##### Table of Contents

 

 

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, DC 20549**

**
 
**

**FORM 20-F**

**
 
**

**(Mark One)**

**or**

**For the fiscal year ended December 31, 2007**

**or**

**For the transition period                      to                    **

**or**

**Date of event requiring this shell report                    **

**Commissionfile number 1-15154**

**
 
**

**ALLIANZ SE**

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

**
 
**

**Federal Republic of Germany**

**(Jurisdiction of incorporation or organization)**

**Königinstrasse 28, 80802 Munich, Germany**

**(Address of principal executive offices)**

**
 
**

**Burkhard Keese**

**ALLIANZ SE**

**Königinstrasse 28, 80802 Munich, Germany**

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

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

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

**Securities registered or to be registered pursuantto 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 the number ofoutstanding shares of each of the issuer’s classes of capital or common stock at December 31, 2007: 

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

YES  x        NO   ̈

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

YES   ̈        NO  x

Indicate by check mark whetherthe 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   ̈

Indicateby check mark whether the registrant is a large accelerated filer, an accelerated filer, 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 prepare the financialstatements included in this filing: 

U.S. GAAP   ̈

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

Other   ̈

If “Other” has been checked in response to the previous question, indicate by check 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 theExchange 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
  5 
Exchange Rate Information
  5 
Risk Factors
  6
**ITEM 4.**
 
**Information on the Company**
  14 
The Allianz Group
  14 
Legal Structure
  16 
Important Group Organizational Changes
  17 
Global Diversification of our Insurance Business 
  18 
Property-Casualty Insurance Reserves
  28 
Selected Statistical Information Relating to our Banking Operations
  41 
Regulation and Supervision
  63
**ITEM 4A.**
 
**Unresolved Staff Comments**
  68
**ITEM 5.**
 
**Operating and Financial Review and Prospects**
  69 
Critical Accounting Policies and Estimates
  69 
Changes to Accounting and Valuation Policies
  80 
Introduction
  80 
Executive Summary
  84 
Property-Casualty Insurance Operations
  93 
Life/Health Insurance Operations
  101
**Item**
    **Page** 
Banking Operations
  109 
Asset Management Operations
  115 
Corporate Activities
  121 
Balance Sheet Review
  123 
Liquidity and Capital Resources
  130 
Investment Portfolio Impairments, Depreciation and Unrealized Losses
  135 
Tabular Disclosure of Contractual Obligations
  138 
Recent and Expected Developments
  139
**ITEM 6.**
 
**Directors, Senior Management and Employees**
  141 
Corporate Governance
  141 
Board of Management
  143 
Supervisory Board
  145 
Compensation of Directors and Officers 
  149 
Board Practices
  155 
Share Ownership
  155 
Employees
  155 
Stock-based Compensation Plans
  156 
Employee Stock Purchase Plans
  156
**ITEM 7.**
 
**Major Shareholders and Related Party Transactions**
  156 
Major Shareholders
  156 
Related Party Transactions
  157
**ITEM 8.**
 
**Financial Information**
  157 
Consolidated Statements and Other Financial Information
  157 
Legal Proceedings
  157 
Dividend Policy
  157 
Significant Changes
  157
**ITEM 9.**
 
**The Offer and Listing**
  158 
Trading Markets
  158 
Market Price Information
  158
**ITEM 10.**
 
**Additional Information**
  159 
Articles of Association (Statutes)
  159 
Capital Increase
  161
 

i 

Table of Contents
**TABLE OF CONTENTS**

 

**Item**
    **Page** 
Material Contracts
  161 
Exchange Controls
  161 
German Taxation
  161 
United States Taxation
  164 
Documents on Display
  166
**ITEM 11.**
 
**Quantitative and Qualitative Disclosures about Market Risk**
  167 
Risk Governance Structure
  167 
Internal Risk Capital Framework
  168 
Capital Management 
  172 
Concentration of Risks 
  174 
Market Risk 
  175 
Credit Risk 
  182 
Actuarial Risk 
  185 
Business Risk 
  186 
Other Risks
  187 
Outlook
  190
**ITEM 12.**
 
**Description of Securities other than Equity Securities**
  190
**ITEM 13.**
 
**Defaults, Dividend Arrearages and Delinquencies**
  190
**Item**
    **Page**
**ITEM 14.**
 
**Material Modifications to the Rights of Security Holders and Use of Proceeds**
  190
**ITEM 15.**
 
**Controls and Procedures**
  190
**ITEM 16A.**
 
**Audit Committee Financial Expert**
  192
**ITEM 16B.**
 
**Code of Ethics**
  192
**ITEM 16C.**
 
**Principal Accountant Fees and Services**
  192
**ITEM 16D.**
 
**Exemptions from the Listing Standards for Audit Committees**
  193
**ITEM 16E.**
 
**Purchases of Equity Securities by the Issuer and Affiliated Purchasers**
  194
**ITEM 17.**
 
**Financial Statements**
  195
**ITEM 18.**
 
**Financial Statements**
  195
**ITEM 19.**
 
**Exhibits**
  195
**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, and together with itsconsolidated 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 consolidated financial statements (including the related notes) of Allianz SE as ofDecember 31, 2007 and 2006 and for each of the years in the three-year period ended December 31, 2007, which have been audited by KPMG Deutsche Treuhand-Gesellschaft AG Wirtschaftsprüfungsgesellschaft. The consolidated financialstatements of the Allianz Group have been prepared in conformity with International Financial Reporting Standards (“IFRS”), as adopted under European Union (“EU”) regulations in accordance with section 315a of the GermanCommercial 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 Allianz Group’sapplication 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 Economic and Monetary Union (or EMU), commencingJanuary 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 $1.5369 = €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 10, 2008. 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 “KeyInformation—Exchange Rate Information” for information concerning the noon buying rates for the Euro from January 1, 2003 through March 10, 2008. 

 

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. When we use theterm “statutory premiums,” we are referring to gross premiums written from sales of life insurance policies as well as gross receipts from sales of unit-linked and other investment-oriented products, in accordance with the statutoryaccounting practices applicable in the relevant insurer’s home jurisdiction. 

 

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 that publishes market researchdata on the insurance industry. In addition, unless otherwise indicated, insurance market share data are based on gross premiums written and statutory premiums for our Property-Casualty and Life/Health segments, respectively. Data on position andmarket share within particular countries are based on various third party and/or internal sources as 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 Private Securities Litigation Reform Act of 1995. These include statements under “Information on the Company,” “Operating and FinancialReview 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 developmentsin 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 factorsthat 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; 

 
 • 
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, 2007. We derived the selected financial data for each of the years in the five-year period ended December 31,2007 from our audited annual consolidated financial statements, including the notes to those financial statements. All the data should be read in conjunction with our consolidated financial statements and the notes thereto. We prepare our annualaudited consolidated financial statements in accordance with IFRS. 

 

Effective January 1, 2006, we implementedcertain revisions to our consolidated financial statements to enhance the reader’s understanding of our financial results and to use a more consistent presentation with that of our peers. These revisions reflect certain reclassifications in ourconsolidated balance sheet and consolidated income statement, changes to our segment reporting, changes to operating profit methodology and changes to our consolidated cash flow statement. Our selected financial data as of and for the years endedDecember 31, 2005, 2004 and 2003 presented below also reflect these revisions, with the exception of total revenues and operating profit for the year ended December 31, 2003. Total revenues and operating profit for the year endedDecember 31, 2003 are presented in accordance with our pre-2006 segment reporting structure and operating profit methodology, and accordingly do not reflect the retrospective application of our revised segment reporting structure and operatingprofit methodology, due to the unreasonable effort or expense required to prepare such information, in particular resulting from the implementation of our new Corporate segment. 

 

3 

Table of Contents**As of or For the Years ended December 31,**   **2007**  **2007**  **Change from**