ASSURANCES MUTUELLES DE FRANCE 7, avenue Marcel Proust - 28000 Chartres Chartres Trade & Companies Registry No. 323 562 678 0232.7 - This document is printed on 100% recycled paper assurances mutuelles de france m ANNUAL REPORT 2012 2012 annual report Assurances Mutuelles de France Combined Ordinary and Extraordinary General Meeting, 6 June 2013 CONTENTS Board of Directors 2 Board of Directors’ Management Report 4 Statutory Auditors’ General Report 15 Resolutions 17 Balance Sheet as at 31 December 2012 20 Income Statement for the year ended 31 December 2012 22 Notes to the financial statements 23 Annual Report 2012 02 Board of Directors as at 31 December 2012 Thierry Derez, Chairman Alex Capelle, Director and Vice-Chairman GENERAL MANAGEMENT M. Jean Fleury, Chief Executive Officer Jean-Louis Wagner, Director and Vice-Chairman STATUTORY AUDITORS Xavier Dejaiffe, Director Titulaires Christian Delahaigue, Director ERNST & YOUNG et Autres represented by Olivier DRION Alexis Lehmann, Director PricewaterhouseCoopers Audit represented by Gérard COURRÈGES and Michel LAFORCE Jean-Marie Meckler, Director Marie-Hélène Roncoroni, Director Jean Soubielle, Director Valérie Denni, Director elected by employees Serge Dussaussois, Director elected by employees Diane HAMEN, Alternate director elected by employees Ginette SAVOLDI, Alternate director elected by employees Louis Fraisse, Non-voting board member Rémy Vergès, General Agents’ representative ALTERNATES Éric Dupont PICARLE & Associés represented by Pierre PLANCHON AUDIT COMMITTEE Christian DELAHAIGUE, Chairman Jean-Marie MECKLER Jean-Louis WAGNER Board of Directors 03 MANAGEMENT OF THE AM-GMF GROUP as at 31 December 2012 Thierry Derez, Chairman and Chief Executive Officer Hervé Jubeau, Assistance Protection Juridique Catherine Armand, AIS GMF Sylvie Kordeusz, TElEassurances Ghislaine Bailly, Covéa Finance Sylvie Lagourgue, Marketing and Communication, member of the Executive Committee Didier Bazzocchi, Managing Director Health and Life Insurance, member of the Executive Committee Sophie Beuvaden, Managing Director Finance member of the Executive Committee Valérie Cohen, Technical Manuel de Dieuleveult, Human Resources member of the Executive Committee Jean-Jacques Derosiaux, Information Technology Serge Dussaussois, Inward reinsurance Bruno Fabre, Collections, Logistics, Production, Purchasing Jean Fleury, Managing Director General Secretariat, member of the Executive Committee Patrice Forget, Managing Director GMF Group, member of the Executive Committee Michel Gougnard, Managing Director AIS, member of the Executive Committee Philippe Haon, Taxation François Josse, Assistance Olivier Le Borgne, Financial strategy Loic Lecallo, Property management Didier Ledeur, Life and financial offering Bertrand Lefebvre, General control and Risk management Marie-Aline Moure, Partnerships Maud Petit, Combination of the Covéa group’s financial statements Claude Pletinckx, Asset management Richard Rey, Outward reinsurance Dominique Salvy, International Claude Stoki, Accounting Françoise Stoki, Administration Laurent Tollié, Managing Director Insurance, member of the Executive Committee Nicolas Villain, Commercial network Annual Report 2012 04 Board of Directors’ Management Report Combined Ordinary and Extraordinary General Meeting, 6 June 2013 Dear Members, The Board of Directors is pleased to present to you the activity of ASSURANCES MUTUELLES DE FRANCE and to submit the financial statements for the year 2012 for your approval. 2012 Solid resilience in a difficult market From an economic and financial point of view, 2012 followed in the wake of 2011: a difficult year, particularly economically, with zero growth and a marked surge in unemployment. Although signs of easing emerged at the year-end on the financial markets, the general environment remained one of considerable uncertainty and instability. Despite this unfavourable context, the dynamism of GMF’s sales networks fuelled significant growth in the number of policies distributed by LA SAUVEGARDE, for which our mutual company underwrites the assistance cover. As regards the inward reinsurance business, prices remained steady owing to the absence of major disasters in the geographical areas covered by our mutual company’s underwriting activity. At the same time, the gradual transition of cedants’ protection programmes from proportional to non-proportional reinsurance is automatically leading to a decrease in premiums volume. At the end of 2012 the Covéa group passed a new milestone in its development with the creation of Covéa Coopérations. This new entity has made it possible to optimise and streamline the group’s legal and financial structure. This will give Covéa the means to cement its long-term future, increase its scope for deploying resources and ready itself for upcoming regulatory changes. 1. Company activity 2. Highlights of the year Our Company’s activity covers the following areas: • Assistance cover to complement insurance policies subscribed with LA SAUVEGARDE; • Inward reinsurance treaties. Extraordinary dividends; legal and financial reorganisation The Covéa group created Covéa Coopérations to optimise and streamline its legal and financial structure. Covéa Coopérations will give the Covéa SGAM (Société de Groupe d’Assurances Mutuelles) a simpler legal structure that will enable it to increase the group’s scope for deploying resources while strengthening its financial capacity and limiting the impact of new regulatory constraints. The purpose of this reorganisation is to combine the group’s holdings into a single structure. It has resulted in Covéa Coopérations, an intermediate entity between the MAAF, MMA and AM-GMF parent mutual companies and the operational companies that carry the group’s activities, becoming the sole owner of the operational companies. The following transactions were carried out to achieve the Covéa group’s target legal structure: •C ontribution by the Covéa group members of their shares in the operational companies to MMA Coopérations, in exchange for MMA Coopérations shares; Board of Directors’ Management Report 05 •M erger of AZUR-GMF Mutuelles d’Assurances Associées (acquired company) with MMA Coopérations (acquiring company) to form the company “Covéa Coopérations”. These restructuring operations were carried out in accordance with the provisions of CRC regulation 2004-01 of 4 May 2004 relating to the accounting treatment of mergers and equivalent transactions, i.e.: •b ased on the net book value when the contributed shares resulted in the transfer of direct or indirect control from a company to MMA Coopérations; or •b ased on the market value in all other cases. Following the transactions carried out during the past financial year the various holdings by division are as follows: - AM-GMF: 33.98% ; - MAAF: 33.96% ; - MMA: 32.06%. The transactions that some MMA entities will carry out during the next financial year will result in equal ownership by 31 December 2013, with each division owning one-third. •F urther to a decision made at its Combined Ordinary and Extraordinary General Meeting of 28 September 2012, AZUR-GMF Mutuelles d’Assurances Associées distributed an extraordinary dividend of €118,882 thousand, or €9.5 per share. The share of this dividend due to ASSURANCES MUTUELLES DE FRANCE, which came to €57,234 thousand, was paid on 16 November 2012 and booked as financial income. • I n accordance with the decision made at the General Meeting of ASSURANCES MUTUELLES DE FRANCE on 10 December 2012 and that of MMA Coopérations on 28 December 2012 approving the share contribution agreement of 19 November 2012, ASSURANCES MUTUELLES DE FRANCE transferred 6,024,583 AZURGMF Mutuelles d’Assurances Associées shares for a value of €196,121 thousand and 915,201 GMF VIE shares for a value of €76,974 thousand, representing an overall book value of €273,095 thousand, to MMA Coopérations. To remunerate this contribution 12,049,297 MMA Coopérations shares with a par value of €16 were created. The shareholders approved the merger project at the Extraordinary General Meetings of AZUR-GMF Mutuelles d’Assurances Associées and MMA Coopérations on 28 December 2012. As a result of these transactions, MMA Coopérations became Covéa Coopérations and ASSURANCES MUTUELLES DE FRANCE owns 14.71% of this new company. •A €50 million loan was granted to MMA Coopérations on 17 December 2012 for a 24-month term bearing interest at a rate of 12-month Euribor plus 50 basis points. Sovereign debt Following implementation of the Greek bailout plan in accordance with the Eurogroup agreement of 21 February 2012, on 8 March 2012 ASSURANCES MUTUELLES DE FRANCE took part in the bond swap, with a value date of 12 March based on the date of the bank’s transaction statements, before selling all of its Greek bonds in May and June. The impact of the resulting €5,770 thousand capital loss was reduced by the reversal of the €5,005 thousand provision booked in 2011 as well as €287 thousand from the capitalisation reserve. The negative impact on profit after capitalisation reserve tax and income tax was limited to €278 thousand. The capitalisation reserve reversal did not fully offset the loss remaining following the provision reversal because certain of the Greek securities held bore floating rates, making them ineligible for the capitalisation reserve (Article R. 333-1 of the French Insurance Code). Annual Report 2012 06 In 2012, ASSURANCES MUTUELLES DE FRANCE sold its Spanish bond holdings. Details of the sovereign exposure are provided in the notes to the financial statements. Holdings, acquisitions and disposals • AME Life Lux On 2 April 2012, ASSURANCES MUTUELLES DE FRANCE acquired 63,998 AME Life Lux shares from AME SA for €13,800 thousand, representing 80% of this subsidiary’s share capital. • Welcare On 21 December 2012, ASSURANCES MUTUELLES DE FRANCE sold its WELCARE holding to a company outside the group for €905 thousand, resulting in a capital gain of €134 thousand. • La Sauvegarde O n 19 December 2012, ASSURANCES MUTUELLES DE FRANCE sold its shares in LA SAUVEGARDE to MMA Coopérations for €110,816 thousand with no resulting capital gain or loss, related reserves having been set aside in 2011 in the amount of €9,320 thousand and in 2012 in the amount of €6,804 thousand. • Bipieme Vita Spa I n accordance with the decision taken at Bipiemme Vita SpA’s General Meeting of 15 February 2012, ASSURANCES MUTUELLES DE FRANCE subscribed to a two-part capital increase in this subsidiary: 1.in February, when it bought 1,179,360 shares for €5,897 thousand, and 2.in April, when it bought 486,000 shares for €2,430 thousand. Further to the commitments received by ASSURANCES MUTUELLES DE FRANCE in 2011, in April Banque Populaire de Milan made a markdown of €2,417 thousand, following that of €5,897 thousand booked in 2011. his holding was sold to MMA Coopérations on 19 December 2012 for €83,287 thousand, resulting in a capital T gain on disposal of €2,274 thousand. • La Cité Européenne Assurances Mutuelles de France now wholly owns LA CITÉ EUROPÉENNE following its acquisition in 2012 of non-controlling interests amounting to a book value of €19,757 thousand. In accordance with the merger agreement of 15 November 2012, ASSURANCES MUTUELLES DE FRANCE absorbed LA CITÉ EUROPÉENNE which, in exchange for its partial asset contribution to GMF VIE, was remunerated by 240,877 GMF VIE shares in the amount of €20,037 thousand. Following these transactions, ASSURANCES MUTUELLES DE FRANCE now owns 240,877 GMF VIE shares. The merger premium arising from these transactions is recognised in equity in the merger premium account, in the amount of €280 thousand. • Fincorp G iven this company’s valuation it was the subject of a provision reversal at the end of the financial year in the amount of €3,219 thousand. Tax inspection On 8 October the group received a tax collection notice concerning an adjustment relating to the 2008 and 2009 insurance agreements, and paid the tax authority €12,592 thousand. MMA, having covered this risk, paid out the required amount on 19 October 2012. Board of Directors’ Management Report 07 Capitalisation reserve Article 17 of the 2013 French Budget Act (Loi des Finances) provides for an additional “exit tax” on amounts recognised in reserves, alongside the 10% tax provided for by Article 23 of the 2011 French Budget Act. This additional tax of 7% is levied on the same base as the previous exit tax, this being the amount of the capitalisation reserve on 1 January 2010 or, if lower than this amount, the amount of the capitalisation reserve at the beginning of the 2012 financial year. The cumulative amount of extraordinary tax paid and additional tax may not exceed 5% of equity at the beginning of the financial year. Given the Budget Act’s publication date, this contribution is recognised as a tax liability on the 2012 balance sheet. It has been deducted from the balance carried forward in the amount of €2,080 thousand. Tax risk reserve A tax risk reserve in the amount of €10,724 thousand relating to ASSURANCES MUTUELLES DE FRANCE’s 28% holding in a Luxembourg subsidiary was recognised in exceptional result. Financial statements for 2012 Premium income Total premium income, corresponding to direct earned premiums and inward reinsurance premiums, net of cancellations, amounted to €136.74 million, compared with €140.18 million in the previous year (-2.45%). The breakdown is as follows: 2012 2011 e millions Change 2011/2012 in % Direct business (Assistance) Inward reinsurance 7.20 129.54 6.28 133.90 +14.73 -3.26 Total 136.74 140.18 -2.45 Income from investments Net income from investments came to €99.30 million compared with €21.79 million in 2011. It includes an extraordinary dividend of €57.23 million paid by AZUR-GMF Mutuelles d’Assurances Associées and a €6.63 million increase in the regular dividend of AZUR-GMF Mutuelles d’Assurances Associées. The capitalisation reserve remained stable, amounting to €32.64 million at 31 December 2012. Holdings of over 5% acquired in 2012 The Company took a 14.71% stake in the capital of Covéa Coopérations following the contributions of shares from AZUR-GMF Mutuelles d’Assurances Associées and GMF VIE. The Company took an 80% stake in the capital of AME Life Lux. Holdings of over 5% disposed of in 2012 The Company disposed of a 49.77% stake in the capital of LA SAUVEGARDE. The Company disposed of a 32.91% stake in the capital of Bipiemme Vita SpA. The Company disposed of a 10.28% stake in the capital of WELCARE. Annual Report 2012 08 Loss expenses Total loss expenses (claims paid for direct business and inward business net of collected recoveries, internal claim administration expenses, change in technical reserves net of estimated recoveries) gross of reinsurance amounted to €90.04 million in 2012 compared with €94.30 million the previous year. 2012 2011 e millions Change 2011/2012 in % Direct business (Assistance) Inward reinsurance 3.583 86.458 3.235 91.065 10.75 -5.06 Total 90.041 94.300 -4.52 General expenses General expenses corresponding to management costs, costs of acquisition and administration of insurance policies and reinsurance treaties net of commissions to be received, internal investment expenses, technical income/expenses and acquisition costs carried forward, came to €48.11 million (excluding litigation), or 35.19% of total earned premiums. Cessions and retrocessions The result of cessions and retrocessions represented a charge of €11.2 million. Technical result The technical result was a profit of €10.5 million. Result The 2012 result was a profit of €75.6 million. Balance Sheet Asset management: a) Portfolio performances: Our bond portfolio posted a performance of +3.82% compared with its benchmark’s +8.62%. b) Investments: Realisable value e millions 2012 2011 ChangeProportion Bonds Equities Real estate Loans/Deposits Money market UCITS 250.01 2,260.93 175.82 160.51 225.05 231.35 2,616.57 169.62 82.04 25.76 8.07% -13.59% 3.66% 95.66% NS 8.14% 73.59% 5.72% 5.22% 7.33% Total 3,072.32 3,125.33 -1.70% 100% Board of Directors’ Management Report 09 At year-end 2012 we had no direct or indirect exposure to: • s ub-prime loans; • s ecuritisation SPVs used to refinance sub-prime real estate loans in the first or second degree; • UCITS specialising in the credit market or otherwise having acquired shares or units in securitisation SPVs with sub-prime underlying assets; or • a ny assets of a company or fund that had suspended payments (Lehman Brothers, Madoff funds). • t he credit risk on the private-sector bonds in the portfolio is well identified and corresponds to the direct risk on the issuer. Regulatory ratios As at 31 December 2012, the solvency margin was covered 34.72 times, excluding unrealised capital gains. With a surplus amounting to €305 million, performance of our technical commitments is assured. Associate mutual company La Garantie Mutuelle des Fonctionnaires Since the establishment of GMF ASSURANCES in 1995, LA GARANTIE MUTUELLE DES FONCTIONNAIRES has concentrated its activity on underwriting of assistance policies on behalf of its members. And “assistance” indeed defines the spirit in which it intends to work for the security and peace of mind of all who place their trust in it. Written premiums amounted to €108.50 million, up by 6.9% on 2011. The result for the year was a surplus of €217.95 million. This exceptional result arises from the extraordinary dividend paid by AZUR-GMF Mutuelles d’Assurances Associées and GMF ASSURANCES in the amount of €171.40 million. Other French companies GMF Assurances GMF ASSURANCES, the GMF brand’s flagship company, deals with property and casualty insurance for GMF members. GMF ASSURANCES posted a surplus of €115.51 million. Written premiums came to €1,450.10 million, up by 3.85% on the previous year. The number of members increased by 2%. Overhead expenses amounted to €415.21 million, up by 7.42%. Net income from investments amounted to €134.38 million, compared with €98.66 million in 2011. The amount of unrealised capital gains stood at €1,035 million as against €808 million in 2011. La Sauvegarde LA SAUVEGARDE is involved in property and casualty and assistance insurance for associations and non-civil servant individuals. Annual Report 2012 10 In 2012 it posted a 6.68% increase in earned premiums. Its net result was a profit of €48.2 million, arising from the capital gain on the sale to MMA IARD Assurances Mutuelles, MAAF SANTÉ and CATALOGNE Participations of its stake in AZUR-GMF Mutuelles d’Assurances Associées for €46.7 million. Covéa Coopérations Covéa Coopérations is 33.96% owned by the MAAF mutual companies, 33.98% by AM-GMF and 32.06% by MMA. This holding company directly and indirectly holds the operational companies of the three brands MAAF, AMGMF and MMA. Its result in 2012 was a surplus of €189.4 million. This was made up mainly of the dividends paid out on its holdings. FIDÉLIA Assistance FIDÉLIA ASSISTANCE’s business is brought in by the AM-GMF, MAAF and MMA groups, partners and external clients. Insurance and inward reinsurance written premiums grew by 7% to €400.2 million. The gross charge for claims increased by 6% to €243.57 million. The company posted a profit for the year of €9.29 million. Assistance Protection Juridique The total gross premium income of ASSISTANCE PROTECTION JURIDIQUE grew by 4.5% to €115.8 million. It consists exclusively of direct business. With new business holding up well in 2012, 93,361 new policies being written, 1.4% more than in the previous year, the portfolio of individual policies distributed by the GMF network reached 1,010,217 policies at 31 December. ASSISTANCE PROTECTION JURIDIQUE’s net profit of €17.1 million bears witness to its excellent financial health. GMF Vie GMF VIE generated a premium income of €1,298.4 million in 2012, down by 8% from 2011 in line with the 8% decline in the French life insurance market. The total number of insureds rose by 2.9% to 786,780. They hold 876,129 policies. The reserve for profit sharing represented 1.7% of managed savings as at 31 December 2012. The technical reserves for the policies amounted to €16,676 million at year-end, up by 4.7% on 2011. Net profit, at €60.9 million, was up by 47.2% compared with the previous year. Companies operating outside France Luxembourg AME Life Lux Total premium income for the year was €38.16 million. The 2012 result was a profit of €1.56 million. Board of Directors’ Management Report 11 Covéa Lux Premium income net of cessions was €87.33 million and the result zero. Information on supplier payment terms Pursuant to the French Economy Modernisation Act (Loi sur la Modernisation de l’Economie - LME), we would point out that supplier and intra-group outstandings at year-end amounted to €1,649,230, which breaks down as follows: Less than 30 days From 30 to 60 days More than 60 days 2011 2012 e1,667,388 e8,610 e80,290 e1,571,655 e0 e77,575 These outstandings consist of holdbacks on payments relating to suppliers. Proposed result allocation We propose to appropriate the profit for 2012 in the amount of €75,658,602.79 to the contingency reserve for €23,578,438.79 and to retained earnings for €52,080,164. After result allocation, the contingency reserve will amount to €457,825,342.77 and retained earnings to €350,000,000. Compensation and reimbursement of expenses paid to Directors, Non-voting Board Members and Delegates for 2012 Compensation for time spent and reimbursement of travelling and accommodation expenses paid to Directors and Non-voting Board Members, and reimbursement of travelling and accommodation expenses paid to Delegates to General Meetings, amounted to €83,462.02. We ask you to ratify the abovementioned amount paid by the Company. Compensation and reimbursement of expenses paid to Directors, Non-voting Board Members and Delegates for 2013 The Board of Directors proposes to allocate compensation to Directors and Non-voting Board Members for time spent and to reimburse their travelling and accommodation expenses, as well as to reimburse travelling and accommodation expenses incurred by Delegates to General Meetings in performing their duties. We ask the General Meeting: • t o approve the establishment of compensation allocated to the Directors and Non-voting Board Members for time spent in performing their duties in 2013 at an overall amount of €80,000.00; • t o ratify the principle of reimbursing travelling and accommodation expenses incurred by Directors, Nonvoting Board Members and Delegates in performing their duties, at actual cost incurred subject to documentary evidence. Annual Report 2012 12 Renewal of terms of office Renewal of a Non-voting Board Member’s term of office Given that Louis Fraisse’s term of office as Non-voting Board Member expires at the end of this General Meeting, we recommend that you renew it for a term of six years, i.e. until the end of the General Meeting of 2019 called to ratify the financial statements for the 2018 financial year. Directors The Board of Directors recommends increasing its membership by creating two additional directorships, and forwards as applicants Christian Baudon and Jean Fleury. Proposed affiliation of the SMI interprofessional mutual company to the Covéa SGAM (Group of Insurance Mutuals) Personal and health insurance are important growth areas for the Covéa group brands. Health insurance is undergoing far-reaching changes, involving a shift in the boundaries between individual health insurance and collective insurance. This phenomenon is set to spread following the signing of the National Interprofessional Agreement on 11 January 2013. In this context, we need to strengthen our positioning on the market as a whole to limit dependency on the transferral of individual insurance into collective policies. With this is in mind, the group has chosen to seek alliances with other players within the framework of an industrial development project in order to: - increase its influence in the discussion and decision-making processes, - access a broad range of solutions reflecting the diverse demands of companies and insureds, - provide support throughout insureds’ professional careers by combining collective and individual policies, - implement synergies between the various players in response to current market conditions. Apgis’ affiliation to Covéa in 2011 and the implementation of an industrial partnership with MAAF represented a significant milestone on the path to achieving these objectives. The affiliation of the SMI mutual company to the Covéa group is intended to consolidate this approach. SMI is an interprofessional mutual company bound by the French Mutual Insurance Code (Code de la mutualité) and dedicated to the collective market. Established in 1926, it has developed expertise in collective health insurance, an activity accounting for more than 85% of its portfolio. SMI employs 162 people. Its solvency margin at end-2011 was 600%. In 2011, its pre-tax premium income amounted to €186 million and it posted a net profit of €3 million. Its core target is companies with more than 50 employees. It insures 9,000 companies and 763,000 beneficiaries. SMI maintains close relations with brokers and has successfully developed expertise in the marketing and management of tailored and complex policies. Forging an alliance with Covéa is in line with SMI’s strategic priorities of: - accessing new growth drivers within the framework of a stable and durable partnership, - fostering client loyalty and better exploiting its portfolio’s potential, - increasing its approval rating for key accounts and sector business, Board of Directors’ Management Report 13 - extending its offer to the other social protection segments, - developing value added services and adopting innovative approaches to clients, - optimally combining growth, profitability and solvency, - maintaining its responsiveness and flexibility, - maintaining entrepreneurial momentum, - anticipating and adjusting to the transformation of the current social protection model. By becoming a fully integrated member of the Covéa group, SMI would offer: - a strengthening of Covéa’s positioning on the collective health insurance market, - a distinctive competency – in particular that of Apgis – in relations with an agent and broker network – specifically brokers, - know-how in relations with medium-sized company clients. An industrial project with MMA, the group’s brand operating through agent and broker networks and developing an insurance activity for small and medium-sized enterprises (SME), would be implemented in accordance with the commercial agreements currently in force. The affiliation to the Covéa group would therefore offer SMI: - access to the MMA agents network, - access to the partner broker networks of Covéa Risks and Covéa Fleet for property and casualty insurance, - the advantage of the size and reputation of the Covéa group in corporate and sector tender offers, - the possibility of accessing services on the terms granted to Covéa: Santéclair, Fidélia Assistance, Covéa Finance, - access to Covéa’s shared functions, - the possibility of developing operational synergies with the group’s other companies. SMI and Apgis have complementary strengths enabling them to play distinct roles within the Covéa group, to develop operational synergies together and ultimately to offer clients comprehensive joint solutions. The advantages for all the stakeholders are: - greater representation in corporate tender offers and sector agreements, - each one’s ability to respond to distinct client needs in collective health and personal insurance, - a positive impact on insureds’ loyalty thanks to the comprehensive coverage of the stakeholders’ portfolios, - a solution to the sector’s economic constraints thanks to the pooling of resources. SMI’s affiliation to Covéa would take place via the MMA group and would result in an operational collaboration with MMA on the corporate market. SMI would sign an affiliation agreement similar to those of Covéa’s other affiliates. SMI would be included in the financial solidarity system in place at the level of the SGAM (Group of Insurance Mutuals). SMI would be included in Covéa’s combined financial statements. This affiliation plan is being presented to the general meetings of each company affiliated to the SGAM (Group of Insurance Mutuals) and to those of SMI and Covéa. Annual Report 2012 14 Lastly, it is subject to the approval of both the French Bank and Insurance Authority (Autorité de Contrôle Prudentiel)) and the French anti-trust authority (Autorité de la Concurrence). Amendment to the Articles of Association The Board of Directors recommends transferring the Company’s registered office from 7 avenue Marcel Proust, in Chartres (28000), to 11 Place des Cinq Martyrs du Lycée Buffon in the 14th arrondissement of Paris, and to amend the Articles of Association accordingly. It also proposes amending the Articles of Association to allow the appointment of one or more Managing Directors. The role of the Managing Director is to assist the Chief Executive Officer within a scope of activity determined and circumscribed by the Board of Directors. Events after the reporting period In January 2013, ASSURANCES MUTUELLES DE FRANCE sold its entire holdings in Fincorp, AME Life Lux and GMF VIE to Covéa Coopérations. This will result in a net capital gain of €2.9 million. Outlook for 2013 Generally speaking, 2012 was a difficult year, with continuing economic and financial uncertainty, slack growth and rising unemployment, etc. Although signs of improvement emerged at the end of last year in financial terms, with an easing pressure on peripheral debt, 2013 will be another year of weak growth; indeed, there is already evidence of the heavy toll that the recent crisis has imposed on the economy: 2012 per capita GDP is below the level it stood at in 2007, a situation that has not arisen since 1945. On 1 April, the assistance cover prices will increase by the same proportion as the other cover prices, namely 2.4% for auto assistance and 3.9% for home assistance. In terms of 2013 contract renewals, the A- (excellent) rating that AM Best awarded in February 2012 has enabled us to directly accept the vast majority of business offers from our cedants. The Board of Directors thanks all parties who have contributed to the results of ASSURANCES MUTUELLES DE FRANCE. Statutory Auditors’ General Report Statutory Auditors’ General Report 15 Year ended 31 December 2012 To the Members, Pursuant to our appointment by your General Meetings, we hereby submit our report relating to the year ended 31 December 2012, on: •the audit of the annual financial statements of ASSURANCES MUTUELLES DE FRANCE, as appended to this report; •the basis for our assessments; •the specific verifications and information required by law. The annual financial statements have been approved by the Board of Directors. Our role is to express an opinion on these financial statements based on our audit. I. Opinion on the annual financial statements We conducted our audit in accordance with French professional standards. Those standards require that we plan and perform our audit to obtain reasonable assurance as to whether the annual financial statements are free from material misstatement. An audit includes examining, on a test basis or using other methods of selection, evidence supporting the amounts and disclosures in the annual financial statements. An audit also includes assessing the accounting principles used and significant estimates made in the preparation of the financial statements, as well as evaluating the overall presentation of the financial statements. We believe that the information we have gathered is sufficient and appropriate to provide a basis for our opinion. We certify that the annual financial statements give a true and fair view of the assets and liabilities and of the financial position of the Company at 31 December 2012, and of the results of its operations for the year then ended, in accordance with French accounting principles and rules. II. Basis for our assessments Selecting the economic assumptions on which to base the signing off of insurance companies’ accounts remains particularly complex given the persistently difficult economic and financial environment. In particular, future interest rate trends could diverge significantly from those underlying such assumptions, producing different direct and indirect effects. In this context, we have performed our own assessments, which we hereby disclose in accordance with the provisions of Article L.823-9 of the French Commercial Code (Code de commerce). Accounting estimates: •A s indicated in Note 3.3.1 to the financial statements, the technical items specific to the insurance business, which reflect commitments towards insureds, come from actuarial estimates or calculations. The methods used to estimate these items are set forth in the notes to the financial statements. •W e satisfied ourselves as to the reasonableness of the assumptions used in the calculation models used, particularly with regard to the experience of your Company, its regulatory and economic environment and the overall consistency of these assumptions. •N ote 3.3.3 to the financial statements describes the principles and updating methods applied to valuing investment property, equity holdings and other investments, as well as the methods used to determine provisions for permanent impairments and for counterparty risk arising during the financial year. Annual Report 2012 16 e assessed the methods used to value these assets, as described in the notes to the financial statements. We W examined the application of these methods and the consistency of the assumptions used by your Company to determine any impairments. We did not detect anything that might call into question the valuations carried out by your Company. These assessments were made in the context of our audit of the annual financial statements taken as a whole, and as such were taken into account in forming the opinion expressed in the first part of this report. III. Specific verifications and information As provided for by law, and in accordance with French professional standards, we also carried out specific verifications. We have no matters to report as to the fair presentation and the consistency with the annual financial statements of the information provided in the Board of Directors’ management report and in other documents sent to members regarding the Company’s financial position and financial statements. Neuilly-sur-Seine and Paris-La Défense, 26 April 2013 Statutory Auditors PricewaterhouseCoopers Audit Michel Laforce - Gérard Courrèges Ernst & Young et Autres Olivier Drion Resolutions 17 Resolutions Combined Ordinary and Extraordinary General Meeting, 6 June 2013 Within the competence of the Ordinary General Meeting FIRST RESOLUTION The General Meeting, having heard the Board of Directors’ report, notes the allocation to the “the retained earnings” account of the amount of €2,080,164.00, representing the amount of exit tax due on the capitalisation reserve. SECOND RESOLUTION The General Meeting, having heard: - t he Board of Directors’ management report on the financial statements for the year ended 31 December 2012 and the Company’s business over the course of the year; - a nd the general report of the Statutory Auditors on the execution of their assignment for said financial year; approves the financial statements as presented, and the transactions shown in the accounts and summaries contained in these reports. Consequently it grants the Directors full discharge without reservation for the execution of their mandate during the financial year ended 31 December 2012. THIRD RESOLUTION The General Meeting ratifies the amounts of compensation and reimbursement of travelling and accommodation expenses paid to the Directors, Non-voting Board Members and Delegates to General Meetings in the amount of €83,462.02 for 2012. FOURTH RESOLUTION The General Meeting resolves: • to establish the amount of compensation to be allocated to the Directors and Non-voting Board Members for time spent in performing their duties in 2013 at an overall amount of €80,000.00; • to adopt the principle of reimbursing, at actual cost incurred and subject to documentary evidence, the travelling and accommodation expenses incurred by the Directors, Non-voting Board Members and Delegates to General Meetings in performing their duties for the year 2013. FIFTH RESOLUTION The General Meeting, having heard the special report of the Statutory Auditors as provided for in section IV -1 of Article R. 322-57 of the French Insurance Code (Code des assurances), approves the terms of said report and all the agreements enumerated therein. SIXTH RESOLUTION The General Meeting, having heard the special report of the Statutory Auditors as provided for in section IV -2 of Article R. 322-57 of the French Insurance Code, approves the terms of said report and the terms and conditions of the agreements enumerated therein. Annual Report 2012 18 SEVENTH RESOLUTION The General Meeting, having noted that the result for the year ended 31 December 2012 is a surplus of €75,658,602.79, resolves to appropriate this amount to the “contingency reserve” account for €23,578,438.79 and to the “retained earnings” account for €52,080,164.00. After result allocation, the contingency reserve will amount to €457,825,342.77 and the retained earnings to €350,000,000.00 euros. EIGHTH RESOLUTION The General Meeting, noting that Louis Fraisse’s term of office as Non-voting Board Member expires at the end of this General Meeting, resolves to renew his term of office for a period of six years, i.e. until the end of the General Meeting of 2019 called to ratify the financial statements for the 2018 financial year. NINTH RESOLUTION Voting on the basis of a proposal by the Board of Directors, the General Meeting resolves to appoint Christian Baudon as Director for a six-year term of office. His term of office will end at the close of the General Meeting of 2019 called to ratify the financial statements for the 2018 financial year. TENTH RESOLUTION Voting on the basis of a proposal by the Board of Directors, the General Meeting resolves to appoint Jean Fleury as Director for a six-year term of office. His term of office will end at the close of the General Meeting of 2019 called to ratify the financial statements for the 2018 financial year. ELEVENTH RESOLUTION The General Meeting, having heard the Board of Directors’ report, notes the plan to affiliate the SMI mutual company to the Covéa Société de Groupe d’Assurance Mutuelle. Within the competence of the Extraordinary General Meeting TWELFTH RESOLUTION The General Meeting resolves, subject to the approval of the French Bank and Insurance Authority (Autorité de Contrôle Prudentiel), to transfer the Company’s registered office from Chartres to Paris and to amend Article 3 of the Articles of Association as follows: Previous wording: TITLE I – INCORPORATION AND PURPOSE OF THE COMPANY Article 3 – Registered Office The Company’s Registered Office shall be situated at 7 avenue Marcel Proust, 28000 Chartres. New wording: TITLE I – INCORPORATION AND PURPOSE OF THE COMPANY Article 3 – Registered Office The Company’s Registered Office shall be situated at 11 Place des Cinq Martyrs du Lycée Buffon in the 14th arrondissement of Paris. Resolutions 19 THIRTEENTH RESOLUTION The General Meeting resolves, subject to the approval of the French Bank and Insurance Authority (Autorité de Contrôle Prudentiel), to add an article 34, “Managing Directors”, under Title III, Section 3 of the Articles of Association, worded as follows: TITLE III – ADMINISTRATION OF THE COMPANY Section 3 - MANAGEMENT Article 34 – Managing Directors The Board of Directors may, on the basis of a proposal by the Chief Executive Officer, appoint one or more individuals, with a limit of five, with the title of Managing Director, who shall be tasked with assisting the Chief Executive Officer. By agreement with the Chief Executive Officer, the Board of Directors shall determine the scope and duration of the powers granted to the Managing Directors. The Managing Directors shall have the same authority with respect to third parties as the Chief Executive Officer. When the Chief Executive Officer’s term of office ends or he is unable to perform his duties, the Managing Directors shall, subject to any decision to the contrary by the Board of Directors, continue to perform their duties and responsibilities until a new Chief Executive Officer is appointed. The numbering of the following articles is reordered: the former Article 34 becomes Article 35 and so on, with the final article being Article 46. FOURTEENTH RESOLUTION The General Meeting resolves, subject to approval by the French Bank and Insurance Authority (Autorité de Contrôle Prudentiel), to add, at the end of Article 46 (the former Article 45) – Validity of the Articles of Association: «and 6 June 2013». Common resolution to the Ordinary and Extraordinary General Meetings FIFTEENH RESOLUTION The General Meeting grants all necessary powers to the bearer of a copy of or an extract from the various documents submitted to this General Meeting and of the minutes of said meeting, to complete all formalities prescribed by law. Annual Report 2012 20 Balance Sheet for the year ended 31 December 2012 Combined Ordinary and Extraordinary General Meeting, 6 June 2013 ASSETS €000s 31 Dec.2012 31 Dec. 2011 1,419,601 111,600 1,323,939 112,109 704,107 552,498 51,396 848,992 309,254 53,585 5-Shareofoutwardreinsurersandretrocessionnairesintechnicalreserves 5a - Reserves for unearned premiums (non-life) 5d - Reserves for non-life claims 5f - Reserves for profit sharing and discounts (non-life) 5g - Equalisation reserve 5i - Other technical reserves (non-life) 3,015 214 2,801 3,967 277 3,690 6-Receivables 6a - Receivables from direct insurance transactions 6aa - Premiums to be written 6ab - Other receivables from direct insurance transactions 6b - Receivables from reinsurance transactions 6c - Other receivables 6ca - Staff 6cb - State, social security organisations and public authorities 6cc - Other accounts receivable 6,453 -180 -180 22,548 -160 -160 5,234 1,398 16 422 961 12,792 9,916 16 2 263 7,637 7-Otherassets 7a - Operating property, plant and equipment 7b - Current accounts and cash 6,459 77 6,382 3,963 77 3,886 10,299 3,067 848 6,384 21,659 2,603 365 18,690 1,445,827 1,376,076 2-Intangibleassets 3-Investments 3a - Land and buildings 3b - Investments in related parties and entities with which the Company has equity links 3c - Other investments 3d - Receivables for cash deposited with cedants 8-Accruals-Assets 8a - Prepaid interest and rent 8b - Deferred acquisition costs 8c - Other accruals Totalassets Balance Sheet 21 lIABIlITIES & EquITy €000s 31 Dec.2012 31 Dec. 2011 1-Equity 1a - Set-up fund 1b - Additional paid-in capital 1c - Revaluation reserve 1d - Other reserves 1e - Retained earnings 1f - Profit for the year 1,094,654 177,609 280 1020,655 177,609 543,187 297,920 75,659 532,851 300,000 10,195 280,594 18,288 274,258 14,821 241,599 238,370 20,706 21,067 19,269 8,341 2,485 3,702 47,350 68,176 3,478 11,289 43,872 56,887 37,136 747 3,341 2,648 37,134 696 15,332 3,726 1,475 945 1,445,827 1,376,076 2-Subordinateddebt 3-Grosstechnicalreserves 3a - Reserves for unearned premiums (non-life) 3b- Reserves for insurance (life) 3d - Reserves for claims (non-life) 3f - Reserves for profit sharing and discounts (non-life) 3g - Equalisation reserve 3i - Other technical reserves (non-life) 5-Provisions 6-Liabilitiesforcashdepositsreceivedfromreinsurers 7-Otherliabilities 7a - Payable in relation to direct insurance transactions 7b - Payable in relation to reinsurance transactions 7d - Owed to credit institutions 7e - Other liabilities 7ea - Negotiable debt securities issued by the Company 7eb - Other borrowings, deposits and sureties received 7ec - Staff 7ed - State, social security organisations and public authorities 7ee - Sundry creditors 8-Accruals–Liabilities Totalliabilitiesandequity Annual Report 2012 22 Income Statement for the year ended 31 December 2012 Combined Ordinary and Extraordinary General Meeting, 6 June 2013 1 - Non-life insurance technical statement Gross transactions Cessions and retrocessions Net transactions Net transactions N–1 136,742 140,328 -3,587 27,780 27,720 60 108,962 112,609 -3,647 112,324 114,954 -2,630 22,137 22,137 5,077 19 19 -90,402 -86,822 -3,580 -10,112 -10,972 860 -80,290 -75,850 -4,440 -85,646 -77,010 -8,637 360 360 238 7-Acquisitionandadministrativecosts 7a - Acquisition costs 7b - Administrative costs 7c - Commissions received from reinsurers -35,294 -34,429 -865 -6,409 -28,885 - 34,429 -865 6,409 -29,285 -35,753 -255 6,723 8-Othertechnicalcharges -11,747 -11,747 -10,642 21,815 11,258 10,557 -7,934 Operations 2012 Operations 2011 10,557 -7,934 135,599 102,626 24,722 8,251 50,344 37,253 1,221 11,870 5-Investmentexpenses 5a - Internal and external investment management costs and financial expenses 5b - Other investment expenses 5c - Losses realised on investments -36,302 -1,712 -8,479 -26,111 -28,557 -3,350 -15,981 -9,226 6-Incomefrominvestmentstransferred €000s 1-Earnedpremiums 1a - Written premiums 1b - Change in unearned premiums 2-Incomefromallocatedinvestments 3-Othertechnicalincome 4-Claimsexpenses 4a - Claims and costs paid 4b - Charges to claims reserve 5-Chargestoothertechnicalreserves 6-Profitsharing -6,409 9-Changeinequalisationreserve Technicalprofit/lossfromnon-lifeinsurance 3 - Non-technical account €000s 1-Technicalprofit/lossfromnon-lifeinsurance 3-Investmentincome 3a - Income from investments 3b - Other investment income 3c - Gains realised on investments 4-Incomefromallocatedinvestments -22,137 -5,077 7-Othernon-technicalincome 472 14,648 8-Othernon-technicalcharges -1,138 -13,596 -10,768 -10,768 2,296 2,775 -478 -624 -1,928 75,659 10,195 9-Exceptionalitems 9a - Exceptional income 9b - Exceptional expenses 10-Employeeprofitsharing 11-Taxonprofits 12-Netprofit/lossfortheyear Notes to the financial statements for the year ended 31 December 2012 Combined Ordinary and Extraordinary General Meeting, 6 June 2013 1. Company’s area of activity 2. Highlights of the year 3. Accounting principles and methods 3.1Accounting principles 3.2Exceptions to accounting principles 3.3Description of accounting methods 3.3.1 Non-life insurance transactions 3.3.1.1 Premiums 3.3.1.2Reserves for unearned premiums and premium reserve (Articles R. 331-6 2, A. 331-16 and A. 331-17 of the French Insurance Code) 3.3.1.3 Claims (Art. R. 331-6 4, R. 331-15, R. 331-16 & R. 331-26 of the French Insurance Code) 3.3.1.4Acquisition costs (Article R. 332-33 of the French Insurance Code) 3.3.2 Reinsurance 3.3.3 Investments 3.3.3.1 Entry costs and rules for establishing realisable values at year end 3.3.3.1.1 Land and buildings – holdings in French non-trading real estate investment or property development companie 3.3.3.1.2 Fixed income negotiable securities 3.3.3.1.3 Equities and other variable income securities 3.3.3.2Impairments 3.3.3.2.1 Fixed income negotiable securities 3.3.3.2.2 P roperty investments, variable income securities and other investments other than those representing the technical reserves for unit-linked policies 3.3.3.2.2.1 Property investments 3.3.3.2.2.2 Unlisted financial investments 3.3.3.2.2.3 Listed financial investments 3.3.3.2.2.4 Reserve for liquidity risk on technical commitments 3.3.3.3Investment income 3.3.3.4Financial expenses 3.3.3.5Result of disposal of investment assets 3.3.3.6Allocation of investment income 3.3.3.7Presentation of the financial result 3.3.4 Loans and receivables 3.3.5 Taxation Notes to the financial statements 23 Annual Report 2012 24 3.3.6 Allocation of expenses by ultimate use 3.3.7 Events after the reporting period 3.3.8 Employee benefit commitments 3.3.9 Senior executives’ remuneration 4. Notes to the balance sheet Information on balance sheet items (€000s) • Movements - Investments • Operating property, plant and equipment • Receivables maturity schedule • Accruals - assets • Equity • Reserves • Liabilities maturity schedule • Accruals - liabilities • Breakdown of non-life technical reserves • Subordinated debt • Technical reserves (amounts net of collected and estimated recoveries) • Transactions with related parties and entities with which the Company has equity links • Assets and liabilities in foreign currency • Off-balance sheet commitments Information on the income statement (€000s) •C hanges over the past three financial years in claims paid since the year of occurrence and in the outstanding loss reserve • Investment income and expense • Breakdown of gross premiums by geographical region • Portfolio movements • Breakdown of staff expenses • Staff • Breakdown of expenses by type and ultimate use • Breakdown of non-technical income and expense • Breakdown of exceptional income and expense • Breakdown of income tax • Available carry-forward tax deficits • Deferred taxation Non-life technical result by category (€000s) Other information (€000s) • Combined accounts • Information concerning subsidiaries and associates • Information on sovereign debt exposure • Summary statement of investments and FFIs Notes to the financial statements 25 1. Company’s area of activity ASSURANCES MUTUELLES DE FRANCE is a fixed-contribution mutual insurance company with its registered office at 7, Avenue Marcel Proust, Chartres. ASSURANCES MUTUELLES DE FRANCE is regulated by the French Insurance Code. Its activity consists of carrying out insurance, reinsurance and co-insurance transactions. Pursuant to Article R. 321-1 of the French Insurance Code, ASSURANCES MUTUELLES DE FRANCE is authorised to operate in France in the following sectors: 18/ Assistance, 30/ Reinsurance. 2. Highlights of the year 2.1 Extraordinary dividends; legal and financial reorganisation The Covéa group created Covéa Coopérations to optimise and streamline its legal and financial structure. Covéa Coopérations will give the Covéa SGAM (Société de Groupe d’Assurances Mutuelles) a simpler legal structure that will enable it to increase the group’s scope for deploying resources while strengthening its financial capacity and limiting the impact of new constraints arising from regulatory requirements. The purpose of this reorganisation is to combine the group’s holdings into a single structure. It has resulted in Covéa Coopérations, an intermediate entity between the MAAF, MMA and AM-GMF parent mutual companies and the operational companies that carry the group’s activities, becoming the sole owner of the operational companies. The following transactions were carried out to achieve the Covéa group’s target legal structure: •C ontribution by the Covéa group members of their shares in the operational companies to MMA Coopérations, in exchange for MMA Coopérations shares; •M erger of AGMAA (acquired company) with MMA Coopérations (acquiring company) to form “Covéa Coopérations”. These restructuring operations were carried out in accordance with the provisions of CRC regulation 2004-01 of 4 May 2004 relating to the accounting treatment of mergers and equivalent transactions, i.e.: •b ased on the net book value when the contributed shares resulted in the transfer of direct or indirect control from a company to MMA Coopérations; or •b ased on the market value in all other cases. The Extraordinary General Meetings of AZUR-GMF Mutuelles d’Assurances Associées and MMA Coopérations on 28 December 2012 approved the Covéa group’s legal and financial restructuring plan and its share contribution agreement. Annual Report 2012 26 Following the transactions carried out during the past financial year the various holdings by division are as follows: - AM-GMF : 33.98% ; - MAAF : 33.96% ; - MMA : 32.06%. The transactions that some MMA entities will carry out during the next financial year will result in equal ownership by 31 December 2013, with each division owning one-third. •F urther to a decision made at its Combined Ordinary and Extraordinary General Meeting of 28 September 2012, AZUR-GMF Mutuelles d’Assurances Associées distributed an extraordinary dividend of €118,882 thousand, or €9.5 per share. The share of this dividend due to ASSURANCES MUTUELLES DE FRANCE, which came to €57,234 thousand, was paid on 16 November 2012 and recognised as financial income. • I n accordance with the decision made at the General Meeting of ASSURANCES MUTUELLES DE FRANCE on 10 December 2012 and that of MMA Coopérations on 28 December 2012 approving the share contribution agreement of 19 November 2012, ASSURANCES MUTUELLES DE FRANCE transferred 6,024,583 AZURGMF Mutuelles d’Assurances Associées shares for a value of €196,121 thousand and 915,201 GMF VIE shares for a value of €76,974 thousand, representing an overall book value of €273,095 thousand, to MMA Coopérations. As a result of these transactions, MMA Coopérations became Covéa Coopérations and ASSURANCES MUTUELLES DE FRANCE owns 14.71% of this new company. To remunerate this contribution 12,049,297 MMA Coopérations shares with a par value of €16 were created. •A €50 million loan was granted to MMA Coopérations on 17 December 2012 for a 24-month term bearing interest at a rate of 12-month Euribor plus 50 basis points. 2.2 Sovereign debt Following implementation of the Greek bailout plan in accordance with the Eurogroup agreement of 21 February 2012, on 8 March 2012 ASSURANCES MUTUELLES DE FRANCE took part in the bond swap, with a value date of 12 March based on the date of the bank’s transaction statements, before selling all of its Greek bonds in May and June. The impact of the resulting €5,770 thousand capital loss was reduced by the reversal of the €5,005 thousand provision booked in 2011 as well as €287 thousand from the capitalisation reserve. The negative impact on profit after capitalisation reserve tax and income tax was limited to €278 thousand. The capitalisation reserve reversal did not fully offset the loss remaining following the provision reversal because certain of the Greek securities held bore floating rates, making them ineligible for the capitalisation reserve (Article R. 333-1 of the French Insurance Code). 2.3Holdings, acquisitions and disposals • AME Life Lux On 2 April 2012, ASSURANCES MUTUELLES DE FRANCE acquired 63,998 AME Life Lux shares from AME SA for €13,800 thousand, representing 80% of this subsidiary’s share capital. • Welcare On 21 December 2012, ASSURANCES MUTUELLES DE FRANCE sold its WELCARE holding to a company outside the group for €905 thousand, resulting in a capital gain of €134 thousand. Notes to the financial statements 27 • La Sauvegarde On 19 December 2012, ASSURANCES MUTUELLES DE FRANCE sold its shares in LA SAUVEGARDE to MMA Coopérations for €110,816 thousand with no resulting capital gain or loss, related reserves having been set aside in 2011 in the amount of €9,320 thousand and in 2012 in the amount of €6,804 thousand. • Bipieme Vita SpA In accordance with the decision taken at Bipiemme Vita SpA’s General Meeting of 15 February 2012, ASSURANCES MUTUELLES DE FRANCE subscribed to a two-part capital increase in this subsidiary: 1. in February, when it bought 1,179,360 shares for €5,897 thousand, and 2. in April, when it bought 486,000 shares for €2,430 thousand. Further to the commitments received by ASSURANCES MUTUELLES DE FRANCE in 2011, in April Banque Populaire de Milan made a markdown of €2,417 thousand, following that of €5,897 thousand booked in 2011. This holding was sold to MMA Coopérations on 19 December 2012 for €83,287 thousand, resulting in a capital gain on disposal of €2,274 thousand. • Cité Européenne ASSURANCES MUTUELLES DE FRANCE now wholly owns LA CITÉ EUROPÉENNE following its acquisition in 2012 of non-controlling interests amounting to a book value of €19,757 thousand. In accordance with the merger agreement of 15 November 2012, ASSURANCES MUTUELLES DE FRANCE absorbed LA CITÉ EUROPÉENNE which, in exchange for its partial asset contribution to GMF VIE, was remunerated by 240,877 GMF VIE shares in the amount of €20,037 thousand. Following these transactions, ASSURANCES MUTUELLES DE FRANCE now owns 240,877 GMF VIE shares. The merger premium arising from these transactions is recognised in equity in the merger premium account, in the amount of €280 thousand. • Fincorp Given this company’s valuation it was the subject of a provision reversal at the end of the financial year in the amount of €3,219 thousand. 2.4 Tax inspection On 8 October the group received a tax collection notice concerning an adjustment relating to the 2008 and 2009 insurance agreements, and paid the tax authority €12,592 thousand. MMA, having covered this risk, paid out the required amount on 19 October 2012. 2.5 Capitalisation reserve Article 17 of the 2013 French Budget Act (Loi des Finances) provides for an additional “exit tax” on amounts recognised in reserves, alongside the 10% tax provided for by Article 23 of the 2011 French Budget Act. This additional tax of 7% is levied on the same base as the previous exit tax, this being the amount of the capitalisation reserve on 1 January 2010 or, if lower than this amount, the amount of the capitalisation reserve at the beginning of the 2012 financial year. The combined amount of extraordinary tax paid and the additional tax may not exceed 5% of equity at the beginning of the financial year. Annual Report 2012 28 Given the Budget Act’s publication date, this contribution is recognised as a tax liability on the 2012 balance sheet. It has been deducted from the balance carried forward in the amount of €2,080 thousand. 2.6 Tax risk reserve A tax risk reserve in the amount of €10,724 thousand relating to ASSURANCES MUTUELLES DE FRANCE’s 28% holding in a Luxembourg subsidiary was recognised in exceptional result. 3. Accounting principles and methods 3.1 Accounting principles The annual financial statements have been drawn up and presented in accordance with the provisions of the French Insurance Code, the Decree of 8 June 1994 and the Order of 20 June 1994 transposing EEC Directive 91-674 of 19 December 1991 concerning insurance undertakings’ corporate accounts. 3.2 Exceptions to accounting principles None. 3.3 Description of accounting methods 3.3.1 Non-life insurance transactions 3.3.1.1 Premiums Premiums shown are written premiums, net of cancellations and rebates, and the earned portion of premiums to be written for the financial year. 3.3.1.2 R eserves for unearned premiums and premium reserve (Articles R. 331-6 2, A. 331-16 and A. 331-17 of the French Insurance Code) The reserve for unearned premiums consists of the portion of premiums relating to cover of risks in (the) subsequent financial year(s). A premium reserve is established when the estimated amount of claims (including administrative expenses and acquisition costs attributable to the current financial year) likely to arise after the end of the current financial year and relating to policies written before that date exceeds the amount of the reserve for unearned premiums. 3.3.1.3 Claims (Art. R. 331-6 4, R. 331-15, R. 331-16 & R. 331-26 of the French Insurance Code) Claims are recognised in the financial year in which they are made, based on an estimate of claims incurred but not reported. • Reserves for claims: These reserves correspond to the estimated value of the expenses, in principal and fees, both internal and external, for the settlement of all losses that have occurred and not yet been paid, including annuity purchase prices not yet charged to the Company. The reserves for claims comprise: - reserves for reported claims Reserve for claims to be paid case by case Reported claims cases are valued at estimated actual cost including both principal and accessory amounts. For certain risk categories such as bodily harm third-party liability, the cases are opened on the basis of a flat fee. The valuations are revised periodically in the light of new information obtained. - reserves for claims to be paid not yet incurred or incurred but not reported until after the inventory date Notes to the financial statements 29 They are estimated using statistical methods such as the run-off triangle. - management reserve to cover future expenses associated with outstanding claims, including internal expenses It is designed to cover the internal and external expenses that will be incurred in future years for handling claims that have occurred but not been paid on the inventory date in question. Management costs for claims in each market segment are recognised in “claims” in the year in question, this ratio determining the rate at which management costs are to be applied to the reserve for outstanding claims. • Estimated recoveries: Recoveries are estimated by reference to historical recovery rates. 3.3.1.4 Acquisition costs (Article R. 332-33 of the French Insurance Code) Acquisition costs for unearned premiums in the year are carried forward and amortised on a straight-line basis over the remaining life of the corresponding policies with a maximum of five years. 3.3.2 Reinsurance As regards inward reinsurance, all items received from ceding companies are immediately recorded in the accounts. Where information received is inadequate, the Company provisionally nets off all the balances of all the incomplete accounts within a given financial year with a suspense account entry (provision for neutralisation of incomplete accounts) which is reversed out at the beginning of the following financial year. Expected losses are provisioned. If no loss is expected, the result is neutralised by a provision for incomplete accounts. Reinsurance cessions are recognised in accordance with the terms of the various treaties. 3.3.3 Investments 3.3.3.1 Entry costs and rules for establishing realisable values at year end 3.3.3.1.1 Land and buildings – holdings in French non-trading real estate investment or property development companies In accordance with current applicable legislation in force since 1 January 2005 relating to the component method (Regulations 2002.10 and 2004.06 of the CRC (French Accounting Regulation Committee)) ASSURANCES MUTUELLES DE FRANCE has applied this new method to its properties. Using technical data provided by the Premises Division and based on Hausmannian and more recent property typology, the four types of component were established as: • bare structure or shell, • wind- and water-tight facilities, • technical facilities, • fixtures and fittings. Breakdown of component parts by weighting and depreciation period: WEIGHTING OF COMPONENTS COMPONENTSHAUSSMANNIAN P1 P2 P3 P4 P4 DEPRECIATION RECENTPERIOD Bare structure or shell 47.67% 45.00% Wind- and water-tight 14.82% 19.97% Technical 13.24% 18.24% Fixtures and fittings 24.27% 16.79% Repairs to apartments 100 yrs 40 yrs 27 yrs 23 yrs 10 yrs RATE p.a. 1.00% 2.50% 3.70% 4.35% 10% Annual Report 2012 30 In accordance with Notice 2003.E dated 9 July 2003 of the Emergency Committee of the CNC, the prospective method has been applied by simply assigning the relevant net book values as at 1 January 2005 to the components, without recalculating prior depreciation. Subsequent depreciation is calculated by reference to the residual duration of the components. Acquisition costs are recognised in profit and loss. Finance charges linked to financing of property are not added to the cost price of properties. Realisable values of property are determined on the basis of a five-yearly appraisal carried out by a valuer approved by the French Prudential Control Authority. In the intervening years they are subject to an annual estimate, certified by an approved property valuer. Shares in unlisted non-trading real estate investment or property development companies are valued internally on an annual basis. 3.3.3.1.2 Fixed income negotiable securities Bonds and other fixed income negotiable securities are recognised at their acquisition price, net of interest accrued at the time of purchase. The difference between this and the reimbursement value is taken to profit and loss over the remaining maturity in accordance with Article R. 332-19 of the French Insurance Code. At the end of each financial year, the estimated realisable value of the fixed income negotiable securities is their listed price on the last day of trading in the financial year or their market value. 3.3.3.1.3 Equities and other variable income securities Equities and other variable income securities are recognised at their purchase price, excluding accrued income. Unlisted securities consist mainly of shares in related companies or equity-linked companies (appendix to Article A. 343-1 para. 3 of the French Insurance Code). Their realisable value at the end of the financial year is determined in accordance with the rules set out in Article R. 332-20 of the French Insurance Code, corresponding to: • for listed negotiable securities and instruments of all kinds, the closing price listed on the inventory date; • for unlisted securities, their market value, corresponding to the price that would be obtained under normal market conditions and depending on their utility to the Company; • for shares in open-ended investment companies and units in collective investment funds, the closing redemption price published on the inventory date. 3.3.3.2 Impairments 3.3.3.2.1 Fixed income negotiable securities • Bonds covered by Article R. 332-19 These bonds are subject to a possible impairment provision for counterparty (issuer) risk in accordance with Notice no. 2006-07 of 30 June 2006 of the CNC and the joint recommendation of the CNC and the ACP dated 15 December 2008. Notes to the financial statements 31 • Bonds covered by Article R. 332-20 Impairment for these bonds follows the rules for listed and unlisted investments. As regards bonds covered by R. 332-20, the need to establish a provision can be assessed by applying the same principles as those applying to R. 332-19 bonds, i.e. based on the concept of observed counterparty risk. 3.3.3.2.2Property investments, variable income securities and other investments other than those representing the technical reserves for unit-linked policies In principle, when impairment is of a permanent nature it is recognised line by line in assets on the balance sheet. 3.3.3.2.2.1Property investments Valuation and impairment principle: Investment property is valued line by line on the basis of five-yearly property appraisals carried out by external valuers and adjusted each year, or at market value in the event a sale agreement (compromis de vente) has been reached at the financial year-end. This value is compared to the net book value of each property asset and any impairment is recognised based on the asset type and a permanent impairment criterion. The Company’s property assets are divided into: 1 - Operating property (head office, administrative buildings, offices) Since these assets have a utility value for the Company, any loss of value observed does not give rise to an impairment provision. 2 -Investment property If the appraisal value is lower than the net book value, the asset is impaired; this gives rise to an impairment test, in which the expected future benefits to be derived from the asset are discounted to current value. An impairment provision is recognised if the test shows the current value to be significantly lower than the book value. 3 - Property assets held via property companies Units or shares of majority-held property companies are valued based on the company’s revalued net assets, taking into account the value of their property assets as established yearly by valuation agents. A central ACP-approved agent issues a report on property companies’ valuation. Minority-held property non-trading real estate investment companies are also valued based on their revalued net assets. Provisions are set aside as necessary if the securities’ market value is lower than their book value. The “sustainability” criterion was determined as part of the Company’s strategy for assets intended to be held long term. Annual Report 2012 32 Reminder concerning the 1995 regulation: Impairment observed line by line was recognised for the first time at 1 January 1995 in an equity suspense account. Subsequent impairment has been recognised in financial income. Mechanism relating to the use of these provisions (in accordance with CNC Notice no. 9601 of 8 March 1996): As regards assets on which impairment has been provisioned and charged directly in equity, any subsequent reversals are treated in the same way, except where they allow losses on disposals to be offset through profit and loss. In the event of disposal of assets for which a provision for permanent impairment has been made through equity, this provision is transferred to profit and loss to the extent of the actual loss incurred. In the event of a surplus in the provision relative to the actual loss, such surplus is taken back into equity. The same applies to upward readjustments of estimated values used as a reference for establishing the impairment as at 1 January 1995. In the case of depreciable or amortisable assets for which a provision for permanent impairment has been set aside, the portion of the provision rendered unnecessary as a result of the annual amortisations is taken back directly in equity. In the event of a partial reversal of provisions established partly at 1 January 1995 and partly thereafter, the reversals will be applied in their entirety to the oldest provisionings. 3.3.3.2.2.2 Unlisted financial investments These are essentially investments in related companies and equity-linked companies. They are subject to a line by line valuation which takes account of the company’s net situation and prospects. Where necessary, impairments are recognised. 3.3.3.2.2.3 Listed financial investments A provision for permanent impairment is established line by line if the value in use or the time value shows a significant discount. The methods for calculating provisions for permanent impairment were laid down by the CNC in a Notice issued on 18 December 2002 and, in light of the current context of market volatility, in a joint recommendation with the ACP dated 15 December 2008. Unrealised capital losses are presumed to be of a permanent nature in the following cases: • where there was already a provision for impairment of this investment line at the end of the prior financial year; • where, in the case of non-property investments, the investment has been constantly in a significant unrealised capital loss situation relative to its book value for a period of six consecutive months prior to the closing of the accounts; • when there are objective indications that the Company will be unable to recover all or part of the original value of the investment in the foreseeable future. Notes to the financial statements 33 The criterion for significant capital loss can be generally defined, for French equities, by reference to the observed volatility - 20% of the book value when the markets are showing low volatility, rising to 30% in volatile market situations, as per the recommendation of 15 December 2008 of the CNC and the ACP. With a few exceptions, this also holds good for other European equities. The criterion is adjusted, for other securities, in line with the characteristics of the investments concerned, notably as regards UCITS and nonEuropean securities. Over and above this criterion, all securities showing a significant unrealised capital loss were subjected to particular scrutiny. In cases where impairment was considered intrinsic to the security as opposed to stemming from the general fall in financial markets or the relevant economic sector, a provision was established based on the net asset value. In determining the net asset value of an investment, account is taken of the Company’s intention and ability to hold the investments for a given period. A reserve is made for securities: • based on market value at year-end, • based on a recoverable amount at the end of the holding period envisaged. The Company has not used estimates of recoverable amounts to determine the net asset value of investments. Consequently, securities considered impaired have been subject to a provision for impairment based on market value at year-end. 3.3.3.2.2.4 Reserve for liquidity risk on technical commitments (Decree no. 2003-1236 of 22 December 2003 – Notice no. 2004-B of 21 January 2004 of the Emergency Committee of the CNC) - CNC Notice no. 2008-20 of 19 December 2008 and Order of 30 January 2009 The reserve for liquidity risk is intended to cover commitments in the event of unrealised capital losses on the assets referred to in Article R. 332-20. If the realisable value of all investments other than fixed income negotiable securities is less than the total value of these investments as shown in the balance sheet, the difference is recognised as a liability in the balance sheet by way of a reserve for the liquidity risk on technical commitments. The unrealised capital loss used to calculate the liquidity risk reserve is determined based on an average price for the month preceding the date of inventory, rather than the closing price. Article R. 331.5.4 of the French Insurance Code allows the charge for the establishment of the provision to be spread. When the Company, prior to making any addition to the liquidity risk reserve, meets its regulated commitments and the minimum coverage requirements for solvency margin, the addition to the liquidity risk reserve for the year will be equal to one-third of the amount of the overall net unrealised capital loss. 3.3.3.3 Investment income Investment income comprises income from investment property, notional rent from operating property and income from financial investments. The remaining investment income comprises reversals of provisions for financial assets (unlisted securities and financial receivables in particular) and income from differences on redemption prices to be received. Annual Report 2012 34 3.3.3.4 Financial expenses Financial management fees consist of charges on investment property, the Company’s share in losses of SCIs allocated to members and internal and external expenses by ultimate use corresponding to the cost of running the financial service. The remaining investment costs concern depreciation and provisions for investment property and provisioning for financial assets. 3.3.3.5 Result of disposal of investment assets Capital gains and losses on disposals of negotiable securities are recognised in profit and loss in the financial year in which the disposal takes place. In determining capital gains or losses on the sale of securities, the FIFO method is applied. As regards bonds and other fixed income securities, the portion of the gain or loss corresponding to the difference between the sales proceeds and their current book value is deferred and recognised directly in equity under the capitalisation reserve (included in other reserves). In the case of a loss, use is made of the capitalisation reserve for the same amount, within the limit of the reserves previously constituted. These movements now being excluded from the result for tax purposes, the corresponding tax impact is recognised in the non-technical profit and loss account, with the offsetting entry to the capitalisation reserve (Articles R. 331-1 and A. 333-3 of the French Insurance Code). 3.3.3.6 Allocation of investment income The portion of investment income generated by assets relating to commitments vis-à-vis insureds is transferred to a technical result account according to a flat-rate calculation determined by the appendix to Article A. 343-1 para. 3 of the French Insurance Code. 3.3.3.7 Presentation of financial income In general terms, income and expense is recognised in financial income when it: • is directly linked to Class 2 investments; • i s indirectly linked to investments: income linked to the remuneration of subsidiaries’ current accounts, and interest on deposits; • concerns impairment on at-risk subsidiaries with current accounts. Capital gains and losses linked to other non-current assets are shown in non-technical income. 3.3.4 Loans and receivables Receivables are shown at their nominal value. A provision for impairment is established in the event of risk of counterparty default. 3.3.5 Taxation Since 1 January 2008, ASSURANCES MUTUELLES DE FRANCE has been part of the tax consolidation group of which the Covéa SGAM (Group of Insurance Mutuals) is the parent company. No charge for deferred tax has been recognised to take into account temporary differences in methods of accounting for gains and losses between the accounting and tax results. 3.3.6 Allocation of expenses by ultimate use Management fees and commissions associated with the insurance business are recognised according to their nature. For presentation in the financial statements they are then classified according to their ultimate use by allocating to own expenses or by applying distribution keys, which are determined analytically having regard to the Company’s internal organisational structure. Notes to the financial statements 35 3.3.7 Events after the reporting period • Fincorp On 9 January 2013, ASSURANCES MUTUELLES DE FRANCE sold its 32.91% holding in Fincorp to Covéa Coopérations for €20,289 thousand. As a provision has been booked for this holding, the sale will have no impact on 2013 profit. • GMF Vie On 21 January 2013, ASSURANCES MUTUELLES DE FRANCE sold the 240,877 GMF VIE shares it held following the merger with LA CITÉ EUROPÉENNE to Covéa Coopérations for €22,410 thousand, generating a capital gain of €2,373 thousand. • AME Life Lux This holding was sold to Covéa Coopérations on 9 January 2013, generating a capital gain on sale of €553 thousand. 3.3.8 Employee benefit commitments The Company’s employee benefit commitments relate to end-of-service indemnities, long service awards and additional holiday entitlements based on years of service. • Commitments relating to end-of-service indemnities The Company’s commitments are valued using an actuarial method which takes into account staff turnover and the rate of salary increases. The reference discount rate is that of the iBoxx Euro Corporate AA 10+. The Company does not apply the preferred method set out in CNC Recommendation no. 2003-R-01. The Company’s commitments in this area are partly covered by an insurance policy taken out with LA CITÉ EUROPÉENNE. In the table of off-balance sheet commitments in the notes, the actuarial commitment plus social charges is compared with the fund consisting of insurance premiums paid. The resulting deficit is provided for in the “contributory” accounts. • Long service awards According to CRC Notice 2004-95 dated 25 May 2004, benefits paid while employees are in active service are no longer considered on a par with pension commitments, and a tax-deductible provision must be made for them. The method applied is identical to that used for end-of-service indemnities. An insurance policy has been subscribed with LA CITÉ EUROPÉENNE. The commitments are provided for in the accounts whenever a shortfall is observed between the actuarial commitment and the fund consisting of premiums paid to LA CITÉ EUROPÉENNE. • Other commitments relating to employee benefits Pursuant to Article 39 of the National Collective Agreement of 27 May 1992 and Article 35 C of the National Collective Agreement for the Audit Industry of 27 July 1992, the actuarial valuation of the additional holiday entitlements granted to employees with 10, 20 or 30 years’ service with the Company must be provided for. 3.3.9 Senior executives’ remuneration For reasons of confidentiality regarding executives’ remuneration we cannot indicate the remuneration allocated to the members of the Company’s administrative and management bodies. Annual Report 2012 36 Information on balance sheet items Movements - Investments €000s Land and buildings Investments in related companies and equity-linked companies Other investments Cash deposits with cedants Total €000s Gross value 1 January 2012 Additions Disposals 120,956 17 61 873,330 315,371 346,170 744,675 503,614 506,372 53,585 83,597 85,786 1,363,242 1,174,459 1,095,833 Deprec./amort. & impairments 1 Jan. 2012 Deprec./amort. allowance Reversal of deprec./amort. Transfers Gross value 31 December 2012 120,912 61 -61 715,947 553,612 51,396 Transfers 1,441,867 Deprec./amort. & impairments 31 Dec. 2012 Land and buildings Investments in related companies and equity-linked companies Other investments 8,847 465 24,338 6,117 6,845 2 19,343 5,005 Total 39,302 7,312 24,348 22,266 1,323,939 1,167,147 1,071,485 1,419,601 Netvalue 9,312 11,840 1,114 Information on balance sheet items 37 Operating property, plant and equipment €000s Gross value 1 January 2012 Furniture Other non-depreciable non-current assets Deposits and sureties Additions Disposals Transfers Gross value 31 December 2012 23 23 74 3 74 3 Total 100 €000s Impairments 1 Jan. 2012 Impairments allowance Reversal of impairments 100 Transfers Impairments 31 Dec. 2012 Furniture 23 23 Total 23 23 Netvalue 77 77 Receivables maturity schedule Receivables €000s Loans Other non-current financial assets Receivables arising from direct insurance transactions Receivables arising from reinsurance transactions Staff State, social security bodies Sundry debtors Subsidiaries Accrued income Prepaid expenses Prepaid interest and rent Total portion at <1yr portion at 1 to 5 yrs portion at >5 yrs Gross total Impairments Net value 79,094 88,256 79,094 88,256 79,094 88,256 -180 -180 -180 5,240 16 210 361 704 6,401 1 3,067 5,240 16 422 704 704 6,401 1 3,067 183,170 212 343 555 183,725 6 465 471 5,234 16 422 239 704 6,401 1 3, 067 183,254 Annual Report 2012 38 Accruals - assets €000s Gross value 1 January 2012 Additions Disposals Transfers Gross value 31 December 2012 Earned interest and rent not yet due Deferred acquisition costs Prepaid expenses Differences on redemption prices to be received Accrued income 2,603 365 15 31,637 848 6 31,173 365 20 3,067 848 1 1,355 17,319 14,927 57,915 14,938 70,195 1,344 5,039 Total 21,659 105,333 116,691 €000s Amortisation 1 Jan. 2012 Amortisation allowance Reversal of amortisation 21,659 105,333 116,691 Transfers 10,299 Amortisation 31 Dec.2012 Accruals accounts Total Netvalue 10,299 Equity €000s Set-up fund 1 Jan. 2012 Result allocation Increase 31 Dec.2012 After allocation 177,609 177,609 280 280 177,889 177,889 Decrease 31 Dec.2012 After allocation 753 612 434,246 76,302 32,639 457,825 76,302 32,639 177,609 Merger premium TotalI Decrease *280 177,609 280 *CITÉ EUROPÉENNE merger of 26 December 2012. 1 Jan. 2012 Result allocation Other reserves Long-term capital gains reserve Capitalisation reserve 424,052 76,302 32,498 10,195 TotalII 532,851 10,195 753 612 543,187 566,765 1 Jan. 2012 Result allocation Increase Decrease 31 Dec.2012 After allocation *2,080 297,920 75,659 350,000 €000s €000s Increase Retained earnings Profit for the year 300,000 10,195 -10,195 75,659 TotalIII 310,195 -10,195 75,659 2,080 373,579 350,000 1,020,655 76,692 2,692 1,094,654 1,094,654 GrandtotalI+II+III *7% exit tax on the capitalisation reserve. Information on balance sheet items 39 provisions 1 January 2012 Allowance Reversals 31 December 2012 Provisions for disputes 8,341 *10,945 16 19,269 Total 8,341 10,945 16 19,269 portion <1 yr portion 1 to 5 yrs portion >5 yrs Total 419 36,717 216 276 73 12 €000s *Provision for tax dispute. liabilities maturity schedule liabilities €000s Liabilities from reinsurance transactions Borrowings, deposits and sureties Cash deposits received from reinsurers Staff State, social security bodies Sundry creditors Subsidiaries Amortisation of differences on redemption prices 3,478 2,485 519 3,065 763 1,812 1,475 Total 3,478 37,136 2,485 747 3,341 836 1,812 1,475 13,597 984 36,729 51,310 1 January 2012 Allowance Reversals 31 December 2012 945 530 945 530 Accruals - liabilities €000s Amortisation of differences on redemption prices Total 1,475 1,475 Annual Report 2012 40 Breakdown of non-life technical reserves 2012 2011 Gross Share of reinsurers and retrocessionnaires Net Gross Share of reinsurers and retrocessionnaires Net Reserve for unearned premiums Claims reserve Estimated recoveries Other technical reserves 18,288 241,643 -44 20,706 214 2,801 18,074 238,842 -44 20,706 14,821 238,392 -21 21,067 277 3,690 14,544 234,702 -21 21,067 Total 280,594 3,015 277,579 274,258 3,967 270,291 €000s In accordance with Article R. 331-1 of the French Insurance Code, the technical reserves must be sufficient to cover settlement in full of commitments to insureds or beneficiaries of policies. Subordinated debt There was no subordinated debt on the Company’s balance sheet at the closing date. Technical reserves (amounts net of recoveries collected or estimated) €000s Estimated recoveries on unpaid claims Claims reserve (opening) Claims paid during the year in respect of previous years Claims reserve for previous years (closing) Gains/Losses 2012 2011 44 238,019 80,208 153,923 21 231,585 79,451 145,299 3,888 6,835 Information on balance sheet items 41 Transactions with related parties and entities with which the Company has equity links Related companies €000s Securities Units, shares Receivables Cash deposits with cedants Reinsurers’ share in technical reserves Receivables from reinsurance transactions Loans Other receivables (subsidiaries) Debts Technical reserves Liabilities from reinsurance transactions Other liabilities (subsidiaries) Equity linked companies Gross value Impairments Net value Gross value Impairments Net value 623,168 11,839 611,328 112,921 10 112,911 13,142 13,142 445 445 2,438 78,918 658 2,438 78,918 658 2 2 114,176 238 1,572 114,176 238 1,572 140 140 Assets and liabilities in foreign currency Assets in foreign currency €000s Danish kroner Swedish kronor US dollar Canadian dollar Swiss franc Pound sterling Yen Other currencies 69 167 5,006 2,172 426 59,413 Total 83,456 of which exchange difference -1 665 16,203 665 liabilities in foreign currency of which exchange difference 6,074 5,985 10,348 3,132 13,696 26,246 2 50,374 115,857 In accordance with Article A. 342-3 of the Accounting Order of 20 June 1994, the following, among others, are considered to be transactions in foreign currency: • movements in monetary assets and settlements in foreign currency, in particular purchases of securities denominated in foreign currency on French or foreign markets; • receivables and payables denominated in foreign currency. There are two exceptions to the rule: 1 - Transactions involving securities representing an equity holding when such securities are intended to be held over a long period in view of strategic links with the issuer, and where possession of these securities enables the Company to exert a significant influence on the issuer or to control it (Article A. 342-3 of the Order of 20 June 1994). 2 - Transactions within the euro zone for which exchange gains or losses ceased to be unrealised by becoming definitive and irreversible upon closing the books at 31 December 1998 (CNC Notice no. 98-01 of 17 February 1998). Annual Report 2012 42 Off-balance sheet commitments 31 December 2012 €000s Related companies Equitylinked 31 December 2011 Others Related companies Equitylinked Others Commitmentsreceivedexcl.reinsurance Guarantees, sureties and finance leases Funds constituted in respect of retirement indemnities Commitments relating to losses on securities held by Bipiemme (1) Commitmentsgiven Other Covéa set-up funds Capital increase commitment relating to Bipiemme Commitments relating to Bipiemme securities Commitments concerning end-of-service indemnities Commitments concerning individual training entitlements(2) Liabilities guarantee Other commitments given Securitiesreceivedascollateral fromreinsurersandretrocessionnaires 99 119 502 510 8,195 20,000 20,000 5,897 3,900 477 324 27 432 27 Securitiesbelonging toprovidentinstitutions Othersecuritiesheldonbehalfofthirdparties Outstandingsofforwardfinancialinstruments Securitiesreceivedfromreinsuredbodieswith jointandseveralguaranteeorunder substitutionagreements (1) In 2012, the Bipiemme shares were sold to Covéa Coopérations and the related commitments taken on by this new shareholder. (2) Equivalent to 2,440 full-time hours for 2012, the same as in 2011. Information on the income statement 43 Information on the income statement Inventory year Changes over the past three financial years in claims paid since the year of occurrence and in the outstanding loss reserve year of occurrence €000s Payments 2008 (1) 2009 (1) 2010 (2) 35,896 28,558 3,022 2 401 2010 Reserves Totalclaims(C) 35,896 28,560 3,423 Earnedpremiums(P) 67,087 67,885 5,227 53.51% 42.07% 65.49% 35,897 28,552 3,319 2,947 -3 17 387 Percentage(C/P) Payments 2011 Reserves 2012 Totalclaims(C) 35,897 28,549 3,336 3,334 Earnedpremiums(P) 67,083 67,902 5,249 6,240 53.51% 42.04% 63.55% 53,43% 35,897 28,549 3,319 3,272 3,170 -2 1 27 466 Percentage(C/P) Payments Reserves 2012 2011 Totalclaims(C) 35,897 28,547 3,320 3,300 3,636 Earnedpremiums(P) 67,083 67,892 5,248 6,266 7,183 53.51% 42.05% 63.27% 52.66% 50.62% Percentage(C/P) (1)The2008and2009inventoriesconsistsolelyofMMAIARD(SA)assistancepolicies. (2)From2010ontheinventoryconsistssolelyofLASAUVEGARDE(SA)assistancepolicies. Annual Report 2012 44 Investment income and expense In related companies Others Total Financial income Financial expense Total Financial income Financial expense Total Financial income Financial expense Net Income from related companies (Art. 20, Decree of 29 Nov ’83) 109,528 22,928 86,601 435 43 392 109,963 22,970 86,993 2,886 1,347 1,539 2,886 1,347 1,539 22,737 11,903 10,835 22,737 11,903 10,835 12 12 82 -70 €000s Income from investment property Income from other investments Other financial income (commissions, fees, etc) Financialincome= totalitemIII3 82 -82 12 109,528 26,071 135,599 Financialexpense= totalitemIII5 23,010 13,292 Totalincome andexpensesfrominvestments 86,518 12,778 36,302 99,297 Breakdown of gross premiums by geographical region €000s 2012 2011 24,554 74,322 41,452 27,697 73,807 40,299 140,328 141,802 2012 2011 Additions None None Disposals None None 2012 2011 Salaries Pension fund contributions Social charges Others 2,326 21 1,287 49 2,269 20 1,235 45 Total 3,683 3,569 France EU (ex. France) Non-EU Totalgrosspremiums portfolio movements €000s Breakdown of staff expenses Information on the income statement 45 Staff Workforce by category 2012 2011 Non-executive Executive 8 18 10 16 Total 26 26 2012 2011 Staff costs Rates and taxes Inward insurance commissions External services* Operating impairments Ancillary income Re-invoicing to subsidiaries 3,683 1,188 33,086 *12,145 362 -1,503 3,570 1,099 34,783 *23,928 245 -1,537 Total 48,961 62,088 2012 2011 Acquisition costs (excl. change in acquisition costs brought fwd.) Administrative expenses Internal financial management fees External financial management fees Other technical charges Other non-technical charges 34,912 865 217 82 11,747 1,138 35,571 255 483 1,541 10,642 13,596 Total 48,961 62,088 Breakdown of expenses by type and ultimate use Expenses by type * Of which auditors’ fees of €150,000 in 2012 and €196,000 in 2011. Expenses by ultimate use Annual Report 2012 46 Breakdown of non-technical income and expense Non-technical income 2012 2011 Reversal of tax inspection risk provision Reversal of tax capitalisation reserve Guarantee on tax risk Other income 16 221 213 22 12,357 1,573 710 8 Total 472 14,648 Non-technical expense 2012 2011 221 141 776 213 7 25 12,758 593 1,138 13,596 2012 2011 Impairments, tax inspection Addition to capitalisation reserve Other impairments Expense arising from tax inspection Other expense Total Breakdown of exceptional income and expense Exceptional income Reversal of provision for investment Other exceptional income 2,172 603 Total Exceptional expense 2,775 2012 2011 Provision for impairment of exceptional expenses Other sundry exceptional expenses *10,725 43 478 Total 10,768 478 *Provision for tax dispute. Information on the income statement 47 Breakdown of income tax Relating to current year Relating to ordinary operations Relating to exceptional income and charges 638 -14 Total 624 Relating to previous years Total 638 -14 624 Available carry-forward tax deficits None. Deferred taxation 2012 2011 A.Assets(inclusionsgivingrisetosubsequentdeductions) Provisions reinstated during the year Difference in NAV of UCITS 18,903 14,604 21,206 12,956 Totaldeferredtaxassets 33,507 34,162 B.Liabilities(deductionsgivingrisetosubsequentinclusions) Deferred acquisition costs Capital gain on merger of Alsacienne IARD 848 3,618 365 3,703 Totaldeferredtaxliabilities 4,466 4,068 C.Calculationofdeferredtaxatthestatutorytaxrate Deferred tax assets Deferred tax liabilities Balance 33,507 4,466 29,041 34,162 4,068 30,094 Deferredtaxatstatutoryrate -9,999 -10,361 D.Deferredtaxatreducedrate Net long-term capital loss Deferredtaxatreducedrate E.Latenttax(taxpaidinthecaseofsaleofsecurities) Subsidiaries, long-term Subsidiaries, short-term Latenttax Proportionofchargesandexpenses:12%in2012and10%in2011 *1,059,656 767 10,444 767 264 264 43,781 348 *Of which €1,049,212 thousand on the contribution of GMF VIE and AZUR-GMF MUTUELLES D’ASSURANCES ASSOCIÉES shares to MMA Coopérations, remunerated by the creation of shares in MMA Coopérations (which became Covéa Coopérations on 31 December 2012) and €10,444 thousand relating to the distribution of the AZUR issue premium in 2006. Annual Report 2012 48 Non-life technical result by category Personal Personal Total General Assistance accident accident motor civil individual goup vehicles liability policies policies €000s (cat.20) (cat.21) (cat.22-23) (cat.28) (cat.29-31) Sub-total (cat.20-31) Premiums earned Written premiums Change in unearned premiums 7,198 7,455 257 7,198 7,455 257 Claims incurred Claims and related expenses paid Change in claims reserve 3,584 3,492 3,584 3,492 92 92 A - Underwriting balance 3,614 3,614 Acquisition costs Other management expenses, net 1,343 1,214 1,343 1,214 B - Net acquisition and management expenses 2,557 2,557 Investment income 273 Profit sharing 273 C - Financial balance 273 273 Reinsurers’ share in – earned premiums 6,478 – claims paid 3,145 – change in claims reserve 81 – profit sharing – commissions received from reinsurers 1,425 6,478 3,145 81 1,425 D - Reinsurance balance -1,826 -1,826 Technical result [A - B + C - D] -496 -496 3,464 3,207 493 401 3,464 3,207 493 401 Off-balance sheet Unearned premiums (closing) Unearned premiums (opening) Outstanding claims reserve (closing) Outstanding claims reserve (opening) Other technical reserves (closing) Other technical reserves (opening) Non-life technical result by category 49 Non-life technical result by category €000s Marine Sub-total (cat.34) (cat.34-38) Total direct business France (cat.20-38) Inward business in France Grand total Premiumsearned Written premiums Change in unearned premiums 7,198 7,455 257 129,544 132,874 3,330 136,742 140,328 3,587 Claimsincurred Claims and related expenses paid Change in claims & sundry reserve 3,584 3,492 86,458 83,331 90,042 86,822 92 3,128 3,219 A-Underwritingbalance 3,614 43,085 46,700 1,343 1,214 33,086 11,379 34,429 12,593 2,557 44,465 47,022 273 21,864 22,137 273 21,864 22,137 6,478 3,145 81 21,302 7,827 -941 27,780 10,972 -860 1,425 4,984 6,409 Acquisition costs Other management expenses, net B-Netacquisitionand managementexpenses Investment income Profit sharing C-Financialbalance Reinsurers’ share in – earned premiums – claims paid – change in claims reserve – profit sharing – commissions received from reinsurers D-Reinsurancebalance -1,826 -9,432 -11,258 Technicalresult[A-B+C-D] -496 11,053 10,557 3,464 3,207 493 401 14,824 11,494 241,107 237,618 20,706 21,067 18,288 14,701 241,599 238,019 20,706 21,067 Off-balancesheet Unearned premiums (closing) Unearned premiums (opening) Outstanding claims reserve (closing) Outstanding claims reserve (opening) Other technical reserves (closing) Other technical reserves (opening) Annual Report 2012 50 Other information Combined accounts The accounts of ASSURANCES MUTUELLES DE FRANCE are fully consolidated in the combined accounts of the Covéa SGAM (7, Place des Cinq Martyrs du Lycée Buffon, 75015 Paris). Information concerning subsidiaries and associates Capital Equity Percentage of Book value Loans and other capital of shares held advances than held granted by the capital Company and Gross Net not yet repaid A. Detailed information on all securities whose gross value exceeds 1% of the capital of the company subject to disclosure requirements 1. SUBSIDIARIES (>50% holding) EURAZUR SA - Luxembourg 2,433 1,226 100.00% 4,687 2,433 12,000 1,969 100.00% 13,700 13,700 16,000 1,436 99.33% 13,800 13,800 140,669 9,891 65.57% 98,690 98,690 FINCORP - Paris 2nd arrondissement - 491741179 67,987 -17,922 32.91% 29,733 20,289 COVEA LUX - Luxembourg 30,000 13 28.00% 8,404 8,404 2,013,075 2,132,233 19.26% 546,458 546,458 50,000 French subsidiaries Foreign subsidiaries Holdings in French companies Holdings in foreign companies 305 154 246 76 76 AME REASSURANCES - Paris 15 arrondissement - 334489804 th AME LIFE LUX SA - Luxembourg SCI BOISSY ROYALE - PARIS - 338630288 2. HOLDINGS (between 10% and 50% of the capital held) COVEA COOPERATIONS Le Mans (72100) - 439881137 B. Aggregate information on other securities whose gross value does not exceed 1% of the capital of the company subject to disclosure requirements Other information 51 Amount of sureties and guarantees given by the company Total premium income excl. tax for last financial year Results (profit or loss for last financial year ended) Dividends received by the company during the financial year under review Observations EURAZUR SA - Luxembourg 91 2011 balance sheet A. Detailed information on all securities whose gross value exceeds 1% of the capital of the company subject to disclosure requirements 1. SUBSIDIARIES (>50% holding) AME REASSURANCES - Paris 15 arrondissement - 334489804 -1 4,539 AME LIFE LUX SA - Luxembourg 38,162 1,562 SCI BOISSY ROYALE - PARIS - 338630288 8,593 3,696 FINCORP - Paris 2nd arrondissement - 491741179 5 -117 COVEA LUX - Luxembourg 131,297 th 2,521 2. HOLDINGS (between 10% and 50% of the capital held) COVEA COOPERATIONS Le Mans (72100) - 439881137 189,424 78,320 B. Aggregate information on other securities whose gross value does not exceed 1% of the capital of the company subject to disclosure requirements French subsidiaries Foreign subsidiaries Holdings in French companies Holdings in foreign companies Information on sovereign debt exposure Country Country code France FR Germany DE Belgium BE Italy IT Others Total I Other investments Total II Total I + II Gross value 118,044 4,270 7,109 3,582 5,491 138,496 1,300,864 1,300,864 1,439,360 Value adjustments -827 -27 77 7 63 -707 -19,183 -19,183 -19,890 Net value 117,217 4,243 7,187 3,589 5,554 137,790 1,281,681 1,281,681 1,419,471 Realisable value 119,912 5,071 7,410 3,452 6,063 141,908 2,930,416 2,930,416 3,072,324 Redemption value 114,632 4,200 7,200 3,588 5,626 135,246 81,760 81,760 217,006 Weighting of redemption value 3.90% 0.17% 0.24% 0.11% 0.20% 4.62% 95.38% 95.38% 100.00% Annual Report 2012 52 Summary statement of investments and FFIs €000s I - – Investments and forward financial instruments (detail of items 3 and 4 of assets and forward financial instruments) as at 31 Dec. 2012 as at 31 Dec. 2011 Gross value in balance sheet Net value Realisable value Gross value in balance sheet Net value Realisable value 120,913 111,600 175,822 120,957 112,109 169,618 708,985 696,032 2,260,931 917,865 892,415 2,616,572 224,961 224,961 225,048 25,711 25,711 25,760 3,516 3,516 11,016 3,105 3,105 9,029 213,636 216,069 223,752 205,026 202,731 207,619 7.Otherloansandsimilarinstruments FFI investment or disinvestment strategies FFI yield strategies 79,094 79,094 79,094 28,429 28,429 28,429 8.Depositswithcedingcompanies FFI investment or disinvestment strategies FFI yield strategies 58,233 58,175 66,638 59,853 59,825 68,284 30,024 30,024 30,024 24 24 24 12.Totallines1to11 1439360 1419471 3,072,324 1,360,970 1,324,349 3,125,335 of which, total FFIs of which, total investments 1,439,360 1,419,471 3,072,324 1,360,970 1,324,349 3,125,335 1.Investmentproperty andpropertyinvestmentinprogress FFI investment or disinvestment strategies FFI yield strategies 2.Equitiesandothervariableincome securitiesotherthanunitsinUCITS FFI investment or disinvestment strategies FFI yield strategies 3.UnitsinUCITS(otherthanthosein4) FFI investment or disinvestment strategies FFI yield strategies 4.UnitsinUCITSholdingexclusivelyfixed incomesecurities FFI investment or disinvestment strategies FFI yield strategies 5.Bondsandotherfixedincomesecurities FFI investment or disinvestment strategies FFI yield strategies 6.Mortgageloans FFI investment or disinvestment strategies FFI yield strategies 9.Deposits(otherthanthosein8),cash guaranteesandotherinvestments FFI investment or disinvestment strategies FFI yield strategies 10.Assetsrepresenting unit-linkedpolicies FFI investment or disinvestment strategies FFI yield strategies 11.Otherforwardfinancialinstruments FFI investment or disinvestment strategies FFI pending investment FFI yield strategies FFI other transactions Other information 53 État récapitulatif des placements et IFT €000s I - – Investments and forward financial instruments (detail of items 3 and 4 of assets and forward financial instruments) as at 31 Dec. 2012 as at 31 Dec. 2011 Gross value in balance sheet Net value Realisable value Gross value in balance sheet Net value Realisable value 217,387 219,764 585 3,570 227,374 207,799 205,476 863 2,080 210,159 1,221,973 1,199,707 2,844,950 1,153,171 1,118,873 2,915,176 1,439,360 1,419,471 3,072,324 1,360,970 1,324,349 3,125,335 1,301,972 1,282,139 2,926,530 1,272,625 1,236,032 3,028,559 58,233 58,175 66,638 59,853 59,825 68,284 79,156 79,156 79,156 28,492 28,492 28,492 Total 1,439,360 1,419,471 3,072,324 1,360,970 1,324,349 3,125,335 c)Ofwhich: Investments and forward financial instruments in OECD countries Investments and forward financial instruments outside OECD countries 1,439,286 1,419,460 3,072,313 1,360,896 1,324,338 3,125,324 74 11 11 74 11 11 Total 1,439,360 1,419,471 3,072,324 1,360,970 1,324,349 3,125,335 a)Ofwhich: Investments valued in accordance with Article R. 332.19 and related forward financial instruments including discount not yet amortised, dont but excluding redemption premium. Investments valued in accordance with Article R. 332.20 and related forward financial instruments Investments valued in accordance with Article R. 332.5 and related forward financial instruments Total b)Ofwhich: Securities assignable to represent technical reserves other than those referred to below Securities guaranteeing commitments to provident institutions or covering managed investment funds Securities deposited with cedants (incl. securities deposited with cedants where the Company is joint and several guarantor) Securities allocated to special technical reserves for other business in France Other allocations or unallocated €000s II - Assets that may be allocated to represent technical reserves (other than investments, forward financial instruments and reinsurers’ share in the technical reserves) Table H) as at 31 Dec. 2012 Gross value in balance sheet Net value Realisable value Gross value in balance sheet Net value Realisable value 62,132 62,132 62,132 59,614 59,614 59,614 Realisable value Gross value in balance sheet €000s III - Securities belonging to provident institutions as at 31 Dec. 2011 as at 31 Dec. 2012 Gross value in balance sheet Net value as at 31 Dec. 2011 Net value Realisable value Annual Report 2012 54 Summary statement of investments and FFIs €000s as at 31 Dec. 2012 as at 31 Dec. 2011 Gross value in balance sheet Net value Realisable value Gross value in balance sheet Net value Realisable value 21,510 12,307 68,489 21,493 12,754 64,494 99,403 99,293 107,332 99,464 99,354 105,124 Sub-total 120,913 111,600 175,822 120,957 112,108 169,618 Totaloritem3alandandbuildings shownasassetsinthebalancesheet (accounts21,22,28and29) innetvaluecolumn Of which down-payments (non-capitalised advances to unlisted non-trading real estate investment companies) 120,913 111,600 175,822 120,957 112,108 169,618 90 90 90 90 90 90 Details of land and buildings Operatingproperty Rights in rem Shares in unlisted non-trading real estate investment or property development companies Sub-total Otherassets Rights in rem Shares in unlisted non-trading real estate investment or property development companies €000s Amount of holdings and units in related companies held in insurance undertakings Accounts 25052 and 25053 as at 31 Dec. 2012 as at 31 Dec. 2011 Gross value in balance sheet Net value Realisable value Gross value in balance sheet Net value Realisable value 42,141 42,141 45,415 505,323 493,748 1,619,476 Notes 55 Notes Annual Report 2012 56 Notes ASSURANCES MUTUELLES DE FRANCE 7, avenue Marcel Proust - 28000 Chartres Chartres Trade & Companies Registry No. 323 562 678 0232.7 - This document is printed on 100% recycled paper assurances mutuelles de france m ANNUAL REPORT 2012 2012 annual report
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