McGriff, Seibels & Williams, Inc. Ryan Erickson Trey Tasker, ACAS, MAAA Geoff Welsher Kevin Doyle McGriff, Seibels & Williams, Inc. McGriff, Seibels & Williams, Inc. Marsh, Fleet Solutions Artex Risk Solutions The Value Equation of Captives ◦ The impact of risk information ◦ In comparison to commercial insurance ◦ Real vs. advertised value Value by Type of Captive ◦ Single Parent Pure - 831(a) or 831(b) Sponsored - 831(a) or 831(b) ◦ Group Parent Group Captive Risk Retention Group Success Stories/Panel Discussion Retain Unfunded ------------------- • Self-Insurance • Deductible Programs Pre-Loss Funding --------- • Captive Insurance Company • Limited Risk Programs Post-Loss Funding -------- • Line of Credit • Contingent Capital Group Captive Risk Financing Options Share Risk Retention Group Group Dividend Program Transfer Non-Insurance Contracts - • Indemnification Agreements • Hold-Harmless Agreements Insurance ------------------- • Guaranteed Cost • Loss-Sensitive Programs Derivatives ----------------- • Futures and Forwards • Options Less Information More Information Fronted Program Large Deductible Small Deductible Experience Rating Self-insurance Classification Rating Schedule Rating Underwriting Guaranteed Cost What happens when the retention grows? This is when captives can be useful. Commercial insurance offers certain benefits Some of these benefits can be achieved by ◦ ◦ ◦ ◦ Self-Insurance Single-Parent Captives Group Captives Risk Retention Groups Commercial insurance offers some benefits that captive insurance does not offer Captive insurance offers some benefits that commercial insurance does not offer Risk Transfer Cost Reductions External Demands Service Expertise Catastrophic Hazard Events Efficiency of Diversification Debt-Related Covenants Assessment of Hazard Risks Uncontrollable Accelerated Tax Regulatory Hazard Events Requirements Deduction Prevention of Hazard Losses Protect Dir & Ofc Documented Expense Customer Expectations Handling of Hazard Claims Risk Transfer Cost Reductions External Demands Service Expertise Catastrophic Hazard Events Efficiency of Diversification Debt-Related Covenants Assessment of Hazard Risks Uncontrollable Accelerated Tax Regulatory Hazard Events Requirements Deduction Prevention of Hazard Losses Protect Dir & Ofc Documented Expense Customer Expectations Handling of Hazard Claims 1. This perspective is very Hazard-focused. Risk Transfer Cost Reductions External Demands Service Expertise Catastrophic Hazard Events Efficiency of Diversification Debt-Related Covenants Assessment of Hazard Risks Uncontrollable Accelerated Tax Regulatory Hazard Events Requirements Deduction Prevention of Hazard Losses Protect Dir & Ofc Documented Expense Customer Expectations Handling of Hazard Claims 2. A case study of large companies suggested that they could easily replace all but two of these benefits. Risk Transfer Cost Reductions External Demands Service Expertise Catastrophic Hazard Events Efficiency of Diversification Debt-Related Covenants Assessment of Hazard Risks Uncontrollable Accelerated Tax Regulatory Hazard Events Requirements Deduction Prevention of Hazard Losses Protect Dir & Ofc Documented Expense Customer Expectations Handling of Hazard Claims 3. These items are valuable. How do we replace these items? Risk Transfer Cost Reductions Frequency of Hazard Events Better Local Knowledge External Demands Service Expertise Uncontrollable Accelerated Tax Hazard Events Deduction Documented Expense Customer Expectations These items are among the benefits of captives. Commercial Insurance Regulatory requirements Expertise in risk Frequency of hazard risks Captive Insurance (Single-Parent) Debt-related covenants Severity of hazard risks Protect Dir & Ofc Customer Expectations Restores full tax deduction Better local knowledge Documents full expense Cost Coverage Capacity Control • Cash Flow • Availability • Increase • Regulation • Reinsurance • Broaden • New Risks • Claims • Cost Savings • Tailored • Build Limits • Reserves • Formal Cost Documentation • Uninsurable Risks • Access to Reinsurance • Profit Center Potential • Investment Income • Focus Risk Mgt Efforts • Tax Deduction Restoration • Enhance Loss Prevention • Stabilization Cost Coverage Capacity Control • Cash Flow • Availability • Increase • Regulation • Reinsurance • Broaden • New Risks • Claims • Cost Savings • Tailored • Build Limits • Reserves • Formal Cost Documentation • Uninsurable Risks • Access to Reinsurance • Profit Center Potential • Investment Income • Focus Risk Mgt Efforts • Tax Deduction Restoration • Enhance Loss Prevention • Stabilization Sufficient knowledge of loss potential to identify insurance cost savings by adjusting retaining liabilities that are overpriced in the insurance market; Opportunity for owners of private companies to transfer wealth to later generations on a tax-efficient basis for estate planning purposes; Sufficient volume of annual losses to generate accelerated tax deductions in excess of the costs required to capitalize and maintain the captive; Sufficient volume of annual losses to create annual cost stability by adjusting self-insured liabilities in reaction to the insurance market; Sufficient capitalization and long-term commitment to self-insure uninsurable or prohibitively expensive exposures; Create a profit center for external marketing to change the customer dynamics by offering insurance enhancements to customer contracts, rather than unilaterally pushing risk at customers; and/or Internal marketing to elevate awareness of the self-insurance program throughout the financial and operational culture of the parent company. The Value Equation of Captives ◦ The impact of risk information ◦ In comparison to commercial insurance ◦ Real vs. advertised value Value by Type of Captive ◦ Single Parent Pure - 831(a) or 831(b) Sponsored - 831(a) or 831(b) ◦ Group Parent Group Captive Risk Retention Group Success Stories/Panel Discussion Retain Unfunded ------------------- • Self-Insurance • Deductible Programs Pre-Loss Funding --------- • Captive Insurance Company • Limited Risk Programs Post-Loss Funding -------- • Line of Credit • Contingent Capital Group Captive Risk Financing Options Share Risk Retention Group Group Dividend Program Transfer Non-Insurance Contracts - • Indemnification Agreements • Hold-Harmless Agreements Insurance ------------------- • Guaranteed Cost • Loss-Sensitive Programs Derivatives ----------------- • Futures and Forwards • Options Pros ◦ ◦ ◦ ◦ Avoids “add-on costs” for small losses Avoid excessive carrier loss estimates Increases incentive for loss control Facilitates unbundling of services Cons ◦ ◦ ◦ ◦ ◦ Defers premium expense and its tax reduction Retains frequency risk Increases capital requirement Creates need for fronting insurer Creates need for LOCs Pros ◦ ◦ ◦ ◦ ◦ Avoid frequency risk Reduces surplus requirement Allocates capital to high margin layers Benefits from client’s incentive for loss control Improves flexibility in reserve adjustments Cons ◦ Loss of premium revenue ◦ Potential loss of service revenues Client Client Carrier Payment Demand Payment Claimant Paper Carrier Payment Claimant Premium Promise Promise Payment Demand Large Deductible Insurance Program Premium Client Guaranteed Cost Insurance Program Demand Self-Insured Risk Claimant Large Deductible Insurance Program Client Paper Promise Payment Premium Carrier Payment Premium Demand Reinsurer Promise Claimant “An insurance company formed under special purpose insurance laws to insure the exposures of its owners and/or affiliated companies.” Types of Captives ◦ Pure (Owner’s Capital) ◦ Sponsored (or Rent-a-Captive) ◦ Shared (or Group) Large Deductible Insurance Program Promise Client Paper Promise Promise Captive Indemnity Agreement Carrier Payment Premium Demand Reinsurer Premium Insuring Agreement Premium Claimant Captive indemnifies the deductible. Promise Promise Captive Premium Payment Demand Excess Carrier Client Premium Premium Promise Reinsurer Claimant Captive directly insures, with support. Promise Promise Client Premium Premium Promise Reinsurer Payment Demand Captive Fronting Reinsurer Premium Carrier Claimant Captive reinsures the direct insurer. Greater knowledge and understanding of insurance buyers on the value a captive program can bring to an organization Trends toward higher deductibles, higher premiums, more coverage exclusions, and less need for commercial insurance Favorable changes in the tax environment, including precedent-setting case law Desire by risk-takers to grow capacity for uninsured exposures Pro-active moves in anticipation of “hard market” pricing Desire of risk management to become a profit center Desire for greater flexibility in program design The “pure” captive is capitalized by its owner and insures only the risks of its shareholder or affiliated companies. The “sponsored” captive is a fully capitalized captive facility available to a single owner for a fee. Group captives may be formed as stock or mutual companies, but they require willingness to share risks with other insureds. 831(a) is the insurance company tax regs for most insurance companies ◦ More than $1.2 million in premium per annum ◦ Taxes on both underwriting income and investment income 831(b) is the insurance company tax regs for small insurance companies ◦ Up to $1.2 million in premium per annum ◦ Taxes on investment income only Tax Code 831(a) 831(b) Single-Parent Owner Pure Sponsored Yes Yes Yes Yes Group Ownership Group Captive RRGs Yes Maybe NO NO Financially strong parent $5 million or more in premium for 831(a) or $1.2 million or less in premium for 831(b) Willingness and capital to retain risk Senior management commitment to risk management objectives Desire for “real” benefits as discussed Financially strong parent $1 million or more in premium for 831(a) or $1.2 million or less in premium for 831(b) Willingness and cashflow to retain risk Senior management commitment to risk management objectives Desire for “real” benefits as discussed Frictional fixed costs Unfavorable loss experience Increased regulatory requirements Time commitment of corporate staff Opportunity cost of capital investment Without reinsurance ◦ Captive jurisdiction ◦ IRS Safe Harbor tax position ◦ Substantial additional capital needed ◦ Risk-bearing capacity limited to parent’s balance sheet Insured Consultant/Broker Premium Insurance Market Claims Fronting Insurer Premium Manager/Sponsor Claims Insurance Broker Captive Reinsurer Premium Reinsurance Market Third-Party Admin Claims Reinsurer Reinsurance Broker • Incorporation and Operating Costs: The formation and operation of a captive entails various expenses including: Start-Up Costs Feasibility Study Cost of Capital Business Plan Design Financial Pro-Formas Actuarial Projections Legal Incorporation Regulatory Licenses/Fees Annual Operating Costs Additional Capital Management Salaries Actuarial Reserves Actuarial Pricing Legal Review Auditor Services Regulatory Fees Premium Taxes Claims Services Investment Mgt Fees Reinsurance Premiums Retain Unfunded ------------------- • Self-Insurance • Deductible Programs Pre-Loss Funding --------- • Captive Insurance Company • Limited Risk Programs Post-Loss Funding -------- • Line of Credit • Contingent Capital Group Captive Risk Financing Options Share Risk Retention Group Group Dividend Program Transfer Non-Insurance Contracts - • Indemnification Agreements • Hold-Harmless Agreements Insurance ------------------- • Guaranteed Cost • Loss-Sensitive Programs Derivatives ----------------- • Futures and Forwards • Options Risk sharing built in the structure ◦ Less control of shared loss experience ◦ All members share in reinsurance limits ◦ Benefits of portfolio theory Cost sharing built in the structure ◦ Homogeneity of the membership ◦ Lower admin costs than pure captives ◦ Lower cost for shared reinsurance Risk reduction through ◦ Underwriting ◦ Loss control Control ◦ Premiums paid to insurance entity owned by insured ◦ Superior loss control, claims handling and other unbundled services ◦ Premium costs heavily weighted toward member loss history Financial ◦ Insured shares in underwriting profit and investment income, via dividends paid to policyholders/owners ◦ Group purchase of reinsurance and services can reduce operating costs ◦ Collateral requirements (usually Letters of Credit) for (i) capitalization of the captive, and (ii) collateral support of each member’s retention. Stability ◦ Insured does not subsidize poor risks ◦ Insulation from cyclical marketplace ◦ Reinsurance Accounts for approximately 10% - 20% of Total Premium ◦ Less volatility in year over year pricing – losses capped Approx. 18% of TCOR is subject to Insurance Industry Swings 18% 82% Greater risk involved in a Group Captive ◦ Member approval process – annual loss control, financial review ◦ Collateral in place to protect bad debt exposure ◦ Fronting carrier/reinsurance provided by ‘A’ Rated carriers Risk Sharing – Averages 2% - 7% ◦ Allows for tax deduction of premium ◦ Reduces individual member exposure to catastrophic claims ◦ Risk Sharing a “wash” – both absorbing and causing Same Advantages of Group Captive ◦ Risk sharing built in the structure ◦ Cost sharing built in the structure ◦ Risk reduction through Plus Reduced Regulation ◦ Domiciled in one state, operate in many ◦ No state guarantee fund assessments Operates similar to a group captive, yet is regulated under federal legislation. Can operate in all fifty states yet only required to be licensed in its state of domicile. Insureds must be owner and owners must be insureds. Can only write liability lines of risk, cannot underwrite workers compensation. No state guarantee fund assessments Does not require a fronting insurance company. Capital requirements serve as the collateral for RRG. No specific collateral requirements required for the retention since there is no fronting company. Insureds fund capital requirements, typically a 2to-1 ratio, in addition to premium. Equity is based upon stock valuation which is done by an independent party. RRG’s access reinsurance markets to share risk. Commercial Insurance Expertise in risk Frequency of hazard risks Debt-related covenants Captive Insurance (Group Owned) Regulatory requirements Severity of hazard risks Protect Dir & Ofc Customer Expectations Restores full tax deduction Better local knowledge Documents full expense Program Feature Amount of Risk Transfer Amount of Risk Sharing Speed of Risk Expense Regulatory Scrutiny Premium Documentation Premium Deductibility Balance Sheet Impact Amount of Capital Needed Cost of Administration Timeline for Implementation Ease of Unwind & Exit UPPER SCALE: Guaranteed Cost Full Risk Retention Group Group Captive Moderate/Full Moderate/Full Sponsored Captive Pure Captive Large Deductible Self-Insured Risk Some Some Some None None Some Some None None None None Full Full Full Full Full Moderate Some None Minor Minor Some Some None None Full Full Full Full Full Moderate Some Full Full Full Moderate None None Expected Dividend Expected Dividend Limited Unpaid Limited Unpaid Limited Unpaid Unpaid $0 $0 $0 Varies $250k or more $0 Judgment $0 Built in Built in $30k - $100k $50k once, and $50k - $150k $0 $0 7 - 30 days 30-60 days 30-60 days 30-60 days 60-90 days 7 - 30 days No time Easy Easy Moderate Moderate Tough Moderate Tough None Minor Some Moderate Significant Major Full Moderate/Full Moderate/Full The Value Equation of Captives ◦ The impact of risk information ◦ In comparison to commercial insurance ◦ Real vs. advertised value Value by Type of Captive ◦ Single Parent Pure - 831(a) or 831(b) Sponsored - 831(a) or 831(b) ◦ Group Parent Group Captive Risk Retention Group Success Stories/Panel Discussion