Certain statements contained in this Registration Document may relate to objectives of SCOR SE (“SCOR SE” or the “Company”) or of the SCOR group (“SCOR” or 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 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 5 March 2014
Directive 2003/71/CE (the “Regulation (EC) 809/2004”),the following information is included by reference in this registration document (the “Registration Document”):  SCOR SE’s corporate and consolidated financial statements for the financial year ended 31 December 2012 and the report of the statutory auditors regarding said financial statements as presented in SCOR SE’s registration document filed with the AMF on 6 March 2013 under number D.13-0106.
 SCOR SE’s corporate and consolidated financial statements for the financial year ended 31 December 2011 and the report of the statutory auditors regarding said financial statements as presented in SCOR SE’s registration document filed with the AMF on 8 March 2012 under number D.12-0140.
13 Profit forecasts or estimates 115 14 Administrative and management bodies 119 14.1 Information on the members of the Board of Directors and Senior Management 119 14.1.1 Information concerning the members of the Board of Directors 119 14.1.2 Biographical information on members of the Board of Directors 127 14.1.3 Executive Committee 129 14.1.4 Biographical information on the members of the Executive Committee 131 14.1.5 Negative disclosures about members of the Board of Directors and Senior Management 133 14.2 Administrative, management, and supervisory bodies and Senior Management conflicts of interest 133 15 Remuneration and benefits 136 15.1 Amount of remuneration paid and benefits in-kind 136 15.1.1 Directors’ fees 136 15.1.2 Remuneration of the members of the COMEX and of the executive corporate officer in 2013 137 15.1.3 Remuneration in the form of options and share allocation 144 15.2 Total amounts set aside or accrued to provide pension, retirement, or similar benefits for financial 16 Board practices 147 16.1 Date of expiration of the current term of office 147 16.2 Information on service contracts of members of Administrative and senior officers 147 16.3 Information on the Audit Committee and the Compensation and Nomination Committee 147 16.4 Corporate governance regime 148 17 Employees 149 17.1 Number of employees 151 17.2 Information on shareholdings and stock options or Company stock purchases by members of
Administrative and Management bodies 152 17.2.1 Number of shares held by Directors and Senior managers 152 17.2.2 Stock options held by the members of the Executive Committee and other Company officers as at 31 December 2013 153 17.2.3 Free allocation of shares to Executive Committee members and other company officers as at 31
December 2013 156 17.3 Plans providing employee participation in Company 159 17.3.1 Stock options plans 159 17.3.2 Free share allocation plans 161 17.3.3 Stock option plans currently in force within the Group 169 17.3.4 Employee savings plan 170 17.4 Defined pension schemes 171 17.4.1 Defined contribution pension schemes 171 17.4.2 Define benefits pension schemes 172 18 Principal shareholders 173 18.1 Significant shareholders known to SCOR 175 18.2 Negative statement as to the absence of differences between the voting rights of various shareholders 178 18.3 Direct or indirect control by one shareholder 178 18.4 Agreement which could result in a subsequent change in control 178 19 Related party transactions 181 19.1 Related party transactions 181 19.2 Regulated agreements 181 19.3 Special report of the auditors on regulated agreements and commitments 181 20 Financial information concerning the issuer’s assets and liabilities, financial position and profits and losses 195 20.1 Historical financial information : consolidated financial statements 195 20.1.1 Consolidated balance sheets 196 20.1.2 Consolidated statements of income 198 20.1.3 Consolidated statements of comprehensive income 200 20.1.4 Consolidated statements of cash flows 200 20.1.5 Consolidated statements of changes in shareholders’ equity 201 20.1.6 Notes to the consolidated financial statements 203 20.2 Auditing of historical consolidated financial information 297 20.3 Sources of financial information not extracted from the audited financial statements of the issuer and indication of such absence of audit 300 20.4 Date of most recently audited financial information 300 20.5 Interim and other financial information 300
20.6 Dividend distribution policy 300 20.7 Litigation and arbitration procedures 300 20.8 Material change in financial or commercial situation 300 21 Additional information 303 21.1 Share capital 303 21.1.1 Amount of issued capital and additional information 303 21.1.2 Existence of non-equity shares 307 21.1.3 Number and value of directly or indirectly held treasury shares 307 21.1.4 Amount of convertible securities, exchangeable securities or securities with subscription warrants 309 21.1.5 Information about and terms of any acquisition rights and/or obligations over authorised but unissued capital or an undertaking to increase the capital 309 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 309 21.1.7 History of the Company’s share capital for the period covered by the historic financial information 310 21.2 Charter and Bylaws 311 21.2.1 Corporate purpose of the issuer (article 3 of the Bylaws) 311 21.2.2 Summary of the Bylaws and internal regulations of the Company concerning the members of its
(articles 8 and 19 of the Bylaws) 316 21.2.7 Provisions that could delay, defer or prevent a change in control or in the shareholding of the
Company 317 21.2.8 Declaration thresholds 317 21.2.9 Conditions governing modifications to the share capital (other than legal provisions) 318 23 Third-party information and statements by experts and declarations of any interest 323 23.1 Expert’s report 323 23.2 Information from third parties 323 24 Documents on display 325 25 Information on holdings 327 26 Non financial information 329 27 Fees paid by the Group to the Auditors 331
Appendix B Report Of The Chairman Of The Board Of Directors 369
 I declare that, having taken all reasonable care to ensure that such is the case, the information contained in this Registration Document is, to the best of my knowledge, in accordance with the facts and contains no omission likely to affect its import.
 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 D, 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.
 The historical financial information included in the Registration Document was certified by the auditors and their reports are reproduced in Section 20.2 and Appendix A of this document as well as the historical financial information is incorporated by reference for financial years 2012 and 2011, in section 20.2 and Appendix A of the 2012 Registration Document and in section 20.2, Appendix A and Appendix E of the 2011 Registration
Chairman of the Board of Directors and Chief Executive Officer (CEO)
On the date of the Shareholder’s Meeting called to approve the financial statements of the financial year ending
Renewal of the appointments of the statutory auditors appearing above for a period of six years shall be put to a vote at the Annual General Shareholders’ Meeting called to approve the financial statements of the financial year ending December 31, 2013.
Mr. Charles Vincensini 71, avenue Mozart 75016 Paris CRCC of Paris
On the date of the Shareholder’s Meeting called to approve the financial statements of the financial year ended 31 December 2013
Mr. Pierre Planchon 1 place des Saisons- 92037 Paris La Défense Cedex as an alternate auditor for the office of Ernst & Young Audit, for the remainder of the appointment of the latter
SCOR SE, and its consolidated subsidiaries (“SCOR” or the “Group”), is the world’s 5th largest reinsurer (1) serving more than 4,000 clients from its organizational hubs located in Paris, Zurich, Cologne and London for Europe, Singapore for
The 2013 year end results and balance sheet strength demonstrate the effectiveness of SCOR’s strategy which is based on high business and geographical diversification and focuses on traditional reinsurance activity.
During 2013, Standard & Poor’s raised the outlook on the “A+” rating of SCOR SE and its main subsidiaries to “positive”
The financial strength ratings of the Group are currently “A+” positive outlook from Standard & Poor’s “S&P”, “A1” stable outlook from Moody’s, “A+” stable outlook from Fitch, and “A” stable outlook from A.M. Best.
2011 comparative disclosures include the results generated by Transamerica Re during the period from 9 August 2011, the date of acquisition by SCOR, up to 31 December 2011. 2012 comparative disclosures include twelve months of the results generated by Transamerica Re. 2013 disclosures include the results generated by Generali U.S. during the period from 1 October 2013, the date of acquisition by SCOR, up to 31 December 2013.
Basic earnings per share (in EUR) (5) 2.96 2.28 1.79 (2)
(1) By Net Reinsurance premiums written, source: “S&P Global Reinsurance Highlights 2013” (excluding Lloyd’s of London)
(2) Prior year comparatives have been adjusted retrospectively due to the adoption of IAS 19 – Employee Benefits (revised) – refer to Section 20.1.6. Note 1 – D - IFRS standards effective during the period and IFRS standards not yet effective
(3) Operating income (before impact of acquisitions) is defined as result before gain from bargain purchase, acquisition related expenses, financing expenses, share in results of associates, and taxes
(9) Life technical margin is calculated as a percentage of net technical result plus income from funds held by ceding companies and the net of gross and ceded earned premiums. The net technical result represents the result of the net reinsurance operations of the Life division including income and expenses either implied in the reinsurance and retrocession arrangements or fully related to these arrangement
The risk factors described below must be considered together with the other information contained in the Registration
Difficult conditions in the global capital markets and the economy generally may materially adversely affect
The Group’s results of operations could be materially affected by the global capital markets conditions and the economy generally, in France, other countries in continental Europe, the United Kingdom (“the UK”), the United States of America
(“the US”) and elsewhere around the world. Many economies around the world are experiencing negative macroeconomic trends, including widespread job losses, higher unemployment, lower consumer spending, lower credit availability, the failure of a number of companies and the threat of sovereign default. Any continued deterioration in macroeconomic trends could have an adverse effect on SCOR’s business and results of operations. Since the second half of 2007, the global capital markets have been marked by extreme volatility in some securities prices, and by a very low interest rate level for the best rated sovereign debts, while other sovereign debt issuers, notably in the Eurozone, have been subject to high risk premiums. Although pressure on the most fragile sovereign issuers in Europe seems to have decreased since summer 2012, notably due to announcements from the European Central Bank, the financial situation in many countries of the Eurozone remains unstable and new downgrades of some states' financial rating have occurred. While SCOR does not currently own any securities issued by the governments of Greece, Italy, Spain, Ireland or Portugal, it cannot predict whether any of the other government securities that it holds in its investment portfolio will be adversely affected in the future by ratings downgrades, the continuing debt crisis or other developments. For further information on investments, refer to Section 6.1.5 Investments and Section 20.1.6 – Notes to the consolidated financial statements, Note 6 – Insurance Business Investments.
In addition, the fixed-income markets can experience 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 US 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.
Recently, advanced economies have experienced an improvement in their economic situation. While these developments may eventually unfold into a noticeable expansion, the risk of a relapse of all or part of these economies remains important. The global economy may suffer from a brutal turn in American monetary policy, which could spur a rise in interest rates all along the yield curve. Financing conditions could thus deteriorate across sectors and economies.
In particular, the emerging and developing countries may suffer from capital outflows in the wake of such a US monetary normalization.
In a number of countries in which the Group operates, legislation has been passed in an attempt to stabilize the financial markets, including bank stabilization programs by the Government and Bank of England in the UK and similar programs under the Emergency Economic Stabilization Act of 2008 in the US, as well as the Financial and Banking 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 Stability Mechanism (ESM) 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 US, UK, Euro-zone and other countries, may fail to stabilize durably the financial markets. Although the European sovereign debt crisis has receded, public finances are far from equilibrium and public debt in some Eurozone countries is following an unsustainable path.
Thus, tensions on some sovereign issuers are likely to reappear, in particular when long term interest rates are on the rise again.
SCOR takes into consideration the numerous changes to the environment in which the Group operates, examples being : professional practices, legal, jurisdictional, regulatory, social, political, economic, financial and environmental conditions.
See “Appendix B – II. Internal control and risk management procedures, B. Identification and assessment of risks” for further information on risk mitigation actions.
Generally, SCOR’s ability to increase or maintain its portfolios of insurance and reinsurance risks in the Non-Life and
SCOR Global Life would be less impacted by a pandemic event compared to the general population due to the socioeconomic profile of the reinsured portfolio. However, the limited amount of available historical data, combined with the generic model risk, creates a high degree of uncertainty in the results. The financial outcome of a severe pandemic could, therefore, differ considerably from that expected by the model, thus leading to a potentially significantly higher loss than expected.
SCOR Global Life is also exposed to risks related to policyholder behavior. This includes risks such as lapsation, antiselection at policy issue, resale or purchase of policies with no insurable interest, actual exercising of policy options by the policyholder different from expected, and fraudulent applications.
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 upon 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.
Anti-selection refers to the problem of asymmetry of information between the insured and the insurer. An individual applying for life or health insurance cover usually has better knowledge about his or her own state of health than the insurer. The risk to the (re)insurer is of policyholders deliberately deciding among other things to:
 take out a policy in the knowledge that either their chances of claiming is high or higher than average;  terminate a policy in the knowledge that their chances of claiming are low or lower than average, or;  choose and exercise a policy option which increases the policyholder’s expected benefit.
Collateral arrangements in Life reinsurance transactions are stipulated in contractual agreements generally established from regulatory frameworks or to address clients' counterparty risk mitigation requirements.
Regulation XXX increase over time and are normally in excess of reserves required under IFRS in other jurisdictions.
The Group takes into account the effect of the diversification between its two divisions: Life and Non-Life, in its internal model, by setting parameters for the interdependence of the various lines of business.
Unforeseen events, such as natural catastrophes or terrorist attacks, can cause significant damage. These types of risk primarily affect Non-Life business areas. However, in cases where SCOR faces a large number of casualties, the possibility of the losses also affecting its Life lines of business cannot be excluded.
In the event of a very large natural catastrophe with many victims, the losses generated in the Life and Non-Life reinsurance divisions could potentially accumulate, with losses on financial assets related to the potential reaction of markets (e.g., interest rates, exchange rates and equity market prices). In the same way, a major pandemic event may cause financial market turmoil or business interruptions.
SCOR’s ability to grow or maintain its portfolios in the Life and Non-Life reinsurance divisions may be subject to correlated external factors, such as economic and political risks.
See “Section 20.1.6 – Note 26, Insurance and financial risk – Interdependence of the Non-Life and Life Reinsurance businesses” for further information on risk mitigation actions.
The inherent unpredictability of these events makes forecasts and risk evaluations uncertain for any given year. As a result, SCOR’s claims experience may vary significantly from one year to the next, which can have a signif icant impact on its profitability and financial position. In addition, depending on the frequency and nature of losses, the speed with which claims are made and the terms of the policies affected, it may be required to make large claim payments within a short period. SCOR may be forced to fund those obligations by liquidating investments in distressed market conditions, or by raising funds under unfavorable conditions. In particular, its most significant exposure to natural catastrophes in
See “Section 6.1.3.4 – Catastrophe (Cat) risk and exposure controls” for further information on risk mitigation actions.
Netherlands (NHT), Australia and Belgium (TRIP), which allows the Group to have limited and known commitments. In the US, the Terrorism Risk Insurance Act passed in November 2002 for a period of three years, which was extended to 31 December 2007 by the Terrorism Risk Insurance Extension Act, was renewed for seven years, until 31 December 2014 by the Terrorism Risk Insurance Program Reauthorization Act (“TRIPRA”). It established a federal assistance program to help insurance companies cover claims related to terrorist acts. TRIPRA requires that terrorist acts be covered by insurers. Despite TRIPRA, and the federal aid that it provides, the US insurance market is still exposed to some significant risks in this area. Therefore, SCOR monitors very closely its exposure to the US market, primarily because of the insurance obligation created by the law. In addition to the commitments described above,
As a result, future terrorist acts, whether in the US or elsewhere, could cause SCOR significant claims payments, and could have a significant effect on its business, present and future revenues, net income, cash flows, financial position, and potentially, on the price of its securities.
Like most reinsurance companies, SCOR is exposed to environmental pollution and asbestos related risks, particularly in the US Insurers are required under their contracts to notify the relevant reinsurer of any claims or potential claims that they are aware of. However, the Group often receives notices from insurers of potential claims related to environmental
and asbestos risks that are not precise enough, as the primary insurer may not have fully evaluated the loss at the time it notifies it of the claim. Due to the imprecise nature of these claims, the uncertainty surrounding the extent of coverage under insurance policies and whether or not particular claims are subject to any limit, the number of occurrences and new developments regarding the insured and insurer liabilities, it can, like other reinsurers, only give a very approximate estimate of its potential exposure to environmental and asbestos claims that may or may not have been reported.
B. SCOR is exposed to Guaranteed Minimum Death Benefit (GMDB) products
Life will be released from the risk when the beneficiary reaches this age limit. See “Section 20.1.6 – Notes to the consolidated financial statements, Note 16 – Net Contract Liabilities.”
See “Section 20.1.6 – Notes to the consolidated financial statements, Note 16, Net Contract liabilities – (A) Guaranteed
C. SCOR is exposed to risks arising from its US Non-Life subsidiaries
SCOR Non-Life’s US operations include both on-going and run-off portfolios. The latter principally consists of risks arising from various classes of insurance and reinsurance business written in the US from the middle of the 1990’s to 2002 by SCOR 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 in Bermuda through
Commercial Risk Partners Ltd. (“CRP”), a company absorbed by GSNIC in 2009. There can be no assurance that
4.1.5 IF SCOR’S RESERVES PROVE TO BE INADEQUATE, ITS NET INCOME, CASH FLOW AND FINANCIAL POSITION MAY BE ADVERSELY AFFECTED
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 exposure. For some of these businesses, it has, in the past, been necessary for SCOR to revise estimated potential loss exposure and, therefore, to reinforce the related loss reserves.
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
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 –
Nonetheless, the Group competes for business in the European, American, Asian and other international markets with numerous international and domestic reinsurance companies, some of which have a larger market share than ours, greater financial resources and, in certain cases, higher ratings from the rating agencies.
Therefore, SCOR remains exposed to the risk of losing its competitive advantage. In particular, when available reinsurance capacity is greater than the demand from ceding companies, its competitors, some of which have higher ratings than it does, may be better positioned to enter new contracts and gain market shares at its expense.
Furthermore, the Group’s reputation is sensitive to reinsurance sector information and can be affected by adverse events concerning competitors. For example competitors’ bad results could have a significant impact on its business, present and future revenues, net income, cash flows, financial position, and potentially, on the price of its securities.
Insurance industry participants may seek to consolidate through mergers and acquisitions. These consolidated entities may use their enhanced market power and broader capital base to negotiate price reductions for SCOR’s products and services, and reduce their use of reinsurance, and as such, the Group may experience price declines and possibly write less business. The occurrence of any of the foregoing could have a material and adverse effect on its business, present and future revenues, net income, cash flows, financial position, and potentially, on the price of its securities.
existing methodology. A change in this methodology could lead to (i) a disqualification for equity credit of the notes and
(ii) force SCOR to exercise the option that is offered in such case to redeem the notes. More information about subordinated debt appears in “Section 20.1.6 - Notes to the consolidated financial statements, Note 14 - Financial Debt."
This could lead to a loss of competitive advantage which, in turn, could significantly impact its business, present and future revenues, net income, cash flows, financial position, and potentially, the price of its securities.
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
Many of SCOR’s reinsurance treaties, notably in the US and in Asia, and also increasingly in Europe, contain clauses concerning the financial strength of the Company and/or its operating subsidiaries having the contracts and benefi tting from the Group rating, and provide for the possibility of early termination for its cedants if the rating of such subsidiaries is downgraded, or when its net financial position falls below a certain threshold, or if it carries out a reduction in share capital. Accordingly, such events could allow some of SCOR’s cedants to terminate their contract commitments, which could have a material adverse effect on its revenues, net income, cash flow, financial position, and potentially, on the price of its securities.
4.1.11 OPERATIONAL RISKS, INCLUDING HUMAN ERRORS OR COMPUTER SYSTEM FAILURE, ARE INHERENT IN SCOR’S BUSINESS
The Group believes its modeling, underwriting, price calculation and information technology and application systems are critical to the operation of its businesses. Moreover, its proprietary technology and applications are an important part of the Group’s underwriting and claims management processes and are a contributing factor to its competitiveness. It is, therefore, exposed to malfunctioning, or errors and omissions in feeding the systems, a major breakdown in its IT
systems, outages, disruptions due to viruses, attacks by hackers and theft of data. SCOR is also exposed to risks relating to the integration of the underlying data of newly acquired companies into its operating and financial accounting
The Group also uses certain licensed systems and data from third parties. It cannot be certain that its technology or applications owned or licensed will continue to operate as intended, or that they will continue to be compatible with each other, or that it will have access in the future to these or comparable licensors or service providers.
SCOR, as every company, must comply with laws and regulations. Furthermore, as an international group, it must take into account national and international laws and regulations. The level of legal or regulatory requirements depends on the country and the legal structure of the entity. The risk is that it might not respect the level of required compliance appropriate to each location and legal structure. Its reputation could be affected.
An operational risk failure, in particular the failure of internal control procedures, could have an adverse impact on its business, present and future revenues, net income, cash flows, financial position, and potentially, on the price of its securities.
Risk management requires, among other things, policies and procedures to record properly and verify a large number of transactions and events. SCOR’s risk management policies and procedures may not be sufficient. Many of its methods for managing risk and exposures are based upon the use of observed historical market behavior or statistics based on historical models. As a result, these methods may not fully predict future exposures, which can be significantly greater
than the historical measures indicate, particularly in unusual markets and environments. Other risk management methods depend upon the evaluation of information regarding markets, clients, catastrophe occurrence or other matters that is publicly available or otherwise accessible to SCOR. This information may not always be accurate, complete, upto -date or properly evaluated. Furthermore, the Group cannot exclude the possibility of exceeding SCOR’s risk tolerance limits due to an incorrect estimation of its risks and exposures. If its policies and procedures prove to be insufficient, this could have an adverse impact on its business, present and future revenues, net income, cash flows, financial position, and potentially, on the price of its securities.
Acquisitions could also result in the incurrence of additional indebtedness, costs, contingent liabilities, and impairment and amortization expenses related to goodwill and other intangible assets, all of which could materially adversely affect
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 no longer being passed on to SCOR, and thus potentially impair the value of business acquired
(SCOR not having always been granted complete access to exhaustive data at the time of the acquisition) and the integration work performed to date, there is a risk that all financial elements may not have been fully and/or correctly
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 its business, present and future revenues, net income, cash flows, financial position, and potentially, on the price of its securities. For further details, refer to “Section 20.1.6 – Notes to the consolidated financial statements, Note 27 – Litigation” and “Section 4.4.7
Credit risks on fixed and variable income securities cover two areas at risk.
Firstly, a deterioration in the financial situation of an issuer (sovereign, public or private) may result in an increase in the relative cost of refinancing and a reduction in the liquidity of the securities issued leading to a reduction in the value of such securities. Secondly, the borrower’s financial situation can cause it to become insolvent and lead to the partial or total loss of coupons and of the principal the Group invested.
SCOR is exposed to a credit risk in the event of a payment default by a debtor not linked to the Group by a reinsurance or retrocession treaty. This can be, for instance, advances to providers, social security contribution collection agencies or states, or loans to employees, etc.
may as a consequence need to be written down and as a consequence, its shareholders’ equity would be reduced accordingly.
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 consolidated financial statements, Note 4 – Intangible Assets.”
The Group analyzes the impact of a major change in interest rates on each of its investment portfolios and at the global level. Here, it identifies the unrealized capital loss that would result from a rise in interest rates. The instantaneous unrealized capital loss is measured for a uniform increase of 100 basis points in rates or in the event of a distortion of the structure of the yield curve. Portfolio sensitivity analysis to interest rate changes is an important risk measurement and management tool which may lead to decisions for reallocation or hedging.
Notes to the consolidated financial statements, Note 26 – Insurance and Financial Risk.”
Credit spread variations have a direct impact on the market value of the fixed-income securities, and as a consequence, on the unrealized capital gains or losses of the fixed-income securities held in portfolio.
See “Section 4.1.14 – SCOR is exposed to losses due to counterparty default risks or credit risks – A. Bond and Loans portfolios.”
See “Section 4.1.4 – SCOR could be subject to increased reserves from business that it does not actively underwrite.”
See “Section 20.1.6 – Notes to the consolidated financial statements, Note 26, Insurance and financial risk – Market risk”
The rental income of the property portfolio is exposed to the variation of the indices on which the rents are indexed (for instance in 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.
Some investments may not allow for a change in strategy to adapt to the environment, before their final maturity.
SCOR holds in its investment portfolio some securities related to insurance risks (e.g. Insurance Linked Securities (ILS)).
These securities can be indexed bonds ("CAT bonds"), Over-The-Counter (OTC) i.e. Insurance Loss Warranty (ILW) or collateralized reinsurance. Such securities could be impacted by the occurrence of insurance risks (e.g. natural catastrophe, mortality,…) that could significantly result in changes in value, or even possibility the full loss of the invested amount. These risks could also have a significant impact on the liquidity of these securities.
SCOR’s main non-French legal entities are located in Switzerland, the Americas, the UK and Asia/Pacific. The shareholders’ equity of these entities is denominated mainly in Euros, US dollars, Canadian dollars or British pounds.
As a result, changes in the exchange rates used to convert foreign currencies into Euros, particularly the fluctuation of the US dollar against the Euro, have had and may have in the future, an adverse effect on the Group’s consolidated shareholders’ equity. SCOR does not fully hedge its exposure to this risk. The impact of the fluctuation in the exchange rates used to translate foreign currencies into Euros on its consolidated shareholders’ equity is described in “Section 20.1.5 – Consolidated Statements of Changes in Shareholders’ Equity.”
The recognition of deferred tax assets, i.e., the likelihood of recognizing sufficient profits in the future to offset losses, depends on applicable tax laws and accounting methods as well as the performance of each entity concerned. The occurrence of events, such as changes in tax legislation or accounting methods, operational earnings lower than currently projected or losses continuing over a longer period than originally planned could lead to the derecognition of part or all of the deferred tax assets.
Notes to consolidated financial statements, Note 6 – Insurance Business Investments.”
Some facilities SCOR uses to grant letters of credit to cedants require a 100% collateral in case of non-compliance with financial covenants or in case of a decrease in the Group’s financial strength rating. Significant changes in the Group’s solvency or rating could force it to collateralize these facilities at 100%, which would thus result in a deterioration of its liquidity level. Additional information on SCOR’s letter of credit facilities is included in “Section 20.1.6 - Notes to consolidated financial statements, Note 25 – Commitments Received and Granted.”
2008-1154 of 7 November 2008, as well as a regulation (arrêté) of 7 November 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 company headquarter. 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 at 2008 in France and in all
European countries. The 2005 Directive defines minimal conditions common to all member States of the European
In addition to this, the public authorities in the US and the rest of the world are closely examining the potential risks presented by the reinsurance sector as a whole, as well as their consequences on commercial and financial systems in general.
Adverse changes in laws or regulations or an adverse outcome of these proceedings could have adverse effects on its business, present and future revenues, net income, cash flows, financial position, and potentially, on the price of its securities.
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
Unanticipated developments in accounting practices may require SCOR to incur considerable additional expenses to comply with such developments, particularly if it is required to prepare information relating to prior periods for comparative purposes or to apply the new requirements retroactively. The impact of potential changes in accounting practices cannot be predicted but may affect the calculation of net income, net equity and other relevant financial statement line items and the timing of when impairments and other charges are tested or taken. In particular, recent guidance and ongoing projects put in place by standard setters globally have indicated a possible move away from the current insurance accounting models toward more “fair value” based models which could introduce significant volatility in the earnings of insurance industry participants. This 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.
4.4.4 IN 2010, THE US 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
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
4.4.6 SCOR IS EXPOSED TO RISKS LINKED WITH SOLVENCY II IMPLEMENTATION
January 2016, but there could be further delays. The published Solvency II Directive will be amended by the Omnibus II
Directive which is in the publication phase. Then, the European Commission will have to adopt Level 2 delegated acts and the European Insurance and Occupational Pensions Authority (EIOPA) will be in a position to consult on technical standards that are necessary to make the Solvency II regime effective. Delays in the application of Solvency II may increase the costs of implementation. Inversely, a fast implementation of certain aspects of the new regime could also take place, with a yet another risk of increased cost for 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.
An unfavorable outcome in one or more of these court or arbitration proceedings 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 operates in numerous tax jurisdictions around the world. Tax risk is the risk associated with changes in tax law or in the interpretation of tax law. Additionally, tax laws and regulations may change with retroactive impact. Tax risk also includes the risk of changes in tax rates and the risk of failure to comply with procedures required by tax authorities.
There are also specific rules governing the taxation of policyholders. SCOR will be unable to accurately predict the impact of future changes in tax law on the taxation of life insurance in the hands of policyholders. Amendments to existing legislation (particularly if there is the withdrawal of any tax relief or an increase in tax rates) or the introduction of new rules may affect the future long term business and the decisions of policyholders. The impact of such changes upon
Refer to “Section 20.1.6 – Notes to the consolidated financial statements, Note 1 – Accounting principles and methods.”
5.1.3 DATE OF INCORPORATION AND LENGTH OF LIFE OF THE ISSUER
The Company was incorporated on 16 August 1855, as a limited partnership company, under the name Compagnie
SCOR. On 25 June 2007, SCOR changed its company form to a European Company (Societas Europaea) and became
On 25 April 2013, the Company’s length of life was extended for 99 years by decision of the Extraordinary General
Following approval of this conversion, SCOR SE is registered with the Nanterre Trade and Companies Register under the corporate name SCOR SE and has taken the form of a European company as at the date of such registration. The
Company was relocated in Paris further to a decision of the Board dated 7 March 2012, ratified by the Extraordinary
General Meeting held on 3 May 2012 and thus registered with the Paris Trade and Companies Register from this date.
The conversion did not result in either the dissolution of SCOR SE or the creation of a new legal entity.
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 mailto:scor@scor.com
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
Following the reorganization of Euronext indices on 3 January 2005, the Ordinary Shares are now included notably in the following indices: SBF 80, SBF 120, SBF 250, CAC All-Shares, CAC LARGE 60, CAC Next 20, CAC Financials and
On 6 March 2010, STOXX announced the addition of SCOR SE to its “EuroStoxx Select Dividend 30” index of the 30 most attractive European companies in terms of dividends. The underlying component data (new numbers of shares and free-float factors) for all indices were announced on 12 March 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.
Directive also states rules for the offsetting of underwriting reserves by assets and the rules of acceptability of assets.
Supervision and Resolution Authority) and published in the Official Journal. The licenses for SCOR SE, SCOR
Global Life SE and SCOR Global P&C SE were validated by virtue of the decision of the President of the
Comité des Entreprises d'Assurances (Committee for Insurance Companies, now merged into the Autorité de
Contrôle Prudentiel et de Résolution - ACPR), dated 15 July 2008;  the authorized reinsurers in France can thus operate in the EEA relying on the freedom to provide services and/or on establishment (branches);  European reinsurance companies are under an obligation to meet the defined regulatory solvency demand, to establish a guarantee fund and to put a permanent internal control policy in place;  the obligation imposed upon reinsurers, to establish an adequate solvency margin, aims to protect the insurance companies, and hence, the consumers, in order to ensure that in the event of a decline in business or in investment income, the reinsurance companies have additional reserves, protecting those interests and consequently, the policy holders, while providing both executives and oversight and regulatory authorities with sufficient time to resolve the problems that have arisen;  reinsurers authorized in France and their branches are monitored by the ACPR. The role of this body is to ensure that at any point, these entities are able to conform to the commitments that they have entered into with reinsurance companies and that they fulfill the regulatory solvency margin demands; and
 the ACPR is authorized to address prevention measures and to issue warnings to the monitored company or its executives.
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 authorized 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 and SCOR Global Life USA
Reinsurance Company, the Group’s main Life insurance subsidiaries in the United States, are domiciled respectively in
SCOR was established as a reinsurance company in 1970, at the initiative of the French government and with the participation of the Paris insurance market place, to create a reinsurance company of international stature under the name of Société Commerciale de Réassurance. SCOR rapidly developed in various world markets, building up a substantial international portfolio.
At the beginning of the 1980s, the French government’s stake in its share capital, held through the Caisse Centrale de
SCOR share capital. The Company listed its Ordinary Shares on the Paris stock exchange after completion of a reverse merger with Compagnie Générale des Voitures, listed on the Paris Stock Exchange and changed its name to SCOR S.A.
In 2000, SCOR acquired Partner Re Life, a US life reinsurer, thus gaining a platform from which to expand its then existing life reinsurance business in the US market.
In 2003, the Group reorganized its Life reinsurance business. The companies of the Group transferred to SCOR Vie and its subsidiaries all of the Group’s Life reinsurance business throughout the world. SCOR Vie, whose corporate name was changed to SCOR Global Life in 2006, and which became a European Company (Societas Europaea) in 2007, along with its subsidiaries, are all directly or indirectly wholly owned by its parent company, SCOR SE.
Company (Societas Europaea) statute via a merger by absorption of SCOR Deutschland Rückversicherungs AG and
(excluding Lloyd’s of London), based on the 2009 pro forma gross written premiums of SCOR’s operating entities according to “Standard & Poor’s Global Reinsurance Highlights 2010”.
Following its integration of Revios and Converium, SCOR restructured its operations around six regional management platforms, or “Hubs.” Each of the Hubs has local, regional and Group responsibilities, with the heads of each Hub reporting to the Group Chief Operating Officer. Each Hub includes the following functions: a Legal and Compliance
 For more information on the Hub structure, see “Section 7.1.1.5 - "The “Hub” Structure”.
On 7 January 2008, SCOR Holding (Switzerland), the former Converium, delisted its American Depositary Shares from the NYSE. SCOR 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 (which later became the SIX Swiss Exchange), by order dated 14 November 2007, delisted SCOR Holding (Switzerland)’s shares as from 30 May 2008.
Committee chaired by the Group Chairman and Chief Executive Officer. SCOR Global Investments SE was approved by the French market regulator (Autorité des marchés financiers or “AMF”) as a portfolio management company with effect from 15 May 2009. As a regulated asset management company, SCOR Global Investments SE carries out its activities on an arms-length basis and with the operational independence required under Article L. 214-9 of the French monetary and financial code.
The acquisition closed on 4 December 2009. The acquisition helped SCOR Global Life SE strengthen its services in the mortality protection field and reinforce its position in the US Life reinsurance market.
On 25 July 2011, SCOR Global Life, which already held 50% of the capital of SOLAREH SA, acquired the remaining 50% by purchasing shares from Solareh International Inc. As part of the integration of SOLAREH SA into SCOR, the company was renamed REHALTO SA in September 2011.
The total consideration for the acquired business amounts to USD 919 million, including a statutory capital of USD 497 million for the Irish entity at the closing date. Refer to section Section 20.1.6 – Notes to the consolidated financial statements - Note 3 – Acquisitions and disposals for further information on the price development. This acquisition was financed without issuance of new shares. Transamerica Re was the world’s 3rd largest Life reinsurer in the US based on the volume of its business in 2009 and the 7th largest reinsurer based on its net earned premium in 2010. SCOR Global
provided by the Group, Atropos marks the Group’s entry into the business of third-party asset management. From the end of 2011, the Group opened to external clients an important number of its funds handled by SCOR Global
In June 2012, SCOR Global P&C created a branch in Argentina.
On 10 September 2012, SCOR successfully placed on the Swiss franc market perpetual subordinated notes with a first call date in June 2018, for an aggregate total amount of CHF 250 million.
CHF 65 million to a cumulated issuance of CHF 315 million, following the strong market demand.
With effect on 14 January 2013, the CSSF approved the fund, SCORLUX SICAV-SIF, established by SCOR Global
On 4 March 2013, with effective date 1st January 2013, SCOR Global Life entered into a VIF (Value of In-Force)
On 1st October 2013, SCOR finalized the acquisition of the Generali life reinsurance operations in the US (Generali U.S. Holdings, Inc. “Generali U.S.”, after having obtained all the necessary regulatory approvals. Further to this transaction, the main operating company, Generali USA Life Reassurance Company changed its name to SCOR Global Life USA Reinsurance Company.
This acquisition, which was announced on 4 June 2013, amounts to a total consideration of EUR 573 million (USD 774 million) including a 2013 earnings adjustment. The transaction has been financed by SCOR without the issuance of new shares. The combination of SCOR Global Life Americas and Generali U.S. creates the market leader in the US life reinsurance market.
On 4 December 2013, SCOR Global Life, a subsidiary of SCOR SE, has entered into an innovative longevity transaction with the Netherlands-based insurer Aegon. The transaction covers underlying longevity reserves in the Netherlands of
EUR 1.4 billion. It has a maturity of 20 years with a commutation reflecting an estimation of the remaining exposure at year 20. SCOR is taking a leading role with a 50% share in reinsuring the residual trend risk. The effective date of the transaction is retrospectively 1 January 2013.
Refer to Section 20.1.6 – Notes to the consolidated financial statements - Note 26 - Insurance and financial risk for the detailed ranking by maturity of fixed-term investments in the Group’s portfolio as at 31 December 2013.
SCOR's success relies on the consistent implementation of the four principles on which its strategic plans, “Dynamic Lift”,
“Strong Momentum” and now “Optimal Dynamics” are based, i.e. a strong franchise, a high diversification, a controlled risk appetite and a robust capital shield. Success in implementing such a strategy requires that, at regular intervals, the
Group assesses whether opportunities which may present themselves relating to the optimization of its business portfolio via acquisitions and cessions and which would be likely to deliver value for its shareholders are in line with this consistent set of principles. Thus, the closing of such operations should only occur within this consistent framework, for the best interest of SCOR SE.
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 71 6.5 Information on SCOR’s competitive position 72
Between 2002 and 2013, SCOR developed and implemented five three-year strategic plans to strengthen its balance sheet and achieve its profitability goals through an underwriting policy focused on profitability, including optimum allocation of capital throughout the business cycle, and by maintaining its strong customer base and franchise in its core geographical areas, Europe, Middle East and Africa (“EMEA”), Asia/Pacific, North and Latin America and developing countries. The Group's acquisitions of Revios (in 2006), Converium (in 2007), Transamerica Re (in 2011) and Generali
U.S. (in 2013) contributed to its diversification strategy by balancing the proportion of its consolidated premiums written in its Non-Life and Life division.
This plan covers the period mid-2013 to mid-2016 and respects the four cornerstones of the Group - strong franchise, high diversification, controlled risk appetite and robust capital shield. Continuing on from “Back on Track”, “Moving
September 2010 and updated following the acquisition of Transamerica Re in August 2011, has come to a successful conclusion.
Cat capacity and retrocession as a strategic leverage tool. It continues to benefit from its recognized expertise and very positive brand image amongst its clients. On the assumption of a stable pricing environment, the
 As part of its investment management, SCOR sees upside potential thanks to the current positioning of the investment portfolio and the progressive rebalancing towards both a new strategic asset allocation and the target effective duration. It expects a return on invested assets in excess of 3% by 2016.
The new plan respects 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;  high diversification, achieved both by Non-Life and Life business areas diversification and by geographical presence, providing better stability of results and robust required capital diversification benefits;  a controlled risk appetite, on both sides of the balance sheet, and; (1) This is the ratio between the available capital and the Solvency Capital Requirement (SCR).
 a robust “Capital Shield” policy, with a four layer-framework that is optimized according to severity and frequency levels of risks: - traditional retrocession, which includes a combination of proportional / non-proportional, per-event and aggregate covers; - alternative risk transfer solutions, which include the securitization of catastrophic risk in the form of catastrophe bonds (see “Section 6.1.3 Underwriting, Distribution, Catastrophe Risk, Claims and
Risk appetite defines the quantity of risk that SCOR wishes to accept to achieve a desired level of profitability. This determines where the Group wishes to position itself on the assumed risk-expected return spectrum, between extremely risk averse (i.e. low risk-low return) and extreme risk taker (i.e. high risk-high return). SCOR uses a target retained risk profile (probability distribution of economic profits and losses) as well as a target expected profitability. These two components provide a complete definition of its risk appetite. The Group actual retained risk profile and profitability are regularly reported to the Company’s Board of Directors via the Risk Committee.
Reinsurance is a contract under which a company, the reinsurer, agrees to indemnify an insurance company, the ceding company, against all or part of the primary insurance risks underwritten by the ceding company under one or more insurance contracts. Reinsurance differs from insurance, primarily because of its higher level of mutualization by geography and by line of business.
Such dependence exposes reinsurers in general, including SCOR, to the possibility that the ceding companies have not adequately evaluated the risks to be reinsured and, therefore, that the premiums ceded in connection therewith may not adequately compensate the reinsurer for the risk assumed. The reinsurer’s evaluation of the ceding company’s risk management and underwriting practices and policies, as well as claims settlement practices and procedures, therefore, will usually impact the pricing of the treaty.
The SCOR Life division underwrites Life reinsurance business in the following business areas(1): Protection (provides protection for death, disability, health, critical illness, long-term care, personal accident), Financial Solutions (enables cedants to fund growth, stabilize earnings and optimize solvency) and Longevity (alleviates the risk of insured clients'
SCOR also writes a small amount of direct insurance, primarily on a business-to-business basis to cover certain Non-
SCOR also has a 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
Departments functions (Group Legal, Group Communication, Group Human Resources) and Group Chief Risk Control
Operations Department. 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 Manager. Hub shared service costs are allocated to the divisions based on a headcount allocation key. For a description of the Hub structure, see Section 7.1.1.5 - The Hub Structure.
(1) In 2013, in the context of the new strategic plan Optimal Dynamcis, SCOR Global Life's products were grouped per business area, rather than the nine lines of business disclosed in the 2012 Registration Document and previous financial reporting.
SCOR Global P&C SE, which has branches in Spain, Italy, Switzerland, the UK, Germany and Argentina and a network of dedicated subsidiaries, branches and representative offices in the UK, the Americas and Asia/Pacific, as well as composite subsidiaries and branches (which also operate in the Life division) in Russia, South Africa, China, Hong Kong and South Korea. SCOR Global Life also carries out its operations through a European Company (Societas Europaea)
incorporated in France, SCOR Global Life SE, which has branches in Germany, the UK, Italy, Spain, Sweden,
Switzerland, Austria, the Netherlands, Canada and in Asia, representative office in Belgium, as well as through SCOR
South Africa, China, Hong Kong and South Korea, and subsidiaries in Europe, Australia and South Africa. As per 1
January 2013 the business of Sweden Re, a subsidiary of SCOR Global Life SE was transferred to the new Stockholm branch of the company.
Accordingly, they include treaties covering motor liability and general third-party liability. Motor liability reinsurance covers property damage, bodily injuries and other risks arising from the coverage of both drivers and passengers in private vehicles and commercial fleets.
Marine, Engineering, Agricultural Risks and Structured Risk Transfer. It underwrites these risks through both treaties and facultative reinsurance and can be underwritten on a proportional or non-proportional basis.
P&C teams (primarily based in Europe but also in Singapore for Asia and Miami for Latin America). Under credit insurance, the insurer covers the risk of losses from the non-payment of commercial debts. Surety insurance is a contract under which a guarantor makes a commitment to a beneficiary to perform the obligation to ensure payment by or to pay the debt of the secured debtor. Political risk insurance covers the risk of losses due to measures taken by a government or similar entity which endangers the existence of a sales contract or commitment made by a public or private citizen of the country in which the covered operations are performed. SCOR underwrites these risks through proportional and non-proportional treaties as well as facultative reinsurance.
SCOR underwrites these risks through proportional and non-proportional treaties as well as through facultative reinsurance.
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 (oil and gas exploration and production, offshore construction) and shipbuilding industrial groups and oil services companies.
Industrial clients are particularly sensitive to the ratings of the reinsurers that cover their risks. See “Section 4.1.9
The group also participates in insurance pools, the main of which are: La Réunion Aérienne, La Réunion Spatiale,
SCOR Life division underwrites Life reinsurance business in the following business areas (1):  Protection
Protection covers the following products and risks in reinsurance arrangements: Mortality
Traditional life reinsurance activities for individuals and groups of individuals, includes Life, Health and Personal insurance, for events such as accidents, disability and illness.
More than 60% of the SCOR Global portfolio of reinsurance risks is a traditional portfolio of mortality reinsurance business, based on gross written premiums as at 31 December 2013.
Critical Illness (“CI”) insurance pays a lump sum benefit, to be used at discretion, if the insured person suffers from a serious condition and survives a defined period. The use and effectiveness of CI covers varies considerably between countries. SCOR Global Life is a market leader in reinsurance of CI in the UK. It leverages experience and expertise from the UK to cross-sell into selected markets, such as Taiwan, Korea and Sweden.
Health represents a small proportion of SCOR Global Life’s portfolio. It is written predominantly in the Middle East with a book inherited from Converium as well as Asia, and small volumes in markets such as France and Canada. The SCOR
Global Life approach to underwriting of health risks is selective, with a careful market entry strategy.
Personal accident is a cover provided by SCOR Global Life. A main source of business is ReMark, which provides direct global marketing of life insurance products to insurers, financial institutions and affinity partners. ReMark designs and executes direct marketing programs.
Financial solutions combines proportional traditional Life reinsurance with financing components providing liquidity, balance sheet and income statement improvements to the client. This type of treaty is typically used by cedants to fund growth, stabilize earnings and optimize solvency (capital relief). SCOR Global Life's expertise on this market is based on its understanding of regulatory and accounting implications and its ability to act quickly when designing and executing tailor-made solutions, ensuring that each transaction respects SCOR's risk-appetite for appropriately priced biometric risk. SCOR has undertaken a visible position on capital and solvency management with an important transaction in early 2013 in Spain.
Longevity refers to products covering the risk of negative deviation from expected results due to the insured or annuitant living longer than assumed in the pricing of the insurance cover. This activity includes annuity and long-term care covers.
SCOR Global Life entered this business area in 2011, and established itself as a recognized player. SCOR Global Life's attention is currently on the UK market, focusing on longevity risk transfer transactions for large in-payment portfolios.
Capital shield policy” below for a description of the use of retrocession. SCOR's Non-Life retrocession mainly deals with, but is not limited to, natural catastrophes and large corporate risks for which the 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 catastrophe bonds and the issuance of contingent capital facilities). See
Global P&C actuarial pricing function, headed from Zurich. This function is responsible for the pricing methods and tools to be applied by the pricing actuaries, who team up with underwriters and modelers by market or by lines of business.
Finance Department. At the second level, for exposures exceeding certain thresholds or with specified characteristics, the request is submitted by the Underwriting Management function to the Group Risk Management function of SCOR, and to the Chief Executive Officer of SCOR Global P&C.
products includes premium adjustment clauses. In the case of LTC, the premium adjustments are designed to offset
potentially worsening incidence or improving longevity of disabled and active lives. 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.
Peak mortality, disability and critical illness risks are covered either by surplus per life retrocession programs, or, in some cases, by excess of loss per life or per event retrocessional coverage. Pandemic risk exposure is mitigated by a risk transfer contract with Atlas IX Capital Limited (“Atlas IX”) which provides SCOR Global Life with protection against extreme mortality events in the US.
The life business is underwritten in line with the market specific underwriting and pricing guidelines.
Central Actuarial and Underwriting Department and by the Risk Management Department and, where applicable, the
Finance Department. These departments are located in Cologne and Paris. Cases which may have a significant impact on the balance sheet of the Group are additionally reviewed by the Group Risk Management function. Thresholds or conditions for a referral to Group Risk Management are defined in specific guidelines.
Immediately after the acquisition of the mortality portfolio and the operations from Transamerica Re in 2011, SCOR
The relative amount of brokered and direct business written by the Group’s subsidiaries varies according to market and cedant practices.
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 portfolios and commitments.
The claims handling function is performed by the claims teams, located in Paris, New York, Zurich, London, Singapore and Cologne, which review, process and monitor reported claims. The P&C Claims & Commutations function supports and controls the day to day activity and takes over the direct management of large, litigious, serial and latent claims.
Additionally, periodic audits are conducted on specific claims and lines of business, and claims processing and procedures are examined at the ceding companies’ offices with the aim of evaluating their claims adjusting process, valuation of case reserves and overall performance.
The claims handling function is performed by local claims teams, located among other cities in Paris, Charlotte, Kansas
City, Zurich, London, Singapore and Cologne, which initially process and monitor reported claims. The Life Claims
Department supports and controls the day-to-day activity and takes over the direct management of large, litigious, serial and latent claims. Additionally, periodic audits are conducted on specific claims and lines of business. Claims processing and procedures are examined at the ceding companies’ offices with the aim of evaluating their claims adjusting process, valuation of reserves and overall performance.
SCOR manages its exposure to catastrophes through selective underwriting practices, especially by limiting its exposure to certain events in certain geographic zones, by monitoring risk accumulation on a geographic basis and by retroceding a portion of those risks to other selectively chosen reinsurers.
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”,
“Cat pricing” and “system & processes”. For Cat pricing, a matrix organization described in the guidelines has been implemented in each Hub, distributing the responsibility of Cat pricing to the Cat modelers, the pricing actuaries or the underwriter. In addition, a system of Cat referrals has been introduced in excess of a given threshold.
estimates that its potential maximum losses for catastrophes, before retrocession, come from windstorms in Europe, hurricanes in the US, typhoons in Japan or from earthquakes in Japan or the US.
SCOR is making use of the RMS model for infectious diseases in order to assess the exposure to catastrophe risk arising from global and regional pandemics. This exposure is monitored throughout the year against SCOR’s defined risk limits and used for decisions on mitigating measures. Specifically designed retrocession programs aim to protect its
SCOR allows an inventory of insured persons across SCOR Global Life’s markets and is fed with single risk information 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.
The Non-Life and Life reserves adequacy are controlled on a quarterly basis by internal actuaries at divisions’ level as well at the Group level by the Group Chief Actuary who signs off on the reserving adequacy and reports to the Executive committee and to the Board Audit committee.
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. 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' management.
A table showing historical changes in reserves for Non-Life claims is provided in Section 20.1.6 - Notes to the consolidated financial statements, Note 16 – Net Contract liabilities.
For SCOR’s Life business, it is required to maintain adequate reserves to reflect the liability for future claims and benefit payments resulting from a life reinsurance treaty. These reserves are calculated as the present value of future payments to cedants less the present value of premiums still payable by cedants. The calculation includes assumptions relating to mortality, morbidity, disability, lapse and expected future interest rates.
A table showing changes in the mathematical reserves in Life reinsurance is provided in Section 20.1.6 - Notes to the consolidated financial statements, Note 16 – Net Contract liabilities.
SCOR monitors the financial condition, including ratings, of its retrocessionaires on an ongoing basis. The financial condition is monitored upon receipt of any information on retrocessionaires and automatic feeding of retrocessionaires
rating on a quarterly basis, paying particular attention to the retrocessionaires’ default risk in the treaty renewal period.
Retrocession procedures are centralized in the retrocession function of the Non-Life and Life divisions. The level of retrocession is selected each year to ensure that SCOR's retained risk profile respects the specific Group risk tolerance limits, to help achieve its return on capital and solvency objectives. The Group utilizes a variety of retrocession agreements with non-affiliated retrocessionaires to control its exposures to large property losses. In particular, it has implemented an overall program set in place on an annual basis that provides partial coverage for up to three major catastrophic events within one occurrence year. A major event is likely to be a natural catastrophe such as an earthquake, a flood, a windstorm, a hurricane or a typhoon in a region where SCOR has major aggregate exposures stemming from the business written.
An analysis of the share of retrocessionaires in contract liabilities by rating of the retrocessionaires and collateral from retrocessionaires in favor of SCOR at 31 December 2013 and 2012 is presented in Section 20 – Financial information concerning the issuer's assets and liabilities, financial position and profits and losses, Note 16 – Net Contract liabilities and Note 21 - Net results of retrocession.
The loss payments covered by the Class A Notes are based on market share factors applied to the market insured loss, as reported by PCS for the US on an annual aggregate basis. Class B Note losses are covered on per-occurrence basis, using the PERILS index. These Atlas VII catastrophe retrocession agreements have been accounted for as reinsurance contracts in 2013 (See Section 20.1.6 - Notes to the consolidated financial statements, Note 1 (N) Accounting principles and methods specific to reinsurance activities).
According to the structure of the arrangement, a payment will be triggered if, at any time during the risk period, the observed index value exceeds the defined attachment point of 102%. At any index level between the attachment point and the exhaustion point of 104%, Atlas IX Capital Limited will pay to SCOR a pro-rata amount of the notional USD
On 6 January 2014, SCOR announced having successfully placed a fully collateralized sidecar, Atlas X Reinsurance
On 20 December 2013, SCOR put in place a new contingent capital facility with UBS providing the Group with EUR 200 million coverage in case of extreme natural catastrophe or life events. In addition, subject to no drawdown having already been conducted under the facility, if the price of SCOR shares fall below EUR 10 an individual tranche of EUR
Chief Executive Officer of SCOR Global Investments SE and other representatives of SCOR Global Investments.
Because equities are more volatile than fixed income securities, this asset class is closely and regularly monitored. All equity positions (direct positions and mutual funds) are aggregated and valued daily. This approach allows SCOR to monitor changes in the portfolio and to identify investments with higher-than-average volatility as soon as possible, using alert signals. It also facilitates arbitrage or portfolio re-allocation decisions.
The duration of SCOR’s fixed income portfolio including short term investment increased slightly from 2.7 years at 31 December 2012 to 3.4 years at 31 December 2013.
Germany, France, the Netherlands and the UK. As at 31 December 2013 SCOR had no government bonds exposure to
SCOR's total exposure to covered and agency MBS in its investment portfolio was EUR 1,507 million at 31 December 2013. SCOR's total exposure to corporate bonds in its investment portfolio was EUR 4,609 million at 31 December 2013, of which exposures to Greece, Ireland, Italy, Portugal, and Spain was EUR 159 million, primarily in
The liquidity, defined as cash, cash equivalent and short term investments, has decreased from EUR 2,735 million at 31 December 2012 to EUR 2,119 million at 31 December 2013.
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 2013, 2012 and 2011 see Section 20.1.6 - Notes to the consolidated financial statements, Note 20 – Investment income.
Loans and receivables (excluding short term investments) 8,275 34.8% 8,266 36.7% 8,098 37.9%
See Section 20.1.6 - Notes to the consolidated 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 at 31 December 2013, 2012 and 2011.
SCOR is exposed to credit risk on the fixed income securities in its investment portfolio. See Section 4.1.14 SCOR is exposed to losses due to counterparty default risks or credit risk. See also Section 20.1.6 – Notes to the consolidated financial statements, Note 26 – Insurance and Financial Risks – Credit Risk. SCOR mitigates these risks by implementing a policy of geographic and sector diversification. Limits by counterparty exposure and by rating are also defined. An expose analysis is performed at a minimum, on a quarterly basis (sector, geographical area, counterparty, rating) and enables critical risks to be identified and evaluated in order to take appropriate actions.
The following table presents SCOR’s fixed income securities by counterparty credit quality, including fixed income securities classified as trading, at 31 December 2013 and 2012: As at December 2013 As at 31 December 2012
See Section 20.1.6 - Notes to the consolidated 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 2013 and 2012.
SCOR is characterized by its strategic positioning aimed at underwriting risks so as to diversify exposure. To this end, the Group seeks to preserve:  The diversification of its business by maintaining a broadly balanced business division split between Life and
 The geographic diversification of the Group’s business by: - operating in a large number of countries, both mature and emerging; - maintaining its policy of positioning itself in strong-growth markets as Asia/Pacific and Latin America; - operating as a mixed Non-Life and Life reinsurer in China based on the license received in 2011, enabling SCOR to add Life & Health reinsurance services to the existing Non-Life activities, and;  The diversification of underwritten risks by business areas in Life reinsurance (Protection, Financial Solutions,
In 2013, SCOR generated approximately 42% of its gross written premiums in Europe (2012: 42%), with significant market positions in France, Germany, Spain and Italy, 39% of its gross written premiums in North America, including
The following table shows the breakdown by gross volume of Life and Non-Life premiums written by geographic area based on the country in which the ceding company operates for treaty business and location of the insured for facultative business: The increase in gross written premiums of SCOR Global Life in Americas in 2013 is partially due to the acquisition of
Generali U.S. which was completed on 1 October 2013. The increase in 2012 was mainly due to the acquisition of the mortality reinsurance business of Transamerica Re which was completed on 9 August 2011.
On 21 November 2013, Standard & Poor's raised the outlook on the "A+" rating of SCOR SE and its main subsidiaries to
"positive" as, according to S&P's statement, "capital and earnings expected to rise due to very strong ERM".
On 28 October 2011, Standard & Poor's Ratings Services reaffirmed its “A” Financial Strength Rating and Counterparty
On 27 April 2011, Standard & Poor's Ratings Services affirmed its “A” long-term counterparty credit and insurer financial strength ratings on, as well as on SCOR's guaranteed subsidiaries. The outlook on all entities remained positive.
SCOR faces risks related to its fixed income investment portfolio, 4.2.2 – SCOR faces risks related to its equity-based portfolio, 4.3 – Liquidity risks, 4.6 – Insurance of specific operational risks (excluding reinsurance activity), 11- Research and development, patents and licenses.
Re) and US and Bermudian reinsurers (for example, PartnerRe, RGA, Ace, Axis Capital, Transatlantic Re, Odyssey Re,
These renewals constituted one of the final steps before the conclusion of the strategic plan “Strong Momentum”, and satisfied its profitability objectives and premium income growth assumptions.
EUR 2.3 billion of premiums were up for renewal in January, i.e. around half of SCOR Global P&C’s premiums. This proportion was particularly significant for Non-Life treaty business (71%), and represented more than half of specialty treaty business (55%).
During these renewals, SCOR Global P&C continued to improve the expected technical performance of its business thanks to the active management of its portfolio. Its position as one of the leaders on a number of segments, along with the long-term relationships it has established with cedants, enable it to negotiate satisfactory pricing conditions that were higher than those recorded by the rest of the market. Price increases in the Americas had notably reached 5.1 %, with
 For Specialty Treaties: gross written premiums increased by 9% to EUR 617 million, driven by a good performance in the Marine branch (+11 %). This branch benefited from a significant improvement in pricing conditions (notably +14.5% for non-proportional contracts, of which the portfolio share had increased), following a year marked by exceptional losses in 2012. The year opened with the shipwreck of the Costa
(+0.7% and +0.4% respectively). Moreover, while conditions remained difficult for the Aviation reinsurance market, SCOR Global P&C managed to maintain stable price levels and premium volume.
During the April renewals 2013, SCOR Global P&C (SGPC) recorded premium growth of 6% at constant exchange rates with regard to the EUR 386 million of premiums up for renewal at 1 April 2013.
 In Asia, growth was well distributed between the three major markets in Japan, India and South Korea, which represented around half of the treaty premiums renewed in April 2013. SCOR maintained its positions on the
Japanese market, which represented a major share of the April renewals (30% of premiums).
 Specialty Treaty gross written premiums reached EUR 113 million, recording growth of more than 4%. This was led by a strong performance in the Aviation branch (+ EUR 7 million), where a significantly increased share of business with a cedant forms part of SGPC’s initiative to develop its relations with global insurers. The
Specialty Treaties, of around 7% and 11% respectively, showed a marked difference that also appeared in pricing developments. Indeed, while risk-adjusted prices felt by 2.8% overall for renewed business, a concentration of decreases was observed for non-proportional Nat Cat portfolio covers in the US (more pronounced for Florida risks and averaging -14%), and in the UK for considerably lower volumes. Due to the composition of its US Nat Cat Treaty portfolio, with exposure in Florida being relatively lower, SGPC was less impacted by price reductions and by the reduction of shares of business.
Outside the Nat Cat cover segment, prices remained stable overall and the average weighted decrease stood at a marginal 0.4%, with Non-Proportional Motor lines in the UK, as well as Credit & Surety and Engineering lines, benefitting from significant price increases.
On 1 October 2013, SCOR finalized the acquisition of 100% of Generali U.S. Holdings, Inc. (“Generali U.S.”), the holding company of Generali's U.S. life reinsurance operations, with effect from that day. SCOR has obtained all the necessary regulatory approvals. With this transaction, the main operating company, Generali USA Life Reassurance, changed its name to SCOR Global Life USA Reinsurance Company.
The deal fits well with SCOR’s four strategic cornerstones - strong franchise, high diversification, controlled risk appetite, and robust capital shield. It is fully in line with the profitability and solvency targets of the new strategic plan “Optimal
Dynamics” and is expected to be accretive on an EPS and ROE basis. It reinforces SCOR’s leadership in the life reinsurance market. SCOR Global Life Americas (“SGLA”) and Generali U.S. create the market leader in the US life reinsurance market.
During 2013, SCOR Global Life continued with the process to integrate the portfolio and organization acquired from
SE legal entity by establishing a branch in Stockholm, and to merge SCOR International Reinsurance Ireland Ltd., with
SCOR Global Life Reinsurance Ireland Ltd in 2013. Both legal restructurings took place as at 1 January 2013.
America, Iberia, and UK/Ireland. All business areas show a strong premium growth, with both new treaties with new clients and increased business with existing clients.
Protection business, with life and health products with both new treaties and increased business with existing clients, and particularly in the US and Germany was a main driver for premium evolution in the markets. In addition the premium increase in protection business compared to 2012 was driven by the premium income from the Generali U.S. portfolio for the last 3 months of 2013.
With an effective date of 1 January 2013, SCOR has entered into a VIF (Value of In-Force) monetization transaction with
Ireland plc (Irish subsidiary of SCOR Global Life SE) assumes a quota share of 90% of the majority of BBVA Seguros’
single premium and regular premium business which covers traditional benefits of mortality and permanent disability under mortgage and consumer loan protection policies.
SCOR Global Life Reinsurance Ireland paid approximately EUR 630 million of reinsurance commission to write this business and received the current reserves of the acquired block at inception of the treaty, leading to a very limited initial net cash transfer (EUR 6 million).
The longevity team created in London in 2011 in order to participate in the attractive market segment was the main contributor to the UK premium growth in 2013 from treaties generated since 2011.
In addition SCOR Global Life entered into an innovative longevity transaction with the Netherlands-based insurer Aegon in 2013. This is one of the first longevity transactions to be completed in continental Europe and confirms SCOR’s pioneering role in this emerging and important market. Leveraging SCOR’s UK longevity success in other markets is an important initiative in the Group’s “Optimal Dynamics” plan, and this transaction marks an important step in this direction.
The transaction covers underlying longevity reserves in the Netherlands of EUR 1.4 billion. It has a maturity of 20 years with a commutation reflecting an estimation of the remaining exposure at year 20. SCOR is taking a leading role with a 50% share in reinsuring the residual trend risk. The effective date of the transaction is 1 January 2013.
The Group is a twin engine group driven by SCOR Global Life and SCOR Global P&C. 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 organizational choices.
P&C SE. The latter carries out its operations through European branches in Spain, Italy, Switzerland, the UK and Germany, and a network of dedicated subsidiaries, branches and representative offices in the UK, the Americas and Asia/Pacific, as well as composite Non-Life/Life subsidiaries and branches in Russia, South Africa, China, Hong Kong and South Korea.
Sweden, Canada and in Asia, representative office in Belgium as well as through SCOR Global Life Americas in the US,
SCOR Global Life Reinsurance Ireland as well as composite Non-Life/Life subsidiaries and branches in Russia, South Africa,
China and South Korea and subsidiaries in Europe, Australia and South Africa.
On 29 October 2008, SCOR announced the creation of SCOR Global Investments SE, which manages, directly or indirectly, the global investment portfolio of all the Group’s legal entities. SCOR Global Investments SE was 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 Luxembourg 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 Atropos SICAV-SIF (“Atropos”), ILS fund dedicated to insurance risks, which is managed by its subsidiary SCOR Alternative Investments SA and domiciled in Luxembourg.
SCOR SE wholly owns its operating subsidiaries (excluding the shares held by Directors).
SCOR SE also makes loans to its subsidiaries and issues them guaranties so that they can underwrite under favorable conditions, especially by letting them benefit from its financial ratings. SCOR SE provides support in actuarial, accounting, legal, administrative, systems, internal audit, investment, and human resources to Group subsidiaries. Finally, SCOR SE
 Appendix A – 1.5 – Notes to the corporate financial statements – Note 4 –Transactions with subsidiaries and affiliates.
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,
into a Societas Europaea and the formation of a Societas Europaea at the level of SCOR Global P&C, through the merger by absorption of SCOR Deutschland Rückversicherung AG and SCOR Italia Riassicurazioni SpA by SCOR Global P&C. At the same time, SCOR Vie became SCOR Global Life SE through the merger with SCOR Global Life Rückversicherung AG
The adoption of the European Company statute by SCOR SE, SCOR Global P&C SE and SCOR Global Life SE, occurred respectively on 25 June, 3 August and 25 July 2007, the registration dates for each company as a Societas Europaea with the Nanterre Trade and Company Register. This registration occurred after: (i) the completion of the negotiations on the involvement of the employees in the various European companies, as stipulated by the legislation governing a European
Company, with the special negotiation group (“SNG”) formed for this purpose in July 2006, and representing the employees of the Group; an agreement on the involvement of the employees within SCOR SE and SCOR Global P&C SE was signed with the SNG on 14 May 2007; and (ii) the approval by the Extraordinary Shareholders’ Meeting of each of the companies of the adoption of the Societas Europaea statute.
The Societas Europaea statute enables SCOR SE to strengthen its European and transnational identity, facilitate acquisitions in Europe, improve flexibility in financial matters and capital allocation, simplify regulatory controls by using the possibilities offered by the Reinsurance Directive and reduce its local structures, by giving preference to the use of branches, rather than local subsidiaries. The Group is thereby demonstrating its ambition to be a company with European roots and global reach. This legal flexibility is today demonstrated by the speed of the integration process for the European entities of
On 8 September 2006, concurrently with the announcement of the upgrade of the rating of the Group’s companies by AM
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 Reinsurance Company.
Following the acquisition of Revios by SCOR VIE on 21 November 2006, SCOR began restructuring the Life Reinsurance entities of SCOR VIE (whose corporate name was changed to SCOR Global Life) in the United States, at the same time as it merged the Revios and SCOR VIE offices in Asia and Europe. This restructuring was completed in November 2007 for the
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 30
Further to the acquisition on 9 August 2011 of the mortality reinsurance business of Transamerica Reinsurance, SCOR
Delaware also approved the change of name of “Generali USA Life Reassurance Company” into “SCOR Global Life USA
Since 2008, SCOR restructured its operations around six regional management platforms, or Hubs: Paris, Zurich, London,
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;  several Group functions to be carried out in a geographical location other than Paris in order to benefit fully from the competencies within different locations. The Hubs are not responsible for underwriting or claims management.
The local underwriting and claims management teams have direct reporting lines within the respective Non-Life and Life divisions. Hub shared service costs are allocated to the divisions based on a headcount allocation key; and
Argentina; Cologne Hub: Germany, Austria and Israel; London Hub: UK, Ireland and Sweden; Singapore Hub: Asia, Australia; Americas Hub: North America and South America
SCOR owns offices in Paris (France), Cologne (Germany), London (UK), Singapore and Madrid (Spain), where its local entities and subsidiaries have their corporate offices. Any surplus space is leased to third parties as part of SCOR's 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 for business continuity planning purposes. The
Paris 16, held by its OPCI (French real estate UCIT) SCOR-Properties, and occupied at 85% by SCOR, the remaining area being rented to a third party. On 28 December 2012, the lease of SCOR's former headquarters (La Défense, Paris), was terminated. Nevertheless, the Group is continuing to lease one floor for IT projects.
SCOR Reinsurance Asia Pacific PTE LTD, signed in October 2013 a sale and purchase agreement to acquire in state of future completion two floors in a leasehold building under construction in Singapore, which will be fully occupied by SCOR.
As at 31 December 2013, SCOR Reinsurance Asia Pacific PTE LTD has not yet the use of the offices which is contingent upon the delivery of the building.
For more information on the Group’s real estate investments, refer to Section 5.2.1 - Principal investments made over the past three financial years, Appendix A – 1.5 – Notes to the corporate Financial Statements, Note 2.1 – Changes in investments, Note 2.2 – Schedule of investments, Note 15 - Analysis of commitments given and received and Section 20.1.6
– Notes to the Consolidated Financial Statements, Note 5 – Tangible assets and property related commitments and Note 6
Refer to the environmental report in Appendix D - Note 4 – Environmental impact of SCOR’s activity.
The financial data of SCOR SE and the Group is presented in Section 3 – Selected financial information and in Section 20.1
Total investment and cash, amounted to EUR 23.8 billion at 31 December 2013 as compared to EUR 22.6 billion and
The Group has a financial debt leverage position of 21.2% at 31 December 2013, as compared to 20.0% (1) at 31 December 2012 and 17.8% at 31 December 2011. This ratio is calculated as the percentage of subordinated debt (2)
EUR 50 million par value. 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 million. In addition, on 11
The total level of financial debt which includes real estate financing and a short term loan increased to EUR 2,053 million from EUR 1,648 million in 2012 (2011: EUR 1,425 million).
Book value per share (3) stands at EUR 26.64 at 31 December 2013 as compared to EUR 26.16 (1) and EUR 23.82 (1) at
(1) Prior year comparatives have been adjusted retrospectively due to the adoption of IAS 19 – Employee Benefits (revised) as at 1 January 2013 – refer to Section 20.1.6,
Gross written premium for the year ended 31 December 2012 amounted to EUR 9,514 million, an increase of 25.1%
Net investment income(1) for the year ended 31 December 2013 amounted to EUR 512 million as compared to
The net return on invested assets in 2013 was 2.6% as compared to 3.0% in 2012 and 3.7% in 2011.
Gross benefits and claims paid were EUR 7,054 million, EUR 6,613 million and EUR 5,654 million in 2013, 2012 and 2011, respectively. The level of gross benefits and claims paid for SCOR Global P&C increased to EUR 2,967 million during 2013 from EUR 2,833 million in 2012 (2011: EUR 3,038 million). For SCOR Global Life the level of gross benefits and claims paid increased to EUR 4,087 million during 2013 from EUR 3,780 million in 2012 (2011: EUR 2,615 million).
The impact of alternative retrocession coverage, Atlas VI (SCOR Global P&C), Atlas IX (SCOR Global Life) and the mortality swaps (SCOR Global Life) (see below in Note 9.2.4 - Capital shield policy) are not included in the net cost of retrocession as the products are accounted for as derivatives.
(1) Refer to Section 9.2.6 – Calculation of financial ratios. (2) Net investment income better reflects the performance of assets invested by SCOR and therefore has replaced the investment income disclosed in the 2011 Registration Document and previous financial reporting.
Operating income for the year ended 31 December 2013 amounted to EUR 581 million as compared to EUR 645 million in 2012 and EUR 322(2) million in 2011. The 2013 operating income has benefitted from the strong technical performance of
SCOR Global Life and the robust profitability of SCOR Global P&C.
The 2012 operating income benefitted from the strong technical performance of SCOR Global Life, the robust profitability of
The 2011 operating income has been affected by the high frequency and severity of natural catastrophes especially in the first and last quarters of 2011, partially offset by the active SCOR Global Investment asset portfolio management, the positive technical developments of SCOR Global Life and by SCOR Global P&C low attritional loss level of 57.6%.
Return on equity(1) was 11.5%, 9.1%(2) and 7.7% for the years that ended on 31 December 2013, 2012 and 2011 respectively. Basic earnings per share were EUR 2.96, EUR 2.28 and EUR 1.79 (2) for the years that ended on 31 December
The business comprises traditional reinsurance business: Treaty, Business Solutions, and Specialty Lines. SCOR Global
The January 2014 renewals have been characterized by a challenging market environment with a number of large and even mid-size insurers reconsidering their protection strategies, reinsurance buying policies, and restructuring their reinsurance programs. The reinsurance market has been witnessing a “tiering” of players, to the benefit of the larger and most diversified ones, operating as true multi-liners in terms of pricing and underwriting capabilities, with a global approach to client relationships. In this context, SCOR Global P&C has been successful in expanding its franchise and crystalizing new business opportunities, while keeping a disciplined underwriting approach, pushing back unsatisfactory terms and conditions and accepting the non-renewal of under-priced business (Refer to “Section 12 – Trend information”).
In 2011, SCOR Global P&C continued to actively execute its P&C treaty business portfolio management strategy by further expanding non-proportional business and improving geographic diversification towards Asia and the Americas.
Thailand) and the Latin American area (Central America, Latin America and Caribbean).
(particularly due to the appreciation of the US Dollar). At constant exchange rates the growth was 11%, above the 9%-10%
September 2010 in Monte Carlo, in anticipation of the renewal season. The evolution in gross written premiums in 2011 confirmed a stable expected technical profitability and return on capital, in line with the objectives of the “Strong Momentum”
SCOR Global P&C achieved a net combined ratio(1) of 93.9% in 2013 against 94.1% in 2012 and 104.5% in 2011.
In 2013, the slight improvement of the combined ratio comes from the attritional loss ratio 57.7% (versus 57.8% in 2012) and the lower impact of Nat Cat compared to 2012. The improvement of the combined ratio in 2012 was in line with expectations in spite of the main events in 2012 mostly hurricane Sandy, Costa Concordia shipwreck, worldwide climate disturbances impacting agriculture in the United States and Brazil, and developments on the floods in Thailand.
Natural catastrophes had a 6.4% impact on the Group net combined ratio for year end 2013 compared to a 7.6% impact in
The following table highlights losses due to catastrophes for the years 2013, 2012, and 2011: At 31 December
Number of catastrophes occurred during the financial year 12 (7) 10 (5) 15 (3)
Losses due to catastrophes, net of retrocession (2) 272 (8) 307 (6) 636
Group net loss ratio excluding catastrophes 57.7% (8) 57.8% (6) 58.1% (4)
(1) Loss ratios are calculated on the basis of Non-Life claims, expressed as a percentage of Non-Life premiums earned (2) Net of recoveries and reinstatement premiums (assumed and retrocession) (3) 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) (4) The 2011 Combined ratio includes a EUR 47 million (pre-tax) positive effect (1.4% pts) related to settlement of the subrogation action undertaken by World Trade
In 2013, SCOR was affected by the following catastrophes which resulted in total net estimated losses of EUR 259 million as at 31 December 2013: In EUR millions
Original estimated loss net of retrocession as at 31 December 2012
In 2011, SCOR was affected by the following catastrophes which resulted in net estimated losses greater than EUR 10 million as at 31 December 2011: In EUR million
Forest fire in Slave Lake (Canada) June 2011 10 10 11
SCOR Global Life underwrites life reinsurance business in three business areas (1) as follows:  Protection
SCOR Global Life operates via a unified global organization with a specialized market approach in EMEAA (Europe, Middle East, Africa and Asia) and the Americas.
Protection covers traditional life reinsurance on mortality, morbidity risks and behavioral risks, longevity treaties provide protection for deviation of exceeded actual versus contracted life expectancy and financial solutions arrangements include insurance risks and financial features for clients.
On 1 October 2013 SCOR finalized the acquisition of 100% of Generali U.S. Holdings, Inc. (“Generali U.S.”), the holding company of Generali's U.S. life reinsurance operations. The combination of SCOR Global Life Americas (“SGLA”) and
Generali U.S. creates the market leader in the US life reinsurance market. SCOR immediately started a project to integrate the business and the operations of the acquired entities into its existing Americas structures.
Transamerica Re on 9 August 2011 into its existing business operations, through the transfer and novation of the non-US
In 2013, SCOR Global Life’s gross written premiums increased by 11.1% to EUR 5,405 million compared to EUR 4,864 million in 2012 (EUR 3,620 million in 2011).
SCOR Global Life's acquisition of the mortality business portfolio of Generali U.S. contributed for the three month period after the acquisition on 1 October 2013 EUR 209 million to gross written premiums.
The longevity team created in London in 2011 was a key contributor to the UK premium growth in 2013, with treaties generated since 2011.
Main contributors to premium growth in the financial solution business area were new treaties in Iberia and Asia/Pacific.
(1) In 2013, in the context of Optimal Dynamics, SCOR Global Life’s nine lines of business previously reported were grouped into three business areas. (2) Refer to Section 9.2.6 – Calculation of financial ratios. (3) The Life technical margin better reflects the biometric characteristics of SCOR Global Life’s portfolio and therefore has replaced the Life operational margin disclosed in the 2011 Registration Document and previous financial reporting.
On 6 January 2014, SCOR announced having successfully placed a fully collateralized sidecar, Atlas X Reinsurance Limited
This is in line with SCOR’s capital shield policy as set out in its new strategic plan “Optimal Dynamics”, which considers all the available capital protection tools.
EUR 150 million contingent capital facilities which came to an end on 31 December 2013. Also refer to Section 20.1.6 –
In line with the SCOR Group policy of diversifying its capital protection tools, SCOR Global Life entered into a mortality risk transfer contract with Atlas IX Capital Limited (“Atlas IX”) on 11 September 2013, providing the Group with protection against extreme mortality events in the US, such as pandemics, natural catastrophes and terrorist attacks. The risk transfer contract provides USD 180 million of extreme mortality protection, for a risk period extending from 1 January 2013 to 31 December
On 1 November 2012, as part of its policy of diversifying its capital protection tools, SCOR successfully placed a new catastrophe bond (“cat bond”), Atlas Reinsurance VII Limited, which provides the Group with twofold protection of USD 60 million (“Class A Notes”) against US hurricanes and earthquakes, and EUR 130 million (“Class B Notes”) against European windstorms, for a risk period extending from 1 January 2013 to 31 December 2015.
On 12 December 2011, SCOR placed a new catastrophe bond (“cat bond”), Atlas VI Capital Limited Series 2011-1 and 2011-2, which provides the Group with USD 270 million of protection against US Hurricanes and Earthquakes and EUR 50 million of protection against European windstorms, for a risk period extending from 13 December 2011 to 31 December 2014 for the US series and from 13 December 2011 to 31 March 2015 for the European series. This transaction succeeded
Atlas V Capital Limited, which provided similar geographical cover as the one of the Series 2011-1 for an amount of USD
The loss payments covered by this cat bond are based on market share factors applied to the market insured loss, as reported by PCS for the US and by PERILS for Europe.
Due to the absence of ultimate loss clause, contracts with Atlas VI special purpose vehicles are accounted for as derivatives.
For a detailed calculation of book value per share, refer to the table below: Return on investments and return on invested assets
Note 1 – D - IFRS standards effective during the period and IFRS standards not yet effective. (2) Average investments are the quarterly averages of the Total Investments as per the “Invested assets” reconciliation table included in this note, adjusted for ceded funds withheld. (3) Average invested assets are the quarterly averages of the Total Invested Assets as per the “Invested assets” reconciliation table included in this note.
Total investment income on invested assets 372 394 460 Interests income and expenses on funds withheld and contract deposits 176 202 190
MRM S.A. gain from bargain purchase (net of acquisition costs) (27) - -
Investments at fair value through income 46 - 108 - 214 368 368 1 369
TOTAL INSURANCE BUSINESS INVESTMENTS AND CASH AND CASH EQUIVALENTS 1,514 11,601 475 451 987 377 15,405 8,181 23,586 106 94 23,786
Direct real estate unrealized gains and losses (2) 112 112 112
(1) Excluding share of non-controlling interests (2) Prior year comparatives have been adjusted retrospectively due to the adoption of IAS 19 – Employee Benefits (revised) as at 1 January 2013 – refer to Section 20.1.6. Note 1 – D - IFRS standards effective during the period and IFRS standards not yet effective (3) Pro-rata of 50%: linear acquisition throughout the period in 2012, Generali U.S. and TARe impact pro-rata temporis in 2013 and 2011 respectively (4) Considers time weighted transactions based on transactions dates
Total expenses as per profit & loss account (1) (565) (556) (438)
Revaluation of assets available for sale and others (3) (63) 97 (130)
For a detailed calculation of the life technical margin refer to the table below: Group Net Income excluding equity impairments
Equity impairments / Total impairments gross of tax (64) (69) (50)
UBS, as described in Section 20.1.6 – Notes to the consolidated financial statements, Note 13 - Information on share capital, capital management, regulatory framework and shareholders' equity.
On 30 September 2013 SCOR issued CHF 250 million perpetual subordinated notes placement, as described in
Section 20.1.6 – Notes to the consolidated financial statements, Note 14 – Financial debt.
On 23 December 2013, following the authorization granted by SCOR’s shareholders in April 2013, SCOR has arranged a new contingent capital facility with UBS, as described in Section 20.1.6 – Notes to the consolidated financial statements,
Note 13 – Information on share capital, capital management, regulatory framework and shareholders' equity. This equity line facility will replace, as at 1 January 2014, the current contingent capital facilities which ended on 31 December 2013. Under this new EUR 200 million arrangement, SCOR raises its protection versus the existing contingent capital mechanisms by
In addition to this, during 2013, SCOR actively managed its liabilities, providing liquidity to its outstanding debts by acquiring a total face value of USD 46 million at an average price below 90% to par.
SCOR uses real estate and other financial debt mainly for real estate financing and general corporate purposes. Operational leverage is subject to asset and liability matching with no to little risk that the assets will be insufficient to service and settle the liabilities. Debt used for operational leverage is treated as operational debt and excluded by the rating agencies from financial leverage calculations. SCOR’s debt positions are non-recourse, the debtors’ claims are limited to assets underlying the financing. As at 31 December 2013, operational leverage and other financial debt amounted EUR 497 million and EUR
MRM S.A. debt of EUR 26 million made in the context of the acquisition (refer to Section 20.1.6. 3 – Acquisitions and disposals), a bridge loan agreement in the amount of USD 228 million to finance the acquisition of Generali US, and the payment of EUR 44 million made to exercise the purchase option on a real estate investment previously held under finance lease.
Refer to Section 20.1.6 – Notes to the consolidated financial statements, Note 12 – Cash and cash equivalents and Cash
As at 31 December 2013, the Group’s financial leverage was 21.2% as compared to 20.0% (1) at 31 December 2012. This ratio is calculated as the percentage of subordinated debt (2) compared to total shareholders’ equity plus subordinated debt.
For information on regulatory restrictions on the use of capital, refer to Section 5.1.4.2 – Legal form and applicable legislation and to Section 20.1.6 – Notes to the Consolidated Financial Statements, Note 13 – Information on share capital, capital management, regulatory framework and shareholders’ equity.
Until 8 August 2012, SCOR Switzerland AG was subject to certain specific reporting requirements stipulated by the Swiss
10.5 Sources of financing relating to the future investments by the company and to its property, plant and equipment
(1) Prior year comparative has been adjusted retrospectively due to the adoption of IAS 19 – Employee Benefits (revised) as at 1 January 2013 – refer to Section 20.1.6. Note 1 – D - IFRS standards effective during the period and IFRS standards not yet effective
(2) The calculation of the leverage ratio excludes accrued interest from debt and includes the swaps effect related to the CHF 650 million, and CHF 315 million and CHF 250 million subordinated debt issuance.
 R&D Center for Policyholder Behavior, which was created in 2013: providing support mainly in modelling, and pricing lapse behavior within protection 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 implementation and monitoring of their life and health insurance products.
Singapore and are active worldwide, responding to requests from the local teams in charge of business development and client relationships.
 Alongside these partnership agreements, the Group develops scientific research in the field of risks through sponsorship operations conducted by its corporate foundation created at the end of 2012, the SCOR Corporate
SCOR also organizes Actuarial Awards in Europe (Germany, France, Italy, Spain and Portugal, Switzerland and the United
insurance and reinsurance industries. The winning papers are selected on the basis of criteria including an excellent command of actuarial concepts, the use of high-quality analysis instruments, and subjects that could have a practical application in the world of risk management.
In addition to the above, scientific risk management techniques are promoted, and knowledge spread, via the following:  Involvement in collective studies through the Geneva Association and the teaching of insurance and scientific risk management techniques in schools and universities (e.g. the 218 Master’s at Paris Dauphine, the Zurich ETH and the Enass MBA).
Risk Center deals with all disciplines concerned by risk (mathematics, actuarial, physics, chemistry, geophysics, climatology, sociology, law, economics, finance, etc.).
 A new expression of SCOR’s commitment to the knowledge and science of risk, in 2013 SCOR appointed a Group
SCOR was one of the first reinsurers to implement a uniform global information system. This strategy is reaffirmed each time the Group runs through an integration after a new acquisition. SCOR then aims to rapidly return to a global integrated information system. In the accounting, consolidation and financial reporting domain, SCOR has delivered its global SAP
The Group’s Life and P&C reinsurance global back-office system operates on a custom software package known as
Global P&C and SCOR Global Life worldwide reinsurance risk portfolios. After an extensive study, the Group has 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 2015.
The focus in 2013 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 2014. Accounting forecasts are developed from underwriting plans and comparative analysis is produced in standard reports. New reserving and financial modeling tools have been implemented over the last years. Non-
The Group continues to work on extending and automating its Asset and Liability Management tool. This internal model will be central in the Solvency II compliance process, in which the information technology group, SCOR IT, is deeply involved.
Dimension solution has largely been deployed for front and middle office investment functions.
Life and Non-Life divisions. With its clients, SCOR is able to automatically process claims, reinsurance and financial accounts received electronically in the standard formats edited by ACORD, an association created for the development of eprocessing in insurance and reinsurance, without having to re-enter them. The Group is also a founder member of the
SCOR Global P&C announced on the 5th February 2014 that during the January 2014 renewals it recorded a 5% increase in gross written premium to EUR 3.4 billion.
This continued footprint expansion of SCOR Global P&C has been achieved while maintaining expected net technical profitability stable overall, thanks to its highly diversified portfolio, as shown in the following key performance indicators:  quasi-stable prices, at -0.2% on average, with variations in primary insurance prices largely compensating those of reinsurance prices;  a stable expected return on risk-adjusted allocated capital;  better than expected conditions on the retrocession market, generating savings representing a 0.6% positive impact on the combined ratio with a slightly improved cat coverage. This nearly neutralizes an expected increase in the gross underwriting ratio of 0.9%; and
As anticipated and communicated during the 2013 annual Monte-Carlo conference, the January 2014 renewals have been characterized by a challenging market environment with:  a number of large and even mid-size insurers reconsidering their protection strategies and reinsurance buying policies, and restructuring their reinsurance programs; and
The premiums up for renewal at 1 January represent 71% of the total annual volume of treaty premiums and are distributed between P&C Treaties (72%) and Specialty Treaties (28%).
For P&C Treaties: gross premiums increase by 6% at constant exchange rates, to EUR 1,927 billion, of which four percentage points relate to the renewal of the large quota share deals in Asia.
Energy and a 4% increase in Engineering. The US cat segment represents only 2% of the overall P&C book to be renewed, and has witnessed 6% growth thanks to increased shares with large national, multi-national and global insurers, more than compensating the reductions on the regional book where pricing and general conditions have often been viewed as unsatisfactory.
In the Protection business SCOR Global Life continues to offer traditional life and health reinsurance products in all markets based on proportional risk sharing models applying SCOR’s pricing assumptions to meet the company’s capital and margin targets.
In the Longevity business SCOR Global Life supports - with a team of specialists - its business partners in finding solutions to handle the longevity risk in their portfolios.
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. Consequently, SCOR’s Life portfolio is largely immunized against the effects of economic slowdown.
On its European markets, SCOR Global Life has maintained its positions thanks to its range of services and its strong presence and commercial activity dedicated to its clients.
The Asia/Pacific markets, generally characterized by growing economies, continued to display vigorous development in the life and health reinsurance business.
In the UK, SCOR Global Life announced its entry into the UK longevity market in with the finalization of the first transaction in November 2011. SCOR Global Life achieved a competitive position with the first and subsequent longevity deals between 2011, 2012 and 2013. The development demonstrates the expertise of SCOR to accumulate business in the longevity markets in UK and other European markets.
In Asia/Pacific markets further growth has been realized in responding to ongoing market demand for capital motivated reinsurance solutions as well as through the provision of product development support.
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) of SCOR SE has full executive authority to manage the business of the Company, subject to the prior authorization of the Board of Directors or the
Under European and French law, the Company’s Board of Directors prepares and presents the year-end accounts of the
Company to the shareholders and convenes the shareholders’ meetings of the Company (the “Shareholders’ Meeting”). In addition, the Board of Directors reviews and monitors SCOR’s economic, financial and technical strategies. SCOR SE’s by law (“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 Board of Directors cannot by itself increase the number of its members.
Médéric Group, is a corporation (represented by Guillaume Sarkozy as permanent representative).
Board of Directors may, under certain conditions, be filled by the Board of Directors, pending the next Shareholders’ Meeting.
Directors are required to comply with applicable law and SCOR SE’s by law (“statuts”). Under French law, Directors are liable for violations of French legal or regulatory requirements applicable to Societas Europaea, violation of a company’s by law (“statuts”) or mismanagement (faute de gestion). Directors may be held liable for such actions both individually and jointly with the other directors.
Offices within the Group: Chairman of the Board: -SCOR Global P&C SE (France) -SCOR Global Life SE (France) - SCOR Global Life Americas Reinsurance Company (f.k.a.-SCOR Global Life U.S. Re Insurance Company) (US) - SCOR Global Life USA Reinsurance Company (US) - SCOR Reinsurance Company (US) - SCOR US Corporation (US) - SCOR Global Life Re Insurance Company of Delaware (f.k.a SCOR Global Life Reinsurance Company of Texas) (US) - SCOR Holding Switzerland AG (Switzerland) - SCOR Services Switzerland AG (Switzerland) - SCOR Switzerland AG (Switzerland) - SCOR Perestrakhovaniye (Russia)
Other Offices and positions: Director: - Bolloré SA *(France) - Dexia SA * (Belgium) - Fonds Stratégique d’Investissement (France)
Principal positions: Chairman of the Board of Directors: - Generali France (France) - Generali Vie (France) - Generali IARD (France)
France: Chief Executive Officer: - Generali France (France) until 3 October 2013 - Generali Vie (France) until 2 October 2013 - Generali IARD (France) until 2 October 2013
Vice-Chairman of the Board of Directors: - OFI Asset Management - IMA
France: Chairman of the Board of Directors: - CEGES - CEMM - Macif Gestion
OFI RES - on the Board of Directors of Maurel & Prom Nigeria (until 26 March 2013)
Directors and ViceChairman: - Atlantis Seguros (Spain) - Atlantis Vida (Spain)
Principal Position : Chairman of the Management Board and CEO of UNIQA Insurance Group AG
Vice-Chairman of the Supervisory Board of: - UNIQA Real Estate AG
Member of the Supervisory Board of: - Raiffeisen Zentralbank Osterreich AG - UNIQA Zivotno
Other Functions : France: Chairman of the Board of Directors and Chief Executive Officer of: - La Garantie Mutuelle des Fonctionnaires - MAAF Assurances
Chairman of the Board of Directors of : - Assurances Mutuelles de France - Covéa Coopérations - GMF Assurances - MAAF Assurances SA - MMA IARD - MMA IARD Assurances Mutuelles - MMA Vie
Permanent Representative of Assurances Mutuelles de France at the Board of Directors of: France: Chairman of the Board of Directors of : - Azur-GMF Mutuelles d'Assurances Associées - Le Grand Bleu
Permanent Representative of AZURGMF Mutuelles d'Assurances Associées at the Board of Directors of: - Assistance Protection Juridique - E-santé - Grands Millésimes de France - La Sauvegarde
Chairman of the Board of Directors: - Assurances Mutuelles d'Europe - AME Lux
Out of France: Director: - SCOR UK Company Ltd (UK) - SCOR Switzerland AG (Switzerland) - SCOR Holding Switzerland AG (Switzerland) - Zurich Companhia de Seguros Vida SA (Portugal) - Banken Beratungszentrum AG (Switzerland)
Out of France: Chairman: - Banque Clariden Leu AG, Zurich (Switzerland) - Mandataire de la FINMA avec position d'organe à la CPT Assurances, Berne (Switzerland)
Suite 3101, 31st Floor Central Plaza, 18 Harbour Road Wan Chai Hong Kong
Other positions: France: Chief Executive Officer: - Malakoff Médéric Assurances SA
- Malakoff Médéric Innovation SAS - Viamédis SA - Quatrem SA - Auxia - Auxia assistance - Fédéris Gestion d'actifs SA
Principal Position: Director: - Areva SA* - Wendel SA* - Junex Inc
Out of France: Director: - SCOR Reinsurance Asia Pacific Ltd (Singapore)
Professional Address: 204 Lauderdale Mansions Lauderdale Road London W9 1NQ Great-Britain
Out of France: Director: - CDC Group Plc (and Chairman of the Development Committee) - BILT*
Member : - of the Board of the King's College London and Chairman of the Audit Committee
Director and Chairman of the Investment Committee: - UK Government, Department of Business
Director and Chief Executive Officer of Axa-Midi Insurance, Chief Executive Officer of AXA from 1991 to 2000, then Vice-
Entreprises Mututelles d’Assurances (GEMA) for three years. He was re-elected in 2011 for 3 years. In November 2010, he was appointed to the Conseil Economique et Social et Environnemental (CESE).
Thierry Derez, a French citizen, was a lawyer practicing in Paris, before joining the insurance group AM-GMF in 1995, first as Deputy Chief Executive Officer of GMF and then as Chairman and Chief Executive Officer of Assurances Mutuelles de
Clariden Leu and from 10 January 2012, until 31 March 2012, he was appointed by the FINMA as an agent with executive authority of the insurer CPT at Berne (Switzerland).
Charles Gave, a French citizen, has been researching tactical asset allocation for over forty years. In 1974, after three years as a financial analyst with a French investment bank, he created CECOGEST, an independent research firm through which he serviced a wide portfolio of clients across the world for 12 years. In 1986, Charles Gave stepped away from pure research to move into money management: he co-founded Cursitor-Eaton Asset Management where he was in charge of investment policy and managed over 10 billion US dollars of institutional money on a global asset allocation mandate.
United States Navy. Since joining SCOR in 1996, he has held various Treaty and Facultative Underwriting positions in the
Asia/Pacific. He is currently a Vice President/Senior P&C Underwriter for SBS in New York.
Médéric Group in June 2006 and was appointed Group General Manager on 1 September 2006. Then he was appointed Group General Manager of Malakoff Mederic Group in July 2008 with the merger of the Groups Médéric & Malakoff. From 2004 to 2013, he was a member of the "Haut Conseil pour l'avenir de l'Assurance Maladie".
Committee on Corporate Governance (CICA, CDNX & TSX), created in 2000, acted as Chairman of the Board of Directors of CBC/Radio-Canada and as Chairman of the "Institut canadien des comptables agréés". She was also the first woman to serve as President of the Quebec Chamber of Commerce. She became a Member of the Order of Canada in 1989 and a
Institut d'Etudes Politiques de Paris, a Masters in Applied Economics from the University of Paris Dauphine and a BA in
Political Science and Econometrics with honors from the American University in Washington DC.
Tunisia, Managing Director of Total South East Asia, Chairman and CEO of Total Petroleum North America, Chief Executive
In 2002, she was one of the founders of Leaders' Quest, a global social enterprise that works with leaders from all sectors of society and from around the world interested in responsible and relevant leadership. In 2007 she was awarded the OBE -
Officer, the Board of Directors may also appoint a Deputy Chief Executive Officer (Directeur Général Délégué) to assist the
Denis Kessler 61 Chairman and Chief Executive Officer of SCOR SE
Paolo De Martin 44 Chief Executive Officer of SCOR Global Life SE
SCOR Global Life SE (France) SCOR Global P&C SE (France) SCOR Holding (Switzerland) AG (Suisse) SCO Switzerland AG (Suisse) SCOR Services Switerland AG (Suisse) SCOR Alternative Investments (Luxembourg)
Mark Kociancic 44 Group Chief Financial Officer 2013 Director: SCOR Global Life SE (France) SCOR Global P&C SE (France) SCOR Canada Reinsurance Company (Canada) SCOR Reinsurance Company (US) General Security National Insurance Company (US) General Security Indemnity Company of Arizona (US) SCOR Global Life Americas Holding Inc. (US) SCOR Global Life Americas Reinsurance Company (US) SCOR Global Life Reinsurance Company of Delaware (f.k.a. SCOR Global Life Reinsurance Company of Texas) (US) SCOR Global Life USA Reinsurance Company (US) SCOR Life Assurance Company (US) SCOR Life Reassurance Company (US)
Statutory Director: ReMark International BV (The Netherlands) ReMark Group BV (The Netherlands)
SCOR Reinsurance Asia/Pacific PTE Ltd (Singapore) ReMark Japan K. K. (Japan)
Victor Peignet 56 Chief Executive Officer of SCOR Global P&C SE
Director: SCOR Global Life SE (France) SCOR Global P&C SE (France) Mutre SA (France) Fondation d'Entreprise SCOR pour la Science (France) SCOR Holding (Switzerland) AG (Switzerland) until 22 May 2013 SCOR Switzerland AG (Switzerland) until 22 May 2013 SCOR UK Company Limited (UK) SCOR Underwriting Limited (UK)
(1) Paolo De Martin was an executive officer of Converium Holdings AG since 2006 (2) Benjamin Gentsch was an executive officer of Converium Holdings AG since 2002 (3) Philippe Trainar was a member of the Executive Committee until 17 January 2014 as Group Chief Risk Officer 14.1.4 BIOGRAPHICAL INFORMATION ON THE MEMBERS OF THE EXECUTIVE COMMITTEE
Paolo De Martin was promoted to Executive Manager for GE Capital Europe, before joining GE Insurance Solutions as
September 2007, Paolo De Martin was appointed Group Chief Financial Officer of SCOR SE. In January 2014, Paolo De
Martin, after a short sabbatical period, was appointed Chief Executive Officer of SCOR Global Life SE.
September 2002, Benjamin Gentsch was appointed Chief Executive Officer of Converium Zürich, then Executive Vice
Switzerland and Deputy Chief Executive Officer of SCOR Global P&C SE.
Deputy Chief Risk Officer of SCOR in December 2008. In July 2010, he was appointed Deputy Chief Executive Officer of
Mark Kociancic, a Canadian citizen, is a graduate of the University of Toronto and holds a Bachelor of Commerce degree.
He also holds a Chartered Accountant (CA) designation and a Chartered Financial Analyst (CFA) designation. Upon graduation in 1992, Mark joined Ernst & Young within its Life and P&C insurance practice and has subsequently held progressively senior positions within the insurance industry with St Paul Guarantee, Avalon Risk Associates and Tokio
Americas Hub CFO in June 2008 and was promoted to Executive Vice President in July 2010. He was appointed Deputy
CFO of SCOR Group in October 2012 and in May 2013 became Group Chief Financial Officer.
Gilles Meyer, a dual French and Swiss citizen, holds a degree from a French business school and an MBA from GSBA in
Executive Officer and then, beginning in April 2004, as Chief Executive Officer. On 5 July 2005, Victor Peignet was appointed manager of all property reinsurance operations at SCOR Global P&C SE. He is currently Chief Executive Officer of SCOR Global P&C SE.
Ministry of the Economy and Finance, financial attaché to the French embassy in Germany (1985-1987), adviser in the
Prime Minister’s cabinet (1993-1995) and deputy-director in charge of public finances, then of international economic issues at the French Ministry of the economy and finance. In 2000, he joined the Fédération Française des Sociétés d’Assurances
(FFSA) as director of economic, financial and international affairs. In February 2006, he was appointed Chief Economist of
SCOR. Philippe Trainar chairs the Commission d'analyse et de gestion des risques of the FFSA. He is a member of the governmental consulting and expertise committees: the Comité Scientifique de l'Autorité de Contrôle Prudentiel and the
François de Varenne, a French citizen, is a graduate of the Ecole Polytechnique and a civil engineer of the Ponts et
(ISFA). François de Varenne joined the Fédération Française des Sociétés d’Assurances (FFSA) in 1993 as Manager of
Economic and Financial Affairs. In London beginning in 1998, he served successively as 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 Managing Partner of Gimar
14.2 Administrative, management, and supervisory bodies and Senior Management conflicts of interest
15.1 Amount of remuneration paid and benefits in-kind 136 15.2 Total amounts set aside or accrued to provide pension, retirement, or similar benefits for financial year 2013 144
Appendix B - Report of the Chairman of the Board of Directors – Part I – Terms and Conditions for preparing and organizing the work of the Board of Directors – (F) Principles and rules states for the determination of compensation and in-kinds benefits for corporate officers.
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 held on 10 February 2011 and within the limit of this amount, the meeting of the
Directors. It was decided to allocate the Directors fees, which are payable to each Director, partly in one fixed sum of EUR
28,000 on a quarterly basis payable in fourths and partly based on the effective presence of the relevant Directors at the meetings of the Board of Directors and at its Committees, in an amount equal to EUR 2,000 per Board or per Committee meeting at which they are present, except for the Chairman of the Audit Committee who receives an amount equal to EUR
Fees paid to directors for 2013 and 2012 are broken down as follows: Mr. Gérard Andreck 54,000 58,000
(2) Directors appointed by the Annual Ordinary General Meeting of the Shareholders of 25 April 2013 (3) Directors whose appointment ended on 3 May 2012 (4) Directors whose appointment ended on 25 April 2013
Moreover, certain SCOR directors participate, or have participated, on the Boards of Directors of the Group’s subsidiaries and received directors’ fees in 2013 and/or 2012 as follows: SCOR Holding (Switzerland) AG
French Private-sector Companies) and MEDEF (French Business Confederation) recommendations of 6 October 2008 on the compensation of Corporate Executive Officers of listed companies to the compensation of the Executive Corporate
Confederation) recommendation applicable to the Chairman and Chief Executive Officer, there is no employment contract between Mr. Denis Kessler and the Company. Following the recommendation of the Compensation and Nomination
Committee on 26 February 2013, the meeting of the Board of Directors on 5 March 2013 decided that the Chairman and
Chief Executive Officer:  will receive a fixed gross annual sum of EUR 1,200,000, payable in twelve monthly installments; and
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.
For 2013, the variable compensation of the Chairman and Chief Executive Officer has been determined according to the following criteria:  financial criteria: Return on Equity (RoE) achieved by SCOR;  personal criteria: implementation of Solvency II, pursue the reinforcement of the ERM and finalization of the internal model; continuation of an active policy of increasing the value of the Group in the opinion of the investors and analysts; deepening of the employees management policy; consolidation of the Group's commercial positions; general management.
In addition, the Chairman and Chief Executive Officer is entitled to the following benefits in kind:  a health insurance policy under the terms of a contract dated 16 September 1988;  an “all causes” death or permanent disability insurance policy for Company Executives, dated 30 June 1993, and an insurance for death or permanent disability resulting from an accident, especially underwritten for the executives of the Group on 1 January 2006. These collective insurances are renewed on an annual basis.
For more details, see Appendix B – I. Terms and conditions for preparing and organizing the work of the Board of Directors,
The following table presents a summary of the total compensation including gross compensation, shares and stock options granted to the Corporate Officer for fiscal years 2013, 2012 and 2011: Summary table of the gross compensation, shares and stock options granted to the Corporate Officer: In EUR
In addition to these conditions specified above, the Board of Directors decided that for all the 2009 grants and following ones, the Corporate Officer is required to retain on the market a number of shares equal to 5% of the of the shares freely assigned to him as soon as these shares may be sold.
Summary table of the gross compensation paid to the Corporate Officer
(1) It should be noted that the figures stated above do not represent paid compensation but correspond to actuarial estimates in line with AFEP/MEDEF governance code for listed companies. These grants are subject to presence conditions and, for some grants, to performance conditions. Please refer to the sections 17.3 of this Registration Document and the registration documents of SCOR filed with the Autorité des marchés financiers on 8 March 2012 and 8 March 2011 under number n. D.12-0140 and D.11-0103 for the details of the performance conditions applicable to the shares and stock-options granted to the Executive and Corporate Office
Valuation of options as per method used in the consolidated accounts
Number of options exercised during the period Date of the plan Exercise price * The options exercised were in the context of a full donation. The shares have not been sold by the corporate officer
15.1.2.2 Gross remuneration to Executive Committee members (COMEX) other than the Chairman as at 31 December 2013
The following table presents the gross compensation related to fiscal years 2013, 2012 and 2011 and paid in 2013, 2012 and 2011 to the members of the Executive Committee: Members of the Executive Committee - Gross Compensation 2013 2012 2011
Gilles Meyer (Paid in CHF) (4) 1,163,218 1,140,051 1,140,051 994,513 853,632 878,392
(1) The compensation is paid in CHF, the average annual exchange rate used is: 1 EUR = 1.2316 CHF (the rate of reference for this Registration Document) (2) Group CFO since 15 May 2013. The compensation is paid in USD, the average annual exchange rate used is: 1 EUR = 1.3318 USD (the rate of reference for this
Registration Document) (3) Group CFO until 15 May 2013. In sabbatical (not paid) from 1 July 2013 to 6 January 2014. Chief Executive Officer of SCOR Global Life SE since 17 January 2014. (4) The compensation is paid in CHF from 1 October 2011. The compensation is paid in CHF, the average annual exchange rate used is: 1 EUR = 1.2316 CHF (the rate of reference for this Registration Document) (5) Including the Chairman and Chief Executive Officer for whose remuneration details are available in Section 15.1.2.1 (6) Philippe Trainar was a member of the Executive Committee until 17 January 2014 as Group Chief Risk Officer. Since that date, he is Chief Economist and Senior
Variable compensation Benjamin Gentsch (Paid in CHF (1)) 487,171 350,763 34,744(2) 872,678 487,171 296,277
Gilles Meyer (Paid in CHF) (6) 658,477 447,765 33,809(2) 1,140,051 658,477 302,227
Registration Document) (4) Group CFO until 15 May 2013. In sabbatical (not paid) from 1 July 2013 to 6 January 2014. Chief Executive Officer of SCOR Global Life SE since 17 January 2014 (5) This amount includes a payroll adjustment of CHF 12,000 (EUR 9,963) for the year 2011 (6) The compensation is paid in CHF from 1 October 2011. The compensation is paid in CHF, the average annual exchange rate used is: 1 EUR = 1.2316 CHF. (the rate of reference for this Registration Document) (7) Philippe Trainar was a member of the Executive Committee until 17 January 2014 as Group Chief Risk Officer. Since that date, he is Chief Economist and Senior
Registration Document) (4) Group CFO until 15 May 2013. In sabbatical (not paid) from 1 July 2013 to 6 January 2014. Chief Executive Officer of SCOR Global Life SE since 17 January 2014 (5) This amount includes a payroll adjustment of CHF 12,000 (EUR 9,963) for the years 2011 and 2010 (6) The compensation is paid in CHF from 1 October 2011. The compensation is paid in CHF, the average annual exchange rate used is: 1 EUR = 1.2316 CHF (the rate of reference for this Registration Document) (7) Philippe Trainar was a member of the Executive Committee until 17 January 2014 as Group Chief Risk Officer. Since that date, he is Chief Economist and Senior
For additional information on stock options held by members of the Executive Committee, refer to Sections 17.2.2 - Stock options held by members of the Executive Committee and other company officers as at 31 December 2013 and 17.2.3 –
Chief Executive Officer has a company car (with a shared driver).
The benefits in kind and insurance services granted to the Chairman and Chief Executive Officer are presented in Appendix
B - Report of the Chairman of the Board of Directors.
a cash payment compensating him for his inability to definitively acquire Ordinary Shares of SCOR SE granted to him for free prior to his departure and which he would be unable to acquire due to the terms and conditions of the applicable free share allocation plan. The amount of this cash payment is equal to the product of the number of shares concerned by the average value of the opening prices of the Ordinary Shares of SCOR SE in the Paris Stock exchange during the twenty trading days preceding the date of the change in the structure.
Chief Executive Officer benefits from pension coverage capped at 50% of the average last salaries, provided in particular he has been with the Group for a minimum of five years. The rights to this pension are calculated on the basis of the average compensation received over the last five years with the Group. The right to a supplementary pension is only acquired under the condition notably that the beneficiary is a corporate officer or an employee of the Company when he claims his rights for the pension, according to the rules in force at that time.
Like all senior executives employed in France, the members of the Executive Committee who joined SCOR before 30 June 2008 and are employed in France, are entitled to a guaranteed capped pension plan conditioned on a minimum five years length of service with the Group, the payment of which is based on their average compensation over the last five years. This pension plan was closed to employees hired after 30 June 2008.
Group is defined after deductions of the pensions paid out through the compulsory schemes.
The total commitment of the Group for defined benefits retirement plans for the Executive Committee members (including the Chairman and Chief Executive Officer) amounts at EUR 38 million as at 31 December 2013, i.e., 13% of the total commitment of the Group for pension plans of EUR 292 million.
No retirement benefit (or commitment) has been paid to the directors.
To our knowledge, there are no service agreements involving the members of the administrative or senior officers and the
In application of 3 July 2008 Act implementing the European Union Directive 2006/46/CE of 14 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.
The following point should be mentioned: Recommendation stated by the AFEP-MEDEF governance Code Explanation Article 18.1 of the AFEP-MEDEF Code : it is recommended that an employee representative be a member of the Committee in charge of remuneration
The AFEP-MEDEF governance code can be referred to on the Company’s Internet site (www.scor.com) or on the MEDEF’s
(10) "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.
17.2 Information on shareholdings and stock options or Company stock purchases by members of Administrative and Management bodies 17.2.1 NUMBER OF SHARES HELD BY DIRECTORS AND SENIOR MANAGERS
Options exercised in the context of a full donation for a total amount of EUR 1,174,495.9. The shares have not been sold by the corporate officer.
Mr. Gérard Andreck Acquisition of shares for a total amount of EUR 10,000
Mr. Charles Gave Acquisition of shares for a total amount of EUR 10,000
Mr. Daniel Valot Acquisition of shares for a total amount of EUR 10,000
(EUR) Potential transaction volume (EUR) Exercise period 22/03/2019 18/03/2020 22/03/2021 23/03/2022 21/03/2023 12/09/2017 21/05/2018 22/03/2019 19/03/2014 to 18/03/2020 22/03/2021 23/03/2022 21/03/2023 14/09/2016 12/09/2017 21/05/2018 22/03/2019 18/03/2020 22/03/2021 25/08/2014 15/09/2015 14/09/2016 12/09/2017 21/05/2018 22/03/2019 18/03/2020 22/03/2021 23/03/2022 15/09/2010 to 14/09/2016 12/09/2017
Potential transaction volume (EUR) Exercise period 09/09/2018 22/03/2019 18/03/2020 22/03/2021 23/03/2022 21/03/2023
(1) Philippe Trainar was a member of the Executive Committee until 17 January 2014 as Group Chief Risk Officer. Since that date, he is Chief Economist and Senior Global Advisor to the Chairman
In addition to these conditions specified above, the Company's Board of Directors decided that for all the grants from 2009 plans and following, the Corporate Officer is required to hold a number of shares equal to 5% of the shares freely assigned to him as soon as these shares may be sold.
Number of shares underlying stocks options granted/ stocks options subscribed or purchased
Number of shares underlying the stock options held on the issuer and on the companies referred to above and exercised during the financial year by the ten employees of the isuer or these companies, whose number of options thus purchased or subscribed is the highest (aggregate information)
(2) The initial period of presence will be extended by the effective duration of the sabbatical leave. (3) Philippe Trainar was a member of the Executive Committee until 17 January 2014 as Group Chief Risk Officer. Since that date, he is Chief Economist and Senior
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
Section 17.3 of this Registration Document and the registration documents of SCOR filed with the Autorité des marchés financiers on 6 March 2013 and 8 March 2012 under number D.13-0106 and D.12-0140 for the details of the performance conditions applicable to the allocated free shares.
Refer to Section 20.1.6 – Notes to the Consolidated Financial Statements, Note 17 - Provisions for Employee Benefits and
On 3 May 2012, the General Shareholder’s meeting of the Company's Board of Directors had authorized, in its eighteenth resolution, the Company's Board of Directors, under the provisions of Articles L.225-177 to L.225-186-1 of the Commercial
Commercial Code, to grant upon proposal of the Compensation and Nominations Committee, on one or more occasions for the benefit of members of staff and the corporate officers, of the Company and companies or groups linked to it in terms of
Following the authorization by the Shareholders' Meeting on 3 May 2012, the Company's Board of Directors of 5 March 2013, on the proposal of the Compensation and Nominations Committee of 26 February 2013, decided to allocate on 21
The Chairman and CEO, under the authority given by the Board of Directors held on 5 March 2013 for the implementation of this plan, allocated on 21 March 2013 280,000 stock options to 53 Partners (Executive and Senior Global Partners).
The exercise of all of the stock options allocated in 2013 is subject to performance conditions. The performance conditions will be deemed satisfied if, in addition to the mandatory condition (5) below, at least three out of the four other conditions listed below are met: (1) The SCOR financial strength rating by S&P must be maintained at a minimum of "A" in 2013 and 2014; (2) SCOR Global P&C's combined ratio must be less than 100% on average in 2013 and 2014; (3) SCOR Global Life's technical margin must be higher than or equal to 3% on average in 2013 and 2014; (4) The SCOR Group's ROE for the financial years ending 31 December 2013 and 31 December 2014 must be higher than (or equal to) 1,000 points above the risk-free rate on average; (5) Absolute compliance with the Group's ethical principles as described in the Code of Conduct of the SCOR Group.
Generali U.S. and to certain Executive and Senior Global Partners of SCOR Global Life Americas who have changed responsibilities following this acquisition.
Those options can be exercised at the earliest four years after the grant date, if the presence condition (four years) is respected. The exercise price is calculated without discount, based on the closing price of SCOR SE on the day before the grant date. The stock options can be exercised on one or more occasions from 3 October 2017 to 2 October 2023 inclusive.
Total number of stock options allocated in 2012 Total number of beneficiaries in 2012
On 3 May 2012, the Shareholder’s Meeting of the Company, in its nineteenth resolution, had authorized the Company’s
The Shareholders’ Meeting also decided that (i) the total number of free shares granted under this authorization may not exceed 4,000,000 Shares, (ii) the allocation of shares to their beneficiaries will be definitive only after a vesting period of a minimum set at two years for tax residents of France and a minimum of four years for beneficiaries non tax residents of
France, (iii) the beneficiaries will be subject, where appropriate, to an obligation to retain shares in a period of two years from the end of the vesting period for tax residents of France and that the retention period for beneficiaries non tax residents of France would be deleted, and (iv) the Company's Board of Directors of the Company will have the authority to increase the lengths of the acquisition period and the holding obligation period.
This authorization was given for a period of eighteen months from 3 May 2012 and had canceled and replaced, for the unused portion thereof, the previous authorization as at 4 May 2011.
This authorization was given for a period of twenty-four months from 25 April 2013 and had canceled and replaced, for the unused portion thereof, the previous authorization as at 3 May 2012.
The conditions of the plan are similar to those previously settled on by SCOR (notably with 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 after the end of the vesting period), and of four years for beneficiaries not tax resident of France.
Senior Global Partners), are subject to the satisfaction of performance conditions. The performance conditions are defined as follows:  For the Chairman and Chief Executive Officer, the other Executive Committee members, the Executive Global
(4) The SCOR Group's ROE for the financial years ending 31 December 2013 and 31 December 2014 must be higher than (or equal to) 1,000 points above the risk-free rate on average.
Following the authorization by the Shareholders' Meeting on 3 May 2012, the Company's Board of Directors of 5 March 2013, on the proposal of the Compensation and Nominations Committee of 26 February 2013, reproduced a SCOR Long
Term Incentive Plan (the “LTIP”), for selected managers and executives of the Group in order to ensure retention of key employees. The performance measurement of this plan of LTIP is set to six years.
The Company's Board of Directors of 5 March 2013, on the proposal of the Compensation and Nominations Committee of 26 February 2013, decided to allocate 176,000 performance shares to certain members of the Executive Committee.
The Chairman and CEO, under the authority given by the Board of Directors held on 5 March 2013 for the implementation of this plan, allocated on 5 March 2013 142,000 performance shares to 31 Partners of the Company.
(5) Absolute compliance with the Group's ethical principles as described in the Code of Conduct of the SCOR Group.
These principles, which are designed to protect the interests of clients, are the pillars of SCOR's sustainable development and therefore of its performance.
Following the authorization by the Shareholders' Meeting on 25 April 2013, the Company's Board of Directors of 31 July 2013, on the proposal of the Compensation and Nominations Committee of 31 July 2013, decided to grant on 2 October 2013 performance shares to all employees of Generali U.S. who joined SCOR after the acquisition of Generali U.S. and to certain Executive and Senior Global Partners of SCOR Global Life Americas who have changed responsibilities following this acquisition.
The conditions of the plan are similar to those previously settled on by SCOR (notably with regards to the presence condition), with a vesting period of four years (all beneficiaries of this plan are not tax resident in France).
November 2013, on the proposal of the Compensation and Nominations Committee of 31 October 2013, has approved the implementation of a specific plan for free shares promised at hiring in order to attract employee of Designate Partner status.
Partners) beneficiaries, are subject to the satisfaction of performance conditions (for the description of the performance conditions, refer to Section 17.3.2 – Free Share allocation plans – 5 March 2013 performance shares).
The table below presents the total number of shares allocated in 2012 and 2013 by category within the Group : Total number of LTIP shares allocated in 2013(2)
Members of the Executive Committee 176,000 4 336,000 8 - - 304,000 7
(1) Chairman and Chief Executive Officer (2) Including employees of Generali U.S.
From 5 November 2013 to 5 November 2017 included No holding period 7 13,500
From 2 October 2013 to 2 October 2017 included No holding period 35 207,000
Free shares allocated to the ten first employees non corporate officers
From 19 March 2012 to 19 March 2016 included No holding period 349 326,000
From 19 March 2012 to 19 March 2016 included No holding period 931 2,000
Requirement of presence at the company as at 17 December shares
From 12 October 2010 to 12 October 2014 included No holding period 9 18,410
During the 2013 allocation, the rights vested into shares by the ten employees of the Company and of any company included in its consolidation whose number of shares thus obtained is the highest represent 447,000 shares. Those rights concerned, for the tax residents of France, the Free Share Plan of 7 March 2011 whose transfer occurred on 8 March 2013 and, for the not tax resident of France, the Free Share Plan 16 March 2009 whose transfer occurred on 17 March 2013.
For the list of the stock options plans currently in force within the Group refer to Appendix A – 1.5. Notes to the Corporate
Executive Committee and other company officers as at 31 December 2013.
Country Name of the plan Number of plans Benefits related description
Defined Contribution Plan (provides oldage pension in combination with disability and /or survivors pension according to employees needs/choice)
SCOR U.S. Group Retirement and Savings Plan 401(k) Plan - Participants are allowed to make pre-tax contributions up to 50% of their bi-weekly salary. Employer matches up to 4% of bi-weekly salary.
Individual Funds accumulate from contributions and investment returns. At retirement it is possible to take a part of the fund as a tax free cash lump sum and the balance must be used to provide a pension.
The Defined Benefit Retirement Plan for former Generali U.S. employees provides a benefit at retirement based on age, final average earnings and service. The Plan is employer funded.
(1) This scheme regroups a limited number of beneficiaries (with an executive status). It was closed to new entrants as at 30 June 2008 (2) This pension scheme will be closed on 31 December 2013
Distribution of capital (number of shares, % of capital and voting rights) – (i) shareholders having more than 2.5% of the registered capital and/or voting rights and (ii) shareholders represented on the Board of Directors (on the basis of a study of identifiable share bearers ("Titres aux Porteurs Identifiables" – "TPI") conducted by the Company as at 31 December 2013): As at 31 December 2013 Number of shares % of capital % voting rights (1)
(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) Member of the Board Source: TPI and Thomson One
Distribution of capital (number of shares, % of capital and voting rights) – (i) shareholders having more than 2.5% of the registered capital and/or voting rights and (ii) shareholders represented on the Board of Directors (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)
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 2010 December 2011 December 2012 December 2013
To SCOR’s knowledge, the percentage of share capital and voting rights held by its Directors and Officers was 3.99% as at
On 21 February 2011, Black Rock Inc., on behalf of funds and its clients, declared that it had exceeded on 15 February 2011, the thresholds of 5.00% of the capital and voting rights in SCOR and that it held 9,391,701 representing 5.00% of the capital in SCOR.
On 15 March 2011, BNP Paribas Asset Management declared that, on behalf of CamGestion, Fundquest France and 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 4,369,809 shares representing 2.3259% of the capital in SCOR.
On 14 April 2011, it declared that it had exceeded the thresholds of 5.00% of the capital and voting rights in SCOR and that it held 9,396,353 shares representing 5.01% of the capital in SCOR.
On 1 June 2011, Amundi Asset Management declared that the three portfolio management companies of group Amundi, i.e.
On 14 March 2012, BNP Paribas Group declared that it had exceeded the registered thresholds of 2.5% of the capital and voting rights in SCOR and that it held 8,338,596 shares or 4.34% of the capital and 8,338,596 voting rights or 4.34% of voting rights in SCOR.
On 3 May 2012, Amundi Asset Management declared that the three portfolio management companies of Group Amundi, i.e.
Amundi, Societe Generale Gestion and Etoile Gestion further to an acquisition made on 2 May 2012, had exceeded the registered thresholds of 2.5% of the capital and voting rights in SCOR and that they held in their OPCVM 6,553,079 shares, which represent a 3.4% of the voting rights.
Prevoyance. This transaction was part of an internal reclassification exercise within the Malakoff Mederic Group.
On 11 April 2013, BNP Paribas Group declared that it had exceeded the registered thresholds of 5.00% of the capital in
SCOR and that it held 9,946,005 shares or 5.16% of the capital and 9,342,590 voting rights or 4.84% of voting rights in
On 29 April 2013, Federal Finance Gestion declared that it had exceeded the registered threshold of 2.5% of the capital and voting rights in SCOR and that it held 5,019,879 shares or 2.6% of the capital and 5,019,879 voting rights or 2.6% of voting rights in SCOR.
On 28 May 2013, BNP Paribas Asset Management declared that it had exceeded the registered threshold of 5.00% of the capital and voting rights in SCOR and that it held 10,303,599 shares or 5.36% of the capital and 9,727,973 voting rights or 5.06% of voting rights in SCOR.
On 25 November 2013, BNP Paribas Asset Management declared that it had fallen below the registered threshold of 5.00%
of the capital and voting rights in SCOR and that it held 9,271,445 shares or 4.81% of the capital and 9,271,445 voting rights or 4.81% of voting rights in SCOR.
Company’s reverse stock split, as decided by the Company’s Combined Shareholders’ Meeting on 16 May 2006 in its seventeenth resolution, each share with a par value of EUR 0.78769723 entitled the holder to one vote and each share with a par value of EUR 7.8769723 entitled the holder to ten votes, so that the number of votes attached to the shares remains proportional to the percentage of share capital they represent.
18.4 Agreement which could result in a subsequent change in control
Transactions with related parties as required by the regulations adopted under EC regulation No. 1606/2002, entered into by the Group appear in Section 20.1.6 – Notes to the consolidated financial statements, Note 24 – Related party transactions.
19.3 Special report of the auditors on regulated agreements and commitments
In our capacity as statutory auditors of SCOR SE, we hereby report on certain related party agreements and commitments.
However, we are required to inform you in accordance with Article R. 225-31 of the French commercial code (Code de
Terms At its meeting of 25 April 2013, the Company's Board of Directors authorized and approved, pursuant to Article L. 22538 of the French Commercial Code, the signature of amendment #5 to the Multicurrency Revolving Letter of Credit
December 2015 and at modifying some of the financial conditions of the Convention due to the evolution of the Group.
The companies party to the amendment #5 are SCOR SE, SCOR Global P&C SE, SCOR Global Life SE, SCOR
Company, with a 16 month duration, and a total amount of USD 500,000,000.
Nature and purpose of the agreement Retrocession agreement signed between SCOR SE and SCOR Global P&C SE on 4 July 2006.
Terms In 2006, despite SCOR SE's contribution of its Non-Life reinsurance operations to SCOR Global P&C SE, SCOR SE
Global P&C SE as the retroceding companies, and SCOR SE as the retrocessionaire. These retrocessions back the
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 July 2006, in order to exclude from the retroceded business, as at 1 January 2007, the contracts underwritten by the
At its meeting of 3 December 2010, the Company’s Board of Directors authorized, pursuant to Article L.225-38 of the
 clean the balance sheet structure of SCOR Global P&C while ameliorating its solvency ratio assessed within the framework of QIS 5 exercise of Solvency II.
P&C SE from 1.5% to 3% on premiums (excluding the premium on reinsurance contracts relating to the protection of the balance sheet of the Group SCOR companies) paid to the retrocessionnaire.
Amendment #7 to the retrocession agreement aims to:  allow SCOR Global P&C SE to yearly rebill SCOR SE 50% of its expenses linked to catastrophic obligations sponsored by SCOR Global P&C SE already issued as well as all future issuances of catastrophic obligations which SCOR Global P&C SE could conclude on behalf of the Group;  allow SCOR SE to benefit from the protection from catastrophic obligations in the event of a circumstance outlined in the issuance of obligations of ATLAS IV.
Board of Directors on 21 March 2006 and amended on 12 December 2008. These commitments to the Chairman and
Chief Executive Officer have been approved under the fifth resolution adopted at the Mixed Shareholders' Meeting of 3
Company has authorized, based on the recommendations of the Compensations and Nominations Committee of 25
In the event of a forced departure or a revocation ad nutum typically due to diverging views on the strategy of the
Group. The payment of this indemnity shall be subject to the satisfaction of the performance condition (C_n) defined below for at least two of the last three fiscal years preceding the date of departure of the Chairman and Chief Executive
The performance condition (C_n) established by the Board of Directors on the recommendation of the Compensations and Nominations Committee will be achieved for the year n is at least three of the four conditions below are satisfied: (A) SCOR's financial rating by S&P must be maintained to a minimum “A” on average in the years n-1 and n-2; (B) SCOR Global P&C’s net combined ratio must be less than or equal to 102% on average in the years n-1 and n-2; (C) SCOR Global Life’s operational margin must be higher than or equal to 3% on average in the years n-1 and n-2; (D) The SCOR Group’s return on equity "ROE" must be higher by 300 base points than the risk-free rate on average in the years n-1 and n-2.
Related Persons Mr. Denis Kessler as Chairman and Chief Executive Officer of SCOR SE and as Chairman of the boards of directors of
French Commercial Code, the issuance by SCOR SE, regarding the « Stand-By Letter of Credit Facility Agreement »
This guarantee is issued for a maximum amount of USD 100 million plus interests, costs and accessories as a guarantee of the commitments of SCOR Global Life SE, SCOR Global P&C SE, SCOR Switzerland AG and SCOR
The companies which are a party to the Stand-By Letter of Credit Facility Agreement with Société Générale are SCOR
SE, SCOR Global P&C SE, SCOR Global Life SE, SCOR Switzerland AG and SCOR Rückversicherung (Deutschland)
AG (absorbed by SCOR Global Life SE on 19 October 2010). The other companies within the Group could equally benefit from this agreement.
Terms At its meeting of 2 November 2005, the Board of Directors of the Company authorized, pursuant to Article L.225-38 of the French Commercial Code, the issuance of a parent company letter of guarantee intended to cover the financial obligations of SCOR Global Life (formerly SCOR VIE) under the terms of an agreement to issue letters of credit signed by SCOR Global Life, SCOR Financial Services Limited (“SFS”) and CALYON (“SFS-CALYON Letter of Credit Facility
Commercial Code, the extension (i) of the term of the parent company guarantee dated 19 December 2005, issued by
SCOR to ten years; and (ii) the amount of the SCOR guarantee to USD 400 million, in line with the new term of coverage by the letter of credit and the new amount of the CALYON global commitment under the terms of the
It gave rise to no payment during the 2011 financial year, during the 2012 financial year and during the 2013 financial year.
Mr. Patrick Thourot as Deputy Chief Executive Officer of SCOR SE and as member of the board of directors of SCOR
Nature and purpose of the agreement Retrocession agreement signed between SCOR SE and SCOR Global Life SE on 4 July 2006.
Terms In 2006, despite SCOR contributing of its Non-Life reinsurance operations to SCOR Global P&C SE, SCOR SE
Commercial Code. The contract was signed on 4 July 2006 with retroactive effect on 1 January 2006.
At its meeting of 13 November 2007, the Board of Directors of SCOR SE authorized and approved, pursuant to Article
L.225-38 of the French Commercial Code, the signature of the amendments to the retrocession contract signed by
As its meeting of 28 July 2010, the Company’s Board of Directors authorized, pursuant to Article L.225-38 of the
The retrocession agreement, as amended, gave rise to the payment by SCOR SE to SCOR Global Life SE of EUR 9.1
Terms At its meeting of 13 November 2007, the Board of Directors authorized the signature of an agreement with BNP
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 negotiated for the Group and otherwise, pays interest to
Authorization to execute a Master Trust Agreement with BNP Paribas and/or one of its subsidiaries (trustee), SCOR
The Master Trust Agreement was signed on 9 August 2011 and gave rise to a non-material payment during the 2012 and 2013 financial years.
Stand-By Letter of Credit Facility Agreement with BNP Paribas dated 23 December 2008, as amended.
Terms As its meeting of 26 August 2008, the Company’s Board of Directors authorized, pursuant to Article L. 225-38 of the
Under the terms of the Facility Agreement, BNP Paribas made a credit line available to the concerned Group’s companies, under the conditions stipulated in the Facility Agreement, in a maximum principal amount of
USD 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.
In order to guarantee its obligations under the terms of the Facility Agreement, each Group companies which is a party to the Facility Agreement granted/will grant a senior pledge on a financial instruments account to BNP Paribas under the terms of a pledge agreement entered/to be enter into with BNP Paribas (and the related pledge declaration) and pledged/will pledge (i) on the date of the signature of the pledge agreement, a number of OATs for a minimum amount equal to EUR 5,000; (ii) on 2 January 2009, an additional number of OATs for an amount equivalent to the value in
Euros of 55% of the SBLCs (corresponding to the letters of credit issued under the old credit agreement and assumed and extended by BNP Paribas); and (iii) to pledge before each new utilization a number of OATs for an amount equivalent to the value in Euros of 55% of the amount of the new utilization.
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
Switzerland AG et SCOR Rückversicherung (Deutschland) AG (absorbed by SCOR Global Life SE on 19 October 2010). The other companies within the Group could equally benefit from this agreement as amended.
Amendment #1 to the Facility Agreement was signed on 24 June 2010.
At its meeting of 22 March and 27 July 2011, the Company’s Board of Directors authorized, pursuant to Article L. 22538 of the French Commercial Code, 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
Life SE’s joint and several liability for the benefit of SIRI, exclude SCOR Rückversicherung (Deutschland) AG
The companies party to this amendment are SCOR SE, SCOR Global P&C SE, SCOR Global Life SE and SCOR
Amendment #2 to the Facility Agreement was signed on 5 September 2011.
Pursuant to an accession letter dated 19 September 2011 SIRI benefitted from the Facility Agreement. SCOR Global
SCOR Switzerland AG and SCOR Global Life Reinsurance Ireland PLC. The other companies within the Group could equally benefit from this agreement, as amended.
Amendment #3 to the Facility Agreement was signed on 14 November 2011.
Reinsurance Ireland PLC to the rights and obligations of SCOR International Reinsurance Ireland PLC resulting from the merger of these two companies taking effect on 1 January 2013.
Amendment #4 to the Facility Agreement was signed on 20 December 2012.
Nature and purpose of the agreement Special authorization to conclude a stand-by letter of credit facility agreement with Commerzbank.
Ireland PLC resulting from the merger of these two companies taking effect on 1 January 2013.
Nature and purpose of the agreement Authorization to issue a First Demand Guarantee within the framework of the Stand-By Letter of Credit Facility
Terms As its meeting of 9 November 2011, the Company’ Board of Directors authorized, pursuant to Article L.225-38 of the
Deutsche Bank dated 9 September 2011, effective as at 1 January 2012, with a maximum amount of USD 575 million
Nature and purpose of the agreement Amendment to the additional pension plan subject to Article 39 of the French Tax Code (Code Général des Impôts).
At its meeting of 18 March 2008, the Company’s Board of Directors authorized pursuant to the Article L.225-38, the execution of an additional pension plan, which was ultimately executed on 15 May 2008.
This additional pension plan purports to determine the terms and conditions of additional pension plan benefits granted by the Company for the benefit of:  managers of the Group (cadres de direction) within the meaning of the professional agreement of 3 March 1993, who were exercising their activity within the Group on the date on which the additional pension plan took effect;  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.
This transaction gave rise to the invoicing by SCOR SE of EUR 6.2 million in 2012 and EUR 5.7 million in 2013.
Nature and purpose of the agreement Parent company guarantee from SCOR SE in favor of SCOR Global Life Reinsurance Company of America (formerly known as XL Re Life America Inc) for reinsurance commitments.
Terms At its meeting of 3 November 2009, the Company’s Board of Directors authorized, pursuant to Article L.225-38 of the
Commercial Code, the remuneration (i) of the parent company guarantees issued or to be issued by SCOR SE and (ii)
The purpose of these authorizations is to allow the reinsurance subsidiaries of the Group to benefit from Standard &
The parent guarantee was signed on 22 January 2010. It gave rise to no payment during the 2011 financial year, during the 2012 financial year, and during the 2013 financial year.
report on these consolidated financial statements as at 31 December 2012 is included from pages 300 to 302 of the
report on these consolidated financial statements as at 31 December 2011 is included from pages 304 to 306 of the
The consolidated financial statements for the year ended 31 December 2013 are presented below: 20.1.1 CONSOLIDATED BALANCE SHEETS
Share of retrocessionaires in insurance and investment contract liabilities Note 16 1,140 1,323
(1) Includes the acquisition related expenses of Generali U.S., MRM S.A. and Transamerica Re. For further detail refer also to Note 3 – Acquisitions and disposals (2) Includes the gain from bargain purchase on the acquisition of Generali U.S. for EUR 197 million. The impact of this acquisition, net of acquisition expenses (the latter net of tax), amounted to EUR 183 million
Items that will not be reclassified subsequently to profit or loss 6 (8) 4
Items that will be reclassified subsequently to profit and loss (222) 215 (138)
Net cash flow provided by operations Note 12 897 761 530
Cash flows generated by (used in) financing activities (107) (146) 272
Cash and cash equivalents at 1 January Note 12 1,466 1,281 1,007
Shareholders’ equity at 1 January 2011, revised 1,479 796 56 1,639 (103) 418 56 - 4,348
Other comprehensive income net of tax - - (234) 100 - - - - (134)
Effect of changes in foreign exchange rates - - - 117 - - - - 117
Comprehensive income, net of tax - - (234) 100 - 329 - - 195
Other comprehensive income net of tax - - 244 (37) - - - - 207
Taxes recorded directly in equity - - (95) 22 - - - - (73)
Dividends paid - - - (203) - - - - (203) SHAREHOLDERS’ EQUITY 31 DECEMBER 2012 revised 1,515 840 66 2,079 (163) 418 45 7 4,807
(3) Of which EUR (15) million related to adjustments requested by ASEFA’s local regulator
Allocation of prior year net income - - - 418 - (418) - - -
Other comprehensive income net of tax - - (45) (171) - - - - (216)
Comprehensive income, net of tax - - (45) (171) - 549 - - 333
Dividends paid - - - (223) - - - - (223) SHAREHOLDERS’ EQUITY 31 DECEMBER 2013 1,518 842 21 2,119 (142) 549 33 40 4,980
SCOR SE (“the Company”) is a European Company (Societas Europaea) domiciled in France and governed by the provisions of French law relating to European Companies as well as by the French corporate law provisions applicable to
Sociétés Anonymes where this is not contrary to the specific provisions applicable to European Companies. SCOR’s shares are publicly traded on the Eurolist by Euronext Paris stock market and on the SIX Swiss Exchange (formerly known as the
Annual General Meeting which will take place on 6 May 2014.
SCOR’s consolidated financial statements for the years ended 31 December 2013, 2012 and 2011 have been prepared in compliance with IFRS issued by the International Accounting Standards Board (IASB) as adopted by the European Union
Interpretations Committee (SIC) and IFRS Interpretations Committee (IFRIC)) mandatorily applicable as at 31 December 2013. Refer to Note 1 (D) below for a detailed overview on the new and amended International Financial Reporting
Standards adopted by the Group as endorsed by the European Union applicable in 2013 and the standards which have been issued by the IASB during the period but have not been adopted by the European Union. The consolidated financial statements have been prepared under the historical cost convention, as modified by the revaluation of available-for-sale financial assets, and financial instruments (including derivative instruments) at fair value through profit or loss.
The changes made to the presentation are shown in the table below. The consolidated opening balance sheet as at 1 January 2012, the consolidated statements of income, the consolidated statements of comprehensive income, and the consolidated statements of cash flows for the years ended 31 December 2012 and 2011 have not been adjusted.
In accordance with IAS 1 - Presentation of Financial Statements, the Group has opted to present expenses by function in the statement of income. The costs are allocated to four categories (acquisition and administrative expenses, claims settlement expenses, investment management expenses and other current operating expenses) based on allocation keys which are determined considering management’s judgment. Hub shared service costs are allocated to the divisions using a headcount allocation key.
Special Purpose Entities (SPEs) 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 (“Cat bond”) notes issued by Atlas Special Purpose Vehicles
The Group’s investments in associated companies are recorded using the equity method. Associated entities are companies in which the Group exercises significant influence but no control. Significant influence generally occurs when the Group owns, directly or indirectly, between 20% and 50% of the outstanding voting rights. Joint ventures, where there is joint control, are accounted for using the equity method.
Mutual funds and real estate entities are fully consolidated or recorded using the equity method in accordance with the afore-mentioned rules. The non-controlling interest in fully consolidated mutual funds are stated under other liabilities as the third party holders have an unconditional right to sell their holdings to SCOR.
All material intra-Group balances and transactions including the results of inter-company transactions are eliminated.
The Group has adopted the following new and amended International Financial Reporting Standards and Interpretations as adopted by the European Union:  Amendments to IAS 1 – Presentation of Financial Statements, require entities to separate items presented in
 Amendments to IFRS 7 – Offsetting financial assets and financial liabilities, require an entity to disclose information about rights to set-off related arrangements (e.g., collateral agreements). The disclosures would provide users with information that is useful in evaluating the effect of netting arrangements on an entity’s financial position. The new disclosures are required for all recognized financial instruments that are offset in accordance with IAS 32 - Financial Instruments: Presentation. The disclosure requirements also apply to recognized financial instruments that are subject to an enforceable master netting arrangement or similar agreement, irrespective of whether they are offset in accordance with IAS 32. The European Union endorsed the amendments on 13
 IFRS 13 also requires specific disclosures on fair values, some of which replace existing disclosure requirements in other standards, including “IFRS 7 - Financial instruments: Disclosures”. The Group provides these disclosures in the Note 6 – Insurance business investments.
 Amendments to IAS 36 - Impairment of Assets. The amendments remove unintended consequences of IFRS 13 on the disclosures required under IAS 36. In addition, they require disclosure of recoverable amounts for assets or
Cash Generating Units (CGUs) for which an impairment loss was recognized or reversed during the reporting period. They are effective retrospectively for annual periods beginning on or after 1 January 2014 with earlier application permitted, provided IFRS 13 is also applied. The European Union endorsed the amendments on 19
The following standards have been issued by the International Financial Reporting Standards Board but are not yet effective or have not been endorsed by the European Union:  IFRS 10 – Consolidated Financial Statements replaces the provisions of IAS 27 - Consolidated and Separate
December 2012. This standard is effective for annual periods beginning on or after 1 January 2013 for companies preparing financial statements in compliance with IFRS issued by the IASB and on or after 1 January 2014 for
has no material joint arrangements. As such the adoption of this standard is not expected to have any impact on the Group’s consolidated financial statements.
Union endorsed IFRS 12 on 11 December 2012. This standard is effective for annual periods beginning on or after 1 January 2013 for companies preparing financial statements in compliance with IFRS issued by the IASB and on or after 1 January 2014 for European listed companies. IFRS 12 is a “disclosure only” standard and therefore will have no effect on profit or loss or equity of the Group.
 As a consequence of the new IFRS 10 and IFRS 12 standards, what remains of IAS 27 is limited to accounting for subsidiaries, jointly controlled entities, and associates in separate financial statements. The European Union endorsed the amendments to IAS 27 on 11 December 2012. The amendments are effective for annual periods beginning on or after 1 January 2013 for companies preparing financial statements in compliance with IFRS issued by the IASB and on or after 1 January 2014 for European listed companies. The Group does not present standalone IFRS financial statements.
Associates and Joint Ventures, and describes the application of the equity method to investments in joint ventures in addition to associates.
 The European Union endorsed the amendments to IAS 28 on 11 December 2012. The amendments are effective for annual periods beginning on or after 1 January 2013 for companies preparing financial statements in compliance with IFRS issued by the IASB and on or after 1 January 2014 for European listed companies. The amendments to IAS 28 are not expected to impact the Group’s financial position or performance.
Group determined that the effect will be quantified only in conjunction with the other phases of IFRS 9 when issued, to present a comprehensive picture.
Group’s share of the net assets of the acquired company and is included in intangible assets. If the business combination is achieved in stages, the acquirer’s previously held equity interest in the acquiree is remeasured to fair value at the acquisi tion date through profit or loss.
After initial recognition, goodwill is measured at cost less any accumulated impairment. At least annually, goodwill is tested for impairment.
The useful lives of intangible assets are assessed to be either finite or indefinite.
VOBA relates to life reinsurance portfolios acquired in a business combination. VOBA is capitalized as the present value of the stream of expected future cash flows. These estimates include the future technical result, and the future investment income less deductions for future administration expenses. The present value calculations are based on assumptions and risk discount factors relevant at the date of acquisition. The VOBA is amortized over the lifetime of the underlying reinsurance portfolio and is subject to impairment testing. The amortization pattern of VOBA is reviewed annually.
VOBA also includes the intangible asset related to the acquisition of the business portfolio of ReMark Group BV (“ReMark”)
Other intangible assets consist primarily of customer related intangible assets arising from non-life business combinations and purchased software or development expenditure related to software. Amortization for other intangible assets with finite lives is calculated using the straight line method.
One such indicator is that the building’s market-value is below its carrying value. If any such indicators are found to exist, the
Group assesses the recoverable amount of the building in question. The recoverable amount is the higher of the property’s fair value less cost to sell and its value in use. The value in use is assessed using an internal discounted cash flow model based on current market assumptions and considers rental status, completeness of construction and renovation work, as well as recent developments within the local real estate market. If the recoverable amount is greater than 20% below the carrying amount, the resulting impairment loss is recognized in the statement of income.
Dividends on equity instruments are recorded in the statement of income when the Group’s right to receive payment has accrued.
Hedge effectiveness is monitored periodically by comparing changes in the fair value or cash flows of the hedged item to the changes in the fair value or cash flows of the hedge instrument in order to determine the degree of effectiveness.
Amounts taken to other comprehensive income are transferred to the income statement when the hedged transaction effects the income statement, such as when hedged financial income or financial expense is recognized or when the forecast sale or purchase occurs.
As the Group is responsible for determining the fair value of its investments, regular analysis is performed to determine whether prices received from third parties are reasonable estimates of fair value. The Group’s analysis includes: (i) a review of price changes made in the investment management systems; (ii) a regular review of pricing deviations between dates exceeding predefined pricing thresholds per investment categories; and (iii) a review and approval of extraordinary valuation changes noted.
 Level 3: inputs for the asset or liability which are not based on observable market data (unobservable inputs).
At each balance sheet date, the Group assesses whether there is any evidence of impairment. The amount of impairment is recorded by asset category, as set forth below.
For available-for-sale equity securities which are listed on an active market, a line-by-line analysis is performed when there has been a decline in fair value as compared to the initial purchase price of more than 30%, or a consistent unrealized loss over a period of more than 12 months. The different factors considered in this analysis include the existence or inexistence of significant adverse changes in the technological, market, economic or legal environment in which the issuer operates.
After consideration of these factors if a security remains unimpaired, the Group ultimately considers objective evidence of impairment, as per IAS 39, by reference to three further key criteria being the existence or not of:  a consistent decline of more than 30% for 12 months; or
For certain investments, in addition to the above impairment guidelines, SCOR takes into consideration other important factors such as:  the fact that the asset is specifically excluded from any actively traded portfolio;  its ability and intent to continue to hold the investment for a significantly longer period than a normal investment;
For fixed income securities, and loans and accounts receivables, 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.
Treasury shares and any directly related costs are recorded as a deduction from shareholders’ equity. When treasury shares are subsequently sold or reissued any consideration received is included in consolidated shareholders equity net of any directly related costs and tax effects. Accordingly, there is no related income, gain or loss recognized in the statement of income.
 Such events result in additional disclosure if they relate to conditions which did not exist at the balance sheet date, and if relevant and material.
Assumed and ceded reinsurance transactions are those contracts that transfer significant reinsurance risk at the inception of the contract. Reinsurance risk is transferred when the Group agrees to compensate a cedant if a specified uncertain future event (other than a change in financial variable) adversely affects the cedant. Any contracts not meeting the definition of a reinsurance contract under IFRS 4 - Insurance Contracts, are classified as investment contracts or derivative contracts as appropriate.
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 under 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 US.
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 assumptions relating to mortality, disability, lapses and the expected future interest rates. Actuarial principles used allow an adequate safety margin for the risks of change, error and random fluctuation. They correspond to those used in the premium calculation and are adjusted if the original safety margins are no longer considered sufficient.
The reinsurance entities of the Group record accounts transmitted by ceding companies upon receipt. At year end, estimates are made for those accounts not yet received from ceding companies. Under this method, the amounts recorded in the financial statements reflect as closely as possible the actual reinsurance commitments of the Group. This method relates to the majority of the contracts signed during the year.
Group’s own estimates of premiums written and earned for which ceding companies’ reports that have not yet been received.
Differences between such estimates and actual amounts are recorded in the period in which the estimates are changed or the actual amounts are determined. The difference between ultimate estimated premiums, net of commissions, and premiums reported by ceding companies, is recorded under accounts receivable arising from assumed reinsurance transactions. Premiums are earned on a basis that is consistent with the risks covered under the terms of the reinsurance contracts, which is generally one to two years. For certain US and Japanese catastrophe risks, agriculture risks in Brazil and certain other risks, premiums are earned commensurate with the seasonality of the underlying exposure.
The liability adequacy test for the Life segment compares the carrying value of the reserves less deferred acquisition costs and value of business acquired with the fair value of the liabilities from the reinsurance portfolio recognized. The fair value is calculated as the present value of the projected future cash flow using current actuarial assumptions and parameters. In case of deficiency, SCOR would impair deferred acquisition costs and value of business acquired and increase reserves.
For the measurement of deferred acquisition costs, value of business acquired and reserves recognized for different insurance portfolios, SCOR applies the shadow accounting principles stipulated in IFRS 4. As the amortization of DAC (for
reflects the fact that the Group has assumed a greater proportion of the business of the syndicates. If the Group has reduced its participation from one year of account to the next, the RITC receivable is eliminated, leaving an element of RITC
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 UK., the US 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 Group’s assets.
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.