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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 20-F
(MARK ONE)
[ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
OR
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 1-15154
ALLIANZ AKTIENGESELLSCHAFT
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
FEDERAL REPUBLIC OF GERMANY
(JURISDICTION OF INCORPORATION OR ORGANIZATION)
KONIGINSTRASSE 28, 80802 MUNICH, GERMANY
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
SECURITIES REGISTERED OR TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
--------------------------------------- -----------------------------------------
ORDINARY SHARES (WITHOUT PAR VALUE)* THE NEW YORK STOCK EXCHANGE, INC.
---------------
* Not for trading, but only in connection with the listing of American
Depositary Shares, pursuant to the requirements of the New York Stock
Exchange.
SECURITIES REGISTERED OR TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
NONE
SECURITIES FOR WHICH THERE IS A REPORTING OBLIGATION PURSUANT TO SECTION 15(d)
OF THE ACT: NONE
Indicate the number of outstanding shares of each of the issuer's classes
of capital or common stock at December 31, 2003:
Ordinary shares, without par value....................384,718,750
shares
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES [X] NO [ ]
Indicate by check mark which financial statement item the registrant has
elected to follow.
Item 17 [ ] Item 18 [X]
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TABLE OF CONTENTS
ITEM PAGE
---- ----
TABLE OF CONTENTS......................................................... 1
PRESENTATION OF FINANCIAL AND OTHER INFORMATION........................... 3
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS................. 4
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS....... 5
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE..................... 5
ITEM 3. KEY INFORMATION............................................. 5
Selected Consolidated Financial Data........................ 5
Dividends................................................... 7
Exchange Rate Information................................... 7
Risk Factors................................................ 8
INFORMATION ON THE COMPANY AND OPERATING AND FINANCIAL
ITEM 4-5. REVIEW AND PROSPECTS........................................ 16
Introduction................................................ 16
Summary Financial Information............................... 17
Recent Developments......................................... 19
Factors Affecting Results of Operations..................... 20
Critical Accounting Policies and Estimates.................. 22
Off-Balance Sheet Arrangements.............................. 29
Tabular Disclosure of Contractual Obligations............... 30
Changes to Accounting and Valuation Policies................ 31
Consolidated Results of Operations.......................... 31
Consolidated Assets and Liabilities......................... 33
Investment Portfolio Impairments and Unrealized Losses...... 34
Discussion of Operations by Business Segment................ 41
Property-Casualty Insurance Operations...................... 42
Property-Casualty Operations By Geographic Region........... 47
Life/Health Insurance Operations............................ 69
Life/Health Operations By Geographic Region................. 72
Banking Operations.......................................... 85
Banking Operations By Division.............................. 98
Asset Management Operations................................. 108
Property-Casualty Insurance Reserves........................ 123
Reconciliation of Loss and LAE Reserves..................... 126
Changes in Historical Reserves for Unpaid Loss and LAE
Property-Casualty Insurance Segment Gross of Reinsurance.... 131
A&E Gross Loss and LAE History.............................. 134
Selected Statistical Information Relating to Our Banking
Operations.................................................. 135
Liquidity and Capital Resources............................. 161
Consolidated Cash Flows..................................... 162
Regulation and Supervision.................................. 164
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES.................. 184
Corporate Governance........................................ 184
Management Board............................................ 186
Supervisory Board........................................... 188
Compensation of Directors and Officers...................... 192
Board Practices............................................. 193
Share Ownership............................................. 193
Employees................................................... 193
Stock-based Compensation Plans.............................. 194
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS........... 194
Major Shareholders.......................................... 194
1
ITEM PAGE
---- ----
Related Party Transactions.................................. 195
ITEM 8. FINANCIAL INFORMATION....................................... 198
Consolidated Statements and Other Financial Information..... 198
Legal Proceedings........................................... 198
Dividend Policy............................................. 199
Significant Changes......................................... 200
ITEM 9. THE OFFER AND LISTING....................................... 201
Trading Markets............................................. 201
Market Price Information.................................... 201
ITEM 10. ADDITIONAL INFORMATION...................................... 204
Articles of Association..................................... 204
Capital Increase............................................ 205
Material Contracts.......................................... 205
Exchange Controls........................................... 205
Taxation.................................................... 206
United States Taxation...................................... 208
Documents on Display........................................ 210
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
ITEM 11. RISK........................................................ 210
Risk Management Organization................................ 211
Market Risk Measurement..................................... 217
Allianz Group Market Risk Exposure Estimates................ 218
Risk Monitoring by Third Parties............................ 221
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES...... 222
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES............. 222
MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND
ITEM 14. USE OF PROCEEDS............................................. 222
ITEM 15. CONTROLS AND PROCEDURES..................................... 222
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT............................ 222
ITEM 16B. CODE OF ETHICS.............................................. 222
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES...................... 222
EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT
ITEM 16D. COMMITTEES.................................................. 223
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED
ITEM 16E. PURCHASERS.................................................. 223
ITEM 17. FINANCIAL STATEMENTS........................................ 225
ITEM 18. FINANCIAL STATEMENTS........................................ 225
ITEM 19. EXHIBITS.................................................... 225
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES.................. F-1
2
PRESENTATION OF FINANCIAL AND OTHER INFORMATION
In this Annual Report, the terms "we," "us" and "our" refer to Allianz
Aktiengesellschaft (or Allianz AG, and together with its consolidated
subsidiaries, the Allianz Group), unless the context requires otherwise.
Unless otherwise indicated, when we use the term "consolidated financial
statements," we are referring to the consolidated financial statements
(including the related notes) of Allianz AG as of December 31, 2003 and 2002 and
for each of the years in the three-year period ended December 31, 2003, which
have been audited by KPMG Deutsche Treuhand-Gesellschaft AG
Wirtschaftsprufungsgesellschaft. The consolidated financial statements have been
prepared in accordance with International Financial Reporting Standards (or
IFRS), which differ in certain respects from accounting principles generally
accepted in the United States of America (U.S. GAAP). For a discussion of
significant differences between IFRS and U.S. GAAP and a reconciliation of net
income and shareholders' equity under IFRS and U.S. GAAP, you should read Note
47 to the consolidated financial statements. In addition, the amounts set forth
in some of the tables may not add up to the total amounts given in those tables
due to rounding.
References herein to "$", "U.S.$" and "U.S. dollars" are to United States
dollars and references to "E" and "Euro" are to the Euro, the single currency
established for participants in the third stage of the European Economic and
Monetary Union (or EMU), commencing January 1, 1999. We refer to the countries
participating in the third stage of the EMU as the "Euro zone."
For convenience only (except where noted otherwise), some of the Euro
figures have been translated into U.S. dollars at the rate of $1.2118 = E1.00,
the noon buying rate in New York for cable transfers in Euros certified by the
Federal Reserve Bank of New York for customs purposes on June 18, 2004. These
translations do not mean that the Euro amounts actually represent those U.S.
dollar amounts or could be converted into U.S. dollars at those rates. See "Key
Information -- Exchange Rate Information" for information concerning the noon
buying rates for the Euro from January 1, 1999 through June 18, 2004.
Unless otherwise indicated, when we use the terms "gross premiums," "gross
premiums written" and "gross written premiums," we are referring to premiums
(whether or not earned) for insurance policies written during a specific period,
without deduction for premiums ceded to reinsurers, and when we use the terms
"net premiums," "net premiums written" and "net written premiums," we are
referring to premiums (whether or not earned) for insurance policies written
during a specified period, after deduction for premiums ceded to reinsurers.
Unless otherwise indicated, we have obtained data regarding the relative
size of various national insurance markets from annual reports prepared by
SIGMA, an independent organization which publishes market research data on the
insurance industry. In addition, unless otherwise indicated, insurance market
share data are based on gross premiums written. Data on position and market
share within particular countries are based on our own internal estimates.
3
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This annual report includes "forward-looking statements" within the meaning
of the safe harbor provisions of The Private Securities Litigation Reform Act of
1995. These include statements under "Information on the Company and Operating
and Financial Review and Prospects," "Quantitative and Qualitative Disclosures
About Market Risk" and elsewhere in this annual report relating to, among other
things, our future financial performance, plans and expectations regarding
developments in our business, growth and profitability, and general industry and
business conditions applicable to the Allianz Group. These forward-looking
statements can generally be identified by terminology such as "may," "will,"
"should," "expects," "plans," "intends," "anticipates," "believes," "estimates,"
"predicts," "potential," or "continue" or other similar terminology. We have
based these forward-looking statements on our current expectations, assumptions,
estimates and projections about future events. These forward-looking statements
are subject to a number of risks, uncertainties, assumptions and other factors
that may cause our actual results, performance or achievements or those of our
industry to be materially different from or worse than those expressed or
implied by these forward-looking statements. These factors include, without
limitation:
- general economic conditions, including in particular economic conditions
in our core business areas and core markets;
- function and performance of global financial markets, including emerging
markets;
- frequency and severity of insured loss events, including terror attacks,
environmental and asbestos claims;
- mortality and morbidity levels and trends;
- persistency levels;
- interest rate levels;
- currency exchange rate developments, including the Euro/U.S. dollar
exchange rate;
- levels of additional loan loss provisions;
- further impairments of investments;
- general competitive factors, in each case on a local, regional, national
and global level;
- changes in laws and regulations, including in the United States and in
the European Union;
- changes in the policies of central banks and/or foreign governments;
- the impact of acquisitions, including related integration and
restructuring issues; and
- terror attacks, events of war, and their respective consequences.
4
PART I
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS
Not applicable.
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
Not applicable.
ITEM 3. KEY INFORMATION
SELECTED CONSOLIDATED FINANCIAL DATA
The selected consolidated financial data set forth below are derived from
our consolidated financial statements, which have been audited by KPMG Deutsche
Treuhand-Gesellschaft AG Wirtschaftsprufungsgesellschaft.
We prepare our consolidated financial statements in accordance with IFRS,
which differ in certain significant respects from U.S. GAAP. For a description
of the significant differences between IFRS and U.S. GAAP and a reconciliation
of net income and shareholders' equity under IFRS to U.S. GAAP, you should read
Note 47 to the consolidated financial statements.
You should read the information below in conjunction with our consolidated
financial statements and the other financial information we have included
elsewhere in this annual report.
AT OR FOR THE YEAR ENDED DECEMBER 31,
-----------------------------------------------------------
2003(1) 2003 2002 2001 2000 1999
--------- ------- ------- ------- ------- -------
$ E E E E E
(IN MILLIONS, EXCEPT PER SHARE DATA)
IFRS CONSOLIDATED INCOME STATEMENT
DATA
Gross premiums written(2)
Property-Casualty............... 52,616 43,420 43,294 42,137 38,382 36,027
Life/Health..................... 25,071 20,689 20,663 20,145 20,239 18,473
Consolidation adjustments(3).... (875) (722) (804) (694) (736) (693)
--------- ------- ------- ------- ------- -------
Total........................ 76,812 63,387 63,153 61,588 57,885 53,807
Premiums earned (net)............. 67,834 55,978 55,133 52,745 49,907 46,182
Total income
Property-Casualty............... 61,474 50,730 55,556 48,770 45,197 42,079
Life/Health..................... 44,391 36,632 36,536 34,092 37,251 32,723
Banking Operations.............. 16,776 13,844 21,275 12,755 1,722 1,795
Asset Management Operations..... 3,707 3,059 3,185 2,738 1,722 693
Consolidation adjustments(3).... (3,269) (2,698) (8,876) (2,705) (2,103) (1,471)
--------- ------- ------- ------- ------- -------
Total........................ 123,079 101,567 107,676 95,650 83,789 75,819
Net income (loss)................. 1,958 1,890 (1,496) 1,585 3,448 2,317
Basic earnings per share.......... 6.77 5.59 (5.40) 6.51 14.05 9.46
Diluted earnings per share........ 6.75 5.57 (5.40) 6.51 14.05 9.46
U.S. GAAP CONSOLIDATED INCOME
STATEMENT DATA
Net income (loss)................. 2,720 2,245 (1,260) 4,246 6,519 2,870
Basic earnings per share.......... 8.13 6.71 (4.79) 16.30 28.85 11.70
Diluted earnings per share........ 8.12 6.70 (4.79) 16.30 28.85 11.70
5
AT OR FOR THE YEAR ENDED DECEMBER 31,
-----------------------------------------------------------
2003(1) 2003 2002 2001 2000 1999
--------- ------- ------- ------- ------- -------
$ E E E E E
(IN MILLIONS, EXCEPT PER SHARE DATA)
IFRS CONSOLIDATED BALANCE SHEET
DATA
Group's own investments(4)........ 478,444 394,821 395,321 462,219 337,793 318,880
Total assets...................... 1,134,138 935,912 852,133 942,986 440,008 410,690
Total insurance reserves.......... 377,441 311,471 305,763 299,512 284,824 268,064
Total liabilities................. 1,089,351 898,953 822,145 911,373 404,416 381,014
Issued capital and capital
reserves........................ 23,445 19,347 14,785 14,769 7,994 7,811
Shareholders' equity.............. 34,648 28,592 21,674 31,613 35,592 29,676
Shareholders' equity per share.... 103 85 78 114 127 106
Weighted average number of shares
outstanding
Basic........................... 409.8 338.2 276.9 277.8 279.8 279.4
Diluted......................... 411.4 339.8 276.9 277.8 279.8 279.4
U.S. GAAP CONSOLIDATED BALANCE
SHEET DATA
Shareholders' equity.............. 37,354 30,825 22,836 31,655 35,102 30,003
Shareholders' equity per share.... 110 91 83 114 125 107
OTHER FINANCIAL AND OPERATING DATA
Combined ratio.................... 97.0% 97.0% 105.7% 108.8% 104.9% 104.5%
Third-party assets................ 684,320 564,714 560,588 620,458 336,424 29,506
Market capitalization............. 44,397 36,637 22,111 64,156 97,813 81,920
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(1) Amounts given in Euros have been translated for convenience only into U.S.
dollars at the rate of $1.2118 = E1.00, the noon buying rate in New York for
cable transfers in Euros certified by the Federal Reserve Bank of New York
for customs purposes on June 18, 2004. See "Presentation of Financial and
Other Information."
(2) In some countries, health insurance operations are reflected in either or
both of the property-casualty and life/health segments in accordance with
local practice and regulatory considerations.
(3) Represents the elimination of intercompany transactions between Allianz
Group companies in different segments.
(4) For additional information on Group's own investments, see "Information on
the Company and Operating and Financial Review and Prospects -- Asset
Management Operations -- Group's Own Investments."
6
DIVIDENDS
The following table sets forth the annual dividends paid per ordinary share
and American Depositary Share (or ADS) equivalent for 1999 through 2003. The
table does not reflect the related tax credits available to German taxpayers.
See "Additional Information -- Taxation -- German Taxation -- Taxation of
Dividends."
DIVIDEND PER DIVIDEND PAID
ORDINARY PER ADS
SHARE EQUIVALENT
------------- -------------
E $(1) E $(1)
1999..................................................... 1.25 1.18 0.125 0.118
2000..................................................... 1.50 1.42 0.150 0.142
2001..................................................... 1.50 1.42 0.150 0.142
2002..................................................... 1.50 1.76 0.150 0.176
2003..................................................... 1.50 1.82 0.150 0.182
---------------
(1) Dividend amounts given in Euros have been translated for convenience only
into U.S. dollars at the rate of $1.2118 = E1.00, the noon buying rate in
New York for cable transfers in Euros certified by the Federal Reserve Bank
of New York for customs purposes on June 18, 2004. See "Presentation of
Financial and Other Information."
Although the ability to pay future dividends will depend upon our future
earnings, financial condition (including our cash needs), prospects and other
factors, we do not presently anticipate any changes to our current dividend
policy. However, you should not assume that any dividends will actually be paid
or make any assumptions about the amount of dividends which will be paid in any
given year. See "Financial Information -- Dividend Policy."
EXCHANGE RATE INFORMATION
The table below sets forth, for the periods indicated, information
concerning the noon buying rates for the Euro expressed in U.S. dollars per
E1.00. No representation is made that the Euro or U.S. dollar amounts referred
to herein could be or could have been converted into U.S. dollars or Euros, as
the case may be, at any particular rate or at all.
PERIOD PERIOD
HIGH LOW AVERAGE(1) END
------ ------ ---------- ------
($ PER E1.00)
1999............................................. 1.1812 1.0016 1.0588 1.0070
2000............................................. 1.0335 0.8270 0.9207 0.9388
2001............................................. 0.9535 0.8370 0.8952 0.8901
2002............................................. 1.0485 0.8594 0.9454 1.0485
2003............................................. 1.2597 1.0361 1.1321 1.2597
October........................................ 1.1833 1.1596 1.1714 1.1609
November....................................... 1.1995 1.1417 1.1710 1.1995
December....................................... 1.2597 1.1956 1.2298 1.2597
2004............................................. 1.2853 1.1802 1.2347 1.1885
January........................................ 1.2853 1.2389 1.2638 1.2452
February....................................... 1.2848 1.2426 1.2640 1.2441
March.......................................... 1.2431 1.2088 1.2261 1.2292
April.......................................... 1.2358 1.1802 1.1989 1.1975
May............................................ 1.2274 1.1801 1.2000 1.2217
June (until June 18, 2004)..................... 1.2320 1.2006 1.2151 1.2118
---------------
(1) Computed using the average of the noon buying rates for Euros on the last
business day of each month during the relevant annual period or on the first
and last business days of each month during the relevant monthly period.
On June 18, 2004, the noon buying rate for the Euro was $1.2118.
7
RISK FACTORS
You should carefully review the following risk factors together with the
other information contained in this annual report before making an investment
decision. Our financial position and results of operations may be materially
adversely affected by each of these risks. The market price of our ADSs may
decline as a result of each of these risks and investors may lose the value of
their investment in whole or in part. Additional risks not currently known to us
or that we now deem immaterial may also adversely affect our business and your
investment.
INTEREST RATE VOLATILITY MAY ADVERSELY AFFECT OUR RESULTS OF OPERATIONS.
Changes in prevailing interest rates (including changes in the difference
between the levels of prevailing short- and long-term rates) can affect our
insurance, asset management and banking results.
Over the past several years, movements in both short- and long-term
interest rates have affected the level and timing of recognition of gains and
losses on securities held in our various investment portfolios. Our investment
portfolios are heavily weighted toward Euro-denominated fixed-income
investments. Accordingly, interest rate movements in the Euro zone will
significantly affect the value of our investment portfolios. Excluding trading
portfolios, fixed income securities constituted 76.5% of our Group's own
investment at December 31, 2003. For additional information on our fixed-income
investments, see "Information on the Company and Operating and Financial Review
and Prospects -- Asset Management Operations -- Group's Own
Investments -- Insurance Operations Investments -- Fixed-Income Investments." An
increase in interest rates could substantially decrease the value of our fixed
income portfolio, and any unexpected change in interest rates could materially
adversely affect our bond and interest rate derivative positions.
The short-term impact of interest rate fluctuations on our life/health
insurance business may be reduced in part by products designed to partly or
entirely transfer our exposure to interest rate movements to the policyholder.
While product design reduces our exposure to interest rate volatility, changes
in interest rates will impact this business to the extent they result in changes
to current interest income, impact the value of our fixed income portfolio, and
affect the levels of new product sales or surrenders of business in force. In
addition, reductions in the investment income below the rates assumed in product
pricing, or below the regulatory minimum required rates in countries such as
Germany and Switzerland, would reduce or eliminate the profit margins on the
life/health insurance business written by our life/health subsidiaries.
Results of our asset management business may also be affected by movements
in interest rates, since management fees are generally based on the value of
assets under management, which fluctuate with changes in the level of interest
rates.
In addition, our management of interest rate risks affects the results of
our banking operations. The composition of our banking assets and liabilities,
and any mismatches resulting from that composition, cause the net income of our
banking operations to vary with changes in interest rates. We are particularly
impacted by changes in interest rates as they relate to different maturities of
contracts and the different currencies in which we hold interest rate positions.
A mismatch with respect to maturity of interest-earning assets and
interest-bearing liabilities in any given period can have a material adverse
effect on the financial position or results of operations of our banking
business.
MARKET RISKS COULD IMPAIR THE VALUE OF OUR PORTFOLIO AND ADVERSELY IMPACT OUR
FINANCIAL POSITION AND RESULTS OF OPERATIONS.
We hold a significant equity portfolio, which represented approximately
16.4% of our Group's own investments at December 31, 2003. For additional
information on our equity investment, see "Information on the Company and
Operating and Financial Review and Prospects -- Asset Management
Operations -- Group's Own Investments -- Insurance Operations
Investments -- Equity Investments." Our equity investment portfolio includes, in
particular, large stakes in a number of major German companies, including
Munchener Ruckversicherungs-Gesellschaft Aktiengesellschaft in Munchen (or
Munich Re), and Eurohypo AG, as well as significant holdings in companies in
France and Italy and equity investments in companies in virtually all
8
major financial markets of the world. Fluctuations in equity markets affect the
market value and liquidity of these holdings.
We also have significant real estate holdings in our investment portfolio,
the value of which is likewise exposed to changes in real estate market prices
and volatility.
Most of our assets and liabilities are recorded at fair value, including
trading assets and liabilities, and securities available-for-sale. Changes in
the value of securities held for trading purposes are recorded through the
consolidated income statement. Changes in the market value of securities
available-for-sale are recorded directly in consolidated shareholders' equity.
Securities available-for-sale are reviewed regularly for impairment, with
writedowns to fair value charged to income if an other than temporary diminution
in value occurs. If a decline in the market value below the original cost of an
available-for-sale security is considered other-than-temporary, the decline in
value will be recorded in the consolidated income statement.
MARKET FACTORS, AS WELL AS A LACK OF IMPROVEMENT IN OUR OPERATING PERFORMANCE,
COULD ADVERSELY AFFECT GOODWILL, DEFERRED POLICY ACQUISITION COSTS AND DEFERRED
TAX ASSETS; OUR DEFERRED TAX ASSETS ARE ALSO POTENTIALLY IMPACTED BY CHANGES IN
TAX LEGISLATION.
Business and market conditions may impact the amount of goodwill we carry
in our consolidated accounts. As of December 31, 2003 we have recorded goodwill
in an aggregate amount of E12,370 million, of which E1,825 million relates to
our banking business, E6,229 million to our asset management business and E4,316
million relates to our insurance business.
Our banking operations, of which Dresdner Bank AG (or Dresdner Bank, and
together with its consolidated subsidiaries, the Dresdner Bank Group) represents
by far the most significant component, reported a net loss of E1,279 million for
the year ended December 31, 2003. See "Information on the Company and Operating
and Financial Review and Prospects -- Banking Operations -- Results of
Operations." Notwithstanding such loss, at December 31, 2003, we concluded that
an impairment and writedown of goodwill relating to Dresdner Bank was not
required for IFRS or U.S. GAAP purposes. If conditions in our banking operations
do not improve, an impairment test for the fiscal year 2004 could result in a
significant writedown of goodwill, adversely impacting our results of
operations. As the value of certain other parts of our businesses, including in
particular our asset management business, are also significantly impacted by
such factors as the state of financial markets and ongoing operating
performance, significant declines in financial markets or operating performance
could also result in impairment of other goodwill carried by us and result in
further significant writedowns, which could be material. Based on our annual
goodwill impairment test for 2003, we recorded an impairment charge of E224
million under IFRS relating to Allianz Life Insurance Company Ltd., Seoul. The
resulting impairment was derived from an evaluation of future cash flows from
the existing contract portfolio and new business and reflects the effects of
persistently low interest rates in the capital markets and the overall
unsatisfactory earnings performance of the subsidiary.
The assumptions we made with respect to recoverability of deferred policy
acquisition costs (or DAC), are also affected by such factors as operating
performance and market conditions. DAC is incurred in connection with the
production of new and renewal insurance business and is deferred and amortized
generally in proportion to profits or to premium income expected to be generated
over the life of the underlying policies, depending on the classification of the
product. If the assumptions on which expected profits are based prove to be
incorrect, it may be necessary to accelerate amortization of DAC, even to the
extent of writing down DAC through impairments, which could materially adversely
affect results of operations. In 2003 we recorded impairments of DAC in our
German property-casualty companies totaling E24 million.
As of December 31, 2003, we had a total of E14,364 million in deferred tax
assets and E13,509 million in deferred tax liabilities. The calculation of the
respective tax assets and liabilities is based on current tax laws and
accounting standards and depends on the performance of the Allianz Group as a
whole and certain business units in particular. At December 31, 2003, E5,753
million (2002: E4,910 million) of deferred tax assets depended on the ability to
use existing tax-loss carry forwards.
9
Changes in German or other tax legislation or regulations or an operating
performance below currently anticipated levels may lead to a significant
impairment of deferred tax assets, in which case we could be obligated to
writeoff certain tax assets. Tax assets may also need to be written down if
certain assumptions of profitability prove to be incorrect, as losses incurred
for longer than expected will make the usability of tax assets more unlikely.
Any such development may have a material adverse impact on our results of
operations.
ALLIANZ AG OPERATES BOTH AS A REINSURANCE COMPANY AND AS A HOLDING COMPANY FOR
THE ALLIANZ GROUP, AND IS EXPOSED TO VARIOUS LIQUIDITY RISKS.
Allianz AG acts as the principal reinsurer for the Allianz Group companies.
At the same time, Allianz AG is a holding company, conducting its insurance and
financial services operations through direct and indirect subsidiaries. In
addition to premiums from our reinsurance operations, the principal sources of
Allianz AG's funds are dividends received from subsidiaries, associated
companies and other equity investments as well as funds that we may raise from
time to time through the issuance of debt or equity securities or through bank
or other borrowings. Allianz AG's uses of funds include payment of interest on
our outstanding debt, obligations arising in our reinsurance business, which may
include large and unpredictable claims including catastrophe claims, as well as
the funding of potential capital requirements of our operating subsidiaries or
of acquisitions.
Allianz AG expects that premiums from its own reinsurance business,
together with dividends and other amounts received from subsidiaries, associated
companies and other investments, will continue to cover its operating expenses,
including interest payments on its outstanding debt, together with its
reinsurance and other obligations. As a holding company, Allianz AG can offer no
assurance, however, that funds available to it will continue to be sufficient to
meet its operating expenses, funding obligations and interest payments in the
future, and that it will not need to raise additional funds from time to time
through the issuance of debt or equity securities, through bank or other
borrowings or through dispositions of assets or other transactions, nor as to
the adequacy or timing of any such measures.
LOSS RESERVES FOR OUR PROPERTY-CASUALTY INSURANCE AND REINSURANCE POLICIES ARE
BASED ON ESTIMATES AS TO FUTURE CLAIMS LIABILITIES. ADVERSE DEVELOPMENTS
RELATING TO CLAIMS COULD LEAD TO FURTHER RESERVE ADDITIONS AND MATERIALLY
ADVERSELY IMPACT OUR RESULTS OF OPERATIONS.
In accordance with industry practice and accounting and regulatory
requirements, we establish reserves for loss and loss adjustment expenses
related to our property-casualty insurance and reinsurance businesses, including
property-casualty business in run-off. Reserves are based on estimates of future
payments that will be made in respect of claims, including expenses relating to
such claims. Such estimates are made both on a case-by-case basis, based on the
facts and circumstances available at the time the reserves are established, as
well as in respect of losses that have been incurred but not reported (or IBNR)
to the Allianz Group. These reserves represent the estimated ultimate cost
necessary to bring all pending reported and IBNR claims to final settlement.
Reserves, including IBNR reserves, are subject to change due to a number of
variables which affect the ultimate cost of claims, such as changes in the legal
environment, results of litigation, changes in medical costs, costs of repairs
and other factors such as inflation and exchange rates. Our earnings depend
significantly upon the extent to which our actual claims experience is
consistent with the assumptions we use in setting the prices for products and
establishing the liabilities for obligations for technical provisions and
claims. To the extent that our actual claims experience is less favorable than
the underlying assumptions used in establishing such liabilities, we may be
required to increase our reserves, which may materially adversely affect
earnings.
Established loss reserves estimates are periodically adjusted in the
ordinary course of settlement, using the most current information available to
management, and any adjustments resulting from changes in reserve estimates are
reflected in current results of operations. We also conduct reviews of various
lines of business to consider the adequacy of reserve levels. Based on current
information available to us and on the basis of our internal procedures, our
management considers that these reserves are adequate. However, because the
10
establishment of reserves for loss and loss adjustment expenses is an inherently
uncertain process, there can be no assurance that ultimate losses will not
materially exceed the established reserves for loss and loss adjustment expenses
and have a material adverse effect on our earnings. See "Information on the
Company and Operating and Financial Review and Prospects -- Property-Casualty
Insurance Reserves -- General."
Asbestos-related and Environmental Pollution Claims. In relation to
asbestos-related and environmental pollution, it has been necessary, and may
over time continue to be necessary, to revise estimated potential loss exposure
and, therefore, the related loss reserves. Changes in law, novel or changing
policy interpretations, evolving judicial theories as well as developments in
class action litigation add to the uncertainties inherent in claims of this
nature. As a result, we continue to monitor developments in asbestos-related and
environmental claims and may determine that further adjustments in the reserve
amounts are required in the future. In 2002, reserves were increased for
asbestos and environmental claims in the United States by E762 million following
external and internal actuarial reviews. In 2003 no revision of the loss
reserves related to asbestos and environmental claims was necessary. For further
information see "Information on the Company and Operating and Financial Review
and Prospects -- Property-Casualty Insurance Reserves -- Asbestos and
Environmental Reserves in the United States."
Run-off Insurance Businesses. We maintain loss reserves in our run-off
insurance businesses to cover our estimated ultimate liability for losses and
loss adjustment expenses for reported and unreported losses incurred as of the
end of each fiscal year. In 2002, we ceased underwriting certain lines of
business formerly pursued by Fireman's Fund Insurance Company (or Fireman's
Fund) in the United States, including the surety, national accounts, diversified
risk and medical malpractice lines of business. We believe that reserves
associated with lines in run-off are adequate. However, the costs and
liabilities associated with these divested and run-off businesses and other
contingent liabilities could cause us to take additional charges that could be
material to our results of operations.
ACTUARIAL EXPERIENCE AND OTHER FACTORS COULD DIFFER FROM THAT ASSUMED IN THE
CALCULATION OF LIFE/HEALTH ACTUARIAL RESERVES AND PENSION LIABILITIES.
The assumptions we make in assessing our life/health insurance reserves may
differ from what we experience in the future. We derive our life/health
insurance reserves using "best estimate" actuarial practices and assumptions.
These assumptions include the assessment of the long-term development of
interest rates, investment returns, the allocation of investments between
equity, fixed income and other categories, policyholder bonus rates (some of
which are guaranteed), mortality and morbidity rates, policyholder lapses and
future expense levels. We monitor our actual experience of these assumptions and
to the extent that we consider that this experience will continue in the longer
term we refine our long-term assumptions. Similarly, estimates of our own
pension obligations necessarily depend on assumptions concerning future
actuarial, demographic, macroeconomic and financial markets developments.
Changes in any such assumptions may lead to changes in the estimates of
life/health insurance reserves or pension obligations.
We have a substantial portfolio of contracts with guaranteed investment
returns, including endowment and annuity products for the German market as well
as certain guaranteed contracts in other markets. The amounts payable by us at
maturity of an endowment policy in Germany and in certain other markets include
a "guaranteed benefit," an amount that, in practice, is equal to a legally
mandated maximum rate of return on actuarial reserves. See "Information on the
Company and Operating and Financial Review and Prospects -- Regulation and
Supervision -- Insurance -- Germany -- Life Insurance." If interest rates should
remain at current historically low levels, we could be required to provide
additional funds to our life/health subsidiaries to support their obligations in
respect of products with higher guaranteed returns, or increase reserves in
respect of such products, which could in turn have a material adverse effect on
our results of operations.
In the United States, we have a substantial portfolio of contracts with
guaranteed investment returns indexed to equity markets. We enter into hedging
arrangements in order to meet the expected returns of the contracts. There can
be no assurance that the hedging arrangements will satisfy the returns
guaranteed to policyholders.
11
OUR FINANCIAL RESULTS MAY BE MATERIALLY ADVERSELY AFFECTED BY THE OCCURRENCE OF
CATASTROPHES.
Portions of our property-casualty insurance may cover losses from
unpredictable events such as hurricanes, windstorms, hailstorms, earthquakes,
fires, industrial explosions, freezes, riots, floods and other man-made or
natural disasters, including acts of terrorism. The incidence and severity of
these catastrophes in any given period are inherently unpredictable.
Although we monitor our overall exposure to catastrophes and other
unpredictable events in each geographic region, each of our subsidiaries
independently determines its own underwriting limits related to insurance
coverage for losses from catastrophic events. We generally seek to reduce our
exposure to these events through the purchase of reinsurance, selective
underwriting practices and by monitoring risk accumulation. However, such
efforts to reduce exposure may not be successful and claims relating to
catastrophes may result in unusually high levels of losses and could have a
material adverse effect on our financial position or results of operations.
During 2002 and 2001 we incurred significant catastrophe losses, in particular
net claims costs of approximately E1.5 billion relating to the terrorist attack
of September 11, 2001. We also suffered losses from severe flooding in Germany
and Central and Eastern Europe, which adversely affected our results by E710
million in 2002. If catastrophes affecting properties insured by us continue to
occur with such frequency or with greater frequency or severity than has
historically been the case, related claims could have a material adverse effect
on our consolidated financial position, results of operations and cash flows. In
2003, we did not experience losses from catastrophe events at the levels seen in
2002 or 2001.
WE HAVE SIGNIFICANT COUNTERPARTY RISK EXPOSURE.
We are subject to a variety of counterparty risks, including:
General Credit Risks. Third parties that owe us money, securities or other
assets may not pay or perform under their obligations. These parties include the
issuers whose securities we hold, borrowers under loans made, customers, trading
counterparties, counterparties under swaps, credit default and other derivative
contracts, clearing agents, exchanges, clearing houses and other financial
intermediaries. These parties may default on their obligations to us due to
bankruptcy, lack of liquidity, downturns in the economy or real estate values,
operational failure or other reasons.
Changes in trends and the investment climate in financial markets may
result in an increase in investment impairments on our investment assets due to
defaults and credit downgrades, and a further downturn in the economy generally
could result in increased impairments. In addition, we are subject to geographic
and industry concentrations with respect to our credit exposures, and as a
result developments in particular geographic regions or industries may adversely
impact us. In particular, we have extended significant credit to financial
institutions in Germany, and as a result any systemic risk materializing in the
German financial industry could have a material adverse effect on our results of
operations.
Reinsurers. We transfer our exposure to certain risks in our
property-casualty and life insurance business to others through reinsurance
arrangements. Under these arrangements, other insurers assume a portion of our
losses and expenses associated with reported and unreported losses in exchange
for a portion of policy premiums. The availability, amount and cost of
reinsurance depend on general market conditions and may vary significantly. Any
decrease in the amount of our reinsurance will increase our risk of loss. When
we obtain reinsurance, we are still liable for those transferred risks if the
reinsurer cannot meet its obligations. Therefore, the inability of our
reinsurers to meet their financial obligations could materially affect our
results of operations. Although we conduct periodic reviews of the financial
statements and reputations of our reinsurers, the reinsurers may become
financially unsound by the time they are called upon to pay amounts due, which
may not occur for many years. For a discussion of our external reinsurance
relationships, see "Information on the Company and Operating and Financial
Review and Prospects -- Property-Casualty Operations By Geographic
Region -- Germany -- Allianz AG."
12
DEVELOPMENTS AT DRESDNER BANK, INCLUDING THE DEVELOPMENT OF OPERATING
PERFORMANCE, LOAN LOSS LEVELS OR WRITEDOWNS AND IMPAIRMENTS, COULD ADVERSELY
AFFECT OUR RESULTS AND MAY RESULT IN CAPITAL REQUIREMENTS THAT COULD CONSTRAIN
OUR OPERATIONS.
In July 2001, we acquired Dresdner Bank. Our banking operations, of which
Dresdner Bank is the most significant component, suffered significant net losses
in 2002 and 2003. If improvements seen in the bank's operating performance do
not continue and stabilize, our results would continue to be adversely affected.
The future success of our banking business depends in large part on our ability
to restore the profitability of Dresdner Bank. In the event that management is
unable to successfully complete the implementation of the restructuring and
cost-cutting measures announced and started to date, our financial performance
and results of operations may be materially adversely affected.
Dresdner Bank may need to make additional loan loss provisions or recognize
further credit losses as a result of continuing weak economic conditions,
declines in collateral value, inability to enforce security interests in
collateral, an increase in corporate or personal bankruptcies, in particular in
Germany, further deterioration of the financial position of borrowers or changes
in reserve and risk management requirements.
Dresdner Bank has established the Institutional Recovery Unit (IRU) as a
new division that started its activities in January 2003. The IRU's task is to
develop individual solutions for loan exposures and restructuring cases. The
goal is to reduce risk capital requirements over the coming years by sale of
credit or portfolio, reduction of credit limits, work-out of loans,
restructuring of operative units, including possible sales of business
activities and modern capital market instruments. Difficulties or delays in
achieving their goal could lead to higher capital requirements for the Group.
The result of operations could be adversely affected by any need for further
reserving for potential loan losses arising in the process of selling or
restructuring loans.
Capital ratios for Dresdner Bank at December 31, 2003 were 6.6% (2002:
6.0%) in the case of consolidated Tier 1 capital and 13.4% (2002: 10.6%) in the
case of consolidated total capital under the risk adjusted capital guidelines
(or Basle Accord) promulgated by the Basle Committee on Banking Supervision
(BIS-rules). There can be no assurance that Dresdner Bank will be able to
maintain its capital ratios at the above mentioned levels. Failure to do so
could require us to restrict our banking operations, or further support our
banking operations through injection of additional capital. Further, the
BIS-rules, which have an important impact on the capital adequacy guidelines of
the German Federal Financial Supervisory Authority (the Bundesanstalt fur
Finanzdienstleistungsaufsicht, or BaFin), are being revised and implementation
is planned for 2006. At this time, we are unable to predict how the revised
guidelines will affect our requirements for capital and the impact of these
revisions on our banking or other operations. See "Information on the Company
and the Operating and Financial Review and Prospects -- Regulation and
Supervision -- Banking, Asset Management and Investment Services
Germany -- Capital Adequacy Requirements" for a discussion of the capital
adequacy guidelines applicable to our banking operations.
MANY OF OUR BUSINESSES ARE DEPENDENT ON THE FINANCIAL STRENGTH AND CREDIT
RATINGS ASSIGNED TO US AND OUR BUSINESSES BY VARIOUS RATING AGENCIES. THEREFORE,
A DOWNGRADE IN OUR RATINGS MAY MATERIALLY ADVERSELY AFFECT RELATIONSHIPS WITH
CUSTOMERS AND INTERMEDIARIES, NEGATIVELY IMPACT SALES OF OUR PRODUCTS AND
INCREASE OUR COST OF BORROWING.
Standard & Poor's Ratings Services (or Standard & Poor's), Moody's Investor
Services (or Moody's) and A.M. Best assign ratings to various obligations of
certain Allianz Group companies. On March 20, 2003, Standard & Poor's cut the
Allianz Group's financial strength ratings from AA to AA-, citing the Allianz
Group's negative performance and reduced capital base resulting from significant
writedowns and losses in the period to December 31, 2002, and noted that Allianz
AG continued to be on "negative outlook." Likewise, on July 25, 2003, Moody's
lowered its rating for the senior unsecured debt securities issued by Allianz
Group's finance subsidiaries from Aa2 to Aa3. This downgrade came after the
rating had been placed "under review" on May 22, 2003. The outlook on the Aa3
rating is now "stable." On March 21, 2003 A.M. Best also cut the Allianz Group's
financial strength rating from A++ to A+, and noted that Allianz AG continued to
be on "negative outlook." Rating agencies can be expected to continue to monitor
our financial
13
strength, and no assurances can be given that further ratings downgrades will
not occur, whether due to changes in our performance, changes in rating
agencies' industry views or ratings methodologies, or a combination of such
factors.
Claims paying ability and financial strength ratings are a factor in
establishing the competitive position of insurers. Our financial strength rating
has a significant impact on the individual ratings of key subsidiaries. If a
rating of certain subsidiaries falls below a certain threshold, the respective
operating business may be significantly impacted. A ratings downgrade, or the
potential for such a downgrade, of the Allianz Group or any of its insurance
subsidiaries could, among other things, adversely affect relationships with
agents, brokers and other distributors of our products and services, thereby
negatively impacting new sales, adversely affect our ability to compete in our
markets and increase our cost of borrowing. In particular, in those countries
where primary distribution of our products is done through independent agents,
such as the United States, further ratings downgrades could adversely impact
sales of our life insurance products. Any further ratings downgrades will also
materially adversely affect our cost of raising capital, and could, in addition,
give rise to additional financial obligations or accelerate existing financial
obligations which are dependent on maintaining specified rating levels.
IF OUR ASSET MANAGEMENT BUSINESS UNDERPERFORMS, IT MAY EXPERIENCE A DECLINE IN
ASSETS UNDER MANAGEMENT AND RELATED FEE INCOME.
While the assets under management in our asset management segment include a
significant amount of funds related to affiliated Allianz Group insurance
operations, a growing portion of our assets under management, particularly
following the acquisitions of PIMCO in May 2000, Nicholas-Applegate in January
2001 and Dresdner Bank in July 2001, represents third-party funds. Results of
our asset management activities are affected by share prices, share valuation,
interest rates and market volatility. In addition, third-party funds are subject
to withdrawal in the event our investment performance is not competitive with
other asset management firms. Accordingly, fee income from the asset management
business might decline if the level of our third-party assets under management
were to decline due to investment performance or otherwise.
INCREASED GEOPOLITICAL RISKS FOLLOWING THE TERRORIST ATTACK OF SEPTEMBER 11,
2001, AND ANY FUTURE TERRORIST ATTACKS, COULD HAVE A CONTINUING NEGATIVE IMPACT
ON OUR BUSINESSES.
After September 11, 2001, reinsurers generally either put terrorism
exclusions into their policies or drastically increased the price for such
coverage. Although we have attempted to exclude terrorist coverage from policies
we write, this has not been possible in all cases, including as a result of
legislative developments such as the Terrorism Risk Insurance Act (or TRIA) in
the U.S. Furthermore, even if terrorism exclusions are permitted in our primary
insurance policies, we may still have liability for fires and other
consequential damage claims that follow an act of terrorism itself. As a result
we may have liability under primary insurance policies for acts of terrorism and
may not be able to recover a portion or any from our reinsurers.
At this time, we cannot assess the future effects of terrorist attacks,
potential ensuing military and other responsive actions, and the possibility of
further terrorist attacks, on our businesses. Such matters have significantly
adversely affected general economic, market and political conditions, increasing
many of the risks in our businesses noted in the previous risk factors. This may
have a material negative effect on our businesses and results of operations over
time.
CHANGES IN EXISTING, OR NEW, GOVERNMENT REGULATIONS IN THE COUNTRIES IN WHICH WE
OPERATE MAY MATERIALLY IMPACT US.
Our insurance, banking and asset management businesses are subject to
detailed, comprehensive regulation and supervision in all the countries in which
we do business. Changes in existing laws and regulations may affect the way in
which we conduct our business and the products we may offer. Changes in
regulations relating to pensions and employment, social security, financial
services including reinsurance
14
business, taxation, securities products and transactions may materially
adversely affect our insurance, banking and asset management businesses by
restructuring our activities, imposing increased costs or otherwise.
In December 2002, the European Union (EU) adopted a directive that provides
for assessment of the capital requirements of a financial conglomerate on the
group level, supervision of risk concentration and intra-group transactions and
prevention of double-leveraging of the capital of the holding or parent company,
i.e., once in the holding or parent company and a second time in the subsidiary
("double-gearing"). We are a financial conglomerate within the scope of this
directive. The directive will only be adopted as part of German law in October
2004. The first evidence of compliance with the new rules is due as of year-end
2005. It is as yet unclear how the directive will be implemented in Germany in
detail. Therefore, it is still impossible to perform the necessary calculations
to determine what future impact these requirements will have on our capital
requirements, but there can be no assurance that the current and future level of
capital will be sufficient to meet such requirements. For more information, see
"Information on the Company and Operating and Financial Review and
Prospects -- Regulation and Supervision."
CHANGES IN TAX LEGISLATION COULD ADVERSELY AFFECT OUR BUSINESS.
Changes to tax laws may affect the attractiveness of certain of our
products that currently receive favorable tax treatment. Under current German
tax regulations, payments received at the maturity of a life insurance policy
with a term of at least 12 years and on which premiums have been paid for at
least five years are not taxable, and the life insurance premiums are deductible
from the insured's income in the year paid, subject to certain limitations.
In June 2004, the Law on Taxation of Pensions and Annuities
(Alterseinkunftegesetz) was adopted in Germany. Under the new law, taking effect
as from 2005, the tax exemption for payments under life insurance has been
abolished for new policies written. Instead, half of the interest income from
life insurance will be taxed as of 2005, provided the insurance runs for at
least 12 years and does not mature before age 60.
On the other hand, the new law provides for the introduction of a so called
"basic provision scheme" which will benefit from favorable tax rules. From 2005
onwards, private pensions will be taxed at a lower tax rate than today. Based on
the new "basic provision scheme" and on further improvements relating to private
pensions which are additionally provided by the new law, new life insurance and
pension products are being developed. However, it is too early yet to reliably
assess the impact on new business.
From time to time, governments in other jurisdictions in which we do
business have also considered changes to tax laws which could adversely affect
the tax advantages of certain of our products, and if enacted, could result in a
significant reduction in the sale of such products.
CHANGES IN VALUE RELATIVE TO THE EURO OF NON-EURO ZONE CURRENCIES IN WHICH WE
GENERATE REVENUES AND INCUR EXPENSES COULD ADVERSELY AFFECT OUR REPORTED
EARNINGS AND CASH FLOW.
We prepare our consolidated financial statements in Euro. However, a
significant portion of the revenues and expenses from our subsidiaries outside
the Euro zone, including in the United States, Switzerland and the United
Kingdom, originates in currencies other than the Euro. We expect this trend to
continue as we expand our business into growing non-Euro zone markets. For the
year ended December 31, 2003, approximately 28.4% of our gross premiums written
originated in currencies other than the Euro.
As a result, although our non-Euro zone subsidiaries generally record their
revenues and expenses in the same currency, changes in the exchange rates used
to translate foreign currencies into Euro may adversely affect our reported
results.
While our non-Euro assets and liabilities, and revenues and related
expenses, are generally denominated in the same currencies, we do not generally
engage in hedging transactions with respect to dividends or cash flows in
respect of our non-Euro subsidiaries.
15
THE SHARE PRICE OF ALLIANZ AG HAS BEEN AND MAY CONTINUE TO BE VOLATILE.
The share price of Allianz AG has been volatile in the past due in part to
the high volatility in the securities markets generally, and in financial
institutions' shares in particular, as well as developments which impact its
financial results. Factors other than our financial results that may affect our
share price include but are not limited to: market expectations of the
performance and capital adequacy of financial institutions generally; investor
perception of, as well as the actual performance of, other financial
institutions; investor perception of the success and impact of the strategy,
described in this annual report; a downgrade or rumored downgrade of our credit
ratings; potential litigation or regulatory action involving the Allianz Group
or any of the industries we have exposure to through our insurance and banking
activities; announcements concerning the bankruptcy or other similar
reorganization proceedings involving, or any investigations into the accounting
practices of, other insurance or reinsurance companies or banks; and general
market volatility.
ITEM 4 - 5. INFORMATION ON THE COMPANY AND OPERATING AND FINANCIAL REVIEW AND
PROSPECTS
You should read the following discussion in conjunction with our
consolidated financial statements including the notes thereto. We prepare our
consolidated financial statements in accordance with IFRS, which differ in
certain significant respects from U.S. GAAP. For a description of the
significant differences between IFRS and U.S. GAAP and a reconciliation of net
income and shareholders' equity under IFRS to U.S. GAAP, you should read Note 47
to the consolidated financial statements. Unless otherwise indicated, the
financial information we have included in this annual report is presented on a
consolidated basis under IFRS. Unless otherwise indicated, we have obtained data
regarding the relative size of various national insurance markets from annual
reports prepared by SIGMA, an independent organization which publishes market
research data on the insurance industry. In addition, unless otherwise
indicated, insurance market share data are based on gross premiums written. Data
on market share within particular countries are based on our own internal
estimates.
INTRODUCTION
Allianz AG is a stock corporation organized in the Federal Republic of
Germany under the German Stock Corporation Act. It was incorporated as Allianz
Versicherungs-Aktiengesellschaft in Berlin, Germany on February 5, 1890. It is
registered in the Commercial Register in Munich, Germany under the entry number
HR B 7158. Our registered office is located at Koniginstrasse 28, 80802 Munich,
Germany, telephone (49)(89) 3800-0. Allianz AG is the ultimate parent company of
the Allianz Group.
The Allianz Group is among the world's largest financial services
providers, offering insurance, banking and asset management products and
services through property-casualty, life/health, banking and asset management
business segments. We are one of the largest insurance groups in the world based
on gross premiums written in 2003. We are the largest German property-casualty
and life/health insurance company based on gross premiums written in 2003. We
are also among the largest insurance companies in other countries, including
France, Italy, the United Kingdom, Switzerland and Spain. We are the
second-largest German financial institution, based on market capitalization at
March 31, 2004. We believe that we are well capitalized relative to our
competitors. As of June 18, 2004, we had financial strength ratings of A+ from
A.M. Best an AA- from Standard & Poor's, both with a negative outlook and an Aa3
senior unsecured debt rating with a stable outlook from Moody's. Our investment
portfolio includes a number of significant equity participations, primarily in
major German companies, including both financial institutions and industrial
enterprises.
We were founded in 1890 in Berlin, Germany, and since that time we have
become the largest German insurer. Through our international expansion strategy,
we have sought to bring into the Allianz Group companies that are
well-positioned in their domestic markets and that have leading positions in
particular business lines and attractive earnings prospects. In the last several
years, our non-German insurance business has grown substantially in importance.
Gross premiums written by our non-German business represented approximately
62.5% of our total gross premiums written in 2003. We now operate in more than
70 countries worldwide and have leading market positions in many of them.
16
In 1998, building on over a century's experience in managing our extensive
insurance investment portfolio, we established financial services as our third
core business segment, in addition to our property-casualty and life/health
insurance businesses. In 2001, following our acquisition of Dresdner Bank, we
reorganized our financial services segment into separate asset management and
banking segments. Based on total assets under management as of December 31,
2003, we were one of the five largest asset managers in the world. In our
banking segment, which is now our fourth core business segment, our acquisition
of Dresdner Bank made us one of the major banks in Germany and provided us with
significantly expanded bank distribution channels for our property-casualty,
life/health and asset management products and services.
Our German property-casualty and life/health insurance businesses are
managed by subsidiaries located primarily in Munich and Stuttgart. Our
non-German insurance businesses are locally managed. Among our largest
non-German markets are France, Italy, the United Kingdom, Switzerland, Spain and
the United States. In contrast, each of our specialty lines of credit insurance,
marine and aviation insurance, international industrial reinsurance through
Allianz Global Risks Ruckversicherungs -- AG (or Allianz Global Risks Re) and
travel insurance and assistance services is managed and operates on a global
basis. Our asset management segment also operates on a worldwide basis, with key
management centers in Munich, Hong Kong, Paris, Milan, Westport, Connecticut,
and San Diego and Newport Beach, California. Our banking segment operates
through the approximately 950 German and non-German branch offices of Dresdner
Bank and various subsidiaries, with significant operations in Germany, the
United Kingdom, other European countries and the United States.
At December 31, 2003, we employed more than 173,000 persons in our
insurance, banking and asset management businesses worldwide, of whom more than
91,000 were based outside Germany. Through interdisciplinary and
multi-jurisdictional training and advancement programs, we seek to develop and
promote a corporate culture that emphasizes technical expertise, dedication to
client service and an international outlook.
Our headquarters are located in Munich, Germany. In addition, we have
subsidiary, branch, representative and similar offices worldwide. We own
substantially all of the land and buildings that are used in the normal course
of our business in Europe and lease office space in various locations throughout
the world. We also have part of our investment portfolio invested in land and
buildings. We believe that our facilities are adequate for our present needs in
all material respects.
SUMMARY FINANCIAL INFORMATION
The following table shows the relative contributions of our
property-casualty, life/health, banking and asset management segments and
related geographic and other subsegments to our gross premiums written, total
income and earnings after taxes before goodwill amortization in 2003, 2002 and
2001. The table also shows the impact of consolidation adjustments, amortization
of goodwill and minority interests. Consistent with our general practice, gross
premiums written, total income and earnings after taxes before goodwill
17
amortization by geographic region are presented before consolidation adjustments
representing the elimination of transactions between Allianz Group companies in
different geographic regions and different segments.
YEAR ENDED DECEMBER 31,
-------------------------------------------------------------------------
2003 2002
----------------------------------- -----------------------------------
EARNINGS EARNINGS
AFTER TAXES AFTER TAXES
GROSS BEFORE GROSS BEFORE
PREMIUMS TOTAL GOODWILL PREMIUMS TOTAL GOODWILL
WRITTEN(1) INCOME AMORTIZATION WRITTEN(1) INCOME AMORTIZATION
---------- ------- ------------ ---------- ------- ------------
(E IN MILLIONS)
Property-Casualty
Germany............... 12,646 18,645 4,239 12,314 24,019 9,068(2)
Rest of Europe........ 21,496 23,191 1,536 20,494 22,653 1,889
NAFTA................. 5,344 4,892 (95) 5,992 5,819 (944)
Rest of World......... 2,329 1,969 114 2,428 2,118 38
Specialty Lines....... 4,801 4,185 278 4,948 3,712 (200)
Consolidation
adjustments(3)........ (3,196) (2,110) (601) (2,882) (2,765) (1,680)
------ ------- ------ ------ ------- ------
Subtotal............ 43,420 50,772 5,471 43,294 55,556 8,171
Amortization of
goodwill.............. -- -- (383) -- -- (370)
Minority interests.... -- -- (407) -- -- (806)
------ ------- ------ ------ ------- ------
43,420 50,772 4,681 43,294 55,556 6,995
Life/Health
Germany............... 12,884 20,686 (4) 12,234 21,247 119
Rest of Europe........ 5,242 12,285 494 5,181 10,903 (110)
Rest of World......... 2,564 3,725 185 3,251 4,388 (40)
Consolidation
adjustments(3)........ (1) (4) (4) (3) (2) (2)
------ ------- ------ ------ ------- ------
Subtotal............ 20,689 36,692 671 20,663 36,536 (33)
Amortization of
goodwill.............. -- -- (398) -- -- (174)
Minority interests.... -- -- (235) -- -- 184
------ ------- ------ ------ ------- ------
Total Life/Health... 20,689 36,692 38 20,663 36,536 (23)
Banking(4)
Operations............ -- 13,830 (912) -- 21,275 (1,142)
Amortization of
goodwill.............. -- -- (263) -- -- (241)
Minority interests.... -- -- (104) -- -- 25
------ ------- ------ ------ ------- ------
Total Banking....... -- 13,830 (1,279) -- 21,275 (1,358)(5)
Asset Management
Operations............ -- 3,059 282 -- 3,185 140
Amortization of
goodwill.............. -- -- (369) -- -- (377)
Minority interests.... -- -- (183) -- -- (230)
------ ------- ------ ------ ------- ------
Total Asset
Management.......... -- 3,059 (270) -- 3,185 (467)
------ ------- ------ ------ ------- ------
Subtotal................ 64,109 104,535 3,170 63,957 116,552 5,147
Consolidation
adjustments(6).......... (722) (2,698) (1,280) (804) (8,876) (6,643)
------ ------- ------ ------ ------- ------
Total................... 63,387 101,655 1,890 63,153 107,676 (1,496)
====== ======= ====== ====== ======= ======
YEAR ENDED DECEMBER 31,
----------------------------------
2001
----------------------------------
EARNINGS
AFTER TAXES
GROSS BEFORE
PREMIUMS TOTAL GOODWILL
WRITTEN(1) INCOME AMORTIZATION
---------- ------ ------------
(E IN MILLIONS)
Property-Casualty
Germany............... 12,644 18,382 3,773
Rest of Europe........ 19,606 20,553 848
NAFTA................. 6,822 6,837 (1,030)
Rest of World......... 2,401 1,787 39
Specialty Lines....... 2,321 2,303 94
Consolidation
adjustments(3)........ (1,657) (1,092) (265)
------ ------ ------
Subtotal............ 42,137 48,770 3,459
Amortization of
goodwill.............. -- -- (349)
Minority interests.... -- -- (746)
------ ------ ------
42,137 48,770 2,364
Life/Health
Germany............... 11,660 19,809 127
Rest of Europe........ 5,486 10,430 381
Rest of World......... 3,010 3,856 (49)
Consolidation
adjustments(3)........ (11) (3) --
------ ------ ------
Subtotal............ 20,145 34,092 459
Amortization of
goodwill.............. -- -- (146)
Minority interests.... -- -- (84)
------ ------ ------
Total Life/Health... 20,145 34,092 229
Banking(4)
Operations............ -- 12,755 303
Amortization of
goodwill.............. -- -- (70)
Minority interests.... -- -- (453)
------ ------ ------
Total Banking....... -- 12,755 (220)
Asset Management
Operations............ -- 2,738 39
Amortization of
goodwill.............. -- -- (243)
Minority interests.... -- -- (182)
------ ------ ------
Total Asset
Management.......... -- 2,738 (386)
------ ------ ------
Subtotal................ 62,282 98,355 1,987
Consolidation
adjustments(6).......... (694) (2,705) (402)
------ ------ ------
Total................... 61,588 95,650 1,585
====== ====== ======
---------------
(1) Represents gross premiums written for both direct business and reinsurance
assumed between Allianz Group companies in different countries and segments,
as well as from third parties. Our gross premiums written in respect of
reinsurance assumed from Allianz Group companies are eliminated in
consolidation.
18
(2) Includes significant investment related results. See "-- Property-Casualty
Insurance Operations -- Year Ended December 31, 2002 Compared to Year Ended
December 31, 2001 -- Net Income"
(3) Represents elimination of intercompany transactions between Allianz Group
companies in different geographic regions.
(4) Reflects the inclusion of Dresdner Bank in our consolidated financial
statements for the full twelve months of 2002, compared to 2001, where
Dresdner Bank was consolidated only from July 23, 2001, the date of
acquisition.
(5) Includes a realized gain of E1,912 million resulting from the transfer in
August 2002 of substantially all of German asset management subsidiaries of
Dresdner Bank to Allianz Dresdner Asset Management (or ADAM). See
"-- Banking Operations." The gain on this transfer was eliminated at the
group level. In addition, this item includes a realized gain of E224 million
resulting from the merger of Deutsche Hyp into Eurohypo AG (or Eurohypo) in
August 2002. See "-- Banking Operations -- Banking Operations By
Division -- Other -- Description of Business."
(6) Represents elimination of intercompany transactions between Allianz Group
companies in different segments.
RECENT DEVELOPMENTS
In December 2003, the minority shareholders of PIMCO exercised their option
of offering for sale a further tranche with a volume of U.S.$250 million. The
settlement of this transaction in January 2004 has further increased the Allianz
Group's interest in PIMCO. On March 31, 2004, Allianz exercised its right to
call U.S.$250 million of the remaining ownership interest that is held by the
former parent company of PIMCO, with payment therefor made in April 2004.
On January 29, 2004, the full Management Board of Dresdner Bank AG decided
on a reorientation of the open-ended real estate fund GRUNDWERT-FONDS managed by
DEGI GmbH (of which Dresdner Bank AG holds 94% of the nominal capital). In the
course of this reorientation, Dresdner Bank AG and its subsidiaries will acquire
a real estate portfolio from the fund with a total volume of E1.8 billion.
In a contract signed October 21, 2003, the AGF Group sold its 72.15%
interest in the bank Entenial to Credit Foncier for E418 million, with a
resulting loss of E55 million, before tax and minority interest. The required
authorization by the French supervisory authority was granted on February 4,
2004. As of this date, which was also the legal closing date, the Allianz Group
deconsolidated Entenial.
In February 2004, Allianz AG placed a subordinated bond with a total volume
of E1.5 billion. The bond has an unlimited maturity and will pay a fixed coupon
of 5.5% for the first ten years. Allianz AG has the right to redeem the bond
after ten years. If Allianz AG does not exercise this right, the interest rate
will convert to a floating rate with a step-up of 100 basis points over the
initial credit spread. The issue was announced within the context of the Allianz
Group's 2003 capital increase and was part of a long-term plan for strengthening
the capital base of Allianz AG. Standard & Poor's has assigned the bond issue a
rating of "A-" and Moody's of "A2."
During February and March 2004, the Allianz Group further reduced its
shareholdings in Beiersdorf AG resulting in consideration received of E994
million.
On March 2, 2004, a further reduction of ownership interest in Munich Re
occurred as a result of the final amortization of the MILES-bond via Munich Re
shares so that Allianz Group's ownership interest in Munich Re's share capital
was reduced to 9.4 %.
At the Annual General Meeting on May 5, 2004, shareholders approved a new
structure of authorized (authorized capital 2004/1 and 2004/2) and conditional
capital (conditional capital 2004). Details can be found in the Articles of
Association of the Allianz Aktiengesellschaft dated June 18, 2004 under Article
2. The Articles of Association are filed as exhibit 1.1 to this annual report.
On May 6, 2004, the Allianz Group sold its participation in Messer
Griesheim Group for E623 million.
19
In June 14, 2004, Dresdner Bank Group's Institutional Restructuring Unit
(IRU) sold a E142 million loan portfolio consisting of non-strategic loans to
various sectors in continental Europe.
At the end of June 2004, IRU sold its entire 25% shareholding in Spanish
broadcasting company Telecinco. The shares were placed within Telecinco's
initial public offering. The offer price valued the shareholding at E625
million.
On July 5, 2004, Allianz Capital Partners GmbH, the private-equity arm of
Allianz Group, purchased nursing-home operator Four Seasons Group for GBP 775
million.
FACTORS AFFECTING RESULTS OF OPERATIONS
Our results of operations are affected by demographics (particularly with
respect to life insurance) and by a variety of market conditions, including
economic cycles, insurance industry cycles (particularly with respect to
property-casualty insurance) and fluctuations in interest rates. We believe that
the impact of these factors will continue to affect our results of operations.
For the year ended December 31, 2003, approximately 37.5% of our gross premiums
were derived from our German operations. As a result, economic, demographic and
market developments in Germany have materially impacted and can be expected to
continue to materially impact our results. In addition, fluctuations in exchange
rates in non-euro zone countries in which we do business affect our
euro-denominated reported results. See "-- Exchange Rates." Our German net
income includes investment income and realized capital gains on the substantial
equity portfolio held at Allianz AG, which is part of our German
property-casualty segment.
Global economic expectations were not met in 2003. Germany experienced
stagnation for the third consecutive year, and economic growth in the European
Union only amounted to 0.7%. We believe that the main reason for this slowdown
lies in the Iraq conflict which prevented a quick economic recovery. Employment
markets in industrialized countries also remained slow and only improved in the
second half of 2003.
However, we believe that global markets show some signs of impending
recovery. At 2.2%, economic growth in Japan exceeded that of Europe (0.7%) for
the first time in several years. With the economy expanding by 3.1% in the
U.S.A., 2.7% in Australia and 1.7% in Canada, the industrial nations reached an
average expansion rate of 2.0% which is above expectations. Positive impulses
further came from the economies of Asia, which are rapidly catching up. Above
all, robust growth in China (8.8%) positively influenced the entire region,
increasing local performance by an average of 5.8%. With a solid 5% growth, the
Eastern European economy also made remarkable progress. Accelerated growth in
Russia (6.4%) due to higher oil prices was another major factor. Several Eastern
European economies, however, were negatively affected by the stagnation in the
European Union and registered only moderate growth. Latin America, suffered from
the political crisis in Venezuela but expanded by a modest 1.5%.
GENERAL MARKET CONDITIONS
Property-Casualty. This business segment was able to carry over its
positive outlook from the previous year into 2003. It is favored by risk
aversion on the part of customers and their readiness to sign up for insurance
protection. Under these circumstances, property-casualty insurers in most
business lines were able to impose rate adjustments corresponding to the actual
risk. Higher premium income and only moderate increase of the claims ratio
improved earnings for us and our competitors. During 2003 it emerged, however,
that property-casualty insurance continues to be an area of highly intensive
competition, which in some cases made it impossible to enforce the necessary
rate increases. Nonetheless, most insurers were able to improve their combined
ratio. Disciplined cost management, risk-adequate pricing and, to some extent,
more restrictive contractual conditions with clear coverage limits instead of
unlimited risk transfers all contributed to lower the combined ratio. Higher
underwriting capacities on the part of reinsurers allowed primary insurers to
spread their risks over a broader base. The most important property and casualty
line, automobile insurance, developed quite differently in various markets: in
Germany, it grew by about 2% after close to 3% in the
20
previous year, mainly due to the lower number of new car registrations.
Simultaneously, Spanish automobile insurers enjoyed an extraordinarily increase
of over 6%.
Life/Health. In most industrialized countries, citizens are becoming
increasingly aware of changing demographics and the resulting problems for
retirement and other social benefits previously provided by government.
Additional private and corporate retirement insurance has become a widely
acknowledged topic, and frequently, life insurance plays a predominant role in
this discussion. Consequently this business segment continues to attract strong
demand, for example in Germany. This demand is concentrated on the major,
financially strong providers; a reaction to unstable capital markets making it
very difficult for a number of smaller insurers to generate expected returns on
investment. A drop in performance at the beginning of 2003 and persistently low
interest rates put noticeable pressure on the investment income of many life
insurers. While interest rates slightly increased in the second half of 2003,
they remain at a low level, a challenge for the financial management of life
insurers.
Several positive developments were provided by changes in legislation in
Germany, including the retirement system reform and the concomitant reevaluation
of company retirement provision schemes. However, the 2003 sale of private
provision instruments, such as the state sponsored "Riester" pension plans, did
not meet our expectations. Overall, industry-wide premium income increased 3%.
The development in other markets such as Italy and France, however, was
positive. Generally, life insurance industry still feels the reluctance of
customers with respect to unit-linked life insurance, which is a natural
reaction to developments in the financial markets.
Mandatory health insurance is also undergoing a financial crisis, at least
in Germany. The resulting discussion about future financing concepts and the
curtailed scope of benefits, which ultimately brought about a change of law, has
proved a driving factor for the entire insurance industry. Driven by rate
adjustments and rising health care costs, they outpaced the already good growth
of the prior year by a solid 6%. The introduction of a higher income limit for
mandatory health insurance, which reduced the number of voluntarily insured
policyholders likely to opt for private insurance, however, affected our results
negatively.
Asset Management. The fund management industry was severely impacted by
the uncertainty in capital markets. Investor confidence only returned in the
second half of 2003. Unsteady price development in the stock and fixed-interest
markets made money market funds as popular and successful as in 2002. Total fund
assets increased after having suffered a decline in each of the two previous
years. That rekindled the hope of a return to the growth rates of the past.
In nearly all industrialized nations, citizens have to make private
retirement insurance arrangements to compensate for the cut in benefits provided
by state pension systems. In a number of countries such as Sweden and nearly all
new members of the European Union, workers are required by law to make
retirement provisions by paying into pension funds. A part of these
contributions is directly invested in pension funds that are managed by
institutional asset managers and not by the state. The funds industry also
benefits from the fact that the baby boomer generation is now growing into a
phase of life where retirement planning is receiving increasing attention. This
effect was observed in nearly all major markets, although there are some
significant time lags. Overall, providing for the baby boomers' retirement needs
is a particularly strong growth engine for asset management in Europe and the
U.S.A., and to an increasing extent also in Asia.
Banking: The German banking sector has entered a phase of fundamental
transformation. The liberalization of the financial market and, even more,
technical progress, are opening the door to vast economies of scale and thereby
increase the pressure towards consolidation. To a growing extent, banks are
concentrating their efforts on profitable core business areas, a process that is
accelerated by the prospect of new equity rules ("Basel II"). They are reducing
vertical integration and breaking up the value-creation chain to make more
effective use of available capital. Simultaneously, they are cutting costs
through process automation, product standardization, outsourcing and other
efficiency measures. Risk management is being improved in order to level off
risk costs, despite the still high number of insolvencies. These measures have
strengthened the operating base of the banking business.
21
At the same time, the general business context is showing signs of
improvement. While the gradual recovery of the economy in the second half was
not sufficient to bring about a decisive revitalization of the retail business,
the overall brighter picture in the capital markets had a positive impact on
trading income and lent support to the securities business.
German Banks continue to suffer from the highly fragmented market. Even the
four biggest institutions combined have a market share of less than 16%. In
other European countries, the corresponding figure is three or four times as
high. This deprives German banks of the strong domestic earnings base that
international competitors have. But the current restructuring and cost cutting
efforts helped by economic recovery should ensure that German banks compensate
for this handicap.
CAPITAL MARKETS
The development of capital markets plays a major role for our operations.
It is reflected in our turnover and our earnings positions, but also influences
shareholders' equity because the valuation of reserves fluctuates along with
market performance. In view of the uncertainties in the first half of 2003,
customers remained cautious and preferred low-risk investments.
STOCK MARKETS
Stock indexes moved significantly over the course of 2003. After a
three-year decline they came under heavy pressure in the spring of 2003, mainly
due to the Iraq crisis and the subsequent war. In this situation, investors
shielded away from risk. The result was clearly evidenced by the development of
indexes in March 2003: the German stock index DAX slipped to 2,200 points,
Standard & Poor's to 800 points. After the realization that the military
confrontation in Iraq would be short, a significant recovery began. Positive
economic indicators and corporate profits in the U.S.A. helped the turnaround.
Over the course of 2003, the DAX rose 37% and Standard & Poor's closed with a
plus of 26%.
BOND MARKETS
The markets for fixed-interest securities which are a main factor
influencing our operations moved took a different turn than the stock markets.
Until March 2003, investors showed increased interest in highly rated bonds. The
main beneficiaries of this risk-averse behavior were government bonds with
yields for ten-year maturities declining to a historic low of 3.3% in Germany
and 3.1% in the U.S.A. This trend was supported by the central banks' money
policy: The U.S. Federal Reserve lowered its funds rate to 1%, while the
European Central Bank cut its prime rate to 2%. Fears of deflation helped to
accelerate the decline in yield of fixed-interest paper. When these fears had
diminished and inflation once again became a factor in the second half of the
year, fixed-interest securities came under heavy pressure. In only six weeks,
yields climbed 130 basis points in the U.S.A. and 80 in Germany.
EXCHANGE RATES
Despite the insecurity at the beginning of 2003 over the course of events
in Iraq, the U.S. dollar was relatively strong with respect to the euro. After
the end of the Iraq crisis, markets undertook a strong revaluation of the euro.
While the exchange rate decreased slightly over the summer of 2003, the trend
reversed in September and the euro strongly gained towards the dollar. During
2003 the value of the euro increased more than 15% with respect to the dollar.
The euro also gained 8.3% on the pound sterling and 7% on the Swiss franc.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
We have identified the accounting policies and estimates that are critical
to our business operations and the understanding of its results of operations.
These critical accounting policies and estimates are those which involve the
most complex or subjective decisions or assessments, and relate to
property-casualty and life/health insurance reserves, loan loss allowances, the
determination of the fair value of financial assets and
22
liabilities (including impairment charges), goodwill, deferred policy
acquisition costs and deferred taxes. In each case, the determination of these
items is fundamental to our financial position and results of operations, and
requires management to make complex judgments based on information and financial
data that may change in future periods. As a result, determinations regarding
these items necessarily involve the use of assumptions and subjective judgments
as to future events and are subject to change, and the use of different
assumptions or data could produce materially different results.
PROPERTY-CASUALTY INSURANCE RESERVES
Loss and loss adjustment expense reserves, including estimates of costs for
claims related to reinsured events that have occurred but have not yet been
reported (or IBNR), are recorded for when insured events occur. Loss and loss
adjustment expense reserves are derived from best estimate assumptions and
appropriate actuarial methods, and are based on the estimated ultimate cost of
settling claims, using past experience adjusted for current trends and other
relevant factors. The establishment of loss and loss adjustment expense reserves
is an inherently uncertain process and subject to variability, involving
assumptions as to factors such as court decisions, changes in laws, social,
economic and demographic trends, inflation and other factors affecting claim
costs. Assumptions underlying the loss and loss adjustment expense reserve may
not in fact materialize as expected, and even if future conditions do develop as
anticipated, random events may occur which lead to different results than
originally estimated.
These reserves are estimates based on actuarial and statistical projections
of the expected cost of the ultimate settlement and administration of claims.
The analyses are based on facts and circumstances known at the time, predictions
of future events, estimates of future inflation and other societal and economic
factors. Late reported claim trends, claim severity, exposure growth and future
inflation are examples of factors used in projecting the IBNR reserve
requirements. These reserves are reviewed and revised periodically as additional
information becomes available and actual claims are reported.
When actual claims experience differs from previous estimates, the
resulting difference will generally be reflected in the Allianz Group's reported
results for the period of the change in estimate. In recent years, the Allianz
Group's property-casualty loss and loss adjustment expense reserves in the
United States have been significantly impacted by claims relating to asbestos
and environmental exposures. For a further discussion of our property-casualty
insurance reserves, see "-- Property-Casualty Insurance Reserves" and "Key
Information -- Risk Factors -- Loss reserves for our property-casualty insurance
and reinsurance policies are based on estimates as to future claims liabilities.
Adverse developments relating to claims could lead to further reserve additions
and materially adversely impact our results of operations."
LIFE/HEALTH INSURANCE RESERVES
The provision for aggregate policy reserves for traditional life/health
insurance products is computed using the net level premium method. It represents
the present value of estimated future policy benefits to be paid less the
present value of estimated future net premiums to be collected from
policyholders. The method uses best estimate assumptions for mortality,
morbidity, expected investment yields, lapses, surrenders and expenses at the
policy inception date, which remain locked-in thereafter. The reserve is
adjusted for a provision of adverse deviation, which is used to provide a margin
for fluctuation and uncertainty inherent in the assumption setting process.
The provision for aggregate policy reserves for traditional participating
life insurance products is also computed using the net level premium method. The
method in this case uses best estimate assumptions for mortality, morbidity and
interest rates that are guaranteed in the contract or are used in determining
the dividends.
The provision for aggregate policy reserves for non-traditional life
products is equal to the account balance, which represents premiums received and
allocated investment return credited to the policy less deductions for mortality
costs and expense charges. Best estimate assumptions include, but are not
limited to, interest, expenses, lapses, surrenders, mortality, morbidity and
future bonuses. Current and historical client data, as well as industry data,
are used to determine these assumptions. Assumptions for interest reflect
23
expected earnings on assets, which back the future policyholder benefits. The
information used by our qualified actuaries in setting such assumptions
includes, but is not limited to, pricing assumptions, available experience
studies, profitability analysis and embedded value assumptions. The level of
conservatism built into the assumptions and estimates will impact the current
earnings and emergence of future profits.
LOAN LOSS ALLOWANCES
Impaired loans represent loans, for which, based upon current information
and events, it is probable that the Allianz Group will not be able to collect
all interest and principal amounts due in accordance with the contractual terms
of the loan agreements.
The allowance for loan losses represents management's estimate of probable
losses that have occurred in the loan portfolio and other lending-related
commitments as of the date of the consolidated financial statements. The
allowance for loan losses is reported as a reduction of assets and the
provisions for contingent liabilities, such as guarantees, loan commitments and
other obligations are carried as liabilities.
To allow management to determine the appropriate level of the allowance for
loan losses, all significant counterparty relationships are periodically
reviewed. A specific allowance is established to provide for specifically
identified counterparty risks. Specific allowances are established for impaired
loans. The amount of the impairment is based on the present value of expected
future cash flows or based on the fair value of the collateral if the loan is
collateralized and foreclosure is probable. If the amount of the impairment
subsequently increases or decreases due to an event occurring after the initial
measurement of impairment, a change in the allowance is recognized in earnings
by a charge or a credit to net loan loss provisions.
A general allowance is established to provide for incurred but unidentified
losses that are inherent in the loan portfolio as of December 31, 2003. General
allowances for loan losses are established for loans not specifically identified
as impaired. The amount of the allowance is based on historical loss experience
and management's evaluation of the loan portfolio under current events and
economic conditions.
A country risk allowance is established for transfer risk. Transfer risk is
a measure of the likely ability of a borrower in a certain country to repay its
foreign currency-denominated debt in light of the economic or political
situation prevailing in the country. Country risk allowances are based on a
country risk rating system that incorporates current and historical economic,
political and other data to categorize countries by risk profile.
Loans are charged-off when, based on management's judgement, all
economically sensible means of recovery have been exhausted. At the point of
charge-off, the loan as well as any specific allowance associated with the loan
must be removed from the balance sheet or a charge may be recorded to directly
charge-off the loan. A charge-off may be full or partial. Subsequent to a
charge-off, recoveries, if any, are recognized in the income statement as a
credit to net loan loss provisions.
The provision for loan loss, which is charged to net income, is the amount
necessary to adjust the allowance to a level determined through the process
described above.
FAIR VALUES AND IMPAIRMENTS
A significant portion of our assets and liabilities is recorded at fair
value, including trading assets and liabilities, and securities
available-for-sale. Fair value determinations for financial assets and
liabilities are based generally on listed market prices or broker or dealer
price quotations. If prices are not readily determinable, fair value is based on
either internal valuation models or management's estimate of amounts that could
be realized under current market conditions. Fair values of certain financial
instruments, including over-the-counter (OTC) derivative instruments, are
determined using pricing models that consider, among other factors, contractual
and market prices, correlations, time value, credit, yield curve volatility
factors and/or prepayment rates of the underlying positions. The use of
different pricing models and assumptions could lead to different estimates of
fair value.
24
VALUATION OF SECURITIES AVAILABLE-FOR-SALE
All investments in our investment portfolio are subject to regular
impairment reviews. Generally, the carrying value of our investments is reviewed
for impairment whenever events or changes in circumstances indicate that the
carrying amount may not be recoverable. Impairments are measured as the
difference between the amortized cost of a particular investment and the current
fair value (for equity instruments) or the recoverable amount (for debt
instruments).
Securities available-for-sale are recorded at fair value, and are reviewed
regularly for impairments. Impairments recorded on investments to bring the
investment to its current fair value are charged to income if an
other-than-temporary diminution in value occurs. As of the closing date for each
quarter and year-end, we identify, on an Allianz Group-wide basis, all
securities whose market values are other-than-temporarily below amortized cost
based on our policy guidelines. Fair value determinations for financial assets
and liabilities are based generally on listed market prices, broker or dealer
price quotations or internal valuations if none of the aforementioned pricing
information exists.
FIXED INCOME SECURITIES
Fixed income securities classified as available-for-sale are valued at
current fair value. We record an impairment on a fixed income security if a
decline in the fair value of a fixed income security is other-than-temporary.
Objective evidence that decline in the fair value of a fixed income security is
other-than-temporary or uncollectible includes information that comes to the
attention of the Allianz Group regarding:
- significant financial difficulty of the issuer;
- an actual breach of contract, such as a default or delinquency in
interest or principal payments;
- granting by the lender to the borrower, for economic or legal reasons
relating to the borrower's financial difficulty, of a concession that the
lender would not otherwise consider;
- a high probability of bankruptcy or other financial reorganization of the
issuer;
- recognition of an impairment loss on that asset in a prior financial
reporting period;
- the disappearance of an active market for that financial asset due to
financial difficulties; or
- a historical pattern of collections of accounts receivable that indicates
that the entire face amount of a portfolio of accounts receivable will
not be collected.
However, the disappearance of an active market because an issuer's
securities are no longer publicly traded is not evidence of impairment. A
downgrade of an issuer's credit rating is not, of itself, evidence of
impairment, though it may be evidence of impairment when considered with other
available information.
Additionally, if no positive intention or ability of Allianz Group's
management to hold a security through the anticipated recovery period exists, an
impairment is recorded. The Allianz Group analyzes all fixed income securities
whose recoverable amount has been permanently for more than 6 months by more
than 20% below amortized cost. In such instances, additional subjective criteria
for diminution in value are taken into account, including:
- significant downgrade (already occurred or imminent) by one or several
rating agencies;
- accumulation of defaults within a certain industry or geographic region;
- change in recommendations of investment advisors of market analysts.
Generally, we do not consider fixed income instruments impaired if the
decline in value is caused solely by changes in interest rates.
25
EQUITY SECURITIES
Equity securities categorized as securities available-for-sale are valued
at current fair value. We record an impairment on an equity security if a
decline in the fair value of an equity security is other-than-temporary. An
impairment is required to be recorded on our equity securities if we determine
that one or more of the following objective criteria applies:
- significant financial difficulty of the issuer;
- a high probability of bankruptcy or other financial reorganization of the
issuer;
- the disappearance of an active market for the financial asset due to
financial difficulties;
- discontinuation of the basis for business or of a substantial part of the
basis for business for technological, economic or legal reasons;
- not existing intention or ability of Allianz Group's management to hold
the security through the anticipated recovery period.
In 2001, we generally considered a decline in fair value in an equity
security classified as available-for-sale to be other-than-temporary if the fair
value of the security was continuously for a period of more than six months more
than 30% below both the weighted-average amortized cost of the individual
Allianz Group company that held the security and the Allianz Group's
weighted-average amortized cost. In these instances we recorded an impairment on
equity securities held by Allianz Group companies that were in an unrealized
loss position.
In 2002, we modified our policy and generally considered a decline to be
other-than-temporary if the fair value was continuously for a period of more
than six months 20% or more below both the weighted-average amortized cost of
the individual Allianz Group company that held the security and the Allianz
Group's weighted-average amortized cost.
As of December 31, 2003, we applied a further criterion and generally
considered a decline in fair value to be other-than-temporary for all publicly
traded equity securities which have been permanently in an unrealized loss
position for more than 12 months.
Finally, if one or more of the following indicators applies, equity
investments are subject to further in-depth review:
- deterioration in recommendations of investment advisors or market
analysts;
- issuer's industry or region is in a sustained recession, which is also
reflected in the respective stock indices;
- decline in the issuer's price-to earnings (P/E) ratio;
- losses recently incurred by the issuer;
- change in the issuer's dividend policy; or
- specific events which impact the business operations of the issuer.
Moreover, an impairment loss is recorded, if the fair value of an equity
security has declined more than 80% below amortized cost as of the end of any
fiscal quarter.
Additionally, the Allianz Group also applies subjective criteria when
analyzing equity securities for potential impairment.
Management Judgment Analysis. If the criteria mentioned above indicate an
impairment but recovery of the amortized cost is still expected in the
medium-term, the decrease in value may still be considered temporary based on
management's judgment, provided we have the positive intent and ability to hold
the
26
investment for a period of time sufficient to allow for a recovery in fair
value. The following information is required to support any decision not to
record an impairment in such cases:
- positive evaluations of market analysts including fundamental analysis
and future price targets;
- relative performance of the investment compared to regional and industry
benchmarks indicate that the decrease in value is attributable to
industry or market conditions, rather than issuer-specific problems;
- historical share price development -- in particular taking into account
high and low market prices during the last 12 months -- and volatility in
share prices indicate that amortized cost may be recovered in the near
future; and
- specific positive intentions and ability to hold the investment exist.
A decision based on management judgment is required to follow these
guidelines, is required to be supported by full documentation and is required to
be updated at regular intervals. To ensure consistency, decisions based on
management judgment may only be taken at the Allianz Group level and not by any
of the Allianz Group's subsidiaries.
Private Equity Investments. Direct private equity investments, which are
mostly non-traded securities, are carried by the Allianz Group at fair value
based on quarterly valuations. These valuations, which also serve the purpose of
impairment tests, are based on multiples such as earnings before interest,
taxes, depreciation and amortization (EBITDA), earnings before interest and
taxes (EBIT) or P/E ratios. If appropriate, discounted cash flow models or
leveraged buyout (LBO) models are applied as well as part of the impairment
testing. Moreover, additional information from the financial reports of the
companies held within our private equity investment portfolio, which Allianz
Capital Partners is invested in, are taken into consideration. If a decline in
the fair value of an investment is ultimately determined to be other-than-
temporary, an impairment is recorded.
Investments In Private Equity Funds. The Allianz Group's valuation of
investments in private equity funds, or funds of funds, relies primarily on
information relating to net asset value (NAV) provided by the general partners
of such funds. In the case of an insolvency or the filing for Chapter 11
(liquidation) of a fund, the Allianz Group records an impairment. In addition,
the Allianz Group also analyses subjective criteria when assessing whether an
other-than-temporary diminution in value has occurred. Specifically, all funds
whose commitments are invested by more than 40% and whose running time exceeds 3
years, are subject to an impairment test. An impairment is recorded if the NAV
provided by the general partner has continuously been for a period of more than
six months 20% or more below the amortized cost. The impairment recorded by the
Allianz Group constitutes the difference between the amortized costs, reduced by
all or a portion of the relevant management fee, and the NAV of the fund.
VALUATIONS OF SECURITIES HELD-TO-MATURITY
The fair value of individual securities held-to-maturity can fall
temporarily below their carrying value, but, provided there is no risk resulting
from changes in financial standing, no impairment is recorded for such
securities.
For a discussion of impairment charges taken in 2003, see "-- Investment
Portfolio Impairments and Unrealized Losses" and "Key Information -- Risk
Factors -- Market risks could impair the value of our portfolio and adversely
impact our financial position and results of operations."
GOODWILL
Goodwill is tested for impairment on an annual basis, or more frequently if
there are indications that the goodwill may be impaired.
Present value, other valuation techniques, or a combination thereof to
derive a fair value, require our management to make subjective judgments and
assumptions. Factors we consider in determining the fair values of reporting
units include quoted market prices, current share values in the market place for
similar
27
publicly traded entities, prices of comparable businesses, recent acquisitions
of similar entities in the market place, recent trends in our share price and
that of our competitors, estimates of our future earnings potential and the
level of interest rates.
The single most significant amount of goodwill relates to the acquisition
of Dresdner Bank. The valuation model used to determine the fair values is
sensitive to changes in assumptions about the discount rate, growth rate and
expected cash flows (i.e. assumptions about the future performance of the
business). Adverse changes relating to any of these factors could require us to
record a goodwill impairment charge.
Indications of impairment include any events or changes in circumstances
that indicate that the carrying amount of goodwill may not be recoverable.
Therefore, an element of judgment in (i) evaluating when the indication of an
impairment is significant enough to require a full test to be undertaken, and
(ii) determining the market value to be used to assess recoverability of the
carrying value, is necessary. Should a market value not be available, a fair
value in use will be determined and compared to the carrying value.
For further information see "Key Information -- Risk Factors -- Market
factors, as well as a lack of improvement in our operating performance, could
adversely affect goodwill, deferred policy acquisition costs and deferred tax
assets; our deferred tax assets are also potentially impacted by changes in tax
legislation."
DEFERRED POLICY ACQUISITION COSTS
Deferred policy acquisition costs consist primarily of commissions,
underwriting expenses and policy issuance costs, which vary with and are
directly related to the acquisition and renewal of insurance contracts. Such
acquisition costs are deferred and amortized to the extent they are recoverable.
Deferred policy acquisition costs for property-casualty insurance products
are amortized over the periods in which the related premiums are earned.
Deferred policy acquisition costs for traditional life/health products are
amortized over the premium paying period of the related policies in proportion
to the net level premium using assumptions consistent with those used in
computing the provision for aggregate policy reserves as previously noted. The
methods use best estimate assumptions for mortality, morbidity, expected
investment yields, terminations and expenses at the policy inception date and
remain locked-in thereafter. These assumptions are adjusted for a provision of
adverse deviation, which is used to provide a margin for fluctuation and
uncertainty inherent in the assumption setting process.
Deferred policy acquisition costs on participating traditional life
insurance products are amortized over the expected life of the contracts in
proportion to the estimated gross margins (or EGMs). The present value of
estimated gross margins is computed using the expected investment yield. EGMs
include estimates of premiums to be received, expected earned investment income,
benefits to be paid, administration costs, changes in reserve for death and
other benefits, expected annual policyholder dividends and realized gains and
losses. Estimates of expected gross margins are determined on a best estimate
basis without provisions for adverse deviation and are re-evaluated on a regular
basis where actual margins replace estimated margins when actual profits emerge.
Deferred policy acquisition costs on non-traditional life products are
amortized over the expected life of the contracts as a constant percentage of
estimated gross profits (or EGPs). The present value of EGPs is computed using
the interest that accrues to the policyholders, known as the contract rate. EGPs
include estimates regarding mortality, administration costs, expected investment
income to be earned less interest credited to policyholders, surrender charges
and realized gains and losses.
The level of conservatism built into the assumptions and estimates used
will impact the current earnings and the emergence of future profits. Management
regularly reviews the potential for changes in the estimates (both positive and
negative) and uses the results of these evaluations to adjust recorded
amortization expenses and to adjust underwriting criteria, which could be
material to the Allianz Group's insurance operations.
Loss recognition analysis is performed by line of business, in accordance
with our manner of acquiring, servicing and measuring the profitability of our
insurance contracts. Net unearned premiums are tested to
28
determine whether they are sufficient to cover related expected claims, loss
adjustment expenses, policyholder dividends, commission, amortization and
maintenance expenses. If there is a premium deficiency, the deferred policy
acquisition cost is written down by the amount of the deficiency. If after
writing down all of the deferred policy acquisition cost asset for a line of
business a premium deficiency still exists, a premium deficiency reserve is
recorded to provide for the deficiency in excess of the deferred policy
acquisition cost asset written down.
For further information see "Key Information -- Risk Factors -- Market
factors, as well as a lack of improvement in our operating performance, could
adversely affect the levels of goodwill, deferred policy acquisition costs and
deferred tax assets; our deferred tax assets are also potentially impacted by
changes in tax legislation."
DEFERRED TAXES
Deferred tax assets are recognized on deductible temporary differences
between the tax bases and the carrying amounts of assets and liabilities in the
Allianz Group's IFRS consolidated balance sheet and tax losses carried forward
as of the balance sheet date. Deferred taxes are calculated based on the current
income tax rates enacted in the respective country.
The realization of deferred tax assets on temporary differences depends on
the generation of sufficient taxable profits in the period in which the
underlying asset or liability is recovered or settled. The realization of
deferred tax assets on tax losses carried forward requires that sufficient
taxable profits are available prior to the expiration of such tax losses carried
forward. As of each balance sheet date, management evaluates the recoverability
of deferred tax assets, whereby projected future taxable profits and tax
planning strategies are considered. If management considers it is more likely
than not that all or portion of a deferred tax asset will not be realized, a
corresponding valuation allowance is taken.
The accounting estimates related to the valuation allowance are based on
management's judgment and currently available information, primarily with
regards to projected taxable profits. Assumptions about matters which are
uncertain and partly beyond management's control are taken into account. These
assumptions may change from period to period. If the Allianz Group is not able
to generate sufficient future taxable profits, a corresponding adjustment to the
valuation allowance is recorded.
For further information "Key Information -- Risk Factors -- Market factors,
as well as a lack of improvement in our operating performance, could adversely
affect the levels of goodwill, deferred policy acquisition costs and deferred
tax assets; our deferred tax assets are also potentially impacted by changes in
tax legislation."
OFF-BALANCE SHEET ARRANGEMENTS
In the ordinary course of business, the Allianz Group enters into
arrangements that, under IFRS, are not recognized on the consolidated balance
sheet and do not affect the consolidated income statement. Such arrangements
remain off-balance sheet as long as the Allianz Group does not incur an
obligation from them or become entitled to an asset itself. As soon as an
obligation is incurred, it is recognized on the Allianz Group's consolidated
balance sheet, with the corresponding loss recorded in the consolidated income
statement. However, in such cases, the amount recognized on the consolidated
balance sheet may or may not, in many instances, represent the full loss
potential inherent in such off-balance sheet arrangements. The importance of
such arrangements to the Allianz Group as it concerns liquidity, capital
resources or market and credit risk support, is not overly significant.
Additionally, the Allianz Group does not heavily rely on off-balance sheet
arrangements as a significant source of revenue. Similarly, the Allianz Group
has not incurred significant expenses from such arrangements and does not
reasonably expect to do so in the future. The following discusses distinct areas
the Allianz Group is involved in off-balance sheet arrangements as of December
31, 2003.
29
GUARANTEES
See Note 43 to our consolidated financial statements.
SYNTHETIC SECURITIZATION
The Dresdner Bank Group, in order to seek a Tier-1 capital release,
conducted a synthetic securitization to place credit risk from a designated loan
portfolio on the open market. As of December 31, 2003, credit risks in the
amount of E1,000 million had been transferred to third-parties using a special
purpose vehicle, which is not consolidated within the Allianz Group's
consolidated IFRS financial statement, or U.S. GAAP condensed financial
statements in Note 47.
DERIVATIVE INSTRUMENTS RECORDED IN SHAREHOLDERS' EQUITY
We have no derivative contracts linked to our own shares that are accounted
for within shareholders' equity. We do enter into various types of option
contracts indexed to Allianz AG shares with third-parties, both as a hedge of
Allianz Group's future obligations under our Stock Appreciation Right incentive
plans and in connection with the various banking products offered by the
Dresdner Bank Group. See Note 40 to our consolidated financial statements for
further information.
VARIABLE INTEREST ENTITIES (VIES)
See Note 47 to our consolidated financial statements.
In the context of the "Silver Tower" asset-backed program of the Dresdner
Bank Group, in which third-party receivables and receivables of the Dresdner
Bank Group are securitized, and which is refinanced by commercial paper,
Dresdner Bank Group has granted short-term credit lines in the amount of E9.4
billion in the event that a refinancing through commercial paper is not
possible. As of December 31, 2003, E1.3 billion of such credit lines had been
used for refinancing instead of the placement of commercial paper. The risk
exists that the Dresdner Bank Group would be required to use its own credit
lines by up to further E8.1 billion, which would accordingly raise its
regulatory risk-weighted assets.
TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
PAYMENTS DUE BY PERIOD AT DECEMBER 31, 2003(1)
-----------------------------------------------------------
LESS THAN MORE THAN
TOTAL 1 YEAR 1 - 3 YEARS 3 - 5 YEARS 5 YEARS
------ --------- ----------- ------------ ---------
(E IN MILLIONS)
Long-term Debt Obligations(2)...... 13,738 641 4,363 4,020 4,714
Capital (finance) Lease
Obligations...................... 0 0 0 0 0
Operating Lease Obligations........ 2,092 273 429 280 1,110
Purchase Obligations(3)............ 2,016 1,911 84 5 16
Other Long-term Liabilities(4)..... 5,777 732 1,089 1,061 2,895
Total Contractual Obligations.... 23,623 3,557 5,965 5,366 8,735
---------------
(1) The table sets forth the Allianz Group's contractual obligations as of
December 31, 2003. Contractual obligations do not include contingent
liabilities or commitments and only transactions with parties outside the
Allianz Group are considered.
(2) Long-term debt obligations also include future payments due as well as
capital leases.
(3) Purchase obligations only include transactions related to goods and
services; purchase obligations for financial instruments are excluded.
(4) Other long term liabilities, which include accumulation of payment
information on any other long term liabilities based on classifications in
the IFRS balance sheet, comprise mainly estimated future benefit payments in
an aggregate of E5,264 million. For detailed information see Note 21 of the
our consolidated financial statements.
30
CHANGES TO ACCOUNTING AND VALUATION POLICIES
See Note 2 to our consolidated financial statements.
CONSOLIDATED RESULTS OF OPERATIONS
YEAR ENDED DECEMBER 31, 2003 COMPARED TO YEAR ENDED DECEMBER 31, 2002
Our total income decreased by E6,021 million, or 5.6%, to E101,655 million
in 2003 from E107,676 million in 2002, due primarily to decreased interest and
similar income in our banking segment attributable to the deconsolidation of
Deutsche Hyp in the second half of 2002 and the reduction of risk-weighted
assets in 2003. Our earnings from ordinary activities before taxation increased
by E4,494 million, or 375.2%, to E2,861 million in 2003 from a loss of E1,633
million in 2002. We had a consolidated tax expense of E146 million in 2003,
representing an overall effective tax rate of 3.3%, compared to statutory rates
for our primary German and other operating subsidiaries that ranged from 12.5%
to 45.5% and averaged 31.3%. The low effective tax rate in 2003, as compared to
the average statutory tax rate, was due primarily to tax exempted income and to
the utilization of tax losses carried forward for which no deferred tax asset
was recognized as well as due to the recognition of deferred tax assets on tax
losses carried forward previously not recognized. In 2002, we had a consolidated
tax benefit of E807 million, representing overall effective tax rate of (60.9)%,
compared to statutory rates for our primary German and other operating
subsidiaries that ranged from 12.5% to 45.5% and averaged 32.6%. The
consolidated tax benefit in 2002 was due primarily to tax exempted income.
Net income increased significantly by E3,386 million to E1,890 million in
2003, compared to a net loss of E1,496 million in 2002, reflecting primarily
improvements in our property-casualty segment's underwriting results, decreased
net loan loss provisions in our banking segment and realized gains from the
reductions in investments in associates. Our property-casualty insurance
business was positively affected by a significant decrease in net claims,
reflecting the comparative lower levels of natural catastrophes and other major
claim events in 2003, as compared to 2002, which reflected the asbestos and
environmental reserve-strengthening measures of Fireman's Fund and severe
flooding in Germany and Central and Eastern Europe in 2002. Net loan loss
provisions in our banking segment decreased to E1,014 million in 2003 from
E2,222 million in 2002, reflecting primarily optimized rating procedures and
restructured loan portfolio and reduced defaults from large loan exposures.
Total results from investments increased by E1,773 million, or 11.2%, to E17,583
million in 2003 from E15,810 million in 2002, due primarily to the recovery in
the equity markets, offset in part by impairment writedowns on securities
available-for-sale and decreased trading income. For additional information on
our results from investments, see "-- Asset Management Operations -- Group's Own
Investments -- Year Ended December 31, 2003 Compared to Year Ended December 31,
2002." Impairments on securities available-for-sale totaled E4,412 million in
2003, as compared to E6,287 million in 2002, reflecting primarily the weak
equity markets in the first quarter of 2003 as well as impairments relating to
certain equity securities in the fourth quarter of 2003. Net trading income
decreased by E1,264 million, 83.9%, to E243 million in 2003 from E1,507 million
in 2002, reflecting primarily expenses of E1,359 million from derivative
financial instruments used by our insurance operating entities which do not
qualify for hedge accounting.
31
The following table sets forth the percentage changes for 2003 over 2002 in
our total income, total expenses and net income by segment, which are discussed
in greater detail below, and for the Allianz Group as a whole.
% CHANGE 2003/2002
------------------------------------------
TOTAL INCOME TOTAL EXPENSES NET INCOME
------------ -------------- ----------
Property-Casualty............................... (8.6)% (6.6)% (33.1)%
Life/Health..................................... 0.4% (2.3)% (265.2)%
Banking......................................... (35)% (29.7)% 5.8%
Asset Management................................ (4.0)% (10.0)% 42.2%
Consolidated Allianz Group...................... (5.6)% (9.6)% (226.3)%
YEAR ENDED DECEMBER 31, 2002 COMPARED TO YEAR ENDED DECEMBER 31, 2001
Our total income increased by E12,026 million, or 12.6%, to E107,676
million in 2002 from E95,650 million in 2001, due primarily to the full-year
consolidation of Dresdner Bank in 2002, offset in part by the effects of
weakness in the capital markets and the global economy, which affected all of
our operating segments and our banking segment in particular. Our earnings from
ordinary activities before taxation decreased by E3,401 million, or 192.4%, to a
loss of E1,633 million in 2002 from income of E1,768 million in 2001. We had a
consolidated tax benefit of E807 million in 2002 and a consolidated tax benefit
of E861 million in 2001, representing overall effective tax rates of (60.9)% and
(55.2)%, respectively, compared to statutory rates for our primary German and
other operating subsidiaries that ranged from 12.5% to 45.5% and averaged 32.6%.
The consolidated tax benefit in 2002 was due primarily to tax exempted income.
Net income decreased E3,081 million, or 194.4%, to a loss of E1,496 million
in 2002, compared to income of E1,585 million in 2001, reflecting primarily
weakness in the capital markets and the global economy, offset in part by the
tax benefit discussed above. This weakness was particularly evident in
impairments of available-for-sale investments, which increased significantly to
E6,287 million in 2002. In our banking segment, earnings were negatively
affected by additional net loan loss provisions of E2,222 million. Our
property-casualty insurance business was negatively impacted by significant
claims, including primarily E762 million relating to asbestos and environmental
reserve-strengthening measures at Fireman's Fund and E710 million in net claims
relating to severe floods that struck Germany and Central and Eastern Europe in
July and August 2002. These negative effects in our property-casualty segment
were offset in part by significant investment-related gains and rate increases
in most of our major property-casualty markets.
The following table sets forth the percentage changes for 2002 over 2001 in
our total income, total expenses and net income by segment, which are discussed
in greater detail below, and for the Allianz Group as a whole. Changes in
results in our banking and asset management segments related primarily to the
full-year consolidation of Dresdner Bank in 2002. Percentage changes for 2002
over 2001 for our banking segment, which we established as a separate segment in
2001, reflect the inclusion of Dresdner Bank in our consolidated financial
statements as of July 23, 2001 and are therefore not comparable. See "-- Banking
Operations."
% CHANGE 2002/2001
------------------------------------------
TOTAL INCOME TOTAL EXPENSES NET INCOME
------------ -------------- ----------
Property-Casualty............................... 13.9% 4.1% 195.9%
Life/Health..................................... 7.2% 8.9% (110.0)%
Banking......................................... 66.8% 82.1% (517.3)%
Asset Management................................ 16.3% 12.2% (21.0)%
Consolidated Allianz Group...................... 12.6% 16.4% (194.4)%
In April 2001, the Allianz Group, Dresdner Bank (an Allianz Group
subsidiary as of July 2001), a Dresdner Bank subsidiary and others entered into
a series of transactions whereby Allianz Group provided Munich Re shares to be
delivered to ERGO Versicherungsgruppe AG (Ergo) shareholders in connection with
32
Munich Re's acquisition of the minority interest of Ergo pursuant to the public
cash and share offers described below. The purpose of this transaction,
including all individual agreement components, was to allow Munich Re to acquire
Ergo in July 2001 and at the same time achieve the previously agreed reduction
in cross-shareholdings between the Allianz Group and Munich Re. Additionally,
the transaction structure was designed to come within recently enacted changes
in German tax law which took effect as of January 1, 2002, and under which
capital gains on the disposal of equity interests were treated as tax-free.
The framework agreement for this transaction (the "Ergo Framework
Agreement") was executed by the Allianz Group and all other parties on April 19,
2001, establishing the basic terms of: (i) a public cash tender offer for shares
of Ergo; (ii) parallel share offer by Munich Re for shares of Ergo; (iii) a
series of share lending agreements between DME Umtauschgesellschaft (DME) and
Dresdner Bank, a Dresdner Bank subsidiary and a third-party entity (the "Lending
Agreement"; and (iv) a forward sale agreement between DME and the Allianz Group,
pursuant to which DME acquired Munich Re shares to use, in part, in repayment of
the shares under the Lending Agreement (the "Forward Sale Agreement").
In accordance with the Ergo Framework Agreement, the Allianz Group
delivered 7,065,563 Munich Re shares (an approximate 4% interest of Munich Re)
to DME in July 2001, which were then delivered to Ergo shareholders. In January
2002, DME acquired 11,213,035 Munich Re shares (an approximate 6.3% interest in
Munich Re) from the Allianz Group via the Forward Sale Agreement. Of the
11,213,035 shares delivered by the Allianz Group under the Forward Sale
Agreement in January 2002, 7,065,563 shares were immediately used by DME, as
required by the Ergo Framework Agreement, to satisfy its return obligation to
the Allianz Group under the Lending Agreement.
Based on the specific facts and circumstances of this transaction, under
both IFRS and U.S. GAAP, the Allianz Group recorded a sale of the 7,065,563
shares delivered under the Lending Agreement in July 2001 resulting in: (i)
derecognition of the 7,065,563 shares of Munich Re; and (ii) recording a 2001
capital gain of E866 million, before tax and minority interest. The delivery of
the 11,213,135 Munich Re shares under the Forward Sale Agreement in January 2002
was recorded as an inter-Allianz Group transfer of 7,065,563 Munich Re shares
and a sale of the remaining 4,147,472 Munich Re shares resulting in: (i)
derecognition of the 4,147,472 shares of Munich Re; and (ii) recording a 2002
capital gain of E1,317 million.
CONSOLIDATED ASSETS AND LIABILITIES
YEAR ENDED DECEMBER 31, 2003 COMPARED TO YEAR ENDED DECEMBER 31, 2002
Total assets increased by E83,779 million, or 9.8%, to E935,912 million at
December 31, 2003, from E852,133 million at December 31, 2002, primarily as a
result of increased loans and advances to banks and customers and trading
assets. Total loans and advances to banks and customers increased by E45,864
million, or 16.7%, to E320,770 million at December 31, 2003, from E274,906
million at December 31, 2002, due primarily to increased reverse repurchase
transactions, which increased by E56,378 million to E154,441 million at December
31, 2003, more than offsetting reductions in the loan portfolios at Dresdner
Bank. Group's own investments decreased slightly by E500 million, or 0.1%, to
E394,821 million at December 31, 2003, from E395,321 million at December 31,
2002. For additional information on Group's own investments, see "-- Asset
Management Operations -- Group's Own Investments."
Total liabilities increased by E76,861 million, or 9.3%, to E907,320
million at December 31, 2003, from E830,459 million at December 31, 2002, mainly
attributable to increased liabilities to banks and customers and trading
liabilities. Total liabilities to banks and customers increased E48,446 million,
or 17.0%, to E333,044 million at December 31, 2003, from E284,598 million at
December 31, 2002, due primarily to increased repurchase transactions, which
increased by E29,303 million to E92,876 million at December 31, 2003. Insurance
reserves increased by E5,708 million, or 1.9%, to E311,471 million at December
31, 2003, from E305,763 million at December 31, 2002. For additional information
on insurance reserves, see "-- Property-Casualty Insurance Reserves."
Our shareholders' equity increased by 31.9% to E28,592 million at December
31, 2003 compared to E21,674 million at December 31, 2002. This increase
resulted primarily from our capital increase in April
33
2003, which increased our shareholders' equity by E4,562 million, the positive
fair value valuation of our available-for-sale securities, attributable to the
recovery in the equity markets from the second quarter of 2003, as well as the
net income for the year. These more than offset negative currency translation
differences of E1,699 million, mainly resulting from the negative exchange rate
movement of the U.S. dollar as compared to the Euro during 2003.
YEAR ENDED DECEMBER 31, 2002 COMPARED TO YEAR ENDED DECEMBER 31, 2001
Total assets decreased by E90,853 million, or 9.6%, to E852,133 million at
December 31, 2002, from E942,986 million at December 31, 2001, primarily as a
result of the deconsolidation of Deutsche Hyp and price declines in the capital
markets. Total loans and advances to banks and customers decreased by E26,061
million, or 8.7%, to E274,906 million at December 31, 2002, from E300,967
million at December 31, 2001, due primarily to the deconsolidation of Deutsche
Hyp. Group's own investments decreased by E66,898 million, or 14.5%, to E395,321
million in 2002 from E462,219 million in 2001, primarily due to a decrease in
our available-for-sale securities attributable to the weakness in the capital
markets. For additional information on Group's own investments, see "-- Asset
Management Operations -- Group's Own Investments."
Total liabilities increased by E80,914 million, or 8.9%, to E830,459
million at December 31, 2002, from E911,373 million at December 31, 2001, mainly
as a result of decreased certificated liabilities and liabilities to banks and
customers. Certificated liabilities decreased by E55,920 million, or 41.5%, to
E78,750 million at December 31, 2002, from E134,670 million at December 31,
2001, mainly attributable to the deconsolidation of Deutsche Hyp. Total
liabilities to banks and customers decreased by E28,127 million, or 9.0%, to
E284,598 million at December 31, 2002, from E312,725 million at December 31,
2001, due primarily the deconsolidation of Deutsche Hyp. Insurance reserves
increased by E6,251 million, or 2.1%, to E305,763 million at December 31, 2002,
from E299,512 million at December 31, 2001. For additional information on
insurance reserves, see Note 16 to our consolidated financial statements.
Our shareholders' equity decreased by 31.4% to E21,674 million at December
31, 2002 compared to E31,613 million at December 31, 2001. This decrease
resulted primarily from a decrease in net unrealized gains of E6,930 million
from E8,276 million at December 31, 2001 to E1,317 million (adjusted for
currency translation) at December 31, 2002, reflecting generally adverse
conditions in the capital markets.
INVESTMENT PORTFOLIO IMPAIRMENTS AND UNREALIZED LOSSES
VALUATION OF SECURITIES AVAILABLE-FOR-SALE
All investments in our investment portfolio are subject to regular
impairment reviews. Generally, the carrying value of our investments is reviewed
for impairment whenever events or changes in circumstances indicate that the
carrying amount may not be recoverable. Impairments are measured as the
difference between the amortized cost of a particular investment and the current
fair value (for equity instruments) or the recoverable amount (for debt
instruments).
Securities available-for-sale are recorded at fair value, and are reviewed
regularly for impairments. Impairments recorded on investments to bring the
investment to its current fair value are charged to income if an
other-than-temporary diminution in value occurs. As of the closing date for each
quarter and year-end, we identify, on an Allianz Group-wide basis, all
securities whose market values are other-than-temporarily below amortized cost
based on our policy guidelines. Fair value determinations for financial assets
and liabilities are based generally on listed market prices, broker or dealer
price quotations or internal valuations if none of the aforementioned pricing
information exists.
FIXED INCOME SECURITIES
Fixed income securities classified as available-for-sale are valued at
current fair value. We record an impairment on a fixed income security if a
decline in the fair value of a fixed income security is other-than-
34
temporary. Objective evidence that decline in the fair value of a fixed income
security is other-than-temporary or uncollectible includes information that
comes to the attention of the Allianz Group regarding:
- significant financial difficulty of the issuer;
- an actual breach of contract, such as a default or delinquency in
interest or principal payments;
- granting by the lender to the borrower, for economic or legal reasons
relating to the borrower's financial difficulty, of a concession that the
lender would not otherwise consider;
- a high probability of bankruptcy or other financial reorganization of the
issuer;
- recognition of an impairment loss on that asset in a prior financial
reporting period;
- the disappearance of an active market for that financial asset due to
financial difficulties; or
- a historical pattern of collections of accounts receivable that indicates
that the entire face amount of a portfolio of accounts receivable will
not be collected.
However, the disappearance of an active market because an issuer's
securities are no longer publicly traded is not evidence of impairment. A
downgrade of an issuer's credit rating is not, of itself, evidence of
impairment, though it may be evidence of impairment when considered with other
available information.
Additionally, if no positive intention or ability of Allianz Group's
management to hold a security through the anticipated recovery period exists, an
impairment is recorded. The Allianz Group analyses all fixed income securities
whose recoverable amount has been permanently for more than 6 months by more
than 20% below amortized cost. In such instances, additional subjective criteria
for diminution in value are taken into account, including:
- significant downgrade (already occurred or imminent) by one or several
rating agencies;
- accumulation of defaults within a certain industry or geographic region;
- change in recommendations of investment advisors of market analysts.
Generally, we do not consider fixed income instruments impaired if the
decline in value is caused solely by changes in interest rates.
EQUITY SECURITIES
Equity securities categorized as securities available-for-sale are valued
at current fair value. We record an impairment on an equity security if a
decline in the fair value of an equity security is other-than-temporary. An
impairment is required to be recorded on our equity securities if we determine
that one or more of the following objective criteria applies:
- significant financial difficulty of the issuer;
- a high probability of bankruptcy or other financial reorganization of the
issuer;
- the disappearance of an active market for the financial asset due to
financial difficulties;
- discontinuation of the basis for business or of a substantial part of the
basis for business for technological, economic or legal reasons;
- not existing intention or ability of Allianz Group's management to hold
the security through the anticipated recovery period.
In 2001, we generally considered a decline in fair value in an equity
security classified as available-for-sale to be other-than-temporary if the fair
value of the security was continuously for a period of more than six months more
than 30% below both the weighted-average amortized cost of the individual
Allianz Group company that held the security and the Allianz Group's
weighted-average amortized cost. In these instances we recorded an impairment on
equity securities held by Allianz Group companies that were in an unrealized
loss position.
35
In 2002, we modified our policy and generally considered a decline to be
other-than-temporary if the fair value was continuously for a period of more
than six months 20% or more below both the weighted-average amortized cost of
the individual Allianz Group company that held the security and the Allianz
Group's weighted-average amortized cost.
As of December 31, 2003, we applied a further criterion and generally
considered a decline in fair value to be other-than-temporary for all publicly
traded equity securities which have been permanently in an unrealized loss
position for more than 12 months.
Finally, if one or more of the following indicators applies, equity
investments are subject to further in-depth review:
- deterioration in recommendations of investment advisors or market
analysts;
- issuer's industry or region is in a sustained recession, which is also
reflected in the respective stock indices;
- decline in the issuer's price-to earnings (P/E) ratio;
- losses recently incurred by the issuer;
- change in the issuer's dividend policy; or
- specific events which impact the business operations of the issuer.
Moreover, an impairment loss is recorded, if the fair value of an equity
security has declined more than 80% below amortized cost as of the end of any
fiscal quarter.
Additionally, the Allianz Group also applies subjective criteria when
analyzing equity securities for potential impairment.
Management Judgment Analysis. If the criteria mentioned above indicate an
impairment but recovery of the amortized cost is still expected in the
medium-term, the decrease in value may still be considered temporary based on
management's judgment, provided we have the positive intent and ability to hold
the investment for a period of time sufficient to allow for a recovery in fair
value. The following information is required to support any decision not to
record an impairment in such cases:
- positive evaluations of market analysts including fundamental analysis
and future price targets;
- relative performance of the investment compared to regional and industry
benchmarks indicate that the decrease in value is attributable to
industry or market conditions, rather than issuer-specific problems;
- historical share price development -- in particular taking into account
high and low market prices during the last 12 months -- and volatility in
share prices indicate that amortized cost may be recovered in the near
future; and
- specific positive intentions and ability to hold the investment exist.
A decision based on management judgment is required to follow these
guidelines, is required to be supported by full documentation and is required to
be updated at regular intervals. To ensure consistency, decisions based on
management judgment may only be taken at the Allianz Group level and not by any
of the Allianz Group's subsidiaries.
Private Equity Investments. The IFRS carrying value of the Allianz Group's
available-for-sale private equity investments was E1,532 million at December 31,
2003 and E1,723 million at December 31, 2002.
Direct private equity investments, which are mostly non-traded securities,
are carried by the Allianz Group at fair value based on quarterly valuations.
These valuations, which also serve the purpose of impairment tests, are based on
multiples such as earnings before interest, taxes, depreciation and amortization
(EBITDA), earnings before interest and taxes (EBIT) or P/E ratios. If
appropriate, discounted cash flow models or leveraged buyout (LBO) models are
applied as well as part of the impairment testing. Moreover, additional
information from the financial reports of the companies held within our private
equity investment
36
portfolio, which Allianz Capital Partners is invested in, are taken into
consideration. If a decline in the fair value of an investment is ultimately
determined to be other-than-temporary, an impairment is recorded.
Investments In Private Equity Funds. The Allianz Group's valuation of
investments in private equity funds, or funds of funds, relies primarily on
information relating to net asset value (NAV) provided by the general partners
of such funds. In the case of an insolvency or the filing for Chapter 11
(liquidation) of a fund, the Allianz Group records an impairment. In addition,
the Allianz Group also analyses subjective criteria when assessing whether an
other-than-temporary diminution in value has occurred. Specifically, all funds
whose commitments are invested by more than 40% and whose running time exceeds 3
years, are subject to an impairment test. An impairment is recorded if the NAV
provided by the general partner has continuously been for a period of more than
six months 20% or more below the amortized cost. The impairment recorded by the
Allianz Group constitutes the difference between the amortized costs, reduced by
all or a portion of the relevant management fee, and the NAV of the fund.
VALUATIONS OF SECURITIES HELD-TO-MATURITY
The fair value of individual securities held-to-maturity can fall
temporarily below their carrying value, but, provided there is no risk resulting
from changes in financial standing, no impairment is recorded for such
securities. Impairment charges on securities held-to-maturity totaled E10
million at December 31, 2003 and E31 million in 2002.
IMPAIRMENT CHARGES
For the year ended December 31, 2003, other expenses for investments
totaled E9,848 million, of which E5,125 million related to realized losses and
E4,723 million related to depreciation and impairments. Of the total amount of
realized losses in 2003, E5,018 million related to securities
available-for-sale, E3 million to securities held-to-maturity, E102 million to
real estate used by third parties and E2 million to other investments. Of the
amount related to depreciation and impairments, E4,412 million was attributable
to impairments recorded on securities available-for-sale, E10 million to
impairments recorded on securities held-to-maturity, E297 million to
depreciation recorded on real estate used by third-parties and E4 million to
impairments recorded on other investments. Of the available-for-sale impairments
we recorded in 2003, E4,326 million related to equity securities, E64 million to
corporate bonds, E9 million to government bonds and E13 million to other
available-for-sale securities.
For the year ended December 31, 2002, other expenses for investments
totaled E14,866 million, of which E8,204 million related to realized losses and
E6,662 million related to depreciation and impairments. Of the total amount of
realized losses in 2002, E8,063 million related to securities
available-for-sale, E4 million to securities held-to-maturity, E131 million to
real estate used by third parties and E6 million to other investments. Of the
amount related to depreciation and impairments, E6,287 million was attributable
to impairments recorded on securities available-for-sale, E31 million to
impairments recorded on securities held-to-maturity, E333 million to
depreciation recorded on real estate used by third-parties and E11 million to
impairments recorded on other investments. Of the available-for-sale impairments
we recorded in 2002, E5,717 million related to equity securities, E345 million
to corporate bonds, E202 million to government bonds and E23 million to other
available-for-sale securities.
UNREALIZED LOSSES
As of December 31, 2003, unrealized losses from securities
available-for-sale totaled E2,077 million, of which E1,139 million were
attributable to equity securities, E301 million to corporate bonds, E626 million
to government bonds and E11 million to other securities. As of December 31,
2002, we recorded a total of E9,759 million unrealized losses. Of this amount,
E9,303 million related to equity securities, E326 million to corporate bonds,
E106 million to government bonds and E24 million to other securities. As of
December 31, 2001, we recorded a total of E7,390 million unrealized losses. Of
this amount, E5,601 million related to equity securities, E1,139 million to
government bonds and E650 million to corporate bonds.
37
The following tables set forth further details regarding the duration and
amount below amortized cost of the Allianz Group's unrealized loss positions for
equity securities as of December 31, 2003 and 2002. The length of time criterion
reflects the period of time over which an equity security had continually been
in the actual percentage decline category it was in on December 31, 2003 and
December 31, 2002, respectively. We believe the following tables provide
meaningful disclosure, as they capture the actual percentage decline category
and related time period applicable at December 31, 2003 and December 31, 2002,
respectively.
38
EQUITY SECURITIES AGING TABLE: DURATION AND AMOUNT OF UNREALIZED LOSSES AS OF
DECEMBER 31, 2003
0-6 MONTHS 6-12 MONTHS 12-18 MONTHS > 18 MONTHS TOTAL
---------- ----------- ------------ ------------ ------
(E IN MILLION)
LESS THAN 20%
Market Value.................. 6,972 820 156 608 8,556
Amortized Cost................ 7,701 960 177 664 9,502
Unrealized Loss............... (729) (140) (21) (56) (946)
----- ---- ------- ---- ------
20% TO 50%
Market Value.................. 161 9 55 83 308
Amortized Cost................ 232 13 88 119 452
Unrealized Loss............... (71) (4) (33) (36) (144)
----- ---- ------- ---- ------
GREATER THAN 50%
Market Value.................. 10 2 4 22 38
Amortized Cost................ 42 5 10 30 87
Unrealized Loss............... (32) (3) (6) (8) (49)
----- ---- ------- ---- ------
TOTAL
Market Value.................. 7,143 831 215 713 8,902
Amortized Cost................ 7,975 978 275 813 10,041
Unrealized Loss............... (832) (147) (60) (100) (1,139)
EQUITY SECURITIES AGING TABLE: DURATION AND AMOUNT OF UNREALIZED LOSSES AS OF
DECEMBER 31, 2002
0-6 MONTHS 6-12 MONTHS 12-18 MONTHS > 18 MONTHS TOTAL
---------- ----------- ------------ ------------ ------
(E IN MILLION)
LESS THAN 20%
Market Value.................. 16,497 1,596 169 152 18,414
Amortized Cost................ 19,639 1,968 185 165 21,957
Unrealized Loss............... (3,142) (372) (16) (13) (3,543)
------ ----- --- --- ------
20% TO 50%
Market Value.................. 10,858 567 6 2 11,433
Amortized Cost................ 16,065 584 7 2 16,658
Unrealized Loss............... (5,207) (17) (1) (0) (5,225)
------ ----- --- --- ------
GREATER THAN 50%
Market Value.................. 426 1 1 0 428
Amortized Cost................ 954 5 2 2 963
Unrealized Loss............... (528) (4) (1) (2) (535)
------ ----- --- --- ------
TOTAL
Market Value.................. 27,781 2,164 176 154 30,275
Amortized Cost................ 36,658 2,557 194 169 39,578
Unrealized Loss............... (8,877) (393) (18) (15) (9,303)
39
DEBT SECURITIES AGING TABLE: DURATION AND AMOUNT OF UNREALIZED LOSSES AS OF
DECEMBER 31, 2003
0-6 MONTHS 6-12 MONTHS 12-18 MONTHS > 18 MONTHS TOTAL
---------- ----------- ------------ ------------ ------
(E IN MILLIONS)
LESS THAN 20%
Market Value.................. 38,200 8,237 444 573 47,454
Amortized Cost................ 38,759 8,505 465 597 48,326
Unrealized Loss............... (559) (268) (21) (24) (872)
------ ----- --- --- ------
20% TO 50%
Market Value.................. 5 7 7 125 144
Amortized Cost................ 7 10 9 166 192
Unrealized Loss............... (2) (3) (2) (41) (48)
------ ----- --- --- ------
GREATER THAN 50%
Market Value.................. 1 0 0 3 4
Amortized Cost................ 1 1 0 9 11
Unrealized Loss............... (0) (1) 0 (6) (7)
------ ----- --- --- ------
TOTAL
Market Value.................. 38,206 8,244 451 701 47,602
Amortized Cost................ 38,767 8,516 474 772 48,529
Unrealized Loss............... (561) (272) (23) (71) (927)
DEBT SECURITIES AGING TABLES: DURATION AND AMOUNT OF UNREALIZED LOSSES AS OF
DECEMBER 31, 2002
0-6 MONTHS 6-12 MONTHS > 12 MONTHS TOTAL
---------- ----------- ------------ ------
(E IN MILLION)
LESS THAN 20%
Market Value............................. 6,023 2,422 2,219 10,664
Amortized Cost........................... 6,144 2,509 2,299 10,952
Unrealized Loss.......................... (121) (87) (80) (288)
----- ----- ----- ------
20% TO 50%
Market Value............................. 79 63 60 202
Amortized Cost........................... 113 94 91 298
Unrealized Loss.......................... (34) (31) (31) (96)
----- ----- ----- ------
GREATER THAN 50%
Market Value............................. 2 11 14 27
Amortized Cost........................... 15 25 35 75
Unrealized Loss.......................... (13) (14) (21) (48)
----- ----- ----- ------
TOTAL
Market Value............................. 6,104 2,496 2,293 10,893
Amortized Cost........................... 6,272 2,628 2,425 11,325
Unrealized Loss.......................... (168) (132) (132) (432)
REVERSALS OF IMPAIRMENTS
For equity securities, if, in a subsequent period, the amount of the
impairment previously recorded on a security decreases, the impairment is
reversed through other income for investments in the Allianz Group's
40
consolidated income statement. For fixed income securities, if, in a subsequent
period, the amount of the impairment previously recorded on a security decreases
and the decrease can be objectively related to an event occurring after the
impairment, such as an improvement in the debtor's credit rating, the impairment
is reversed through other income for investments in the Allianz Group's
consolidated income statement. For both equity and fixed income securities, such
reversals do not result in a carrying amount of a security that exceeds what
would have been, had the impairment not been recorded, at the date of the
impairment is reversed. For the years ended December 31, 2003, 2002 and 2001, we
recorded reversals of impairments of E2,132 million (AFS E2,129 million; HTM E3
million), E681 million (AFS E679 million; HTM E2 million) and E191 million (AFS
E184 million; HTM E7 million), respectively.
DISCUSSION OF OPERATIONS BY BUSINESS SEGMENT
INSURANCE OPERATIONS
We provide property-casualty and life/health products and services on an
individual and group basis in more than 70 countries worldwide. In our
property-casualty business, we provide, among other things, automobile,
homeowners, travel and other personal lines products and are a leading provider
of commercial and industrial coverage to business enterprises of all sizes,
including many of the world's largest companies. Our life/health insurance
businesses provide endowment, annuity and term insurance products and a wide
range of health, disability and related coverage to individual insured, as well
as group life, group health and pension products to employers. In addition to
strong local positions, we have established leading positions in certain
specialty lines on a global basis, including credit insurance, marine and
aviation insurance, international industrial reinsurance through Allianz Global
Risks Re, and travel and assistance insurance.
Our products are marketed in Germany primarily under the "Allianz" brand
name. In other countries we generally operate through our subsidiary insurers'
brand names, which are identified as part of the Allianz Group. We believe that
our brand name is one of the best-known and most highly respected in the German
marketplace, combining a reputation for excellent customer service with an image
of superior financial strength.
Our philosophy is to provide considerable latitude to our operating
entities in product design, underwriting, distribution, marketing and operations
while providing various levels of centralized support in such areas as financial
and strategic planning, investment management, knowledge transfer, accounting
and reinsurance to our subsidiaries from our headquarters in Munich. We refer to
this combination of centralized strategic management and local business autonomy
as a "multi-local" approach to our global insurance business. We believe that
this gives our subsidiary operations the flexibility to best respond to local
market conditions and allows us to implement strategic goals and create
incentives for our employees on a country-by-country basis.
41
PROPERTY-CASUALTY INSURANCE OPERATIONS
The following table sets forth certain financial information for our
property-casualty operations for the years indicated:
YEAR ENDED DECEMBER 31,
------------------------------------------
2003 2002 2001
------- ------- -------
(E IN MILLIONS)
Gross premiums written................................... 43,420 43,294 42,137
Premiums earned(net)(1).................................. 37,277 36,458 34,428
Interest and similar income.............................. 4,165 4,473 5,068
Income from affiliated enterprises, joint ventures and
associated enterprises................................. 3,611(2) 8,494(4) 889
Other income from investments............................ 4,892(3) 3,652 4,307
Trading income........................................... (1,490) 207 1,451
Fee and commission income, and income from service
activities............................................. 522 521 1,425
Other income............................................. 1,795 1,751 1,202
------- ------- -------
Total income........................................... 50,772 55,556 48,770
------- ------- -------
Insurance benefits(net)(5)............................... (26,923) (28,932) (28,200)
Interest and similar expenses............................ (1,566) (1,564) (1,323)
Other expenses for investments........................... (3,141) (3,857) (2,888)
Loan loss allowance...................................... (10) (7) (4)
Acquisition costs and administrative expenses(6)......... (9,972) (10,521) (10,042)
Amortization of goodwill................................. (383) (370) (349)
Other expenses........................................... (3,048) (2,999) (3,555)
------- ------- -------
Total expenses......................................... (45,043) (48,250) (46,361)
------- ------- -------
Earnings from ordinary activities before taxation........ 5,729 7,306 2,409
Taxes.................................................... (641) 495 701
Minority interests in earnings........................... (407) (806) (746)
------- ------- -------
Net income............................................... 4,681 6,995 2,364
======= ======= =======
---------------
(1) Net of earned premiums ceded to reinsurers of E5,539 million, E6,236 million
and E6,609 million in 2003, 2002 and 2001, respectively. (Written premiums
ceded to reinsurers, after eliminating intra-Group transactions, were E5,404
million, E6,150 million, and E6,669 million in 2003, 2002, and 2001,
respectively.)
(2) Includes realized gains of E2,839 million and E78 million from sales of
Beiersdorf AG and Munich Re shares, respectively.
(3) Includes realized gains of E858 million and E246 million from sales of
Munich Re and Credit Lyonnais shares, respectively.
(4) Includes realized gains of E1,886 million from sales of Munich Re shares and
E713 million on the sale of a real estate subsidiary in Italy, as well as
significant income from intercompany transactions, including realized gains
of E3,332 million from the transfer of Munich Re shares from Allianz AG to
Dresdner Bank and dividend income of E382 million from Dresdner Bank. The
gains on these intercompany transactions were eliminated at the Allianz
Group level.
(5) Includes loss and loss adjustment expenses of E26,659 million, E28,502
million and E27,919 million in 2003, 2002 and 2001, respectively.
(6) Includes net underwriting costs of E9,511 million, E10,015 million, E9,543
million in 2003, 2002 and 2001, respectively.
42
YEAR ENDED DECEMBER 31, 2003 COMPARED TO YEAR ENDED DECEMBER 31, 2002
Gross Premiums Written. Our gross premiums written from property-casualty
operations in 2003 increased by E126 million, or 0.3%, to E43,420 million from
E43,294 million in 2002. Eliminating the effect of exchange rate movements,
which decreased 2003 gross premiums written by E1,690 million, and changes in
the scope of consolidation, which increased 2003 gross premiums written by E166
million, gross premiums written increased by 4.0%. This increase was primarily
as a result of rate increases, particularly in Germany, France, Spain and the
United States, and growth in new business, particularly in Central and Eastern
Europe. The increase was offset in part by a more selective underwriting policy
and portfolio review measures, particularly in France, the United States and in
our international industrial reinsurance business.
Premiums Earned (Net). On an Allianz Group-wide basis, property-casualty
net premiums earned in 2003 and 2002 reflected earned premiums ceded to
reinsurers of E5,539 million and E6,236 million, respectively. Net premiums
earned increased by E819 million, or 2.2%, to E37,277 million in 2003 from
E36,458 million in 2002, due primarily to the decrease in premium ceded to
reinsurers, resulting from, among others, a decrease in proportional reinsurance
coverage and an increase in non-proportional reinsurance coverage. See Note 11
to our consolidated financial statements.
Trading Income. Trading income from our property-casualty operations
decreased significantly by E1,697 million, to a loss of E1,490 million in 2003
from income of E207 million in 2002, due primarily to E1,351 million in losses
in the first half of 2003 relating to the use of certain derivative financial
instruments to hedge our equity exposure but do not qualify for hedge
accounting. For additional information, see "-- Asset Management
Operations -- Group's Own Investments -- Year Ended December 31, 2003 Compared
to Year Ended December 31, 2002." Gains or losses on such financial instruments
arising from valuation at fair value are included in trading income while gains
or losses on the fair value valuation of the hedged equity investments are
included in shareholders' equity.
Insurance Benefits (Net). Net insurance benefits for our worldwide
property-casualty business, which consist of claims paid, changes in reserves
for loss and loss adjustment expenses, changes in other reserves and expenses of
premium refunds, decreased by E2,009 million, or 6.9%, to E26,923 million in
2003 from E28,932 million in 2002. The decrease in net insurance benefits was
due primarily to improved claims experience in 2003, reflecting portfolio review
and other underwriting measures, particularly in France, the United States and
in our international industrial reinsurance business, as well as the high level
of net insurance benefits in 2002, which reflected asbestos and environmental
reserve-strengthening measures at Fireman's Fund and net claims related to
severe flooding in Germany and Central and Eastern Europe. See "-- Year Ended
December 31, 2002 Compared to Year Ended December 31, 2001 -- Insurance Benefits
(Net)."
Acquisition Costs and Administrative Expenses. Acquisition costs and
administrative expenses consist primarily of changes in deferred policy
acquisition costs, administrative expenses, and net underwriting costs. Net
underwriting costs of E9,511 million in 2003 decreased by E504 million, or 5.0%,
over 2002 levels of E10,015 million, due primarily to increased operating
efficiencies as well as cost reduction measures at Allianz Group companies.
The following table sets forth net loss, expense and combined ratio
information for our property-casualty operations by geographic region for the
years 2003 and 2002:
YEAR ENDED DECEMBER 31, 2003
-------------------------------------------------------
REST OF REST OF SPECIALTY
GERMANY EUROPE NAFTA WORLD LINES TOTAL
------- ------- ----- ------- --------- -----
Loss ratio(1)...................... 71.4% 73.6% 70.0% 71.2% 61.6% 71.5%
Expense ratio(2)................... 25.7% 24.1% 28.2% 26.4% 29.3% 25.5%
---- ---- ---- ---- ---- ----
Combined ratio..................... 97.1% 97.7% 98.2% 97.6% 90.9% 97.0%
43
YEAR ENDED DECEMBER 31, 2002
-------------------------------------------------------
REST OF REST OF SPECIALTY
GERMANY EUROPE NAFTA WORLD LINES TOTAL
------- ------- ----- ------- --------- -----
Loss ratio(1)..................... 74.2% 76.8% 94.6% 74.5% 75.9% 78.2%
Expense ratio(2).................. 28.3% 24.6% 32.9% 28.1% 32.5% 27.5%
----- ----- ----- ----- ----- -----
Combined ratio.................... 102.5% 101.4% 127.5% 102.6% 108.4% 105.7%
---------------
(1) Represents ratio of total loss and loss adjustment expenses to net earned
premium.
(2) Represents ratio of net underwriting costs to net earned premium.
The overall decrease in the Allianz Group combined ratio to 97.0% in 2003
from 105.7% in 2002 reflects the decrease in the Allianz Group's loss ratio to
71.5% in 2003 from 78.2% in 2002, as well as the decrease in the Allianz Group's
expense ratio to 25.5% in 2003 from 27.5% in 2002. The Allianz Group loss ratio
was affected primarily by improved loss ratios in most of our major markets,
particularly in Germany, the United States and France and in our international
industrial reinsurance specialty line. The decrease in the loss ratio in our
German property-casualty operations was due to improved claims experience in
2003 as compared to 2002, which reflected net claims related to severe flooding
in Germany and Central and Eastern Europe. The improved loss ratios in our
property-casualty operations in France, the United States and our international
industrial reinsurance business reflected the successful turnaround programs
implemented in 2003, which included rate increases, adequate risk pricing, more
selective underwriting policies and portfolio review measures. The improvement
of the United States loss ratio in 2003 also reflects the absence of the
asbestos and environmental reserve-strengthening measures that was recorded in
2002. See "-- Year Ended December 31, 2003 Compared to Year Ended December 31,
2002 -- Insurance Benefits (Net)." The Allianz Group expense ratio decreased to
25.5% in 2003 compared to 27.5% in 2002, reflecting both the increase in net
premiums earned and improvements in operating efficiencies in many of our major
markets, including, in particular, reduced administrative expenses and
distribution costs in Germany, which in 2002 included expenses relating to the
development of the distribution capacity in Germany, as well as in the United
States, which was primarily due to headcount reductions as the result of our
turnaround program.
Net Income. Net income from property-casualty insurance operations in 2003
decreased by E2,314 million, or 33.1%, to E4,681 million in 2003 compared with
E6,995 million in 2002. The decrease was attributable primarily to decreased
investment results, reflecting the E1,697 decrease in net trading income
discussed above, the high levels of investment-related realized gains and
intercompany transactions recorded in 2002. See "-- Year Ended December 31, 2002
Compared to Year Ended December 31, 2001 -- Net Income" for further information.
In 2003, the segment recorded realized gains in connection with the sale of our
shareholdings in Beiersdorf AG (E2,839 million), Munich Re (E936 million) and
Credit Lyonnais (E246 million), as well as the sale of other shareholdings in
our equity portfolio, due primarily to our decision to reduce our exposure to
equity investments. As our shareholdings in Beiersdorf AG and Munich Re were
reduced to less than 20% following the dispositions in 2003, we ceased to
account for these companies using the equity method with effect from December
31, 2003 and March 31, 2003, respectively. Despite the recovery of the stock
markets starting from the second quarter of 2003, depreciation and impairments
recorded on investments were E1,834 million in 2003, as compared to E2,340
million in 2002, primarily due to the weak stock markets during the first
quarter of 2003 as well as impairments recorded on certain equity investments in
the fourth quarter of 2003. For additional information, see "-- Investment
Portfolio Impairments and Unrealized Losses -- Unrealized Losses."
Amortization of Goodwill. Amortization of goodwill in our banking
operations was E263 million in 2003, an increase of E22 million, or 9.1%, from
E241 million in 2002, attributable primarily to the acquisitions of additional
shareholdings in Dresdner Bank during 2002. See Note 3 to our consolidated
financial statements.
44
YEAR ENDED DECEMBER 31, 2002 COMPARED TO YEAR ENDED DECEMBER 31, 2001
Gross Premiums Written. Our gross premiums written from property-casualty
operations in 2002 increased by E1,157 million, or 2.7%, to E43,294 million from
E42,137 million in 2001. Eliminating the effect of exchange rate movements and
changes in the scope of consolidation, which decreased 2002 gross premiums
written by E246 million, gross premiums written increased by 3.2%. This increase
came primarily as a result of rate increases in all of our major markets, offset
in part by a more selective underwriting policy, particularly in our industrial
reinsurance business and in the United States, but also in other major markets.
Premiums Earned (Net). On an Allianz Group-wide basis, property-casualty
net premiums earned in 2002 and 2001 reflected earned premiums ceded to
reinsurers of E6,236 million and E6,609 million, respectively. Net premiums
earned increased by E2,030 million, or 5.9%, to E36,458 million in 2002 from
E34,428 million in 2001, which exceeded the 2.7% increase in gross premiums
written and reflected the decrease in earned premiums ceded to reinsurers.
Trading Income. Trading income from our property-casualty operations
decreased by E1,244 million, to E207 million in 2002 from E1,451 million in
2001, due primarily to the decrease of E1,212 million in gains from certain
derivative financial instruments. These gains relate to derivative financial
instruments embedded in outstanding exchangeable bonds that do not qualify for
hedge accounting and from forward contracts that are used to hedge investments.
Gains or losses on such financial instruments arising from valuation at fair
value are included in trading income. The decrease in 2002 reflected primarily
long positions on index futures entered into in late 2001, which substantially
offset the market value gains from outstanding short positions. We had entered
into short positions on these index futures in connection with our issuance of
certain exchangeable bonds in 2001 and prior years.
Insurance Benefits (Net). Net insurance benefits for our worldwide
property-casualty business, which consist of claims paid, changes in reserves
for loss and loss adjustment expenses, changes in other reserves and expenses of
premium refunds, increased by E732 million, or 2.6%, to E28,932 million in 2002
from E28,200 million in 2001. Of this amount in 2002, E762 million related to
asbestos and environmental reserve-strengthening measures at Fireman's Fund. An
additional approximately E710 million was attributable to net claims relating to
severe flooding in Germany and Central and Eastern Europe in July and August
2002. The increase in net insurance benefits in 2002 followed on an already high
level of net insurance benefits in 2001, which reflected claims from the
terrorist attack of September 11, 2001. For additional information on reserve-
strengthening measures at our U.S. property-casualty insurance subsidiaries, see
"-- Property-Casualty Insurance Reserves -- Asbestos and Environmental Reserves
in the United States."
Acquisition Costs and Administrative Expenses. Acquisition costs and
administrative expenses consist primarily of changes in deferred policy
acquisition costs, administrative expenses, and net underwriting costs. Net
underwriting costs of E10,015 million in 2002 increased E472 million, or 4.9%,
over 2001 levels of E9,543 million, which slightly exceeded our
property-casualty premium growth rate of 2.7% due primarily to reduced
commission income from reinsurance business ceded, reflecting higher overall
retention levels. The increased expenses were offset in part by increased
operating efficiencies at Allianz Group companies and cost reduction measures.
The following table sets forth net loss, expense and combined ratio
information for our property-casualty operations by geographic region for the
years 2002 and 2001:
YEAR ENDED DECEMBER 31, 2002
-------------------------------------------------------
REST OF REST OF SPECIALTY
GERMANY EUROPE NAFTA WORLD LINES TOTAL
------- ------- ----- ------- --------- -----
Loss ratio(1)..................... 74.2% 76.8% 94.6% 74.5% 75.9% 78.2%
Expense ratio(2).................. 28.3% 24.6% 32.9% 28.1% 32.5% 27.5%
----- ----- ----- ----- ----- -----
Combined ratio.................... 102.5% 101.4% 127.5% 102.6% 108.4% 105.7%
45
YEAR ENDED DECEMBER 31, 2001
-------------------------------------------------------
REST OF REST OF SPECIALTY
GERMANY EUROPE NAFTA WORLD LINES TOTAL
------- ------- ----- ------- --------- -----
Loss ratio(1)..................... 76.2% 80.3% 99.9% 72.8% 66.5% 81.1%
Expense ratio(2).................. 26.8% 26.2% 29.2% 32.9% 39.5% 27.7%
----- ----- ----- ----- ----- -----
Combined ratio.................... 103.0% 106.5% 129.1% 105.7% 106.0% 108.8%
---------------
(1) Represents ratio of total loss and loss adjustment expenses to net earned
premium.
(2) Represents ratio of net underwriting costs to net earned premium.
The overall decrease in the Allianz Group combined ratio to 105.7% in 2002
from 108.8% in 2001 reflects the decrease in the Allianz Group's loss ratio to
78.2% in 2002 from 81.1% in 2001. The Allianz Group loss ratio was affected
primarily by improved loss ratios in the Allianz Group's reinsurance operations
at Allianz AG and in many of the Allianz Group's major markets, reflecting rate
increases, particularly in our automobile lines, and decreased claim frequency.
These improvements were offset in part by increased net claims related to severe
flooding in Germany and Central and Eastern Europe in July and August 2002 and a
series of other storms, asbestos and environmental reserve-strengthening
measures at Fireman's Fund and increased net claims in our credit insurance.
Excluding the effect of the flooding-related claims and the asbestos and
environmental reserve-strengthening measures in 2002 and the effects of the
September 11, 2001 terrorist attack in 2001, the Allianz Group loss ratio would
have decreased to 74.2% in 2002 from 76.7% in 2001. The Allianz Group expense
ratio was largely unchanged at 27.5% in 2002 compared to 27.7% in 2001.
Increased expenses relating to the development of the distribution capacity in
Germany were offset by increased operating efficiencies at other Allianz Group
companies.
Net Income. Net income from property-casualty insurance operations in 2002
increased by E4,631 million, or 195.9%, to E6,995 million in 2002 compared with
E2,364 million in 2001. The increase was due primarily to investment-related
items, including realized gains of E1,886 million from open market sales of
Munich Re shares, approximately E1,100 million from open market sales of
Vodafone AG shares and E713 million on the sale of a real estate subsidiary in
Italy, as well as realized gains from the sale of other shareholdings in the
Allianz Group's German equity portfolio. The segment also recorded significant
income from intercompany transactions, including realized gains of E3,332
million from the transfer of Munich Re shares from Allianz AG to Dresdner Bank,
dividend income of E382 million from Dresdner Bank and E224 million from the
sale of Vereinte Lebensversicherung AG from Vereinte Versicherung AG to Allianz
Lebensversicherungs -- AG (or Allianz Leben). The gains on these intercompany
transactions were eliminated at the Allianz Group level. These increases were
offset in part by realized losses of E1,536 million and net investment
writedowns of E2,027 million, reflecting weakness in the capital markets.
Excluding these investment related items, net income from property-casualty
operations in 2002 reflected significantly increased net insurance benefits,
including primarily E762 million relating to asbestos and environmental
reserve-strengthening measures at Fireman's Fund and E710 million in net claims
relating to severe flooding in Germany and Central and Eastern Europe in July
and August 2002, offset in part by the increase in net insurance premiums
attributable to rate increases in most of our major markets.
Amortization of goodwill was E370 million in 2002, an increase of E21
million, or 6.0%, from E349 million in 2001, largely as a result of the
amortization of goodwill associated with our acquisition of additional
shareholdings in Frankfurter Versicherungs -- AG and Bayerische
Versicherungsbank AG in June 2002. Minority interests in earnings increased to
E816 million in 2002 from E746 million in 2001.
PROPERTY-CASUALTY LOSS RESERVES
We establish loss reserves in our property-casualty business to cover our
future payment obligations under insurance claims where either the amount of
benefits to be paid or the date when payments are to be made is not yet fixed.
The reserve is calculated using recognized actuarial methods to arrive at an
estimated amount necessary to settle claims in full. For additional information
on our property-casualty loss reserves,
46
including discussion of our reserves by region and line of business, see
"-- Property-Casualty Insurance Reserves" and Note 16 to our consolidated
financial statements.
In 2003, our gross consolidated IFRS loss reserves decreased by E3,410
million, or 5.7%, to E56,244 million compared to E59,654 million in 2002,
reflecting primarily the strengthening of the Euro relative to the U.S. dollar,
the British pound sterling and the Swiss franc during 2003, which decreased the
reserves denominated in the latter three currencies by E2.8 billion in 2003.
Reserves in the U.S. dollar also reflected the exit from some lines of business,
including surety at Fireman's Fund and general liability at Allianz Global Risks
US Insurance Company Burbank.
In 2002, our gross consolidated IFRS loss reserves decreased by E1,822
million, or 2.9%, to E59,654 million compared to E61,476 million in 2001,
reflecting primarily a decrease from the high levels of 2001 that resulted from
the terrorist attack of September 11, 2001. The decrease in 2002 was offset in
part primarily by asbestos and environmental reserve-strengthening measures in
our U.S. operations, as well as smaller reserve increases in France and Italy.
In the United States, we recorded a net increase of E762 million relating to
asbestos and environmental exposures at our U.S. subsidiary Fireman's Fund for
accident years 1987 and prior. We recorded this increase in September 2002
following completion of a study by external and internal actuaries of Fireman's
Funds asbestos and environmental liabilities, which reflected deteriorating
industry-wide loss trends. See "-- Property-Casualty Insurance
Reserves -- Asbestos and Environmental Reserves in the United States." Following
the re-evaluation of certain lines of business in 2002, we also increased
reserves relating to liability and workers' compensation at Fireman's Fund for
accident years 2000 and 1999. In addition, we increased general liability
reserves by E921 million at Allianz Insurance Co. for accident years 1997 to
2001 as a result of an actuarial analysis and more conservative re-underwriting
in 2002, and property reserves at Allianz Insurance Co. by E184 million due to
additional provisions relating to the terrorist attack of September 11, 2001.
These increases were offset in part by favorable developments in commercial
multi-peril and surety reserves at Fireman's Fund for the accident year 2000. In
France, we increased gross loss reserves by E360 million in 2002, reflecting
adverse reserve development in AGF's motor liability (E185 million), general
liability (E105 million) and property (E50 million) lines, offset by favorable
development at Euler Hermes and Allianz Marine & Aviation. In Italy, we
strengthened reserves in 2002 relating to motor liability and general liability
at RAS Group.
PROPERTY-CASUALTY OPERATIONS BY GEOGRAPHIC REGION
The following table sets forth our property-casualty gross premiums written
and earnings after taxes and before goodwill amortization by geographic region.
Consistent with our general practice, gross premiums written and earnings after
taxes and before goodwill amortization by geographic region are presented before
47
consolidation adjustments representing the elimination of transactions between
Allianz Group companies in different geographic regions and different segments.
YEAR ENDED DECEMBER 31,
---------------------------------------------------------------------------
2003 2002 2001
----------------------- ----------------------- -----------------------
EARNINGS EARNINGS EARNINGS
AFTER TAXES AFTER TAXES AFTER TAXES
GROSS AND BEFORE GROSS AND BEFORE GROSS AND BEFORE
PREMIUMS GOODWILL PREMIUMS GOODWILL PREMIUMS GOODWILL
WRITTEN AMORTIZATION WRITTEN AMORTIZATION WRITTEN AMORTIZATION
-------- ------------ -------- ------------ -------- ------------
(E IN MILLIONS)
Germany(1)................ 12,646 4,239 12,314 9,068 12,644 3,773
Rest of Europe(1)......... 21,496 1,536 20,494 1,889 19,606 848
NAFTA..................... 5,344 (95) 5,992 (944) 6,822 (1,030)
Rest of World............. 2,329 114 2,428 38 2,401 39
Specialty Lines(1)........ 4,801 278 4,948 (200) 2,321 94
Consolidation
adjustments............. (3,196) (601) (2,882) (1,680) (1,657) (265)
------ ----- ------ -------- ------ ------
Subtotal................ 43,420 5,471 43,294 8,171 42,137 3,459
Amortization of
goodwill................ -- (383) -- (370) -- (349)
Minority interests........ -- (407) -- (806) -- (746)
------ ----- ------ -------- ------ ------
Total................... 43,420 4,681 43,294 6,995 42,137 2,364
====== ===== ====== ======== ====== ======
---------------
(1) Reflects the transfers, effective January 1, 2002, of marine, aviation and
industrial transport insurance business and international industrial
reinsurance business to our Marine and Aviation and International Industrial
Risks Reinsurance specialty lines, respectively. See "-- Specialty Lines."
GERMANY
DESCRIPTION OF BUSINESS
Germany is one of the world's largest property-casualty insurance markets,
based on gross premiums written in 2003. We were the largest provider of
property-casualty insurance in Germany, as measured by gross premiums written in
2003. Germany is our most important single market for property-casualty
insurance. As a percentage of our total property-casualty gross premiums written
worldwide, Germany accounted for 27.1% in 2003, 26.7% in 2002 and 28.9% in 2001.
We conduct our property-casualty insurance operations in Germany primarily
through the Sachversicherungsgruppe Deutschland (or the German Property-Casualty
Group), which handles most of our lines of property-casualty insurance in
Germany, other than credit insurance and marine and aviation insurance. Allianz
AG, the parent company of the Allianz Group, acts as the Allianz Group's
reinsurer for almost all of the Allianz Group's insurance operations, other than
international industrial reinsurance. In addition, Allianz AG underwrites a
relatively small amount of reinsurance with customers outside of the Allianz
Group. The Allianz Group's international industrial reinsurance needs are
largely handled by Allianz Global Risks Re. See "-- Specialty
Lines -- Description of Business -- Allianz Global Risks Ruckversicherungs-AG."
GERMAN PROPERTY-CASUALTY GROUP
The German Property-Casualty Group comprises a number of different
operating entities, some of which offer a full range of property-casualty lines
and one which provides specialized coverage:
- Allianz Versicherungs-AG (or Allianz Versicherung), which is the German
Property-Casualty Group's primary full-line property-casualty insurer;
- Frankfurter Versicherungs-AG, a full-line property-casualty insurer based
in Frankfurt;
- Bayerische Versicherungsbank AG, a full-line property-casualty insurer
based in Munich; and
48
- Vereinte Spezial Versicherung AG, primarily a specialist provider of
automobile insurance.
In 2003, we merged Kraft Versicherungs-AG into Vereinte Spezial
Versicherung AG, with retroactive effect from January 1, 2003.
PRODUCTS
The operating companies that make up the German Property-Casualty Group
together offer a comprehensive range of property-casualty insurance products and
related services to customers primarily in Germany. The German Property-Casualty
Group's principal product lines are automobile liability and other automobile
insurance, fire and property insurance, personal accident insurance, liability
insurance and legal expense insurance.
The German Property-Casualty Group's policy terms and conditions largely
conform to those offered by other insurers in the German market. While the
German Property-Casualty Group does seek to develop new policy types, given its
position as the market leader in the German property-casualty insurance market,
any competitive advantage gained by the introduction of new policy types tends
to be short-lived, as competitors introduce equivalent forms of coverage.
In all of our German business lines, policy persistency is an important
factor in our profitability. Accordingly, we seek to ensure that our
policyholders maintain their policies in force with us for long periods of time.
Based on German industry statistics, we believe that our persistency rates are
generally higher than those of most other German companies. In the
property-casualty area, we have found that customers with multiple policies with
us generally keep their policies in force for longer periods of time.
Accordingly, the German Property-Casualty Group provides its customers with
substantial discounts to the extent they hold multiple Allianz insurance
policies. We estimate that currently more than 50% of the German
Property-Casualty Group's German personal lines customers have more than one
Allianz policy in force.
While our insurance operations in Germany generally operate on a
decentralized basis through separate operating entities, many of our products in
Germany are distributed through common or overlapping distribution systems. The
importance of these distribution channels varies by type of business. For the
German Property-Casualty Group's personal and commercial lines, the network of
full-time tied agents is our most important distribution channel. For industrial
lines, the brokerage channel predominates. In connection with our acquisition of
Dresdner Bank in 2001, we have placed approximately 1,020 insurance specialists
to sell both life insurance products and property-casualty insurance products at
Dresdner Bank branches throughout Germany at December 31, 2003. The relative
importance of each of these distribution channels also varies by region and by
product mix.
The following sets forth certain key data concerning our German insurance
distribution systems as they related to property-casualty insurance at and for
the year ended December 31, 2003:
% OF 2003
PROPERTY-CASUALTY
NUMBER(1) PREMIUMS
--------- -----------------
Full-time tied agents..................................... 11,487 65.8
Part-time tied agents..................................... 43,717 6.3
Brokers................................................... 6,157 13.7
Banks..................................................... 2,440(2) 3.4
Other(3).................................................. -- 10.8
------ -----
Total................................................... -- 100.0
====== =====
---------------
(1) Represents the total number in Germany for all Allianz Group segments.
(2) Represents the number of German branches at Dresdner Bank (783),
Oldenburgische Landesbank (177), Reuschel Bank (10), and at unaffiliated
banks, comprising Volks- und Raiffeisenbanken (1,463) and
49
Industrie Kredit-Bank (7), with which we have distribution agreements
covering our property-casualty and life/health insurance products.
(3) Includes all Allianz Group employees in Germany, who are able to sell
Allianz policies.
In our German property-casualty insurance business, we distribute our
products primarily through a network of self-employed, full-time tied agents. We
believe that our network of tied agents is the largest full-time insurance sales
force in Europe. These agents, who have an average of more than ten years'
experience selling Allianz products, receive a full range of support from the
Allianz Group, from initial support in establishing an office and a portfolio to
pension benefits based upon the volume and product mix of their portfolios.
Apart from pension provisions, agent compensation is based primarily on volume,
although we also utilize a number of incentive schemes to encourage sales of
strategically more important policy types. Our full-time tied agents follow
centralized underwriting and pricing guidelines, allowing us to carefully
segment and monitor our German book of business.
ALLIANZ AG
Allianz AG, the parent company of the Allianz Group, acts as the Allianz
Group's reinsurer for almost all of our insurance operations, other than
international industrial reinsurance. In addition, Allianz AG assumes a
relatively small amount of reinsurance from non-Allianz Group companies. Each
subsidiary is able to place reinsurance directly with reinsurers other than
Allianz AG, but Allianz AG has a preferred partnership with respect to
reinsurance cessions of its subsidiaries based on ordinary market terms and
conditions. For the years ended December 31, 2003, 2002 and 2001, Allianz AG
assumed 39.1%, 39.4% and 41.5%, respectively, of all reinsurance ceded by
Allianz Group companies.
While the Allianz Group remains liable as a primary insurer notwithstanding
the ceding of reinsurance to third parties, our evaluation criteria, which
include the claims-paying and debt ratings, capital and surplus levels, and
marketplace reputation of our reinsurers, are such that we believe any risks of
collectibility to which we are exposed are not significant, and historically
Allianz Group companies have not experienced difficulty in collecting from their
reinsurers. Munich Re is our primary outside reinsurer. For the fiscal years
ended December 31, 2003, 2002 and 2001, the Munich Re Group assumed E2,250
million, E2,300 million and E2,400 million in written premiums from us,
representing 33.9%, 31.3% and 30.6%, respectively, of our total written premiums
ceded to reinsurers. See Note 11 and 41 to the consolidated financial statements
for further information.
The following table sets forth ceded written premiums ceded by the Allianz
Group to the Munich Re Group and other reinsurers for the years indicated:
YEAR ENDED DECEMBER 31,
---------------------------------------------
2003 2002 2001
------------- ------------- -------------
E % E % E %
----- ----- ----- ----- ----- -----
(E IN MILLIONS)
Munich Re Group......................... 2,250 33.9 2,300 31.3 2,400 30.6
Other Reinsurers........................ 4,394 66.1 5,057 68.7 5,438 69.4
----- ----- ----- ----- ----- -----
Total................................. 6,644 100.0 7,357 100.0 7,838 100.0
===== ===== ===== ===== ===== =====
Allianz AG acts as the primary reinsurer of our German property-casualty
subsidiaries, other than our credit insurance subsidiary, Euler Hermes, and our
international industrial reinsurance unit, Allianz Global Risks Re, for which
Munich Re is the primary reinsurer. See "-- Specialty Lines Description of
Business -- Allianz Global Risks Ruckversicherungs-AG." In the life/health area,
Allianz AG and Munich Re each assume 50% of the reinsurance ceded by Allianz
Lebensversicherungs-AG, the main operating company for our German life insurance
operations. Outside of Germany, Allianz AG acts as a reinsurer of Allianz Group
subsidiaries, with a preferred partnership on all business ceded, and provides
centralized advice to subsidiaries on structuring their own reinsurance
programs, establishing lists of permitted reinsurers, and monitoring aggregate
exposures to catastrophes and other events.
50
The following table sets forth the reinsurance assumed by Allianz AG by
gross premiums written for the years shown:
YEAR ENDED DECEMBER 31,
------------------------
2003 2002 2001
------ ------ ------
(E IN MILLIONS)
From German Property-Casualty Group subsidiaries............ 2,909 3,028 3,024
From German life/health subsidiaries........................ 589 638 539
From Euler Hermes........................................... 173 155 107
From other subsidiaries..................................... 1,161 1,190 1,170
----- ----- -----
Subtotal.................................................. 4,832 5,011 4,840
From non-Allianz Group companies............................ 653 589 847
----- ----- -----
Total..................................................... 5,485 5,600 5,687
===== ===== =====
Allianz AG writes a limited amount of third-party reinsurance, with
premiums totaling E653 million in 2003, E589 million in 2002 and E847 million in
2001. Other than Munich Re Group, which represented E301 million, E240 million
and E511 million, or 46.1%, 40.7% and 60.3% of Allianz AG's third-party assumed
reinsurance in 2003, 2002 and 2001, respectively, no single third party
accounted for any significant amount of reinsurance assumed in such years. See
"Major Shareholders and Related Party Transactions."
RESULTS OF OPERATIONS
The following table shows key financial data for our German
property-casualty operations. Gross premiums written and earnings after taxes
and before goodwill amortization by operating company are presented before
consolidation adjustments representing the elimination of transactions between
Allianz Group companies in different countries and different segments.
GERMANY -- PROPERTY-CASUALTY: KEY DATA
YEAR ENDED DECEMBER 31,
---------------------------------------------------------------------------
2003 2002 2001
----------------------- ----------------------- -----------------------
EARNINGS EARNINGS EARNINGS
AFTER TAXES AFTER TAXES AFTER TAXES
GROSS AND BEFORE GROSS AND BEFORE GROSS AND BEFORE
PREMIUMS GOODWILL PREMIUMS GOODWILL PREMIUMS GOODWILL
WRITTEN AMORTIZATION WRITTEN AMORTIZATION WRITTEN AMORTIZATION
-------- ------------ -------- ------------ -------- ------------
(E IN MILLIONS)
German Property-Casualty
Group................... 10,109 586 9,782 1,869 10,075 1,660
Allianz AG................ 5,485 4,829 5,600 9,360(1) 5,687 2,516
Consolidation
adjustments............. (2,948) (1,176) (3,068) (2,161) (3,118) (403)
------ ------ ------ ------ ------ -----
Total..................... 12,646 4,239 12,314 9,068 12,644 3,773
====== ====== ====== ====== ====== =====
---------------
(1) Includes significant investment related results. See "-- Property-Casualty
Insurance Operations -- Year Ended December 31, 2002 Compared to Year Ended
December 31, 2001 -- Net Income."
51
The following table shows the composition of the German Property-Casualty
Group's gross premiums written by product line for each of the years shown:
GERMAN PROPERTY-CASUALTY GROUP: GROSS PREMIUMS WRITTEN BY LINE OF BUSINESS(1)
YEAR ENDED DECEMBER 31,
---------------------------------------------
2003 2002 2001
------------- ------------- -------------
E % E % E %
----- ----- ----- ----- ----- -----
(E IN MILLIONS, EXCEPT % DATA)
Automobile liability.................... 2,401 24.0 2,376 24.7 2,330 23.9
Fire and property(2).................... 1,584 15.9 1,528 15.9 1,514 15.5
Other automobile........................ 1,562 15.6 1,481 15.4 1,468 15.0
Personal accident....................... 1,497 15.0 1,440 14.9 1,401 14.4
Liability(3)............................ 1,264 12.7 1,209 12.6 1,293 13.3
Legal Expense........................... 394 3.9 384 3.9 382 3.9
Transport and aviation(4)............... 79 0.8 70 0.7 259 2.7
Other(5)................................ 1,205 12.1 1,148 11.9 1,102 11.3
----- ----- ----- ----- ----- -----
Total................................. 9,986 100.0 9,636 100.0 9,749 100.0
===== ===== ===== ===== ===== =====
---------------
(1) Does not reflect business assumed through reinsurance operations in the
amount of E123 million in 2003, E146 million in 2002 and E326 million in
2001.
(2) Includes fire, household goods, building and other property insurance.
(3) Excludes aviation liability insurance with effect from January 1, 2002 due
to the transfer of our aviation insurance activities into our specialty
line, Marine and Aviation (see "-- Specialty Lines -- Description of
Business -- Marine and Aviation").
(4) Includes only commercial transport insurance with effect from January 1,
2002, due to the transfer of our industrial transport and aviation insurance
activities into our specialty line, Marine and Aviation (see "-- Specialty
Lines -- Description of Business -- Marine and Aviation").
(5) Includes multi-line policies with individual customers in the former German
Democratic Republic that were acquired through the acquisition of Deutsche
Versicherungs-AG, as well as commercial multi-line property insurance.
YEAR ENDED DECEMBER 31, 2003 COMPARED TO YEAR ENDED DECEMBER 31, 2002
Gross Premiums Written. Property-casualty gross premiums written in 2003
were E12,646 million, an increase of E332 million, or 2.7%, from 2002 levels of
E12,314 million, reflecting growth in almost all lines of business, in
particular automobile insurance. Growth in our automobile insurance line
resulted mainly from rate increases and the increase of our share in the
business contracted through the insurance service company of a large automobile
group in Germany, offset in part by a more selective underwriting policy.
Automobile liability and other automobile gross premiums written in Germany
increased by E106 million, or 2.7%, to E3,963 in 2003 from E3,857 million in
2002, due primarily to rate increases and the increase of our share in the
business contracted through the insurance service company of a large automobile
group in Germany, offset in part by a more selective underwriting policy. The
number of vehicles insured decreased to 8.80 million in 2003 from 8.97 million
in 2002. Fire and property gross premiums written in Germany increased by E56
million, or 3.7%, to E1,584 million in 2003 from E1,528 million in 2002,
primarily as a result of the introduction of multi-coverage fire and property
policies to replace the existing single coverage policies. Personal accident
gross premiums written increased by E57 million, or 4.0%, to E1,497 million in
2003 from E1,440 million in 2002, due primarily to continuing increases in new
business. Liability gross premiums written increased by E55 million, or 4.5%, to
E1,264 million in 2003 from E1,209 million in 2002, reflecting primarily rate
increases. Premiums in our other lines of insurance increased by 4.9% due to the
replacement of single-coverage policies by multi-coverage policies. Reinsurance
assumed
52
by the German Property-Casualty Group decreased by E23 million, or 15.8%, to
E123 million in 2003 from E146 million in 2002, resulting from the German
aviation reinsurance business.
Reinsurance assumed by Allianz AG decreased by E115 million, or 2.1%, to
E5,485 million in 2003 from E5,600 million in 2002, reflecting primarily an
increase in the self-retention of companies in the German Property-Casualty
Group, which led to a reduction in reinsurance ceded to Allianz AG. The decrease
was offset in part by increased gross premiums written from expanded reinsurance
relationships.
Earnings After Taxes and Before Goodwill Amortization. In Germany,
property-casualty earnings after taxes and before goodwill amortization
decreased by E4,829 million, or 53.3%, to E4,239 million in 2003 from E9,068
million in 2002. The decrease was due primarily to decreased investment results,
reflecting the high levels of realized gains and intercompany transactions in
2002. The gains on intercompany transactions were eliminated at the Allianz
Group level. See "-- Year Ended December 31, 2002 Compared to Year Ended
December 31, 2001 -- Net Income." Investment results in 2003 reflected realized
gains of E2,839 million and E936 million on the sales of our shareholding in
Beiersdorf AG in December 2003 and Munich Re in 2003, respectively, and of other
equity investments, as well as of intercompany transactions, including E342
million from the transfer of International Reinsurance Company S.A., Luxembourg,
from Allianz AG to Allianz Europe Limited. The gains on intercompany
transactions were eliminated at the Allianz Group level. Underwriting results
also improved in 2003 due to rate increases as well as a lower level of large
claims compared to 2002. Total net insurance benefits in Germany decreased by
E485 million, or 6.1%, to E7,453 million in 2003 from E7,938 million in 2002,
reflecting primarily the high levels of net insurance benefits in 2002, as well
as reduced large claims and decreased claims in our automobile liability,
property and other automobile lines. The loss ratio decreased to 71.4% in 2003
from 74.2% in 2002, reflecting primarily the decrease in claims in comparison to
2002 and increased net premiums earned. The expense ratio decreased to 25.7% in
2003 from 28.3% in 2002, due primarily to a reduction of administrative expenses
and distribution costs, particularly at our administrative headquarters, in
comparison to 2002, which reflected expenses incurred in connection with the
build-out and integration of the distribution capacities of the Allianz Group
and Dresdner Bank Group.
YEAR ENDED DECEMBER 31, 2002 COMPARED TO YEAR ENDED DECEMBER 31, 2001
Gross Premiums Written. Property-casualty gross premiums written in 2002
were E12,314 million, a decrease of E330 million, or 2.6%, from 2001 levels of
E12,644 million, reflecting primarily the transfers effective January 1, 2002 of
our marine, aviation and industrial transport business into Allianz Marine &
Aviation, our separately reporting marine and aviation specialty line (see
"-- Specialty Lines -- Description of Business -- Marine and Aviation") and of
our international industrial reinsurance activities from Allianz AG to Allianz
Global Risks Re, our separately reporting international industrial reinsurance
specialty line (see "-- Specialty Lines -- Description of Business Allianz
Global Risks Ruckversicherungs-AG"). This decrease was offset in part by
increases in gross premiums written in our automobile and other lines due to
rate increases.
Automobile liability and other automobile gross premiums written in Germany
increased by E59 million, or 1.6%, to E3,857 in 2002 from E3,798 million in
2001, due primarily to rate increases, offset in part by a more selective
underwriting policy. The number of vehicles insured decreased slightly to 8.97
million in 2002 from 9.17 million in 2001. Fire and property gross premiums
written in Germany increased by E14 million, or 0.9%, to E1,528 million in 2002
from E1,514 million in 2001, primarily as a result of increases in residential
fire insurance and other property insurance. Personal accident gross premiums
written increased by E39 million, or 2.8%, to E1,440 million in 2002 from E1,401
million in 2001, due primarily to continuing increases in new business.
Liability gross premiums written decreased by E84 million, or 6.5%, to E1,209
million in 2002 from E1,293 million in 2001, reflecting primarily the transfer
of our aviation liability business to our marine and aviation specialty line
(see "-- Specialty Lines -- Description of Business -- Marine and Aviation"),
continued strong competition in commercial liability lines and portfolio review
measures in our large industrial and corporate lines. Reinsurance assumed by the
German Property-Casualty Group decreased by E180 million, or 55.2%, to E146
million in 2002 from E326 million in 2001, reflecting
53
primarily the transfer of our marine, aviation and industrial transport business
into our marine and aviation specialty line. Premiums in our other lines of
insurance showed slight increases from 2001 levels.
Reinsurance assumed by Allianz AG decreased by E87 million, or 1.5%, to
E5,600 million in 2002 from E5,687 million in 2001, reflecting primarily the
transfer effective January 1, 2002 of our international industrial reinsurance
activities from Allianz AG into Allianz Global Risks Re, a decrease in
reinsurance assumed from Munich Re Group related to the restructuring of the
respective shareholdings of Allianz AG and Munich Re in certain jointly owned
subsidiaries and affiliates in 2002 and a market-wide shift from proportional to
non-proportional reinsurance coverage. See "Major Shareholders and Related Party
Transactions -- Related Party Transactions -- Munchener
Ruckversicherungs-Gesellschaft Aktiengesellschaft." The decrease was offset in
part by strong rate increases in almost all lines of business and increased
gross premiums written from expanded reinsurance relationships, predominantly
with Allianz Group companies outside of Germany.
Earnings After Taxes and Before Goodwill Amortization. In Germany,
property-casualty earnings after taxes and before goodwill amortization
increased by E5,295 million, or 140.3%, to E9,068 million in 2002 from E3,773
million in 2001. The increase was due primarily to increased investment results,
including realized gains of E1,886 million from sales of Munich Re shares and
approximately E1,100 million from sales of Vodafone AG shares, as well as
realized gains from the sale of other shareholdings in the Allianz Group's
German equity portfolio. We also recorded significant income from intercompany
transactions, including realized gains of E3,332 million from the transfer of
Munich Re shares from Allianz AG to Dresdner Bank, dividend income of E382
million from Dresdner Bank and E224 million from the sale of Vereinte
Lebensversicherung AG from Vereinte Versicherung AG to Allianz Leben. The gains
on these intercompany transactions were eliminated at the Allianz Group level.
Total net insurance benefits in Germany decreased by E167 million, or 2.1%, to
E7,938 million in 2002 from E8,105 million in 2001, due primarily to the
transfers effective January 1, 2002 of our international industrial reinsurance
and marine, aviation and industrial transport activities into our international
industrial reinsurance and marine and aviation specialty lines, respectively.
The decrease in net insurance benefits in Germany in 2002 also reflected
decreased reinsurance claims at Allianz AG in comparison to the high level of
net insurance benefits in 2001, which reflected claims from the terrorist attack
of September 11, 2001. The decrease was partially offset by a substantial
increase in natural catastrophe claims, including approximately E490 million in
net claims related to flooding in Germany and Central and Eastern Europe in July
and August 2002, as well as additional net claims related to Hurricane Isidore
in Mexico in September 2002 (E25 million) and the windstorm "Jeanett" in Western
Europe in October 2002 (E134 million). The loss ratio decreased to 74.2% in 2002
from 76.2% in 2001, reflecting primarily the decrease in claims in comparison to
2001 and the transfers of our industrial reinsurance and marine, aviation and
transport activities into our industrial reinsurance and marine and aviation
specialty lines, respectively. The expense ratio increased to 28.3% in 2002 from
26.8% in 2001, due primarily to increased personnel costs relating to employee
pensions and expenses incurred in connection with the build-out and integration
of distribution capacities of the Allianz Group and the Dresdner Bank Group.
REST OF EUROPE
DESCRIPTION OF BUSINESS
The Rest of Europe is, in the aggregate, our largest market for
property-casualty insurance. As a percentage of our total property-casualty
gross premiums written worldwide, the Rest of Europe accounted for of 46.1% in
2003, 44.4% in 2002 and 44.8% in 2001.
We conduct our property-casualty insurance operations in the Rest of Europe
through five main groups of operating companies in France, Italy, the United
Kingdom, Switzerland and Spain. In the remainder of the Rest of Europe, we
operate through approximately 35 Allianz subsidiaries in more than 17 other
European countries. The property-casualty insurance products we offer in the
Rest of Europe are in each case generally similar to those we offer in Germany.
France. We conduct our property-casualty insurance operations in France
through Assurances Generales de France (or AGF, and together with its
subsidiaries, the AGF Group). The AGF Group is the third-largest
54
property-casualty insurance provider in France as measured by gross premiums
written in 2003. The primary property-casualty insurance products which we offer
in France are automobile, property, injury and liability for both individual and
corporate customers. As of December 31, 2003, we held 58.5% of the share capital
of AGF (or 63.5% after deduction of own shares held by AGF), with the remainder
being publicly traded in France. We distribute our property-casualty products
and services in France primarily through a network of general agents and
brokers. We also utilize bancassurance and other direct sales channels.
Italy. We conduct our property-casualty insurance operations in Italy
primarily through Riunione Adriatica di Sicurta (or RAS, and together with its
subsidiaries, the RAS Group) and Lloyd Adriatico, which we refer to together
with our other Italian subsidiaries as our "Italian Subsidiaries." Taken
together, the Italian Subsidiaries are the third-largest property-casualty
insurer in the Italian market as measured by gross premiums written in 2003. The
RAS Group operates in all personal and commercial property-casualty lines
throughout Italy, while Lloyd Adriatico underwrites mainly personal lines. As of
December 31, 2003, we held 55.5% of the voting rights of RAS, with the remainder
being publicly traded in Italy, and 99.7% of the share capital of Lloyd
Adriatico. The Italian Subsidiaries distribute our property-casualty products
and services primarily through an extensive network of general agents, brokers
and through Internet and telephone-based direct sales channels.
United Kingdom. We are the sixth-largest provider of property-casualty
insurance in the United Kingdom as measured by gross premiums written in 2003.
We operate our property-casualty insurance business in the United Kingdom
primarily through our wholly owned subsidiary Allianz Cornhill Insurance plc (or
Allianz Cornhill). The primary property-casualty insurance products that Allianz
Cornhill offers in the United Kingdom are generally similar to those offered by
the German Property-Casualty Group in Germany. In addition, we sell a number of
specialty products in the United Kingdom, including extended warranty and pet
insurance. We distribute our property-casualty products and services in the
United Kingdom through a range of distribution channels, including brokers and
various product specific distribution channels, including affinity groups.
Switzerland. We are the fourth-largest provider of property-casualty
insurance in Switzerland as measured by gross premiums written in 2003, not
including travel insurance. We conduct our property-casualty insurance
operations in Switzerland primarily through the Allianz Suisse
Versicherungsgesellschaft and its subsidiaries, which together we refer to as
our "Swiss Property-Casualty Subsidiaries." The Swiss Property-Casualty
Subsidiaries handle our lines of property-casualty insurance in Switzerland
other than travel insurance. In addition, our wholly owned subsidiary Allianz
Risk Transfer (or ART) sells conventional reinsurance as well as a variety of
alternative risk transfer products for corporate customers worldwide. Our travel
and assistance insurance subsidiary Mondial Assistance Group operates and is
managed on a global basis and is discussed separately (see "-- Specialty
Lines"). The Swiss Property-Casualty Subsidiaries and ART distribute our
products and services through a wide range of tied and general agents, and also
through brokers, bancassurance and other direct channels.
Spain. We are the second-largest provider of property-casualty insurance
in Spain as measured by gross premiums written in 2003. We serve the Spanish
property-casualty insurance market through Allianz Compania de Seguros (Allianz
Spain), and Fenix Directo. Allianz Spain has headquarters in Madrid and
Barcelona, with regional offices throughout Spain. Allianz Spain offers a wide
variety of traditional personal and commercial property-casualty insurance
products, with an emphasis on automobile insurance. Allianz Spain distributes
its products through agents, brokers and direct distribution channels.
Netherlands. Our most important subsidiary in the Netherlands is Allianz
Nederland Verzekeringsgroep. Our most important products are automobile and fire
insurance. Our Netherlands subsidiaries distribute their products through
independent agents and brokers.
Austria. Allianz Elementar offers a broad range of property-casualty and
health insurance products to individual and group customers in Austria. We
distribute our property-casualty products in Austria primarily through employee
agents, tied agents and brokers.
55
Ireland. Our subsidiary Allianz Irish Life offers a wide variety of
traditional property-casualty insurance products, including mainly automobile
and commercial/industrial lines. Allianz Irish Life Holdings distributes its
products primarily through brokers, and to a lesser extent through agents and
banks as well as through telephone-based direct sales channels.
Belgium. We conduct our property-casualty insurance business in Belgium
primarily through AGF Belgium Insurance and Euler Hermes Credit Insurance
Belgium, S.A. (N.V.). Our primary emphasis is on industrial insurance. We also
have a significant position in the market in automobile insurance. We distribute
our property-casualty products in Belgium mainly through brokers.
Other. In addition, we have property-casualty insurance operations in
Hungary, Slovakia, Portugal, the Czech Republic, Luxembourg, Poland, Romania,
Greece, Bulgaria, Croatia and Russia. Except for Poland, we are one of the top
three insurers in the Central- and Eastern European markets, and in Hungary,
Slovakia and Bulgaria we are the largest insurer by market share. The primary
products sold in these countries are mandatory third-party liability coverage
and related additional coverage. We expect further increases in
property-casualty gross premiums written as we work to build up our sales
organization and exploit other synergies in our insurance operations in the rest
of Europe. With Hungary, Poland, the Czech Republic and Slovakia having joined
the European Union on May 1, 2004, we expect our business prospects for the
coming years to be even more promising.
RESULTS OF OPERATIONS
The following table shows key financial data for our Rest of Europe
property-casualty operations. Consistent with our general practice, gross
premiums written and earnings after taxes and before goodwill amortization by
geographic region are presented before consolidation adjustments representing
the elimination of transactions between Allianz Group companies in different
countries and different segments.
REST OF EUROPE -- PROPERTY-CASUALTY: KEY DATA
YEAR ENDED DECEMBER 31,
---------------------------------------------------------------------------
2003 2002 2001
----------------------- ----------------------- -----------------------
EARNINGS EARNINGS EARNINGS
AFTER TAXES AFTER TAXES AFTER TAXES
GROSS AND BEFORE GROSS AND BEFORE GROSS AND BEFORE
PREMIUMS GOODWILL PREMIUMS GOODWILL PREMIUMS GOODWILL
WRITTEN AMORTIZATION WRITTEN AMORTIZATION WRITTEN AMORTIZATION
-------- ------------ -------- ------------ -------- ------------
(E IN MILLIONS)
France.................... 5,367 321 4,941(1) 371 5,392 31
Italy..................... 5,117 474 4,939 893 4,585 487
United Kingdom............ 2,538 206 2,711 256 2,507 94
Switzerland............... 1,742 60 1,747 62 1,750 155
Spain..................... 1,681 96 1,490 62 1,278 32
Other..................... 5,262 604 4,836 418 4,256 402
Consolidation
adjustments............. (211) (225) (170) (173) (162) (353)
------ ----- ------ ----- ------ ----
Total................... 21,496 1,536 20,494 1,889 19,606 848
====== ===== ====== ===== ====== ====
---------------
(1) Reflects the transfer, effective January 1, 2002 of our French marine,
aviation and industrial transport business to our marine and aviation
specialty line. See "-- Specialty Lines -- Description of Business -- Marine
and Aviation."
56
OTHER REST OF EUROPE -- PROPERTY-CASUALTY: KEY DATA
YEAR ENDED DECEMBER 31,
---------------------------------------------------------------------------
2003 2002 2001
----------------------- ----------------------- -----------------------
EARNINGS EARNINGS EARNINGS
AFTER TAXES AFTER TAXES AFTER TAXES
GROSS AND BEFORE GROSS AND BEFORE GROSS AND BEFORE
PREMIUMS GOODWILL PREMIUMS GOODWILL PREMIUMS GOODWILL
WRITTEN AMORTIZATION WRITTEN AMORTIZATION WRITTEN AMORTIZATION
-------- ------------ -------- ------------ -------- ------------
(E IN MILLIONS)
Netherlands............... 1,093 454 1,023 284 873 284
Austria................... 906 32 852 (36) 844 16
Ireland................... 856 102 860 168 738 (4)
Belgium................... 374 59 362 (65) 391 8
Portugal.................. 305 7 263 (19) 235 --
Luxembourg................ 142 (145) 194 35 176 92
Greece.................... 75 (2) 66 2 62 (11)
----- ---- ----- --- ----- ---
Western and Southern
Europe............... 3,751 507 3,620 369 3,319 385
----- ---- ----- --- ----- ---
Hungary................... 546 54 511 35 411 31
Slovakia.................. 324 5 158 (7) 45 4
Czech Republic............ 227 5 213 (10) 173 (10)
Poland.................... 158 7 128 14 137 (11)
Romania................... 131 14 93 5 71 2
Bulgaria.................. 64 10 56 10 45 8
Croatia................... 40 0 38 1 37 (4)
Russia.................... 20 2 17 1 18 (3)
Cyprus.................... 1 -- 2 -- -- --
----- ---- ----- --- ----- ---
Central and Eastern
Europe............... 1,511 97 1,216 49 937 17
----- ---- ----- --- ----- ---
Total................... 5,262 604 4,836 418 4,256 402
===== ==== ===== === ===== ===
YEAR ENDED DECEMBER 31, 2003 COMPARED TO YEAR ENDED DECEMBER 31, 2002
Gross Premiums Written. In Rest of Europe, property-casualty gross
premiums written increased by E1,002 million, or 4.9%, to E21,496 million in
2003 from E20,494 million in 2002. This increase reflected growth in gross
premiums written in most of our primary property-casualty markets in Rest of
Europe, especially France, Spain and Italy, due primarily to rate increases in a
number of lines and increased efficiency of distribution channels, as well as in
our growth in our property-casualty operations in Central and Eastern Europe.
The increase was offset in part by negative effects of exchange rate movements,
particularly in the United Kingdom.
Earnings After Taxes and Before Goodwill Amortization. Property-casualty
earnings after taxes and before goodwill amortization in Rest of Europe
decreased by E353 million, or 18.7%, to E1,536 million in 2003 from E1,889
million in 2002, primarily as a result of decreased investment results, in
particular in Italy, reflecting the high levels of realized gains in 2002. See
"-- Year Ended December 31, 2002 Compared to Year Ended December 31,
2001 -- Earnings After Taxes and Before Goodwill Amortization." The decrease was
partially offset by improved underwriting results in our major Rest of Europe
markets. Net insurance benefits in Rest of Europe decreased by E307 million, or
2.3%, to E13,492 million in 2003 from E13,185 million in 2002, while net
premiums earned increased by 5.6% to E18,063 million in 2003 from E17,108
million in 2002. The loss ratio in Rest of Europe decreased to 73.6% in 2003
from 76.8% in 2002,
57
reflecting the decrease in net insurance benefits coupled with the increase in
net premiums earned. The expense ratio decreased to 24.1% in 2003 from 24.6% in
2002.
The following table sets forth net loss, expense and combined ratio
information for our property-casualty operations in the Rest of Europe by
geographic area for the years 2003 and 2002:
YEAR ENDED DECEMBER 31, 2003
--------------------------------------------------------------
UNITED
FRANCE ITALY KINGDOM SWITZERLAND SPAIN OTHER TOTAL
------ ----- ------- ----------- ----- ----- -----
Loss ratio...................... 79.8% 70.9% 67.1% 71.0% 75.9% 73.3% 73.6%
Expense ratio................... 24.4% 22.9% 29.0% 25.3% 19.6% 23.9% 24.1%
Combined ratio.................. 104.2% 93.8% 96.1% 96.3% 95.5% 97.2% 97.7%
YEAR ENDED DECEMBER 31, 2002
--------------------------------------------------------------
UNITED
FRANCE ITALY KINGDOM SWITZERLAND SPAIN OTHER TOTAL
------ ----- ------- ----------- ----- ----- -----
Loss ratio...................... 84.5% 74.8% 68.1% 70.3% 77.0% 77.9% 76.8%
Expense ratio................... 26.4% 22.7% 30.0% 23.8% 20.6% 24.0% 24.6%
Combined ratio.................. 110.9% 97.5% 98.1% 94.1% 97.6% 101.9% 101.4%
France. In France, property-casualty gross premiums written increased by
E426 million, or 8.6%, to E5,367 million in 2003 from E4,941 million in 2002,
reflecting primarily substantial rate increases in all lines of business,
particularly in our large industrial business and commercial property and
liability lines. In the individual lines, gross premiums written increased due
primarily to rate increases in our automobile and household insurance lines,
while overall portfolio volumes remained roughly stable. Our distribution
arrangement with Credit Lyonnais continued to contribute to the increase in
individual lines and remains exclusive until 2009.
Earnings after taxes and before goodwill amortization decreased by E50
million, or 13.5%, to E321 million in 2003 from E371 million in 2002. The
decrease resulted primarily from impairments recorded on investment securities
and higher tax charges, offset in part by improved underwriting results and a
realized gain of E246 million from the sale of our shareholding in Credit
Lyonnais in the second quarter of 2003. Our loss ratio in France improved to
79.8% in 2003 from 84.5% in 2002, largely due to increased earned premiums
reflecting rate increases and reduced claims attributable to a stricter
underwriting policy. Our expense ratio improved to 24.4% in 2003 from 26.4% in
2002 primarily as a result of streamlining of our information technology
operations and reduced administrative expenses.
Italy. In Italy, property-casualty gross premiums written were E5,117
million in 2003, an increase of E178 million, or 3.6%, from E4,939 million in
2002, due primarily to an increase in automobile and general liability premiums.
Automobile premiums increased by E145 million, or 4.5%, in 2003, reflecting rate
increases in the Italian market and an increase in the number of vehicles
insured. General liability premiums increased by E39 million, or 11.4%, in 2003,
reflecting primarily substantial rate increases in the Italian commercial and
corporate clients market as well as growth in new business, despite a selective
underwriting policy and portfolio review measures. We saw moderate increases in
our other main lines of business, including fire and personal accident, while
our health premiums decreased due to the termination of unprofitable group
contracts.
Earnings after taxes and before goodwill amortization decreased by E419
million, or 46.9%, to E474 million in 2003 from E893 million in 2002, reflecting
primarily decreased investment results, despite the recovery of the stock
markets, attributable to a realized gain of E713 million recorded in 2002 in
connection with the sale of a real estate subsidiary (see "-- Year Ended
December 31, 2002 Compared to Year Ended December 31, 2001 -- Italy") and
writedowns on investments in 2003. The decrease in earnings after taxes and
before goodwill amortization was offset in part by improved underwriting results
reflecting lower net claims, as well as a realized gain of E58 million in
connection with the disposition of a derivative financial instrument that was
used to hedge an investment but did not qualify for hedge accounting. The loss
ratio decreased to 70.9% in 2003 from 74.8% in 2002, reflecting the overall
reduction in claim frequency,
58
particularly in the automobile line, due to a more selective underwriting policy
in recent years, portfolio review measures and the introduction of a more
stringent points-based regulation of drivers' licenses in Italy.
United Kingdom. In the United Kingdom, property-casualty gross premiums
written decreased by E173 million, or 6.4%, to E2,538 million in 2003 from
E2,711 million in 2002 as a result of the negative effects of exchange rate
movements (E249 million), offset in part by increases in almost all of our
business lines, but particularly in commercial lines, due to increased business
volume and increased premium rates.
Earnings after taxes and before goodwill amortization decreased by E50
million, or 19.5% to E206 million in 2003 from E256 million in 2002, due
primarily to the negative effects of exchange rate movements (E30 million).
Excluding the effects of exchange rate movements, earnings after taxes and
before goodwill amortization decreased by 7.8%, attributable to lower realized
gains on investments and higher tax charges, offset in part by improved
underwriting results reflecting increased rates and a lower level of major claim
events. The loss ratio improved to 67.1% in 2003 from 68.1% in 2002, reflecting
the comparatively lower decrease in net premiums earned as well as the absence
of major claim events.
Switzerland. In Switzerland, property-casualty gross premiums written
decreased slightly to E1,742 million in 2003, compared with E1,747 million in
2002, due primarily to decreased premiums at ART and in our accident and health
lines, offset in part by increased premiums in our automobile line and
reinsurance business assumed. An additional approximately E34 million was
attributable to the negative effect of exchange rate movements.
Earnings after taxes and before goodwill amortization decreased by E2
million, or 3.2%, to E60 million in 2003 from E62 million in 2002, reflecting
primarily a E32 million writeoff of deferred tax assets, offset by improved
investment results. The loss ratio increased to 71.0% in 2003 from 70.3% in 2002
due to increased losses in the ART business, offset in part by a more favorable
loss experience and portfolio review in our health and accident insurance lines.
The expense ratio increased to 25.3% in 2003 from 23.8% in 2002, primarily due
to higher commissions in the ART business as well as costs incurred in
connection with the acquisition and implementation of new information technology
systems to improve our operational workflow.
Spain. In Spain, property-casualty gross premiums written increased by
E191 million, or 12.8%, to E1,681 million in 2003 from E1,490 million in 2002,
as a result of increased sales in all lines of business, particularly automobile
lines, where gross premiums written increased by E129 million, or 12.8%. The
increased sales resulted primarily from new business in our automobile lines as
well as a reduction in our cancellation rate.
Earnings after taxes and before goodwill amortization increased by E34
million, or 56.8%, to E96 million in 2003 from E62 million in 2002. The increase
reflected primarily improved underwriting and investment results. The loss ratio
improved slightly to 75.9% in 2003 from 77.0% in 2002, due primarily to
increased premium income, offset in part by an increase in claims frequency in
the automobile line. The expense ratio also improved to 19.6% in 2003 from 20.6%
in 2002, due to proportionately lower underwriting expenses as a result of cost
reduction measures.
Other. Property-casualty gross premiums written in Rest of Europe
countries other than France, Italy, Switzerland, the United Kingdom and Spain
(which we refer to as Other Rest of Europe) increased by E426 million, or 8.8%,
to E5,262 million in 2003 from E4,836 million in 2002, primarily as a result of
growth in the Netherlands, Portugal, Hungary and Slovakia. Earnings after taxes
and before goodwill amortization in Other Rest of Europe increased by E186
million, or 44.5%, to E604 million in 2003 from E418 million in 2002, primarily
as a result of growth in Austria, Belgium and Hungary, offset in part by
decreased earnings after taxes and before goodwill amortization in Ireland and
Luxembourg, due primarily to a change in structure of ownership in Ireland and
security writeoffs in Luxembourg.
YEAR ENDED DECEMBER 31, 2002 COMPARED TO YEAR ENDED DECEMBER 31, 2001
Gross Premiums Written. In Rest of Europe, property-casualty gross
premiums written increased by E888 million, or 4.5%, to E20,494 million in 2002
from E19,606 million in 2001. This increase reflected
59
growth in gross premiums written in most of our primary property-casualty
markets in Rest of Europe, especially Italy, Spain and the United Kingdom, due
primarily to rate increases in a number of lines.
Earnings After Taxes and Before Goodwill Amortization. Property-casualty
earnings after taxes and before goodwill amortization in Rest of Europe
increased by E1,041 million, or 122.8%, to E1,889 million in 2002 from E848
million in 2001, primarily as a result of realized gains of E713 million on the
sale of a real estate subsidiary and E156 million on the intercompany transfer
of our property-casualty subsidiary Allianz Irish Life Holdings from Allianz
Holdings Ireland to Allianz AG, as well as improved underwriting results in our
major Rest of Europe markets. Partially offsetting the increase was a broad
decline in investment results due to weakness in the capital markets. Net
insurance benefits in Rest of Europe rose by E387 million, or 3.0%, to E13,185
million in 2002 from E12,798 million in 2001, which was less than the 6.2%
increase in net premiums earned, which increased to E17,108 million in 2002 from
E16,106 million in 2001. The loss ratio in Rest of Europe decreased to 76.8% in
2002 from 80.3% in 2001, reflecting the comparatively smaller increase in net
insurance benefits than net premiums earned. The expense ratio decreased to
24.6% in 2002 from 26.2% in 2001.
The following table sets forth net loss, expense and combined ratio
information for our property-casualty operations in the Rest of Europe by
geographic area for the years 2002 and 2001:
YEAR ENDED DECEMBER 31, 2002
----------------------------------------------------------------
UNITED
FRANCE ITALY KINGDOM SWITZERLAND SPAIN OTHER TOTAL
------ ----- ------- ----------- ----- ------ ------
Loss ratio.................. 84.5% 74.8% 68.1% 70.3% 77.0% 77.9% 76.8%
Expense ratio............... 26.4% 22.7% 30.0% 23.8% 20.6% 24.0% 24.6%
Combined ratio.............. 110.9% 97.5% 98.1% 94.1% 97.6% 101.9% 101.4%
YEAR ENDED DECEMBER 31, 2001
----------------------------------------------------------------
UNITED
FRANCE ITALY KINGDOM SWITZERLAND SPAIN OTHER TOTAL
------ ----- ------- ----------- ----- ------ ------
Loss ratio.................. 83.0% 76.7% 73.2% 79.1% 78.7% 86.1% 80.3%
Expense ratio............... 29.3% 22.5% 31.0% 26.9% 21.2% 25.7% 26.2%
Combined ratio.............. 112.3% 99.2% 104.2% 106.0% 99.9% 111.8% 106.5%
France. In France, property-casualty gross premiums written decreased by
E451 million, or 8.4%, to E4,941 million in 2002 from E5,392 million in 2001,
reflecting primarily the transfer of our French marine, aviation and transport
business effective January 1, 2002 into Allianz Marine & Aviation, our
separately reported specialty line. See "-- Specialty Lines -- Description of
Business -- Marine and Aviation." This decrease was offset in part by rate
increases in all lines of business, particularly in our large industrial
business and commercial property and liability lines. In the individual lines,
gross premiums written also increased due to rate increases and growth in new
business in our automobile insurance line. Our distribution arrangement with
Credit Lyonnais Bank continued to contribute to the increase in individual
lines.
Earnings after taxes and before goodwill amortization increased
significantly by E340 million to E371 million in 2002 from E31 million in 2001.
The increase resulted primarily from improved underwriting results attributable
to a decrease in acquisition costs and administrative expenses, realized gains
on investments, as well as a tax benefit. Our loss ratio in France worsened to
84.5% in 2002 from 83.0% in 2001, largely due to strengthening of reserves for
prior-year claims. Our expense ratio improved to 26.4% in 2002 from 29.3% in
2001 primarily as a result of streamlining of our information technology
operations.
Italy. In Italy, property-casualty gross premiums written were E4,939
million in 2002, an increase of E354 million, or 7.7%, from E4,585 million in
2001, due primarily to an increase in automobile premiums. Automobile premiums
increased by E256 million, or 8.7%, in 2002, reflecting rate increases in the
Italian market and an increase in the number of vehicles insured, despite a
selective underwriting policy. We saw moderate increases in our other main lines
of business, including fire, health and personal accident.
60
Earnings after taxes and before goodwill amortization increased by E406
million, or 83.4%, to E893 million in 2002 from E487 million in 2001, due
primarily to increased investment results reflecting a realized gain of E713
million on the sale of a real estate subsidiary, as well as improved
underwriting results reflecting lower net claims. The loss ratio decreased to
74.8% in 2002 from 76.7% in 2001, reflecting the overall reduction in claim
frequency, particularly in the automobile line, due to a more selective
underwriting policy in recent years.
United Kingdom. In the United Kingdom, property-casualty gross premiums
written increased by E204 million, or 8.1%, to E2,711 million in 2002 from
E2,507 million in 2001 as a result of increases in almost all of our business
lines, but particularly in commercial and industrial business, due primarily to
increased rates in the commercial, industrial and automobile insurance lines,
reflecting the claims experience of insurers in the United Kingdom in general.
The increase was offset in part by the negative effects of exchange rate
movements (E34 million).
Earnings after taxes and before goodwill amortization increased by E162
million, or 172.3% to E256 million in 2002 from E94 million in 2001, due
primarily to improved underwriting results reflecting increased rates and the
absence of major claim events in comparison to 2001, which reflected claims from
the terrorist attack of September 11, 2001, as well as increased realized gains
on investments due to dispositions. Net insurance benefits decreased by E24
million, or 1.8%, to E1,276 million in 2002 from E1,300 million in 2001. The
loss ratio improved to 68.1% in 2002 from 73.2% in 2001, reflecting the
comparatively greater increase in premiums as well as the absence of major claim
events.
Switzerland. In Switzerland, property-casualty gross premiums written were
largely unchanged at E1,747 million in 2002, compared with E1,750 million in
2001, due primarily to decreased premiums in our technical, health and personal
accident lines reflecting portfolio review measures, offset in part by increased
premiums at ART and in our automobile, property and liability lines as a result
of increased rates. Gross premiums written in 2002 reflected a decrease of E46
million attributable to the one-time effect of a change in our method of
recording assumed reinsurance premiums. We began recording such premiums on a
current-year basis in 2001, with the result that two years' premiums were
recorded in 2001, compared to the single-year premiums recorded in 2002. An
additional approximately E40 million was attributable to the positive effect of
exchange rate movements.
Earnings after taxes and before goodwill amortization decreased by E93
million, or 60.0%, to E62 million in 2002 from E155 million in 2001, reflecting
primarily impairments recorded on investment and realized losses on investments,
particularly equity securities, due to the weakness of the capital markets,
offset in part by improved underwriting results. The loss ratio improved to
70.3% in 2002 from 79.1% in 2001 due to more favorable loss experience and
portfolio review in our health and accident insurance lines.
Spain. In Spain, property-casualty gross premiums written increased by
E212 million, or 16.6%, to E1,490 million in 2002 from E1,278 million in 2001,
as a result of increased sales in all lines of business, particularly automobile
lines, where premium income increased by E127 million, or 14.4%. The increased
sales resulted from new business in our automobile lines and the ongoing
reorganization of our distribution channels to increase productivity and
efficiency by expanding our sales agent network and better incentivizing agents.
Earnings after taxes and before goodwill amortization increased by E30
million, or 93.8%, to E62 million in 2002 from E32 million in 2001. The increase
reflected primarily improved underwriting results and a writeup of a real estate
property in Spain, offset in part by decreased investment results. The loss
ratio improved to 77.0% in 2002 from 78.7% in 2001, due primarily to increased
premium income as a result of rate increases, together with a decrease in claims
frequency in the automobile line due to a more selective underwriting policy.
The expense ratio also improved to 20.6% in 2002 from 21.2% in 2001, due to
proportionately lower underwriting expenses as a result of cost reduction
measures.
Other. Property-casualty gross premiums written in Rest of Europe
countries other than France, Italy, Switzerland, the United Kingdom and Spain
(which we refer to as Other Rest of Europe) increased by E580 million, or 13.6%,
to E4,836 million in 2002 from E4,256 million in 2001, primarily as a result of
61
growth in the Netherlands, Ireland, Hungary and the Slovak Republic. Earnings
after taxes and before goodwill amortization in Other Rest of Europe increased
by E16 million, or 4.0%, to E418 million in 2002 from E402 million in 2001,
primarily as a result of increased earnings after taxes and before goodwill
amortization in Ireland, due primarily to a realized gain of E156 million on the
intercompany transfer of our property-casualty subsidiary Allianz Irish Life
Holdings from Allianz Holdings Ireland to Allianz AG, offset in part by
decreased earnings after taxes and before goodwill amortization in Austria and
Belgium, due primarily to decreased investment results in Austria and
deteriorating underwriting results and decreased investment results in Belgium.
NAFTA
DESCRIPTION OF BUSINESS
Our property-casualty insurance markets in the NAFTA zone are the United
States, Canada and Mexico. As a percentage of our total property-casualty gross
premiums written worldwide, the NAFTA zone accounted for 11.5%, 13.0% and 15.6%
in 2003, 2002 and 2001, respectively.
United States. Our property-casualty operations in the United States are
organized under the umbrellas of Allianz Global Risks US Insurance Company,
Burbank (formerly Allianz Insurance Co.) and Allianz of America, Inc. (or
Allianz of America). We have been present in the United States since 1977, when
we established Allianz Insurance Co., an important provider of commercial
insurance to major corporate customers, as one of our first U.S. subsidiaries.
In 1991, we acquired Fireman's Fund Insurance Company, an important personal and
commercial lines property-casualty insurance company founded in 1864. In
November 2003, we renamed Allianz Insurance Co. as Allianz Global Risks US
Insurance Company in order to reflect the principal operations of the company,
which is international industrial insurance, as well as to align with the global
brand representing our international industrial insurance business line, which
is Allianz Global Risks. Allianz of America comprises a group of companies
writing a wide variety of property-casualty lines of business. Our operations in
the United States accounted for 85.5% of our gross written property-casualty
insurance premiums in the NAFTA zone in 2003.
Other. We also conduct property-casualty operations in Canada and Mexico.
Our property-casualty products are generally similar to those we offer and sell
in the United States.
RESULTS OF OPERATIONS
The following table shows key financial data for our NAFTA zone
property-casualty operations. Consistent with our general practice, gross
premiums written and earnings after taxes and before goodwill amortization by
geographic region are presented before consolidation adjustments representing
the elimination of transactions between Allianz Group companies in different
countries and different segments.
NAFTA -- PROPERTY-CASUALTY: KEY DATA
YEAR ENDED DECEMBER 31,
---------------------------------------------------------------------------
2003 2002 2001
----------------------- ----------------------- -----------------------
EARNINGS EARNINGS EARNINGS
AFTER TAXES AFTER TAXES AFTER TAXES
GROSS AND BEFORE GROSS AND BEFORE GROSS AND BEFORE
PREMIUMS GOODWILL PREMIUMS GOODWILL PREMIUMS GOODWILL
WRITTEN AMORTIZATION WRITTEN AMORTIZATION WRITTEN AMORTIZATION
-------- ------------ -------- ------------ -------- ------------
(E IN MILLIONS)
United States............. 4,597 (121) 5,330 (938) 6,171 (986)
Canada.................... 568 14 549 (6) 539 (40)
Mexico.................... 214 12 132 -- 135 (4)
Consolidated
adjustments............. (35) -- (19) -- (23) --
----- ---- ----- ---- ----- ------
Total................... 5,344 (95) 5,992 (944) 6,822 (1,030)
===== ==== ===== ==== ===== ======
62
YEAR ENDED DECEMBER 31, 2003 COMPARED TO YEAR ENDED DECEMBER 31, 2002
Gross Premiums Written. Gross premiums written in the NAFTA zone decreased
by E648 million, or 10.8%, to E5,344 million in 2003 from E5,992 million in
2002, due primarily to decreases in the United States. Gross premiums written in
the United States decreased by E733 million, or 13.8%, to E4,597 million in 2003
from E5,330 million in 2002. Excluding the effect of exchange rate movements
(E904 million), gross premiums written in the United States increased by 3.2%,
due primarily to rate increases in all lines of business, offset in part by a
more selective underwriting policy and portfolio review measures reflecting a
renewed focus at Fireman's Fund on core business lines.
Earnings After Taxes and Before Goodwill Amortization. In the NAFTA zone,
earnings after taxes and before goodwill amortization increased by E849 million
to a loss of E95 million in 2003 from a loss of E944 million in 2002, due
primarily to significantly reduced losses in the United States. Earnings after
taxes and before goodwill amortization from property-casualty operations in the
United States increased by E817 million, to a loss of E121 million in 2003 from
a loss of E938 million in 2002, due primarily to reduced net insurance benefits
compared to 2002, which reflected asbestos and environmental reserve
strengthening measures at Fireman's Fund. Also contributing to the increase in
earnings after taxes and before goodwill amortization in 2003 were increased net
investment income, improved underwriting results and reduced general and
administrative expenses. The loss ratio in the NAFTA zone decreased to 70.0% in
2003 from 94.6% in 2002, largely due to our focus on core business lines and a
more selective underwriting policy, as well as the absence of major claims and
asbestos and environmental reserve strengthening measures at Fireman's Fund in
comparison to 2002. See "-- Year Ended December 31, 2002 Compared to Year Ended
December 31, 2001." The expense ratio in the NAFTA zone decreased to 28.2% in
2003 from 32.9% in 2002, primarily due to continued cost reduction efforts, exit
of certain high commission businesses, as well as termination of redundant
positions, all of which were attributable to our turnaround program.
YEAR ENDED DECEMBER 31, 2002 COMPARED TO YEAR ENDED DECEMBER 31, 2001
Gross Premiums Written. Gross premiums written in the NAFTA zone decreased
E830 million, or 12.2%, to E5,992 million in 2002 from E6,822 million in 2001,
due primarily to decreases in the United States. Gross premiums written in the
United States decreased E841 million or 13.6% to E5,330 million in 2002 from
E6,171 million in 2001. Excluding the effect of exchange rate movements (E279
million), gross premiums written decreased by 9.1%, due primarily to a more
selective underwriting policy and portfolio review measures reflecting a renewed
focus at Fireman's Fund on core business lines, offset in part by rate increases
in all lines of business. The decrease in gross premiums written reflected
decreased premium income in our workers' compensation insurance business at
Fireman's Fund, which continued to reduce its exposure to this line of business
in 2002, as well as decreases in our automobile line reflecting our
determination to exit unprofitable markets. On a constant currency basis, our
workers' compensation gross written premiums decreased by 58.5%.
Earnings After Taxes and Before Goodwill Amortization. In the NAFTA zone,
earnings after taxes and before goodwill amortization increased by E86 million
to a loss of E944 million in 2002 from a loss of E1,030 million in 2001, due
primarily to reduced losses in the United States and Canada. Earnings after
taxes and before goodwill amortization from property-casualty operations in the
United States increased by E48 million, to a loss of E938 million in 2002 from a
loss of E986 million in 2001, due primarily to reduced net insurance benefits
compared to 2001, which reflected claims from the terrorist attack of September
11, 2001, offset in part by impairments recorded on investments due to weakness
in the capital markets. Earnings after taxes and before goodwill amortization
was negatively affected by net insurance benefits of E762 million relating to
asbestos and environmental reserve-strengthening measures at Fireman's Fund, and
two major claims in the surety business (E108 million), which we discontinued in
December 2001. The loss ratio in the NAFTA zone decreased to 94.6% in 2002 from
99.9% in 2001, largely due to our focus on core business lines and a more
selective underwriting policy, as well as the absence of major claims in
comparison to 2001, which reflected claims from the terrorist attack of
September 11, 2001.
63
REST OF WORLD
DESCRIPTION OF BUSINESS
The primary property-casualty insurance markets in which we operate in the
Rest of World are Asia-Pacific and South America. As a percentage of our total
property-casualty gross premiums written worldwide, Rest of World accounted for
5.0%, 5.2% and 5.5% in 2003, 2002 and 2001, respectively.
ASIA-PACIFIC
Australia. Through the Allianz Australia Group, we serve the markets of
Australia, New Zealand and Papua New Guinea. The Allianz Australia Group's
insurance operations comprise exclusively property-casualty insurance products
and services. We are the second-largest workers' compensation insurer in
Australia, based on gross premiums written in 2003, and a major provider of
rehabilitation and occupational health, safety and environment services. We also
operate in certain niche areas including premium financing and pleasure craft
insurance. We market our products through brokers, which are the major
distribution channels for commercial business in Australia, as well as non-tied
agents (including automobile dealers, accountants and banks) and directly to the
customer. The Allianz Australia Group had gross premiums written of E1,254
million in 2003.
Other. We also market property-casualty insurance products and services
through our subsidiaries in Taiwan, Malaysia, Japan, Hong Kong, Indonesia, Laos,
Singapore, Vietnam and China, and through signed joint venture agreements with
Bajaj Auto, a large manufacturing company in India and the CP Group, a large
conglomerate in Thailand.
SOUTH AMERICA
Brazil. We conduct our property-casualty operations in Brazil through our
subsidiary AGF Seguros. With gross premiums written of E270 million in 2003, AGF
Seguros is our largest property-casualty operation in South America and the
sixth-largest property-casualty insurance provider in Brazil. The company writes
primarily automobile insurance, together with fire, transportation and other
lines. Distribution is primarily through brokers.
Other. In addition to the markets described above, we sell
property-casualty products in Colombia, Argentina, Chile and Venezuela.
RESULTS OF OPERATIONS
The following table shows key financial data for our Rest of World
property-casualty operations. Consistent with our general practice, gross
premiums written and earnings after taxes and before goodwill amortization by
geographic region are presented before consolidation adjustments representing
the elimination of transactions between Allianz Group companies in different
countries and different segments.
REST OF WORLD -- PROPERTY-CASUALTY: KEY DATA
YEAR ENDED DECEMBER 31,
---------------------------------------------------------------------------------------
2003 2002 2001
--------------------------- --------------------------- ---------------------------
EARNINGS AFTER EARNINGS AFTER EARNINGS AFTER
GROSS TAXES AND BEFORE GROSS TAXES AND BEFORE GROSS TAXES AND BEFORE
PREMIUMS GOODWILL PREMIUMS GOODWILL PREMIUMS GOODWILL
WRITTEN AMORTIZATION WRITTEN AMORTIZATION WRITTEN AMORTIZATION
-------- ---------------- -------- ---------------- -------- ----------------
(E IN MILLIONS)
Asia-Pacific........... 1,654 92 1,596 (18) 1,344 11
South America.......... 614 13 768 47 962 29
Other.................. 61 9 64 9 95 (1)
----- --- ----- --- ----- ---
Total................ 2,329 114 2,428 38 2,401 39
===== === ===== === ===== ===
64
YEAR ENDED DECEMBER 31, 2003 COMPARED TO YEAR ENDED DECEMBER 31, 2002
Gross Premiums Written. Gross premiums written in Rest of World decreased
by E99 million, or 4.1%, to E2,329 million in 2003 from E2,428 million in 2002.
The decrease was primarily attributable to decreased premium income in South
America due to the negative effect of exchange rate movements and the selected
run-off of business in that region, offset in part by increased gross premiums
written in Asia-Pacific, reflecting rate increases and in particular due to
continuing favorable market conditions in Australia.
Earnings After Taxes and Before Goodwill Amortization. In Rest of World,
earnings after taxes and before goodwill amortization increased significantly by
E76 million to E114 million in 2003 from E38 million in 2002, due primarily to
increases in our Australian operations in Asia-Pacific, mainly reflecting
improved claims experience. This increase was offset in part by decreases in
earnings after taxes and before goodwill amortization in South America,
especially in Venezuela and Chile. The loss ratio decreased to 71.2% in 2003,
compared with 74.5% in 2002, reflecting primarily improved claims experience in
our Australian operations in Asia-Pacific.
YEAR ENDED DECEMBER 31, 2002 COMPARED TO YEAR ENDED DECEMBER 31, 2001
Gross Premiums Written. Gross premiums written in Rest of World increased
by E27 million, or 1.1%, to E2,428 million in 2002 from E2,401 million in 2001.
The increase was primarily attributable to increased gross premiums written in
Asia-Pacific, reflecting rate increases in all lines of business and the
full-year consolidation of our property-casualty subsidiary in Malaysia, which
was consolidated for the first time in October 2001, offset in part by decreased
premium income in South America due to the negative effect of exchange rate
movements and the scaling down of our property-casualty operations in Argentina.
Earnings After Taxes and Before Goodwill Amortization. In Rest of World,
earnings after taxes and before goodwill amortization decreased by E1 million to
E38 million in 2002 from E39 million in 2001, due primarily to decreased
investment results in our Australian operations in Asia-Pacific, reflecting
weakness in the capital markets. This decrease was offset in part by increased
income in South America attributable to cost reduction measures and an improved
investment strategy, particularly in Colombia and Venezuela. The loss ratio
increased to 74.5% in 2002, compared with 72.8% in 2001, reflecting
deteriorating underwriting results in South America, offset in part by improved
underwriting results in our Australian operations in Asia-Pacific.
SPECIALTY LINES
DESCRIPTION OF BUSINESS
In addition to our multi-local approach to our global insurance business,
under which our non-German insurance businesses are locally managed, we manage
our specialty lines of credit/ trade insurance, marine, aviation and industrial
transport insurance, international industrial reinsurance and travel insurance
and assistance services on a worldwide basis.
CREDIT INSURANCE
In July 2002, we consolidated our French subsidiary, Euler, and our German
subsidiary, Hermes, into a new corporate entity, Euler Hermes. The consolidation
of Euler and Hermes, which complemented each other in terms of product mix and
geographical penetration, further strengthened our presence in the marketplace.
Through Euler Hermes, we are the largest credit insurer in the world based on
gross premiums written in 2003. Our credit operations generated gross premiums
written of E1,564 million in 2003, E1,579 million in 2002 and E1,589 million in
2001.
Euler Hermes is the largest credit insurer in terms of gross premiums
written and one of the major European companies in factoring. Euler Hermes's
credit insurance operations are rated A+ by Standard & Poor's.
65
Euler Hermes cedes a large portion of its gross premiums written to
reinsurers. The percentage of gross premiums written ceded in reinsurance was
45.6% in 2003, 45.0% in 2002 and 42.7% in 2001, of which 11.1%, 9.8% and 6.7%,
respectively, was ceded to Allianz AG.
Euler Hermes provides customers around the world with a wide range of
credit insurance and related products and services, including commercial credit
insurance and reinsurance, factoring services, guarantee insurance, fidelity
insurance and consumer credit insurance, and manages, and derives fee income
from, the German federal governments export credit guarantee program.
MARINE AND AVIATION
Effective January 1, 2002, we reorganized our marine, aviation and
industrial transport insurance business in Germany, France and the United
Kingdom under Allianz Marine & Aviation, a new specialty line. Our marine,
aviation and industrial transport insurance activities in these countries, which
we had previously included in the property-casualty insurance results of our
respective subsidiaries, were integrated into Allianz Marine & Aviation as a
single European marine, aviation and industrial transport unit. Allianz Globus
MAT Versicherungs-AG, our former German specialty insurer for marine, aviation
and industrial transport insurance, was renamed Allianz Marine & Aviation
Versicherungs-AG, and AGF MAT, our French specialty unit for marine, aviation
and transport insurance, was renamed Allianz Marine & Aviation (France). Allianz
Marine & Aviation generated gross premiums written of E1,073 million in 2003.
INTERNATIONAL INDUSTRIAL RISKS REINSURANCE
We launched Allianz Global Risks Re on January 1, 2002 to establish our
international industrial risks reinsurance business as a globally managed
segment. While our operating subsidiaries around the world continue to conduct
our direct industrial insurance business, Allianz Global Risks Re acts as our
industrial reinsurance clearing house, assuming industrial insurance from
Allianz Group companies and centralizing the placement of outgoing reinsurance
with third-party carriers, primarily Munich Re, in the reinsurance market.
Allianz Global Risks Re generated gross premiums written of E1,346 million in
2003, of which approximately E118 million, or 8.8% was ceded to Munich Re.
Through Allianz Global Risks Re, we aim to increase the efficiency and
transparency of our international industrial reinsurance activities through
economies of scale and a consistent reinsurance structure, including a selective
underwriting policy, appropriate rates and coverage limits, natural catastrophe
control, a new underwriting tool for property, tight risk management and
centralized policies and standards throughout the Allianz Group. We have also
introduced new products tailored for specific risks, such as our specialized
liability products for the pharmaceutical and chemical industries and policies
covering Internet risks. Through these and other measures, we intend to
reestablish our international industrial risks reinsurance business as a
profitable market leader.
TRAVEL INSURANCE AND ASSISTANCE SERVICES
Through Mondial Assistance Group, which is owned equally by our
subsidiaries AGF and RAS, we are among the world's largest providers of travel
insurance and assistance services (or travel and assistance) based on gross
premiums written in 2003. Our travel and assistance operations generated gross
premiums written of E818 million in 2003, E808 million in 2002 and E732 million
in 2001. We believe that internal growth and recent acquisitions in our travel
insurance and assistance business will enable us to strengthen our leading
market position and achieve enhanced efficiencies in this dynamic market. With a
view toward establishing long-term partnerships, our travel and assistance
business provides business-to-business services to clients in the travel,
insurance, automobile and banking industries.
66
RESULTS OF OPERATIONS
The following table shows key financial data for our specialty insurance
operations. Consistent with our general practice, gross premiums written and
earnings after taxes and before goodwill amortization by geographic region are
presented before consolidation adjustments representing the elimination of
transactions between Allianz Group companies in different countries and
different segments.
SPECIALTY INSURANCE: KEY DATA
YEAR ENDED DECEMBER 31,
---------------------------------------------------------------------------------------
2003 2002 2001
--------------------------- --------------------------- ---------------------------
EARNINGS AFTER EARNINGS AFTER EARNINGS AFTER
GROSS TAXES AND BEFORE GROSS TAXES AND BEFORE GROSS TAXES AND BEFORE
PREMIUMS GOODWILL PREMIUMS GOODWILL PREMIUMS GOODWILL
WRITTEN AMORTIZATION WRITTEN AMORTIZATION WRITTEN AMORTIZATION
-------- ---------------- -------- ---------------- -------- ----------------
(E IN MILLIONS)
Credit insurance....... 1,564 119 1,579 15 1,589 91
Marine and Aviation.... 1,073 64 1,424 21 -- --
International
Industrial Risks
Reinsurance.......... 1,346 77 1,136 (257) -- --
Travel and
assistance........... 818 18 808 21 732 3
----- --- ----- ---- ----- --
4,801 278 4,947 (200) 2,321 94
===== === ===== ==== ===== ==
YEAR ENDED DECEMBER 31, 2003 COMPARED TO YEAR ENDED DECEMBER 31, 2002
Gross Premiums Written. Gross premiums written in our specialty lines
decreased E146 million, or 3.0%, to E4,801 million in 2003 from E4,947 million
in 2002, reflecting a decrease of E351 million in our marine and aviation line,
offset in part by increases in our Allianz Global Risks line. Premiums in
international industrial reinsurance reflected significant rate increases in all
lines of business. Despite an unfavorable environment, characterized by the war
in Iraq, the severe acute respiratory syndrome (SARS) epidemic and lingering
weakness in the global economy, gross premiums written in the travel and
assistance line increased slightly by 1.2% compared to 2002, due primarily to
the expansion of our operations in several European countries (particularly in
France and Italy), in North America and in Brazil. In our marine and aviation
specialty line, gross premiums written decreased reflecting a weaker US dollar
exchange rate and portfolio review and re-underwriting measures in our French
business as well as exchange-rate effects. Excluding the negative effect of
exchange rate movements (E33 million), gross premiums written in our credit
insurance line increased by 1.1%, due primarily to rate increases, new business
and a higher persistency rate.
Earnings After Taxes and Before Goodwill Amortization. In our specialty
lines, earnings after taxes and before goodwill amortization increased
significantly by E478 million to E278 million in 2003 from a loss of E200
million in 2002, due primarily to significant improvements in our international
industrial reinsurance and credit insurance specialty lines. Earnings after
taxes and before goodwill amortization of our international industrial
reinsurance line improved mainly due to lower rates for our reinsurance
coverage, progress in claims experience primarily attributable to a significant
improvement of the business portfolio and a lower level of natural catastrophe
claims, as well as reduced administrative expenses. Earnings after taxes and
before goodwill amortization in our credit insurance line increased due
primarily to significantly reduced net insurance benefits, which decreased by
E201 million to E455 million in 2003, from E656 million in 2002, reflecting more
selective underwriting policies and portfolio review measures, offset in part by
decreased investment results due to reduced realized gains from investments.
Earnings after taxes and before goodwill amortization in our travel insurance
and assistance line decreased due primarily to an increase in tax expense,
offset in part by improvement in the underwriting results. In our marine and
aviation specialty line, earnings after taxes and before goodwill amortization
increased, due to portfolio review and re-underwriting measures and lower
incidents of major claims. The loss ratio decreased to 61.6% in 2003 from 75.9%
in 2002, largely reflecting decreased claims in all of our specialty lines,
particularly in international industrial reinsurance, where the loss ratio
improved to 70.9% in 2003 as compared to 100.8% in 2002.
67
YEAR ENDED DECEMBER 31, 2002 COMPARED TO YEAR ENDED DECEMBER 31, 2001
Gross Premiums Written. Gross premiums written in our specialty lines
increased E2,626 million, or 113.1%, to E4,947 million in 2002 from E2,321
million in 2001, reflecting primarily the inclusion of our international
industrial reinsurance and marine and aviation specialty lines effective January
1, 2002. Premiums in international industrial reinsurance reflected significant
rate increases, particularly in property and liability reinsurance. Increased
gross premiums in the travel and assistance line was due largely to the
expansion of our travel and assistance business in the United Kingdom and the
full-year consolidation of travel and assistance providers in Australia and
Thailand, which were consolidated in September 2001, offset in part by the
ongoing downturn in the international travel market in 2002. In our marine and
aviation specialty line, gross premiums written increased due to rate increases,
offset in part by portfolio review measures. The slight decrease in the credit
line was attributable primarily to more selective underwriting policies and
weakness in the global economy.
Earnings After Taxes and Before Goodwill Amortization. In our specialty
lines, earnings after taxes and before goodwill amortization decreased
significantly by E294 million to a loss of E200 million in 2002 from income of
E94 million in 2001, due primarily to the inclusion of our international
industrial reinsurance specialty line, which experienced net claims of E564
million related primarily to flooding in Central and Eastern Europe in July and
August 2002, and expenses incurred in building up the industrial reinsurance
business, as well as reduced earnings after taxes and before goodwill
amortization in the credit line, resulting from reduced investment results and
an increase in the frequency and severity of claims. Earnings after taxes and
before goodwill amortization in our travel and assistance line increased due to
the absence of major claims in comparison to 2001, which reflected claims from
the terrorist attack of September 11, 2001. In our marine and aviation specialty
line, earnings after taxes and before goodwill amortization increased,
reflecting primarily the absence of major claims compared to 2001. The loss
ratio increased to 75.9% in 2002 from 66.5% in 2001, largely reflecting
increased net claims attributable to the inclusion of our international
industrial reinsurance specialty line and the increased claims in the credit
line.
68
LIFE/HEALTH INSURANCE OPERATIONS
The following table sets forth certain financial information for our
life/health insurance operations for the years indicated:
YEAR ENDED DECEMBER 31,
---------------------------
2003 2002 2001
------- ------- -------
(E IN MILLIONS)
Gross premiums written(1)................................ 20,689 20,663 20,145
------- ------- -------
Premiums earned (net)(2)................................. 18,701 18,675 18,317
Interest and similar income.............................. 11,106 11,215 10,765
Income from affiliated enterprises joint ventures and
associated enterprises................................. 712 445 525
Other income from investments............................ 4,294(3) 4,932 3,562
Trading income........................................... 218 244 (117)
Fee and commission income, and income from service
activities............................................. 234 200 268
Other income............................................. 1,427 825 772
------- ------- -------
Total income........................................... 36,692 36,536 34,092
------- ------- -------
Insurance benefits (net)................................. (23,528) (21,013) (21,979)
Interest and similar expenses............................ (368) (434) (492)
Other expenses for investments........................... (5,622) (8,989) (5,537)
Loan loss allowance...................................... (3) (10) (4)
Acquisition costs and administrative expenses............ (3,713) (4,263) (4,259)
Amortization of goodwill................................. (398) (174) (146)
Other expenses........................................... (2,204) (1,806) (1,263)
------- ------- -------
Total expenses......................................... (35,836) (36,689) (33,680)
------- ------- -------
Earnings from ordinary activities before taxation........ 856 (153) 412
Taxes.................................................... (583) (54) (99)
Minority interests in earnings........................... (235) 184 (84)
------- ------- -------
Net income............................................... 38 (23) 229
======= ======= =======
---------------
(1) Under the Allianz Group's accounting policies for life insurance contracts,
which we have adopted U.S. GAAP accounting standards, gross written premiums
include only the cost- and risk-related components of premiums generated
from unit-linked and other investment-oriented products, but do not include
the full amount of statutory premiums written on these products. Statutory
premiums are total revenues from sales of life insurance policies, in
accordance with the statutory accounting practices applicable in the
insurer's home jurisdiction. On a statutory premium basis, total premiums
written were E42,319 million, E40,176 million and E33,687 million in 2003,
2002 and 2001, respectively.
(2) Net of earned premiums ceded to reinsurers of E1,953 million, E1,989 million
and E1,846 million in 2003, 2002 and 2001, respectively. (Written premiums
ceded to reinsurers, after eliminating intra-Group transactions, were E1,240
million, E1,207 million, and E1,169 million in 2003, 2002, and 2001,
respectively.)
(3) Includes realized gains of E743 million from sales of Credit Lyonnais
shares.
YEAR ENDED DECEMBER 31, 2003 COMPARED TO YEAR ENDED DECEMBER 31, 2002
Gross Premiums Written. Gross premiums written of our life/health
operations in 2003 increased slightly by E26 million to E20,689 million in 2003
from E20,663 million in 2002. Disregarding the effects of exchange rate
movements and changes in the scope of consolidation, which decreased 2003
life/health gross
69
premiums written by E485 million and increased by E44 million, respectively,
gross premiums written would have increased by E508 million, or 2.5%. On a
statutory premium basis, gross premiums written increased by E2,143 million, or
5.3%, to E42,319 million in 2003 from E40,176 million in 2002, due to
significant increases in sales of investment-oriented products, reflecting the
general trend towards investment-oriented insurance products in particular in
Italy and Taiwan. Gross premiums written for investment-oriented insurance
products increased by E2,117 million, or 10.8%, to E21,630 million.
Premiums Earned (Net). On an Allianz Group-wide basis, life/health net
premiums earned in 2003 and 2002 reflected earned premiums ceded to reinsurers
of E1,953 million and E1,989 million, respectively. Net premiums earned
increased slightly in 2003, generally consistent with the increase in gross
premiums written in this period.
Other Income. Other income increased by E602 million to E1,427 million in
2003, from E825 million in 2002, due primarily to reversal of amortization
deferred policy acquisition costs (net) of E215 million (2002: nil), reversal of
amortization of PVFP of E50 million (2002: nil), income from reinsurance ceded
of E220 million (2002: E8 million), foreign currency gains of E234 million
(2002: E108 million).
Insurance Benefits (Net). Net insurance benefits for our worldwide
life/health business consist of benefits paid, changes in aggregate policy
reserves, and expenses of premium refunds to policyholders. Net life/health
insurance benefits increased by E2,515 million, or 12%, to E23,528 million in
2003 from E21,013 million in 2002, primarily as a result of increased income
from investments in 2003 resulting from the recovery of the stock markets. The
increase in income from investments in turn resulted in increased policyholder
participation benefits, which are included in benefits paid and changes in
aggregate policy reserves, due to the participatory nature of our life insurance
business. See, for example, "-- Life/Health Operations By Geographic
Region -- Germany -- Life Insurance."
Acquisition Costs and Administrative Expenses. Acquisition costs and
administrative expenses which consist primarily of payments and changes in
deferred policy acquisition costs, administrative expenses, and net underwriting
costs, decreased significantly by E550 million, or 12.9%, to E3,713 million in
2003, compared with E4,263 million in 2002, reflecting improved cost management,
reduced agents' commissions in the United States and lower amortization of
deferred policy acquisition costs in Germany.
Other Expenses. Other expenses increased by E398 million to E2,204 million
in 2003, from E1,806 million in 2002, due primarily to increased other expenses
at our life and health operations in Germany mainly as a result of a
reclassification of previous years' deferred tax liabilities.
Net Income. Net income from life/health insurance increased by E61 million
to a gain of E38 million in 2003 from a loss of E23 million in 2002, primarily
as a result of improved investment results attributable to a decrease in other
expenses for investments, reflecting lower realized losses and writedowns on
investments as a result of the recovery of the stock market in 2003, offset in
part by increased net insurance benefits and goodwill amortization. Investment
results in 2003 also reflected a realized gain of E743 million from the sale of
our shareholding in Credit Lyonnais. Net income from life/health insurance
operations was also negatively affected by increased tax charges in 2003,
reflecting primarily a change in tax laws in Germany, as a result of which the
tax exempt status of dividends and capital gains from the sale of interests in
equity investments was abolished. In addition, deductions for certain realized
losses and writedowns on interests in investment funds are no longer permitted.
The effect of such change resulted in an income tax charge of E428 million in
the life/health segment.
Amortization of Goodwill. Amortization of goodwill in our life/health
lines increased by E224 million, or 128.7%, to E398 million in 2003, compared
with E174 million in 2002, primarily due to a E224 million impairment writedown
of the goodwill relating to Allianz Life Insurance Company Ltd., Seoul. Minority
interests in earnings were E216 million in 2003, compared to a credit of E177
million in 2002, primarily as a result of increased in earnings from our French
life/health insurance operations in 2003. Minority interests in earnings were a
credit of E177 million in 2002, primarily due to significant losses recorded at
certain investment funds in France, which are 100% accounted for in minority
interests, as well as losses recorded at our French life/health insurance
operations.
70
YEAR ENDED DECEMBER 31, 2002 COMPARED TO YEAR ENDED DECEMBER 31, 2001
Gross Premiums Written. Gross premiums written of our life/health
operations in 2002 increased by E518 million, or 2.6%, to E20,663 million in
2002 from E20,145 million in 2001. Disregarding the effects of exchange rate
movements and changes in the scope of consolidation, which increased 2002
life/health gross premiums written by E32 million, gross premiums written would
have increased by E486 million or 2.4%. On a statutory premium basis, gross
premiums written increased by E6,489 million, or 19.3%, to E40,176 million in
2002 from E33,687 million in 2001, due to significant increases in sales of
investment-oriented products, reflecting the general trend towards
investment-oriented insurance products in particular in the United States and
Italy. Gross premiums written for investment-oriented insurance products
increased by E5,971 million, or 44.1%, to E19,513 million.
Premiums Earned (Net). On an Allianz Group-wide basis, life/health net
premiums earned in 2002 and 2001 reflected earned premiums ceded to reinsurers
of E1,989 million and E1,846 million, respectively. Net premiums earned
increased by E358 million, or 2.0%, to E18,675 million in 2002 from E18,317
million in 2001, generally consistent with the increase in gross premiums
written in this period.
Insurance Benefits (Net). Net insurance benefits for our worldwide
life/health business consist of benefits paid, changes in aggregate policy
reserves, and expenses of premium refunds to policyholders. Net life/health
insurance benefits decreased by E966 million, or 4.4%, to E21,013 million in
2002 from E21,979 million in 2001, primarily as a result of reduced income from
investments in 2002 resulting from weakness in the capital markets. The
reduction in income from investments in turn resulted in reduced policyholder
participation benefits, which are included in benefits paid and changes in
aggregate policy reserves, due to the participatory nature of our life insurance
business. See, for example, "-- Life/Health Operations By Geographic
Region -- Germany -- Life Insurance."
Acquisition Costs and Administrative Expenses. Acquisition costs and
administrative expenses which consist primarily of payments and changes in
deferred policy acquisition costs, administrative expenses, and net underwriting
costs, remained relatively constant at E4,263 million in 2002, compared with
E4,259 million in 2001.
Net Income. Net income from life/health insurance decreased by E252
million, or 110%, to a loss of E23 million in 2002 from E229 million in 2001,
primarily as a result of reduced income from investments, particularly in our
operations in Germany, France and Switzerland. See "-- Asset Management
Operations -- Group's Own Investments -- Investment Income" for a discussion of
investment results for life/health insurance investments.
Amortization of Goodwill. Amortization of goodwill in our life/health
lines increased to E174 million in 2002 from E146 million in 2001, while
minority interests in earnings were a credit of E177 million in 2002, compared
to a debit of E84 million in 2001, primarily as a result of the increase in our
shareholding in Allianz Leben and decreased earnings. Minority interests in
earnings was a credit of E177 million in 2002, primarily due to significant
losses recorded at certain special funds in France, which are 100% accounted for
in minority interests, as well as losses recorded at our France's life/health
insurance operations.
71
LIFE/HEALTH OPERATIONS BY GEOGRAPHIC REGION
The following table sets forth our gross life/health premiums written and
earnings after taxes and before goodwill amortization by geographic region for
the years indicated. Consistent with our general practice, gross premiums
written by geographic region are presented before consolidation adjustments
representing the elimination of transactions between Allianz Group companies in
different geographic regions and different segments.
YEAR ENDED DECEMBER 31,
---------------------------------------------------------------------------------------
2003 2002 2001
--------------------------- --------------------------- ---------------------------
EARNINGS AFTER EARNINGS AFTER EARNINGS AFTER
GROSS TAXES AND BEFORE GROSS TAXES AND BEFORE GROSS TAXES AND BEFORE
PREMIUMS GOODWILL PREMIUMS GOODWILL PREMIUMS GOODWILL
WRITTEN AMORTIZATION WRITTEN AMORTIZATION WRITTEN AMORTIZATION
-------- ---------------- -------- ---------------- -------- ----------------
(E IN MILLIONS)
Germany
Life................. 9,924 (6) 9,369 62 8,969 65
Health............... 2,960 6 2,865 64 2,691 48
Consolidation
adjustments....... -- (4) -- (7) -- 14
------ ---- ------ ---- ------ ----
Total............. 12,884 (4) 12,234 119 11,660 127
Rest of Europe......... 5,242 494 5,181 (110) 5,486 381
Rest of World.......... 2,564 185 3,251 (40) 3,010 (49)
Consolidation
adjustments.......... (1) (4) (3) (2) (11) --
------ ---- ------ ---- ------ ----
Subtotal.......... 20,689 671 20,663 (33) 20,145 459
Amortization of
goodwill............. -- (398) -- (174) -- (146)
Minority interests..... -- (235) -- 184 -- (84)
------ ---- ------ ---- ------ ----
Total............. 20,689 38 20,663 (23) 20,145 229
====== ==== ====== ==== ====== ====
A significant portion of our life/health operations in Rest of Europe and
Rest of World consists of sales of unit-linked products. Only the cost- and
risk-related components of premiums generated from the sale of such products is
included in gross premiums written under U.S. GAAP, which we have adopted to
account for our insurance contracts.
GERMANY
DESCRIPTION OF BUSINESS
We are the largest provider of life insurance and the third-largest
provider of health insurance in Germany as measured by gross premiums written in
2003. Germany is by far our most important market for life/health insurance. As
a percentage of our total life/health gross premiums written worldwide, Germany
accounted for 62.3% in 2003, 59.2% in 2002 and 57.8% in 2001. On a statutory
premium basis, Germany accounted for 31.7% of our total life/health gross
premiums written in 2003.
We conduct our life/health insurance operations in Germany through:
- Allianz Lebensversicherungs-AG, the main operating company for our German
life insurance operations. At December 31, 2003, we owned 91.0% of
Allianz Lebensversicherungs-AG;
- Deutsche Lebensversicherungs-AG, a wholly owned subsidiary of Allianz
Lebensversicherungs-AG, which is our vehicle for selling standardized,
low-cost term insurance in Germany;
- Allianz PensionskasseAG (or Allianz Pensionskasse), a wholly owned
subsidiary of Allianz Lebensversicherungs-AG, which offers a variety of
pension products (together referred to as "Allianz Leben"); and
72
- Allianz Private Krankenversicherungs-AG (or Allianz Private Health), our
health insurance subsidiary, formerly known as Vereinte
Krankenversicherung AG, which we renamed in January 2003.
Our life/health insurance operations in Germany employed 9,829 people at
the end of 2003.
DISTRIBUTION
Our distribution channels for our life/health products in Germany are
similar to those used for our property-casualty products. Many of our products
in Germany are distributed through common or overlapping distribution systems.
In our German life/health insurance businesses, we distribute our products
primarily through a network of self-employed, full-time tied agents. For our
individual life, health and mutual fund products, the network of full-time tied
agents is our most important distribution channel. Brokers are also an important
channel for the distribution of Allianz Leben's and Allianz Private Health's
group life and health products. The bank distribution channel is utilized
primarily in our life insurance business. We distribute our life insurance
products through Dresdner Bank, and under contractual arrangements with Volks-
und Raiffeisenbanken, a network of cooperative banks in southern Germany, as
well as through Industrie Kredit-Bank (or IKB), a German industrial credit bank.
Since 2001, we have placed approximately 1,020 insurance specialists (as of
December 31, 2003) to sell both life insurance products and property-casualty
insurance products at Dresdner Bank branches throughout Germany.
The following table sets forth certain key data concerning our distribution
systems as they relate to life and health insurance at and for the year ended
December 31, 2003:
% OF 2003
-------------------------------
LIFE HEALTH
NUMBER(1) PREMIUMS PREMIUMS
--------- -------- --------
Full-time tied agents................................. 11,487 56.1% 82.2%
Part-time tied agents................................. 43,717 5.2% 7.3%
Brokers............................................... 6,157 11.8% 5.7%
Banks................................................. 2,440(2) 18.6% 0.2%
Other(3).............................................. -- 8.3% 4.6%
------ ----- -----
Total............................................... -- 100.0 100.0
====== ===== =====
---------------
(1) Represents the total number in Germany for all Allianz Group segments.
(2) Represents the number of German branches at Dresdner Bank, (970), and at
unaffiliated banks, comprising Volks- und Raiffeisenbanken (1,463) and
Industrie Kredit-Bank (7), with which we have distribution agreements
covering our property-casualty and life/health insurance products.
(3) Includes all Allianz Group employees in Germany, who are able to sell
Allianz policies.
LIFE INSURANCE
Life insurance is the most popular form of savings for old age in Germany.
With the demographic shift toward an aging German population, we see increasing
opportunities for our life insurance business as private sector products are
used to supplement decreasing levels of state provisions. In addition, the
demand for insurance against financial loss resulting from occupational
disability has grown rapidly in Germany in recent years as the German statutory
social insurance system has provided declining levels of support.
On January 1, 2002, a new law (the Altersvermogensgesetz) took effect,
providing incentives for private retirement plans and company pension funds
beginning in 2002. The law, provides for direct state subsidies or, in certain
circumstances, tax-free premium payments, and it requires that life-long benefit
payments be guaranteed. The benefit payments will be subject to income tax. In
July 2001, we started selling through Allianz Lebensversicherungs-AG, specially
designed products that satisfy the legal requirements of the
Altersvermogensgesetz, primarily the requirement that the sum of premium
payments be fixed at the beginning of the benefit payment period. We established
Allianz Pensionskasse AG, a wholly owned subsidiary of Allianz
Lebensversicherungs-AG, and Allianz Dresdner Pensionsfonds AG, a wholly owned
subsidiary of
73
Allianz AG, in 2002 in order to more aggressively sell a variety of pension
products in accordance with the Altersvermogensgesetz.
In June 2004, the Law on Pensions and Annuities (Alterseinkunftegesetz) was
adopted in Germany. It is too early yet to reliably assess the impact of this
new law on new business. For additional information, see "-- Risk
Factors -- Changes in tax legislation could adversely affect our business."
In the life insurance area, our policy surrender rates were 4.0% in 2003,
3.7% in 2002 and 3.6% in 2001, compared to German industry-wide surrender rates
of 5.5%, 4.9% and 4.6%, (based on information provided by Gesamtverband der
Deutschen Versicherungswirtschaft), respectively. We believe that this is in
large part due to our widely recognized and well respected brand name, our
position as a market leader in most German insurance lines, our reputation for
superior customer service and our financial strength. We also pay close
attention to promoting follow-on business, which involves persuading
policyholders to reinvest funds. This typically takes the form of using the
benefits paid out on an endowment policy as the single premium for an immediate
annuity that ensures a guaranteed income for the rest of the policyholder's
life, or investing in a fund managed by our asset management subsidiary ADAM.
See "-- Asset Management Operations." The proportion of funds paid by our German
life insurance operations that were reinvested in other Allianz Group products
has increased significantly over the past three years.
PRODUCTS
Our German life insurance companies offer a comprehensive and unified range
of life insurance and life insurance-related products on both an individual and
group basis. The main classes of coverage offered are: endowment life insurance,
annuity policies, term life insurance, unit-linked annuities, and other life
insurance-related forms of cover, which are provided as riders to other policies
and on a stand-alone basis. Allianz Leben also assumes reinsurance of each of
these individual and group life insurance products.
Our endowment life products for the German market include policies both
with unchanging levels of premiums and guaranteed benefits and with premiums and
guaranteed benefits that rise automatically in accordance with contributions to
the German statutory pension system in Germany. Amounts payable at maturity of
an endowment policy include a "guaranteed benefit," an amount established by
reference to a legally mandated maximum guaranteed technical interest rate on
actuarial reserves. This interest rate is currently 2.75% per year for policies
issued on or after January 1, 2004, having declined from 3.25% per year. For
additional information, see "-- Regulation and Supervision -- Insurance --
Germany -- Life Insurance." The future profit participation credited to
policyholders is not guaranteed. The total amount payable at the maturity of a
policy, which is calculated based on the total expected profit participation, is
the principal basis of competition between life insurance providers in the
German market. Under current German law, the policyholder must be credited with
at least 90% of each year's statutory net investment result plus an appropriate
share in other profit components. In the current competitive environment,
however, the rate of profit participation exceeds this statutory minimum and is
subject to periodic adjustment by insurers in light of competitive conditions
prevailing from time to time. In conformity with prevailing market conditions,
we recently credited between 91% and 94% of each year's profits to
policyholders.
74
RESULTS OF OPERATIONS
The following table sets forth the components of life insurance gross
premiums written in Germany for the years 2003, 2002 and 2001:
YEAR ENDED DECEMBER 31,
------------------------------------------------------------------------------------------
2003 2002 2001
---------------------------- ---------------------------- ----------------------------
NEW RECURRING NEW RECURRING NEW RECURRING
BUSINESS PREMIUMS TOTAL BUSINESS PREMIUMS TOTAL BUSINESS PREMIUMS TOTAL
-------- --------- ----- -------- --------- ----- -------- --------- -----
(E IN MILLIONS)
Individual policies
Endowment.............. 346 3,905 4,251 236 4,330 4,566 208 4,501 4,709
Annuities.............. 1,527 1,672 3,199 1,452 1,438 2,890 1,176 1,320 2,496
Term................... 21 85 106 18 78 96 16 73 89
----- ----- ----- ----- ----- ----- ----- ----- -----
Subtotal............. 1,894 5,662 7,556 1,706 5,846 7,552 1,400 5,894 7,294
Group policies......... 997 1,371 2,368 695 1,122 1,817 617 1,058 1,675
----- ----- ----- ----- ----- ----- ----- ----- -----
Total................ 2,891 7,033 9,924 2,401 6,968 9,369 2,017 6,952 8,969
===== ===== ===== ===== ===== ===== ===== ===== =====
YEAR ENDED DECEMBER 31, 2003 COMPARED TO YEAR ENDED DECEMBER 31, 2002
Gross Premiums Written. In Germany, life insurance premiums increased E555
million, or 5.9%, to E9,924 million in 2003 from E9,369 million in 2002, due
primarily to a substantial increase in new business, reflecting the increased
efficiency of our life insurance distribution channels, including Dresdner Bank,
brokerage distribution channels and Allianz Pensionskasse.
Individual life insurance policies, which include endowment, term and
annuity policies, accounted for 65.5% of our gross life insurance premiums
written in Germany in 2003. Gross premiums written on individual life insurance
remained fairly stable at E7,556 as compared to E7,551 million in 2002. New
individual business increased to E1,894 million in 2003 from E1,706 million in
2002. The increase in new individual business was attributable to premium income
from new Altersvermogensgesetz policies. Allianz Pensionskasse, in particular,
was successful in acquiring new business.
Group life insurance gross premiums written increased E550 million, or
30.3%, to E2,368 million in 2003 from E1,818 million in 2002, due primarily to
successful development of new distribution capacities for occupational pension
schemes.
Earnings After Taxes and Before Goodwill Amortization. In Germany,
earnings after taxes and before goodwill amortization from life insurance
operations decreased by E68 million, or 162.5%, to a loss of E6 million in 2003
from income of E62 million in 2002, reflecting significantly lower realized
gains on the disposition of investments and higher tax charges, offset in part
by reduced impairments recorded on investments and lower acquisition costs and
administrative expenses. Tax charges in 2003 amounted to E222 million and
reflected the change in tax laws in Germany as a result of which the tax-exempt
status of dividends and capital gains from the sale of interests in equity
investments was abolished. In addition, deductions for certain realized losses
and writedowns on interests in investment funds are no longer permitted. The
statutory expense ratio decreased to 6.8% in 2003 from 9.4% in 2002, reflecting
primarily a lower amortization of deferred policy acquisition costs due to a
change in the calculation assumptions. The statutory expense ratio represents
net underwriting expenses as a percentage of statutory net premiums earned.
Under the Allianz Group's accounting policies for life insurance contracts,
which we have adopted the U.S. GAAP accounting standards, premiums earned
include only the cost- and risk-related components of premiums generated from
unit-linked and other investment-oriented products, but do not include the full
amount of statutory premiums earned on these products. Statutory premiums earned
are total revenues earned from sales of life insurance policies, in accordance
with the statutory accounting practices applicable in the insurer's home
jurisdiction.
75
YEAR ENDED DECEMBER 31, 2002 COMPARED TO YEAR ENDED DECEMBER 31, 2001
Gross Premiums Written. In Germany, life insurance premiums increased E400
million, or 4.5%, to E9,369 million in 2002 from E8,969 million in 2001, due
primarily to a substantial increase in new business, reflecting the increased
efficiency of our life insurance distribution channels, including Dresdner Bank.
Individual life insurance policies, which include endowment, term and
annuity policies, accounted for 80.6% of our gross life insurance premiums
written in Germany in 2002. Gross premiums written on individual life insurance
increased by 3.5%, to E7,551 million in 2002 from E7,294 million in 2001, due
primarily to increased individual pension business. New individual business
increased to E1,706 million in 2002 from E1,400 million in 2001. The increase in
new individual business was attributable to premium income from new
Altersvermogensgesetz policies, many of which were sold in 2001 but had premium
payments that began on January 1, 2002. Sales of such policies slowed
market-wide in 2002 as a result of weakening customer demand for such policies
due to the complexity of such policies, public skepticism regarding the
Altersvermogensgesetz scheme and public discussion of the possibility of further
pension-related reforms.
Group life insurance gross premiums written increased E143 million, or
8.5%, to E1,818 million in 2001 from E1,675 million in 2001, due primarily to
successful development of new distribution capacities for occupational pension
schemes.
Earnings After Taxes and Before Goodwill Amortization. In Germany,
earnings after taxes and before goodwill amortization from life insurance
operations decreased by E3 million, or 4.6%, to E62 million in 2002 from E65
million in 2001, due primarily to reduced costs and a lower tax expense, offset
in part by substantial impairments recorded on investments as a result of
weakness in the capital markets. Despite the increase in new business,
acquisition costs decreased by 26.2%, and the expense ratio decreased to 9.4% in
2002 from 13.7% in 2001, reflecting primarily lower amortization of deferred
policy acquisition costs.
HEALTH INSURANCE
Allianz Private Health is the third-largest private health insurer in
Germany, with approximately 2.3 million customers in 2003. Allianz Private
Health has strong ties to the German medical profession and is the largest
health insurer for this profession in Germany and is a major provider of group
health insurance.
The German statutory healthcare system operates as a mandatory system for
persons with incomes below a specified threshold (Versicherungspflichtgrenze)
and allows persons with incomes above the threshold to voluntarily opt out of
the statutory system and use the private healthcare system. Currently, the
German healthcare system is dominated by the German statutory schemes, while
private providers of health insurance, including Allianz Private Health, compete
for the remainder.
In January 2003, this specified income threshold was raised by the German
legislator in order to stabilize and maintain the statutory healthcare system.
As a consequence, the number of individuals who are able to choose protection
under the private healthcare system decreased. While this measure reduces new
business for full private health coverage for salaried employees, it also
creates new business opportunities for supplementary insurance for individuals
insured under statutory health insurance plans. Further changes to the German
healthcare system are currently being considered, in particular with a view to
reducing costs. Enactment into law of any such changes may have an impact on
private health insurance providers, as the amount of new business written under
full private health coverage may further decrease.
Allianz Private Health provides a wide range of health insurance products,
including full private healthcare coverage for the self-employed, salaried
employees and civil servants; supplementary insurance for people insured under
statutory health insurance plans; daily sickness allowance for the self-employed
and salaried employees; hospital daily allowance; supplementary care insurance;
and foreign travel medical expenses insurance.
Like endowment and other life insurance products, health insurance products
include mandatory profit-sharing features, whereby Allianz Private Health, like
any other German private health insurer, returns 80% of
76
the statutory profit on its health business, after the payment of claims and
claims costs, the establishment of reserves, payment of taxes and other
expenses, to policyholders annually, generally in the form of premium subsidies
or rebates. Since the beginning of 2000, Allianz Private Health has also been
required by law to allocate to its policyholders 90% of interest surplus which
is a component of statutory profits. As with our endowment policies in Germany,
the actual level of profit sharing we provide our policyholders is, for
competitive reasons, in excess of the statutory minimum and has been between 85%
and 90% of statutory profits in recent years.
RESULTS OF OPERATIONS
The following table sets forth the components of health insurance gross
premiums written in Germany for the years 2003, 2002, and 2001:
YEAR ENDED DECEMBER 31,
------------------------
2003 2002 2001
------ ------ ------
(E IN MILLIONS)
Individual policies......................................... 2,233 2,180 2,054
Group policies.............................................. 727 685 637
----- ----- -----
Total..................................................... 2,960 2,865 2,691
===== ===== =====
Medical expense insurance................................... 2,136 2,029 1,853
Other personal supplementary insurance...................... 379 370 370
Compulsory long-term care insurance......................... 209 230 230
Other health insurance...................................... 236 236 238
----- ----- -----
Total..................................................... 2,960 2,865 2,691
===== ===== =====
YEAR ENDED DECEMBER 31, 2003 COMPARED TO YEAR ENDED DECEMBER 31, 2002
Gross Premiums Written. Health insurance premiums in Germany increased by
E95 million, or 3.3%, to E2,960 million in 2003 from E2,865 million in 2002.
This increase was due primarily to rate increases in medical expense insurance
and to new business.
Gross premiums written on medical expense insurance, which accounted for
72.2% of health insurance premiums in Germany in 2003, increased by E107
million, or 5.3% to E2,136 million in 2003 from E2,029 million in 2002. The
increase was attributable primarily to rate increases and new business. Gross
premiums written on other personal supplementary insurance increased to E379
million in 2003 compared to E370 million in 2002. Gross premiums written on
compulsory long-term care insurance decreased to E209 million in 2003 compared
to E230 million in 2002 due to a mandatory industry-wide reduction in long-term
care premium rates. Gross premiums written on other health insurance in Germany
remained unchanged E236 million in 2003.
Earnings After Taxes and Before Goodwill Amortization. In Germany,
earnings after taxes and before goodwill amortization from health insurance
operations decreased significantly by E58 million, or 90.6%, to E6 million in
2003 from E64 million in 2002, due primarily to higher tax charges as a result
of the changes in German tax law discussed above, offset in part by improved
underwriting and investment results. Tax charges in total amounted to E200
million.
YEAR ENDED DECEMBER 31, 2002 COMPARED TO YEAR ENDED DECEMBER 31, 2001
Gross Premiums Written. Health insurance premiums in Germany increased
E174 million, or 6.5%, to E2,865 million in 2002 from E2,691 million in 2001.
This increase was due primarily to rate increases in medical expense insurance
and new business.
Gross premiums written on medical expense insurance, which accounted for
70.8% of health insurance premiums in Germany in 2002, increased by E176
million, or 9.5% to E2,029 million in 2002 from
77
E1,853 million in 2001. The increase was attributable primarily to rate
increases and new business. Gross premiums written on other personal
supplementary insurance and compulsory long-term care insurance remained
unchanged at E370 million and E230 million, respectively, in 2002 compared to
E370 million and E230 million, respectively, in 2001. Gross premiums written on
other health insurance in Germany decreased to E236 million in 2002 from E238
million in 2001.
Earnings After Taxes and Before Goodwill Amortization. In Germany,
earnings after taxes and before goodwill amortization from health insurance
operations increased by E16 million, or 33.3%, to E64 million in 2002 from E48
million in 2001, reflecting primarily improved investment results.
REST OF EUROPE
DESCRIPTION OF BUSINESS
The Rest of Europe is our second-largest market for life/health insurance.
As a percentage of our total life/health gross premiums written worldwide, the
Rest of Europe accounted for 25.3% in 2003, 25.1% in 2002 and 27.2% in 2001.
We conduct our life/health insurance operations in the Rest of Europe
through four main groups of operating companies in France, Italy, Spain and
Switzerland. The life products we write in our various Rest of Europe markets
are written on both an individual and group basis and include traditional term
and annuity products, unit-linked products and endowment and pension products.
The design and features of these products vary by country, depending on local
tax laws, product regulation and market conditions, and are designed to pay
death benefits, optimize inheritances, provide for retirement, pay annuities or
build capital, or combinations of these.
France. We conduct our life/health insurance operations in France through
the companies of the AGF Group. The AGF Group is the eighth-largest life
insurance provider in France based on gross premiums written in 2003. The AGF
Group provides a broad line of life insurance and other financial products,
including short-term investment and savings products. An important portion of
AGF Group's life premiums is generated through the sale of unit-linked policies
and investment-oriented products, for which only the cost-and risk-related
components of premiums are reflected in gross premiums written under U.S. GAAP,
which we have adopted to account for our insurance contracts.
The AGF Group also operates in the French health insurance market through a
separate business unit responsible for both group insurance and health insurance
and offers a wide variety of health products, which are designed to pay benefits
that complement those of the mandatory French social security plan. The results
of our health operations in France are included in part in our property-casualty
segment and in part in our life segment.
Italy. We conduct our life/health insurance operations in Italy primarily
through the Italian Subsidiaries. Taken together, the Italian Subsidiaries are
the second-largest life insurer in the Italian market based on gross premiums
written in 2003. The Italian Subsidiaries' individual life policies are
primarily endowment policies but also include annuities and other policies,
including capitalization and other products. Consistent with trends in the
Italian market generally, the Italian Subsidiaries' products include an
increasing amount of unit-linked policies, where policyholders participate
directly in the performance of policy-related investments, and a decreasing
amount of endowment products. In 2003, sales of unit-linked and equity-linked
products sold through banks represented 74% of our total statutory life premiums
in Italy, reflecting the importance of this distribution channel. The Italian
Subsidiaries' unit-linked policies include products linked to funds managed by
the Italian Subsidiaries, as well as by third-party investment managers, and
index-linked products.
Spain. We are the eighth-largest life insurance provider in Spain based on
gross premiums written in 2003. We conduct our life/health operations in Spain
primarily through Allianz Spain and through Eurovida, our joint venture with
Banco Popular. Our Spanish life insurance subsidiaries sell mainly traditional
life insurance and pensions and unit-linked products.
78
Switzerland. We conduct our life/health operations in Switzerland
primarily through the Allianz Suisse Lebensversicherungs-Gesellschaft and Phenix
Vie, which together we refer to as our "Swiss Life/Health Subsidiaries." Taken
together, the Swiss Life/Health Subsidiaries are the sixth-largest life
insurance provider in Switzerland based on gross premiums written in 2003. The
Swiss Life/Health Subsidiaries sell a wide range of individual and group life
insurance products, including retirement and old age, death and disability
products.
Other. We conduct significant life/health operations in the remainder of
the Rest of Europe through approximately 18 Allianz subsidiaries in more than 13
other European countries. In Austria, we operate through our life insurance
subsidiary Allianz Elementar Leben. We serve the Belgian life insurance market
primarily through AGF Belgium Insurance and the Netherlands life insurance
market primarily through Allianz Nederland Levensverzekering N.V. Our largest
life insurance subsidiaries in other countries in the Rest of Europe by premiums
written are located in Belgium, Austria, Great Britain, Netherlands and
Slovakia. Our life insurance products in Other Rest of Europe are generally the
same as the life products we offer in the German market. Our life insurance
operations in Other Rest of Europe had gross premiums written of E1,356 million
in 2003, E1,260 million in 2002 and E1,148 million in 2001. With Hungary,
Poland, the Czech Republic and Slovakia joining the European Union with effect
from May 1, 2004, our business prospects for the coming years should be even
more promising.
RESULTS OF OPERATIONS
The following table shows key financial data for our Rest of Europe
life/health operations. Consistent with our general practice, gross premiums
written and earnings after taxes and before goodwill amortization by geographic
region are presented before consolidation adjustments representing the
elimination of transactions between Allianz Group companies in different
countries and different segments.
REST OF EUROPE -- LIFE/HEALTH: KEY DATA
YEAR ENDED DECEMBER 31,
---------------------------------------------------------------------------------------
2003 2002 2001
--------------------------- --------------------------- ---------------------------
EARNINGS AFTER EARNINGS AFTER EARNINGS AFTER
GROSS TAXES AND BEFORE GROSS TAXES AND BEFORE GROSS TAXES AND BEFORE
PREMIUMS GOODWILL PREMIUMS GOODWILL PREMIUMS GOODWILL
WRITTEN AMORTIZATION WRITTEN AMORTIZATION WRITTEN AMORTIZATION
-------- ---------------- -------- ---------------- -------- ----------------
(E IN MILLIONS)
France................. 1,572 208 1,493 (231) 1,556 97
Italy.................. 1,239 223 1,298 287 1,336 261
Switzerland............ 557 (8) 651 (80) 584 (17)
Spain.................. 540 33 502 30 879 28
Other.................. 1,356 38 1,260 (114) 1,148 12
Consolidation
adjustments.......... (22) -- (23) (2) (17) --
----- --- ----- ---- ----- ---
Total................ 5,242 494 5,181 (110) 5,486 381
===== === ===== ==== ===== ===
79
OTHER REST OF EUROPE -- LIFE/HEALTH: KEY DATA
YEAR ENDED DECEMBER 31,
---------------------------------------------------------------------------------------
2003 2002 2001
--------------------------- --------------------------- ---------------------------
EARNINGS AFTER EARNINGS AFTER EARNINGS AFTER
GROSS TAXES AND BEFORE GROSS TAXES AND BEFORE GROSS TAXES AND BEFORE
PREMIUMS GOODWILL PREMIUMS GOODWILL PREMIUMS GOODWILL
WRITTEN AMORTIZATION WRITTEN AMORTIZATION WRITTEN AMORTIZATION
-------- ---------------- -------- ---------------- -------- ----------------
(E IN MILLIONS)
Belgium................ 324 (62) 314 (70) 316 (21)
Netherlands............ 138 11 145 (33) 157 34
Austria................ 305 4 294 8 274 6
Great Britain.......... 143 67 153 (13) 130 --
Greece................. 70 1 71 (1) 63 (18)
Luxembourg............. 40 (9) 26 (7) 27 4
Portugal............... 59 7 52 8 47 6
----- --- ----- ---- ----- ---
Western and Southern
Europe............ 1,079 19 1,055 (108) 1,014 11
----- --- ----- ---- ----- ---
Slovakia............... 121 6 71 4 15 1
Hungary................ 53 4 51 3 44 5
Czech Republic......... 43 2 35 (9) 35 (1)
Poland................. 30 1 27 (3) 29 (4)
Croatia................ 19 5 14 -- 8 1
Bulgaria............... 8 1 6 -- 3 --
Romania................ 3 -- 1 (1) -- (1)
----- --- ----- ---- ----- ---
Central and Eastern
Europe............ 277 19 205 (6) 134 1
----- --- ----- ---- ----- ---
Total............. 1,356 38 1,260 (114) 1,148 12
===== === ===== ==== ===== ===
YEAR ENDED DECEMBER 31, 2003 COMPARED TO YEAR ENDED DECEMBER 31, 2002
Gross Premiums Written. In Rest of Europe, life/health gross premiums
written increased by E61 million, or 1.2%, to E5,242 million in 2003 from E5,181
million in 2002, reflecting primarily increases in gross premiums written in
France, Slovakia and Spain, offset in part by decreases in gross premiums
written in Switzerland and Italy.
Earnings After Taxes and Before Goodwill Amortization. In Rest of Europe,
earnings after taxes and before goodwill amortization from life/health insurance
operations increased substantially by E604 million to E494 million in 2003 from
a loss of E110 million in 2002, due primarily to increases in France and
Switzerland.
France. In France, life/health gross premiums written, which include fees
from unit-linked products and investment-oriented products with guaranteed
interest, increased slightly by E79 million, or 5.3%, to E1,572 million in 2003
from E1,493 million in 2002. The increase was due primarily to increased premium
income in our health and group life businesses, reflecting rate increases in our
health line and strong growth in the group life market. We also experienced
moderate growth in our individual life business, reflecting the growth in the
French life insurance market. Earnings after taxes and before goodwill
amortization in France increased by E439 million to E208 million in 2003 from a
loss of E231 million in 2002, primarily as a result of improved investment
results reflecting primarily a realized gain of E743 million on the sale of our
shareholding in Credit Lyonnais in the second quarter of 2003 and the recovery
of the stock markets, as well as reduced policyholders' crediting rates and
administrative expenses.
80
Italy. In Italy, life gross premiums written, which include fees from
unit-linked products, decreased E59 million, or 4.5%, to E1,239 million in 2003
from E1,298 million in 2002. This decrease was primarily attributable to higher
maturities in our traditional life insurance portfolio, partially offset in part
by growth in new business, mainly in investment-oriented products with capital
protection features. Our bancassurance distribution channel was the main
contributor to the growth in new business. Earnings after taxes and before
goodwill amortization in Italy decreased to E223 million in 2003 from E287
million in 2002, due primarily to decreased investment results, despite the
recovery of the stock markets, as a result of a realized gain of E186 million
from the sale of a real estate subsidiary in 2002. Earnings after taxes and
before goodwill amortization were positively affected by a gain of E19 million
in connection with the disposition of a derivative financial instrument that was
used to hedge an investment but did not qualify for hedge accounting.
Spain. In Spain, life gross premiums written increased by E38 million, or
7.6%, to E540 million in 2003 from E502 million in 2002, primarily due to an
increase in our group pension business, reflecting the underwriting of several
large group policies, as well as increases in gross premiums written in other
group business and individual life business. Earnings after taxes and before
goodwill amortization increased by E3 million, or 10.0%, to E33 million in 2003
from E30 million in 2002, due primarily to improved investment results.
Switzerland. In Switzerland, life/health gross premiums written decreased
by E94 million, or 14.4%, to E557 million in 2003 from E651 million in 2002.
This decrease was attributable primarily loan improved actuarial method to
calculate the premium collapsing. In Switzerland, earnings after taxes and
before goodwill amortization increased to a loss of E8 million in 2003 from a
loss of E80 million in 2002, due primarily to improved investment results and
reduced acquisition costs and administrative expenses, offset in part by high
net insurance benefits attributable to the high guaranteed interest rate for
life insurance policies in Switzerland. Earnings after taxes and before goodwill
amortization in 2003 also reflected lower tax benefits as compared to 2002,
which was positively affected by the capitalization of tax losses carried
forward.
Other. Life/health gross premiums written in Other Rest of Europe
increased by E96 million, or 7.6%, to E1,356 million in 2003 from E1,260 million
in 2002. Earnings after taxes and before goodwill amortization in Other Rest of
Europe increased by E152 million to E38 million in 2003, compared with a loss of
E114 million in 2002, reflecting primarily increases in the Netherlands and
Great Britain.
YEAR ENDED DECEMBER 31, 2002 COMPARED TO YEAR ENDED DECEMBER 31, 2001
Gross Premiums Written. In Rest of Europe, life/health gross premiums
written decreased by E305 million, or 5.6%, to E5,181 million in 2002 from
E5,486 in 2001, reflecting primarily decreases in gross premiums written in
Spain, France and Italy, offset in part by increases in Other Rest of Europe and
Switzerland.
Earnings After Taxes and Before Goodwill Amortization. In Rest of Europe,
earnings after taxes and before goodwill amortization from life/health insurance
operations decreased by E491 million, or 128.9%, to a loss of E110 million in
2002 from income of E381 million in 2001. This was due to decreases in France,
Other Rest of Europe and Switzerland, offset in part by increases in Italy and
Spain.
France. In France, life/health gross premiums written, which include fees
from unit-linked products and investment-oriented products with guaranteed
interest, decreased by E63 million, or 4.0%, to E1,493 million in 2002 from
E1,556 million in 2001. The decrease was due primarily to decreased premium
income in our group life business, reflecting the sale of a large group policy
in France in 2001. In addition, we experienced decreased sales in our individual
life business of conventional unit-linked life insurance products, reflecting
the continuing weakness in the capital markets, offset in part by an increase in
investment-oriented products with guaranteed interest. Earnings after taxes and
before goodwill amortization in France decreased significantly by E328 million
to a loss of E231 million in 2002 from income of E97 million in 2001, primarily
as a result of substantial realized losses and impairments recorded on
investments due to unfavorable conditions in the capital markets.
81
Italy. In Italy, life gross premiums written, which include fees from
unit-linked products, decreased E38 million, or 2.8%, to E1,298 million in 2002
from E1,336 million in 2001. This decrease was attributable primarily to
decreased sales of traditional life insurance policies in favor of
investment-oriented products with guaranteed interest. Sales of traditional
unit-linked products slowed in 2002 compared to 2001 as a result of weakness in
the capital markets. Earnings after taxes and before goodwill amortization in
Italy increased to E287 million in 2002 from E261 million in 2001, due primarily
to a realized gain of E186 million from the sale of a real estate subsidiary.
Spain. In Spain, life gross premiums written decreased by E377 million, or
42.9%, to E502 million in 2002 from E879 million in 2001, primarily attributable
to a substantial decrease in our pension group business as a result of a
one-time premium recorded in 2001 in connection with the underwriting of a large
group policy, offset in part by increases in gross premiums written in other
group business and individual life business. Earnings after taxes and before
goodwill amortization increased by E2 million, or 7.1%, to E30 million in 2002
from E28 million in 2001, due primarily to improved investment results, offset
in part by decreased underwriting results.
Switzerland. In Switzerland, life/health gross premiums written increased
by E67 million, or 11.5%, to E651 million in 2002 from E584 million in 2001.
This increase was attributable primarily to an increase in individual business
with high single premiums. In Switzerland, earnings after taxes and before
goodwill amortization decreased to a loss of E80 million in 2002 from a loss of
E17 million in 2001, due primarily to realized losses and impairments recorded
on investments, particularly on equity securities. This decrease was offset by a
tax benefit of approximately E95 million relating to the accrual of deferred tax
benefits attributable to the capitalization of tax losses carried forward.
Other. Life/health gross premiums written in Other Rest of Europe
increased by E112 million, or 9.8%, to E1,260 million in 2002 from E1,148
million in 2001. Earnings after taxes and before goodwill amortization in Other
Rest of Europe decreased significantly by E126 million to a loss of E114 million
in 2002, compared with income of E12 million in 2001, reflecting primarily
reduced earnings after taxes and before goodwill amortization in the Netherlands
and Belgium as a result of weakness in capital markets.
REST OF WORLD
DESCRIPTION OF BUSINESS
As a percentage of our total life/health gross premiums written worldwide,
Rest of World accounted for 12.4% in 2003, 15.7% in 2002 and 14.9% in 2001. Our
primary life/health markets in Rest of World are the United States and the
Asia-Pacific region.
United States. We serve the United States life/health insurance market
through Allianz Life Insurance Company of North America (or Allianz Life), which
is headquartered in Minneapolis, Minnesota. Allianz Life and its subsidiaries
are licensed to write business in all 50 states, the District of Columbia and
Guam. Allianz Life markets a wide variety of life insurance, fixed and variable
annuity contracts, and long-term care insurance to individual and corporate
customers. Allianz Life is a major company in providing fixed annuities
(including equity-indexed annuities) to individuals. Allianz Life also provides
healthcare excess of loss coverage. During 2003, our subsidiary Allianz Life
exited the traditional life reinsurance business. For additional information,
see Note 12 to our consolidated financial statements. In 2003, our total
statutory premiums written from life/health insurance in the United States,
which include sales of investment-oriented products, were E8,566 million, down
from E9,530 million in 2002.
Asia-Pacific. The primary life, health insurance markets in which we
operate in the Asia-Pacific area are as follows:
South Korea. Our insurance operations in South Korea consist of our two
subsidiaries, Allianz Life Insurance Korea Co. Ltd., Seoul, and Hana Allianz,
our newly formed bancassurance joint venture with Hana Bank, Seoul. We refer to
these subsidiaries and joint venture enterprise together as the South Korean
operating entities. The South Korean operating entities market a wide variety of
life insurance products
82
including individual whole life insurance polices, annuities, individual
endowment insurance, education insurance, protection insurance, group life
insurance protection and employee severance plans. Together, the South Korean
Subsidiaries generated E1,609 million in annual statutory premiums in 2003.
Other Asia-Pacific. In addition to the primary markets described above, we
conduct life and accident insurance operations in Taiwan, China, Thailand,
Indonesia, India and Malaysia. We also market a range of health insurance
products in Indonesia and Pakistan.
Other. In view of the prevailing uncertainties in South America we have
abandoned most of our life insurance activities in this region and sold our
companies in Chile in the first half of 2003 and in Brazil in the first quarter
of 2004. In Colombia we are expanding the sale of investment-oriented products.
RESULTS OF OPERATIONS
The following table shows key financial data for our Rest of World
life/health operations. Consistent with our general practice, gross premiums
written and earnings after taxes and before goodwill amortization by geographic
region are presented before consolidation adjustments representing the
elimination of transactions between Allianz Group companies in different
countries and different segments.
REST OF WORLD -- LIFE/HEALTH: KEY DATA
YEAR ENDED DECEMBER 31,
------------------------------------------------------------------------------------
2003 2002 2001
-------------------------- -------------------------- --------------------------
EARNINGS AFTER EARNINGS AFTER EARNINGS AFTER
GROSS TAXES AND BEFORE GROSS TAXES AND BEFORE GROSS TAXES AND BEFORE
PREMIUM GOODWILL PREMIUM GOODWILL PREMIUM GOODWILL
WRITTEN AMORTIZATION WRITTEN AMORTIZATION WRITTEN AMORTIZATION
------- ---------------- ------- ---------------- ------- ----------------
(E IN MILLIONS)
United States............ 1,078 165 1,411 (18) 1,478 (24)
Asia-Pacific............. 1,372 18 1,639 (25) 1,229 (5)
Other.................... 114 2 201 3 303 (20)
----- --- ----- --- ----- ---
Total.................. 2,564 185 3,251 (40) 3,010 (49)
===== === ===== === ===== ===
YEAR ENDED DECEMBER 31, 2003 COMPARED TO YEAR ENDED DECEMBER 31, 2002
Gross Premiums Written. Life/health gross written premiums for Rest of
World decreased by E687 million, or 21.1%, to E2,564 million in 2003 from E3,251
million in 2002. Life/health gross premiums written in the United States were
E1,078 million in 2003, a decrease of E333 million from E1,411 million in 2002.
On a constant currency basis, gross premiums written in the United States
decreased by E121 million, or 8.6%, due primarily to the termination of certain
group accident and health business in 2002, the sale of our traditional life
reinsurance business in 2003 and a decrease in premiums from our fixed annuity
business, offset in part by higher sales of variable annuity products through
our recently expanded distribution channels. Life/health gross premiums written
in the Asia-Pacific region decreased by E267 million, or 16.3%, to E1,372
million in 2003 from E1,639 million in 2002. On a constant currency basis, gross
premiums written in the Asia-Pacific region decreased by E65 million, or 4.0%,
due primarily to decreases in our operations in Taiwan as a result of a change
in the composition of business underwritten from traditional life insurance to
unit-linked insurance business. Life/health gross premiums written in Other Rest
of World decreased by E87 million, or 43.3%, to E114 million in 2003 from E201
million in 2002.
Earnings After Taxes and Before Goodwill Amortization. Life/health
earnings after taxes and before goodwill amortization in Rest of World increased
by E225 million to E185 million in 2003 from a loss of E40 million in 2002. The
increase was primarily the result of higher earnings in the United States, which
increased to E165 million in 2003 from a loss of E18 million in 2002. Improved
investment and capital market performance in the United States drove the higher
earnings through increased realized gains, write-ups of previously impaired
investments and improved operating results on fixed and variable annuity
business. Earnings after taxes and before goodwill amortization in Asia-Pacific
increased by E43 million, to E18 million
83
in 2003 from a loss of E25 million in 2002, due primarily to a substantial
increase in earnings after taxes and before goodwill amortization in Taiwan by
E66 million, primarily as a result of the distribution of unit-linked products,
offset in part by a decrease in earnings after taxes and before goodwill
amortization in South Korea by E42 million, reflecting comparatively high
guaranteed interest rates under current capital market conditions. In 2003,
earnings after taxes and before goodwill amortization from life/health
operations in the United States was E165 million, compared to a loss of E18
million in 2002. The increase in earnings after taxes and before goodwill
amortization was primarily attributable to improved investment and capital
market performance, which resulted in increased realized gains, writeups of
previously impaired investments and improved operating results on fixed and
variable annuity business.
YEAR ENDED DECEMBER 31, 2002 COMPARED TO YEAR ENDED DECEMBER 31, 2001
Gross Premiums Written. Life/health gross written premiums for Rest of
World increased by E241 million, or 8.0%, to E3,251 million in 2002 from E3,010
million in 2001. Life/health gross premiums written in the United States were
E1,411 million in 2002, a decrease of E67 million from E1,478 million in 2001.
On a constant currency basis, gross premiums written in the United States
increased slightly by E9 million, or 0.6%, in 2002. The slight increase was
primarily attributable to growth in our fixed annuity business at Allianz Life
and the expansion of our distribution channels, offset in part primarily by
decreased premium income from other life and health insurance business.
Life/health gross premiums written in Asia-Pacific increased by E410 million, or
33.4%, to E1,639 million in 2002 from E1,229 million in 2001, primarily as a
result of increases in our operations in South Korea, where gross premiums
written increased by E182 million, or 17.2%, to E1,242 million in 2002 from
E1,060 million in 2001, as a result of a significant increase in new business
and Taiwan. Life/health gross premiums written in Other Rest of World decreased
by E102 million, or 33.7%, to E201 million in 2002 from E303 million in 2001,
primarily due to decreased premium income in Brazil, Colombia and Chile.
Earnings After Taxes and Before Goodwill Amortization. Life/health
earnings after taxes and before goodwill amortization in Rest of World increased
by E9 million to a loss of E40 million in 2002 from a loss of E49 million in
2001. The increase was primarily the result of increased earnings after taxes
and before goodwill amortization in South America due to lower acquisition costs
and administrative expenses. Earnings after taxes and before goodwill
amortization in Asia-Pacific decreased by E20 million, to a loss of E25 million
in 2002 from a loss of E5 million in 2001, due primarily to decreased earnings
after taxes and before goodwill amortization in South Korea, reflecting
primarily higher tax expense. In 2002, losses from life/health operations in the
United States were E18 million, compared to a loss of E24 million in 2001, due
primarily to improved underwriting results and a higher volume of business,
offset in part by impairments recorded on investment as a result of weakness in
the capital markets.
COMPETITION
There is substantial competition in Germany and the other countries in
which we do business for the types of insurance products and services that we
provide. This competition is most pronounced in our more mature
markets -- Germany, France, Italy and the United States. In recent years,
however, competition in emerging markets has also increased as large insurance
and other financial services participants from more developed countries have
sought to establish themselves in markets perceived to offer higher growth
potential, and as local institutions have become more sophisticated and have
sought alliances, mergers or strategic relationships with our competitors.
In Germany, which is our largest market for insurance operations, there is
intense competition for virtually all of the products and services that we
provide. In addition, the German insurance sector is a mature market in which we
already have significant market shares in most lines of business.
84
BANKING OPERATIONS
Through our subsidiary Dresdner Bank, we offer a wide range of private,
commercial and investment banking products and services for corporate,
governmental and individual customers, primarily in the European market. Based
on total assets at December 31, 2003, Dresdner Bank was one of the largest banks
in Germany.
We established banking as our fourth core business segment alongside
property-casualty insurance, life/health insurance and asset management
following our acquisition of Dresdner Bank in 2001. We have included Dresdner
Bank in our consolidated financial statements since July 23, 2001, the date of
the acquisition. Our banking segment consists primarily of the banking
operations of Dresdner Bank. Total operating income of our banking segment,
which consists of net interest and similar income, trading income, net fee and
commission income and income resulting from service activities, decreased from
E7,566 million in 2002 to E6,743 million in 2003. Total operating income of our
banking segment was E3,853 million in 2001. The asset management operations of
Dresdner Bank are included in our asset management segment. For a discussion of
our asset management operations, including those of Dresdner Bank, see "-- Asset
Management Operations."
The selected statistical information on our banking operations set forth in
"-- Selected Statistical Information Relating to Our Banking Operations" differs
in significant respects from, and may not be comparable to, the financial
information presented below. Although we have included Dresdner Bank in our
consolidated financial statements since July 23, 2001, the statistical
information includes the banking operations of Dresdner Bank for all periods
presented. The statistical information for all periods presented also includes
the asset management operations of Dresdner Bank, which we do not include in our
banking segment. In addition, the statistical information presents the assets
and liabilities of Dresdner Bank without reflecting the adjustments that are
necessary to apply purchase accounting, which we have applied in the financial
information presented below. For additional information, see "-- Selected
Statistical Information Relating to Our Banking Operations."
Dresdner Bank was founded in 1872 in Dresden, Germany, and grew by
acquisition and branch expansion throughout Germany to become a leading German
bank. In 1952, Dresdner Bank was split into three separate institutions, which
were subsequently reunified to form Dresdner Bank Aktiengesellschaft, Frankfurt
am Main, in 1957. In recent years, Dresdner Bank has made significant
acquisitions in investment banking, including British merchant bank Kleinwort
Benson Group plc in 1995 and U.S.-based investment bank Wasserstein Perella &
Co. in January 2001, and asset management, including U.S. asset manager RCM
Capital Management in 1995.
With approximately 1,040 branch offices and 42,000 employees at December
31, 2003, Dresdner Bank is focused on selected customer groups, geographic
regions and business areas in which the bank traditionally holds a strong
position. Our principal banking products and services include traditional
commercial banking activities such as deposit taking, lending (including
residential mortgage lending) and cash management, as well as corporate finance
advisory services, mergers and acquisitions advisory services, capital and money
market services, securities underwriting and securities trading and derivatives
business on our own account and for our customers.
We operate through the domestic and international branch network of
Dresdner Bank and through various subsidiaries both in Germany and abroad, some
of which also have branch networks. At December 31, 2003, our branch banking
network comprised approximately 950 German branches, giving us a presence
throughout Germany, and 90 non-German branches.
For 2003, Germany, the Rest of Europe and the NAFTA zone accounted for
approximately 51%, 36% and 6%, respectively, of our operating income from
banking operations.
REORGANIZATION OF BUSINESS DIVISIONS
We have reorganized our banking operations significantly since 2001. We
currently conduct our banking business through five divisions, Private and
Business Clients, Corporate Banking, Dresdner Kleinwort
85
Wasserstein, Institutional Restructuring Unit ("IRU") and Other. In 2002, our
main operating divisions were Private and Business Clients and Corporates &
Markets. Since then, effective January 1, 2003, we split our former Corporates &
Markets division into Corporate Banking, to primarily serve our domestic
corporate customers, and Dresdner Kleinwort Wasserstein, to primarily serve our
international corporate customers and to provide investment banking services,
and in the second half of 2003, we integrated our mid-sized corporate clients
business into our Private and Business Clients division, which we had previously
included within our former Corporates & Markets division, in order to serve our
mid-sized corporate clients more effectively.
In September 2002 we announced the establishment of the IRU division,
effective January 1, 2003, with the aim to free up risk capital through the
reduction of risk-weighted assets. For the calculation of risk-weighted assets,
see "-- Regulation and Supervision -- Banking, Asset Management and Investment
Services -- Germany -- Capital Adequacy Requirements." The initial plan to
achieve this aim was to restructure non-performing loans to strategic customers
and to return them to the originating business units, and to maximize the
recovery from the remaining non-performing loans, non-strategic customer loans
and private equity investments, through repayment, sale, hedging, securitization
and other means. During the course of 2003 management decided to maintain the
restructuring of non-performing loans to strategic customers at the originating
business units. For additional information on our IRU division, see "-- Banking
Operations by Division -- IRU -- Description of Business."
In our Other division during 2003, we disposed of our institutional custody
business, with the transfer of such business occurring in the first quarter of
2004. In addition we are currently discussing with a third party to outsource
our domestic retail securities processing (including custody) and payment
processing activities, and expect to complete such transaction in the second
half of 2004. In 2002, we also merged our mortgage banking subsidiary, Deutsche
Hyp, with the mortgage banking subsidiaries of Commerzbank and Deutsche Bank
into a single entity, Eurohypo AG (or Eurohypo). The assets and liabilities of
the former Deutsche Hyp were accordingly deconsolidated as of August 1, 2002. We
account for our remaining interest of 28.5% of Eurohypo using the equity method.
See "-- Banking Operations By Division -- Other -- Description of Business."
COST-CUTTING AND RESTRUCTURING MEASURES
In 2003, in order to further increase operating efficiency and cut costs in
our banking segment, Dresdner Bank supplemented its existing restructuring
programs, introduced since 2000, with new initiatives affecting major parts of
its banking operations. Through these combined initiatives, Dresdner Bank has
announced plans to eliminate an aggregate of approximately 15,700 positions and
to significantly improve the operating efficiency and profitability of Dresdner
Bank. As of December 31, 2003, an aggregate of approximately 9,910 positions had
been eliminated under these initiatives. We believe that we have made
significant progress in 2003 toward reaching our goals, and we intend to
continue striving in 2004 and 2005 toward the successful completion of our
cost-cutting initiatives.
For additional information on restructuring charges recorded in 2003, see
"-- Results of Operations -- Year Ended December 31, 2003 Compared to Year Ended
December 31, 2002 -- Other Expenses." For additional information on
restructuring charges generally, see also Note 21 to our consolidated financial
statements.
The principal cost-cutting and restructuring measures implemented in 2003
were as follows:
In August 2003, as part of our cost-cutting program, we announced an
initiative to eliminate an additional approximately 4,700 positions in our
banking segment by the end of 2005. The focus of this initiative is on our
back-office areas and our support functions, which will primarily affect
Dresdner Bank's head office. The initiative also includes the elimination of
positions at Advance Bank and the outsourcing of certain activities within our
transaction banking business. The aim of the initiative is to eliminate
approximately E1 billion of annual administrative expenses by 2006 through work
force reductions and increased efficiency in our back office areas and support
functions. We recorded restructuring charges of E380 million in 2003 in
connection with the elimination of approximately 3,500 positions of the total
initiative. We expect to record the remaining charges under these plans in 2004,
when such charges qualify
86
under IFRS. Of the aggregate 4,700 positions to be eliminated under this
initiative, approximately 1,100 positions had been eliminated as of April 30,
2004.
Included within the 4,700 positions from the August 2003 initiative, we
plan to eliminate approximately 700 positions in connection with outsourcing our
domestic retail securities processing (including custody) and payment processing
activities. As of April 30, 2004, approximately 300 positions had been
eliminated pursuant to this initiative. We recorded approximately E44 million of
restructuring charges in 2003 in addition to the E380 million of restructuring
charges recorded in the August 2003 initiative. Further, approximately E47
million of impairment charges were recorded relating to our information
technology systems.
In February 2003, as part of our efforts to focus on the Allianz and
Dresdner Bank brands, we announced a plan to integrate the activities of our
direct banking subsidiary Advance Bank into the Allianz Group in 2003. Also
included within the 4,700 positions from the August 2003 initiative, we expect
to eliminate approximately 400 positions by mid-2004. In connection with this
initiative, we recorded restructuring charges of approximately E20 million in
2003, which is included within the E380 million of restructuring charges
recorded in conjunction with the August 2003 initiative. Of the aggregate 400
positions to be eliminated under this plan, approximately 300 positions had been
eliminated as of April 30, 2004.
Over the course of 2003, we also continued to implement the comprehensive
restructuring plans introduced by Dresdner Bank in 2002, 2001 and 2000 to reduce
administrative expenses:
In September 2002, we announced initiatives involving the elimination of an
additional approximately 3,000 positions in our banking segment, including
approximately 2,100 positions in our former Corporates & Markets division, 300
positions in our Private and Business Clients division and 600 positions in our
Other division. In connection with the elimination of the first 1,500 of these
positions, we recorded restructuring charges of approximately E199 million in
2002. In 2003 we recorded an additional approximately E344 million in charges
associated with the termination of the remaining 1,500 positions. Of the
aggregate 3,000 positions to be eliminated under these initiatives,
approximately 2,500 positions had been eliminated as of April 30, 2004.
In September 2001, we announced plans involving an aggregate reduction of
approximately 1,300 positions throughout our banking segment. In the course of
2001, only our restructuring plans at our German subsidiaries were sufficiently
detailed to qualify for restructuring charges to be recorded under IFRS.
Pursuant to such qualifying plans, we recorded charges of E31 million in 2001
for the elimination of approximately 240 positions in branch and support
functions at our German subsidiaries. Pursuant to plans that qualified for
restructuring charges in 2002, we recorded further charges of E73 million in
connection with the elimination of approximately 1,000 positions. In addition,
we recorded charges of approximately E3 million for the elimination of the
approximately 60 remaining positions in 2003. Of the aggregate 1,300 positions
to be eliminated under these plans, approximately 1,200 positions had been
eliminated as of April 30, 2004.
In 2000, Dresdner Bank announced a restructuring plan calling for
consolidation of its German branch network and related back-office activities in
Germany, including closing approximately 300 of our German branches, and the
discontinuation of commercial lending activities outside of Europe that are not
directly related to investment banking, by 2004. These measures included
aggregate job cuts of approximately 5,000 employees. Restructuring charges for
the plan were initially recorded by Dresdner Bank in 2000, with further charges
of approximately E21 million and approximately E10 million recognized during
2003 and 2002, respectively. Of the charges recorded in 2000, we recorded
releases of E7 million in 2003, E76 million in 2002 and E5 million in 2001. The
releases recorded in 2003 reflect management's decision based on review of the
previous plan estimates. The releases recorded in 2002 reflected primarily a
decision not to implement plans to relocate certain banking operations in New
York and changes in estimates of costs associated with the consolidation of
back-office functions in Germany. The releases recorded in 2001 were
attributable to changes in estimates of employee termination costs in connection
with the discontinuation of our commercial lending activities outside Europe. As
a result of this plan, we reduced the total number of German branches from
approximately 1,350 at December 31, 1999 to approximately 1,000 at December 31,
2002. Of the aggregate 5,000 employees to be terminated under this initiative,
all 5,000 employees had been terminated as of April 30, 2004.
87
The following restructuring plans introduced by Dresdner Bank since 2000,
have been completed:
In February 2003, as part of the continued reorganization of our business
structure to focus on our core operating divisions, we publicly announced the
closure of our wholly owned subsidiary Lombardkasse AG (or Lombardkasse), a
broker-dealer specializing in securities custody and clearing transactions. The
closure involved the termination of approximately 80 employees. Charges of
approximately E40 million were recorded within other expenses in 2002 in
connection with the termination of certain service contracts associated with the
closure. All 80 positions had been eliminated as of December 31, 2003.
In April 2002, as part of our ongoing cost-cutting measures, we announced
the elimination of an additional approximately 200 positions in our former
Corporates & Markets division. Costs associated with eliminating these positions
of approximately E17 million were recorded within Acquisition costs and
administrative expenses in 2002 without establishing restructuring provisions.
All 200 of these positions had been eliminated as of December 31, 2002. See
"-- Results of Operations -- Year Ended December 31, 2002 Compared to Year Ended
December 31, 2001 -- Acquisition Costs and Administrative Expenses."
In 2001, in connection with the reorganization of our former Corporates &
Markets division, we recorded charges of approximately E118 million for the
elimination of approximately 1,500 positions, primarily in front and back office
support functions. Associated with the reorganization, additional charges of
approximately E14 million and approximately E6 million were recorded in 2003 and
2002 respectively to reflect a revised estimate of costs associated with leased
property. Of the charges recorded in 2001, we recorded releases of approximately
E6 million and approximately E5 million in 2003 and 2002, respectively. For
additional information on the restructuring charges recorded in 2001, see
"-- Results of Operations -- Year Ended December 31, 2002 Compared to Year Ended
December 31, 2001 -- Other Expenses." Of the 1,500 positions to be reduced under
this reorganization, all 1,500 had been eliminated as of December 31, 2002.
We had approximately 45,000 employees at December 31, 2003 in our banking
segment, compared to approximately 47,000 employees (including part-time
employees and employees on leave) at December 31, 2002.
COMPETITION
We are subject to intense competition in all aspects of our banking
business from both bank and non-bank institutions that provide financial
services and, in some of our activities, from government agencies. Substantial
competition exists among a large number of commercial banks, savings banks,
other public sector banks, brokers and dealers, investment banking firms,
insurance companies, investment advisors, mutual funds and hedge funds to
provide the types of banking products and services that we offer in our banking
operations. In our Private and Business Clients division, our main competitors
are Deutsche Bank, HypoVereinsbank, Commerzbank, Deutsche Postbank, Citibank and
German savings and cooperative banks. In our Corporate Banking division, our
main competitors are Deutsche Bank, Citigroup, Commerzbank and HypoVereinsbank,
as well as the German public state banks and savings and cooperative banks. In
our Dresdner Kleinwort Wasserstein division, our main competitors are Deutsche
Bank, Commerzbank, BNP Paribas, ING and Royal Bank of Scotland. Competition is
based on a number of factors, including distribution systems, transaction
execution, products and services, innovation, reputation and price. In recent
years, we have generally experienced intensifying price competition as
competitors have sought to increase their market share. We believe this trend
will continue.
88
RESULTS OF OPERATIONS
The following table sets forth certain financial information for our
banking operations for the years indicated.
YEAR ENDED DECEMBER 31
---------------------------
2003 2002 2001(1)
------- ------- -------
(E IN MILLIONS)
Interest and similar income.............................. 8,089 13,336 9,085
Income (net) from investments in affiliated enterprises,
joint ventures, and associated enterprises............. 27 2,071(2) 1,016
Other income from investments............................ 751 1,430 628
Trading income........................................... 1,486 1,081 244
Fee and commission income, and income resulting from
service activities..................................... 2,956 2,925 1,474
Other income............................................. 521 432 308
------- ------- -------
Total income............................................. 13,830 21,275 12,755
------- ------- -------
Interest and similar expenses............................ (5,284) (9,509) (6,766)
Other expenses for investments........................... (912) (2,225) (465)
Loan loss provisions..................................... (1,014) (2,222) (588)
Acquisition costs and administrative expenses............ (6,590) (7,581) (3,446)
Amortization of goodwill................................. (263) (241) (70)
Other expenses........................................... (1,967) (1,034) (1,193)
------- ------- -------
Total expenses........................................... (16,030) (22,812) (12,528)
------- ------- -------
Earnings from ordinary activities before taxation........ (2,200) (1,537) 227
Taxes.................................................... 1,025 154 6
Minority interests in earnings........................... (104) 25 (453)
======= ======= =======
Net income (loss)........................................ (1,279) (1,358) (220)
---------------
(1) Reflects the inclusion of Dresdner Bank in our consolidated financial
statements as of July 23, 2001.
(2) Includes a realized gain of E1,912 million resulting from the transfer in
August 2002 of substantially all of Dresdner Bank's German asset management
subsidiaries to ADAM. See "-- Asset Management Operations." The gain on this
transfer was eliminated at the Allianz Group level. In addition, this item
includes a realized gain of E244 million resulting from the merger of
Deutsche Hyp into Eurohypo in August 2002. See "-- Banking Operations By
Division -- Other -- Description of Business."
YEAR ENDED DECEMBER 31, 2003 COMPARED TO YEAR ENDED DECEMBER 31, 2002
In the following section, we discuss the consolidated results of our
banking operations for the years ended December 31, 2003 and 2002. As discussed
below, our banking results in 2002 were significantly affected by the merger
into Eurohypo and deconsolidation on August 1, 2002 of our former mortgage
banking subsidiary Deutsche Hyp (see "-- Banking Operations By
Divison -- Other -- Description of Business"), as well as the E1,912 million of
realized gains recorded in connection with the transfer in August 2002 of
Dresdner Bank's German asset management subsidiaries to ADAM (see "-- Asset
Management Operations").
Operating Income. We measure operating income in our banking operations on
a net basis. Operating income consists of interest and similar income, trading
income, fee and commission income, and income resulting from service activities,
less interest and similar expenses and fee and commission expenses. Operating
income is a measure used by management to calculate and monitor the activities
and operating performance of its banking operations. This measure is used by
other banks, but other banks may calculate
89
operating income on a different basis and accordingly may not be comparable to
operating income as used herein.
The following table shows our banking segment operating income and its
income statement components for the years indicated:
YEAR ENDED
DECEMBER 31,
---------------
2003 2002
------ ------
(E IN MILLIONS)
Interest and similar income................................. 8,089 13,336
Trading income.............................................. 1,486 1,081
Fee and commission income, and income resulting from service
activities................................................ 2,956 2,925
Interest and similar expenses............................... (5,284) (9,509)
Fee and commission expenses(1).............................. (504) (267)
------ ------
Operating income............................................ 6,743 7,566
---------------
(1) See "-- Year Ended December 31, 2003 Compared to Year Ended December 31,
2002 -- Acquisition Costs and Administrative Expenses."
Interest and Similar Income. Interest and similar income consists
primarily of income from loans and advances to banks and to customers and
investment securities and the effects of derivatives qualifying for hedge
accounting treatment. Interest and similar income from our banking operations
was E8,089 million in 2003, a decrease of E5,247 million, or 39.3%, from E13,336
million in 2002, reflecting primarily, the deconsolidation of Deutsche Hyp on
August 1, 2002 and the reduction of risk-weighted interest earning assets in
2003. Interest and similar income from loans and advances to customers, was
E5,454 million, a decrease of E1,638 million, or 23.1%, from E7,092 million in
2002, reflecting the deconsolidation of Deutsche Hyp on August 1, 2002, and
decreased lending volumes primarily to corporate customers in the United States,
South America and Asia as well as the disposition of non-strategic loans through
the IRU. Interest income from lending and money market transactions,
substantially all of which relates to transactions with banks, was E709 million
in 2003, a decrease of E364 million, or 33.9%, from E1,073 million in 2002.
Interest income from lending and money market transactions in 2003 was adversely
affected by both a decrease in average interest yields and a decrease in average
volume. Interest and similar income from investment securities was E950 million,
a decrease of E1,282 million, or 57.4%, from E2,232 million in 2002,
substantially all of which resulted from a decrease in income from
fixed-interest government securities. Income from fixed-interest government
securities decreased to E669 million, a decrease of E1,282 million, or 65.7%,
from E1,951 million in 2002, primarily reflecting the deconsolidation of
Deutsche Hyp on August 1, 2002. Income from corporate debt securities remained
roughly stable at E51 million in 2003, as compared to E50 million in 2002.
Income from equity securities, which consists primarily of dividend income, was
E194 million, a decrease of E12 million, or 5.8%, from E206 million in 2002.
Trading Income. Trading income consists mainly of net interest income,
realized and unrealized gains and losses from trading in interest and equity
products, foreign exchange and precious metals, and the effects of derivative
contracts that do not qualify for hedge accounting. Trading income is net of
interest expense and includes both proprietary trading revenues and margins
realized from trades made on behalf of customers. Trading income was E1,486
million in 2003, an increase of E405 million, or 37.5%, from E1,081 million in
2002. Trading income from interest products was E632 million in 2003, a decrease
of E106 million, or 14.4%, from E738 million in 2002, primarily related to
realized losses on fixed-income government securities. Income from trading in
equity products increased to E178 million in 2003 from a loss of E49 million in
2002, as a result of the recovery in the equity securities markets during the
course of 2003. Income from foreign exchange and precious metals trading was
E359 million in 2003, an increase of E58 million, or 19.3%, from E301 million in
2002, primarily related to increased client business. Other trading income
increased to E317 million in 2003 from E90 million in 2002, due primarily to an
increase in net gains from the trading of financial derivatives contracts
attributable to interest products, and increases in income from the effects of
90
derivative contracts that do not qualify for hedge accounting. Gains or losses
on such financial instruments arising from changes in fair value are included in
trading income. For additional information on trading income in our banking
operations, see Note 28 to our consolidated financial statements.
Fee And Commission Income and Income from Service Activities. Fee and
commission income and income from service activities comprises mainly fees and
commissions from our securities, lending, transaction banking, underwriting and
mergers and acquisitions advisory businesses. Fee and commission income, and
income from service activities was E2,956 million in 2003, an increase of E31
million, or 1.1%, from E2,925 million in 2002. Fee and commission income from
our securities business was E1,306 million in 2003, an increase of E240 million,
or 22.5%, from E1,066 million in 2002, reflecting commissions from the sale of
asset management products. Fee and commission income from our mergers and
acquisitions advisory businesses was negatively affected by a lower volume of
mergers and acquisitions activities in 2003, decreasing to E128 million in 2003
from E252 million in 2002. Fee and commission income from our underwriting
business remained unchanged at E104 million in 2003, comprised primarily of
underwriting of debt securities. In addition, fee and commission income included
income on account and payment transactions (E396 million in 2003 compared to
E390 million in 2002), insurance, real estate and other brokerage commissions
(E343 million in 2003 compared to E232 million in 2002), commissions earned from
lending activities (E160 million in 2003 compared to E196 million in 2002),
commissions earned for asset management products from third-party customers
(E158 million in 2003 compared to E207 million in 2002) and commissions earned
from our ADAM segment for marketing and selling their asset management products
(E74 million in 2003 compared to E113 million in 2002). Other fee and commission
income was E287 million in 2003, a decrease of E78 million or 21.4% from E365
million in 2002.
Interest and Similar Expenses. Interest and similar expense consists
primarily of interest expense on deposits, certificated liabilities and the
effects of derivatives qualifying for hedge accounting treatment. Interest and
similar expense was E5,284 million in 2003, a decrease of E4,225 million, or
44.4%, from E9,509 million in 2002, reflecting primarily, the deconsolidation of
Deutsche Hyp in August 2002, as well as the impact of a general decline in
interest rates and declining loan volumes. The decline in loan volumes was due
primarily to reduced funding requirements as a result of reduced lending
activities. Of the total amount of interest and similar expenses in 2003,
interest expense on deposits was E2,514 million, a decrease of E1,561 million,
or 38.3%, from E4,075 in 2002, due primarily to the general decline in interest
rates. Interest expense on certificated liabilities, consisting of long-term
bonds and certificated money-market instruments, was E1,832 million, a decrease
of E1,801 million, or 49.6%, from E3,633 million in 2002, reflecting primarily
the deconsolidation of Deutsche Hyp in August 2002, as well as reduced issuance
of commercial paper. Interest expense on subordinated liabilities and on profit
participation certificates decreased to E366 million and E111 million in 2003
from E578 million and E133 million in 2002, respectively, reflecting in each
case the impact of a general decline in interest rates as well as declining loan
volumes. See Note 15 to our consolidated financial statements for a discussion
of our subordinated liabilities and profit participation certificates. The
decline in volume was due primarily to reduced funding requirements as a result
of reduced lending activities. Other interest expense was E461 million, a
decrease of E629 million, or 57.7% from E1,090 million in 2002.
Operating Income. Operating income from our banking operations was E6,743
million in 2003, a decrease of E823 million, or 10.9%, from E7,566 million in
2002, reflecting primarily decreased interest and similar income in 2003 due to
lower interest rates and decreased lending volumes. These decreases were offset
in part by a decline in interest and similar expense due to decreased average
liability volumes and lower average interest rates.
We define our net interest spread and our net interest margin by reference
to the information set forth in "-- Selected Statistical Information Relating to
Our Banking Operations -- Average Balance Sheet and Interest Rate Data." Our net
interest spread in 2003, which consists of the difference between the average
interest rate earned on average interest-earning assets of 3.5% and the average
interest rate paid on average interest-bearing liabilities of 3.0%, was 0.5%,
increasing from 0.3% at 2002. Our net interest margin, which we define as net
interest income, including net interest income on trading assets and trading
liabilities, as a percentage of average interest-earning assets, was 0.9% in
2003, compared to 0.7% in 2002. For further
91
information concerning the net interest spread and net interest margin in our
banking business for 2003 and prior years, see "-- Selected Statistical
Information Relating to Our Banking Operation -- Net Interest Margin."
Net Income From Investments In Affiliated Enterprises, Joint Ventures And
Associated Enterprises. Net income from investments in affiliated enterprises,
joint ventures and associated enterprises, which consists primarily of realized
gains and losses from the disposition of such investments, was E27 million in
2003, a substantial decrease of E2,044 million, from E2,071 million in 2002,
reflecting the high levels of realized gains in 2002, attributable primarily to
the transfer of substantially all of Dresdner Bank's German asset management
subsidiaries to ADAM (E1,912 million) and the merger of Deutsche Hyp into
Eurohypo (E244 million). The gain on the transfer to ADAM was eliminated at the
Allianz Group level. See "-- Year Ended December 31, 2002 Compared to Year Ended
December 31, 2001 -- Interest and Similar Income."
Other Income from Investments. Other income from investments consists
primarily of realized gains on investments. Other income from investments was
E751 million in 2003, a decrease of E679 million, or 47.5%, from E1,430 million
in 2002, reflecting large amounts of realized gains in 2002 for the disposition
of equity securities, including intercompany transfers to reposition equity
investments within the Allianz Group, which were eliminated at the Allianz Group
level. Realized gains on the disposition of equity securities, government debt
securities and corporate debt securities available-for-sale were E227 million,
E81 million and E163 million, respectively, in 2003, compared to E1,265 million,
E116 million and E2 million, respectively, in 2002. Other income from
investments also includes the reversal of impairment writedowns on
available-for-sale investment securities recognized in previous years, of E247
million in 2003 compared to E41 million in 2002, generally reflecting the
improvement in global equity markets in the course of 2003.
Other Income. Other income from our banking operations was E521 million in
2003, an increase of E89 million, or 20.6%, from E432 million. Other income from
our banking operations in 2003 consisted primarily of income from releasing or
reducing miscellaneous accrued liabilities (E78 million), non-trading foreign
currency transaction gains (E73 million), gains from disposals of fixed assets
(E9 million), realized gains on the disposal of certain real estate activities
to Eurohypo (E23 million), realized gains related to the sale of the
institutional custody business (E40 million), realized gains from the sale of
certain properties (E37 million) and miscellaneous other income (E261 million).
Other Expenses for Investments. Other expenses for investments from our
banking operations consist of realized losses and impairments recorded on
securities and other investments. Other expenses for investments were E912
million in 2003, a decrease of E1,313 million, or 59%, from E2,225 million in
2002, primarily reflecting decreased impairment charges and realized losses
recorded on investment securities due to the recovery in the capital markets
after the first quarter of 2003. Impairment charges recorded in 2003, primarily
on equity securities, were E715 million, a decrease of E414 million, or 36.7%,
from E1,129 million in 2002. Realized losses, mainly on investments in equity
securities, were E243 million, a decrease of E853 million, or 77.8%, from E1,096
million the previous year.
Loan Loss Provisions. For the year ended December 31, 2003, additions to
net loan loss provisions in our banking segment were E1,014 million, a decrease
of E1,208 million, or 54.4%, from E2,222 million in 2002, reflecting primarily
improved rating procedures, restructuring of the loan portfolio and reduced
defaults from large loan exposures. Net loan loss provisions in 2003 consisted
of E2,186 million of new provisions, offset in part primarily by releases of
E1,103 million of existing provisions and recoveries of E69 million. The E1,014
million of net loan loss provisions is comprised of net specific loan loss
provisions of E1,216 million, net releases of general loan loss provisions of
E148 million and net releases of country risk provisions of E54 million. For
additional information see "-- Selected Statistical Information Relating to Our
Banking Operations" and Note 4 to our consolidated financial statements.
We recorded new specific loan loss provisions of E2,140 million in 2003, a
significant decrease of E749 million, or 25.9%, from E2,889 million in 2002,
primarily as a result of reduced exposure in the corporate lending area. Of this
amount, E1,580 million related to corporate borrowers, a decrease of E571
million, or 26.5%, from E2,151 million in 2002. Provisions for corporate
borrowers related particularly to borrowers in Germany and North America within
the manufacturing, wholesale and retail trade and utility
92
sectors, reflecting general deterioration in credit quality and continuing
insolvencies. We also recorded specific provisions relating to private
individuals, primarily in Germany, of E558 million in 2003, a decrease of E107
million, or 16.1%, from E665 million in 2002, reflecting implementation of
improved loan review tools and processes and restructuring of the loan
portfolio. We also recorded specific provisions relating to banks of E2 million,
compared to E73 million in 2002. Country loan loss provisions were a net release
of E54 million in 2003, compared to a net release of E97 million in 2002,
reflecting primarily decreased lending volumes and net reductions of exposures
subject to country risk provisions. Net general loan loss provisions were a
release of E148 million in 2003, compared to a provision of E89 million the
previous year, reflecting the reduction of loan portfolio and improved risk
management processes. Of the additional net loan loss provisions of E1,014
million in 2003, we recorded E884 million of total net loan loss provisions in
our IRU division primarily related to corporate customers in Germany, while
total of approximately E774 million of the net specific loan loss provisions in
2003 related to borrowers in Germany.
At December 31, 2003, our non-performing loans and potential problem loans
were E9,581 million and E1,717 million, respectively reflecting net decreases of
E2,044 million, or 17.6%, in non-performing loans and E720 million, or 29.5%, in
potential problem loans from year-end 2002. For additional information on non-
performing loans and potential problem loans, see "-- Selected Statistical
Information Relating to Our Banking Operations -- Risk Elements." At December
31, 2003, the ratio of the total allowances for loan losses to total loans was
approximately 5.0%, reflecting a slight decrease from 5.2% at December 31, 2002,
while the ratio of the total allowances for loan losses to total non-performing
loans was approximately 60.1%, reflecting a slight increase from 59.9% at
December 31, 2002. For a discussion of the steps we are taking to improve the
quality of our loan portfolio, see "-- Banking Operations By Division -- IRU."
In 2003, our banking segment's gross loan charge-offs were E1,971 million,
an increase of E34 million, or 1.8%, from E1,889 million in 2002, attributable
primarily to an increase in charge-offs related to loans to German private
individuals and foreign corporate borrowers, offset in part by a decrease in the
charge-offs related to German corporate borrowers. See "-- Selected Statistical
Information Relating to our Banking Operations -- Summary of Loan Loss
Experience."
Acquisition Costs and Administrative Expenses. Acquisition costs and
administrative expenses in our banking segment, which consist primarily of
personnel expenses, operating expenses and fee and commission expenses, were
E6,590 million in 2003, a decrease of E991 million, or 13.1%, from E7,581
million in 2002, primarily as a result of cost-cutting and restructuring
measures and the deconsolidation of Deutsche Hyp in August 2002. Personnel
expenses were E3,637 million in 2003, a decrease of E698 million, or 16.1%, from
E4,335 million, reflecting primarily decreased wages and salary expenses
(including bonuses), social security and pension expenses due to a reduction in
headcount as a result of our ongoing cost-cutting and restructuring measures.
Bonus and retention payments recorded in 2003 amounted in the aggregate to E820
million, compared to E1,058 million the previous year. Operating expenses were
E2,449 million in 2003, a decrease of E530 million, or 17.8%, from E2,979
million in 2002, primarily reflecting a decrease in occupancy-related costs,
attributable to the on-going restructuring measures, as well as a decrease in
marketing and advertising expenses. Operating expenses in 2003 consisted mainly
of occupancy-related costs (E1,049 million), depreciation expenses (E294
million), expenses for amortization of software and other intangible assets
(E210 million), consulting fees (E122 million), travel expenses (E107 million),
marketing and advertising expenses (E76 million), training costs (E80 million)
and other operating expenses (E511 million). Fee and commission expenses were
E504 million in 2003, an increase of E237 million, or 88.8%, from E267 million
in 2002, primarily due to the inclusion in 2003 of the activities of the banking
subsidiary of RAS within our banking segment. For a discussion of our
restructuring program to reduce administrative expenses, see "-- Cost-Cutting
and Restructuring Measures."
Amortization of Goodwill. Amortization of goodwill in our banking
operations was E263 million in 2003, an increase of E22 million, or 9.1%, from
E241 million in 2002, attributable primarily to the acquisitions of additional
shareholdings in Dresdner Bank during 2002. See Note 3 to our consolidated
financial statements.
93
Other Expenses. Other expenses from our banking operations were E1,967
million in 2003, an increase of E933 million, or 90.2%, from E1,034 million in
2002, reflecting primarily restructuring charges of E892 million, writeoffs of
E714 million and E361 million of other expenses. The writeoffs related to
information technology systems, impairments of certain real estate investment
properties and businesses, and realized losses on business discontinuations.
Restructuring charges recorded in 2003 consisted primarily of charges relating
to cost-cutting measures at Dresdner Bank (E840 million). For a discussion of
our restructuring programs, see "-- Cost Cutting and Restructuring Measures."
See also Note 21 to our consolidated financial statements.
Taxes. Taxes on our banking segment were a tax credit of E1,025 million in
2003, compared to a tax credit of E154 million in 2002. The increase in the tax
credit in 2003 is primarily attributable to tax losses and loss carryforwards,
for which a deferred tax asset was recognized.
Minority Interests in Earnings. Minority interests in our banking segment
were E104 million in 2003, compared to a credit of E25 million in 2002 due to
significant increase in earnings of a French banking subsidiary of the AGF Group
in 2003.
Net Income. Net income for our banking operations was a loss of E1,279
million in 2003, compared to a loss of E1,358 million in 2002, reflecting lower
realized gains on investments and increased restructuring expenses, offset in
part by a significantly lower level of loan loss provisions, lower impairments
recorded on securities and other investments and reduced administrative
expenses. The decrease in realized gains on investments was attributable to the
high level of realized gains in 2002, due primarily to the transfer of
substantially all of Dresdner Bank's German asset management subsidiaries to
ADAM, the merger of Deutsche Hyp into Eurohypo and realized gains on equity
securities. See "-- Results of Operations -- Year Ended December 31, 2002
Compared to Year Ended December 31, 2001 -- Net Income." The amount of the loss
was positively affected by a reduced level of net loan loss provisions (E1,014
million) and negatively affected by increased restructuring costs (E892
million). As a result of our cost-cutting and restructuring measures (see
"-- Cost Cutting and Restructuring Measures"), we were able to further reduce
administrative expenses over the course of 2003.
YEAR ENDED DECEMBER 31, 2002 COMPARED TO YEAR ENDED DECEMBER 31, 2001
In the following section, we discuss the consolidated results of our
banking operations for the years ended December 31, 2002 and 2001. This
discussion focuses on factors and trends that affected our consolidated banking
results for the full year 2002 compared to the part-year period after our
acquisition of Dresdner Bank on July 23, 2001, since our banking operations
prior to our acquisition of Dresdner Bank were not significant. As discussed
below, our banking results in 2002 were significantly affected by the merger
into Eurohypo and deconsolidation on August 1, 2002 of our former mortgage
banking subsidiary Deutsche Hyp (see "-- Banking Operations By
Division -- Other -- Description of Business"), as well as the E1,912 million of
realized gains recorded in connection with the transfer in August 2002 of
Dresdner Bank's German asset management subsidiaries to ADAM (see "-- Asset
Management Operations").
Operating Income. We measure operating income in our banking operations on
a net basis. Operating income consists of interest and similar income, trading
income, fee and commission income, and income resulting from service activities,
less interest and similar expenses and fee and commission expenses. Operating
income is a measure used by management to calculate and monitor the activities
and operating performance of its banking operations. This measure is used by
other banks but other banks may calculate the operating income on the basis of
different components and may, thus, not be comparable to the operating income as
used herein.
94
The following table shows operating income and its income statement
components for the years indicated:
YEAR ENDED
DECEMBER 31,
----------------
2002 2001(1)
------ -------
(E IN MILLIONS)
Interest and similar income................................. 13,336 9,085
Trading income.............................................. 1,081 244
Fee and commission income, and income resulting from service
activities................................................ 2,925 1,474
Interest and similar expenses............................... (9,509) (6,766)
Fee and commission expenses(2).............................. (267) (184)
------ ------
Operating income............................................ 7,566 3,853
---------------
(1) Reflects the inclusion of Dresdner Bank in our consolidated financial
statements as of July 23, 2001.
(2) See "-- Year Ended December 31, 2002 Compared to Year Ended December 31,
2001 -- Acquisition Costs and Administrative Expenses."
Interest and Similar Income. Interest and similar income from our banking
operations was E13,336 million in 2002, reflecting primarily a decrease of
approximately E79,700 million, or approximately 19%, of our average
interest-earning assets due to the deconsolidation of Deutsche Hyp as of August
1, 2002 and decreasing interest yields in the major markets in which we operate.
Of this amount, income from loans and advances to customers accounted for E7,092
million. Interest and similar income on loans and advances to customers was
adversely affected by both a decrease in average interest yields and a decrease
in average volume due primarily to the deconsolidation in August 2002 of
Deutsche Hyp, which affected primarily our German operations. Income from
lending and money market transactions was E1,073 million, substantially all of
which related to transactions with banks. Interest income from lending and money
market transactions was also adversely affected by both a decrease in average
interest yields and a decrease in average volume. Interest and similar income
from investment securities was E2,232 million, consisting primarily of income
from fixed-interest government securities of E1,951 million and corporate debt
securities of E50 million, reflecting the significance of fixed-income
securities in our portfolio despite decreased volume in our German operations
due to the deconsolidation in August 2002 of Deutsche Hyp. Income from equity
securities, which consists primarily dividend income, was E206 million,
reflecting primarily a decline in investments in equity securities.
Trading Income. Trading income was E1,081 million in 2002, reflecting
primarily the full-year consolidation of Dresdner Bank in 2002 and a significant
increase in trading income from interest products such as government bonds and
corporate bonds, as well as derivatives on interest products. Trading income
from interest products was E738 million in 2002, reflecting an increase in the
trading volume of interest products due to ongoing weakness in the equity
securities markets. Income from trading in equity products was a loss of E49
million. Income from foreign exchange and precious metals trading was E301
million, while income from the effects of derivative contracts that do not
qualify for hedge accounting declined to E90 million, reflecting the decrease in
income from derivative instruments that do not qualify for hedge accounting and
are therefore recorded at fair value. Gains or losses on such financial
instruments arising from valuation at fair value are included in trading income.
For additional information on trading income in our banking operations, see Note
28 to our consolidated financial statements.
Fee and Commission Income, and Income from Service Activities. Fee and
commission income, and income from service activities was E2,925 million in
2002. Fee and commission income from our securities business was E1,066 million
for this period, reflecting decreased transaction volume in our equity products
business due to the continuing reluctance of German clients to engage in equity
securities transactions in light of market conditions. Fee and commission income
from our mergers and acquisitions advisory businesses (E252 million) and our
underwriting business (E104 million) also was negatively affected as a result of
slowing market activity in the underwriting and advisory businesses in 2002. In
addition, fee and commission
95
income included commission income on account and payment transactions (E390
million), insurance, real estate and other brokerage commissions (E232 million),
commissions earned from lending (E196 million), commissions earned for asset
management products from third-party customers (E207 million) and commissions
earned from our ADAM segment for marketing and selling their asset management
products (E113 million).
Interest and Similar Expenses. Interest and similar expense were E9,509
million in 2002, consisting primarily of interest expense of E4,075 million on
deposits, E3,633 million on certificated liabilities, consisting of long-term
bonds and certificated money-market instruments, as well as long-term
subordinated liabilities (E578 million) and profit participation certificates
(E133 million), which reflected in each case the impact of a general decline in
interest rates as well as declining volumes. The decline in volumes was due
primarily to a decrease of approximately E76,200 million, or 21%, in our average
interest-bearing liabilities due to the deconsolidation in August 2002 of
Deutsche Hyp and reduced funding requirements as a result of reduced lending
activities. The impact of the deconsolidation was particularly evident in
certificated liabilities and in liabilities to customers. Other interest expense
was E1,090 million.
Operating Income. Operating income from our banking operations was E7,566
million in 2002, reflecting primarily decreased interest and similar income due
to lower interest rates and decreased lending volumes, as well as decreased
interest and similar expense due to decreased average liability volumes and
lower average interest rates.
We define our net interest spread and our net interest margin by reference
to the information set forth in "-- Selected Statistical Information Relating to
Our Banking Operations -- Average Balance Sheet and Interest Rate Data." Our net
interest spread, which consists of the difference between the average interest
rate earned on average interest-earning assets of 4.0% and the average interest
rate paid on average interest-bearing liabilities of 3.7%, was 0.3% in 2002,
reflecting an overall reduction in interest income from higher-yielding loans to
customers and investment securities, due primarily to the deconsolidation in
August 2002 of Deutsche Hyp, reduced lending volumes and an overall decline in
the interest rate environment. Our net interest margin, which we define as net
interest income, including net interest income on trading assets and trading
liabilities, as a percentage of average interest-earning assets, was 0.7% in
2002. For further information concerning the net interest spread and net
interest margin in our banking business for 2002 and prior years, see
"-- Selected Statistical Information Relating to Our Banking Operation -- Net
Interest Margin."
Net Income from Investments in Affiliated Enterprises, Joint Ventures and
Associated Enterprises. Net income from investments in affiliated enterprises,
joint ventures and associated enterprises was E2,071 million in 2002, reflecting
primarily a realized gain of E1,912 million resulting from the transfer in
August 2002 of substantially all of Dresdner Bank's German asset management
subsidiaries to ADAM. See "-- Asset Management Operations." The gain on this
transfer was eliminated at the Allianz Group level. In addition, net income from
investments in affiliated enterprises, joint ventures and associated enterprises
included a realized gain of E244 million resulting from the merger of Deutsche
Hyp into Eurohypo in August 2002. See "-- Banking Operations By
Division -- Other -- Description of Business."
Other Income from Investments. Other income from investments was E1,430
million in 2002, primarily as a result of E1,265 million of realized gains on
the disposition of equity securities available-for-sale, including intercompany
transfers to reposition equity investments within the Allianz Group in the
course of 2002, and an additional E116 million on the disposition of government
debt securities available-for-sale. The gains on these intercompany transfers
were eliminated at the Allianz Group level.
Other Income. Other income from our banking operations was E432 million,
consisting primarily of income from releasing or reducing miscellaneous accrued
liabilities (E53 million), non-trading foreign currency transaction gains (E36
million), gains from disposals of fixed assets (E28 million) and other income
(E279 million).
Other Expenses for Investments. Other expenses for investments were E2,225
million in 2002, reflecting E1,129 million of impairments recorded, primarily on
equity securities, and E1,096 million of realized losses,
96
mainly on investments in equity securities. The realized losses on equity
securities reflected primarily realized losses on two major shareholdings as
part of intercompany transfers to reposition equity investments within the
Allianz Group in the course of 2002. The losses on intercompany transfers were
eliminated at the Allianz Group level.
Loan Loss Provisions. For the year ended December 31, 2002, additions to
net loan loss provisions in our banking segment were E2,222 million, consisting
of E3,106 million of new provisions, offset in part primarily by releases of
E810 million of existing provisions and recoveries of E74 million.
We recorded new specific loan loss provisions of E2,889 million in 2002, of
which E2,151 million related to corporate borrowers, particularly in the
telecommunications, media and construction sectors, reflecting the continued
weakness in the global economy, deteriorating credit quality of borrowers and
increased insolvencies. We also recorded specific provisions of E665 million
relating to private individuals and E73 million relating to banks. Country loan
loss provisions were a net release of E97 million in 2002, reflecting releases
of E208 million, due primarily to country upgrades, decreased lending volumes
and other reductions of exposures subject to country risk provisions, offset in
part by increased provisions of E111 million primarily relating to exposures in
Brazil. Net general loan loss provisions were E89 million in 2002, based
primarily on historical loss experience and management's assessment of the
credit quality of the loan portfolio caused by the deteriorating condition of
the global economy. Of the additional net loan loss provisions of E2,222 million
in 2002, we recorded E1,592 million in our former Corporates & Markets division,
primarily in Germany, Latin America and the United States, E561 million in our
Private and Business Clients divisions, primarily in Germany, and E69 million in
our Other division. A total of approximately E1,259 million of the net specific
loan loss provisions in 2002 related to borrowers in Germany.
The continuing weakness in the loan portfolio of our banking segment is
evidenced by the increase in our non-performing loans and potential problem
loans in 2002. For additional information on non-performing loans and potential
problem loans, see "-- Selected Statistical Information Relating to Our Banking
Operations -- Risk Elements." At December 31, 2001, our non-performing loans and
potential problem loans were E13,655 million and E2,876 million, respectively,
which included approximately E3,306 million of non-performing loans and E670
million of potential problem loans, respectively, attributable to the loan
portfolio of Deutsche Hyp. Excluding Deutsche Hyp, at December 31, 2001, our
non-performing loans and potential problem loans were E10,349 million and E2,206
million, respectively. At December 31, 2002, following the deconsolidation of
Deutsche Hyp on August 1, 2002, our non-performing loans and potential problem
loans were E11,625 million and E2,437 million, respectively. On a comparable
basis, excluding loans attributable to Deutsche Hyp, these amounts represented a
net increase of E1,276 million, or 12.3%, in non-performing loans and E231
million, or 10.5%, in potential problem loans from year-end 2001. At December
31, 2002, the ratio of the total allowances for loan losses to total loans was
approximately 5.2%, while the ratio of the total allowances for loan losses to
total non-performing loans was approximately 59.9%, in each case reflecting the
deconsolidation of Deutsche Hyp. These percentages represented an increase from
the corresponding ratio of 4.5% and a decrease from the corresponding ratio of
68.5%, respectively, at December 31, 2001, on a comparable basis excluding loans
and allowances for loan losses attributable to Deutsche Hyp.
Since 2000, Dresdner Bank has charged off loans when, based on management's
judgment, all economically sensible means of recover have been exhausted. Prior
to 2000, Dresdner Bank charged off loans only when all legal means of recovery
had been exhausted. This change in practice has affected both the timing and
amount of charge-offs in the years 2000 to 2002, and in 2002 also affected the
level of our non-accrual loans. In 2002, our banking segment's gross charge-offs
were E1,889 million. See "-- Selected Statistical Information Relating to the
Our Banking Operations -- Summary of Loan Loss Experience."
To reduce our exposure to credit risks, we have taken a variety of steps in
2002 and 2003, including reducing our loans to corporate borrowers in the United
States, Argentina and Brazil. In addition, in 2003, we began the process of
reorganizing certain performing loans to non-strategic customers, non-performing
loans and certain other non-strategic assets into the IRU. See "--
Reorganization of Business Divisions." For
97
additional information, see "-- Selected Statistical Information Relating to Our
Banking Operations -- Summary of Loan Loss Experience."
Acquisition Costs and Administrative Expenses. Acquisition costs and
administrative expenses in our banking segment were E7,581 million in 2002.
Personnel expenses amounted to E4,335 million, reflecting primarily decreased
wages and salary expenses, social security and pension expenses due to a
reduction in headcount as a result of our ongoing cost-cutting and restructuring
measures and the expiration of the bonus and retention agreements with Dresdner
Bank executives and key management personnel made after merger negotiations with
Deutsche Bank in 2000. These decreases were offset in part by continuing bonus
and retention payments made in connection with the acquisition of Wasserstein
Perella & Co. in January 2001. Bonus and retention payments recorded in 2002
amounted in the aggregate to E1,058 million. Operating expenses were E2,979
million, consisting mainly of occupancy-related costs (E1,263 million),
depreciation expenses (E395 million), marketing and advertising expenses (E249
million), expenses for amortization of software and other intangible assets
(E235 million), travel expenses (E143 million), consulting fees (E134 million),
training costs (E125 million) and other operating expenses (E435 million). Fee
and commission expenses E267 million in 2002. For a discussion of our
restructuring program to reduce administrative expenses, see "-- Cost-Cutting
and Restructuring Measures."
Amortization of Goodwill. Amortization of goodwill in our banking
operations was E241 million in 2002, attributable primarily to the acquisition
of Dresdner Bank on July 23, 2001. See Note 3 to our consolidated financial
statements.
Other Expenses. Other expenses from our banking operations were E1,034
million in 2002, reflecting primarily restructuring charges of E245 million, and
impairments recorded of E202 million relating to an investment in a real estate
property owned by Dresdner Bank, as well as other expenses of E587 million,
including E40 million of costs recorded in connection with the termination of
certain service contracts associated with the closure of Lombardkasse.
Restructuring charges recorded in 2002 consisted primarily of charges relating
to cost-cutting measures in our Corporates & Markets division (E288 million),
offset in part by releases of E87 million from restructuring plans initiated by
Dresdner Bank in 2001 and 2000. For a discussion of our restructuring programs,
see "-- Cost Cutting and Restructuring Measures." See also Note 21 to our
consolidated financial statements.
Taxes. Taxes on our banking segment amounted to a tax credit of E154
million in 2002. The tax benefit was due to tax losses, for which a deferred tax
asset was recognized.
Minority Interests in Earnings. Minority interests in our banking segment
were a credit of E25 million in 2002.
Net Income. Net income for our banking operations was a loss of E1,358
million in 2002, reflecting the continued weakness in the capital markets and
the deteriorating credit quality of borrowers in Germany and our other major
markets. The loss was attributable primarily to a significant decline in income
in conjunction with a high level of net loan loss provisions (E2,222 million),
impairments recorded on investment securities (E1,129 million) and realized
losses on investment securities (E1,096 million), offset in part by realized
gains from the transfer of substantially all of Dresdner Bank's German asset
management subsidiaries to ADAM (E1,912 million), the merger of Deutsche Hyp
into Eurohypo (E244 million) and realized gains on equity securities (E1,265
million), as well as a tax credit (E154 million). Although we were able to
reduce administrative expenses significantly over the course of 2002 as a result
of cost-cutting and restructuring measures (see "-- Cost Cutting and
Restructuring Measures"), the reduction in costs was not sufficient to offset
the decline in income.
BANKING OPERATIONS BY DIVISION
In 2002, we conducted our banking operations through two principal
operating divisions, Private and Business Clients and Corporates & Markets. In
2003, we significantly reorganized our banking divisions. See "-- Banking
Operations -- Reorganization of Business Divisions." Following the
reorganization, we conduct our banking operations through five divisions,
Private and Business Clients, Corporate Banking, Dresdner
98
Kleinwort Wasserstein, IRU and Other. The Dresdner Kleinwort Wasserstein
division does not represent the legal entity Dresdner Kleinwort Wasserstein
Group, Ltd. Our Other division includes Dresdner Bank's corporate investments,
corporate items, which consists of income and expense items that are not
directly attributable to one of our other four divisions, and adjustments to
reflect elimination of transactions between divisions, as well as banking
operations that are not part of Dresdner Bank.
To facilitate the comparison of the operating income and net income for
2002 and 2001, we have included the discussion of the results of operations for
our banking operations by division for the year ended December 31, 2003 as
compared to December 31, 2002 according to the former reporting structure.
Additionally, we present below the operating income and earnings after taxes and
before goodwill amortization for the year ended December 31, 2003 and a
discussion of the description of business and the results of operations in 2003
for the banking operations by division according to the new reporting structure.
We also provide information on the reclassification between the divisions as a
result of the reorganization.
The following tables set forth certain key data concerning our banking
operations by division and by geographic region for the years indicated.
Consistent with our general practice, operating income and earnings after taxes
and before goodwill amortization by division, and total income, operating income
and earnings after taxes and before goodwill amortization by geographic region
are presented before consolidation adjustments representing the elimination of
transactions between Allianz Group companies in different geographic regions and
different segments.
BANKING OPERATIONS -- KEY DATA BY DIVISION (2004 REPORTING STRUCTURE)(1)
YEAR ENDED DECEMBER 31, 2003
-----------------------------------------------------------------------
EARNINGS AFTER EARNINGS AFTER
TAXES AND TAXES AND
BEFORE GOODWILL BEFORE GOODWILL
OPERATING INCOME OPERATING INCOME AMORTIZATION AMORTIZATION
(2003 REPORTING (2004 REPORTING (2003 REPORTING (2004 REPORTING
STRUCTURE)(2) STRUCTURE)(2) STRUCTURE) STRUCTURE)
---------------- ---------------- --------------- ---------------
(E IN MILLIONS)
Private and Business Clients..... 3,229 3,019 (173) 53
Corporates and Markets........... 3,727 -- (273) --
Corporate Banking................ -- 1,065 -- 208
Dresdner Kleinwort Wasserstein... -- 2,185 -- 238
IRU.............................. -- 578 -- (933)
Other(3)......................... (213) (104) (466) (478)
Total............................ 6,743 6,743 (912) (912)
----- ----- ------ ------
Amortization of goodwill......... -- -- (263) (263)
Minority Interests............... -- -- (104) (104)
----- ----- ------ ------
Total.......................... 6,743 6,743 (1,279) (1,279)
===== ===== ====== ======
---------------
(1) Reflects the reorganization of the banking divisions and formation of IRU in
2003.
(2) Consists of net interest and similar income, net fee and commission income
and net trading income. Operating income is a measure used by management to
calculate and monitor the activities and operating performance of its
banking operations. This measure is used by other banks but other banks may
calculate the operating income on the basis of different components and may,
thus, not be comparable to the operating income as used herein.
(3) Includes the operations, other than Dresdner Bank, of the remaining banks
within our banking segment.
99
BANKING OPERATIONS -- KEY DATA BY DIVISION (2003 REPORTING STRUCTURE)(1)
YEAR ENDED DECEMBER 31,
------------------------------------------------------------------------------
2003 2002(2) 2001(3)
------------------------ ------------------------ ------------------------
EARNINGS EARNINGS EARNINGS
AFTER TAXES AFTER TAXES AFTER TAXES
AND BEFORE AND BEFORE AND BEFORE
OPERATING GOODWILL OPERATING GOODWILL OPERATING GOODWILL
INCOME(4) AMORTIZATION INCOME(4) AMORTIZATION INCOME(4) AMORTIZATION
--------- ------------ --------- ------------ --------- ------------
(E IN MILLIONS)
Private and Business
Clients................. 3,229 (173) 3,198 (304) 1,480 (160)
Corporates and Markets.... 3,727 (273) 3,877 (1,642) 1,821 (797)
Other..................... (213) (466) 491 804 552 1,260
----- ------ ----- ------ ----- -----
Subtotal................ 6,743 (912) 7,566 (1,142) 3,853 303
----- ------ ----- ------ ----- -----
Amortization of
goodwill................ -- (263) -- (241) -- (70)
Minority Interests........ -- (104) -- 25 -- (453)
----- ------ ----- ------ ----- -----
Total................... 6,743 (1,279) 7,566 (1,358) 3,853 (220)
===== ====== ===== ====== ===== =====
---------------
(1) Does not reflect the reorganization of the banking divisions and formation
of IRU in 2003.
(2) Includes a realized gain of E1,912 million resulting from the transfer in
August 2002 of substantially all of Dresdner Bank's German asset management
subsidiaries to ADAM. See "-- Asset Management Operations." The gain on this
transfer was eliminated at the Allianz Group level. In addition, includes a
realized gain of E244 million resulting from the merger of Deutsche Hyp into
Eurohypo in August 2002. See "-- Other -- Description of Business."
(3) Reflects the inclusion of Dresdner Bank in our consolidated financial
statements as of July 23, 2001.
(4) Consists of net interest and similar income, net fee and commission income
and net trading income. Operating income is a measure used by management to
calculate and monitor the activities and operating performance of its
banking operations. This measure is used by other banks but other banks, may
calculate operating income on a different basis and accordingly may not be
comparable to operating income as used herein.
BANKING OPERATIONS -- KEY DATA BY GEOGRAPHIC REGION(1)
YEAR ENDED DECEMBER 31,
------------------------------------------------------------------------------
2003 2002 2001(2)
--------------------------------- --------------------------------- ------
EARNINGS EARNINGS
AFTER TAXES AFTER TAXES
AND BEFORE AND BEFORE
TOTAL OPERATING GOODWILL TOTAL OPERATING GOODWILL TOTAL
INCOME INCOME(3) AMORTIZATION INCOME INCOME(3) AMORTIZATION INCOME
------ --------- ------------ ------ --------- ------------ ------
(E IN MILLIONS)
Germany.................... 8,362 3,413 (282) 15,976 4,571 1,858 12,515
Rest of Europe............. 5,697 2,397 26 6,687 1,700 (999) 3,853
NAFTA...................... 1,182 385 (351) 2,483 854 (1,527) 984
Rest of World.............. 760 548 197 1,164 441 (474) 544
Consolidation
adjustments(4)........... (2,171) -- (502) (5,035) -- -- (5,141)
------ ----- ---- ------ ----- ------ ------
Total.................... 13,830 6,743 (912) 21,275 7,566 (1,142) 12,755
====== ===== ==== ====== ===== ====== ======
YEAR ENDED DECEMBER 31,
------------------------
2001(2)
------------------------
EARNINGS
AFTER TAXES
AND BEFORE
OPERATING GOODWILL
INCOME(3) AMORTIZATION
--------- ------------
(E IN MILLIONS)
Germany.................... 2,813 1,931
Rest of Europe............. 655 (434)
NAFTA...................... 270 (218)
Rest of World.............. 116 (106)
Consolidation
adjustments(4)........... -- (870)
----- -----
Total.................... 3,853 303
===== =====
---------------
(1) Represents the location of the entity or branch that recorded the
transaction.
(2) Reflects the inclusion of Dresdner Bank in our consolidated financial
statements as of July 23, 2001.
(3) Consists of net interest and similar income, net fee and commission income
and net trading income. Operating income is a measure used by management to
calculate and monitor the activities and operating performance of its
banking operations. This measure is used by other banks but other banks may
100
calculate the operating income on the basis of different components and may,
thus, not be comparable to the operating income as used herein.
(4) Represents elimination of intercompany transactions between Allianz Group
companies in different geographic regions.
PRIVATE AND BUSINESS CLIENTS
DESCRIPTION OF BUSINESS
We serve our private, small business and mid-sized corporate customers
through our Private and Business Clients division. During 2003, we integrated
our mid-sized corporate clients from our former Corporates & Markets division,
as well as transferred approximately E1,800 million of non-strategic assets
within our Private and Business Clients division to our newly established
division, IRU. See "-- IRU." In addition, during 2003 we included the operations
of the banks within our banking division that are not part of Dresdner Bank,
that were included in our Private and Business Clients division, to our Other
division. In 2003, our Private and Business Clients division, under the new
reporting structure, accounted for approximately 44.8% of our operating income
from banking operations.
Our Private and Business Clients business is one of our key strategic
divisions and an important distribution channel for the Allianz Group. We
believe that rising levels of private wealth, increasing emphasis on private
retirement provision and an interest in equity securities and investment funds
are increasing long-term demand not only in Germany, but throughout Europe, for
sophisticated, individualized investment and private retirement provision
advice. Focusing on structured investment and private retirement provision
advice is a core element of our Private and Business Clients strategy. Our
Private and Business Clients operations also continue to grow in importance for
the distribution of investment banking, asset management and insurance products.
As an integrated financial services provider, we offer Allianz insurance
products through our bank branches and Dresdner Bank asset management, financial
planning and other investment products through our insurance agents. We aim to
bundle our banking know-how to provide private individual and small business
corporate clients with similar advisory requirements with an all-around
selection of products and services for their business as well as private
financial needs. In 2003, we provided Private and Business Clients banking
products and services to approximately 5.3 million customers with more than E46
billion of deposits and more than E98 billion of assets held under custody.
Our Private and Business Clients customer base consists of high net-worth
customers worldwide, individual customers in Germany (including affluent
customers), small business and mid-sized corporate customers.
PRODUCTS AND SERVICES
We offer a wide range of banking, asset management and insurance products
and services for high net worth, affluent and other private individual
customers. For our high net worth customers, we offer sophisticated,
personalized solutions through Dresdner Private Banking International. Our
services include advisory and discretionary portfolio management, fund-based
portfolio management, administration of trusts and estates and structural asset
analysis, including tax planning. For our affluent customers, we provide
structured financial advice based on a variety of financial planning and
investment tools and products, such as mutual funds, mutual fund portfolio
management, tax-advantaged products and alternative investments. For our other
private individual customers, our banking products and services include
deposit-taking, the transmission of payments, commercial and consumer lending,
mortgage lending and other property-related financing services, credit card
operations, securities brokerage and asset management services and insurance
products. For our small business and mid-sized corporate customers, we provide
comprehensive financial advice for their private and business needs, including
assistance with credit facilities and securities investment, company pension
scheme and insurance products and services. Further, for our mid-sized corporate
customers we provide comprehensive solutions for the preparation of Basel II. We
allocate fees between our banking segment and our asset management and insurance
segments in the case of cross-segment
101
sales and distribution activities, e.g., the sale of proprietary fund products
or insurance policies through our Private and Business Client distribution
channels.
DISTRIBUTION
In our Private and Business Clients division, we distribute our products
primarily through our branch bank network and our on-site securities advisors.
We also offer our banking products and services through a variety of other
Internet and electronic banking channels, Allianz Group insurance agencies and
call centers.
RESULTS OF OPERATIONS
2004 REPORTING STRUCTURE: YEAR ENDED DECEMBER 31, 2003
Operating Income. Operating income in the Private and Business Clients
division was E3,019 million in 2003, relating primarily to net interest and
current income and fee and commission income from successful sales activities in
the domestic and foreign securities business.
Earnings After Taxes and Before Goodwill Amortization. Earnings after
taxes and before goodwill amortization in the Private and Business Clients
division was E53 million in 2003. Earnings after taxes and before goodwill
amortization was negatively affected by restructuring charges of E174 million in
connection with Dresdner Bank's 2003 initiative to eliminate positions in the
back-office areas and support functions.
2003 REPORTING STRUCTURE: YEAR ENDED DECEMBER 31, 2003 COMPARED TO YEAR ENDED
DECEMBER 31, 2002
Operating Income. Operating income in our Private and Business Clients
division increased slightly to E3,229 million in 2003, as compared to E3,198
million in 2002, reflecting primarily a slight increase in fee and commission
income. The increase in fee and commission income resulted from successful sales
activities in the domestic and foreign securities businesses.
Earnings After Taxes and Before Goodwill Amortization. Earnings after
taxes and before goodwill amortization in our former Private and Business
Clients division was a loss of E173 million in 2003, an improvement of E131
million, or 43.1%, from a loss of E304 million in 2002, primarily as a result of
significant reduction in administrative expenses due to systematic cost
management. Loan loss provisions were also reduced over the prior year due to
implementation of improved loan review tools and processes and the restructuring
of the loan portfolio. Earnings after taxes and before goodwill amortization was
negatively affected by restructuring charges of E270 million in connection with
Dresdner Bank's 2003 initiative to eliminate positions in the back-office areas
and support functions.
YEAR ENDED DECEMBER 31, 2002 COMPARED TO YEAR ENDED DECEMBER 31, 2001
Operating Income. Operating income in our Private and Business Clients
division was E3,198 million in 2002, reflecting primarily flat net interest and
current income and fee and commission income, despite the weakness in the
capital markets, due primarily to the successful introduction of new products.
Earnings After Taxes and Before Goodwill Amortization. Earnings after
taxes and before goodwill amortization in our Private and Business Clients
division amounted to a loss of E304 million in 2002, primarily as a result of
flat income, in combination with a high level of loan loss provisions relating
to German borrowers, offset in part by reduced administrative expenses. The
increase in loan loss provisions was attributable in part to the inclusion in
2002 in our Private and Business Clients division of small business customers,
whose credit quality continued to deteriorate during the year.
CORPORATES & MARKETS
DESCRIPTION OF BUSINESS
In 2002, we served our corporate and capital markets customers through our
former Corporates & Markets division, into which we combined our former
investment banking and corporate clients business
102
divisions in 2001. Through this combination, we aimed to take advantage of our
access to corporate Europe, our strong credit rating, our extensive capital
markets experience around the world and our strong position in Germany and the
United Kingdom.
In 2003, we integrated our mid-sized corporate clients into our Private and
Business Clients division, split our former Corporates & Market division into
two newly established divisions, Corporate Banking and Dresdner Kleinwort
Wasserstein, as well as transferred approximately E33,700 million of
non-strategic assets within our former Corporates & Markets division to our
newly established division, IRU. See "-- IRU." In addition, for reporting and
presentation purposes, we transferred the operations of the banks within our
banking division that are not part of Dresdner Bank, that were included in our
former Corporates & Markets division, to the Other division. The following
discussion is according to the former reporting structure and does not reflect
the reorganization or reclassification mentioned above.
Our former Corporates & Markets division was focused on raising capital for
corporate and institutional customers in our core markets of Germany, the United
Kingdom and other countries in Western Europe and the United States. We offered
a wide range of investment banking, commercial banking and other capital markets
products and services to our Corporates & Markets customers. Our customer base
consisted of approximately 20,000 client groups, most of which were domiciled in
Germany.
PRODUCTS AND SERVICES
Our former Corporates & Markets division offered corporate finance advisory
services on mergers and acquisitions, divestitures, restructurings and other
strategic matters, securities underwriting and market making, securities and
derivatives trading, portfolio management, custodial services, and other capital
markets products and services. We also provided corporate loans, took deposits,
and provided our corporate customers with payment, management consulting, real
estate and other corporate banking services.
DISTRIBUTION
In our former Corporates & Markets division, we relied on relationship
managers and sales teams working together with product specialists to develop
in-depth corporate finance expertise in both investment banking and commercial
banking to meet the capital markets needs of our clients. The goal of this
division was to offer a full range of capital markets products and services to
our Corporates & Markets clients worldwide. Our customers were offered a choice
of three complementary distribution channels: standard "face-to-face" support by
professional advisory staff, the Internet, and our service centers.
RESULTS OF OPERATIONS
2003 REPORTING STRUCTURE: YEAR ENDED DECEMBER 31, 2003 COMPARED TO YEAR ENDED
DECEMBER 31, 2002
Operating Income. Operating income in our Corporates & Market division was
E3,727 million in 2003, a decrease of E150 million, or 3.9%, from income of
E3,877 million in 2002.
Earnings After Taxes and Before Goodwill Amortization. Earnings after
taxes and before goodwill amortization in our former Corporates & Market
division improved significantly by E1,369 million to a loss of E273 million in
2003, from a loss of E1,642 million in 2002, primarily as a result of reduced
loan loss provisions and reduced administrative expenses related to cost-cutting
and restructuring measures.
YEAR ENDED DECEMBER 31, 2002 COMPARED TO YEAR ENDED DECEMBER 31, 2001
Operating Income. Operating income in our former Corporates & Markets
division was E3,877 million in 2002, reflecting mainly decreased net interest
earned and decreased fee and commission income, particularly in our mergers and
acquisitions and other advisory business. Trading income from interest products
was flat, reflecting a shift into interest products as a result of the poor
performance of many equity indices.
103
Earnings After Taxes and Before Goodwill Amortization. Earnings after
taxes and before goodwill amortization in our former Corporates & Markets
division was a loss of E1,642 million in 2002. Earnings after taxes and before
goodwill amortization for our former Corporates & Markets business declined
primarily as a result of decreased net interest earned and fee and commission
income, in conjunction with significant increases in net loan loss provisions
and impairments recorded on private equity investments as a result of
deteriorating economic conditions. Although we were able to reduce
administrative expenses significantly as a result of cost-cutting and
restructuring measures, the reduction in costs was not sufficient to offset the
decline in income.
CORPORATE BANKING
DESCRIPTION OF BUSINESS
We serve our large enterprises, groups and multinational customers through
our Corporate Banking division. Effective January 1, 2003, we split our former
Corporates & Markets division into Corporate Banking, to primarily serve our
domestic corporate customers, and Dresdner Kleinwort Wasserstein, to primarily
serve our international corporate customers and to provide investment banking
services. However, our customers still benefit from the entire range of our
corporate and investment banking products and services provided through the
client relationship managers. In 2003, our Corporate Banking division accounted
for approximately 15.8% of our operating income from banking operations.
The core market for our Corporate Banking division is Germany. We also
assist our customers in Germany with their crossborder activities. We offer a
wide range of commercial banking, structured finance and other corporate finance
products and services to our Corporate Banking customers. We intend to increase
the profitability of the Corporate Banking division by strengthening corporate
finance, through the expansion of the Structured Finance Unit. Within this unit
we will focus on structured, mezzanine and lease financing transactions for
customers. Our customer base consists of approximately 9,000 client groups, most
of which are domiciled in Germany.
PRODUCTS AND SERVICES
Our Corporate Banking division offers corporate loans, structured mezzanine
and lease financing, structured export financing, treasury and securities
products, insurance products, real estate investment solutions, and provides
corporate customers with payment services, global documentary services, asset
management solutions and advice on occupational pension plans.
DISTRIBUTION
In our Corporate Banking division, we assign each client group a client
relationship manager (CRM). The CRM manages and coordinates the Corporate
Banking division's comprehensive expertise. All clients have access to the
entire product range of the Allianz Group via their CRMs and client action
teams, which are composed of product specialists tailored to each customer
individually. In addition, customer service units are set up to operate as
service providers and as direct contact partners for the client in accounting
and account maintenance matters.
RESULTS OF OPERATIONS
2004 REPORTING STRUCTURE: YEAR ENDED DECEMBER 31, 2003
Operating Income. Operating income in our Corporate Banking division was
E1,065 million in 2003, reflecting mainly net interest earned from lending
activities and fee and commission income from our securities, treasury and
transaction services.
Earnings After Taxes and Before Goodwill Amortization. Earnings after
taxes and before goodwill amortization in our Corporate Banking division was
E208 million in 2003, reflecting operating income, offset by loans loss
provisions, administrative expenses and restructuring charges of E90 million.
104
DRESDNER KLEINWORT WASSERSTEIN
DESCRIPTION
We serve our international corporate customers and provide investment
banking services through our Dresdner Kleinwort Wasserstein division. Effective
January 1, 2003, we split our former Corporates and Markets division into
Corporate Banking and Dresdner Kleinwort Wasserstein. Through our new Dresdner
Kleinwort Wasserstein division, we aim to take advantage of our access to
corporate Europe, our extensive capital markets experience around the world and
our strong positions in Germany and the United Kingdom. In 2003, our Dresdner
Kleinwort Wasserstein division accounted for approximately 32.4% of our
operating income from banking operations.
Our Dresdner Kleinwort Wasserstein division is focused on raising capital
for corporate and financial institution customers in our core markets of
Germany, the United Kingdom, the United States and other countries in Western
Europe. We offer a wide range of investment banking, corporate finance and
advisory and other capital markets products and services to our Dresdner
Kleinwort Wasserstein customers.
PRODUCTS AND SERVICES
Our Dresdner Kleinwort Wasserstein division offers corporate finance
advisory services on mergers and acquisitions, divestitures, restructurings and
other strategic matters, securities underwriting and market making,
securitization products and services, securities and derivatives trading,
portfolio management, and other capital markets products and services. Capital
markets combines Dresdner Kleinwort Wasserstein's equity, fixed-income and
foreign currency derivatives capabilities, offering our customers a full range
of structuring and over the counter solutions.
DISTRIBUTION
In our Dresdner Kleinwort Wasserstein division, we rely on relationship
managers and sales teams working together with product specialists to develop
in-depth capital markets expertise in investment banking to meet the capital
markets needs of our clients. Our goal is to offer a full range of capital
markets products and services to our Dresdner Kleinwort Wasserstein clients
worldwide.
RESULTS OF OPERATIONS
2004 REPORTING STRUCTURE: YEAR ENDED DECEMBER 31, 2003
Operating Income. Operating income in our Dresdner Kleinwort Wasserstein
division was E2,185 million in 2003. This amount was comprised primarily of
trading income attributable to the turnaround in our equities and client
business in the area of capital markets and credit derivatives.
Earnings After Taxes and Before Goodwill Amortization. Earnings after
taxes and before goodwill amortization in our Dresdner Kleinwort Wasserstein
division was E238 million in 2003, reflecting operating income offset by
administrative expenses of E1,876 million.
IRU
DESCRIPTION OF BUSINESS
In September 2002 we announced the establishment of the IRU division,
effective January 1, 2003, with the aim to free up risk capital through the
reduction of risk-weighted assets. The initial plan to achieve this aim was to
restructure non-performing loans to strategic customers and to return them to
the originating business units, and to maximize the recovery from the remaining
non-performing loans, non-strategic customer loans and private equity
investments, through repayment, sale, hedging, securitization and other means.
During the course of 2003 management decided to maintain the restructuring of
non-performing loans to strategic customers at the originating business units.
The IRU division now includes the non-strategic business, including private
equity investments, from our Private and Business Clients division (E1,800
million)
105
and our former Corporates & Markets division (E33,700 million). Individual
restructurings of operative units of the Bank are also part of its business. In
2003, our IRU division accounted for approximately 8.6% of our operating income
from banking operations.
As of January 1, 2003, the IRU included approximately E35.5 billion of
assets and undrawn commitments, consisting of approximately E34.1 billion of
loans as well as approximately E1.4 billion of other non-strategic assets,
including private equity investments. Of the E34.1 billion of loans E24.6
billion were fully drawn, and include approximately E6.9 billion of
non-performing loans, approximately E1.1 billion of potential problem loans.
Approximately E9.5 billion of undrawn commitments existed in the IRU at the
beginning of the year. The total exposure in the IRU was reduced by E17.1
billion throughout the year. Approximately E14.5 billion of the reduction
related to performing loans, E1.8 billion to non-performing loans, E0.5 billion
to potential problem loans and E0.3 billion to other investments. During 2003,
some of the IRU's the most significant transactions within international capital
markets included:
- E511 million in May for the disposal of loan portfolios consisting
primarily of loans to borrowers in the United States and Europe;
- E123 million in September relating to the loan and equity portfolio in
Asia Pacific; and
- E1.9 billion during November and December for the reduction of loan
exposure in the North American portfolio.
At December 31, 2003, the IRU included approximately E18.4 billion of
assets and undrawn commitments, consisting of approximately E17.3 billion of
loans and approximately E1.1 billion of other non-strategic assets, including
private equity investments. Of the E17.3 billion of loans E13.8 billion were
fully drawn, and included approximately E5.1 billion of non-performing loans and
approximately E0.6 billion of potential problem loans. Approximately E3.5
billion of undrawn commitments remained at December 31, 2003. As a result of the
significant dispositions throughout 2003, our risk-weighted assets were reduced
by E9.7 billion, at the end of 2003, as compared to E19.9 billion in at January
1, 2003.
RESULTS OF OPERATIONS
YEAR ENDED DECEMBER 31, 2003
Operating Income. Operating income in our IRU division was E578 million in
2003, reflecting primarily net interest and current income on the IRU portfolio.
Earnings After Taxes and Before Goodwill Amortization. Earnings after
taxes and before goodwill amortization in our IRU division was a loss of E933
million in 2003, reflecting primarily operating income offset by loan loss
provisions of E884 million, restructuring charges of E145 million and
administrative expenses of E421 million.
OTHER
DESCRIPTION OF BUSINESS
Our banking segment's Other division contains income and expense items that
are not directly assigned to our operating divisions. Income and expense items
that are not directly assigned to our operating divisions include, in
particular, expenses for banking segment functions and projects affecting more
than one division, realized gains and losses from our strategic investment
portfolio and provisioning requirements for country and general risks. In
addition, other items contain charges for the restructuring measures that have
been introduced. See "-- Banking Operations -- Cost-Cutting and Restructuring
Measures."
In 2003, we reclassified the banking operations, other than the Dresdner
Bank, that were previously included within our Private and Business Clients
division and our former Corporates & Markets division to our Other division. The
following discussion is according to the new reporting structure and reflects
the reorganization and reclassification mentioned above.
106
In our Other division during 2003, we disposed of our institutional custody
business, with the transfer of such business occurring in the first quarter of
2004. In addition we are currently discussing with a third party to outsource
our domestic retail securities processing (including custody) and payment
processing activities, and expect to complete such transaction in the second
half of 2004.
Until August 2002, we served our real estate customers through our real
estate business line, which comprised primarily the business operations of our
mortgage bank Deutsche Hyp and our German real estate fund management
subsidiary, Deutsche Gesellschaft fur Immobilienfonds GmbH (or DEGI). On August
1, 2002, we merged Deutsche Hyp with Rheinische Hypothekenbank AG, the mortgage
banking subsidiary of Commerzbank, and Eurohypo, the mortgage banking subsidiary
of Deutsche Bank, into a single entity, which retained the name Eurohypo. We
deconsolidated Deutsche Hyp and dissolved our real estate business line on
August 1, 2002. We held an ownership interest of 28.5% in Eurohypo as of
December 31, 2003. Our German real estate fund management subsidiary DEGI
remained in our banking segment's Other division.
RESULTS OF OPERATIONS
2004 REPORTING STRUCTURE: YEAR ENDED DECEMBER 31, 2003
Operating Income. Operating income in our Other division was a loss of
E104 million in 2003, reflecting primarily net interest expense on our
investment portfolio and the aggregate negative effects from the application of
IAS 39.
Earnings After Taxes and Before Goodwill Amortization. Earnings after
taxes and before goodwill amortization in our Other division was a loss of E478
million in 2003, primarily as a result of restructuring charges and other
expenses, including impairment losses on information technology systems and real
estate.
2003 REPORTING STRUCTURE: YEAR ENDED DECEMBER 31, 2003 COMPARED TO YEAR ENDED
DECEMBER 31, 2002
Operating Income. Operating income in our Other division was a loss of
E213 million in 2003, a decrease of E704 million, or 143.4%, from an income of
E491 million in 2002, reflecting primarily net interest expense on our
investment portfolio, the aggregate negative effect from the application of IAS
39 and negative consolidation effects.
Earnings After Taxes and Before Goodwill Amortization. Earnings after
taxes and before goodwill amortization in our Other division was a loss of E466
million in 2003, a decrease of E1,270 million, or 158.0%, from E804 million in
2002, primarily as a result of an increase in restructuring charges and other
expenses recorded in 2003, including, impairment losses on information
technology systems and real estate, and a decrease in realized gains recognized
in 2003.
YEAR ENDED DECEMBER 31, 2002 COMPARED TO YEAR ENDED DECEMBER 31, 2001
Operating Income. Operating income in our Other division was E491 million
in 2002, reflecting primarily net interest income from the real estate business
operations of our former mortgage bank, Deutsche Hyp.
Earnings After Taxes and Before Goodwill Amortization. Earnings after
taxes and before goodwill amortization in our Other division was E804 million in
2002. Earnings after taxes and before goodwill amortization was positively
affected by realized gains of E1,912 million on the transfer in August 2002 of
substantially all of Dresdner Bank's German asset management subsidiaries to
ADAM, E1,265 million on intercompany transfers of equity securities and E244
million on the merger in August 2002 of Deutsche Hyp into Eurohypo, offset in
part primarily by realized losses on investment securities (E1,096 million),
impairments recorded on investment securities (E1,129 million) and the negative
effect on income attributable to the deconsolidation in August 2002 of Deutsche
Hyp.
107
ASSET MANAGEMENT OPERATIONS
ASSET MANAGEMENT OPERATIONS
Our asset management segment operates as a global provider of institutional
and retail asset management products and services to third-party investors and
provides investment management services to our insurance operations. We managed
approximately E996 billion of third-party assets, Group's own investments and
separate account assets on a worldwide basis as of December 31, 2003, with key
management centers in Munich, Frankfurt, London, Paris, Singapore, Hong Kong,
Milan, Westport, Connecticut, and San Francisco, San Diego and Newport Beach,
California. The acquisitions of Dresdner Bank on July 23, 2001 and
Nicholas-Applegate on January 31, 2001 increased our third-party assets under
management by E228 billion and E36 billion, respectively, as of the respective
dates of the acquisitions. Our third-party assets under management were
approximately E565 billion as of December 31, 2003. As measured by total assets
under management at December 31, 2003, we were among the five largest asset
managers in the world.
The following table sets forth certain key data concerning our asset
management operations at December 31 for the years indicated:
ASSETS UNDER MANAGEMENT: KEY DATA
DECEMBER 31,
-----------------------------------------------------
2003 2002 2001(1)
--------------- --------------- -----------------
E % E % E %
------- ----- ------- ----- --------- -----
(E IN MILLIONS)
Third-party assets(2)................... 564,714 56.7 560,588 56.7 620,458 55.1
Group's own investments(3).............. 398,818 40.0 403,061 40.7 480,876 42.7
Separate account assets(2)(4)........... 32,460 3.3 25,657 2.6 24,692 2.2
------- ----- ------- ----- --------- -----
Total................................. 995,992 100.0 989,306 100.0 1,126,026 100.0
======= ===== ======= ===== ========= =====
---------------
(1) Reflects the inclusion of Dresdner Bank in our consolidated financial
statements as of July 23, 2001.
(2) Assets are presented at fair value.
(3) Includes adjustments to reflect real estate and investments in affiliated
enterprises, joint ventures and associated enterprises at fair value. These
adjustments were made in order to reflect the definition of Group's own
investments used by management for its controlling purposes. For further
information on fair value see Notes 6 and 7 to our consolidated financial
statements.
(4) Represents investments held on account and at risk of life insurance
policyholders.
Our asset management operations pursue two separate but related objectives.
In our third-party asset management business, we seek to leverage the power of
our portfolio management expertise, existing customer relationships and
distribution to maintain and further develop our position as a leading global
asset manager. In the management of the Allianz Group's own investments, we seek
to maximize long-term total return on our investments for the benefit of our
shareholders and policyholders, including the value of our portfolio of
financial and industrial equity participations, while remaining within the
Allianz Group's risk management guidelines.
We manage our third-party asset management business primarily through ADAM,
our wholly owned asset management subsidiary. We reorganized our former
financial services segment in 2001 under ADAM in order to integrate the asset
management operations of Dresdner Bank, to achieve new economies of scale and to
extend the reach of our distribution networks for asset management products and
services. We consolidated the assets and liabilities and results of operations
of Dresdner Bank's asset management business into our asset management segment
as of July 23, 2001, the date of the acquisition. In 2002, we transferred
substantially all of Dresdner Bank's German asset management subsidiaries to
ADAM. The banking operations formerly included in our financial services segment
are now a part of our banking segment. See "-- Banking Operations." As of
December 31, 2003, ADAM managed approximately E523 billion, or 93%,
108
of our third-party assets under management and approximately E210 billion, or
53%, of our Group's own investments. The remainder of our third-party assets are
managed by Dresdner Bank (approximately E20 billion, or 4%) and other Allianz
Group companies. The majority of our Group's own investments (approximately E189
billion, or 47%) continue to be managed by the respective investment management
units of Allianz Group insurance companies around the world.
We conduct our third party asset management business primarily through our
operating companies worldwide under the umbrella brand ADAM. As part of our
multi-regional strategy, however, we operate under multiple brand names in
different regions. In the United States, our main operating companies include
PIMCO, Nicholas-Applegate, RCM Capital Management (formerly Dresdner RCM Global
Investors), and Oppenheimer Capital. In Europe, we operate primarily through AGF
Asset Management, RAS Asset Management, Deutscher Investment Trust (or dit) and
Dresdner Bank Investment Management (or dbi), as well as RCM Capital Management
and PIMCO. In Asia, our main brands are Allianz Dresdner Asset Management, PIMCO
and Meiji Dresdner Asset Management.
In 2002, together with Guotai Junan Securities (or GTJA), we established
Guotai Junan Allianz Fund Management, a Shanghai-based joint venture that was
the first joint venture fund management company and the first licensed fund
manager with foreign participation in China. Through the combination of GTJA's
distribution network and our international asset management expertise, we
believe our joint venture is well positioned to make successful inroads into
this growth market.
RESULTS OF OPERATIONS
The following table sets forth certain summarized financial information for
our asset management operations for the years indicated:
YEAR ENDED DECEMBER 31,
-------------------------
2003 2002 2001(1)
------ ------ -------
(E IN MILLIONS)
Interest and similar income................................. 60 119 129
Income from affiliated enterprises, joint ventures and
associated enterprises.................................... 10 (12) (3)
Other income from investments............................... 16 35 44
Trading income.............................................. 30 (1) 10
Fee and commission income, and income from service
activities................................................ 2,892 2,918 2,479
Other income................................................ 51 126 79
------ ------ ------
Total income.............................................. 3,059 3,185 2,738
------ ------ ------
Interest and similar expenses............................... (29) (89) (82)
Other expenses for investments.............................. (6) (22) (57)
Net loan loss provision..................................... -- (2) --
Acquisition costs and administrative expenses............... (2,300) (2,473) (1,954)
Amortization of goodwill.................................... (369) (377) (243)
Other expenses.............................................. (458) (551) (795)
------ ------ ------
Total expenses.............................................. (3,162) (3,514) (3,131)
------ ------ ------
Earnings from ordinary activities before taxation........... (103) (329) (393)
Taxes....................................................... 16 92 189
Minority interests in earnings.............................. (183) (230) (182)
------ ------ ------
Net income................................................ (270) (467) (386)
====== ====== ======
---------------
(1) Reflects the inclusion of Dresdner Bank in our consolidated financial
statements as of July 23, 2001.
109
Year Ended December 31, 2003 Compared to Year Ended December 31, 2002
Assets Under Management. Third-party assets under management, Group's own
investments and investments held on account and at risk of life insurance
policyholders increased by E7 billion, or 0.7%, to E996 billion at the end of
2003 from E989 billion at the end of 2002. Third-party assets under management
increased by E4 billion, or 0.7%, to E565 billion at the end of 2003 from E561
billion at the end of 2002. The increase was due to significant net capital
inflows of approximately E25 billion, primarily into fixed income funds, and
capital market gains of approximately E47 billion, offset in part by exchange
rate movements of approximately E68 billion, particularly a decline in the U.S.
dollar. Allianz Group's own investments decreased by E4 billion, or 1.0%, to
E399 billion at the end of 2003 from E403 billion at the end of 2002.
Net Income. Asset management net income increased by E197 million, to a
net loss of E270 million in 2003 from a net loss of E467 million in 2002, due
primarily to decreases in other expenses and acquisition costs and
administrative expenses, which more than offset the decrease in fee and
commission income, and income from service activities in 2003. Total income,
which consists primarily of fee and commission income, and income from service
activities, decreased by E126 million, or 4.0%, to E3,059 million in 2003 from
E3,185 million in 2002, reflecting primarily the negative effects of movements
in exchange rates, offset in part by increased fee and commission income from
higher average assets under management. Total expenses decreased by E352
million, or 10.0%, to E3,162 million in 2003 from E3,514 million in 2002, due
primarily to restructuring measures implemented in 2003 and 2002 at virtually
all of our equity investment operations to increase operational efficiency by
reducing personnel and streamlining back-office operations and product lines.
Total expenses included acquisition-related expenses of E836 million recorded in
2003. The acquisition-related expenses consisted mainly of amortization of
goodwill of E369 million associated with the acquisitions of Dresdner Bank,
PIMCO and Nicholas-Applegate and amortization charges of E137 million relating
to capitalized retention payments to key executives of the PIMCO Group, which
are being amortized over periods of five to seven years from the date of the
acquisition. Another E330 million were primarily retention and compensation
payments for the management and employees of PIMCO and Nicholas-Applegate. In
addition, minority interest amounted to E183 million, of which E66 million
relates to PIMCO's former parent company, which continues to hold a minority
ownership interest in PIMCO. Excluding the effects of the acquisition-related
expenses of E836 million, earnings from ordinary activities before taxation from
our asset management operations would have been E733 million in 2003. Pursuant
to the restructuring of our ownership interest in PIMCO, beginning with the
quarter ended March 31, 2003, neither we nor PIMCO's former parent company could
put or call the entire ownership interest of PIMCO's former parent company in
PIMCO with effect prior to October 2004, although either party could put or call
up to $250 million of such ownership interest in any calendar quarter. In 2003,
the former parent company of PIMCO exercised its right to put a total of $1
billion of such ownership interest to Allianz, approximately $250 million in
each quarter of 2003. Payment for the put of such interests during the first
three quarters of 2003, which totaled $750 million, had been made as of December
31, 2003. The put for such interests during the fourth quarter of 2003, which
amounted to $250 million, had been made as of January 12, 2004. In addition, on
March 31, 2004, a subsidiary of Allianz AG exercised its right to call $250
million of the remaining ownership interest that is held by the former parent
company of PIMCO, with payment therefor made in April 2004. For additional
information, see Note 46 to our consolidated financial statements.
YEAR ENDED DECEMBER 31, 2002 COMPARED TO YEAR ENDED DECEMBER 31, 2001
Assets Under Management. Third-party assets under management, Group's own
investments and investments held on account and at risk of life insurance
policyholders decreased by E137 billion, or 12.2%, to E989 billion at the end of
2002 from E1,126 billion at the end of 2001. The decrease was due primarily to
exchange rate movements (E77 billion with respect to third-party assets),
particularly a decline in the U.S. dollar, and substantial price declines in the
capital markets (E25 billion with respect to third-party assets), offset in part
by significant net capital inflows of approximately E56 billion into fixed-
income funds. Of the decrease, E78 billion represented a decrease in Group's own
investments, while E59 billion represented a decrease in third-party assets
under management. Excluding the effects of exchange rate movements, our
110
third-party assets under management would have increased by E18 billion, or
2.9%, to E638 billion at the end of 2002 due primarily to net inflows of E43
billion, primarily into fixed-income funds.
Net Income. Asset management net income decreased by E81 million, to a net
loss of E467 million in 2002 from a net loss of E386 million in 2001, due
primarily to increased amortization of goodwill reflecting the acquisition and
full-year consolidation in 2002 of Dresdner Bank, as well as minority interest
in earnings related to the PIMCO Group. Total income, which consists primarily
of fee and commission income, and income from service activities, increased by
E447 million, or 16.3%, to E3,185 million in 2002 from E2,738 million in 2001,
reflecting primarily the full-year consolidation in 2002 of Dresdner Bank's
former asset management operations, offset in part by the lower average assets
under management due to the effects of exchange rate movements and price
declines in the capital markets. Total expenses increased by E383 million or
12.2%, to E3,514 million in 2002 from E3,131 million in 2001, due primarily to
the full-year consolidation in 2002 of Dresdner Bank's former asset management
operations, offset in part by restructuring measures implemented in the course
of 2002 at virtually all of our equity investment operations to increase
operational efficiency by reducing personnel and streamlining back-office
operations and product lines. Total expenses included acquisition-related
expenses of E824 million recorded in 2002. The acquisition-related expenses
primarily consisted of amortization of goodwill of E377 million associated with
the acquisitions of Dresdner Bank, PIMCO and Nicholas-Applegate and amortization
charges of E155 million relating to capitalized retention payments to key
executives of the PIMCO Group, which are being amortized over periods of five to
seven years from the date of the acquisition. Another E292 million were
retention and compensation payments for the management and employees of PIMCO
and Nicholas-Applegate. In addition, minority interest of E230 million in our
asset management operations was accounted for mainly by the minority interest in
PIMCO (E162 million) of PIMCO's former parent company, which continues to hold a
minority ownership interest in PIMCO. Our ownership interest in PIMCO was
recently restructured. For additional information, see Note 46 to our
consolidated financial statements. Excluding the effects of the
acquisition-related expenses of E824 million, earnings from ordinary activities
before taxation from our asset management operations would have been E495
million in 2002.
THIRD-PARTY ASSETS
The following table sets forth certain key data concerning our third-party
assets under management at December 31 for the years indicated:
ASSET MANAGEMENT OPERATIONS -- KEY DATA BY GEOGRAPHIC REGION(1)
DECEMBER 31,
---------------------------------------
2003 2002 2001
----------- ----------- -----------
E % E % E %
--- ----- --- ----- --- -----
(E IN BILLIONS, EXCEPT % DATA)
ADAM
Germany................................... 84 14.9% 80 14.3% 96 15.5%
Rest of Europe............................ 39 6.9% 37 6.6% 53 8.5%
NAFTA..................................... 392 69.4% 388 69.1% 409 66.0%
Rest of World............................. 8 1.4% 8 1.4% 26 4.2%
Subtotal............................... 523 92.6% 513 91.4% 584 94.2%
Other(2).................................... 42 7.4% 48 8.6% 36 5.8%
--- ----- --- ----- --- -----
Total.................................. 565 100.0% 561 100.0% 620 100.0%
=== ===== === ===== === =====
---------------
(1) Represents location of Allianz Group asset management operations.
(2) Consists of assets managed by Dresdner Bank (E20 billion, E24 billion and
E27 billion in 2003, 2002 and 2001, respectively) and other Allianz Group
companies (E22 billion, E24 billion and E9 billion in 2003, 2002 and 2001,
respectively). The increase from 2001 to 2002 reflects a reclassification of
certain companies from ADAM in 2001 to other Allianz Group companies in
2002.
111
We have significantly grown our third-party assets under management in
recent years, both through acquisitions such as Dresdner Bank and
Nicholas-Applegate in 2001 and PIMCO in 2000, and through organic growth. We
intend to leverage the PIMCO, dit, Nicholas-Applegate and RCM Capital Management
franchises in further developing our third-party asset management business
through our flagship subsidiaries on a global basis. We believe that the
European markets offer especially attractive opportunities for third-party fund
managers. We also expect that investment fund products, in particular retirement
planning vehicles, will increase in importance in Europe. We expect this trend
to be supported by the increased demographic pressure that state-run pension
systems will face and the rising prevalence of defined contribution
arrangements. We believe that we are well positioned in third-party markets,
especially in Germany, France and Italy, and we are seeking to increase our
market share in these markets.
We are also developing our insurance and banking distribution capabilities,
including our dedicated advisory, branch bank and insurance networks in Europe,
as asset accumulation arms to further our asset management capabilities. Leading
examples of our activities in this area include our operations through Dresdner
Bank, where we have approximately 7,000 financial advisors in branch offices to
distribute our asset management, life insurance and other financial products;
our operations at RAS Group in Italy, with its independent network of licensed
financial advisors who distribute life insurance and financial products; and our
operations at the AGF Group in France, with its network of advisors offering
comprehensive financial planning services. See also "-- Banking Operations."
As a result of the reorganization of our asset management operations under
ADAM, we believe we are well positioned to deliver quality products and services
in all major asset classes for both retail and institutional clients. We aim to
provide our clients with first-class products on a global basis by fully
utilizing our distribution channels and leveraging the asset management
expertise of our specialized asset managers around the world.
We serve a comprehensive range of retail and institutional asset management
clients, including corporate and public pension funds, insurance and other
financial services companies, governments and charities, financial advisors and
private individuals. Our third-party asset management includes primarily equity,
fixed income, money market and sector products, as well as alternative
investments.
The following tables show our third-party assets under management by
investment category and by investor class at December 31 for the years
indicated:
DECEMBER 31,
---------------------------------------
2003 2002 2001
----------- ----------- -----------
E % E % E %
--- ----- --- ----- --- -----
(E IN BILLIONS, EXCEPT % DATA)
Fixed income................................ 409 72.4 405 72.2 377 60.8
Equity...................................... 146 25.8 141 25.1 218 35.2
Other(1).................................... 10 1.8 15 2.7 25 4.0
--- ----- --- ----- --- -----
Total..................................... 565 100.0 561 100.0 620 100.0
=== ===== === ===== === =====
---------------
(1) Includes primarily investments in real estate.
DECEMBER 31,
---------------------------------------
2003 2002 2001
----------- ----------- -----------
E % E % E %
--- ----- --- ----- --- -----
(E IN BILLIONS, EXCEPT % DATA)
Institutional............................... 336 59.5 403 71.8 466 75.2
Retail...................................... 229 40.5 158 28.2 154 24.8
--- ----- --- ----- --- -----
Total..................................... 565 100.0 561 100.0 620 100.0
=== ===== === ===== === =====
112
Our third-party asset management subsidiary ADAM is organized globally into
two principal business lines: global equity and global fixed income. Both asset
management business lines are led by a global head. Together with ADAM's chief
executive officer and chief operating officer, who sets standards and
coordinates corporate controlling and administration, each of the global heads
is also a member of ADAM's executive committee, which is responsible for ADAM's
strategic development and financial performance. In addition, country
organizations led by country managers provide shared infrastructure and
services. ADAM's management structure has been designed to manage the complexity
of its multi-regional, multi-product and multi-channel business activities.
Within this structure, ADAM maintains significant incentives for
entrepreneurship and encourages its business units to operate autonomously.
PORTFOLIO MANAGEMENT
ADAM has globally consistent, well-structured and transparent investment
processes that are based on fundamental primary research. ADAM's goal is to
provide its clients with portfolios that consistently offer superior performance
in accordance with its clients' investment objectives. ADAM aims for
outperformance through active portfolio management coupled with comprehensive
risk management at all levels of the investment process. At December 31, 2003,
we had more than 580 portfolio managers and approximately 200 analysts in major
markets worldwide providing a comprehensive range of actively managed
fixed-income and equity products and services.
Global Fixed Income. ADAM's fixed-income portfolio investment process is
led by PIMCO, one of the world's major fixed-income investment managers. Our
fixed-income product range includes total return, short and long duration,
regional, country-specific, global and other geographic products, sector
products including government and corporate bonds and specialty funds such as
high yield and emerging markets. We deliver our fixed-income products in a broad
range of investment vehicles, including separate accounts, fixed-income mutual
funds and investment trusts.
Global Equity. Our equity portfolio investment products include all major
investment styles: value investment, growth investment and core investment. Our
equity product range comprises regional, country-specific, global and other
geographic products, sector products such as technology, biotechnology, capital
equipment, consumer goods, energy and materials, and finance, as well as large,
medium and small market capitalization funds. We deliver our equity products in
a broad range of investment vehicles.
DISTRIBUTION
In Europe, ADAM markets and services institutional products offered by its
asset management subsidiaries through specialized personnel located primarily in
its Frankfurt, London, Munich, Paris and Milan offices. European retail
distribution is provided primarily through the proprietary channels of the
Allianz Group, including branch bank advisors, full-time agents employed by
affiliated insurance companies and other Allianz Group financial planners and
advisors.
In Germany, ADAM and its predecessors have offered mutual funds since 1949.
The funds are distributed primarily through our branch bank network and our
full-time insurance agents. To strengthen these channels, ADAM provides asset
management specialists and support services, including call centers and client
services.
In France, AGF Asset Management markets a wide range of retail products to
individual investors through its own in-house network of financial advisors,
including full-time agents employed by AGF Group, brokers and specialist
networks.
In Italy, RAS Asset Management offers mutual funds that are marketed
through affiliated financial planners, financial advisors, banks and via the
Internet.
In the United Kingdom and the United States, each of our ADAM asset
managers markets and services its institutional products through its own
specialized personnel. The institutional markets in the United Kingdom and the
United States are dominated by consultants, who advise their clients with regard
to investment strategy and asset allocation, conduct due diligence on and rank
portfolio managers, and conduct
113
searches. As a result, ADAM portfolio managers in these areas put emphasis on
servicing consultants. In addition, in the United States, ADAM asset managers
offer a wide range of retail products. The principal proprietary channel is
PIMCO Funds, which distributes mutual funds managed by its affiliates through
broker-dealers, financial planners, 401(k) funds and other intermediaries. We
also provide "wrap" services through broker-dealers, by managing all or a part
of separate accounts maintained by broker-dealers for their customers. In the
United States, ADAM also advises mutual funds sponsored by third parties,
including other mutual fund families and insurance companies offering variable
annuity products.
ADAM has committed substantial resources to the build-out of a third-party
asset management business in Asia-Pacific. We have offices in Tokyo, Hong Kong,
Singapore, Taipei, Seoul and Sydney, which are being enlarged to accommodate
equity and fixed-income portfolio management as well as institutional and retail
distribution. In 2002, we rebranded our fund management operations across
Asia-Pacific under the umbrella brand ADAM. ADAM is also seeking to leverage its
brand, investment know-how and customer relationships in China and to exploit
the opportunities in this growing asset management market.
COMPETITION
Our main competitors in the asset management business include Deutsche
Bank, AXA, UBS, Credit Suisse, Fidelity Investments, Citigroup, Merrill Lynch,
Capital Group and Amvescap. Each of these entities has large,
multi-jurisdictional and multi-product asset management operations, and most of
them compete with us for both retail and institutional clients.
GROUP'S OWN INVESTMENTS
Our Group's own investments consist of the investment portfolios of our
insurance, banking and asset management operations. Our investment strategy with
regard to our Group's own investments is to maximize long-term total return
while remaining within the Allianz Group's risk management guidelines. These
guidelines relate primarily to the quality of the investments and the matching
of assets and liabilities. Our general policy is to closely match the maturities
and currencies of assets and liabilities. The investment policies of the
insurance subsidiaries reflect the different liability characteristics and tax
profiles of their respective operations. Our internationally integrated teams of
portfolio managers work closely with the regional asset management subsidiaries
to coordinate asset/liability management and product development activities.
Because our insurance investments mostly serve to cover liabilities in the
insurance business, our asset management professionals place a high priority on
high quality, liquid and widely marketable securities in our insurance
investments portfolio. For a discussion of the investment portfolios of our
banking operations, see "-- Selected Statistical Information Relating to Our
Banking Operations." For further discussion regarding our Group's investment
strategy and risk management practices, see "Quantitative and Qualitative
Disclosures about Market Risk."
The following tables set forth the components of our Group's own investment
portfolios by investment category at the end of the years indicated. Consistent
with our general practice, amounts by investment category are presented before
consolidation adjustments representing the elimination of transactions between
Allianz Group companies in different segments. The tabular presentation has
changed from those used in prior years to better reflect the definition of the
Group's own investments as used by management for its controlling purposes. This
definition more closely parallels the European Union insurance accounting
guideline. Real estate owned by the Allianz Group and used for its own
activities is, however, not considered by management to be an investment and,
therefore, does not mirror the real estate category under Note 38 to
114
our consolidated financial statements, which includes real estate owned by the
Allianz Group and used for its own activities in the real estate category.
YEAR ENDED DECEMBER 31, 2003(1)
--------------------------------------------------------------------
PROPERTY- LIFE/ ASSET CONSOLIDATION
CASUALTY HEALTH BANKING MANAGEMENT ADJUSTMENTS TOTAL
--------- ------- ------- ---------- ------------- -------
(E IN MILLIONS)
Investments in affiliated
enterprises, joint ventures
and associated
enterprises................. 48,385 5,717 3,303 6 (50,969) 6,442
Investments
Securities
held-to-maturity....... 389 4,174 114 6 -- 4,683
Securities
available-for-sale..... 69,295 186,040 26,524 558 (4,546) 277,871
Real estate used by third
parties................ 3,391 6,014 1,094 2 -- 10,501
Funds held by others
under reinsurance
contracts assumed...... 7,848 102 -- -- (5,938) 2,012
Trading portfolio
Trading assets.............. 1,375 1,646 143,167 125 (159) 146,154
Trading liabilities......... (353) (1,396) (83,307) -- 221 (84,835)
Other investments(2).......... 12,715 29,735 10 50 (10,517) 31,993
------- ------- ------- --- ------- -------
Total investments............. 143,045 232,032 90,905 747 (71,908) 394,821
======= ======= ======= === ======= =======
---------------
(1) Group's own investments are stated at balance sheet value. Fair values
amounted to E7,135 million on investments in affiliated enterprises, joint
ventures and associated enterprises and to E13,804 million on real estate
used by third parties.
(2) Consist of loans issued by Group enterprises within the Property-Casualty
and Life/Health segments (E21,300 million), bank deposits (E10,686 million),
as well as loans to affiliated enterprises, joint ventures and associated
enterprises (E7 million).
YEAR ENDED DECEMBER 31, 2002(1)
--------------------------------------------------------------------
PROPERTY- LIFE/ ASSET CONSOLIDATION
CASUALTY HEALTH BANKING MANAGEMENT ADJUSTMENTS TOTAL
--------- ------- ------- ---------- ------------- -------
(E IN MILLIONS)
Investments in affiliated
enterprises, joint ventures
and associated
enterprises................. 51,448 6,183 4,349 20 (50,655) 11,345
Investments
Securities
held-to-maturity....... 596 5,199 724 14 -- 6,533
Securities
available-for-sale..... 64,500 177,480 27,586 977 (4,546) 265,997
Real estate used by third
parties................ 3,695 6,395 655 2 -- 10,747
Funds held by others
under reinsurance
contracts assumed...... 8,064 97 -- -- (6,098) 2,063
Trading portfolio
Trading assets.............. 1,404 1,177 122,139 156 (34) 124,842
Trading liabilities......... (544) (825) (52,152) -- 1 (53,520)
Other investments(2).......... 7,978 25,606 -- 39 (6,309) 27,314
------- ------- ------- ----- ------- -------
Total investments........... 137,141 221,312 103,301 1,208 (67,641) 395,321
======= ======= ======= ===== ======= =======
115
---------------
(1) Group's own investments are stated at balance sheet value. Fair values
amounted to E15,013 million on investments in affiliated enterprises, joint
ventures and associated enterprises and to E14,818 million on real estate
used by third parties.
(2) Consist of loans issued by Group enterprises within the Property-Casualty
and Life/Health segments (E18,650 million), bank deposits (E8,328 million),
as well as loans to affiliated enterprises, joint ventures and associated
enterprises (E336 million).
YEAR ENDED DECEMBER 31, 2001(1)
--------------------------------------------------------------------
PROPERTY- LIFE/ ASSET CONSOLIDATION
CASUALTY HEALTH BANKING MANAGEMENT ADJUSTMENTS TOTAL
--------- ------- ------- ---------- ------------- -------
(E IN MILLIONS)
Investments in affiliated
enterprises, joint ventures
and associated
enterprises................. 40,387 6,043 2,079 116 (38,378) 10,247
Investments
Securities
held-to-maturity....... 1,179 5,482 1,013 14 -- 7,688
Securities
available-for-sale..... 76,703 168,030 83,576 1,339 (7,456) 322,192
Real estate used by third
parties................ 5,058 6,394 545 7 -- 12,004
Funds held by others
under reinsurance
contracts assumed...... 8,769 176 -- -- (5,527) 3,418
Trading portfolio
Trading assets.............. 1,373 775 125,741 539 (6) 128,422
Trading liabilities......... (448) (50) (44,052) (2) 14 (44,538)
Other investments(2).......... 7,452 23,360 13 86 (8,123) 22,788
------- ------- ------- ----- ------- -------
Total investments........... 140,473 210,210 168,915 2,099 (59,476) 462,221
======= ======= ======= ===== ======= =======
---------------
(1) Group's own investments are stated at balance sheet value. Fair values
amounted to E24,134 million on investments in affiliated enterprises, joint
ventures and associated enterprises and to E16,731 million on real estate
used by third parties.
(2) Consist of loans issued by Group enterprises within the Property-Casualty
and Life/Health segments (E16,662 million), bank deposits (E5,821 million),
as well as loans to affiliated enterprises, joint ventures and associated
enterprises (E303 million).
INSURANCE OPERATIONS INVESTMENTS
The following is a discussion of the investment portfolio of our insurance
operations. For a discussion of the investment portfolios of our banking
operations, see "-- Selected Statistical Information Relating to Our Banking
Operations."
116
The following table sets forth our Group's own investment portfolios by
geographic region (according to the location of the operating entity that
recorded the investments) at the end of the years indicated:
DECEMBER 31,(1)
---------------------------------------------------------------
2003 2002 2001
------------------- ------------------- -------------------
PROPERTY- LIFE/ PROPERTY- LIFE/ PROPERTY- LIFE/
CASUALTY HEALTH CASUALTY HEALTH CASUALTY HEALTH
--------- ------- --------- ------- --------- -------
(E IN MILLIONS)
Germany............................ 106,223 125,017 100,764 119,786 100,337 117,199
Rest of Europe..................... 62,301 85,523 62,794 80,389 57,889 76,719
NAFTA.............................. 18,184 16,926 19,522 16,095 20,398 12,035
Rest of World...................... 3,352 4,571 2,848 5,088 2,507 4,357
Specialty Lines.................... 5,782 -- 4,278 -- 2,997 --
Consolidated Adjustments........... (52,797) (5) (53,065) (46) (43,655) (100)
------- ------- ------- ------- ------- -------
Total............................ 143,045 232,032 137,141 221,312 140,473 210,210
======= ======= ======= ======= ======= =======
---------------
(1) Group's own investments are shown at balance sheet value.
FIXED-INCOME INVESTMENTS
Excluding trading portfolio, fixed income securities constituted 62.4% of
our property-casualty investment portfolio (after eliminating intra-Group
investment holdings between segments) and 84.5% of our life/health investment
portfolio (after eliminating intra-Group investment holdings between segments)
as of December 31, 2003. The credit quality of our fixed income securities
portfolio has historically been strong. As of December 31, 2003, of the rated
fixed income securities in our Group's own investments portfolio, approximately
36.7% had a rating comparable to a Standard & Poor's rating of AAA,
approximately 72.1% were invested in securities with a Standard & Poor's rating
of AA or better and approximately 99.6% were invested in securities with a
Standard & Poor's rating of BBB or better.
The following table analyzes the maturities of our held-to-maturity and
available-for-sale fixed income investments (including the fixed income
investments of our banking and asset management segments) at December 31, 2003:
HELD-TO-MATURITY AVAILABLE-FOR-SALE
------------------------ ------------------------
AMORTIZED AMORTIZED
COST MARKET VALUE COST MARKET VALUE
--------- ------------ --------- ------------
(E IN MILLIONS)
Contractual term to maturity
Up to one year....................... 363 365 15,897 16,231
Over one year through five years..... 1,963 2,015 79,921 82,558
Over five years through ten years.... 1,874 1,944 93,040 96,754
Over ten years....................... 483 508 33,146 34,058
----- ----- ------- -------
Total............................. 4,683 4,832 222,004 229,601
===== ===== ======= =======
EQUITY INVESTMENTS
Excluding trading portfolio, equity investments constituted 21.4% of our
property-casualty investment portfolio (after eliminating intra-Group investment
holdings between segments) and 11.8% of our life/health investment portfolio
(after eliminating intra-Group investment holdings between segments) as of
December 31, 2003. We have a long-standing strategy of investing life
policyholders' and shareholders' funds and some amounts of property-casualty
cash flow in equities. Since the early 1900's, the life/health and property-
casualty investments in Germany have included equity positions in a number of
well-known German companies.
117
In view of recent weakness in the capital markets, we have reduced our
equity exposure through various divestments and hedging activities. In 2003, we
continued to reduce our exposure to equity investments through the divestments
of certain shareholdings, including our shareholdings in Munich Re and
Beiersdorf AG, which were reduced from 22.4% and 43.6% as of December 31, 2002
to 12.4% and 16.6% as of December 31, 2003.
SIGNIFICANT ALLIANZ GROUP EQUITY INVESTMENTS
The following tables set forth information regarding our significant equity
investments in German and non-German companies at December 31, 2003. Except for
our investment in Eurohypo AG, which is valued by the equity method because we
hold more than a 20% interest, these investments are carried on our financial
statements at market value.
DECEMBER 31, 2003
--------------------------------------
CARRYING
VALUE FAIR VALUE(1) % OWNERSHIP
-------- ------------- -----------
(E IN MILLIONS)
Eurohypo AG........................................ 1,985 1,987 28.5
---------------
(1) Based on internal valuation.
DECEMBER 31, 2003
------------------------------
MARKET VALUE % OWNERSHIP
-------------- -------------
(E IN MILLIONS, EXCEPT % DATA)
GERMAN COMPANIES
Munich Re................................................ 2,767 12.4
Beiersdorf AG............................................ 1,339 16.6
E.ON AG.................................................. 1,275 3.6
Bayer AG................................................. 960 5.6
Bayerische Motorenwerke AG............................... 951 3.8
Schering AG.............................................. 917 11.8
RWE AG................................................... 898 5.1
Siemens AG............................................... 777 1.4
BASF AG.................................................. 643 2.6
Linde AG................................................. 591 11.6
HeidelbergCement AG...................................... 510 15.1
NON-GERMAN COMPANIES
UniCredito Italiano S.p.A. .............................. 1,337 4.9
Banco Popular Espanol S.A. .............................. 1,014 9.4
Credit Agricole S.A. .................................... 930 3.3
Total S.A. .............................................. 742 1.2
118
INVESTMENT INCOME
The following tables set forth the components of our investment income and
expenses for each of the property-casualty, life/health, banking and asset
management segments for the years ended December 31, 2003, 2002 and 2001:
YEAR ENDED DECEMBER 31, 2003
-------------------------------------------------------------------
PROPERTY- LIFE/ ASSET CONSOLIDATION
CASUALTY HEALTH BANKING MANAGEMENT ADJUSTMENTS TOTAL
--------- ------ ------- ---------- ------------- -------
(E IN MILLIONS)
Income from investments
Current income(1)............. 4,340 11,669 1,080(2) 28 (1,606) 15,511
Income from revaluations(1)... 600 1,287 254 1 -- 2,142
Realized investment
gains(1)................... 7,963 3,704 584 24 (431) 11,844
Subtotal................... 12,819 16,660 1,918 53 (2,037) 29,497
Investment expenses
Depreciation and writedowns on
investments(1)............. (1,911) (2,352) (691) (1) (123) (4,978)
Realized investment
losses(1).................. (1,501) (3,871) (344) (4) (169) (5,889)
Investment management,
interest charges and other
investment expenses(1)..... (1,285) (516) -- (14) 525 (1,290)
Subtotal................... (4,697) (6,739) (1,035) (19) 333 (12,157)
Result from trading
portfolio(3).................. (1,490) 218 1,486 30 (1) 243
------ ------ ------ --- ------ -------
Total result from investments... 6,716 10,139 2,369 64 (1,705) 17,583
====== ====== ====== === ====== =======
---------------
(1) Includes respective income and expenses from investments in affiliated
enterprises, joint ventures and associated enterprises, and loans issued by
the Allianz Group's enterprises within the Property-Casualty and Life/Health
segments.
(2) Excludes interest and similar income from loans issued by the Allianz
Group's banking enterprises.
(3) Represents net trading income.
119
YEAR ENDED DECEMBER 31, 2002
--------------------------------------------------------------------
PROPERTY- LIFE/ ASSET CONSOLIDATION
CASUALTY HEALTH BANKING MANAGEMENT ADJUSTMENTS TOTAL
--------- ------- ------- ---------- ------------- -------
(E IN MILLIONS)
Income from investments
Current income(1)......... 5,930 11,298 2,387(2) 34 (1,841) 17,808
Income from
revaluations(1)......... 297 361 53 5 -- 716
Realized investment
gains(1)................ 10,398 5,344 3,691 44 (6,380) 13,097
Subtotal................ 16,625 17,003 6,131 83 (8,221) 31,621
Investment expenses
Depreciation and
writedowns on
investments(1).......... (2,340) (3,145) (1,182) (11) -- (6,678)
Realized investment
losses(1)............... (1,587) (6,443) (1,356) (41) 466 (8,961)
Investment management,
interest charges and
other investment
expenses(1)............. (1,460) (688) -- -- 469 (1,679)
Subtotal................ (5,387) (10,276) (2,538) (52) 935 (17,318)
Result from trading
portfolio(3)................. 207 244 1,081 (1) (24) 1,507
------ ------- ------ --- ------ -------
Total result from
investments............... 11,445 6,971 4,674 30 (7,310) 15,810
====== ======= ====== === ====== =======
---------------
(1) Includes respective income and expenses from investments in affiliated
enterprises, joint ventures and associated enterprises, and loans issued by
the Allianz Group's enterprises within the Property-Casualty and Life/Health
segments.
(2) Excludes interest and similar income from loans issued by the Allianz
Group's banking enterprises.
(3) Represents net trading income.
YEAR ENDED DECEMBER 31, 2001
-------------------------------------------------------------------
PROPERTY- LIFE/ ASSET CONSOLIDATION
CASUALTY HEALTH BANKING MANAGEMENT ADJUSTMENTS TOTAL
--------- ------ ------- ---------- ------------- -------
(E IN MILLIONS)
Income from investments
Current income(1).......... 6,097 11,178 1,427(2) 52 (1,704) 17,050
Income from
revaluations(1).......... 103 178 135 11 -- 427
Realized investment
gains(1)................. 4,365 3,704 1,410 33 (53) 9,459
Subtotal................. 10,565 15,060 2,972 96 (1,757) 26,936
Investment expenses
Depreciation and writedowns
on investments(1)........ (964) (1,099) (107) (6) -- (2,176)
Realized investment
losses(1)................ (2,159) (4,639) (306) (52) 36 (7,120)
Investment management,
interest charges and
other investment
expenses(1).............. (1,351) (661) -- -- 427 (1,585)
Subtotal................. (4,474) (6,399) (413) (58) 463 (10,881)
Result from trading
portfolio(3).................. 1,451 (117) 244 10 4 1,592
------ ------ ----- --- ------ -------
Total result from
investments................ 7,542 8,544 2,803 48 (1,290) 17,647
====== ====== ===== === ====== =======
---------------
(1) Include respective income and expenses from investments in affiliated
enterprises, joint ventures and associated enterprises, and loans issued by
the Allianz Group's enterprises within the Property-Casualty and Life/Health
segments.
120
(2) Excludes interest and similar income from loans issued by the Allianz
Group's banking enterprises.
(3) Represents net trading income.
YEAR ENDED DECEMBER 31, 2003 COMPARED TO YEAR ENDED DECEMBER 31, 2002
The total result from investments increased by E1,773 million, or 11.2%, to
E17,583 million in 2003 from E15,810 million in 2002, largely as a result of
higher net realized gains and lower net impairments recorded on investments,
offset in part by lower current income and trading income.
Property-Casualty. Property-casualty insurance investments increased by
E5,904 million, or 4.3%, to E143,045 million in 2003 from E137,141 million in
2002, due primarily to increases in securities available-for-sale and in other
investments, offset in part by a decrease in investments in affiliated
enterprises, joint ventures and associated enterprises. The total result from
property-casualty investments decreased by E4,729 million, or 41.3%, to E6,716
million in 2003 from E11,445 million in 2002, due primarily to decreased income
from investments, reflecting primarily the decrease in realized investment
gains, current income and result from trading portfolio. Realized investment
gains decreased by E2,437 million, or 23.4%, to E7,961 million in 2003 compared
with E10,398 million in 2002, reflecting the high level of realized investment
gains in 2002 and intercompany transactions. See "-- Year Ended December 31,
2002 Compared to Year Ended December 31, 2001." In 2003, realized investment
gains reflected primarily the sales of our interests in certain equity
investments, including Beiersdorf AG in December 2003 (E2,839 million), Munich
Re in 2003 (E936 million) and Credit Lyonnais in the second quarter of 2003
(E246 million), as well as the sale of other shareholdings in our equity
portfolio, due primarily to our decision to reduce our exposure to equity
investments. Current income decreased by E1,590 million, or 26.8%, to E4,340
million in 2003, compared with E5,930 million in 2002, due to lower current
income from our investments in affiliated enterprises, joint ventures and
associated enterprises following our recent divestments. The total income from
property-casualty insurance investments was also positively affected by an
increase in income from revaluation, reflecting the recovery in the stock
markets. Investment expenses decreased by E690 million, or 12.8%, to E4,697
million in 2003, compared with E5,387 million in 2002, due primarily to reduced
investment management, interest charges and other investment expenses, which
decreased to E1,285 million in 2003 compared to E1,460 million in 2002. Despite
the recovery of the stock markets starting from the second quarter of 2003,
depreciation and writedowns on investments was E1,911 million in 2003, as
compared to E2,340 million in 2002, primarily due to the weak stock markets
during the first quarter of 2003 as well as impairments recorded on certain
equity investments in the fourth quarter of 2003. For additional information,
see "-- Investment Portfolio Impairments and Unrealized Losses -- Unrealized
Losses." Result from trading portfolio decreased significantly by E1,697 million
to a loss of E1,490 million, as compared to income of E207 million in 2002,
primarily as a result of losses of E1,351 million relating to certain financial
derivative instruments that were used in a macro hedge for hedging our equity
exposure. Under IFRS, financial derivatives used in macro hedges do not qualify
for hedge accounting and changes in their fair value are recognized in trading
income. Changes in the fair value of the underlying equity investments are
recognized in shareholders' equity and are only recognized in the income
statement when they are sold.
Life/Health. Life/health insurance investments increased by E10,720
million, or 4.8%, to E232,032 million in 2003 from E221,312 million in 2002,
reflecting primarily an increase in securities available-for-sale. The total
result from life/health investments increased by E3,168 million, or 45.4%, to
E10,139 million in 2003 from E6,971 million in 2002, primarily due to lower
realized investment losses and increased income from revaluations. Current
income increased 3.3%, to E11,669 million in 2003, compared with E11,298 million
in 2002, while realized investment gains decreased 30.7%, to E3,704 million in
2003 (including E743 million from the sale of Credit Lyonnais), compared with
E5,344 million in 2002. Investment expenses decreased by E3,537 million, or
34.4%, to E6,739 million in 2003 from E10,276 million in 2002, due primarily a
decrease in realized investment losses, which were E3,871 million in 2003 from
E6,443 million in 2002, reflecting the recovery in the capital markets. Despite
the recovery in the stock markets starting from the second quarter of 2003,
depreciation and writedowns on investments was E2,352 million in 2003, as
compared to E3,145 million in 2002, primarily due to the weak stock markets
during the first quarter of 2003 as well as
121
impairments recorded on certain equity investments in the fourth quarter of
2003. For additional information, see "-- Investment Portfolio Impairments and
Unrealized Losses -- Unrealized Losses."
Banking. Banking investments decreased by E12,396 million to E90,905
million in 2003 from E103,301 million in 2002, due primarily to a reduced
trading portfolio. The total result from banking investments decreased by E2,305
million, to E2,369 million in 2003 from E4,674 million in 2002, due primarily to
lower net realized investment gains and current income. Current income decreased
to E1,080 million in 2003, compared with E2,387 million in 2002, reflecting a
significant decrease in interest income from available-for-sale government fixed
income securities, which decreased by E1,251 million to E651 million in 2003
from E1,902 million in 2002, resulting from the deconsolidation of Deutsche Hyp
in 2002. Realized investment gains decreased to E584 million in 2003, compared
with E3,691 million in 2002, reflecting the high levels of realized investment
gains in 2002 for the disposition of equity securities, including intercompany
transfers to reposition equity investments within the Allianz Group, which were
eliminated at the Allianz Group level. Investment expenses decreased to E1,035
million in 2003 from E2,538 million in 2002. Depreciation and writedowns of
investments decreased significantly by E491 million, to E691 million in 2003,
compared with E1,182 million in 2002, due primarily to the recovery in the stock
markets, offset in part by impairments recorded on certain equity investments in
the fourth quarter of 2003. For additional information, see "-- Investment
Portfolio Impairments and Unrealized Losses -- Unrealized Losses."
Asset Management. Asset management investments decreased by E461 million,
or 38.1%, to E747 million in 2003 from E1,208 million in 2002, reflecting
primarily a decrease in securities available-for-sale. The total result from
asset management investments increased by E34 million to E64 million in 2003
from E30 million in 2002. Current income decreased by E6 million, or 17.6%, to
E28 million in 2003, compared with E34 million in 2002, while realized
investment gains decreased to E24 million in 2003 from E44 million in 2002.
Investment expenses decreased by E33 million, or 63.5%, to E19 million in 2003
from E52 million in 2002.
YEAR ENDED DECEMBER 31, 2002 COMPARED TO YEAR ENDED DECEMBER 31, 2001
The total result from investments decreased by E1,837 million, or 10.4%, to
E15,810 million in 2002 from E17,647 million in 2001, largely as a result of
weakness in the capital markets in 2002, as reflected in the increase in
realized investment losses, which increased by E1,841 million, or 25.9%, in 2002
compared to 2001 and increased depreciation and writedowns of E6,678 million in
2002, compared to E2,176 million in 2001.
Property-Casualty. Property-casualty insurance investments decreased by
E3,332 million, or 2.4%, to E137,141 million in 2002 from E140,473 million in
2001, due primarily to a decrease in securities available-for-sale, largely
offset by an increase in investments in affiliated enterprises, joint ventures
and associate enterprises. The total result from property-casualty investments
increased by E3,903 million, or 51.8%, to E11,445 million in 2002 from E7,542
million in 2001, due primarily to realized investment gains of E1,886 million
from open market sales of Munich Re shares, approximately E1,100 million from
open market sales of Vodafone AG shares and E713 million on the sale of a real
estate subsidiary in Italy as well as realized gains from the sale of other
shareholdings in our German equity portfolio. The total result from
property-casualty investments also included significant investment income from
intercompany transactions, including realized investment gains of E3,332 million
from the transfer of Munich Re shares from Allianz AG to Dresdner Bank and E224
million from the sale of Vereinte Lebensversicherung AG from Vereinte
Versicherung AG to Allianz Leben. The gain on this intercompany transaction was
eliminated at the Allianz Group level. Realized investment gains increased to
E10,398 million in 2002, compared with E4,365 million in 2001. Current income
decreased 2.7% to 5,930 million in 2002, compared with E6,097 million in 2001.
The total result from property-casualty insurance investments was negatively
affected by price declines on the capital markets. Investment expenses increased
by E913 million, or 20.4%, to E5,387 million in 2002 from E4,474 million in
2001, reflecting primarily increased writedowns of investments as a result of
price declines in the capital markets. Depreciation and writedowns on
investments increased to E2,340 million in 2002, compared with E964 million in
2001.
122
Life/Health. Life/health insurance investments increased by E11,102
million, or 5.3%, to E221,312 million in 2002 from E210,210 million in 2001,
reflecting primarily an increase in securities available-for-sale. The total
result from life/health investments decreased by E1,573 million, or 18.4%, to
E6,971 million in 2002 from E8,544 million in 2001, primarily due to an increase
in realized investment losses and depreciation and investment writedowns due to
price declines in the capital markets. Current income increased 1.1%, to E11,298
million in 2002, compared with E11,178 million in 2001, while realized
investment gains increased 44.3%, to E5,344 million in 2002, compared with
E3,704 million in 2001. Investment expenses increased by E3,833 million, or
59.9%, to E10,276 million in 2002 from E6,399 million in 2001, reflecting
primarily an increase in realized investment losses, which increased to E6,443
million in 2002 from E4,639 million in 2001, and depreciation and writedowns of
investments, which increased to E3,145 million in 2002 from E1,099 million in
2001.
Banking. Banking investments decreased by E65,614 million to E103,301
million in 2002 from E168,915 million in 2001, due primarily to a significant
decrease in securities available-for-sale. The total result from banking
investments increased by E1,871 million, to E4,674 million in 2002 from E2,803
million in 2001, due primarily to a realized investment gain of 1,912 million
resulting from the transfer in August 2002 of substantially all of Dresdner
Bank's German asset management subsidiaries to ADAM. The gain on this
intercompany transaction was eliminated at the Allianz Group level. Current
income increased to E2,387 million in 2002, compared with E1,420 million in
2001, while realized investment gains increased to E3,691 million in 2002,
compared with E1,410 million in 2001. The total result from banking investments
was negatively affected by price declines in the capital markets. Investment
expenses increased to E2,538 million in 2002 from E413 million in 2001.
Depreciation and writedowns of investments increased significantly by E1,075
million, to E1,182 million in 2002, compared with E107 million in 2001.
Asset Management. Asset management investments decreased by E891 million,
or 42.4%, to E1,208 million in 2002 from E2,099 million in 2001, reflecting
primarily decreases in trading assets and securities available-for-sale. The
total result from asset management investments decreased by E18 million to E30
million in 2002 from E48 million in 2001. Current income decreased by E18
million, or 34.6%, to E34 million in 2002, compared with E52 million in 2001,
while realized investment gains decreased to E44 million in 2002 from E33
million in 2001. Investment expenses decreased by E6 million, or 10.3%, to E52
million in 2002 from E58 million in 2001.
PROPERTY-CASUALTY INSURANCE RESERVES
GENERAL
The Allianz Group establishes property-casualty loss reserves for the
payment of losses and loss adjustment expenses (LAE) on claims which have
occurred but are not yet settled. Loss and LAE reserves fall into two
categories: individual case reserves for reported claims and reserves for
incurred but not reported (IBNR) claims.
Case reserves for reported claims are based on estimates of future payments
that will be made in respect of claims, including loss adjustment expenses
relating to such claims. Such estimates are made on a case-by-case basis, based
on the facts and circumstances available at the time the reserves are
established. The estimates reflect the informed judgment of claims personnel
based on general insurance reserving practices and knowledge of the nature and
value of a specific type of claim. These case reserves are regularly re-
evaluated in the ordinary course of the settlement process and adjustments are
made as new information becomes available.
IBNR reserves are established to recognize the estimated cost of losses
that have occurred but about which the Allianz Group has not yet been notified.
These reserves, like the reserves for reported claims, are established to
recognize the estimated costs, including expenses, necessary to bring claims to
final settlement. Since nothing is known about the occurrence, the Allianz Group
relies on its past experience, adjusted for current trends and any other
relevant factors. These reserves are estimates based on actuarial and
statistical projections of the expected cost of the ultimate settlement and
administration of claims. The analyses are
123
based on facts and circumstances known at the time, predictions of future
events, estimates of future inflation and other societal and economic factors.
Late reported claim trends, claim severity, exposure growth and future inflation
are examples of factors used in projecting the IBNR reserve requirements. These
reserves are reviewed and revised periodically as additional information becomes
available and actual claims are reported.
The process of estimating loss and LAE reserves is by nature imprecise due
to the large number of variables affecting the ultimate amount of claims. Some
of these variables are internal, such as changes in claims handling procedures,
introduction of new IT systems or company acquisitions and divestitures. Others
are external, such as inflation, judicial trends, and legislative changes. The
Allianz Group attempts to reduce the uncertainty in reserve estimates through
the use of multiple actuarial and reserving techniques and analysis of the
assumptions underlying each technique.
Loss and LAE reserves are estimated by line of business and by company. The
total reserves of the Allianz Group comprise hundreds of reviewed segments that
are individually reviewed as part of our reserving process. The Allianz Group
uses a variety of actuarial methods and assumptions to estimate and monitor
reserve levels. The assumptions used in these analyses are periodically reviewed
in light of new data, resulting in occasional reserve increases or decreases.
During 2003, there were no significant changes in the mix of business
written. Moreover, there were no material changes to the amount and type of
reinsurance placed in respect of the Allianz Group's business.
On the basis of currently available information, management believes that
the Allianz Group's property-casualty loss and LAE reserves are adequate.
However, the establishment of loss reserves is an inherently uncertain process,
and accordingly, there can be no assurance that ultimate losses will not differ
from these estimates.
LOSS AND LAE COMPOSITION BY REGION AND LINE OF BUSINESS
The time required to learn of and settle claims is an important
consideration in establishing reserves. Short-tail claims, such as automobile
property damage claims, are typically reported within a few days or weeks and
are generally settled within two to three years. Medium-tail claims such as
personal and commercial motor liability claims generally take four to six years
to settle, while long-tail claims, such as general liability, workers
compensation, construction and professional liability claims take longer to
settle.
The following table breaks out the loss and LAE reserves of the Allianz
Group, gross of reinsurance ceded, for the year ended December 31, 2003, on an
IFRS basis. The credit, travel and marine & aviation
124
lines are written on a world-wide basis through multiple legal entities in
several countries, and as a result, as indicated, are not included in the
individual regional totals.
LOSS AND LAE RESERVES BY REGION AND LINE OF BUSINESS(1)
AS OF DECEMBER 31, 2003
GROSS OF REINSURANCE
---------------------------------------------------------------------------------
OTHER OTHER OTHER
AUTOMOBILE GENERAL SHORT TAIL MEDIUM TAIL LONG TAIL
INSURANCE LIABILITY PROPERTY LINES(2) LINES(3) LINES(4) TOTAL
---------- --------- -------- ---------- ----------- --------- ------
(E IN MILLIONS)
Germany(5)................... 4,710 2,101 819 -- 2,711 86 10,427
France(5).................... 1,961 1,597 1,496 58 3,242 97 8,451
Italy........................ 3,929 1,366 486 163 449 14 6,407
Great Britain................ 932 293 514 41 346 813 2,939
Switzerland(5)............... 884 252 110 -- 867 772 2,885
Spain........................ 806 187 57 1 177 -- 1,228
Rest of Europe............... 2,930 1,128 775 320 367 626 6,146
NAFTA Region(6).............. 888 4,849 2,701 160 901 1,831 11,330
Asia-Pacific Region.......... 1,304 288 213 6 158 492 2,461
South America, Africa and
Rest of World.............. 110 19 200 4 45 -- 378
------ ------ ----- ----- ------ ----- ------
Subtotal of regions.......... 18,454 12,080 7,371 753 9,263 4,731 52,652
------ ------ ----- ----- ------ ----- ------
Credit insurance............. -- -- -- 1,258 122 -- 1,380
Travel insurance and
assistance services........ -- -- -- 110 -- -- 110
Marine & aviation............ -- -- -- -- 763 1,339 2,102
Subtotal of specific business
(global)................... -- -- -- 1,368 885 1,339 3,592
------ ------ ----- ----- ------ ----- ------
Allianz Group Total........ 18,454 12,080 7,371 2,121 10,148 6,070 56,244
====== ====== ===== ===== ====== ===== ======
---------------
(1) By jurisdiction of individual Allianz Group subsidiary companies.
(2) Other Short Tail Lines are comprised of health, credit insurance, crop and
hail.
(3) Other Medium Lines are comprised of personal accident, legal protection,
marine hull, aviation hull, construction, packages, pools, multi-peril
lines, assumed reinsurance and other business.
(4) Other Long Tail Lines are comprised of workers compensation, marine third
party liability and aviation third party liability.
(5) For Germany, France and Switzerland Other Medium Tail class primarily
contains assumed business.
(6) For the NAFTA Region Other Long Tail class primarily contains US workers
compensation.
The Allianz Group estimates that loss and LAE reserves consist of
approximately 25% short-tail, 45% medium-tail and 30% long-tail business.
125
RECONCILIATION OF BEGINNING AND ENDING LOSS AND LAE RESERVES
The following table reconciles the beginning and ending reserves of the
Allianz Group, including the effect of reinsurance ceded, for the
property-casualty insurance segment for each of the years in the three-year
period ended December 31, 2003, on an IFRS basis.
RECONCILIATION OF LOSS AND LAE RESERVES
YEAR ENDED DECEMBER 31,
------------------------------
2003 2002 2001
------ --------- ---------
(E IN MILLIONS)
Balance as of January 1.................................... 59,654 61,476 54,047
Less reinsurance recoverable............................... 14,588 16,156 12,571
------ ------ ------
Net........................................................ 45,066 45,320 41,476
------ ------ ------
Plus incurred related to:
Current year............................................. 25,712 27,130 27,295
Prior years.............................................. 279(1) 646(2) 76
------ ------ ------
Total incurred............................................. 25,991 27,776 27,371
====== ====== ======
Less paid related to:
Current year............................................. 11,860 12,642 11,895
Prior years.............................................. 13,155 12,143 12,462
------ ------ ------
Total paid................................................. 25,015 24,785 24,357
------ ------ ------
Effect of foreign exchange................................. (1,822) (3,367) 407
Effect of (divestitures)/acquisitions...................... (25) 122 423
Net balance at end of year(3).............................. 44,195 45,066 45,320
Plus reinsurance recoverable............................... 12,049 14,588 16,156
------ ------ ------
Balance as of December 31.................................. 56,244 59,654 61,476
====== ====== ======
---------------
(1) The E279 million of unfavorable development during 2003 is the result of a
large number of individual developments by region and line of business
discussed below.
(2) The E646 million of unfavorable development during 2002 is due primarily to
increases in asbestos and environmental reserves in the United States.
(3) Reserves for loss and LAE of subsidiaries purchased (or sold) are included
(or excluded) as of the date of acquisition (or disposition).
126
CHANGES IN LOSS AND LAE RESERVES DURING 2003
As noted above, loss and LAE reserves of the Allianz Group included E279
million of incurred loss and LAE relating to prior years, representing 0.6% of
net loss and LAE reserves at January 1, 2003. The following table breaks this
amount down by region.
CHANGES IN LOSS AND LAE RESERVES DURING 2003
NET RESERVES NET DEVELOPMENT IN
AS OF DECEMBER 31, 2003 RELATED TO
2002 PRIOR YEARS IN %(1)
------------------ ------------------ -------
( E IN MILLIONS )
Germany.................................... 7,331 (98) (1.3)%
France..................................... 6,827 429 6.3%
Italy...................................... 5,750 (69) (1.2)%
Great Britain.............................. 2,455 (89) (3.6)%
Switzerland................................ 2,974 (32) (1.0)%
Spain...................................... 962 (51) (5.3)%
Rest of Europe............................. 5,435 78 1.4%
NAFTA Region............................... 9,388 237 2.5%
Asia-Pacific Region........................ 1,786 44 2.5%
South America, Africa and Rest of World.... 294 11 3.7%
------ ---- -----
Subtotal of regions........................ 43,202 460 1.1%
Credit insurance........................... 933 (256) (27.4)%
Travel insurance and assistance services... 109 (42) (38.5)%
Marine & aviation.......................... 822 117 14.2%
------ ---- -----
Allianz Group Total...................... 45,066 279 0.6%
====== ==== =====
---------------
(1) In percent of net reserves as of December 31, 2002.
Within each region, these reserve developments represent the sum of amounts
for individual companies and lines of business. Because of the multitude of
these reviewed segments, it is not feasible, or meaningful to, provide detailed
information on each segment (e.g., claim frequencies, severities, settlement
rates). Discussed briefly below are the major highlights of the reserve
developments during the past year as they are recognized at the operative
entities. Most of these companies analyze loss and LAE reserves on a gross
basis. Therefore, unless otherwise indicated, the discussion is based on gross
loss and LAE reserves in the local currency of the company before consolidation
and converted to Euro using mid-year exchange rates. Consequently, the following
discussion is not meant to fully reconcile the individual amounts below to those
in the above table based on net loss and LAE reserves and net developments
during 2003.
GERMANY
In Germany, net loss and LAE reserves developed favorably during 2003 by
approximately E98 million, or 1.3% of reserves at the beginning of the year.
At Sachgruppe Deutschland (SGD), the property and casualty insurance group
of the Allianz Group in Germany, motor liability gross loss and LAE reserves
developed favorably by E183 million due to continuing favorable developments in
both claim frequency and severity. In addition, the business mix in personal
accident has shifted since 1997 from products paying long-term claims as a
lump-sum towards those making annuity payments. A refinement in the actuarial
analysis of projected ultimate loss costs reflecting this change in business mix
resulted in adverse development of E68 million during 2003 partially offsetting
the favorable development of motor liability.
127
Reserves for products liability coverages developed adversely by E65
million during 2003. As of the end of 2003, claims for pharmaceutical industry
coverages are approximately E108 million, representing the maximum possible
limit on exposed policies. In addition, claims from the 2002 floods and the
storm "Jeanette" developed adversely by E65 million during 2003 as more
information was received.
During 2003, SGD assumed the management of a pool covering professional
liability for auditors and trustees (WT-Pool). A thorough reserve review on this
business led to a strengthening of reserves of E50 million.
Also during 2003, Allianz AG, the Allianz Group reinsurance company,
experienced E198 million of favorable reserve development. Of this amount, E77
million is attributable to exchange rate movements. An additional E39 million is
due to favorable developments on two single large claims. The remainder is
attributable to a larger number of smaller reserve changes made as a result of
ongoing reserve reviews.
FRANCE
In France, net loss and LAE reserves were strengthened by E429 million, or
6.3% of reserves during 2003. Due to a thorough reserve review, AGF IART, the
principal Allianz Group company in France, increased reserves on motor third
party liability by E110 million reflecting increased severities for bodily
injury claims and on general liability by E60 million to address greater
severities in reserves for medical malpractice claims. These increases were
partially offset by reserve reductions in several classes, notably motor first
party and pecuniary loss, totaling approximately E91 million. The Allianz Group
company La Lilloise also increased motor third party liability reserves by E36
million during the year due to increased bodily injury severities.
A main portion of reserves for claims involving regular annuity payments
were allocated to accident years for the first time during 2003. These reserves
are carried at discounted value. During 2003, the discount rate used on these
reserves was changed from 3% (for annuities related to motor and individual
health business) and 4% (for annuities related to credit contracts) to a uniform
rate of 3% to reflect the changing economic environment. These changes, together
with the expected effect of amortizing the reserve discount, led to adverse
development on annuity claims of E130 million.
French construction business experienced unfavorable development of E167
million during 2003. Of this amount, E73 million is attributable to a revised
case reserve methodology, whereby outstanding case reserves have been
reallocated by underwriting year rather than by accident year as in 2002. The
remainder arises from movements of the loss and LAE reserve and unfavorable
development of assumed business.
ITALY
In Italy, the slight reduction in reserves by E69 million during 2003 is
the result of several offsetting developments. Whereas RAS Group experienced
unfavorable development of E95 million for motor third party liability and
general liability, Lloyd Adriatico experienced favorable development of E73
million on these same two lines.
GREAT BRITAIN
In Great Britain, net loss and LAE reserves developed favorably during 2003
by E89 million or 3.6% of reserves at the beginning of the year. At Allianz
Cornhill, reserves for accident year 2002 developed favorably by E181 million
(L125 million), primarily from motor business, and property and pecuniary loss,
where a significant portion of the IBNR provision, in retrospect, proved to be
excessive. Offsetting this reduction was a E56 million (L39 million)
strengthening of bulk reserves for U.S. asbestos, pollution and health hazard
claims on marine and aviation business.
128
SWITZERLAND
In Switzerland Allianz Suisse Versicherungs-Gesellschaft introduced an
improved methodology to calculate discounted annuity reserves for workers'
compensation claims resulting in a favorable reserve development of E16 million
(CHF25 million).
Loss and LAE reserves of Allianz Risk Transfer, the alternative risk
transfer carrier of the Allianz Group, decreased by E85 million primarily due to
the partial commutation of a major contract.
SPAIN
Net Loss and LAE reserves developed favorably by E51 million. An
acceleration in the claim settlement rate allowed for a reduction of loss
reserves and an additional release of LAE reserves.
REST OF EUROPE
Loss and LAE reserves in other European Allianz Group companies developed
unfavorably by E120 million in total. This figure represents the net result of
unfavorable as well as favorable developments for individual companies.
Allianz Ireland p.l.c. experienced favorable development of E66 million. In
Ireland, the introduction of motor penalty points in October 2002 reduced claim
frequencies in motor by roughly 10%. Furthermore, case and IBNR reserves have
been reduced to reflect a trend towards lower court award payments. Following
these trends, motor reserves developed favorably by E34 million in personal and
by E16 million in commercial lines. Further favorable developments of E14
million in Fire/Property of Allianz Ireland p.l.c. and E17 million in employers'
liability have been partially offset by adverse development in public liability
by E15 million.
Adverse development of E157 million arose in Luxemburg due to the
reclassification of unearned premium reserves to loss reserves in the context of
closing down the reinsurance entity AGF Re.
NAFTA REGION
For the entire NAFTA region, Allianz Group net loss and LAE reserves
developed adversely during 2003 by E237 million, or 2.5% of the reserves at the
beginning of the year. The largest Allianz Group companies in this region are
Fireman's Fund Insurance Company (Fireman's Fund), Allianz Global Risk Insurance
Company (AGR U.S.) and Allianz Insurance Company of Canada (Allianz Canada).
At Fireman's Fund, prior period (accident year 2002 and prior) net loss and
LAE reserve estimates increased by E278 million ($314 million). This is driven
primarily by E199 million in one large surety account and one large arbitration
loss relating to a 1995 fire claim of E36 million. Absent these two single
claims, prior period net loss and LAE reserve estimates increased by only E42
million ($48 million) in 2003, or less than 1% of carried reserves at January 1,
2003.
The $48 million residual adverse development at Fireman's Fund was made up
of several partially offsetting components:
- Prior period net loss and LAE reserves decreased for Commercial Business
($101 million), Personal Insurance ($39 million), and Marine ($3
million), primarily driven by improvement in accident year 2002
experience. Significant price increases and improvement in risk quality
through selective underwriting have driven greater improvement in
accident year 2002 results than had been recognized as of December 31,
2002.
- Estimated net reserves increased for other surety accounts ($68 million),
other business in run-off ($66 million, primarily National Accounts and
Diversified Risk), with smaller increases for Interstate ($7 million),
Agribusiness ($12 million), structured settlements, involuntary pools,
and other miscellaneous corporate accounts ($19 million), and unallocated
loss expenses ($19 million).
AGR U.S., formerly Allianz Insurance Company, experienced a gross loss and
LAE reserve decrease of E23 million ($26 million) on its discontinued liability
business, offset by an increase of E21 million
129
($24 million) in Workers' Compensation. In addition, Property claims developed
favorably by E87 million ($98 million).
ASIA-PACIFIC
Net loss and LAE reserves for the Asia-Pacific region developed adversely
during 2003 by approximately E44 million or 2.5% of reserves at the beginning of
the year. The largest Allianz Group property-casualty insurer in the region is
Allianz Australia, representing approximately 99% of the region's total
reserves.
In Australia, the fire portfolio experienced a reserve release of E40
million (A$69 million) during 2003. This portfolio is significantly reinsured.
In setting reserves for 2002, the gross estimate was set at a level which, in
retrospect, proved to be excessive. This effect does not affect the ceded
reserves which have developed unfavorably by E41 million (A$71 million) in
total.
In addition, for compulsory third party business in New South Wales and
Queensland, reserves developed favorably by E63 million (A$106 million). This
statutory coverage was subject to several legislative changes in 1995, 1999 and
2002. The experience to date has been favorable and has been slowly recognized
in the valuation basis. The number of large claims has also been lower than
expected. If the experience continues, further releases are likely. The run-off
workers compensation portfolio in Australia had an increase in estimates of E28
million (A$48 million). This increase relates to accident years prior to 1987
and comes (roughly equally) from increased assumptions for inflation, future
mesothelioma claims and future non-mesothelioma asbestos related claims. In
addition, the motor vehicle (non-third party liability) portfolio had a release
of E20 million (A$34 million). Computer conversions were carried out during 2002
and in late 2002 there was a dramatic fall in case reserves due to the
conversion. However, due to pending full review of data, this effect was not
recognized in setting reserves for December 31, 2002. During 2003, and after
further review, it became apparent that the decline in case reserves was
appropriate and the reserves were released during 2003.
CREDIT INSURANCE
Credit insurance is underwritten primarily in France, Germany, Italy and
the United Kingdom. During 2002, claim frequencies increased in all markets as
well as the incidence of large losses. In 2003, claims emergence was less than
expected, leading to favorable development for underwriting year 2002.
CHANGES IN HISTORICAL LOSS AND LAE RESERVES
The following table illustrates the development of the Allianz Group's loss
and LAE reserves, on an IFRS basis and gross of reinsurance, over the past seven
years. Since the Allianz Group adopted IFRS in 1997, historical loss development
data is available on an IFRS basis of accounting for the seven years 1997 to
2003 only.
Each column of this table shows reserves as of a single balance sheet date,
with subsequent development of these reserves. The top row of each column shows
gross reserves as initially established at the end of each stated year. The next
section, reading down, shows the cumulative amounts paid as of the end of the
successive years with respect to the reserve initially established. The next
section shows the retroactive re-estimation of the initially established gross
reserves for loss and LAE as of the end of each successive year. This
re-estimation results primarily from additional facts and circumstances that
pertain to open claims.
The bottom section compares the latest re-estimated gross reserves for loss
and LAE to the gross reserves as initially established and indicates the
cumulative development of the initially established gross reserves through
December 31, 2003. For instance, the surplus (deficiency) shown in the table for
each year represents the aggregate amount by which the original estimates of
reserves at that year-end have changed in subsequent years. Accordingly, the
cumulative surplus (deficiency) for a year-end relates only to reserves at that
year-end and such amounts are not additive. Caution should be exercised in
evaluating the information shown on this table, as each amount includes the
effects of all changes in amounts for prior periods. For
130
example, the portion of the development shown for year-end 1999 reserves that
relates to 1997 losses is included in the cumulative surplus (deficiency) of the
1997 through 1999 columns.
This table below presents calendar year data, not accident year data.
Conditions and trends that have affected development of liability in the past
may or may not necessarily occur in the future, and accordingly, conclusions
about future results may not be derived from information presented in this
table.
CHANGES IN HISTORICAL RESERVES FOR UNPAID LOSS AND LAE
PROPERTY-CASUALTY INSURANCE SEGMENT
GROSS OF REINSURANCE
DECEMBER 31, (1)
------------------------------------------------------------
1997 1998 1999 2000 2001 2002 2003
------ ------ ------ ------ ------ ------ ------
(E IN MILLIONS, EXCEPT % DATA)
Gross liability for unpaid claims and
claims expenses.......................... 34,323 45,560 51,272 54,047 61,476 59,654 56,244
Paid (cumulative) as of:
One year later........................... 8,573 12,996 15,949 16,639 17,384 16,019
Two years later.......................... 13,329 20,967 24,132 24,451 25,889
Three years later........................ 16,778 24,588 29,123 29,265
Four years later......................... 19,562 27,829 32,423
Five years later......................... 21,539 30,217
Six years later.......................... 22,902
Liability re-estimated as of:
One year later........................... 32,200 46,768 52,663 55,357 60,195 56,092
Two years later.......................... 33,104 46,975 53,589 55,289 57,995
Three years later........................ 32,766 47,346 53,101 53,181
Four years later......................... 33,455 46,687 51,281
Five years later......................... 33,426 45,307
Six years later.......................... 32,052
Cumulative surplus (deficiency)............ 2,271 253 (9) 866 3,481 3,562
Cumulative surplus (deficiency) excluding
impact of foreign exchange............... 2,197 1,822 (769) (1,675) (1,721) 656
Percent.................................. 6.4% 4.0% (1.5)% (3.1)% (2.8)% 1.1%
---------------
(1) Reserves for loss and LAE of subsidiaries purchased (or sold) are included
(or excluded) as of the date of the acquisition (or disposition).
The overall decrease in loss and LAE reserves between December 31, 2002 and
2003 is attributable primarily to the strengthening of the Euro relative to the
U.S. dollar, the British pound sterling and the Swiss franc during 2003.
Reserves in these three currencies decreased by E2.8 billion during 2003 due to
a stronger Euro and a reduction of reserves in U.S. dollar attributable to the
exit from some businesses segments, including surety at Fireman's Fund and
general liability at AGR U.S. Reserve developments during 2003 are described in
greater detail in the preceding section "-- Changes in Loss and LAE Reserves."
The significant increase in the gross reserves for 2001 over 2000 is driven
by gross incurred losses and loss adjustment expenses related to the terrorist
attack of September 11, 2001. On a consolidated Allianz Group basis, the
terrorist attack of September 11, 2001 resulted in net claims costs of
approximately E1,500 million. Estimated losses are based on a policy-by-policy
analysis as well as a variety of actuarial techniques, coverage interpretations
and claim estimation methodologies, and include an estimate of incurred but not
reported, as well as estimated costs related to the settlement of claims. These
loss estimates are subject to considerable uncertainty.
Because the terrorist attack of September 11, 2001 was a single coordinated
event, it is the belief of Allianz Group management that the losses at the World
Trade Center constitute one occurrence. An Allianz
131
Group company is currently a defendant in a lawsuit brought by an insured
alleging that the attack constituted multiple occurrences. Based on the policy
wording, the Allianz Group believes it is clear that the attack constitutes one
occurrence and intends to defend this matter vigorously.
The significant increase in reserves for 1999 over 1998 is attributable to
the acquisition of Allianz Australia and to exchange rate effects. As of
December 31, 1999, gross reserves increased by E1.2 billion as a result of the
completion of this acquisition and by E2.0 billion as a result of the
strengthening of the U.S. dollar and the pound sterling against the Euro.
The increase in reserves for 1998 over 1997 is the result of the
acquisition of AGF, which increased loss and LAE reserves at December 31, 1998
by E10,658 million on a gross basis.
DISCOUNTING OF LOSS AND LAE RESERVES
As of December 31, 2003, 2002 and 2001, the Allianz Group consolidated
property-casualty reserves reflected discounts of E1,204 million, E1,561 million
and E1,580 million, respectively.
Reserves are discounted to varying degrees in the United States, Germany,
Hungary, Switzerland, Portugal, France and Belgium. For the United States, the
discount reflected in the reserves is related to annuities for certain
long-tailed liabilities, primarily in workers' compensation. For the other
countries, the reserve discounts relate to annuity reserves for various classes
of business. These classes include personal accident, general liability and
motor liability in Germany and Hungary, workers' compensation in Switzerland and
Portugal, individual and group health disability and motor liability in France
and health disability in Belgium. All of the reserves that have been discounted
have payment amounts that are fixed and timing that is reasonably determinable.
The following table shows, by country, the carrying amounts of reserves for
claims and claim adjustment expenses that have been discounted, and the interest
rates used for discounting for the years ended December 31:
DISCOUNTED AMOUNT OF THE
RESERVES IN DISCOUNT IN INTEREST RATE USED FOR DISCOUNTING
------------- ------------- -----------------------------------
2003 2002 2003 2002 2003 2002
----- ----- ----- ----- ---------------- ----------------
(E IN MILLIONS)
France........................ 1,466 1,410 346 451 3.00% 3.00% to 4.00%
Switzerland................... 396 485 242 412 3.25% 4.00%
Germany....................... 366 322 256 223 3.25% to 4.00% 3.25% to 4.00%
United States................. 207 260 257 316 6.55% 6.55%
Belgium....................... 85 80 20 18 4.75% 4.75%
Hungary....................... 60 59 19 18 1.40% 1.40%
Portugal...................... 58 91 51 91 4.50% 4.00% to 5.25%
----- ----- ----- -----
Total....................... 2,638 2,707 1,191 1,529
===== ===== ===== =====
ASBESTOS AND ENVIRONMENTAL RESERVES IN THE UNITED STATES
In 2002, Fireman's Fund completed an analysis of its asbestos and
environmental (A&E) liabilities, resulting in an increase to these reserves of
$750 million (net and gross) in September 2002. Also during 2002, Fireman's Fund
ceded the majority of its A&E loss reserves to Allianz AG. During 2003, there
were no significant developments to these A&E reserves.
There are significant uncertainties in estimating the amount of A&E claims.
Reserves for asbestos-related illnesses, toxic waste clean-up claims and latent
drug and chemical exposures cannot be estimated with traditional loss reserving
techniques. Case reserves are established when sufficient information has been
obtained to indicate the involvement of a specific insurance policy. In
addition, IBNR reserves are established to cover additional exposures on both
known and unasserted claims. In establishing the liabilities for claims arising
from asbestos-related illnesses, toxic waste clean-up and latent drug and
chemical exposures, management considers facts currently known and the current
state of the law and coverage litigation. However, given the expansion of
coverage and liability by the courts and the legislatures in the past and the
132
possibilities of similar interpretation in the future, there is significant
uncertainty regarding the extent of remediation and insurer liability, and given
the inherent uncertainty in estimating A&E liabilities, significant adverse
deviation from the current carried A&E reserve position is possible.
In response to the uncertainty associated with A&E claims, Fireman's Fund
created an environmental claims unit focused on A&E claims evaluation and
remediation for the Allianz Group's U.S. property-casualty insurance
subsidiaries. The staff of this unit, consisting of a total of approximately 50
employees, determines appropriate coverage issues according to the terms of the
policies and contracts involved and, on the basis of its experience and
expertise, makes judgments as to the ultimate loss potential related to each
claim submitted for payment under the various policies and contracts. Judgments
of potential losses are also made from precautionary reports submitted by
insured companies for claims which have the possibility of involving policy
coverage. Factors considered in determining the reserve are: whether the claim
relates to asbestos or hazardous waste; whether the claim is for bodily injury
or property damage; the limits of liability and attachment points; policy
provisions for expenses (which are a significant portion of the estimated
ultimate cost of these claims); type of insured; and any provision for
reinsurance recoverables. In addition, Fireman's Fund actively pursues
commutations and reinsurance cessions to reduce its A&E exposures.
The industry-wide loss trends for some of these exposures, especially for
asbestos-related losses, have deteriorated over the past several years. Some of
the reasons for this deterioration include: insureds who either produced or
installed products containing asbestos have seen more and larger claims brought
against them, some of these companies have declared bankruptcy, which has caused
plaintiffs' attorneys to seek larger amounts from solvent defendants and to also
include new defendants; some defendants are also seeking relief under different
coverage provisions when the product liability portion of their coverage has
been exhausted. These developments led the Allianz Group to engage outside
actuarial consulting firms to update a previous study conducted in 1995 to
analyze the adequacy of the Allianz Group's reserves for these types of losses.
In 1995, Fireman's Fund had increased its net and gross reserves for A&E by $800
million and in 2000 an additional $250 million was reallocated to A&E.
These A&E reserve analyses were completed during 2002, ultimately resulting
in an additional $750 million of reserves attributed entirely to
asbestos-related exposures. The analyses included a review of the ultimate gross
asbestos loss and allocated loss expense reserves for accident years 1987 and
prior. The methodology involved exposure-based modeling of policies with the
greatest asbestos exposure, supplemented by aggregate methods for the remaining
insureds.
The range of reasonable potential outcomes for A&E liabilities provided in
these analyses was particularly large, and given the inherent uncertainty in
estimating A&E liabilities, significant adverse (or favorable) deviation from
the current carried A&E reserve position is possible. The range of net loss and
allocated loss expense reserve estimates resulting from the A&E study (based on
data evaluated as of December 31, 2001) -- taking into account internal and
external actuarial analyses, together with management's estimates concerning
such factors as the impact of claims handling efforts, commutations, aggressive
reinsurance collection, potential conservatism in the estimates and the
recognition that not all outcomes would likely be favorable or unfavorable at
the same time (resulting in a compression of the range) -- was $1,196 million to
$1,965 million, with a midpoint of $1,580 million. Such range compared to the
Allianz Group carried A&E reserves of $816 million at December 31, 2001,
resulting in a deficiency of $380 million to $1,149 million. As a result, the
Allianz Group increased gross and net A&E reserves by $750 million in 2002 in
order to bring carried A&E reserves at December 31, 2002 to the midpoint of such
range.
133
The table below shows Fireman's Fund case count activity for A&E in 2001 to
2003:
YEAR TO DATE CASE COUNTS
DECEMBER 31, PERCENT CHANGE
------------------------ ---------------
2003 2002 2001 2003 2002
------ ------ ------ ------ ------
New............................................. 428 495 486 (13.5)% 1.9%
Reopened........................................ 244 241 175 1.2% 37.7%
Closed.......................................... 660 902 1,906 (26.8)% (52.7)%
Pending......................................... 1,718 1,741 1,903 (1.3)% (8.5)%
On September 30, 2002, Fireman's Fund entered into a reinsurance contract
whereby it ceded all net carried A&E reserves to Allianz AG, with Allianz AG
providing reinsurance cover up to a maximum of $2,158 million. Total A&E
reserves ceded under this treaty were $1,276 million for consideration in the
amount of $1,276 million. The following table summarizes the gross and net U.S.
claim reserves for A&E claims at December 31 for the years indicated.
AS PERCENTAGE OF AS PERCENTAGE OF
U.S. PROPERTY- THE ALLIANZ GROUP'S
YEAR-END A&E NET A&E GROSS CASUALTY GROSS PROPERTY-CASUALTY
DECEMBER 31, RESERVES RESERVES RESERVES GROSS RESERVES
------------ -------- --------- ---------------- --------------------
(E IN MILLIONS)
1999.................................... 883 1,509 12.6% 2.9%
2000.................................... 1,072 1,778 14.0% 3.3%
2001.................................... 979 1,649 10.1% 2.7%
2002.................................... 1,250 1,704 11.8% 2.9%
2003.................................... 906 1,263 11.9% 2.2%
The table below shows total A&E loss activity for the past five years for
Fireman's Fund and AGR U.S. These numbers are shown gross of reinsurance and on
a statutory basis.
A&E GROSS LOSS AND LAE HISTORY
YEAR ENDED DECEMBER 31,
-------------------------------------
ASBESTOS: 1999 2000 2001 2002 2003
--------- ----- ----- ----- ----- -----
($ IN MILLIONS)
Loss + LAE Reserves as of January 1.................... 957 727 679 596 1,147
Plus Incurred Loss and LAE............................. (54) 126 23 688 101
Less Loss and LAE Payments............................. 175 174 106 137 151
Payments for Loss.................................... 149 142 79 102 106
Payments for LAE..................................... 26 32 27 35 45
Loss + LAE Reserves as of December 31.................. 727 679 596 1,147 1,097
YEAR ENDED DECEMBER 31,
-------------------------------------
ENVIRONMENTAL: 1999 2000 2001 2002 2003
-------------- ----- ----- ----- ----- -----
($ IN MILLIONS)
Loss + LAE Reserves as of January 1.................... 1,205 788 975 863 630
Plus Incurred Loss and LAE............................. (34) 318 (37) 73 (89)
Less Loss and LAE Payments............................. 383 131 75 306 58
Payments for Loss.................................... 349 75 38 259 31
Payments for LAE..................................... 34 55 37 47 28
Loss + LAE Reserves as of December 31.................. 788 975 863 630 482
134
YEAR ENDED DECEMBER 31,
-------------------------------------
TOTAL ASBESTOS AND ENVIRONMENTAL: 1999 2000 2001 2002 2003
--------------------------------- ----- ----- ----- ----- -----
($ IN MILLIONS)
Loss + LAE Reserves as of January 1.................... 2,162 1,515 1,654 1,459 1,776
Plus Incurred Loss and LAE............................. (88) 444 (13) 760 12
Less Loss and LAE Payments............................. 558 305 182 443 209
Payments for Loss.................................... 498 217 117 361 137
Payments for LAE..................................... 60 87 65 83 72
Loss + LAE Reserves as of December 31.................. 1,515 1,654 1,459 1,776 1,579
SELECTED STATISTICAL INFORMATION RELATING TO OUR BANKING OPERATIONS
For the purposes of presenting the following information, our banking
operations include Dresdner Bank AG and its subsidiaries (Dresdner Bank),
including its asset management operations, and certain other banking
subsidiaries of the Allianz Group. This presentation differs from the
presentation in the remainder of "Information on the Company and Operating and
Financial Review and Prospects", where the asset management operations of
Dresdner Bank are included in our asset management segment and excluded from our
banking segment. The following information has been derived from the financial
records of our banking operations and has been prepared in accordance with IFRS;
it does not reflect adjustments necessary to convert such information to U.S.
GAAP. Although the financial statements of Dresdner Bank were consolidated into
the financial statements of Allianz AG on the date of our acquisition of
Dresdner Bank on July 23, 2001, the information presented below includes the
banking operations of Dresdner Bank for all periods in order to provide the
reader with comparable information about our banking operations. Additionally,
the assets and liabilities of Dresdner Bank do not reflect the purchase
accounting adjustments applied with respect to Dresdner Bank's assets and
liabilities at July 23, 2001. Additional limitations concerning certain of the
average balance sheet data of Dresdner Bank for the periods ending before
January 1, 2002 discussed in this section are noted below under "-- Average
Balance Sheet and Interest Rate Data."
In applying our accounting policies to the financial statements of Dresdner
Bank during periods prior to July 23, 2001, certificated commercial loans common
to the German market, or Schuldscheindarlehen, have been reclassified from Loans
and advances to banks and Loans and advances to customers to Investment
securities available for sale in order to conform to our accounting policies. At
December 31, 2003, 2002, 2001, 2000 and 1999, the book value of
Schuldscheindarlehen was approximately E1.9 billion, E1.4 billion, E44.0
billion, E46.6 billion and E48.6 billion, respectively. Because there were no
loan loss allowances recorded on such Schuldscheindarlehen, such
reclassification had no impact on the gross amount of the loss allowances
described below under "-- Summary of Loan Loss Experience." However, such
reclassification did adversely affect the ratio of total allowances for loan
losses to total loans. On August 1, 2002, we also merged our mortgage banking
subsidiary, Deutsche Hyp, which was a part of our Other division, with the
mortgage banking subsidiaries of Commerzbank and Deutsche Bank into a single
entity, Eurohypo. The assets and liabilities of the former Deutsche Hyp were
accordingly deconsolidated as of August 1, 2002.
AVERAGE BALANCE SHEET AND INTEREST RATE DATA
The following table sets forth the average balances of assets and
liabilities and related interest earned from interest-earning assets and
interest expensed on interest-bearing liabilities, as well as the resulting
average interest yields and rates for the years ended December 31, 2003, 2002
and 2001. For the years ended December 31, 2003 and 2002, the average balance
sheet and interest rate data is based on consolidated monthly average balances
using month-end balances prepared in accordance with IFRS. For the year ended
December 31, 2001, Dresdner Bank did not prepare consolidated balance sheet and
interest rate data on a monthly basis. The average balance sheet and interest
rate data shown below for the year ended December 31, 2001 was derived using
unconsolidated monthly balances of Dresdner Bank AG and its non-German branch
operations and significant subsidiaries, together with quarterly consolidated
balances of
135
Dresdner Bank prepared in accordance with IFRS. Such unconsolidated monthly
balances reflected approximately 90% of Dresdner Bank's consolidated assets and
liabilities, were not available for all months in the periods shown, and were
not in all cases prepared fully in accordance with IFRS. Dresdner Bank has
reconciled such monthly balances to the consolidated quarterly balances that
were not subject to these limitations, and the data shown below reflects
adjustments to give effect to differences identified in such a reconciliation
process. We believe that the average balances provide a fair representation of
the activities of our banking operations.
Since the adoption of IAS 39 on January 1, 2001, the fair values of all
derivative instruments have been included within non-interest-earning assets or
non-interest-bearing liabilities. Prior to January 1, 2001, the fair values of
qualifying hedge derivative instruments were not recorded in the balance sheet;
however, the fair values of all non-qualifying hedge and trading derivatives
have been included within non-interest-earning assets or non-interest-bearing
liabilities for each period. Interest income and interest expense relating to
qualifying hedge derivative instruments have been reported within the interest
income and interest expense of the hedged item for each period.
The allocation between German and non-German components is based on the
location of the office that recorded the transaction. Categories of loans and
advances include loans placed on nonaccrual status. For a description of our
accounting policies on nonaccrual loans see "-- Risk Elements -- Nonaccrual
Loans" and "-- Critical Accounting Policies and Estimates."
136
Our banking operations do not have a significant balance of tax-exempt
investments. Accordingly, interest income on such investments has been included
as taxable interest income for purposes of calculating the change in taxable net
interest income.
YEAR ENDED DECEMBER 31,
------------------------------------------------------------------------------------------------
2003 2002 2001
------------------------------ ------------------------------ ------------------------------
INTEREST AVERAGE INTEREST AVERAGE INTEREST AVERAGE
AVERAGE INCOME/ YIELD/ AVERAGE INCOME/ YIELD/ AVERAGE INCOME/ YIELD/
BALANCE EXPENSE RATE IN % BALANCE EXPENSE RATE IN % BALANCE EXPENSE RATE IN %
------- -------- --------- ------- -------- --------- ------- -------- ---------
(E IN MILLIONS, EXCEPT % DATA)
ASSETS
Trading securities
In German offices.......... 84,197 1,724 2.0% 57,523 1,681 2.9% 56,220 2,075 3.7%
In non-German offices...... 28,056 767 2.7% 30,155 1,137 3.8% 30,020 1,484 4.9%
------- ------ ------- ------ ------- ------
Total...................... 112,253 2,491 2.2% 87,678 2,818 3.2% 86,240 3,559 4.1%
------- ------ ------- ------ ------- ------
Loans and advances to banks
In German offices.......... 18,509 464 2.5% 15,708 454 2.9% 22,028 744 3.4%
In non-German offices...... 6,883 311 4.5% 9,966 343 3.4% 18,009 776 4.3%
------- ------ ------- ------ ------- ------
Total...................... 25,392 775 3.1% 25,674 797 3.1% 40,037 1,520 3.8%
------- ------ ------- ------ ------- ------
Loans and advances to
customers
In German offices.......... 90,720 4,452 4.9% 112,709 5,490 4.9% 131,346 8,339 6.3%
In non-German offices...... 39,246 2,137 5.4% 45,760 2,413 5.3% 56,144 3,741 6.7%
------- ------ ------- ------ ------- ------
Total...................... 129,966 6,589 5.1% 158,469 7,903 5.0% 187,490 12,080 6.4%
------- ------ ------- ------ ------- ------
Securities purchased under
resale agreements
In German offices.......... 91,306 2,602 2.8% 56,213 2,109 3.8% 46,890 2,267 4.8%
In non-German offices...... 27,492 851 3.1% 38,059 794 2.1% 41,254 1,545 3.7%
------- ------ ------- ------ ------- ------
Total...................... 118,798 3,453 2.9% 94,272 2,903 3.1% 88,144 3,812 4.3%
------- ------ ------- ------ ------- ------
Investment securities(1)
In German offices.......... 7,563 306 4.0% 35,017 1,584 4.5% 59,346 2,929 4.9%
In non-German offices...... 9,179 319 3.5% 9,893 401 4.1% 10,577 469 4.4%
------- ------ ------- ------ ------- ------
Total...................... 16,742 625 3.7% 44,910 1,985 4.4% 69,923 3,398 4.9%
------- ------ ------- ------ ------- ------
Total interest-earning
assets................... 403,151 13,933 3.5% 411,003 16,406 4.0% 471,834 24,369 5.2%
------- ------ ------- ------ ------- ------
Non-interest-earning assets
In German offices.......... 38,581 49,686 49,006
In non-German offices...... 30,868 29,206 22,101
------- ------- -------
Total non-interest-earning
Assets..................... 69,449 78,892 71,107
------- ------- -------
Total assets............... 472,600 489,895 542,941
======= ======= =======
Percent of assets
attributable to
Non-German offices......... 30.0% 33.3% 32.8%
137
YEAR ENDED DECEMBER 31,
------------------------------------------------------------------------------------------------
2003 2002 2001
------------------------------ ------------------------------ ------------------------------
INTEREST AVERAGE INTEREST AVERAGE INTEREST AVERAGE
AVERAGE INCOME/ YIELD/ AVERAGE INCOME/ YIELD/ AVERAGE INCOME/ YIELD/
BALANCE EXPENSE RATE IN % BALANCE EXPENSE RATE IN % BALANCE EXPENSE RATE IN %
------- -------- --------- ------- -------- --------- ------- -------- ---------
(E IN MILLIONS, EXCEPT % DATA)
LIABILITIES AND
SHAREHOLDERS' EQUITY
Liabilities to banks(2)
In German offices.......... 86,172 2,000 2.3% 58,881 1,978 3.4% 71,681 2,765 3.9%
In non-German offices...... 13,784 754 5.5% 23,284 1,081 4.6% 30,217 2,301 7.6%
------- ------ ------- ------ ------- ------
Total...................... 99,956 2,754 2.8% 82,165 3,059 3.7% 101,898 5,066 5.0%
------- ------ ------- ------ ------- ------
Liabilities to customers(2)
In German offices.......... 57,486 1,740 3.0% 71,296 1,906 2.7% 99,113 2,713 2.7%
In non-German offices...... 37,211 910 2.4% 36,977 1,126 3.0% 46,628 1,653 3.5%
------- ------ ------- ------ ------- ------
Total...................... 94,697 2,650 2.8% 108,273 3,032 2.8% 145,741 4,366 3.0%
------- ------ ------- ------ ------- ------
Securities sold under
repurchase agreements
In German offices.......... 58,997 1,719 2.9% 40,328 1,544 3.8% 39,327 1,958 5.0%
In non-German offices...... 17,568 638 3.6% 26,840 588 2.2% 37,548 1,315 3.5%
------- ------ ------- ------ ------- ------
Total...................... 76,565 2,357 3.1% 67,168 2,132 3.2% 76,875 3,273 4.3%
------- ------ ------- ------ ------- ------
Subordinated liabilities
In German offices.......... 3,757 173 4.6% 4,541 206 4.5% 4,439 189 4.3%
In non-German offices...... 3,836 194 5.1% 4,661 361 7.7% 4,793 458 9.6%
------- ------ ------- ------ ------- ------
Total...................... 7,593 367 4.8% 9,202 567 6.2% 9,232 647 7.0%
------- ------ ------- ------ ------- ------
Certificated liabilities(2)
In German offices.......... 13,745 537 3.9% 42,166 2,507 5.9% 71,266 4,628 6.5%
In non-German offices...... 40,093 1,365 3.4% 56,854 2,108 3.7% 44,657 2,440 5.5%
------- ------ ------- ------ ------- ------
Total...................... 53,838 1,902 3.5% 99,020 4,615 4.7% 115,923 7,068 6.1%
------- ------ ------- ------ ------- ------
Profit participation
certificates outstanding
In German offices.......... 1,515 111 7.3% 1,771 133 7.5% 2,052 76 3.7%
Total...................... 1,515 111 7.3% 1,771 133 7.5% 2,052 76 3.7%
------- ------ ------- ------ ------- ------
Total interest-bearing
Liabilities................ 334,164 10,141 3.0% 367,599 13,538 3.7% 451,721 20,496 4.5%
------- ------ ------- ------ ------- ------
Non-interest-bearing
liabilities
In German offices.......... 89,562 64,014 34,196
In non-German offices...... 36,447 39,288 34,576
Total non-interest-bearing
Liabilities................ 126,009 103,302 68,772
------- ------- -------
Shareholders' equity....... 12,427 18,994 22,448
------- ------- -------
Total liabilities and
shareholders' equity....... 472,600 489,895 542,941
======= ======= =======
Percent of liabilities
attributable to non-German
offices.................... 32.4% 39.9% 38.1%
138
---------------
(1) The average yields for investment securities available for sale have been
calculated using amortized cost balances and do not include changes in fair
value recorded within a component of shareholders' equity. The average
yields for investment securities held to maturity have been calculated using
amortized cost balances.
(2) Interest-bearing deposits have been presented within liabilities to banks
and liabilities to customers; certificates of deposit have been presented
within certificated liabilities.
NET INTEREST MARGIN
The following table sets forth the average total interest-earning assets,
net interest earned and the net interest margin of our banking operations.
YEAR ENDED DECEMBER 31,
------------------------------
2003 2002 2001
-------- -------- --------
(E IN MILLIONS, EXCEPT % DATA)
Average total interest-earning assets................... 403,151 411,003 471,834
Net interest earned(1).................................. 3,792 2,868 3,873
Net interest margin in %(2)............................. 0.94% 0.70% 0.82%
---------------
(1) Net interest earned is defined as total interest income less total interest
expense.
(2) Net interest margin is defined as net interest earned divided by average
total interest-earning assets.
139
The following table sets forth an allocation of changes in interest income,
interest expense and net interest income between changes in the average volume
and changes in the average interest rates for the two most recent years. Volume
and interest rate variances have been calculated based on movements in average
balances over the period and changes in interest rates on average
interest-earning assets and average interest-bearing liabilities. Changes due to
a combination of volume and rate are allocated proportionally to the absolute
change in volume and rate.
YEAR ENDED DECEMBER 31,
---------------------------------------------------------------------------
2003 OVER 2002 2002 OVER 2001
------------------------------------ ------------------------------------
INCREASE/(DECREASE) DUE TO INCREASE/(DECREASE) DUE TO
CHANGE IN: CHANGE IN:
--------------------------- ---------------------------
AVERAGE AVERAGE
TOTAL INTEREST TOTAL INTEREST
CHANGE RATE AVERAGE VOLUME CHANGE RATE AVERAGE VOLUME
------ --------- --------------- ------ --------- ---------------
(E IN MILLIONS)
INTEREST INCOME
Trading securities
In German offices............ 43 (595) 638 (394) (441) 47
In non-German offices........ (370) (295) (75) (347) (354) 7
------ ------ ------ ------ ------ ------
Total........................ (327) (890) 563 (741) (795) 54
------ ------ ------ ------ ------ ------
Loans and advances to banks
In German offices............ 10 (65) 75 (290) (97) (193)
In non-German offices........ (32) 91 (123) (433) (135) (298)
------ ------ ------ ------ ------ ------
Total........................ (22) 26 (48) (723) (232) (491)
------ ------ ------ ------ ------ ------
Loans and advances to customers
In German offices............ (1,038) 41 (1,079) (2,849) (1,770) (1,079)
In non-German offices........ (276) 77 (353) (1,328) (704) (624)
------ ------ ------ ------ ------ ------
Total........................ (1,314) 118 (1,432) (4,177) (2,474) (1,703)
------ ------ ------ ------ ------ ------
Securities purchased under
resale agreements
In German offices............ 493 (595) 1,088 (158) (561) 403
In non-German offices........ 57 316 (259) (751) (639) (112)
------ ------ ------ ------ ------ ------
Total........................ 550 (279) 829 (909) (1,200) 291
------ ------ ------ ------ ------ ------
Investment securities
In German offices............ (1,278) (152) (1,126) (1,345) (227) (1,118)
In non-German offices........ (82) (54) (28) (68) (39) (29)
------ ------ ------ ------ ------ ------
Total........................ (1,360) (206) (1,154) (1,413) (266) (1,147)
------ ------ ------ ------ ------ ------
Total interest income.......... (2,473) (1,231) (1,242) (7,963) (4,967) (2,996)
------ ------ ------ ------ ------ ------
140
YEAR ENDED DECEMBER 31,
---------------------------------------------------------------------------
2003 OVER 2002 2002 OVER 2001
------------------------------------ ------------------------------------
INCREASE/(DECREASE) DUE TO INCREASE/(DECREASE) DUE TO
CHANGE IN: CHANGE IN:
--------------------------- ---------------------------
AVERAGE AVERAGE
TOTAL INTEREST TOTAL INTEREST
CHANGE RATE AVERAGE VOLUME CHANGE RATE AVERAGE VOLUME
------ --------- --------------- ------ --------- ---------------
(E IN MILLIONS)
INTEREST EXPENSE
Liabilities to banks
In German offices............ 22 (725) 747 (787) (331) (456)
In non-German offices........ (327) 169 (496) (1,220) (768) (452)
------ ------ ------ ------ ------ ------
Total........................ (305) (556) 251 (2,007) (1,099) (908)
------ ------ ------ ------ ------ ------
Liabilities to customers
In German offices............ (166) 232 (398) (807) (62) (745)
In non-German offices........ (216) (223) 7 (527) (213) (314)
------ ------ ------ ------ ------ ------
Total........................ (382) 9 (391) (1,334) (275) (1,059)
------ ------ ------ ------ ------ ------
Securities sold under
repurchase agreements
In German offices............ 175 (427) 602 (414) (463) 49
In non-German offices........ 50 300 (250) (727) (413) (314)
------ ------ ------ ------ ------ ------
Total........................ 225 (127) 352 (1,141) (876) (265)
------ ------ ------ ------ ------ ------
Subordinated liabilities
In German offices............ (33) 2 (35) 17 13 4
In non-German offices........ (167) (111) (56) (97) (85) (12)
------ ------ ------ ------ ------ ------
Total........................ (200) (109) (91) (80) (72) (8)
------ ------ ------ ------ ------ ------
Certificated liabilities
In German offices............ (1,970) (665) (1,305) (2,121) (363) (1,758)
In non-German offices........ (743) (161) (582) (332) (900) 568
------ ------ ------ ------ ------ ------
Total........................ (2,713) (826) (1,887) (2,453) (1,263) (1,190)
------ ------ ------ ------ ------ ------
Profit participation
certificates outstanding
In German offices............ (22) (3) (19) 57 69 (12)
Total........................ (22) (3) (19) 57 69 (12)
------ ------ ------ ------ ------ ------
TOTAL INTEREST EXPENSE......... (3,397) (1,612) (1,785) (6,958) (3,516) (3,442)
------ ------ ------ ------ ------ ------
CHANGE IN TAXABLE NET INTEREST
INCOME....................... 924 381 543 (1,005) (1,451) 446
====== ====== ====== ====== ====== ======
141
RETURN ON EQUITY AND ASSETS
The following table sets forth the net income, average shareholders' equity
and selected financial information and ratios of our banking operations.
YEAR ENDED DECEMBER 31,
------------------------------
2003 2002 2001
-------- -------- --------
(E IN MILLIONS, EXCEPT % DATA)
Net (loss)/income........................................... (1,816) (944) 539
Average shareholders' equity................................ 12,427 18,994 22,448
Return on assets in %(1).................................... (0.38)% (0.19)% 0.10%
Return on equity in %(2).................................... (14.61)% (4.97)% 2.40%
Equity to assets ratio in %(3).............................. 2.63% 3.88% 4.13%
---------------
(1) Return on assets is defined as net (loss)/income of our banking operations
divided by average total assets of our banking operations.
(2) Return on equity is defined as net (loss)/income of our banking operations
divided by average shareholders' equity of our banking operations.
(3) Equity to assets ratio is defined as average shareholders' equity of our
banking operations divided by average total assets of our banking
operations.
TRADING AND INVESTMENT SECURITIES
The following table sets forth the book value of trading and investment
securities held by our banking operations by type of issuer. The allocation
between German and non-German components is based on the domicile of the issuer.
AT DECEMBER 31,
--------------------------------
2003 2002 2001
------- ------ -------
(E IN MILLIONS)
TRADING SECURITIES
GERMAN:
Federal and state government and government agency
debt securities................................... 19,764 14,304 8,267
Local government debt securities.................... 4,384 2,573 3,153
Corporate debt securities........................... 31,319 34,645 35,326
Mortgage-backed securities.......................... 315 403 50
Equity securities................................... 1,636 412 1,147
------- ------ -------
German total........................................ 57,418 52,337 47,943
------- ------ -------
NON-GERMAN:
U.S. Treasury and other U.S. government agency debt
securities........................................ 5,107 5,798 802
Other government and official institution debt
securities........................................ 28,424 23,568 29,509
Corporate debt securities........................... 19,468 8,066 12,667
Mortgage-backed securities.......................... 543 1,021 474
Equity securities................................... 13,216 8,668 13,917
------- ------ -------
Non-German total.................................... 66,758 47,121 57,369
------- ------ -------
TOTAL TRADING SECURITIES................................. 124,176 99,458 105,312
======= ====== =======
142
AT DECEMBER 31,
--------------------------------
2003 2002 2001
------- ------ -------
(E IN MILLIONS)
SECURITIES AVAILABLE FOR SALE
GERMAN:
Federal and state government and government agency
debt securities................................... 1,036 581 6,691
Local government debt securities.................... 1,591 1,840 24,842
Corporate debt securities........................... 5,666 7,534 21,566
Mortgage-backed and other debt securities........... 14 22 63
Equity securities................................... 2,828 3,951 7,003
------- ------ -------
German total........................................ 11,135 13,928(1) 60,165
------- ------ -------
NON-GERMAN:
U.S. Treasury and other U.S. government agency debt
securities........................................ 246 227 453
Other government and official institution debt
securities........................................ 1,792 2,550 6,884
Corporate debt securities........................... 3,561 5,337 6,270
Mortgage-backed and other debt securities........... 905 520 105
Equity securities................................... 4,213 3,097 3,297
------- ------ -------
Non-German total.................................... 10,717 11,731 17,009
------- ------ -------
TOTAL SECURITIES AVAILABLE FOR SALE...................... 21,852 25,659 77,174
======= ====== =======
SECURITIES HELD TO MATURITY
GERMAN:
Mortgage-backed securities.......................... -- -- 301
------- ------ -------
German total........................................ -- -- 301
------- ------ -------
NON-GERMAN:
Other government and official institution debt
securities........................................ 96 579 558
Corporate debt securities........................... -- 145 152
------- ------ -------
Non-German total.................................... 96 724 710
------- ------ -------
TOTAL SECURITIES HELD TO MATURITY........................ 96 724 1,011
======= ====== =======
---------------
(1) Change from 2001 to 2002 reflects primarily the August 2002 deconsolidation
of Deutsche Hyp.
At December 31, 2003, our banking operations held ordinary shares of Munich
Re that had a book value in excess of ten percent of the shareholders' equity of
our banking operations. The aggregate shareholders' equity of Dresdner Bank and
our other banking operations was approximately E12,460 million at December 31,
2003. The aggregate book value and market value of such ordinary shares of
Munich Re were E1,627 million at December 31, 2003.
143
MATURITY ANALYSIS OF DEBT INVESTMENT SECURITIES
The following table sets forth an analysis of the contractual maturity and
weighted average yields of our banking operations' debt investment securities.
Actual maturities may differ from contractual maturity dates because issuers may
have the right to call or prepay obligations. The allocation between German and
non-German components is based on the domicile of the issuer.
AT DECEMBER 31, 2003
-------------------------------------------------------
DUE AFTER DUE AFTER
DUE IN ONE YEAR FIVE YEARS
ONE YEAR THROUGH THROUGH DUE AFTER
OR LESS FIVE YEARS TEN YEARS TEN YEARS TOTAL
-------- ---------- ---------- --------- ------
(E IN MILLIONS, EXCEPT %)
SECURITIES AVAILABLE FOR SALE
GERMAN:
Federal and state government
and government agency debt
securities................... 59 727 70 180 1,036
Local government debt
securities................... 111 932 332 216 1,591
Corporate debt securities...... 1,130 3,929 498 109 5,666
Mortgage-backed and other debt
securities................... 14 -- -- -- 14
----- ----- ----- --- ------
German total................... 1,314 5,588 900 505 8,307
----- ----- ----- --- ------
NON-GERMAN:
U.S. Treasury and other U.S.
government agency debt
securities................... 6 93 94 53 246
Other government and official
institution debt
securities................... 618 493 507 174 1,792
Corporate debt securities...... 2,012 1,066 418 65 3,561
Mortgage-backed and other debt
securities................... 643 168 82 12 905
----- ----- ----- --- ------
Non-German total............... 3,279 1,820 1,101 304 6,504
----- ----- ----- --- ------
TOTAL SECURITIES AVAILABLE FOR
SALE.............................. 4,593 7,408 2,001 809 14,811
===== ===== ===== === ======
WEIGHTED AVERAGE YIELD IN %......... 3.1 3.1 4.6 4.9 4.1
SECURITIES HELD TO MATURITY
GERMAN:
Mortgage-backed securities... -- -- -- -- --
----- ----- ----- --- ------
German total................... -- -- -- -- --
----- ----- ----- --- ------
NON-GERMAN:
Other government and official
institution debt
securities................ -- 96 -- -- 96
Corporate debt securities.... -- -- -- -- --
----- ----- ----- --- ------
Non-German total............. -- 96 -- -- 96
----- ----- ----- --- ------
TOTAL SECURITIES HELD TO MATURITY... -- 96 -- -- 96
===== ===== ===== === ======
WEIGHTED AVERAGE YIELD IN %......... -- 7.4 -- -- 7.4
144
LOAN PORTFOLIO
The following table sets forth an analysis of our loan portfolio, excluding
allowances for loan losses, net of unearned income, according to the industry
sector of borrowers. The allocation between German and non-German components is
based on the domicile of the borrower.
AT DECEMBER 31,
-----------------------------------------------
2003 2002 2001 2000 1999
------- ------- ------- ------- -------
(E IN MILLIONS)
GERMAN:
Corporate:
Manufacturing industry.......... 8,042 9,728 10,825 11,539 11,014
Construction.................... 1,063 1,226 1,813 2,042 2,228
Wholesale and retail trade...... 4,274 6,041 7,165 7,419 7,555
Financial institutions
(excluding banks) and
insurance companies........... 2,959 2,810 4,896 4,196 926
Banks........................... 276 611 517 601 2,342
Service providers............... 12,953 13,797 22,943 21,326 23,658
Other........................... 2,281 2,911 3,974 3,067 4,416
------- ------- ------- ------- -------
Corporate total................. 31,848 37,124 52,133 50,190 52,139
------- ------- ------- ------- -------
Public authorities................. 173 212 718 540 276
Private individuals (including
self-employed professionals).... 40,834 43,041 63,773 65,883 64,706
------- ------- ------- ------- -------
German total....................... 72,855 80,377 116,624 116,613 117,121
------- ------- ------- ------- -------
NON-GERMAN:
Corporate:
Manufacturing industry,
construction, wholesale and
retail trade and service
providers..................... 14,369 21,846 38,383 43,771 39,197
Financial institutions
(excluding banks) and
insurance companies........... 6,617 6,312 10,285 10,166 8,100
Banks........................... 3,704 3,348 5,157 6,287 6,645
Other........................... 5,797 9,144 3,899 3,536 3,405
------- ------- ------- ------- -------
Corporate total................. 30,487 40,650 57,724 63,760 57,347
------- ------- ------- ------- -------
Public authorities................. 589 2,065 3,458 990 2,913
Private individuals (including
self-employed professionals).... 11,497 11,046 10,601 10,151 9,922
------- ------- ------- ------- -------
Non-German total................... 42,573 53,761 71,783 74,901 70,182
------- ------- ------- ------- -------
Total loans........................ 115,428 134,138 188,407 191,514 187,303
======= ======= ======= ======= =======
The following table sets forth our banking operations' mortgage loans and
finance leases that are included within the above analysis of loans.
AT DECEMBER 31,
------------------------------------------
2003 2002 2001 2000 1999
------ ------ ------ ------ ------
(E IN MILLIONS)
Mortgage loans............................ 38,191 39,683 57,315 61,303 60,587
Finance leases............................ 933 1,104 2,414 1,430 1,778
145
LOAN CONCENTRATIONS
Although our loan portfolio is diversified across more than 161 countries,
at December 31, 2003 approximately 63.1% of our total loans were to borrowers in
Germany. At December 31, 2003, our largest credit exposures to borrowers in
Germany were loans to private individuals (including self-employed
professionals). Approximately 55.2% of these loans are residential mortgage
loans, which represent approximately 19.5% of our total loans. Our residential
mortgage loans include owner-occupied, single- and two-family homes and
apartment dwellings and investment properties. Our residential mortgage loans
are well diversified across all German states. Our remaining loans to private
individuals in Germany primarily include other consumer installment loans and
loans to self-employed professionals, which are also geographically diversified
across Germany. We have no other concentrations of loans to private individuals
(including self-employed professionals) in Germany in excess of ten percent of
our total loans.
Our corporate customers are broadly diversified. At December 31, 2003,
approximately 11.2% of our total loans were to German corporate customers in
various service industries, including utilities, media, transportation and other
service providers. However, none of those industries are individually
significant to our domestic loan portfolio and we have no concentrations of
loans to borrowers in any services industry in excess of ten percent of our
total loans.
At December 31, 2003, approximately 17.5% of our total loans were to
non-financial corporate borrowers outside Germany. These loans are well
diversified across various commercial industries, including:
PERCENT OF
TOTAL
LOANS
----------
Manufacturing industry...................................... 4.1%
Construction................................................ 2.2%
Wholesale and retail trade.................................. 0.9%
Telecommunications.......................................... 0.6%
Transportation.............................................. 1.8%
Other service providers(1).................................. 2.9%
Other(2).................................................... 5.0%
---------------
(1) Other services providers include media, utilities, natural resources and
other services.
(2) There are no significant concentrations of loans in any industry included in
other non-financial corporate borrowers outside Germany.
We have no concentrations of loans to non-financial corporate borrowers in
any industry in excess of ten percent of our total loans.
146
MATURITY ANALYSIS OF LOAN PORTFOLIO
The following table sets forth an analysis of the contractual maturity of
our loans at December 31, 2003. The allocation between German and non-German
components is based on the domicile of the borrower.
AT DECEMBER 31, 2003
--------------------------------------------
DUE AFTER
DUE IN ONE YEAR
ONE YEAR THROUGH DUE AFTER
OR LESS FIVE YEARS FIVE YEARS TOTAL
-------- ---------- ---------- -------
(E IN MILLIONS)
GERMAN:
Corporate:
Manufacturing industry.................. 5,268 1,922 852 8,042
Construction............................ 743 161 159 1,063
Wholesale and retail trade.............. 3,241 501 532 4,274
Financial institutions (excluding banks)
and insurance companies............... 1,932 548 479 2,959
Banks................................... 142 115 19 276
Service providers:
Telecommunication..................... 45 13 -- 58
Transportation........................ 277 395 205 877
Other service providers............... 4,338 4,712 2,968 12,018
Total service providers................. 4,660 5,120 3,173 12,953
Other................................... 1,123 467 691 2,281
------ ------ ------ -------
Corporate total......................... 17,109 8,834 5,905 31,848
------ ------ ------ -------
Public authorities......................... 137 7 29 173
Private individuals (including
self-employed professionals):
Residential mortgage loans.............. 2,036 3,809 16,680 22,525
Consumer installment loans.............. 2,818 -- -- 2,818
Other................................... 2,835 4,318 8,338 15,491
Total private individuals (including
self-employed professionals)............ 7,689 8,127 25,018 40,834
------ ------ ------ -------
German total............................... 24,935 16,968 30,952 72,855
------ ------ ------ -------
147
AT DECEMBER 31, 2003
--------------------------------------------
DUE AFTER
DUE IN ONE YEAR
ONE YEAR THROUGH DUE AFTER
OR LESS FIVE YEARS FIVE YEARS TOTAL
-------- ---------- ---------- -------
(E IN MILLIONS)
NON-GERMAN:
Corporate:
Manufacturing industry.................. 2,276 1,881 591 4,748
Construction............................ 455 1,180 825 2,460
Wholesale and retail trade.............. 594 392 80 1,066
Service Providers:
Telecommunication..................... 406 83 205 694
Transportation........................ 176 1,397 451 2,024
Other service providers............... 1,704 1,091 582 3,377
Total service providers................. 2,286 2,571 1,238 6,095
Total manufacturing industry,
construction, wholesale and retail
trade and service providers........... 5,611 6,024 2,734 14,369
Financial institutions (excluding banks)
and insurance companies............... 2,530 2,306 1,781 6,617
Banks................................... 2,505 794 405 3,704
Other................................... 1,986 1,100 2,711 5,797
------ ------ ------ -------
Corporate total......................... 12,632 10,224 7,631 30,487
------ ------ ------ -------
Public authorities......................... 242 203 144 589
Private individuals (including
self-employed professionals):
Residential mortgage loans.............. 900 2,754 5,492 9,146
Consumer installment loans.............. 411 30 7 448
Other................................... 1,075 318 510 1,903
Total private individuals.................. 2,386 3,102 6,009 11,497
------ ------ ------ -------
Non-German total........................... 15,260 13,529 13,784 42,573
------ ------ ------ -------
TOTAL LOANS.................................. 40,195 30,497 44,736 115,428
====== ====== ====== =======
148
The following table sets forth the total amount of loans due after one year
with predetermined interest rates and floating or adjustable interest rates at
December 31, 2003. Loans with predetermined interest rates are loans for which
the interest rate is fixed for the entire term of the loan. All other loans are
considered floating or adjustable interest rate loans. The allocation between
German and non-German components is based on the domicile of the borrower.
AT DECEMBER 31, 2003
----------------------------------------
LOANS WITH
LOANS WITH FLOATING OR
PREDETERMINED ADJUSTABLE
INTEREST RATES INTEREST RATES TOTAL
-------------- -------------- ------
(E IN MILLIONS)
GERMAN:
Private individuals (including self-employed
professionals)............................... 29,296 3,849 33,145
Corporate and public customers.................. 10,246 4,529 14,775
German total...................................... 39,542 8,378 47,920
NON-GERMAN:
Private individuals (including self-employed
professionals)............................... 2,651 6,460 9,111
Corporate and public customers.................. 3,057 15,145 18,202
Non-German total.................................. 5,708 21,605 27,313
------ ------ ------
Total............................................. 45,250 29,983 75,233
====== ====== ======
RISK ELEMENTS
NON-PERFORMING LOANS
The following table sets forth the outstanding balance of our
non-performing loans. The allocation between German and non-German components is
based on the domicile of the borrower.
AT DECEMBER 31,
---------------------------------------
2003 2002 2001 2000 1999
----- ------ ------ ----- -----
(E IN MILLIONS)
NONACCRUAL LOANS:
German..................................... 6,459 7,355 8,751 7,991 7,516
Non-German................................. 2,236 3,097 2,404 1,928 1,618
----- ------ ------ ----- -----
Total nonaccrual loans..................... 8,695 10,452 11,155 9,919 9,134
===== ====== ====== ===== =====
LOANS PAST DUE 90 DAYS AND STILL ACCRUING
INTEREST:
German..................................... 477 644 1,640 1,238 1,526
Non-German................................. 183 151 309 300 305
----- ------ ------ ----- -----
Total loans past due 90 days and still
accruing Interest....................... 660 795 1,949 1,538 1,831
===== ====== ====== ===== =====
TROUBLED DEBT RESTRUCTURINGS:
German..................................... 26 65 215 253 261
Non-German................................. 200 313 336 323 289
----- ------ ------ ----- -----
Total troubled debt restructurings......... 226 378 551 576 550
===== ====== ====== ===== =====
149
NONACCRUAL LOANS
Nonaccrual loans are loans on which interest income is no longer recognized
on an accrual basis and loans for which a specific provision is recorded for the
full amount of accrued interest receivable. We place loans on nonaccrual status
when we determine, based on management's judgment, that the payment of interest
or principal is doubtful.
When a loan is placed on nonaccrual status, any accrued and unpaid interest
receivable is reversed and charged against interest income. We restore loans to
accrual status only when interest and principal are made current in accordance
with the contractual terms and, in management's judgment, future payments are
reasonably assured. When we have doubts about the ultimate collectibility of the
principal of a loan placed on nonaccrual status, all cash receipts are recorded
as reductions in principal. Once the recorded principal amount of the loan is
reduced to zero, future cash receipts are recognized as interest income. For all
remaining loans, interest income is recognized when received.
LOANS PAST DUE 90 DAYS AND STILL ACCRUING INTEREST
Loans past due 90 days and still accruing interest are loans that are
contractually past due 90 days or more as to principal or interest on which we
continue to recognize interest income on an accrual basis.
TROUBLED DEBT RESTRUCTURINGS
Troubled debt restructurings are loans that we have restructured due to a
deterioration in the borrower's financial position and in relation to which, for
economic or legal reasons related to the borrower's deteriorated financial
position, we have granted a concession to the borrower that we would not have
otherwise granted.
INTEREST INCOME ON NON-PERFORMING LOANS
The following table sets forth the gross interest income that would have
been recorded during the year ended December 31, 2003 on nonaccrual loans and
troubled debt restructurings if such loans had been current in accordance with
their original contractual terms and the interest income on such loans that was
actually included in interest income during the year ended December 31, 2003.
YEAR ENDED DECEMBER 31, 2003
---------------------------------
IN GERMAN IN NON-GERMAN
OFFICES OFFICES TOTAL
--------- ------------- -----
(E IN MILLIONS)
Interest income that would have been recorded in
accordance with the original contractual terms...... 265 119 384
Interest income actually recorded..................... 38 18 56
POTENTIAL PROBLEM LOANS
Potential problem loans are loans that are not classified as nonaccrual
loans, loans past due 90 days and still accruing interest or troubled debt
restructurings, but where known information about possible credit problems
causes us to have serious doubts as to the ability of the borrower to comply
with the present loan repayment terms and which may result in classifying the
loans in one of the three categories of non-performing loans described above.
The outstanding balance of our potential problem loans was E1,717 million at
December 31, 2003, a decrease of E720 million, or 29.5% from E2,437 million at
December 21, 2002.
Each of our potential problem loans has been subject to our normal credit
monitoring and review procedures. Of these loans, approximately E423 million
have a specific loss allowance. The remaining loans have also been reviewed for
impairment, however, based on our estimated measurement of the impairment, no
specific loss allowance has been recorded on such loans.
Approximately 40% and 2% of our potential problem loans are to private
individuals in Germany and Europe (outside Germany), respectively. The remaining
loans are to corporate borrowers in manufacturing,
150
construction, wholesale and retail trade, telecommunication, transportation and
other services, including media, utilities, natural resources and other services
and other industry sectors. Our potential problem loans to corporate borrowers
are diversified across the following geographic regions based on the domicile of
the borrower:
AT DECEMBER 31, 2003
--------------------
PERCENT OF TOTAL
POTENTIAL PROBLEM
LOANS
--------------------
Germany..................................................... 31%
North America............................................... 4%
Europe (excluding Germany).................................. 2%
Latin America............................................... 17%
Asia/Pacific................................................ 3%
Middle East/Africa.......................................... 1%
FOREIGN OUTSTANDINGS
Cross-border outstandings consist of loans, net of allowances for loan
losses, accrued interest receivable, acceptances, interest-bearing deposits with
other banks, other interest-bearing investments and other monetary assets that
either are recorded in an office that is not in the same country as the domicile
of the borrower, guarantor, issuer or counter-party, or are denominated in a
currency that is not the local currency of the borrower, guarantor, issuer or
counter-party or are net local country claims. Net local country claims are
domestic claims recorded in offices outside Germany that are denominated in
local or foreign currency and that are not funded by liabilities in the same
currency as the claim and recorded in the same office.
Our cross-border outstandings are allocated by country based on the country
of domicile of the borrower, guarantor, issuer or counter-party of the ultimate
credit risk. We set limits on and monitor actual cross-border outstandings on a
country-by-country basis based on transfer, economic and political risks.
The following table sets forth our cross-border outstandings by geographic
location for countries that exceeded 0.75% of the total assets of our banking
operations. At December 31, 2003, there were no cross-border outstandings that
exceeded 0.50% of the total assets of our banking operations in any country
currently facing debt restructurings or liquidity problems that we expect would
materially impact the borrowers' ability to repay their obligations.
AT DECEMBER 31, 2003
----------------------------------------------------------------------------------------------
GOVERNMENT BANKS AND NET LOCAL TOTAL CROSS- PERCENT
AND OFFICIAL FINANCIAL COUNTRY BORDER OF TOTAL CROSS-BORDER
INSTITUTIONS INSTITUTIONS OTHER(1) CLAIMS OUTSTANDINGS ASSETS(2) COMMITMENTS(3)
------------ ------------ -------- --------- ------------ --------- --------------
(E IN MILLIONS, EXCEPT %)
COUNTRY
United States.................... 1,776 6,332 4,266 -- 12,374 2.48% 1,850
United Kingdom................... 633 4,276 2,051 98 7,058 1.42% 3,635
France........................... 2,950 3,437 1,282 13 7,682 1.54% 2,604
Italy............................ 1,445 941 155 748 3,289 0.66% 2,663
Netherlands...................... 560 4,967 763 -- 6,290 1.26% 1,436
Switzerland...................... 83 3,388 754 174 4,399 0.88% 722
Spain............................ 1,673 916 264 -- 2,853 0.57% 147
Cayman Islands................... 15 5,196 474 -- 5,685 1.14% 5,963
151
AT DECEMBER 31, 2002
----------------------------------------------------------------------------------------------
GOVERNMENT BANKS AND NET LOCAL TOTAL CROSS- PERCENT
AND OFFICIAL FINANCIAL COUNTRY BORDER OF TOTAL CROSS-BORDER
INSTITUTIONS INSTITUTIONS OTHER(1) CLAIMS OUTSTANDINGS ASSETS(2) COMMITMENTS(3)
------------ ------------ -------- --------- ------------ --------- --------------
(E IN MILLIONS, EXCEPT %)
COUNTRY
United States.................... 1,853 4,708 3,963 -- 10,524 2.53% 13,100
United Kingdom................... 718 3,048 2,803 3,583 10,152 2.44% 5,421
France........................... 1,035 3,596 1,511 56 6,198 1.49% 2,498
Italy............................ 6,194 1,573 202 1,932 9,901 2.38% 649
Netherlands...................... 400 3,233 1,064 -- 4,697 1.13% 1,972
Switzerland...................... 79 1,701 964 -- 2,744 0.66% 942
Spain............................ 829 948 519 -- 2,296 0.55% 148
Cayman Islands................... 9 2,364 127 1 2,501 0.60% 7,994
AT DECEMBER 31, 2001
----------------------------------------------------------------------------------------------
GOVERNMENT BANKS AND NET LOCAL TOTAL CROSS- PERCENT
AND OFFICIAL FINANCIAL COUNTRY BORDER OF TOTAL CROSS-BORDER
INSTITUTIONS INSTITUTIONS OTHER(1) CLAIMS OUTSTANDINGS ASSETS(2) COMMITMENTS(3)
------------ ------------ -------- --------- ------------ --------- --------------
(E IN MILLIONS, EXCEPT %)
COUNTRY
United States.................... 1,266 8,200 7,135 1,178 17,779 3.38% 14,301
United Kingdom................... 354 9,472 2,495 -- 12,321 2.34% 7,137
France........................... 556 6,834 4,020 -- 11,410 2.17% 124
Italy............................ 11,320 1,344 361 1,088 14,113 2.68% 2,409
Netherlands...................... 1,408 4,561 2,105 -- 8,074 1.54% --
Switzerland...................... 86 2,995 1,887 -- 4,968 0.94% 219
Spain............................ 2,509 1,530 1,004 32 5,075 0.97% 133
Cayman Islands................... -- 2,624 719 -- 3,343 0.64% 266
---------------
(1) Other includes insurance, commercial, industrial, service providers and
other corporate counter-parties.
(2) Percent of total assets is defined as total cross-border outstandings
divided by total assets of our banking operations. The total assets of our
banking operations were E498 billion, E415 billion, and E526 billion at
December 31, 2003, 2002 and 2001, respectively.
(3) Cross-border commitments have been presented separately as they are not
included as cross-border outstandings unless utilized.
Total cross-border outstandings disclosed above included E154 million, E945
million and E668 million of gross loans outstanding to borrowers in the United
States that are also disclosed within the category of non-performing loans at
December 31, 2003, 2002 and 2001, respectively. At December 31, 2003, there were
no material cross-border outstandings disclosed above that were also disclosed
within the category of potential problem loans. At December 31, 2002 total
cross-border outstandings disclosed above also included E126 million of gross
loans outstanding to borrowers in the United States that are also disclosed
within the category of potential problem loans as of December 31, 2002.
SUMMARY OF LOAN LOSS EXPERIENCE
The following discussion of loan loss allowances refers to the banking
operations of Dresdner Bank, which represents substantially all of our banking
segment, as our other banking operations have not historically been significant.
152
We establish allowances for loan losses in our loan portfolio that
represent management's estimate of probable losses at the balance sheet date. We
calculate an allowance for each of the following risks that are allocable to
identified loans or groups of loans in our portfolio:
- a specific loan loss allowance for impaired loans;
- a general loan loss allowance for impairments that have been incurred but
are not yet identified; and
- an allowance for transfer risk, or country risk allowance.
We do not maintain any additional reserves that are not allocable to
specifically identified loans or groups of loans in the portfolio.
SPECIFIC LOAN LOSS ALLOWANCE
A specific loan loss allowance is established to provide for specifically
identified counter-party risks. Loans are identified as impaired if it is
probable that borrowers are no longer able to make their contractually
agreed-upon interest and principal payments. Specific loan loss allowances are
established for impaired loans. We calculate the specific loan loss allowance
based on the guidance provided in the International Accounting Standards Board's
International Accounting Standard (IAS) 39, Financial Instruments: Recognition
and Measurement and the Financial Accounting Standards Boards of Financial
Accounting Standard (SFAS) 114, Accounting by Creditors for Impairment of a
Loan, according to which an impaired loan should be recorded at its estimated
recoverable amount either directly, or through the use of an allowance account
by recording a charge to the income statement. The estimated recoverable amount
is the present value of expected future cash flows discounted at the loan's
original effective interest rate, or if the loan is collateral dependent and
foreclosure on the loan is probable, the fair value of the collateral, or if
there is an observable market for the loan, the market value of the loan. If the
amount of the impairment subsequently increases or decreases due to an event
occurring after the initial measurement of impairment, a change in the allowance
is recognized in earnings by a charge or a credit to net loan loss provisions.
We evaluate our loans based on portfolio segmentation, classified either as
homogeneous or non-homogeneous. Those loans included within the IRU, Dresdner
Kleinwort Wasserstein and Corporate Banking divisions are classified as
non-homogeneous, and are therefore evaluated individually. Loans within the
Private and Business Clients division, which are greater than E1 million are
also classified as non-homogeneous. All remaining loans are included in and then
reviewed together as a homogeneous portfolio. Prior to June 2003, we evaluated
each of our loans individually. Loans for which a specific loan loss allowance
had been previously established were evaluated on an individual basis if the
existing specific loan loss allowance was E0.5 million or more. Loans for which
a specific loan loss allowance of less than E0.5 million had been previously
established were aggregated into homogeneous portfolios by collateral types
(portfolio approach) for evaluation under IAS 39 and SFAS 114.
We use an internal credit rating system implemented in 2002 to assign
ratings from 1 to 16 to each loan, within the non-homogeneous portfolio, on the
basis of specific quantitative and qualitative customer criteria, including
financial condition, historical earnings, management quality, and general
industry data, among others. Loans that are classified in the rating categories
15 and 16 are loans that are deemed to be impaired under IAS 39 and SFAS 114. In
addition, loans that carry ratings of 13 and 14 are reviewed for potential
impairment. Prior to 2002, we used an internal credit rating system that
assigned ratings from 1 to 8 to each loan. We determine the impairment provision
on the homogeneous portfolios by calculating the average loss rates and the
collection periods for different types of collateral and applying a weighted
average discount rate to these aggregated expected future cash flows. The
results of such calculations are subject to back-testing procedures, such as
individual evaluation of sample loans within particular sub-portfolios.
GENERAL LOAN LOSS ALLOWANCE
General loan loss allowances are established to provide for incurred but
unidentified losses that are inherent in the loan portfolio as of the relevant
balance sheet date. General allowances for loan losses are established for loans
that are impaired but not yet identified as impaired due to the time lag between
the
153
occurrence of an impairment event and the detection of that event by our credit
risk monitoring systems and controls. Such a time lag may occur due to intervals
between impairment tests, ratings reviews and/or a borrower's financial
reporting. In order to avoid layering or double counting of both specific and
general loan loss allowances, only those loans that have not been deemed
impaired under IAS 39 or SFAS 114 are included as part of the portfolio used to
establish the general loan loss allowance.
The amount of the general loan loss allowance is based on historical loan
loss experience and management's evaluation of the loan portfolio under current
events and economic conditions. Toward this end, we follow a three-step process.
First, we derive an economic measure of future expected credit losses over
a given time horizon, based on the application of historical loss data to the
loan portfolio as of the most recent balance sheet date. On the basis of the
individual ratings that we have assigned, we assign empiric probabilities of
default to loans with a similar rating. In a bottom-up process, we apply credit
risk parameters based on differentiation between the underlying risks (e.g.
probabilities of default by internal rating class and collateral recovery rates
by collateral types) to the position data of the loan portfolio. We calculate
probabilities of default using empiric historical data of Dresdner Bank's loan
portfolio, which serves as the basis for predicting future default rates within
our rating categories. We derive the expected loss from Dresdner Bank's
historical experience of the amount of the balance of a claim that is not likely
to be recovered based on the balance of the claim when the loan became impaired.
The result is an economic measure of the expected credit losses of each
individual loan, representing a probability-weighted amount of credit loss in
the event of a default over the measurement horizon. These amounts are
aggregated to the total portfolio level. Through a revolving analysis of actual
credit losses, we update the underlying credit risk parameters of our credit
risk models in order to improve the quality and reliability of our credit risk
measures.
Second, we adjust the expected credit loss estimate, which reflects all
future credit losses regardless of the accounting period in which they are
expected to occur, to reflect only those credit losses that can be attributed to
the current accounting period as having already occurred, but as not yet having
been identified as of the most recent balance sheet date. These adjustments are
performed on the basis of loss emergence periods, which measure the average time
lag between the economic loss event and accounting recognition of the loss under
IAS 39 or SFAS 114. We generally use default horizons of between six and eight
months from the balance sheet date, depending on the portfolio. The resulting
amount is used as the basis for determining the general loan loss allowance.
Third, since expected loss estimates are dependent on historical
information, which may not be representative of current circumstances, the
general loan loss allowance may be reviewed by Dresdner Bank senior management.
If we believe certain current factors such as internal lending practices or the
state of the broader credit cycle are not adequately reflected in the historical
credit risk parameters used to establish the general loan loss allowance, we
perform an additional qualitative analysis of the allowance. Modifications of
the allowance may then be proposed to Dresdner Bank's management board. Factors
for which such modifications of the general loan loss allowance may be made
include:
- Levels of and trends in delinquencies and impaired loans;
- Levels in and trends in recoveries of prior charge offs;
- Trends in volume and terms of loans;
- Effects of changes in lending policies and procedures;
- Experience, ability, and depth of lending management and other relevant
staff;
- National and local trends and conditions; and
- Credit concentrations.
154
COUNTRY RISK ALLOWANCE
Country risk allowances are established for transfer risk. Transfer risk is
a measure of the likely ability of a borrower in a certain country to repay its
foreign currency-denominated debt in light of the economic or political
situation prevailing in that country. We establish a country risk allowance for
loan exposures if serious doubts exist regarding a counterparty's ability to
comply with the repayment terms due to the economic or political situation
prevailing in the country of the domicile of the counterparty. We believe that
this risk represents an additional risk above and beyond the normal counterparty
risk.
Country risk allowances are based on our country rating system that
incorporates current and historical economic, political and other data to
categorize countries by risk profile. Using this system, we define country risk
ratings from 1 to 8. Country risk allowances are established only for loans to
borrowers in countries that are classified in country risk rating categories 6,
7 and 8.
Country risk allowances apply to loan transactions, acceptances and various
forms of import and export financing such as guarantees and commercial letters
of credit. We exclude certain loans from this assessment, including loans made
in local currency, certain short-term trade financing loans and loans that are
collateralized by assets in, or guaranteed by a party in, an economically and
politically stable country. Country risk allowances are not calculated for
traded products or off-balance sheet products. In order to avoid layering or
double counting of both specific loan loss allowances and country risk
allowances, the amount of the specific loan loss allowances are deducted from
the portfolio prior to determining the country risk allowance.
SELF-CORRECTING MECHANISMS
The principal self-correcting mechanism used to reduce the difference
between estimated and actual observed losses is our practice of basing loss
estimates on our historical loss experience. Where actual observed losses differ
from estimated losses, information relating to the actual observed losses is
incorporated into the historical statistical data on which we base our estimates
and is accordingly reflected in our subsequent estimated losses. Similarly, the
credit default models that we use in calculating the general loan loss allowance
are updated to incorporate newly available statistical evidence on impairment
into the default calculations.
In addition, Dresdner Bank reviews its loss estimates on a quarterly basis,
and, where such estimates differ from actual observed losses, makes appropriate
adjustment to the general loan loss allowance and/or the country risk allowance.
MOVEMENTS IN LOAN LOSS ALLOWANCE
Primarily as a result of the continued reduction of exposures to corporate
customers in the United States, South America and Asia, as part of our strategic
plan to reduce our non-core lending activities outside of Europe, our total loan
portfolio decreased by E18,710 million, or 13.9%, to E115,428 million at
December 31, 2003 from E134,138 million at December 31, 2002. The reduction in
exposures to corporate borrowers was more than offset by the deterioration in
the credit quality of existing borrowers, reflecting the weakness in the current
global economic climate. Our non-performing loans decreased by E2,108 million,
or 18.1%, and potential problem loans decreased E720 million, or 29.5%, from
December 31, 2002 to December 31, 2003.
As discussed above, when we establish a specific loan loss allowance in
relation to a particular loan, that loan is removed from the portfolio of loans
that is used as a basis for calculating the general loan loss allowance and the
country risk allowance. The establishment of a specific loan loss allowance may
therefore result indirectly in a decrease in the general loan loss allowance and
the country risk allowance, but no direct reallocation of allowances occurs.
In 2003, we established significant specific loan loss allowances of E1,308
million in relation to approximately E13,800 million of loans to borrowers
included in our IRU division. Such loans were subsequently excluded from the
portfolio of loans used to calculate the general loan loss allowance and the
country risk allowance. The impact of specific loan loss allowances and exposure
reduction in those countries
155
with country risk ratings of 6, 7 and 8 resulted in a decrease in the country
risk allowance of E81 million, primarily relating to exposures in Brazil,
Columbia, Indonesia and Argentina.
In general, the comparatively high level of net loan loss provisions of
E1,014 million in 2003, together with the decrease in the overall size of the
loan portfolio related to the reduction in non-core lending outside Europe,
resulted in a lower projected level of general loan loss allowances than in
previous years. In light of global economic and geopolitical conditions,
however, we determined not to reduce our general loan loss allowance to reflect
such projections. Our general loan loss allowance was E589 million at December
31, 2003, compared to E747 million at December 31, 2002.
We believe the level of our total loan loss allowance is adequate in
comparison to our historical net loss experience. The average credit rating of
loans in our portfolio based on our internal rating system has remained largely
constant in recent years, while at the same time our total loan loss allowance
as a percentage of total loans has decreased slightly to 5.0% at December 31,
2003, compared to 5.2% at December 31, 2002, and 4.5% at December 31, 2001,
excluding loans and allowances for loan losses attributable to Deutsche Hyp.
The following table sets forth an analysis of the specific loan loss
allowances by industry sector and geographic category of the borrowers, and the
percentage of our total loan portfolio accounted for by those industry and
geographic categories, on the dates specified. The allocation between German and
non-German components is based on the domicile of the borrower.
AT DECEMBER 31,
------------------------------------------------------------------------
2003 2002 2001 2000
-------------------- -------------------- -------------------- ------
PERCENT OF PERCENT OF PERCENT OF
TOTAL LOANS TOTAL LOANS TOTAL LOANS
IN EACH IN EACH IN EACH
CATEGORY TO CATEGORY TO CATEGORY TO
AMOUNT TOTAL LOANS AMOUNT TOTAL LOANS AMOUNT TOTAL LOANS AMOUNT
------ ----------- ------ ----------- ------ ----------- ------
(E IN MILLIONS, EXCEPT % DATA)
GERMAN:
Corporate:
Manufacturing industry..... 687 7.0% 884 7.2% 884 5.7% 687
Construction............... 256 0.9% 301 0.9% 353 1.0% 381
Wholesale and retail
trade.................... 382 3.7% 426 4.5% 448 3.8% 506
Financial institutions
(excluding banks) and
insurance companies...... 94 2.6% 171 2.1% 133 2.6% 135
Banks...................... 1 0.2% 7 0.5% 5 0.3% 1
Service providers.......... 767 11.2% 827 10.3% 982 12.2% 1,030
Other...................... 39 2.0% 108 2.2% 59 2.1% 95
----- ----- ----- -----
Corporate total............ 2,226 27.6% 2,724 27.7% 2,864 27.7% 2,835
Public authorities......... -- 0.1% -- 0.2% -- 0.4% --
Private individuals
(including self-employed
professionals)............. 1,409 35.4% 1,702 32.1% 2,090 33.8% 1,730
----- ----- ----- -----
German total............... 3,635 63.1% 4,426 60.0% 4,954 61.9% 4,565
----- ----- ----- -----
AT DECEMBER 31,
---------------------------------
2000 1999
----------- --------------------
PERCENT OF PERCENT OF
TOTAL LOANS TOTAL LOANS
IN EACH IN EACH
CATEGORY TO CATEGORY TO
TOTAL LOANS AMOUNT TOTAL LOANS
----------- ------ -----------
(E IN MILLIONS, EXCEPT % DATA)
GERMAN:
Corporate:
Manufacturing industry..... 6.0% 840 5.9%
Construction............... 1.1% 389 1.2%
Wholesale and retail
trade.................... 3.9% 585 4.0%
Financial institutions
(excluding banks) and
insurance companies...... 2.2% 110 0.5%
Banks...................... 0.3% -- 1.3%
Service providers.......... 11.1% 887 12.6%
Other...................... 1.6% 130 2.4%
-----
Corporate total............ 26.2% 2,941 27.9%
Public authorities......... 0.3% 1 0.1%
Private individuals
(including self-employed
professionals)............. 34.4% 1,342 34.6%
-----
German total............... 60.9% 4,284 62.6%
-----
156
AT DECEMBER 31,
------------------------------------------------------------------------
2003 2002 2001 2000
-------------------- -------------------- -------------------- ------
PERCENT OF PERCENT OF PERCENT OF
TOTAL LOANS TOTAL LOANS TOTAL LOANS
IN EACH IN EACH IN EACH
CATEGORY TO CATEGORY TO CATEGORY TO
AMOUNT TOTAL LOANS AMOUNT TOTAL LOANS AMOUNT TOTAL LOANS AMOUNT
------ ----------- ------ ----------- ------ ----------- ------
(E IN MILLIONS, EXCEPT % DATA)
NON-GERMAN:
Corporate:
Manufacturing industry,
construction, wholesale
and retail trade and
service providers........ 492 12.5% 659 16.3% 1,201 20.4% 998
Financial institutions
(excluding banks) and
insurance companies...... 262 5.7% 33 4.7% 96 5.5% 109
Banks...................... 175 3.2% 244 2.5% 118 2.7% 92
Other...................... 157 5.0% 321 6.8% 247 2.1% 118
----- ----- ----- -----
Corporate total............ 1,086 26.4% 1,257 30.3% 1,662 30.7% 1,317
Public authorities......... 8 0.5% 14 1.5% 15 1.8% 14
Private individuals
(including self-employed
professionals)........... 143 10.0% 182 8.2% 211 5.6% 224
----- ----- ----- -----
Non-German total........... 1,237 36.9% 1,453 40.0% 1,888 38.1% 1,555
----- ----- ----- -----
Total specific loan loss
allowances................... 4,872 100.0% 5,879 100.0% 6,842 100.0% 6,120
Country risk allowances........ 259 340 443 480
General loss allowances........ 589 747 753 523
----- ----- ----- -----
Total loan loss allowances..... 5,720 6,966 8,038 7,123
===== ===== ===== =====
AT DECEMBER 31,
---------------------------------
2000 1999
----------- --------------------
PERCENT OF PERCENT OF
TOTAL LOANS TOTAL LOANS
IN EACH IN EACH
CATEGORY TO CATEGORY TO
TOTAL LOANS AMOUNT TOTAL LOANS
----------- ------ -----------
(E IN MILLIONS, EXCEPT % DATA)
NON-GERMAN:
Corporate:
Manufacturing industry,
construction, wholesale
and retail trade and
service providers........ 22.9% 1,183 20.9%
Financial institutions
(excluding banks) and
insurance companies...... 5.3% 107 4.3%
Banks...................... 3.3% 142 3.5%
Other...................... 1.8% 85 1.8%
-----
Corporate total............ 33.3% 1,517 30.5%
Public authorities......... 0.5% 30 1.6%
Private individuals
(including self-employed
professionals)........... 5.3% 231 5.3%
-----
Non-German total........... 39.1% 1,778 37.4%
-----
Total specific loan loss
allowances................... 100.0% 6,062 100.0%
Country risk allowances........ 659
General loss allowances........ 386
-----
Total loan loss allowances..... 7,107
=====
157
The following table sets forth the movements in the loan loss allowance
according to the industry sector and geographic category of the borrower. The
allocation between German and non-German components is based on the domicile of
the borrower.
YEAR ENDED DECEMBER 31,
--------------------------------------
2003 2002 2001 2000 1999
----- ------ ----- ----- -----
(E IN MILLIONS, EXCEPT % DATA)
TOTAL ALLOWANCES FOR LOAN LOSSES AT BEGINNING
OF THE YEAR.................................. 6,966 8,038 7,123 7,107 6,131
GROSS CHARGE-OFFS:
GERMAN:
Corporate:
Manufacturing industry.................... 146 314 66 211 71
Construction.............................. 72 138 16 53 33
Wholesale and retail trade................ 113 206 54 163 71
Financial institutions (excluding banks)
and insurance companies................. 28 74 17 19 4
Banks..................................... 7 11 -- -- --
Service providers......................... 234 327 103 131 82
Other..................................... 53 117 16 36 5
----- ------ ----- ----- -----
Corporate total........................... 653 1,187 272 613 266
Public authorities........................... -- -- -- 1 --
Private individuals (including self-employed
professionals)............................ 590 348 211 337 173
----- ------ ----- ----- -----
German total................................... 1,243 1,535 483 951 439
----- ------ ----- ----- -----
NON-GERMAN:
Corporate:
Manufacturing industry, construction,
wholesale and retail trade and service
providers............................... 232 270 516 594 93
Financial institutions (excluding banks)
and insurance companies................. 9 12 23 48 6
Banks..................................... 52 6 13 14 19
Other..................................... 391 28 2 72 1
----- ------ ----- ----- -----
Corporate total........................... 684 316 554 728 119
Public authorities........................... 1 -- -- -- --
Private individuals (including self-employed
professionals)............................ 43 38 49 32 9
----- ------ ----- ----- -----
Non-German total............................... 728 354 603 760 128
----- ------ ----- ----- -----
TOTAL GROSS CHARGE-OFFS........................ 1,971 1,889 1,086 1,711 567
----- ------ ----- ----- -----
158
YEAR ENDED DECEMBER 31,
--------------------------------------
2003 2002 2001 2000 1999
----- ------ ----- ----- -----
(E IN MILLIONS, EXCEPT % DATA)
RECOVERIES:
GERMAN:
Corporate:
Manufacturing industry.................... 1 -- 1 9 1
Construction.............................. -- -- -- -- 1
Wholesale and retail trade................ -- -- -- -- 1
Service providers......................... 4 -- -- -- 10
Other..................................... -- 1 -- -- --
----- ------ ----- ----- -----
Corporate total........................... 5 1 1 9 13
Private individual (including
self-employed professionals)............ 24 28 25 21 17
----- ------ ----- ----- -----
German total................................... 29 29 26 30 30
----- ------ ----- ----- -----
NON-GERMAN:
Corporate:
Manufacturing industry, construction,
wholesale and retail trade and service
providers............................... 24 57 3 1 1
Financial institutions (excluding banks)
and insurance companies................. -- 1 7 -- --
Banks..................................... -- -- 4 1 --
Other..................................... 20 32 2 1 --
----- ------ ----- ----- -----
Corporate total........................... 44 90 16 3 1
Public authorities........................ -- -- -- 1 --
Private individuals (including
self-employed professionals)............ -- 56 6 2 5
----- ------ ----- ----- -----
Non-German total............................... 44 146 22 6 6
----- ------ ----- ----- -----
TOTAL RECOVERIES............................... 73 175 48 36 36
----- ------ ----- ----- -----
NET CHARGE-OFFS................................ 1,898 1,714 1,038 1,675 531
----- ------ ----- ----- -----
Additions to allowances charged to
operations................................... 979 1,902 1,901 1,595 1,237
(Decreases)/Increases in allowances due to
(dispositions)/acquisitions of Allianz Group
companies and other increases/(decreases).... (55) (1,085) 12 41 158
Foreign exchange translation adjustments....... (272) (175) 40 55 112
----- ------ ----- ----- -----
Total allowances for loan losses at end of the
year......................................... 5,720 6,966 8,038 7,123 7,107
===== ====== ===== ===== =====
Ratio of net charge-offs during the year to
average loans outstanding during the year.... 1.22% 0.93% 0.46% 0.78% 0.27%
When we determine that a loan is uncollectible, the loan is charged off
against any existing specific loss allowance or directly recognized as expense
in the income statement. Subsequent recoveries, if any, are recognized in the
income statement as a credit to the net loan loss provisions. Since 2000, we
have charged off loans when, based on management's judgment, all economically
sensible means of recovery have been exhausted. Our determination considers
information such as the age of specific loss allowances and expected proceeds
from liquidation of collateral and other repayment sources. Prior to 2000, we
charged off loans only when all legal means of recovery had been exhausted, for
example only after completion of bankruptcy proceedings. The change in practice
has affected both the timing and amount of charge-offs in the years
159
2000-2003, as well as the level of our non-accrual loans in 2002 and 2003. See
"-- Risk Elements -- Non-performing Loans."
DEPOSITS
The following table sets forth the average balances and the average
interest rates on deposit categories in excess of ten percent of average total
deposits of our banking operations. The allocation between German and non-German
components is based on the location of the office that recorded the transaction.
YEAR ENDED DECEMBER 31,
---------------------------------------------------------
2003 2002 2001
----------------- ----------------- -----------------
AVERAGE AVERAGE AVERAGE AVERAGE AVERAGE AVERAGE
BALANCE RATE BALANCE RATE BALANCE RATE
------- ------- ------- ------- ------- -------
(E IN MILLIONS, EXCEPT % DATA)
IN GERMAN OFFICES:
Non-interest-bearing demand
deposits.......................... 26,796 16,603 14,364
Interest-bearing demand deposits..... 34,578 3.7% 45,697 2.6% 31,608 1.5%
Savings deposits..................... 4,720 2.7% 6,495 2.8% 10,352 3.4%
Time deposits........................ 104,360 2.1% 77,985 3.2% 116,239 4.0%
------- ------- -------
German total......................... 170,454 146,780 172,563
------- ------- -------
IN NON-GERMAN OFFICES:
Non-interest-bearing demand
deposits.......................... 5,355 2,443 6,098
Interest-bearing demand deposits..... 11,254 3.9% 16,327 2.3% 11,351 3.8%
Savings deposits..................... 751 2.5% 1,370 3.4% 1,073 3.9%
Time deposits........................ 38,103 3.0% 41,277 4.2% 57,432 5.3%
------- ------- -------
Non-German total....................... 55,463 61,417 75,954
------- ------- -------
Total deposits.................... 225,917 208,197 248,517
======= ======= =======
The aggregate amount of deposits by foreign depositors in our German
offices was E54,894 million, E51,688 million and E63,663 million at December 31,
2003, 2002 and 2001 respectively.
TIME DEPOSITS
The following table sets forth the balance of time certificates of deposit
and other time deposits in the amount of E100,000 or more issued by our German
offices by time remaining to maturity at December 31, 2003.
AT DECEMBER 31, 2003
--------------------
TIME DEPOSITS OF
E100,000 OR MORE
--------------------
(E IN MILLIONS)
Maturing in three months or less............................ 76,506
Maturing in over three months through six months............ 5,691
Maturing in over six months through twelve months........... 4,806
Maturing in over twelve months.............................. 9,686
------
Total....................................................... 96,689
======
The amount of time deposits of E100,000 or more issued by our non-German
offices was E9,460 million at December 31, 2003.
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SHORT-TERM BORROWINGS
Short-term borrowings are borrowings with an original maturity of one year
or less. Short-term borrowings are included within liabilities to customers,
liabilities to banks and certificated liabilities.
Securities sold under agreements to repurchase and negotiable certificates
of deposit are the only significant categories of short-term borrowings within
our banking operations.
The following table sets forth certain information relating to the
categories of our short-term borrowings.
YEAR ENDED DECEMBER 31,
-------------------------------
2003 2002 2001
-------- -------- ---------
(E IN MILLIONS, EXCEPT % DATA)
SECURITIES SOLD UNDER REPURCHASE AGREEMENTS:
Balance at the end of the year............................ 92,629 63,287 56,354
Monthly average balance outstanding during the year....... 76,565 67,168 76,875
Maximum balance outstanding at any period end during the
year.................................................... 92,629 91,929 102,587(1)
Weighted average interest rate during the year............ 3.1% 3.2% 4.3%
Weighted average interest rate on balance at the end of
the year................................................ 2.1% 2.6% 2.4%
NEGOTIABLE CERTIFICATES OF DEPOSIT:
Balance at the end of the year............................ 16,196 30,765 30,268
Monthly average balance outstanding during the year....... 17,351 31,632 28,718
Maximum balance outstanding at any period end during the
year.................................................... 25,384 35,467 30,518(2)
Weighted average interest rate during the year............ 2.4% 2.8% 5.0%
Weighted average interest rate on balance at the end of
the year................................................ 2.1% 2.6% 3.1%
---------------
(1) During the year ended December 31, 2001, the maximum balance outstanding at
any period-end during the year was derived from the maximum balance
outstanding at any month-end, based on the unconsolidated balances of
Dresdner Bank AG, its branch operations and significant subsidiaries, and
certain other banking subsidiaries of the Allianz Group.
(2) During the year ended December 31, 2001, the maximum balance outstanding at
any period-end during the year was derived from the maximum balance
outstanding at any quarter-end, based on the consolidated balances of our
banking operations.
LIQUIDITY AND CAPITAL RESOURCES
We operate as both a holding company for the Allianz Group's insurance,
banking and other subsidiaries and as a reinsurance company, primarily for other
Allianz Group companies. The liquidity and capital resource considerations for
us and for our domestic and non-domestic operating subsidiaries vary in light of
the business conducted by each, as well as the insurance and banking regulatory
requirements applicable to the Allianz Group in Germany and the other countries
in which it does business. At December 31, 2003, 2002 and 2001, Allianz Group
had E25,528 million, E21,008 million, and E21,240 million, respectively, of cash
and cash equivalents. See Note 10 to our consolidated financial statements. We
believe that our working capital is sufficient for our present requirements.
Our principal sources of funds are premiums, customer deposits, investment
income, funds that may be raised from time to time from the issuance of debt or
equity securities and bank or other borrowings, as well as cash dividends and
reinsurance premiums received from our subsidiaries. For further information
regarding the uses and sources of liquidity, capital requirements, and other
related matters, see "-- Consolidated Cash Flows." See also "-- Selected
Statistical Information Relating to Our Banking Operations" and "Quantitative
and Qualitative Disclosures about Market Risk."
The majority of Allianz AG's external debt financing at December 31, 2003
was in the form of debentures and money market securities. Our total
certificated liabilities outstanding at December 2003, 2002
161
and 2001 were E63,338 million, E78,750 million and E134,670 million,
respectively. Of the certificated liabilities outstanding at December 31, 2003,
E31,501 million were due within one year. For further information regarding
outstanding certificated liabilities, see Note 19 to our consolidated financial
statements. Proceeds to Allianz Finance B.V. and Allianz Finance II B.V. from
the issuance of debt for the years ended December 31, 2003, 2002 and 2001 were
none in 2003 versus approximately E5,400 million and E3,054 million in 2002 and
2001, respectively.
Allianz AG paid dividends of E551 million, E374 million and E364 million on
our shares in 2004, 2003 and 2002 with respect to the fiscal years 2003, 2002
and 2001, respectively. See "Key Information -- Dividends."
Certain of the companies within the Allianz Group are subject to legal
restrictions on the amount of dividends they can pay to their shareholders. In
addition to the restrictions in respect of minimum capital and solvency
requirements that are imposed by insurance and other regulators in the countries
in which these companies operate, other limitations exist in certain countries.
For example, the operations of our insurance company subsidiaries located in the
United States are subject to limitations on the payment of dividends to their
parent company under applicable state insurance laws. Dividends paid in excess
of these limitations generally require prior approval of the insurance
commissioner of the state of domicile. See "-- Regulation and Supervision."
CONSOLIDATED CASH FLOWS
The liquidity requirements of our insurance operations are met both on a
short- and long-term basis by funds provided by insurance premiums collected,
investment income and collected reinsurance receivables, and from the sale and
maturity of investments. We also have access to commercial paper, medium-term
notes and other credit facilities as additional sources of liquidity. The major
uses of these funds are to pay property-casualty claims and related claims
expenses, provide life policy benefits, pay surrenders, cancellations and profit
sharing for life policyholders and pay other operating costs. We generate a
substantial cash flow from insurance operations as a result of most premiums
being received in advance of the time when claim payments or policy benefits are
required. These positive operating cash flows, along with that portion of the
investment portfolio that is held in cash and liquid securities, have
historically met the liquidity requirements of our insurance operations.
In the insurance industry, liquidity generally refers to the ability of an
enterprise to generate adequate amounts of cash from its normal operations,
including its investment portfolio, in order to meet its financial commitments,
which are principally obligations under its insurance or reinsurance contracts.
The liquidity of our property-casualty insurance operations is affected by the
frequency and severity of losses under its policies, as well as by the
persistency of its products. Future catastrophic events, the timing and effect
of which are inherently unpredictable, may also create increased liquidity
requirements for our property-casualty operations. The liquidity needs of our
life operations are generally affected by trends in actual mortality experience
relative to the assumptions with respect thereto included in the pricing of its
life insurance policies, by the extent to which minimum returns or crediting
rates are provided in connection with its life insurance products, as well as by
the level of surrenders and withdrawals.
With regard to our banking operations, our primary sources of liquidity are
customer deposits and interest income from our lending transactions and our
investment portfolio, while our major uses of funds are for the issuance of new
loans and advances to banks and customers, and the payment of interest on
deposits, certificated liabilities and subordinated liabilities and other
operating costs. Other sources of liquidity include our ability to borrow on the
interbank market and convert securities in our investment and trading portfolios
into cash.
Our uses of funds, in addition to the dividends paid to shareholders of
Allianz AG include underwriting expenditures (reinsurance premiums, benefits,
surrenders, claims -- including claims handling expenses -- and profit sharing
by life policyholders), acquisitions, and employee and other operating expenses,
as well as interest expense on outstanding borrowings. Our life and health
insurance products include mandatory profit-
162
sharing features, whereby we return a specified portion of statutory profits to
policyholders annually, generally in the form of premium subsidies or rebates.
See "-- Life/Health Operations by Geographic Region -- Germany -- Life
Insurance" and "-- Life/Health Operations by Geographic Region -- Germany --
Health Insurance."
Recent significant acquisitions have included the purchases of PIMCO in May
2000, Nicholas-Applegate in January 2001 and Dresdner Bank in July 2001.
Pursuant to the restructuring of our ownership interest in PIMCO, beginning with
the quarter ended March 31, 2003, neither we nor PIMCO's former parent company
could put or call the entire ownership interest of PIMCO's former parent company
in PIMCO with effect prior to October 2004, although either party could put or
call up to $250 million of such ownership interest in any calendar quarter. In
2003, the former parent company of PIMCO exercised its right to put a total of
$1 billion of such ownership interest to Allianz, i.e. $250 million in each
quarter of 2003. Payment for the put of such interests during the first three
quarters of 2003, which totaled $750 million, had been made as of December 31,
2003. The put for such interests during the fourth quarter of 2003, which
amounted to $250 million, had been made as of January 12, 2004. In addition, on
March 31, 2004, Allianz exercised its right to call $250 million of the
remaining ownership interest that is held by the former parent company of PIMCO
to Allianz, with payment therefore made in April 2004. For additional
information, see Notes 3 and 46 to our consolidated financial statements.
Our capital requirements are primarily dependent on our business plans
regarding the levels and timing of capital expenditures and investments.
YEAR ENDED DECEMBER 31, 2003 COMPARED TO YEAR ENDED DECEMBER 31, 2002
Cash Flows From Operating Activities. Net cash provided by operating
activities was E5,152 million in 2003, compared to net cash used in operating
activities of E741 million in 2002. The increase in net cash provided by
operating activities reflected primarily a significant increase in the net
income for the year and a reduction of the use of cash resulting from the change
in other insurance reserves. Net income increased to E1,890 million from a loss
of E1,496 million in 2002, cash used to increase other insurance reserves was
reduced to E510 million from E4,681 million. Cash provided by the change in
trading securities (including trading liabilities) decreased to E8,909 million
provided in 2003 from E14,064 million in 2002, a net change of E5,155 million,
due primarily to an increase in investments held in the Dresdner Bank trading
portfolio and an increase in trading liabilities, which reflected primarily
obligations to deliver securities. An increase in the cash used to provide loans
and advances to banks and customers (E47,109 million in 2003 compared to E5,846
million in 2002) primarily resulting from a significant increase in the volume
of reverse repos, was offset by a swing from net cash used by the change in
liabilities to banks and customers in 2002 of E8,215 million to net cash
provided in 2003 of E48,648 million, primarily resulting from an increase in
other term liabilities. The negative cash flow from other receivables and
liabilities increased to E4,250 million in 2003 from E1,370 million in 2002. The
negative cash flow from certificated liabilities increased to E14,387 million in
2003 from E1,727 million in 2002, due to the repayment of debentures and money
market liabilities.
Cash Flows From Investing Activities. Net cash used in investing
activities decreased to E2,810 million in 2003 from E13,779 million in 2002.
This change primarily reflected a significant reduction in the cash used in the
change in cash and cash equivalent from the acquisition of consolidated and
affiliated companies as a result of the disposal of participations in affiliated
companies. The increase in 2003 also reflected an increase to E4,238 million
from E1,681 million of cash provided by other investments.
Cash Flows From Financing Activities. Net cash provided by financing
activities was E2,298 million in 2003, compared to net cash provided by
financing activities of E14,397 million in 2003. This decrease was attributable
primarily to the increase in the amount of cash used as well as a decrease of
the amount of cash provided by changes in the investments for policies held on
account and at risk of policyholders and SFAS 97 policies. In addition cash was
used to redeem participation certificates and subordinated liabilities rather
then the issuance of those instruments providing cash. This development was
offset in part by the cash provided through the capital increase from April
2003.
163
YEAR ENDED DECEMBER 31, 2002 COMPARED TO YEAR ENDED DECEMBER 31, 2001
Cash Flows From Operating Activities. Net cash used in operating
activities was E741 million in 2002, compared to net cash used in operating
activities of E834 million in 2001. The decrease in net cash used reflected
primarily a significant increase in cash provided by trading securities
(including trading liabilities), offset in part by increases in cash used in
other operating activities. Cash provided by trading securities (including
trading liabilities) increased to E14,064 million provided in 2002 from E12,544
million used in 2001, a net change of E26,608 million, due primarily to
reductions in investments held in the Dresdner Bank trading portfolio and an
increase in trading liabilities, which reflected primarily obligations to
deliver securities and net declines in the market values of derivative
transactions. The reductions in the Dresdner Bank trading portfolio reflected a
decline in the carrying value of equity securities. The increase in cash
provided by trading securities was offset in part by a decrease in cash provided
by loans and advances to banks and customers to E5,846 million used in 2002 from
E3,442 million provided in 2001, resulting primarily from a significant increase
in short term loans. Cash flow from other receivables and liabilities also
decreased to E1,370 million used in 2002 from E3,871 million provided in 2001.
Cash flow from certificated liabilities decreased to E1,727 million used in 2002
from E3,130 million provided in 2001, due to repayment of money market
liabilities. Cash flow from liabilities to banks and customers decreased to
E8,215 million used in 2002 from E5,456 million used in 2001. In addition, we
recorded a net loss in 2002 of E1,496 million, a net change of E3,081 million
from 2001, when we recorded net income of E1,585 million.
Cash Flows From Investing Activities. Net cash used in investing
activities was E13,779 million in 2002, compared to net cash provided by
investing activities of E11,395 million in 2001. The significant decrease in net
cash from investing activities was due primarily to the decrease in cash and
cash equivalents resulting from the increase in investments in Bayerische
Versicherungsbank AG and Frankfurter Versicherungs -- AG and the deconsolidation
of the cash balances of Deutsche Hyp in 2002. The aggregate impact of these
transactions was E10,787 million. The decrease in 2002 also reflected the high
levels of net cash provided by investing activities in 2001, which resulted from
a significant increase in cash and cash equivalents due to the first-time
consolidation of the cash balances of Dresdner Bank in July 2001. The remaining
decrease in investing cash flows in 2002 was due to net purchases of
investments, excluding the effects of the above transactions.
Cash Flows From Financing Activities. Net cash provided by financing
activities was E14,397 million in 2002, compared to net cash provided by
financing activities of E6,452 million in 2001. The increase was attributable
primarily to an increase in cash provided by subordinated liabilities,
reflecting E3,445 million in subordinated debt issued in 2002. Cash provided by
aggregate policy reserves also increased to E10,808 million provided in 2002
from E8,089 million provided in 2001, reflecting the increased net inflow of
funds related to variable annuities and unit-linked life insurance policies in
line with the overall increase in our life insurance business in 2002. These
increases were offset in part by a decrease in cash flow attributable to
redemption of participation certificates.
REGULATION AND SUPERVISION
GENERAL
Our insurance, banking and asset management businesses are subject to
detailed, comprehensive regulation and supervision in all countries in which we
do business. In addition, certain EU regulations and directives implemented
through local legislation in EU member states, have had and will continue to
have a significant impact on the regulation of the insurance, banking and asset
management industries in EU member states, including those in which many of our
most important operations are located, such as Germany, France, Italy and the
United Kingdom. The following discussion addresses significant aspects of the
regulatory schemes to which our businesses are subject. For accounting
regulations see "Notes to the consolidated Financial Statements (1) and (2)" and
for regulation as to dividend policies see "Financial Information -- Dividend
Policy."
164
ALLIANZ AG
Allianz AG operates as a reinsurer and holding company for our insurance,
banking and asset management operating entities. As such, Allianz AG is
supervised and regulated by the German Federal Financial Supervisory Authority
(the Bundesanstalt fur Finanzdienstleistungsaufsicht, or BaFin), a federal
institution governed by public law. The BaFin monitors and enforces regulatory
standards for banks, financial services institutions and insurance companies by
supervising their activities in the financial markets, including securities
supervision and specific aspects of consumer protection. The BaFin will in the
future also be responsible for supervision of the Allianz Group as financial
conglomerate.
Under the current German Insurance Supervision Act
(Versicherungsaufsichtsgesetz) Allianz AG is not required to be licensed as a
reinsurance company in Germany. Currently, a new legislative reform is being
discussed which will introduce a license requirement, solvency standards and
capital requirements for reinsurers. Already under the current regime, the BaFin
is entitled to monitor whether the management of a reinsurance company is of
good repute and meets certain standards of professional competence as well as
whether the holders of qualified participating interests in the reinsurance
company are of good repute. The BaFin has the power to give orders to request
information and is explicitly entitled to take administrative action to ensure
that a reinsurance company operates in compliance with applicable laws and that
it is able to meet its reinsurance liabilities. Allianz AG is required to submit
several annual and interim reports, including certain accounting documents, to
the BaFin. The BaFin also reviews transactions between Allianz AG and its
subsidiaries, including reinsurance relationships and cost sharing agreements.
Beginning January 1, 2005, additional restrictions will apply to investments
held to cover reinsurance reserves. Reinsurance activities continue to be
regulated indirectly through the supervision of reinsurance programs submitted
by direct insurers.
GROUP REGULATIONS
Under German law based on an EU directive on supplementary supervision of
insurance undertakings in an insurance group, insurance companies that are
members of an insurance group as defined by law are subject to additional
regulatory requirements. The additional regulation includes the following three
components: (i) the supervision of intra-group transactions, (ii) the monitoring
of the adjusted solvency, i.e. on a consolidated basis, and (iii) the
establishment of appropriate internal controls for providing the BaFin with
information as part of its monitoring of the first two components. The most
important intra-group transactions must be reported to the BaFin annually;
intra-group transactions endangering the solvency of an insurance company
subject to supervision must be reported immediately. The law requires that the
insurance group calculate the capital needed to meet the respective solvency
requirements for the insurance group on a consolidated basis. IFRS accounting
may be used as a basis for the calculation. Similar group solvency requirements
are required to be fulfilled by the local parent companies of insurance
subsidiary groups in the different EU jurisdictions.
Regarding the banking sector, the credit institutions directive of 2000,
consolidating certain older directives, and the capital adequacy directive of
1993 also provide for capital requirements on a consolidated basis. They define,
among other things, the capital requirements needed to ensure sufficient capital
to cover, also on a consolidated basis, the bank's market and credit risks
associated with banking and trading book activities. The directives have been
implemented into German law. With respect to the Allianz Group, Dresdner Bank is
responsible for the capital requirements of the companies within our banking
sector.
German law also provides for similar requirements for the asset management
sector. The responsibility for this consolidation for the Allianz Dresdner Asset
Management companies which are comprised of Allianz Dresdner Asset Management AG
and its subsidiaries, lies with Allianz Dresdner Asset Management International
GmbH, a German based financial services institution.
165
FINANCIAL CONGLOMERATES
In December 2002, the EU adopted a directive that provides for assessment
of the capital requirements of a financial conglomerate on the group level,
supervision of risk concentration and intra-group transactions and prevention of
double-leveraging of the capital of the holding or parent company, i.e. once in
the holding or parent company and a second time in the subsidiary ("double
gearing"). The Allianz Group is a financial conglomerate within the scope of
this directive. The EU member states are required to transpose this directive
into national law for the fiscal year beginning on or after January 1, 2005. It
is expected that the German legislator adopts the respective amendments to the
German Insurance Supervision Act in 2004 to implement the directive.
In the United States, the Gramm-Leach-Bliley Financial Modernization Act of
1999 substantially eliminates barriers separating the banking, insurance and
securities industries in the United States. The act allows the formation of
diversified financial services firms that can provide a broad array of financial
products and services to their customers. In addition, the act permits insurers
and other financial services companies to acquire banks.
INSURANCE
EUROPEAN UNION
Under the Treaty of Rome of 1957, Germany and the other EU member states
are required to implement EU legislation into domestic law and to take EU
legislation into account in applying domestic law. EU legislation can take
several forms. If legislation takes the form of a EU regulation, the regulation
is directly applicable as binding law in all member states. If legislation takes
the form of a EU directive, the directive creates an obligation for the member
states to implement and transpose the directive into their national legal
systems. In addition, certain directives include "self-executing" features that
are directly binding on member states, although the directives still require
formal transposition into national legislation.
Since 1973, the EU has adopted a series of insurance directives on life
insurance and direct insurance other than life insurance. These directives have
been implemented in Germany, France, Italy, the United Kingdom, Austria and the
other EU jurisdictions through national legislation and have resulted in
significant deregulation of the EU insurance markets. The directives are based
on the general principles of freedom of branch operations, freedom of provision
of services and home country control. Under the directives, the regulation of
insurance companies, including insurance operations outside their respective
home countries (whether direct or through branches), is the responsibility of
the home country insurance regulatory authority. In particular, the home country
insurance regulatory authority is responsible for monitoring compliance with
applicable regulations, the solvency and actuarial reserves of insurers and the
assets supporting those reserves.
As a result of the home country control principle, the EU insurance
directives generally permit an insurance company licensed in any jurisdiction of
the EU to conduct insurance activities, directly or through branches, in all
other jurisdictions of the EU, without being subject to additional licensing
requirements. Under the EU insurance directives, there is no authorization
procedure to regulate insurance terms and conditions or tariffs. Insurers are
required to submit reports to the regulatory authorities in jurisdictions
outside their home country regarding the management, qualifying shareholders,
and other matters such as general and specific policy terms and conditions,
premiums and technical reserves.
Insurance selling activities are generally regulated by the regulatory
authorities in the country in which the sale of the insurance product takes
place. On January 15, 2003, a new EU directive on insurance mediation became
effective. Under this directive, insurance and reinsurance intermediaries are
required to register in their home member state and to possess appropriate
knowledge and ability, as determined by their home member state. Member states
are required to implement this directive effective January 15, 2005. The impact
of the new directive on Allianz Group companies in EU member states depends on
how the directive will be implemented by the member states. Consequently, we
cannot assess the potential impact of the directive.
166
The EU insurance directives generally prohibit an insurance company from
conducting both non-life and life insurance activities. However, life insurance
companies that conducted non-life insurance activities in EU member states prior
to March 15, 1979, including some of our subsidiaries, may continue to conduct
these activities without restriction. In addition, member states may permit life
insurance companies to write personal accident and health insurance policies, or
insurance companies authorized to write personal accident and health insurance
policies to write life insurance policies.
GERMANY
GENERAL
German insurance companies, including the companies in our German
Property-Casualty Group, our credit insurance companies, our life insurance
companies and our health insurance companies, are subject to a comprehensive
system of regulation under the German Insurance Supervision Act. The BaFin
monitors and enforces compliance with German insurance laws, applicable
accounting standards, technical administrative regulations, and investment and
solvency provisions. Any change in the articles of association (except changes
regarding capital increases) and all material changes in the business plan of a
German insurance company must be approved, and the books and records of German
insurance companies are subject to examination at any time, by the BaFin.
Under the Insurance Supervision Act, German insurance companies are subject
to detailed requirements with respect to the administration of their assets and
liabilities. In general, the actuarial and claims reserves of each insurer must
be adequate to allow the insurer to fulfill its contractual commitments to pay
upon receipt of claims. Toward this end, insurers must maintain a solvency
margin (own funds) equal to the minimum solvency margin. One third of the
minimum solvency margin constitutes the guarantee fund. If the solvency margin
falls below the minimum solvency margin, the BaFin may request that the company
submits a plan for restoring its sound financial position; under exceptional
circumstances, the BaFin may restrict or prohibit the free disposal of the
assets. If the solvency margin of an insurance company falls below the guarantee
fund, at the request of the BaFin, the insurance company must submit a plan
detailing how the company will promptly obtain the necessary solvency margin; in
this case, the BaFin may with no further requirements limit or prohibit the
disposal of the insurer's assets. German property-casualty insurance companies
are also required to establish claims equalization reserves according to
established actuarial rules. These claims equalization reserves are intended to
level out fluctuating claims requirements over the course of time. German
regulation law requires that insurers maintain assets equal to the sum of
technical reserves, regarding life insurers including mathematical provisions,
and of liabilities and deferrals under insurance contracts (gebundenes Vermogen)
and that they invest these assets in accordance with certain standards. German
law limits the proportion of the assets which German insurers may invest in
certain categories of investments and imposes restrictions with respect to
particular investments. A regulation issued by the German Federal Government
provides for detailed investment rules.
New insurance products and policies may be offered in Germany without prior
approval of the BaFin. Insurers must file a description of new products and
policies, and the BaFin may require the modification of terms and conditions or
the withdrawal from the market or modification of any contract that does not
comply with applicable laws and regulations. In addition, the terms of all
health insurance policies are subject to particular consumer protection and
other legislation.
LIFE INSURANCE
Under German law, German life insurance companies are required, after
receiving the authorization to conduct a life insurance business, to notify the
BaFin of the principles they use to set premium rates and establish actuarial
provisions, and of any intention to alter or amend these principles. German life
insurance companies are also required to appoint a chief actuary responsible for
reviewing and ensuring the appropriateness of actuarial calculation methods.
Prior to the appointment, the insurer must provide the BaFin with the name of
the actuary. Before and after the appointment, the BaFin is entitled to request
that the insurer appoint another actuary if the BaFin has doubts as to the
professional qualifications of the appointed
167
actuary. In case the second appointee does not meet the professional
requirements, or the insurer does not appoint another actuary, the BaFin itself
may appoint an appropriate actuary.
Additional restrictions apply to the investment of German life insurance
company assets. The BaFin closely monitors the calculation of actuarial reserves
and the allocation of assets covering actuarial reserves. Assets covering
actuarial reserves are also monitored by an independent trustee. The rules
governing the appointment of the trustee are similar to those governing the
appointment of the actuary. The BaFin may issue supplemental instructions to an
insurer if deemed necessary to safeguard the interests of policyholders.
Amounts payable to policyholders at the maturity of endowment policies
underwritten by German life insurance companies include a "guaranteed benefit"
an amount that, in practice, is equal to a legally mandated maximum rate of
return on actuarial reserves. This rate is currently 2.75% per year for policies
issued on or after January 1, 2004. For policies issued on or after July 1,
2000, the maximum rate of return is 3.25% per annum and for policies issued
through June 30, 2000 this rate is 4,0%. For policies issued prior to 1995, the
maximum rate is 3.5% or 3.0%, depending on the generation of tariff. On policies
written through 1994, German life insurance companies are obliged by regulations
to allocate for the benefit of policyholders at least 90% of their annual
surplus. In 1994 and 1996, the laws and the regulations, respectively, were
modified, and on policies written since June 30, 1994 and thereafter, German
life insurance companies are obliged by the modified regulations to allocate for
the benefit of policyholders at least 90% of their net interest yield on assets
corresponding to technical reserves. In addition, holders of policies written
after June 30, 1994 are entitled to participate in "appropriate amounts" of
profit from sources other than assets, mainly from earnings related to risk
management and cost management. The amount required to be allocated to
policyholders may be used to directly increase a policyholders profit
participation or to contribute to the policyholder's profit reserve. In general,
the amount contributed to the policyholders profit reserve may be used only for
the policyholders profit participation. In the event of an overall loss and to
avoid an emergency situation, the insurer may use parts of the policyholder
profit reserve to cover the loss with the approval of the BaFin if doing so is
in the interest of the policyholders. The profit reserve is accordingly included
in the calculation of the life insurer's solvency margin. The respective
determinations and calculations are based on German statutory accounting
principles. These statutory accounting principles were amended on March 26,
2002, with respect to impairment charges for equity, investment funds and other
fixed-interest rate and non-fixed-interest rate securities. This amendment has a
stabilizing effect on statutory profits and profit participation.
In December 2002, Protektor Lebensversicherungs-AG (Protektor) was founded.
Protektor is a life insurance company whose role is to protect policyholders of
all German life insurers. Protektor intervenes in cases where other attempts to
prevent insolvency of a German life insurer have failed. In such cases,
Protektor takes over the contract portfolios of the respective company, managing
and consolidating them with the goal of subsequently selling these portfolios.
All German life insurance companies are obliged to be shareholders of Protektor
and thus to finance its capital. This obligation is limited to one percent of
the shareholders own capital investments as of December 31, 2001. In addition,
no shareholder of Protektor may hold more than 10 percent of the capital of
Protektor. Therefore, the obligation to finance Protektor is limited for each
shareholder to a maximum of ten percent of E5,230 million. The latter amount
will be subject to review in 2007. Therefore, Allianz Lebensversicherungs-AG's
maximum obligation to Protektor is E523 million in the aggregate. During 2003,
Protektor intervened in one case in which Allianz Lebensversicherungs-AG was
required to contribute E24 million. Consequently, Allianz Lebensversicherungs-
AG's outstanding commitment to Protektor was E499 million at December 31, 2003.
Currently, a reform of the German Insurance Supervision Act is under discussion
to implement a mandatory life insurance guarantee scheme (Sicherungsfonds). The
outcome of this legislative initiative and its impact on Protektor is currently
unclear.
The Retirement Savings Act (Altersvermogensgesetz), which is intended to
reform the pension system in Germany, took effect on January 1, 2002. This act
provides for state subsidies, in the form of either direct subsidies or, under
certain circumstances, tax benefits. The prerequisite for state subsidies is
that the underlying products contain certain characteristics entitled to
certification by the BaFin. The main characteristic is that at least the amount
that has been paid in premiums is available at maturity and that life-
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long benefit payments be guaranteed. Administration costs of the certified
products may be high due to the complex state subsidy process. The Retirement
Savings Act also intends to foster company old-age provision. As of January 1,
2002, employees are entitled by law to request that parts of their compensation
be converted into company old-age provision. In addition to the already existing
pension schemes, (Pensionskassen) the new law and the regulations promulgated
there under permit the establishment of pension schemes for employees within
separate legal entities (Pensionsfonds), as new means of company old-age
provision, which are treated as life insurers under the German Insurance
Supervisory Act. Both Pensionskassen and Pensionsfonds are supervised by the
BaFin.
HEALTH INSURANCE
We offer "substitutive" health insurance products in Germany designed to
partially or totally replace statutory public health insurance coverage. We also
offer products intended to supplement both the statutory and substitutive
schemes. These products are subject to detailed regulations designed to protect
policyholders.
In general, the core products of German health insurance companies,
including comprehensive health insurance, daily sickness and hospital daily
allowance insurance, are regulated by the BaFin. German law also requires that
private health insurance companies offer certain kinds of health insurance,
including private compulsory long-term care insurance, to policyholders with
substitutive health insurance.
German health insurance companies are required to appoint and register a
chief actuary and an independent trustee with the BaFin. Premiums are calculated
in accordance with established actuarial and legal principles and are required
to provide an adequate reserve for the increased likelihood of poor health in
old age. Health insurance policies may provide for premium increases to cover
inflation and the increased costs of medical treatment and other developments.
However, any such adjustments must be approved by an independent trustee. For
German private health insurance companies apply the same restrictions on the
allocation of assets as described above for German life insurers.
Since the beginning of 2000, Allianz Private Health has also been required
by law to allocate to its policyholders 90% of interest surplus, which is a
component of statutory profits. Like endowment and other life insurance
products, health insurance products include mandatory profit-sharing features,
whereby Allianz Private Health, like any other German private health insurer,
returns 80% of the statutory profit on its health business, after the payment of
claims and claims costs, the establishment of reserves, payment of taxes and
other expenses, to policyholders annually, generally in the form of premium
subsidies or rebates. These serve to limit premium increases for policyholders
in higher age brackets or to refund parts of the premiums to customers who did
not request claims compensation in the previous year. As with the Group's
endowment policies in Germany, the actual level of profit sharing the Group
provides its policyholders is, for competitive reasons, in excess of the
statutory minimum and has been between 85% and 90% of statutory profits in
recent years.
In January 2003, the specific income threshold for German statutory health
insurance coverage was raised by the German legislator in order to stabilize and
maintain the statutory health-care system. As a consequence, the number of
individuals who are able to choose protection under the private healthcare
system decreased, but the law also created new business opportunities for
supplementary insurance for individuals insured under statutory health insurance
plans. Further changes to the German healthcare system were implemented which
reduced the benefits of the statutory scheme, in particular with a view to
reducing its costs. Providers of the statutory scheme are allowed to offer
additional health care programs and to co-operate with private health insurance
companies what means that changes in the sales system of private health
insurance companies may occur.
Since the financing of the statutory health insurance system is not yet
stabilized and the health insurance business is confronted with an aging
society, changes to the overall health care system are further under discussion.
To protect health insurance policyholders, the private health insurance
sector founded in July 2003 "Medicator AG" (Medicator). Medicator is a company
whose role is to intervene in cases where other
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attempts to protect insolvency of a German health insurer have failed. Medicator
has not yet been active and the German private health insurance companies have
not yet assigned special obligations with respect to Medicator. Besides this, a
reform of the German Insurance Supervision Act is under discussion to implement
a mandatory health insurance guarantee scheme (Sicherungsfonds).
FRANCE
On August 1, 2003 the so called "law on financial security" was
implemented. Based on this law, the activities of French insurance companies,
including AGF, which are governed by the French Insurance Code are supervised by
the Commission de Controle des Assurances, des Mutuelles et des Institutions de
Prevoyance (CCAMIP). The CCAMIP is an independent administrative authority that
supervises the financial position and solvency of French insurance companies and
their compliance with applicable insurance regulations, including statutory
accounting principles and financial and technical management regulations.
Insurers are required to make periodic filings of financial, accounting and
statistical statements with the CCAMIP. Any change in the articles of
association of French insurance companies must also be approved by the Insurance
Commission CCAMIP. The CCAMIP may examine the accounts of French insurance
companies at any time. French insurance companies may not engage on an ongoing
basis in any commercial activity other than that of providing insurance coverage
and directly related activities.
French insurance companies are subject to a number of requirements with
respect to the administration of their assets and liabilities. With respect to
liabilities, actuarial and claims reserves must be adequate to allow the insurer
to fulfill contractual commitments to pay claims upon receipt. French law also
prescribes compliance with a minimum solvency margin and requires insurance
companies to make contributions to certain state-administered guarantee funds.
French insurance companies may invest assets that support actuarial and claims
reserves generally only in debt securities, equity securities and shares of
mutual funds, real estate, mortgage loans, certain government-guaranteed loans
and certain other loans and deposits. French law limits the proportion of assets
that French insurers may invest in certain categories of investments and imposes
restrictions with respect to particular investments.
French life insurers are obligated by law to allocate for the benefit of
policyholders (other than holders of contracts supported by separate accounts
and term policies) at least 85% of annual investment results on assets
attributable to such policyholders, plus at least 90% of other profits. Amounts
allocated must be credited to policyholders within eight years but otherwise can
be credited at the insurer's discretion. The allocation generally takes the form
of an increase in guaranteed benefits but may also take the form of a reduction
of future premiums.
New insurance products and policies may be offered in France by either a
French or foreign insurer without obtaining prior approval. However, the
Ministry of the Economy may require submission of contracts or advertising
materials relating to the insurance business. The Ministry of the Economy may
also require the withdrawal from the market or the modification of any contract
or advertising material which, in its judgment, does not comply with applicable
laws and regulations.
ITALY
Italian insurance companies including our major subsidiaries RAS and Lloyd
Adriatico are subject to a comprehensive regulatory scheme contained in the
Supervision of Insurance Act and supplemented by numerous other regulations and
ordinances. These laws and regulations regulate access to insurance activities,
require the maintenance of certain solvency margins, in part through a guarantee
fund, determine the form of financial statements for insurance concerns and
regulate the activities of insurance intermediaries.
The activities of Italian insurance companies, insurance agents and brokers
are regulated by the Institute for the Supervision of Private and Public
Interest Insurance, known by its Italian acronym ISVAP. ISVAP grants
authorization to companies to conduct insurance activities. ISVAP is also
responsible for the supervision of the financial management of Italian insurance
companies. In addition, ISVAP has the authority to propose disciplinary
measures, including the revocation of authorizations, which may ultimately be
taken by the Ministry of Industry. ISVAP has the power to request information
from insurance companies, conduct
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audits of their activities and question their legal representatives, managing
directors and statutory auditors and convene shareholders, directors and
statutory auditors meetings in order to propose measures necessary to conform
the management of insurance companies to legal requirements. Insurance companies
having their registered offices in Italy must receive prior authorization by
ISVAP in order to operate life or non-life insurance activities.
All Italian insurance companies are required to maintain adequate technical
reserves in respect of each insurance contract. ISVAP establishes the maximum
interest rate Italian insurance companies may guarantee to the policyholders,
for the calculation of required life reserves. Italian law also establishes
maximum limits on the amount of reserves that may be invested in any particular
category of investments. ISVAP may establish stricter limits under some
circumstances. In addition, ISVAP may prohibit companies that do not comply with
reserve requirements from disposing of their assets located in Italy and from
accepting new business.
Italian insurance companies are required to observe a minimum solvency
margin calculated in accordance with a formula that varies depending on the
types of insurance that they underwrite. In cases where the solvency margin is
less than the guarantee fund, ISVAP may require a company to prepare and
implement a short-term financing plan in order to bring it into compliance with
the applicable requirements, or may prohibit a company from disposing of its
assets.
SWITZERLAND
Swiss insurance companies including our Swiss subsidiaries must be licensed
by the Swiss Federal Department of Justice and Police and are subject to the
supervision of the Swiss Federal Office of Private Insurance. A separate
authorization is required for each separate line of insurance business conducted
in Switzerland. Although Switzerland is not a member state of the EU and is not
subject to the EU insurance directives, Swiss insurance regulation is generally
consistent with regulation in the EU.
The Federal Office of Private Insurance monitors the compliance of Swiss
insurance companies with requirements relating to solvency, minimum capital,
reserve building and assets and may conduct audits at any time. The Federal
Office of Private Insurance also fixes the interest rate for calculation of
required life insurance company reserves. Swiss life and health insurance
companies are required to file tariffs and contract conditions with the Federal
Office of Private Insurance.
UNITED KINGDOM
Insurance companies in the United Kingdom are regulated under the Financial
Services and Markets Act 2000 (or FSMA). The FSMA provides the framework for the
regulation of all business activities within the financial services sector in
the United Kingdom, including life insurance and general insurance companies
such as our subsidiary Allianz Cornhill. The FSMA provides that no firm may
carry on a regulated activity in the United Kingdom in the insurance,
securities, banking or pension sectors, unless it has been authorized to do so
under the FSMA or exempted from it. The Financial Services Authority (or FSA)
has been created as a single regulator for the insurance, securities, banking
and pension sectors in the United Kingdom. The FSA enforces detailed
requirements that firms have to meet in order to receive authorization,
including requirements relating to minimum capital, internal governance systems
and risk control, and the suitability of management and controlling
shareholders. A self-regulatory body known as the General Insurance Standards
Council (or GISC) has also been established to ensure compliance by general
insurance companies with applicable codes of business conduct. The Treasury has
announced that the FSA will assume statutory responsibility for the conduct of
the sale of general insurance by intermediaries and insurance companies from
January 15, 2005. Accordingly, self regulation by the GISC will cease at that
time. The FSA also establishes the conditions on which the home country
principle is implemented with respect to insurance, securities and banking,
granting a European financial services "passport."
All insurance companies in the United Kingdom must submit to the FSA annual
and, in some cases, quarterly returns together with audited accounts. These
returns must include a certificate as to whether domestic assets are sufficient
to cover domestic liabilities, and are subject to examination by the FSA. An
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annual assessment for the protection of UK policyholders is imposed on all
insurance companies underwriting life and general business.
Policyholder protection exists through two bodies, the Financial Services
Compensation Scheme (or FSCS) and the Motor Insurance Bureau (or MIB). The FSCS
provides policyholders with a level of protection against insurance company
insolvency. The protection covers all types of property and casualty insurance.
The MIB provides coverage for victims of automobile accidents where there is no
(or inadequate) insurance coverage. FSCS and MIB are funded by means of levies
on insurance companies.
Insurance companies in the United Kingdom may only market products in
conformity with classes authorized by the FSA.
In some areas, UK regulations establish customer information rights that
exceed the disclosure standards mandated by the relevant EU directives. Under
those regulations policyholders who are consumers may challenge the terms of
policies which they claim are unfair or unclear. The Office of Fair Trading and
certain consumer groups are empowered to enforce these regulations by requiring
revised contracts when the terms of existing contracts appear to contravene the
regulations.
UNITED STATES
Our insurance subsidiaries in the United States are subject to
comprehensive and detailed regulation of their activities under U.S. state and
federal laws.
U.S. property-casualty and life insurance companies are subject to
insurance regulation and supervision in the individual states in which they
transact business. Supervisory agencies in various states have broad powers to
grant or revoke licenses to transact business, regulate trade practices, license
agents, approve insurance policy terms and certain premium rates, set standards
of solvency and reserve requirements, determine the form and content of required
financial reports, examine insurance companies and prescribe the type,
concentration, and amount of investments permitted. Insurance companies are
subject to a mandatory audit every three to five years by state regulatory
authorities, depending on the state of domicile, and every year by independent
auditors.
U.S. property-casualty and life insurers are also subject to risk based
capital (or RBC) guidelines, which provide a method to measure the adjusted
capital (statutory capital and surplus plus other adjustments) that insurance
companies should have for regulatory purposes, taking into account the risk
characteristics of the company's investments and products. The RBC requirements
establish capital requirements for four categories of risk: asset risk,
insurance risk, interest rate risk and business risk. For each category, the
capital requirement is determined by applying factors to various asset, premium
and reserve items, with the factors being higher for those items with greater
underlying risk and lower for less risky items. An insurance company's RBC ratio
will vary over time depending upon many factors, including its earnings, the mix
of assets in its investment portfolio, the nature of the products it sells and
its rate of sales growth, as well as changes in the RBC formulas required by
regulators. The RBC guidelines are intended to be a regulatory tool only, and
are not intended as a means to rank insurers generally. Each of our U.S.
insurance subsidiaries met its statutory minimum RBC ratios at December 31,
2003.
Although the federal government generally does not directly regulate the
insurance business, many federal laws affect the insurance business in a variety
of ways. The Federal Fair Credit Reporting Act, which is designed to promote
accuracy and ensure the privacy of information used in consumer reports,
provides a broad federal preemption of state laws regulating the dissemination
of financial information. In November 2002, the Terrorism Risk Insurance Act
(TRIA) was signed into law. This legislation requires insurers to offer coverage
for terrorist acts in their commercial property and casualty insurance policies,
and establishes a federal program to reimburse insurers for a portion of the
losses so insured. These mandatory rules have implications for Allianz Group
companies doing business in the United States. The TRIA is scheduled to expire
at the end of 2005 and efforts are already underway to have it extended in order
to provide longer term stability for commercial risks in the insurance
marketplace. Aside, the Department of Treasury may in the course of 2004 rescind
the duty for insurers to provide terrorism coverage. In this case, insurers can
not
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longer claim state compensation for damages caused by terrorist attacks.
However, should this occur, insurers anticipate that several large states may
impose their own law to regulate terrorism coverage.
In addition, our U.S. subsidiaries are subject to the restrictions on fund
transfers and other activities under the USA PATRIOT Act of 2001, which,
although it affects primarily our banking and investment services subsidiaries,
also applies to our insurance subsidiaries. On September 18, 2002, the Treasury
Department issued proposed rules regarding Section 352 of the USA PATRIOT Act,
requiring financial institutions to establish anti-money laundering programs. In
the proposed rules, application of this provision to insurers has been limited
to life insurers, annuity issuers and any other insurance product with
investment features similar to life insurance. According to an interim rule
released by the Treasury Department on October 25, 2002, other insurance and
financial services companies are exempted from the requirement to establish
anti-money laundering programs until final rules have been issued. Although the
publication of final rules with respect to insurance companies is still pending,
our U.S. life insurance subsidiaries have implemented programs to comply with
applicable Treasury rules. The Treasury Department has postponed the adoption of
rules related to the customer identification provision of Section 326 of the USA
PATRIOT Act. However, all financial institutions are required to scan their
customers for potential matches to the list of Specially Designated Nationals
issued by the Office of Foreign Assets Control.
There are a number of proposals for regulation which may significantly
affect the U.S. market. These include the establishment of an optional federal
charter for insurance and reinsurance companies; employee benefits regulations;
changes to pension and retirement savings laws; the establishment of an asbestos
trust fund to provide compensation to persons who have suffered injury as a
result of asbestos exposure, and the taxation of insurance companies and their
products. Also being debated are proposals to modernize and enhance the
efficiency of the state insurance regulation and federal class action reform
legislation, which would move most class action cases from state court into the
federal court. With the exception of class action reform legislation, these
initiatives are mostly in a preliminary stage and, consequently, we cannot
assess their potential impact at this time.
OTHER COUNTRIES
Our insurance operations in countries other than those discussed above are
also subject to detailed regulation and supervision by authorities in the
relevant jurisdictions, including with respect to such matters as policy forms
and rates, reserving, investment and financial practices, and marketing,
distribution and sales activities.
BANKING, ASSET MANAGEMENT AND INVESTMENT SERVICES
EUROPEAN UNION
The supervision of banking, asset management and investment services in the
member states of the European Union is the exclusive responsibility of national
authorities within the individual member states. However, the rules governing
the regulation and supervision of these financial services have been harmonized
by a number of EU directives, which have been implemented in the member states.
These directives mostly focus on establishing harmonized minimum capital
requirements and the freedom to provide services within the member states. As a
result of this harmonization, banking licenses granted in one EU member state
are recognized in all other member states.
Under the EU investment services directive, member states have to ensure
that financial institutions that are members of a securities exchange in one
member state are eligible for admission to trading on the exchanges of all other
member states. Moreover, the investment services directive provides for certain
rules of conduct and organizational requirements for financial institutions.
Another field of harmonization which is of importance for financial
institutions is securities trading. The EU directive on offering prospectuses,
which came into force on December 31, 2003, provides for harmonized rules with
respect to the contents and filing of prospectuses for publicly traded
securities.
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Another directive harmonizes the rules for disclosure of financial and other
information that publicly traded companies have to provide. The insider trading
directive sets forth certain rules for securities trading by corporate insiders.
There are also EU directives harmonizing rules governing investment fund
management and investor protection.
GERMANY
Our banking and other financial services activities in Germany are
extensively supervised and regulated by the BaFin.
BANKING
Engaging in the banking business requires the authorization by the BaFin.
Banking activities include, among others, deposit and lending activities, safe
custody activities, checking account and e-money activities as well as
underwriting activities. Enterprises engaged in banking business are formally
referred to as credit institutions (Kreditinstitute).
All banks in Germany, including Dresdner Bank, are subject to comprehensive
governmental supervision and regulation, also on a consolidated basis, by the
BaFin in accordance with the German Banking Act (Kreditwesengesetz, or the
German Banking Act). The BaFin is authorized to issue regulations and guidelines
implementing the provisions of the German Banking Act and other laws affecting
German banks. The German Banking Act and the regulations issued there under have
been amended over time to implement the recommendations on banking supervision
issued by the Basle Committee on Banking Supervision and the relevant European
Council Directives.
The BaFin supervises the operations of all banks, including Dresdner Bank,
to ensure that they conduct their business in accordance with the provisions of
the German Banking Act and other applicable German laws and regulations.
Particular emphasis is placed on compliance with capital adequacy and liquidity
requirements, lending limits and restrictions on certain activities imposed by
the German Banking Act and the regulations promulgated thereunder. The BaFin is
empowered to request information and documentation on business matters from the
banks. The BaFin may conduct on-site inspections without specific cause. Reports
by a bank's auditor (Prufungsberichte) have to be submitted to the BaFin and the
Deutsche Bundesbank (the Bundesbank), the German central bank.
REGULATION BY THE BUNDESBANK
The BaFin carries out its banking supervision role in close cooperation
with the Bundesbank. The authority to issue administrative orders that are
binding on specific banks is vested solely with the BaFin. Before issuing
general regulations which affect the Bundesbank the BaFin must consult with the
Bundesbank and must obtain its consent. The Bundesbank is responsible for
organizing the collection and analysis of the periodic and other reports from
the banks.
CAPITAL ADEQUACY REQUIREMENTS
German banking regulation contains certain capital adequacy requirements.
In accordance with what is known as Principle I, each bank's ratio of Liable
Capital to risk-weighted assets and certain off-balance sheet items, as such
terms are defined or described below, must be at least 8% at the end of each
business day in order to cover credit risks. This ratio is known as the Solvency
Ratio.
Liable Capital of a bank organized as a stock corporation consists
principally of (i) paid-in share capital without cumulative preferred stock
(Vorzugsaktien), (ii) capital reserves, (iii) earnings reserves which are
disclosed in the bank's annual balance sheet, (iv) net profits which are shown
in audited interim financial statements and which will not be used for
distribution or the payment of taxes, (v) the fund for general banking risks
pursuant to Section 340g of the German Commercial Code, (vi) capital paid in by
silent partners which meets certain conditions set forth in the German Banking
Act, including subordination to all other creditors and participation in the
bank's losses, (vii) reserves for general banking risks pursuant to
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Section 340f of the German Commercial Code, provided that such reserves may not
exceed 4% of the book value of such receivables and securities, (viii) preferred
stock, (ix) capital paid in consideration of profit participation rights
(Genussrechtsverbindlichkeiten) which meets certain conditions set forth in the
German Banking Act, including subordination to all creditors in the case of
insolvency and participation in the bank's losses, (x) long-term subordinated
debt with a term of at least five years meeting certain conditions set forth in
the German Banking Act, including subordination to all creditors in the case of
insolvency, (xi) certain revaluation reserves and (xii) reserves pursuant to
Section 6b of the German Income Tax Act (Einkommensteuergesetz) up to 45%, less
certain positions that are required to be deducted. The capital components set
forth in items (i) through (vi) above, less balance sheet losses, certain
intangible assets (including goodwill) and certain other items, constitute the
core capital. Supplementary Capital is the portion of Liable Capital referred to
in items (vii) through (xii) above. The distinction between Core Capital and
Supplementary Capital reflects the ability of the capital components to cover
losses. Core Capital, with the highest ability to cover losses, corresponds to
Tier I capital, and Supplementary Capital corresponds to Tier II capital as such
terms are used in U.S. capital adequacy rules. The German Banking Act provides
that the aggregate amount of Supplementary Capital must not exceed the Core
Capital. In addition, the sum of long-term subordinated debt must not exceed 50%
of Core Capital. The German Banking Act also requires that certain investments
in banks or financial institutions and certain other items, be deducted in
computing Liable Capital.
To calculate risk-weighted assets and certain off-balance sheet items, the
assessment basis must first be determined. With respect to risk assets, the
assessment basis is equal to the balance sheet value, adding or deducting
certain items. Further, the assets of a bank are assigned to six broad
categories of relative credit risk depending on the debtor or on the type of
instrument or collateral securing the asset (0%, 10%, 20%, 50%, 70% and 100%),
and the assessment basis of each asset is multiplied by the percentage weight
applicable to its risk category to arrive at the risk-weighted value to be
covered with Liable Capital. With respect to off-balance sheet items, such as
financial guarantees and letters of credit, their value, subsequent to the
determination of their assessment basis, is adjusted according to their risk
classification depending on the type of instrument (20%, 50% and 100%), or, in
the case of swaps and other financial derivatives, according to a
"mark-to-market" method or an original exposure method. After such adjustment,
they are assigned, in the same manner as on-balance sheet assets, to the credit
risk categories multiplied by the applicable percentage weight.
The German Banking Act also requires market risk and counterparty risk
associated with securities transactions, transactions in derivative products and
foreign exchange transactions of banks to be covered by adequate capital. The
German Banking Act also employs two related concepts: (i) Bank Funds
(Eigenmittel) and (ii) market risk positions. Market risk positions are made up
of overall foreign exchange positions, commodities positions and the trading
book risk positions. For assessing the trading book risk positions, the
distinction between trading transactions which are allocated to a bank's trading
book (Handelsbuch) and transactions in commercial banking business which are
allocated to a bank's investment book (Anlagebuch) is important.
Bank Funds consist of Liable Capital plus Tier III Capital. Tier III
Capital consists of (i) short-term subordinated debt (with a term of at least
two years) that meets certain conditions set forth in the German Banking Act and
(ii) the net profits which would be realized if all positions in the trading
book were matched, if all anticipated expenses and distributions on capital were
deducted and if all losses that would be incurred in the investment book if the
bank were liquidated were deducted. The sum of Tier III Capital plus the portion
of Supplementary Capital that is not required to cover risk positions in the
investment book cannot exceed 250% of the portion of Core Capital that is not
required to cover risk positions in the investment book.
The trading book of a bank comprises (i) securities, money market
instruments, foreign currency or units of account, derivatives and marketable
claims and participations that are held by the bank for its own account for
resale or trading or that are acquired by the bank with the intent of profiting
in the short term from existing or expected differences between buying and
selling prices or variations in prices or interest rates; (ii) instruments held
and transactions entered into for the purpose of hedging the market risk of the
trading
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book and transactions to refinance such hedging; (iii) transactions subject to
the designation of the counterparty (Aufgabegeschafte); (iv) receivables for
fees, commissions, interest, dividends and margin payments related to positions
in the trading book; and (v) securities lending, loans or similar transactions
related to positions in the trading book.
Banks must establish guidelines for the inclusion of transactions in their
trading books, which must be submitted to the BaFin and the Bundesbank. The
investment book of a bank consists of all transactions that are not contained in
the trading book.
The sum of the risk-weighted values of market risk positions and, under
certain circumstances, separately computed option positions, may not exceed the
difference between Liable Capital and an amount equal to 8% of the risk-weighted
assets increased by the amount of Tier III Capital. This limitation must be
computed daily at the close of business. The risk-weighted values of market risk
positions and option positions must be computed in accordance with rules set
forth in Principle I or, in the case of market risk positions, in accordance
with the bank's own risk computation models which have been approved by the
BaFin. The positions allocated to the trading book are risk-weighted according
to market risk (interest rate and equity security price related) and according
to counterparty risk.
Capital adequacy rules must not only be met by a bank and its banking
subsidiaries on an individual basis, but also by the entire banking group. In
addition to the calculation and reporting requirements under the German Banking
Act as described above, Dresdner Bank has adopted the risk-adjusted capital
guidelines (or Basle Accord) promulgated by the Basle Committee on Banking
Supervision (BIS-rules) and therefore calculates and reports to the BaFin and
the Bundesbank also pursuant to BIS-rules.
The capital adequacy rules apply also to financial holding groups such as
the Allianz Dresdner Asset Management companies.
LIQUIDITY REQUIREMENTS
The German Banking Act and the regulations issued by the BaFin also contain
liquidity requirements. Each bank must invest its funds in a manner designed to
provide adequate liquidity at all times. Under what is known as Principle II,
banks must compute one liquidity factor and three monitoring factors at the end
of every calendar month. Each factor is the quotient of available funds to
payment obligations for one of four short-term time periods of up to one year.
LENDING AND INVESTMENT LIMITS
The lending activities of banks are restricted in order to avoid high
concentrations of risk. According to the applicable law, lending includes not
only bank loans in the ordinary sense but all items on the asset side of the
balance sheet, derivative transactions (other than written option positions) and
related guarantees and other off-balance sheet positions. A borrower is defined
to include a related group of borrowers consisting of certain related natural or
legal persons or partnerships of the borrower. There are exemptions, and the
limitations on large credits are applied on a risk-weighted basis in a manner
similar to the application of the risk-weighted capital adequacy rules.
The German Banking Act as it applies to Dresdner Bank as a trading book
institution, distinguishes between investment book lending limits, combined
investment and trading book lending limits, and trading book lending limits. The
limits are as follows:
(i) A credit constitutes a "large investment book credit" if the sum
of credits allocated to the investment book extended to any one borrower or
related group of borrowers, in the aggregate, equals or exceeds 10% of a
bank's Liable Capital. The bank has to ensure that, without approval of the
BaFin, no single large investment book credit exceeds 25% of the bank's
Liable Capital (20% in the case of a bank's unconsolidated affiliate) and
that the sum of all of a bank's disbursed large investment book credits
does not exceed eight times the bank's Liable Capital.
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(ii) A credit constitutes a "large combined investment and trading
book credit" if the sum of credits allocated to both the investment and
trading books extended to any one borrower or related group of borrowers,
in the aggregate, equals or exceeds 10% of the bank's Bank Funds. The bank
has to ensure that, without approval of the BaFin, no single large combined
investment trading book credit exceeds 25% of the bank's Bank Funds (20% in
the case of a bank's unconsolidated affiliate) and that the sum of all of a
bank's disbursed large combined investment trading book credits does not
exceed eight times the bank's Bank Funds.
(iii) If a single large combined investment and trading book credit
exceeds the respective percentage of the bank's Bank Funds set forth in
(ii) above, the sum of credits extended to any one borrower or related
group of borrowers that is allocated to the trading book cannot exceed five
times that portion of the bank's Bank Funds that is not required to cover
risk positions in the investment book, even with approval of the BaFin.
(iv) The sum of all portions of single large combined investment and
trading book credits that exceed the respective percentage of the bank's
Bank Funds set forth in (ii) above for more than 10 days cannot exceed,
after deducting the amounts that do not exceed this limit, six times that
portion of the bank's Bank Funds that is not required to cover risk
positions in the investment book.
A bank must report its large credits to the Bundesbank and must notify the
BaFin and the Bundesbank if it exceeds the ceilings set forth above. With the
approval of the BaFin, a bank may exceed the limits set forth in (i) and (ii).
The amount exceeding these ceilings must be covered by Liable Capital and Bank
Funds, respectively. The limits set forth in (iii) and (iv) may generally not be
exceeded. The excess must be reported, and the excessive amount must be covered
by Liable Capital. The amounts of Liable Capital used to cover such excess
amount must be disregarded when computing the adequacy of Liable Capital under
the capital adequacy rules. If the respective percentage ceilings and the eight
times Liable Capital ceiling or Bank Funds ceiling as mentioned in (i) and (ii)
are exceeded, only the larger of both excess amounts must be covered by Liable
Capital and Bank Funds, respectively.
The provisions of the German Banking Act limiting large credits by a bank
apply also to the aggregate credits extended by members of a banking group. In
order to determine whether members of a banking group in the aggregate have
extended a large credit, all credits extended by members of the group to one
borrower are consolidated and measured against the consolidated Liable Capital
and Bank Funds (including the shares of other shareholders) of the banking
group. Consolidation of credits to one borrower or related group of borrowers is
only required if the individual total credit position from overall business of
at least one member of the banking group to such borrower is equal to or exceeds
5% of such member's Liable Capital.
BANK REPORTING REQUIREMENTS
In order to enable the BaFin and the Bundesbank to monitor compliance with
the German Banking Act and other applicable legal requirements and to obtain
information on the financial position of the German banks, the BaFin and the
Bundesbank require the routine periodic filing of information.
Each bank must file with the BaFin or the Bundesbank, or both, among other
things, the following information: (i) immediate notice of certain personnel and
organizational changes, the extension or increase of large credits, the
acquisition or disposition of 10% or more of the equity or voting rights of
another company or certain changes in the amount of such equity investment, and
the commencement or termination of certain non-banking activities; (ii) monthly
balance sheet and statistical information and annual audited unconsolidated and
consolidated financial statements; (iii) the acquisition or disposition of a
direct or indirect investment in the bank representing 10% or more of the equity
or voting rights of the bank, whether held in the shareholder's own interest or
in the interest of a third party, or giving the person making the investment a
significant influence over the management of the bank (or Significant
Shareholding), or an increase or decrease of a Significant Shareholding which
results in the investment reaching or passing the threshold of 20%, 33% or 50%
of such voting rights or equity, as well as the fact that the bank became or
ceased to be a subsidiary of another enterprise, as soon as the bank has
knowledge of such facts; and on an annual basis, the names and addresses of
holders of Significant Shareholdings in the bank and its foreign subsidiary
banks, and
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the amount of such investment; (iv) monthly compliance statements with regard to
the capital adequacy rules and the requirements on liquidity; and (v) quarterly
statements listing the borrowers to whom the reporting bank has outstanding
loans of E1.5 million or more and certain information about the amount and the
type of the loan, including syndicated loans exceeding this amount even if the
reporting bank's share does not reach E1.5 million.
If several banks report to the Bundesbank loans of E1.5 million or more to
the same borrower or to a group of affiliated borrowers, the Bundesbank must
inform the reporting banks of the total reported indebtedness and of the type of
such indebtedness and of the number of reporting lending banks.
SANCTIONS FOR NON-COMPLIANCE
If the BaFin discovers irregularities, it has a wide range of enforcement
powers. The BaFin can exert a direct influence over the management of a bank. If
the Liable Capital of a bank is not adequate or if the liquidity requirements
are not met and the bank has failed to remedy the deficiency within a period
determined by the BaFin, the BaFin may prohibit or restrict the bank's
distribution of profits or extension of credit. These prohibitions also apply to
the parent bank of a banking group if the Bank Funds of the bank members of the
group do not meet the legal requirements.
If a bank is in danger of defaulting on its obligations to creditors, the
BaFin may take emergency measures to avert default. In this connection, it may,
among other things: (i) issue instructions relating to the management of the
bank; (ii) prohibit the acceptance of deposits and the extension of credit;
(iii) prohibit or restrict management of the bank from carrying on their
functions; and (iv) appoint supervisors. To avoid the insolvency of a bank, the
BaFin has the authority to (i) prohibit payments and disposals of assets, (ii)
suspend customer services and (iii) prohibit the acceptance of payments other
than in payment of debt owed to the bank. Finally, the BaFin may revoke the
bank's license. In addition, violations of the German Banking Act may result in
criminal and administrative penalties.
DEPOSIT PROTECTION
In accordance with the German Deposit Guarantee Act (Einlagensicherungs-
und Anlegerentschadigungsgesetz), the Bundesverband Deutscher Banken, the
association of the German private sector commercial banks, established a company
known as the Compensation Institution (Entschadigungseinrichtung deutscher
Banken GmbH) to carry out and ensure the deposit guarantee scheme of the German
private sector commercial banks. The Deposit Guarantee Act provides that the
aggregate deposits of a given depositor at a given bank and claims resulting
from securities transactions by a customer with a given bank must each be
covered up to 90% of the aggregate amount or E20,000, whichever is less. Certain
creditors, as defined by the German Deposit Guarantee Act, including other
banks, insurance companies, the public sector and enterprises and persons
related to the bank, may not claim compensation. The deposit guarantees will be
funded through contributions by the private sector commercial banks to the
Compensation Institution.
In addition, the banking industry has voluntarily set up various protection
funds for the protection of depositors. Most private sector commercial banks,
including Dresdner Bank, are members of the Einlagensicherungsfonds, a deposit
protection association with a fund which covers liabilities to each creditor up
to a certain amount. Obligations vis-a-vis other banks and other persons
described by the fund's articles of association are not covered. Furthermore,
the articles of association provide for certain restrictions not related to
specific creditors, but rather to categories of obligations. Payments from the
Einlagensicherungsfonds generally cover the portion of a deposit not already
covered by the Compensation Institution. Members are required to provide certain
information to the association and the Prufungsverband deutscher Banken e.V., an
institution for the auditing of German banks. This auditing institution conducts
its own inspections of banks in order to reduce the risk of failures within the
deposit protection system.
Furthermore, depositors and other creditors of German banks are protected
by the arrangements in relation to Liquiditats-Konsortialbank GmbH (or LIKO), a
bank founded in 1974 in order to provide funding for German banks which
experience liquidity problems. The shares in LIKO are owned 30% by the
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Bundesbank, with the rest of the shares being held by other German banks and
banking associations. LIKO is funded by its shareholders. For additional
information, see Note 43 to our consolidated financial statements.
MORTGAGE BANKS
Through Dresdner Bank, we hold 28.5% of the shares of Eurohypo AG, a
mortgage bank. In Germany, mortgage banks are regulated by a special statute.
The German Mortgage Bank Act (Hypothekenbankgesetz), in addition to the German
Banking Act. Under the Mortgage Bank Act, mortgage banks are authorized to
finance themselves through the issuance of mortgage bonds
(Hypothekenpfandbriefe) and public-debt bonds (Kommunalschuldverschreibungen).
These bonds are generally long-term bonds with an original maturity of four
years or longer, the principal and interest of which are at all times required
to be covered by a pool of specified qualifying assets. Mortgage-backed bonds
are backed by mortgage loans extended by the mortgage bank that cover 60% or
less of the market value of the respective real estate property, and public-debt
backed bonds are backed by communal loans extended by the mortgage bank to
German public authorities or entities organized under public law or to member
states of the EU or to the contracting states to the agreement on the European
Economic Area (or EEA), or which are guaranteed or otherwise secured by such
persons. Separate pools are maintained for the mortgage-backed bonds and for the
public-debt backed bonds. The qualifying assets remain on the mortgage bank's
balance sheet. In case of insolvency proceedings relating to the mortgage bank,
the asset pools constituting cover will be exempt from such proceedings.
INVESTMENT COMPANIES
In Germany, investment funds are managed by investment companies, which are
specialized credit institutions and subject to the German Banking Act and the
German Investment Act (Investmentgesetz). The German Investment Act came into
force on January 1, 2004 and transforms an European Directive relating to
investments in undertakings for collective investment in transferable securities
(UCITS-Directive) into national law. It regulates certain categories of
investment funds, including hedge-funds and provides for specific investment
restrictions. The BaFin supervises the investment company's compliance with the
applicable investment restrictions. Within Allianz Group, DEUTSCHER
INVESTMENT-TRUST Gesellschaft fur Wertpapieranlagen mbH (dit) and dresdnerbank
investment management Kapitalanlagegesellschaft mbH (dbi) are investment
companies.
Basically, an investment fund must be segregated from the investment
company's own assets and is not a legal entity. Therefore the assets of the
investment fund may either be jointly owned by the investors or owned by the
investment company as trustee.
Investment companies are not subject to the above mentioned capital and
liquidity requirements. Currently only a limited version of the above described
Solvency Ratio is of relevance for those investment companies which offer fund
products eligible for state subsidies under the Retirement Savings Act
(Altersvermogensgesetz). See "-- Insurance -- Germany -- Life Insurance."
FINANCIAL SERVICES INSTITUTIONS
Financial Services Institutions are enterprises that provide certain
financial services described by the German Banking Act. These financial services
include investment and contract brokering, portfolio management and own-account
trading with financial instruments for third parties.
To engage in the provision of financial services, an authorization by the
BaFin is required. The supervision and regulation of financial services
institutions is substantially similar to the regulation and supervision of
banks. Like investment companies, certain financial services institutions are
exempted from the capital and liquidity requirements described above.
Within the Allianz Group, Allianz Capital Managers GmbH and Allianz
Dresdner Asset Management International GmbH are financial services
institutions.
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UNITED KINGDOM
In the United Kingdom, the FSMA also provides the framework for the
regulation of activities of the financial services sector outside of the
insurance business, with the FSA as the responsible supervisory authority. The
FSA also prosecutes offenses involving insider dealing, market manipulation,
money laundering and of market abuse.
The above requirements of the FSA with respect to the financial services
sector apply to most Allianz Group entities in the United Kingdom, including our
Dresdner Bank subsidiaries. The London branch of Dresdner Bank is a "passported"
bank in the United Kingdom in accordance with the provisions of the EU
directives as implemented in UK law. As such it is lead regulated in prudential
matters by BaFin in Germany.
FRANCE
Under French law, investment and investment services companies dealing with
financial instruments must be authorized by the Comite des Etablissements de
Credit et des Entreprises d'Investissement (Banque de France) and by the
Autorite des Marches Financiers (which has been created by the August 1, 2003
Law on Financial Security) if they act under the portfolio management status.
They are subject to the supervision of the Autorite des Marches Financiers for
the dealing with listed financial instruments and for their portfolio management
activity. Banks in France, including our Dresdner Bank subsidiary Dresdner Bank
Gestions France, must be authorized by the Comite des Etablissements de Credit
et des Entreprises d'Investissement (Banque de France) and are subject to the
supervision of the Commission Bancaire (Banque de France). The supervision
extends to all the activities of French banks, including their capital adequacy,
shareholdings in other companies and limitation of risk. The Paris branch of
Dresdner Bank is a "passported" bank in France in accordance with the provisions
of EU directives as implemented in French law. As such it is primarily regulated
by the BaFin.
Banks are required to file monthly reports to the Commission Bancaire.
Changes of shareholdings in French banks do need approval by the Comite des
Etablissements de Credit et des Entreprises d'Investissement (Banque de France).
French securities regulations prescribe a minimum amount of share capital
for investment and investment services companies and impose certain requirements
on company management and shareholders. The companies must also submit a
business plan with their application for authorization. There are also
regulatory restrictions with respect to equity capital on limitation of risks,
and specific disclosure rules must be observed. In addition, the Autorite des
Marches Financiers oversees the dealings of investment and investment services
companies with investors, including the provision of appropriate information to
investors, and supervise control procedures within these companies. The Autorite
des Marches Financiers supervises compliance with market rules, and the fairness
of transactions.
French supervisory authorities are authorized to impose sanctions,
including revocation of operating licenses, on companies that fail to comply
with applicable regulations.
ITALY
Investment and investment services companies in Italy dealing with
financial instruments must be licensed and are subject to regulation by both
Banca d'Italia, the Italian national bank, and the Commissione Nazionale per le
Societa e la Borsa (or CONSOB). Shareholdings in excess of 5% in Italian
investment and investment services companies require the authorization of Banca
d'Italia.
Banks in Italy, including our subsidiary Rasbank S.p.A. and our Dresdner
Bank subsidiaries, must be authorized by Banca d'Italia and are subject to the
supervision of both Banca d'Italia and CONSOB. The supervision of Banca d'Italia
extends to all the activities of Italian banks, including their capital
adequacy, shareholdings in other companies and limitation of risk. The Milan
branch of Dresdner Bank is a "passported" bank in Italy in accordance with the
provisions of EU directives as implemented in Italian law. As such it is lead
regulated by the BaFin. The CONSOB supervises the provision of investment
services by banks in Italy and rules of conduct to be followed by the banks in
their dealings with the public. Banks are
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required to file their annual and semi-annual reports with both Banca d'Italia
and the CONSOB. They also have ongoing disclosure obligations. The Milan branch
of Dresdner Bank is exempt from these requirements and instead has to submit the
annual financial statements of Dresdner Bank Group to the Camera di Commercio
and Banca d'Italia. Changes in organizational structure of the branch have to be
reported annually.
Major shareholders of banks and investment and investment services
companies must be of good standing and the top managers and members of the
boards of directors and boards of auditors must meet specific qualifications in
terms of professionalism and good standing. With respect to banks, Italian law
requires those assuming control of or a shareholding of greater than 5% in an
Italian bank to obtain authorization from Banca d'Italia. Similarly, banks
assuming shareholdings in any other company are required to obtain authorization
from Banca d'Italia.
Italian supervisory authorities are empowered to impose sanctions,
including revocation of operating licenses, on companies that fail to comply
with relevant regulations.
UNITED STATES
Allianz of America, Inc., Allianz Dresdner Asset Management of America
L.P., Pacific Investment Management Company LLC, Oppenheimer Capital,
Nicholas-Applegate, RCM Capital Management LLC and other financial services
subsidiaries of Allianz AG in the United States are registered as investment
advisers under the Investment Advisers Act of 1940. Many of the investment
instruments managed by these financial services subsidiaries, including a
variety of mutual funds and other pooled investment vehicles, are registered
with the SEC under the Investment Company Act of 1940. The investment advisory
activities of these financial services subsidiaries are subject to various U.S.
federal and state laws and regulations. These laws and regulations relate to,
among other things, limitations on the ability of investment advisers to charge
performance-based or non-refundable fees to clients, record-keeping and
reporting requirements, disclosure requirements, limitations on principal
transactions between an adviser or its affiliates and advisory clients, as well
as general anti-fraud provisions. The failure to comply with these laws or
regulations may result in possible sanctions, including the suspension of
individual employees, limitations on the activities in which the investment
adviser may engage, suspension or revocation of the investment adviser's
registration as an adviser, censure and/or fines.
Federal and state regulators have focused on, and continue to devote
substantial attention to, the mutual fund and variable insurance product
industries. As a result of publicity relating to widespread perceptions of
industry abuses, there have been numerous proposals for legislative and
regulatory reforms, including mutual fund governance, new disclosure
requirements concerning mutual fund share classes, commission breakpoints,
revenue sharing, advisory fees, market timing, late trading, portfolio pricing,
annuity products, hedge funds, and other issues. It is difficult to predict at
this time whether changes resulting from new laws and regulations will affect
the industries or our investment management businesses, and, if so, to what
degree.
Some U.S. financial service subsidiaries of Allianz AG are also registered
with the SEC as broker-dealers under the Securities Exchange Act of 1934 and are
subject to extensive regulation as such. In addition, some of these subsidiaries
are members of, and subject to, regulation by self-regulatory organizations such
as the National Association of Securities Dealers and, in the case of Dresdner
Kleinwort Wasserstein Securities LLC, the New York Stock Exchange. The scope of
broker-dealer regulation covers matters such as capital requirements, the use
and safekeeping of customers' funds and securities, advertising and other
communications with the public, record-keeping and reporting requirements,
supervisory and organizational procedures intended to assure compliance with
securities laws and rules of the self-regulatory organizations and to prevent
improper trading on material non-public information, employee-related matters,
limitations on extensions of credit in securities transactions, and clearance
and settlement procedures. A particular focus of the applicable regulations
concerns the relationship between broker-dealers and their customers. As a
result, in some instances they may be required to make "suitability"
determinations as to certain customer transactions.
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Dresdner Bank provides commercial banking services in the United States
through its New York and Grand Cayman Branches. Dresdner Bank's U.S. banking
activities are accordingly subject to regulation, supervision and examination by
the Federal Reserve Board under the U.S. Bank Holding Company Act of 1956, as
amended (or BHCA), and the International Banking Act of 1978, as amended (or
IBA). The New York Branch of Dresdner Bank is licensed, supervised and examined
by the New York State Banking Department.
The Gramm-Leach-Bliley Act of 1999 substantially eliminated barriers
separating the banking, insurance and securities industries in the United
States. According to this act, a bank holding company that has effectively
elected to become a financial holding company under the Federal Reserve
Regulation may conduct business activities either directly or through its
subsidiaries that were previously prohibited for bank holding companies.
Dresdner Bank became a financial holding company under the Gramm-Leach-Bliley
Act in 2000. To qualify as a financial holding company, a bank is required to
meet the criteria of being well-managed and well-capitalized. A foreign bank
that is well-capitalized has capital ratios equal to or comparable with those
required for a well-capitalized U.S. bank, i.e. a Tier I capital ratio of 6% and
a total capital to total risk-based assets ratio of 10%. Dresdner Bank is
currently in compliance with these capital requirements. In the event of
non-compliance with these criteria, a financial holding company may be required
to limit previously authorized financial activities and, in the event of
continued non-compliance, to cease its banking activities in the United Sates or
to engage only in such activities conducted by it or its subsidiaries as are
permissible for bank holding companies that are not financial holding companies.
As a result of its ownership of Dresdner Bank, Allianz AG is also subject to the
supervision of the Federal Reserve Board under the BHCA and the IBA and has
elected to be treated as a financial holding company. Allianz AG's status as a
financial holding company became effective on June 30, 2004.
Under the IBA, the Federal Reserve Board may terminate the activities of
any U.S. office of a foreign bank if it determines that the foreign bank is not
subject to comprehensive regulation on a consolidated basis in its home country
or that there is reasonable cause to believe that the foreign bank or its
affiliate has violated U.S. law or engaged in unsafe or unsound banking practice
in the United States, and as a result of such violation or practice, the
continued operation of the U.S. office would be inconsistent with the public
interest or the purposes of federal banking law.
Under the trade name Dresdner Kleinwort Capital, subsidiaries of Dresdner
Bank are also active in the private equity business. They provide investment
management services and make, manage and monitor private equity investments in
unaffiliated companies and investment funds, and establish and operate
investment funds in which third-party investors make private equity investments.
These subsidiaries are subject to regulation by the Federal Reserve Board and
the SEC. Two subsidiaries of Dresdner Bank are also active as small business
investment companies and are subject to the U.S. Small Business Administration
Act.
OTHER COUNTRIES
Our financial services businesses in countries other than those discussed
above are also subject to detailed regulation and supervision by authorities in
the relevant jurisdictions, including with respect to such matters as capital
adequacy, investment advisory and securities trading activities, and mutual fund
management and distribution activities.
ACQUISITION CONTROL MATTERS
In a number of jurisdictions, the direct or indirect acquisition of
"control" of companies is subject to prior regulatory approval. Under the
applicable EU directives, any person acquiring shares in an insurance, bank or
investment services company who would become a "qualifying shareholder" as a
result of the acquisition is required to give prior notice of the proposed
acquisition to the relevant supervisory authorities in the company's home
jurisdiction. A qualifying shareholder is a shareholder that holds at least 10%
of the voting rights or the capital of such a company or otherwise has the
ability to exercise a significant influence over the management of the company.
A qualifying shareholder must also report any increases in shareholdings by any
holder to levels equal to or exceeding 20%, 33% or 50% of the voting rights or
the
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capital. The supervisory authorities have a maximum period of three months
during which to oppose an acquisition of shares if they believe that the
acquisition would jeopardize the sound and prudent management of the insurance
company. Reductions in ownership below the thresholds indicated above must also
be notified to the supervisory authorities. These directives have been
implemented in most EU jurisdictions.
Under the German Securities Trading Act (Wertpapierhandelsgesetz, or WpHG),
holders of voting securities of a German company listed on a regulated market
within the European Union or within the other contracting states to the
agreement on the EEA must notify the company and the BaFin in writing and
without delay (at the latest, within seven calendar days) of the level of their
holding whenever that holding reaches, exceeds or falls below 5%, 10%, 25%, 50%
or 75% of the company's voting rights. Also, a German company receiving such
notification of shareholding must generally publish such notification without
undue delay.
The German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und
Ubernahmegesetz, or WpUG) applies to all offers to acquire shares and certain
other securities issued by stock corporations and partnerships limited by shares
(Kommanditgesellschaften auf Aktien) that are domiciled in Germany and admitted
to trading on an regulated market in the European Economic Area (or EEA). The
WpUG provides that any shareholder obtaining direct or indirect control, which
is defined as 30% or more of the voting rights, of a stock corporation or of a
partnership limited by shares, is required to make a mandatory takeover offer to
all other shareholders of the company.
Similar regulations relating to acquisition of control have been
established as well in other jurisdictions inside and outside of the EU in which
we do business. State insurance holding company statutes in the United States
applicable to Allianz AG's U.S. insurance subsidiaries generally provide that no
person may acquire control of Allianz AG, and thus indirect control of its U.S.
insurance subsidiaries, without the prior approval of the appropriate insurance
regulators. Generally, any person who acquires beneficial ownership of 10% or
more of the outstanding ordinary shares or voting power of Allianz AG would be
presumed to have acquired such control unless the appropriate insurance
regulators, upon application, shall determine otherwise.
ANTITRUST REGULATION AND MERGER REVIEW
EU and national antitrust regulation affects the cooperation between
insurance companies and within insurance associations. While the EC Treaty
generally prohibits arrangements that restrict competition, some types of
cooperation in the insurance sector are expressly exempt from this prohibition
by EU regulation providing for a so-called block exemption.
In February 2003, the EU adopted a new block exemption regulation for the
insurance sector to replace the existing regulation on this subject at its
expiry on March 31, 2003. In particular with respect to the establishment and
management of insurance and reinsurance pools, the new regulation raises the
market share thresholds for insurance pools and restricts the simultaneous
memberships of insurers who may exercise a determining influence on the
commercial policy of pools acting on the same relevant market in these pools.
Insurers have in the past been able to seek individual exemption under
applicable antitrust laws for insurance pools that were not eligible for block
exemption and other restrictions on competition. As of May 1, 2004 this
procedure is no longer available. As of this date, certain restrictive practices
may be automatically exempt by law if they meet specific requirements and have
an overall positive effect on competition. The companies involved in such
practices have to assess whether these requirements are met.
In some business lines, the Allianz Group's market share might raise
concerns under European merger control regulations. If the Allianz Group were to
consider a substantial acquisition in these business lines, the relevant EU
authorities might require divestiture of parts of the portfolio or might
disapprove the transaction. Comparable legislation with respect to merger review
has been enacted in many jurisdictions inside and outside the EU.
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RULES OF CONDUCT FOR SECURITIES TRADING
The German Securities Trading Act prohibits insider trading with respect to
securities admitted to trading or included in the over-the-counter market at a
German exchange or the exchange in another EU member state or in other
contracting states to the agreement on the EEA. The German Securities Trading
Act also requires that the issuer of securities admitted to trading on a German
stock exchange promptly publish any new fact relating to the field of the
issuer's activities that is not publicly known if this fact could have a
material influence on the market price of such securities due to its effects on
the financial position or the overall business performance of the issuer. The
BaFin carries out supervisory functions with respect to these regulations.
The German Securities Trading Act also introduced rules of conduct for
banks and securities firms (the Rules of Conduct). The Rules of Conduct apply to
all investment services firms in Germany. The BaFin has broad powers to
investigate investment services firms with a view to monitoring compliance with
the Rules of Conduct. The German Securities Trading Act provides for an annual
examination on behalf of the BaFin of a bank's compliance with its obligations
under the German Securities Trading Act.
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
CORPORATE GOVERNANCE
GENERAL
Allianz AG is a German stock corporation. The corporate bodies of Allianz
AG are the management board (Vorstand), the supervisory board (Aufsichtsrat) and
the general meeting (Hauptversammlung). The management board and the supervisory
board are separate and no individual may serve simultaneously as a member of
both boards. This dual board system is required by German law.
The management board is responsible for managing the day-to-day business of
Allianz AG in accordance with the German Stock Corporation Act (Aktiengesetz, or
AktG) and the articles of association of Allianz AG. The management board is
bound by applicable German law, the articles of association of Allianz AG as
well as its internal rules of procedure (Geschaftsordnung). The management board
represents Allianz AG in its dealings with third parties. The supervisory board
oversees the management of Allianz AG. It is also responsible for appointing and
removing the members of the management board and representing Allianz AG in
connection with transactions between a member of the management board and
Allianz AG. The supervisory board may not make management decisions, but the
supervisory board or the articles of association must determine that certain
types of transactions require the supervisory board's prior consent.
In carrying out their duties, the members of the management board and the
supervisory board must exercise the standard of care of a diligent and prudent
business person. In complying with this standard of care, the members of both
boards must take into account a broad range of considerations in their
decisions, including the interests of Allianz AG, its shareholders, employees
and creditors. The management board is additionally required to respect the
rights of shareholders to equal treatment and equal information.
Members of either board who violate their duties may be personally liable
for damages to Allianz AG. Allianz AG may waive these damages or settle these
claims only if at least three years have passed from the date of their
origination, and if the general meeting approves the waiver or settlement with a
simple majority. No approval of a waiver or settlement by the general meeting
will be effective if opposing shareholders who hold, in the aggregate, one-tenth
or more of the share capital of Allianz AG have their opposition formally noted
in the minutes recorded by a German notary. As a general rule under German law,
a shareholder has no direct recourse against the members of the management board
or the supervisory board in the event that they are believed to have breached a
duty to Allianz AG.
The supervisory board has comprehensive monitoring functions. To ensure
that these functions are carried out properly, the management board must
regularly report to the supervisory board with regard to current business
operations and future business planning (including financial, investment and
personnel
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planning). The supervisory board is also entitled to request at any time special
reports regarding the affairs of Allianz AG, the legal or business relations of
Allianz AG to its subsidiaries and the affairs of any of its subsidiaries to the
extent that the affairs of such subsidiary may have a significant impact on
Allianz AG.
The management board is required to ensure that adequate risk management
and internal monitoring systems exist within Allianz AG to detect risks relating
to the Allianz Group's business activities at the earliest possible stage.
GERMAN CORPORATE GOVERNANCE RULES
Principal sources of enacted corporate governance standards for German
stock corporations are the German Stock Corporation Act (Aktiengesetz) and the
German Co-determination Act (Mitbestimmungsgesetz). In addition, the German
Corporate Governance Code (the "Code") published by the German Ministry of
Justice (Bundesministerium der Justiz) in 2002, presents essential statutory
regulations for the corporate governance of German listed companies. The aim of
the Code is to make the German corporate governance rules related to German
listed stock corporations transparent for national and for international
investors. As a German listed company, Allianz AG is subject to both the German
Stock Corporation Act and the German Corporate Governance Code.
The Code comprises a set of best-practice guidelines. In addition to
restating various corporate governance-related provisions of German law, the
Code contains approximately 50 "recommendations," which reflect widely
recognized and well-established standards of corporate governance, and
approximately 25 "suggestions," which incorporate additional standards for the
sound and responsible management and supervision of a listed company. Topics
covered by the German Corporate Governance Code include:
- The composition and responsibilities of the management board, the
compensation of management board members, and rules for avoiding and
resolving conflicts of interest;
- The composition and responsibilities of the supervisory board and
committees of the supervisory board, the compensation of supervisory
board members, and rules for avoiding and resolving conflicts of
interest;
- The relationship between the management board and the supervisory board;
- Transparency and disclosure in periodic reports; and
- Reporting on, and auditing of, the company's annual financial statements.
Although the German Corporate Governance Code does not have the force of
law, the Code has a legal basis through the declaration of compliance required
by Section 161 of the German Stock Corporation Act, which entered into force in
2002 and requires that the management board and the supervisory board of a
covered company declare annually either
(i) that the company has complied, and does comply, with the
recommendations set forth in the German Corporate Governance Code, or,
alternatively,
(ii) which recommendations the company has not complied, or does not
comply, with (so-called "comply or explain" system).
On December 17, 2003, our management board and supervisory board issued the
declaration of compliance. You will find the wording of this declaration on our
website under www.allianzgroup.com. (Reference to this "uniform resource
locator" or "URL" is made as an inactive textual reference for informational
purposes only. The information found at this website is not incorporated by
reference into this document.)
Furthermore, you will find a summary of significant differences between
Allianz AG's corporate governance practices and the NYSE corporate governance
standards at the Allianz Group's homepage under www.allianzgroup.com. (Reference
to this "uniform resource locator" or "URL" is made as an inactive
185
textual reference for informational purposes only. The information found at this
website is not incorporated by reference into this document.)
MANAGEMENT BOARD
The management board of Allianz AG currently consists of ten members. Under
the articles of association of Allianz AG, the supervisory board determines the
size of the management board, although it must have at least two members. Under
the articles of association, Allianz AG may be legally represented by two
members of the management board or by one member of the management board and the
holder of a general commercial power of attorney (Prokura), which entitles its
holders to carry out all legal acts and transactions on behalf of Allianz AG. In
addition, pursuant to a filing with the commercial register in Munich, Allianz
AG may also be represented by two holders of a general commercial power of
attorney. The supervisory board represents Allianz AG in connection with
transactions between a member of the management board and Allianz AG. To the
extent that a supervisory board committee is entitled to decide on a specific
matter in lieu of the supervisory board, the right of representing Allianz AG
vis-a-vis the management board in that matter can be transferred to the relevant
supervisory board committee.
The supervisory board appoints the members of the management board. The
initial term of the members of the management board is generally limited to
three years. Each member may be reappointed or have his term extended by the
supervisory board for one or more terms of up to five years each. The initial
appointment or the reappointment of members of the management board attaining
the age of 60 is generally limited to terms of one year. Members of the
management board must resign from office at the end of the fiscal year in which
they attain the age of 65. The supervisory board may remove a member of the
management board prior to the expiration of his term for good cause, for example
in the case of a serious breach of duty or a bona fide vote of no confidence by
the general meeting. A member of the management board may not deal with, or vote
on, matters relating to proposals, arrangements or contractual agreements
between himself and Allianz AG and may be liable to Allianz AG if he has a
material interest in any contractual agreement between Allianz AG and a third
party which was not disclosed to, and approved by, the supervisory board. The
management board has adopted its own internal rules of procedure.
The management board regularly reports to the supervisory board on the
business of Allianz AG. According to the internal rules of procedure of the
supervisory board, the management board requires the consent of the supervisory
board for certain transactions, primarily, share capital measures and
acquisitions or divestitures of companies or shareholdings in companies of a
significant volume.
186
The current members of the management board, their areas of responsibility,
the year in which each member was first appointed, the year in which the term of
each member expires, and the principal supervisory or management board
memberships outside the Allianz Group, respectively, are as follows:
YEAR FIRST YEAR CURRENT
NAME AREA OF RESPONSIBILITY APPOINTED TERM EXPIRES PRINCIPAL OUTSIDE BOARD MEMBERSHIPS
---- ---------------------- ---------- ------------ -----------------------------------
Michael Diekmann......... Chairman of the 1998 2007 Member of the supervisory Boards of
management board BASF AG, Linde AG (deputy chairman)
and Lufthansa AG
Dr. Paul Achleitner...... Group Finance 2000 2009 Member of the supervisory boards of
Bayer AG, MAN AG, RWE AG and OIAG
Detlev Bremkamp.......... Europe II 1991 2005 Member of the supervisory boards of
ABB AG (Deutschland) and Hochtief
AG
Jan R. Carendi........... Americas 2003 2005 None
Dr. Joachim Faber........ Allianz Dresdner Asset 2000 2009 Member of the supervisory boards of
Management (ADAM) Bayerische Borse AG, Infineon
Technologies AG, and Societa
Metallurgica Italiana S.p.A.
Dr. Reiner Hagemann...... Europe I 1995 2007 Member of the supervisory boards of
E.ON Energie AG, Schering AG and
Steag AG
Dr. Helmut Perlet........ Group Controlling, 1997 2007 None
Financial Risk
Management,
Accounting, Taxes,
Compliance
Dr. Gerhard Rupprecht.... Group Information 1991 2005 Member of the supervisory boards of
Technology, Life Heidelberger Druckmaschinen AG,
Insurance Germany Quelle AG and ThyssenKrupp
Automotive AG
Dr. Herbert Walter....... Allianz Dresdner 2003 2007 Member of the supervisory boards of
Banking Deutsche Borse AG, Banco Popular
Espanol and TSV Munchen von 1860
GmbH & Co.KG aA
Dr. Werner Zedelius...... Growth Markets 2002 2009 Member of the board of directors of
Allianz C.P. Life Insurance Co.
Ltd. and Rosno
The following is a summary of the business experience of the current
members of the management board within the Allianz Group:
Michael Diekmann: Joined the Allianz Group in 1988. From 1996 to 1998 he
was chief executive officer of Allianz Insurance Management Asia-Pacific Pte.
Ltd., Singapore. He became a deputy member in October 1998 and a full member of
the management board of Allianz AG in March 2000. He was appointed chairman of
the management board in April 2003.
Dr. Paul Achleitner: Joined the management board of Allianz AG in January
2000. He was previously chairman of Goldman, Sachs & Co. oHG, Frankfurt, Germany
and a partner of Goldman Sachs Group from 1994 to 1999.
Detlev Bremkamp: Joined the Allianz Group in 1963. He was a deputy member
of the management board of Allianz Versicherung from 1981 to 1982 and a full
member from 1983 to 1987, managing director and general manager of Allianz
Europe Ltd. in Amsterdam from 1987 to 1990, and became a member of the
management board of Allianz AG in 1991.
187
Jan R. Carendi: Became a member of the Management Board of Allianz AG in
May 2003. He previously held a variety of positions at Skandia Insurance Company
Ltd. and other companies of the Skandia Group, including chief executive officer
of Skandia Insurance Company Ltd. and Skandia New Markets Inc. and chief
executive officer of American Skandia Inc.
Dr. Joachim Faber: Joined the Allianz Group in 1997 after holding various
positions at Citibank AG, Frankfurt, Germany (1984-1992), including chairman of
the management board, and Citibank International PLC, London (1992-1997),
including head of capital markets. He was a member of the management board of
Allianz Versicherung from 1997 to 1999 and became a member of the management
board of Allianz AG in January 2000.
Dr. Reiner Hagemann: Joined the Allianz Group in 1977. In 1987, he became
a deputy member, in 1990 a full member and in 1995 was made chairman of the
management board of Allianz Versicherung. He was a member of the management
board of Allianz Leben from 1991 through 1994 and became a member of the
management board of Allianz AG in 1995.
Dr. Helmut Perlet: Joined the Allianz Group in 1973. He has been head of
the foreign tax department since 1981, head of corporate finance since 1990 and
head of accounting and controlling since 1992. He became a deputy member in July
1997 and a full member of the management board of Allianz AG in January 2000.
Dr. Gerhard Rupprecht: Joined the Allianz Group in 1979. In January 1989,
he became a deputy member, and in January 1991 a full member, and in October
1991 was appointed chairman, of the management board of Allianz Leben. He became
a member of the management board of Allianz AG in October 1991.
Dr. Herbert Walter: Held various positions at Deutsche Bank AG since 1983,
including chairman of the business segment Private & Business Clients and
speaker of the management board of Deutsche Bank 24. Since 2002, he was a member
of the Group Executive Committee of Deutsche Bank group as well as Global Head
of Private & Business Clients. He became a member of the management board of
Allianz AG on March 19, 2003, and became the Chairman of the management board of
Dresdner Bank AG effective March 25, 2003.
Dr. Werner Zedelius: Joined the Allianz Group in 1987. After various
positions in branch offices and in the headquarters of Allianz AG, he was
General Manager Finance and member of the board of directors of Cornhill
Insurance PLC in London from 1996 until 1999. Dr. Zedelius became a member of
the management board of Allianz AG on January 1, 2002.
The members of the management board may be contacted at the business
address of Allianz AG.
SUPERVISORY BOARD
In accordance with the articles of association of Allianz AG and the German
Co-determination Act (Mitbestimmungsgesetz), the supervisory board of Allianz AG
consists of 20 members, ten of whom are elected by the shareholders and ten of
whom are elected by the employees of the German companies of the Allianz Group.
Three of the employee representatives are representatives of the trade unions
represented in the Allianz Group in Germany. The general meeting may remove any
supervisory board member it has elected by a simple majority of the votes cast.
The employee representatives may be removed with a majority of three-quarters of
the votes cast by those employees who elected them. In addition, any member of
the supervisory board may resign by written notice to the management board.
The supervisory board has a quorum when all members of the supervisory
board were invited or requested to participate in a decision and either ten or
more members, including the chairman of the supervisory board, or, when the
chairman of the supervisory board is not present, fifteen or more members,
participate in a decision before the supervisory board. Except where a different
majority is required by law or the articles of association of Allianz AG, the
supervisory board acts by simple majority of the votes cast. In
188
the case of any deadlock, the chairman has the deciding vote. The supervisory
board meets at least twice each half-year. Its main functions are:
- to monitor the management of Allianz AG;
- to appoint the members of the management board; and
- to approve matters in areas where such approval is required by German law
or which the supervisory board has made generally or in the individual
case subject to its approval. See "-- Management Board."
In addition, supervisory boards of German insurance companies are tasked
with the appointment of the auditors.
The supervisory board has established a Standing Committee, an Audit
Committee, a Personnel Committee and a Mediation Committee.
Standing Committee. The Standing Committee, which comprises the chairman
of the supervisory board, his deputy and three additional members elected by the
supervisory board, may approve or disapprove certain transactions of Allianz AG
to the extent that such transactions do not fall under the competency of any
other committee or are required to be decided by plenary meeting of the
supervisory board. The Standing Committee examines the corporate governance of
Allianz AG, drafts the declaration of compliance and examines the efficiency of
the work of the supervisory board. In addition, it determines the guest status
of non-members who wish to attend supervisory board meetings as well as changes
in form to the articles of association. The Standing Committee held four
meetings in 2003. The members of the Standing Committee are Dr. Henning
Schulte-Noelle as chairman, Norbert Blix, Dr. Gerhard Cromme, Peter Haimerl and
Dr. Manfred Schneider.
Audit Committee. The Audit Committee, established in September 2002,
comprises five members elected by the supervisory board. The Audit Committee
prepares the decisions of the supervisory board about the Allianz Group's annual
financial statements, the consolidated financial statements and the appointment
of the auditors and ascertains the independence of the auditors. Furthermore,
the Audit Committee assigns the mandate to the auditors, sets priorities for the
audit and determines the compensation of the auditors. In addition, it examines
the quarterly reports. After the end of the fiscal year, the Audit Committee
examines the Allianz Group's annual financial statements and the consolidated
financial statements, examines the risk monitoring system and discusses the
auditor's report with the auditors. The Audit Committee held five meetings in
2003. The members of the Audit Committee are Dr. Manfred Schneider as chairman,
Dr. Gerhard Cromme, Prof. Dr. Rudolf Hickel, Frank Ley and Dr. Henning
Schulte-Noelle.
Personnel Committee. The Personnel Committee consists of the chairman of
the supervisory board and two other members elected by the supervisory board. It
prepares the appointment of members of the management board. In addition, it
tends to on-going personnel matters of the members of the management board
including their membership on boards of other companies, the payments they
receive and the structure of group equity incentives. See "-- Stock-based
Compensation Plans -- Group Equity Incentive (GEI) Plans." The Personnel
Committee held four meetings in 2003. The members of the Personnel Committee are
Dr. Henning Schulte-Noelle as chairman, Norbert Blix and Dr. Gerhard Cromme.
Mediation Committee. The Mediation Committee consists of the chairman of
the supervisory board and his representative elected according to the rules of
the German Co-determination Act of 1976, one member elected by the employees and
one member elected by the shareholders. Under sec. 27(3) of the German Co-
determination Act, the Mediation Committee is charged with the solution of
conflicts in the appointment of members of the management board. If the
supervisory board in a vote on the appointment or recall of a member of the
management board fails to obtain the required majority, the Mediation Committee
has to present a proposal to the supervisory board. There arose no need for the
Mediation Committee to meet in 2003. The members of the Mediation Committee are
Dr. Henning Schulte-Noelle as chairman, Norbert Blix and Hinrich Feddersen. A
fourth member will be elected in September 2004.
189
Each member of the supervisory board is generally elected for a fixed term,
which expires at the end of the general meeting at which the shareholders
discharge the members of the supervisory board in respect of the fourth fiscal
year after the beginning of the term. The fiscal year in which the members of
the supervisory board are first elected is not considered. Supervisory board
members may be reelected.
The current members of the supervisory board of Allianz AG, their principal
occupations, the year in which each member first served on the supervisory
board, the year in which the current term of each member expires and principal
memberships in statutory supervisory boards of each member outside the Allianz
Group, respectively, are as follows:
YEAR FIRST YEAR CURRENT PRINCIPAL OUTSIDE BOARD
NAME PRINCIPAL OCCUPATION APPOINTED TERM EXPIRES MEMBERSHIPS
---- -------------------- ---------- ------------ ------------------------
Dr. Henning Schulte-Noelle,
Chairman(1).................. Former chairman of the 2003 2008 Member of the
management board of supervisory boards of
Allianz AG E.ON AG, Siemens AG and
ThyssenKrupp AG
Norbert Blix, Deputy
Chairman(2).................. Employee, Allianz 1997 2008 None
Versicherungs-AG
Dr. Wulf H. Bernotat(1)........ Chairman of the 2003 2008 Member of the management
management board of E.ON boards of E.ON AG
AG (chairman), Ruhrgas AG,
Metro AG, RAG
Aktiengesellschaft,
Powergen Limited
(Chairman) and Sydkraft
(Chairman)
Dr. Diethart Breipohl(1)....... Former member of the 2000 2008 Member of the
management board of supervisory boards of
Allianz AG Beiersdorf AG,
Continental AG,
KarstadtQuelle AG, KM
Europa Metal AG
(chairman), and Credit
Lyonnais
Bertrand Collomb(1)............ President du Conseil 1998 2008 Member of the board of
d'Administration Lafarge directors of ATCO Ltd.
and Member of the
Conseil d'Administration
of Total and Vivendi
Universal.
Dr. Gerhard Cromme(1).......... Chairman of the 2001 2008 Member of the
supervisory board of supervisory boards of
ThyssenKrupp AG ThyssenKrupp AG
(chairman), Axel
Springer Verlag
Aktiengesellschaft,
Siemens AG, Deutsche
Lufthansa AG, E.ON AG,
Ruhrgas AG, Volkswagen
AG, Suez S.A. and BNP
Paribas.
Claudia Eggert-Lehmann(2)...... Employee, Dresdner Bank 2003 2008 None
AG
190
YEAR FIRST YEAR CURRENT PRINCIPAL OUTSIDE BOARD
NAME PRINCIPAL OCCUPATION APPOINTED TERM EXPIRES MEMBERSHIPS
---- -------------------- ---------- ------------ ------------------------
Hinrich Feddersen(2)........... Member of the federal 2001 2008 Member of the
steering committee of supervisory boards of
ver.di (Vereinte Deutscher Ring
Dienstleistungs- Lebensversicherungs AG
gewerkschaft) and Basler Versicherung
Beteiligungsgesellschaft
mbH
Peter Haimerl(2)............... Employee, Dresdner Bank 2001 2008 None
AG; Chairman of the
works council of
Dresdner Bank
Professor Dr. Rudolf
Hickel(2).................... Professor of Finance, 1999 2008 Member of the
University of Bremen supervisory boards of
Salzgitter Stahl und
Technologie AG,
Howaldtswerke Deutsche
Werft AG and Gewoba
Aktiengesellschaft fur
Wohnen und Bauen
Dr. Renate Kocher(1)........... Chairman Institut fur 2003 2008 Member of the
Demoskopie, Allensbach supervisory boards of
MAN AG and BASF AG
Frank Ley(2)................... Employee, Allianz 1993 2008 None
Lebensversicherungs-AG;
Chairman of the works
council of Allianz
Lebensversicherungs-AG
Dr. Max Link(3)................ Employee, Allianz 2004 2008(5) None
Versicherungs-AG
Karl Neumeier(2)............... Employee, Allianz 2003 2008 None
Versicherungs-AG
Sultan Salam(2)................ Employee, Dresdner Bank 2003 2008 None
AG
Dr. Albrecht Schafer(4)........ General Counsel of 2004 2008(5) None
Siemens AG
Dr. Manfred Schneider(1)....... Chairman of the 1998 2008 Member of the
supervisory board of supervisory boards of
Bayer AG Bayer AG (chairman),
DaimlerChrysler AG,
Linde AG (chairman),
METRO AG, RWE AG and TUI
AG
Margit Schoffer(2)............. Employee, Dresdner Bank 2003 2008 None
AG
Dr. Herbert Scholl(1).......... Managing director of 1998 2008 Managing director of
Robert Bosch GmbH Robert Bosch GmbH and
member of the
supervisory board of
BASF AG
Professor Dr. Dennis
Snower(6).................... Professor of Economics, 2004 2005(7) None
University of London
191
---------------
(1) Elected by Allianz AG's shareholders.
(2) Elected by the employees of the German companies of the Allianz Group.
(3) Elected by the employees of the German companies of the Allianz Group as a
substitute member.
(4) Elected by Allianz AG's shareholders as a substitute member.
(5) The term of substitute members expires at the end of the Annual General
Meeting in which a successor of the replaced supervisory board member is
elected and not later than the time at which the regular term of the
replaced supervisory board member would have expired. The term of the
replaced supervisory board member would have expired in 2008.
(6) Appointed by court as substitute member.
(7) It is intended to nominate the substitute member for election at the Annual
General Meeting scheduled for May 4, 2005.
The members of the supervisory board may be contacted at the business
address of Allianz AG.
COMPENSATION OF DIRECTORS AND OFFICERS
Management Board. Total compensation for members of our management board
includes a fixed component (the basic salary) and a variable component.
Beginning in 2002, the variable component consisted of the annual bonus, which
includes individual elements and elements based on company performance, and a
three-year bonus, from which payments to members of the management board can be
made for the first time in 2004.
The total compensation paid by the Allianz Group to the management board
for 2003 was approximately E22.9 million. The compensation allocated to the
management board in 2003 consisted of variable compensation of approximately
E15.5 million and fixed compensation of approximately E7.3 million compared to
E9.5 million and E7.9 million in 2002, respectively.
In addition to these amounts, in 2003 the Allianz Group paid an amount of
approximately E1,1 million to increase pension reserves and reserves for similar
obligations in favor of active members of the management board.
Furthermore, Group Equity Incentives (GEI) were granted by Allianz Group to
members of the management board in the form of stock appreciation rights (SAR)
and restricted stock units (RSU) as described under "-- Stock-based Compensation
Plans -- Group Equity Incentive (GEI) plans". The Group equity incentives were
granted in 2003 for a price of E65.91 (average of the daily closing rate of the
Allianz share in Xetra trading on the 10 trading days following the Annual
General Meeting for fiscal 2002). The value of the rights granted in 2003 was
E9.5 million at the date of grant. Of this total, E4.7 million correspond to the
value of the SAR granted and E 4.8 million to the value of the RSU granted. No
payouts on SAR granted in previous years were made. Outstanding Group Equity
Incentives are valued on a quarterly basis and posted under the Allianz Group
website. For additional information on the appreciation rights held by members
of our management board, see Note 45 to our consolidated financial statements.
See also "-- Stock-based Compensation Plans -- Group Equity Incentive (GEI)
plans" below.
In 2003, pensions and other benefit payments for former members of the
management board amounted to E8.2 million. E4.2 million were set aside in 2003
for compensating the claims of former members of the management board. An amount
of E39.8 million was set aside for current and future pension benefits of former
members of the management board and their beneficiaries.
Supervisory Board. Pursuant to our articles of association, each member of
the supervisory board receives an annual fixed remuneration of E4,000 and in
addition, a remuneration of E500 for every cent by which the dividend per share
declared by the Annual General Meeting exceeds the amount of 15 cents. The
chairman of the supervisory board receives twice, and each vice chairman one and
a half times these amounts. Each member of a supervisory board committee (except
the Mediation Committee and the Audit
192
Committee) receives an additional 25% of these amounts, while the chairman of
these committees receives an additional 50%. Members of the Audit Committee
receive an additional annual fixed remuneration of E30,000, while the chairman
receives an additional E45,000. Members of the supervisory board who served for
only part of the fiscal year receive one twelfth of the annual remuneration for
each initiated month of service. This applies in the same manner to the members
of supervisory board committees. The total annual remuneration of a member of
the supervisory board shall not exceed twice, and the remuneration of the
chairman of the supervisory board shall not exceed three times the sum of the
annual fixed compensation and the additional dividend-related compensation of a
member of the supervisory board who has none of these specific positions.
Allianz AG reimburses all supervisory board members for their out-of-pocket
expenses and the value-added tax payable on these salaries. In addition, Allianz
AG provides insurance coverage and technical support to the supervisory board
members to the extent reasonably adequate to carry out their supervisory board
duties.
BOARD PRACTICES
Allianz AG has entered into service contracts with management board members
providing for a limited benefit upon termination of service prior to the stated
expiration date of a management board member's contract. In such circumstances,
the management board member would receive monthly fixed payments for a further
six months as well as pro rata bonus payments if the conditions for the bonus
payments are fulfilled. If regular pension benefits were to become due during
this time period, they would be credited against these payments. Allianz AG has
not entered into such contracts with supervisory board members.
SHARE OWNERSHIP
As of June 18, 2004, the members of the management board and the
supervisory board held less than 1% of our ordinary shares issued and
outstanding. As of such date, based on our share register, the members of the
management board and the supervisory board held in the aggregate approximately
2,800 ordinary shares of Allianz AG.
EMPLOYEES
As of December 31, 2003, Allianz Group had more than 173,000 employees
worldwide, of whom more than 82,000, or approximately 47.3%, were employed in
Germany. A large number of our German employees are covered by collective
bargaining agreements or similar arrangements. In the past three years, there
have been no work stoppages or strikes at our various sites that have arisen
from collective bargaining disputes or for other reasons which had a material
adverse effect on the Allianz Group's results of operations. We believe that our
employee relations are good.
The following table shows the average number of employees of the Allianz
Group by region for the years ended December 31, 2003, 2002 and 2001.
AT DECEMBER 31,
---------------------------
2003 2002 2001
------- ------- -------
Germany................................................. 82,245 87,398 87,589
Rest of Europe.......................................... 63,538 66,657 61,892
NAFTA................................................... 12,098 12,644 14,722
Rest of World........................................... 15,869 14,952 15,743
------- ------- -------
Total................................................. 173,750 181,651 179,946
======= ======= =======
193
STOCK-BASED COMPENSATION PLANS
GROUP EQUITY INCENTIVE (GEI) PLANS
Group Equity Incentives support the orientation of senior management, and
in particular the Management Board, toward the long-term increase of the value
of the company. In 1999, we introduced Stock Appreciation Rights (SAR) through
which part of the total remuneration is directly tied to the development of the
Allianz share price. In 2003, Restricted Stock Units (RSU) with a 5-year vesting
period were issued for the first time. Allianz senior management worldwide is
entitled to participate in these Group Equity Incentives.
Awards were granted by the respective companies in accordance with uniform
group-wide conditions. The grant price for SAR and RSU applicable for the award
is calculated on the basis of the average daily closing price of the Allianz
share in Xetra trading on the 10 trading days following the Annual General
Meeting of Allianz AG. The grant price for the GEI plan 2004 is E83.47.
The number of SAR and RSU offered is set individually for each participant
and is determined on the basis of the grant price, the economic development of
the value of Allianz AG and the respective responsible company and individual
elements such as fixed remuneration and performance. The volume of rights
granted and thus the potential gain for the participant depends essentially on
the economic performance.
For additional information on our Group Equity Incentive Plans see Note 45
to our consolidated financial statements.
EMPLOYEE STOCK PURCHASE PLANS
Allianz AG offers its shares to qualified employees in Germany and abroad
at favorable conditions within pre-defined timeframes. To be eligible, employees
must have been employed for a minimum period of six continuous months prior to
the share offering and no notice of termination of employment must have been
served. Employees are also subject to certain restrictions on the amount that
may be invested to purchase the shares. Allianz AG and each participating
Allianz Group subsidiary establishes a restricted period of at least one and
maximum five years during which employees may not transfer the shares after
purchasing them. After this period, the shares are not subject to vesting or
other restrictions. The eligible employees of the Allianz Group acquired a total
of 944,625 ordinary shares under such arrangements in 2003.
For additional information on our Employee Stock Purchase Plans, see Note
45 to our consolidated financial statements.
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
MAJOR SHAREHOLDERS
The outstanding capital stock of Allianz AG consists of ordinary shares
without par value that are issued in registered form. Under the articles of
association, each outstanding ordinary share represents one vote. Major
shareholders do not have different voting rights. Based on our share register,
as of June 18, 2004, we had approximately 555,300 registered shareholders, of
which approximately 1,760 were U.S. holders. Based on our share register,
approximately 7.5% of our ordinary shares issued were held by such U.S. holders.
Although our shareholders are generally required when registering to indicate
their respective names, addresses and, in the case of legal entities, whether
they hold on behalf of a third party, many of our ordinary shares may be held of
record by brokers, trustees or other nominal holders who are not required to
provide such information with regard to beneficial holders. As a result, the
number of holders of record or registered U.S. holders may not be representative
of the actual number of beneficial U.S. holders. See also "Directors, Senior
Management and Employees -- Share Ownership."
Under the German Securities Trading Act, holders of voting securities of a
listed German company must notify the German Federal Financial Supervisory
Authority and the company of the level of their holding whenever it reaches,
exceeds or falls below specified thresholds. These thresholds are 5%, 10%, 25%,
50%
194
and 75% of a company's shares. The provisions of the German Securities Trading
Act provide several criteria for attribution of shares.
The following table sets forth information about beneficial ownership of
our ordinary shares as of the indicated date as to each person (or group of
affiliated persons) known by us, through documents filed publicly with the
United States Securities and Exchange Commission (the "SEC"), to own
beneficially more than 5% of the ordinary shares issued and outstanding, and as
adjusted for recent changes in our outstanding ordinary shares. In addition,
where different, we have indicated the percentage ownership provided by such
shareholders in the filings under the new German reporting requirements
discussed above.
OWNERSHIP OWNERSHIP
NUMBER OF ORDINARY REPORTED IN REPORTED IN
SHARES REPORTED IN SEC GERMAN
NAME OF BENEFICIAL OWNER SEC FILINGS FILINGS FILINGS(2)
------------------------ ------------------ ----------- -----------
Munich Re................................... 46,908,267(1) 12.8%(1) 18.1%(3)
---------------
(1) As of December 31, 2003, as reported on February 12, 2004. In its report,
Munich Re stated that such percentage was based on a total number of
366,362,608 outstanding ordinary shares by Allianz as of December 31, 2003,
but did not include ordinary shares of Allianz AG owned by Allianz Group
companies or by HypoVereinsbank.
(2) Percentages have been rounded to a single decimal place.
(3) As reported under the German Securities Trading Act on April 2, 2003.
As of June 18, 2004, 384,718,750 ordinary shares were issued but only
366,734,935 were outstanding, primarily due to the holding of 17,155,008
ordinary shares by Herakles Beteiligungs-Gesellschaft mbH, a wholly owned
Dresdner Bank subsidiary.
Significant changes in the percentage ownership held of record by any of
our major shareholders in the last three years were as follows:
- the share ownership of Munich Re decreased from slightly less than 25% as
of October 2000 to approximately 12.8% of our outstanding ordinary shares
on December 31, 2003, as reported to the SEC on February 12, 2004
- the share ownership of Deutsche Bank as reported to the SEC decreased
from approximately 6.9% as of February 2001 to 3.4% as of June 30, 2003;
and
- the share ownership of HypoVereinsbank as reported under German law
decreased from approximately 6.8% as of October 2000 to less than 5% in
2002.
RELATED PARTY TRANSACTIONS
Allianz Group companies maintain various types of business relations
(particularly in the area of insurance, banking and asset management) to related
enterprises. Those relations are based on ordinary market terms. In particular,
the business relations with associated companies which are active in the
insurance business take on various forms and may also include special service,
computing, reinsurance, cost-sharing and asset management agreements whose terms
are deemed appropriate by management. Similar relationships may exist with
pension funds, foundations, joint ventures and companies which provide services
to Allianz Group companies.
The following report relates to material business relationships with
associated enterprises and enterprises in which the Allianz Group held ownership
interest between 10% and 20% during the last fiscal year and enterprises which
held such ownership interest in Allianz AG.
MUNCHENER RUCKVERSICHERUNGS-GESELLSCHAFT AKTIENGESELLSCHAFT
At the beginning of fiscal year 2003 the ownership interest of Allianz
Group in Munich Re's share capital was above 20%. The ownership interest was
reduced in the course of the first quarter 2003 to below
195
20%. As a result, Munich Re was as of that time no longer an associated company
of the Allianz Group. During the course of fiscal 2003 Allianz Group further
reduced its ownership interest in Munich Re and as of December 31, 2003 held
only approximately 12.4% of Munich Re's share capital. On March 2, 2004 a
further reduction of ownership interest occurred as a result of the exchange of
the MILES-bond in Munich Re shares so that Allianz Group's ownership interest in
Munich Re's share capital was reduced to 9.4%. Pursuant to German insurance
group solvency rules, Allianz's interest in Munich Re is no longer considered as
a participation.
Munich Re has also reduced its ownership interest in Allianz AG during 2003
and as of December 31, 2003 Munich Re held 12.2% of Allianz AG's share capital.
Taking into account the treasury shares held by Allianz Group as of this date
this corresponds to an ownership percentage of 12.8%.
The relationship between Allianz AG and Munich Re was set forth in the past
in the so-called Principles of Cooperation of May 2000. After several
transactions during 2001 and 2002, including the reduction of mutual
participation in each other and the mutual participations in other insurance
companies, this contract became irrelevant and was formally canceled with effect
from December 31, 2003. Also, mutual board interlocks had been terminated.
Certain reinsurance relationships between both enterprises will continue.
Furthermore, a continuing quota share agreement provides that Munich Re shall
provide reinsurance for 10.5% of the gross self-retention of the insurance
business of the companies of Allianz's German Property -- Casualty Group via
Allianz AG. According to an agreement dated December 2001 the mutually ceded
reinsurance volume is to be adjusted on a step-by-step basis by 2008. The
reinsurance relationship between Munich Re and Allianz Leben will also continue
on the basis of the old agreements until 2010. In addition, a variety of
reinsurance and retrocession agreements exists between specific subsidiaries of
the Allianz Group and Munich Re which determine which insurance business the
Munich Re Group or the Allianz Group will receive. The conditions of those
reinsurance arrangements between the Groups are subject to arms-length, third
party-terms.
In 2003, the Allianz Group ceded to and assumed from companies of the
Munich Re Group total premiums of E2,250 million and E650 million, respectively.
In April 2001, the Allianz Group, Dresdner Bank (an Allianz Group
subsidiary as of July 2001), a Dresdner Bank subsidiary and others entered into
a series of transactions whereby Allianz Group provided Munich Re shares to be
delivered to ERGO Versicherungsgruppe AG (Ergo) shareholders in connection with
Munich Re's acquisition of the minority interest of Ergo pursuant to the public
cash and share offers described below. The purpose of this transaction,
including all individual agreement components, was to allow Munich Re to acquire
Ergo in July 2001 and at the same time achieve the previously agreed reduction
in cross-shareholdings between the Allianz Group and Munich Re. Additionally,
the transaction structure was designed to come within recently enacted changes
in German tax law which took effect as of January 1, 2002, and under which
capital gains on the disposal of equity interests were treated as tax-free.
The framework agreement for this transaction (the "Ergo Framework
Agreement") was executed by the Allianz Group and all other parties on April 19,
2001, establishing the basic terms of: (i) a public cash tender offer for shares
of Ergo; (ii) parallel share offer by Munich Re for shares of Ergo; (iii) a
series of share lending agreements between DME Umtauschgesellschaft (DME) and
Dresdner Bank, a Dresdner Bank subsidiary and a third-party entity (the "Lending
Agreement"); and (iv) a forward sale agreement between DME and the Allianz
Group, pursuant to which DME acquired Munich Re shares to use, in part, in
repayment of the shares under the Lending Agreement (the "Forward Sale
Agreement").
In accordance with the Ergo Framework Agreement, the Allianz Group delivered
7,065,563 Munich Re shares (an approximate 4% interest of Munich Re) to DME in
July 2001, which were then delivered to Ergo shareholders. In January 2002, DME
acquired 11,213,035 Munich Re shares (an approximate 6.3% interest in Munich Re)
from the Allianz Group via the Forward Sale Agreement. Of the 11,213,035 shares
delivered by the Allianz Group under the Forward Sale Agreement in January 2002,
7,065,563 shares were immediately used by DME, as required by the Ergo Framework
Agreement, to satisfy its return obligation to the Allianz Group under the
Lending Agreement.
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Based on the specific facts and circumstances of this transaction, under
both IFRS and U.S. GAAP, the Allianz Group recorded a sale of the 7,065,563
shares delivered under the Lending Agreement in July 2001 resulting in: (i)
derecognition of the 7,065,563 shares of Munich Re; and (ii) recording a 2001
capital gain of E866 million, before tax and minority interest. The delivery of
the 11,213,135 Munich Re shares under the Forward Sale Agreement in January 2002
was recorded as an inter-Allianz Group transfer of 7,065,563 Munich Re shares
and a sale of the remaining 4,147,472 Munich Re shares resulting in: (i)
derecognition of the 4,147,472 shares of Munich Re; and (ii) recording a 2002
capital gain of E1,317 million.
TERROR RISK INSURANCE COMPANIES
In the aftermath of the terrorist attack of September 11, 2001, terror risk
insurance companies were founded in Germany and Luxembourg to address the
existing shortage of direct insurance and reinsurance coverage for major risks
in the international markets. The shareholders of these companies are a number
of direct insurers and reinsurers, including companies of the Allianz Group. At
December 31, 2003, Allianz Versicherungs-AG held a 16% interest in Deutsche
EXTREMUS Versicherungs-AG (EXTREMUS). EXTREMUS was registered on October 22,
2002, and had equity capital of E57 million. At December 31, 2002, Munich Re
held a 16% interest in EXTREMUS. On the basis of the E10 billion state guarantee
granted by the Federal Republic of Germany, EXTREMUS is able to provide excess
coverage of up to E13 billion for terror risks encountered in Germany. At
December 31, 2003, Allianz AG also held an 18.2% interest in Special Risk
Insurance and Reinsurance Luxembourg S.A. (SRIR). SRIR was registered on April
4, 2002, and has an equity capital of E289 million at December 31, 2003.
LOANS TO MEMBERS OF THE MANAGEMENT BOARD AND THE SUPERVISORY BOARD
In the normal course of business, and subject to applicable legal
restrictions, members of the Management Board and the Supervisory Board had been
granted loans by Dresdner Bank and other Group companies. Such loans are subject
to the usual conditions in the industry. No additional loans were granted in
2002 and 2003. On December 31, 2003, loans to Management Board members granted
in previous years by subsidiaries of Allianz AG amounted to E0.086 million
(2002: E0.5 million).
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ITEM 8. FINANCIAL INFORMATION
CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION
See pages F-1 forward for the consolidated financial statements required by
this item.
LEGAL PROCEEDINGS
GENERAL
Allianz Group companies are involved in legal, regulatory and arbitration
proceedings in Germany and a number of foreign jurisdictions, including the
United States, involving claims by and against them, which arise in the ordinary
course of their businesses, including in connection with their activities as
insurance, banking and asset management companies, employers, investors and
taxpayers. It is not feasible to predict or determine the ultimate outcome of
the pending or threatened proceedings. Management does not believe that the
outcome of these proceedings, including those discussed below, will have a
material adverse effects on the financial position or results of operations of
Allianz Group, after consideration of any applicable reserves.
LITIGATION
In May 2001, a consolidated class action complaint seeking class action
status, In re Deutsche Telekom Securities Litigation, was brought against
Dresdner Bank AG and other defendants in the United States District Court for
the Southern District of New York by purported purchasers of Deutsche Telekom
American Depositary Shares (ADSs). The securities were issued pursuant to a
registration statement filed with the SEC on May 22, 2000 and pursuant to a
prospectus dated June 17, 2000. Dresdner Bank AG, which was one of the
underwriting syndicate's joint global coordinators, was one of the named
defendants. The complaint alleges that the offering prospectus contained
material misrepresentations and/or omissions relating to Deutsche Telekom. In
October 2002, the court granted the plaintiffs' motion for class certification.
The action seeks rescission of the sales and damages in an as yet unspecified
amount. Management of Dresdner Bank AG believes the complaint against Dresdner
Bank AG is without merit.
In July 2002, the German Federal Cartel Office (Bundeskartellamt) commenced
an investigation against several property-casualty insurance companies in
Germany, in connection with alleged coordinated behavior to achieve premium
increases for the commercial and industrial property and liability insurance
business and submitted written charges to several insurance companies, among
them Allianz Versicherungs-AG, on July 19, 2003. Allianz Versicherungs-AG
commented in writing on the charge. A decision of the German Federal Cartel
Office is still outstanding.
In December 2001 the European Commission commenced an investigation
involving several insurance companies operating in London, including a
subsidiary of Allianz AG, in connection with alleged anticompetitive behavior
related to aviation war risk insurance in the London market. It is currently not
possible to predict the outcome of this proceeding.
On November 5, 2001, a lawsuit, Silverstein v. Swiss Re International
Business Insurance Company Ltd., was filed in the United States District Court
for the Southern District of New York against certain insurers an reinsurers,
including a subsidiary of Allianz AG which is now named Allianz Global Risks
U.S. Insurance Company. The complaint seeks a determination that the terrorist
attack of September 11, 2001 on the World Trade Center constituted two separate
occurrences under the alleged terms of various coverages. Allianz Global Risks
U.S. Insurance Company has also filed suit against Silverstein on January 2,
2002, in connection with the coverage issues arising from the September 11, 2001
attack on the World Trade Center. This suit and other related suits have been
consolidated for discovery and other purposes. On January 30, 2003, the court
rejected a motion for assessment by Allianz Global Risks U.S. Insurance Company
and referred this issue to the jury. In June 2004, Allianz Global Risks U.S.
Insurance Company filed again a motion for a summary judgment. Based on the
policy wording of the respective insurance contract, management believes that
Silverstein's claims will not succeed as far as they are based on the theory of
two
198
occurrences. In connection with the terrorist attack of September 11, 2001
Allianz Group recorded net claims expense of approximately E1.5 billion in 2001
for the Allianz Group on the basis of one occurrence. In the event that
liability is premised under a two occurrence theory, Allianz AG estimates that
the Allianz Group may have an additional net exposure of approximately E80
million.
On December 19, 2002, the insolvency administrator of KirchMedia GmbH & Co.
KGaA (KirchMedia) made a formal demand on Dresdner Bank AG to compensate the
insolvency assets (Insolvenzmasse) of Kirch Media for the loss of a 25%
shareholding in the Spanish television group Telecinco. This shareholding had
been pledged by subsidiaries of KirchMedia to Dresdner Bank AG as collateral for
a loan of E500 million from Dresdner Bank to KirchMedia's holding company,
TaurusHolding GmbH & Co. KG (or TaurusHolding). Following TaurusHolding's
default on the loan in April 2002 and insolvency in June 2002, Dresdner Bank AG
enforced its security interest and acquired through a subsidiary the Telecinco
shareholding in a forced auction sale. The insolvency administrator contends
that the pledge was created under circumstances that cause it to be invalid or
void and may initiate legal action against Dresdner Bank AG. The management of
Dresdner Bank AG believes that there is no valid basis for the insolvency
administrator's demand. At the end of June 2004, the 25% shareholding in
Telecinco was placed within Telecinco's initial public offering.
On May 24, 2002, pursuant to a statutory squeeze-out procedure, the general
meeting of Dresdner Bank AG resolved to transfer shares from its minority
shareholders to Allianz AG as principal shareholder in return for payment of a
cash settlement amounting to E51.50 per share. The amount of the cash settlement
was established by Allianz AG on the basis of an expert opinion, and its
adequacy was confirmed by a court-appointed auditor. Some of the former minority
shareholders applied for a court review of the appropriate amount of the cash
settlement in a mediation procedure (Spruchverfahren), which is pending with the
district court (Landgericht) of Frankfurt. Management believes, that a claim to
increase the cash settlement does not exist. In the event that the court were to
determine a higher amount as an appropriate cash settlement, this would affect
all approximately 16 million shares which were transferred to Allianz AG.
On May 6, 2004, the U.S. Securities and Exchange Commission (SEC) filed
civil fraud charges in U.S. federal court against PEA Capital LLC, PA Fund
Management LLC, PA Distributors LLC, all subsidiaries of Allianz Dresdner Asset
Management of America L.P. (ADAM of America), and certain officers concerning
alleged tolerance of market timing. Market timing is the repeated buying and
selling of fund shares to benefit from market movements and as such is generally
not illegal, unless it violates the limitations set out in the respective fund
prospectuses. The suit alleges violations of the U.S. anti-fraud rules and seeks
injunctive and monetary relief. Negotiations with the SEC continue and in that
connection certain ADAM of America subsidiaries have responded to an inquiry
from the SEC concerning the status of the New Jersey consent order (described
below) under a law that bars from the investment advisory business any entities
(and affiliates) that are enjoined from securities law violations. Certain ADAM
of America subsidiaries have entered into the above mentioned consent order with
the Attorney General of the State of New Jersey settling a similar suit brought
in New Jersey state court. Pacific Investment Management Company LLC was
dismissed from that proceeding and so was not a party to that order. Since
February 2004, ADAM of America and many of its U.S. subsidiaries have also been
named as defendants in multiple civil U.S. lawsuits commenced as putative class
actions. Some of these lawsuits relate generally to the same facts that are the
subject of the regulatory proceedings discussed above and some relate to the
utilization of fund portfolio securities commissions for distribution of fund
shares. The outcome of these proceedings cannot be predicted at this stage.
DIVIDEND POLICY
Allianz AG normally declares dividends at the annual general assembly of
shareholders and has historically paid these dividends once a year. Under
applicable German law, dividends may be declared and paid only from balance
sheet profits as shown in the German statutory annual financial statements of
Allianz AG. For each fiscal year, the management board approves the annual
financial statements and submits them to the supervisory board with its proposal
as to the appropriation of the annual profit. This proposal will set forth what
amounts of the annual profit should be paid out as dividends, transferred to
capital reserves, or
199
carried forward to the next fiscal year. Upon approval by the supervisory board,
the management board and the supervisory board submit their combined proposal to
the shareholders at the shareholders' assembly. The general assembly of
shareholders ultimately determines the appropriation of the annual profits,
including the amount of the annual dividends. Shareholders generally participate
in distributions of any dividends in proportion to the number of their ordinary
shares. Any dividends declared by Allianz AG will be paid in Euro.
For information regarding annual dividends paid from 1999 through 2003, see
"Key Information -- Dividends."
SIGNIFICANT CHANGES
For a description of significant developments since the date of the annual
financial statements included in this annual report, see Note 46 to the
consolidated financial statements.
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ITEM 9. THE OFFER AND LISTING
TRADING MARKETS
The principal trading market for the ordinary shares is the Frankfurt Stock
Exchange. The ordinary shares also trade on the other German stock exchanges in
Berlin, Bremen, Dusseldorf, Hamburg, Hanover, Munich and Stuttgart, as well as
the stock exchanges in London, Paris and Zurich. The ADSs of Allianz AG, each
representing one-tenth of an ordinary share, trade on the New York Stock
Exchange under the symbol "AZ." See also "Major Shareholders and Related Party
Transactions -- Major Shareholders."
MARKET PRICE INFORMATION
The table below sets forth, for the periods indicated, the high and low
closing sales prices on the Frankfurt Stock Exchange for the ordinary shares of
Allianz AG as reported by Xetra. The table also shows, for the periods
indicated, the highs and lows of the DAX. See the discussion under "Key
Information -- Exchange Rate Information" for information with respect to rates
of exchange between the U.S. dollar and the Euro applicable during the periods
set forth below.
PRICE PER
ORDINARY
SHARE(1) DAX
------------- -----------------
HIGH LOW HIGH LOW
----- ----- ------- -------
(E)
ANNUAL HIGHS AND LOWS
1999................................................ 313.5 214.5 6,958.1 4,678.7
2000................................................ 399.2 285.9 8,065.0 6,200.7
2001................................................ 358.3 185.8 6,795.1 3,787.2
2002................................................ 257.9 68.1 5,462.6 2,598.0
2003................................................ 101.5 41.1 3,965.2 2,203.0
2004 (through June 18, 2004)........................ 111.2 80.7 4,151.8 3,276.1
QUARTERLY HIGHS AND LOWS
2002
First quarter....................................... 259.5 212.2 5,462.6 4,745.6
Second quarter...................................... 254.1 164.7 5,343.9 4,099.1
Third quarter....................................... 188.1 78.4 4,483.0 2,769.0
Fourth quarter...................................... 109.1 69.4 3,380.2 2,597.9
2003
First quarter....................................... 89.5 41.1 3,157.3 2,203.0
Second quarter...................................... 78.2 43.4 3,304.2 2,450.2
Third quarter....................................... 95.0 69.6 3,668.7 3,146.6
Fourth quarter...................................... 101.5 76.0 3,965.2 3,276.4
2004
First quarter....................................... 111.2 86.2 4,151.8 3,726.1
Second quarter (through June 18, 2004).............. 94.4 80.7 4,134.1 3,754.4
201
PRICE PER
ORDINARY
SHARE(1) DAX
------------- -----------------
HIGH LOW HIGH LOW
----- ----- ------- -------
(E)
MONTHLY HIGHS AND LOWS
2003
October............................................. 92.2 76.0 3,656.0 3,276.6
November............................................ 95.9 88.3 3,797.4 3,638.0
December............................................ 101.5 92.6 3,965.2 3,806.5
2004
January............................................. 111.2 97.6 4,151.8 3,995.9
February............................................ 106.9 100.2 4,141.5 3,991.4
March............................................... 101.3 86.2 4,146.0 3,726.1
April............................................... 94.4 88.5 4,134.1 3,924.9
May................................................. 90.9 80.7 4,022.1 3,754.4
June (through June 18, 2004)........................ 87.7 83.5 4,021.6 3,864.2
---------------
(1) Adjusted to reflect the capital increase in April 2003.
On June 18, 2004, the closing sale price per Allianz AG ordinary share on
XETRA was E86.91, which was equivalent to $105.49 per ordinary share, translated
at the closing buying rate for Euros on such date.
Based on turnover statistics supplied by Bloomberg, the average daily
volume of the ordinary shares of Allianz AG traded on the Frankfurt Stock
Exchange (XETRA) between January 2, 2004 and June 18, 2004 was 2,750,247.
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TRADING ON THE NEW YORK STOCK EXCHANGE
Official trading of Allianz AG ADSs on the New York Stock Exchange
commenced on November 3, 2000. Allianz AG ADSs trade under the symbol "AZ."
The following table sets forth, for the periods indicated, the high and low
closing sales prices per Allianz AG ADS as reported on the New York Stock
Exchange Composite Tape:
PRICE PER
ADS
-----------
HIGH LOW
---- ----
($)
ANNUAL HIGHS AND LOWS
2000 (from November 3, 2000)................................ 37.5 33.4
2001........................................................ 37.6 18.7
2002........................................................ 25.2 7.5
2003........................................................ 12.7 5.0
2004 (until June 18, 2004).................................. 14.0 9.6
QUARTERLY HIGHS AND LOWS
2002
First quarter............................................... 25.2 20.7
Second quarter.............................................. 25.1 17.9
Third quarter............................................... 20.4 8.6
Fourth quarter.............................................. 12.3 7.5
2003
First quarter............................................... 10.5 5.0
Second quarter.............................................. 9.3 5.3
Third quarter............................................... 10.6 8.2
Fourth quarter.............................................. 12.7 9.0
2004
First quarter............................................... 14.0 10.6
Second quarter (until June 18, 2004)........................ 11.4 9.6
MONTHLY HIGHS AND LOWS
2003
October..................................................... 10.8 9.0
November.................................................... 11.2 10.5
December.................................................... 12.7 11.3
2004
January..................................................... 14.0 12.5
February.................................................... 13.7 12.6
March....................................................... 12.6 10.6
April....................................................... 11.4 10.5
May......................................................... 10.9 9.6
June (until June 18, 2004).................................. 10.8 10.2
On June 18, 2004, the closing sales price per Allianz AG ADS on the New
York Stock Exchange as reported on the New York Stock Exchange Composite Tape
was $10.54.
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ITEM 10. ADDITIONAL INFORMATION
ARTICLES OF ASSOCIATION
Information relating to Allianz AG's articles of association is
incorporated in this annual report by reference to Allianz AG's Registration
Statement on Form 20-F (File No. 1-15154) as filed with the SEC on October 31,
2000. Allianz AG's current articles of association are filed as an exhibit to
this annual report.
ORGANIZATION
Allianz AG is a stock corporation organized in the Federal Republic of
Germany under the German Stock Corporation Act. It is registered in the
Commercial Register in Munich, Germany under the entry number HR B 7158.
The share capital of Allianz AG consists of ordinary shares without par
value. As of June 18, 2004, the capital stock of Allianz AG amounts to E
984,880,000. It is sub-divided into 384,718,750 no-par shares, of which
366,734,935 shares were outstanding. See also "Major Shareholders and Related
Party Transactions -- Major Shareholders."
OBJECTS AND PURPOSES
Pursuant to article 1, paragraph 2 of our articles of association the
purpose of the Company is the direction of an international group of companies
that are active in the areas of insurance, banking, asset management and other
financial, consulting and similar services, and to hold ownership interests in
insurance companies, banks, industrial companies, investment companies and other
companies. As a reinsurer, Allianz AG primarily assumes insurance business from
Allianz Group companies and other companies in which Allianz AG holds ownership
interests.
Copies of the articles of association are publicly available from the
Commercial Register in Munich. German- and English-language versions are
available at our headquarter and at our website. An English translation has been
filed with the Securities and Exchange Commission in the United States.
CONDITIONS GOVERNING CHANGES IN CAPITAL
Allianz AG has several categories of authorized capital, which are set
forth in its articles of association. At the Annual General Meeting on May 5,
2004, the shareholders approved the following authorized capital for issuance of
new registered shares by the management board, upon the approval of the
supervisory board:
- Up to E450,000,000 in the aggregate on one or more occasions on or before
May 4, 2009 by issuing new registered no-par shares against contributions
in cash and/or in kind (Authorized Capital 2004/1), of which an amount of
E450,000,000 remain as of June 18, 2004. If the capital stock is
increased against contributions in cash, the shareholders are to be
granted preemptive rights. However, the management board is authorized,
upon the approval of the supervisory board, to exclude shareholders'
preemptive rights:
(i) for fractional amounts;
(ii) if necessary to grant preemptive rights on new shares to holders of
bonds issued by Allianz AG or its Group companies that carry conversation
or option rights or conversation obligations to such an extent as such
holders would be entitled after having exercised their conversation or
option rights after any conversation obligations have been fulfilled; and
(iii) if the issue price is not substantially lower than the market
price, subject to certain additional limitations in accordance with the
German Stock Corporation Act.
- Furthermore, the management board is authorized, upon the approval of the
supervisory board, to exclude shareholders' preemptive rights in the case
of a capital increase against contributions in kind. The management board
is also authorized, upon the approval of the supervisory board, to
determine the additional rights of the shares and the conditions of their
issuance.
204
- Up to E10,000,000 in the aggregate on one or more occasions on or before
May 4, 2009 by issuing new registered no-par shares against contributions
in cash (Authorized Capital 2004/II), of which amount E10,000,000 remain
as of June 18 2004. The management board is authorized, upon the approval
of the supervisory board:
(i) to exclude shareholders' preemptive rights in order to issue the new
shares to the employees of Allianz AG and Allianz Group companies;
(ii) to exclude preemptive rights with respect to fractional amounts; and
(iii) to determine the additional rights of these shares and the
conditions of their issuance.
The shareholders have conditionally increased the share capital by an
aggregate amount of E250,000,000.00 through issuance of up to 97,656,250 new
registered no-par shares (Conditional Capital 2004). The conditional capital
increase shall be carried out only to the extent that conversation or option
rights are exercised by holders of bonds that Allianz AG or its Group companies
have issued against payment in cash pursuant to the authorization approved by
the Annual General Meeting on May 5, 2004, or to the extent that mandatory
conversion obligations are fulfilled, and insofar as no other methods of
servicing these rights are used.
With respect to purchases of our own ordinary shares, see Note 13 to our
consolidated financial statements.
CAPITAL INCREASE
In April 2003, by way of a rights offering, we raised approximately E4.4
billion, based on a subscription price of E38.00 per share, resulting in net
proceeds of approximately E4.3 billion after deduction of the commission payable
to the underwriters. We increased our issued share capital by E300,000,000 to
E982,408,000 by issuing 117,187,500 new no-par value shares with full dividend
entitlement for the 2003 fiscal year. For further information regarding capital
increases see also Note 13 to our consolidated financial statements.
MATERIAL CONTRACTS
For information on material contracts to which Allianz AG or any of its
subsidiaries was a party in the preceding two years, see "Major Shareholders and
Related Party Transactions -- Related Party Transactions."
EXCHANGE CONTROLS
Germany does not generally restrict capital movements between Germany and
other countries, institutions or persons.
For statistical purposes, subject to certain exceptions, each company or
person domiciled in Germany is required to report to the German Bundesbank each
payment received from or made to a company or person not domiciled in Germany in
excess of E12,500 (or an equivalent amount in a foreign currency). Moreover, all
claims and liabilities of a company or person domiciled in Germany against or
towards a company or person not domiciled in Germany in excess of E5 million (or
an equivalent amount in a foreign currency) are required to be reported monthly
to the German Bundesbank.
Other than as described above, there is no limitation on the right of
non-resident or foreign owners to receive dividends or other payments relating
to the ordinary shares or the ADSs permitted or granted by German law. Various
national, state and other laws relating to the acquisition of "control" of
Allianz AG's insurance and banking subsidiaries may impose limitations on the
ability to acquire ordinary shares or ADSs beyond specified thresholds. In
addition, some national laws may authorize investigation of certain money
transfers. See "Information on the Company and Operating and Financial Review
and Prospects -- Regulation and Supervision -- Acquisition Control Matters."
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TAXATION
GERMAN TAXATION
The following discussion is a summary of the material German tax
consequences for beneficial owners of shares or ADSs who are (i) not German
residents for German income tax purposes (i.e., persons whose residence,
habitual abode, statutory seat or place of effective management and control is
not located in Germany) and (ii) whose shares do not form part of the business
property of a permanent establishment or fixed base in Germany. Throughout this
section we refer to these owners as "Non-German Holders."
This summary is based on German tax laws and typical tax treaties to which
Germany is a party as they are in effect on the date hereof and is subject to
changes in German tax laws or such treaties. This summary also reflects changes
resulting from the Bill on the Reduction of Tax Privileges approved by German
legislature in April 2003, which largely became effective immediately, and a
package of several tax laws (which we refer to as the German Tax Reform 2004)
approved by the German legislature in December 2003. The changes out of the
German Tax Reform 2004 were implemented effective January 1, 2004. Several of
these changes are to be applied retroactively.
The following discussion does not purport to be a comprehensive discussion
of all German tax consequences which may be relevant for Non-German Holders. You
should consult your tax advisor regarding the German federal, state and local
tax consequences of the purchase, ownership and disposition of shares or ADSs
and the procedures to follow for the refund of German taxes withheld from
dividends.
TAXATION OF THE COMPANY IN GERMANY
German corporations with a fiscal year that equals the calendar year,
including Allianz AG, have been subject to a corporate income tax rate of 26.5%
in 2003. The solidarity surcharge of 5.5% on the net assessed corporate income
tax has been retained in 2003, so that the corporate income tax and the
solidarity surcharge, in the aggregate, amount to approximately 27.96%. For the
year 2004, the corporate income tax rate amounts to 25% plus the solidarity
surcharge of 5.5% on the net assessed corporate income tax, so that the
corporate income tax and the surcharge, in the aggregate, will amount to
approximately 26.38%.
In addition, German corporations are subject to profit-related trade tax on
income, the exact amount of which depends on the municipality in which the
corporation maintains its business establishment(s). Trade tax on income is a
deductible item in computing the corporation's tax base for corporate income tax
purposes.
From 2004 onwards, tax losses carried forward can be used to offset against
taxable profits of a period for an amount not exceeding E1 million. Taxable
profits exceeding E1 million may only be set off by 60% against tax losses
brought forward from prior periods. Unutilized tax losses can be carried forward
without any time limitation.
TAXATION OF DIVIDENDS
Germany has a classic corporate tax system, which applied for the first
time to dividend distributions paid by Allianz AG in 2002 for the financial year
2001. The former corporate income tax credit system has been abolished. Certain
transition rules apply in connection with the change from the corporate income
tax credit system to the classic corporate tax system.
Under the new system, a tax credit is no longer attached to the dividends.
To avoid multiple levels of taxation in a corporate chain, the law provides for
an exemption comparable to a full dividend received deduction for
inter-corporate dividends at the level of a German corporate shareholder.
However, from 2004 onwards, 5% of the gross dividend is considered non tax
deductible expense on each level of a corporate chain for corporate tax as well
as for trade tax purposes. German resident individuals are required to recognize
50% of the dividends received as taxable income. Dividends received from
non-qualifying participations, which are participations of less than 10%, are
subject to trade tax on income in full amount.
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IMPOSITION OF WITHHOLDING TAX
Dividend distributions on or after January 1, 2002 by a German corporation
with a calendar year fiscal year are subject to a 20% withholding tax. In
addition, a solidarity surcharge at a rate of 5.5% on the withholding tax is
levied, resulting in an aggregate rate of withholding tax of 21.1% of the
declared dividend. The withholding tax is generally withheld irrespective of
whether and to what extent the dividend distribution is exempt at the level of
the holder.
If you are a Non-German Holder, the withholding tax rate may be reduced in
accordance with an applicable income tax treaty. Under most income tax treaties
to which Germany is a party, including the U.S.-German income tax treaty, the
rate of dividend withholding tax for individual holders and corporate holders of
a non-qualifying participation is reduced to 15%. In that case, the Non-German
Holder eligible for the reduced treaty rate may apply for a refund of 6.1% of
the declared dividend for dividend distributions paid on or after January 1,
2002 by Allianz AG. The application for refund must be filed with the German
Federal Tax Office (Bundesamt fur Finanzen, Friedhofstrasse 1, D-53225 Bonn,
Germany). The relevant forms can be obtained from the German Federal Tax Office
or from German embassies and consulates.
REFUND PROCEDURE FOR U.S. SHAREHOLDERS
For shares and ADSs kept in custody with The Depository Trust Company in
New York or one of its participating banks, the German tax authorities have
introduced a collective procedure for the refund of German dividend withholding
tax and the solidarity surcharge thereon on a trial basis. Under this procedure,
The Depository Trust Company may submit claims for refunds payable to eligible
U.S. holders (as defined below) under the income tax convention between Germany
and the United States, as currently in effect (the "Treaty") collectively to the
German tax authorities on behalf of these eligible U.S. holders. The German
Federal Tax Office will pay the refund amounts on a preliminary basis to The
Depository Trust Company, which will redistribute these amounts to the eligible
U.S. holders according to the regulations governing the procedure. The German
Federal Tax Office may review whether the refund was made in accordance with the
law within four years after making the payment to The Depository Trust Company.
Details of this collective procedure are available from The Depository Trust
Company.
You are an "eligible U.S. holder" if you are a U.S. holder (as defined
below under "-- United States Taxation") that:
- is a resident of the United States for purposes of the Treaty;
- does not maintain a permanent establishment or fixed base in Germany to
which the ordinary shares or ADSs are attributable and through which you
carry on or have carried on business (or, in the case of an individual,
perform or have performed independent personal services); and
- is otherwise eligible for benefits under the Treaty with respect to
income and gain from the ordinary shares or ADSs.
Individual claims for refunds may be made on a special German form which
must be filed with the German Federal Tax Office at the address noted above.
Copies of such form may be obtained from the German Federal Tax Office at the
same address or from the Embassy of the Federal Republic of Germany, 4645
Reservoir Road, N.W., Washington, D.C. 20007-1998. Claims must be filed within a
four-year period from the end of the calendar year in which the dividend was
received. Holders who are entitled to a refund in excess of E150 for the
calendar year generally must file their refund claims on an individual basis.
However, the custodian bank may be in a position to make refund claims on behalf
of such holders.
As part of the individual refund claim, an eligible U.S. holder must submit
to the German tax authorities the original bank voucher (or a certified copy
thereof) issued by the paying agent documenting the tax withheld, and an
official certification on IRS Form 6166 of its last United States federal income
tax return. IRS Form 6166 may be obtained by filing a request with the Internal
Revenue Service Center in Philadelphia, Pennsylvania, Foreign Certification
Request, P.O. Box 16347, Philadelphia, PA 19114-0447. Requests for certification
must include the eligible U.S. holder's name, Social Security or Employer
Identification Number,
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tax return form number, and tax period for which the certification is requested.
Requests for certifications can include a request to the Internal Revenue
Service to send the certification directly to the German tax authorities. If no
such request is made, the Internal Revenue Service will send a certification on
IRS Form 6166 to the eligible U.S. holder, who then must submit this document
with his refund claim.
TAXATION OF CAPITAL GAINS
Under German domestic tax law as in effect in 2003, capital gains derived
on or after January 1, 2002 by a Non-German Holder from the sale or other
disposition of shares or ADSs are subject to tax in Germany only if such
Non-German Holder has held, directly or indirectly, shares or ADSs representing
1% or more of the registered share capital of the company at any time during the
five-year period immediately preceding the disposition. In computing the
relevant size of a Non-German Holder's shareholding, shareholdings already
existing prior to the effective date of the German Tax Reduction Act (approved
by the German legislature in July 2000) are also taken into account. Corporate
Non-German Holders are exempt from German tax on capital gains derived on or
after January 1, 2002 from the sale or other disposition of shares or ADSs in a
German corporation with a fiscal year that equals the calendar year. However,
from 2004 onwards, 5% of the net capital gain are considered as non tax
deductible expense for purposes of corporate income tax as well as trade tax on
income. Half of the capital gains realized by the individual Non-German Holders
are subject to German individual income tax plus a 5.5% solidarity surcharge.
U.S. holders that qualify for benefits under the Treaty are exempt in
Germany under the Treaty on capital gains derived from the sale or disposition
of shares or ADSs.
INHERITANCE AND GIFT TAX
Under German law, German gift or inheritance tax will be imposed on
transfers of shares or ADSs by a Non-German Holder at death or by way of gift,
if
(i) the decedent or donor, or the heir, donee or other transferee has
his residence in Germany at the time of the transfer or with respect to
German citizens who are not resident in Germany, if the decedent or donor,
or the heir, donee or other transferee has not been continuously outside of
Germany for a period of more than five years; or
(ii) the shares or ADSs subject to such transfer form part of a
portfolio which represents 10% or more of the registered share capital of
the company and has been held, directly or indirectly, by the decedent or
donor, respectively, himself or together with related parties.
The right of the German government to impose inheritance or gift tax on a
Non-German Holder may be further limited by an applicable estate tax treaty
(such as the U.S.-German Inheritances and Gifts Tax Treaty of December 3, 1980).
OTHER TAXES
No German transfer, stamp or similar taxes apply to the purchase, sale or
other disposition of shares or ADSs by a Non-German Holder. Currently, net worth
tax is not levied in Germany.
UNITED STATES TAXATION
This section describes the principal United States federal income tax
consequences of owning ordinary shares or ADSs. It applies to you only if you
hold your ordinary shares or ADSs as capital assets for tax purposes. This
section does not address all material tax consequences of owning ordinary shares
or ADSs. It does not address special classes of holders, some of whom may be
subject to other rules, including:
- dealers in securities or currencies;
- tax-exempt entities;
- life insurance companies;
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- broker-dealers;
- traders in securities that elect to use a mark-to-market method of
accounting for their securities holdings;
- investors liable for alternative minimum tax;
- investors that actually or constructively own 10% or more of the voting
stock of Allianz AG;
- investors that hold ordinary shares or ADSs as part of a straddle or a
hedging or conversion transaction; or
- investors whose functional currency is not the U.S. dollar.
This section is based on the Internal Revenue Code of 1986, as amended, its
legislative history, existing and proposed regulations, and published rulings
and court decisions, all as currently in effect, as well as on the Treaty. These
laws are subject to change, possibly on a retroactive basis.
In addition, this section is based in part upon the representations of the
depositary and the assumption that each obligation in the deposit agreement and
any related agreement will be performed in accordance with its terms. In
general, for United States federal income tax purposes, if you hold ADRs
evidencing ADSs, you will be treated as the owner of the shares represented by
those ADSs. Exchanges of shares for ADRs, and ADRs for shares, generally will
not be subject to United States federal income tax.
You are a "U.S. holder" if you are a beneficial owner of ordinary shares or
ADSs and you are, for United States federal income tax purposes:
- a citizen or resident of the United States;
- a domestic corporation;
- an estate whose income is subject to United States federal income tax
regardless of its source; or
- a trust if a United States court can exercise primary supervision over
the trust's administration and one or more United States persons are
authorized to control all substantial decisions of the trust.
You should consult your own tax advisor regarding the United States
federal, state, local, foreign and other tax consequences of owning and
disposing of ordinary shares and ADSs in your particular circumstances. In
particular, you should confirm whether you qualify for the benefits of the
Treaty and the consequences of failing to do so.
TAXATION OF DIVIDENDS
If you are a U.S. holder, the gross amount of any dividend we pay out of
our current or accumulated earnings and profits (as determined for United States
federal income tax purposes) is subject to United States federal income
taxation. If you are a noncorporate U.S. holder, dividends paid to you in
taxable years beginning after December 31, 2002 and before January 1, 2009 that
constitute qualified dividend income will be taxable to you at a maximum tax
rate of 15% provided that you hold the ordinary shares or ADSs for more than 60
days during the 120 day period beginning 60 days before the ex-dividend date and
meet other holding period requirements. A proposed "technical correction" would
change the minimum required holding period, retroactive to January 1, 2003, to
more than 60 days during the 121-day period beginning 60 days before the
ex-dividend date. The Internal Revenue Service announced that is will permit
taxpayers to apply this proposed correction as if such change were already
effective. Dividends we pay with respect to the ordinary shares or ADSs
generally will be qualified dividend income if you meet the holding period
requirement. You must include any German tax withheld from the dividend payment
in this gross amount even though you do not in fact receive it. The dividend is
taxable to you when you, in the case of ordinary shares, or the depositary, in
the case of ADSs, receive the dividend, actually or constructively. The dividend
will not be eligible for the dividends-received deduction generally allowed to
United States corporations in respect of dividends received from other United
States corporations. The amount of the dividend distribution that you must
include in your income as a U.S. holder will be the U.S. dollar value of the
gross dividend
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amount, determined at the spot Euro/U.S. dollar rate on the date the dividend
distribution is includible in your income, regardless of whether the payment is
in fact converted into U.S. dollars. Generally, any gain or loss resulting from
currency exchange fluctuations during the period from the date you include the
dividend payment in income to the date you convert the payment into U.S. dollars
will be treated as ordinary income or loss and will not be eligible for the
special tax rate applicable to qualified dividend income. The currency gain or
loss generally will be income or loss from sources within the United States for
foreign tax credit limitation purposes. Distributions in excess of current and
accumulated earnings and profits, as determined for United States federal income
tax purposes, will be treated as a return of capital to the extent of your basis
in the ordinary shares or ADSs and thereafter as capital gain.
Subject to certain limitations, the German tax withheld in accordance with
German law or the Treaty and paid over to Germany will be creditable against
your United States federal income tax liability. To the extent a refund of the
tax withheld is available to you under German law or under the Treaty, the
amount of tax withheld that is refundable will not be eligible for credit
against your United States federal income tax liability. See "-- German
Taxation -- Refund Procedure for U.S. Shareholders," above, for the procedures
for obtaining a tax refund. Special rules apply in determining the foreign tax
credit limitation with respect to dividends that are subject to the maximum 15%
tax rate.
Dividends constitute income from sources outside the United States, but
generally will be "passive income" or "financial services income" which are
treated separately from other types of income for purposes of computing the
foreign tax credit allowable to you.
TAXATION OF CAPITAL GAINS
If you are a U.S. holder and sell or otherwise dispose of your ordinary
shares or ADSs, you will recognize capital gain or loss for United States
federal income tax purposes equal to the difference between the U.S. dollar
value of the amount that you realize and your tax basis, determined in U.S.
dollars, in your ordinary shares or ADSs. Capital gain of a non-corporate U.S.
holder that is recognized on or after May 6, 2003 and before January 1, 2009 is
generally taxed at a maximum rate of 15% where the holder has a holding period
greater than one year. Gain or loss generally will be treated as arising from
sources within the United States for foreign tax credit limitation purposes.
DOCUMENTS ON DISPLAY
Allianz AG is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended. In accordance with these requirements, Allianz
AG files reports and other information with the Securities and Exchange
Commission. These materials, including this annual report and the exhibits
thereto, may be inspected and copied at the Commission's Public Reference Room
at 450 Fifth Street, N.W., Washington, D.C. 20549. Copies of the materials may
be obtained from the Commission's Public Reference Room at prescribed rates. The
public may obtain information on the operation of the Commission's Public
Reference Room by calling the Commission in the United States at 1-800-SEC-0330.
The Commission also maintains a web site at http://www.sec.gov that contains
reports, proxy statements and other information regarding registrants that file
electronically with the Commission. Allianz AG's annual reports and some of the
other information submitted by Allianz AG to the Commission may be accessed
through this web site. In addition, material filed by Allianz AG can be
inspected at the offices of the New York Stock Exchange at 20 Broad Street, New
York, New York 10005.
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As providers of financial services, we consider risk management one of our
core competencies. Risk management is therefore an integrated part of our
controlling process. We identify and measure, aggregate and manage risks. The
result of this process determines how much capital is allocated to the Group's
various divisions.
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RISK MANAGEMENT ORGANIZATION
RESPONSIBILITIES
In our business, successful risk management means controlling risks in
order to increase the value of the Allianz Group on a sustainable basis.
Therefore, the Management Board of Allianz AG formulates the business objectives
and allocates the capital resources of the Allianz Group according to return-on
investment and risk criteria. As part of our risk-control strategy, we assign
responsibility of our risk management process to the respective local entities,
so that the risk management process can be more robust and can adapt to changing
risk situations in a timely manner. At the same time, the local entities are
also responsible for meeting the applicable legal requirements at their
respective locations.
This decentralized approach is complemented by centralized responsibility
at our Group Risk Controlling, in Germany, which assesses the Group's overall
risk exposure on a local and global basis. In addition to risks that are
separately controlled at the respective local entities, Group Risk Controlling
control the accumulation of risks of the entire Group. In addition, Group Risk
Controlling is also responsible for developing methods and processes for risk
assessment and control on a group-wide basis. The Group's risk management
activities are supervised by both internal and external auditors. In 2003, we
introduced a new Group Risk Policy that is binding for all operational units.
Through this Group Risk Policy, we aim to strengthen as well as align the
existing risk controlling processes at all our local entities.
In the beginning of 2003, we established a Group Risk Committee comprising
certain members of the Management Board and chaired by our Chief Risk Officer
(the head of Group Risk Controlling). The mission of the committee is to promote
the development of a comprehensive risk culture in the Allianz Group, manage the
Group risk profile and to further improve our risk controlling processes. The
Group Risk Committee is responsible to ensure that the capital allocations and
risk profile of the Allianz Group are transparent. It is also responsible for
providing timely information to the Management Board about the developments on
significant risks as well as coordinating the mitigation measures introduced to
address these risks.
RISK CATEGORIES
Our total risk exposure is subdivided into individual risk categories:
Actuarial Risks. These risks are related to our core insurance business:
we must guarantee future payment commitments, and the volume of such payments
must be calculated in advance. Different actuarial risks exist in the various
insurance lines.
In property and casualty insurance, actuarial risks arise from an
unexpected variance, i.e., the volume of losses exceeds premiums fixed in
advance (premium risk), or the payout for claims made is higher than the
corresponding provisions (reserve risk).
In life insurance, actuarial risks arise because we are committed to making
guaranteed long-term payments in return for a fixed insurance premium calculated
in advance, even though the biometric data of the population may change over
time (for example, longer life expectancy as a result of medical progress).
Credit and Counterparty Risks. These risks involve potential losses that
may result from the default of a business partner. "Default" means the inability
or refusal of a counterparty, an issuer or another contracting party to meet
contractual obligations. Credit risk also includes the risk of a deterioration
of a business partner's creditworthiness. It thus includes credit risks from the
lending business and credit insurance, counterparty risks from trading
activities as well as country risks in connection with cross-border transactions
and the local business of foreign units. Counterparty risks from trading
activities relate primarily to derivatives and especially over-the-counter (OTC)
transactions. In the insurance business, these risks stem from the possibility
that receivables may remain unpaid, in particular those due from reinsurers.
Market Risks. Market risks result from the volatility of share prices and
market parameters, for example interest rates or exchange rates, which lead to
portfolio changes in value.
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In the banking business, the market risk especially concerns trading
activities, which are shown in the institution's trading portfolio. Unlike our
trading portfolio, our non-trading portfolio, which includes customer business
and strategic investments, is exposed to long-term factors. Accordingly, the
market risk for non-trading portfolio is essentially the interest rate risk that
resulted from the granting of long-term fixed-rate loans, which are generally
funded in part by short-term deposits. In addition, our non-trading portfolio,
which includes loans and deposits denominated in foreign currencies, is also
exposed to currency risks.
Investment Risks. Investment risks in the insurance business primarily
include all counterparty and market risks. There is a direct link between
investments and obligations to our customers. Certain insurance lines are
exposed to an interest guarantee risk. Life insurance, for example, must
generate the guaranteed interest payment agreed upon.
Liquidity Risks. These risks can materialize under various circumstances,
for example, if present or future payment obligations cannot be met in full or
as of the due date, or if refinancing capital can only be raised at higher rates
(refinancing risk) in the case of a liquidity crisis, or if assets can only be
liquidated below current market prices (market liquidity risk).
Health Insurance Risks. Health insurance risks are treated either as
property and casualty insurance risks or as life and health insurance risks,
depending on the segment to which the health insurance is assigned in the given
market.
MANAGEMENT THROUGH RISK CAPITAL
We steer our business activities through our respective local companies.
The most important parameters used in our risk-oriented controlling process are
Economic Value Added (EVA) and risk capital.
Risk capital is used as a hedge against unexpected losses. In 2003, we used
a risk model that is based on the concept developed by the Standard & Poor's
rating agency, for the value based management of our insurance companies within
the Economic Value Added (EVA) framework. In the case of Dresdner Bank, we used
another internally developed risk model for controlling purposes.
In 2003, we improved and tested our internally developed risk model for
insurance companies. The improved risk model enables us to systematically
evaluate internal data by means of models based on the theory of probability.
This process takes into account the special characteristics of our local units
as well as the specific nature of their risks. Portfolio effects are also
incorporated into our risk analyses. In the course of 2004, we will introduce
the internal risk capital model into our existing value-based management
framework.
RISK CONTROLLING IN OUR INSURANCE BUSINESS
To control risks in the insurance business, we focus on premium risks,
reserve risks, credit and counterparty risks and investment risks.
Premium Risks. Premium risks are controlled primarily with the help of
actuarial models used to calculate premiums and monitor claim patterns. In
addition, we issue guidelines for underwriting insurance contracts and assuming
insurance risks. In life insurance, we essentially concentrate on biometric
risks -- for example, life expectancy, disability, illness and long-term care
requirements. We also focus on risks that could arise from future policy
cancellations.
Risk management also includes participation in scientific and technical
loss prevention. We regularly carry out technical studies for the manufacturing
and automobile industries. The purpose of these studies is to reduce the
probability of claims and keep losses to a minimum.
Natural disasters such as earthquakes, storms and floods represent a
special challenge for risk management. Although they happen considerably less
frequently than other incidents, the consequences can be far more extensive
when, for example, entire regions are devastated. To control such risks, we use
special modeling techniques. They involve the combination of data about our
portfolio, for instance the geographic distribution of insurance amounts, with
natural disaster scenarios in order to estimate the potential for damage. The
use of these simulation techniques was further expanded in the reporting year.
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Reserve Risks. We must constitute provisions for insurance claims that
have been submitted but not yet settled. The amount is estimated on the basis of
past experience and on the use of actuarial methods. We also seek to limit risks
by constantly monitoring the development of these provisions and using the
information we obtain to make forecasts. In life insurance, methods for
calculating reserves take into account the biometric data of the populations
insured by using, for example, national mortality tables. See "Information on
the Company and Operating and Financial Review and
Prospects -- Property-Casualty Insurance Reserves" for a discussion of certain
historical data concerning the development of our property-casualty insurance
reserves.
Credit and Counterparty Risks. To limit our liability from insurance
business we cede part of the risks we assume to the international reinsurance
market. When selecting our reinsurance partners, we consider only companies that
offer excellent security. To control this credit risk, we compile groupwide data
on receivables from insurance losses. Our Allianz Group companies also use
comprehensive rating information for the active management of credit risks. This
information is either in the public domain or gathered through internal
investigations. Approximately 97% of the Allianz Group's receivables are
distributed over reinsurers who were assigned at least an "A" rating by Standard
& Poor's.
Investment Risks. Investments are an integral part of insurance coverage.
They ensure our ability to meet the payment commitments we make in our insurance
contracts. The link between insurance obligations and investment of the capital
related to these obligations is monitored by using specific models. This also
enables us to manage risks arising from interest guarantees provided to our
customers.
We monitor market risks by means of sensitivity analyses and stress
testing. As protection against exchange rate fluctuations, we back our insurance
commitments to a very large extent by funds in the same currency. We limit
credit risks by setting high requirements on the creditworthiness of our debtors
and by spreading the risk. Through our central credit risk management, we
consolidate our exposure according to debtors and across all investment
categories and business segments, and we use monthly limit lists to monitor
exposure. Approximately 92% of the fixed-interest investments of the insurance
companies of Allianz Group have an investment grade rating. More than 86 percent
are distributed over debtors that have been assigned at least an "A" rating by
Standard & Poor's.
In individual cases, we use derivative financial instruments such as swaps,
options and futures to hedge against changes in prices or interest rates. The
end-users of these derivatives are Allianz Group companies. We believe that our
internal investment and monitoring rules are stricter than the regulations
imposed by supervisory authorities.
Market and counterparty risks arising from the use of derivative financial
instruments are subject to particularly strict control procedures. Credit risks
are assessed by calculating replacement values; market risks are monitored by
means of stress tests and limited by specifying stop-loss limits.
We limit liquidity risks by reconciling our investment portfolio with our
insurance commitments. In addition, we plan our cash flow from ordinary
activities. Asset structure and diversification are other elements in our
management of investment risk.
Organizational Controlling of Investment Risk. In terms of organization,
we limit our investment risks through a clear separation of management and
controlling functions. Within the Allianz Group, risk management is implemented
in cooperation with the local units in a top-down, bottom-up process. The
Allianz Finance Committee, which is made up of members of Allianz AG's
Management Board, delegates significant decision-making authority to the
regional Finance Committees, which monitor activities in their respective
regions or countries. The duties and responsibilities at each decision-making
level are defined by guidelines issued at the Allianz Group level. These
guidelines are then applied by the regional Finance Committees, which formulate
specific local investment guidelines. These are adapted according to national
legislation and the nature of the local insurance and capital markets.
Operational responsibility for investment portfolios lies with the local units.
Risk Capital. At the end of fiscal 2003, risk capital calculated according
to the Standard & Poor's model, and before minority interests, was composed as
follows: in property and casualty insurance,
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E16.1 billion were allocated for actuarial risks, E1.1 billion for credit and
counterparty risks and E3.5 billion for investment risks. Risk capital in life
insurance amounted to E10.8 billion.
As a minimum, the capital we allocate to our local units meets the
requirements for an "A" rating from Standard & Poor's.
RISK CONTROLLING IN OUR BANKING BUSINESS
In this business segment, the following types of risks are controlled:
credit and counterparty risks including counterparty risks from trading
activities, country risks, market risks in the trading and investment
portfolios, and liquidity risks. See "Information on the Company and Operating
and Financial Review and Prospects -- Selected Statistical Information Relating
to Our Banking Operations" for further information concerning our bank lending,
investment and deposit portfolios.
Credit and Counterparty Risks. These risks are directly linked to granting
credits in the banking business. Dresdner Bank controls these risks through
guidelines and credit risk committees. The ratings of our customers and their
credit engagements represent the central element used in the approval,
supervisory and control process in the area of credit and derivatives
activities. In this process the various creditworthiness characteristics of the
customers are presented in the form of rating classes. As quality control for
these rating methods, validation benchmarks were introduced in the reporting
year.
To categorize the default probability of a borrower, a system with 16
different rating classes is used. The first six classes correspond to
"investment grade", classes VII to XIV signify "non investment grade." Rating
classes XV and XVI are default classes according to the Basel II Definition. At
the end of fiscal 2003, about 75% of all counterparty risks in the trading and
banking portfolios of the Dresdner Bank Group fell into rating classes I to VI.
The volume of the overall portfolio is to a great extent determined by the
bank's trading business, which involves primarily transactions with
counterparties in rating classes I to VI, i. e. with state and local agencies
and financial services providers. These counterparties account for approximately
93% of the bank's trading business and 63% of its total portfolio.
Counterparty risks are centrally controlled by Dresdner Bank's Risk
Executive Committee (REC), which is headed by the Chief Risk Officer of Dresdner
Bank. This body issues the appropriate guidelines and standards for the risk
strategy and risk control. In addition, the Risk Executive Committee decides on
essential projects involving a credit risk and has a decisive influence on the
modalities of the bank's risk management. The REC is also responsible for the
regular review of the overall portfolio.
The Group Credit Committee was set up to decide on credits which do not
fall under the responsibility of the risk management units in the divisions and
for which no decision by the Board of Management is required. It will help to
further improve the credit approval process.
In the past fiscal year, credits were transferred from the business
segments to the Institutional Restructuring Unit (IRU). These are loans which
are not of strategic importance or which are exposed to higher risks. Mainly
concerned are credit lines in North and South America and in Germany, as well as
commitments in the areas of private equity and commercial real estate. The IRU
has the task of reducing these commitments in order to free up risk capital.
We account for the development of risks in the lending business by making
allowances for individual risks and country risks. In setting up risk
provisions, we consider the creditworthiness of the borrower, the general
economic environment and risk-reducing measures, for example collateral. As of
31 December 2003, total risk provisions in the banking business amounted to E6
billion.
Counterparty Risk from Trading Activities. In the credit-sensitive trading
business with OTC derivatives, the selection of counterparties plays a decisive
role. The selection process is aimed at counterparties with top-quality credit
ratings. In the derivatives portfolios of Dresdner Bank, 97% of the positive
replacement values, which are essential for assessing counterparty risk, involve
counterparties in risk classes I to VI as described above and are thus of
"investment grade." To reduce the counterparty risk from trading activities,
so-called
214
cross-product netting master agreements with the business partners are set up.
In the case of a defaulting counterparty, netting makes it possible to offset
any claims and liabilities not yet due.
Country Risks. We control these risks by using internal country ratings.
These ratings are based upon macroeconomic data and key qualitative indicators.
The latter take into account the economic, social and political environment and
focus on a country's ability to make payments in foreign currencies. At present,
Dresdner Bank's country rating system includes eight risk groups. To establish a
parallel to the category system used to determine individual creditworthiness in
the lending business, the country rating system will be expanded to 16 rating
classes in the current year. At the end of 2003, Dresdner Bank's country risk
provisions totaled E269 million.
Market Risk. Dresdner Bank uses a proprietary value-at-risk model that
takes into account both general and specific risks. Value-at-risk is defined as
the potential loss which may occur during a specific period of time and with a
given confidence level. In 1998, the German Federal Supervisory Authority for
Financial Service Providers (BaFin) first approved Dresdner Bank's value-at-risk
model for purposes of reporting in accordance with Principle I of the German
Banking Act. It also approved the improvements made in 2001 and 2002. The
value-at-risk data used to calculate capital adequacy requirements for
regulatory purposes must take into account potential market movements within a
confidence level of 99%, based on an assumed holding period of 10 trading days.
The value-at-risk model is complemented by stress testing.
Market Risks in the Trading Portfolio. The risk from Dresdner Bank's
trading activities increased slightly in comparison to the previous year. This
is mainly due to the fact that positions for interest bearing-instruments were
built up moderately.
To validate the quality of the value-at-risk model, Dresdner Bank performs
regular backtests. For this purpose, the value-at-risk calculated on the basis
of the current position is compared to the actual change in value on the
following day. This shows whether the model used provided an adequate assessment
of the risks.
For purposes of setting internal limits and risk determination, Dresdner
Bank calculates value-at-risk with a confidence level of 95% and a one-day
holding period. Unlike the value-at-risk calculation required by the supervisory
authority, which is based on market data from the past, Dresdner Bank thus
assigns greater weight to the most recent market fluctuation. Dresdner Bank
believes this ensures that value-at-risk data more accurately reflect current
market developments.
Value-at-risk (or VaR) is only one of the instruments used to characterize
the risk profile of the Dresdner Bank Group. In addition, Dresdner Bank also
uses operational risk indicators and limits, which are specifically adapted to
the risk situation of the trading units. Trading is controlled by setting
value-at-risk and operational market risk limits. Current limit utilization is
determined and monitored by Risk Controlling on a daily basis. Limit breaches
are immediately indicated to the management concerned so that corrective action
can be taken.
The following table below shows the VaR for the trading portfolio of
Dresdner Bank at and for the periods indicated (99% confidence level, 10-day
holding period):
2003 ANNUAL STATISTICS
AT ------------------------- AT
DECEMBER 31, MEAN DECEMBER 31,
2003 VALUE MAXIMUM MINIMUM 2002
------------ ----- ------- ------- ------------
(E IN MILLIONS)
Aggregate risk................... 96 120 185 79 81
Interest rate risk............... 88 117 188 66 65
Equity risk...................... 29 26 58 11 45
Currency/commodity risk.......... 19 11 28 1 13
Diversification effect(1)........ (40) (54) -- -- (42)
---------------
(1) No diversification effect can be taken into account since the maximum values
were measured at different dates.
215
MATURITIES OF THE DERIVATIVES PORTFOLIO
(TRADING AND NON-TRADING DRESDNER BANK)
PRINCIPAL AMOUNTS AT MATURITY
------------------------------------------------ POSITIVE
LESS THAN 1 TO GREATER THAN REPLACEMENT
1 YEAR 5 YEARS 5 YEARS TOTAL VALUES
--------- --------- ------------ --------- -----------
(E IN MILLIONS)
Interest-based derivatives.......... 1,504,577 860,397 550,761 2,915,735 38,050
FX-based derivatives................ 339,596 258,328 50,691 648,615 13,122
Stock indexed based derivatives..... 89,072 101,305 10,039 200,416 5,879
Credit derivatives.................. 11,735 65,550 7,211 84,496 1,321
Other transactions.................. 2,161 3,403 1,992 7,556 548
--------- --------- ------- --------- ------
Total............................... 1,947,141 1,288,983 620,694 3,856,818 58,920
========= ========= ======= ========= ======
DERIVATIVES BUSINESS BY MARKET SEGMENT
POSITIVE
REPLACEMENT VALUES
AT DECEMBER 31,
-------------------
COUNTERPARTIES BY INDUSTRY SEGMENT 2003 2002
---------------------------------- -------- --------
(E IN MILLIONS)
Banks....................................................... 38,611 47,738
Other financial services providers.......................... 16,063 11,673
Insurance companies......................................... 411 484
Small industry.............................................. 741 327
Telecommunication, media, technology........................ 489 745
Transportation.............................................. 457 276
Raw materials............................................... 148 667
Real estate................................................. 108 112
Government.................................................. 1,119 676
Other....................................................... 773 1,714
------ ------
Total -- before netting................................... 58,920 64,412
------ ------
Total -- after netting and security....................... 14,251 17,212
====== ======
Market Risks in the Non-trading Portfolio. This risk mainly comprises the
risk of interest changes and is analyzed on the basis of sensitivity and
value-at-risk indicators (99% confidence level, 10-day holding period). As in
the case of trading, Dresdner Bank controls this risk by setting value-at-risk
limits. The value-at-risk for interest rate risk in the banking portfolio of
Dresdner Bank Group decreased slightly by 2% to E31.2 million at the end of the
year. This indicator also takes into account portfolio effects.
Currency Risks. Currency risks at Dresdner Bank are limited by applying
the following principle: all loans and deposits in foreign currencies are
refinanced or reinvested in the same currency with matching maturities.
Liquidity Risks. As part of an Allianz Group liquidity policy, Treasury
and Risk Control establishes principles for liquidity management. This policy
must meet both regulatory requirements and internal standards. The liquidity
risk limits include a reporting process for limit breaches and provisions for
emergency planning. Liquidity control and liquidity risk management are tasks
attended to by the treasury.
Liquidity risk measurement is based on the liquidity management system.
This system models the maturities of all cash flows and draws up a
scenario-based liquidity balance sheet, taking into account available
prime-rated securities.
216
Operational Risks. Dresdner Bank has a system for the systematic
identification, measuring and controlling of operational risks. The essential
risk factors are evaluated in the framework of a structured self-assessment.
Organizational Risk Controlling. At the organizational level, risk
management and risk controlling are strictly separated on the basis of the
principle of dual control. Dresdner Bank's risk management sets the limits for
the company's different activities that are exposed to risks. This is done in
accordance with a general framework approved by our Management Board.
Risk Capital. At the end of fiscal 2003, the risk capital of Dresdner
Bank, before risk-reducing diversification effects, was composed as follows:
E0.7 billion were allocated for market risks, 4.8 billion Euros for credit and
counterparty risks, E3.0 billion Euros for risks from private equity and other
investments, E1.4 billion for operational risks and E0.7 billion for other
business risks. After deduction of diversification effects, total risk capital
amounted to E8.3 billion.
REQUIRED RISK CAPITAL BY TYPE OF RISK
AT
DECEMBER 31,
---------------
2003 2002
------ ------
(E IN BILLIONS)
Market risks................................................ 0.7 1.0
Credit and counterparty risks............................... 4.8 7.5
Private equity/investments.................................. 3.0 3.0
Operating risks............................................. 1.4 1.4
Business risks.............................................. 0.7 0.7
Total (before diversification effect)....................... 10.7 13.6
Diversification............................................. (2.4) (2.6)
---- ----
Total..................................................... 8.3 11.0
==== ====
RISK CONTROL IN ASSET MANAGEMENT
Risk control in asset management is an integral part of the processes of
the local units or the investment platform. The Corporate Center is responsible
for ensuring that Allianz Group-wide standards for asset management are applied
at the local level. The individual asset management companies continually
monitor the portfolio risks of the customer assets they manage by using
analytical tools specifically adapted to the risk profile of the product
concerned. At the same time, the performance of the various product lines is
periodically monitored and analyzed at the Allianz Group level. At the end of
fiscal 2003, risk capital in the asset management segment -- calculated
according to the Standard & Poor's model and before minority
interests -- amounted to E1.8 billion.
MARKET RISK MEASUREMENT
SENSITIVITY ANALYSIS
The Group uses a risk modeling technique known as "sensitivity analysis" to
show the implications of changes in market conditions on the financial
instruments it holds in its trading and non-trading portfolios. This enables the
Allianz Group to make comparisons across its business segments. Sensitivity
analysis measures the potential loss due to changes in fair values resulting
from hypothetical changes in equity prices, interest rates and foreign currency
rates at a given point in time. Sensitivity analysis generates values
representing the risk inherent in each position under given market conditions.
Due to the standardization of the sensitivity analysis in this risk assessment,
diversification effects are not considered.
217
ASSUMPTIONS
In calculating equity price sensitivity, the Group assumes a 20% decrease
in stock prices. This scenario has been chosen in conformity with German risk
reporting standards (DRS 5-20). Estimates of interest rate risk sensitivity
assume a 100 basis point increase in interest rates. If interest rates rise, the
fair values of interest-sensitive instruments such as bonds, loans and mortgages
may fall; the magnitude of this decrease depends on the maturity, coupon and
other characteristics of a particular instrument. The table below shows the
aggregate effect on the fair value of all of the Group's interest-sensitive
investments, assuming a 100 basis point parallel shift that occurs
simultaneously and instantaneously across all countries, markets and maturities.
This scenario has also been chosen in conformity with German risk reporting
standards (DRS 5-20).
Foreign exchange risk is calculated in a manner similar to equity price
sensitivity, by assuming a 10% decrease in all non-Euro currency exchange rates
against the Euro. Consequently, the aggregate fair value sensitivity shown in
the table below illustrates the effect on fair values if, simultaneously and
uniformly, all non-Euro currencies lose 10% of their value relative to the Euro.
The Group believes that the scenarios used in sensitivity analysis
represent reasonable assumptions based on past observations of market
conditions. Although market fluctuations exceeding 20% or 100 basis points are
possible, the Group believes that estimates based on these assumptions offer a
fair view on the risk inherent in its positions. Although these assumptions are
intentionally simplified (for example, they assume static portfolios and do not
take into account that market prices under normal conditions change neither
simultaneously nor by the same magnitude), the Company believes they provide a
useful framework for the Group's risk management analysis and support the
Group's strategic decisions.
LIMITATIONS
While the Allianz Group believes that sensitivity analysis provides its
managers with a valid estimation of market risk exposures, it recognizes that
there are certain limitations to the use of this method.
Price changes in a diversified portfolio have offsetting effects, since
various assets revalue in directions or in magnitudes different to overall
marketplace changes. This is known as the "diversification effect" of holding a
portfolio consisting of different assets. Because sensitivity analysis uses a
generalized methodology, the Group's risk estimates do not take this
diversification effect into account. Actual changes in the fair value of the
Group's assets could be different to those shown in the table "Sensitivity
Analysis by Business Segment and Risk Category: Trading Portfolios".
Additionally, routine daily business activity entails a certain amount of
change in the portfolios' composition as bonds mature or as portfolio managers
buy or sell investments. As a result, the actual sensitivity of the Allianz
Group's portfolio will vary at any particular moment in time, and the risk of
loss from equity, interest rate, foreign exchange or other risks cannot be
eliminated, although it can be quantified and monitored.
Finally, the Group's sensitivity analyses are estimates based on a fixed
point in the past. Nearly all of the Group's assets and liabilities are subject
to market risk from fluctuating equity, interest and foreign exchange market
values. These fluctuations cannot be foreseen and can occur suddenly. The
quantitative risk measurements provided by the model and reflected in the table
below are a snapshot, describing the potential losses to investments under a
particular set of assumptions and parameters. Although these measurements
reflect reasonable possibility, they may differ considerably from actual losses
that may be experienced in the future.
ALLIANZ GROUP MARKET RISK EXPOSURE ESTIMATES
TRADING PORTFOLIOS
The trading portfolios of the Group and resulting market risks relate
primarily to its banking segment. In its worldwide trading activities, the
Allianz Group uses financial derivatives both as non-standardized financial
218
instruments for the individual management of market risks and as a component of
structured financial transactions. The Group uses derivatives to manage its
proprietary trading portfolio. The Allianz Group's derivative trading activities
focus on interest bearing financial instruments, predominately interest rate
swaps. The Group also uses currency and credit derivatives as well as
equity/index derivatives.
Insurance Operations. The Group's insurance business does not generally
engage in trading activities. With the adoption of IAS39 (effective January 1,
2001), however, derivative instruments that do not meet IAS hedge accounting
standards are treated as trading derivatives. As a result of this new accounting
rule, the trading portfolio tables below show significant impact from trading
not only for the Group's banking business but also for its insurance business.
Derivatives used in the Group's insurance operations, however, are principally
used for portfolio hedging and not for trading purposes.
Banking Operations. The banking segment is active in trading equities,
interest rate instruments and foreign exchange and commodities. The banking
segment uses derivatives in its trading portfolios primarily to meet customer
demand as well as to hedge market risk. Derivatives are also used to take
advantage of market opportunities. In terms of volume, the primary derivative
products the Group uses are interest rate swaps, futures and options as well as
foreign exchange swaps and equity related derivatives. The primary exposures in
foreign currencies are U.S. dollars and British pounds sterling.
The following table shows the sensitivity analysis of the market risk in
the material trading portfolio of the Allianz Group. Certain financial
instruments are included in more than one risk category because they may be
affected by changes in more than one parameter. For example, equities
denominated in non-Euro currencies are affected by fluctuation in both stock
prices and exchange rates.
SENSITIVITY ANALYSIS BY BUSINESS SEGMENT AND RISK CATEGORY: TRADING PORTFOLIOS
AT DECEMBER 31, 2003
------------------------------------------------------
PROPERTY-
CASUALTY LIFE/HEALTH ASSET
INSURANCE INSURANCE BANKING MANAGEMENT TOTAL
--------- ----------- ------- ---------- -----
(E IN MILLIONS)
Equity price risk(1)......................... 55 51 (176) (18) (88)
Interest rate risk........................... 80 201 (154) (1) 126
Foreign exchange risk(2)..................... (78) (11) (37) (12) (138)
AT DECEMBER 31, 2002
------------------------------------------------------
PROPERTY-
CASUALTY LIFE/HEALTH ASSET
INSURANCE INSURANCE BANKING MANAGEMENT TOTAL
--------- ----------- ------- ---------- -----
(E IN MILLIONS)
Equity price risk(1)......................... 205 508 (41) (3) 669
Interest rate risk........................... 2 18 (73) (2) (55)
Foreign exchange risk(2)..................... (13) (10) 66 (12) 30
---------------
(1) Amounts do not take into account the Allianz Group's unconsolidated
subsidiaries, or affiliated enterprises, joint ventures and associated
enterprises.
(2) Amounts take into account financial instruments not denominated in Euros.
NON-TRADING PORTFOLIOS
The Group's remaining portfolios contain all non-trading activities of the
banking segment as well as the financial investments of the insurance segment.
The Group holds and uses many different financial instruments in managing its
businesses. Grouped according to risk category, the following are the most
significant assets according to their fair values:
- equity price risk: common shares and preferred shares;
- interest rate risk: bonds, loans and mortgages; and
219
- foreign exchange rate risk: non-Euro denominated equities and interest
rate risk sensitive assets.
Insurance Segment. The insurance segment's non-trading portfolio is
exposed to foreign exchange risk because some of its assets are denominated in
currencies other than the Euro. If non-Euro foreign exchange rates decline
against the Euro, the fair values of the corresponding assets would also
decline. The insurance segment's primary exposures for foreign exchange risk are
for the U.S. dollar, Swiss Franc and Korean Wong. Local laws generally require
that the insurance policy obligations of the Company's subsidiaries and the
investments covering them must be in the same currency. As a result, currency
fluctuations in connection with foreign subsidiaries have only a minor impact on
the insurance segment's risk management strategies.
The decline in the equity price risk in 2003 was due to the decision of the
Group to reduce equity exposure. Most of the Group's remaining insurance-related
equity investments are intended to be held for the long term. The equity
holdings are primarily in the Euro zone equity markets of Germany, France and
Italy, with significant additional exposures in the U.S., Swiss and U.K.
markets.
The insurance segment is exposed to interest rate risk due to its
investments in fixed-income instruments, in particular bonds, loans and
mortgages. The primary exposures for interest rate sensitivity securities are
for bonds, loans and mortgages held by the Company's German, French, U.S.,
Italian and Swiss subsidiaries.
Banking Segment. The Allianz Group's banking operations are subject to
currency risk on all non-Euro loans and deposits. For non-trading activities, it
is the Group's policy that all loans and deposits in foreign currencies be
funded and reinvested in the same currency and with matching maturities. Any
residual risk in non-trading portfolios results primarily from operating profits
of affiliated companies abroad during the year.
The non-trading portfolio of the banking segment with respect to interest
rate risk includes all loans and deposits, issued securities, interest
rate-related investment securities as well as corresponding hedges of Dresdner
Bank as well as the other banks belonging to the Group. Market risk associated
with these positions is primarily interest rate risk resulting from long-term
fixed rate loans, which are funded in part by short-term deposits. On the bank's
non-trading books, interest rate derivatives are used to hedge risk associated
with fixed rate loans. For this purpose, the bank primarily used interest rate
swaps. Futures and options are also used for asset and liability management in
the non-trading activities, albeit to a significantly smaller degree. The Group
also used swaptions to hedge risk arising from a borrower's prepayment options
under some loan agreements. A small volume of equity derivatives is held due to
investments in shares from affiliated and non-affiliated companies.
Equity holdings in the banking segment are primarily in the German market.
The following table shows a sensitivity analysis of the market risk in the
Group's material non-trading portfolios. Certain financial instruments are
included in more than one risk category because they may be affected by changes
in more than one parameter.
SENSITIVITY ANALYSIS BY BUSINESS SEGMENT AND RISK CATEGORY: NON-TRADING
PORTFOLIOS
AT DECEMBER 31, 2003
----------------------------------------------------------
PROPERTY-
CASUALTY LIFE/HEALTH ASSET
INSURANCE INSURANCE BANKING MANAGEMENT TOTAL
--------- ----------- ------- ---------- ---------
(E IN MILLIONS)
Equity price risk(1)..................... (3,070) (4,804) (1,141) (12) (9,027)
Interest rate risk....................... (2,366) (9,586) (429) (2) (12,383)
Foreign exchange risk(2)................. (2,017) (3,509) 76 (32) (5,482)
220
AT DECEMBER 31, 2002
-----------------------------------------------------------
PROPERTY-
CASUALTY LIFE/HEALTH ASSET
INSURANCE INSURANCE BANKING MANAGEMENT TOTAL
--------- ----------- ------- ---------- ----------
(E IN MILLIONS)
Equity price risk(1).................... (4,386) (5,164) (959) (15) (10,525)
Interest rate risk...................... (2,455)) (9,823) (376) (145) (12,799)
Foreign exchange risk(2)................ (2,685) (3,784) (33) (35) (6,537)
---------------
(1) Amounts do not take into account unconsolidated subsidiaries of the Allianz
Group, or affiliated enterprises, joint ventures and associated enterprises.
(2) Amounts take into account financial instruments in foreign currency.
OPERATIONAL RISKS
Operational Risks. Operational risks are risks caused by inadequacies or
faults in business processes or controls. These may be related to technical
problems or employees, operational structures or external influences. We seek to
minimize such risks by installing a comprehensive system of internal controls
and security systems in each operating unit. Operational risks are limited by a
wide range of technical and organizational measures such as redundant hardware
configurations, communications equipment and systems, back-up computing
facilities, and data backups to maintain IT capability in emergencies. In
addition, procedures are in place for safeguarding the confidentiality and
integrity of stored data and information. For this purpose, high-performance
firewall systems were introduced to protect the IT network against external
interference along with access authorization procedures, supervision and control
processes. The principle of dual control is adhered to in the case of operating
procedures. The purpose of these measures is to ensure and document an adequate
standard for Allianz Group-internal processes.
Legal Risks. Legal risks result from contractual agreements or legal
frameworks. They include risks from the adoption of new statutory regulations,
disadvantageous amendments to existing legislation or regulations or prejudicial
changes in their interpretation. Legal risks also take into account the
possibility that contractual agreements may not be enforceable through legal
action or court proceedings. The limitation of legal risks is an important task
of our Legal Department. This is done, for example, by using internationally
recognized standard documentation and, if necessary, by obtaining legal
opinions. Contracts for established products are continuously reviewed to
include any amendments required by changes in legislation or jurisdiction. In
addition, our Legal Department assists Allianz Group companies in matters
pertaining to business transactions and contractual negotiations to ensure
compliance with minimum standards. It also supports the management and
supervisory bodies of Allianz in meeting their statutory obligations.
RISK MONITORING BY THIRD PARTIES
Supervisory authorities and rating agencies are additional risk monitoring
bodies. Supervisory authorities specify the minimum precautions that must be
taken in individual countries and at the international level. Rating agencies
determine the relationship between the required risk capital of a company and
the available safeguards. In their evaluation of capital resources, the rating
agencies include equity shown in the balance sheet, minority interests and other
items representing additional securities in times of crisis. In addition to
capital resources, the rating process also takes into account elements such as,
the strategic position of the company in individual business areas and markets
as well as its medium-term business prospects.
221
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
Not applicable.
PART II
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
None.
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
PROCEEDS
None.
ITEM 15. CONTROLS AND PROCEDURES
The Chairman of the Management Board (Chief Executive Officer) and the
Member of the Management Board responsible for Group Controlling, Financial Risk
Management, Accounting, Taxes and Compliance (Chief Financial Officer), with the
assistance of other members of management, performed an evaluation of our
disclosure controls and procedures, as that term is defined in Rule 13a-15(e) of
the Securities Exchange Act of 1934, as amended, as of the end of the period
covered by this report. Based on that evaluation, they concluded that our
disclosure controls and procedures were effective as of December 31, 2003 to
ensure that information required to be disclosed in this report is recorded,
processed, summarized and reported on a timely basis. There were no significant
changes in our internal controls or in other factors during fiscal year 2003
that have materially affected or are reasonably likely to materially affect our
internal control over financial reporting.
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT
Our supervisory board has determined that Dr. Manfred Schneider, chairman
of the audit committee, meets the criteria of an audit committee financial
expert, as that term is defined in Item 16A(b) of Form 20-F.
ITEM 16B. CODE OF ETHICS
In response to Section 406 of the Sarbanes-Oxley Act of 2002, we have
adopted a specific Code of Ethics in addition to our general Code of Conduct
that applies to all members of our management board, including persons
performing the functions of a principal executive officer, principal financial
officer, principal accounting officer and controller and senior employees
performing similar functions. A copy of this code of ethics is available on our
Internet website www.allianzgroup.com. (Reference to this "uniform resource
locator" or "URL" is made as an inactive textual reference for informational
purposes only. The information found at this website is not incorporated by
reference into this document). There have been no amendments or waivers to this
code of ethics since its adoption. Information regarding any future amendments
or waivers will be published on the aforementioned website.
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
In 2003 and 2002, KPMG Deutsche Treuhand-Gesellschaft Aktiengesellschaft
Wirtschaftsprufungsgesellschaft ("KPMG") served as the principal external
auditing firm for Allianz Group.
The table set forth below contains the aggregate fees billed for each of
the last two fiscal years by KPMG in each of the following categories: (i) Audit
Fees, which comprise fees billed for services rendered for the audit of the
annual financial statements or services that are normally provided in connection
with statutory and regulatory filings or engagements; (ii) Audit-Related Fees,
which comprise fees billed for assurance and related services that are
reasonably related to the performance of the audit or review of the financial
statements and which are not reported under (i); (iii) Tax Fees, which comprise
fees billed for
222
professional services rendered for tax compliance, tax advice and tax planning
and (iv) All Other Fees, which comprise fees billed for all other products and
services provided other than the services reported under (i) through (iii).
YEAR ENDED
DECEMBER 31,
---------------
2003 2002
----- -----
(E IN MILLIONS)
Audit fees.................................................. 41 25
Audit-related fees.......................................... 13 18
Tax fees.................................................... 4 4
All other fees.............................................. 9 9
-- --
Total..................................................... 67 56
== ==
Audit Fees. KPMG billed the Allianz Group an aggregate of E41 million in
2003 and E25 million in 2002 respectively in connection with professional
services rendered for the audit of our annual consolidated financial statements
and services normally provided by KPMG in connection with statutory and
regulatory filings or engagements. These services consisted mainly of periodic
review engagements and the annual audit.
Audit-Related Fees. KPMG billed the Allianz Group an aggregate of E13
million in 2003 and E18 million in 2002 respectively for assurance and related
services. These services consisted primarily of training in financial accounting
and reporting standards, non-recurring assistance in improvement and
documentation of internal financial statement relevant procedures, translation
of financial reports and the process of observations and recommendations related
to the Allianz Group's process of evaluating the internal control over financial
reporting.
Tax Fees. KPMG billed the Allianz Group an aggregate of E4 million in 2003
and 2002 for professional services for tax compliance, tax advice and tax
planning.
All Other Fees. KPMG billed the Allianz Group an aggregate of E9 million
in 2003 and 2002 for other services, which consisted primarily of preparatory
advice and critical review of financial disclosure reports, non-recurring
assistance in the improvement and documentation of internal non-financial
statement related procedures as well as non-financial statement related support
services.
All services provided by KPMG to Allianz Group companies, other than audit
services, must be pre-approved separately by the Audit Committee of the Allianz
AG Supervisory Board. The Audit Committee pre-approval process is based on the
use of a "Positive List" of activities decided by the Audit Committee and, in
addition, an auditor's facts and circumstances test is applied. Group Compliance
and KPMG report to the Audit Committee periodically with respect to services
performed. In 2003, the percentage of the total amount of revenue we paid to our
principal accountants represented by non-audit services subject to paragraph
(c)(7)(1)(C) of Rule 2-01 of Regulation S-X was less than 5%.
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
Not applicable.
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED
PURCHASERS
Not applicable.
223
[THIS PAGE INTENTIONALLY LEFT BLANK]
224
PART III
ITEM 17. FINANCIAL STATEMENTS
Not applicable.
ITEM 18. FINANCIAL STATEMENTS
See pages F-1 forward for the consolidated financial statements required by
this item.
ITEM 19. EXHIBITS
The following exhibits are filed as part of this annual report:
EXHIBIT
NUMBER DOCUMENT
------- --------
1.1 Articles of Association, dated June 18, 2004
4.1 Principles of Cooperation between Allianz AG and Munich Re,
dated May 2000 (Incorporated by reference to Exhibit 3.1 to
the Registrant's Registration Statement on Form 20-F (File
No. 1-15154))
4.2 Letter of Intent between Allianz AG and Munich Re, dated May
4, 2000 (Incorporated by reference to Exhibit 3.2 to the
Registrant's Registration Statement on Form 20-F (File No.
1-15154))
4.3 Agreement in Principle between Allianz AG and Munich Re,
dated April 4, 2001 (Incorporated by reference to Exhibit
4.3 to the Registrant's Annual Report on Form 20-F for the
year ended December 31, 2000)
4.4 Basic Agreement between Allianz AG and Dresdner Bank, dated
March 31, 2001 (Incorporated by reference to Exhibit 4.4 to
the Registrant's Annual Report on Form 20-F for the year
ended December 31, 2000)
4.5 First Supplement to Principles of Cooperation between
Allianz AG and Munich Re, dated December 2001 (Incorporated
by reference to Exhibit 4.5 to the Registrant's Annual
Report on Form 20-F for the year ended December 31, 2001)
4.6 Second Supplement to Principles of Cooperation between
Allianz AG and Munich Re, dated December 19, 2002
(Incorporated by reference to Exhibit 4.6 to the
Registrant's Annual Report on Form 20-F for the year ended
December 31, 2002)
4.7 Third Supplement to Principles of Cooperation between
Allianz AG and Munich Re, dated March 20, 2003 (Incorporated
by reference to Exhibit 4.7 to the Registrant's Annual
Report on Form 20-F for the year ended December 31, 2002)
4.8 Cancellation Agreement with respect to the Principles of
Cooperation between Allianz AG and Munich Re, dated October
2003
8.1 List of subsidiaries
12.1 Certification of the Chief Executive Officer required by
Section 302 of the Sarbanes-Oxley Act of 2002
12.2 Certification of the Chief Financial Officer required by
Section 302 of the Sarbanes-Oxley Act of 2002
13.1 Certification of the Chief Executive Officer required by
Section 906 of the Sarbanes-Oxley Act of 2002
13.2 Certification of the Chief Financial Officer required by
Section 906 of the Sarbanes-Oxley Act of 2002
14.1 Consent of KPMG Deutsche Treuhand-Gesellschaft AG
Wirtschaftsprufungsgesellschaft
225
ALLIANZ GROUP
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES
PAGE
-----
Report of Independent Registered Public Accounting Firm..... F-2
Consolidated Balance Sheets as of December 31, 2003 and
2002...................................................... F-3
Consolidated Income Statements for each of the years in the
three-year period ended December 31, 2003................. F-4
Consolidated Statements of Movements in Shareholders' Equity
for each of the years in the three-year period ended
December 31, 2003......................................... F-5
Consolidated Cash Flow Statements for each of the years in
the three-year period ended December 31, 2003............. F-6
Notes to the Consolidated Financial Statements:
Business Segment Information:
Consolidated Balance Sheets as of December 31, 2003 and
2002.................................................. F-8
Consolidated Income Statements for each of the years in
the three-year period ended December 31, 2003......... F-9
Insurance.............................................. F-10
Banking................................................ F-12
Nature of Operations and Accounting Regulations........... F-13
Changes to Accounting, Valuation and Reporting Policies... F-16
Consolidation............................................. F-18
Summary of Significant Accounting and Valuation
Policies............................................... F-22
Supplementary Information on Allianz Group Assets......... F-42
Supplementary Information on Allianz Group Liabilities and
Equity................................................. F-65
Supplementary Information on the Allianz Group
Consolidated Income Statement.......................... F-90
Other Information......................................... F-124
Stock Compensation Plans.................................. F-125
Events after the Balance Sheet Date....................... F-132
Summary of Significant Differences between the Accounting
Principles used in the Preparation of the Consolidated
Financial Statements and Accounting Principles
Generally Accepted in the United States of America..... F-133
Selected subsidiaries and other holdings.................. F-151
Schedules:
Schedule I Summary of Investments......................... S-1
Schedule II Parent Only Condensed Balance Sheet (IFRS
BASIS)................................................. S-2
Schedule III Supplementary Insurance Information.......... S-5
Schedule IV Supplementary Reinsurance Information......... S-7
Schedule of Valuation and Qualifying Accounts excluded as account balances
are not material.
F-1
(KPMG LOGO)
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Management Board and Supervisory Board of
Allianz Aktiengesellschaft:
We have audited the accompanying consolidated balance sheets of Allianz
Aktiengesellschaft and its subsidiaries (collectively, "the Allianz Group") as
of December 31, 2003 and 2002, and the related consolidated income statements,
consolidated statements of movements in shareholders' equity and consolidated
cash flow statements for each of the years in the three-year period ended
December 31, 2003. In connection with our audits of the consolidated financial
statements we have also audited the accompanying financial statement schedules.
These consolidated financial statements and financial statement schedules are
the responsibility of Allianz Group's management. Our responsibility is to
express an opinion on these consolidated financial statements and financial
statement schedules based on our audits.
We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of the Allianz
Group as of December 31, 2003 and 2002, and the results of their operations and
their cash flows for each of the years in the three-year period ended December
31, 2003, in conformity with International Financial Reporting Standards. Also,
in our opinion, the related financial statement schedules referred to above,
when considered in relation to the basic consolidated financial statements taken
as a whole, present fairly, in all material respects, the information set forth
therein.
International Financial Reporting Standards (IFRS) vary in certain
significant respects from U.S. generally accepted accounting principles (US
GAAP). Information relating to the nature and effect of such differences is
presented in Note 47 to the consolidated financial statements.
As discussed in Note 2 to the consolidated financial statements, Allianz
Group restated its financial statements for the year ended December 31, 2002 and
reflected the related 2003 impacts in its accompanying IFRS financial statements
for the year ended December 31, 2003.
/s/ KPMG Deutsche Treuhand-Gesellschaft
Aktiengesellschaft
Wirtschaftsprufungsgesellschaft
KPMG Deutsche Treuhand-Gesellschaft
Aktiengesellschaft
Wirtschaftsprufungsgesellschaft
Munich, Germany
July 15, 2004
F-2
ALLIANZ GROUP
CONSOLIDATED BALANCE SHEETS*
DECEMBER 31, 2003 AND 2002
NOTE 2003 2002
---- ------- -------
E(MN) E(MN)
ASSETS
Intangible assets........................................... 5 16,262 18,273
Investments in affiliated enterprises, joint ventures and
associated enterprises.................................... 6 6,442 11,345
Investments................................................. 7 295,067 285,340
Investments held on account and at risk of life insurance
policyholders............................................. 32,460 25,657
Loans and advances to banks................................. 8 117,511 86,822
Loans and advances to customers............................. 8 203,259 188,084
Trading assets.............................................. 9 146,154 124,842
Cash and cash equivalents................................... 10 25,528 21,008
Amounts ceded to reinsurers from insurance reserves......... 11 25,061 28,420
Deferred tax assets......................................... 37 14,364 13,272
Other assets................................................ 12 53,804 49,070
------- -------
Total assets.............................................. 935,912 852,133
======= =======
EQUITY AND LIABILITIES
Shareholders' equity........................................ 13 28,592 21,674
Minority interests in shareholders' equity.................. 14 8,367 8,314
Participation certificates and subordinated liabilities..... 15 12,230 14,174
Insurance reserves.......................................... 16 311,471 305,763
Insurance reserves for life insurance where the investment
risk is carried by policyholders.......................... 32,460 25,687
Liabilities to banks........................................ 17 178,316 137,332
Liabilities to customers.................................... 18 154,728 147,266
Certificated liabilities.................................... 19 63,338 78,750
Trading liabilities......................................... 20 84,835 53,520
Other accrued liabilities................................... 21 13,908 13,069
Other liabilities........................................... 22 31,725 31,425
Deferred tax liabilities.................................... 37 13,509 12,149
Deferred income............................................. 23 2,433 3,010
------- -------
Total equity and liabilities.............................. 935,912 852,133
======= =======
* As indicated in Note 2, reflects restatement. See accompanying notes to the
consolidated financial statements.
F-3
ALLIANZ GROUP
CONSOLIDATED INCOME STATEMENTS*
YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001
NOTE 2003 2002 2001
---- ------- ------- ------
E(MN) E(MN) E(MN)
Premiums earned (net)...................................... 24 55,978 55,133 52,745
Interest and similar income................................ 25 22,562 28,210 24,224
Income (net) from investments in affiliated enterprises,
joint ventures and associated enterprises................ 26 3,030 4,398 1,588
Other income from investments.............................. 27 10,002 9,355 8,502
Trading income............................................. 28 243 1,507 1,592
Fee and commission income, and income from service
activities............................................... 29 6,060 6,102 4,827
Other income............................................... 30 3,780 2,971 2,172
------- ------- ------
Total income............................................. 101,655 107,676 95,650
------- ------- ------
Insurance benefits (net)................................... 31 50,432 49,789 50,154
Interest and similar expenses.............................. 32 6,437 10,651 7,861
Other expenses for investments............................. 33 9,848 14,866 8,923
Loan loss provisions....................................... 34 1,027 2,241 596
Acquisition costs and administrative expenses.............. 35 22,117 24,502 19,383
Amortization of goodwill................................... 5 1,413 1,162 808
Other expenses............................................. 36 7,520 6,098 6,157
------- ------- ------
Total expenses........................................... 98,794 109,309 93,882
------- ------- ------
Earnings from ordinary activities before taxes............. 2,861 (1,633) 1,768
Taxes (benefit)............................................ 37 146 (807) (861)
Minority interests in earnings............................. 14 825 670 1,044
------- ------- ------
Net income (loss).......................................... 1,890 (1,496) 1,585
======= ======= ======
E E E
------- ------- ------
Basic earnings per share................................. 44 5.59 (5.40) 5.71
======= ======= ======
Diluted earnings per share............................... 44 5.57 (5.40) 5.71
======= ======= ======
* As indicated in Note 2, reflects restatement. See accompanying notes to the
consolidated financial statements.
F-4
ALLIANZ GROUP
CONSOLIDATED STATEMENTS OF MOVEMENTS IN SHAREHOLDERS' EQUITY*
YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001
FOREIGN
CURRENCY UNREALIZED
PAID-IN REVENUE TRANSLATION GAINS AND SHAREHOLDERS'
CAPITAL RESERVES ADJUSTMENTS LOSSES (NET) EQUITY
------- -------- ----------- ------------ -------------
E(MN) E(MN) E(MN) E(MN) E(MN)
Beginning balance January 1, 2001........ 7,994 13,145 1,005 13,448 35,592
Currency translation adjustments......... -- -- (129) 38 (91)
Changes in the group of consolidated
companies.............................. -- (554) -- -- (554)
Capital paid in.......................... 6,775 -- -- -- 6,775
Treasury stock........................... -- (5,801) -- -- (5,801)
Unrealized investment gains and losses... -- -- -- (5,210) (5,210)
Net income for the year.................. -- 1,585 -- -- 1,585
Shareholders' dividend................... -- (367) -- -- (367)
Miscellaneous............................ -- (316) -- -- (316)
------ ------ ------ ------ ------
Balance as of December 31, 2001.......... 14,769 7,692 876 8,276 31,613
------ ------ ------ ------ ------
Currency translation adjustments......... -- -- (1,218) (29) (1,247)
Changes in the group of consolidated
companies.............................. -- 364 -- -- 364
Capital paid in.......................... 16 -- -- -- 16
Treasury stock........................... -- (157) -- -- (157)
Unrealized investment gains and losses... -- -- -- (6,930) (6,930)
Net income for the year.................. -- (1,496) -- -- (1,496)
Shareholders' dividend................... -- (364) -- -- (364)
Miscellaneous............................ -- (125) -- -- (125)
------ ------ ------ ------ ------
Balance as of December 31, 2002.......... 14,785 5,914 (342) 1,317 21,674
------ ------ ------ ------ ------
Currency translation adjustments......... -- -- (1,574) (125) (1,699)
Changes in the group of consolidated
companies.............................. -- (1,117) -- 876 (241)
Capital paid in.......................... 4,562 -- -- -- 4,562
Treasury stock........................... -- 1,413 -- -- 1,413
Unrealized investment gains and losses... -- -- -- 2,179 2,179
Net income for the year.................. -- 1,890 -- -- 1,890
Shareholders' dividend................... -- (374) -- -- (374)
Miscellaneous............................ -- (812) -- -- (812)
------ ------ ------ ------ ------
Balance as of December 31, 2003.......... 19,347 6,914 (1,916) 4,247 28,592
====== ====== ====== ====== ======
The column foreign currency translation adjustments shows the currency
translation differences accrued since January 1, 1997 (conversion to IFRS
accounting), which are recorded in shareholders' equity and not recognized in
net income.
* As indicated in Note 2, reflects restatement. See accompanying notes to the
consolidated financial statements.
F-5
ALLIANZ GROUP
CONSOLIDATED CASH FLOW STATEMENTS*
YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001
2003 2002 2001
------- ------- -------
E(MN) E(MN) E(MN)
Operating activities
Net income (loss) for the year.............................. 1,890 (1,496) 1,585
Change in unearned premiums................................. 596 542 949
Change in aggregate policy reserves (without aggregate
policy reserves for life insurance products in accordance
with SFAS 97)............................................. 12,051 6,039 6,859
Change in reserve for loss and loss adjustment expenses..... 1,016 2,530 3,375
Change in other insurance reserves (without change in the
reserve for latent premium refunds from unrealized
investment gains and losses).............................. (510) (4,681) (4,007)
Change in deferred acquisition costs........................ (2,460) (1,211) (662)
Change in funds held by others under reinsurance business
assumed................................................... 32 1,349 (171)
Change in funds held under reinsurance business ceded....... 234 (192) (278)
Change in accounts receivable/payable on reinsurance
business.................................................. 219 232 (4)
Change in trading securities (including trading
liabilities).............................................. 8,909 14,064 (12,544)
Change in loans and advances to banks and customers......... (47,109) (5,846) 3,442
Change in liabilities to banks and customers................ 48,648 (8,215) (5,456)
Change in certificated liabilities.......................... (14,387) (1,727) 3,130
Change in other receivables and liabilities................. (4,250) (1,370) 3,871
Change in deferred tax assets/liabilities (without change in
deferred tax assets/liabilities from unrealized investment
gains and losses)......................................... (714) (1,361) (2,202)
Adjustment for investment income/expenses not involving
movements of cash......................................... (1,539) 939 112
Adjustments to reconcile amortization of goodwill........... 1,413 1,162 808
Other....................................................... 1,113 (1,499) 359
------- ------- -------
Net cash flow provided (used in) by operating
activities:.......................................... 5,152 (741) (834)
------- ------- -------
Investing activities
Change in securities available-for-sale..................... (8,748) (7,837) (3,465)
Change in investments held-to-maturity...................... 1,754 1,092 383
Change in real estate....................................... 155 2,226 112
Change in other investments................................. 4,238 1,681 2,692
Change in cash and cash equivalents from the acquisition of
consolidated affiliated companies......................... (1,450) (10,787) 12,114
Other....................................................... 1,241 (154) (441)
------- ------- -------
Net cash flow (used in) provided by investing
activities:.......................................... (2,810) (13,779) 11,395
------- ------- -------
Financing activities
Change in participation certificates and subordinated
liabilities............................................... (1,943) 2,784 (770)
Change in investments held on account and at risk of life
insurance policyholders................................... (7,856) (2,154) (1,465)
Change in aggregate policy reserves for life insurance
products according to SFAS 97............................. 7,819 10,808 8,089
Cash inflow from capital increases.......................... 4,562 16 275
Dividend payouts............................................ (675) (682) (673)
Other from shareholders' capital and minority interests
(without change in revenue reserve from unrealized
investment gains and losses).............................. 391 3,625 996
------- ------- -------
Net cash flow provided by financing activities......... 2,298 14,397 6,452
------- ------- -------
Effect of exchange rate changes on cash and cash
equivalents............................................... (120) (109) 18
------- ------- -------
Change in cash and cash equivalents......................... 4,520 (232) 17,031
------- ------- -------
Cash and cash equivalents at beginning of period............ 21,008 21,240 4,209
------- ------- -------
Cash and cash equivalents at end of period.................. 25,528 21,008 21,240
======= ======= =======
* As indicated in Note 2, reflects restatement. See accompanying notes to the
consolidated financial statements.
F-6
SUPPLEMENTARY CASH FLOW INFORMATION
The data for the Allianz Group's consolidated cash flow statements was
prepared in accordance with International Financial Reporting Standards. It
excludes the effects of major changes in the scope of consolidation, which in
2003 included influences from the deconsolidation of Pioneer Allianz Life
Assurance Corporation, Metro Manila, and during 2002, the purchase of additional
shares of Allianz Lebensversicherungs-AG, Stuttgart, Bayerische
Versicherungsbank AG, Munich, Frankfurter Versicherungs-AG, Frankfurt/Main,
Dresdner Bank Group, Frankfurt/Main, and Slovenska poist'ovna a.s., Bratislava,
as well as the deconsolidation of Deutsche Hyp Deutsche Hypothekenbank
Frankfurt-Hamburg AG, Frankfurt/Main, and during the course of 2001, the
acquisition of Dresdner Bank Group, Frankfurt/Main, and Nicholas-Applegate, San
Diego. Subsequent to the date of acquisition, the cash of these companies has
been included in the Allianz Group's consolidated cash flow statements. The
deconsolidation led to a decrease in the value of investments held (excluding
funds held by others) by E24 million (2002: decrease of E43,558 million, 2001:
increase of E77,978 million) and increased the net total of other assets and
liabilities by E24 million (2002: increase of E51,416 million, 2001: decrease of
E88,568 million). Changes in the scope of consolidation during 2003 did not
result in a change in goodwill (2002: increase of E2,924 million, 2001: increase
of E5,146 million). Cash outflow related to these transactions amounted to
E1,450 million (2002: E10,764 million, 2001: E12,450 million). Changes in the
scope of consolidation during 2003 did not result in a change in cash funds
(2002: decrease of E23 million, 2001: increase of E24,564 million). Cash paid
for taxes on income amounted to E2,665 million (2002: outflow of E1,196 million,
2001: inflow of E306 million).
F-7
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS:
BUSINESS SEGMENT INFORMATION -- CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2003 AND 2002
PROPERTY- ASSET
CASUALTY LIFE/HEALTH BANKING MANAGEMENT
----------------- ----------------- ----------------- ---------------
2003 2002 2003 2002 2003 2002 2003 2002
------- ------- ------- ------- ------- ------- ------ ------
E(MN) E(MN) E(MN) E(MN) E(MN) E(MN) E(MN) E(MN)
ASSETS
Intangible assets.................. 2,520 2,960 4,351 4,817 2,847 3,509 6,544 6,987
Investments in affiliated
enterprises, joint ventures and
associated enterprises........... 48,385 51,448 5,717 6,183 3,303 4,349 6 20
Investments........................ 80,920 76,855 196,335 189,172 27,732 28,965 565 993
Investments held on account and at
risk of life insurance
policyholders.................... -- -- 32,460 25,657 -- -- -- --
Loans and advances to banks........ 9,693 5,219 2,103 3,490 106,794 76,748 160 1,863
Loans and advances to customers.... 3,033 2,882 28,155 24,747 182,304 168,919 24 228
Trading assets..................... 1,375 1,404 1,646 1,177 143,167 122,139 125 156
Cash and cash equivalents.......... 1,769 2,880 1,103 2,267 22,987 16,322 365 940
Amounts ceded to reinsurers from
insurance reserves............... 14,400 17,188 16,875 17,623 -- -- -- --
Deferred tax assets................ 7,153 7,437 3,368 2,588 3,768 3,161 75 86
Other assets....................... 23,628 21,482 19,747 17,320 13,837 15,416 3,744 3,735
------- ------- ------- ------- ------- ------- ------ ------
Total segment assets............... 192,876 189,755 311,860 295,041 506,739 439,528 11,608 15,008
======= ======= ======= ======= ======= ======= ====== ======
EQUITY AND LIABILITIES
Participation certificates and
subordinated liabilities......... 4,006 4,342 65 -- 8,263 9,846 -- --
Insurance reserves................. 83,906 87,557 233,908 224,673 35 -- -- --
Insurance reserves for life
insurance where the investment
risk is carried by
policyholders.................... -- -- 32,460 25,687 -- -- -- --
Liabilities to banks............... 8,687 5,166 1,662 1,708 168,770 130,568 111 177
Liabilities to customers........... -- -- -- -- 156,390 146,945 378 2,754
Certificated liabilities........... 17,757 19,031 90 263 51,371 64,569 72 435
Trading liabilities................ 353 544 1,396 825 83,307 52,152 -- --
Other accrued liabilities.......... 5,594 5,626 1,242 850 6,611 5,984 461 609
Other liabilities.................. 15,503 18,312 20,528 20,555 7,295 5,454 1,509 1,304
Deferred tax liabilities........... 7,469 7,330 4,148 2,538 1,836 2,220 56 61
Deferred income.................... 135 104 557 354 1,738 2,545 3 7
------- ------- ------- ------- ------- ------- ------ ------
Total segment liabilities.......... 143,410 148,012 296,056 277,453 485,616 420,297 2,590 5,347
======= ======= ======= ======= ======= ======= ====== ======
Shareholders' equity and minority
interests........................
Total equity and liabilities.......
CONSOLIDATION
ADJUSTMENTS GROUP
----------------- -----------------
2003 2002 2003 2002
------- ------- ------- -------
E(MN) E(MN) E(MN) E(MN)
ASSETS
Intangible assets.................. -- -- 16,262 18,273
Investments in affiliated
enterprises, joint ventures and
associated enterprises........... (50,969) (50,655) 6,442 11,345
Investments........................ (10,485) (10,645) 295,067 285,340
Investments held on account and at
risk of life insurance
policyholders.................... -- -- 32,460 25,657
Loans and advances to banks........ (1,239) (498) 117,511 86,822
Loans and advances to customers.... (10,257) (8,692) 203,259 188,084
Trading assets..................... (159) (34) 146,154 124,842
Cash and cash equivalents.......... (696) (1,401) 25,528 21,008
Amounts ceded to reinsurers from
insurance reserves............... (6,214) (6,391) 25,061 28,420
Deferred tax assets................ -- -- 14,364 13,272
Other assets....................... (7,152) (8,883) 53,804 49,070
------- ------- ------- -------
Total segment assets............... (87,171) (87,199) 935,912 852,133
======= ======= ======= =======
EQUITY AND LIABILITIES
Participation certificates and
subordinated liabilities......... (104) (14) 12,230 14,174
Insurance reserves................. (6,378) (6,467) 311,471 305,763
Insurance reserves for life
insurance where the investment
risk is carried by
policyholders.................... -- -- 32,460 25,687
Liabilities to banks............... (914) (287) 178,316 137,332
Liabilities to customers........... (2,040) (2,433) 154,728 147,266
Certificated liabilities........... (5,952) (5,548) 63,338 78,750
Trading liabilities................ (221) (1) 84,835 53,520
Other accrued liabilities.......... -- -- 13,908 13,069
Other liabilities.................. (13,110) (14,200) 31,725 31,425
Deferred tax liabilities........... -- -- 13,509 12,149
Deferred income.................... -- -- 2,433 3,010
------- ------- ------- -------
Total segment liabilities.......... (28,719) (28,964) 898,953 822,145
======= ======= ======= =======
Shareholders' equity and minority
interests........................ 36,959 29,988
======= =======
Total equity and liabilities....... 935,912 852,133
======= =======
F-8
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
BUSINESS SEGMENT INFORMATION -- CONSOLIDATED INCOME STATEMENTS
YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001
PROPERTY/CASUALTY LIFE/HEALTH BANKING
------------------------ ------------------------ ------------------------
2003 2002 2001 2003 2002 2001 2003 2002 2001
------ ------ ------ ------ ------ ------ ------ ------ ------
E(MN) E(MN) E(MN) E(MN) E(MN) E(MN) E(MN) E(MN) E(MN)
Premiums earned (net).... 37,277 36,458 34,428 18,701 18,675 18,317 -- -- --
Interest and similar
income................. 4,165 4,473 5,068 11,106 11,215 10,765 8,089 13,336 9,085
Income (net) from
affiliated enterprises,
joint ventures and
associated
enterprises............ 3,611 8,494 889 712 445 525 27 2,071 1,016
Other income from
investments............ 4,892 3,652 4,307 4,294 4,932 3,562 751 1,430 628
Trading income........... (1,490) 207 1,451 218 244 (117) 1,486 1,081 244
Fee and commission
income, and income from
service activities..... 522 521 1,425 234 200 268 2,956 2,925 1,474
Other income............. 1,795 1,751 1,202 1,427 825 772 521 432 308
------ ------ ------ ------ ------ ------ ------ ------ ------
Total income......... 50,772 55,556 48,770 36,692 36,536 34,092 13,830 21,275 12,755
------ ------ ------ ------ ------ ------ ------ ------ ------
Insurance benefits
(net).................. 26,923 28,932 28,200 23,528 21,013 21,979 -- -- --
Interest and similar
expenses............... 1,566 1,564 1,323 368 434 492 5,284 9,509 6,766
Other expenses for
investments............ 3,141 3,857 2,888 5,622 8,989 5,537 912 2,225 465
Loan loss provisions..... 10 7 4 3 10 4 1,014 2,222 588
Acquisition costs and
administrative
expenses............... 9,972 10,521 10,042 3,713 4,263 4,259 6,590 7,581 3,446
Amortization of
goodwill............... 383 370 349 398 174 146 263 241 70
Other expenses........... 3,048 2,999 3,555 2,204 1,806 1,263 1,967 1,034 1,193
------ ------ ------ ------ ------ ------ ------ ------ ------
Total expenses....... 45,043 48,250 46,361 35,836 36,689 33,680 16,030 22,812 12,528
------ ------ ------ ------ ------ ------ ------ ------ ------
Earnings from ordinary
activities before
taxes.................. 5,729 7,306 2,409 856 (153) 412 (2,200) (1,537) 227
Taxes (benefit).......... 641 (495) (701) 583 54 99 (1,025) (154) (6)
Minority interests in
earnings............... 407 806 746 235 (184) 84 104 (25) 453
------ ------ ------ ------ ------ ------ ------ ------ ------
Net income............... 4,681 6,995 2,364 38 (23) 229 (1,279) (1,358) (220)
====== ====== ====== ====== ====== ====== ====== ====== ======
CONSOLIDATION
ASSET MANAGEMENT ADJUSTMENTS GROUP
--------------------------- ------------------------ --------------------------
2003 2002 2001 2003 2002 2001 2003 2002 2001
------- ------- ------- ------ ------ ------ ------- ------- ------
E(MN) E(MN) E(MN) E(MN) E(MN) E(MN) E(MN) E(MN) E(MN)
Premiums earned (net).... -- -- -- -- -- -- 55,978 55,133 52,745
Interest and similar
income................. 60 119 129 (858) (933) (823) 22,562 28,210 24,224
Income (net) from
affiliated enterprises,
joint ventures and
associated
enterprises............ 10 (12) (3) (1,330) (6,600) (839) 3,030 4,398 1,588
Other income from
investments............ 16 35 44 49 (694) (39) 10,002 9,355 8,502
Trading income........... 30 (1) 10 (1) (24) 4 243 1,507 1,592
Fee and commission
income, and income from
service activities..... 2,892 2,918 2,479 (544) (462) (819) 6,060 6,102 4,827
Other income............. 51 126 79 (14) (163) (189) 3,780 2,971 2,172
----- ----- ----- ------ ------ ------ ------- ------- ------
Total income......... 3,059 3,185 2,738 (2,698) (8,876) (2,705) 101,655 107,676 95,650
----- ----- ----- ------ ------ ------ ------- ------- ------
Insurance benefits
(net).................. -- -- -- (19) (156) (25) 50,432 49,789 50,154
Interest and similar
expenses............... 29 89 82 (810) (945) (802) 6,437 10,651 7,861
Other expenses for
investments............ 6 22 57 167 (227) (24) 9,848 14,866 8,923
Loan loss provisions..... -- 2 -- -- -- -- 1,027 2,241 596
Acquisition costs and
administrative
expenses............... 2,300 2,473 1,954 (458) (336) (318) 22,117 24,502 19,383
Amortization of
goodwill............... 369 377 243 -- -- -- 1,413 1,162 808
Other expenses........... 458 551 795 (157) (292) (649) 7,520 6,098 6,157
----- ----- ----- ------ ------ ------ ------- ------- ------
Total expenses....... 3,162 3,514 3,131 (1,277) (1,956) (1,818) 98,794 109,309 93,882
----- ----- ----- ------ ------ ------ ------- ------- ------
Earnings from ordinary
activities before
taxes.................. (103) (329) (393) (1,421) (6,920) (887) 2,861 (1,633) 1,768
Taxes (benefit).......... (16) (92) (189) (37) (120) (64) 146 (807) (861)
Minority interests in
earnings............... 183 230 182 (104) (157) (421) 825 670 1,044
----- ----- ----- ------ ------ ------ ------- ------- ------
Net income............... (270) (467) (386) (1,280) (6,643) (402) 1,890 (1,496) 1,585
===== ===== ===== ====== ====== ====== ======= ======= ======
F-9
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
BUSINESS SEGMENT INFORMATION -- INSURANCE
DECEMBER 31, 2003, 2002 AND 2001
PREMIUMS EARNED (NET) NET LOSS RATIO(1) NET EXPENSE RATIO(3)
------------------------ --------------------- ---------------------
2003 2002 2001 2003 2002 2001 2003 2002 2001
------ ------ ------ ----- ----- ----- ----- ----- -----
E(MN) E(MN) E(MN) % % % % % %
PROPERTY/CASUALTY
1. Europe
Germany(5)................................... 10,478 10,265 10,035 71.4 74.2 75.2 25.7 28.3 26.9
Italy........................................ 4,645 4,490 4,181 70.9 74.8 76.7 22.9 22.7 22.5
France(5).................................... 4,453 4,066 3,746 79.8 84.5 82.3 24.4 26.4 30.0
Great Britain................................ 1,827 1,875 1,765 67.1 68.1 73.2 29.0 30.0 31.0
Switzerland.................................. 1,599 1,611 1,599 71.0 70.3 79.1 25.3 23.8 26.9
Spain........................................ 1,337 1,171 1,027 75.9 77.0 78.7 19.6 20.6 21.2
2. America
NAFTA Region................................. 4,037 4,689 5,177 70.0 94.6 99.9 28.2 32.9 29.2
South America................................ 408 494 610 71.3 67.0 63.7 32.6 34.8 39.7
3. Asia-Pacific
Region....................................... 1,171 1,134 768 71.7 78.5 79.9 23.8 24.8 27.3
4. Specialty Lines
Allianz Global Risks Ruckversicherungs AG.... 1,038 559 -- 70.9 100.8 -- 27.9 41.7 --
Credit....................................... 845 857 901 49.3 72.1 68.0 32.7 34.2 44.0
Travel and Assistance........................ 784 740 669 60.6 62.0 64.4 31.3 32.5 33.4
Allianz Marine & Aviation(5)................. 417 578 450 65.5 75.2 108.1 21.8 21.1 22.5
5. Other......................................... 4,238 3,929 3,500 73.2 77.7 86.0 24.0 24.2 25.8
6. Consolidation adjustments(4).................. -- -- -- -- -- -- -- -- --
------ ------ ------ ---- ----- -----
Total........................................ 37,277 36,458 34,428 -- -- --
====== ====== ====== ==== ===== =====
NET INCOME (LOSS) INVESTMENTS
----------------------- ---------------
2003 2002 2001 2003 2002
----- ------ ------ ------ ------
E(MN) E(MN) E(MN) E(MN) E(MN)
PROPERTY/CASUALTY
1. Europe
Germany(5)................................... 4,144 8,752 3,243 33,398 30,347
Italy........................................ 318 510 318 8,704 8,780
France(5).................................... 88 121 (62) 9,131 8,771
Great Britain................................ 186 233 68 2,647 2,617
Switzerland.................................. 22 25 81 3,252 3,438
Spain........................................ 57 36 18 1,677 1,398
2. America
NAFTA Region................................. (124) (976) (1,064) 8,358 9,878
South America................................ 3 24 12 190 337
3. Asia-Pacific
Region....................................... 47 (62) (25) 2,359 1,829
4. Specialty Lines
Allianz Global Risks Ruckversicherungs AG.... 445 (257) -- 416 1
Credit....................................... 60 33 70 2,167 2,000
Travel and Assistance........................ 2 4 (8) 311 269
Allianz Marine & Aviation(5)................. 53 17 (54) 1,200 1,011
5. Other......................................... (608) 348 219 7,157 6,351
6. Consolidation adjustments(4).................. (12) (1,813) (452) (47) (172)
----- ------ ------ ------ ------
Total........................................ 4,681 6,995 2,364 80,920 76,855
===== ====== ====== ====== ======
F-10
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
BUSINESS SEGMENT INFORMATION -- INSURANCE -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
PREMIUMS EARNED (NET) NET EXPENSE RATIO(2) NET INCOME (LOSS) INVESTMENTS
------------------------ --------------------- --------------------- -----------------
2003 2002 2001 2003 2002 2001 2003 2002 2001 2003 2002
------ ------ ------ ----- ----- ----- ----- ----- ----- ------- -------
E(MN) E(MN) E(MN) % % % E(MN) E(MN) E(MN) E(MN) E(MN)
LIFE/HEALTH
1. Europe
Germany Life................... 8,788 8,249 7,929 6.8 9.4 13.7 (58) 49 27 90,698 85,651
Germany Health................. 2,959 2,794 2,616 10.4 10.6 9.9 (22) 36 21 12,322 11,379
France......................... 1,509 1,449 1,515 16.5 17.9 16.3 96 (15) 132 37,881 38,282
Italy.......................... 1,169 1,219 1,247 3.5 5.0 4.8 108 151 133 18,087 16,630
Switzerland.................... 542 624 557 8.6 12.3 10.9 (14) (59) (20) 5,806 6,851
Spain.......................... 530 493 873 6.3 6.7 3.9 16 13 12 3,565 3,342
2. USA............................. 598 924 1,068 4.6 4.8 11.5 145 (45) (46) 15,533 13,693
3. Asia-Pacific.................... 1,303 1,605 1,202 10.8 13.5 11.8 (272) (56) (32) 3,662 4,046
4. Other........................... 1,303 1,318 1,310 20.0 26.0 62.2 43 (94) 2 8,781 9,476
5. Consolidation adjustments(4).... -- -- -- -- -- -- (4) (3) -- -- (178)
------ ------ ------ ---- --- --- ------- -------
Total.......................... 18,701 18,675 18,317 38 (23) 229 196,335 189,172
====== ====== ====== ==== === === ======= =======
---------------
(1) The net loss ratio represents net loss and loss adjustment expenses as a
percentage of net premiums earned.
(2) The net expense ratio represents net underwriting costs as a percentage of
net premiums earned (statutory).
(3) The net expense ratio represents net underwriting costs as a percentage of
net premiums earned.
(4) Represents elimination of intercompany transactions between Allianz Group
companies in different geographical regions.
(5) The 2001 figures have been restated to reflect the reorganization of the
Allianz Group's marine, aviation and industrial transport insurance into
Allianz Marine & Aviation, a new specialty line.
F-11
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
BUSINESS SEGMENT INFORMATION -- BANKING
DECEMBER 31, 2003, 2002 AND 2001
NET OPERATING INCOME(1) LOAN LOSS PROVISION ADMINISTRATIVE EXPENSES
----------------------- ----------------------- -----------------------
2003 2002 2001(3) 2003 2002 2001(3) 2003 2002 2001(3)
----- ----- ------- ----- ----- ------- ----- ----- -------
E(MN) E(MN) E(MN) E(MN) E(MN) E(MN) E(MN) E(MN) E(MN)
Private & Business Customers....... 3,229 3,198 1,429 429 561 233 2,791 3,010 1,379
Corporates & Markets............... 3,727 3,877 1,820 875 1,592 361 2,634 3,551 1,852
Other business divisions........... (214) 490 648 (289) 69 (6) 660 753 30
OTHER INCOME/EXPENSES EARNINGS AFTER TAXES(2)
----------------------- ------------------------
2003 2002 2001(3) 2003 2002 2001(3)
----- ----- ------- ----- ------ -------
E(MN) E(MN) E(MN) E(MN) E(MN) E(MN)
Private & Business Clients............................... (262) (52) (26) (173) (304) (160)
Corporates & Markets..................................... (418) (534) (480) (273) (1,642) (797)
Other business divisions................................. (900) 1,262 755 (466) 803 1,259
OPERATING INCOME(1) EARNINGS AFTER TAXES(2) TOTAL INCOME
----------------------- ------------------------ -------------------------
2003 2002 2001(3) 2003 2002 2001(3) 2003 2002 2001(3)
----- ----- ------- ----- ------ ------- ------ ------ -------
E(MN) E(MN) E(MN) E(MN) E(MN) E(MN) E(MN) E(MN) E(MN)
Germany........................ 3,413 4,571 2,813 (282) 1,858 1,931 8,376 15,976 12,515
Rest of Europe................. 2,397 1,700 655 26 (999) (434) 5,697 6,687 3,853
NAFTA.......................... 385 854 270 (351) (1,527) (218) 1,182 2,483 984
Rest of world.................. 548 441 116 197 (474) (106) 760 1,164 544
----- ----- ----- ---- ------ ----- ------ ------ ------
Subtotal....................... 6,743 7,566 3,854 (410) (1,142) 1,173 16,015 26,310 17,896
----- ----- ----- ---- ------ ----- ------ ------ ------
Consolidation adjustments(4)... -- -- -- (503) -- (870) (2,171) (5,035) (5,141)
----- ----- ----- ---- ------ ----- ------ ------ ------
Total........................ 6,743 7,566 3,854 (913) (1,142) 303 13,844 21,275 12,755
===== ===== ===== ==== ====== ===== ====== ====== ======
---------------
(1) Consists of net interest and similar income, net fee and commission income,
and net trading income. Operating income is a measure used by management to
calculate and monitor the activities and operating performance of its
banking operations. This measure is used by other banks but other banks may
calculate the operating income on the basis of different components and
thus, may not be comparable to the operating income as used herein.
(2) Earnings after taxes represent income before goodwill amortization and
minority interest.
(3) Reflects the inclusion of Dresdner Bank in our consolidated financial
statements as of July 23, 2001.
(4) Represents elimination of intercompany transactions between Allianz Group
companies in different geographical regions.
F-12
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2003, 2002 AND 2001
(1) NATURE OF OPERATIONS AND ACCOUNTING REGULATIONS
Allianz Aktiengesellschaft ("Allianz AG") and its subsidiaries ("the
Allianz Group") have global property and casualty insurance, life and health
insurance, banking and asset management operations in more than 70 countries,
with the largest of their operations in Europe. The Allianz Group's headquarters
are located in Munich, Germany. The parent company of the Allianz Group is
Allianz AG, Munich. Allianz AG is an "Aktiengesellschaft" (public stock
corporation) incorporated in Germany. It is recorded in the Commercial Register
of the municipal court Munich under its registered address at Koniginstrasse 28,
80802 Munchen. Besides serving as holding company for the Allianz Group, Allianz
AG also acts as the primary reinsurance carrier for the Allianz Group.
The Allianz Group is the largest German property-casualty insurance company
based on gross premiums written in 2003. The Allianz Group is also among the
largest property-casualty insurance companies in other countries, including
France, Italy, the United Kingdom, Switzerland and Spain (the Rest of Europe).
The Allianz Group's property/casualty total income, before consolidation
adjustments, represented approximately 50% (2002: 51% and 2001: 51%) of its
consolidated total income in 2003. While the geographic region of Germany, as a
percentage of the Allianz Group's total property-casualty gross premiums written
worldwide, accounted for approximately 27% in 2003 (2002: 27% and 2001: 29%)
before consolidation adjustments, the Rest of Europe is, in the aggregate, the
Allianz Group's largest market for property-casualty insurance with a percentage
of the Allianz Group's total property-casualty gross premiums written worldwide
of approximately 46% in 2003 (2002: 44% and 2001: 45%), before consolidation
adjustments. The Allianz Group conducts its property-casualty insurance
operations in the Rest of Europe through five main groups of operating companies
in France, primarily offering automobile, property, injury and liability for
both individual and corporate customers; Italy, operating in all personal and
commercial property-casualty lines in particular personal automobile insurance;
the United Kingdom, offering products generally similar to those offered by the
Allianz Group's German property-casualty operations; Switzerland, offering
travel and assistance insurance, conventional reinsurance as well as a variety
of alternative risk transfer products for corporate customers worldwide; and
Spain, offering a wide variety of traditional personal and commercial
property-casualty insurance products, with an emphasis on automobile insurance.
The Allianz Group is the largest provider of life insurance and the
third-largest provider of health insurance in Germany as measured by gross
premiums written in 2003. Germany is by far the Allianz Group most important
market for life/health insurance. The Allianz Group's life/health total income,
before consolidation adjustments, represented approximately 36% (2002: 34% and
2001: 36%) of its consolidated total income in 2003. The Allianz Group's German
life insurance companies offer a comprehensive and unified range of life
insurance and life insurance-related products on both an individual and group
basis. The main classes of coverage offered include endowment life insurance,
annuity policies, term life insurance, unit-linked annuities, and other life
insurance-related forms of cover, which are provided as riders to other policies
and on a stand-alone basis. The Allianz Group's German health insurance
companies provide a wide range of health insurance products, including full
private healthcare coverage for the self-employed, salaried employees and civil
servants, supplementary insurance for people insured under statutory health
insurance plans, daily sickness allowance for the self-employed and salaried
employees, hospital daily allowance, supplementary care insurance, and foreign
travel medical expenses insurance. As a percentage of the Allianz Group's total
life/health gross premiums written worldwide, Germany accounted for
approximately 62% in 2003 (2002: 59% and 2001: 58%), before consolidation
adjustments.
The Allianz Group's banking operations are primarily comprised of the
operations of the Dresdner Bank Group, whose principal banking products and
services include traditional commercial banking activities such as deposit
taking, lending (including residential mortgage lending) and cash management, as
well as corporate finance advisory services, mergers and acquisitions advisory
services, capital and money market services,
F-13
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
securities underwriting and securities trading and derivatives business on its
own account and for its customers. The Allianz Group operates through the
domestic and international branch network of the Dresdner Bank Group and through
various subsidiaries both in Germany and abroad, some of which also have branch
networks. For 2003, Germany, the Rest of Europe and the NAFTA zone accounted for
approximately 51%, 36% and 6%, respectively, of the Allianz Group's operating
income from banking operations. The Allianz Group's total income from banking
operations, before consolidation adjustments, represented approximately 14%
(2002: 20% and 2001: 13%) of its consolidated total income in 2003.
The Allianz Group's asset management segment operates as a global provider
of institutional and retail asset management products and services to
third-party investors and provides investment management services to our
insurance operations. The Allianz Group managed approximately E996 billion of
third-party assets, Allianz Group's own investments and separate account assets
on a worldwide basis as of December 31, 2003, with key management centers in
Munich, Frankfurt, London, Paris, Singapore, Hong Kong, Milan, Westport,
Connecticut, and San Francisco, San Diego and Newport Beach, California. As
measured by total assets under management at December 31, 2003, the Allianz
Group is one of the five largest asset managers in the world based on total
assets under management as of December 31, 2003. The NAFTA geographic region is
by far the Allianz Group's largest geographic region for third-party assets
under management comprising approximately 69% (2002: 69% and 2001: 66%). The
Allianz Group's total income from asset management operations, before
consolidation adjustments, represented approximately 3% (2002: 3% and 2001: 3%)
of its consolidated total income in 2003.
The consolidated financial statements of the Allianz Group have been
prepared in conformity with International Financial Reporting Standards (IFRS),
in accordance with sec.292a of the German Commercial Code (HGB). Since 2002, the
designation IFRS applies to the overall framework of all standards approved by
the International Accounting Standards Board (IASB). Already approved standards
continue to be cited as International Accounting Standards (IAS). All standards
currently in force for the years under review have been adopted in the
presentation of the consolidated financial statements. IFRS currently does not
provide specific guidance concerning the reporting of insurance and reinsurance
transactions. In such cases, and as envisioned in the IFRS Framework, the
provisions embodied under accounting principles generally accepted in the United
States of America (US GAAP) have been applied.
Significant differences between IFRS and US GAAP affecting the Allianz
Group's consolidated net income and shareholders' equity have been summarized in
Note 47. Condensed consolidated balance sheet and income statement information
reflecting the impact of differences between IFRS and US GAAP are also presented
in Note 47.
The consolidated financial statements of the Allianz Group have been
prepared in Euros (E).
In February 2004, the International Accounting Standard Board (IASB) issued
IFRS 2, Share Based Payments. The new standard requires an entity to reflect in
its income statement and balance sheet the effects of share-based payment
transactions, including expenses associated with share options and other
share-based awards granted to employees. The standard is applicable for annual
periods beginning on or after January 1, 2005. Once applied, this standard will
replace the Allianz Group's use of the Financial Accounting Standard Board's
(FASB) Statement of Financial Accounting Standards (SFAS) 123, Accounting for
Stock-Based Compensation in accounting for share-based compensation awarded to
employees.
In March 2004, the IASB issued IFRS 3, Business Combinations. According to
the new standard, entities must cease the amortization of goodwill and apply an
impairment-only-approach similar to the US GAAP accounting treatment under SFAS
142, Goodwill and other intangible assets. Any minority interest in an acquiree
is stated at the minority's proportion of the net fair value of identifiable
assets, liabilities and
F-14
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
contingent liabilities. The accounting standard is applicable from the beginning
of the first annual report period beginning on or after March 31, 2004.
In March, 2004 the IASB issued IFRS 4, Insurance Contracts. IFRS 4 applies
to all insurance contracts (including reinsurance contracts) that an entity
issues and to reinsurance contracts that it holds, except for specified
contracts covered by other IFRSs. This IFRS represents the completion of phase I
and as such is a transitional standard until the IASB has developed more
definite rules for the recognition and measurement of insurance assets and
insurance liabilities in phase II of its project to develop an insurance
accounting standard. IFRS 4 is applicable for annual periods beginning on or
after January 1, 2005.
In March 2004, the IASB issued IFRS 5, Non-current Assets Held for Sale and
Discontinued Operations. The standard sets out requirements for the
classification, measurement and presentation of non-current assets held for sale
and replaces IAS 35, Discontinuing Operations. The accounting standard is
applicable for annual periods beginning on or after January 1, 2005.
In December 2003, the IASB issued the revised IAS 39, Financial
Instruments: Recognition and Measurement. The revised accounting standard should
be applied for annual periods beginning on or after January 1, 2005. The IASB
did not reconsider the fundamental approach to the accounting for financial
instruments contained in IAS 39, but issued a limited revision on selected
matters such as the derecognition of financial instruments, when financial
instruments may be measured at fair value through the profit and loss and the
application of hedge accounting to certain transactions. Impairment losses on
available-for-sale equity instruments cannot be reversed through profit and loss
any longer, i.e. any subsequent increase in fair value is recognized in equity.
In December 2003, the IASB issued the revised IAS 32, Financial
Instruments: Disclosure and Presentation. The revised accounting standard should
be applied for annual periods beginning on or after January 1, 2005. The revised
standard does not change the fundamental approach to the presentation and
disclosure of financial instruments contained in IAS 32, but it does change the
presentation and disclosure requirements related to selected matters and it has
been revised such that all disclosures relating to financial instruments are now
located exclusively in IAS 32. The revised IAS 32 provides additional guidance
on selected matters such as the measurement of the components of a compound
financial instrument on initial recognition and the classification of
derivatives based on an entity's own shares.
In December 2003, the IASB issued improvements to the following
International Accounting Standards:
IAS 1 Presentation of Financial Statements
IAS 2 Inventories
IAS 8 Accounting Policies, Changes in Accounting Estimates and
Errors
IAS 10 Events after the Balance Sheet Date
IAS 16 Property, Plant and Equipment
IAS 17 Leases
IAS 21 The Effects of Changes in Foreign Exchange Rates
IAS 24 Related Party Disclosures
IAS 27 Consolidated and Separate Financial Statements
IAS 28 Investments in Associates
IAS 31 Interests in Joint Ventures
IAS 33 Earnings per Share
IAS 40 Investment Property
Each of these revised standards should be applied for annual periods
beginning on or after January 1, 2005, and supersedes the current corresponding
standard.
F-15
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
In July 2003, the American Institute of Certified Public Accountants
(AICPA) published Statement of Position (SOP) 03-1, Accounting and Reporting by
Insurance Enterprises for certain Nontraditional Long-Duration Contracts and for
Separate Accounts. SOP 03-1 became effective for the Allianz Group on January 1,
2004. Some of the major provisions of SOP 03-1 include, but are not limited to:
- separate account assets and liabilities (investments held on account and
at risk of life insurance policyholders and insurance reserves for life
insurance where the investment risk is carried by policyholders) are
reported and valued as assets and liabilities of the Allianz Group when
specified criteria are not met; and
- establishing an additional liability for guaranteed minimum death and
similar mortality and morbidity benefits in certain cases.
The Allianz Group is currently assessing the impact of the new standards on
its consolidated financial statements.
(2) CHANGES TO ACCOUNTING, VALUATION AND REPORTING POLICIES
RESTATEMENT OF PRIOR PERIOD CONSOLIDATED FINANCIAL STATEMENTS
For the year ended December 31, 2002, gross unrealized losses on
available-for-sale equity securities included E764 million related to nine
specific equity securities (the "Nine Positions") for which the Allianz Group
did not record impairments in 2002 although they were 20% or more below the
Allianz Group weighted-average acquisition cost for the 6 months preceding
December 31, 2002. As previously disclosed in its prior period consolidated
financial statements, as a result of a comprehensive analysis of each of the
Nine Positions, the Allianz Group had concluded that the unrealized losses on
those securities were not indicative of objective evidence of impairment for
IFRS purposes. However, the Allianz Group recognized impairments on these Nine
Positions in 2002 as a reconciling item in its US GAAP reconciliation based on
differences in the application of US GAAP impairment rules with respect to
restrictions on the use of management judgment once securities had surpassed
certain severity of decline and length of time thresholds. The US GAAP
reconciling item presented in the Allianz Group's 2002 financial statements was
E267 million, net of E440 million for insurance policyholder participation, E39
million for taxes and E18 million of minority interest. The treatment of these
Nine Positions and the timing of the related impairments under US GAAP and IFRS
has been the subject of discussions with the staff of the United States
Securities and Exchange Commission.
For the year ended December 31, 2003, the Allianz Group continued to
monitor and analyze the status of the Nine Positions, consistent with its
disclosed policies, and as a result recorded impairments for IFRS purposes on
seven of the Nine Positions during 2003. The remaining two securities recovered
in value such that no impairments were necessary in 2003 under IFRS. Such
activity was reflected in Allianz Group's 2003 consolidated financial statements
presented in its Annual Report (Geschaftsbericht) released in March 2004.
The Allianz Group has restated its 2002 consolidated financial statements
to recognize the impairments on the Nine Positions previously mentioned, and
reverse the corresponding US GAAP reconciling difference to record such
impairments on the Nine Positions previously recorded in its 2002 US GAAP
reconciliation (see Note 47).
Additionally, as a result of the restatement of its 2002 consolidated
financial statements, the 2003 consolidated financial statements presented
within this filing document include differences from Allianz Group's previously
released 2003 Annual Report (Geschaftsbericht). These differences reflect the
reversal of the impairments recorded in 2003 on seven of the Nine Positions, as
such impairments are now reflected in Allianz Group's 2002 consolidated
financial statements, and the recording of corresponding recoveries, if any,
F-16
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
on such positions experienced in 2003, including the aforementioned recoveries
on two of the securities, consistent with the requirements of IFRS. For German
reporting purposes, the effects of these differences will be reflected in the
half-year report for the period ended June 30, 2004.
The impact of the restatement of the Allianz Group's consolidated net loss
and basic and diluted earnings per share for the year ended December 31, 2002 is
as follows:
2002
--------------------------
(IN E MILLIONS, EXCEPT PER
SHARE DATA)
NET LOSS -- AS PREVIOUSLY REPORTED.......................... (1,229)
Gross adjustment.......................................... (764)
Attribution to insurance policyholder participation....... 440
Tax effect................................................ 39
Minority interest......................................... 18
NET LOSS -- AS RESTATED..................................... (1,496)
BASIC EARNINGS PER SHARE -- AS PREVIOUSLY REPORTED(1)....... (4.44)
Impact on basic earnings per share........................ (0.96)
BASIC EARNINGS PER SHARE -- AS RESTATED..................... (5.40)
DILUTED EARNINGS PER SHARE -- AS PREVIOUSLY REPORTED(1)..... (4.44)
Impact on diluted earnings per share...................... (0.96)
DILUTED EARNINGS PER SHARE -- AS RESTATED................... (5.40)
---------------
(1) Adjusted for the capital increase in April 2003.
The impact of the differences between the Allianz Group's consolidated net
income and basic and diluted earnings per share for the year ended December 31,
2003 presented in this filing document and that presented in the Allianz Group's
2003 Annual Report (Geschaftsbericht) of March 2, 2004 is as follows:
2003
--------------------------
(IN E MILLIONS, EXCEPT PER
SHARE DATA)
NET INCOME.................................................. 1,616
Gross adjustment.......................................... 732
Attribution to insurance policyholder participation....... (399)
Tax effect................................................ (16)
Minority interest......................................... (43)
NET INCOME -- AS ADJUSTED................................... 1,890
BASIC EARNINGS PER SHARE.................................... 4.78
Impact on basic earnings per share........................ 0.81
BASIC EARNINGS PER SHARE -- AS ADJUSTED..................... 5.59
DILUTED EARNINGS PER SHARE.................................. 4.77
Impact on diluted earnings per share...................... 0.80
DILUTED EARNINGS PER SHARE -- AS ADJUSTED................... 5.57
The Allianz Group's impairment policy for investment securities is more fully
described in Note 4.
F-17
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
CHANGES TO ACCOUNTING, VALUATION AND REPORTING POLICIES
Prior to 2003, the Allianz Group accounted for its stock-based compensation
plans under the recognition and measurement provisions of Accounting Principles
Board Opinion No. 25, Accounting for Stock Issued to Employees (APB 25). In the
third quarter of 2003, the Allianz Group adopted the fair value recognition
provisions of SFAS 123, Accounting for Stock-Based Compensation (SFAS 123).
Under the fair value recognition provisions of SFAS 123, stock-based
compensation cost is measured at the grant date based on the value of the awards
granted and is recognized as expense over the vesting period. The Allianz Group
elected to use the modified prospective method as permitted by and described in
SFAS 148, Accounting for Stock-Based Compensation -- Transition and Disclosure
(SFAS 148). Under this method, stock-based employee compensation cost is
recognized from the beginning of 2003 as if the fair value method of accounting
had been used to account for all employee awards granted, modified, or settled
in years beginning after December 15. 1994. Prior period financial statements
were not restated.
The following table illustrates the effect on the Allianz Group's
consolidated net income and earnings per share as if the fair value method had
been applied to all outstanding and unvested awards in all years presented.
YEAR ENDED DECEMBER 31
--------------------------
2003 2002 2001
------ -------- ------
(E IN MILLIONS, EXCEPT PER
SHARE DATA)
Net income, as reported................................... E1,890 E(1,496) E1,585
Add: Share-based compensation expense included in reported
net income, net of related tax effects.................. 206 67 65
Deduct: Share-based compensation expense determined under
fair value method for all awards, net of related tax
effects................................................. 206 68 69
------ -------- ------
Pro forma net income (loss)............................... E1,890 E(1,497) E1,581
====== ======== ======
Earnings (loss) per share:
Basic -- as reported.................................... E5.59 E(5.40) E5.71
Basic -- pro forma...................................... E5.59 E(5.40) E5.69
Diluted -- as reported.................................. E5.57 E(5.40) E5.71
Diluted -- pro forma.................................... E5.57 E(5.40) E5.69
The Allianz Group stock-based compensation plans are more fully described
in Note 45.
(3) CONSOLIDATION
SCOPE OF THE CONSOLIDATION
In addition to Allianz AG, 193 (2002: 213 and 2001: 163) German and 972
(2002: 1,045 and 2001: 1,021) foreign enterprises have been consolidated as of
December 31, 2003. In addition, 61 (2002: 74 and 2001: 73) German and 39 (2002:
79 and 2001: 85) foreign investment funds were also consolidated as of December
31, 2003.
Of the entities that have been consolidated as of December 31, 2003, 10
(2002: 12 and 2001: 19) certain subsidiaries have been consolidated where
Allianz AG owns less than majority of the voting power of the subsidiary,
including CreditRas Vita S.p.A. (CreditRas) and Antoniana Popolare Veneta Vita
S.p.A. (Antoniana), in all periods presented. Allianz AG controls these entities
on the basis of shareholder agreements between the Allianz Group subsidiary
owning 50% of each such entity. Pursuant to these
F-18
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
shareholder agreements, the Allianz Group has the power to govern the financial
and operating policies of these subsidiaries and the right to appoint the
subsidiaries' general manager, in the case of CreditRas and Duerrevita (merged
in 2002 with CreditRas), and the CEO, in the case of Lloyd Adriatico, who has
been given unilateral authority over all aspects of the financial and operating
policies of these entities, including the hiring and termination of staff and
the purchase and sale of assets. In addition, all management functions of these
subsidiaries are performed by Allianz Group employees and all operations are
undertaken in Allianz Group's facilities. The Allianz Group also develops all
insurance products written through these subsidiaries. Although the Allianz
Group and the other shareholder each have the right to appoint half of the
directors of each subsidiary, the rights of the other shareholders are limited
to matters specifically reserved to the board of directors and shareholders
under Italian law, such as decisions concerning capital increases, amendments to
articles and similar matters. In addition, in the case of Antoniana, the Allianz
Group has the right to appoint the Chairman, who has double board voting rights,
thereby giving the Allianz Group a majority of board votes. The shareholder
agreements for CreditRas, Duerrevita (merged in 2002 with CreditRas) and
Antoniana are subject to automatic renewal and are not terminable prior to their
stated terms.
As of December 31, 2003, there were 13 (2002: 12 and 2001: 13) joint
ventures that were accounted for using the equity method; each of these
enterprises is managed by Allianz AG together with a third party not
consolidated in the Allianz Group's consolidated financial statements.
Additionally, there were 170 (2002: 198 and 2001: 146) associated
enterprises accounted for using the equity method as of December 31, 2003.
Certain enterprises have not been consolidated in the Allianz Group's
consolidated financial statement or accounted for using the equity method in
cases where their value is not material to the presentation of the consolidated
financial statements as a whole.
All affiliated companies, joint ventures, and associated companies that are
included in or excluded from the consolidated financial statements are
individually listed in the disclosure of equity investments filed with the
Commercial Register in Munich. All private companies are also listed and
identified separately in this disclosure of equity investments, for which the
consolidated financial statements and the Allianz Group management report are
exempt in accordance with the application of sec.264 b of the German Commercial
Code (HGB). Selected affiliated and associated enterprises are listed in Note
48.
F-19
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
ACQUISITIONS
The following are the significant companies consolidated for the first-time
for the years ended December 31, 2003, 2002 and 2001:
EFFECTS ON THE CONSOLIDATED FINANCIAL STATEMENTS IN
YEAR OF ACQUISITION(1)
------------------------------------------------------
DATE OF FIRST-TIME GROSS NET AMORTIZATION
PRINCIPAL NEW ACQUISITIONS CONSOLIDATION PREMIUMS INCOME GOODWILL(2) OF GOODWILL
-------------------------- ------------------ ---------- -------- ------------- --------------
E(MN) E(MN) E(MN) E(MN)
2003
--........................ -- -- -- -- --
2002
Slovenska poist' ovna
a.s., Bratislava........ July 22, 2002 125 (8) 138 (7)
2001
Dresdner Bank AG,
Frankfurt/Main.......... July 23, 2001 -- (300) 3,977 (108)
Nicholas-Applegate, San
Diego................... January 31, 2001 -- (29) 1,042 (47)
---------------
(1) Consolidated in the business segments.
(2) On the date of first-time consolidation.
2003 ACQUISITIONS:
In the course of the year, no major subsidiaries were acquired or
consolidated for the first time.
The Allianz Group acquired the following additional interests in already
consolidated subsidiaries:
- Riunione Adriatica di Sicurta S.p.A., Milan: On February 17, 2003, the
Allianz Group increased its interest in Riunione Adriatica di Sicurta
S.p.A., Milan, by 4.4% to 55.5%, resulting in additional goodwill of E146
million. The acquisition cost for the additional interest was E810
million.
- Munchener und Magdeburger Agrarversicherung AG, Munich: On December 2,
2003, the Allianz Group increased its interest in Munchener und
Magdeburger Agrarversicherung AG, Munich, by 6.1% to 58.5%. The
acquisition cost for the additional interest was E0.2 million.
- PIMCO Advisors L.P., Delaware: In April 2003, July 2003 and October
2003, the Allianz Group increased its interest in PIMCO Advisors L.P.,
Delaware, by a total of 14.4% to 83.9%, resulting in additional goodwill
of E624 million. The acquisition cost for the additional interest was
E640 million.
F-20
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
2003 DIVESTITURES:
The principal companies deconsolidated in the course of the year are
presented in the following table:
EFFECTS ON THE CONSOLIDATED FINANCIAL STATEMENTS FOR 2003(1)
-------------------------------------------------------------
DISPOSED
DATE OF GROSS NET GOODWILL CHARGED
DECONSOLIDATION PREMIUMS INCOME TO INCOME(2)
------------------- --------- ------- -----------------
E(MN) E(MN) E(MN)
AFORE Allianz Dresdner S. A. de
C.V., Mexico City............. November 11, 2003 -- 10 117
AGF AZ Chile Vida, Santiago de
Chile......................... April 29, 2003 -- -- --
AGF Belgium Bank S.A.,
Brussels...................... December 15, 2003 -- (5) --
Allianz Parkway Integrated Care
Pte Ltd., Singapore........... September 30, 2003 7 -- --
Merchant Investors Assurance
Company Ltd., Bristol......... October 3, 2003 3 -- --
Pioneer Allianz Life Assurance
Corporation, Metro Manila..... January 14, 2003 -- -- --
---------------
(1) Consolidated in the business segments.
(2) At the date of deconsolidation.
2002 ACQUISITIONS:
- Slovenska poist'ovna a. s., Bratislava: On July 22, 2002, the Allianz
Group acquired 66.8% of Slovenska poist'ovna a. s. at a purchase price of
E142 million. Slovenska poist'ovna operates in both the property-casualty
and the life/health insurance business segments. An additional 25.8% and
6.5% interests were acquired on July 29, 2002 and December 20, 2002,
respectively. The total acquisition cost for the 99.1% interest in
Slovenska poist'ovna amounted to E216 million.
- Allianz Lebensversicherungs-AG, Stuttgart: On January 15, 2002, the
Allianz Group increased its interest in Allianz Lebensversicherungs-AG by
40.5% to 91.0%, resulting in additional goodwill of E633 million. The
acquisition cost for the additional interest was E2,587 million.
- Frankfurter Versicherungs-AG, Frankfurt/Main: On June 28, 2002, the
Allianz Group increased its interest in Frankfurter Versicherungs-AG by
50.0% to 100.0%, resulting in additional goodwill of E57 million. The
acquisition cost for the additional interest was E930 million.
- Bayerische Versicherungsbank AG, Munich: On June 28, 2002, the Allianz
Group increased its interest in Bayerische Versicherungsbank AG by 45.0%
to 90.0%, resulting in additional goodwill of E94 million. The
acquisition cost for the additional interest was E858 million.
- Dresdner Bank AG, Frankfurt/Main: On January 15, 2002, June 28, 2002,
July 2, 2002 and August 23, 2002, the Allianz Group increased its
interest in Dresdner Bank AG by 21.5% to 100.0%, resulting in additional
goodwill of E2,002 million. The acquisition cost for the additional
interest totaled E6,338 million.
F-21
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
2002 DIVESTITURES:
- Deutsche Hyp Deutsche Hypothekenbank AG: In August 2002, Deutsche Hyp
Deutsche Hypothekenbank AG (Deutsche Hyp) was merged into Eurohypo AG, a
company into which Commerzbank AG, Deutsche Bank AG and Dresdner Bank AG
merged their mortgage lending subsidiaries. The proceeds from the sale of
Deutsche Hyp amounted to E1,411 million.
2001 ACQUISITIONS:
- Dresdner Bank AG, Frankfurt/Main and its subsidiaries: On July 23, 2001,
the Allianz Group acquired 56.7% of the outstanding shares of common
stock of Dresdner Bank AG, and its subsidiaries (the Dresdner Bank Group)
for a price of E17,277 million. Between July 23, 2001, and December 31,
2001, the Allianz Group purchased an additional 1.0% of the outstanding
shares of common stock of the Dresdner Bank Group for E418 million. Prior
to the July 23, 2001 acquisition, the Allianz Group held an equity
interest of 20.8% in the Dresdner Bank Group, and accounted for it under
the equity method. Total acquisition costs to obtain the majority holding
of 78.5% as of December 31, 2001 amounted to E19,561 million. The
transaction included the issuance of 19,972,339 shares of Allianz AG
common stock valued at E6,596 million.
Allianz AG accounted for its 2001 acquisitions of 57.7% of the Dresdner
Bank Group under the purchase method of accounting. The value of Allianz
AG shares issued in connection with the acquisition was based on the
share price as of the last trading date prior to the public announcement
of the Allianz Group's acquisition of the Dresdner Bank Group. This value
is representative of the contractually fixed terms related to the
acquisition of outstanding shares and registration of new shares which
were issued in exchange for Dresdner Bank Group shares. The results of
operations of the Dresdner Bank Group have been included in the
consolidated financial statements of the Allianz Group since July 23,
2001.
- Nicholas-Applegate, San Diego: On January 31, 2001, the Allianz Group
acquired 100% of this U.S. asset management holding company at a purchase
price of E1,111 million. The transaction also included
performance-related purchase price payments of up to E1,236 million and
incentive and retention schemes amounting to a maximum of E170 million.
(4) SUMMARY OF SIGNIFICANT ACCOUNTING AND VALUATION POLICIES
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements of the Allianz Group are based on the
annual financial statements of Allianz AG and all principal subsidiaries. The
Allianz Group's consolidated financial statements are uniformly prepared in
conformity with IFRS accounting and valuation standards as of December 31, 2003.
The Allianz Group has used interim financial statements for those entities whose
fiscal year end is other than December 31, 2003, not exceeding a lag of three
months.
Equity consolidation is carried out on the basis of the benchmark method in
conformity with IAS 22, Business Combinations. The acquisition costs are offset
against the Allianz Group's proportion of the shareholders' equity in the
subsidiaries at the date of acquisition. Certain assets and liabilities acquired
by the Allianz Group are carried at their fair value on the date of acquisition
of the subsidiary enterprises; for the proportion attributable to minority
interests, the pre-acquisition carrying amounts are used. When foreign
subsidiaries are consolidated for the first time, their net assets are
translated at the current exchange rates at the date of acquisition.
F-22
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
Goodwill arising from acquisitions is capitalized and amortized over the
estimated useful life. In the case of acquisitions prior to January 1, 1995,
such differences have been recorded directly in revenue reserves within
shareholders' equity in accordance with the transitional provisions in force
under IAS 22.
The earnings generated by subsidiaries after their first-time consolidation
or, where appropriate, their acquisition adjusted for consolidation effects, are
allocated to revenue reserves of the Allianz Group based on the Allianz Group's
ownership percentage in the subsidiaries.
The proportion of net income or loss attributable to minority interests has
been calculated on the basis of the consolidated net income or loss of those
enterprises for the year.
Intra-Allianz Group receivables and payables, income and expenses, and
profits have been eliminated.
FOREIGN CURRENCY TRANSLATION
Allianz AG's reporting currency is the Euro (E). Foreign currency is
translated in accordance with IFRS 21, The Effects of Changes in Foreign
Exchange Rates, by the method of functional currency. The functional currencies
for the Allianz Group's subsidiaries are usually the local currency of the
relevant company, e.g., the prevailing currency in the environment where the
subsidiary carries out its ordinary activities. In accordance with the
functional currency method, assets and liabilities are translated at the closing
rate on the balance sheet date and income and expenses are translated at the
annual average rate in all financial statements of subsidiaries not reporting in
Euro. Any foreign currency translation differences, including those arising in
the process of equity consolidation, are recorded directly in shareholders'
equity.
Assets and liabilities of the Allianz Group, which are subject to exchange
rate fluctuations, are normally safeguarded against such fluctuations by the
fact that individual foreign subsidiaries have most of their assets and
liabilities denominated in the same currency.
Currency gains and losses arising from foreign currency transactions
(transactions in a currency other than the functional currency of the entity)
are reported in other income and other expenses, respectively.
The principal exchange rates used are summarized in the following table:
E CLOSING RATES E ANNUAL AVERAGE RATES
----------------- ---------------------------
CURRENCY 2003 2002 2003 2002 2001
-------- ------- ------- ------- ------- -------
Australian Dollar (AUD).............. 1.674 1.851 1.738 1.735 1.732
Japanese Yen (JPY)................... 133.699 124.389 131,001 118.094 108.749
Pound Sterling (GBP)................. 0.705 0.651 0.692 0.629 0.622
Swiss Franc (CHF).................... 1.560 1.454 1.521 1.473 1.510
South Korean Won (KRW) (in
thousands)......................... 1.498 1.249 1.348 1.178 1.155
US Dollar (USD)...................... 1.250 1.042 1.131 0.945 0.896
USE OF ESTIMATES AND ASSUMPTIONS
The preparation of consolidated financial statements requires the Allianz
Group to make estimates and assumptions that affect items reported in the
consolidated balance sheet and income statement, as well as under contingent
liabilities. The actual values may differ from those reported. The most
important of such items are the reserve for loss and loss adjustment expenses,
the aggregate policy reserves and the loan loss allowance. In addition,
management makes certain assumptions in connection with impairment reviews of
investments, goodwill, and deferred taxes.
F-23
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
INTANGIBLE ASSETS
GOODWILL represents the difference between the purchase price of
subsidiaries and the Allianz Group's proportionate share of the fair value of
net assets at the time of acquisition. Minority interests are generally valued
at amortized historical cost. Goodwill is amortized on a straight-line basis
over its estimated useful life, which is normally ten years for
property-casualty insurance enterprises, twenty years for life/health insurance
enterprises, ten years for banks and twenty years for asset management
companies.
In addition to amortizing goodwill, the Allianz Group conducts an annual
impairment review of goodwill. The impairment review includes comparing the
present value of each cash generating unit to its respective carrying value on
the consolidated balance sheet, including goodwill. If the present value is
greater, no impairment is recorded. If the carrying value of the cash generating
unit on the consolidated balance sheet exceeds the present value of the cash
generating unit, the implicit present value of the related goodwill is
determined with a corresponding impairment charge recorded in the consolidated
income statement, reducing the respective goodwill to its present value. Gains
or losses realized on the disposal of subsidiaries include any related
unamortized goodwill balances.
PRESENT VALUE OF FUTURE PROFITS (PVFP) is the present value of net cash
flows anticipated in the future from insurance policies written at the point in
time of first-time consolidation after the insurance portfolio was purchased.
Interest accrues on the unamortized PVFP balance based upon the policy liability
rate or contract rate. PVFP is amortized over the years that such profits are
anticipated to be received in proportion to the estimated gross margins or
estimated gross profits for traditional participating products and financial or
investment products, respectively, and over the premium paying period in
proportion to premiums for other traditional insurance products.
The methods used by the Allianz Group to value insurance products purchased
are consistent with the valuation methods used most commonly to value blocks of
insurance business. They are also consistent with the basic methodology
generally used to value insurance assets. The procedures used by the Allianz
Group include:
- Identify the future cash flows from the acquired business.
- Identify the risks inherent in realizing those cash flows and the rate of
return the Allianz Group believes it must earn in order to accept the
risks inherent in realizing the cash flows.
- Determine the value of the insurance asset by discounting the expected
future cash flows by the discount rate the Allianz Group requires.
Expected future cash flows used in determining the PVFP are based on
actuarial determinations of future premium income, mortality, disease and
surrender probabilities, in addition to underwriting costs and returns on assets
that were invested in order to be able to meet the obligations arising under the
respective insurance contracts.
The discount rate used to determine the PVFP corresponds to the opportunity
costs for the risk capital used. In selecting the rate of return, the Allianz
Group considers the magnitude of the risks associated with the type of business
being acquired, actuarial factors described in the preceding paragraph, cost of
capital available to the Allianz Group to fund the acquisition and compatibility
with other Allianz Group activities that may favorably affect future profits.
SOFTWARE includes software purchased from third parties or developed
internally, which are amortized on a straight-line basis over their useful
service lives or contractual terms, with a maximum of five years. Intangible
assets also include capitalized loyalty bonuses for senior management of the
PIMCO Group, Delaware that are amortized on a straight-line basis over five
years, as well as the value of the brand names
F-24
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
of the Dresdner Bank Group that are amortized on a straight-line basis over
twenty years. The fair values for the names "Dresdner Bank" and "dit" (Deutscher
Investment-Trust), registered as trade names, were determined using a royalty
savings approach.
Similar to goodwill, other intangible assets are subject to an impairments
review at least once a year. If there are indications that other intangible
assets are impaired, their respective recoverable amounts are determined. If the
recoverable amounts of other intangible assets are less than their carrying
amounts, an impairment is recorded in the consolidated income statement,
reducing the respective other intangible asset to its current recoverable
amount.
INVESTMENTS IN AFFILIATED ENTERPRISES, JOINT VENTURES AND ASSOCIATED ENTERPRISES
ASSOCIATED ENTERPRISES are enterprises over which an enterprise included in
the consolidated financial statements can exercise a significant influence, and
which is neither a subsidiary (affiliated enterprise) nor a joint venture. A
significant influence is presumed to exist where an enterprise is entitled,
directly or indirectly, to at least 20% of the voting rights.
Investments in affiliated enterprises, joint ventures and associated
enterprises are generally accounted for using the equity method, such that the
carrying value of the investment represents the Allianz Group's proportionate
share of the entities' net assets. The Allianz Group accounts for all material
investments in associates on a time lag of no more than three months for IFRS.
In the case of investments in enterprises that prepare their own consolidated
financial statements, their carrying values are based on its consolidated
equity. The Allianz Group's share of net income or loss from such investments is
included in consolidated net income. The effect of profits and losses from
intercompany transactions has been eliminated.
Investments in affiliated enterprises, joint ventures, and associated
enterprises, which are not accounted for using the equity method because they
are not material to the Allianz Group, are carried at cost. Associated
enterprises are all those enterprises in which the Allianz Group has an interest
of between 20 percent and 50 percent, all of which a significant influence is
presumed.
Income from investments in affiliate enterprises, joint ventures and
associated enterprises is included as a separate component of total income as
the Allianz Group considers income earned from such investments to be consistent
with revenues such as realized gains, interest, and dividends earned from other
investments.
The impact of the terrorist attack of September 11, 2001 on the financial
results of Munchener Ruckversicherungs-Gesellschaft AG (Munich Re), the Allianz
Group's most significant associate at that time, was considered in the 2001
consolidated income statement and consolidated statement of movements in
shareholders' equity in light of the significance and relevance of this impact
to the Allianz Group's 2001 consolidated financial statements.
INVESTMENTS
Investments include securities held to maturity, securities
available-for-sale, real estate used by third parties and funds held by others
under reinsurance contracts assumed. Derivatives used for hedge transactions are
included with the classification of the item hedged.
SECURITIES HELD-TO-MATURITY are comprised of fixed income securities, which
the Allianz Group has the positive intent and ability to hold to maturity. These
securities are carried at amortized cost and the related premium or discount is
amortized using the effective interest method over the life of the security.
Amortization of premium or discount is included in interest income. These
securities are recognized at the trade date.
F-25
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
SECURITIES AVAILABLE-FOR-SALE are securities that are not classified as
held-to-maturity or trading assets. Available-for-sale securities are valued at
fair value at the balance sheet date. Unrealized gains and losses, which are the
difference between fair value and cost (amortized cost in the case of fixed
income securities), are included as a separate component of shareholders'
equity, net of deferred taxes, or, for amounts that would be due to
participating policyholders if realized, taken to the latent reserve for premium
refunds within other insurance reserves. Realized gains and losses on securities
are generally determined by applying the average cost method. These securities
are recognized at the trade date.
All investments in the Allianz Group's investment portfolio are subject to
regular IMPAIRMENT REVIEWS. Generally, the carrying value of investments is
reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount may not be recoverable. Impairments are measured as the
difference between the amortized cost of a particular investment and the current
fair value (for equity instruments) or the recoverable amount (for debt
instruments). Impairments recorded on investments to bring the investment to its
current fair value are charged to income if an other-than-temporary diminution
in value occurs. As of the closing date for each quarter and year-end, the
Allianz Group identifies, on an Allianz Group-wide basis, all securities whose
market values are other-than-temporarily below amortized cost based on our
policy guidelines. Fair value determinations for financial assets and
liabilities are based generally on listed market prices, broker or dealer price
quotations or internal valuations if none of the aforementioned pricing
information exists.
Fixed income securities classified as available-for-sale are valued at
current fair value. The Allianz Group considers a fixed income security to be
impaired if its carrying amount is greater than its estimated recoverable
amount. The Allianz Group records an impairment on a fixed income security if a
decline in the fair value of a fixed income security is other-than-temporary.
Objective evidence that decline in the fair value of a fixed income security is
impaired other-than-temporary or uncollectible includes information that comes
to the attention of the Allianz Group regarding:
- significant financial difficulty of the issuer;
- an actual breach of contract, such as a default or delinquency in
interest or principal payments;
- granting by the lender to the borrower, for economic or legal reasons
relating to the borrower's financial difficulty, of a concession that the
lender would not otherwise consider;
- a high probability of bankruptcy or other financial reorganization of the
issuer;
- recognition of an impairment loss on that asset in a prior financial
reporting period;
- the disappearance of an active market for that financial asset due to
financial difficulties; or
- a historical pattern of collections of accounts receivable that indicates
that the entire face amount of a portfolio of accounts receivable will
not be collected.
However, the disappearance of an active market because an issuer's
securities are no longer publicly traded is not evidence of impairment. A
downgrade of an issuer's credit rating is not, of itself, evidence of
impairment, though it may be evidence of impairment when considered with other
available information.
Additionally, if there exists no positive intention or ability of Allianz
Group's management to hold a security through the anticipated recovery period,
an impairment is recorded. The Allianz Group analyses all fixed income
securities whose recoverable amount has been permanently for more than six
months by more
F-26
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
than 20% below amortized cost. In such instances, additional subjective criteria
for diminution in value are taken into account, including:
- significant downgrade (already occurred or imminent) by one or several
rating agencies;
- accumulation of defaults within a certain industry or geographic region;
- change in recommendations of investment advisors of market analysts.
Generally, the Allianz Group does not consider fixed income instruments
impaired if the decline in value is caused solely by changes in interest rates.
Equity securities categorized as securities available-for-sale are valued
at current fair value. The Allianz Group records an impairment on an equity
security if a decline in the fair value of an equity security is
other-than-temporary. An impairment is required to be recorded on equity
securities if the Allianz Group determines that one or more of the following
objective criteria applies:
- significant financial difficulty of the issuer;
- a high probability of bankruptcy or other financial reorganization of the
issuer;
- the disappearance of an active market for the financial asset due to
financial difficulties;
- discontinuation of the basis for business or of a substantial part of the
basis for business for technological, economic or legal reasons; or
- not existing intention or ability of Allianz Group's management to hold
the security through the anticipated recovery period.
In 2001, the Allianz Group generally considered a decline in fair value in
an equity security classified as available-for-sale to be other-than-temporary
if the fair value of the security was continuously for a period of more than six
months more than 30% below both the weighted-average amortized cost of the
individual Allianz Group company that held the security and the Allianz Group's
weighted-average amortized cost. In these instances the Allianz Group recorded
an impairment on equity securities held by Allianz Group companies that were in
an unrealized loss position.
In 2002, the Allianz Group modified its policy and generally considered a
decline to be other-than-temporary if the fair value was continuously for a
period of more than six months 20% or more below both the weighted-average
amortized cost of the individual Allianz Group company that held the security
and the Allianz Group's weighted-average amortized cost.
As of December 31, 2003, the Allianz Group applied a further criterion and
generally considered a decline in fair value to be other-than-temporary for all
publicly traded equity securities which have been permanently in an unrealized
loss position for more than 12 months.
Finally, if one or more of the following indicators applies, equity
investments are subject to further in-depth review:
- deterioration in recommendations of investment advisors or market
analysts;
- issuer's industry or region is in a sustained recession, which is also
reflected in the respective stock indices.
- decline in the issuer's price-to earnings (P/E) ratio;
- losses recently incurred by the issuer
F-27
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
- change in the issuer's dividend policy; or
- specific events which impact the business operations of the issuer.
Moreover, an impairment loss is recorded, if the fair value of an equity
security has declined more than 80% below amortized cost as of the end of any
fiscal quarter.
Additionally, the Allianz Group also applies subjective criteria when
analyzing equity securities for potential impairment.
If the criteria mentioned above indicate an impairment but recovery of the
amortized cost is still expected in the medium-term, the decrease in value may
still be considered temporary based on management's judgment, provided the
Allianz Group has the positive intent and ability to hold the investment for a
period of time sufficient to allow for a recovery in fair value. The following
information is required to support any decision not to record an impairment in
such cases:
- positive evaluations of market analysts including fundamental analysis
and future price targets;
- relative performance of the investment compared to regional and industry
benchmarks indicate that the decrease in value is attributable to
industry or market conditions, rather than issuer-specific problems;
- historical share price development -- in particular taking into account
high and low market prices during the last 12 months -- and volatility in
share prices indicate that acquisition amortized cost may be recovered in
the near future; and
- specific positive intentions and ability to hold the investment exist.
A decision based on management judgment is required to follow these
guidelines, is required to be supported by full documentation and is required to
be updated at regular intervals. To ensure consistency, decisions based on
management judgment may only be taken at the Allianz Group level and not by any
of the Allianz Group's subsidiaries.
Direct private equity investments, which are mostly non-traded securities,
are carried by the Allianz Group at fair value based on quarterly valuations.
These valuations, which also serve the purpose of impairment tests, are based on
multiples such as earnings before interest, taxes, depreciation and amortization
(EBITDA), earnings before interest and taxes (EBIT) or P/E ratios. If
appropriate, discounted cash flow models or leveraged buyout (LBO) models are
applied as well as part of the impairment testing. Moreover, additional
information from the financial reports of the companies held within the Allianz
Group's private equity investment portfolio, which Allianz Capital Partners is
invested in, are taken into consideration. If a decline in the fair value of an
investment is ultimately determined to be other-than-temporary, an impairment is
recorded.
The Allianz Group's valuation of investments in private equity funds, or
funds of funds, relies primarily on information relating to net asset value
(NAV) provided by the general partners of such funds. In the case of an
insolvency or the filing for Chapter 11 (liquidation) of a fund, the Allianz
Group records an impairment. In addition, the Allianz Group also analyses
subjective criteria when assessing whether an other-than-temporary diminution in
value has occurred. Specifically, all funds whose commitments are invested by
more than 40% and whose running time exceeds three years, is subject to an
impairment test. An impairment is recorded if the NAV provided by the general
partner has continuously been for a period of more than six months 20% or more
below the acquisition amortized cost. The impairment recorded by the Allianz
Group constitutes the difference between the amortized cost, reduced by all or a
portion of the relevant management fee, and the NAV of the fund.
F-28
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
The fair value of individual securities held-to-maturity can fall
temporarily below their carrying value, but, provided there is no risk resulting
from changes in financial standing, no impairment is recorded for such
securities.
For equity securities, if, in a subsequent period, the amount of the
impairment previously recorded on a security decreases, the impairment is
reversed through other income for investments in the Allianz Group's
consolidated income statement. For fixed income securities, if, in a subsequent
period, the amount of the impairment previously recorded on a security decreases
and the decrease can be objectively related to an event occurring after the
impairment, such as an improvement in the debtor's credit rating, the impairment
is reversed through other expenses income for investments in the Allianz Group's
consolidated income statement. For both equity and fixed income securities, such
reversals do not result in a carrying amount of a security that exceeds what
would have been, had the impairment not been recorded, at the date of the
impairment is reversed.
REAL ESTATE USED BY THIRD-PARTIES (i.e., real property and equivalent
rights and buildings, including buildings on leased land) is carried at cost
less accumulated depreciation and impairments. Real estate used by third parties
is depreciated on a straight-line basis over its estimated life, with a maximum
of 50 years. Real estate used by third-parties is valued at the lower of cost or
market. When testing for impairment, the fair value of real estate used by third
parties is determined by the discounted cash flow method. Improvement costs are
capitalized if they extend the useful life of the asset, otherwise they are
recognized as an expense.
FUNDS HELD BY OTHERS UNDER REINSURANCE CONTRACTS ASSUMED relate to cash
deposits to which the Allianz Group is entitled, but which the ceding insurer
retains as collateral for future obligations of the Allianz Group. The cash
deposits are recorded on the balance sheet at face value, less any impairments
for balances that are deemed to not be fully recoverable.
INVESTMENTS HELD ON ACCOUNT AND AT RISK OF LIFE INSURANCE POLICYHOLDERS
Investments held on account and at risk of life insurance policyholders are
comprised mainly of investments funding unit-linked life insurance policies and
investments to cover obligations under policies where the benefits are
index-linked. Investments held on account and at risk of life insurance
policyholders are valued at market value on the balance sheet date. Unrealized
gains and losses arising from market valuations lead to a corresponding increase
or decrease in the related insurance reserves.
The Allianz Group maintains and invests these investments separately from
its own investments. Policyholders are entitled to all gains and losses
pertaining to these investments and therefore to the total amount of all the
investments shown under this heading.
DERIVATIVES
The Allianz Group's insurance companies use derivative financial
instruments such as swaps, options and futures to hedge against changes in
prices or interest rates in their investment portfolio. In the Allianz Group's
banking business, derivatives are used both for trading purposes and to hedge
against movements in interest rates, currency and other price risks of its
investments, loans, deposit liabilities and other interest sensitive assets and
liabilities.
Pursuant to IAS 39, derivative financial instruments that do not meet the
criteria for hedge accounting are reported at fair value as financial assets or
liabilities held for trading. Gains or losses on these instruments arising from
valuation at fair value are included in the Allianz Group's consolidated income
statement under trading income. This treatment is applicable to derivatives used
independently, not in connection with hedge
F-29
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
transactions, and for separated embedded derivatives of a hybrid financial
instrument. In contrast, derivatives used in hedge transactions are recognized
and classified as follows:
Fair value hedges: The risk of changes in the fair value of reported
assets or liabilities is hedged by a fair value hedge. Changes in the fair value
of a hedging instrument are recognized in current period net income, and
classified together with the pro rata share of the profit or loss attributable
to the change in value of the hedged risk recognized in the income statement.
Cash flow hedges: Cash flow hedges reduce the exposure to variability in
cash flows that is attributable to a particular risk associated with a
recognized asset or liability or attributable to future cash flows from a firm
commitment or a forecasted transaction. Any value changes in derivative
instruments that represent an effective hedge are recorded under shareholders'
equity, and recognized in the income statement when the offsetting gain or loss
associated with the hedged item is recognized. The ineffective part of the hedge
is recognized directly in the income statement in the current period.
Hedges of a net investment in a foreign entity: Hedge accounting may be
applied to hedge a net investment in a foreign entity. Financial instruments are
used to hedge currency risk. The proportion of gains or losses arising from
valuation of the hedging instrument, which is classified as an effective hedge,
is recognized in shareholders' equity, while the ineffective part is recognized
in the income statement.
For derivatives used for hedging purposes, the Allianz Group designates its
derivative instruments as a fair value, cash flow, or hedge of a net investment
in a foreign entity. Pursuant to IAS 39, the Allianz Group documents the hedge
relationship, as well as its risk management objective and strategy for entering
into various hedge transactions. The Allianz Group also assesses, both at the
hedge's inception and on an on-going basis, whether the derivatives that are
used for hedging transactions are highly effective in offsetting changes in fair
values or cash flows of the hedged items.
The Allianz Group discontinues hedge accounting prospectively when it is
determined that the derivative is no longer highly effective, the derivative or
the hedged item expires, or is sold, terminated or exercised, or when management
determines that designation of the derivative as a hedging instrument is no
longer appropriate. When a fair value hedge is discontinued, the Allianz Group
continues to carry the derivative on the balance sheet at its fair value, and no
longer adjusts the hedged item for changes in fair value. The adjustment of the
carrying amount of the hedged item is accounted for in the same manner as other
components of the carrying amount of that item. When hedge accounting for a cash
flow hedge is discontinued, the Allianz Group continues to carry the derivative
on the balance sheet at its fair value and any net unrealized gains and losses
accumulated in shareholders' equity are recognized immediately in net income.
When a hedge of a net investment in a foreign entity is discontinued, the
Allianz Group continues to carry the derivative on the balance sheet at its fair
value and any net unrealized gains or losses accumulated in shareholders' equity
remain in shareholders' equity until the disposal of the foreign entity.
For fair value and cash flow hedges of investment securities or loans, the
hedge instrument is classified in the same balance sheet category as the hedged
item when the hedge instrument has a positive fair value, and in other
liabilities when the hedge instrument has a negative fair value. For fair value
and cash flow hedges of debt issued and for hedges of a net investment in a
foreign entity, the hedge instrument is included in other assets or other
liabilities.
LOANS AND ADVANCES TO BANKS AND CUSTOMERS
Loans and advances to banks and customers originated by the Allianz Group
that are intended to be held to maturity are generally carried at their
outstanding unpaid principal balance net of the allowance for loan losses,
deferred fees and costs on origination, and unamortized premiums or discounts.
Interest revenues are accrued on the unpaid principal balance net of
charge-offs. Using the effective interest method, net deferred
F-30
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
fees and premiums or discounts are recorded as an adjustment of the interest
revenue yield over the lives of the related loans.
Loans are placed on non-accrual status when management determines that the
payment of principal or interest is doubtful. Management's judgment is applied
based on its credit assessment of the borrower. Non-accrual loans consist of
loans on which interest income is no longer recognized on an accrued basis, and
loans for which a specific provision is recorded for the entire amount of
accrued interest receivable. When a loan is placed on non-accrual status, any
accrued but unpaid interest previously recorded is reversed against current
period interest revenues. Loans can only be restored to accrual status when
interest and principal payments are made current (in accordance with the
contractual terms), and in management's judgment, future payments in accordance
with those terms are reasonably assured. When there is a doubt regarding the
ultimate collectibility of the principal of a loan placed in non-accrual status,
all cash receipts are applied as reductions of principal. Once the recorded
principal amount of the loan is reduced to zero, future cash receipts are
recognized as interest income.
Included in loans and advances to banks and customers are outstanding
reverse repurchase ("repo") transactions. A reverse repo transaction involves
the purchase of securities with the simultaneous obligation to sell these
securities at a future date at an agreed upon price. If control of the
securities remains with the Allianz Group over the entire lifetime of the
transaction, the securities concerned are included in the Allianz Group's
consolidated balance sheet and are valued in accordance with the accounting
principles for trading assets or investments. Interest income on reverse repo
agreements is reported in interest and similar income in the Allianz Group's
consolidated income statement.
LOAN IMPAIRMENTS AND PROVISIONS
Impaired loans represent loans for which, based upon current information
and events, it is probable that the Allianz Group will not be able to collect
all interest and principal amounts due in accordance with the contractual terms
of the loan agreements.
The allowance for loan losses represents management's estimate of probable
losses that have occurred in the loan portfolio and other lending-related
commitments as of the date of the consolidated financial statements. The
allowance for loan losses is reported as a reduction of assets and the
provisions for contingent liabilities, such as guarantees, loan commitments and
other obligations are carried as liabilities.
To allow management to determine the appropriate level of the allowance for
loan losses, all significant counterparty relationships are periodically
reviewed. A specific allowance is established to provide for specifically
identified counterparty risks. Specific allowances are established for impaired
loans. The amount of the impairment is based on the present value of expected
future cash flows or based on the fair value of the collateral if the loan is
collateralized and foreclosure is probable. If the amount of the impairment
subsequently increases or decreases due to an event occurring after the initial
measurement of impairment, a change in the allowance is recognized in earnings
by a charge or a credit to net loan loss provisions.
A general allowance is established to provide for incurred but unidentified
losses that are inherent in the loan portfolio as of December 31, 2003. General
allowances for loan losses are established for loans not specifically identified
as impaired. The amount of the allowance is based on historical loss experience
and management's evaluation of the loan portfolio under current events and
economic conditions.
A country risk allowance is established for transfer risk. Transfer risk is
a measure of the likely ability of a borrower in a certain country to repay its
foreign currency-denominated debt in light of the economic or political
situation prevailing in the country. Country risk allowances are based on a
country risk rating system that incorporates current and historical economic,
political and other data to categorize countries by risk profile.
F-31
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
Loans are charged-off when, based on management's judgement, all
economically sensible means of recovery have been exhausted. At the point of
charge-off, the loan as well as any specific allowance associated with the loan
must be removed from the balance sheet or a charge may be recorded to directly
charge-off the loan. A charge-off may be full or partial. Subsequent to a
charge-off, recoveries, if any, are recognized in the income statement as a
credit to net loan loss provisions.
The provision for loan loss, which is charged to net income, is the amount
necessary to adjust the allowance to a level determined through the process
described above.
LEASE FINANCING TRANSACTIONS
Loans and advances to customers include the Allianz Group's gross
investment in leases less unearned finance income related to lease financing
transactions for which the Allianz Group is the lessor. The gross investment in
leases is the aggregate of the minimum lease payments and any unguaranteed
residual value accruing to the Allianz Group. Lease financing transactions
include direct financing leases and leveraged leases. The unearned finance
income is amortized over the period of the lease in order to produce a constant
periodic rate of return on the net investment outstanding in respect of finance
leases.
TRADING ASSETS
Trading assets consist of debt and equity securities, derivatives with
positive market values, promissory notes and precious metal holdings, which have
been acquired solely for sale in the near term. These assets are classified as
"trading" on account of their purpose and are reported at fair value as of the
balance sheet date. Changes in fair value are recognized directly in the income
statement. Exchange-traded financial instruments are valued at the exchange
prices prevailing on the last exchange trading day of the year. To determine the
market values of unlisted financial instruments, quotations of similar
instruments or other valuation models (in particular present value models or
option pricing models) are used. Creditworthiness, settlement costs and market
liquidity are also taken into account as integral components of the valuation
process. Realized gains and losses on securities are primarily calculated based
on the average cost method.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include balances with banks payable on demand,
balances with central banks, checks and cash on hand, treasury bills (to the
extent they are not included in trading assets), and bills of exchange which are
eligible for refinancing at central banks, subject to a maximum term of six
months from the date of acquisition. Cash and cash equivalents are stated at
their face value, with holdings of foreign notes and coins valued at year-end
closing prices.
OTHER ASSETS
Other assets consist of real estate owned by the Allianz Group and used for
its own activities, equipment, accounts receivable, deferred policy acquisition
costs, prepaid expenses and miscellaneous assets.
REAL ESTATE OWNED BY THE ALLIANZ GROUP USED FOR ITS OWN ACTIVITIES (e.g.,
real property and buildings, including buildings on leased land) is carried at
cost less accumulated depreciation and impairments. The capitalized cost of
buildings is calculated on the basis of acquisition cost and depreciated over a
maximum of 50 years in accordance with their useful lives. Buildings owned by
the Allianz Group for its own use are depreciated on a straight-line basis over
their estimated useful lives. Costs for repairs and maintenance are expensed,
while improvements are capitalized. An impairment is recognized when the
recoverable amount of these assets is less than their carrying amount.
F-32
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
EQUIPMENT is carried at cost less accumulated depreciation and impairment.
Depreciation is generally computed using the straight-line method over the
estimated useful lives of the assets. The estimated useful life of equipment
ranges from 2 to 10 years, except for purchased information technology
equipment, which is 2 to 8 years. Costs for repairs and maintenance are
expensed, while improvements are capitalized. An impairment is recognized when
the recoverable amounts of these assets are less than their carrying amount.
RECEIVABLES are recorded at face value less any payments received, net of
appropriate valuation allowances.
DEFERRED POLICY ACQUISITION COSTS consist primarily of commissions,
underwriting expenses and policy issuance costs, which vary with and are
directly related to the acquisition and renewal of insurance contracts. Such
acquisition costs are deferred and amortized to the extent they are recoverable.
Deferred policy acquisition costs for property-casualty products are
amortized over the periods in which the related premiums are earned.
Deferred policy acquisition costs for traditional life/health products are
amortized over the premium paying period of the related policies in proportion
to the net level premium using assumptions consistent with those used in
computing the provision for aggregate policy reserves as previously noted. The
methods use best estimate assumptions for mortality, morbidity, expected
investment yields, terminations and expenses at the policy inception date and
remain locked-in thereafter. These assumptions are adjusted for a provision of
adverse deviation, which is used to provide a margin for fluctuation and
uncertainty inherent in the assumption setting process.
Deferred policy acquisition costs on participating traditional products are
amortized over the expected life of the contracts in proportion to the estimated
gross margins (or EGMs). The present value of estimated gross margins is
computed using the expected investment yield. EGMs include estimates of premiums
to be received, expected earned investment income, benefits to be paid,
administration costs, changes in reserve for death and other benefits, expected
annual policyholder dividends and realized gains and losses. Estimates of
expected gross margins are determined on a best estimate basis without
provisions for adverse deviation and are re-evaluated on a regular basis where
actual margins replace estimated margins when actual profits emerge.
Deferred policy acquisition costs on non-traditional life products are
amortized over the expected life of the contracts as a constant percentage of
estimated gross profits (or EGPs). The present value of EGPs is computed using
the interest that accrues to the policyholders, known as the contract rate. EGPs
include estimates regarding mortality, administration costs, expected investment
income to be earned less interest credited to policyholders, surrender charges
and realized gains and losses.
The level of conservatism built into the assumptions and estimates used
will impact the current earnings and the emergence of future profits. Management
regularly reviews the potential for changes in the estimates (both positive and
negative) and uses the results of these evaluations to adjust recorded
amortization expenses and to adjust underwriting criteria, which could be
material to the Allianz Group's insurance operations.
Loss recognition analysis is performed by line of business, in accordance
with our manner of acquiring, servicing and measuring the profitability of our
insurance contracts. Net unearned premiums are tested to determine whether they
are sufficient to cover related expected claims, loss adjustment expenses,
policyholder dividends, commission, amortization and maintenance expenses. If
there is a premium deficiency, the deferred policy acquisition cost is written
down by the amount of the deficiency. If after writing down all of the deferred
policy acquisition cost asset for a line of business a premium deficiency still
exists, a premium deficiency reserve is recorded to provide for the deficiency
in excess of the deferred policy acquisition cost asset written down.
F-33
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
SECURITIES BORROWING AND LENDING
The Allianz Group enters into securities borrowing and lending transactions
on behalf of its customers and to fulfill its own obligations to deliver or take
delivery of securities and to maximize returns on the investment portfolios of
its insurance companies. Such transactions involve the transfer of securities
from one market participant (lender) to another counter-party (borrower), for a
certain period of time. If the lender retains control, the lender continues to
report the securities involved on its balance sheet, whereas borrowed securities
are not reported. Securities borrowed and securities loaned are recorded at the
amount of cash advanced and received, respectively, and are collateralized
primarily by equity and fixed income securities. Securities borrowed
transactions generally require the Allianz Group to deposit cash collateral with
the securities lender. In a securities loaned transaction, the Allianz Group
generally receives cash collateral in an amount equal to or in excess of the
market value of the securities loaned. The Allianz Group monitors the fair value
of securities borrowed and securities loaned and additional collateral is
obtained if necessary. Income and expenses from securities borrowing and lending
transactions are recognized on an accrual basis and reported under interest and
similar income or interest and similar expenses in the Allianz Group's
consolidated income statement.
ASSET SECURITIZATIONS
The Allianz Group transfers financial assets to certain special purpose
entities (SPEs) in revolving securitizations of commercial mortgage or other
loan portfolios. The Allianz Group consolidates these SPEs as the Allianz Group
continues to control the financial assets transferred and retains the servicing
of such loans.
LEASES
Property and equipment holdings are used by the Allianz Group under
operating leases, whereby the risks and benefits relating to ownership of the
assets remain with the lessor, and are not recorded on the Allianz Group's
consolidated balance sheet. Payments made under operating leases to the lessor
are charged to administrative expenses using the straight-line method over the
period of the lease. When an operating lease is terminated before the lease
period has expired, any penalty is recognized in full as an expense at the time
when such termination takes place.
SHAREHOLDERS' EQUITY
Treasury stock held by the Allianz Group is stated as shares held by the
Allianz Group. These shares are deducted from shareholders' equity at cost.
Gains and losses arising from trading in treasury stock held by the Allianz
Group are added to revenue reserves after income tax has been deducted.
COMPREHENSIVE INCOME is defined as the change in equity of an entity
excluding transactions with shareholders such as the issuance of common or
preferred shares, payment of dividends and purchase of treasury shares.
Comprehensive income has two major components: net income and other
comprehensive income. Other comprehensive income includes such items as
unrealized gains and losses on foreign currency translation, securities
available-for-sale, and gains and losses on derivatives involved in cash flow
hedges, net of applicable deferred income taxes. It also includes, where
applicable, adjustments to insurance policyholder liabilities and deferred
policy acquisition costs. Comprehensive income does not include changes in the
fair value of non-marketable securities and other assets generally carried at
cost.
F-34
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
INSURANCE RESERVES
The Allianz Group's life insurance subsidiaries offer a wide range of
traditional life insurance, financial and investment products. Traditional life
insurance products consist of both short and long-duration policies with
participating and non-participating features. Short-duration traditional life
insurance products include term, accident and health contracts. Long-duration
traditional life insurance products include individual and group whole-life,
endowment, guaranteed renewable term and accident and health, and annuity
contracts. Financial and investment products consist of universal life,
unit-linked products (variable annuities), single premium annuities, and
guaranteed investment contracts.
Insurance reserves include unearned premiums, the aggregate policy
reserves, reserves for loss and loss adjustment expenses, and other insurance
reserves.
Premiums written, attributable to income for future years, are accrued in
unearned premiums. These premiums are earned in subsequent years in relation to
the exact risk coverage period.
Unearned premiums for reinsurance business assumed are generally based on
the calculations of the cedant.
The AGGREGATE POLICY RESERVE for traditional life products is computed
using the net level premium method, which represents the present value of
estimated future policy benefits to be paid less the present value of estimated
future net premiums to be collected from policyholders. The method uses best
estimate assumptions for mortality, morbidity, expected investment yields,
lapses, surrenders and expenses at the policy inception date, which remain
locked-in thereafter. The reserve is adjusted for a provision of adverse
deviation, which is used to provide a margin for fluctuation and uncertainty
inherent in the assumption setting process.
The provision for aggregate policy reserves for traditional participating
life products is computed using the net level premium method. The method in this
case uses best estimate assumptions for mortality, morbidity and interest rates
that are guaranteed in the contract or are used in determining the dividends.
The provision for aggregate policy reserves for non-traditional life
products is equal to the account balance, which represents premiums received and
allocated investment return credited to the policy less deductions for mortality
costs and expense charges.
Best estimate assumptions include, but are not limited to, interest,
expenses, lapses, surrenders, mortality, morbidity and future bonuses. Current
and historical client data, as well as industry data, are used to determine
these assumptions. Assumptions for interest reflect expected earnings on assets,
which back the future policyholder benefits. The information used by the Allianz
Group's qualified actuaries in setting such assumptions includes, but is not
limited to, pricing assumptions, available experience studies, profitability
analysis. The level of conservatism built into the assumptions and estimates
will impact the current earnings and emergence of future profits.
The calculation of aggregate policy reserves is in accordance with various
US GAAP Statements of Financial Accounting Standards (SFAS), including SFAS 60,
SFAS 97, and SFAS 120. The calculation of aggregate policy reserves depends on
the extent to which policyholders benefit from any surpluses earned on insurance
policies. The assumptions on which the calculation is based vary, particularly
with regard to mortality, morbidity, interest rates and the treatment of
deferred policy acquisition costs. A distinction is drawn between the following
situations:
-- policyholders participate in surpluses in the same proportion as their
policies have contributed to these surpluses. Policyholders do not
participate in losses. This is referred to as the contribution
principle. Assumptions in this case are conservative and contractually
agreed, so there is a strong probability that surpluses will arise, most
of which have to be distributed to policyholders. Policy
F-35
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
acquisition costs are deferred over the terms of the policies in the
same proportion as the surpluses in individual years contribute to the
surplus on the portfolio concerned (SFAS 120).
-- policyholders participate in a surplus on the basis of a mechanical or
non-contributory system, and policyholders are guaranteed fixed benefits
and do not participate in any profits. All other benefits and risks are
carried by the insurer. Assumptions are used in these cases, including
provisions for adverse deviations, which are based on values at the time
when the policy is taken out. In health insurance, the insurer has the
option of adjusting premiums when the assumptions change. Policy
acquisition costs are also recognized over the terms of these policies,
but in the same proportion as premiums written for the year concerned
compared to the total premium income (SFAS 60).
-- policyholders carry not only the investment risk and corresponding
opportunities for benefit, but also any losses (e. g. unit-linked
insurance policies). The aggregate reserve for these policies is shown
under insurance reserves for life insurance where the investment risk is
carried by policyholders. In this case, the aggregate reserve is not
calculated actuarially, but rather it moves in line with the value of
the related investments (SFAS 97).
-- policyholders are entitled, within certain limits, to vary the level of
premium payments, and the life insurance enterprise does not generally
give any contractual guarantees about minimum rate of return or the
level of management fees (e. g. universal life policies). In this case,
the aggregate reserve is not calculated actuarially, but rather it moves
in line with the policyholders' account balances (SFAS 97).
The interest rate assumptions were as follows:
POLICIES USING THE OTHER
CONTRIBUTION PRINCIPLE POLICIES
---------------------- --------
Aggregate policy reserves................................. 3-4% 2.5-7%
Deferred acquisition costs................................ 5-6% 5-7%
The aggregate policy reserve for financial and investment products is equal
to the account value. Account values are not actuarially determined. Rather,
account values are equal to the premium received and interest credited to the
policy less deductions for mortality costs and expense charges assessed against
the policyholder. Mortality costs and expense charges are established by the
Allianz Group based upon its experience and cost structure and in accordance
with policy terms.
THE RESERVE FOR LOSS AND LOSS ADJUSTMENT EXPENSES is established for the
payment of losses and loss adjustment expenses (LAE) on claims which have
occurred but are not yet settled. Loss and LAE reserves fall into two
categories: individual case reserves for reported claims and reserves for
incurred but not reported (IBNR) claims.
Case reserves for reported claims are based on estimates of future payments
that will be made in respect of claims, including LAE relating to such claims.
Such estimates are made on a case-by-case basis, based on the facts and
circumstances available at the time the reserves are established. The estimates
reflect the informed judgment of claims personnel based on general insurance
reserving practices and knowledge of the nature and value of a specific type of
claim. These case reserves are regularly re-evaluated in the ordinary course of
the settlement process and adjustments are made as new information becomes
available.
IBNR reserves are established to recognize the estimated cost of losses
that have occurred but about which the Allianz Group has not yet been notified.
These reserves, like the reserves for reported claims, are established to
recognize the estimated costs, including expenses, necessary to bring claims to
final settlement. Since nothing is known about the occurrence, the Allianz Group
relies on its past experience, adjusted for current trends and any other
relevant factors. These reserves are estimates based on actuarial and
statistical
F-36
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
projections of the expected cost of the ultimate settlement and administration
of claims. The analyses are based on facts and circumstances known at the time,
predictions of future events, estimates of future inflation and other societal
and economic factors. Late reported claim trends, claim severity, exposure
growth and future inflation are examples of factors used in projecting the IBNR
reserve requirements. These reserves are reviewed and revised periodically as
additional information becomes available and actual claims are reported.
The process of estimating loss and LAE reserves is by nature imprecise due
to the large number of variables affecting the ultimate amount of claims. Some
of these variables are internal, such as changes in claims handling procedures,
introduction of new IT systems or company acquisitions and divestitures. Others
are external, such as inflation, judicial trends, and legislative changes. The
Allianz Group attempts to reduce the uncertainty in reserve estimates through
the use of multiple actuarial and reserving techniques and analysis of the
assumptions underlying each technique.
There is no adequate statistical data available for some risk exposures in
liability insurance, such as environmental and asbestos claims and large-scale
individual claims, because some aspects of these types of claims are still
evolving. Appropriate provisions have been made for such cases based on the
Allianz Group's judgment and an analysis of the portfolios in which such risks
occur. These provisions represent the Allianz Group's best estimate.
OTHER INSURANCE RESERVES include the reserve for premium refunds. This item
includes experience-rated and other premium refunds in favor of policyholders.
The reserve for premium refunds includes the amounts allocated under the
relevant local statutory or contractual regulations to the accounts of the
policyholders and the amounts resulting from the differences between these IFRS
based financial statements and the local financial statements (latent reserve
for premium refunds), which will reverse and enter into future deferred profit
participation calculations. These differences are recognized on a future accrual
basis and reported in profit participation accounts.
Unrealized gains and losses in connection with the valuation of investments
are recognized in the latent reserve for premium refunds to the extent that the
policyholder will participate in such gains and losses on the basis of statutory
or contractual regulations when they are realized.
The profit participation allocated to participating policyholders or
disbursed to them reduces the reserve. Any dividends allocated or disbursed over
and above the reserve are recorded in other expenses.
Methods and corresponding percentages for participation in profits by the
policyholders are set out below for the most significant countries:
COUNTRY BASE PERCENTAGE
------- --------------------- ----------
Germany:
Life(1)............................................. All sources of Profit 90%
Health(2)........................................... All sources of Profit 80%
France-Life........................................... Investments 85%
Italy-Life............................................ Investments 85%
---------------
(1) Following local accounting rules for contracts signed beginning at July 1,
1994, the policyholder is entitled to at least 90% of net investment income
and to an appropriate share of income from all other sources of profit.
(2) Following local accounting rules, policyholders are to be credited with at
least 90% of net interest income and at least 80% of gross income
respectively.
F-37
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
Other insurance reserves also include the premium deficiency reserve, which
is calculated individually for each insurance portfolio on the basis of
estimates of future claims, costs, premiums earned and proportionate investment
income. For short duration contracts, a premium deficiency is recognized if the
sum of expected claim costs and claim adjustment expenses, expected dividends to
policyholders, unamortized acquisition costs, and maintenance expenses exceeds
related unearned premiums while considering anticipated investment income. For
long duration contracts, if actual experience regarding investment yields,
mortality, morbidity, terminations or expense indicate that existing contract
liabilities, along with the present value of future gross premiums, will not be
sufficient to cover the present value of future benefits and to recover
unamortized acquisition costs, then a premium deficiency is recognized.
REINSURANCE
Premiums ceded for reinsurance and reinsurance recoveries on benefits and
claims incurred are deducted from the respective income and expense accounts.
Assets and liabilities related to reinsurance are reported on a gross basis.
Prepaid reinsurance represents the ceded portion of unearned premiums. Amounts
recoverable from reinsurers are estimated in a manner consistent with the claim
liability associated with the reinsured risks. Accordingly, revenues and
expenses related to reinsurance agreements are recognized consistent with the
underlying risk of the business reinsured.
LIABILITIES TO BANKS AND CUSTOMERS AND CERTIFICATED LIABILITIES
Liabilities to banks and customers also includes repurchase ("repo")
transactions. Repo transactions involves the sale of securities by the Allianz
Group to a counter-party, subject to the simultaneous agreement to repurchase
these securities at a certain later date, at an agreed price. If control of the
securities remains with the Allianz Group over the entire lifetime of the
transaction, the securities concerned are retained in the Allianz Group's
consolidated balance sheet and are valued in accordance with the accounting
principles for trading assets or investments. The proceeds of the sale are
reported under liabilities to banks or liabilities to customers, as appropriate,
within the Allianz Group's consolidated balance sheet. Interest expenses from
repos are reported in interest and similar expenses in the Allianz Group's
consolidated income statement.
Certificated liabilities are initially measured at cost, which is the fair
value of the consideration received, net of transaction costs incurred.
Subsequent measurement is at amortized cost, using the effective interest rate
method to amortize cost at inception (premium or discount) to the redemption
value over the life of the certificated liability. Non-interest bearing
liabilities such as zero-coupon bonds are valued at their present value on
initial recognition and written up in accordance with the effective yield method
at the contracted interest rate. Costs relating to the issuance of debt
securities, such as fees relating to placement, underwriting commitments,
subscription, management or syndication are recognized in the year they are
incurred, and are reported in other expenses.
TRADING LIABILITIES
Trading liabilities primarily include derivatives with negative market
values and obligations to deliver assets arising from short sales of securities,
which are carried out in order to benefit from short-term price fluctuations.
The securities required to close out short sales are obtained through securities
borrowing or repurchase agreements. These liabilities are valued the same as
trading assets.
OTHER ACCRUED LIABILITIES
Pension and similar reserves are calculated taking into account local
circumstances as well as current mortality, morbidity and employee turnover
projections. Expected future trends in salaries and wages,
F-38
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
retirement rates and pension increases are also taken into account. The notional
interest rate used is based on the rate for long-term, highly rated corporate or
government bonds.
Accrued taxes are calculated in accordance with relevant local tax
regulations.
Miscellaneous accrued liabilities primarily include reserves for
restructuring, anticipated losses arising from non-insurance business,
litigation, employees (e.g., early retirement, phased retirement, employee
awards for long service, and vacation) and agents (e.g., unpaid commissions).
RESTRUCTURING RESERVES are defined by programs, which will lead to material
changes in either the entity's business purpose or the realization of this
business purpose. The relevant program must be bindingly planned, executed and
monitored.
OTHER LIABILITIES
Other liabilities include funds held under reinsurance business ceded,
accounts payable on direct insurance business, accounts payable on reinsurance
business, and miscellaneous liabilities. These liabilities are reported at
redemption value.
DEFERRED TAXES
The calculation of deferred tax is based on temporary differences between
the Allianz Group's carrying amounts of assets or liabilities in its
consolidated balance sheet and their tax bases, and on differences arising from
the application of uniform valuation policies for consolidation purposes. The
tax rates used for the calculation of deferred taxes are the local rates
applicable in the countries concerned; changes to tax rates already adopted
prior to or as of the balance sheet date are taken into account.
PREMIUMS
Property-casualty insurance premiums are recognized as revenues over the
period of the contract in proportion to the amount of insurance protection
provided. Unearned premiums are calculated separately for each individual policy
to cover the unexpired portion of written premiums.
Health insurance premiums for long duration contracts such as
non-cancelable and guaranteed renewable contracts that are expected to remain in
force over an extended period of time are recognized as earned when due.
Premiums for short duration health insurance contracts are recognized as
revenues over the period of the contract in proportion to the amount of
insurance protection provided. Unearned premiums are calculated separately for
each individual policy to cover the unexpired portion of written premiums.
In the case of premiums for life insurance products where the policyholder
carries the investment risk (e.g., variable annuities), only those parts of the
premiums used to cover the risks insured and costs involved are treated as
premium income.
Life insurance premiums on traditional life insurance policies are
recognized as earned when due. Premiums on short duration life insurance
policies are recognized as revenues over the period of the contract in
proportion to the amount of insurance protection provided. Unearned premiums are
calculated separately for each individual policy to cover the unexpired portion
of written premiums. Benefits and expenses are provided for against such
revenues to recognize profits over the estimated life of the policies.
Revenues for financial and investment policies, such as universal life and
variable annuity contracts, represent charges assessed against the
policyholders' account balances for the cost of insurance, surrenders and policy
administration and are included within premiums earned on the Allianz Group's
consolidated
F-39
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
income statement. Benefits charged to expense include benefit claims incurred
during the period in excess of policy account balances and interest credited to
policy account balances.
INTEREST AND SIMILAR INCOME/EXPENSE
Interest income and interest expense are recognized on an accrual basis.
Interest income from lending business is recognized using the effective yield
method. This line item also includes dividends from available-for-sale equity
securities and interest recognized on finance leases. Dividends are recognized
in income when earned. Interest on finance leases is recognized in income over
the term of the respective lease so a constant period yield based on the net
investment is attained.
TRADING INCOME
Trading income comprises all realized and unrealized gains and losses from
trading assets and trading liabilities. In addition, commissions and all
interest and all dividend income attributable to trading operations and related
transaction costs are included in this line item.
INCOME FROM INVESTMENTS IN AFFILIATED ENTERPRISES, JOINT VENTURES AND ASSOCIATED
ENTERPRISES
Reporting of current income includes interest, dividends from equity
securities, the share of net income from enterprises accounted for using the
equity method, dividend income from investments in affiliated enterprises and
participations, and interest recognized on finance leases. Dividends are
recognized in income when received.
FEE AND COMMISSION INCOME AND EXPENSES
In addition to traditional commission income received on security
transactions, fee and commission income in the securities business also includes
commissions received in relation to private placements, syndicated loans and
financial advisory services. Other fees reflect commissions received for trust
and custody services, for the brokerage of insurance policies, credit cards,
home loans, savings contracts and real estate. Fee and commission income is
recognized in Allianz Group's banking operations when the corresponding service
is provided.
Assets and liabilities held in trust by the Allianz Group in its own name,
but for the account of third parties, are not reported in its consolidated
balance sheet. Commissions received from such business are shown in fee and
commission income in the Allianz Group's consolidated income statement.
Investment advisory fees are recognized as the services are performed. Such
fees are primarily based on percentages of the market value of the assets under
management. Investment advisory fees receivable for private accounts consist
primarily of accounts billed on a quarterly basis. Private accounts may also
generate a fee based on investment performance, which are recognized at the end
of the respective contract period if the prescribed performance hurdles have
been achieved.
Distribution and servicing fees are recognized as the services are
performed. Such fees are primarily based on percentages of the market value of
assets under management.
Administration fees are recognized as the services are performed. Such fees
are primarily based on percentages of the market value of assets under
management.
CONSOLIDATED CASH FLOW STATEMENT
The consolidated cash flow statement presents the changes in cash and cash
equivalents of the Allianz Group during the year, including the net cash flow
arising from investing activities, financing activities and
F-40
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
operating activities. The net cash flow from investing activities is primarily
comprised of changes in investment securities (such as securities
available-for-sale or held-to-maturity). Financing activities include net cash
flow from transactions involving equity capital, participation certificates and
subordinated liabilities. Net cash flow from operating activities contains all
other activities, which belong to the principal revenue-generating activities.
EQUITY REMUNERATION PLANS
The Allianz Group accounts for its stock related remuneration plans under
the fair value recognition provisions of SFAS 123, whereby stock-based
compensation cost is measured at the grant date based on the value of the awards
granted and is recognized as expense over the vesting period. For rights
redeemed by the issue of shares, the fair value is determined at the date of
grant. The corresponding compensation cost is accrued over the vesting period
and increases revenue reserves in shareholders' equity. For rights to be settled
in cash, the fair value is determined at the date of grant, and at each
subsequent valuation date, the new valuation is determined on the basis of the
share price at the valuation date. Compensation expense for these rights is
accrued over the vesting period and reported in other accrued liabilities until
paid. Compensation expense is reversed in the period in which an unvested award
is forfeited. The Allianz Group stock-based compensation plans are more fully
described in Note 45.
SEGMENT REPORTING
Information on segments is reported separately in the Allianz Group's
consolidated financial statements. Segment information has been prepared on the
basis of the accounting regulations used to prepare the Allianz Group's
consolidated financial statements as a whole. In determining the segments of the
Allianz Group, management evaluates the organization of the Allianz Group, its
revenue generating activities of its internal management reporting process and
the level of financial information available and utilized by the Management
Board in reviewing performance.
As a result of the Allianz Group's worldwide organization, the business
activities of the Allianz Group are first segregated by product and type of
service: insurance activities, banking activities and asset management
activities. Due to differences in the nature of products, risks and capital
allocation, insurance activities are further divided between property-casualty
and life/health categories. Thus, the operating segments are structured as
Property-Casualty, Life/Health, Banking, and Asset Management. The Allianz Group
does not aggregate separate operating segments.
Based on various legal, regulatory and other operational issues associated
with operating entities in jurisdictions worldwide, the segments of the Allianz
Group are also further analyzed by geographical areas or regions in a matrix
that comprises a number of profit and service-center segments. This geographic
analysis is performed to provide further understanding of trends and results
underlying the segment data.
Property-Casualty: The Allianz Group's property-casualty segment provides
automobile, homeowners, liability, travel and other personal lines products.
Additionally, the Allianz Group provides commercial and industrial coverages to
business enterprises of all sizes.
Life/Health: The Allianz Group's life/health segment provides endowment,
fixed and variable annuities and traditional life insurance and a wide range of
health, disability and related coverages to individual insureds. Additionally,
the Allianz Group offers group-life, group-health and pension products to
employers.
Banking: The Allianz Group's banking segment provides traditional
commercial banking products and services such as deposit-taking, lending
(including mortgage lending), cash management and transaction banking, as well
as corporate finance advisory services, mergers and acquisitions advisory
services, capital
F-41
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
and money market services, securities underwriting and securities trading and
derivatives business on its own account and for its customers.
Asset Management: The Allianz Group's asset management segment provides
equity, fixed income, money market, sector, geographic and a variety of other
products and alternative investment vehicles to retail and institutional
customers.
RECLASSIFICATIONS
For reasons of comparability with the current reporting year, some
prior-year figures were adjusted in the balance sheet and the income statement
through reclassifications that do not affect net income or shareholders' equity.
SUPPLEMENTARY INFORMATION ON ALLIANZ GROUP ASSETS
(5) INTANGIBLE ASSETS
Intangible assets for the years ended December 31:
2003 2002
------ ------
E(MN) E(MN)
Goodwill.................................................... 12,370 13,786
PVFP........................................................ 1,658 1,768
Software.................................................... 1,064 1,281
Brand names................................................. 782 829
Loyalty bonuses............................................. 158 329
Other....................................................... 230 280
------ ------
Total....................................................... 16,262 18,273
====== ======
Intangible assets amortization expense is estimated to be E1,982 million in
2004, E622 million in 2005, E602 million in 2006, E570 million in 2007 and E535
million in 2008. In March 2004, the IASB issued IFRS 3, Business Combinations.
The new accounting standard requires an impairment-only approach and no longer
permits the amortization of goodwill, similar to SFAS 142, Goodwill and Other
Intangible Assets under US GAAP. The accounting standard is applicable from the
beginning of the first annual report period beginning on or after March 31,
2004. Therefore, goodwill amortization will no longer be recorded after the year
ended December 31, 2004. Goodwill amortization for 2004 is estimated at E1,175
million.
F-42
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
GOODWILL
The following table presents changes in goodwill for the years ended
December 31:
2003 2002 2001
------ ------ ------
E(MN) E(MN) E(MN)
Gross amount capitalized as of December 31 previous year.... 17,262 14,963 8,899
Accumulated amortization as of December 31 previous year.... (3,476) (2,314) (1,506)
------ ------ ------
Value stated as of December 31 previous year................ 13,786 12,649 7,393
Translation differences..................................... (560) (532) 134
------ ------ ------
Value stated as of January 1................................ 13,226 12,117 7,527
Reclassification............................................ -- (228) 350
Additions................................................... 782 3,059 5,580
Disposals................................................... (225) -- --
Impairment.................................................. (224) -- --
Amortization................................................ (1,189) (1,162) (808)
------ ------ ------
Value stated as of December 31.............................. 12,370 13,786 12,649
Accumulated amortization as of December 31.................. 4,889 3,476 2,314
------ ------ ------
Gross amount capitalized as of December 31.................. 17,259 17,262 14,963
====== ====== ======
There were no reclassifications in 2003.
Major additions in 2003 include the following:
-- E146 million from the increase of the interest in Riunione Adriatica di
Sicurta S.p.A. by 4.4% to 55.5%.
-- E624 million from the increase of the interest in PIMCO Advisors L.P. by
14.4% to 83.9%;
Major disposals in 2003 include the following:
-- E117 million from the sale of the 95.0% interest in AFORE Allianz
Dresdner S.A. de C.V.;
-- E53 million from the decrease of the interest in Allianz Slovenska
poist'ovna a.s. by 15.0% to 84.6%.
In addition, the disposals include an adjustment of the goodwill of
Allianz-Slovenska poist'ovna a.s..
The impairment charge of E224 million concerns Allianz Life Insurance
Company Ltd., Seoul. In the course of the annual goodwill impairment review the
amount of the impairment was determined on the basis of an evaluation of future
cash flows from the existing contract portfolio and new business. This amount
reflects the effects of persistently lower interest rates in the capital markets
and the overall unsatisfactory earnings performance of the company.
The reclassification in 2002 represents the goodwill in associated
companies, which beginning in 2002, is recognized as part of the investments in
affiliated enterprises, joint ventures and associated companies within the
Allianz Group's consolidated balance sheet. This reclassification comprises the
following:
-- E181 million Munchener Ruckversicherungs-AG,
-- E47 million AV Packaging GmbH and Schmalbach-Lubeca AG.
F-43
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
Major additions in 2002 include the following:
-- E138 million from the acquisition of a 99.1% interest in Slovenska
poist'ovna a.s., Bratislava;
-- E2,002 million from the increase of the interest in Dresdner Bank AG,
Frankfurt/Main, by 21.5% to 100%;
-- E633 million from the increase of the interest in Allianz
Lebensversicherungs-AG, Stuttgart, by 40.5% to 91.0%;
-- E94 million from the increase of the interest in Bayerische
Versicherungsbank AG, Munich, by 45.0% to 90.0%;
-- E57 million from the increase of the interest in Frankfurter
Versicherungs-AG, Frankfurt/Main, by 50.0% to 100.0%.
The reclassification in 2001 relates to the interest of the Allianz Group
in the goodwill shown in the consolidated balance sheet of the Dresdner Bank
Group prior to acquisition of the majority shareholding on July 23, 2001.
Amortization of goodwill is shown separately in the Allianz Group's
consolidated income statement under amortization of goodwill. There were no
impairments of goodwill in 2002 or 2001.
PRESENT VALUE OF FUTURE PROFITS
The following table presents changes in PVFP for the years ended December
31:
2003 2002 2001
----- ----- -----
E(MN) E(MN) E(MN)
Gross amount capitalized as of December 31 previous year.... 2,619 1,999 1,975
Accumulated amortization as of December 31 previous year.... (851) (625) (457)
----- ----- -----
Value stated as of December 31 previous year................ 1,768 1,374 1,518
Translation differences..................................... (33) (25) 13
----- ----- -----
Value stated as of January 1................................ 1,735 1,349 1,531
Additions................................................... -- 608 11
Revaluations................................................ 129 37 --
Amortization................................................ (206) (226) (168)
----- ----- -----
Value stated as of December 31.............................. 1,658 1,768 1,374
Accumulated amortization as of December 31.................. 1,057 851 625
----- ----- -----
Gross amount capitalized as of December 31.................. 2,715 2,619 1,999
===== ===== =====
PVFP was determined using discount rates ranging from 12.0% to 15.0%.
Interest rates between 3.5% and 8.5% were applied for interest not yet due.
The additions in 2002 include primarily E525 million related to an increase
in ownership interest from 40.5% to 91.0% in Allianz Lebensversicherungs-AG,
Stuttgart, and in 2001 the additions mainly related to first-time consolidation
of the subsidiary Malaysia British Assurance Life, Kuala Lumpur.
Amortization of PVFP, net of interest accrued, is included in acquisition
costs and administrative expenses within the Allianz Group's consolidated income
statement. The amount of interest accrued on unamortized PVFP in 2003 was E102
million (2002: E78 million and 2001: E99 million).
F-44
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
The percentage of PVFP as of December 31, 2003 that is expected to be
amortized in 2004 is 8.65% (7.68% in 2005, 6.94% in 2006, 5.74% in 2007 and
5.18% in 2008).
SOFTWARE
The following table presents changes in capitalized software for the years
ended December 31:
2003 2002 2001
------ ------ -----
E(MN) E(MN) E(MN)
Gross amount capitalized as of December 31 previous year.... 2,692 2,439 1,356
Accumulated amortization as of December 31 previous year.... (1,411) (1,003) (762)
------ ------ -----
Valuation stated as of December 31 previous year............ 1,281 1,436 594
Translation differences..................................... (20) (19) 6
------ ------ -----
Value stated as of January 1................................ 1,261 1,417 600
Additions................................................... 713 497 491
Changes in the group of consolidated companies.............. (69) (68) 612
Disposals................................................... (233) (157) (26)
Amortization................................................ (608) (408) (241)
------ ------ -----
Value stated as of December 31.............................. 1,064 1,281 1,436
Accumulated amortization as of December 31.................. 2,019 1,411 1,003
------ ------ -----
Gross amount capitalized as of December 31.................. 3,083 2,692 2,439
====== ====== =====
The Allianz Group's consolidated balance sheet value of software amounting
to E1,064 million at December 31, 2003 (2002: E1,281 million) includes E598
million (2002: E630 million) for software developed in-house and E466 million
(2002: E651 million) for software purchased from third parties.
Amortization of software is included in the Allianz Group's consolidated
income statement. For the Allianz Group's insurance companies, it is allocated
amongst several line items. Amortization of software related to the Allianz
Group's banking operations is included in administrative expenses within the
Allianz Group's consolidated income statement.
BRAND NAMES AND LOYALTY BONUSES
During 2001, assets of E659 million were recognized for the value of the
brand names "Dresdner Bank" and "dit" (Deutscher Investment-Trust). These
intangible assets are amortized on a straight-line basis over twenty years. The
purchase of additional shares of Dresdner Bank AG in 2002 increased the carrying
amount of the brand names by E224 million. After amortization of E47 million
(2002: E39 million) during 2003, the carrying amount of the brand names at
December 31, 2003 amounted to E782 million (2002: E829 million).
Capitalized loyalty bonuses for senior management of the PIMCO Group,
Delaware, amounted to E158 million at December 31, 2003 (2002: E329 million),
which are amortized on a straight-line basis over five years.
F-45
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
(6) INVESTMENTS IN AFFILIATED ENTERPRISES, JOINT VENTURES AND ASSOCIATED
ENTERPRISES
The following represents the Allianz Group's investments in affiliated
enterprises, joint ventures and associated enterprises as of December 31:
2003 2002
----- ------
E(MN) E(MN)
Affiliated enterprises...................................... 900 939
Joint ventures.............................................. 144 22
Associated enterprises...................................... 5,398 10,384
----- ------
Total stated value........................................ 6,442 11,345
===== ======
Total market value........................................ 7,135 15,013
===== ======
The market value is primarily based on stock exchange quotations and
internal valuations.
The amount of investments in affiliated enterprises, joint ventures and
associated enterprises that relates to banks was E2,686 million (2002: E4,349
million).
The following information comprises affiliated enterprises, joint ventures
and associated enterprises of the Allianz Group at December 31, 2003, which are
listed in Note 48, Selected Subsidiaries and Other Holdings, under the heading
associated enterprises.
The Allianz Group's holdings in affiliated enterprises, joint ventures and
associated enterprises has significantly decreased as compared to year end 2002,
due primarily to significant reductions in the Allianz Group's shareholdings in
Munchener Ruckversicherungs-Gesellschaft Aktiengesellschaft (Munich Re),
Beiersdorf AG and the reclassification of the HeidelbergCement holdings to
available-for-sale securities during 2003:
- During the first quarter of 2003, the Allianz Group reduced its
shareholdings in Munich Re from 22.4% to slightly less than 20%. Due to
this event, as of March 31, 2003, Munich Re was no longer consolidated as
an associated enterprise according to the equity method but was accounted
for as an available-for-sale investment. The Allianz Group's
shareholdings in Munich Re were further reduced in July 2003 through the
partial amortization of the MILES bond via Munich Re shares. As of
December 31, 2003, the Allianz Group's shareholdings in Munich Re
amounted to 12.4%. The disposals of Munich Re shares led to cumulative
gains of E936 million in 2003, of which E78 million referred to Munich Re
as an associated enterprise. On March 2, 2004 a further reduction of
ownership interest also occurred as a result of the final amortization of
the MILES-bond via Munich Re shares so that Allianz Group's ownership
interest in Munich Re's share capital was reduced to 9.4%.
- On October 23, 2003, the Allianz Group sold the largest part of its 43.6%
shareholdings in Beiersdorf AG to Tchibo Holding AG, Hamburg, HGV
Hamburger Gesellschaft fur Vermogens- und Beteiligungsverwaltung mbH,
Hamburg and Troma Alters- und Hinterbliebenenstiftung, Hamburg. The
disposal became effective in December 2003 and led to Allianz Group
shareholdings in Beiersdorf AG of less than 20%, thereby triggering the
de-consolidation of Beiersdorf AG as an associated enterprise as at
December 31, 2003. The resulting cumulative gain on the disposal totaled
E2.8 billion in 2003. As of December 31, 2003, the Allianz Group
shareholdings in Beiersdorf AG amounted to 16.6%, which were comprised of
available-for-sale securities and trading securities. At the beginning of
2004, Allianz Group's shareholdings were reduced to less than 10% of
Beiersdorf AG's share capital.
- As of December 31, 2003, HeidelbergCement AG was no longer carried as an
associated enterprise, as the Allianz Group ceased to have a significant
influence over the company. As of December 31, 2003,
F-46
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
Allianz Group's holdings amounted to 15.1% of HeidelbergCement AG share
capital. During 2003, E203 million of impairments were recorded on
Allianz Group's holding of HeidelbergCement AG. At the beginning of 2004,
the Allianz Group reduced its shareholding in HeidelbergCement AG to
7.5%.
As of December 31, 2003, EUROHYPO AG was the only equity-method investment
considered to be significant to the Allianz Group on an individual basis.
EUROHYPO AG comprises approximately one-third of investments in associated
enterprises. Therefore, separate income statement and balance sheet data are
shown for EUROHYPO AG.
Prior to August 2002, "Deutsche Hyp AG" was wholly owned by Dresdner Bank
AG and was fully consolidated in the Allianz Group financial statements. In
August 2002, EUROHYPO AG was created by the merger of mortgage bank activities
of Deutsche Bank AG ("Eurohypo AG"), Commerzbank AG ("Rheinhyp AG") and Dresdner
Bank AG ("Deutsche Hyp AG"). After the merger, Dresdner Bank AG's shareholdings
in EUROHYPO AG amounted to 28.5% and were accounted for according to the equity
method. EUROHYPO AG's audited consolidated income statement and balance sheet
for the years ended December 31 are presented below:
EUROHYPO AG:
INCOME STATEMENT
2003 2002
------ ------
E(MN) E(MN)
Interest income............................................. 10,053 11,888
Provision income............................................ 108 84
Other revenue............................................... 32 75
------ ------
Total revenue............................................. 10,193 12,047
------ ------
Interest expenses........................................... 8,731 10,746
Administrative expenses..................................... 475 399
Other expenses.............................................. 885 576
------ ------
Total expenses............................................ 10,091 11,721
------ ------
Subtotal.................................................. 102 326
------ ------
Taxes (benefit)............................................. 72 32
Minority interest........................................... 24 1
------ ------
Net income (after taxes).................................. 6 293
====== ======
F-47
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
BALANCE SHEET:
2003 2002
------- -------
E(MN) E(MN)
Loans and advances to banks................................. 22,869 21,812
Loans and advances to customers............................. 164,320 166,899
Financial investments....................................... 37,611 36,771
Cash and cash equivalents................................... 107 152
Other assets................................................ 2,312 2,834
------- -------
Total assets.............................................. 227,219 228,468
======= =======
Liabilities to banks........................................ 31,962 30,974
Liabilities to customers.................................... 39,800 41,485
Certificated liabilities.................................... 143,544 145,289
Other liabilities........................................... 6,165 5,954
Minority interest........................................... 624 16
Equity...................................................... 5,124 4,750
------- -------
Total liabilities and equity.............................. 227,219 228,468
======= =======
The following aggregated information relates to the affiliated enterprises,
joint ventures and associated enterprises of the Allianz Group at December 31,
2002 and 2001, including Beiersdorf AG and Munich Re. EUROHYPO AG was included
pro-rata beginning August 1, 2002.
INCOME STATEMENT:
2002 2001
------ ------
E(MN) E(MN)
Earned premium.............................................. 33,239 30,220
Interest income............................................. 3,353 10,046
Other investment income..................................... 18,865 15,415
Sales....................................................... 15,029 8,413
Other revenue............................................... 2,354 4,747
------ ------
Total revenue............................................. 72,840 68,841
------ ------
Claims/benefit expenses..................................... 30,725 29,174
Acquisition costs........................................... 6,919 6,718
Interest expenses........................................... 3,491 7,894
Other investment expenses................................... 9,616 3,592
Cost of goods sold.......................................... 6,618 4,237
Other expenses.............................................. 11,818 11,794
------ ------
Total expenses............................................ 69,187 63,409
------ ------
Taxes (benefit)............................................. (1,131) 1,137
Minority interest........................................... (34) 174
------ ------
Net income (after taxes).................................. 4,818 4,121
====== ======
F-48
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
BALANCE SHEET:
2002
-------
E(MN)
Accounts receivable......................................... 18,035
Loans and advances to banks and customers................... 188,007
Financial investments....................................... 202,914
Inventories................................................. 4,945
Land/building............................................... 12,234
Cash and cash equivalents................................... 4,050
Other assets................................................ 41,546
-------
Total assets.............................................. 471,731
=======
Deposits.................................................... 72,141
Insurance reserves.......................................... 154,445
Loans and financial liabilities............................. 156,442
Accounts payable............................................ 9,529
Other liabilities........................................... 47,899
Minority interest........................................... 748
Equity...................................................... 30,527
-------
Total liabilities and equity.............................. 471,731
=======
(7) INVESTMENTS
Investments comprise the following:
2003 2002
------- -------
E(MN) E(MN)
Securities held-to-maturity................................. 4,683 6,533
Securities available-for-sale............................... 277,871 265,997
Real estate used by third parties........................... 10,501 10,747
Funds held by others under reinsurance contracts assumed.... 2,012 2,063
------- -------
Total..................................................... 295,067 285,340
======= =======
Investment strategy within the Allianz Group is based on the requirement of
asset liability management in the different business lines. Investment risk is
measured and managed according to Allianz Group internal risk capital
calculations. Forward sale agreements and derivatives are used to hedge
unrealized gains and facilitate portfolio management.
F-49
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
SECURITIES HELD-TO-MATURITY
The following tables present amortized cost, fair value and unrealized
gains and losses for securities held-to-maturity:
AS OF DECEMBER 31, 2003
-------------------------------------------
AMORTIZED UNREALIZED UNREALIZED FAIR
COST GAINS LOSSES VALUE
--------- ---------- ---------- -----
E(MN) E(MN) E(MN) E(MN)
Government and government agency bonds:
Austria..................................... 404 1 -- 405
Italy....................................... 403 21 2 422
Switzerland................................. 396 1 -- 397
Germany..................................... 230 11 -- 241
Mexico...................................... 173 33 -- 206
France...................................... 101 10 -- 111
Poland...................................... 27 -- 3 24
Hungary..................................... 11 -- -- 11
All other countries......................... 2 -- -- 2
----- --- --- -----
1,747 77 5 1,819
Corporate bonds............................... 2,597 73 1 2,669
Other......................................... 339 6 1 344
----- --- --- -----
Total.................................... 4,683 156 7 4,832
===== === === =====
AS OF DECEMBER 31, 2002
-------------------------------------------
AMORTIZED UNREALIZED UNREALIZED FAIR
COST GAINS LOSSES VALUE
--------- ---------- ---------- -----
E(MN) E(MN) E(MN) E(MN)
Government and government agency bonds:
France...................................... 873 10 -- 883
Germany..................................... 553 13 -- 566
Italy....................................... 326 14 -- 340
Mexico...................................... 263 12 -- 275
All other countries......................... 269 13 -- 282
----- --- --- -----
2,284 62 -- 2,346
Corporate bonds............................... 2,301 87 -- 2,388
Other......................................... 1,948 79 -- 2,027
----- --- --- -----
Total.................................... 6,533 228 -- 6,761
===== === === =====
Impairments on securities held-to-maturity totaled E10 million (2002: E31
million and 2001: E35 million) and are included in other expenses for
investments within the Allianz Group's consolidated income statement. Reversal
of impairments on securities held-to-maturity totaled E3 million (2002: E2
million and 2001: E7 million) and are included in other income for investments
within the Allianz Group's consolidated income statement.
F-50
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
During 2003 E1,823 million of held-to-maturity securities were reclassified
as loans and advances to customers. In addition, held-to-maturity securities
with a carrying amount of E11 million were transferred to the trading securities
category, resulting in an insignificant net realized gain. The decision to
transfer the held-to-maturity securities to trading was taken in accordance with
asset-liability management requirements.
SECURITIES AVAILABLE-FOR-SALE
The following tables present amortized cost, fair value and unrealized
gains and losses for securities available-for-sale:
AS OF DECEMBER 31, 2003
---------------------------------------------
AMORTIZED UNREALIZED UNREALIZED FAIR
COST GAINS LOSSES VALUE
--------- ---------- ---------- -------
E(MN) E(MN) E(MN) E(MN)
Fixed Maturities:
Government and agency mortgage-backed
securities (residential and commercial)... 6,526 32 96 6,462
Corporate mortgage-backed securities
(residential and commercial).............. 530 23 1 552
Other asset-backed securities............... 929 30 3 956
Government and government agency bonds:
Germany................................ 55,362 2,276 211 57,427
Italy.................................. 20,778 631 42 21,367
France................................. 10,569 532 46 11,055
Spain.................................. 6,264 403 18 6,649
Belgium................................ 4,062 136 17 4,181
Austria................................ 3,610 95 16 3,689
Greece................................. 2,845 84 12 2,917
Netherlands............................ 2,428 77 8 2,497
United States.......................... 2,316 77 17 2,376
Korea.................................. 2,029 32 20 2,041
Switzerland............................ 2,004 71 6 2,069
United Kingdom......................... 1,947 34 10 1,971
Portugal............................... 1,910 30 16 1,924
Australia.............................. 1,567 7 17 1,557
Finland................................ 1,136 52 2 1,186
Luxembourg............................. 1,047 38 11 1,074
Ireland................................ 795 19 4 810
Hungary................................ 649 0 27 622
Canada................................. 567 18 6 579
Sweden................................. 418 18 -- 436
Slovakia............................... 394 2 -- 396
Mexico................................. 392 24 2 414
All other countries.................... 1,871 56 22 1,905
------- ------ ----- -------
124,960 4,712 530 129,142
Corporate bonds........................... 84,779 3,669 297 88,151
------- ------ ----- -------
Total fixed maturities.................... 217,724 8,466 927 225,263
Equity securities......................... 43,046 6,363 1,139 48,270
Other..................................... 4,280 69 11 4,338
------- ------ ----- -------
Total................................ 265,050 14,898 2,077 277,871
======= ====== ===== =======
F-51
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
AS OF DECEMBER 31, 2002
---------------------------------------------
AMORTIZED UNREALIZED UNREALIZED FAIR
COST GAINS LOSSES VALUE
--------- ---------- ---------- -------
E(MN) E(MN) E(MN) E(MN)
Fixed Maturities:
Government and agency mortgage-backed
securities (residential and commercial)... 10,005 329 2 10,332
Corporate mortgage-backed securities
(residential and commercial).............. 3,288 175 12 3,451
Other asset-backed securities............... 1,762 77 1 1,838
Government and government agency bonds:
Germany................................ 46,325 2,407 25 48,707
Italy.................................. 22,391 895 8 23,278
France................................. 10,465 669 10 11,124
Spain.................................. 5,971 467 10 6,428
United States.......................... 5,531 214 6 5,739
Austria................................ 2,618 135 3 2,750
Belgium................................ 2,302 130 2 2,430
Switzerland............................ 2,021 121 1 2,141
Korea.................................. 2,078 75 -- 2,153
United Kingdom......................... 1,584 72 -- 1,656
All other countries.................... 9,622 458 39 10,041
------- ------ ------ -------
125,963 6,224 119 132,068
Corporate bonds........................... 76,303 3,475 313 79,465
------- ------ ------ -------
Total fixed maturities.................... 202,266 9,699 432 211,533
Equity securities......................... 52,281 5,193 9,303 48,171
Other..................................... 6,061 256 24 6,293
------- ------ ------ -------
Total................................ 260,608 15,148 9,759 265,997
======= ====== ====== =======
F-52
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
The following table presents proceeds from sales, gross realized gains, and
gross realized losses of securities available-for-sale for the years ended
December 31:
2003 2002 2001
------- ------- -------
E(MN) E(MN) E(MN)
PROCEEDS FROM SALES
Government bonds........................................ 62,137 50,063 43,724
Corporate bonds......................................... 29,986 22,451 21,690
Equity securities....................................... 34,809 39,371 37,844
Other................................................... 7,751 3,289 7,404
------- ------- -------
Total................................................. 134,683 115,174 110,662
======= ======= =======
GROSS REALIZED GAINS
Government bonds........................................ 980 1,040 768
Corporate bonds......................................... 829 768 238
Equity securities....................................... 5,533 6,124 6,632
Other................................................... 20 40 100
------- ------- -------
Total................................................. 7,362 7,972 7,738
======= ======= =======
GROSS REALIZED LOSSES
Government bonds........................................ 259 354 295
Corporate bonds......................................... 271 487 363
Equity securities....................................... 4,478 7,210 6,153
Other................................................... 10 12 77
------- ------- -------
Total................................................. 5,018 8,063 6,888
======= ======= =======
Impairments on securities available-for-sale totaled E4,412 million (2002:
E6,287 million and 2001: E1,507 million) and are included in other expenses for
investments within the Allianz Group's consolidated income statement. Reversal
of impairments on securities available-for-sale totaled E2,129 million (2002:
E679 million and 2001: E184 million) and are included in other income for
investments within the Allianz Group's consolidated income statement.
F-53
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
The following table sets forth gross unrealized losses on
available-for-sale and held-to-maturity securities and the related fair value,
segregated by investment category and length of time such investments have been
in a continuous unrealized loss position at December 31, 2003. For a general
discussion of the Allianz Group's impairment policy see Note 4.
GREATER THAN
ZERO TO 12 MONTHS 12 MONTHS TOTAL
------------------- ------------------ -------------------
FAIR UNREALIZED FAIR UNREALIZED FAIR UNREALIZED
DESCRIPTION OF SECURITIES VALUE LOSSES VALUE LOSSES VALUE LOSSES
------------------------- ------ ---------- ----- ---------- ------ ----------
E(MN) E(MN) E(MN) E(MN) E(MN) E(MN)
Government and agency
mortgage-backed securities
(residential and commercial)..... 5,264 97 -- -- 5,264 97
Corporate mortgage-backed
securities (residential and
commercial)...................... 43 1 -- -- 43 1
Other asset-backed securities...... 286 2 17 1 303 3
Government and government agency
bonds............................ 26,021 488 511 46 26,532 534
Corporate bonds.................... 15,019 251 624 47 15,643 298
------ ----- ----- --- ------ -----
Subtotal debt securities........... 46,633 839 1,152 94 47,785 933
Equity securities.................. 7,974 979 928 160 8,902 1,139
Other.............................. 949 11 202 1 1,151 12
------ ----- ----- --- ------ -----
Total.............................. 55,556 1,829 2,282 255 57,838 2,084
====== ===== ===== === ====== =====
Government and agency mortgage-backed securities (residential and
commercial): Total unrealized losses amounted to E97 million at December 31,
2003. The unrealized loss positions concern mostly issues of US government
agencies, which are primarily held by Allianz Group's North American entities.
These pay-through/pass-through securities are serviced by cash flows from pools
of underlying loans to mostly private debtors. The unrealized losses of these
mortgage-backed securities were partly caused by interest rate increases between
purchase date of the individual securities and the balance sheet date. Also in
various instances, price decreases were caused by increased prepayment risk for
individual loan pools that were originated in a significantly higher interest
rate environment. Because the decline in market value is attributable to changes
in interest rates and, to a lesser extent, instances of insignificant
deterioration of credit quality and Allianz Group has the positive ability and
intent to hold these investments until a market price recovery, the Allianz
Group does not consider these investments to be other-than-temporarily impaired
at December 31, 2003.
Government and government agency bonds: Total unrealized losses amounted
to E535 million at December 31, 2003. The Allianz Group holds a large variety of
government bonds, mostly of OECD countries (Organization of Economic Cooperation
and Development). Given the fact that the issuers of these bonds are backed by
the fiscal capacity of the issuers and the issuers typically hold an "investment
grade" country- and/or issue-rating, credit risk is not a significant factor.
Hence, the unrealized losses on Allianz Group's investment in government bonds
were mainly caused by interest rate increases between the date at the purchase
of the individual securities compared to balance sheet date. Because the decline
in market value is attributable to changes in interest rates and, to a lesser
extent, to instances of insignificant deterioration of credit quality and
Allianz Group has the positive ability and intent to hold these investments
until a market price recovery, the Allianz Group does not consider these
investments to be other-than-temporarily impaired at December 31, 2003.
F-54
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
Corporate bonds: Total unrealized losses amounted to E298 million at
December 31, 2003. The Allianz Group holds a large variety of bonds issued by
corporations mostly domiciled in OECD countries. For the vast majority of the
Allianz Group's corporate bonds, issuers and/or issues are of "investment
grade". Therefore, the unrealized losses on Allianz Group's investment in
corporate debt securities were primarily caused by interest rate increases
between the date at the purchase of the individual securities compared to
balance sheet date. To a lesser extent, losses were caused by widened credit
spreads. As the decline in market value is primarily attributable to changes in
interest rates and because Allianz Group has the positive ability and intent to
hold these investments until a market price recovery, the Allianz Group does not
consider these investments to be other-than-temporarily impaired at December 31,
2003.
Equity securities: As of December 31, 2003, unrealized losses from equity
securities amounted to E1,139 million. These unrealized losses concern equity
securities that did not meet the criteria of Allianz Group's impairment policy
for equity securities as described in Note 4. This is a marked decrease from
unrealized losses at December 31, 2002 of E9,303 million. This decrease is
primarily due to the worldwide recovery of equity markets from the second
quarter of 2003 on, as well as impairments and realized losses on
available-for-sale equity securities during 2003 of E4,326 million and E4,478
million, respectively.
CONTRACTUAL MATURITIES
The amortized cost and estimated market values of fixed maturity and other
securities available-for-sale and held-to-maturity as of December 31, 2003, by
contractual maturity, are as follows:
AVAILABLE-FOR-SALE HELD-TO-MATURITY
------------------- ------------------
AMORTIZED MARKET AMORTIZED MARKET
COST VALUES COST VALUES
--------- ------- --------- ------
E(MN) E(MN) E(MN) E(MN)
Contractual term to maturity:
Due in 1 year or less......................... 15,897 16,231 363 365
Due after 1 year and in less than 5 years..... 79,921 82,558 1,963 2,015
Due after 5 years and in less than 10 years... 93,040 96,754 1,874 1,944
Due after 10 years............................ 33,146 34,058 483 508
------- ------- ----- -----
Total....................................... 222,004 229,601 4,683 4,832
======= ======= ===== =====
Actual maturities may deviate from the contractually defined maturities,
because certain security holders/ borrowers have the right to call or repay
certain obligations ahead of schedule, with or without redemption or early
repayment penalties. Investments that are not due at a single maturity date are,
in general, not allocated over various maturity buckets, but are shown within
their final contractual maturity dates.
COLLATERALIZED LENDING/SECURITIES LENDING
Certain entities within the Allianz Group participate in securities lending
arrangements whereby specific securities are loaned to other institutions for
short periods of time. The Allianz Group had E34,941 million of loaned
securities outstanding as of December 31, 2003 (2002: E20,396 million). The fair
value of collateral accepted that can be sold or repledged amounted to E43,503
million at December 31, 2003. Allianz Group has a variety of collateral policies
in place. Collateral requirements vary depending on the type of facility and
whether or not any existing contracts are in place with clients. The minimum
level varies by collateral type, more risky collateral types demanding a higher
degree of collateralization.
The carrying amount of assets pledged as collateral not separately
classified in the balance sheet statement as of December 31, 2003 was E40,710
million.
F-55
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
REAL ESTATE USED BY THIRD-PARTIES
The gross capitalized values totaled E13,621 million at the beginning of
the year and E13,672 million at the end of the year. Accumulated depreciation
amounted to E3,171 million as of December 31, 2003 (2002: E2,874 million).
Depreciation expense on real estate was E297 million (2002: E333 million and
2001: E378 million), which includes impairments to fair value of E30 million for
the year ended December 31, 2003 (2002: E104 million and 2001: E86 million).
Real estate pledged as security, and other restrictions on title, amounted to
E60 million as of December 31, 2003 (2002: E61 million).
Improvement costs are capitalized if they extend the useful life of the
asset, otherwise such costs are recognized as an expense. Commitments
outstanding at December 31, 2003 to purchase real estate amounted to E51 million
(2002: E161 million).
Changes in the carrying value of real estate used by third parties during
the year ended December 31 was:
2003 2002
------ ------
E(MN) E(MN)
Value stated as of December 31 previous year................ 10,747 12,004
Translation differences..................................... (184) (80)
Reclassifications........................................... 345 --
------ ------
Value stated as of January 1................................ 10,908 11,924
Additions................................................... 712 1,117
Changes in the group of consolidated companies.............. (228) (712)
Disposals................................................... (594) (1,249)
Depreciation and impairments................................ (297) (333)
------ ------
Value stated as of December 31.............................. 10,501 10,747
====== ======
The fair value of real estate used by third parties as of December 31, 2003
was E13,804 million (2002: E14,818 million).
Rental income for the year ended December 31, 2003 was approximately E986
million (2002: E1,141 million and 2001: E1,108 million).
(8) LOANS AND ADVANCES TO BANKS AND CUSTOMERS
Loans and advances to banks:
2003 2002
------- ------
E(MN) E(MN)
Loans....................................................... 4,439 5,213
Reverse repos............................................... 91,201 59,061
Other....................................................... 22,171 22,956
------- ------
Loans and advances to banks................................. 117,811 87,230
Less loan loss allowance.................................... 300 408
------- ------
Loans and advances to banks net of loan loss allowance...... 117,511 86,822
======= ======
Receivables due within one year totaled E115,455 million (2002: E84,074
million), and those due after more than one year totaled E2,356 million (2002:
E3,156 million).
F-56
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
Loans and advances to customers:
2003 2002
------- -------
E(MN) E(MN)
Corporate customers......................................... 136,360 123,082
Public authorities.......................................... 3,270 2,989
Private customers........................................... 69,054 68,572
------- -------
Loans and advances to customers............................. 208,684 194,643
Less loan loss allowance.................................... 5,425 6,559
------- -------
Loans and advances to customers net of loan loss
allowance................................................. 203,259 188,084
======= =======
Loans and advances to customers by type of loan are as follows:
2003 2002
------- -------
E(MN) E(MN)
Loans....................................................... 120,717 148,253
Reverse repos............................................... 63,296 39,002
Other....................................................... 24,671 7,388
------- -------
Loans and advances to customers............................. 208,684 194,643
======= =======
Loans and advances due within one year totaled E131,471 million (2002:
E106,603 million), and those due after more than one year totaled E77,213
million (2002: E88,040 million).
Loans and advances to customers include amounts receivable under finance
leases at their net investment value totaling E933 million (2002: E1,104
million). The corresponding gross investment value of these leases amounts to
E1,030 million (2002: E1,224 million), and the associated unrealized finance
income is E97 million (2002: E120 million). The residual values of the entire
leasing portfolio were fully insured, both in 2003 and 2002. Lease payments
received during 2003 were recognized as income in the amount of E80 million
(2002: E141 million). The allowance for uncollectable lease payments amounted to
E42 million (2002: E4 million) at December 31, 2003. The total amounts
receivable under leasing arrangements include E114 million (2002: E122 million)
due within one year, E450 million (2002: E714 million) due within one to five
years, and E466 million (2002: E388 million) due after more than five years, as
of December 31, 2003.
Unearned income related to discounts deducted from loan balances as of
December 31, 2003 was E340 million (2002: E411 million).
The Dresdner Bank Group, in order to seek a Tier-1 capital release,
conducted a synthetic securitization to place credit risk from a designated loan
portfolio on the open market. As of December 31, 2003, credit risks in the
amount of E1,000 million had been transferred to third-parties using a special
purpose vehicle, which is not consolidated within the Allianz Group's
consolidated financial statements, or US GAAP condensed financial statements in
Note 47.
ALLOWANCE FOR LOAN LOSSES
The overall volume of risk provisions includes allowances for loan losses
deducted from loans and advances to banks and customers in the amount of E5,725
million (2002: E6,967 million) and provisions for contingent liabilities, such
as guarantees, loan commitments and other obligations included in other accrued
liabilities in the amount of E549 million (2002: E633 million).
F-57
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
COUNTERPARTY RISKS COUNTRY RISKS GENERAL TOTAL
----------------------- --------------------- --------------------- ------------------------
2003 2002 2001 2003 2002 2001 2003 2002 2001 2003 2002 2001
------ ------ ----- ----- ----- ----- ----- ----- ----- ------ ------ ------
E(MN) E(MN) E(MN) E(MN) E(MN) E(MN) E(MN) E(MN) E(MN) E(MN) E(MN) E(MN)
As of January 1............ 6,415 7,200 304 367 428 -- 818 933 23 7,600 8,561 327
Additions
Additions charged to the
income statement....... 2,154 2,927 1,087 42 111 -- 4 90 110 2,200 3,128 1,197
Changes in the Allianz
Group of consolidated
companies.............. (60) (928) 6,596 -- -- 544 (3) (63) 855 (63) (991) 7,995
------ ------ ----- ---- ---- --- ---- ---- --- ------ ------ ------
Total.................. 2,094 1,999 7,683 42 111 544 1 27 965 2,137 2,137 9,192
Reductions
Charge-offs.............. (2,034) (1,893) (445) (7) -- -- -- -- -- (2,041) (1,893) (445)
Amounts released......... (858) (575) (424) (95) (208) (92) (150) (34) (77) (1,103) (817) (593)
------ ------ ----- ---- ---- --- ---- ---- --- ------ ------ ------
Total.................. (2,892) (2,468) (869) (102) (208) (92) (150) (34) (77) (3,144) (2,710) (1,038)
Other
additions/reductions..... (67) (97) 38 4 54 (29) 34 (102) 18 (29) (145) 27
Changes due to currency
translation.............. (246) (219) 44 (41) (18) 5 (3) (6) 4 (290) (243) 53
------ ------ ----- ---- ---- --- ---- ---- --- ------ ------ ------
As of December 31.......... 5,304 6,415 7,200 270 367 428 700 818 933 6,274 7,600 8,561
====== ====== ===== ==== ==== === ==== ==== === ====== ====== ======
The effects of the deconsolidation of Deutsche Hyp in 2002 are shown in the
line "Changes in the Allianz Group of consolidated companies".
The loan portfolio contains non-accrual loans of E8,374 million (2002:
E10,452 million). The total amount of loans with provisions against the
principal include E3,068 million (2002: E2,556 million) of loans on which the
Allianz Group continues accruing interest with a specific allowance against the
total interest accrued. The interest income not recognized from loans on
non-accrual status amounted to E367 million (2002: E470 million and 2001: E448
million).
The amount of interest collected and recorded on non-accrual loans in 2003
was approximately E49 million (2002: E66 million and 2001: E45 million).
At December 31, 2003 the Allianz Group had E9,498 million (2002: E12,221
million) of impaired loans in which E8,722 million (2002: E10,742 million) had a
related valuation allowance.
For the year ended December 31, 2003, the average balance in impaired loans
was E11,780 million (2002: E12,773 million) and the interest income recognized
on impaired loans was E117 million (2002: E131 million and 2001: E67 million).
Restructured loans totaled E207 million as of December 31, 2003 (2002: E378
million).
At December 31, 2003, the Allianz Group had E129 million (2002: no
commitments) of commitments to lend additional funds to borrowers whose loans
are non-performing or whose terms have been previously restructured.
F-58
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
(9) TRADING ASSETS
FAIR VALUE
-----------------
2003 2002
------- -------
E(MN) E(MN)
Equities.................................................... 15,553 9,166
Fixed-income securities..................................... 111,529 91,718
Derivatives................................................. 18,947 22,529
Other trading assets........................................ 125 1,429
------- -------
Total.................................................. 146,154 124,842
======= =======
The majority of equities and fixed-income securities held in trading assets
are marketable and listed securities. The fixed-income securities include
E67,300 million (2002: E50,038 million) from public-sector issuers and E44,229
million (2002: E41,680 million) from other issuers.
The portion of trading gains and losses from trading securities held at
December 31, 2003, amounted to E2,213 million and to E1,794 million,
respectively.
The positive market values of derivative financial agreements are shown on
a net basis (i.e., taking into account existing netting agreements).
(10) CASH AND CASH EQUIVALENTS
Cash and cash equivalents are comprised of the following as of December 31:
2003 2002
------ ------
E(MN) E(MN)
Balances with banks payable on demand....................... 19,021 14,979
Balances with central banks................................. 4,053 3,139
Checks and cash on hand..................................... 1,520 1,763
Treasury bills, discounted treasury notes and similar
treasury securities....................................... 799 850
Bills of exchange........................................... 135 277
------ ------
Total.................................................. 25,528 21,008
====== ======
Compulsory deposits on accounts with national central banks under
restrictions due to required reserves from the European Central Bank totaled
E3,357 million for the credit institutions of the Allianz Group as of December
31, 2003.
Balances with central banks include balances held with the Deutsche
Bundesbank of E3,321 million (2002: 1,205 million), which also have the function
of meeting minimum reserve requirements.
F-59
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
(11) AMOUNTS CEDED TO REINSURERS FROM INSURANCE RESERVES
The amounts ceded to reinsurers from insurance reserves comprise the
following as of December 31:
2003 2002
------ ------
E(MN) E(MN)
Unearned premiums........................................... 1,242 1,507
Aggregate policy reserves................................... 10,923 11,350
Reserves for loss and loss adjustment expenses.............. 12,765 15,334
Other insurance reserves.................................... 131 179
------ ------
Subtotal............................................... 25,061 28,370
Insurance reserves for life insurance where the investment
risk is carried by policyholders.......................... -- 50
------ ------
Total.................................................. 25,061 28,420
====== ======
The amounts ceded to reinsurers from insurance reserves include rights of
recourse against reinsurers. The inherent credit risk the Allianz Group is
exposed to is partly covered by funds held for others under reinsurance
contracts, securities portfolios and bank guarantees.
During 2003, the subsidiary Allianz Life Insurance Company of North
America, Minneapolis (Allianz Life), made the decision to exit the traditional
life reinsurance business. As a result of this decision, effective July 1, 2003,
the Allianz Life entered into a 100% coinsurance agreement with Reinsurance
Group of America, Inc., to coinsure this block of business. In connection with
this agreement, the Allianz Life recognized a recoverable on future policy
benefit reserves of USD427 million, received a ceding commission of USD310
million, and transferred net assets of USD129 million. The resulting gain of
USD264 million was deferred and will be amortized into operations over the
revenue-producing period of the related reinsured policies. During 2003, USD18
million was recognized as income.
The following table presents direct, assumed and ceded premiums for the
years ended December 31:
2003 2002 2001
------ ------ ------
E(MN) E(MN) E(MN)
PROPERTY-CASUALTY
Premiums written:
Direct................................................... 40,675 40,447 38,942
Assumed.................................................. 2,034 2,095 2,517
------ ------ ------
Subtotal................................................... 42,709 42,542 41,459
------ ------ ------
Ceded.................................................... (5,404) (6,150) (6,669)
------ ------ ------
Net................................................... 37,305 36,392 34,790
====== ====== ======
Premiums earned:
Direct................................................... 40,111 39,823 37,797
Assumed.................................................. 1,993 2,119 2,564
------ ------ ------
Subtotal................................................... 42,104 41,942 40,361
------ ------ ------
Ceded.................................................... (5,528) (6,219) (6,595)
------ ------ ------
Net................................................... 36,576 35,723 33,766
====== ====== ======
F-60
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
2003 2002 2001
------ ------ ------
E(MN) E(MN) E(MN)
LIFE/HEALTH
Premiums written:
Direct................................................... 20,002 19,961 19,389
Assumed.................................................. 676 650 740
------ ------ ------
Subtotal................................................... 20,678 20,611 20,129
------ ------ ------
Ceded.................................................... (1,240) (1,207) (1,169)
------ ------ ------
Net................................................... 19,438 19,404 18,960
====== ====== ======
Premiums earned:
Direct................................................... 19,968 19,961 19,396
Assumed.................................................. 676 650 751
------ ------ ------
Subtotal................................................... 20,644 20,611 20,147
------ ------ ------
Ceded.................................................... (1,242) (1,201) (1,168)
------ ------ ------
Net................................................... 19,402 19,410 18,979
====== ====== ======
TOTAL
Premiums written:
Direct................................................... 60,677 60,408 58,331
Assumed.................................................. 2,710 2,745 3,257
------ ------ ------
Subtotal................................................... 63,387 63,153 61,588
------ ------ ------
Ceded.................................................... (6,644) (7,357) (7,838)
------ ------ ------
Net................................................... 56,743 55,796 53,750
====== ====== ======
Premiums earned:
Direct................................................... 60,079 59,784 57,193
Assumed.................................................. 2,669 2,769 3,315
------ ------ ------
Subtotal................................................... 62,748 62,553 60,508
------ ------ ------
Ceded.................................................... (6,770) (7,420) (7,763)
------ ------ ------
Net................................................... 55,978 55,133 52,745
====== ====== ======
The Allianz Group reinsures a portion of the risks it underwrites in an
effort to control its exposure to losses, and protect capital resources. Each
Allianz Group subsidiary, where applicable, has its own reinsurance program and
determines its own risk limits. A large portion of the business ceded by Allianz
Group subsidiaries is assumed by Allianz AG, which acts as the reinsurer for the
Allianz Group. However, subsidiaries also cede business to companies outside of
the Allianz Group. Allianz AG retains a portion of the intercompany business it
assumes and then retrocedes the remainder to companies outside of the Allianz
Group.
The majority of the business ceded by Allianz AG is placed on a quota-share
basis. For its property-casualty business, Allianz AG retained E50 million in
2003 and E38 million for 2002 and 2001. The limits
F-61
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
for catastrophe events were E75 million for 2003 and E50 million for 2002 and
2001. For life business, Allianz AG retains up to E4 million on a per risk basis
and up to E5 million per event.
The reinsurance department at Allianz AG establishes lists of approved
reinsurers, provides guidance to the Allianz Group's subsidiaries on a per-event
and per-risk basis and seeks to coordinate the activities of its subsidiaries to
avoid concentration of risk with particular reinsurers and to ensure that the
aggregate risk retention of the Allianz Group is within the Allianz Group's
guidelines. Reinsurance is placed with companies based on an evaluation of the
financial strength of the reinsurers, terms of coverage and price.
The Allianz Group pays premiums to reinsurers based upon the risk and
exposure of the policies subject to such reinsurance. On most of the premium the
Allianz Group cedes, the reinsurer pays a commission to the Allianz Group, which
includes a reimbursement of the cost of acquiring the portion of the premium
that is ceded.
Reinsurance involves credit risk and is subject to aggregate loss limits.
Reinsurance does not legally discharge the Allianz Group from primary liability
under the reinsured policies. Although the reinsurer is liable to the Allianz
Group to the extent of the reinsurance ceded, the Allianz Group remains
primarily liable as the direct insurer on all risks it underwrites, including
the portion that is reinsured. The Allianz Group monitors the financial
condition of its reinsurers on an ongoing basis and reviews its reinsurance
arrangements periodically in order to evaluate the reinsurer's ability to
fulfill its obligations to the Allianz Group under existing and planned
reinsurance contracts. Additionally, and as appropriate, the Allianz Group may
also require letters of credit, deposits, or other financial measures to further
minimize its exposure to credit risk. In certain cases, however, the Allianz
Group does establish an allowance for doubtful amounts related to reinsurance as
appropriate, although this amount was not significant as of December 31, 2003.
Munich Re is the principal reinsurer of the Allianz Group. The Allianz
Group's relationship with Munich Re is more fully discussed in Note 42. Other
concentrations the Allianz Group has with individual reinsurers, although to a
lesser extent than Munich Re, include Swiss Reinsurance Company, GE Global
Insurance Holding Corporation and SCOR.
(12) OTHER ASSETS
Other assets consisted of the following as of December 31:
2003 2002
------ ------
E(MN) E(MN)
Real estate owned by the Allianz Group used for its own
activities................................................ 5,020 5,432
Equipment................................................... 1,626 1,952
Accounts receivable on direct insurance business............ 8,096 8,846
Accounts receivable on reinsurance business................. 2,522 3,116
Other receivables........................................... 16,596 11,092
Other....................................................... 4,084 3,486
Deferred policy acquisition costs........................... 12,497 10,528
Prepaid expenses............................................ 3,363 4,618
------ ------
Total..................................................... 53,804 49,070
====== ======
F-62
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
REAL ESTATE OWNED BY THE ALLIANZ GROUP USED FOR ITS OWN ACTIVITIES
Changes in the total carrying value of real estate owned by Allianz Group
and used for its own activities for the year ended December 31 were:
2003 2002
----- -----
E(MN) E(MN)
Value stated as of December 31 previous year................ 5,432 5,097
Translation differences..................................... (77) (56)
Reclassification............................................ (345) --
----- -----
Value stated as of January 1................................ 5,010 5,041
Additions................................................... 877 883
Changes in the Allianz Group of consolidated companies...... (1) (17)
Disposals................................................... (765) (131)
Depreciation................................................ (101) (344)
----- -----
Value stated as of December 31.............................. 5,020 5,432
===== =====
The gross capitalized values totaled E6,854 million at the beginning of the
year and E6,543 million at the end of the year. Accumulated depreciation
amounted to E1,422 million at the beginning of the year and E1,523 million at
the end of the year. Assets pledged as security and other restrictions on title
amounted to E28 million (2002: E30 million).
As in the previous years, no impairments were recorded in 2003.
Expenditures to restore the future economic benefits of the assets are
capitalized if they extend the useful life of the asset; otherwise they are
recognized as an expense. At December 31, 2003, commitments outstanding to
purchase real estate amounted to E39 million (2001: E28 million).
The market value of real estate owned by the Allianz Group used for its own
activities as of December 31, 2003 amounted to E5,741 million (2002: E6,245
million).
EQUIPMENT
The gross capitalized values totaled E6,658 million at the beginning of
year 2003 and E6,919 million at the end of year 2003. Accumulated depreciation
amounted to E4,706 million at the beginning of year 2003 and E5,293 million at
the end of year 2003. Improvements are capitalized if they extend the useful
life of the asset; otherwise they are recognized as an expense.
At December 31, 2003, commitments outstanding to purchase items of
equipment amounted to E111 million (2002: E22 million).
Depreciation is apportioned between the relevant cost headings in the
income statement. Reversal of impairments are credited to other income within
Allianz Group's consolidated income statement.
ACCOUNTS RECEIVABLE ON DIRECT INSURANCE BUSINESS
Accounts receivable on direct insurance business amounted to E4,349 million
(2002: E5,114 million) for policyholders and E3,936 million (2002: E3,906
million) for agents and other distributors. Allowance for doubtful amounts
related to direct insurance business amounted to E189 million (2002: E174
million)
The accounts receivable on direct insurance business and accounts
receivable on reinsurance business are due within one year.
F-63
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
OTHER RECEIVABLES
Other receivables include tax refunds amounting to E2,381 million (2002:
E2,484 million), interest and rental receivables amounting to E5,394 million
(2002: E3,496 million), and accounts receivable on banking and asset management
business amounting to E348 million (2002: E327 million). Of the tax refunds,
E1,821 million (2002: E2,011 million) are attributable to tax on income.
Other receivables due within one year amounted to E7,299 million (2002:
E4,881 million), and those due after more than one year totaled E9,297 million
(2002: E6,211 million).
OTHER ASSETS
Included in other assets are non-trading derivatives used for hedging
totaling E868 million (2002: E815 million).
DEFERRED POLICY ACQUISITION COSTS
Changes in the deferred policy acquisition costs for the year ended
December 31 were:
2003 2002
----- ------
E(MN) E(MN)
PROPERTY-CASUALTY
Value stated as of December 31 previous year................ 3,158 3,156
Translation differences..................................... (86) (110)
----- ------
Value stated as of January 1................................ 3,072 3,046
Additions................................................... 450 375
Changes in the Allianz Group of consolidated companies...... 2 (36)
Amortization................................................ (120) (227)
Impairments................................................. (24) --
----- ------
Value stated as of December 31.............................. 3,380 3,158
===== ======
2003 2002
----- ------
E(MN) E(MN)
LIFE/HEALTH
Value stated as of December 31 previous year................ 7,370 8,036
Translation differences..................................... (521) (342)
----- ------
Value stated as of January 1................................ 6,849 7,694
Additions................................................... 2,525 1,624
Changes in the Allianz Group of consolidated companies...... 153 (1,551)
Amortization................................................ (410) (397)
----- ------
Value stated as of December 31.............................. 9,117 7,370
===== ======
F-64
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
SUPPLEMENTARY INFORMATION ON ALLIANZ GROUP LIABILITIES AND EQUITY
(13) SHAREHOLDERS' EQUITY
Shareholders' equity is comprised of the following:
2003 2002
------ ------
E(MN) E(MN)
Issued capital.............................................. 985 683
Capital reserve............................................. 18,362 14,102
Revenue reserves............................................ 11,460 11,872
Less treasury stock......................................... 4,546 5,958
Foreign currency translation adjustments.................... (1,916) (342)
Other reserves.............................................. 4,247 1,317
------ ------
Total..................................................... 28,592 21,674
====== ======
ISSUED CAPITAL
In April 2003, 117,187,500 shares with participation rights were issued in
connection with a capital increase, which raised approximately E4.4 billion
based on a subscription price of E38.00 per share. Expenses from the capital
increase amounted to E116 million after taxes, and diminished revenue reserves
accordingly.
In November 2003, 965,625 shares were issued at a price of E82.95 per
share, enabling employees of Allianz Group enterprises in Germany and abroad to
purchase 944,625 shares at prices ranging from E58.07 to E70.51 per share. The
remaining 21,000 shares were sold on the Frankfurt stock exchange at an average
price of E92.07 per share. The difference between the issue price and the sale
price was recorded in revenue reserves. The shares issued in 2002 are qualifying
shares from the beginning of the year of issue.
Issued capital at December 31, 2003 amounted to E984,880,000 divided into
384,718,750 registered shares. The shares have no par value but a mathematical
per share value of E2.56 each as a proportion of the issued capital.
At December 31, 2003, there was authorized unissued capital with a notional
principal amount of E300,000,000 (117,187,500 shares), which can be issued at
any time up to April 28, 2008 (Authorized Unissued Capital 2003/II). If shares
are issued against a non-cash consideration, the Board of Management, with the
approval of the Supervisory Board, is authorized to exclude the pre-emptive
rights of shareholders. In the case of capital increases against a cash
consideration, pre-emptive rights can be partially excluded, if the issue price
is not significantly less than the stock market price. At December 31, 2003,
there was additional authorized unissued capital with a notional principal
amount of E10,000,000 (3,906,250 shares), which can also be issued until April
28, 2008 (Authorized Unissued Capital 2003/I).
This authorized unissued capital serves as protection against dilution for
the holders of conversion or subscription rights. Also as of December 31, 2003,
there was a further E5,369,188 (2,097,339 shares) of Authorized Unissued Capital
2001/II which can be issued up to July 10, 2006. The pre-emptive rights of
shareholders can be excluded in order to offer the new shares to employees of
Allianz AG or its Allianz Group companies.
As of December 31, 2003 and 2002, the Allianz Group had conditionally
authorized capital 2001 amounting to E50,000,000 (19,531,250 shares) on which
bonds with subscription or conversion rights, with pre-emptive rights for
company shares, can be issued up to July 10, 2006.
The capital reserve includes the premium received on the issuance of share.
F-65
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
In November 2002, 137,625 shares held by Allianz AG were issued at a price
of E114.00 per share, enabling employees of Allianz Group enterprises in Germany
and abroad to purchase 136,222 shares at prices between E79.80 and E96.90 per
share. The remaining 1,403 shares were sold on the Frankfurt stock exchange at
an average price of E90.60 per share. The difference between the issue price and
the sale price was recorded in revenue reserves. The shares issued in 2002 are
qualifying shares from the beginning of the year of issue.
Issued capital at December 31, 2002 amounted to E682,408,000, comprised of
266,565,625 registered shares. The shares have no par value but a mathematical
per share value of E2.56 as a proportion of the issued capital.
At December 31, 2002, there was authorized unissued capital with a notional
principal amount of E300,000,000 (117,187,500 shares), which can be issued at
any time up to July 10, 2006 (Authorized Unissued Capital 2001/I). If shares are
issued against a non-cash consideration, the Board of Management is authorized
to exclude the pre-emptive rights of shareholders. In the case of capital
increases against a cash consideration, pre-emptive rights can be partially
excluded, if the issue price is not significantly less than the stock-market
price. At December 31, 2002, there was an additional unissued capital with a
notional principal amount of E7,841,188 (3,062,964 shares) which can be issued
up to July 10, 2006, (Authorized Unissued Capital 2001/II). The pre-emptive
rights of shareholders can be excluded in order to offer the new shares to
employees of Allianz AG or Allianz Group companies.
Within the framework of the takeover bid to the shareholders of Dresdner
Bank AG during 2001, Allianz AG increased its capital stock by E51,129,188
through the issue of 19,972,339 registered no par value ordinary shares. The
ordinary shares were issued to DAD Transaktionsgesellschaft mbH, Frankfurt/Main,
for non-cash consideration. The amount of E6,544,803,673 of issued ordinary
shares, which exceeded the ordinary share stated value of the issued capital,
was included in the capital reserve.
In September 2001, 705,661 ordinary shares held by Allianz AG were issued
at a price per share of E253.20 each, enabling employees of Allianz Group
enterprises in Germany and abroad to purchase 361,235 ordinary shares at prices
between E177.24 and E215.22 per share. The remaining 344,426 ordinary shares
were sold on the Frankfurt stock exchange at an average price of E259.41. The
difference between the issue price and the sale price was recorded in revenue
reserves.
CAPITAL RESERVE
Capital reserve represents the premium (additional paid in capital)
received on the issuance of shares.
REVENUE RESERVES
Revenue reserves include the retained earnings of the Allianz Group's
consolidated subsidiaries and its consolidated net income for the year. In the
case of acquisitions prior to January 1, 1995, translation differences arising
on first-time consolidation have also been recorded in revenue reserves.
FOREIGN CURRENCY TRANSLATION
Any translating differences, including those arising in the process of
equity consolidation, are recorded directly in shareholders' equity without
affecting earnings.
TREASURY STOCK
In connection with an exchange offer to the holders of Allianz AG
participation certificates, a total of 6,148,110 of Allianz AG treasury shares
were exchanged for participation certificates of Allianz AG as of
F-66
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
January 16, 2003. The Annual General Meetings on April 29, 2003 authorized
Allianz AG to acquire its own shares for miscellaneous purposes pursuant to
clause sec.71 (1) no. 8 of the Corporation Law (Aktiengesetz). The authorization
was used to acquire 293,686 shares of Allianz AG.
In order to enable Dresdner Bank AG to trade in shares of Allianz AG
following the takeover, the Annual General Meeting on April 29, 2003 authorized
the Allianz Group's banks in which Allianz AG has a majority holding to acquire
treasury stock for purposes of securities trading pursuant to sec.71 (1) no. 7
of the Corporation Law (Aktiengesetz). In accordance with this authorization,
the banks in the Allianz Group purchased 32,891,597 (2002: 93,726,589 and 2001:
26,910,860) of Allianz AG's shares or acquired them by way of securities
borrowing during the course of 2003 at an average price of E76.67 per share
(2002: E179.86 and 2001: E272.63), which included previously held Allianz AG
shares. 32,339,227 shares (2002: 92,448,634 and 2001: 26,851,171) were disposed
of or ceded from borrowed holdings during the course of 2003 at an average price
of E77.74 per share (2002: E181.11 and 2001: E280.64).
The gains arising from 2003 treasury stock transactions were E7 million
(2002: loss of E23 million), which were transferred to revenue reserves.
The Annual General Meeting on July 11, 2001 authorized Allianz AG to
acquire its own shares pursuant to clause sec.71 (1) no. 8 of the Corporation
Law (Aktiengesetz). On the basis of the authorization on July 11, 2001, Allianz
AG purchased 5,500,000 of its own shares from Dresdner Bank AG at a price of
E256.15 per share in February 2002. On the basis of the authorization from July
12, 2000, Allianz AG purchased 786,100 shares of treasury stock at an average
price of E314.48 per share in the months from January to June 2001.
Allianz AG received 24,452,365 of its own shares through the takeover of
Dresdner Bank AG on July 23, 2001. The acquisition cost for treasury stock
amounted to E5,444 million and was recorded in revenue reserves.
For the years ended December 31, treasury stock consisted of the following
shares held by:
2003 % OF 2002 % OF 2001
ACQUISITION NUMBER OF ISSUED ACQUISITION NUMBER OF ISSUED ACQUISITION NUMBER OF
COSTS SHARES CAPITAL COSTS SHARES CAPITAL COSTS SHARES
----------- ---------- ------- ----------- ---------- ------- ----------- ----------
E(MN) E(MN) E(MN)
Allianz AG................... 50 424,035 0.11 1,510 6,286,100 2.36 247 786,100
Dresdner Bank Group.......... 4,495 17,814,376 4.63 4,448 17,302,311 6.49 5,554 24,452,365
Other enterprises............ 1 7,641 -- -- -- -- -- --
----- ---------- ---- ----- ---------- ---- ----- ----------
Total...................... 4,546 18,246,052 4.74 5,958 23,588,411 8.85 5,801 25,238,465
===== ========== ==== ===== ========== ==== ===== ==========
% OF
ISSUED
CAPITAL
-------
Allianz AG................... 0.30
Dresdner Bank Group.......... 9.18
Other enterprises............ --
----
Total...................... 9.48
====
F-67
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
Changes to the number of issued shares outstanding for the years ended
December 31:
2003 2002 2001
----------- ----------- -----------
As of January 1............................... 242,977,214 241,189,535 245,750,000
Additions:
Exchange against participation
certificates............................. 6,148,110 -- --
Capital increase for cash................... 117,187,500 -- --
Capital increase for non cash
consideration............................ -- -- 19,972,339
Transfer to the exchange company............ -- 1,797,357 --
Capital increase for employee shares........ 965,625 137,625 705,661
----------- ----------- -----------
367,278,449 243,124,517 266,428,000
Reductions on account of acquisition of
treasury stock:
Acquisition for other purposes.............. (293,686) -- (24,452,365)
Acquisition for purposes of securities
trading.................................. (512,065) (147,303) --
Acquisition for miscellaneous purposes...... -- -- (786,100)
----------- ----------- -----------
As of December 31............................. 366,472,698 242,977,214 241,189,535
=========== =========== ===========
OTHER RESERVES
Other reserves represent unrealized gains and losses on investments
available-for-sale and derivatives used in hedge accounting.
The Board of Management will propose to shareholders at the Annual General
Meeting the distribution of a dividend of E1.50 (2002: E1.50) per qualifying
share for fiscal year 2003. Details on the recommendation for appropriation of
profit are provided in the Allianz Group Management Report.
INSURANCE CAPITAL REQUIREMENTS AND DIVIDEND RESTRICTIONS
Certain of the Allianz Group's insurance subsidiaries prepare individual
financial statements based on local laws and regulations. These laws establish
restrictions on the minimum level of capital and surplus an insurance entity
must maintain and the amount of dividends that may be paid to shareholders. The
minimum capital requirements and dividend restrictions vary by jurisdiction. The
minimum capital requirements are based on various criteria including, but not
limited to, volume of premiums written or claims paid, amount of insurance
reserves, asset risk, mortality risk, credit risk, underwriting risk and
off-balance sheet risk.
European insurance companies are required to maintain solvency margins,
which must be supported by capital reserves and other resources, including
unrealized gains and losses on investments. Life insurance companies are
required to maintain a solvency margin generally equal to 4% of aggregate policy
reserves and gross unearned premiums plus 0.3% of the amount at risk under
insurance policies. The required minimum solvency margin for property and
casualty insurance is the greater of two mathematical formulas, one based on
premiums and the other based on gross claims. The Allianz Group's insurance
business in other countries, primarily the United States, are also subject to
capital adequacy and solvency margin regulations which are based on factors for
asset risk, insurance risk, interest rate risk, and business risk. As of
December 31, 2003 the Allianz Group's insurance subsidiaries were in compliance
with all applicable solvency and capital adequacy requirements.
Certain insurance subsidiaries are subjected to regulatory restrictions on
the amount of dividends, which can be remitted to Allianz AG without prior
approval by the appropriate regulatory body. Such restrictions
F-68
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
provide that a company may only pay dividends up to an amount in excess of
certain regulatory capital levels or based on the levels of undistributed earned
surplus or current year income or a percentage thereof. By way of example only,
the operations of our insurance subsidiaries located in the United States are
subject to limitations on the payment of dividends to their parent company under
applicable state insurance laws. Dividends paid in excess of these limitations
generally require prior approval of the insurance commissioner of the state of
domicile. The Allianz Group's management believes that these restrictions will
not affect the ability of the Allianz Group to pay dividends to its shareholders
in the future. In addition, Allianz AG is not subject to legal restrictions on
the amount of dividends it can pay to its shareholders.
BANK LIABLE CAPITAL AND RISK-WEIGHTED ASSETS REQUIREMENTS
Certain of the Allianz Group's bank subsidiaries are subject to various
capital adequacy and liquidity requirements. Such requirements vary by
jurisdiction. Under the German Banking Act, all banking institutions operating
in Germany must maintain certain ratios regarding liable capital.
Liable capital consists of the two categories of core capital (Tier I
Capital) and supplementary capital (Tier II Capital). Core capital mainly
consists of shareholders' equity and minority interests, plus other adjustments.
Supplementary capital comprises profit-participation certificates, subordinated
liabilities, portions of reserves for general banking risks and revaluation
reserves on securities. The German Banking Act contains provisions setting
minimum ratios of core capital and total capital to risk-weighted assets. Non-
compliance with these ratios may result in penalties imposed by the regulatory
authority. The German Banking Act also contains liquidity requirements relating
to funds available to pay obligations over various future time frames. As of
December 31, 2003, the Allianz Group's bank subsidiaries were in compliance with
all applicable capital and liquidity requirements.
F-69
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
COMPREHENSIVE INCOME
The components of comprehensive income, including the related tax effects
were as follows for the years ended December 31:
2003 2002 2001
------- ------- -------
E(MN) E(MN) E(MN)
Foreign currency translation adjustments, net of deferred
taxes of E(767) million in 2003 (2002: E(587) million
and 2001: E(21) million)............................... (1,699) (1,247) (91)
------- ------- -------
Unrealized gains (losses) on investments:
Unrealized holding gain (loss) arising during the period,
net of deferred taxes of E1,003 million in 2003 (2002:
E(5,085) million and 2001: E(1,475) million)........... 2,220 (10,805) (6,286)
Less reclassification adjustment for gains (losses)
included in net earnings, net of deferred taxes of
E(19) million in 2003 (2002: E1,824 million and 2001:
E162 million).......................................... (41) 3,875 688
------- ------- -------
Net unrealized investment gain (loss).................... 2,179 (6,930) (5,598)
------- ------- -------
Unrealized net gains on derivatives hedging variability
of cash flows, net of deferred taxes of E(2) million
and E91 million in 2001................................ (4) -- 388
Other comprehensive income (loss)........................ 477 (8,177) (5,301)
Net income............................................... 1,890 (1,496) 1,585
------- ------- -------
Comprehensive income (loss)............................ 2,366 (9,673) (3,716)
======= ======= =======
Net unrealized investment gains and losses have been reduced to the extent
the unrealized gains and losses would result in adjustments for minority
interests and policyholder liabilities had the unrealized gains and losses
actually been realized. Unrealized gains, net of unrealized losses, which have
been allocated to policyholder liabilities, included in other insurance
reserves, were E6,847 million and E5,946 million and E5,458 million as of
December 31, 2003, 2002 and 2001, respectively. Net amounts which have been
allocated to minority interests are presented in Note 14.
Ending balances for derivatives related to hedging net investments in
foreign entities as of December 31, 2003 and 2002, were E181 million and E103
million, respectively.
The deferred taxes of E722 million in 2001 on unrealized holding gains
reflected a E2,554 million reduction in deferred taxes, after elimination of
minority interests, resulting from the reduction of Germany statutory tax rates.
(14) MINORITY INTERESTS IN SHAREHOLDERS' EQUITY/EARNINGS
The primary subsidiaries of the Allianz Group included in minority
interests in 2003 and 2002 are the AGF Group, Paris, the RAS Group, Milan, and
the PIMCO Group, Delaware.
F-70
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
The interests of minority shareholders are comprised of the following as of
December 31:
2003 2002
----- -----
E(MN) E(MN)
Other reserves:
Unrealized gains and losses............................... 620 (59)
Share of earnings......................................... 825 670
Other equity components................................... 6,922 7,703
----- -----
Total.................................................. 8,367 8,314
===== =====
(15) PARTICIPATION CERTIFICATES AND SUBORDINATED LIABILITIES
Participation certificates and subordinated liabilities for the years ended
December 31, were as follows:
2003 2002
------ ------
E(MN) E(MN)
Participation certificates.................................. 1,596 1,955
Subordinated liabilities.................................... 10,634 12,219
------ ------
Total..................................................... 12,230 14,174
====== ======
PARTICIPATION CERTIFICATES include E85 million (2002: E450 million) with
respect to those issued by Allianz AG. The balance of these participation
certificates represents the guaranteed total redemption price that Allianz AG is
required to pay upon redemption by the holders of the 1,175,554 "profit
participation certificates" issued by Allianz AG, which are still outstanding.
The distributions payable on the profit participation certificates for 2003 are
included in other liabilities. A total of 4,923,111 own participation
certificates, which are not cancelled, are deducted from participating capital.
Between October 1986 and 1995, Allianz AG issued a total of 5,559,983
profit participation certificates. Allianz AG issued an additional 163,529 and
2,670,805 profit participation certificates in March 1998 and April 2003.
In November 2002, Allianz AG made a voluntary public offer to holders of
the then outstanding 5,723,154 participation certificates to exchange their
certificates for Allianz AG shares. The voluntary exchange offer does not
constitute a call for redemption by Allianz AG, which is in accordance with the
terms governing the participation certificates. Participation certificates for
which the exchange offer was not accepted remain in existence. The exchange
ratio was 10 shares for 8 participation certificates; the offer period ended
after one extension on January 16, 2003 and the exchange occurred shortly
thereafter. A total of 4,918,488 participation certificates were exchanged for
6,148,110 shares (86%). The shares for the exchange offer came from Allianz AG
treasury stock. After the exchange, 804,666 participation certificates were
outstanding. For these remaining participation certificates, the terms set upon
their issuance continue to apply.
In connection with the shares issued in the capital increase through
subscription rights in April 2003, the participation capital was increased in
accordance with participation certificate conditions from a par value of
E29,302,548 to E42,977,070 by issuing to the holders of profit participation
certificates 2,670,805 new participation certificates with profit participation
rights. The new participation certificates were offered to the holders of
participation certificates at a price of E59.20 per participation certificate --
of the 2,670,805 new profit participation certificates 2,295,294 with a par
value of E11,751,905, which were attributable to the participation certificate
holdings of Allianz AG, were subsequently recalled. Since then, the
participation capital amounts to E31,225,165, subdivided into 6,098,665
participation certificates.
F-71
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
The terms of the profit participation certificates provide for an annual
cash distribution of 240% of the dividend paid by Allianz AG per one Allianz AG
ordinary share. If certain conditions are met, the holders of profit
participation certificates may also subscribe to new profit participation
certificates; to this extent, the preemptive subscription rights of Allianz AG
shareholders are excluded. Holders of profit participation certificates do not
have voting rights, or any rights to convert the said certificates into Allianz
AG shares, or rights to liquidation proceeds. Profit participation certificates
are unsecured and rank pari passu with the claims of other unsecured creditors.
Profit participation certificates can be redeemed by holders upon twelve
months prior notice, beginning December 31, 2001, and every fifth year
thereafter. As of December 31, 2003 and 2002, redemption rights have been
exercised with respect to 358 profit participation certificates. Upon redemption
by holders, the terms of the profit participation certificates provide for a
redemption price equal to the weighted average of the issue prices of all profit
participation certificates. Since the last issue of April 2003, the weighted
average issue price has been uniformly E72.39 per participation certificate.
Allianz AG has the right to call the profit participation certificates for
redemption, upon six months' prior notice, beginning December 31, 2006, and each
year thereafter. Upon redemption by Allianz AG, the cash redemption price per
certificate would be equal to 122.9% of the then current price of one Allianz AG
ordinary share during the last three months preceding the recall of the
participation certificate. In lieu of redemption for cash, Allianz AG may offer
10 Allianz AG ordinary shares per 8 profit participation certificates. Allianz
AG has consistently stated at its Annual General Meeting that it is not legally
required to call the profit participation certificates for redemption on
December 31, 2006 or at another date.
Participation certificates also include E1,511 million (2002: E1,505
million) issued by the Dresdner Bank Group which entitle holders to annual
interest payments, which take priority over its shareholders' dividend
entitlements. They are subordinated to obligations for all other creditors of
the issuer, except those similarly subordinated, and share in losses of the
respective issuers in accordance with the conditions attached to the
participation certificates. The profit participation certificates will be
redeemed subject to the provisions regarding loss sharing.
Capital relating to profit participation certificates of the Dresdner Bank
Group comprises mainly issues from the years 1996 and 1997. The certificates
were issued by Dresdner Bank AG. Interest rates are 8.0% for the 1996 issue and
7.0% for the 1997 issue. The nominal amount of both issues is E1,278 million.
Capital relating to profit participation certificates of the subsidiaries of the
Dresdner Bank Group is comprised of few small issues from the years 1991 to
1998. The certificates were issued by Allianz Dresdner Bauspar AG (E19 million),
Oldenburgische Landesbank AG (E32 million) and Dresdner Bank Lateinamerika AG
(E182 million). Interest rates range between 6.125% and 9.0%. The participation
certificates will mature between 2004 and 2009.
Details of the two largest participation certificate issues are provided
below:
NOMINAL INTEREST
YEAR OF ISSUE AMOUNT(*) ISSUER RATE MATURITY
------------- --------- ---------------- -------- --------
1996.................................. E511 mn Dresdner Bank AG 8.0% 2007
1997.................................. E767 mn Dresdner Bank AG 7.0% 2008
---------------
(*) Nominal amount minus amounts held by the Dresdner Bank Group.
F-72
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
SUBORDINATED LIABILITIES as of December 31:
2003 2002
------ ------
E(MN) E(MN)
Hybrid equity (non-voting interests):
CreditRas Vita S.p.A. .................................... 45 --
Dresdner Bank Group....................................... 1,561 1,732
Total..................................................... 1,606 1,732
------ ------
Other subordinated liabilities:
AGF Group................................................. 797 864
Alliance Finance II B.V. ................................. 3,377 3,445
Dresdner Bank Group....................................... 4,854 6,178
Total..................................................... 9,028 10,487
------ ------
Subordinated liabilities.................................... 10,634 12,219
====== ======
SUBORDINATED LIABILITIES include E3,377 million (2002: E3,445 million) from
subordinated liabilities, which Allianz Finance II B.V. issued in 2002 and which
have been guaranteed by Allianz AG on a subordinated basis. The amount of E3,377
million (taking into account the E33 million discount at issue date) is
comprised of subordinated debt issued in May 2002 in the amount of E2,000
million (due in 2022) as well as subordinated debt in the amounts of USD 500
million (unlimited maturity) and E1,000 million (due in 2025) issued in December
2002. The guarantee provided by Allianz AG for the redemption of these three
subordinated debt issues is also subordinated, which means that in case of the
insolvency or liquidation of Allianz AG, subordinated creditors will be paid
back only after all claims by holders of non-subordinated debt have been
settled. In the case of the USD 500 million debt issue, there is an additional
subordination of guarantee claims with respect to all other limited-maturity
subordinated liabilities of Allianz AG.
In the event of insolvency or liquidation proceedings or liquidation, the
subordinated liabilities of the Dresdner Bank Group may not be redeemed until
all non-subordinated creditors have been satisfied. There is no obligation to
redeem such liabilities prior to maturity.
The non-voting interests were issued for the first time in May 1999, in the
amount of approximately E1.5 billion by Dresdner Bank AG. These non-voting
interests include two issues of Dresdner Bank AG in 1999 in the nominal amount
of E500 million and USD 1,000 million with interest rates of 5.79% and 8.15%,
which are due in 2011 and 2031, respectively. Additionally, Dresdner Bank AG
issued two non-voting interests in the nominal amount of E159 million and JPY
15,000 million in 2001, with interest rates of 7.00% and 3.50%, which are due in
2013 and 2033, respectively. Interest paid on non-voting interests in 2003
amounted to E119 million (2002: E118 million).
Fixed-rate subordinated liabilities of E4,854 million have coupons between
4.0% and 8.4%; in addition, there are variable-rate issues linked to a reference
interest rate and zero-coupon bonds. Floating rate issues linked to a reference
interest rate had a average interest rate of 4.1% for 2003 (2002: 5.9%).
Interest paid on these subordinated liabilities amounted to E222 million in 2003
(2002: E463 million).
F-73
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
(16) INSURANCE RESERVES
Insurance reserves are comprised of the following for the years ended
December 31:
2003 2002
------- -------
E(MN) E(MN)
Unearned premiums........................................... 12,198 12,248
Aggregate policy reserves................................... 217,895 210,109
Reserve for loss and loss adjustment expenses............... 62,782 65,961
Reserve for premium refunds................................. 17,338 16,190
Premium deficiency reserve.................................. 538 385
Other insurance reserves.................................... 720 870
------- -------
Total..................................................... 311,471 305,763
======= =======
AGGREGATE POLICY RESERVES
The Allianz Group's life insurance subsidiaries offer a wide range of
traditional life insurance, financial and investment products. Traditional life
insurance products consist of both short- and long-duration policies with
participating and non-participating features. Short-duration traditional life
insurance products include term, accident and health contracts. Long-duration
traditional life insurance products include individual and group whole-life,
endowment, guaranteed renewable term and accident and health, and annuity
contracts. Financial and investment products consist of universal life,
unit-linked products (variable annuities), single premium annuities, and
guaranteed investment contracts.
Participating life business represented approximately 51% and 50% of the
Allianz Group's gross insurance in-force at December 31, 2003 and 2002,
respectively. Participating policies represented approximately 60% of the gross
premiums written and 56% of the life premiums earned in 2003.
The weighted-average percentage rate of the allocation of dividends to
participating policyholders was 92% during 2003. The additional income allocated
to participating policyholders in 2003 amounted to E14 million.
Conventional participating reserves were approximately 56% of the Allianz
Group's consolidated aggregate policy reserves as of December 31, 2003.
The aggregate policy reserves, inclusive of insurance reserves for life
insurance where the investment risk is carried by policyholders, as of December
31, according to the various profit participation systems, were as follows:
2003 2002
------- -------
E(MN) E(MN)
CONTRIBUTION PRINCIPLE
(SFAS 120)
Property-Casualty........................................... 7,513 7,403
Life/Health................................................. 107,663 104,976
------- -------
Total..................................................... 115,176 112,379
======= =======
F-74
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
2003 2002
------- -------
E(MN) E(MN)
UNIT-LINKED AND VARIABLE ANNUITIES
(SFAS 97)
Property-Casualty........................................... -- --
Life/Health................................................. 99,777 89,051
------- -------
Total..................................................... 99,777 89,051
======= =======
OTHER
(SFAS 60)
Property-Casualty........................................... -- --
Life/Health................................................. 35,402 34,366
------- -------
Total..................................................... 35,402 34,366
======= =======
RESERVE FOR LOSS AND LOSS ADJUSTMENT EXPENSES
The gross reserve for loss and loss adjustment expenses (loss reserves) is
divided between two main categories of the Allianz Group's insurance business as
follows as of December 31:
2003 2002
------ ------
E(MN) E(MN)
Property-Casualty........................................... 56,244 59,654
Life/Health................................................. 6,538 6,307
------ ------
Total..................................................... 62,782 65,961
====== ======
F-75
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
Loss reserves have changed in property-casualty insurance for the years
ended December 31, as follows:
2003 2002 2001
------ ------ ------
E(MN) E(MN) E(MN)
Loss reserves as of January 1:
Gross.................................................... 59,654 61,476 54,047
Amount ceded to reinsurers............................... 14,588 16,156 12,571
------ ------ ------
Net...................................................... 45,066 45,320 41,476
------ ------ ------
Plus claims (net):
Claims in the year under review.......................... 25,712 27,130 27,295
Previous years claims.................................... 279 646 76
------ ------ ------
Total.................................................... 25,991 27,776 27,371
------ ------ ------
Less claims paid (net):
Claims in the year under review.......................... 11,860 12,642 11,895
Previous years claims.................................... 13,155 12,143 12,462
------ ------ ------
Total.................................................... 25,015 24,785 24,357
------ ------ ------
Currency translation adjustments........................... (1,822) (3,367) 407
Change in the group of consolidated companies.............. (25) 122 423
------ ------ ------
Loss reserves as of December 31:
Net...................................................... 44,195 45,066 45,320
Amount ceded to reinsurers............................... 12,049 14,588 16,156
------ ------ ------
Gross.................................................... 56,244 59,654 61,476
====== ====== ======
Loss reserves of subsidiaries purchased (sold) are included (excluded) as
of the date of transaction (disposition).
In 2003, there were no extraordinary insured events that had a material
effect on the Allianz Group's shareholders' equity, investments or earnings. The
settlement of the special events of the previous year, in particular the
examination and subsequent increase of the reserves for asbestos-related claims
in 2002 as well the claims stemming from the terrorist attack of September 11,
2001, did not show any unusual development in 2003. On a consolidated Allianz
Group basis, the terrorist attack of September 11, 2001 resulted in net claims
costs of E1,500 million.
No exceptional events insured against have occurred since the balance sheet
date, which may have material effects on the net worth, financial position or
results of the Allianz Group.
Annuities (structured settlements) are established to satisfy liabilities
for certain loss and loss adjustment expenses. Annuity reserves on a gross basis
amounted to E2,650 million as of December 31, 2003 (2002: E2,664 million). A
majority of these reserves have been discounted at interest rates between 3.0%
and 6.5%.
F-76
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
The following table shows, by country, the gross carrying amounts of loss
reserves as of December 31, that have been discounted, and the interest rates
used for discounting.
DISCOUNTED AMOUNT OF THE
RESERVES IN DISCOUNT INTEREST RATE USED FOR DISCOUNTING
------------- ------------- -----------------------------------
2003 2002 2003 2002 2003 2002
----- ----- ----- ----- ---------------- ----------------
E(MN) E(MN)
France......................... 1,466 1,410 346 451 3.00% 3.20% - 3.25%
Switzerland.................... 396 485 242 412 3.25% 4.00%
Germany........................ 366 322 256 223 3.25% - 4.00% 3.25 - 4.00%
United States.................. 207 260 257 316 6.55% 6.55%
Belgium........................ 85 80 20 18 4.75% 4.75%
Hungary........................ 60 59 19 18 1.40% 1.40%
Portugal....................... 58 91 51 91 4.50% 4.00% - 5.25%
----- ----- ----- -----
Total........................ 2,638 2,707 1,191 1,529
===== ===== ===== =====
ASBESTOS AND ENVIRONMENTAL CLAIMS EXPOSURE
The Allianz Group is affected by industry-wide increases in asbestos and
environmental claims, primarily through its US subsidiary, Fireman's Fund
Insurance Company (Fireman's Fund).
In 2002, Fireman's Fund competed an analysis of its asbestos and
environmental (A&E) liabilities, resulting in an increase to these reserves of
USD750 million (net and gross) in September 2002. Also during 2002, Fireman's
Fund ceded the majority of its A&E loss reserves to Allianz AG. During 2003,
there were no significant developments to these A&E reserves.
There are significant uncertainties in estimating the amount of A&E claims.
Reserves for asbestos-related illnesses, toxic waste clean-up claims and latent
drug and chemical exposures cannot be estimated using traditional loss reserving
techniques. Case reserves are established when sufficient information has been
obtained to indicate the involvement of a specific insurance policy. In
addition, IBNR reserves are established to cover additional exposures on both
known and unasserted claims. In establishing liabilities for claims arising from
asbestos-related illnesses, toxic waste clean-up and latent drug and chemical
exposures, management considers facts currently known and the current state of
the law and coverage litigation.
However, given the expansion of coverage and liability by the courts and
the legislatures in the past and the possibilities of similar interpretation in
the future, there is significant uncertainty regarding the extent of remediation
and insurer liability, and given the inherent uncertainty in estimating A&E
liabilities, significant adverse deviation from the current carried A&E reserve
position is possible.
In response to the uncertainty associated with A&E claims, Fireman's Fund
created an environmental claims unit focused on A&E claims evaluation and
remediation for the Allianz Group's U.S. property-casualty insurance
subsidiaries. The staff of this unit, consisting of a total of approximately 50
employees, determines appropriate coverage issues according to the terms of the
policies and contracts involved and, on the basis of its experience and
expertise, makes judgments as to the ultimate loss potential related to each
claim submitted for payment under the various policies and contracts. Judgments
of potential losses are also made from precautionary reports submitted by
insured companies for claims which have the possibility of involving policy
coverage. Factors considered in determining the reserve are: whether the claim
relates to asbestos or hazardous waste; whether the claim is for bodily injury
or property damage; the limits of liability and attachment points; policy
provisions for expenses (which are a significant portion of the estimated
F-77
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
ultimate cost of these claims); type of insured; and any provision for
reinsurance recoverables. In addition, Fireman's Fund actively pursues
commutations and reinsurance cessions to reduce its A&E exposures.
The industry-wide loss trends for some of these exposures, especially for
asbestos-related losses, have deteriorated over the past several years. Some of
the reasons for this deterioration include: insureds who either produced or
installed products containing asbestos have seen more and larger claims brought
against them, some of these companies have declared bankruptcy, which has caused
plaintiffs' attorneys to seek larger amounts from solvent defendants and to also
include new defendants; some defendants are also seeking relief under different
coverage provisions when the product liability portion of their coverage has
been exhausted. These developments led the Allianz Group to engage outside
actuarial consulting firms to update a previous study conducted in 1995 to
analyze the adequacy of Allianz Group's reserves for these types of losses. In
1995, Fireman's Fund had increased its net and gross reserves for A&E by USD800
million and in 2000 an additional USD250 million was reallocated to A&E. These
A&E reserve analyses were completed during 2002, prompted Fireman's Fund to
increase its net reserves for asbestos and environmental claims by E762 million
to E1,225 million.
The total net reserve for asbestos and environmental claims exposure
related liabilities for the Allianz Group's US based subsidiaries at December
31, 2003 was E906 million (2002: E1,250 million), excluding intercompany
reinsurance agreements. The total gross reserve for asbestos and environmental
claims exposure related liabilities at December 31, 2003 was E1,263 million
(2002: E1,704 million).
RESERVE FOR PREMIUM REFUNDS
The reserve for premium refunds includes the amounts to which policyholders
are entitled under the relevant local statutory or contractual regulations in
the form of experience-rated or other participation in profits, and secondly,
amounts arising from the valuation of certain assets and liabilities of the
Allianz Group's life and health insurance enterprises at market value (the
"latent" reserve for premium refunds).
The reserve for premium refunds has changed as follows during the years
ended December 31:
2003 2002 2001
------ ------ ------
E(MN) E(MN) E(MN)
Amounts already allocated under local regulations:
As of January 1.......................................... 7,131 10,088 10,583
Translation differences.................................. (35) (14) 8
Changes in Allianz Group consolidated companies.......... (7) 81 --
Change................................................... 237 (3,024) (503)
------ ------ ------
As of December 31.......................................... 7,326 7,131 10,088
------ ------ ------
Latent reserves:
As of January 1.......................................... 9,059 11,501 17,555
Translation differences.................................. (24) 4 2
Change due to fluctuations in market value............... 1,960 (488) (3,120)
Changes in Allianz Group consolidated companies.......... 1,031 233 (66)
Changes due to valuation differences charged (credited)
to income............................................. (2,014) (2,191) (2,870)
------ ------ ------
As of December 31.......................................... 10,012 9,059 11,501
------ ------ ------
Total...................................................... 17,338 16,190 21,589
====== ====== ======
F-78
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
In addition to the amounts allocated to policyholders of the Allianz Group,
amounts totaling E3,514 million (2002: E3,680 million and 2001: E3,670 million)
were directly credited from surplus.
(17) LIABILITIES TO BANKS
2003 2002
------- -------
E(MN) E(MN)
Payable on demand........................................... 13,427 12,401
Term Liabilities:
Registered bonds.......................................... 3,045 2,608
Other..................................................... 161,844 122,323
------- -------
Liabilities to banks........................................ 178,316 137,332
======= =======
Liabilities to banks due within one year totaled E165,125 million (2002:
E126,757 million) and those due after more than one year totaled E13,191 million
(2002: E10,575 million) as of December 31, 2003.
Liabilities to domestic banks amounted to E81,635 million (2002: E53,105
million) and liabilities to foreign banks amounted to E96,681 million (2002:
E84,227 million) as of December 31, 2003.
The weighted average interest rates for liabilities to banks within the
Allianz Group's banking business were 2.8% and 3.7% as of December 31, 2003 and
December 31, 2002, respectively.
(18) LIABILITIES TO CUSTOMERS
2003 2002
------- -------
E(MN) E(MN)
Savings deposits............................................ 2,667 3,386
Home loan savings deposits.................................. 3,116 3,035
------- -------
Savings and home loan savings deposits...................... 5,783 6,421
Payable on demand........................................... 57,132 53,421
Term liabilities:
Registered mortgage bonds................................. 6,747 5,639
Other..................................................... 85,066 81,785
------- -------
Other liabilities........................................... 148,945 140,845
------- -------
Liabilities to customers.................................... 154,728 147,266
======= =======
Liabilities to customers include E27,834 million (2002: E28,080 million) of
non-interest bearing deposits as of December 31, 2003. Liabilities to customers
due within one year totaled E139,698 million (2002: E133,793 million) and those
due after more than one year totaled E15,030 million (2002: E13,473 million) as
of December 31, 2003.
The weighted average interest rates for liabilities to customers within the
Allianz Group's banking business were 2.8% and 2.8% as of December 31, 2003 and
December 31, 2002, respectively.
F-79
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
Liabilities to customers were classified according to the following
customer groups:
2003 2002
----------------------------------- -----------------------------------
GERMANY OTHER COUNTRIES TOTAL GERMANY OTHER COUNTRIES TOTAL
------- --------------- ------- ------- --------------- -------
E(MN) E(MN) E(MN) E(MN) E(MN) E(MN)
Corporate customers........ 41,620 70,867 112,487 38,409 57,363 95,772
Public authorities......... 1,122 3,365 4,487 1,501 6,848 8,349
Private customers.......... 29,448 8,306 37,754 34,023 9,122 43,145
------ ------ ------- ------ ------ -------
Liabilities to customers... 72,190 82,538 154,728 73,933 73,333 147,266
====== ====== ======= ====== ====== =======
(19) CERTIFICATED LIABILITIES
The Allianz Group issues fixed and floating rate debt denominated in
various currencies, predominantly in Euros.
Fixed and floating rate debt outstanding as of December 31, 2003 matures at
various dates through 2039 and carries contractual interest rates ranging from
0% to 15%(1).
The interest rates for the floating rate debt issues are generally based on
the London Inter-Bank Offered Rate (LIBOR), although in certain instances they
are subject to minimum interest rates as specified in the agreements governing
the respective issues.
The following table summarizes the maturity of the Allianz Group's
certificated liabilities:
DECEMBER 31, DECEMBER 31,
DUE IN DUE IN DUE IN DUE IN DUE IN DUE AFTER 2003 2002
BY REMAINING MATURITIES 2004 2005 2006 2007 2008 2008 TOTAL TOTAL
----------------------- ------ ------ ------ ------ ------ --------- ------------ ------------
E(MN) E(MN) E(MN) E(MN) E(MN) E(MN) E(MN) E(MN)
Mortgage bonds........ -- -- 6 -- -- -- 6 --
Debentures............ 8,847 6,537 5,097 5,051 4,523 4,412 34,467 48,220
------ ----- ----- ----- ----- ----- ------ ------
Total bonds issued.... 8,847 6,537 5,103 5,051 4,523 4,412 34,473 48,220
------ ----- ----- ----- ----- ----- ------ ------
Money market
securities.......... 18,844 45 -- 5 -- -- 18,894 28,217
Other................. 3,810 2,646 1,058 1,107 -- 1,350 9,971 2,313
------ ----- ----- ----- ----- ----- ------ ------
Certificated
liabilities......... 31,501 9,228 6,161 6,163 4,523 5,762 63,338 78,750
====== ===== ===== ===== ===== ===== ====== ======
The following table summarizes the debentures by bond category of the
Allianz Group's debt as of December 31, 2003:
E(MN)
------
Senior bonds................................................ 32,113
Other....................................................... 2,354
------
Total..................................................... 34,467
======
---------------
(1) Interest rate range includes reverse floater and equity-linked-bonds.
F-80
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
Details of the largest debentures (senior bonds) of the Dresdner Bank Group
are provided below:
FACE VALUE YEAR OF
FACE VALUE E(MN) ISSUE CURRENCY (MN) INTEREST RATE ISSUE MATURITY
---------------- ------------------- ------------- ------- --------
2,000 EUR 2,000 4.0% 1999 2007
1,000 EUR 1,000 2.26% 2000 2005
1,000 EUR 1,000 2.3% 2003 2006
610 FRF 4,000 6.25% 1996 2008
600 USD 750 7.25% 2000 2005
550 EUR 550 5.0% 1998 2005
500 EUR 500 3.50% 2003 2008
454 NLG 1,000 5.25% 1998 2009
449 CHF 700 3.63% 1998 2008
400 USD 500 1.31% 2000 2006
400 USD 500 1.31% 2000 2006
381 FRF 2,500 5.0% 1998 2006
351 EUR 351 2.35% 2003 2015
340 NLG 750 5.75% 1997 2007
305 FRF 2,000 6.75% 1996 2007
Certificated liabilities include Allianz Finance B.V. in an amount of
E5,311 million (2002: 7,130 million) and Allianz Finance II B.V. in an amount of
E3,849 million (2002: E4,915 million).
(20) TRADING LIABILITIES
2003 2002
------ ------
E(MN) E(MN)
Derivatives................................................. 20,391 21,401
Obligations to deliver securities........................... 61,476 29,742
Other trading liabilities................................... 2,968 2,377
------ ------
Total..................................................... 84,835 53,520
====== ======
The negative market values of derivative financial instruments are shown on
a net basis (i.e. taking into account existing netting agreements).
The increase of obligations to deliver securities is due to the
substantially higher volume of short sales of fixed-interest securities by the
Dresdner Bank Group.
(21) OTHER ACCRUED LIABILITIES
2003 2002
------ ------
E(MN) E(MN)
Reserves for pensions and similar obligations............... 5,669 5,715
Accrued taxes............................................... 2,066 1,775
Miscellaneous accrued liabilities........................... 6,173 5,579
------ ------
Total..................................................... 13,908 13,069
====== ======
F-81
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
PENSION OBLIGATIONS AND POSTRETIREMENT BENEFITS OTHER THAN PENSIONS
2003 2002
----- -----
E(MN) E(MN)
Reserves for pension obligations............................ 5,303 5,312
Reserves for postretirement benefits other than pensions.... 366 403
----- -----
Total..................................................... 5,669 5,715
===== =====
The Allianz Group maintains various defined benefit and defined
contribution pension plans covering its employees worldwide. Allianz Group
companies normally have pension plans covering their employees, and in Germany,
their agents. In Germany, these plans are primarily based on fixed benefits
(defined benefit pension plans), while in other countries there are both defined
benefit and defined contribution pension plans.
Under DEFINED BENEFIT PENSION PLANS, the beneficiary is promised a
particular level of retirement benefit by an enterprise or by a pension fund,
while the premiums payable by the enterprise, in contrast, are not fixed in
advance.
The measurement date for the primary pension plans was October/November
2003, with any significant changes through December 31, 2003, taken into
account.
The need to recognize actuarial gains or losses is reviewed using the
corridor approach for each individual pension plan.
The primary pension fund is Allianz Versorgungskasse VVaG, Munich, which
covers most of the employees of Allianz Group companies in Germany. It is not
included in the Allianz Group's consolidated financial statements.
The reserve for defined benefit pension plans changed in the year under
review as follows:
2003 2002
----- -----
E(MN) E(MN)
Value stated as of December 31 previous year................ 5,312 5,268
Translation differences..................................... (8) (9)
----- -----
Value stated as of January 1................................ 5,304 5,259
Changes in Allianz Group consolidated companies............. (22) 33
Expenses.................................................... 621 666
Payments.................................................... (600) (646)
----- -----
Value stated as of December 31.............................. 5,303 5,312
===== =====
F-82
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
OBLIGATIONS AND FUNDED STATUS
The following table sets forth the change in the projected benefit
obligation and the change in fair value of plan assets used for the various
Allianz Group pension plans and the amounts recognized in the accompanying
consolidated balance sheet as of December 31:
2003 2002
------ ------
E(MN) E(MN)
CHANGE IN PROJECTED BENEFIT OBLIGATION:
Projected benefit obligation as of January 1.............. 10,679 10,945
Service cost.............................................. 314 274
Interest cost............................................. 607 591
Plan participants' contribution........................... 54 47
Amendments................................................ (17) --
Actuarial loss (gain)..................................... 325 (646)
Foreign currency exchange rate changes.................... (108) (104)
Benefits paid............................................. (493) (502)
Changes in the Allianz Group of consolidated companies.... (22) 24
Other..................................................... (17) 50
------ ------
Projected benefit obligation as of December 31............ 11,322 10,679
====== ======
thereof
-- direct commitments of Allianz Group enterprises... 5,880 5,749
-- commitments through plan assets................... 5,442 4,930
CHANGE IN FAIR VALUE OF PLAN ASSETS:
Fair value of plan assets as of January 1................. 4,830 4,987
Actual return (loss) on plan assets....................... 379 (256)
Employer contributions.................................... 199 284
Plan participants' contributions.......................... 54 47
Foreign currency exchange rate changes.................... (72) (83)
------ ------
Benefits paid............................................. (205) (214)
Changes in the Allianz Group of consolidated companies.... (3) 65
Other..................................................... 61 --
Fair value of plan assets as of December 31............... 5,243 4,830
====== ======
Funded status............................................. 6,079 5,849
Unrecognized net actuarial loss........................... (765) (530)
Unamortized prior service cost............................ (11) (7)
------ ------
Net amount recognized..................................... 5,303 5,312
====== ======
F-83
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
Amounts recognized in the Allianz Group's consolidated balance sheet
consist of the following as of December 31:
2003 2002 2001
----- ----- -----
E(MN) E(MN) E(MN)
Prepaid benefit cost........................................ -- (43) --
Accrued benefit costs....................................... 5,303 5,355 5,268
----- ----- -----
Net amount recognized....................................... 5,303 5,312 5,268
===== ===== =====
The accumulated benefit obligation for all defined benefit pension plans
was E10,467 million, E9,870 million and E9,850 million at December 31, 2003,
2002 and 2001, respectively.
Information for pension plans with an accumulated benefit obligation in excess
of plan assets as of December 31:
2003 2002 2001
------ ------ ------
E(MN) E(MN) E(MN)
Projected benefit obligation............................... 11,322 10,679 10,945
Accumulated benefit obligation............................. 10,467 9,870 9,850
Fair value of plan assets.................................. 5,243 4,830 4,987
The net periodic benefit cost recognized in the Allianz Group's
consolidated income statement consist of the following components for the years
ended December 31:
2003 2002 2001
----- ----- -----
E(MN) E(MN) E(MN)
Components of net periodic benefit cost:
Service cost.............................................. 314 274 231
Interest cost............................................. 606 591 553
Expected return on plan assets............................ (312) (329) (358)
Amortization of:
Prior service cost recognized............................. 26 123 (1)
Net (gain)/loss recognized................................ 6 5 (19)
(Income)/expenses of plan curtailments or settlements..... (19) 2 43
---- ---- ----
Net periodic benefit cost.............................. 621 666 449
==== ==== ====
Most of the amounts expensed are charged in the Allianz Group's
consolidated income statement as acquisition and administrative expenses, and
loss and loss adjustment expenses (claims settlement expenses). The amounts
recorded in the Allianz Group's consolidated income statement relating to
pension funds amounted to E379 million in 2003 (2002: loss of E256 million and
2001: loss of E198 million).
ASSUMPTIONS
The assumptions for the actuarial computation of the projected benefit
obligation, accumulated benefit obligation and the net periodic benefit cost
depend on the circumstance in the particular country where the plan has been
established.
F-84
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
The calculations are based on current actuarially calculated mortality
estimates. Projected fluctuations depending on age and length of service have
also been used, as well as internal Allianz Group retirement projections.
The weighted-average assumptions for the main pension plans are as follows:
Weighted-average assumptions used to determine projected and accumulated
benefit obligations for the years ended December 31:
2003 2002
----- -----
E(MN) E(MN)
Discount rate............................................... 5.49% 5.74%
Rate of compensation increase............................... 2.84% 2.91%
Rate of pension increase.................................... 1.85% 1.93%
Weighted-average assumptions used to determine net periodic benefit cost
for the years ended December 31:
2003 2002
----- -----
E(MN) E(MN)
Discount rate............................................... 5.74% 5.53%
Expected long-term return on plan assets.................... 6.55% 6.73%
Rate of compensation increase............................... 2.91% 2.88%
The weighted expected long-term return on plan assets for the year 2003 was
derived by the following target allocation and expected long-term return for
each asset category:
WEIGHTED
EXPECTED
LONG-TERM
TARGET RATE OF
ASSET CATEGORY ALLOCATION RETURN
-------------- ---------- ---------
Equity securities........................................... 33.49% 8.65%
Debt securities............................................. 62.18% 5.43%
Real estate................................................. 4.15% 6.53%
Other....................................................... 0.18% 0.48%
------ ----
Total..................................................... 100.00% 6.55%
====== ====
The determination of the expected long-term rate of return for the
individual asset categories is based on capital market surveys as well as on the
expertise of our insurance professionals.
F-85
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
PLAN ASSETS
The pension plan weighted-average asset allocations by asset category are
as follows for the years ended December 31:
ASSET CATEGORY 2003 2002
-------------- ------- -------
Equity securities........................................... 23.82% 28.96%
Debt securities............................................. 70.89% 64.73%
Real estate................................................. 2.92% 2.82%
Other....................................................... 2.37% 3.49%
------- -------
Total..................................................... 100.00% 100.00%
======= =======
Equity securities include no Allianz AG common stock at December 31, 2003,
and 2002, respectively.
The pension fund assets are invested mainly in equity securities,
investment fund units, fixed income securities and registered bonds.
The Allianz Group plans to gradually increase its actual equity securities
allocation to be more in line with its target equity securities allocation by
decreasing its holdings in debt securities.
CONTRIBUTIONS
The Allianz Group expects to contribute E177 million to its pension plans
in 2004.
ESTIMATED FUTURE BENEFIT PAYMENTS
The following estimated future benefit payments are based on the same
assumptions used to measure the Allianz Group's projected and accumulated
benefit obligations at December 31, 2003, and reflect expected future service,
as appropriate.
E(MN)
-----
2004........................................................ 483
2005........................................................ 492
2006........................................................ 501
2007........................................................ 512
2008........................................................ 524
Years 2009 - 2013........................................... 2,752
The reserve for post-retirement benefits other than pensions was E366
million as of December 31, 2003 (2002: E403 million). The reserve for other
post-retirement benefits other than pensions is primarily comprised of
obligations for health care benefits in USA of E122 million (2002: E148 million)
and statutorily required post-retirement benefits in Austria and Italy of E64
million (2002: E65 million) and E102 million (2002: E98 million), respectively.
In December 2003, the United States federal government passed the Medicare
Modernization Act (the Act). The Act introduces a prescription drug benefit
under Medicare and an employer subsidy to sponsors of retiree health care
benefit plans. In accordance with FASB Staff Position 106-1, Accounting and
Disclosure Requirements Related to the Medicare Prescription Drug, Improvement
and Modernization Act of 2003, the Allianz Group has elected to defer
recognition of the Act, and accordingly, the reserve for health care benefits in
the United States does not include the effects of the changes of the Act. In May
2004, the FASB subsequently issued Staff Position 106-2, Accounting and
Disclosure Requirements Related to the Medicare
F-86
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
Prescription Drug, Improvement and Modernization Act of 2003 (FSP 106-2), which
is effective for the first interim or annual period beginning after June 15,
2004. FSP 106-2 will supercede FSP 106-1 upon its effective date.
DEFINED CONTRIBUTION PENSION PLANS are funded through independent pension
funds or similar organizations. Contributions fixed in advance (e.g., based on
salary) are paid to these institutions and the beneficiary's right to benefits
exists against the pension fund. The employer has no obligation beyond payment
of the contributions (premiums). The main pension fund is the
Versicherungsverein des Bankgewerbes a.G., Berlin, which covers most of the
banking employees in Germany.
Amounts expensed by the Allianz Group for defined contribution pension
plans was E105 million for the year ended December 31, 2003 (2002: E123 million
and 2001: E108 million).
MISCELLANEOUS ACCRUED LIABILITIES
Miscellaneous accrued liabilities primarily include reserves of E845
million (2002: E404 million) for restructuring, reserves for the lending
business of E549 million (2002: E633 million), reserves for employee expenses
amounting to E2,224 million (2002: E2,259 million), loss reserves from the
non-insurance business amounting to E319 million (2002: 316 million), reserves
for litigation amounting to E142 million (2002: 125 million), and commission
reserves for agents amounting to E198 million (2002: 159 million).
Activity in the provisions for restructuring costs for the years ended
December 31, is as follows:
2003 2002 2001
----- ----- -----
E(MN) E(MN) E(MN)
Provisions as of January 1.................................. 404 478 309
New Provision:
Changes in consolidation............................... -- (18) 385
Additions through income for supplementary
restructuring measures............................... 575 199 149
Additions to existing provisions.......................... 153 89 62
Release of provisions via payments........................ (219) (234) (370)
Release of provisions through income...................... (54) (87) (58)
Translation differences................................... (14) (23) 1
---- ---- ----
Provisions as of December 31................................ 845 404 478
==== ==== ====
DRESDNER BANK AG RESTRUCTURING PLANS
At December 31, 2003, reserves for restructuring are essentially related to
Dresdner Bank AG with the amount of E815 million (2002: E365 million). These
reserves mainly cover termination costs, severance payments for employee
terminations and from termination of leasing contracts, which will arise in
connection with the implementation of the respective initiatives. Expenses for
restructuring are shown separately in the Allianz Group's consolidated income
statement under other expenses.
As part of the project control process, the adequacy of the reserves set up
is regularly examined and adjusted if required. The resulting impact on income
is taken into account in the additions or releases. The adjustments required are
determined, on the one hand, by the concrete application of the personnel
instruments used and, on the other hand, by adjusting the expected income from
subleases to the development of the real estate market.
F-87
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
In August 2003, as part of the Dresdner Bank AG cost cutting program,
Dresdner Bank AG announced the "New Dresdner" program. The initiative will
eliminate an additional approximately 4,700 positions in the banking operations
by the end of 2005. The focus of this initiative is on the back-office areas and
the support functions of Dresdner Bank AG's head office. The initiative also
includes the elimination of positions at Advance Bank AG and the outsourcing of
certain activities within the Dresdner Bank AG transaction banking business. The
Dresdner Bank AG recorded restructuring charges of E380 million in 2003 in
connection with the elimination of approximately 3,500 positions of the total
initiative. Approximately 290 employees had been terminated pursuant to this
initiative as of December 31, 2003. As of December 31, 2003, the total provision
outstanding was E345 million, after the effects of consolidation and foreign
exchange.
Included within the 4,700 positions from the August 2003 initiative,
Dresdner Bank AG plans to eliminate approximately 700 positions in connection
with outsourcing of the domestic retail securities processing (including
custody) and payment processing activities. As of December 31, 2003, no
positions had been eliminated pursuant to this initiative. The Dresdner Bank AG
recorded restructuring charges of E44 million in 2003 in addition to the E380
million of restructuring charges recorded in the August 2003 initiative. Further
approximately E47 million of impairment charges were recorded relating to our
information technology systems. As of December 31, 2003, the total provision
outstanding was E44 million, after the effects of consolidation and foreign
exchange.
In February 2003, as part of the Allianz Groups efforts to focus on the
Allianz and Dresdner Bank brands, Allianz Group announced plans to integrate the
activities of the direct banking subsidiary Advance Bank AG into the Allianz
Group in 2003. Also included within the 4,700 positions from the August 2003
initiative, Allianz Group expect to eliminate approximately 400 positions by
mid-2004. In connection with this initiative restructuring charges of
approximately E20 million were recorded in 2003, which is included within the
E380 million of restructuring charges recorded in conjunction with the August
2003 initiative. Of the 400 positions to be eliminated, approximately 180 have
been eliminated as of December 31, 2003.
In September 2002, the Dresdner Bank AG established the Turnaround 2003
program relating to cost cutting efforts and strategic restructuring of Dresdner
Bank AG. The initiatives involving the elimination of an additional
approximately 3,000 positions in the Allianz Group's banking operations,
including approximately 2,100 positions in the Dresdner Bank AG's former
Corporates & Markets division, 300 positions in the Dresdner Bank AG's Private
and Business Clients division and 600 positions in the Other division. In
connection with the elimination of the first 1,500 of these positions, new
restructuring provisions of E199 million were recorded, E72 million were
utilized during 2002. During 2003, all measures have been determined, and E287
million were added to this provisions, whereas E344 million were charged to
income and E90 million were utilized during the year. The implementation of the
key initiatives will be completed in 2005. As of December 31, 2003, the total
provision outstanding was E299 million (2002: E127 million), after the effects
of consolidation and foreign exchange. Approximately 2,100 employees had been
terminated pursuant to these plans as of December 31, 2003.
In September 2001, Allianz Group announced further restructuring plans
relating primarily to two subsidiaries of Dresdner Bank AG. The plans involved
an aggregate reduction of approximately 1,300 positions throughout the banking
operations. These restructuring plans are expected to be completed by December
31, 2004. Initially, E31 million were provided for the elimination of 240
positions in branch and support functions at the Dresdner Bank AG's German
subsidiaries and expensed, of which E4 million has been utilized, resulting in a
balance of E27 million as of December 31, 2001. During 2003, E6 million (2002:
E73 million) was added to this provision and charged to income, whereas a total
of E24 million (2002: E14 million) was utilized during the year, resulting in a
balance at December 31, 2003 of E41 million (2002: E74 million), after the
effects of consolidation and foreign exchange. The recorded charges in 2003 were
in connection with the elimination of the 60 remaining positions (2002: 1,000
positions). Of the 1,300 positions
F-88
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
to be eliminated under these plans, approximately 1,120 positions had been
eliminated as of December 31, 2003.
In connection with the acquisition of Dresdner Bank AG, several
restructuring plans established by Dresdner Bank AG prior to its acquisition by
Allianz AG have been included in the consolidated financial statements of the
Allianz Group. In total, E315 million of restructuring provisions was assumed by
Allianz AG as of July 23, 2001. This amount is comprised of restructuring plans
established by Dresdner Bank AG in May 2000 related to the reorganization of the
German branch network and other domestic restructuring activities of E217
million and a restructuring initiative related to its non-European business of
E98 million, primarily concerning the reduction of commercial lending activities
outside of Europe. These plans are expected to be completed by 2004. During
2003, E17 million (2002: E10 million) were added to these provisions and charged
to income, whereas E70 million (2002: E160 million) were utilized during the
year, resulting in a balance at December 31, 2003 of E49 million (E112 million),
after the effects of consolidation and foreign exchange.
A restructuring provision of E70 million directly related to the
acquisition of Dresdner Bank AG was included as part of the purchase price. This
provision relates to the reorganization of Dresdner Bank AG's investment banking
division, which was combined with its European corporate banking and capital
market activities into a single new division, which is expected to be completed
by December 31, 2004. During 2003, E13 million (2002: E6 million) were added to
this provision and charged to income, whereas a total of E18 million (2002: E55
million) was utilized during the year, resulting in a balance at December 31,
2003 of E37 million (2002: E52 million), after the effects of consolidation and
foreign exchange.
(22) OTHER LIABILITIES
2003 2002
------ ------
E(MN) E(MN)
Funds held under reinsurance business ceded................. 8,608 8,562
Accounts payable on direct insurance business............... 7,813 7,972
Accounts payable on reinsurance business.................... 1,878 2,257
Other liabilities........................................... 13,426 12,634
------ ------
Total..................................................... 31,725 31,425
====== ======
Accounts payable on direct insurance business and accounts payable on
reinsurance are due within one year. Of the remaining liabilities stated under
other liabilities, E8,593 million (2002: E8,044 million) are due within one
year, and E4,833 million (2002: E4,590 million) are due after more than one
year.
Other liabilities primarily include liabilities arising from tax charges on
income totaling E1,601 million (2002: E1,099 million), interest and rental
liabilities amounting to E472 million (2002: E178 million), social security
liabilities of E197 million (2002: E229 million), derivative liabilities of E933
million (2002: E827 million), and unprocessed sales totaling E577 million (2002:
E616 million). Of the tax liabilities E979 million (2002: E310 million) are
attributable to taxes on income.
(23) DEFERRED INCOME
This item includes miscellaneous deferred income positions amounting to
E2,433 million (2002: E3,010 million), which is primarily comprised of accrued
interest of E1,681 million (2002: E2,423 million).
F-89
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
SUPPLEMENTARY INFORMATION ON THE ALLIANZ GROUP
CONSOLIDATED INCOME STATEMENT
(24) PREMIUMS EARNED (NET)
2003 2002 2001
------ ------ ------
E(MN) E(MN) E(MN)
PROPERTY/CASUALTY*
Gross premiums written..................................... 42,709 42,542 41,459
Premiums ceded in reinsurance.............................. (5,404) (6,150) (6,669)
Change in unearned premiums (net).......................... (729) (669) (1,024)
------ ------ ------
Premiums earned (net)...................................... 36,576 35,723 33,766
====== ====== ======
LIFE/HEALTH*
Gross premiums written..................................... 20,678 20,611 20,129
Premiums ceded in reinsurance.............................. (1,240) (1,207) (1,169)
Change in unearned premiums (net).......................... (36) 6 19
------ ------ ------
Premiums earned (net)...................................... 19,402 19,410 18,979
====== ====== ======
TOTAL*
Gross premiums written..................................... 63,387 63,153 61,588
Premiums ceded in reinsurance.............................. (6,644) (7,357) (7,838)
Change in unearned premiums (net).......................... (765) (663) (1,005)
------ ------ ------
Premiums earned (net)...................................... 55,978 55,133 52,745
====== ====== ======
---------------
* After eliminating intra-Allianz Group transactions between segments.
Gross premiums written in 2003 totaled E60,677 million (2002: E60,408
million) for direct insurance business and E2,710 million (2002: E2,745 million)
for reinsurance business assumed.
In the case of life insurance products where the policyholder carries the
investment risk (e.g., variable annuities), only those parts of the premiums
used to cover the risks insured and costs involved are treated as premium
income.
A portion of the gross premiums written and the premiums ceded in
reinsurance by the Allianz Group were assumed from or ceded to related parties
(see related party transactions at Note 42).
F-90
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
(25) INTEREST AND SIMILAR INCOME
2003 2002 2001
------ ------ ------
E(MN) E(MN) E(MN)
Income from:
Securities held-to-maturity.............................. 329 384 467
Securities available-for-sale............................ 12,355 13,747 13,055
Real estate used by third parties........................ 986 1,141 1,108
Lending, money market transactions and loans............. 8,079 11,058 8,566
Leasing agreements....................................... 80 141 68
Other interest-bearing instruments....................... 733 1,739 960
------ ------ ------
Total................................................. 22,562 28,210 24,224
====== ====== ======
Interest and similar income includes dividend income of E1,512 million
(2002: E1,806 million and 2001: E2,147 million).
The following table presents net interest margin from the banking
business*:
2003 2002 2001
------ ------ ------
E(MN) E(MN) E(MN)
Interest and current income................................. 8,042 13,299 9,073
Interest expenses........................................... (5,225) (9,292) (6,668)
------ ------ ------
Net interest margin......................................... 2,817 4,007 2,405
Less loan loss allowance.................................... (1,014) (2,222) (588)
------ ------ ------
Net interest margin after loan loss allowance............... 1,803 1,785 1,817
====== ====== ======
---------------
* After eliminating intra-Allianz Group transactions between segments.
(26) INCOME (NET) FROM INVESTMENTS IN AFFILIATED ENTERPRISES, JOINT VENTURES AND
ASSOCIATED ENTERPRISES
2003 2002 2001
----- ----- -----
E(MN) E(MN) E(MN)
Income:
Current income............................................ 35 736 657
Reversal of impairments................................... 5 3 27
Realized gains from investments in affiliated enterprises,
joint ventures and associated enterprises.............. 3,966 4,381 1,319
----- ----- -----
Subtotal............................................. 4,006 5,120 2,003
----- ----- -----
Expenses:
Depreciation.............................................. (237) -- (243)
Realized losses on investments in affiliated enterprises,
joint ventures and associated enterprises.............. (727) (708) (119)
Miscellaneous expenses.................................... (12) (14) (53)
----- ----- -----
Subtotal............................................. (976) (722) (415)
----- ----- -----
Total income (net).......................................... 3,030 4,398 1,588
===== ===== =====
F-91
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
In 2003, E2,774 million (2002: E3,432 million and 2001: E1,388 million) of
the income (net) from investments in affiliated enterprises, joint ventures and
associated enterprises is attributable to associated enterprises. During 2002
and 2001, E1,317 million and E866 million, respectively, relates to a series of
transactions relating to ordinary shares of Munich Re. See Note 6 for further
information concerning the Allianz Group's investments in affiliated
enterprises, joint ventures and associated enterprises.
In April 2001, the Allianz Group, Dresdner Bank (an Allianz Group
subsidiary as of July 2001), a Dresdner Bank subsidiary and others entered into
a series of transactions whereby Allianz Group provided Munich Re shares to be
delivered to ERGO Versicherungsgruppe AG (Ergo) shareholders in connection with
Munich Re's acquisition of the minority interest of Ergo pursuant to the public
cash and share offers described below. The purpose of this transaction,
including all individual agreement components, was to allow Munich Re to acquire
Ergo in July 2001 and at the same time achieve the previously agreed reduction
in cross-shareholdings between the Allianz Group and Munich Re. Additionally,
the transaction structure was designed to come within recently enacted changes
in German tax law which took effect as of January 1, 2002, and under which
capital gains on the disposal of equity interests were treated as tax-free.
The framework agreement for this transaction (the "Ergo Framework
Agreement") was executed by the Allianz Group and all other parties on April 19,
2001, establishing the basic terms of: (i) a public cash tender offer for shares
of Ergo; (ii) parallel share offer by Munich Re for shares of Ergo; (iii) a
series of share lending agreements between DME Umtauschgesellschaft (DME) and
Dresdner Bank, a Dresdner Bank subsidiary and a third-party entity (the "Lending
Agreement"); and (iv) a forward sale agreement between DME and the Allianz
Group, pursuant to which DME acquired Munich Re shares to use, in part, in
repayment of the shares under the Lending Agreement (the "Forward Sale
Agreement").
In accordance with the Ergo Framework Agreement, the Allianz Group
delivered 7,065,563 Munich Re shares (an approximate 4% interest of Munich Re)
to DME in July 2001, which were then delivered to Ergo shareholders. In January
2002, DME acquired 11,213,035 Munich Re shares (an approximate 6.3% interest in
Munich Re) from the Allianz Group via the Forward Sale Agreement. Of the
11,213,035 shares delivered by the Allianz Group under the Forward Sale
Agreement in January 2002, 7,065,563 shares were immediately used by DME, as
required by the Ergo Framework Agreement, to satisfy its return obligation to
the Allianz Group under the Lending Agreement.
As a result of this transaction, the Allianz Group transferred all risks,
rewards and control of the 7,065,563 Munich Re shares delivered under the
Lending Agreement in July 2001, in exchange for an amount due from DME based on
the fixed price of the Forward Sale Agreement. All risks, rewards and control of
the additional 4,147,472 Munich Re shares, included in the delivery of
11,213,035 Munich Re shares, were transferred by the Allianz Group in January of
2002, also in exchange for an amount based on the fixed price of the Forward
Sale Agreement.
Based on the specific facts and circumstances of this transaction, under
both IFRS and US GAAP, the Allianz Group recorded a sale of the 7,065,563 shares
delivered under the Lending Agreement in July 2001 resulting in: (i)
derecognition of the 7,065,563 shares of Munich Re; and (ii) recording a 2001
capital gain of E866 million, before tax and minority interest. The delivery of
the 11,213,135 Munich Re shares under the Forward Sale Agreement in January 2002
was recorded as an inter-Allianz Group transfer of 7,065,563 Munich Re shares
and a sale of the remaining 4,147,472 Munich Re shares resulting in: (i)
derecognition of the 4,147,472 shares of Munich Re; and (ii) recording a 2002
capital gain of E1,317 million.
F-92
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
(27) OTHER INCOME FROM INVESTMENTS
2003 2002 2001
------ ----- -----
E(MN) E(MN) E(MN)
Realized gains on:
Securities held-to-maturity............................... -- 2 2
Securities available-for-sale............................. 7,362 7,972 7,738
Real estate used by third parties......................... 494 670 303
Other investments......................................... 12 10 72
------ ----- -----
Subtotal.................................................... 7,868 8,654 8,115
------ ----- -----
Income from revaluations on:
Securities held-to-maturity............................... 3 2 7
Securities available-for-sale............................. 2,129 679 184
Real estate used by third parties......................... 2 14 87
Other investments......................................... -- 6 109
------ ----- -----
Subtotal.................................................... 2,134 701 387
------ ----- -----
Total....................................................... 10,002 9,355 8,502
====== ===== =====
Income from revaluations represents income from the reversal of impairment
charges, including reversals of previously recorded impairment charges on
securities that were sold during the fiscal year. See Note 7 for further
information.
(28) TRADING INCOME
Total trading income of E243 million (2002: E1,507 million and 2001: E1,592
million) includes income from trading activities of the Allianz Group's banking
operations totaling E1,485 million (2002: E1,081 million and 2001: E244
million).*
Trading activities of banking business are comprised of the following for
the years ended December 31:
2003 2002 2001
----- ----- -----
E(MN) E(MN) E(MN)
Trading in interest products................................ 632 738 131
Trading in equity products.................................. 178 (49) (72)
Foreign exchange/precious metals trading.................... 358 301 49
Other trading activities.................................... 317 91 136
----- ----- ---
Total..................................................... 1,485 1,081 244
===== ===== ===
Total trading income includes expenses amounting to E1,359 million (2002:
E412 million and 2001: E1,385 million) from derivative financial instruments
used by Allianz Group insurance companies for which hedge accounting is not
applied under IAS 39. In 2002 and 2001, these are primarily comprised of gains
on derivative financial instruments embedded in exchangeable bonds issued
amounting to E387 million and E880 million, respectively.
In 2003, equity exposure was substantially reduced through the use of
derivatives and direct sales. Futures and put options on indexes were used for
hedging. The change in the market value of the derivatives of this macro hedge
are recognized as trading income in the Allianz Group's consolidated income
statement,
F-93
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
while the corresponding changes in the fair value of the underlying equities are
directly recognized in the Allianz Group's consolidated shareholders' equity.
The changes in the fair value of the respective underlying equities are
recognized in the Allianz Group's consolidated income statement only at the time
of their realization in the capital market. The use of derivatives for macro
hedges resulted in a loss of E1,351 million as of December 31, 2003. Also
included in trading income are losses totaling E10 million (2002: E25 million
gain and 2001: E461 million loss) arising from the use of other derivative
financial instruments by Allianz Group insurance companies.
(29) FEE AND COMMISSION INCOME, AND INCOME FROM SERVICE ACTIVITIES
Of total fee and commission income, and income from service activities of
E6,060 million in 2003 (2002: E6,102 million and 2001: E4,827 million), E2,705
million (2002: E2,784 million and 2001: E1,383 million) is attributable to the
Allianz Group's banking operations and E2,815 million (2002: E2,816 million and
2001: E2,429 million) are attributable to the Allianz Group's asset management
operations.*
The following table presents net fee and commission income from the Allianz
Group's banking operations*
2003 2002 2001
----- ----- -----
E(MN) E(MN) E(MN)
Fee and commission income................................... 2,705 2,784 1,383
Fee and commission expenses................................. (461) (245) (162)
----- ----- -----
Total..................................................... 2,244 2,539 1,221
===== ===== =====
Net fee and commission income from the Allianz Group's banking operations
is comprised of the following*:
2003 2002 2001
----- ----- -----
E(MN) E(MN) E(MN)
Securities business......................................... 1,027 812 713
Payment transactions........................................ 372 368 167
Mergers and acquisitions advisory........................... 110 237 125
Underwriting business (new issues).......................... 104 103 84
Foreign commercial business................................. 64 66 28
Other....................................................... 567 953 104
----- ----- -----
Net fee and commission income............................. 2,244 2,539 1,221
===== ===== =====
The following table presents net fee and commission income from the Allianz
Group's asset management operations*:
2003 2002 2001
----- ----- -----
E(MN) E(MN) E(MN)
Fee and commission income................................... 2,815 2,816 2,429
Fee and commission expenses................................. (520) (466) (331)
----- ----- -----
Total..................................................... 2,295 2,350 2,098
===== ===== =====
---------------
* After eliminating intra-Allianz Group transactions between segments.
F-94
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
Net fee and commission income from the Allianz Group's asset management
operations is comprised of the following*:
2003 2002 2001
----- ----- -----
E(MN) E(MN) E(MN)
Management fees............................................. 1,128 1,264 1,080
Advisory fees............................................... 1,073 1,091 977
Other....................................................... 94 (5) 41
----- ----- -----
Net fee and commission income............................. 2,295 2,350 2,098
===== ===== =====
(30) OTHER INCOME
Other income was comprised of the following as of December 31:
2003 2002 2001
----- ----- -----
E(MN) E(MN) E(MN)
Foreign currency transaction gains.......................... 1,010 664 114
Fees........................................................ 729 647 473
Release of miscellaneous accrued liabilities................ 433 414 387
Income from reinsurance business............................ 254 190 485
Gains from the disposal of real estate used for own
activities and equipment.................................. 29 115 12
Income from other assets.................................... 73 86 101
Other....................................................... 1,252 855 600
----- ----- -----
Total.................................................. 3,780 2,971 2,172
===== ===== =====
(31) INSURANCE BENEFITS
Insurance benefits in property-casualty* comprise the following:
2003 2002 2001
------ ------ ------
E(MN) E(MN) E(MN)
GROSS
Claims:
Claims paid.............................................. 29,048 30,055 29,966
Change in loss reserves.................................. (429) 2,659 5,871
------ ------ ------
Subtotal................................................... 28,619 32,714 35,837
------ ------ ------
Change in other reserves:
Aggregate policy reserves................................ 239 274 428
Other.................................................... 75 (84) (227)
------ ------ ------
Subtotal................................................... 314 190 201
------ ------ ------
Expenses for premium refunds............................... (57) 194 167
------ ------ ------
Total................................................. 28,876 33,098 36,205
====== ====== ======
---------------
* After eliminating intra-Allianz Group transactions between segments.
F-95
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
2003 2002 2001
------ ------ ------
E(MN) E(MN) E(MN)
CEDED REINSURANCE
Claims:
Claims paid.............................................. (4,033) (5,270) (5,609)
Change in loss reserves.................................. 1,405 332 (2,857)
------ ------ ------
Subtotal................................................... (2,628) (4,938) (8,466)
------ ------ ------
Change in other reserves:
Aggregate policy reserves................................ (38) (1) (227)
Other.................................................... (4) 9 (15)
------ ------ ------
Subtotal................................................... (42) 8 (242)
------ ------ ------
Expenses for premium refunds............................... (3) (27) (22)
------ ------ ------
Total................................................. (2,673) (4,957) (8,730)
====== ====== ======
NET
Claims:
Claims paid.............................................. 25,015 24,785 24,357
Change in loss reserves.................................. 976 2,991 3,014
------ ------ ------
Subtotal................................................... 25,991 27,776 27,371
------ ------ ------
Change in other reserves:
Aggregate policy reserves................................ 201 273 201
Other.................................................... 71 (75) (242)
------ ------ ------
Subtotal................................................... 272 198 (41)
------ ------ ------
Expenses for premium refunds............................... (60) 167 145
------ ------ ------
Total................................................. 26,203 28,141 27,475
====== ====== ======
Insurance benefits in life/health* comprise the following:
2003 2002 2001
------ ------ ------
E(MN) E(MN) E(MN)
GROSS
Benefits paid.............................................. 18,353 16,689 15,576
Change in reserves:
Aggregate policy reserves................................ 5,219 5,805 6,526
Other.................................................... 376 453 196
------ ------ ------
Subtotal................................................... 23,948 22,947 22,298
------ ------ ------
Expenses for premium refunds............................... 1,470 (73) 1,873
------ ------ ------
Total................................................. 25,418 22,874 24,171
====== ====== ======
F-96
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
2003 2002 2001
------ ------ ------
E(MN) E(MN) E(MN)
CEDED REINSURANCE
Benefits paid.............................................. (1,268) (1,148) (1,135)
Change in reserves:
Aggregate policy reserves................................ 140 145 (231)
Other.................................................... (45) (205) (122)
------ ------ ------
Subtotal................................................... (1,173) (1,208) (1,488)
------ ------ ------
Expenses for premium refunds............................... (16) (18) (4)
------ ------ ------
Total................................................. (1,189) (1,226) (1,492)
====== ====== ======
NET
Benefits paid.............................................. 17,085 15,541 14,441
Change in reserves:
Aggregate policy reserves................................ 5,359 5,950 6,295
Other.................................................... 331 248 74
------ ------ ------
Subtotal................................................... 22,775 21,739 20,810
------ ------ ------
Expenses for premium refunds............................... 1,454 (91) 1,869
------ ------ ------
Total................................................. 24,229 21,648 22,679
====== ====== ======
---------------
* After eliminating intra-Allianz Group transactions between segments.
(32) INTEREST AND SIMILAR EXPENSES
The following table presents interest and similar expenses for the years
ended December 31:
2003 2002 2001
----- ------ -----
E(MN) E(MN) E(MN)
Deposits.................................................... 2,859 3,533 610
Certificated liabilities.................................... 1,764 4,480 4,607
----- ------ -----
Subtotal.................................................... 4,623 8,013 5,217
Other interest expenses..................................... 1,814 2,638 2,644
----- ------ -----
Total..................................................... 6,437 10,651 7,861
===== ====== =====
The interest expense for certificated liabilities includes E288 million
(2002: E363 million and 2001: E0) and E171 million (2002: E80 million and 2001:
E0) for Allianz Finance B.V. and Allianz Finance II B.V., respectively.
F-97
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
(33) OTHER EXPENSES FOR INVESTMENTS
2003 2002 2001
------ ------ -----
E(MN) E(MN) E(MN)
Realized losses on investments:
Securities held-to-maturity............................... 3 4 12
Securities available-for-sale............................. 5,018 8,063 6,888
Real estate used by third parties......................... 102 131 19
Other investment securities............................... 2 6 79
------ ------ -----
Subtotal.................................................... 5,125 8,204 6,998
Impairments on investments:
Securities held-to-maturity............................... 10 31 35
Securities available-for-sale............................. 4,412 6,287 1,507
Real estate used by third parties......................... 30 104 86
Other investment securities............................... 4 11 5
------ ------ -----
Subtotal.................................................... 4,456 6,433 1,633
------ ------ -----
Depreciation on real estate used by third parties........... 267 229 292
------ ------ -----
Total.................................................. 9,848 14,866 8,923
====== ====== =====
(34) LOAN LOSS PROVISIONS
2003 2002 2001
------ ----- -----
E(MN) E(MN) E(MN)
Additions to allowances including direct impairments........ 2,200 3,128 1,204
Less amounts released....................................... (1,103) (817) (593)
Less recoveries on loans previously impaired................ (70) (70) (15)
------ ----- -----
Loan loss provisions........................................ 1,027 2,241 596
====== ===== =====
(35) ACQUISITION COSTS AND ADMINISTRATIVE EXPENSES
2003 2002 2001
------ ------ ------
E(MN) E(MN) E(MN)
PROPERTY-CASUALTY*
Acquisition costs:
Payments.................................................. 6,676 6,978 6,642
Less commissions and profit received on reinsurance
business ceded......................................... (918) (1,001) (1,389)
Change in deferred acquisition costs...................... (205) (194) (270)
------ ------ ------
Deferred policy acquisition costs amortization.............. 5,553 5,783 4,983
Administrative expenses..................................... 3,907 4,101 4,482
------ ------ ------
Underwriting costs (net).................................... 9,460 9,884 9,465
Expenses for management of investments...................... 433 510 484
------ ------ ------
Total acquisition costs and administrative expenses......... 9,893 10,394 9,949
====== ====== ======
F-98
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
2003 2002 2001
------ ------ ------
E(MN) E(MN) E(MN)
LIFE/HEALTH*
Acquisition costs:
Payments.................................................. 3,900 3,975 3,341
Less commissions and profit received on reinsurance
business ceded......................................... (195) (179) (198)
Change in deferred acquisition costs...................... (1,768) (1,438) (620)
------ ------ ------
Deferred policy acquisition costs amortization.............. 1,937 2,358 2,523
Administrative expenses..................................... 1,305 1,358 1,269
------ ------ ------
Underwriting costs (net).................................... 3,242 3,716 3,792
Expenses for management of investments...................... 414 553 457
------ ------ ------
Total acquisition costs and administrative expenses......... 3,656 4,269 4,249
====== ====== ======
2003 2002 2001
----- ----- -----
E(MN) E(MN) E(MN)
BANKING*
Personnel expenses.......................................... 3,636 4,335 2,045
Operating expenses.......................................... 2,416 2,982 1,198
Fee and commission expenses................................. 461 245 162
----- ----- -----
Total acquisition costs and administrative expenses......... 6,513 7,562 3,405
===== ===== =====
ASSET MANAGEMENT*
Personnel expenses.......................................... 1,219 1,337 1,161
Operating expenses.......................................... 316 475 141
Fee and commission expenses................................. 520 465 478
----- ----- -----
Total acquisition costs and administrative expenses......... 2,055 2,277 1,780
===== ===== =====
---------------
* After eliminating intra-Allianz Group transactions between segments.
Acquisition costs and administrative expenses in insurance business include
the personnel and operating expenses of the insurance business allocated to the
functional areas acquisition of insurance policies, administration of insurance
policies and management of investments. Other personnel and operating expenses
are reported under insurance benefits (claims settlement expenses) and other
expenses.
All personnel and operating expenses in banking business are reported under
acquisition costs and administrative expenses.
F-99
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
(36) OTHER EXPENSES
2003 2002 2001
----- ----- -----
E(MN) E(MN) E(MN)
Overhead expenses........................................... 1,129 1,279 1,214
Integration expenses........................................ 942 261 548
Foreign currency transaction losses......................... 676 624 137
Expense of transferring or increasing miscellaneous or
accrued liabilities....................................... 671 648 168
Expenses for service activities............................. 577 525 971
Fees........................................................ 388 286 281
Expenses resulting from reinsurance business................ 348 541 562
Amortization and impairments of other intangible assets..... 261 308 413
Direct charge to policy reserve............................. 171 256 257
Amortization of capitalized loyalty bonuses to senior
management of PIMCO Group................................. 137 155 173
Fire protection tax......................................... 118 104 93
Interest on accumulated policyholder dividends.............. 108 110 108
Expenses for assistance to victims under joint and several
liability and road casualties............................. 97 117 127
Other....................................................... 1,897 884 1,105
----- ----- -----
Total.................................................. 7,520 6,098 6,157
===== ===== =====
(37) TAXES
The tax shown in the Allianz Group's consolidated income statement consists
of the taxes actually charged to individual Allianz Group enterprises and
changes in deferred tax assets and liabilities.
Deferred taxes are based on temporary differences between the carrying
amount of assets or liabilities in the balance sheet and their tax bases, and on
differences arising from uniform valuation and consolidation.
Consolidated Allianz Group income before income taxes and minority
interests is composed as follows:
2003 2002 2001
----- ------ ------
E(MN) E(MN) E(MN)
Germany..................................................... 990 (812) 3,013
Other countries............................................. 1,926 (747) (1,319)
----- ------ ------
Total..................................................... 2,916 (1,559) 1,694
===== ====== ======
Taxes expense for the years ended December 31, is composed as follows:
2003 2002 2001
------ ------ ------
E(MN) E(MN) E(MN)
Current taxes............................................... 1,510 844 617
Deferred taxes.............................................. (1,419) (1,725) (1,552)
------ ------ ------
Subtotal.................................................. 91 (881) (935)
------ ------ ------
Other taxes................................................. 55 74 74
------ ------ ------
Total.................................................. 146 (807) (861)
====== ====== ======
F-100
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
The 2003 current income tax expense included a charge of E531 million
(2002: benefit of E175 million) related to prior periods. Of the benefit in
2002, E57 million related to losses incurred during 2002 carried back to earlier
years.
Of the deferred tax income for the reporting year, E256 million (2002:
charge of E221 million) are attributable to the recognition of deferred taxes on
temporary differences. The change of applicable tax rates due to changes in tax
law produced deferred tax income of E26 million (2002. E16 million).
The tax rates used in the calculation of the Allianz Group deferred taxes
are the applicable national rates, which in 2003 and 2002 ranged from 12.5% to
45.5%. Changes to tax rates already adopted on December 31, 2003, are taken into
account. For reasons of commensurability and because of the Allianz Group's
current tax loss situation in Germany, the Allianz Group refrained from applying
the increased corporate tax rate of 26.5%, which was adopted as part of the
Flood Victim Solidarity Act and concerns the year 2003 only.
Tax deferrals are recognized if a future reversal of the difference is
expected. Deferred taxes on losses carried forward are recognized as an asset to
the extent sufficient future taxable profits are available for realization.
Safety margins are used where appropriate.
Due to a devaluation of deferred tax assets, a deferred tax charge of E347
million was recognized in 2002.
Due to the use of tax losses carried forward for which no deferred tax
asset was recognized, the current income tax charge diminished by E33 million
(2002: E31 million). The recognition of deferred tax assets on losses carried
forward from earlier periods, for which no deferred taxes had yet been
recognized or which had been devalued resulted in a deferred tax income of E443
million (2002: income of E55 million).
The non-recognition of deferred taxes on tax losses for the current fiscal
year increased tax charges by E254 (2002: E794 million). The above-mentioned
effects are shown in the reconciliation statement as "effects of tax losses".
Unused tax losses carried forward at December 31, 2003 of E17,633 million
(2002: E18,322 million) and deferred tax assets have been recognized to the
extent there is sufficient certainty that the unused tax losses will be
utilized. E11,301 million (2002: E10,376 million) of the tax losses carried
forward can be utilized without time limitation.
F-101
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
Losses carried forward are scheduled according to their expiry periods as
follows:
YEAR ENDING E(MN)
----------- ------
2004........................................................ 224
2005........................................................ 233
2006........................................................ 350
2007........................................................ 125
2008........................................................ 619
2009........................................................ 368
2010........................................................ 49
2011........................................................ 11
2012........................................................ 12
2013........................................................ 6
>10 years................................................... 4,335
Unrestricted................................................ 11,301
Total....................................................... 17,633
The recognized income tax charge for 2003 is E782 million (2002: E335
million and 2001: E1,250 million) less than the expected income tax charge. The
following table shows the reconciliation of the expected income tax charge of
the Group with the effectively recognized tax charge. The Allianz Group's
reconciliation is a summary of the individual company-related reconciliations,
which are based on the respective country-specific tax rates after consolidation
effects are taken into account.
2003 2002 2001
------ ------ ------
E(MN) E(MN) E(MN)
Expected income tax rate.................................... 31.1% 32.0% 18.6%
====== ====== ======
Expected income tax (credit)/charge......................... 906 (498) 315
- Municipal trade tax and similar taxes..................... (216) (138) (276)
- Tax exempt income......................................... (1,586) (1,407) (1,314)
+ Amortization of goodwill.................................. 437 285 211
+ Effects of tax losses..................................... (222) 801 63
+ Effects of German tax law changes......................... 767 -- --
+ Other tax settlements..................................... (5) 77 66
------ ------ ------
= Effective income tax (credit)/charge...................... 91 (881) (935)
------ ------ ------
Effective tax rate (benefit)................................ 3.1% (56.5%) (55.2%)
====== ====== ======
The tax rate for domestic Allianz Group companies applied in the
reconciliation includes corporate tax and the solidarity surcharge and amounts
to 27.96% (2002: 26.38%).
The low anticipated corporate income tax rate of 18.6% in 2001 primarily
results from the reduction of the income tax rate in Germany.
The effective tax rate is determined on the basis of the effective income
tax charge, on earnings from ordinary activities (before income tax and before
minority interests), net of other taxes.
F-102
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
The changes in German tax law passed in December 2003 have abolished the
tax-exempt status of dividends and gains from the sale of interests in
corporations for life and health insurance companies. In addition, the taxation
regarding investment funds has been changed, partly with retroactive effect.
Due to the "moratorium" introduced by the "bill on the reduction of tax
privileges", the dividend distribution proposed for fiscal 2003 will not lead to
a reduction of corporate taxes for 2004 (2003: reduction of E62 million).
Deferred tax assets and liabilities are comprised of the following balance
sheet headings:
2003 2002
------ ------
E(MN) E(MN)
Deferred tax assets:
Intangible assets......................................... 127 114
Investments............................................... 1,606 2,589
Trading assets............................................ 415 562
Deferred acquisition costs................................ 254 53
Tax losses carried forward................................ 5,753 4,910
Other assets.............................................. 1,462 896
Insurance reserves........................................ 2,866 2,226
Pensions and similar reserves............................. 373 364
Other liabilities......................................... 1,508 1,558
------ ------
Total deferred tax assets.............................. 14,364 13,272
====== ======
Deferred tax liabilities:
Intangible assets......................................... 638 268
Investments............................................... 3,601 3,840
Trading assets............................................ 1,210 1,826
Deferred acquisition costs................................ 2,375 1,798
Other assets.............................................. 811 738
Insurance reserves........................................ 2,547 1,610
Pensions and similar reserves............................. 28 12
Other liabilities......................................... 2,299 2,057
------ ------
Total deferred tax liability........................... 13,509 12,149
====== ======
Net deferred tax asset/(liability)..................... 855 1,123
====== ======
Deferred tax charge included in shareholders' equity in 2003 amounted to
E459 million (2002: income of E550 million).
Management of the Allianz Group believes that it is more likely than not
that the results of future operations will generate sufficient taxable income to
realize its deferred tax assets.
F-103
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
(38) SUPPLEMENTARY INFORMATION ON INSURANCE BUSINESS
INVESTMENTS*
PROPERTY-CASUALTY LIFE/HEALTH TOTAL
----------------- ----------------- -----------------
2003 2002 2003 2002 2003 2002
------- ------- ------- ------- ------- -------
E(MN) E(MN) E(MN) E(MN) E(MN) E(MN)
Real estate...........................
Used by third parties............... 3,388 3,694 6,016 6,394 9,404 10,088
Used by Allianz Group............... 1,868 1,953 1,042 1,102 2,910 3,055
------ ------ ------- ------- ------- -------
Total real estate..................... 5,256 5,647 7,058 7,496 12,314 13,143
Investments in affiliated enterprises,
joint ventures and associated
enterprises......................... 1,487 5,087 1,734 1,888 3,221 6,975
Loans................................. 2,520 2,289 18,780 16,373 21,300 18,662
Other securities
Held-to-maturity.................... 389 596 4,174 5,199 4,563 5,795
Available-for-sale.................. 69,641 64,711 185,693 177,269 255,334 241,980
Trading............................. 1,363 1,404 1,460 1,144 2,823 2,548
------ ------ ------- ------- ------- -------
Total other securities.............. 71,393 66,711 191,327 183,612 262,720 250,323
------ ------ ------- ------- ------- -------
Other investments..................... 10,578 7,111 2,078 3,576 12,656 10,687
------ ------ ------- ------- ------- -------
Total............................ 91,234 86,845 220,977 212,945 312,211 299,790
====== ====== ======= ======= ======= =======
INVESTMENT INCOME* (PROPERTY-CASUALTY AND LIFE/HEALTH)
PROPERTY-CASUALTY LIFE/HEALTH TOTAL
------------------------ ------------------------ ------------------------
2003 2002 2001 2003 2002 2001 2003 2002 2001
------ ------ ------ ------ ------ ------ ------ ------ ------
E(MN) E(MN) E(MN) E(MN) E(MN) E(MN) E(MN) E(MN) E(MN)
Income from investments
Current income.......... 3,805 4,755 5,278 10,924 10,862 10,516 14,729 15,617 15,794
Income from
revaluations.......... 779 1,137 1,329 1,554 618 614 2,333 1,755 1,943
Realized investment
gains................. 7,895 6,602 4,458 4,446 5,487 3,605 12,341 12,089 8,063
------ ------ ------ ------ ------ ------ ------ ------ ------
Subtotal.................. 12,479 12,494 11,065 16,924 16,967 14,735 29,403 29,461 25,800
------ ------ ------ ------ ------ ------ ------ ------ ------
Investment expenses
Amortization and
impairments on
investments........... 2,338 2,563 1,104 2,568 3,327 1,319 4,906 5,890 2,423
Realized investment
losses................ 3,362 1,887 2,193 4,641 6,595 4,909 8,003 8,482 7,102
Investment management,
interest charges and
other investment
expenses.............. 885 1,131 1,061 390 550 526 1,275 1,681 1,587
------ ------ ------ ------ ------ ------ ------ ------ ------
Subtotal.................. 6,585 5,581 4,358 7,599 10,472 6,754 14,184 16,053 11,112
------ ------ ------ ------ ------ ------ ------ ------ ------
Total................. 5,894 6,913 6,707 9,325 6,495 7,981 15,219 13,408 14,688
====== ====== ====== ====== ====== ====== ====== ====== ======
---------------
* Presentation of investments and investment income is made in conformity with
the European Union (EU) insurance accounting guideline and after eliminating
intra-Allianz Group transactions between segments.
F-104
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
(39) SUPPLEMENTARY INFORMATION ON BANKING BUSINESS*
LOANS AND ADVANCES TO BANKS
2003 2002
----------------------------- ----------------------------
OTHER OTHER
GERMANY COUNTRIES TOTAL GERMANY COUNTRIES TOTAL
------- --------- ------- ------- --------- ------
E(MN) E(MN) E(MN) E(MN) E(MN) E(MN)
Loans................................ 3,859 14,287 18,146 1,568 3,211 4,779
Other................................ 16,023 72,925 88,948 17,760 54,617 72,377
------ ------ ------- ------ ------ ------
Loans and advances to banks.......... 19,882 87,212 107,094 19,328 57,828 77,156
Less loan loss allowance............. 1 299 300 9 399 408
------ ------ ------- ------ ------ ------
Loans and advances to banks after
loan loss allowance................ 19,881 86,913 106,794 19,319 57,429 76,748
====== ====== ======= ====== ====== ======
LOANS AND ADVANCES TO CUSTOMERS
2003 2002
----------------------------- -----------------------------
OTHER OTHER
GERMANY COUNTRIES TOTAL GERMANY COUNTRIES TOTAL
------- --------- ------- ------- --------- -------
E(MN) E(MN) E(MN) E(MN) E(MN) E(MN)
Corporate customers................. 40,769 97,796 138,565 40,996 83,680 124,676
Public authorities.................. 190 2,663 2,853 666 2,233 2,899
Private customers................... 43,812 2,499 46,311 46,490 1,411 47,901
------ ------- ------- ------ ------ -------
Loans and advances to customers..... 84,771 102,958 187,729 88,152 87,325 175,477
Less loan loss allowance............ 4,264 1,161 5,425 5,353 1,205 6,558
------ ------- ------- ------ ------ -------
Loans and advances to customers
after loan loss allowance......... 80,507 101,797 182,304 82,799 86,120 168,919
====== ======= ======= ====== ====== =======
---------------
* After eliminating intra-Allianz Group transactions between segments
Loans and advances to banks and loans and advances to customers, net of
loan loss allowance, includes reverse repurchase agreements totaling E154,441
million (2002: E98,063 million). Liabilities to banks and liabilities to
customers includes repurchase agreement transactions amounting to E92,876
million (2002: E63,573 million).
The Allianz Group has entered into reverse repurchase agreement
transactions with related collateral fair value of E166,006 million and E106,141
million as of December 31, 2003 and 2002, respectively, which consists primarily
of government and corporate debt securities. In addition, the fair value of
collateral that has been sold or repledged on reverse repurchase agreements
transactions was E56,947 million and E14,693 million as of December 31, 2003 and
2002, respectively. If control over the securities remains with the pledgor,
these transactions are reported in loans and advances to banks or loans and
advances to customers. Interest income from reverse repurchase agreements is
accrued over the duration of the transaction.
Liabilities to banks and liabilities to customers also includes outstanding
repurchase agreements. A repurchase agreement involves the sale of securities,
subject to the simultaneous agreement to repurchase securities at a future date.
Securities owned and pledged as collateral under repurchase agreements had a
carrying value of E47,118 million and E81,905 million as of December 31, 2003
and 2002, respectively, and
F-105
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
primarily consisted of government and corporate debt securities. Interest
incurred on repurchase agreements is accrued over the duration of the
transaction.
The Allianz Group had deposits that have been reclassified as loan balances
of E5,829 million and deposits with related parties of E2,223 million at
December 31, 2003. The Allianz Group received no deposits on terms other than
those available in the normal course of banking operations.
INFORMATION ON LOANS AND ADVANCES TO CUSTOMERS
The table shown below provides a breakdown of loans and advances, gross of
loan loss allowance, to domestic and foreign corporate customers, private
customers and public authorities by economic sector.
2003 2002
------- -------
E(MN) E(MN)
Germany:
Manufacturing industry.................................... 8,539 10,347
Construction.............................................. 1,135 1,446
Wholesale and retail trade................................ 4,482 6,342
Financial institutions (excluding banks) and insurance
companies.............................................. 10,338 4,781
Service providers......................................... 13,839 14,809
Other..................................................... 2,436 3,308
------- -------
Corporate customers....................................... 40,769 41,033
Public authorities........................................ 190 665
Private individuals (including self-employed
professionals)......................................... 43,812 46,454
------- -------
Total.................................................. 84,771 88,152
======= =======
Other countries:
Industry, wholesale and retail trade and service
providers.............................................. 14,515 21,649
Financial institutions (excluding banks) and insurance
companies.............................................. 76,852 52,851
Other..................................................... 6,429 9,185
------- -------
Corporate customers....................................... 97,796 83,686
Public authorities........................................ 2,663 2,230
Private individuals....................................... 2,499 1,490
------- -------
Total.................................................. 102,958 87,325
------- -------
Grand total............................................ 187,729 175,477
======= =======
F-106
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
SUBORDINATED ASSETS
Assets are recorded as subordinated assets if, in the event of liquidation
or bankruptcy, the related claim cannot be realized before the claims of other
creditors are realized.
2003 2002
----- -----
E(MN) E(MN)
Loans and advances to banks................................. 10 79
Loans and advances to customers............................. 77 65
Trading assets:
Other debt issuers........................................ 92 39
Equities and other non-fixed-income securities............ 6 --
Investment securities:
Equities and other non-fixed-income securities............ 22 --
Other debt issuers........................................ 75 290
--- ---
Subordinated Assets......................................... 282 473
=== ===
VOLUME OF FOREIGN CURRENCY EXPOSURE FROM BANKING OPERATIONS
The amounts reported constitute aggregate Euro equivalents of a wide
variety of currencies outside the European Monetary Union (EMU). Any differences
between assets and liabilities are a result of differing valuation principles.
Loans and advances to banks, loans and advances to customers, liabilities to
banks and liabilities to customers are reported at amortized cost, while all
derivative transactions are accounted for at fair value.
TOTAL TOTAL
USD GBP OTHER 2003 2002
------ ------ ------ ------- -------
E(MN) E(MN) E(MN) E(MN) E(MN)
Balance sheet items:
Assets.................................. 78,732 54,128 25,636 158,496 163,861
Liabilities............................. 88,589 56,259 23,255 168,103 177,919
COLLATERAL PLEDGED FOR OWN LIABILITIES OF BANKING OPERATIONS
For the following liabilities and contingencies, assets having the
indicated below were pledged as collateral:
2003 2002
------- -------
E(MN) E(MN)
Liabilities to banks........................................ 108,925 84,081
Liabilities to customers.................................... 55,578 40,411
Contingent liabilities...................................... 7 70
Other commitments........................................... 431 8,863
------- -------
Total collateralized liabilities.......................... 164,941 133,425
======= =======
F-107
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
The following table presents the assets pledged as collateral for the above
liabilities and contingencies:
2003 2002
------- -------
E(MN) E(MN)
Loans and advances to banks................................. 37,943 24,648
Loans and advances to customers............................. 22,681 23,843
Trading assets.............................................. 104,123 65,430
Investment securities....................................... 187 19,483
Property and equipment...................................... 7 21
------- -------
Total value of collateral pledged......................... 164,941 133,425
======= =======
STRUCTURE OF RESIDUAL TERMS FOR BANKING OPERATIONS
The following presents loans and advances and liabilities in the Allianz
Group's banking operations according to their final maturity or call dates.
MATURITY AT DECEMBER 31, 2003
--------------------------------------------------------------
UP TO > 3 MONTHS - > 1 YEAR - MORE THAN
TOTAL 3 MONTHS 1 YEAR 5 YEARS 5 YEARS
------- -------- -------------- ------------ ---------
E(MN) E(MN) E(MN) E(MN) E(MN)
Assets:
Term loans and advances to
banks....................... 107,094 68,919 35,899 1,765 511
Loans and advances to
customers(1)................ 187,315 99,519 19,410 27,501 40,885
------- ------- ------ ------ ------
Total assets.................. 294,409 168,438 55,309 29,266 41,396
======= ======= ====== ====== ======
Liabilities:
Participation certificates and
subordinated liabilities.... 8,255 97 139 3,975 4,044
Term liabilities to
banks(2).................... 154,793 125,042 17,434 6,736 5,581
Liabilities to customers(2):
Savings deposits and
home-loan savings
deposits................. 5,474 1,421 184 2,567 1,302
Other terms liabilities to
customers................ 91,762 73,921 6,762 3,740 7,339
Certificated liabilities...... 51,299 17,858 10,024 19,421 3,996
------- ------- ------ ------ ------
Total liabilities............. 311,583 218,339 34,543 36,439 22,262
======= ======= ====== ====== ======
---------------
(1) Loans and advances to customers with a residual term of up to 3 months
include E7,706 million of undated claims. These claims include credit lines
available until further notice, overdraft facilities, called or overdue
loans, unauthorized overdrafts, call money and internal account balances.
(2) Excluding balances payable on demand.
F-108
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
TRUSTEE BUSINESS IN BANKING OPERATIONS
The following presents trustee business within the Allianz Group's banking
operations not recorded in the balance sheet:
2003 2002
----- -----
E(MN) E(MN)
Loans and advances to banks................................. 3,426 5,217
Loans and advances to customers............................. 2,319 4,247
Investment securities....................................... 828 7
Other....................................................... -- --
----- -----
Total assets*............................................... 6,573 9,471
===== =====
Liabilities to banks........................................ 997 955
Liabilities to customers.................................... 5,576 8,516
----- -----
Total liabilities........................................... 6,573 9,471
===== =====
---------------
* Including E5,101 million (2002: E8,847 million) of trustee loans.
OTHER BANKING INFORMATION
As of December 31, 2003, there were commitments to repurchase assets sold
under repurchase agreements with a net book value of E103,860 million (2002:
E61,068 million).
An amount of E134 million (2002: E287 million) eligible for refinancing
with the central bank is held in cash funds.
The aggregate amount of time certificates of deposit and other time
deposits in the amount of E100,000 or more issued by the Allianz Group's German
offices at December 31, 2003 was E92,876 million (2002: E67,573 million).
The aggregate amount of time deposits in the amount of E100,000 or more
issued by the Allianz Group's non-German offices at December 31, 2003 was
E57,904 million, including banks and customers (2002: E25,840 million).
(40) DERIVATIVE FINANCIAL INSTRUMENTS
USE, TREATMENT AND REPORTING OF DERIVATIVE FINANCIAL INSTRUMENTS
Derivatives derive their market values from one or more underlying assets
or specified reference values.
Examples of derivatives include contracts for future delivery in the form
of futures or forwards, options on shares or indices, interest rate options such
as caps and floors, and swaps relating to both interest rates and non-interest
rate markets. The latter include agreements to exchange previously defined
assets or payment series.
Derivatives used by individual enterprises in the Allianz Group comply with
the relevant supervisory regulations and the Allianz Group's own internal
guidelines. The Allianz Group's strict investment and monitoring rules exceed
regulations imposed by supervisory authorities. In addition to local management
supervision, comprehensive financial and risk management systems are in force
across the Allianz Group. Risk management is an integral part of the Allianz
Group's controlling process that includes identifying, measuring, aggregating
and managing risks. Risk management objectives are implemented at both the
Allianz
F-109
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
Group level and by the local operational units. The use of derivatives is one
key strategy used by the Allianz Group to manage its market and investment
risks. Further information on the risks hedged and the Allianz Group's risk
management systems is included in the Allianz Group Management Report under
"Risk Management".
Insurance companies in the Allianz Group use derivatives to manage the risk
exposures in their investment portfolios based on general thresholds and
targets. The most important purpose of these instruments is hedging against
adverse market movements for selected securities or for parts of a portfolio.
Specifically, the Allianz Group selectively uses derivative financial
instruments such as swaps, options and forwards to hedge against changes in
prices or interest rates in their investment portfolio.
Within the Allianz Group's banking business, derivatives are used both for
trading purposes and to hedge against movements in interest rates, currency
rates and other price risks of the Allianz Group's investments, loans, deposit
liabilities and other interest-sensitive assets and liabilities.
Market and counterparty risks arising from the use of derivative financial
instruments are subject to particularly strict control procedures. Credit risks
related to counterparties are assessed by calculating gross replacement values.
Market risks are monitored by means of up-to-date value-at-risk calculations and
stress tests and limited by specific stop-loss limits.
The counterparty settlement risk is virtually excluded in the case of
exchange-traded products, as these are standardized products. By contrast,
over-the-counter (OTC) products, which are individually traded contracts, carry
a theoretical credit risk amounting to the replacement value. The Allianz Group
therefore closely monitors the credit rating of counterparties for OTC
derivatives. In the derivatives portfolios of the Allianz Group's banking
operations 97% of the positive replacement values, which are essential for
assessing counterparty risk, involve counterparties with "investment grade"
ratings. To reduce the counterparty risk from trading activities, so-called
cross-product netting master agreements with the business partners are
established. In the case of a defaulting counterparty, netting makes it possible
to offset claims and liabilities not yet due.
The total notional principal amount and market value of all open derivative
positions of the Allianz Group was E3,978,678 million (2002: E3,272,703 million)
and E(1,520) million (2002: E1,159 million) at December 31, 2003, respectively.
The following tables show the distribution of derivative positions on the
Allianz Group's consolidated balance sheet date between its insurance business,
banking and asset management business.
The positive and negative market values of financial derivative instruments
are shown on a gross basis (i.e., taking into account existing netting
agreements).
F-110
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
PROPERTY-CASUALTY AND LIFE/HEALTH INSURANCE SEGMENTS
NOTIONAL AMOUNT MATURITY AT 2003 2002
DECEMBER 31, 2003 ------------------------------- ------------------
---------------------------- NOTIONAL POSITIVE NEGATIVE NOTIONAL NET
UP TO 1-5 OVER PRINCIPAL MARKET MARKET PRINCIPAL MARKET
1 YEAR YEARS 5 YEARS AMOUNTS VALUES VALUES AMOUNTS VALUES
------- ------- -------- --------- -------- -------- --------- ------
E(MN) E(MN) E(MN) E(MN) E(MN) E(MN) E(MN) E(MN)
Interest rate contracts:... 3,721 9,967 4,767 18,455 113 (139) 13,011 (39)
------ ------ ----- ------ ----- ------ ------ -----
OTC:
Forwards.............. -- -- -- -- -- -- 1,258 (4)
Swaps................. 191 2,994 1,134 4,319 96 (84) 3,293 11
Swaptions............. 3,530 106 -- 3,636 14 -- 136 11
Caps.................. -- 6,867 3,288 10,155 3 (50) 7,581 (62)
Options............... -- -- 325 325 -- (4) 383 (9)
Exchange traded:
Futures............... -- -- -- -- -- -- 340 3
Options............... -- -- 20 20 -- (1) 20 11
Equity index contracts..... 15,948 11,038 274 27,260 1,059 (1,432) 25,027 348
------ ------ ----- ------ ----- ------ ------ -----
OTC:
Forwards.............. 56 19 -- 75 14 (2) 2,581 1,081
Swaps................. 760 587 -- 1,347 -- (25) 1,352 (386)
Options............... 12,652 7,518 214 20,384 650 (1,366) 16,414 (453)
Warrants.............. -- -- 60 60 5 (1) -- --
Exchange traded:
Futures............... 299 -- -- 299 3 (7) 2,084 79
Options............... 1,192 2,911 -- 4,103 9 (31) 2,596 27
Forwards.............. 989 -- -- 989 375 -- -- --
Warrants.............. -- 3 -- 3 3 -- -- --
Foreign exchange
contracts:............... 1,729 1,278 93 3,100 179 (60) 5,227 220
------ ------ ----- ------ ----- ------ ------ -----
OTC:
Forwards.............. 1,712 -- -- 1,712 22 (52) 3,322 76
Swaps................. 17 1,278 93 1,388 157 (8) 1,787 143
Options............... -- -- -- -- -- -- 94 --
Exchange traded:
Futures............... -- -- -- -- -- -- 24 1
Credit contracts:.......... -- -- 48 48 10 (7) 79 (10)
------ ------ ----- ------ ----- ------ ------ -----
OTC:
Swaps................. -- -- 48 48 10 (7) 79 (10)
------ ------ ----- ------ ----- ------ ------ -----
Total............... 21,398 22,283 5,182 48,863 1,361 (1,638) 43,344 519
====== ====== ===== ====== ===== ====== ====== =====
The major exposures in equity contracts are in the form of options used for
hedging the Allianz Group's insurance portfolio against market fluctuations. In
managing interest rate risk, long-term interest income is primarily controlled
by the use of interest rate caps. In addition, exchange rate fluctuations are
hedged by
F-111
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
synthetically transforming financial assets and liabilities in foreign
currencies into Euro-denominated financial instruments through foreign exchange
deals and currency swaps.
BANKING AND ASSET MANAGEMENT SEGMENTS
NOTIONAL AMOUNT MATURITY AT 2003 2002
DECEMBER 31, 2003 ------------------------------- ------------------
--------------------------------- NOTIONAL POSITIVE NEGATIVE NOTIONAL NET
UP TO MORE THAN PRINCIPAL MARKET MARKET PRINCIPAL MARKET
1 YEAR 1-5 YEARS 5 YEARS AMOUNTS VALUES VALUES AMOUNTS VALUES
--------- --------- --------- --------- -------- -------- --------- ------
E(MN) E(MN) E(MN) E(MN) E(MN) E(MN) E(MN) E(MN)
Interest rate contracts:..... 1,515,201 901,471 571,487 2,988,159 38,826 (37,563) 2,509,613 1,706
--------- --------- ------- --------- ------ ------- --------- ------
OTC:
Forwards................. 90,570 9,224 -- 99,794 35 (30) 107,487 (11)
Swaps.................... 1,277,414 795,547 509,556 2,582,517 37,403 (35,519) 2,105,324 2,409
Swaptions................ 202 18,291 45,091 63,584 597 (1,472) 59,987 (1,009)
Caps..................... 13,896 34,173 8,626 56,695 267 (120) 56,073 191
Floors................... 10,708 16,899 6,441 34,048 479 (376) 36,427 105
Options.................. 56 313 1,396 1,765 17 (2) 249 17
Other.................... 20 69 377 466 6 (28) -- --
Exchange traded:
Futures.................. 86,958 22,599 -- 109,557 8 (7) 133,509 2
Options.................. 35,377 4,346 -- 39,723 14 (9) 10,557 2
Swaps.................... -- 10 -- 10 -- -- -- --
Equity/Index contracts....... 86,963 101,705 10,059 198,727 5,873 (6,711) 128,598 343
--------- --------- ------- --------- ------ ------- --------- ------
OTC:
Swaps.................... 3,341 6,069 762 10,172 617 (564) 3,980 94
Options.................. 36,219 83,435 8,379 128,033 3,731 (4,421) 74,169 187
Warrants................. -- -- 20 20 2 -- -- --
Other.................... 88 19 -- 107 5 (11) 32 (8)
Exchange traded:
Futures.................. 9,504 2 20 9,526 1 (38) 7,363 (6)
Options.................. 37,811 12,180 878 50,869 1,517 (1,677) 43,054 76
Foreign exchange
contracts:................. 341,885 258,302 50,690 650,877 13,185 (14,459) 517,099 (1,528)
--------- --------- ------- --------- ------ ------- --------- ------
OTC:
Forwards................. 232,927 57,447 1,144 291,518 6,237 (8,393) 351,204 (1,461)
Swaps.................... 47,083 167,241 43,654 257,978 5,578 (4,025) 78,710 215
Options.................. 60,741 33,533 5,892 100,166 1,351 (2,032) 84,123 (305)
Other.................... -- -- -- -- -- -- -- --
Exchange traded:
Futures.................. 1,134 81 -- 1,215 13 (9) 3,062 23
Options.................. -- -- -- -- -- -- -- --
Forwards................. -- -- -- -- 6 -- -- --
Credit contracts............. 11,735 65,550 7,213 84,498 1,322 (1,794) 65,923 (34)
--------- --------- ------- --------- ------ ------- --------- ------
OTC:
Credit default swaps..... 9,204 64,560 6,642 80,406 979 (981) 56,760 150
Total return swaps....... 2,531 990 571 4,092 343 (813) 9,163 (184)
Other contracts.............. 2,161 3,403 1,991 7,555 548 (470) 8,126 153
--------- --------- ------- --------- ------ ------- --------- ------
F-112
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
NOTIONAL AMOUNT MATURITY AT 2003 2002
DECEMBER 31, 2003 ------------------------------- ------------------
--------------------------------- NOTIONAL POSITIVE NEGATIVE NOTIONAL NET
UP TO MORE THAN PRINCIPAL MARKET MARKET PRINCIPAL MARKET
1 YEAR 1-5 YEARS 5 YEARS AMOUNTS VALUES VALUES AMOUNTS VALUES
--------- --------- --------- --------- -------- -------- --------- ------
E(MN) E(MN) E(MN) E(MN) E(MN) E(MN) E(MN) E(MN)
OTC:
Precious metals.......... 1,921 2,685 1,746 6,352 417 (344) 7,841 153
Other.................... 169 718 245 1,132 131 (122) 241 --
Exchange traded:
Futures.................. 6 -- -- 6 -- -- -- --
Options.................. 65 -- -- 65 -- (4) 44 --
--------- --------- ------- --------- ------ ------- --------- ------
Total............... 1,957,945 1,330,431 641,440 3,929,816 59,754 (60,997) 3,229,359 640
========= ========= ======= ========= ====== ======= ========= ======
The primary derivative financial instruments used include interest rate
derivatives, in particular interest rate swaps which are primarily entered into
during the course of trading activities.
The Allianz Group principally uses fair value hedging. Insurance companies
mainly use interest rate swaps, and forward sale agreements. Important hedging
instruments used by banking entities are interest rate swaps and forwards and
currency swaps and forwards. Hedging instruments may be implemented for
individual transactions (micro hedge) or for a portfolio of similar assets or
liabilities (portfolio hedge).
The interest rate swaps used by banking entities in fair value hedges of
the interest rate risk of certificated and subordinated liabilities had a total
net fair value as of December 31, 2003 of E453 million. Thereof, interest rate
swaps with a positive fair value of E499 million are recorded in the Allianz
Group's consolidated balance sheet in other assets, and interest rate swaps with
a negative fair value of E46 million are recorded in other liabilities. During
2003, the fair value of the interest rate swaps decreased by E140 million,
whereas the certificated and subordinated liabilities hedged increased in fair
value by E159 million, resulting in a net ineffectiveness of the hedge of E19
million that is recognized in the Allianz Group's consolidated income statement
as interest and similar income. For detailed information about certificated and
subordinated liabilities, see Note 13 and Note 15, respectively.
The derivative financial instruments used for all fair value hedges of the
Allianz Group had a total fair value at December 31, 2003 of E55 million (2002:
E33 million). Ineffectiveness in fair value hedge transactions led to a gross
realized gain of E1 million (2002: gross realized loss of E10 million) and was
classified consistently with the respective hedged item; E2 million (2002: E0.4
million) was excluded from the assessment of hedge effectiveness.
In 2003, cash flow hedges were used to hedge variable cash flows exposed to
interest rate fluctuations. As of December, 31,2003 the interest rate swaps
utilized had a fair value of E5 million; other reserves in shareholders' equity
decreased by E41 million. Ineffectiveness of the cash flow hedges led to gross
realized losses of E4 million in 2003. The Allianz Group had no derivative
financial instruments for which cash flow hedge accounting was applied as of
December 31, 2002. However, there were two cash flow hedge transactions that
occurred during 2002, consisting of a cross-currency swap used to hedge the
foreign currency and interest rate risk of a foreign-denominated variable rate
bond and a forward purchase agreement on equity shares, which had an
insignificant impact on net income. Derivative financial instruments used in
cash flow hedges had a fair value at December 31, 2001 totaling E388 million
with a corresponding amount included in other reserves within shareholders'
equity. The derivative financial instruments for cash flow hedges existing at
December 31, 2001 expired in 2002, resulting in a gross realized gain of E388
million from the reclassification of other reserves in shareholders' equity to
the income statement.
F-113
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
As of December 31, 2002, foreign exchange hedging transactions in the form
of foreign currency forwards with a total fair value of E107 million were
outstanding with respect to hedges of currency risks related to a net investment
in a foreign entity. This hedging strategy was terminated in the second quarter
of 2003. Other reserves in shareholders' equity increased by E78 million in 2003
(2002: E164 million) resulting from foreign exchange hedging activity prior to
the termination of the hedge. Total unrealized gains of E181 million related to
this hedging strategy remain in other reserves.
DERIVATIVE FINANCIAL INSTRUMENTS INDEXED TO ALLIANZ AG'S STOCK
The Allianz Group enters into various types of option contracts indexed to
Allianz AG shares with third-parties, both as a hedge of Allianz Group's future
obligations under its Stock Appreciation Right incentive plans (SARs) and in
connection with various banking products offered by the Dresdner Bank Group.
The following table summarizes these option positions:
MATURITY AT DECEMBER 31, 2003 SETTLEMENT
TOTAL ------------------------------- ---------------------------- WEIGHTED-
ALLIANZ AG UP TO 1-5 MORE THAN OF WHICH OF WHICH FAIR AVERAGE
SHARES 1 YEAR YEARS 5 YEARS CASH SETTLED SHARE SETTLED VALUE STRIKE PRICE
---------- ------- --------- --------- ------------ ------------- ----- ------------
E(MN) E(MN) E(MN) E(MN)
Short
calls/warrants..... 6,600,342 813,083 5,787,259 -- 6,549,842 50,500 (32) 163
Long
calls/warrants..... 8,942,246 952,150 7,240,096 750,000 8,889,635 52,611 74 181
thereof hedges
SARs............. 2,463,795 300,380 1,413,415 750,000 2,463,795 -- 45 211
Short
puts/warrants...... 867,747 795,047 72,700 -- 646,717 221,030 (3) 64
Long puts/warrants... 1,004,880 837,530 167,350 -- 698,975 305,905 21 93
The above contracts are all accounted for as trading assets and
liabilities, respectively, and are thus carried at fair value with changes in
fair value recorded in earnings.
(41) FAIR VALUE
The fair value of a financial instrument is defined as the amount for which
a financial instrument could be exchanged between two willing parties in the
ordinary course of business. If market prices are not available, the fair value
is based on estimates using the present value of future cash flows method or
another appropriate valuation method. These methods are significantly influenced
by the assumptions made, including the discount rate applied and the estimates
of future cash flows. Specific financial instruments are discussed below.
The Allianz Group uses the following methods and assumptions to determine
fair values:
Cash and cash equivalents: The carrying amount corresponds to the fair
value due to its short-term nature.
Investments (including trading assets and liabilities): The fair value of
fixed-term securities is based on market prices, provided these are available.
If fixed-term securities are not actively traded, their fair value is determined
on the basis of valuations by independent data suppliers. The fair value of
equities is based on their stock-market prices. The carrying amount and the fair
value for fixed-term securities and equities do not include the fair value of
derivative contracts used to hedge the related fixed-term securities and
equities.
The fair value of derivatives is derived from the value of the underlying
assets and other market parameters. Exchange-traded derivative financial
instruments are valued using the fair-value method and based on publicly quoted
market prices. Valuation models established in financial markets (such as
present value models or option pricing models) are used to value OTC-traded
derivatives. In addition to interest rate curves
F-114
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
and volatilities, these models also take into account market and counterparty
risks. Fair value represents the capital required to settle in full all the
future rights and obligations arising from the financial contract.
Loans and advances to banks and customers: The fair value of loans is
calculated using the discounted cash flow method. This method uses the effective
yield of similar debt instruments. Where there is doubt regarding the repayment
of the loan, the anticipated cash flows are discounted using a reasonable
discount rate and include a charge for an element of uncertainty in cash flows.
Investments held on account and at risk of life insurance policyholders
(separate account assets) and insurance reserves for life insurance where the
investment risk is carried by policyholders (separate account liabilities): The
fair values of separate accounts assets were determined using the market value
of the underlying investments. Fair values of separate accounts liabilities were
determined using cash surrender values of the policyholder's and
contractholder's account.
Investment contracts with policyholders: Fair values for life insurance
investment and annuity contracts were determined using the cash surrender values
of the policyholders' and contract holders' accounts.
Certificated liabilities: The fair value of bonds and loans payable is
estimated using discounted cash flow analyses, using interest rates currently
offered for similar loans and other borrowings.
The following table presents the carrying amount and estimated fair value
of the Allianz Group's financial instruments as of December 31:
2003 2002
------------------ ------------------
CARRYING FAIR CARRYING FAIR
AMOUNT VALUE AMOUNT VALUE
-------- ------- -------- -------
E(MN) E(MN) E(MN) E(MN)
Financial assets:
Cash and cash equivalents.................... 25,528 25,528 21,008 21,008
Investments.................................. 282,554 282,703 272,530 272,758
Loans and advances to banks and customers.... 320,770 321,219 274,906 276,263
Trading assets............................... 146,154 146,154 124,842 124,842
Separate account assets...................... 32,460 32,460 25,657 25,657
Financial liabilities:
Investment contracts with policyholders...... 55,148 54,384 52,527 49,762
Separate account liabilities................. 32,460 32,200 25,687 24,943
Liabilities to banks and customers........... 333,044 332,939 284,598 284,659
Certificated liabilities..................... 63,338 64,572 78,750 79,980
Trading liabilities.......................... 84,835 84,835 53,520 53,520
The tax ramifications of the related unrealized gains and losses can have a
significant effect on the fair value estimates. Such items have not been
considered in the fair value estimates.
Certain assets and liabilities are specifically excluded from the
disclosure requirements of financial instruments. Accordingly, the aggregate
fair value amounts presented do not represent the underlying value of the
Allianz Group.
(42) RELATED PARTY TRANSACTIONS
Allianz Group companies maintain various types of business relations
(particularly in the area of insurance, banking and asset management) to related
enterprises. Those relations are based on ordinary
F-115
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
market terms. In particular, the business relations with associated companies,
which are active in the insurance business, take on various forms and may also
include special service, computing, reinsurance, cost-sharing and asset
management agreements, whose terms are deemed appropriate by management. Similar
relationships may exist with pension funds, foundations, joint ventures and
companies, which provide services to Allianz Group companies.
The following relates to material business relationships with associated
enterprises and enterprises in which the Allianz Group holds or held an
ownership interest of between 10% and 20%, or to enterprises which held such an
ownership interest in Allianz AG and transactions with associated natural
persons which require disclosure.
These business relationships are stated as of December 31, 2003 unless
otherwise indicated.
MUNCHENER RUCKVERSICHERUNGS-GESELLSCHAFT AG IN MUNICH (MUNICH RE)
At the beginning of fiscal year 2003 the ownership interest of Allianz
Group in Munich Re's share capital was above 20%. The ownership interest was
reduced in the course of the first quarter 2003 to below 20%. As a result,
Munich Re was as of that time no longer an associated company of the Allianz
Group. During the course of fiscal 2003 Allianz Group further reduced its
ownership interest in Munch Re and as of December 31, 2003 held only
approximately 12.4% of Munich Re's share capital. On March 2, 2004 a further
reduction of ownership interest occurred as a result of the exchange of the
MILES-bond in Munich Re shares so that Allianz Group's ownership interest in
Munich Re's share capital was reduced to 9.4%. Pursuant to German insurance
group solvency rules, Allianz's interest in Munich Re is no longer considered as
a participation.
Munich Re has also reduced its ownership interest in Allianz AG during 2003
and as of December 31, 2003 Munich Re held 12.2% of Allianz AG's share capital.
Taking into account the treasury shares held by Allianz Group as of this date
this corresponds to an ownership percentage of 12.8%.
The relationship between Allianz AG and Munich Re was set forth in the
so-called Principles of Cooperation of May 2000. After several transactions
during 2001 and 2002, including the reduction of mutual participation in each
other and the mutual participations in other insurance companies, this contract
became irrelevant and was formally canceled with effect from December 31, 2003.
Also mutual board interlocks had been terminated. Certain reinsurance
relationships between both enterprises will continue. Furthermore, a continuing
quota share agreement provides that Munich Re shall provide reinsurance for
10.5% of the gross self-retention of the insurance business of the companies of
Allianz's German Property-Casualty Group via Allianz AG. According to an
agreement dated December 2001 the mutually ceded reinsurance volume is to be
adjusted on a step-by-step basis by 2008. The reinsurance relationship between
Munich Re and Allianz Leben will also continue on the basis of the old
agreements until 2010.
In addition, a variety of reinsurance and retrocession agreements exists
between specific subsidiaries of the Allianz Group and Munich Re which
determine, which insurance business the Munich Re Group or the Allianz Group
will receive. The conditions of those reinsurance arrangements between the
Groups are subject to arms-length, third party terms.
The Allianz Group written premiums that were ceded to or assumed from
companies of the Munich Re Group are shown in the following table:
2003 2002 2001
----- ----- -----
E(MN) E(MN) E(MN)
Ceded premiums.............................................. 2,250 2,300 2,400
Assumed premiums............................................ 650 600 850
F-116
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
Of the Allianz Group's total third-party reinsurance premiums ceded,
approximately 33.9%, 31.3% and 30.6% were ceded to the Munich Re Group in 2003,
2002 and 2001, respectively. These amounts represented approximately 3.7%, 3.8%
and 4.1% of the Allianz Group's gross premiums written in 2003, 2002 and 2001,
respectively. During 2001, Munich Re, as principal reinsurer of Allianz AG,
assumed substantial claims received by companies of the Allianz Group arising
from the terrorist attack of September 11, 2001 in accordance with the foregoing
contractual agreements. As of December 31, 2003, E8,990 million (2002: E8,900
million) of the E25,061 (2002: E28,420 million) ceded to reinsurers from
insurance reserves were due from Munich Re.
TERROR RISK INSURANCE COMPANIES
In the aftermath of the terrorist attack of September 11, 2001, terror risk
insurance companies were founded in Germany and Luxembourg to address the
existing shortage of direct insurance and reinsurance coverage for major risks
in the international markets. The shareholders of these companies are a number
of direct insurers and reinsurers, including companies of the Allianz Group. At
December 31, 2003, Allianz Versicherungs-AG held a 16% interest in Deutsche
EXTREMUS Versicherungs-AG (EXTREMUS). EXTREMUS was registered on October 22,
2002, and had equity capital of E57 million. At December 31, 2002, Munich Re
held a 16% interest in EXTREMUS. On the basis of the E10 billion state guarantee
granted by the Federal Republic of Germany, EXTREMUS is able to provide excess
coverage of up to E13 billion for terror risks encountered in Germany. At
December 31, 2003, Allianz AG also held an 18.2% interest in Special Risk
Insurance and Reinsurance Luxembourg S.A. (SRIR). SRIR was registered on April
4, 2002, and has an equity capital of E289 million at December 31, 2003.
LOANS TO MEMBERS OF THE BOARD OF MANAGEMENT AND THE SUPERVISORY BOARD
In the normal course of business, and subject to applicable legal
restrictions, members of the Board of Management and the Supervisory Board may
be granted loans by Dresdner Bank AG and other Allianz Group companies. Such
loans are subject to the usual conditions in the industry. No additional loans
were granted in 2003 and 2002. On December 31, 2003, loans to board members
granted in previous years by subsidiaries of Allianz AG amounted to E0.086
million (2002: E0.5 million).
PUBLICATION AND NOTIFICATION OF SECURITIES' TRANSACTIONS AS REQUIRED BY SEC. 15
A WPHG -- SECURITIES TRADING LAW (INDICATIONS ACCORDING TO SECTION 6.6 OF THE
GERMAN CORPORATE GOVERNANCE CODE)
Transactions in Allianz securities for which publication is required by
sec. 15 a WpHG were notified during fiscal 2003 by 2 members of the Supervisory
Board of Allianz AG. The members concerned were Mr. Jurgen Dormann who acquired
1,000 shares of the company for a price of E49.40 per share on March 31, 2003,
and Dr. Wulf Bernotat, who sold 600 Eurex calls on shares of the company for a
base price of E65 per unit on July 18, 2003.
(43) CONTINGENT LIABILITIES AND OTHER FINANCIAL
LEGAL PROCEEDINGS COMMITMENTS
GENERAL
Allianz Group companies are involved in legal, regulatory and arbitration
proceedings in Germany and a number of foreign jurisdictions, including the
United States, involving claims by and against them, which arise in the ordinary
course of their businesses, including in connection with their activities as
insurance, banking and asset management companies, employers, investors and
taxpayers. It is not feasible to predict or determine the ultimate outcome of
the pending or threatened proceedings. Management does not believe that
F-117
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
the outcome of these proceedings, including those discussed below, will have a
material adverse effects on the financial position or results of operations of
Allianz Group, after consideration of any applicable reserves.
LITIGATION
In May 2001, a consolidated class action complaint seeking class action
status, In re Deutsche Telekom Securities Litigation, was brought against
Dresdner Bank AG and other defendants in the United States District Court for
the Southern District of New York by purported purchasers of Deutsche Telekom
American Depositary Shares (ADSs). The securities were issued pursuant to a
registration statement filed with the SEC on May 22, 2000 and pursuant to a
prospectus dated June 17, 2000. Dresdner Bank AG, which was one of the
underwriting syndicate's joint global coordinators, was one of the named
defendants. The complaint alleges that the offering prospectus contained
material misrepresentations and/or omissions relating to Deutsche Telekom. In
October 2002, the court granted the plaintiffs' motion for class certification.
The action seeks rescission of the sales and damages in an as yet unspecified
amount. Management of Dresdner Bank AG believes the complaint against Dresdner
Bank AG is without merit.
In July 2002, the German Federal Cartel Office (Bundeskartellamt) commenced
an investigation against several property-casualty insurance companies in
Germany, in connection with alleged coordinated behavior to achieve premium
increases for the commercial and industrial property and liability insurance
business and submitted written charges to several insurance companies, among
them Allianz Versicherungs-AG, on July 19, 2003. Allianz Versicherungs-AG
commented in writing on the charge. A decision of the German Federal Cartel
Office is still outstanding.
In December 2001 the European Commission commenced an investigation
involving several insurance companies operating in London, including a
subsidiary of Allianz AG, in connection with alleged anticompetitive behavior
related to aviation war risk insurance in the London market. It is currently not
possible to predict the outcome of this proceeding.
On November 5, 2001, a lawsuit, Silverstein v. Swiss Re International
Business Insurance Company Ltd., was filed in the United States District Court
for the Southern District of New York against certain insurers and reinsurers,
including a subsidiary of Allianz AG which is now named Allianz Global Risks
U.S. Insurance Company. The complaint seeks a determination that the terrorist
attack of September 11, 2001 on the World Trade Center constituted two separate
occurrences under the alleged terms of various coverages. Allianz Global Risks
U.S. Insurance Company has also filed suit against Silverstein on January 2,
2002, in connection with the coverage issues arising from the September 11, 2001
attack on the World Trade Center. This suit and other related suits have been
consolidated for discovery and other purposes. On January 30, 2003, the court
rejected a motion for assessment by Allianz Global Risks U.S. Insurance Company
and referred this issue to the jury. In June 2004, Allianz Global Risks U.S.
Insurance Company filed again a motion for a summary judgment. Based on the
policy wording of the respective insurance contract, management believes that
Silverstein's claims will not succeed as far as they are based on the theory of
two occurrences. In connection with the terrorist attack of September 11, 2001
Allianz Group recorded net claims expense of approximately E1.5 billion in 2001
for the Allianz Group on the basis of one occurrence. In the event that
liability is premised under a two occurrence theory, Allianz AG estimates that
the Allianz Group may have an additional net exposure of approximately E80
million.
On December 19, 2002, the insolvency administrator of KirchMedia GmbH & Co.
KGaA (KirchMedia) made a formal demand on Dresdner Bank AG to compensate the
insolvency assets (Insolvenzmasse) of KirchMedia for the loss of a 25%
shareholding in the Spanish television group Telecinco. This shareholding had
been pledged by subsidiaries of KirchMedia to Dresdner Bank AG as collateral for
a loan of E500 million from Dresdner Bank to KirchMedia's holding company,
TaurusHolding GmbH & Co. KG (or TaurusHolding). Following TaurusHolding's
default on the loan in April 2002 and insolvency in June 2002,
F-118
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
Dresdner Bank AG enforced its security interest and acquired through a
subsidiary the Telecinco shareholding in a forced auction sale. The insolvency
administrator contends that the pledge was created under circumstances that
cause it to be invalid or void and may initiate legal action against Dresdner
Bank AG. The management of Dresdner Bank AG believes that there is no valid
basis for the insolvency administrator's demand. At the end of June 2004, the
25% shareholding in Telecinco was placed within Telecinco's initial public
offering.
On May 24, 2002, pursuant to a statutory squeeze-out procedure, the general
meeting of Dresdner Bank AG resolved to transfer shares from its minority
shareholders to Allianz AG as principal shareholder in return for payment of a
cash settlement amounting to E51.50 per share. The amount of the cash settlement
was established by Allianz AG on the basis of an expert opinion, and its
adequacy was confirmed by a court-appointed auditor. Some of the former minority
shareholders applied for a court review of the appropriate amount of the cash
settlement in a mediation procedure (Spruchverfahren), which is pending with the
district court (Landgericht) of Frankfurt. Management believes, that a claim to
increase the cash settlement does not exist. In the event that the court were to
determine a higher amount as an appropriate cash settlement, this would affect
all approximately 16 million shares which were transferred to Allianz AG.
On May 6, 2004, the U.S. Securities and Exchange Commission (SEC) filed
civil fraud charges in U.S. federal court against PEA Capital LLC, PA Fund
Management LLC, PA Distributors LLC, all subsidiaries of Allianz Dresdner Asset
Management of America L.P. (ADAM of America), and certain officers concerning
alleged tolerance of market timing. Market timing is the repeated buying and
selling of fund shares to benefit from market movements and as such is generally
not illegal, unless it violates the limitations set out in the respective fund
prospectuses. The suit alleges violations of the U.S. anti-fraud rules and seeks
injunctive and monetary relief. Negotiations with the SEC continue and in that
connection certain ADAM of America subsidiaries have responded to an inquiry
from the SEC concerning the status of the New Jersey consent order (described
below) under a law that bars from the investment advisory business any entities
(and affiliates) that are enjoined from securities law violations. Certain ADAM
of America subsidiaries have entered into the above mentioned consent order with
the Attorney General of the State of New Jersey settling a similar suit brought
in New Jersey state court. Pacific Investment Management Company LLC was
dismissed from that proceeding and so was not a party to that order. Since
February 2004, ADAM of America and many of its U.S. subsidiaries have also been
named as defendants in multiple civil U.S. lawsuits commenced as putative class
actions. Some of these lawsuits relate generally to the same facts that are the
subject of the regulatory proceedings discussed above and some relate to the
utilization of fund portfolio securities commissions for distribution of fund
shares. The outcome of these proceedings cannot be predicted at this stage.
COMMITMENTS, GUARANTEES AND OTHER CONTINGENCIES
Commitments
The Allianz Group engages in various lending and underwriting related
commitments to meet the financing needs of its customers.
F-119
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
The following table represents the amounts at risk should customers draw
fully on all facilities and then default, excluding the effect of any
collateral. Since the majority of these commitments may expire without being
drawn upon, the amounts shown may not be representative of actual liquidity
requirements for such commitments:
2003 2002
------ ------
E(MN) E(MN)
Underwriting commitments.................................... -- 7
Irrevocable loan commitments................................
Advances.................................................. 25,595 31,321
Stand-by facilities....................................... 7,909 11,567
Guarantee credits......................................... 2,817 2,942
Discount credits.......................................... 40 75
Mortgage loans/public-sector loans........................ 229 307
------ ------
Total other commitments..................................... 36,590 46,219
====== ======
Other principal commitments the Allianz Group has entered into include the
following:
On December 31, 2003, commitments to pay-up shares, bonds and other capital
interests totaled E76 million (2002: E85 million); secondary liabilities under
sec.24 of the German Limited Liability Companies Act (GmbH-Gesetz) were E16
million (2002: E16 million), and obligations arising from hire, rental and
leasing agreements existed in an aggregate amount of E2,845 million (2002 E2,920
million).
For Allianz of America Inc., Wilmington, Allianz AG posted a surety
declaration for obligations in connection with the acquisition of PIMCO Advisers
L.P. (PIMCO). The Allianz Group had originally acquired a 69.5% interest in
PIMCO, whereby minority interestholders had the option of putting their share to
Allianz of America, Inc. On December 31, 2003, the remaining interest of Pacific
Life (the minority interest holder) in PIMCO was 15.0%, and a corresponding
commitment to Pacific Life amounted to USD 1,009 million on December 31, 2003.
In December 2002, Protektor Lebensversicherungs-AG (Protektor) was founded.
Protektor is a life insurance company whose role is to protect policyholders of
all German life insurers. Protektor intervenes in cases where other attempts to
prevent insolvency of a German life insurer have failed. In such cases,
Protektor takes over the contract portfolios of the respective company, managing
and consolidating them with the goal of subsequently selling these portfolios.
All German life insurance companies are obliged to be shareholders of Protektor
and thus to finance its capital. This obligation is limited to one percent of
the shareholders' own capital investments as of December 31, 2001. In addition,
no shareholder of Protektor may hold more than 10 percent of the capital of
Protektor. Therefore, the obligation to finance Protektor is limited for each
shareholder to a maximum of ten percent of E5,230 million. The latter amount
will be subject to review in 2007. Therefore, Allianz Lebensversicherungs-AG's
maximum obligation to Protektor is E523 million in the aggregate. During 2003,
Protektor intervened in one case in which Allianz Lebensversicherungs-AG was
required to contribute E24 million. Consequently, Allianz Lebensversicherungs-
AG's outstanding commitment to Protektor was E499 million at December 31, 2003.
Currently, a reform of the German Insurance Supervision Act
(Versicherungsaufsichtsgesetz) is under discussion to implement a mandatory
insurance guarantee scheme (Sicherungsfonds). The outcome of this legislative
initiative and its impact on Protektor is currently unclear.
Various Allianz Group companies have made commitments to invest in private
equity funds totaling E750 million as of December 31, 2003.
F-120
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
The Allianz Group occupies leased space in many locations under various
long-term operating leases and has entered into various operating leases
covering the long-term use of data processing equipment and other office items.
Rental expense for 2003 was E296 million (2002: E185 million and 2001: E180
million).
As of December 31, 2003, the future minimum lease payments under
non-cancelable operating leases were as follows:
E(MN)
-----
2004........................................................ 270
2005........................................................ 224
2006........................................................ 194
2007........................................................ 164
Thereafter.................................................. 1,209
-----
Total..................................................... 2,061
Less: Subleases............................................. 39
-----
Total, net............................................. 2,022
=====
In the context of the "Silver Tower" asset-backed program of the Dresdner
Bank Group, in which third-party receivables and receivables of the Dresdner
Bank Group are securitized, and which is refinanced by commercial paper,
Dresdner Bank Group has granted short-term credit lines in the amount of E9.4
billion in the event that a refinancing through commercial paper is not
possible. As of December 31, 2003, E1.3 billion of such credit lines had been
used for refinancing instead of the placement of commercial paper. The risk
exists that the Dresdner Bank Group would be required to use its own credit
lines by up to further E8.1 billion, which would accordingly raise its
regulatory risk-weighted assets.
Guarantees
The following table represents the maximum contractual monetary amounts of
the guarantee contracts of the Allianz Group as of December 31, 2003:
GUARANTEE INSTRUMENTS(1) 2003(1) 2002
------------------------ ------- ------
(E IN MILLIONS)
Credit guarantees........................................... 1,476 1,878
Other guarantees and warranties(2).......................... 16,223 16,234
Letters of credit........................................... 1,583 2,092
Of which:
Letters of credit opened.................................. (919) (1,107)
Letters of credit confirmed............................... (664) (985)
Liability on collateral pledged for third-party
liabilities............................................... 8 --
Other....................................................... 63 386
------ ------
19,353 20,590
====== ======
---------------
(1) The table above does not include market value guarantees, indemnification
contracts, and credit derivatives of E2,971 million, E478 million, and
E42,680 million, respectively, as of December 31, 2003, which are discussed
separately below.
(2) Other guarantees and warranties for 2003 is presented exclusive of
provisions for contingent liabilities of E269 million which is included in
other accrued liabilities.
F-121
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
The majority of the Allianz Group's credit guarantees, other guarantees and
warranties, and letters of credit are issued to customers through the normal
course of the Allianz Group's banking operations in return for fee and
commission income, which is generally determined based on rates subject to the
nominal amount of the guarantees and inherent credit risks. Once a guarantee has
been drawn upon, any amount paid by the Allianz Group to third-parties is
treated as a loan to the customer, and is, therefore, principally subject to
collateral pledged by the customer as specified in the agreement.
In addition to those stated in the table above, there exist guarantees of
the Allianz Group's credit insurance companies with a volume of E9,582 million
as of December 31, 2003 (2002: 9,621 million).
Other principal guarantees that the Allianz Group has entered into as of
December 31, 2003 include:
Market value guarantees
Market value guarantees represent assurances given to customers of certain
mutual funds and fund management agreements, under which initial investment
values and/or minimum market performance of such investments are guaranteed at
levels as defined under the relevant agreements. The obligation to perform under
a market value guarantee is triggered when the market value of such investments
do not meet the guaranteed targets at pre-defined dates.
The Allianz Group's asset management operations, in their ordinary course
of business, issue market value guarantees in connection with investment trust
accounts and mutual funds they manage. The levels of market value guarantees, as
well as the maturity dates, differ based on the separate governing agreements of
the respective investment trust accounts and mutual funds. At December 31, 2003,
the maximum potential amount of future payments of the market value guarantees
was E2,366 million, which represents the total value guaranteed under the
respective agreements including the obligation that would have been due had the
investments matured on that date. The current value of the investment trust
accounts and mutual funds related to these guarantees as of December 31, 2003,
was E2,464 million.
The Allianz Group's banking operations in France, in their ordinary course
of business, issue market value and performance-at-maturity guarantees in
connection with mutual funds offered by the Allianz Group's asset management
operations in France. The levels of market value and performance-at-maturity
guarantees, as well as the maturity dates, differ based on the underlying
agreements. In most cases, the same mutual fund offers both a market value
guarantee and a performance-at-maturity guarantee. Additionally, the
performance-at-maturity guarantees are generally linked to the performance of an
equity index or group of equity indexes. At December 31, 2003, the maximum
potential amount of future payments of the market value and
performance-at-maturity guarantees was E605 million, which represents the total
value guaranteed under the respective agreements. The current value of the
mutual funds related to the market guarantees as of December 31, 2003, was
approximately E391 million. Such funds generally have a duration of five to
eight years.
Indemnification contracts
Indemnification contracts are executed by the Allianz Group with various
counterparties under existing service, lease or acquisition transactions. Such
contracts may also be used to indemnify counterparties under various
contingencies, such as changes in laws and regulations or litigation claims.
In connection with the sale of one of the Allianz Group's former private
equity investments, certain Allianz Group companies provided an indemnity of up
to approximately E392 million to the respective buyers in the event certain
contractual warranties arise. The terms of the indemnity contract extend until
2009 and covers ordinary contractual warranties, environmental costs and any
potential tax liabilities the entity incurred while maintained as an investment
by the Allianz Group.
F-122
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
Additionally, there also exist indemnity contracts issued by the Allianz
Group in relation to the sale of certain other businesses in favor of the buyers
with an aggregate total maximum amount of approximately E86 million for all such
disposed businesses.
Credit derivatives
Credit derivatives consist of written credit default swaps, which require
payment by the Allianz Group in the event of default of debt obligations, as
well as written total return swaps, under which the Allianz Group guarantees the
performance of the underlying assets. The notional principal amounts and market
values of the Allianz Group's credit derivative positions as of December 31,
2003 are provided in Note 40.
Other contingencies
Liquiditats-Konsortialbank GmbH (LIKO) is a bank founded in 1974 in order
to provide funding for German banks which experience liquidity problems. The
shares in LIKO are 30% owned by Deutsche Bundesbank, while the remaining shares
are being held by other German banks and banking associations. The shareholders
have provided capital of E200 million to fund LIKO; Dresdner Bank AG's
participation is E12.1 million. Dresdner Bank AG is contingently liable to pay
future assessments to LIKO up to E60.5 million. In addition, under clause sec.5
(4) of the Articles of Association of LIKO, Dresdner Bank AG is committed to a
secondary liability, which arises if other shareholders do not fulfill their
commitments to pay their respective future assessments. In all cases of
secondary liability, the financial status of the other shareholders involved is
sound.
Dresdner Bank AG is a member of the German banks' Joint Fund for Securing
Customer Deposits (Joint Fund), which covers liabilities to each respective
creditor up to specified amounts. As a member of the Joint Fund, which is itself
a shareholder in LIKO, Dresdner Bank AG is liable with the other members of the
Joint Fund for additional capital contributions, with the maximum being the
amount of Dresdner Bank AG's annual contribution. In 2003, the Joint Fund did
not levy a contribution (2002 and 2001: no contribution). Under section 5 (10)
of the Statutes of the Joint Fund for Securing Customer Deposits, the Allianz
Group has undertaken to indemnify the Federal Association of German Banks
(Bundesverband deutscher Banken e.V.) for any losses it may incur by reason of
measures taken on behalf of any bank in which the Allianz Group owns a majority
interest.
Dresdner Bank AG has unlimited liability with respect to its interest in
Bankhaus Reuschel & Co. due to the legal form in which this enterprise is
organized. The financial status of the other partners involved is sound.
During the course of the purchase of Nicholas-Applegate, San Diego, an
agreement was reached whereby part of the purchase price would become due in
2005 and would depend on the income growth of Nicholas-Applegate:
- if average income growth during this period is at least 25%, this
purchase price component will be USD 1.09 billion, with bonus payments of
USD 150 million;
- if average income growth is between 10% and 25%, payments will be scaled
down;
- if average income growth is below 10%, no payments will be made.
F-123
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
(44) OTHER INFORMATION
EMPLOYEE INFORMATION
At the end of 2003, the Allianz Group employed a total of 173,750 people
(2002: 181,651 and 2001: 179,946). Of those people, 82,245 (2002: 86,768 and
2001: 87,589) were employed in Germany and 91,505 (2002: 94,883 and 2001:
92,357) abroad. The number of employees undergoing training decreased by 1,525
in 2003 to 6,063.
Personnel expenses for the years ended December 31, are as follows:
2003 2002 2001
------ ------ -----
E(MN) E(MN) E(MN)
Salaries and wages.......................................... 8,832 9,664 6,819
Social security contributions and employee assistance....... 1,548 1,532 1,208
Expenses for pensions and other post-retirement benefits.... 634 811 405
------ ------ -----
Total..................................................... 11,014 12,007 8,432
====== ====== =====
EARNINGS PER SHARE
Basic earnings per share is computed by dividing the Allianz Group's
consolidated net income by the weighted average number of common shares
outstanding for the period. Diluted earnings per share reflect the effect of
potentially dilutive securities. As of December 2003, 1,175,554 "profit
participation certificates" issued by Allianz AG were outstanding which can
potentially be converted to 1,469,443 Allianz shares (on a weighted basis:
1,271,446 Allianz shares) and therefore have a dilutive effect.
The Allianz Group's Restricted Stock Units were not included in the
presentation of Diluted Earnings per share, as they are antidilutive, i.e. lead
to an increase in earnings per share.
The reconciliation of basic and dilutive earnings per share for the years
ended December 31, is as follows:
2003 2002 2001
----------- ----------- -----------
Numerator for basic earnings per share (net
income)..................................... 1,890 (1,496) 1,585
Effect of dilutive securities............... 3 -- --
Numerator for diluted earnings per share (net
income after assumed conversion)............ 1,893 (1,496) 1,585
Denominator for basic earnings per share
(weighted-average shares) -- not including
shares held by own company.................. 338,201,031 276,854,382 277,763,292
Potential dilutive securities............... 1,585,044 -- --
----------- ----------- -----------
Denominator for diluted earnings per share
(adjusted weighted-average after assumed
conversion)................................. 339,786,075 276,854,382 277,763,292
Number of shares (not including shares held by
the company)................................ 366,472,698 242,977,214 241,189,535
Basic Earnings per share...................... 5.59 (5.40) 5.71
Diluted Earnings per share.................... 5.57 (5.40) 5.71
The weighted average number of shares does not include 18,766,949 (2002:
23,658,308 and 2001: 11,073,783) shares held by the Allianz Group.
F-124
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
(45) STOCK COMPENSATION PLANS
STOCK RELATED REMUNERATION
The Allianz Group applies the fair value recognition provisions of SFAS 123
in accounting for its stock related remuneration plans. Refer to Note 4 for
further discussion of the Allianz Group's accounting and valuation policies.
STOCK PURCHASE PLANS FOR EMPLOYEES
Shares in Allianz AG are offered to qualified employees in Germany and
abroad within pre-defined timeframes at favorable conditions. In order to be
qualified, employees must have been employed in continuous service, or had a
position as an apprentice, for a period of six months prior to the share offer
and notice of termination of employment must not have been served. Share
purchase plans also include restrictions relating to the amount that the
employee can invest in purchasing shares. All participating enterprises in
Germany and abroad impose restrictions on the disposal of shares, though the
length of time varies from a minimum of one year to a maximum of five years,
depending on the country involved. The shares are freely disposable after the
expiration of the minimum holding period. The number of shares sold to employees
under these plans was 944,625 in 2003 (2002: 136,222 and 2001: 361,235). The
difference between the exercise price and market price of Allianz shares of E16
million in 2003 (2002: E5 million and 2001: E27 million) was reported as part of
compensation expense.
ALLIANZ GROUP EQUITY INCENTIVES PLANS
Allianz Group Equity Incentives (GEI) plans support the orientation of
senior management, and in particular the Board of Management, toward the
long-term increase of the value of the Allianz Group.
In 1999, Allianz AG introduced Stock Appreciation Rights (SARs) through
which part of total remuneration is directly tied to the development of the
Allianz AG share price. In 2003, Restricted Stock Units (RSUs) with a 5-year
vesting period were issued for the first time. The relative volume of SARs
issued in 2003 was reduced accordingly.
Allianz Group senior management worldwide is entitled to participate in
these GEI plans. In fiscal 2003, more than 550 senior managers in 28 countries
and 74 companies received a corresponding offer.
Awards were granted by the respective companies in accordance with uniform
Allianz Group-wide conditions. The grant price for SARs and RSUs applicable for
the award is calculated on the basis of the average daily closing Allianz AG
share price in Xetra trading on the ten trading days following the Annual
General Meeting of Allianz AG. The grant price for 2003 was E65.91 per share.
The number of SARs and RSUs offered is set individually for each
participant and is determined on the basis of the grant price, the economic
development of the value of Allianz AG and the respective responsible company in
accordance with the Economic Value Added (EVA) concept, a capital-cost based
target performance of the Allianz AG share and individual elements such as fixed
remuneration and performance.
The volume of the rights granted, and thus the potential gain for the
participant depends essentially on economic performance.
Of the GEI plans, half of the value determined at the grant date is
allocated to SAR and RSU, respectively. Depending on the different values
calculated per SARs and RSUs at the grant date, participants in the plan receive
a different number of SARs and RSUs.
F-125
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
In 2003, the following number of SARs and RSUs were granted to senior
managers of the Allianz Group worldwide:
UNITS
---------
SARs........................................................ 1,508,209
---------
RSUs........................................................ 542,141
---------
STOCK APPRECIATION RIGHTS PLANS (SARS PLAN)
Following a two-year vesting period, the SARs may be exercised at any time
between the 2nd and the 7th anniversary of the effective date of the relevant
plan, provided that
- during their contractual term, the price of Allianz AG shares has
outperformed the Dow Jones Europe STOXX Price Index (600) at least once
for a period of five consecutive stock exchange days; and
- the Allianz AG share price outperforms the reference price by at least
20.0% at the time when the rights are exercised. The reference price for
the 2003 SAR plan award (E65.91) is the average closing price of Allianz
AG shares for the first ten trading days after April 29, 2003, the date
of the Annual General Meeting 2003.
Under the conditions of the SAR plans, Allianz Group companies are
obligated to pay, in cash, the difference between the stock market price of
Allianz AG shares on the day the rights are exercised and the reference price,
as specified in the respective plan. The maximum difference is capped at 150% of
the reference price. Upon exercise of the SARs, payment is made in the relevant
local currency by the Allianz Group company granting the SARs. SARs not
exercised by the last day of a plan will be exercised automatically where the
necessary conditions have been met. Where these conditions have not been met or
a plan participant ceases to be employed, the plan participant's SARs are
forfeited.
SAR plan awards granted and forfeited as of December 31, 2003:
VESTING REFERENCE
PERIOD PRICE SARS SARS
GRANT DATE YEARS E GRANTED FORFEITED
---------- ------- --------- --------- ---------
April 1999..................................... 2 264.23 294,341 13,405
April 2000..................................... 2 332.10 303,169 41,095
April 2001..................................... 2 322.14 445,462 38,831
April 2002..................................... 2 239.80 681,778 76,177
May 2003....................................... 2 65.91 1,508,209 1,778
The fair value as of the grant date of the SARs granted in 2003 was E41
million (2002: E69 million and 2001: E31 million) based on standard option
valuation methods (Black-Scholes or Binomial Method).
No rights were exercised for any SARs plan grant as of December 31, 2003.
As of year end 2003, none of the awards currently exercisable have met the
second condition defined above (20% increase of the share price). As of December
31, 2003, a total of 3,061,673 (2002: 1,507,414 and 2001: 825,979) SARs were
outstanding under SAR award grants.
The total compensation expense related to the SAR plan is calculated as the
amount by which the quoted Allianz AG share price exceeds the SAR reference
price. The total compensation expense is remeasured at each reporting period
based on changes in the Allianz AG share price and is accrued over the two-year
vesting period. As of December 31, 2003 the total compensation expense related
to the 3,061,673 outstanding SARs was E54 million. Taking into account the
expired portion of the vesting period, a reserve of E18 million
F-126
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
was established on December 31, 2003, and reported under the heading other
accrued liabilities, with a corresponding E18 million of expense recognized in
2003. No liability or expense was recorded in 2001 and 2002, as the Allianz AG
share price did not exceed the reference price of outstanding SARs at that time.
The Allianz Group has entered into call options on Allianz AG stock to
hedge its future obligations under the SAR plans.
RESTRICTED STOCK UNITS PLAN (RSUS PLAN)
In 2003, the Allianz Group established a Restricted Stock Unit (RSU)
incentive compensation plan. The RSU plan is designed to increase corporate
value and to align shareholders' and managements' interests by linking the
remuneration of key personnel to the performance of Allianz AG's share price. As
of December 31, 2003, there was one RSU award authorized, the 2003 award grant.
Under this plan, 542,141 RSUs have been granted to senior management as of
May 13, 2003, 541,394 of which remain outstanding as of December 31, 2003. The
Allianz Group will exercise these rights uniformly for all plan participants on
the first stock exchange day that succeeds the five-year vesting period. At the
date of exercise, the Allianz Group can choose to settle the plan by:
- Cash payment to the grantees in the amount of the average closing price
of Allianz AG's share in the ten trading days preceding the end of the
vesting period, or by
- issuing one Allianz AG share, or other equivalent equity instruments(s),
per RSU to the beneficiaries.
The fair value as of the grant date of the 542,141 RSUs granted in 2003 was
E36 million based on the Allianz AG share price.
The total compensation expense related to the RSU plan is calculated as the
amount of the quoted Allianz AG share price and is remeasured at each reporting
period based on changes in the Allianz AG share price and is accrued over the
five-year vesting period. As of December 31, 2003, the total compensation
expense related to the 541,394 outstanding RSUs was E55 million. Taking into
account the expired portion of the vesting period, a reserve of E6 million was
established on December 31, 2003, and reported under the heading other accrued
liabilities, with a corresponding E6 million of expense recognized in 2003.
SHARE OPTION AND SHAREHOLDING PLANS OF ALLIANZ GROUP SUBSIDIARIES
PIMCO LLC CLASS B UNIT PURCHASE PLAN
When acquiring PIMCO Advisors L.P. (subsequently renamed ADAM LP) in 2000,
Allianz AG caused ADAM LP to enter into a Class B Purchase Plan (the "Plan") for
the benefit of members of the management of Pacific Investment Management
Company LLC (PIMCO LLC). Under the Plan, participants acquire Class B equity
units annually through 2004 for a total of 150,000 units. The holders of the
Class B units have rights to a 15% priority claim on the adjusted operating
profits of PIMCO LLC.
Units issued under the Plan vest over three to five years and are subject
to repurchase by ADAM LP upon death, disability or termination of the
participant. In addition, beginning in 2005, ADAM LP will have the right to
repurchase, and the participants will have the right to cause ADAM LP to
repurchase, a portion of the vested Class B units each year. The repurchase
price will be based upon the then determined value of the Class B units being
repurchased.
In 2003, plan participants acquired 35,375 (2002: 30,000 and 2001: 30,000)
Class B units (5,375 of which were units being re-sold after having been
forfeited in 2002 by a participant upon termination of employment). In
accordance with the provisions of SFAS 123, the value of the units issued in
2003 as of the grant date was determined by the Allianz Group to be E235 million
(2002: E178 million and 2001:
F-127
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
E137 million). The total number of Class B units held by plan participants as of
year end 2003 is 120,000. A compensation expense of E172 million was recognized
in 2003 (2002: E95 million and 2001: E59 million) related to the Plan.
AGF GROUP STOCK OPTION PLAN
The AGF Group has awarded stock purchase options on AGF shares to eligible
AGF Group executives and managers of subsidiaries, as well as to certain
employees, whose performance justified grants. The primary objective of the
stock option plan is to encourage the retention of key personnel of AGF Group
and to link their compensation to the performance of AGF Group. These options
are independent of the remuneration plans of the Allianz Group.
AGF Group stock options granted, exercised and expired/forfeited as of
December 31, 2003:
OPTIONS
VESTING OPTIONS OPTIONS EXPIRED/
DATE GRANTED PERIOD GRANTED EXERCISED FORFEITED
------------ ------- --------- --------- ---------
December 1994 and February 1996............. 2 years 1,218,855 1,069,729 127,594
December 1996............................... 2 years 798,993 537,318 115,146
September 1997, October 1998 and October
1999...................................... 5 years 2,748,213 699,279 178,973
October 2000................................ 2 years 1,020,240 3,000 83,132
October 2001................................ 2 years 1,043,317 -- 64,288
September 2002.............................. 2 years 850,000 1,220 --
September 2003.............................. 1 year 1,118,250 -- --
All of the options granted have an exercise price of at least 85% of the
market price on the day of grant. The maximum term for these options is eight
years. The following table provides the weighted-average fair value of options
granted as of the grant date and the assumptions used in calculating their fair
value by application of the Black-Scholes option pricing model.
2003 2002 2001
----- ----- -----
Weighted-average fair value of options granted (E).......... 12.04 4.93 13.90
Weighted-average assumptions:
Risk free interest rate (%)............................... 4.0 4.4 4.8
Expected volatility (%)................................... 30.0 30.0 20.0
Dividend yield (%)........................................ 2.5 4.0 3.7
F-128
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
AGF Group stock option activity during the periods indicated was as
follows:
WEIGHTED-
NUMBER OF AVERAGE
AGF SHARES EXERCISE PRICE
---------- --------------
(E)
Balance as of December 31, 2001............................. 5,137,468 45.07
=========
Granted................................................... 850,000 33.66
Exercised................................................. (775,818) 31.34
Forfeited/expired......................................... (321,996) 46.85
---------
Balance as of December 31, 2002............................. 4,889,654 45.15
=========
Granted................................................... 1,118,250 42.64
Exercised................................................. (81,028) 23.34
Forfeited................................................. (8,687) 23.39
---------
Balance as of December 31, 2003............................. 5,918,189 44.31
=========
The following table summarizes information about AGF Group stock options
outstanding and exercisable as of December 31, 2003:
OPTIONS OUTSTANDING
------------------------------------------------ OPTIONS EXERCISABLE
WEIGHTED- -----------------------------
AGF OPTIONS AVERAGE WEIGHTED- AGF OPTIONS WEIGHTED-
OUTSTANDING AS OF REMAINING AVERAGE EXERCISABLE AS OF AVERAGE
DECEMBER 31, CONTRACTUAL LIFE EXERCISE DECEMBER 31, EXERCISE
RANGE OF EXERCISE PRICE 2003 YEARS PRICE 2003 PRICE
----------------------- ----------------- ---------------- --------- ----------------- ---------
E E E
20.00-29.99........... 168,061 0.8 23.32 168,061 23.32
30.00-39.99........... 892,437 6.5 33.57 43,657 31.92
40.00-49.99........... 3,923,583 3.3 44.92 1,861,521 45.20
50.00-59.99........... 934,108 4.8 55.80 934,108 55.80
--------- ---------
Total............... 5,918,189 5.2 44.31 3,007,347 46.92
========= =========
AGF Group recorded compensation expense of E15 million in 2003 related to
these stock option awards.
RAS GROUP STOCK OPTION PLAN
RAS Group, Milan has awarded eligible members of senior management with
stock purchase options on RAS ordinary shares. Under these plans, options have
been granted on January 31 of each of the years 2001 through 2003. Each of these
award grants is subject to a vesting period of eighteen months to two years and
the options expire after a period of six and one-half to seven years after the
grant date.
Options may be exercised at any time after the vesting period and before
expiration, provided that
- at the time of exercise, the RAS share price is at least 20% higher than
the average share price in January of the grant year (for the 2001 award
grant the hurdle is 10%), and
- the performance of the RAS share in the year of grant beats the Milan
Insurance Index (MIBINSH Index) in the same year.
F-129
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
RAS Group stock options granted, exercised and expired/forfeited as of
December 31, 2003:
OPTIONS
VESTING OPTIONS OPTIONS EXPIRED/
DATE GRANTED PERIOD GRANTED EXERCISED FORFEITED
------------ --------- ------- --------- ---------
January 2001.................................. 1.5 years 730,000 -- 53,000
January 2002.................................. 1.5 years 793,000 -- 45,000
January 2003.................................. 2 years 850,000 -- 49,000
The fair value as of the grant date of options granted in 2003 was E4.68
(2002: E5.47 and 2001: E7.92) per option. RAS Group stock option activity during
the periods indicated was as follows:
WEIGHTED-
NUMBER OF AVERAGE EXERCISE
RAS SHARES PRICE
---------- ------------------
(E)
Balance as of December 31, 2001........................... 730,000 15.35
Granted................................................. 793,000 12.93
Exercised............................................... -- --
Forfeited/expired....................................... (23,000) 14.82
---------
Balance as of December 31, 2002........................... 1,500,000 14.08
=========
Granted................................................. 850,000 11.51
Exercised............................................... -- --
Forfeited............................................... (124,000) 13.05
---------
Balance as of December 31, 2003........................... 2,226,000 13.16
=========
The average remaining period until expiration of the 2,226,000 options
still outstanding at the end of 2003 was 4.8 years. On December 31, 2003,
1,425,000 options were exercisable which had a weighted average exercise price
of E14.08.
RAS Group recorded compensation expense of E3 million in 2003 related to
these stock option awards.
OTHER STOCK OPTION AND SHAREHOLDING PLANS
The Allianz Group has other local share-based compensation plans, including
stock option and employee stock purchase plans, none of which, individually or
in the aggregate, are material to the consolidated financial statements. The
total expense, in the aggregate, recorded for these plans in 2003 was E5
million.
COMPENSATION FOR THE BOARD OF MANAGEMENT
Allianz AG and its affiliated enterprises paid E23 million (2002: E17
million) to the active members of the Board of Management. As of December 31,
2003, the Board of Management had eleven members (2002: eleven members). The
information on compensation concerns the members of the Board of Management who
were active at the end of the year, and, on a prorated basis, two members who
retired from the Board during the course of the year.
Compensation of the Board of Management includes the basic salary as a
fixed component as well as an annual bonus and a medium-term three-year bonus as
variable components. Other components consist of SARs and RSUs.
F-130
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
2003 2002
---------- ----------
E THOUSAND E THOUSAND
Fixed remuneration.......................................... 7,336 7,956
Variable remuneration....................................... 15,525 9,491
------ ------
Total fixed and variable remuneration..................... 22,861 17,447
====== ======
Group equity incentives (at grant date)..................... 9,474 5,237
FIXED REMUNERATION
In the reporting year, fixed remuneration of the Board of Management
amounted to E7.3 million. This amount includes payment in kind and ancillary
compensation amounting to E0.2 million. The percentage of fixed remuneration
with respect to total fixed and variable remuneration was 32% (2002: 45%).
VARIABLE REMUNERATION
Variable remuneration also includes allocations to the reserves for the
three-year bonus amounting to E3.9 million. Whether the amounts set aside are
actually paid to the Members of the Board of Management upon expiration of the
three-year period, depends on whether the objectives for the entire underlying
three-year period have been reached. For members of the Board of Management who
retired in the course of the year, a pro-rated bonus right was set in connection
with the termination of the mandate. In the reporting year, no payments for the
medium-term three-year bonus were made.
ALLIANZ GROUP EQUITY INCENTIVES
GEI plans are granted by the Allianz Group in the form of SARs and in the
form of restricted stock units (RSU).
The granting price of the GEI plans for 2003 was E65.91 (average of the
daily closing rate of the Allianz AG share in Xetra trading on the ten trading
days following the Annual General Meeting for fiscal 2002).
The following table contains essential information on the current GEI plans
(SARs and RSUs) of active board members:
OUTSTANDING AT INTRINSIC VALUE AT
DECEMBER 31, DECEMBER 31,
GRANTED(1) CHANGES(2) 2003(1) 2003
---------- ----------- -------------- ------------------
E
2003:
SARs............................ 172,160 -- 172,160 6,127,174
RSUs............................ 72,306 -- 72,306 7,339,059
2002:
SARs............................ 52,160 (12,267) 39,893 --
2001:
SARs............................ 43,999 (14,482) 29,517 --
2000:
SARs............................ 21,980 (5,070) 16,910 --
1999:
SARs............................ 29,588 (9,067) 20,521 --
F-131
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
---------------
(1) Except 2003 the figures are adjusted for the capital increase of April 15,
2003.
(2) Includes changes due to the expiration or exercise of rights and to
personnel changes such as departures from or appointments to the Board of
Management.
The value of the rights granted in the reporting year was E9.5 million at
the date of grant. Of this total, E4.7 million correspond to the value of the
SARs granted and E4.8 million to the value of the RSUs granted. No payouts on
SARs granted in previous years were made. Outstanding GEIs are valued on a
quarterly basis and posted on the Allianz Group website.
PENSIONS AND SIMILAR BENEFITS
The Allianz Group paid E1.1 million (2002: E8.7 million) to increase
pension reserves and reserves for similar benefits for active members of the
Board of Management. As of December 31, 2003, the pension reserves and reserves
for similar benefits for the then active members of the Board of Management
amounted to E21.4 million (2002: E27.9 million).
FORMER MEMBERS OF THE BOARD OF MANAGEMENT
In 2003, pensions and other benefit payments for former members of the
Board of Management amounted to E8.2 million (2002: E13 million). E4.2 million
(2002: E7 million) were set aside in 2003 for compensating the claims of former
members of the Board of Management. Reserves for current and future pension
benefits of former members of the Board of Management and their beneficiaries
amount to E39.8 million (2002: E29 million).
REMUNERATION FOR THE SUPERVISORY BOARD
In fiscal 2003, remuneration for the Supervisory Board amounted to E2
million. This body has twenty members, ten of which are elected by the
shareholders and ten by the employees.
2003 %
--------- ---
E
Fixed remuneration.......................................... 90,667 5
Variable remuneration....................................... 1,817,667 95
--------- ---
Total..................................................... 1,908,334 100
========= ===
In connection with exercise of Supervisory Board mandates or comparable
mandates in other companies of the Allianz Group, Claudia Eggert-Lehmann was
paid E45,000, Peter Haimerl E45,000, Uwe Plucinski E67,500, Sultan Salam
E45,000, Margit Schoffer E33,750 and Dr. Diethart Breipohl E52,000.
(46) EVENTS AFTER THE BALANCE SHEET DATE
In December 2003, the minority shareholders of PIMCO exercised their option
of offering for sale a further tranche with a volume of USD250 million. The
settlement of this transaction in January 2004 has further increased the Allianz
Group's interest in PIMCO. On March 31, 2004, the Allianz Group exercised its
right to call USD250 million of the remaining ownership interest that is held by
the former parent company of PIMCO, with payment made in April 2004.
On January 29, 2004, the full Management Board of Dresdner Bank AG decided
on a reorientation of the open-ended real estate fund GRUNDWERT-FONDS managed by
DEGI GmbH (of which Dresdner Bank AG holds 94% of the nominal capital). In the
course of this reorientation, Dresdner Bank AG and its subsidiaries will acquire
a real estate portfolio from the fund with a total volume of E1.8 billion.
F-132
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
In a contract signed October 21, 2003, the AGF Group sold its 72.15%
interest in the bank Entenial to Credit Foncier for E418 million, with a
resulting loss of E55 million, before tax and minority interest. The required
authorization by the French supervisory authority was granted on February 4,
2004. As of this date, which also is the legal closing date, the Allianz Group
deconsolidated Entenial.
In February 2004, Allianz AG placed a subordinated bond with a total volume
of E1.5 billion. The bond has an unlimited maturity and will pay a fixed coupon
of 5.5% for the first ten years. Allianz AG has the right to redeem the bond
after ten years. If Allianz AG does not exercise this right, the interest rate
will convert to a floating rate with a step-up of 100 basis points over the
initial credit spread. The issue was announced last spring within the context of
the Allianz Group's capital increase and was part of a long-term plan for
strengthening the capital base of Allianz AG. Standard & Poor's has assigned the
bond issue a rating of "A-" and Moody's of "A2".
Within the Dresdner Bank Group's subsidiary, Dresdner Kleinwort Wasserstein
Group (DrKW), the existing deferred cash compensation plan, under the terms of
which performance-oriented bonus payments awarded to an employee were, in the
past, paid over a period of three years, is being replaced by a stock-based
compensation plan with effect from 2004. The annual payment in stock or cash is
contingent upon the employee's continued employment with DrKW. If the employee
leaves DrKW during the three-year vesting period, the shares not transferred, or
any cash amounts not paid, to the individual at that time will be forfeited
without substitute benefits. The expenses incurred in connection with the
stock-based compensation plan will be accrued on a pro-rated basis over the
three year vesting period beginning in 2004.
During February and March 2004, the Allianz Group further reduced its
shareholdings in Beiersdorf AG resulting in consideration received of E954
million.
On March 2, 2004, a further reduction of ownership interest occurred as a
result of the final amortization of the MILES-bond via Munich Re shares so that
Allianz Group's ownership interest in Munich Re's share capital was reduced to
9.4 %.
At the Annual General Meeting on May 5, 2004, shareholders approved a new
structure of authorized (authorized capital 2004/I and 2004/II) and conditional
capital (conditional capital 2004). Details can be found in the Articles of
Association of Allianz Aktiengesellschaft (Version dated June 2004) under
Article 2. The Articles of Association are filed as exhibit 1.1 as part of this
annual report.
On May 6, 2004, the Allianz Group sold its participation in Messer
Griesheim Group for E623 million.
In June 2004, Dresdner Bank Group's Institutional Restructuring Unit (IRU)
sold a E142 million loan portfolio consisting of non-strategic loans to various
sectors in continental Europe.
At the end of June 2004, IRU sold its entire 25% shareholding in Spanish
broadcasting company Telecinco. The shares were placed within Telecinco's
initial public offering. The offer price valued the shareholding at E625
million.
On July 5, 2004, Allianz Capital Partners GmbH, the private-equity arm of
Allianz Group, purchased nursing-home operator Four Seasons Group for GBP775
million.
(47) SUMMARY OF SIGNIFICANT DIFFERENCES BETWEEN THE ACCOUNTING PRINCIPLES USED
IN THE PREPARATION OF THE CONSOLIDATED FINANCIAL STATEMENTS AND ACCOUNTING
PRINCIPLES GENERALLY ACCEPTED IN THE UNITED STATES OF AMERICA
The consolidated financial statements of the Allianz Group are presented in
accordance with IFRS. IFRS differs in certain respects from US GAAP.
F-133
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
The following table sets forth the reconciliation to US GAAP of net income
(loss) and shareholders' equity for the years ended December 31:
NET INCOME (LOSS) SHAREHOLDERS'
---------------------- EQUITY
RESTATED ---------------
2003 2002 2001 2003 2002
----- ------ ----- ------ ------
E(MN) E(MN) E(MN) E(MN) E(MN)
Amounts reported in the consolidated
financial statements....................... 1,890 (1,496) 1,585 28,592 21,674
----- ------ ----- ------ ------
Adjustments in respect to:
(a) Equity method investees................ 85 (621) 246 179 90
(b) Employee benefit plans................. (22) 99 (17) (25) 50
(c) Investments............................ (875) (406) (26) (42) (76)
(d) Restructuring charges.................. (33) -- 43 (40) --
(e) Derivatives............................ -- -- (178) -- --
(f) Goodwill and other intangible assets... 906 844 44 2,761 1,779
(g) Deferred compensation.................. (42) 45 -- 44 86
(h) Voluntary early retirement benefits.... 15 -- -- 32 --
Total US GAAP adjustments.................... 34 (39) 112 2,909 1,929
(i) Income taxes........................... 254 196 3,415 (679) (772)
(j) Minority interest in earnings.......... 67 79 (866) 3 5
----- ------ ----- ------ ------
Effect of US GAAP adjustments.............. 355 236 2,661 2,233 1,163
----- ------ ----- ------ ------
Amount determined in conformity with US
GAAP....................................... 2,245 (1,260) 4,246 30,825 22,836
===== ====== ===== ====== ======
Net (loss) income per share in accordance
with US GAAP:
Basic...................................... 6.71 (4.79)(1) 16.30(1)
Diluted.................................... 6.70 (4.79)(1) 16.30(1)
---------------
(1) Adjusted for the capital increase in April 2003.
RESTATEMENT OF 2002 US GAAP RECONCILIATION
See Note 2 for further information.
F-134
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
The impact of the restatement of the Allianz Group's consolidated IFRS net
loss had the following effects on its US GAAP reconciliation for the year ended
December 31, 2002. The US GAAP consolidated net loss previously reported for the
year ended December 31, 2002 did not change.
2002
------------------------
(IN E MILLIONS, EXCEPT
PER SHARE DATA)
IFRS NET LOSS -- AS PREVIOUSLY REPORTED..................... (1,229)
Net adjustment -- see Note 2 for gross breakdown.......... (267)
------
IFRS NET LOSS -- AS RESTATED................................ (1,496)
US GAAP RECONCILING ITEM -- INVESTMENTS -- AS PREVIOUSLY
REPORTED.................................................. (730)
Gross adjustment.......................................... 764
Attribution to insurance policyholder participation....... (440)
------
US GAAP RECONCILING ITEM -- INVESTMENTS -- AS RESTATED...... (406)
TOTAL US GAAP ADJUSTMENTS -- AS PREVIOUSLY REPORTED......... (363)
Adjustment................................................ 324
------
TOTAL US GAAP ADJUSTMENTS -- AS RESTATED.................... (39)
US GAAP INCOME TAXES -- AS PREVIOUSLY REPORTED.............. 235
Adjustment................................................ (39)
------
US GAAP INCOME TAXES -- AS RESTATED......................... 196
US GAAP MINORITY INTEREST -- AS PREVIOUSLY REPORTED......... 97
Adjustment................................................ (18)
------
US GAAP MINORITY INTEREST -- AS RESTATED.................... 79
EFFECT OF US GAAP ADJUSTMENTS -- AS PREVIOUSLY REPORTED..... (31)
Adjustment................................................ 267
------
EFFECT OF US GAAP ADJUSTMENTS -- AS RESTATED................ 236
VALUATION AND RECOGNITION DIFFERENCES
The following narrative provides details to support the valuation and
recognition differences presented in the reconciliation of the Allianz Group's
net income (loss) and shareholders' equity prepared under IFRS to US GAAP.
(a) Equity method investees
Under IFRS, associated companies are accounted for under the equity method
of accounting, in which the Allianz Group records its share of the net income or
loss of the associate in the periods for which they are reported by the
associate for certain associates, with a lag of no more than three months.
For US GAAP, adjustments have been made to calculate net income and equity
of significant associates on the basis of US GAAP. Historically, the most
significant associated companies of the Allianz Group have included financial
services companies, and thus the nature of significant IFRS to US GAAP
differences for these investees is similar to the adjustments recorded by the
Allianz Group. Such adjustments included differences in treatment of changes in
tax rates, elimination of goodwill amortization, and differences in accounting
for investments.
F-135
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
During the first quarter of 2003, the Allianz Group reduced its
shareholdings in Munich Re from 22.4% to slightly less than 20%. Due to this
event, as of March 31, 2003, Munich Re was no longer consolidated as an
associated enterprise according to the equity method. Additionally, on October
23, 2003, the Allianz Group sold the largest part of its 43.6% shareholdings in
Beiersdorf AG to Tchibo Holding AG, Hamburg, HGV Hamburger Gesellschaft fur
Vermogens und Beteiligungsverwaltung, Hamburg und Troma Alters und
Hinterbliebenenstiftung, Hamburg. The disposal became effective in December 2003
and led to Allianz Group shareholdings in Beiersdorf AG of less than 20%,
thereby triggering the de-consolidation of Beiersdorf AG as an associated
enterprise at December 31, 2003.
The most significant net income and stockholders' equity reconciliation
adjustments for 2003 include the elimination of goodwill amortization expense,
and corresponding accumulated amortization, recognized at the associate level
and expense recorded by the Allianz Group related to goodwill included within
its overall investments in associates balance.
During 2002, the Allianz Group reduced the time lag in accounting for all
material investments in associates to a period of no more than three months for
both IFRS and US GAAP. The Allianz Group accounted for this change in time lag
by recording the income and equity changes which occurred during the catch-up
period (i.e. June 30, 2001 to September 30, 2001), less any amounts that were
already reflected in the previous reporting period due to their significance,
directly in the Allianz Group's shareholders' equity for the 2002 fiscal year
for both IFRS and US GAAP. The amount of additional income directly recorded in
US GAAP shareholders' equity, resulting from the IFRS and US GAAP differences
within this catch-up amount, was E4 million.
The significant reconciliation adjustments for 2002 include an adjustment
to net income to eliminate a gain on the sale of Allianz AG shares recorded by
one associated company which was recognized by the Allianz Group through its
equity method accounting for IFRS purposes but is recorded directly to
shareholders' equity, similar to a treasury stock transaction, for US GAAP
purposes. Adjustments to net income were also recognized for the elimination of
goodwill amortization expense recognized at the associate level and expense
recorded by the Allianz Group related to goodwill included within its overall
investments in associates balance. Additionally, adjustments were recognized for
the reduction of deferred taxes on German investment securities held by one
associated company as of December 31, 2001 at which time that associated company
made a final determination of the ability to realize the related tax benefit.
This adjustment was recorded in 2002 because of the reporting lag used in
recording the Allianz Group's investment in this associate.
The consequences of the terrorist attack on September 11, 2001 in the
United States of America, as it relates to the impact on the financial results
of Munich Re, the Allianz Group's then most significant associate, were
considered in the Allianz Group's 2001 consolidated income statement and
statement of shareholders' equity due to its significance and relevance to the
Allianz Group's 2001 consolidated financial statements.
The reconciliation adjustments for 2001 do not include adjustments for the
Dresdner Bank Group subsequent to its consolidation on July 23, 2001. The
significant reconciliation adjustments for 2001 net income include adjustments
for the reduction of deferred taxes on certain significant investments held by
associates due to the change in the German tax rates as described in "(i) Income
taxes". Since there was a time lag in reporting by certain associates, a portion
of this US GAAP adjustment was recorded in 2001.
F-136
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
(b) Employee benefit plans
Under the provisions of IFRS, the Allianz Group did not record a transition
adjustment upon the adoption of IAS 19, Employee Benefits, due to the fact that
the accrual at the time of adoption was equal to the difference between the
projected benefit obligation and the plan assets.
Under US GAAP, a transition obligation is calculated as the difference
between the projected benefit obligation minus the plan assets and the benefit
accrual under domestic rules. The transition obligation must be amortized on a
straight-line basis over the average remaining service period of plan
participants or over 15 years if the average remaining service period is less
than 15 years. For US GAAP purposes, the Allianz Group is amortizing the
unrecognized transition obligation over 19 years, ending in 2005.
The Allianz Group adopted SFAS No. 87, Employers' Accounting for Pensions
(SFAS 87), effective January 1, 1998. The Allianz Group was unable to adopt SFAS
87 as of its effective date, January 1, 1987, due to the unavailability of
actuarial data. The 19 year amortization period is applied retroactively to
January 1, 1987 to effectively extinguish the transition obligation at the same
date as if SFAS 87 were adopted on the effective date.
Under IFRS, the vested portion of past service cost, which is the increase
in the present value of the obligation due to changes in the benefit entitlement
that is allocated to prior periods' service, is recognized immediately in full.
The unvested portion of past service cost is amortized on a straight-line basis
from the point in time when the past service cost arises until the obligation is
anticipated to become vested. Under US GAAP, both the vested and unvested
portions are amortized on a straight-line basis over the average future service
lives of the active participants.
Under US GAAP, if the accumulated benefit obligation exceeds the fair value
of plan assets, an additional minimum pension liability (including unfunded
accrued pension cost) that is at least equal to the unfunded accumulated benefit
obligation, is recorded. Recognition of an additional minimum liability is
required if an unfunded accumulated benefit obligation exists and (a) an asset
has been recognized as prepaid pension cost, (b) the liability already
recognized as unfunded accrued pension cost is less than the unfunded
accumulated benefit obligation, or (c) no accrued or prepaid pension cost has
been recognized. Also, under US GAAP, an equal amount is capitalized as an
intangible asset up to the amount of any unrecognized net transition obligation
plus the unrecognized prior service costs, with the remainder charged against
shareholders' equity as a component of other comprehensive income. Under the
provisions of IFRS, there are no such requirements for the immediate recognition
of an additional minimum pension liability.
The reconciliation adjustments for 2003 net income are comprised of
adjustments for the increase in pension expense from the amortization of the
transition obligation of E17 million recognized under US GAAP, and an additional
pension expense of E5 million following the slower expense recognition of the
vested and unvested portions of unrecognized past service cost under US GAAP
compared with IFRS, resulting in a net decrease to the Allianz Group's net
income of E22 million in 2003.
The reconciliation adjustments for shareholders' equity in 2003 include
adjustments for the transition obligation of E31 million and unrecognized past
service cost of E111 million under US GAAP, as well as an additional minimum
pension liability required to be recognized under US GAAP of E311 million and an
intangible asset of E144 million, resulting in a net decrease to the Allianz
Group's shareholders' equity of E25 million in 2002.
The reconciliation adjustments for 2002 net income are comprised of
adjustments for the increase in pension expense from the amortization of the
transition obligation of E16 million recognized under US GAAP, net of a
reduction in pension expense of E115 million due to slower expense recognition
of the vested portion of unrecognized past service cost under US GAAP compared
with IFRS, resulting in a net
F-137
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
increase to the Allianz Group's net income of E99 million in 2002. Due primarily
to amendments of the Allianz Group's individual pension arrangements in 2002 and
2001, 2002 was the first year for which a reconciliation adjustment for
unrecognized past service cost was required, resulting in an increase to US GAAP
net income in 2002.
The reconciliation adjustments for shareholders' equity in 2002 include
adjustments for the transition obligation of E48 million and unrecognized past
service cost of E115 million under US GAAP, as well as an additional minimum
pension liability required to be recognized under US GAAP of E113 million,
resulting in a net increase to the Allianz Group's shareholders' equity of E50
million in 2002. Due primarily to declining performance within the capital
markets, 2002 was the first year in which an additional minimum pension
liability adjustment was required.
(c) Investments
Under IFRS, for equity securities, if, in a subsequent period, the amount
of the impairment previously recorded on a security decreases, the impairment is
reversed through the income statement. For fixed income securities, if, in a
subsequent period, the amount of the impairment previously recorded on a
security decreases and the decrease can be objectively related to an event
occurring after the impairment, such as an improvement in the debtor's credit
rating, the impairment is reversed through the income statement. For both equity
and fixed income securities, such reversals do not result in a carrying amount
of a security that exceeds what would have been, had the impairment not been
recorded, at the date of the impairment is reversed. For the year ended December
31, 2003, the Allianz Group recorded reversals of impairments of E2,033 million,
before tax, minority interest and policyholder participation.
Under US GAAP, reversal of impairments recorded on equity and debt
securities is not permitted. The reconciliation adjustment for 2003 net income
includes E1,527 million, before policyholder participation (E674 million), tax
(E232 million) and minority interest (E137 million), of impairments that had
been reversed under IFRS (income) and added back under US GAAP (expense).
Differences between the reversals of impairments recorded under IFRS (income)
and the impairments added back under US GAAP (expense) are primarily
attributable to reversal of impairments recorded on securities during 2003 and
which were later sold during 2003. The 2002 and 2001 reconciliation adjustments
include similar adjustments.
(d) Restructuring charges
Under IFRS, restructuring provisions expected to be settled in excess of
one year from the respective balance sheet date, are to be discounted to their
present value. Conversely, under US GAAP, discounting restructuring provisions
is not permitted.
The US GAAP reconciliation adjustments for 2003 net income and
stockholders' equity pertain to the restructuring plans at the Dresdner Bank
Group. Please refer to Note 21 for further discussion concerning these
restructuring plans.
Under IFRS, with respect to restructuring provisions established in
connection with the acquisition of AGF in 1998, the Allianz Group recorded all
incremental costs associated with the discontinuance of duplicate facilities in
the restructuring provisions established in 1998.
Under US GAAP, costs resulting from a plan to exit an activity of an
acquired company are only recognized as a liability if the cost is an
incremental cost and has no future economic benefit to the combined company,
subject to certain other considerations. Certain costs provided for in the AGF
restructuring plan, primarily data processing and other integration costs to be
incurred by outside consultants, are non-accruable under the more prescriptive
US GAAP requirements. At December 31, 2001, the AGF restructuring provision was
fully utilized.
F-138
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
(e) Derivatives
Under IFRS, prior to the adoption of IAS 39, Financial Instruments:
Recognition and Measurement (IAS 39), unrealized gains and losses on derivative
instruments which the Allianz Group used to hedge certain asset and liability
exposures were deferred and recognized when the hedged assets or liabilities
were settled, or upon termination of the derivative contract. The Allianz Group
implemented IAS 39 effective January 1, 2001. IAS 39 requires the recognition of
all derivative instruments at fair value in the Allianz Group's consolidated
balance sheet. For those derivative instruments, other than those designated as
hedging instruments, a transition adjustment resulting from the adoption of IAS
39 was recognized as an adjustment to shareholders' equity at the beginning of
2001 for the difference between the previous carrying amount and fair value of
those derivative instruments.
Under US GAAP, prior to the adoption of SFAS 133, Accounting for Derivative
Instruments and Hedging Activities (SFAS 133), as amended, unrealized gains and
losses were recognized in the consolidated income statement on derivative
instruments that did not meet certain specific criteria for hedge accounting.
The Allianz Group implemented SFAS 133, as amended, effective January 1, 2001.
SFAS 133, as amended, requires the recognition of all derivative instruments in
the Allianz Group's consolidated balance sheet at fair value. The financial
statement recognition of the change in fair value of derivative instruments is
dependent on a number of factors, including the intended use of the derivative
and the extent to which it is effective as part of a hedge transaction. The
transition adjustments resulting from the adoption of SFAS 133, as amended, are
recognized in the Allianz Group's consolidated income statement and directly in
shareholders' equity, as appropriate. The 2001 reconciliation difference of E178
million reflects the amount of the US GAAP transition adjustment recorded in the
income statement.
(f) Goodwill and other intangible assets
Effective July 1, 2001, the Allianz Group adopted the provisions of SFAS
141, Business Combinations (SFAS 141), and certain provisions of SFAS 142,
Goodwill and Other Intangible Assets (SFAS 142), as required for goodwill and
intangible assets resulting from business combinations consummated after June
30, 2001. Effective January 1, 2002, the Allianz Group fully adopted SFAS 142,
as required by US GAAP. In accordance with SFAS 141, and in accordance with the
full adoption of SFAS 142 in 2002, the Allianz Group evaluated its existing
intangible assets and goodwill that were acquired in purchase business
combinations prior to July 1, 2001, to determine any necessary reclassifications
in order to conform with the new criteria in SFAS 141 for recognition apart from
goodwill. No reclassifications were deemed necessary. In 2002, and in accordance
with SFAS 142, the Allianz Group also reassessed the useful lives and residual
values of all intangible assets acquired, including any amortization period
adjustments. As a result of the Allianz Group's reassessment, no changes in
useful lives, residual values or amortization was deemed necessary.
Under SFAS 142, goodwill is no longer amortized and is tested for
impairment annually at a reporting unit level, or more frequently based upon
facts and circumstances. SFAS 142 considers goodwill to be impaired if the net
book value of reporting unit is greater than its estimated fair value. The
Allianz Group's reporting units are generally consistent with the Allianz
Group's business segment level, or one level below. Also under SFAS 142, certain
intangible assets with an indefinite useful life are no longer amortized, and
instead are subject to annual impairment testing. Intangible assets with an
estimated useful life, are amortized to residual value over their expected
useful life, and evaluated for impairment in accordance with SFAS 144,
Accounting for the Impairment or Disposal of Long-Lived Assets (SFAS 144), based
upon triggering events.
The Allianz Group performs its annual impairment review as of the end of
the third quarter, beginning in the fourth quarter of 2002. The Allianz Group
recorded a goodwill impairment charge of E290 million and E224 million as of
December 31, 2003 under US GAAP and IFRS, respectively. This impairment charge
is
F-139
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
attributable to Allianz Life Insurance Company Ltd., Seoul as discussed in Note
5. The difference in impairment charges arises out of the difference in the
carrying amounts of goodwill under the two bases of accounting. The difference
of E66 million is attributable to permitted amortization of goodwill under IFRS,
which is not allowed under US GAAP. No impairment charge was recognized in the
Allianz Group's 2002 US GAAP financial results as a result of its impairment
testing. However, the Allianz Group did impair unamortized negative goodwill,
which existed at January 1, 2002, although this amount was not significant to
the Allianz Group's 2002 US GAAP financial results.
The reconciliation adjustments for 2003, 2002 and 2001 reflect primarily
the reversal of amortization on goodwill and brand name intangible assets
relating to the Dresdner Bank acquisitions, offset by amortization of the
customer base and core deposit relationship intangible assets recognized on a US
GAAP basis, as the customer base and core deposit relationship intangible assets
are considered part of goodwill on an IFRS basis.
Dresdner Bank Group's customer base intangible has a carrying value, net of
amortization, as of December 31, 2003 and 2002 of E1,191 million and E1,341
million, respectively. Additionally, Dresdner Bank Group's core deposit
intangible has a carrying value, net of amortization, as of December 31, 2003
and 2002 of E406 million and E442 million, respectively. These intangibles are
amortized over their expected useful lives, which range from 7.5 to 16.6 years
for the customer base and 7.3 to 11.5 years for the core deposits. The weighted
average original useful lives for the customer base and core deposit intangibles
are 8.9 and 9.5 years, respectively. The intangible assets amortization expense
was E264 million in 2003 and is estimated to also be E264 million for years 2004
through 2008. Additionally, and as noted previously, the 2002 reconciliation
adjustment also reflects a one-time impairment of unamortized negative goodwill,
a transitional requirement of SFAS 142, effective as of January 1, 2002.
Dresdner Bank Group's brand name intangible, which is not amortized under
US GAAP but rather tested for impairment annually at a reporting unit level, had
a carrying value of E883 million as of December 31, 2003 and 2002.
Under IFRS, goodwill and intangible assets are amortized to reflect the
pattern in which the assets' economic benefits are consumed, not to exceed
twenty years. IFRS also requires that an intangible asset be recognized as part
of purchase business combination if the asset is separable and can be clearly
distinguished from goodwill.
F-140
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
The Allianz Group's goodwill has been allocated to its reporting segments.
The changes to goodwill on a US GAAP basis, by reporting segment, for the years
ended December 31, 2003 and 2002 are as follows (E in millions):
PROPERTY/ LIFE/ ASSET
CASUALTY HEALTH BANKING MANAGEMENT TOTAL
--------- ------ ------- ---------- ------
Balance as of January 1, 2002......... 2,305 2,397 1,301 5,792 11,795
Additions........................... 541 619 330 1,186 2,676
Write-off of unamortized negative
goodwill......................... 15 -- -- -- 15
Reclassification.................... (228) -- -- -- (228)
Effects from exchange rate
fluctuations..................... (5) (5) -- (522) (532)
----- ----- ----- ----- ------
Balance as of December 31, 2002....... 2,628 3,011 1,631 6,456 13,726
===== ===== ===== ===== ======
Additions............................. 104 54 -- 624 782
Disposals............................. (75) (8) (17) (125) (225)
Impairment............................ -- (290) -- -- (290)
Effects from exchange rate
fluctuations........................ (18) (39) (112) (391) (560)
----- ----- ----- ----- ------
Balance as of December 31, 2003....... 2,639 2,728 1,502 6,564 13,433
===== ===== ===== ===== ======
The 2002 reclassification represents the goodwill in associated companies,
primarily Munich Re, which is recognized as part of the interest in associated
companies, and is therefore, not associated with the transitional provisions of
SFAS 142.
SFAS 142 also requires certain transitional disclosures as the 2001 US GAAP
financial results on a historical basis do not reflect the provisions of SFAS
142. Had the Allianz Group adopted SFAS 142 for the year ended December 31,
2001, the historical net income and basic and diluted net income per share would
have been as follows:
2001
---------------
E(MN)
Net Income:
Reported net (loss) income(1)............................. 4,246
Add back: goodwill amortization(2)........................ 715
-----
Adjusted net (loss) income................................ 4,961
=====
---------------
(1) 2001 reported net income reflects the goodwill amortization provisions of
SFAS 142 for business combinations consummated after June 30, 2001,
primarily that of Dresdner Bank on July 23, 2001.
(2) 2001 reflects twelve months of goodwill amortization for business
combinations consummated prior to July 1, 2001.
F-141
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
2001
-----
Basic Earnings Per Share:
Reported net (loss) income................................ 16.30
Add back: goodwill amortization........................... 2.75
-----
Adjusted net (loss) income................................ 19.05
Diluted Earnings Per Share:
Reported net (loss) income................................ 16.30
Add back: goodwill amortization........................... 2.75
-----
Adjusted net (loss) income................................ 19.05
=====
(g) Deferred compensation
In accordance with terms of employment contracts, the Allianz Group has
deferred the payment of certain amounts of incentive compensation awards to
employees. Employees vest in the deferred amounts over three years. Under IFRS,
these deferred amounts are recognized as expense in the year of the award, which
is when the Allianz Group is constructively obligated to pay the award.
Under US GAAP, the deferred amounts are recognized as expense over the
period in which the employee provides services to the Allianz Group, which is
considered to be the three-year vesting period.
(h) Voluntary early retirement benefits
Under IFRS, provisions for voluntary early retirement benefits are recorded
based upon management's estimate of the number of employees expected to enter
into early retirement agreements.
Conversely, under US GAAP, provisions for voluntary early retirement
benefits may only be recorded for employees who have actually entered into
retirement agreements.
(i) Income taxes
Under IFRS, the effect on deferred taxes resulting from a change in tax
laws or rates is recognized in the income statement except to the extent the
change relates to transactions recognized directly in shareholders' equity. The
effect on deferred taxes for transactions originally recognized directly in
shareholders' equity are allocated directly to shareholders' equity.
Under US GAAP, the effect on deferred taxes of a change in tax laws or
rates is recognized in the income statement including the effect for
transactions originally recognized directly in shareholders' equity.
The following table indicates the amounts recognized in US GAAP net
income/(loss) for changes in tax laws and rates related to transactions
originally recognized directly to shareholders' equity under IFRS:
2003 2002 2001
----- ----- -----
E(MN) E(MN) E(MN)
Before elimination of minority interests.................... (95) -- 3,385
After elimination of minority interests..................... (165) -- 2,554
The adjustment concerning the change in tax laws and tax rates for 2003
primarily relates to a change in tax law in Germany in December 2003 affecting
life/health insurance companies through the taxation of capital gains and
dividends effective beginning January 2004. Additionally, the net income
adjustment for 2003 also includes a reduction in the federal tax rates within
Italy (effective January 2004), as well as a
F-142
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
change in tax law whereby all unrealized gains/losses and impairments/reversals
of impairments on participations in strategic investments have become exempt
from taxation (effective January 2004).
The adjustment concerning the change in tax laws and tax rates for 2001
primarily relates to the elimination in Germany of capital gains tax on certain
equity investments. This adjustment is applied to the relevant
available-for-sale securities, which carried a deferred tax balance during 2001.
The tax effect of all other US GAAP adjustments in 2003, 2002 and 2001
amounted to tax benefits of E349 million E196 million and E30 million,
respectively, resulting in total tax benefit reconciliation adjustments of E254
million, E196 million and E3,415 million, respectively. The 2003 and 2002 tax
effects attributable to the US GAAP adjustments are primarily related to
intangible assets and investments.
The Allianz Group has elected to utilize the portfolio method in its US
GAAP accounting treatment for the accumulated deferred tax amounts recorded
within stockholders' equity which relate to the net unrealized gains of
available-for-sale securities that are no longer taxable. Under the portfolio
method, the accumulated deferred tax amounts recorded within stockholders'
equity will not be recognized in the income statement as income tax expense in
future periods as long as the Allianz Group maintains an available-for-sale
investment portfolio.
(j) Minority interest in earnings
Represents the minority interest effect of the US GAAP adjustments.
PRESENTATION DIFFERENCES
In addition to the valuation and recognition differences, the following
discusses the significant financial statement presentation differences under
IFRS and US GAAP in order to more fully understand the US GAAP condensed
consolidated financial statements presented within this note:
Balance sheet:
a. Investments in affiliated enterprises, joint ventures and associated
enterprises are presented in investments excluding funds held by others
under reinsurance contracts assumed. Derivatives which hedge
available-for-sale investments or loans are reclassified from
investments into other assets.
b. Other assets are allocated among interest and fees receivable, premium
and insurance balances receivables (net), reinsurance recoverables,
deferred policy acquisition costs, and other assets.
c. Deferred tax assets and liabilities are presented net.
d. Unearned premiums included in insurance reserves are disclosed
separately.
e. Liabilities to banks and liabilities to customers, less amounts for
repurchased agreements, registered bonds and derivatives used to hedge
liabilities to customers, are presented separately as deposits.
f. Certificated liabilities (less amounts for derivatives used to hedge
such liabilities), participation certificates and subordinated
liabilities, registered bonds and amounts for repurchase agreements are
presented as short-term borrowings and long-term debt.
g. Other accrued liabilities, other liabilities, deferred income,
derivatives used to hedge liabilities to customers and certificated
liabilities are presented within other liabilities.
F-143
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
Income statement:
a. Interest and similar income is primarily allocated between interest and
fees on loans and interest and dividends on investment securities, and
other income.
b. Other income from investments is presented within realized investment
gains and losses.
c. Interest and similar expenses are primarily allocated among interest on
deposits, interest on short-term borrowings, and interest on long-term
debt, as appropriate.
d. Other expenses for investments are presented primarily within net
realized investment gains and losses.
e. Acquisition costs and administrative expenses are allocated among
commission and fees, insurance underwriting, acquisition and insurance
expenses, salaries and other expenses.
f. Income from investments in affiliated enterprises, joint ventures and
associated enterprises is presented outside of revenues.
F-144
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
CONDENSED BALANCE SHEET INFORMATION
Following is condensed consolidated balance sheet information of the
Allianz Group as of December 31, reformatted to reflect the impacts of the
valuation and presentation differences between IFRS and US GAAP:
US GAAP IFRS REFORMATTED
----------------- -----------------
2003 2002 2003 2002
------- ------- ------- -------
E(MN) E(MN) E(MN) E(MN)
ASSETS
Cash and cash equivalents...................... 25,528 21,008 25,528 21,008
Trading account assets......................... 146,154 124,842 146,154 124,842
Investments.................................... 299,634 294,628 299,497 294,614
Assets held for separate accounts.............. 32,460 25,657 32,460 25,657
Loans (net).................................... 320,770 274,838 320,770 274,838
Interest and fees receivable................... 5,394 3,496 5,394 3,496
Premium and insurance balances receivables
(net)........................................ 8,096 8,846 8,096 8,846
Reinsurance recoverables....................... 27,583 31,536 27,583 31,536
Deferred policy acquisition costs.............. 12,497 10,528 12,497 10,528
Goodwill and other intangible assets........... 19,023 20,052 16,262 18,273
Net deferred tax assets........................ 176 351 855 1,123
Other assets................................... 27,307 25,223 27,307 25,223
------- ------- ------- -------
Total assets.............................. 924,622 841,005 922,403 839,984
======= ======= ======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Insurance policy and claims reserves........... 299,273 293,515 299,273 293,515
Deposits....................................... 222,754 212,778 222,754 212,778
Liabilities held for separate accounts......... 32,460 25,687 32,460 25,687
Unearned premiums.............................. 12,198 12,248 12,198 12,248
Short-term borrowings.......................... 111,770 91,790 111,770 91,790
Long-term debt................................. 46,382 58,749 46,382 58,749
Trading account liabilities.................... 84,835 53,520 84,835 53,520
Other liabilities.............................. 75,761 61,573 75,772 61,709
------- ------- ------- -------
Total liabilities......................... 885,433 809,860 885,444 809,996
======= ======= ======= =======
Minority interests in consolidated
subsidiaries................................. 8,364 8,309 8,367 8,314
------- ------- ------- -------
Total shareholders' equity................ 30,825 22,836 28,592 21,674
======= ======= ======= =======
Total liabilities and shareholders'
equity.................................. 924,622 841,005 922,403 839,984
======= ======= ======= =======
F-145
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
CONDENSED INCOME STATEMENT INFORMATION
The following is condensed consolidated income statement information of the
Allianz Group, for the years ended December 31, reformatted to reflect the
impacts of the valuation and presentation differences between IFRS and US GAAP:
US GAAP IFRS REFORMATTED
-------------------------- --------------------------
RESTATED
2003 2002 2001 2003 2002 2001
------ ------ -------- ------ ------ --------
E(MN) E(MN) E(MN) E(MN) E(MN) E(MN)
Premiums earned (net)...................... 55,978 55,133 52,745 55,978 55,133 52,745
Interest and fees on loans................. 8,079 11,058 8,954 8,079 11,058 8,954
Interest and dividends on investment
securities............................... 12,684 14,131 13,707 12,684 14,131 13,707
Trading income............................. 243 1,507 1,414 243 1,507 1,592
Realized investment gains and losses
(net).................................... (721) (6,178) (447) 154 (5,511) (421)
Commissions and fees....................... 5,420 5,753 4,334 5,420 5,753 4,334
Other income............................... 4,850 5,482 4,040 4,850 5,482 4,040
------ ------ -------- ------ ------ --------
Total income.......................... 86,533 86,886 84,747 87,408 87,553 84,951
------ ------ -------- ------ ------ --------
Interest on deposits....................... 2,297 2,926 753 2,297 2,926 753
Interest on short-term borrowings.......... 1,662 2,240 1,554 1,662 2,240 1,554
Interest on long-term debt................. 2,478 5,485 5,640 2,478 5,485 5,640
------ ------ -------- ------ ------ --------
Total interest expense................ 6,437 10,651 7,947 6,437 10,651 7,947
------ ------ -------- ------ ------ --------
Total income, net of interest
expense............................. 80,096 76,235 76,800 80,971 76,902 77,004
------ ------ -------- ------ ------ --------
Benefits, claims, and loss expenses
incurred................................. 50,432 49,528 50,154 50,432 49,789 50,154
Provision for loan losses.................. 1,027 2,241 596 1,027 2,241 596
------ ------ -------- ------ ------ --------
Total provisions for losses, loss
expenses, and loan losses........... 51,459 51,769 50,750 51,459 52,030 50,750
------ ------ -------- ------ ------ --------
Insurance underwriting, acquisition and
insurance expenses....................... 13,919 15,129 14,850 13,897 15,228 14,850
Goodwill and other intangibles
amortization............................. 507 318 764 1,413 1,162 808
Other expenses............................. 14,486 14,542 10,464 14,426 14,587 10,490
------ ------ -------- ------ ------ --------
Total operating expenses.............. 28,912 29,989 26,078 29,736 30,977 26,148
------ ------ -------- ------ ------ --------
Income before income (net) from investments
in affiliated enterprises, joint ventures
and associated enterprises, income tax
expense, and minority interests.......... (275) (5,523) (28) (224) (6,105) 106
------ ------ -------- ------ ------ --------
Income (net) from investments in affiliated
enterprises, joint ventures and
associated enterprises................... 3,115 3,777 1,834 3,030 4,398 1,588
Income tax expense (benefit)............... 163 (1,077) (4,350) (91) (881) (935)
------ ------ -------- ------ ------ --------
Income before minority interests........... 3,003 (669) 6,156 2,715 (826) 2,629
------ ------ -------- ------ ------ --------
Minority interests in income of
consolidated subsidiaries................ (758) 591 1,910 (825) 670 1,044
------ ------ -------- ------ ------ --------
Net income (loss)..................... 2,245 (1,260) 4,246 1,890 (1,496) 1,585
====== ====== ======== ====== ====== ========
F-146
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
CASH FLOWS
The cash flow statement has been prepared under the provisions of IAS 7,
Cash Flow Statements (IAS 7). The presentation requirements of IAS 7 vary in
some respects from the presentation requirements of US GAAP. These presentation
differences are summarized as follows:
Cash flows from operating activities include the following item that would
be included in cash flows from investing activities under US GAAP:
AMOUNT FOR THE YEARS ENDED
DECEMBER 31,
---------------------------
ITEM 2003 2002 2001
---- -------- ------- ------
E(MN) E(MN) E(MN)
Change in loans and advances to banks and customers......... (47,109) (5,846) 3,442
Cash flows from operating activities include the following items that would
be included in cash flows from financing activities under US GAAP:
AMOUNT FOR THE YEARS ENDED
DECEMBER 31,
----------------------------
ITEM 2003 2002 2001
---- -------- ------- -------
E(MN) E(MN) E(MN)
Change in liabilities to banks and customers............... 48,648 (8,215) (5,456)
Change in certificated liabilities......................... (14,387) (1,727) 3,130
NET INCOME PER SHARE
Net income per share is calculated excluding the effect of Allianz AG
shares held by associated companies. The weighted-average of Allianz AG shares
held by associated companies was 3,728,666, 13,675,568 and 17,326,983 for 2003,
2002 and 2001, respectively.
RECENTLY ISSUED US ACCOUNTING PRONOUNCEMENTS
Other-Than-Temporary Impairments
In November 2003, the Financial Accounting Standards Board's (FASB)
Emerging Issues Task Force (EITF) issued EITF 03-1, The Meaning of
Other-Than-Temporary Impairment and Its Application to Certain Investments. The
EITF reached a consensus requiring certain quantitative and qualitative
disclosures for debt and marketable equity securities classified as
available-for-sale or held-to-maturity under SFAS 115, Accounting for Certain
Investments in Debt and Equity Securities, and SFAS 124, Accounting for Certain
Investments Held by Not-for-Profit Organizations that are in an unrealized loss
position at the balance sheet date but for which an other-than-temporary
impairment has not been recognized. Quantitative and qualitative disclosures for
investments accounted for under SFAS 115 and SFAS 124 are effective for the
first annual reporting period ending after December 15, 2003. These disclosures
are presented in Note 7.
In March 2004, the EITF reached a further consensus on the remaining issues
related to the application of the impairment model for cost method investments
and disclosures for cost method investments, as well as several refinements to
certain elements of the overall impairment model discussed at the November 2003
EITF meeting. As a result, the EITF has reached a final consensus on an
other-than-temporary impairment model for:
- Debt and equity securities within the scope of SFAS 115
- Certain debt and equity securities within the scope of SFAS 124, and;
F-147
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
- Equity securities that are not subject to the scope of SFAS 115 and not
accounted for under the equity method of accounting (i.e., cost method
investments).
The EITF also concluded that equity-method investments will not be within
the scope of EITF 03-1 and that a specific model for these types of investments
will not be developed by the EITF, leaving the analysis of other-than-temporary
impairment for equity-method investments to a case-by-case analysis of
individual facts and circumstances for these types of investments.
The basic model developed by the Task Force in evaluating whether an
investment within the scope of Issue 03-1 is other-than-temporarily impaired is
as follows:
Step 1: Determine whether the investment is impaired. An investment is
impaired if its fair value is less than its cost.
With respect to Step 1, the EITF reached a consensus at the March 2004
meeting that since the fair value of cost method investments is not readily
determinable, the evaluation of whether an investment is impaired shall be
determined based on an investor's estimate of the fair value. For reporting
periods in which an investor does not estimate the fair value of a cost method
investment, the investor shall evaluate whether an event or change in
circumstances has occurred that may have a significant adverse effect on the
fair value of the investment by looking at various impairment indicators. If an
impairment indicator is present, the investor will be required to estimate the
fair value of the investment, and, in turn, go to Step 2.
Step 2: Evaluate whether the impairment is other-than-temporary.
A consensus was reached by the EITF at the March 2004 meeting to make
certain refinements with respect to the application of Step 2, including:
- Emphasizing that the investor must consider and give appropriate and
unbiased weighting to all reasonably available third party information
(as opposed to reliance upon selected information).
- For debt securities that cannot contractually be prepaid or otherwise
settled in such a way that the investor would not recover substantially
all of its amortized cost, (1) clarifying whether collateral should be
considered in determining whether it is probable that the investor will
be unable to collect all amounts due according to the contractual terms
of the debt security and (2) eliminating the reference to "a reasonable
period of time" from the model because it is not relevant in this
circumstance.
Step 3: If the impairment is other-than-temporary, recognize an impairment
loss equal to the difference between the investment's cost and its fair value.
The EITF reached a further consensus that the three-Step model used to
determine other-than-temporary impairments shall be applied prospectively to all
current and future investments, in interim or annual reporting periods beginning
after June 15, 2004. All new disclosures related to cost method investments are
effective for the annual reporting periods ending after June 15, 2004.
Comparative information for the periods prior to the period of initial
application is not required.
The Allianz Group will adopt the three-Step model previously referenced
beginning January 1, 2005. Additionally, the Allianz Group will adopt the
disclosure provisions related to cost method investments for the year ended
December 31, 2004.
VARIABLE INTEREST ENTITIES
Under US GAAP, the FASB issued in January 2003, Interpretation No. 46,
Consolidation of Variable Interest Entities, an interpretation of ARB No. 51
(FIN 46). FIN 46 was later revised in December 2003 to
F-148
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
address certain technical corrections and address certain implementation issues
that had arisen. FIN 46 introduces a new concept of a variable interest entity
(VIE) and determining when an entity should include the assets, liabilities,
noncontrolling interests and results of activities of a VIE in its consolidated
financial statements. A VIE is an entity (1) that has a total equity investment
at risk that is not sufficient to finance its activities without additional
subordinated financial support from other parties, or (2) where the group of
equity owners does not have the ability to make significant decisions about the
entity's activities through voting or similar rights, or the obligation to
absorb the entity's expected losses, or the right to receive the entity's
expected residual returns. Certain entities are exempt from applying FIN 46,
most notably qualifying special purpose entities (QSPEs) and separate accounts
of life insurance entities.
FIN 46 requires a VIE to be consolidated if a party with an ownership,
contractual or other financial interest in the VIE is obligated to absorb a
majority of the risk of loss from the VIE's activities, is entitled to receive a
majority of the VIE's residual returns, or both. The holder of a variable
interest that consolidates the VIE is the primary beneficiary. Upon
consolidation, the primary beneficiary generally must initially record all of
the VIE's assets, liabilities and noncontrolling interests at fair value and
subsequently account for the VIE as if it were consolidated based on majority
voting interest.
The Allianz Group is involved with a variety of VIEs including asset
securitization entities, investment funds and investment conduits. The Allianz
Group is involved in asset securitization entities through arranging,
facilitating, and in certain cases, managing investment conduits for banking
customers in connection with asset-backed security transactions where the VIEs
receive the underlying assets, such as trade or finance receivables (including
credit cards, auto finance loans, sale, rent and lease receivables) from the
Allianz Group's banking customers and securitizes such assets to provide
customers with cost-efficient financing.
In providing these services, the Allianz Group may in some instances have a
financial interest in such financing structures. However, the risk of financial
loss may be mitigated through participations in such losses by other third-
party investors.
The Allianz Group also engages in establishing and managing investment fund
VIEs with a goal of developing, marketing and managing these funds. During the
establishment phase of these funds, the Allianz Group may provide initial
capital for the VIEs to acquire securities until sufficient third-party
investors purchase participations in the funds or the VIEs are terminated.
Certain of these VIE's funds may include capital maintenance and/or performance
guarantees given to the investors. These guarantees differ both in terms of
amount and duration according to the relevant arrangements. The Allianz Group
receives fee and commission income from investors for the management of these
VIEs.
F-149
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
The table below reflects the VIEs created after January 31, 2003, for which
the Allianz Group is the primary beneficiary. These VIEs were fully consolidated
within the Allianz Group's consolidated financial statements for the year ended
December 31, 2003.
YEAR ENDED DECEMBER 31, 2003
-------------------------------------------------------------------------
AMOUNT OF
CONSOLIDATED CREDITOR'S
CONSOLIDATED ASSETS ASSETS WHICH ARE RECOURSE TO
WHICH ARE COLLATERAL COLLATERAL FOR ALLIANZ GROUP
TYPE OF VIE TOTAL ASSETS FOR VIE'S OBLIGATIONS VIE'S OBLIGATIONS ASSETS
----------- ------------ --------------------- ------------------ -------------
(E IN MILLIONS)
Asset-backed securities
transaction.............. 1,076 Corporate notes 1,076 0
Equity derivatives
transaction.............. 194 Derivatives, equity
and cash balances 194 0
----- ----- ---
TOTAL.................... 1,270 1,270 0
===== ===== ===
The table below reflects the VIEs for which the Allianz Group has
significant variable interests but which are not consolidated in its
consolidated financial statements for the year ended December 31, 2003. As
indicated in the footnotes to the table, information for total assets includes
both VIEs entered into after January 31, 2003 and those entered into prior to
February 1, 2003. The maximum exposure to loss represents the Allianz Group's
combined exposure for VIEs entered into during these time periods as of December
31, 2003.
YEAR ENDED DECEMBER 31, 2003
-------------------------------------------------------------------------------
ALLIANZ GROUP'S
NATURE OF ALLIANZ GROUP'S MAXIMUM
TYPE OF VIE INVOLVEMENT WITH VIES TOTAL ASSETS(1) TOTAL ASSETS(2) EXPOSURE TO LOSS
----------- ------------------------- --------------- --------------- ----------------
(E IN MILLIONS)
Investment funds....... Guarantee obligations 2,037 433 2,366
Vehicles primarily used
for asset-backed
security
transactions......... Arranger, establisher,
servicer, liquidity
provider and/or
investment counterparty 508 19,872 2,574
Vehicles used for CBO
and CDO
transactions......... Investment manager and/or
equity holder 920 6,026 3
----- ------ -----
TOTAL................ 3,465 26,331 4,943
===== ====== =====
---------------
(1) Represents VIEs entered into after January 31, 2003
(2) Represents VIEs entered into prior to February 1, 2003
The Allianz Group has conducted an assessment of its involvement in VIEs
created prior to February 1, 2003. The above table includes information on the
VIEs created prior to February 1, 2003 in which the Allianz Group believes it
has a significant variable interest, but which are not consolidated as the
Allianz Group is not the primary beneficiary.
The Allianz Group does consider itself to be the primary beneficiary for
certain other special purpose vehicles established prior to February 1, 2003,
which are used to conduct asset securitizations of finance receivables that are
sold to third-parties. The Allianz Group considers itself to be the primary
beneficiary for
F-150
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
these special purpose vehicles through its involvement in the capacity of
program administrator, liquidity provider and credit enhancer. As of December
31, 2003, total assets held by these VIEs which have not been consolidated in
the Allianz Group's consolidated financial statements were approximately E6,327
million. The Allianz Group's maximum exposure to loss in connection with its
interests in these VIEs was approximately E2 million at December 31, 2003. These
VIEs were consolidated in the Allianz Group's consolidated financial statements
and US GAAP condensed financial statements on January 1, 2004.
The Allianz Group's continues to assess its involvement with other special
purpose vehicles established prior to February 1, 2003 to determine whether the
Allianz Group holds significant variable interests or may be considered as the
primary beneficiary of those VIEs. The majority of the VIEs that are still being
assessed relate to interests held in certain investment companies managed by
third-parties or certain Allianz Group companies primarily focused on venture
capital investments, private equity investments and collateralized bond and debt
obligations. The total assets invested in these special purpose vehicles
amounted to E327 million at December 31, 2003. The Allianz Group's maximum
exposure to loss in connection with these interests is E327 million at December
31, 2003. These VIEs are not consolidated in the Allianz Group's consolidated
IFRS financial statements nor its US GAAP condensed financial statements as of
December 31, 2003.
(48) SELECTED SUBSIDIARIES AND OTHER HOLDINGS
EQUITY IN
OPERATING SUBSIDIARIES E(MN) % OWNED(1)
---------------------- --------- ----------
ADAM International GmbH, Frankfurt/Main..................... 3 100.0
AGIS Allianz Dresdner Informationssysteme GmbH, Munich...... 212 99.9
Allianz Capital Partners GmbH, Munich....................... 520 100.0
Allianz Dresdner Asset Management AG, Munich................ 2,213 100.0
Allianz Dresdner Bauspar AG, Bad Vilbel..................... 77 100.0
Allianz Global Risks Ruckversicherungs-AG, Munich........... 602 100.0
Allianz Immobilien GmbH, Stuttgart.......................... 5 100.0
Allianz Lebensversicherungs-AG, Stuttgart................... 1,276 91.0
Allianz Marine & Aviation Versicherungs-AG,Hamburg.......... 122 100.0
Allianz PIMCO Capital Managers GmbH, Munich................. 7 100.0
Allianz Private Krankenversicherungs-AG, Munich............. 310 100.0
Allianz ProzessFinanz GmbH, Munich.......................... 0.4 100.0
Allianz Versicherungs-AG, Munich............................ 2,577 100.0
Allianz Zentrum fur Technik GmbH, Munich.................... 0.2 100.0
Bayerische Versicherungsbank AG, Munich..................... 665 90.0
DEGI Deutsche Gesellschaft fur Immobilienfonds mbH,
Frankfurt/Main............................................ 15 94.0
Deutsche Lebensversicherungs-AG, Berlin..................... 32 100.0
Deutscher Investment-Trust Gesellschaft fur
Wertpapieranlagen mbH, Frankfurt/Main..................... 101 100.0
Dresdner Bank AG, Frankfurt/Main............................ 11,516 100.0
Dresdner Bank Investment Management
Kapitalanlagegesellschaft mbH, Frankfurt/Main............. 24 100.0
Euler Hermes Kreditversicherungs-AG, Hamburg................ 106 100.0
Frankfurter Versicherungs-AG, Frankfurt/Main................ 485 100.0
F-151
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
EQUITY IN
OPERATING SUBSIDIARIES E(MN) % OWNED(1)
---------------------- --------- ----------
Lombardkasse AG, Berlin..................................... 45 100.0
Munchner und Magdeburger Agrarversicherung AG, Munich....... 6 58.5
Oldenburgische Landesbank AG, Oldenburg..................... 431 89.3
Reuschel & Co. Kommanditgesellschaft, Munich................ 140 97.5
Vereinte Spezial Krankenversicherung AG, Munich............. 8 100.0
Vereinte Spezial Versicherung AG, Munich.................... 45 100.0
---------------
(1) Percentage includes equity participations held by dependent enterprises in
full, even if the Allianz Group's share in the dependent enterprise is under
100%.
EQUITY IN
OPERATING SUBSIDIARIES E(MN) % OWNED(1)
---------------------- --------- ----------
Adriatica de Seguros C.A., Caracas.......................... 21 97.0
AGF Allianz Chile Compania de Seguros Generales S.A.,
Santiago de Chile......................................... 14 99.9
AGF Asset Management, Paris................................. 49 99.9
AGF Belgium Insurance, Brussels............................. 341 100.0
AGF Brasil Seguros S. A., Sao Paulo......................... 87 69.4
AGF La Lilloise, Paris...................................... 29 100.0
Alba Allgemeine Versicherungs-Gesellschaft, Basel........... 17 100.0
Allianz Asset Management Ltd., Hong Kong.................... 3 100.0
Allianz Australia Ltd., Sydney.............................. 459 100.0
Allianz Bulgaria Insurance and Reinsurance Company Ltd.,
Sofia..................................................... 17 77.9
Allianz Bulgaria Life Insurance Company Ltd., Sofia......... 5 99.0
Allianz Compania de Seguros y Reaseguros S.A., Barcelona.... 387 99.9
Allianz Cornhill Insurance plc, London...................... 1,018 98.0(2)
Allianz Dresdner Asset Management Luxembourg S. A.,
Luxembourg................................................ 40 100.0
Allianz Dresdner Asset Management of America LP, Delaware... 552 83.9
Allianz EFU Health Insurance Ltd., Karachi.................. 1 76.0
Allianz Elementar Lebensversicherungs-Aktiengesellschaft,
Vienna.................................................... 91 100.0
Allianz Elementar Versicherungs-Aktiengesellschaft,
Vienna.................................................... 369 100.0
Allianz Europe Ltd., Amsterdam.............................. 809 100.0
Allianz Fire and Marine Insurance Japan Ltd., Tokyo......... 6 100.0
Allianz General Insurance Company S.A., Athens.............. 7 100.0
Allianz General Insurance Malaysia Berhad p.l.c., Kuala
Lumpur.................................................... 58 98.6
Allianz Global Risks US Insurance Company, Burbank.......... 4,244 100.0
Allianz Hungaria Biztosito Rt., Budapest.................... 118 100.0
Allianz Insurance Company of Singapore Pte. Ltd.,
Singapore................................................. 35 100.0
Allianz Insurance (Hong Kong) Ltd., Hong Kong............... 8 100.0
Allianz Ireland p.l.c., Dublin.............................. 62 100.0
Allianz Irish Life Holdings p.l.c., Dublin.................. 138 66.4
Allianz Life Insurance Co. Ltd., Seoul...................... 341 100.0
F-152
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
EQUITY IN
OPERATING SUBSIDIARIES E(MN) % OWNED(1)
---------------------- --------- ----------
Allianz Life Insurance Company of North America,
Minneapolis............................................... 2,360 100.0
Allianz Life Insurance Company S.A., Athens................. 5 100.0
Allianz Life Insurance Malaysia Berhad p.l.c., Kuala
Lumpur.................................................... 24 100.0
Allianz Marine & Aviation France, Paris..................... 107 100.0
Allianz Mexico S.A. Compania de Seguros, Mexico-City........ 51 100.0
Allianz Nederland Levensverzekering N.V., Utrecht........... 276 100.0
Allianz Nederland Schadeverzekering N.V., Rotterdam......... 184 100.0
Allianz of America Inc., Wilmington......................... 7,864 100.0
Allianz of Canada Inc., Toronto............................. 169 100.0
Allianz poistovna a.s., Prague.............................. 24 100.0
Allianz President General Insurance, Taipeh................. 34 50.0(3)
Allianz President Life Insurance, Taipeh.................... 35 50.0(3)
Allianz Re Dublin Ltd., Dublin.............................. 13 100.0
Allianz Risk Transfer AG, Zurich............................ 387 100.0
Allianz-Slovenska poist'ovna a. s., Bratislava.............. 165 84.6
Allianz Subalpina Societa di Assicurazioni e Riassicurazioni
S p. A., Turin............................................ 189 97.9
Allianz Suisse Lebensversicherungs-Gesellschaft, Zurich..... 266 99.9
Allianz Suisse Versicherungs-Gesellschaft, Zurich........... 574 100.0
Allianz Tiriac Insurance S.A., Bucharest.................... 8 51.6
Allianz Underwriters Insurance Company, Los Angeles......... 45 100.0
Allianz (UK) Ltd., London................................... 658 100.0
Allianz Worldwide Care Ltd., Dublin......................... 12 100.0
Allianz Zagreb d.d., Zagreb................................. 10 52.1
Arab International Insurance Company S.A.E., Cairo.......... 7 80.0
Arab International Life Assurance Company S.A.E., Cairo..... 6 100.0
Assurances Generales de France, Paris....................... 6,080 63.5
Assurances Generales de France IART, Paris.................. 2,231 99.9
Assurances Generales de France Vie, Paris................... 2,971 100.0
Banque AGF, Paris........................................... 449 100.0
Cadence Capital Management LLC, Boston...................... 5 75.9
Colseguros Generales S. A., Bogota.......................... 12 99.9
Commercial Bank Allianz Bulgaria Ltd., Sofia................ 12 99.4
Compagnie d'Assurance de Protection Juridique S.A., Zug..... 6 100.0
Companhia de Seguros Allianz Portugal S.A., Lisbon.......... 63 64.8
Dresdner Bank Luxembourg S.A., Luxembourg................... 572 100.0
Dresdner Bank (Schweiz) AG, Zurich.......................... 37 99.8
Dresdner International Management Services Ltd., Dublin..... 3 100.0
Dresdner Kleinwort Wasserstein (Japan) Ltd., Hong Kong...... 3 100.0
Dresdner Kleinwort Wasserstein Securities SIM S.p.A.,
Milan..................................................... 23 100.0
Dresdner Kleinwort Wasserstein (South East Asia) Ltd.,
Singapore................................................. 135 100.0
F-153
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
EQUITY IN
OPERATING SUBSIDIARIES E(MN) % OWNED(1)
---------------------- --------- ----------
ELVIA Reiseversicherungs-Gesellschaft AG, Zurich............ 18 100.0
Euler Credito y Caution, Madrid............................. 8 100.0
EULER HERMES S.F.A.C. S.A., Paris........................... 318 100.0
Eurovida, S.A. Compania de Seguros y Reaseguros, Madrid..... 36 51.0
Fireman's Fund Insurance Company, Novato.................... 3,578 100.0
GENIALLOYD S.p.A., Milan.................................... 32 99.9
International Reinsurance Company S.A., Luxembourg.......... 32 100.0
Lloyd Adriatico S.p.A., Triest.............................. 702 99.7
Mondial Assistance S.A., Paris Cedex........................ 46 100.0
NFJ Investment Group LP, Dallas............................. 2 100.0
Nicholas Applegate, San Diego............................... 43 100.0
Oppenheimer Capital LLC, Delaware........................... 16 100.0
Orbis Group Ltd., St. Peter Port/Guernsey................... 20 100.0
Ost-West Allianz Insurance Company, Moscow.................. 2 100.0
Pacific Investment Management Company LLC, Delaware......... 131 91.0
PEA Capital LLC, New York City.............................. 3 100.0
PIMCO Advisors Distributors LLC, Delaware................... 35 100.0
Privatinvest Bank AG, Salzburg.............................. 14 74.0
P.T. Asuransi Allianz Utama Indonesia, Jakarta.............. 13 75.4
RAS Tutela Giudiziaria S.p.A., Milan........................ 7 100.0
RB Vita S.p.A., Milan....................................... 143 100.0
RCM Capital Management, San Francisco....................... 25 100.0
RCM (UK) Ltd., London....................................... 26 100.0
Riunione Adriatica di Sicurta S.p.A., Milan................. 4,562 55.5
Treewalk Health Care Ltd., London........................... 25 100.0
T.U. Allianz Polska S.A., Warsaw............................ 35 100.0
T.U. Allianz Polska Zycie S.A., Warsaw...................... 5 100.0
Veer Palthe Voute N.V., Gouda............................... 2 100.0
Wm. H McGee & Co. Inc., New York............................ 44 100.0
Zwolsche Algemeene Schadeverzekering N.V., Nieuwegein....... 44 100.0
---------------
(1) Percentage includes equity participations held by dependent enterprises in
full, even if the Allianz Group's share in the dependent enterprise is under
100%.
(2) 99.78% of the voting share capital.
(3) Controlled by Allianz.
F-154
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
EQUITY IN
ASSOCIATED ENTERPRISES(2) E(MN) % OWNED(1)
------------------------- --------- ----------
Eurohypo AG, Frankfurt/Main................................. 6,017 28.5
GECINA, Paris La Defense.................................... 3,733 23.5
AGF ACTIONS ZONE EURO L..................................... 757 47.0
Regina Verwaltungs-GmbH, Munich............................. 447 50.0
Sophia, Paris............................................... 1,361 28.4
MGL Munchner Gesellschaft fur Luftfahrtwerte GmbH, Munich... 389 50.0
Bilfinger Berger Bauaktiengesellschaft, Mannheim............ 1,785 25.0
Deutsche Schiffsbank AG, Bremen und Hamburg................. 382 40.0
Messer Griesheim Group KG, Frankfurt am Main................ 417 31.7
Kommanditgesellschaft Allgemeine Leasing GmbH & Co.,
Grunwald.................................................. 98 40.5
CL Eurofactor France, Asnieres.............................. 368 15.1
AGF Emprunts d'Etat......................................... 165 35.6
Oddo, Paris................................................. 202 27.0
Pan-Vermogensverwaltungsgesellschaft mbH, Munich............ 173 25.4
AV Packaging GmbH, Munich................................... 75 48.5
AGF Japon................................................... 136 26.5
---------------
(1) Including shares held by dependent subsidiaries.
(2) Associated enterprises are all those enterprises other than affiliated
enterprises or joint ventures, in which the Group has an interest of between
20% and 50% regardless of whether a significant influence is exercised or
not. The presented associated enterprises represent 90% of total carrying
amount of investments in associated enterprises.
F-155
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
OTHER SELECTED HOLDINGS IN EQUITY IN BALANCE SHEET
LISTED COMPANIES(1) E(MN) % OWNED(2) GROUP EQUITY NET PROFIT DATE
-------------------------- --------- ---------- ------------ ---------- -------------
E(MN) E(MN)
AMB Generali Holding AG,
Munich..................... 183 5.8 2,916 9 12/31/2003
Banco Popular Espanol S.A.,
Madrid..................... 1,014 9.4 3,258 778 12/31/2003
Banco Portugues de
Investimento (BPI -- SGPS)
S.A., Porto................ 189 8.9 1,227 164 12/31/2003
BASF AG, Ludwigshafen........ 643 2.6 15,878 977 12/31/2003
Bayer AG, Leverkusen......... 960 5.6 12,336 (1,349) 12/31/2003
Bayerische Motorenwerke AG,
Munich..................... 951 3.8 16,150 1,947 12/31/2003
Beiersdorf AG, Hamburg....... 1,339 16.6 1,831 301 12/31/2003
Bollore Investissement S.A.,
Puteaux.................... 172 16.0 1,346 102 12/31/2002
Credit Agricole S.A.,
Paris...................... 930 3.3 28,014 1,286 12/31/2003
E.ON AG, Dusseldorf.......... 1,275 3.6 34,398 5,111 12/31/2003
Hana Bank, Seoul............. 236 8.2 1,832 214 12/31/2002
HeidelbergCement AG,
Heidelberg................. 510 15.1 4,185 133 12/31/2003
Heidelberger Druckmaschinen
AG, Heidelberg............. 316 12.0 1,230 (695) 3/31/2004
KarstadtQuelle AG, Essen..... 244 10.5 1,709 113 12/31/2003
Linde AG, Wiesbaden.......... 591 11.6 3,886 109 12/31/2003
mg technologies ag,
Frankfurt/Main............. 218 10.1 1,705 (195) 12/31/2003
Munchener Ruckversicherungs-
Gesellschaft
Aktiengesellschaft in
Munchen, Munich............ 2,767 12.4 19,382 (400) 12/31/2003
RWE AG, Essen................ 898 5.1 9,065 936 12/31/2003
Schering AG, Berlin.......... 917 11.8 2,918 446 12/31/2003
Siemens AG, Munich........... 777 1.4 23,715 2,541 9/30/2003
Total S.A., Paris............ 742 1.2 31,070 7,219 12/31/2003
Unicredito Italiano S.p.A.,
Milan...................... 1,337 4.9 11,736 1,793 12/31/2003
Worms et Cie, Paris.......... 292 14.8 2,012 112 12/31/2003
---------------
(1) Market value Greater-Equal to E100 million or percentage of shares owned
Greater-Equal to 5%, or market value Greater-Equal to E500 million, without
trading portfolio of banking business.
(2) Including shares held by dependent subsidiaries (incl. consolidated
investment funds).
F-156
ALLIANZ GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2003, 2002 AND 2001
OTHER INTERESTS
Associated or other non-consolidated asset management companies hold the
following shareholdings in the listed companies shown below.
INTEREST OF THE
ALLIANZ GROUP
EQUITY INVESTMENTS HELD BY ASSET MANAGEMENT COMPANIES IN THE ASSET
------------------------------------------------------------------ MANAGEMENT
BALANCE SHEET COMPANIES
MARKET VALUE % OWNED GROUP EQUITY NET PROFIT DATE % OWNED
------------ ------- ------------ ---------- ------------- ---------------
E(MN) E(MN) E(MN)
Deutsche Lufthansa AG,
Cologne................... 508 10.0 4,172 722 12/31/2002 50
MAN AG, Munich.............. 856 24.2 2,891 147 12/31/2002 50
DISCLOSURE OF EQUITY INVESTMENTS
Information is filed separately with the Commercial Register in Munich (HRB
7158) and published on our website together with the documentation for the
Annual General Meeting.
F-157
SCHEDULE I
ALLIANZ GROUP
SUMMARY OF INVESTMENTS*
DECEMBER 31, 2003
AMOUNT
AMORTIZED SHOWN IN
COST FAIR VALUE BALANCE SHEET
--------- ---------- -------------
E(MN) E(MN) E(MN)
Fixed maturities:
Government and agency mortgage-backed securities
(residential and commercial)........................... 6,526 6,462 6,462
Corporate mortgage-backed securities (residential and
commercial)............................................ 535 557 557
Other asset-backed securities............................. 929 957 957
Government Bonds:
Germany................................................ 55,592 57,667 57,657
Italy.................................................. 21,182 21,790 21,771
France................................................. 10,670 11,166 11,155
Spain.................................................. 6,264 6,649 6,649
Belgium................................................ 4,062 4,181 4,181
Austria................................................ 4,014 4,095 4,093
Greece................................................. 2,845 2,917 2,917
Netherlands............................................ 2,428 2,497 2,497
Switzerland............................................ 2,400 2,467 2,466
United States.......................................... 2,316 2,375 2,375
Korea.................................................. 2,029 2,042 2,042
United Kingdom......................................... 1,947 1,971 1,971
Portugal............................................... 1,910 1,924 1,924
Australia.............................................. 1,567 1,556 1,556
Finland................................................ 1,136 1,186 1,186
Luxembourg............................................. 1,047 1,074 1,074
Ireland................................................ 795 810 810
Hungary................................................ 660 633 633
Canada................................................. 568 579 579
Mexico................................................. 564 619 586
Sweden................................................. 417 436 436
Slovakia............................................... 394 396 396
All other countries.................................... 1,900 1,931 1,933
Corporate Bonds:
Public utilities....................................... 7,403 7,876 7,876
All other corporate bonds.............................. 79,968 82,938 82,867
Other fixed maturity investments............................ 339 344 339
------- ------- -------
Total fixed maturities............................... 222,407 230,095 229,945
------- ------- -------
Equity securities:
Common stocks:
Public utilities....................................... 4,339 5,158 5,158
Banks, insurance companies, funds...................... 13,132 15,386 15,386
Industrial, miscellaneous and all other................ 25,514 27,658 27,658
Non-redeemable preferred stocks........................ 61 68 68
------- ------- -------
Total equity securities.............................. 43,046 48,270 48,270
Mortgage loans on real estate............................... 13,831 13,831 13,831
Real Estate................................................. 10,501 13,804 10,501
Policy loans................................................ 2,416 2,416 2,416
Short-term investments...................................... 1,544 1,544 1,544
Other investments........................................... 4,280 4,338 4,338
------- ------- -------
Total investments.................................... 298,025 314,298 310,845
======= ======= =======
---------------
* Includes all Allianz Group investments except trading portfolios.
S-1
SCHEDULE II
ALLIANZ AKTIENGESELLSCHAFT
PARENT ONLY CONDENSED BALANCE SHEETS (IFRS BASIS)*
AT DECEMBER 31, 2003 AND 2002
2003 2002
------ ------
E(MN) E(MN)
Assets:
Investment in subsidiaries and affiliates................... 56,329 53,652
Other invested assets....................................... 24,550 20,729
Insurance reserves ceded.................................... 3,978 4,429
Cash funds and cash equivalents............................. 13 41
Other assets................................................ 8,424 6,432
------ ------
93,294 85,283
====== ======
Liabilities & Shareholders' Equity:
Insurance reserves.......................................... 17,169 18,389
Participation certificates and subordinated liabilities..... 3,606 4,024
Certificated liabilities.................................... 23,049 22,849
Other liabilities........................................... 20,878 18,347
------ ------
64,702 63,609
Shareholders' equity........................................ 28,592 21,674
------ ------
93,294 85,283
====== ======
---------------
* For reasons of comparability with the current reporting year, prior year
figures were adjusted through reclassifications that do not affect net income
or shareholders' equity.
S-2
SCHEDULE II
ALLIANZ AKTIENGESELLSCHAFT
PARENT ONLY CONDENSED STATEMENTS OF INCOME (IFRS BASIS)*
YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001
2003 2002 2001
------ ------ -----
E(MN) E(MN) E(MN)
Revenues:
Net premiums earned....................................... 3,608 3,783 3,479
Investment income......................................... 665 3,169 2,663
Other income.............................................. 433 470 307
------ ------ -----
4,706 7,422 6,449
Expenses:
Insurance benefits........................................ 2,855 3,102 3,401
Acquisition costs and administrative expenses............. 1,160 1,367 1,154
Investment expense........................................ 1,645 1,591 1,003
Other expense............................................. 704 578 831
------ ------ -----
6,364 6,638 6,389
------ ------ -----
Income before tax........................................... (1,658) 784 60
Income tax................................................ (797) (868) (638)
------ ------ -----
Income before equity in undistributed net income of
subsidiaries.............................................. (861) 1,652 698
Equity in undistributed net income of subsidiaries.......... 2,751 (3,148) 887
------ ------ -----
Net Income............................................. 1,890 (1,496) 1,585
====== ====== =====
---------------
* For reasons of comparability with the current reporting year, prior year
figures were adjusted through reclassifications that do not affect net income
or shareholders' equity.
S-3
SCHEDULE II
ALLIANZ AKTIENGESELLSCHAFT
PARENT ONLY CONDENSED STATEMENT OF CASH FLOWS (IFRS BASIS)*
YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001
2003 2002 2001
------ ------- ------
E(MN) E(MN) E(MN)
Cash flows from operating activities:
Net income................................................ 1,890 (1,496) 1,585
Adjustments to reconcile net income to cash provided by
operating activities:
Equity in undistributed net income of consolidated
subsidiaries.......................................... (2,751) 3,148 (887)
Change in insurance reserves -- net.................... (769) 968 844
Change in other assets................................. (1,992) (2,544) (749)
Change in other liabilities............................ 2,530 3,824 6,261
------ ------- ------
Net cash (used) provided by operating activities............ (1,092) 3,900 7,054
------ ------- ------
Cash flows from investing activities:
Change in investments in subsidiaries..................... (2,677) (3,609) (1,517)
Change in other invested assets........................... (3,821) 1,984 (8,056)
------ ------- ------
Net cash used in investing activities....................... (6,498) (1,625) (9,573)
------ ------- ------
Cash flows from financing activities:
Change in certificated liabilities, participation
certificates and subordinated liabilities.............. (218) 9,274 7,219
Net proceeds from issuance of common stocks and additional
paid in capital........................................ 4,562 16 275
Dividends paid............................................ (374) (364) (369)
Other changes on shareholders' capital.................... 3,592 (11,244) (4,583)
------ ------- ------
Net cash provided (used) by financing activities............ 7,562 (2,318) 2,542
------ ------- ------
Net (decrease) increase in cash............................. (28) (43) 23
Cash at January 1........................................... 41 84 61
------ ------- ------
Cash at December 31......................................... 13 41 84
====== ======= ======
---------------
* For reasons of comparability with the current reporting year, prior year
figures were adjusted through reclassifications that do not affect net income
or shareholders' equity.
S-4
SCHEDULE III
ALLIANZ GROUP
SUPPLEMENTARY INSURANCE INFORMATION*
DECEMBER 31, 2003, 2002 AND 2001
FUTURE
POLICY OTHER
DEFERRED BENEFITS, POLICY
POLICY LOSSES, CLAIMS AND PREMIUM
ACQUISITION CLAIMS AND UNEARNED BENEFITS REVENUE
COSTS LOSS EXPENSE PREMIUMS PAYABLE (EARNED)
GROSS GROSS GROSS GROSS NET
----------- ------------ -------- ---------- --------
E(MN) E(MN) E(MN) E(MN) E(MN)
At and for the year ended December 31,
2003:
Life/Health.............................. 9,417 216,790 236 16,639 19,402
Property-Casualty........................ 3,416 63,887 11,962 1,957 36,576
------ ------- ------ ------ ------
Total............................... 12,833 280,677 12,198 18,596 55,978
====== ======= ====== ====== ======
At and for the year ended December 31,
2002:
Life/Health.............................. 7,676 209,159 209 15,182 19,410
Property-Casualty........................ 3,174 66,911 12,039 2,263 35,723
------ ------- ------ ------ ------
Total............................... 10,850 276,070 12,248 17,445 55,133
====== ======= ====== ====== ======
At and for the year ended December 31,
2001:
Life/Health.............................. 8,327 195,004 241 20,010 18,979
Property-Casualty........................ 3,169 69,333 12,150 2,774 33,766
------ ------- ------ ------ ------
Total............................... 11,496 264,337 12,391 22,784 52,745
====== ======= ====== ====== ======
---------------
* After eliminating intra-Allianz Group transactions between segments.
S-5
SCHEDULE III
ALLIANZ GROUP
SUPPLEMENTARY INSURANCE INFORMATION*
DECEMBER 31, 2003, 2002 AND 2001
BENEFITS AMORTIZATION
CLAIMS, OF DEFERRED
LOSSES AND POLICY OTHER
INVESTMENT SETTLEMENT ACQUISITION OPERATING PREMIUMS
INCOME EXPENSES COSTS EXPENSES WRITTEN
NET NET NET NET NET
---------- ---------- ------------ --------- --------
E(MN) E(MN) E(MN) E(MN) E(MN)
At and for the year ended December 31,
2003:
Life/Health............................. 9,325 24,229 1,937 3,907 19,438
Property-Casualty....................... 5,894 26,203 5,553 7,338 37,305
------ ------ ----- ------ ------
Total.............................. 15,219 50,432 7,490 11,245 56,743
====== ====== ===== ====== ======
At and for the year ended December 31,
2002:
Life/Health............................. 6,495 21,648 2,358 3,376 19,404
Property-Casualty....................... 6,913 28,141 5,783 7,569 36,392
------ ------ ----- ------ ------
Total.............................. 13,408 49,789 8,141 10,945 55,796
====== ====== ===== ====== ======
At and for the year ended December 31,
2001:
Life/Health............................. 7,981 22,679 2,523 2,772 18,960
Property-Casualty....................... 6,707 27,475 4,983 8,495 34,790
------ ------ ----- ------ ------
Total.............................. 14,688 50,154 7,506 11,267 53,750
====== ====== ===== ====== ======
---------------
* After eliminating intra-Allianz Group transactions between segments.
S-6
SCHEDULE IV
ALLIANZ GROUP
SUPPLEMENTARY REINSURANCE INFORMATION*
FOR THE YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001
DIRECT CEDED TO ASSUMED AMOUNT
GROSS OTHER FROM OTHER NET ASSUMED
AMOUNT COMPANIES COMPANIES AMOUNT TO NET
------- --------- ---------- ------- -------
E(MN) E(MN) E(MN) E(MN)
2003:
Life insurance in force..................... 624,901 (62,231) 44,096 606,766 7.27%
======= ======= ====== =======
Premiums earned:
Life/Health insurance(1).................. 19,968 (1,242) 676 19,402 3.48%
Property-Casualty insurance, including
title insurance(2)..................... 40,111 (5,528) 1,993 36,576 5.45%
------- ------- ------ -------
Total premiums....................... 60,079 (6,770) 2,669 55,978 4.77%
======= ======= ====== =======
2002:
Life insurance in force(3).................. 616,019 (74,308) 48,051 589,762 8.15%
======= ======= ====== =======
Premiums earned:
Life/Health insurance(1).................. 19,967 (1,207) 650 19,410 3.35%
Property-Casualty insurance, including
title insurance(2)..................... 39,796 (6,150) 2,077 35,723 5.81%
------- ------- ------ -------
Total premiums....................... 59,763 (7,357) 2,727 55,133 4.95%
======= ======= ====== =======
2001:
Life insurance in force(3).................. 562,634 (65,674) 43,256 540,216 8.01%
======= ======= ====== =======
Premiums earned:
Life/Health insurance(1).................. 19,375 (1,169) 773 18,979 4.07%
Property-Casualty insurance, including
title insurance(2)..................... 32,626 (6,668) 7,808 33,766 23.12%
------- ------- ------ -------
Total premiums....................... 52,001 (7,837) 8,581 52,745 16.27%
======= ======= ====== =======
---------------
(1) Life/Health have been combined for this schedule.
(2) Title insurance has been combined with Property-Casualty insurance.
(3) Life insurance in force amounts for prior years have been adjusted for
reasons of comparability with the current year presentation.
* After eliminating intra-Allianz Group transactions between segments.
S-7
SIGNATURES
The registrant certifies that it meets all of the requirements for filing
on Form 20-F and has duly caused and authorized the undersigned to sign this
annual report on its behalf.
ALLIANZ AKTIENGESELLSCHAFT
/s/ MICHAEL DIEKMANN
--------------------------------------
Name: Michael Diekmann
Title: Chief Executive Officer
/s/ DR. HELMUT PERLET
--------------------------------------
Name: Dr. Helmut Perlet
Title: Chief Financial Officer
Date: July 15, 2004
EXHIBIT INDEX
EXHIBIT
NUMBER DOCUMENT
------- --------
1.1 Articles of Association, dated June 18, 2004
4.1 Principles of Cooperation between Allianz AG and Munich Re,
dated May 2000 (Incorporated by reference to Exhibit 3.1 to
the Registrant's Registration Statement on Form 20-F (File
No. 1-15154))
4.2 Letter of Intent between Allianz AG and Munich Re, dated May
4, 2000 (Incorporated by reference to Exhibit 3.2 to the
Registrant's Registration Statement on Form 20-F (File No.
1-15154))
4.3 Agreement in Principle between Allianz AG and Munich Re,
dated April 4, 2001 (Incorporated by reference to Exhibit
4.3 to the Registrant's Annual Report on Form 20-F for the
year ended December 31, 2000)
4.4 Basic Agreement between Allianz AG and Dresdner Bank, dated
March 31, 2001 (Incorporated by reference to Exhibit 4.4 to
the Registrant's Annual Report on Form 20-F for the year
ended December 31, 2000)
4.5 First Supplement to Principles of Cooperation between
Allianz AG and Munich Re, dated December 2001 (Incorporated
by reference to Exhibit 4.5 to the Registrant's Annual
Report on Form 20-F for the year ended December 31, 2001)
4.6 Second Supplement to Principles of Cooperation between
Allianz AG and Munich Re, dated December 19, 2002
(Incorporated by reference to Exhibit 4.6 to the
Registrant's Annual Report on Form 20-F for the year ended
December 31, 2002)
4.7 Third Supplement to Principles of Cooperation between
Allianz AG and Munich Re, dated March 20, 2003 (Incorporated
by reference to Exhibit 4.7 to the Registrant's Annual
Report on Form 20-F for the year ended December 31, 2002)
4.8 Cancellation Agreement with respect to the Principles of
Cooperation between Allianz AG and Munich Re, dated October
2003
8.1 List of subsidiaries
12.1 Certification of the Chief Executive Officer required by
Section 302 of the Sarbanes-Oxley Act of 2002
12.2 Certification of the Chief Financial Officer required by
Section 302 of the Sarbanes-Oxley Act of 2002
13.1 Certification of the Chief Executive Officer required by
Section 906 of the Sarbanes-Oxley Act of 2002
13.2 Certification of the Chief Financial Officer required by
Section 906 of the Sarbanes-Oxley Act of 2002
14.1 Consent of KPMG Deutsche Treuhand-Gesellschaft AG
Wirtschaftsprufungsgesellschaft