Swiss Re reports good results, with full-year net income of USD 3.6 billion for 2016; proposes new share buy-back

23 February 2017, Zurich

  • Group net income of USD 3.6 billion, supported by continued solid underwriting performance and strong investment result
  • Property & Casualty Reinsurance net income USD 2.1 billion; ROE of 16.4%
  • Life & Health Reinsurance net income USD 807 million; ROE of 12.8%
  • Corporate Solutions net income USD 135 million; ROE of 6.0%
  • Life Capital net income USD 638 million; gross cash generation of USD 721 million and ROE of 10.4%
  • Continued strong investment performance in challenging yield environment; ROI 3.4%
  • Capacity reduction due to disciplined underwriting in most segments lead to premium volume decrease in January 2017 renewals; price quality exceeds hurdle rate
  • Board of Directors to propose a rise in regular dividend to CHF 4.85 per share and the authorisation of a new public share buy-back programme of up to CHF 1.0 billion
  • Swiss Re proposes to elect Jay Ralph and Joerg Reinhardt to the Board of Directors
  • Matthias Weber to step down as Group Chief Underwriting Officer; Edouard Schmid to succeed him

Swiss Re delivers a good 2016 performance with full-year net income of USD 3.6 billion, supported by solid underwriting and a strong investment result. Net income in P&C Re was USD 2.1 billion in 2016, despite higher large losses from natural catastrophes, including Canada wildfires, the earthquake in New Zealand, and Hurricane Matthew. L&H Re reported a net income of USD 807 million, with return on equity exceeding the Business Unit's target range. Corporate Solutions net income was USD 135 million, impacted by continued pricing pressure and large man-made losses. Net income in Life Capital was USD 638 million, mainly driven by favourable investment performance. Based on the Groups' very strong capital position and cash generation, Swiss Re's Board of Directors will propose to the Annual General Meeting a higher dividend of CHF 4.85 and the authorisation of a new public share buy-back programme of up to CHF 1.0 billion.

Swiss Re Group Chief Executive Officer, Christian Mumenthaler, says: "We report a good net income for 2016, despite navigating a difficult environment for quite some time now. Amid softening market conditions, we saw minimal global economic growth and continued low interest rates last year, on top of significant political developments. Nonetheless, our full-year results show that Swiss Re continues to create value for our clients and shareholders by applying our strategic framework. This is driven by our outstanding client access, a large and strong balance sheet, and our position as a risk-knowledge company."

Swiss Re delivers good performance in 2016
Swiss Re reported good net income of USD 3.6 billion in 2016, compared to USD 4.6 billion for 2015. Net income was supported by all Business Units, with a strong contribution from investments.

The Group return on equity (ROE) for 2016 was 10.6% (vs 13.7% for 2015), exceeding the Group's over-the-cycle target. Earnings per share (EPS) were USD 10.72 or CHF 10.55, compared with USD 13.44 or CHF 12.93 for the year before.

Premiums earned and fee income for the Group rose 10.0% to USD 33.2 billion (vs USD 30.2 billion). At constant exchange rates, premiums and fees increased by 12.1%, reflecting growth in selected markets and lines of business, often through large and tailored transactions. The Group's combined ratio in 2016 was 94.8% (vs 87.0%).

The Group's annualised return on investments (ROI) was strong at 3.4% (vs 3.5%). Net investment income was USD 3.7 billion (vs USD 3.4 billion in 2015), largely driven by a higher asset base as a result of the completion of the Guardian Financial Services (Guardian) acquisition.

Common shareholders' equity increased to USD 34.5 billion at the end of 2016, up from USD 32.4 billion at the end of 2015. Book value per common share increased to USD 105.93 or CHF 107.64 at the end of 2016, compared to USD 95.98 or CHF 96.04 at the end of 2015. The Group continues to have a very strong capitalisation and the Group's Swiss Solvency Test ratio remains comfortably above Swiss Re's respectability level of 220%, adjusted to reflect recent changes implemented by the Swiss Financial Market Supervisory Authority FINMA.

Attractive capital returns to shareholders; new public share buy-back proposed
Swiss Re's Board of Directors will propose a 5.4% increase in the regular dividend for 2016 to CHF 4.85 per share, up from CHF 4.60 for 2015. The dividend will be paid after shareholder approval at the Annual General Meeting on 21 April 2017.

Swiss Re launched a share buy-back programme of up to CHF 1.0 billion purchase value on 4 November 2016, which ended on 9 February 2017. The Board of Directors will propose to the 2017 AGM the cancellation of repurchased shares by way of share capital reduction.

Swiss Re plans to continue to return capital to shareholders, and the Board of Directors proposes to seek authorisation for a new share buy-back programme of up to CHF 1.0 billion purchase value to be executed before the 2018 AGM. It will only be launched if excess capital is available, no major loss event has occurred, other business opportunities do not meet Swiss Re's strategic and financial objectives and the necessary regulatory approvals have been obtained.

P&C Re delivers good results with net income of USD 2.1 billion; ROE of 16.4%
P&C Re net income for 2016 was USD 2.1 billion (vs USD 3.0 billion in 2015). The result reflected solid underwriting results despite challenging market conditions, a higher large loss burden compared to last year, and a lower contribution from positive prior-year development.

The year was impacted by a number of large losses, notably the wildfires in Canada, the earthquake in New Zealand, and Hurricane Matthew in the US. The ROE for 2016 was 16.4% (vs 22.4%), exceeding Swiss Re's target range of 10%–15% over the cycle.

Net premiums earned increased 12.7% to USD 17.0 billion (vs USD 15.1 billion). The increase was driven by large and tailored transactions in the US and Europe. P&C Re reported a combined ratio of 93.5% for 2016 (vs 85.7%) after a higher burden from large losses, a lower contribution from positive prior-year development, and the continued price softening of the market.

L&H Re reports good net income of USD 807 million; ROE of 12.8%
L&H Re net income declined to USD 807 million in 2016 (vs USD 968 million in 2015), mainly due to lower performance in the UK life and health portfolio. Also, the prior-year result benefited from more favourable valuation adjustments. The ROE was 12.8% (vs 16.2%), above Swiss Re's target range of 10%–12% over the cycle.

Premiums earned and fee income for 2016 increased by 8.6% to USD 11.5 billion (vs USD 10.6 billion), mainly from transactions in the Americas, successful renewals, and new business deals in Asia.

Corporate Solutions delivers net income of USD 135 million; ROE of 6.0%
Corporate Solutions' net income was USD 135 million in 2016 (vs USD 357 million in 2015). The 2016 result was impacted by continued pricing pressures and large man-made losses, mainly in North America, offset by lower-than-expected natural catastrophe losses, income from investment activities and realised gains from insurance in derivative form. The ROE was 6.0% (vs 15.5%). Management actions to address current market conditions have been taken.

Net premiums earned increased by 3.7% to USD 3.5 billion in 2016, driven by the IHC Risk Solutions, LLC acquisition completed in the first quarter of 2016. The combined ratio increased to 101.1% in 2016 (vs 93.2%).

Corporate Solutions continued to pursue its disciplined growth strategy. In 2016, Corporate Solutions acquired IHC Risk Solutions in the US, opened an office in Kuala Lumpur and obtained an insurance license in Hong Kong. In addition, the recently announced joint venture with Bradesco Seguros S.A., which is pending regulatory approval, will create a leading commercial large-risk insurer in Brazil.

Strong Life Capital net income of USD 638 million; ROE of 10.4%
Created on 1 January 2016, the Business Unit Life Capital manages Swiss Re's closed and open life and health insurance books, including the existing ReAssure (formerly Admin Re® UK), as well as the Guardian operations acquired in January 2016, and primary life and health insurance businesses.

Life Capital reported net income of USD 638 million in 2016, compared to USD 424 million in 2015. The increase was driven by a strong investment performance, mainly from the Guardian portfolio, and solid underlying business performance. The ROE was 10.4% (vs 7.5%), due to higher net income.

Premiums earned and fee income in 2016 rose 5.7% to USD 1.2 billion (vs USD 1.1 billion). Gross cash generation increased to USD 721 million in 2016 (vs USD 543 million).

Fourth quarter results
The Group reported net income of USD 517 million for the fourth quarter (vs USD 938 million in Q4 2015). Net investment income for the quarter was USD 881 million. The Group ROI was 2.8% (vs 2.7%).

P&C Re net income declined to USD 552 million (vs USD 710 million), after large losses in the US and New Zealand. The ROE for the fourth quarter was 17.4%. Net premiums earned rose to USD 4.3 billion. The combined ratio was 92.7% (vs 89.3%).

Net income in L&H Re was USD 172 million (vs USD 187 million). The ROE for the quarter decreased to 9.5% from 12.8%. Net premiums earned rose to USD 3.0 billion, driven by growth in the Americas and new business growth in Asia.

Corporate Solutions reported a USD 15 million net loss for the fourth quarter (vs a net income of USD 20 million in Q4 2015) due to continued pricing pressure and large man-made losses. The ROE for the quarter was -2.6%. Net premiums earned increased by 5.9% to USD 909 million. The combined ratio was 105.9% (vs 99.0%).

Life Capital reported a net loss of USD 88 million (vs a net income of USD 151 million) due to unfavourable movements on the Guardian investment portfolio driven by rising interest rates in the fourth quarter. The ROE for the fourth quarter was -4.5%. Premiums earned and fee income was USD 295 million (vs USD 304 million). Gross cash generation for the quarter was USD 357 million with underlying cash generation benefiting from rising interest rates during the quarter.

Swiss Re Group Chief Financial Officer David Cole says: "We were reminded in the fourth quarter that large losses do occur, but paying claims and helping to make the world more resilient is what we're here for. In addition, we have the strength and skills to continue to focus on our agile capital allocation and stick to our capital management priorities."

Swiss Re showed disciplined underwriting at its January 2017 renewals
Swiss Re renewed USD 8.5 billion as compared to the USD 10.3 billion premium volume up for renewal on 1 January 2017. This represents a decrease of 18%, driven by disciplined underwriting and reduced capacity in almost all segments, in particular Chinese quota share business due to China Risk Oriented Solvency System (C-ROSS) regulation. Risk-adjusted price quality decreased slightly from 102% to 101%, exceeding the hurdle rate to achieve Swiss Re's targeted Group ROE of 700bp above risk free over the cycle.

Overall market conditions are challenging but rate decreases in property (including natural catastrophe business) and specialty have started to slow down. Casualty prices remain generally more stable with significant differences by market and product.

New quarterly financial reporting format
Going forward, Swiss Re will adjust the format of its financial reporting for the first and third quarter results. For these quarters, Swiss Re Ltd will report concise information on key financial metrics and business developments in press releases. Furthermore, it will maintain quarterly conference calls with the media as well as investors and analysts. Swiss Re will cease publishing full quarterly reports and investor presentations. First-half and full-year financial reports and investor presentations will continue to be published in its current form. Swiss Reinsurance Company Ltd, a subsidiary issuing debt and contingent capital instruments, will only publish annual and semi-annual financial reports going forward.

Swiss Re proposes to elect Jay Ralph and Joerg Reinhardt to the Board
The Board of Directors proposes to elect Jay Ralph and Joerg Reinhardt as new, non-executive and independent members at the Annual General Meeting of shareholders on 21 April 2017.

Jay Ralph was most recently a member of the Board of Management of Allianz SE and Chairman at Allianz Asset Management. His prior roles at Allianz include CEO of Allianz Re within Allianz SE, Munich and CEO of Allianz Risk Transfer, Zurich. He started his career at Arthur Andersen & Company, Chicago and went on to Northwestern Mutual Life Insurance Company, Milwaukee and Centre Re Bermuda Ltd, Bermuda before joining Allianz. Jay Ralph is an American and Swiss citizen and was born in 1959. He holds an MBA in Finance and Economics from the University of Chicago and a BBA in Finance and Accounting from the University of Wisconsin. He is also a Certified Public Accountant (CPA) and a Chartered Financial Analyst (CFA).

Joerg Reinhardt has been the Chairman of the Board of Directors of Novartis since 2013. He is also Chairman of the Board of Trustees of the Novartis Foundation. Previously, he was Chairman of the Board of Management and the Executive Committee of Bayer HealthCare, Germany. He was also a member of the Supervisory Board of MorphoSys AG in Germany and a member of the Board of Directors of Lonza Group AG in Switzerland. Reinhardt joined Sandoz Pharma Ltd. in 1982 and held various senior positions at Sandoz and later Novartis, including Head of Development and Chief Operating Officer. He is a German citizen and was born in 1956. He graduated with a doctorate in pharmaceutical sciences from Saarland University in Germany.

As already communicated on 29 July 2016, Swiss Re also proposes to elect Jacques de Vaucleroy to its Board of Directors. Carlos E. Represas, who has been a member of Swiss Re's Board since 2010, will not stand for re-election.

Matthias Weber to step down as Group Chief Underwriting Officer; Edouard Schmid to succeed him
After 25 years with Swiss Re, Matthias Weber has decided to step down from his current role as Group Chief Underwriting Officer, effective 30 June 2017, to begin a new chapter in his life. Matthias Weber has been with Swiss Re since 1992, working across a diverse number of roles and markets. At every stage, he has created value for the organisation and promoted its highest values, most significantly since April 2012, when he accepted his current position. He will be succeeded by Edouard Schmid, currently Head Property & Specialty Reinsurance, who has been with Swiss Re since 1991.

Swiss Re Chairman Walter B. Kielholz says: "We very much regret Matthias Weber's decision but we respect his desire to focus on his family after such a successful career. We will miss his experience and guidance as a member of the Group Executive Committee, but look forward to continuing our relationship in whatever form suits him. Over his long and successful career, Matthias Weber has been a champion of Swiss Re strengths: disciplined underwriting and a focus on the long-term. We wish him all the best for the future."

Walter B. Kielholz continues: "Once again, due to our strong talent pipeline, we are able to fill the role with an internal candidate. Edouard Schmid, who has shown equal skill and dedication to our organisation will take over as Group Chief Underwriting Officer on 1 July 2017. He has broad underwriting experience across various lines of business, in varied markets and in both Reinsurance and Corporate Solutions. This exceptional track record makes him the ideal candidate to step into Matthias Weber's shoes."

Priorities for the future
At the Investors' Day in December 2016 Swiss Re introduced its near-term priorities that build on its strategic framework. As a result of this framework, Swiss Re is well placed to face industry challenges and seize opportunities. A fundamental pillar is risk knowledge, which is at the core of Swiss Re's competitive advantage and differentiation. Swiss Re uses this knowledge to allocate capital and invest in attractive risk pools.

In Reinsurance, Swiss Re's ability to write large and tailored transactions is a strong differentiator, offering profitable opportunities for growth. Corporate Solutions will continue its path of disciplined growth and Life Capital creates alternative access to life and health risks for Swiss Re. Finally, Swiss Re has established a strong presence in High Growth Markets.

The successful application of these priorities and the strategic framework enables Swiss Re to continue to focus on its over-the-cycle Group and Business Unit targets. Despite short-term challenges in the industry, the long-term outlook for accessing risk pools is positive.

Group Chief Executive Officer Christian Mumenthaler says: "The environment was more challenging in 2016 than in past years, but we achieved and exceeded the Group performance target we set ourselves. The disciplined underwriting strategy Matthias Weber accounted for was part of our past success and will remain key for our future profitability as I welcome Edouard Schmid to our Group Executive Committee and look forward to working with him. We are all determined to continue on our path of becoming a risk-knowledge company that invests into pools of risks with long-term growth potential. The upcoming launch of the Swiss Re Institute on 1 March 2017 highlights this ambition, bringing together our various high-quality research capabilities under one roof."

Details of year-to-date performance (FY 2016 vs FY 2015)

FY
2016

FY 2015
P&C Reinsurance Premiums earned (USD millions) 17 008 15 090
Net income (USD millions) 2 100 3 008
Combined ratio (%) 93.5 85.7
Net operating margin (%) 15.4 22.5
Return on investments (%, annualised) 3.1 3.5
Return on equity (%, annualised) 16.4 22.4
L&H Reinsurance Premiums earned and fee income (USD millions) 11 527 10 616
Net income (USD millions) 807
968
Net operating margin (%) 10.4 12.2
Return on investments (%, annualised) 3.6 3.4
Return on equity (%, annualised) 12.8 16.2
Corporate Solutions Premiums earned (USD millions) 3 503 3 379
Net income (USD millions) 135 357
Combined ratio (%) 101.1 93.2
Net operating margin (%) 4.2 14.1
Return on investments (%, annualised) 2.5 3.0
Return on equity (%, annualised) 6.0 15.5
Life Capital Premiums earned and fee income (USD millions)
1 193 1 129
Gross cash generation (USD millions) 721 543
Net income (USD millions) 638 424
Net operating margin (%) 27.0 17.8
Return on investments (%, annualised) 4.0 4.7
Return on equity (%, annualised)
10.4 7.5
Consolidated Group (Total)1 Premiums earned and fee income (USD millions) 33 231 30 214
Net income (USD millions) 3 558 4 597
Earnings per share (USD)
10.72 13.44
Combined ratio (%)
94.8 87.0
Net operating margin (%) 13.0 17.1
Return on investments (%, annualised) 3.4 3.5
Return on equity (%, annualised) 10.6
13.7

1 Also reflects Group Items, including Principal Investments.

Details of fourth quarter performance (Q4 2016 vs Q4 2015)

Q4 2016
Q4 2015
P&C Reinsurance Premiums earned (USD millions) 4 293
3 712
Net income (USD millions) 552
710
Combined ratio (%) 92.7
89.3
Net operating margin (%) 15.1
16.7
Return on investments (%, annualised) 2.3
2.7
Return on equity (%, annualised) 17.4
22.5
L&H Reinsurance Premiums earned and fee income (USD millions) 3 012
2 785
Net income (USD millions) 172
187
Net operating margin (%) 8.4
7.5
Return on investments (%, annualised) 3.3 2.8
Return on equity (%, annualised) 9.5 12.8
Corporate Solutions Premiums earned (USD millions) 909
858
Net income (USD millions) -15 20
Combined ratio (%) 105.9 99.0
Net operating margin (%) -1.2 3.4
Return on investments (%, annualised) 2.2 2.5
Return on equity (%, annualised) -2.6 3.5
Life Capital Premiums earned and fee income (USD millions)
295
304
Gross cash generation (USD millions) 357
278
Net income (USD millions) -88
151
Net operating margin (%) -18.4
21.1
Return on investments (%, annualised) 3.4 4.5
Return on equity (%, annualised)
- 4.5 11.7
Consolidated Group (Total)2 Premiums earned and fee income (USD millions) 8 509 7 659
Net income (USD millions) 517 938
Earnings per share (USD)
1.57 2.75
Combined ratio (%)
95.0
91.1
Net operating margin (%) 8.1
11.0
Return on investments (%, annualised) 2.8 2.7
Return on equity (%, annualised) 5.7
11.5

2 Also reflects Group Items, including Principal Investments.

The foregoing and the 2016 Financial Review of the Swiss Re Group contain updates on our business and results and preliminary unaudited financial information for 2016. The updates on our business and results will be included in our 2016 Annual Report, together with our audited financial statements for 2016 and other disclosures we are required to include or historically have included in an annual report. The foregoing and the 2016 Financial Review of the Swiss Re Group are not intended to be a substitute for the full 2016 Annual Report, which will be published on the Swiss Re website on 16 March 2017.

Video presentation and slides
A video presentation and transcript of Swiss Re's results for media and analysts and the accompanying slides are available on www.swissre.com.

Media conference and call
Swiss Re will hold a media conference with a dial-in possibility this morning at 10:30 am (CET). If you plan to dial in, you are kindly requested to call 10 minutes prior to the start using the following numbers:

From Switzerland:

+41 (0)58 310 5000

From Germany:

+49 (0)69 50 500 082

From UK:

+44 (0)203 059 5862

From France:

+33 (0)17091 8706

From USA:

+1 (1) 866 291 41 66

From Hong Kong:

+852 58 08 1769

            
Investors’ and analysts’ conference call
Swiss Re will hold an investors’ and analysts’ conference call this afternoon at 2 pm (CET) which will focus on Q&A. You are kindly requested to dial in 10 minutes prior to the start using the following numbers:

From Switzerland:

+41 (0)58 310 5000

From Germany:

+49 (0)69 25 511 4445

From UK:

+44 (0)203 059 5862

From France:

+33 (0)1 7091 8706

From USA:

+1 (1) 631 570 5613

From Australia:


+61 28 073 0441

About Swiss Re
The Swiss Re Group is a leading wholesale provider of reinsurance, insurance and other insurance-based forms of risk transfer. Dealing direct and working through brokers, its global client base consists of insurance companies, mid-to-large-sized corporations and public sector clients. From standard products to tailor-made coverage across all lines of business, Swiss Re deploys its capital strength, expertise and innovation power to enable the risk-taking upon which enterprise and progress in society depend. Founded in Zurich, Switzerland, in 1863, Swiss Re serves clients through a network of around 70 offices globally and is rated "AA-" by Standard & Poor's, "Aa3" by Moody's and "A+" by A.M. Best. Registered shares in the Swiss Re Group holding company, Swiss Re Ltd, are listed in accordance with the International Reporting Standard on the SIX Swiss Exchange and trade under the symbol SREN. For more information about Swiss Re Group, please visit: www.swissre.com or follow us on Twitter @SwissRe.
       
Cautionary note on forward-looking statements
Certain statements and illustrations contained herein are forward-looking. These statements (including as to plans, objectives, targets, and trends) and illustrations provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to a historical fact or current fact.

Forward-looking statements typically are identified by words or phrases such as “anticipate”, “assume”, “believe”, “continue”, “estimate”, “expect”, “foresee”, “intend”, “may increase”, “may fluctuate” and similar expressions, or by future or conditional verbs such as “will”, “should”, “would” and “could”. These forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the Group’s actual results of operations, financial condition, solvency ratios, capital or liquidity positions or prospects to be materially different from any future results of operations, financial condition, solvency ratios, capital or liquidity positions or prospects expressed or implied by such statements or cause Swiss Re to not achieve its published targets. Such factors include, among others:

  • further instability affecting the global financial system and developments related thereto;
  • further deterioration in global economic conditions;
  • the Group’s ability to maintain sufficient liquidity and access to capital markets, including sufficient liquidity to cover potential recapture of reinsurance agreements, early calls of debt or debt-like arrangements and collateral calls due to actual or perceived deterioration of the Group’s financial strength or otherwise;
  • the effect of market conditions, including the global equity and credit markets, and the level and volatility of equity prices, interest rates, credit spreads, currency values and other market indices, on the Group’s investment assets;
  • changes in the Group’s investment result as a result of changes in its investment policy or the changed composition of its investment assets, and the impact of the timing of any such changes relative to changes in market conditions;
  • uncertainties in valuing credit default swaps and other credit-related instruments;
  • possible inability to realise amounts on sales of securities on the Group’s balance sheet equivalent to their mark-to-market values recorded for accounting purposes;
  • the outcome of tax audits, the ability to realise tax loss carry forwards and the ability to realise deferred tax assets (including by reason of the mix of earnings in a jurisdiction or deemed change of control), which could negatively impact future earnings;
  • the possibility that the Group’s hedging arrangements may not be effective;
  • the lowering or loss of one of the financial strength or other ratings of one or more Swiss Re companies, and developments adversely affecting the Group’s ability to achieve improved ratings;
  • the cyclicality of the reinsurance industry;
  • uncertainties in estimating reserves;
  • uncertainties in estimating future claims for purposes of financial reporting, particularly with respect to large natural catastrophes, as significant uncertainties may be involved in estimating losses from such events and preliminary estimates may be subject to change as new information becomes available;
  • the frequency, severity and development of insured claim events;
  • acts of terrorism and acts of war;
  • mortality, morbidity and longevity experience;
  • policy renewal and lapse rates;
  • extraordinary events affecting the Group’s clients and other counterparties, such as bankruptcies, liquidations and other credit-related events;
  • current, pending and future legislation and regulation affecting the Group or its ceding companies and the interpretation of legislation or regulations;
  • legal actions or regulatory investigations or actions, including those in respect of industry requirements or business conduct rules of general applicability;
  • changes in accounting standards;
  • significant investments, acquisitions or dispositions, and any delays, unexpected costs or other issues experienced in connection with any such transactions;
  • changing levels of competition; and
  • operational factors, including the efficacy of risk management and other internal procedures in managing the foregoing risks.

These factors are not exhaustive. The Group operates in a continually changing environment and new risks emerge continually. Readers are cautioned not to place undue reliance on forward-looking statements. Swiss Re undertakes no obligation to publicly revise or update any forward-looking statements, whether as a result of new information, future events or otherwise.

This communication is not intended to be a recommendation to buy, sell or hold securities and does not constitute an offer for the sale of, or the solicitation of an offer to buy, securities in any jurisdiction, including the United States. Any such offer will only be made by means of a prospectus or offering memorandum, and in compliance with applicable securities laws.