Personal Auto Securitization Northwest Actuarial Forum Parr Schoolman, FCAS, MAAA Vice President & Actuary Aon Re Services September 5, 2008 Proprietary & Confidential Agenda Slide Section 1 Securitization History Section 2 Personal Auto Securitization Section 3 Personal Auto Securitization Example - Axa Sparc2 Section 4 Conclusion Proprietary & Confidential 1 Section 1: Securitization History Proprietary & Confidential Securitization History US Government Sponsored Entities 1938 US Congress established The Federal National Mortgage Association (“Fannie Mae”, or FNMA) • Original mandate was to buy Federal Housing Administration and Veterans Administration loans from lenders. 1968 US Congress divides Fannie Mae into two organizations: • FNMA – Privatized with a mandate to establish a secondary market of conventional mortgages • Government National Mortgage Association (“Ginnie Mae” or GNMA) - remained a government entity within the Department of Housing and Urban Development, and used to finance government assisted housing programs 1970 The Federal Home Loan Mortgage Corporation (“Freddie Mac”, or FHLMC) was established as a government-chartered corporation owned by 12 Federal Home Loan banks. • Eventually privatized in 1989 Though privatized, Fannie Mae and Freddie Mac can borrow directly from the US Treasury. Source: The Handbook of Fixed Income Securities, Fabozzi, Frank J., 6thEdition, 2001 Proprietary & Confidential 3 Securitization History Mortgage Backed Securities Asset securitization started with Mortgage Backed Securities associated with these GSE’s • 1970 GNMA issued the first Mortgage Backed Securitization • Freddie Mac followed in 1971, Fannie Mae in 1981 GSE’s pooled the mortgages they had purchased, and created securities with the resulting mortgage payment cashflows on these pools • GSE’s guaranteed interest and principle payments on these securities – GNMA securities had the explicit guarantee of the US government – Securities issued by Fannie, Freddie where guaranteed by the GSE. • Payments to bond holders on a monthly basis, including both interest and principle payments Securities were pure pass-throughs, with principle and interest payments of the pooled mortgages shared proportionally by all notes • Like quota share and pooling agreements for insurance Source: The Handbook of Fixed Income Securities, Fabozzi, Frank J., 6th Edition, McGraw-Hill 2001 Proprietary & Confidential 4 Securitization History CMO Innovation 1983 Freddie Mac and Salomon Brothers created the first multi-class mortgage security – the Collateralized Mortgage Obligation. Created Three Tranches – Short, Intermediate, and Long term obligations • Short – Received first principle payments • Intermediate – Received principle payments after Short notes were redeemed • Long – Last to received principle payments 30 YEAR MORTGAGE PRINCIPLE PAYMENT SCHEDULE 1 25 49 73 97 121 145 169 193 217 30 YEAR MORTGAGE POOL PREDICTED PRINCIPLE SCHEDULE 241 265 289 313 337 1 25 49 73 Month 121 145 169 193 Month Source: 1. A Primer on Securitization, Kendall, Leon T., Fishman, Michael J. MIT Press, 2000 2. The Handbook of Fixed Income Securities, Fabozzi, Frank J., 6th Edition, McGraw-Hill 2001 Proprietary & Confidential 97 5 217 241 265 289 313 337 Securitization History Other Asset Backed Security Innovations • First ABS Transaction – 1985, Sperry Corporation sold notes backed by computer leases • Auto Loans – First transaction in 1986, GMAC raised $4B in notes backed by automobile loans • Other Asset Classes: – Credit Card Receivables – Student Loans – Home Equity Loans • Other innovations – CDO: Securitization of pools of loans/notes/MBS/ABS – CDO2: Securitization of pools of CDO’s Source: 1. Cowan, Cameron, L – Testimony before the United States Howes of Representatives Subcommittee on Housing and Community Opportunity Subcomittee on Financial Institutions and Consumer Credit, November 5, 2003 2. Source: A Primer on Securitization, Kendall, Leon T., Fishman, Michael J. MIT Press, 2000 Proprietary & Confidential 6 Securitization Structuring Structured Finance Securitizations are very similar to the concept of insurance • Credit losses on pooled assets/receivables/cashflows are more predictable than when they are held separately – Law of Large Numbers • Re-structuring cashflows of pooled assets allows for the creation of debt securities that have tranches with a lower probability of default than achievable if each asset evaluated separately Tranche I Tranche II Tranche III Proprietary & Confidential 7 Securitization – Basic Structure Future Cashflows Proceeds Sponsor Company Asset Pool Priciple & Interestt Debt Senior Debt Tranches Special Purpose Vehicle Debt Investors Debt (SPV) Proceeds less Fees Proceeds Proceeds Jr Debt Tranche Shares Proceeds Preferred Shares Priciple & Interestt Proceeds Residual Cashflow Proceeds Fees Collateral Manager Trustee Sponsor company exchanges asset pool for cash. Collateral Manager purchases and manages assets in accordance with set guidelines. Trustee ensures compliance with guidelines and structure features. Proprietary & Confidential 8 Equity Investors, Sponsor Co Securitization Benefits Borrower Sponsor/Originator Investor More consistent funding availability Ability to convert assets into cash Increased supply of “investment grade” debt Increased borrowing options regarding duration and debt covenants Profits on sale, with increased servicing income More investment options regarding duration and credit quality Cheaper source of capital for non-financial institutions compared to general debt issuance More efficient use of capital Enhanced diversification and liquidity Proprietary & Confidential 9 Section 2: Personal Auto Securitization Proprietary & Confidential Personal Auto Securitization Proposed Structure Reinsurance Agreement Debt Ceded Premium Sponsor Company Sliding Scale Ceding Commission, Loss Payments Special Purpose Reinsurance Vehicle Senior Senior Debt Tranches Cash Debt Investors Junior Debt Jr Debt Tranche Cash Debt Investors A Special Purpose Reinsurer is created to issue debt, and provide reinsurance to sponsor insurance company. Reinsurer issued debt is linked to the loss experience of the reinsurance agreement • Debt will default if losses exceed threshold • Otherwise, premium will be used to pay off debt and interest Allows debt as part of the required capital to support the personal auto premium, reducing the ultimate cost of capital Proprietary & Confidential 11 Personal Auto Securitization Tranches Debt acts as a collateralized aggregate stop loss reinsurance cover • If Loss Ratio > Tranche Attachment Loss Ratio, principle becomes at risk Equity Tranche • If Loss Ratio < Tranche Attachment Loss Ratio, principle repaid to debt investor Jr Tranche Sr Tranche The closer the debt attachment loss ratio to the expected loss ratio, the longer the time required to settle. • Jr Tranche typically covers a single accident year Expected Loss Ratio Spread above ELR Proprietary & Confidential • Sr Tranche can be a multi-year cover Debt Trigger Loss Ratio 12 Section 3: Personal Auto Securitization Example - Axa Sparc2 Proprietary & Confidential Axa: SPARC2 Transaction 4 Reinsurance Agreements Axa Belgium Axa Germany Senior Debt Tranches Nexgen Re Senior Debt Cash Institutional Investors Junior Jr Debt Tranche Axa Italy Axa Spain Debt Cash Institutional Investors Transaction completed June 2007 Guaranty by Axa of each insurer‘s obligations under Reinsurance Agreements Axa’s second auto (Motor liability) securitization transaction • Securitized French motor liability in 2006 Axa • This transaction securitized a motor liability portfolio of country specific subsidaries Proprietary & Confidential 14 Axa: SPARC2 Transaction Debt Tranches Loss Ratio: 69.0% 72.5% 74.3% 78.9% 89.0% 93.2% Class C noasfasdfasf Equity Tranche Class D notes Class C notes Class B notes Class A notes Rating (S&P/Fitch) Retained by Axa BB/BB- BBB-/BBB A/A+ AAA/AAA Amount 39.2M Eur 100.1M Eur 220.0M Eur 91.5M Eur Loss Ratio Spread +3.5% +5.3% +9.9% +20% Class D – Junior Debt Tranche covering a single accident year Class A, B, C – Senior Debt Tranches covering multiple accident years Equity Tranche – Retained by Axa Debt Tranches are the equivalent of an aggregate stop loss reinsurance cover, providing 20.7% loss ratio points of coverage excess a loss ratio of 72.5%. Proprietary & Confidential 15 Axa: SPARC2 Transaction Quota Share Agreements 4 Reinsurance Agreements 4 country specific subsidiaries entered into QS reinsurance agreements with Nexgen Re Axa Belgium Each subsidiary required to retain 15% of cession Axa Germany Nexgen Re Reinsurance treaties will cover claims arising from motor insurance for a period of 1 year only Axa Italy Insurers pay premium to Nexgen Re, recieve back a fixed commission and proportional losses of the pool Axa Spain Individual claim severities capped (varies by country) Guaranty by Axa of each insurer‘s obligations under Reinsurance Agreements Axa Minimum average premium per policy guarantee provided by insurers For each year, the sum of each insurer’s planned loss ratio is used to determine the Global Loss Ratio • 69.0% for 2007 Axa guarantees each insurer subsidiary’s obligations under the reinsurance agreements Proprietary & Confidential 16 Axa: SPARC2 Transaction Senior Debt Tranches Senior Debt Tranches Senior Debt Tranches Senior Nexgen Re Maturity date July 2013, with an expected maturity date of July 2011 Debt Cash Institutional Investors Junior Jr Debt Tranche Loss Ratio: 69.0% 72.5% 74.3% Debt 78.9% Class C noasfasdfasf Equity Tranche Class D notes Class C notes Rating (S&P/Fitch) Retained by Axa BB/BB- Amount Loss Ratio Spread Institutional Investors Cash 89.0% 93.2% Class B notes Class A notes BBB-/BBB A/A+ AAA/AAA 39.2M Eur 100.1M Eur 220.0M Eur 91.5M Eur +3.5% +5.3% +9.9% +20% Three Tranches, with separate debt ratings Covers multiple accident years (although only 1 at a time) • If ultimate loss ratio is determined to be less than the senior note trigger, the notes are to roll over to cover the next accident year • At the end of each annual cover period, reinsurance treaty may be renewed subject to rating agency affirmation, and that no loss ratio trigger or termination event has occurred If loss ratio exceeds the trigger an appraisal procedure is triggered • Auditor review of premium and loss files (open and closed claims) • Actuarial review • Process could take up to 2 years Proprietary & Confidential 17 Axa: SPARC2 Transaction Junior Tranche Junior Debt Tranche Senior Debt Tranches Senior Nexgen Re Debt Cash Institutional Investors Attaches 3.5% loss ratio points above Global Plan Loss Ratio of 69.0% Junior Jr Debt Tranche Loss Ratio: 69.0% 72.5% 74.3% Class C noasfasdfasf Equity Tranche Class D notes Class C notes Rating (S&P/Fitch) Retained by Axa BB/BB- Amount Loss Ratio Spread Debt Institutional Investors Cash 78.9% Maturity date July 2010, with an expected maturity date of July 2008 89.0% 93.2% Class B notes Class A notes BBB-/BBB A/A+ AAA/AAA 39.2M Eur 100.1M Eur 220.0M Eur 91.5M Eur +3.5% +5.3% +9.9% +20% Covers a single accident year • Implication is that a separate Junior Tranche would be created for each new accident year If ultimate loss ratio is determined to be less than 72.5%, the notes expected to be redeemed If loss ratio is above 72.5% an appraisal procedure is triggered • Auditor review of premium and loss files (open and closed claims) • Actuarial review Proprietary & Confidential 18 Axa: SPARC2 Transaction Benefits Axa Press Release June 4, 2007 This transaction also confirms that insurance-linked securities (ILS) are an effective alternative to the reinsurance market, even for diversified liabilities, while eliminating counterparty risk. In addition the growing ability to transfer risks to the financial markets should contribute to put the insurance industry on a level playing field with banks “This new transaction further demonstrates AXA’s permanent search for innovation, which is a key driver of our Ambition 2012 program,” said Denis Duverne, AXA’s chief financial officer and member of the management board. “Through this pan-European securitization, AXA intends to crystallize the economic benefits of mutualisation and diversification and to anticipate the expected evolution of the regulatory environment (Solvency II), which will take into account the retained risks.” “We are confident that the market for ILS will continue to develop, as they are an efficient risk and capital management tool for the insurance industry, as well as a new attractive asset class for investors.” Proprietary & Confidential 19 Section 4: Conclusion Proprietary & Confidential Personal Auto Liability Securitization Potential Benefits, Challenges Benefits Challenges Alternative capital source for insurers Regulatory and rating agency treatment Allows for the creation of a more efficient capital structure for low volatility lines of business Accounting & Tax treatment Fully collateralized, eliminating counterparty risk associated with traditional reinsurance Sponsor Company Demand Strong capitalization reduces need for capital raising Strong Debt Rating Reversed cashflows compared to MBS, ABS transactions (securitizing cashflows around a liability, rather than an asset) Proprietary & Confidential 21