Generali PPF Holding Annual Report 2012
Transcription
Generali PPF Holding Annual Report 2012
GROWTH ) Generali PPF Holding Annual Report 2012 Progress / } HONESTY ... GENERALI PPF HOLDING ANNUAL REPORT 2012 INTERVIEW WITH THE CHAIRMAN AND CEO Generali PPF Holding is a leading insurance group providing know-how and a professional base for its insurance companies in Central and Eastern Europe. At 2012 year-end Generali PPF Holding operated in 14 countries – Belarus, Bulgaria, Croatia, the Czech Republic, Hungary, Kazakhstan, Montenegro, Poland, Romania, Russia, Serbia, Slovakia, Slovenia and Ukraine. Companies in these countries took care of more than 13 million clients and total assets of 16.2 billion. In 2012 total gross written premium income amounted to 3.5 billion. Ukraine Generali Life Insurance Belarus Russia Generali Generali PPF Life Insurance Generali PPF General Insurance Poland Generali & Generali Życie Proama Czech Republic Česká pojišťovna Generali Pojišťovna Slovakia Generali Slovensko Hungaria Generali Providencia Kazakhstan Slovenia Generali Life Generali Zavarovalnica Romania Croatia Generali osiguranje Montenegro Delta Generali Osiguranje Podgorica Generali Romania Serbia Delta Generali Osiguranje Bulgaria Generali Bulgaria Holding GP Reinsurance 2 SUCCESS TO ME IS... / DESPIT E T HE CONTINUING MACROE CON OMIC DIFFICULT IE S WITHIN THE CEE RE GION, W HICH ST IL L N E GATIVELY AF F ECT THE IN SURANCE MARKE T, GE NERAL I PPF HOL DING MAN AGE D TO DE L IVER ROBUST PERF ORMAN CE IN 2 012 . BEHIN D OUR SUCCESS IS A SHARED BON D THAT BIN DS US TO ACHIEVE OUR SET GOALS AN D T O PROVE T O OUR CLIENT S T HAT W E ARE T HE IR T RUSTWORTHY PARTNER. N O MAT TE R WHAT. To ME SUCCESS is... ...ability to effectively implement a growth strategy while maintaining profitability. Ladislav Bartoníček, CEO of Generali PPF Holding ...to build strategy and client oriented team and culture. Dmitriy Nadirov, CEO of Generali Life Kazakhstan ...willingness to make changes leading to significant efficiency improvement, reduction of expenses while maintening the sustainable profitgenerating capability. Mihály Erdös, CEO of Generali-Providencia Biztosító, Hungary ...promising rate of expansion in key market segments. Artur Olech, CEO of Generali Poland 33 GENERALI PPF HOLDING ANNUAL REPORT 2012 TABLE OF CONTENTS Table of Contents 5 Letter from the Chairman and CEO 8 Economic and Insurance Market Development 15 Generali PPF Holding Profile 19 The Holding’s Management 25 The Holding’s Major Subsidiaries 34 Financial Section 4 GENERALI PPF HOLDING ANNUAL REPORT 2012 INTERVIEW LETTER FROM WITH THE THE CHAIRMAN CHAIRMAN AND AND CEO CEO Letter from the Chairman and CEO Dear stakeholder, Since the creation of GPH in 2007, we have become one of the leading players in Central-Eastern Europe. Over the last four years, gross premiums have grown to reach €3.5 billion in 2012, with the number of customers increasing substantially to 14 million. CEE is a region with excellent prospects that will continue to be a key growth driver for Generali going forward. These are rapidly evolving insurance markets and we expect market growth in terms of premium income to be double that of Western Europe and for profitability to rise at similar levels over the period 2011–2017. To reinforce our position in this promising market, in January 2013 the Generali Group reached an agreement to buy out the PPF Group’s minority stake in GPH, providing clarity over Generali’s overarching strategy in the region. We will maintain our relationship with PPF until the deal’s completion in 2014, as we fully integrate the business into Generali. As the first step in this process, Luciano Cirinà has been appointed as the new CEO of GPH, and assumed this role as of 28 March 2013. Luciano has extensive experience within the Generali Group, most recently as CEO of Generali Holding Vienna. This transaction presents an exciting opportunity to grow our business, and I believe that through the hard work and expertise of our employees, we will create a more efficient platform both to serve our existing client base and to increase our market share in this attractive region. Yours faithfully, Sergio Balbinot Chairman, Generali PPF Holding 5 GENERALI PPF HOLDING ANNUAL REPORT 2012 INTERVIEW LETTER FROM WITH THE THE CHAIRMAN CHAIRMAN AND AND CEO CEO Dear clients and partners, It has now been more than five years since the joint venture between Generali and PPF was established. It has been a unique challenge and an opportunity for rapid development in prospective markets. During its existence, Generali PPF Holding has proven that it is built on solid foundations and has become one of the largest insurance groups operating in Central and Eastern Europe. At the same time, the group is by far the most profitable one. This is an excellent accolade of the work of all our companies and their employees. A number of countries in Central and Eastern Europe have been struggling for several years with economic problems that have also affected the insurance market. The consequences have been most striking in motor insurance, which in the Czech Republic, Hungary and Romania, is becoming unprofitable due to strong competition and negative trends in the development of claimed amounts. Despite the difficulties in this important segment of our business, 2012 was one of the most successful years in GPH history. In non-life insurance, we have grown by nearly 10 percent, and in regular paid life insurance by 2.5 percent. Total premiums written thus exceeded the results of 2011 by more than 6 percent and reached €3,545 million. Notwithstanding the decrease in net profit compared to previous year – which was influenced by impairment on goodwill and other intangible assets on Russian entities in light of their sale to PPF Group – we even managed to improve the results in our core insurance business, as it is witnessed by the growth in operating result and the improvement in the net combined ratio below 89 percent. The best results last year were achieved by our insurance companies in Serbia, Poland, Russia and Kazakhstan. In the Czech Republic, which still represents the most important part of the income and profit of GPH, our companies continue to hold the position of market leader, while in Hungary and Serbia we are number two and in Slovakia number three in the market. In summer 2012, we expanded our business. In Poland we entered into an agreement with the French Groupama group to purchase its Polish Proama branch. Since last year, our clients in Poland and Slovakia have also had the opportunity to regularly invest in Generali PPF Invest funds. In Romania, on the other hand, we have limited our activities in the motor insurance business due to a high loss rate in this segment, which has been positively reflected in the financial results of our local insurance company. A fundamental change came at the end of March 2013, when following a change in shareholders’ interests and in accordance with the shareholders’ agreement, the insurance companies in Belarus, Kazakhstan, Russia and Ukraine were sold, thus excluded from the GPH perimeter. 2012 was an extremely successful year, and I would like to thank the employees, business partners and, above all, the millions of GPH customers in Central and Eastern Europe for the excellent results not only for the year 2012. Ladislav Bartoníček Chief Executive Officer 6 TEAM TO ME IS... GEN E RALI PPF HOL DING IS ONE TE AM T HAT W ORKS T OGE T HE R ON CREATING VAL UES AND ACHIEVIN G OUR SE T GOALS. OUR E MPL OYE ES ARE OUR MOST VAL UE D ASSE T. T HE IR HARD WORK, L OYALTY AND DE TE RMINAT ION ALLOW US T O EF FE CTIVE LLY OPERAT E THE HOLDING IN AL L COUNTRIES. TO ME Team } is... ...professionals who together contribute to the quality, speed, and flexibility of our services. Vladimír Bezděk, CEO of Generali Slovensko poisťovňa ...certainty that I can rely on my colleagues as much as they can rely on me. Gragor Pilgram, CEO of Generali Zavarovalnica 7 GENERALI PPF HOLDING ANNUAL REPORT 2012 ECONOMIC AND INSURANCE MARKET DEVELOPMENT Economic and Insurance Market Development General economic situation in 2012 The global economy has experienced quite contradictory development in a number of economic areas. Consumer and investment confidence is slowly returning to the US while, on the other hand, the Eurozone is still struggling with debt problems and lower political stability. The US economy reported GDP growth of +2.2%, while the Eurozone decreased by –0.5% due to the Eurozone economies being dragged down by the problematic situation within the peripheral countries. The CEE region economy was fairly slowed down by the recession in the Czech Republic and Hungary (a –1.2% and 1.7% GDP decrease respectively). These economies were driven down mainly by the austerity measures undertaken by their governments. The other problematic region on a macroeconomic level is South Eastern Europe, and especially Slovenia, Croatia and Serbia. Slovenian GDP decreased by the highest rate within the region (–2.3%). The Croatian economy decreased by –2.0%, while the drop in the Serbian economy was –1.8%. Serbia also had the highest official unemployment in the region at 23.1% as well as the highest rate of inflation at 12.2%. Meanwhile, the CIS countries reported relatively solid growth; for instance, Kazakhstan with +5.0% (the highest growth in CEE) or Russia with +3.4%. On average GDP in CEE grew by +2.3% in 2012. Czech GDP in constant prices decreased by –1.2% during 2012. This decline was caused mainly by the efforts of the Czech government to decrease the fiscal deficit and to stabilise the public budget. VAT rates were increased by 1 percentage point, and also a number of budget cuts were applied which caused an overall decrease in consumption and investment confidence. The Czech National Bank considered monetary intervention to weaken the Czech Koruna several times, but later postponed this option to 2013 (due to the lack of deflationary pressures caused by the VAT increase). 2.3% average GDP growth in 2012 The Hungarian economy remains in recession too. Real GDP decreased by –1.7% while unemployment reached 11.0%. Hungary is highly reliant on other Western European export markets, but moreover is burdened by higher external debt and a large share of FX denominated debts. The Hungarian government also applied a range of controversial fiscal measures, including special sector taxes and financial transfer taxes. With an expected dovish monetary policy, this fiscal policy is one of the main sources of risk in the Hungarian economy and may trigger a wide sell-off of Hungarian assets in the future. The Polish economy has shown evidence of a mild slowdown, yet its economic situation still remains positive. GDP growth decelerated from 4.3% in 2011 to 2.0% in 2012. Poland has benefited from stabilising external demand and successfully decreasing the current account balance deficit. On the other hand, Poland is facing weakening domestic demand and deflationary pressures. The labor market has also deteriorated and the unemployment rate has increased from 9.6% in 2011 to 10.3%. This leads the National Bank of Poland to monetary easing and to key rates cuts, but declining domestic consumption still remains the main challenge for Poland. Russia shows slight signs of an economic slowdown, but still remains at a very solid growth level of +3.4%. Russia is now partially driven by relatively strong domestic demand, but still remains highly dependent on commodity exports which could be negatively influenced by the future of the global economic recovery and by the volatility of commodity prices. To sum up, GDP growth in CEE slightly decelerated (from 4.0% in 2011 to 2.3% in 2012), yet economic growth in the CEE region is still significantly stronger than in the Eurozone. Moreover, the economic outlook for CEE remains positive, with the region being expected to grow at a pace of 2.5–3.5% in the coming years. Inflation risks have remained moderate. On the one hand, the slowdown in demand may open up the output gap in the region, and thereby ease price pressures noticeably. On the other hand, the depreciation of the CEE currencies has added to price pressures from international trade. This will be reflected in particular in headline inflation, which is more sensitive to rising energy and commodity prices. 8 GENERALI PPF HOLDING ANNUAL REPORT 2012 ECONOMIC AND INSURANCE MARKET DEVELOPMENT Real GDP growth in CEE region (%)* 10.0 8.0 6.0 4.0 2.0 0.0 (2.0) (4.0) (6.0) (8.0) 2005 2006 2007 2008 2009 Real GDP growth (%) CEE overall 2010 2011 2010 2011 2012 2012 2013 f 2014 f 2015 f 2013 f 2014 f 2015 f 3.74.02.32.53.23.4 Czech Republic 2.51.9 (1.2)0.31.62.7 Hungary 1.21.7 (1.7)0.01.21.5 Poland 3.94.32.01.32.22.7 Romania (1.1)2.20.31.62.02.3 Russia 4.54.33.43.43.83.7 Serbia 1.01.6 (1.8)2.02.02.2 Slovak Republic 4.43.22.01.42.73.2 The economic slowdown has launched disinflationary pressures, while in some of the countries these pressures were offset by tax increases. Foreign currency markets this year also didn’t significantly affect inflation. Overall, the CEE inflation rate decreased to 5.4%. Inflation in CEE region (%)* 12 10 8 6 4 2 0 2005 2006 2007 Inflation (%) CEE overall 2008 2009 2010 2011 2010 2011 2012 2012 2013 f 2014 f 2015 f 2013 f 2014 f 2015 f 6.86.95.45.25.05.1 Czech Republic 2.32.42.42.42.02.0 Hungary 4.74.15.04.03.33.0 Poland 3.14.62.42.02.02.5 Romania 8.03.15.03.73.02.9 Russia 8.86.16.66.46.06.0 Serbia 10.37.0 12.25.54.04.0 Slovak Republic 1.34.63.41.92.12.0 * Note: Definition of the CEE region for the purposes of this report: Belarus, Bulgaria, Croatia, Czech Republic, Hungary, Kazakhstan, Montenegro, Poland, Romania, Russia, Serbia, Slovak Republic, Slovenia and Ukraine. Source: IMF 9 GENERALI PPF HOLDING ANNUAL REPORT 2012 ECONOMIC AND INSURANCE MARKET DEVELOPMENT After mild improvement in 2011, the unemployment rate again rose in many countries in 2012. The only country in CEE which reported any notable improvement was the Russian Federation (from 6.6% to 6.0%). A few countries reported a mild decrease (Romania and Serbia), while in the rest of the region unemployment rates were either stable or increased slightly. With respect to the overall level of unemployment, Russia, Kazakhstan, Ukraine, Czech Republic and Romania are countries with a low unemployment rate (8% or less), while Serbian unemployment reaches 23%, Croatia is facing unemployment of 15% and Slovakia 14%. The remaining CEE countries have an unemployment rate close to 10%. Fiscal conditions of the CEE countries slightly worsened. The average public debt in CEE still ranges between 30% and 60% of GDP, with two countries exceeding this level. Hungarian public debt now totals 79% of GDP (an improvement on the previous year’s result which was equal to 81%); Serbian public debt grew from 50% to 64% of GDP. On the other hand, Russia (11%) and Kazakhstan (12%) are countries with the lowest debt ratio in the region. A positive factor of 2012 is the gradual calming of the problems surrounding the Greek debt which will probably no longer negatively influence the neighboring Balkan economies to the same extent as in previous years. The FX markets were almost exceptionally stable in 2012. Only the Serbian Dinar suffered weaker depreciation, falling by –7.0%. The most appreciating currencies were the Polish Zloty (+9.0%) and the Hungarian Forint (+7.0%), both of which rebounded from their 2011 losses. The stock markets mostly recovered from the high 2011 losses, except for the Ukrainian (–38%) and Slovakian (–11%) stock markets. Stock index WIG20 BET CCTX SOFIX BUX RTSSTD CRO index SKSM index PFTS % change eop 2012/2011 Warsaw+20 Bucharest+19 Prague+16 Sofia+7 Budapest+7 Moscow+5 Zagreb +0 Bratislava –11 10.8% total premiums increase Kiev–38 Source: Bloomberg, eop = end of period CEE Insurance market development In terms of premium growth, 2012 was the strongest year since 2008. Insurance premiums showed double digit growth for the first time since the financial crisis began. Total premiums increased by 10.8% which is an outstanding result given the conditions across the whole European region. Most of the growth is concentrated in only a few markets, such as Russia (+22%), Kazakhstan (+19%), Ukraine (+14%) and Poland (+10%). From another perspective, only the Hungarian market decreased notably (–6.5%). In general, all the sluggish markets (Croatia, Bulgaria, Czech Republic, Slovakia) dropped by –1.1% at worst. (Note: the exceptionally high growth in Belarus was caused by the heavy devaluation of the Belarussian Ruble in the second half of 2011, and by the fact that a lot of insurance policies are indexed in euros. In EUR terms, the Belarussian insurance market grew moderately). We can also perceive positively the change in trend in Romania, which has reversed four years of decline to a growth of +7.0%. The Serbian insurance market has also shown a considerably high growth rate of +7.2% despite the very poor macroeconomic situation of the country. The whole CEE insurance market totalled €55 billion in 2012 (considering the countries with a Generali PPF Holding presence) of which the non-life segment represented 68% and the life segment represented 32%. 10 GENERALI PPF HOLDING ANNUAL REPORT 2012 ECONOMIC AND INSURANCE MARKET DEVELOPMENT CEE Insurance market growth* 25% 20% 17.8% 16.5% 15% 10.8% 10% 8.1% 5.1% 5% 0 (5%) (7.2%) (10%) (15%) 2007 2008 2010 2009 2011 2012 Insurance market growth (2012)* HU HR CZ SL SK BG MN RO SB PL CEE UA KZ RU BY 40% 35% 30% 25% 20% 15% 10% 5% 0% (5%) (10%) (6.5%) (1.1%) (0.7%) (0.5%) 0.3% 1.3% 4.4% 7.0% 7.2% 9.6% 10.8% 13.8% 19.5% 21.7% 83.1% The West European typical penetration level (GWP to GDP ratio) varies around 9%, while the CEE penetration is usually between 1% and 4% which indicates future potential for market growth and higher market saturation. Insurance market premiums to GDP (2012)* KZ BY UA RU RO SB MN BG HU HR SK CZ PL SL 6,0 % Life Non-Life 5,0 % 4,0 % * Note: Definition of the CEE region for the purposes of this report: Belarus, Bulgaria, Croatia, Czech Republic, Hungary, Kazakhstan, Montenegro, Poland, Romania, Russia, Serbia, Slovak Republic, Slovenia and Ukraine. 3,0 % 2,0 % 1,0 % 0,0 % 0.2% 0.6% 0.0% 0.8% 0.1% 0.8% 0.1% 0.3% 1.2% 1.1% 0.4% 0.3% 1.5% 1.7% 0.3% 1.8% 1.4% 1.3% 0.7% 2.0% 1.6% 1.3% 1.9% 1.8% 2.3% 1.7% 1.4% 4.1% Source: National Insurance Markets Associations / Regulators, Generali PPF Holding Research 11 GENERALI PPF HOLDING ANNUAL REPORT 2012 ECONOMIC AND INSURANCE MARKET DEVELOPMENT CEE Insurance market development by segment The CEE non-life and life markets differ in their geographical structure. While non-life is more spread out across the CEE region with large countries accounting for a significant share, life insurance is dominated by Central European countries (Poland, Czech Republic, Slovakia, Hungary and Slovenia), which together account for 84% of CEE life insurance premiums. This might similarly indicate further growth potential in less penetrated countries and potential for higher geographical diversification of GPH’s operations. CEE Non-Life market structure (2012) CEE Life market structure (2012) RU 50% PL 51% MN 0% MN 0% BY 1% BG 1% SB 1% UA 1% BG 2% HR 2% KZ 2% KZ 2% HR 2% PL 17% SK 3% CZ 16% RO 2% UA 3% HU 3% CZ 7% SL 3% RU 8% RO 4% SL 4% SK 7% HU 8% Source: National Insurance Markets Associations / Regulators, Generali PPF Holding Research The non-life segment grew by +11.0% in 2012 (compared to +10.3% in 2011). The most important non-life segment in CEE is still motor insurance, consisting of motor third party liability insurance (MTPL) and motor own damage insurance (MOD). This segment was under high pressure because of tight competition and price wars among MTPL insurers in several countries (Czech Republic, Romania, Hungary, Slovakia) and also because of stagnating new car sales which negatively influenced the MOD market (Hungary, Croatia, Slovakia). This negative development was partially compensated by the non-motor market which grew in all major GPH countries (Czech Republic, Slovakia, Hungary and Poland) thanks to insurance such as small and medium enterprises insurance and accident insurance. The life market in CEE increased by +10.4% (compared to +3.8% in 2011). This result was affected by the volatile nature of the single life products market in Poland which grew by +22.3% (excluding the Polish single life effect, the CEE life market premium growth would have been 6.4%). The most sluggish life market was the Hungarian one which fell by –9.3% because of austerity measures, bad economic conditions and the low savings capacity of households. Outlook for 2013 The outlook for the CEE market differs between countries. On the one hand, there are more saturated countries which are slowly but steadily coming out of recession and the insurance market shows the first evidence of stable growth and profits such as the Czech Republic and Poland. In the case of these countries, we can expect continuing gradual recovery. Some of the countries still carry significant amounts of political and macroeconomic risk such as Hungary, Serbia, Croatia, Slovenia and Slovakia, which have been applying large austerity measures or have been heavily changing their tax systems, which could negatively influence their economy and even the insurance market in the near future. The third group of countries is CIS, and mainly Russia and Kazakhstan. These countries currently have very suitable macroeconomic 12 GENERALI PPF HOLDING ANNUAL REPORT 2012 ECONOMIC AND INSURANCE MARKET DEVELOPMENT conditions and strong domestic demand, which also drives the insurance market up. However, these economies are very dependent on commodities exports which can be strongly affected by any weakening of demand in the case of an ongoing global economic slowdown or by a possible decline in commodities prices. The improved situation surrounding the Greek debt could also have a positive effect on the insurance market, as it could probably restore part of the consumer and investment confidence in South Eastern Europe. Another factor delivering growth potential to the CEE region is the ongoing process of the reformation of some of the public pension and health insurance systems. The Czech Republic is currently establishing a second pillar to its pension system, which is unfortunately accompanied by political uncertainty about the future of pension reform. However, it generally leads to a higher reflection of risks connected with pension security everywhere in Czech society. Similarly, Slovenia also expects to reform its pension and health system in the coming years, and Hungary is going to fully liberalize MTPL prices from 2013 and allow insurers to change prices during the whole year. To sum up, CEE still has noticeable growth potential, low insurance penetration and outstanding profitability which makes it a promising market with a range of opportunities. 13 UNITY TO ME IS... T O RE ALISE OUR VISION , W E E MPHASIZ E PART NE RSHIP AND T RUST. WE ALWAYS MANAGE TO FIND UNIT Y IN DIVE RSIT Y AN D T O USE IT TO OUR ADVAN TAGE. BUT ON E GOAL IS THE SAME FOR EVERYONE F ROM T HE GPH FAMILY; IN EACH COUNTRY, E ACH BRANCH OF F ICE – SATISFIED CUSTOME RS. to me UNITY) is... ...shared focus on a profitable growth and exceptional customer service. Sergey Perelygin, CEO of Generali PPF Russia ...working together, sharing the same targets that are answers to our customers’ needs. Andrea Simoncelli, CEO of Delta Generali Osiguranje Serbia and Montenegro 13 14 GENERALI PPF HOLDING ANNUAL REPORT 2012 GENERALI PPF HOLDING PROFILE Generali PPF Holding Profile GENERALI PPF HOLDING Generali PPF Holding is a leading insurance group providing know-how and a professional base for its insurance companies in Central and Eastern Europe. At the 2012 year-end, Generali PPF Holding operated in 14 countries – Belarus, Bulgaria, Croatia, Czech Republic, Hungary, Kazakhstan, Montenegro, Poland, Romania, Russia, Serbia, Slovakia, Slovenia and Ukraine. Companies in these countries took care of more than 13 million clients and total assets of €16.2 billion. In 2012, the total gross written premium income amounted to €3.5 billion. At the beginning of 2013, the shareholders agreed on a change in the ownership structure. As part of the agreement, Generali PPF Holding sold its insurance companies in Belarus, Kazakhstan, Russia and Ukraine to the PPF Group in March 2013. The Generali Group, one of the largest insurance companies worldwide, and the PPF Group, a leading closely-held financial and investment group, decided to cooperate in the areas of insurance and pension business. The final agreement was signed in 2007, and it led to the establishment of Generali PPF Holding in January 2008. Generali PPF Holding operates in a historically closely interconnected region where more than 105 million inhabitants of various nationalities, languages, religions and cultures live. The diversification in this multinational environment is a fantastic asset that Generali PPF Holding is exploiting. Its vision of the future is one of growth, innovation and satisfied clients. Employees of Generali PPF Holding In 2012, Generali PPF Holding and its companies employed over 13.5 thousand people and cooperated with 27 thousand sales representatives and tied agents. The widest base of sales representatives can be found in Česká pojišťovna in the Czech Republic with almost 5 thousand people. We realise that success relies upon attracting and retaining motivated and highly skilled employees. Generali PPF Holding offers attractive, individual opportunities to develop people’s talents and achieve their career goals. A strong corporate culture, a friendly and professional working environment and a comprehensive range of further education and training programs are the values of the whole company. As part of the Generali Group, Generali PPF Holding has adopted the European Social Charter and Ethical Code. The European Social Charter reasserts the guiding principles on safeguarding employees and, in general terms, the Group image, which apply to every EU Member State where the Generali Group operates. The Ethical Code systematically describes in a single document the fundamental ethical principles inspiring the business conduct of the people operating within the Company and its Group. The document includes a series of values that are already enshrined in those working inside the Group, and highlights common concepts that are shared by the countries where the different Group companies operate. Generali PPF Holding Competence Centres The system of the Competence Centres is an integral part of Generali PPF Holding. Each Competence Centre provides knowledge in a specific area, helps in planning and designing country projects and operates as hands-on support in running projects together with the local teams. The main goal of the Competence Centres is to work together with countries on defined projects and to help them achieve fulfilment of their business plans. A Competence Centre typically operates as a team located in one country that collects global best practice and deploys its specific expertise both in the local market and across the CEE region. 15 GENERALI PPF HOLDING ANNUAL REPORT 2012 GENERALI PPF HOLDING PROFILE In Generali PPF Holding, the following Competence Centres have been established: • • • • • • • • Tied Agents Competence Centre CRM Competence Centre Claims Competence Centre Pricing Competence Centre Motor Competence Centre External Financial Advisory Competence Centre Life Insurance Competence Centre Marketing Competence Centre. THE GENERALI GROUP For over 180 years, the Generali Group has been a leading global insurance and financial services provider, characterised since its inception by a strong international outlook. Assicurazioni Generali was established in 1831 in Trieste, while the first branch in Prague was opened on Wenceslas Square in 1832. At the end of the 19th century, through internal growth and acquisitions, Generali had insurance companies operating in Austria, Hungary, Poland, Czech Republic, Slovakia, Romania, Croatia, Slovenia, Serbia, Albania, Bulgaria and Russia, as well as in Western Europe, the Mediterranean area and the most important harbours worldwide. The end of the war in 1945 brought the loss of all company assets in Central and Eastern Europe, where governments nationalized insurance activities. Then, in 1989, Generali was one of the first Western insurers to re-commence operations in Central and Eastern Europe, establishing a joint venture in Hungary. In recent years, the Group has re-affirmed a strong presence in the markets of Central and Eastern Europe and started expanding into the principal markets of Asia, China and India in particular. Generali’s goal is to reinforce its position as one of the most profitable providers of Life and Property & Casualty insurance by focusing on continental Europe and international markets with strong growth potential. Today, with a presence in more than 60 countries and over 65 million clients worldwide, Generali is a leading player in the global insurance and financial markets. With a 2012 total gross written premium income of €70 billion, the Group is one of Europe’s largest insurance providers and the biggest European life insurer. Generali is also one of the world’s top asset managers with €490 billion of assets under management. THE PPF GROUP The PPF Group is one of the largest investment groups in Central & Eastern Europe. PPF’s reach spans from Central & Eastern Europe to Russia and across Asia. Established in 1991 in then Czechoslovakia, the PPF Group has become an important international investor, managing assets exceeding €21 billion (as of 31 December 2012). PPF’s business investments now range from banking and financial services, insurance, real estate to energy, metal mining, agriculture, retail and biotechnology. In 1996, the PPF Group acquired a major stake in Česká pojišťovna (the “Czech insurance company”) and launched its restructuring, successfully turning around the formerly state-owned insurer. In 2008, the PPF Group combined its insurance activities with Assicurazioni Generali and established Generali PPF Holding. In January 2013, the PPF Group agreed to sell its 49% shareholding in Generali PPF Holding to its partner in the venture, Assicurazioni Generali. 16 GENERALI PPF HOLDING ANNUAL REPORT 2012 GENERALI PPF HOLDING PROFILE The PPF Group also actively seeks investment opportunities and undertakes strategic investments in the developing markets of CEE, CIS and Asia. The PPF Group operates through its subsidiaries in the Czech Republic, Slovakia, Russia, Kazakhstan, Belarus, Ukraine, Vietnam, China and India. The PPF Group’s corporate ownership and decision-making structure is based in the Netherlands. The key holding company that makes strategic decisions regarding the entire Group’s activities is the Netherlands-based “PPF Group N.V.”. The more than 20-year-long history of the PPF Group is a tale of discipline, courage, and professionalism in a team led by the Czech founder and majority shareholder of the PPF Group N.V., Petr Kellner. MAJOR CHANGES WITHIN GENERALI PPF HOLDING IN 2012 Last year was the year of two important acquisitions. At the beginning of July 2012, Generali PPF Holding signed an agreement to acquire 100% shares in the Russian based insurance company Open Joint-Stock Insurance Company “Region”. Before the agreement, Region was a small non-life and life insurance company based in Saint Petersburg. It was established as one of the first private insurance companies in Russia back in 1993. From 2008, it has been operating as a subsidiary of the Swedish company IF P&C Insurance Holding. After this agreement, the Region insurance company was incorporated into the Generali PPF Insurance structure. The whole acquisition was finalized at the end of 2012 after the necessary regulatory processes. According to the agreement between the shareholders, Region was sold along with other CIS companies to the PPF Group in March 2013. Generali PPF Holding (GPH) and Groupama signed an agreement for GPH to acquire Groupama’s Polish insurance branch, Proama at the end of July 2012. The transaction enabled GPH to expand its activities on one of the most growing CEE insurance markets, benefiting from Proama’s strong entry into the Polish market. After completion of the transaction in December 2012, Generali PPF Holding operates separately in Poland under 2 brands – Generali and Proama. Proama, Groupama’s branch in Poland, launched its first insurance campaign at the end of January 2012. Proama is today acting as a branch of Česká pojišťovna in Poland and is active mainly in the retail segment through three channels: phone, internet and multi-agents. During 2012, new Chief executive officers were appointed in three countries. In January, Mr. Georg Engl replaced Michele Cirieco in Croatia, in March Boris Čuchran left Generali Bulgaria Holding and Ivaylo Yosifov has taken his role, and finally in Russia in June, Vít Sedláček came back into the position of general manager replacing Elena Belousenko. At the beginning of 2013, the two shareholders concluded the agreement for the sale of 49% of the Company from the PPF Group to the Generali Group in two tranches: 25% of the shares were transferred by the PPF Group to the Generali Group on 28 March 2013, while the closing for the second tranche is expected for the end of 2014. In accordance with the agreement of the shareholders, the new CEO of Generali PPF Holding was appointed as at 28 March 2013. Ladislav Bartoníček was replaced by Luciano Cirinà, the former CEO of Generali Vienna. In addition, insurance operations in Belarus, Kazakhstan, Russia and Ukraine were sold to the PPF Group. 17 CLIENT TO ME IS... OUR ST RAT EGY IS BUILT AROUND OUR CLIE NTS. WE T RE ASURE THEIR BUSINESS MORE THAN ANY T HING. W E E VAL UATE T HEIR NEE DS AND RESPOND W IT H OFFE RIN G THE BE ST PRODUCTS AND SERVICES TO FAMIL IE S, INDIVIDUAL S, CORPORATE BUSINE SSES AND SMALL AN D MEDIUM ENTERPRISES, WHILE PROVIDING SE CURITY AND STABIL IT Y. T L i en C is... TO ME / ...a partner with whom we create a long-term relationship based on transparency and trust. Dmytriy Dubina, CEO of Generali Life Insurance (Ukraine) and CEO of FICJSC Generali (Belarus) ...the purpose of your existence: making their dreams come true is the way we want to do business and earn customers’ loyalty. Ivaylo Yosifov, CEO of Generali Bulgaria Holding ...a unique person with unique expectations. Securing our clients’ future is at the heart of our activities. Georg Engl, CEO of Generali Osiguranje 15 18 GENERALI PPF HOLDING ANNUAL REPORT 2012 THE HOLDING’S MANAGEMENT The Holding’s Management In accordance with the agreement of the shareholders from the beginning of January 2013, the Board of Directors was significantly changed and the new CEO of Generali PPF Holding was appointed as at 28 March 2013. Ladislav Bartoníček was replaced by Luciano Cirinà. Board of Directors Sergio Balbinot Chairman of the Board of Directors Ladislav Bartoníček Mario Greco (since August 2012) Giovanni Perissinotto (until August 2012) Jaroslav Mlynář Valter Trevisani Petr Kellner (until March 2013) Aleš Minx (until March 2013) Jiří Šmejc (until March 2013) Luciano Cirinà (since March 2013) Lubomír Král (since March 2013) Nikhil Srinivasan (since March 2013) 19 GENERALI PPF HOLDING ANNUAL REPORT 2012 THE HOLDING’S MANAGEMENT Executive Committee Ladislav Bartoníček Chief Executive Officer (until March 2013) Responsible for: Czech Republic (Česká pojišťovna) Luciano Cirinà Chief Executive Officer (since March 2013) Gianluca Colocci Mergers & Acquisitions Marie Kovářová GPH Competence Centres Responsible for: Bulgaria and Romania Lorenzo Kravina Reinsurance, Large risks insurance Responsible for: Serbia, Croatia and Slovenia Jaroslav Mlynář Chief Financial Officer, IT, Risk Management and Actuarial Responsible for: Czech Republic (Generali) Mátyás Pálvölgyi Responsible for: Hungary Vít Sedláček New Health, Pensions and Business Development Responsible for: Belarus, Kazakhstan, Russia and Ukraine Klára Starková Organizational Development and HR, legal, communication and internal audit Responsible for: Poland and Slovakia 20 GENERALI PPF HOLDING ANNUAL REPORT 2012 THE HOLDING’S MANAGEMENT Sergio Balbinot Chairman of the Board of Directors Born in 1958, he joined Assicurazioni Generali in Munich in 1983 after graduating with a degree in economics. In 1986, he joined the Generali Group Insurance Operations at the Corporate Centre in Trieste, and in 1989 he became Head of the Swiss Branch of Assicurazioni Generali in Zurich. In 1992, he was appointed Head of International Activities of Europe Assistance S.A. (Paris), returning to Trieste in 1995 to become Area Manager for France and the German-speaking countries. In 1996, he was appointed Assistant General Manager of Assicurazioni Generali and Head of Group Insurance Operations. In 1998, he was appointed Deputy General Manager. In 2000, he was nominated for General Manager. He was appointed Managing Director of the Generali Group in 2002 and Chairman of Generali PPF Holding in 2008. Ladislav Bartoníček Chief Executive Officer (until March 2013) Born in 1964, he graduated from the Czech Technical University (Faculty of Electrical Engineering) and earned his MBA degree at Rochester Institute of Technology. He was CEO of the PPF Group until 1996 and held the position of CEO in Česká pojišťovna, the biggest Czech insurer, between 1996 and 2006. Since 2000, he has been Chairman of the Board of Česká pojišťovna. Since March 2004, he has been President of the Czech Insurance Association, and in 2008, he was appointed CEO and Member of the Board of Directors of Generali PPF Holding. Luciano Cirinà Chief Executive Officer (since March 2013) Born in 1966, he graduated in Business Administration and has been working for the Generali Group since 1989, holding several international roles within the Group’s companies. From 1996 to 2004 he served as Head of the Corporate Risks Division for Austria and the CEE countries in Vienna, and from 2005 to 2006, as Area Manager at the Head Office. In 2007, he was appointed CEO of Generali Versicherung AG in Austria, and later moved to head Generali Holding Vienna. In March 2013, Luciano Cirinà was appointed as the new CEO of Generali PPF Holding. Gianluca Colocci Born in 1967, he graduated with a degree in business and economics in 1991. He started his career at Andersen Consulting and then joined Assicurazioni Generali in Trieste in 1995, where he started as an analyst in the Treasury Department. He was appointed Deputy Head of Corporate Finance and Head of Investor Relations in 1998, and in 2003, he became Head of Corporate Finance and Mergers & Acquisitions until June 2008. Since July 2008, he has been a Member of the Executive Committee at Generali PPF Holding, where he is responsible for Mergers & Acquisitions. 21 GENERALI PPF HOLDING ANNUAL REPORT 2012 THE HOLDING’S MANAGEMENT Marie Kovářová Born in 1972, she graduated in 1995 from Charles University with a degree in mathematics and completed her Ph.D. studies in Prague in 1998. Before joining Česká pojišťovna in 2004 as COO, she had worked 6 years for McKinsey and Company, where she specialized in operations, manufacturing, energetics and heavy industry. She spent 4 years in Germany working in the steel and basic materials industry. She spent 4 years at Česká pojištovna, and was responsible for client service, call center, claims, HR and facility management. Then she moved as country CEO to Romania, responsible among others for merging the two companies the GPH owned there. In September 2011, she became Member of the Executive Committee at Generali PPF Holding, where she is responsible for the Competence Centers, strategic projects, Bulgaria and Romania. Lorenzo Kravina Born in 1964, he joined Assicurazioni Generali in 1991 after graduating with a degree in economics at the University of Venice. In 1998, he joined the Generali Group Insurance Operations Department at the Corporate Centre in Trieste, and in 2002, he became Area Manager, responsible for strategic management, development and controls of the Generali companies in Germany, Switzerland, and Central and Eastern Europe. In 2006, he moved to Germany, where he was then appointed a Member of the Management Board of the company. Back in Trieste, he has been Area Manager for the CEE countries since 2008. In the same year, he was also appointed a Member of the Executive Committee of Generali PPF Holding. Jaroslav Mlynář Born in 1954, he joined Generali in Vienna in 1992 after graduating from the Technical University of Brno (Faculty of Mechanical Engineering) in 1978, and after working for 14 years in research and development, primarily in aerodynamics. He participated significantly in the launch of the new Generali Czech operation in 1993. In 1998, he became a Board Member of Generali Pojišťovna and in 2001, Chairman of the Board and CEO of Generali’s Czech operation. In the period from 1999 to 2001, he also acted as a Board Member of Generali Slovakia. After the establishment of Generali PPF Holding, he was appointed a Board Member, a Member of the Executive Board and Chief Financial Officer. Mátyás Pálvölgyi Born in 1954, he graduated from Budapest University of Technology (Faculty of Civil Engineering) and then received his Ph.D. in mathematics and engineering. After graduating, he started work as an engineer and switched to the insurance business when he joined the Generali Group in 1990 as an expert in construction insurance. In 1991, he started work in the Sales Management Department of Generali-Providencia, and the following year he was appointed Head of the Sales and Marketing Department. Since 1994, he has been a Member of the Board of the company. In 1995, he was appointed Chief Executive Officer of Providencia Insurance Ltd. After the merger of Providencia and Generali Budapest in 1999, he was CEO of the Generali-Providencia Ltd until June 2011 when he was simultaneously appointed as Chairman of the Generali-Providencia Supervisory Board. Mátyás Pálvölgyi has been a Member of the Executive Committee of Generali PPF Holding since 2008, and he is responsible for the strategic management of Hungarian operations. 22 GENERALI PPF HOLDING ANNUAL REPORT 2012 THE HOLDING’S MANAGEMENT Vít Sedláček Born in 1973, he joined Arthur Andersen Business Consulting after receiving his MBA at Rochester Institute of Technology. In 1998, he joined the Management Board of Plzeňský Prazdroj, a.s., the largest Czech brewing company, which soon thereafter became part of the South African Breweries group. He spent seven years with that company, mostly responsible for strategy and supply chain planning. In 2005, he joined the insurance division of the PPF Group with responsibilities mainly in business development and Mergers & Acquisitions. He is a Member of the Executive Committee at Generali PPF Holding and until March 2013 he was responsible for Belarus, Kazakhstan, Russia and Ukraine. Klára Starková Born in 1972, she graduated in 1995 from Vienna University with a degree in economics and business administration (majoring in capital markets and statistics) and completed her MBA studies at the US Business School in Prague in 1996. Before joining Generali PPF Holding, she worked 11 years for McKinsey & Company, where she started her professional career as an analyst and later became a partner, specialising in financial institutions at the EU and emerging markets level. She is a Member of the Executive Committee at Generali PPF Holding, where she is responsible for organizational development, human resources, Poland and Slovakia. Klára Starková is also a Member of the Supervisory Board at Generali in Slovakia, Poland and the Czech Republic. 23 CHANGE TO ME IS... CHAN GE S MUST START W ITH DE FINING T HE POTE NTIAL WHICH COUL D ALL OW T HE COMPANY T O MOVE FORWARD. ON LY SIMPL E CHANGES BASED ON COMMON SENSE AN D SY N CHRONISED PROCESSES ARE A SMART SOLUTION F OR A L ARGE CORPORATION SUCH AS GENE RALI PPF HOL DING. ) is... ) TO HANG e C ME ...about finding an ability to move faster. Emphasizing activities that will lead to real changes on the front line. Pavel Řehák, CEO of Česká pojišťovna (Czech Republic) ...more effective management of risks leading to a higher profitability and maintaining long-term relationship with the client. Štefan Tillinger, CEO of Generali Pojišťovna (Czech Republic) ...reflecting the situation on the insurance market in order to continuously strengthen our business. Change makes the difference between the companies of today and the companies of tomorrow ... Adrian Marin, CEO of Generali Romania 16 24 GENERALI PPF HOLDING ANNUAL REPORT 2012 THE HOLDING’S MAJOR SUBSIDIARIES The Holding’s Major Subsidiaries BELARUS FICJSC Generali The Foreign Insurance Closed Joint Stock Company (FICJSC) Generali is one of the bancassurance leaders in the Belarussian market, concentrated on non-life insurance. At the moment, it works with 4 banks that are insurance agents of the company. The staff of FICJSC Generali comprises 8 employees delivering very good results. FICJSC Generali was founded in 2008. It is the first company on the Belarussian insurance market with 100% of foreign capital. The company started its business with accident insurance connected to consumer loans in cooperation with Home Credit Bank as a bank-agent. Over the course of time, new types of insurance were launched using the new distribution channels. FICJSC Generali serves more than 450,000 clients today. FICJSC Generali is an innovative insurance company that introduces and implements new types of insurance and offers new opportunities to the clients’ to insure their risks. Currently, the company insures consumer loans, property, risks of credit card loss, theft, fraud and job loss. FICJSC Generali offers its services through a large number of Home Credit Bank sale points across the whole country. BULGARIA Generali Bulgaria Holding Generali Bulgaria is one of the major international insurers in Bulgaria. Its operations include Generali Insurance (non-life insurance), Generali Life Insurance (life insurance) and Generali Zakrila Health Insurance (one of the market leaders in voluntary health insurance). Generali Group expanded to Bulgaria in 2006 when, through Generali Holding Vienna, an agreement was signed for the acquisition of a 51% shareholding in Orel-G Holding, at that time one of Bulgaria’s leading insurers with the largest market share in life and health insurance. With the entry in Bulgaria, that followed the acquisitions in Serbia, Croatia and Ukraine, the Generali Group took a further step in strengthening and expanding its strategic presence in Central and Eastern Europe. In 2012, the companies targeted international corporate customers in business risk insurance, corporate life insurance and GEB schemes. In the retail segment, the Group focuses mainly on motor, household and product for SMEs. During this year, the companies upgraded and fine-tuned their best-selling products. Generali Bulgaria companies aimed at finding the best interrelation between the different sales channels in order to provide the best fitting products for the targeted audience. In terms of customer relations practices, Generali Bulgaria companies launched a series of innovative projects including the launch of new online products and a number of customer satisfaction related researches as well as further improved the processes within the companies. During the reported year, the Group further developed its customer self-support web portal with new functionalities and services. The excellent collaboration with leading international and local banks that was started in previous years continued and was upgraded, and contributed to the even more positive results in 2012. The strategy of the Group remains to be one of the leading financial groups in Bulgaria, perceived by the clients and the public as stable, effective, and delivering quality services by offering a wide range of insurance products. The company also positioned itself as an innovative and modern partner with flexible and tailor-made solutions for all its customers. 25 GENERALI PPF HOLDING ANNUAL REPORT 2012 THE HOLDING’S MAJOR SUBSIDIARIES GP Reinsurance GP Reinsurance is the captive reinsurer based in Sofia, fully owned by Generali PPF Holding. It provides non-life reinsurance solutions within the Group. In June 2008, Generali PPF Holding obtained a reinsurance license from the Bulgarian Financial Supervision Commission, allowing it to operate in the non-life reinsurance business through a fully-owned subsidiary based in Sofia. GP Reinsurance (GP Re) was established as a green-field investment in 2008, and started operations in 2009. CROATIA Generali osiguranje Since its establishment in Croatia, Generali osiguranje has continuously been among the insurance companies with the highest growth rates on the market. For the fourth year in a row, Generali recorded growth in the premium and market share, which wasn’t accomplished by any other leading insurance companies in Croatia. Generali osiguranje is also one of the leaders in bancassurance. It employs over 400 employees and insurance agents covering five regional headquarters with over 40 offices throughout the country. Moreover, and thanks to the cooperation of over 70 insurance representative agencies, Generali has enhanced its product distribution. From the very beginning of Generali’s history, Croatia held special status thanks to its remarkable traditional and economic ties, which led to the opening of the first office in Croatia in 1832. Generali again started its business activities in Croatia as a green-field investment at the end of 2002 when Generali životno osiguranje (life) was founded. In mid-2006, Generali acquired Libertas osiguranje. Generali osiguranje is a universal insurance company offering a wide range of products and services both in life and non-life. Special attention is given to motor products – the dominant segment on the market – and to small and medium entrepreneurs who are offered complete insurance solutions for their activities. Generali continuously sponsors key activities, which are aimed at improving market performance. Generali contributes to a number of cultural, social and sports events as well as organisations, among which are the National football team, the Easter Regatta – the largest international multi-day regatta in Croatia, Medvescak Hockey Club and Split Basketball Club. On the social front, Generali has started to conduct a practical training program entitled “Young Lions” for high school vocational education students, enabling them to gain experience working in the typical business environment of a financial services organization. CZECH REPUBLIC Česká pojišťovna Česká pojišťovna is a universal insurance company with a wide range of both life and non-life insurance products. The Company maintains almost 8 million policies and, as a responsible market leader, helps clients in key moments of their lives to ensure a better future. Česká pojišťovna is the oldest insurance institution in the Czech Republic and its tradition begins in 1827, when its predecessor První česká vzájemná pojišťovna (First Czech Mutual Insurance Company) was established in Prague. The company provides insurance for individuals, as well as for small, medium, and large customers in industry and commerce. As part of its non-life insurance, ČP provides a complete range of products, i.e. motor third party liability and motor insurance, property and liability insurance, travel insurance, pet insurance and more. Česká pojišťovna is also a strong and reliable partner for entrepreneurs, with guaranteed individual access and care. 26 GENERALI PPF HOLDING ANNUAL REPORT 2012 THE HOLDING’S MAJOR SUBSIDIARIES Česká pojišťovna is a socially responsible company focusing on a wide scope of interests. ČP owns a unique collection of paintings which consists of more than 4 thousand exhibits, the best-known works include Mikoláš Aleš, Václav Brožík or Emil Filla. Taking care of this collection significantly helps in the preservation of Czech cultural heritage. The Company actively participates in the promotion of road safety. Česká pojišťovna is also well-known as the official partner of the Czech Olympic team, the main partner of the ice-hockey and floorball leagues. ČP significantly participates in the realisation of the most prestigious horse race – Velká pardubická steeplechase. Through its own foundation, it supports many charity projects aimed mainly at prevention and helping children in need and disabled people. In the Fincentrum Bank of the Year competition, Česká pojišťovna won a prestigious award – The Insurance Company of 2012. In the competiton Golden Euro, the car insurance of Česká pojišťovna won in its category. The Company remains the most trusted insurance company in the Czech Republic, as shown by the results from an independent public survey. In the public voting TTG Travel Awards, the Travel Insurance of Česká pojišťovna ended up in second place in the category. Companies within ČP Group Česká pojišťovna ZDRAVÍ is a specialised provider of private health insurance in the Czech Republic. It was established in 1992 by Česká pojišťovna as its subsidiary, together with Vereinte Krankenversicherung AG, Munich. Česká pojišťovna ZDRAVÍ a.s. is the largest insurer in private health and sickness insurance in the Czech Republic. Penzijní fond České pojišťovny (Pension Fund of Česká pojišťovna) was founded by Česká pojišťovna in 1994 and today it is the largest provider of pension insurance in the Czech Republic. PFČP has nearly 1.3 million customers, and a quarter of a million of their employers also participate in the savings. In December 2012, Penzijní fond České pojišťovny was transformed to Penzijní společnost České pojišťovny (Pension Society of Česká pojišťovna). ČP INVEST, another major subsidiary of Česká pojišťovna, has been operating in the collective investment market since 1991. The company keeps top position among the largest investment companies in the Czech Republic. In 2012 the company managed 37 funds of various types – capital protected funds, conservative, bond, balanced and equity funds as well as the funds of funds and funds for qualified investors. ČP INVEST operates not only on the Czech market of collective investment schemes, but is has also expanded to Slovakia and Poland with the offer of investments into Generali PPF Invest funds denominated in local currencies. Generali Pojišťovna Generali Pojišťovna is the fourth largest insurance company on the Czech market and the third strongest insurance company in the corporate insurance segment. Generali Pojišťovna has almost 700 employees and over 1,500 sales representatives in the whole of the Czech Republic. The first branch of Assicurazioni Generali in Prague was founded in 1832. Generali returned to the Czech Republic as one of the strongest and most reliable insurance companies in 1993. An important milestone in the modern history of the company was its merger with the insurance company Zurich in January 2003, which primarily meant strengthening its position in motor insurance and other segments of non-life insurance. Generali Pojišťovna places emphasis on high-quality insurance products and perfect and fast service at its all levels of activity. Broad customer-oriented insurance programs, including personal insurance, property, liability, motor vehicles and industrial and business risks are provided through the company’s own sales force and a number of reputable brokerage firms. Generali Pojišťovna differs from the others in the higher quality of its services and with its personal approach to every client. 27 GENERALI PPF HOLDING ANNUAL REPORT 2012 THE HOLDING’S MAJOR SUBSIDIARIES In the field of CSR activities, through its foundation and in cooperation with the regional authorities of three regions, Generali has implemented the Odour Fences project that has significantly contributed to the increase in traffic safety in these regions. The increase in traffic safety is one of the important points of the CSR strategy of Generali Pojišťovna which is fulfilled through the Generali Foundation. Another big CSR project was the Potholes project. A unique national based all-year-round monitoring of road potholes. The third biggest CSR project of the year 2012 was the Generali Survival – 24-hour non-stop outdoor competition. One third of athletes were wheel-chair athletes with their buddies. Generali Survival is a unique race with tight integration of disabled and non-disabled people. The motto of this race is that there is only one time and space for everybody. Generali Pojišťovna was awarded twice for its successful communication in the field of social media and received the Czech Award for Public Relations and Internet Effectiveness Award for its Facebook project. Generali penzijní fond is one of the operating pension funds in the Czech Republic, where it has been active since 1995. As at 31 December 2012, the Generali pension fund had 76 thousand clients with assets amounting to over €143 million. Because of the Czech pension reform Generali pension fund was transferred under the structures of the Česká pojišťovna group in December 2012. HUNGARY Generali-Providencia Biztosító Generali-Providencia Biztosító is the second largest insurance company on the Hungarian market. With its international background and long tradition on the Hungarian market, Generali-Providencia continues to preserve its stability, acting as a reputable partner in vehicle, property and life insurance services. Due to its innovative business attitude and responsible financial management, the company boasts the trust of 1.2 million clients. Generali operates with 1,800 employees and around 2,500 sales agents. The Generali Group has the longest tradition in the Hungarian insurance market. On 29 May 1832, Generali founded its first insurance institute in Pest, Hungary. After the change in the political regime, which made it possible to return to the Hungarian insurance market, Generali was the first foreign insurer in the former socialist countries to appear on the market after the year 1989. Through the subsidiaries of the Generali Group – Generali Asset Management, European Travel Insurer, Genertel, FundamentaLakáskassza Building Society, Europ Assistance, Generali Voluntary Pension Fund, Generali Health Fund – as well as through its banking partners, Generali can serve the Hungarian public with a complete range of financial solutions. Generali-Providencia’s strategy and main values are based on client-focused business development and profitable operations. As a composite multi-channel insurer, the company offers a full range of insurance solutions for its retail, SME and large corporate clients, with both life and non-life policies. In 2012, the company introduced several innovative products and reshaped its existing policies to be even better tailored to individual customer needs. To help respond to segmented client needs, GPR developed its CRM systems. The company placed extra focus on the special service of its corporate clients, a main focus in its business strategy. In 2012, the company had to respond to numerous challenges such as difficult market conditions, a growing tax burden, and several background tasks required by gender regulations and new types of insurance premium tax. Nevertheless, the Group managed to maintain its market position and profitability in 2012. In 2012, as part of its social responsibility program, Generali continued to support disadvantaged children living in state care. In co-operation with child care specialists, the Generali Smile Hunter Program was aimed at the support of ability and talent development projects in 6 foster homes. These activities helped disadvantaged children to gain experiences that enhance their social skills and build self-esteem. Due to the project, Generali won a Good CSR diploma. Generali-Providencia has repeatedly been the winner of the Service Quality Competition awarded by the Association of Independent Insurance Brokers (FBAMSZ) in Hungary. In 2012, Generali won first prize in the vehicle insurance sector. The company was also awarded a diploma as a Client-friendly Insurance Company as a result of a detailed customer service survey. 28 GENERALI PPF HOLDING ANNUAL REPORT 2012 THE HOLDING’S MAJOR SUBSIDIARIES KAZAKHSTAN JSC Generali Life The Joint Stock Company (JSC) Generali Life is the only international insurer in Kazakhstan with a full range of life insurance products. 25 employees and around 3 thousand agents are doing their best to satisfy client needs. JSC Generali Life started its business activities in Kazakhstan as a green-field investment in 2006 under the name Czech Insurance Company Kazakhstan – Life Insurance JSC, a subsidiary of Česká Pojišťovna. In mid-2009, after the establishment of Generali PPF Holding the Company in Kazakhstan was rebranded to Life Insurance Company Generali Life JSC. Generali has a comprehensive life insurance offer for individual as well as corporate clients. The product offers include endowment, group and individual life insurance. Generali’s products are personalised, which enables customers to select the most appropriate combination of insurance products to meet their specific needs. Last year, Generali Life held first place in the Life Insurance lines of business in Kazakhstan and it is also the leader in Accident Insurance since 2008. MONTENEGRO Delta Generali Osiguranje Podgorica Delta Generali Osiguranje Podgorica is one of the five insurance companies operating in Montenegro with a full range of non-life insurance products. A total of 65 employees and 72 agents at more than 76 points-of-sale are making the company’s insurance service available throughout all of Montenegro. In 2009, Delta Generali Osiguranje Beograd acquired a share in DC Holding, the founder of Delta Osiguranje (non-life) becoming the majority owner of these companies, which started operating under the names Delta Generali Holding Podgorica and Delta Generali Osiguranje. The mission of the company is to offer professional and top quality insurance services to its clients and to become their major financial consultant always following market requests, but also taking care of the company’s efficiency and profitability. Delta Generali Osiguranje Podgorica is registered for providing all types of non-life insurance. Among the clients are individuals, small and medium enterprises and large companies. Currently, the company sells a wide range of products including motor insurance, property, accident, travel and health. POLAND Generali & Generali Życie Generali Poland is an insurance group focusing on a complex offer of products in life (Generali Życie Towarzystwo Ubezpieczeń) and non-life (Generali Towarzystwo Ubezpieczeń) insurance, with additional activity in the Pension Fund. Generali Poland is one of the fastest growing financial groups and ranks among the 10 biggest insurance companies in Poland, being a partner to more than 2 million customers. The Company owns two sales networks consisting of 77 offices and branches, 7 agencies and 1,500 active agents. The history of Generali in Poland starts at the beginning of the 19th century – the first branches were established in 1837. Generali returned to the polish market in 1998 and established two insurance companies: Generali Towarzystwo Ubezpieczeń and Generali Życie Towarzystwo Ubezpieczeń. In mid 2002, Generali acquired Zurich Insurance Company in Poland, Zurich Life Insurance Company and Zurich Pension Fund and, by May 2003, those three companies started operating under the brand of Generali. 29 GENERALI PPF HOLDING ANNUAL REPORT 2012 THE HOLDING’S MAJOR SUBSIDIARIES The Group is a long-term sponsor of Wilanow Palace which is one of the most important monuments of Polish culture. The company is also involved in the sponsorship of diverse sport disciplines and projects. The main sponsorship activity of Generali Group in Poland is the contract with Adam Malysz – one of the most successful ski jumpers in history. Proama On 31 December 2012, Generali PPF Holding acquired Proama, the Polish start-up of Groupama. Currently Proama operates as a branch of Česká pojišťovna. Proama is a multi-channel, non-life company, which offers its products through agents, the internet and by phone. It currently offers motor insurance: MTPL and casco, supplemented by a range of additional products such as assistance, personal accident insurance, legal or unemployment protection. Proama stands out on the market by being the only insurance company in Poland that offers a dedicated Personal Adviser and a bonus-malus discount of 70% for safe and claim free drivers. Proama started its activities at the end of January 2012. After nearly a year, at the end of 2012, Proama had over 260 thousand customers. This has been the best result among all start-ups in Poland for the last 10 years. The media called Proama “the start-up of the decade”. Despite its short period of activity, Proama has already received many awards. Proama is the winner of the “Consumer Laurel” emblem – the Discovery of 2012, awarded for “functioning on the market for a relatively short time, but already winning over the hearts of customers”. Its Autocasco product was considered to be the best product in the contest of the Polish Insurance Awards 2012. The website www.proama.pl has been awarded the Usable Site certificate. According to the organizers of the study – among all the sites tested so far by auditors in Poland, it received the highest ever result – of 95%. Proama also received first prize and the title of Oscar 2012 Insurance Leader in the competition of Gazeta Bankowa. Proama is the organizer of the social campaign “Wrzucam na luz” focused on polite driving. The main aim of the action is to draw attention to the fact that many car accidents are often caused by overly aggressive and risky driving and the impolite behaviour of drivers. Through the campaign, Proama intends to introduce new standards in the behaviour of drivers. ROMANIA Generali Romania Asigurare Reasigurare For Generali Romania, the year 2012 was one of reorganization. The company went through a major restructuring process in order to strengthen its business and become profitable. One of the most important decisions in 2012 was to only keep the Generali brand and renounce the ARDAF brand. Another big decision was the reorganization of the sales network structure throughout the country. The sales network has undergone a restructuring process, which involved moving or merging local offices, closing, and at the same time creating new sales points in the areas with proven business potential. As part of the cost-cutting process, in 2012, the company also went through a personnel restructuring process. Therefore, the priorities of the company in 2012 were to increase business efficiency by speeding up those processes that lead to profitability: product optimisation, reconsidering the pricing policy according to risk exposure, cross-selling and up-selling based on the existing portfolio. 30 GENERALI PPF HOLDING ANNUAL REPORT 2012 THE HOLDING’S MAJOR SUBSIDIARIES In terms of strategy, Generali focused on those business segments meant to ensure its healthy development: life insurance, corporate insurance, especially property and technical insurance, and travel insurance. All the actions taken during 2012 were aimed at maintaining a healthy business, to enable the company to honour the promises to its customers. In 2012, the company was appreciated by the National Union of Insurance Intermediaries (UNSICAR) which awarded the company two major prizes: “Fair Play in Relationship with Brokers Award” and “Life Insurer of the Year”. RUSSIA Generali PPF Insurance Group In 2012, Generali PPF Insurance Group was represented in Russia by 3 companies: Generali PPF Life Insurance, one of the leaders on the Russian insurance market, specialised in life insurance and in accident and health insurance. In life insurance, the Company ranks in the top 10. The Company is also the official representative of Generali Employee Benefits (GEB) – a world-leading provider of employee benefit solutions for multinational companies. In June 2012, the largest national rating agency Expert RA assigned the rating of Generali PPF Life Insurance at the level of A++ “exceptionally high level of reliability”. The rating outlook was “stable”. Generali PPF General Insurance specialised in non-life insurance products. The Company is a market leader in the financial risk insurance segment. Being a dynamic company, it was the first insurer on the Russian market to have launched job loss insurance in July 2009. In January 2012, Expert RA assigned the rating of Generali PPF Life Insurance at the level of A+ “very high level of reliability”. The rating outlook was “stable”. Generali PPF Pension Fund, a non-state organisation providing obligatory pension insurance and voluntary pension insurance services. In December 2012, the pension fund was sold to the Invest Group “Russian Funds”. Generali first came to Russia at the end of the 19th century, when its first branch was opened in St. Petersburg. The modern history of the company began in 2002, when Generali PPF Life Insurance (until April 2009, a Czech Insurance Company) entered the Russian Insurance market. From 2009, the company began to work in Russia under the Generali PPF brand. Currently, the main activities of the company are focused on bancassurance, life insurance, and insurance of financial risks. Special attention is paid to the development of voluntary medical insurance, property and liability insurance. Generali PPF Russia has been successfully developing cooperation with brokers and partners throughout Russia. In July 2012, Generali PPF Holding acquired small non-life and life insurance company Region. At the end of 2012, after the necessary regulatory processes, the Region insurance company was incorporated into the Generali PPF Insurance Group structure. SERBIA Delta Generali Osiguranje Delta Generali is the second largest insurance company on the Serbian market and, at the same time, the largest privately owned company in terms of premium income and assets. Headquartered in Belgrade, the company network consists of 52 branches in 7 regional centres across Serbia and 1,100 points of sale, employing 2,086 people. Delta Generali Osiguranje is the shareholder of Delta Generali Reosiguranje, Delta Generali Voluntary Pension Fund Management Company, Health Center Jedro and Delta Generali Osiguranje Podgorica. 31 GENERALI PPF HOLDING ANNUAL REPORT 2012 THE HOLDING’S MAJOR SUBSIDIARIES Operating on the market for more than thirteen years, Delta Generali Osiguranje succeeded in developing an extensive product portfolio, branch office network and human resources base, which resulted in it being positioned among the top insurance providers in Serbia. In 2006, the Generali Group, through Generali Holding Vienna, signed an agreement for the acquisition of a 50% +1 share in Delta Osiguranje. With the acquisitions in Serbia and Montenegro, the Generali Group took a further step in strengthening and expanding its strategic presence in Eastern Europe. Delta Generali is registered for providing all types of non-life and life insurance. Among the clients of Delta Generali are individuals, small and medium enterprises, banks and large companies. In 2012, Delta Generali improved its insurance offer and created several new products for life, health and agriculture insurance. After obtaining approval from the National Bank of Serbia, in 2012 Delta Generali Osiguranje acquired 100% ownership in Blutek Auto, a company for providing customers with a complete range of services for technical checks of vehicles and for supplying state-of-the-art diagnostic equipment. During 2012, Delta Generali Osiguranje also continued its long-term project “Apples and Lemons” dedicated to school children and drivers, aiming to contribute to increasing traffic safety in Serbia. More than 9,500 school children from 58 towns were included in the project. Well accepted in local communities and with great support from the national and local media, the project has become one of the most important and well known in Serbia in this area. SLOVAKIA Generali Slovensko In 2012, Generali Slovensko, the third biggest insurance company in Slovakia, continued strengthening its position as a service oriented company. In accordance with its clear vision and mission – to be the first choice in the insurance market – it provides prompt and professional services through its 643 employees and 839 internal sales representatives available to clients. There are more than 90 sales points all over Slovakia. In Generali Slovensko, clients may select from a wide variety of competitive and flexible life and non-life insurance products. Practical assistance services and client care add real value to these products. In addition to its own network sales, Generali Slovensko products are freely available at VÚB bank branches and from major brokerage partners. In 2012, Generali Slovensko successfully participated in the “Golden Coin” competition. Generali Slovensko achieved top places in several categories, with second place in Business risk insurance category and third place in Capital life insurance, Property insurance and Casco insurance. SLOVENIA Generali Zavarovalnica Generali Zavarovalnica is the sixth largest insurance company in Slovenia, with a broad range of non-life and life insurance products. The company has 381 employees and its sales network extends throughout the entire country. The products are also available through significant Slovenian banks and numerous partners. Generali Zavarovalnica serves more than 166 thousand clients. In Slovenia, the first office of Generali was opened in 1997 in Ljubljana – as a Generali and SKB Bank joint venture. In 2001, the company was renamed Generali Zavarovalnica. 32 GENERALI PPF HOLDING ANNUAL REPORT 2012 THE HOLDING’S MAJOR SUBSIDIARIES Generali Zavarovalnica has a comprehensive insurance offer for individual clients as well as corporate, small, medium-sized enterprises, and individual entrepreneurs. Products offered include life, property, motor insurance, participation in the Open Pension Fund, as well as Individual Pension Accounts, travel and accident insurance, among others. However, Generali Zavarovalnica is not only innovative when it comes to its product offer. Its unique position in the Slovenian market is also maintained with the Generali Club – the first Slovenian insurance club with a special loyalty program and club card enabling various discounts for the products and services offered by the company’s partners. Generali Zavarovalnica is a sponsor and donor for numerous charity and socially-responsible projects. Contributions are aimed especially at supporting family quality time or children in need and promoting road safety in Slovenia. Generali Zavarovalnica is also intensifying its presence in sports and is actively supporting perspective sportsmen and their teams. According to independent research (Insurance monitor data service – IMDS study (Zavarovalniški monitor, GfK), which was conducted in June 2012, Generali Zavarovalnica is also one of the most popular insurance companies, and it is perceived as one of the most innovative companies. It also offers a favourable price-quality ratio; it employs competent, expert and friendly sales agents; and it is an economically stable and secure company. UKRAINE Generali Life Insurance Generali Life Insurance Ukraine offers corporate and retail life insurance on the Ukrainian market. At the moment, there are 21 employees working for Generali Life Insurance Ukraine in the Kiev office. The company has no representative offices or branches throughout the Ukraine, but is using distribution partners for country-wide coverage. The company started operations on the Ukrainian market as a green-field investment in 2006 providing credit-life insurance with Home Credit Bank and has served more than 100 thousand clients during this time. Nowadays, the company is a universal life insurer with a wide range of products in its portfolio. Generali Life Insurance Ukraine has a clear focus on corporate employee benefits programs with Generali Employee Benefit Network (GEB) support. The company is a market-leader in corporate life insurance and is constantly working on the implementation of innovative solutions. According to the agreement made between the shareholders in January 2013, the companies in Belarus, Kazakhstan, Russia and Ukraine are no longer part of Generali PPF Holding since March 2013. 33 GENERALI PPF HOLDING ANNUAL REPORT 2012 FINANCIAL SECTION Financial Section CONTENT I. BOARD OF DIRECTORS REPORT36 A. Profile 36 B. Financial performance 36 C. Risk management 37 D. Overview of operations, by country and subsidiary 38 E. Corporate Social Responsibility (CSR) 43 F. Outlook for operations 43 II. CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2012 NOTES TO THE FINANCIAL STATEMENTS A. General Information A.1 Description of the Group A.2 Statutory body B. Basis of preparation B.1 Statement of compliance B.2 Basis of preparation C. General criteria for drawing up the financial statements and the consolidation method C.1 Group entities C.2 Consolidation methods and accounting for associates and joint ventures D. Significant accounting policies and assumptions D.1 Significant accounting policies D.2 Non-uniform accounting policies of subsidiaries D.3 Principal assumptions D.4 Terms and conditions of insurance and investment contracts with DPF that have a material impact on the amount, timing, and uncertainty of future cash flows D.5 Critical accounting estimates and judgements D.6 Changes in accounting policies E. Risk report E.1 Risk management system E.2 Roles and responsibility E.3 Risk measurement and control E.4 Market risk E.5 Credit risk E.6 Liquidity risk E.7 Insurance risks E.8 Operating risk and other risks E.9 Financial strength monitoring by third parties E.10 Capital management F. Notes to the consolidated statement of financial position and income statement F.1 Intangible assets F.2 Tangible assets F.3 Investments F.4 Reinsurance assets F.5 Receivables F.6 Other assets F.7 Cash and cash equivalents F.8 Non-current assets held-for-sale F.9 Shareholders’ equity 45 53 53 53 54 55 55 55 56 56 63 66 66 81 81 84 86 86 90 90 91 91 91 96 99 102 108 109 109 111 111 114 115 121 122 122 123 123 124 34 GENERALI PPF HOLDING ANNUAL REPORT 2012 FINANCIAL SECTION F.10 Other provisions F.11 Insurance provisions F.12 Financial liabilities F.13Payables F.14 Other liabilities F.15 Net earned premiums F.16 Fee and commission income and income from financial services activities F.17 Net gains/(losses) from financial assets and liabilities at fair value through profit or loss F.18 Income and expenses from non-consolidated subsidiaries and joint ventures F.19 Income from other financial instruments and investment properties F.20 Other income F.21 Net insurance benefits and claims F.22 Fee and commission expenses and expenses from financial service activities F.23 Expenses from other financial instruments and investment properties F.24 Acquisition and administration costs F.25 Other expenses F.26 Income taxes F.27 Information on employees F.28 Hedge accounting F.29 Off balance sheet items F.30 Related parties G. Subsequent events G.1 Sale of companies from CIS region G.2 Interim dividends for the 2012 financial year G.3 Change in the position of Chief Executive Officer 125 126 130 131 132 132 132 133 133 134 134 135 135 135 136 136 137 139 140 143 144 147 147 147 147 III. COMPANY FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2012 148 NOTES TO THE COMPANY FINANCIAL STATEMENTS149 A. General information 149 A.1 Description of the Company 149 A.2 Statutory body 149 B. Basis of preparation 150 C. Accounting policies 150 C.1 Functional and presentation currency 150 C.2 Investments in group companies 150 C.3 Investments; recognition of losses 151 C.4 Investments; unrealised gains and losses 151 C.5 Current assets 151 C.6. Change in accounting principles 152 D. Notes to the company statement of financial position 153 D.1 Financial fixed assets 153 D.2 Current assets 153 D.3 Shareholders’ equity 155 D.4 Provisions 156 D.5. Current liabilities 157 E. Notes to the Profit and Loss Account 157 E.1 Other income and expenses 157 E.2 Commitments and contingent liabilities 158 E.3 Employees 158 E.4 Company directors 158 E.5 Transactions with related parties 158 E.6 Audit fees 158 IV. OTHER INFORMATION A. Profit appropriation B. Subsequent events C. Auditor’s independent report 159 159 159 160 35 GENERALI PPF HOLDING ANNUAL REPORT 2012 FINANCIAL SECTION I. Board of Directors Report A.PROFILE Generali PPF Holding B.V. is the holding company of the insurance group focusing on life and non-life insurance, with additional activity in pension fund and asset management businesses. Generali PPF Holding comprises businesses in 14 countries – Belarus, Bulgaria, Croatia, Czech Republic, Hungary, Kazakhstan, Montenegro, Poland, Romania, Russia, Serbia, Slovakia, Slovenia and Ukraine – and is among the most important insurers in Central and Eastern Europe, with total assets of €16.2 billion, premium income of €3.5 billion and more than 13 million clients. One of the companies included in Generali PPF Holding is Česká pojišťovna, established in 1827 when the First Czech Mutual Insurance Company (První česká vzájemná pojišťovna) was founded in Prague as a single-line insurer focusing on fire insurance for real estate. Even in today’s highly competitive environment, Česká pojišťovna continues to hold its privileged position. The final contract giving rise to the Generali PPF Holding group was concluded between Assicurazioni Generali and PPF Group N.V. on 10 July 2007, when Generali and the PPF Group transferred their insurance assets in Central and Eastern Europe to the new group, establishing it as one of the major players in the region. The creation of the new group was a major step in the two groups’ expansion strategies in one of the most promising regions for the insurance business and created a solid platform for further growth opportunities in neighbouring areas. The agreement valued the Central and Eastern Europe insurance assets transferred by the PPF Group at €3.6 billion and those transferred by Generali at €1.5 billion. Additionally, the Generali Group paid the PPF Group €1.1 billion to acquire a 51% ownership interest in the new group. The PPF Group held the remaining 49% as at 31 December 2012. On 8 January 2013, the two shareholders concluded the agreement for the sale of 49% of the Company from PPF Group to Generali Group in two tranches: the first 25% tranche was acquired by Generali on 28 March 2013, whereas the remaining 24% stake is expected to be acquired by Generali Group around the end of 2014. Part of the shareholders’ agreement was also the decision to sell the subsidiaries in the CIS region (Russia, Kazachstan, Belarus and Ukraine) to the PPF Group; therefore from 2013 the Group will focus only on the remaining 10 countries in the Central Eastern Europe region. B.FINANCIAL PERFORMANCE At the end of 2012, the consolidated shareholders’ equity of Generali PPF Holding amounted to €4.8 billion and total assets amounted to €16.2 billion. The bulk of assets is comprised of financial investments (69%). The consolidated profit of the Group attributable to the equity holders of the parent amounted to €197.7 million, showing a decrease of 37% compared to 2011. This decrease is, however, entirely due to impairment on goodwill and other intangible assets on Russian entities, which reflects the reduction of the carrying amount in consolidated financial statements to the agreed price of the sale of CIS companies to the PPF Group which took place in March 2013. Without this extraordinary effect, the profit presents an increase compared to the 2011 level which reflects the good results of the Group in its core business and markets. The total number of employees decreased to 13,099 as at 31 December 2012. There were 13,236 employees at the same time the previous year. 36 GENERALI PPF HOLDING ANNUAL REPORT 2012 FINANCIAL SECTION C.RISK MANAGEMENT The Group has implemented a risk management system that aims at identifying, evaluating and monitoring the most important risks to which the Group is exposed, i.e. risks whose consequences could affect the solvency of the Group or of any single business unit, or hamper the achievement of any Group goals. The main objectives of the Group’s risk management processes are to maintain identified risks below an acceptable level, optimise capital allocation, and improve the risk-adjusted performance for the Group as well as for each individual company. The risk management processes apply to the whole Group, to all the countries where it operates, and to each business unit. However, the degree of integration and depth varies with the complexity of the underlying risks. The integration of processes within the Group is fundamental to ensuring an efficient system of risk management and capital allocation for every business unit. The risk management system is based on three main pillars: a) Risk measurement process: Assessing the solvency of the Group and all individual units b) Risk governance process: Defining and controlling managerial decisions in relation to relevant risks c) Risk management culture: Increasing value creation. The Group is exposed to various risks as a result of its activities: insurance risk, liquidity risk, market risks (interest rate risk, equity price risk, and currency risk), credit risk, and operational risk. For detailed information on risk management, see Section E of the consolidated financial statements. From the point of view of liquidity and solvency, the Group is well-positioned with its plentiful capital surplus. Attesting to the Group’s standing is the high rating of its biggest subsidiary (Česká pojišťovna a.s.). See Section E of the consolidated financial statements for more details on solvency. 37 GENERALI PPF HOLDING ANNUAL REPORT 2012 FINANCIAL SECTION D.OVERVIEW OF OPERATIONS, BY COUNTRY AND SUBSIDIARY BELARUS FICJSC Generali Foreign Insurance Closed Joint Stock Company (FICJSC) Generali is one of the bancassurance leaders on the Belarussian market, working under a non-life insurance license. At the moment, the company is cooperating with 4 banks. The position of the company on the market remained stable. During 2012, FICJSC Generali continued to strengthen its leading and innovative position in the bancassurance sector. Among all insurance companies on the non-life market, FICJSC Generali is in 13th place. In 2012, the gross written premium of FICJSC Generali amounted to €2.9 million, representing an increase of 62% on an equivalent exchange rate basis. BULGARIA Generali Bulgaria Holding Generali Bulgaria is one of the major international insurers in Bulgaria. Its operations include Generali Insurance (non-life insurance), Generali Life Insurance (life insurance) and Generali Zakrila Health Insurance (one of the market leaders in voluntary health insurance). Despite the challenging market conditions, Generali Bulgaria’s companies succeeded in increasing their portfolio in the preferred business segments. Notwithstanding this situation, the official statistics show that the non-life company holds the 12th market position with a 3.2% market share. The life insurance company ranks 8th in the market place with a 4.2% market share. Generali Zakrila Health Insurance – occupies 2nd place on the voluntary health insurance market and has increased its market share to 13.1%. During 2012, Generali Bulgaria Holding recorded a gross written premium of €34.1 million. GP Reinsurance GP Reinsurance is the captive reinsurer based in Sofia, wholly owned by Generali PPF Holding. It provides non-life reinsurance solutions within the group. In June 2008, Generali PPF Holding obtained a reinsurance license for Bulgaria from the Bulgarian Financial Supervision Commission, allowing it to operate in the non-life reinsurance business through a fully-owned subsidiary based in Sofia. GP Reinsurance (GP Re) was established as a green-field investment in 2008 and started operations in 2009. In 2012, it posted a premium income accepted from other Group companies amounting to €747.7 million. 38 GENERALI PPF HOLDING ANNUAL REPORT 2012 FINANCIAL SECTION CROATIA Generali osiguranje Since its establishment in Croatia, Generali osiguranje has continuously been among the insurance companies with the highest growth rates on the non-life market. For the fourth year in a row, Generali recorded growth in the premiums and market share, a remarkable achievement in the Croatian insurance market. Generali osiguranje is also one of the leaders in bancassurance. It employs over 400 employees and insurance agents covering five regional headquarters with over 40 offices throughout the country. Moreover, and thanks to the cooperation with 80 insurance representative agencies, Generali has enhanced its product distribution. Despite the continuing stagnation of the insurance market in the past year, Generali osiguranje has achieved an increase in premium written and was able to stay 9th in the market with 3.8% of the market share. The company is firmly dedicated to further improvement of results in the coming period, which will be equally challenging for the entire market. Even in the challenging year 2012, Generali grew by 3.6%, while at the same time the market slightly decreased by 1.2%. Total gross written premiums in 2012 totalled €45.3 million. The main event of the year 2013 will be the entry of the Republic of Croatia to the European Union, which is going to have a definite influence on the overall socio-economic situation, and thus the insurance market. CZECH REPUBLIC Česká pojišťovna Česká pojišťovna is a universal insurance company with a wide range of both life and non-life insurance products, and is the largest insurer in the Czech insurance market. The company’s portfolio consists of almost 8 million policies. In 2012, the total market share of Česká pojišťovna (based on methodology of the Czech insurance association) measured by premiums written totalled 25.9%; in life insurance it was 23.1% and in non-life insurance 27.9%. The position of Česká pojištovna as the local insurance market leader was confirmed by the company’s financial results for 2012, when gross written premiums exceeded €1.27 billion, out of which gross written premiums in non-life insurance amounted to €777.6 million and premiums in life insurance totalled €495.8 million. Penzijní fond České pojišťovny (Pension fund of Česká pojišťovna), the largest pension fund in the Czech Republic, has currently nearly 1.3 million clients and its total assets amounted to almost €2.7 billion, increasing by 14% compared to the previous year. Generali Pojišťovna Generali Pojišťovna is the fourth largest insurance company on the Czech market with a market share of 6.8% and the third strongest insurance company in the segment of corporate insurance. Generali Pojišťovna has almost 700 employees and over 1,500 sales representatives in the whole of the Czech Republic. In 2012, Generali Pojišťovna registred a reduction in gross written premiums by 6.3% to €322.5 million; this reduction is almost entirely concentrated in the motor business and is a consequence of the very high pressure on prices which affected the whole motor market. Notwithstanding this reduction in volume, the company kept its position among the largest insurance companies in the Czech Republic. As at 31 December 2012, Generali pension fund had 76 thousand clients with assets amounting to over €143 million. Because of the Czech pension reform, the Generali pension fund was transferred under the structures of Česká pojišťovna group in December 2012. 39 GENERALI PPF HOLDING ANNUAL REPORT 2012 FINANCIAL SECTION HUNGARY Generali-Providencia Biztosító Generali-Providencia Biztosító is the second largest insurance company on the Hungarian market, with a total of almost 1 million clients. With its international background and long tradition on the Hungarian market, Generali-Providencia continues to preserve its stability, acting as a reputable partner in vehicle, property and life insurance services. The Hungarian insurance market was still having difficulties in 2012 as a result of the austerity measures and taxes undertaken by the government in its attempt to balance the country’s deficit. In 2012, Generali-Providencia accounted for a market share of 16.5%, as calculated based on methodology of the Hungarian insurance association, while the Group’s market share (also including Europai Utazasi and Genertel) was 17.3%. Generali-Providencia reported a total of €379.8 million premium income, while the same figure for the group was €402.1 million. In 2012, the Generali Group in Hungary exceeded the previous year’s profit after tax and achieved the planned value despite the difficult economic environment. KAZAKHSTAN JSC Generali Life The Joint Stock Company (JSC) Generali Life is the only international insurer in Kazakhstan, with a full range of life insurance products. The overall market share in premiums written in the Kazakhstan life insurance market as at 31 December 2012 was over 15.5%. During 2012, JSC Generali Life strengthened its leading and innovative position in the Kazakhstan life market and continued to expand aggressively in the retail and corporate segments despite the negative market environment. Despite adverse economic conditions, JSC Generali Life posted very good results. In 2012, the gross written premiums amounted to €60.5 million, representing a remarkable increase compared to €27.2 million recorded in 2011. MONTENEGRO Delta Generali Osiguranje Podgorica Delta Generali Osiguranje Podgorica is one of the five insurance companies operating in Montenegro with a full range of non-life insurance products. In 2012, Delta Generali Osiguranje Podgorica strengthened its position as number 3 on the market with a market share of 15.5% and continued further expansion. Delta Generali’s market share in non-life insurance in 2012 was 17.5% compared to 12.7% in 2011. The market is still influenced by the financial crisis and a large part of the premium is compulsory MTPL. The year 2012 was a period of growth, not only in terms of premium, but in profitability. The gross premiums written totalled €9.6 million in 2012. 40 GENERALI PPF HOLDING ANNUAL REPORT 2012 FINANCIAL SECTION POLAND Generali & Generali Życie Generali Poland is the insurance group focusing on life (Generali Życie Towarzystwo Ubezpieczeń) and non-life insurance (Generali Towarzystwo Ubezpieczeń), with additional activity in the Pension Fund. The Generali Group has been present in the Polish market since 1999 offering its products for individuals as well as corporate and small and medium sized enterprises. Last year, Generali Poland confirmed its growing trend in volumes both in non-life and life business, especially in the most important segment of its products with regular premiums, which have been growing significantly faster than the market. Generali Poland also managed at the same time to further improve the non-life profitability of its business. In 2012, Generali Poland achieved the best financial and sales results in the history of the company. The overall gross written premiums reached €390.1 million, showing a remarkable growth of 11.7% compared to 2011. ROMANIA Generali Romania Asigurare Reasigurare For Generali Romania (formed as a result of the merger between Generali Asigurari and ARDAF in 2011), the year 2012 was one of reorganization. The company went through a major restructuring process in order to strengthen its business and become profitable. Despite the negative economic environment and internal measures aimed at improving the company’s profitability, Generali Romania reached the end of 2012 with the gross written premium amounting to €100.6 million, which secured a market share of 5.9%. RUSSIA Generali PPF Insurance Group In 2012, Generali PPF Insurance Group was represented in Russia by 3 companies: Generali PPF Life Insurance, Generali PPF General Insurance and Generali PPF Pension Fund. During 2012, Generali PPF Russia strengthened its positions on the Russian Insurance market. According to the official ranking of the Federal Financial Markets Service in 3Q 2012, non-life business of the Russian companies achieved considerable growth and improved its position from 16th place in 2011 to 13th place in 2012 with a 2.0% market share. In life business, Generali PPF Life insurance achieved 11th position among the insurance Groups with an overall market share of 3.2%. In 2012, Generali PPF Russia demonstrated high growth rates of 96.6% in terms of gross written premium, and the growth touched all lines of business: total gross written premiums amounted to €526.6 million. While delivering substantial growth rates, Generali PPF Russia has managed to maintain high business profitability. 41 GENERALI PPF HOLDING ANNUAL REPORT 2012 FINANCIAL SECTION SERBIA Delta Generali Osiguranje Delta Generali is the second largest insurance company on the Serbian market and at the same time the largest private-owned company in terms of premium income and assets. Gross written premiums in Delta Generali grew by 12.9% in 2012 to €108.7 million, being the market leader in life insurance with a 27.1% market share, in health insurance with a 55.7% market share, in travel insurance with a 29.7% market share, and in second position in the MTPL segment with 21.7%. SLOVAKIA Generali Slovensko With the exception of motor insurance, during 2012 Generali Slovensko poisťovňa continued to grow in the retail and corporate segments despite the competitive market environment. The market share in total reached 8.6%, in non-life 10.7% and in life business 6.8%. The goal for the next year is to grow in the market share together with increasing profitability. Despite unstable economic conditions and unfavorable market development, Generali Slovensko poisťovňa posted very good financial results. In 2012, the gross written premiums amounted to €181.1 million. SLOVENIA Generali Zavarovalnica Generali Zavarovalnica is one of the major insurers in Slovenia with a broad range of non-life and life insurance products. The company has 381 employees and its sales network extends throughout the entire country. Since 2006, Generali has been the biggest international insurance company in Slovenia. Generali’s key segment is non-life (especially motor and property insurance), where the company maintained substantially the same volumes as in 2011. With a market share that reached 4.6% at the end of 2012, the company ranked sixth on the Slovenian insurance market. In 2012, Generali Zavarovalnica continued to grow, especially in life segments and, despite adverse economic conditions, it posted very good results. In 2012, its gross written premium income totalled €83.8 million. UKRAINE Generali Life Insurance Generali Life Insurance Ukraine offers corporate and retail life insurance on the Ukrainian market. The company is cooperating mainly with external distribution partners throughout Ukraine. Despite the slow recovery of the economic situation in Ukraine, the company strengthened its position in the corporate life segment and in the employee benefits market. During 2012, Generali Life showed stable growth with the gross written premium amounting to €0.9 million. 42 GENERALI PPF HOLDING ANNUAL REPORT 2012 FINANCIAL SECTION E.CORPORATE SOCIAL RESPONSIBILITY (CSR) Generali PPF Holding and its companies stress the importance of Corporate Social Responsibility in their daily business. The importance of implementing the essentials of Corporate Social Responsibility in our core business is clear. The integration of policies concerning CSR issues contributes to positive long-term financial and economic growth. These policies raise employee awareness of the necessity of conserving energy, reducing paper consumption (for example, by making double-sided printing the standard), promoting recycling, and sorting waste for recycling or disposal. Environmental-related policies are continuously updated in line with new developments which offer possibilities for improving these policies. Protecting the environment as a primary asset is one of the Generali Group’s guiding values, and therefore also Generali PPF Holding and its companies follow the Group’s Environmental Policy. Addressing social issues by developing new products (e.g. sick leave, disability, and unemployment) is another way in which we try to take responsibility for the well-being of our society. Companies of Generali PPF Holding are also active towards the local societies; they support a wide scope of various preventive projects for children’s education, help for children and other people in need, they participate in sport and cultural events or struggle for better environmental development. There are also many road safety projects run by our insurance companies. More details on the particular CSR projects can be found in the companies’ profiles in the first part of this annual report. As an institutional investor, we maintain our own principles of responsible investment. As part of the Generali Group, the Group adheres to the ethical guidelines adopted by Norway’s Government Pension Fund for all investments listed in its own account. The Generali Group also follows a guideline by which it accomplishes a universal life investment policy for its other partners. All companies of Generali PPF Holding are also involved in the Generali Group Sustainability reporting which is comprised of a wide range of environmental, social, or employment topics. F. OUTLOOK FOR OPERATIONS The expectations of the world economy are still difficult, but gradually increasing. In 2013, the Eurozone area economy will probably continue to contract (a 0.2% decrease in GDP is expected by the International Monetary Fund), but a new growth trend should be visible from 2014 (up to 1.0%), which will depend to a large extent on the upturn in the banking sector and greater cash availability, which should increase investment. The economic outlook for the CEE region is significantly more positive compared with the Eurozone, with an expected increase in GDP in the range of 3–4% in the coming years. However, this outlook is quite heterogeneous for different countries, with countries like Poland and the Czech Republic, where economic growth will still be more robust, and countries with higher political and macroeconomic risk – like Hungary, Serbia, Croatia and Slovenia – which have applied large austerity measures or have heavily changed their tax systems, which could negatively influence their economic growth. The outlook for the CEE insurance markets in 2013 remains slightly positive: insurance markets are expected to grow moderately, in continuation with the trend already shown in the last few years; also in this case, however, the development will be quite differentiated across the region. Overall, with respect to long-term expansion, the CEE region still offers very interesting growth potential, considering that the insurance markets are still underpenetrated (especially in the life segment) and the still low levels of insurance density; the full potential of such markets has therefore yet to be realized. The financial results of the Group in 2013 will be affected by the sale subsidiaries in the CIS region (Russia, Kazachstan, Belarus and Ukraine) to the PPF Group in March 2013, as part of the agreement between the shareholders that changed the shareholders’ structure of the Group. 43 GENERALI PPF HOLDING ANNUAL REPORT 2012 FINANCIAL SECTION On the basis of the macroeconomic scenario described above, and on a comparable perimeter basis (i.e. neutralising the impact of the exit of the CIS region), the Group expects non-life premiums in 2013 to slightly increase compared to 2012, mainly due to moderate growth in non-motor lines, whereas premium income in the motor business will be substantially stable, interrupting the reducing trend experienced in the last couple of years. Life premiums are also expected to grow moderately. As far as the final year-end result is concerned, assuming catastrophic events at physiological levels, the profit in 2013 should exceed the levels of 2012, which were negatively affected by the impairment of goodwill on the Russian companies. The number of employees is anticipated to remain stable in comparison to 2012 levels. Furthermore, we do not expect any significant financing activities to take place during 2013. Prague, 25 April 2013 The Board of Directors 44 GENERALI PPF HOLDING ANNUAL REPORT 2012 FINANCIAL SELECTION II. Consolidated Financial Statements for the Year Ended 31 December 2012 ACRONYMS Acronym Chapter FVPL Financial assets at fair value through profit or loss Statement of Cash Flows AFS Financial assets available for sale Statement of Changes in Equity PVFP Present value of future profits D.1.1.2 DPF Discretionary Participation Feature D.1.12.2 CDS Credit default swap D.1.4 IRS Interest rate swap D.1.4 CCS Cross currency swap D.1.4 MTPL Motor third party liability D.3.2 45 GENERALI PPF HOLDING ANNUAL REPORT 2012 FINANCIAL SECTION CONSOLIDATED STATEMENT OF FINANCIAL POSITION At 31 December 2012 The statement of financial position was prepared prior to profit appropriation. (€ million) Note Total assets F 2012 2011 (restated)* 16,167.3 14,815.5 1 Intangible assets F.1 2,721.3 2,851.1 1.1 Goodwill F.1.1 1,488.2 1,551.6 1.2 Other intangible assets F.1.2 1,233.1 1,299.5 2 Tangible assets F.2 124.4 124.9 2.1 Land and buildings (own use) F.2.1 86.9 85.1 2.2 Other tangible assets F.2.2 37.5 39.8 3 Investments F.3 11,182.2 10,188.4 3.1 Investment properties F.3.1 105.7 83.5 3.2 Investments in associated companies and joint ventures F.3.2 19.5 18.3 3.3 Held to maturity investments F.3.3 209.9 199.5 3.4 Loans and receivables F.3.4 481.2 640.0 3.5 Available for sale financial assets F.3.5 8,608.9 7,744.5 3.6 Financial assets at fair value through profit or loss F.3.6 1,757.0 1,502.6 F.3.6 1,576.8 1,273.6 4 Reinsurance assets of which financial assets relating to unit-linked policies F.4 252.2 243.0 5 Receivables F.5 457.8 460.7 275.9 259.6 35.1 42.1 136.4 114.6 10.4 44.4 5.1 Receivables arising out of direct insurance operations 5.2 Receivables arising out of reinsurance operations 5.3 Trade and other receivables 5.4 Current income tax receivables 6 Other assets F.6 661.3 481.8 6.1 Deferred acquisition costs F.6.1 561.9 335.8 6.2 Deferred tax assets F.26.1 10.9 55.4 6.3 Other assets 88.5 90.6 7 Cash and cash equivalents F.7 760.2 465.6 8 Assets held for sale F.8 7.9 0.0 46 GENERALI PPF HOLDING ANNUAL REPORT 2012 FINANCIAL SECTION (€ million) Note Total shareholders’ equity and liabilities 1 Shareholders’ equity F.9 1.1 Shareholders’ equity attributable to the Group 1.1.1 Share capital 1.1.2 Other reserves 1.2 Shareholders’ equity attributable to non-controlling interests 2012 2011 (restated)* 16,167.3 14,815.5 4,788.1 4,467.7 4,759.1 4,406.2 0.1 0.1 4,759.0 4,406.1 29.0 61.5 2 Other provisions F.10 77.6 83.6 3 Insurance provisions F.11 7,383.2 6,594.3 4 Financial liabilities F.12 3,041.7 2,849.5 305.6 296.7 2,736.1 2,552.8 441.0 358.3 254.8 202.3 5.2 Payables arising out of reinsurance operations 42.9 56.8 5.3 Current income tax payables 42.8 7.6 4.1 Financial liabilities through profit or loss 4.2 Other financial liabilities 5 Payables F.13 5.1 Payables arising out of direct insurance operations 5.4 Other payables 100.5 91.6 6 Other liabilities F.14 435.7 462.1 6.1 Deferred tax liabilities F.26.1 245.3 289.3 6.2 Other liabilities F.14 190.4 172.8 * For details on the effect of the changes in accounting policies, please refer to note D.6.1. The notes on pages 53 to 147 are an integral part of these financial statements. 47 GENERALI PPF HOLDING ANNUAL REPORT 2012 FINANCIAL SECTION CONSOLIDATED INCOME STATEMENT For the year ended 31 December 2012 (€ million) Note 1 Total income 2012 2011 3,819.7 3,594.5 1.1 Net earned premiums revenue F.15 3,059.5 3,031.5 1.1.1 Insurance premium revenue F.15.1 3,270.6 3,232.8 1.1.2 Insurance premium ceded to reinsurers (211.1) (201.3) 1.2 Fee and commission income and income from financial service activities F.16 42.1 42.6 1.3 Net gains/(losses) from financial instruments at fair value through profit or loss F.17 165.7 (238.6) 85.6 (65.7) 1.2 0.8 of which net gains/(losses) from financial investments relating to unit-linked policies 1.4 Share of results of joint ventures accounted for using the equity method 1.5 Net gains/(losses) related to associates and disposal of subsidiaries F.18 (1.6) (5.0) 1.6 Income from other financial instruments and investment properties F.19 500.6 588.5 1.6.1 Interest income 339.5 336.8 1.6.2 Other income 16.9 21.6 1.6.3 Realized gains 103.3 183.9 1.6.4 Unrealized gains 23.8 31.1 1.6.5 Reversal of impairment losses 17.1 15.1 1.7 Other income F.20 2 Total expenses 2.1 Net insurance benefits and claims F.21 2.1.1 Claims paid and change in insurance provisions 2.1.2 Reinsurers’ share 52.2 174.7 (3,545.9) (3,218.6) (1,850.7) (1,775.0) (1,912.5) (1,845.3) 61.8 70.3 2.2 Fee and commission expenses and expenses from financial service activities F.22 (50.9) (28.9) 2.3 Expenses from other financial instruments and investment properties F.23 (141.7) (180.5) (53.6) (37.8) 2.3.1 Interest expense 2.3.2 Other expense (3.5) (3.6) 2.3.3 Realized losses (46.6) (114.0) 2.3.4 Unrealized losses (3.8) (0.3) 2.3.5 Impairment losses (34.2) (24.8) (1,078.0) (989.7) (822.4) (729.8) (16.8) (18.3) 2.4 Acquisition and administration costs F.24 2.4.1 Commissions and other acquisition costs 2.4.2 Investment management expenses 2.4.3 Other administration costs 2.5 Other expenses F.25 Change in net assets attributable to unit holders of investment funds EARNINGS BEFORE TAXES Income taxes NET PROFIT OF THE YEAR Result of the period attributable to the equity holders of the parent Result of the period attributable to non-controlling interests F.26 (238.8) (241.6) (424.6) (244.5) (7.1) 2.5 266.7 378.4 (64.0) (70.6) 202.7 307.8 197.7 314.4 5.0 (6.6) 48 GENERALI PPF HOLDING ANNUAL REPORT 2012 FINANCIAL SECTION CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME For the year ended 31 December 2012 (€ million) Note 2012 2011 Net profit of the year F.9 202.7 307.8 Available-for-sale financial assets revaluation in equity F.9 508.8 (164.9) Available-for-sale financial asset revaluation recognised in income statement F.9 (57.5) (72.7) Available-for-sale impairment losses recognised in income statement F.9 14.5 10.1 Available-for-sale change in Deferred policyholder liabilities (assets) F.9 (183.5) 22.0 Other comprehensive income Interest in joint ventures accounted for using equity method Currency translation differences Cash-flow hedge reserve Other changes Total other comprehensive income/(loss) before tax Tax on items taken in other comprehensive income Tax on items taken directly to or transferred into equity – AFS Tax on items taken directly to or transferred into equity – Cash-flow hedge reserve F.9 0.1 0.0 75.3 (88.6) 0.6 (2.1) (4.4) 3.7 353.9 (292.5) (45.9) 37.1 (45.7) 36.9 (0.2) 0.2 Other comprehensive income/(loss), net of tax 308.0 (255.4) Total comprehensive income 510.7 52.4 505.6 60.6 5.1 (8.2) Attributable to: – Owners of the Parent – Non-controlling interests 49 GENERALI PPF HOLDING ANNUAL REPORT 2012 FINANCIAL SECTION CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (€ million) Note Balance as at 1 January 2011 Share capital 0.1 Additional Revaluation paid – financial in capital assets AFS 3,601.8 145.0 Other capital Translation reserves reserve 286.6 145.4 Cash-flow Attributable Attributable hedge to equity to nonreserve / Retained holders controlling (deficit) earnings of the Parent interests 0.7 Net profit for the year Total 267.3 4,446.9 24.8 4,471.7 314.4 314.4 (6.6) 307.8 (1.4) (164.9) Available-for-sale financial assets revaluation in equity F.9 (163.5) (163.5) Available-for-sale financial asset realised revaluation in income statement F.9 (72.7) (72.7) Available-for-sale impairment losses F.9 9.8 9.8 Available-for-sale change in Deferred policyholder liabilities (assets) F.9 22.0 22.0 22.0 – – Interest in joint ventures accounted for using equity method Currency translation differences Changes in cash-flow hedge reserve (88.1) F.9 (88.1) (2.1) Other changes Tax on items of other comprehensive income 3.7 F.9 36.9 Total comprehensive income (167.5) Acquisition of subsidiary from a party under common control Dividends 0.2 (88.1) (1.9) (38.5) F.9.1 Balance as at 31 December 2011 0.1 3,601.8 (22.5) 248.1 57.3 (1.2) Adjustment from change in accounting policy D.6.1 Balance as at 31 December 2011 restated 318.1 0.1 3,601.8 (22.5) 248.1 57.3 (1.2) (72.7) 0.3 (0.5) 10.1 (88.6) (2.1) (2.1) 3.7 3.7 37.1 37.1 60.6 (8.2) 52.4 (38.5) 43.9 5.4 (70.0) (70.0) (70.0) 515.4 4,399.0 60.5 4,459.5 7.2 7.2 1.0 8.2 522.6 4,406.2 61.5 4,467.7 50 GENERALI PPF HOLDING (€ million) ANNUAL REPORT 2012 Note Balance as at 1 January 2012 (restated) Share capital 0.1 FINANCIAL SECTION Additional Revaluation paid in – financial capital assets AFS 3,601.8 (22.5) Other capital Translation reserves reserve 248.1 57.3 Cash-flow Attributable Attributable hedge to equity to nonreserve / Retained holders controlling (deficit) earnings of the Parent interests (1.2) Net profit for the year Total 522.6 4,406.2 61.5 4,467.7 197.7 197.7 5.0 202.7 Available-for-sale financial assets revaluation in equity F.9 508.8 508.8 508.8 Available-for-sale financial asset realised revaluation in income statement F.9 (57.5) (57.5) (57.5) Available-for-sale impairment losses F.9 14.2 14.2 Available-for-sale change in Deferred policyholder liabilities (assets) F.9 (183.5) (183.5) (183.5) 0.1 0.1 Interest in joint ventures accounted for using equity method 0.1 Currency translation differences Changes in cash-flow hedge reserve 76.3 F.9 76.3 0.6 Other changes Tax on items of other comprehensive income F.9 (45.7) 236.3 Changes in ownership interests in subsidiaries that do not result in a loss of control C.1.1 Dividends F.9.1 Balance as at 31 December 2012 (0.2) 76.3 0.4 3,601.8 213.8 218.4 133.6 (0.8) 75.3 0.8 (4.4) 0.6 (45.9) 192.6 (45.9) 505.6 5.1 510.7 (29.7) (35.6) (65.3) (123.0) (123.0) (2.0) (125.0) 592.2 4,759.1 29.0 4,788.1 (29.7) 0.1 (5.2) 14.5 (1.0) 0.6 (5.2) Total comprehensive income 0.3 51 GENERALI PPF HOLDING ANNUAL REPORT 2012 FINANCIAL SECTION CONSOLIDATED STATEMENT OF CASH FLOWS (indirect method) For the period from 1 January to 31 December 2012 (€ million) Earnings before taxes Adjustments for: Depreciation and amortisation Amortisation of PVFP and impairment losses on goodwill and PVFP Impairment and reversal of impairment of current and non-current assets Profit/Loss on disposal of PPE, intangible assets and investment property Profit/Loss on disposal and revaluation of Financial Assets Gains/(Losses) on disposal of subsidiaries, associates and joint ventures Interest expense Interest income Dividend income Interest income from financial instruments at FVPL Income/expenses not involving movements of cash Purchase of financial assets at FVPL Proceeds from financial assets at FVPL Change in loans and advances to banks Change in loans and advances to customers Change in receivables Change in reinsurance assets Change in other assets, prepayments and accrued income Change in payables Change in financial liabilities for investment contract with DPF Change in financial liabilities at FVPL Change in liabilities to banks Change in insurance liabilities Change in other liabilities, accruals and deferred income Change in other provisions Cash flows arising from taxes on income Net cash flow from operating activities Cash flow from investing activities Interest received Dividends received Purchase of tangible assets and intangible assets Purchase of financial assets available for sale Purchase of financial assets held to maturity Purchase of investment property Net cash flow from acquisition of subsidiaries, associates and joint ventures, net of cash acquired Provided loans Proceeds from disposals of tangible and intangible assets Proceeds from financial assets available for sale Proceeds from financial assets held to maturity Proceeds from sale of investment property Net cash flow from investing activities Cash flow from financing activities Drawing of loans Repayment of loans Interest paid Dividends paid to shareholders Payment of other liabilities from bonds issued Proceeds from other liabilities from bonds issued Net cash flow from financing activities Net increase (decrease) in cash and cash equivalents Cash and cash equivalents as at 1 January Cash and cash equivalents as at 31 December Note 2012 266.7 2011 378.4 F.23, F.25 F.23, F.25 50.2 183.1 56.2 49.5 88.1 9.8 (0.2) (221.1) 0.5 53.6 (339.5) (16.9) (19.2) 2.4 (10,619.4) 10,520.9 160.3 0.0 (61.4) (2.0) (263.1) 47.4 162.9 (21.6) 9.0 591.9 18.6 (7.1) (108.3) 443.9 0.0 165.2 5.0 37.8 (336.8) (21.6) (24.5) (75.7) (8,877.0) 8,717.6 175.3 0.3 2.2 21.3 (81.3) 12.8 171.9 26.8 4.3 (180.8) (29.2) (28.2) (88.7) 122.5 337.1 17.0 (63.4) (5,467.3) (11.3) (0.2) (88.0) 347.8 21.6 (69.3) (7,046.7) (35.6) (0.4) 10.8 0.0 15.8 5,225.5 15.8 0.4 (18.6) (92.7) 24.3 6,590.3 88.1 0.0 (161.8) 0.0 0.0 (2.0) (125.3) (19.9) 16.5 (130.7) 294.6 465.6 760.2 40.2 (53.6) (3.4) (220.0) 0.0 0.0 (236.8) (276.1) 741.7 465.6 F.17, F.19, F.23 F.23 F.17, F.19 F.19 F.17 F.7 F.7 52 GENERALI PPF HOLDING ANNUAL REPORT 2012 FINANCIAL SECTION Notes to the Financial Statements A.GENERAL INFORMATION A.1 DESCRIPTION OF THE GROUP Generali PPF Holding B.V. (“Generali PPF Holding” or the “Company”) is an insurance holding company operating via its subsidiaries. It offers a wide range of life and non-life insurance products as well as pension fund schemes in Central and Eastern Europe. Generali PPF Holding was established under the laws of the Netherlands and as at 31 December 2012 was owned by Assicurazioni Generali S.p.A. (51% share) and PPF Group N.V. (49% share). Assicurazioni Generali S.p.A. (“Generali”) is the Company’s ultimate parent company. Generali’s financial statements are publicly available on its internet pages www.generali.com. On 8 January 2013, the two shareholders concluded the agreement for the sale of 49% of the Company from PPF Group N.V. to Assicurazioni Generali S.p.A. in two tranches: • On 28 March 2013, Generali acquired 25% of shares of the Company from the PPF Group, obtaining as at the same day full management control of the Company with the right to appoint executives of the Company. On the same date, the Group sold the subsidiaries in the CIS region (Russia, Kazachstan, Belarus and Ukraine) to the PPF Group. • For the remaining tranche of the acquisition, representing 24% of shares of the Company, closing is scheduled for the end of 2014. Although a Dutch company, incorporated on 10 July 2007 under the laws of the Netherlands, with its registered office at Strawinskylaan 933, 1077 XX, Amsterdam, the Netherlands, its main operations are based in the Czech Republic, where its branch is registered at Evropská 2690/17, P.O. Box 177, 160 41 Prague 6, Czech Republic. The Company identification number issued by the commercial register in the Netherlands is 342 75 688, the branch in the Czech Republic is registered under the identification number of 282 39 652. The consolidated financial statements of Generali PPF Holding for the year ended 31 December 2012 comprise the Company and its subsidiaries (together collectively referred to as the “Group”). See Section C of these financial statements for a listing of significant Group entities and changes to the Group structure. The Board of Directors authorised these financial statements to be issued on 25 April 2013. 53 GENERALI PPF HOLDING A.2 ANNUAL REPORT 2012 FINANCIAL SECTION STATUTORY BODY The Board of Directors as at the end of the reporting period consists of: Chairman: Sergio Balbinot Members: Ladislav Bartoníček Petr Kellner Aleš Minx Jaroslav Mlynář Mario Greco Jiří Šmejc Valter Trevisani Following the shareholders’ agreement described in note A.1, since 28 March 2013 the Board of Directors has been composed of: Chairman: Sergio Balbinot Members: Ladislav Bartoníček Luciano Cirinà Mario Greco Lubomír Král Jaroslav Mlynář Nikhil Srinivasan Valter Trevisani 54 GENERALI PPF HOLDING ANNUAL REPORT 2012 FINANCIAL SECTION B. BASIS OF PREPARATION B.1 STATEMENT OF COMPLIANCE These financial statements have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union (EU) in accordance with the IAS Regulation (EC 1606/2002). The Company financial statements have been drawn up in accordance with Section 402, Book 2, of the Dutch Civil Code. Management has reviewed those standards and interpretations adopted by the EU as at the date of issuance of these financial statements, but which were not effective as at that date. An assessment of the expected impact of these standards and interpretations on the Group is shown in D.6.3. B.2 BASIS OF PREPARATION The Group prepares these consolidated financial statements in accordance with IFRS (as adopted by the EU – see Note B.1). These financial statements are presented in euros (“EUR (€)”) which is the functional currency of its shareholders. These financial statements have been prepared on a historical cost basis except for the following assets and liabilities which are stated at their fair value: derivative financial instruments, financial instruments at fair value through profit or loss and financial instruments classified as available-for-sale. The preparation of these financial statements in accordance with IFRS requires that management make judgements, estimates and assumptions that affect the application of policies and the reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making judgements about the carrying values of assets and liabilities that cannot readily be determined from other sources. The actual values may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision only affects that period or in both the period of the revision and future periods if the revision affects both the current and future periods. 55 GENERALI PPF HOLDING ANNUAL REPORT 2012 FINANCIAL SECTION C.GENERAL CRITERIA FOR DRAWING UP THE FINANCIAL STATEMENTS AND THE CONSOLIDATION METHOD Assicurazioni Generali S.p.A. (“Generali”) and PPF Group N.V. (“PPF”) Holding based in the Czech Republic decided to cooperate in providing insurance. The transaction was arranged through the establishment of a new entity – Generali PPF Holding B.V. – based in the Netherlands, into which Generali contributed its CEE insurance business and PPF contributed its subsidiary CZI Holdings N.V. (“CZIH”) that included a number of insurance or insurance-related entities plus investment funds. The transaction was approved by the EU regulator on 17 January 2008, which is considered to be the effective transaction date. After this approval, PPF contributed shares of CZIH to Generali PPF Holding and Assicurazioni Generali S.p.A. contributed shares of its CEE insurance entities plus an amount of cash to Generali PPF Holding. Generali PPF Holding has its own employees and is managed through a branch based in Prague. C.1 GROUP ENTITIES The consolidated financial statements are made up of those of the Parent Company and of its directly or indirectly controlled subsidiaries. All entities satisfying the requisites of effective control are included in the consolidation. Based on the IAS 27 definition, the control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The Group consolidates all material subsidiaries and recognises, using the equity method, all material associated companies and joint ventures. Immaterial subsidiaries, associated companies and joint ventures are summarised in table F.3.2. A list of material Group entities is presented below. 56 GENERALI PPF HOLDING ANNUAL REPORT 2012 FINANCIAL SECTION For the year ended 31 December 2012 Company Country Functional currency Proportion of ownership interest Proportion of voting rights Generali Foreign Insurance Company Inc. Belarus Generali Bulgaria Holding AD Bulgaria BYR 100.00 100.00 BGN 100.00 100.00 Generali Insurance AD Generali Life Insurance AD Bulgaria BGN 99.87 99.87 Bulgaria BGN 99.56 99.56 Generali Zakrila Health-Insurance AD Bulgaria BGN 94.47 94.47 Generali Zakrila Medical and Dental Center EOOD Bulgaria BGN 94.47 100.00 GP Reinsurance EAD Bulgaria CZK 100.00 100.00 Generali Osiguranje d.d. Croatia HRK 100.00 100.00 City Empiria, a.s. Czech Republic CZK 100.00 100.00 CPI - 1. Zajištěný fond kvalifikovaných investorů Czech Republic CZK 100.00 100.00 CPI - 1. Fond kvalifikovaných investorů GPH Czech Republic CZK 100.00 100.00 CPI - 9. Zajištěný fond kvalifikovaných investorů Czech Republic CZK 91.02 91.02 CPI - 10. Zajištěný fond kvalifikovaných investorů Czech Republic CZK 79.49 79.49 CPI - 11. Zajištěný fond kvalifikovaných investorů Czech Republic CZK 95.13 95.13 CPI - Dynamický fond fondů otevřený podílový fond Czech Republic CZK 96.00 96.00 CPI - Fond globálních značek Czech Republic CZK 68.40 68.40 CPI - Fond nemovitostních akcí Czech Republic CZK 67.36 67.36 CPI - II. Zajištěný fond Czech Republic CZK 87.59 87.59 CPI - III. Zajištěný fond Czech Republic CZK 92.94 92.94 CPI - IV. Zajištěný fond Czech Republic CZK 84.78 84.78 CPI - Komoditní fond Czech Republic CZK 84.19 84.19 CPI - V. Zajištěný fond Czech Republic CZK 89.53 89.53 CPI - VI. Zajištěný fond Czech Republic CZK 92.40 92.40 CPI - VII. Zajištěný fond Czech Republic CZK 78.59 78.59 CPI - Vyvážený fond fondů otevřený podílový fond Czech Republic CZK 94.62 96.62 Česká pojišťovna ZDRAVÍ a.s. Czech Republic CZK 100.00 100.00 Česká pojišťovna, a.s. Czech Republic CZK 100.00 100.00 ČP DIRECT, a.s. Czech Republic CZK 100.00 100.00 ČP INVEST invest. spol., a.s. Czech Republic CZK 100.00 100.00 ČP INVEST Realitní Uzavřený Investiční Fond, a.s. Czech Republic CZK 100.00 100.00 Generali Development s.r.o. Czech Republic CZK 100.00 100.00 Generali Penzijní Fond a.s. Czech Republic CZK 100.00 100.00 Generali Pojišťovna a.s. Czech Republic CZK 100.00 100.00 Generali PPF Asset Management, a.s. Czech Republic CZK 100.00 100.00 Generali PPF Services, a.s. Czech Republic CZK 100.00 100.00 Pankrác Services, s.r.o. Czech Republic CZK 100.00 100.00 Penzijní fond ČP, a.s. Czech Republic CZK 100.00 100.00 Solitaire Real Estate a.s.* Czech Republic CZK 100.00 100.00 Universální správa majetku, a.s. Czech Republic CZK 100.00 100.00 Europai Utazasi Biztosító R.t. Hungary HUF 61.00 61.00 Generali Alapkezelõ Rt. Hungary HUF 100.00 100.00 Generali Ingatlan Vagyonkezelo és Szolgáltató Kft Hungary HUF 100.00 100.00 Generali-Providencia Biztosító Rt. Hungary HUF 100.00 100.00 Genertel Biztosító Zrt Hungary HUF 100.00 100.00 Generali PPF Cash & Bond Fund Ireland EUR 94.43 94.43 Generali PPF Commodity Fund Ireland EUR 92.34 92.34 57 GENERALI PPF HOLDING ANNUAL REPORT 2012 FINANCIAL SECTION Company Country Functional currency Proportion of ownership interest Proportion of voting rights Generali PPF Corporate Bonds Fund Ireland Generali PPF Emerging Europe Fund Ireland EUR 49.95 49.95 EUR 85.91 85.91 Generali PPF Global Brands Fund Ireland EUR 99.24 99.24 Generali PPF New Economies Fund Ireland EUR 99.24 99.24 Generali PPF Oil & Energy Industry Fund Ireland EUR 92.99 92.99 JSC “Generali Life” Kazakhstan KZT 100.00 100.00 Delta Generali Holding d.o.o. Montenegro EUR 25.51 51.00 Delta Generali Osiguranje Montenegro EUR 25.51 100.00 Generali Finance Sp. z o.o. Poland PLN 100.00 100.00 Generali PTE S.A. Poland PLN 100.00 100.00 Generali T.U. S.A. Poland PLN 100.00 100.00 Generali Życie S.A. Poland PLN 100.00 100.00 Generali SAF de Pensii Private S.A. Romania RON 100.00 100.00 SC Generali Romania Asigurare Reasigurare Romania RON 99.91 99.91 Generali PPF General Insurance LLC Russia RUB 100.00 100.00 Generali PPF Life Insurance LLC Russia RUB 100.00 100.00 Delta Generali Osiguranje a.d. Serbia RSD 50.02 50.02 Delta Generali Reosiguranje Serbia RSD 50.01 99.99 DGO Policlinic Dom Zdravlja Jedro Serbia RSD 50.02 100.00 Voluntary Pension Fund Management Company Serbia RSD 50.02 100.00 Generali Slovensko poisťovňa, a. s. Slovakia EUR 100.00 100.00 VUB Generali d.s.s., a.s.** Slovakia EUR 50.00 50.00 Generali Zavarovalnica d.d. Slovenia EUR 99.85 99.85 CP Strategic Investments B.V. The Netherlands EUR 100.00 100.00 CZI Holdings N.V. The Netherlands CZK 100.00 100.00 Generali PPF Holding B.V. The Netherlands CZK 100.00 100.00 Iberian Structured Investments I B.V. The Netherlands CZK 100.00 100.00 Generali Life Insurance Ukraine Ukraine UAH 100.00 100.00 Company Country Functional currency Proportion of direct ownership interest Proportion of direct voting rights Generali Foreign Insurance Company Inc. Belarus BYR 100.00 100.00 Generali Bulgaria Holding AD Bulgaria BGN 100.00 100.00 Generali Insurance AD Bulgaria BGN 99.87 99.87 Generali Life Insurance AD Bulgaria BGN 99.56 99.56 Generali Zakrila Health-Insurance AD Bulgaria BGN 94.47 94.47 Generali Zakrila Medical and Dental Center EOOD Bulgaria BGN 94.47 100.00 GP Reinsurance EAD Bulgaria CZK 100.00 100.00 Generali Osiguranje d.d. Croatia HRK 100.00 100.00 City Empiria, a.s. Czech Republic CZK 100.00 100.00 CPI - 1. Zajištěný fond kvalifikovaných investorů Czech Republic CZK 100.00 100.00 CPI - 1. Fond kvalifikovaných investorů GPH** Czech Republic CZK 100.00 100.00 * Subsidiaries consolidated since 2012 ** Joint venture For the year ended 31 December 2011 58 GENERALI PPF HOLDING ANNUAL REPORT 2012 FINANCIAL SECTION Company Country Functional currency Proportion of direct ownership interest Proportion of direct voting rights CPI - 9. Zajištěný fond kvalifikovaných investorů Czech Republic CZK 91.02 91.02 CPI - 10. Zajištěný fond kvalifikovaných investorů** Czech Republic CZK 79.49 79.49 CPI - 11. Zajištěný fond kvalifikovaných investorů** Czech Republic CZK 88.65 88.65 CPI - Dynamický fond fondů otevřený podílový fond Czech Republic CZK 93.29 93.29 CPI - Fond globálních značek Czech Republic CZK 74.78 74.78 CPI - Fond nemovitostních akcí Czech Republic CZK 63.87 63.87 CPI - I. Zajištěný fond Czech Republic CZK 78.69 78.69 CPI - II. Zajištěný fond Czech Republic CZK 86.20 86.20 CPI - III. Zajištěný fond Czech Republic CZK 92.41 92.41 CPI - IV. Zajištěný fond Czech Republic CZK 84.15 84.15 CPI - Komoditní fond Czech Republic CZK 84.02 84.02 CPI - V. Zajištěný fond Czech Republic CZK 89.51 89.51 CPI - VI. Zajištěný fond Czech Republic CZK 92.28 92.28 CPI - VII. Zajištěný fond** Czech Republic CZK 78.28 78.28 CPI - Vyvážený fond fondů otevřený podílový fond Czech Republic CZK 93.05 93.05 Česká pojišťovna ZDRAVÍ a.s. Czech Republic CZK 100.00 100.00 Česká pojišťovna, a.s. Czech Republic CZK 100.00 100.00 ČP DIRECT, a.s. Czech Republic CZK 100.00 100.00 ČP INVEST invest. spol., a.s. Czech Republic CZK 100.00 100.00 ČP INVEST Realitní Uzavřený Investiční Fond, a.s. Czech Republic CZK 100.00 100.00 Generali Development s.r.o. Czech Republic CZK 100.00 100.00 Generali Penzijní Fond a.s. Czech Republic CZK 100.00 100.00 Generali Pojišťovna a.s. Czech Republic CZK 100.00 100.00 Generali PPF Asset Management, a.s. Czech Republic CZK 100.00 100.00 Generali PPF Services, a.s. Czech Republic CZK 100.00 100.00 Pankrác Services, s.r.o. Czech Republic CZK 100.00 100.00 Penzijní fond ČP, a.s. Czech Republic CZK 100.00 100.00 Universální správa majetku, a.s. Czech Republic CZK 100.00 100.00 Europai Utazasi Biztosító R.t. Hungary HUF 61.00 61.00 Generali Alapkezelõ Rt. Hungary HUF 100.00 100.00 Generali Biztosítási Ügynök és Marketing Kft Hungary HUF 100.00 100.00 Generali Epitö-és Tervezö Hungary HUF 100.00 100.00 Generali Ingatlan Vagyonkezelo és Szolgáltató Kft Hungary HUF 100.00 100.00 Generali-Providencia Biztosító Rt. Hungary HUF 100.00 100.00 Genertel Biztosító Zrt Hungary HUF 100.00 100.00 Generali PPF Cash & Bond Fund Ireland EUR 94.4 94.4 Generali PPF Commodity Fund Ireland EUR 93.7 93.7 Generali PPF Corporate Bonds Fund Ireland EUR 82.5 82.5 Generali PPF Emerging Europe Fund* Ireland EUR 99.8 99.8 Generali PPF Global Brands Fund Ireland EUR 99.0 99.0 Generali PPF New Economies Fund Ireland EUR 98.9 98.9 Generali PPF Oil & Energy Industry Fund Ireland EUR 95.4 95.4 JSC “Generali Life” Kazakhstan KZT 100.00 100.00 Delta Generali Holding d.o.o. Montenegro EUR 25.51 51.00 Delta Generali Osiguranje Montenegro EUR 25.51 100.00 Delta Generali Životna osiguranja Montenegro EUR 25.51 100.00 Generali AutoProgram Poland PLN 100.00 100.00 59 GENERALI PPF HOLDING ANNUAL REPORT 2012 FINANCIAL SECTION Company Country Functional currency Proportion of direct ownership interest Proportion of direct voting rights Generali Finance Sp. z o.o. Poland PLN 100.00 100.00 Generali PTE S.A. Poland PLN 100.00 100.00 Generali T.U. S.A. Poland PLN 100.00 100.00 Generali Życie S.A. Poland PLN 100.00 100.00 Generali SAF de Pensii Private S.A. Romania RON 100.00 100.00 (former SC Asigurare Reasigurare ARDAF) Romania RON 33.64 33.64 Generali PPF General Insurance LLC Russia RUB 100.00 100.00 Generali PPF Life Insurance LLC Russia RUB 100.00 100.00 Delta Generali Osiguranje a.d. Serbia RSD 50.02 50.02 Delta Generali Reosiguranje Serbia RSD 50.01 99.99 DGO Policlinic Dom Zdravlja Jedro* Serbia RSD 50.02 100.00 Voluntary Pension Fund Management Company Serbia RSD 50.02 100.00 Generali Slovensko poisťovňa, a. s. Slovakia EUR 100.00 100.00 VUB Generali d.s.s., a.s.*** Slovakia EUR 50.00 50.00 Generali Zavarovalnica d.d. Slovenia EUR 99.85 99.85 CP Strategic Investments B.V. The Netherlands EUR 100.00 100.00 CZI Holdings N.V. The Netherlands CZK 100.00 100.00 Generali PPF Holding B.V. The Netherlands CZK 100.00 100.00 Iberian Structured Investments I B.V. The Netherlands CZK 100.00 100.00 CZI Ukraine, Pension fund administrator Ukraine UAH 100.00 100.00 Generali Life Insurance Ukraine Ukraine UAH 100.00 100.00 SC Generali Romania Asigurare Reasigurare * Subsidiaries consolidated since 2011 ** Investments funds opened/controlled in 2011 *** Joint venture The table below presents the list of unit-linked investment funds (mutual funds) which are considered associates and are reported in the financial investments at fair value through profit or loss. For the year ended 31 December 2012 Company Country CPI - Fond farmacie a biotechnologií Czech Republic CPI - Fond korporátních dluhopisů Czech Republic CPI - Fond nových ekonomik Czech Republic CPI - Fond peněžního trhu Czech Republic CPI - Fond ropy a energetiky Czech Republic CPI - Fond smíšený Czech Republic CPI - Fond zlatý Czech Republic CPI - Fond živé planety Czech Republic 60 GENERALI PPF HOLDING ANNUAL REPORT 2012 FINANCIAL SECTION For the year ended 31 December 2011 Company Country CPI - Fond farmacie a biotechnologií Czech Republic CPI - Fond korporátních dluhopisů Czech Republic CPI - Fond nových ekonomik Czech Republic CPI - Fond peněžního trhu Czech Republic CPI - Fond ropy a energetiky Czech Republic CPI - Fond smíšený Czech Republic CPI - Fond zlatý Czech Republic CPI - Fond živé planety Czech Republic General information about joint ventures: Registered seat: Shareholders: Group’s stake in registered capital: Core business: Recognised: VÚB Generali, Dôchodková správcovská spoločnosť, a.s. Mlynské nivy 1, 829 90 Bratislava Generali Slovensko poisťovňa, a. s. and VÚB, a.s. 50% Administration of pension funds for retirement savings scheme Using equity method C.1.1 Changes to the Group Detailed information about significant transactions with subsidiaries of the Group is provided below. 1) Transfer of shares of Generali Romania On 13 January 2012, the Group was granted the necessary approvals by the Romanian Insurance Supervisory Commission for the transfer of a 66.25% interest in S.C. Generali Romania Asigurare Reasigurare S.A. (Generali Romania) from Generali Holding Vienna A.G. (GHV). Consequently, Generali Romania was delisted from the Bucharest Stock Exchange on 14 March 2012. The transaction was completed on 2 April 2012 when the transfer of the entire participation held by GHV to the Group was performed and registered in the shareholder’s registry of the company. The purchase price for the transferred shares amounted to €62.2 million. The transfer is accounted for in the consolidated financial statements as a transaction with non-controlling interest and the difference between the consideration paid and the book value of non-controlling interest is presented in equity under the item “Other capital reserves”. 2) Establishment of ČP Asistence, s.r.o. ČP Asistence, s.r.o. (ČP Asistence), an assistance company set up jointly by the Group’s subsidiary Česká pojišťovna and Europe Assistance, started operations on 1 March 2012. The Group’s participation in ČP Asistence is 51%. The company provides complex assistance services to clients of Česká pojišťovna, utilizing a wide network of partners and innovative telecommunication solutions. 3) Sale of Ukrainian entities In April 2012, the Group completed the sale of some of its subsidiaries within the territory of the Ukraine, including the following entities: • Private Joint-Stock Company “CZI Ukraine, Pension fund administrator” • Private Joint Stock Company “Generali PPF Asset Management Ukraine” The total purchase price amounted to €1.7 million and the Group realised a loss of €1.0 million from the sale. 4) Acquisition of Region (Generali PPF Insurance) On 4 July 2012, the Group signed an agreement with the Finnish group Sampo to acquire 100% shares in the Russian Open Joint-Stock Insurance Company “Region” (Region), a small composite insurance company based in Saint Petersburg, for total consideration of €8.0 million. The transaction was subject to regulatory approvals, which were granted in November 2012. 61 GENERALI PPF HOLDING ANNUAL REPORT 2012 FINANCIAL SECTION Region has been consolidated, commencing 29 November 2012. The acquisition had no significant effect on the consolidated financial statements of the Group, net assets increased by €8.0 million. The purchase price has been allocated to net tangible assets acquired. Post-acquisition gross written premiums and net profit after taxes were less than €0.1 million. Region was established as one of the first private insurance companies in Russia back in 1993. Since 2008, it has been operating as a subsidiary of the Swedish company If Skadeforsakring Holding AB and is well known for its high quality of customer services. This acquisition will enable the Group to enter new insurance segments in Russia, especially the motor sector. Following the acquisition, Region changed its name to Public Stock Company “Generali PPF Insurance”. 5) Acquisition of Proama business On 23 July 2012, the Group and French insurer Groupama signed an agreement to acquire Groupama’s Polish insurance portfolio, operating under its branch Proama, into the Group’s structures. The transaction was finalised on 31 December 2012, when the approvals by all the regulatory authorities were granted. In line with the definitions set out in IFRS 3, the transaction is regarded and was accounted for as a business acquisition. The assets and liabilities arising from the acquisition are as follows: (€ million) Amounts acquired Assets 8.5 Receivables out of insurance operations 4.9 Other assets 2.7 Cash and cash equivalents 0.9 Liabilities Insurance provisions 37.2 33.5 Financial liabilities 1.4 Payables out of insurance operations 1.5 Other liabilities 0.8 Net liabilities acquired (28.7) Consideration transferred (11.2) Goodwill 17.5 The Group took over the insurance portfolio and other assets and liabilitites of Proama with a total net liabilities of €28.7 million. As compensation for the negative net asset value, the Group received consideration in cash amounting to €11.2 million. The residual amount was allocated to goodwill, which reflects Proama’s capabilities and the growth potential of the Polish insurance market. The transaction will enable the Group to expand its activities, benefiting from Proama’s strong entry into the Polish market in 2012. Proama is active mainly in the retail segment, starting with car insurance distributed through three channels: phone, internet and multi-agents. The Group is operating the acquired business as a branch of Česká pojišťovna. 6) Acquisition of Solitaire Real Estate, a.s. Effective as of 10 December 2012, the Group acquired 100% shares of Solitaire Real Estate a.s. (Solitaire), a real estate SPV owning properties in a prime location in Prague’s city centre, for total consideration of €7.2 million. The acquisition was aimed at increasing the proportion of real estate in the Group’s investment portfolio. The transaction is regarded as an acquisition of a group of assets, as the transferred set of activities and assets does not meet the definition of IFRS 3 for a business. 62 GENERALI PPF HOLDING ANNUAL REPORT 2012 FINANCIAL SECTION The acquisition of Solitaire had the following effect on the Group’s assets and liabilities: (€ million) Amounts acquired Assets 25.1 Investments 23.3 Other assets 0.3 Cash and cash equivalents Liabilities 1.5 17.9 Financial liabilities 17.3 Other liabilities 0.6 Net assets acquired 7.2 7) Disposal of the Non-State Pension Fund Generali PPF The Group indirectly sold its participation in the Non-State Pension Fund Generali PPF (RU) through sale of its interest in Generali PPF Fund Management (RU). On 14 December 2012, the Group signed an agreement with UNILIKS LLC to sell its participation in Generali PPF Fund Management (RU). The agreed purchase price amounts to RUB 373 million (€9.1 million). Consequently, net assets attributable to this company were reclassified to Held for Sale. Since the fair value of net assets less cost to sell is higher than the book value (€7.9 million), no loss was recognised on the reclassification. The transaction was completed in February 2013 after the approval by regulatory bodies was obtained. Generali PPF Fund Management is founder of the Non-State Pension Fund Generali PPF (RU). 8) Mergers and disposals The following mergers occurred within the Group in 2012: Generali Biztosítási Ügynök és Marketing Kft (HU) merged with Generali-Providencia Biztosító (HU) as at 1 January. Generali Építo-és Tervezö Kft (HU) merged with Generali Ingatlan Vagyonkezelö és Szolgáltató Kft as at 1 January. Delta Generali Životna osiguranja (ME) merged with Delta Generali Osiguranje (ME) as at 28 September. The company Generali AutoProgram (PL) was liquidated as at 30 September. C.2 CONSOLIDATION METHODS AND ACCOUNTING FOR ASSOCIATES AND JOINT VENTURES Investments in subsidiaries are consolidated line by line, whereas investments in associated companies and joint ventures are accounted for using the equity method. Reorganisations and mergers involving companies under common control are accounted for using predecessor amounts, and consequently no adjustment is made to the carrying amounts in the Group’s consolidated accounts and no goodwill arises on such transactions. Translation from functional to presentation currency The statements of the financial position in functional currencies different from the presentation currency of the Group were translated into EUR based on the exchange rates as at the end of the year. The income statements were translated based on the average exchange rates of the year. They reasonably approximate the exchange rates as at the dates of the transactions. The exchange rate differences arising from the translation were accounted for in other comprehensive income in a translation reserve and recognised in the income statement only at the time of the disposal of the investments. 63 GENERALI PPF HOLDING ANNUAL REPORT 2012 FINANCIAL SECTION Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as the foreign entity’s assets and liabilities and are translated at the closing rate. The exchange rates used for the translation of the main foreign currencies for the Group into EUR (“€”) are the ones published by the European Central Bank. C.2.1 Consolidation procedures The entities controlled by the Group are consolidated. Control is presumed to exist when the Group owns, directly or indirectly through other entities, more than half of the voting power of an entity or, in any event, when it has the power to govern the financial and operating policies of an investee. In the assessment of the control, potential voting rights are also considered. The consolidation of a subsidiary ceases commencing from the date when the Group loses control. If the Group loses control over a subsidiary, it: • derecognises the assets (including goodwill) and liabilities of the subsidiary, • derecognises the carrying amount of any non-controlling interest, • derecognises the cumulative translation differences recorded in equity, • recognises the fair value of the consideration received, • recognises the fair value of any investment retained, • recognises any surplus or deficit in profit or loss, • reclassifies the parent’s share of components previously recognised in other comprehensive income to profit or loss or retained earnings, as appropriate. In preparing the consolidated financial statements: • The financial statements of the Company and its subsidiaries are consolidated. The financial year-end date of each subsidiary is identical to the one of the Company, 31 December of each financial year. • The carrying amount of the Company’s investment in each subsidiary and the Company’s portion of equity of each subsidiary are eliminated as at the date of acquisition. • Non-controlling interests are shown as separate items in equity. • Intra-group balances, transactions, unrealised gains and losses resulting from intra-group transactions and dividends are eliminated in full. The Group uses the acquisition method to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair value of the assets transferred, the liabilities incurred and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Acquisition-related costs are recognised as expenses in the period in which they are incurred. Identifiable assets acquired and liabilities assumed in a business combination are measured initially at their fair values as at the acquisition date. On an acquisition-by-acquisition basis, the Group recognises any non-controlling interest in the acquiree either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s net assets. The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the identifiable net assets acquired is recorded as goodwill. If this is less than the fair value of the net assets of the subsidiary acquired in the case of a bargain purchase, the difference is recognised directly in the income statement. Changes to contingent consideration classified as a liability at the acquisition date are recognised through the income statement. Accounting for business combinations under IFRS 3 only applies if it is considered that a business has been acquired. Under IFRS 3, ‘Business combinations’, a business is defined as an integrated set of activities and assets conducted and managed for the purpose of providing a return to investors or lower costs or other economic benefits directly and proportionately to policyholders or participants. A business generally consists of inputs, processes applied to those inputs, and resulting outputs that are, or will be, used to generate revenues. In the absence of such criteria, a group of assets is deemed to have been acquired. If goodwill is present in a transferred set of activities and assets, the transferred set is presumed to be a business. For acquisitions meeting the definition of a business, the purchase method of accounting is used. 64 GENERALI PPF HOLDING ANNUAL REPORT 2012 FINANCIAL SECTION For acquisitions not meeting the definition of a business, the Group allocates the cost between the individual identifiable assets and liabilities of the acquired entity based on their relative fair values as at the date of acquisition. Such transactions or events do not give rise to goodwill. Business combinations under common control Acquisitions of subsidiaries controlled by Assicurazioni Generali S.p.A. group are considered transactions under common control. For these transactions, acquisition accounting as described in IFRS 3 is not applied. Instead, assets and liabilities of such acquired entities are recorded using the predecessor amounts method, prospectively from the date of gaining control over the acquired entity. Any difference between the consideration paid and the predecessor values of the net assets acquired is recorded within equity and presented in “Other capital reserves”. Transactions with non-controlling interests The Group is treating transactions with non-controlling interests as equity transactions not affecting profit and loss. For purchases from non-controlling interests, the difference between any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in equity. Gains or losses on disposals to non-controlling interests are also recorded in equity. Non-controlling interests are shown in the consolidated statement of financial position as a separate component of equity, which is distinct from the Group’s shareholders’ equity. The net income attributable to non-controlling interests is separately disclosed on the face of the consolidated income statement and statement of comprehensive income. C.2.2 Using the equity method Associated companies IAS 28 defines an associate as an entity over which the investor has significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies. If an investor holds, directly or indirectly through subsidiaries, 20% or more of the voting power of the investee, it is presumed that the investor has significant influence. Under the equity method, the investment in an associate is initially recognised at cost (including goodwill) and the carrying amount is increased or reduced to recognise the change in the investor’s share of the equity of the investee after the date of acquisition. The Group’s share of the profit or loss of the investee, net of dividends, is recognised in its income statement. Unrealised gains on transaction between the Group and its associated companies are eliminated to the extent of the Group’s interest in the associates. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. The accounting policies of associates have been changed where necessary in order to ensure consistency with the policies adopted by the Group. Joint ventures A joint venture is a contractual arrangement whereby two or more parties undertake an economic activity that is subject to joint control. Joint control is the contractually agreed sharing of control over an economic activity. Investments in joint ventures are accounted for by the equity method of accounting and are initially recognised at cost. The Group’s investment in joint ventures includes goodwill identified on acquisition. The Group’s share of its joint ventures’ post-acquisition profit or loss is recognised in the income statement, and its share of post-acquisition movements in reserves is recognised in reserves. When the Group’s share of losses in the joint-venture equals or exceeds its interest in the joint venture, including other unsecured receivables, the Group does not recognise further losses unless it has incurred obligations or made payments on behalf of the joint venture. Unrealised gains on transaction between the Group and its joint ventures are eliminated to the extent of the Group’s interest in the joint ventures. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Joint venture accounting policies have been changed where necessary in order to ensure consistency with the policies adopted by the Group. C.2.3 Consolidation of unit-linked investment funds The Group manages open-ended investment funds through the management companies ČP INVEST and Generali PPF Invest. The Group invests in these investment funds the assets related to unit linked products as well as its own direct investments. 65 GENERALI PPF HOLDING ANNUAL REPORT 2012 FINANCIAL SECTION For the calculation of the Group’s participation in individual investment funds, the entire Group’s investments are taken into account, including assets related to unit-linked products. For consolidation purposes, control is presumed to exist when the Group’s participation is above 50%. Controlled open-ended investment funds are fully consolidated. The Funds where the Group’s control is not presumed, because the participation is below 50%, are considered associates and are reported within the financial investments at fair value through profit or loss. Net assets attributable to unit holders outside the Group are recognised as financial liability. D. SIGNIFICANT ACCOUNTING POLICIES AND ASSUMPTIONS D.1 SIGNIFICANT ACCOUNTING POLICIES The accounting standards adopted in preparing the consolidated financial statements, and the contents of the items in the consolidated financial statements are presented in this section. D.1.1 Intangible assets In accordance with IAS 38, an intangible asset is recognised if, and only if, it is identifiable and controllable, it is probable that the expected future economic benefits attributable to the asset will flow to the Group and the cost of the asset can be measured reliably. This category includes goodwill and other intangible assets, such as software, brands and present value of future profits. Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognised in the income statement when the asset is derecognised. D.1.1.1Goodwill The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the identifiable net assets acquired is recorded as goodwill. In respect of associates and joint ventures, the carrying amount of any goodwill is included in the carrying amount of the investment in the entity. After initial recognition, goodwill is measured at the initially recognised amount less any impairment losses and it is not amortised. Realised gains and losses on disposals of investments in subsidiaries include the related goodwill. Goodwill is tested at least annually in order to identify any impairment losses. The purpose of the impairment test on goodwill is to identify the existence of any impairment losses. In this context, cash-generating units to which the goodwill is allocated are identified and tested for impairment. Cash-generating units usually represent life or non-life businesses in each country. The impairment loss is equal to the difference, if negative, between the recoverable amount and the carrying amount of the cash-generating unit. The recoverable amount is the higher of the fair value less cost to sell of the cash-generating unit and its value in use, i.e. the present value of the future cash flows expected to be derived from the cash-generating unit. The fair value of the cash generating unit is determined on the basis of current market quotation or valuation techniques commonly adopted. The valuation is based on the present value of future cash inflows and outflows, considering projections on budgets/forecasts approved by management and covering a maximum period of five years. Cash-flow projections for a period longer than five years are extrapolated using estimated growth rates. The discount rates used in the discounted cash-flow models reflect the risk-free rate, adjusted to take specific risks into account. Should any previous impairment losses no longer exist, they cannot be reversed. Impairment of goodwill is recognised in the income statement under the item “Other expenses”. For further details, see Note F.1.1. D.1.1.2 Present value of future profits On the acquisition of a portfolio of long-term insurance contracts or investment contracts, either directly, or through the acquisition of an enterprise, the net present value of the shareholders’ interest in the expected cash flows of the portfolio acquired is capitalised as an asset. This asset, which is referred to as the Present Value of Future Profits (“PVFP”), is calculated on the basis of an actuarial computation taking into account assumptions for future premium income, contributions, mortality, morbidity, lapses and returns on investments. PVFP is recognised separately for insurance segments and for respective companies. 66 GENERALI PPF HOLDING ANNUAL REPORT 2012 FINANCIAL SECTION The PVFP is amortised over the average effective life of the contracts acquired, by using an amortisation pattern reflecting the expected future profit recognition. Assumptions used in the development of the PVFP amortisation pattern are consistent with the ones applied in its initial measurement. The amortisation period varies from 5 to 30 years for individual portfolios. As for the life and non life portfolio, the recoverable amount of the value of the “in-force business acquired” is carried out through the Liability Adequacy Test (LAT) of the insurance provisions – mentioned in paragraph D.3.3 – taking into account, if any, the deferred acquisition costs recognised in the statement of financial position. If any, the impairment losses are recognised in the income statement. The amortisation and the potential impairment of present value of future profits are recognised in the income statement under the item “Other expenses”. For further details, see Note F.1.2. Where there is any indication that an impairment loss recognised for PVFP in prior years no longer exists, the carrying amount of PVFP is increased to its estimated recoverable amount. The increased carrying amount of PVFP due to the reversal of impairment loss cannot exceed the carrying amount that would be determined if no impairment loss had been recognised for PVFP in prior years, net of any amortisation accounted for in the meantime. D.1.1.3 Other intangible assets Intangible assets that are acquired by the Group are stated at cost less accumulated amortisation and impairment losses. Intangible assets with finite useful lives are amortised on a straight-line basis over an average period of 3–5 years. The amortisation methods, useful lives and residual values, if not insignificant, are reassessed annually. If a material addition is made to an asset during the year, its useful life and residual value are reassessed at the time of the addition. The brand can only be recognised when acquired from a third party and it is measured at the acquisition cost less impairment losses. Acquisition cost for this purpose is the asset’s fair value for assets acquired in business combinations – e.g. the relief-from-royalty method which is based on revenues attributable to the brand and appropriate royalty rate. The amortisation and the potential impairment of other intangible assets are recognised in the income statement under the item “Other expenses”. For further details, see Note F.1.2. Where there is any indication that an impairment loss recognised for an asset in prior years no longer exists, the carrying amount of the asset is increased to its estimated recoverable amount. The increased carrying amount of the asset due to the reversal of impairment loss cannot exceed the carrying amount that would be determined if no impairment loss had been recognised for the asset in prior years, net of any depreciation or amortisation accounted for in the meantime. D.1.2 Investment property Investment properties are properties that are held either to earn rental income or for capital appreciation or for both. A property owned by the Group is treated as an investment property if it is not occupied by the Group or if only an insignificant portion of the property is occupied by the Group. Property that is being constructed or developed for future use as an investment property is classified as investment property. To measure the value of investment properties, the Group applies the cost model set out by IAS 40, and adopts the depreciation criteria defined by IAS 16. Please refer to the paragraph on property and equipment (D.1.3) for information about the criteria used by the Group and finance leases of land and buildings. Rental income from investment property is accounted for on a straight-line basis over the term of the lease. Investment properties are derecognised either when they have been disposed of or when they are permanently withdrawn from use and no future economic benefit is expected from their disposal. The difference between the net disposal proceeds and the carrying amount of the asset is recognised in the income statement in the period of derecognition. D.1.3 Property and equipment Property and equipment are measured at the purchase price or production cost, less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditures that are directly attributable to the acquisition of the items. 67 GENERALI PPF HOLDING ANNUAL REPORT 2012 FINANCIAL SECTION Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All repairs and maintenance are charged to the income statement during the financial period in which they are incurred. Depreciation is provided on a straight-line basis using the following rates: Item Annual depreciation rate (%) Buildings 1.98–10.00 Other tangible assets and equipment 5.88–33.33 Component parts of an asset that have different useful lives or provide benefits in a different pattern are recognised as separate assets with different depreciation rates. The depreciation methods, useful lives and residual values, if not insignificant, are reassessed annually. If a material addition is made to an asset during the year, its useful life and residual value are reassessed at the time of the addition. Land is not depreciated. Leases in terms of which the Group assumes substantially all the risks and rewards of ownership are classified as finance leases. Property and equipment acquired by way of finance leasing are stated at an amount equal to the lower of the fair value and the present value of the minimum lease payments at the inception of the lease, less accumulated depreciation and impairment losses. Financial leases of property and equipment are not material for the Group. An item of property, plant and equipment and any significant part initially recognised is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount. These are included in the income statement under the item “Other income” or “Other expenses”. D.1.4 Financial assets Financial assets include financial assets at fair value through profit or loss (including derivatives), financial assets available-for-sale, financial assets held-to-maturity, loans and receivables, cash and cash equivalents. Financial assets are recognised in the statement of financial position when the Group becomes a party to the contractual provisions of the instrument. For standard purchases and sales of financial assets, the Group’s policy is to recognise them using settlement-date accounting. Any change in the fair value of an asset to be received or disposed during the period between the trade date and the settlement date is accounted for in the same way as if the Group used trade-date accounting. Financial instruments are measured initially at fair value plus, with the exception of financial instruments at fair value through profit or loss, transaction costs directly attributable to the acquisition or issue of the financial instrument. Subsequent measurement is described in Notes D.1.4.1 to D.1.4.4. Financial assets are derecognised when the rights to receive cash flows from them have expired or where they have been transferred and the Group has also transferred substantially all risks and rewards of ownership. Fair value measurement The fair value of financial instruments is based on their quoted market price on active markets as at the end of the reporting period without any deduction for transaction costs. If a quoted market price is not available or if the market for an investment is not active, the fair value of the instrument is estimated using pricing models or discounted cash-flow techniques. To identify a non-active market, the Group determines whether the quoted price really reflects the fair value, i.e. in cases when the price has not changed for a long period or the Group has information about an important event but the price did not change accordingly, the market is not considered active. Discounted cash-flow techniques use estimated future cash flows, which are based on management’s estimates, and the discount rate, which is constructed from risk-free rates adjusted by risk margin (credit spread). This is usually derived from an instrument with similar terms and conditions (ideally from the same issuer, similar maturity and seniority) which best reflects the market price. 68 GENERALI PPF HOLDING ANNUAL REPORT 2012 FINANCIAL SECTION In general, in the case that pricing models are used, inputs are based on market-related measures as at the end of the reporting period which limits the subjectivity of the valuation performed by the Group, and the result of such a valuation best approximates the fair value of an instrument. The fair value of derivatives that are not exchange-traded is estimated at the amount that the Group would receive or pay to terminate the contract as at the end of the reporting period, taking into account current market conditions and the current creditworthiness of the counterparties. In the case of options, Black-Scholes models are applied. Also, for any other over-the-counter instruments (CDS, IRS, CCS, etc.), widely accepted valuation models are applied and, again, the parameters of the valuation intend to reflect the market conditions. The Company discloses fair value measurements by level of the following fair value measurement hierarchy as defined by IFRS 7: • Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1). • Inputs other than quoted prices included within level 1 that are observable market data for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices) (level 2). • Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (level 3). The fair value of financial instruments traded in active markets is based on quoted market prices as at the end of the reporting period. These instruments are included in level 1. The fair value of financial instruments that are not traded in an active market (for example, over-the-counter derivatives or unquoted bonds) is determined by using valuation techniques. If all the significant inputs required to fair value an instrument are observable market data, the instrument is included in level 2. Specific valuation techniques used to value financial instruments include mainly quoted market prices or over the counter offers for similar instruments, cash-flow estimation and risk-free curves. If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. Level 3 contains investments where market prices are unavailable and entity specific estimates are necessary. Fair value hedge The Group designates certain derivatives as hedges of the fair value of recognised assets and liabilities. The hedge accounting has been applied to derivatives hedging a currency risk on designated non-derivative financial assets and insurance liabilities denominated in or exposed to foreign currencies (with respect to the functional currency of each subsidiary). The hedge accounting has also been applied to derivatives hedging an interest rate exposure of interest-bearing financial assets. The Group applies a fair value hedge. Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recorded in the income statement, together with any changes in the fair value of the hedged assets or liabilities that are attributable to the hedged riskwithin lines “Other income” or “Other expenses” and Net gains/(losses) from financial instruments at fair value through profit or loss. At the inception of the transaction, the Group documents the relationship between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking hedging transactions. The Group also documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions are expected to be and have been highly effective in offsetting changes in the fair values of hedged items. Cash-flow hedge The Group also designates certain derivatives as hedges of the cash flow of future interest payments. At the inception of the transaction, the Group documents the relationship between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking hedging transactions. The hedging instrument is remeasured at fair value attributable to the hedged interest rate risk as at the balance sheet date. The appropriate part of this revaluation attributable to the effective hedging is recognized through other comprehensive income in the revaluation reserve within the Group’s equity. The Group also documents its assessment of the hedging effectiveness, both at hedge inception and on an on-going basis, of whether the derivatives that are used in hedging transactions are expected to be and have been highly effective in offsetting changes in the fair values of hedged items. 69 GENERALI PPF HOLDING ANNUAL REPORT 2012 FINANCIAL SECTION If the change in fair value of the hedging instrument is larger than the change in fair value of the hedged item, then the equity accounts reflect only the change in fair value of the derivative in the amount of change in fair value of the hedged item. Identified hedge ineffectiveness is recognized in the income statement within line Net gains/(losses) from financial instruments at fair value through profit or loss. Embedded derivatives Certain derivatives embedded in other financial instruments are treated as separate derivatives when their economic characteristics and risks are not closely related to those of the host contract and the host contract is not carried at fair value through profit or loss. The Group designates the hybrid contracts at fair value through profit or loss. The Group does not separately measure embedded derivatives included in insurance contracts. No derivatives that are not closely related are embedded in insurance contracts. D.1.4.1 Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market, other than classified at fair value through profit or loss or classified as available-for-sale. After initial recognition at fair value, loans and receivables are measured at amortised cost using the effective interest method less provision for impairment. D.1.4.2 Financial assets held-to-maturity Held-to-maturity assets are non-derivative financial assets with fixed or determinable payments and fixed maturities other than those that meet the definition of loans and receivables that the Group has the positive intent and ability to hold to maturity, other than those: • that the Group upon initial recognition designates as at fair value through profit or loss, • that the Group designates as available-for-sale, • that meet the definition of loans and receivables. Financial assets held-to-maturity are measured at amortised cost using an effective interest rate method less any impairment losses. The amortisation of premiums and discounts is recorded as interest income. The fair value of an individual security within the held-to-maturity portfolio can temporarily fall below its carrying value, but, provided there is no risk resulting from significant financial difficulties of the issuer, the security is not considered to be impaired. D.1.4.3 Financial assets available-for-sale Available-for-sale financial assets are those non-derivative financial assets that are not classified as loans and receivables, held-to-maturity investments, or financial assets at fair value through profit or loss. After initial recognition, the Group measures financial assets available-for-sale at their fair values, without any deduction for transaction costs that it may incur upon sale or other disposal, with the exception of instruments that do not have a quoted market price on an active market and whose fair value cannot be reliably measured which are stated at cost, including transaction costs, less impairment losses. Any revaluation gain or loss on a financial asset available-for-sale is recognised in other comprehensive income with the exception of impairment losses (see note D.1.29.2) and, in the case of monetary items such as debt securities, foreign exchange gains and losses. When available-for-sale assets are derecognised, the cumulative gain or loss previously recognised in other comprehensive income is recognised in the income statement. Where these instruments are interest-bearing, interest calculated using the effective interest rate method is recognised in the income statement. Dividend income is recognised in the income statement under the “Other investment income” – see D.1.22. D.1.4.4 Financial assets at fair value through profit or loss Financial assets at fair value through profit or loss are financial assets held-for-trading and non-trading financial assets which are designated upon initial recognition at fair value through profit or loss. Financial assets held-for-trading are acquired or incurred principally for the purpose of generating a profit from short-term fluctuations in the price or dealer’s margin. Financial assets are classified as held-for-trading if, regardless of the reason they were acquired, they are part of a portfolio for which there is evidence of a recent actual pattern of short-term profit taking. 70 GENERALI PPF HOLDING ANNUAL REPORT 2012 FINANCIAL SECTION Financial assets held-for-trading include investments and derivative contracts that are not designated as effective hedging instruments. All trading derivatives in a net receivable position (positive fair value), as well as options purchased, are reported as trading assets. All trading derivatives in a net payable position (negative fair value), as well as options written, are reported as financial liabilities at fair value through profit or loss. If a financial asset is no longer held for the purpose of selling or repurchasing it in the near term (notwithstanding that the financial asset may have been acquired or incurred principally for the purpose of selling or repurchasing it in the near term), the financial assets can be reclassified out of the fair value through profit or loss category in rare circumstances. The Group designates non-trading financial assets according to its investment strategy as financial assets at fair value through profit or loss, whether there is an active market and the fair value can be reliably measured. The fair value option is only applied in one of the following situations: • It results in more relevant information, because it significantly reduces a measurement or recognition inconsistency (“accounting mismatch”); • When a contract contains one or more substantive embedded derivatives, unless the embedded derivative does not significantly modify the cash flows that otherwise would be required by the contract or it is clear that separation of an embedded derivative is prohibited. Subsequent to initial recognition, all financial assets at fair value through profit or loss are measured at fair value. Gains and losses arising from changes in the fair values of financial assets at fair value through profit or loss are recognised in the income statement. Swaps Swaps are over-the-counter agreements between the Group and other parties to exchange future cash flows based upon agreed notional amounts. Swaps most commonly used by the Group are interest rate and cross-currency interest rate swaps. Under interest rate swaps, the Group agrees with other parties to exchange, at specified intervals, the difference between fixed-rate and floating-rate interest amounts calculated by reference to an agreed notional amount. Cross-currency interest rate swaps require an exchange of interest payment flows and capital amounts in different currencies. The Group is subject to credit risk arising from default of the respective counter parties. Market risk arises from potentially unfavourable movements in interest rates relative to the contractual rates of the contract, or from movements in foreign exchange rates. Credit default swaps are also used by the Group. Under the credit default swap agreement, a credit risk is transferred from a protection buyer to a protection seller. Futures and forwards Forward contracts are commitments to either purchase or sell a designated financial instrument, currency, commodity or an index at a specified future date for a specified price and may be settled in cash or another financial asset. Forward contracts result in credit exposure to the counter party and exposure to market risk based on changes in market prices relative to the contracted amounts. A futures contract is a standardised contract, traded on a futures exchange, to buy or sell a standardised quantity of a specified commodity of standardised quality at a certain date in the future, at a price determined by the instantaneous equilibrium between the forces of supply and demand among competing buy and sell orders on the exchange at the time of the purchase or sale of the contract. Futures contracts bear considerably lower credit risk than forwards and, as forwards, result in exposure to market risk based on changes in market prices relative to the contracted amounts. Options Options are derivative financial instruments that give the buyer, in exchange for a premium payment, the right, but not the obligation, to either purchase from (call option) or sell to (put option) the writer a specified underlying instrument at a specified price on or before a specified date. The Group enters into interest rate options, foreign exchange options, equity and index options and credit failure options (swaps). Interest rate options, including caps and floors, may be used as hedges against a rise or fall in interest rates. They provide protection against changes in the interest rates of floating rate instruments above or below a specified level. Foreign currency options may also be used (commensurate with the type of option) to hedge against rising or falling currency rates. The Group as a buyer of over-the-counter options is subject to market risk and credit risk since the counter party is obliged to make payments under the terms of the contract if the Group exercises the option. As the writer of over-the-counter options, the Group is subject to the market risk, as it is obliged to make payments if the option is exercised by the counterparty or credit risk from a premium due from a counterparty. 71 GENERALI PPF HOLDING D.1.5 ANNUAL REPORT 2012 FINANCIAL SECTION Reinsurance assets Reinsurance assets comprise the actual or estimated amounts, which, under contractual reinsurance arrangements, are recoverable from reinsurers in respect of technical provisions. Reinsurance assets relating to technical provisions are established based on the terms of reinsurance contracts and valued on the same basis as the related reinsured liabilities. The Group records an allowance for estimated irrecoverable reinsurance assets, if any. D.1.6 Insurance receivables Receivables on premiums written in the course of collection and receivables from intermediates, co-insurers and reinsurers are included in this item. They are initially recognised at fair value and then at their presumed recoverable amounts, if lower. D.1.7 Other receivables Other receivables include all other receivables other than of an insurance or tax nature. They are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less a provision for impairment. Cash-flow hedge For some of the expected foreign currency receivables, the cash-flow hedge by foreign currency loan is being applied in the Group to minimise its exposure to changes in cash flows denominated in foreign currencies. The effective portion of the gains and losses on the hedging instrument is recognised in other comprehensive income and is recognised in the income statement only in periods during which the hedged forecast transaction affects profit or loss. The gain or loss relating to the ineffective portion is recognised immediately in the income statement within lines “Other income” or “Other expenses”. At the inception of the transaction, the Group documents the relationship between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking hedging transactions. The Group also documents its assessment, both at hedge inception and on an ongoing basis of the hedging effectiveness. D.1.8 Cash and cash equivalents Cash consists of cash on hand and demand deposits with banks and other financial institutions and term deposits due within 15 days. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. D.1.9 Lease transactions Property and equipment holdings used by the Group under operating leases, whereby the risks and benefits relating to ownership of the assets remain with the lessor, are not recorded on the Group’s statement of financial position. Payments made under operating leases to the lessor are charged to the income statement on a straight-line basis over the period of the lease. Lease incentives received are recognised as an integral part of the total lease expense. D.1.10 Non-current assets held-for-sale Non-current assets (or disposal groups comprising assets and liabilities) that are expected to be recovered primarily through sales rather than through continuing use are classified as held-for-sale. Immediately before being classified as held-for-sale, the assets (or components of a disposal group) are measured in accordance with the applicable IFRS. Thereafter generally the assets (or disposal group) are measured at the lower of their carrying amount and fair value less cost to sell. Any impairment loss on a disposal group is allocated to assets and liabilities on a pro rata basis, except that no loss is allocated to financial assets and deferred tax assets, which continue to be measured in accordance with the Group’s accounting policies. Impairment losses on initial classification as held-for-sale and subsequent gains or losses on re-measurement are recognised in profit or loss. Gains are not recognised in excess of any cumulative impairment loss. D.1.11Equity D.1.11.1 Share capital issued Shares are classified as equity when there is no obligation to transfer cash or other assets. Incremental costs directly attributable to the issue of equity instruments are shown in equity as a deduction from the proceeds, net of tax. 72 GENERALI PPF HOLDING ANNUAL REPORT 2012 FINANCIAL SECTION D.1.11.2 Other reserves This item comprises the following reserves: Retained earnings This item comprises retained earnings or losses adjusted for the effect due to changes arising from the first time application of IFRS, equalisation or catastrophe provisions not recognised as insurance provisions according to IFRS 4 and statutory reserve funds. Equalisation and catastrophe provisions and statutory reserve funds are not available for distribution. Other capital reserves Other capital reserves arose when the Group was formed as a result of reorganisation of Generali CEE operations. Additional paid in capital Excess contributed by an investor to the Company over the par-value price of a share issue is recognized in additional paid in capital. Reserves for currency translation differences The item comprises the exchange differences recognised in other comprehensive income in accordance with IAS 21, which arise from translating the balances and transactions from functional to presentation currency. Reserve for unrealised gains and losses on available-for-sale financial assets The item includes gains or losses arising from changes in the fair value of available-for-sale financial assets, as previously described in the corresponding item of financial investments. The amounts are presented net of the related deferred taxes and Deferred policyholder liabilities. Reserve for cash-flow hedges This item includes the effective portion of gains or losses arising from changes in exchange rates and interest rates on the instruments used for cash-flow hedges. The amounts are presented net of the related deferred taxes. Results of the period The item refers to the Group consolidated earnings after taxes for the period. Dividend payments are accounted for after the approval of the shareholders’ general meeting. D.1.11.3 Shareholders’ equity attributable to non-controlling interest The item comprises equity instruments of non-controlling interests. It also includes the reserve for unrealised gains and losses on available-for-sale investments attributable to non-controlling interests. D.1.11.4Dividends Dividends are recognised as a liability provided they are declared before the end of the reporting period. Dividends declared after the end of the reporting period are not recognised as a liability but are disclosed in the notes. D.1.12 Product classification D.1.12.1 Insurance contracts In accordance with IFRS 4, policies are classified as insurance contracts or investment contracts based on the significance of the underlying insurance risk. As a general guideline, the Group defines as significant insurance risk the possibility of having to pay benefits on the occurrence of an insured event that are at least 5–10% more than the benefits payable if the insured event did not occur. Premiums, payments and change in the insurance provision related to products whose insurance risk is considered significant (e.g. term insurance, whole life and endowment with annual premiums, life contingent annuities and contracts containing an option to elect at maturity a life contingent annuity at rates granted at inception, long-term health insurance and unit-linked with sum assured in the case of death significantly higher than the value of the fund) are recognised in the income statement. D.1.12.2 Investment contracts with Discretionary Participation Feature (DPF) A Discretionary Participation Feature (DPF) represents a contractual right to receive, as a supplement to guaranteed benefits, additional benefits that constitute a significant portion of the total contractual benefits, whose amount or timing is at the discretion of the Group and are based on the performance of pooled assets, profit or loss of the Group or investment returns. 73 GENERALI PPF HOLDING ANNUAL REPORT 2012 FINANCIAL SECTION As the amount of the bonus to be allocated to policyholders has been irrevocably fixed as at the end of the reporting period, the amount is presented as a guaranteed liability in the financial statements, i.e. within the life insurance provision in the case of insurance contracts or within the Guaranteed liability for investment contracts with DPF in the case of investment contracts. Premiums, payments and change in the Guaranteed liability of investment contracts with Discretionary Participation Feature (e.g. policies linked to segregated funds, contracts with additional benefits that are contractually based on the result of the company) are recognised in the income statement with the exception of investment contracts with DPF issued by Czech pension funds subsidiaries (see note D.1.12.3). D.1.12.3 Investment contracts with DPF issued by Czech pension funds Investment contracts with DPF issued by the Group relate primarily to pension insurance policies written by its Czech subsidiaries Penzijní fond České pojišťovny and Generali Penzijní Fond. Under these investment contracts, the policyholders are entitled to receive 85% of Czech GAAP profits reported by these subsidiaries. The DPF for these contracts is represented by the 10% portion of Czech GAAP profit to be distributed to the policyholders subject to the decision of the Annual Meeting. If the DPF portion is not subsequently allocated by the Annual meeting to the policyholders, it is transferred to retained earnings. These pension insurance contracts are classified as investment contracts with DPF but – in contrast to the general rule described in note D.1.12.2 – no premiums, payments and change in liabilities are recognized in the income statement. Such products are accounted for under the deposit accounting, which foresee that the financial liabilities are credited in the equal amount of the clients’ cash received. Such exemption is given since IFRS 4.35 gives the option – but not the obligation – to treat Investment contracts with DPF as insurance contracts, and also since the Group has taken the advantage of exemption available under IFRS 4.25(c) to continue using non-uniform accounting policies for insurance contracts (and investment contracts with DPF) of subsidiaries (see note D.2). D.1.12.4 Shadow accounting In order to mitigate the valuation mismatch between financial investments carried at fair value according to IAS 39 and insurance provisions that are carried at amortised cost, shadow accounting is applied to insurance contracts and investments contracts with DPF. This accounting practice is to attribute to the policyholders part of the temporary difference between IFRS measurement of the basis on which the profit sharing is determined and valuation which is used to determine the profit sharing actually paid. The Group’s accounting policies are set in such a way that a recognised but unrealised gain/(loss) on an asset affects measurement in the same way that a realised gain or loss does. The related adjustment to the insurance liability (including DPF liability/asset) shall be recognised in other comprehensive income if, and only if, the unrealised gains or losses are recognised in other comprehensive income. The percentage for policyholder participation is based on statutory or contractual regulation, since local regulation already foresees the protection of guaranteed obligations through the recognition of additional provisions for interest rate risk if future financial returns based on a proper time horizon are not sufficient to cover the financial guaranties included in the contract. The Group applies shadow accounting in respect of unrealised gain/(loss) both on bonds and equities. The accounting item arising from the shadow accounting application is included in the carrying amount of insurance liabilities for the purposes of the Liability Adequacy Test (LAT) in accordance with IFRS 4 (refer to note D.3.3). As a result, the accounting treatment should not result in measurements falling short of the requirements of the Liability Adequacy Test. D.1.12.5 Investment contracts without DPF Investment contracts without DPF mainly include some unit-/index-linked policies and pure capitalisation contracts. These products are accounted for in accordance with IAS 39, as follows: • the products are recognised as financial liabilities at fair value or at amortised cost. In detail, linked products are fair valued through profit or loss, while pure capitalisation policies are generally valued at amortised cost; • fee and commission income and the incremental costs of pure capitalisation contracts without DPF (other than administration costs and other non-incremental costs) are included in the initial carrying amount of the financial liability and recognised as an adjustment to the effective interest rate; • the risk component of linked products is unbundled, if possible, and accounted for as insurance contract. 74 GENERALI PPF HOLDING ANNUAL REPORT 2012 FINANCIAL SECTION D.1.13 Insurance contracts liabilities D.1.13.1 Provision for unearned premiums The provision for unearned premiums comprises that part of gross premiums written attributable to the following financial year or to subsequent financial years, computed separately for each insurance contract using the pro rata temporise method, adjusted to reflect any variation in the incidence of risk during the period covered by the contract. The provision for unearned premiums is created for both life insurance and non-life insurance. D.1.13.2 Mathematical provision The mathematical provision comprises the actuarially estimated value of the Group’s liabilities under life insurance contracts. The amount of the life insurance provision is calculated by a prospective net premium valuation, taking account of all future liabilities as determined by the policy conditions for each existing contract and including all guaranteed benefits, bonuses already declared and proposed, expenses and after deducting the actuarial value of future premiums. The mathematical provision is initially measured using the assumptions used for calculating the corresponding premiums and remains unchanged except where a liability inadequacy occurs. A Liability Adequacy Test (LAT) is performed as at the end of each reporting period by the Group’s actuaries using current estimates of future cash flows under its insurance contracts. If those estimates show that the carrying amount of the provision (net of present value of future profit capitalized and related deferred acquisition costs) is insufficient in the light of estimated future cash flows, the difference is recognised in the income statement with a corresponding increase to the other life insurance technical provision. D.1.13.3 Claims provision The provision for outstanding claims represents the total estimated ultimate cost of settling all claims arising from events that have occurred up to the end of the financial year, whether reported or not, less amounts already paid in respect of such claims, including the related internal and external claims settlement expenses as estimated based on historical experience and specific assumptions about future economic conditions. The provision includes claims reported by policyholders but not settled (RBNS) and claims incurred but not reported (IBNR). Where benefits resulting from a claim are paid in the form of an annuity, the provision is calculated by recognised actuarial methods, mainly by the application of discounting techniques and assumptions (mortality). With the exception of annuities, the Group does not discount its provisions for outstanding claims. Where applicable, provisions are disclosed net of the prudent estimates for salvage and subrogation recoveries. The provision for outstanding claims in respect of life insurance policies is included within the life insurance provision. Whilst the Board of Directors considers that the gross provision for claims and the related reinsurance recoveries are fairly stated, the ultimate liability may differ as a result of subsequent information and events and may result in significant adjustments to the amounts provided. Adjustments to the amounts of the provisions are reflected in the financial statements for the period in which the adjustments are made. The methods used and the estimates made are reviewed regularly. D.1.13.4 Other insurance provisions Other insurance provisions contain any other insurance technical provision that is not mentioned above, such as the provision for unexpired risks in non-life insurance, the ageing provision in health insurance, provision for contractual non-discretionary bonuses in non-life business. The provision for contractual non-discretionary bonuses in non-life business covers future benefits in the form of additional payments to policyholders or reduction of policyholder payments, which are a result of past performance. This provision is not recognised for those contracts, where future premium is reduced by bonuses resulting from favourable past policy claim experience and such bonuses being granted irrespective of whether the past claim experience was with the reporting entity. In such a situation, the reduction of the premium reflects the expected lower future claims, rather than distribution of past surpluses. 75 GENERALI PPF HOLDING ANNUAL REPORT 2012 FINANCIAL SECTION D.1.14 Other provisions A provision is recognised in the statement of financial position when the Group has a legal or constructive obligation as a result of past events, it is probable that an outflow of economic benefits will be required to settle the obligation, and a reasonable estimate can be made of the amount of the obligation. If the effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. D.1.15 Bonds issued Bonds issued are recognised initially at fair value, net of transaction costs incurred, and subsequently carried at amortised cost. Amortisation of a discount or premium and interest are recognised in interest expense using the effective interest method. D.1.16 Financial liabilities to banks and non-banks Financial liabilities to banks and non-banks are recognised initially at fair value, net of transaction costs incurred, and subsequently measured at their amortised cost. The amortised cost of a financial liability is the amount at which the financial liability was measured upon initial recognition minus principal repayments, plus or minus the cumulative amortisation of any difference between that initial amount and the maturity amount. D.1.17 Financial liabilities at fair value through profit or loss Financial liabilities at fair value through profit or loss are liabilities classified as held-for-trading, which include derivative liabilities, and designated as fair value through profit or loss. Related transaction costs are immediately expensed. Financial liabilities at fair value through profit or loss are measured at fair value and the relevant gains and losses from this revaluation are included in the income statement. Financial liabilities are removed from the statement of financial position when, and only when, they are extinguished – i.e. when the obligation specified in the contract is discharged, cancelled or expires. D.1.18Payables Accounts payable are when the Group has a contractual obligation to deliver cash or another financial asset. Accounts payable are measured at amortised cost, which will normally equal their nominal or repayment value. D.1.19 Net insurance premium revenue Net insurance premium revenue includes gross earned premiums from direct insurance business and assumed (inwards) reinsurance business, net of premiums ceded to reinsurers, which are arising on insurance contracts and investment contracts with Discretionary Participation Feature (DPF) with exception of those issued by Czech pension fund subsidiaries (see below). The above amounts do not include the amounts of taxes or charges levied with premiums. Written premiums are recognized by each subsidiary of the Group following the treatment prescribed by their respective local accounting standards, since under IFRS 4 it is possible to continue using local existing accounting standards for insurance contracts and investment contracts with DPF. Premiums are recognised as earned on a pro-rata basis over the term of the related policy coverage via the provision for unearned premiums. For investment contracts without DPF and investment contracts with DPF issued by Czech pension funds subsidiaries no premiums are recorded, and amounts collected from policyholders under these contracts are recorded as deposits. D.1.20 Net insurance claims and benefits Insurance technical charges include claims (benefit) expenses, the change in technical provisions and rebates and profit sharing. Claims (benefits) expenses are represented by benefits and surrenders, net of reinsurance (life) and claims paid net of reinsurance (non-life). Benefits and claims comprise all payments made in respect of the financial year. These amounts include annuities, surrenders, entries and withdrawals of loss provisions to and from ceding insurance enterprises and reinsurers, and external and internal claims management costs. Sums recovered on the basis of subrogation or salvage are deducted. Claims paid are recognised at the moment that the claim is approved for settlement. The change in technical provisions represents change in provisions for claims reported by policyholders, change in provision for IBNR, change in mathematical and unit linked provisions and change in other technical provisions. 76 GENERALI PPF HOLDING ANNUAL REPORT 2012 FINANCIAL SECTION Bonuses comprise all amounts chargeable for the financial year representing an allocation of surplus or profit arising on business as a whole or from a section of business, after the deduction of amounts provided in previous years which are no longer required. Rebates comprise such amounts to the extent that they represent a partial refund of premiums resulting from the experience of individual contracts. D.1.21 Interest and similar income and interest and similar expense Interest income and interest expense are recognised in the income statement on an accrual basis, taking into account the effective yield of the asset or liability, or an applicable floating rate. Interest income and interest expense include the amortisation of any discount or premium or other differences between the initial carrying amount of an interest-bearing instrument and its amount at maturity calculated using the effective interest method. Interest on financial assets fair-valued to profit or loss is reported as a part of Net income from financial instruments at fair value through profit or loss. Interest income and interest expense on other assets or liabilities is reported as Interest and other investment income or as Interest expense in the income statement. D.1.22 Other income and expense from financial assets Other income and expenses from financial assets comprise realised and unrealised gains/(losses), dividends, impairment losses and net trading income. A realised gain/(loss) arises on de-recognition of financial assets other than financial assets at fair value through profit or loss. The amount of the realised gain/(loss) represents the difference between the carrying value of a financial asset and the sales price adjusted for any cumulative gain/(loss) that had been recognised in other comprehensive income. Net fair value gains/loss on financial assets and liabilities at fair value through profit or loss not held-for-trading represent the amount of the subsequent measurement of financial assets and liabilities designated at fair value through profit or loss to their fair value or the gain/(loss) from disposal thereof. Dividends from investments are recorded when declared and approved by the shareholder’s meeting of the respective company. Net trading income represents the subsequent measurement of the “Trading assets” and “Trading liabilities” to fair value or the gain/(loss) from disposal of the “Trading assets” or “Trading liabilities”. The amount of the trading income to be recorded represents the difference between the latest carrying value and the fair value as at the date of the financial statements or the sale price. D.1.23 Income and expense from investment property Income and expense from investment property comprise realised gains/(losses) triggered by de-recognition, rental income and other income and expense related to investment property. D.1.24 Acquisition costs Acquisition costs are costs arising from the conclusion of insurance or investment contracts with DPF and include direct costs, such as acquisition commissions or the cost of drawing up the insurance document or including the insurance contract in the portfolio, and indirect costs, such as advertising administrative expenses costs connected with the processing proposals and issuing policies. A portion of acquisition costs is being deferred, such as agents’ commissions and other variable underwriting and policy issue costs. General selling expenses and line of business costs as well as commissions for servicing a portfolio are not deferred unless they are related to the acquisition of new business. In non-life insurance, a proportion of the related acquisition costs are deferred and amortised commensurate with the unearned premiums provision. The amount of any deferred acquisition costs is established on a similar basis as that used for unearned premiums for a relevant line of business (product). Deferred acquisition costs are reported as other assets in the statement of financial position. Acquisition costs in respect of life insurance contracts and investment contracts with DPF (Discretionary Participation Feature) are deferred or expensed in line with the local practice of each entity. The recoverability of deferred acquisition costs is assessed as at the end of each reporting period as a part of the Liability Adequacy Test and using recoverability tests applied by the selected local entities. 77 GENERALI PPF HOLDING ANNUAL REPORT 2012 FINANCIAL SECTION D.1.25 Administrative expenses Administrative expenses include expenses relating to the administration of the Group. This includes employee benefits, office rental expenses and other operating expenses. Employee benefits include expenses arising from short-term employee benefits, such as salaries and wages, management remuneration and bonuses, social insurance. Other operating expenses include costs of premium collection, portfolio administration and the processing of inwards and outwards reinsurance. D.1.26 Reinsurance commissions and profit participations Reinsurance commissions and profit participations include commissions received or the receivable from reinsurers and profit participations based on reinsurance contracts. Non-life reinsurance commissions are deferred in a manner consistent with the deferral of acquisition costs in non-life insurance. In the income statement these are included in line Commissions and other acquisition costs. D.1.27 Income tax Income tax on the profit or loss for the year comprises current and deferred tax. Income tax is recognised in the income statement except to the extent that it relates to items recognised directly to other comprehensive income, in which case it is recognised in other comprehensive income. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantially enacted as at the end of the reporting period, and any adjustment to tax payable in respect of previous years. Deferred tax is provided using the balance sheet liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: the initial recognition of assets or liabilities that affect neither accounting nor taxable profit nor differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates that are expected to apply in the year when the asset is realised or the liability is settled, based on tax rates enacted or substantially enacted as at the end of the reporting period. A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realised. Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets against current income tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority. D.1.28 Employee benefits D.1.28.1 Short-term employee benefits Short-term employee benefits are employee benefits (other than termination benefits) that are due to be settled within twelve months after the end of the period in which the employees render the related service. Short-term employee benefits include mainly wages and salaries, management remuneration and bonuses, remuneration for membership in Group boards and non-monetary benefits. The Group makes contributions to the government pension schemes at the statutory rates in force during the year, based on gross salary payments. The benefits are recognised in an undiscounted amount as an expense and as a liability (accrued expense). D.1.28.2 Other long-term employee benefits Other long-term employee benefits are employee benefits (other than post-employment benefits and termination benefits) that are not due to be settled within twelve months after the end of the period in which the employees render the related service. The benefits are measured at present value of the defined obligation at the balance sheet date using the projected unit credit method. D.1.28.3 Post-employment benefits Post-employment benefits are employee benefits (other than termination benefits) that are payable after the completion of employment. The Group makes contributions to the government health, accident and guarantee insurance and unemployment schemes at the statutory rates in force during the year, based on gross salary payments. Throughout the year, the Group made contributions defined by the relevant laws to such schemes. The cost of these Group made contributions is charged to the income statement in the same period as the related salary cost as this is a defined contribution plan. There are no further obligations of the Group in respect of employees’ post employment benefits. 78 GENERALI PPF HOLDING ANNUAL REPORT 2012 FINANCIAL SECTION D.1.28.4 Termination benefits Termination benefits are employee benefits payable as a result of the Group’s decision to terminate an employee’s employment before the normal retirement date, or as a result of an employee’s decision to accept voluntary redundancy in exchange for those benefits. The Group recognises termination benefits when it is demonstrably committed to either: terminating the employment of current employees according to a detailed formal plan without possibility of withdrawal; or providing termination benefits as a result of an offer made to encourage voluntary redundancy. Benefits falling due more than 12 months after the balance sheet date are discounted to present value. D.1.29 Other accounting policies D.1.29.1 Foreign currency translation (a) Functional and presentation currency Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the ‘functional currency’). The functional currencies of individual group companies are stated in Note C.1. The consolidated financial statements are presented in EUR (“€”), which is the Group’s presentation currency. (b) Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing as at the transaction dates. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at year-end exchange rates are recognised in the income statement and presented within ‘Other income’ or ‘Other expenses’. Changes in the fair value of monetary securities denominated in foreign currencies classified as available-for-sale are analysed between translation differences resulting from changes in the amortised cost of the security, and other changes in the carrying amount of the security. Translation differences related to changes in amortised cost are recognised in the income statement, and other changes in the carrying amount are recognised in other comprehensive income. Translation differences on non-monetary financial assets, such as equities held at fair value through profit or loss, are reported as part of the fair value gain or loss in the income statement. Translation differences on non-monetary financial assets, such as equities classified as available-for-sale financial assets, are included in the revaluation reserve in other comprehensive income. For the translation of results and the financial position of all the Group entities, refer to Note C.2. D.1.29.2Impairment Impairment of tangible and intangible assets Where there is any indication that an asset under the scope of IAS 36 may be impaired, tangible and intangible assets are subject to impairment testing. An impairment loss is recognised if the carrying amount of an asset exceeds its estimated recoverable amount. The latter is the higher of its fair value less cost to sell (i.e. the amount obtainable from the sale of an asset in an arm’s length transaction between knowledgeable, willing parties, less the costs of disposal) and its value in use (i.e. the present value of the future cash flows expected to be derived from the continuous use and disposal of the asset at the end of its useful life). The impairment loss is charged to the income statement. Where there is any indication that an impairment loss recognised for an asset in prior years no longer exists, the carrying amount of the asset is increased to its estimated recoverable amount. The increased carrying amount of the asset due to the reversal of impairment loss cannot exceed the carrying amount that would be determined if no impairment loss had been recognised for the asset in prior years, net of any depreciation or amortisation accounted for in the meantime. Intangible assets with an indefinite useful life, primarily brands, are not amortised but are tested for impairment annually, or whenever there is an indication that the intangible asset may be impaired. Goodwill impairment testing is disclosed in notes D.1.1.1 and F.1.1. 79 GENERALI PPF HOLDING ANNUAL REPORT 2012 FINANCIAL SECTION Impairment of financial assets A financial asset or a group of financial assets is impaired and impairment losses are incurred only if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset (a ‘loss event’) and that loss event (or events) has an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated. Evidence of impairment includes, for example, significant financial difficulties of the issuer, default or delinquency in interest or principal payments, the probability that the borrower will enter bankruptcy or other financial reorganisation and the disappearance of an active market for the financial asset. In all these cases, any impairment loss is recognised only after an analysis of the type of loss has established that the conditions exist to proceed with the corresponding recognition. The analysis includes considerations of the recoverable value of the investment, checks on the volatility of the stock versus the reference market or compared to competitors, and any other possible quality factor. The analytical level and detail of the analysis varies based on the significance of the latent losses of each investment. A significant or prolonged decline in the fair value of an investment in an equity instrument below its cost is considered to be objective evidence of impairment. The Group considers prolonged decline to be 12 months. Significant decline is assessed to be for unrealised loss higher than 30%. In prior year, the significant decline was defined with reference to industrial segment. The impact of this change in estimate is immaterial. Estimating future impact of the change is impracticable. The recoverable amount of the Group’s investments in held-to-maturity securities is calculated as the present value of expected future cash flows, discounted at the original effective interest rate inherent in the asset. Receivables with a short duration are not discounted. Loans and advances are reported net of allowances for loan losses to reflect the estimated recoverable amounts. Receivables are stated at their cost less impairment losses. The recoverable amount of an available-for-sale asset is the current fair value. When there is objective evidence that it is impaired, the decline in fair value that had been recognised directly in other comprehensive income is reclassified to the income statement. An impairment loss in respect of a held-to-maturity security, loan, advance or receivable, available-for-sale debt instrument is reversed through the income statement (up to the amount of the amortised cost) if the subsequent increase in recoverable amount can be attributed objectively to an event occurring after the impairment loss was recognised. An impairment loss in respect of available-for-sale equity instruments is not reversed through the income statement and any subsequent increase in fair value is recognised in other comprehensive income. D.1.29.3 Repo transactions The Group enters into purchases (sales) of investments under agreements to resell (repurchase) substantially identical investments at a certain date in the future and at a fixed price. Investments purchased subject to commitments to resell them at future dates are not recognised. The amounts paid are recognised in loans to either banks or non-banks. The receivables are shown as collateralised by the underlying security. Investments sold under buy-sell transactions continue to be recognised in the statement of financial position and are measured in accordance with the accounting policy for either assets held-for-trading or available-for-sale, as appropriate. The proceeds from the sale of the investments are reported as liabilities to either banks or non-banks. The difference between the sale and repurchase considerations is recognised on an accrual basis over the period of the transaction and is included in interest income. D.1.29.4 Offsetting financial instruments Financial assets and liabilities are offset and the net amount reported in the statement of financial position only when there is an unconditional and legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis, or to realise the asset and settle the liability simultaneously. 80 GENERALI PPF HOLDING D.2 ANNUAL REPORT 2012 FINANCIAL SECTION NON-UNIFORM ACCOUNTING POLICIES OF SUBSIDIARIES The Group has taken advantage of the exemption available under IFRS 4.25(c) to continue using non-uniform accounting policies for insurance contracts (and investment contracts with DPF) of its subsidiaries. As a result, the amounts received from policyholders under investment contracts with DPF issued by Czech pension funds subsidiaries continue to be recognised as deposits, in contrast to the Group’s accounting policy of recognising premium income under such contracts. D.3 PRINCIPAL ASSUMPTIONS D.3.1 Life insurance provisions Life insurance provisions are set in accordance with local GAAP and other legal requirements of the country where the insurance contract has been concluded. Life mathematical provisions are calculated using the net premium method using the same actuarial assumptions as applied in the case of premium calculations (provided that local legislation does not explicitly require the use of different parameters). The assumptions underlying the mathematical provision are locked-in at policy inception and remain in force until the expiry of the liability. Most notably, the technical interest rate (i.e. the level of guarantee on traditional life policies in force) ranges from 0% to 6.0% with an average guarantee of 3.10% (in 2011: 3.23%). The above-mentioned figures do not consider guarantees on pension fund products. In this respect, Czech pension funds (Penzijní fond ČP and Generali Penzijní Fond) guarantee a 0% minimum investment return (losses are covered by a mandatory reserve fund). The Polish pension fund (Generali PTE) guarantees 50% of the average market investment return from the previous period, while other smaller pension funds guarantee a 0% minimum investment return. Life insurance provisions also include insurance provisions recognised as a result of the Liability Adequacy Test. The provisions (including the additional provisions mentioned above) are tested for adequacy using the actual best-estimate assumptions. See Note D.3.3 Liability Adequacy Test for more details. D.3.2 Non-life insurance provisions Non-life insurance provisions are set according with local GAAP and other legal regulations of the country where the insurance contract has been concluded. Claims provisions At the end of the reporting period, provisions are made for the expected ultimate cost of settling all claims incurred in respect to events up to that date, whether reported or not, together with related claims handling expenses, less amounts already paid and a prudent estimation of salvage and subrogation recoveries. The liability for reported claims (RBNS) is assessed on a separate case-by-case basis with due regard to the claim circumstances, information available from loss adjusters and historical evidence regarding the size of similar claims. Case reserves are reviewed regularly and are updated as and when new information arises. The estimation of claims incurred but not reported (IBNR) is generally subject to a greater degree of uncertainty than reported claims. IBNR provisions are predominantly assessed by the Group’s local actuaries using statistical techniques such as different link ratio methods (e.g. a chain-ladder) whereby historical data is extrapolated to estimate ultimate costs of claims. In case there is insufficient claims history, simplified actuarial methods are applied, such as proportioning based on an appropriately chosen measure. IBNR provisions are initially estimated at a gross level, and a separate calculation is carried out to estimate the size of reinsurance recoveries. Other provisions The provisions for contractual non-discretionary bonuses (covering future benefits in the form of additional payments to policyholders or reductions of policyholder payments, which are the result of past performance) are predominantly determined contract by contract. For numerous similar contracts, statistical methods are applied (e.g. distribution fitting on historical claims data). 81 GENERALI PPF HOLDING ANNUAL REPORT 2012 FINANCIAL SECTION The ageing provision in health insurance is determined under the same principles that are used for life insurance provisions. The provision for premium reversal (cancellations) is set at the amount of premiums likely to be reversed: • to cater for cessation or reduction of the insured interest (the underwriting risk as opposed to the financial risk if the policyholder is unable to meet his commitments); • in respect of accounts receivable; • in respect of premiums already collected by the Group. The provision for cancellations only includes the portion of premiums that will probably be reversed and that have not already been covered by the provision for unearned premiums. Other non-life insurance provisions may be set up by companies according to local regulations. Non-life insurance provisions also include insurance provisions recognised as a result of the Liability Adequacy Test – see Note D.3.3 Liability Adequacy Test for more details. The assumptions that have the greatest impact on the measurement of non-life insurance provisions are as follows: Tail factors When applying statistical techniques, the level of IBNR provision for long-tail business is significantly influenced by the estimate of the development of claims from the latest development year for which historical data is available to ultimate settlement. These tail factors are estimated prudently using mathematical curves, which project observed development factors. Annuities In MTPL insurance and other third-party liability lines, part of the claims payment may be in the form of an annuity. The provision for such claims is established as the present value of expected future claims payments. The key assumptions involved in the calculation are mortality tables, adjustment factors used to determine the present value of future payments (taking into account discounting and inflation effects) and disability pensions which influence the amount of annuities to be paid. All these assumptions are set by the companies’ actuaries, taking into account recommendations by local insurance regulators or bureaus if they exist. Discounting With the exception of annuities, non-life claims provisions are not discounted. For annuities, discounting is used as described above. D.3.3 Liability Adequacy Test The Liability Adequacy Test envisaged by IFRS 4 is applied to verify that the insurance provisions – adjusted by the amount of Deferred policyholder liabilities and related intangible assets – are adequate to cover future cash flows coming from the aforementioned insurance contracts, based on the current best estimates. Each inadequacy is charged to the income statement, initially reducing deferred acquisition costs and the value of business acquired and subsequently accounting for a provision. D.3.3.1 Life insurance Economic assumptions Economic assumptions are derived from financial market rates while applying Generali methodology. Most important is the term-structure of risk-free yields for each country, which is calibrated to market yields on local government bonds. Expense assumptions Initial unit costs are entity-specific and are set in accordance with the 2011 experience of the Group. Inflation of maintenance expenses per policy is based on inflation expectations for each country (with an additional consistency check between assumed inflation and the term-structure of interest rates). The resulting annual expense inflation is in the range of 1.84% – 8.70% (2011: 2.85% – 7.20%). Demographic assumptions Mortality and morbidity rates are set according to the recent experience of the Group, if possible. In cases where there is insufficient experience, the rates from companies with a longer history are adopted (taking into account country-specific effects as well as the level of the population’s mortality). 82 GENERALI PPF HOLDING ANNUAL REPORT 2012 FINANCIAL SECTION Lapses and paid-up rates are based on the past experience of each company, if possible. In cases where there is insufficient experience, the rates from companies with a longer history are adopted (taking into account company-specific effects and local market characteristics). The Group companies annually investigate actual persistency rates separately for books of policies with similar product type produced by a similar distribution channel. The assumptions are amended appropriately to the outcome of investigation. Investment contracts with DPF are included within the Liability Adequacy Test (LAT) for life insurance. D.3.3.2 Non-life insurance In the case of non-life insurance, unearned premium reserves are subject to a Liability Adequacy Test. The test is carried out on separate lines of business by estimation of future cash flows for which the unearned premium reserve shall be sufficient to cover. In case the test shows insufficiency, the difference is accounted as unexpired risk reserve increasing the total amount of premium provisions. D.3.4 Significant variables Profit or loss and insurance liabilities are mainly sensitive to changes in mortality, lapse rates, expense rates, discount rates, and annuitisation that are estimated when calculating the adequate value of insurance liabilities during the LAT. The Group has estimated the impact on profit for the year and on equity at the end of the year for changes in key variables that have a material impact on either profit or equity. D.3.4.1 Life insurance The description below presents sensitivity analysis information for Česká pojišťovna, which represents the majority of the Group’s life insurance provisions, except for unit-linked provisions. According to Liability Adequacy Test life statutory reserves are comfortably adequate in comparison to minimum value of the liabilities and the changes in variables other than discount rate and expense rate has no impact on profit for the year and equity. A 100bp decrease in the discount rate would lead to €51.7 million increase in the liability. A 100 bp increase would not impact the liability at all. A 10% increase in the expense rate would lead to €3.4 million increase in the liability. A 10% decrease would not impact the liability. Life assurance liabilities as at 31 December 2012 and 2011 according to the Liability Adequacy Test were not sensitive to a change in any other variable. D.3.4.2 Non-life insurance In non-life insurance, variables that would have the greatest impact on insurance liabilities relate to MTPL annuities. In the table below the effects on the liabilities of a 100 bp decrease in the discount rate and of a 100 bp increase in the pension growth rate, gross and net of reinsurance are shown: Sensitivity of MTPL annuities 31.12.2012 (€ million) Discount rate Pension growth rate 31.12.2011 Change in variable Change in insurance liabilities (gross) Change in insurance liabilities (net) Change in insurance liabilities (gross) Change in insurance liabilities (net) (100) bp 29.9 19.1 31.3 18.3 100 bp 29.0 16.1 26.1 15.3 83 GENERALI PPF HOLDING D.4 D.4.1 ANNUAL REPORT 2012 FINANCIAL SECTION TERMS AND CONDITIONS OF INSURANCE AND INVESTMENT CONTRACTS WITH DPF THAT HAVE A MATERIAL IMPACT ON THE AMOUNT, TIMING, AND UNCERTAINTY OF FUTURE CASH FLOWS Non-life insurance contracts The Group offers many forms of general insurance, mainly motor, property, and liability insurance. Contracts may be concluded for a fixed term of one year or on a continuous basis with either party having the option to cancel. The Group is therefore generally able to re-price the risk by revising the premium at intervals of not more than one year. It also has the ability to impose deductibles and to reject fraudulent claims. Future insurance claims are the main source of uncertainty which influences the amount and timing of future cash flows. The amount of particular claims payments is limited by the sum insured, which is established in the insurance policy. The other significant source of uncertainty connected with non-life insurance arises from legislative regulations that entitle the policyholder to report a claim before the time of expiration, which usually lasts 3–4 years from the date when the policyholder becomes aware of the claim. This feature is particularly significant in the case of permanent disability arising from accident insurance, because of the difficulty in estimating the period between the occurrence and confirmation of permanent effects. The following statements describe characteristics of particular types of insurance contracts if they are significantly different from the above-mentioned features. Motor insurance The Group motor portfolio comprises both motor third-party liability insurance (MTPL) and other motor (mainly casco) insurance. MTPL insurance covers bodily injury claims and property claims in the country where the contract has been concluded as well as claims caused abroad by insured motorists under the Green Card system. Property damage under MTPL and casco claims are generally reported and settled within a short period of time after the accident. Payments relating to bodily injury claims, however, take longer to finalise and are more difficult to estimate. Such claims may be settled in the form of a lump-sum settlement or an annuity. For claims relating to bodily injury and related losses of personal earnings, the amount of the related claim payments is derived from governmental decree. This requirement may have a retrospective effect on claims incurred before the effective date of this requirement. Policyholders may be entitled to a no-claims-bonus on renewal of their policy where the relevant conditions are fulfilled. The amount of claim payment liable for damage to property and compensation for losses of earnings may not exceed a per claim threshold which is determined by local regulators. This amount includes compensation for injury as well. Casco insurance represents standard insurance against damage; claims payments are limited by the sum insured and the amount of coinsurance. Property insurance This is broadly split into Industrial and personal lines. For Industrial lines, the Group uses risk management techniques to identify and evaluate risks and analyse possible losses and hazards and cooperates with reinsurers. Risk management techniques primarily include inspection visits to industrial areas. Risk assessment visits are performed by a risk management team that consists of professionals with long-term experience and an in-depth knowledge of safety rules. Personal property insurance covers standard buildings and the contents thereof. Claims are normally promptly reported and can be settled without delay. Liability insurance This covers all types of liabilities and includes commercial liabilities, directors and officers and professional indemnity as well as personal liability. While the majority of general liability coverage is written on a “claims-made” basis, certain general liability coverage is typically insured on an “occurrence basis”. 84 GENERALI PPF HOLDING ANNUAL REPORT 2012 FINANCIAL SECTION Accident, health and disability insurance Accident, health and disability insurances are sold either as stand-alone policies or as add-ons to the life products offered by the Group. D.4.2 Life insurance contracts Bonuses Over 90% of the Group’s traditional life insurance contracts include an entitlement to receive a bonus. Bonuses to policyholders are granted at the discretion of the insurer and are recognised when proposed and approved by the Board of Directors in accordance with the relevant legal requirements. Once allocated to policyholders, bonuses are guaranteed. Premiums Premiums may be payable in regular instalments or as a single premium at the inception of the policy. Most endowment-type insurance contracts contain a premium indexation option that may be annually exercised at the discretion of the policyholder. Where the option is not exercised, premiums are not increased with inflation. Term life insurance products Traditional term life insurance products comprise risk of death, a waiver of the premium in the case of permanent disability, and an accident rider. The premium is either paid regularly or as a single premium. Policies offer a fixed or a decreasing sum insured for the event of death. These policies offer protection ranging from a few years up to the medium long-term. Death benefits are paid only if the policyholder dies during the term of the insurance. A waiver of the premium arises only in the case of an approved disability pension for the policyholder. The period of disability is the main source of uncertainty connected with life insurance products. It is limited by a contractual minimum duration of the insurance policy and by the end of the insurance period. Endowment products These are also traditional term life insurance products providing life-long financial protection. Many long-term policies have tax advantages and allow the insured to finance their retirement needs. Capital life insurance products, involving regular premiums or a single premium, offer coverage against the risk of death and dread disease, an endowment, a waiver of the premium in the case of disability, and an accident rider. Insurance benefits are usually paid as a lump-sum. Variable capital life insurance products Variable capital life insurance products cover all types of insurance risk in the same way that traditional capital life insurance products do. In addition, they also allow the policyholder to pay an extra single premium during the term of the insurance. The policyholder can ask to interrupt payment for a regular premium, to withdraw part of the extra single premium, to change the term of the insurance, the risks covered, the sums insured, and the premium. Child insurance products These products are based on traditional life risks: involving death, endowment assurance, a waiver of the premium in the case of disability, and an accident rider. The premiums are paid regularly. The term of the insurance is usually limited to the 18th birthday of the child. Benefits may be in the form of a lump-sum or an annuity payment. Unit-linked life insurance Unit-linked are those products where the policyholders carry the investment risk. The Group earns management and administration fees and mortality results on these products. Unit-linked life insurance combines traditional term life insurance with risk coverage of death or dread disease, together with a waiver of the premium in the case of permanent disability, and allows for investment of the regular premium or extra single premium in some investment funds. The policyholder defines the funds and the ratio of the premium where payments are invested and can change the funds and ratio during the contract. He can also change the sums assured, the regular premium, and the insurance risks covered. He can pay an additional single premium or withdraw part of the extra single premium. Retirement insurance for regular payments (with interest rates) Lifelong retirement program products include pensions paid-off in the event of death or dread diseases, on maturity at the agreed age of the assured, and options for a variable combination of components. The policyholder can pay the premium regularly or in a single payment. Basic types of pensions are short-term pensions and lifetime pensions. 85 GENERALI PPF HOLDING D.4.3 ANNUAL REPORT 2012 FINANCIAL SECTION Investment contracts with DPF Adult deposit life or accident insurance with returnable lump-sum principal These types of life or accident products allow policyholders to pay a single returnable deposit at the beginning of the policy. The interest earned on the deposit is used to pay the annual premiums. The deposit is returned at the end of assurance or on death. These contracts also entitle the policyholder to a discretionary bonus, determined as under life insurance contracts. D.5 CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below. D.5.1 Assumptions used to calculate insurance liabilities The Group uses certain assumptions when calculating its insurance liabilities. The process used to determine the assumptions that have the greatest effect on the measurement of the items in the Group’s financial statements, and the effects of changes in the assumptions that would have a material effect on the recognised amounts, are discussed in Note D.3.4. D.5.2 Fair value of derivatives and other financial instruments The fair value of financial instruments that are not traded on an active market (for example, over-the-counter derivatives) is determined using a valuation method. The Group uses its judgement to select a variety of valuation methods and makes assumptions that are mainly based on the market conditions existing at the end of each reporting period (see also Note D.1.4). D.5.3 Assumptions used in impairment tests on goodwill and other intangible assets The Group uses certain assumptions when determining the recoverable amount of goodwill and brands with an indefinite useful life. The process used to determine the assumptions with the greatest effect on result of the impairment test are described in Note F.1.1 and F.1.2. D.6 CHANGES IN ACCOUNTING POLICIES D.6.1 Insurance liabilities for moral damages due to bodily injuries In 2012, Romanian Insurance Supervisory Commission (CSA) published a new norm regarding the calculation and registration of minimum technical reserves for insurance activities. The main impact of the changes is related to the method of calculation of a loss reserve for moral damages due to bodily injury or death (BI). Previously, the amount claimed by an insured person as a compensation for moral damage was fully reserved, following the rules set by local legislation. According to the new norm the loss reserves for BI will be calculated based on methods and practice of each insurance company. Following the changes in the regulations, the Group performed changes in the calculation of MTPL insurance liabilities in order to align the amount of reserves with the expected payments at claim settlement and provide more reliable information for external users of the financial statements regarding future outflow of economic benefits from the Group. The local GAAP and other regulations for each country are applied to the insurance provisions, thus the changes relate to claims incurred within Romania only. 86 GENERALI PPF HOLDING ANNUAL REPORT 2012 FINANCIAL SECTION The table below summarises the adjustments made to the statement of the financial position on implementation of the new accounting policy. (€ million) Balances at 31 December 2011, as previously reported Net insurance provisions Deferred tax liabilities Group retained earnings Non-controlling interests 6,360.5 288.3 515.4 60.5 Impact of the change in accounting policy (9.2) 1.0 7.2 1.0 Restated balances at 31 December 2011 6,351.3 289.3 522.6 61.5 The change in accounting policy has led to an increase of profit for the year 2012 of €1.7 million. If the change was not implemented, the net insurance provisions as at 31 December 2012 would amount to €7,142.4 million. When a change in accounting policy is applied retrospectively, IAS 8 Accounting policies, Changes in accounting estimates and Errors prescribes adjusting the opening balance of each affected component of equity and the other comparative amounts disclosed for each prior period presented as if the new accounting policy had always been applied, except to the extent that it is impracticable to determine either the period specific effects or the cumulative effect of the change. The effect of the new accounting policy for the periods prior to 2012 is not disclosed, since for the Group, it was impracticable to determine the period specific effect of changes prior to 31 December 2011. The calculation of insurance provisions for BI claims involves subjective managerial judgment and estimates which require the gathering of information that provides evidence of circumstances that existed on the date as at which the insurance event occurred and as at which the amount of provisions was calculated. It is impossible to gather this type of information, making assumption about what would have been the estimates of management at that point of time regarding future claims settlement and estimating the amounts recognised in prior periods and, therefore, it is impracticable to apply the new accounting policy prior to 31 December 2011. D.6.2 New standards, amendments and interpretations to existing standards relevant for the Group The following published amendments and interpretations of existing standards are mandatory and relevant to the Group and have been applied by the Group since 1 January 2012: Limited scope amendment to IAS 12, Income Taxes – Deferred Tax: Recovery of Underlying Assets (amendment issued in December 2010, effective for annual periods beginning on or after 1 January 2012) IAS 12 requires an entity to measure the deferred tax relating to an asset depending on whether the entity expects to recover the carrying amount of the asset through use or sale. It can be difficult and subjective to assess whether the recovery will be through use or through sale when the asset is measured using the fair value model in IAS 40 Investment Property. The amendment provides a practical solution to the problem by introducing a presumption that the recovery of the carrying amount will normally be through sale. Amendments to IFRS 7, Financial Instruments: Disclosures (issued in October 2010, effective for annual periods beginning on or after 1 July 2011). The amendments increase the disclosure requirements for transactions involving transfers of financial assets. These amendments are intended to provide greater transparency around the risk exposures of transactions where a financial asset is transferred but the transferor retains some level of continuing exposure in the asset. 87 GENERALI PPF HOLDING D.6.3 ANNUAL REPORT 2012 FINANCIAL SECTION New standards, interpretations and amendments to published standards that are not yet effective and are relevant to the Group’s financial statements Certain new standards and interpretations have been issued that are mandatory for the annual periods beginning on or after 1 January 2013 or later, and which the Group has not early adopted: IFRS 9, Financial Instruments (effective for annual periods beginning on or after 1 January 2015, with earlier application permitted, not yet endorsed by the EU) IFRS 9 replaces those parts of IAS 39 relating to the classification and measurement of financial assets. Key features are as follows: • financial assets are required to be classified into two measurement categories: those to be measured subsequently at fair value, and those to be measured subsequently at amortised cost. The decision is to be made at initial recognition. The classification depends on the entity’s business model for managing its financial instruments and the contractual cash-flow characteristics of the instrument; • an instrument is subsequently measured at amortised cost only if it is a debt instrument and both (i) the objective of the entity’s business model is to hold the asset to collect the contractual cash flows, and (ii) the asset’s contractual cash flows represent only payments of principal and interest (that is, it has only “basic loan features”). All other debt instruments are to be measured at fair value through profit or loss; • all equity instruments are to be measured subsequently at fair value. Equity instruments that are held-for-trading will be measured at fair value through profit or loss. For all other equity investments, an irrevocable election can be made at initial recognition, to recognise unrealised and realised fair value gains and losses through other comprehensive income rather than profit or loss. There is to be no recycling of fair value gains and losses to profit or loss when the asset is derecognised. This election may be made on an instrument-by-instrument basis. Dividends are to be presented in profit or loss, as long as they represent a return on investment; and • financial liabilities are recognized similarly to the currently applicable IAS 39. The Group is considering the implications of the standard, the impact on the Group and the timing of its adoption by the Group. IFRS 10, Consolidated Financial Statements (firstly published May 2011, effective for annual periods beginning on or after 1 January 20131) IFRS 10 supersedes the previous version of IAS 27 (2008) Consolidated and Separate Financial Statements including the related interpretation SIC 12 Consolidation – Special Purpose Entities. New standard IFRS 10 requires a parent entity to present consolidated financial statements, defines the principle of control and establishes control as the basis for consolidation, and also sets out the method for applying the principle of control in order to identify whether or not an investor controls an investee and therefore must consolidate the investee. IFRS 10 also sets out the accounting requirements for the preparation of consolidated financial statements. The Group is yet to assess IFRS 10’s full impact and intends to adopt IFRS 10 no later than the accounting period beginning on or after 1 January 2013. IFRS 11 Joint Arrangements (firstly published May 2011, effective for annual periods beginning on or after 1 January 20131) IFRS 11 replaces IAS 31 Interests in Joint Ventures and SIC-13 Jointly-controlled Entities – Non-monetary Contributions by Venturers. Joint control under IFRS 11 is defined as the contractually agreed sharing of control of an arrangement, which exists only when the decisions about the relevant activities require the unanimous consent of the parties sharing control. The reference to “control” in “joint control” refers to the definition of “control” in IFRS 10. The Group is yet to assess IFRS 11’s full impact and intends to adopt IFRS 11 no later than the accounting period beginning on or after 1 January 2013. 1 Although the effective date is 1 January 2013, each reporting unit within the region of the European Union shall apply IFRS 10, IFRS 11, IFRS 12, the amended IAS 27, the amended IAS 28, and the consequential amendments, at the latest, as from the commencement date of its first financial year starting on or after 1 January 2014. 88 GENERALI PPF HOLDING ANNUAL REPORT 2012 FINANCIAL SECTION IFRS 12, Disclosure of Interests in Other Entities (firstly published May 2011, effective for annual periods beginning on or after 1 January 20131) The objective of IFRS 12 is to require the disclosure of information that enables users of financial statements to evaluate the nature of, and risks associated with, its interests in other entities (and risks associated with it) and the effect of those interests on its financial position, financial performance and cash flows. IFRS 12 is required to be applied by an entity that has an interest in any of following: subsidiaries, joint arrangements, associates and unconsolidated structured entities. The Group is yet to assess IFRS 12’s full impact and intends to adopt IFRS 12 no later than the accounting period beginning on or after 1 January 2013. IFRS 13, Fair Value Measurement (firstly published May 2011, effective for annual periods beginning on or after 1 January 2013) This standard defines fair value, a framework for measuring fair value and requires disclosures about fair value measurement. IFRS 13 includes guidance on measurement and list of valuation techniques. IFRS 13 is not expected to have a significant impact on the Group´s financial statements. Amendments to IAS 1, Presentation of Financial Statements (amendments issued in June 2011, effective for annual periods beginning on or after 1 July 2012) The amendments revise the way other comprehensive income is presented, requiring: separate subtotals to be presented for those elements which may be “recycled” and those elements that will not, profit or loss and OCI to be presented together, i.e. either as a single statement of comprehensive income, or separate income statement and a statement of comprehensive income. Amendments to IAS 1, Presentation of Financial Statements, resulting from Annual Improvements 2009–2011 Cycle (amendments issued in May 2012, effective for annual periods beginning on or after 1 January 2013) The purpose of these amendments is to clarify the requirements for comparative information. The revised standard is not expected to have a significant impact on the Group’s financial statements. Amendments to IAS 16, Property, Plant and Equipment, resulting from Annual Improvements 2009–2011 Cycle (amendments published in May 2012, effective for annual periods beginning on or after 1 January 2013) The purpose of these amendments is to classify servicing equipment. The revised standards are not expected to have a significant impact on the Group’s financial statements. Amendments to IAS 28, Investments in Associates and Joint Ventures (effective for annual periods beginning on or after 1 January 2013) IAS 28 was amended to include the application of the equity method to investments in joint ventures. The revised standards are not expected to have a significant impact on the Group’s financial statements. Amendments to IAS 32, Financial Instruments: Presentation, resulting from Annual Improvements 2009–2011 Cycle (amendments published in May 2012, effective for annual periods beginning on or after 1 January 2013) The amendments clarify that tax effect of a distribution to holders of equity instruments should be accounted for in accordance with IAS 12 Income Taxes. The revised standards are not expected to have a significant impact on the Group’s financial statements. Amendments to IAS 32 and IFRS 7 Financial Instruments: Presentations, Offsetting financial assets and financial liabilities (amendments published in December 2011, effective for annual periods beginning on or after 1 January 2014 and 1 January 2013 respectively) The amendments clarify meanings and enhance disclosures on offsetting. The revised standards are not expected to have a significant impact on the Group’s financial statements. 1 Although the effective date is 1 January 2013, each reporting unit within the region of the European Union shall apply IFRS 10, IFRS 11, IFRS 12, the amended IAS 27, the amended IAS 28, and the consequential amendments, at the latest, as from the commencement date of its first financial year starting on or after 1 January 2014. 89 GENERALI PPF HOLDING D.6.4 ANNUAL REPORT 2012 FINANCIAL SECTION IFRS 4 – exposure draft on Insurance contracts The IASB (“the board”) released an exposure draft on 30 July 2010 proposing a comprehensive standard to address recognition, measurement and disclosure for insurance contracts. The board expects to issue the final standard in 2013 with proposed effective date of 1 January 2015. Retrospective application will be required but with some practical expedients for transition. The proposals retain the IFRS 4 definition of an insurance contract but amend the scope to exclude fixed fee service contracts but some financial guarantee contracts may now be within the scope of the proposed standard. The proposals would require an insurer to measure its insurance contracts using a current measurement model. The measurement approach is based on the following building blocks: a current, unbiased and probability-weighted average of future cash flows expected to arise as the insurer fulfils the contract; the effect of time value of money; an explicit risk adjustment and a residual margin calibrated so that no profit is recognised on inception. E.RISK REPORT In the risk report the Group presents further information to enable the assessment of the significance of financial instruments and insurance contracts for the assessment of an entity’s financial position and performance. Furthermore, the Group provides information about its exposure to risks arising from financial instruments and insurance contracts, and it discloses management’s objectives, policies and processes for managing those risks, in accordance with IFRS 7. E.1 RISK MANAGEMENT SYSTEM The Group is a member of the Generali Group and is part of its risk management structure. The Generali Group has implemented a risk management system that aims at identifying, evaluating, and monitoring the most important risks to which the Generali Group and the Group are exposed. The most important risks are those risks whose consequences could affect the solvency of the Generali Group, the solvency of any single business unit, or negatively hamper any Group goals. The risk management processes apply to the whole Generali Group, to all the countries where it operates, and to each business unit. However, the degree of integration and depth varies with the complexity of the underlying risks. The integration of processes within the Generali Group is fundamental to assure an efficient system of risk management and capital allocation for every business unit. The main objectives of the risk management processes of the Generali Group are to keep identified risks below an acceptable level, to optimise capital allocation, and to improve the risk-adjusted performance. Risk Management guidelines related to investment risk management, the system of limits, credit ratings and guidelines on an approval process for new instruments are in the place, as well as the investment risk reporting for management on monthly basis. The risk management system is based on three main pillars: a)the risk measurement process: aimed at assessing the solvency of the Group as well as all individual units; b)the risk governance process: aimed at defining and controlling the managerial decisions in relation to relevant risks; c)the risk management culture: aimed at increasing the value creation. 90 GENERALI PPF HOLDING E.2 ANNUAL REPORT 2012 FINANCIAL SECTION ROLES AND RESPONSIBILITY The system is based on three levels of responsibility: • Assicurazioni Generali (Generali Group) – for every country, this sets the targets in terms of solvency, results, and risk exposure, moreover it defines the risk management policy through a list of Guidelines for acceptance of the main risks. The Generali Group has developed the Enterprise Risk Management Policy to align the risk measurement methodology, the governance and the reporting of each company within the Group. • Generali PPF Holding (GPH) – defines strategies and objectives for every firm, taking into account the local features and regulations, providing support for the implementation and controlling the results. In particular, in order to assure a better solution to the specific features of local risks and changes in local regulation, the risk management responsibility and decisions are delegated to the Chief Risk Officer (CRO) of GPH respecting the Generali Group policy framework. Generali and GPH groups are also assigned performance targets for their respective areas. • Business Unit – defines strategies and targets for the lines of business, in respect of the policy and the guidelines established by GPH. Risk management involves the corporate governance of Group entities and the operational and control structure, with defined responsibility levels and aims to ensure the adequacy of the entire risk management system at every point. E.3 RISK MEASUREMENT AND CONTROL Through its insurance activity the Group is naturally exposed to several types of risks, which are related to the movements of the financial markets, to adverse developments of insurance-related risks, both in life and non-life business, and generally to all the risks that affect ongoing organised commercial operations. These risks can be grouped into the following five main categories which will later be detailed: market risk, credit risk, liquidity risk, insurance risk, and operational risk. Along with the specific measures for the risk categories considered by the Group, the calculation of Economic Capital represents a comprehensive measure of risk that can be aggregated at the different organisational levels (Group, country and operative entity) and at the main business lines (life, non-life and asset management). The Economic Capital is a risk measure that corresponds to the amount of capital to be held so that the market value of assets is greater than the market value of liabilities in twelve months’ time, with a confidence level consistent with the target rating. The internal models of risk measurement are constantly being improved, in particular those relating to the calculation of the Economic Capital and Asset Liability Management (ALM) approaches have been harmonised at all different organisational levels within the Generali Group. Current activities are targeted to strengthen the results and to improve some organisational issues, in particular relating to: • Standardisation of the information flow within Group companies; • Improvement in methodologies for the identification, measurement, and evaluation of risks; and related management processes. E.4 MARKET RISK Unexpected movements in prices of equities, currencies, and interest rates might impact the value of the Group’s assets and liabilities. Financial investments are invested to meet the obligation towards both life and non-life policyholders and to earn a return on capital expected by the shareholders. The same changes might affect both assets and the present value of insurance liabilities. At year-end 2012, investments whose market risk affects the Group were €8,973.9 million at market value. 91 GENERALI PPF HOLDING ANNUAL REPORT 2012 FINANCIAL SECTION 31.12.2012 (€ million) Equities Bonds Derivatives Total 31.12.2011 Total fair value Weight (%) Total fair value Weight (%) 636.7 7.1% 640.0 7.9% 8,406.4 93.7% 7,567.0 93.5% (69.1) (0.8%) (114.8) (1.4%) 8,974.0 100.0% 8,092.2 100.0% As mentioned above, the economic impact of changes in interest rates, equity prices, currencies and corresponding volatilities, for the shareholders will depend not only on the sensitivity of the assets to these shifts but also on how the same movements effect the measurement of its insurance liabilities. This effect is particularly significant for the life business because of the minimum guaranteed rates of return and profit sharing arrangements. The impact of the minimum guaranteed rates of return on solvency, both in the short- and long-term, is assessed through deterministic and stochastic analysis. These analyses are performed at the company and single portfolio level and take into account the interaction between assets and liabilities. These analyses help develop product strategies and strategic asset allocations with the aim of optimising the risk and return characteristics of portfolios. Other financial instruments (receivables, term deposits, derivatives, financial liabilities, etc.) are not subject to significant market risk because of their nature. This means they are not sensitive to market risk, they are short-term in duration, or the risk is negligible to the Group. E.4.1 Asset liability matching A substantial part of insurance liabilities may imply an interest-rate risk. The management of interest-rate risk implied from the net position of assets and liabilities is a key task of asset-liability management (ALM). GPH Group has an Asset and Liability Committee which is an advisory body to the Board of Directors and is in charge of the most strategic investment and ALM-related decisions. The committee is responsible for setting and monitoring the Group’s strategic asset allocation in the main asset classes (i.e. government and corporate bonds, equities, real estate, etc.) in addition to the resulting asset and liability strategic position. The objective is to establish an appropriate return potential together with ensuring that the Group can always meet its obligations without undue cost and in accordance with the Group’s internal and regulatory capital requirements. To guarantee the necessary expertise in meeting its mandate, the Committee consists of representatives from top management and includes asset management, risk management and ALM experts from the business units. The ALM manages the net asset-liability positions in both, life and non-life insurance, with the main focus on traditional life products with a long-term nature and often with embedded options and guarantees. The insurance liabilities are analysed, including the embedded options and guarantees and models of future cash flows are prepared in cooperation with actuaries. The models allow for all guarantees under the insurance contracts and for expected development of the key parameters, primarily mortality, morbidity, lapses, and administration expenses. At first, government bonds are used to manage the net position of assets and liabilities and in particular their sensitivity to parallel and non-parallel shifts in the yield curve. Next, corporate bonds and derivatives, primarily interest rate swaps, can be used. However, in line with the credit risk management policy, investments in long-term and thus also high-duration instruments focus on government bonds. The use of interest-rate swaps is limited due to their accounting treatment – as their revaluation, which is reported in the income statement, does not match with the reporting of the insurance liabilities. There is a strategic target asset-liability interest rate position set in line with the risk and capital management policy – to strictly focus on intended risks and reduce capital needed for risks with lower expected gain potential. The prevailing policy is to reduce this position to a minimum level and even though it is not possible to perfectly match future cash flows between assets and liabilities, the position has been substantially reduced within the last years and currently the parallel and non-parallel sensitivities are low. Investments in long-term government bonds in emerging markets also contribute to this result. In addition to management of the strategic position, there are certain limits allowed for tactical asset manager’s positions, so that the asset interest rate sensitivity can deviate from the benchmark in a managed manner. 92 GENERALI PPF HOLDING E.4.2 ANNUAL REPORT 2012 FINANCIAL SECTION Interest rate risk The Group’s operations are subject to the risk of interest rate fluctuations to the extent that interest-earning assets (including investments) and interest-bearing liabilities mature or re-price at different times or in differing amounts. In the case of floating rate assets and liabilities, the Group is also exposed to an interest-rate cash-flow risk, which varies depending on the different re-pricing characteristics of the various floating rate instruments. Interest rate derivatives are primarily used to bridge the mismatch in the re-pricing of assets and liabilities. In some cases derivatives are used to convert certain groups of interest-earning assets to floating or fixed rates to reduce the risk of losses in value due to interest rate changes or to lock-in spreads. In addition, the Group enters into interest rate swaps to fix the interest rates on its floating-rate debts at a certain level. The assets whose value is subject to interest rate risk are represented mainly by bonds. The table below summarises the breakdown of their carrying amount by company. Interest rate risk exposure 31.12.2012 31.12.2011 Total carrying amount Weight (%) Total carrying amount Weight (%) Česká pojišťovna, Czech Republic 2,801.1 33.3% 2,696.8 35.6% Penzijní fond ČP, Czech Republic 2,498.9 29.8% 2,178.3 28.7% Generali-Providencia Biztosító Rt, Hungary 440.0 5.2% 423.0 5.6% Generali Pojišťovna, Czech Republic 431.3 5.1% 398.7 5.3% Penzijní fond Generali, Czech Republic 150.5 1.8% 121.3 1.6% GP Reinsurance EAD, Bulgaria 676.1 8.0% 604.8 8.0% Generali Slovensko poisťovňa, Slovakia 227.3 2.7% 201.1 2.7% Generali T.U. S.A., Poland (€ million) 165.5 2.0% 135.6 1.8% Generali Życie, Poland 31.9 0.4% 24.8 0.3% Delta Generali, Serbia 146.3 1.7% 107.3 1.4% Generali Zavarovalnica d.d., Slovenia 107.1 1.3% 81.7 1.1% Generali Romania Asigurare Reasigurare S.A., Romania 139.1 1.7% 137.4 1.8% 90.1 1.1% 83.9 1.1% Generali PPF Insurance LLC, Russia 124.2 1.5% 79.2 1.0% Generali PPF Holding B.V., The Netherlands 200.7 2.4% 86.6 1.1% Generali Osiguranje, Croatia CZI Holdings N.V., The Netherlands Other companies Total 0.0 0.0% 119.8 1.6% 168.1 2.0% 98.8 1.3% 8,398.2 100.0% 7,579.1 100.0% The table below summarises the modified duration of bond portfolios for the biggest companies in the Group. Bond portfolio: modified duration (years) 31.12.2012 31.12.2011 Generali Slovensko poisťovňa, Slovakia 4.9 5.0 Česká pojišťovna, Czech Republic 5.3 4.8 Penzijní společnost ČP, Czech Republic 4.3 4.2 Generali penzijní společnost, Czech Republic 3.5 3.9 Generali PPF Life Insurance, Russia 4.2 3.8 Generali Pojišťovna, Czech Republic 3.2 3.5 Generali Życie, Poland 3.4 3.4 Generali-Providencia Biztosító, Hungary 1.6 2.3 Generali T.U. S.A., Poland 1.6 1.8 GP Reinsurance EAD, Bulgaria 1.2 1.1 93 GENERALI PPF HOLDING ANNUAL REPORT 2012 FINANCIAL SECTION The Group monitors the sensitivity of the bond portfolio to various standard and non-standard interest rate scenarios. The income statement and Shareholders’ equity sensitivity to interest rate changes have been calculated by applying the stress test (100 bp parallel fall or rise in all yield curves worldwide) to all bond portfolios as at 31 December 2012 and 31 December 2011. Bonds backing Unit-linked provisions are excluded from the sensitivity analysis since investment risk is borne by the policyholders. The following table shows this sensitivity analysis at year end, before and after the related deferred taxes. The sensitivity analysis considers the mitigating effect on the insurance liability side (e.g. mainly LAT Reserve and Deferred policyholder liability). 31.12.2012 Income Statement Shareholders’ Equity Income Statement Shareholders’ Equity 1.4 0.0 11.5 0.0 Gross impact on fair value (1.9) (215.3) 0.4 (192.0) Income tax charge / (credit) 0.0 36.9 (0.4) 31.9 Total net impact (0.5) (178.4) 11.5 (160.1) Gross impact on interest income (1.2) 0.0 (11.9) 0.0 Gross impact on fair value 2.6 220.8 (2.6) 215.1 Income tax charge / (credit) (0.5) (38.4) 0.8 (36.0) 0.9 182.4 (13.7) 179.1 (€ million) 100 bp parallel increase 100 bp parallel decrease 31.12.2011 Gross impact on interest income Total net impact The reasonably possible shift of +/– 100bp on the yield curve implies a potential impact on the result of the period, caused on one hand by the consequent change in the fair value of bonds and on the other by the re-computation on coupon and accrued interest of floating rate securities. While the gross impact of changes in the fair value of the bonds is almost fully shown in the Shareholder’s Equity column (being the large majority of bond portfolios classified as Available-for-sale), the mitigating impact on the insurance contract liabilities can be summarised as follows: 31.12.2012 Income Statement (€ million) 100 bp parallel increase Income Statement Shareholders’ Equity (1.1) 0.0 (8.4) 0.0 Gross impact on fair value (1.8) 103.2 1.5 93.6 Income tax charge / (credit) 0.3 (0.1) (0.3) (4.0) (2.6) 103.1 (7.2) 89.6 1.1 0.0 8.4 0.0 Gross impact on fair value 2.5 (112.3) (3.6) (102.5) Income tax charge / (credit) (0.5) 0.1 0.7 4.4 3.1 (112.2) 5.5 (98.1) Gross impact on interest income Total net impact E.4.3 Shareholders’ Equity Gross impact on interest income Total net impact 100 bp parallel decrease 31.12.2011 Equity price risk Equity price risk is the risk that equity prices will fluctuate affecting the fair value of equity investments and other instruments that derive their value from a particular equity investment or index of equity prices. The Group manages its use of equity investments in response to changing market conditions using the following risk management tools: a)The limits for investments are set and carefully monitored for each business unit in its investment policy. b)The portfolio is diversified (limits are set per single counterparty exposure). 94 GENERALI PPF HOLDING ANNUAL REPORT 2012 FINANCIAL SECTION The table below summarises the breakdown by equity and investment fund unit type. (€ million) Unquoted equities at cost Equities at fair value Quoted Unquoted Investments in fund units Other financial investments Total 31.12.2012 31.12.2011 2.7 4.6 281.5 188.4 275.8 183.0 5.7 5.4 337.4 426.6 15.1 20.4 636.7 640.0 The table below summarises the breakdown of the carrying amount of equities and the investment fund unit portfolio by company. Equity risk exposure 31.12.2012 31.12.2011 Total carrying amount Weight (%) Total carrying amount Weight (%) Česká pojišťovna, a.s. 340.6 53.5% 358.4 56.0% (€ million) Penzijní fond ČP, a.s. 11.1 1.7% 51.6 8.1% Generali-Providencia Biztosító Rt. 66.2 10.4% 66.0 10.3% Generali Pojišťovna a.s. 43.5 6.8% 36.7 5.7% GP Reinsurance EAD, Bulgaria 42.0 6.6% 39.6 6.2% Generali Slovensko poisťovňa, a. s. 55.0 8.7% 14.2 2.2% Generali T.U. S.A. 23.7 3.7% 18.2 2.9% Generali Życie S.A. 17.1 2.7% 0.0 0.0% 0.2 0.1% 4.0 0.6% Delta Generali Osiguranje a.d. Other companies Total 37.3 5.8% 51.3 8.0% 636.7 100.0% 640.0 100.0% The Income statement and Shareholders’ equity sensitivity to equity price changes have been calculated by applying the stress test (+/– 10% change in equity prices) to all equities and investment fund unit portfolios as at 31 December 2012 and 2011. Financial assets backing Unit-linked provisions are excluded from the sensitivity analysis since investment risk is borne by the policyholders. The following table shows this sensitivity analysis at the year end, before and after the related deferred taxes. The sensitivity analysis considers the mitigating effect on the insurance liability side (e.g. mainly Deferred policyholder liability). 31.12.2012 (€ million) 31.12.2011 Income Statement Shareholders’ Equity Income Statement Shareholders’ Equity Equity price +10% Gross impact on fair value 27.5 61.9 23.2 43.6 Income tax charge / (credit) (5.2) (9.9) (4.4) (6.6) Total net impact 22.3 52.0 18.8 37.0 Equity price –10% Gross impact on fair value (27.5) (62.0) (23.2) (43.6) 5.2 9.9 4.4 6.6 (22.3) (52.1) (18.8) (37.0) Income tax charge / (credit) Total net impact 95 GENERALI PPF HOLDING ANNUAL REPORT 2012 FINANCIAL SECTION The impact on the income statement or shareholder’s equity is determined by the IFRS classification of the particular investments. The vast majority of investments are classified as available-for-sale, thus the impact on shareholders’ equity is much higher than the impact on the income statement. On the other hand, the mitigating impact on the insurance contract liabilities can be summarised as follows: 31.12.2012 (€ million) 31.12.2011 Income Statement Shareholders’ Equity Income Statement Shareholders’ Equity Equity price +10% Gross impact on fair value (0.9) (0.3) (1.7) (3.2) Income tax charge / (credit) 0.0 0.0 0.0 0.0 (0.9) (0.3) (1.7) (3.2) Equity price –10% Gross impact on fair value 0.9 0.3 1.7 3.2 Income tax charge / (credit) 0.0 0.0 0.0 0.0 Total net impact 0.9 0.3 1.7 3.2 E.4.4 Total net impact Currency risk The Group is exposed to currency risk as a result of transactions performed by its entities in currencies different from their functional currency and through their assets and liabilities being denominated in various currencies. However, the general strategy of the Group is to fully hedge currency risk exposure, and this goal is pursued through the two following actions: • Liabilities expressed in a foreign currency are covered by Group entities using financial investments expressed in the same currency. • The net exposure arising from assets expressed in foreign currencies is kept at an acceptable level by buying and selling foreign currencies at spot rates when considered appropriate, or using short-term FX operations. Derivative financial instruments are used to manage the potential earnings impact of foreign currency movements, including currency swaps, spots, and forward contracts. If suitable, options and other derivatives are also considered and used. The FX position is regularly monitored, and the hedging instruments are reviewed and adjusted accordingly. As the result of this approach, the Group has no significant exposure to any currencies. Moreover, it should be noted that each company is given specific and strict FX investment limits which are part of the System of Investment Risk Limits prepared by Group Risk Management who also regularly monitor whether these limits are being respected. E.5 CREDIT RISK Credit risk refers to the economic impact from downgrades and defaults of fixed income securities or counterparties on the Group’s financial strength. Furthermore, a general rise in the spread level, due to the econimic crisis, impacts the financial strength of the Group. The Group has adopted guidelines to limit the credit risk of investments. These favour the purchase of investment-grade securities and encourage diversification and dispersion of the portfolio. The Chief Risk Officer of the Group collects monthly reports on the Group’s exposure to the components of credit risk and evaluates this risk. Credit risk is also evaluated at the Generali Group level. For the rating assessment of an issue or issuer, ratings from rating agencies are used. Securities without an external rating are given an internal one based on the Group´s own credit analysis. In most cases internal ratings are based on external rating by the parent company or its adjusted external rating due to subordination of the instrument. In line with Generali Group principles, the GPH Group uses the second best external rating for each counterparty in all calculations and in the system of credit limits. To manage the level of credit risk, the Group deals with counterparties with a good credit standing and enters into master netting agreements whenever possible. Master netting agreements provide for the net settlement of contracts with the same counterparty in the event of default. 96 GENERALI PPF HOLDING ANNUAL REPORT 2012 FINANCIAL SECTION The Group sets up issuer/counterparty limits according to their credit quality and monitors compliance with these limits on a monthly basis. The following tables show the Group’s exposure to credit risks for bonds and reinsurance assets (only official ratings are used, securities without a rating are shown as non-rated even if an internal rating was allocated to them). The ratings shown below are expressed according to the S&P scale. Rating of bonds 31.12.2012 (€ million) 31.12.2011 Fair value Weight (%) Fair value Weight (%) 184.8 2.2% 184.0 2.4% AA 4,255.7 50.6% 3,960.1 52.3% A AAA 1,398.9 16.6% 1,306.4 17.3% BBB 973.2 11.6% 753.9 10.0% Non-investment grade 966.7 11.5% 785.1 10.4% Not Rated 626.9 7.5% 577.5 7.6% 8,406.2 100.0% 7,567.0 100.0% Total The portfolio of fixed income investments of the Group has been prudently composed: 75.9% of the securities are government issued (2011: 72.9%). Following the turbolences that have affected the government bonds market during the year 2011, exposures towards government bonds issued by countries involved in the Eurozone credit tension have been closely monitored. As at 31 December 2012 the Group has no exposure towards PIIGS1 government debts (in 2011, the only exposure to PIIGS government debts was an investment of €4.7 million into Italian government bonds). The distribution by rating class shows that the vast majority of fixed income investment is of a high rating standing, with almost 70% being greater than or equal to the A- rating. The somewhat high percentage of Not Rated bonds is also explained by the fact that securities without a rating are shown as non-rated, even if an internal rating was allocated to them. The ratings shown below are expressed according to the S&P scale. Rating of reinsurance assets 31.12.2012 (€ million) AAA AA A BBB Non-investment grade Not Rated Total Amount 31.12.2011 Weight (%) Amount Weight (%) 0.4 0.2% 1.8 0.7% 60.3 23.9% 128.4 52.8% 104.4 41.3% 72.7 29.9% 41.2 16.3% 1.7 0.7% 0.2 0.1% 0.0 0.0% 45.7 18.2% 38.5 15.9% 252.2 100.0% 243.1 100.0% As far as the “not rated” counterparties are concerned, these are often reinsurers that are no longer active in the market and consequently no longer rated by the rating agencies. However, they are not necessarily weaker from a financial perspective. On the contrary, they are often part of important and highly rated insurance groups that have decided to discontinue their reinsurance activities. Credit risk associated with deposits on demand at banks is regularly monitored and kept under control. Approximately 43% of the Group’s counterparties have a rating of ‘A’ or higher (2011: 56%). 1 Portugal, Ireland, Italy, Greece, Spain. 97 GENERALI PPF HOLDING ANNUAL REPORT 2012 FINANCIAL SECTION The remaining exposure is represented mainly by: • Term deposits with non-rated banks which account for approximately 44% of the total (2011: 33%); exposure in this category is mainly represented by bank deposits with PPF Banka, the bank owned by the Group’s shareholder, PPF Group N.V. and UniCredit Bank Czech Republic. GPH management believes that no significant credit risk relates to the term deposits in PPF Banka and UniCredit Bank. PPF Banka and its parent company, PPF Group, are considered to be strong financial entities that are closely followed by the financial markets. UniCredit Bank Czech Republic is a part of UniCredit Group, one of the leading European financial group with very strong position on the market. Throughout its entire history of operations, all term deposits placed with PPF Banka and UniCredit Bank by the Group have been properly paid out. Up to the date of preparation of these financial statements, there have been no indications of the weakening of PPF Banka’s or UniCredit Bank´s financial position. • Term deposits with banks having a ‘BB’ rating; this exposure is almost entirely concentrated in Russia and is represented by bank deposits with the Home Credit & Finance Bank, which is an other related party for the Group (see note F.30.3 Other related parties). GPH management believes that no significant credit risk relates to the Home Credit & Finance Bank. The following table presents the ageing analysis for loans and receivables. Loans and receivables: ageing analysis Other loans and receivables – carrying amount (€ million) Receivables – carrying amount 31.12.2012 31.12.2011 31.12.2012 31.12.2011 417.9 578.5 371.5 338.9 417.9 578.5 274.8 257.4 between 91 days and up to 1 year 0.0 0.0 59.8 39.6 between 1 year and 2 years 0.0 0.0 11.8 5.5 more than 2 years 0.0 0.0 25.1 36.4 Assets not past due or past due, but not impaired not past due or past due up to 90 days Assets impaired Total 0.0 2.2 75.9 77.4 417.9 580.7 447.4 416.3 The individual business units of the Group hold collateral for loans and advances to banks in the form of securities as part of a reverse buy-sell transaction, collateral for loans and advances to non-banks in the form of mortgage interests on property and guarantees received. Collateral is held by Česká pojišťovna against debt securities. The following table shows the fair value of collateral held: (€ million) Against individually impaired Property Other Against neither past due nor impaired Debt securities Total 31.12.2012 31.12.2011 0.8 1.2 0.8 1.2 0.0 0.0 12.6 15.3 12.6 15.3 13.4 16.5 98 GENERALI PPF HOLDING E.6 ANNUAL REPORT 2012 FINANCIAL SECTION LIQUIDITY RISK Liquidity risk arises during the general funding of the Group’s activities and in the management of its positions. It includes both the risk of being unable to fund assets using instruments with appropriate maturities and rates, the risk of being unable to liquidate an asset sufficiently quickly and in the appropriate amount, and the risk of being unable to meet obligations as they become due. All the business units have access to a diverse funding base. Apart from insurance provisions, which serve as the main source of financing, funds are also raised using a broad range of instruments including deposits, other liabilities evidenced by paper, reinsurance policies, subordinated liabilities, and shareholder equity. This enhances funding flexibility, limits dependence on any one source of funds, and generally lowers the cost of funds. The business units strive to maintain a balance between the continuity of funding and flexibility through the use of liabilities with a range of maturities. In addition, all the business units hold a portfolio of liquid assets as part of its liquidity risk management strategy. Special attention is paid to the liquidity management of non-life insurance business, which requires sufficient funding to meet all potential obligations in the event of a natural disaster or other extraordinary event. All the business units as well as the Group as a whole continually assess their liquidity risk by identifying and monitoring changes in the funding required to meet business goals and the targets set in terms of the overall strategy. The following table shows an analysis of the Group’s financial assets and liabilities broken down into their relevant maturity bands based on the residual contract maturities. Residual contractual maturities of financial assets 31.12.2012 (€ million) Investments Loans Held to maturity Available for sale Bonds Equities Investment fund units Less than Between 1 1 year and 5 years More than Unspecified 5 years 2,039.8 4,409.4 3,204.3 302.9 116.7 87.4 98.4 1,367.1 Total 1,788.3 11,441.8 61.7 0.0 481.3 24.1 0.0 209.9 3,693.2 3,022.1 526.5 8,608.9 1,367.1 3,693.2 3,022.1 0.0 8,082.4 0.0 0.0 0.0 242.0 242.0 0.0 0.0 0.0 284.5 284.5 282.4 501.1 96.4 1,261.8 2,141.7 Bonds 0.4 36.6 5.4 0.0 42.4 Equities 0.0 0.0 0.0 42.2 42.2 Investment fund units 0.0 0.0 0.0 67.9 67.9 Financial assets at fair value through profit or loss Unit-linked investments Derivatives Receivables Cash and cash equivalents Total financial assets 93.3 261.6 70.3 1,151.7 1,576.9 188.7 202.9 20.7 0.0 412.3 397.7 23.2 26.5 0.0 447.4 760.2 0.0 0.0 0.0 760.2 3,197.7 4,432.6 3,230.8 1,788.3 12,649.4 99 GENERALI PPF HOLDING ANNUAL REPORT 2012 FINANCIAL SECTION Residual contractual maturities of financial assets 31.12.2011 (€ million) Investments Loans Held to maturity Available for sale Bonds Less than Between 1 1 year and 5 years More than Unspecified 5 years Total 2,040.7 3,880.6 3,019.6 1,456.6 10,397.5 530.6 52.1 57.3 0.0 640.0 16.5 138.4 44.6 0.0 199.5 1,296.5 3,194.2 2,756.5 497.2 7,744.4 1,296.5 3,193.5 2,756.5 0.0 7,246.5 Equities 0.0 0.0 0.0 168.1 168.1 Investment fund units 0.0 0.7 0.0 329.1 329.8 Financial assets at fair value through profit or loss 197.1 495.9 161.2 959.4 1,813.6 Bonds 10.8 50.2 12.8 0.0 73.8 Equities 0.0 0.0 0.0 24.9 24.9 Investment fund units 0.0 0.0 0.0 117.2 117.2 136.2 213.0 107.1 817.3 1,273.6 50.1 232.7 41.3 0.0 324.1 361.3 32.7 22.3 0.0 416.3 Unit-linked investments Derivatives Receivables Cash and cash equivalents Total financial assets 465.6 0.0 0.0 0.0 465.6 2,867.6 3,913.3 3,041.9 1,456.6 11,279.4 More than Unspecified 5 years Total Residual contractual maturities of financial liabilities 31.12.2012 (€ million) Financial liabilities at fair value through profit or loss Derivatives Other Other financial liabilities Bonds Less than Between 1 1 year and 5 years 12.5 206.9 23.7 0.0 243.1 12.3 206.9 23.7 0.0 242.9 0.2 0.0 0.0 0.0 0.2 128.9 74.0 0.0 0.0 202.9 0.0 16.7 0.0 0.0 16.7 Net assets attributable to unit holders 64.2 0.0 0.0 0.0 64.2 Other 64.7 57.3 0.0 0.0 122.0 141.4 280.9 23.7 0.0 446.0 More than Unspecified 5 years Total Total financial liabilities 31.12.2011 (€ million) Financial liabilities at fair value through profit or loss Derivatives Other Other financial liabilities Bonds Net assets attributable to unit holders Other Total financial liabilities Less than Between 1 1 year and 5 years 97.5 243.8 45.4 0.0 386.7 97.1 243.8 45.4 0.0 386.3 0.4 0.0 0.0 0.0 0.4 157.1 61.4 2.6 0.0 221.1 0.0 20.6 0.0 0.0 20.6 52.4 0.0 0.0 0.0 52.4 104.7 40.8 2.6 0.0 148.1 254.6 305.2 48.0 0.0 607.8 Derivatives mainly consist of currency swaps due within one month and interest rate swaps that are due within three years. 100 GENERALI PPF HOLDING ANNUAL REPORT 2012 FINANCIAL SECTION The following table shows the amount of life segment insurance liabilities and financial liabilities for investment contracts broken down by estimated timing of the net cash outflows or contractual maturity. Data reported refers to gross direct business. Deferred policyholder liabilities are excluded from the analysis as they depend on market movements; therefore, it is impossible to split the estimated timing of the cash flows related to Deferred policyholder liabilities. Estimated timing of the net cash outflows resulting from recognized insurance liabilities and contractual maturities of financial liabilities for investment contracts 31.12.2012 (€ million) Up to 1 year Life insurance provisions – Gross direct insurance Financial liabilities related to investment contracts Total 510.9 490.6 1,001.5 Between 1 and 5 years 1,025.3 802.0 1,827.3 Between 6 and 10 years 1,201.6 521.8 1,723.4 Between 11 and 20 years 1,032.7 552.6 1,585.3 737.7 393.5 1,131.2 4,508.2 2,760.5 7,268.7 Life insurance provisions – Gross direct insurance Financial liabilities related to investment contracts Total More than 20 years Total 31.12.2011 (€ million) Up to 1 year 394.7 474.1 868.8 Between 1 and 5 years 1,043.5 808.9 1,852.4 Between 6 and 10 years 1,158.6 478.9 1,637.5 Between 11 and 20 years 1,003.6 492.4 1,496.0 673.0 303.1 976.1 4,273.4 2,557.4 6,830.8 More than 20 years Total The Group takes into account the impact of rational/irrational surrenders on its expected profits. In the product design phase, penalties for surrenders are allowed: they are calculated in order to partially compensate for the eventual decrease in expected future profits. Investment contracts may be cancelled early, however with significant negative consequences for the policyholders. In relation to the non-life segment, the table below shows the amount of gross direct provisions for outstanding claims split by the remaining maturity. The total liability is broken down by the remaining duration in proportion to the cash flows expected to arise during each duration band. Estimated timing of the net cash outflows resulting from recognized insurance liabilities – Non-life insurance liabilities Provison for outstanding claims – gross direct amount (€ million) 31.12.2012 Restated 31.12.2011 Up to 1 year 829.9 809.2 Between 1 and 5 years 493.9 473.0 Between 6 and 10 years 144.8 126.3 Between 11 and 20 years 188.6 149.0 More than 20 years Total 0.0 0.0 1,657.2 1,557.5 The accepted reinsurance effect is negligible. Estimated cash flows from other non-life insurance liabilities will predominantly occur within one year. 101 GENERALI PPF HOLDING E.7 ANNUAL REPORT 2012 FINANCIAL SECTION INSURANCE RISKS Insurance risk results from the uncertainty surrounding the timing, frequency and size of claims under insurance contracts. The principal risk is that the frequency or size of claims is greater than expected. In addition, for some contracts, there is uncertainty about the timing of insured events. These are, by their nature, random, and the actual number and size of events during any one year may vary from those estimated using established statistical techniques. The Group is exposed to actuarial and underwriting risk through a wide range of life and non-life products offered to customers: participating and non-participating traditional life products, unit-linked products, annuities, universal life products, guaranteed investment products, and all lines of non-life products (property, accident and health, car, third party liability, and disability). The most significant components of actuarial risk concern the adequacy of insurance premium rate levels and the adequacy of provisions with respect to insurance liabilities and the capital base. Adequacy is assessed by taking into consideration: supporting assets (fair and book value, currency and interest sensitivity); changes in interest and exchange rates; developments in mortality and morbidity; non-life claims frequency and amounts; lapses; expenses; and general market conditions. Specific attention is paid to the adequacy of provisions for the life business. For a detailed description of the Liability Adequacy Test, see Note D.3.3 Liability Adequacy Test. The Group manages insurance risk in the individual business units using internal guidelines for product design, reserving, pricing criteria, reinsurance strategy and underwriting. Monitoring risk profiles, reviewing insurance-related risk control, and asset/liability management are also carried out by senior management. For the most significant business units and portfolios, stochastic modelling is used to assess the risk of interest rate guarantees included in insurance contracts. The pricing reflects the cost of the guarantees, and appropriate reserves are established accordingly. New methods based on dynamic and stochastic modelling are starting to be implemented throughout the Group and are continuously being improved. These methods will be used, among others, to measure the Economic Capital of insurance risks. E.7.1 Concentration of insurance risk A key aspect of the insurance risk faced by the Group is the extent of the concentration of insurance risk, which determines the extent to which a particular event or series of events could significantly impact upon the Group’s liabilities. Such concentrations may arise from a single insurance contract or through a number of related contracts where significant liabilities could arise. An important aspect of the concentration of insurance risk is that it could arise from the accumulation of risks within a number of different insurance classes. Concentrations of risk can arise in low-frequency, high-severity events such as natural disasters; in situations where the Group is exposed to unexpected changes in trends, for example, unexpected changes in human mortality or in policyholder behaviour; or where significant litigation or legislative risks could cause a large single loss, or have a pervasive effect on many contracts. 102 GENERALI PPF HOLDING ANNUAL REPORT 2012 FINANCIAL SECTION E.7.1.1 Geographic and sector concentrations The following table provides an overview of the gross direct written premiums according to the countries in which the Group operates and according to the different lines of business. Life gross direct premiums written by line of business and by geographical area 2012 (€ million) Czech Republic Saving & Pension Protection Unit Linked Total 310.1 158.5 150.1 618.7 Hungary 35.1 11.2 84.5 130.8 Slovakia 18.1 13.7 47.4 79.2 Poland 1.7 36.2 99.6 137.5 Russia 33.7 9.5 0.0 43.2 Serbia 26.2 1.2 0.0 27.4 Romania 9.6 6.4 2.8 18.8 Slovenia 7.4 2.6 8.1 18.1 Bulgaria 3.3 1.7 0.1 5.1 Croatia 12.9 1.2 1.5 15.6 Other countries 3.7 2.0 0.0 5.7 461.8 244.2 394.1 1,100.1 Saving & Pension Protection Unit Linked Total 345.8 149.3 165.8 660.9 Hungary 42.3 9.7 92.4 144.4 Total Life gross direct premiums written by line of business and by geographical area 2011 (€ million) Czech Republic Slovakia 21.5 12.0 50.2 83.7 Poland 2.9 32.3 85.7 120.9 Russia 26.8 5.4 0.0 32.2 Serbia 24.2 0.3 0.0 24.5 Romania 5.7 1.2 1.0 7.9 Slovenia 8.1 1.7 7.0 16.8 Bulgaria 3.6 1.6 0.3 5.5 Croatia 14.1 1.6 1.1 16.8 2.7 1.5 0.0 4.2 497.7 216.6 403.5 1,117.8 Other countries Total 103 GENERALI PPF HOLDING ANNUAL REPORT 2012 FINANCIAL SECTION Non-life gross direct premiums written by line of business and by geographical area Non-motor 2012 (€ million) Motor Personal Commercial / Industrial Accident / Health Total Czech Republic 455.4 189.5 263.7 43.4 952.0 Hungary 90.3 84.7 67.7 22.3 265.0 Slovakia 55.3 8.0 31.4 4.6 99.3 Poland 148.8 23.1 59.2 13.9 245.0 Russia 0.0 0.0 127.6 355.8 483.4 Serbia 46.7 4.4 21.3 9.1 81.5 Romania 44.3 17.9 19.0 0.4 81.6 Slovenia 41.9 11.5 9.2 3.0 65.6 Bulgaria 15.5 2.9 6.9 3.6 28.9 Croatia 13.6 2.9 10.0 3.2 29.7 6.4 0.1 2.3 59.3 68.1 918.2 345.0 618.3 518.6 2,400.1 Other countries Total Non-life gross direct written premiums by line of business and by geographical area Non-motor 2011 (€ million) Motor Personal Commercial / Industrial Accident / Health Total Czech Republic 514.1 189.4 273.8 47.4 1,024.7 Hungary 114.9 87.4 69.6 25.4 297.3 Russia 0.0 0.0 58.4 170.9 229.3 Poland 136.8 20.2 54.5 14.3 225.8 Slovakia 61.6 7.7 30.6 5.3 105.2 Serbia 46.1 4.6 22.8 8.9 82.4 Slovenia 43.8 10.8 9.0 2.7 66.3 Romania 31.7 8.6 6.4 0.2 46.9 Bulgaria 17.1 2.8 6.4 3.3 29.6 Croatia 14.1 2.6 7.6 2.9 27.2 Other countries Total 5.6 0.1 1.0 27.5 34.2 985.8 334.2 540.1 308.8 2,168.9 The breakdown according to gross written premiums is a reliable approximation of the concentration of the total sum insured from a geographical perspective. Reinsurance has no significant impact on the concentration of insurance risk. E.7.1.2 Low-frequency, high-severity risks Significant insurance risk is connected with low-frequency and high-severity risks. The Group manages these risks through its underwriting strategy and adequate reinsurance arrangements. According to its underwriting strategy, the most significant risk of natural disaster to which the Group is exposed is the risk of flooding. In the event of a major flood, the Group expects the property portfolio to see high claims for structural damage to properties and contents and high claims for business interruption while transport links are inoperable and business properties are closed for repair. Apart from the risk of flooding, other climatic phenomena, such as long lasting snow-fall, claims caused by snow-weight, and strong winds or hail storms would have a similar effect. The Group is participating in the insurance of nuclear risks through Czech and Slovak nuclear pools, for more information see Note F.29.2.1. 104 GENERALI PPF HOLDING ANNUAL REPORT 2012 FINANCIAL SECTION The underwriting strategy is an integral part of the annual business plan that specifies the classes of business to be written within the planned period and the target sectors of clients. Following approval of the underwriting limits, the strategy is cascaded down to the individual underwriters in the form of underwriting limits (each underwriter can write a business by line size, class of business, territory, and industry to ensure the appropriate risk selection within the portfolio). E.7.1.3 Life underwriting risk In the life portfolio of the Group, there is a prevailing component of savings contracts, but there are also pure risk covers (death benefits plus riders, such as accident, disability, dread disease, etc.) and some annuity portfolios, with the presence of the longevity risk. The risks related to policies with a prevailing savings component are considered when pricing the guarantees, in line with the particular situation in the local financial market, and also taking into account any relevant regulatory constraint. In the recent past a policy of redefining the structure of minimum guarantees has been pursued to lower their risk impact and their cost. As far as the demographic risk related to pure risk portfolios is concerned, the mortality tables used in the pricing are prudent. The standard approach is to use population or experience tables with adequate safety loadings. For the most important risk portfolios a detailed analysis of mortality experience is carried out every year in comparison with the expected mortality of the portfolio, determined according to the most up-to-date mortality tables available in each market. This analysis takes into consideration mortality by gender, age, policy year, sum assured, other underwriting criteria and also mortality trends. As far as lapse risk (risks related to voluntary withdrawal from the contract) and expense risk (risks related to the inadequacy of charges and loadings in the premiums to cover future expenses) are concerned, they are also considered in the product development and pricing processes. The Group continuously works on model development and implementation in individual business units and provides support when determining assumptions that are either derived from the experience of the business unit or, if it is not sufficiently reliable or suitable, the experience of the other Group entities, or the general experience of the local market. To mitigate lapse risk, surrender penalties are generally considered in the pricing and are determined in such a way as to compensate, at least partially, the loss of future profits. The table below shows the concentration of insurance provisions of life gross direct business by the level of financial guarantee. Financial liabilities related to investment contracts are included as well. Life insurance provisions and financial liabilities for investment contracts: level of financial guarantee Gross direct insurance (€ million) 31.12.2012 31.12.2011 5,403.5 5,171.3 between 0% and 1% 2,862.9 2,514.3 between 1% and 3% 763.0 733.1 between 3% and 4% 632.5 628.3 between 4% and 5% 955.3 1,076.1 more than 5% 189.8 219.5 1,544.0 1,378.3 Provisions and Liabilities with guaranteed interest* Provisions and Liabilities without guaranteed interest Provisions and Liabilities matched by specific assets** Total 126.9 119.5 7,074.4 6,669.1 * The upper bound of each range is excluded. ** Provisions matched by specific assets relate to contracts with minimum guaranteed interest where the final yield to policyholders depends on performance of underlying assets. Insurance provisions include the gross direct amount of mathematical provisions (€2,935.7 million), provisions for unit-linked products (€1,378.1 million), and financial liabilities related to investment contracts with DPF (€2,760.5 million). The table above shows a progressive shift of the exposure towards the lower level of guaranteed interest or without any guaranteed interested, as a consequence of the new business subscibed in 2012 characterized by a lower level of guarantees compared to previous years. 105 GENERALI PPF HOLDING ANNUAL REPORT 2012 FINANCIAL SECTION E.7.1.4 Non-life underwriting risk Pricing risk covers the risk that the premium charged is insufficient to cover actual future claims and expenses. Reserving risk relates to the uncertainty of the run-off of reserves around its expected value which is the risk that the actuarial reserve is not sufficient to cover all liabilities of claims incurred. Its assessment is closely related to the estimation of reserves. Both processes are performed together for consistency reasons, using claim triangles and all other relevant information collected and analysed according to specific guidelines. The Group has the right to re-price risk on contract renewal and to reject fraudulent claims. These contracts are underwritten by reference to the commercial replacement value of the properties and contents insured, and claims payment limits are always included to cap the amount payable on occurrence of the insured event. The following table shows the cumulative claims payments and the ultimate cost of claims by accident year and their development from 2003 to 2012. The ultimate cost includes paid losses, outstanding reserves on reported losses, estimated reserves for IBNR claims, and claim handling costs. The amounts refer to direct business gross of reinsurance and recoveries (the latter amounting to €8.3 million). Values are included and presented in the development table fully retrospectively for all the entities in the Group, in order to provide a better comparability. The observed trend in the ultimate cost for generations 2003–2012 indicates the adequate level of prudence adopted by the Group in its reserving policy. 106 GENERALI PPF HOLDING ANNUAL REPORT 2012 (€ million) FINANCIAL SECTION 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 Total at the end of underwriting year 413.8 484.6 518.5 575.3 597.5 667.2 716.7 744.4 632.0 626.5 5,976.5 one year later 617.2 679.9 721.9 765.9 830.8 922.1 968.6 1,027.6 853.9 two years later 643.6 708.3 750.1 795.0 866.6 968.2 1,011.8 1,075.8 three years later 653.8 721.3 762.7 812.5 885.1 995.0 1,033.3 four years later 659.7 726.8 770.0 820.8 897.8 1,011.3 five years later 663.9 732.4 774.2 828.2 906.9 six years later 667.3 735.6 776.2 833.1 seven years later 686.5 745.6 779.0 eight years later 672.3 750.8 nine years later 668.7 Cumulative claim payments Estimate of ultimate cumulative claims costs at the end of underwriting year 772.3 885.2 963.1 1,034.8 1,111.7 1,218.6 1,272.9 1,331.3 1,191.0 1,163.9 10,944.8 one year later 764.6 855.2 917.6 993.1 1,087.8 1,194.6 1,219.2 1,291.1 1,113.2 two years later 749.1 836.9 890.7 967.2 1,046.2 1,156.0 1,194.2 1,269.5 three years later 733.8 820.1 866.9 948.3 1,022.2 1,147.1 1,177.2 four years later 727.4 801.1 850.8 925.9 1,005.3 1,126.0 five years later 714.4 790.7 838.8 911.0 six years later 710.3 781.2 826.3 904.6 seven years later 722.4 782.9 820.4 eight years later 701.9 783.6 nine years later 692.9 990.0 Estimate of ultimate cumulative claims costs at the end of reporting period Cumulative payments to date 692.9 783.6 820.4 904.6 (668.7) (750.8) (779.0) (833.1) 24.2 32.8 41.4 71.5 990.0 1,126.0 1,177.2 1,269.5 1,113.2 1,163.9 10,041.3 (906.9) (1,011.3) (1,033.3) (1,075.8) (853.9) (626.5) (8,539.3) 259.3 537.4 1,502.0 Provision recognized in the Statement of financial position 83.1 114.7 143.9 193.7 Provision not included in the claims development table Catastrophic events 155.2 42.5 Provisions for outstanding claims not included in accident years 121.0 Recoveries excluded from the analysis (8.3) Total provision as at 31 December 2012 E.7.2 1,657.2 Reinsurance strategy All business units of the Group reinsure some of the risks they underwrite to control their exposure to losses and to protect their capital resources. The Group concludes a combination of proportionate and non-proportionate reinsurance treaties to reduce its net exposure. The maximum net exposure limits for particular business lines are reviewed annually. To provide additional protection, the Group uses facultative reinsurance for certain insurance policies. The reinsurance arrangements include quota-share, excess, stop-loss, and catastrophe coverage. The Group has a captive reinsurance company, GP Reinsurance EAD (GP RE), located in Bulgaria. The majority of reinsurance treaties are concluded with GP RE. In addition, the Group benefits from the consolidated reinsurance program and the diversification of its risks due to the GP RE group coverage which is retro-ceded onto the regular reinsurance market. 107 GENERALI PPF HOLDING ANNUAL REPORT 2012 FINANCIAL SECTION The overview of obligatory reinsurance treaty parameters for the main program and underwriting year 2012: Line of business / Treaty Form of reinsurance Leader Property/Engineering per Risk Excess of Loss Partner Re Property Catastrophe Excess of Loss Partner Re Property Catastrophe (Annual Aggregate Protection) Excess of Loss Swiss Re Liability per Risk Excess of Loss Partner Re Motor Third Party Liability Excess of Loss Swiss Re Excess of Loss Munich Re Livestock & Crop Stop Loss Swiss Re Drought & Extreme Rainfall Quota Share Swiss Re Quota Share Hannover Re Life Surplus Generali Trieste Life & Disability Surplus Swiss Re Property Liability Marine Marine LoBs Agriculture Bonds Bond Life, pensions As a part of its reinsurance strategy, the Group carries out regular monitoring of the financial position of its reinsurers, as shown in Note F.4. Ceded reinsurance contains a credit risk as the ceding of risk to reinsurers does not relieve the Group of its obligations to its clients. Through the GPH credit risk management system, the Group regularly evaluates the financial status of its reinsurers and monitors the concentration of credit risk to minimise its exposure to financial loss caused by a reinsurer’s insolvency. Placement of reinsurance treaties is managed by GPH and is guided by the Security List of Generali Trieste. All reinsurance issues are subject to strict review. This includes the evaluation of reinsurance arrangements, setting the minimum capacity and retention criteria, monitoring the purchase of reinsurance against those criteria, erosion of the reinsurance program and its ongoing adequacy, and credit risk. The treaty capacity needed is based on both internal and group modelling. E.8 OPERATING RISK AND OTHER RISKS Operational risk is defined as potential losses, including opportunity costs, arising from shortcomings or underperformance in internal processes, human resources, and systems or from other causes which may result from internal or external factors. As part of the on-going processes of the Generali Group, the Group has set some common principles for these kinds of risks: • Policies and basic requirements to handle specific risk-sources as defined at the Generali Group level. • Criteria to measure operational risk. Moreover, a specific worldwide task force has been set up to define a common Generali Group methodology to identify, measure and monitor operational risks. • Common methodologies and principles guiding internal audit activities to identify the most relevant processes to be audited. The operational risk management process is primarily based on analysing the risks and designing modifications to work procedures and processes to eliminate, as far as possible, the risks associated with operational events (losses caused by risks other than market and credit risk). Work procedures governing the investment and risk management processes constitute a part of the Group’s system of mandatory policies and procedures. 108 GENERALI PPF HOLDING E.9 ANNUAL REPORT 2012 FINANCIAL SECTION FINANCIAL STRENGTH MONITORING BY THIRD PARTIES The Group’s and/or its subsidiaries’ financial strength is also monitored by third parties such as insurance regulators. Also, the leading rating agencies periodically assess the financial strength of the whole Generali Group expressing a judgment on the ability to meet the ongoing obligations assumed toward policyholders. This assessment is performed taking into account several factors such as, financial and economic data, the positioning of the Group within its market, and the strategies developed and implemented by the management. As at 31 December 2012, the Group’s largest subsidiary Česká pojišťovna, a.s. has been rated by agency Standard & Poor’s (S&P) with the long-term counterparty credit and insurer financial strength rating of A– with a stable outlook. The rating was confirmed on 28 February 2013 emphasizing strong operating performance, strong competitive position Česká pojišťovna, a.s. and strong capitalization and noticing relatively low quality of capital and highly competitive environment. E.10 CAPITAL MANAGEMENT The objectives of the Group as well as the capital management policy of individual business units are: • To guarantee the accomplishment of solvency requirements as defined by the specific laws of each sector where the participating companies operate (insurance or financial sector); • To safeguard the going concern and the capacity to finance expansion through internal growth; • To continue to guarantee an adequate return on the shareholders’ capital; • To determine adequate pricing policies that are suitable for the risk level of each sector’s activity. In every country in which the Group operates, local laws and/or local supervisory authorities require a minimum capital. This minimum capital should be maintained by each subsidiary to face its insurance obligations and operational risks. This minimum level of capital has been continuously maintained during the financial year. E.10.1 Solvency I The Group undertakes insurance business which is a regulated industry. In every country in which the Group operates, local law and/or local supervisory authorities have minimum capital requirements for insurance companies. The Group closely monitors its compliance with regulatory capital requirements. The minimum amount of capital should be maintained by each business unit to meet its insurance obligations and operational risks. 109 GENERALI PPF HOLDING ANNUAL REPORT 2012 FINANCIAL SECTION The following table summarises the minimum capital requirements prescribed by the different local supervisory authorities and the capital available for the main companies. Required solvency margin Company Country Generali Foreign Insurance Company Inc. Available solvency margin 2012 2011 2012 2011 Belarus 0.5 0.3 4.4 2.8 Generali Insurance AD Bulgaria 5.0 5.2 10.8 10.8 Generali Life Insurance AD Bulgaria 0.5 0.5 3.9 3.9 Generali Zakrila Health-Insurance AD Bulgaria 0.5 0.5 2.0 0.7 GP Reinsurance EAD Bulgaria 120.8 121.6 262.8 164.8 Delta Generali Osiguranje a.d. Serbia 16.3 15.9 29.1 25.5 Generali Pojišťovna a.s. Czech Republic 43.6 42.4 87.5 64.3 Česká pojišťovna, a.s. Czech Republic 203.2 206.9 788.3 779.3 Česká pojišťovna ZDRAVÍ a.s. Czech Republic 2.3 2.2 10.4 8.7 Generali Osiguranje d.d. Croatia 8.0 7.6 13.1 10.8 Generali-Providencia Biztosító Rt. Hungary 55.9 50.5 82.9 76.9 Europai Utazasi Biztosító R.t. Hungary 2.8 0.8 6.7 6.1 Genertel Biztosító Zrt Hungary 2.1 1.2 3.7 4.5 JSC “Generali Life” Kazachstan 3.7 0.4 12.1 7.3 Generali T.U. S.A. Poland 26.5 24.3 76.4 44.5 Generali Życie S.A. Poland 14.6 13.1 29.4 30.3 Generali Romania Asigurare Reasigurare S.A. Romania 18.0 30.4 39,1 41.1 Generali PPF Life Insurance LLC Russia 32.5 11.5 49.3 40.0 Generali PPF General Insurance Russia 11.3 6.3 16.4 11.4 Generali Zavarovalnica d.d. Slovenia 12.7 11.6 16.5 13.1 Generali Slovensko poisťovňa, a. s. Slovakia 23.8 23.9 82.2 59.1 Česká pojisťovna Ukraine – Life Insurance Ukraine 0.5 0.2 3.5 3.5 E.10.2 Solvency II The Group is gradually implementing the Solvency II standards into its own risk capital management procedures, starting with its most important business units. The capital management policy is based on a consistent approach for evaluating economic value and its related risks and uses the proper internal models (i.e. Embedded Value, Economic Balance Sheet). This approach anticipates an expected development within the “Solvency II” framework, which is the solvency regulation for insurance companies which the European Union is now developing. As confirmed in the Framework Directive issued in 2007, the future capital requirements will focus on the economic solvency of insurance companies and will reflect more precisely the specific risk positions, also giving possible credits for better risk management policies. In this phase of changes in the law and in market conditions, the capital management policy integrates internal economic logic with the necessary considerations about existing capital constraints, with reference in particular to current local and Group solvency requirements and Rating Agency requirements. 110 GENERALI PPF HOLDING ANNUAL REPORT 2012 FINANCIAL SECTION F. NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION AND INCOME STATEMENT F.1 INTANGIBLE ASSETS (€ million) Goodwill of which is goodwill on Česká pojišťovna a.s. of which is goodwill on Česká pojišťovna a.s. – Polish branch 31.12.2012 31.12.2011 1,488.2 1,551.6 1,089.8 1,072.4 17.5 0.0 314.1 314.1 0.0 95.0 of which is goodwill on Delta Generali Osiguranje A.D.O. 20.1 21.3 of which is goodwill on Penzijní fond České pojišťovny, a.s. 17.3 17.1 of which is goodwill on Generali Romania / ARDAF 29.1 29.9 of which is goodwill on Generali PPF General Insurance 0.0 1.4 of which is goodwill on other companies 0.3 0.4 1,233.1 1,299.5 88.6 88.6 918.3 988.4 of which is goodwill on Generali Slovensko poisťovňa, a. s. of which is goodwill on Generali PPF Life Insurance Other intangible assets Software Present value of future profits from portfolios acquired of which Česká pojišťovna a.s. 806.4 864.4 of which Penzijní fond České pojišťovny, a.s. 66.0 70.1 of which Generali Slovensko poisťovňa, a. s. 38.6 42.9 7.3 11.0 226.2 222.5 2,721.3 2,851.1 Others Other intangible assets Total The remaining amortisation period of the Present value of future profits from the portfolios acquired listed above is between 21 and 25 years. F.1.1Goodwill (€ million) Gross book value as at 1 January Accumulated impairment as at 1 January Carrying amount as at 1 January Business combinations Impairment charge for the period 2012 2011 1,609.2 1,629.1 (57.6) (57.6) 1,551.6 1,571.5 17.9 0.0 (100.7) 0.0 Foreign currency translation effects 19.4 (19.9) Carrying amount as at 31 December 1,488.2 1,551.6 Accumulated impairment as at 31 December (158.3) (57.6) Gross book value as at 31 December 1,646.5 1,609.2 The goodwill is allocated to individual cash-generating units and recognised in the functional currency of the respective unit. Subsequently, goodwill is translated to the Group’s presentation currency at the end of the reporting period. The related translation differences are recognised in other comprehensive income. The overall goodwill is allocated to individual cash-generating units according to the proportion they contribute to the overall surplus between the fair value less cost to sell resulting from the impairment test model and the net asset value of the cash-generating unit. In particular, the Dividend Discount Model (DDM) has been used for the determination of the fair value less cost to sell. Only established insurance companies and pension funds are considered to be cash-generating units for the purpose of goodwill allocation (corresponding to entities with allocated goodwill in Note F.1 with a further split between life and non-life insurance operations for composite companies). 111 GENERALI PPF HOLDING ANNUAL REPORT 2012 FINANCIAL SECTION The Dividend Discount Model is based on the hypothesis that the value of a cash-generating unit is equal to the present value of the cash flows available for its shareholders. These cash flows are supposed to be equal to the flows derived from the distributable dividends, while maintaining an adequate capital structure as required by the laws in force and the entity’s economic nature and to maintain its expected future development. According to this method, the value of the cash-generating unit is equal to the sum of the discounted value of future dividends plus the terminal value of the cash-generating unit itself. The application of this criterion has generally entailed the following phases: • For forecasting the future cash flows of each cash-generating unit, the detailed information included in the last available Rolling Plan 2013–2015 has been considered. The main economic-financial data (i.e. required and available solvency margin, net profit) has been calculated for two additional years (2016 and 2017) on the basis of the growth rate in the last year of the Rolling Plan (2015) to extend the forecast period. Concerning non-life cash-generating units, the combined ratios considered are included within the range 75.6% – 84.6%. • Explicit forecasting of the future cash flows to be distributed to shareholders in the planned time frame, taking into account limits requiring the maintenance of an adequate capital level. • Calculating the cash-generating unit’s terminal value, which is the expected value of the cash-generating unit at the end of the latest year planned. • Regarding the terminal value, applying a growth rate between 2.0% and 3.0% on the cash flows of the latest Plan year. • The post-tax discount rate of the future cash flows (between 7.12% and 11.50%) has been defined on the basis of the Capital Asset Pricing Model (CAPM) formula. This model considers the return rate of risk-free investments (between 2.12% and 6.50%) and the consequent premium return requested by the capital market of reference regarding risk-free investments. Assumptions used in goodwill impairment test: Česká pojišťovna – Life Česká pojišťovna – Non-Life Generali Slovensko poisťovňa – Life Generali Slovensko poisťovňa – Non-Life Delta Generali Osiguranje A.D.O. – Life Delta Generali Osiguranje A.D.O. – Non-Life Penzijní fond České pojišťovny Asigurare Reasigurare Generali Romania Combined ratio* Long term growth rate Discount rate – 2.0% 7.12% 82.7% 2.0% 7.12% – 2.0% 7.19% 75.6% 2.0% 7.19% – 3.0% 11.11% 79.0% 3.0% 11.11% – 2.0% 7.12% 84.6% 3.0% 11.50% * Combined ratio is a measure for profitability of non-life insurance companies comparing claims expenses, acquisition costs and administration costs with insurance premium revenues. After the shareholders’ agreement regarding the sale of insurance business in CIS countries was reached (please refer to Note G.1), the Group performed a recoverability analysis of goodwill allocated to cash generating units located in these countries. The agreed purchase price for assets disposed of is significantly lower than its carrying amount in the consolidated financial statements, which has resulted in an impairment of goodwill allocated to cash generating units Generali PPF Life Insurance and Generali PPF General Insurance in the total amount of €100.7 million. The impairment test did not give rise to any write-downs of goodwill for other cash-generating units in 2012, no impairment loss has been charged to income statement in 2011 (see Note F.25). For the cash-generating units where no goodwill impairment was recognised, there is a sufficient surplus of economic value above book value. 112 GENERALI PPF HOLDING F.1.2 ANNUAL REPORT 2012 FINANCIAL SECTION Other intangible assets The tables below show the changes in individual classes of other intangible assets: Software Present value of future profits Brands Other intangible assets Total 301.6 1,371.8 220.2 11.2 1,904.8 Additions 39.2 0.0 0.0 1.6 40.8 Disposals (11.0) 0.0 0.0 (0.2) (11.2) 1.6 0.0 0.0 0.0 1.6 2012 (€ million) Balance as at 1 January – Gross amount Business combinations Foreign currency translation effects Other changes Balance as at 31 December – Gross amount 8.2 21.9 3.3 0.0 33.4 (5.6) 0.0 0.0 (0.3) (5.9) 334.0 1,393.7 223.5 12.3 1,963.5 (213.0) (383.4) (0.2) (8.7) (605.3) Accumulated amortisation and impairment losses Balance as at 1 January Amortisation of the period (30.5) (82.3) (0.1) (1.0) (113.9) Amortization – Foreign currency translation effects (5.5) (6.6) 0.0 0.0 (12.1) Business combinations (0.5) 0.0 0.0 0.0 (0.5) 1.7 0.0 0.0 0.2 1,9 (3.0) (3.0) 0.0 0.0 (6.0) Disposals of accumulated amortisation Net impairment loss of the period Other changes 5.2 0.0 0.0 0.3 5.5 (245.6) (475.3) (0.3) (9.2) (730.4) 88.4 918.4 223.2 3.1 1,233.1 Software Present value of future profits Brands Other intangible assets Total 281.4 1,393.7 223.6 11.4 1,910.1 Additions 38.7 0.0 0.2 2.0 40.9 Disposals (9.0) 0.0 0.0 0.0 (9.0) 1.0 0.0 0.0 0.8 1.8 (11.3) (21.9) (3.6) (0.2) (37.0) 0.8 0.0 0.0 (2.8) (2.0) 301.6 1,371.8 220.2 11.2 1,904.8 (193.6) (303.3) (0.1) (8.3) (505.3) (28.1) (88.1) 0.0 (2.2) (118.4) 7.6 8.0 0.0 0.2 15.8 (0.5) 0.0 0.0 (0.8) (1.3) Balance as at 31 December Total – Net amount 2011 (€ million) Balance as at 1 January – Gross amount Business combinations Foreign currency translation effects Other changes Balance as at 31 December – Gross amount Accumulated amortisation and impairment losses Balance as at 1 January Amortisation of the period Amortization – Foreign currency translation effects Business combinations Disposals of accumulated amortisation Other changes Balance as at 31 December Total – Net amount 2.4 0.0 0.0 0.0 2.4 (0.8) 0.0 (0.1) 2.4 1.5 (213.0) (383.4) (0.2) (8.7) (605.3) 88.6 988.4 220.0 2.5 1,299.5 113 GENERALI PPF HOLDING ANNUAL REPORT 2012 FINANCIAL SECTION The Brands item primarily consists of the Česká pojišťovna brand. As the brand name has an indefinite useful life, it is not subject to amortisation and is recorded at cost less accumulated impairments. The fair value of the brand is determined using a royalty savings approach. The brands are tested annually for impairments. In 2012 and 2011, no impairment losses were recognised in the statement of comprehensive income. Carrying amount (€ million) Česká pojišťovna Delta Generali Osiguranje A.D.O. Generali Osiguranje d.d. 217.4 3.7 1.9 1.45% 1.60% 1.60% Assumptions used in the impairment test: Royalty rate Long-term growth Cost of capital F.2 TANGIBLE ASSETS F.2.1 Land and buildings (own use) 2.0% 3.0% 2.0% 7.12% 11.50% 9.69% (€ million) 2012 2011 Gross book value as at 1 January 116.9 118.7 Accumulated depreciation and impairment as at 1 January (31.8) (28.8) Carrying amount as at 1 January 85.1 89.9 Foreign currency translation effects 3.5 (7.0) Increases 5.8 5.7 Business combinations 0.0 3.4 Reclassifications (0.2) (0.6) Decreases (2.0) (0.7) 0.0 (0.2) (1.7) (2.4) (3.6) (3.0) 0.0 (1.5) Depreciation of the period (2.8) (2.8) Depreciation – Foreign currency translation effects (1.1) 1.8 Depreciation – Business combinations 0.0 (0.8) Decreases of accumulated depreciation 0.2 0.0 Depreciation – Other changes 0.1 0.3 Net impairment loss of the period Other changes Depreciation and impairment Net impairment loss of the period Carrying amount as at 31 December 86.9 85.1 Accumulated depreciation and impairment as at 31 December (35.4) (31.8) Gross book value as at 31 December 122.3 116.9 114 GENERALI PPF HOLDING F.2.2 ANNUAL REPORT 2012 FINANCIAL SECTION Other tangible assets (€ million) 2012 2011 Gross book value as at 1 January 156.8 161.3 (117.0) (124.3) 39.8 37.0 4.0 (6.5) 12.7 22.8 1.8 5.6 (20.8) (24.6) (3.3) (1.8) 3.3 7.3 Accumulated depreciation and impairment as at 1 January Carrying amount as at 1 January Foreign currency translation effects Increases Business combinations Decreases Other changes Depreciation and impairment Depreciation of the period (14.3) (14.4) Depreciation – foreign currency translation effects (3.1) 4.6 Depreciation – business combinations (0.9) (2.9) Decreases of accumulated depreciation 11.7 7.5 9.9 12.5 Depreciation – other changes Carrying amount as at 31 December Accumulated depreciation and impairment as at 31 December Gross book value as at 31 December Fair value 37.5 39.8 (113.7) (117.0) 151.2 156.8 38.9 40.8 The €37.3 million (2011: €39.8 million) of other tangible assets consists mainly of furniture, office and IT equipment. F.3INVESTMENTS F.3.1 Investment properties (€ million) 2012 2011 Gross book value as at 1 January 86.7 88.5 Accumulated depreciation and impairment as at 1 January (3.2) (2.9) Carrying amount as at 1 January 83.5 85.6 1.3 (1.3) 23.8 0.4 0.2 0.6 Foreign currency translation effects Increases Reclassifications Decreases (0.5) 0.0 Other changes (0.3) (1.5) (2.3) (0.3) (1.6) (0.2) 0.0 0.1 Depreciation and impairment Depreciation of the period Depreciation – foreign currency translation effects Decreases of accumulated depreciation Net impairment loss of the period Carrying amount as at 31 December Accumulated depreciation and impairment as at 31 December 0.1 0.0 (0.8) (0.2) 105.7 83.5 (5.5) (3.2) Gross book value as at 31 December 111.2 86.7 Fair value 110.5 85.0 The fair value of investment property is based on valuations of independent experts who hold a recognised and relevant professional qualification and have recent experience in the location and category of the investment properties being valued. 115 GENERALI PPF HOLDING ANNUAL REPORT 2012 FINANCIAL SECTION The key variables used in this method are estimated market rental income (calculated including the inflation rate), capacity utilisation, maintenance and renewal expenses (based on the acquisition price, technical condition, useful life and discount rate depending on the conditions). Additions in 2012 represent mainly property acquired by the purchase of Solitaire Real Estate, a.s. amounting to €23.3 million. The transaction is considered to be a purchase of a group of assets and their related liabilities. F.3.2 Investments in subsidiaries and joint ventures (€ million) Investments in non-consolidated subsidiaries 31.12.2012 31.12.2011 11.9 11.3 Generali PPF Fund Management 0.0 7.8 Generali PPF Insurance 8.1 0.0 Generali PPF Asset Management Ukraine 0.0 0.8 Novi Blutek 1.0 0.0 ČP Asistence s.r.o. 0.2 0.0 REFICOR s.r.o. 0.9 0.9 GP Consult Pénzügyi Tanácsadó 0.3 0.3 Autotál Biztosítási Szolgáltat 1.1 0.8 Others 0.3 0.7 7.6 7.0 7.6 7.0 19.5 18.2 2012 2011 7.1 6.2 Investments in associated companies and joint ventures VUB Generali d.s.s., a.s. Total Changes in joint ventures (€ million) Balance as at 1 January Change in value recognised in income statement 1.2 0.8 (0.7) 0.0 7.6 7.0 (€ million) 2012 2011 Balance as at 1 January 11.3 14.4 Foreign currency translation effects 0.3 (0.3) Acquisitions 8.5 0.2 Change in value recognised directly in equity Balance as at 31 December Movements in non-consolidated subsidiaries Increase in participation 1.1 2.2 Sales and disposals (1.1) (1.0) Impairment (0.3) (2.4) Reclassification to consolidated 0.0 (1.8) Reclassification to held-for-sale (7.9) 0.0 11.9 11.3 Balance as at 31 December The impairment losses in 2012 contain the impairments for the following companies: Familio Befektetési és amounting to €0.2million, Generali Multiinvest Pénzügyi (Hungary) amounting to €0.1 million, GP Consulting (Hungary) amounting to €0.2 million and the reversal of impairment on Autotál Biztosítási (Hungary) in the amount of €0.2 million. The impairment losses in 2011 contain the impairments for the following companies: GP Consulting (Hungary) amounting to €0.7 million, Autotál Biztosítási (Hungary) amounting to €0.2 million, Generali PPF AM Ukraine amounting to €0.6 million and Gradua Finance (Slovakia) amounting to €0.9 million. 116 GENERALI PPF HOLDING ANNUAL REPORT 2012 FINANCIAL SECTION Generali PPF Fund Management (Russia) was reclassified as held-for-sale in 2012. Acquisitions in 2012 are represented mainly by the purchase of Generali PPF Insurance in Russia (€8.1 million). The remaining amount represents the purchase of Familio Group in Hungary in 2012. Summarised financial information of joint ventures (€ million) 31.12.2012 31.12.2011 16.2 14.5 Liabilities 1.0 0.5 Revenues 5.3 3.8 Profit or loss 2.4 1.7 Assets F.3.3 Held-to-maturity investments 31.12.2012 (€ million) 31.12.2011 Book value Fair value Book value Fair value Quoted bonds 209.9 216.4 199.5 193.9 Total 209.9 216.4 199.5 193.9 Current portion Non-current portion 87.4 16.5 122.5 183.0 The fair value of quoted bonds is determined in accordance with the principles described in Note D.1.4. Maturity of held-to-maturity investments – bonds (€ million) Book value 2012 Book value 2011 Up to 1 year 87.4 16.5 Between 1 and 5 years 98.4 138.4 Between 5 and 10 years 21.7 42.4 More than 10 years Total F.3.4 2.4 2.2 209.9 199.5 Loans and receivables to credit institutions 31.12.2012 (€ million) Unquoted bonds Deposit under reinsurance business accepted Other loans and receivables Term deposit with credit institutions Buy-sell transactions Other loans Loans and receivables total 31.12.2011 Book value Fair value Book value Fair value 63.3 65.1 59.3 52.8 0.1 0.1 0.0 0.0 417.8 397.1 580.7 606.2 235.4 235.4 408.3 408.3 50.6 50.6 35.0 35.0 131.8 111.1 137.4 162.9 481.2 462.3 640.0 659.0 Current portion 357.2 343.2 555.7 584.0 Non-current portion 124.0 119.1 84.3 75.0 117 GENERALI PPF HOLDING F.3.5 ANNUAL REPORT 2012 FINANCIAL SECTION Available-for-sale financial assets (€ million) Unquoted equities at cost Equities at fair value Quoted Unquoted Bonds 31.12.2012 31.12.2011 2.7 4.6 239.3 163.5 233.6 158.1 5.7 5.4 8,082.4 7,246.6 Quoted 6,862.8 6,023.7 Unquoted 1,219.6 1,222.9 284.5 329.8 Total Investments in fund units and other AFS assets 8,608.9 7,744.5 Current portion 1,367.0 1,296.5 Non-current portion 7,241.9 6,448.0 Maturity of available-for-sale financial assets – bonds (€ million) Fair value 2012 Fair value 2011 Up to 1 year 1,367.0 1,296.5 Between 1 and 5 years 3,693.2 3,193.6 Between 5 and 10 years 1,776.9 1,456.6 More than 10 years 1,245.4 1,299.9 Total 8,082.5 7,246.6 Realised losses Impairment losses Realised gains and losses, and unrealised losses on available-for-sale financial assets 2012 (€ million) Realised gains Equities 12.3 (5.8) (12.3) Bonds 71.7 (25.3) 0.0 Investments in fund units and other AFS assets 19.2 (14.5) (2.2) 103.2 (45.6) (14.5) Realised gains Realised losses Impairment losses Equities 30.3 (31.3) (9.9) Bonds 92.2 (30.9) 0.0 Investments in fund units and other AFS assets 61.2 (48.7) (0.1) 183.7 (110.9) (10.0) Total 2011 (€ million) Total 118 GENERALI PPF HOLDING ANNUAL REPORT 2012 FINANCIAL SECTION Fair value measurement at the end of the reporting period 31.12.2012 (€ million) Level 1 Level 2 Level 3 Total 0.0 0.0 2.7 2.7 233.6 0.0 5.7 239.3 Unquoted equities at cost Equities at fair value Quoted 233.6 0.0 0.0 233.6 0.0 0.0 5.7 5.7 6,052.6 2,029.9 0.0 8,082.5 6,052.6 810.3 0.0 6,862.9 0.0 1,219.6 0.0 1,219.6 Unquoted Bonds Quoted Unquoted 283.1 1.3 0.0 284.4 Total Investments in fund units and other AFS assets 6,569.4 2,031.2 8.4 8,608.9 31.12.2011 (€ million) Level 1 Level 2 Level 3 Total 0.0 0.0 4.5 4.5 158.1 0.0 5.4 163.5 158.1 0.0 0.0 158.1 Unquoted equities at cost Equities at fair value Quoted Unquoted Bonds Quoted 0.0 0.0 5.4 5.4 5,160.4 2,086.2 0.1 7,246.7 5,145.0 878.8 0.0 6,023.8 Unquoted 15.4 1,207.4 0.1 1,222.9 327.8 2.0 0.0 329.8 5,646.3 2,088.2 10.0 7,744.5 (€ million) 2012 2011 Opening balance 10.0 5.3 Transfers into Level 3 0.0 4.4 Total gains or losses (2.0) 0.1 (2.0) 0.1 Foreign currency translation effect 0.4 0.0 Business combination 0.0 0.2 Closing balance 8.4 10.0 (2.0) 0.1 Investments in fund units and other AFS assets Total The following table presents the changes in Level 3 instruments: in income statement Total gains/(losses) for the period included in income statement for assets held at the end of the reporting period 119 GENERALI PPF HOLDING F.3.6 ANNUAL REPORT 2012 FINANCIAL SECTION Financial assets at fair value through profit or loss Financial assets designated as at fair value through profit and loss Financial assets held-for-trading (€ million) Equities Quoted Bonds Total financial assets at fair value through profit and loss 31.12.2012 31.12.2011 31.12.2012 31.12.2011 31.12.2012 31.12.2011 0.0 0.0 42.2 24.9 42.2 24.9 0.0 0.0 42.2 24.9 42.2 24.9 8.9 0.0 33.5 73.8 42.4 73.8 Quoted 8.9 0.0 31.7 49.1 40.6 49.1 Unquoted 0.0 0.0 1.8 24.7 1.8 24.7 6.6 1.6 61.3 115.6 67.9 117.2 21.2 12.3 6.5 0.8 27.7 13.1 0.0 0.0 1,576.8 1,273.6 1,576.8 1,273.6 36.7 13.9 1,720.3 1,488.7 1,757.0 1,502.6 86.5 147.5 1,670.5 1,355.1 Investments in fund units Derivatives Unit-linked investments Total Current portion Non-current portion All financial instruments held-for-trading are valued based on quoted market prices, except derivatives, which are valued based on generally accepted valuation techniques depending on the product (i.e. discounted expected future cash flows, Black-Scholes model, etc.). Fair value measurement at the end of the reporting period 31.12.2012 (€ million) Equities Level 1 Level 2 Level 3 Total 42.2 0.0 0.0 42.2 42.2 0.0 0.0 42.2 20.5 21.9 0.0 42.4 20.5 20.1 0.0 40.6 0.0 1.8 0.0 1.8 67.9 0.0 0.0 67.9 1.2 26.5 0.0 27.7 Unit-linked investments 1,404.4 172.4 0.0 1,576.8 Total 1,536.2 220.8 0.0 1,757.0 31.12.2011 (€ million) Level 1 Level 2 Level 3 Total 24.9 0.0 0.0 24.9 24.9 0.0 0.0 24.9 11.7 53.2 8.9 73.8 11.7 31.1 6.1 49.0 0.0 22.1 2.8 24.9 112.2 5.0 0.0 117.2 Quoted Bonds Quoted Unquoted Investments in fund units Derivatives Equities Quoted Bonds Quoted Unquoted Investments in fund units Derivatives 0.4 12.7 0.0 13.1 Unit-linked investments 1,167.8 105.8 0.0 1,273.6 Total 1,317.0 176.7 8.9 1,502.6 120 GENERALI PPF HOLDING ANNUAL REPORT 2012 FINANCIAL SECTION The following table presents the changes in Level 3 instruments: (€ million) 2012 2011 8.9 8.6 Transfers into Level 3 0.0 0.1 Total gains or losses (0.2) 0.2 (0.2) 0.2 0.1 0.0 Settlements (8.7) 0.0 Transfers out of Level 3 (0.1) 0.0 0.0 8.9 (0.2) 0.2 Opening balance in income statement Foreign currency translation effect Closing balance Total gains/(losses) for the period included in income statement for assets held at the end of the reporting period F.4 REINSURANCE ASSETS Direct insurance (€ million) Non-life Accepted reinsurance Total 31.12.2012 Restated 31.12.2011 31.12.2012 Restated 31.12.2011 31.12.2012 Restated 31.12.2011 177.5 166.2 28.6 33.5 206.1 199.7 Provisions for unearned premiums 33.6 28.1 5.7 5.0 39.3 33.1 Provisions for outstanding claims 138.4 134.3 22.9 28.5 161.3 162.8 5.5 3.8 0.0 0.0 5.5 3.8 46.0 43.3 0.1 0.0 46.1 43.3 Other insurance provisions Life Provisions for outstanding claims 3.3 3.3 0.1 0.0 3.4 3.3 42.7 40.0 0.0 0.0 42.7 40.0 Total 223.5 209.5 28.7 33.5 252.2 243.0 Current portion 108.9 98.4 28.2 33.3 137.1 131.7 Non-current portion 114.6 111.1 0.5 0.2 115.1 111.3 Mathematical provisions The amounts included in reinsurance assets represent expected future claims to be recovered from the Group’s reinsurers and the reinsurers’ share of unearned premiums. The amount of “Other insurance provisions” in the non-life section mainly represents for profit-sharing and premium refunds together with provisions for premium reversals. Ceded reinsurance arrangements do not relieve the Group of its direct obligations to policyholders. Thus, a credit exposure exists with respect to reinsurance ceded to the extent that any reinsurer is unable to meet the obligations assumed under the reinsurance agreements (see Note E.5 for detailed analysis of credit risk associated with reinsurance assets). 121 GENERALI PPF HOLDING ANNUAL REPORT 2012 FINANCIAL SECTION F.5RECEIVABLES (€ million) Receivables arising out of direct insurance operations Amounts owed by policyholders Amount owed by intermediaries and others Receivables arising out of reinsurance operations Trade and other receivables 31.12.2012 31.12.2011 275.9 259.6 252.1 235.0 23.8 24.6 35.1 42.1 100.9 74.1 Receivables from derivatives collateral 35.5 40.5 Current income tax receivables 10.4 44.4 Total receivables 457.8 460.7 Current portion 417.2 404.5 40.6 56.2 (€ million) 2012 2011 Carrying amount as at 1 January Non-current portion The following table shows the roll-forward of receivables: 460.7 425.5 Business combinations 30.3 28.4 Change of receivables (35.4) 3.0 Impairment Carrying amount as at 31 December current year F.6 2.2 3.8 457.8 460.7 31.12.2012 31.12.2011 OTHER ASSETS (€ million) Deferred acquisition costs 561.9 335.8 Deferred tax assets 10.9 55.4 Other assets 88.5 90.6 Prepaid rent 1.7 1.4 Other accrued income 4.7 4.5 69.4 72.0 Deferred costs for investment management services Other prepayments 8.7 8.7 Other assets 4.0 4.0 Other assets total 661.3 481.8 Current portion 521.4 314.4 Non-current portion 139.9 167.4 122 GENERALI PPF HOLDING F.6.1 ANNUAL REPORT 2012 FINANCIAL SECTION Deferred acquisition costs (DAC) Gross amount Reinsurance Net amount (€ million) 2012 2011 2012 2011 2012 2011 Carrying amount as at 1 January 338.0 248.0 (2.2) (2.5) 335.8 245.5 Business combinations Change of DAC Impairment Carrying amount as at 31 December current year 0.0 8.1 0.0 0.0 0.0 8.1 260.4 81.9 (1.3) 0.3 259.1 82.2 (33.0) 0.0 0.0 0.0 (33.0) 0.0 565.4 338.0 (3.5) (2.2) 561.9 335.8 Impairment in the amount of €33 million was posted on DAC in Russian company Generali PPF General Insurance. This impairment is a consequence of the agreement between shareholders regarding the sale of insurance business in CIS countries which took place in March 2013 (please refer to note G.1) and reflects the reduction of the carrying amount of the company in the consolidated financial statements, to align it to the sale price agreed by the shareholders. No impairment on DAC has been recorded in 2011. F.7 CASH AND CASH EQUIVALENTS (€ million) 31.12.2012 Cash and cash equivalents 31.12.2011 1.6 1.8 Cash at bank 758.6 463.8 Total 760.2 465.6 31.12.2012 31.12.2011 7.9 0.0 F.8 NON-CURRENT ASSETS HELD-FOR-SALE (€ million) Non-current assets held-for-sale As at 31 December 2011, there were no non-current assets classified as held-for-sale. In December 2012 the Board of Directors of Generali PPF Holding B.V. approved the sale of of shares in Generali PPF Fund Management Ltd., which was therefore reclassified as non-current asset held-for-sale. The sale was finalized in February 2013. 123 GENERALI PPF HOLDING F.9 ANNUAL REPORT 2012 FINANCIAL SECTION SHAREHOLDERS’ EQUITY The following table provides details on the distribution restrictions of equity: 31.12.2012 Restated 31.12.2011 4,759.1 4,406.2 565.1 309.9 0.1 0.1 Revaluation – financial assets AFS 213.8 5.6 Translation reserve 133.6 57.3 (0.8) (1.2) (€ million) Shareholders’ equity attributable to owners of the parent Not available for distribution to shareholders Share capital Cash-flow hedge reserve Other capital reserves Available for distribution to shareholders Additional paid in capital Revaluation – financial assets AFS Retained earnings Shareholders’ equity attributable to non-controlling interests Total 218.4 248.1 4,194.0 4,096.3 3,601.8 3,601.8 0.0 (28.1) 592.2 522.6 29.0 61.5 4,788.1 4,467.7 The following table provides details of unrealised gains and losses on investments available-for-sale: (€ million) 2012 2011 Beginning of the year (22.5) 146.1 (22.5) 145.0 Attributable to owners of parent Attributable to non-controlling interests Gross revaluation as at 1 January Tax on revaluation as at 1 January 0.0 1.1 (36.5) 169.0 14.0 (22.9) Revaluation gain/(loss) in equity – gross 508.8 (164.9) Realisation in income statement – gross (57.5) (72.7) 14.5 10.1 (183.5) 22.0 Impairment losses Change in Deferred policyholder liabilities (45.7) 36.9 Gross revaluation as at 31 December Tax on revaluation 245.8 (36.5) Tax on revaluation as at 31 December (31.7) 14.0 End of the year 214.1 (22.5) 213.8 (22.5) 0.3 0.0 (€ million) 2012 2011 Carrying amount as at 1 January (1.2) 0.7 Fair value gains/(losses) of the year 0.6 (2.1) Tax on fair value gains/(losses) (0.2) 0.2 Carrying amount as at 31 December current year (0.8) (1.2) Attributable to owners of parent Attributable to non-controlling interests Movements in the reserve for cash-flow hedges were as follows: 124 GENERALI PPF HOLDING ANNUAL REPORT 2012 FINANCIAL SECTION The following table provides details of authorised and issued shares: 31.12.2012 31.12.2011 Number of shares authorised 500,000 500,000 Number of shares issued and fully paid 100,000 100,000 1 1 Par value per share (€) F.9.1Dividends On 29 June 2012, the Company’s shareholders adopted a decision, whereby the shareholders declared a dividend in the total amount of €123.0 million. On 8 January 2013, the Company’s shareholders adopted a decision, whereby the shareholders declared an interim dividend in the total amount of €82.0 million out of retained earnings. On 28 March 2013, the Company’s shareholders adopted a decision, whereby the shareholders declared an interim dividend in the total amount of €270.0 million, out of which €186.0 million were charged to retained earnings reserve and €84.0 million was paid out of 2012 profits. F.10 OTHER PROVISIONS (€ million) Provisions for taxation Provisions for commitments Provision for restructuring charges Other provisions 31.12.2012 31.12.2011 1.6 0.7 65.3 75.5 4.4 4.1 6.3 3.3 Total 77.6 83.6 Current portion 19.5 13.1 Non-current portion 58.1 70.5 (€ million) 2012 2011 Carrying amount as at 1 January 83.6 111.8 Foreign currency translation effects 1.4 (1.3) Business combinations 1.1 0.2 (8.5) (27.1) 77.6 83.6 (€ million) 2012 2011 Carrying amount as at 1 January 75.5 100.9 1.2 (1.0) Variations Carrying amount as at 31 December current year Provisions for commitments Foreign currency translation effects Business combinations Variations Carrying amount as at 31 December current year 1.1 0.0 (12.5) (24.4) 65.3 75.5 Provisions for commitments mainly consist of provisions for the MTPL deficit, which as at 31 December 2012 amounted to €58.7million (2011: €71.9 million). Both in the Czech Republic and in Slovakia statutory MTPL insurance was replaced by contractual MTPL insurance (on 31 December 1999 and on 31 December 2001 respectively). All rights and obligations arising from MTPL insurance prior to those dates, including the deficit of received premiums to cover the liabilities and costs, were transferred to the Czech and Slovak Bureaus of Insurers (“the Bureaus”). 125 GENERALI PPF HOLDING ANNUAL REPORT 2012 FINANCIAL SECTION Companies belonging to the Group having obtained licence to write contractual MTPL insurance in the Czech Republic and in Slovakia are members of the Bureau (see Note F.29.2.2). Each member of the Bureaus guarantees the appropriate portion of the Bureau’s liabilities based on the member’s market share for this class of insurance. Based on information publicly available and information provided to members of the Bureau, the Company created a provision adequate to cover the cost of claims likely to be incurred in relation to the liabilities ceded. However, the final and exact amount of the incurred cost of claims will only be known in several years. The variations relate primarily to decrase of the Czech Bureau provision due to change in estimate of claims to be paid by the Czech Bureau and also Group’s decline on the share of Czech MTPL market. With the exception of provisions for commitments, all the other provisions are current. Other provisions (€ million) 2012 2011 3.3 5.9 Foreign currency translation effects 0.1 (0.2) Business combinations 0.0 0.2 Variations 2.9 (2.6) 6.3 3.3 Carrying amount as at 1 January Carrying amount as at 31 December current year F.11 INSURANCE PROVISIONS Direct insurance Accepted reinsurance Total 31.12.2012 Restated 31.12.2011 31.12.2012 Restated 31.12.2011 31.12.2012 Restated 31.12.2011 Non-life insurance provisions 2,689.7 2,285.0 33.4 31.5 2,723.1 2,316.5 Provisions for unearned premiums 1,002.3 702.5 5.5 7.5 1,007.8 710.0 Provisions for outstanding claims 1,657.2 1,557.5 25.9 22.8 1,683.1 1,580.3 (€ million) Other insurance provisions 30.2 25.0 2.0 1.2 32.2 26.2 Life insurance provisions 4,660.0 4,277.8 0.1 0.0 4,660.1 4,277.8 Provisions for unearned premiums 35.4 17.8 0.0 0.0 35.4 17.8 Provisions for outstanding claims 118.9 113.8 0.1 0.0 119.0 113.8 Mathematical provisions 2,935.9 3,009.0 0.0 0.0 2,935.9 3,009.0 Provisions for unit-linked policies and provisions for pension funds 1,378.1 1,102.7 0.0 0.0 1,378.1 1,102.7 191.7 34.5 0.0 0.0 191.7 34.5 14.9 9.4 0.0 0.0 14.9 9.4 10.8 10.0 0.0 0.0 10.8 10.0 151.8 4.4 0.0 0.0 151.8 4.4 Other insurance provisions Provisions for Liability Adequacy Test Ageing provisions Deferred policyholder liabilities (assets) Other 14.2 10.7 0.0 0.0 14.2 10.7 7,349.7 6,562.8 33.5 31.5 7,383.2 6,594.3 Current portion 2,115.7 1,685.7 Non-current portion 5,267.5 4,908.6 Total 126 GENERALI PPF HOLDING ANNUAL REPORT 2012 FINANCIAL SECTION F.11.1 Life insurance provisions F.11.1.1 Provisions for outstanding claims Gross direct insurance (€ million) 2012 2011 Carrying amount as at 1 January 113.8 113.4 Foreign currency translation effects 2.5 (3.3) Change of the period 2.6 1.8 Business combinations 0.0 1.9 118.9 113.8 Carrying amount as at 31 December current year F.11.1.2 Mathematical provisions for life segment Gross direct amount (€ million) Carrying amount as at 1 January Foreign currency translation effects 2012 2011 3,009.0 3,197.7 53.1 (76.2) (226.9) (243.4) 94.3 98.7 Business combinations 0.0 31.5 Other changes 6.2 0.7 2,935.7 3,009.0 Premiums and payments Interests and bonuses credited to policyholders Carrying amount as at 31 December current year F.11.1.3 Provisions for unit-linked policies and for pension funds Gross direct amount (€ million) Carrying amount as at 1 January Foreign currency translation effects 2012 2011 1,102.7 1,084.0 48.0 (64.7) Premiums and payments 110.7 150.4 Interests and bonuses credited to policyholders 116.7 (70.2) Business combinations Carrying amount as at 31 December current year 0.0 3.2 1,378.1 1,102.7 The positive development of of the provisions for the unit-linked policites and for pension funds highlights the increase of the profit shared with policyholders due to the unrealised gains on assets backing unit-linked policies triggered by the financial markets conditions. F.11.1.4 Provisions for Liability Adequacy Test Gross direct insurance (€ million) 2012 2011 9.4 7.0 Foreign currency translation effects 0.2 (0.6) Change due to deficiency of reserves-financial risk 0.6 0.6 Change of the period 4.7 2.4 14.9 9.4 Carrying amount as at 1 January Carrying amount as at 31 December current year 127 GENERALI PPF HOLDING ANNUAL REPORT 2012 FINANCIAL SECTION F.11.1.5 Deferred policyholder liabilities Gross direct insurance (€ million) Carrying amount as at 1 January Foreign currency translation effects 2012 2011 4.4 14.7 0.3 0.0 Change of the period with impact on income statement (36.4) 11.7 Change of the period without impact on income statement 183.5 (22.0) 151.8 4.4 Carrying amount as at 31 December current year The development in 2012 was mainly driven by significant increase in value of AFS financial portfolio of Czech pension funds. F.11.1.6 Provisions for unearned premiums Gross direct insurance (€ million) 2012 2011 Carrying amount as at 1 January 17.8 3.0 Foreign currency translation effects (1.1) 0.9 Change of current year 18.7 13.9 35.4 17.8 Carrying amount as at 31 December current year F.11.1.7 Ageing provisions Gross direct insurance (€ million) 2012 2011 Carrying amount as at 1 January 10.0 10.0 Foreign currency translation effects 0.2 (0.2) Change of current year 0.6 0.2 10.8 10.0 Carrying amount as at 31 December current year F.11.1.8 Other provisions Gross direct insurance (€ million) 2012 2011 Carrying amount as at 1 January 10.7 26.0 Foreign currency translation effects 0.4 (0.7) Change of current year 3.1 (16.2) Business combinations 0.0 1.6 14.2 10.7 Carrying amount as at 31 December current year Other provisions cover mainly provisions for premium reversals and provisions for profit-sharing and premium refunds. 128 GENERALI PPF HOLDING ANNUAL REPORT 2012 FINANCIAL SECTION F.11.1.9 Insurance provisions and financial liabilities related to policies of the life segment Net position (€ million) 31.12.2012 31.12.2011 4,203.2 4,027.7 Insurance contracts without Discretionary Participation Feature 1,590.9 1,450.9 Insurance contracts with Discretionary Participation Feature 2,612.3 2,576.8 Insurance constracts Investment contracts with Discretionary Participation Feature 78.8 54.0 4,282.0 4,081.7 208.9 168.8 Investment contracts at amortised cost 2,551.6 2,388.6 Total investment contracts 2,760.5 2,557.4 Total insurance provisions Investment contracts fair valued Total insurance provisions include the following items – all net of reinsurance: the mathematical provisions in the amount of €2,893.1 million (2011: €2,968.9 million) , the provisions for policies where the investment risk is borne by the policyholders in the amount of €1,378.1 million (2011: €1,102.7 million) and ageing provisions for life segment, which amounted to €10.9 million (2011: €10.0 million). F.11.2 Non-life insurance provisions F.11.2.1 Provision for unearned premiums The table below shows the roll-forward of the non-life provision for unearned premiums: Gross (€ million) Carrying amount as at 1 January Movements of the year Reinsurance 31.12.2012 Restated 31.12.2011 709.9 Net 31.12.2012 Restated 31.12.2011 31.12.2012 Restated 31.12.2011 610.7 (33.0) (26.3) 676.9 584.4 256.0 86.7 (5.2) (3.4) 250.8 83.3 Foreign currency translation effects 16.4 (25.9) (1.1) 1.6 15.3 (24.3) Business combinations 25.2 38.1 0.0 (2.3) 25.2 35.8 Portfolio transfer 0.0 0.0 0.0 (2.4) 0.0 (2.4) Effect of change of accounting methodology 0.0 0.1 0.0 (0.2) 0.0 (0.1) Other changes Balance as at 31 December 0.1 0.2 0.0 0.0 0.1 0.2 1,007.6 709.9 (39.3) (33.0) 968.3 676.9 F.11.2.2 Provisions for outstanding claims The following table shows the roll-forward of provisions for outstanding claims, including claims incurred but not reported: Gross (€ million) Carrying amount as at 1 January Reinsurance 31.12.2012 Restated 31.12.2011 1,580.2 Net 31.12.2012 Restated 31.12.2011 31.12.2012 Restated 31.12.2011 1,603.2 (162.8) (198.4) 1,417.4 1,404.8 Change of current year 561.2 573.7 (39.2) (39.0) 522.0 534.7 Change of previous year (516.0) (538.6) 46.8 63.1 (469.2) (475.5) 8.4 25.0 0.0 (3.5) 8.4 21.5 Business combinations Portfolio transfer 0.0 (0.9) 0.0 0.0 0.0 (0.9) 47.3 (71.1) (5.4) 7.5 41.9 (63.6) Effect of change of accounting methodology 0.0 (16.4) 0.0 7.3 0.0 (9.1) Other changes 2.1 5.3 (0.6) 0.2 1.5 5.5 1,683.2 1,580.2 (161.2) (162.8) 1,522.0 1,417.4 Foreign currency translation effects Balance as at 31 December 129 GENERALI PPF HOLDING ANNUAL REPORT 2012 FINANCIAL SECTION F.11.2.3 Provisions for outstanding claims – non-life Gross direct insurance (€ million) Motor Non-Motor Personal and commercial lines Personal Commercial/industrial Accident/health Total 31.12.2012 Restated 31.12.2011 1,049.1 1,018.3 608.1 539.2 564.0 495.1 91.3 81.3 472.7 413.8 44.1 44.1 1,657.2 1,557.5 F.11.2.4 Other non-life insurance provisions Gross (€ million) 2012 Carrying amount as at 1 January Reinsurance Net 2011 2012 2011 2012 2011 26.2 37.4 (3.8) (4.9) 22.4 32.5 Change of current year (14.7) (14.1) 0.7 1.3 (14.0) (12.8) Business combinations 0.0 0.1 0.0 0.0 0.0 0.1 Foreign currency translation effects Other changes Balance as at 31 December 0.7 (1.4) (0.2) 0.4 0.5 (1.0) 19.9 4.3 (2.2) (0.5) 17.7 3.8 32.1 26.3 (5.5) (3.7) 26.6 22.6 Other non-life insurance provisions primarily comprise provisions for profit sharing and premium refunds. F.12 FINANCIAL LIABILITIES (€ million) Financial liabilities at fair value through profit or loss Financial liabilities at fair value through profit or loss or related to investment contracts Financial derivatives Financial liabilities at amortised cost Financial liabilities at amortised cost related to investment contracts Bonds Net asset value attributable to unit holders Other Total Current portion Non-current portion Book value 31.12.2012 Book value 31.12.2011 305.6 296.7 208.9 168.8 96.7 127.9 2,736.1 2,552.8 2,551.6 2,388.6 16.4 19.6 64.2 52.4 103.9 92.2 3,041.7 2,849.5 621.4 555.6 2,420.3 2,293.9 Financial liabilities at amortised cost related to investment contracts represent on-demand financial instruments carried at an amount payable to the holders. In December 2012, at maturity date, The Group (through its subsidiary Česká pojišťovna), paid up the 250 fixed-coupon bonds in the nominal value of €19.9 million and issued a new emission in the same nominal value1. The new emission of bonds bear an interest rate of 1.83% p.a. Transaction costs related to the bond issue amounted €0.1 million. The bond is quoted on secondary market of Prague Stock Exchange and its maturity will be in the year 2017. 1 The amount shown in table F.12 is lower since part of the new bond was subscribed by other Group companies. 130 GENERALI PPF HOLDING ANNUAL REPORT 2012 FINANCIAL SECTION The amortisation of any discount, premium or direct transaction cost and interest related to other liabilities, evidenced by paper, is calculated using an effective interest rate method, and is recognised in interest expense and similar charges. Other liabilities at amortised cost consist primarily of reinsurance deposits in the amount of €51.2 million (2011: €45.9 million) and a bank loan to CITY EMPIRIA a.s. and Solitaire a.s. in the amount of €51.2 million (2011: €40.2 million). As collateral to the loan, the Group pledged the CITY EMPIRIA a.s. and Solitaire a.s. investment properties and also other receivables, fixed assets, shares, receivables from bank accounts, service charge account and claims arising from lease agreements, existing and future claims arising from the insurance agreement of the CITY EMPIRIA a.s. and Solitaire a.s. The fair value measurement of Financial liabilities at fair value through profit or loss at the end of the reporting period: 31.12.2012 (€ million) Financial liabilities at fair value through profit or loss Financial liabilities at fair value through profit or related to investment contracts Other Total 31.12.2011 (€ million) Financial liabilities at fair value through profit or loss Financial liabilities at fair value through profit or related to investment contracts Other Total Level 1 Level 2 Level 3 Total 176.7 128.9 0.0 305.6 176.4 32.5 0.0 208.9 0.3 96.4 0.0 96.7 176.7 128.9 0.0 305.6 Level 1 Level 2 Level 3 Total 171.4 125.3 0.0 296.7 165.1 3.7 0.0 168.8 6.3 121.6 0.0 127.9 171.4 125.3 0.0 296.7 31.12.2012 31.12.2011 254.8 202.3 42.9 56.8 F.13PAYABLES (€ million) Payable arising out of direct insurance operations Payable arising out of reinsurance operations Current income tax payables 42.8 7.6 100.5 91.6 Payables to employees 25.3 18.8 Payables to clients and suppliers 27.5 28.4 5.1 5.1 Other payables Social security Payables to shareholders 0.1 0.1 42.5 39.2 Total 441.0 358.3 Current portion 426.9 357.8 14.1 0.5 Other payables Non-current portion 131 GENERALI PPF HOLDING F.14 ANNUAL REPORT 2012 FINANCIAL SECTION OTHER LIABILITIES 31.12.2012 Restated 31.12.2011 Deferred tax liabilities 245.3 289.3 Other liabilities 190.4 172.8 Provision for other defined benefit plans 0.1 0.1 Termination benefit liabilities 0.0 0.0 Accrued interest expense 2.1 3.1 145.4 123.4 15.4 21.6 (€ million) Other accrued expenses Deferred expenses Deferred income for investment management services 0.3 0.4 27.1 24.2 Total 435.7 462.1 Current portion 400.6 404.1 35.1 58.0 Other liabilities Non-current portion Other accrued expenses consist of accruals for commissions, bonuses, salaries, investments and other accruals. F.15 NET EARNED PREMIUMS Gross amount (€ million) Reinsurers’ share Net amount 31.12.2012 31.12.2011 31.12.2012 31.12.2011 31.12.2012 31.12.2011 2,125.9 2,097.8 (181.6) (174.6) 1,944.3 1,923.2 2,381.9 2,184.5 (186.8) (178.1) 2,195.3 2,006.3 (256.0) (86.7) 5.2 3.5 (250.8) (83.2) Life premium 1,144.7 1,135.0 (29.5) (26.7) 1,115.2 1,108.3 Total 3,270.6 3,232.8 (211.1) (201.3) 3,059.5 3,031.5 Non-life earned premium Premiums written Change in the provision for unearned premium F.16 FEE AND COMMISSION INCOME AND INCOME FROM FINANCIAL SERVICES ACTIVITIES (€ million) 2012 2011 Fee and commission income from asset management activity 37.4 38.8 Fee and commission income related to investment contracts 4.7 3.8 42.1 42.6 Total 132 GENERALI PPF HOLDING ANNUAL REPORT 2012 FINANCIAL SECTION F.17 NET GAINS/(LOSSES) FROM FINANCIAL ASSETS AND LIABILITIES AT FAIR VALUE THROUGH PROFIT OR LOSS Financial investments held-for-trading (€ million) Unit-linked financial investments and financial investments related to pension funds Financial investments designated as at fair value through profit or loss Total financial investments at fair value through profit or loss 2012 2011 2012 2011 2012 2011 2012 2011 13.1 14.3 17.7 18.8 6.9 9.1 37.7 42.2 Financial assets Interest income and other income Realized gains 117.2 140.8 21.3 13.5 103.9 90.7 242.4 245.0 Realized losses (32.1) (77.0) (9.9) (43.4) (68.6) (68.8) (110.6) (189.2) Unrealized gains 32.3 9.3 95.5 24.8 39.1 1.4 166.9 35.5 Unrealized losses (2.9) (10.2) (19.2) (90.8) (12.8) (26.4) (34.9) (127.4) Financial liabilities Interest expenses (14.3) (12.0) 0.0 0.0 (4.3) (5.7) (18.6) (17.7) Other income 0.8 1.0 0.0 0.0 1.3 1.8 2.1 2.8 Realized gains 19.7 40.8 0.7 10.8 0.1 0.2 20.5 51.8 Realized losses (80.2) (145.1) (8.8) (7.4) (20.3) (38.1) (109.3) (190.6) 6.9 4.1 2.6 9.8 3.8 2.6 13.3 16.5 (23.8) (76.4) (14.3) (1.8) (5.7) (29.3) (43.8) (107.5) 36.7 (110.4) 85.6 (65.7) 43.4 (62.5) 165.7 (238.6) Unrealized gains Unrealized losses Total F.18 INCOME AND EXPENSES FROM NON-CONSOLIDATED SUBSIDIARIES AND JOINT VENTURES F.18.1 Income and expenses from non-consolidated companies (€ million) Income Dividends and other income Expenses Impairment Realized losses Net income 2012 2011 0.1 0.1 0.1 0.1 (1.7) (5.1) (0.3) (2.4) (1.4) (2.7) (1.6) (5.0) The impairment losses in 2012 contain the impairments for the following companies: Familio Befektetési és amounting to €0.2 million, Generali Multiinvest Pénzügyi (Hungary) amounting to €0.1 million, GP Consulting (Hungary) amounting to €0,2 million and reversal of impairment on Autotál Biztosítási (Hungary) in the amount of €0.2 million. The impairment losses in 2011 contain the impairments for the following companies: GP Consulting amounting to €0.7 million, Autotál Biztosítási amounting to €0.2 million, Generali PPF AM Ukraine amounting to €0.6 million and Gradua Finance amounting to €0.9 million. 133 GENERALI PPF HOLDING F.19 ANNUAL REPORT 2012 FINANCIAL SECTION INCOME FROM OTHER FINANCIAL INSTRUMENTS AND INVESTMENT PROPERTIES (€ million) 2012 2011 Interest income 339.5 336.8 14.4 18.8 Interest income from held-to-maturity investments Interest income from loans and receivables 25.0 22.8 292.8 289.4 Interest income from other receivables 2.6 0.7 Interest income from cash and cash equivalents 4.7 5.1 16.9 21.6 Interest income from available-for-sale financial assets Other income Income from investment properties 7.0 7.3 Other income from available-for-sale financial assets 9.9 14.3 Realized gains 103.3 183.9 Realized gains on investment properties 0.1 0.0 Realized gains on loans and receivables 0.0 0.2 103.2 183.7 23.8 31.1 23.8 31.1 17.1 15.1 16.8 14.6 Realized gains on available-for-sale financial assets Unrealized gains Unrealised gains on hedging instruments available-for-sale Reversal of impairment Reversal of impairment of loans and receivables Reversal of impairment of other receivables Total 0.3 0.5 500.6 588.5 The following table shows the total of future minimum lease income from investment properties under non-cancellable operating leases for each of the following periods: (€ million) Not later than one year Later than one year and not later than five years Later than five years 2012 2011 6.1 3.8 15.5 3.1 1.0 0.1 22.6 7.0 2012 2011 Gains on foreign currencies 0.0 122.9 Income from tangible assets 0.6 0.5 Income from intangible assets 0.1 0.0 Income from service and assistance activities and recovery of charges 11.3 12.5 Other technical income 23.1 23.3 Other income 17.1 15.5 Total 52.2 174.7 Total F.20 OTHER INCOME (€ million) 134 GENERALI PPF HOLDING F.21 ANNUAL REPORT 2012 FINANCIAL SECTION NET INSURANCE BENEFITS AND CLAIMS Gross amount (€ million) Non-life net insurance benefits and claims 2012 2011 2012 2011 1,050.9 1,109.6 (47.6) (59.4) 1,003.3 1,050.2 997.4 1,079.9 (52.6) (83.9) 944.8 996.0 53.5 29.7 5.0 24.5 58.5 54.2 861.6 735.7 (14.2) (10.9) 847.4 724.8 793.5 802.9 (11.3) (10.6) 782.2 792.3 68.1 (67.2) (2.9) (0.3) 65.2 (67.5) 1,912.5 1,845.3 (61.8) (70.3) 1,850.7 1,775.0 Change in technical provisions Life net insurance benefits and claims Claims paid Change in technical provisions F.22 Net amount 2011 Claims paid Total Reinsurers’ share 2012 FEE AND COMMISSION EXPENSES AND EXPENSES FROM FINANCIAL SERVICE ACTIVITIES (€ million) 2012 2011 0.1 0.1 Fee and commission expenses from asset management activity 15.1 14.3 Fee and commission expenses related to investment contracts 35.7 14.5 Total 50.9 28.9 Fee and commission expenses from banking activity F.23 EXPENSES FROM OTHER FINANCIAL INSTRUMENTS AND INVESTMENT PROPERTIES (€ million) 2012 2011 Interest expense 53.6 37.8 0.1 0.2 Interest expense on subordinated liabilities Interest expense on loans, bonds and other payables 52.2 37.0 Interest expense on deposits received from reinsurers 1.2 (1.2) Other interest expense 0.1 1.8 3.5 3.6 1.6 1.6 Other expenses Depreciation of investment properties Expenses from investment properties Realized losses Realized losses on loans and receivables Realized losses on available-for-sale financial assets Realized losses on other receivables Unrealized losses Unrealized losses on hedged instruments Impairment losses 1.9 2.0 46.6 114.0 0.0 1.3 45.7 111.0 0.9 1.7 3.8 0.3 3.8 0.3 34.2 24.8 Impairment of investment properties 0.8 0.2 Impairment of loans and receivables 13.8 10.4 Impairment of available-for-sale financial assets 14.5 10.1 5.1 4.1 141.7 180.5 Impairment of other receivables Total 135 GENERALI PPF HOLDING F.24 ANNUAL REPORT 2012 FINANCIAL SECTION ACQUISITION AND ADMINISTRATION COSTS Non-life segment Life segment Financial segment Total (€ million) 2012 2011 2012 2011 2012 2011 2012 2011 Net acquisition costs and other commissions 563.8 509.5 258.6 220.3 0.0 0.0 822.4 729.8 Acquisition costs and other commissions 584.8 529.0 267.5 227.8 0.0 0.0 852.3 756.8 Received reinsurance commissions (21.0) (19.5) (8.9) (7.5) 0.0 0.0 (29.9) (27.0) Investment management expenses 3.0 2.9 0.3 0.3 16.8 18.3 13.5 15.1 Other administration costs 129.5 125.9 81.6 82.2 27.7 33.5 238.8 241.6 Total 706.8 650.5 343.2 305.4 28.0 33.8 1,078.0 989.7 Other administration costs consist mainly of wages and salaries, building and office rentals, and IT expenses. The following table shows the total of future minimum lease payments under non-cancellable operating leases for each of the following periods: (€ million) 2012 2011 Not later than one year 25.4 25.6 Later than one year and not later than five years 64.2 69.3 Later than five years 10.8 22.4 100.4 117.3 Total F.25 OTHER EXPENSES (€ million) 2012 2011 Amortisation of intangible assets 113.8 118.6 Impairment of goodwill 100.7 0.0 Impairment of other intangible assets 6.1 0.0 Impairment of DAC 33.0 0.0 Depreciation of tangible assets 17.1 17.4 Expenses from tangible assets 0.5 2.6 40.1 0.0 Losses on foreign currencies Restructuring charges and allocation to other provisions 5.7 2.6 (12.5) (24.5) Expenses from service and assistance activities and charges incurred on behalf of third parties 24.2 24.0 Other technical expenses 33.1 28.6 Holding costs 15.2 16.6 Changes in provision for commitments Other charges Total 47.6 58.6 424.6 244.5 Other technical expenses consist mainly of a fire brigade charge amounting to €5.7 million (2011: €6.3 million), contributions paid to insurance regulators in the amount of €2.6 million (2011: €2.1 million), charges relating to government guaranteed funds of €2.1 million (2011: €2.1 million) used to cover MTPL injuries from unknown or uninsured drivers, and cancellation of premiums written in previous years amounting to €6.3 million (2011: €2.0 million). Other charges include primarily the “special tax on financial institution” in Hungary amounting to €18.2 million in 2012 (2011: €18.8 million) and other usually one-off charges not directly connected with the insurance business. 136 GENERALI PPF HOLDING F.26 ANNUAL REPORT 2012 FINANCIAL SECTION INCOME TAXES The table below shows breakdown of income taxes recognized in the income statement: (€ million) 31.12.2012 31.12.2011 Current income taxes 112.3 84.4 Czech Republic 68.8 44.8 Bulgaria 21.1 16.1 Hungary 4.0 5.8 Russia 7.7 4.1 Slovakia 2.9 2.8 Poland 3.6 2.3 Other countries 4.2 8.5 Income taxes related to previous period 0.3 (1.5) Czech Republic 0.5 1.2 Bulgaria 0.0 0.0 Hungary 0.2 (1.8) Russia 0.0 2.2 Slovakia 0.5 (0.1) Poland 0.0 (0.7) (0.9) (2.3) Deferred income taxes (48.6) (12.3) Czech Republic (44.6) (23.4) Bulgaria (0.6) 11.5 Hungary (0.9) (1.6) Russia (3.1) 2.5 Slovakia 0.3 (0.3) Poland (0.4) (1.3) Other countries Other countries Total 0.7 0.3 64.0 70.6 The tax authorities of the territories in which Group entities operate may at any time inspect the books and records of Group entities within a maximum period of 3 to 10 years, depending on the tax jurisdiction subsequent to the reported tax year, and may impose additional tax assessments and penalties. The Group’s management is not aware of any circumstances that might give rise to a potential material liability in this respect. The table below shows tax rates in selected countries: (€ million) 31.12.2012 31.12.2011 Czech Republic 19% 19% Bulgaria 10% 10% Hungary 19% 19% Poland 19% 19% Russia 20% 20% Slovakia 19% 19% 137 GENERALI PPF HOLDING ANNUAL REPORT 2012 FINANCIAL SECTION The table below shows the reconciliation between the expected and actual income tax. The expected income tax rate is calculated on the basis of the weighted average of the tax rates currently in force in each country for each consolidated subsidiary. This tax rate is then applied to the consolidated earnings before taxes to calculate the expected tax expense. (€ million) Expected income tax rate Earnings before taxes 2012 2011 19.0% 19.0% 266.7 378.4 Expected income tax expense (benefit) 50.7 71.9 Effect of foreign tax rate differential (10.6) (13.8) (6.0) (1.2) Effect of special (lower) tax rate Tax exempt income and other tax decreasing items (17.9) (21.1) Tax non-deductible expenses and other tax increasing items 47.7 26.4 Effect of tax losos (1.3) (0.1) Other (local) income taxes 3.6 3.8 Foreign WHT not recoverable 0.6 3.5 Income taxes for prior years Tax reliefs 0.7 1.5 (0.5) (2.0) Other (3.0) 1.7 Tax expense 64.0 70.6 24.0% 18.7% Effective tax rate Tax non-deductible expenses and other tax increasing items includes the impact from impairment of goodwill and other intangible assets. F.26.1 Deferred tax Deferred tax assets Deferred tax liabilities 31.12.2012 Restated 31.12.2011 31.12.2012 Restated 31.12.2011 Intangible assets 0.0 0.0 (200.2) (211.2) Land and buildings 1.8 0.8 (0.9) (0.9) Loans 3.5 3.4 0.0 0.0 Financial assets held-to-maturity 0.0 0.0 0.0 0.0 Financial assets available-for-sale 27.8 0.2 (1.2) (1.0) Financial assets at fair value through profit and loss 0.6 2.0 (6.7) (1.0) Receivables 3.8 2.5 (0.7) (0.6) Deferred acquisition costs 0.3 0.3 (75.8) (20.1) 70.9 18.8 (12.5) (12.1) 8.6 7.3 0.0 0.0 12.9 6.1 0.0 0.0 0.3 0.3 (24.5) (23.7) 10.7 6.1 (60.4) (14.4) (€ million) Insurance provisions Paybles Fiscal losses carried forward Accrued income and prepayments Deferred tax asset / liability with impact on equity Other Total deferred tax asset/liability before set off Set off of tax 11.8 7.6 (4.6) (4.2) 153.0 55.4 (387.5) (289.2) (142.2) 0.0 142.2 0.0 Net deferred tax asset/liability 10.8 55.4 (245.3) (289.2) Current portion 10.8 23.8 (85.7) (31.6) 0.0 31.6 (159.6) (257.6) Non-current portion In accordance with the accounting method, the amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantially enacted at the end of the reporting period. 138 GENERALI PPF HOLDING ANNUAL REPORT 2012 FINANCIAL SECTION The changes in the net deferred tax position are presented in the following table: Net deferred tax asset/liability (€ million) Balance as at 1 January Deferred income tax for the period Deferred tax recognised directly in equity 2012 Restated 2011 (233.9) (267.0) 48.7 12.3 (44.0) 15.5 Total deffered tax income for the period 4.7 27.8 Business combination 0.0 0.8 Currency translation differences Change of accounting methodology Balance as at 31 December (5.1) 5.6 0.0 (1.0) (234.3) (233.8) The Group did not recognise deferred tax assets of €36.7 million (2011: €42.5 million) from deductible temporary differences (unused tax losses) since their realisation is not considered probable by certain individual entities in the Group. Tax losses of these entities cannot be offset against taxable profits of other entities in the Group. Expiration of unused tax losses caried forward are presented in the following table: Not recognized temporary differences (€ million) 31.12.2012 Expire in 1 year 31.12.2011 60.5 27.0 Expire between 1 and 3 years 113.1 213.2 Expire between 3 and 5 years 97.7 133.5 Expire in more than 5 years 45.1 38.8 Expire in indefinite time 20.0 16.6 336.4 429.1 Total F.27 INFORMATION ON EMPLOYEES The number of employees is presented in the following table: 31.12.2012 Managers Employees Sales attendants Others Total 31.12.2011 371 316 10,124 10,204 2,577 2,621 27 95 13,099 13,236 31.12.2012 31.12.2011 217,9 217,9 60,2 64,3 43,4 42,6 16,4 16,7 1,4 1,6 294,5 298,9 Decrease in number of employees in 2012 is mainly driven by restructuring process in Romania. The staff expenses are presented in the following table: (€ million) Wages and salaries Compulsory social security contributions of which State-defined contribution pension plan Others of which Contribution to private pension funds Total 139 GENERALI PPF HOLDING ANNUAL REPORT 2012 FINANCIAL SECTION According to functional area accounting, staff costs are distributed to their respective functional areas and presented within applicable acquisition costs, claims handling costs, administrative expenses, and other expenses. Compulsory social security contributions mainly comprise contributions to state-defined contribution pension plans. Other expenses include the costs of the Group’s health and social programs (e.g. health program for managers, medical check-up for employees, and social benefits). F.28 HEDGE ACCOUNTING F.28.1 Fair value hedge F.28.1.1 Foreign currency risk hedging Starting 1 October 2008, hedge accounting has been applied by some of the Group companies to foreign currency risks (FX risk). The Group applies the fair value hedge. The Group’s investment strategy results in an investment portfolio, which consists of securities denominated in different currencies. On the other hand, the currency of the Group’s liabilities is the functional currency of individual subsidiaries. Following the Group’s risk policy, all these instruments are dynamically hedged into the functional currency of their respective subsidiaries via FX derivatives. Hedge accounting is applied selectively for individual subsidiaries. For the entities that apply hedge accounting, foreign currency hedging is in place for chosen foreign currency investments (i.e. bonds, investment fund units, equities, etc.) and insurance liabilities to fully hedge the implied FX risk. The process in place guarantees high effectiveness in hedging. The FX difference on hedged financial assets and liabilities and hedging instruments, except for equities classified in the available-forsale portfolio, is reported in the profit or loss account according to IFRS rules. FX revaluation on AFS equities included within the hedge accounting is reported in the income statement either as other income – gains on foreign currencies or other expenses – losses on foreign currencies. Hedged items Hedge accounting is applied in each subsidiary individually. In general the hedged items consist of selected non-derivative financial assets and financial liabilities denominated or exposed in foreign currencies (with respect to the functional currency of each subsidiary) except for: a) Financial assets backing unit-linked products b) Other particular exclusions predefined by the investment management strategy Hedged items include financial assets classified in the available-for-sale category, fair value to profit or loss, other investments, cash and cash equivalents and insurance liabilites. Hedging instruments In general hedging instruments are defined as FX derivatives except for options and the cross-currency swaps. As at 31 December, hedged items and hedging instruments were as follows: (€ million) Equities, bonds, investment funds units Term deposits and current bank accounts Insurance liabilities Derivatives Hedging effectiveness Fair value as at 31.12.2012 FX gain/(loss) for the period from 1.1. to 31.12.2012 3,520.5 (76.0) 80.9 4.4 220.3 0.4 36.0 74.8 104.5% 140 GENERALI PPF HOLDING ANNUAL REPORT 2012 FINANCIAL SECTION (€ million) Equities, bonds, investment funds units Term deposits and current bank accounts Insurance liabilities Derivatives Fair value as at 31.12.2011 FX gain/(loss) for the period from 1.1. to 31.12.2011 1,163.2 61.4 2.1 (1.3) 0.0 0.0 (31.4) (65.5) Hedging effectiveness 108.9% F.28.1.2 Interest rate risk hedging Starting 1 July 2011 the hedge accounting has been applied to derivatives hedging an interest rate exposure of interest-bearing financial assets by some of the Group companies. The Group uses fair value hedging. The Group has implemented a risk management strategy for interest rate risk. The objective of the investment and hedging strategy is to manage the overall interest rate risk position on a continuous basis. The Group achieves this objective by a dynamic strategy. Hedge accounting is applied selectively for individual subsidiaries. Change in the fair value of interest rate derivatives and FVPL interest-bearing financial assets is reported in the profit or loss account according to IFRS rules. Change in the fair value of AFS interest-bearing financial assets attributable to the interest rate risk is within the hedge accounting reported in the profit or loss account either as other income from financial instruments and other investments or other expenses for financial instruments and other investments. Hedged items The Group designates as a hedged item a group of fixed income instruments. Hedged items include financial assets classified in the available-for-sale category and fair value to profit or loss category. The hedged items do not include financial liabilities. Hedging instruments Hedging instruments are defined as a group of interest rate derivatives. The derivatives are designated as hedging instruments in its entirety. Assets and derivatives according to this definition can be clearly identified at any time. As at 31 December hedged items and hedging instruments were as follows: (€ million) Fair value as at 31.12.2012 FX gain/(loss) for the period from 1.1. to 31.12.2012 Fixed income instruments 725.9 19.9 Derivatives (58.9) (22.7) Hedging effectiveness (€ million) 113.8% Fair value as at 31.12.2011 FX gain/(loss) for the period from 1.1. to 31.12.2011 Fixed income instruments 827.7 30.9 Derivatives (49.3) (32.9) Hedging effectiveness 106.4% F.28.2 Cash-flow hedge F.28.2.1 Foreign currency risk hedging Starting 1 June 2010, cash-flow hedge has been applied by the Group’s company CITY EMPIRIA (further referred as to “the Company” in this section) to foreign currency risk (FX risk). As a result of its real estate rent operations, most of the Company’s transactions are denominated in foreign currencies. In terms of the Company’s overall currency risk management strategy, the Company minimises its exposure to changes in the cash flows from the rental contracts by entering into loan denominated in foreign currency. 141 GENERALI PPF HOLDING ANNUAL REPORT 2012 FINANCIAL SECTION Hedged items The hedged items are expected payments (cash inflows) in EUR (“€”) from lease contracts concluded in EUR (“€”). During the period of validity of current existing rental contracts, the cash inflows are constituted by payments related to these contracts. As the Company intends to continue entering into lease contracts denominated in EUR (“€”), the expected future lease contracts that will be entered into after the existing contracts have expired are also presented as a hedged item. The future lease payments are modelled over the depreciation period of the building. Hedging instruments The Company hedges the leasing receivables by foreign currency loans received and used for the acquisition and operation of the real estate owned by the company. The loan is being prolonged. In the case that the loan is not prolonged, the Company expects to get a new loan in the same currency that will be used to repay the current loan. This assumption is based on the fact that rental contracts denominated in EUR (“€”) will be a sufficient guarantee for receiving a new loan in EUR (“€”). Prospective effectiveness test (€ million) 31.12.2011 30.6.2012 31.12.2012 Loan balance – actual 39.7 39.3 38.9 Loan balance – theoretical 41.1 40.2 39.2 The amount of the loan used as hedging instrument 39.7 39.3 38.9 PV of lease payments 41.5 40.6 39.7 PV od hedged lease payments 39.7 39.3 38.9 25.80 25.64 25.14 Change in value of the hedging item (2.4) (0.4) (0.4) Change in value of the hedged item 2.4 0.4 0.4 Fx rate difference of the hedging item (in CZK) 3.4 (0.1) (0.2) Fx rate difference of the hedged item (in CZK) (3.4) 0.1 0.2 Ratio of rent payments to hedging item 100% 100% 100% Is the hedging prospectively effective? Yes Yes Yes Czech National Bank FX rate as of the date As the present value of future cash flows is higher than the loan balance, only the present value put to the loan balance should be taken into the effectiveness test. Retrospective effectiveness test (€ million) 31.12.2011 30.6.2012 31.12.2012 6.6 8.8 10.9 Cumulative values Value of modelled cash flow from rent Received rent volume 2.9 2.6 2.6 Received rent volume – cumulative 10.0 12.2 14.7 Is the hedging retrospectively effective? Yes Yes Yes The retrospective effectiveness is measured as the ratio of payments that are expected by the model to arrive and rental income that is really obtained. The company has to obtain at least the expected amount of rental payments in order for the hedging to be effective. F.28.2.2 Interest rate risk hedging Starting 17 October 2011, cash-flow hedge has been applied by the Group’s company CITY EMPIRIA (further referred as to “the Company” in this section) to the interest rate risk (IR risk). 142 GENERALI PPF HOLDING ANNUAL REPORT 2012 FINANCIAL SECTION The Company hedges itself against the interest rate risk by entering into interest rate swap, to pay interest at a fixed interest rate and to receive interest at a variable interest rate. The Company hedges interest payments from the loan (commencing interest period starting 17 October 2011 until 30 September 2015) with interest rate of 3M EURIBOR. The Company does not hedge the margin over this interest rate, because it is not the subject to interest rate risk. Hedging item The Company entered into the interest rate swap, which was designated as a hedging instrument as at 17 October 2011. Hedged item The hedged items are interest payments resulting from the loan drawn. The measurement of the retrospective hedge effectiveness is based on comparison of the cumulative changes in the fair value of the hedging instrument and cumulative changes in the fair value of the hypothetical derivative instrument that represents the hedged item. (€ million) Fair value at inception at 17.10.2012 Fair value as at 31.12.2012 Gain/(loss) for the period from 1.1. to 31.12.2012 (0.1) (1.5) (1.4) 0.1 1.5 1.4 Hedging item – IR swap Hedged item – hypothetic derivative (loan) Effectiveness test (€ million) 100.0% Fair value at inception at 17.10.2012 Fair value as at 31.12.2012 Gain/(loss) for the period from 1.1. to 31.12.2012 (0.1) (0.6) (0.5) 0.1 0.6 Hedging item – IR swap Hedged item – hypothetic derivative (loan) 0.5 Effectiveness test F.29 99.7% OFF BALANCE SHEET ITEMS The Group had no significant contractual commitments or contingent liabilities as at 31 December 2012 other than those provided for and the following items below. F.29.1Commitments As at 31 December 2012 the Group had no significant contractual commitments other than contractual leasing payments showed in Note F.24. F.29.2 Other contingencies F.29.2.1 Participation in nuclear pools As a member of the Czech and Slovak Nuclear Pools, the Group is jointly and severally liable for the obligations of the pools. This means that in the event that one or more of the other members are unable to meet their obligations to the pool, the Group would take over the uncovered part of this liability, pro-rata to its own net retention for the contracts in question. Management does not believe that the risk of another member being unable to meet its obligations to the pool to be material to the financial position of the Group. In addition, the potential liability of the Group for any given insured risk is contractually capped at twice the Group’s net retention for that risk The subscribed net retention is as follows: (€ million) 31.12.2012 31.12.2011 Liability 10.2 10.0 Fire, lightning, explosion, aircraft (“FLEXA”) and break down of operations 29.5 29.1 5.3 5.3 Technical insurance and breakdown of operations Transportation risk 13.2 13.0 Total 58.2 57.4 143 GENERALI PPF HOLDING ANNUAL REPORT 2012 FINANCIAL SECTION F.29.2.2 Membership in the Czech and Slovak Insurance Bureaus As a member of both the Czech and Slovak Insurance Bureaus (“the Bureaus”) related to MTPL insurance in each country, the Group is committed to guarantee the MTPL liabilities of the Bureaus. For this purpose, the Group makes contributions to a guarantee fund for each Bureau based on the calculations of the relevant Bureau. In the event of a fellow member of the Bureau being unable to meet its liabilities arising from MTPL due to insolvency, the Group may be required to make additional contributions to the guarantee fund. Management considers the risk of this to be immaterial to the financial position of the Group. F.30 RELATED PARTIES This chapter contains information about all important transactions with related parties, excluding those which are described in other parts of the notes. F.30.1 Identity of related parties As at 31 December 2012 and 2011, Generali (51%) and PPF (49%) were the shareholders of the Company. The ultimate parent company is Assicurazioni Generali S.p.A. Related parties are GPH’s shareholders, entities outside the Group controlled by them, its associates and joint ventures, key management personnel, their close family members, and other parties that are controlled, jointly controlled or significantly influenced by such individuals. Entities in which such individuals hold significant voting power are also considered related parties. Key management personnel are those persons having authority and responsibility for planning, directing, and controlling the activities of the Group, either directly or indirectly. Key management personnel of the Group comprises the members of the Board of Directors. In considering each possible related party relationship, attention is directed to the substance of the relationship and not merely to the legal form. F.30.2 Transactions with key management personnel of the Group The following table shows the short-term employee benefits for the members of Generali PPF Holding B.V. Board of Directors. Board of Directors Related to the board membership Related to employment contract (€ thousand) 2012 2011 2012 2011 Short-term employee benefits 26.7 28.5 463.1 489.0 Monetary benefits from the Group 26.7 28.5 463.1 489.0 0.0 0.0 16.5 0.0 Contribution to State-defined contribution pension plans Short-term employee benefits include wages, salaries and social security contributions, allowances provided for membership in the statutory bodies, bonuses and other benefits such as medical care and cars. Bonuses are conditional upon achievement of specific targets linked to profitability levels of the Group insurance business; these targets have been largely met in the current financial year. There were no other post-employment benefits other than contributions to state defined contribution pension plans, no other long-term benefits or termination benefits paid to the key management personnel of the Group in 2012. As at 31 December 2012, the members of the statutory bodies held no shares in the Group. 144 GENERALI PPF HOLDING ANNUAL REPORT 2012 FINANCIAL SECTION F.30.3 Related party transactions The related parties fall into the following groups: Group 1 – Enterprises directly consolidated within the group of the ultimate parent company (Generali in 2012 and 2011) Group 2 – Other related parties, primarily enterprises part of PPF Group. 31.12.2012 (€ million) notes Group 1 Group 2 8.9 0.0 Reinsurance assets i 103.5 0.0 Other financial assets ii 0.0 554.0 Receivables from insurance and reinsurance business Other assets Total assets Payables from insurance and reinsurance business iii 1.9 3.3 114.3 557.3 (73.4) (64.5) Technical provisions 0.0 (1.0) Other financial liabilities 0.0 (1.1) Other liabilities Total liabilities (7.3) (2.2) (80.7) (68.8) Notes: i. The balances with companies in Group 1 mainly comprise technical provisions ceded to Generali Holding Vienna group companies for €37.4 million and technical provisions ceded to Assicurazioni Generali S.p.A. for €60.3 million. ii. The balances with companies in Group 2 include bonds issued by Home Credit Group companies for €180.9 million, bonds issued by Energetický a prumyslový holding, a.s. for €20.2 million, bonds issued by EP Energy a.s. for €18.4 million, deposits with PPF Banka a.s. (PPFB) for €291.5 million and deposits with Home Credit & Finance Bank for €37.3 million. iii. The balances in Group 1 comprise mainly liabilities from reinsurance to Assicurazioni Generali S.p.A. for €63.7 million and liabilities from reinsurance to Generali Holding Vienna group companies for €7.1 million. The balances in Group 2 comprise mainly payables for commissions related to insurance business generated through Home Credit & Finance Bank for €64.3 million. 31.12.2011 (€ million) notes Receivables from insurance and reinsurance business Group 1 Group 2 8.8 0.0 Technical provisions ceded to reinsurers i 103.0 0.0 Other financial assets ii 0.0 645.7 Other assets Total assets Payables from insurance and reinsurance business iii 1.6 3.8 113.4 649.5 (70.6) (31.6) Technical provisions 0.0 0.2 Other financial liabilities 0.0 (4.5) (6.0) (2.6) (76.6) (38.5) Other liabilities Total liabilities Notes: i. The balances with companies in Group 1 mainly comprise technical provisions ceded to Generali Holding Vienna group companies for €39.0 million and technical provisions ceded to Assicurazioni Generali S.p.A. for €56.6 million. ii. The balances with companies in Group 2 include bonds issued by Home Credit Group companies for €183.5 million, bonds issued by Nomos bank for €37.1 million, reverse repurchase agreements with PPF Banka a.s. (PPFB) for €86.9 million, deposits with PPFB for €247.1 million, deposits with Nomos Bank for €30.9 million and with Home Credit & Finance Bank for €39.2 million. iii. The balances in Group 1 comprise mainly liabilities from reinsurance to Assicurazioni Generali S.p.A. for €59.3 million and liabilities from reinsurance to Generali Holding Vienna group companies for €8.4 million. The balances in Group 2 comprise mainly payables for commissions related to insurance business generated through Home Credit & Finance Bank for €31.3 million. 145 GENERALI PPF HOLDING ANNUAL REPORT 2012 FINANCIAL SECTION 2012 (€ million) notes Income from insurance and reinsurance business Income from financial activities i Other income Total income Expenses from insurance and reinsurance business ii Group 1 Group 2 16.4 8.7 0.0 23.2 (0.1) 2.6 16.3 34.5 (71.0) (401.8) Expenses from financial activities (0.1) (6.4) Other expenses (4.2) (9.6) (75.3) (417.8) Total expenses Notes: i. Group 2 includes mainly the income related to interest on the bonds issued by Home Credit group companies for €12.7 million, interests from term deposits and reverse repurchase agreements with PPF group companies for €6.4 million. ii. Group 1 mainly includes ceded result from insurance business to Assicurazioni Generali S.p.A for €58.2 million. Group 2 mainly represents the claims, commissions, and profit sharing related to insurance business generated through Home Credit group companies for €387.6 million; this figure is significantly higher compared to last year because of very high growth of business generated through Home Credit in 2012. The substantially higher amount reported in comparison to “Income from insurance and reinsurance business” is explained primarily by the fact that the corresponding premiums written by the Russian company Generali PPF Life Insurance LLC and Generali PPF General Insurance LLC are not included in this table, since the related insurance contracts are written directly with Home Credit clients, and not with Home Credit itself. 2011 (€ million) notes Group 1 Group 2 Income from insurance and reinsurance business i 23.8 10.5 Income from financial activities ii 0.0 31.9 Other income Total income Expenses from insurance and reinsurance business iii Expenses from financial activities Other expenses Total expenses iv 0.1 3.0 23.9 45.4 (40.5) (170.6) (2.7) (3.7) (3.3) (19.3) (46.5) (193.6) Notes: i. Group 1 mainly includes the claims and the change in the insurance provisions ceded to Assicurazioni Generali S.p.A for €22.4 million. Group 2 mainly includes earned premium from Home Credit Group companies for €7.0 million. ii. Group 2 includes mainly the income related to interest of the bonds issued by Home Credit group companies and Nomos Bank for €18.4 million, interests from term deposits and reverse repurchase agreements with PPF group companies for €7.4 million. iii. Group 1 mainly includes ceded results from the insurance business to Assicurazioni Generali S.p.A for €32.0 million. Group 2 mainly represents the claims, commissions, and profit sharing related to the insurance business generated through Home Credit group companies for €169.1 million. The substantially higher amount reported in comparison to “Income from insurance and reinsurance business” (Note i) is explained primarily by the fact that the corresponding premiums written by the Russian company Generali PPF Life Insurance LLC are not included in this table, since the related insurance contracts are written directly with Home Credit clients, and not with Home Credit itself. iv.Group 2 mainly includes expenses paid to PPF group companies for the rental of buildings. 146 GENERALI PPF HOLDING ANNUAL REPORT 2012 FINANCIAL SECTION G.SUBSEQUENT EVENTS The following significant non-adjusting events have occurred since the end of the reporting period up to 25 April 2013: G.1 SALE OF COMPANIES FROM CIS REGION On 8 January 2013 Generali and PPF Group announced that they have agreed on the conditions for the resolution of the GPH joint venture and transferring of full ownership and management control to Generali. An integral part of the agreement was the sale to PPF Group its insurance operations in Russia, Ukraine, Belarus and Kazakhstan. The sale was concluded on 28 March 2013. G.2 INTERIM DIVIDENDS FOR THE 2012 FINANCIAL YEAR On 8 January 2013, the Company’s shareholders declared an interim dividend in the total amount of €82 million, i.e. in the amount of €820 per share. On 28 March 2013, following the Framework Agreement between Companys’s shareholders, the General Meeting of the Company’s shareholders resolved upon interim dividend distribution in the total amount of €270.0 million, i.e €2,700 per share. G.3 CHANGE IN THE POSITION OF CHIEF EXECUTIVE OFFICER In accordance with the agreement of the shareholders from the beginning of January Mr. Luciano Cirinà has become the new CEO of Generali PPF Holding as at 28 March 2013. 147 GENERALI PPF HOLDING ANNUAL REPORT 2012 FINANCIAL SECTION III. Company Financial Statements for the Year Ended 31 December 2012 COMPANY STATEMENT OF FINANCIAL POSITION The statement of the financial position was prepared prior to profit appropriation. (€ million) Note 31.12.2012 31.12.2011 0.3 0.3 4,365.5 4,147.7 3.2 28.7 A. Intangible assets B. Financial fixed assets C. I. Investments in group companies C. Current assets C. I. Receivables D.2.1 C. II. Loans D.2.2 4.3 15.5 C. III. Securities D.2.3 201.0 92.6 C. IV. Cash and cash equivalents D.2.4 165.9 14.1 C. V. Term deposits with credit institutions D.2.5 D.1 Total current assets Total assets 22.7 112.6 397.1 263.5 4,762.9 4,411.5 A. Shareholders’ equity D.3 A.I. Paid-up and called capital D.3.1 0.1 0.1 A.II. Share premium reserve C.3.3 4,009.8 4,039.5 A.III. Revaluation reserves C.3.2 164.3 (64.8) A.IV. Currency translation reserve 119.9 43.6 A.V. Retained earnings 268.1 74.6 A.VI. Cash-flow hedge reserve A.VII. Result of the period (0.8) (1.2) 197.7 314.4 4,759.1 4,406.2 D.4 0.2 0.3 D.5.1 3.6 5.0 3.6 5.0 4,762.9 4,411.5 C.3.5 Total shareholders’ equity B. Provisions C. Current liabilities C.I. Other liabilities Total current liabilities Total equity and liabilities COMPANY INCOME STATEMENT (€ million) Note A. Result from investments in Group companies after tax B. Other income and expenses after tax Result of the period E.1 2012 2011 208.1 324.7 (10.4) (10.3) 197.7 314.4 148 GENERALI PPF HOLDING ANNUAL REPORT 2012 FINANCIAL SECTION Notes to the Company Financial Statements A.GENERAL INFORMATION The Company financial statements of Generali PPF Holding B.V. should be read in conjunction with the consolidated financial statements. A.1 DESCRIPTION OF THE COMPANY Generali PPF Holding B.V. (“the Company”) was incorporated under Dutch law as a limited liability company on 8 June 2007. The Company is enrolled in the Commercial Register kept by the Chamber of Commerce of the city of Amsterdam under Registration Number 34275688 and is based in Amsterdam, Strawinskylaan 933, The Netherlands. The Company’s shareholders as at 31 December 2012 were Assicurazioni Generali S.p.A. (“Generali”, 51%) and PPF Group N.V. (“PPF”, 49%). The Company was founded for the purpose of integrating the business activities of both financial groups in Central and Eastern Europe. The Company’s business activities are consulting services in the entrepreneurial, financial, economic, and organisational fields and their procurement throughout the companies in the Group. A.2 STATUTORY BODY The statutory body of the Company was as at 31 December 2012 as follows: Sergio Balbinot Ladislav Bartoníček Petr Kellner Aleš Minx Jaroslav Mlynář Mario Greco Jiří Šmejc Valter Trevisani Chairman of the Board of Directors Director Director Director Director Director Director Director Following the shareholders’ agreement described in note A.1 of the consolidated financial statements, since from 28 March 2013 the Board of Directors is composed of: Sergio Balbinot Ladislav Bartoníček Luciano Cirinà Mario Greco Lubomír Král Jaroslav Mlynář Nikhil Srinivasan Valter Trevisani Chairman of the Board of Directors Director Director Director Director Director Director Director The Company founded a branch (Generali PPF Holding B.V., organizační složka) in the Czech Republic which was entered into the Commercial Register kept by the Municipal Court in Prague, Section A, Insert 59992 on 30 January 2008 under Identification Number 28239652 and is situated in Prague 6, Evropská 2690/17. As at 31 December 2012, the director of the branch was Mr. Ladislav Bartoníček. 149 GENERALI PPF HOLDING ANNUAL REPORT 2012 FINANCIAL SECTION The Company is subject to Dutch corporate income taxation, as well as to Czech corporate income taxation due to its branch in the Czech Republic. Since all the assets and activities of the Company have been transferred to the Czech branch, Czech tax law has primacy for the Company’s tax status. B.BASIS OF PREPARATION These financial statements are prepared in accordance with the financial reporting requirements included in Part 9 of Book 2, of the Netherlands Civil Code. The principles of valuation and determination of results described in the consolidated financial statements prepared under International Financial Reporting Standards (IFRS) as endorsed by the European Commission are also applicable to the individual financial statements. Investments in Group companies and investments in associates are initially recognised at cost and subsequently accounted for by the equity method of accounting. The accounting policies with regard to presentation and disclosures are in accordance with the financial reporting requirements included in Part 9 of Book 2, of the Netherlands Civil Code. The income statement has been drawn up in accordance with Section 402, Book 2, of the Dutch Civil Code. The financial statements will be adopted by the Annual General Meeting which is expected to take place in June 2013. Expectations are that the financial statements will be adopted without any changes. C.ACCOUNTING POLICIES C.1 FUNCTIONAL AND PRESENTATION CURRENCY The functional currency of the Company is the Czech Koruna (“CZK”), the domestic currency of the Czech Republic. The amounts in the financial statements are presented in EUR (“€”), if not stated otherwise. C.2 INVESTMENTS IN GROUP COMPANIES Investments in group companies are entities (including intermediate subsidiaries and special purpose entities) over which the Company has control, i.e. the power to govern the financial and operating policies, generally accompanying a shareholding of more than one half of the voting rights. Subsidiaries are recognised from the date on which control is transferred to the Company or its intermediate holding entities. They are derecognised from the date that control ceases. The Company applies the acquisition method to account for acquiring subsidiaries, consistent with the approach identified in the consolidated financial statements. The consideration transferred for the acquisition of a subsidiary is the fair value of assets transferred, liabilities incurred to the former owners of the acquiree and the equity interests issued by the Company. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in an acquisition are measured initially at their fair values at the acquisition date, and are subsumed in the net asset value of the investment in group companies. Acquisition-related costs are expensed as incurred. Investments in group companies are measured at net asset value. Net asset value is based on the measurement of assets, provisions and liabilities and determination of profit based on the principles applied in the consolidated financial statements. The Company’s share of the net income of Group companies is included in results relating to investments in Group companies in the Income Statement. Unrealised revaluations within consolidated Group companies are presented in the related equity items in the Company financial statements. When an acquisition of an investment in a group company is achieved in stages, any previously held equity interest is remeasured to fair value on the date of acquisition. The remeasurement against the book value is accounted for in the income statement. 150 GENERALI PPF HOLDING ANNUAL REPORT 2012 FINANCIAL SECTION When the Company ceases to have control over a subsidiary, any retained interest is remeasured to its fair value, with the change in carrying amount to be accounted for in the income statement. When parts of investments in group companies are bought or sold, and such transaction does not result in the loss of control, the difference between the consideration paid or received and the carrying amount of the net assets acquired or sold, is directly recognised in equity. C.3 INVESTMENTS; RECOGNITION OF LOSSES When the Company’s share of losses in an investment equals or exceeds its interest in the investment, (including separately presented goodwill or any other unsecured non-current receivables, being part of the net investment), the Company does not recognise any further losses, unless it has incurred legal or constructive obligations or made payments on behalf of the investment. In such case the Company will recognise a provision. C.4 INVESTMENTS; UNREALISED GAINS AND LOSSES Unrealised gains on transactions between the Company and its investments in consolidated subsidiaries are eliminated in full, based on the consolidation principles. Unrealised gains on transactions between the Company and its investments in associates are eliminated to the extent of the Company’s stake in these investments. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the assets transferred. C.5 CURRENT ASSETS Current assets include securities, derivative contracts, loans and receivables (term deposits included), cash and cash equivalents. Current assets are recognised in the statement of financial position when the Company becomes a party to the contractual provisions of the instrument. For standard purchases and sales of financial assets, the Company’s policy is to recognise them using settlement-date accounting. Any change in the fair value of an asset to be received during the period between the trade date and the settlement date is accounted for in the same way as if the Company used trade-date accounting. Financial instruments are measured initially at fair value plus transaction costs directly attributable to the acquisition or issue of the financial instrument. Current assets are derecognised when the rights to receive cash flows from them have expired or where they have been transferred and the Company has also transferred substantially all risks and rewards of ownership. C.5.1 Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market, other than classified as securities. After initial recognition at fair value, loans and receivables are measured at amortised cost using the effective interest method less provision for impairment. C.5.2Securities Securities are those non-derivative financial assets that are not classified as loans and receivables. After initial recognition, the Company measures securities at their fair values, without any deduction for transaction costs that it may incur upon sale or other disposal, with the exception of instruments that do not have a quoted market price on an active market and whose fair value cannot be reliably measured which are stated at cost, including transaction costs, less impairment losses. 151 GENERALI PPF HOLDING ANNUAL REPORT 2012 FINANCIAL SECTION Any revaluation gain or loss is recognised in other comprehensive income with the exception of impairment losses and, in the case of monetary items such as debt securities, foreign exchange gains and losses. When securities are derecognised, the cumulative gain or loss previously recognised in other comprehensive income is recognised in the income statement. Where these instruments are interest-bearing, interest calculated using the effective interest rate method is recognised in the income statement. Dividend income is recognised in the income statement as other investment income. C.5.3 Derivative contracts All derivatives in a net receivable position (positive fair value) are reported as financial assets. All derivatives in a net payable position (negative fair value) are reported as financial liabilities. C.5.4 Other receivables Other receivables include all other receivables not related to tax. They are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less a provision for impairment. C.5.5 Cash and cash equivalents Cash consists of cash in hand and demand deposits with banks and other financial institutions and term deposits due within 15 days. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. C.5.6 Term deposits with credit institutions Term deposits with credit institutions consist of deposits with banks and other financial institutions with term higher than 15 days. C.6. CHANGE IN ACCOUNTING PRINCIPLES C.6.1 Changes in accounting policies of the subsidiaries The accounting policy was changed within one of the subsidiaries of the Company, see note D.6.1 in the consolidated financial statements. Comparatives were adjusted. The following lines of the company statement of the financial position and company income statement were effected. As at and for the year ended: (€ million) 31.12.2012 31.12.2012 new superseded policy policy 31.12.2011 31.12.2011 new superseded policy policy Company statement of financial position Investments in group companies 4,365.5 4,355.6 4,147.7 4,140.5 Shareholders’ equity 4,759.1 4,750.2 4,406.2 4,399.0 197.7 196.0 0.0 0.0 208.1 206.4 0.0 0.0 Result of the period Company income statement Result from investments in Group companies after tax Since it was impracticable to determine the period specific effect of changes prior to 31 December 2011, the effect of the new accounting policy for the periods prior to 2012 is not disclosed. 152 GENERALI PPF HOLDING ANNUAL REPORT 2012 FINANCIAL SECTION D.NOTES TO THE COMPANY STATEMENT OF FINANCIAL POSITION D.1 FINANCIAL FIXED ASSETS Investments in Group companies comprise the following: (€ million) 31.12.2012 31.12.2011 Investments in group companies 4,365.5 4,147.7 Total investments in subsidiaries and associates 4,365.5 4,147.7 Identification of group companies, their country of residence and proportion of ownership interest is provided in Note C.1 of the consolidated financial statements. Changes in Group companies comprise the following: (€ million) Carrying amount as at 1 January Additional investments in group companies 31.12.2012 31.12.2011 4,147.7 4,237.2 101.9 0.0 (366.2) (133.2) Other movements in group companies’ equity 274.0 (288.2) Result of group companies Dividend distribution 208.1 324.7 Effect of changes in subsidiaries’ accounting policies 0.0 7.2 Carrying amount as at 31 December current year 4,365.5 4,147.7 The amount of €101.9 million in line Additional investments in group companies in 2012 refers to acquisition of 66% interest in S.C. Generali Romania Asigurare Reasigurare S.A. from Generali Holding Vienna A.G. (€88.6 million) and capital increases in Generali Bulgaria Holding (€1.8 milion), Generali Zavarovalnica (€1.5 million) and S.C. Generali Romania Asigurare Reasigurare S.A. (€10.0 million). Other movements in group companies equity primarily comprise changes in the revaluation reserve arising from changes in the fair value of available-for-sale financial instruments held by the Group companies and changes in the currency translation reserve arising from differences between functional currencies and the presentation currency. The statement of investments in Group companies is presented in the consolidated financial statements (see Note C.1 in the consolidated financial statements). D.2 CURRENT ASSETS D.2.1Receivables Receivables comprise the following: (€ million) Receivables from clients and suppliers 31.12.2012 31.12.2011 1.2 27.1 Accrued income and prepayments 2.0 1.6 Total 3.2 28.7 All receivables are due within one year. 153 GENERALI PPF HOLDING ANNUAL REPORT 2012 FINANCIAL SECTION D.2.2Loans In 2012, the Company provided a €3.5 million loan to CZI Holdings N.V. The loan was repaid on 15 February 2013. In 2011, the Company provided a €5.0 million loan to Generali Slovensko poisťovňa, a. s. The loan was repaid on 9 February 2012. The Company also provided a subordinated loan to Generali Romania amounting to €10.0 million which was capitalized on 6 November 2012. Changes in company loans provided were as follows: (€ million) 2012 Balance as at 1 January 15.5 160.4 Redemptions (4.7) (159.6) (10.0) 0.0 New loans 3.5 14.7 Balance as at 31 December 4.3 15.5 (€ million) 2012 2011 Quoted securities 199.7 91.4 149.2 82.3 50.5 4.0 Reclassifications 2011 All the loans presented above are due within one year. D.2.3Securities Securities as at 31 December comprise: Government bonds Corporate bonds 0.0 5.1 Unquoted securities Investment fund units 1.3 1.2 Unquoted equities 1.3 1.2 201.0 92.6 2012 2011 Total Changes in company securities were as follows: (€ million) Carrying amount as at 1 January Investments Revaluation in equity 92.6 35.6 449.4 180.9 4.3 (0.1) (0.3) 0.1 3.7 (0.2) (348.7) (123.7) 201.0 92.6 (€ million) 2012 2011 Balance as at 1 January 14.1 40.5 Increase/(decrease) in cash at bank and in hand 151.8 (26.4) Balance as at 31 December 165.9 14.1 Revaluation in income statement Exchange differences Sold Carrying amount as at 31 December current year D.2.4. Cash and cash equivalents Cash and cash equivalents are as follows: No restrictions are applicable to cash balances. 154 GENERALI PPF HOLDING D.2.5 ANNUAL REPORT 2012 FINANCIAL SECTION Term deposits with credit institutions The term deposits with credit institutions are as follows: (€ million) 2012 2011 Balance as at 1 January 112.6 115.4 Decrease in term deposits with credit institutions (89.9) (2.8) 22.7 112.6 Balance as at 31 December D.3 SHAREHOLDERS’ EQUITY The following table shows the roll-forward of shareholders’ equity: (€ million) Balance as at 31 December 2010 Paid-up and called capital 0.1 Share premium Revaluation reserve reserves 4,078.0 95.5 Currency translation reserve Cash-flow hedge reserve Retained earnings Result of the period Total 131.7 0.7 (105.2) 246.1 4,446.9 246.1 (246.1) 140.9 0.0 Transfer of net gain 2010 0.1 4,078.0 95.5 131.7 0.7 Revaluation – financial assets AFS 0.0 Currency translation differences (4.1) Other movements in subsidiaries equity Other comprehensive income 0.0 (4.1) (38.5) (167.5) (84.0) (1.9) 3.7 (38.5) (167.5) (88.1) (1.9) 3.7 Net gain 2011 Total comprehensive income for the period 0.0 (38.5) (167.5) (88.1) (1.9) Dividends to shareholders Balance as at 31 December 2011 previously reported 0.1 4,039.5 (72.0) 43.6 (1.2) 0.1 4,039.5 (72.0) 43.6 (1.2) 0.1 4,039.5 (72.0) 43.6 (1.2) Revaluation – financial assets AFS 314.4 314.4 22.1 74.6 (70.0) 314.4 0.0 81.8 314.4 314.4 (314.4) 396.2 0.0 (29.7) 234.1 74.3 0.4 (5.1) 236.3 76.3 0.4 (5.1) 236.3 76.3 0.4 Dividends to shareholders (5.1) 274.0 0.0 278.2 197.7 197.7 197.7 (123.0) 0.1 4,009.8 164.3 4,406.2 2.0 (29.7) (29.7) 4,406.2 2.2 Net gain 2011 0.0 4,399.0 7.2 2.0 Other movements in subsidiaries’ equity Balance as at 31 December 2012 (292.3) 2.2 Currency translation differences Total comprehensive income for the period 0.0 314.4 7.2 Transfer of net gain 2011 Other comprehensive income 3.7 (288.2) (70.0) Adjustment from change of accounting policy Balance as at 31 December 2011 (restated) 4,446.9 119.9 (0.8) 268.1 475.9 (123.0) 197.7 4,759.1 155 GENERALI PPF HOLDING ANNUAL REPORT 2012 FINANCIAL SECTION The following table provides details on the distribution restrictions of equity: (€ million) Not available for distribution to shareholders Share capital 31.12.2012 31.12.2011 565.1 309.9 0.1 0.1 Share premium reserve – portion not available for distribution 232.1 261.8 Revaluation – financial assets AFS 213.8 5.6 Translation reserve 119.9 43.6 (0.8) (1.2) 4,194.0 4,096.3 3,777.7 3,777.7 (49.5) (77.6) Cash-flow hedge reserve Available for distribution to shareholders Share premium reserve – portion available for distribution Revaluation – financial assets AFS Retained earnings Total shareholders’ equity D.3.1 465.8 396.2 4,759.1 4,406.2 Paid-up and called capital The authorised share capital amounts to €0.5 million and is divided into 500,000 shares at €1.0 par value, of which 100,000 have been issued and fully paid. D.3.2 Revaluation reserve The revaluation reserve includes a positive revaluation reserve from the available-for-sale securities of Group companies for €213.8 million (2011: €5.6 million) which is not available for distribution. D.3.3 Profit distribution Dividends are recognised as a liability provided they are declared before the end of the reporting period. Dividends declared after the end of the reporting period are not recognised as a liability but are disclosed in the notes. On 29 June 2012, the Company declared an interim dividend of €123 million. On 8 January 2013, the Company’s shareholders adopted a decision, whereby the shareholders declared an interim dividend in the total amount of €82.0 million out of retained earnings. On 28 March 2013, following the Framework Agreement between Company’s shareholders, the Company declared an interim dividend in the total amount of €270.0 million, out of which €186.0 million were paid out of retained earnings and €84.0 million out of 2012 profits. As of the date of the issue of the financial statements, no decision has been taken by the Company Board of directors in respect of the appropriation of the remainder of 2012 results. D.4PROVISIONS This item comprises the provision for unpaid holidays totalling €0.2 million (2011: €0.3 million). 156 GENERALI PPF HOLDING ANNUAL REPORT 2012 D.5. CURRENT LIABILITIES D.5.1 Other liabilities FINANCIAL SECTION Other liabilities consist of the following: (€ million) 31.12.2012 31.12.2011 Liabilities for social security and health insurance 0.1 0.1 Liabilities to employees 1.7 0.3 Payables to clients and suppliers 0.5 0.6 Payables related to taxation 0.4 0.1 Accrued charges 0.9 3.9 Total 3.6 5.0 E.NOTES TO THE PROFIT AND LOSS ACCOUNT E.1 OTHER INCOME AND EXPENSES Other income and expenses can be analysed as follows: (€ million) 2012 2011 Interests and other investment income 7.7 3.4 Currency gains 0.0 6.1 Other income 9.6 10.4 Total income 17.3 19.9 Expenses for investments 12.1 13.8 Administration costs 14.7 16.4 Currency losses 0.5 0.0 Other expenses 0.1 0.0 Total expenses 27.4 30.2 Income taxes Other income and expenses 0.3 0.0 (10.4) (10.3) Interest and other investment income consist of: (€ million) 2012 2011 Interests from loans 0.2 0.2 Interests from term deposits 1.1 2.3 Interest income from government bonds 2.0 0.6 Interest income from corporate bonds 2.2 0.3 Other investment income 2.2 0.0 Total Interests and other investment income 7.7 3.4 The line Other income consists of income from Group companies for rendering consultancy services. Expenses for investments represent the costs for the right of first refusal related to equity securities transactions. 157 GENERALI PPF HOLDING E.2 ANNUAL REPORT 2012 FINANCIAL SECTION COMMITMENTS AND CONTINGENT LIABILITIES The Company had no significant contractual commitments or contingent liabilities as at 31 December 2012 other than those already provided for. E.3EMPLOYEES Number of employees 31.12.2012 31.12.2011 Managers 23 22 Employees 64 79 Total 87 101 Employee expenses have been €8.0 million (2011: €8.8 million) and are recognised among Administration costs (Note E.1). Further information about employees is provided in Note F.27 of the consolidated financial statements. All employees of the Group work outside the Netherlands. E.4 COMPANY DIRECTORS Further information about the remuneration of Company directors is provided in Note F.30.2 of the consolidated financial statements. E.5 TRANSACTIONS WITH RELATED PARTIES All investments in Group companies and other investments disclosed in the consolidated financial statements qualify as related parties. Information on related party transactions is provided in Note F.30 of the consolidated financial statements. E.6 AUDIT FEES Audit fees related to the audit of financial statements for 2012 amounted to €2.9 million, net of VAT (2011: €3.0 million) and are due to the Ernst & Young network of firms. No other services have been provided by the audit firm. 25 April 2013 Signed on behalf of the Board of Directors: Luciano Cirinà (Chief Executive Officer) Jaroslav Mlynář (Chief Financial Officer) Board of Directors of Generali PPF Holding has granted power of attorney to Jaroslav Mlynář for signing the annual report. The annual report has therefore not been signed by the other Board of Directors members. 158 GENERALI PPF HOLDING ANNUAL REPORT 2012 FINANCIAL SELECTION IV. Other Information A.PROFIT APPROPRIATION Provisions in the Articles of Association governing the appropriation of profit (Article 22): • Distributions can only take place up to the amount of that part of the company’s net assets which exceeds the aggregate of the issued capital and reserves which must be maintained by virtue of the law. • Distribution of profits shall take place upon adoption of the Annual Accounts from which it appears that such distribution is allowed. Interim dividends of €82.0 million (out of retained earnings) and €270.0 million (€186.0 million out of retained earnings and €84.0 million out of 2012 profits) were declared on 8 January and 28 March 2013, respectively. No decision about appropriation of the 2012 results in excess of the interim dividends has been proposed by the Company’s Board of Directors to the General Meeting of shareholders as of the date of the issue of the financial statements. It is expected that it will be proposed to allocate the amount of 2012 result exceeding the interim dividend, already paid, to retained earnings. B.SUBSEQUENT EVENTS Information on subsequent events is provided in Note G of the consolidated financial statements. 159 GENERALI PPF HOLDING ANNUAL REPORT 2012 FINANCIAL SECTION C.AUDITOR’S INDEPENDENT REPORT Independent auditor’s report To: the board of directors of Generali PPF Holding B.V. Report on the financial statements We have audited the accompanying financial statements 2012 of Generali PPF Holding B.V., Amsterdam. The financial statements include the consolidated financial statements and the company financial statements. The consolidated financial statements comprise the consolidated statement of financial position as at 31 December 2012, the consolidated income statement, the consolidated statement of comprehensive income, changes in equity and cash flows for the year then ended and notes, comprising a summary of significant accounting policies and other explanatory information. The company financial statements comprise the company statement of financial position as at 31 December 2012 and the company income statement for the year then ended and the notes, comprising a summary of the accounting policies and other explanatory information. Board of directors’ responsibility The board of directors is responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards as adopted by the European Union and with Part 9 of Book 2 of the Dutch Civil Code, and for the preparation of the board of directors report in accordance with Part 9 of Book 2 of the Dutch Civil Code. Furthermore the board of directors is responsible for such internal control as it determines is necessary to enable the preparation of the financial statements that are free from material misstatement, whether due to fraud or error. Auditor’s responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Dutch law, including the Dutch Standards on Auditing. This requires that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion with respect to the consolidated financial statements In our opinion, the consolidated financial statements give a true and fair view of the financial position of Generali PPF Holding B.V. as at 31 December 2012, and of its result and its cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union and with Part 9 of Book 2 of the Dutch Civil Code. Opinion with respect to the company financial statements In our opinion, the company financial statements give a true and fair view of the financial position of Generali PPF Holding B.V. as at 31 December 2012, and of its result for the year then ended in accordance with Part 9 of Book 2 of the Dutch Civil Code. 160 GENERALI PPF HOLDING ANNUAL REPORT 2012 FINANCIAL SECTION Report on other legal and regulatory requirements Pursuant to the legal requirement under Section 2:393 sub 5 at e and f of the Dutch Civil Code, we have no deficiencies to report as a result of our examination whether the board of directors report, to the extent we can assess, has been prepared in accordance with Part 9 of Book 2 of this Code, and whether the information as required under Section 2:392 sub 1 at b-h has been annexed. Further we report that the board of directors report, to the extent we can assess, is consistent with the financial statements as required by Section 2:391 sub 4 of the Dutch Civil Code. The Hague, 25 April 2013 Ernst & Young Accountants LLP Original signed by J. Niewold 161 GENERALI PPF HOLDING ANNUAL REPORT 2012 FINANCIAL SECTION Consulting, design and production: © B.I.G. Prague, 2012 Graphic design: Jan Jiskra
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