May 7, 2020 - 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 March 31, 2020

☐ 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 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 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 ☐, 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 May 4, 2020 was 44,033,618.

RENAISSANCERE HOLDINGS LTD.

TABLE OF CONTENTS



		Page
	NOTE ON FORWARD-LOOKING STATEMENTS	3

PART I
ITEM 1.	FINANCIAL STATEMENTS	6
ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	57
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	85
ITEM 4.	CONTROLS AND PROCEDURES	85

PART II
ITEM 1.	LEGAL PROCEEDINGS	86
ITEM 1A.	RISK FACTORS	86
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	88
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	88
ITEM 4.	MINE SAFETY DISCLOSURES	88
ITEM 5.	OTHER INFORMATION	88
ITEM 6.	EXHIBITS	89

SIGNATURES - RENAISSANCERE HOLDINGS LTD.		90

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 uncertainty of the impact of the COVID-19 pandemic and measures taken in response thereto;


•	the effect of legislative, regulatory, judicial or social influences related to the COVID-19 pandemic on our financial performance and our ability to conduct our business;


•	the impact of the COVID-19 pandemic on the value of our investments and access to capital;


•	the effect that measures taken to mitigate the COVID-19 pandemic have on our operations and those of our counterparties;


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


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


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


•	our ability to maintain our financial strength ratings;


•	the effect of emerging claims and coverage issues;


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


•	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;


•	soft reinsurance underwriting market conditions;


•	the performance of our investment portfolio;


•	a contention by the United States (the “U.S.”) 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 effects of 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;


•	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;


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


•	foreign currency exchange rate fluctuations;


•	changes in the method for determining the London Inter-bank Offered Rate (“LIBOR”) and the potential replacement of LIBOR;


•	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 any 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 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;


•	difficulties investors may have in servicing process or enforcing judgments against us in the U.S.;


•	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;


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


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


•	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; and


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

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, 2019 and under Part II, Item 1A of this Quarterly Report on Form 10-Q, should not be construed as exhaustive. The effects of the events and circumstances described in the risk factors contained in this Form 10-Q may have the effect of heightening many of the risks contained in our Form 10-K. 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

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS



	Page
Consolidated Balance Sheets at March 31, 2020 (unaudited) and December 31, 2019	7
Consolidated Statements of Operations for the three months ended March 31, 2020 and 2019	8
Consolidated Statements of Comprehensive (Loss) Income for the three months ended March 31, 2020 and 2019	9
Consolidated Statements of Changes in Shareholders’ Equity for the three months ended March 31, 2020 and 2019	10
Consolidated Statements of Cash Flows for the three months ended March 31, 2020 and 2019	11
Notes to the Consolidated Financial Statements	12
Note 1. Organization	12
Note 2. Significant Accounting Policies	14
Note 3. Investments	17
Note 4. Fair Value Measurements	19
Note 5. Reinsurance	28
Note 6. Reserve for Claims and Claim Expenses	29
Note 7. Debt and Credit Facilities	33
Note 8. Noncontrolling Interests	34
Note 9. Variable Interest Entities	36
Note 10. Shareholders’ Equity	40
Note 11. Earnings per Share	41
Note 12. Segment Reporting	42
Note 13. Derivative Instruments	44
Note 14. Commitments and Contingencies and Other Items	49
Note 15. Assets and Liabilities Held for Sale	50
Note 16. Condensed Consolidated Financial Information Provided in Connection with Outstanding Debt of Subsidiaries	51

RenaissanceRe Holdings Ltd. and Subsidiaries

Consolidated Balance Sheets

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



	March 31, 2020			December 31, 2019
Assets	(Unaudited)			(Audited)
Fixed maturity investments trading, at fair value – amortized cost $10,941,672 at March 31, 2020 (December 31, 2019 – $11,067,414)	$	11,045,801		$	11,171,655
Short term investments, at fair value	5,263,242			4,566,277
Equity investments trading, at fair value	360,444			436,931
Other investments, at fair value	1,058,714			1,087,377
Investments in other ventures, under equity method	90,396			106,549
Total investments	17,818,597			17,368,789
Cash and cash equivalents	896,216			1,379,068
Premiums receivable	3,105,441			2,599,896
Prepaid reinsurance premiums	1,151,926			767,781
Reinsurance recoverable	2,765,583			2,791,297
Accrued investment income	73,496			72,461
Deferred acquisition costs and value of business acquired	739,875			663,991
Receivable for investments sold	341,786			78,369
Other assets	312,523			346,216
Goodwill and other intangible assets	260,076			262,226
Total assets	$	27,465,519		$	26,330,094
Liabilities, Noncontrolling Interests and Shareholders’ Equity
Liabilities
Reserve for claims and claim expenses	$	9,406,707		$	9,384,349
Unearned premiums	3,245,914			2,530,975
Debt	1,134,695			1,384,105
Reinsurance balances payable	3,775,375			2,830,691
Payable for investments purchased	636,136			225,275
Other liabilities	351,320			932,024
Total liabilities	18,550,147			17,287,419
Commitments and Contingencies
Redeemable noncontrolling interests	3,231,846			3,071,308
Shareholders’ Equity
Preference shares: $1.00 par value – 11,010,000 shares issued and outstanding at March 31, 2020 (December 31, 2019 – 16,010,000)	525,000			650,000
Common shares: $1.00 par value – 44,033,618 shares issued and outstanding at March 31, 2020 (December 31, 2019 – 44,148,116)	44,034			44,148
Additional paid-in capital	502,608			568,277
Accumulated other comprehensive loss	(1,664		)	(1,939		)
Retained earnings	4,613,548			4,710,881
Total shareholders’ equity attributable to RenaissanceRe	5,683,526			5,971,367
Total liabilities, noncontrolling interests and shareholders’ equity	$	27,465,519		$	26,330,094

See accompanying notes to the consolidated financial statements

RenaissanceRe Holdings Ltd. and Subsidiaries

Consolidated Statements of Operations

For the three months ended March 31, 2020 and 2019

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



	Three months ended
	March 31, 2020			March 31, 2019
Revenues
Gross premiums written	$	2,025,721		$	1,564,295
Net premiums written	$	1,269,808		$	929,031
Increase in unearned premiums	(356,710		)	(379,003		)
Net premiums earned	913,098			550,028
Net investment income	99,473			82,094
Net foreign exchange losses	(5,728		)	(2,846		)
Equity in earnings of other ventures	4,564			4,661
Other (loss) income	(4,436		)	3,171
Net realized and unrealized (losses) gains on investments	(110,707		)	170,013
Total revenues	896,264			807,121
Expenses
Net claims and claim expenses incurred	570,954			227,035
Acquisition expenses	210,604			123,951
Operational expenses	67,461			44,933
Corporate expenses	15,991			38,789
Interest expense	14,927			11,754
Total expenses	879,937			446,462
Income before taxes	16,327			360,659
Income tax benefit (expense)	8,846			(7,531		)
Net income	25,173			353,128
Net income attributable to redeemable noncontrolling interests	(98,091		)	(70,222		)
Net (loss) income attributable to RenaissanceRe	(72,918		)	282,906
Dividends on preference shares	(9,056		)	(9,189		)
Net (loss) income (attributable) available to RenaissanceRe common shareholders	$	(81,974	)	$	273,717
Net (loss) income (attributable) available to RenaissanceRe common shareholders per common share – basic	$	(1.89	)	$	6.43
Net (loss) income (attributable) available to RenaissanceRe common shareholders per common share – diluted	$	(1.89	)	$	6.43
Dividends per common share	$	0.35		$	0.34

See accompanying notes to the consolidated financial statements

RenaissanceRe Holdings Ltd. and Subsidiaries

Consolidated Statements of Comprehensive (Loss) Income

For the three months ended March 31, 2020 and 2019

(in thousands of United States Dollars) (Unaudited)



	Three months ended
	March 31, 2020			March 31, 2019
Comprehensive (loss) income
Net income	$	25,173		$	353,128
Change in net unrealized losses on investments, net of tax	(657		)	(37		)
Foreign currency translation adjustments, net of tax	932			—
Comprehensive income	25,448			353,091
Net income attributable to redeemable noncontrolling interests	(98,091		)	(70,222		)
Comprehensive income attributable to redeemable noncontrolling interests	(98,091		)	(70,222		)
Comprehensive (loss) income attributable to RenaissanceRe	$	(72,643	)	$	282,869

See accompanying notes to the consolidated financial statements

RenaissanceRe Holdings Ltd. and Subsidiaries

Consolidated Statements of Changes in Shareholders’ Equity

For the three months ended March 31, 2020 and 2019

(in thousands of United States Dollars) (Unaudited)



	Three months ended
	March 31, 2020			March 31, 2019
Preference shares
Beginning balance	$	650,000		$	650,000
Repurchase of shares	(125,000		)	—
Ending balance	525,000			650,000
Common shares
Beginning balance	44,148			42,207
Issuance of shares	—			1,739
Repurchase of shares	(406		)	—
Exercise of options and issuance of restricted stock awards	292			213
Ending balance	44,034			44,159
Additional paid-in capital
Beginning balance	568,277			296,099
Issuance of shares	—			248,259
Repurchase of shares	(62,215		)	—
Change in redeemable noncontrolling interests	(349		)	(3		)
Exercise of options and issuance of restricted stock awards	(3,105		)	(466		)
Ending balance	502,608			543,889
Accumulated other comprehensive loss
Beginning balance	(1,939		)	(1,433		)
Change in net unrealized losses on investments, net of tax	(657		)	(37		)
Foreign currency translation adjustments, net of tax	932			—
Ending balance	(1,664		)	(1,470		)
Retained earnings
Beginning balance	4,710,881			4,058,207
Net income	25,173			353,128
Net income attributable to redeemable noncontrolling interests	(98,091		)	(70,222		)
Dividends on common shares	(15,359		)	(14,469		)
Dividends on preference shares	(9,056		)	(9,189		)
Ending balance	4,613,548			4,317,455
Total shareholders’ equity	$	5,683,526		$	5,554,033

See accompanying notes to the consolidated financial statements

RenaissanceRe Holdings Ltd. and Subsidiaries

Consolidated Statements of Cash Flows

For the three months ended March 31, 2020 and 2019

(in thousands of United States Dollars) (Unaudited)



	Three months ended
	March 31, 2020			March 31, 2019
Cash flows provided by operating activities
Net income	$	25,173		$	353,128
Adjustments to reconcile net income to net cash provided by operating activities
Amortization, accretion and depreciation	(4,405		)	(3,606		)
Equity in undistributed earnings of other ventures	7,398			5,965
Net realized and unrealized losses (gains) on investments	110,707			(170,013		)
Change in:
Premiums receivable	(505,545		)	(578,175		)
Prepaid reinsurance premiums	(384,145		)	(330,044		)
Reinsurance recoverable	25,714			12,619
Deferred acquisition costs	(75,884		)	(58,861		)
Reserve for claims and claim expenses	22,358			(92,303		)
Unearned premiums	714,939			709,046
Reinsurance balances payable	944,684			837,333
Other	(405,528		)	(307,940		)
Net cash provided by operating activities	475,466			377,149
Cash flows used in investing activities
Proceeds from sales and maturities of fixed maturity investments trading	3,661,294			4,600,808
Purchases of fixed maturity investments trading	(3,370,394		)	(3,519,277		)
Net purchases of equity investments trading	(44,514		)	(4,601		)
Net purchases of short term investments	(704,226		)	(1,374,632		)
Net purchases of other investments	(79,711		)	(51,811		)
Net purchases of investments in other ventures	(1,888		)	(1,573		)
Return of investment from investment in other ventures	9,157			11,250
Net purchase of TMR	—			(276,206		)
Net cash used in investing activities	(530,282		)	(616,042		)
Cash flows (used in) provided by financing activities
Dividends paid – RenaissanceRe common shares	(15,359		)	(14,469		)
Dividends paid – preference shares	(9,056		)	(9,189		)
RenaissanceRe common share repurchases	(62,621		)	—
Repayment of debt	(250,000		)	—
Repayment of RenaissanceRe Revolving Credit Facility	—			200,000
Redemption of 6.08% Series C preference shares	(125,000		)	—
Net third party redeemable noncontrolling interest share transactions	42,599			(16,847		)
Taxes paid on withholding shares	(10,180		)	(6,957		)
Net cash (used in) provided by financing activities	(429,617		)	152,538
Effect of exchange rate changes on foreign currency cash	1,581			(292		)
Net decrease in cash and cash equivalents	(482,852		)	(86,647		)
Cash and cash equivalents, beginning of period	1,379,068			1,107,922
Cash and cash equivalents, end of period	$	896,216		$	1,021,275

See accompanying notes to the consolidated financial statements

RENAISSANCERE HOLDINGS LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2020

(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 RenaissanceRe’s Annual Report on Form 10-K (“Form 10-K”) for the fiscal year ended December 31, 2019.

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 (“RenaissanceRe Specialty Holdings”), completed its previously announced purchase of all of the share capital of RenaissanceRe Europe AG (formerly known as Tokio Millennium Re AG) (“RenaissanceRe Europe”), RenaissanceRe (UK) Limited (formerly known as Tokio Millennium Re (UK) Limited) (“RenaissanceRe UK”), and their respective subsidiaries (collectively, “TMR”) 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” in the Company’s “Notes to the Consolidated Financial Statements” included in the Company’s Form 10-K for the year ended December 31, 2019 for additional information regarding the TMR Stock Purchase.


•	Renaissance Reinsurance Ltd. (“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. RenaissanceRe Syndicate Management Ltd. (“RSML”), a wholly owned subsidiary of RenaissanceRe, is the managing agent for Syndicate 1458.


•	RenaissanceRe Europe, a Swiss-domiciled reinsurance company, which has branches in Australia, Bermuda, the U.K. and the U.S., provides property, casualty and specialty reinsurance coverages to insurers and reinsurers on a worldwide basis.

•

RenaissanceRe UK, a U.K.-domiciled reinsurance company in run-off, provided property, casualty and specialty reinsurance coverages on a worldwide basis. RenaissanceRe UK was placed into run-off effective July 1, 2015, from which date all new and renewal business was written by the U.K. branch of RenaissanceRe Europe. On February 4, 2020, RenaissanceRe Specialty Holdings entered into an agreement to sell RenaissanceRe UK to an investment vehicle managed by AXA Liabilities Managers, an affiliate of AXA XL. The sale is subject to regulatory approval and is expected to close in 2020.


•	The Company also manages property, casualty and specialty reinsurance business written on behalf of joint ventures, which include Top Layer Reinsurance Ltd. (“Top Layer Re”), recorded under the equity method of accounting, and DaVinci Reinsurance Ltd. (“DaVinci”). Because the Company owns

a noncontrolling equity interest in, but controls a majority of the outstanding voting power of, DaVinci’s parent, DaVinciRe Holdings Ltd. (“DaVinciRe”), the results of DaVinci and DaVinciRe are consolidated in the Company’s consolidated financial statements and all significant intercompany transactions have been eliminated. Redeemable noncontrolling interest - DaVinciRe represents the interests of external parties with respect to the net income and shareholders’ equity of DaVinciRe. Renaissance Underwriting Managers, Ltd. (“RUM”), a wholly owned subsidiary of RenaissanceRe, acts as exclusive underwriting manager for these joint ventures in return for fee-based income and profit participation.

•

RenaissanceRe Medici Fund Ltd. (“Medici”) is an exempted fund, incorporated under the laws of Bermuda. Medici’s objective is to seek to invest substantially all of its assets in various insurance-based investment instruments that have returns primarily tied to property catastrophe risk. Third-party investors have subscribed for a portion of the participating, non-voting common shares of Medici. Because the Company owns a noncontrolling equity interest in, but controls a majority of the outstanding voting power of Medici, through its wholly-owned parent, RenaissanceRe Fund Holdings Ltd. (“Fund Holdings”), the results of Medici and Fund Holdings are consolidated in the Company’s consolidated financial statements and all significant inter-company transactions have been eliminated. Redeemable noncontrolling interest - Medici represents the interests of external parties with respect to the net income and shareholders’ equity of Medici.

•

Upsilon RFO Re Ltd., formerly known as Upsilon Reinsurance II Ltd. (“Upsilon RFO”), a Bermuda domiciled special purpose insurer (“SPI”), is a managed joint venture formed by the Company principally to provide additional capacity to the worldwide aggregate and per-occurrence primary and retrocessional property catastrophe excess of loss market. Upsilon RFO is considered a variable interest entity (“VIE”) and the Company is considered the primary beneficiary. As a result, Upsilon RFO is consolidated by the Company and all significant inter-company transactions have been eliminated.

•

RenaissanceRe Upsilon Fund Ltd. (“Upsilon Fund”), an exempted Bermuda segregated accounts company, was formed by the Company to provide a fund structure through which third-party investors can invest in reinsurance risk managed by the Company. As a segregated accounts company, Upsilon Fund is permitted to establish segregated accounts to invest in and hold identified pools of assets and liabilities. Each pool of assets and liabilities in each segregated account is structured to be ring-fenced from any claims from the creditors of Upsilon Fund’s general account and from the creditors of other segregated accounts within Upsilon Fund. Third-party investors purchase redeemable, non-voting preference shares linked to specific segregated accounts of Upsilon Fund and own 100% of these shares. Upsilon Fund is an investment company and is considered a VIE. The Company is not considered the primary beneficiary of Upsilon Fund and, as a result, the Company does not consolidate the financial position and results of operations of Upsilon Fund.

•

The Company formed Vermeer Reinsurance Ltd. (“Vermeer”), an exempted Bermuda reinsurer, with PGGM, a Dutch pension fund manager. Vermeer provides capacity focused on risk remote layers in the U.S. property catastrophe market. Vermeer is managed by RUM in return for a management fee. The Company maintains a majority voting control of Vermeer, while PGGM retains economic benefits. Vermeer is considered a VIE, as it has voting rights that are not proportional to its participating rights and the Company is the primary beneficiary. As a result, the Company consolidates Vermeer and all significant inter-company transactions have been eliminated. The Company does not currently expect its voting or economic interest in Vermeer to fluctuate.

•

Fibonacci Reinsurance Ltd. ("Fibonacci Re"), a Bermuda-domiciled SPI, provides collateralized capacity to Renaissance Reinsurance and its affiliates. Fibonacci Re raises capital from third-party investors and the Company, via private placements of participating notes which are listed on the Bermuda Stock Exchange. Fibonacci Re is considered a VIE. The Company is not considered the primary beneficiary of Fibonacci Re and, as a result, the Company does not consolidate the financial position and results of operations of Fibonacci Re.


•	The Company and Reinsurance Group of America, Incorporated closed an initiative (“Langhorne”) to source third-party capital to support reinsurers targeting large in-force life and annuity blocks. Langhorne Holdings LLC (“Langhorne Holdings”) is a company that owns and manages certain reinsurance entities within Langhorne. Langhorne Partners LLC (“Langhorne Partners”) is the

general partner for Langhorne and the entity which manages the third-parties investing in Langhorne Holdings. The Company concluded that Langhorne Holdings meets the definition of a VIE. The Company is not the primary beneficiary of Langhorne Holdings and as a result, the Company does not consolidate the financial position or results of operations of Langhorne Holdings. The Company concluded that Langhorne Partners is not a VIE. The Company will account for its investments in Langhorne Holdings and Langhorne Partners under the equity method of accounting, one quarter in arrears.

•

Mona Lisa Re Ltd. (“Mona Lisa Re”), a Bermuda domiciled SPI, provides reinsurance capacity to subsidiaries of RenaissanceRe, namely Renaissance Reinsurance and DaVinci, through reinsurance agreements which are collateralized and funded by Mona Lisa Re through the issuance of one or more series of principal-at-risk variable rate notes. The Company concluded that Mona Lisa Re meets the definition of a VIE as it does not have sufficient equity capital to finance its activities. The Company evaluated its relationship with Mona Lisa Re and concluded it is not the primary beneficiary of Mona Lisa Re as it does not have power over the activities that most significantly impact the economic performance of Mona Lisa Re. As a result, the financial position and results of operations of Mona Lisa Re are not consolidated by the Company.

•

In connection with the acquisition of TMR, the Company manages Shima Reinsurance Ltd. (“Shima Re”), Norwood Re Ltd. (“Norwood Re”) and Blizzard Re Ltd. (“Blizzard Re”) (together, the “TMR managed third-party capital vehicles”), which provide third-party investors with access to reinsurance risk formerly managed by TMR. Following the closing of the acquisition, the retrocessionaires providing reinsurance to TMR on certain TMR managed third-party capital vehicles’ legacy portfolios of in-force and expired contracts were replaced. The TMR managed third-party capital vehicles no longer write new business.

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES

There have been no material changes to the Company’s significant accounting policies as described in its Form 10-K for the year ended December 31, 2019, except as described below.

BASIS OF PRESENTATION

These consolidated financial statements have been prepared on the basis of accounting principles generally accepted in the U.S. (“GAAP”) for interim financial information and in conformity with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete consolidated financial statements. In the opinion of management, these unaudited consolidated financial statements reflect all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the Company’s financial position and results of operations as at the end of and for the periods presented. All significant intercompany accounts and transactions have been eliminated from these statements.

Certain comparative information has been reclassified to conform to the current presentation. Because of the seasonality of the Company’s business, the results of operations and cash flows for any interim period will not necessarily be indicative of the results of operations and cash flows for the full fiscal year or subsequent quarters.

USE OF ESTIMATES IN FINANCIAL STATEMENTS

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported and disclosed amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates. The major estimates reflected in the Company’s consolidated financial statements include, but are not limited to, the reserve for claims and claim expenses; reinsurance recoverables, including allowances for reinsurance recoverables deemed uncollectible; estimates of written and earned premiums; fair value, including the fair value of investments, financial instruments and derivatives; impairment charges; deferred acquisition costs and the value of business acquired (“VOBA”) and the Company’s deferred tax valuation allowance.

INVESTMENTS

Other Investments

The Company accounts for its other investments at fair value in accordance with FASB ASC Topic Financial Instruments with interest, dividend income, income distributions included in net investment income and realized and unrealized gains and losses included in net realized and unrealized (losses) gains on investments. The fair value of certain of the Company’s fund investments, which principally include private equity investments, senior secured bank loan funds and hedge funds, is recorded on its balance sheet in other investments, and is generally established on the basis of the net valuation criteria established by the managers of such investments, if applicable. The net valuation criteria established by the managers of such investments is established in accordance with the governing documents of such investments. Certain of the Company’s fund managers, fund administrators, or both, are unable to provide final fund valuations as of the Company’s current reporting date. The typical reporting lag experienced by the Company to receive a final net asset value report is one month for hedge funds and senior secured bank loan funds and three months for private equity investments, although, in the past, in respect of certain of the Company’s private equity investments, the Company has on occasion experienced delays of up to six months at year end, as the private equity investments typically complete their respective year-end audits before releasing their final net asset value statements.

In circumstances where there is a reporting lag between the current period end reporting date and the reporting date of the latest fund valuation, the Company estimates the fair value of these funds by starting with the most recently available prior month or quarter-end fund valuations, adjusting these valuations for actual capital calls, redemptions or distributions, as well as the impact of changes in foreign currency exchange rates, and then estimating the return for the current period. In circumstances in which the Company estimates the return for the current period, all information available to the Company is utilized. This principally includes preliminary estimates reported to the Company by its fund managers, obtaining the valuation of underlying portfolio investments where such underlying investments are publicly traded and therefore have a readily observable price, using information that is available to the Company with respect to the underlying investments, reviewing various indices for similar investments or asset classes, as well as estimating returns based on the results of similar types of investments for which the Company has obtained reported results, or other valuation methods, where possible. Actual final fund valuations may differ, perhaps materially so, from the Company’s estimates and these differences are recorded in the Company’s statement of operations in the period in which they are reported to the Company as a change in estimate.

The Company’s other investments also include investments in catastrophe bonds which are recorded at fair value and the fair value is based on broker or underwriter bid indications.

RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS

Measurement of Credit Losses on Financial Instruments

In June 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 modifies the recognition of credit losses by replacing the incurred loss impairment methodology with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 is applicable to financial assets such as loans, debt securities, trade receivables, off-balance sheet credit exposures, reinsurance receivables, and other financial assets that have the contractual right to receive cash. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. The Company's invested assets are measured at fair value through net income, and therefore those invested assets would not be impacted by the adoption of ASU 2016-13. The Company has other financial assets, such as reinsurance recoverables, that could be impacted by the adoption of ASU 2016-13. ASU 2016-13 is effective for public business entities that are SEC filers for annual and interim periods beginning after December 15, 2019, accordingly, the Company adopted ASU 2016-13 effective January 1, 2020. The adoption of ASU 2016-13 did not have a material impact on the Company’s consolidated statements of operations and financial position.

Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement

In August 2018, the FASB issued ASU No. 2018-13, Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). The ASU 2018-13 modifies the disclosure requirements of fair value measurements as part of the disclosure framework project with the objective to improve the effectiveness of disclosures in the notes to the financial statements. ASU 2018-13 allows for removal of the amount and reasons for transfer between Level 1 and Level 2 of the fair value hierarchy; the policy for transfers between levels; and the valuation processes for Level 3 fair value measurements. ASU 2018-13 is effective for all entities for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years, accordingly, the Company adopted ASU 2018-13 effective January 1, 2020. Since ASU 2018-13 is disclosure-related only, it did not have a material impact on the Company’s consolidated statements of operations and financial position.

Simplifying the Test for Goodwill Impairment

In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment (“ASU 2017-04”). Among other things, ASU 2017-04 requires the following: (1) the elimination of step two of the goodwill impairment test; entities will no longer utilize the implied fair value of their assets and liabilities for purposes of testing goodwill for impairment, (2) the quantitative portion of the goodwill impairment test will be performed by comparing the fair value of a reporting unit with its carrying amount; an impairment charge is to be recognized for the excess of carrying amount over fair value, but only to the extent of the amount of goodwill allocated to that reporting unit, and (3) foreign currency translation adjustments are not to be allocated to a reporting unit from an entity’s accumulated other comprehensive income (loss); the reporting unit’s carrying amount should include only the currently translated balances of the assets and liabilities assigned to the reporting unit. ASU 2017-04 is effective for public business entities that are SEC filers for annual periods, or any interim goodwill impairment tests in annual periods, beginning after December 15, 2019, accordingly, the Company adopted ASU 2017-04 effective January 1, 2020. The adoption of ASU 2017-04 did not have a material impact on the Company’s consolidated statements of operations and financial position.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED

Simplifying the Accounting for Income Taxes

In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (”ASU 2019-12”). Among other things, ASU 2019-12 eliminates certain exceptions for recognizing deferred taxes for investments, performing intraperiod tax allocation and calculating income taxes in interim periods. ASU 2019-12 also clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. ASU 2019-12 is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption is permitted. The Company is currently evaluating the impact of this guidance; however, it is not expected to have a material impact on the Company’s consolidated statements of operations and financial position.

NOTE 3. INVESTMENTS

Fixed Maturity Investments Trading

The following table summarizes the fair value of fixed maturity investments trading:




	March 31, 2020		December 31, 2019
U.S. treasuries	$	3,915,130	$	4,467,345
Agencies	537,490		343,031
Non-U.S. government	635,282		497,392
Non-U.S. government-backed corporate	283,577		321,356
Corporate	3,259,780		3,075,660
Agency mortgage-backed	1,056,272		1,148,499
Non-agency mortgage-backed	275,026		294,604
Commercial mortgage-backed	540,502		468,698
Asset-backed	542,742		555,070
Total fixed maturity investments trading	$	11,045,801	$	11,171,655

Contractual maturities of fixed maturity investments trading are described in the following table. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.




March 31, 2020	Amortized Cost		Fair Value
Due in less than one year	$	718,359	$	723,397
Due after one through five years	4,984,696		5,039,456
Due after five through ten years	2,549,975		2,612,031
Due after ten years	254,762		256,375
Mortgage-backed	1,862,064		1,871,800
Asset-backed	571,816		542,742
Total	$	10,941,672	$	11,045,801

Equity Investments Trading

The following table summarizes the fair value of equity investments trading:




	March 31, 2020		December 31, 2019
Financials	$	162,904	$	248,189
Communications and technology	88,882		79,206
Consumer	36,920		35,987
Industrial, utilities and energy	33,859		38,583
Healthcare	32,850		29,510
Basic materials	5,029		5,456
Total	$	360,444	$	436,931

Pledged Investments

At March 31, 2020, $6.9 billion of cash and investments at fair value were on deposit with, or in trust accounts for the benefit of, various counterparties, including with respect to the Company’s letter of credit facilities (December 31, 2019 - $7.0 billion). Of this amount, $1.8 billion is on deposit with, or in trust accounts for the benefit of, U.S. state regulatory authorities (December 31, 2019 - $2.0 billion).

Reverse Repurchase Agreements

At March 31, 2020, the Company held $158.6 million (December 31, 2019 - $57.6 million) of reverse repurchase agreements. These loans are fully collateralized, are generally outstanding for a short period of time and are presented on a gross basis as part of short term investments on the Company’s consolidated balance sheets. The required collateral for these loans typically includes high-quality, readily marketable instruments at a minimum amount of 102% of the loan principal. Upon maturity, the Company receives principal and interest income.

Net Investment Income

The components of net investment income are as follows:




	Three months ended
	March 31, 2020			March 31, 2019
Fixed maturity investments	$	73,338		$	61,483
Short term investments	12,092			11,844
Equity investments	1,551			1,027
Other investments
Catastrophe bonds	14,139			8,691
Other	1,629			1,640
Cash and cash equivalents	1,504			1,517
	104,253			86,202
Investment expenses	(4,780		)	(4,108		)
Net investment income	$	99,473		$	82,094

Net Realized and Unrealized (Losses) Gains on Investments

Net realized and unrealized (losses) gains on investments are as follows:




	Three months ended
	March 31, 2020			March 31, 2019
Gross realized gains	$	68,847		$	24,373
Gross realized losses	(11,360		)	(22,943		)
Net realized gains on fixed maturity investments	57,487			1,430
Net unrealized (losses) gains on fixed maturity investments trading	(20,345		)	103,922
Net realized and unrealized gains on investments-related derivatives	33,181			13,796
Net realized losses on equity investments trading sold during the period	(15,047		)	(1,161		)
Net unrealized (losses) gains on equity investments trading still held at reporting date	(105,937		)	52,658
Net realized and unrealized (losses) gains on equity investments trading	(120,984		)	51,497
Net realized and unrealized losses on other investments - catastrophe bonds	(14,352		)	(2,210		)
Net realized and unrealized (losses) gains on other investments - other	(45,694		)	1,578
Net realized and unrealized (losses) gains on investments	$	(110,707	)	$	170,013

NOTE 4. FAIR VALUE MEASUREMENTS

The use of fair value to measure certain assets and liabilities with resulting unrealized gains or losses is pervasive within the Company’s consolidated financial statements. Fair value is defined under accounting guidance currently applicable to the Company to be the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between open market participants at the measurement date. The Company recognizes the change in unrealized gains and losses arising from changes in fair value in its consolidated statements of operations.

FASB ASC Topic Fair Value Measurements and Disclosures prescribes a

Form: 10-Q

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