The issued capital at December 31, 2002 amounted to E682,408,000, divided
into 266,565,625 registered shares. The shares have no par value but a
mathematical value of E2.56 each as a proportion of the issued capital.
At the end of the year under review, there was authorized unissued capital
with a notional principal amount of E300,000,000 (117,187,500 shares), which can
be issued at any time up to July 10, 2006 (authorized unissued capital 2001/I).
If shares are issued against a non-cash consideration, the Board of Management
is authorized to exclude the pre-emptive rights of shareholders. In the case of
capital increases against a cash consideration, pre-emptive rights can be
partially excluded, if the issue price is not significantly less than the
stock-market price. At the end of the year under review, there was a further
E7,841,188 (3,062,964 shares) of Authorized Unissued Capital 2001/II which can
be issued up to July 10, 2006. The pre-emptive rights of shareholders can be
excluded in order to offer the new shares to employees of Allianz AG or its
Group companies. Authorized Unissued Capital 1998 can be used at any time up to
July 7, 2003 to issue shares with a notional principal amount of E2,556,459
(998,617 shares). In the event of future capital increases for cash, these
shares can be used to protect the holders of conversion or subscription rights
from dilution by granting them a pre-emptive right to subscribe for new shares.
Otherwise, pre-emptive rights of shareholders are excluded.
As of December 31, 2002, the Company had conditionally authorized capital
2001 amounting to E50,000,000 (19,531,250 shares) on which subscription or
conversion rights, with pre-emptive rights for shares, can be issued up to July
10, 2006.
CAPITAL RESERVE
Capital reserve represents the premium (additional paid in capital)
received on the issuance of shares.
TREASURY STOCK
In order to enable Dresdner Bank AG to trade in shares of Allianz AG
following the takeover of the bank, the Annual General Meeting on July 11, 2001
authorized the banks in which Allianz AG has a majority holding to acquire
treasury stock for purposes of securities trading pursuant to sec.71 (1) no. 7
of the Corporation Law (Aktiengesetz). In accordance with this authorization,
the banks in the Group purchased 93,726,589 (2001: 26,910,860) of the Company's
own shares or acquired them by way of securities borrowing during the course of
2002 at an average price of E179.86 (2001: E272.63) per share which includes
previously held Allianz AG shares. 92,448,634 (2001: 26,851,171) shares were
disposed or ceded from borrowed holdings in the course of 2002 at an average
price of E181.11 (2001: E280.64) per share.
The losses arising from these transactions were E23 million (2001: gain of
E34 million) and were transferred to revenue reserves.
F-54
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The Annual General Meetings on July 11, 2001 authorized Allianz AG to
acquire its own shares for miscellaneous purposes pursuant to clause sec.71 (1)
no. 8 of the Corporation Law (Aktiengesetz). On the basis of the authorization
on July 11, 2001, Allianz AG purchased 5,500,000 of its own shares from Dresdner
Bank at a price of E256,15 per share in February 2002. On the basis of the
authorization on July 12, 2000, Allianz AG purchased 786,100 shares in treasury
stock at an average price of E314.48 per share in the months January to June
2001.
Allianz AG received 24,452,365 of its own shares through the takeover of
Dresdner Bank AG on July 23, 2001. The acquisition cost for treasury stock
amounted to E5,444 million and was recorded in revenue reserves.
At year-end, treasury stock consisted of the following:
ACQUISITION 2002 % OF ACQUISITION 2001 % OF
COSTS NUMBER OF ISSUED COSTS NUMBER OF ISSUED
E(MN) SHARES CAPITAL E(MN) SHARES CAPITAL
----------- ---------- ------- ----------- ---------- -------
Shares held by
Allianz AG............... 1,510 6,286,100 2.36 247 786,100 0.30
Affiliated enterprises
(Dresdner Bank
Group)................ 4,448 17,302,311 6.49 5,554 24,452,365 9.18
----- ---------- ---- ----- ---------- ----
Total............ 5,958 23,588,411 8.85 5,801 25,238,465 9.48
===== ========== ==== ===== ========== ====
Changes to the number of issued shares outstanding during the years were:
2002 2001 2000
----------- ----------- -----------
As of beginning of year........................... 241,189,535 245,750,000 245,269,055
Additions:
Capital increase against non-cash
consideration................................ -- 19,972,339 --
Transfer to the exchange company................ 1,797,357 -- --
Capital increase for employee shares............ 137,625 705,661 480,945
----------- ----------- -----------
243,124,517 266,428,000 245,750,000
Reductions on account of acquisition of treasury
stock:
Acquisition of Dresdner Bank.................... -- (24,452,365) --
Acquisition for purposes of securities
trading...................................... (147,303) -- --
Borrowing for purposes of securities trading.... (1,168,702) -- --
Acquisition for miscellaneous purposes.......... -- (786,100) --
----------- ----------- -----------
As of end of year................................. 241,808,512 241,189,535 245,750,000
=========== =========== ===========
In addition to the reserves in the financial statements of Allianz AG
required by law, revenue reserves include the retained earnings of consolidated
subsidiaries and amounts resulting from consolidated net income for the year.
Revenue reserves also include foreign currency translation adjustments in the
equity section. In the case of acquisitions prior to January 1, 1995,
differences arising on first-time consolidation have been taken to revenue
reserves.
OTHER RESERVES comprise the component of shareholders' equity representing
unrealized gains and losses on investments available for sale and derivatives
used in hedge accounting to hedge a net investment in a foreign entity.
F-55
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The CONSOLIDATED UNAPPROPRIATED PROFIT is derived from consolidated net
income as follows for the years ended December 31:
2002 2001 2000
E(MN) E(MN) E(MN)
------ ------ ------
Consolidated net income for the year..................... (1,229) 1,585 3,448
Transfers from/(to) revenue reserves (appropriated
retained earnings)..................................... 2,394 (1,175) (3,015)
------ ------ ------
Consolidated unappropriated profit as of December 31..... 1,165 410 433
====== ====== ======
The Board of Management will propose to shareholders at the Annual General
Meeting the distribution of a dividend of E1.50 (2001: E1.50) per qualifying
share for fiscal year 2002. Details on the recommendation for appropriation of
profit are given in the Group management report.
INSURANCE CAPITAL REQUIREMENTS AND DIVIDEND RESTRICTIONS
Certain of the Group's insurance subsidiaries prepare individual financial
statements based on local laws and regulations. These laws establish
restrictions on the minimum level of capital and surplus an insurance entity
must maintain and the amount of dividends that may be paid to shareholders. The
minimum capital requirements and dividend restrictions vary by jurisdiction. The
minimum capital requirements are based on various criteria including, but not
limited to, volume of premiums written or claims paid, amount of insurance
reserves, asset risk, mortality risk, credit risk, underwriting risk and
off-balance sheet risk.
European insurance companies are required to maintain solvency margins
which must be supported by capital reserves and other resources, including
unrealized gains and losses on investments. Life insurance companies are
required to maintain a solvency margin generally equal to 4% of aggregate policy
reserves and gross unearned premiums plus 0.3% of the amount at risk under
insurance policies. The required minimum solvency margin for property and
casualty insurance is the greater of two calculations, one based on premiums and
the other based on gross claims. The Group's insurance business in other
countries, primarily the United States, are also subject to capital adequacy and
solvency margin regulations which are based on factors for asset risk, insurance
risk, interest rate risk, and business risk. As of December 31, 2002 the Group's
insurance subsidiaries were in compliance with all applicable solvency and
capital adequacy requirements.
Certain insurance subsidiaries are subjected to regulatory restrictions on
the amount of dividends which can be remitted to Allianz AG without prior
approval by the appropriate regulatory body. Such restrictions provide that a
company may only pay dividends up to an amount in excess of certain regulatory
capital levels or based on the levels of undistributed earned surplus or current
year income or a percentage thereof. For example, the operations of our
insurance subsidiaries located in the United States are subject to limitations
on the payment of dividends to their parent company under applicable state
insurance laws. Dividends paid in excess of these limitations generally require
prior approval of the insurance commissioner of the state of domicile. The
Group's management believes that these restrictions will not affect the ability
of the Group to pay dividends to its shareholders in the future. In addition,
Allianz AG is not subject to legal restrictions on the amount of dividends it
can pay to its shareholders.
F-56
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
BANK LIABLE CAPITAL AND RISK-WEIGHTED ASSETS REQUIREMENTS
Certain of the Group's bank subsidiaries are subject to various capital
adequacy and liquidity requirements. Such requirements vary by jurisdiction.
Under the German Banking Act, all banking institutions operating in Germany must
maintain certain ratios regarding liable capital.
Liable capital consists of the two categories of core capital (Tier I
Capital) and supplementary capital (Tier II Capital). Core capital mainly
consists of the shareholders' equity and minority interests, plus other
adjustments. Supplementary capital comprises profit-participation certificates,
subordinated liabilities, portions of reserves for general banking risks and
revaluation reserves on securities. The German Banking Act contains provisions
setting minimum ratios of core capital and total capital to risk-weighted
assets. Non-compliance with these ratios may result in penalties imposed by the
regulatory authority. The German Banking Act also contains liquidity
requirements relating to funds available to pay obligations over various future
time frames. As of December 31, 2002 the Group's bank subsidiaries were in
compliance with all applicable capital and liquidity requirements.
COMPREHENSIVE INCOME
The components of comprehensive income, including the related tax effects
were as follows for the years ended December 31:
2002 2001 2000
E(MN) E(MN) E(MN)
----- ----- -----
Foreign currency translation adjustments, net of
deferred taxes of E(403) million in 2002 (2001: E(21)
million and 2000: E275 million)...................... (1,247) (91) 452
------ ------ ------
Unrealized gains (losses) on investments:
Unrealized holding gain (loss) arising during the
period, net of deferred taxes of E(3,496) million in
2002 (2001: E(1,475) million and 2000: E5,490
million)............................................. (7,259) (6,286) 4,832
Less reclassification adjustment for gains (losses)
included in net earnings, net of deferred taxes of
E30 million in 2002 (2001: E162 million and 2000:
E3,507 million)...................................... 61 688 (3,087)
------ ------ ------
Net unrealized investment gain (loss).................. (7,198) (5,598) 1,745
------ ------ ------
Unrealized net gains on derivatives hedging variability
of cash flows net of deferred taxes of E91 million in
2001................................................. -- 388 --
Other comprehensive income (loss)...................... (8,445) (5,301) 2,197
Net income............................................. (1,229) 1,585 3,448
------ ------ ------
Comprehensive income (loss)....................... (9,674) (3,716) 5,645
====== ====== ======
Net unrealized investment gains and losses have been reduced to the extent
that the unrealized gains and losses would result in adjustments for minority
interests and policyholder liabilities had the gain and losses actually been
realized. Unrealized losses, net of unrealized gains which have been allocated
to policyholder liabilities, included in other insurance reserves, were E6,386
million and E5,458 million as of December 31, 2002 and 2001. Net amounts which
have been allocated to minority interests, are presented in Note 14.
F-57
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The beginning and ending balances as of December 31, 2002 for derivatives
related to hedging net investments in foreign entities were E(61) million and
E103 million, respectively.
The deferred taxes of E722 million in 2001 (2000: E5,945 million) on
unrealized holding gains reflected a E2,554 million (2000: E2,559 million)
reduction in deferred taxes, after elimination of minority interests, resulting
from the reduction of Germany statutory tax rates.
(14) MINORITY INTERESTS IN SHAREHOLDERS' EQUITY/EARNINGS
The primary subsidiaries included in minority interests in 2002 are the AGF
Group, Paris, the RAS Group, Milan, and the PIMCO Group, Delaware, and in 2001
are the Dresdner Bank Group, Frankfurt/Main, Frankfurter Versicherungs-AG,
Frankfurt/Main, Bayerische Versicherungsbank AG, Munich, and Allianz
Lebensversicherungs-AG (Allianz Leben), Stuttgart.
The interests of minority shareholders are made up as follows as of
December 31:
2002 2001
E(MN) E(MN)
----- -----
Other reserves:
Unrealized gains and losses............................... (76) 3,114
Share of earnings......................................... 688 1,044
Other equity components................................... 7,703 13,267
------ ------
Total............................................. 8,315 17,425
====== ======
(15) PARTICIPATION CERTIFICATES AND SUBORDINATED LIABILITIES
Participation certificates and subordinated liabilities as of December 31:
2002 2001
E(MN) E(MN)
----- -----
Participation certificates.................................. 1,955 2,508
Subordinated liabilities.................................... 12,219 9,699
------ ------
Total............................................. 14,174 12,207
====== ======
PARTICIPATION CERTIFICATES include E450 million (2001: E450 million) with
respect to those issued by Allianz AG. The balance of these participation
certificates represents the guaranteed total redemption price that Allianz AG is
required to pay upon redemption by the holders of the 5,723,154 "profit
participation certificates" issued by the Company, which are still outstanding.
The distributions payable on the profit participation certificates for the last
fiscal year are included in "Other liabilities".
Between October 1986 and 1995, Allianz AG issued a total of 5,559,983
profit participation certificates. The Company issued an additional 163,529
profit participation certificates in March 1998. There were no further issues of
profit participation certificates in 1999 through 2002.
In November 2002, Allianz AG made a voluntary public offer to holders of
participation certificates to exchange their certificates for Allianz shares.
The voluntary exchange offer does not constitute a call for redemption by the
Company in accordance with the terms governing the participation certificates.
Participation certificates for which the exchange offer was not accepted remain
in existence. The exchange ratio was 10 shares for 8 participation certificates;
the offer period ended after one extension on January 16, 2003 and the exchange
occurred shortly thereafter. A total of 4,918,488 participation certificates
were exchanged for 6,148,110 shares
F-58
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(86%). The shares for the exchange offer come from Allianz treasury stock. After
the exchange, 804,666 participation certificates were outstanding. For these
participation certificates the terms set upon their issuance continue to apply.
The terms of the profit participation certificates provide for an annual
cash distribution of 240% of the dividend paid by the company per one Allianz AG
ordinary share. If certain conditions are met, the holders of profit
participation certificates may also subscribe to new profit participation
certificates; to this extent, the preemptive subscription rights of Allianz AG
shareholders are excluded. Holders of profit participation certificates do not
have voting rights, or any rights to convert the said certificates into Allianz
AG shares, or rights to liquidation proceeds. Profit participation certificates
are unsecured and rank pari passu with the claims of other unsecured creditors.
Profit participation certificates can be redeemed by holders upon twelve
months prior notice, beginning December 31, 2001, and every fifth year
thereafter. To date, redemption rights have been exercised with respect to 358
profit participation certificates. Upon redemption by holders, the terms of the
profit participation certificates provide for a redemption price equal to the
weighted average of the issue prices of all profit participation certificates.
Since the last issue of March 1998, the price has been uniformly E78.54.
The Company may call the profit participation certificates for redemption,
upon six months' prior notice, beginning December 31, 2006, and each year
thereafter. Upon redemption by the Company, the cash redemption price per
certificate would be equal to 123% of the then current price of one Allianz AG
ordinary share. In lieu of redemption for cash, the Company may offer 10 Allianz
ordinary shares per eight profit participation certificates. Allianz AG has
consistently stated at its Annual General Meeting that the Company is not
legally required to call the profit participation certificates for redemption on
December 31, 2006 or at another date.
Participation certificates also include E1,505 million (2001: E2,035
million) issued by the Dresdner Bank Group that entitle holders to annual
interest payments, which take priority over Dresdner Bank shareholders' dividend
entitlements. They are subordinated to obligations for all other creditors of
the issuer, except those similarly subordinated, and share in losses of the
respective issuers in accordance with the conditions attached to the
certificates. The profit participation certificates will be redeemed subject to
the provisions regarding loss sharing.
Capital relating to profit-participation certificates of the Dresdner Bank
Group comprises 12 issues from the years 1991 to 1998. The certificates were
issued by Dresdner Bank AG, Deutsche Hypothekenbank Frankfurt-Hamburg AG,
Oldenburgische Landesbank AG and Dresdner Bank Lateinamerika AG. Interest rates
were between 6.125% and 9.0%, two issues have variable interest rates. The
issues will mature between 2002 and 2009.
Details of the two largest participation certificate issues are provided
below:
YEAR OF ISSUE NOMINAL AMOUNT(*) ISSUER INTEREST RATE MATURITY
------------- ----------------- ------ ------------- --------
1996..................... E511 mn Dresdner Bank AG 8.0% 2007
1997..................... E767 mn Dresdner Bank AG 7.0% 2008
---------------
(*) Nominal amount minus amounts held by Dresdner Bank Group.
F-59
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
SUBORDINATED LIABILITIES as of December 31:
2002 2001
E(MN) E(MN)
----- -----
Hybrid equity (non-voting interests) Dresdner Bank Group.... 1,732 1,923
------ -----
Other subordinated liabilities:
AGF Group................................................. 864 438
Alliance Finance II B.V................................... 3,445 --
Dresdner Bank Group....................................... 6,178 7,320
Others.................................................... -- 18
------ -----
Total..................................................... 10,487 7,776
------ -----
Subordinated liabilities.................................... 12,219 9,699
====== =====
SUBORDINATED LIABILITIES include E3,445 million from subordinated
liabilities, which Allianz Finance II B.V. issued in 2002 and which have been
guaranteed by Allianz AG on a subordinated basis. The amount of E3,445 million
(taking into account the E33 million discount) is composed of subordinated debt
issued in May 2002 in the amount of E2,000 million (due in 2022) as well as
subordinated debt in the amounts of USD 500 million (unlimited maturity) and
E1,000 million (due in 2025) issued in December 2002. The guarantee provided by
Allianz AG for the redemption of these three subordinated debt issues is also
subordinated, which means that in case of the insolvency or liquidation of
Allianz AG, subordinated creditors will be paid back only after all claims by
holders of non-subordinated debt have been settled. In the case of the USD 500
million debt issue, there is an additional subordination of guarantee claims
with respect to all other limited-maturity subordinated liabilities of Allianz
AG.
In the event of insolvency proceedings or liquidation, the subordinated
liabilities of Dresdner Bank Group may not be redeemed until all
non-subordinated creditors have been satisfied. There is no obligation to redeem
such liabilities prior to maturity.
The non-voting interests were issued for the first time in May 1999, in the
amount of approximately E1.5 billion by Dresdner Bank. These non-voting
interests include two issues of Dresdner Bank AG in 1999 in the nominal amount
of E500 million and USD 1,000 million with interest rates of 5.79% and 8.15%,
respectively, which are due in 2011 and in 2031, respectively. Additionally
Dresdner Bank AG issued two non-voting interests in the nominal amount of E159
million and JPY 15,000 million in 2001, with interest rates of 7.00% and 3.50%
respectively, which are due in 2013 and in 2033, respectively. Interest paid on
non-voting interests in 2002 amounted to E118 million (2001: E128 million).
Fixed-rate subordinated liabilities of E6,178 million have coupons between
4.0% and 8.4%; in addition, there are variable-rate issues linked to a reference
interest rate and zero-coupon bonds. Floating rate issues linked to a reference
interest rate have an average interest rate of 5.9%. Interest paid on these
subordinated liabilities amounted to E463 million (2001: E473 million) in the
reporting year.
F-60
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(16) INSURANCE RESERVES
Insurance reserves are comprised of the following for the years ended
December 31:
2002 2001
E(MN) E(MN)
------- -------
Unearned premiums........................................... 12,248 12,391
Aggregate policy reserves................................... 210,109 197,689
Reserve for loss and loss adjustment expenses............... 65,961 66,648
Reserve for premium refunds................................. 16,190 21,589
Premium deficiency reserve.................................. 385 517
Other insurance reserves.................................... 870 678
------- -------
Total............................................. 305,763 299,512
======= =======
AGGREGATE POLICY RESERVES
The Group's life insurance subsidiaries offer a wide range of traditional
life insurance, financial and investment products. Traditional life insurance
products consist of both short and long duration policies with participating and
non-participating features. Short duration traditional life insurance products
include term, accident and health contracts. Long duration traditional life
insurance products include individual and group whole-life, endowment,
guaranteed renewable term and accident and health, and annuity contracts.
Financial and investment products consist of universal life, unit-linked
products (variable annuities), single premium annuity, and guaranteed investment
contracts.
Conventional participating reserves are approximately 67% of total
aggregate life policy reserves.
F-61
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The aggregate policy reserves as of December 31, according to the various
profit participation systems, were as follows:
2002 2001
E(MN) E(MN)
------- -------
CONTRIBUTION PRINCIPLE
(FAS 120)
Property-Casualty........................................... 7,403 5,695
Life/Health................................................. 104,976 101,858
------- -------
Total............................................. 112,379 107,553
======= =======
UNIT LINKED AND VARIABLE ANNUITIES
(FAS 97)
Property-Casualty........................................... -- --
Life/Health................................................. 89,051 77,890
------- -------
Total............................................. 89,051 77,890
======= =======
OTHER
(FAS 60)
Property-Casualty........................................... -- 105
Life/Health................................................. 34,366 36,867
------- -------
Total............................................. 34,366 36,972
======= =======
RESERVE FOR LOSS AND LOSS ADJUSTMENT EXPENSES
The gross reserve for loss and loss adjustment expenses is divided between
the two main categories of the Group's insurance business as follows as of
December 31:
2002 2001
E(MN) E(MN)
------ ------
Property/Casualty........................................... 59,654 61,476
Life/Health................................................. 6,307 5,172
------ ------
Total............................................. 65,961 66,648
====== ======
F-62
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The reserve for loss and loss adjustment expenses (loss reserves) has
changed in Property/Casualty insurance for the years ended December 31, as
follows:
2002 2001 2000
E(MN) E(MN) E(MN)
------ ------ ------
Loss reserve as of January 1:
Gross............................................... 61,476 54,047 51,272
Amount ceded to reinsurers.......................... 16,156 12,571 12,089
------ ------ ------
Net................................................. 45,320 41,476 39,183
------ ------ ------
Plus claims (net):
Claims in the year under review..................... 27,130 27,295 24,163
Previous years claims............................... 646 76 (123)
------ ------ ------
Total............................................... 27,776 27,371 24,040
------ ------ ------
Less claims paid (net):
Claims in the year under review..................... 12,642 11,895 11,735
Previous years claims............................... 12,143 12,462 11,968
------ ------ ------
Total............................................... 24,785 24,357 23,703
------ ------ ------
Currency translation adjustments......................... (3,367) 407 649
Change in the group of consolidated companies............ 122 423 240
Reclassification......................................... -- -- 458
Other changes............................................ -- -- 609
------ ------ ------
Loss reserve as of December 31:
Net................................................. 45,066 45,320 41,476
Amount ceded to reinsurers.......................... 14,588 16,156 12,571
------ ------ ------
Gross............................................... 59,654 61,476 54,047
====== ====== ======
Loss reserves of subsidiaries purchased (sold) are included (excluded) as
of the date of transaction (disposition).
Other changes in 2000 includes an amount of E322 million for ending a
reinsurance contract with Munich Re. The reclassification represents the
movement of certain AGF Belgium reserves from aggregate policy reserves to loss
reserves.
On the consolidated Group basis, the terrorist attack of September 11, 2001
resulted in net claims costs of E1,500 million. No exceptional events insured
against have occurred since the balance sheet date which may have material
effects on the net worth, financial position or results of the Group.
Annuities (structured settlements) are established to satisfy liabilities
for certain loss and loss adjustment expenses. Annuity reserves on a gross basis
amounted to E2,707 million (2001: E2,683 million) as of December 31, 2002. A
majority of these reserves have been discounted at interest rates between 3.5%
and 6.5%.
F-63
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The following table shows, by country, the carrying amounts of reserves as
of December 31, for loss and loss adjustment expenses that have been discounted,
and the interest rates used for discounting.
DISCOUNTED AMOUNT OF THE
RESERVES IN DISCOUNT IN INTEREST RATE USED FOR
E(MN) E(MN) DISCOUNTING
-------------- -------------- --------------------------------
2002 2001 2002 2001 2002 2001
---- ---- ---- ---- ---- ----
United States........ 260 288 316 412 6.55% 6.55%
Germany.............. 322 279 223 202 3.25% to 4.00% 3.25% to 4.00%
Switzerland.......... 485 456 412 374 4.00% 4.00%
France............... 1,410 1,410 451 451 3.20% to 3.25% 3.20% to 4.00%
Portugal............. 91 91 91 91 4.00% to 5.25% 5.25% to 6.00%
Hungary.............. 59 50 18 19 1.40% 1.80%
Belgium.............. 80 109 18 31 4.75% 4.75%
----- ----- ----- -----
Total...... 2,707 2,683 1,529 1,580
===== ===== ===== =====
ASBESTOS AND ENVIRONMENTAL CLAIMS EXPOSURE
Reserves for asbestos-related illnesses, toxic waste clean-up claims and
latent drug and chemical exposures cannot be estimated using traditional loss
reserving techniques. Case reserves are established when sufficient information
has been obtained to indicate the involvement of a specific insurance policy. In
addition, IBNR reserves are established to cover additional exposures on both
known and unasserted claims. In establishing liabilities for claims arising from
asbestos-related illnesses, toxic waste clean-up and latent drug and chemical
exposures, management considers facts currently known and the current state of
the law and coverage litigation.
However, given the expansion of coverage and liability by the courts and
the legislatures in the past and the possibilities of similar interpretation in
the future, there is significant uncertainty regarding the extent of remediation
and insurer liability.
The Group is affected by industry-wide increases in asbestos and
environmental claims, primarily through its US subsidiary Fireman's Fund.
The industry-wide trends for some of these exposures, especially for
asbestos-related losses, have deteriorated recently. Some of the reasons for
this deterioration include: insureds' who either produced or installed products
containing asbestos have seen more and larger claims brought against them, some
of these companies have declared bankruptcy which has caused plaintiff attorneys
to seek larger amounts from solvent defendants and to also include new
defendants. Some defendants are also seeking relief under different coverage
provisions when the products liability portion of their coverage has been
exhausted. These developments led the Fireman's Fund to engage outside actuarial
consulting firms to update a previous study conducted in 1995 to analyze the
adequacy of its reserves for these types of losses. The results of this new
study, which was completed in the third quarter of 2002, prompted Fireman's Fund
to increase its net reserves for asbestos and environmental claims by E762
million to E1,225 million. On September 30, 2002, Fireman's Fund ceded all its
net reserves for these types of losses to Allianz AG.
The total net reserve for asbestos and environmental claims exposure
related liabilities for the Group's US based subsidiaries at December 31, 2002
was E1,250 million (2001: E979 million,
F-64
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
excluding intercompany reinsurance agreements. The total gross reserve for
asbestos and environmental claims exposure related liabilities at December 31,
2002 was E1,704 million (2001: E1,649 million).
RESERVE FOR PREMIUM REFUNDS
The reserve for premium refunds includes the amounts to which policyholders
are entitled under the relevant local statutory or contractual regulations in
the form of experience-rated or other participation in profits, and secondly,
amounts arising from the valuation of certain assets and liabilities of the
Group's life and health insurance enterprises at market value (the "latent"
reserve for premium refunds).
The reserve for premium refunds has changed as follows during the years
ended December 31:
2002 2001 2000
E(MN) E(MN) E(MN)
----- ----- -----
Amounts already allocated under local regulations:
As of January 1................................... 10,088 10,583 9,094
Translation differences........................... (14) 8 --
Changes in the Group of consolidated companies.... 81 -- --
Change............................................ (3,024) (503) 1,489
------ ------ ------
As of December 31...................................... 7,131 10,088 10,583
------ ------ ------
Latent reserves:
As of January 1................................... 11,501 17,555 19,529
Translation differences........................... 4 2 --
Change due to fluctuations in market value........ (928) (3,120) (2,949)
Changes in the Group of consolidated companies.... 233 (66) --
Changes due to valuation differences charged
(credited) to income............................ (1,751) (2,870) 975
------ ------ ------
As of December 31...................................... 9,059 11,501 17,555
------ ------ ------
Total.................................................. 16,190 21,589 28,138
====== ====== ======
In addition to the amounts allocated to policyholders of the Allianz Group,
amounts totaling E6,386 million (2001: E6,478 million, 2000: E7,536 million)
were directly credited from surplus.
(17) LIABILITIES TO BANKS
2002 2001
E(MN) E(MN)
----- -----
Payable on demand........................................... 12,401 21,352
Registered bonds............................................ 2,608 6,843
Other term liabilities...................................... 122,323 107,207
------- -------
Liabilities to banks........................................ 137,332 135,402
======= =======
Liabilities due within one year totaled E126,757 million (2001: E121,320
million) and those due after more than one year totaled E10,575 million (2001:
E14,082 million)
F-65
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Liabilities to domestic banks amounted to E53,105 million (2001: E55,671
million) and liabilities to foreign banks amounted to E84,227 million (2001:
E79,731 million).
The weighted average interest rates for liabilities to banks within the
Group's banking business were 3.7% and 5.0% as of December 31, 2002 and December
31, 2001, respectively.
(18) LIABILITIES TO CUSTOMERS
2002 2001
E(MN) E(MN)
----- -----
Savings deposits............................................ 3,386 10,995
Home loan savings deposits.................................. 3,035 2,903
------- -------
Savings and home loan savings deposits...................... 6,421 13,898
Payable on demand........................................... 53,421 50,908
Registered mortgage bonds................................... 5,639 12,660
Other term liabilities...................................... 81,785 99,857
------- -------
Other liabilities........................................... 140,845 163,425
------- -------
Liabilities to customers.................................... 147,266 177,323
======= =======
Liabilities to customers include E28,080 million (2001: 26,595 million) of
non-interest bearing deposits. Liabilities due within one year totaled E133,793
million (2001: E134,766 million) and those due after more than one year totaled
E13,473 million (2001: E42,557 million).
The weighted average interest rates for liabilities to customers within the
Group's banking business were 2.8% and 3.0% as of December 31, 2002 and December
31, 2001, respectively.
Liabilities to customers were classified according to the following
customer groups:
2002 2001
----------------------------------- -----------------------------------
GERMANY OTHER COUNTRIES TOTAL GERMANY OTHER COUNTRIES TOTAL
E(MN) E(MN) E(MN) E(MN) E(MN) E(MN)
------- --------------- ------- ------- --------------- -------
Corporate customers......... 38,409 57,363 95,772 52,036 73,332 125,368
Public authorities.......... 1,501 6,848 8,349 2,531 5,449 7,980
Private customers........... 34,023 9,122 43,145 33,543 10,432 43,975
------ ------ ------- ------ ------ -------
Liabilities to customers.... 73,933 73,333 147,266 88,110 89,213 177,323
====== ====== ======= ====== ====== =======
(19) CERTIFICATED LIABILITIES
The Group issues fixed and floating rate debt denominated in various
currencies, although predominantly in euros.
Fixed and floating rate debt outstanding as of December 31, 2002 matures at
various dates through 2054 and carries contractual interest rates ranging from
1.25% to 9.80%.
F-66
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The following table summarizes the Group's debt:
DECEMBER 31, DECEMBER 31,
DUE IN DUE IN DUE IN DUE IN DUE IN DUE AFTER 2002 2001
2003 2004 2005 2006 2007 2007 TOTAL TOTAL
BY REMAINING MATURITIES E(MN) E(MN) E(MN) E(MN) E(MN) E(MN) E(MN) E(MN)
----------------------- ------- ------- ------- ------- ------- ----------- ------------ ------------
Mortgage bonds................ -- -- -- -- -- -- -- 13,037
Public-sector bonds........... -- -- -- -- -- -- -- 41,540
Debentures.................... 10,622 9,045 7,508 3,687 6,080 11,278 48,220 48,222
------ ----- ----- ----- ----- ------ ------ -------
Total bonds issued............ 10,622 9,045 7,508 3,687 6,080 11,278 48,220 102,799
------ ----- ----- ----- ----- ------ ------ -------
Money market securities....... 28,178 8 3 -- 28 -- 28,217 29,749
Other......................... 2,277 9 -- 27 -- -- 2,313 2,122
------ ----- ----- ----- ----- ------ ------ -------
Certificated liabilities...... 41,077 9,062 7,511 3,714 6,108 11,278 78,750 134,670
====== ===== ===== ===== ===== ====== ====== =======
The interest rates for the floating rate debt issues are generally based on
LIBOR, although in certain instances they are subject to minimum interest rates
as specified in the agreements governing the respective issues.
As of December 31, 2002, E54.5 million of Mortgage and Public-sector bonds
were not included as part of the Group's outstanding debt due to the
deconsolidation of Deutsche Hyp.
(20) TRADING LIABILITIES
2002 2001
E(MN) E(MN)
------ ------
Derivatives................................................. 21,401 15,973
Obligations to deliver securities........................... 29,742 26,031
Other trading liabilities................................... 2,377 2,534
------ ------
Total............................................. 53,520 44,538
====== ======
The negative market values of derivative financial instruments are shown on
a net basis, i.e. taking into account existing netting agreements.
(21) OTHER ACCRUED LIABILITIES
2002 2001
E(MN) E(MN)
------ ------
Reserves for pensions and similar obligations............... 5,715 5,629
Accrued taxes............................................... 1,775 2,478
Miscellaneous accrued liabilities........................... 5,579 6,010
------ ------
Total............................................. 13,069 14,117
====== ======
PENSIONS AND SIMILAR RESERVES
2002 2001
E(MN) E(MN)
----- -----
Reserves for pensions....................................... 5,312 5,268
Reserves for similar obligations............................ 403 361
----- -----
Total............................................. 5,715 5,629
===== =====
F-67
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The Allianz Group maintains various defined benefit and defined
contribution pension plans covering its employees worldwide. Allianz Group
companies normally have pension plans covering their employees, and in Germany,
their agents. In Germany, these plans are primarily based on fixed benefits
(defined benefit pension plans), while in other countries there are both
defined-benefit and defined-contribution pension plans.
Under DEFINED BENEFIT PENSION PLANS, the beneficiary is promised a
particular level of retirement benefit by the enterprise or by a pension fund,
while the premiums payable by the enterprise, in contrast, are not fixed in
advance.
The main pension fund is Allianz Versorgungskasse VVaG, Munich, which
covers most of the employees of Group enterprises in Germany. It is not included
in the consolidated financial statements.
The pension fund assets are invested mainly in equity securities,
investment fund units, fixed income securities and registered bonds. The need to
recognize actuarial gains or losses is reviewed using the corridor approach for
each individual pension plan.
The reserve for defined benefit pension plans changed in the year under
review as follows:
2002 2001
E(MN) E(MN)
----- -----
Value stated as of January 1................................ 5,268 3,147
Translation differences..................................... (9) 3
----- -----
Value stated as of January 1................................ 5,259 3,150
Changes in the group of consolidated companies.............. 33 2,160
Expenses.................................................... 666 449
Payments.................................................... (646) (491)
----- -----
Value stated as of December 31.............................. 5,312 5,268
===== =====
F-68
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The following table sets forth the change in the benefit obligation, change
in plan assets and the weighted average assumptions used for the various Group
pension plans and the amounts recognized in the accompanying consolidated
balance sheet as of December 31:
2002 2001
E(MN) E(MN)
------ ------
Changes in benefit obligation:
Benefit obligation as of January 1........................ 10,945 7,728
Service cost.............................................. 274 231
Interest cost............................................. 591 553
Contributions by plan participants........................ 47 47
Actuarial loss(gain)...................................... (646) 107
Foreign currency exchange................................. (104) 34
Benefits paid............................................. (502) (452)
Changes in the group of consolidated companies............ 24 2,747
Other..................................................... 50 (50)
------ ------
Benefit obligation as of December 31...................... 10,679 10,945
====== ======
Including direct commitments of Group enterprises...... 5,749 5,842
Including commitments through pension funds............ 4,930 5,103
Changes in pension fund assets:
Fair value of pension fund assets as of January 1......... 4,987 4,650
Actual return (loss) on pension fund assets............... (256) (198)
Company contributions..................................... 284 90
Plan participant contributions............................ 47 47
Benefits paid............................................. (214) (228)
Changes in the group of consolidated companies............ 65 588
Other..................................................... (83) 38
------ ------
Fair value of pension fund assets as of December 31....... 4,830 4,987
====== ======
Reconciliation of balance sheet:
Pension obligations less pension fund assets.............. 5,849 5,958
Unrecognized gains (losses)............................... (530) (607)
Unrecognized prior service cost........................... (7) (83)
------ ------
Net amount recognized..................................... 5,312 5,268
====== ======
The assumptions for the actuarial computation of the obligations depend on
the circumstance in the particular country where the plan has been established.
F-69
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The actuarial assumptions for the main pension plans are as follows:
2002 2001
E(MN) E(MN)
----- -----
Discount rate............................................... 5-7% 5-8%
Expected rate of return on pension funds assets............. 6-9% 7-9%
Retirement rates............................................ 2-5% 2-5%
Benefit levels.............................................. 2-3% 2-3%
The calculations are based on current actuarially calculated mortality
estimates. Projected fluctuations depending on age and length of service have
also been used, as well as internal Group retirement projections.
The projected benefit obligation, accumulated benefit obligation, and fair
value of plan assets for pension plans with accumulated benefit obligations in
excess of plan assets were E10,679 million, E9,870 million and E4,830 million,
respectively, as of December 31, 2002 (2001: E10,945 million, E9,850 million and
E4,987 million, respectively).
The net periodic benefit cost (income and expense recognized in the income
statement) for the years ended December 31 include the following components:
2002 2001 2000
E(MN) E(MN) E(MN)
----- ----- -----
Components of net periodic benefit cost:
Current service cost...................................... 274 231 187
Interest cost............................................. 591 553 465
Expected return on pension fund assets.................... (329) (358) (339)
Amortization of:
Gains/(losses) recognized................................. 5 (19) --
Prior service cost recognized............................. 123 (1) --
Income/(expenses) of plan curtailments or settlements..... 2 43 3
---- ---- ----
Total............................................. 666 449 316
==== ==== ====
Most of the amounts expensed are charged in the income statement as
acquisition and administrative expenses, and loss and loss adjustment expenses
(claims settlement expenses). The amounts recorded in the income statement
relating to pension funds amounted to E256 million in 2002 (2001: loss of E198
million and 2000: gain of E154 million).
The reserve for other post-retirement obligations was E403 million as of
December 31, 2002 (2001: E361 million). The reserve for other post-retirement
obligations is primarily composed of obligations for post-retirement benefits
not under defined benefit plans, health care benefits and statutorily required
post-retirement benefits.
DEFINED CONTRIBUTION PENSION PLANS are funded through independent pension
funds or similar organizations. Contributions fixed in advance, based e.g., on
salary, are paid to these institutions and the beneficiary's right to benefits
exists against the pension fund. The employer has no obligation beyond payment
of the contributions (premiums). The main pension fund is the
Versicherungsverein des Bankgewerbes a.G., Berlin, which covers most of the
banking employees in Germany.
Amounts expensed by the Group for defined contribution pension plans was
E123 million for the year ended December 31, 2002 (2001: E108 million and 2000:
E65 million).
F-70
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
MISCELLANEOUS ACCRUED LIABILITIES
Miscellaneous accrued liabilities primarily include reserves of E404
million (2001: E478 million) for restructuring in connection with company
mergers and reserves for employee expenses amounting to E2,259 million (2001:
E3,039 million).
Activity in the provisions for restructuring costs for the years ended
December 31, was as follows:
2002 2001 2000
E(MN) E(MN) E(MN)
----- ----- -----
Provisions as of January 1.................................. 478 309 485
New Provision:
Changes in consolidation.................................. (18) 385 --
Through income............................................ 199 149 5
Reclassifications........................................... -- -- --
Additions to existing provisions............................ 89 62 15
Release of provisions via payments.......................... (234) (370) (196)
Release of provisions through income........................ (87) (58) --
Exchange rate impact........................................ (23) 1 --
---- ---- ----
Provisions as of December 31................................ 404 478 309
==== ==== ====
DRESDNER BANK RESTRUCTURING PLANS
In connection with the acquisition of Dresdner Bank, several restructuring
plans established by Dresdner Bank prior to the acquisition by Allianz AG have
been included in the consolidated financial statements of Allianz AG. In total,
E315 million of restructuring provisions have been assumed by Allianz AG as of
the acquisition date in 2001.
This amount is comprised of restructuring plans established by Dresdner
Bank in May 2000 related to the reorganization of the German branch network and
other domestic restructuring activities of E217 million and a restructuring
initiative related to the bank's non-European business of E98 million primarily
concerning the reduction of commercial lending activities outside of Europe.
These plans are expected to be completed by 2004. During 2002, E10 million was
added to these provisions and charged to income, whereas E160 million (2001: E33
million) was utilized during the year, resulting in a balance at December 31,
2002 of E112 million (2001: E282 million) after the effects of consolidation and
foreign exchange.
The amount of involuntary termination benefits related to the plan was E47
million. The number of employees to be terminated was 479, representing
employees in the back office and support functions within Dresdner Bank's
investment banking business in Asia. During the year ended December 31, 2001,
additional charges of E4 million for involuntary termination benefits were
recorded due to a change in estimate. As of December 31, 2001, E35 million had
been paid and charged against the liability and 356 employees had been
terminated. During 2002, the remaining 123 employees were terminated and the
remaining E16 million of the provision was paid and charged against the
liability.
A restructuring provision of E70 million directly related to the
acquisition of Dresdner Bank was included as part of the purchase price. This
provision relates to the reorganization of the bank's investment banking
division, which was combined with its European corporate banking and capital
market activities into a single new division. It is expected to be completed by
the end
F-71
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
of 2004. During 2002, E6 million (2001: E118 million) was added to this
provision and charged to income, whereas a total of E55 million (2001: E78
million) was utilized during the year, resulting in a balance at December 31,
2002 of E52 million (2001: E110 million) after the effects of consolidation and
foreign exchange.
In September 2001, another restructuring plan relating primarily to two
subsidiaries of Dresdner Bank was established. This restructuring plan is
expected to be completed by the end of 2004. Initially, E31 million was provided
and expensed, of which E4 million has been utilized, resulting in a balance of
E27 million as of December 31, 2001. During 2002, E73 million was added to this
provision and charged to income, whereas a total of E14 million was utilized
during the year, resulting in a balance at December 31, 2002 of E74 million
after the effects of consolidation and foreign exchange.
During the fall of 2002, the Group established the Turnaround 2003 program
relating to cost cutting efforts and strategic restructuring of Dresdner Bank.
This resulted in new restructuring provisions of E199 million, whereas E72
million was utilized during the year. As of December 31, 2002, the total
provision outstanding was E127 million after the effects of consolidation and
foreign exchange.
In total, the restructuring provisions related to Dresdner Bank amounted to
E365 million at December 31, 2002.
AGF RESTRUCTURING PLAN
In connection with the acquisition of AGF, a restructuring plan was
implemented to integrate AGF with other French subsidiaries and to facilitate
AGF being the operating entity for a significant portion of Group companies in
Europe, Africa, and the Middle East. AGF recorded charges of E15 million in
2000, for restructuring costs which were included in other expenses in the
income statement. The remaining outstanding provision of E209 million was
primarily utilized in 2001.
(22) OTHER LIABILITIES
2002 2001
E(MN) E(MN)
------ ------
Funds held under reinsurance business ceded................. 8,562 8,929
Accounts payable on direct insurance business............... 7,972 7,610
Accounts payable on reinsurance business.................... 2,257 2,103
Other liabilities........................................... 12,634 18,630
------ ------
Total............................................. 31,425 37,272
====== ======
Accounts payable on direct insurance business and accounts payable on
reinsurance are due within one year. Of the remaining liabilities stated under
other liabilities, E8,044 million (2001: E11,882 million) are due within one
year, and E4,590 million (2001: E6,748 million) are due after more than one
year.
Other liabilities primarily include liabilities arising from tax charges on
income totaling E1,099 million (2001: E1,055 million), interest and rental
liabilities amounting to E178 million (2001: E204 million), social security
liabilities of E229 million (2001: E274 million), derivative liabilities of E827
million (2001: E868 million), and unprocessed sales totaling E616 million (2001:
E876 million).
F-72
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(23) DEFERRED INCOME
This item includes miscellaneous deferred income positions amounting to
E3,010 million as of December 31, 2002 (2001: E5,283 million).
SUPPLEMENTARY INFORMATION ON THE CONSOLIDATED INCOME STATEMENT
(24) PREMIUMS EARNED (NET)
2002 2001 2000
E(MN) E(MN) E(MN)
------ ------ ------
PROPERTY/CASUALTY*
Gross premiums written................................... 42,542 41,459 37,666
Premiums ceded in reinsurance............................ (6,150) (6,669) (6,488)
Change in unearned premiums (net)........................ (669) (1,024) (348)
------ ------ ------
Premiums earned (net).................................... 35,723 33,766 30,830
====== ====== ======
LIFE/HEALTH*
Gross premiums written................................... 20,611 20,129 20,219
Premiums ceded in reinsurance............................ (1,207) (1,169) (1,139)
Change in unearned premiums (net)........................ 6 19 (3)
------ ------ ------
Premiums earned (net).................................... 19,410 18,979 19,077
====== ====== ======
TOTAL*
Gross premiums written................................... 63,153 61,588 57,885
Premiums ceded in reinsurance............................ (7,357) (7,838) (7,627)
Change in unearned premiums (net)........................ (663) (1,005) (351)
------ ------ ------
Premiums earned (net).................................... 55,133 52,745 49,907
====== ====== ======
---------------
* After eliminating intra-Group transactions between segments.
Gross premiums written in 2002 totaled E60,408 million (2001: E58,331
million) for direct insurance business and E2,745 million (2001: E3,257 million)
for reinsurance business assumed.
In the case of life insurance products where the policyholder carries the
investment risk (e.g., variable annuities), only those parts of the premiums
used to cover the risks insured and costs involved are treated as premium
income.
A portion of the gross premiums written and the premiums ceded in
reinsurance by the Allianz Group were assumed from or ceded to related parties
(see related party transactions at Note 42).
F-73
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(25) INTEREST AND SIMILAR INCOME
2002 2001 2000
E(MN) E(MN) E(MN)
------ ------ ------
Income from
Securities held to maturity............................ 384 467 509
Securities available for sale.......................... 13,747 13,055 11,889
Real estate used by third parties...................... 1,141 1,108 850
Lending, money market transactions and loans........... 11,058 8,566 1,952
Leasing agreements..................................... 141 68 87
Other interest-bearing instruments..................... 1,739 960 1,308
------ ------ ------
Total.......................................... 28,210 24,224 16,595
====== ====== ======
Interest and similar income includes dividend income of E1,806 million
(2001: E2,147 million, 2000: E1,806 million).
The following table presents net interest margin from the banking
business*:
2002 2001 2000
E(MN) E(MN) E(MN)
------ ------ ------
Interest and current income.............................. 13,299 9,073 1,414
Interest expenses........................................ (9,292) (6,668) (1,190)
------ ------ ------
Net interest margin...................................... 4,007 2,405 224
Less loan loss allowance................................. 2,222 588 21
------ ------ ------
Net interest margin after loan loss allowance............ 1,785 1,817 203
====== ====== ======
---------------
* After eliminating intra-Group transactions between segments.
(26) INCOME (NET) FROM INVESTMENTS IN AFFILIATED ENTERPRISES, JOINT VENTURES AND
ASSOCIATED ENTERPRISES
2002 2001 2000
E(MN) E(MN) E(MN)
----- ----- -----
Income:
Current income............................................. 736 657 1,161
Write-ups.................................................. 3 27 12
Realized gains from investments in affiliated enterprises,
joint ventures and associated enterprises................ 4,381 1,319 725
----- ----- -----
Total................................................. 5,120 2,003 1,898
===== ===== =====
Expenses:
Depreciation............................................... -- (243) (23)
Realized losses on investments in affiliated enterprises,
joint ventures and associated enterprises................ (708) (119) (15)
Miscellaneous expenses..................................... (14) (53) --
Total................................................. (722) (415) (38)
----- ----- -----
Income (net)............................................... 4,398 1,588 1,860
===== ===== =====
F-74
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
In 2002, E3,432 million (2001: E1,388 million, 2000: E1,263 million) of the
income (net) from investments in affiliated enterprises, joint ventures and
associated enterprises is attributable to associated enterprises. During 2001,
E866 million relates to a structured securities lending transaction relating to
the ordinary shares of Munich Re.
(27) OTHER INCOME FROM INVESTMENTS
2002 2001 2000
E(MN) E(MN) E(MN)
----- ----- -----
Realized gains on:
Securities held to maturity.............................. 2 2 8
Securities available for sale............................ 7,972 7,738 10,583
Real estate used by third parties........................ 670 303 278
Other investments........................................ 10 72 38
----- ----- ------
Subtotal................................................. 8,654 8,115 10,907
----- ----- ------
Income from revaluations on:
Securities held to maturity.............................. 2 7 3
Securities available for sale............................ 679 184 --
Real estate used by third parties........................ 14 87 35
Other investments........................................ 6 109 --
----- ----- ------
Subtotal................................................. 701 387 38
----- ----- ------
Total.................................................... 9,355 8,502 10,945
===== ===== ======
Income from revaluations represents income from the reversal of impairment
charges, including reversals of previously recorded impairment charges on
securities that were sold during the fiscal year.
(28) TRADING INCOME
Total trading income of E1,507 million (2001: E1,592 million, 2000: loss of
E36 million) includes income from trading activities of banking business (after
eliminating intra-Group transactions between segments) totaling E1,081 million
(2001: E244 million, 2000: E7 million).
Trading activities of banking business are comprise of the following during
the years ended December 31:
2002 2001 2000
E(MN) E(MN) E(MN)
----- ----- -----
Trading in interest products............................... 738 131 2
Trading in equity products................................. (49) (72) 1
Foreign exchange/precious metals trading................... 301 49 (1)
Other trading activities................................... 91 136 5
----- --- --
Total............................................ 1,081 244 7
===== === ==
Total trading income also includes contributions to earnings amounting to
E412 million (2001: E1,385 million) from derivative financial instruments used
by insurance companies for which hedge accounting is not applied. These include
gains on derivative financial instruments embedded in exchangeable bonds issued
amounting to E387 million (2001: E880 million). The
F-75
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
contributions also include income from forward contracts that are used to hedge
investments for which the balance was zero at December 31, 2002 (2001: E966
million). Also included are gains totaling E25 million (2001: loss of E461
million) arising from the use of other derivative financial instruments by
insurance companies for which hedge accounting is not applied.
(29) FEE AND COMMISSION INCOME, AND INCOME FROM SERVICE ACTIVITIES
Out of the total fee and commission income, and income from service
activities, E2,784 million (2001: E1,383 million, 2000: E38 million) are
attributable to banking business and E2,816 million (2001: E2,429 million, 2000:
E1,099 million) are attributable to asset management.*
The following table presents net fee and commission income from banking
business*:
2002 2001 2000
E(MN) E(MN) E(MN)
----- ----- -----
Fee and commission income................................... 2,784 1,383 38
Fee and commission expenses................................. (245) (162) (37)
----- ----- ---
Total............................................. 2,539 1,221 1
===== ===== ===
Net fee and commission income from banking business comprises the
following*:
2002 2001 2000
E(MN) E(MN) E(MN)
----- ----- -----
Securities business......................................... 812 713 --
Lending business............................................ 14 72 --
Underwriting business (new issues).......................... 103 75 --
Other....................................................... 1,610 361 1
----- ----- --
Net fee and commission income..................... 2,539 1,221 1
===== ===== ==
---------------
* After eliminating intra-Group transactions between segments.
(30) OTHER INCOME
Other income is comprised of the following:
2002 2001 2000
E(MN) E(MN) E(MN)
----- ----- -----
Foreign currency transaction gains.......................... 664 114 135
Fees........................................................ 647 473 118
Release or reduction of miscellaneous accrued liabilities... 414 387 198
Income from reinsurance business............................ 190 485 426
Gains from the disposal of real estate used for own
activities and equipment.................................. 115 12 --
Income from other assets.................................... 86 101 100
Other....................................................... 855 600 1,354
----- ----- -----
Total............................................. 2,971 2,172 2,331
===== ===== =====
F-76
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(31) INSURANCE BENEFITS
Insurance benefits in Property/Casualty* comprise the following:
2002 2001 2000
E(MN) E(MN) E(MN)
------ ------ ------
GROSS
Claims:
Claims paid............................................ 30,055 29,966 28,646
Change in loss and LAE................................. 2,659 5,871 948
------ ------ ------
Subtotal................................................. 32,714 35,837 29,594
------ ------ ------
Change in other reserves:
Aggregate policy reserves.............................. 274 428 370
Other.................................................. (84) (227) (132)
------ ------ ------
Subtotal................................................. 190 201 238
------ ------ ------
Expenses for premium refunds............................. 236 167 407
------ ------ ------
Total.......................................... 33,140 36,205 30,239
====== ====== ======
CEDED REINSURANCE
Claims:
Claims paid............................................ (5,270) (5,609) (4,943)
Change in loss and LAE................................. 332 (2,857) (611)
------ ------ ------
Subtotal................................................. (4,938) (8,466) (5,554)
------ ------ ------
Change in other reserves:
Aggregate policy reserves.............................. (1) (227) (27)
Other.................................................. 9 (15) 18
------ ------ ------
Subtotal................................................. 8 (242) (9)
------ ------ ------
Expenses for premium refunds............................. (27) (22) (30)
------ ------ ------
Total.......................................... (4,957) (8,730) (5,593)
====== ====== ======
NET
Claims:
Claims paid............................................ 24,785 24,357 23,703
Change in loss and LAE................................. 2,991 3,014 337
------ ------ ------
Subtotal................................................. 27,776 27,371 24,040
------ ------ ------
Change in other reserves:
Aggregate policy reserves.............................. 273 201 343
Other.................................................. (75) (242) (114)
------ ------ ------
Subtotal................................................. 198 (41) 229
------ ------ ------
Expenses for premium refunds............................. 209 145 377
------ ------ ------
Total.......................................... 28,183 27,475 24,646
====== ====== ======
---------------
* After eliminating intra-Group transactions between segments.
F-77
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Insurance benefits in Life/Health* comprise the following:
2002 2001 2000
E(MN) E(MN) E(MN)
------ ------ ------
GROSS
Benefits paid............................................ 16,689 15,576 14,948
Change in reserves:
Aggregate policy reserves................................ 5,805 6,526 6,364
Other.................................................... 453 196 524
------ ------ ------
Subtotal................................................. 22,947 22,298 21,836
------ ------ ------
Expenses for premium refunds............................. 325 1,873 6,448
------ ------ ------
Total.......................................... 23,272 24,171 28,284
====== ====== ======
CEDED REINSURANCE
Benefits paid............................................ (1,148) (1,135) (951)
Change in reserves:
Aggregate policy reserves................................ 145 (231) (345)
Other.................................................... (205) (122) 104
------ ------ ------
Subtotal................................................. (1,208) (1,488) (1,192)
------ ------ ------
Expenses for premium refunds............................. (18) (4) --
------ ------ ------
Total.......................................... (1,226) (1,492) (1,192)
====== ====== ======
NET
Benefits paid............................................ 15,541 14,441 13,997
Change in reserves:
Aggregate policy reserves................................ 5,950 6,295 6,019
Other.................................................... 248 74 628
------ ------ ------
Subtotal................................................. 21,739 20,810 20,644
------ ------ ------
Expenses for premium refunds............................. 307 1,869 6,448
------ ------ ------
Total.......................................... 22,046 22,679 27,092
====== ====== ======
---------------
* After eliminating intra-Group transactions between segments.
(32) INTEREST AND SIMILAR EXPENSES
The following table presents interest and similar expenses for the year
ended December 31:
2002 2001 2000
E(MN) E(MN) E(MN)
------ ----- -----
Deposits................................................... 3,533 610 198
Certificated liabilities................................... 4,480 4,607 617
------ ----- -----
Subtotal................................................... 8,013 5,217 815
Other interest expenses.................................... 2,638 2,644 1,584
------ ----- -----
Total............................................ 10,651 7,861 2,399
====== ===== =====
F-78
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(33) OTHER EXPENSES FOR INVESTMENTS
2002 2001 2000
E(MN) E(MN) E(MN)
------ ----- -----
Realized losses on investments:
Securities held to maturity.............................. 4 12 15
Securities available for sale............................ 8,063 6,888 3,989
Real estate used by third parties........................ 131 19 75
Other investment securities.............................. 6 79 --
------ ----- -----
Subtotal................................................... 8,204 6,998 4,079
Unscheduled write-downs on investments:
Securities held to maturity.............................. 31 35 2
Securities available for sale............................ 5,523 1,507 411
Real estate used by third parties........................ 333 378 444
Other investment securities.............................. 11 5 13
------ ----- -----
Subtotal................................................... 5,898 1,925 870
------ ----- -----
Total............................................ 14,102 8,923 4,949
====== ===== =====
(34) LOAN LOSS PROVISIONS
2002 2001 2000
E(MN) E(MN) E(MN)
----- ----- -----
Additions to allowances including direct write-offs......... 3,128 1,204 104
Less amounts released....................................... (817) (593) (73)
Less recoveries on loans previously written off............. (70) (15) (10)
----- ----- ---
Loan loss provisions........................................ 2,241 596 21
===== ===== ===
F-79
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(35) ACQUISITION COSTS AND ADMINISTRATIVE EXPENSES
2002 2001 2000
E(MN) E(MN) E(MN)
------ ------ ------
PROPERTY/CASUALTY*
Acquisition costs:
Payments............................................... 6,978 6,642 7,698
Less Commissions and profit received on reinsurance
business ceded...................................... (1,001) (1,389) (1,449)
Change in deferred acquisition costs................... (194) (270) (1,021)
------ ------ ------
Deferred acquisition costs amortization.................. 5,783 4,983 5,228
Administrative expenses.................................. 4,101 4,482 3,257
------ ------ ------
Underwriting costs (net)................................. 9,884 9,465 8,485
Expenses for management of investments................... 510 484 558
------ ------ ------
Total acquisition costs and administrative expenses...... 10,394 9,949 9,043
====== ====== ======
LIFE/HEALTH*
Acquisition costs:
Payments............................................... 3,975 3,341 3,097
Less Commissions and profit received on reinsurance
business ceded...................................... (179) (198) (193)
Change in deferred acquisition costs................... (1,438) (620) (848)
------ ------ ------
Deferred acquisition costs amortization.................. 2,358 2,523 2,056
Administrative expenses.................................. 1,358 1,269 1,528
------ ------ ------
Underwriting costs (net)................................. 3,716 3,792 3,584
Expenses for management of investments................... 553 457 398
------ ------ ------
Total acquisition costs and administrative expenses...... 4,269 4,249 3,982
====== ====== ======
F-80
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
2002 2001 2000
E(MN) E(MN) E(MN)
----- ----- -----
BANKING*
Personnel expenses.......................................... 4,335 2,045 106
Operating expenses.......................................... 2,982 1,198 56
Fee and commission expenses................................. 245 162 8
----- ----- ---
Total acquisition costs and administrative expenses......... 7,562 3,405 170
===== ===== ===
ASSET MANAGEMENT*
Personnel expenses.......................................... 1,337 1,161 321
Operating expenses.......................................... 475 141 42
Fee and commission expenses................................. 465 478 139
----- ----- ---
Total acquisition costs and administrative expenses......... 2,277 1,780 502
===== ===== ===
---------------
* After eliminating intra-Group transactions between segments.
Acquisition costs and administrative expenses in insurance business include
the personnel and operating expenses of the insurance business allocated to the
functional areas "Acquisition of insurance policies", "Administration of
insurance policies" and "Management of investments". Other personnel and
operating expenses are reported under insurance benefits (claims settlement
expenses) and other expenses.
All personnel and operating expenses in banking business are reported under
"Acquisition costs and administrative expenses".
(36) OTHER EXPENSES
2002 2001 2000
E(MN) E(MN) E(MN)
----- ----- -----
Overhead expenses........................................... 1,279 1,526 1,112
Expense of transferring or increasing miscellaneous or
accrued liabilities....................................... 648 168 91
Foreign currency losses..................................... 624 137 131
Expenses resulting from reinsurance business................ 541 562 1,204
Expenses for service activities............................. 525 971 923
Depreciation and write-downs of other intangible assets..... 308 413 303
Fees........................................................ 286 281 113
Integration expenses........................................ 261 236 --
Direct charge to policy reserve............................. 256 257 107
Amortization of capitalized loyalty bonuses to senior
management of PIMCO Group................................. 155 188 110
Expenses for assistance to victims under joint and several
liability and road casualties............................. 117 127 85
Interest on accumulated policyholder dividends.............. 110 108 72
Other....................................................... 988 1,183 1,344
----- ----- -----
Total............................................. 6,098 6,157 5,595
===== ===== =====
F-81
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(37) TAXES
The tax shown in the income statement consists of the taxes actually
charged to individual Group enterprises and changes in deferred tax assets and
liabilities.
Taxes for the years ended December 31, are as follows:
2002 2001 2000
E(MN) E(MN) E(MN)
----- ----- -----
Current taxes........................................... 844 617 629
Deferred taxes.......................................... (1,686) (1,552) (497)
------ ------ ----
Subtotal................................................ (842) (935) 132
------ ------ ----
Other taxes............................................. 74 74 38
------ ------ ----
Total......................................... (768) (861) 170
====== ====== ====
The actual tax charge for 2002 includes a gain of E175 million related to
prior periods. Of this gain, E57 million was related to the transfer of losses
incurred during the fiscal year to earlier years.
Deferred taxes are based on temporary differences between the carrying
amount of assets or liabilities in the balance sheet and their tax bases, and on
differences arising from uniform valuation and consolidation.
The tax rates used in the calculation of deferred taxes are the applicable
national rates, which in 2002 ranged from 12.5% to 45.5%. Changes to tax rates
already adopted on the balance sheet date are taken into account. For reasons of
commensurability and because of our current tax loss situation in Germany, we
refrained from applying the increased corporate tax rate of 26.5%, which was
adopted as part of the Flood Victim Solidarity Act and concerns the year 2003
only.
Tax deferrals are recognized if a future reversal of the difference is
expected. Deferred taxes on losses carried forward are recognized as an asset if
sufficient future taxable profits are available for realization.
Due to a devaluation of deferred tax assets, a deferred tax charge of E347
million arose in 2002.
Due to the use of tax losses carried forward for which no deferred tax was
recognized as an asset, the actual tax charge on earnings diminished by E31
million. The recognition of deferred tax assets on losses carried over from
earlier periods, for which no deferred taxes had yet been recognized, resulted
in deferred tax income of E55 million.
Unused tax losses carried forward at the balance sheet date of E18,322
million (2001: E9,876 million) and deferred tax assets have been recognized
where there is sufficient certainty that the unused tax losses will be utilized.
E10,376 million (2001: E5,672 million) of the tax losses carried forward can be
utilized without restriction.
Aside from the losses sustained during the course of fiscal year 2001, the
rise in tax losses carried forward by comparison with fiscal year 2000 is due to
consolidation of Dresdner Bank in the consolidated financial statements.
F-82
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Portions of losses carried forward can only be utilized subject to
restrictions and are scheduled for expiration in subsequent years as follows:
YEAR ENDING E(MN)
----------- ------
2003........................................................ 215
2004........................................................ 549
2005........................................................ 299
2006........................................................ 736
2007........................................................ 1,111
2008........................................................ 325
2009........................................................ 335
2010........................................................ 18
2011........................................................ 22
2012........................................................ 4
>10 years................................................... 4,332
Unrestricted................................................ 10,376
------
Total....................................................... 18,322
======
It remains to be seen if, when and how the tax reform plans of the German
Federal Government with respect to loss equalization and consolidated tax groups
will be carried out. At present, it cannot be ruled out that this may
necessitate considerable unscheduled write-downs on deferred tax assets.
The recognized tax charge for 2002 is E391 million (2001: E1,250 million,
2000: E1,704 million) less than the anticipated tax charge. The following table
shows the reconciliation of the anticipated tax charge on income with the
effectively recognized tax charge. The Group reconciliation statement is a
summary of the individual company-related reconciliation statements which are
based on the respective country-specific tax rates after consolidation effects
are taken into account.
2002 2001 2000
E(MN) E(MN) E(MN)
------ ------ -------
Anticipated tax rate........................................ 32.6% 18.6% 37.8%
====== ====== =======
Anticipated tax (credit)/charge on income................... (451) 315 1,836
- Municipal trade tax and similar taxes..................... (138) (276) 74
- Tax-free income........................................... (1,416) (1,314) (247)
+ Amortization of goodwill.................................. 285 211 143
+ Effects of tax losses..................................... 801 63 (92)
+ Other tax settlements..................................... 77 66 (1,582)
------ ------ -------
= Current tax (credit)/charge............................... (842) (935) 132
====== ====== =======
Effective tax rate (benefit)................................ (60.9%) (55.2%) 2.7%
====== ====== =======
The low anticipated corporate income tax rate of 18.6% in 2001 primarily
results from the reduction of the income tax rate in Germany.
F-83
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The effective tax rate is determined on the basis of the current tax
charge, including deferred taxes, on earnings from ordinary activities (before
income tax and before minority interests) net of other taxes.
In addition to the above mentioned effects of devaluations or the delayed
use or recognition of losses carried forward from earlier periods, the item
"effects of tax losses" also includes effects that arise from not recognizing
deferred taxes on tax losses for the current fiscal year, which reduced the tax
credit in 2002 by E794 million.
Under the current German tax laws, the dividend distribution proposed for
fiscal 2002 is expected to reduce corporate taxes for fiscal 2003 by E62
million.
Other tax settlements in 2001 and 2000 include an expense of E30 million
and income of E1,202 million arising from the release of deferred taxes.
During 2000 (effective for 2001), corporate income tax rates in Germany
have been reduced from 40% to 25%. In addition, taxes on capital gains on the
sale of investment securities after 2001 have been eliminated.
Deferred tax assets and liabilities comprise the following balance sheet
headings:
2002 2001
E(MN) E(MN)
------ -----
Deferred tax assets:
Intangible assets......................................... 114 169
Investments............................................... 2,628 1,809
Trading assets............................................ 562 765
Deferred acquisition costs................................ 53 61
Tax losses carried forward................................ 4,910 3,019
Other assets.............................................. 896 961
Insurance reserves........................................ 2,226 1,508
Pensions and similar reserves............................. 364 400
Deferred income........................................... 1,558 (250)
------ -----
Total deferred tax assets......................... 13,311 8,442
====== =====
Deferred tax liabilities:
Intangible assets......................................... 268 238
Investments............................................... 3,879 4,064
Trading assets............................................ 1,826 388
Deferred acquisition costs................................ 1,798 1,493
Other assets.............................................. 738 (101)
Insurance reserves........................................ 1,610 1,593
Pensions and similar reserves............................. 12 5
Deferred income........................................... 2,057 1,218
------ -----
Total deferred tax liability...................... 12,188 8,898
====== =====
Net deferred tax asset/(liability)................ 1,123 (456)
====== =====
Deferred tax income included in Shareholders' equity in fiscal 2002
amounted to E589 million.
F-84
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(38) SUPPLEMENTARY INFORMATION ON INSURANCE BUSINESS
INVESTMENTS*
PROPERTY-CASUALTY LIFE/HEALTH TOTAL
----------------- ------------------ ------------------
2002 2001 2002 2001 2002 2001
E(MN) E(MN) E(MN) E(MN) E(MN) E(MN)
----- ----- ----- ----- ----- -----
Real estate....................................... 5,647 6,930 7,496 7,450 13,143 14,380
Investments in affiliated enterprises, joint
ventures and associated enterprises............. 5,087 6,988 1,888 1,073 6,975 8,061
Loans............................................. 2,289 1,901 16,373 14,785 18,662 16,686
Other securities
Held to maturity................................ 596 1,179 5,199 5,482 5,795 6,661
Available for sale.............................. 64,711 76,703 177,269 168,030 241,980 244,733
Trading......................................... 1,404 1,371 1,144 771 2,548 2,142
Total other securities.......................... 66,711 79,253 183,612 174,283 250,323 253,536
------ ------- ------- ------- ------- -------
Other investments................................. 7,111 8,070 3,576 1,563 10,687 9,633
------ ------- ------- ------- ------- -------
Total......................................... 86,845 103,142 212,945 199,154 299,790 302,296
====== ======= ======= ======= ======= =======
INVESTMENT INCOME* (PROPERTY-CASUALTY AND LIFE/HEALTH)
PROPERTY-CASUALTY LIFE/HEALTH TOTAL
-------------------------- -------------------------- --------------------------
2002 2001 2000 2002 2001 2000 2002 2001 2000
E(MN) E(MN) E(MN) E(MN) E(MN) E(MN) E(MN) E(MN) E(MN)
----- ----- ----- ----- ----- ----- ----- ----- -----
Income from investments
Current income......... 4,755 5,278 5,922 10,862 10,516 10,122 15,617 15,794 16,044
Income from
revaluations......... 1,137 1,329 15 618 614 37 1,755 1,943 52
Realized investment
gains................ 6,602 4,458 4,728 5,487 3,605 6,883 12,089 8,063 11,611
------ ------ ------ ------ ------ ------ ------ ------ ------
Subtotal................. 12,494 11,065 10,665 16,967 14,735 17,042 29,461 25,800 27,707
------ ------ ------ ------ ------ ------ ------ ------ ------
Investment expenses
Depreciation and write-
downs on investments... 2,273 1,104 509 2,853 1,319 400 5,126 2,423 909
Realized investment
losses............... 1,887 2,193 1,456 6,595 4,909 2,638 8,482 7,102 4,094
Investment management,
interest charges and
other investment
expenses............. 1,131 1,061 923 550 526 463 1,681 1,587 1,386
------ ------ ------ ------ ------ ------ ------ ------ ------
Subtotal................. 5,291 4,358 2,888 9,998 6,754 3,501 15,289 11,112 6,389
------ ------ ------ ------ ------ ------ ------ ------ ------
Total............ 7,203 6,707 7,777 6,969 7,981 13,541 14,172 14,688 21,318
====== ====== ====== ====== ====== ====== ====== ====== ======
---------------
* Presentation of investments and investment income is made in conformity with
the EU insurance accounting guideline and after eliminating intra-Group
transactions between segments.
F-85
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(39) SUPPLEMENTARY INFORMATION ON BANKING BUSINESS*
LOANS AND ADVANCES TO BANKS
2002 2001
---------------------------- ----------------------------
OTHER OTHER
GERMANY COUNTRIES TOTAL GERMANY COUNTRIES TOTAL
E(MN) E(MN) E(MN) E(MN) E(MN) E(MN)
------- --------- ----- ------- --------- -----
Loans...................... 1,568 3,211 4,779 531 5,230 5,761
Other...................... 17,760 54,617 72,377 9,150 39,612 48,762
------ ------ ------ ----- ------ ------
Loans and advances to
banks.................... 19,328 57,828 77,156 9,681 44,842 54,523
Less loan loss allowance... 9 399 408 6 246 252
------ ------ ------ ----- ------ ------
Loans and advances to banks
after loan loss
allowance................ 19,319 57,429 76,748 9,675 44,596 54,271
====== ====== ====== ===== ====== ======
LOANS AND ADVANCES TO CUSTOMERS
2002 2001
----------------------------- -----------------------------
OTHER OTHER
GERMANY COUNTRIES TOTAL GERMANY COUNTRIES TOTAL
E(MN) E(MN) E(MN) E(MN) E(MN) E(MN)
------- --------- ----- ------- --------- -----
Corporate customers..... 40,996 83,680 124,676 63,890 82,710 146,600
Public authorities...... 666 2,233 2,899 741 3,460 4,201
Private customers....... 46,490 1,411 47,901 67,801 12,100 79,901
------ ------ ------- ------- ------ -------
Loans and advances to
customers............. 88,152 87,325 175,477 132,432 98,270 230,702
Less loan loss
allowance............. 5,353 1,205 6,558 5,606 2,180 7,786
------ ------ ------- ------- ------ -------
Loans and advances to
customers after loan
loss allowance........ 82,799 86,120 168,919 126,826 96,090 222,916
====== ====== ======= ======= ====== =======
---------------
* After eliminating intra-Group transactions between segments
Loans and advances (after loan loss allowance) to banks and customers
include reverse repos totaling E98,063 million(2001: E82,945 million).
Liabilities to banks and to customers include repo transactions amounting to
E63,573 million (2001: E59,946 million).
The Company has entered into reverse repo transactions with related
collateral fair value of E106,141 million and E83,726 million as of December 31,
2002 and 2001, respectively, which consists primarily of government debt
securities. In addition, the fair value of collateral that has been sold or
repledged on reverse repo transactions was E14,693 million and E19,271 million
as of December 31, 2002 and 2001, respectively. If control over the securities
remains with the pledgor, these transactions are reported in "Loans and Advances
to Banks" or "Loans and Advances to Customers." Interest income from reverse
repos is accrued over the duration of the transaction.
Liabilities to banks and customers also include outstanding repurchase
agreements. A repurchase agreement involves the sale of securities, subject to
the simultaneous agreement to
F-86
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
repurchase securities at a future date. Securities owned and pledged as
collateral under repurchase agreements had a carrying value of E81,905 million
and E47,936 million as of December 31, 2002 and 2001, respectively, and
primarily consist of debt securities of publicly traded companies. Interest
incurred on repurchase agreements is accrued evenly over the duration of the
transaction.
INFORMATION ON LOANS AND ADVANCES TO CUSTOMERS
The table shown below provides a breakdown of loans and advances (excluding
loan loss allowance) to domestic and foreign corporate customers, private
customers and public authorities by economic sector.
2002 2001
E(MN) E(MN)
----- -----
Germany:
Manufacturing industry.......................... 10,347 12,787
Construction.................................... 1,446 2,163
Wholesale and retail trade...................... 6,342 8,357
Financial institutions (excluding banks) and
insurance companies........................... 4,781 6,861
Service providers............................... 14,809 27,352
Other........................................... 3,308 6,370
------ -------
Corporate customers............................. 41,033 63,890
Public authorities.............................. 665 741
Private individuals (including self-employed
professionals)................................ 46,454 67,801
------ -------
Total................................. 88,152 132,432
====== =======
2002 2001
E(MN) E(MN)
----- -----
Other countries:
Industry, wholesale and retail trade and
service providers............................ 21,649 48,778
Financial institutions (excluding banks) and
insurance companies.......................... 52,851 17,607
Other.......................................... 9,185 16,325
------- -------
Corporate customers............................ 83,686 82,710
Public authorities............................. 2,230 3,460
Private individuals............................ 1,490 12,100
------- -------
Total................................ 87,325 98,270
------- -------
Grand total.......................... 175,477 230,702
======= =======
F-87
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
SUBORDINATED ASSETS
Assets are recorded as subordinated assets if, in the event of liquidation
or bankruptcy, the related claim cannot be realized before the claims of other
creditors are realized.
2002 2001
E(MN) E(MN)
----- -----
Loans and advances to banks......................... 79 52
Loans and advances to customers..................... 65 11
Trading assets:
Other debt issuers................................ 39 --
Equities and other non-fixed-income securities.... -- 132
Investment securities:
Public sector debt issues......................... -- 3
Other debt issuers................................ 290 259
--- ---
SUBORDINATED ASSETS................................. 473 457
=== ===
VOLUME OF FOREIGN CURRENCY EXPOSURE FROM BANKING BUSINESS
The amounts reported constitute aggregate euro equivalents of a wide
variety of currencies outside the EMU. Any differences between the amounts of
assets and liabilities result from differing valuation principles. Loans and
advances and liabilities are reported at amortized cost, while all derivative
transactions are accounted for at fair value.
USD GBP OTHER 2002
E(MN) E(MN) E(MN) E(MN)
----- ----- ----- -----
Balance sheet items:
Assets......................................... 90,518 42,725 30,618 163,861
Liabilities.................................... 99,190 50,972 27,757 177,919
COLLATERAL PLEDGED FOR OWN LIABILITIES OF BANKING BUSINESS
For the following liabilities and contingencies, assets having the
indicated values were pledged as collateral:
2002 2001
E(MN) E(MN)
----- -----
Liabilities to banks............................. 84,081 32,226
Liabilities to customers......................... 40,411 4,018
Contingent liabilities........................... 70 2
Other commitments................................ 8,863 8,521
------- ------
Total collateralized liabilities....... 133,425 44,767
======= ======
F-88
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The following table presents the assets pledged as collateral for the above
liabilities and contingencies:
2002 2001
E(MN) E(MN)
----- -----
Loans and advances to banks...................... 24,648 5,132
Loans and advances to customers.................. 23,843 9,542
Trading assets................................... 65,430 26,700
Investment securities............................ 19,483 3,376
Property and equipment........................... 21 17
------- ------
Total value of collateral pledged...... 133,425 44,767
======= ======
STRUCTURE OF RESIDUAL TERMS FOR BANKING BUSINESS
The following presents loans and advances and liabilities in the banking
business according to their final maturity or call dates.
MATURITY AT DECEMBER 31, 2002
------------------------------------------------------------
UP TO > 3 MONTHS - > 1 YEAR - MORE THAN
TOTAL 3 MONTHS 1 YEAR 5 YEARS 5 YEARS
E(MN) E(MN) E(MN) E(MN) E(MN)
----- -------- ------------ ---------- ---------
Assets:
Term loans and advances to
banks..................... 77,157 56,247 17,331 2,670 909
Loans and advances to
customers(1).............. 175,243 77,079 18,899 35,517 43,748
------- ------- ------ ------ ------
Total assets................ 252,400 133,326 36,230 38,187 44,657
======= ======= ====== ====== ======
Liabilities:
Participation certificates
and subordinated
liabilities............... 9,832 6 1,097 3,110 5,619
Term liabilities to
banks(2).................. 118,169 91,749 16,283 3,999 6,138
Liabilities to customers(2):
Savings deposits and
home-loan savings
deposits............... 6,128 2,420 864 1,591 1,253
Other terms liabilities to
customers.............. 81,375 65,241 5,988 4,461 5,685
Certificated liabilities.... 64,439 25,512 15,058 19,043 4,826
------- ------- ------ ------ ------
Total liabilities........... 279,943 184,928 39,290 32,204 23,521
======= ======= ====== ====== ======
---------------
(1) Loans and advances to customers with a residual term of up to 3 months
include E8,510 million of undated claims. These claims include credit lines
available until further notice, overdraft facilities, called or overdue
loans, unauthorised overdrafts, call money and internal account balances.
(2) Excluding balances payable on demand.
Dresdner Bank securitizes certain loan portfolios and sells them in the
capital market. The transferred assets are securitized by special-purpose
entities in the form of debt securities and
F-89
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
sold to third parties. Dresdner Bank carries out these transactions through the
fully-consolidated special-purpose entities Silver Lux Inc., Grand Cayman and
Silver Tower 125 Inc., Grand Cayman. The maximum volume for each transaction is
E5 billion. The average transaction volume for the year for both entities
combined was approximately E5.16 billion.
TRUSTEE BUSINESS IN BANKING BUSINESS
The following presents trustee business within banking business not
recorded in the balance sheet:
2002 2001
E(MN) E(MN)
----- -----
Loans and advances to banks.......................... 5,217 3,415
Loans and advances to customers...................... 4,247 4,497
Investment securities................................ 7 7
Other................................................ -- 9
----- -----
Total assets*........................................ 9,471 7,928
===== =====
Liabilities to banks................................. 955 300
Liabilities to customers............................. 8,516 7,628
----- -----
Total liabilities.................................... 9,471 7,928
===== =====
--------------------------
* Including E8,847 million (2001: E5,078 million) of trustee loans.
OTHER BANKING INFORMATION
At the balance sheet date there were commitments to repurchase assets sold
under repurchase agreements with a net book value of E61,068 million (2001:
E63,505 million).
An amount of E287 million (2001: E381 million) eligible for refinancing
with the central bank is held in cash funds.
The aggregate amount of time certificates of deposit and other time
deposits in the amount of E100,000 or more issued by the Group's German offices
at December 31, 2002 was E67,573 million (2001: E92,251 million).
The aggregate amount of time deposits in the amount of E100,000 or more
issued by the Group's non-German offices at December 31, 2002 was E25,840
million (2001: E45,166 million).
(40) DERIVATIVE FINANCIAL INSTRUMENTS
USE, TREATMENT AND REPORTING OF DERIVATIVE FINANCIAL INSTRUMENTS
Derivative financial instruments ("derivatives") derive their market values
from one or more underlying assets or specified reference values.
Typical examples of derivatives are contracts for future delivery in the
form of futures or forwards, options on shares or indices, interest rate options
such as caps and floors, and swaps relating to both interest rates and
non-interest rate markets. The latter include agreements to exchange previously
defined assets or payment series.
Derivatives used by individual enterprises in the Allianz Group comply with
the relevant supervisory regulations and the Group's own internal guidelines.
The Group's strict investment
F-90
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
and monitoring rules exceed regulations imposed by supervisory authorities. In
addition to local management supervision, comprehensive financial and risk
management systems are in force across the Group. Risk Management is an integral
part of Allianz Group's controlling process that includes identifying,
measuring, aggregating and managing risks. Risk management objectives are
implemented at both the Group level and by the local operational units. The use
of derivatives is one key strategy used by the Group to manage its market and
investment risks.
Insurance companies in the Allianz Group use derivatives to manage the risk
exposures in their investment portfolios based on general thresholds and
targets. The most important aspect of these instruments is hedging against
adverse market movements for selected securities or for parts of a portfolio.
Specifically, the Group selectively uses derivative financial instruments such
as swaps, options and futures to hedge against changes in prices or interest
rates in their investment portfolio.
In our banking business, derivatives are used both for trading purposes and
to hedge against movements in interest-rate, currency and other price risks of
the Group's investments, loans, deposit liabilities and other interest-sensitive
assets and liabilities.
Market and counterparty risks arising from the use of derivative financial
instruments are subject to particular strict control procedures. Credit risks
related to counterparties are assessed by calculating gross replacement values.
Market risks are monitored by means of up-to-date value-at-risk calculations and
stress tests and limited by specifying stop-loss limits.
The counterparty settlement risk is virtually excluded in the case of
exchange-traded products, as these are standardized products. By contrast,
over-the-counter (OTC) products, which are individually traded contracts, carry
a theoretical credit risk amounting to the replacement value. The Allianz Group
therefore closely monitors the credit rating of counterparties for OTC
derivatives.
The total notional principal amount of all open derivative positions of the
Allianz Group was E3,272,703 million at December 31, 2002. The market values
were E1,159 million at December 31, 2002.
Pursuant to IAS 39, derivative financial instruments that do not meet the
criteria for hedge accounting are reported at fair value as financial assets or
liabilities held for trading. Gains or losses on these instruments arising from
valuation at fair value are included under trading income. This treatment is
applicable to derivatives used independently, not in connection with hedge
transactions, and for separated embedded derivatives of a hybrid financial
instrument. In contrast, derivatives used in hedge transactions are recognized
and classified as follows:
The risk of changes in the fair value of reported assets or liabilities is
hedged by a fair value hedge. Changes in the fair value of a hedging instrument
are recognized in current period income and classified together with the pro
rata share of the profit or loss attributable to the change in value of the
hedged risk recognized in the income statement.
The Allianz Group principally uses fair value hedging. Insurance companies
mainly use interest rate swaps and caps, and forward sale agreements. Important
hedging instruments in Banking are interest rate swaps and forwards and currency
swaps and forwards. Hedging instruments may be implemented for individual
transactions (micro hedge) or for a portfolio of similar assets or liabilities
(portfolio hedge). The derivative financial instruments used for fair value
hedges had a fair value at December 31, 2002 totaling E33 million (2001: E1,925
million). Ineffectiveness in fair value hedge transactions led to a loss of E10
million (2001: gain of E66 million) which was classified consistently with the
hedged item. E0.4 million (2001: E60 million) relates to the gain or loss on the
derivative instrument that was excluded from the assessment of hedge
effectiveness.
F-91
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Cash flow hedges reduce the exposure to variability in cash flows that is
attributable to a particular risk associated with a recognized asset or
liability or attributable to future cash flows from a firm commitment or a
forecasted transaction. Any value changes in derivative instruments that
represent an effective hedge are recorded under shareholders' equity, and
recognized in income when the offsetting gain or loss associated with the hedged
item is recognized. The ineffective part of the hedge is recognized directly in
the income statement in the current period.
The Allianz Group had no derivative financial instruments for which cash
flow hedge accounting was applied as of December 31, 2002. There were two cash
flow hedge transactions that occurred during 2002, consisting of a
cross-currency swap used to hedge the foreign currency and interest rate risk of
a foreign-denominated variable rate bond and a forward purchase agreement on
equity shares, which had an insignificant impact on net income. Derivative
financial instruments for cash flow hedges had a fair value at December 31, 2001
totaling E388 million with a corresponding amount included in other reserves
within shareholders' equity. The derivative financial instruments for cash flow
hedges existing at December 31, 2001 expired in 2002, resulting in a realized
gain of E388 million from the reclassification of other reserves in
shareholders' equity to the income statement.
Hedge accounting may also be applied to hedge a net investment in a foreign
entity. Financial instruments are used here to hedge the currency risk. The
proportion of gains or losses arising from valuation of the hedging instrument,
which is classified as an effective hedge, is recognized as shareholders'
equity, while the ineffective part flows directly into the income statement.
Foreign exchange hedging transactions in the form of foreign currency
forwards with a total fair value at December 31, 2002 of E107 million (2001: E46
million) were outstanding with respect to hedges of currency risks related to a
net investment in a foreign entity. Other reserves in shareholders' equity
increased by E164 million (2001: E(61) million) resulting from foreign exchange
hedging transactions entered into during the period.
During 2001, in addition to the positions below, the Group had entered into
forward contracts with total notional amounts of E15,410 million that related to
the restructuring of holdings in affiliates and associated enterprises. These
forward contracts represented non-derivative commitments not recognized on the
balance sheet as they related to subsidiaries and associated investees of the
Group. At December 31, 2002, the Group did not have any commitments with respect
to this type of forward contracts.
The positive market values of financial derivative instruments are shown on
a net basis, i.e., taking into account existing netting agreements.
F-92
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The following tables show the distribution of derivative positions on the
balance sheet date between the Group's insurance business and its banking
business.
INSURANCE SEGMENTS PROPERTY-CASUALTY AND LIFE/HEALTH
NOTIONAL AMOUNT MATURITY AT 2002 2001
DECEMBER 31, 2002 ------------------------------- ------------------
------------------------------ NOTIONAL POSITIVE NEGATIVE NOTIONAL NET
UP TO 1-5 MORE THAN PRINCIPAL MARKET MARKET PRINCIPAL MARKET
1 YEAR YEARS 5 YEARS AMOUNTS VALUES VALUES AMOUNTS VALUES
E(MN) E(MN) E(MN) E(MN) E(MN) E(MN) E(MN) E(MN)
------- ------ ----------- --------- -------- -------- --------- ------
Interest rate contracts:... 1,973 7,132 3,906 13,011 133 (172) 12,404 (30)
OTC:
Forwards............... 1,258 -- -- 1,258 2 (6) -- --
Swaps.................. 274 750 2,269 3,293 104 (93) 3,089 (6)
Swaptions.............. -- 136 -- 136 11 -- 136 6
Caps................... -- 6,246 1,335 7,581 -- (62) 7,573 (26)
Options................ 101 -- 282 383 1 (10) 99 (3)
Exchange traded:
Futures................ 340 -- -- 340 3 -- 217 (1)
Options................ -- -- 20 20 12 (1) 1,290 --
Equity index contracts..... 12,434 12,255 338 25,027 1,565 (1,217) 21,702 2,576
OTC:
Forwards............... 602 1,979 -- 2,581 1,105 (24) 8,704 2,801
Swaps.................. -- 1,273 79 1,352 2 (388) 1,484 180
Options................ 8,186 8,007 221 16,414 323 (776) 9,763 (408)
Exchange traded:
Futures................ 2,084 -- -- 2,084 80 (1) 800 1
Options................ 1,562 996 38 2,596 55 (28) 951 2
Foreign exchange
contracts:............... 3,339 1,557 331 5,227 282 (62) 3,947 58
OTC:
Forwards............... 3,219 103 -- 3,322 135 (59) 2,422 68
Swaps.................. 2 1,454 331 1,787 146 (3) 1,378 (10)
Options................ 94 -- -- 94 -- -- 146 --
Exchange traded:
Futures................ 24 -- -- 24 1 -- 1 --
Credit contracts:.......... -- -- 79 79 3 (13) 1 --
OTC:
Swaps.................. -- -- 79 79 3 (13) 1 --
------ ------ ----- ------ ----- ------ ------ -----
Total............. 17,746 20,944 4,654 43,344 1,983 (1,464) 38,054 2,604
====== ====== ===== ====== ===== ====== ====== =====
The major exposures in equity contracts are in the form of options used for
hedging the portfolio against market fluctuations. In managing interest rate
risk long-term interest income is primarily controlled by the use of interest
rate caps. In addition exchange rate fluctuations are hedged by synthetically
transforming financial assets and liabilities in foreign currencies into
E-denominated financial instruments through foreign exchange deals and currency
swaps.
F-93
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
BANKING AND ASSET MANAGEMENT SEGMENTS
NOTIONAL AMOUNT MATURITY AT 2002 2001
DECEMBER 31, 2002 ------------------------------- ------------------
--------------------------------- NOTIONAL POSITIVE NEGATIVE NOTIONAL NET
UP TO 1-5 MORE THAN PRINCIPAL MARKET MARKET PRINCIPAL MARKET
1 YEAR YEARS 5 YEARS AMOUNTS VALUES VALUES AMOUNTS VALUES
E(MN) E(MN) E(MN) E(MN) E(MN) E(MN) E(MN) E(MN)
--------- ------- ----------- --------- -------- -------- --------- ------
Interest rate
contracts:......... 1,200,206 721,778 587,629 2,509,613 46,500 (44,794) 3,216,201 259
OTC:
Forwards......... 98,372 9,115 -- 107,487 90 (101) 275,788 20
Swaps............ 985,619 608,056 511,649 2,105,324 44,994 (42,585) 2,477,685 903
Swaptions........ 528 12,028 47,431 59,987 562 (1,571) 61,842 (810)
Caps............. 10,168 28,963 16,942 56,073 296 (105) 62,172 39
Floors........... 9,482 15,852 11,093 36,427 518 (413) 40,491 118
Options.......... -- 10 239 249 17 -- 796 4
Other............ -- -- -- -- -- -- 146 --
Exchange traded:
Futures.......... 90,064 43,445 -- 133,509 14 (12) 255,075 (15)
Options.......... 5,973 4,309 275 10,557 9 (7) 42,206 --
Equity/Index
contracts.......... 71,980 52,761 3,857 128,598 7,113 (6,770) 147,176 852
OTC:
Swaps............ 853 2,354 773 3,980 520 (426) 3,951 271
Options.......... 28,622 42,501 3,046 74,169 4,586 (4,399) 85,333 272
Other............ 27 5 -- 32 -- (8) 497 361
Exchange traded:
Futures.......... 7,333 1 29 7,363 3 (9) 10,356 15
Options.......... 35,145 7,900 9 43,054 2,004 (1,928) 47,039 (67)
Foreign exchange
contracts:......... 434,250 60,657 22,192 517,099 11,911 (13,439) 519,525 1,884
OTC:
Forwards......... 340,821 10,182 201 351,204 7,570 (9,031) 370,678 874
Swaps............ 14,741 45,588 18,381 78,710 3,306 (3,091) 84,278 1,011
Options.......... 75,915 4,598 3,610 84,123 979 (1,284) 62,530 1
Other............ -- -- -- -- -- -- 122 1
Exchange traded:
Futures.......... 2,773 289 -- 3,062 56 (33) 1,798 --
Options.......... -- -- -- -- -- -- 119 (3)
Credit contracts..... 5,704 56,655 3,564 65,923 1,320 (1,354) 25,820 (190)
OTC:
Credit default
swaps.......... 5,656 48,236 2,868 56,760 807 (657) 16,561 57
Total return
swaps.......... 48 8,419 696 9,163 513 (697) 9,259 (247)
Other contracts...... 5,233 2,569 324 8,126 417 (264) 10,350 (31)
F-94
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
NOTIONAL AMOUNT MATURITY AT 2002 2001
DECEMBER 31, 2002 ------------------------------- ------------------
--------------------------------- NOTIONAL POSITIVE NEGATIVE NOTIONAL NET
UP TO 1-5 MORE THAN PRINCIPAL MARKET MARKET PRINCIPAL MARKET
1 YEAR YEARS 5 YEARS AMOUNTS VALUES VALUES AMOUNTS VALUES
E(MN) E(MN) E(MN) E(MN) E(MN) E(MN) E(MN) E(MN)
--------- ------- ----------- --------- -------- -------- --------- ------
OTC:
Precious
metals......... 4,960 2,557 324 7,841 416 (263) 9,723 (18)
Other............ 229 12 -- 241 1 (1) 332 (13)
Exchange traded:
Futures.......... -- -- -- -- -- -- 217 --
Options.......... 44 -- -- 44 -- -- 78 --
--------- ------- ------- --------- ------ ------- --------- -----
Total....... 1,717,373 894,420 617,566 3,229,359 67,261 (66,621) 3,919,072 2,774
========= ======= ======= ========= ====== ======= ========= =====
The main derivative financial instruments used are interest rate
derivatives, in particular interest rate swaps that are primarily entered into
the course of trading activities.
(41) FAIR VALUE
The fair value of a financial instrument is defined as the amount for which
a financial instrument could be exchanged between two willing parties in the
ordinary course of business. If market prices are not available, the fair value
is based on estimates using the present value of future cash flows method or
another appropriate valuation method. These methods are significantly influenced
by the assumptions made, including the discount rate applied and the estimates
of future cash flows. Specific financial instruments are discussed below.
The Group uses the following methods and assumptions to determine fair
values:
Cash and cash equivalents: The carrying amount corresponds to the fair
value due to its short-term nature.
Investments (including trading assets and liabilities): The fair value of
fixed-term securities is based on market prices, provided these are available.
If fixed-term securities are not actively traded, their fair value is determined
on the basis of valuations by independent data suppliers. The fair value of
equities is based on their stock-market prices. The carrying amount and the fair
value for fixed-term securities and equities do not include the fair value of
derivative contracts used to hedge the related fixed-term securities and
equities.
The fair value of derivatives is derived from the value of the underlying
assets and other market parameters. Exchange-traded derivative financial
instruments are valued using the fair-value method and based on publicly quoted
market prices. Valuation models established in financial markets (such as
present value models or option pricing models) are used to value OTC-traded
derivatives. In addition to interest rate curves and volatilities, these models
also take into account market and counterparty risks. Fair value represents the
capital required to settle in full all the future rights and obligations arising
from the financial contract.
Loans and advances to banks and customers: The fair value of loans is
calculated using the discounted cash flow method. This method uses the effective
yield of similar debt instruments. Where there is doubt regarding the repayment
of the loan, the anticipated cash flows are discounted using a reasonable
discount rate and includes a charge for an element of uncertainty in cash flows.
F-95
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Separate accounts assets and liabilities: The fair values of separate
accounts assets were determined using the market value of the underlying
investments. Fair values of separate accounts liabilities were determined using
cash surrender values of the policyholder's and contractholder's account.
Investment contracts with policyholders: Fair values for life insurance
investment and annuity contracts were determined using the cash surrender values
of the policyholder's and contract holder's account.
Certificated liabilities: The fair value of bonds and loans payable is
estimated using discounted cash flow analyses, using interest rates currently
being offered for similar loans and other borrowings.
The following table presents the carrying amount and estimated fair value
of the Group's financial instruments as of December 31:
2002 2001
------------------ ------------------
CARRYING FAIR CARRYING FAIR
AMOUNT VALUE AMOUNT VALUE
E(MN) E(MN) E(MN) E(MN)
-------- ------- -------- -------
Financial assets:
Cash and cash equivalents................. 21,008 21,008 21,240 21,240
Investments............................... 272,530 272,758 329,880 329,999
Loans and advances to banks and
customers.............................. 274,906 276,263 300,967 302,201
Trading assets............................ 124,842 124,842 128,422 128,422
Separate account assets................... 25,657 25,657 24,692 24,692
Financial liabilities:
Investment contracts with policyholders... 52,527 49,762 58,685 57,128
Separate account liabilities.............. 25,687 24,943 24,726 24,322
Liabilities to banks and customers........ 284,598 284,659 312,725 313,144
Certificated liabilities.................. 78,750 79,980 134,670 133,162
Trading liabilities....................... 53,520 53,520 44,538 44,538
The tax ramifications of the related unrealized gains and losses can have a
significant effect on the fair value estimates and have not been considered in
the estimates.
Certain assets and liabilities are specifically excluded from the
disclosure requirements of financial instruments. Accordingly, the aggregate
fair value amounts presented do not represent the underlying value of the Group.
(42) RELATED PARTY TRANSACTIONS
The following relates to transactions with associated enterprises and
enterprises in which the Allianz Group holds or held an ownership interest of
between 10% and 20%, or to enterprises which held such an ownership interest in
Allianz AG.
These business relationships are stated as of December 31, 2002 unless
otherwise indicated.
F-96
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DRESDNER BANK
After a successful takeover offer for the acquisition of Dresdner Bank
shares in March 2001, the conclusion of forward purchases on January 15 and 16,
2002, and some additional purchases, the Allianz Group held 95.6% of the shares
of Dresdner Bank as of February 2002. In addition, the Group announced its
intention to purchase all shares of Dresdner Bank still in the possession of
minority shareholders. The cash compensation for the transfer of these shares
was established and its adequacy was confirmed by a court-appointed auditor. On
May 24, 2002, the Annual General Meeting of Dresdner Bank approved the
squeeze-out of minority shareholders. On July 11, 2002, this decision was
entered into the Register of Commerce. By squeezing out minority shareholders,
Allianz AG acquired 15,982,988 shares of Dresdner Bank for which, based on a
valuation of E51.50 per share, it paid a compensation of E823,123,882 to the
departing minority shareholders. In accordance with the German Stock Corporation
Act, some of the squeezed-out minority shareholders asked for a review of the
adequacy of the cash compensation by the Regional Court (in a so-called
"Spruchstellenverfahren"). The outcome of these proceedings remains uncertain at
this time. Should the findings of these proceedings be to the detriment of
Allianz AG, the ordered increase of the cash compensation will be applicable to
the cash compensation of all former minority shareholders squeezed out by the
decision of the Annual General Meeting of May 24, 2002. On December 31, 2002,
the Allianz Group held an ownership interest of 100% in Dresdner Bank. As a
result, Dresdner Bank is no longer a related party company of Allianz AG but a
Group Company.
The Allianz Group and Dresdner Bank had a wide range of business
relationships prior to the acquisition of Dresdner Bank, for example in banking,
distribution of insurance products and asset management. These transactions were
concluded on ordinary market terms and conditions.
Material business relationships also exist with the following related
parties:
MUNCHENER RUCKVERSICHERUNGS-GESELLSCHAFT AG IN MUNICH (MUNICH RE)
Munich Re is an associated company of the Allianz Group. The relationship
between Allianz AG and Munich Re is set forth in the so-called Principles of
Cooperation of May 2000, which mainly govern the reinsurance relationships
between the two companies. Among other things, the Principles of Cooperation
determine that Munich Re shall provide reinsurance for 14% of the gross
self-retention of the insurance business of the companies of Allianz's German
Property-Casualty Group via Allianz AG. Under the terms of the Principles of
Cooperation, Munich Re is the principal reinsurer of Allianz AG and Allianz AG
cedes the majority of its externally ceded reinsurance to Munich Re.
Notwithstanding its right to freely choose its reinsurer, Allianz AG will give
Munich Re the first opportunity to submit bids. The Principles of Cooperation
were amended in December 2001 by a supplementary agreement, under the terms of
which the mutually ceded reinsurance volume is to be adjusted on a step-by-step
basis by 2008. The supplementary agreement is effective through December 31,
2010. Due to the merger of Vereinte Versicherung AG with Allianz
Versicherungs-AG, the share of the reinsurance business of Allianz Sachgruppe
Deutschland to be assumed by Munich Re was reduced from 14% to 10.5% in an
agreement of August 2, 2002, effective retroactively as of January 1, 2002.
The Principles of Cooperation of May 2000 can be terminated as of December
31, 2005. On December 19, 2002, this termination agreement was amended by a
supplementary agreement which stipulates the terms of termination of the
Principles of Cooperation to be ineffective until December 31, 2003 and shortens
the termination notice set forth therein from three to two years. This means
that the Principles of Cooperation will be automatically renewed for another ten
years only if they are not terminated prior to December 31, 2003.
F-97
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Other reinsurance and retrocession agreements with the individual companies
of the Allianz Group govern which reinsurance business will be assumed by the
Munich Re Group from, or ceded by the Munich Re Group, to the Allianz Group.
The Allianz Group premiums that were ceded to or assumed from companies of
the Munich Re Group are shown in the following table:
2002 2001 2000
E MN E MN E MN
----- ----- -----
Ceded premiums.............................................. 2,300 2,400 2,300
Assumed premiums............................................ 600 850 900
Of the Allianz Group's total third-party reinsurance premiums ceded,
approximately 31.3%, 30.6% and 30.2% were ceded to Munich Re in 2002, 2001 and
2000 respectively. These amounts represented approximately 4%, 4% and 4% of the
Allianz Group's gross premiums written in 2002, 2001 and 2000, respectively.
During 2001, Munich Re, as principal reinsurer of Allianz AG, assumed
substantial claims received by companies of the Allianz Group arising from the
terrorist attack of September 11, 2001 in accordance with the foregoing
contractual agreements. See "Information on the Company and Operating and
Financial Review and Prospects -- Discussion of Property-Casualty Operations by
Geographic Region -- Germany -- Allianz AG." As of December 31, 2002, E8,900
million (2001: E8,939 million) of the amounts ceded to reinsurers from insurance
reserves are due from Munich Re.
The reinsurance agreements between the two Groups are governed by terms and
conditions that could also be obtained by third parties.
In May 2000, Allianz AG and Munich Re signed a letter of intent, which
among other things, provides that Allianz AG and Munich Re will reduce their
shareholdings in each other to a level of approximately 20%. This reduction is
to be achieved, or initiated, by December 31, 2003. As of December 31, 2002, the
Allianz Group held 22.4% of the ordinary shares of Munich Re. This interest
increased to 23.2% by February 28, 2003. Munich Re informed the Group that on
December 31, 2002, the Munich Re Group held 21.2% of the ordinary shares
outstanding of Allianz AG (as of December 31, 2002). Taking into account
treasury shares held by Allianz Group companies on February 28, 2003, whose
number was reduced after fulfilling the exchange offer for participation
certificates, the registered ownership interest of the Munich Re Group in
Allianz AG amounted to 20.7% as of February 28, 2003. Effective March 31, 2003,
however, the Group reduced its shareholding in Munich Re to slightly less than
20%. As a result of the reduction in our shareholding in Munich Re to less than
20%, we ceased to account for Munich Re as an associated enterprise at March 31,
2003.
In connection with the acquisition of Dresdner Bank, Allianz AG pledged to
the Commission of the European Communities to limit its voting rights from
ordinary shares of Munich Re to 20.5% of the total ordinary share capital of
Munich Re. In addition, Allianz AG agreed to reduce its long-term shareholding
in Munich Re to 20.5%. This commitment includes the ordinary shares of Munich Re
held by Dresdner Bank. The commitment of Allianz AG to the European Commission
does not affect ordinary shares of Munich Re that are acquired and held by the
companies of the Allianz Group as part of their trading portfolio in the
ordinary course of business and which do not have voting rights attached. The
commitment also does not affect the exercise of voting rights on behalf of
clients or voting rights attached to ordinary shares held in the ordinary course
of business for the account of third parties.
In April 2001, in connection with our acquisition of Dresdner Bank, we
entered into an Agreement in Principle with Munich Re (which we refer to as the
"Agreement in Principle"),
F-98
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
pursuant to which we sold a 16.0% shareholding in HypoVereinsbank to Munich Re
for E59.22 per share, or an aggregate price of approximately E4.285 billion, on
January 15, 2002, thereby reducing our shareholding in HypoVereinsbank to
approximately 0.5%. In addition, we purchased from Munich Re its 40.6%
shareholding in Allianz Leben for E607.17 per share, or an aggregate price of
E2.587 billion, on January 15, 2002, thereby increasing our shareholding in
Allianz Leben to 91.1%.
The Principles of Cooperation between Munich Re and Allianz AG further
provide that upon termination of the Principles of Cooperation, a mutual
obligation of the parties will continue to exist for a period of two years, in
accordance with which both Allianz AG and Munich Re, if they wish to sell their
ownership interest they hold in the other, will grant the other a right to
designate the buyer of the ownership interest being sold. In addition, if the
party whose shares are being sold exercises its right of first offer, the
selling party shall be entitled to request the other party to sell to it or
another designated person the shares of the selling party. Reciprocal rights of
first refusal also apply to post-termination dispositions of interests in
majority jointly held German insurance companies. Upon termination of the
Principles of Cooperation, the existing reinsurance arrangements between Allianz
AG and Munich Re will remain in force but may be terminated at any time pursuant
to the provisions of the relevant reinsurance agreements. The reinsurance
arrangements with respect to majority jointly held entities will remain in
effect. All disputes arising from the Principles of Cooperation are to be
resolved through binding arbitration.
On January 15, 2002, the 40.5% ownership interest in Allianz
Lebensversicherungs-AG (Allianz Leben) previously held by Munich Re was sold to
Allianz AG. The reinsurance relationships between Allianz Leben and Munich Re
will continue on the basis of existing contracts until 2010.
Effective as of June 30, 2002, Munich Re transferred its ownership interest
of 50.0% in Franfurter Versicherungs-AG and its ownership interest of 45.0% in
Bayerische Versicherungsbank AG to Allianz Versicherungs-AG. Allianz transferred
its ownership interest of 36.1% in Karlsruher Lebensversicherung AG, a
subsidiary of Munich Re, to Munich Re. These transfers were made in fulfillment
of the agreement in the letter of intent signed between Allianz AG and Munich Re
on May 4, 2000.
In addition to the arrangements described above, the Allianz Group and
Munich Re and its subsidiaries enter into various transactions with each other
in the ordinary course of business, including the provision of direct insurance
by Allianz Group companies to Munich Re and its subsidiaries, and vice versa.
Allianz expects these transactions to continue.
HYPOVEREINSBANK AG
On January 15, 2002, Allianz Group transferred a 16% shareholding in
HypoVereinsbank to Munich Re for a purchase price of E5,133 million to
effectively dispose of the Allianz Group's shareholding in HypoVereinsbank. On
December 31, 2002, Allianz Group held 0.3% of the ordinary shares of
HypoVereinsbank. At the same date, HypoVereinsbank held 4.6% of the ordinary
shares of Allianz AG. Taking into account ordinary shares of Allianz AG held by
Allianz Group companies, the ownership interest of HypoVereinsbank in Allianz AG
on February 28, 2003, was 4.9%.
Allianz AG and its subsidiaries terminated the existing cooperation
agreement with HypoVereinsbank concerning the distribution of insurance products
in the course of the year 2001.
F-99
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
As of June 7, 2002, we held approximately 0.5% of the ordinary shares of
HypoVereinsbank.On April 4, 2002, HypoVereinsbank reported ownership of 6.2% of
Allianz AG's ordinary shares pursuant to the German Securities Trading Act.
In addition, Allianz Group companies and HypoVereinsbank and its
subsidiaries enter into a wide variety of transactions with each other in the
ordinary course of business, including banking, insurance, broker-dealer,
securities lending, joint venture and other transactions.
EXERCISE OF MANDATES IN RELATED ENTERPRISES
On December 31, 2002, no member of the Board of Management or the
Supervisory Board of Allianz AG held any seat on the Board of Management or the
Supervisory Board of Munich Re or HypoVereinsbank.
TRANSACTIONS WITH RELATED ENTERPRISES
Transactions with the above-mentioned related enterprises are concluded at
ordinary market terms.
OTHER RELATED COMPANIES
The Allianz Group has a number of additional associated companies in which
the Allianz Group holds interests of between 10% and 20%. Companies of the
Allianz Group have various types of business relations with these companies
(particularly in the area of insurance, banking and asset management). These
relations are subject to ordinary market conditions. In particular, the business
relations with associated companies in the insurance business take on various
forms and may also include special service, reinsurance, cost-sharing and asset
management agreements whose terms Allianz Group deems to be appropriate.
TERROR RISK INSURANCE COMPANIES
In the aftermath of the terrorist attacks of September 11, 2001, terror
risk insurance companies were founded in Germany and Luxembourg to address the
existing shortage of direct insurance and reinsurance coverage for major risks
in the international markets. The shareholders of these companies are a number
of direct insurers and reinsurers, including companies of the Allianz Group.
Allianz Versicherungs-AG holds a 16% interest in Deutsche EXTREMUS
Versicherungs-AG (EXTREMUS), which was registered on October 22, 2002, and has
an equity capital of E50 million. Munich Re also holds a 16% interest in
EXTREMUS. On the basis of the E10 billion state guarantee granted by the Federal
Republic of Germany, EXTREMUS is able to provide excess coverage of up to E13
billion for terror risks encountered in Germany. Allianz AG holds an 18.2%
interest in Special Risk Insurance and Reinsurance Luxembourg S.A. (SRIR), which
was registered on April 4, 2002, and has an equity capital of E300 million.
LOANS TO SHAREHOLDERS
As part of the normal course of business, the Group also grants loans to
non-employee shareholders. These are granted at market conditions. Employees may
obtain the preferential conditions usually granted in the industry.
LOANS TO MEMBERS OF THE BOARD OF MANAGEMENT AND THE SUPERVISORY BOARD
In the normal course of business, members of the Board of Management and
the Supervisory Board may be granted loans by Dresdner Bank. Such loans are
subject to the usual
F-100
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
conditions in the industry. No additional loans were granted in the past year.
On December 31, 2002, loans to board members granted in previous years and
amounting to E0.5 million (2001: E1 million) were still outstanding, including
E0.5 million (2001: E1 million) to board members of subsidiaries.
(43) CONTINGENT LIABILITIES AND OTHER FINANCIAL COMMITMENTS
LEGAL PROCEEDINGS
GENERAL
Allianz Group companies are involved in legal, regulatory and arbitration
proceedings in Germany and a number of foreign jurisdictions, including the
United States, involving claims by and against them, which arise in the ordinary
course of their businesses, including in connection with their activities as
insurers, employers, investors and taxpayers. While it is not feasible to
predict or determine the ultimate outcome of all pending or threatened
proceedings, management does not believe that the outcome of these proceedings,
including the litigation and the Holocaust-related matters discussed below, will
have a material adverse effect on the financial position or results of
operations of Allianz Group, after consideration of any applicable reserves.
LITIGATION
In May 2001, a consolidated class action complaint seeking class action
status, In re Deutsche Telekom Securities Litigation, was brought against
Dresdner Bank and other defendants in the United States District Court for the
Southern District of New York by purported purchasers of Deutsche Telekom
American Depositary Shares (ADSs) issued pursuant to a registration statement
filed with the Securities and Exchange Commission on May 22, 2000 and pursuant
to a prospectus dated June 17, 2000. Dresdner Bank, which was one of the
underwriting syndicate's joint global coordinators, was one of the named
defendants. The complaint alleges that the offering prospectus contained
material misrepresentations and/or omissions relating to Deutsche Telekom. In
October 2002, the court granted the plaintiffs' motion for class certification.
The action seeks rescission of the sales and damages in an as yet unspecified
amount. The management of Dresdner Bank believes the complaint is without merit
insofar as it relates to Dresdner Bank.
In August 2001, the European Commission initiated antitrust proceedings
pursuant to Article 81 of the EU Treaty against various banks, including
Dresdner Bank, in connection with alleged agreements to set prices for the
exchange of foreign currencies within the EU. In December 2001, pursuant to
these proceedings, the European Commission imposed a fine of E28 million against
Dresdner Bank. The management of Dresdner Bank believes these proceedings are
without merit as they relate to Dresdner Bank. In February 2002, Dresdner Bank
initiated proceedings against the European Commission in the Court of First
Instance of the European Community. Due to delayed pleadings by the European
Commission, Dresdner Bank requested a judgment by default on June 25, 2002.
In July 2002, the German Federal Cartel Office (Bundeskartellamt)commenced
an investigation against several property-casualty insurance companies in
Germany, including subsidiaries of Allianz AG, in connection with alleged
coordinated behavior to achieve premium increases for the commercial and
industrial property and liability insurance business. Also, in December 2001 the
European Commission commenced a preliminary investigation against several
insurance companies operating in London, including a subsidiary of Allianz AG,
in connection with alleged anti-competitive behavior related to aviation war
risk insurance in the London market. To date, the
F-101
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Allianz Group has not received any official complaint, or indication of any
amount claimed, in either matter. Allianz AG cannot predict the outcome of these
investigations at this time.
On November 5, 2001, a lawsuit, Silverstein v. Swiss Re International
Business Insurance Company Ltd., was filed against certain insurers and
reinsurers, including Allianz Insurance Co., in the United States District Court
for the Southern District of New York seeking a determination that the terrorist
attack of September 11, 2001 on the World Trade Center constituted two separate
occurrences under the alleged terms of various coverages. Allianz Insurance Co.
has also filed suit against Silverstein on January 2, 2002, in connection with
the coverage issues arising from the September 11, 2001 attack on the World
Trade Center, and these and other related suits have been consolidated for
discovery and other purposes. On January 30, 2003, the court rejected a motion
by Allianz Insurance Co. seeking a determination by the court itself that the
terror attack of September 11, 2001, constituted a single event. The judge
referred this issue to the jury. Based on the policy wording at issue, we
believe that the basis of Allianz Insurance Co.'s claim is sound, and that the
Silverstein claims are without merit insofar as they relate to Allianz Insurance
Co. In connection with the terrorist attack of September 11, 2001 Allianz Group
recorded net claims expense of approximately E1.5 billion in 2001 for the
Allianz Group on the basis of one occurrence. In the event that liability is
premised under a two occurrence theory, Allianz AG estimates that the Allianz
Group may have an additional net exposure of approximately E200 million.
On December 19, 2002, the insolvency administrator of KirchMedia GmbH & Co.
KGaA (or KirchMedia) made a formal demand on Dresdner Bank to return a former
KirchMedia shareholding to the insolvency assets (Insolvenzmasse) or to make
payment to the insolvency assets to compensate for the loss of the shareholding.
The shareholding, a 25% stake in the Spanish television group Telecinco, had
been pledged by subsidiaries of KirchMedia to Dresdner Bank as collateral for a
loan of E500 million from Dresdner Bank to KirchMedia's holding company,
TaurusHolding GmbH & Co. KG (or TaurusHolding). Following TaurusHolding's
default on the loan in April 2002 and insolvency in June 2002, Dresdner Bank
enforced its security interest and acquired through a subsidiary the Telecinco
shareholding in a forced auction sale. The insolvency administrator contends
that the pledge was created under circumstances that cause it to be invalid or
void and may initiate legal action against Dresdner Bank. The management of
Dresdner Bank believes that there is no valid basis for the insolvency
administrator's demand.
On May 24, 2002, pursuant to a statutory squeeze-out procedure, the general
meeting of Dresdner Bank AG resolved to transfer shares from its minority
shareholders to Allianz AG as principal shareholder in return for payment of a
cash settlement amounting to E51.50 per share. The amount of the cash settlement
was established by Allianz AG on the basis of an expert opinion, and its
adequacy was confirmed by a court-appointed auditor. Some of the former minority
shareholders applied for a court review of the appropriate amount of the cash
settlement in a mediation procedure (Spruchverfahren), which is pending with the
district court (Landgericht) of Frankfurt. The outcome of this mediation
procedure remains uncertain at this time. In the event that the court were to
determine a higher amount as an appropriate cash settlement, this would affect
all approximately 16 million shares which were transferred to Allianz AG.
HOLOCAUST-RELATED MATTERS
In July 2000, the governments of Germany and the United States signed an
Executive Agreement, meant to secure a comprehensive and enduring resolution
with respect to Holocaust-related claims brought against German companies and
their non-German subsidiaries. Pursuant
F-102
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
to the Executive Agreement, after being notified that a Holocaust-related claim
has been asserted in a U.S. federal or state court against a German company, the
U.S. government shall inform the court through a statement of interest that it
is in the foreign policy interests of the United States for the Foundation for
Remembrance, Responsibility and the Future (or the Foundation) to be the
exclusive remedy and forum for resolving such claims against German companies
and their subsidiaries, and that dismissal of such claims by U.S. federal and
state courts is in the foreign policy interest of the United States.
The U.S. government has consented to use its best efforts to achieve
similar objectives with respect to legislation that has been implemented by the
states of the United States since 1998, requiring insurance companies to report
the status of policies sold in Europe prior to and during World War II. Some of
these statutes provide for license suspension in the event of non-compliance.
This legislation has been challenged primarily on constitutional grounds in
federal courts in Florida and California by individual insurance companies and
in addition, in California by the American Insurance Association. On October 2,
2001, the United States Court of Appeals for the Eleventh Circuit struck down
the reporting provisions of the Florida statute as unconstitutional. The period
for appeal of this decision has expired. In October 2001, the United States
District Court for the Eastern District of California struck down the California
statute as unconstitutional. This decision was reversed by an appellate decision
of the United States Court of Appeals for the Ninth Circuit on July 15, 2002. On
June 23, 2003, the United States Supreme Court struck down the California law on
constitutional grounds.
In August 2000, the German government enacted legislation (or the
Foundation Law) implementing the Foundation, which was funded with approximately
E5.1 billion in equal parts from the German government and German companies.
Allianz (including Dresdner Bank) has fulfilled all of its obligations as a
member of the Foundation Initiative, and the Foundation Law explicitly provides
that no further payments by donors such as Allianz are required. Eligible
claims, including costs, are covered under the provisions of the Foundation Law.
The Foundation began to distribute funds in mid-2001.
Based on the Executive Agreement and statements of interest of the U.S.
government, individual actions and purported class actions previously filed in
the United States against Allianz AG and its subsidiaries, including Dresdner
Bank, were dismissed since 2000. On June 21, 2001, Dresdner Bank was served with
process in a purported Holocaust-related action, Ungaro-Benages v. Dresdner
Bank, filed in the United States District Court for the Southern District of
Florida. On January 18, 2002, the U.S. government filed a statement of interest
to the court. Upon the defendants' motion, the court rejected the action on
February 14, 2003. On April 9, 2003, the plaintiff in this action filed an
appeal. On May 31, 2002, Dresdner Bank was served with process in an additional
Holocaust-related action, Widerynski v. Dresdner Bank, filed in the Superior
Court of California, County of Los Angeles. Upon the defendant's motion, this
action was rejected on January 31, 2003. On June 20, 2002, a new
Holocaust-related action, Gross v. German Foundation Industrial Initiative, was
filed in the United States District Court for the District of New Jersey against
Allianz AG, Dresdner Bank and other members of the German Foundation Industrial
Initiative. So far, no service of process has taken place in connection with
this action, and the Allianz Group has not received any indication of the amount
claimed.
OTHER CONTINGENCIES AND COMMITMENTS
Other contingencies and commitments resulting primarily from our banking
business include the Group's potential future liabilities under loan commitments
to customers not yet drawn upon, with the term of such commitments being
limited. The Group engages in providing open credit
F-103
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
facilities to allow customers quick access to funds required to meet their
short-term obligations as well as their long-term financing needs. Such credit
facilities can take the form of guarantees, whereby the Group might guarantee
repayment of a loan taken out by a client with a third party, stand-by letters
of credit which are credit enhancement facilities enabling customers to engage
in trade finance at lower cost, documentary letters of credit which are payments
related to foreign trade finance made on behalf of a customer and reimbursed to
the Group later, note issuance facilities and revolving underwriting facilities
which allow customers to issue money-market paper or medium-term notes when
required without engaging in the normal underwriting process on each occasion.
Revenue for guarantees is recognized under "Fee and commission income" and is
determined by application of agreed rates on the nominal amount of the
guarantees.
The figures disclosed in the accompanying tables represent the amounts at
risk should customers draw fully on all facilities and then default, excluding
the effect of any collateral. The majority of these commitments may expire
without being drawn upon and are not representative of actual future credit
exposure or liquidity requirements for such commitments.
2002 2001
E(MN) E(MN)
------ ------
Contingent liabilities on endorsed bills of exchange settled
with customers............................................ 1 1
Contingencies on guarantees and warranties Credit
guarantees................................................ 1,878 2,131
Other guarantees and warranties........................... 16,234 17,301
Letters of credit opened............................... 1,107 1,189
Letters of credit confirmed............................ 985 1,108
------ ------
Subtotal.................................................... 20,205 21,730
Liability on collateral pledged for third-party
liabilities............................................... -- 567
Other contingent liabilities................................ 385 3,194
------ ------
Total contingent liabilities................................ 20,590 25,491
====== ======
Underwriting commitments.................................... 7 --
Irrevocable loan commitments Advances....................... 31,321 27,947
Stand-by facilities....................................... 11,567 12,346
Guarantee credits......................................... 2,942 1,785
Discount credits.......................................... 75 15
Mortgage loans/public-sector loans........................ 307 844
------ ------
Total other commitments..................................... 46,219 42,937
====== ======
As of December 31, 2002 there were no underwriting commitments drawn.
On the balance sheet date, commitments to pay up shares, bonds and other
capital interests totaled E85 million (2001: E58 million); secondary liabilities
under sec.24 of the German Limited Liability Companies Act (GmbH-Gesetz) were
E16 million (2001: E16 million), and obligations arising from hire, rental and
leasing agreements existed in an aggregate amount of E2,920 million (2001 E1,971
million).
Liquiditats-Konsortialbank GmbH (LIKO) is a bank founded in 1974 in order
to provide funding for German banks which experience liquidity problems. The
shares in LIKO are 30% owned by Deutsche Bundesbank, while the rest of the
shares are being held by other German
F-104
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
banks and banking associations. The shareholders have provided capital of E200
million to fund LIKO; Dresdner Bank's participation is E12.1 million. Dresdner
Bank is contingently liable to pay future assessments to LIKO up to E60.5
million. In addition, under clause sec.5 (4) of the Articles of Association of
LIKO, Dresdner Bank is committed to a secondary liability which arises if other
shareholders do not fulfill their commitments to pay their future assessments.
In all cases of secondary liability, the financial status of the other
shareholders involved is sound.
The liability arising from Dresdner Bank's interest in Bankhaus Reuschel &
Co. is unlimited due to the legal form in which this enterprise is organized.
The financial status of the other partners involved is sound.
In addition, Dresdner Bank is a member of the German banks' Joint Fund for
Securing Customer Deposits, which covers liabilities to each creditor up to
specified amounts. As a member of the Joint Fund, which is itself a shareholder
in LIKO, Dresdner Bank is liable with the other members of the Fund for
additional capital contributions, with the maximum being the amount of Dresdner
Bank's annual contribution. In the year 2002, the Joint Fund did not levy a
contribution (2001: no contribution). Under section 5 (10) of the Statutes of
the Joint Fund for Securing Customer Deposits, we have undertaken to indemnify
the Federal Association of German Banks (Bundesverband deutscher Banken e.V.)
for any losses it may incur by reason of measures taken on behalf of any banks
in which we own a majority interest.
Allianz AG has committed to make future capital payments in favor of our
North American holding company, Allianz of America, Inc. This will place Allianz
of America, Inc. in a position to provide sufficient capital on its part for
Allianz Insurance Company, Los Angeles, so that this company can meet its
payment obligations for claims received in connection with the terrorist attack
of September 11, 2001. These future capital payments are limited to USD 575
million and are secured by pledges of securities.
For Allianz of America Inc., Wilmington, Allianz AG posted a surety
declaration for obligations in connection with the acquisition of PIMCO Advisers
L.P. The Allianz Group acquired a 69.5% interest in PIMCO, whereby minority
partners have the option of offering their 30.5% share to the majority partner.
On December 31, 2002, these commitments amounted to a total of USD 2,054
million.
In addition, the Allianz Group has provided a guarantee to third parties in
respect of obligations relating to the sale of certain subsidiaries. The amount
of the guarantee had a maximal exposure of E750 million as of December 31, 2002.
In the course of the purchase of Nicholas Applegate, San Diego, an
agreement was reached that part of the purchase price would fall due in 2005 and
that the amount would depend on the income growth of Nicholas Applegate:
- if average income growth during this period is at least 25%, this
purchase price component will be USD 1.09 bn, with bonus payments of USD
150 mn;
- if average income growth is between 10% and 25%, payments will be scaled
down;
- if average income growth is below 10%, no payments will be made.
There are further potential financial commitments in connection with the
promise of compensation to holders of rights under stock option programs of AGF.
The Group occupies leased space in many locations under various long-term
operating leases and have entered into various operating leases covering the
long-term use of data
F-105
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
processing equipment and other office items. Rent expense for 2002 was E185
million (2001: E180 million, 2000: E158 million).
As of December 31, 2002, the future minimum lease payments under
non-cancelable operating leases were as follows:
E(MN)
-----
2003........................................................ 224
2004........................................................ 203
2005........................................................ 162
2006........................................................ 146
Thereafter.................................................. 673
-----
Total..................................................... 1,408
Less: Subleases............................................. 43
-----
Total, net........................................ 1,365
=====
FASB INTERPRETATION NO. 46
In January 2003, the FASB issued Interpretation No. 46, Consolidation of
Variable Interest Entities (FIN 46). FIN 46 introduces a new concept of a
variable interest entity (VIE). A VIE is an entity (1) that has a total equity
investment at risk that is not sufficient to finance its activities without
additional subordinated financial support from other parties, or (2) where the
group of equity owners does not have the ability to make significant decisions
about the entity's activities through voting or similar rights, or the
obligation to absorb the entity's expected losses, or the right to receive the
entity's expected residual returns. Entities that are exempt from FIN 46
include: transferors to qualifying special-purpose entities (QSPEs) meeting the
requirements of Statement 140, Accounting for Transfers and Servicing of
Financial Assets and Extinguishments of Liabilities, and all other parties to a
QSPE, unless those parties can unilaterally liquidate the QSPE or change the
entity so that it no longer qualifies as a QSPE; registered investment companies
(RIC) under the Investment Company Act of 1940 will not consolidate any entity
that is not also a RIC; employee benefit plans accounted for under the Statement
87, Employers' Account for Pensions, Statement 106, Employers' Accounting for
Postretirement Benefits Other Than Pensions and Statement 112, Employers'
Accounting for Postemployment Benefits; and separate accounts of life insurance
entities.
FIN 46 requires transitional disclosures where it is reasonably possible
that the Group will have to consolidate or disclose information about VIEs when
FIN 46 becomes fully effective on July 1, 2003. The following transitional
disclosures are based on the Group's preliminary assessment of the entities it
is involved with as those entities are currently structured. However, the actual
impact upon adoption of FIN 46 may differ significantly.
The Group transfers financial assets to certain special purpose entities in
revolving securitizations of commerical mortgage or other loan portfolios. The
assets transferred are securitized as debt instruments by the buying special
purpose entities and sold to third parties. The Group conducts these
transactions through the special purpose entities Silver Lux Inc., Grand Cayman,
and Silver Tower 125 Inc., Grand Cayman. The Group consolidates these special
purpose entities as the Group continues to control the financial assets
transferred and retains the servicing of such loans. As of December 31, 2002,
these special purpose entities were comprised
F-106
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
of total assets of E5,201 million and had a maximum exposure to loss of E9,953
million as not all irrevocable loan commitments have been fully drawn down.
The Group also engages in special purpose entities which are primarily used
for investments in funds and structured financing transactions for the Group's
clients. These special purpose entities are not QSPEs, but are not consolidated
by the Group as the client bears the underlying risk. As of December 31, 2002,
these special purpose entities were comprised of total assets of E4,897 million
and had a maximum exposure to loss of E5,608 million, which reflects irrevocable
loan commitments and guarantees that have not been drawn down, in addition to
the Group's current level of investment.
(44) OTHER INFORMATION
GENERAL INFORMATION ABOUT THE PARENT COMPANY
The parent company of the Group is Allianz AG, Munich. The company is an
"Aktiengesellschaft" (public stock corporation) incorporated in Germany. It is
recorded in the Munich Commercial Register under its registered address at
Koniginstrasse 28, 80802 Munchen. Besides serving as holding company for the
Group, Allianz AG also acts as the primary reinsurance carrier for the Group.
EMPLOYEE INFORMATION
At the end of 2002, the Group employed a total of 181,651 people (2001:
179,946, 2000: 119,683). 86,768 (2001: 87,589, 2000: 43,124) were employed in
Germany and 94,883 (2001: 92,357, 2000: 76,559) abroad. The number of employees
undergoing training decreased by 657 in 2002 to 7,588.
Personnel expenses for the years ended December 31, are as follows:
2002 2001 2000
E(MN) E(MN) E(MN)
----- ----- -----
Salaries and wages......................................... 8,848 6,819 4,802
Social security contributions and employee assistance...... 1,458 1,208 1,104
Expenses for pensions and other post-retirement benefits... 992 405 501
------ ----- -----
Total............................................ 11,298 8,432 6,407
====== ===== =====
STOCK RELATED REMUNERATION
The Group applies APB 25 in accounting for its stock related remuneration
plans. Pursuant to FAS 123, a company can recognize compensation expense over
the related service period based on the fair value of the stock at the grant
date. Refer to Note 4 for a further description of these accounting standards
and a presentation of the effect on net income and earnings per share had the
Group applied FAS 123 in accounting for the stock plans. The fair value effect
of stock options reported in Note 4 is derived by application of the binomial
option pricing model. The following table provides the weighted average fair
value of options granted and the
F-107
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
additional assumptions used by the Group during the year in estimating the fair
value of the options at the grant date.
2002 2001 2000
---- ---- ----
Weighted average fair value of options granted............. E3.67 E9.56 E13.77
Weighted average assumptions:
Risk free interest rate.................................. 4.4% 4.8% 5.7%
Expected volatility...................................... 30.0% 20.0% 23.0%
Dividend yield........................................... 4.0% 3.7% 3.2%
STOCK PURCHASE PLANS FOR EMPLOYEES
Shares in Allianz AG are offered to qualified employees in Germany and
abroad within pre-defined timeframes at favorable conditions. In order to be
qualified, employees must have been employed in continuous service or had a
position as an apprentice for a period of six months prior to the share offer
and notice must not have been served. Share purchase plans also include
restrictions relating to the amount that the employee can invest in purchasing
shares. All participating enterprises in Germany and abroad impose restrictions
on the disposal of shares, though the length of time varies from a minimum of
one year to a maximum of five years, depending on the country involved. The
shares are freely disposable after the expiration of the minimum holding period.
The number of shares issued under these plans was 136,222 in 2002 (2001:
361,235, 2000: 193,586). The difference between the exercise price and market
price of E4.6 million in 2002 (2001: E26.7 million, 2000: E21.0 million) was
reported as part of compensation expense.
LONG TERM INCENTIVE PLAN
Long term incentive plans (LIP) were set up in 1999 for senior management,
in order to reward the contribution made by this level of management toward
increasing corporate value and to promote the long-term success of the Group. As
of December 31, 2001, plans were authorized for 2002, 2001, and 2000.
Under these plans, Stock Appreciation Rights (SARs) are allocated to each
senior manager as of April 1. Restrictions are applicable for a period of two
years and the rights expire at the end of seven years.
The stock appreciation rights may be exercised at any time between the
second and the seventh anniversary of the effective date of the relevant plan,
provided
- during their contractual term, the price of Allianz AG shares has
outperformed the Dow Jones Europe STOXX Price Index (600) at least once
for a period of five consecutive stock exchange days and
- the Allianz share price outperforms the reference price by at least 20.0%
at the time when the rights are exercised. The reference price for the
LIP 2002 (E265) is the average price of Allianz shares for the first ten
trading days after April 18, 2002, the date of the Financial Statements
press conference for fiscal 2001.
Under the conditions of the LIP, Group companies are obligated to pay the
difference between the stock market price of Allianz shares on the day the
rights are exercised and the reference price as specified in the respective plan
in cash. The maximum difference is capped at 150% of the reference price.
F-108
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The 2002, 2001 and 2000 incentive plans specify reference prices of E265,
E356 and E367, respectively. As of December 31, 2002, a total of 1,507,414
appreciation rights were outstanding under all our incentive plans. Of this
amount, 625,454 appreciation rights were outstanding under the 2002 incentive
plan whereas 380,391 and 245,542 were outstanding under the 2001 and 2000
incentive plan respectively.
The fair value at grant date of the 625,454 SARs issued under the LIP 2002
was E69 million based on standard option valuation methods (Black-Scholes or
Binomial Method). The fair value of these rights at the end of the fiscal year
was E5 million. The total outstanding SARs issued from 1999 to 2002 as of
December 31, 2002 of 1,507,414 (2001: 825,979) had a fair value of E6 million
(2000: E65 million).
Upon exercise of the appreciation rights, payment is made in the relevant
local currency by the company granting the stock appreciation rights. Stock
appreciation rights not exercised by the last day of a plan will be exercised
automatically where the necessary conditions have been met. Where these
conditions have not been met or a plan participant ceases to be employed, the
plan participant's appreciation rights are forfeited.
No rights were exercised for any LIP as of December 31, 2002. The two-year
restricted period had not yet expired on December 31, 2002, for the incentive
plans covering the years 2002 and 2001. None of the plans met the second
condition defined above (20% increase of the share price).
A reserve of E21 million was established at December 31, 2000 and reported
under the heading "Miscellaneous accrued liabilities" to record the intrinsic
value of the SARs. The intrinsic value corresponds to the difference between the
current share price on the balance sheet date and the reference price of the
relevant plan. Because the intrinsic value of all SARs issued at December 31,
2002 was zero, the reserves formed in the course of the previous years were
released. Call options have been entered into to hedge future obligations.
SHARE OPTION AND SHAREHOLDING PLANS OF SUBSIDIARIES
Managers at the AGF Group, Paris were offered share options on AGF shares
as follows:
VESTING OPTIONS
DATE GRANTED PERIOD GRANTED EXERCISED EXPIRED
------------ ------- --------- --------- -------
December 1994 and February 1996.......... 2 years 1,217,000 1,040,876 127,594
December 1996............................ 2 years 794,150 486,363 106,459
September 1997, October 1998 and October
1999................................... 5 years 2,693,500 699,279 178,973
October 2000............................. 5 years 1,000,000 3,000 83,132
October 2001............................. 2 years 1,022,100 -- 64,288
October 2002............................. 2 years 850,000 -- --
These options have an exercise price of at least 95% of the market price on
the day of grant. The maximum term for these options is eight years. These
options are independent of the renumeration plans of the Allianz Group.
F-109
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
AGF stock option activity during the periods indicated were as follows:
WEIGHTED-
NUMBER OF AVERAGE
AGF SHARES EXERCISE PRICE(E)
---------- -----------------
Balance as of December 31, 2000......................... 4,165,750 43.48
---------
Granted............................................... 1,022,100 48,59
Exercised............................................. (147,200) 25.34
Forfeited............................................. (6,050) 23.90
---------
Balance as of December 31, 2001......................... 5,034,600 45.07
=========
Granted............................................... 850,000 33.66
Exercised............................................. (775,818) 31.34
Forfeited............................................. (321,996) 46.85
---------
Balance as of December 31, 2002......................... 4,786,786 45.15
=========
The following table summarizes information about AGF stock options
outstanding and exercisable as of December 31, 2002:
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
---------------------------------------------------- ----------------------------
AGF OPTIONS WEIGHTED WEIGHTED WEIGHTED
OUTSTANDING AS OF AVERAGE AVERAGE AGF OPTIONS AVERAGE
DECEMBER 31, REMAINING EXERCISE EXERCISABLE AS OF EXERCISE
RANGE 2002 CONTRACTUAL LIFE PRICE DECEMBER 31, 2002 PRICE
----- ----------------- --------------------- -------- ----------------- --------
20.00-29.99.......... 249,858 1.8 years 23.77 249,858 23.77
30.00-39.99.......... 878,721 7.7 years 33.63 28,721 32.62
40.00-49.99.......... 2,744,339 5.2 years 46.84 -- --
50.00-59.99.......... 913,868 5.8 years 57.03 -- --
--------- --------- ----- ------- -----
Total...... 4,786,786 5.6 years 45.15 278,579 24.68
========= ========= ===== ======= =====
Managers at the RAS Group, Milan have been offered share options on RAS
shares during 2002. These options have an exercise price of E12.93 per share.
The options can be exercised between August 1, 2003 and July 31, 2008. There
were 793,000 options issued under this scheme outstanding as of December 31,
2002.
RAS S.p.A., Milan, also offers shareholding plans for eligible employees
based on the RAS share, independently of the share purchase plan offered by
Allianz. The shares issued under this scheme are subject to restrictions for 3
years in each case from the date of issue. The number of RAS shares issued in
2002 was 479,943 (2001: 303,911) resulting in 1,162,346 RAS shares issued under
the plans that were still subject to restrictions as of December 31, 2002.
During 1999, Subalpina S.p.a., Turin has granted 40,000 shares of Subalpina
to members of its management. No further shares have been granted during 2000,
2001 and 2002, respectively.
SUPPLEMENTARY CASH FLOW INFORMATION
First-time compliance with regulations specific to the banking sector
required changes in the format of the cash flow statement. The headings for the
previous years were adjusted accordingly.
F-110
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The data for the cash flow statement were prepared in accordance with
International Financial Reporting Standards. It excludes the effects of major
changes in the scope of consolidation, which in 2002 included in particular the
purchase of additional shares of Allianz Lebensversicherungs-AG, Stuttgart,
Bayerische Versicherungsbank AG, Munich, Frankfurter Versicherungs-AG,
Frankfurt/Main, Dresdner Bank Group, Frankfurt/Main, and Slovenska poist'ovna
a.s., Bratislava, as well as the deconsolidation of Deutsche Hyp Deutsche
Hypothekenbank Frankfurt-Hamburg AG, Frankfurt/Main, and during the course of
2001, in particular the acquisition of Dresdner Bank Group, Frankfurt/Main, and
Nicholas-Applegate, San Diego, and during the course of 2000, in particular the
acquisition of PIMCO Advisors L.P., Delaware, Zwolsche Algemeene Holding,
Nieuwegein, and Allianz-Tiriac Asigurari, Bucharest. Subsequent to the date of
acquisition, the cash of these companies has been included in the cash flow
statement. The deconsolidation led to a decrease in the value of investments
held (excluding funds held by others) by E43,558 million (2001: increase of
E77,978 million, 2000: increase of E1,440 million). Acquistions increased
goodwill by E2,924 million (2001: E5,146 million, 2000: E2,761 million) and
increased the net total of other assets and liabilities by E51,416 million
(2001: decrease of E88,568 million, 2000: decrease of E1,146 million). Cash
outflow related to these transactions amounted to E10,764 million (2001: E12,450
million, 2000: E3,099 million). Cash and cash equivalents were reduced by
changes in the scope of consolidation amounting to E23 million (2001: increase
of E24,564 million, 2000: increase of E45 million). Outflow for taxes on income
amounted to E1,196 million (2001: inflow of E306 million, 2000: outflow of
E1,873 million).
EARNINGS PER SHARE
Basic earnings per share is computed by dividing consolidated net income by
the weighted average number of common shares outstanding for the period. Diluted
earnings per share
F-111
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
reflects the effect of potentially dilutive securities. The reconciliation of
basic and dilutive earnings per share for the years ended December 31, is as
follows:
NUMBER OF SHARES
(NOT INCLUDING EARNINGS
NET INCOME WEIGHTED AVERAGE SHARES HELD BY PER SHARE
E(MN) NUMBER OF SHARES THE COMPANY) E
---------- ---------------- ---------------- ---------
2002
Basic earnings per share... (1,229) 242,788,806 242,977,214 (5.06)
Effect of dilutive
securities.............. -- -- -- --
------ ----------- ----------- -----
Net income available to
common shareholders... (1,229) 242,788,806 242,977,214 (5.06)
====== =========== =========== =====
2001
Basic earnings per share... 1,585 243,585,880 241,189,535 6.51
Effect of dilutive
securities.............. -- -- -- --
------ ----------- ----------- -----
Net income available to
common shareholders... 1,585 243,585,880 241,189,535 6.51
====== =========== =========== =====
2000
Basic earnings per share... 3,448 245,401,507 245,750,000 14.05
Effect of dilutive
securities.............. -- -- -- --
------ ----------- ----------- -----
Net income available to
common shareholders... 3,448 245,401,507 245,750,000 14.05
====== =========== =========== =====
The weighted average number of shares does not include 23,658,308 (2001:
11,073,783 and 2000: 0) shares held by the Group. The Group did not have any
securities with a dilutive effect on earnings per share for the years ended
December 31, 2002, 2001 and 2000.
OTHER DISCLOSURE
As discussed in Note 3, certain subsidiaries have been consolidated where
Allianz AG owns less than the majority of the voting power of the subsidiary
because Allianz AG exercises control over these entities by its ability to
govern the financial and operating policies of the enterprise through management
agreements. A majority interest in Bayerische Versicherungsbank AG and
Frankfurter Versicherungs-AG was acquired in 2002.
Bayerische Versicherungsbank and Frankfurter Versicherungs-AG were
consolidated in 2001 and 2000, on the basis of control agreements between each
such subsidiary and Allianz AG. The control agreements operated to give Allianz
AG the right to approve all matters presented to meetings of the relevant
subsidiary's shareholders and supervisory board, including such matters as
approval of annual accounts, amendments to articles of association, and
appointments of management board and supervisory board members. All of the
members of the management boards of Bayerische Versicherungsbank and Frankfurter
Versicherungs-AG in 2001 and 2000 were also officers or directors of Allianz
Group companies. No other shareholder of Bayerische Versicherungsbank or
Frankfurter Versicherungs-AG was represented on the management boards of such
subsidiaries during such periods.
Each of Creditras, Duerrevita and Antoniana was consolidated in all periods
presented on the basis of shareholder agreements between the Allianz Group
subsidiary owning 50% of each such subsidiary and the other 50% shareholder of
each such subsidiary. Pursuant to these shareholder
F-112
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
agreements, the Group has the power to govern the financial and operating
policies of these subsidiaries and the right to appoint the subsidiaries'
general manager, in the case of Creditras and Duerrevita, and the CEO, in the
case of Lloyd Adriatico, who has been given unilateral authority over all
aspects of the financial and operating policies of these entities, including the
hiring and termination of staff and the purchase and sale of assets. In
addition, all management functions of these subsidiaries are performed by the
Group employees and all operations are undertaken in the Group's facilities. The
Group also develops all insurance products written through these subsidiaries.
Although the Group and the other shareholder each has the right to appoint half
of the directors of each subsidiary, the rights of the other shareholders are
limited to matters specifically reserved to the board of directors and
shareholders under Italian law, such as decisions concerning capital increases,
amendments to articles and similar matters. In addition, the case of Antoniana,
the Group has the right to appoint the Chairman, who has double board voting
rights, thereby giving the Group a majority of board votes. The shareholder
agreements for Creditras, Duerrevita and Antoniana are subject to automatic
renewal and are note terminable prior to their stated terms.
EVENTS AFTER THE BALANCE SHEET DATE
CAPITAL RAISING
In April 2003, Allianz AG conducted a capital raising as an important
element of its overall initiative to strengthen its capital base (see
"Information on the Company and Operating and Financial Review and
Prospects -- Strategy"). By way of a rights offering, Allianz AG raised
approximately E4.4 billion, based on a subscription price of E38.00 per share.
REDUCTION OF CROSS SHAREHOLDINGS WITH MUNICH RE
During the first quarter of 2003, the Group reduced its holding interest in
Munich Re from 22.4% to slightly less than 20% and therefore the interest in
Munich Re was no longer consolidated under the equity method, but rather carried
at market value under securities available-for-sale. In addition, during the
second quarter of 2003, the Group continued to reduce its interest in Munich Re
to approximately 18.9% at June 30, 2003. On July 10, 2003 Allianz announced its
intention to redeem a first tranche of approximately 50% of its index-linked
exchangeable bonds (MILES) ahead of schedule, using Munich Re shares. This
transaction, when completed, will reduce the Group's shareholding in Munich Re
by approximately 3%.
OWNERSHIP INTEREST IN PIMCO
In March and June of 2003, a subsidiary of Allianz received notice from the
former parent company of PIMCO that such former parent company of PIMCO had
exercised its right to put US $250 million of its remaining interest in PIMCO to
Allianz as of March 31, 2003 and June 30, 2003 respectively. Payment relating to
the June put is due by July 30, 2003.
(45) SUMMARY OF SIGNIFICANT DIFFERENCES BETWEEN THE ACCOUNTING PRINCIPLES USED
IN THE PREPARATION OF THE CONSOLIDATED FINANCIAL STATEMENTS AND ACCOUNTING
PRINCIPLES GENERALLY ACCEPTED IN THE UNITED STATES OF AMERICA
The consolidated financial statements of the Group are presented in
accordance with International Financial Reporting Standards (IFRS). IFRS differs
in certain respects from the accounting principles generally accepted in the
United States of America (US GAAP).
F-113
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The following table sets forth the reconciliation to US GAAP of net (loss)
income and shareholders' equity for the years ended December 31:
SHAREHOLDERS'
NET (LOSS) INCOME EQUITY
------------------------- ---------------
2002 2001 2000 2002 2001
E(MN) E(MN) E(MN) E(MN) E(MN)
------ ----- -------- ------ ------
Amounts reported in the consolidated financial
statements................................... (1,229) 1,585 3,448 21,673 31,613
------ ----- ------ ------ ------
Adjustments in respect to:
(a) Equity method investees.................. (621) 246 641 90 18
(b) Employee benefit plans................... 99 (17) (11) 50 88
(c) Stock based compensation................. -- -- 4 -- --
(d) Investments.............................. (730) (26) (10) (76) (50)
(e) Restructuring charges.................... -- 43 (45) -- --
(f) Derivatives.............................. -- (178) (73) -- (24)
(g) Goodwill and other intangible assets..... 844 44 (84) 1,779 44
(h) Deferred compensation.................... 45 -- -- 86 --
------ ----- ------ ------ ------
Total US GAAP adjustments...................... (363) 112 422 1,929 76
(i) Income taxes............................. 235 3,415 4,008 (772) (42)
(j) Minority interest in earnings............ 97 (866) (1,359) 6 8
------ ----- ------ ------ ------
Effect of US GAAP adjustments................ (31) 2,661 3,071 1,163 42
------ ----- ------ ------ ------
Amount determined in conformity with US GAAP... (1,260) 4,246 6,519 22,836 31,655
====== ===== ====== ====== ======
Net (loss) income per share in accordance with
US GAAP:
Basic........................................ (5.46) 18.79 28.85
Diluted...................................... (5.46) 18.79 28.85
RESTATEMENT OF 2000 US GAAP RECONCILIATION
Subsequent to the Group's acquisition of Dresdner Bank, in preparing the
2001 US GAAP reconciliation, the Group became aware of certain additional
information pertaining to the period prior to the acquisition when Dresdner Bank
was an associate of the Group. This subsequent information indicated that tax
information previously reported did not fully reflect the elimination of taxes
in Germany on long term capital gains on investment securities sold after
January 1, 2002, which was adopted into law in October 2000. In addition, this
information indicated that a correction to the Group's US GAAP accounting
methodology in calculating its investments in associates was required. Under US
GAAP, unrealized gains and losses on Allianz shares held by associates have now
been eliminated when performing the Group's equity method calculations.
The effect of the information obtained subsequent to Allianz's acquisition
of Dresdner is reflected in the US GAAP reconciliation table. The impact of
these adjustments was an increase in US GAAP net income of E423 million and a
decrease in shareholders" equity of E467 million. The impact on US GAAP
shareholders' equity is comprised of an increase in equity of E347 million
relating to the release of deferred tax liabilities. These deferred tax
liabilities were released on a US GAAP basis in 2000 and accounted for
prospectively on an IFRS basis in 2001. The remaining impact, which decreased
equity by
F-114
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
E814 million, is due to the elimination of unrealized gains relating to Allianz
shares held by associates, as previously described.
VALUATION AND RECOGNITION DIFFERENCES
The following narrative provides details to support the valuation and
recognition differences presented in the reconciliation of the Group's net
income and shareholders' equity prepared under IFRS to US GAAP.
(a) EQUITY METHOD INVESTEES
During 2002, the Group reduced the time lag in accounting for all material
investments in associates to a period of no more than three months for both IFRS
and US GAAP. The Group accounted for this change in time lag by recording the
income and equity changes which occurred during the catch-up period (i.e. June
30, 2001 to September 30, 2001), less any amounts that were already reflected in
the previous reporting period due to their significance, directly in the Group's
shareholders' equity for the 2002 fiscal year for both IFRS and US GAAP. The
amount of additional income directly recorded in US GAAP shareholders' equity,
resulting from the IFRS and US GAAP differences within this catch-up amount, was
E4 million.
The consequences of the terrorist attacks on September 11, 2001 in the
United States of America, as it relates to the impact on the financial results
of Munich Re, the Group's most significant associate, were considered in the
Group's 2001 income statement and statement of shareholders' equity due to its
significance and relevance to the Group's 2001 financial statements.
Under IFRS, associated companies are accounted for under the equity method
of accounting, in which the Group records its share of the net income or loss of
the associate in the periods for which they are reported by the associate (for
certain associates, with a lag of no more than three months).
For US GAAP, adjustments have been made to calculate net income and equity
of significant associates on the basis of US GAAP. Historically, the most
significant associated companies of the Group have included financial services
companies, and thus the nature of significant IFRS to US GAAP differences for
these investees is similar to the adjustments recorded by the Group. Such
adjustments included differences in treatment of changes in tax rates,
elimination of goodwill amortization, and differences in accounting for
investments.
The reconciliation adjustments for 2000 net income are comprised of
adjustments at the associate level for the consolidation of certain investment
funds which are controlled by the associate and the reduction of deferred taxes
on certain investments held by associates due to the change in the German tax
rates as described in the section (i) Income taxes. Under US GAAP changes in tax
rates are recognized in the income statement regardless of whether the deferred
tax assets or liabilities were recorded directly in Shareholders' Equity when
originally established.
The reconciliation adjustments for 2001 do not include adjustments for
Dresdner Bank subsequent to the consolidation of the bank on July 23, 2001. The
significant reconciliation adjustments for 2001 net income include adjustments
for the reduction of deferred taxes on certain significant investments held by
associates due to the change in the German tax rates as described in "(i) Income
taxes'. Since there was a time lag in reporting by certain associates, a portion
of this US GAAP adjustment was recorded in 2001.
F-115
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The significant reconciliation adjustments for 2002 include an adjustment
to net income to eliminate a gain on the sale of Allianz shares recorded by one
associated company which was recognized by Allianz through its equity method
accounting for IFRS purposes but is recorded directly to equity, similar to a
treasury stock transaction for US GAAP purposes. Adjustments to net income were
also recognized for the elimination of goodwill amortization expense recognized
at the associate level and expense recorded by Allianz related to goodwill
included within its overall investments in associates balance. Additionally,
adjustments were recognized for the reduction of deferred taxes on German
investment securities held by one associated company as of December 31, 2001 at
which time that associated company made a final determination of the ability to
realize the related tax benefit. This adjustment was recorded in 2002 because of
the reporting lag used in recording the Group's investment in this associate.
(b) EMPLOYEE BENEFIT PLANS
Under the provisions of IFRS, the Group did not record a transition
adjustment upon the adoption of IAS 19, Employee Benefits, due to the fact that
the accrual at the time of adoption was equal to the difference between the
projected benefit obligation and the plan assets.
Under US GAAP, a transition obligation is calculated as the difference
between the projected benefit obligation minus the plan assets and the benefit
accrual under domestic rules. The transition obligation must be amortized on a
straight-line basis over the average remaining service period of plan
participants or over 15 years if the average remaining service period is less
than 15 years. For US GAAP purposes, the Group is amortizing the unrecognized
transition obligation over 19 years, ending in 2005.
The Group adopted Statement of Financial Accounting Standards (SFAS) No.
87, Employers' Accounting for Pensions (Statement 87), effective January 1,
1998. The Group was unable to adopt the standard as of the effective date of
Statement 87 due to the unavailability of actuarial data. The 19 year
amortization period is applied retroactively to January 1, 1987, the effective
date of the standard, to effectively extinguish the transition obligation at the
same date as if Statement 87 were adopted on the effective date.
Under IFRS, the vested portion of past service cost, which is the increase
in the present value of the obligation due to changes in the benefit entitlement
that is allocated to prior periods' service, is recognized immediately in full.
Under US GAAP, both the vested and unvested portions are amortized on a
straight-line basis over the average future service lives of the active
participants.
Under US GAAP, if the accumulated benefit obligation exceeds the fair value
of plan assets, an additional minimum pension liability (including unfunded
accrued pension cost) that is at least equal to the unfunded accumulated benefit
obligation, is recorded. Recognition of an additional minimum liability is
required if an unfunded accumulated benefit obligation exists and (a) an asset
has been recognized as prepaid pension cost, (b) the liability already
recognized as unfunded accrued pension cost is less than the unfunded
accumulated benefit obligation, or (c) no accrued or prepaid pension cost has
been recognized. Also, under US GAAP, an equal amount is capitalized as an
intangible asset up to the amount of any unrecognized net transition obligation
plus the unrecognized prior service costs, with the remainder charged against
shareholders' equity as a component of other comprehensive income. Under the
provisions of IFRS, there are no such requirements for the immediate recognition
of an additional minimum pension liability.
F-116
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The reconciliation adjustments for 2002 net income are comprised of
adjustments for the increase in pension expense from the amortization of the
transition obligation of E16 million recognized under US GAAP, net of a
reduction in pension expense of E115 million due to slower expense recognition
of the vested portion of unrecognized past service cost under US GAAP compared
with IFRS, resulting in a net increase to the Group's net income of E99 million
in 2002. Due primarily to amendments of the Group's individual pension
arrangements in 2001 and 2002, 2002 was the first year for which a
reconciliation adjustment for unrecognized past service cost was required,
resulting in an increase to US GAAP net income in 2002.
The reconciliation adjustments for shareholders' equity in 2002 include
adjustments for the transition obligation of E48 million and unrecognized past
service cost of E115 million under US GAAP, as well as an additional minimum
pension liability required to be recognized under US GAAP of E113 million,
resulting in a net increase to the Group's shareholders' equity of E50 million
in 2002. Due primarily to declining performance within the capital markets, 2002
was the first year in which an additional minimum pension liability adjustment
was required.
(c) STOCK BASED COMPENSATION
Under IFRS, for 1999 and prior, no compensation expense was recognized for
stock option plans. Compensation expense for stock appreciation rights was
recognized when the stock appreciation requirements were met. In 2000, the Group
changed its method of accounting under IFRS for subsidiary stock option plans
and stock appreciation rights to recognize compensation expense in accordance
with the intrinsic value method of the US GAAP standard Accounting Principles
Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees, and
related interpretations. For IFRS, the cumulative effect of this change in
accounting method was included in income in 2000. Accordingly, the cumulative
effect of compensation expense recorded in prior years for US GAAP was reversed
through income in 2000.
(d) INVESTMENTS
Under IFRS, impairments of available-for-sale securities are recognized
when objective evidence exists that an issuer has encountered significant
financial difficulties, delinquencies of interest or principal payments have
occurred, or an issuer is exposed to a high probability of bankruptcy. Further,
the Group's impairment policy with respect to equity securities generally
considers a decline in value of 20% below the Group's average acquisition cost
(30% in 2001) for a period greater than six months to be a strong indicator that
the full acquisition cost may not be recoverable and that the decline may be
other than temporary.
Under US GAAP, factors to be considered in determining whether a security
is impaired not only include evaluating the financial condition and future
earnings potential of the issuer, but also include assessing the length of time
and the extent to which the market value has been less than cost and the
expected future recovery period. For US GAAP purposes, the Group recorded in
2002 additional equity security impairments on a US GAAP basis of E324 million,
before tax and minority interest, and after policyholder participations.
Also, under IFRS, recoveries of previously impaired loan and investment
assets are recognized as gains in the income statement. Under US GAAP, the
revaluation of previously impaired assets is not permitted.
As a result, the reconciliation adjustment for 2002 also includes reversals
of impairment recoveries recorded under IFRS that were attributable to the
Group's available-for-sale portfolio and real estate investments.
F-117
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(e) RESTRUCTURING CHARGES
Under IFRS with respect to restructuring provisions established in
connection with the acquisition of AGF in 1998, the Group recorded all
incremental costs associated with the discontinuance of duplicate facilities in
the restructuring provisions established in 1998.
Under US GAAP, costs resulting from a plan to exit an activity of an
acquired company are only recognized as a liability if the cost is an
incremental cost and has no future economic benefit to the combined company,
subject to certain other considerations. Certain costs provided for in the AGF
restructuring plan, primarily data processing and other integration costs to be
incurred by outside consultants, are non-accruable under the more prescriptive
US GAAP requirements. Accordingly, US GAAP net income reflects for 2000, the
reversal of E6 million in goodwill amortization related to the provision
recorded in purchase accounting, less actual costs incurred of E51 million. At
December 31, 2001, the AGF restructuring provision was fully utilized.
(f) DERIVATIVES
Under IFRS, prior to the adoption of IAS 39, Financial Instruments:
Recognition and Measurement (IAS 39), unrealized gains and losses on derivative
instruments which the Group used to hedge certain asset and liability exposures
were deferred and recognized when the hedged assets or liabilities were settled,
or upon termination of the derivative contract. The Group implemented IAS 39
effective January 1, 2001. IAS 39 requires the recognition of all derivative
instruments at fair value in the Group's consolidated balance sheet. For those
derivative instruments, other than those designated as hedging instruments, a
transition adjustment resulting from the adoption of IAS 39 was recognized as an
adjustment to shareholders' equity at the beginning of 2001 for the difference
between the previous carrying amount and fair value of those derivative
instruments.
Under US GAAP, prior to the adoption of Statement 133, Accounting for
Derivative Instruments and Hedging Activities (Statement 133), as amended,
unrealized gains and losses were recognized in the consolidated income statement
on derivative instruments that did not meet certain specific criteria for hedge
accounting. The Group implemented Statement 133, as amended, effective January
1, 2001. Statement 133, as amended, requires the recognition of all derivative
instruments in the Group's consolidated balance sheet at fair value. The
financial statement recognition of the change in fair value of derivative
instruments is dependent on a number of factors, including the intended use of
the derivative and the extent to which it is effective as part of a hedge
transaction. The transition adjustments resulting from the adoption of Statement
133, as amended, are recognized in the Group's consolidated income statement and
directly in shareholders' equity, as appropriate. The 2001 reconciliation
difference of E178 million reflects the amount of the US GAAP transition
adjustment recorded in the income statement.
(g) GOODWILL AND OTHER INTANGIBLE ASSETS
Effective July 1, 2001, the Group adopted the provisions of Statement 141,
Business Combinations (Statement 141), and certain provisions of Statement 142,
Goodwill and Other Intangible Assets (Statement 142), as required for goodwill
and intangible assets resulting from business combinations consummated after
June 30, 2001. Effective January 1, 2002, the Group fully adopted Statement 142,
as required by US GAAP. In accordance with Statement 141, and in accordance with
the full adoption of Statement 142, the Group evaluated its existing intangible
assets and goodwill that were acquired in purchase business combinations prior
to July 1, 2001, to determine any necessary reclassifications in order to
conform with the new criteria in Statement 141 for recognition apart from
goodwill. No reclassifications were deemed necessary.
F-118
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
In accordance with Statement 142, the Group also reassessed the useful lives and
residual values of all intangible assets acquired, including any amortization
period adjustments. As a result of the Group's reassessment, no changes in
useful lives, residual values or amortization was deemed necessary.
Under Statement 142, goodwill is no longer amortized and is tested for
impairment annually at a reporting unit level, or more frequently based upon
facts and circumstances. Statement 142 considers goodwill to be impaired if the
net book value of reporting unit is greater than its estimated fair value. The
Group's reporting units are generally consistent with the Group's business
segment level, or one level below. Also under Statement 142, certain intangible
assets with an indefinite useful life are no longer amortized, and instead are
subject to annual impairment testing. Intangible assets with an estimated useful
life, are amortized to residual value over their expected useful life, and
evaluated for impairment in accordance with Statement 144, Accounting for the
Impairment or Disposal of Long-Lived Assets (Statement 144), based upon
triggering events.
The Group performs its annual impairment review during the fourth quarter,
beginning in the fourth quarter of 2002. The Group recorded no impairment charge
in its 2002 US GAAP financial results as a result of its impairment testing.
However, the Group did write-off unamortized negative goodwill, which existed at
January 1, 2002, although this amount was not significant to the Group's 2002 US
GAAP financial results.
The reconciliation adjustments for 2002 and 2001 reflect primarily the
reversal of amortization on goodwill and brand name intangible assets relating
to the Dresdner Bank acquisitions, offset by amortization of the customer base
and core deposit relationship intangible assets recognized on a US GAAP basis,
as the customer base and core deposit relationship intangible assets are
considered part of goodwill on an IFRS basis. Dresdner Bank's customer base and
core deposit intangibles have a carrying value, net of amortization, as of
December 31, 2002, of E1,341 million and E442 million, respectively. These
intangibles are amortized over their expected useful lives, which range from 7.5
to 16.6 years for the customer base and 7.3 to 11.5 years for the core deposits.
The weighted average original useful lives for the customer base and core
deposit intangibles are 8.9 and 9.5 years, respectively. The intangible assets
amortization expense is estimated to be E264 million for years 2003 through
2007. Additionally, and as noted previously, the 2002 reconciliation adjustment
also reflects a one-time write-off of unamortized negative goodwill, a
transitional requirement of Statement 142, effective as of January 1, 2002.
Under IFRS, goodwill and intangible assets are amortized to reflect the
pattern in which the assets' economic benefits are consumed, not to exceed
twenty years. IFRS also requires that an intangible asset be recognized as part
of purchase business combination if the asset is separable and can be clearly
distinguished from goodwill.
For 2000, the reconciliation adjustment identified relates to the IFRS
transition provisions. Under IFRS transition provisions, the Group's goodwill on
acquisitions prior to January 1, 1995, can continue to be amortized under
previous home country rules where it is directly set off against stockholders'
equity. Accordingly, there was no revaluation of pre-1995 goodwill in connection
with the implementation of IFRS.
The following represents additional disclosure mandates under US GAAP, on a
US GAAP basis.
F-119
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The Group's goodwill has been allocated to its reporting segments. The
changes to goodwill, by reporting segment, for the year end December 31, 2002
are as follows (E in millions):
PROPERTY/ LIFE/ ASSET
CASUALTY HEALTH BANKING MANAGEMENT TOTAL
--------- ------ ------- ---------- ------
Balance as of January 1, 2002.............. 2,305 2,397 1,301 5,792 11,795
Goodwill acquired........................ 541 619 330 1,186 2,676
Write-off unamortized negative
goodwill.............................. 15 -- -- -- 15
Reclassification......................... (228) -- -- -- (228)
Effects from exchange rate
fluctuations.......................... (5) (5) -- (522) (532)
----- ----- ----- ----- ------
Balance as of December 31, 2002............ 2,628 3,011 1,631 6,456 13,726
===== ===== ===== ===== ======
The reclassification represents the goodwill in associated companies,
primarily Munich Re, which is recognized as part of the interest in associated
companies, and is therefore, not associated with the transitional provisions of
Statement 142.
Statement 142 also requires certain transitional disclosures as the 2001
and 2000 US GAAP financial results on a historical basis do not reflect the
provisions of Statement 142. Had the Group adopted Statement 142 in prior years,
the historical net income and basic and diluted net income per share would have
been as follows:
(E IN MILLIONS, EXCEPT
PER SHARE DATA)
YEAR ENDED DECEMBER 31,
-------------------------
2002 2001 2000
------- ------ ------
Net Income:
Reported net (loss) income*.............................. (1,260) 4,246 6,519
Add back: goodwill amortization**........................ -- 715 511
------ ----- -----
Adjusted net (loss) income............................... (1,260) 4,961 7,030
====== ===== =====
---------------
* 2001 reported net income reflects the goodwill amortization provisions
of Statement 142 for business combinations consummated after June 30,
2001, primarily that of Dresdner Bank on July 23, 2001.
** 2001 reflects twelve months of goodwill amortization for business
combinations consummated prior to July 1, 2001.
(E IN MILLIONS, EXCEPT
PER SHARE DATA)
YEAR ENDED DECEMBER 31,
------------------------
2002 2001 2000
------ ------ ------
Basic Earnings Per Share:
Reported net (loss) income................................ (5.46) 18.79 28.85
Add back: goodwill amortization........................... -- 3.16 2.26
----- ----- -----
Adjusted net (loss) income................................ (5.46) 21.95 31.11
===== ===== =====
Diluted Earnings Per Share:
Reported net (loss) income................................ (5.46) 18.79 28.85
Add back: goodwill amortization........................... -- 3.16 2.26
----- ----- -----
Adjusted net (loss) income................................ (5.46) 21.95 31.11
===== ===== =====
F-120
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(H) DEFERRED COMPENSATION
In accordance with terms of employment contracts, the Group has deferred
the payment of certain amounts of incentive compensation awards to employees.
Employees vest in the deferred amounts over three years. Under IFRS, these
deferred amounts are recognized as expense in the year of the award, which is
when the Group is constructively obligated to pay the award.
Under US GAAP, the deferred amounts are recognized as expense over the
period in which the employee provides services to the Group, which is considered
to be the three-year vesting period.
(I) INCOME TAXES
Under IFRS, the effect on deferred taxes resulting from a change in tax
laws or rates is recognized in the income statement except to the extent the
change relates to transactions recognized directly in shareholders' equity. The
effect on deferred taxes for transactions originally recognized directly in
shareholders' equity are allocated directly to shareholders' equity.
Under US GAAP, the effect on deferred taxes of a change in tax laws or
rates is recognized in the income statement including the effect for
transactions originally recognized directly in shareholders' equity.
The following table indicates the amounts recognized in US GAAP net income
for changes in tax rates related to transactions originally recognized directly
to shareholders' equity under IFRS:
2002 2001 2000
E(MN) E(MN) E(MN)
----- ----- -----
Before elimination of minority interests.................... -- 3,385 3,796
After elimination of minority interests..................... -- 2,554 2,559
The adjustment concerning the change in tax rates for 2001 primarily
relates to the elimination in Germany of long term capital gains tax on certain
equity investments sold after January 1, 2002. This adjustment is applied to the
relevant available-for-sale securities, which carried a deferred tax balance
during 2001.
The change in tax rates for 2000 primarily relates to a reduction in German
corporate tax rates from 45% to 40% in 1999 (effective in 2000) and from 40% to
25% in 2000 (effective in 2001), as well as the elimination in Germany of long
term capital gains tax on certain stock investments sold after January 1, 2002.
The tax effect of all other US GAAP adjustments in 2001 and 2000 amounted to E30
million and E212 million, respectively, resulting in a total tax reconciliation
adjustment of E3,415 and E4,008 million, respectively. The 2002 tax effect for
US GAAP adjustment amounted to E235 million, primarily attributable to
intangible assets and investments.
The Group has elected to utilize the portfolio method in its US GAAP
accounting treatment for the accumulated deferred tax amounts recorded within
stockholders' equity which relate to the net unrealized gains of
available-for-sale securities that are no longer taxable. Under the portfolio
method, the accumulated deferred tax amounts recorded within stockholders'
equity will not be recognized in the income statement as income tax expense in
future periods as long as the Group maintains an available-for-sale investment
portfolio.
F-121
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(j) Minority interest in earnings
Represents the minority interest effect of the US GAAP adjustments.
PRESENTATION DIFFERENCES
In addition to the valuation and recognition differences, the following
discusses the significant financial statement presentation differences under
IFRS and US GAAP in order to more fully understand the US GAAP condensed
consolidated financial statements presented within this note:
Balance sheet:
a. Investments in affiliated enterprises, joint ventures and associated
enterprises are presented in investments excluding funds held by others
under reinsurance contracts assumed. Derivatives which hedge available
for sale investments are reclassified from investments into other
assets.
b. Other assets are allocated among interest and fees receivable, premium
and insurance balances receivables (net), reinsurance recoverables,
deferred acquisition costs, and other assets.
c. Deferred tax assets and liabilities are presented net.
d. Unearned premiums included in insurance reserves are disclosed
separately.
e. Participation certificates and subordinated liabilities, other accrued
liabilities and other liabilities are presented within other
liabilities.
Income statement:
a. Interest and similar income is primarily allocated between interest and
fees on loans and interest and dividends on investment securities.
b. Other income from investments is presented within realized investment
gains and losses.
c. Interest and similar expenses are primarily allocated among interest
on deposits, interest on short-term borrowings, and interest on
long-term debt, as appropriate.
d. Other expenses for investments are presented primarily within net
realized investment gains and losses.
e. Acquisition costs and administrative expenses are allocated among
commission and fees, insurance underwriting, acquisition and insurance
expenses, salaries and employee benefits, and other expenses.
f. Other expenses are allocated among net realized investment gains and
losses, insurance underwriting, acquisition and insurance expenses,
and other expenses.
g. Income from investments in affiliated enterprises, joint ventures and
associated enterprises is presented outside of revenues.
F-122
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
CONDENSED BALANCE SHEET INFORMATION
Following is condensed consolidated balance sheet information of the Group
as of December 31, restated to reflect the impacts of the valuation and
presentation differences between IFRS and US GAAP:
US GAAP IFRS REFORMATTED
------------------ ------------------
2002 2001 2002 2001
E(MN) E(MN) E(MN) E(MN)
------- ------- ------- -------
ASSETS
Cash and cash equivalents........................ 21,008 21,240 21,008 21,240
Trading account assets........................... 124,842 128,383 124,842 128,407
Investments...................................... 294,628 350,209 294,614 350,241
Assets held for separate accounts................ 25,657 24,692 25,657 24,692
Loans (net)...................................... 274,838 300,879 274,838 300,879
Interest and fees receivable..................... 3,496 8,785 3,496 8,785
Premium and insurance balances receivables
(net).......................................... 8,846 9,523 8,846 9,523
Reinsurance recoverables......................... 31,536 34,163 31,536 34,163
Deferred acquisition costs....................... 10,528 11,192 10,528 11,192
Goodwill and other intangible assets............. 20,052 16,955 18,273 16,911
Net deferred tax assets.......................... 351 (497) 1,123 (455)
Other assets..................................... 25,223 28,599 25,223 28,511
------- ------- ------- -------
Total assets........................... 841,005 934,123 839,984 934,089
======= ======= ======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Insurance policy and claims reserves............. 293,515 287,122 293,515 287,122
Deposits......................................... 212,778 255,551 212,778 255,551
Liabilities held for separate accounts........... 25,687 24,726 25,687 24,726
Unearned premiums................................ 12,248 12,391 12,248 12,391
Short-term borrowings............................ 91,790 87,474 91,790 87,474
Long-term debt................................... 58,749 104,370 58,749 104,370
Trading account liabilities...................... 53,520 44,537 53,520 44,537
Other liabilities................................ 61,573 68,880 61,709 68,880
------- ------- ------- -------
Total liabilities...................... 809,860 885,051 809,996 885,051
======= ======= ======= =======
Minority interests in consolidated
subsidiaries................................... 8,309 17,417 8,315 17,425
------- ------- ------- -------
Total shareholders' equity............. 22,836 31,655 21,673 31,613
======= ======= ======= =======
Total liabilities and shareholders'
equity............................... 841,005 934,123 839,984 934,089
======= ======= ======= =======
F-123
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
CONDENSED INCOME STATEMENT INFORMATION
The following is condensed consolidated income statement information of the
Group, for the years ended December 31, restated to reflect the impacts of the
valuation and presentation differences between IFRS and US GAAP:
US GAAP IFRS REFORMATTED
-------------------------- ------------------------
2002 2001 2000 2002 2001 2000
E(MN) E(MN) E(MN) E(MN) E(MN) E(MN)
------ ------ -------- ------ ------ ------
Premiums earned (net)...................... 55,133 52,745 49,907 55,133 52,745 49,907
Interest and fees on loans................. 11,058 8,954 1,953 11,058 8,954 1,953
Interest and dividends on investment
securities............................... 14,131 13,707 13,067 14,131 13,707 13,067
Trading income............................. 1,507 1,414 (109) 1,507 1,592 (36)
Realized investment gains and losses
(net).................................... (5,477) (447) 5,986 (4,747) (421) 5,996
Commissions and fees....................... 5,753 4,334 2,059 5,753 4,334 2,059
Other income............................... 5,482 4,040 3,905 5,482 4,040 3,905
------ ------ ------ ------ ------ ------
Total income...................... 87,587 84,747 76,768 88,317 84,951 76,851
------ ------ ------ ------ ------ ------
Interest on deposits....................... 2,926 753 187 2,926 753 187
Interest on short-term borrowings.......... 2,240 1,554 850 2,240 1,554 850
Interest on long-term debt................. 5,485 5,640 1,362 5,485 5,640 1,362
------ ------ ------ ------ ------ ------
Total interest expense............ 10,651 7,947 2,399 10,651 7,947 2,399
------ ------ ------ ------ ------ ------
Total income, net of interest
expense........................ 76,936 76,800 74,369 77,666 77,004 74,452
------ ------ ------ ------ ------ ------
Benefits, claims, and loss expenses
incurred................................. 50,229 50,154 51,738 50,229 50,154 51,738
Provision for loan losses.................. 2,241 596 21 2,241 596 21
------ ------ ------ ------ ------ ------
Total provisions for losses, loss
expenses, and loan losses...... 52,470 50,750 51,759 52,470 50,750 51,759
------ ------ ------ ------ ------ ------
Insurance underwriting, acquisition and
insurance expenses....................... 15,129 14,850 13,897 15,228 14,850 13,897
Goodwill and other intangibles
amortization............................. 318 764 579 1,162 808 495
Other expenses............................. 14,542 10,464 5,356 14,587 10,490 5,304
------ ------ ------ ------ ------ ------
Total operating expenses.......... 29,989 26,078 19,832 30,977 26,148 19,696
------ ------ ------ ------ ------ ------
Income before income (net) from investments
in affiliated enterprises, joint ventures
and associated enterprises, income tax
expense, and minority interests.......... (5,523) (28) 2,778 (5,781) 106 2,997
------ ------ ------ ------ ------ ------
Income (net) from investments in affiliated
enterprises, joint ventures and
associated enterprises................... 3,777 1,834 2,501 4,398 1,588 1,860
Income tax expense......................... (1,077) (4,350) (3,876) (842) (935) 132
------ ------ ------ ------ ------ ------
Income before minority interests........... (669) 6,156 9,155 (541) 2,629 4,725
------ ------ ------ ------ ------ ------
Minority interests in income of
consolidated subsidiaries................ 591 1,910 2,636 688 1,044 1,277
------ ------ ------ ------ ------ ------
Net income........................ (1,260) 4,246 6,519 (1,229) 1,585 3,448
====== ====== ====== ====== ====== ======
F-124
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
CASH FLOWS
The cash flow statement has been prepared under the provisions of IAS 7,
Cash Flow Statements (IAS 7). The presentation requirements of IAS 7 vary in
some respects from the presentation requirements of US GAAP. These presentation
differences are summarized as follows:
Cash flows from operating activities include the following item that would
be included in cash flows from investing activities under US GAAP:
AMOUNT FOR THE YEARS ENDED
DECEMBER 31,
--------------------------
2002 2001 2000
ITEM E(MN) E(MN) E(MN)
---- ------- ------ -------
Change in loans and advances to banks and customers......... (5,846) 3,442 (3,694)
Cash flows from operating activities include the following items that would
be included in cash flows from financing activities under US GAAP:
AMOUNT FOR THE YEARS ENDED
DECEMBER 31,
--------------------------
2002 2001 2000
ITEM E(MN) E(MN) E(MN)
---- ------- ------- ------
Change in liabilities to banks and customers................ (8,215) (5,456) 836
Change in certificated liabilities.......................... (1,727) 3,130 2,642
NET INCOME PER SHARE
Net income per share is calculated excluding the effect of Allianz shares
held by associated companies. The weighted average of Allianz shares held by
associated companies was 11,992,857, 17,592,284 and 19,431,038 for 2002, 2001
and 2000, respectively.
RECENTLY ISSUED US ACCOUNTING PRONOUNCEMENTS
Asset Retirement Obligations
In June 2001, the Financial Accounting Standards Board (FASB) issued
Statement 143, Accounting for Asset Retirement Obligations (Statement 143),
which addresses financial accounting and reporting for obligations associated
with the retirement of tangible long-lived assets and the associated asset
retirement costs. Statement 143 applies to legal obligations associated with the
retirement of long-lived assets that result from the acquisition, construction,
development and (or) normal use of the asset.
Statement 143 requires that the fair value of a liability for an asset
retirement obligation be recognized in the period in which it is incurred if a
reasonable estimate of fair value can be made. The fair value of the liability
is added to the carrying amount of the associated asset and this additional
carrying amount is depreciated over the life of the asset. The liability is
accreted at the end of each period through charges to operating expense. If the
obligation is settled for other than the carrying amount of the liability, a
gain or loss will be recognized on settlement.
Statement 143 is effective for financial statements issued for fiscal years
beginning after June 15, 2002. Accordingly, the Group will adopt Statement 143
for its 2003 fiscal year, and is currently evaluating its potential financial
statement impact, however, the Group does not currently expect it will have a
significant effect on the financial statements.
F-125
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Rescissions, Amendments and Technical Corrections
In August 2001, the FASB issued Statement 144, Accounting for the
Impairment or Disposal of Long-Lived Assets (Statement 144), which supersedes
both Statement 121, Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed of and the accounting and reporting provisions
of Accounting Principles Board Opinion No. 30, Reporting the Results of
Operations-Reporting the Effects of Disposal of a Segment of a Business, and
Extraordinary, Unusual and Infrequently Occurring Events and Transactions
(Opinion 30), for the disposal of a segment of a business, as previously defined
in Opinion 30. Statement 144 retains the fundamental provisions in Statement 121
for recognizing and measuring impairment losses on long-lived assets held for
use and long-lived assets to be disposed of by sale, while also resolving
significant implementation issues associated with Statement 121. The Group
adopted Statement 144 on January 1, 2002. The adoption of Statement 144 for
long-lived assets held for use did not have a material impact on the Group's
2002 US GAAP financial results because the impairment assessment under Statement
144 is largely unchanged from Statement 121.
Rescissions, Amendments and Technical Corrections
In April 2002, the FASB issued Statement 145, Rescission of FASB Statements
No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections
(Statement 145). Statement 145 rescinds Statement 4, Reporting Gains and Losses
from Extinguishment of Debt, and an amendment of that Statement, Statement 64,
Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements. Statement 145
also rescinds Statement 44, Accounting for Intangible Assets of Motor Carriers.
Statement 145 amends Statement 13, Accounting for Leases, to eliminate an
inconsistency between the required accounting for sale-leaseback transactions
and the required accounting for certain lease modifications that have economic
effects that are similar to sale-leaseback transactions. Statement 145 also
amends other existing authoritative pronouncements to make various technical
corrections, clarify meanings, or describe their applicability under changed
conditions. Statement 145 is effective for fiscal years beginning after May 15,
2002. The Group will adopt Statement 145 for its 2003 fiscal year, but does not
expect that it will have a significant effect on the financial statements.
Costs Associated with Exit or Disposal Activities
In June 2002, the FASB issued Statement 146, Accounting for Costs
Associated with Exit or Disposal Activities (Statement 146). Statement 146
addresses financial accounting and reporting for costs associated with exit or
disposal activities and nullifies Emerging Issues Task Force (EITF) Issue No.
94-3, "Liability Recognition for Certain Employee Termination Benefits and Other
Costs to Exit an Activity (including Certain Costs Incurred in a
Restructuring)." Statement 146 is concerned primarily with recognition and
measurement of costs associated with employee termination benefits, contract
terminations, closure or consolidation of facilities, relocation, and similiar
other items associated with exit or disposal activities. Statement 146 requires
a liability be recognized at fair value for such costs, other than in a business
combination. Statement 146 requires the liability be recognized in the period in
which it is incurred, and not at the time an entity commits to an exit or
disposal plan, as was previously allowed under US GAAP. Statement 146 is
applicable on a prospective basis for exit or disposal activities initiated
after December 31, 2002. The Group will adopt Statement 146 for its 2003 fiscal
year, but does not expect that it will have a significant effect on the
financial statements.
F-126
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Acquisitions of Certain Financial Institutions
In October 2002, the FASB issued Statement 147, Acquisitions of Certain
Financial Institutions (Statement 147). Except for transactions between two or
more mutual enterprises, Statement 147 removes acquisitions of financial
institutions from the scope of both Statement 72, Accounting for Certain
Acquisitions of Banking or Thrift Institutions (Statement 72) and FASB
Interpretation No. 9, Applying APB Opinions No. 16 and 17 When a Savings and
Loan Association or a Similar Institution Is Acquired in a Business Combination
Accounted for by the Purchase Method (Interpretation 9) and requires that those
transactions be accounted for in accordance with Statement 141 and 142. Thus,
the requirement in Statement 72 to recognize (and subsequently amortize) any
excess of the fair value of liabilities assumed over the fair value of tangible
and identifiable intangible assets acquired as an unidentifiable intangible
asset no longer applies to acquisitions within the scope of Statement 147. In
addition, Statement 147 amends Statement 144, to include in its scope long-term
customer-relationship intangible assets of financial institutions such as
depositor- and borrower-relationship intangible assets and credit cardholder
intangible assets. The application of the purchase method of accounting within
Statement 147, is effective for acquisitions for which the date of acquisition
is on or after October 1, 2002. Accounting for the impairment or disposal of
certain long-term customer-relationship intangible assets within Statement 147
are effective on October 1, 2002. The transition provisions within Statement 147
for previously recognized unidentifiable intangible assets are effective on
October 1, 2002. The Group adopted Statement 147 for the year ended December 31,
2002. Statement 147 had no impact on the Group's 2002 financial results.
Guarantees and Indemnifications
In November 2002, the FASB issued FASB Interpretation No. 45, Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others (FIN 45), an interpretation of Statement 5,
Accounting for Contingencies, Statement 57, Related Party Disclosures, Statement
107, Disclosures about Fair Value of Financial Instruments and rescission of
FASB Interpretation No. 34, Disclosure of Indirect Guarantees of Indebtedness of
Others. FIN 45 requires a liability for the fair value of the obligation
undertaken in issuing a guarantee to be recognized at inception for all
guarantees, within the scope of FIN 45, issued or amended after December 31,
2002. FIN 45 also requires additional disclosures for financial statements for
interim or annual periods ending after December 15, 2002. The Group has adopted
FIN 45 for the year ended December 31, 2002. Disclosures concerning these
matters are included in "Contingent Liabilities and Other Financial
Commitments". The Group will adopt the recognition and measurement provisions of
FIN 45 for its 2003 fiscal year, but does not currently expect that it will have
a significant effect on the financial statements.
Derivative Contracts Held for Trading Purposes and Other Contracts
In November 2002, the EITF reached a consensus on EITF Issue No. 02-3,
Issues Involved in Accounting for Derivative Contracts Held for Trading Purposes
and Contracts Involved in Energy Trading and Risk Management Activities (EITF
02-3). EITF 02-3, in addition to provisions related to energy trading
activities, which the Group does not participate in, includes the FASB Staff's
view that an entity should not recognize an unrealized gain or loss at inception
of a derivative instrument unless the fair value of that instrument is obtained
from a quoted market price in an active market or is otherwise evidenced by
comparison to other observable current market transactions or based on a
valuation technique incorporating observable market data. The Group adopted EITF
02-3 on November 21, 2002, the effective date for this provision. The financial
impact was not significant to the Group. The future impact of this provision is
dependent upon
F-127
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
the magnitude of derivative transactions conducted by the Group which utilize
fair value information not considered quoted market prices in an active market
or observable market data. Accordingly, it is not possible to accurately project
any potential impact to the Group's 2003 financial results.
EITF 02-3 also, effective for periods beginning after December 15, 2002,
promulgates that gains and losses (realized and unrealized) on all derivative
instruments within the scope of Statement 133, Accounting for Derivative
Instruments and Hedging Activities, as amended, should be shown net in the
income statement, whether or not settled physically, if the derivative
instruments are held for trading purposes. The Group will adopt this provision
of EITF 02-3 for its 2003 fiscal year.
Accounting for Stock-Based Compensation
In December 2002, the FASB issued Statement 148, Accounting for Stock Based
Compensation -- Transition and Disclosure (Statement 148). Statement 148 amends
Statement No. 123, Accounting for Stock Based Compensation (Statement 123), to
provide alternative methods of transition for a voluntary change to the fair
value based method of accounting for stock-based employee compensation. In
addition, Statement 148 amends the disclosure requirements of Statement 123 to
require prominent disclosures in both annual and interim financial statements
about the method of accounting for stock-based employee compensation and the
effect of the method used on reported results. Statement 148 is effective for
financial years ending after December 15, 2002. The Group adopted Statement 148
for the year ended December 31, 2002. The additional disclosures mandated by
Statement 148 concerning pro-forma information had the fair value based method
for valuing employee stock based compensation been applied are included in Note
4. Other than these additional disclosures, Statement 148 had no impact on the
Group's 2002 financial results.
On November 7, 2002, the International Accounting Standards Board (IASB)
published Exposure Draft 2, Share-based Payment (ED 2) as there is no IFRS
concerning share-based payment. Generally, ED 2 would require the fair value of
employee equity-based awards be expensed using a grant-date measurement model,
requiring upfront estimates of the likelihood of forfeitures and the outcomes of
employees meeting performance targets for performance-based awards, however,
disallowing any adjustments to these assumptions, and ultimately compensation
expense, thereafter. However, at the IASB's May 20, 2003 meeting, it
reconsidered the general principles proposed in ED 2 for the recognition of
share-based payment transactions. Instead, in light of comments received, the
IASB has tentatively agreed that the IFRS should adopt the method for accounting
for employee services received promulgated by Statement 123. However, the IASB
also tentatively agreed that entities should not be permitted the choice
contained in Statement 123 when calculating the amount to recognize in each
accounting period, and should instead be required to estimate at grant date the
number of options/shares expected to vest and revise that estimate if,
subsequently, actual forfeitures differ from initial estimates. The IASB
currently plans to issue an IFRS by the end of 2003.
On April 22, 2003, the FASB announced that it will require the fair value
of employee stock options to be expensed, with fair value tentatively based on a
modified grant-date model. Generally, the value of the employee equity-based
awards are measured at their date of grant, and compensation expense is modified
for actual forfeitures and the actual outcomes of employee performance-based
awards. Currently, the FASB plans to issue an exposure draft in 2003, which
could potentially become effective in 2004.
F-128
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
As a result of the IASB and FASB's actions, the Group is closely monitoring
these developments to determine the potential financial statement impact, if
any, of these accounting matters.
Consolidation of Variable Interest Entities
In January 2003, the FASB issued FASB Interpretation No. 46, Consolidation
of Variable Interest Entities (FIN 46), an interpretation of Accounting Research
Bulletin (ARB) No. 51, Consolidated Financial Statements. FIN 46 alters the
method of determining whether or not certain entities should be included in the
Group's consolidated financial statements. An entity is subject to FIN 46 and is
referred to as a variable interest entity (VIE) if it has one or both of the
following characteristics: (1) equity investment at risk that is not sufficient
to allow the entity to finance its activities without additional subordinated
financial support from other parties; or (2) equity investors that lack the
ability to make decisions about the entity's activities through voting or
similar rights, or that do not absorb the expected losses or that do not receive
the expected residual returns of the entity. A VIE is consolidated by its
primary beneficiary. A primary beneficiary is an enterprise that has a variable
interest (or combination of variable interests) that will absorb a majority of
an entity's expected losses, an entity's residual returns, or both.
For VIEs created after January 31, 2003, the provisions of FIN 46 are to be
applied immediately, as well as for VIEs in which an enterprise obtains an
interest after that date. For VIEs in which an enterprise holds a variable
interest that it acquired before February 1, 2003, FIN 46 is to be applied in
the first fiscal period beginning after June 15, 2003. For any VIEs that must be
consolidated under FIN 46 that were created before February 1, 2003, the assets,
liabilities and noncontrolling interest of the VIE would be initially measured
at their respective carrying amounts with any difference between the net amount
added to the balance sheet and any previously recognized interest being
recognized as the cumulative effect of an accounting change. If determining the
carrying amounts is not practicable, fair value at the date FIN 46 first applies
may be used to measure the assets, liabilities and noncontrolling interest of
the VIE. FIN 46 also mandates new disclosures about VIEs, some of which are
required to be presented in financial statements issued after January 31, 2003.
The Group has adopted FIN 46 for the year ended December 31, 2002. Accordingly,
the disclosures mandated by FIN 46 are included in the Group's financial
statements in Note 43. The Group is currently evaluating the impact of applying
FIN 46 to existing VIEs in which it has variable interests and given the
complexity of FIN 46, has not yet completed its analysis.
Derivative Instruments and Hedging Activities
In April 2003, the FASB issued Statement 149, Amendment of Statement 133 on
Derivative Instruments and Hedging Activities (Statement 149). Statement 149
amends and clarifies financial accounting and reporting for derivative
instruments, including certain derivative instruments embedded in other
contracts and for hedging activities under Statement 133, Accounting for
Derivative Instruments and Hedging Activities (Statement 133). Statement 149
will require that contracts with comparable characteristics be accounted for
similarly. Specifically, Statement 149 clarifies the circumstances under which a
contract with an initial net investment meets the characteristic of a derivative
as discussed in Statement 133, clarifies when a derivative contains a financing
component, amends the definition of an underlying to conform to the language
used in FIN 45, and amends certain other existing pronouncements. Statement 149
is effective for contracts entered into or modified after June 30, 2003 and for
hedging relationships designated after June 30, 2003, on a prospective basis.
Additionally, certain provisions of Statement 149 which relate to forward
purchases or sales of when-issued securities or other securities that do
F-129
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
not yet exist, should be applied to both existing contracts and new contracts
entered into after June 30, 2003. The Group will adopt the provisions of
Statement 149 during its 2003 fiscal year.
Embedded Derivatives -- Modified Coinsurance Arrangements and Debt Instruments
In April 2003, the Derivatives Implementation Group (DIG) of the FASB
issued DIG Statement 133 Implementation Issue No. B36, Embedded Derivatives:
Modified Coinsurance Arrangements and Debt Instruments That Incorporate Credit
Risk Exposures That Are Unrelated or Only Partially Related to the
Creditworthiness of the Obligor under Those Instruments (DIG B36). DIG B36
indicates that modified coinsurance arrangements in which funds are withheld by
the ceding insurer contain an embedded derivative feature which contains
economic characteristics and risks that are not clearly and closely related to
the host contract, thereby requiring bifurcation (separate accounting) of the
embedded derivative instrument and the host contract, assuming the other
mandates of Statement 133, as amended, requiring bifurcation are met. DIG B36
also requires the same accounting treatment for embedded features of a debt
instrument, and all other arrangements, which incorporate credit risk exposures
that are unrelated or only partially related to the creditworthiness of the
issuer of that instrument.
DIG B36 is effective the first day of the first fiscal quarter beginning
after September 15, 2003. The Group will adopt the provisions of DIG B36 during
the fourth quarter of its 2003 fiscal year and is currently evaluating its
potential financial Statement impact. However, based on the preliminary analysis
performed, the Group does not believe that this guidance will materially impact
its financial statements.
DIG B36 permits, at anytime during the fiscal quarter in which the
pronouncement is initially adopted, companies that have ceded insurance under
existing modified coinsurance arrangements to reclassify securities from the
held-to-maturity and available-for-sale categories into the trading category
without calling into question the intent of those companies to hold other debt
securities to maturity in the future. However, DIG B36 limits such
reclassifications to the amount and type of securities related to the embedded
derivatives that will be newly accounted for as derivatives in conjunction with
the initial application of DIG B36 to modified coinsurance arrangements. For
such reclassifications, DIG B36 requires these securities to be accounted for as
a transfer between categories of investments under Statement 115, Accounting for
Certain Investments in Debt and Equity Securities.
Financial Instruments with Characteristics of Both Liabilities and Equity
In May 2003, the FASB issued Statement 150, Accounting for Certain
Financial Instruments with Characteristics of Both Liabilities and
Equity(Statement 150). Statement 150 establishes standards for how an issuer, as
defined, classifies and measures in its balance sheet certain financial
instruments with characteristics of both liabilities and equity. Statement 150
requires that an issuer classify a financial instrument, as defined, that is
within the scope of Statement 150, as a liability (or an asset in some
circumstances) because that financial instrument embodies an obligation of the
issuer. Statement 150 is the FASB's initial phase of its redeliberations of
Exposure Draft, Accounting for Financial Instruments with Characteristics of
Liabilities, Equity, or Both, issued in October 2000. In the next phase of the
FASB's project, the FASB plans to address certain compound financial instruments
including puttable shares, convertible bonds, and dual-indexed financial
instruments. Statement 150 is effective for financial instruments entered into
or modified after May 31, 2003, and otherwise is effective at the beginning of
the first interim period beginning after June 15, 2003, except for mandatorily
redeemable financial instruments of nonpublic entities. Statement 150 is
required to be implemented by reporting the cumulative
F-130
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
effect of a change in an accounting principle for financial instruments created
before the issuance date of Statement 150 and still existing at the beginning of
the interim period of adoption. The Group will adopt Statement 150 for its 2003
fiscal year and is currently evaluating its potential financial statement
impact.
(46) SELECTED SUBSIDIARIES AND OTHER HOLDINGS
EQUITY IN
OPERATING SUBSIDIARIES E(MN) % OWNED(1)
---------------------- --------- ----------
ADAM International GmbH, Munich............................. 6 100.0
ADVANCE Bank AG, Munich..................................... 77 100.0
AGIS Allianz Gesellschaft fur Informatik Service mbH,
Munich.................................................... 182 100.0
Allianz Capital Managers GmbH, Munich....................... 5 100.0
Allianz Capital Partners GmbH, Munich....................... 714 100.0
Allianz Dresdner Asset Management GmbH, Munich.............. 2,138 100.0
Allianz Dresdner Bauspar AG, Bad Vilbel..................... 85 100.0
Allianz Global Risks Ruckversicherungs-AG, Munich........... 602 100.0
Allianz Immobilien GmbH, Stuttgart.......................... 5 100.0
Allianz Lebensversicherungs-AG, Stuttgart................... 1,197 91.0
Allianz Marine & Aviation Versicherungs-AG Munich........... 122 100.0
Allianz Private Krankenversicherungs-AG, Munich (until
12/31/2002: Vereinte Krankenversicherung AG).............. 290 100.0
Allianz ProzeSSfinanzierungs GmbH, Munich................... 0.4 100.0
Allianz Versicherungs-AG, Munich............................ 1,927 100.0
Allianz Zentrum fur Technik GmbH, Munich.................... 175 100.0
Bayerische Versicherungsbank AG, Munich..................... 482 90.0
DEGI Deutsche Gesellschaft fur Immobilienfonds mbH,
Frankfurt/Main............................................ 23 94.0
Deutsche Lebensversicherungs-AG, Berlin..................... 32 100.0
dit DEUTSCHER INVESTMENT-TRUST Gesellschaft fur
Wertpapieranlagen mbH, Frankfurt/Main..................... 137 100.0
DREGIS Dresdner Global IT Services Gesellschaft mbH,
Frankfurt/Main............................................ 106 100.0
Dresdner Bank AG, Frankfurt/Main............................ 11,976 100.0
Dresdner Bank Lateinamerika AG, Hamburg..................... 438 100.0
Frankfurter Versicherungs-AG, Frankfurt/Main................ 498 100.0
Hermes Kreditversicherungs-AG, Hamburg...................... 108 100.0
Kraft Versicherungs-AG, Berlin/Munich....................... 31 100.0
Lombardkasse AG, Berlin..................................... 15 100.0
Munchner und Magdeburger Agrarversicherung AG, Munich....... 6 52.4
Oldenburgische Landesbank AG, Oldenburg..................... 401 89.3
Reuschel & Co., Munich...................................... 131 97.5
Vereinte Spezial Krankenversicherung AG, Munich............. 8 100.0
Vereinte Spezial Versicherung AG, Munich.................... 13 100.0
---------------
(1) Including shares held by dependent subsidiaries.
F-131
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
EQUITY IN
OPERATING SUBSIDIARIES E(MN) % OWNED(1)
---------------------- --------- ----------
AGF Belgium Insurance, Brussels............................. 276 100.0
AGF La Lilloise, Paris...................................... 64 100.0
Alba Allgemeine Versicherungs-Gesellschaft, Basel........... 17 100.0
Allianz Asset Management Ltd., Hong Kong.................... 3 100.0
Allianz Australia, Sydney................................... 459 100.0
Allianz Bulgaria Insurance and Reinsurance Company Ltd.,
Sofia..................................................... 14 76.8
Allianz Bulgaria Life Insurance Company Ltd., Sofia......... 5 99.0
Allianz Compania de Seguros y Reaseguros S.A., Madrid....... 269 99.7
Allianz Cornhill Insurance PLC, London (until January 12,
2003:
Cornhill Insurance PLC)................................... 874 98.02
Allianz Dresdner Asset Management Ltd., Singapore........... 3 100.0
Allianz Elementar Lebensversicherungs-Aktiengesellschaft,
Vienna.................................................... 106 100.0
Allianz Elementar Versicherungs-Aktiengesellschaft,
Vienna.................................................... 351 98.9
Allianz Europe Ltd., Amsterdam.............................. 1,659 100.0
Allianz Fire and Marine Insurance Japan Ltd., Tokyo......... 6 100.0
Allianz General Insurance Company S.A., Athens.............. 7 100.0
Allianz General Insurance Malaysia Berhad, Kuala Lumpur..... 65 98.6
Allianz Hungaria Biztosito Rt., Budapest.................... 7 100.0
Allianz Insurance (Hong Kong) Ltd., Hong Kong............... 8 100.0
Allianz Insurance Company of Singapore Pte. Ltd.,
Singapore................................................. 35 100.0
Allianz Insurance Company, Burbank.......................... 3,667 100.0
Allianz Ireland p.l.c., Dublin.............................. 74 100.0
Allianz Life Insurance Co. Ltd., Seoul...................... 453 100.0
Allianz Life Insurance Company of North America,
Minneapolis............................................... 2,608 100.0
Allianz Life Insurance Company S.A., Athens................. 5 100.0
Allianz Life Insurance Malaysia Berhad, Kuala Lumpur........ 19 100.0
Allianz Marine & Aviation France, Paris..................... 21 100.0
Allianz Mexico S.A. Compania de Seguros, Mexico City........ 52 100.0
Allianz of America Inc., Wilmington......................... 6,419 100.0
Allianz of Canada Inc., Toronto............................. 166 100.0
Allianz of South Africa (Proprietary) Ltd., Johannesburg.... 14 100.0
Allianz pojis(v)t (LOGO)ovna a.s., Bratislava............... 26 100.0
Allianz poist (LOGO)ovna a.s., Prague....................... 24 100.0
Allianz President General Insurance, Taipeh................. 33 50.03
Allianz President Life Insurance, Taipeh.................... 13 50.0(3)
Allianz-RAS Tutela Giudiziaria S. p. A., Milan.............. 6 100.0
Allianz Re Dublin Ltd., Dublin.............................. 11 100.0
Allianz Risk Transfer AG, Zurich............................ 387 100.0
---------------
(1) Including shares held by dependent subsidiaries.
(2) 99.99% of the voting share capital.
(3) Controlled by Allianz.
F-132
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
EQUITY IN
OPERATING SUBSIDIARIES E(MN) % OWNED(1)
---------------------- --------- ----------
Allianz Subalpina Societa di Assicurazioni e Riassicurazioni
S p. A., Turin............................................ 186 97.9
Allianz Suisse Lebensversicherungs-Gesellschaft, Zurich..... 100 99.9
Allianz Suisse Versicherungs-Gesellschaft, Zurich........... 363 100.0
Allianz Tiriac Insurance S.A., Bucharest.................... 8 51.6
Allianz Underwriters Insurance Company, Los Angeles......... 64 100.0
Allianz Worldwide Care Ltd., Dublin......................... 12 100.0
Allianz Zagreb d.d., Zagreb................................. 10 52.0
Allianz (UK) Ltd., London................................... 806 100.0
Arab International Insurance Company, Cairo................. 6 80.0
Arab International Life Company, Cairo...................... 4 100.0
Assurances Generales de France lart, Paris.................. 1,874 99.9
Assurances Generales de France Vie, Paris................... 2,594 100.0
Assurances Generales de France, Paris....................... 5,784 64.2
Banque AGF, Paris........................................... 429 100.0
Commercial Bank "Bulgaria Invest" Company Ltd., Sofia....... 10 99.4
Compagnie d'Assurance de Protection Juridique S.A., Zug..... 6 100.0
Companhia de Seguros Allianz Portugal S.A., Lisbon.......... 108 64.8
dresdnerbank asset management S.A., Luxembourg.............. 35 100.0
Dresdner Bank (Ireland) plc., Dublin........................ 257 100.0
Dresdner Bank Luxembourg S.A., Luxembourg................... 1,166 100.0
Dresdner Bank (Schweiz) AG, Zurich.......................... 84 99.8
Dresdner International Management Services Ltd., Dublin..... 4 100.0
Dresdner Kleinwort Wasserstein (Japan) Ltd., Hong Kong,
Tokyo..................................................... 219 100.0
Dresdner Kleinwort Wasserstein Securities SIM S.p.A.,
Milan..................................................... 23 100.0
Dresdner Kleinwort Wasserstein (South East Asia) Ltd.,
Singapore................................................. 196 100.0
Dresdner RCM Global Investors Holdings (UK) Ltd., London.... 1 100.0
ELMONDA AG, Zurich.......................................... 287 100.0
ELVIA Reiseversicherungs-Gesellschaft AG, Zurich............ 15 100.0
Entenial, Guyancourt........................................ 492 72.2
Euler Credito y Caution, Madrid............................. 10 100.0
EULER & HERMES S.A., Paris.................................. 900 70.5
Fireman's Fund Insurance Company, Novato.................... 3,537 100.0
France Life, Seocho-Ku, Seoul............................... 2 100.0
GENIALLOYD S.p.A., Milan.................................... 23 99.9
International Reinsurance Company S.A., Luxembourg.......... 32 100.0
Jefferson Insurance Company of N.Y., New York............... 99 100.0
Lloyd Adriatico S.p.A., Triest.............................. 481 99.7
Merchant Investors Assurance Co. Ltd., Bristol.............. 12 100.0
Nicholas Applegate, San Diego............................... 1,117 100.0
---------------
(1) Include shares held by dependent subsidiaries
F-133
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
EQUITY IN
OPERATING SUBSIDIARIES E(MN) % OWNED(1)
---------------------- --------- ----------
Oppenheimer Capital LLC, Delaware........................... 22 100.0
Orbis Group Ltd., St. Peter Port/Guernsey................... 10 100.0
Ost-West Allianz Insurance Company, Moscow.................. 2 100.0
Pacific Investment Management Company LLC, Delaware......... 89 91.0
Pet Plan Health Care Ltd., London........................... 10 100.0
PIMCO Advisors Distributors LLC, Delaware................... 80 100.0
Privatinvest Bank AG, Salzburg.............................. 139 74.0
P.T. Asuransi Allianz Life Indonesia, Jakarta............... 10 99.6
P.T. Asuransi Allianz Utama Indonesia, Jakarta.............. 11 75.4
RB Vita S.p.A., Milan....................................... 126 100.0
Riunione Adriatica di Sicurta S.p.A., Milan................. 5,200 51.1(2)
Slovenska poist'ovna a. s., Bratislava...................... 95 99.1
T.U. Allianz Polska S.A., Warsaw............................ 37 100.0
T.U. Allianz Polska Zycie S.A., Warsaw...................... 7 100.0
Veer Palthe Voute N.V., Gouda............................... 9 100.0
Wm. H McGee & Co. Inc., New York............................ 52 100.0
ZA Leven, Nieuwegein........................................ 201 100.0
Zwolsche Algemeene Schadeverzekering N.V., Nieuwegein....... 70 100.0
---------------
(1) Including shares held by dependent subsidiaries.
(2) Interest in the voting capital: 51.73%.
EQUITY IN
ASSOCIATED ENTERPRISES(3) E(MN) % OWNED(1)
------------------------- --------- ----------
Autobahn Tank & Rast Holding GmbH, Bonn..................... 14 31.0
Beiersdorf AG, Hamburg...................................... 1,677 43.6
Bilfinger Berger Bauaktiengesellschaft, Mannheim............ 1,088 25.0
Eurohypo AG, Frankfurt/Main................................. 4,387 28.7
HeidelbergCement Aktiengesellschaft, Heidelberg............. 3,911 17.7
Kommanditgesellschaft Allgemeine Leasing GmbH & Co.,
Grunwald.................................................. 98 40.5
Munchener Ruckversicherungs-Gesellschaft Aktiengesellschaft
in Munchen, Munich........................................ 16,645 22.4
Allianz CP General Insurance Company Ltd., Bangkok.......... 9 25.0
EUROPENSIONES S.A., Entidad Grestora de Fondos de Pensiones,
Madrid.................................................... 35 49.0
Koc Allianz Hayat Sigorta A.S., Istanbul.................... 9 38.0
Koc Allianz Sigorta T.A.S., Istanbul........................ 23 37.1
National Insurance Company Berhad, Brunei................... 4 25.0
Russian People's Insurance Society "Rosno", Moscow.......... 24 45.3
Sophia, Paris............................................... 989 27.7
---------------
(1) Including shares held by dependent subsidiaries.
(2) Associated enterprises are all those enterprises other than affiliated
enterprises or joint ventures, in which the Group has an interest of between
20% and 50% regardless of whether a significant influence is exercised or
not.
F-134
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
OTHER SELECTED HOLDINGS IN LISTED EQUITY IN GROUP EQUITY NET PROFIT BALANCE SHEET
COMPANIES(1) E(MN) % OWNED(2) E (MN) E (MN) DATE
--------------------------------- ------------ ---------- ------------ ---------- -------------
AMB Generali Holding AG,
Munich..................... 266 9.5 3,827 345 12/31/2001
Banco Popular Espanol S.A.,
Madrid..................... 842 9.9 3,143(3) 574(3) 12/31/2001
Banco Portugues de Investimento
(BPI -- SGPS) S. A., Porto... 148 8.9 1,422(3) 133(3) 12/31/2001
BASF AG, Ludwigshafen........ 1,269 6.1 17,522 5,826 12/31/2001
Bayer AG, Leverkusen......... 872 5.8 17,020 961 12/31/2001
Bayerische Motorenwerke AG,
Munich..................... 995 5.2 10,770 1,866 12/31/2001
Bollore Investissement S.A.,
Puteaux.................... 166 16.1 1,404(3) 155(3) 12/31/2001
Continental AG, Hanover...... 149 7.7 1,648 -309 12/31/2001
Credit Lyonnais S. A., Paris... 1,915 10.3 8,950(3) 813(3) 12/31/2001
Deutsche Bank AG,
Frankfurt/Main............. 824 3.1 40,193 167 12/31/2001
Deutsche Borse AG,
Frankfurt/Main............. 220 5.2 1,560 203 12/31/2001
E.ON AG, Dusseldorf.......... 1,695 6.4 30,824 2,575 12/31/2001
Hana Bank, Seoul............. 210 8.2 521(3) 87(3) 12/31/2001
Heidelberger Druckmaschinen AG,
Heidelberg................. 227 12.0 2,450 201 3/31/2002
KarstadtQuelle AG, Essen..... 267 13.7 1,863 239 12/31/2001
Linde AG, Wiesbaden.......... 526 12.6 4,276 289 12/31/2001
mg technologies ag,
Frankfurt/Main............. 146 12.8 1,984 137 9/30/2001
Nestle S. A., Vevey.......... 546 0.7 23,154(3) 4,519(3) 12/31/2001
Pechiney S. A., Paris........ 187 6.6 3,564(3) 233(3) 12/31/2001
Royal Dutch Petroleum, The
Hague...................... 519 0.5 40,191(3) 7,270(3) 12/31/2001
RWE AG, Essen................ 931 6.9 11,129 804 12/31/2001
Schering AG, Berlin.......... 978 12.0 2,571 428 12/31/2001
Siemens AG, Munich........... 1,053 2.9 24,062 2,626 9/30/2001
F-135
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
OTHER SELECTED HOLDINGS IN LISTED EQUITY IN GROUP EQUITY NET PROFIT BALANCE SHEET
COMPANIES(1) E(MN) % OWNED(2) E (MN) E (MN) DATE
--------------------------------- ------------ ---------- ------------ ---------- -------------
Total Fina Elf S. A., Paris.. 767 1.3 35,397(3) 7,658(3) 12/31/2001
Unicredito Italiano S. p. A.,
Milan...................... 1,181 4.9 12,378(3) 1,454(3) 12/31/2001
Worms et Cie, Paris.......... 250 13.4 2,429(3) 233(3) 12/31/2001
---------------
(1) Market value >= E100 million or percentage of shares owned >= 5%, or market
value >= E500 million, without trading portfolio of banking business.
(2) Including shares held by dependent subsidiaries (incl. consolidated
investment funds).
(3) Source: IDS GmbH.
OTHER INTERESTS
Associated or other non-consolidated asset management companies hold the
following shareholdings in the listed companies shown below.
INTEREST OF THE
ALLIANZ GROUP IN
EQUITY INVESTMENTS HELD BY ASSET MANAGEMENT COMPANIES THE ASSET
------------------------------------------------------------------ MANAGEMENT
MARKET VALUE GROUP EQUITY NET PROFIT BALANCE SHEET COMPANIES
E(MN) % OWNED E(MN) E(MN) DATE % OWNED
------------ ------- ------------ ---------- ------------- ----------------
Deutsche Lufthansa
AG, Cologne........ 337 10.0 3,528 -605 12/31/2001 50
MAN AG, Munich....... 463 24.2 2,862 151 12/31/2001 50
DISCLOSURE OF EQUITY INVESTMENTS
Information is filed separately with the Commercial Register in Munich (HRB
7158) and published on our website together with the documentation for the
Annual General Meeting.
F-136
SCHEDULE I
ALLIANZ GROUP
SUMMARY OF INVESTMENTS*
DECEMBER 31, 2002
AMOUNT
SHOWN IN
AMORTIZED FAIR BALANCE
COST VALUE SHEET
E(MN) E(MN) E(MN)
--------- ------- --------
Fixed maturities:
Bonds:
German government..................................... 46,887 49,282 49,269
Austrian government................................... 2,631 2,763 2,763
French government..................................... 11,338 12,007 11,997
US government......................................... 11,721 12,040 12,040
UK government......................................... 1,584 1,656 1,656
Italian government.................................... 22,717 23,617 23,604
Swiss government...................................... 5,899 6,231 6,219
Spanish government.................................... 5,971 6,428 6,428
Netherlands government................................ 1,385 1,452 1,452
Canadian government................................... 217 229 229
Belgium government.................................... 2,338 2,469 2,469
Korean government..................................... 2,214 2,300 2,300
Hungarian government.................................. 244 254 254
Luxembourg government................................. 208 224 222
Mexican government.................................... 494 519 507
Irish government...................................... 324 341 341
Portuguese government................................. 787 824 824
Finland government.................................... 1,069 1,069 1,069
Greek government...................................... 921 980 980
Australian government................................. 615 662 662
Other government...................................... 3,635 3,778 3,778
Public utilities........................................... 5,955 6,137 6,137
Convertibles and bonds with warrant attached............... 91 88 88
All other corporate bonds.................................. 77,609 80,917 80,830
Certificate of deposit..................................... 21,054 21,054 21,054
------- ------- -------
Total fixed maturities........................... 227,908 237,321 237,172
------- ------- -------
Equity securities:
Common stocks:
Public utilities...................................... 3,508 3,392 3,392
Banks, trusts and insurance companies................. 12,745 12,788 12,788
Industrial, miscellaneous and all other............... 35,734 30,896 30,896
Non-redeemable preferred stocks....................... 1,058 1,095 1,095
------- ------- -------
Total equity securities.......................... 53,045 48,171 48,171
------- ------- -------
S-1
AMOUNT
SHOWN IN
AMORTIZED FAIR BALANCE
COST VALUE SHEET
E(MN) E(MN) E(MN)
--------- ------- --------
Mortgage loans on real estate.............................. 12,521 12,521 12,521
Real Estate................................................ 10,747 14,818 10,747
Policy loans............................................... 1,490 1,490 1,490
Short-term investments..................................... 1,262 1,262 1,262
------- ------- -------
Total investments................................ 306,973 315,583 311,363
======= ======= =======
---------------
* Includes all Group investments except trading portfolios.
S-2
SCHEDULE II
ALLIANZ AKTIENGESELLSCHAFT
PARENT ONLY CONDENSED BALANCE SHEETS (IFRS BASIS)
AT DECEMBER 31, 2002 AND 2001
2002 2001
E(MN) E(MN)
------ ------
Assets:
Investment in subsidiaries.................................. 64,464 52,701
Cash........................................................ 1,439 2,212
Other invested assets....................................... 7,960 17,581
Other assets................................................ 11,335 9,191
------ ------
85,198 81,685
====== ======
Liabilities & Shareholders' Equity:
Assumed reinsurance reserves................................ 13,052 12,190
Other liabilities........................................... 50,473 37,882
------ ------
63,525 50,072
Shareholders' equity........................................ 21,673 31,613
------ ------
85,198 81,685
====== ======
S-3
SCHEDULE II
ALLIANZ AKTIENGESELLSCHAFT
PARENT ONLY CONDENSED STATEMENTS OF INCOME (IFRS BASIS)
YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
2002 2001 2000
E(MN) E(MN) E(MN)
------ ----- -----
Revenues:
Underwriting income....................................... 3,799 3,503 3,543
Investment income......................................... 11,868 3,712 2,454
Other income.............................................. 482 346 57
------ ----- -----
16,149 7,561 6,054
Expenses:
Underwriting expense...................................... 4,298 4,594 4,158
Investment expense........................................ 3,511 1,426 908
Other expense............................................. 571 684 343
------ ----- -----
8,380 6,704 5,409
------ ----- -----
Income before tax........................................... 7,769 857 645
Income tax................................................ (753) (570) (272)
------ ----- -----
Income before equity in undistributed net income of
subsidiaries.............................................. 8,522 1,427 917
Equity in undistributed net income of subsidiaries.......... (9,751) 158 2,531
------ ----- -----
Net Income............................................. (1,229) 1,585 3,448
====== ===== =====
S-4
SCHEDULE II
ALLIANZ AKTIENGESELLSCHAFT
PARENT ONLY CONDENSED STATEMENT OF CASH FLOWS (IFRS BASIS)
YEARS ENDED DECEMBER 31, 2002 AND 2001
2002 2001
E(MN) E(MN)
------- ------
Cash flows from operating activities:
Net income................................................ (1,229) 1,585
Adjustments to reconcile net income to cash provided by
operating activities:.................................. -- --
Change in assumed reinsurance reserves................. 862 872
Change in other assets................................. (2,144) (1,946)
Change in other liabilities............................ 12,591 14,520
------- ------
Net cash provided by operating activities................... 10,080 15,031
------- ------
Cash flows from investing activities:
Change in investments in subsidiaries..................... (11,763) (8,948)
Change in other invested assets........................... 9,621 1,615
------- ------
Net cash used in investing activities....................... (2,142) (7,333)
------- ------
Cash flows from financing activities:
Net proceeds from issuance of common stocks and additional
paid in capital........................................ 16 275
Other changes on shareholders' capital.................... (8,045) (5,166)
Dividends paid............................................ (682) (673)
------- ------
Net cash provided by financing activities................... (8,711) (5,564)
------- ------
Net (decrease) increase in cash............................. (773) 2,134
Cash at beginning of year................................... 2,212 78
------- ------
Cash at end of year......................................... 1,439 2,212
======= ======
S-5
SCHEDULE III
ALLIANZ GROUP
SUPPLEMENTARY INSURANCE INFORMATION*
DECEMBER 31, 2002, 2001, AND 2000
FUTURE
POLICY OTHER
DEFERRED BENEFITS, POLICY
POLICY LOSSES, CLAIMS AND PREMIUM
ACQUISITION CLAIMS AND UNEARNED BENEFITS REVENUE
COSTS LOSS EXPENSE PREMIUMS PAYABLE (EARNED)
GROSS GROSS GROSS GROSS NET
E(MN) E(MN) E(MN) E(MN) E(MN)
----------- ------------ -------- ---------- --------
At and for the year ended December
31, 2002:
Life/Health.......................... 7,676 209,159 209 15,182 19,410
Property-Casualty.................... 3,174 66,911 12,039 2,263 35,723
-------- --------- -------- -------- --------
Total...................... 10,850 276,070 12,248 17,445 55,133
======== ========= ======== ======== ========
At and for the year ended December
31, 2001:
Life/Health.......................... 8,327 195,004 241 20,010 18,979
Property-Casualty.................... 3,169 69,333 12,150 2,774 33,766
-------- --------- -------- -------- --------
Total...................... 11,496 264,337 12,391 22,784 52,745
======== ========= ======== ======== ========
At and for the year ended December
31, 2000:
Life/Health.......................... 7,325 181,433 284 27,103 19,077
Property-Casualty.................... 3,108 62,466 10,859 2,679 30,830
-------- --------- -------- -------- --------
Total...................... 10,433 243,899 11,143 29,782 49,907
======== ========= ======== ======== ========
---------------
* After eliminating intra-group transactions between segments.
S-6
SCHEDULE III
ALLIANZ GROUP
SUPPLEMENTARY INSURANCE INFORMATION*
DECEMBER 31, 2002, 2001 AND 2000
BENEFITS AMORTIZATION
CLAIMS, OF DEFERRED
LOSSES AND POLICY OTHER
INVESTMENT SETTLEMENT ACQUISITION OPERATING PREMIUMS
INCOME EXPENSES COSTS EXPENSES WRITTEN
NET NET NET NET NET
E(MN) E(MN) E(MN) E(MN) E(MN)
---------- ---------- ------------ --------- --------
At and for the year ended
December 31, 2002:
Life/Health..................... 6,969 22,046 2,358 3,376 19,404
Property-Casualty............... 7,203 28,168 5,783 7,569 36,392
-------- -------- ------- -------- --------
Total................. 14,172 50,214 8,141 10,945 55,796
======== ======== ======= ======== ========
At and for the year ended
December 31, 2001:
Life/Health..................... 7,981 22,679 2,523 2,772 18,960
Property-Casualty............... 6,707 27,475 4,983 8,495 34,790
-------- -------- ------- -------- --------
Total................. 14,688 50,154 7,506 11,267 53,750
======== ======== ======= ======== ========
At and for the year ended
December 31, 2000:
Life/Health..................... 13,541 27,092 2,056 3,436 19,080
Property-Casualty............... 7,777 24,646 5,228 6,585 31,178
-------- -------- ------- -------- --------
Total................. 21,318 51,738 7,284 10,021 50,258
======== ======== ======= ======== ========
---------------
* After eliminating intra-group transactions between segments.
S-7
SCHEDULE IV
ALLIANZ GROUP
SUPPLEMENTARY REINSURANCE INFORMATION*
FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
DIRECT CEDED TO ASSUMED
GROSS OTHER FROM OTHER NET AMOUNT
AMOUNT COMPANIES COMPANIES AMOUNT ASSUMED
E(MN) E(MN) E(MN) E(MN) TO NET
--------- --------- ---------- --------- -------
2002:
Life insurance in force......... 362,362 (33,290) 90,953 420,025 21.65%
========= ========= ======== =========
Premiums earned:
Life/Health insurance(1)...... 19,967 (1,207) 650 19,410 3.35%
Property-Casualty insurance,
including title
insurance(2)............... 39,796 (6,150) 2,077 35,723 5.81%
--------- --------- -------- ---------
Total premiums........ 59,763 (7,357) 2,727 55,133 4.95%
========= ========= ======== =========
2001:
Life insurance in force......... 352,535 (32,261) 98,502 418,776 23.52%
========= ========= ======== =========
Premiums earned:
Life/Health insurance(1)...... 19,375 (1,169) 773 18,979 4.07%
Property-Casualty insurance,
including title
insurance(2)............... 32,626 (6,668) 7,808 33,766 23.12%
--------- --------- -------- ---------
Total premiums........ 52,001 (7,837) 8,581 52,745 16.27%
========= ========= ======== =========
2000:
Life insurance in force......... 354,204 (31,406) 98,968 421,766 23.47%
========= ========= ======== =========
Premiums earned:
Life/Health insurance(1)...... 20,202 (1,125) -- 19,077 0.00%
Property-Casualty insurance,
including title
insurance(2)............... 37,329 (6,499) -- 30,830 0.00%
--------- --------- -------- ---------
Total premiums........ 57,531 (7,624) -- 49,907 0.00%
========= ========= ======== =========
---------------
(1)Life/Health have been combined for this schedule.
(2) Title insurance has been combined with Property-Casualty insurance.
* After eliminating intra-group transactions between segments.
S-8
SIGNATURES
The registrant certifies that it meets all of the requirements for filing
on Form 20-F and has duly caused and authorized the undersigned to sign this
annual report on its behalf.
ALLIANZ AKTIENGESELLSCHAFT
By: /s/ MICHAEL DIEKMANN
------------------------------------
Name: Michael Diekmann
Title: Chief Executive Officer
By: /s/ DR. HELMUT PERLET
------------------------------------
Name: Dr. Helmut Perlet
Title: Chief Financial Officer
Date: November 28, 2003
EXHIBITS
EXHIBIT
NUMBER
------- DOCUMENT
1.1 Articles of Association*
4.1 Principles of Cooperation between Allianz AG and Munich Re,
dated May 2000**
4.2 Letter of Intent between Allianz AG and Munich Re, dated May
4, 2000**
4.3 Agreement in Principle between Allianz AG and Munich Re,
dated April 4, 2001****
4.4 Basic Agreement between Allianz AG and Dresdner Bank, dated
March 31, 2001*****
4.5 First Supplement to Principles of Cooperation between
Allianz AG and Munich Re, dated December 2001 ******
4.6 Second Supplement to Principles of Cooperation between
Allianz AG and Munich Re, dated December 19, 2002*******
4.7 Third Supplement to Principles of Cooperation between
Allianz AG and Munich Re, dated March 20, 2003********
8.1 List of subsidiaries*********
12.1 Certification of the Chief Executive Officer required by
Section 302 of the Sarbanes-Oxley Act of 2002
12.2 Certification of the Chief Financial Officer required by
Section 302 of the Sarbanes-Oxley Act of 2002
13.1 Certification of the Chief Executive Officer required by
Section 906 of the Sarbanes-Oxley Act of 2002
13.2 Certification of the Chief Financial Officer required by
Section 906 of the Sarbanes-Oxley Act of 2002
14.1 Consent of KPMG Deutsche Treuhand-Gesellschaft AG
Wirtschaftsprufungsgesellschaft
---------------
* Incorporated by reference to Exhibit 1.1 to the Registrant's Annual
Report on Form 20-F for the year ended December 31, 2002.
** Incorporated by reference to Exhibit 3.1 to the Registrant's
Registration Statement on Form 20-F (File No. 1-15154).
*** Incorporated by reference to Exhibit 3.2 to the Registrant's
Registration Statement on Form 20-F (File No. 1-15154).
**** Incorporated by reference to Exhibit 4.3 to the Registrant's Annual
Report on Form 20-F for the year ended December 31, 2000.
***** Incorporated by reference to Exhibit 4.4 to the Registrant's Annual
Report on Form 20-F for the year ended December 31, 2000.
****** Incorporated by reference to Exhibit 4.5 to the Registrant's Annual
Report on Form 20-F for the year ended December 31, 2001.
******* Incorporated by reference to Exhibit 4.6 to the Registrant's Annual
Report on Form 20-F for the year ended December 31, 2002.
******** Incorporated by reference to Exhibit 4.7 to the Registrant's Annual
Report on Form 20-F for the year ended December 31, 2002.
********* Incorporated by reference to Exhibit 8.1 to the Registrant's Annual
Report on Form 20-F for the year ended December 31, 2002.