The annual goodwill impairment tests conducted for both SCOR Global P&C and SCOR Global Life segments show a fair value in excess of the total carrying value. Consequently, the result of the goodwill impairment tests is that no goodwill impairment charges were recognized for the year ended 31 December 2011 (2010: Nil).
VOBA at 31 December 2011 and 2010 relates to the following acquisitions: FOR THE YEAR ENDED 31 DECEMBER
The IFRS 4 liability adequacy testing which includes VOBA recoverability, showed no indicators of impairment for the years ended 31 December 2011 or 2010. Shadow VOBA amounted to EUR (2) million and EUR (3) million at
Other intangible assets at 31 December 2011 were EUR 112 million compared with EUR 95 million at 31 December
Other intangible assets with finite useful lives at 31 December 2011 were EUR 82 million compared with EUR 66 million at 31 December 2010. The largest component of this balance are the intangibles with finite lives generated from the joint venture agreement MDU (Medical Defense Union), which totaled EUR 23 million, acquired through the Converium business combination. The Group amortizes its other intangibles with a finite life over a 3 to 10 year period dependent on the specific circumstances of each arrangement.
The Group conducted its annual assessment of the amortization period and amortization method of these finite life intangible assets and has concluded that both the amortization period and existing amortization methodology are appropriate and in line with current contractual agreements.
Other intangible assets also include indefinite life intangible assets associated with Lloyd’s syndicate participations acquired through the Converium business combination. The Lloyd’s intangibles of EUR 15 million are deemed to have an indefinite life due to the ability to realize cash for these contractual rights through the Lloyd’s auction process. Other intangible assets having an indefinite useful life at 31 December 2011 were EUR 15 million compared with EUR 14 million at 31 December 2010.
The additions to tangible assets in 2011 are mainly related to the following acquisitions: On 1 July 2011, SCOR Group finalized the purchase of Kléber SAS, whose primary asset is an office building located in
Paris. The SCOR head office will be moved to the Kléber office building at the beginning of 2012. The remainder will be leased. This transaction resulted in an increase of the Group’s fixed assets of EUR 344 million, and financial debts of
EUR 26 million were capitalized as asset in progress in relation to a building in Cologne. See below “Property related commitments received and granted”.
The change in scope of consolidation, presented in the table above, relates to the acquisition of a company whose main asset is a share in an aircraft of EUR 18 million.
In Cologne in 2009 SCOR committed to acquire a 6,500 square meters building at Goebenstrasse 10 which became the
The insurance business investments of the Group can be analyzed as follows: Net book value as at 31 December In EUR million 2011 2010
The Group has certain investments which are valued based on models prepared by independent external third parties using market inputs. These are primarily comprised of structured products, other than agencies for which the market is considered active, private placements, inflation linked government assimilated bonds and specific alternative investments. Similarly, the Group values certain derivative investments, namely the mortality and real estate swaps using internal valuation techniques based on market inputs. Further detail on the valuation of these derivative instruments is included within Note 8 – Derivative Instruments.
Investments at fair value through income 127 25 102 - -
The movement in Level 3 investments since 31 December 2010 is mainly due to foreign exchange impacts and the amortization of Atlas vehicles.
During the year ended 31 December 2011, there were EUR (4) million net transfers out of Level 3 fair value measurement category.
(1) Movements in derivatives instruments relates mainly to the amortization and investment in ATLAS V and VI catastrophe bonds. (2) Mainly purchase of ATLAS VI series 2011-1 and 2011-2 catastrophe bonds
(1) Movements in derivatives instruments relates to the amortization and investment in ATLAS V and VI catastrophe bonds. (2) Purchase of the second tranche of ATLAS VI catastrophe bonds
The EUR (31) million total losses recorded in the statement of income in 2011, include EUR (31) million of change in FV
The Group holds a finance lease which contains an option to purchase an investment property at the end of the lease term. In July 2011, an addendum to this financial lease has been signed to extend the maturity of the contract by two years from 26 June 2011. The amount of the minimum payments and their discounted values are as follows: In EUR million
As part of its real estate investment activities described above, SCOR leases or subleases its investment buildings. The leases generally conform to the local market conditions and have annual indexation clauses for the rental payments. The estimated minimum rental income is as follows: In EUR million Minimum rental income Minimum rental income
An analysis of the credit ratings of fixed income securities classified as available-for-sale and fair value through income is as follows: (b) Maturity – fixed income securities classified as available-for-sale and fair value through income
The table below presents the estimated maturity profiles of financial assets, which are expected to generate cash inflows to meet cash outflows on financial liabilities: In EUR million AAA AA A BBB < BBB Not rated Total
The change in the valuation of the available-for-sale portfolio affecting shareholders’ equity is as follows: (1) Change in unrealized gains and losses is presented net of shadow accounting
At 31 December 2011 and 2010, the unrealized gains and losses on available-for-sale investments can be analyzed as follows: (1) Unrealized gains and losses on available for sale investments analyzed above exclude gains and losses relating to foreign exchange.
On 19 February 2009, SCOR reopened the market for catastrophe bonds (an insurance-linked security) with the issue of the three series “Atlas V" catastrophe bonds. The multi-year property catastrophe agreements concluded between
SCOR and Atlas V Capital Limited (“Atlas V") provides the Group with additional protection of USD 200 million for exposures to earthquakes and hurricanes in the U.S. and Puerto Rico. Events are covered for the risk period from 20
VI provides EUR 75 million of protection against European windstorms and Japanese earthquakes risks until 31 March
On 12 December 2011 SCOR successfully placed a new catastrophe bond (“Cat bond”), Atlas VI Capital Limited Series 2011-1 and 2011-2, which will provide the Group with USD 270 million of protection against US Hurricanes and
Amounts are recorded in the balance sheet representing the derivative asset recognized at fair value through P&L and other liabilities representing the value interest payments. SCOR values the derivative asset using a model that is based on a combination of market inputs to the extent that trades in these instruments are active and catastrophic modelling tools. These assets are disclosed as level 3 investments within insurance business investments (see Note 6 – Insurance business investments).
Under the terms of the original 2008 agreement (“1st tranche”) SCOR Global Life SE can receive cash up to a nominal amount of USD 100 million and EUR 36 million in the event of a rise in mortality. Under the terms of the amended agreement in 2009 (“2nd tranche”) SCOR Global Life SE will also receive up to a nominal amount of USD 75 million in the event of a rise in mortality. The agreement, which runs for a risk period from 1 January 2008 to 31 December 2011 and 1 January 2009 to 31 December 2011 for the 1st and 2nd tranche respectively and will terminate on 15 January
The swaps are indexed against a weighted combination of U.S. and European population mortality, measured over two consecutive calendar years. According to the structure of the arrangements, a payment by J.P. Morgan will be triggered if, at any time during the period covered, the index exceeds attachment point as presented within the following table. At any index level between the attachment point and the exhaustion point, JP Morgan will pay to SCOR a pro-rata amount of the notional swap amount of the nominal amount, so that for example, at an index level of 107.5% on the 2nd tranche, 50% of the total amount becomes payable and at an index level of 110%, the full amount will be paid out. The mortal ity swap is fully collateralized by JP Morgan in favour of SCOR and thus SCOR bears no credit risk exposure.
Risk period 1 January 2008 to 31 December 2011 1 January 2009 to 31 December 2011
 Diversify SCOR’s real estate direct allocation to other real estate sectors, especially residential, with geographical diversification through another country exposures.
The indices used to measure the relevant real estate returns are those issued by an independent third party company
(IPD). These indexes are obtained by the analysis of the appraised market values on 31 December of each year and rental incomes of the real estate portfolios of institutional investors using the independent third party provider. The indices are therefore derived from a large and diversified data base. The notional exposure for each of the four components of the transactions is EUR 30 million.
On 18 July 2011, SCOR completed the sale of its US fixed annuity business through the sale of its wholly owned subsidiary Investors Insurance Corporation to Athene Holding Ltd. See also note 20.1.6.3 – Acquisitions and Disposals.
The underlying indexed annuity contracts contained caps (limits) on the percentage increase in the underlying index that
SCOR has entered into interest rates swaps to cover its exposure to financial debt with variable interest rates relating to real estate investments. The fair value of these swaps is obtained from the banking counterparty using market inputs.
Net interest paid under these swaps amounted to EUR 4 million in 2011 (2010: EUR 1 million).
Cash-flow hedge accounting is applied when the hedging relationship is determined to be highly effective. Effectiveness testing is performed at the inception of the hedging relationship and at each balance sheet date throughout the term of the hedge relationship. Where hedge effectiveness is not attained, the hedging instrument (interest rate swap) is measured at fair value through profit and loss from the date the hedge relationship ceases to be effective. As at 31
On 21 January 2011, SCOR placed CHF 400 million of perpetual subordinated debt, which was issued on 2 February 2011 (see note 14 - Financial debt). To hedge the FX risk associated with the issued debt, SCOR entered into a crosscurrency swap which exchanges the principal into EUR and exchanges the coupon on the notes to 6.98% and matures
On 3 June 2011, SCOR reopened its existing CHF perpetual subordinated notes placement by issuing an additional amount of CHF 250 million. To hedge the FX risk associated with the issued debt, SCOR entered into a cross-currency swap which exchanges the principal into EUR and exchanges the coupon on the notes to 6.93% and matures on 2
SCOR enters into forward currency purchase and sales contracts to reduce its overall exposure to balances held in currencies other than the functional currencies of its subsidiaries. The contracts are recorded at their net fair value from valuations provided by banking counterparties using market inputs. The outstanding contracts at 31 December 2011 and 2010, converted into EUR at the closing rates, were as follows: Forward sales Forward purchases
Amounts are recorded in the balance sheet representing the instrument asset recognized at fair value through P&L and other liabilities representing the value interest payments. In the absence of observable market inputs and parameters to reliably determine a fair value for this derivative instrument, the best measure of fair value is the expected cost of the instrument, corresponding to the total annual fees payable under the arrangement net of the warrants’ subscription
SCOR Gestion financière 100 % France 4 - - - 4
SCOR Gestion financière 100 % France 4 - - (1) 4
20.1.6.10 NOTE 10 - ASSUMED AND CEDED INSURANCE AND REINSURANCE RECEIVABLES AND PAYABLES
Gross receivables from ceding companies 225 303 528 276 275 551
Estimated premiums receivable from cedants, net of commission 1,974 1,595 3,569 1,583 1,396 2,979
Assumed insurance and reinsurance accounts payable (166) (71) (237) (95) (135) (230)
Accounts payable on ceded reinsurance transactions (454) (398) (852) (645) (261) (906)
Accounts receivable from and payable to cedants and retrocessionaires are mostly due in less than one year. A
complete aging of financial assets is included in Note 26 – Insurance and financial risk.
Change in scope of consolidation and contract portfolio exchanges (105) - (105) - - - - - -
Impairment losses during the year - - - - - - (7) - (7)
Liquidity is defined as cash and cash equivalents (as presented above) and short term investments comprised primarily of government bonds maturing between 3 and 12 months from date of purchase (as presented within Note 7 – Loans and receivables). Total liquidity as at 31 December 2011 is EUR 3,055 million (2010: EUR 1,266 million).
The authorized share capital of the Company at 31 December 2011 was 192,021,303 shares with a nominal value of
The number of ordinary shares which were issued and fully paid in circulation as at 31 December 2011, 2010 and 2009 were as follows: Share capital increase – exercise of stock options – 9 January 2009 - - 10,410
Share capital increase – exercise of stock options – 6 February 2009 - - 9,869
Share capital increase – OCEANE conversion – 22 December 2009 - - 934,576
Share capital increase – acknowledgement by the Board of Directors – 2 March 2010 - 10,705 -
Share capital increase – exercise of stock options – 11 March 2010 - 37,428 -
Share capital increase – exercise of stock options – 23 March 2010 - 24,552 -
Share capital decrease – decision of the Board of Directors – 7 March 2011 (146,663) - -
Share capital increase – exercise of stock options – 31 March 2011 5,117 - -
Share capital increase – exercise of stock options – 31 December 2011 8,000 - -
In 2009 the movements were due to the following operations:  The Board of Directors held on 3 March 2009 decided to reduce the share capital by cancellation of 129,539 treasury shares for a total value of EUR 1 million.
In 2010 the movements were due to the following operations:  On 28 April 2010 the General Meeting of Shareholders proposed the option to pay dividend with issuance of new shares (scrip dividends). At the end of exercise period (2 June 2010), 2,647,517 new shares were issued for a total of EUR 21 million (plus EUR 21 million in additional paid capital).
The number of shares held as treasury shares by the Company or its subsidiaries at 31 December 2011 amounted to 7,262,600 shares compared to 6,427,554 shares at the end of 2010. These treasury shares are not entitled to dividends.
Group (in its capacity as an insurer/reinsurer) reaches certain contractual thresholds in any given calendar year between 1 January 2011 and 31 December 2013 or if no drawdown already took place in the context of the agreement and
The tranche not triggered has no impact on the dilutive earning per share, as the related increase in capital may never take place.
The Group also holds Buffer Capital in addition to the solvency capital required to support the retained (after retrocession) risk profile. The aim of this extra economic capital is to absorb a significant amount of inherent volatility, thereby limiting the frequency of turning to the market to maintain the Group’s available capital above the required solvency capital.
The Group also considers alternative sources of capital including reinsurance and securitization, as appropriate when assessing its deployment and usage of capital.
The Group aims to achieve full compliance in respect of all regulatory and solvency requirements in the countries in which it operates.
Under the European Directive relating to reinsurance, as adopted in France in late 2008, the Group is subject to the control of insurance regulators in the various European countries in which it operates. The Group calculated its solvency based on consolidated IFRS financial statements adjusted to be consistent with French Generally Accepted Accounting
The movement in the translation adjustment is primarily due to the translation of accounts of the subsidiaries and branches using the U.S. dollar as the functional currency. In 2011, the Group hedged itself against certain movements in the net asset value of its U.S. dollar denominated subsidiaries. These hedges were effective and resulted in a total negative foreign exchange impact of EUR 13 million within equity in 2011 (2010: EUR 22 million, 2009: EUR 1 million).
The caption “Share-based payments” is used to offset the cost of services received in exchange for the granting of shares, stock options or for employee stock purchase plans.
The Combined General Meeting of 28 April 2010 decided that payment of the dividend approved for EUR 1.00 per share for 2009 could be received either in cash or in new ordinary shares, to be issued at a price set at EUR 15.96. This last option was exercised for 2,647,517 new shares for a total value of EUR 42 million, allocated to the share capital of the company for EUR 21 million and additional paid-in capital for EUR 21 million. The 2009 dividend distribution totaled EUR
179 million, of which EUR 42 million was settled in SCOR shares on 15 June 2010 and EUR 137 million was paid in cash.
issued an ordinance which requires its approval for e.g. dividend payments, for transactions above USD 100 million per transaction or aggregated over a calendar year USD 200 million. On 1 April 2010, FINMA revoked this ordinance, however subject to SSAG’s written confirmation that the company submit all transactions over USD 100 million per transaction or USD 200 million on an aggregated basis during the calendar year to FINMA for prior approval.
The Company issued, on 6 July 2000, EUR 100 million in 20-year subordinated bonds, redeemable by SCOR each quarter as from the tenth year following their issuance. These floating-rate bonds bear interest indexed on the 3-month
Euribor plus (i) 1.15% for the first ten years, and (ii) 2.15% thereafter. The Group decided not to redeem the EUR 100 million of subordinated bonds due 2020 at their first call date in July 2010.
rate notes bear interest indexed on the 6-month Euribor plus (i) 0.75% for the first fifteen years of the issue, and (ii)
Covenants applicable to the aforementioned notes: These clauses, which are binding on the issuer, allow for anticipated reimbursement in the following circumstances:  A change in legislation or tax law which would deprive the bondholders of all or part of the interest payments stipulated in the initial “operating note”.
SCOR has entered into a cross-currency swap which exchanges the principal into EUR and exchanges the coupon on the notes to 6.98% and matures on 2 August 2016.
SCOR has entered into a cross-currency swap which exchanges the principal into EUR and exchanges the coupon on the notes to 6.93% and matures on 2 August 2016. Refer to Note 8 – Derivative Instruments for Currency Swap fair values.
DEBT INSTRUMENTS ISSUED – OCEANE FINANCIAL DEBT REPAID 4 JANUARY 2010
On 21 June 2004, the Board of Directors approved the issuance of a bond represented by SCOR OCEANE bonds, as approved at the Combined Shareholders' General Meeting on 18 May 2004, and delegated to its Chairman the authority required to carry out such transactions. Issued on 2 July 2004, the nominal value of this bond issuance was
The 2009 earnings per share calculation, as presented within Note 23 – Earnings per share, incorporated the EUR 16 million increase in share capital reflecting those bonds converted during 2009. No additional amounts were included within 2009 diluted earnings per share calculation as the remaining bonds at year end were no longer considered potential ordinary shares.
They are used to finance other buildings owned by the Group.
Financial leases, including options to purchase freehold, total EUR 10 million (EUR 2 million as at 31 December 2010).
(1) The amounts presented in other financial debt include certain other Letter Of Credit charges, custodian and overdraft fees, amortization of issuance fees and other bank charges (commissions, etc).
The maturity profiles of financial debt is included in Note 26 – Insurance and financial risk.
The other reserves include an increase in provisions related to the Transamerica Re acquisition of EUR 17 million, provisions for loss making contract of EUR 8 million (2010: nil), other provisions related to employee and litigation of
EUR 6 million (2010: EUR 5 million), and provision for restructuring cost of EUR 1 million (2010: EUR 4 million).
The next section of the table shows the portion of the initial year-end net reserves that was paid (claims paid) as of the end of subsequent calendar year. Claims paid are converted to EUR at the average foreign exchange rates during the year of payment and are not revalued to the initial exchange rates at which the reserves were established. Additionally, payments include losses covered by unearned premium reserves, less DAC, in addition to those covered by the initial claims reserves.
The following tables present the consolidated ten-year loss development of our Non-Life operations on an IFRS basis and a three-year reconciliation of beginning and ending reserve balances on an IFRS basis. The IFRS loss development data is presented on an calendar year basis, as well as the reserve reconciliation data represents our allocation of incurred and paid losses and loss adjustment expenses between current and prior years on a calendar year basis.
In EUR million 2001 2002 2003 2004 2005 2006 2007 2008(1) 2009(1) 2010(1) 2011(1) Gross claims reserves & estimates -end of year (2)
Gross UPR – end of year 1,664 1,617 1,124 978 637 575 1,108 1,099 1,135 1,384 1,516
Net DAC – end of year 183 179 124 129 135 108 228 226 238 277 320
Ceded claims reserves and claims estimates as at 1 January (412) (473)
Actual Number of claims notified under non-proportional and facultative treaties (In EUR million)
The change in Life mathematical reserves for the years ended 31 December 2011 and 2010 was as follows: In EUR million 2011 2010
Its GMDB business indirectly exposes SCOR Global Life to asset risk on the variable annuity policyholders’ funds.
SCOR Global Life must pay, in the event of death, the excess of the GMDB over the account balance or the excess of the GMDB over the cash surrender value, depending on the definition of the underlying reinsurance agreements. A fall in the value of the variable annuity policies’ funds therefore leads to higher expected claims amounts. The variable annuity policyholders invest their funds in a wide variety of U.S. equity, other equity, fixed interest, money market, balanced and other funds. Hence SCOR Global Life is exposed to losses, through higher death claims, if these funds fall in value. Note that these funds are not held by SCOR Global Life. The assets remain with the originating ceding companies.
 Ratchet: After a given number of years, the GMDB is adjusted to the current account balance, if greater. Most common is a 1-year ratchet, meaning that the GMDB is adjusted annually on the policy's anniversary date.
Share of retrocessionaires contract liabilities net of collateral(2) - 201 73 3 1 (34)(1) 244
Total collateral from retrocessionaires in favor of SCOR 4 243 295 53 - 99 694
(1) To limit credit risk related to retrocessionaires, certain unrated retrocessionaires are obliged to pledge assets to the value of their maximum potential contract liability, even though the actual retrocessionaire liability to SCOR recorded in the balance sheet is lower. (2) The total collateral from retrocessionaires is related to the contract liabilities recorded in the balance sheet and also to potential losses that have not yet occurred.
These plans call for the payment of a lump sum, calculated by reference to the employee’s length of service within the
Group and the salary level at the time of departure. These plans relate primarily to employees of the French and Italian entities.
Expected return on assets at 1 January 2010 7.50% 3.00% 4.00% 7.00% 4.50%
(1) 2010: includes EUR 12.5 million profit relating to a French agreement « indemnité de Fin de Carrière », which had been cancelled in 2009.
The actual returns on plan assets were EUR 3.1 million for the year ended 31 December 2011 (2010: EUR 4.9 million and 2009: EUR 6.5 million).
Liability (gains)/losses due to experience 2 2 3 (3) - 4 (4) -
Fair value of assets as at 1 January 114 14 68 32 95 15 53 27
Fair value of assets as at 31 December 125 16 77 32 114 14 68 32
Funded or partially funded obligation as at 31 December 169 31 98 40 164 41 85 38
Funded status as at 31 December - deficit 44 15 21 8 50 26 17 7
Unfunded obligation as at 31 December 47 42 3 2 35 32 - 3
Total funded status as at 31 December – deficit 91 57 24 10 85 58 17 10
The following table summarizes the movements in accrued (prepaid) balances recorded in the consolidated balance sheets as at 31 December 2011 and 2010: In EUR million Total 2011 Europe
Actuarial (gains)/losses immediately recognized in other comprehensive income (OCI) 5 - 5 - 14 15 (4) 3 3 4 (2) 1
The share-based payment plans are described below. There have been no cancellations or modifications to any of the plans during 2011.
The terms and conditions of the stock options plan of 22 March 2011 and 1 September 2011, similar to those previously decided by SCOR (notably as regards to the presence condition), provide that the options allocated to Partners can be exercised at the earliest 4 years after the grant date, if the presence condition is met in addition to the satisfaction of certain performance conditions.
The Group also awards free shares to its employees under the following terms: Date of grant Date of vesting Number of shares originally granted
Partner employee and to the satisfaction of performance conditions for Partners.
All the allocation of the performance and free share plan of 7 March 2011, 1 September 2011 (except LTIP) and 12
The terms and conditions of the performance share plan of 1 September 2011 (LTIP), provide that after the vesting period of 6 years for beneficiaries tax resident in France (and an obligation to retain shares for a period of 2 years after the end of the vesting period) and of 8 years for beneficiaries not tax resident in France, the final acquisition of these shares will be subject to the condition of presence of 6 years for each beneficiary and to the satisfaction of performance conditions.
The fair value of the free shares corresponds to the market value adjusted taking into account the dividends and nontransferability costs, estimated using a forward acquisition/disposal method with a turnover assumption. The following table lists the characteristics used at the end of 2011, 2010 and 2009: Plan
Expected life 2 years for French residents 4 years for Non-
French residents 6 years for French residents 8 years for Non-
French residents 2 years for French residents 4 years for Non-
Changes in deferred taxes due to changes in tax rates or tax law 1 43 (2)
INCOME TAX (EXPENSE) / BENEFIT REPORTED IN EQUITY 83 5 (104)
Recognition or utilization of tax losses for which no deferred tax assets have been recognized - 5 108
In December 2010, the French Parliament enacted a new tax law regarding the taxation of the French capitalization reserve (“reserve de capitalization”, a French insurance statutory provision). As a result French insurance companies
have to pay a 10 % exit tax on the capitalization reserve position as of 31 December 2009. In return any increase or release of the capitalization reserve is no longer taken into consideration in the calculation of income taxation from 1
Actuarial gains / losses not recognized in income (5) 7 2 (14) 6 (8) (8) - (8)
Deferred tax assets and liabilities and the related expense or benefit as at and for the years ended 31 December 2011, 2010 and 2009 were generated by the following items: Balance sheet as at 31 December
Elimination of internal capital gains (3) (4) - - - - TOTAL DEFERRED TAX LIABILITIES (638) (541) (442) (103) 17 (55)
Applying the deferred tax netting methodologies in accordance with IFRS the amount of deferred tax liabilities and deferred tax assets stated in the balance sheet are as follows: BALANCE SHEET AMOUNTS AS AT 31 DECEMBER
Deferred tax assets 653 475 471 NET DEFERRED TAX ASSETS (LIABILITIES) 399 283 220
As at 31 December 2011, the operating tax losses available for carry-forward expire as follows: In EUR million
Recognition of deferred tax assets on tax losses carried forward is assessed on the availability of sufficient future taxable income and local tax rules - i.e. unlimited carry forward in France, 20 years carry forward period in the United States and 7 years carry forward period in Switzerland. In 2011, a change in the French Tax Law on tax loss carry forward resulted in the utilization of tax losses being capped to EUR 1 million plus 60 % of the remaining current year taxable result. The forecast of taxable income are based on the main assumptions described in Note 1 - Accounting principles and methods.
The result of their analysis is that SCOR expects to utilize all recognized tax loss carry forwards before expiry.
Interest income on funds withheld and contract deposit 205 217 212
Other (including cash and cash equivalents), net of other investment expenses 28 (12) 46
Change in ceded unearned premiums (1) 32 31 1 7 8 (5) - (5)
(1) Total of 2011 includes inter-segment recharges of expenses of EUR 1 million which are eliminated on consolidation (refer to Note 2 – Segment Information).
These expenses are further allocated into categories by function as follows: Acquisition and administrative expenses 292 263 251
SCOR SE 538 533 11% 13% 528 523 13% 15% 1,067 1,055 12% 14% Fully consolidated subsidiaries 3,275 2,350 64% 57% 2,887 2,599 71% 77% 6,162 4,949 67% 66%
(1) Statutory audit and certification of local and consolidated financial statements (2) Other specific audit assignment related to statutory audit. (3) Other services, rendered by the Auditors to the fully-consolidated companies and due diligence.
The Group has several business relationships with related parties. Transactions with such parties are made in the ordinary course of business and on substantially the same terms and conditions including interest rates and collateral as those prevailing at the time for comparable transactions with other parties.
The total gross cash compensation of key management personnel for 2011, 2010, and 2009 financial years is presented below: (b) Post-employment benefits
The total commitment of the Group for defined benefit retirement plans for the eligible members of the Executive
In the event that the Chairman and Chief Executive Officer is dismissed or his departure is imposed due to a change in the structure of the share capital of the Company or in the strategy of the Group, which in each case substantially affects the content of his duties or the continuation of his activities and the normal exercise of his powers within the Company, the Chairman and Chief Executive Officer will benefit from (i) a cash payment equal to the amount of fixed and variable compensations paid to him by the Group for the two financial years prior to his departure (depending on certain performance criteria determined by the Board of Directors upon recommendation of its Compensation and Nomination
In the event of a change in the structure of the share capital of the Company, if a member of the Executive Committee is dismissed (except for reason of serious or gross misconduct) or if he decides to resign, he will benefit from (i) a cash payment equal to the amount of fixed and variable compensations paid to him by the Group for the one financial year prior to his departure, (ii) a cash payment compensating him for his inability to exercise stock options granted prior to his departure date and which he would otherwise be unable to exercise due to the vesting period conditions set forth in the applicable stock option plan, in an amount to be determined by an independent expert using the “Black-Scholes” pricing model, and (iii) a cash payment compensating him for his inability to definitively acquire Ordinary Shares granted to him for free prior to his departure and which he would otherwise be unable to acquire due to the terms and conditions of the applicable free share allocation plan. The amount of this cash payment is equal to the product of the number of shares
concerned by the average value of the opening prices of the Ordinary Shares of SCOR SE in the Paris Stock exchange during the twenty trading days preceding the date of the change in the structure.
Provision of technical support in relation to risk management information technology and reinsurance services. Services are charged for annually on an arms’ length basis.
In 2011, SCOR SE granted parental guarantees to:  SCOR Life Reassurance Company (SLIRC) (Delaware);  SCOR Life Insurance Company (SLAC) (Delaware);  SCOR International Reinsurance Ireland Ltd (SIRI);  Various Group entities to guarantee their obligations towards AEGON of the in the frame of the acquisition of
General Security National Insurance Company United States 100.00 100.00 100.00 100.00 Full
SCOR Services Asia Pacific Pte Ltd Singapore 100.00 100.00 100.00 100.00 Full
SCOR Global Life Re Insurance Company of Texas United States 100.00 100.00 100.00 100.00 Full
SCOR Global Life Reinsurance International (Barbados) Ltd. Barbados 100.00 100.00 100.00 100.00 Full
SCOR Global Life Americas Reinsurance Company United States 100.00 100.00 100.00 100.00 Full
Revios US Holding Inc United States 100.00 100.00 100.00 100.00 Full
SCOR Life Reassurance Company (SLRC) United States 100.00 100.00 - - Full
SCOR Global Life US Re Insurance Company Escritório de Representação no Brasil Ltda Brasil 100.00 100.00 100.00 100.00 Full
SCOR Reinsurance Company (Asia) Ltd Hong Kong 100.00 100.00 100.00 100.00 Full
SCOR Global South Africa (Pty) Ltd South Africa 100.00 100.00 100.00 100.00 Full
SCOR Insurance (UK) Ltd United Kingdom 100.00 100.00 100.00 100.00 Full
(2) Includes letters of credits received from external retrocessionaires. (3) Represents the total amount of letter of credits granted by the Group in favor of its cedants, including those issued by banks on behalf of the Group. (4) This is the total carrying amount of financial assets pledged as collateral for liabilities or contingent liabilities, including Securities pledged, deposits received and letters of credit from retrocessionaires detailed in Note 16.
(2010: EUR 3,691 million) have been pledged to financial institutions, in order to guarantee the letters of credit granted to SCOR cedants.
Minimum payments under operating lease commitments, estimated minimum rental income amounts received by SCOR
as part of its real estate investment activities and commitments to purchase properties are included within Note 5 –
The insured losses may be covered under various different lines of business within the Property business such as fire, engineering, aviation, space, marine, energy and agricultural.
The primary consequences of these structural factors are to reduce or increase the volume of Non-Life reinsurance premiums on the market, to make the reinsurance market more competitive, and also to favour the operators who are most attentive to the specific needs of the cedants. This could lead potentially to a loss of competitive advantage for
Executive Officer and Chief Risk Officer of SCOR Global P&C. Any request for deviations from the underwriting guidelines is subject to special referral procedures at two key levels. At the first level, the request is submitted by the underwriting units to the Underwriting Management function, and where applicable, to the Legal Department. At the second level, for exposures exceeding certain thresholds or with specified characteristics, the request is submitted by the Underwriting Management function to the Group Risk Management function of SCOR SE.
The Group tracks natural catastrophe accumulation (earthquakes, wind and flood perils…) for all exposed countries worldwide. Depending on the region of the world and the peril in question, it uses a variety of techniques to evaluate and manage its total exposure. The Group quantifies this exposure in terms of a maximum commitment. It defines this maximum commitment, taking into account policy limits, as the potential maximum loss caused by a catastrophe affecting a geographic area, such as a storm, hurricane or earthquake, and occurring within a given return period. SCOR
In 2011, SCOR operationally uses the RMS modelling results format as its common framework for assessing accumulations of natural catastrophe risk, including catastrophe risk management controls (Capacity Monitoring) and provision of data to its internal capital models, and retrocession department.
(f) SCOR Global P&C faces concentration risks related to its broker business
SCOR produces its non-life business both through brokers and through direct relationships with insurance company clients. For the year ended December 31, 2011, approximately 64% of Non-Life gross premiums were produced through brokers. In 2011, SCOR had two brokers that accounted for approximately 34% of its Non-Life gross premiums.
significant reduction in the business generated through these brokers could potentially reduce premium volume and net income.
Like other reinsurance companies, SCOR may be exposed to multiple insured losses to property or to the person arising from a single occurrence, whether a natural catastrophe such as a hurricane, windstorm, flood, hail, severe winter storm, earthquake, or a man-made catastrophe such as an explosion, fire at a major industrial facility or an act of terrorism. Any such catastrophic event may generate insured losses in one or more of the Group’s lines of business.
The inherent unpredictability of these events makes forecasts and risk evaluations uncertain for any given year. As a result, SCOR’s claims experience may vary significantly from one year to the next, which can have a significant impact on its profitability, and financial position. In addition, depending on the frequency and nature of losses, the speed with which claims are made and the terms of the policies affected, it may be required to make large claim payments within a short period. SCOR may be forced to fund those obligations by liquidating investments in distressed market conditions, or by raising funds under unfavorable conditions. In particular, its most significant exposure to natural catastrophes in
The main categories of risk for life reinsurance underwritten by SCOR’s life division are biometric, behavioral and catastrophe risks as well as credit risk (see Credit Risk” below), market risks and currency risks (see Market Risk”
The potential loss relating to a severe pandemic is estimated using models. However, the limited amount of data available, combined with the generic model risk, increases the uncertainty in the results. The financial outcome of a severe pandemic could, therefore, differ considerably from that expected by the model, thus leading to a significantly higher loss than expected.
Global Life level by the Life Central Actuarial and Underwriting Department and by the Risk Management Department and, where applicable, the Finance Department. These departments are located in Charlotte, in Cologne, Paris and
Zurich. Cases which may have a significant impact on the balance sheet of the Group are additionally reviewed by the
Underwriting Department to analyze and assess the key factors underlying mortality/longevity, Long-Term Care and disability risks. The SCOR Global Life Research Centers provide recommendations for the implementation of the research results into the pricing, underwriting control and determination of exposure limits.
Biometric risks, other than pandemic risk, are diversified on a geographic and a product basis. Biometric risks are those risks which result from adverse developments in mortality, morbidity, longevity or from epidemic/pandemic claims.
Regulatory reserve requirements in various jurisdictions in which SCOR operates may be significantly higher than the reserves required under IFRS. A regulation in the U.S., commonly referred to as Regulation XXX (or Triple X) and adopted by most states as of 1 January 2000, requires a relatively high level of regulatory, or statutory, reserves that U.S.
SCOR cannot assure investors that it will be able to implement actions to mitigate the effect of increasing regulatory reserve requirements.
In the event of a very large natural catastrophe with many victims, the losses generated in Life and Non-Life could potentially accumulate, with losses on financial assets related to the potential reaction of markets (e.g., interest rates, exchange rates and equity market prices). In the same way, a major pandemic event may cause financial market turmoil or business interruptions.
Political risks, which are characterized by social and political instability in certain countries, are particularly significant in emerging markets. These risks could lead to significantly reduced business growth in the Group’s markets.
SCOR manages its exposure to catastrophes through careful business selection, limiting its exposure to certain geographic areas, monitoring the aggregation of risks per geographic area, and retroceding part of these risks to other reinsurers selected on the basis of public information on their financial strength, or to financial markets.
Fixed income investments are managed by SCOR Global Investments SE or by external managers. In all cases, investment guidelines are provided to managers and strict monitoring is carried out over the global portfolio by the respective Group entities. Whether managed internally or externally, each entity monitors, either directly or via an intermediary, the changes in value of the investment assets. In general, the tactical allocation of the global portfolio is defined by the Group Investment Committee which meets each quarter. It is chaired by the Group’s Chief Executive
Officer of SCOR Global Investments SE and other representatives of SCOR Global Investments.
The Group’s retrocession department regularly monitors its exposure to retrocessionaires by taking into account all relevant accounting balances (estimated and actual claims, premiums, reserves and deposits, pledges and security deposits).
SCOR’s Credit & Surety business does not cover either credit default swaps (CDS) or real estate loans, notably in the
SCOR’s underwriting policy is particularly prudent in this area. SCOR specifically monitors its main exposures in this sector. In addition, SCOR benefits from the expertise of its specialized cedants in terms of risk prevention, since the cedants continuously adjust their own exposure levels based on changes in the financial strength of the debtors they are insuring.
Secondly, a reduction in the value of future profits could arise from a massive unexpected lapsation of policies following a deterioration of the cedant’s financial rating or an event which has a negative effect on SCOR’s image.
Certain countries do not permit the exclusion of terrorist risks from insurance policies. Due to these regulatory constraints, the Group has actively supported the creation of insurance and reinsurance pools involving insurance and reinsurance companies as well as public authorities in order to spread the risks of terrorist activity among the members of these pools. It participates in pools created in certain countries, such as France (GAREAT), Germany (Extremus), the
The carrying amounts of the Group’s financial assets exposed to credit risk by counterparty credit quality, excluding consideration of collateral held or other credit enhancements is included in Note 6 — Insurance business investments
(for fixed income securities) and Note 16 — Contract liabilities (for the share of retrocessionaires in insurance and financial liabilities).
The table below includes the estimated maturity profiles of the Non-Life insurance liabilities based on payment patterns derived from historical data.
Non-Life insurance liabilities In EUR million 0-1 year 1-3 years 3-7 years > 7 years Total
The previous tables are based on the IFRS 7 disclosure requirements and do not represent the intention of the Group to call the debt back before maturity.
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices and macroeconomic variables. Market risk comprises three types of risk: currency risk, interest rate risk and valuation risk.
SCOR’s main non-French legal entities are located in Switzerland, the United States, the United Kingdom and Asia
Pacific. The shareholders’ equity of these entities is denominated mainly in euros, U.S. dollars, Canadian dollars or
Forward sales and purchases of currencies are included in Note 8 — Derivative instruments.
Some events, such as catastrophes, can have an impact on the matching of assets and liabilities in a currency which can generate a temporary unmatched position which is not covered by currency contracts or hedges.
Group’s portfolio. The return on the securities held also depends on changes in interest rates. Floating rate instruments expose the Group to cash flow interest risk, whereas fixed interest rate instruments expose the Group to fair value interest risk.
During periods of declining interest rates, income from investments is likely to fall due to investment of net cash flows at rates lower than those of the existing portfolio (dilutive effect of new investments). During such periods, there is therefore a risk that the Group’s return on equity objectives are not met. In addition, in these periods of declining interest rates,
On the other hand, an increase in interest rates and/or fluctuations in the capital markets could lead to a fall in the market value of fixed income securities held by SCOR. In the case of a need for cash the Group may be obliged to sell fixed income securities, possibly resulting in capital losses to the Group
SCOR analyzes the impact of a major change in interest rates on each of its portfolios and at the global level and identifies the unrealized capital loss that would result from a rise in interest rates. The instantaneous unrealized capital loss is measured for a uniform increase of 100 basis points in rates or in the event of a distortion of the structure of the yield curve. Portfolio sensitivity analysis to interest rate changes is an important risk measurement and management tool which may lead to decisions for reallocation or hedging.
 For the business written in the U.K., Scandinavia, U.S. (traditional, non-savings products), and France
(GMDB) in the event of a 100 basis point change in interest rates.
Additionally, for lines of business where there are interest sensitivities at the level of the ceding company and for which no direct information on these sensitivities is submitted to SCOR level (e.g., the bodily injury portion of automobile),
SCOR considers that the information provided by the ceding company is not necessarily representative of the evolution in interest rates. The IBNR calculations performed by SCOR using methods other than the loss ratio method do not represent a material portion of the recorded reserves and therefore the sensitivity is not considered material.
The majority of the Group’s investments are in debt securities. For investments made in equity securities, the Group’s objective is to develop and manage a high-quality diversified portfolio. The equity portfolio is regularly monitored.
In general, equity movements have no impact on the reported liabilities of the life business as the underlying policies and reinsurance contracts are typically unrelated to equity prices. For some risk premium treaties (where the underlying insurance policies are unit-linked or universal life) the sums at risk and thus the expected claims, vary with the movement of the underlying assets. However, under almost all reinsurance programs, premiums are also linked to the sums at risk such that the liability would not materially change.
U.S. market vary with the value of the underlying assets rather than the sum at risk. Thus, premiums would decrease under a decline of the equity values whereas the expected claims would increase thus leading to an increase in the liability. However, included in the reserve calculation is a prudent margin for this fluctuation. Accordingly, there is no requirement for a material change in reserves in the event of a 10% change in equity values.
SCOR conducted an analysis of the sensitivity of the impairment of equity securities, by applying the accounting policy and application rules set out in Note 20.1.6.1 (H) to theoretical future market value changes. SCOR estimates that, excluding any impairment arising to duration, a further uniform decline of 10% from 31 December 2011 market values would generate a future further impairment of equity securities of EUR 7 million (2010: with an equivalent decline, no future further impairment of equity securities; 2009: with an equivalent decline, EUR 12 million). It should be noted that this figure should not be scaled up or down as the impairment rules are not a linear function of market value. For example a scenario with a market value decline of 20% would not double the potential further equity impairment.
(2) The reduction in equity represents the estimated net asset impact independently to the amount of impairment recognized in the profit and loss account. (3) Net of tax at an estimated average rate of 27% in 2011 (28% in 2010 and 25% in 2009).
On 25 July 2008, SCOR Holding (Switzerland) executed a definitive settlement agreement in the U.S. class action complaints. On 12 December 2008, the U.S. Court issued an Order and Final Judgment approving the settlements as fair, reasonable and adequate and dismissing with prejudice all claims against the defendants in the proceedings, including those asserted against SCOR Holding (Switzerland) and certain of its former officers and directors.
A petition was submitted on 9 July 2010 and a revised petition on 1 October 2010 to the Court of Appeal of Amsterdam in the Netherlands (the “Dutch Court”), which is the only non-U.S. court likely to maintain jurisdiction for approving a binding settlement agreement pursuant to which payment of the indemnification to non-U.S. purchasers of Converium securities can be effected. The Dutch Court approved the definitive settlement agreement in the U.S. class action complaints on 17 January 2012. Subject to their right to opt out, eligible non-U.S. purchasers of Converium securities are bound to the settlement agreement pursuant to Dutch law. The Dutch Court approval is final and not subject to appeal by the eligible shareholders to a higher Dutch court. This agreement had no additional financial impact to SCOR.
commenced a sanctioning procedure against SCOR Global P&C SE Ibérica Sucursal, a branch of SCOR Global P&C, and a number of other insurance and reinsurance companies. The procedure related to alleged antitrust practices regarding the commercial conditions applied to customers in the market for decennial insurance for construction in Spain.
The CNC argued that such practices could result in an infringement of Article 1 of Law 15/2007, of 3 July 2007, on
On 18 June 2009, SCOR commenced an action before the Commercial Court of Nanterre against an insurance company with respect to the recovery of the attorney’s fees and costs arising from the Highfields Capital LTD, Highfields
Registration Document: (i) The report from the Statutory Auditors on the consolidated financial statements for the financial year ending 31
December 2009 published pages 264 to 266 of the registration document filed with the Autorité des Marchés
We have obtained assurance that the information provided in the aforementioned notes is appropriate, and that the approaches and policies described were properly applied by the Group.
 Notes 1 - “(F) intangible assets”, 3 and 4 to the consolidated financial statements describe the principles and methods used to assess the valuation of goodwill and the value of business acquired for the Life and Non-Life reinsurance portfolios. The methods used to carry out these annual impairment tests are described in note 4 to the consolidated financial statements.
We have assessed the approaches used in this impairment test, the forecasted cash flows and the assumptions made.
We have verified that the information described in note 1 - “(R) Taxes” to the consolidated financial statements is appropriate.
We have also performed the specific verification required by law in accordance with professional standards applicable in
The Report by the Chairman of the Board of Directors on the conditions for the preparation and organization of the work of the Board of Directors and on internal control procedures, pursuant to Article L. 225-37 of the French Commercial
Code, featured in Appendix B, has been the subject of a report by the SCOR statutory auditors, which is also included in
The SCOR SE’s corporate accounts for the financial periods ending 31 December 2011, 2010 and 2009, included respectively in Appendix A of this Registration Document, in appendix A of the registration document filed with the
of this Registration Document, in appendix A of the registration document filed with the Autorité des marches financiers on 8 March 2011 under the number D. 11-0103 and in appendix A of the registration document filed with the Autorité des marchés financiers on 3 March 2010 under the number D. 10-0085 with the Autorité des marches financiers.
20.3 Sources of financial information not extracted from the audited financial statements of the issuer and indication of such absence of audit
The resolution to be presented to the Annual General Meeting to approve, during the first half of 2012, the accounts for the financial year 2011, sets out the distribution of a dividend of EUR 1.10 per share for the financial year 2011.
The holders of bonds convertible and/or exchangeable into new or existing SCOR shares (OCEANEs) had the option until 22 December 2009 included to exercise their share allotment right at rate of 0.117 SCOR share for each OCEANE
Pursuant to the decision of the Ordinary Shareholders General Meeting of the Company dated 28 April 2010, in its second resolution, to distribute, for the 2009 fiscal year, a dividend of one euro (EUR 1) per share and in its third resolution to offer each shareholder the option to choose between the payment of a dividend in cash or in new shares to be set at a price equal to 90% of the volume-weighted average price quoted during the twenty trading days preceding the date of this General Shareholders’ Meeting, less the net amount of the dividend, rounded up to the nearest cent, i.e.,
EUR 15.96 per share (including EUR 7.8769723 of nominal value and EUR 8.0830277 of issuance premium, the Board of Directors acknowledged, on 28 July 2010 :  the issuance, on 15 June 2010, in consideration of the dividend, of 2,647,517 new shares of a nominal value of
According to the decision of the Extraordinary Shareholders General Meeting of the Company dated (i) 18 May 2004, in its fourth resolution, (ii) 31 May 2005 in its sixth resolution and (iii) 16 May 2006 in its fifth resolution to authorize the
Board to grant to officers and employees options to subscribe for or purchase of shares and to acknowledge, if necessary, at its first meeting following the year end of the Company, the number and amount of new shares issued during that period following the exercise of options, the Board of Directors of SCOR SE acknowledged, on 7 March 2011, the capital increase of EUR 1,155,260.40 by creation of 146,663 shares with a nominal value of EUR 7.8769723 each.
Directors of SCOR SE decided on 7 March 2011 the share capital reduction of EUR 1,155,260.40 by cancellation of 146,663 new treasury shares with a nominal value of EUR 7.8769723 each.
Board to grant to officers and employees options to subscribe for or purchase of shares and to acknowledge, if necessary, at its first meeting following the year end of the Company, the number and amount of new shares issued during that period following the exercise of options, the Board of Directors of SCOR SE acknowledged, on 7 March 2012, the capital increase of EUR 617,901.21 by creation of 78,444 shares with a nominal value of EUR 7.8769723 each.
As a result, on the date of the Registration Document, the registered share capital of SCOR SE is
EUR 1,512,842,643.14 divided into 192,058,901 shares with a par value of EUR 7.8769723 each.
Delegation of powers granted by the Extraordinary Shareholders' Meeting of [4 May]2011 19th resolution (Delegation of powers to the Board of Directors for the purpose of deciding upon the incorporation of profits, reserves or premiums into the share capital)
20th resolution (Delegation of authority granted to the Board of Directors for the purpose of deciding on the issuance of shares and/or of securities granting access to capital or giving entitlement to a debt instrument, without cancellation of preferential subscription rights)
21th resolution (Delegation of authority granted to the Board of Directors for the purpose of deciding on the issuance of shares and/or of securities granting access to capital or giving entitlement to a debt instrument, with cancellation of preferential subscription rights)
26th resolution (Delegation of authority granted to the Board of Directors for the purpose of issuing securities granting access to the Company’s share capital, with cancellation of preferential shareholder subscription rights, reserved for one category of entities, ensuring the underwriting of the Company’s equity securities)
Authorizations for share issues granted by the Extraordinary Shareholders’ Meeting of 4 May 2011 25th resolution (Authorization granted to the Board of Directors for the purpose of increasing the number of shares issued in accordance with 20th and 21th resolutions in the event of over-subscription to the share capital increase, with or without cancellation of preferential subscription rights)
29th resolution (Authority to issue shares under free share allotment plans)
Except for the delegations granted pursuant to the 26th and the 30st resolutions, which are granted for an eighteen (18)
The total amount of shares authorized at the date of the Registration Document, including the shares that could be issued in connection with the implementation (i) of stock option plans and allotment of free shares plans, (ii) equity securities and (iii) the current delegations and authorizations is EUR 146,083,091.
In the context of the above mentioned buyback program and this liquidity agreement were as follows: SCOR proceeded, between 4 May and 31 December 2011, to:  the purchase of 5,345,314 treasury shares,
On 31 December 2011, SCOR held 7,262,600 shares compared with 6,427,554 shares at 31 December 2010. The par value of these treasury shares is EUR 57,207,299.02 and their book value is EUR 120,118,236.32.
SCOR SE issued 9,521,424 warrants to UBS on 17 December 2010 (each warrant commits UBS to subscribe for two new SCOR SE shares).
Further to the drawdown, announced on July 5, 2011, by SCOR SE of EUR 75,000,000 on the contingent capital facility placed at its disposal by UBS, UBS has exercised the number of warrants required for the issuance and subscription by it of new SCOR SE shares in an aggregate amount of EUR 75,000,000 and has informed SCOR SE that it has placed the corresponding shares with investors in a private placement.
Accordingly, SCOR SE issued 4,250,962 new ordinary shares on 11 July , 2011, at an issuance price of EUR 17.643 per share (being the exercise price of the warrants). These shares were subscribed for in full by UBS, admitted to trading on the Euronext Paris regulated market immediately following their issuance and will be fully fungible with the existing
The warrants not exercised in this framework remain exercisable under the conditions described below up to the amount of the un-drawn tranche (EUR75,000,000) and until the expiry of the risk coverage period (December 31, 2013)
increased by 3 months (subject to certain extension/withholding periods notably for regulatory reasons).
The eligible worldwide natural catastrophe events under the transaction include the following:  earthquake, seaquake, earthquake shock, seismic and/or volcanic disturbance/eruption,
All subscriptions for new shares by UBS, if any, will be made at a price of 90% of the volume weighted average price of the SCOR SE shares on Euronext Paris over the three trading days preceding the exercise of the warrants. UBS is committed to subscribing for the new shares but does not intend to become a long term shareholder of SCOR SE and will resell the shares by way of private placements and/or sales on the open market. UBS does not intend to become a long term shareholder of SCOR SE, and will, as the case may be, resell the shares by way of private placements and/or sales on the open market.
Finally, for the record, the warrants agreement entered into on December 17, 2010 also provided that, subject to no drawdown having been made under the facility, if the daily volume weighted average price of the SCOR SE shares on
 Appendix A – Notes to the Corporate Financial Statements, Note 12 – Stock Options,
 Section 21.1.1 – Amount of issued capital and additional information, and
For further detail please refer to the report of the Chairman of the Board of Directors in Appendix B of the Registration
French corporate law and the Company’s bylaws provide for prior approval and control of transactions entered into between, directly or indirectly, the Company and one of its Directors, Chief Executive Officer (Directeur Général), Chief
Operating Officer (Directeur Général Délégué), any of its shareholders holding more than 10% of the registered capital or of the voting rights or, if a legal entity, the company controlling it within the meaning of article L. 233-3 of the French commercial code and, or any entity in which any of these persons is at the same time an owner, partner with unlimited liability, manager, director, member of the supervisory board or an executive officer, unless the transaction is entered into in the ordinary course of business and under normal terms and conditions.
Pursuant to article 13 of the Company’s bylaws, the Directors receive attendance fees (jetons de presence), the maximum aggregate amount of which, determined by the shareholders acting at a Shareholders’ Ordinary Annual
Chief Operating Officers (Directeurs Généraux Délégués) may not borrow money or obtain a guarantee from the
After approval of the financial statements and recognition of the existence of distributable funds consisting of the earnings for the fiscal year, less prior losses and plus, if applicable, any profit carried forward, the Shareholders’ Meeting shall distribute them as follows:  The profit available for distribution comprises the net profit for the financial year, less prior-year losses and all sums transferred to reserves pursuant to the law, plus any retained earnings;  All or part of the profit available for distribution may be transferred by the Shareholders’ Meeting to any discretionary, ordinary or extraordinary reserves or carried forward, as deemed appropriate.;  Any remaining balance shall be distributed on all the shares in proportion to their unredeemed paid-up value, it being stipulated that during a period of two years starting from the reverse split operation on the shares of the
Company, pursuant to the seventeenth resolution of the Ordinary and Extraordinary Shareholders’ Meeting of 16 May 2006, shares which have been subject to the reverse split shall be entitled to an amount ten times greater than the amount to which shares which have not been subject to the reverse split shall be entitled.
Company’s bylaws (statuts) also provide that profits available for distribution (after deduction of any amounts required to be allocated to the legal reserve) can be allocated to one or more optional or statutory reserves or distributed as dividends, as may be determined by the Shareholders’ Meeting.
The payment of dividends is decided by the Shareholders’ Meeting at which the annual accounts are approved following recommendation of the Board of Directors. If there is distributable profits (as shown on the interim balance sheet audited by the statutory auditors), the Board of Directors has the authority, subject to French law and regulations, without shareholder approval, to distribute interim dividends. Dividends are distributable to shareholders pro rata their respective holdings of Ordinary Shares. Dividends are payable to holders of Ordinary Shares outstanding on the date of the
Under French law, the Board of Directors is entitled to redeem a set number of shares as authorized by the extraordinary shareholders’ meeting to the aim of a capital reduction. In the case of such an authorization, the shares redeemed must be cancelled within one month after the end of the offer to purchase such shares from shareholders. The Company may also acquire its own shares without having to cancel them: - Redemption to the aim of allocating them to the employees or to the officers of the Company (article L. 225208 of the French commercial code); - Redemption in the context of a share buyback program (article L. 225-209 of the French commercial code).
In addition, the Shareholders’ Meeting which decides on a capital increase may reserve it for named persons or categories of persons corresponding to specific characteristics, in application of Article L. 225-138 of the French
Article 7 of SCOR SE’s bylaws (“statuts”) provides that Ordinary Shares may be held in registered or bearer form, at the option of the shareholder.
In accordance with French law concerning dematerialization (“dematerialisation”) of securities, the ownership rights of holders of the Ordinary Shares are not represented by share certificates but by book entries. Equity securities, such as the Ordinary Shares, may be held in either bearer or registered form, and a holder of equity securities may change from one form of holding to the other.
Under current French law, there is no limitation on the right of non-residents or non-French shareholders to own securities of a French reinsurance company or to exercise the voting rights attached to such securities.
Under current French foreign direct investment regulations, a notice (“déclaration administrative”) must be filed, however, with the French Ministry of the Economy in connection with (i) the acquisition by any person not residing in France or any group of non-French residents acting in concert if such acquisition results in the ownership by the acquirer(s) of more
Ordinary general meetings of shareholders are required for matters such as the election, replacement and removal of directors, the appointment of statutory auditors, the approval of the annual report prepared by the Board of Directors and of the annual accounts and the declaration of dividends. The Board of Directors is required to convene an annual ordinary general meeting of shareholders, which must be held within six months of the end of our fiscal year. This period may be extended by an order of the President of the competent French Commercial Court. the Company’s fiscal year begins on the first day of January of each calendar year and ends on the last day of December of that year.
Company’s bylaws (“statuts”), modification of shareholders’ rights, approval of mergers, increases or decreases in share capital, the creation of a new class of shares and the authorization of the issuance of securities giving access, by conversion, exchange or otherwise, to our capital. In particular, shareholder approval will be required for any and all mergers in which we are not the surviving entity or in which we are the surviving entity but in connection with which we are issuing a portion of our share capital to the shareholders of the acquired entity.
The court may be requested to appoint an agent either by shareholder(s) holding at least 5% of our share capital, or a duly authorized association of shareholders holding their Ordinary Shares in registered form for at least two years and holding together a certain percentage of our voting power (computed on the basis of a formula related to capitalization which on the basis of the Company’s outstanding share capital as of June 30, 2011, would represent approximately 1%
At least 15 days before the date set for any general meeting on first call, and at least ten days before any second call, notice of the meeting must be sent by mail to holders of Ordinary Shares who have held such Ordinary Shares in registered form for at least one month prior to the date of the notice.
For all other holders of Ordinary Shares notice of the meeting is given by publication in a journal authorized to publish legal announcements in the county in which we are registered and in the Bulletin des annonces légales obligatoires
At least 35 days prior to the date set for any ordinary or extraordinary general meeting, a preliminary written notice (“avis de réunion”), containing, among other things, the agenda for the meeting and a draft of the resolutions to be considered, must also be published in the BALO.
Attendance and exercise of voting rights at ordinary general meetings and extraordinary general meetings of shareholders are subject to certain conditions. In accordance with French law and the Company’s bylaws (“statuts”), the right to participate in Shareholders’ Meetings is subject to registration of shares in the name of the shareholder or of the approved intermediary acting on his or her behalf, by T-0 (Paris time) on the third trading day prior to the Shareholders’
Voting by mail is also allowed under French company law. Forms for voting by mail or proxy forms must be addressed to the Company, either by regular mail or, pursuant to a decision of the Board of Directors, in electronic format. Mail voting forms must be addressed to the Company within a period prior to the meeting as established by the Board of Directors.
Such period may not exceed 3 days before the meeting date. Proxy forms must be received by the Company no later than 3:00 p.m. (Paris time) on the day prior to the meeting.
Subject to the terms and conditions set forth by the legal and regulatory provisions in force, shareholders may send their proxy voting forms or remote voting forms concerning any Shareholders’ Meeting either in paper format or, if approved by the Board of Directors, by an electronic means of communication. For instructions issued by shareholders via electronic means including proxy instructions or for electronic remote voting forms, the capture and electronic signature of the shareholder may be carried out directly, if applicable, on the dedicated website set up by the Company, by any reliable identification process that safeguards the link between the signature and the form as determined by the Board of
The deadline for the return of remote voting forms and proxies shall be determined by the Board of Directors. Such deadline cannot be less than one day before the date of the Shareholders’ Meeting. However, if authorized by the
21.2.6 PROVISIONS THAT COULD DELAY, DEFER OR PREVENT A CHANGE IN CONTROL OR IN THE SHAREHOLDING OF THE COMPANY
Pursuant to Articles L. 322-4 and R. 322-11-1 of the French Insurance Code, any transaction allowing a person acting alone or in concert with other persons, as defined by Article L. 233-10 of the French Commercial Code, to acquire, to increase, to decrease or to cease holding, directly or indirectly, as defined by Article L. 233-4 of the French Commercial
Code, an equity stake in an insurance or a reinsurance company, shall be notified by such person(s) to the ACP prior to its completion when any one of the following conditions is met:  the portion of the voting rights held by such person(s) crosses upwards or downwards the thresholds of the tenth, the fifth, the third or half of the total number of voting rights of the Company; or
Pursuant to Article L. 322-4-1 of the French Code of Insurance, the ACP shall also inform the European Commission of any acquisition of a stake that may grant control of a reinsurance company to a company whose registered office is located in a State not party to the European Economic Area agreement.
French law provides that any individual or legal entity, acting alone or in concert with others, that holds, directly or indirectly, more than 5%, 10%, 15%, 20%, 25%, 30%, 33 1/3%, 50%, 66 2/3%, 90%, or 95% of the shares or the voting rights attached to the shares, or whose holding decreases below any such thresholds, must notify us within four trading days of crossing that threshold, of the number of shares and voting rights it holds. An individual or a legal entity must also notify the AMF within four trading days of crossing such threshold. Any shareholder who fails to comply with these requirements will have its voting rights in excess of such thresholds suspended for a period of two years from the date such shareholder complies with the notification requirements and may have all or part of its voting rights suspended for up to five years by the commercial court at the request of our Chairman, any of our shareholders or the AMF. In addition, every shareholder who, directly or indirectly, acting alone or in concert with others, acquires ownership of shares representing 10%, 15%, 20% or 25% of our share capital must notify us and the AMF of its intentions for the six months following such acquisition. Failure to comply with this requirement will result in the suspension of the voting rights attached to the shares exceeding the applicable threshold held by the shareholder for a period of two years from the date on which the shareholder has cured such default and, upon a decision of the commercial court, part or all the shares of such shareholder may be suspended for up to five years.
Regulations of the AMF generally require, subject to limited exemptions granted by the AMF, any individual or entity that acquires, alone or in concert with others, shares representing 30% or more than our share capital or voting rights, to initiate a public tender offer for all remaining outstanding securities of the company (including, for these purposes, all
Ordinary Shares and all securities convertible into or exchangeable for or otherwise giving access to equity securities).
Throughout the period of validity of the Registration Document, the bylaws and any other document required by law may be consulted and are freely available upon request from the registered office of the Company at 5 avenue Kléber, 75016
The document referred to in Article 222-7 of the general regulation of the AMF is incorporated in the Registration
Document and is shown in Section 28 – Published Information. The information quoted therein is available for downloading from the following sites:  Autorité des Marchés Financiers (AMF):  Bulletin des Annonces Légales Obligatoires (BALO):  SCOR:  L’info financière:
Amount remaining for the purchase of the shares (in EUR million)
SCOR Holding Switzerland AG Holding 100 % 382 1 584 42 1,927 - - -131 SCOR Switzerland AG Reinsurance 100 % 174 687 - 1,256 - 289 - Transamerica business (1) Reinsurance 100 % 1 638 27 594 - - 1 TOTAL 557 2,909 69 3,777 - 289 -130
20 September 2011 Disclosure of trading in the Company’s shares by members of the Board of Directors (Monica Mondardini)
16 September 2011 Disclosure of trading in the Company’s shares by members of the Board of Directors (Gérard Andreck)
31 August 2011 Disclosure of trading in the Company’s shares by members of the Board of Directors (Daniel Lebègue)
16 August 2011 Disclosure of trading in the Company’s shares by members of the Board of Directors (JeanClaude Seys)
16 August 2011 Disclosure of trading in the Company’s shares by members of the Board of Directors (Daniel Valot)
SCOR’s website. In addition, the following were published on the SCOR’s website: Date Subject 9 February 2012 SCOR successfully concludes the January 1, 2012 renewals: 13.9 % growth, satisfactory pricing conditions (+2 %) and expected technical profitability 3 February 2012 Number of voting rights as at 31 January 2011 - Declaration pursuant to Article L. 233-8 II of the French Commercial Code and Article 233-16 of the General Regulation of the Autorité des Marchés Financiers 16 January 2012 Half-year statement of the liquidity contract between SCOR SE and EXANE BNP Paribas - Press release 6 January 2012 Number of voting rights as at 31 December 2011 - Declaration pursuant to Article L. 233-8 II of the French Commercial Code and Article 233-16 of the General Regulation of the Autorité des Marchés Financiers 16 December 2011 2011 Actuarial Awards: SCOR supports the development of actuarial science in Europe – Press release 16 December 2011 SCOR estimates its losses from the floods in Thailand at EUR 140 million net before tax – Press release 16 December 2011 Disclosure of trading in own shares (out of the liquidity agreement) made from November 4 to 22 November 2011 16 December 2011 Disclosure of trading in own shares (out of the liquidity agreement) made on 4 October 2011 16 December 2011 Disclosure of trading in own shares (out of the liquidity agreement) made from 7 September to 29 September 2011 16 December 2011 Disclosure of trading in own shares (out of the liquidity agreement) made from August 11 to August 26, 2011 16 December 2011 Disclosure of trading in own shares (out of the liquidity agreement) made on May 18, 2011 16 December 2011 Disclosure of trading in own shares (out of the liquidity agreement) made on April 15, 2011 16 December 2011 Disclosure of trading in own shares (out of the liquidity agreement) made from 1 March to 15 March 2011 12 December 2011 SCOR further extends its Atlas VI catastrophe bond program – Press release 28 November 2011 SCOR Global Life completes its first UK Longevity Reinsurance Transaction - Press release 10 November 2011 SCOR delivers a strong performance in the 3rd quarter of 2011, with net income up 70% to EUR 188 million and premiums up 15% to over EUR 2 billion – Press release 2 November 2011 SCOR is elected “Reinsurance Company of the Year’ by Reinsurance Magazine 3 October 2011 Denis Kessler was made a Doctor Honoris Causa by HEC Montreal from the University of Montreal 3 October 2011 SCOR Global Life announces the launch of SOLEM, its new substandard risks rating tool – Press release
7 April 2011 Number of voting rights as at 31 March 2011 - Declaration pursuant to Article L. 233-8 II of the French Commercial Code and Article 233-16 of the General Regulation of the Autorité des Marchés Financiers 31 March 2011 SCOR and Nanyang Technological University establish Insurance Risk and Finance Research Centre – Press release 23 March 2011 Eric Sandrin is appointed Group General Counsel of SCOR – Press release 14 March 2011 SCOR’s preliminary view on the consequences of the Japanese natural catastrophes – Press release 8 March 2011 SCOR announces the publication of its 2010 Registration Document – Press release 8 March 2011 SCOR continues to combine growth with profitability in 2010: net income of EUR 418 million (up 13% from 2009) and premium income of EUR 6.7 billion (up 5% from 2009) – Press release
All press releases and offering circulars published on the AMF site (section 28.1) and on SCOR’s web site (section 28.3)
Euronext’s website: Date Subject 5 May 2011 Press release - 2011-2012 Share Buyback Program 3 March 2011 Declaration pursuant to Article L. 233-8 II of the French Commercial Code and Article 233-16 of the General Regulation of the Autorité des Marchés Financiers 28.5 Information published on the Info-Financières web site (www.info-financiere.fr/search.php.com)
1.1 Significant events of the year 329 1.4 Table of consolidated off-balance sheet commitments 335 1.5 Notes to the corporate financial 1.6 Certification of audit of historical financial information 359 1.7 Reconciliation from French GAAP to IFRS 361
Pursuant to Article 28 of Regulation (EC) No. 809/2004 of the European Commission, the following information is included by reference in this Registration Document: (i) The corporate financial statements for the year ended 31 December 2010 and the Auditors’ Report pertaining thereto published on pages 312 to 342 and 343 to 344, respectively, of the registration document filed with the Autorité des
(ii) The corporate financial statements for the year ended 31 December 2009 and the Auditors’ Report pertaining thereto published on pages 300 to 334 and 335 to 336, respectively, of the registration document filed with the Autorité des
 SCOR SE has entered into a cross-currency swap on the first placement which exchanges the principal into
 SCOR SE purchased a building for future completion that is located Goebenstrasse in Cologne. The purchase price at completion is EUR 37 million. The building is expected to be completed in the course of the first quarter of 2012 and Cologne hub employees are expected to move in in the first half of the year.
 On 1 July 2011, SCOR SE’s commitment to purchase SAS 5 AV. KLÉBER was exercised by OPCI SCOR
PROPERTIES, a 100% Group-held entity. SAS 5 AV. KLÉBER’s primary asset is an office building in Paris, a portion of which will be used by the Group and the remainder will be leased.
SCOR issued 4,250,962 new ordinary shares on 11 July 2011 at an issuance price of EUR 17.643 per share
 In June 2011, SCOR SE incorporated SCOR ALTERNATIVE INVESTMENTS in Luxemburg with a EUR
 During 2011, the Group re-purchased USD 33 million out of its own USD 100 million debt, at a price of 82.5%.
 SCOR SE received a EUR 50 million dividend for 2010 and a EUR 90 million prepaid dividend for 2011 from
SCOR GLOBAL LIFE SE, as well as a EUR 51 million dividend from SCOR GLOBAL P&C SE.
 The loan granted by SCOR SE to SCOR Global Life for the financing of the TRANSAMERICA acquisition is
Due and accrued interest on rental income - - - -
Internal and external investment management expenses and interest expense (97) (92)
Endorsements, sureties - 8 8 8 Letters of credit - 6 6 27
Investment securities and assets acquired with commitment for resale - - - -
Securities pledged to ceding companies - 16 16 17 Marketable securities pledged to financial institutions - 3 3 - Investments in subsidiaries and affiliates pledged to financial institutions - - - - Mortgages - - - - Other guarantees given to financial institutions - - - - Contract termination indemnities - 8 8 8 Foreign currency forward sales 111 369 480 325 Property leases - - - -
Order of 28 July 1995, for which the application has been extended to include reinsurance companies. The income statement was split between the Non-Life underwriting statement, the Life underwriting statement and the nonunderwriting statement. In addition to reinsurance operations, the underwriting accounts include general expenses and income from investments relating to reinsurance activities. Income from invested shareholders’ equity is recorded in the non-underwriting account.
Reinsurance and forecasts of future profits for Non-Life Reinsurance, net of tax. It does not include the value of future business for Life companies.
At each balance sheet date, if the carrying value of an investment in associate is less than its historical cost, an analysis is conducted in order to determine if impairment is required. The assumptions and conclusions of this analysis, conducted as at 31 December 2011, are detailed in Section 2.1.
Equity securities and other variable-income securities are recorded at cost, excluding expenses. The realizable value as at the balance sheet date is determined according to article R.332-20 of the French Insurance Code, and for listed securities, corresponds to the share price on the balance sheet date. For unlisted securities; the fair value is based on net assets.
When the realizable value is more than 30% below the initial cost for more than six consecutive months, a detailed lineby -line analysis is performed to determine whether the impairment is permanent. In accordance with the Notice of 18 December 2002 (amended on 15 December 2008) issued by the Emergency Committee of the French National
R. 332-19 of the French Insurance Code, the difference between cost and redeemable par value is amortized to income over the remaining period until maturity using the effective interest rate method.
Upon disposal, any realized gain or loss is allocated to the capitalization reserve.
A liquidity risk reserve is recorded for the possible need to liquidate assets in order to make immediate payment on major claims. This reserve is included in underwriting reserves and is recorded when the total net book value of assets, excluding bonds and other fixed income securities (investments valued according to article R. 332-19 of the French
Insurance Code), exceeds their fair value. The fair value corresponds to the market price for listed shares, the net asset value for unlisted shares and the net realizable value for investments in subsidiaries as described in Section 2.1.
Based on the calculations performed, no such reserve was required or recorded in the financial statements for 2010 and 1.3 CURRENT PROPERTY, PLANT AND EQUIPMENT
The Company records all liabilities relating to employee benefits on its balance sheet.
 End retirement indemnities: employees benefit from additional retirement benefits paid in full upon retirement.
 Senior management pension obligations (Article 39): The valuation of the reserve for senior management pension obligations is based on the following actuarial assumptions: - Discount rate: 4.25%, defined with respect to high quality long term corporate bonds (rated AA) with duration in line with the duration of the obligations evaluated.
In Opinion n° 2008-17 dated 6 November 2008 relating to the accounting of stock option and share purchase and underwriting plans and free share allotment plans, the CNC redefined the accounting of such benefits granted to employees and the accounting for impairment of treasury shares held for such plans. In the event of the delivery of already existing shares, the expense should be recognized over the vesting period if the attribution of shares is based on the employee remaining with the company over the vesting period. As such, at each period end, a provision for risk is recorded for the pro rata of the estimated cost (calculated as the difference between the cost to acquire the shares and nil value) to which the pro rata of the expired period, from date of attribution, to the entire vesting period is applied.
Cash deposits received from retrocessionaires are shown in liabilities on the balance sheet.
Finite reinsurance: Finite reinsurance treaties, as defined under article L310-1-1 of the French Insurance Code, have to be accounted for under provisions of opinion 2009-12 dated 1 October 2009 issued by the CNC (French accounting standard setter).
Company are recorded in their original currency. For purposes of financial statement presentation, balance sheet amounts are converted into Euro using the end of period exchange rates or the rate of the closest date immediately prior to the end of the period.
At each balance sheet date, items in foreign currencies are converted into Euro by allocating the underlying transactions as follows:  Transactions relating to assets and liabilities generating a “structural” foreign currency position primarily investments in subsidiaries and related impairments;  Other transactions generating an “operational” foreign currency position.
Interest differences relating to forward contracts are depreciated to interest expense or income over the effective life of the hedged operation.
Commitments given and received recorded at the balance sheet date reflect the nominal amount of open transactions.
Any unrealized loss positions on swaps are recorded in the financial statements.
The loan granted by SCOR SE to SCOR Global Life for the financing of the TRANSAMERICA acquisition is EUR
 Analysis performed for other equity investments did not result in impairment provisions
As at 31 December 2011, loans and advances granted by SCOR SE to its subsidiaries totaled EUR 871 million
(including EUR 708 million to SCOR Global Life SE, EUR 94 million to SCOR AUBER SA and EUR 49 million to GIE
Informatique) compared to EUR 161 million as at 31 December 2010 (including EUR 123 million to SCOR Global Life SE,
EUR 3 million to SCOR AUBER SA and EUR 35 million to GIE Informatique).
(1) Data based on IFRS accounts. (2) SCOR guarantees in full, without limits as to amounts, the underwriting liabilities of its subsidiaries pertaining in particular to their obligations relative to the payment of claims. In return, SCOR GLOBAL P&C SE and SCOR GLOBAL LIFE SE guarantee, on behalf and for the benefit of SCOR SE, the full and prompt performance of all of SCOR SE's payment obligations under all insurance, reinsurance and financial contracts entered into by SCOR SE. (*) OC: Original Currency
Cash deposits with ceding companies - - - - 19 - - 19
Share of retrocessionaires in underwriting reserves 4 - - 4 5 - - 5
Accounts receivable from reinsurance transactions 61 - 7 68 71 - 15 86
Accrued income and deferred charges 1,551 - 47 1,598 1,687 - 154 1,841
Liabilities arising from reinsurance operations 54 - 2 56 6 - 1 7
The list of material related-party transactions required by French accounting standard CRC 2010-06 issued on 7
October 2010 is not applicable to SCOR SE as all related-party transactions are with 100%-owned entities.
Long-term financial debt includes: (a) Other capital base:  EUR 50 million in Perpetual Step-Up subordinated notes issued on 23 March 1999. These notes are callable after 15 years, and at five-yearly intervals thereafter. The floating-rate notes bear interest based on the 6month Euribor plus (i) 0.75% for the first fifteen years of the issue, and (ii) 1.75% thereafter.
February and 3 June 2011. The notes are redeemable by SCOR each quarter as at payment of interests date as from 2 August 2016 with a first call date of 2 August 2016. The coupon has been set to 5.375% (until 2
August 2016) and 3-month CHF LIBOR plus a margin of 3.7359% thereafter.
 Loans granted to SCOR by its subsidiaries, mainly SCOR Global P&C SE (see section 2.3).
The maturity of debt at 31 December 2011 is as follows: In EUR million Less than 1 year 1-5 years +5 years Total
(1) Mainly related to loan of subsidiaries described in Note 2.3.
The maturity of investments, debt, other than financial debt, and receivables is less than one year.
 The gain for 2010, i.e., EUR 204 million, combined with a portion of retained earnings (EUR 10 million), was allocated to other reserves for EUR 11 million and to dividends for EUR 201 million.
 The issuance of shares relating to the exercise of options through 31 December 2011 for a total of EUR 2 million were allocated to the share capital of the Company for EUR 1 million and to additional paid-in capital for EUR 1 million. The exercise of options resulted in the creation of 121,603 shares.
July 2011 was allocated to the share capital of the Company for EUR 33.5 million and to additional paid-in capital for EUR 41.5 million.
8.1 BREAKDOWN OF PREMIUMS BY GEOGRAPHIC REGION (COUNTRY WHERE CEDANT IS
In EUR million Prior years 2010 Total Prior years 2011 Total 8.3 CHANGE IN COMMISSIONS
In 2010, sales of GSNIC to SCOR US CORPORATION and of SCOR REINSURANCE ASIA PACIFIC to SCOR
Results from transactions involving financial instruments (rate swaps, interest-rate options, real estate swap) were posted to financial income in the net amount of EUR (0.5) million in 2011 compared to EUR 0.5 million in 2010.
Currency gains were EUR 15.1 million in 2011 compared to a loss of EUR (13.9) million in 2010.
NOTE 10 - ANALYSIS OF GENERAL EXPENSES BY KIND AND NON
It breaks down into extraordinary income by EUR 11.0 million and extraordinary expenses by EUR (4.8) million.
SCOR SE, as a stand-alone company, has a tax loss carry-forward. The corporate tax gain of EUR 9 million relates to:  the contribution of subsidiaries that are consolidated for tax purposes by EUR 6.6 million.
In addition, on 3 January 2007, the company carried out a reverse stock split of shares comprising the capital of SCOR
SE with the exchange of one new share with a par value of EUR 7.8769723 for 10 old shares with a nominal value of
Amount distributed under the collective incentive plan 1,540 979 - - -
The amount of 2011 profit-sharing payouts have been estimated in the accounts and set aside for EUR 913,051.
NET MATCHING PAYMENTS 381 326 193 235 300 (*) Paid out in the financial year for the previous financial year 13.3 INDIVIDUAL RIGHT TO TRAINING
The number of hours accrued by the employees of SCOR SE was 13,717 on 31 December 2011.
The following table presents the gross cash compensation paid in 2010 and 2011 to the Group Chairman & CEO: Chairman and CEO
The CEO benefits from a company car (and a shared driver).
Total pension benefits commitments relating to the corporate officer (“mandataire social”) amount to EUR 14.3 million.
Confirmed credits, letters of credit and guarantees given (note 15.1.2) 664 597 44 25
Other commitments given and received (note 15.1.3) 8 8 16 25 15.1 COMMITMENTS RECEIVED AND GIVEN IN THE ORDINARY COURSE OF BUSINESS
The commitments received in terms of capacity to issue letters of credit amounted to EUR 597 million, corresponding mainly to contracts signed with the banks:  BNP Paribas: USD 136 million (EUR 104 million),
In consideration of its commitments relating to technical reserves, SCOR SE has granted letters of credit in the amount of USD 7 million (EUR 6 million) to cedants compared to EUR 597 million in letter of credit capacity received from banks.
On July 25, 2008, SCOR Holding (Switzerland) executed a definitive settlement agreement in the U.S. class action complaints. On 12 December 2008, the U.S. Court issued an Order and Final Judgment approving the settlements as fair, reasonable and adequate and dismissing with prejudice all claims against the defendants in the proceedings, including those asserted against SCOR Holding (Switzerland) and certain of its former officers and directors.
Amsterdam in the Netherlands (the “Dutch Court”), which is the only non-U.S. court likely to maintain jurisdiction for approving a binding settlement agreement pursuant to which payment of the indemnification to the shareholders not residing in the U.S. can be effected. The Dutch Court approved the definitive settlement agreement in the U.S. class action complaints on 17 January 2012. Subject to their right to opt out, eligible non-U.S. purchasers of Converium securities are bound to the settlement agreement pursuant to Dutch law. The Dutch Court approval is final and not subject to appeal by the eligible shareholders to a higher Dutch court.
In Europe: On 29 January 2008, the Spanish competition authority (Comisión Nacional de la Competencia, or the “CNC”)
Spain. The CNC argued that such practices could result in an infringement of Article 1 of Law 15/2007, of July 3, 2007, on Competition (the “Competition Act”) which prohibits agreements and concerted practices that may have as an object or effect the restriction of competition in the market).
Pursuant to such decision, SCOR was required to pay a fine of EUR 18.6 million. Other insurers and reinsurers were also fined in relation to the same matter. SCOR filed an appeal on 21 December 2009. SCOR intends to challenge the decision of Council of the CNC, including substance of the litigation and calculation of the fine.
SCOR is confident in the success of this appeal with regards to the merits of its argument, upon the calculation of the reinsurance prices as well as upon the excessive amount of the fine.
We believe that the evidence we have gathered in order to form our opinion is adequate and relevant.
Accounting estimations used in the preparation of the Financial Statements for the year ended 31 December 2011 have been performed in an uncertain environment, related to the financial crisis in the Euro zone, accompanied by a liquidity and an economic crisis, which make difficult the comprehension of economic outlook. In this context, in accordance with the requirements of Article L. 823-9 of the French Commercial Code (Code de Commerce), we have performed our own assessments that we bring to your attention on the following matters:  As stated in notes 1.7 and 1.9 to the annual financial statements, the technical accounts specific to reinsurance are estimated on the basis of reinsurance commitments or on statistical and actuarial bases, particularly the technical estimates accounted for under receivable from reinsurance transactions, gross and ceded technical reserves, and deferred acquisition costs. The methods used to calculate these estimates are described in the Notes to the annual financial statements.
 Notes 6 and 17 to the annual financial statements describe the uncertainties relating to the potential litigation encountered by the company.
report and in the documents to the shareholders with respect to the financial position and the financial statements;  the fair presentation of the information given in the directors' report in respect of remunerations and benefits granted to the relevant directors and any other commitments made in their favor in connection with, or subsequent to, their appointment, termination or change in current function.
APPENDIX B: REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS ON THE TERMS AND CONDITIONS FOR PREPARING AND ORGANISING THE WORK OF THE BOARD OF DIRECTORS AND ON INTERNAL CONTROL AND RISK MANAGEMENT PROCEDURES IN ACCORDANCE WITH ARTICLE L. 225-37 OF THE FRENCH COMMERCIAL CODE
In accordance with the provisions of article L.225-37 of the French Commercial Code, this report serves to set forth the composition of the Board of Directors, terms and conditions for the preparation and organization of the work of the
Company’s Board of Director’s, in addition to the internal control and risk management procedures that have been implemented by the Company.
It has been incorporated in the 2011 Registration Document of SCOR SE (“SCOR”) which is available on the
As of the date of the Reference Document the Board of Directors is composed of 12 Directors: Denis Kessler, Chairman of the Board, Gérard Andreck, Peter Eckert, Charles Gave, Daniel Lebègue, Monica Mondardini, Luc Rougé, Guillaume
Directors was conducted in 2011. M. Daniel Valot, an independent Director, sent a questionnaire to the Directors in
December 2011 regarding the composition of the Board and its Committees as well as their organization and their functioning.
 The answers highlight the smooth functioning of the Committees, particularly the Audit Committee. The roles are well shared out among the Directors and the Management.
 The Directors’ fees for the Board members and Committee members are appropriate.
January 2017, 20% and 40% of Board Members, respectively, must be women ; and
For historical reasons, the mandates of the entire Directors ended at the Shareholders’ meeting held on 4 May 2011. In these circumstances, the Board of Directors chose a staggered renewal looking forward.. Mandates of 6, 4 and 2 years have been proposed to the vote of the Shareholders’ meeting of 4 May 2011, in order to comply with the AFEP-MEDEF
At least five days before any meeting of the Board of Directors, the Chairman and Chief Executive Officer is required to submit a file to the Directors including all information that will allow them to participate in the discussions listed on the agenda, and notably any useful information upon the financial situation, the treasury situation and the liabilities of the
SCOR represents a significant share of the turnover. A significant share is a contribution to the turnover equal to the lesser of the following two amounts: more than 2% of SCOR’s consolidated turnover, or an amount greater than EUR 100 million; 5. must not have a close family relationship with one of the Company’s officers; 6. must not have been an auditor for the Group within the last five years; 7. must not have been one of SCOR’s Directors for a period exceeding twelve years; and 8. must not represent a shareholder of the Company owning more than 5% of the share capital or voting rights.
Charles Gave (1) Yes Yes Yes Yes Yes Yes Yes Yes Yes
Guylaine Saucier (1) Yes Yes Yes Yes Yes Yes Yes Yes Yes
Moreover, the Board of Directors on 4 November 2010 defined into the Internal Charter the Lead Independent Director role (the "Lead Independent Director"). The Lead Independent Director is appointed amongst the independent Directors by the Board of Directors upon proposal by the Compensation and Nomination Committee. He assists the Chairman and CEO in his duties, notably for the organization and functioning of the Board and its Committees and the monitoring of the corporate governance and internal control.
First and foremost, the Internal Charter sets out the legal and regulatory provisions requiring confidentiality with regard to privileged information of which Directors could have knowledge while performing their functions.
Each Director has a loyalty obligation to the Company. He or she shall not act in his or her own interest, against
The Board of Directors decided, in order to protect the corporate interests, to implement an internal control program to prevent risks of conflict of interest: 1. through a quarterly review by the Audit Committee of related party transactions, on which a report will be issued prior to examination by the Board of Directors; 2. through an annual review of each Director’s situation, in order to analyze his or her independent status and potential existing conflicts of interests; 3. through the reinforcement of its Internal Charter, according to which any Director in a situation of conflict of interests undertake to resign from his or her position if the conflict situation is not solved; 4. through the adoption of a Code of Conduct that was communicated to all employees in 2010 and to all new hired employee. This code establishes reinforced requirements as regards the prevention of situations with risks of conflict of interests, and specifies the alert procedures (“whistleblowing”), which are reported to the
(1) Directors whose appointment ended on 4 May 2011 (2) Directors appointed by the Annual General meeting on 4 May, 2011 (3) Representing Malakoff Médéric Group, Director
The Committee’s mission is to study the development strategies and to examine any acquisition or disposal plan concerning an amount in excess of EUR 100 million.
The Chairman of the Committee may hear any employee or officer likely to provide relevant information for a clear understanding of a given point; the presence and information provided by this individual being limited to the relevant items on the agenda. The Chairman of the Strategic Committee must exclude the non-independent members of the
In 2011, the Strategic Committee met on three occasions : Its work dealt with the whole strategy of the Group and in particular, the review of acquisition plans.
The average attendance rate of the Committee Members was 87 %. The following table states the attendance rates of the members of the Strategic Committee in 2011: Board members Attendance rate (%)
(1) Directors whose appointment ended on 4 May 2011 (2) Directors appointed by the Annual General meeting on 4 May, 2011 (3) Representing Malakoff Médéric Group, Director 2. The Audit Committee
Valot (the “Audit Committee”). Each of its members is independent. According to its Internal Charter, the Committee comprises between three and five members appointed by the Board of Directors of the Company and selected among the voting and non-voting members of the Board of Directors and, in compliance with the AFEP and MEDEF corporate governance code of listed corporations, it is composed of a majority of independent Directors. The term of their mandates coincides with their term of office on the Board of Directors.
The Audit Committee has adopted an Internal Charter, setting forth two imperative missions:  Accounting mission, including the analysis of periodic financial statements, the review of the relevance of choices and correct application of accounting standard, the review of the accounting treatment of any material transaction, review of the scope of consolidation, review of off-balance sheet commitments, control of the selection and remuneration of statutory auditors, oversight of any accounting and financial reporting documents before they are made public;  Ethical and internal control responsibilities. In this context, the Audit Committee is responsible for ensuring that internal procedures relating to the collection and auditing of data, guarantee the quality and reliability of the
The Committee may consult the Chief Financial and Accounting Officer, the Chief Internal Auditor and external auditors on these issues. During the financial year 2010, it met with the auditors, the Group Chief Financial Officer (during the review of the financial statements) and the Chief of Internal Audit. The review of the financial statements has been accompanied with a presentation made by the auditors underlying the major results of their works, as well as with a presentation made by SCOR’s Chief Financial Officer describing the risks exposure and its material off-balance sheets liabilities.
Group’s assets, strategy plan, embedded value, impact of the litigations upon the financial statements, annual review of the work of the Audit Committees of Group subsidiaries, annual review of the Group Policies and Group Guidelines.
The Internal Charter of the Audit Committee, was approved by the Board of Directors on 18 March 2005 and modified by the Board of Directors on 4 November 2010.
(1) Director whose appointment ended on 4 May 2011 (2) Directors appointed by the Annual General meeting on 4 May, 2011 (3) Member of the Audit Committee since 4 May 2011 3. The Risk Committee
The Committee is responsible for highlighting the main risks to which the Company is exposed, regarding both assets and liabilities and for ensuring that the means put in place to monitor and manage those risks have been effectively implemented. It examines SCOR’s risks and its Enterprise Risk Management (ERM) policy.
The Committee met five times in 2011, primarily to discuss the following matters: analysis of the main exposures of the
(1) Director whose appointment ended on 4 May 2011 (2) Directors appointed by the Annual General meeting on 4 May, 2011 (3) Representing Malakoff Médéric Group, Director 4. The Compensation and Nomination Committee
Courcel (Non-Voting Member), Charles Gave, Guylaine Saucier and Daniel Valot (the “Compensation and Nomination
The average attendance rate of the Committee Members was 80%. The following chart states the attendance of the members of the Compensation and Nomination Committee in 2011: Board members Attendance rate (%)
Committee are Board members outside of the Company (neither Managing Directors, nor employees), 4 out of 5 members are independent, and that the meetings of outside Board members provided by the AFEP MEDEF code on corporate governance would duplicate with the mandates assigned to the Compensation and Remuneration Committee, during 2011, the outside Board members did not find it necessary to organize such a meeting.
Every year, the conditions of remuneration for corporate officers and Directors are made public through the documents released for the Annual General Shareholders’ Meeting. The General Shareholders’ Meeting that took place on 28 April 2010 set the Directors' fees envelop at a maximum of EUR 960,000 per year. This limit has not been changed since this date. Within the limits of this amount and upon the submission of the Compensation and Nomination Committee, the
Board of Directors fixed the conditions of the allotment, in order to encourage the attendance of the Directors. It was thus decided to award the Directors' fees, payable to each voting or non-voting Director as a fixed part, equal to EUR
Certain Directors or the Non-Voting Director of SCOR are also members of the Boards of Directors for the Group’s subsidiary companies and as a result of this, received Directors’ fees in 2011.
(1) The non-voting Directors does not receive any Directors fees for the Strategic Committee
For 2011, the variable compensation of the Chairman and Chief Executive Officer has been determined according to the following criteria:  financial criteria: Return on Equity (RoE) achieved by SCOR.
determined on the basis of the variable compensation for year n-1 and prorated on the basis of the departure date for the current year n, and (ii) paid as soon as the Company’s financial statements for year n-1 are settled by the Board of Directors.
In the event that the Chairman and Chief Executive Officer is dismissed or his departure is imposed due to a change in the structure of the share capital of the Company or in the strategy of the Group which in each case substantially affects the content of his duties or the continuation of his activities and the normal exercise of his powers within the Company, the Chairman and Chief Executive Officer will benefit from:  a cash payment equal to the amount of fixed and variable compensations paid to him by the Group for the two financial years prior to his departure. This payment is subject to the satisfaction of the performance criteria as defined below for at least one out of the three years preceding the date of departure of Chairman and Chief
 a cash payment compensating him for his inability to exercise stock options granted prior to his departure date and which he would otherwise be unable to exercise due to the vesting period conditions set forth in the applicable stock option plan, in an amount to be determined by an independent expert using the "Black-
Directors, during which these decisions were made. This information is released each year when the Registration
Committee of 7 March 2011, decided to allot 125,000 performance shares to the Chairman and Chief Executive Officer.
Committee of 7 March 2011. The exercise of these subscription options is subject to the satisfaction of the same performance conditions as those of the performance shares. The Chairman and Chief Executive Officer shall retain 10%
Incentive Plan (the “LTIP) to the Chairman and Chief Executive Officer. The granting will be effective at the end of a vesting period of six years and subject to the satisfaction of performance conditions as defined by the Compensation and Nomination Committee (for the description of the performance conditions, see Section 17.3.2, Share Allocations
Plans - refer to paragraph “1 September 2011 Long Term Incentive Plan”) Such granting is also submitted to a nontransferability period of two years at the end of which the shares will be available and be freely assigned. The Chairman and Chief Executive Officer shall retain 10% of these shares in the registered form until he ceases to hold his duties of corporate officer. He shall also acquire on the market un number of shares equal to 5% of the shares freely assigned to him, as soon as these free shares become transferable.
Executive Officer of the Company, in an amount equivalent to three years of fixed and variable compensation; the insurance will be obtained by the Company.
As the Company representative, the Chairman and Chief Executive Officer is granted with a company car with a driver.
The Company is currently re-negotiating this contract and it is specified that the Chairman and Chief Executive
Chairman and Chief Executive Officer will benefit from any policy that may replace the existing one.
Because of the international activity of the Group, and to ensure a Group wide coherent approach for managing risks and operating the internal control system, the Group uses the COSO 2 framework “Enterprise Risk Management –
The four general objectives sought through the application of this framework are: (1) to ensure that strategic objectives are properly implemented in the Group,
Monitoring of the internal control procedures falls under the remit of the Group General Management. Since September 2009 SCOR’s ERM is rated “strong” by Standard & Poor’s.
With effect of 25 August 2011, SCOR acquired the mortality portfolio, including the operational assets and personnel, of
The Group is organized around two main reinsurance business activities and one asset-management activity:  property and casualty reinsurance operating activities are managed by the division SCOR Global P&C. These activities include the following segments: property and casualty treaties, Business Solutions (facultative), Jointventures and Partnership, Specialties. This division hosts functional departments,
 life reinsurance operating activities are managed by the division SCOR Global Life. This division hosts functional departments,
 SCOR Global Investments SE one hand, regulated by the “Autorité des Marchés Financiers” (AMF) and fully operational since 2009, is the company managing SCOR’s assets. On the other hand, SCOR Alternative
Investments SA, regulated by the “Commission de Surveillance du Secteur Financier” (CCSF) in Luxemburg since the 8 July 2011, manages the Atropos fund launched the 31st August 2011.
The Group SCOR consists of the parent company SCOR SE, a European company having its registered office in Paris, avenue Kléber (France). Beyond its responsibilities of a parent company, the Company has operational responsibilities for cash management and for the retrocession of the Group’s operating entities and functional responsibilities.
Following several acquisitions, in particular in 2006 and 2007, the Group has set up a functional organization structured around six regional management platforms, or Hubs”: Paris, Zurich, London and Cologne for Europe, Singapore for Asia and for the Americas’ hub, New York and Charlotte (since August 2011 for the life reinsurance business). Each subsidiary, branch, and representation office has a functional link to a given Hub. Each Hub includes the following functions: a Legal and Compliance Officer, a Head of Information Systems, a Head of Finance, a Head of Human
Directors, following a recommendation made by the Compensation and Nomination Committee, has decided to appoint independent directors of SCOR in each council of the principal foreign subsidiaries;  SCOR’s Executive Committee (the “COMEX”) is chaired by the Chairman and Chief Executive Officer of the
Company. The COMEX defines the procedures for implementing the strategy decided by the Company’s
COMEX members and of two additional voting members, the Group Deputy Chief Risk Officer and the Group
Hub risk managers are involved in these tasks at a local level. Compliance to local regulations and constraints is ensured by Hub compliance officers.
In 2011, SCOR has established an “Internal Control System Competence Center” (ICS-CC) which reports to the Group
Risk Management Department. Core objective of this competence center is to bundle the ICS knowledge in order to foster a consistent group wide ICS approach and application of ICS standards. The ICS-CC consists of experts, who are dedicated to the coordination of the internal control activities formalization within SCOR, SCOR Global P&C and
SCOR Global Life and support the relevant business process owners if necessary.
Board Risk Committee of the Company. The policy sets out the reference framework and details the Group principles, the responsibilities of the different participants in internal control and the quality requirements. The principal characteristics of the internal control cycle are as follows:  a risk-based approach, i.e. addressing risks which, if not controlled, could exceed the risk tolerance limits defined by the Group (critical risks). The optimal risk response is obtained through appropriately designed key controls at company level, IT level and process level,
 through its periodic missions the Group Internal Audit Department assesses the internal control system and its roll-out in accordance with its risk-based audit planning. An insufficient level of maturity requires an action plan to be established.
Group business standards and practices are governed by Group Policies established in a uniform format, by the operational divisions (SGP&C, SGL, SGI) and support functions (Finance, Risks, Operations). Policies are approved by the Group COMEX and are annually submitted for approval to the Audit Committee and to the Board of Directors of the
 The number of new sanctions / embargoes regulations issued by the United Nations, the European Union, the
United States, the United Kingdom and many other states have increased substantially in the past year and have been subject to frequent changes. Thus, awareness raising and vigilant adherence to sanctions regulations and its frequent changes became a high priority and a number of measures were taken in order to minimize the compliance risk. A Group Guidelines on Sanctions and Embargoes are published and rolled out in order to have group-wide standards on sanctions and embargoes requirements. Regular updates on key sanctions and embargoes regimes were published and made available to underwriters, claims and accounting staff and the topic was also addressed in training initiatives for underwriters and others.
 The Group Guidelines on Trading in SCOR and other Public Securities were updated In line with a recently published guide issued by the “Autorité des Marchés Financiers” aimed at preventing insider misconduct by senior executives of listed companies. Amongst others a new blackout period of 30 days before the publication of annual and half-yearly financial results was introduced during which trading in SCOR securities by employees is prohibited.
 As part of SCOR’s commitment to conduct its business activities in in line with applicable laws, its Values and
 To embed the latest Group Compliance Policies and other legal & compliance requirements as per latest developments into the organization, training sessions targeted for underwriters, claims and accounting staff were also held.
Code describes the expected behavior that each employee must apply to decision making and business activities.
(SMV1.0) covering the years 2010 to 2013 has been updated and publicly presented on the 7 September 2011 following the acquisition of Transamerica Re and the sale of IIC, our U.S. equity indexed annuity business. The updated strategic plan reaffirms the three objectives set out in the initial version of the plan SMV1.0, i.e., the optimization of the Group’s risk profile, a “AA” level of financial security and a profitability target of 1,000 basis points above the risk free-rate over the cycle. “For the new initiatives set in the initial plan, SCOR has reinforced its ERM through the development of specific indicators reported on a quarterly basis to the Group Risk Committee and the Board Risk Committee of the
Company in order to enable them to benefit from an overall overview of the development of these initiatives.
Several processes for identifying and assessing risks have been implemented to approach risk from different angles and to deal with them in an exhaustive manner. These include:  A Risk Enquiry process: the methodology of this process is based on a large number of interviews carried out by members of the risk functions of SCOR Global P&C and SCOR Global Life with members of the COMEX, other senior managers and subject matter experts. The risks identified during the interviews are analyzed and grouped into three different categories according to their importance, with mention, if need be, of the action underway or to be recommended. This complete review is carried out once a year.
liquidity, rating). These risks are detailed in the part 4 – Risk Factors of the 2011 Reference Document. This report does not detail these risks, but aims at summarizing the principal activities and participants of Risk Control for the following important areas.
For SCOR Global P&C:  most of the business underwritten is renewed on agreed dates. This situation enables SCOR to establish annual underwriting plans, both qualitative (description of the environment) and quantitative (activity budget).
These plans are approved by the COMEX. ;  a quarterly review of technical results is performed by sector (P&C Treaties, Specialties, Business Solutions)
(thresholds and/or conditions defined in a procedure or specific guidelines) by the Group Risk Management
Department;  concerning claims management, the definition of a global claims and commutations management policy for all
Europe, North America, Asia/Pacific, Middle East, Others) and by line of business;  underwriting and pricing guidelines, defined by SCOR Global Life, specify the underwriting capacities delegated to each entity, as well as the underwriting rules and principles to be complied with. They follow update and approval processes as well as a formalism;  business opportunities going beyond the stipulations of the guidelines thus defined are subject to special referral procedures at two key levels: (1) by the Central Actuarial & Underwriting Department and where applicable the Risk Management Department and the Finance Department of SCOR Global Life, and (2) for cases which may have a significant impact on the balance sheet (thresholds and/or conditions defined in a procedure or specific guidelines) by the Group Risk Management Department;  claims exceeding a predefined threshold are reviewed by the Central Actuarial & Underwriting Department of
SCOR Global Life;  for SCOR Global Life, scenarios are established in conjunction with the Risk Management Department of
SCOR Global Life in order to define the need for retrocession coverage;  risks specific to the administration of contracts are subject to controls performed at the level of the subsidiaries and branches. SCOR’s Group Information System includes multiple automatic controls and additional control tools;  the Group Chief Actuary gives his opinion on the reserves adequacy with regards to products or portfolios whose estimation is particularly difficult to assess. The scope under the review of the Group Actuarial
Department, where the Group Chief Actuary gives his opinion on the adequacy of the reviewed booked reserves.
Principles defines the Group’s governance in terms of asset management and the Manual of Group
with a regular reporting used for the monitoring of the portfolios. SCOR GLOBAL INVESTMENT controls the consistency and the completeness of the data used for the valuation of the assets ;
 the investment portfolios managed by external service providers are reviewed during quarterly investment committees, attended by the external fund managers, the Senior Managers of the subsidiary in question and representatives of SCOR Global Investments;  the information systems used by SCOR Global Investments monitor transactions on publicly traded securities
Information System Department to deal with all issues of information system security. Periodic audits of information security applications and procedures are conducted. Since several years, SCOR has been improving its control procedures by basing them on the COBIT guidelines (Control objectives for information and technology) to cover the risks, listed in the 12 major processes of COBIT, relating to the development of programs, changes in programs, operation and access to data programs. An IT contingency plan has been established, including an emergency and back-up center located outside of SCOR’s head office and covers all
Group entities;  the budgetary control system for general expenses is organized and managed by the Group Cost Control &
 Financial communication: The establishment and centralization of all financial information - particularly press releases, intended for the market, investors, financial analysts, and the press - are the responsibility of the Corporate Communications Department and the Group Corporate Finance & Finance Communications Department, which respects a formalized process. Financial information intended for rating agencies is the responsibility of the Group Corporate Finance & Finance
Concerning the Registration Document, a specific process has been implemented to ensure the contribution of all relevant departments and the consistency of the information provided. A final edit is made by members of the COMEX.
Through its Internal Control Competence Center, the Group Risk Management Department monitors the documentation and formalization status of the processes deemed critical, according to Group standards. Besides the activities depicted in section A of this report, the Group Risk Management Department monitors the main risks to which the Group is exposed. A quarterly dashboard with Key risk indicators is reported to the Group Risk Committee and the Board Risk
The Group Internal Audit elaborates a yearly audit plan in a risk-based manner, taking the organization’s risk management framework and including risk appetite levels set by management for the different activities, or parts of the organization, into account. The input of Senior Management and the Board is considered in this process. Once acknowledged and approved by the Audit Committee, it is communicated to COMEX members and posted in the SCOR
Furthermore, the Finance Department manages the “management representation letters” process, detailed in part (F)
At the end of 2009 SCOR decided to finalize its information systems integration by launching a Group wide “one ledger”
been completed. The conclusion of the project will provide a complete finance system integration by promoting consistency, quality visibility and intern control with the use of one general accounting software and one chart of accounts for the Group.
Control of the quarterly consolidation procedure under IFRS is provided in particular through:  use of a market recognized consolidation software package ("SAP BFC”) and common to all Group entities, which ensures the whole consolidation process through automated and formalized controls;  the formalization of the reconciliations between the systems or auxiliary accounting methods with the general and consolidation accounting systems;  at least three levels of control of the consistency and completeness of the consolidation package, one by the entity in question, another by the finance departments of SCOR Global P&C and SCOR Global Life and the third by the Group Finance Department;  systematic analyses of the results, shareholders’ equity, taxation and cash flow;  internal monitoring of changes in legislation and accounting standards, together with the Group’s external consultants and auditors;  daily monitoring of the closing process of each of the Group entities;  an audit performed by external auditors as at 31 December 2011 and a limited review as at 30 June 2011.
III. Statutory auditors’ report, prepared in accordance with article L. 225-235 of the
(code de commerce). It should be noted that our role is not to verify the fairness of this other information.
Global Compact on one side and the Kyoto Statement of the Geneva Association). These two initiatives form the framework in which SCOR SE (the “Company”) and its main subsidiaries implement the Group’s environmental policy
Pacific, Singapore and in the Americas, Americas Hub) and monitored at Group level by the GREENSCOR manager who, besides its responsibility with regards to compliance with environmental information disclosure requirements, encourages, coordinates and mandates locally implemented environmental initiatives.
The GREENSCOR manager, appointed in 2009, relies on and reports to the Group Corporate Social Responsibility
This report is established in accordance with regulatory requirements as set out by the law on “New Economic
Regulations”, modified by the article L.225 of the law on the national commitment in favour of the environment and takes into account the AMF recommendation n°2010-13 published on the 2 December 2011 and available on the AMF
Consolidated data covers a 12 month period, from the 1 January 2011 to the 31 December 2011. Due to the unavailability of data for the full year on some of the locations included in to the environmental report, extrapolation have been done via on an estimate of the consumption over the last months of the year. Moreover, where SCOR occupies only a small share of the overall surface of the building, only consumption billed directly to Group entities has been taken into account. At present consumption included in rental charges couldn’t be isolated, nor estimated in most of these cases. As a consequence, from one site to another, the information collected in each hub may entail different parameters, in particular with regards to the consolidation or not of the energy consumption derived from the use of services located in private areas of the building.
Energy consumption is expressed in KWh/Employee, water consumption expressed in m3/Employee, and paper consumption expressed in Kg/Employee. For some data, the ratio takes into account the contractors active in the premises occupied by the staff managed by the Group.
 “Scope 3”: Other indirect emissions. In this Scope, are included emissions derived from the use of offices (socalled depreciation), business travel, commuting, waste and so on. In this Scope, SCOR is focused on air travel (the most important source of emissions) as well as train transportation.
With regards to the source of emissions (to be distinguished from the volume of emissions) within each Scope, the rate of coverage is estimated to 90% for the Scope 1 and 100% for the Scope 2. The rate of coverage for the Scope 3 is limited to approwimately 10% since the Group has adopted a pragmatic approach with a clear focus on business transportation which have an important environmental footprint.. Within this Scope, the main sources excluded are commuting and the so-called depreciation of furniture and property offices.
Locations scoped-in:  Paris Hub: Paris-La Défense, (86% of the Hub’s employees)
Indicator “Grenelle 2” 2011 Data Scope 1- Company organisation to manage, assess environmental issues and certification initiatives
Group 2- Training and information of employees with regards to environmental protection
SCOR regularly communicates on important local initiatives in order to raise awareness of its staff (i.e. acquisition of buildings with green credentials, initiative Plant a Tree in Cologne (2010) through its internal electronic newsletter SCORLinks. Environmental principles of the Global Compact are thus reminded and further disseminated across the Group. Other channels are used to encourage a responsible use of natural resources by its employees such as stickers, leaflet.
In 2011, paper waste amounted to 45 Kg per employee and contractor, or 89 tons. Paper recycling is a practice implemented in most of the locations surveyed. The volume of paper sorted and collected for recycling is higher than the volume of paper purchased over the year. This difference is mainly due to archives clean-up.
Not material due to the nature of the activity (i.e. financial services) N/A
Group 8- Raw materials consumption and measures taken to improve the efficiency of their use
Group 9- Energy consumption and measures taken to improve energy efficiency
Another major source of energy consumption is driven by business transportation, in particular air travel due to the global nature of
SCOR’s activities. In 2011, more than 20.3 million of kilometers (or more than 12,600 kilometers per employee) were travelled either by plane (94%) or by train (6%).
Main Steps taken at Group level to improve energy efficiency are described in the section “Group’s environmental policy: general organisation and main areas”. These global initiatives are supplemented by local initiatives such as in Zurich where traditional lighting have been replaced by more efficient technologies in certain areas of the building.
Indicator “Grenelle 2” 2011 Data Scope 11- Green House Gas emissions In 2011, the Group’s emissions calculated as defined in the section
Indicator “Grenelle 2” 2011 Data Scope 13- Measures taken to limit any harm to the ecological balance, natural environment, and protected animal and plant species
Not material due to the nature of the activity (i.e. financial services)
Specialist who applies probability theory to Life and Non-Life insurance and reinsurance in order to measure risks and calculate premiums, as well as technical or mathematical reserves.
Funds that would be available under a pre-negotiated agreement if a specific contingency (such as a natural disaster)
Transaction whereby an insurer (cedent or ceding company) either mandatorily or facultative transfers part of its risk to the reinsurer against the payment of premium. The opposite of ceded business is assumed business.
Amount relating to actual or estimated claims made by an insured for an indemnity under an insurance contract for loss events that occurred in the accounting year.
The write down which is recorded when the current fair value of the asset is less than its accounted book value.
Collective term for the lines of business in connection with the insurance of persons, i.e. life, pension, health critical illness, long-term care and personal accident insurance.
Reinsurance that absorbs the losses immediately above the reinsured’s retention layer. A low layer excess of loss reinsurer will pay up to a certain monetary amount at which point a higher layer reinsurer or the ceding company will be liable for additional losses. Also known as working layer reinsurance.
Initially, this concerned a multi-year, multiline form of reinsurance whose contract terms included an aggregate limit of liability and loss sensitive features (e.g. profit sharing or additional premium). Currently, it also encompasses technical and investment accounts within a single cover, securitization of insurance risks, credit derivatives, and climate derivatives.
Insurance that provides coverage to a person with an insurable interest in tangible property for that person’s proper ty loss, damage or loss of use.
Company that undertakes to cover the portion of a risk ceded to it by the insurer.
Defines the target risk profile (assets and liabilities combined) that SCOR actively seeks in order to achieve its expected return. The target risk profile is represented as the Group’s target profit/loss probability distribution.
SCOR SE refers to the legal entity SCOR SE, the issuer. SCOR SE and its consolidated subsidiaries are referred to as
The approved maximum total underwriting capacity (i.e. Gross Premium – Acquisition Costs) of a Lloyd’s Syndicate or
The period of time that elapses between either the writing of the applicable insurance or reinsurance policy or the loss event (or the insurer’s or reinsurer’s knowledge of the loss event) and the payment in respect thereof. A “short-tail”
Statements and information relating:  to the resolutions submitted to the Shareholders’ Meeting, pursuant to the provisions of Articles R.225-83, 4°
of the French Commercial Code;  to the 2011 stock-option plans and stock purchase plans; and
 to the 2011 free shares allocation plans, are presented in separate reports of the Board of Directors.
The balance sheet of SCOR SE as at 31 December 2011 amounts to EUR 7 526 177 627 compared to
The shareholders' equity of SCOR SE is amounting to EUR 2 613 949 572 and other equities are amounting to
SCOR SE’s net income reached EUR 234 544 056 in 2011.
For additional information on the operating and financial situation of SCOR SE and its subsidiaries, as well as on their activities’ development in 2011, please refer to Section 9, Section 20 and Appendix A of the Registration Document.
Pursuant to Article 223 quarter of the French General Tax Code, we remind you that the amount of the expenses and charges referred to in Article 39.4 of said Code totals EUR 120 798 for the previous fiscal year 2011 and the amount of taxation borne by the Company due to the non-deductibility of such charges should amount to a total of EUR 43 670.
None of the expenses referred to in paragraph 5 of Article 39 of the French General Tax Code are considered as nondeductible for tax income 2011.
Pursuant to the provisions of Article R.225-102 of the French Commercial Code, the following table presents a summary of SCOR SE operating results during each of the last five financial years: I. - Financial position at the end of the year: c) Number of convertible bonds to shares. 10,470,000 10,470,000 10,765,428 0 0
The following statements present the volume of transactions and the fluctuation of SCOR SE quotation on the Euronext
Taking into account the recommendations of the Financial Markets Authority, this appendix is based on the draft implementing decree of the New Economic Regulations (NER) law of 15 May 2001 which includes all the provisions of the former decree of 20 February, 2002. It shows how the Group ("SCOR" or the "Group") takes into account the direct social consequences of its activities and outlines the policies, actions and programs implemented in the field, both in the company, its subsidiaries in France and abroad.
PeopleSoft HR. A weekly consistency check of the PeopleSoft HR database is done within Group Human Resources in charge of the consolidation.
Each category in this section corresponds to an indicator of the NER law which is then explained 1.
The items in the second chapter focus on the entire group to the exclusion of Telemed and ReMark (these subsidiaries of SCOR Global Life SE are independently managed in terms of Human Resources). The study boundaries are specified for all the categories presented in the second chapter.
The definitions of the social indicators can slightly differ from one country to another. Nevertheless, the SCOR indicators used in the tables below remains consistent and meaningful at Group level. Unless otherwise indicated, no estimate is performed to calculate these indicators.
(1) The headcount is calculated on the basis of the employees registered at 31 December (consequently the former Transamerica Re employees are included for the year 2011). Each hub covers a region and may encompass several countries. For example, the Paris Hub covers France, Spain, Italy, Belgium, the Netherlands, Russia and South Africa. As the temporary workers and the external service providers are managed according specific rules in each country, this data is not mentioned in the headcount this year.
(2) SCOR Global Life SE controls 100% of the capital of ReMark. ReMark acquired ESG in May, 2009. Due to its specific activity, ReMark is managed independently from the Group in terms of human resources.
Indicator “Grenelle 2”: Distribution of the employees by gender 3.2.3 Distribution by status
(1) Definition of the Partner: see Section 8 –" Total Compensation: Elements relating to the remuneration policy". The Corporate Officer is included in this population.
(*) We consider that the trainees are paid and under a tripartite relationship between the company, the school and the student.
(1) The group has no particular difficulty in hiring this year.
Methodology: the ends of “fixed-term Contract” are definitive departures from SCOR: we exclude the employees which signed a permanent contract in 2011 following their fixed-term contract. The TransAmerica Re employees have been included in the Human Resources Information System later in the year 2011: they are not included in these figures.
(**) The average fixed remuneration is based on the annual remuneration of reference paid to the employee, prorated on the actual working time. (***) The bonus includes the profit sharing scheme for France. (****) Amount calculated by multiplying the number of shares granted by the fair value for each plan which is calculated by respecting the IRFS rules.
SCOR reviews the base salaries on a yearly basis to reward individual performance as well as when new responsibilities are assumed by the job-holder. An automatic adjustment to inflation is not applied as a general rule and is only granted in the few countries where legally required.
Group, applies to approx. 25 % of the total number of staff. It is a specific and selective program in terms of sharing information, career development and compensation schemes.
Depending on the rating received in the individual appraisal by the employee’s direct superior, the bonus varies between 0% and 6%. This scale is increased by a multiplier in some Hubs in order to take account of the specificity of the local labor markets.
The Partners of SCOR are also eligible for free shares and stock options. However, this does not mean that an allocation has to occur every year or that every Partner receives an allocation. The process is supervised by the
Group with the goal to ensure retention of its key employees while extending the horizon of performance measurement.
In addition, the Group pursues a policy of employee shareholding which resulted in the allocation to the non-Partners of 215,400 shares in 2009 and 221,160 shares in 2010 and 141,020 in 2011.
Indicator “Grenelle 2”: Compensation (amounts of the employer social security contributions)
France Basic scheme applicable to all employees. In addition, supplementary scheme managed by the organizations AGIRC
Social security for all employees under French contract: reimbursement of health care costs
Germany The pension amount is determined based on three elements: the sum of personal earnings points, the multiplier, the present value of pension. The pension is payable from age 65.
All the employees are obliged to have a health insurance (basically: statutory health insurance). With an annual income of more employee can choose after one year if he/she wants to stay with the statutory health insurance.
One defined benefits pension schemes (the pension is equal to 1/60 th of the final pensionable salary for each year of membership of the scheme up to normal retirement date). And 5 defined contribution pension schemes
Six defined benefits pension schemes (the amount of annual benefit is paid at normal retirement date in monthly instalments for life is 46% of average monthly compensation, multiplied by a fraction, not exceed 1 and based on seniority upon retirement. One defined contribution pension scheme.
Switzerland The earning related pension is between CHF 13,260 and twice that level (respectively earnings). The system of mandatory occupational pensions is built around
(*) Due to local laws, the age of the employees working in the hub Americas has not been taken into account in these figures.
The annual working time in the Group is 201 days for the employees with status “cadres” in
France, 204 days for the employees with status “non-cadres” in France, 216 days in Spain, 224 days in Italy, 214 days for Belgium, 220 days in Netherlands and Russia, 222 days in South
Austria, 232 days in New York (USA), 229 days in Itasca (USA), 230 days in Toronto (Canada), 228 days in Charlotte (USA), 227 days in Australia and in China, 223 days in Hong-Kong, 217 days in India, 223 days in Malaysia, 225 days in South Korea, 229 days in Singapore, 215 days in
As the concept of overtime does not exist in all countries and the calculation of the overtime is very different from one country to another according to the local law, it is not possible to present this data on a comparable basis this year.
The length of absence* in the Group is 7,765 days for France, 8 days for Belgium, 159 days for
Italy, 2 meetings in Russia, 4 in Switzerland, 43 meetings in Germany, 1 meeting in Austria).
Organization du dialogue social 7 collective agreements were signed within the Group in 2011 (5 agreements were signed in
Management of Jobs and Skills of the employees of SCOR in Paris from January 18th, 2008 to
(“Wage draft agreement on 2011”), 15/09/2011 (“Amendment number 2 of continuation the agreement concerning the Projected Management of Jobs and Skills of the employees of SCOR
14 meetings were held with the staff representatives in the Group to discuss the conditions of local health and safety (including 9 meetings in Paris, 1 meeting in Italy on, and 4 in Switzerland).
The strategic objectives of this policy are :  To have one consistent SCOR-wide Training and Development approach to ensure uniformity and fairness,
 To apply a stringent process of validation, control and monitoring,
 To make T&D policy an individual business-case-driven investment and retainment instrument,
 To allow some limited consideration to local particularities required by local labour law, e.g. in France and Germany
August and December 2011), 855 training hours were offered in the hub of Singapore (SGD
SCOR has 77 interns as of 31 December 2011. (47 in France, 13 in Germany, 7 in Switzerland, 6 in the US, 2 in Canada, 2 in the United-Kingdom). The working contracts differ according to the countries and the training objectives. They all aim to introduce the students to the workplace: internship or “contrat d’alternance” to validate a diploma, apprenticeship contract for a technical job).
 On-going negotiations for an agreement about diversity and equal opportunities in 2012 in
 Measurements of non-discrimination for the older employees has been applied in the hubs, especially in Paris where an agreement has been signed in 2009 (about the nondiscrimination and equal treatments, recruitment and job retention, anticipation of the changes during the career, skills management for the seniors).
The number of disabled workers in the Group was 9, including 5 in France, 2 in Italy, 1 in
3.3.6 Manner in which SCOR takes into account the territorial impact of its activities in terms of employment and regional development
STATEMENTS DEALING WITH THE MANAGEMENT OF SCOR SE IN 2011 :  Company’s securities - Amount of issued capital, capital increase and additional information Section 21.1.1 and Appendix A
- Operations performed by the Company on its own shares Section 21.1.3 - Issuance of bonds and similar securities Appendix A and Section 20.1.6.14 - Share capital ownership and structure Section 18.1 - Elements which could have an impact in case of a tender offer -(2)
Review of the parent company’s and consolidated group’s profit or loss, financial position, risks, and share issue authorizations (Articles L.225-100 and L.225-100-2 of the French Commercial Code)
Information about share buybacks (Article L.225-211, paragraph 2, of the French Commercial Code) 295
European Company With a share capital of EUR 1,512,842,643.14 RCS Paris B 562 033 357