8-K
RENAISSANCERE HOLDINGS LTD false 0000913144 0000913144 2020-01-06 2020-01-06 0000913144 us-gaap:CommonStockMember 2020-01-06 2020-01-06 0000913144 rnr:SeriesC6.08PreferenceSharesParValue1.00pershareMember 2020-01-06 2020-01-06 0000913144 rnr:SeriesE5.375PreferenceSharesParValue1.00pershareMember 2020-01-06 2020-01-06 0000913144 rnr:DepositaryShareseachrepresentinga11000thinterestinaSeriesF5.Member 2020-01-06 2020-01-06

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 6, 2020

 

RenaissanceRe Holdings Ltd.

(Exact name of registrant as specified in its charter)

 

Bermuda

 

001-14428

 

98-0141974

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

     

Renaissance House 12 Crow Lane, Pembroke

Bermuda

 

HM 19

(Address of principal executive offices)

 

(Zip Code)

(441) 295-4513

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading

symbol

 

Name of each exchange

on which registered

Common Shares, Par Value $1.00 per share

 

RNR

 

New York Stock Exchange

Series C 6.08% Preference Shares, Par Value $1.00 per share

 

RNR PRC

 

New York Stock Exchange

Series E 5.375% Preference Shares, Par Value $1.00 per share

 

RNR PRE

 

New York Stock Exchange

Depositary Shares, each representing a 1/1,000th interest in a Series F 5.750% Preference Share, Par Value $1.00 per share

 

RNR PRF

 

New York Stock Exchange

 

 


Item 8.01 Other Events

As previously announced, on March 22, 2019, RenaissanceRe Specialty Holdings (UK) Limited, a wholly owned subsidiary of RenaissanceRe Holdings Ltd. (the “Company”), completed its purchase of all of the share capital of Tokio Millennium Re AG (now known as RenaissanceRe Europe AG), Tokio Millennium Re (UK) Limited (now known as RenaissanceRe (UK) Limited), and their respective subsidiaries pursuant to a Stock Purchase Agreement by and among the Company, Tokio Marine & Nichido Fire Insurance Co. Ltd. and, with respect to certain sections only, Tokio Marine Holdings, Inc. entered into on October 30, 2018 (the “TMR Stock Purchase”). The Unaudited Pro Forma Condensed Consolidated Statement of Operations of the Company for the nine-month period ended September 30, 2019, which gives effect to the TMR Stock Purchase, is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d)    Exhibits.

 Exhibit # 

   

Description

         
 

99.1

   

Unaudited Pro Forma Condensed Consolidated Statement of Operations

         
 

101

   

Pursuant to Rule 406 of Regulation S-T, the cover page information in formatted in Inline XBRL

         
 

104

   

Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101)


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

RENAISSANCERE HOLDINGS LTD.

             

Date: January 6, 2020

 

 

By:

 

/s/ James C. Fraser

 

 

Name:

 

James C. Fraser

 

 

Title:

 

Senior Vice President and Chief Accounting Officer

EX-99.1

Exhibit 99.1

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

On March 22, 2019, RenaissanceRe Specialty Holdings (UK) Limited, a wholly owned subsidiary of RenaissanceRe Holdings Ltd. (“RenaissanceRe”), completed its previously announced purchase of all of the share capital of Tokio Millennium Re AG (now known as RenaissanceRe Europe AG) (“RenaissanceRe Europe”), Tokio Millennium Re (UK) Limited (now known as RenaissanceRe (UK) Limited) (“RenaissanceRe UK”), and their respective subsidiaries (collectively, the “TMR Group Entities”) pursuant to a Stock Purchase Agreement by and among the Company, Tokio Marine & Nichido Fire Insurance Co. Ltd. (“Tokio”) and, with respect to certain sections only, Tokio Marine Holdings, Inc. entered into on October 30, 2018 (the “TMR Stock Purchase Agreement”) (the “TMR Stock Purchase”). The following unaudited pro forma consolidated statement of operations combines the separate historical consolidated statement of operations of RenaissanceRe and the TMR Group Entities after giving effect to the acquisition of the TMR Group Entities, and the assumptions and adjustments described in the accompanying notes to the unaudited pro forma consolidated statement of operations. The unaudited pro forma consolidated statement of operations for the nine months ended September 30, 2019 is presented as if the acquisition of the TMR Group Entities had occurred on January 1, 2018. The historical statement of operations has been adjusted to reflect factually supportable items that are directly attributable to the acquisition of the TMR Group Entities and expected to have a continuing impact on the results of operations of the combined company. The unaudited pro forma consolidated statement of operations gives effect to the gross proceeds of Renaissance’s $400.0 million offering of 3.600% Senior Notes due 2029, which closed on April 2, 2019 (the “Senior Notes”), and the application of $200.0 million of such proceeds to repay indebtedness under RenaissanceRe’s revolving credit facility which was used to fund the purchase price for the TMR Stock Purchase.

The preparation of the unaudited pro forma consolidated statement of operations and related adjustments required management to make certain assumptions and estimates. The unaudited pro forma consolidated statement of operations should be read together with:

 

   

The accompanying notes to the unaudited pro forma consolidated statement of operations;

 

   

RenaissanceRe’s separate audited historical consolidated financial statements and accompanying notes as of and for the year ended December 31, 2018, included in RenaissanceRe’s Annual Report on Form 10-K for the year ended December 31, 2018;

 

   

TMR AG’s separate audited historical consolidated financial statements and accompanying notes as of and for the years ended December 31, 2018 and 2017, included in RenaissanceRe’s Current Report on Form 8-K/A filed with the Securities and Exchange Commission (the “Commission”) on March 26, 2019;

 

   

TMR UK’s separate audited historical financial statements and accompanying notes as of and for the years ended December 31, 2018 and 2017, included in RenaissanceRe’s Current Report on Form 8-K/A filed with the Commission on March 26, 2019;

 

   

RenaissanceRe’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2019, June 30, 2019 and September 30, 2019; and

 

   

RenaissanceRe’s Current Reports on Form 8-K filed with the Commission on March 22, 2019 (as amended on March 26, 2019 and April 18, 2019).

In connection with the integration of the operations of RenaissanceRe and the TMR Group Entities, RenaissanceRe has incurred, and anticipates that it may incur additional, nonrecurring charges. RenaissanceRe is not able to determine the timing, nature, and amount of any additional future charges. However, these charges may affect the results of operations of the combined company in the period in which they are incurred.

The unaudited pro forma consolidated statement of operations is provided for informational purposes only. Additionally, the unaudited pro forma consolidated statement of operations is not necessarily, and should not be assumed to be, an indication of the results that would have been achieved had the transaction been completed as of the dates indicated or that may be achieved in the future. In addition, the unaudited pro forma consolidated statement of operations does not give consideration to the impact of possible revenue enhancements, expense efficiencies, synergies or asset dispositions that may result from the acquisition of the TMR Group Entities.

 

1


Unaudited Pro Forma Condensed Consolidated Statement of Operations

For the nine months ended September 30, 2019

 

(in thousands, except shares and per share data)    RenaissanceRe(1)     TMR Group
Entities(2)
    Adjustments           Total Pro Forma
Combined
 

Revenues

             

Gross premiums written

   $ 3,902,271     $ 531,043     $ (148,824   (a)    $ 4,284,490  
    

 

 

   

 

 

   

 

 

      

 

 

 

Net premiums written

   $ 2,656,126     $ 477,141     $ (144,724   (b)    $ 2,988,543  
    

 

 

   

 

 

   

 

 

      

 

 

 

Net premiums earned

   $ 2,368,278     $ 275,932     $ —          $ 2,644,210  

Net investment income

     311,138       9,690       (2,480   (c)      318,348  

Net foreign exchange losses

     (1,812     (6,772     —            (8,584

Equity in earnings of other ventures

     17,350       —         —            17,350  

Other income (loss)

     5,109       (1,722     —            3,387  

Net realized and unrealized gains on investments

     396,586       —         28,751     (d)      425,337  
    

 

 

   

 

 

   

 

 

      

 

 

 

Total revenues

     3,096,649       277,128       26,271          3,400,048  
    

 

 

   

 

 

   

 

 

      

 

 

 

Expenses

              —    

Net claims and claim expenses incurred

     1,334,928       181,750       (3,537   (e)      1,513,141  

Acquisition expenses

     553,614       75,430       (26,226   (f)      602,818  

Operational expenses

     158,162       47,483       (1,354   (g)      204,291  

Corporate expenses

     76,480       —         —            76,480  

Interest expense

     42,868       —         3,250     (h)      46,118  
    

 

 

   

 

 

   

 

 

      

 

 

 

Total expenses

     2,166,052       304,663       (27,867        2,442,848  
    

 

 

   

 

 

   

 

 

      

 

 

 

Income (loss) before taxes

     930,597       (27,535     54,138          957,200  

Income tax (expense) benefit

     (20,670     1,669       (2,002   (i)      (21,003
    

 

 

   

 

 

   

 

 

      

 

 

 

Net income (loss)

     909,927       (25,866     52,136          936,197  

Net income attributable to redeemable noncontrolling interests

     (204,091     —         —            (204,091
    

 

 

   

 

 

   

 

 

      

 

 

 

Net income (loss) attributable to RenaissanceRe

     705,836       (25,866     52,136          732,106  

Dividends on preference shares

     (27,567     —         —            (27,567
    

 

 

   

 

 

   

 

 

      

 

 

 

Net income (loss) available (attributable) to RenaissanceRe common shareholders

   $ 678,269     $ (25,866   $ 52,136        $ 704,539  
    

 

 

   

 

 

   

 

 

      

 

 

 

Per Share Data

             

Net income available to RenaissanceRe common shareholders per common share - basic (Note 4)

   $ 15.58       n/m       n/m        $ 15.57  

Net income available to RenaissanceRe common shareholders per common share - diluted (Note 4)

   $ 15.57       n/m       n/m        $ 15.55  

Average shares outstanding - basic (Note 4)

     43,003         1,739          44,742  

Average shares outstanding - diluted (Note 4)

     43,049         1,739          44,788  

Dividends per common share

   $ 1.02       n/m       n/m        $ 1.02  
                                     

 

n/m - not meaningful.

 

(1)

Represents RenaissanceRe’s previously filed results of operations for the nine months ended September 30, 2019, which include the results of operations of the TMR Group Entities from the acquisition date, March 22, 2019 through September 30, 2019.

(2)

Represents the results of operations of the TMR Group Entities from January 1, 2019 through March 22, 2019.

See accompanying notes to the unaudited pro forma consolidated statement of operations.

 

2


NOTES TO UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

Note 1. Pro Forma Basis of Presentation

The unaudited pro forma consolidated statement of operations for the nine months ended September 30, 2019 is based on the historical financial statements of RenaissanceRe and the TMR Group Entities after giving effect to the completion of the acquisition of the TMR Group Entities and the assumptions and adjustments described in the accompanying notes. The unaudited pro forma consolidated statement of operations for the nine months ended September 30, 2019 is presented as if the acquisition of the TMR Group Entities had occurred on January 1, 2019. The unaudited pro forma consolidated statement of operations does not give consideration to the impact of possible revenue enhancements, expense efficiencies, synergies, strategy modifications, asset dispositions or other actions.

RenaissanceRe’s financial statements have been prepared on the basis of accounting principles generally accepted in the U.S. (“U.S. GAAP”) and presented in U.S. dollars (“USD”). TMR AG’s financial statements were prepared in accordance with international financial reporting standards as issued by the International Accounting Standards Board (“IFRS”) and presented in USD. TMR UK’s financial statements were prepared in accordance with generally accepted accounting principles in the United Kingdom (“U.K. GAAP”) and presented in pounds sterling (“GBP”). The unaudited pro forma consolidated statement of operations includes adjustments to (i) convert the financial information of TMR AG and TMR UK to U.S. GAAP, and (ii) translate the historical results of TMR UK to USD using an average spot rate of 1.306 for the pro forma consolidated statement of operations.

The transaction was accounted for under the acquisition method of accounting in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic No. 805 Business Combinations, with RenaissanceRe as the acquiring entity. In business combination transactions in which the consideration given is not in the form of cash (that is, in the form of non-cash assets, liabilities incurred, or equity interests issued), measurement of the acquisition consideration is based on the fair value of the consideration given or the fair value of the assets (or net assets) acquired, whichever is more clearly evident and, thus, more reliably measurable.

Under FASB ASC Topic No. 805 Business Combinations, all of the TMR Group Entities assets acquired and liabilities assumed in this business combination are recognized at their acquisition-date fair value, while transaction costs and restructuring costs associated with the business combination are expensed as incurred. The excess of the acquisition consideration over the fair value of assets acquired and liabilities assumed, if any, is allocated to goodwill. Changes in deferred tax asset valuation allowances and income tax uncertainties, if any, after the acquisition date will generally affect income tax expense. RenaissanceRe is in the process of implementing an integration plan, which will affect how the assets acquired, including intangible assets, are and will be utilized by the combined company.

A final determination of the fair value of the TMR Group Entities assets acquired and liabilities assumed, including the fair value of the identifiable intangible assets and the value of business acquired, was made on March 22, 2019. The Company recognized goodwill of $13.1 million primarily attributable to the excess of the purchase price over the fair value of the net assets of the acquired TMR Group Entities. There were no other adjustments to carried goodwill during the period ended March 31, 2019 reflected on the Company’s consolidated balance sheet at March 31, 2019. The Company recognized identifiable finite lived intangible assets of $11.2 million, which will be amortized over a weighted average period of 10.5 years, identifiable indefinite lived intangible assets of $6.8 million, and certain other adjustments to the fair values of the assets acquired, liabilities assumed and shareholders’ equity of the TMR Group Entities at March 22, 2019.

In connection with the integration of the operations of RenaissanceRe and the TMR Group Entities, RenaissanceRe has incurred and anticipates that additional nonrecurring charges may be incurred. RenaissanceRe is not able to determine the timing, nature, and amount of any additional future charges. However, these charges may affect the results of operations of the combined company in the period in which they are incurred.

The unaudited pro forma consolidated statement of operations is presented solely for informational purposes and is not necessarily indicative of the consolidated results of operations or financial position that might have been achieved for the periods or dates indicated, nor is it necessarily indicative of the future results of the combined company.

 

3


Note 2. TMR Group Entities

Certain financial information of the TMR Group Entities, as presented in its interim financial statements, has been reclassified to conform to the historical presentation in RenaissanceRe’s consolidated financial statements and combined for purposes of preparing the unaudited pro forma consolidated statement of operations.

TMR AG’s historical consolidated financial statements are prepared in accordance with IFRS. The consolidated financial statements are presented in U.S. dollars, which is the reporting currency.

TMR UK’s historical financial statements are prepared in accordance with U.K. GAAP. TMR UK’s reporting and functional currency is GBP. For purposes of preparing the unaudited pro forma condensed consolidated statement of operations, TMR UK’s interim historical income statement has been translated into U.S. dollars using an average spot rate of 1.306 for the pro forma consolidated statement of operations.

Unaudited adjustments have been made to convert IFRS and U.K. GAAP, to U.S. GAAP and are noted in Note 3. There are no material intercompany balances or transactions between TMR AG and TMR UK.

Note 3. Unaudited Pro Forma Adjustments

The unaudited pro forma consolidated statement of operations is not necessarily indicative of what the financial position and results from operations would have been had the acquisition of the TMR Group Entities been completed at the date indicated. The unaudited pro forma consolidated statement of operations does not give consideration to the impact of possible revenue enhancements, expense efficiencies, synergies, strategy modifications, asset dispositions or other actions that may result from the acquisition of the TMR Group Entities.

 

4


The following unaudited pro forma adjustments result from accounting for the acquisition of the TMR Group Entities. The descriptions related to these unaudited pro forma adjustments are as follows:

Adjustments to the Pro Forma Condensed Consolidated Statement of Operations

 

(in thousands)    Increase (decrease)
for the nine months
ended September 30,

2019
 

Revenues

 

(a)

 

Adjustment to conform balance to RenaissanceRe’s accounting policies (see footnote (1)).

   $ (148,824

(b)

 

Adjustment to conform balance to RenaissanceRe’s accounting policies (see footnote (1)).

     (144,724

(c)

 

To reflect the estimated impact on net investment income due to the net decreases in fixed maturity investments trading and cash and cash equivalents as a result of consideration paid by RenaissanceRe to effect the acquisition of the TMR Group Entities, the special dividend paid by the TMR Group Entities and transaction costs incurred by RenaissanceRe and the TMR Group Entities (see footnote (2)).

     (2,480

(d)

 

To reclassify the change in net realized and unrealized gains in conjunction with the reclassification of the TMR Group Entities fixed maturity investments available for sale to fixed maturity investments trading to conform to RenaissanceRe’s accounting policies.

     28,751  
      

 

 

 
   

Total adjustments to revenues

     26,271  
      

 

 

 

Expenses

 

(e)

 

To amortize the adjustments resulting from the difference between the estimated fair value and the historical carrying value of the TMR Group Entities net reserve for claims and claim expenses.

     (3,537

(f)

 

Adjustments to acquisition expenses:

    
   

Adjustment to reclassify the balance from acquisition expenses to operating expenses to conform to RenaissanceRe’s presentation.

     1,522  
   

To reflect the estimated impact of the adjustments to reflect deferred acquisition costs at fair value, which is estimated to be $Nil.

     (68,796
   

To amortize certain identifiable intangible assets (e.g., renewal rights) and the value of business acquired using a weighted average useful life of 3.3 years.

     41,048  
      

 

 

 
         (26,226
      

 

 

 

(g)

 

Adjustments to operational expenses:

    
   

Adjustment to reclassify the balance from acquisition expenses to operating expenses to conform to RenaissanceRe’s presentation.

     (1,522
   

To amortize certain identifiable intangible assets (i.e., non-compete agreements) using a weighted average useful life of 1.5 years.

     168  
      

 

 

 
         (1,354
      

 

 

 

(h)

 

Adjustments to interest expense:

    
   

To reflect estimated interest expense on the Senior Notes.

     3,165  
   

To amortize the estimated debt issuance costs on the Senior Notes over the estimated 10 year term of the debt.

     85  
      

 

 

 
         3,250  
      

 

 

 
   

Total adjustments to expenses

     (27,867
      

 

 

 

(i)

 

To reflect the income tax impact on the unaudited pro forma adjustments using the applicable statutory tax rates for the respective jurisdictions the adjustments impacted. The respective statutory tax rate used for the adjustments impacting Switzerland was 21.2%, Australia 30.0%, Bermuda 0.0%, and the U.K. 19.0%. The adjustments impacting the U.S.were not tax effected at the U.S.statutory tax rate of 21.0% due to the TMR Group entities U.S.valuation allowance position.

     (2,002
      

 

 

 
   

Total adjustments to net income

   $ 52,136  
      

 

 

 
               

 

(1)

The entries to conform the accounting policies relate to aligning the methodologies for recognizing gross premiums written for proportional contracts and multi-year contracts. RenaissanceRe recognizes the estimated annual gross premiums written on proportional and multi-year reinsurance contracts over the policy exposure period while the TMR Group Entities recognize gross premiums written at the reinsurance contract inception date. The methodologies applied by RenaissanceRe and the TMR Group Entities for both proportional and multi-year contracts are acceptable under U.S. GAAP (and IFRS and U.K. GAAP with respect to the historical financial statements of TMR AG and TMR UK, respectively) and, since RenaissanceRe and the TMR Group Entities both earn the premium and related acquisition expenses consistently over the policy exposure period, the conforming accounting policy entries do not impact net income.

The entries include decreasing premiums receivable, assumed and ceded unearned premium and reinsurance balances payable on the pro forma condensed consolidated balance sheet to reflect the gross premiums written due to the TMR Group Entities, net of the related acquisition costs payable by the TMR Group Entities as well as the ceded premiums written due from the TMR Group Entities, net of the related acquisition costs payable to the TMR Group Entities, which would have been recognized at the reinsurance contract inception date by the TMR Group Entities. In the pro forma consolidated statement of operations, there is a related decrease in gross and net premiums written. As the premium and related acquisition expenses are unearned there is no impact to net income related to conforming this accounting policy.

 

5


(2)

The table below outlines the calculation to determine the pro forma estimated impact on net investment income due to (decreases) increases in fixed maturity investments trading and cash and cash equivalents as a result of the pro forma net cash consideration paid by RenaissanceRe and the TMR Group Entities to effect the acquisition of the TMR Group Entities, inclusive of the special dividend paid to Tokio from the TMR Group Entities, and estimated transaction costs expected to be paid by RenaissanceRe and the TMR Group Entities:

 

(in thousands, except percentages)    Pro forma
return
    Impact on assets     Pro forma
impact on net
investment
income
 

Decreases to fixed maturity investments trading, at fair value:

        

To reflect the portion of the cash consideration paid by RenaissanceRe to effect the acquisition of the TMR Group Entities funded through the sale of a portion of RenaissanceRe’s fixed maturity investments trading.

     0.53   $ (325,168   $ (1,723

(Decreases) increases to cash and cash equivalents:

        

To reflect the special dividend paid to Tokio from the TMR Group Entities.

     0.13     (500,000     (650

To reflect the portion of the cash consideration paid by RenaissanceRe to effect the acquisition of the TMR Group Entities funded by available cash resources, including cash inflow funded by the partial drawdown of RenaissanceRe’s existing revolving credit facility.

     0.13     (450,000     (585

To reflect estimated transaction costs to be paid by RenaissanceRe.

     0.13     (13,795     (18

To reflect estimated transaction costs to be paid by the TMR Group Entities.

     0.13     (18,796     (24

To reflect cash inflow from the Senior Notes, a portion of which will repay the partial drawdown of RenaissanceRe’s existing revolving credit facility.

     0.13     400,000       520  
        

 

 

 

Net pro forma decrease in net investment income for the nine months ended September 30, 2019

       $ (2,480
        

 

 

 
                        

 

Note 4. Earnings per Share

Pro forma earnings per common share for the nine months ended September 30, 2019 have been calculated using RenaissanceRe’s historical weighted average common shares outstanding, plus 1,739,071 of RenaissanceRe’s common shares issued as acquisition consideration under the TMR Stock Purchase Agreement.

The following table sets forth the calculation of pro forma basic and diluted earnings per common share and the calculation of pro forma basic and diluted weighted average common shares outstanding for the nine months ended September 30, 2019:

 

      Nine months ended September 30,
2019
 
(in thousands, except per share data)    Basic     Diluted  

Pro forma net income available to RenaissanceRe common shareholders

   $ 704,539     $ 704,539  

Pro forma amounts allocated to RenaissanceRe participating common shareholders (1)

     (8,074     (8,074
    

 

 

   

 

 

 

Pro forma net income

   $ 696,465     $ 696,465  
    

 

 

   

 

 

 

Average common shares outstanding:

      

RenaissanceRe historical

     43,003       43,049  

RenaissanceRe common shares issued as acquisition consideration to effect the acquisition of the TMR Group Entities

     1,739       1,739  
    

 

 

   

 

 

 

Pro forma average common shares outstanding

     44,742       44,788  
    

 

 

   

 

 

 

Pro forma net income available to RenaissanceRe common shareholders per common share

   $ 15.57     $ 15.55  
                 

 

(1)

Represents estimated earnings attributable to holders of unvested restricted shares.

 

6