July 25, 2019 - 10-Q: Quarterly report pursuant to Section 13 or 15(d)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2019

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-14428

RENAISSANCERE HOLDINGS LTD.

(Exact Name Of Registrant As Specified In Its Charter)



Bermuda	98-0141974
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification Number)

Renaissance House, 12 Crow Lane, Pembroke, Bermuda HM 19

(Address of Principal Executive Office) (Zip Code)

(441) 295-4513

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically, if any, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Act.

Large accelerated filer ☒, Accelerated filer ☐, Non-accelerated filer ☐ (do not check if a smaller reporting company), Smaller reporting company ☐, 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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The number of Common Shares, par value US $1.00 per share, outstanding at July 19, 2019 was 44,162,192.

RENAISSANCERE HOLDINGS LTD.

TABLE OF CONTENTS



		Page
	NOTE ON FORWARD-LOOKING STATEMENTS	3

PART I
ITEM 1.	FINANCIAL STATEMENTS
	Consolidated Balance Sheets at June 30, 2019 (unaudited) and December 31, 2018	5
	Unaudited Consolidated Statements of Operations for the three and six months ended June 30, 2019 and 2018	6
	Unaudited Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2019 and 2018	7
	Unaudited Consolidated Statements of Changes in Shareholders’ Equity for the three and six months ended June 30, 2019 and 2018	8
	Unaudited Consolidated Statements of Cash Flows for the six months ended June 30, 2019 and 2018	9
	Notes to the Consolidated Financial Statements	10
ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	68
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	108
ITEM 4.	CONTROLS AND PROCEDURES	108

PART II
ITEM 1.	LEGAL PROCEEDINGS	109
ITEM 1A.	RISK FACTORS	109
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	109
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	109
ITEM 4.	MINE SAFETY DISCLOSURES	109
ITEM 5.	OTHER INFORMATION	109
ITEM 6.	EXHIBITS	110

SIGNATURES - RENAISSANCERE HOLDINGS LTD.		111

NOTE ON FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this “Form 10-Q”) of RenaissanceRe Holdings Ltd. (the “Company” or “RenaissanceRe”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements are necessarily based on estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward-looking statements made by, or on behalf of, us. In particular, statements using words such as “may”, “should”, “estimate”, “expect”, “anticipate”, “intend”, “believe”, “predict”, “potential”, or words of similar import generally involve forward-looking statements. For example, we may include certain forward-looking statements in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” with regard to trends in results, prices, volumes, operations, investment results, margins, combined ratios, fees, reserves, market conditions, risk management and exchange rates. This Form 10-Q also contains forward-looking statements with respect to our business and industry, such as those relating to our strategy and management objectives, market standing and product volumes, competition and new entrants in our industry, industry capital, insured losses from loss events, government initiatives and regulatory matters affecting the reinsurance and insurance industries.

The inclusion of forward-looking statements in this report should not be considered as a representation by us or any other person that our current objectives or plans will be achieved. Numerous factors could cause our actual results to differ materially from those addressed by the forward-looking statements, including the following:


•	the frequency and severity of catastrophic and other events we cover;


•	the effectiveness of our claims and claim expense reserving process;


•	our ability to maintain our financial strength ratings;


•	the effect of climate change on our business, including the trend towards increasingly frequent and severe climate events;


•	collection on claimed retrocessional coverage, and new retrocessional reinsurance being available on acceptable terms and providing the coverage that we intended to obtain;


•	the effect of emerging claims and coverage issues;


•	the effects of United States (“U.S.”) tax reform legislation and possible future tax reform legislation and regulations, including changes to the tax treatment of our shareholders or investors in our joint ventures or other entities we manage;


•	soft reinsurance underwriting market conditions;


•	our reliance on a small and decreasing number of reinsurance brokers and other distribution services for the preponderance of our revenue;


•	our exposure to credit loss from counterparties in the normal course of business;


•	the effect of continued challenging economic conditions throughout the world;


•	a contention by the Internal Revenue Service (the “IRS”) that Renaissance Reinsurance Ltd. (“Renaissance Reinsurance”), or any of our other Bermuda subsidiaries, is subject to taxation in the U.S.;


•	the success of any of our strategic investments or acquisitions, including our ability to manage our operations as our product and geographical diversity increases;


•	our ability to retain our key senior officers and to attract or retain the executives and employees necessary to manage our business;


•	the performance of our investment portfolio;


•	losses we could face from terrorism, political unrest or war;


•	the effect of cybersecurity risks, including technology breaches or failure, on our business;


•	our ability to successfully implement our business strategies and initiatives;


•	our ability to determine the impairments taken on our investments;


•	the effects of inflation;


•	the ability of our ceding companies and delegated authority counterparties to accurately assess the risks they underwrite;


•	the effect of operational risks, including system or human failures;


•	our ability to effectively manage capital on behalf of investors in joint ventures or other entities we manage;


•	foreign currency exchange rate fluctuations;


•	our ability to raise capital if necessary;


•	our ability to comply with covenants in our debt agreements;


•	changes to the regulatory systems under which we operate, including as a result of increased global regulation of the insurance and reinsurance industries;


•	changes in Bermuda laws and regulations and the political environment in Bermuda;


•	our dependence on the ability of our operating subsidiaries to declare and pay dividends;


•	aspects of our corporate structure that may discourage third-party takeovers and other transactions;


•	the cyclical nature of the reinsurance and insurance industries;


•	adverse legislative developments that reduce the size of the private markets we serve or impede their future growth;


•	consolidation of competitors, customers and insurance and reinsurance brokers;


•	the effect on our business of the highly competitive nature of our industry, including the effect of new entrants to, competing products for and consolidation in the (re)insurance industry;


•	other political, regulatory or industry initiatives adversely impacting us;


•	increasing barriers to free trade and the free flow of capital;


•	our ability to comply with applicable sanctions and foreign corrupt practices laws;


•	international restrictions on the writing of reinsurance by foreign companies and government intervention in the natural catastrophe market;


•	the effect of Organisation for Economic Co-operation and Development (the “OECD”) or European Union (“EU”) measures to increase our taxes and reporting requirements;


•	the effect of the vote by the United Kingdom (the “U.K.”) to leave the EU;


•	changes in regulatory regimes and accounting rules that may impact financial results irrespective of business operations;


•	our need to make many estimates and judgments in the preparation of our financial statements;


•	risks that the ongoing integration of the TMR Group Entities (as defined herein) disrupts or distracts from current plans and operations; and


•	our ability to recognize the benefits of the TMR Stock Purchase (as defined herein).

As a consequence, our future financial condition and results may differ from those expressed in any forward-looking statements made by or on behalf of us. The factors listed above, which are discussed in more detail in our filings with the U.S. Securities and Exchange Commission (“SEC”), including our Annual Report on Form 10-K (“Form 10-K”) for the year ended December 31, 2018, should not be construed as exhaustive. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to revise or update forward-looking statements to reflect new information, events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

PART I FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

RenaissanceRe Holdings Ltd. and Subsidiaries

Consolidated Balance Sheets

(in thousands of United States Dollars, except share and per share amounts)



	June 30, 2019			December 31, 2018
Assets	(Unaudited)			(Audited)
Fixed maturity investments trading, at fair value – amortized cost $10,324,318 at June 30, 2019 (December 31, 2018 – $8,163,962)	$	10,479,666		$	8,088,870
Short term investments, at fair value	4,579,171			2,586,520
Equity investments trading, at fair value	273,646			310,252
Other investments, at fair value	955,437			784,933
Investments in other ventures, under equity method	100,396			115,172
Total investments	16,388,316			11,885,747
Cash and cash equivalents	670,626			1,107,922
Premiums receivable	3,140,688			1,537,188
Prepaid reinsurance premiums	1,158,534			616,185
Reinsurance recoverable	2,865,150			2,372,221
Accrued investment income	76,949			51,311
Deferred acquisition costs and value of business acquired	780,756			476,661
Receivable for investments sold	395,787			256,416
Other assets	344,938			135,127
Goodwill and other intangible assets	265,217			237,418
Total assets	$	26,086,961		$	18,676,196
Liabilities, Noncontrolling Interests and Shareholders’ Equity
Liabilities
Reserve for claims and claim expenses	$	8,484,848		$	6,076,271
Unearned premiums	3,362,520			1,716,021
Debt	1,382,890			991,127
Reinsurance balances payable	3,280,048			1,902,056
Payable for investments purchased	554,696			380,332
Other liabilities	396,651			513,609
Total liabilities	17,461,653			11,579,416
Commitments and Contingencies
Redeemable noncontrolling interests	2,712,466			2,051,700
Shareholders’ Equity
Preference shares: $1.00 par value – 16,010,000 shares issued and outstanding at June 30, 2019 (December 31, 2018 – 16,010,000)	650,000			650,000
Common shares: $1.00 par value – 44,162,192 shares issued and outstanding at June 30, 2019 (December 31, 2018 – 42,207,390)	44,162			42,207
Additional paid-in capital	552,210			296,099
Accumulated other comprehensive loss	(3,869		)	(1,433		)
Retained earnings	4,670,339			4,058,207
Total shareholders’ equity attributable to RenaissanceRe	5,912,842			5,045,080
Total liabilities, noncontrolling interests and shareholders’ equity	$	26,086,961		$	18,676,196

See accompanying notes to the consolidated financial statements

RenaissanceRe Holdings Ltd. and Subsidiaries

Consolidated Statements of Operations

For the three and six months ended June 30, 2019 and 2018

(in thousands of United States Dollars, except per share amounts) (Unaudited)



	Three months ended						Six months ended
	June 30, 2019			June 30, 2018			June 30, 2019			June 30, 2018
Revenues
Gross premiums written	$	1,476,908		$	977,343		$	3,041,203		$	2,136,995
Net premiums written	$	1,022,965		$	604,509		$	1,951,996		$	1,267,553
Increase in unearned premiums	(111,463		)	(175,124		)	(490,466		)	(397,886		)
Net premiums earned	911,502			429,385			1,461,530			869,667
Net investment income	115,832			71,356			197,294			127,832
Net foreign exchange gains (losses)	9,309			(10,687		)	6,463			(6,930		)
Equity in earnings of other ventures	6,812			5,826			11,473			6,683
Other income (loss)	922			1,225			4,093			(17		)
Net realized and unrealized gains (losses) on investments	194,003			(17,901		)	364,648			(100,045		)
Total revenues	1,238,380			479,204			2,045,501			897,190
Expenses
Net claims and claim expenses incurred	453,373			60,167			680,408			231,870
Acquisition expenses	227,482			105,052			351,433			202,763
Operational expenses	59,814			37,543			104,747			78,815
Corporate expenses	23,847			8,301			62,636			15,034
Interest expense	15,534			11,768			27,288			23,535
Total expenses	780,050			222,831			1,226,512			552,017
Income before taxes	458,330			256,373			818,989			345,173
Income tax expense	(9,475		)	(4,506		)	(17,006		)	(1,099		)
Net income	448,855			251,867			801,983			344,074
Net income attributable to redeemable noncontrolling interests	(71,812		)	(54,483		)	(142,034		)	(84,382		)
Net income attributable to RenaissanceRe	377,043			197,384			659,949			259,692
Dividends on preference shares	(9,189		)	(5,596		)	(18,378		)	(11,191		)
Net income available to RenaissanceRe common shareholders	$	367,854		$	191,788		$	641,571		$	248,501
Net income available to RenaissanceRe common shareholders per common share – basic	$	8.36		$	4.78		$	14.82		$	6.21
Net income available to RenaissanceRe common shareholders per common share – diluted	$	8.35		$	4.78		$	14.81		$	6.21
Dividends per common share	$	0.34		$	0.33		$	0.68		$	0.66

See accompanying notes to the consolidated financial statements

RenaissanceRe Holdings Ltd. and Subsidiaries

Consolidated Statements of Comprehensive Income

For the three and six months ended June 30, 2019 and 2018

(in thousands of United States Dollars) (Unaudited)



	Three months ended						Six months ended
	June 30, 2019			June 30, 2018			June 30, 2019			June 30, 2018
Comprehensive income
Net income	$	448,855		$	251,867		$	801,983		$	344,074
Change in net unrealized gains on investments, net of tax	1,309			(1,295		)	1,272			(1,325		)
Foreign currency translation adjustments, net of tax	(3,708		)	—			(3,708		)	—
Comprehensive income	446,456			250,572			799,547			342,749
Net income attributable to redeemable noncontrolling interests	(71,812		)	(54,483		)	(142,034		)	(84,382		)
Comprehensive income attributable to redeemable noncontrolling interests	(71,812		)	(54,483		)	(142,034		)	(84,382		)
Comprehensive income attributable to RenaissanceRe	$	374,644		$	196,089		$	657,513		$	258,367

See accompanying notes to the consolidated financial statements

RenaissanceRe Holdings Ltd. and Subsidiaries

Consolidated Statements of Changes in Shareholders’ Equity

For the three and six months ended June 30, 2019 and 2018

(in thousands of United States Dollars) (Unaudited)



	Three months ended						Six months ended
	June 30, 2019			June 30, 2018			June 30, 2019			June 30, 2018
Preference shares
Beginning balance	$	650,000		$	400,000		$	650,000		$	400,000
Issuance of shares	—			250,000			—			250,000
Ending balance	650,000			650,000			650,000			650,000
Common shares
Beginning balance	44,159			40,246			42,207			40,024
Issuance of shares	—			—			1,739			—
Exercise of options and issuance of restricted stock awards	3			17			216			239
Ending balance	44,162			40,263			44,162			40,263
Additional paid-in capital
Beginning balance	543,889			38,552			296,099			37,355
Issuance of shares	—			—			248,259			—
Offering expenses	—			(8,498		)	—			(8,498		)
Change in redeemable noncontrolling interests	(213		)	271			(216		)	327
Exercise of options and issuance of restricted stock awards	8,534			4,769			8,068			5,910
Ending balance	552,210			35,094			552,210			35,094
Accumulated other comprehensive loss
Beginning balance	(1,470		)	194			(1,433		)	224
Change in net unrealized gains on investments, net of tax	1,309			(1,295		)	1,272			(1,325		)
Foreign currency translation adjustments, net of tax	(3,708		)	—			(3,708		)	—
Ending balance	(3,869		)	(1,101		)	(3,869		)	(1,101		)
Retained earnings
Beginning balance	4,317,455			3,957,261			4,058,207			3,913,772
Net income	448,855			251,867			801,983			344,074
Net income attributable to redeemable noncontrolling interests	(71,812		)	(54,483		)	(142,034		)	(84,382		)
Dividends on common shares	(14,970		)	(13,244		)	(29,439		)	(26,468		)
Dividends on preference shares	(9,189		)	(5,596		)	(18,378		)	(11,191		)
Ending balance	4,670,339			4,135,805			4,670,339			4,135,805
Total shareholders’ equity	$	5,912,842		$	4,860,061		$	5,912,842		$	4,860,061

See accompanying notes to the consolidated financial statements

RenaissanceRe Holdings Ltd. and Subsidiaries

Consolidated Statements of Cash Flows

For the six months ended June 30, 2019 and 2018

(in thousands of United States Dollars) (Unaudited)



	Six months ended
	June 30, 2019			June 30, 2018
Cash flows provided by operating activities
Net income	$	801,983		$	344,074
Adjustments to reconcile net income to net cash provided by operating activities
Amortization, accretion and depreciation	(16,529		)	24,741
Equity in undistributed earnings of other ventures	5,380			(7,262		)
Net realized and unrealized (gains) losses on investments	(364,648		)	100,045
Net unrealized gains included in net investment income	(2,181		)	(8,714		)
Change in:
Premiums receivable	(965,765		)	(655,025		)
Prepaid reinsurance premiums	(402,551		)	(391,955		)
Reinsurance recoverable	55,812			131,639
Deferred acquisition costs	1,911			(84,604		)
Reserve for claims and claim expenses	1,061			(378,063		)
Unearned premiums	882,888			789,841
Reinsurance balances payable	1,107,889			1,095,944
Other	(321,281		)	(611,550		)
Net cash provided by operating activities	783,969			349,111
Cash flows used in investing activities
Proceeds from sales and maturities of fixed maturity investments trading	9,405,348			4,813,208
Purchases of fixed maturity investments trading	(9,230,000		)	(5,014,011		)
Net sales (purchases) of equity investments trading	125,597			(34,298		)
Net purchases of short term investments	(1,972,717		)	(1,062,422		)
Net purchases of other investments	(133,889		)	(111,921		)
Net purchases of investments in other ventures	(2,249		)	(20,952		)
Return of investment from investment in other ventures	11,250			8,464
Net purchase of other assets	(4,108		)	—
Net purchase of the TMR Group Entities	(276,206		)	—
Net cash used in investing activities	(2,076,974		)	(1,421,932		)
Cash flows provided by financing activities
Dividends paid – RenaissanceRe common shares	(29,439		)	(26,468		)
Dividends paid – preference shares	(18,378		)	(11,191		)
Issuance of debt, net of expenses	396,411			—
Issuance of preference shares, net of expenses	—			242,371
Net third party redeemable noncontrolling interest share transactions	514,732			64,534
Taxes paid on withholding shares	(7,083		)	(7,044		)
Net cash provided by financing activities	856,243			262,202
Effect of exchange rate changes on foreign currency cash	(534		)	(2,501		)
Net decrease in cash and cash equivalents	(437,296		)	(813,120		)
Cash and cash equivalents, beginning of period	1,107,922			1,361,592
Cash and cash equivalents, end of period	$	670,626		$	548,472

See accompanying notes to the consolidated financial statements

RENAISSANCERE HOLDINGS LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2019

(unless otherwise noted, amounts in tables expressed in thousands of United States (“U.S.”) dollars,

except shares, per share amounts and percentages) (Unaudited)

NOTE 1. ORGANIZATION

This report on Form 10-Q should be read in conjunction with the RenaissanceRe’s Annual Report on Form 10-K (“Form 10-K”) for the fiscal year ended December 31, 2018.

RenaissanceRe was formed under the laws of Bermuda on June 7, 1993. Together with its wholly owned and majority-owned subsidiaries and joint ventures, the Company provides property, casualty and specialty reinsurance and certain insurance solutions to its customers.

•

On March 22, 2019, the Company’s wholly owned subsidiary, RenaissanceRe Specialty Holdings (UK) Limited, 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”). See “Note 3. Acquisition of Tokio Millennium Re” for additional information regarding the TMR Stock Purchase.


•	Renaissance Reinsurance, a Bermuda-domiciled reinsurance company, is the Company’s principal reinsurance subsidiary and provides property, casualty and specialty reinsurance coverages to insurers and reinsurers on a worldwide basis.


•	Renaissance Reinsurance U.S. Inc. (“Renaissance Reinsurance U.S.”) is a reinsurance company domiciled in the state of Maryland that provides property, casualty and specialty reinsurance coverages to insurers and reinsurers, primarily in the Americas.

•

RenaissanceRe Underwriting Managers U.S. LLC, a specialty reinsurance agency domiciled in the state of Connecticut, provides specialty treaty reinsurance solutions on both a quota share and excess of loss basis; and writes business on behalf of RenaissanceRe Specialty U.S. Ltd. (“RenaissanceRe Specialty U.S.”), a Bermuda-domiciled reinsurer, which operates subject to U.S. federal income tax, and RenaissanceRe Syndicate 1458 (“Syndicate 1458”).


•	Syndicate 1458 is the Company’s Lloyd’s syndicate. RenaissanceRe Corporate Capital (UK) Limited (“RenaissanceRe CCL”), a wholly owned subsidiary of RenaissanceRe, is Syndicate 1458’s sole corporate member and RenaissanceRe Syndicate Management Ltd. (“RSML”), a wholly owned subsidiary of RenaissanceRe, is the managing agent for Syndicate 1458.


•

Form: 10-Q

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