Nationale Borg-Maatschappij N.V. Primary Credit Analyst: Peter McClean, London (44) 20-7176-7075; [email protected] Secondary Credit Analyst: Marco Sindaco, London (44) 20-7176-7095; [email protected] Table Of Contents Rationale Outlook Base-Case Scenario Company Description Business Risk Profile Financial Risk Profile Other Assessments Accounting Considerations Related Criteria And Research WWW.STANDARDANDPOORS.COM/RATINGSDIRECT JANUARY 30, 2014 1 1303946 | 300057575 Nationale Borg-Maatschappij N.V. SACP* Assessments Anchor a- Business Risk Satisfactory Financial Risk Strong + Modifiers SACP* 0 ERM and Management 0 Holistic Analysis 0 = Support + a- Liquidity Sovereign Risk 0 0 Ratings = 0 Group Support 0 Gov't Support 0 Financial Strength Rating A-/Stable/-- *Stand-alone credit profile. See Ratings Detail for a complete list of rated entities and ratings covered by this report. Rationale Business Risk Profile: Satisfactory • Nationale Borg-Maatschappij N.V. (NB) is a long-standing, albeit small, provider of reinsurance capacity to the global trade credit and surety markets and has a niche position in the Dutch and Belgian surety markets. • Operating performance compares well historically with larger peers. • The company's global credit and surety business is highly sensitive to shifts in global economies. Financial Risk Profile: Strong • Capital adequacy is a key strength for the rating and we would not expect to see it weakened by distributions to shareholders. • The small absolute size of capital leaves the company more exposed to volatility in its underwriting and investments. • There is some concentration risk-through bank deposits and fixed-income investments-to the financial services sector. Other Factors We consider NB's subsidiary, Curaçao-based credit and surety reinsurer Nationale Borg Reinsurance N.V.(NBRe), to be core to the NB group. WWW.STANDARDANDPOORS.COM/RATINGSDIRECT JANUARY 30, 2014 2 1303946 | 300057575 Nationale Borg-Maatschappij N.V. Outlook: Stable The stable outlook on NB reflects Standard & Poor's Ratings Services' view that the company's capital adequacy provides a substantial buffer against a still-uncertain economic environment for its key lines of business. This applies particularly to its inward reinsurance portfolio, for which NB retains the risks entirely on its balance sheet. Consequently, we expect NB to maintain extremely strong capital adequacy. Downside scenario We might lower the ratings on NB if, contrary to our expectations: Capital adequacy deteriorated below the 'AAA' rating category for a prolonged period. This could result from an unexpectedly high return of capital to shareholders or a sharp increase in the frequency of claims in the inward reinsurance book; Earnings weakened to substantially less than our base-case assumptions, preventing the company from sustaining capital capable of supporting the 'A-' rating during the next two years. Upside scenario We do not currently see any upside to the ratings. Base-Case Scenario WWW.STANDARDANDPOORS.COM/RATINGSDIRECT JANUARY 30, 2014 3 1303946 | 300057575 Nationale Borg-Maatschappij N.V. Macroeconomic Assumptions • Growth in emerging markets will outpace growth in developed markets, albeit at a lower rate (see Table 1 below). • Insurance penetration in emerging markets is growing. Table 1 Standard & Poor's Real GDP Growth Scenarios For Selected Countries --Baseline forecast-(%) 2013f 2014f 2015f Germany 0.5 1.8 1.7 France 0.2 0.6 1.4 Italy (1.8) 0.4 0.9 Spain (1.2) 0.8 1.2 Netherlands (1.2) 0.2 1.1 Belgium (0.1) 0.8 1.5 Eurozone (0.6) 0.9 1.3 U.K. 1.5 2.3 2.0 Switzerland 1.7 2.0 2.1 Australia 2.5 2.6 3.0 Brazil 0.9 2.0 2.5 Canada 1.7 1.9 2.5 China 7.6 7.4 7.2 India 4.8 6.0 6.3 Japan 1.8 1.4 1.2 Mexico 3.8 1.5 3.2 U.S. 2.2 2.3 3.1 f--Forecast. Company-Specific Assumptions • Although we anticipate a return of capital to shareholders, we still expect capital adequacy to remain extremely strong. • We expect gross premium to decline by about 3% in 2013, mainly due to a cutback in writings of Dutch surety business, accompanied by stable volumes in inward reinsurance. For 2014, we expect premiums for the surety business to rebound, driven by increases in premium rates, rather than exposures. • The combined (loss and expense) ratio to weaken to about 95% in 2013, reflecting the €5 million net impact of an abnormally large claim on the Dutch surety book. We expect the ratio to return closer to the five-year average of about 90% in 2014-2015. • Net income of about €7 million in 2013, of which approximately €2 million derived from investments. WWW.STANDARDANDPOORS.COM/RATINGSDIRECT JANUARY 30, 2014 4 1303946 | 300057575 Nationale Borg-Maatschappij N.V. Key Metrics 2014F 2013F 2012 2011 2010 Gross premiums written (mil. €) >93 >90 94.0 90.0 83.0 Net income (mil. €) >9 >7 9.9 8.0 17.9 Return on shareholders' equity (%) >10 >9 12.1 9.8 21.9 P/C net combined ratio (%) 85-90 93-95 91.7 84.9 81.2 Net investment yield (%) 1.8 1.6 2.6 (1.0) (5.5) S&P capital adequacy Extremely strong Extremely strong Extremely strong Strong Very strong Company Description Founded in 1893 and based in Amsterdam, NB writes direct surety insurance in the Dutch and Belgian markets and, through NBRe, credit and surety reinsurance internationally. Egeria Capital B.V. and HAL Investments B.V. acquired NB from ING Groep N.V. in July 2007. NB posted gross premiums written (GPW) of €93.7 million in 2012, compared with €90.3 million in 2011. The group's 2012 GPW comprised 71% of assumed reinsurance, with the remaining 29% consisting of commercial guarantees and purchase guarantees for private individuals. Nieuwegein-based Nationale Waarborg B.V., which NB acquired in September 2008, underwrites the group's purchase guarantee business. NB's Curaçao-based subsidiary NBRe underwrites the group's inward reinsurance business. This was previously written by the parent, which continues to underwrite the group's direct surety business. Business Risk Profile: Satisfactory We regard NB's business risk profile as satisfactory, reflecting its position as a long-standing, albeit small, provider of reinsurance capacity to the global trade credit and surety markets and its niche position in the Dutch and Belgian surety markets. However, this specialization, together with the high sensitivity of global trade credit business to shifts in global economies, constrains our overall view of NB's business risk. Insurance industry and country risk We believe NB faces intermediate industry and country risk. For the purposes of our analysis, we assume that, notwithstanding the presence of its Dutch and Belgian surety business, in terms of risk exposure NB has greater similarities to the global trade credit sector. We view country risk for this sector as low because exposures are globally diversified and strongly weighted in wealthy and stable mature markets. Our intermediate view of industry risk primarily reflects the sector's high volatility of loss ratios. The evolution of claims is highly correlated to trends in the economic cycle. In addition, premiums are generally tied to clients' trade volumes, which decline in times of recession. The combination of these elements results in significant swings in loss ratios, such as during the 2009 global recession, in which we estimate the trade credit industry combined ratio deteriorated by about 40 points compared with pre-crisis levels. On the other hand, the ability to capture and monitor credit quality data of many thousands of companies and WWW.STANDARDANDPOORS.COM/RATINGSDIRECT JANUARY 30, 2014 5 1303946 | 300057575 Nationale Borg-Maatschappij N.V. the need to provide international coverage create very high operational barriers to entry in our view. Competitive position We consider that NB has an adequate competitive position. In our view, NB's proven expertise in the Dutch and Belgian surety markets, in which we believe the group has built a strong reputation as a result of its tailored products, underpins its competitive position. We also believe that NB has established a good position as a reputable provider of credit and surety reinsurance capacity. This has enabled NB to diversify its revenue sources, both by business line and through the geographical spread of the cedants' portfolios. However, notwithstanding this relative diversification, NB's specialization as a surety insurer and credit and surety reinsurer constrains our view of its competitive position. Surety-insurance business NB's expertise, particularly in the midsize enterprise market, has translated into a defendable and stable market share of 10% in the Dutch and Belgian guarantee market in recent years, defining NB as the largest nonbank player. The group's main competitors are the national banks, which hold a market share of about 85% in the Netherlands and Belgium, according to the group's estimate. In our opinion, the group has benefited from a low level of competition from other insurers in these two markets. Its nonbank competitors are Euler Hermes Interborg and Ducroire Delcredere. Given the nature of the surety business, diversification of exposures is difficult to achieve by sector. Consequently, the construction, transport, logistics, and capital goods manufacturers industries represented a high 67% of surety premium income in 2012. The remaining exposure relates to custom bonds and the food and beverage sector. We view positively NB's scaling back of surety exposures in the light of weakening economic conditions, notably in the Netherlands. However, we expect to see tariff increases result in premium growth of about 10% for the surety business in 2014. Credit and surety reinsurance business NB's reinsurance business is the largest contributor to the group's premium income with GPW of €66 million at year-end 2012, representing a growth rate of over 10% compared with 2011. The group views its exposure to international credit and surety markets as providing a stable and more diversified spread of risk than the more-concentrated risks in its guarantee business. This exposure also supports the guarantee business by providing market intelligence. Nevertheless, NB continues to be a follower player in this market as it has only a limited presence in reinsurance treaties and is not able to influence pricing. Furthermore, we believe that the increasing weight of this portfolio may lead to a shift in the competitive dynamics of the NB group over the medium term. However, we expect to see a reversal of this trend in 2014, with a softening of premium rates leading to a stabilization of inward reinsurance volumes. Table 2 Competitive Position --Year ended Dec. 31-(Mil. €) Gross premiums written Change in gross premiums written (%) Net premiums written Change in net premiums written (%) Reinsurance utilization (%) 2012 2011 2010 2009 2008 93.7 90.4 83 70.6 65.2 3.7 8.8 17.7 8.2 3.0 78.0 74.6 66.6 56.3 51.8 4.5 12.1 18.1 8.9 4.6 16.8 17.5 19.8 20.1 20.7 WWW.STANDARDANDPOORS.COM/RATINGSDIRECT JANUARY 30, 2014 6 1303946 | 300057575 Nationale Borg-Maatschappij N.V. Table 2 Competitive Position (cont.) Business Segment (% of GPW) Surety 27.8 41.9 39.4 39.0 36.6 Reinsurance 72.2 58.1 60.6 61.0 63.4 Financial Risk Profile: Strong We regard NB's financial risk profile as strong, particularly reflecting its extremely strong capital adequacy and good profitability. However, the small absolute size of capital leaves the company more exposed to earnings volatility, while there is some concentration risk to the financial services sector. Capital and earnings NB's capital position is a key strength for the rating. We regard capital and earnings as strong, and our base-case scenario assumes that this will remain so. We expect that the company's good earnings and conscious policy of managing exposures will sustain its extremely strong capital adequacy, but that NB will continue to return capital to its shareholders. However, the small absolute size of capital leaves the company more exposed to volatility of underwriting and investments. Table 3 Capital --Year ended Dec. 31-(Mil. €) 2012 Total capital (reported) Change in total capital (reported) (%) S&P capital adequacy 2011 2010 2009 2008 83.4 81.1 81.3 82.4 78.0 2.9 (0.4) (1.3) 5.6 (1.8) Extremely strong Strong Very strong Very strong Very strong We assume in our base-case scenario a post-tax operating profit of €7 million in 2013, when we expect the combined ratio to increase to about 95%, reflecting the €5 million net impact of an abnormally large claim on the Dutch surety book. We expect the ratio to return closer to the five-year average of about 90% in 2014-2015, with post-tax operating profit increasing to at least €9 million annually. We expect that inward reinsurance will continue to be the major contributor to earnings. We believe that results for the surety book of business will benefit from tariff increases, offsetting a softening market for the reinsurance book. Table 4 Earnings --Year ended Dec. 31-(Mil. €) 2012 2011 2010 2009 2008 Total revenues 79.7 75.3 66.8 61.5 55.9 EBIT adjusted 10.0 14.0 14.7 6.5 13.1 9.9 8.0 17.9 7.6 0.3 Return on shareholders' equity (reported) 12.1 9.8 21.9 9.5 0.4 P/C net expense ratio (%) 45.3 41.6 40.0 42.1 42.2 Net income WWW.STANDARDANDPOORS.COM/RATINGSDIRECT JANUARY 30, 2014 7 1303946 | 300057575 Nationale Borg-Maatschappij N.V. Table 4 Earnings (cont.) P/C net loss ratio (%) 46.4 43.3 41.2 50.2 43.4 P/C net combined ratio (%) 91.7 84.9 81.2 92.3 85.6 P/C return on revenue (%) 12.5 18.5 22.0 10.6 23.4 Risk position In our view, NB has an intermediate risk position. The company's investment portfolio has a high percentage of cash, while the bond portfolio is of very strong credit quality; 100% was invested in Dutch and German sovereign bonds rated 'AA+' or higher at the end of the third quarter of 2013. Although there is a high (60%) concentration risk to the financial services sector, this reflects the high level of bank deposits. Furthermore, the fact that the entities in which the portfolio is concentrated consist largely of systemically important banks mitigates this risk. Table 5 Risk Position --Year ended Dec. 31-(Mil. €) 2012 2011 2010 2009 2008 Total invested assets 158 161.1 160.2 149.7 139.5 Net investment income 2.7 2.2 2.5 1.9 3.7 Net investment yield (%) 1.7 1.3 1.6 1.3 2.6 Net investment yield including realized capital gains/(losses) (%) 1.2 3.0 3.9 1.4 (4.9) Net investment yield including all gains/(losses) (%) 2.6 (1.0) 5.5 4.3 (4.7) Cash and short-term investments 60.8 60.6 58.0 64.0 81.2 Bonds 17.1 21.2 20.5 18.8 7.7 Equity investments 18.0 14.3 16.6 11.3 7.0 4.0 4.0 4.9 5.9 4.0 Investment Portfolio Composition (%) Real estate Financial flexibility We consider NB's financial flexibility to be adequate. NB presently has limited capital needs from its planned organic growth. Despite its strong profit generation, we view financial flexibility as only good because of NB's shareholding structure, whereby net income is almost fully upstreamed to shareholders, and given its limited ability to raise additional financing directly in the open market. However, the shareholders have indicated that they are willing to supply additional capital in case of need. Other Assessments We regard NB's adequate enterprise risk management (ERM) and satisfactory management and governance as neutral for our ratings. Enterprise risk management: Adequate We regard NB's ERM as adequate. We base our assessment on NB's adequate risk management culture and adequate controls for most of its key risks: underwriting, claims handling, and reinsurance risks. We consider NB's ERM to be of WWW.STANDARDANDPOORS.COM/RATINGSDIRECT JANUARY 30, 2014 8 1303946 | 300057575 Nationale Borg-Maatschappij N.V. low importance to its rating, owing to the group's somewhat small size and its high capitalization. In our opinion, the recent appointment of a new chief financial officer/chief risk officer (CFO/CRO) is likely to raise the profile of ERM at board level as well as enabling a more holistic approach to ERM. Management and governance: Satisfactory We consider NB's management and governance to be satisfactory. The company has a track record of strong execution and generally conservative and reasonable financial management. The considerable expertise and experience of the management team support the company's operational effectiveness. The company has adjusted its strategy to reflect changes in market conditions, scaling back the previous strong growth in its reinsurance business and at the same time applying tariff increases on its surety book, which it believes the market can withstand. NB's focus on the bottom line means that standards for operational performance remain strong, supported by the company's use of Economic Value Added (EVA) principles as a performance metric. However, we believe that the small size of the company leaves it susceptible to the loss of key personnel, which may temporarily affect its operations. We have not identified any governance deficiencies in our assessment. Liquidity: Strong We consider NB's liquidity to be strong, owing to its solid available liquidity sources, mainly premium income, and an asset portfolio that contains about €150 million in marketable securities. The company has some exposure to rating triggers and subsequent requirements to place collateral, but we regard these as manageable. As regards liquidity stress derived from an unexpectedly large claims payment, we believe the company's reinsurers would provide it with funds at short notice, so protecting the company's liquidity position. Accounting Considerations The consolidated financial statements published by NB are prepared in accordance with International Financial Reporting Standards (IFRS). In analyzing these accounts, we have shown shareholder funds net of dividends paid. Since 2007, in compliance with IFRS, NB has consolidated NBRe. Our analysis of risk-based capital is consistent with our published criteria for credit and surety insurance. Accordingly, we have calculated required capital based on the gross loss over gross exposure method, whereby the highest gross loss over 10 years is compared with gross exposure over the same period. The highest ratio over this period is then used to derive the 'BBB' level of required capital based on the current net exposure. Required capital is scaled upward for higher rating levels. Related Criteria And Research Related Criteria • Trade Credit Insurance Capital Requirements Under Standard & Poor’s Capital Adequacy Model, Dec. 6, 2013 • Group Rating Methodology, Nov. 19, 2013 • Insurers: Rating Methodology, May 7, 2013 WWW.STANDARDANDPOORS.COM/RATINGSDIRECT JANUARY 30, 2014 9 1303946 | 300057575 Nationale Borg-Maatschappij N.V. • • • • Enterprise Risk Management, May 7, 2013 Management and Governance Credit Factors For Corporate Entities And Insurers, Nov. 13, 2012 Principles Of Credit Ratings, Feb. 16, 2011 Refined Methodology And Assumptions For Analyzing Insurer Capital Adequacy Using The Risk-Based Insurance Capital Model, June 7, 2010 Related Research • Standard & Poor’s Assigns Insurance Industry And Country Risk Assessments, May 7, 2013 Note: Nationale Borg-Maatschappij N.V. is domiciled in The Netherlands. Nationale Borg-Reinsurance N.V. is domiciled in Curacao. Ratings Detail (As Of January 30, 2014) Operating Companies Covered By This Report Nationale Borg-Maatschappij N.V. Financial Strength Rating Local Currency A-/Stable/-- Counterparty Credit Rating Local Currency A-/Stable/-- Nationale Borg Reinsurance N.V. Financial Strength Rating Local Currency A-/Stable/-- Counterparty Credit Rating Local Currency Domicile A-/Stable/-Netherlands *Unless otherwise noted, all ratings in this report are global scale ratings. Standard & Poor's credit ratings on the global scale are comparable across countries. Standard & Poor's credit ratings on a national scale are relative to obligors or obligations within that specific country. Additional Contact: Insurance Ratings Europe; [email protected] WWW.STANDARDANDPOORS.COM/RATINGSDIRECT JANUARY 30, 2014 10 1303946 | 300057575 Copyright © 2014 Standard & Poor's Financial Services LLC, a part of McGraw Hill Financial. All rights reserved. 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