HCC INSURANCE HOLDINGS INC/DE/ Item 1A Risk Factors Risks Relating to our Industry Because we are a property and casualty insurer, our business may suffer as a result of unforeseen catastrophic losses |
Property and casualty insurers are subject to claims arising from catastrophes |
Catastrophic losses have had a significant impact on our historical results |
Catastrophes can be caused by various events, including hurricanes, tsunamis, windstorms, earthquakes, hailstorms, explosions, severe winter weather and fires and may include man-made events, such as terrorist attacks |
The incidence, frequency and severity of catastrophes are inherently unpredictable |
The extent of losses from a catastrophe is a function of both the total amount of insured exposure in the area affected by the event and the severity of the event |
Insurance companies are not permitted to reserve for a catastrophe until it has occurred |
Catastrophes can cause losses in a variety of our property and casualty lines, and most of our past catastrophe-related claims have resulted from hurricanes and earthquakes; however, we experienced a significant loss as a result of the September 11, 2001 terrorist attack |
Most of our exposure to catastrophes comes from our London market account |
Although we typically purchase reinsurance protection for risks we believe bear a significant level of catastrophe exposure, the nature or magnitude of losses attributed to a catastrophic event or events may result in losses which exceed our reinsurance protection |
It is therefore possible that a catastrophic event or multiple catastrophic events could have a material adverse effect on our financial position, results of operations and liquidity |
The insurance and reinsurance business is historically cyclical, and we expect to experience periods with excess underwriting capacity and unfavorable premium rates, which could cause our results to fluctuate |
The insurance and reinsurance business historically has been a cyclical industry characterized by periods of intense price competition due to excessive underwriting capacity, as well as periods when shortages of capacity permitted an increase in pricing and, thus, more favorable premium levels |
An increase in premium levels is often over time offset by an increasing supply of insurance and reinsurance capacity, either by capital provided by new entrants or by the commitment of additional capital by existing insurers or reinsurers, which may cause prices to decrease |
Any of these factors could lead to a significant 26 _________________________________________________________________ [80]Table of Contents reduction in premium rates, less favorable policy terms and fewer opportunities to underwrite insurance risks, which could have a material adverse effect on our results of operations and cash flows |
In addition to these considerations, changes in the frequency and severity of losses suffered by insureds and insurers may affect the cycles of the insurance and reinsurance business significantly |
These factors may also cause the price of our common stock to be volatile |
Our loss reserves are based on an estimate of our future liability, which may prove to be inadequate |
We maintain loss reserves to cover our estimated liability for unpaid losses and loss adjustment expenses, including legal and other fees as well as a portion of our general expenses, for reported and unreported claims incurred at the end of each accounting period |
Reserves do not represent an exact calculation of liability |
Rather, reserves represent an estimate of what we expect the ultimate settlement and administration of claims will cost |
These estimates, which generally involve actuarial projections, are based on our assessment of facts and circumstances then known, as well as estimates of future trends in claims severity, frequency, judicial theories of liability and other factors |
These variables are affected by both internal and external events, such as changes in claims handling procedures, inflation, judicial trends and legislative changes |
Additionally, there may be a significant reporting delay between the occurrence of the insured event and the time it is reported to us |
The inherent uncertainties of estimating reserves are greater for certain types of liabilities, particularly those in which the various considerations affecting the type of claim are subject to change and in which long periods of time may elapse before a definitive determination of liability is made |
Reserve estimates are continually refined in a regular and ongoing process as experience develops and further claims are reported and settled |
Adjustments to reserves are reflected in our results of operations in the periods in which such estimates are changed |
Because setting reserves is inherently uncertain, there can be no assurance that current reserves will prove adequate in light of subsequent events |
If actual claims prove to be greater than our reserves, our financial position, results of operations and liquidity may be adversely affected |
The effects of emerging claim and coverage issues on our business are uncertain |
As industry practices and legal, judicial, social and other environmental conditions change, unexpected and unintended issues related to claims and coverage may emerge |
These issues may adversely affect our business by either extending coverage beyond our underwriting intent or by increasing the number or size of claims |
In some instances, these changes may not become apparent until some time after we have issued insurance or reinsurance contracts that are affected by the changes |
As a result, the full extent of liability under our insurance or reinsurance contracts may not be known for many years after a contract is issued and our financial position and results of operations may be adversely affected |
We are subject to extensive governmental regulation, which could adversely affect our business |
We are subject to extensive governmental regulation and supervision |
Our business depends on compliance with applicable laws and regulations and our ability to maintain valid licenses and approvals for our operations |
Most insurance regulations are designed to protect the interests of policyholders rather than shareholders and other investors |
In the United States, this regulation is generally administered by departments of insurance in each state in which we do business and includes a comprehensive framework of oversight of our operations and review of our financial position |
US Federal legislation may lead to additional federal regulation of the insurance industry in the coming years |
Also, foreign governments regulate our international operations |
Each foreign jurisdiction has its own unique regulatory framework which applies to our operations in that jurisdiction |
Regulatory authorities have broad discretion to grant, renew or revoke licenses and approvals |
Regulatory authorities may deny or revoke licenses for various reasons, including the violation of regulations |
In some instances, we follow practices based on our interpretations of regulations, or those we believe to be generally followed by the industry, which may be different from the requirements or interpretations of regulatory authorities |
If we do not have the requisite licenses and approvals and do not comply with applicable regulatory requirements, the insurance regulatory 27 _________________________________________________________________ [81]Table of Contents authorities could preclude or temporarily suspend us from carrying on some or all of our activities or otherwise penalize us |
That type of action could have a material adverse effect on our results of operations |
Also, changes in the level of regulation of the insurance industry (whether federal, state or foreign), or changes in laws or regulations themselves or interpretations by regulatory authorities, could have a material adverse effect on our business |
Virtually all states require insurers licensed to do business in that state to bear a portion of the loss suffered by some insureds as the result of impaired or insolvent insurance companies |
The effect of these arrangements could adversely affect our results of operations |
Our reliance on brokers subjects us to their credit risk |
In accordance with industry practice, we generally pay amounts owed on claims under our insurance and reinsurance contracts to brokers, and these brokers, in turn, pay these amounts over to the clients that have purchased insurance or reinsurance from us |
Although the law is unsettled and depends upon the facts and circumstances of the particular case, in some jurisdictions, if a broker fails to make such a payment, we might remain liable to the insured or ceding insurer for the deficiency |
Conversely, in certain jurisdictions, when the insured or ceding insurer pays premiums for these policies to brokers for payment over to us, these premiums might be considered to have been paid and the insured or ceding insurer will no longer be liable to us for those amounts, whether or not we have actually received the premiums from the broker |
Consequently, we assume a degree of credit risk associated with brokers with whom we transact business |
However, due to the unsettled and fact-specific nature of the law, we are unable to quantify our exposure to this risk |
Risks Relating to our Business Our increased retentions in various lines of business means that we are exposed to a greater portion of potential losses |
Over the past few years, we have significantly increased our retentions in a number of the lines of business underwritten by our insurance companies |
The determination to reduce the amount of reinsurance we purchase or not to purchase reinsurance for a particular risk or line of business is based on a variety of factors including market conditions, pricing, availability of reinsurance, the level of our capital and loss history |
Such determinations have the effect of increasing our financial exposure to losses associated with such risks or in the subject line of business and could have a material adverse effect on our financial position, results of operations and cash flows in the event of significant losses associated with such risks or lines of business |
If we are unable to purchase adequate reinsurance protection for some of the risks we have underwritten, we will be exposed to any resulting losses |
We purchase reinsurance for a portion of the risks underwritten by our insurance companies, especially volatile and catastrophe-exposed risks |
Market conditions beyond our control determine the availability and cost of the reinsurance protection we purchase |
In addition, the historical results of reinsurance programs and the availability of capital also affect the availability of reinsurance |
Our reinsurance facilities are generally subject to annual renewal |
We cannot assure that we can maintain our current reinsurance facilities or that we can obtain other reinsurance facilities in adequate amounts and at favorable rates |
Further, we cannot determine what effect catastrophic losses will have on the reinsurance market in general and on our ability to obtain reinsurance in adequate amounts and at favorable rates in particular |
If we are unable to renew or to obtain new reinsurance facilities, either our net exposures would increase or, if we are unwilling to bear such an increase, we would have to reduce the level of our underwriting commitments, especially in catastrophe-exposed risks |
Either of these potential developments could have a material adverse effect on our financial position, results of operations and cash flows |
The lack of available reinsurance may also adversely affect our ability to generate fee and commission income in our underwriting agency and reinsurance broker operations |
We purchase reinsurance by transferring, or ceding, part of the risk we have assumed as a primary insurer to a reinsurance company in exchange for part of the premium we receive in connection with the risk |
Through reinsurance, we have the contractual right to collect the amount above our retention from our reinsurers |
Although reinsurance makes the reinsurer liable to us to the extent the risk is transferred or ceded to the reinsurer, it does not relieve us, the reinsured, of our full liability to our policyholders |
Accordingly, we bear credit risk with respect to our reinsurers |
We cannot assure you that our reinsurers will pay all of our reinsurance claims, or that they will pay our claims on a timely basis |
Additionally, catastrophic losses from multiple primary insurers may accumulate within the more concentrated reinsurance market and result in claims which adversely impact the financial condition of such reinsurers and thus their ability to pay such claims |
If we become liable for risks we have ceded to reinsurers or if our reinsurers cease to meet their obligations to us, whether because they are in a weakened financial position as a result of incurred losses or otherwise, our financial position, results of operations and cash flows could be materially adversely affected |
As a primary insurer, we may have significant exposure for terrorist acts |
To the extent that reinsurers have excluded coverage for terrorist acts or have priced such coverage at rates that we believe are not practical, we, in our capacity as a primary insurer, do not have reinsurance protection and are exposed for potential losses as a result of any terrorist acts |
To the extent an act of terrorism is certified by the Secretary of Treasury, we may be covered under The Terrorism Risk Insurance Act, originally enacted in 2002 and subsequently extended, for up to 90prca of our losses in 2006 |
However, any such coverage would be subject to a mandatory deductible |
Our deductible under the Act during 2006 is dlra91dtta9 million |
If the Act is not extended beyond its currently stated termination date of December 31, 2007 or replaced by a similar program, our liability for terrorist acts could be a material amount |
We may be unsuccessful in competing against larger or more well established business rivals |
In our specialty insurance operations, we compete in narrowly-defined niche classes of business such as the insurance of private aircraft (aviation), directors’ and officers’ liability (diversified financial products), employer sponsored, self-insured medical plans (medical stop-loss), professional indemnity (diversified financial products) and surety (diversified financial products), as distinguished from such general lines of business as automobile or homeowners insurance |
We compete with a large number of other companies in our selected lines of business, including: Lloyd’s, ACE and XL in our London market business; American International Group and US Aviation Insurance Group (a subsidiary of Berkshire Hathaway, Inc |
) in our aviation line of business; United Health, Symetra Financial Corp |
and Hartford Life in our group life, accident and health business; and American International Group, The Chubb Corporation, ACE, St |
Paul Travelers and XL in our diversified financial products business |
We face competition from specialty insurance companies, underwriting agencies and reinsurance brokers, as well as from diversified financial services companies that are larger than we are and that have greater financial, marketing and other resources than we do |
Some of these competitors also have longer experience and more market recognition than we do in certain lines of business |
In addition to competition in the operation of our business, we face competition from a variety of sources in attracting and retaining qualified employees |
We cannot assure you that we will maintain our current competitive position in the markets in which we operate, or that we will be able to expand our operations into new markets |
If we fail to do so, our results of operations and cash flows could be materially adversely affected |
If the rating agencies downgrade us, our business and competitive position in the industry may suffer |
Ratings have become an increasingly important factor in establishing the competitive position of insurance companies |
Our insurance companies are rated by AM Best Company, Inc |
and Standard & Poor’s Corporation, whose ratings reflect their opinions of an insurance company’s and insurance holding 29 _________________________________________________________________ [83]Table of Contents company’s financial strength, operating performance, strategic position and ability to meet its obligations to policyholders and are not evaluations directed to investors |
Our ratings are subject to periodic review by those entities and the continuation of those ratings cannot be assured |
If our ratings are reduced from their current levels by those entities, our results of operations could be adversely affected |
We may require additional capital in the future, which may not be available or may only be available on unfavorable terms |
Our future capital requirements depend on many factors, including our ability to write new business successfully and to establish premium rates and reserves at levels sufficient to cover losses |
We may need to raise additional funds through financings or curtail our growth and reduce our assets |
Any equity or debt financing, if available at all, may be on terms that are not favorable to us |
In the case of equity financings, dilution to our shareholders could result, and in any case such securities may have rights, preferences and privileges that are senior to those of our common stock |
If we cannot obtain adequate capital on favorable terms or at all, our business, results of operations and liquidity could be adversely affected |
We may be unable to attract and retain qualified employees |
We depend on our ability to attract and retain experienced underwriting talent and other skilled employees who are knowledgeable about our business |
If the quality of our underwriting team and other personnel decreases, we may be unable to maintain our current competitive position in the specialized markets in which we operate and be unable to expand our operations into new markets, which could adversely affect our business |
We invest a significant amount of our assets in fixed income securities that have experienced market fluctuations, which may greatly reduce the value of our investment portfolio |
At December 31, 2005, dlra2dtta3 billion of our dlra3dtta3 billion investment portfolio was invested in fixed income securities |
The fair value of these fixed income securities and the related investment income fluctuate depending on general economic and market conditions |
With respect to our investments in fixed income securities, the fair value of these investments generally increases or decreases in an inverse relationship with fluctuations in interest rates, while net investment income realized by us from future investments in fixed income securities will generally increase or decrease with interest rates |
In addition, actual net investment income and/or cash flows from investments that carry prepayment risk (such as mortgage-backed and other asset-backed securities) may differ from those anticipated at the time of investment as a result of interest rate fluctuations |
An investment has prepayment risk when there is a risk that the timing of cash flows that result from the repayment of principal might occur earlier than anticipated because of declining interest rates or later than anticipated because of rising interest rates |
If any of the issuers of our fixed income securities suffer financial setbacks, the ratings on the fixed income securities could fall (with a concurrent fall in fair value) and, in a worst case scenario, the issuer could default on its financial obligations |
Historically, the impact of market fluctuations has affected our financial statements |
Because all of our fixed income securities are classified as available for sale, changes in the fair value of our securities are reflected in our other comprehensive income |
Similar treatment is not available for liabilities |
Therefore, interest rate fluctuations could adversely affect our financial position |
Unrealized pre-tax net investment losses on investments in fixed income securities were dlra29dtta3 million in 2005, dlra9dtta3 million in 2004 and dlra3dtta7 million in 2003 |
Our strategy of acquiring other companies for growth may not succeed |
Our strategy for growth includes growing through acquisitions of insurance industry related companies |
This strategy presents risks that could have a material adverse effect on our business and financial performance, including: 1) the diversion of our management’s attention, 2) our ability to assimilate the operations and personnel of the acquired companies, 3) the contingent and latent risks associated with the past operations of, and other unanticipated problems arising in, the acquired companies, 4) the need to 30 _________________________________________________________________ [84]Table of Contents expand management, administration and operational systems and 5) increased competition for suitable acquisition opportunities and qualified employees |
We cannot predict whether we will be able to acquire additional companies on terms favorable to us or if we will be able to successfully integrate the acquired operations into our business |
We do not know if we will realize any anticipated benefits of completed acquisitions or if there will be substantial unanticipated costs associated with new acquisitions |
In addition, future acquisitions by us may result in potentially dilutive issuances of our equity securities, the incurrence of additional debt and the recognition of potential impairment of goodwill and other intangible assets |
Each of these factors could adversely affect our financial position and results of operations |
We are an insurance holding company and, therefore, may not be able to receive dividends in needed amounts from our subsidiaries |
Historically, we have had sufficient cash flow from our non-insurance company subsidiaries to meet our corporate cash flow requirements for paying principal and interest on outstanding debt obligations, dividends to shareholders and corporate expenses |
However, in the future we may rely on dividends from our insurance companies to meet these requirements |
The payment of dividends by our insurance companies is subject to regulatory restrictions and will depend on the surplus and future earnings of these subsidiaries, as well as the regulatory restrictions |
As a result, should our other sources of funds prove to be inadequate, we may not be able to receive dividends from our insurance companies at times and in amounts necessary to meet our obligations, which could adversely affect our financial position and liquidity |
Because we operate internationally, fluctuations in currency exchange rates may affect our receivable and payable balances and our reserves |
We underwrite insurance coverages that are denominated in a number of foreign currencies and we establish and maintain our loss reserves with respect to these policies in their respective currencies |
Our net earnings could be adversely affected by exchange rate fluctuations, which would adversely affect receivable and payable balances and reserves |
Our principal area of exposure relates to fluctuations in exchange rates between the major European currencies (particularly the British pound sterling and the Euro) and the US dollar |
Consequently, a change in the exchange rate between the US dollar and the British pound sterling or the Euro could have an adverse effect on our results of operations |
Our information technology systems may fail or suffer a loss of security, which could adversely affect our business |
Our business is highly dependent upon the successful and uninterrupted functioning of our computer and data processing systems |
We rely on these systems to perform actuarial and other modeling functions necessary for writing business, as well as to process and make claims payments |
We have a highly trained staff that is committed to the development and maintenance of these systems |
However, the failure of these systems could interrupt our operations |
In addition, a security breach of our computer systems could damage our reputation or result in liability |
We retain confidential information regarding our business dealings in our computer systems |
We may be required to spend significant capital and other resources to protect against security breaches or to alleviate problems caused by such breaches |
It is critical that these facilities and infrastructure remain secure |
Despite the implementation of security measures, this infrastructure may be vulnerable to physical break-ins, computer viruses, programming errors, attacks by third parties or similar disruptive problems |
In addition, we could be subject to liability if hackers were able to penetrate our network security or otherwise misappropriate confidential information |