##### Table of Contents

 

 

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, DC 20549**

**
 
**

**FORM 20-F**

**
 
**

**(Mark One)**

**or**

**For the fiscal year-ended December 31, 2008**

**or**

**For the transition period                      to                    **

**or**

**Date of event requiring this shell report**

**Commission file number 1-15154**

**
 
**

**ALLIANZ SE**

**(Exact name of registrant as specified in its charter)**

 

**
 
**

**Federal Republic of Germany**

**(Jurisdiction of incorporation or organization)**

**Koeniginstrasse 28, 80802 Munich, Germany**

**(Address of principal executive offices)**

**
 
**

**Burkhard Keese**

**ALLIANZ SE**

**Königinstrasse28, 80802 Munich, Germany**

**Telephone: +49 89 3800-16596**

**Facsimile: +49 89 3800-16598**

**(Name, Telephone, E-mail and/or Facsimile numberand Address of Company Contact Person)**

**Securities registered or to be registered pursuant to Section 12(b) of the Act:**

**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 thenumber of outstanding shares of each of the issuer’s classes of capital or common stock at December 31, 2008: 

Indicate by check mark if the registrant is a well-known seasoned issuer, asdefined in Rule 405 of the Securities Act. 

YES  x        NO   ̈

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. 

YES   ̈        NO  x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or15(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 whether the registrant is a large accelerated filer, an acceleratedfiler, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one): 

Indicate by check mark which basis of accounting the registrant has used to preparethe financial statements included in this filing: 

U.S. GAAP   ̈

 

International Financial Reporting Standards as issued by theInternational Accounting Standards Board    x

Other   ̈

If “Other” has been checked in response to the previous question, indicate bycheck mark which financial statement item the registrant has elected to follow. 

Item 17   ̈        Item 18   ̈

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). 

YES   ̈        NO  x

 

 

Table of Contents
**TABLE OF CONTENTS**

 

**Item**
     **Page**
**TABLE OF CONTENTS**
  i
**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
  6  
Exchange Rate Information
  6  
Risk Factors
  7
**ITEM 4.**
  
**Information on the Company**
  16  
The Allianz Group
  16  
Global Diversification of our Insurance Business
  19  
Major Transactions
  28  
Property-Casualty Insurance Reserves
  30  
Regulation and Supervision
  41
**ITEM 4A.**
  
**Unresolved Staff Comments**
  46
**ITEM 5.**
  
**Operating and Financial Review and Prospects**
  46  
Critical Accounting Policies and Estimates
  47  
Changes to Accounting and Valuation Policies
  58  
Introduction
  58  
Executive Summary
  62  
Property-Casualty Insurance Operations
  74  
Life/Health Insurance Operations
  82
**Item**
     **Page**  
Banking Operations
  90  
Asset Management Operations
  93  
Corporate Activities
  98  
Discontinued Operations of Dresdner Bank
  100  
Balance Sheet Review
  103  
Liquidity and Capital Resources
  113  
Investment Portfolio Impairments, Depreciation and Unrealized Losses
  118  
Tabular Disclosure of Contractual Obligations
  121  
Recent and Expected Developments
  123
**ITEM 6.**
  
**Directors, Senior Management and Employees**
  125  
Corporate Governance
  125  
Board of Management
  127  
Supervisory Board
  129  
Compensation of Directors and Officers
  133  
Board Practices
  141  
Share Ownership
  141  
Employees
  141  
Stock-based Compensation Plans
  141  
Employee Stock Purchase Plans
  142
**ITEM 7.**
  
**Major Shareholders and Related Party Transactions**
  142  
Major Shareholders
  142  
Related Party Transactions
  143
**ITEM 8.**
  
**Financial Information**
  143  
Consolidated Statements and Other Financial Information
  143  
Legal Proceedings
  143  
Dividend Policy
  143  
Significant Changes
  143
**ITEM 9.**
  
**The Offer and Listing**
  144  
Trading Markets
  144  
Market Price Information
  144
 

i 

Table of Contents
**TABLE OF CONTENTS**

 

**Item**
     **Page**
**ITEM 10.**
  
**Additional Information**
  145  
Articles of Association (Statutes)
  145  
Capital Increase
  146  
Material Contracts
  147  
Exchange Controls
  147  
German Taxation
  147  
United States Taxation
  150  
Documents on Display
  152
**ITEM 11.**
  
**Quantitative and Qualitative Disclosures about Market Risk**
  153  
Risk Governance Structure
  153  
Internal Risk Capital Framework
  154  
Capital Management
  158  
Concentration of Risks
  161  
Market Risk
  162  
Credit Risk
  168  
Actuarial Risk
  171  
Business Risk
  173  
Other Risks
  174  
Outlook
  175
**ITEM 12.**
  
**Description of Securities other than Equity Securities**
  176
**ITEM 13.**
  
**Defaults, Dividend Arrearages and Delinquencies**
  176
**Item**
     **Page**
**ITEM 14.**
  
**Material Modifications to the Rights of Security Holders and Use of Proceeds**
  176
**ITEM 15.**
  
**Controls and Procedures**
  176
**ITEM 16A.**
  
**Audit Committee Financial Expert**
  178
**ITEM 16B.**
  
**Code of Ethics**
  178
**ITEM 16C.**
  
**Principal Accountant Fees and Services**
  178
**ITEM 16D.**
  
**Exemptions from the Listing Standards for Audit Committees**
  179
**ITEM 16E.**
  
**Purchases of Equity Securities by the Issuer and Affiliated Purchasers**
  180
**ITEM 16G.**
  
**Disclosure about Differences in Corporate Governance Practices**
  180
**ITEM 17.**
  
**Financial Statements**
  183
**ITEM 18.**
  
**Financial Statements**
  183
**ITEM 19.**
  
**Exhibits**
  183
**Index to the Consolidated Financial Statements and Schedules**
  
 

ii 

Table of Contents
**PRESENTATION OF FINANCIAL AND OTHER INFORMATION**

 

In this Annual Report, the terms “we,” “us” and “our” refer to Allianz Societas Europaea (or Allianz SE, andtogether with its consolidated subsidiaries, the Allianz Group), unless the context requires otherwise. 

 

Unless otherwise indicated, when we use the term “consolidated financial statements,” we are referring to the consolidatedfinancial statements (including the related notes) of Allianz SE as of December 31, 2008 and 2007 and for each of the years in the three-year period ended December 31, 2008, which have been audited by KPMG AGWirtschaftsprüfungsgesellschaft. The consolidated financial statements of the Allianz Group have been prepared in conformity with International Financial Reporting Standards (IFRS), as adopted under European Union (EU) regulations in accordancewith section 315a of the German Commercial Code (HGB). The consolidated financial statements of the Allianz Group have also been prepared in accordance with IFRS as issued by the International Accounting Standard Board (IASB). The AllianzGroup’s application of IFRSs results in no differences between IFRS as adopted by the EU and IFRS as issued by the IASB. 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 “$”,“U.S.$” and “U.S. Dollar” are to United States Dollars and references to “€” and “Euro” are to the Euro, the single currency established for participants in the third stage of the European Economicand 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.” 

 

For convenience only (except where noted otherwise), some of the Euro figures have been translated into U.S.Dollars at the rate of $1.3566 = €1.00, 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 March 20, 2009. These translations do not mean that theEuro amounts actually represent those U.S. Dollar amounts or could be converted into U.S. Dollars at those rates. Refer to “Key Information—Exchange Rate Information” for information concerning the noon buying rates for theEuro from January 1, 2004 through March 20, 2009. 

 

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) forinsurance 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 topremiums (whether or not earned) for insurance policies written during a specified period, after deduction for premiums ceded to reinsurers. When we use the term “statutory premiums,” we are referring to gross premiums written from salesof life insurance policies as well as gross receipts from sales of unit-linked and other investment-oriented products, in accordance with the statutory accounting practices applicable in the relevant insurer’s home jurisdiction. 

 

Unless otherwise indicated, we have obtained data regardingthe relative size of various national insurance markets from annual reports prepared by SIGMA, an independent organization that publishes market research data on the insurance industry. In addition, unless otherwise indicated, insurance market sharedata are based on gross premiums written and statutory premiums for our Property-Casualty and Life/Health segments, respectively. Data on position and market share within particular countries are based on various third-party and/or internal sourcesas indicated herein. 

 

1 

Table of Contents
**CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS**

 

This annual report includes “forward-looking statements” within the meaning of the safe harbor provisions of The PrivateSecurities Litigation Reform Act of 1995. These include statements under “Information on the Company,” “Operating and Financial Review and Prospects,” “Quantitative and Qualitative Disclosures About Market Risk” andelsewhere 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 tothe 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 andprojections 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 materiallydifferent 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 and events related to market volatility, liquidity and credit;

 
 • 
frequency and severity of insured loss events, including from natural catastrophes, terror attacks, environmental and asbestos claims and the development of lossexpenses; 

 
 • 
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; 

 
 • 
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 acquisitions, including related integration and restructuring issues; and 

 
 • 
terror attacks, events of war, and their respective consequences. 

 

2 

Table of Contents
**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**

 

We present below our selected financial data as of and for each of the years in the five-year period ended December 31, 2008. Wederived the selected financial data for each of the years in the five-year period ended December 31, 2008 from our audited annual consolidated financial statements, including the notes to those financial statements. All the data should be readin conjunction with our consolidated financial statements and the notes thereto. We prepare our annual audited consolidated financial statements in accordance with IFRS. 

 

On August 31, 2008 Allianz SE (“Allianz”) and Commerzbank AG (“Commerzbank”) agreed on the saleof almost all of Dresdner Bank AG (“Dresdner Bank”) to Commerzbank. Following the announcement, Dresdner Bank qualified as held-for-sale and discontinued operations. Therefore, results from these operations have been eliminated from ourresults of Banking operations and are now 

presented in a separate line item “net income from discontinued operations, net of income taxes and minority interests in earnings”. In addition toour continuing banking business, our Banking operations also reflect the results from those parts of Dresdner Bank that were not sold to Commerzbank: Oldenburgische Landesbank (OLB) and the banking clients that were introduced through our tiedagent’s channel. Furthermore, all assets and liabilities that are part of the disposal group have been reclassified and presented in separate line items “Non-current assets and assets from disposal groups classified as held-for-sale”and “Liabilities of disposal groups classified as held-for-sale”, respectively, on the face of the consolidated balance sheet as of December 31, 2008. Certain prior period amounts have been reclassified to conform to the currentperiod presentation. For further information please refer to Note 3 to our consolidated financial statements. 

 

Effective January 1, 2006, we implemented certain revisions to our consolidated financial statements to enhance the reader’sunderstanding of our financial results and to use a more consistent presentation with that of our peers. These revisions reflect certain reclassifications in our consolidated balance sheet and consolidated income statement, changes to our segmentreporting, changes to operating profit methodology and changes to our consolidated cash flow statement. 

 

3 

Table of Contents**As of or For the Years ended December 31,**   **2008**  **2008**  **Change from**