Certain statements contained in this Registration Document may relate to objectives of SCOR SE (“SCOR SE” or the “Company”) or of the SCOR Group (the “Group”) or to forward-looking information, specifically statements announcing or corresponding to future events, trends, plans, or objectives, based on certain assumptions. These statements are typically identified by words or phrases indicating an anticipation, assumption, belief, continuation, estimate, expectation, forecast, intention, and possibility of increase or fluctuation and similar expressions or by future or conditional verbs. This information is not historical data and must not be interpreted as a guarantee that the stated facts and data will occur or that the objectives will be met. Undue reliance should not be placed on such statements, because, by nature, they are subject to known and unknown risks, uncertainties, and other factors, which may cause actual results, performance, achievements or prospects of SCOR SE to differ from any future results, performance, achievements or prospects explicitly or implicitly set forth in the Registration Document. In addition, such forward-looking statements bear no relation to “profit forecasts” in the sense of Article 2 of Regulation (EC) 809/2004. This document is a free English translation of the “Document de Référence” drafted in French and filed with the AMF on 8 March 2012 under number D.12-0140. It is for information purposes only and should not be relied upon.
This registration document was filed on 8 March 2012 with the French Autorité des Marchés Financiers (AMF) in accordance with Article 212-13 of its general regulation. It can be used as a support document for a financial transaction only if presented together with a securities information note (note d’opération) approved by the AMF. This registration document was prepared by the issuer and is the responsibility of the person whose signature appears therein.
Pursuant to Article 28 of Regulation (EC) 809/2004 of 29 April 2004 of the European Commission implementing the
 SCOR SE’s corporate and consolidated financial statements for the financial year ended 31 December 2009 and the report of the statutory auditors regarding said financial statements as presented in SCOR SE’s registration document filed with the AMF on 3 March 2010 under number D.10-0085.
1 Person responsible 7 1.1 Name and title of person responsible 9 1.2 Declaration by person responsible 9 2 Statutory Auditors 10 2.1 Auditors 12 2.1.1 Principal Auditors 12 2.1.2 Alternate Auditors 12 2.2 Resignation or non renewal of Auditors 12 3 Selected financial information 13 3.1 Group key figures (under current consolidation scope) 15 4 Risk factors 16 4.1 Risk related to the business environment 20 4.1.1 The Group is exposed to diverse risk factors in the Non-Life and Life reinsurance businesses 20 4.1.2 SCOR is exposed to losses from catastrophic events 23 4.1.3 SCOR could be subject to losses as a result of its exposure to terrorism 24 4.1.4 SCOR could be subject to increased reserves from Business that it does not actively underwrite 24 4.1.5 If SCOR’s reserves prove to be inadequate, its net income, cash flow and financial position may be adversely affected 25 4.1.6 SCOR may be adversely affected by its cedents, retrocessionaires, insurers or members of pools in which it participates do not respect their obligations 26 4.1.7 SCOR operates in a highly competitive sector and would be adversely affected by losing competitive advantage or if adverse events affect the reinsurance industry 26 4.1.8 Consolidation in the insurance industry could adversely impact SCOR 26 4.1.9 Financial ratings play an important role in SCOR’s business 27 4.1.10 A significant portion of SCOR’s contracts contain provisions relating to financial strength which could have an adverse effect on its portfolio of contracts and its financial position 27 4.1.11 Operational risks, including human errors or computer system failure, are inherent in SCOR’s business 27 4.1.12 SCOR’s risk management policies and procedures may leave it exposed to unidentified or unanticipated risk, which could negatively affect its business 28 4.1.13 SCOR is exposed to risks related to the recent acquisitions 29 4.1.14 SCOR is exposed to losses due to counterparty default risks or credit risk 30 4.1.15 SCOR is exposed to the risk of no longer being able to retrocede liabilities on economically viable terms and conditions 31 4.1.16 SCOR is exposed to an increase in the rate of general inflation and to increased inflationary expectations 32 4.2 Market risk 32 4.2.1 SCOR faces risks related to its fixed income investment portfolio 32 4.2.2 SCOR faces risks related to its equity-based portfolio 33 4.2.3 SCOR is exposed to other risks arising from the investments it owns 33 4.2.4 SCOR is exposed to foreign currency rate fluctuations 34 4.2.5 The valuation of SCOR’s intangible assets and deferred tax assets may significantly affect its shareholders’ equity and the price of its securities 34 4.3 Liquidity risk 35 4.3.1 SCOR faces liquidity requirements in the short to medium term in order to cover, for example, claims payments, operational expenses and debt redemptions. In the case of catastrophe claims, in particular, it may need to settle amounts which exceed the amount of available liquidity 35 4.3.2 Adverse capital and credit market conditions may significantly affect SCOR’s ability to access capital and/or liquidity or increase the cost of capital 35 4.4 Legal risk 36 4.4.1 SCOR is exposed to risks related to legislative and regulatory changes and political, legislative, regulatory or professional initiatives concerning the insurance and reinsurance sector, which could have adverse consequences for its business and its sector 36 4.4.2 Inconsistent application of EU directives by regulators in different EU member states may place SCOR’s business at a competitive disadvantage to other European financial services groups 36 4.4.3 Changes in current accounting practices and future pronouncements may materially impact SCOR’s reported financial results 37 4.4.4 In 2010, the U.S. congress enacted the Dodd Frank Wall Street reform and consumer protection act (“Dodd Frank Act”), which could have an adverse impact on SCOR’s business 37 4.4.5 Capital and liquidity may not be completely fungible between different regulated legal entities, which may have negative consequences for the legal entities 37 4.4.6 SCOR is exposed to risks linked with Solvency II implementation 37 4.4.7 SCOR is exposed to certain litigation matters 38 4.4.8 SCOR’s positions on tax accounts are subject to audit and approval by tax authorities 38 4.5 Other risk 39 4.5.1 SCOR’s ordinary shares price could be volatile and could drop unexpectedly and investors may not be able to sell their ordinary shares at or above the price they paid 39 4.6 Insurance of specific operational risks (excluding reinsurance activity) 39 4.7 Risk and Litigation: Reserving methods 39
14 Administrative and management bodies 113 14.1 Information on the members of the Board of Directors and Senior Managers 115 14.1.1 Information concerning the members of the Board of Directors 115 14.1.2 Biographical information on members of the Board of Directors 123 14.1.3 Executive Committee 125 14.1.4 Biographical information on the members of the Executive Committee 128 14.1.5 Negative disclosures about members of the Board of Directors and Senior Management 129 14.2 Administrative, management, and supervisory bodies and Senior Management conflicts of interest 130 15 Remuneration and benefits 131 15.1 Amount of remuneration paid and benefits in-kind 133 15.1.1 Directors’ fees 133 15.1.2 Remuneration 134 15.1.3 Remuneration in the form of options and share allocation 140 15.2 Total amounts set aside or accrued to provide pension, retirement, or similar benefits for financial 16 Board practices 142 16.1 Date of expiration of the current term of office 144 16.2 Information on service contracts of members of Administrative and Management bodies 144 16.3 Information on the Audit Committee and the compensation and Appointment Committee 144 16.4 Corporate governance regime 145 17 Employees 146 17.1 Number of employees 148 17.2 Information on shareholdings and stock options or Company stock purchases by members of
Administrative and Management bodies 149 17.2.1 Number of shares held by Directors and Senior managers 149 17.2.2 Stock options held by the members of the Executive Committee and other Company officers as of 31 December 2011 151 17.2.3 Free allocation of shares to Comex members and other company officers as of 31 December 2011 154 17.3 Plans providing employee participation in Company 157 17.3.1 Stock options plans 157 17.3.2 Share allocation plans 158 17.3.3 Stock options plans currently in force within the Group 164 17.3.4 Employee savings plan 164 17.4 Defined pension schemes 165 17.4.1 Defined contribution pension schemes 165 17.4.2 Define benefits pension schemes 166 18 Principal shareholders 167 18.1 Significant shareholders known to SCOR 169 18.2 Negative statement as to the absence of differences between the voting rights of various shareholders 173 18.3 Direct or indirect control by one shareholder 173 18.4 Agreement which could result in a subsequent change in control 173 19 Related party transactions 174 19.1 Related party transactions 176 19.2 Regulated agreements 176 19.3 Special report of the auditors on regulated agreements and commitments 177 20 Financial information concerning the issuer’s assets and liabilities, financial position and profits and losses 188 20.1 Historical financial information : consolidated financial statements 190 20.1.1 Consolidated balance sheets 191 20.1.2 Consolidated statements of income 193 20.1.3 Consolidated statements of comprehensive income 194 20.1.4 Consolidated statements of cash flows 195 20.1.5 Consolidated statements of changes in shareholders’ equity 196 20.1.6 Notes to the consolidated financial statements 198 20.2 Auditing of historical consolidated financial information 285 20.3 Sources of financial information not extracted from the audited Financial Statements of the issuer and indication of such absence of audit 288 20.4 Date of most recently audited financial information 288 20.5 Interim and other financial information 288 20.6 Dividend distribution policy 288 20.7 Litigation and arbitration procedures 288 20.8 Material change in financial or commercial situation 288
21 Additional information 289 21.1 Share capital 291 21.1.1 Amount of issued capital and additional information 291 21.1.2 Existence of non-equity shares 295 21.1.3 Number and value of directly or indirectly held treasury shares 295 21.1.4 Amount of convertible securities, exchangeable securities or securities with subscription warrants 297 21.1.5 Information about and terms of any acquisition rights and/or obligations over authorized but unissued capital or an undertaking to increase the capital 298 21.1.6 Information about any capital of any member of the Group which is under option or agreed conditionally or unconditionally to be put under option and characteristics of such options 298 21.1.7 History of the Company’s share capital for the period covered by the historic financial information 299 21.2 Charter and Bylaws 300 21.2.1 Corporate purpose of the issuer (article 3 of the Bylaws) 300 21.2.2 Summary of the Bylaws and internal regulations of the Company concerning the members of its
Administrative, Management and Supervisory bodies 300 21.2.3 Rights, privileges and restrictions attached to existing shares 301 21.2.4 Actions required to modify shareholders’ rights 304 21.2.5 Conditions for calling annual shareholders’ meetings and extraordinary shareholders’ meetings
(articles 8 and 19 of the Bylaws) 306 21.2.6 Provisions that could delay, defer or prevent a change in control 306 21.2.7 Declaration thresholds 307 21.2.8 Conditions governing modifications to the share capital (other than legal provisions) 307 23 Third-party information and statements by experts and declarations of any interest 310 23.1 Expert’s report 312 23.2 Information from third parties 312 24 Documents on display 313 25 Information on holdings 315 26 Non financial information 317 27 Fees paid by the Group to the Auditors 319 28 Published information 321 28.1 Information published on the Autorité des Marchés Financiers (AMF) website (www.amf-france.org) 323 28.2 Information published in the Bulletin des Annonces Légales Obligatoires (BALO) [Bulletin of required legal notices publications] (www.journal-officiel.gouv.fr/balo/index.php) 323 28.3 Information published on SCOR’s company website (www.scor.com) 324 28.4 Information published on nyse-euronext’s website (www.euronext.com) 326 28.5 Information published on the info-financières website (www.info-financière.fr/search.php.com) 326
B Report of the Chairman of the Board of Directors on the terms and conditions for preparing and organizing the work of the Board of Directors and on internal procedures and on risk management in accordance with article L.225-37 of the French Commercial Code 362
1.1 Name and title of person responsible 9 1.2 Declaration by person responsible 9
Mr. Denis Kessler, Chairman of the Board of Directors and Chief Executive Officer of SCOR SE.
 I confirm that, to the best of my knowledge, the financial statements have been drawn up in accordance with applicable accounting standards and accurately show the position of the assets and liabilities, the financial position and the profit or loss of the company and of all businesses and firms included within the scope of the consolidated group, and that the management report, mentioned in Appendix E, accurately reflects the evolution of the business, the results and the financial position of the company and of all businesses and firms included within the scope of the consolidated group, and describes the main risks and contingencies which they are faced with.
 I have obtained an audit completion letter from the statutory auditors, in which they indicate that they have verified the information concerning the financial situation and the accounts provided in this Registration
Notes to the consolidated financial statements, Note 2 - Segment Information. (4) The net return on investment 2010 and 2009 changed compared to the 2010 publication due to the new expense allocation methodology. Refer to Section 20.1.6 Notes to the consolidated financial statements, Note 2 – Segment Information. Published net return on investment was 3.2% for the year ended 31 December 2010 and 2.4% for the year ended 31 December 2009.
(5) Return on equity is based on the Group’s share of net income divided by average shareholders’ equity (calculated as shareholders’ equity at the beginning of the period adjusted for the linear effect of all movements during the period).
(6) Earnings per share is calculated as net income divided by basic number of shares. The basic number of shares includes the average number of closing shares, shares issued during the period and time-weighted treasury shares.
(8) Liquidity is defined as cash and cash equivalents and short term investments comprised primarily of government bonds maturing less than 12 months from date of purchase.
(9) Capitalisation and Indebtedness is defined as the sum of IFRS shareholders’ equity and subordinated debt. (10) The net combined ratio is calculated as the sum of the Non-Life net loss ratio and the commission expense ratio. The 2011 and 2010 net combined ratios exclude certain non-recurring costs. Refer to Section 9.2.2 - SCOR Global P&C. Life operating margin is calculated as a percentage of operating result and the net of gross and ceded earned premiums.
(11) The net combined ratio and Life operating margin calculations changed compared to the 2010 publication due to the new expense allocation methodology. Refer to Section 20.1.6 Notes to the consolidated financial statements, Note 2 - Segment Information. The net combined ratio now includes all costs allocated to SCOR Global P&C. Prior year figures in the table above were adjusted for comparative purposes.
 Published Life operating margin was 7% for the year ended 31 December 2010 and 5.8% for the year ended 31 December 2009.
In addition, the fixed-income markets are experiencing a period of extreme volatility that has negatively impacted market liquidity conditions. These volatile conditions have affected a broad range of mortgage and asset-backed and other fixed-income securities, including those rated investment grade, the U.S. and international credit and interbank money markets generally, and a wide range of financial institutions and markets, asset classes and sectors. As a result, the market for fixed-income securities has experienced decreased liquidity, increased price volatility, credit downgrade events, increased probability of default and lower than expected recovery rates. Securities that are less liquid are more difficult to value and may be hard to dispose of.
Domestic and international equity markets have also been experiencing heightened volatility and turmoil. These events and the continuing market upheavals may have an adverse effect on SCOR, in part because it has a large investment portfolio and are also dependent upon customer behavior. The Group’s premiums are likely to decline in such circumstances and its profit margins could erode. In addition, in the event of extreme prolonged market events, such as the global credit crisis, SCOR could incur significant losses in its investment portfolio. “Refer to Section 20.1.6 – Notes to the financial statements, Note 6 – Insurance Business Investments” include analyses of unrealized and realized investment losses. See also “Section 4.2.2 –SCOR faces risks related to its equity-based portfolio.” Even in the absence of a market downturn, SCOR is exposed to a substantial risk of loss due to market volatility. See “Section 4.2.3 – SCOR
is exposed to other risks arising from the investments it owns.”
Factors such as consumer spending, business investment, government spending, the volatility and strength of both debt and equity markets, and inflation all affect the business and economic environment and ultimately, the amount and profitability of SCOR’s business. In an economic downturn characterized by higher unemployment, lower household income, lower corporate earnings, lower business investment and lower consumer spending, the demand for SCOR’s and its clients’ products could be adversely affected. In addition, the Group may experience an elevated incidence of claims or surrenders of policies that could affect the current and future profitability of its business. Although premiums written have operated a steady growth with prior years, a prolonged economic crisis could result in lower written premiums in the future. These adverse changes in the economy could affect earnings negatively and could have a
Regulation Act of 2010 in France and the Basel III agreements reached by the Basel Committee on Banking Supervision.
Additionally, the EU has established the European Financial Stability Facility (EFSF) to assist European governments with their budgetary deficits and to stabilize the sovereign debt markets in the Euro-zone. Such legislation or similar proposals, as well as accompanying actions, such as monetary or fiscal actions, of comparable authorities in the U.S.,
In addition, SCOR is subject to extensive laws and regulations that are administered and enforced by a number of different governmental authorities and non-governmental self-regulatory agencies, including the French prudential control Authority (Autorité de Contrôle Prudentiel, or “ACP”) which regulate among other categories of entities the insurance and reinsurance companies, and other regulators. In light of the current financial crisis, some of these authorities are or may in the future consider enhanced or new regulatory requirements intended to prevent future crises or otherwise assure the stability of institutions under their supervision. These authorities may also seek to exercise their supervisory or enforcement authority in new or more assertive ways. All of these possibilities, if they occurred, could affect the way SCOR conducts its business and manages its capital, and may require it to satisfy increased capital requirements, any of which in turn could materially affect its business, present and future revenues, net income, cash flows, financial position, and potentially, the price of its securities.
As industry practices and legal, regulatory, judicial, social, political, economic, financial and other environmental conditions change, unexpected issues related to claims and coverage may emerge. These issues may adversely affect
SCOR’s business due to either an extension of coverage beyond its underwriting intent (e.g. through inapplicability of treaty clauses) or by increasing the frequency and /or severity of claims. This would have an adverse effect on business, present and future revenues, net income, cash flows, financial position, and potentially, on the price of securities.
SCOR’s property business underwritten by its property and casualty division, which it refers to in this Registration document as “SCOR Global P&C,” “Non-Life” or its “Non-Life division,” is exposed to multiple insured losses arising from a single or multiple events, which can be catastrophic, being either caused by nature (e.g. hurricane, windstorm, flood, hail, severe winter storm, earthquake, etc.) or by the intervention of a man-made cause (e.g., explosion, fire at a major industrial facility, act of terrorism, etc.). Any such catastrophic event can generate insured losses in one or several of
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. Refer to
Registration document as “SCOR Global Life,” “Life” or its “Life division,” are biometric, behavioral and catastrophe risks as well as credit risk (see “Section 4.1.14 — SCOR is exposed to losses due to default risks or credit risks”), currency risks (see “Section 4.2.4 – SCOR is exposed to foreign currency risk exchange rate fluctuations”) and market risks (see
SCOR Global Life’s own portfolio experience, from the ceding companies as well as relevant information available in the public domain, such as mortality or disability studies and tables as available from various sources, e.g., actuarial associations or medical research bodies.
Mortality risk is the risk of negative deviation from planned results due to higher than anticipated death rates resulting from either the inherent volatility, an adverse long-term trend or a mortality shock event in the reinsured portfolio.
Lapses refer to either non-payment of premium by the policyholder or to policies which are terminated by the policyholder before the maturity date of the policy. Depending on the product design, higher or lower policyholder lapses than assumed in the pricing may reduce SCOR Global Life’s expected future income. Policyholder lapses may differ from expectations due to a changing economic environment or other reasons, such as changes in tax incentives for the insurance policies, tarnished reputation of the cedant or from the introduction of more attractive insurance products in the market.
For further details, refer to “Section 4.1.2 – SCOR is exposed to losses from catastrophic events.” See also “6.1.3.4 –
 The Group may need to raise additional capital to support higher regulatory reserves, which could increase the overall cost of capital.
Non-Life and Life reinsurance activities take place in two different market environments. They are subject to heterogeneous external constraints, which generally have only very limited correlation with each other. However, in some extreme scenarios Non-Life and Life risks and financial market and credit risks could accumulate. This exposes
SCOR to accumulation and/or correlation risks which are difficult to quantify.
The frequency and severity of such catastrophic events, particularly natural hazards, are by their nature unpredictable.
In connection with its October 2007 acquisition of Converium Holdings AG (“Converium”), SCOR Global Life inherited certain retrocession liabilities with regard to Guaranteed Minimum Death Benefit (“GMDB”) rider options attached to variable annuity policies written in the U.S. 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.
Business of this type is not within the usual scope of the SCOR Global Life underwriting policy. These treaties are all in run-off and, as of 31 December 2011, cover in total approximately 0.6 million policies written by two cedants. These treaties were issued mainly in the late 1990’s and incorporate various benefit types.
There can be no assurance that SCOR’s GMDB portfolios will not deteriorate in the future, which could have a material adverse effect on SCOR’s business, present and future revenues, net income, cash flows, financial position, and potentially, on the price of its securities.
Reinsurance Company ("SCOR Re U.S.") and General Security National Insurance Company (“GSNIC”), each a SCOR
Group owned insurance company domiciled in the State of New York, and Commercial Risk Partners Ltd. (“CRP”), the former Bermudian entity of SCOR, absorbed by GSNIC in 2009. Today, discontinued business portfolios do not represent a material liability that is any greater than those associated with other entities of the Group. However, there can be no assurance that SCOR’s U.S. Non-Life subsidiaries will not face financial difficulties in the future.
As stated before, the Group’s reserves and policy pricing are based on a number of assumptions and on information provided by third parties, which, if incorrect and/or incomplete, could have an adverse effect on its business, present and future revenues, net income, cash flows, financial position, and potentially, on the price of its securities. Despite the audits it carries out on the companies with which it does business, and its frequent contacts with these companies, the
Another factor of uncertainty resides in the fact that some of SCOR’s businesses are “long-tail” in nature, in particular long term care, whole life products, term assurance, longevity, workers compensation, general liability, medical malpractice or those linked to environmental pollution or asbestos. For some of these businesses, it has, in the past, been necessary for SCOR to revise estimated potential loss exposure and, therefore, the related loss reserves.
SCOR is subject to a risk of possible non-payment of premiums due by the cedants and/or to the possible non-respect by one or several of its partners, of their commitments to the Group.
The Group transfers a part of its exposure to certain risks to other reinsurers through retrocession arrangements. Under these arrangements, other reinsurers assume a portion of its losses and expenses associated with losses in exchange for a portion of premiums received. When SCOR obtains retrocession, it remains liable to its cedants for that part of the risk that is subsequently transferred to the retrocessionaire and it must meet its obligation even if the retrocessionaire does not meet its obligations to SCOR.
Thus, the non-respect of financial obligations, in particular the payment of premiums, return of funds withheld and payment of claims, of SCOR’s cedants, retrocessionaires, insurers, or members of pools in which it participates could negatively affect its business, present and future revenues, net income, cash flows, financial position, and potentially, the price of its securities. The specific risk linked to the default of the retrocessionaires is provided in “Section 4.1.14 –SCOR
is exposed to losses due to counterparty default risks or credit risks – B. Receivables from retrocessionaires.”
Financial ratings are very important to all reinsurance companies, including SCOR, as ceding companies wish to reinsure their risks with companies having a satisfactory financial position. The Group’s Life reinsurance activities and the Business Solutions (large corporate accounts underwritten essentially on a facultative basis and occasionally as direct insurance) business area in Non-Life reinsurance are particularly sensitive to the way its existing and prospective clients perceive its financial strength notably through its ratings. This is also true for the reinsurance treaties business in
Regarding the subordinated notes issued by SCOR SE, an equity credit has been assigned to certain notes in line with
Some of SCOR’s cedants’ credit models or reinsurance guidelines depend on SCOR’s financial rating. If its rating deteriorates, cedants could be forced to increase their capital charge in respect of their counterparty risk on SCOR. This could lead to a loss of competitive advantage which, in turn, could significantly impact SCOR’s revenues, net income, cash flow, financial position, and potentially, the price of its securities.
(“LOC”) provisions, if the financial strength rating of the Company and/or its guaranteed subsidiaries deteriorates, the cedant has the right to draw down on a LOC issued by a bank in SCOR’s name.
Operational risks are inherent in all businesses including SCOR’s. Their causes are multiple and include, but are not limited to, poor management, employee fraud or errors, failure to document a transaction as required, failure to obtain required internal authorizations, non-compliance with regulatory or contractual obligations, information technology (“IT”)
people on a global scale. Competition for such key people in most countries in which it operates is intense. SCOR’s ability to attract and retain key people, and in particular directors, experienced managers and investment managers, fund managers, underwriters and actuaries, is dependent on a number of factors, including prevailing market conditions and compensation packages offered by companies competing for the same talent. If SCOR is unable to attract or retain key personnel, this could have a material and adverse effect on its financial condition, results of operations and business.
Group’s business, present and future revenues, net income, cash flows, financial position, and potentially, on the price of its securities.
4.1.12 SCOR’S RISK MANAGEMENT POLICIES AND PROCEDURES MAY LEAVE IT EXPOSED TO UNIDENTIFIED OR UNANTICIPATED RISK, WHICH COULD NEGATIVELY AFFECT ITS BUSINESS
In addition, acquisitions may expose SCOR to operational challenges and various risks, including:  the ability to integrate the acquired business operations and data with its systems;  the availability of funding sufficient to meet increased capital needs;  the obligation to comply with new regulatory requirements;  the ability to fund cash flow shortages that may occur if anticipated revenues are not realized or are delayed, whether by general economic or market conditions or unforeseen internal difficulties; and
The businesses SCOR has recently acquired are described in “Section 5 – Information about the issuer, 5.1.5 Important events in the development of the issuer’s business.”
Specific risks relating to the acquired businesses are as follows: A. The integration of the acquired activities may prove to be difficult
Reinsurance Co. ("Transamerica Re") flows into SCOR via retrocession from AEGON companies. As long as underlying reinsurance agreements between cedants and AEGON companies are not novated, an AEGON insolvency might lead to premiums from clients not being passed on to SCOR anymore, and thus potentially impair the value of business acquired (“VOBA”) (value of inforce) and have a significantly negative impact on SCOR’s business, present and future revenues, net income, cash flows, financial position, and potentially, on the price of its securities.
The costs of these litigation matters could have an adverse effect on its future operating income and an unfavorable outcome to one or more of these litigation matters could have a material adverse effect on revenues, net income, cash flow and financial position. For further details, refer to “Section 20.1.6 – Notes to the financial statements, Note 27 –
SCOR is mainly exposed to the following credit risks: A. Fixed income portfolios
Credit risks on fixed income securities cover two areas of risk.
The risk of non-performance of retrocessionaire undertakings is set out in “Section 4.1.6 – SCOR may be adversely affected by its cedants, retrocessionaires, insurers or members of pools in which it participates do not respect their obligations.”
This business is situated in many countries, mostly in Europe and across a diverse range of activity sectors.
For further details on the impact of the assessment of intangible assets upon SCOR’s results, see “Section 4.2.5 – The valuation of SCOR’s intangible assets and deferred tax assets may significantly affect its shareholders’ equity and the price of its securities” and “Section 20.1.6 – Notes to the financial statements, Note 4 – Intangible Assets.”
SCOR participates, for certain risk categories that are particularly heavy (particularly terrorist risks), in various groups of insurers and reinsurers (“pools”) aimed at pooling the relevant risks among the members of each group. In the event of a total or partial default by one of the members of a group, it could be required to assume, in the event of joint liability of the members, all or part of the liabilities of the defaulting member. In such a case, its business, present and future revenues, net income, cash flows, financial position, and potentially, the price of its securities could be adversely impacted.
For further details, refer to “Section 4.1.3 – SCOR could be subject to losses as a result of its exposure to terrorism.”
See “Section 20 – Note 26, Insurance and financial risk – Credit risk” for further information on risk mitigation actions.
(retrocession) that allows the Group to provide capacity to its clients. SCOR tries to reduce its dependence vis-à-vis the traditional reinsurance market by entering into alternative risk transfer solutions (e.g. the multi-year securitization of catastrophic risk in the form of Insurance-Linked Securities ("ILS") and mortality swaps and the issuance of contingent capital securities). For more information on SCOR’s securitization of catastrophic risk and issuance of contingent capital securities, see “Section 6 – Business Overview, 6.1.4 Retrocessional reinsurance”. Nevertheless, SCOR is exposed to the risk that it may not be able to retrocede liabilities on economically viable terms and conditions.
However, there can be no assurance that its risk management measures and sensitivity analysis will be sufficient to protect the Group against all the risks related to variations in interest rates.
B. SCOR is exposed to possible widening in credit spreads which could increase the net unrealized loss portion of the investment portfolio and adversely affect its results of operations.
The Group’s exposure to credit spreads primarily relates to market price and cash flow variability associated with changes in credit spreads in its investment portfolio. Recent credit spreads on both corporate and structured securities have widened, resulting in continuing depressed valuations. Market volatility can make it difficult to value certain of the securities in its investment portfolio if trading becomes less frequent. Accordingly, valuations of investments may include assumptions or estimates that may have significant period to period changes due to market conditions, which could have a material adverse effect on SCOR’s consolidated results of operations or financial condition.
See “Section 4.1.14 – SCOR is exposed to losses due to counterparty default risks or credit risks – A. Fixed income portfolios.”
The Group’s exposure to the equity market results both from direct purchases and through certain (re)insurance products including GMDB business. See “Section 4.1.4 – SCOR could be subject to increased reserves from business that it does not actively underwrite.”
For further details on valuation, refer to “Section 20.1.6 – Notes to the financial statements, Note 6 – Insurance Business
France, the Construction Cost Index) as well as risks related to the rental market (changes in supply and demand, changes in vacancy rates, impact on market rental values or rent renewals) and the default of lessees.
The occurrence of one or more of the above risks could have a material adverse impact on SCOR’s business, present and future revenues, net income, cash flows, financial position, and potentially, on the price of its securities.
SCOR’s main non-French legal entities are located in Switzerland, the Americas, the U.K. and Asia Pacific. The shareholders’ equity of these entities is denominated mainly in euros, U.S. dollars, Canadian dollars or British pounds.
Forward sales and purchases of currencies are included in “Section 20.1.6 – Notes to the financial statements, Note 8 –
In spite of the measures to control and reduce SCOR’s exposure to fluctuations of exchange rates of major currencies, such fluctuation could have a material adverse impact on its business, present and future revenues, net income, cash flows, financial position, and potentially, on the price of its securities.
A significant portion of SCOR’s assets consists of intangible assets, the value of which depends on its expected future profitability and cash flow. The valuation of intangible assets also assumes that the Group is making subjective and complex judgments concerning items that are uncertain by nature. If a change were to occur in the assumptions underlying the valuation of its intangible assets (including goodwill, VOBA and DAC), SCOR would have to reduce their value, in whole or in part, thereby reducing shareholders’ equity and its results.
opinions. Those assessments, if they were to be revised, could have a material adverse impact on SCOR’s business, present and future revenues, net income, cash flows, financial position, and potentially, on the price of its securities.
Additional information on the timing of repayments is included in “Section 20.1.6 – Notes to the consolidated financial statements, Note 26 – Insurance and Financial Risk.”
In the event current internal and/or external resources do not satisfy its needs, SCOR may have to seek additional financing. The availability of additional financing will depend on a variety of factors such as market conditions, the general availability of credit, the volume of trading activities, the overall availability of credit to the financial services industry, its credit ratings and credit capacity, as well as the possibility that customers or lenders could develop a negative perception of its long- or short-term financial prospects if the Group incurs large investment losses or if the level of its business activity decreased due to a market downturn. Similarly, access to funds may be impaired if regulatory authorities or rating agencies take negative actions against SCOR. Internal sources of liquidity may prove to be insufficient, and in such case, SCOR may not be able to successfully obtain additional financing on favorable terms, or at all.
dated November 16, 2005, by ordinance n. 2008-556 of June 13, 2008 and application decrees n. 2008-711 of July 17, 2008 and n. 2008-1154 of November 7, 2008, as well as a regulation (arrêté) of November 7, 2008. The 2005 Directive prescribes the application of a “single passport” and confers the supervision of EU reinsurance companies upon the supervisory authorities of the headquarters of the company. This should simplify and clarify the supervisory conditions applicable to the Group, in the EU at least. Moreover the 2005 Directive, implemented into national law, establishes regulations relating to reserves and to the Life and Non-Life solvency margins applicable to the Group as of 2008 in
Insurers appear to have put a stop to various commercial contingency commissions; a development which has spread to reinsurers in terms of the business they underwrite through brokers.
Insurance regulation in France is largely based on the requirements of EU Directives. Inconsistent application of directives by regulators in different EU member states may place SCOR’s business at a competitive disadvantage to other European financial services groups. In addition, changes in the local regulatory regimes of designated territories could affect the calculation of its solvency position and have a material adverse impact on SCOR’s business, present and future revenues, net income, cash flows, financial position, and potentially, on the price of its securities.
On July 21, 2010, President Obama signed into law the Dodd-Frank Act which effects sweeping changes to financial services regulation in the U.S. The Dodd-Frank Act establishes the Financial Services Oversight Council (“FSOC”), which is authorized to recommend that certain systemically significant non-bank financial companies, including insurance companies, be regulated by the Board of Governors of the Federal Reserve. The Dodd-Frank Act also establishes a Federal Insurance Office (“FIO”) and in limited instances authorizes the federal preemption of certain state insurance laws. The FSOC and FIO are authorized to study, monitor and report to Congress on the U.S. insurance industry and the significance of global reinsurance to the U.S. insurance market. The potential impact of the Dodd-Frank
Act on the U.S. insurance business is not clear, however, SCOR’s business could be materially and adversely affected by changes to the U.S. system of insurance regulation or its designation or the designation of insurers or reinsurers with which it does business as systemically significant non-bank financial companies.
The European Commission is focused on concluding the development of the Level 2 implementing measures that will establish the technical requirements governing the practical application of Solvency II. The Solvency II Directive will be amended by the Omnibus II Directive, a provisional version of which the European Commission published, that should be amended in early 2012 by the European Parliament. The official effective date was extended to 1 January 2014, but there could be further delays.
The new regime represents a significant change in the basis for regulating insurance business in Europe. SCOR has to review its regulatory capital structures and implement the systems, processes and cultural changes necessary to meet the new requirements.
SCOR is involved in legal and arbitration proceedings in certain jurisdictions, particularly in Europe and in the U.S. For more information on this issue, refer to “Section 20.1.6 – Notes to the financial statements, Note 27 — Litigation.”
4.4.8 SCOR’S POSITIONS ON TAX ACCOUNTS ARE SUBJECT TO AUDIT AND APPROVAL BY TAX AUTHORITIES
The design of life insurance products by SCOR’s life insurance companies takes into account a number of factors, including risks, benefits, charges, expenses, investment returns (including bonuses) and taxation. The design of long term insurance products is based on the tax legislation in force at that time. Changes in tax legislation or in the interpretation of tax legislation may therefore, when applied to such products, have a material adverse effect on the financial condition of the relevant long term business fund of the entity in which the business was written and have a material adverse impact on SCOR’s business, present and future revenues, net income, cash flows, financial position, and potentially, on the price of its securities.
4.5 Other risk 4.5.1 SCOR’S ORDINARY SHARES PRICE COULD BE VOLATILE AND COULD DROP UNEXPECTEDLY AND INVESTORS MAY NOT BE ABLE TO SELL THEIR ORDINARY SHARES AT OR ABOVE THE PRICE THEY PAID
SCOR is exposed to specific operational risks. See “Section 4.1.11 – Operational risks, including human errors or computer system failure, are inherent in SCOR’s business.” Some operational risks are transferred in whole or in part to direct insurers as follows:  The properties and other assets of SCOR and its subsidiaries
Nevertheless, these insurance covers could prove insufficient or the insurance company could possibly contest their liability and towards SCOR. This could have a material adverse impact on SCOR’s business, present and future revenues, net income, cash flows, financial position, and potentially, on the price of its securities.
5.1.4 DOMICILE AND LEGAL FORM OF ISSUER, LEGISLATION GOVERNING ITS ACTIVITIES, COUNTRY OF INCORPORATION, ADDRESS AND TELEPHONE NUMBER OF ITS REGISTERED OFFICE
SCOR SE is a European Company (Societas Europaea) governed by the provisions of Council Regulation (EC) No.
European Council Directive 2001/86/EC of 8 October 2001 supplementing the Statute for a European Company with regard to the involvement of employees, and by the provisions of French law relating to European Companies, as well as for all other matters partially covered or not covered by the SE Regulation, by the French corporate law provisions applicable to a société anonyme, where not contrary to the specific provisions applicable to European Companies.
The conversion had no impact upon the rights of the Company’s shareholders or bondholders who automatically became shareholders and bondholders of SCOR SE without any action being required on their part. They remain shareholders and bondholders in proportion to their rights acquired prior to the completion of the conversion. Thus, the financial liability of each shareholder of SCOR SE is limited to the amount of his subscription prior to the conversion. The proportion of the voting rights held by each shareholder in the Company has not been affected by the conversion into a
Specific provisions apply to the reinsurance activity of SCOR. Under the Reinsurance Directive 2005/68/EC dated 16 November 2005, implemented into French law by ordinance n. 2008-556 of 13 June 2008 and application decrees n. 2008-711 of 17 July 2008, and n. 2008-1154 of 7 November 2008, as well as regulation (arrêté) of 7 November 2008, reinsurance companies and their subsidiaries situated in a country within the European Union, are subject to state control, under the conditions defined by Book III of the French Insurance Code. The Reinsurance Directive also states rules for the offsetting of underwriting reserves by assets and the rules of acceptability of assets.
(Committee for Insurance Companies, now merged into the prudential control Authority), dated 15 July 2008.
 the authorized reinsurers in France can thus operate in the European Union and in the European Economic
Area (“EEA”) relying on the freedom to provide services and/or on establishment (branches).
 The prudential control Authority is authorized to address prevention measures and to issue warnings to the monitored company or its executives.
In the U.K., SCOR’s Non-Life subsidiaries are regulated by the Financial Services Authority while Life subsidiaries in
In Switzerland, SCOR subsidiaries apply the federal law dated 17 December 2004 as amended “Insurance Supervision
Act” and the federal law dated 20 June 2007 on Financial Market Supervision (FINMA), as amended, governing the oversight of insurance companies, which also governs reinsurance companies and stipulates that an insurance company must have sufficient assets, free of any predictable commitment, for all its activities (solvency margin).
In the United States, the Group’s reinsurance and insurance subsidiaries are regulated primarily by the insurance regulators in the state in which they are domiciled, but they are also subject to regulations in each state in which they are authorised or licensed. SCOR Reinsurance Company, the Group’s main Non-Life subsidiary in the United States, is domiciled in the State of New York and SCOR Global Life Americas Reinsurance Company, the Group’s main Life insurance subsidiary in the United States, is domiciled in North Carolina. The Group’s other subsidiaries in the United
the local regulation in each of the countries in which it operates. Industry regulation across the region typically focuses on financial stability and the basis for calculating solvency, reserves and policyholder liabilities. In many of the markets across the region, regulators have the power to revoke operating licenses, regulate shareholder structures and the participation in and the payment of dividends. Markets within the region are developing quickly with an increasing focus on governance and conduct of business.
Assurances de Paris, combined their property and casualty and life reinsurance businesses as part of a restructuring of
In July 1996, SCOR acquired the reinsurance portfolio of the American insurer Allstate Insurance Company, which doubled its then existing U.S. business.
In 2002, SCOR’s subsidiary, Investors Insurance Corporation, or IIC, signed a cooperation agreement in the life reinsurance business with the Legacy Marketing Group of California for the distribution and management of annuity products in the U.S. IIC was sold in July 2011.
On 16 May 2006, SCOR transferred all of its non-life reinsurance business in Europe, including Property & Casualty
On 21 November 2006, SCOR completed the acquisition of Revios Rueckversicherung AG (“Revios”), which secured its position as a top worldwide life reinsurer. Based in Cologne (Germany), Revios was the former Life reinsurance unit of
Following the acquisition of Converium's control, SCOR became the world’s fifth-ranking global multi-line reinsurer
Officer, a Head of Information Systems, a Head of Finance, a Head of Human Resources and a Risk Manager. The
Holding (Switzerland) then requested the deregistration of its securities with the SEC. The deregistration of the securities of SCOR Holding (Switzerland) took place on 4 September 2008. Moreover, at the request of SCOR Holding
(Switzerland), the SWX Swiss Exchange, by order dated 14 November 2007, delisted SCOR Holding (Switzerland)’s shares as from 30 May 2008.
Finance granted SCOR Global Life SE a licence to set up a representative office in Mexico, under the name of SCOR
Mexican, Central American and Caribbean markets. Effective opening of these offices occurred in January 2011.
On 18 May, 2011,SCOR Global Life opened a subsidiary in Sydney, Australia for the Australian and New Zealand markets, after the Australian Prudential Regulation Authority granted SCOR Global Life Australia Pty Limited the authorisation to conduct reinsurance business in the Australian market on 10 May 2011.
On 8 July 2011, the newly incorporated subsidiary, SCOR Alternative Investments SA, was registered by the
for the period 2010-2013, “Strong Momentum”. See “Section 6.1 — Business Overview” for further information about
Refer to Section 4.2.1 –The Group faces risks related to its fixed income investment portfolio - and 4.2.2 – The Group faces risks related to our equity based portfolio, for a description of risk management connected with its investments in debt instruments and equity securities.
On 19 February 2007, SCOR SE announced that it had irrevocably secured 32.94% of the capital of Converium. The acquisition of the 32.94% stake in Converium was achieved through market purchases (8.3%) and the acquisition of blocks of shares from Patinex AG (“Patinex”) and Alecta pensionsförsäkring, ömsesidigt (“Alecta”), representing respectively 19.8% and 4.8% of Converium’s share capital. These blocks were acquired by purchase and contributions in kind pursuant to share purchase agreements (the “Share Purchase Agreements”) and contribution treaties (the
Under the terms of the Contribution Treaties, Patinex and Alecta have committed to contribute to the Company 23,216,280 and 5,680,000 Converium shares respectively, i.e. a total of 28,896,280 Converium shares (the
AMF on 10 April 2007 under number E. 07-032 and in an additional document filed with the AMF on 23 April 2007 under number E. 07-039 (the “Document E”), for the purpose of the company’s General Shareholders’ Meeting, held on 26
for all of the publicly-held registered shares comprising Converium’s share capital, with a nominal value of 5 Swiss
Converium shareholders, in exchange for each share of Converium, (i) 0.5 share of SCOR SE; (ii) 5.50 Swiss francs and
(iii) 0.40 euro in cash, equal to 50% of the amount of the per share dividend for financial year 2006 paid out by SCOR
Offer is executed (the “Counterpart of the Offer”). The terms and conditions of the Offer are detailed in the Offer
92,969,353 Converium shares were presented for acceptance of the Offer opened from 12 June to 9 July 2007, with a supplementary acceptance period opened from 13 to 26 July 2007. The settlement/delivery of the Offer was executed according to the procedures appearing in the Offer Prospectus and SCOR proceeded to issue 46,484,676 new shares on 8 August 2007, with a unit price of EUR 18.79, including EUR 10.9130277 in issue premium and EUR 7.8769723 of face value; SCOR SE paid the Converium shareholders who contributed their shares to the Offer, a total amount of
(formerly Converium) and thus that the Group met the conditions necessary for the filing of a cancellation action with respect to the remaining shares of SCOR Holding (Switzerland) not owned by the Group, in order for the Group to become the sole shareholder of SCOR Holding (Switzerland). Such cancellation procedure is a court procedure initiated in compliance with Swiss laws before a Swiss Court pursuant to which a shareholder holding more than 98% of the voting rights of a company may request the cancellation of the shares held by the minority shareholders in consideration for a counterpart strictly identical to that offered in the context of a previous public offer. Immediately after the cancellation of the shares, the same amount of shares is issued to the benefit of the majority shareholder.
Business Court of the canton of Zurich (Handelsgericht des Kantons Zürich), the counterpart in cash and shares offered within the context of this cancellation proceedings being identical to the counterpart made by SCOR SE in the mixed public offer in Switzerland for all of the publicly-held registered shares comprising Converium’s share capital.
The order of the Commercial Court of Zurich was issued on 15 May 2008 and became effective on 20 May 2008; on 5 June 2008, the Board of Directors of SCOR SE decided, as a consideration for the 2,840,816 shares of SCOR Holding
Since 6 June 2008, all of the shares comprising the share capital of SCOR Holding (Switzerland) have been held by
On 23 December 2008, the Federal Administrative Court (“FAC”) (Bundesverwaltungsgericht) decided upon the appeal filed by SCOR against the decision rendered by the Swiss Federal Banking Commission on 13 July 2007. Pursuant to this decision, the Swiss Federal Banking Commission confirmed the position expressed by the Swiss Takeover Board in its Recommendation IV dated 9 June 2007, according to which Mr. Martin Ebner, Patinex and BZ Bank AG had acted in concert with SCOR in connection with the Offer. SCOR refutes this characterization and reaffirms that such physical person and legal entities did not act in concert with SCOR in connection with the Offer. With its decision of 23 December 2008, the FAC decided that it did not have to decide in the merits, as the Offer had been consummated and the period for the application of the best price rule had expired on 26 January 2008. In its report dated 22 April 2008 (with supplement dated 13 May 2008), the independent review body Ernst & Young had confirmed that SCOR had complied with all its obligations in connection with the Offer even if Martin Ebner and the persons directly or indirectly controlled by him had been deemed to be acting in concert with SCOR. Accordingly, the appeal was written off without judgment on the merits due to the interests in the appeal having fallen away during the procedure and the appeal therefore having become abstract. None of the parties filed an appeal against this decision of the Federal Administrative Court.
On 31 July 2008, SCOR SE entered into an agreement with the Malakoff Médéric Group, the leading Group in the
6.3 Extraordinary events influencing the principal business and markets 71 6.4 Dependency of the issuer with respect to patents or licenses, industrial, commercial or financial contracts and new manufacturing processes 72 6.5 Information on SCOR’s competitive position 73
Between 2002 and 2010, SCOR developed and implemented four three-year strategic plans to strengthen its balance sheet and achieve its profitability goals through an underwriting policy focused on profitability, including by optimum allocation of capital throughout the business cycle, and by maintaining its strong customer base and franchise in Europe,
Middle East and Africa (“EMEA”), Asia-Pacific, North America and developing countries. The Group's acquisitions of
Revios (in 2006) and Converium (in 2007) contributed to its diversification strategy by balancing the proportion of its consolidated premiums written, respectively, in its Non-Life division and in its Life division.
On 7 September 2011, SCOR presented to the public an update of its Strong Momentum plan (“SMV1.0”), called Strong
Transamerica Re, the July 2011 sale of IIC, SCOR's U.S. fixed annuity business, and the latest financial and economic developments.
SMV1.1 confirms the three main targets to be achieved during the 2010-2013 business cycle:  Optimization of the Group’s risk profile
SCOR seeks to provide a level of security to its insurance and reinsurance clients that is consistent with an "AA"
financial strength rating, based on Standard & Poor’s financial strength rating scale. Such level of security is currently estimated with its Group Internal Model GIM-SMV1.1 on the basis of a 0.05% probability of insolvency (which corresponds to the average of Moody's and Standard & Poor's expected default statistics). Although SCOR's objective is to provide an AA level of security, the Group cannot commit on behalf of the rating agencies to be rated AA.
SCOR targets a return on equity of 1,000 basis points above the three-month risk-free rate over the three year plan period. The Group considers the three-month risk-free rate to be the weighted three months daily interest rate of
The targets of SMV1.1 are supported by the consistent application of the four cornerstones of SCOR's business model, which are:  a strong franchise, achieved by deepening its presence in the local property and casualty and life markets in which SCOR operates by strengthening client relationships and through best-in-class service and product innovation, and by expanding into new markets through organic growth and through acquisitions, such as the acquisition of the mortality reinsurance business of Transamerica Re;  high diversification, achieved both by geographical presence and Non-Life business area / Life lines of business diversification, providing better stability of results and robust required capital diversification benefits;  a controlled risk appetite, on both sides of the balance sheet, respecting a moderate risk appetite; and
(3%); - contingent capital securities, which are designed as tools of last resort. See "Section 20.1.6 Financial
Board of Directors in connection with the review of new strategic plans, based on recommendations from the Group’s executive management committee and the Risk Committee of the Company’s Board of Directors (the “Risk Committee”).
Risk preferences are qualitative descriptions of the risks which SCOR is willing to accept. The Group aims to cover a wide range of reinsurance risks and geographical areas. However it has no desire to take operational, legal, regulatory, tax and reputation risks (but this does not mean that the Group are immune to these risks). This choice of risk preferences determines the risks to be included in the Group’s underwriting guidelines.
Company’s Board of Directors defines and approves risk tolerance limits for the Group by line of business, asset class and extreme scenario in order to ensure that the Group’s risk profile remains aligned with its risk appetite framework.
Reinsurance also provides ceding companies with the necessary financial capacity to increase their underwriting capabilities in terms of both number and size of risks. Reinsurance, however, does not discharge the ceding company from its liability to policyholders. Reinsurers themselves may feel the need to transfer some of the risks underwritten and/or some of the accumulated exposures derived from such risks to other reinsurers (known as retrocessionaires).
Reinsurance provides four essential functions:  it offers the direct insurer greater security for its equity and solvency, as well as protection against the potentially high volatility of results when abnormally high frequency or severity of losses or events occur, by covering the direct insurer above certain contractually set amounts per event or in the aggregate;  it allows insurers to increase the maximum amount they can insure for a given loss or series of losses by enabling them to underwrite a greater number of risks, or larger risks, without excessively raising their need to cover their solvency margin and, therefore, to increase their shareholders’ equity;  it makes substantial quantities of liquidity available to insurers in the event of major loss events; and
In addition, reinsurers may also provide advisory services to ceding companies by:  defining their reinsurance needs and devising the most effective reinsurance program to better plan their capital needs and solvency margin;  supplying a wide array of support services, particularly in terms of the sharing of know how, best practices and risk assessment, modeling and management tools;  providing expertise in certain highly specialized areas such as the analysis of complex risks and risk pricing; and
The Group is organized into two operating divisions and one corporate cost center Group Functions. The operating divisions are: the SCOR Global P&C division, with responsibility for the property and casualty insurance and reinsurance
“operating segments.” Each operating division underwrites different types of risks and offers different products and services, which are marketed via separate channels; responsibilities and reporting within the Group are established on the basis of this structure.
Financing Reinsurance; Disability; Long Term Care; Critical Illness; Health; Annuities; and Personal Accident. Longevity reinsurance is reported as part of the Life line of business.
SCOR also writes a small amount of direct insurance, primarily on a business-to-business basis to cover certain non-life large industrial risks through the Business Solutions business area of SCOR Global P&C. For a description of products and services, see Section 6.1.2.1 – Non-Life reinsurance. Before the sale of Investors Insurance Corporation SCOR
As of 1 January 2011, the cost allocation estimation methodology of the Group was refined, including with respect to the preparation of division information, resulting in the creation of a new cost center, which is referred to in this Registration
Document as “Group Functions”. Group Functions is not an operating division and does not generate revenues. The costs in Group Functions are Group related costs that are not directly attributable to either the Non-Life or Life division.
Group Functions includes the cost of departments fulfilling duties for the benefit of the whole Group, such as the costs for Group Internal audit, Group Chief Financial Officer functions (Group Tax, Group Accounting, Group Consolidation and Reporting), Group Chief Operating Officer functions (Group Legal, Group Communication, Group Human Resources)
The Group organizes its operations around six regional management platforms, or Hubs: Cologne, London, Americas
(U.S.), Paris, Singapore (Asia Pacific) and Zurich. Each of the Hubs has local, regional and Group responsibilities, with heads of each Hub reporting to the Group Chief Operating Officer. Each Hub includes the following functions: a Legal and Compliance Officer, a Head of Information Systems, a Head of Finance, a Head of Human Resources and a Risk
SCOR Global P&C and SCOR Global Life, through their respective legal entities, are leading global reinsurers, executing an underwriting policy focused on profitability, developing value-added services and adhering to a cautious financial policy. Thanks to its two operating divisions, as of 31 December 2011, the Group serves more than 4,000 clients throughout the world. It believe that its strategy of offering both non-life and life products provides SCOR with well-balanced diversification benefits (both in terms of risks and markets), which represent a key cornerstone of its strategy.
Netherlands, Canada and in Asia as well as through SCOR Global Life Americas in the U.S., SCOR Global Life
SCOR’s Non-Life division is divided into four business areas:  Property and Casualty Treaties;  Specialty Treaties;  Business Solutions (large corporate accounts underwriting essentially on a facultative business/occasionally direct insurance); and
SCOR's Property and Casualty Treaties business area underwrites proportional and non-proportional reinsurance treaties.
SCOR's property treaties typically cover damages to the underlying assets or direct or contingent business interruption losses caused by fire or other perils, including natural catastrophes, in personal lines, including automobile and industrial and commercial lines of business.
The reinsurance of credit insurance, surety commitments and occasionally political risk is managed by the SCOR Global
Engineering insurance, which is divided into Construction All Risks and Erection All Risks insurance, includes basic
Property and Casualty coverage and may be extended to the financial consequences of a delay in start-up (advanced loss of profits) caused by losses indemnifiable under basic Property and Casualty coverage. Within the Engineering
In order to address the increased risk and the coverage needs associated with agriculture, the Group has been strengthening its agricultural risks underwriting teams since 2006 to provide reinsurance solutions in the field of multiple peril crop insurance, aquaculture insurance, forestry insurance and livestock insurance. SCOR underwrites these risks through treaties and facultative reinsurance.
The Group's activity in the Business Solutions business area covers all insurable risks of industrial groups and services companies. These risks are underwritten primarily through facultative reinsurance contracts by SCOR's specialized teams deployed as an international network around two main business departments: “Natural Resources” and “Industrial
Provides coverage to midstream and downstream business (main business sectors being oil and gas, refining, petrochemicals, liquefaction, gasification, power generation and distribution, new energy sources and mining), and to upstream business (exploration and production, offshore construction) and shipbuilding industrial groups and oil services companies.
Business Solutions is aimed at risk managed enterprises and professional buyers seeking global risk financing solutions.
Comprehensive General Liability, Product Liability or Professional Indemnity, the risks involve insured amounts which typically are beyond the ceding companies’ own means.
Industrial clients are particularly sensitive to the ratings of the reinsurers that cover their risks. See “Section 4 – Risk
Factors, 4.1.9 Financial ratings play an important role in SCOR's business.”
SCOR's Joint Ventures and Partnerships business area has historically included the provision of capital to third party businesses, including Lloyd’s syndicates. SCOR is the sole capital provider for the new syndicate, Channel Syndicate 2015. SCOR also offers professional indemnity insurance to the members of MDU (Medical Defense Union), a leading medical defense organization based in the U.K., under a 10 years joint venture agreement.
In connection with the October 2007 acquisition of Converium, SCOR Global Life inherited certain retrocession liabilities with regard to Guaranteed Minimum Death Benefit "GMDB" rider options attached to variable annuity policies written in the U.S. Business of this type is not within the usual scope of the SCOR Global Life underwriting policy. These treaties are all in run-off and, as of 31 December 2011, cover in total approximately 0.6 million policies written by two cedants.
The other seven lines of business currently underwritten by SCOR's Life division are: Life Financing reinsurance
SCOR Global Life is a market leader in reinsurance of CI in the U.K. It leverages experience and expertise from the U.K.
SCOR Global Life was until the sale of this business on July 18, 2011 present in the fixed annuity market in the U.S., as a reinsurer of IIC, a member of the Group. The products provided either the performance of an index (often the S&P 500)
SCOR's underwriting covers reinsurance in Non-Life and Life and occasionally insurance in Non-Life. Such underwriting is conducted through duly authorized subsidiaries and branches of the Group, as well as from the Group’s Lloyds syndicate (Channel Syndicate 2015).
Business overview, 6.1.4 Retrocessional reinsurance” below for a description of the use of retrocession. SCOR's Non-
Group purchases protection beyond certain levels of severity of losses or impact of events. In particular, it has a global retrocession program, which is revised annually, and which provides partial coverage for catastrophic events, on an occurrence basis. The retrocession program includes both traditional retrocession as well as the use of alternative risk transfer solutions (e.g., the multi-year securitization of catastrophic risk in the form of ILS and mortality swaps and the issuance of contingent capital securities). See “Section 6 — Business overview, 6.1.4 Retrocessional reinsurance”
The Group's underwriting teams are supported by the SCOR Global P&C Underwriting Management function, located in the Group’s Paris Hub. This function provides worldwide treaty and facultative underwriting guidelines, policies regarding the delegation of capacity, underwriting support to specific lines of business or individual risks when required, ceding company portfolio analysis and risk surveys and is responsible for monitoring and referral of non-standard business.
Most of SCOR's facultative underwriters work in the Business Solutions business area of SCOR Global P&C, which operates worldwide. This business area is dedicated to large corporate businesses and is geared to provide the clients of SCOR Global P&C with solutions for coverage of large conventional risks. The underwriting of facultative in support of
to be performed and documented before the pricing is completed. SCOR Global P&C employs a data system which allows management to monitor and review the results from the pricing tools.
Underwriting cross-reviews are initiated by SCOR Global P&C Risk Management to evaluate the quality of underwriting of particular underwriting units or certain lines of business, to identify risks, to assess the appropriateness and effectiveness of controls and to propose risk-management measures, including mitigating actions.
products includes premium adjustment clauses. In the case of LTC, the premium adjustments are designed to offset potentially improving longevity. In the case of CI, premium adjustments mitigate potential negative impacts on future claims patterns due to a general deterioration in health and improved medical diagnosis.
The underwriting of life business within the Group is under the worldwide responsibility of SCOR Global Life. The clients are life, pension or accident and health insurance companies worldwide. They are served by SCOR's specialized underwriters and actuaries who are familiar with the specific features of the markets in which they operate, in particular with local lines of business and policy conditions as well as the technical specifics such as mortality tables, morbidity incidence rates and persistency. In the Life underwriting process, consideration is typically given to the quality of the client’s medical and financial underwriting standards, the target clientele of the ceding company as well as past experience to the extent credible data is available.
Immediately after the acquisition of the mortality portfolio and the operations from Transamerica Re in 2011 SCOR
Global Life launched a project to integrate teams, processes and systems to create a uniform business platform.
However, in some extreme scenarios Non-Life and Life risks and financial market and credit risks could accumulate.
This exposes SCOR to accumulation and/or correlation risks which are difficult to quantify.
Reinsurance can be written through professional reinsurance brokers or directly from ceding companies. The involvement of a broker in the placement of a reinsurance contract is a decision belonging to the ceding company, which depends on local market practices, the cedant’s worldwide reinsurance market knowledge, the complexity of the risks the cedant intends to transfer and the corresponding available reinsurance capacity in the market, the cedant’s capability and resources to structuring a market submission data, placing risks and administrating the placements. In most of the cases, reinsurance programmes are syndicated to several reinsurers.
For the year ended 31 December 2011, Non-Life wrote approximately 64% of gross written premiums through brokers and 36% through direct business, while Life wrote approximately 12% through brokers and 88% through direct business.
Benfield with approximately 4% of the Life total gross written premiums and Nasco Karaoglan with approximately 1%.
Direct placement of reinsurance enables SCOR to access clients who prefer to place their reinsurance directly with reinsurers based upon the reinsurer’s in-depth understanding of the ceding company’s needs.
The Group's P&C Claims & Commutations function, located in its six Hubs, is in charge of the implementation and overview of the overall claims handling policy for SCOR Global P&C, implementing worldwide control and reporting procedures and managing commutation of claim portfolios.
Catastrophe management is split into three sections under SCOR Global P&C: portfolio accumulation, optimization and procedures; research and development; and modeling in support of underwriting. Descriptive guidelines for each of the main business processes are available: ‘catastrophe methodologies’, ‘data quality & modeling’, ‘accumulation control’, ,
For all SCOR's property business, it evaluates the accumulations generated by potential natural events and other risks.
Pursuant to the rules and procedures, Regional Managers from SCOR’s natural catastrophes risks modeling team monitors the structure of the portfolio for each region or country and the data is consolidated under the supervision of the
See section 9 Operating and Financial review for certain data regarding SCOR's catastrophe loss experience
as received by the client companies. Through this system, an accumulation control is carried out and risks under which the accumulated exposure exceeds SCOR Global Life’s retention are identified and retroceded to a pool of retrocessionaires. The retention limits are revised regularly.
When a claim is reported to the ceding company, its claims department establishes a reserve corresponding to the estimated amount of the ultimate settlement for the claim. The estimate is based on the cedant’s own methods of evaluation. The ceding company reports the claim and its suggested reserve amount to the Group entity with which it concluded its contract of reinsurance. The Group records the ceding company's suggested reserve and is free to establish greater or smaller reserves based on the review and analysis by the Group's claims division and internal actuaries. Such greater or smaller potential reserves are based upon the consideration of many factors, including the level of the commitments, seriousness of the claims and the Group's assessment of the ceding company's claims'
December 2009. Continuing this strategy to diversify retrocession sources, the Group issued two similar cat bonds, Atlas
successfully placed a new cat bond, Atlas VI Capital Limited Series 2010-1, which provides the Group with EUR 75 million of protection against European windstorms and Japanese earthquakes for a risk period extending from December 10, 2010 to March 31, 2014. This transaction succeeds Atlas IV, which matured on 31 December 2010 and provided similar geographical cover of EUR 160 million. On 12 December 2011 the Group successfully placed a new cat bond,
Atlas VI Capital Limited (“Atlas VI”) Series 2011-1 and 2011-2, which will provide SCOR with USD 270 million of protection against U.S. hurricanes and earthquakes and EUR 50 million of protection against European windstorms, for a risk period extending from December 13, 2011 to 31 December 2014 for the U.S. series and March 31, 2015 for the
Chase & Co. (“JP Morgan”) pursuant to which it will receive up to a nominal amount of USD 100 million and EUR 36 million in the event of a significant rise in mortality rates due to major pandemics, natural catastrophes or terrorist attacks.
In 2009, SCOR Global Life extended the protection offered by the 1st tranche by arranging an additional tranche with a lower attachment point (the “2nd tranche” and together with the 1st tranche, the “Mortality Swaps”). The Mortality Swap reduces SCOR’s exposure to major mortality shock events.
Section 20.1.6 – Notes to the consolidated financial statements, Note 26 – Insurance and Financial Risk – Credit Risk
Credit Risk for a description of SCOR's exposures to sovereign bonds.
Interest rate risk is managed within the Group primarily at two levels. At the level of each entity, the Group takes into account the regulatory and accounting constraints. At the Group level, SCOR reviews its consolidated investment portfolios in order to identify the overall level of risk and return. It uses analytical tools which guide both its strategic allocation and local distribution of assets. Sensitivity to changes in interest rates is generally analyzed on a weekly basis.
Transamerica Re assets and the organic growth of the asset book which more than compensated the sale of SCOR’s subsidiary IIC, and its related assets, to Athene Holding Ltd.
December 2011 in line with the target set forth in Strong Momentum V1.1 of optimizing the risk profile of the Group. Most of the equity investments were in European companies with large market capitalization.
December 2011 of which EUR 1,688 million was invested in government bonds of countries within the EU (excluding the
Greece, Ireland, Italy, Portugal, and Spain was EUR 84 million, primarily in Italy. SCOR's total exposure to structured and securitized products in its investment portfolio was EUR 681 million at 31 December 2011.
The liquidity, defined as cash, cash equivalent and short term investments, has increased from EUR 1,266 million at 31
December 2010 to EUR 3,055 million at 31 December 2011 in order to temporarily protect the investment portfolio and will be quickly reinvested as soon as the current market turmoil recedes.
For further detail on the investment portfolio for the years ended 31 December 2011 and 2010 see “Section 20.1.6 —
Notes to the consolidated financial statements, Note 6 — Insurance Business Investments". For a table summarizing the investment income of SCOR for the years ended 31 December 2011, 2010 and 2009 see “Section 20.1.6 — Notes to the consolidated financial statements, Note 20 – Investment income.”
The following table details the distribution by category of investment of SCOR’s total investments and cash, by net carrying value: Consolidated Investments
Fair value through income equity investments 89 0.4% 31 0.1% 41 0.2%
See Section 20.1.6 — Notes to the financial statements, Note 6 — Insurance Business Investments for a breakdown of amortized costs and estimated fair values of fixed income investments by major type of security, including fixed income securities held to maturity and available for sale as of 31 December 2011, 2010 and 2009.
The following table presents SCOR’s fixed income securities by counterparty credit quality, including fixed income securities classified as trading, at 31 December 2011 and 2010: As at December 2011 As at 31 December 2010
Total 8,372 100.0% 10,197 100.0% See “Section 20.1.6 — Notes to the financial statements, Note 6 — Insurance Business Investments” for a breakdown of fixed incomes securities included in the Group’s portfolio by remaining maturity at 31 December 2011.
Transamerica Re acquisition completed on 9 August 2011 was approximately 48% for Life reinsurance and 52% for Non-Life reinsurance based on gross written premiums.
America as well as establishing a new subsidiary in Australia covering the Australian and New
and 20% of its gross written premiums in Asia and in the rest of the world (20% for the year ended 31 December 2010).
Furthermore, the Group’s senior management has demonstrated a consistent business strategy.”
On 10 September 2010, A.M. Best upgraded the Insurer Financial Strength and Long-Term Credit and ratings of SCOR
SE and its main subsidiaries from “A-” to “A”(Excellent) and “a-” to “a” respectively. According to the rating agency, this decision reflects “the continuing resilience of SCOR’s risk-adjusted capitalization, its consistent operating performance and the quality of its enterprise risk management”.
to “positive” for Insurer Financial Strength (IFS) and Long-term Issuer Default Ratings (IDRs). Fitch notably indicates that this upgrade took account of “the resilience of the group’s financial strength, due to its conservative investment policy, reduced debt leverage and continued strong capital adequacy amid volatile financial markets and a less favorable claims environment. The ratings also took SCOR’s strong business and risk diversification, solid business position and resilient profitability into account”.
On 6 March 2010, STOXX announced SCOR’s addition to its “EuroStoxx Select Dividend 30” index. The underlying component data (new numbers of shares and free-float factors) for all indices have been announced on March 12, 2010 after the close of European markets. The listing became effective on 19 March 2010 after the close of the European markets. SCOR SE was chosen as one of five new securities to join the EuroStoxx Select Dividend 30 (which is an index listing the 30 most attractive European companies in terms of dividends).
Please refer to Section 4.1.6 – SCOR may be adversely affected if its cedants, retrocessionaires, insurers or members of pools in which it participates do not respect their obligations, 4.1.10 – A significant portion of our contracts contains provisions relating to financial strength which could have an adverse effect on its portfolio of contracts and its financial position, 4.1.11 – Operational risks, including human errors or computer system failure, are inherent in SCOR business, 4.2.1 – SCOR faces risks related to its fixed income investment portfolio, 4.2.2 – SCOR faces risks related to its equitybased portfolio, 4.3 – Liquidity risks, 4.5 – Insurance of specific operational risks (excluding reinsurance activity).
Everest Re). Also Lloyd’s of London is recognized as a major competitor.
On the 10 February 2011, SCOR announced that the January 2011 Non-Life renewals confirmed SCOR’s excellent position in the reinsurance industry, as well as the validity of its hypotheses on the evolution of the reinsurance environment released in September 2010 in Monte Carlo in anticipation of the renewal season.
Concerning the Treaty P&C renewals: The total volume of premiums renewed at 1 January 2011 increased by 15% to EUR 1,533 million, against EUR 1,335 million up for renewal (69% of Treaty P&C annual volume). Besides the two above-mentioned deals, SCOR continues to actively execute its portfolio management strategy by further expanding Non-proportional business and improving geographic diversification towards Asia and the Americas.
In terms of business mix, the significant growth in Motor takes advantage of primary insurance re-pricing in some markets (e.g. UK). In overall stable price environment, 6% growth is recorded in Property Proportional by deepening and re-activating existing relationships in emerging markets, such as China and South Africa, but also in Eastern and
In Motor Non-proportional, a very contrasted situation between markets has led to a differentiated approach such as reduced premiums in France while increasing in Canada or in USA with regional cedants and 6% growth.
Concerning the Specialty Treaty: SCOR’s franchise is once again fully affirmed and Specialty Treaty business has kept on growing, with premiums up by 9% to EUR 523 million from EUR 479 million up for renewal (61% of annual volume). SCOR’s teams compensate for 6%
or EUR 31 million of business cancelled, by writing EUR 15 million of additional business with existing clients and EUR
In a competitive large corporate segment facing price reductions driven by over-capacity, following a year of very low claims activity, Business Solutions maintains the volume of its business (EUR 179 million for both 2011 and 2010).]The renewals of April (+13%), have confirmed those of January 2011 (+13%) as well as the Group’s excellent positioning on all markets.
On 25 July 2011, SCOR announced it delivered an excellent 22% growth on its Non-Life Treaties and Specialties, at constant exchange rates, on the EUR 320 million premium coming up for renewal at mid-year, with a weighted average price increase across all markets and all lines of business of slightly above 2.0%, meeting all internal profitability targets.
The pricing momentum on Property Cat lines became more marked beyond the markets affected by losses and started to expand to Property Non-Cat lines. In this moving business environment, the price increase of US Cat exposed contracts varied between 10% to 15% in June and 5% to 10% in July.
Irish entity per closing date. It was financed by SCOR without the issuance of new shares.
In January 2001, SCOR Global Life SE, a subsidiary of SCOR SE opened a new office in Mexico and reinforced its organisational structure in Latin America, a rapidly growing Life reinsurance region.
In May 2011, SCOR Global Life SE opened a new subsidiary in Australia covering the Australian and New Zealand markets. The new subsidiary offers attractive and profitable opportunities for the Group, as the next phase in its continued growth in the Asia-Pacific region.
The premium increase of 19% to EUR 3,620 million in 2011 was driven by EUR 677 million from the Transamerica Re acquisition, offsetting the slight reduction due to the US annuity business disposal (EUR 32 million) and a negative FX
Reinsurers, becoming the #2 provider in North America by new business volume (Source: 2010 Munich American SOA
The evolution of life reserves follows SCOR Global Life’s strategic portfolio management. The Long Term Care business in France produced new reserves of EUR 116 million and in Life Financing Reinsurance SCOR built up additional reserves of EUR 138 million from contributions due in long-term engangements.
The main operational entities of the Group are presented in the chart below:
The Group is a twin engine group driven by SCOR Global Life and SCOR Global P&C SE. Mobilization of skills and expertise, a balance among teams from different entities of the Group, operating efficiency, simplicity of structures, and clarity of reporting lines were the principles that guided the Group's organisational choices.
SCOR Global P&C SE. SCOR Global P&C SE carries out its operations through European branches in Spain, Italy,
The Life division operations are conducted primarily under the supervision and management of the SCOR Global Life
Austria, Netherlands, Canada and in Asia, as well as through SCOR Global Life Americas in the U.S., SCOR Global Life
French subsidiaries and branch offices, the Group encourages professional development and training across its various geographic markets and business lines.
On 29 October 2008, SCOR announced the creation of SCOR Global Investments SE, which is contemplated to manage, directly or indirectly, the global investment portfolio of all the Group’s legal entities. SCOR Global Investments SE has been approved by the AMF as a portfolio management company as from 15 May 2009. On 8 July 2011, the newly incorporated subsidiary, SCOR Alternative Investments SA, was registered by the Commission de Surveillance du
Secteur Financier (CSSF) in Luxemburg as a company in charge of the management of the portfolio of assets specialized in the asset class, known as “Insurance-Linked Securities” (ILS).. On 31 August, 2011, SCOR launched
Group subsidiaries. Finally, SCOR SE acts, as needed, as retrocessionaire for its two operational subsidiaries through quota share treaties renewed annually which form the instrument for internal control within the Group through the annual allocation of capital to the operating subsidiaries based on the profitability expected from their underwriting. The contracts that formalize the relationships between SCOR SE and its subsidiaries are presented in:  Section 19 – Related Party Transactions, and in
In connection with the implementation of the New SCOR project, which was announced in June 2005, SCOR transferred, by way of spin-off, all of its Non-Life reinsurance business in Europe, including Property & Casualty Treaties (Specialty
Treaties, Business Solutions (facultative) and Major Corporate Accounts to Société Putéolienne de Participations (the
SE conducts its operations in Italy, in Spain, in Switzerland and in Germany through its branches, as SCOR Global Life
SE does. SCOR Global P&C SE has been the first company in Europe to complete a tripartite merger involving three different jurisdictions in the formation of a Societas Europaea.
Shareholders’ Meeting of each of the companies of the adoption of the Societas Europaea statute.
SCOR Global Investments SE has also been incorporated as a Societas Europaea.
AM Best, the Group announced a change in its Non-Life reinsurance structures in the United States. This change, which was completed on 31 December 2006, is two-fold: first, SCOR Reinsurance Company acquired 100% of the capital of
GSINDA, a company specializing in underwriting “surplus lines”, with a primary insurance license in the United States and, secondly, SCOR acquired GSNIC, an entity entirely dedicated to run-off, from SCOR Reinsurance Company (a subsidiary indirectly wholly owned by SCOR). In this restructuring, SCOR contributed USD 80 million to SCOR
Following the acquisition of Revios by SCOR VIE on 21 November 2006, SCOR began restructuring the Life
Risk Partners Ltd and Commercial Risk Re-Insurance Company – have been consolidated. The process required an amalgamation of Commercial Risk Partners Ltd and Commercial Risk Re-Insurance Company with GSNIC. The assets, liabilities and surplus of Commercial Risk Partners Ltd and Commercial Risk Re-Insurance Company have been added to GSNIC in their entirety and the shares of GSNIC held by SCOR SE have been contributed to SCOR US Corporation
On 19 July 2011, SCOR finalised the sale of its subsidary Investors Insurance Corporation (IIC) to Athene Holding Ltd., as initially announced on 16 February 2011. This sale of SCOR’s US fixed annuity business, for USD 55 million, is in line with the Group’s strategy to develop its Life reinsurance activities around biometric risks, as set out in the Group’s
strategic plan for the period 2010-2013, “Strong Momentum”. The transaction is also freeing up significant regulatory and rating capital.
Each of the Hubs has local, regional1 and Group responsibilities, with the heads of each Hub reporting to the Group
Information Systems, a Head of Finance, a Head of Human Resources and a Risk Manager. This organization enables:  SCOR’s operational structures and support functions to be optimized by creating service entities in charge of managing pooled resources, including information systems, human resources, legal and others in the Group’s main locations; and
Transamerica Re, Charlotte, North Carolina, has become a key location for the Life division. As part of the integration of the Transamerica Re business, Charlotte will join New York as a key competence center of the Americas Hub.
Affiliates;  Section 20.1.6 – Notes to the Consolidated Financial Statements – Note 24: Related party transactions;  Section 25 – Information on Holdings;  Section 7.1.1 – Group operating companies as concerns the role of SCOR towards its subsidiaries;  Section 20.1.6 – Notes to the Consolidated Financial Statements Note 3 – Acquisitions and disposals as concerns the financial equation of the acquisitions of entities in 2011;  Section 20.1.6 – Notes to the Consolidated Financial Statements, Note 3 – Acquisitions and disposals as concerns the share of the entities acquired in 2011 income included in the Group’s consolidated income;  Section 14 – Administrative and management bodies as concerns the duties carried out in the subsidiaries by the Managers of the issuer;  Section 7.1 – Brief description of the Group and of the position of the issuer as concerns the economic organization of the Group; Paris Hub : South Africa, Russia and the whole Europe except Germany, Switzerland, Sweden and UK ; Zurich Hub : Switzerland and one subsidiary in Guernsey ; Koln
Hub : Germany, Austria and Israël ; London Hub: UK, Ireland and Sweden; Singapour Hub: the whole Asia, Australia ; Américas Hub: North America and South America.
 Section 19.3 – Special report of the Auditors on related party agreements with regards to the financial flows between the issuer and its subsidiaries and their nature; and
8.1 Major existing or planned property, plant and equipment 86 8.2 Environmental issues that may affect the utilization of property, plants and equipment 87
SCOR owns offices in Paris (France), Cologne (Germany), London (U.K.), Singapore and Madrid (Spain), where its local entities and subsidiaries have their corporate offices, and the remainder of the space is leased to third parties as part of its investment management business. The Group leases office space for its other business locations. It leases space separate from its head office for the purpose of safeguarding its data storage facilities in case of emergency. The Group believes that the Group’s offices are adequate for its current needs. The material real estate that the Group owns is located in Paris, Cologne and London.
KanAm requested financial guarantees based on the Group’s credit rating and the term of the lease, the benefit of which was transferred to Compagnie La Lucette. SCOR leases space separate from its head office for the purpose of safeguarding its data storage facilities in case of emergency. For more detail on these guarantees see Appendix A –
In July 2011, SCOR finalized the acquisition of a company whose primary asset is an office building in Paris (5, avenue
Refer to the environmental report in Appendix C – Environmental impact of SCOR’s activity.
The financial data of the SCOR Group is presented in Section 3 – Selected financial data and in Section 20.1 –
Contingent Capital first tranche on 6 July 2011. After dividend 2011 payments, shareholders’ equity increased from EUR
The Group’s short term liquidity position, which is well diversified across a limited number of banks and placed primarily in government securities and short-term investments with maturity less than 12 months, stands at EUR 3.1 billion at the end of 2011 up from EUR 1.3 billion at the end of 2010 (EUR 1.7 billion at 31 December 2009).
Positive operating cash flow amounted to EUR 530 million in 2011, compared to EUR 656 million in 2010 (and EUR 851 million in 2009) with strong contributions from both Life and P&C operations. The reduction in 2011 cash flow was mainly due to SCOR Global P&C payments in respect of catastrophe losses and to timing of cash flows for SCOR Global Life.
Total investment and cash, amounted to EUR 21.4 billion at 31 December 2011 as compared to EUR 20.9 billion and
The Group has a financial debt leverage position of 18.1 % at 31 December 2011, as compared to 9.9 % at 31 December 2010 and 14.6 % at 31 December 2009. This ratio is calculated as the percentage of subordinated debt(1)
Book value per share stands at EUR 23.83 at 31 December 2011 as compared to EUR 23.96 and EUR 21.80 at
(1) In respect of the CHF 650 million subordinated debt issuance, SCOR entered into cross-currency swaps which exchanges the CHF principal and coupon into
This section includes comments on both the current year operating results as well as comparisons to prior years.
Index Annuity Business (EIA) due to the sale of SCOR’s US fixed annuity business on 19 July 2011. SCOR Global Life did not write any EIA business in 2011 compared to EUR 32 million in 2010.
Gross written premium for the year ended 31 December 2010 amounted to EUR 6,694 million, an increase of 4.9% at current exchange rates as compared to EUR 6,379 million for the same period in 2009. The overall increase in gross written premium of EUR 315 million in 2010 is due to an increase for SCOR Global P&C of EUR 398 million and a decrease of EUR 83 million for SCOR Global Life, driven by the deliberate reduction in the US Equity Index Annuity
Net earned premium for the year ended 31 December 2011 amounted to EUR 6,710 million as compared to EUR 6,042 million and EUR 5,763 million for the years ended 31 December 2010 and 2009, respectively. The overall increase in net earned premium of EUR 668 million from 2010 to 2011 and EUR 279 million from 2010 to 2009 is consistent with the increase in gross written premiums.
Investment income for the year ended 31 December 2011 amounted to EUR 665 million as compared to
EUR 708 million and EUR 514 million for the years ended 31 December 2010 and 2009, respectively (1). The net return on investments in 2011 was 3.2% compared to 3.4% in 2010 and 2.6% in 2009 (2).
Gross benefits and claims paid were EUR 5,654 million, EUR 4,791 million and EUR 4,684 million in 2011, 2010 and
The net results of the Group’s retrocession program were EUR (7) million, EUR (160) million and EUR (136) million in
Atlas V and Atlas VI amounted to EUR 28.0 million, excluding one-time issuance costs totaling EUR 1 million included as financing expenses. The 2011 cost relating to the mortality swaps is included in investment income for EUR 6 million (in 2010: EUR 6 millions). In 2009, this cost amounted to EUR 5.5 million.
(1) The investment income published was EUR 690 million and EUR 503 million for 2010 and 2009 respectively. The difference is due to the creation of a new cost center unit (see Section 20.1.6.2 – Segment information). (2) The published net return on investments was 3.2 % and 2.5 % in 2010 and 2009 respectively. (3) On a published basis, Gross benefits and claims paid were EUR 4,782 and EUR 4,674 in 2010 and 2009 respectively.
The Group cost ratio, calculated as the total of all management expenses less certain non-controllable expenses (e.g.
Investment asset portfolio management, the positive technical developments of SCOR Global Life and by SCOR Global
SCOR generated net income of EUR 330 million in 2011, compared to EUR 419 million and EUR 371 million for the years ended 31 December 2010 and 2009. Although 2011 was affected by an extraordinary series of natural catastrophes, especially in the first and final quarters of the year, the results benefited from a positive underlying performance of SCOR Global P&C and SCOR Global Life, a prudent asset management policy which safeguarded shareholders’ interests whilst delivering solid returns and a gain from bargain purchase related to the acquisition of the mortality business of Transamerica Re of EUR 127 million. In 2010, the Group benefited from the favorable tax law change in France regarding the taxation of the statutory capitalization reserve resulting in a positive impact of EUR 42 million as well as from the reactivation of the last set of deferred tax assets of the Non-Life entities in the USA. In 2009, the successful turnaround of SCOR Global P&C's US operations led to the reactivation of EUR 100 million in deferred tax assets.
Basic earnings per share were EUR 1.80, EUR 2.32 and EUR 2.06 for the years ended 31 December 2011, 2010 and 9.2.2 SCOR GLOBAL P&C
In 2009, the P&C Division successfully completed the integration of the Ex-Converium operations by transferring the reserves portfolio between entities in order to align the overall management of the activity with the current location of the underwriting.
In 2011, gross written premiums have increased by 8.8 % at current exchange rate to EUR 3,982 million versus EUR
In 2010, gross written premiums increased by 12.2% at current exchange rate to EUR 3,659 million versus EUR 3,261 million in 2009. Due to its improved standing in the industry and its continued momentum, SCOR Global P&C delivered strong January, April and July renewals confirming the strength and depth of SCOR 's business franchise.
(4) The published Group cost ratio was 5.6 % at 31 December 2010 and 5.5 % at 31 December 2009. The total expense base previously published was EUR
404 million in 2010 and EUR 389 million in 2009. The difference is due to the creation of a new cost center unit (see Section 20.1.6.2 – Segment information).
SCOR Global P&C achieved a net combined ratio of 104.5 % in 2011 and 98.7 % in 2010 (5). The deterioration of the net combined ratio is attributable to the exceptional impact of natural catastrophes particularly the first half and last quarter of 2011. Natural catastrophes had a 18.5 % impact on the Group net combined ratio for year end 2011 compared to a 9.6 % impact in 2010. The net combined ratio in 2009 was 98.1 %. It would have been 96.1 % excluding 2 points from the one-off WTC arbitration outcome of EUR 39 million after tax. The deterioration of the net combined ratio in 2010 compared to 2009 is fully attributable to the exceptional impact of natural catastrophes particularly during the first quarter 2010. In 2010, these natural catastrophes had a 9.6 % impact on the net combined ratio as of 31 December 2010
The following table highlights losses due to catastrophes for the years 2011, 2010, and 2009: At 31 December
Losses and loss adjustment expenses due to catastrophes, gross 949 346 153
Losses due to catastrophes, net of retrocession (4) 636 317 153
South Africa, hail storm in Austria and Switzerland, typhoon Morakot in Taiwan, floods in Turkey and earthquake in Japan (6) Earthquakes in Chile, Haïti and New Zealand, floods in Saudi Arabia, Eastern Europe, China, Pakistan, Poland, Germany and Australia, storm Xynthia,
(7) Earthquakes in Japan and New Zealand, floods in Australia, Denmark, Thailand and Montana (USA), cyclone Yasi (Australia), hurricane Irene (USA), Tornadoes and storms in the USA, forest and wildfires in Canada and Texas (USA).
(*) Resulting from best apportionment recoveries from Annual Aggregate cover based on expected payment patterns and subject to further adjustment depending upon actual payment patterns.
 The impact of other natural catastrophes (less than EUR 10 million) which occurred in 2010 amounted to EUR
51 million. As at December 31, 2011, the revised impact of these events is EUR 57 million.
In 2009, SCOR was affected by the following catastrophes which resulted in net estimated losses greater than EUR 10 million:  Wind storm Klaus (January 2009) in Europe and particularly in France ; the original cost of the claim, net of retrocession and reinstatement premium amounted to EUR 62 million at 31 December 2009. As at December 2010, the revised impact was EUR 53 million. As at December 2011, the recorded impact has been revised to
December 2009. As at December 2010, the revised impact was EUR 28 million. As at December 31, 2011, no change in the estimated impact.
67 million at 31 December 2009. As at December 2010, the revised impact was EUR 73 million and has decreased by EUR 2 million as of December 31, 2011.
 Additionally, in 2009, there was only one non natural catastrophe loss in excess of EUR 10 million. This was a business solutions claim which resulted in an impact of EUR 18 million, gross and net of retrocession. As at 31
As per 19 July 2011 SCOR has finalised the sale of its subsidiary Investors Insurance Corporation (IIC) to Athene
On 9 August 2011 SCOR acquired the mortality risk reinsurance business of Transamerica Re (see section 5.1.5
In Europe, SCOR Global Life has maintained its strong market position. Additionally, SCOR entered into the UK
Longevity market by completing its first Longevity reinsurance transaction in the UK, which was one of the four key
Asia remained a market with strong performance during 2011. In May 2011, SCOR Global Life SE opened a new subsidiary in Australia covering the Australian and New Zealand markets, to support business growth expectations for those markets.
Substantial increase in premium income was achieved in Central and Eastern Europe, France and Asia with new significant contracts.
In 2011, technical components of the operating margin remained strong and improved from 4.2 % in 2009 and 5.4 % in 2010 to 8.1 % in 2011, or from 7.3 % in 2010 excluding the impact of the indexed annuity business in the US on the Life operating margin to 8.1 % in 2011 (7). Due to the global development of financial markets with low interest rates and
Life operating margin for SCOR Global Life excluding the Transamerica Re portfolio in 2011 was 6.8 % and 4.6 % for
Segment information). (7) The published technical margin was 4.6 % in 2009 and 5.5 % in 2010. The difference is due to a new segment presentation (see Section 20.1.6.2 – Segment information). (8) The published investment margin was 5.3 % in 2009 and 6.7 % in 2010 while the published expense margin was 4.1 % in 2009 and 5.2 % in 2010. The difference is due to a new segment presentation (see Section 20.1.6.2 – Segment information).
European windstorms, for a risk period extending from 13 December 2011 to 31 December 2014 for the US series and 31 March 2015 for the European series. This transaction will succeed Atlas V Capital Limited, which is due to mature on 24 February 2012 and provides similar geographical cover as the one of the Series 2011-1 of USD 200 million.
EUR 75 million of protection against European windstorms and Japanese earthquakes for a risk period extending from 10 December 2010 to 31 March 2014. This transaction succeeds Atlas IV Reinsurance Limited, which matured on 31
– Notes to the consolidated financial statements, Note 13 – Information on share capital, shareholders’ equity and capital management.
Further to the drawdown, announced on 5 July 2011, by SCOR of EUR 75,000,000 on the contingent capital facility placed at its disposal by UBS, UBS exercised the number of warrants required for the issuance and subscription by it of new SCOR shares in an aggregate amount of EUR 75,000,000. Accordingly, SCOR issued 4,250,962 new ordinary shares on 11 July 2011, at an issuance price of EUR 17.643 per share.
Refer to Section 20.1.6 – Notes to the consolidated financial statements, Note 12 – Cash and cash equivalents for information on the Group’s cash positions.
On 20 January 2011, SCOR successfully placed on the Swiss franc market perpetual subordinated notes, with a first call date in August 2016, for an aggregate total amount of CHF 400,000,000.
and the low financial leverage ratio reflects the Group’s treasury and financing strategy to remain very liquid.
On 1 July 2011, SCOR SE purchased a property Company, whose only asset is an office building in Paris, as described in Section 20.1.6.5 – Tangible assets and real estate investments. The purchase has been partly financed through
SCOR's own funds and an debt’s increase of EUR 170 million.
In London on 6 July 2011 SCOR purchased a company, PPG Lime Street, whose primary asset is a leasehold building at 10 Lime Street, for a total of GBP 47 million. The Group funded the cost of the purchase from its own cash resources.
Biometric risks such as mortality, longevity, disability and long term care are at the heart of underwriting in life reinsurance. Since these risks are subject to shocks and various trends, SCOR Global Life closely monitors their current developments in four Research & Development Centers which are:  R&D Centre for Longevity and Mortality Insurance: carrying out mortality studies on life and annuity portfolios and providing support in pricing assumptions for new business, in particular new products.
The R&D Centers are part of SCOR Global Life’s range of services: analyses and risk projections produced by the
Centers are used by SCOR Global Life’s teams to advise their clients on the design and the monitoring of their life and health insurance products.
Theoretical research helps the Group to understand its environment better and to take decisions. Therefore, SCOR
SCOR is also a member of two conventions with the following partners:  Risk Foundation, in collaboration with the universities of Toulouse and Paris Dauphine, is dedicated to risks market and value creation. For SCOR, it implies costs of EUR 1.5 million allocated over 5 years.
 Finance convention, in cooperation with Jean-Jacques Laffont foundation based in Toulouse, deals with risk management, long term investment, company governance and asset management strategy. For SCOR, the cost is EUR 1.3 million allocated over 5 years
SCOR organizes Actuarial Awards in many European countries: Germany, France, Italy, the United Kingdom and
In 2010, as part of the Group’s strategic plan for Strong Momentum, SCOR created the SCOR Global Risk Center which is committed to the knowledge and science of risks in both the actuarial and other fields. The SCOR Global Risk Center is devoted to life insurance risks, non-life insurance risks and economic and financial environment risks and brings together studies and publications produced or supported by SCOR, as well as all of the resources that SCOR wishes to reference for all those interested in risk. The Global Risk Center deals with all disciplines concerned by risk
SCOR was one of the first reinsurers to implement a uniform international information system. This policy has historically been reaffirmed during the integration periods following acquisitions, when the Group has aimed to rapidly return to a uniform international information system, and when launching new projects. Local and group accounting, financial reporting and consolidation is now progressively done in its uniform information system.The Group’s central back-office system operates on a custom software package known as “Omega.” Omega was designed to allow the tracking of clients and policyholders within the Group, grant online underwriting authorization throughout the world, track claims, analyze the technical profitability of contracts, and perform quarterly closings based on the latest estimated results. The
Omega database reflects the current organization of SCOR Global P&C and SCOR Global Life worldwide reinsurance risk portfolios. After an extensive study in July 2010, the Group decided to update and improve Omega, thereby capitalizing on its existing strength. The project, which mixes technical modernization and development of functional evolutions, has now been launched and is expect to be completed in 2013.
The focus in 2011 was again on strengthening SCOR’s front office applications to improve risk selection, anticipation and reactivity in markets and products, and simulations of results. A number of projects have been commenced in recent years which will continue through 2012. Accounting forecasts are developed from underwriting plans and comparative analysis is produced in standard reports. New reserving and financial modeling tools were implemented in 2010. Non-
This internal model will be central in the Solvency II compliance process, in which the information technology group,
During the last two years, SCOR also launched a number of projects related to asset management, including the implementation of the SimCorp Dimension market software package, and the deployment of the Cadis market solution for data control and integrity. All investment portfolios of the Group have been centralized in SimCorp Dimension. This same Dimension solution has largely been deployed for front and middle office investment functions.
The Group is promoting a paperless environment. Internally, global document-sharing procedures have been set up for the Non-Life division, with plans to extend the procedures to Life. With its clients, SCOR is able to automatically process reinsurance accounts and claims received electronically in the standard formats edited by ACORD, an association created for the development of e-processing in insurance and reinsurance, without having to re-input them. The Group is also a founder member of the Rüschlikon Initiative, launched with the major brokers and certain other reinsurers to develop e-administration in the reinsurance industry.
The SCOR technical environment is based on a new international secured network. Corporate technical standards have been implemented, in a number of locations, both on PCs and servers. SCOR has also implemented an ambitious security plan based on stronger physical and electronic access controls, protection against unauthorized access, and recovery in the event of a disaster or a pandemic.
SCOR IT is playing a key role in implementing the Group’s “Green SCOR” policy, and drives a number of elements of this multi-year plan, including data center consolidation, server virtualization, new low-energy desktops and laptops, and reduction in printing. Mobility has again been improved in line with the new standard PC deployment. It is still being enhanced through ongoing developments in line with changing business needs requiring a more permanent connection with the company, and compliance with security standards.
12.1 Most significant trends in production, sales, inventory, costs, and selling prices since the end of the last financial year 12.1.1 NON-LIFE
The 1 January 2012 renewals confirm the trend observed in 2011 towards the recovery of the insurance and reinsurance markets. In this environment, SCOR has strengthened its positions by demonstrating a strict underwriting policy and prudent pricing. These renewals mean that SCOR can confirm the commitments set out in its strategic plan “Strong
The 1 January 2012 renewals were concluded following a year marked by an exceptional series of natural catastrophes, which included a number of different events with varying levels of severity. Throughout the past year, SCOR has demonstrated the soundness of its business model, based on diversification that is simultaneously high and controlled.
Its risk management and capital shield strategy has enabled SCOR to absorb major shocks and approach the renewals under favourable conditions. The success of these renewals is due to SCOR’s extensive knowledge of the Group’s markets and clients, and to its ability to benefit from confirmed market fragmentation whilst seizing profitable growth opportunities.
Carlo in September 2011, and are also in line with the figures set out in the strategic plan “Strong Momentum V1.1”, which anticipate 1) organic growth of 9% per year, and 2) a combined ratio of 95-96%.
The total volume of premiums renewed at 1 January 2012 increased by 12% to EUR 1,717 million, against EUR 1,528 million up for renewal (70% of Treaty P&C annual volume). Besides the private transactions, SCOR continues to actively execute its portfolio management strategy with Non-proportional business representing a significant part of the business, and improving geographic diversification towards Asia and the Americas. Private transactions represent 4 percentage points of Treaty P&C premium growth; Approximately 7% (EUR 107 million) of Treaty P&C premiums up for renewal were cancelled, with a further 1%
The positive price impact combined with an underlying volume growth mainly in Asia, U.S and U.K, has resulted in an increase in premium volume of EUR 138 million. Overall, the geographical diversification of business has increased, with the American continent now representing 21% of premiums and Asia representing 11%.
Australia, Thailand and Canada. In non-Cat affected countries, rates have stopped declining and the trend is flat to up 5%. Overall, the growth in premium on Property cat lines was 15%.
SCOR’s franchise is once again fully affirmed and Specialty Treaty business has kept on growing, with premiums up by 18% to EUR 616 million from EUR 520 million up for renewal (56% of annual volume). SCOR’s teams compensate for 3% or EUR 18 million of business cancelled and restructured, by writing EUR 56 million of additional business with existing clients and EUR 13 million with new clients. New shares on existing programmes increase premium volume by
In term of business mix, the most significant progress was recorded in Aviation (+120%) driven by SCOR’s corporate decision to take a strategic foothold, Marine & Energy (+12%) driven by a share increase in a large quota share (UK)
SCOR Global Life reinsurance portfolios. Only in selected markets like in Spain and Italy for certain products such as
Health and Group Life reinsurance, the life reinsurance industry follows the practice of annual renewals.
SCOR Global Life expects business opportunities in multiple markets. By maintaining its policy of positioning itself in strong-growth markets such as (i) opening Life representative offices in Israel and Mexico, reinforcing its organizational structure in Latin America, (ii) establishing a new subsidiary in Australia covering the Australian and New Zealand markets for continued growth in the Asia-Pacific region and (iii) obtaining a composite reinsurance license in China, enabling Life division to offer Life & Health reinsurance services, SCOR Global Life establishes an infrastructure to participate in economic developments in these regions.
The majority of SCOR Global Life’s portfolio consists of pure death cover, exposed to mortality risk.
Moreover, SCOR Global Life does not currently underwrite variable annuities and exposure to unemployment risk is minimal. Consequently, SCOR’s Life portfolio is largely immunized against the effects of economic slowdown. In addition to this, SCOR’s prudent investment policy has considerably reduced its exposure to the financial markets turmoil.
In France, savings inflows in 2011 remains strong even if the net inflow became negative during the four last months of the year. Loan repayment insurance continues to hold out well against the crisis during the beginning of the year but the last months of 2011 seem to show a change in trend.
In the U.K, SCOR Global Life announced its entry into the U.K. Longevity market in November 2011, where it reinsured a significant share of the longevity risk assumed by Deutsche Bank, following the completion of a GBP 3 billion longevity swap transaction between Deutsche Bank and the Rolls-Royce Pension Fund. Elsewhere, the savings and mortgage market declined very sharply. However the loss of mortgage related protection sales was countered by increased sales to cover family and business protection needs.
Group, becoming the No 2 Life reinsurer in the US markets, based on recurring New Business Volume according to the 2010 Munich American SOA Survey.
In accordance with European law governing Societas Europaea and applicable French law, the principal responsibility of the Board of Directors is to determine the guiding principles of the Company’s business plan and strategy and to monitor their application. The Chairman and Chief Executive Officer (Président-Directeur Général) has full executive authority to manage the business of the Company, subject to the prior authorization of the Board of Directors or the Company’s shareholders for certain decisions as required by law pursuant to the Company’s bylaws (statuts).
In addition, the Board of Directors reviews and monitors SCOR’s economic, financial and technical strategies. SCOR’s bylaws (statuts) provide that the Board of Directors is composed of no fewer than nine and no more than eighteen members. The actual number of Directors may be modified by the shareholders at the Shareholders’ Meetings. The
The Board of Directors consists of 13 members, including 12 voting members (including one elected employee representative, known as the “Employee Director”) and one non-voting member, known as the “censeur” (the “Non-
Voting Member”). Pursuant to article 225-27 of the French Commercial Code and the Company’s bylaws, the Employee
Director is elected by the employees of the Company and of its subsidiaries in a two round election on a simple majority basis. The elected candidate is then proposed by the Board of Directors to be appointed by the Shareholders’ Meeting.
Under SCOR’s bylaws (statuts), each director must own at least one Ordinary Share for the duration of his or her entire term of office. Under French law, a director may be an individual or a legal entity for which an individual is appointed as permanent representative, except for the Chairman, who must be an individual. Pursuant to article L. 225-20 of the
Other positions: Chairman of the Board: -SCOR Global P&C SE (France)
- SCOR Reinsurance Company (US) - SCOR US Corporation (US) - SCOR Global Life Re Insurance Company of Texas (US)
Director: - BNP Paribas S.A. (France) - Bolloré SA (France) - Dassault Aviation SA (France) - Invesco Ltd (U.S.) - Fonds Stratégique d’Investissement (France) Member of the Supervisory Board: - Yam Invest N.V. (The Netherlands)
Offices and positions held in the Group Chairman of the Board: - SCOR Italia Riassicuriazioni S.p.A (Italy) - SCOR Global Life Rückversicherung Schweiz AG (Switzerland)
Member of the Supervisory Board: - SCOR Deutschland (Germany) - SCOR Global Life Rückversicherung AG (Germany)
Other Positions: France Chairman of the Board of Directors: - Europ Assistance Holding - Generali France
France Chief Executive Officer: - Generali France Holding - Generali Assurances Vie
Professional Address: MACIF 2-4, rue de pied de Fond 79000 Niort France 16 July 1944 Principal Position: Chairman of the MACIF Group (France)
Other Positions: France Chairman of the Board of Directors: - SOCRAM BANQUE - MACIF SGAM - MACIF - CEMM SAS
Permanent representative of MACIF Participations: - on the Board of Directors of CompagnieImmobilière MACIF
Non-Voting Director: - Foncière de Lutèce - MACIFILIA - MUTAVIE - SOCRAM - Altima
Permanent Representative of OFI Instit: - on the Board of Directors of OFIMALLIANCE
Director: - SFEREN (SGAM) - MACIFILIA - Macif-Mutualité - MACIF GESTION - Compagnie Foncière de la MACIF - Foncière de Lutèce - UGM Couleurs Mutuelles - OFI SMIDCAP (SICAV) - Fondation MACIF - CEGES (Since 1st December 2011)
Out of France: Permanent Representative of MACIF at the Board of Directors: - Atlantis Seguros (Spain) - Atlantis Vida (Spain) - Euresa Holding - Eurecos SL (Spain)
Professional Address: Am Fasnachtsbuck 28 CH-0180 Buelach Switzerland 14 Feb. 1945 Principal Position: Chairman of the Board of Directors of Banque Clariden
Other positions: Out of France: Director: - Deliciel AG (Switzerland) - SCOR UK Company Ltd (UK) - SCOR Switzerland AG (Switzerland) - SCOR Holding Switzerland AG (Switzerland) Zurich Companhia de Seguros Vida SA (Portugal) Member of the Advisory Board: - Accenture AG (Switzerland)
Vice-Chairman of the Board: - SCOR Global Life Rückversicherung Schweiz AG - Deutsche Bank (Suisse) AG (Switzerland) - FINMA (Switzerland)
Board member of the European Advisory Board: - Booz & Co (US)
France Director: - Alcatel-Lucent* - Crédit Agricole S.A.* - Gaz de France* - SCOR VIE
Out of France: Chairman: - A. Manzoni & C. S.p.A. (Italy) - Elemedia S.p.A. (Italy) - Rete A S.p.A. (Italy) - All Music S.p.A. (Italy) - Rotocolor S.p.A. (Italy) Vice-Chairman: - Editoriale La Nuova Sardegna S.p.A. (Italy) - S.E.T.A. S.p.A. (Italy) Deputy Director: Finegil Editoriale S.p.A. (Italy) Director: - Save the Children Italia
5, avenue Kléber 75016 Paris France 19 May 1952 Principal Position: Group employee director - Assistant Méthodes et Procédures, SCOR Global P&C SE
Director: - OFIGEST (subsidiary of OFIVALMO) - OFIMALLIANCE S.AS (subsidiary of OFIVALMO) - OFI Asset Management (subsidiary of OFIVALMO)
Chairman of the SAS: - Covéa Part - Covéa Technologies - Covéa Groupe
Out of France: Chairman of the Board of Directors: - Harwanne (Switzerland)
Aug. 24, 1944 Principal Position: France Director: - CGG Veritas - Dietswell
Other positions: Out of France: - SCOR Reinsurance Asia Pacific Ltd (Singapore)
France Chairman and Chief Executive Officer: - of Technip* until 27 April 2007 (retirement)
Abroad Chairman: - Technip Italy (Italy) (until 27 April 2007) - Technip Far East (Malaysia)
Professional Address: BNP PARIBAS 3, rue d’Antin 75002 Paris France 20 May 1950 Principal Position: Chief Operating Officer of BNP Paribas (France)
Other positions: France Director: - Bouygues SA - Alstom SA - Nexans SA - Société Foncière Financière et de Participations (FFP) - Verner Investissements SAS Member of the Supervisory Board: - Lagardère S.C.A. Chairman: - Compagnie d’Investissement de Paris S.A.S. - Financière BNP Paribas S.A.S. both subsidiaries of BNP Paribas Non-Voting Director: - Exane (Subsidiary of
Director: - Banca Nazionale del Lavoro (Italy) - BNP Paribas ZAO (Russia)
Group and Executive Vice-President of MEDEF (Mouvement des Entreprises de France). He joined the Group as
Group in 1980 as Chief Operating Officer; he was promoted in 1987 to Chief Executive Officer, and in 1987 was appointed Chairman and Chief Executive Officer of Présence Assurances, a subsidiary of the Axa Group. In 1989, he was appointed Director and Chief Executive Officer of Axa-Midi Insurance, Chief Executive Officer of Axa from 1991 to 2000, then Vice-Chairman of the management board of the Axa Group until November 2001. During this same period, he was also Chairman and Chief Executive Officer of the AXA Group’s French insurance and assistance companies.
Claude Tendil was appointed Chairman and Chief Executive Officer of the Generali Group in France in April 2002 and
Dirigeants de l’Economie Sociale) from 1991 to 1993. On 1 July 2008, he was appointed Chairman of the Groupement des Entreprises Mututelles d’Assurances (GEMA) for three years and became President of the Conseil des Entreprises,
Peter Eckert, a Swiss citizen, was member of the Management Board (1991-2007) and Chief Operating Officer (20022007 ) of Zurich Financial Services, member of the Swiss Federal Banking Commission EBK between 1 July 2007 and 31 December 2008, and Deputy Chairman of the Board of the new Swiss Financial Market Supervising Authority (FINMA)
Daniel Lebègue, a French citizen, has been Director of the French Treasury, Chief Executive Officer of BNP and of the
Institute of Directors (Institut Français des Administrateurs — IFA) and of several associations and foundations.
CEO of Europ Assistance in Paris. Two years later she returned to Italy to join the headquarters of the Generali group, taking responsibility for the Planning and Control department. In 2001 she left Trieste for Madrid, where she became
Publics (ESTP). He began his professional career in 1974 at the Office of Public Safety in the Ministry of the Interior, before joining IBM France as a large corporate accounts manager in 1977. He has been a company leader in the textile and services industries since 1979. Until June 2006, Guillaume Sarkozy exercised a number of responsibilities at the head of professional associations, in particular, the French Textile Industries’ Union (from September 1993 to May 2006), the Industrial Federations Group (2004 to July 2006), CNPF and MEDEF (1994-2006). In 2004, he became vice
Chief Executive Officer of the Gérard Saucier Group, a company specializing in forestry products. She sits on the board of directors of many major corporate entities, including the Bank of Montreal, Areva, Danone and Wendel. In the past, she has chaired the Joint Committee on Corporate Governance (CICA, CDNX & TSX), created in 2000 , and acted as
Benjamin Gentsch 51 Deputy Chief Executive Officer of SCOR Global P&C SE
Chairman of the Board of Directors: SCOR Holding (UK) Ltd (U.K.) SCOR Insurance (UK) Ltd (U.K.) SCOR UK Company Ltd (U.K.) SCOR Lime Street Limited (U.K.)
2010 Director SCOR Financial Services Limited (Ireland) SCOR Global Life Reinsurance (Barbados) Ltd (Barbados) SCOR Global Life Reinsurance International (Barbados) Ltd. (Barbados) SCOR Global Life Reinsurance Ireland Ltd. (Ireland) SCOR International Reinsurance Ireland Ltd (Ireland)
Gilles Meyer 54 Chief Executive Officer of SCOR Global Life SE
Statutory Director ReMark International BV (The Netherlands) ReMark Group BV (The Netherlands)
Director SCOR Holding (Switzerland) AG (Switzerland) SCOR Reinsurance Asia-Pacific PTE Ltd (Singapore) SCOR Global Life Re Insurance Company of Texas (U.S.)
SCOR Global Life Americas Reinsurance Company (U.S.) ReMark Japan K. K. (Japan) SCOR Switzerland AG (Switzerland)
Victor Peignet 54 Chief Executive Officer of SCOR Global P&C SE
2004 Director SCOR UK Company Ltd. (U.K) SCOR UK Group Ltd. (U.K) SCOR Channel Ltd. (Guernsey) Arisis Ltd. (Guernsey) General Security Indemnity Company of Arizona (U.S.) General Security National Insurance Company (U.S.) SCOR Reinsurance Company (U.S.) SCOR Canada Reinsurance Company (Canada) SCOR Reinsurance Asia-Pacific Pte Ltd (Singapore) Finimo Realty Pte Ltd (Singapore) SCOR Reinsurance Company (Asia) Ltd (Hong Kong) SCOR Services International Ltd (Hong Kong) Arope Insurance SAL (Lebanon) SCOR Switzerland AG (Switzerland) SCOR Holding (Switzerland) AG (Switzerland) Blue Star Syndicate Management Limited (U.K.)
SCOR Global Life Americas Reinsurance Company (U.S.) SCOR Life Assurance Company (U.S.) SCOR Life Reassurance Company (U.S.)
Julien Carmona, a French citizen, is a former student of the Ecole Normale Supérieure and has an advanced degree in history. He is also a former student of the Ecole Nationale d’Administration and a former French Treasury Auditor. After beginning his career at the French Finance Ministry, he joined BNP Paribas in 2001. From 2004 to 2007, he was
Economic Adviser to the President of the French Republic. He was Chief Financial Officer of the Caisse Nationale des
Caisses d’Epargne (CNCE) from June 2007 until it merged with the federal bank of Banques Populaires in July 2009. He joined SCOR in October 2009 and was appointed Chief Operating Officer on 1 January 2010.
Insurance Solutions as Financial Planning and Analysis Manager for Global Property and Casualty Reinsurance. In 2003, he was appointed Chief Financial Officer of GE Frankona Group before becoming Chief Financial Officer of Converium
department. In September 2002, Benjamin Gentsch was appointed Chief Executive Officer of Converium Zürich, then
Frieder Knüpling has headed SCOR’s Corporate Actuarial Department, reporting to the Chief Risk Officer. He was appointed Deputy Chief Risk Officer of SCOR in December 2008 and member of the executive board (Vorstand) of
La Baloise in Basel. After 23 years of experience in facultative and treaty reinsurance, Gilles Meyer was Chief Executive
German-speaking markets of SCOR Global P&C based in Hanover, Basel, and Winterthur. He was named head of
Business Unit 1 of SCOR Global Life and a member of the Group Executive Committee in November 2006, then Deputy
Victor Peignet, a French citizen, Marine Engineer and graduate of the Ecole Nationale Supérieure des Techniques
Branch Director. He led the Group’s Business Solutions (large corporate accounts underwritten essentially on a facultative basis andoccasionally as direct insurance) business area when it was created in 2000, first as Deputy Chief
Executive Officer and then, beginning in April 2004, as Chief Executive Officer. On July 5 2005, Victor Peignet was
Member of the American Academy of Actuaries. Paul Rutledge has more than 30 years of experience in the insurance industry. He was president of Transamerica Re, a position he has held since joining the organization in 1998 until August 2011. He also served on the boards of directors for Transamerica International Re (Bermuda) Ltd. and Transamerica
François de Varenne, a French citizen, is a graduate of the Ecole Polytechnique, a civil engineer of the Ponts et
Chaussées and holds a doctorate in economic sciences. He graduated as an actuary from the Institut de Science
Insurance Strategist with Lehman Brothers, Vice-President for asset management solutions and structured transactions, a specialist in insurance and reinsurance companies at Merrill Lynch, and then at Deutsche Bank. In 2003, he became
Management. On 3 September 2007, he was named Group Chief Operating Officer. On 29 October 2008, he was appointed Chief Executive Officer of SCOR Global Investments SE.
To our knowledge, during the last five years:  no Director and no member of senior management has been convicted of fraud;  no Director and no member of senior management has been associated with a bankruptcy, sequestration, or liquidation;  no Director and no member of senior management has been the subject of an accusation or official public sanction issued by statutory or regulatory authorities(1); and
(1) In 2006, in connection with the Crédit Lyonnais/Executive Life case, Jean-Claude Seys entered into a transaction with the California State Prosecutor under the terms of which he is subject to five years probation, during which he may not go to the United States without special authorisation.
14.2 Administrative, management, and supervisory bodies and senior management conflicts of interest
The Shareholders’ Meeting of the Company held on 28 April 2010 resolved that the annual maximum aggregate amount of Directors fees shall not exceed EUR 960,000. This amount has not been modified since then. Upon the proposal of the Compensation and Nomination Committee and within the limit of this amount, the Board of Directors sets the terms and conditions of the allocation to encourage the attendance of the Directors. It was decided to allocate the Directors fees, which are payable to each Director and to the Non-Voting Member, partly in one fixed sum of EUR 28,000 on a quarterly basis payable in fourth and partly based on the effective presence of the relevant Directors and of the Non-
Voting Member at the meetings of the Board of Directors and at its Committees, in an amount equal to EUR 2,000 per
Fees paid to directors for 2011 and 2010 are broken down as follows: Mr. Gérard Andreck 47,100 37,000
In application of 3 July 2008 Act implementing the European Union Directive 2006/46/CE of 14 June 2006, SCOR shall thus refer to the AFEP-MEDEF governance code in preparing the report to be issued in accordance with article L. 22537 of the French Commercial Code.
Nomination Committee, the meeting of the Board of Directors on 22 March 2011 decided that the Chairman and Chief
The variable compensation for any given year will be paid in the following year, as soon as the financial statements of the Company for such given year are approved by the Board of Directors.
The Group is currently re-negotiating this contract and it is specified that the Chairman and Chief Executive
Officer will benefit from any policy that may replace the existing policy; and death or permanent disability insurance for an accident, underwritten on 1 January 2006; it is specified that the Chairman and Chief
In addition to these conditions specified above, the Board of Directors of 12 December 2008 decided that for all the grants posterior to that date, the Corporate Officer is required to buy on the market a number of shares equal to 5 % of the number of performance and free shares granted as soon as these shares may be sold.
The following table presents a summary of the gross compensation of the Executive and Corporate Officer for fiscal
Summary table of the gross compensation granted to the Executive and Corporate Officer
(4) Since 2009, 100 % of shares and stock options granted are submitted to performance conditions. The value is calculated according to the same assumption as those used for the Group accounts (IFRS2 standard). Please refer to the Sections 17.2.2 and 17.2.3 for the details of the shares and stock-options granted to the Executive and Corporate Officer.
Performance shares granted during the period to the Executive and Corporate Officer by the issuer or by another company of the Group
In EUR Related to Actual Related to Actual Related to Actual concerned Not concerned
Benjamin Gentsch (Paid in CHF**) 800,403 850,928 850,928 850,928 850,114 786,763 concerned Not concerned
(*) Julien Carmona is member of the COMEX since 1 January 2010 as Group Chief Operating Officer. (**) The compensation is paid in CHF, the exchange rate used is: 1 EUR = 1.2288 CHF. (***) Frieder Knüpling is member of the COMEX since 1 July 2010 as Deputy CEO for SCOR Global Life. (****) Philippe Trainar is member of the COMEX since 1 April 2010 as Chief Risk Officer. (*****) Paul Rutledge is member of the COMEX since 10 August 2011 as CEO of SCOR Global Life America and Deputy CEO for SCOR Global Life. The compensation is paid in SD, the exchange rate used is: 1 EUR = 1.3964 USD. Amounts are calculated and paid since 10 August 2011. (******) Including the Chairman and Chief Executive Officer for whose remuneration details are available in Section 15.1.2.1. (*******) The compensation is paid in CHF from 1 October 2011. The compensation is paid in CHF, the exchange rate used is: 1 EUR = 1.2288 CHF.
The Compensation and Nomination Committee determines the variable compensation attributed to the members of the
The following table presents the components of the gross compensation for fiscal years 2011, 2010 and 2009 for the members of the Executive Committee (other than the Chairman and Chief Executive Officer).
(*) The compensation is paid in CHF, the exchange rate used is: 1 EUR = 1.2288 CHF (the exchange rate of reference for the DDR). (**) Those allowances cover business expenses (***) The compensation is paid in USD since 10 August 2011, the exchange rate used is: 1 EUR = 1.3964 USD (the exchange rate of reference for the DDR). (****) This amount includes an expatriation premium related to fiscal year 2009. (*****) This amount includes an expatriation premium related to fiscal year 2010. (******) The compensation is paid in CHF from 1 October 2011. The compensation is paid in CHF, the exchange rate used is: 1 EUR = 1.2288 CHF.
Paul Rutledge (Paid in USD******) 143,060 N/A 4,958 148,018 N/A N/A
(*) The compensation is paid in CHF, the exchange rate used is: 1 EUR = 1,2288 CHF (the exchange rate of reference for the DDR) (**) Those allowances cover business expenses. (***) The compensation is paid in USD since 10 August 2011, the exchange rate used is: 1 EUR = 1.3964 CHF (the exchange rate of reference for the DDR) (****) This amount includes an expatriation premium related to fiscal year 2009. (*****) This amount includes an expatriation premium related to fiscal year 2010. (******) The compensation is paid in CHF from 1 October 2011. The compensation is paid in CHF, the exchange rate used is: 1 EUR = 1.2288 CHF.
(*) The compensation is paid in CHF, the exchange rate used is: 1 EUR = 1.2288 CHF (the exchange rate of reference for the DDR). (**) Those allowances cover business expenses. (***) This amount includes an expatriation premium related to fiscal year 2010. (****) This amount includes an expatriation premium related to fiscal year 2009. (*****) This amount includes an expatriation premium related to fiscal year 2008 and an expatriation premium related to fiscal year 2009. (******) The compensation is paid in USD since 10 August 2011, the exchange rate used is: 1 EUR = 1.3964 USD (the exchange rate of reference for the DDR). (*******) The compensation is paid in CHF from 1 October 2011. The compensation is paid in CHF, the exchange rate used is: 1 EUR = 1.2288 CHF.
Refer to Section 17.2. – Information on shareholdings and stock options or Company stock purchases by members of administrative and management bodies.
Like all senior executives employed in France , the members of the Executive Committee who joined SCOR before 30
(including the Chairman and Chief Executive Officer) amounts at EUR 25 million as of 31 December 2011, i.e., 11.6% of the total commitment of the Group for pension plans of EUR 216 million.
To our knowledge, there are no service agreements involving the members of the administrative or senior management bodies and the Company or one of its subsidiaries providing for benefits upon termination of such agreement.
The information on these two committees can be found in the report from the Chairman of the Board of Directors in
June 2006, SCOR SE refers to the AFEP-MEDEF governance code relating to listed companies in preparing the report to be issued in accordance with article L. 225-37 of the French commercial Code.
Complementary information on the corporate governance regime are disclosed in the report of the Chairman of the
17.1 Number of employees 148 17.2 Information on shareholdings and stock options or Company stock purchases by members of Administrative and Management bodies 149 17.3 Plans providing employee participation in Company 157 17.4 Defined pension schemes 165
The total number of employees of the Group increased from 1,822 as of 31 December 2010 to 2,184 as of 31 December 2011. The distribution of personnel covers the various geographical areas to meet strategic principles of the Group.
(1) Each Hub covers a region and may encompass several countries. (2) Paris Hub covers France, Spain, Italy, Belgium, the Netherlands, Russia and South Africa. (3) Americas Hub covers United-States, Mexico, Brazil, Canada, Chili and Colombia. In 2011, the former Transamericas Re employees were mostly absorbed by the hub Americas (4) Zurich Hub covers Switzerland and Israel (5) Köln Hub covers Germany and Austria (6) London Hub covers United Kingdom, Ireland and Sweden (7) Singapore Hub covers China, Hong-Kong India, Japan, Korea, Malaysia, Singapore, Taiwan and Australia (8) SCOR Global Life SE controls 100 % of the capital of ReMark. ReMark acquired ESG in May 2009. Due to its specific activity, its own business model and its own organization, ReMark is managed independently from the Group in terms of human resources. (9) Since 2010, the headcounts are calculated according to the department (the highest organization’s decision level for HR and budget processes to which any employee is linked), in accordance with the management of the group. "Group Functions and Support" includes the Group Finance, Risk and Operations departments as well as the departments directly managed by the Chairman and Chief Executive Officer.
The table below presents the acquisitions, sales, subscriptions or exchanges of SCOR SE shares as well as operations upon securities linked to SCOR SE made by Directors and Senior managers in 2011.
Directors and officers Operations made in 2011 for a greater amount than EUR 5,000
Mr. Gérard Andreck Acquisition of shares for a total amount of
Mr. Peter Eckert Acquisition of shares for a total amount of
Mr Charles Gave Acquisition of shares for a total amount of
Mrs Guylaine Saucier Acquisition of shares for a total amount of
Mr. Claude Tendil Acquisition of shares for a total amount of
Mr. Daniel Valot Acquisition of shares for a total amount of
17.2.2 STOCK OPTIONS HELD BY THE MEMBERS OF THE EXECUTIVE COMMITTEE AND OTHER COMPANY OFFICERS AS OF 31 DECEMBER 2011
Potential transaction volume (EUR) Exercise period 02/27/2013 06/02/2013 08/25/2014 09/15/2015 09/14/2016 09/12/2017 05/21/2018 03/22/2019 03/18/2020 03/23/2015 to 03/22/2021 11/24/2019 03/18/2020 12/14/2016 09/12/2017 09/09/2018 03/22/2019 03/18/2020 03/22/2021 09/13/2011 to 09/12/2017 05/21/2018 03/22/2019 03/18/2020
Potential transaction volume (EUR) Exercise period François de Varenne - 7,308 09/16/2005 15.90 116,197 09/16/2009 to 09/15/2015 09/14/2016 09/12/2017 05/21/2018 03/22/2019 03/18/2020 03/22/2021
The allocation of stock options since 2008 is subject if necessary to the satisfaction of performance conditions. Thus, a third of the number of options awarded on 22 May 2008, half of the options awarded on 23 March 2009 and all the options awarded since 18 March 2010 are subject to the satisfaction of performance conditions. However all the options allocated since 23 March 2009 to the Chief Executive Officer are subject to the satisfaction of performance conditions.
The table below presents the share allocation plans awarded to the members of the Executive Committee on 31
The attribution of shares since 2008 is subject to the satisfaction of performance conditions. Thus, a third of the number of shares awarded on 07 May 2008, an half of the shares awarded on 16 March 2009 and all the shares awarded since 2 March 2010 are subject to the satisfaction of performance conditions. However all the shares allocated since 16 March 2009 to the Chief Executive Officer are subject to the satisfaction of performance conditions. Please refer to 17.3 of this
Registration Document and the registration documents of SCOR filed with the Autorité des marchés financiers on 8
The Corporate Officer is also required to refrain from hedging his risk.
Refer to Section 20.1.6 – Notes to the Consolidated Financial Statements, Note 17 - Provisions for employee benefits and Appendix A – Unconsolidated Corporate financial statements of SCOR SE, Note 13 – Employee share-ownership plans.
On 28 April 2010, the General Shareholder’s meeting of the Company's Board of Directors had authorized, in its nineteenth resolution, the Company's Board of Directors, under the provisions of Articles L.225-177 to L.225-185 of the
On 4 May 2011, the General Shareholder’s meeting of the Company's Board of Directors has authorized, in its twentyeighth resolution, the Company's Board of Directors, under the provisions of Articles L.225-177 to L.225-185 of the
The Partnership are key executives, managers, experts, and high potentials formally identified across the Group (the
“Partners”). Partners are given specific responsibilities in terms of significant achievements, high impact project management and leadership. Therefore, they benefit from a specific and selective program in terms of information sharing, career development and compensation schemes. Partners represent approximately 25 % of the total number of staff.
March 2011, to allocate 701,500 stock options following authorization at the Shareholders' Meeting on 28 April 2010.
Those options can be exercised at the earliest four years after the grant date, if the presence condition (4 years) is respected. The exercise price is calculated without discount, based on the weighted average of the opening date of the 20 trading days preceding the decision to award the stock options.
The stock options can be exercised on one or more occasions from 23 March 2015 to 22 March 2021 inclusive. From this date, the purchase right shall expire.
The exercise of options is conditioned, in addition to the presence condition, by three out of the four conditions outlined below:  The Standard & Poor’s financial strength rating must be at least “A” in 2011 and 2012;  The P&C business combined ratio must be less than or equal to 102 % on average in 2011 and 2012;  The Life business operating margin must be higher than or equal to 3 % on average in 2011 and 2012;  The SCOR group’s ROE for the financial years ending 31 December 2011 and 31 December 2012 must exceed the risk-free rate in 2011 and 2012 by at least 300 points on average.
Transamerica Re including one member of the Executive Committee). Those options can be exercised at the earliest 4 years after the grant date, if the presence condition is satisfied (four years). The exercise price is calculated without discount, based on the weighted average of the opening date of the 20 trading days preceding the decision to award the stock options.
The table below presents the total number of stock options allocated in 2010 and 2011 by category within the Group: Total number of stock options allocated in 2011
A table showing features of the SCOR stock option plans is found in Section 20.1.6 – Notes to the Consolidated
On 28 April 2010, the Shareholder’s Meeting of the Company, in its twentieth resolution, had authorized the Company’s
Board of Directors to make, on one or more occasions, to the employees and directors and officers defined by law, or to some of them, of the Company and of companies or groups affiliated with it pursuant to Article L. 225-197-2 of the
Company's Board of Directors to make, on one or more occasions, to the employees and directors and officers defined by law, or to some of them, of the Company and of companies or groups affiliated with it pursuant to Article L. 225-197-2 of the French Commercial Code, free allotments of existing or yet-to-be-issued shares of the Company and resolved that the Company's Board of Directors of the Company would determine the identity of the beneficiaries of the allotment and the conditions and criteria for the allotment of the shares.
The Company's Board of Directors of 7 March 2011, on the basis of the authorization of the Shareholders meeting of 28
Executive Officer, 344,000 performance shares to the other members of the Executive Committee and 881,540 performance shares to the other Partners of the Company.
September 2011. All the allocations to the Senior Global Partners and to the top management of Transamerica Re
(including one member of the Executive Committee) and half of the allocations to the other beneficiaries, are subject to the satisfaction of the same performance conditions as those set for the 7 March 2011 performance shares Plan (for the description of the performance conditions, refer to paragraph “7 March 2011 performance shares”). Following this decision, 336,650 performance shares were allocated on 1 September 2011 to 89 employees (with 301,000 performance shares to 78 employees of Transamerica Re including one member of the Executive Committee).
Following authorization at the Shareholders' Meeting on 4 May 2011, the Company's Board of Directors of 27 July 2011, implemented a new compensation scheme, the SCOR Long Term Incentive Plan (the “LTIP”), for selected managers and executives of the Group in order to ensure retention of our key employees while extending of performance measurement to six years.
The Company's Board of Directors of 27 July 2011, following authorization at the Shareholders' Meeting on 4 May 2011, allocated 125,000 performance shares to the Chairman and Chief Executive Officer, 392,000 performance shares to the other members of the Executive Committee and 196,000performance shares to a selected numbers of Partners.
All the shares made under the LTIP are subject to the satisfaction of the same performance conditions as those set for the 7 March 2011 performance shares plan (for the description of the performance conditions, refer to paragraph “7
March 2011 performance shares ”) and also to a market condition based on the comparison of the Total Shareholder
Return (TSR) of SCOR with its main peers over two periods of respectively three and six years (respectively between
The performance criterion based on the TSR will be appreciated by considering the average "Volume-Weighted Average
The conditions of the plan are similar to those usually decided by the Group (notably as regards to the presence condition) with a vesting period of two years for the tax residents of France (and an obligation to retain shares for a period of two years from the end of the vesting), and of four years for the beneficiaries not tax residents in France.
Nomination Committee, the Chairman and Chief Executive Officer, acting upon delegation by the Board of Directors held on 9 November 2011, decided on 12 December 2011 to award performance shares to certain Partners hired after 1
The conditions of this plan are similar to those we usually decide with a vesting period of two years for the tax residents in France (and an obligation to retain shares for a period of two years after the end of the vesting period), and of four years for the beneficiaries not tax residents in France.
Start of acquisition period / start of the holding period / duration of the holding period
Requirement of presence at the company as of 12 December 2013
Requirement of presence at the company as of 1 September 2017
Requirement of presence at the company as of 12 October 2012 Performance conditions
Requirement of presence at the company as of 16 March 2011
Refer also to Section 20.1.6 – Notes to the consolidated financial statements, Note 17 – Provisions for employee benefits.
For the number of stock options underlying shares held on the issuer and on the companies referred to previously and exercised during the financial year by the ten employees of the issuer or these companies, whose number of options thus purchased or subscribed is the highest, as well as the stock options granted to ten employees not Company officers whose number of options thus purchased is the highest, refer to table in Section 17.2.2 – Stock options held by the members of the Executive Committee and other company officers as of 31 December 2011.
Program (Employer funding varies by employee depending on age and service)
Switzerland Pension Fund of SCOR Switzerland 1 Annuity or lump sum benefit paid at normal retirement age. The amount is equal to the accrued savings and depends on the retirement date.
(1) This scheme regroups a limited number of beneficiaries (with an executive status). It was closed to new entrants as of 30 June 2008.
Share capital structure and voting rights in the Company to the knowledge of SCOR (on the basis of a study of identifiable share bearers ("Titres aux Porteurs Identifiables" – "TPI") conducted by the Company as at 31 December 2011): As at 31 December 2011 Number of shares % of capital % voting rights (1)
TOTAL 192,021,303 100.00% 100.00% (1) The percentage of voting rights is determined on the basis of the number of shares at closure, excluding the company’s own treasury shares. (2) Source: TPI and Ipreo.
TOTAL 187 795 401 100.00 % 100.00% (1) The percentage of voting rights is determined on the basis of the number of shares at closure, excluding the company’s own treasury shares. (2) Source: TPI and Ipreo.
TOTAL 185,213,031 100.00% 100.00% (1) The percentage of voting rights is determined on the basis of the number of shares at closure, excluding shares deprived of voting rights. (2) Source: TPI and Ipreo. (3) Source: TPI and Ipreo – shareholders via mutual funds and other investment funds.
To SCOR knowledge, there was no other shareholder than those indicated in the table above holding more than 2.5% of the share capital or voting rights of the Company as at 31 December 2011, 31 December 2010 and 31 December 2009.
SCOR regularly conducts TPI searches to find out the number and identity of its bearer shareholders. The results of those analyses are presented in the following table: TPI Date December
To SCOR’s knowledge, there are no shareholder agreements or other agreements among Company shareholders pursuant to which they act in concert. To the Group’s knowledge, there have been no transactions between Directors, officers, or shareholders holding more than 2.5% of the Company’s share capital (or of the company controlling them)
and the Company on terms other than market terms.To its knowledge, except as disclosed above, the Company is not directly or indirectly owned or controlled by any other corporation, foreign government or any other natural or legal person severally or jointly and it is not aware of any arrangements, the operation of which may at a subsequent date result in a change of control of the Company.
Pursuant to Article 8 (“Rights attached to each share”) of the bylaws (statuts), each Ordinary Share gives its owner the right to one vote at the Shareholders’ Meetings and the bylaws (statuts) do not stipulate shares having the right to a double vote. In addition, there is no statutory limitation on voting rights. Therefore, the shareholders of the Company do not have different voting rights.
On 24 November 2009, Barclays Global Investors UK Holding Ltd declared that, on 19 November 2009, Barclays Global
(controlled by Barclays PLC) had exceeded the legal thresholds of 5% of the capital and voting rights in SCOR and that they held 9,266,490 shares representing 9,266,490 voting rights, or 5.03% of the capital and 5.16 % of voting rights in
SCOR. Such excess in threshold results from the acquisition, by BlackRock Inc. of Barclays Global Investor from
On 26 April 2010, BNP Paribas Asset Management declared, on behalf of the portfolio management companies of group
On 21 May 2010, the Goldman Sachs Group Inc. declared that, on 17 May 2010, it had fallen below the thresholds of 5% of the capital and voting rights in SCOR and that it held 9,602,242 shares representing 5.18% of the capital in SCOR.
On 26 May 2010, the Goldman Sachs Group Inc. declared that, on May 20, 2010, it had fallen below the thresholds of 5% of the capital and voting rights in SCOR and that it held 8,956,030 shares representing 4.84% of the capital in SCOR.
On 1 July 2010, BNP Paribas Asset Management declared, on behalf of CamGestion, Fundquest Franceand of the affiliates of Fortis Investments integrated into BNP Paribas Investment Partners for the FCP, SICAV, Mandates and
FCPE, that it had fallen below the registered thresholds of 2.5% of the capital and voting rights in SCOR and that it held 4,604,571 shares representing 2.4879% of the capital in SCOR.
FCPE, that it had exceeded the registered thresholds 2.5% of the capital and voting rights in SCOR and that it held 5,137,571 shares, representing 2.7367% on September 27, 2010, of the capital in SCOR.
On 31 March 2011, Generali France declared that it had exceeded the registered thresholds of 2.5% of the capital and voting rights in SCOR.
18.2 Negative statement as to the absence of differences between the voting rights of various shareholders
Until 3 January 2009, pursuant to Article 8 (“Rights attached to each share”) of the bylaws, for two years after the
EUR 0.78769723 are in existence and each share with a par value of EUR 7.8769723 entitles the holder to one vote.
Commerce), to evaluate the benefits resulting from these agreements and commitments prior to their approval.
However, we are required, if any, to inform you in accordance with Article R. 225-31 of the French commercial code
Special authorization to conclude a stand-by letter of credit facility agreement with Commerzbank.
Negotiations have been conducted with Commerzbank in order to:  allow SCOR entities, party to this agreement, to request issue of letters of credit;  allow the accession of SCOR International Reinsurance Ireland Ltd (“SIRI”) (formely know as Transamerica
International Reinsurance Ireland Ltd) as client after the closing of its acquisition;  put in place SCOR SE’s joint several liability regarding the commitments under this agreement of the other
SCOR entities, party to this agreement, for a maximum amount of USD 250,000,000.
The companies party to this amendment are SCOR SE, SCOR Global P&C SE, SCOR Global Life SE, SCOR
This Facility Agreement was executed on 27 July 2011 and gave rise to the payment of USD 179,166.67 during the financial year 2011.
Authorization to issue a First Demand Guarantee within the framework of the Stand-By Letter of Credit Facility
As its meeting of 9 November 2011, the Company’ Board of Directors authorized, pursuant to Article L.225-38 of the
Related person: Denis Kessler as Chairman and Chief Executive Officer or SCOR SE and as administrator of BNP Paribas a) Nature and purpose
and SCOR Global Life SE (grantors, jointly and severally liable) and Transamerica Corp. (beneficiary).
At its meeting of 22 March and 27 July 2011, the Company’s Board of Directors authorized, pursuant to Article L.225-38 of the French Commercial Code, the signature of a Master Trust Agreement with BNP Paribas and/or one of its subsidiaries on market conditions. On the same Board meeting, SCOR SE accepted to be jointly and severally liable with SCOR Global Life SE within the Master Trust Agreement.
The Master Trust Agreement was signed on 9 August 2011 and gave rise to no payment during the 2011 financial year.
As its meeting of 26 August 2008, the Company’s Board of Directors authorized, pursuant to Article L. 225-38 of the
French Commercial Code, the signature of the Stand-By Letter of Credit Facility Agreement (tne “Facility Agreement”),
finalized with BNP Paribas, for the issue of stand-by letters of credit (“SBLC”), with regard to the Group’s insurance and reinsurance activity for a maximum amount up to USD 400,000,000.
400,000,000 to be made available through the issuance of SBLC or counter-guarantees intended to allow the concerned company to guarantee the execution of its commitments under its insurance and reinsurance operations, for a period of use running from 2 January 2009 to 31 December 2011.
On 28 April 2010, the Company’s Board of Directors authorized the signature by SCOR SE of the amendment #1 to the
Facility Agreement with BNP Paribas dated 23 December 2008, in order to include the letter of credit dated 8 August 2008 regarding the "Initial Letters of Credit" subscribed by SCOR Global Life SE, increase the maximum amount to USD
550 million, update the regulatory references with regard to the pledge of financial instruments.
The guarantees that are to be granted by SCOR SE or the companies of the Group party to this agreement as amended and requesting the issuance of a letter of credit, remain as provided by the agreement dated 23 December 2008.
Switzerland AG et SCOR Rückversicherung (Deutschland) AG (absorbed by SCOR Global Life SE on 19 October 2010).
At its meeting of 22 March and 27 July 2011, the amendment #2 to the Facility Agreement with BNP Paribas in order to allow the accession of SCOR International Reinsurance Ireland Ltd (“SIRI”) (formerly known as Transamerica
International Reinsurance Ireland Ltd) as additional borrower after the closing of its acquisition, allow to put in place
SCOR Global Life SE’s joint and several liability for the benefit of SIRI, exclude SCOR Rückversicherung (Deutschland)
The companies party to this agreement, as amended, are SCOR SE, SCOR Global P&C SE, SCOR Global Life SE and
SCOR Switzerland AG. The other companies within the Group could equally benefit from this agreement as amended.
SCOR Switzerland AG and SIRI. The other companies within the Group could equally benefit from this agreement, as amended.
The Facility Agreement, as amended, gave rise to no payment during the 2011 financial year.
4. With Denis Kessler, Chief Executive Officer of our company a) Nature and purpose
Report of the Chairman of the Board of Directors on the terms and conditions for preparing and organizing the work of the Board of Directors and on internal control and risk management in accordance with Article L. 225-37 of the French
Executive Officer. The performance criteria, determined by the Board of Directors, upon the recommendation of the Compensation and Nomination Committee, will be met for the year n if at least 3 out of 4 conditions below are fulfilled.
 executives of the Group, who had entered into an employment contract but were subject to France's general social security regime and to the additional pension benefits of ARRCO and AGIRC and were discharging their duties on the date on which the additional pension plan took effect.
French Life Reinsurance Company of America L.225-38 of the French Commercial Code, the parent company guarantee’s signature for the reinsurance commitments of SCOR Global Life Reinsurance Company of America.
2. With SCOR Global Life SE, SCOR Global P&C SE, SCOR Switzerland AG and SCOR Rückversicherung
(Deutschland) AG (absorbed by SCOR Global Life SE on 19 October 2010)
(absorbed by SCOR Global Life SE on 19 October 2010). The other companies within the Group could equally benefit from this agreement.
Credit Facility Agreement”) dated 13 December 2005 (for the purposes of this Section, the “Agreement”).
Under the terms of the Agreement, CALYON made a commitment to issue or cause the issue to SGLR of one or more letters of credit for a period of five years for a total commitment equal to the smaller of the following two amounts: (a)
December 2003, between SGLR and SFS. In a letter dated 30 September 2005, the competent authorities of the State of Texas indicated they had no comments on the amendments which would be made to such agreement. The Irish administrative authorities (ISFRA) were also informed of the transaction and indicated they had no objection.
As a result of this transfer, at its meeting of 4 February 2010, the Board of Directors authorized, pursuant to Article
L.225-38 of the French Commercial Code, the reiteration in favour of Crédit Agricole Corporate and Investment Bank
In 2006, despite SCOR contributing of its Non-Life reinsurance operations to SCOR Global P&C SE, SCOR SE
SCOR Global P&C SE as the retroceding companies, and SCOR SE as the retrocessionaire. These retrocessions back the Group's debt carried by SCOR SE for maintaining the aggregate Group’s solvency and sustaining its rating.
The retrocessions also meet the requirements of the ratings agencies, primarily because the retrocession rate can be modulated based on capital needs in terms of business cycles. The rating agencies confirmed that they are maintaining their rating with regard to this new organization of the Group.
SCOR Vie) was authorized by the Board on 16 May 2006, pursuant to the provisions of Article L.225-38 of the French
was not the case when the contracts were underwritten by the subsidiary). As a result, there is a significant increase in the volume of retrocessions to SCOR SE.
SCOR Global Life SE and SCOR SE signed amendment #2 to the retrocession agreement dated 4 July 2006, for the purpose of excluding from the retroceded business, with retroactive effect at 1 January 2007, the policies underwritten by the German, Canadian and Singapore branches.
SCOR SE and its subsidiary SCOR Global Life SE on 4 July 2006.
On 15 April 2009, for these same reasons and taking into account the 2008 U.K. reorganization, i.e. the creation of a branch of SCOR Global Life SE in London and the business transfer from SCOR Global Life Reinsurance UK Ltd to this branch, the Board of Directors approved a new addendum to the retrocession agreement to exclude the business written by the newly created branch in London of the scope of the retrocession agreement.
Commercial Code, the signature, of an amendment #3 to the retrocession agreement signed by SCOR SE and SCOR
of the concerned financial year, and lengthens and complicates the management and the follow-up of the agreement and considerably increases costs.
5. With SCOR Global Life SE, SCOR Global P&C SE and SCOR Switzerland AG
French Commercial Code, the issuance by SCOR SE, regarding the Stand-By Letter of Credit Facility Agreement with
This first demand guarantee is issued for a maximum amount of USD 287.5 million plus interests, costs and accessories as a guarantee of the commitments of SCOR Global Life SE, SCOR Global P&C SE and SCOR Switzerland AG.
The companies party to this agreement are SCOR SE, SCOR Global P&C SE, SCOR Global Life SE and SCOR
Switzerland AG. The other companies within the Group could equally benefit from this agreement.
The first demand guarantee was signed on 30 November 2010 and will end on 31 December 2011. It gave rise to no payment during the 2011 financial year.
Retrocession agreement signed between SCOR SE and SCOR Global P&C SE on 4 July 2006, as amended.
remained a reinsurance company because of the retrocessions established between SCOR Global Life SE and SCOR
The retrocession also meets the requirements of the ratings agencies, primarily because the retrocession rate can be modulated based on capital needs in terms of business cycles.
The signature of the retrocession framework agreement between SCOR SE and SCOR Global P&C SE was authorized by the Board on 16 May 2006, pursuant to the provisions of Article L.225-38 of the French Commercial Code. The contract was signed on 4 July 2006, as part of the reorganization of the Group through the creation, via spin-off, of the subsidiary SCOR Global P&C SE.
As a result, SCOR Global P&C SE and SCOR SE signed amendment #2 to the retrocession agreement they signed on 4
On 15 of April 2009, for these same reasons and taking into account the 2009 U.K. reorganization, i.e.: the creation of a branch of SCOR Global P&C SE in London and the business transfer from SCOR UK Company Ltd to this branch, the
Authorization prior to the signature of a cash-pooling contract with BNP Paribas.
This agreement between SCOR and BNP Paribas was signed on 20 October 2008. It gave rise to the payment by SCOR
SE to BNP Paribas of non-material amounts during the 2011 financial year.
The Board of Directors’ meeting held on the 18 March 2008 and the 26 August 2008 authorized the signature by its
 SCOR Global Life Reinsurance UK Ltd (which became SCOR Global Life SE U.K. Branch) (branch),
With regard to the notional cash-pooling scheme, each participating entity receives remuneration from BNP Paribas of its account’s positive balance, under the terms and conditions negociated for the Group and otherwise, pays interest to
BNP Paribas on the negative balance of their account, at an agreed rate for the Group.
As its meeting of 2 March 2010, the Company’s Board of Directors authorized, pursuant to Article L.225-38 of the French
Commercial Code, the signature by SCOR SE, with regard to a contemplated acquisition of of a company, of an engagement letter for a mission of financial advice with BNP Paribas, for a period of 9 months. The remuneration conditions provided for in this letter are in line with market standards for this type of transaction.
As its meeting of 16 Septembre 2010, the company’s Board of Directors authorized, pursuant to Article L.225-38 of the
French Commercial Code, the signature by SCOR SE, with regard to a contemplated acquisition, of an engagement letter for a mission of financial advice with BNP Paribas, for a period of 9 months. The remuneration conditions provided for in this letter are in line with market standards for this type of transaction.
This engagement letter was executed on 5 November 2010. It gave rise to a payment of EUR 4,700,000 during the financial year ended 31 December 2011.
As its meeting of 3 December 2010, the company’s Board of Directors authorized, pursuant to Article L.225-38 of the
Company Ltd; SCOR Perestrakhovaniye ; SCOR Reinsurance Company Ltd (US); General Security Indemnity
Global Life U.S. Re Insurance Company; SCOR Canada Reinsurance Company ; SCOR Global Life Reinsurance
Commercial Code, the remuneration (i) of the parent company guarantees issued or to be issued by SCOR SE and of the upstream guarantees issued or to be issued to the benefit of SCOR SE, at a rate of 1 for one thousand, on a basis related to technical reserves. The amounts due under the upstream guarantees will be able to be compensated with amounts due under the parental guarantees granted by SCOR SE. This decision amends the terms of the authorizations rendered during its 18 March 2008 Board meeting.
In application of article 28 of the EC Commission Regulation No. 809/2004, the following information is incorporated by reference in this Registration Document: (i) The consolidated financial statements as at 31 December 2010 are included from pages 193 to 273 and the auditors’
report on these consolidated financial statements as at 31 December 2010 is included from pages 274 to 276 of the
report on these consolidated financial statements as at 31 December 2009 is included from pages 264 to 266 of the
The consolidated financial statements for the year ended 31 December 2011 are presented below: 20.1.1 CONSOLIDATED BALANCE SHEETS
Acquisitions of consolidated entities, net of cash acquired (48) - (43)
Cash and cash equivalents at 1 January Note 12 1,007 1,325 1,783
Net income for year ended 31 December 2009 - - - - - 370 - 1 371
Actuarial gains/losses not recognized in income - - - (8) - - - - (8)
Comprehensive income, net of tax - - 288 (20) - 370 - 1 639
Allocation of prior year net income - - - 370 - (370) - - -
Net loss on cash flow hedges - - - (21) - - - - (21)
The consolidated financial statements were presented by Group Management to the Audit Committee. The Management and the Audit Committee report to the Board of Directors, which authorized the consolidated financial statements on
Interpretations Committees (Standing Interpretations Committee (SIC) and IFRS Interpretations Committee (IFRIC))
Special Purpose Entities (SPE) are consolidated where the substance of the relationship is that the SPE is controlled by the Group. The Group sponsors a number of catastrophe bond notes issued by Atlas Special Purpose Vehicles (SPVs).
Subsidiaries are consolidated from the time the Group takes control until the date control is transferred outside the
Group or control ceases. Certain subsidiaries have been included within the Group financial statements under the equity method and are not fully consolidated on a line by line basis as they are immaterial to the Group consolidated financial statements.
Mutual funds and real estate entities are fully consolidated or recorded using the equity method in accordance with the afore-mentioned rules.
The Group’s consolidated financial statements are presented in euros (EUR) and all values are rounded to the nearest
EUR million except where stated otherwise. The other key currencies in which the Group conducts business and the exchange rates used for the preparation of the 2011 financial statements are as follows: Currency Ending rate 2011 Average rate 2011
 Amendments to IFRIC 14 – Prepayments of a minimum funding requirement interpretation issued in November 2009 sought to remove an unintended consequence arising from the treatment of prepayments in some circumstances when there is a minimum funding requirement. The application of this Amendment has not resulted in any material impact on the Group’s consolidated financial statements.
 Amendment to IFRIC 19 – Extinguishing financial liabilities with equity instruments issued in November 2009 clarified the treatment of extinguishments of debt by issuance of an equity instruments to enhance consistency between entities. An entity is now required to initially measure equity instruments issued to a creditor to extinguish all or part of a financial liability at the fair value of the equity instruments issued or the fair value of the liability extinguished, whichever is more reliably determinable. The difference between the carrying amount of the financial liability extinguished and the initial measurement amount of the equity instruments issued is recognised in profit or loss. The application of this Amendment has not resulted in any material impact on the
 The improvements to International Financial Reporting Standards published in May 2010 and applicable in part for annual periods beginning on or after 1 July 2010, comprise non-urgent, minor amendments to International
Financial Reporting Standards. They are presented in a single document rather than as a series of isolated changes. They include both amendments that result in accounting changes for presentation, recognition or measurement purposes, and amendments that are terminology or editorial changes that have no or minimal effect on accounting. Following EU endorsement on 18 February 2011, the application of these amendments has not resulted in any material impact on the Group’s consolidated financial statements.
 Amendments to IAS 19 – Employee Benefits were issued in June 2011, which make significant changes to the recognition and measurement of defined benefit pension expense and termination benefits, and to disclosures for all employee benefit plans. These amendments are applicable for annual periods beginning on or after 1
January 2013, with earlier adoption permitted. The application of these amendments is not expected to have a material impact on the Group’s consolidated financial statements.
 IFRS 9 Financial Instruments: Classification and Measurement reflects the first phase of the IASB’s work on the replacement of IAS 39 and applies to classification and measurement of financial assets and financial liabilities. The standard is effective for annual periods beginning on or after 1 January 2015. In subsequent phases, the IASB will address impairment and hedge accounting. The completion of this project is expected in 2012. The adoption of IFRS 9 will have an effect on the classification and measurement of the Group’s financial assets. However, the Group determined that the effect will be quantified only in conjunction with the other phases when issued, to present a comprehensive picture.
 IFRS 10 – Consolidated Financial Statements replaces the portion of IAS 27 Consolidated and Separate
 IFRS 13 – Fair Value Measurement provides guidance on how to measure the fair value of financial and nonfinancial assets and liabilities when required or permitted by IFRS. The standard is effective for annual periods on or after 1 January 2013. The adoption of IFRS 13 will affect some of the fair value of certain assets and liabilities and thus affecting the profit and equity of the Group.
At each period end, the entity must translate the items on its balance sheet which are denominated in a foreign currency into the functional currency, using the following procedures:  monetary items and non-monetary items classified as fair value through income are translated at end of period exchange rates and the resulting gains and losses are recorded in the statement of income;  non-monetary items are translated: - at the exchange rates in effect on the transaction date for items valued at historical cost; or - at end of period exchange rates if they are valued at fair value; and - to the extent that any gains or losses arise, these are directly recorded in shareholders’ equity. In particular this affects foreign exchange differences for available for sale equity securities and exchange differences resulting from the conversion of these items are also directly recorded in shareholders’ equity;  the gains and losses resulting from the translation of net foreign investment hedges are recorded in shareholders’ equity. They are recognized in the statement of income upon the disposal of the net investments.
Goodwill is initially measured at cost being the excess of the cost of the business combination over the fair value of the
Other intangible assets consist primarily of customer related intangibles arising from non-life business combinations and purchased or development expenditure related to software.
Real estate currently held by the Group is classified as investment property when it is held to earn rentals, or for capital appreciation or both. Other properties are classified as tangible assets. Some buildings may be partially occupied by entities of the Group. Other properties are classified as tangible assets. Properties, including properties used by the
Group, are recognized at cost, net of accumulated depreciation and impairment losses. Depreciation is recorded on a straight-line basis over the useful lives of the assets as follows: Category Useful life
Investment properties acquired through financial lease agreements are recorded on the balance sheet as assets based on the present value of future rental payments and any purchase option. Subsequent to the initial recognition they are accounted for as investment properties at cost, net of accumulated depreciation and impairment losses. The corresponding debt is recorded under “financial liabilities” and is amortized based on the effective interest rate method.
Sales and purchases of assets are recorded on the settlement date. Once it has been initially recorded, an asset is measured according to its asset category, determined according to the methods set forth below. Financial assets are derecognized when the contractual rights to the cash flow of the financial asset expire or are transferred, and when the
This caption includes primarily debt relating to the acquisition of real estate and financial lease agreements. Debt under financial lease contracts is recorded at fair value less directly attributable transaction costs. After initial recognition, they are measured at amortized cost using the effective interest rate method where this method has a significant impact compared to the nominal contractual rate method.
Derivative instruments are recorded and classified at fair value through income (designated at inception) unless they are designated as hedging instruments.
between dates exceeding predefined pricing thresholds per investment categories; and (iii) a review and approval of extraordinary valuation changes noted.
The Group provides disclosures over the measurements of those financial instruments held at fair value, using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:  quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1);  models prepared by internal and external third parties using market inputs (Level 2); and
The level in the fair value hierarchy within which the fair value measurement is categorized is determined on the basis of the lowest level input that is significant to the fair value measurement in its entirety. For this purpose, the significance of an input is assessed against the fair value measurement. If a fair value measurement uses observable inputs that require significant adjustment based on unobservable inputs, that measurement is a Level 3 measurement. Assessing the significance of a particular input to the fair value measurement requires judgment, considering factors specific to the asset or liability.
For fixed income securities, and loans and accounts receivable, an objective indicator of impairment relates primarily to proven default credit risk. Different factors are considered to identify those fixed income securities potentially at risk of impairment, including significant financial difficulty or default in payments, to enable the Group to conclude whether there is objective evidence that the instrument or group of instruments is impaired.
For financial instruments where the fair value cannot be measured reliably and they are measured at cost a regular analysis is completed to determine if this remains appropriate given the nature of the investment and factors such as amounts realized and the appearance or re-appearance of a market or reliable value. Impairment assessments are completed dependent on the underlying nature of the investment and the expected future cash flow.
For the calculation of diluted earnings per share, the weighted average number of shares in issue is adjusted to assume conversion of all potentially dilutive ordinary shares.
The Group maintains reserves to cover its estimated liability for claims related to known events or events incurred but not yet reported (IBNR). The reserves are reviewed by management during the year, using new information as soon as it is available and the reserves are adjusted if necessary. Management considers many factors when establishing reserves, including:  information from ceding companies;  historical developments, such as reserve patterns, claims payments, number of claims to be paid and product mix;  internal methods to analyze the Group’s experience;  most recent legal interpretations concerning coverage and commitments;  economic conditions;  biometric developments such as mortality and morbidity; and
In determining the amount of its reserves, the Group generally uses actuarial techniques that take into account quantitative loss experience data, together with qualitative factors, where appropriate. The reserves are also adjusted to reflect the volume of business underwritten, reinsurance treaty terms and conditions, and diversity in claims processing that may potentially affect the Group’s commitment over time.
However, it is difficult to accurately value the amount of reserves required, especially in view of changes in the legal environment, including civil liability law, which may impact the development of reserves. While this process is complicated and subjective for the ceding companies, the inherent uncertainties in these estimates are even greater for the reinsurer, primarily because of the longer time period between the date of an occurrence and the request for payment of the claim to the reinsurer, the diversity of contract development schemes, whether treaty or facultative, dependence on the ceding companies for information regarding claims, and differing reserve practices among ceding companies. In addition, trends that have affected development of liabilities in the past may not necessarily occur or affect liability development to the same degree in the future. Thus, actual losses and policy benefits may deviate, perhaps significantly, from estimates of reserves reflected in the Group’s consolidated financial statements.
Claim reserves for losses and claims settlement expenses are recognized for payment obligations from reinsurance losses that have occurred but have not yet been settled. They are recognized for reserves for reinsurance losses reported before the reporting date and reserves for reinsurance losses that have already been incurred but not yet reported (IBNR), and are calculated on the basis of their ultimate cost, undiscounted, except for workers’ compensation claims which are discounted in the U.S.
Share of retrocessionaires in insurance and investment contract liabilities are calculated according to the contractual conditions on the basis of the gross reserves. Allowances are established for any specific expected credit risks.
Mathematical reserves are calculated underwriting reserves relating to guaranteed claims and benefits of ceding companies in life reinsurance. Mathematical reserves are estimated using actuarial methods on the basis of the present value of future payments to cedants less the present value of premium still payable by cedants. The calculation includes
Shares of retrocessionaires in the insurance and investment liabilities are calculated according to the contractual conditions on the basis of the gross reserves. Allowances are established for estimated credit risks.
Reserves for investment contract liabilities are recognized for reinsurance contracts, either life or non-life, that do not meet the risk transfer criteria described in IFRS 4.
For Life reinsurance contracts qualifying as “insurance contracts” the estimation method consists of estimating ceding companies’ outstanding accounts for the current year in addition to information actually received and recorded.
A reinsurance asset is recognized to reflect the amount estimated to be recoverable under the reinsurance contracts in respect of the outstanding claims reported under reinsurance liabilities assumed. The amount recoverable from reinsurers is initially valued on the same basis as the underlying claims provision except in the case of non-proportional retrocession whether by risk or by event, where it is SCOR policy to only recognize case or IBNR recoveries upon confirmation of the occurrence of a loss booked which triggers the retrocession contract.
(for Life) and VOBA is calculated using expectations for estimated revenues from investments and the measurement of reserves is based on the discount rate reflecting directly the performance of assets, relevant parts of the recognized unrealized gains and losses from financial investments are considered as shadow DAC, shadow VOBA and shadow reserves and offset directly in equity.
The Group provides retirement benefits to its employees, in accordance with the laws and practices of each country. The main plans are in France, Switzerland, the U.K., the U.S. and Germany. Group employees in certain countries receive additional pension payments, paid as an annuity or in capital upon retirement. The benefits granted to Group employees are either in the form of defined contribution or defined benefit plans. Plan assets are generally held separately from the
Past service costs generated at the adoption or modification of a defined benefit plan are recorded as an expense, on a straight-line basis over the average period until the benefits become vested. When benefit rights are acquired upon the adoption of a plan or its modification, past service cost is immediately recognized as an expense.
In some countries, the Group rewards employees for length of service by granting them a lump sum after certain periods of service. The primary country providing this benefit is France. For France, the present value of the obligation is calculated annually by an independent actuary using the projected unit credit method and is recognized on the balance sheet.
The tax expense for the period comprises current and deferred tax. Tax is recognized in the statement of income except to the extent that it relates to items recognized in other comprehensive income or directly in equity.
The current income tax charge is calculated on the basis of tax laws enacted or substantively enacted at the end of the reporting period in countries where the Group’s subsidiaries and associates operate and generate taxable income.
Deferred taxes are not provided in respect of temporary differences arising from the initial recognition of goodwill, or from goodwill for which amortization is not deductible for tax purposes, or from the initial recognition of an asset or liability in a
transaction which is not a business combination and affects neither accounting profit nor taxable profit or loss at the time of the transaction.
Deferred tax assets are recognized on net operating losses carried forward to the extent that it is probable that future taxable profit will be available to utilize those net operating losses carried forward. Management makes assumptions and estimates related to income projections to determine the availability of sufficient future taxable income. SCOR uses a discounted cash flow model comprised of an earnings model, which considers forecasted earnings, and other financial ratios of legal entity based on board approved business plans, which incorporate key drivers of the underwriting results.
Business plans include assessments of gross and net premium expectations, expected loss ratios and expected expense ratios, together with actuarial assumptions. To the extent that net operating losses carried forward cannot be utilized or expire, there may be deferred income tax expenses recorded in the future.
Management evaluates the performance of these segments and allocates resources to them in accordance with various performance indicators. The amount of inter-segment transactions, primarily in relation to gross written premiums, is not significant.
Risk Transfer); Business Solutions (large corporate accounts underwritten essentially on a facultative basis and occasionally as direct insurance for industrial groups and services companies); and Joint Ventures and Partnerships.
The following table sets forth the operating income for each of the Group’s operating segments and its corporate cost center for the financial years ended 31 December 2011, 2010, and 2009 as if Group Functions had been separately reported for all financial years under view.
Change in fair value of investments (5) (2) - - (7) 3 (3) - - - 12 7 - - 19
CURRENT OPERATING RESULTS 211 211 (70) (3) 349 203 388 (70) (2) 519 157 253 (67) (4) 340 Other operating expenses - (30) - - (30) - (29) - - (29) - (21) - - (21)
The following table sets forth the operating income for each of the Group’s operating segments as presented previously before refining the cost allocation methodology for the financial years ended 31 December 2010 and 2009.
Net income from reinsurance operations 20 (180) - (160) (28) (108) - (136)
(1) Inter-segment recharges of expenses are eliminated on consolidation. (2) Technical results are the balance of income and expenses allotted to the insurance business.
The distribution by geographic region, based on the location of the ceding company for treaty business and location of the insured for facultative business, is as follows: FOR THE YEAR ENDED 31 DECEMBER
Asia and rest of the world Total Insurance business investments 16,056 3,578 514 20,148 15,812 3,451 608 19,871
Share of retrocessionaires in insurance and investment contract liabilities 1,196 49 6 1,251 833 277 4 1,114
Life Total Cash and cash equivalents at 1 January 687 320 1,007 752 573 1,325 1,207 576 1,783
Effect of changes in foreign exchange rates 39 13 52 48 22 70 8 4 12
The following sections describe acquisitions and disposals which either occurred or for which the accounting was finalized in 2011 and 2010 respectively.
SCOR and AEGON have entered into a definitive agreement pursuant to which SCOR acquires the mortality risk reinsurance business of Transamerica Re, a part of AEGON. Transamerica Re was a division of AEGON, but not a standalone legal entity. The operations acquired relate solely to biometric risks. The acquisition included a series of retrocession agreements from AEGON to SCOR Global Life US entities. As part of the acquisition, SCOR also purchased from AEGON one Irish entity, Transamerica International Reinsurance Ireland Limited subsequently renamed to SCOR International Reinsurance Ireland Limited.
Transamerica Re is the 3rd largest Life reinsurer in the US based on 2009 recurring new business volume, and the 7th largest in the world based on 2010 net earned premiums. It is active in the Life mortality markets.
Transamerica Re’s gross written premiums amounted to USD 2.2 billion in 2010, with 87% generated in the US. It is headquartered in Charlotte, North Carolina and operates in 11 countries with 451 employees.
The total provisional consideration for the acquired mortality risk reinsurance business of Transamerica Re amounts to
The purchase price has therefore been allocated based on a preliminary estimate of the fair value of assets acquired and liabilities assumed at the date of acquisition determined in accordance to IFRS 3 “Business Combinations”. The provisional allocation requires significant assumptions and the use of external expertise and it is possible that the preliminary estimates will change materially as the purchase price allocations are finalized. If such amounts were to be adjusted, this could have an impact on the fair value of the net assets acquired and the resulting gain from bargain purchase. The accounting of the acquisition of Transamerica Re must be finalized within 12 months of the acquisition date.
The assets and liabilities acquired have been recorded at their fair values for purposes of the opening balance sheet and included in the consolidated accounts of SCOR using the Group's accounting principles as determined in accordance with IFRS.
The management of SCOR measured the fair value of the separately recognizable identifiable assets acquired and the liabilities assumed as of the acquisition date. The cost of the investment was lower than the provisional fair value of the net assets acquired. This difference, or gain from bargain purchase of EUR 127 million, was recorded in the statement of income of the SCOR Group.
TRANSAMERICA RE: STATEMENT OF INCOME FROM ACQUISITION DATE TO 31 DECEMBER 2011 In EUR million (1)
The pro forma financial information as of 31 December 2011 is presented to illustrate the effect on the Group’s statement of income of the Transamerica Re acquisition as if the acquisition had occurred on 1 January 2011. The
The main assumptions included in the retrospective calculation relate to the following items:
EUR 127 million has been recognized as of 1 January 2011.
Gross benefits and claims paid (incl. ULAE) (5,164) (1,107) - (6,271)
(1) Acquisitions costs were allocated between SCOR and TARe based on the 'location' of the expenses.
In accordance with IFRS 3, the accounting of a business combination can be reviewed within twelve months from the acquisition date. On 4 December 2010, the initial accounting was finalized with no net change in fair value of net assets acquired. These changes reflect the availability and use of more up to date information on which to base the final acquisition accounting and were recorded as follows: In EUR million 2011
The value of business acquired (“VOBA”) for the acquisition of XL Life America Inc. has been estimated as EUR 37 million based on an estimate of expected future income and using a discount rate including an appropriate risk premium.
This intangible asset is amortized over the lifetime of the underlying treaties, in line with expected emergence of income.
Cumulative depreciation and impairment at 31 December 2011 (181) (392) (82) (655)
Carrying value as at 31 December 2010 788 521 95 1,404
The disclosure of intangible assets split between the Group’s operational segments SCOR Global P&C and SCOR
For the purposes of impairment testing, goodwill acquired in a business combination is allocated by SCOR to the groups of cash generating units (CGUs) that are expected to benefit from the profitability and synergies of the business combination. SCOR groups its CGUs by its operating segments, SCOR Global P&C and SCOR Global Life. This is consistent with the way that SCOR manages and monitors its business and cash flows.