4.4 Legal risk - Scor

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CASH FLOWS BY SEGMENT The cash flows, by segment, are presented as follows: SCOR Global P&C FOR THE YEAR ENDED 31 DECEMBER 2012 2011 2010 SCOR SCOR SCOR SCOR SCOR Global Global Global Global Global Life Total P&C Life Total P&C Life In EUR million Total Cash and cash equivalents at 1 January 705 576 1,281 687 320 1,007 752 573 1,325 Net cash flows from operations 534 227 761 402 128 530 457 199 656 Net cash flows from investing activities (464) 26 (438) (355) (225) (580) (289) (441) (730) Net cash flows from financing activities 11 (157) (146) (68) 340 272 (281) (33) (314) Effect of changes in foreign exchange rates - 8 8 39 13 52 48 22 70 Cash and cash equivalents at 31 December 786 680 1,466 705 576 1,281 687 320 1,007 20.1.6.3 NOTE 3 - ACQUISITIONS AND DISPOSALS The following sections describe acquisitions and disposals which either occurred or for which the accounting was finalized in 2012, 2011 and 2010 respectively. ACQUISITION OF TRANSAMERICA RE (“TARE”) On 9 August 2011, SCOR acquired the mortality risk reinsurance business of Transamerica Re, a part of AEGON. Transamerica Re was a division of AEGON, but not a standalone legal entity. The operations acquired relate solely to biometric risks. The acquisition included a series of retrocession agreements from AEGON to SCOR Global Life US entities. As part of the acquisition, SCOR also purchased from AEGON one Irish entity, Transamerica International Reinsurance Ireland Limited subsequently renamed to SCOR International Reinsurance Ireland Limited. Acquisition date After obtaining all required authorization needed from the insurance or reinsurance regulators in the United States and Ireland, SCOR acquired the mortality risk reinsurance business of Transamerica Re on 9 August 2011. Determination of purchase price The total consideration for the acquired mortality risk reinsurance business of Transamerica Re amounts to EUR 644 million (USD 916 million). In May 2012 SCOR received from the final net settlement and purchase price agreement a redemption of EUR 2 million (USD 3 million) from AEGON. The transaction was financed by SCOR through the use of own funds and limited debt issuance, without the issuance of any new shares. Provisional and final allocation of purchase price In accordance with IFRS 3, the accounting of a business combination can be reviewed within one year from the acquisition date. 216
Provisional and final fair value of assets and liabilities acquired TRANSAMERICA RE: FAIR VALUE OF ASSETS AND LIABILITIES ACQUIRED AS AT 9 AUGUST 2011 In EUR million (1) 2011 Provisional 2012 Adjustments Assets 2012 Final Value of business acquired 540 6 546 Investments 866 5 871 Share of retrocessionaires in contract liabilities (115) (30) (145) Other assets 435 (31) 404 Cash and cash equivalents 494 - 494 TOTAL ASSETS 2,220 (50) 2,170 Liabilities Contract liabilities 1,152 (11) 1,141 Other liabilities 298 (38) 260 TOTAL LIABILITIES 1,450 (49) 1,401 Fair value of net assets 770 (1) 769 Consideration (646) 2 (644) Impact of foreign exchange 3 (1) 2 Gain from bargain purchase (2) 127 - 127 (1) Based on the EUR/USD exchange rate at the date of acquisition (2) Gain from bargain purchase valued at the average EUR/USD exchange rate of 0.7148 for the year ended 31 December 2011 The provisional accounting for the acquisition of Transamerica Re generated a gain from bargain purchase of EUR 127 million as the fair value of net assets of EUR 770 million was in excess of the aggregate consideration of EUR 646 million. The gain from bargain purchase included an impact of EUR 3 million foreign exchange gain using the average EUR/USD exchange rate of 0.7148 for the year ended 31 December 2011. In March 2012, SCOR agreed with AEGON on the conclusion of the settlement for the acquired business and received a closing payment in May 2012. On 9 August 2012, the accounting was finalized with no material changes in fair value of net assets acquired (EUR 769 million). These changes reflect the availability and use of more up to date information. Intangible assets Historic intangible assets, including goodwill, deferred acquisition costs and value of business acquired (VOBA) have been de-recognized. Value of business acquired (VOBA) The VOBA has been estimated at EUR 546 million based on the best estimate of expected future profits using a discount rate including an appropriate risk premium. This intangible asset will be amortized over the lifetime of the underlying treaties, in line with expected emergence of profits. Investments Fair values have been determined for investments based mainly on quoted market prices. If quoted market prices were not available, valuation models were applied. Share of retrocessionaires in contract liabilities Mathematical reserves, claims reserves and share of retrocessionaires in Contract Liabilities have been recorded based on best estimate assumptions at the time of acquisition. Other assets and liabilities Other assets and liabilities have been recorded at their estimated fair value. Deferred tax has been recognized on the timing differences arising from the purchase price allocation. These balances represent payable and recoverable amounts which the SCOR Group expects to realize. Gain from bargain purchase The management of SCOR measured the fair value of the separately recognizable identifiable assets acquired and the liabilities assumed as at the acquisition date. The cost of the investment was lower than the fair value of the net assets acquired. This difference, or gain from bargain purchase of EUR 127 million, was recorded in the consolidated statement of income for the year ended 31 December 2011 of the SCOR Group. 217
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NOTICE Certain statements contained
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1 Person responsible 8 1.1 Name and
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13 Profit forecasts or estimates 11
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8 PERSON RESPONSIBLE
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1 PERSON RESPONSIBLE 1.1 Name and t
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2.1 Auditors 13 2.2 Resignation or
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14 SELECTED FINANCIAL INFORMATION
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3 GROUP KEY FIGURES (UNDER CURRENT
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4.1 Risk related to the business en
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claims or surrenders of policies th
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B. Life reinsurance The main catego
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statutory reserve requirements or h
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B. SCOR is exposed to Guaranteed Mi
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4.1.9 FINANCIAL RATINGS PLAY AN IMP
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and amortization expenses related t
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F. Deposits with custodians As part
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4.2.2 SCOR FACES RISKS RELATED TO I
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Details of intangible assets, relat
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4.4.2 INCONSISTENT APPLICATION OF E
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See “Appendix B - II. Internal co
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5.1 History and development of the
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proportion of the voting rights hel
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Gerling Global Re Group, which deve
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5.2 Investments 5.2.1 PRINCIPAL INV
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6.1 Primary activities 53 6.2 Princ
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The targets of the strategic plan a
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B. Proportional and non-proportiona
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payment of commercial debts. Surety
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Long-Term Care Long-Term Care (“L
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with local lines of business and po
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transfer solutions (e.g., catastrop
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Retrocession procedures are central
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The portion invested in fixed incom
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6.2 Principal markets SCOR is chara
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On 6 March 2010, STOXX announced SC
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The premiums up for renewal, which
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75 ORGANIZATIONAL STRUCTURE
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E U R O P E 7 ORGANIZATIONAL STRUCT
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7.1.1.2 Project "New SCOR" In conne
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7.2 List of issuer’s significant
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8.1 Major existing or planned prope
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86 OPERATING AND FINANCIAL REVIEW
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9 OPERATING AND FINANCIAL REVIEW Th
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year ended 31 December 2012 down fr
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In 2011, SCOR was affected by the f
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31 March 2014. This transaction suc
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Net investment income and investmen
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IFRS classification In EUR million
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Combined ratio For detailed calcula
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10.1 Capital 103 10.2 Cash flow 103
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FINANCIAL LEVERAGE As at 31 Decembe
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11.1 Research and development activ
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studies and publications produced o
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12.1 Most significant trends in pro
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SCOR Global Life expects business o
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114 PROFIT FORECASTS OR ESTIMATES
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116 ADMINISTRATIVE AND MANAGEMENT B
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14 ADMINISTRATIVE AND MANAGEMENT BO
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Name Date of Birth Other principal
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Clariden Leu and from 10 January 20
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Name Age Current Position Executive
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of Alea Europe from 1999 to 2006, w
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134 REMUNERATION AND BENEFITS
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15 REMUNERATION AND BENEFITS 15.1 A
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and analysts; deepening of the empl
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Subscription and share purchase opt
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Year 2011 Year 2010 Premium/ Gross
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144 BOARD PRATICES
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16 BOARD PRATICES 16.1 Date of expi
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148 EMPLOYEES
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17 EMPLOYEES 17.1 Number of employe
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17.2.2 STOCK OPTIONS HELD BY THE ME
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Options exercised Number of stock o
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Plan Share award rights Price per s
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180 of the Commercial Code, options
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(5) Absolute appliance of Group’s
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The following table shows the free
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Shareholders meeting and Company's
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Page 170 and 171: 18.1 Significant shareholders known
Page 172 and 173: Distribution of capital (number of
Page 174 and 175: On 4 July 2012, Alecta Pensionsför
Page 176 and 177: 19.1 Related party transactions 177
Page 178 and 179: Amendment #7 to the retrocession ag
Page 180 and 181: The Board of Directors of SCOR SE,
Page 182 and 183: absorption of its wholly owned subs
Page 184 and 185: to the Facility Agreement granted/w
Page 186 and 187: adjusted on the date of departure b
Page 188 and 189: 188 FINANCIAL INFORMATION CONCERNIN
Page 190 and 191: 20 FINANCIAL INFORMATION CONCERNING
Page 192 and 193: LIABILITIES AS AT 31 DECEMBER In EU
Page 194 and 195: 20.1.3 CONSOLIDATED STATEMENTS OF C
Page 196 and 197: 20.1.5 CONSOLIDATED STATEMENTS OF C
Page 198 and 199: 20.1.6 NOTES TO THE CONSOLIDATED FI
Page 200 and 201: • Amendments to IAS 19 - Employee
Page 202 and 203: Intangible assets The cost of intan
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Page 208 and 209: available and the reserves are adju
Page 210 and 211: Shadow accounting For the measureme
Page 212 and 213: together with actuarial assumptions
Page 214 and 215: The following table sets forth the
Page 218 and 219: SCOR recognised the redemption rece
Page 220 and 221: PRO FORMA STATEMENT OF INCOME 2011
Page 222 and 223: 2009 In EUR million (1) Provisional
Page 224 and 225: The Group conducted its annual asse
Page 226 and 227: 20.1.6.6 NOTE 6 - INSURANCE BUSINES
Page 228 and 229: (B) MOVEMENTS IN LEVEL 3 FINANCIAL
Page 230 and 231: Financial lease contracts The Group
Page 232 and 233: At 31 December 2012 and 2011, the u
Page 234 and 235: MORTALITY SWAPS On 1 January 2008,
Page 236 and 237: 20.1.6.10 NOTE 10 - ASSUMED AND CED
Page 238 and 239: Issued share capital The number of
Page 240 and 241: CAPITAL MANAGEMENT POLICY, OBJECTIV
Page 242 and 243: Share-based payments The caption
Page 244 and 245: SCOR has entered into a cross-curre
Page 246 and 247: SCOR Global P&C The table below sho
Page 248 and 249: The table below is a reconciliation
Page 250 and 251: (C) SHARE OF RETROCESSIONAIRES IN C
Page 252 and 253: (c) Defined benefits pension cost 2
Page 254 and 255: The following table summarizes the
Page 256 and 257: The table below presents the change
Page 258 and 259: The performance conditions will be
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In the event of termination of the
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SIGNIFICANT SUBSIDIARIES, INVESTMEN
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20.1.6.25 NOTE 25 - COMMITMENTS REC
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and documented before the pricing i
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(iv) Pandemic In Life reinsurance,
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Different types of GMDBs are covere
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(b) Receivables from retrocessionai
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(i) Default of pool members SCOR pa
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Additional information on the timin
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On the other hand, an increase in i
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The market sensitivities of the Gro
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20.2 Auditing of historical consoli
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Other information audited by the le
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21.1 Share capital 293 21.2 Charter
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Directors of SCOR SE decided on 28
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Number initially authorized (date o
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Objective 1. Stimulation of the sec
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21.1.7 HISTORY OF THE COMPANY’S S
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Board of Directors’ borrowing pow
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maintained by BNP on our behalf. Ea
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Proxies may be granted by a shareho
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Shareholders’ Meeting that may ta
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22 MATERIAL CONTRACTS None. 310
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23.1 Expert’s report 313 23.2 Inf
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314 DOCUMENTS ON DISPLAY
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316 INFORMATION ON HOLDINGS
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318 NON FINANCIAL INFORMATION
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320 FEES PAID BY THE GROUP TO THE A
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322 PUBLISHED INFORMATION
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28 PUBLISHED INFORMATION 28.1 Infor
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Date Subject Marchés Financiers 27
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328
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1.1 Significant events of the year
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1.2 Balance sheet 1.2.1 BALANCE SHE
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1.3 Income statement In EUR million
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In EUR million NON-UNDERWRITING ACC
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1.5 NOTES TO THE CORPORATE FINANCIA
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1.7 RECORDING OF REINSURANCE TRANSA
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1.12 FINANCIAL INSTRUMENTS RECEIVED
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Name Original currency Share capita
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NOTE 4 - TRANSACTIONS WITH SUBSIDIA
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(b) Financial liabilities • Initi
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• EUR 44 million in reserves for
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NOTE 10 - ANALYSIS OF GENERAL EXPEN
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Number of which to Group directors
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NOTE 15 - ANALYSIS OF COMMITMENTS G
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Appeal of Versailles. On the basis
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aforementioned notes is appropriate
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362 APPENDIX B: REPORT OF THE CHAIR
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APPENDIX B: REPORT OF THE CHAIRMAN
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Pursuant to the Internal Charter, t
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Lastly, Directors are required to i
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The Audit Committee is composed of
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Every year, the conditions of remun
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Moreover, the Chairman and Chief Ex
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The Group SCOR consists of the pare
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Within this environment, control re
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organization, training sessions tar
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For SCOR Global Life: - an internal
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(D) INFORMATION AND COMMUNICATION
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• enhanced audit trail. The initi
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Other information We confirm that t
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APPENDIX C: GLOSSARY* *This glossar
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D DECENNIAL INSURANCE Decennial ins
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M MARINE AND AVIATION INSURANCE ALS
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RETROCESSION Transaction in which t
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elevant at the date of acquisition.
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1 Operating and financial review of
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1.2 Operating results of SCOR SE du
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3.2 Group social indicators 3.2.1 D
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As a global company organised into
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3.2.10 Distribution by age Indicato
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in cooperation with the company doc
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- The items pertain to the entire G
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• Two approaches have been develo
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POLLUTION AND WASTE MANAGEMENT Info
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BIODIVERSITY PROTECTION formation r
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The Group’s French subsidiaries a
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5.5 OTHER ACTIONS TAKEN IN SUPPORT
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7 STATUTORY AUDITORS’REPORT ON TH
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426 APPENDIX E: CROSS REFERENCE TAB
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European Company With a share capit
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4.4 Legal risk - Scor

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