2018 Annual Report
RenaissanceRe
Holdings Ltd.
Financial Highlights
Financial Highlights for RenaissanceRe Holdings Ltd. and Subsidiaries
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(In thousands of United States dollars, except per share amounts and percentages) |
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2018 |
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2017 |
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2016 |
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Gross premiums written
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$ |
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3,310,427 |
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2,797,540 |
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2,374,576 |
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Net income (loss) available (attributable) to
RenaissanceRe common shareholders
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$ |
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197,276 |
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(244,770 |
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480,581 |
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Operating income (loss) available
(attributable) to RenaissanceRe common shareholders (1)
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$ |
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366,595 |
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(332,300 |
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342,253 |
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Total assets
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$ |
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18,676,196 |
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15,226,131 |
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12,352,082 |
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Total shareholders equity
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$ |
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5,045,080 |
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4,391,375 |
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4,866,577 |
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Per common share amounts
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Net income (loss) available (attributable) to RenaissanceRe common shareholders per
common share diluted
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$ |
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4.91 |
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(6.15 |
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11.43 |
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Operating income (loss) available (attributable) to RenaissanceRe common shareholders
per common share diluted (1)
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$ |
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9.17 |
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(8.35 |
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8.10 |
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Book value per common share
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$ |
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104.13 |
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99.72 |
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108.45 |
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Tangible book value per common share
(1)
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$ |
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97.85 |
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93.23 |
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101.87 |
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Tangible book value per common share plus
accumulated dividends (1)
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$ |
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117.17 |
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111.23 |
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118.59 |
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Dividends per common share
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$ |
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1.32 |
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1.28 |
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1.24 |
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Ratios
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Return on average common equity
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% |
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4.7 |
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(5.7 |
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11.0 |
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Operating return on average common equity
(1)
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% |
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8.8 |
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(7.7 |
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7.9 |
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Net claims and claim expense ratio
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% |
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56.7 |
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108.4 |
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37.8 |
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Underwriting expense ratio
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% |
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30.9 |
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29.5 |
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34.7 |
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Combined ratio
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% |
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87.6 |
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137.9 |
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72.5 |
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(1) Represents a non-GAAP financial measure, which is reconciled in the
Comments on Regulation G on pages 9 and 10.
Financial Strength Ratings
(1)
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A.M. Best
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S&P
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Moodys
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Fitch
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Renaissance Reinsurance Ltd. (2)
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A+ |
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A+ |
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A1 |
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A+ |
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DaVinci Reinsurance Ltd. (2)
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A |
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A+ |
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A3 |
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Renaissance Reinsurance U.S. Inc.
(2)
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A+ |
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A+ |
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RenaissanceRe Specialty U.S. Ltd.
(2)
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A+ |
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A+ |
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Renaissance Reinsurance of Europe Unlimited
Company (2)
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A+ |
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A+ |
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Top Layer Reinsurance Ltd. (2)
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A+ |
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AA |
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Vermeer Reinsurance Ltd. (2)
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A |
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RenaissanceRe Syndicate 1458
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Lloyds Overall Market Rating
(3)
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A |
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A+ |
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AA- |
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RenaissanceRe Holdings Ltd. (4)
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Very Strong |
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Very Strong |
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(2) |
The A.M. Best, S&P, Moodys and Fitch ratings for the companies set forth in the table
above reflect the insurers financial strength rating and, in addition to the insurers financial strength rating, the S&P ratings reflect the insurers issuer credit rating.
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(3) |
The A.M. Best, S&P and Fitch ratings for the Lloyds Overall Market Rating represent
RenaissanceRe Syndicate 1458s financial strength rating.
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(4) |
The A.M. Best rating for RenaissanceRe Holdings Ltd. refers to the Enterprise Risk Management
(ERM) A.M. Best score within A.M. Bests credit ratings methodology. The S&P rating for RenaissanceRe Holdings Ltd. represents the rating on its ERM practices.
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1
Letter to Shareholders
By Kevin ODonnell
President and Chief Executive Officer
Each entity in the Integrated System has a separate and defined purpose and strategic advantage, which maximizes our ability to match the most desirable risk with the most efficient capital.
Dear Shareholders,
In so many ways, 2018 was one of our strongest years to date. Our performance was the result of solid execution, continued investment in strategic
imperatives and, in another active year for natural catastrophes around the world, application of our Gross-to-Net Strategy and Integrated System. We furthered our lead
as the preferred market for reinsurance buyers, and solidified our recognition as the best underwriter by brokers, customers, investors and partners. At the same time, we crossed a significant milestone, exceeding $3 billion of gross premiums
written.
I. Our Performance in 2018
Financial Performance
In
2018, we reported net income available to RenaissanceRe common shareholders of $197 million and operating income available to RenaissanceRe common shareholders of $367 million. Our book value per common share increased by 4.4% and our
tangible book value per common share, plus change in accumulated dividends, increased by 6.4%. For the full year, our return on average common equity was 4.7% and our operating return on average common equity was 8.8%.
Throughout the year, we found several meaningful opportunities to invest in our business, and consequently we did not repurchase any of our common
shares. Since our formation, however, we have consistently demonstrated good stewardship of our shareholders capital, returning over $3.5 billion in share buybacks and $1 billion in common share dividends. In 2019, we raised our
quarterly dividend for the 24th consecutive year in a row.
2018 Losses
Once again, we were reminded that ours is a volatile business, with industry-wide insured catastrophe losses approaching $80 billion. Our
results in 2018 benefited from solid underwriting, smart portfolio construction and decades of experience. Additionally, our strong emphasis on a robust Gross-to-Net
Strategy reflected our philosophy that it is better to make slightly less money in good years to ensure we are prepared for active ones.
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RenaissanceRe Holdings Ltd. 2018 Annual Report
An important consideration impacting any reinsurers performance is the development of
significant losses. When losses big or small occur, we rely on, and expect, our customers to manage their claims appropriately. Continuing adverse loss development, however, has compounded the impact of back-to-back large loss years. Most notably, industry losses associated with 2017s Hurricane Irma continue to grow well over a year following the event, raising significant questions about the long-term
health of the Florida market. Absent some large-scale changes to this market, I anticipate its role in our portfolio will continue to diminish. Thankfully, we have preferred access to the best insurance companies in Florida, who have been good
partners with us over the years, and with whom we hope to continue to do business in the future.
Gross-to-Net Strategy
In 2018, our Gross-to-Net Strategy was a critical factor in our outperformance. While losses were not as severe as those in 2017, the difference between our gross and net positions was still substantial, resulting in our
ceding approximately 70% of the gross losses from the years catastrophic events. Several years ago, I said there is a cost for doing the right thing. So, while retro purchases may look expensive when there are no losses, it is in years like
2018 where we can reap substantial benefits.
The
Gross-to-Net Strategy underpins our corporate strategy in several important ways. Rather than merely assuming business, we construct portfolios of risk. While starting
with attractive risk is necessary, it is not sufficient. We need to thoroughly understand the risk characteristics of the assumed business and combine these individual risks into portfolios we design to meet defined capital requirements. These
portfolios are then matched with the most appropriate capital, which could include using our rated balance sheets, vehicles we manage for our partners, traditional retrocessional covers (for both ourselves and our partners), or insurance linked
securities such as cat bonds. Our Gross-to-Net Strategy may also encompass more innovative routes, such as structured reinsurance products with long-term partners and
various aspects of our Integrated System.
The remaining net position is consequently more capital efficient, and therefore more profitable,
allowing us to maximize our return on equity. The advantages to our shareholders are significant and our risk partners receive a well-underwritten portfolio that provides them with the benefits of adding diversifying risk to their often much larger
portfolios. Less obvious, but equally important, our Gross-to-Net Strategy enables us to provide consistent, efficiently-priced protection to our customers, year after
year, regardless of market cycles.
The Integrated System
In addition to our Gross-to-Net Strategy, I frequently discuss the
importance of our Integrated System as one of the many unique components of our corporate strategy. I believe our Integrated System critically distinguishes us from our competitors, creates shareholder value and explains our strong long-term
performance. As such, I would like to take a little time to explain an important aspect of it in more detail.
If you recall, last year
in my letter to shareholders, I discussed the concept of Pareto optimality. A closely related concept is the Pareto efficient frontier, which is the theoretical curve that represents the optimal set of tradeoffs a company can make between different
operating parameters. On the Pareto efficient frontier, you cannot improve one parameter without worsening another. It is the point where there are no free lunches, and a company is operating as efficiently as possible given its chosen tradeoffs
between activities to deliver a unique mix of value.
Our Integrated System seeks Pareto outcomes by employing multiple balance sheets
and funds which occupy different positions on the Pareto efficient frontier, each designed to provide a different, and optimal, mix of value to our customers. Each entity in the Integrated System has a separate and defined purpose and strategic
advantage, which maximizes our ability to match the most desirable risk with the most efficient capital. Defining the purpose and benefit of each entity is critical, as it provides the allocation framework and allows us to manage the conflicts
inherent in having multiple sources of capital from diverse partners.
3
Letter to Shareholders (continued)
A good example of the Integrated System is our newest joint venture balance sheet, Vermeer Re, which
we manage for PGGM, a leading Dutch pension fund. Vermeer Re will write risk-remote, and therefore capital intensive, U.S. property business. The portfolio we plan to construct for Vermeer Re would be capital consumptive on our existing vehicles, so
this addition to our platform fills a gap in our offering and brings a new and more efficient product to our customers. Given our decades of experience, we are capable of effectively structuring vehicles. Once we identified this opportunity, we were
able to bring additional, efficient coverage to our customers while making high-quality risk available to an important partner.
Taking
a step back to the beginning, the foundation for the Integrated System is our original balance sheet Renaissance Reinsurance Ltd., which we refer to as RRL. RRL is our flagship, rated balance sheet, and is the largest balance
sheet for our risk. Every other entity we formed was created to solve a problem more effectively than RRL could.
For example, one of
the first additions to our Integrated System was Top Layer Re in 1999, our joint venture with State Farm. We had access to international, risk-remote, property catastrophe risk that was attractive, but capital consumptive on RRLs balance
sheet, which made it a less efficient solution for our customers needs. This business, however, was diversifying against U.S. risk, and thus ideal for a partner like State Farm. So, we created Top Layer Re, with a majority of the capital
provided by State Farm in the efficient form of a $3.9 billion stop-loss agreement.
DaVinci Re is another good example. We formed
this balance sheet because we had access to more desirable risk than our RRL balance sheet could efficiently assume, as it was not sufficiently diversifying against RRLs existing book. Additionally, market capacity was constrained and DaVinci
Re supplied new, diversifying capital to this desirable risk, while providing a separate, rated balance sheet to our customers.
It is a
similar case with Upsilon. Certain types of business, such as worldwide aggregate retro, provide broad coverage and therefore are capital consumptive against a rated
balance sheet such as RRL. We had access to a deep pool of this risk and are recognized experts in
underwriting it, so in 2013 we formed Upsilon, a collateralized balance sheet. Upsilon, as an unrated vehicle, posts a dollar of collateral for every dollar of limit provided, and therefore occupies a very different position on the efficient
frontier from a rated balance sheet, providing desirable risk to ILS capital and a greater supply of efficient protection to our customers.
We also have several wholly owned, rated balance sheets, the largest of which are our Lloyds Syndicate 1458 and Renaissance Reinsurance U.S. Inc. For certain lines of business, we needed to be closer to the customer. Syndicate
1458 and Renaissance Reinsurance U.S. helped us accomplish that goal. The Lloyds market is licensed in over 100 countries around the world and has great access to business that requires a market presence. Similarly, Renaissance Reinsurance
U.S. is licensed or authorized in all 50 states.
Over the years, we formed several other ventures occupying unique positions on the
Pareto efficient frontier. Having served their purpose, they were retired. Many of these were created to fulfill a short-term need, and thus their winding down was the expected conclusion to their limited life cycles. The combination of owned
balance sheets and both short-term and long-term managed vehicles allows us to nimbly respond to opportunities and solve more customer problems. Importantly, we never compromise on our underwriting or the discipline required to service each mandate
with precision, transparency and a deft ability to manage increasingly complicated conflicts.
Fees and the Integrated System
One of the benefits of our Integrated System is it allows us to earn fees for bridging the gap between risk and capital. The
starting point for raising capital and creating entities, however, is always to meet customer needs. We believe the industry yardstick of assets under management as a measure of success is misplaced and can lead to unintended, and potentially
deleterious, outcomes. Our vehicles are structured to deliver efficient capital in order to service customers, not to maximize assets under management or fees. So for us, fees are a serendipitous outcome of using our Integrated System to benefit our
customers.
4
RenaissanceRe Holdings Ltd. 2018 Annual Report
Total fee income was about $90 million in 2018, which is up over a third year-on-year. The true earning power of this business is likely higher, given that the catastrophe losses experienced in both 2017 and 2018 reduced our fee income. This is
significant for several reasons. First, this is risk-free income against which we do not need to hold capital, which boosts not only our bottom line, but also our return on equity. Second, these vehicles benefit from the underwriting work we already
undertake for our wholly owned balance sheets. Since we only need to underwrite a risk once, we can leverage a pre-existing risk curve against many sources of capital. Undoubtedly, there are some marginal
costs related to running our fee generating businesses, but these are relatively small. So, not only do we generate a material amount of fee income, but much of it goes straight to our bottom line.
Third-Party Capital & the Price of Risk
While we believe third-party capital is an important component of our business, due to the inherent risk of conflicts of interest, I believe this capital needs to be intermediated by strong underwriting. Strong underwriting is
critical because it helps answer the question, What is the correct price of risk? As important as the answer to this question is, it is a priori unknowable, and ex post facto unactionable.
The best and simplest definition of risk I have seen is from Elroy Dimson of the London Business School Risk means more
things can happen than will happen. So, to best understand risk, we build stochastic models that generate probability distributions of outcomes from very good (no loss) to very bad (total loss), and we use these distributions to estimate the
price necessary for us to assume a given risk. This pricing process requires us, as underwriters, to determine a final distribution that best represents the set of outcomes that can happen. I highlight this because many market participants have
focused solely on expected loss, or mean of the distribution, both of which are fancy ways of saying the average. This is a single number, which we believe is insufficient to understand, much less price, the
assumed risk. It is the equivalent of saying, Many very different things can happen, so
lets take the average and assume that is what will happen. In our business, you almost never get the average.
As an example
closer to home, assume we are in a world where an underwriter has a choice between two contracts. Each contract has a limit of $100, premium of $2 and expected (average) loss of 1%. In reinsurance terms, each contract has a 50% loss ratio, meaning
on average $1 is earned every year. Using only this expected loss statistic, these contracts are indistinguishable. However, with more information about the shape of the risk distribution for each contract, we see they are, in fact, very different.
Assume contract 1 has no standard deviation, so every year you collect $2 in premium and pay $1 in loss. Contract 2, on the other hand,
has two possible outcomes. The first outcome is 99% chance of no loss, so you keep the $2 premium most of the time. The second outcome is a 1% chance that you lose $100, which is what we call tail risk, the risk of extreme outcomes. So, both
contracts still make $1 per year on average, but, I think with this additional information, a good underwriter would select contract 1 with its guarantee of making $1. In addition, in order to responsibly write contract 2, the underwriter must hold
at least $100 in capital, because she never knows when the bad year will happen and must be able to settle the potential for a total loss at any time.
Obviously, this is a simplified view of the world, but it does highlight that understanding the full distribution of potential outcomes, especially the tail risk, is required to appropriately price and underwrite risk, and
defaulting to a single measurement is never a good idea. Due to the growing recognition of the importance of underwriting in the third-party capital market, we are increasingly seeing more sophisticated diligence conducted by investors in order to
assess the underwriting expertise of their managers. Ultimately, I expect the market to migrate to the hybrid model of rated and collateralized capacity we pioneered with our Integrated System. The benefits of the hybrid model are increasingly
recognized, and provide us a significant competitive advantage.
5
Letter to Shareholders (continued)
Enhancing Relationships with Key Partners
State Farm
We had a
successful year in 2018, building and enhancing relationships with important partners. For example, State Farm agreed to take a substantial equity position, investing $250 million in our common shares. Our association with State Farm stretches
back decades. They are founding investors in our joint ventures Top Layer Re and DaVinci Re. This most recent investment establishes them as one of our largest shareholders. Going forward, we believe partnering with the strongest companies in the
value chain, like State Farm, will be of increasing importance.
TMR Acquisition
One of our most significant strategic achievements for 2018 was our agreement to acquire Tokio Marines reinsurance business Tokio
Millennium Re, or TMR. Acquisitions are rare for us, with our last one being Platinum Underwriters Holdings Ltd. in 2015. Given our industry reputation, we have been approached to acquire businesses in the past, but, due to the strength of our
culture and insistence on strong enterprise risk management, we prefer building businesses from the bottom up. Occasionally though, we have the opportunity to acquire a good business at a competitive price.
The TMR transaction accelerates our strategy by providing greater penetration into the reinsurance market at a time when desirable risk remains
scarce, while also permitting us to offer more comprehensive solutions to a larger number of customers. This transaction also enhances our relationship with Tokio Marine, a key partner since 1994. As of this writing, we had not yet closed the TMR
transaction, but, if TMRs tangible book value is unchanged from June 30, 2018, we expect to pay a total of about $1.5 billion in cash (including a pre-closing dividend) and stock, or slightly
over TMRs tangible book value. We still have work to do in order to realize these benefits, but I feel confident that we have the best team in the business and that TMR will make it even stronger.
II. Looking Forward
Virtual Insurance Enterprises
A critical aspect of our strategy is using our skills to support our partners efforts. In the future, we believe this partnership model will
mark its apex in what we call Virtual Insurance Enterprises, where specialists who are best-in-breed in complementary zones of expertise partner to
successfully bridge an evolving value chain. A key implication of these Virtual Insurance Enterprises is the recognition there will be more than one winner in any future state, and it will not be possible for one organization to successfully occupy
all the links in the value chain. Our competitive advantages lie in creating and pricing portfolios, and sourcing the most efficient capital to back them. Understanding this, we believe we can best maximize shareholder value by focusing on our
competitive advantages and bringing them to market in an industry-leading way.
Our identity is quite simply, To be the best
underwriter. We know who we are and what we are good at; consequently, we consistently strive to be the preferred market for matching desirable risk with efficient capital. Put bluntly, if underwriting is no longer valuable, we are no longer
valuable. Thankfully, we have always been able to add value through underwriting and believe we always will. We have a strong record of being a good partner, and I believe we will best maximize shareholder value in the future by focusing on our
strengths and sourcing our risk through partnerships with successful insurers, thereby building Virtual Insurance Enterprises that are more effective and efficient than any actual insurance enterprise.
Market of the Future
I
believe, in order to remain relevant, the insurance market must mature, with the most significant advancements focused in two areas. First, the supply chain must become more efficient. Second, providers of risk capital must manage the frictional
cost of matching risk and capital more efficiently. From our perspective, we have spent the last five years focusing on the second of these imperatives, working diligently to increase our ability to efficiently match risk with capital. We
recognized, as our market matured and
6
RenaissanceRe Holdings Ltd. 2018 Annual Report
became more competitive, we needed to reduce the cost of our capital. We accomplished this by moving
quickly to increase both our scale and our investment and capital leverage. By doing so, we returned these efficiencies to our equity investors through higher margins. We find continuing success in this effort. Over the previous five years, we more
than doubled our gross premiums written while growing shareholders equity approximately 30% and holding the sum of operational and corporate expenses flat.
We expect our operational and capital leverage will continue to improve moving forward and adding the TMR portfolio will allow us to continue to
leverage our platforms. While I am delighted with our performance to date, I note, even with the expected contribution of the TMR deal to increased efficiency, you should not expect us to continue to improve at the same pace. We believe we are at a
point where our existing resources are constrained, and any continued future growth will require an expanded expense base. Our goal, however, is to grow premium faster than expenses.
Why did we choose to focus on our operational efficiency rather than on supply chain efficiency? Primarily for two reasons:
First, we retain greater control over both the process and the benefit of the efficiencies of an improved platform, which is permanent to us.
Others may also close the gap to become more efficient operationally, but that simply reduces our alpha to the market; it does not reduce the benefit accrued to our shareholders.
Second, we believe focusing on the supply chain is less advantageous for us over the long run. Changes that improve the efficiency of the supply
chain are likely to become transparent to competitors, and quickly adopted by all market participants, especially if they do not involve any countervailing tradeoffs. Consequently, any benefit will eventually be mutualized, with fleeting advantages
to a first mover. Supply chain efficiencies are ultimately competed away, and typically inure to the long-term benefit of the consumer.
Board Evolution
We recently announced the nomination of Cynthia Trudell to our Board of Directors. Cynthia will be a great addition and brings a wealth of
experience as a chief executive and leader of organizational talent. Cynthias expertise and proven experience in Board leadership will contribute significantly to our stewardship of the organization on behalf of all of our shareholders.
We also announced the planned retirement of Edward J. Zore at the end of his term in May 2019, after nearly a decade of service.
Eds industry experience, investment acumen and general wise counsel have been invaluable to me and my team. I would like to thank Ed for his many years of distinguished service.
In Closing
2018 was a
difficult year for the industry; however, we outperformed across the board, both financially and strategically. Once again, we benefited from our industry-leading ability to construct efficient portfolios of risk through superior underwriting and
the application of our Gross-to-Net Strategy and Integrated System. In 2019, we face the challenges of successfully integrating TMR while continuing to grow the business
and maximizing shareholder value, but I believe we will rise to that challenge, just as we did in 2018.
|
Sincerely, |
|
|
Kevin J. ODonnell |
President and Chief Executive Officer |
7
Message from the Chair
RenaissanceRes mission is, and has consistently been, to produce superior returns for our
shareholders over the long term. We do this by being a trusted, long-term partner to our customers for assessing and managing risk, delivering responsive solutions and keeping our promises. The principal mission of your Board of Directors is to
oversee managements development and execution of a sound strategic plan, consistent with RenaissanceRes mission and values. In many ways 2018 reflected the rewards and continuing promise of your Companys strategy, as RenaissanceRe
delivered what the Board believes to be extraordinary financial results in the context of large industry losses; extended our value proposition and leading market position with clients and partners worldwide; and grew our operations significantly
with new market offerings and through expansion of our existing, market leading franchises. In addition, we took a significant step to further accelerate our strategy with the announced acquisition of Tokio Millennium Re, the reinsurance operations
of Tokio Marine Holdings, Inc. These achievements are summarized for you in this years letter from our Chief Executive Officer, Kevin ODonnell.
The value propositions, execution capabilities and risk management discipline of insurers and reinsurers are tested by years of elevated industry losses, such as what we have seen in 2018 and 2017. In the view of the Board,
RenaissanceRe more than passed these tests. The Company kept its promises to clients and partners, extended its market reach and presence, and generated strong net returns despite large loss events. As in 2017, investments made over time to support
our industry leading portfolio construction, build and deploy new and enhanced risk management tools, and execute our Gross-to-Net Strategy bore fruit in 2018. Not every
year will pose challenges of this level, but the Board will remain committed to the development and execution of the Companys strategic plan, including oversight of managements business plans and risk management framework.
The Board is also mindful that, against 2018s unusually busy backdrop, the RenaissanceRe team pursued potential growth opportunities with
discipline, culminating in our successful bid for Tokio Millennium Re. The Boards oversight of this process was vigorous and robust. We share managements confidence that the transaction will accelerate our existing strategy, and that our
strategy keeps us well positioned to produce superior long-term financial results. In addition, we join the executive team in welcoming our future colleagues from Tokio Millennium Re to our organization, and in expressing our appreciation of our
long-term and expanded relationship with Tokio Marine Holdings.
The Board is also pleased to welcome State Farm Mutual Automobile
Insurance Company to our shareholder base, extending the long-standing relationship between our two firms. State Farms investment further enhances our
decades-old relationship, benefiting both franchises, the
markets we respectively serve, and our shareholders. Following the closing of our acquisition of Tokio Millennium Re, we anticipate that we will continue to have the very strong capital and liquidity position you have come to expect from
RenaissanceRe.
While our philosophy remains consistent, your Boards composition evolves over time as we consider the skills and
experiences that best suit your Companys future needs and as the circumstances of individual directors change. This year, our distinguished colleague Ed Zore announced his plans to retire from your Board after three full terms as a director.
Ed served with distinction on each of our committees, bringing both his extraordinary business acumen and his passion for and wisdom in respect of corporate governance. Ed was an outstanding advisor and sounding board for both Kevin and me, and we
join every member of the Board in wishing Ed all the best in his retirement.
To succeed Ed, the Board is delighted to unanimously
nominate Ms. Cynthia Trudell to serve you as an independent director. Cynthias remarkable career spans high-performance tenures in chief executive roles and as a leader of organizational talent, which is a perfect suite of experience for
RenaissanceRe as we prepare to meaningfully expand our headcount, operating platform and geographic presence. Moreover, Cynthia brings to us an extensive background in governance, including in the financial risk bearing sector and in industries
confronting change. We look forward to welcoming Cynthia in conjunction with our May 2019 shareholder meeting.
I also wish, once again,
to thank our shareholders and stakeholders who participated over the past year in our continual engagement process. We appreciate your investment in RenaissanceRe, and overseeing managements communications with, disclosure to, and engagement
with you is a priority for the Board. Your engagement supports our ongoing efforts to attract, retain and appropriately incent what your Board believes to be the best team in our industry, and to continue to build the confidence and support of our
clients and investors.
Kevins letter demonstrates how RenaissanceRes strategy, unique culture, distinctive capabilities and
values let us thrive amidst the challenges of 2018, and how these attributes and our strategy position us to succeed in an exciting future. Rest assured that our commitment to overseeing these plans and this remarkable franchise on your behalf will
continue as well.
|
Sincerely, |
|
|
James L. Gibbons |
Non-Executive Chair |
8
Comments on Regulation G
In addition to financial measures prepared in accordance with generally accepted accounting principles (GAAP) set forth in this Annual
Report, the Company has included certain non-GAAP financial measures within the meaning of Regulation G. The Company has consistently provided these financial measures in previous investor communications and
the Companys management believes that these measures are important to investors and other interested persons, and that investors and such other persons benefit from having a consistent basis for comparison between years and for comparison with
other companies within the industry. These measures may not, however, be comparable to similarly titled measures used by companies outside of the insurance industry. Investors are cautioned not to place undue reliance on these non-GAAP measures in assessing the Companys overall financial performance.
The Company uses
operating income (loss) available (attributable) to RenaissanceRe common shareholders as a measure to evaluate the underlying fundamentals of its operations and believes it to be a useful measure of its corporate performance.
Operating income (loss) available (attributable) to RenaissanceRe common shareholders as used herein differs from net income (loss) available (attributable) to RenaissanceRe common shareholders, which the Company believes is
the most directly comparable GAAP measure, by the exclusion of net realized and unrealized gains and losses on investments, and the associated income tax expense or benefit, and the exclusion of the write-down of a portion of the Companys
deferred tax asset as a result of the reduction in the U.S. corporate tax rate from 35% to 21% effective January 1, 2018 pursuant to the Tax Cuts and Jobs Act of 2017 (the Tax Bill), which was enacted on December 21, 2017. The
Companys management believes that operating income (loss) available (attributable) to RenaissanceRe common shareholders is useful to investors because it more accurately measures and predicts the Companys results of
operations by removing the variability arising from fluctuations in the Companys fixed maturity investment portfolio, equity investments trading and investments-related derivatives, the associated income tax expense or benefit of those
fluctuations, and the non-recurring impact of the write-down of a portion of the Companys deferred tax assets as a result of the Tax Bill. The Company also uses operating income (loss) available
(attributable) to RenaissanceRe common shareholders to calculate operating income (loss) available (attributable) to RenaissanceRe common shareholders per common share diluted and operating return on average common
equity annualized. The following is a reconciliation of: 1) net income (loss) available (attributable) to RenaissanceRe common shareholders to operating income (loss) available (attributable) to RenaissanceRe common shareholders; 2) net
income (loss) available (attributable) to RenaissanceRe common shareholders per common share diluted to operating income (loss) available (attributable) to RenaissanceRe common shareholders per common share diluted; and 3) return on
average common equity annualized to operating return on average common equity annualized:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
|
|
|
(in thousands of United States dollars, except per
share amounts and percentages)
|
|
2018 |
|
|
2017 |
|
|
2016 |
|
|
|
Net income (loss)
available (attributable) to RenaissanceRe common shareholders
|
|
|
$197,276 |
|
|
$ |
(244,770 |
) |
|
|
$480,581 |
|
|
|
|
|
Adjustment for net realized and unrealized losses (gains) on
investments
|
|
|
175,069 |
|
|
|
(135,822 |
) |
|
|
(141,328) |
|
|
|
|
|
Adjustment for deferred tax asset write-down (1)
|
|
|
- |
|
|
|
36,705 |
|
|
|
- |
|
|
|
|
|
Adjustment for income tax (benefit) expense (2)
|
|
|
(5,750 |
) |
|
|
11,587 |
|
|
|
3,000 |
|
|
|
|
|
|
|
Operating income (loss) available (attributable) to RenaissanceRe common
shareholders
|
|
$ |
366,595 |
|
|
$ |
(332,300 |
) |
|
|
$342,253 |
|
|
|
|
|
|
|
Net income (loss) available (attributable) to RenaissanceRe common shareholders per
common share - diluted
|
|
$ |
4.91 |
|
|
$ |
(6.15 |
) |
|
|
$ 11.43 |
|
|
|
|
|
Adjustment for net realized and unrealized losses (gains) on
investments
|
|
|
4.40 |
|
|
|
(3.41 |
) |
|
|
(3.40) |
|
|
|
|
|
Adjustment for deferred tax asset write-down (1)
|
|
|
- |
|
|
|
0.92 |
|
|
|
- |
|
|
|
|
|
Adjustment for income tax (benefit) expense (2)
|
|
|
(0.14 |
) |
|
|
0.29 |
|
|
|
0.07 |
|
|
|
|
|
|
|
Operating income (loss) available (attributable) to RenaissanceRe common shareholders per
common share - diluted
|
|
$ |
9.17 |
|
|
$ |
(8.35 |
) |
|
$ |
8.10 |
|
|
|
|
|
|
|
Return on average common equity
|
|
|
4.7 |
% |
|
|
(5.7 |
%) |
|
|
11.0% |
|
|
|
|
|
Adjustment for net realized and unrealized losses (gains) on
investments
|
|
|
4.2 |
% |
|
|
(3.2 |
%) |
|
|
(3.2% |
) |
|
|
|
|
Adjustment for deferred tax asset write-down (1)
|
|
|
- |
|
|
|
0.9 |
% |
|
|
- |
|
|
|
|
|
Adjustment for income tax (benefit) expense (2)
|
|
|
(0.1 |
%) |
|
|
0.3 |
% |
|
|
0.1% |
|
|
|
|
|
|
|
Operating return on average common equity
|
|
|
8.8 |
% |
|
|
(7.7 |
%) |
|
|
7.9% |
|
|
|
(1) |
Adjustment for deferred tax asset write-down represents the write-down of a portion of the
Companys deferred tax asset as a result of the reduction in the U.S. corporate tax rate from 35% to 21% effective January 1, 2018 pursuant to the Tax Bill, which was enacted on December 22, 2017.
|
(2) |
Adjustment for income tax (benefit) expense represents the income tax (benefit) expense associated
with the adjustment for net realized and unrealized losses (gains) on investments. The income tax impact is estimated by applying the statutory rates of applicable jurisdictions, after consideration of other relevant factors.
|
9
The Company has included in this Annual Report tangible book value per common share and tangible book value per common share plus accumulated dividends. Tangible book value per common share is
defined as book value per common share excluding goodwill and intangible assets per common share. Tangible book value per common share plus accumulated dividends is defined as book value per common share excluding goodwill and intangible
assets per common share, plus accumulated dividends. The Company believes book value per common share to be the most directly comparable GAAP measure to tangible book value per common share and tangible book value per common share
plus accumulated dividends, respectively. The Companys management believes tangible book value per common share and tangible book value per common share plus accumulated dividends are useful to investors because
they provide a more accurate measure of the realizable value of shareholder returns, excluding the impact of goodwill and intangible assets. The following is a reconciliation of book value per common share to tangible book value per common share and
tangible book value per common share plus accumulated dividends:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
|
|
|
|
|
2018 |
|
|
2017 |
|
|
2016 |
|
|
|
Book value per common share
|
|
|
$104.13 |
|
|
|
$ 99.72 |
|
|
|
$108.45 |
|
Adjustment for
goodwill and other intangibles (1)
|
|
|
(6.28 |
) |
|
|
(6.49 |
) |
|
|
(6.58 |
) |
|
|
Tangible book
value per common share
|
|
|
97.85 |
|
|
|
93.23 |
|
|
|
101.87 |
|
Adjustment for
accumulated dividends
|
|
|
19.32 |
|
|
|
18.00 |
|
|
|
16.72 |
|
|
|
Tangible book
value per common share plus accumulated dividends
|
|
|
$117.17 |
|
|
|
$111.23 |
|
|
|
$118.59 |
|
|
|
Change in book
value per common share
|
|
|
4.4 |
% |
|
|
(8.0 |
%) |
|
|
9.4 |
% |
Change in tangible
book value per common share plus change in accumulated dividends
|
|
|
6.4 |
% |
|
|
(7.2 |
%) |
|
|
11.4 |
% |
|
|
(1) |
For 2018, 2017 and 2016, goodwill and other intangibles includes $27.7 million,
$16.7 million and $19.7 million, respectively, of goodwill and other intangibles included in investments in other ventures, under equity method.
|
10
UNITED
STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C.
20549
FORM 10-K
x ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended December 31,
2018
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF
THE SECURITIES EXCHANGE ACT OF
1934
For the transition period from to
Commission File
No. 001-14428
RENAISSANCERE HOLDINGS
LTD.
(Exact Name Of Registrant As Specified In Its
Charter)
|
|
|
Bermuda |
98-014-1974 |
(State or Other Jurisdiction of Incorporation or
Organization) |
(I.R.S. Employer Identification
Number) |
Renaissance House, 12 Crow Lane, Pembroke HM 19
Bermuda
(Address of Principal Executive
Offices)
(441)
295-4513
(Registrant’s telephone
number)
Securities registered pursuant to Section 12(b) of the
Act:
|
|
|
Title of each class
|
Name of each exchange on which registered |
Common Shares, Par Value $1.00 per share |
New York Stock Exchange, Inc. |
Series C 6.08% Preference Shares, Par Value $1.00 per share |
New York Stock Exchange, Inc. |
Series E 5.375% Preference Shares, Par Value $1.00 per share |
New York Stock Exchange, Inc. |
Depositary Shares, each representing a 1/1,000th interest in a Series F 5.750% Preference Share, Par Value $1.00 per share
|
New York Stock Exchange,
Inc. |
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Act.
Yes x No
o
Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x
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 x No
o
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 x No
o
Indicate by check mark if disclosure of delinquent
filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, as defined in Rule 12b-2 of the Act. Large
accelerated filer x, Accelerated filer o, Non-accelerated filer o, Smaller reporting company o, Emerging growth company
o
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. o
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Act). Yes o No
x
The aggregate market value of Common Shares held by
nonaffiliates of the registrant at June 30, 2018 was $4,752.5 million based on the closing sale price of the Common Shares on the New York Stock Exchange on that
date.
The number of Common Shares, par value US $1.00 per share, outstanding at February 4, 2019 was
42,207,390.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s
definitive proxy statement for the 2019 Annual General Meeting of Shareholders are incorporated by reference into Part III of this
report.
RENAISSANCERE HOLDINGS
LTD.
TABLE OF
CONTENTS
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Page |
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ITEM 1. |
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ITEM 1A. |
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ITEM 1B. |
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ITEM 2. |
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ITEM 3. |
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ITEM 4. |
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ITEM 5. |
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ITEM 6. |
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ITEM 7. |
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ITEM 7A. |
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ITEM 8. |
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ITEM 9. |
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ITEM 9A. |
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ITEM 9B. |
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ITEM 10. |
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ITEM 11. |
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ITEM 12. |
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ITEM 13. |
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ITEM 14. |
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ITEM 15. |
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ITEM 16. |
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|
NOTE ON FORWARD-LOOKING
STATEMENTS
This Annual Report on Form 10-K for the year ended December 31, 2018 (this “Form 10-K”) 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-K 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 failure to obtain regulatory approvals or satisfy other conditions to completion of the proposed TMR
Stock Purchase (as defined herein); |
|
|
• |
risks that the TMR Stock Purchase disrupts or distracts from current plans and
operations; |
|
|
• |
the ability to recognize the benefits of the TMR Stock Purchase; |
|
|
• |
the amount of the costs, fees, expenses and charges related to the TMR Stock
Purchase; |
|
|
• |
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; |
|
|
• |
collection on claimed retrocessional coverage, and new retrocessional reinsurance being available on
acceptable terms and providing the coverage that we intended to obtain; |
|
|
• |
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; |
|
|
• |
the effect of emerging claims and coverage issues; |
|
|
• |
continued 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 acquisitions or strategic investments, 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; |
|
|
• |
our ability to comply with sanctions and foreign corrupt practices laws with respect to our international
operations; |
|
|
• |
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 U.K. to leave the EU; |
|
|
• |
changes in regulatory regimes and accounting rules that may impact financial results irrespective of
business operations; and |
|
|
• |
our need to make many estimates and judgments in the preparation of our financial
statements. |
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 “Part I, Item 1A. Risk Factors”, in this Form 10-K, 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
ITEM 1.
BUSINESS
In this Form 10-K, references to “RenaissanceRe” refer to RenaissanceRe Holdings Ltd. (the parent company)
and references to “we,” “us,” “our” and the “Company” refer to RenaissanceRe Holdings Ltd. together with its subsidiaries, unless the context requires otherwise.
For your convenience, we have included a “Glossary of Selected Insurance and Reinsurance Terms” at the end of
“Part I, Item 1. Business” of this Form 10-K.
All dollar amounts referred to in this Form 10-K are in U.S. dollars
unless otherwise indicated.
Due to rounding, numbers presented in the tables included in this Form 10-K may not add up
precisely to the totals
provided.
OVERVIEW
RenaissanceRe is a global provider of reinsurance and insurance. We provide property, casualty and specialty reinsurance and certain insurance solutions to customers, principally through
intermediaries. Established in 1993, we have offices in Bermuda, Ireland, Singapore, Switzerland, the United Kingdom (the “U.K.”), and the U.S. Our operating subsidiaries include Renaissance Reinsurance, Renaissance Reinsurance U.S. Inc.
(“Renaissance Reinsurance U.S.”), RenaissanceRe Specialty U.S. Ltd. (“RenaissanceRe Specialty U.S.”), Renaissance Reinsurance of Europe Unlimited Company (“Renaissance Reinsurance of Europe”) and our Lloyd’s
syndicate, RenaissanceRe Syndicate 1458 (“Syndicate 1458”). We also underwrite reinsurance on behalf of joint ventures, including Top Layer Reinsurance Ltd. (“Top Layer Re”), Upsilon RFO Re Ltd. (“Upsilon RFO”),
DaVinci Reinsurance Ltd. (“DaVinci”), Vermeer Reinsurance Ltd. (“Vermeer”) and Fibonacci Reinsurance Ltd. ("Fibonacci Re"). In addition, through RenaissanceRe Medici Fund Ltd. (“Medici”), we invest in various
insurance based investment instruments that have returns primarily tied to property catastrophe risk.
We aspire to be the
world’s best underwriter by matching well-structured risks with efficient sources of capital and our mission is to produce
superior returns for our shareholders over the long term. We seek to accomplish these goals by being a trusted, long-term partner to our customers for assessing and managing risk, delivering responsive and innovative solutions, leveraging our core
capabilities of risk assessment and information management, investing in these core capabilities in order to serve our customers across the cycles that have historically characterized our markets and keeping our promises. Our strategy focuses on
superior risk selection, superior customer relationships and superior capital management. We provide value to our customers and joint venture partners in the form of financial security, innovative products, and responsive service. We are known as a
leader in paying valid claims promptly. We principally measure our financial success through long-term growth in tangible book value per common share plus the change in accumulated dividends, which we believe is the most appropriate measure of our
financial performance and in respect of which we believe we have delivered superior performance over time.
Our core products
include property, casualty and specialty reinsurance and certain insurance products principally distributed through intermediaries, with whom we seek to cultivate strong long-term relationships. We believe we have been one of the world’s
leading providers of catastrophe reinsurance since our founding. In recent years, through the strategic execution of a number of initiatives, including organic growth and acquisitions, we have expanded our casualty and specialty platform and
products and believe we are a leader in certain casualty and specialty lines of business. We have determined our business consists of the following reportable segments: (1) Property, which is comprised of catastrophe and other property reinsurance
and insurance written on behalf of our operating subsidiaries and certain joint ventures managed by our ventures unit, and (2) Casualty and Specialty, which is comprised of casualty and specialty reinsurance and insurance written on behalf of our
operating subsidiaries and certain joint ventures managed by our ventures unit.
To best serve our clients in the places they do
business, we have operating subsidiaries, joint ventures and underwriting platforms around the world, including DaVinci, Renaissance Reinsurance, Top Layer Re, Fibonacci Re, Upsilon RFO and Vermeer in Bermuda, Renaissance Reinsurance U.S. in the
U.S., and Syndicate 1458 in the U.K. We write property and casualty and specialty reinsurance through our wholly owned operating subsidiaries, joint ventures and Syndicate 1458 and certain insurance products primarily
through Syndicate 1458. Although each underwriting platform
may write any or all of our classes of business, our Bermuda platform has traditionally written, and continues to write, the preponderance of our property business and our U.S. platform and Syndicate 1458 write a significant portion of our casualty
and specialty business. Syndicate 1458 provides us with access to Lloyd’s extensive distribution network and worldwide licenses and also writes business through delegated authority arrangements. The underwriting results of our operating
subsidiaries and underwriting platforms are included in our Property and Casualty and Specialty segment results as
appropriate.
Since a meaningful portion of the reinsurance and insurance we write provides protection from damages relating to
natural and man-made catastrophes, our results depend to a large extent on the frequency and severity of such catastrophic events, and the coverages we offer to customers affected by these events. We are exposed to significant losses from these
catastrophic events and other exposures we cover. Accordingly, we expect a significant degree of volatility in our financial results and our financial results may vary significantly from quarter-to-quarter and from year-to-year, based on the level
of insured catastrophic losses occurring around the world. We view our exposure to casualty and specialty lines of business as an efficient use of capital given these risks are generally less correlated with our property lines of business. This has
allowed us to bring additional capacity to our clients, across a wider range of product offerings, while continuing to be good stewards of our shareholders’ capital.
We continually explore appropriate and efficient ways to address the risk needs of our clients and the impact of various regulatory and legislative changes on our operations. We have created and managed, and
continue to manage, multiple capital vehicles across a number of jurisdictions and may create additional risk bearing vehicles or enter into additional jurisdictions in the future. In addition, our differentiated strategy and capability position us
to pursue bespoke or large solutions for clients, which may be non-recurring. This, and other factors including the timing of contract inception, could result in significant volatility of premiums in both our Property and Casualty and Specialty
segments. As our product and geographical diversity increases, we may be exposed to new risks, uncertainties and sources of
volatility.
ACQUISTION OF TOKIO
MILLENNIUM RE AND STATE FARM STOCK PURCHASE
Acquisition of Tokio Millennium
Re
On October 30, 2018, we entered into the 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. (the “TMR Stock Purchase Agreement”), pursuant to which we agreed, subject to the terms and conditions
therein, to cause our wholly owned subsidiary RenaissanceRe Specialty Holdings (UK) Limited to purchase all of the share capital of Tokio Millennium Re AG, Tokio Millennium Re (UK) Limited and their subsidiaries (collectively, the “TMR Group
Entities”) (the “TMR Stock Purchase”). The TMR Group Entities comprise the treaty reinsurance business of Tokio Marine Holdings, Inc., including its third party capital management fronting business. The TMR Stock Purchase is
expected to close in the first half of 2019, subject to the closing conditions set forth in the TMR Stock Purchase Agreement, including the receipt of required regulatory approvals. If consummated, the transaction would add a large portfolio of
reinsurance risk to our own portfolio, currently representing approximately $1.3 billion of incremental reinsurance premium. Following the closing, we anticipate re-underwriting this portfolio over time, and currently estimate that, in light of our
existing risk appetite, we will target approximately $700.0 million of gross reinsurance premiums. We will continue to evaluate the TMR Group Entities’ operations in the period prior to closing, and it is possible that our analysis or views
will evolve. We cannot assure you that the current cedants or other business partners of the TMR Group Entities will renew their business with us, and renewal of the current TMR Group Entities portfolio is not a condition to closing of the TMR Stock
Purchase. Moreover, in the near to medium term we expect operational expenses to increase as we undertake the process of integrating the TMR Group Entities and their operations into our own after the closing. See “Note 20. Acquisition of Tokio Millennium Re” for additional information regarding the TMR Stock
Purchase.
State Farm Stock
Purchase
On December 20, 2018, we issued
1,947,496 of our common shares to State Farm Mutual Automobile Insurance Company (“State Farm”) in exchange for $250.0 million in a private placement pursuant to an Investment Agreement we entered into with State Farm on October 30,
2018.
CORPORATE
STRATEGY
We aspire to be the world’s best underwriter by matching well-structured risks with efficient sources of capital
and our mission is to produce superior returns for our shareholders over the long term. Our strategy for achieving these objectives, which is supported by our core values, our principles and our culture, is to operate an integrated system of
what we believe are our three competitive advantages: superior customer relationships, superior risk selection and superior capital management. We believe all three competitive advantages are required to achieve our objectives, and we aim to
seamlessly coordinate the delivery of these competitive advantages for the benefit of our ceding insurers, brokers, investors in our joint ventures and shareholders.
Superior Customer
Relationships. We seek to be a trusted long-term partner to our customers for assessing and managing risk and delivering responsive solutions. We believe our modeling and technical expertise, our risk management products and our track record of keeping our promises have made
us a provider of first choice in many lines of business to our customers worldwide. We seek to offer stable, predictable and consistent risk-based pricing and a prompt turnaround on
claims.
Superior Risk
Selection. We seek to build a portfolio of risks that produces an attractive risk-adjusted return on utilized capital. We develop a perspective of each risk using both our
underwriters’ expertise and sophisticated risk selection techniques, including computer models and databases such as Renaissance Exposure Management System (“REMS©”). We pursue a disciplined approach to underwriting and seek
to select only those risks that we believe will produce a portfolio with an attractive return, subject to prudent risk constraints. We manage our portfolio of risks dynamically, both within sub-portfolios and across the
Company.
Superior Capital Management. We seek to write as much attractively priced business as is available to us and then manage our capital accordingly. We generally seek to raise capital when we forecast increased demand in the market,
at times by accessing capital through joint ventures or other structures, and seek to return capital to our shareholders or joint venture investors when the demand for our coverages appears to decline and when we believe a return of capital would be
beneficial to our shareholders or joint venture investors. In using joint ventures, we aim to leverage our access to business and our underwriting capabilities on an efficient capital base, develop fee income, generate profit commissions, diversify
our portfolio and provide attractive risk-adjusted returns to our capital providers. We routinely evaluate and review potential joint venture opportunities and strategic
investments.
We believe we are well positioned to fulfill our objectives by virtue of the experience and skill
of our management team, our integrated and flexible underwriting and operating platform, our significant financial strength, our strong relationships with brokers and customers, our commitment to superior service and our proprietary modeling
technology. In particular, we believe our strategy, high performance culture, and commitment to our customers and joint venture partners help us to differentiate ourselves by offering specialized services and products at times and in markets where
capacity and alternatives may be
limited.
SEGMENTS
Our reportable segments are defined as follows: (1) Property, which is comprised of catastrophe and other property reinsurance and insurance written on behalf of our operating subsidiaries and certain
joint ventures managed by our ventures unit, and (2) Casualty and Specialty, which is comprised of casualty and specialty reinsurance and insurance written on behalf of our operating subsidiaries and certain joint ventures managed by our ventures
unit. In addition to our two reportable segments, we have an Other category, which primarily includes our strategic investments, investments unit, corporate expenses, capital servicing costs, noncontrolling interests, certain expenses related to
acquisitions and the remnants of our former Bermuda-based insurance operations.
For the year ended December 31, 2018, our Property and Casualty and Specialty segments accounted for 53.2% and 46.8%, respectively, of our
gross premiums written. Operating results relating to our segments are included in “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations.”
The following table shows gross premiums written allocated
between our segments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended
December 31, |
2018 |
|
2017 |
|
2016 |
|
|
(in thousands) |
|
|
|
|
|
|
|
Property |
$ |
1,760,926 |
|
|
$ |
1,440,437 |
|
|
$ |
1,111,263 |
|
|
|
Casualty and Specialty |
1,549,501 |
|
|
1,357,110 |
|
|
1,263,313 |
|
|
|
Other
category |
— |
|
|
(7 |
) |
|
— |
|
|
|
Total gross premiums
written |
$
|
3,310,427 |
|
|
$
|
2,797,540 |
|
|
$
|
2,374,576 |
|
|
|
|
|
|
|
|
|
|
We write proportional business
as well as excess of loss business. In addition, we maintain delegated authority arrangements through Syndicate 1458, which are included in our Property and Casualty and Specialty segments, as appropriate. Our relative mix of business between
proportional business and excess of loss business has fluctuated in the past and will likely vary in the future. Proportional and delegated authority business typically have relatively higher premiums per unit of expected underwriting income,
together with a higher acquisition expense ratio and combined ratio, than traditional excess of loss reinsurance, as these coverages tend to be exposed to relatively more attritional, and frequent, losses while being subject to less expected
severity.
The following table shows gross premiums written allocated between excess of loss, proportional and
delegated authority for each of our segments:
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
2018 |
Property |
|
Casualty and Specialty |
|
Other |
|
Total |
|
|
(in thousands) |
|
|
|
|
|
|
|
|
|
Excess of
loss |
$ |
1,473,381 |
|
|
$ |
366,635 |
|
|
$ |
— |
|
|
$ |
1,840,016 |
|
|
|
Proportional |
220,458 |
|
|
965,141 |
|
|
— |
|
|
1,185,599 |
|
|
|
Delegated
authority |
67,087
|
|
|
217,725
|
|
|
—
|
|
|
284,812
|
|
|
|
Total gross premiums
written |
$
|
1,760,926 |
|
|
$
|
1,549,501 |
|
|
$
|
— |
|
|
$
|
3,310,427 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
2017 |
|
|
|
|
|
|
|
|
|
Excess of
loss |
$ |
1,192,980 |
|
|
$ |
262,415 |
|
|
$ |
(7 |
) |
|
$ |
1,455,388 |
|
|
|
Proportional |
195,473 |
|
|
894,810 |
|
|
— |
|
|
1,090,283 |
|
|
|
Delegated
authority |
51,984
|
|
|
199,885
|
|
|
—
|
|
|
251,869
|
|
|
|
Total gross premiums
written |
$
|
1,440,437 |
|
|
$
|
1,357,110 |
|
|
$
|
(7 |
)
|
|
$
|
2,797,540 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
2016 |
|
|
|
|
|
|
|
|
|
Excess of
loss |
$ |
932,725 |
|
|
$ |
218,816 |
|
|
$ |
— |
|
|
$ |
1,151,541 |
|
|
|
Proportional |
148,555 |
|
|
900,819 |
|
|
— |
|
|
1,049,374 |
|
|
|
Delegated
authority |
29,983 |
|
|
143,678 |
|
|
— |
|
|
173,661 |
|
|
|
Total gross premiums
written |
$
|
1,111,263 |
|
|
$
|
1,263,313 |
|
|
$
|
— |
|
|
$
|
2,374,576 |
|
|
|
|
|
|
|
|
|
|
|
|
Property
Segment
Our Property segment includes our catastrophe class of business, principally comprised of excess of
loss reinsurance and excess of loss retrocessional reinsurance to insure insurance and reinsurance companies against natural and man-made catastrophes, and our other property class of business, primarily comprised of proportional reinsurance,
property per risk, property (re)insurance, binding facilities and regional U.S. multi-line reinsurance. The following table shows gross premiums written in our Property segment allocated by class of
business:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended
December 31, |
2018 |
|
2017 |
|
2016 |
|
|
(in thousands) |
|
|
|
|
|
|
|
Catastrophe |
$ |
1,349,324 |
|
|
$ |
1,104,450 |
|
|
$ |
884,361 |
|
|
|
Other property |
411,602 |
|
|
335,987 |
|
|
226,902 |
|
|
|
Total
Property segment gross premiums written |
$ |
1,760,926
|
|
|
$ |
1,440,437
|
|
|
$ |
1,111,263
|
|
|
|
|
|
|
|
|
|
|
We write
catastrophe reinsurance and insurance coverage protecting against large natural catastrophes, such as earthquakes, hurricanes and tsunamis, as well as claims arising from other natural and man-made catastrophes such as winter storms, freezes,
floods, fires, windstorms, tornadoes, explosions and acts of terrorism. We offer this coverage to insurance companies and other reinsurers primarily on an excess of loss basis. This means we begin paying when our customers’ claims from a
catastrophe exceed a certain retained amount. We also offer proportional coverages and other structures on a catastrophe-exposed basis and may increase these offerings on an absolute or relative basis in the
future.
As noted above, our excess of loss property contracts generally cover all natural perils, and our predominant exposure
under such coverage is to property damage. However, other risks, including business interruption and other non-property losses, may also be covered under our property reinsurance contracts when arising from a covered peril.
We offer our coverages on a worldwide basis. Because of the wide range of possible catastrophic events to which we are
exposed, including the size of such events and the potential for multiple events to occur in the same time period, our property business is volatile and our financial condition and results of operations reflect this volatility. To moderate the
volatility of our risk portfolio, we may increase or decrease our presence in the property business based on market conditions and our assessment of risk-adjusted pricing adequacy. We frequently purchase reinsurance or other protection for our own
account for a number of reasons, including to optimize the expected outcome of our underwriting portfolio, to manage capital requirements for regulated entities and to reduce the financial impact that a large catastrophe or a series of catastrophes
could have on our results.
Casualty and Specialty
Segment
We write casualty and specialty reinsurance and insurance covering primarily targeted classes of business where we
believe we have a sound basis for underwriting and pricing the risk we assume. Principally all of the business is reinsurance, however our book of insurance business has been increasing in recent periods, and may continue to do so. The following
table shows gross premiums written in our Casualty and Specialty segment allocated by class of business:
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|
|
|
|
|
|
|
|
|
|
Year ended
December 31, |
2018 |
|
2017 |
|
2016 |
|
|
(in thousands) |
|
|
|
|
|
|
|
Professional liability
(1) |
$ |
485,851 |
|
|
$ |
452,310 |
|
|
$ |
377,580 |
|
|
|
General casualty (2) |
453,097 |
|
|
417,880 |
|
|
327,939 |
|
|
|
Financial lines
(3) |
352,902 |
|
|
303,800 |
|
|
413,068 |
|
|
|
Other (4) |
257,651 |
|
|
183,120 |
|
|
144,726 |
|
|
|
Total Casualty and Specialty segment gross premiums written |
$ |
1,549,501
|
|
|
$ |
1,357,110
|
|
|
$ |
1,263,313
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Includes directors
and officers, medical malpractice, and professional indemnity. |
(2) |
Includes automobile
liability, casualty clash, employer’s liability, umbrella or excess casualty, workers’ compensation and general liability |
(3) |
Includes financial
guaranty, mortgage guaranty, political risk, surety and trade credit. |
(4) |
Includes accident
and health, agriculture, aviation, cyber, energy, marine, satellite and terrorism. Lines of business such as regional multi-line and whole account may have characteristics of various other classes of business, and are allocated
accordingly. |
In recent years, we have expanded our Casualty and Specialty segment
operations through organic growth initiatives and acquisitions, and we plan to continue to expand these operations over time if market conditions are appropriate.
Our Casualty and Specialty segment gross premiums written may be subject to significant volatility as certain
lines of business in this segment can be influenced by a small number of relatively large transactions. We seek to underwrite these lines using a disciplined underwriting approach and sophisticated analytical tools. We generally target lines of
business where we believe we can adequately quantify the risks assumed and provide coverage where we believe our underwriting is robust and the market is attractive. We also seek to identify market dislocations and write new lines of business whose
risk and return characteristics are estimated to exceed our hurdle rates. Furthermore, we also seek to manage the correlations of this business with our overall portfolio. We believe that our underwriting and analytical capabilities have positioned
us well to manage our casualty and specialty business.
We offer our casualty and specialty reinsurance products principally on
a proportional basis, and we also provide excess of loss coverage. These products frequently include tailored features such as limits or sub-limits which we believe help us manage our exposures. Any liability exceeding, or otherwise not subject to,
such limits reverts to the cedant. Our Casualty and Specialty segment frequently provides coverage for relatively large limits or exposures, and thus we are subject to potential significant claims
volatility.
Our Casualty and Specialty segment offers certain casualty insurance products through Syndicate 1458 including, but
not limited to, general liability, medical malpractice and professional liability. Syndicate 1458 also writes business through delegated authority arrangements.
As a result of our financial strength, we have the ability to offer significant capacity and, for select risks, we have made available significant limits. We believe these capabilities, the strength of our
casualty and specialty reinsurance underwriting team, and our demonstrated ability and willingness to pay valid claims are competitive advantages of our casualty and specialty reinsurance business. While we believe that these and other initiatives
will support growth in our Casualty and Specialty segment, we intend to continue to apply our disciplined underwriting approach which, together with current and forecasted market conditions, is likely to temper such growth in current and near-term
periods.
Other
Our Other category primarily includes the results of: (1) our share of strategic investments in certain markets we believe offer attractive risk-adjusted returns or where we believe our investment
adds value, and where, rather than assuming exclusive management responsibilities ourselves, we partner with other market participants; (2) our investment unit which manages and invests the funds generated by our consolidated operations;
(3) corporate expenses, certain expenses related to acquisitions, capital servicing costs and noncontrolling interests; and (4) the remnants of our former Bermuda-based insurance
operations.
Geographic Breakdown
Our exposures are generally diversified across
geographic zones, but are also a function of market conditions and opportunities. Our largest exposure has historically been to the U.S. and Caribbean market, which represented 49.7% of our gross premiums written for the year ended December 31, 2018. A significant amount of our U.S. and Caribbean premium provides coverage against windstorms
(mainly U.S. Atlantic hurricanes), earthquakes and other natural and man-made catastrophes.
The following table sets forth the
amounts and percentages of our gross premiums written allocated to the territory of coverage exposure:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
2018
|
|
2017
|
|
2016
|
|
|
Year ended
December 31, |
Gross
Premiums
Written
|
|
Percentage
of
Gross
Premiums
Written
|
|
Gross
Premiums
Written
|
|
Percentage
of
Gross
Premiums
Written
|
|
Gross
Premiums
Written
|
|
Percentage
of
Gross
Premiums
Written
|
|
|
(in thousands, except percentages) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Property Segment |
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. and
Caribbean |
$ |
978,063 |
|
|
29.4 |
% |
|
$ |
954,269 |
|
|
34.1 |
% |
|
$ |
743,226 |
|
|
31.3 |
% |
|
|
Worldwide |
464,311 |
|
|
14.0 |
% |
|
305,915 |
|
|
10.9 |
% |
|
210,168 |
|
|
8.9 |
% |
|
|
Japan |
71,601 |
|
|
2.2 |
% |
|
49,821 |
|
|
1.8 |
% |
|
44,536 |
|
|
1.9 |
% |
|
|
Europe |
144,857 |
|
|
4.4 |
% |
|
49,486 |
|
|
1.8 |
% |
|
37,611 |
|
|
1.6 |
% |
|
|
Worldwide (excluding U.S.)
(1) |
66,872 |
|
|
2.0 |
% |
|
48,182 |
|
|
1.7 |
% |
|
55,043 |
|
|
2.3 |
% |
|
|
Australia and New Zealand |
19,273 |
|
|
0.6 |
% |
|
14,151 |
|
|
0.5 |
% |
|
13,729 |
|
|
0.6 |
% |
|
|
Other |
15,949
|
|
|
0.5
|
%
|
|
18,613
|
|
|
0.7
|
% |
|
6,950
|
|
|
0.3
|
%
|
|
|
Total Property
Segment |
1,760,926 |
|
|
53.1 |
% |
|
1,440,437 |
|
|
51.5 |
% |
|
1,111,263 |
|
|
46.9 |
% |
|
|
Casualty and
Specialty Segment |
|
|
|
|
|
|
|
|
|
|
|
|
|
Worldwide |
776,976 |
|
|
23.4 |
% |
|
686,253 |
|
|
24.5 |
% |
|
581,972 |
|
|
24.5 |
% |
|
|
U.S. and
Caribbean |
667,125 |
|
|
20.2 |
% |
|
622,757 |
|
|
22.3 |
% |
|
646,381 |
|
|
27.2 |
% |
|
|
Europe |
15,296 |
|
|
0.5 |
% |
|
9,752 |
|
|
0.3 |
% |
|
5,541 |
|
|
0.2 |
% |
|
|
Worldwide (excluding U.S.)
(1) |
31,734 |
|
|
1.0 |
% |
|
10,104 |
|
|
0.4 |
% |
|
13,840 |
|
|
0.6 |
% |
|
|
Australia and New Zealand |
3,667 |
|
|
0.1 |
% |
|
4,141 |
|
|
0.1 |
% |
|
5,073 |
|
|
0.2 |
% |
|
|
Other |
54,703
|
|
|
1.7
|
%
|
|
24,103
|
|
|
0.9
|
% |
|
10,506
|
|
|
0.4
|
%
|
|
|
Total Casualty and Specialty Segment |
1,549,501 |
|
|
46.9 |
% |
|
1,357,110 |
|
|
48.5 |
% |
|
1,263,313 |
|
|
53.1 |
% |
|
|
Other
category |
—
|
|
|
— |
% |
|
(7
|
)
|
|
— |
% |
|
—
|
|
|
— |
% |
|
|
Total gross premiums written |
$
|
3,310,427 |
|
|
100.0
|
%
|
|
$
|
2,797,540 |
|
|
100.0
|
% |
|
$
|
2,374,576 |
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
The category “Worldwide (excluding U.S.)” consists of contracts that cover more than one geographic region (other
than the
U.S.). |
VENTURES
We pursue a number of other opportunities through our ventures unit, which has responsibility for creating and managing our joint ventures, executing customized reinsurance transactions to assume or
cede risk and managing certain investments directed at classes of risk other than catastrophe
reinsurance.
Managed Joint
Ventures
We actively manage a number of joint ventures which provide us with an additional presence in the market, enhance our
client relationships and generate fee income and profit commissions. These joint ventures allow us to leverage our access to business and our underwriting capabilities on a larger capital base. Currently, our principal joint ventures include
DaVinci, Top Layer Re, Langhorne (comprised of Langhorne Holdings LLC (“Langhorne Holdings”) and Langhorne Partners LLC (“Langhorne Partners”)(collectively, “Langhorne”)), Medici, Upsilon RFO, RenaissanceRe
Upsilon Fund Ltd. (“Upsilon Fund”), Vermeer and Fibonacci Re. Renaissance Underwriting Managers, Ltd. (“RUM”), a wholly owned subsidiary of the Company, acts as the exclusive underwriting manager for each of these joint
ventures except Langhorne, Medici and Upsilon
Fund.
DaVinci
DaVinci was established in 2001 and principally writes property catastrophe reinsurance and certain low frequency, high severity specialty reinsurance lines of business on a global basis. In general, we seek
to construct for DaVinci a portfolio with risk characteristics similar to those of Renaissance Reinsurance’s property catastrophe reinsurance portfolio, and from time to time, certain lines of specialty reinsurance written by Renaissance
Reinsurance such as terrorism and workers’ compensation. In accordance with DaVinci’s underwriting guidelines, it can only participate in business also underwritten by Renaissance Reinsurance. We maintain majority voting control of
DaVinci’s holding company, DaVinciRe, and accordingly, consolidate the results of DaVinciRe into our consolidated results of operations and financial position. The underwriting results of DaVinciRe are principally included in our Property
segment. We seek to manage DaVinci’s capital efficiently over time in light of the market opportunities and needs we perceive and believe we are able to serve. DaVinciRe is managed by RUM in return for a management fee and performance based
incentive fee. Our noncontrolling economic ownership in DaVinciRe was 22.1% at
December 31,
2018 (2017 -
22.1%).
We
expect our noncontrolling economic ownership in DaVinciRe to fluctuate over time.
Top Layer
Re
Top Layer Re was established in 1999 and writes high excess non-U.S. property catastrophe reinsurance. Top Layer Re is owned
50% by State Farm and 50% by Renaissance Reinsurance. State Farm provides $3.9 billion of stop loss reinsurance coverage to Top Layer Re. Top Layer Re is managed by RUM in return for a management fee. We account for our equity ownership in Top Layer
Re under the equity method of accounting and our proportionate share of its results is reflected in equity in earnings of other ventures in our consolidated statements of
operations.
Medici
Medici is an exempted fund, incorporated under the laws of Bermuda. Medici’s objective is to invest substantially all of its assets in various insurance-based investment instruments that have returns
primarily correlated to property catastrophe risk. Third-party investors subscribe for the majority of the participating, non-voting common shares of Medici. We maintain majority voting control of Medici’s parent, RenaissanceRe Fund Holdings
Ltd. (“Fund Holdings”), therefore the results of Medici and Fund Holdings are consolidated in our financial statements. Medici is managed by RenaissanceRe Fund Management Ltd. in return for a management fee. Our economic ownership in
Medici was 16.6% at December 31, 2018 (2017 - 26.8%).
Upsilon
RFO
In 2013, we formed a managed joint venture, Upsilon RFO, a Bermuda domiciled special purpose insurer
(“SPI”), to provide additional capacity to the worldwide aggregate and per-occurrence primary and
retrocessional property catastrophe excess
of loss market. Upsilon RFO enhances our efforts to match desirable reinsurance risk with efficient capital through a strategic capital structure. Original business is written directly by Upsilon RFO under fully-collateralized reinsurance contracts
capitalized through the sale of non-voting shares to us and Upsilon Fund. Upsilon RFO is considered a variable interest entity (“VIE”) as it has insufficient equity capital to finance its activities without additional financial support
and we are the primary beneficiary. As a result, we consolidate Upsilon RFO and all significant inter-company transactions have been eliminated. Other than our equity investment, we have not provided any financial or other support to Upsilon RFO
that we were not contractually required to provide.
Upsilon
Fund
We incorporated Upsilon Fund, an exempted Bermuda limited segregated accounts company, in 2014. Upsilon Fund was formed to
provide a fund structure through which third party investors can invest in property reinsurance risk managed by us. 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 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 managed by RenaissanceRe Fund Management Ltd. in return for a management fee and performance based incentive fee. We have not provided any financial or other support to
Upsilon Fund that we were not contractually required to provide. Currently, Upsilon Fund is invested in Upsilon RFO and
Medici.
Vermeer
Effective December 17, 2018, we formed 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. We maintain 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 we are the primary beneficiary. As a result, we consolidate Vermeer and all significant inter-company transactions have been eliminated. The portion of Vermeer’s earnings owned
by third parties is recorded in the consolidated statements of operations as net income attributable to redeemable noncontrolling interests. We have not provided any financial or other support to Vermeer that we were not contractually required to
provide.
Fibonacci
Re
In 2016, Fibonacci Re, a Bermuda-domiciled SPI, was formed to provide collateralized capacity to Renaissance
Reinsurance and its affiliates. Fibonacci Re raised capital from third party investors and us via private placements
of participating notes that are listed on the Bermuda Stock Exchange. This arrangement enables Renaissance Reinsurance to support its clients with additional property catastrophe reinsurance capacity and we believe it provides attractive
risk-adjusted returns to our capital partners. We concluded that Fibonacci Re meets the definition of a VIE as it does not have sufficient equity capital to finance its activities. Therefore, we evaluated our relationship with Fibonacci Re and
concluded we are not the primary beneficiary of Fibonacci Re as we do not have power over the activities that most significantly impact the economic performance of Fibonacci. As a result, we do not consolidate the financial position and results of
operations of Fibonacci. Other than our investment in the participating notes of Fibonacci Re, we have not provided financial or other support to Fibonacci Re that we were not contractually required to
provide.
Langhorne
Effective December 22, 2017, we closed an initiative with Reinsurance Group of America, Incorporated to source third party capital to support reinsurers targeting large in-force life and annuity
blocks. Langhorne Holdings is a company that owns and manages certain reinsurance entities within Langhorne. Langhorne Partners is the general partner for Langhorne and the entity which manages the third-party investors investing into
Langhorne Holdings in return for a management and performance based incentive fee. We concluded that Langhorne Holdings meets the definition of a VIE. We are not the primary beneficiary of Langhorne Holdings and as a result, we do not consolidate
the financial position or results of operations of Langhorne Holdings. We concluded that Langhorne Partners was not a VIE. We account for our
investments in Langhorne
Holdings and Langhorne Partners under the equity method of accounting, one quarter in arrears. We anticipate that our investment in Langhorne will increase, perhaps materially, as in-force life and annuity blocks of businesses are written. Other
than our current and committed future equity investment in Langhorne, we have not provided financial or other support to Langhorne that we were not contractually required to
provide.
Strategic Investments
Ventures also pursues strategic investments where, rather than assuming exclusive management responsibilities ourselves, we partner with other market participants. These investments may be directed at
classes of risk other than catastrophe reinsurance, and at times may also be directed at non-insurance risks, such as Insurtech opportunities. We find these investments attractive because of their expected returns, and because they provide us with
diversification benefits and information and exposure to other aspects of the market. For example, in 2018 we acquired a minority shareholding in Catalina Holdings (Bermuda) Ltd, a long-term consolidator in the non-life insurance/reinsurance run-off
sector, which is accounted for at fair value and is included in other investments. Other examples of strategic investments include our investments in Bluegrass Insurance Management, LLC, Tower Hill Claims Service, LLC, Tower Hill Holdings, Inc.,
Tower Hill Insurance Group, LLC, Tower Hill Insurance Managers, LLC, Tower Hill Re Holdings, Inc., Tower Hill Select Insurance Holdings, Inc., Tower Hill Signature Insurance Holdings, Inc. and Tomoka Re Holdings, Inc. (collectively, the “Tower
Hill Companies”), which are accounted for under the equity method of accounting. We also have investments in Essent Group Ltd. and Trupanion Inc., which are accounted for at fair value and are included in other investments.
The carrying value of these investments on our consolidated balance sheet, individually or in the aggregate, may differ from
the realized value we may ultimately attain, perhaps significantly so. For example, we believe that our investment in the Tower Hill Companies, which is recorded under the equity method of accounting in our consolidated financial statements in
accordance with generally accepted accounting principles in the U.S. (“GAAP”), would attract a significantly higher valuation than what is currently recognized in our consolidated financial statements. However, under GAAP, we are
prohibited from recording this investment at fair value. In addition, there is no liquid market for this investment.
Other Transactions
Ventures works on a range of other customized
reinsurance and financing transactions. For example, we have participated in and continuously analyze other attractive opportunities in the market for insurance-linked securities and derivatives. We believe our products contain a number of
customized features designed to fit the needs of our partners, as well as our risk management objectives.
Our ventures business
unit activities that appear in our consolidated underwriting results, such as DaVinci and certain reinsurance transactions, are included in our Property and Casualty and Specialty segment results as appropriate; the results of our equity method
investments, such as Top Layer Re, and other ventures are included in the Other category of our segment results.
NEW BUSINESS
From time to time we consider
diversification into new ventures, either through organic growth, the formation of new joint ventures, or the acquisition of or the investment in other companies or books of business of other companies. This potential diversification includes
opportunities to write targeted, additional classes of risk-exposed business, both directly for our own account and through new joint venture opportunities. We also regularly evaluate potential strategic opportunities we believe might utilize our
skills, capabilities, proprietary technology and relationships to support possible expansion into further risk-related coverages, services and products. Generally, we focus on underwriting or trading risks where we believe reasonably sufficient data
is available and our analytical abilities provide us with a competitive advantage, in order for us to seek to model estimated probabilities of losses and returns in respect of our then current portfolio of risks.
We regularly review potential strategic transactions that might improve our portfolio of business, enhance or
focus our strategies, expand our distribution or capabilities, or provide other benefits. In evaluating potential new ventures or investments, we generally seek an attractive estimated return on equity, the ability to develop or capitalize on a
competitive advantage, and opportunities which we believe will not detract from
our core operations. We believe that our
ability to attract investment and operational opportunities is supported by our strong reputation and financial resources, and by the capabilities and track record of our ventures unit.
COMPETITION
The markets in which we operate are highly competitive, and we believe that competition is, in general, increasing and becoming more robust. Our competitors include independent reinsurance and
insurance companies, subsidiaries and/or affiliates of globally recognized insurance companies, reinsurance divisions of certain insurance companies, domestic and international underwriting operations, and a range of entities offering forms of risk
transfer protection on a collateralized or other non-traditional basis. As our business evolves and the (re)insurance industry continues to experience consolidation, we expect our competitors to change as
well.
We believe that our principal competitors include other companies active in the Bermuda market, currently
including Allied World Assurance Company, AG, Arch Capital Group Ltd., Aspen Insurance Holdings Limited, AXA XL, Axis Capital Holdings Limited, Chubb Limited, Everest Re Group, Ltd., Fidelis Insurance Holdings Limited (“Fidelis”),
Hamilton Re Ltd. (“Hamilton Re”), PartnerRe Ltd., Sompo International (formerly known as Endurance Specialty Holdings Ltd.) and Third Point Reinsurance Ltd. (“Third Point”), as well as a growing number of private, unrated
reinsurers offering predominately collateralized reinsurance. We also compete with certain Lloyd’s syndicates active in the London market, as well as with a number of other industry participants, such as American International Group, Inc.,
Berkshire Hathaway Inc., Hannover Rückversicherung AG (“Hannover Re”), Ironshore Inc., Münchener Rückversicherungs-Gesellschaft Aktiengesellschaft in München (“Munich Re”) and Swiss Re
Ltd.
Hedge funds, pension funds and endowments, investment banks, investment managers (such as Nephila Capital Ltd.), exchanges
and other capital market participants are increasingly active in the reinsurance market and the market for related risk, either through the formation of reinsurance companies (such as Greenlight Reinsurance Ltd., Aeolus Re Ltd., Fidelis, Hamilton
Re, and Third Point) or through the use of other financial products, such as catastrophe bonds, other insurance-linked securities and collateralized reinsurance investment funds. We expect competition from these sources to continue to increase. In
addition, we continue to anticipate growth in financial products offered to the insurance market that are intended to compete with traditional reinsurance, such as exchange traded catastrophe options, insurance-linked securities, unrated privately
held reinsurance companies providing collateralized or other non-traditional reinsurance, catastrophe-linked derivative agreements and other financial products.
The tax policies of the countries where our customers operate, as well as government sponsored or backed catastrophe funds, also affect demand for reinsurance, sometimes significantly. Moreover,
government-backed entities increasingly represent competition for the coverages we provide directly or for the business of our customers, reducing the potential amount of third party private protection our clients might need or
desire.
UNDERWRITING AND ENTERPRISE RISK
MANAGEMENT
Underwriting
Our primary underwriting goal is to construct a portfolio of reinsurance and insurance contracts and other financial risks that maximizes our return on shareholders’ equity, subject to prudent risk
constraints, and to generate long-term growth in tangible book value per common share plus the change in accumulated dividends. We assess each new (re)insurance contract on the basis of the expected incremental return relative to the incremental
contribution to portfolio risk.
We have developed a proprietary, computer-based pricing and exposure management system,
REMS©, which has analytic and modeling capabilities that help us to assess the risk and return of each incremental (re)insurance contract in relation to our overall portfolio of (re)insurance contracts. We believe that REMS© is a robust
underwriting and risk management system that has been successfully integrated into our business processes and culture. In conjunction with pricing models that we run outside of REMS©, the REMS© framework encompasses and facilitates risk
capture, analysis, correlation, portfolio aggregation and capital allocation within a single system for all of our natural hazards and non-natural hazards (re)insurance contracts. We continue to invest in and improve REMS©, incorporating our
underwriting and
modeling experience and adding proprietary software and a
significant amount of new industry data. We continually strive to improve our analytical techniques for both natural hazard and non-natural hazard models in REMS© and while our experience is most developed for analyzing natural hazard
catastrophe risks, we continue to invest in and evolve our capabilities for assessing non-natural hazard catastrophe risks. Over the last five years, we have continued to develop our casualty and specialty modeling tools and capabilities in line
with our business needs. With the acquisition of Platinum Underwriters Holdings, Ltd. (“Platinum”) and the expertise added since then, we believe our tools are now state of the art and fully embedded in our underwriting
processes.
We generally utilize a multiple model approach when evaluating a proposed transaction, combining both probabilistic
and deterministic techniques. We combine the analyses generated by REMS© with other information and other model inputs available to us, including our own knowledge of the client submitting the proposed program, to assess the premium offered
against the risk of loss and the cost of utilized capital which the program presents. The underlying risk models integrated into our underwriting and REMS© framework are a combination of internally constructed and commercially available models.
We use commercially available natural hazard catastrophe models to assist with validating and stress testing our base model and REMS© results.
Before we bind a (re)insurance risk, exposure data, historical loss information and other risk data is gathered from customers. Using a combination of proprietary software, underwriting experience, actuarial
techniques and engineering expertise, as we deem appropriate, the exposure data is reviewed and augmented. We use this data as primary inputs into the REMS© modeling system as a base to create risk distributions to represent the risk being
evaluated. We believe that the REMS© modeling system helps us to analyze each policy on a consistent basis, assisting our determination of what we believe to be an appropriate price to charge for each policy based upon the risk to be assumed.
In part, through the process described above and the utilization of REMS©, we seek to compare our estimate of the expected returns in respect of a contract with the amount of capital we notionally allocate to the contract based on our estimate
of its marginal impact on our portfolio of risks. A key advantage of our REMS© framework is our ability to include additional perils, risks and geographic areas that may not be captured in commercially available natural hazards risk
models.
We periodically review the estimates and assumptions that are reflected in REMS© and our other tools, driven
either by new hazard science and understanding or by experience of loss events. For example, the movement in cedant loss estimates seen across the market in the months following Hurricane Irma prompted us to perform, in conjunction with several
partner companies, a detailed review of the nature of the claims made as a result of that event. In addition, we have reviewed the prevalence of “assignment of benefits”, or “AOB” activity in underlying claims as well as
the impact of loss adjusting expenses and the costs associated with any litigation. This process is informing a change in our view of reinsurance risk in certain parts of the state of Florida based on the observed behavioral norms. More
generally our team of scientists at Weather Predict Consulting Inc. (“Weather Predict”) have been tracking the impact of climate and expanding urban development in both tornado/hail and wildfire risk over the last several years. The
recent history of California wildfire events, and particularly the extreme outbreaks during 2017 and 2018, are being used to validate, and where necessary inform, our representation of this
risk.
Our underwriters use the combination of our risk assessment and underwriting process, REMS© and other tools in their
pricing decisions, which we believe provides them with several competitive advantages. These include the ability to:
|
|
• |
simulate a range of potential outcomes that adequately represents the risk to an individual
contract; |
|
|
• |
analyze the incremental impact of an individual reinsurance contract on our overall
portfolio; |
|
|
• |
better assess the underlying exposures associated with assumed retrocessional
business; |
|
|
• |
price contracts within a short time frame; |
|
|
• |
capture various classes of risk, including catastrophe and other insurance
risks; |
|
|
• |
assess risk across multiple entities (including our various joint ventures) and across different components
of our capital structure; and |
|
|
• |
provide consistent pricing
information. |
As part of our risk management process, we also use
REMS© to assist us, as a retrocedant, with the purchase of reinsurance coverage for our own account.
Our underwriting and
risk management process, in conjunction with REMS©, quantifies and manages our exposure to claims from single events and the exposure to losses from a series of events. As part of our pricing and underwriting process, we also assess a variety
of other factors, including:
|
|
• |
the reputation of the proposed cedant and the likelihood of establishing a long-term relationship with the
cedant; |
|
|
• |
the geographic area in which the cedant does business and its market share; |
|
|
• |
historical loss data for the cedant and, where available, for the industry as a whole in the relevant
regions and lines of business, in order to compare the cedant’s historical catastrophe loss experience to industry averages; |
|
|
• |
the cedant’s pricing strategies; and |
|
|
• |
the perceived financial strength of the cedant and factors such as the cedant’s historical record of
making premium payments in full and on a timely basis. |
In order to estimate the risk profile of each line of
non-natural hazard reinsurance (i.e., our casualty and specialty lines of business), we establish probability distributions and assess the correlations with the rest of our portfolio. In lines with catastrophe risk, such as excess workers’
compensation and terrorism, we seek to directly leverage our skill in modeling property reinsurance risks, and seek to appropriately estimate and manage the correlations between these casualty and specialty lines and our property reinsurance
portfolio. For other classes of business, in which we believe we have little or no natural catastrophe exposure, and therefore less correlation with our property reinsurance coverages, we derive probability distributions from a variety of underlying
information sources, including recent historical experience, and the application of judgment as appropriate. The nature of some of these businesses lends itself less to the analysis we use for our property reinsurance coverages, reflecting both the
nature of available exposure information, and the impact of human factors such as tort exposure. We produce probability distributions to represent our estimates of the related underlying risks which our products cover, which we believe helps us to
make consistent underwriting decisions and to manage our total risk portfolio.
In addition, we also produce,
utilize and report on models which measure our utilization of capital in light of regulatory capital considerations and constraints. Our position in respect of these regulatory capital models is reviewed by our risk management professional
staff and periodically reported to and reviewed by senior underwriting personnel and executive management with responsibility for our regulated operating entities.
Enterprise Risk Management
(“ERM”)
We believe that high-quality and effective ERM is best achieved when it is a shared cultural value
throughout the organization and consider ERM to be a key process which is the responsibility of every individual within the Company. We have developed and utilize tools and processes we believe support a culture of risk management and create a
robust framework of ERM within our organization. We believe that our ERM processes and practices help us to identify potential events that may affect us, quantify, evaluate and manage the risks to which we are exposed, and provide reasonable
assurance regarding the achievement of our objectives. We believe that effective ERM can provide us with a significant competitive advantage. We also believe that effective ERM assists our efforts to minimize the likelihood of suffering financial
outcomes in excess of the ranges which we have estimated in respect of specific investments, underwriting decisions, or other operating or business activities, although we do not believe this risk can be eliminated. We believe that our risk
management tools support our strategy of pursuing opportunities and help us to identify opportunities we believe to be the most attractive. In particular, we utilize our risk management tools to support our efforts to monitor our capital position,
on a consolidated basis and for each of our major operating subsidiaries, and to allocate an appropriate amount of capital to support the risks we have assumed in the aggregate and for each of our major operating subsidiaries. We believe that our
risk management efforts are essential to our corporate strategy and our goal of achieving long-term growth in tangible book value per share plus the change in accumulated dividends for our
shareholders.
Our Board of Directors is responsible for overseeing enterprise-wide risk management and is
actively involved in the monitoring of risks that could affect us. The members of the Board have regular, direct
access to the senior executives and other
officers responsible for identifying and monitoring our risks and coordinating our ERM, including our Group Chief Risk Officer, Chief Financial Officer, and Group General Counsel and Chief Compliance Officer, each of whom reports directly to our
Chief Executive Officer, as well as other senior personnel such as our Chief Accounting Officer, Global Corporate Controller and Head of Internal Audit. The Board also receives regular reports from the Controls and Compliance Committee described
below.
Our ERM framework operates via a three lines of defense model. The first line of defense consists of
individual functions that deliberately assume risks on our behalf and own and manage risk within the Company on a day-to-day and business operational basis. The second line of defense is responsible for risk oversight and also supports the first
line to understand and manage risk. A dedicated risk team led by the Group Chief Risk Officer is responsible for this second line and reports to the Board of Director’s Investment and Risk Management Committee and the Chief Executive Officer.
The third line of defense, our Internal Audit team, reports to the Audit Committee of the Board of Directors and provides independent, objective assurance as to the assessment of the adequacy and effectiveness of our internal control systems and
also coordinates risk-based audits and compliance reviews and other specific initiatives to evaluate and address risk within targeted areas of our business.
The principal risk areas that make up our ERM framework are assumed risk (including reserve risk), business environment risk and operational risk:
|
|
• |
Assumed Risk. We define assumed risk as activities
where we deliberately take risk against our capital base, including underwriting risks and other quantifiable risks such as credit risk and market risk as they relate to investments, ceded reinsurance credit risk and strategic investment risk, each
of which can be analyzed in substantial part through quantitative tools and techniques. Of these, we believe underwriting risk to be the most material to us. In order to understand, monitor, quantify and proactively assess underwriting risk, we seek
to develop and deploy appropriate tools to estimate the comparable expected returns on potential business opportunities and the impact that such incremental business could have on our overall risk profile. We use the tools and methods described
above in “Underwriting” to seek to achieve these objectives. Embedded within our consideration of assumed risk is our management of our aggregate, consolidated risk profile. In part through the utilization of REMS© and our other
systems and procedures, we analyze our in-force aggregate assumed risk portfolio on a daily basis. We believe this capability helps us to manage our aggregate exposures and to rigorously analyze and evaluate individual proposed transactions in the
context of our in-force portfolio. This aggregation process captures line of business, segment and corporate risk profiles, calculates internal and external capital tests and explicitly models ceded reinsurance. Generally, additional data is added
quarterly to our aggregate risk framework to reflect updated or new information or estimates relating to matters such as interest rate risk, credit risk, capital adequacy and liquidity. This information is used in day-to-day decision making for
underwriting, investments and operations and is also reviewed quarterly from both a unit level and consolidated financial position perspective. We also regularly assess, monitor and review our regulatory risk capital and related
constraints.
|
Reserve Risk. Reserve risk is a subcomponent of assumed risk. We define reserve risk
as the risks related to our reserve for net claims and claim expenses, including the amount, both absolute and relative, of our outstanding reserve for net claims and claim expenses, and the impact of economic, social, legal and regulatory matters.
Our reserve for net claims and claim expenses is subject to significant uncertainty and has the potential to develop adversely in future periods. While reserve risk may increase in both absolute terms and relative to its overall consideration in our
ERM framework, we employ robust resources, procedures and technology to identify, understand, quantify and manage this risk. Our reserving methodologies and sensitivities for each respective line of business described in “Part II. Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations, Summary of Critical Accounting Estimates, Claims and Claim Expense Reserves.”
|
|
• |
Business Environment Risk. We define business
environment risk as the risk of changes in the business, political or regulatory environment that could negatively impact our short term or long-term financial results or the markets in which we operate. This risk area also typically includes
emerging risks. These risks are predominately extrinsic to us and our ability to alter or eliminate
|
these risks is limited, so we focus our efforts on
monitoring developments, assessing potential impacts of any changes, and investing in cost effective means to attempt to mitigate the consequences of and ensure compliance with any new requirements applicable to us.
|
|
• |
Operational Risk. We are subject to a number of
additional risks arising out of operational, regulatory, and other matters. We define operational risk to include the risk we fail to create, manage, control or mitigate the people, processes, structures or functions required to execute our
strategic and tactical plans and assemble an optimized portfolio of assumed risk, and to adjust to and comply with the evolving requirements of business environment risk applicable to us. In light of the rapid evolution of our markets, business
environment, and business initiatives, we seek to continually invest in the tools, processes and procedures we use to mitigate our exposure to operational risk on a cost-effective basis. As with assumed risk and business environment risk,
operational risk presents intrinsic uncertainties, and we may fail to appropriately identify or mitigate applicable operational risk.
|
Controls and Compliance Committee. We believe that a key component of our current operational risk management platform is
our Controls and Compliance Committee. The Controls and Compliance Committee is comprised of our Chief Financial Officer, Group General Counsel and Chief Compliance Officer, Chief Accounting Officer, Global Corporate Controller, Group Chief Risk
Officer, Head of Internal Audit, staff compliance professionals and representatives from our business units. The purpose of the Controls and Compliance Committee is to establish, assess the effectiveness of, and enforce policies, procedures and
practices relating to accounting, financial reporting, internal controls, regulatory, legal, compliance and related matters, and to ensure compliance with applicable laws and regulations, our Code of Ethics and Conduct (the “Code of
Ethics”), and other relevant standards. In addition, the Controls and Compliance Committee is charged with reviewing certain transactions that potentially raise complex and/or significant tax, legal, accounting, regulatory, financial
reporting, reputational or compliance issues.
In addition, we address other areas of operational risk through our disaster
recovery program, human resource practices such as motivating and retaining top talent, our strict tax protocols and our legal and regulatory policies and procedures.
Ongoing Development and Enhancement. We seek to reflect and categorize risks we monitor in part through quantitative risk
distributions, even where we believe that such quantitative analysis is not as robust or well developed as our tools and models for measuring and evaluating other risks, such as catastrophe and market risks. We also seek to improve the methods by
which we measure risks and believe effective risk management is a continual process that requires ongoing improvement and development. We seek from time to time to identify effective new practices or additional developments both from within our
industry and from other sectors. We believe that our ongoing efforts to embed ERM throughout our organization help us produce and maintain a competitive advantage and achieve our corporate goals.
RATINGS
Financial strength ratings are an important factor in evaluating and establishing the competitive position of reinsurance and insurance companies. We have received high claims-paying and financial strength
ratings from A.M. Best Company, Inc. (“A.M. Best”), Standard and Poor’s Rating Services (“S&P”), Moody’s Investors Service (“Moody’s”) and Fitch Ratings Ltd. (“Fitch”). These
ratings represent independent opinions of an insurer’s financial strength, operating performance and ability to meet policyholder obligations, and are not an evaluation directed toward the protection of investors or a recommendation to buy,
sell or hold any of our securities. Rating organizations continually review the financial positions of our principal operating subsidiaries and joint ventures and ratings may be revised or revoked by the agencies which issue them.
In addition, S&P and A.M. Best assess companies’ ERM practices, which is an opinion on the many critical dimensions
of risk that determine overall creditworthiness. RenaissanceRe has been assigned an ERM rating of “Very Strong” from each of these agencies, which is the highest ERM score assigned.
See “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations,
Capital Resources, Ratings” for the ratings of our principal operating subsidiaries and joint ventures by segment, and details of recent ratings actions.
RESERVES FOR CLAIMS AND CLAIM
EXPENSES
We believe the most significant accounting judgment made by management is our estimate of claims and claim expense
reserves. Claims and claim expense reserves represent estimates, including actuarial and statistical projections at a given point in time, of the ultimate settlement and administration costs for unpaid claims and claim expenses arising from the
insurance and reinsurance contracts we sell. We establish our claims and claim expense reserves by taking claims reported to us by insureds and ceding companies, but which have not yet been paid (“case reserves”), adding estimates for
the anticipated cost of claims incurred but not yet reported to us, or incurred but not enough reported to us (collectively referred to as “IBNR”) and, if deemed necessary, adding costs for additional case reserves which represent our
estimates for claims related to specific contracts which we believe may not be adequately estimated by the client as of that date, or adequately covered in the application of
IBNR.
Our reserving techniques, assumptions and processes differ
among our Property and Casualty and Specialty segments. Refer to “Note 7. Reserve for Claims and Claim Expenses in our Notes to the
Consolidated Financial Statements” for more information on the risks we insure and reinsure, the reserving techniques, assumptions and processes we follow to estimate our claims and claim expense reserves, prior year development of the reserve
for claims and claim expenses, analysis of our incurred and paid claims development and claims duration information for each of our Property and Casualty and Specialty segments. In addition, refer to “Part II, Item 7. Management’s
Discussion and Analysis of Financial Condition and Results of Operations, Summary of Critical Accounting Estimates, Claims and Claim Expense Reserves” for more information on our current estimates versus our initial estimates of our claims
reserves, and sensitivity analysis for each of our Property and Casualty and Specialty segments.
INVESTMENTS
Our investment guidelines stress preservation of
capital, market liquidity, and diversification of risk. The majority of our investments consist of highly rated fixed income securities. We also hold a significant amount of short term investments which are managed as part of our investment
portfolio and have a maturity of one year or less when purchased. In addition, we have an allocation to other investments including private equity investments, catastrophe bonds, senior secured bank loan funds and hedge funds, and to certain equity
securities. We may from time to time re-evaluate our investment guidelines and explore investment allocations to other asset classes. Our investments are subject to market-wide risks and fluctuations, as well as to risks inherent in particular
securities.
For additional information regarding our investment portfolio, refer to “Part II, Item 7. Management’s
Discussion and Analysis of Financial Condition and Results of Operations, Liquidity and Capital Resources, Investments” and “Note 4. Investments in our Notes to the Consolidated Financial
Statements”.
MARKETING
We believe that our modeling and technical expertise, the risk management products we provide to our customers, and our reputation for paying claims promptly has enabled us to become a provider of
first choice in many lines of business to our customers worldwide. We market our products primarily through reinsurance brokers and we focus our marketing efforts on targeted brokers and partners. We believe that our existing portfolio of business
is a valuable asset and, therefore, we attempt to continually strengthen relationships with our existing brokers and customers. We believe that by maintaining close relationships with brokers, we are able to obtain access to a broad range of
potential reinsureds. We target prospects that are capable of supplying detailed and accurate underwriting data and that potentially add further diversification to our book of
business.
We believe that primary insurers’ and brokers’ willingness to use a particular reinsurer is based not
just on pricing, but also on the financial security of the reinsurer, its claim paying ability ratings and demonstrated willingness to promptly pay valid claims, the quality of a reinsurer’s service, the reinsurer’s willingness and
ability to design customized programs, its long-term stability and its commitment to provide stable reinsurance capacity across market cycles. We believe we have established a reputation with our brokers and customers for prompt response on
underwriting submissions, for fast payments on valid claims and for providing creative solutions to our customers’ needs.
Our portfolio of business continues to be characterized by
relatively large transactions with ceding companies with whom we do business, although no current relationship exceeds 10% of our gross
premiums written. Accordingly, our gross premiums written are subject to significant fluctuations depending on our success in maintaining or expanding our relationships with these customers. We believe that our willingness and ability to design
customized programs and to provide bespoke risk management products has helped us to develop long-term relationships with brokers and customers.
Our brokers assess client needs and also perform data collection, contract preparation and other administrative tasks, enabling us to market our products cost effectively by maintaining a smaller staff. In
recent years, our distribution has become increasingly reliant on a small and relatively decreasing number of broker relationships reflecting consolidation in the broker sector. We expect this concentration to continue and perhaps increase. In
2018, three brokerage firms accounted for 75.2% of our gross premiums written.
The following table shows the percentage of our Property and Casualty and Specialty segments’ gross premiums written generated through subsidiaries and affiliates of our largest
brokers:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
2018 |
Property |
|
Casualty and Specialty |
|
Total |
|
|
AON |
42.7 |
% |
|
38.4 |
% |
|
40.7
|
% |
|
|
Marsh
|
29.1 |
% |
|
19.5 |
% |
|
24.6 |
% |
|
|
Willis Towers Watson |
7.2
|
%
|
|
12.9
|
%
|
|
9.9
|
%
|
|
|
Total of largest
brokers |
79.0 |
% |
|
70.8 |
% |
|
75.2 |
% |
|
|
All others |
21.0 |
% |
|
29.2 |
% |
|
24.8 |
% |
|
|
Total
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
EMPLOYEES
At February 4, 2019, we employed 411 people worldwide (February 2, 2018 - 384, February 17, 2017 - 376). Our overall headcount is expected to increase as a result of the TMR Stock Purchase.
None of our employees are subject to collective bargaining agreements and we are not aware of any current efforts to implement
such agreements at any of our
subsidiaries.
INFORMATION
TECHNOLOGY
Our business and support functions utilize information systems that provide critical services to
both our employees and our customers. We have an integrated team of professionals who manage and support our communication platforms, transaction-management systems, and analytics and reporting capabilities, including the development of proprietary
solutions like REMS©. We use off-site, secure data centers in North America and Europe for most of our core applications, but our use of cloud-based services is increasing as the security and reliability of these services
improves.
Information security and privacy are important concerns, with an escalating cyber-threat environment
and evolving regulatory requirements driving continued investment in this area. Our information security program is designed around the National Institute of Standards and Technology (“NIST”) cybersecurity framework, upon which many
cybersecurity regulations are modeled. In 2017, the New York Department of Financial Services’ Cybersecurity Requirements for Financial Services Companies (the “NYDFS Cybersecurity Regulation”), which sets minimum
cybersecurity standards for financial institutions, insurers and certain other companies supervised by the NYDFS and to which we are subject, became effective. In addition, the National Association of Insurance Commissioners’ (the
“NAIC”) adopted the Insurance Data Security Model Law, which closely resembles the NYDFS Cybersecurity Regulation and will be considered by states for adoption. These and other cybersecurity regulations impose significant new regulatory
requirements intended to protect the confidentiality, integrity and availability of information systems. Our program is designed to comply with all applicable cybersecurity regulatory requirements and we continue to evaluate and assess our
compliance in the changing regulatory environment.
We protect our information systems with physical, electronic
and software safeguards considered appropriate by our management. In addition, we perform regular security penetration test scenarios and provide regular security risk staff education awareness sessions in order to evaluate our preparedness and
to enhance both our system’s and our
users’ ability to identify, protect from, detect, respond to and recover from such an incident. Despite these efforts, computer viruses, hackers, employee misuse or misconduct and other internal or external hazards could expose our data
systems to security breaches, cyber-attacks or other disruptions.
We have implemented disaster recovery and
business continuity plans for our operations which are regularly tested with respect to our business-critical infrastructure and systems. We employ data backup procedures that seek to ensure that our key business systems and data are regularly
backed up, and can be restored promptly if and as needed. In addition, we generally store backup information at off-site locations, in order to seek to minimize our risk of loss of key data in the event of a disaster. Our recovery plans involve
arrangements with our off-site, secure data centers. We believe we will be able to access our systems from these facilities and remotely in the event that our primary systems are unavailable due to various scenarios, such as natural
disasters.
REGULATION
The business of insurance and reinsurance is regulated in most countries and all states in the U.S., although the degree and type of regulation varies significantly from one jurisdiction to
another. Currently, we operate primarily in Bermuda, the U.S. and the U.K. We also have operations in Singapore, Ireland and Switzerland. Although principally regulated by the regulatory authorities of their respective jurisdictions, our
operating subsidiaries may also be subject to regulation in the jurisdictions of their ceding companies. In addition, expansion into additional insurance markets could expose us or our subsidiaries to increasing regulatory oversight. However, we
intend to continue to conduct our operations so as to minimize the likelihood that Renaissance Reinsurance, DaVinci, Top Layer Re, RenaissanceRe Specialty U.S., Upsilon RFO, or any of our other Bermudian subsidiaries will become subject to direct
U.S. regulation. Upon completion of the TMR Stock Purchase, we will become subject to increased regulation in various jurisdictions, including the U.K., Switzerland and the U.S., including the insurance holding company laws of New York, the
domestic state of Tokio Millennium Re AG (US Branch), a United States branch of Tokio Millennium Re AG.
Bermuda Regulation
All Bermuda companies must comply with the provisions of the Companies Act 1981. In addition, the Insurance Act 1978 and related regulations (collectively, the “Insurance Act”), regulate the
business of our Bermuda insurance, reinsurance and management company subsidiaries.
As a holding company, RenaissanceRe is not
currently subject to the Insurance Act. However, the Insurance Act regulates the insurance and reinsurance business of our Bermuda-licensed operating insurance companies. RenaissanceRe’s Bermuda-licensed operating insurance subsidiaries and
joint ventures include Renaissance Reinsurance and DaVinci, which are registered as Class 4 general business insurers, RenaissanceRe Specialty U.S. and Vermeer, which are registered as Class 3B general business insurers, and Top Layer Re, which is
registered as a Class 3A general business insurer under the Insurance Act. RenaissanceRe also has operating subsidiaries registered as SPIs under the Insurance Act, including Upsilon RFO. RUM and RenaissanceRe Underwriting Management Ltd. are each
registered as insurance managers under the Insurance Act.
The Insurance Act imposes solvency and liquidity standards as well as
auditing and reporting requirements and confers on the Bermuda Monetary Authority (the “BMA”) powers to supervise, investigate and intervene in the affairs of insurance
companies.
On March 24, 2016, the BMA was recognized by the European Parliament as fully equivalent under Solvency II for its
commercial (re)insurers, retroactive to January 1, 2016. To achieve this status, the BMA made certain changes to the filing requirements and public disclosure requirements applicable to commercial (re)insurers and insurance groups, including
amendments to the statutory financial reporting regime, aligning it with GAAP, International Financial Reporting Standards (“IFRS”) or other acceptable accounting standards, and the introduction of an economic balance sheet
(“EBS”) framework. Amendments were made to the Insurance Act to meet these changing requirements.
General Purpose Financial
Statements. All Class 3A, Class 3B and Class 4 insurers must prepare financial statements in respect of their insurance business in accordance with GAAP, IFRS or other acceptable accounting
standards, which are published on the BMA website.
Statutory Financial Statements. Each Class 3A, Class 3B and Class 4 general business insurer is required to submit annual statutory financial statements as part of its statutory financial return no later than four months after the
insurer’s financial year end (unless specifically extended). The GAAP or IFRS financial statements are the basis on which statutory financial statements are prepared, subject to the application of certain prudential filters as outlined in the
Insurance Accounts Rules 2016. The statutory financial statements contain statements both on a consolidated and unconsolidated basis. The unconsolidated information forms the basis for assessing the insurer’s liquidity position, minimum
solvency margin and class of registration.
Capital and Solvency Return. Class 3A, 3B and 4 insurers are also required to file a capital and solvency return in respect of their general business, which includes, among other items, the EBS, a schedule of governance and risk
management, a catastrophe risk return, a schedule of loss triangles or reconciliation of net loss reserves, a schedule of eligible capital and the Enhanced Capital Requirement (“ECR”) as calculated by the Bermuda Solvency and Capital
Requirement (“BSCR”) model. The consolidated information within the statutory financial statements form the starting basis for the preparation of the EBS. The EBS is, in turn, used as the basis to calculate the insurer’s
ECR.
Financial Condition Report. Class
3A, 3B and 4 insurers and insurance groups are required to prepare and publish a financial condition report (“FCR”), which was introduced to the regulatory regime in 2016 as part of the measures undertaken to achieve Solvency II
equivalence. The FCR provides, among other things, details of measures governing the business operations, corporate governance framework and solvency and financial performance of the insurer/insurance
group.
Minimum Solvency Margin. A general business insurer’s statutory assets must exceed its statutory liabilities by an amount, equal to or greater than the prescribed minimum solvency margin (“Minimum Solvency
Margin”), which varies with the category of its registration. The Minimum Solvency Margin that must be maintained by a Class 4 insurer is the greater of (i) $100.0 million, (ii) 50% of net premiums written (with a credit for
reinsurance ceded not exceeding 25% of gross premiums), (iii) 15% of net aggregate loss and loss expense provisions and other insurance reserves, or (iv) 25% of the ECR, which is established by reference to the BSCR model. The Minimum Solvency
Margin for a Class 3A or Class 3B insurer is the greater of (i) $1.0 million, (ii) 20% of the first $6.0 million of net premiums written; if in excess of $6.0 million, the figure is $1.2 million plus 15% of net premiums written in excess
of $6.0 million, (iii) 15% of net aggregate loss and loss expense provisions and other insurance reserves, or (iv) 25% of the insurer’s
ECR.
Enhanced Capital Requirement. Each Class 3A, Class 3B and Class 4 insurer is required to maintain its statutory economic capital and surplus at a level at least equal to its ECR which is established by reference to either the BSCR or an
approved internal capital model. In either case, the ECR shall at all times equal or exceed the respective Class 3A, Class 3B and Class 4 insurer’s Minimum Solvency Margin and may be adjusted in circumstances where the BMA concludes that the
insurer’s risk profile deviates significantly from the assumptions underlying its ECR or the insurer’s assessment of its risk management policies and practices used to calculate the ECR applicable to it. While not specifically referred
to in the Insurance Act, the BMA has also established a target capital level (“TCL”) for each Class 3A, Class 3B and Class 4 insurer equal to 120% of the respective ECR. While a Class 3A, Class 3B and Class 4 insurer is not currently
required to maintain its statutory economic capital and surplus at this level, the TCL serves as an early warning tool for the BMA and failure to maintain statutory capital at least equal to the TCL will likely result in increased BMA regulatory
oversight.
Minimum Liquidity Ratio. An insurer engaged in general business is required to maintain the value of its relevant assets at not less than 75% of the amount of its relevant liabilities (“Minimum Liquidity
Ratio”).
Eligible Capital. To enable the BMA to better assess the quality of an insurer’s capital resources, Class 3A, Class 3B and Class 4 insurers must maintain available capital in accordance with a “three tiered
capital system”. All capital instruments are classified as either basic or ancillary capital, which in turn are classified into one of three tiers (Tier 1, Tier 2 and Tier 3) based on their "loss absorbency" characteristics (the "Tiered
Capital Requirements"). Eligibility limits are then applied to each tier in determining the amounts eligible to cover regulatory capital requirement levels. The highest capital is classified as Tier 1 capital and lesser
quality capital is
classified as either Tier 2 capital or Tier 3 capital. Under this regime, not more than certain specified percentages of Tier 1, Tier 2 and Tier 3 capital may be used to satisfy the Class 3A, 3B and 4 insurers' Minimum Solvency Margin and ECR
requirements.
Restrictions on Dividends, Distributions and Reductions of
Capital. Class 3A, Class 3B and Class 4 insurers are prohibited from declaring or paying any dividends if in breach of the required Minimum Solvency Margin or Minimum Liquidity Ratio (the
“Relevant Margins”) or if the declaration or payment of such dividend would cause the insurer to fail to meet the Relevant Margins. Further, Class 3A, 3B and Class 4 insurers are prohibited from declaring or paying in any financial year
dividends of more than 25% of its total statutory capital and surplus (as shown on its previous financial year’s statutory balance sheet) unless it files (at least seven days before payment of such dividends) with the BMA an affidavit stating
that it will continue to meet its Relevant Margins. Class 3A, Class 3B and Class 4 insurers must obtain the BMA’s prior approval for a reduction by 15% or more of the total statutory capital as set forth in its previous year’s financial
statements. These restrictions on declaring or paying dividends and distributions under the Insurance Act are in addition to the solvency requirements under the Companies Act which apply to all Bermuda
companies.
Fit and Proper Controllers. The BMA maintains supervision over the controllers (as defined herein) of all Bermuda registered insurers. For so long as shares of RenaissanceRe are listed on the NYSE or another recognized stock exchange,
the Insurance Act requires that the BMA be notified in writing within 45 days of any person becoming, or ceasing to be, a controller. A controller includes the managing director or chief executive of the registered insurer or its parent company; a
10%, 20%, 33% or 50% shareholder controller; and any person in accordance with whose directions or instructions the directors of the registered insurer or of its parent company are accustomed to act. In addition, all Bermuda insurers are also
required to give the BMA written notice of the fact that a person has become, or ceased to be, a controller or officer of the registered insurer within 45 days of becoming aware of such fact. An officer in relation to a registered insurer includes a
director, secretary, chief executive or senior executive by whatever name called.
Material Change. All registered insurers are required to give the BMA 30 days’ notice of their intention to effect a material
change within the meaning of the Insurance Act, and shall not take any steps to give effect to a material change unless, before the end of notice period unless they have been notified by the BMA in writing that it has no objection to such change or
the period has lapsed without the BMA issuing a notice of objection.
certain matters that are
likely to be of material significance to the BMA in carrying out its supervisory function under the Insurance Act. The Insurance Act prescribes which matters require advance
notice.
Insurance Code of Conduct. All Bermuda insurers are required to comply with the BMA’s Insurance Code of Conduct, which establishes duties, requirements and standards to be complied with to ensure each insurer implements sound
corporate governance, risk management and internal controls. Failure to comply with these requirements will be a factor taken into account by the BMA in determining whether an insurer is conducting its business in a sound and prudent manner under
the Insurance Act and in calculating the operational risk charge applicable in accordance with the insurer's BSCR model or approved internal model.
Special Purpose Insurer Reporting Requirements. Unlike other (re)insurers, SPIs are fully funded to meet their (re)insurance
obligations; therefore the application and supervision processes are streamlined to facilitate the transparent structure. Further, the BMA has the discretion to modify such insurer’s accounting requirements under the Insurance
Act. Like other (re)insurers, the principal representative of an SPI has a duty to inform the BMA in relation to solvency matters, where applicable. During 2016, new legislative requirements were introduced requiring SPIs to file annual
statutory or modified financial returns via an electronic filing system. Under these requirements, SPIs are required to map GAAP financial statements to the electronic statutory forms and are required to provide information around ownership
structure, assessment of risks, analyses of premium and details of segregated
cells.
Insurance Manager Reporting Requirements. During 2016, the BMA undertook to enhance its oversight of insurance managers as part of the development of Bermuda’s insurance regulatory framework. As part of this, the BMA introduced the Insurance
Manager Code of Conduct and required insurance managers to file specific details via an Insurance Manager’s Return. The Insurance Manager’s Return requires, among other things, details around directors and officers of the insurance
manager, the services provided by the entity, and details of the insurers managed by the insurance manager.
Group Supervision.
Pursuant to the Insurance Act, the BMA acts as the group supervisor of the RenaissanceRe group of companies (the “RenaissanceRe Group”) and it has designated Renaissance Reinsurance
to be the “designated insurer” in respect of the RenaissanceRe Group. The designated insurer is required to ensure that the RenaissanceRe Group complies with the provisions of the Insurance Act pertaining to groups and all related group
solvency and group supervision rules (together, the “Group Rules”). Under the Group Rules, the RenaissanceRe Group is required to annually prepare and submit to the BMA group GAAP financial statements, group statutory financial
statements, a group capital and solvency return (including an EBS) and an FCR. An insurance group must ensure that the value of the insurance group's assets exceeds the amount of the insurance group's liabilities by the aggregate of: (i) the
individual Minimum Solvency Margin of each qualifying member of the group controlled by the parent company; and (ii) the parent company’s percentage shareholding in the member multiplied by the member’s Minimum Solvency Margin, where the
parent company exercises significant influence over a member of the group but does not control the member (the "Group Minimum Solvency Margin"). A member is a qualified member of the insurance group if it is subject to solvency requirements in the
jurisdiction in which it is registered. Every insurance group is also required to submit an annual group actuarial opinion when filing its group capital and solvency return. The group is required to appoint an individual approved by the BMA to be
the group actuary. The group actuary must provide an opinion on the RenaissanceRe Group’s technical provisions as recorded in the RenaissanceRe Group statutory EBS. Insurance groups are required to maintain available statutory economic capital
and surplus to an amount that is equal to or exceeds the value of its group ECR, which is calculated at the end of its relevant year by reference to the BSCR model of the group (the “Group BSCR”) or an approved internal capital model
provided that the group ECR shall at all times be an amount equal to or exceeding the Group Minimum Solvency Margin. The BMA expects insurance groups to operate at or above a group TCL, which exceeds the group ECR. The TCL for insurance groups is
set at 120% of its group ECR. In addition, under the Tiered Capital Requirements described above, not more than certain specified percentages of Tier 1, Tier 2 and Tier 3 capital may be used by an insurance group to satisfy the Group's Minimum
Solvency Margin and group ECR requirements. Further, our Board of Directors has established solvency self assessment procedures for the RenaissanceRe Group that factor in all foreseeable material risks; Renaissance Reinsurance must ensure that the
RenaissanceRe Group’s assets exceed the amount of the RenaissanceRe Group’s liabilities by the aggregate minimum margin of solvency of each qualifying member; and our Board of Directors has established and implements corporate governance
policies and procedures designed to ensure they support the overall organizational strategy of the RenaissanceRe Group. In addition, the RenaissanceRe Group is required to prepare and submit to the BMA a quarterly financial return comprising
unaudited consolidated group financial statements, a schedule of intra-group transactions and a schedule of risk concentrations.
The BMA has certain powers of investigation and intervention relating to insurers and their holding companies, subsidiaries and other affiliates, which it may exercise in the interest of such insurer’s
policyholders or if there is any risk of insolvency or of a breach of the Insurance Act or the insurer’s license conditions. The BMA may cancel an insurer’s registration on certain grounds specified in the Insurance
Act.
Under the provisions of the Insurance Act, the BMA may, from time to time, conduct
“on site” visits at the offices of insurers it regulates. Over the past several years, the BMA has conducted “on site” reviews in respect of our Bermuda-domiciled operating
insurers.
Economic Substance Act. In
December 2018, the Economic Substance Act 2018 (the “ESA”) came into effect in Bermuda. Under the provisions of the ESA, every Bermuda registered entity engaged in a “relevant activity” must satisfy economic substance
requirements by maintaining a substantial economic presence in Bermuda. Under the ESA, insurance or holding entity activities (both as defined in the ESA and Economic Substance Regulations 2018) are relevant activities. To the extent that the ESA
applies to any of our entities registered in Bermuda, we will be required to demonstrate compliance with economic substance requirements by filing an annual economic substance declaration with the Registrar of Companies in Bermuda.
Income Taxes. Currently, neither we
nor our shareholders are required to pay Bermuda income or profits tax, withholding tax, capital gains tax, capital transfer tax, estate duty or inheritance tax in respect of our shares. We have obtained an assurance from the Minister of
Finance of Bermuda under the Exempted Undertakings Tax Protection Act 1966 that, if Bermuda enacts legislation imposing any tax on profits, income, capital asset, gain or appreciation or any tax in the nature of estate duty or inheritance tax, such
tax
shall not be applicable to us, our
operations or our shares, debentures or other obligations until March 31, 2035, except insofar as such tax applies to persons ordinarily resident in Bermuda or is payable by us in respect of real property owned or leased by us in
Bermuda.
U.S. Regulation
Admitted Company Regulation. Renaissance Reinsurance U.S. is a Maryland-domiciled insurer licensed in 26 states and the District of
Columbia and qualified or certified as a reinsurer in an additional 24 states. As a U.S. licensed and authorized insurer, Renaissance Reinsurance U.S. is subject to considerable regulation and supervision by state insurance regulators. The extent of
regulation varies but generally has its source in statutes that delegate regulatory, supervisory and administrative authority to a department of insurance in each state. Among other things, state insurance departments regulate insurer solvency,
authorized investments, loss and loss adjustment expense and unearned premium reserves, and deposits of securities for the benefit of policyholders. State insurance departments also conduct periodic examinations of the affairs of authorized
insurance companies and require the filing of annual and other reports relating to the financial condition of companies and other matters. The Maryland Insurance Administration, as Renaissance Reinsurance U.S.’s domestic regulator, is the
primary financial regulator of Renaissance Reinsurance U.S. We are pursuing growth in many lines of business written by Renaissance Reinsurance U.S., which may increase the impact of U.S. regulation on our business as a
whole.
Holding Company Regulation. We
are subject to the insurance holding company laws of Maryland, the domestic state of Renaissance Reinsurance U.S. These laws generally require Renaissance Reinsurance U.S. to file certain reports concerning its capital structure, ownership,
financial condition and general business operations with the Maryland Insurance Administration. Generally, all affiliate transactions involving Renaissance Reinsurance U.S. must be fair and, if material or of specified types, require prior notice
and approval or non-disapproval by the Maryland Insurance Administration. Further, Maryland law places limitations on the amounts of dividends or distributions payable by Renaissance Reinsurance U.S. Payment of ordinary dividends by Renaissance
Reinsurance U.S. requires notice to the Maryland Insurance Administration. Declaration of an extraordinary dividend, which must be paid out of earned surplus, generally requires thirty days’ prior notice to and approval or non-disapproval of
the Maryland Insurance Administration. An extraordinary dividend includes any dividend whose fair market value together with that of other dividends or distributions made within the preceding twelve months exceeds the lesser of (1) ten percent of
the insurer’s surplus as regards policyholders as of December 31 of the preceding year or (2) the insurer’s net investment income, excluding realized capital gains (as determined under statutory accounting principles), for the twelve
month period ending December 31 of the preceding year and pro rata distributions of any class of the insurer’s own securities, plus any amounts of net investment income (subject to the foregoing exclusions), in the three calendar years prior
to the preceding year which have not been distributed.
Maryland law also requires any person seeking to acquire
control of a Maryland-domestic insurer or of an entity that directly or indirectly controls a Maryland-domestic insurer, including its holding company, to file a statement with the Maryland Insurance Administration at least 60 days before the
proposed acquisition of control. The transaction seeking to acquire control cannot be made unless, within 60 days after the statement is filed with the Maryland Insurance Administration, or within any extension of that period, the Maryland Insurance
Administration approves, or does not disapprove, the transaction. Any purchaser of 10% or more of the outstanding voting securities of an insurance company, its holding company or any other entity directly or indirectly controlling the insurance
company is presumed to have acquired control, unless the presumption is rebutted. Therefore, any investor who intends to acquire 10% or more of RenaissanceRe’s outstanding voting securities may need to comply with these laws and would be
required to file statements and reports with the Maryland Insurance Administration before such
acquisition.
Effective for 2014, Maryland adopted enterprise risk management and reporting obligations
applicable to insurance holding company systems that are meant to protect the licensed companies from enterprise risk. These obligations include requiring an annual enterprise risk report by the ultimate controlling person identifying the material
risks within the insurance holding company system that could pose enterprise risk to the U.S. licensed companies. We timely filed our enterprise risk reports with the Maryland Insurance Administration for 2017 and
2018.
Effective for 2018, Maryland adopted the
Risk Management and Own Risk Solvency Assessment Act (the “RMORSA Act”) based on the NAIC Own Risk Solvency Assessment Model Act. The RMORSA Act requires Renaissance Reinsurance U.S. to: (i) maintain a risk management framework for
identifying, assessing, monitoring, managing, and reporting its material and relevant risks; (ii) complete an Own Risk Solvency Assessment (“ORSA”) at least once each year and at any time there is a significant change to the risk profile
of Renaissance Reinsurance U.S. or its holding company system; and (iii) submit an ORSA summary report to the Maryland Insurance Administration at least once each year. The obligation to maintain a risk management framework may be satisfied if the
RenaissanceRe group maintains a risk management framework that applies to the operations of Renaissance Reinsurance U.S. and the ORSA obligation may be satisfied if the RenaissanceRe group completes an ORSA in accordance with the requirements of the
RMORSA Act.
Reinsurance Regulation.
The insurance laws of each U.S. state regulate the sale of reinsurance to licensed ceding insurers by non-admitted alien reinsurers acting from locations outside the state. With some exceptions, the sale of insurance within a jurisdiction where the
insurer is not admitted to do business is prohibited. Our Bermuda-domiciled insurance operations and joint ventures (principally Renaissance Reinsurance, DaVinci, Top Layer Re, RenaissanceRe Specialty U.S. and Upsilon RFO) are all admitted to
transact insurance business in Bermuda and do not maintain an office or solicit, advertise, settle claims or conduct other insurance activities in any other jurisdiction where the conduct of such activities would require that any company be so
admitted.
RenaissanceRe Underwriting Managers U.S. LLC is licensed by the Connecticut Department of Insurance
as a reinsurance intermediary broker and is required to maintain its reinsurance intermediary broker license in force in order to conduct its reinsurance operations in
Connecticut.
Although reinsurance contract terms and rates are generally not subject to regulation by state
insurance authorities, a primary U.S. insurer ordinarily will enter into a reinsurance agreement only if it can obtain credit on its statutory financial statements for the reinsurance ceded. State insurance regulators permit U.S. ceding insurers to
take credit for reinsurance ceded to non-admitted, non-U.S. (alien) reinsurers if the reinsurance contract contains certain minimum provisions and if the reinsurance obligations of the non-U.S. reinsurer are appropriately collateralized. Qualifying
collateral may be established by an alien reinsurer exclusively for a single U.S. ceding company. Alternatively, an alien reinsurer that is accredited by a state may establish a multi-beneficiary trust with qualifying assets equal to its reinsurance
obligations to all U.S. ceding insurers, plus a trusteed surplus amount. Renaissance Reinsurance and DaVinci are each an accredited reinsurer in New York and Florida and have established multi-beneficiary trusts with a qualifying financial
institution in New York for the benefit of their U.S. cedants.
States generally require non-admitted alien
reinsurers to provide collateral equal to one hundred percent of their reinsurance obligations to U.S. ceding insurers in order for the U.S. ceding insurers to obtain full credit for reinsurance. However, most states have adopted credit for
reinsurance laws and regulations based on NAIC model law and regulation amendments that permit U.S. ceding insurers to take full credit for reinsurance when a “certified” reinsurer posts reduced collateral amounts. U.S. states are
required to adopt the NAIC model law and regulation amendments permitting reduced collateral for certified reinsurers as an NAIC accreditation requirement by January 1, 2019. Under these credit for reinsurance laws and regulations, qualifying alien
reinsurers may reduce their collateral for future reinsurance agreements based on a secure rating assigned by the U.S. insurance regulator. The secure rating is assigned by the state upon an assessment of the reinsurer’s financial condition,
financial strength ratings and other factors. In addition, the alien reinsurer must be domiciled in a jurisdiction that is “qualified” under state law. The NAIC granted conditional qualified jurisdiction status to Bermuda effective
January 1, 2014. Effective January 1, 2015, the NAIC approved its initial list of qualified jurisdictions, including Bermuda, and states that have these credit for reinsurance laws and regulations may accept such qualification in assessing
reinsurers for certification. Florida has approved Renaissance Reinsurance and DaVinci for collateral reduction. As noted below, EU-domiciled reinsurers will be subject to the provisions of the US-EU Covered Agreement (defined below) that require
states to remove reinsurance collateral requirements for qualifying EU reinsurers as of the US-EU Covered Agreement’s implementation date.
NAIC Ratios. The NAIC has established 13 financial ratios to assist state insurance departments in their oversight of the financial
condition of licensed property and casualty insurance companies operating in their respective states. The NAIC’s Insurance Regulatory Information System (“IRIS”) calculates these ratios
based on information submitted by insurers
on an annual basis and shares the information with the applicable state insurance departments. Each ratio has an established “usual range” of results and assists state insurance departments in executing their statutory mandate to oversee
the financial condition of insurance companies. A ratio result falling outside the usual range of IRIS ratios is not considered a failing result; rather unusual values are viewed as part of the regulatory early monitoring system. Furthermore, in
some years, it may not be unusual for financially sound companies to have several ratios with results outside the usual ranges. An insurance company may fall outside of the usual range for one or more ratios because of specific transactions that are
themselves immaterial.
Federal Oversight and Other Government Intervention. Government intervention in the insurance and reinsurance markets in the U.S. continues to evolve. Although U.S. state regulation is currently the primary form of regulation of insurance and reinsurance,
Congress has considered proposals in several areas that may impact the industry, including the creation of an optional federal charter and repeal of the insurance company antitrust exemption from the McCarran Ferguson Act. We are unable to predict
what other proposals will be made or adopted or the effect, if any, that such proposals would have on our operations and financial condition.
The Dodd-Frank Act established federal measures that impact the U.S. insurance business and preempt certain state insurance laws. For example, the Dodd-Frank Act created the Financial Stability Oversight
Council (the “FSOC”), which is authorized to designate a non-bank financial company as “systemically significant” if its material financial distress could threaten the financial stability of the U.S. As of December 31, 2018,
there were no non-bank financial companies designated as systemically significant by the FSOC. The FSOC’s potential recommendation of measures to address systemic risk in the insurance industry could affect our insurance and reinsurance
operations as could a determination that we or our counterparties are systemically significant. In November 2017, the U.S. Department of the Treasury (“Treasury”) issued a report recommending certain changes to the FSOC’s process
for designating non-bank financial companies as systemically significant in order to make the designation process more rigorous, clear, and transparent. Any suggested changes ultimately adopted by the FSOC would be implemented by FSOC
directly, rather than through
legislation.
The Dodd-Frank Act also created the Federal Insurance Office (“FIO”). The FIO does not
have general supervisory or regulatory authority over the business of insurance, but it has preemption authority over state insurance laws that conflict with certain international agreements. The FIO is also authorized to monitor the U.S. insurance
industry and identify potential regulatory gaps that could contribute to systemic risk and may recommend to the FSOC the designation of systemically important insurers. In addition, the FIO represents the U.S. at the International Association of
Insurance Supervisors.
The Dodd-Frank Act authorizes Treasury and the Office of the U.S. Trade Representative
(“USTR”) to enter into international agreements of mutual recognition regarding the prudential regulation of insurance or reinsurance (“covered agreements”). In January 2017, Treasury and the USTR negotiated a covered agreement with the EU regarding the prudential regulation of insurance and reinsurance (the
“US-EU Covered Agreement”), which was signed in September 2017. Each party has begun the process of completing its internal requirements and procedures (such as amending or promulgating appropriate statutes and regulations) in order for
the US-EU Covered Agreement to enter into force. The NAIC is working on proposed amendments to the Amended Credit for Reinsurance Model Act and Model Regulation in order to satisfy the substantive and timing requirements of the US-EU Covered
Agreement. In addition to removing the reinsurance collateral obligations for EU reinsurers as required by the US-EU Covered Agreement, the proposed NAIC amendments would also provide a means by which reinsurers domiciled in other qualifying
non-U.S. jurisdictions as well as reinsurers domiciled in qualifying states can achieve equivalent reinsurance collateral status for reinsurance contracts with U.S.
insurers.
The US-EU Covered Agreement addresses three areas of prudential insurance and reinsurance
supervision: reinsurance, group supervision and the exchange of information between the U.S. and EU. Under the US-EU Covered Agreement, reinsurance collateral requirements will no longer apply to qualifying EU reinsurers that sell reinsurance to the
U.S. market, and U.S. reinsurers operating in the EU market will no longer be subject to “local presence” requirements. The US-EU Covered Agreement also establishes group supervision practices that apply only to U.S. and EU insurance
groups operating in both territories. For instance, the US-EU Covered Agreement provides that U.S. insurance groups with operations in the EU will be supervised at the worldwide level only by U.S. insurance regulators, and precludes EU insurance
supervisors from exercising solvency and
capital requirements over the worldwide operations of U.S. insurers.
Government intervention in the property
insurance market, particularly with respect to natural catastrophe losses, one of our key markets, has occurred on the state and federal level over recent years. Most significantly, beginning in 2007, the state of Florida enhanced the authority of
the Florida Hurricane Catastrophe Fund (the “FHCF”) to offer coverage at below-market rates and expanded the ability of the state-sponsored insurer, Citizens Property Insurance Corporation (“Citizens”), to compete with
private insurance companies, and other companies that cede business to us. This legislation reduced the role of the private insurance and reinsurance markets in Florida, a key target market of ours. In succeeding years, Florida legislation allowed
Citizens to increase rates and cut back support for the FHCF, which has supported, over this period, a relatively increased role for private insurers in Florida, a market in which we have established substantial market share. However, we cannot
assure you that this increased role will continue or be maintained, or that adverse new legislation will not be passed.
See “Part I, Item 1A. Risk Factors” and “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, Current Outlook, Legislative and
Regulatory Update” for further information regarding recent legislative and regulatory proposals and the potential effects on our business and results of
operations.
U.K.
Regulation
Lloyd’s
Regulation
General. The operations of RSML
are subject to oversight by Lloyd’s, substantially effected through the Lloyd’s Franchise Board. RSML’s business plan for Syndicate 1458, including maximum underwriting capacity, requires annual approval by the Lloyd’s
Franchise Board. The Lloyd’s Franchise Board may require changes to any business plan presented to it or additional capital to be provided to support the underwriting plan. Lloyd’s also imposes various charges and assessments on its
members. If material changes in the business plan for Syndicate 1458 were required by the Lloyd’s Franchise Board, or if charges and assessments payable to Lloyd’s by RenaissanceRe CCL were to increase significantly, these events could
have an adverse effect on the operations and financial results of RSML. We have deposited certain assets with Lloyd’s to support RenaissanceRe CCL’s underwriting business at Lloyd’s. Dividends from a Lloyd’s managing agent
and a Lloyd’s corporate member can be declared and paid provided the relevant company has sufficient profits available for distribution.
By entering into a membership agreement with Lloyd’s, RenaissanceRe CCL has undertaken to comply with all Lloyd’s bye-laws and regulations as well as the provisions of the Lloyd’s Acts and
the Financial Services and Markets Act 2000, as amended by the Financial Services Act 2012 (the “FSMA”).
Capital Requirements. The underwriting capacity of a member of Lloyd’s must be supported by providing a deposit
(referred to as “Funds at Lloyd’s”) in the form of cash, securities or letters of credit in an amount determined under the capital adequacy regime of the U.K.’s Prudential Regulation Authority (the “PRA”). The
amount of such deposit is calculated for each member through the completion of an annual capital adequacy exercise. Under these requirements, Lloyd’s must demonstrate that each member has sufficient assets to meet its underwriting liabilities
plus a required solvency margin.
Restrictions. A Reinsurance to Close (“RITC”) generally is put in place after the third year of operations of a syndicate year of account. On successful conclusion of a RITC, any profit from the
syndicate’s operations for that year of account can be remitted by the managing agent to the syndicate’s members. If the syndicate’s managing agency concludes that an appropriate RITC cannot be determined or negotiated on
commercially acceptable terms in respect of a particular underwriting year, it must determine that the underwriting year remain open and be placed into run-off. During this period, there cannot be a release of the Funds at Lloyd’s of a member
of that syndicate without the consent of Lloyd’s.
The financial security of the Lloyd’s market as a whole is
regularly assessed by three independent rating agencies (A.M. Best, S&P and Fitch). Syndicates at Lloyd’s take their financial security rating from the rating of the Lloyd’s Market. A satisfactory credit rating issued by an
accredited rating agency is necessary for Lloyd’s syndicates to be able to trade in certain classes of business at current levels. RSML and RenaissanceRe CCL would be adversely affected if Lloyd’s current ratings were
downgraded.
Intervention Powers. The Council of Lloyd’s has wide discretionary powers to regulate members’ underwriting at Lloyd’s. It may, for instance, change the basis on which syndicate expenses are
allocated or vary the Funds at Lloyd’s requirements or the investment criteria applicable to the provision of Funds at Lloyd’s. Exercising any of these powers might affect the return on the corporate member’s participation in a
given underwriting year. If a member of Lloyd’s is unable to pay its debts to policyholders, the member may obtain financial assistance from the Lloyd’s Central Fund, which in many respects acts as an equivalent to a state guaranty fund
in the U.S. If Lloyd’s determines that the Central Fund needs to be increased, it has the power to assess premium levies on current Lloyd’s members. The Council of Lloyd’s has discretion to call or assess up to 3% of a
member’s underwriting capacity in any one year as a Central Fund contribution.
PRA and FCA
Regulation
The PRA currently has ultimate responsibility for the prudential supervision of the Lloyd’s market and the
Financial Conduct Authority (the “FCA”) has responsibility for market conduct regulation. Both the PRA and FCA have substantial powers of intervention in relation to Lloyd’s managing agents, such as RSML, including the power to
remove an agent’s authorization to manage Lloyd’s syndicates. In addition, each year the PRA requires Lloyd’s to satisfy an annual solvency test which measures whether Lloyd’s has sufficient assets in the aggregate to meet
all outstanding liabilities of its members, both current and run-off. If Lloyd’s fails this test, the PRA may require the entire Lloyd’s market to cease underwriting or individual Lloyd’s members may be required to cease or reduce
their underwriting.
Lloyd’s as a whole is authorized by the PRA and regulated by both the FCA and the PRA. Lloyd’s
is required to implement certain rules prescribed by the PRA and by the FCA; such rules are to be implemented by Lloyd’s pursuant to its powers under the Lloyd’s Act 1982 relating to the operation of the Lloyd’s market.
Lloyd’s prescribes, in respect of its managing agents and corporate members, certain minimum standards relating to their management and control, solvency and various other requirements. The PRA and the FCA directly monitor Lloyd’s
managing agents’ compliance with the systems and controls prescribed by Lloyd’s. If it appears to either the PRA or the FCA that either Lloyd’s is not fulfilling its delegated regulatory responsibilities or that managing agents are
not complying with the applicable regulatory rules and guidance, the PRA or the FCA may intervene at their discretion. Future regulatory changes or rulings by the PRA or FCA could impact RSML’s business strategy or financial assumptions,
possibly resulting in an adverse effect on RSML’s financial condition and operating results.
Change of
Control. The PRA and the FCA currently regulate the acquisition of control of any Lloyd’s managing agent which is authorized under the FSMA. Any company or individual that,
together with its or his associates, directly or indirectly acquires 10% or more of the shares in a Lloyd’s managing agent or its parent company, or is entitled to exercise or control the exercise of 10% or more of the voting power in such
Lloyd’s managing agent or its parent company, would be considered to have acquired control for the purposes of the relevant legislation, as would a person who had significant influence over the management of such Lloyd’s managing agent
or its parent company by virtue of their shareholding or voting power in either. A purchaser of 10% or more of RenaissanceRe’s common shares or voting power would therefore be considered to have acquired control of RSML. Under the FSMA, any
person or entity proposing to acquire control over a Lloyd’s managing agent must give prior notification to the PRA and the FCA of their or the entity’s intention to do so. The PRA and FCA would then have 60 working days to consider the
application to acquire control. Failure to make the relevant prior application could result in action being taken against RSML by the PRA or the FCA or both of them. Lloyd’s approval is also required before any person can acquire control
(using the same definition as for the PRA and FCA) of a Lloyd’s managing agent or Lloyd’s corporate member.
Other Applicable Laws. Lloyd’s worldwide insurance and reinsurance business is subject to various regulations, laws,
treaties and other applicable policies of the EU, as well as of each nation, state and locality in which it operates. Material changes in governmental requirements and laws could have an adverse effect on Lloyd’s and market participants,
including RSML and RenaissanceRe CCL.
Solvency
II
Solvency II was adopted by the European Parliament in April of 2009 and came into effect on January 1, 2016. Solvency II
represents a risk-based approach to insurance regulation and capital adequacy. Its principal goals are to improve the correlation between capital and risk, effect group supervision of insurance
and reinsurance affiliates, implement a uniform capital
adequacy structure for (re)insurers across the EU Member States, establish consistent corporate governance standards for insurance and reinsurance companies, and establish transparency through standard reporting of insurance operations. Under
Solvency II, an insurer’s or reinsurer’s capital adequacy in relation to various insurance and business risks may be measured with an internal model developed by the insurer or reinsurer and approved for use by the Member State’s
regulator or pursuant to a standard formula developed by the EC. The PRA granted approval to Lloyd’s internal model application in December
2015.
Singapore
Regulation
Branches of Renaissance Reinsurance and DaVinci based in the Republic of Singapore (the
“Singapore Branches”) have each received a license to carry on insurance business as a general reinsurer. The activities of the Singapore Branches are primarily regulated by the Monetary Authority of Singapore pursuant to
Singapore’s Insurance Act. Additionally, the Singapore Branches are each regulated by the Accounting and Corporate Regulatory Authority (the “ACRA”) as a foreign company pursuant to Singapore’s Companies Act. Prior to
the establishment of the Singapore Branches, Renaissance Reinsurance had maintained a representative office in Singapore commencing April 2012. We do not currently consider the activities and regulatory requirements of the Singapore Branches to be
material to us.
Renaissance Services of Asia Pte. Ltd., our Singapore-based service company, was established
as a private company limited by shares in Singapore on March 15, 2012 and is registered with ACRA and subject to Singapore’s Companies
Act.
Ireland
Regulation
Renaissance Reinsurance of Europe, incorporated under the laws of Ireland, provides coverage to
insurers and reinsurers, primarily in Europe. Business is written both in Dublin and through a branch office in the U.K.
Renaissance Reinsurance of Europe and its U.K. branch are regulated and supervised by the Central Bank of Ireland and are subject to the requirements of Solvency II. Renaissance Reinsurance of Europe is
registered with the Companies Registration Office in Ireland and is subject to the Companies Act 2014. The Central Bank of Ireland adopts a risk-based framework to the supervision of regulated firms. Firms are rated according to the impact their
failure would have on financial systems, the Irish economy and on the citizens of Ireland. Renaissance Reinsurance of Europe is currently considered by the Central Bank of Ireland to be a ‘low impact’ firm. We do not currently consider
the regulatory requirements of Renaissance Reinsurance of Europe and its U.K. branch to be material to us.
Renaissance
Services of Europe Ltd., our Dublin-based Irish service company, was established as a private company limited by shares in Ireland and is registered with the Companies Registration Office and subject to the Companies Act
2014.
Switzerland
Regulation
We have established branches of Renaissance Reinsurance and DaVinci in Zurich, Switzerland (the
“Swiss Branches”). The reinsurance operations of branch offices of foreign reinsurers are not regulated by The Swiss Financial Market Supervisory Authority. We do not currently consider the activities of the Swiss Branches to be material
to us.
RenaissanceRe Services of Switzerland AG, our Zurich-based service company, was established as a stock
corporation in Switzerland on June 15, 2017. It is registered with the Commercial Register of Zurich is subject to Chapter 26 of the Swiss Code of
Obligations.
ENVIRONMENTAL AND CLIMATE CHANGE
MATTERS
Our principal economic exposures arise from our coverages for natural disasters and catastrophes. We
believe, and believe the consensus view of current scientific studies substantiates, that changes in climate conditions, primarily global temperatures and expected sea levels, are likely to increase the severity, and possibly the frequency, of
weather related natural disasters and catastrophes relative to the historical experience over the past 100 years. We believe that this expected increase in severe weather, coupled with
currently projected demographic trends in
catastrophe-exposed regions, contributes to factors that will increase the average economic value of expected losses, increase the number of people exposed per year to natural disasters and in general exacerbate disaster risk, including risks to
infrastructure, global supply chains and agricultural production. Accordingly, we expect an increase in claims, especially from properties located in coastal areas. We have taken measures to mitigate losses related to climate change through our
underwriting process and by continuously monitoring and adjusting our risk management models.
In addition to the impacts that
environmental incidents have on our business, there has been a proliferation of governmental and regulatory scrutiny related to climate change and greenhouse gases, which will also affect our business. Although most regulations related to climate
change and greenhouse gases do not directly apply to our business, these regulations could indirectly impact our business.
GLOSSARY OF SELECTED INSURANCE
AND REINSURANCE TERMS
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Accident year |
Year of occurrence of a loss. Claim payments and
reserves for claims and claim expenses are allocated to the year in which the loss occurred for losses occurring contracts and in the year the loss was reported for claims made
contracts. |
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Acquisition expenses |
The aggregate expenses incurred by a company for
acquiring new business, including commissions, underwriting expenses, premium taxes and administrative
expenses. |
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Additional case reserves |
Additional case reserves represent management’s
estimate of reserves for claims and claim expenses that are allocated to specific contracts, less paid and reported losses by the
client. |
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Attachment point |
The dollar amount of loss (per occurrence or in the
aggregate, as the case may be) above which excess of loss reinsurance becomes
operative. |
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Bordereaux |
A report providing premium or loss data with respect
to identified specific risks. This report is periodically furnished to a reinsurer by the ceding insurers or
reinsurers. |
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Bound |
A (re)insurance contract is considered bound, and the
(re)insurer responsible for the risks of the contract, when both parties agree to the terms and conditions set forth in the
contract. |
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Broker |
An intermediary who negotiates contracts of insurance
or reinsurance, receiving a commission for placement and other services rendered, between (1) a policy holder and a primary insurer, on behalf of the insured party, (2) a primary insurer and reinsurer, on behalf of the primary insurer, or
(3) a reinsurer and a retrocessionaire, on behalf of the reinsurer. |
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Capacity |
The percentage of surplus, or the dollar amount of
exposure, that an insurer or reinsurer is willing or able to place at risk. Capacity may apply to a single risk, a program, a line of business or an entire book of business. Capacity may be constrained by legal restrictions, corporate restrictions
or indirect restrictions. |
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Case reserves |
Loss reserves, established with respect to specific,
individual reported claims. |
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Casualty insurance or reinsurance |
Insurance or reinsurance that is primarily concerned
with the losses caused by injuries to third persons and their property (in other words, persons other than the policyholder) and the legal liability imposed on the insured resulting therefrom. Also referred to as liability
insurance. |
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Catastrophe |
A severe loss, typically involving multiple claimants.
Common perils include earthquakes, hurricanes, hailstorms, severe winter weather, floods, fires, tornadoes, explosions and other natural or man-made disasters. Catastrophe losses may also arise from acts of war, acts of terrorism and political
instability. |
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Catastrophe excess of loss
reinsurance |
A form of excess of loss reinsurance that, subject to
a specified limit, indemnifies the ceding company for the amount of loss in excess of a specified retention with respect to an accumulation of losses resulting from a
“catastrophe.” |
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Catastrophe-linked securities; cat-linked
securities |
Cat-linked securities are generally privately placed
fixed income securities where all or a portion of the repayment of the principal is linked to catastrophic events. This includes securities where the repayment is linked to the occurrence and/or size of, for example, one or more hurricanes or
earthquakes, or insured industry losses associated with these catastrophic
events. |
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Cede; cedant; ceding company |
When a party reinsures its liability with another, it
“cedes” business and is referred to as the “cedant” or “ceding
company.” |
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Claim |
Request by an insured or reinsured for indemnification
by an insurance company or a reinsurance company for losses incurred from an insured peril or
event. |
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Claims made contracts |
Contracts that cover claims for losses occurring
during a specified period that are reported during the term of the contract. |
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Claims and claim expense ratio, net |
The ratio of net claims and claim expenses to net
premiums earned determined in accordance with either statutory accounting principles or
GAAP. |
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Claim reserves |
Liabilities established by insurers and reinsurers to
reflect the estimated costs of claim payments and the related expenses that the insurer or reinsurer will ultimately be required to pay in respect of insurance or reinsurance policies it has issued. Claims reserves consist of case reserves,
established with respect to individual reported claims, additional case reserves and “IBNR” reserves. For reinsurers, loss expense reserves are generally not significant because substantially all of the loss expenses associated with
particular claims are incurred by the primary insurer and reported to reinsurers as
losses. |
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Combined ratio |
The combined ratio is the sum of the net claims and
claim expense ratio and the underwriting expense ratio. A combined ratio below 100% generally indicates profitable underwriting prior to the consideration of investment income. A combined ratio over 100% generally indicates unprofitable underwriting
prior to the consideration of investment income. |
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Delegated authority |
A contractual arrangement between an insurer or
reinsurer and an agent whereby the agent is authorized to bind insurance or reinsurance on behalf of the insurer or reinsurer. The authority is normally limited to a particular class or classes of business and a particular territory. The exercise of
the authority to bind insurance or reinsurance is normally subject to underwriting guidelines and other restrictions such as maximum premium income. Under the delegated authority, the agent is responsible for issuing policy documentation, the
collection of premium and may also be responsible for the settlement of claims. |
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Excess of loss reinsurance or
insurance |
Reinsurance or insurance that indemnifies the
reinsured or insured against all or a specified portion of losses on underlying insurance policies in excess of a specified amount, which is called a “level” or “retention.” Also known as non-proportional reinsurance. Excess
of loss reinsurance is written in layers. A reinsurer or group of reinsurers accepts a layer of coverage up to a specified amount. The total coverage purchased by the cedant is referred to as a “program” and will typically be placed with
predetermined reinsurers in pre-negotiated layers. Any liability exceeding the outer limit of the program reverts to the ceding company, which also bears the credit risk of a reinsurer’s
insolvency. |
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Exclusions |
Those risks, perils, or classes of insurance with
respect to which the reinsurer will not pay loss or provide reinsurance, notwithstanding the other terms and conditions of
reinsurance. |
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Frequency |
The number of claims occurring during a given coverage
period. |
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Funds at Lloyd’s |
Funds of an approved form that are lodged and held in
trust at Lloyd’s as security for a member’s underwriting activities. They comprise the members’ deposit, personal reserve fund and special reserve fund and may be drawn down in the event that the member’s syndicate level
premium trust funds are insufficient to cover its liabilities. The amount of the deposit is related to the member’s premium income limit and also the nature of the underwriting
account. |
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Generally Accepted Accounting Principles in the United
States (“GAAP”) |
Accounting principles as set forth in the statements
of the Financial Accounting Standards Board (“FASB”) and related guidance, which are applicable in the circumstances as of the date in
question. |
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Gross premiums written |
Total premiums for insurance written and assumed
reinsurance during a given period. |
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Incurred but not reported
(“IBNR”) |
Reserves for estimated losses that have been incurred
by insureds and reinsureds but not yet reported to the insurer or reinsurer, including unknown future developments on losses that are known to the insurer or
reinsurer. |
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Insurance-linked securities |
Financial instruments whose values are driven by
(re)insurance loss events. Our investments in insurance-linked securities are generally linked to property losses due to natural
catastrophes. |
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International Financial Reporting Standards
(“IFRS”) |
Accounting principles, standards and interpretations
as set forth in opinions of the International Accounting Standards Board which are applicable in the circumstances as of the date in
question. |
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Layer |
The interval between the retention or attachment point
and the maximum limit of indemnity for which a reinsurer is responsible. |
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Line |
The amount of excess of loss reinsurance protection
provided to an insurer or another reinsurer, often referred to as limit. |
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Line of business |
The general classification of insurance written by
insurers and reinsurers, e.g., fire, allied lines, homeowners and surety, among
others. |
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Lloyd’s |
Depending on the context, this term may refer to
(a) the society of individual and corporate underwriting members that insure and reinsure risks as members of one or more syndicates (i.e., Lloyd’s is not an insurance company); (b) the underwriting room in the Lloyd’s building
in which managing agents underwrite insurance and reinsurance on behalf of their syndicate members (in this sense Lloyd’s should be understood as a market place); or (c) the Corporation of Lloyd’s which regulates and provides
support services to the Lloyd’s
market. |
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Loss; losses |
An occurrence that is the basis for submission and/or
payment of a claim. Whether losses are covered, limited or excluded from coverage is dependent on the terms of the
policy. |
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Loss reserve |
For an individual loss, an estimate of the amount the
insurer expects to pay for the reported claim. For total losses, estimates of expected payments for reported and unreported claims. These may include amounts for claims
expenses. |
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Managing agent |
An underwriting agent which has permission from
Lloyd’s to manage a syndicate and carry on underwriting and other functions for a
member. |
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Net claims and claim expenses |
The expenses of settling claims, net of recoveries,
including legal and other fees and the portion of general expenses allocated to claim settlement costs (also known as claim adjustment expenses or loss adjustment expenses) plus losses incurred with respect to net
claims. |
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Net claims and claim expense ratio |
Net claims and claim expenses incurred expressed as a
percentage of net earned premiums. |
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Net premiums earned |
The portion of net premiums written during or prior to
a given period that was actually recognized as income during such period. |
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Net premiums written |
Gross premiums written for a given period less
premiums ceded to reinsurers and retrocessionaires during such period. |
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Perils |
This term refers to the causes of possible loss in the
property field, such as fire, windstorm, collision, hail, etc. In the casualty field, the term “hazard” is more frequently
used. |
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Profit commission |
A provision found in some reinsurance agreements that
provides for profit sharing. Parties agree to a formula for calculating profit, an allowance for the reinsurer’s expenses, and the cedant’s share of such profit after
expenses. |
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Property insurance or reinsurance |
Insurance or reinsurance that provides coverage to a
person with an insurable interest in tangible property for that person’s property loss, damage or loss of
use. |
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Property per risk |
Reinsurance on a treaty basis of individual property
risks insured by a ceding company. |
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Proportional reinsurance |
A generic term describing all forms of
reinsurance in which the reinsurer shares a proportional part of the original premiums and losses of the reinsured. (Also known as pro rata reinsurance, quota share reinsurance or participating reinsurance.) In proportional reinsurance, the
reinsurer generally pays the ceding company a ceding commission. The ceding commission generally is based on the ceding company’s cost of acquiring the business being reinsured (including commissions, premium taxes, assessments and
miscellaneous administrative expense) and also may include a profit factor. See also “Quota Share
Reinsurance”. |
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Quota share reinsurance |
A form of proportional reinsurance in which the
reinsurer assumes an agreed percentage of each insurance policy being reinsured and shares all premiums and losses accordingly with the reinsured. See also “Proportional
Reinsurance”. |
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Reinstatement premium |
The premium charged for the restoration of the
reinsurance limit of a catastrophe contract to its full amount after payment by the reinsurer of losses as a result of an
occurrence. |
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Reinsurance |
An arrangement in which an insurance company, the
reinsurer, agrees to indemnify another insurance or reinsurance company, the ceding company, against all or a portion of the insurance or reinsurance risks underwritten by the ceding company under one or more policies. Reinsurance can provide a
ceding company with several benefits, including a reduction in net liability on insurances and catastrophe protection from large or multiple losses. Reinsurance also provides a ceding company with additional underwriting capacity by permitting it to
accept larger risks and write more business than would be possible without an equivalent increase in capital and surplus, and facilitates the maintenance of acceptable financial ratios by the ceding company. Reinsurance does not legally discharge
the primary insurer from its liability with respect to its obligations to the
insured. |
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Reinsurance to Close |
Also referred to as a RITC, it is a contract to
transfer the responsibility for discharging all the liabilities that attach to one year of account of a syndicate into a later year of account of the same or different syndicate in return for a
premium. |
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Retention |
The amount or portion of risk that an insurer retains
for its own account. Losses in excess of the retention level are paid by the reinsurer. In proportional treaties, the retention may be a percentage of the original policy’s limit. In excess of loss business, the retention is a dollar amount of
loss, a loss ratio or a percentage. |
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Retrocedant |
A reinsurer who cedes all or a portion of its assumed
insurance to another reinsurer. |
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Retrocessional reinsurance;
Retrocessionaire |
A transaction whereby a reinsurer cedes to another
reinsurer, the retrocessionaire, all or part of the reinsurance that the first reinsurer has assumed. Retrocessional reinsurance does not legally discharge the ceding reinsurer from its liability with respect to its obligations to the reinsured.
Reinsurance companies cede risks to retrocessionaires for reasons similar to those that cause primary insurers to purchase reinsurance: to reduce net liability on insurances, to protect against catastrophic losses, to stabilize financial ratios and
to obtain additional underwriting capacity. |
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Risks |
A term used to denote the physical units of property
at risk or the object of insurance protection that are not perils or hazards. Also defined as chance of loss or uncertainty of
loss. |
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Solvency II |
A set of regulatory requirements that codify and
harmonize the EU insurance and reinsurance regulation. Among other things, these requirements impact the amount of capital that EU insurance and reinsurance companies are required to hold. Solvency II came into effect on January 1,
2016. |
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Specialty lines |
Lines of insurance and reinsurance that provide
coverage for risks that are often unusual or difficult to place and do not fit the underwriting criteria of standard commercial products
carriers. |
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Statutory accounting principles |
Recording transactions and preparing financial
statements in accordance with the rules and procedures prescribed or permitted by Bermuda, U.S. state insurance regulatory authorities including the NAIC and/or in accordance with Lloyd’s specific principles, all of which generally reflect a
liquidating, rather than going concern, concept of accounting. |
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Stop loss |
A form of reinsurance under which the reinsurer pays
some or all of a cedant’s aggregate retained losses in excess of a predetermined dollar amount or in excess of a percentage of
premium. |
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Submission |
An unprocessed application for (i) insurance
coverage forwarded to a primary insurer by a prospective policyholder or by a broker on behalf of such prospective policyholder, (ii) reinsurance coverage forwarded to a reinsurer by a prospective ceding insurer or by a broker or intermediary
on behalf of such prospective ceding insurer or (iii) retrocessional coverage forwarded to a retrocessionaire by a prospective ceding reinsurer or by a broker or intermediary on behalf of such prospective ceding
reinsurer. |
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Surplus lines insurance |
Any type of coverage that cannot be placed with an
insurer admitted to do business in a certain jurisdiction. Risks placed in excess and surplus lines markets are often substandard in respect to adverse loss experience, unusual, or unable to be placed in conventional markets due to a shortage of
capacity. |
Syndicate |
A member or group of members underwriting
(re)insurance business at Lloyd’s through the agency of a managing agent or substitute agent to which a syndicate number is
assigned. |
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Treaty |
A reinsurance agreement covering a book or class of
business that is automatically accepted on a bulk basis by a reinsurer. A treaty contains common contract terms along with a specific risk definition, data on limit and retention, and provisions for premium and
duration. |
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Underwriting |
The insurer’s or reinsurer’s process of
reviewing applications submitted for insurance coverage, deciding whether to accept all or part of the coverage requested and determining the applicable
premiums. |
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Underwriting capacity |
The maximum amount that an insurance company can
underwrite. The limit is generally determined by a company’s retained earnings and investment capital. Reinsurance serves to increase a company’s underwriting capacity by reducing its exposure from particular
risks. |
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Underwriting expense ratio |
The ratio of the sum of the acquisition expenses and
operational expenses to net premiums earned. |
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Underwriting expenses |
The aggregate of policy acquisition costs, including
commissions, and the portion of administrative, general and other expenses attributable to underwriting
operations. |
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Unearned premium |
The portion of premiums written representing the
unexpired portions of the policies or contracts that the insurer or reinsurer has on its books as of a certain
date. |
AVAILABLE
INFORMATION
We maintain a website at
www.renre.com. The information on our website is not incorporated by reference in this Form 10-K. We make available, free
of charge through our website, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as
reasonably practicable after we electronically file such material with, or furnish such material to, the U.S. Securities and Exchange Commission (the “SEC”). We also make available, free of charge from our website, our Audit Committee
Charter, Compensation and Corporate Governance Committee Charter, Corporate Governance Guidelines, and Code of Ethics. Such information is also available in print for any shareholder who sends a request to RenaissanceRe Holdings Ltd., Attn: Office
of the Corporate Secretary, P.O. Box HM 2527, Hamilton, HMGX, Bermuda. The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers, including the Company, that file
electronically with the SEC. The address of the SEC’s website is
www.sec.gov.
ITEM 1A.
RISK FACTORS
Factors that could cause our actual results to differ materially from those in the forward-looking statements
contained in this Form 10-K and other documents we file with the SEC include the following:
Risks Related to
Our Company
Our exposure to catastrophic events and premium volatility could
cause our financial results to vary significantly from one period to the next and could adversely impact our financial results.
We have a large overall exposure to natural and man-made disasters, such as earthquakes, hurricanes, tsunamis, winter storms, freezes, floods, fires, tornadoes, hailstorms, drought, cyber-risks and acts of
terrorism. As a result, our operating results have historically been, and we expect will continue to be, significantly affected by low frequency and high severity loss
events.
Claims from catastrophic events could cause substantial volatility in our quarterly and annual
financial results and could materially adversely affect our financial condition, results of operations and cash flows. We believe that certain factors, including increases in the value and geographic concentration of insured property, particularly
along coastal regions, the increasing risks associated with extreme weather events as a result of changes in climate conditions, and the effects of inflation, may continue to increase the number and severity of claims from catastrophic events in the
future. Accordingly, unanticipated events could result in net negative impacts as compared to our competitors. Historically, a relatively large percentage of our coverage exposures have been concentrated in the U.S. southeast, but due to the
expected increase in severe weather events, there is the potential for significant exposures in other geographic areas in the future.
Risks of volatility in our financial results are also exacerbated by the fact that the premiums in both our Property and Casualty and Specialty segments are prone to significant volatility due to factors
including the timing of contract inception and our differentiated strategy and capability, which position us to pursue bespoke or large solutions for clients, which may be
non-recurring.
Our claims and claim expense reserves are subject to inherent
uncertainties.
Our claims and claim expense reserves reflect our estimates, using actuarial and statistical
projections at a given point in time, of our expectations of the ultimate settlement and administration costs of claims incurred.
We use actuarial and computer models (See “Part I, Item 1. Business, Underwriting and Enterprise Risk Management.”), historical reinsurance and insurance industry loss statistics, and
management’s experience and judgment to assist in the establishment of appropriate claims and claim expense reserves. Our estimates and judgments are based on numerous factors, and may be revised as additional experience and other data become
available and are reviewed, as new or improved methodologies are developed, as loss trends and claims inflation impact future payments, or as current laws or interpretations thereof change.
Due to the many assumptions and estimates involved in establishing reserves and the inherent uncertainty of
modeling techniques, the reserving process is inherently uncertain. It is expected that some of our assumptions or estimates will prove to be inaccurate, and that our actual net claims and claim expenses paid and reported will differ, perhaps
materially, from the reserve estimates reflected in our financial statements. For example, our significant gross and net reserves associated with the large catastrophe events in 2017 and 2018 remain subject to significant uncertainty. As these and
other events mature, losses are paid and information emerges, we expect our reserves may change, perhaps materially.
Accordingly, we may underestimate the exposures we are assuming and our results of operations and financial condition may be adversely impacted, perhaps significantly. Conversely, we may prove to be too
conservative and contribute to factors which would impede our ability to grow in respect of new markets or perils or in connection with our current portfolio of coverages.
A decline in our financial strength ratings may adversely impact our
business, perhaps materially so.
Financial strength ratings are used by ceding companies and reinsurance
intermediaries to assess the financial strength and quality of reinsurers and insurers. Rating agencies evaluate us periodically and may downgrade or withdraw their financial strength ratings in the future if we do not continue to meet the criteria
of the ratings previously assigned to us.
In addition, rating agencies may make changes in their capital models and rating methodologies which could increase the amount of capital required to support the ratings.
A ratings downgrade or other negative ratings action could adversely affect our ability to compete with other
reinsurers and insurers, as well as the marketability of our product offerings, our access to and cost of borrowing and our ability to write new business, which could materially adversely affect our results of operations. For example, following a
ratings downgrade we might lose customers to more highly rated competitors or retain a lower share of the business of our customers or we could incur higher borrowing costs on our credit facilities.
In addition, many reinsurance contracts contain provisions permitting cedants to, among other things, cancel
coverage pro rata or require the reinsurer to post collateral for all or a portion of its obligations if the reinsurer is downgraded below a certain rating level. It is increasingly common for our reinsurance agreements to contain such terms.
Whether a cedant would exercise any of these rights could depend on various factors, such as the reason for and extent of such downgrade, the prevailing market conditions and the pricing and availability of replacement reinsurance coverage. We
cannot predict to what extent these contractual rights would be exercised, if at all, or what effect this would have on our financial condition or future operations, but the effect could be
material.
For the current ratings of certain of our subsidiaries and joint ventures and additional ratings
information, refer to “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, Liquidity and Capital Resources,
Ratings”.
The trend towards increasingly frequent and severe climate events could
result in underestimated exposures that have the potential to adversely impact our financial results.
Our most
severe estimated economic exposures arise from our coverages for natural disasters and catastrophes. The trend towards increased severity and frequency of weather related natural disasters and catastrophes which we believe arises in part from
changes in climate conditions, coupled with currently projected demographic trends in catastrophe-exposed regions, contributes to factors which we believe increase the average economic value of expected losses, increase the number of people exposed
per year to natural disasters and in general exacerbate disaster risk, including risks to infrastructure, global supply chains and agricultural production. Accordingly, we expect an increase in claims, especially from properties located in these
catastrophe-exposed regions.
A substantial portion of our coverages may be adversely impacted by climate
change, and we cannot assure you that our risk assessments accurately reflect environmental and climate related risks. We cannot predict with certainty the frequency or severity of tropical cyclones, wildfires or other catastrophes. Unanticipated
environmental incidents could lead to additional insured losses that exceed our current estimates, resulting in disruptions to or adverse impacts on our business, the market, or our clients. Further, certain investments, such as catastrophe-linked
securities and property catastrophe managed joint ventures, or other assets in our investment portfolio, could also be adversely impacted by climate change.
Retrocessional reinsurance may become unavailable on acceptable terms, or may not provide the coverage we intended to obtain, or we may not be able to collect on claimed
retrocessional coverage.
As part of our risk management, we buy reinsurance for our own account, which is known
as “retrocessional reinsurance.” The reinsurance we purchase is generally subject to annual renewal. From time to time, market conditions have limited or prevented insurers and reinsurers from obtaining retrocessional reinsurance.
Accordingly, we may not be able to renew our current retrocessional reinsurance arrangements or obtain desired amounts of new or replacement coverage. In addition, even if we are able to obtain such retrocessional reinsurance, we may not be able to
negotiate terms that we consider appropriate or acceptable from entities with satisfactory creditworthiness or collect on claimed retrocessional coverage. This could limit the amount of business we are willing to write, or decrease the protection
available to us as a result of large loss events.
When we purchase reinsurance or retrocessional reinsurance
for our own account, the insolvency of any of our reinsurers, or inability or reluctance of any of our reinsurers to make timely payments to us under the terms of our reinsurance agreements could have a material adverse effect on us. We have
significant
reinsurance recoverables associated with
the large catastrophe events of 2017 and 2018 and, generally, we believe that the “willingness to pay” of some reinsurers and retrocessionaires is declining. Therefore, this risk may be more significant to us at present than at many
times in the past. Complex coverage issues or coverage disputes may impede our ability to collect amounts we believe we are owed.
A large portion of our reinsurance protection is concentrated with a relatively small number of reinsurers. The risk of such concentration of retrocessional coverage may be increased by recent and future
consolidation within the industry.
Recently enacted U.S. tax reform
legislation, as well as possible future tax reform legislation and regulations, could reduce our access to capital, decrease demand for our products and services, impact our shareholders or investors in our joint ventures or other entities we manage
or otherwise adversely affect us.
U.S. tax reform legislation, commonly referred to as the Tax Cuts and Jobs
Act (the “Tax Bill”), was signed into law on December 22, 2017. The Tax Bill amends a range of U.S. federal tax rules applicable to individuals, businesses and international taxation, including, among other things, by altering the
current taxation of insurance premiums ceded from a United States domestic corporation to any non-U.S. affiliate. For example, the Tax Bill includes a new base erosion anti-avoidance tax (the “BEAT”) that would have substantially altered
the taxation of affiliate reinsurance between our operating affiliates which are subject to U.S. taxation and our non-U.S. affiliates which are not. We believe those transactions would have become economically unfeasible under the BEAT and
terminated them as of the 2017 year end. While these transactions were not significant for us, on an industry-wide basis for specific market participants the impacts could be more material, and it is possible that over time the BEAT may result in
increased prices for certain reinsurance or insurance products, which could cause a decrease in demand for these products and services due to limitations on the available resources of our clients or their underlying insureds.
The Tax Bill increased the likelihood that we or our non-U.S. subsidiaries or joint ventures managed by us
will be deemed a “controlled foreign corporation” (“CFC”) within the meaning of the Internal Revenue Code for U.S. federal tax purposes. Specifically, the Tax Bill expands the definition of “U.S. shareholder” for
CFC purposes to include U.S. persons who own 10% or more of the value of a foreign corporation’s shares, rather than only looking to voting power held. As a result, the “voting cut-back” provisions included in our Amended and
Restated Bye-laws that limit the voting power of any shareholder to 9.9% of the total voting power of our capital stock will be ineffective in avoiding “U.S. shareholder” status for U.S. persons who own 10% or more of the value of our
shares. The Tax Bill also expands certain attribution rules for stock ownership in a way that would cause foreign subsidiaries in a foreign parented group that includes at least one U.S. subsidiary to be treated as CFCs. In the event a corporation
is characterized as a CFC, any “U.S. shareholder” of the CFC is required to include its pro rata share of certain insurance and related investment income in income for a taxable year, even if such income is not distributed. In addition,
U.S. tax exempt entities subject to the unrelated business taxable income (“UBTI”) rules that own 10% or more of the value of our non-U.S. subsidiaries or joint ventures managed by us that are characterized as CFCs may recognize UBTI
with respect to such investment.
In addition to changes in the CFC rules, the Tax Bill contains modifications
to certain provisions relating to passive foreign investment company (“PFIC”) status that could, for example, discourage U.S. persons from investing in our joint ventures or other entities we manage. The Tax Bill makes it more difficult
for a non-U.S. insurance company to avoid PFIC status under an exception for certain non-U.S. insurance companies engaged in the active conduct of an insurance business. The Tax Bill limits this exception to a non-U.S. insurance company that would
be taxable as an insurance company if it were a U.S. corporation and that maintains insurance liabilities of more than 25% of such company’s assets for a taxable year (or maintains reserves that at least equal 10% of its assets and it
satisfies a facts and circumstances test that requires a showing that the failure to exceed the 25% threshold is due to run-off or rating agency circumstances). While we believe that our non-U.S. insurance subsidiaries should satisfy this reserve
test and we do not expect to be a PFIC for the foreseeable future, we cannot assure you that this will continue to be the case in future years, and there is a significant risk that joint venture entities managed by us may not satisfy the reserve
test.
The IRS has been considering other changes to the PFIC rules for several years. In 2015, the IRS issued
proposed regulations intended to clarify the application of this insurance company exception to the classification of a non-U.S. insurer as a PFIC. These proposed regulations provide that a non-U.S. insurer
will qualify for the insurance company
exception only if, among other things, the non-U.S. insurer’s officers and employees perform its substantial managerial and operational activities. This proposed regulation will not be effective until adopted in final form.
We are unable to predict all of the ultimate impacts of the Tax Bill and other proposed tax reform regulations
and legislation on our business and results of operations. It is possible the IRS will construe the intent of the Tax Bill as having been to reduce or eliminate certain perceived tax advantages of companies (including insurance companies) that have
legal domiciles outside the U.S., and its interpretation, enforcement actions or regulatory changes could increase the impact of the Tax Bill beyond prevailing current assessments or our own estimates. Further, it is possible that other legislation
could be introduced and enacted in the future that would have an adverse impact on us. These events and trends towards more punitive taxation of cross border transactions could in the future materially adversely impact the insurance and reinsurance
industry and our own results of operations by increasing taxation of certain activities and structures in our industry. Accordingly, we cannot reliably estimate what the potential impact of any such changes could be to us or our non-U.S.
subsidiaries or joint ventures managed by us and our and their respective sources of capital, investors or the market generally, however, it is possible these changes could materially adversely impact our results of
operations.
Emerging claim and coverage issues, or other litigation, could
adversely affect us.
Unanticipated developments in the law as well as changes in social conditions could
potentially result in unexpected claims for coverage under our insurance and reinsurance contracts. These developments and changes may adversely affect us, perhaps materially so. For example, we could be subject to developments that impose
additional coverage obligations on us beyond our underwriting intent, or to increases in the number or size of claims to which we are subject.
In addition, we believe our property results have been adversely impacted over recent periods by increasing primary claims level fraud and abuses, as well as other forms of social inflation, and that these
trends may continue, particularly in certain U.S. jurisdictions in which we focus, including Florida and Texas. For example, in Florida, homeowners are increasingly assigning the benefit of their insurance recovery to third parties, typically
related to a water loss claim but also with respect to other claims. This practice is referred to as an ”assignment of benefits”, and is characterized by an inflated size and number of claims, increased incidence of litigation,
interference in the adjustment of claims, and the assertion of bad faith actions and a one-way right to claim attorney fees. Assignments of benefits and related insurance fraud may directly affect us, potentially materially, through any policy we
write in Florida, as well as by inflating the size of occurrences we cover under our reinsurance treaties and reducing the value of certain investments we have in Florida, including both debt and equity investments in domestic reinsurers.
Additionally, significant uncertainty may arise from the attribution of potentially insured losses proximately or indirectly related to the 2017 and 2018 California
wildfires.
With respect to our casualty and specialty reinsurance operations, these legal and social changes and their impact
may not become apparent until some time after their occurrence. For example, we could be deemed liable for losses arising out of a matter, such as the potential for industry losses arising out of a pandemic illness, that we had not anticipated or
had attempted to contractually exclude. Moreover, irrespective of the clarity and inclusiveness of policy language, we cannot assure you that a court or arbitration panel will enforce policy language or not issue a ruling adverse to us. Our exposure
to these uncertainties could be exacerbated by the increased willingness of some market participants to dispute insurance and reinsurance contract and policy wording. Alternatively, potential efforts by us to exclude such exposures could, if
successful, reduce the market’s acceptance of our related products. The full effects of these and other unforeseen emerging claim and coverage issues are extremely hard to predict. As a result, the full extent of our liability under our
coverages may not be known for many years after a contract is issued. Furthermore, we expect that our exposure to this uncertainty may grow as our “long-tail” casualty businesses grow, because in these lines claims can typically be made
for many years, making them more susceptible to these trends than our traditional catastrophe business, which is typically more “short-tail.” While we continually seek to improve the effectiveness of our contracts and claims
capabilities, we may fail to mitigate our exposure to these growing
uncertainties.
A soft
reinsurance underwriting market would adversely affect our business and operating results.
In a soft
reinsurance underwriting market, premium rates are stable or falling and coverage is readily available. In a hard reinsurance underwriting market, premium rates are increasing and less coverage may be available. Leading global intermediaries and
other sources have generally reported that the U.S. reinsurance market reflected a soft underwriting market during the last several years, with growing levels of industry wide capital held. This capital has been supplied principally by traditional
market participants and increasingly by alternative capital providers. We believe that the current reinsurance underwriting market is in a prolonged soft market phase, but that it will continue to be cyclical, with hard markets caused by withdrawal
or use of excess capital, large or frequent loss events and other factors. However, it is possible that increased access of primary insurers to capital, new technologies and other factors may eliminate or significantly lessen the possibility of any
future hard reinsurance underwriting market.
We depend on a few insurance
and reinsurance brokers for a preponderance of our revenue, and any loss of business provided by them could adversely affect
us.
We market our insurance and reinsurance products worldwide exclusively through a limited number of insurance and
reinsurance brokers. As our business is heavily reliant on the use of a few brokers, the loss of a broker, through a merger, other business combination or otherwise, could result in the loss of a substantial portion of our business, which would have
a material adverse effect on us. Our ability to market our products could decline as a result of the loss of the business provided by any of these brokers and it is possible that our premiums written would decrease. Further, due to the concentration
of our brokers, our brokers may have increasing power to dictate the terms and conditions of our arrangements with them, which could have a negative impact on our business.
We are exposed to counterparty credit risk, including with respect to reinsurance brokers, customers and
retrocessionaires.
We believe our exposure to counterparty credit risk has increased in recent years. In accordance with
industry practice, we pay virtually all amounts owed on claims under our policies to reinsurance brokers, and these brokers, in turn, pay these amounts over to the insurers that have reinsured a portion of their liabilities with us (we refer to
these insurers as ceding insurers). Likewise, premiums due to us by ceding insurers are virtually all paid to brokers, who then pass such amounts on to us. In many jurisdictions, we have contractually agreed that if a broker were to fail to make a
payment to a ceding insurer, we would remain liable to the ceding insurer for the deficiency. Conversely, in many jurisdictions, when the ceding insurer pays premiums for these policies to reinsurance brokers for payment over to us, these premiums
are considered to have been paid by the cedants and the ceding insurer is no longer liable to us for those amounts, whether or not we have actually received the premiums. Consequently, in connection with the settlement of reinsurance balances, we
assume a substantial degree of credit risk associated with brokers around the world.
We are also exposed to the credit risk of
our customers, who, pursuant to their contracts with us, frequently pay us over time. We cannot assure you that our premiums receivable or reinsurance recoverables, which may not be collateralized, will be collected or that we will not be required
to write down additional amounts in future periods. To the extent our customers or retrocedants become unable to pay future premiums, we would be required to recognize a downward adjustment to our premiums receivable or reinsurance recoverables, as
applicable, in our financial statements. As of December 31, 2018, we had reinsurance recoverables of $2.4 billion, and our failure to
collect even a small portion of these recoverables, or a meaningful delay in the collection of recoverables as to which our own underlying obligations are due, could negatively affect our results of operations and financial condition, perhaps
materially.
During periods of economic uncertainty, our consolidated credit risk, reflecting our counterparty dealings with
agents, brokers, customers, retrocessionaires, capital providers, parties associated with our investment portfolio, and others may increase, perhaps materially
so.
Weakness in business and economic conditions generally or specifically
in the principal markets in which we do business could adversely affect our business and operating
results.
Challenging economic conditions throughout the world could adversely affect our business and financial
results. If economic conditions should weaken, the business environment in our principal markets would be adversely affected, which could adversely affect demand for the products sold by us or our customers. In
addition, volatility in the U.S. and other
securities markets may adversely affect our investment portfolio or the investment results of our clients, potentially impeding their operations or their capacity to invest in our products. Global financial markets and economic and geopolitical
conditions are outside of our control and difficult to predict, being influenced by factors such as national and international political circumstances (including governmental instability, wars, terrorist acts or security operations), interest rates,
market volatility, asset or market correlations, equity prices, availability of credit, inflation rates, economic uncertainty, changes in laws or regulations including as regards taxation, trade barriers, commodity prices, interest rates, and
currency exchange rates and controls. In addition, as discussed above, we believe our consolidated credit risk is likely to increase during an economic
downturn.
U.S. taxing authorities could contend that one or more of our
Bermuda subsidiaries is subject to U.S. corporate income tax, as a result of changes in laws or regulations, or otherwise.
If the IRS were to contend successfully that we or one or more of our Bermuda subsidiaries is engaged in a trade or business in the U.S., each entity engaged in a U.S. trade or business would, to the extent
not exempted from tax by the U.S.-Bermuda income tax treaty, be subject to U.S. corporate income tax on the portion of its net income treated as effectively connected with a U.S. trade or business, as well as the U.S. corporate branch profits tax.
If we or one or more of our Bermuda subsidiaries were ultimately held to be subject to taxation, our earnings would correspondingly decline.
In addition, benefits of the U.S.-Bermuda income tax treaty which may limit any tax to income attributable to a permanent establishment maintained by one or more of our Bermuda subsidiaries in the U.S. are
only available to a subsidiary if more than 50% of its shares are beneficially owned, directly or indirectly, by individuals who are Bermuda residents or U.S. citizens or residents. Our Bermuda subsidiaries may not be able to continually satisfy, or
establish to the IRS that they satisfy, this beneficial ownership test . Finally, it is unclear whether the U.S.-Bermuda income tax treaty (assuming satisfaction of the beneficial ownership test) applies to income other than premium income, such as
investment income.
Acquisitions or strategic investments we have made or may
make could turn out to be unsuccessful.
As part of our strategy, we frequently monitor and analyze
opportunities to acquire or make a strategic investment in new or other businesses we believe will not detract from our core operations. The negotiation of potential acquisitions (such as our pending acquisition of the TMR Group Entities) or
strategic investments as well as the integration of an acquired business or new personnel, could result in a substantial diversion of management resources.
Future acquisitions could likewise involve numerous additional risks such as potential losses from unanticipated litigation or levels of claims and inability to generate sufficient revenue to offset
acquisition costs. As we pursue or consummate a strategic transaction or investment, we may value the acquired or funded company or operations incorrectly, fail to integrate the acquired operations appropriately into our own operations, fail to
successfully manage our operations as our product and geographical diversity increases, expend unforeseen costs during the acquisition or integration process, or encounter other unanticipated risks or challenges. If we succeed in consummating a
strategic investment, we may fail to value it accurately or divest it or otherwise realize the value which we originally invested or have subsequently reflected in our consolidated financial statements. Any failure by us to effectively limit such
risks or implement our acquisitions or strategic investment strategies could have a material adverse effect on our business, financial condition or results of operations. As provided in more detail below under “Risks Related to the TMR Stock
Purchase,” we face significant challenges in combining our operations with the operations of the TMR Group, and we may not be able to accomplish this integration process smoothly or successfully, which would reduce the anticipated benefits of
the TMR Stock Purchase.
The loss of key senior members of management could
adversely affect us.
Our success depends in substantial part upon our ability to attract and retain our senior
officers. The loss of services of members of our senior management team and the uncertain transition of new members of our senior management team may strain our ability to execute our strategic initiatives. The loss of one or more of our senior
officers could adversely impact our business, by, for example, making it more difficult to retain customers, attract or maintain our capital support, or meet other needs of our business, which depend in part on the service of the departing officer.
We may also encounter unforeseen difficulties associated with
the transition of members of our senior
management team to new or expanded roles necessary to execute our strategic and tactical plans from time to time.
In addition, our ability to execute our business strategy is dependent on our ability to attract and retain a staff of qualified underwriters and service personnel. The location of our global headquarters in
Bermuda may impede our ability to recruit and retain highly skilled employees. Under Bermuda law, non-Bermudians (other than spouses of Bermudians, holders of Permanent Residents’ Certificates and holders of Working Residents’
Certificates) may not engage in any gainful occupation in Bermuda without a valid government work permit. Some members of our senior management are working in Bermuda under work permits that will expire over the next several years. The Bermuda
government could refuse to extend these work permits, and no assurances can be given that any work permit will be issued or, if issued, renewed upon the expiration of the relevant term. If any of our senior officers or key contributors were not
permitted to remain in Bermuda, or if we experienced delays or failures to obtain permits for a number of our professional staff, our operations could be disrupted and our financial performance could be adversely affected as a
result.
A decline in our investment performance could reduce our
profitability and hinder our ability to pay claims promptly in accordance with our strategy.
We have
historically derived a meaningful portion of our income from our invested assets, which are comprised of, among other things, fixed maturity securities, such as bonds, asset-backed securities, mortgage-backed securities, equity securities, and other
investments, including but not limited to private equity investments, bank loan funds and hedge funds. Accordingly, our financial results are subject to a variety of investment risks, including risks relating to general economic conditions,
inflation, market volatility, interest rate fluctuations, foreign currency risk, liquidity risk and credit and default risk. Additionally, with respect to certain of our investments, we are subject to pre-payment or reinvestment risk. Our investment
portfolio also includes securities with a longer duration, which may be more susceptible to certain of these risks.
The market value of our fixed maturity investments is subject to fluctuation depending on changes in various factors, including prevailing interest rates and widening credit spreads. Increases in interest
rates could cause the market value of our investment portfolio to decrease, perhaps substantially. Conversely, a decline in interest rates could reduce our investment yield, which would reduce our overall profitability. Interest rates are highly
sensitive to many factors, including governmental monetary policies, domestic and international economic and political conditions and other factors beyond our control. Any measures we take that are intended to manage the risks of operating in a
changing interest rate environment may not effectively mitigate such interest rate sensitivity.
A portion of
our investment portfolio is allocated to other classes of investments including equity securities and interests in alternative investment vehicles such as catastrophe bonds, private equity investments, senior secured bank loan funds and hedge funds.
These other classes of investments are recorded on our consolidated balance sheet at fair value, which is generally established on the basis of the valuation criteria set forth in the governing documents of such investment vehicles. Such valuations
may differ significantly from the values that would have been used had ready markets existed for the shares, partnership interests, notes or other securities representing interests in the relevant investment vehicles. We cannot assure you that, if
we were forced to sell these assets, we would be able to sell them for the prices at which we have recorded them, and we might be forced to sell them at significantly lower prices. Furthermore, our interests in many of the investment classes
described above are subject to restrictions on redemptions and sales which limit our ability to liquidate these investments in the short term. These classes of investments expose us to market risks including interest rate risk, foreign currency
risk, equity price risk and credit risk. The performance of these classes of investments is also dependent on the individual investment managers and the investment strategies. It is possible that the investment managers will leave and/or the
investment strategies will become ineffective or that such managers will fail to follow our investment guidelines. Any of the foregoing could result in a material adverse change to our investment performance, and accordingly, adversely affect our
financial results.
In addition to the foregoing, we may from time to time re-evaluate our investment approach
and guidelines and explore investment opportunities in respect of other asset classes not previously discussed above, including, without limitation, by expanding our relatively small portfolio of direct investments in the equity markets. Any such
investments could expose us to systemic and price volatility risk, interest rate risk and other market risks. Any investment in equity securities carries with it inherent volatility. We cannot assure
you that such an investment will prove
profitable and we could lose the value of our investment. Accordingly, any such investment could impact our financial results, perhaps materially, over both the short and the long
term.
As a result of concerns about the accuracy of the calculation of LIBOR, a number of British
Bankers’ Association (“BBA”) member banks entered into settlements with certain regulators and law enforcement agencies with respect to the alleged manipulation of LIBOR. Actions by the BBA, regulators or law enforcement agencies
as a result of these or future events, may result in changes to the manner in which LIBOR is determined. Potential changes, or uncertainty related to such potential changes may adversely affect the market for LIBOR-based securities. In addition,
changes or reforms to the determination or supervision of LIBOR may result in a sudden or prolonged increase or decrease in reported LIBOR, which could have an adverse impact on the market for LIBOR-based
securities.
In July 2017, the head of the United Kingdom Financial Conduct Authority announced the desire
to phase out the use of LIBOR by the end of 2021, which may affect us adversely. If LIBOR ceases to exist, we may need to renegotiate the terms of certain of our capital securities and credit instruments, which utilize LIBOR as a factor in determining the interest rate, to replace LIBOR with the new standard that
is established. There is currently no definitive information regarding the future utilization of LIBOR or of any particular replacement rate. As such, the potential effect of any such event on our cost of capital and net investment income cannot yet
be determined.
We could face losses from terrorism, political unrest and
war.
We have exposure to losses resulting from acts of terrorism, political unrest and acts of war. The
frequency of these events has increased in recent years and it is difficult to predict the occurrence of these events or to estimate the amount of loss an occurrence will generate. Accordingly, it is possible that actual losses from such acts will
exceed our probable maximum loss estimate and that these acts will have a material adverse effect on us.
We
closely monitor the amount and types of coverage we provide for terrorism risk under reinsurance and insurance treaties. If we think we can reasonably evaluate the risk of loss and charge an appropriate premium for such risk we will write some
terrorism exposure on a stand-alone basis. We generally seek to exclude terrorism from non-terrorism treaties. If we cannot exclude terrorism, we evaluate the risk of loss and attempt to charge an appropriate premium for such risk. Even in cases
where we have deliberately sought to exclude coverage, we may not be able to completely eliminate our exposure to terrorist acts.
The Terrorism Risk Insurance Program Reauthorization Act of 2007 (“TRIPRA”), which provides a federal backstop to all U.S. based property and casualty insurers for insurance related losses
resulting from any act of terrorism on U.S. soil or against certain U.S. air carriers, vessels or foreign missions, expires on December 31, 2020. We benefit from TRIPRA as this protection generally inures to our benefit under our reinsurance
treaties where terrorism is not excluded.
We are subject to cybersecurity
risks and may incur increasing costs in an effort to minimize those risks.
Publicly reported instances of
cyber security threats and incidents have increased over recent periods, and we may be subject to heightened cyber-related risks. Our business depends on the proper functioning and availability of our information technology platform, including
communications and data processing systems and our proprietary pricing and exposure management system. We are also required to effect electronic transmissions with third parties including brokers, clients, vendors and others with whom we do
business, and with our Board of Directors. We believe we have implemented appropriate security measures, controls and procedures to safeguard our information technology systems and to prevent unauthorized access to such systems and any data
processed or stored in such systems, and we periodically evaluate and test the adequacy of such systems, measures, controls and procedures and perform third-party risk assessments; however, there can be no guarantee that such systems, measures,
controls and procedures will be effective, that we will be able to establish secure capabilities with all of third parties, or that third parties will have appropriate controls in place to protect the confidentiality of our information. Security
breaches could expose us to a risk of loss or misuse of our information, litigation and potential liability.
In addition, cyber incidents that impact the availability, reliability, speed, accuracy or other proper
functioning of our systems could have a significant impact on our operations, and potentially on our results.
We protect our information systems with
physical and electronic safeguards as well as backup systems considered appropriate by management. However, it is not possible to protect against every potential power loss, telecommunications failure, cybersecurity attack or similar event that may
arise. Moreover, the safeguards we use are subject to human implementation and maintenance and to other uncertainties. Although we attempt to keep personal, confidential, and proprietary information confidential, we may be impacted by third
parties who may not have or use appropriate controls to protect such information.
We may not have the resources
or technical sophistication to anticipate or prevent rapidly evolving types of cyberattacks. A significant cyber incident, including system failure, security breach, disruption by malware or other damage could interrupt or delay our operations,
result in a violation of applicable privacy and other laws, damage our reputation, cause a loss of customers or give rise to monetary fines and other penalties, which could be significant. While management is not aware of a cybersecurity incident
that has had a material effect on our operations, there can be no assurances that a cyber incident that could have a material impact on us will not occur in the future.
Our disaster recovery and business continuity plans involve arrangements with our off-site, secure data centers. We cannot assure you that we will be able to access our systems from these facilities in the
event that our primary systems are unavailable due to various scenarios, such as natural disasters or that we have prepared for every disaster or every scenario which might arise in respect of a disaster for which we have prepared, and cannot assure
you our efforts in respect of disaster recovery will succeed, or will be sufficiently rapid to avoid harm to our business.
The cybersecurity regulatory environment is evolving, and it is possible that the costs to us of and the resources required for complying with new or developing regulatory requirements will
increase. For example, the NYDFS Cybersecurity Regulation imposes pre-breach cybersecurity obligations with which certain of our subsidiaries are required to comply. We may be required to comply with other cybersecurity requirements upon
completion of the TMR Stock Purchase. It is also possible that similar laws and regulations may be enacted in the future in other jurisdictions. We also operate in a number of jurisdictions with strict data privacy and other related laws, which
could be violated in the event of a significant cybersecurity incident, or by our personnel. Failure to comply with these obligations can give rise to monetary fines and other penalties, which could be significant.
See “Part I, Item 1. Business, Information Technology” for additional information related to
information technology and cybersecurity.
We may from time to time modify
our business and strategic plan, and these changes could adversely affect us and our financial condition.
We
regularly evaluate our business plans and strategies, which often results in changes to our business plans and initiatives. Given the increasing importance of strategic execution in our industry, we are subject to increasing risks related to our
ability to successfully implement our evolving plans and strategies, particularly as the pace of change in our industry continues to increase. Changing plans and strategies requires significant management time and effort, and may divert
management’s attention from our core and historically successful operations and competencies. We routinely evaluate potential investments and strategic transactions, but there can be no assurance we will successfully consummate any such
transaction, or that a consummated transaction will succeed financially or strategically. Moreover, modifications we undertake to our operations may not be immediately reflected in our financial statements. Therefore, risks associated with
implementing or changing our business strategies and initiatives, including risks related to developing or enhancing our operations, controls and other infrastructure, may not have an impact on our publicly reported results until many years after
implementation. Our failure to carry out our business plans may have an adverse effect on our long-term results of operations and financial condition.
Our current business strategy focuses on writing reinsurance, with limited writing of primary insurance. Our pending acquisition of the TMR Group Entities will further concentrate our strategy on
reinsurance. Certain of our competitors have, in connection with consolidation in the insurance and reinsurance industries, recently increased the amount of primary insurance they are writing, both on an absolute and relative basis. There can be no
assurance that our business strategy of focusing on writing reinsurance, with limited writing of primary insurance, will prove prudent as compared to the strategies of our competitors.
The
determination of impairments taken is highly subjective and could materially impact our financial position or results of operations.
The determination of impairments taken on our investments, investments in other ventures, goodwill and other intangible assets and loans varies by type of asset and is based upon our periodic evaluation and
assessment of known and inherent risks associated with the respective asset class. Such evaluations and assessments are revised as conditions change and new information becomes available. Management updates its evaluations regularly and reflects
impairments in operations as such evaluations are revised. There can be no assurance that our management has accurately assessed the level of impairments taken in our financial statements. Furthermore, management may determine that impairments are
needed in future periods and any such impairment will be recorded in the period in which it occurs, which could materially impact our financial position or results of operations. Historical trends may not be indicative of future
impairments.
We may be adversely impacted by
inflation.
We monitor the risk that the principal markets in which we operate could experience increased
inflationary conditions, which would, among other things, cause loss costs to increase, and impact the performance of our investment portfolio. We believe the risks of inflation across our key markets is increasing. The impact of inflation on loss
costs could be more pronounced for those lines of business that are considered to be long tail in nature, as they require a relatively long period of time to finalize and settle claims. Changes in the level of inflation also result in an increased
level of uncertainty in our estimation of loss reserves, particularly for long tail lines of business. The onset, duration and severity of an inflationary period cannot be estimated with
precision.
We depend on the policies, procedures and expertise of ceding
companies and delegated authority counterparties, who may fail to accurately assess the risks they underwrite, which exposes us to operational and financial
risks.
Like other reinsurers, we do not separately evaluate each primary risk assumed under our reinsurance
contracts or pursuant to our delegated authority business. Accordingly, we are heavily dependent on the original underwriting decisions made by our ceding companies and delegated authority counterparties and are therefore subject to the risk that
our customers may not have adequately evaluated the risks to be reinsured, or that the premiums ceded to us will not adequately compensate us for the risks we assume, perhaps materially so. In addition, it is possible that delegated authority
counterparties or other counterparties authorized to bind policies on our behalf will fail to fully comply with regulatory requirements, such as those relating to sanctions, or the standards we impose in light of our own underwriting and
reputational risk tolerance. To the extent we continue to increase the relative amount of proportional coverages we offer, we will increase our aggregate exposure to risks of this
nature.
Our business is subject to operational risks, including systems or
human failures.
We are subject to operational risks including fraud, employee errors, failure to document
transactions properly or to obtain proper internal authorization, failure to comply with regulatory requirements or obligations under our agreements, failure of our service providers, such as investment custodians, actuaries, information technology
providers, etc., to comply with our service agreements, or information technology failures. Losses from these risks may occur from time to time and may be
significant.
We are exposed to risks in connection with our management of
capital on behalf of investors in joint ventures or other entities we manage.
Our operating subsidiaries owe
certain legal duties and obligations (including reporting, governance and allocation obligations) to third party investors and are subject to a variety of increasingly complex laws and regulations relating to the management of third party capital.
Complying with these obligations, laws and regulations requires significant management time and attention. Although we continually monitor our compliance policies and procedures, faulty judgments, simple errors or mistakes, or the failure of our
personnel to adhere to established policies and procedures, could result in our failure to comply with applicable obligations, laws or regulations, which could result in significant liabilities, penalties or other losses to us and seriously harm our
business and results of operations.
In addition, in furtherance of our goal of
matching well-structured risk with capital whose owners would find the risk-return trade-off attractive, we may invest capital in new and complex ventures with which we do not have a significant amount of experience, which may increase our exposure
to legal, regulatory and reputational risks.
In addition, our third party capital providers may, in general,
redeem their interests in our joint ventures at certain points in time, which could materially impact the financial condition of such joint ventures, and could in turn materially impact our financial condition and results of operations.
Certain of our joint venture capital providers provide significant capital investment and other forms of
capital support in respect of our joint ventures. The loss, or alteration in a negative manner, of any of this capital support could be detrimental to our financial condition and results of operations. Moreover, we can provide no assurance that we
will be able to attract and raise additional third party capital for our existing joint ventures or for potential new joint ventures and therefore we may forego existing and/or potentially attractive fee income and other income generating
opportunities.
We may be adversely affected by foreign currency
fluctuations.
We routinely transact business in currencies other than the U.S. dollar, our financial reporting
currency. Moreover, we maintain a portion of our cash and investments in currencies other than the U.S. dollar. Although we generally seek to hedge significant non-U.S. dollar positions, we may, from time to time, experience losses resulting from
fluctuations in the values of these foreign currencies, which could cause our consolidated earnings to decrease. In addition, failure to manage our foreign currency exposures could cause our results of operations to be more volatile. Adverse,
unforeseen or rapidly shifting currency valuations in our key markets may magnify these risks over time. Our pending acquisition of the TMR Group Entities and significant third party capital management operations my further complicate our foreign
currency operational needs and risk.
We may require additional capital in
the future, which may not be available or may only be available on unfavorable terms.
To the extent that our
existing capital is insufficient to support our future operating requirements, we may need to raise additional funds through financings or limit our growth. Our operations are subject to significant volatility in capital due to our exposure to
potentially significant catastrophic events. Any further equity or debt financings, or capacity needed for letters of credit, if available at all, may be on terms that are unfavorable to us. Our ability to raise such capital successfully would
depend upon the facts and circumstances at the time, including our financial position and operating results, market conditions, and applicable legal issues. We are also exposed to the risk that the contingent capital facilities we have in place may
not be available as expected. If we are unable to obtain adequate capital when needed, our business, results of operations and financial condition would be adversely affected.
In addition, we are exposed to the risk that we may be unable to raise new capital for our managed joint
ventures and other private alternative investment vehicles, which would reduce our future fee income and market capacity and thus negatively affect our results of operations and financial
condition.
The covenants in our debt agreements limit our financial and operational
flexibility, which could have an adverse effect on our financial condition.
We have incurred indebtedness, and may incur
additional indebtedness in the future. Our indebtedness primarily consists of publicly traded notes, letters of credit and a revolving credit facility. For more details on our indebtedness, see “Part II, Item 7. Management’s Discussion
and Analysis of Financial Condition and Results of Operations, Capital Resources.”
The agreements governing our
indebtedness contain covenants that limit our ability and the ability of certain of our subsidiaries to borrow money, make particular types of investments or other restricted payments, sell or place a lien on our or their respective assets, merge or
consolidate. Certain of these agreements also require us or our subsidiaries to maintain specific financial ratios. If we or our subsidiaries fail to comply with these covenants or meet these financial ratios, the noteholders or the lenders could
declare a default and demand immediate repayment of all amounts owed to them or, where applicable, cancel their commitments to lend or issue letters of credit or, where the reimbursement obligations are secured, require us to pledge additional or a
different type of
collateral.
The
regulatory systems under which we operate and potential changes thereto could restrict our ability to operate, increase our costs, or otherwise adversely impact
us.
Certain of our operating subsidiaries are not licensed or admitted in any jurisdiction except Bermuda,
conduct business only from their principal offices in Bermuda and do not maintain offices in the U.S. The insurance and reinsurance regulatory framework continues to be subject to increased scrutiny in many jurisdictions, including the U.S. and
Europe. If our Bermuda insurance or reinsurance operations become subject to the insurance laws of any state in the U.S., jurisdictions in the EU, or elsewhere, we could face challenges to the future operations of these
companies.
Moreover, we could be put at a competitive disadvantage in the future with respect to competitors
that are licensed and admitted in U.S. jurisdictions. Among other things, jurisdictions in the U.S. do not permit insurance companies to take credit for reinsurance obtained from unlicensed or non-admitted insurers on their statutory financial
statements unless security is posted. Our contracts generally require us to post a letter of credit or provide other security (e.g., through a multi-beneficiary reinsurance trust). In order to post these letters of credit, issuing banks generally
require collateral. It is possible that the EU or other countries might adopt a similar regime in the future, or that U.S. or EU regulations could be altered in a way that treats Bermuda-based companies disparately. It is possible that individual
jurisdiction or cross border regulatory developments could adversely differentiate Bermuda, the jurisdiction in which we are subject to group supervision, or could exclude Bermuda-based companies from benefits such as market access, mutual
recognition or reciprocal rights made available to other jurisdictions, which could adversely impact us, perhaps significantly. Any such development, or our inability to post security in the form of letters of credit or trust funds when required,
could significantly and negatively affect our operations.
We could be required to allocate considerable time
and resources to comply with any new or additional regulatory requirements in any of the jurisdictions in which we operate, including Bermuda, Maryland and the U.K., and any such requirements could impact the operations of our insurance and/or
non-insurance subsidiaries, result in increased costs for us and impact our financial condition. In addition, we could be adversely affected if a regulatory authority believed we had failed to comply with applicable law or
regulations.
Our current or future business strategy could cause one or more of our currently unregulated
subsidiaries to become subject to some form of regulation. Any failure to comply with applicable laws could result in the imposition of significant restrictions on our ability to do business, and could also result in fines and other sanctions, any
or all of which could adversely affect our financial results and operations.
We face risks related to changes in Bermuda law and regulations, and the
political environment in Bermuda.
We are incorporated in Bermuda and many of our operating companies are
domiciled in Bermuda. Therefore, our exposure to potential changes in Bermuda law and regulation that may have an adverse impact on our operations, such as the imposition of tax liability, increased regulatory supervision or changes in regulation is
heightened. The Bermuda insurance and reinsurance regulatory framework recently has become subject to increased scrutiny in many jurisdictions, including in the U.S. and in various states within the U.S. We are unable to predict the future impact on
our operations of changes in Bermuda laws and regulations to which we are or may become subject.
In addition,
we are subject to changes in the political environment in Bermuda, which could make it difficult to operate in, or attract talent to, Bermuda. For example, Bermuda is a small jurisdiction and may be disadvantaged in participating in global or cross
border regulatory matters as compared with larger jurisdictions such as the U.S. or the leading EU and Asian countries. In addition, Bermuda, which is currently an overseas territory of the U.K., may consider changes to its relationship with the
U.K. in the future. These changes could adversely affect Bermuda or the international reinsurance market focused there, either of which could adversely impact us commercially.
Because we are a holding company, we are dependent on dividends and
payments from our subsidiaries.
As a holding company with no direct operations, we rely on our investment
income, cash dividends and other permitted payments from our subsidiaries to make principal and interest payments on our debt and to pay dividends to our shareholders. From time to time, we may not have sufficient liquid assets to meet
these obligations. Regulatory restrictions
on the payment of dividends under Bermuda law and various U.S. laws regulate the ability of our subsidiaries to pay dividends. If our subsidiaries are restricted from paying dividends to us, we may be unable to pay dividends to our shareholders or
to repay our indebtedness.
Some aspects of our corporate structure may discourage third
party takeovers and other transactions or prevent the removal of our current board of directors and
management.
Some provisions of our Amended and Restated Bye-Laws may discourage third parties from making
unsolicited takeover bids or prevent the removal of our current board of directors and management. In particular, our Bye-Laws prohibit transfers of our capital shares if the transfer would result in a person owning or controlling shares that
constitute 9.9% or more of any class or series of our shares. In addition, our Bye-Laws reduce the total voting power of any shareholder owning, directly or indirectly, beneficially or otherwise, more than 9.9% of our common shares to not more than
9.9% of the total voting power of our capital stock unless otherwise waived at the discretion of the Board. These provisions may have the effect of deterring purchases of large blocks of our common shares or proposals to acquire us, even if our
shareholders might deem these purchases or acquisition proposals to be in their best interests.
In addition,
our Bye-Laws provide for, among other things:
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a classified Board, whose size is fixed and whose members may be removed by the shareholders only for cause
upon a 66 2/3% vote; |
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restrictions on the ability of shareholders to nominate persons to serve as directors, submit resolutions
to a shareholder vote and requisition special general meetings; |
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a large number of authorized but unissued shares which may be issued by the Board without further
shareholder action; and |
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a 66 2/3% shareholder vote to amend, repeal or adopt any provision inconsistent with several provisions of
the Bye-Laws. |
These Bye-Law provisions make it more difficult to acquire control of us by
means of a tender offer, open market purchase, proxy contest or otherwise and could discourage a prospective acquirer from making a tender offer or otherwise attempting to obtain control of us. In addition, these Bye-Law provisions could prevent the
removal of our current Board of Directors and management. To the extent these provisions discourage takeover attempts, they could deprive shareholders of opportunities to realize takeover premiums for their shares or could depress the market price
of the shares.
Maryland law also requires prior notice and Maryland Insurance Administration approval of
changes in control of a Maryland-domestic insurer or its holding company. Any purchaser of 10% or more of the outstanding voting securities of an insurance company or its holding company is presumed to have acquired control, unless the presumption
is rebutted. Therefore, any investor who intends to acquire 10% or more of our outstanding voting securities would be required to file notices and reports with the Maryland Insurance Administration before such
acquisition.
The PRA and the FCA regulate the acquisition of control of RSML, our Lloyd’s managing agent,
which is authorized under the FSMA. Any company or individual that, together with its or his associates, directly or indirectly acquires 10% or more of the shares in a Lloyd’s managing agent or its parent company, or is entitled to exercise or
control the exercise of 10% or more of the voting power in such Lloyd’s managing agent or its parent company, would be considered to have acquired control for the purposes of the relevant legislation, as would a person who has significant
influence over the management of such Lloyd’s managing agent or its parent company by virtue of its or his shareholding or voting power in either. Lloyd’s approval is also required before any person can acquire control (using the same
definition as for the PRA and FCA) of a Lloyd’s managing agent or Lloyd’s corporate member.
Investors may have difficulty in serving process or enforcing judgments against us in the U.S.
We are a Bermuda company. In addition, certain of our officers and directors reside in countries outside the U.S. All or a substantial portion of our assets and the assets of these officers and directors are
or may be located outside the U.S. Investors may have difficulty effecting service of process within the U.S. on our directors and officers who reside outside the U.S. or recovering against us or these directors and officers on judgments of U.S.
courts based on civil liabilities provisions of the U.S. federal securities laws whether or not we appoint an agent in the U.S. to receive service of
process.
Risks Related to Our
Industry
The reinsurance and insurance businesses are historically cyclical
and the pricing and terms for our products may decline, which would affect our profitability.
The reinsurance
and insurance industries have historically been cyclical, characterized by periods of decreasing prices followed by periods of increasing prices. Reinsurers have experienced significant fluctuations in their results of operations due to numerous
factors, including the frequency and severity of catastrophic events, perceptions of risk, levels of capacity, general economic conditions and underwriting results of other insurers and reinsurers. All of these factors may contribute to price
declines generally in the reinsurance and insurance industries. Following an increase in capital in our industry after the 2005 catastrophe events and the subsequent period of substantial dislocation in the financial markets, the reinsurance and
insurance markets have experienced a prolonged period of generally softening markets.
Our catastrophe-exposed
lines are affected significantly by volatile and unpredictable developments, including natural and man-made disasters. The occurrence, or nonoccurrence, of catastrophic events, the frequency and severity of which are inherently unpredictable,
affects both industry results and consequently prevailing market prices of our products.
We expect premium
rates and other terms and conditions of trade to vary in the future. If demand for our products falls or the supply of competing capacity rises, our prospects for potential growth, due in part to our disciplined approach to underwriting, may be
adversely affected. In particular, we might lose existing customers or suffer a decline in business, which we might not regain when industry conditions
improve.
Recent or future U.S. federal or state legislation may impact the
private markets and decrease the demand for our property reinsurance products, which would adversely affect our business and results of operations.
Legislation adversely impacting the private markets could be enacted on a state, regional or federal level. In the past, federal bills have been proposed in Congress which would, if enacted, create a federal
reinsurance backstop or guarantee mechanism for catastrophic risks, including those we currently insure and reinsure in the private markets. These measures were not enacted by Congress; however, new bills to create a federal catastrophe reinsurance
program to back up state insurance or reinsurance programs, or to establish other similar or analogous funding mechanisms or structures, may be introduced. We believe that such legislation, if enacted, could contribute to the growth, creation or
alteration of state insurance entities in a manner that would be adverse to us and to market participants more generally. If enacted, bills of this nature would likely further erode the role of private market catastrophe reinsurers and could
adversely impact our financial results, perhaps materially. Moreover, we believe that numerous modeled potential catastrophes could exceed the actual or politically acceptable bonded capacity of Citizens and of the FHCF. This could lead either to a
severe dislocation or the necessity of federal intervention in the Florida market, either of which would adversely impact the private insurance and reinsurance
industry.
In March 2014, Congress passed the “Homeowner Flood Insurance Affordability Act of 2014”
(the “Grimm-Waters Act”), which we believe has had an adverse impact on near term prospects for increased U.S. private flood insurance demand, the stability of the National Flood Insurance Program (the “NFIP”) and the primary
insurers that produce policies for the NFIP or offer private coverages, and it is possible that additional adverse legislation or rulemaking will be enacted at the federal or state
level.
From time to time, the state of Florida has enacted legislation altering the size and the terms and
operations of the FHCF and Citizens. For example, in 2007 legislation expanded the FHCF’s provision of below-market rate reinsurance to up to $28.0 billion per season and expanded the ability of Citizens to compete with private insurance
companies and other companies that cede business to us, which reduced the role of the private insurance and reinsurance markets in Florida. Much of the impact of the 2007 legislation was repealed over time. In January of 2019, a bill was
filed for introduction in the Florida House of Representatives, titled House Bill 561, which would, among other things, lower the FHCF’s aggregate retention by about $2.1 billion; reduce the first limit provided by the FHCF from $17 billion to
$7 billion; implement a second event or season limit of a $7 billion; implement additional coverage options for Florida domestic insurers to consider when choosing their specific FHCF limit; eliminate the FHCF cash build up factor at times when the
FHCF’s cash balance exceeds $7 billion; and permit appropriation of all of the FHCF’s investment income for mitigation. At this time, we can not assess the likelihood of this proposed legislation or other related legislation
passing, or the precise impacts to us, our clients or the market should
any such legislation be adopted.
Because we are one of the largest providers of catastrophe-exposed coverage globally and in Florida, adverse legislation such as the 2007 bill, or the weakened financial position of Florida insurers which resulted in 2007 and could result from
future legislation or other occurrences, may have a greater adverse impact on us than it would on other reinsurance market participants. In addition, other states, particularly those with Atlantic or Gulf Coast exposures or seismic exposures (such
as California), may enact new or expanded legislation based on the prior Florida legislation, the current proposal or otherwise, that would diminish aggregate private market demand for our
products.
See “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and
Results of Operations, Current Outlook, Legislative and Regulatory Update” for further information.
Consolidation in the (re)insurance industry could adversely impact us.
The (re)insurance industry, including our competitors, customers and insurance and reinsurance brokers, has been consolidating. Should the market continue to consolidate, there can be no assurance we would
remain a leading reinsurer. These consolidated client and competitor enterprises may try to use their enhanced market power to negotiate price reductions for our products and services and/or obtain a larger market share through increased line sizes.
If competitive pressures reduce our prices, we would generally expect to reduce our future underwriting activities, resulting in reduced premiums and a reduction in expected earnings. As the insurance industry consolidates, competition for customers
will become more intense and the importance of sourcing and properly servicing each customer will become greater. We could incur greater expenses relating to customer acquisition and retention, further reducing our operating margins. In addition,
insurance companies that merge may be able to spread their risks across a consolidated, larger capital base so that they require less reinsurance. The number of companies offering retrocessional reinsurance may decline. Reinsurance intermediaries
could also continue to consolidate, potentially adversely impacting our ability to access business and distribute our products. We could also experience more robust competition from larger, better capitalized competitors. Any of the foregoing could
adversely affect our business or our results of operations.
We operate in a
highly competitive environment.
The reinsurance industry is highly competitive. We compete, and will continue
to compete, with major U.S. and non-U.S. insurers and reinsurers, including other Bermuda-based reinsurers. Many of our competitors have greater financial, marketing and management resources than we do. Historically, periods of increased capacity
levels in our industry have led to increased competition and decreased prices for our products.
In recent
years, pension funds, endowments, investment banks, investment managers, exchanges, hedge funds and other capital markets participants have been active in the reinsurance market and markets for related risks, either through the formation of
reinsurance companies or the use of other financial products intended to compete with traditional reinsurance. We expect competition from these sources and others to continue to increase over time. It is possible that such new or alternative capital
could cause reductions in prices of our products, or reduce the duration or amplitude of attractive portions of the historical market cycles. New entrants or existing competitors may attempt to replicate all or part of our business model and provide
further competition in the markets in which we participate. Moreover, government-backed entities increasingly represent competition for the coverages we provide directly or for the business of our customers, reducing the potential amount of third
party private protection our clients might need or desire. To the extent that industry pricing of our products does not meet our hurdle rate, we would generally expect to reduce our future underwriting activities, thus resulting in reduced premiums
and a reduction in expected earnings. We are unable to predict the extent to which the foregoing or other new, proposed or potential initiatives may affect the demand for our products or the risks for which we seek to provide
coverage.
Other political, regulatory and industry initiatives by state and
international authorities could adversely affect our business.
The insurance and reinsurance regulatory
framework is subject to heavy scrutiny by the U.S. and individual state governments, as well as an increasing number of international authorities, and we believe it is likely there will be increased regulatory intervention in our industry in the
future. For example, the U.S. federal government has increased its scrutiny of the insurance regulatory framework in recent years (including as specifically addressed in the Dodd-Frank Act), and some states, including Maryland , have enacted laws
that increase state regulation of insurance and reinsurance companies and holding companies. Moreover,
the NAIC, which is an association of the
insurance commissioners of all 50 states and the District of Columbia, and state insurance regulators regularly reexamine existing laws and regulations. We could also be adversely affected by proposals or enacted legislation to expand the scope of
coverage under existing policies for perils such as hurricanes or earthquakes or for a pandemic disease outbreak, mandate the terms of insurance and reinsurance policies, expand the scope of the FIO or establish a new federal insurance regulator,
revise laws, regulations, or contracts under which we operate, disproportionately benefit the companies of one country over those of another or repeal or diminish the insurance company antitrust exemption from the McCarran Ferguson
Act.
Due to this increased legislative and regulatory scrutiny of the reinsurance industry, our cost of
compliance with applicable laws may increase, which could result in a decrease to both our profitability and the amount of time that our senior management allocates to running our day-to-day
operations.
Further, as we continue to expand our business operations to different regions of the world outside
of Bermuda, we are increasingly subject to new and additional regulations with respect to our operations, including, for example, laws relating to anti-corruption and anti-bribery, which have received increased scrutiny in recent
years.
Our business is subject to certain laws and regulations relating to
sanctions and foreign corrupt practices, the violation of which could adversely affect our operations.
We must
comply with all applicable economic sanctions and anti-bribery laws and regulations of the U.S. and other jurisdictions. U.S. laws and regulations that may be applicable to us in certain circumstances include the economic trade sanctions laws and
regulations administered by the U.S. Treasury Department’s Office of Foreign Assets Control as well as certain laws administered by the U.S. Department of State. The sanctions laws and regulations of non-U.S. jurisdictions in which we operate
may differ to some degree from those of the U.S. and these differences may additionally expose us to sanctions violations. In addition, we are subject to the Foreign Corrupt Practices Act and other anti-bribery laws that generally prohibit corrupt
payments or improper gifts to non-U.S. governments or officials. Although we have policies and controls in place that are designed to ensure compliance with these laws and regulations, it is possible that an employee or intermediary could fail to
comply with applicable laws and regulations. In such event, we could be exposed to civil penalties, criminal penalties and other sanctions, including fines or other punitive actions. In addition, such violations could damage our business and/or our
reputation. Such criminal or civil sanctions, penalties, other sanctions, and damage to our business and/or reputation could adversely affect our financial condition and results of
operations.
Increasing barriers to free trade and the free flow of capital
could adversely affect the reinsurance industry and our business.
Recent political initiatives to restrict free
trade and close markets, such as Brexit and the Trump administration’s decision to withdraw from the Trans-Pacific partnership and potentially renegotiate or terminate existing bilateral and multilateral trade arrangements, could adversely
affect the reinsurance industry and our business. The reinsurance industry is disproportionately impacted by restraints on the free flow of capital and risk because the value it provides depends on our ability to globally diversify
risk.
Internationally, restrictions on the writing of reinsurance by foreign
companies and government intervention in the natural catastrophe market could reduce market opportunities for our customers and adversely impact us.
Internationally, many countries with fast growing economies, such as China and India, continue to impose significant restrictions on the writing of reinsurance by foreign companies. In addition, in the wake
of recent large natural catastrophes, a number of proposals have been introduced to alter the financing of natural catastrophes in several of the markets in which we operate. For example, the Thailand government has announced it is studying
proposals for a natural catastrophe fund, under which the government would provide coverage for natural disasters in excess of an industry retention and below a certain limit, after which private reinsurers would continue to participate. The
government of the Philippines has announced that it is considering similar proposals. Indonesia’s financial services authority has announced a proposal to increase the amount of insurance business placed with domestic reinsurers. A range of
proposals from varying stakeholders have been reported to have been made to alter the current regimes for insuring flood risk in the U.K., flood risk in Australia and earthquake risk in New Zealand. If these proposals are enacted and reduce market
opportunities for our clients or for the reinsurance industry, we could be adversely
impacted. See “Part II, Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations, Current Outlook, Legislative and Regulatory Update” for further
information.
The OECD and the EU may pursue measures that might increase our
taxes and reduce our net income and increase our reporting requirements.
The OECD has published reports and
launched a global dialog among member and non-member countries on measures to limit harmful tax competition. These measures are largely directed at counteracting the effects of jurisdictions perceived by the OECD to be tax havens or offering
preferential tax regimes. The OECD has not listed Bermuda as an uncooperative tax haven jurisdiction because Bermuda has committed to eliminating harmful tax practices and to embracing international tax standards for transparency, exchange of
information and the elimination of any aspects of the regimes for financial and other services that attract business with no substantial domestic activity. We are not able to predict what changes will arise from the commitment to the OECD or whether
such changes will subject us to additional taxes. The EU has initiated its own measures along similar lines. In December 2017, the EU identified certain jurisdictions (including Bermuda) which it considered had a tax system that facilitated offshore
structuring by attracting profits without commensurate economic activity. In order to avoid EU “blacklisting”, Bermuda introduced new economic substance legislation in December 2018, which came into force on January 1, 2019. Based on the
EU guidelines, the legislation requires Bermuda companies to be locally managed and directed, to carry on their core income generating activities in Bermuda and to have an adequate level of local full time qualified employees, local accommodation
and local expenditure. There is no experience yet as to how the Bermuda authorities will interpret and enforce these new rules and, accordingly, we are not able to predict their impact on our operations and net
income.
In addition, in 2015, the OECD published its final series of Base Erosion and Profit Shifting
(“BEPS”) reports related to its attempt to coordinate multilateral action on international tax rules. One of these reports covers “country-by-country” reporting, which calls for the provision, at a country-specific level, of
information such as affiliate and non-affiliate revenues, profit or loss before tax, income taxes paid and accrued, capital, number of employees and tangible assets. It is expected that some countries, including some EU countries, would deem a
failure to implement country-by-country reporting to be sufficient rationale to place another country on a “black-list”, thus potentially restricting in some way business between the two countries. Bermuda implemented country-by-country
reporting in 2016 for 2017 reporting. The implementation and ongoing requirements of country-by-country reporting will require significant management time and resources. Although we believe Bermuda’s implementation of country-by-country
reporting has reduced the likelihood that Bermuda would appear on a “black-list”, some uncertainty remains. The other actions proposed in the BEPS report include an examination of the definition of a “permanent establishment”
and the rules for attributing profit to a permanent establishment, tightening up transfer pricing rules to ensure that outcomes are in line with value creation, neutralizing the effect of hybrid financial instruments and limiting the deductibility
of interest costs of tax purposes. Any changes in the tax law of an OECD member state in response to the BEPS reports and recommendations could subject us to additional
taxes.
The vote by the U.K. to leave the EU could adversely affect our
business.
As a result of Brexit, negotiations to determine the terms of the U.K.’s withdrawal from the EU
and its future relationship with the EU are ongoing. As a result, we face risks associated with the potential uncertainty and consequences that may follow Brexit, including with respect to volatility in financial markets, exchange rates and
interest rates. These uncertainties could increase the volatility of, or reduce, our investment results in particular periods or over time. Brexit could adversely affect European or worldwide political, regulatory, economic or market conditions
and could contribute to instability in global political institutions and regulatory agencies. Brexit could also lead to legal uncertainty and differing laws and regulations between the U.K., and the EU, and could impair or adversely affect the
ability of the Lloyd’s market, including Syndicate 1458, to transact business in EU countries, particularly in respect of primary or direct insurance business as to which we currently rely on the licensure afforded to syndicates at
Lloyd’s for access to EU markets. To mitigate against the risks of Brexit we will utilize the Lloyd’s Brussels Subsidiary through RSML. The Lloyd's Brussels Subsidiary is authorized and regulated by the National Bank of Belgium and
regulated by the Financial Services and Markets Authority. The Lloyd’s Brussels Subsidiary will write all non-life risks from EEA countries from January 1,
2019.
In addition, uncertainties related to
Brexit could affect the operations, strategic position or results of insurers or reinsurers on whom we ultimately rely to access underlying insured coverages. Any of these potential effects of Brexit, and others we cannot anticipate, could adversely
affect our results of operations or financial condition.
Regulatory regimes
and changes to accounting rules may adversely impact financial results irrespective of business operations.
Accounting
standards and regulatory changes may require modifications to our accounting principles, both prospectively and for prior periods, and such changes could have an adverse impact on our financial results. Required modification of our existing
principles, and new disclosure requirements, could have an impact on our results of operations and increase our expenses in order to implement and comply with any new
requirements.
The preparation of our consolidated financial statements requires us to make
many estimates and judgments.
The preparation of consolidated financial statements requires us to make many estimates and
judgments that affect the reported amounts of assets, liabilities (including claims and claim expense reserves), shareholders' equity, revenues and expenses, and related disclosures. On an ongoing basis, we evaluate our estimates, including those
related to premiums written and earned, our net claims and claim expenses, investment valuations, income taxes and those estimates used in our risk transfer analysis for reinsurance transactions. We base our estimates on historical experience,
where possible, and on various other assumptions we believe to be reasonable under the circumstances, which form the basis for our judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Our
judgments and estimates may not reflect our actual results. We utilize actuarial models as well as historical insurance industry loss development patterns to establish our claims and claim expense reserves. Actual claims and claim expenses paid may
deviate, perhaps materially, from the estimates reflected in our financial statements. For more details on our estimates and judgments, see “Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of
Operations, Critical Accounting Estimates.”
Risks Related to the TMR Stock
Purchase
Failure to complete the TMR Stock Purchase could negatively impact our future
business and financial results, and could adversely impact our ability to execute our strategy.
The TMR Stock
Purchase Agreement contains a number of conditions precedent that must be satisfied or waived prior to the completion of the TMR Stock Purchase, including the receipt of regulatory approvals in multiple jurisdictions. There are no assurances that
all of the conditions to the TMR Stock Purchase will be so satisfied or waived. If the conditions to the TMR Stock Purchase are not satisfied or waived, then we may be unable to complete the TMR Stock
Purchase.
Additionally, in approving the TMR Stock Purchase Agreement and the transactions contemplated
thereby, our board of directors considered a number of factors and potential benefits, including its belief that the TMR Stock Purchase will further our strategy to produce superior returns for our shareholders over the long-term by pursuing market
leadership in segments where leadership is derived from superior underwriting. If the TMR Stock Purchase is not completed, neither we nor our shareholders will realize these and other anticipated benefits of the TMR Stock Purchase. Moreover, we
would have nevertheless incurred substantial fees and costs, such as legal, accounting and financial advisor fees, and the loss of management time and resources.
The TMR Group Entities will be exposed to underwriting and other business risks during the period that the TMR Group Entities’ business continues to be operated
independently from us.
Until completion of the TMR Stock Purchase, we and the TMR Group Entities will operate
independently from one another in accordance with each of our distinct underwriting guidelines, investment policies, referral processes, authority levels and risk management policies and practices. As a result, during this period, the TMR Group
Entities may assume risks that we would not have assumed for ourselves, accept premiums that, in our judgment, do not adequately compensate it for the risks assumed, make investment decisions that would not adhere to our investment policies or
otherwise make business decisions or take on exposure that, while consistent with the TMR Group Entities’ general business approach and practices, are
not the same as ours. While the TMR Stock
Purchase Agreement contains informational obligations and various negative and affirmative covenants on management’s behavior and ability to bind the TMR Group Entities, we cannot assure you such mechanisms will suffice to prohibit actions
which could diminish the value of the TMR Group Entities. Significant delays in completing the TMR Stock Purchase will materially increase the risk that the TMR Group Entities will operate their business in a manner that differs from how the
business would have been conducted by us.
Risks Related to RenaissanceRe Following the TMR Stock
Purchase
The integration of RenaissanceRe and the TMR Group Entities following the TMR Stock
Purchase may present significant challenges and costs.
We may face significant challenges, including technical,
accounting and other challenges, in combining our operations and that of the TMR Group Entities’. We entered into the TMR Stock Purchase Agreement because we believe that the TMR Stock Purchase will be beneficial to us and our shareholders and
accelerate our existing strategy. Achieving the anticipated benefits of the TMR Stock Purchase will depend in part upon whether we will be successful in integrating the TMR Group Entities’ businesses in a timely and efficient manner. We may
not be able to accomplish this integration process smoothly or successfully, and we may incur unanticipated costs in connection with obtaining regulatory consents and approvals required to complete the TMR Stock Purchase, which could also adversely
affect our ability to integrate the operations of the TMR Group Entities’ into RenaissanceRe or could reduce the anticipated benefits of the TMR Stock
Purchase.
Any of the following items could adversely affect the combined company’s ability to maintain
relationships with customers, brokers, employees and other constituencies or our ability to achieve the anticipated benefits of the TMR Stock Purchase or could otherwise adversely affect our business and financial results after the TMR Stock
Purchase:
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delays in the integration of management teams, strategies, operations, products and
services; |
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diversion of the attention of management as a result of the TMR Stock
Purchase; |
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differences in business backgrounds, corporate cultures and management philosophies that may delay
successful integration; |
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the inability to retain key employees; |
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the inability to establish and maintain integrated risk management systems, underwriting methodologies and
controls, which could give rise to excess accumulation or aggregation of risks, underreporting or underrepresentation of exposures or other adverse consequences; |
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the inability to create and enforce uniform financial, compliance and operating controls, procedures,
policies and information systems; |
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complexities associated with managing the TMR Group Entities’ operating units as a component of
RenaissanceRe, including the challenge of integrating complex systems, technology, networks and other assets of the TMR Group Entities into those of RenaissanceRe in a seamless manner that minimizes any adverse impact on customers, brokers,
employees and other constituencies; |
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potential unknown liabilities and unforeseen increased expenses or delays associated with the TMR Stock
Purchase, including one-time cash costs to integrate the TMR Group Entities beyond current estimates; and |
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the disruption of, or the loss of momentum in, the combined company’s ongoing businesses or
inconsistencies in standards, controls, procedures and policies. |
In addition, we will incur
integration and restructuring costs following the completion of the TMR Stock Purchase as we integrate the businesses of the TMR Group Entities. Although we expect that the realization of efficiencies related to the integration of the businesses
will offset incremental transaction, integration and restructuring costs over time, we cannot give any assurance that this net benefit will be achieved at any time in the future, if at
all.
Our future results will
suffer if we do not effectively manage our expanded operations following the TMR Stock Purchase.
Following
completion of the TMR Stock Purchase, we may continue to expand our operations, and our future success depends, in part, upon our ability to manage our expansion opportunities, which pose numerous risks and uncertainties, including the need to
integrate the operations and business of the TMR Group Entities into our existing business in an efficient and timely manner, to combine systems and management controls and to integrate relationships with customers, vendors and business
partners.
The market price of our common shares may decline in the future as a result of the
sale of shares issued to Tokio Marine & Nichido Fire Insurance Co., Ltd. (“TMNF”) and State Farm in connection with the TMR Stock Purchase and the State Farm Stock Purchase or due to other
factors.
We have issued $250.0 million of our common shares to State Farm in connection with the State Farm Stock Purchase, and anticipate issuing approximately $250.0 million of our common shares to TMNF in connection with the TMR Stock
Purchase. Following a 12-month “lock-up” period, each of TMNF and State Farm may seek to sell our common shares held by them. Our current shareholders may also seek to sell our common shares held by them following, or in anticipation of,
consummation of the TMR Stock Purchase and the State Farm Stock Purchase, or in reaction to these announcements or the consummation of these transactions. These sales (or the perception that these sales may occur), coupled with the increase in the
outstanding number of our common shares, may affect the market for, and the market price of, our common shares in an adverse manner.
The market price of our common shares may also decline in the future as a result of the TMR Stock Purchase for a number of other reasons, including:
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the unsuccessful integration of the TMR Group Entities into RenaissanceRe; |
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our failure to achieve the anticipated benefits of the TMR Stock Purchase, including financial results, as
rapidly as or to the extent anticipated; |
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decreases in our financial results before or after the closing of the TMR Stock Purchase;
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as described below, any failure to maintain our financial strength, claims-paying and enterprise-wide risk
management ratings as a result of the TMR Stock Purchase; or |
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general market or economic conditions unrelated to our performance.
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These factors are, to some extent, beyond our
control.
The completion of the TMR Stock Purchase and the post-acquisition integration
process may subject us to liabilities that currently cannot be estimated.
We have incurred significant
transaction and integration costs in connection with our planned acquisition of the TMR Group Entities, and, if we succeed in consummating the TMR Stock Purchase, we will incur additional costs and expenses. These costs relate to matters including
investment banking fees; legal, actuarial and other professional fees; employee severance and sign-on costs, regulatory filing fees; and a range of other matters. Moreover, the TMR Stock Purchase and post-merger integration process may give rise to
unexpected liabilities and costs, including financing costs and costs associated with the defense and resolution of possible litigation or other claims. Unexpected delays in completing the TMR Stock Purchase or in connection with the
post-acquisition integration process may significantly increase our aggregate related costs and expenses.
Following the TMR Stock Purchase, we will become subject to certain laws and regulations applicable to the TMR Group Entities’ business to which we would not
otherwise have been subject.
The TMR Group Entities are subject to the requirements of certain regulatory
agencies and bodies, to which our operations are not currently subject. Following the TMR Stock Purchase, the operations of the TMR Group Entities will continue as part of the surviving company and, accordingly, we will become subject to the laws
and regulations applicable to such operations. It is difficult to predict or quantify the additional costs to us that may result from complying with the additive regulatory requirements imposed by the regulatory agencies with oversight authority
over the operations to be acquired in the TMR Stock
Purchase.
The TMR Group
Entities’ counterparties to contracts and arrangements may acquire certain rights upon the TMR Stock Purchase, which could negatively affect us following the TMR Stock
Purchase.
In analyzing the value of the TMR Group Entities, we ascribed value to the revenue streams and
renewal prospects of certain of the TMR Group Entities’ in-force portfolio of business. The TMR Group Entities and its operating subsidiaries are parties to numerous contracts, agreements, licenses, permits, authorizations and other
arrangements that contain provisions giving counterparties certain rights (including, in some cases, termination rights) upon a “change in control” of the TMR Group Entities or their subsidiaries. The definition of “change in
control” varies from contract to contract, ranging from a narrow to a broad definition, and in some cases, the “change in control” provisions may be implicated by the TMR Stock Purchase. If such “change in control”
provisions are triggered as a result of the TMR Stock Purchase, a wide range of consequences may result, including the possibility that cedants will have the right to cancel and commute a contract, or the requirement that the TMR Group Entities
return unearned premiums, net of commissions, or post certain collateral requirements.
Whether a counterparty
would have any of these or other rights in connection with the TMR Stock Purchase depends upon the language of its agreement with the TMR Group Entities or its applicable subsidiaries. Whether a counterparty exercises any cancellation rights it has
would depend on, among other factors, such counterparty’s views with respect to our business reputation and financial strength following the TMR Stock Purchase, the extent to which such counterparty currently has reinsurance coverage with our
affiliates, prevailing market conditions, the pricing and availability of replacement reinsurance coverage and our ratings following the TMR Stock Purchase. We cannot currently predict the extent to which such cancellation rights would be triggered
or exercised, if at all.
In addition to the risk outlined above, many of these reinsurance contracts, as well
as most of our reinsurance and insurance contracts, renew annually, and so whether or not they may be terminated following the TMR Stock Purchase, reinsurance cedants or policyholders may choose not to renew these contracts with us following the TMR
Stock Purchase.
Termination of in-force contracts or failure to renew reinsurance or insurance agreements and
policies by contractual counterparties could adversely affect the benefits to be received by us from the TMR Group Entities’ contractual arrangements. If the benefits from these arrangements are less than expected, including as a result of
these arrangements being terminated, determined to be unenforceable, in whole or in part, or the counterparties to such arrangements failing to satisfy their obligations thereunder, the benefits of the TMR Stock Purchase to us may be significantly
less than
anticipated.
ITEM 1B.
UNRESOLVED STAFF
COMMENTS
None.
ITEM 2. PROPERTIES
We lease office
space in Bermuda, which houses our executive offices and operations for our Property and Casualty and Specialty segments. Our U.S. based subsidiaries lease office space in a number of U.S. locations, including New York, New York, Stamford,
Connecticut, Chicago, Illinois and Raleigh, North Carolina. We also lease office space in London, England (U.K.), principally for our Lloyd’s underwriting platform, and in Dublin, Ireland, Singapore and Switzerland. While we believe that our
current office space is sufficient for us to conduct our operations, we may expand into additional facilities and new locations to accommodate future growth, including in connection with the TMR Stock Purchase. To date, the cost of acquiring and
maintaining our office space has not been material to us as a whole.
ITEM 3. LEGAL PROCEEDINGS
We
and our subsidiaries are subject to lawsuits and regulatory actions in the normal course of business that do not arise from or directly relate to claims on reinsurance treaties or contracts or direct surplus lines insurance policies. In our
industry, business litigation may involve allegations of underwriting or claims-handling errors or misconduct, disputes relating to the scope of, or compliance with, the terms of delegated underwriting agreements, employment claims, regulatory
actions or disputes arising from our business ventures. Our operating subsidiaries are subject to claims litigation involving, among other things, disputed interpretations of policy coverages. Generally, our direct surplus lines insurance
operations are subject to
greater frequency and diversity of claims
and claims-related litigation than our reinsurance operations and, in some jurisdictions, may be subject to direct actions by allegedly injured persons or entities seeking damages from policyholders. These lawsuits involving or arising out of
claims on policies issued by our subsidiaries, which are typical to the insurance industry in general and in the normal course of business, are considered in our loss and loss expense reserves which are discussed in its loss reserves discussion. In
addition, we may from time to time engage in litigation or arbitration related to claims for payment in respect of ceded reinsurance, including disputes that challenge our ability to enforce our underwriting intent. Such matters could result,
directly or indirectly, in providers of protection not meeting their obligations to us or not doing so on a timely basis. We may also be subject to other disputes from time to time, relating to operational or other matters distinct from insurance or
reinsurance claims. Any litigation, arbitration or regulatory process contains an element of uncertainty, and, accordingly, the value of an exposure or a gain contingency related to a dispute is difficult to estimate. Currently, we believe that no
individual litigation or arbitration to which we are presently a party is likely to have a material adverse effect on our financial condition, business or
operations.
ITEM 4.
MINE SAFETY DISCLOSURES
Not
applicable.
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND
ISSUER REPURCHASES OF EQUITY SECURITIES
MARKET INFORMATION AND NUMBER OF
HOLDERS
Our common shares are listed on the NYSE under the symbol “RNR.” On February 4, 2019, there were 114 holders of record of our common
shares.
PERFORMANCE
GRAPH
The following graph compares the cumulative return on our common shares, including reinvestment of our
dividends on our common shares, to such return for the S&P 500 Composite Stock Price Index (“S&P 500”) and S&P’s Property-Casualty Industry Group Stock Price Index (“S&P P&C”), for the five-year
period commencing December 31, 2013 and ending December 31, 2018, assuming $100 was invested on December 31, 2013. Each measurement point on the graph below represents the cumulative shareholder return as measured by the last sale price at the end of each calendar year during the period from January 1, 2014 through December 31, 2018. As depicted in the graph below, during this period, the cumulative return was (1) 44.8% on our common shares; (2) 50.3% for the S&P 500; and (3) 71.1% for the S&P
P&C.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL
RETURN
ISSUER REPURCHASES OF EQUITY
SECURITIES
Our share repurchase program may be effected from time to time, depending on market conditions and other factors,
through open market purchases and privately negotiated transactions. On November 10, 2017, our Board of Directors approved a renewal of our
authorized share repurchase program to an aggregate amount of up to $500.0 million. Unless terminated earlier by our Board of Directors,
the program will expire when we have repurchased the full value of the shares authorized. The table below details the repurchases that were made under the program during the three months ended December 31, 2018, and also includes other shares purchased, which represents common shares surrendered by
employees in respect of withholding tax obligations on the vesting of restricted stock or in lieu of cash payments for the exercise price of employee stock
options.
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Total shares
purchased |
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Other shares
purchased |
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Shares purchased under
repurchase program
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Dollar
amount
still
available
under
repurchase
program
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Shares
purchased
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Average
price
per
share
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Shares
purchased
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Average
price
per
share
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Shares
purchased
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Average
price
per
share
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|
|
|
|
|
|
|
|
(in millions) |
|
|
Beginning dollar
amount available to be repurchased |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
500.0 |
|
|
|
October 1 - 31, 2018 |
— |
|
|
$ |
— |
|
|
— |
|
|
$ |
— |
|
|
— |
|
|
$ |
— |
|
|
— |
|
|
|
November 1 - 30,
2018 |
1,360 |
|
|
$ |
124.85 |
|
|
1,360 |
|
|
$ |
124.85 |
|
|
— |
|
|
$ |
— |
|
|
— |
|
|
|
December 1 - 31, 2018 |
4,508
|
|
|
$ |
133.58 |
|
|
4,508
|
|
|
$ |
133.58 |
|
|
—
|
|
|
$ |
— |
|
|
—
|
|
|
|
Total |
5,868 |
|
|
$ |
131.56 |
|
|
5,868 |
|
|
$ |
131.56 |
|
|
—
|
|
|
$ |
— |
|
|
$ |
500.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
During 2018, we did not repurchase any of our common shares. In the future, we may authorize additional purchase activities under the currently authorized
share repurchase program, increase the amount authorized under the share repurchase program, or adopt additional trading plans.
ITEM 6. SELECTED CONSOLIDATED
FINANCIAL DATA
The following tables set forth our selected consolidated financial data and other financial information at the
end of and for each of the years in the five-year period ended December 31, 2018. The results of
Platinum are included in our consolidated financial data from March 2, 2015. The selected consolidated financial data should be read in conjunction with our consolidated financial statements and related notes thereto and “Part II, Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Form
10-K.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended
December 31, |
2018 |
|
2017 |
|
2016 |
|
2015 |
|
2014 |
|
|
(in thousands, except share and per share
data
and percentages)
|
|
|
|
|
|
|
|
|
|
|
|
Statements of Operations
Data: |
|
|
|
|
|
|
|
|
|
|
|
Gross premiums written |
$ |
3,310,427 |
|
|
$ |
2,797,540 |
|
|
$ |
2,374,576 |
|
|
$ |
2,011,310 |
|
|
$ |
1,550,572 |
|
|
|
Net premiums
written |
2,131,902 |
|
|
1,871,325 |
|
|
1,535,312 |
|
|
1,416,183 |
|
|
1,068,236 |
|
|
|
Net premiums earned |
1,976,129 |
|
|
1,717,575 |
|
|
1,403,430 |
|
|
1,400,551 |
|
|
1,062,416 |
|
|
|
Net investment
income |
261,866 |
|
|
222,209 |
|
|
181,726 |
|
|
152,567 |
|
|
124,316 |
|
|
|
Net realized and unrealized (losses) gains on investments |
(175,069 |
) |
|
135,822 |
|
|
141,328 |
|
|
(68,918 |
) |
|
41,433 |
|
|
|
Net claims and claim
expenses incurred |
1,120,018 |
|
|
1,861,428 |
|
|
530,831 |
|
|
448,238 |
|
|
197,947 |
|
|
|
Acquisition expenses |
432,989 |
|
|
346,892 |
|
|
289,323 |
|
|
238,592 |
|
|
144,476 |
|
|
|
Operational
expenses |
178,267 |
|
|
160,778 |
|
|
197,749 |
|
|
219,112 |
|
|
190,639 |
|
|
|
Underwriting income (loss) |
244,855 |
|
|
(651,523 |
) |
|
385,527 |
|
|
494,609 |
|
|
529,354 |
|
|
|
Net income
(loss) |
268,917 |
|
|
(354,671 |
) |
|
630,048 |
|
|
542,242 |
|
|
686,256 |
|
|
|
Net income (loss) available (attributable) to RenaissanceRe common shareholders |
197,276 |
|
|
(244,770 |
) |
|
480,581 |
|
|
408,811 |
|
|
510,337 |
|
|
|
Net income (loss)
available (attributable) to RenaissanceRe common shareholders per common share – diluted |
4.91 |
|
|
(6.15 |
) |
|
11.43 |
|
|
9.28 |
|
|
12.60 |
|
|
|
Dividends per common share |
1.32 |
|
|
1.28 |
|
|
1.24 |
|
|
1.20 |
|
|
1.16 |
|
|
|
Weighted average
common shares outstanding – diluted |
39,755 |
|
|
39,854 |
|
|
41,559 |
|
|
43,526 |
|
|
39,968 |
|
|
|
Return on average common equity |
4.7 |
% |
|
(5.7 |
)% |
|
11.0 |
% |
|
9.8 |
% |
|
14.9 |
% |
|
|
Combined
ratio |
87.6 |
% |
|
137.9 |
% |
|
72.5 |
% |
|
64.7 |
% |
|
50.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At
December 31, |
2018 |
|
2017 |
|
2016 |
|
2015 |
|
2014 |
|
|
Balance Sheet
Data: |
|
|
|
|
|
|
|
|
|
|
|
Total
investments |
$ |
11,885,747 |
|
|
$ |
9,503,439 |
|
|
$ |
9,316,968 |
|
|
$ |
8,999,068 |
|
|
$ |
6,743,750 |
|
|
|
Total assets |
18,676,196 |
|
|
15,226,131 |
|
|
12,352,082 |
|
|
11,555,287 |
|
|
8,202,307 |
|
|
|
Reserve for claims
and claim expenses |
6,076,271 |
|
|
5,080,408 |
|
|
2,848,294 |
|
|
2,767,045 |
|
|
1,412,510 |
|
|
|
Unearned premiums |
1,716,021 |
|
|
1,477,609 |
|
|
1,231,573 |
|
|
889,102 |
|
|
512,386 |
|
|
|
Debt |
991,127 |
|
|
989,623 |
|
|
948,663 |
|
|
960,495 |
|
|
248,279 |
|
|
|
Capital leases |
25,853 |
|
|
26,387 |
|
|
26,073 |
|
|
26,463 |
|
|
26,817 |
|
|
|
Preference
shares |
650,000 |
|
|
400,000 |
|
|
400,000 |
|
|
400,000 |
|
|
400,000 |
|
|
|
Total shareholders’ equity attributable to RenaissanceRe |
5,045,080 |
|
|
4,391,375 |
|
|
4,866,577 |
|
|
4,732,184 |
|
|
3,865,715 |
|
|
|
Common shares
outstanding |
42,207 |
|
|
40,024 |
|
|
41,187 |
|
|
43,701 |
|
|
38,442 |
|
|
|
Book value per common share |
$ |
104.13 |
|
|
$ |
99.72 |
|
|
$ |
108.45 |
|
|
$ |
99.13 |
|
|
$ |
90.15 |
|
|
|
Accumulated
dividends |
19.32 |
|
|
18.00 |
|
|
16.72 |
|
|
15.48 |
|
|
14.28 |
|
|
|
Book value per common share plus accumulated dividends |
$
|
123.45 |
|
|
$
|
117.72 |
|
|
$
|
125.17 |
|
|
$
|
114.61 |
|
|
$
|
104.43 |
|
|
|
Change in book value
per common share plus change in accumulated dividends |
5.7 |
% |
|
(6.9 |
)% |
|
10.7 |
% |
|
11.3 |
% |
|
13.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
ITEM 7. MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following is a discussion and analysis of our
results of operations for 2018 compared to
2017 and
2017 compared to 2016, respectively. The following also includes a discussion of our liquidity and capital resources at December 31, 2018. This discussion and analysis should be read in
conjunction with the audited consolidated financial statements and notes thereto included in this filing. This filing contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially from the results
described or implied by these forward-looking statements. See “Note on Forward-Looking Statements.”
OVERVIEW
RenaissanceRe is a global provider of reinsurance and
insurance. We provide property, casualty and specialty reinsurance and certain insurance solutions to customers, principally through intermediaries. Established in 1993, we have offices in Bermuda, Ireland, Singapore, Switzerland, the U.K., and the
U.S. Our operating subsidiaries include Renaissance Reinsurance, RenaissanceRe Specialty U.S., Renaissance Reinsurance U.S., Renaissance Reinsurance of Europe and Syndicate 1458. We also underwrite reinsurance on behalf of joint ventures, including
Top Layer Re, Upsilon RFO, DaVinci, Vermeer and Fibonacci Re. In addition, through Medici, we invest in various insurance based investment instruments that have returns primarily tied to property catastrophe
risk.
We aspire to be the world’s best underwriter by matching well-structured risks with efficient sources of capital
and our mission is to produce superior returns for our shareholders over the long term. We seek to accomplish these goals by being a
trusted, long-term partner to our customers for assessing and managing risk, delivering responsive and innovative solutions, leveraging our core capabilities of risk assessment and information management, investing in these core capabilities in
order to serve our customers across the cycles that have historically characterized our markets and keeping our promises. Our strategy focuses on superior risk selection, superior customer relationships and superior capital management. We provide
value to our customers and joint venture partners in the form of financial security, innovative products, and responsive service. We are known as a leader in paying valid claims promptly. We principally measure our financial success through
long-term growth in tangible book value per common share plus the change in accumulated dividends, which we believe is the most appropriate measure of our financial performance and in respect of which we believe we have delivered superior
performance over time.
Our core products include property, casualty and specialty reinsurance and certain insurance products
principally distributed through intermediaries, with whom we seek to cultivate strong long-term relationships. We believe we have been one of the world’s leading providers of catastrophe reinsurance since our founding. In recent years, through
the strategic execution of a number of initiatives, including organic growth and acquisitions, we have expanded our casualty and specialty platform and products and believe we are a leader in certain casualty and specialty lines of business. We have
determined our business consists of the following reportable segments: (1) Property, which is comprised of catastrophe and other property reinsurance and insurance written on behalf of our operating subsidiaries and certain joint ventures managed by
our ventures unit, and (2) Casualty and Specialty, which is comprised of casualty and specialty reinsurance and insurance written on behalf of our operating subsidiaries and certain joint ventures managed by our ventures unit.
To best serve our clients in the places they do business, we have operating subsidiaries, joint ventures and underwriting
platforms around the world, including DaVinci, Renaissance Reinsurance, Top Layer Re, Fibonacci Re, Upsilon RFO and Vermeer in Bermuda, Renaissance Reinsurance U.S. in the U.S., and Syndicate 1458 in the U.K. We write property and casualty and
specialty reinsurance through our wholly owned operating subsidiaries, joint ventures and Syndicate 1458 and certain insurance products primarily through Syndicate 1458. Although each underwriting platform may write any or all of our classes of
business, our Bermuda platform has traditionally written, and continues to write, the preponderance of our property business and our U.S. platform and Syndicate 1458 write a significant portion of our casualty and specialty business. Syndicate 1458
provides us with access to Lloyd’s extensive distribution network and worldwide licenses and also writes business through delegated authority arrangements. The underwriting results of our operating subsidiaries and underwriting platforms are
included in our Property and Casualty and Specialty segment results as
appropriate.
Since a meaningful portion of the reinsurance and insurance
we write provides protection from damages relating to natural and man-made catastrophes, our results depend to a large extent on the frequency and severity of such catastrophic events, and the coverages we offer to customers affected by these
events. We are exposed to significant losses from these catastrophic events and other exposures we cover. Accordingly, we expect a significant degree of volatility in our financial results and our financial results may vary significantly from
quarter-to-quarter and from year-to-year, based on the level of insured catastrophic losses occurring around the world. We view our exposure to casualty and specialty lines of business as an efficient use of capital given these risks are generally
less correlated with our property lines of business. This has allowed us to bring additional capacity to our clients, across a wider range of product offerings, while continuing to be good stewards of our shareholders’ capital.
We continually explore appropriate and efficient ways to address the risk needs of our clients and the impact of various
regulatory and legislative changes on our operations. We have created and managed, and continue to manage, multiple capital vehicles across a number of jurisdictions and may create additional risk bearing vehicles or enter into additional
jurisdictions in the future. In addition, our differentiated strategy and capability position us to pursue bespoke or large solutions for clients, which may be non-recurring. This, and other factors including the timing of contract inception, could
result in significant volatility of premiums in both our Property and Casualty and Specialty segments. As our product and geographical diversity increases, we may be exposed to new risks, uncertainties and sources of
volatility.
Our revenues are principally derived from three sources: (1) net premiums earned from the reinsurance and insurance
policies we sell; (2) net investment income and realized and unrealized gains from the investment of our capital funds and the investment of the cash we receive on the policies which we sell; and (3) fees and other income received from our joint
ventures, advisory services and various other items.
Our expenses primarily consist of: (1) net claims and claim expenses
incurred on the policies of reinsurance and insurance we sell; (2) acquisition costs which typically represent a percentage of the premiums we write; (3) operating expenses which primarily consist of personnel expenses, rent and other operating
expenses; (4) corporate expenses which include certain executive, legal and consulting expenses, costs for research and development, transaction and integration-related expenses, and other miscellaneous costs, including those associated with
operating as a publicly traded company; (5) redeemable noncontrolling interests, which represent the interests of third parties with respect to the net income of DaVinciRe, Vermeer and Medici; and (6) interest and dividend costs related to our debt
and preference shares. We are also subject to taxes in certain jurisdictions in which we operate. Since the majority of our income is currently earned in Bermuda, which does not have a corporate income tax, the tax impact to our operations has
historically been minimal, notwithstanding the impact of the write-down of a portion of our deferred tax asset in the fourth quarter of 2017 associated with the adoption of the Tax Bill. In the future, our net tax exposure may increase as our
operations expand geographically, or as a result of adverse tax developments.
The underwriting results of an insurance or
reinsurance company are discussed frequently by reference to its net claims and claim expense ratio, underwriting expense ratio, and combined ratio. The net claims and claim expense ratio is calculated by dividing net claims and claim expenses
incurred by net premiums earned. The underwriting expense ratio is calculated by dividing underwriting expenses (acquisition expenses and operational expenses) by net premiums earned. The combined ratio is the sum of the net claims and claim expense
ratio and the underwriting expense ratio. A combined ratio below 100% indicates profitable underwriting prior to the consideration of investment income. A combined ratio over 100% indicates unprofitable underwriting prior to the consideration of
investment income. We also discuss our net claims and claim expense ratio on a current accident year basis and a prior accident years basis. The current accident year net claims and claim expense ratio is calculated by taking current accident year
net claims and claim expenses incurred, divided by net premiums earned. The prior accident years net claims and claim expense ratio is calculated by taking prior accident years net claims and claim expenses incurred, divided by net premiums
earned.
SUMMARY OF CRITICAL ACCOUNTING
ESTIMATES
Claims and Claim Expense
Reserves
General Description
We believe the most significant accounting judgment made by management is our estimate of claims and claim expense reserves. Claims and claim expense reserves represent estimates, including actuarial and
statistical projections at a given point in time, of the ultimate settlement and administration costs for unpaid claims and claim expenses arising from the insurance and reinsurance contracts we sell. We establish our claims and claim expense
reserves by taking claims reported to us by insureds and ceding companies, but which have not yet been paid (“case reserves”), adding estimates for the anticipated cost of claims incurred but not yet reported to us, or incurred but not
enough reported to us (collectively referred to as “IBNR”) and, if deemed necessary, adding costs for additional case reserves which represent our estimates for claims related to specific contracts which we believe may not be adequately
estimated by the client as of that date, or adequately covered in the application of IBNR.
We will account for the acquisition of the TMR Group Entities, which is expected to close in the first half of 2019, under the acquisition method of accounting in accordance with FASB ASC Topic Business Combinations, under which the total consideration paid will be allocated among acquired assets and assumed liabilities
based on the fair values of the assets acquired and liabilities assumed. Upon acquisition, the TMR Group Entities’ assets and liabilities, including the TMR Group Entities’ claim and claim expense reserves, will be consolidated by
RenaissanceRe.
The following table summarizes our claims and claim expense reserves by line of business, allocated between case
reserves, additional case reserves and IBNR:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31,
2018 |
Case
Reserves
|
|
Additional
Case Reserves
|
|
IBNR |
|
Total |
|
|
(in thousands) |
|
|
|
|
|
|
|
|
|
Property |
$ |
690,718 |
|
|
$ |
1,308,307 |
|
|
$ |
1,087,229 |
|
|
$ |
3,086,254 |
|
|
|
Casualty and Specialty |
771,537 |
|
|
116,877 |
|
|
2,096,979 |
|
|
2,985,393 |
|
|
|
Other |
1,458 |
|
|
— |
|
|
3,166 |
|
|
4,624 |
|
|
|
Total |
$
|
1,463,713 |
|
|
$
|
1,425,184 |
|
|
$
|
3,187,374 |
|
|
$
|
6,076,271 |
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31,
2017 |
|
|
|
|
|
|
|
|
|
(in
thousands) |
|
|
|
|
|
|
|
|
|
Property |
$ |
696,285 |
|
|
$ |
896,522 |
|
|
$ |
893,583 |
|
|
$ |
2,486,390 |
|
|
|
Casualty and
Specialty |
689,962 |
|
|
124,923 |
|
|
1,760,607 |
|
|
2,575,492 |
|
|
|
Other |
6,605 |
|
|
— |
|
|
11,921 |
|
|
18,526 |
|
|
|
Total |
$ |
1,392,852
|
|
|
$ |
1,021,445
|
|
|
$ |
2,666,111
|
|
|
$ |
5,080,408
|
|
|
|
|
|
|
|
|
|
|
|
|
Activity in the liability for unpaid claims
and claim expenses is summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December
31, |
2018 |
|
2017 |
|
2016 |
|
|
(in thousands) |
|
|
|
|
|
|
|
Net reserves as of
January 1 |
$ |
3,493,778 |
|
|
$ |
2,568,730 |
|
|
$ |
2,632,519 |
|
|
|
Net incurred related to: |
|
|
|
|
|
|
|
Current
year |
1,390,767 |
|
|
1,902,424 |
|
|
694,957 |
|
|
|
Prior years |
(270,749 |
) |
|
(40,996 |
) |
|
(164,126 |
) |
|
|
Total net
incurred |
1,120,018
|
|
|
1,861,428
|
|
|
530,831
|
|
|
|
Net paid related to: |
|
|
|
|
|
|
|
Current
year |
391,061 |
|
|
450,527 |
|
|
83,015 |
|
|
|
Prior years |
503,708 |
|
|
524,298 |
|
|
506,279 |
|
|
|
Total net
paid |
894,769
|
|
|
974,825
|
|
|
589,294
|
|
|
|
Foreign exchange |
(14,977 |
) |
|
38,445 |
|
|
(5,326 |
) |
|
|
Net reserves as of December
31 |
3,704,050 |
|
|
3,493,778 |
|
|
2,568,730 |
|
|
|
Reinsurance recoverable as of December
31 |
2,372,221 |
|
|
1,586,630 |
|
|
279,564 |
|
|
|
Gross reserves as of December
31 |
$ |
6,076,271
|
|
|
$ |
5,080,408
|
|
|
$ |
2,848,294
|
|
|
|
|
|
|
|
|
|
|
The following table details
our prior year development by segment of its liability for unpaid claims and claim expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended
December 31, |
2018 |
|
2017 |
|
2016 |
|
|
(in thousands) |
(Favorable) adverse
development |
|
(Favorable) adverse
development |
|
(Favorable) adverse
development |
|
|
Property |
$ |
(221,290 |
) |
|
$ |
(45,596 |
) |
|
$ |
(104,876 |
) |
|
|
Casualty and Specialty |
(49,262 |
) |
|
6,183 |
|
|
(58,140 |
) |
|
|
Other |
(197
|
)
|
|
(1,583
|
)
|
|
(1,110
|
)
|
|
|
Total favorable
development of prior accident years net claims and claim expenses |
$
|
(270,749 |
)
|
|
$
|
(40,996 |
)
|
|
$
|
(164,126 |
)
|
|
|
|
|
|
|
|
|
|
Our reserving methodology for each line of
business uses a loss reserving process that calculates a point estimate for our ultimate settlement and administration costs for claims and claim expenses. We do not calculate a range of estimates and do not discount any of our reserves for claims
and claim expenses. We use this point estimate, along with paid claims and case reserves, to record our best estimate of additional case reserves and IBNR in our consolidated financial statements. Under GAAP, we are not permitted to establish
estimates for catastrophe claims and claim expense reserves until an event occurs that gives rise to a loss.
Reserving for our
reinsurance claims involves other uncertainties, such as the dependence on information from ceding companies, the time lag inherent in reporting information from the primary insurer to us or to our ceding companies, and differing reserving practices
among ceding companies. The information received from ceding companies is typically in the form of bordereaux, broker notifications of loss and/or discussions with ceding companies or their brokers. This information may be received on a monthly,
quarterly or transactional basis and normally includes paid claims and estimates of case reserves. We sometimes also receive an estimate or provision for IBNR. This information is often updated and adjusted from time to time during the loss
settlement period as new data or facts in respect of initial claims, client accounts, industry or event trends may be reported or emerge in addition to changes in applicable statutory and case laws.
Our estimates of losses from large events are based on factors including currently available information derived from claims
information from certain customers and brokers, industry assessments of losses from the events, proprietary models, and the terms and conditions of our contracts. The uncertainty of our estimates for large events is also impacted by the preliminary
nature of the information available, the magnitude and relative infrequency of the events, the expected duration of the respective claims
development period, inadequacies in the data provided to
the relevant date by industry participants, the potential for further reporting lags or insufficiencies and, in certain cases, the form of the claims and legal issues under the relevant terms of insurance and reinsurance contracts. In addition, a
significant portion of the net claims and claim expenses associated with certain large events can be concentrated with a few large clients and therefore the loss estimates for these events may vary significantly based on the claims experience of
those clients. The contingent nature of business interruption and other exposures will also impact losses in a meaningful way, which we believe may give rise to significant complexity in respect of claims handling, claims adjustment and other
coverage issues, over time. Given the magnitude of certain events, there can be meaningful uncertainty regarding total covered losses for the insurance industry and, accordingly, several of the key assumptions underlying our loss estimates. Loss
reserve estimation in respect of our retrocessional contracts poses further challenges compared to directly assumed reinsurance. In addition, our actual net losses from these events may increase if our reinsurers or other obligors fail to meet their
obligations.
Because of the inherent uncertainties discussed above, we have developed a reserving philosophy
which attempts to incorporate prudent assumptions and estimates, and we have generally experienced favorable net development on prior accident years net claims and claim expenses in the last several years. However, there is no assurance that this
favorable development on prior accident years net claims and claim expenses will occur in future periods.
Our
reserving techniques, assumptions and processes differ among our Property and Casualty and Specialty segments. Refer to “Note 7.
Reserve for Claims and Claim Expenses in our Notes to the Consolidated Financial Statements” for more information on the risks we insure and reinsure, the reserving techniques, assumptions and processes we follow to estimate our claims and
claim expense reserves, prior year development of the reserve for claims and claim expenses, analysis of our incurred and paid claims development and claims duration information for each of our Property and Casualty and Specialty
segments.
Property
Segment
Actual Results vs. Initial
Estimates
As discussed above, the key assumption in estimating reserves for our Property segment is our estimate of incurred
claims and claim expenses. The table below shows our initial estimates of incurred claims and claim expenses for each accident year and how these initial estimates have developed over time. The initial estimate of accident year incurred claims and
claim expenses represents our estimate of the ultimate settlement and administration costs for claims incurred in our Property segment occurring during a particular accident year, and as reported as of December 31 of that year. The re-estimated
incurred claims and claim expenses as of December 31 of subsequent years, represent our revised estimates as reported as of those dates. Our most recent estimates as reported at
December 31, 2018 differ from our initial accident year estimates and demonstrate that our initial estimate of incurred claims and
claim expenses are reasonably likely to vary from our most recent estimate, perhaps significantly. Changes in this estimate will be recorded in the period in which they occur. In accident years where our current estimates are lower than our initial
estimates, we have experienced favorable development while accident years where our current estimates are higher than our original estimates indicates adverse development. The table is presented on a net basis and, therefore, includes the benefit of
reinsurance recoverable. In addition, we have included historical incurred claims and claim expenses development information related to Platinum in the table below. For incurred accident year claims denominated in foreign currency, we have used the
current year-end balance sheet foreign exchange rate for all periods provided, thereby eliminating the effects of changes in foreign currency translation rates from the incurred accident year claims development information included in the table
below.
The following table details our Property segment incurred
claims and claim expenses, net of reinsurance, as of December 31,
2018.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incurred claims
and claim expenses, net of reinsurance |
|
|
(in thousands) |
|
For the
year ended December 31, |
|
|
Accident
Year
|
|
2009 |
|
2010 |
|
2011 |
|
2012 |
|
2013 |
|
2014 |
|
2015 |
|
2016 |
|
2017 |
|
2018 |
|
|
2009
|
|
$ |
219,979 |
|
|
$ |
164,369 |
|
|
$ |
145,207 |
|
|
$ |
138,747 |
|
|
$ |
134,490 |
|
|
$ |
135,245 |
|
|
$ |
134,539 |
|
|
$ |
134,811 |
|
|
$ |
134,355 |
|
|
$ |
134,876 |
|
|
|
2010 |
|
— |
|
|
609,380 |
|
|
561,524 |
|
|
526,928 |
|
|
531,199 |
|
|
550,980 |
|
|
554,733 |
|
|
564,345 |
|
|
566,475 |
|
|
555,642 |
|
|
|
2011 |
|
— |
|
|
— |
|
|
1,264,374 |
|
|
1,192,868 |
|
|
1,141,403 |
|
|
1,091,415 |
|
|
1,070,957 |
|
|
1,040,721 |
|
|
1,036,663 |
|
|
1,033,601 |
|
|
|
2012
|
|
— |
|
|
— |
|
|
— |
|
|
437,940 |
|
|
344,487 |
|
|
311,648 |
|
|
293,873 |
|
|
275,910 |
|
|
264,532 |
|
|
257,246 |
|
|
|
2013 |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
227,268 |
|
|
196,729 |
|
|
174,335 |
|
|
152,715 |
|
|
141,197 |
|
|
137,660 |
|
|
|
2014
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
183,249 |
|
|
154,469 |
|
|
147,138 |
|
|
142,864 |
|
|
142,457 |
|
|
|
2015 |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
226,039 |
|
|
195,164 |
|
|
176,159 |
|
|
167,916 |
|
|
|
2016
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
252,556 |
|
|
254,151 |
|
|
241,296 |
|
|
|
2017 |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
1,342,161 |
|
|
1,167,013 |
|
|
|
2018
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
718,266
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
4,555,973 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Our initial and subsequent
estimates of incurred claims and claim expenses are impacted by available information derived from claims information from certain customers and brokers, industry assessments of losses from the events, proprietary models, and the terms and
conditions of our contracts. As described above, given the complexity in reserving for claims and claims expenses associated with property losses, and catastrophe excess of loss reinsurance contracts in particular, which make up a significant
proportion of our Property segment, we have experienced development, both favorable and unfavorable, in any given accident year. For example, incurred claims and claim expenses associated with our 2011 accident year have developed favorably by
$230.8 million, which is
18.3% better than our initial estimates of incurred claims and claim expenses for the 2011 accident year estimated as of
December 31, 2011. This was largely driven by reductions in estimated ultimate claims and claim expenses associated with a number of large catastrophe events that occurred in 2011, including the Tohoku Earthquake, a number of large tornadoes in
the U.S., the Australian Floods, Hurricane Irene and the Thailand Floods. In comparison, while net claims and claim expenses associated with the 2010 accident year initially developed favorably, it has experienced adverse development in the outer
years. The adverse development in the outer years was driven by a deterioration in expected net claims and claim expenses associated with the 2010 New Zealand Earthquake as new and additional claims information was received. The 2010 New Zealand
Earthquake has complex issues associated with establishing estimates of incurred claims and claim expenses, including the magnitude and relative infrequency of the event, the expected duration of the respective claims development period and
inadequacies in the data provided by industry participants on the relevant date.
In accident years with a low
level of insured catastrophe losses, our other property lines of business would contribute a greater proportion of our overall incurred claims and claim expenses within our Property segment, compared to years with a high level of insured catastrophe
losses. Our other property lines of business tend to generate less volatility in future accident years and as such we would expect to see a slower more stable increase or decrease in estimated incurred net claims and claim expenses over time.
However, certain of our other property contracts are exposed to catastrophe events, resulting in increased volatility of incurred claims and claim expenses driven by the occurrence of catastrophe events. In addition, volatility of the initial
estimate associated with large catastrophe losses and the speed at which we settle claims can vary dramatically based on the type of event.
Sensitivity Analysis
The table below shows the impact on our gross
reserve for claims and claim expenses, net income and shareholders’ equity as of and for the year ended December 31, 2018 of
a reasonable range of possible outcomes associated with our estimates of gross ultimate losses for claims and claim expenses incurred within our Property segment. The reasonable range of possible outcomes is based on a distribution of outcomes of
our ultimate incurred claims and claim expenses from catastrophic events. In addition, we flex the loss ratios and development curves in our other property lines of business in a similar fashion to the
sensitivity analysis performed for our Casualty and
Specialty segment, discussed in greater detail below. In general, our reserve for claims and claim expenses for more recent events are subject to greater uncertainty and, therefore, greater variability and are likely to experience material changes
from one period to the next. This is due to the uncertainty as to the size of the industry losses from the event, which contracts have been exposed to the catastrophic event and the magnitude of claims incurred by our clients. As our claims age,
more information becomes available and we believe our estimates become more certain, although there is no assurance this trend will continue in the future. As a result, the sensitivity analysis below is based on the age of each accident year, our
current estimated incurred claims and claim expenses for the catastrophic events occurring in each accident year, and a reasonable range of possible outcomes of our current estimates of claims and claim expenses by accident year. The impact on
net income and shareholders’ equity assumes no increase or decrease in reinsurance recoveries, loss related premium or redeemable
noncontrolling interest – DaVinciRe.
Property Claims and Claim Expense Reserve Sensitivity
Analysis
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands, except percentages) |
Reserve for Claims and Claim Expenses
at
December 31,
2018
|
|
$ Impact of
Change Reserve for
Claims
and Claim
Expenses
at
December 31,
2018
|
|
% Impact of
Change
on
Reserve for
Claims
and Claim Expenses
at
December 31,
2018
|
|
% Impact of
Change on Net Income
for
the Year Ended
December 31, 2018
|
|
% Impact of
Change on
Shareholders’
Equity at
December 31, 2018
|
|
|
Higher |
$ |
3,401,044 |
|
|
$ |
314,790 |
|
|
5.2 |
% |
|
(117.1 |
)% |
|
(6.2 |
)% |
|
|
Recorded |
3,086,254 |
|
|
— |
|
|
— |
% |
|
— |
% |
|
— |
% |
|
|
Lower |
2,911,835 |
|
|
(174,419 |
) |
|
(2.9 |
)% |
|
64.9 |
% |
|
3.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
We believe the changes we made to our
estimated incurred claims and claim expenses represent a reasonable range of possible outcomes based on our experience to date and our future expectations. While we believe these are a reasonable range of possible outcomes, we do not believe the
above sensitivity analysis should be considered an actuarial reserve range. In addition, the sensitivity analysis only reflects a reasonable range of possible outcomes in our underlying assumptions. It is possible that our estimated incurred claims
and claim expenses could be significantly higher or lower than the sensitivity analysis described above. For example, we could be liable for events for which we have not estimated claims and claim expenses or for exposures we do not currently
believe are covered under our policies. These changes could result in significantly larger changes to our estimated incurred claims and claim expenses, net income and shareholders’ equity than those noted above, and could be recorded across
multiple periods. We also caution that the above sensitivity analysis is not used by management in developing our reserve estimates and is also not used by management in managing the
business.
Casualty and Specialty
Segment
Actual Results vs. Initial
Estimates
As discussed above, the key assumption in estimating reserves for our Casualty and Specialty segment is our estimate
of incurred claims and claim expenses. Standard actuarial techniques are used to calculate the ultimate claims and claim expenses and two key assumptions include the estimated incurred claims and claim expenses ratio and the estimated loss reporting
patterns. The table below shows our initial estimates of incurred claims and claim expenses for each accident year and how these initial estimates have developed over time. The initial estimate of accident year incurred claims and claim expenses
represents our estimate of the ultimate settlement and administration costs for claims incurred in our Casualty and Specialty segment occurring during a particular accident year, and as reported as of December 31 of that year. The re-estimated
incurred claims and claim expenses as of December 31 of subsequent years, represent our revised estimates as reported as of those dates. Our most recent estimates as reported at
December 31, 2018 differ from our initial accident year estimates and demonstrate that our initial estimate of incurred claims and
claim expenses are reasonably likely to vary from our most recent estimate, perhaps significantly. Changes in this estimate will be recorded in the period in which they occur. In accident years where our current estimates are lower than our initial
estimates, we have experienced favorable
development while accident years where our current
estimates are higher than our original estimates indicates adverse development. The table is presented on a net basis and, therefore, includes the benefit of reinsurance recoverable. In addition, we have included historical incurred claims and claim
expenses development information related to Platinum in the table below. For incurred accident year claims denominated in foreign currency, we have used the current year-end balance sheet foreign exchange rate for all periods provided, thereby
eliminating the effects of changes in foreign currency translation rates from the incurred accident year claims development information included in the table below.
The following table details our Casualty and Specialty segment incurred claims and claim expenses, net of reinsurance, as of December 31,
2018.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incurred claims
and claim expenses, net of reinsurance |
|
|
(in thousands) |
|
For the
year ended December 31, |
|
|
Accident
Year
|
|
2009 |
|
2010 |
|
2011 |
|
2012 |
|
2013 |
|
2014 |
|
2015 |
|
2016 |
|
2017 |
|
2018 |
|
|
2009
|
|
$ |
479,421 |
|
|
$ |
470,031 |
|
|
$ |
471,808 |
|
|
$ |
438,538 |
|
|
$ |
417,569 |
|
|
$ |
395,631 |
|
|
$ |
387,184 |
|
|
$ |
382,077 |
|
|
$ |
385,230 |
|
|
$ |
386,863 |
|
|
|
2010 |
|
— |
|
|
382,996 |
|
|
389,460 |
|
|
375,980 |
|
|
340,465 |
|
|
318,979 |
|
|
305,784 |
|
|
304,096 |
|
|
300,054 |
|
|
299,490 |
|
|
|
2011 |
|
— |
|
|
— |
|
|
382,194 |
|
|
381,062 |
|
|
351,692 |
|
|
321,471 |
|
|
313,955 |
|
|
307,899 |
|
|
297,405 |
|
|
303,844 |
|
|
|
2012
|
|
— |
|
|
— |
|
|
— |
|
|
427,341 |
|
|
425,617 |
|
|
395,823 |
|
|
387,532 |
|
|
377,527 |
|
|
391,350 |
|
|
409,458 |
|
|
|
2013 |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
392,146 |
|
|
362,017 |
|
|
338,054 |
|
|
319,555 |
|
|
305,114 |
|
|
295,703 |
|
|
|
2014
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
477,587 |
|
|
459,317 |
|
|
454,589 |
|
|
439,609 |
|
|
416,162 |
|
|
|
2015 |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
413,112 |
|
|
432,538 |
|
|
453,052 |
|
|
422,675 |
|
|
|
2016
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
427,483 |
|
|
430,606 |
|
|
425,157 |
|
|
|
2017 |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
553,215 |
|
|
564,282 |
|
|
|
2018
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
649,147
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
4,172,781 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As each underwriting year has
developed, our estimated expected incurred claims and claim expenses have changed. As an example, our re-estimated incurred claims and claim expenses decreased for the 2013 accident year from the initial estimates. This decrease was principally
driven by actual reported and paid net claims and claim expenses associated with the 2013 accident year coming in less than expected, which has resulted in a reduction in our expected ultimate claims and claim expense ratio for this accident year.
In comparison, the 2015 accident year has developed adversely compared to our initial estimates of incurred claims and claim expenses and our current estimates are higher than our initial estimates. The increase in incurred claims and claim expenses
for the 2015 accident year is due to the deterioration of a number of large losses in our general liability line of business.
The reserving methodology for our Casualty and Specialty segment is weighted more heavily to our initial estimate in the early periods immediately following the contracts’ inception through the use of
the expected loss ratio method. The expected loss ratio method estimates the incurred losses by multiplying the initial expected loss ratio by the earned premium. Under the expected loss ratio method, no reliance is placed on the development of
claims and claim expenses. The determination of when reported losses are sufficient and credible to warrant selection of an ultimate loss ratio different from the initial expected loss ratio also requires judgment. We generally make adjustments for
reported loss experience indicating unfavorable variances from the initial expected loss ratio sooner than reported loss experience indicating favorable variances as reporting of losses in excess of expectations tends to have greater credibility
than an absence of or lower than expected level of reported losses. Over time, as a greater number of claims are reported and the credibility of reported losses improves, actuarial estimates of IBNR are typically based on the Bornhuetter-Ferguson
actuarial method. The Bornhuetter-Ferguson method places weight on claims and claim expenses development experience. If there is adverse development of prior accident years claims and claim expenses, we generally select the Bornheutter-Ferguson
method to ensure the claim experience is considered in the determination of our estimated claims and claim expenses with the associated business. If we believe we lack the claims experience in the early stages of development of a line of business,
we may not select the Bornheutter-Ferguson method until such time as we believe there is greater credibility in the level of reported losses. As prior accident years claims and claim expenses development experience becomes credible, the
Bornhuetter-Ferguson method is generally selected which places greater weight on this experience as it develops. The Bornhuetter-Ferguson method estimates our
expected ultimate claims and claim expenses
by applying our initial estimated loss ratio to our undeveloped premium, and adding the reported losses to the estimate. The impact of these methodologies can be observed in the table above. For example, the 2011 accident year has experienced
favorable development on prior accident years net claims and claim expenses for each subsequent calendar year-end. However, the favorable development experienced in the first few years was lower than the favorable development experienced in
subsequent calendar years where the reserving methodology used changed to the Bornhuetter-Ferguson method as the experience became more credible.
Sensitivity Analysis
The table below quantifies the impact on our
gross reserves for claims and claim expenses, net income and shareholders’ equity as of and for the year ended December 31, 2018 of a reasonable range of possible outcomes in the actuarial assumptions used to estimate our December 31,
2018 claims and claim expense reserves within our Casualty and Specialty segment. The table quantifies a reasonable range of possible outcomes in our initial estimated gross ultimate claims
and claim expense ratios and estimated loss reporting patterns. The impact on net income and shareholders’ equity assumes no
increase or decrease in reinsurance recoveries, loss related premium or redeemable noncontrolling interest – DaVinciRe.
Casualty and Specialty Claims and Claim Expense Reserve Sensitivity Analysis
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands, except percentages) |
Estimated
Loss
Reporting
Pattern
|
|
$ Impact of
Change
on
Reserves for
Claims and Claim
Expenses
at
December 31,
2018
|
|
% Impact of
Change
on
Reserve for
Claims and Claim
Expenses
at
December 31,
2018
|
|
% Impact of
Change
on
Net Income
for the
Year
Ended
December 31,
2018
|
|
% Impact of
Change
on
Shareholders’
Equity
at
December 31,
2018
|
|
|
Increase expected claims and claim expense ratio by 10% |
Slower
reporting
|
|
$ |
364,293 |
|
|
6.0 |
% |
|
(135.5 |
)% |
|
(7.2 |
)% |
|
|
Increase expected
claims and claim expense ratio by 10% |
Expected
reporting
|
|
209,698 |
|
|
3.5 |
% |
|
(78.0 |
)% |
|
(4.2 |
)% |
|
|
Increase expected claims and claim expense ratio by 10% |
Faster
reporting
|
|
76,341 |
|
|
1.3 |
% |
|
(28.4 |
)% |
|
(1.5 |
)% |
|
|
Expected claims
and claim expense ratio |
Slower
reporting
|
|
140,541 |
|
|
2.3 |
% |
|
(52.3 |
)% |
|
(2.8 |
)% |
|
|
Expected claims and claim expense ratio |
Expected
reporting
|
|
— |
|
|
— |
% |
|
— |
% |
|
— |
% |
|
|
Expected claims
and claim expense ratio |
Faster
reporting
|
|
(121,234 |
) |
|
(2.0 |
)% |
|
45.1 |
% |
|
2.4 |
% |
|
|
Decrease expected claims and claim expense ratio by 10% |
Slower
reporting
|
|
(83,211 |
) |
|
(1.4 |
)% |
|
30.9 |
% |
|
1.6 |
% |
|
|
Decrease expected
claims and claim expense ratio by 10% |
Expected
reporting
|
|
(209,698 |
) |
|
(3.5 |
)% |
|
78.0 |
% |
|
4.2 |
% |
|
|
Decrease expected claims and claim expense ratio by 10% |
Faster
reporting
|
|
(318,808 |
) |
|
(5.2 |
)% |
|
118.6 |
% |
|
6.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
We believe that ultimate claims and claim
expense ratios 10.0 percentage points above or below our estimated assumptions constitute a reasonable range of possible outcomes based on our experience to date and our future expectations. In addition, we believe that the adjustments we made to
speed up or slow down our estimated loss reporting patterns represent a reasonable range of possible outcomes. While we believe these are a reasonable range of possible outcomes, we do not believe the above sensitivity analysis should be considered
an actuarial reserve range. In addition, the sensitivity analysis only reflects a reasonable range of possible outcomes in our underlying assumptions. It is possible that our initial estimated claims and claim expense ratios and loss reporting
patterns could be significantly different from the sensitivity analysis described above. For example, we could be liable for events that we have not estimated reserves for, or for exposures we do not currently believe are covered under our
contracts. These changes could result in significantly larger changes to reserves for claims and claim expenses, net income
and shareholders’ equity than those noted above, and
could be recorded across multiple periods. We also caution that the above sensitivity analysis is not used by management in developing our reserve estimates and is also not used by management in managing the
business.
Other
Included in the Other category are the remnants of our former Bermuda-based insurance operations. These operations are in run-off and no new business is being underwritten. Our outstanding claims and claim
expense reserves for these operations include insurance policies and proportional reinsurance with respect to risks including: (1) commercial property, which principally included catastrophe-exposed commercial property products; (2) commercial
multi-line, which included commercial property and liability coverage, such as general liability, automobile liability and physical damage, building and contents, professional liability and various specialty products; and (3) personal lines
property, which principally included homeowners personal lines property coverage and catastrophe exposed personal lines property coverage and totaled $4.6 million at December 31,
2018 (2017 - $18.5
million).
Our reserving techniques and processes for our Casualty and
Specialty segment also apply to our Other category. In addition, certain of our coverages may be impacted by natural and man-made catastrophes. We estimate claim reserves for these losses after the event giving rise to these losses occurs, following
a process that is similar to that used in our Property segment.
Premiums and Related Expenses
Premiums are recognized as income, net
of any applicable reinsurance or retrocessional coverage purchased, over the terms of the related contracts and policies. Premiums written are based on contract and policy terms and include estimates based on information received from both insureds
and ceding companies. Unearned premiums represents the portion of premiums written that relate to the unexpired terms of contracts and policies in force. Amounts are computed by pro rata methods based on statistical data or reports received from
ceding companies. Reinstatement premiums are estimated after the occurrence of a significant loss and are recorded in accordance with the contract terms based upon paid losses and case reserves. Reinstatement premiums are earned when
written.
Due to the nature of reinsurance, ceding companies routinely report and remit premiums to us subsequent to the
contract coverage period. Consequently, premiums written and receivable include amounts reported by the ceding companies, supplemented by our estimates of premiums that are written but not reported. The estimation of written premiums may
be affected by early cancellation, election of contract provisions for cut-off and return of unearned premiums or other contract disruptions. The time lag involved in the process of reporting premiums is shorter than the lag in reporting
losses. In addition to estimating premiums written, we estimate the earned portion of premiums written which is subject to judgment and uncertainty. Any adjustments to written and earned premiums, and the related losses and acquisition
expenses, are accounted for as changes in estimates and are reflected in the results of operations in the period in which they are made.
Lines of business that are similar in both the nature of their business and estimation process may be grouped for purposes of estimating premiums. Premiums are estimated based on ceding company estimates and
our own judgment after considering factors such as: (1) the ceding company's historical premium versus projected premium, (2) the ceding company's history of providing accurate estimates, (3) anticipated changes in the
marketplace and the ceding company's competitive position therein, (4) reported premiums to date and (5) the anticipated impact of proposed underwriting changes. Estimates of premiums written and earned are based on the selected ultimate
premium estimate, the terms and conditions of the reinsurance contracts and the remaining exposure from the underlying policies. We evaluate the appropriateness of these estimates in light of the actual premium reported by the ceding companies,
information obtained during audits and other information received from ceding companies.
Reinsurance Recoverables
We enter into retrocessional reinsurance
agreements in order to help reduce our exposure to large losses and to help manage our risk portfolio. Amounts recoverable from reinsurers are estimated in a manner consistent with the claims and claim expense reserves associated with the related
assumed reinsurance. For multi-year retrospectively rated contracts, we accrue amounts (either assets or liabilities) that are due to
or from our retrocessionaires based on estimated contract
experience. If we determine that adjustments to earlier estimates are appropriate, such adjustments are recorded in the period in which they are determined.
The estimate of reinsurance recoverables can be more subjective than estimating the underlying claims and claim expense reserves as discussed under the heading “Claims and Claim Expense Reserves”
above. In particular, reinsurance recoverables may be affected by deemed inuring reinsurance, industry losses reported by various statistical reporting services, and other factors. Reinsurance recoverables on dual trigger reinsurance contracts
require us to estimate our ultimate losses applicable to these contracts as well as estimate the ultimate amount of insured industry losses that will be reported by the applicable statistical reporting agency, as per the contract terms. In addition,
the level of our additional case reserves and IBNR reserves has a significant impact on reinsurance recoverables. These factors can impact the amount and timing of the reinsurance recoverables to be
recorded.
The majority of the balance we have accrued as recoverable will not be due for collection until some point in the
future. The amounts recoverable ultimately collected are open to uncertainty due to the ultimate ability and willingness of reinsurers to pay our claims, for reasons including insolvency and elective run-off, contractual dispute and various other
reasons. In addition, because the majority of the balances recoverable will not be collected for some time, economic conditions as well as the financial and operational performance of a particular reinsurer may change, and these changes may affect
the reinsurer’s willingness and ability to meet their contractual obligations to us. To reflect these uncertainties, we estimate and record a valuation allowance for potential uncollectible reinsurance recoverables which reduces reinsurance
recoverables and net income.
We estimate our valuation allowance by applying specific percentages against each reinsurance
recoverable based on our counterparty’s credit rating. The percentages applied are based on historical industry default statistics developed by major rating agencies and are then adjusted by us based on industry knowledge and our judgment
and estimates. We also apply case-specific valuation allowances against certain recoveries we deem unlikely to be collected in full. We then evaluate the overall adequacy of the valuation allowance based on other qualitative and judgmental
factors. At December 31, 2018, our reinsurance recoverable balance was $2.4 billion (2017 - $1.6 billion). Of this amount,
60.8% is fully collateralized by our reinsurers, 38.0% is recoverable from reinsurers rated A- or higher by major rating agencies and 1.2% is
recoverable from reinsurers rated lower than A- by major rating agencies (2017 - 54.5%, 44.5% and 1.0%, respectively). The increase in our reinsurance recoverable balance during 2018 was principally related to the 2018 Large Loss Events (as defined herein). Similarly, the increase during 2017 was primarily the result of reinsurance recoverables related to
Hurricanes Harvey, Irma and Maria and the Mexico City Earthquake (the “Q3 2017 Catastrophe Events”), the wildfires in
California during the fourth quarter of 2017 (the “Q4 2017 California Wildfires”) and losses associated with aggregate loss
contracts (the “2017 Aggregate Losses” and collectively with the Q3 2017
Catastrophe Events and the Q4 2017 California Wildfires, the “2017 Large Loss Events”). The reinsurers with the three largest balances accounted for 15.5%, 6.7% and 6.5%, respectively, of our reinsurance recoverable
balance at December 31, 2018 (2017 - 10.4%, 7.5% and 7.3%, respectively). The valuation allowance recorded against reinsurance recoverable was $9.0 million at
December 31, 2018 (2017 - $7.0
million). The three largest company-specific components of the valuation allowance represented
16.2%,
14.8% and
12.3%, respectively, of our total valuation allowance at December 31,
2018 (2017 - 11.1%, 9.2% and 8.4%, respectively).
Fair Value Measurements and
Impairments
Fair
Value
The use of fair value to measure certain assets and liabilities with resulting unrealized gains or losses
is pervasive within our consolidated financial statements. Fair value is defined under accounting guidance currently applicable to us 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. We recognize the change in unrealized gains and losses arising from changes in fair value in our consolidated statements of operations.
FASB ASC Topic Fair Value Measurements and Disclosures prescribes a fair value hierarchy that prioritizes the inputs to the respective valuation
techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to valuation techniques that use at least one
significant input that is unobservable (Level 3).
In certain cases, the inputs used to measure fair value may
fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the
fair value measurement of the asset or liability. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and we consider factors specific to the asset or
liability.
In order to determine if a market is active or inactive for a security, we consider a number of
factors, including, but not limited to, the spread between what a seller is asking for a security and what a buyer is bidding for the same security, the volume of trading activity for the security in question, the price of the security compared to
its par value (for fixed maturity investments), and other factors that may be indicative of market activity.
At December 31, 2018, we classified $59.5 million and $13.3
million of our assets and liabilities, respectively, at fair value on a recurring basis using Level 3 inputs. This represented 0.3% and 0.1% of our total assets and liabilities, respectively. Level 3 fair value measurements are based on valuation techniques that use at least one significant input that is unobservable. These measurements
are made under circumstances in which there is little, if any, market activity for the asset or liability. We use valuation models or other pricing techniques that require a variety of inputs including contractual terms, market prices and rates,
yield curves, credit curves, measures of volatility, prepayment rates and correlations of such inputs, some of which may be unobservable, to value these Level 3 assets and liabilities. Our assessment of the significance of a particular input to the
fair value measurement in its entirety requires judgment. In making the assessment, we considered factors specific to the asset or liability. In certain cases, the inputs used to measure fair value of an asset or a liability may fall into
different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety is classified is determined based on the lowest level input that is significant to the fair
value measurement of the asset or liability.
Refer to “Note 5. Fair Value Measurements in our Notes to the Consolidated Financial Statements” for additional information
about fair value
measurements.
Impairments
The amount and timing of asset impairment is subject to significant estimation techniques and is a critical accounting estimate for us. The significant impairment reviews we complete are for our
goodwill and other intangible assets and equity method investments, as described in more detail below.
Goodwill and Other Intangible
Assets
Goodwill and other intangible assets acquired are initially recorded at fair value. Subsequent to initial recognition,
finite lived other intangible assets are amortized over their estimated useful life, subject to impairment, and goodwill and indefinite lived other intangible assets are carried at the lower of cost or fair value, subject to impairment. If goodwill
or other intangible assets are impaired, they are written down to their estimated fair values with a corresponding expense reflected in our consolidated statements of
operations.
On March 2, 2015 we acquired Platinum and the transaction was accounted under the acquisition method of
accounting in accordance with FASB ASC Topic Business Combinations. Total consideration paid was allocated among acquired
assets and assumed liabilities based on their fair values. In connection with the acquisition of Platinum, we recognized identifiable finite lived intangible assets of $75.2 million, which are being amortized over their estimated useful lives from the date of acquisition, identifiable indefinite lived intangible assets of $8.4
million, and certain other adjustments to the fair values of the assets acquired, liabilities assumed and shareholders’ equity of Platinum at March 2, 2015.
In
addition, we recognized goodwill of $191.7 million primarily attributable to Platinum’s workforce and synergies expected to
result upon the integration of Platinum into our operations. Goodwill resulting from
the acquisition of Platinum will not be amortized but
instead will be tested for impairment at least annually, as outlined below (more frequently if certain indicators are present). Goodwill is assigned to the applicable reporting unit of the acquired entities giving rise to the goodwill and other
intangible assets.
We anticipate we will account for the acquisition of the TMR Group Entities under the acquisition method of
accounting in accordance with ASC Topic Business Combinations, under which the total consideration paid will be
allocated among acquired assets and assumed liabilities based on the fair values of the assets acquired and liabilities assumed. We anticipate that the purchase price paid will exceed the fair values of the net assets acquired, perhaps significantly
so, and the excess will be accounted for as goodwill. Intangible assets with definite lives will be amortized over their estimated useful lives. Goodwill resulting from the acquisition of the TMR Group Entities will not be amortized but instead will
be tested for impairment at least annually, as outlined below (more frequently, if certain indicators are present). In the event that we determine that the value of goodwill has become impaired, an accounting charge will be taken in the fiscal
quarter in which such determination is made.
We assess goodwill and other intangible assets for impairment in the fourth
quarter of each year, or more frequently if events or changes in circumstances indicate that the carrying amount may not be recoverable. For purposes of the annual impairment evaluation, we assess qualitative factors to determine if events or
circumstances exist that would lead us to conclude that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If we determine that it is not more likely than not that the fair value of a reporting unit
is less than its carrying amount, then we do not perform a quantitative evaluation. Should we determine that a quantitative analysis is required, we will first determine the fair value of the reporting unit and compare that with the carrying value,
including goodwill. If the fair value of the reporting unit exceeds its carrying amount, then goodwill is not considered impaired and no further analysis is required. If the carrying amount of a reporting unit exceeds its fair value, we then proceed
to determine the amount of the impairment charge, if any. There are many assumptions and estimates underlying the fair value calculation. Principally, we identify the reporting unit or business entity that the goodwill or other intangible asset is
attributed to, and review historical and forecasted operating and financial performance and other underlying factors affecting such analysis, including market conditions. Other assumptions used could produce significantly different results which may
result in a change in the value of goodwill or our other intangible assets and a related charge in our consolidated statements of operations. An impairment charge could be recognized in the event of a significant decline in the implied fair value of
those operations where the goodwill or other intangible assets are applicable. In the event we determine that the value of goodwill has become impaired, an accounting charge will be taken in the fiscal quarter in which such determination is made,
which could have a material adverse effect on our results of operations in the period in which the impairment charge is recorded. As at December 31,
2018, excluding the amounts recorded in investments in other ventures, under the equity method, as noted below, our consolidated balance sheets include $197.6 million of goodwill (2017 - $197.6
million) and $39.8 million of other
intangible assets (2017 - $45.6 million). Impairment charges related to these balances were $Nil during the year ended December 31, 2018 (2017 -
$Nil, 2016 - $Nil). In
the future, it is possible we will hold more goodwill, which would increase the degree of judgment and uncertainty embedded in our financial statements, and potentially increase the volatility of our reported
results.
Investments in Other Ventures, Under Equity
Method
Investments in which we have significant influence over the operating and financial policies of the investee are
classified as investments in other ventures, under equity method, and are accounted for under the equity method of accounting. Under this method, we record our proportionate share of income or loss from such investments in our results for the
period. Any decline in the value of investments in other ventures, under equity method, including goodwill and other intangible assets arising upon acquisition of the investee, considered by management to be other-than-temporary, is reflected in our
consolidated statements of operations in the period in which it is determined. As of December 31, 2018, we had $115.2
million (2017 - $102.0 million) in
investments in other ventures, under equity method on our consolidated balance sheets, including $10.6 million of goodwill and $17.1 million of other intangible assets (2017 – $7.8
million and $8.9 million). The carrying value of our investments in other ventures, under equity method, individually or in the aggregate, may, and likely will, differ from the realized value we may ultimately attain, perhaps
significantly so.
In determining whether an equity method investment is
impaired, we take into consideration a variety of factors including the operating and financial performance of the investee, the investee’s future business plans and projections, recent transactions and market valuations of publicly traded
companies where available, discussions with the investee’s management, and our intent and ability to hold the investment until it recovers in value. Accordingly, we make assumptions and estimates in assessing whether an impairment has occurred
and if, in the future, our assumptions and estimates made in assessing the fair value of these investments change, this could result in a material decrease in the carrying value of these investments. This would cause us to write-down the carrying
value of these investments and could have a material adverse effect on our results of operations in the period the impairment charge is taken. We do not have any current plans to dispose of these investments, and cannot assure you we will consummate
future transactions in which we realize the value at which these holdings are reflected in our financial statements. During the year ended December 31, 2018, we recorded $Nil (2017 - $Nil, 2016 - $Nil) of other-than-temporary impairment charges related to goodwill and other intangible assets associated with our investments in other ventures, under the equity method. Refer to “Note 3. Goodwill and Other Intangible Assets in our Notes to the Consolidated Financial Statements” for additional information.
Income
Taxes
Income taxes have been provided in accordance with the provisions of FASB ASC Topic Income Taxes. Deferred tax assets and liabilities result from temporary differences between the amounts recorded in our consolidated
financial statements and the tax basis of our assets and liabilities. Such temporary differences are primarily due to net operating loss carryforwards and GAAP versus tax basis accounting differences relating to reserves for claims and claim
expenses, deferred finance charges, accrued expenses, unearned premiums, deferred underwriting results, deferred acquisition expenses, amortization and depreciation and investments. The effect on deferred tax assets and liabilities of a change in
tax rates is recognized in income in the period that includes the enactment date. A valuation allowance against deferred tax assets is recorded if it is more likely than not that all, or some portion, of the benefits related to deferred tax assets
will not be realized.
As a result of the reduction in the U.S. corporate tax rate from 35% to 21% effective
January 1, 2018 pursuant to the Tax Bill, which was enacted on December 22, 2017, the Company recorded a $36.7 million write-down of
its deferred tax asset during the fourth quarter of 2017.
At December 31, 2018, our net deferred tax asset (prior to our valuation allowance) and valuation allowance were $99.9 million (2017 - $86.7 million) and $35.3
million (2017 - $30.0
million), respectively (see “Note 14. Taxation in our Notes to the
Consolidated Financial Statements” for additional information). At each balance sheet date, we assess the need to establish a valuation allowance that reduces the net deferred tax asset when it is more likely than not that all, or some
portion, of the deferred tax assets will not be realized. The valuation allowance assessment is performed separately in each taxable jurisdiction based on all available information including projections of future GAAP taxable income from each
tax-paying component in each tax jurisdiction. The majority of the valuation allowance relates to a substantial portion of our deferred tax assets in our Ireland, U.K., and Singapore operations as these operations have produced historical GAAP
taxable losses, among other facts. A small valuation allowance also continues to be recorded against finite lived tax carryforwards in our U.S. operations.
We have unrecognized tax benefits of $Nil as of December 31,
2018 (2017 - $Nil). Interest and penalties related to unrecognized tax benefits, would be recognized in income tax expense.
At December 31, 2018, interest and penalties accrued on unrecognized tax benefits were $Nil (2017 - $Nil). Income tax returns filed for tax years 2015 through 2017, 2014 through 2017, 2017, 2014
through 2017, and 2017, are open for examination by the IRS, Irish tax authorities, U.K. tax authorities, Singapore and Switzerland tax authorities, respectively. We do not expect the
resolution of these open years to have a significant impact on our consolidated statements of operations and financial condition.
SUMMARY OF RESULTS OF
OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December
31, |
2018 |
|
2017 |
|
2016 |
|
|
(in thousands, except per share amounts and
percentages) |
|
|
|
|
|
|
|
Statements of operations
highlights |
|
|
|
|
|
|
|
Gross premiums written |
$
|
3,310,427 |
|
|
$
|
2,797,540 |
|
|
$
|
2,374,576 |
|
|
|
Net premiums
written |
$ |
2,131,902 |
|
|
$ |
1,871,325 |
|
|
$ |
1,535,312 |
|
|
|
Net premiums earned |
$ |
1,976,129 |
|
|
$ |
1,717,575 |
|
|
$ |
1,403,430 |
|
|
|
Net claims and
claim expenses incurred |
1,120,018 |
|
|
1,861,428 |
|
|
530,831 |
|
|
|
Acquisition expenses |
432,989 |
|
|
346,892 |
|
|
289,323 |
|
|
|
Operational
expenses |
178,267 |
|
|
160,778 |
|
|
197,749 |
|
|
|
Underwriting income (loss) |
$ |
244,855
|
|
|
$ |
(651,523
|
) |
|
$ |
385,527
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income |
$ |
261,866 |
|
|
$ |
222,209 |
|
|
$ |
181,726 |
|
|
|
Net realized and
unrealized (losses) gains on investments |
(175,069 |
) |
|
135,822 |
|
|
141,328 |
|
|
|
Change in net unrealized gains on fixed maturity investments available for sale |
— |
|
|
— |
|
|
(1,870 |
) |
|
|
Total investment result |
$
|
86,797 |
|
|
$
|
358,031 |
|
|
$
|
321,184 |
|
|
|
|
|
|
|
|
|
|
|
Net income
(loss) |
$ |
268,917 |
|
|
$ |
(354,671 |
) |
|
$ |
630,048 |
|
|
|
Net income (loss) available (attributable) to RenaissanceRe common shareholders |
$ |
197,276 |
|
|
$ |
(244,770 |
) |
|
$ |
480,581 |
|
|
|
Net income (loss)
available (attributable) to RenaissanceRe common shareholders per common share – diluted |
$ |
4.91 |
|
|
$ |
(6.15 |
) |
|
$ |
11.43 |
|
|
|
Dividends per common share |
$ |
1.32 |
|
|
$ |
1.28 |
|
|
$ |
1.24 |
|
|
|
|
|
|
|
|
|
|
|
Key
ratios |
|
|
|
|
|
|
|
Net claims and
claim expense ratio – current accident year |
70.4 |
% |
|
110.8 |
% |
|
49.5 |
% |
|
|
Net claims and claim expense ratio – prior accident years |
(13.7
|
)%
|
|
(2.4
|
)%
|
|
(11.7
|
)%
|
|
|
Net claims and claim expense ratio – calendar
year |
56.7 |
% |
|
108.4 |
% |
|
37.8 |
% |
|
|
Underwriting expense
ratio |
30.9
|
% |
|
29.5
|
% |
|
34.7
|
% |
|
|
Combined ratio |
87.6 |
% |
|
137.9 |
% |
|
72.5 |
% |
|
|
Return on average common
equity |
4.7 |
% |
|
(5.7 |
)% |
|
11.0 |
% |
|
|
|
|
|
|
|
|
|
|
Book
value |
December 31, 2018 |
|
December 31, 2017 |
|
December 31, 2016 |
|
|
Book value per
common share |
$ |
104.13 |
|
|
$ |
99.72 |
|
|
$ |
108.45 |
|
|
|
Accumulated dividends per common share |
19.32
|
|
|
18.00
|
|
|
16.72
|
|
|
|
Book value per
common share plus accumulated dividends |
$ |
123.45 |
|
|
$ |
117.72 |
|
|
$ |
125.17 |
|
|
|
Change in book value per common share plus change in accumulated dividends |
5.7 |
% |
|
(6.9
|
)%
|
|
10.7 |
% |
|
|
|
|
|
|
|
|
|
|
Balance sheet highlights |
December 31, 2018 |
|
December 31, 2017 |
|
December 31, 2016 |
|
|
Total
assets |
$ |
18,676,196 |
|
|
$ |
15,226,131 |
|
|
$ |
12,352,082 |
|
|
|
Total shareholders’ equity attributable to RenaissanceRe |
$ |
5,045,080 |
|
|
$ |
4,391,375 |
|
|
$ |
4,866,577 |
|
|
|
|
|
|
|
|
|
|
Results of operations
for 2018 compared to 2017.
Net income available to RenaissanceRe common shareholders was $197.3
million in 2018, compared to a net loss attributable to RenaissanceRe common
shareholders of $244.8 million in 2017, an increase of $442.0 million. As a result of our net income available to RenaissanceRe common shareholders in 2018, we generated an annualized return on average common equity of 4.7% and our book value per common share increased from $99.72 at December 31, 2017 to $104.13 at
December 31, 2018, a
5.7% increase, after
considering the change in accumulated dividends paid to our common shareholders.
The most significant events
affecting our financial performance during 2018, on a comparative basis to
2017, include:
|
|
• |
Impact of Catastrophe Events - we
had a net negative impact on our net income available to RenaissanceRe common shareholders of $216.1 million from the Q3 2018 Catastrophe Events, the Q4 2018 Catastrophe Events, and the 2018
Aggregate Losses (each as defined herein and collectively, the “2018 Large Loss Events”), partially offset by a net positive impact of $129.8 million resulting from decreases in the estimates of the net negative impact of the 2017 Large Loss
Events , compared to a net negative impact of $720.2 million associated with
the 2017 Large Loss Events recorded in
2017;
|
|
|
• |
Underwriting Results - we generated underwriting income of $244.9 million and had a combined ratio of 87.6% in 2018, compared to an underwriting loss of $651.5 million and a combined ratio of 137.9%, in 2017. Our underwriting income in 2018 was comprised of $262.1 million of
underwriting income in our Property segment, partially offset by a $17.0 million underwriting loss in our Casualty and Specialty
segment.
|
Included in our underwriting results for 2018 were the 2018 Large Loss Events,
which had a net negative impact on our underwriting result of $340.2 million and added 18.6 percentage points to the combined ratio, partially offset by changes in the estimates of the 2017 Large Loss Events, which had a positive impact on the underwriting result of $157.8
million and reduced the combined ratio by 8.0 percentage points. In
addition, as a result of the Q4 2018 California Wildfires, the Company’s underwriting result was negatively impacted by certain
casualty liability exposures within the Casualty and Specialty segment. In comparison, in 2017 the underwriting result experienced a
net negative impact of $989.2 million, or an increase in the combined ratio of
59.4 percentage points, associated with the 2017 Large Loss Events;
|
|
• |
Non-recurring Reinsurance Transactions - our results for 2018 include certain large, non-recurring reinsurance transactions, which are reflected in
our Property segment and increased net premiums earned by $72.3 million and contributed $56.2 million to our net income available to RenaissanceRe common shareholders. While we expect these transactions to be non-recurring, we
believe they reflect our differentiated strategy, our capability to provide bespoke or large solutions for our clients and our continued focus on serving our clients with unique coverages;
|
|
|
• |
Gross Premiums Written - our
gross premiums written increased by $512.9 million, or 18.3%, to $3.3 billion in 2018, compared to 2017, driven primarily by increases of $320.5 million in the Property segment and $192.4 million in the Casualty and Specialty segment. Included in gross premiums written in 2018 were $94.5 million of reinstatement premiums written associated with the 2018 Large Loss Events and changes in the estimates of the 2017 Large Loss Events, and $102.3 million of gross premiums written associated with a large, non-recurring
reinsurance transaction, each principally within the Property segment. Included in the gross premiums written in 2017 were $180.2 million of reinstatement premiums written associated with the 2017 Large Loss Events;
|
|
|
• |
Investment Results - our total
investment result, which includes the sum of net investment income and net realized and unrealized gains and losses on investments, was $86.8 million in 2018, compared to $358.0 million in 2017, a decrease of $271.2 million. The decrease was primarily driven by net realized and unrealized losses
on investments of $175.1 million in
2018, compared to net realized and unrealized gains on investments of $135.8 million in 2017. The net realized and unrealized losses on investments in
2018 were driven by net realized and unrealized losses on the fixed maturity investments portfolio, and net realized and unrealized losses on the
equity investments trading portfolio. Partially offsetting these items was higher net investment income from our portfolios of fixed maturity investments trading and short term investments, primarily driven by higher average invested assets and the
impact of interest rate increases during recent periods;
and
|
|
|
• |
Net Income Attributable to Redeemable Noncontrolling Interests - our net income attributable to redeemable noncontrolling interests was $41.6 million in
2018, compared to a net loss attributable to redeemable noncontrolling interests of $132.3
million in 2017. The increase was principally due to DaVinciRe generating underwriting income
in 2018 compared to significant underwriting losses in 2017. Our ownership in DaVinciRe was 22.1% at both December 31, 2018 and December 31, 2017.
|
Results of operations for 2017
compared to 2016.
Net loss attributable to RenaissanceRe common shareholders was $244.8 million in 2017,
compared to net income available to RenaissanceRe common shareholders of $480.6 million in 2016, a decrease of $725.4 million. As a result of our net loss attributable to RenaissanceRe common shareholders in 2017, our annualized return on average
common equity was negative 5.7% and our book value per common share decreased from $108.45 at December 31, 2016 to $99.72 at December 31, 2017, a 6.9% decrease, after considering the change in accumulated dividends paid to our common
shareholders, and the impact of repurchasing an aggregate of 1.3 million common shares in open market transactions.
The most significant events affecting our financial performance during 2017, on a comparative basis to 2016, include:
|
|
• |
Underwriting Loss - Primarily as a
result of 2017 Large Loss Events, we incurred an underwriting loss of $651.5
million and a combined ratio of 137.9% in 2017, compared to generating underwriting income of $385.5 million and a combined ratio of 72.5%, respectively, in 2016. Our underwriting loss in 2017 was comprised of an underwriting loss of $574.9 million
in our Property segment, and an underwriting loss of $78.2 million in our Casualty and Specialty segment.
|
The 2017 Large Loss Events resulted in $959.8 million of underwriting losses in our Property
segment, or 110.5 percentage points on its combined ratio in 2017, and $29.4 million of underwriting losses in our Casualty and Specialty segment, or 3.7 percentage points on its combined ratio in 2017. See below for additional information regarding
the net negative impact of the 2017 Large Loss Events. Our underwriting results are discussed in additional detail below in
“Underwriting Results by Segment”;
|
|
• |
Income Tax Expense - we recognized
$26.5 million of income tax expense in 2017, compared to $0.3 million in 2016, representing a $26.1 million increase in income tax expense. The increase in income tax expense was principally driven by a write-down of a portion of our deferred tax
asset during the fourth quarter of 2017 of $36.7 million as a result of the reduction in the U.S. corporate tax rate from 35% to 21% effective January 1, 2018 pursuant to the Tax Bill, which was enacted on December 22, 2017. Partially offsetting
this income tax expense was an income tax benefit associated with pre-tax GAAP losses in our U.S.-based operations primarily due to underwriting losses associated with 2017 Large Loss Events, compared to pre-tax GAAP income in our U.S.-based operations in 2016; partially offset by
|
|
|
• |
Net Loss Attributable to Redeemable Noncontrolling Interests - our net loss attributable to redeemable noncontrolling interests was $132.3 million in 2017, compared to net income attributable to redeemable noncontrolling interests of $127.1 million in 2016. The
decrease was principally due to significant underwriting losses associated with the 2017 Large Loss Events incurred by DaVinciRe, and a decrease in
our ownership in DaVinciRe to 22.1% at December 31, 2017, compared to 24.0% at December 31, 2016; and
|
|
|
• |
Investment Results - our total
investment result, which includes the sum of net investment income, net realized and unrealized gains on investments, and the change in net unrealized gains on fixed maturity investments available for sale, was $358.0 million in 2017, compared to
$321.2 million in 2016, an increase of $36.8 million. Our fixed maturity investment portfolio generated higher net investment income during 2017, compared to 2016, principally driven by higher average invested assets and the impact of interest rate
increases during the current year. In addition, our portfolio of other investments experienced higher returns during 2017, compared to 2016, principally driven by our private equity investments. We also experienced a $24.2 million increase in net
realized and unrealized gains on equity investments trading driven by positive returns in the global equity markets, combined with the strong performance of a number of our equity
positions.
|
Net Negative
Impact
Net negative impact includes the sum of estimates of net claims and claim expenses incurred, earned reinstatement
premiums assumed and ceded, lost profit commissions and redeemable noncontrolling interest. Our estimates of net negative impact are based on a review of our potential exposures, preliminary discussions with certain counterparties and catastrophe
modeling techniques. Our actual net negative impact, both individually and in the aggregate, will vary from these estimates, perhaps materially. Changes in these estimates will be recorded in the period in which they
occur.
Meaningful uncertainty remains regarding the estimates, and the nature and extent of the losses,
associated with Typhoons Jebi, Mangkhut and Trami, Hurricane Florence and the wildfires in California during the third quarter of 2018 (collectively, the Q3 2018 Catastrophe Events”), Hurricane Michael and the wildfires in California during the fourth quarter of 2018
(the “Q4 2018 California Wildfires” and, together with Hurricane Michael, the “Q4 2018 Catastrophe Events”) driven by the magnitude and recent occurrence of each event, relatively limited claims data received to date, the
contingent nature of business interruption and other exposures, potential uncertainties relating to reinsurance recoveries and other factors inherent in loss estimation, among other things.
The financial data below provides additional information detailing the net negative impact of the Q3 2018 Catastrophe Events, the Q4 2018 Catastrophe Events and certain losses associated with aggregate loss contracts (the “2018 Aggregate Losses”) and the net positive impact of changes in estimates of the net negative impact of the 2017 Large Loss Events on our consolidated financial statements in 2018.
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|
|
|
|
Year ended December 31,
2018 |
Q3 2018 Catastrophe Events (1) |
|
Q4 2018 Catastrophe Events (2) |
|
2018 Aggregate Losses |
|
Total 2018 Large Loss Events |
|
Changes in Estimates of the 2017 Large Loss Events (3) |
|
Total |
|
|
(in thousands, except percentages) |
|
|
|
|
|
|
|
|
|
|
|
|
|
(Increase) decrease in net claims and claims expenses incurred |
$ |
(152,672 |
) |
|
$ |
(232,702 |
) |
|
$ |
(54,818 |
) |
|
$ |
(440,192 |
) |
|
$ |
187,484 |
|
|
$ |
(252,708 |
) |
|
|
Net reinstatement
premiums earned |
26,956 |
|
|
59,660 |
|
|
2 |
|
|
86,618 |
|
|
(18,376 |
) |
|
68,242 |
|
|
|
Lost (earned) profit commissions |
2,279
|
|
|
11,971
|
|
|
(900
|
)
|
|
13,350
|
|
|
(11,355
|
)
|
|
1,995
|
|
|
|
Net (negative)
positive impact on underwriting result |
(123,437 |
) |
|
(161,071 |
) |
|
(55,716 |
) |
|
(340,224 |
) |
|
157,753 |
|
|
(182,471 |
) |
|
|
Redeemable noncontrolling interest - DaVinciRe |
20,815
|
|
|
87,245
|
|
|
16,035
|
|
|
124,095
|
|
|
(27,983
|
)
|
|
96,112
|
|
|
|
Net (negative)
positive impact on net income available to RenaissanceRe common shareholders |
$
|
(102,622 |
)
|
|
$
|
(73,826 |
)
|
|
$
|
(39,681 |
)
|
|
$
|
(216,129 |
)
|
|
$
|
129,770 |
|
|
$
|
(86,359 |
)
|
|
|
Percentage point impact on consolidated combined ratio |
6.5
|
|
|
8.8
|
|
|
2.8
|
|
|
18.6
|
|
|
(8.0
|
) |
|
10.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (negative) positive impact on Property segment underwriting result |
$ |
(121,875 |
) |
|
$ |
(161,071 |
) |
|
$ |
(55,716 |
) |
|
$ |
(338,662 |
) |
|
$ |
145,724 |
|
|
$ |
(192,938 |
) |
|
|
Net (negative)
positive impact on Casualty and Specialty segment underwriting result (4) |
(1,562 |
) |
|
— |
|
|
— |
|
|
(1,562 |
) |
|
12,029 |
|
|
10,467 |
|
|
|
Net (negative) positive impact on underwriting result |
$ |
(123,437
|
) |
|
$ |
(161,071
|
) |
|
$ |
(55,716
|
) |
|
$ |
(340,224
|
) |
|
$ |
157,753
|
|
|
$ |
(182,471
|
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Q3 2018 Catastrophe Events includes Typhoons Jebi, Mangkhut and Trami, Hurricane Florence and the wildfires
in California during the third quarter of 2018. |
|
|
(2) |
Q4 2018 Catastrophe Events includes Hurricane Michael and the wildfires in California during the fourth
quarter of 2018. |
|
|
(3) |
An initial estimate of the net negative impact of the
2017 Large Loss Events was recorded in our consolidated financial statements during 2017. The amounts noted in the table above reflect
changes in the estimates of the net negative impact of the 2017 Large Loss Events recorded in 2018.
|
|
|
(4) |
Impact on Casualty and Specialty segment result includes loss estimates from catastrophe exposed contracts
within certain specialty lines of business (i.e., energy, marine, and regional multi-line business). Amounts shown for the Q4 2018 Catastrophe Events, which includes the Q4 2018 California Wildfires, do not reflect impacts from certain casualty
liability exposures within the Casualty and Specialty segment associated with the Q4 2018 California Wildfires, as different actuarial
techniques are used to estimate losses related to such
exposures.
|
The financial data below provides additional details regarding the net negative impact of the 2017 Large Loss Events on our consolidated financial statements in 2017.
|
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|
Year ended
December 31, 2017 |
2017 Large Loss Events (1) |
|
|
(in thousands, except percentages) |
|
|
|
Net claims and claim expenses incurred |
$ |
(1,166,295 |
) |
|
|
Net reinstatement
premiums earned |
145,154 |
|
|
|
Earned profit commissions |
31,944
|
|
|
|
Net negative
impact on underwriting result |
(989,197 |
) |
|
|
Redeemable noncontrolling interest - DaVinciRe |
268,952
|
|
|
|
Net negative
impact |
$
|
(720,245 |
)
|
|
|
Percentage point impact on consolidated combined ratio |
59.4
|
|
|
|
|
|
|
|
Net negative impact on Property segment underwriting result |
$ |
(959,762 |
) |
|
|
Net negative
impact on Casualty and Specialty segment underwriting result |
(29,435 |
) |
|
|
Net negative impact on underwriting result |
$ |
(989,197
|
) |
|
|
|
|
|
|
|
(1) |
2017 Large Loss Events includes Hurricanes Harvey, Irma and Maria and the Mexico City Earthquake, the
wildfires in California during the fourth quarter of 2017 and losses associated with aggregate loss contracts. |
Underwriting Results by
Segment
Property
Segment
Below is a summary of the underwriting results and ratios for our Property
segment:
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|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December
31, |
2018 |
|
2017 |
|
2016 |
|
|
(in thousands, except percentages) |
|
|
|
|
|
|
|
Gross premiums
written |
$
|
1,760,926 |
|
|
$
|
1,440,437 |
|
|
$
|
1,111,263 |
|
|
|
Net premiums written |
$ |
1,055,188 |
|
|
$ |
978,014 |
|
|
$ |
725,321 |
|
|
|
Net premiums
earned |
$ |
1,050,831 |
|
|
$ |
931,070 |
|
|
$ |
720,951 |
|
|
|
Net claims and claim expenses
incurred |
497,895 |
|
|
1,297,985 |
|
|
151,545 |
|
|
|
Acquisition
expenses |
177,912 |
|
|
113,816 |
|
|
97,594 |
|
|
|
Operational expenses |
112,954 |
|
|
94,194 |
|
|
108,642 |
|
|
|
Underwriting income
(loss) |
$
|
262,070 |
|
|
$
|
(574,925 |
)
|
|
$
|
363,170 |
|
|
|
|
|
|
|
|
|
|
|
Net claims and claim expenses incurred – current accident year |
$ |
719,185 |
|
|
$ |
1,343,581 |
|
|
$ |
256,421 |
|
|
|
Net claims and
claim expenses incurred – prior accident years |
(221,290 |
) |
|
(45,596 |
) |
|
(104,876 |
) |
|
|
Net claims and claim expenses incurred – total |
$
|
497,895 |
|
|
$
|
1,297,985 |
|
|
$
|
151,545 |
|
|
|
|
|
|
|
|
|
|
|
Net claims and claim expense ratio – current accident year |
68.4 |
% |
|
144.3 |
% |
|
35.6 |
% |
|
|
Net claims and
claim expense ratio – prior accident years |
(21.0 |
)% |
|
(4.9 |
)% |
|
(14.6 |
)% |
|
|
Net claims and claim expense ratio – calendar year |
47.4 |
% |
|
139.4 |
% |
|
21.0 |
% |
|
|
Underwriting
expense ratio |
27.7 |
% |
|
22.3 |
% |
|
28.6 |
% |
|
|
Combined ratio |
75.1
|
% |
|
161.7
|
% |
|
49.6
|
% |
|
|
|
|
|
|
|
|
|
Property Gross Premiums
Written
In 2018,
our Property segment gross premiums written increased by $320.5 million, or 22.2%, to $1.8 billion, compared to $1.4 billion in
2017.
Gross
premiums written in the catastrophe class of business were $1.3 billion in
2018, an increase of
$244.9 million, or 22.2%,
compared to 2017. Included in the catastrophe class of business in 2018 were $102.3 million of gross premiums written associated with large, non-recurring
reinsurance transactions and $95.5 million of reinstatement premiums written primarily associated with the 2018 Large Loss Events and changes in the estimates of the net negative impact of the 2017
Large Loss Events. In comparison, 2017 included $172.4 million of reinstatement premiums written associated with the 2017 Large Loss
Events. Excluding the reinstatement premiums written in each period associated with the respective catastrophe events, gross premiums written in the catastrophe class of business would have
increased $321.8 million,
or 34.5%, which was primarily a result of expanded participation on existing transactions and certain new transactions we believe have
comparably attractive risk-return attributes, including the large, non-recurring reinsurance transactions noted above.
Gross
premiums written in the other property class of business were $411.6 million in
2018, an increase of
$75.6 million, or 22.5%,
compared to 2017. The increase in gross premiums written in the other property class of business was primarily driven by growth across our
underwriting platforms, both from existing relationships and through new opportunities we believe have comparably attractive risk-return attributes.
In 2017, our Property segment gross premiums written increased by $329.2 million, or 29.6%, to $1.4 billion, compared to $1.1 billion in 2016. Included in gross premiums written in the Property segment in
2017 were $175.1 million of reinstatement premiums written primarily associated with the 2017 Large Loss Events, compared to 2016 which
included $21.4 million of reinstatement premiums written associated with a wildfire originating near Fort McMurray, Alberta (the “Fort McMurray Wildfire”), a number of weather-related events in Texas (the “2016 Texas Events”)
and Hurricane Matthew.
Gross premiums written in the catastrophe class of business were $1.1 billion in 2017,
an increase of $220.1 million, or 24.9%, compared to 2016. Included in gross premiums written in the catastrophe class of business in 2017 were $172.4 million of reinstatement premiums written primarily associated with the 2017 Large Loss Events, compared to 2016 which included $21.4 million of reinstatement premiums written associated with the Fort McMurray Wildfire, 2016
Texas Events and Hurricane Matthew. Overall, market conditions remained challenging during 2017 in the catastrophe class of business. However, we were able to increase our participation on a select number of transactions we believe have comparably
attractive risk-return attributes and enter into certain new contracts following the occurrence of certain large events in the third quarter of 2017, while continuing to exercise underwriting discipline given prevailing market terms and conditions.
Certain of these contracts were for partial periods of an original exposure period.
Gross premiums written in
the other property class of business were $336.0 million in 2017, an increase of $109.1 million, or 48.1%, compared to 2016. The increase in gross premiums written in the other property class of business were driven in large part by proportional and
delegated authority business where we were able to increase our participation on a select number of transactions and enter into certain new transactions we believe have comparably attractive risk-return
attributes.
Our Property segment gross premiums written continue to be characterized by a large percentage of
U.S. and Caribbean premium, as we have found business derived from exposures in Europe, Asia and the rest of the world to be, in general, less attractive on a risk-adjusted basis during recent periods. A significant amount of our U.S. and Caribbean
premium provides coverage against windstorms, notably U.S. Atlantic windstorms, as well as earthquakes and other natural and man-made catastrophes.
Property Ceded Premiums Written
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December
31, |
2018 |
|
2017 |
|
2016 |
|
|
(in thousands) |
|
|
|
|
|
|
|
Ceded premiums written - Property |
$
|
705,738 |
|
|
$
|
462,423 |
|
|
$
|
385,942 |
|
|
|
|
|
|
|
|
|
|
Ceded premiums written in our
Property segment increased by $243.3 million, to $705.7 million, in 2018, compared to $462.4 million in
2017. The increase in ceded premiums written was principally due to a
significant portion of the increase in
gross premiums written in the catastrophe class of business noted above being ceded through our managed joint venture, Upsilon RFO, combined with increased purchases of retrocessional reinsurance as part of the management of our risk
portfolio.
Ceded premiums written in our Property segment increased $76.5 million to $462.4 million in 2017,
compared to $385.9 million in 2016, primarily reflecting increased purchases of retrocessional reinsurance as part of the management of our risk portfolio and $32.8 million of ceded reinstatement premiums written associated with the 2017 Large Loss Events.
Due to
the potential volatility of the reinsurance contracts which we sell, we purchase reinsurance to reduce our exposure to large losses and to help manage our risk portfolio. To the extent that appropriately priced coverage is available, we anticipate
continued use of retrocessional reinsurance to reduce the impact of large losses on our financial results and to manage our portfolio of risk; however, the buying of ceded reinsurance in our Property segment is based on market opportunities and is
not based on placing a specific reinsurance program each year. In addition, in future periods we may utilize the growing market for insurance-linked securities to expand our purchases of retrocessional reinsurance if we find the pricing and terms of
such coverages attractive.
Property Underwriting
Results
Our Property segment generated underwriting
income of $262.1 million in 2018, compared to an underwriting loss of $574.9 million in 2017, an improvement of $837.0
million. In 2018, our Property segment generated a net claims and claim expense
ratio of 47.4%, an underwriting expense ratio of 27.7% and a combined ratio of 75.1%, compared to 139.4%, 22.3% and 161.7%, respectively, in
2017.
Principally impacting the Property segment underwriting result and combined ratio in
2018 were the 2018 Large Loss Events, which resulted in a net negative impact on the underwriting result of $338.7 million, and a
corresponding increase in the combined ratio of 37.4 percentage points. This was partially offset by a net positive impact on the
underwriting result associated with changes in the estimates of the net negative impact on the underwriting result of the 2017 Large Loss Events of $145.7 million, and a corresponding decrease in the combined ratio of 14.0 percentage points. In comparison,
2017 was impacted by the 2017 Large Loss Events which resulted in a net negative impact on the underwriting result of $959.8 million and
added 110.5 percentage points to the Property segment combined ratio.
Primarily as a result of changes in the
estimates of the net negative impact of the 2017 Large Loss Events noted above, the Property segment experienced net favorable development on prior accident years net claims and claim expenses of $221.3
million, or 21.0 percentage points, during 2018, compared to $45.6 million, or
4.9 percentage points, in 2017. See “Part II, Item 7. Summary of Critical Accounting Estimates, Claims and Claim Expense Reserves” and “Note 7.
Reserve for Claims and Claim Expenses in our Notes to the Consolidated Financial Statements” for additional discussion of our reserving techniques and prior year development of net claims and claim
expenses.
Our Property segment incurred an underwriting loss of $574.9 million in 2017, compared to generating
underwriting income of $363.2 million in 2016, a decrease of $938.1 million. In 2017, our Property segment generated a net claims and claim expense ratio of 139.4%, an underwriting expense ratio of 22.3% and a combined ratio of 161.7%, compared to
21.0%, 28.6% and 49.6%, respectively, in 2016.
Principally impacting our Property segment underwriting result
and combined ratio in 2017 were the 2017 Large Loss Events, which resulted in an underwriting loss of $959.8 million and added 110.5
percentage points to the combined ratio. The underwriting result and combined ratio in 2016 were impacted by the 2016 Texas Events, the Fort McMurray Wildfire and Hurricane Matthew, which resulted in $101.0 million of underwriting losses and added
17.9 percentage points to our Property segment combined ratio. Partially offsetting the impact of the 2017 Large Loss Events was a 6.3
percentage point decrease in the underwriting expense ratio, from 28.6% in 2016 to 22.3% in 2017, driven in part by a decrease in operating expenses reflecting lower compensation expenses, combined with an increase in net premiums earned driven in
large part by the reinstatement premiums written noted above.
Our Property segment experienced favorable
development on prior accident years net claims and claim expenses of $45.6 million, or 4.9 percentage points, in 2017, compared to $104.9 million, or 14.6 percentage points, in 2016. See
“Part II, Item 7. Summary of Critical Accounting Estimates, Claims and Claim Expense Reserves” and “Note 7. Reserve for Claims and Claim Expenses in our Notes to the
Consolidated Financial Statements”
for additional discussion of our reserving techniques and prior year development of net claims and claim expenses.
Casualty and Specialty
Segment
Below is a summary of the underwriting results and ratios for our Casualty and Specialty
segment:
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|
|
|
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|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
Year ended December
31, |
2018 |
|
2017 |
|
2016 |
|
|
(in thousands, except percentages) |
|
|
|
|
|
|
|
Gross premiums
written |
$
|
1,549,501 |
|
|
$
|
1,357,110 |
|
|
$
|
1,263,313 |
|
|
|
Net premiums written |
$ |
1,076,714 |
|
|
$ |
893,307 |
|
|
$ |
809,848 |
|
|
|
Net premiums
earned |
$ |
925,298 |
|
|
$ |
786,501 |
|
|
$ |
682,337 |
|
|
|
Net claims and claim expenses
incurred |
622,320 |
|
|
565,026 |
|
|
380,396 |
|
|
|
Acquisition
expenses |
255,079 |
|
|
233,077 |
|
|
191,729 |
|
|
|
Operational expenses |
64,883 |
|
|
66,548 |
|
|
88,984 |
|
|
|
Underwriting (loss)
income |
$ |
(16,984
|
) |
|
$ |
(78,150
|
) |
|
$ |
21,228
|
|
|
|
|
|
|
|
|
|
|
|
Net claims and claim expenses incurred – current accident year |
$ |
671,582 |
|
|
$ |
558,843 |
|
|
$ |
438,536 |
|
|
|
Net claims and
claim expenses incurred – prior accident years |
(49,262 |
) |
|
6,183 |
|
|
(58,140 |
) |
|
|
Net claims and claim expenses incurred – total |
$ |
622,320
|
|
|
$ |
565,026
|
|
|
$ |
380,396
|
|
|
|
|
|
|
|
|
|
|
|
Net claims and claim expense ratio – current accident year |
72.6 |
% |
|
71.1 |
% |
|
64.3 |
% |
|
|
Net claims and
claim expense ratio – prior accident years |
(5.3 |
)% |
|
0.7 |
% |
|
(8.6 |
)% |
|
|
Net claims and claim expense ratio – calendar year |
67.3 |
% |
|
71.8 |
% |
|
55.7 |
% |
|
|
Underwriting
expense ratio |
34.5 |
% |
|
38.1 |
% |
|
41.2 |
% |
|
|
Combined ratio |
101.8 |
% |
|
109.9 |
% |
|
96.9 |
% |
|
|
|
|
|
|
|
|
|
Casualty and Specialty
Gross Premiums Written – In 2018, our Casualty and Specialty segment gross
premiums written increased by $192.4 million, or 14.2%, to $1.5 billion, compared to $1.4 billion in
2017. The increase was principally due to selective growth from new business opportunities across various classes of business in our
Casualty and Specialty segment. Much of this growth is a result of our differentiated strategy to provide bespoke customer solutions, which may be non-recurring.
In 2017, our Casualty and Specialty segment gross premiums written increased $93.8 million, or 7.4%, to $1.4 billion, compared to $1.3 billion in 2016. The $93.8 million increase was principally due to
selective growth from existing business and private placements within certain of our casualty lines of business, partially offset by a decrease in financial lines of business primarily as a result of a large, in-force multi-year mortgage reinsurance
contract written in 2016, that did not reoccur in 2017. Financial lines of business, and more specifically, mortgage reinsurance, are prone to significant gross premiums written volatility and can be influenced by a small number of relatively large
transactions.
Our relative mix of business between proportional business and excess of loss business has
fluctuated in the past and will likely continue to do so in the future. Proportional business typically has relatively higher premiums per unit of expected underwriting income, together with a higher combined ratio, than traditional excess of
loss reinsurance. In addition, proportional coverage tends to be exposed to relatively more attritional, and frequent, losses, while being subject to less expected severity. Moreover, market conditions for our Casualty and Specialty segment
have been impacted by a trend towards increased ceding commissions on our assumed proportional reinsurance.
Casualty and Specialty
Ceded Premiums Written
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December
31, |
2018 |
|
2017 |
|
2016 |
|
|
(in thousands) |
|
|
|
|
|
|
|
Ceded premiums written - Casualty and Specialty |
$
|
472,787 |
|
|
$
|
463,803 |
|
|
$
|
453,465 |
|
|
|
|
|
|
|
|
|
|
Ceded premiums written in our
Casualty and Specialty segment increased by $9.0 million, to $472.8 million, in 2018, compared to $463.8 million in
2017, primarily resulting from increases in gross premiums written subject to our retrocessional quota share reinsurance programs utilized
as part of the management of our risk portfolio.
Ceded premiums written in our Casualty and Specialty segment
increased $10.3 million, to $463.8 million, in 2017, compared to $453.5 million in 2016, primarily as a result of increased gross premiums written subject to our retrocessional quota share reinsurance programs utilized as part of the management of
our risk portfolio.
As in our Property segment, the buying of ceded reinsurance in our Casualty and Specialty segment is based
on market opportunities and is not based on placing a specific reinsurance program each year.
Casualty and
Specialty Underwriting Results
Our Casualty and Specialty segment
incurred an underwriting loss of $17.0 million in 2018, compared to an underwriting loss of $78.2 million in 2017. In 2018, our Casualty and Specialty segment generated a net claims and claim expense ratio of
67.3%, an underwriting expense ratio of 34.5% and a combined ratio of 101.8%, compared to 71.8%, 38.1% and 109.9%, respectively, in
2017.
The decrease in our Casualty and Specialty segment’s combined ratio was driven by
decreases of 4.5 percentage points in the net claims and claim expense ratio and and 3.6 percentage points in the underwriting expense ratio in 2018, compared to
2017.
The decrease in our Casualty and Specialty segment net claims and claim expense ratio was principally due to favorable development of prior accident year losses of $49.3 million, or 5.3 percentage
points during 2018, as compared to net adverse development of $6.2 million, or 0.7 percentage points, in
2017. The net favorable development during 2018 was principally driven by reported losses coming in lower than expected compared to 2017,
which experienced adverse development associated with the decrease in the Ogden Rate during the period. See “Part II, Item 7. Summary of Critical Accounting Estimates, Claims and Claim
Expense Reserves” and “Note 7. Reserve for Claims and Claim Expenses in our Notes to the Consolidated Financial Statements” for additional discussion of our reserving techniques and prior year development of net claims and claim
expenses.
The underwriting expense ratio in our Casualty and Specialty segment decreased 3.6 percentage points to
34.5% in 2018, compared
to 38.1% in 2017, due to
decreases in both the net acquisition ratio and the operating expense ratio, with the latter being due to improved operating leverage .
Our Casualty and Specialty segment incurred an underwriting loss of $78.2 million in 2017, compared to underwriting income of $21.2 million in 2016. In 2017, our Casualty and Specialty segment generated a
combined ratio of 109.9%, compared to 96.9% in 2016. The increase in the Casualty and Specialty segment’s combined ratio was driven by a 16.1 percentage point increase in the net claims and claim expense ratio, from 55.7% in 2016 to 71.8% in
2017. Offsetting the increase in the net claims and claim expenses ratio was a 3.1 percentage point decrease in the underwriting expense ratio, from 41.2% in 2016 to 38.1% in 2017, driven in part by a decrease in operating expenses reflecting lower
compensation expenses, combined with an increase in net premiums earned as we selectively grew the
business.
Current accident year net claims and claim expenses in the Casualty and Specialty segment were
primarily impacted by net claims and claim expenses from the 2017 Large Loss Events, combined with higher attritional net claims and claim
expenses.
Our Casualty and Specialty segment experienced adverse development on prior accident years net claims
and claim expenses of $6.2 million, or 0.7 percentage points, during 2017, compared to favorable development of $58.1 million, or 8.6 percentage points, in 2016.
See “Part II, Item 7. Summary of Critical Accounting Estimates, Claims and Claim Expense Reserves” and “Note 7. Reserve for Claims and Claim
Expenses
in our Notes to the Consolidated Financial Statements” for additional discussion of our reserving techniques and prior year development of net claims and claim
expenses.
Fee Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December
31, |
2018 |
|
2017 |
|
2016 |
|
|
(in thousands) |
|
|
|
|
|
|
|
Management
fee income |
|
|
|
|
|
|
|
Joint ventures |
$ |
26,387 |
|
|
$ |
15,358 |
|
|
$ |
19,919 |
|
|
|
Managed funds
|
11,462 |
|
|
3,659 |
|
|
2,381 |
|
|
|
Structured reinsurance products |
33,312 |
|
|
31,177 |
|
|
28,643 |
|
|
|
Total
management fee income |
71,161 |
|
|
50,194 |
|
|
50,943 |
|
|
|
|
|
|
|
|
|
|
|
Performance
fee income |
|
|
|
|
|
|
|
Joint ventures |
$ |
15,093 |
|
|
$ |
9,429 |
|
|
$ |
19,429 |
|
|
|
Managed funds
|
62 |
|
|
197 |
|
|
1,758 |
|
|
|
Structured reinsurance products |
3,580 |
|
|
4,719 |
|
|
30,231 |
|
|
|
Total
performance fee income (1) |
18,735 |
|
|
14,345 |
|
|
51,418 |
|
|
|
Total fee income |
$ |
89,896
|
|
|
$ |
64,539
|
|
|
$ |
102,361
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Performance fees are based on the performance of the individual vehicles and/or product, and could be
negative in any given quarter when large losses occur, which can result in the reversal of previously accrued performance
fees.
|
Total fee income is earned through third-party capital management as well as various joint ventures and
certain structured retrocession agreements to which we are a party. Joint ventures include DaVinciRe, Top Layer Re, Vermeer and certain entities investing in Langhorne. Managed funds include Upsilon Fund and Medici. Structured reinsurance products
include Fibonacci Re, as well as certain other reinsurance contracts which transfer risk to capital.
In 2018, total fee income
increased $25.4 million,
to $89.9 million, compared to $64.5 million in 2017, primarily driven by an increase in the dollar value of capital being managed. In
addition, certain of our joint ventures, namely DaVinciRe, were significantly more profitable in 2018 compared to 2017.
In
2017, total fee income
decreased $37.8 million,
to $64.5 million, compared to $102.4 million in 2016, primarily the result of higher net claims and claims expenses experienced by our
joint venture related vehicles during 2017, compared to 2016, which reduced our performance fee income.
Net Investment
Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December
31, |
2018 |
|
2017 |
|
2016 |
|
|
(in thousands) |
|
|
|
|
|
|
|
Fixed maturity
investments |
$ |
211,973 |
|
|
$ |
179,624 |
|
|
$ |
160,661 |
|
|
|
Short term investments |
33,571 |
|
|
11,082 |
|
|
5,127 |
|
|
|
Equity investments
trading |
4,474 |
|
|
3,628 |
|
|
4,235 |
|
|
|
Other investments |
|
|
|
|
|
|
|
Private equity
investments |
477 |
|
|
33,999 |
|
|
6,155 |
|
|
|
Other |
22,475 |
|
|
8,067 |
|
|
20,181 |
|
|
|
Cash and cash
equivalents |
3,810
|
|
|
1,196
|
|
|
788
|
|
|
|
|
276,780 |
|
|
237,596 |
|
|
197,147 |
|
|
|
Investment
expenses |
(14,914 |
) |
|
(15,387 |
) |
|
(15,421 |
) |
|
|
Net investment income |
$
|
261,866 |
|
|
$
|
222,209 |
|
|
$
|
181,726 |
|
|
|
|
|
|
|
|
|
|
Net investment income was
$261.9 million in 2018,
compared to $222.2 million in 2017, an increase of $39.7 million. Impacting our net investment income for 2018 were higher average invested assets in our
fixed maturity and short term investment portfolios, combined with the impact of interest rate increases during recent periods. In addition, our catastrophe bonds, which are included in other investments, experienced an increase in net investment
income as these investments benefited from higher interest rates and higher invested assets, and were less impacted by the catastrophe events in 2018, compared to 2017. Partially offsetting these items were lower returns in our portfolio of
private equity investments in 2018 compared to 2017.
Net investment income was $222.2 million in 2017, compared to
$181.7 million in 2016, an increase of $40.5 million. Impacting our net investment income for 2017 were improved returns in our portfolio of private equity investments and higher net investment income in our portfolio of fixed maturity investments
primarily driven by higher average invested assets, partially offset by lower unrealized gains in our other investment portfolio, specifically our catastrophe bond portfolio, which was impacted by a number of large catastrophe events occurring in
2017.
Low interest rates in preceding periods lowered the yields at which assets were invested relative to
historical levels. In more recent periods, increases in interest rates should have a positive impact on future investment income.
Our private equity and other investment portfolios are accounted for at fair value with the change in fair value recorded in net investment income, which included net unrealized losses of $8.3 million in 2018, and net unrealized gains of $24.7 million and $11.5 million in 2017 and 2016,
respectively.
Net Realized and Unrealized (Losses)
Gains on Investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December
31, |
2018 |
|
2017 |
|
2016 |
|
|
(in thousands) |
|
|
|
|
|
|
|
Gross realized
gains |
$ |
21,284 |
|
|
$ |
49,121 |
|
|
$ |
72,739 |
|
|
|
Gross realized losses |
(91,098 |
) |
|
(38,832 |
) |
|
(38,315 |
) |
|
|
Net realized (losses) gains
on fixed maturity investments |
(69,814 |
) |
|
10,289 |
|
|
34,424 |
|
|
|
Net unrealized
(losses) gains on fixed maturity investments trading |
(57,310 |
) |
|
8,479 |
|
|
26,954 |
|
|
|
Net realized and unrealized (losses) gains on investments-related derivatives |
(8,784 |
) |
|
(2,490 |
) |
|
(15,414 |
) |
|
|
Net realized
gains on equity investments trading |
27,739 |
|
|
80,027 |
|
|
14,190 |
|
|
|
Net unrealized (losses) gains on equity investments trading |
(66,900 |
) |
|
39,517 |
|
|
81,174 |
|
|
|
Net realized and
unrealized (losses) gains on investments |
$
|
(175,069 |
)
|
|
$
|
135,822 |
|
|
$
|
141,328 |
|
|
|
|
|
|
|
|
|
|
Our investment portfolio
strategy seeks to preserve capital and provide us with a high level of liquidity. A large majority of our investments are invested in the fixed income markets and, therefore, our realized and unrealized holding gains and losses on investments are
highly correlated to fluctuations in interest rates. Therefore, as interest rates decline, we will tend to have realized and unrealized gains from our investment portfolio, and as interest rates rise, we will tend to have realized and unrealized
losses from our investment portfolio.
Net realized and unrealized losses on investments were $175.1
million in 2018, compared to net realized and unrealized gains of $135.8 million in 2017, a decrease of $310.9 million.
Principally impacting our net realized and unrealized losses on investments in
2018 were:
|
|
• |
net realized and unrealized losses on our fixed maturity investments trading of $127.1 million in 2018, compared to net realized and unrealized
gains of $18.8
million in 2017, a decrease of $145.9 million, principally driven by an upward shift in the interest rate yield curve
and a widening of credit spreads during 2018, compared to a tightening of credit spreads and a decrease in interest rates at the longer end of the yield
curve in 2017; and
|
|
|
• |
net realized and unrealized losses on equity investments trading of $39.2 million in 2018, compared to net realized and
unrealized gains of $119.5 million in
2017, a decrease of $158.7 million,
principally driven by lower returns on certain of our larger equity positions during
2018.
|
Net realized and unrealized gains on investments were $135.8 million in 2017, compared to $141.3 million in 2016, a decrease of $5.5 million. Included in our net realized and unrealized gains on investments
were:
|
|
• |
net realized and unrealized gains on equity investments trading of $119.5 million in 2017, compared to
$95.4 million in 2016, an improvement of $24.2 million, principally driven by positive returns in the global equity markets, combined with the strong performance of a number of our equity positions in 2017; |
|
|
• |
net realized and unrealized gains on our fixed maturity investments trading of $18.8 million in 2017,
compared to $61.4 million in 2016. The $42.6 million decrease was principally the result of lower unrealized gains driven by an upward shift of the front end of the yield curve in 2017, compared to 2016 which experienced a more modest upward shift
in the yield curve; and |
|
|
• |
net realized and unrealized losses on certain investments-related derivatives of $2.5 million in 2017,
compared to losses of $15.4 million in 2016, an improvement of $12.9 million, primarily due to the yield curve movements noted
above. |
Net Foreign Exchange
(Losses) Gains
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December
31, |
2018 |
|
2017 |
|
2016 |
|
|
(in thousands) |
|
|
|
|
|
|
|
Total foreign exchange
(losses) gains |
$
|
(12,428 |
)
|
|
$
|
10,628 |
|
|
$
|
(13,788 |
)
|
|
|
|
|
|
|
|
|
|
Our functional currency is the
U.S. dollar. We routinely write a portion of our business in currencies other than U.S. dollars and invest a portion of our cash and investment portfolio in those currencies. As a result, we may experience foreign exchange gains and losses in our
consolidated financial statements. All changes in exchange rates are recognized in our consolidated statements of operations. We are primarily impacted by the foreign currency risk exposures associated with our underwriting operations and investment
portfolio, and may, from time to time, enter into foreign currency forward and option contracts to minimize the effect of fluctuating foreign currencies on the value of non-U.S. dollar denominated assets and
liabilities.
Refer to “Part II, Item 7A. Quantitative and Qualitative Disclosures About Market
Risk” for additional information related to our exposure to foreign currency risk and “Note 18. Derivative Instruments in our
Notes to the Consolidated Financial Statements” for additional information related to foreign currency forward and option contracts we have entered
into.
Equity in Earnings of Other
Ventures
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December
31, |
2018 |
|
2017 |
|
2016 |
|
|
(in thousands) |
|
|
|
|
|
|
|
Tower Hill
Companies |
$ |
9,605 |
|
|
$ |
(1,647 |
) |
|
$ |
10,379 |
|
|
|
Top Layer Re |
8,852 |
|
|
9,851 |
|
|
(8,576 |
) |
|
|
Other |
17 |
|
|
(174
|
)
|
|
(840 |
) |
|
|
Total equity in earnings of other
ventures |
$
|
18,474 |
|
|
$
|
8,030 |
|
|
$
|
963 |
|
|
|
|
|
|
|
|
|
|
Equity in earnings of other ventures primarily
represents our pro-rata share of the net income from our investments in Top Layer Re and the Tower Hill Companies, and, except for Top Layer Re, is recorded one quarter in arrears. The carrying value of these investments on our consolidated balance
sheets, individually or in the aggregate, may differ from the realized value we may ultimately attain, perhaps significantly
so.
Equity in earnings of other ventures was $18.5 million in 2018, compared to $8.0
million in 2017, an
increase of $10.4 million, principally driven by improved profitability of the
Tower Hill Companies.
Equity in earnings of other ventures was $8.0 million in 2017, compared to $1.0 million in 2016, an
increase of $7.1 million. The increase in equity in earnings of other ventures was driven in part by Top Layer Re, which returned to profitability in 2017 following the activity of 2016 as described below. Partially offsetting the equity in earnings
from Top Layer Re was equity in losses of the Tower Hill Companies of $1.6 million in 2017, compared to earnings of $10.4 million in 2016, a decrease of $12.0 million, principally due to losses associated with certain catastrophe events occurring in
2017 impacting the profitability of the Tower Hill Companies.
Other
Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December
31, |
2018 |
|
2017 |
|
2016 |
|
|
(in thousands) |
|
|
|
|
|
|
|
Assumed and ceded reinsurance contracts accounted for as derivatives and deposits |
$ |
4,807 |
|
|
$ |
8,655 |
|
|
$ |
14,246 |
|
|
|
Other |
1,162 |
|
|
760 |
|
|
(68 |
) |
|
|
Total other
income |
$ |
5,969
|
|
|
$ |
9,415
|
|
|
$ |
14,178
|
|
|
|
|
|
|
|
|
|
|
In 2018, we generated other income of
$6.0 million, compared to $9.4 million in 2017, a decrease of $3.4 million, driven by a reduction in our assumed and ceded reinsurance contracts
accounted for as derivatives and
deposits.
In 2017, we generated other income of $9.4 million,
compared to $14.2 million in 2016, a decrease of $4.8 million, driven by a reduction in assumed and ceded reinsurance contracts accounted for as derivatives and
deposits.
Corporate
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December
31, |
2018 |
|
2017 |
|
2016 |
|
|
(in thousands) |
|
|
|
|
|
|
|
Total corporate
expenses |
$
|
33,983 |
|
|
$
|
18,572 |
|
|
$
|
37,402 |
|
|
|
|
|
|
|
|
|
|
Corporate expenses include certain executive,
director, legal and consulting expenses, costs for research and development, impairment charges related to goodwill and other intangible assets, and other miscellaneous costs, including those associated with operating as a publicly traded company,
as well as costs incurred in connection with the TMR Stock Purchase. From time to time, we may revise the allocation of certain expenses between corporate and operating expenses to better reflect the characteristic of the underlying
expense.
Corporate expenses increased $15.4 million, to $34.0
million, in 2018, compared to
$18.6 million in 2017,
principally as a result of changes in the allocation of operating and corporate expenses to better reflect the nature of those expenses. In addition, during 2018, we incurred $3.4 million of costs in connection with the TMR Stock Purchase, which we
expect to close in the first half of 2019.
Corporate expenses decreased $18.8 million, to $18.6 million, in 2017, compared to
$37.4 million in 2016, primarily reflecting $15.4 million of expenses related to executive departures recorded in 2016 that did not reoccur in 2017.
Interest Expense and Preferred Share Dividends
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December
31, |
2018 |
|
2017 |
|
2016 |
|
|
(in thousands) |
|
|
|
|
|
|
|
Interest expense |
|
|
|
|
|
|
|
$250.0 million Series B
7.50% Senior Notes due 2017 |
$ |
— |
|
|
$ |
7,813 |
|
|
$ |
18,750 |
|
|
|
$250.0 million 5.75% Senior Notes due
2020 |
14,375 |
|
|
14,375 |
|
|
14,375 |
|
|
|
$300.0 million 3.700% Senior
Notes due 2025 |
11,100 |
|
|
11,100 |
|
|
11,100 |
|
|
|
$300.0 million 3.450% Senior Notes due
2027 |
10,350 |
|
|
5,482 |
|
|
— |
|
|
|
$150.0 million 4.750% Senior Notes due 2025 (DaVinciRe) |
7,125 |
|
|
7,125 |
|
|
7,125 |
|
|
|
Other |
4,119 |
|
|
(1,702 |
) |
|
(9,206 |
) |
|
|
Total interest
expense |
47,069 |
|
|
44,193 |
|
|
42,144 |
|
|
|
Preferred share dividends |
|
|
|
|
|
|
|
$125.0 million 6.08% Series
C Preference Shares |
7,600 |
|
|
7,600 |
|
|
7,600 |
|
|
|
$275.0 million 5.375% Series E Preference
Shares |
14,781 |
|
|
14,781 |
|
|
14,781 |
|
|
|
$250.0 million 5.575% Series
F Preference Shares |
7,707
|
|
|
—
|
|
|
—
|
|
|
|
Total preferred share dividends |
30,088 |
|
|
22,381 |
|
|
22,381 |
|
|
|
Total interest expense and
preferred share dividends |
$ |
77,157
|
|
|
$ |
66,574
|
|
|
$ |
64,525
|
|
|
|
|
|
|
|
|
|
|
Interest expense increased $2.9 million to $47.1 million in 2018, compared to
$44.2 million in 2017,
primarily driven by:
|
|
• |
additional interest expense due to twelve months of interest expense in 2018 on the $300.0 million of
3.450% Senior Notes due 2027 issued in June 2017, compared to seven months of interest expense on these notes in 2017. |
Interest expense increased $2.0 million to
$44.2 million in 2017, compared to $42.1 million in 2016, primarily driven by:
|
|
• |
additional interest expense due to the June 2017 issuance of $300.0 million of 3.450% Senior Notes due
2027, resulting in seven months of interest expense in 2017, compared to none in 2016; partially offset by |
|
|
• |
lower interest expense due to the June 1, 2017 repayment in full at maturity of $250.0 million of Series B
7.50% Senior Notes due 2017 assumed in connection with the acquisition of Platinum, resulting in five months of interest expense incurred during 2017, compared to a full year of interest expense incurred on these notes in 2016; and
|
|
|
• |
lower amortization of net fair value adjustments of $5.4 million, included in the other category in the
table above, which reduced our interest expense and were recognized in connection with the acquisition of Platinum and its $250.0 million Series B 7.50% Notes due June 1,
2017. |
Preferred share dividends increased by $7.7 million to $30.1 million in 2018, compared to $22.4 million in
2017, primarily driven by dividends on the $250.0 million of 5.750% Series F Preference Shares issued in June 2018.
Preferred share dividends were flat at $22.4 million in each of 2017 and 2016.
Income Tax Benefit (Expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December
31, |
2018 |
|
2017 |
|
2016 |
|
|
(in thousands) |
|
|
|
|
|
|
|
Income tax benefit
(expense) |
$
|
6,302 |
|
|
$
|
(26,487 |
)
|
|
$
|
(340 |
)
|
|
|
|
|
|
|
|
|
|
We are subject to income taxes
in certain jurisdictions in which we operate; however, since the majority of our income is currently earned in Bermuda, which does not have a corporate income tax, the tax impact to our operations has historically been minimal.
In 2018, we recognized an income tax benefit of
$6.3 million, compared to an income tax expense of $26.5 million in 2017. The income tax benefit in
2018 was principally driven by pre-tax GAAP losses in our U.S.-based operations associated with the 2018 Large Loss Events and unrealized losses on our investment portfolio, compared to pre-tax GAAP losses in our U.S.-based operations, offset by
the impact of a $36.7 million increase in income tax expense due to the write-down of a portion of our deferred tax asset during 2017, as a result of the reduction in the U.S. corporate tax rate pursuant to the Tax Bill, which was enacted on
December 22, 2017.
In 2017, we recognized an income tax expense of $26.5 million, compared to $0.3 million in
2016, principally driven by the write-down of a portion of our deferred tax asset as a result of the reduction in the U.S. corporate tax rate pursuant to the Tax Bill described above. Partially offsetting this income tax expense was an income tax
benefit associated with pre-tax GAAP losses in our U.S.-based operations primarily due to underwriting losses associated with the 2017 Large Loss Events, compared to pre-tax GAAP income in our U.S.-based operations in
2016.
At December 31, 2018, our U.S. tax-paying subsidiaries had a net deferred tax asset (after valuation allowance) of $64.7 million. Our Ireland, U.K. and Singapore operations have historically produced GAAP taxable losses and we currently do not believe it is more likely than not that we will be able to recover the predominant amount
of our net deferred tax assets in these jurisdictions. Our valuation allowance totaled $35.3 million and $30.0 million at December 31,
2018 and 2017,
respectively.
Our effective income tax rate, which we calculate as income tax benefit (expense) divided by
income or loss before taxes, may fluctuate significantly from period to period depending on the geographic distribution of pre-tax income or loss in any given period between different jurisdictions with comparatively higher tax rates and those with
comparatively lower tax rates. The geographic distribution of pre-tax income or loss can vary significantly between periods due to, but not limited to, the following factors: the business mix of net premiums written and earned; the size and nature
of net claims and claim expenses incurred; the amount and geographic location of operating expenses, net investment income, net realized and unrealized gains (losses) on investments; outstanding debt and related interest expense; and the amount of
specific
adjustments to determine the income tax
basis in each of our operating jurisdictions. In addition, a significant portion of our gross and net premiums are currently written and earned in Bermuda, which does not have a corporate income tax, including the majority of our catastrophe
business, which can result in significant volatility to our pre-tax income or loss in any given period. We expect our consolidated effective tax rate to increase in the future, as our global operations outside of Bermuda expand, including in
connection with the TMR Stock Purchase. In addition, it is possible we could be adversely affected by changes in tax laws, regulation, or enforcement, any of which could increase our effective tax rate more rapidly or steeply than we currently
anticipate.
Generally, the preponderance of our revenue and pre-tax income or loss is generated by our domestic
(i.e., Bermuda) operations, in the form of underwriting income or loss and net investment income or loss, rather than our foreign operations. However, the geographic distribution of pre-tax income or loss can vary significantly between periods for a
variety of reasons, including the business mix of net premiums written and earned, the size and nature of net claims and claim expenses incurred, the amount and geographic location of operating expenses, net investment income and net realized and
unrealized gains (losses) on investments and the amount of specific adjustments to determine the income tax basis in each of our operating jurisdictions. Pre-tax income for our domestic operations was higher compared to our foreign operations
for the years ended December 31, 2018 and 2016 primarily as a result of the more volatile catastrophe business underwritten in our
Bermuda operations during these periods being relatively free of catastrophe losses and thus generating higher levels of net underwriting income than our foreign operations, which underwrite primarily less volatile business with higher attritional
net claims and claim expenses and as a result produce lower levels of net underwriting income in benign loss years. For 2017, our domestic
operations generated an underwriting loss due to the significant catastrophe loss activity during the year and the underwriting loss in our domestic operations was significantly greater than the underwriting loss that was generated by our foreign
operations.
Net (Income) Loss Attributable to Redeemable Noncontrolling
Interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December
31, |
2018 |
|
2017 |
|
2016 |
|
|
(in thousands) |
|
|
|
|
|
|
|
Net (income) loss attributable to redeemable noncontrolling interests |
$
|
(41,553 |
)
|
|
$
|
132,282 |
|
|
$
|
(127,086 |
)
|
|
|
|
|
|
|
|
|
|
Our net income attributable to
redeemable noncontrolling interests was $41.6 million in 2018, compared to a net loss attributable to redeemable noncontrolling interests of $132.3
million in 2017, a change of $173.8 million, principally due to DaVinciRe generating underwriting income in 2018, compared to significant underwriting losses in 2017 driven by the 2017 Large Loss Events. Our ownership of DaVinciRe was 22.1% at both December 31, 2018 and
December 31, 2017.
Our net loss attributable to redeemable noncontrolling interests was $132.3 million in 2017, compared to net income attributable to redeemable noncontrolling interests of $127.1 million in 2016. The $259.4
million change was principally due to underwriting losses associated with the 2017 Large Loss Events incurred by DaVinciRe and a
decrease in our ownership of DaVinciRe to 22.1% at December 31, 2017, compared to 24.0% at December 31, 2016.
We expect our noncontrolling economic ownership in DaVinciRe to fluctuate over time. See “Note 9. Noncontrolling Interests” in our “Notes to Consolidated Financial Statements” for additional information regarding
DaVinciRe.
LIQUIDITY AND CAPITAL
RESOURCES
Financial
Condition
RenaissanceRe is a holding company, and we therefore rely on dividends from our subsidiaries and
investment income to make principal and interest payments on our debt and to make dividend payments to our preference and common shareholders. The payment of dividends by our subsidiaries is, under certain circumstances, limited by the applicable
laws and regulations in the various jurisdictions in which our subsidiaries operate, including Bermuda, the U.S., the U.K. and Ireland. For example, insurance laws require our insurance subsidiaries to maintain certain measures of solvency and
liquidity. The regulations
governing our and our principal operating
subsidiaries’ ability to pay dividends are discussed in detail in “Part I, Item 1. Regulation” and “Note 17.
Statutory Requirements in our Notes to the Consolidated Financial Statements”.
In the aggregate, our
principal operating subsidiaries have historically produced sufficient cash flows to meet their expected claims payments and operational expenses and to provide dividend payments to us. Our subsidiaries also maintain a concentration of investments
in high quality liquid securities, which management believes will provide additional liquidity for extraordinary claims payments should the need arise. See “Capital Resources” section
below.
During 2018 and 2017 we experienced significant losses from the 2018 Large Loss Events and 2017 Large Loss Events, respectively, and as we would expect following events of this magnitude, it was necessary for RenaissanceRe to contribute capital to certain of its principal operating subsidiaries to ensure they were able
to maintain levels of capital adequacy and liquidity in compliance with various laws and regulations, support rating agency capital requirements, pay valid claims quickly and be adequately capitalized to pursue business opportunities as they arise.
As a result, during 2018 net capital contributions by RenaissanceRe to our principal operating subsidiaries, net of dividends and
return of capital received by RenaissanceRe from our principal operating subsidiaries, were $69.0 million (2017 - $242.3 million). We believe
RenaissanceRe and our principal operating subsidiaries continue to be adequately capitalized following these events.
Group Supervision
The BMA is our group supervisor. Under the
Insurance Act, we are required to maintain capital at a level equal to our ECR, which is established by reference to the BSCR model. The BSCR is a mathematical model designed to give the BMA robust methods for determining an insurer’s
capital adequacy. Underlying the BSCR is the belief that all insurers should operate on an ongoing basis with a view to maintaining their capital at a prudent level in excess of the minimum solvency margin otherwise prescribed under the Insurance
Act. We are currently completing our 2018 group BSCR, which must be filed with the BMA on or before May 31, 2019, and at this time, we believe we will exceed the target level of required economic statutory capital. Our 2017 group BSCR exceeded the target level of required statutory capital.
Class 3A, 3B and 4 insurers and insurance groups are also required to prepare and publish an FCR, which was introduced to the regulatory regime in 2016 as part of the measures undertaken to achieve Solvency
II equivalence. The FCR provides, among other things, details of measures governing the business operations, corporate governance framework and solvency and financial performance of the insurer or insurance group. We received approval from the BMA
to file a consolidated group FCR, inclusive of our Bermuda-domiciled insurance subsidiaries and Top Layer Re. Our most recent FCR was filed with the BMA in advance of the June 30,
2018 deadline, and is available on our
website.
Bermuda
Subsidiaries
Bermuda regulations require BMA approval for any reduction of capital in excess of 15% of
statutory capital, as defined in the Insurance Act. The Insurance Act also requires the Bermuda insurance subsidiaries of RenaissanceRe to maintain certain measures of solvency and liquidity. At
December 31, 2018, we believe the statutory capital and surplus of our Bermuda insurance subsidiaries exceeded the minimum amount
required to be maintained under Bermuda law.
Under the Insurance Act, RenaissanceRe Specialty U.S. and Vermeer
are defined as Class 3B insurers, and Renaissance Reinsurance and DaVinci are classified as Class 4 insurers, and must each maintain capital at a level equal to an ECR which is established by reference to the BSCR model. The 2018 BSCR for Renaissance Reinsurance, RenaissanceRe Specialty U.S. and DaVinci must be filed with the BMA before April 30, 2019; at this time, we believe each company will exceed the minimum amount required to be maintained under Bermuda law. In addition, audited annual
financial statements prepared in accordance with GAAP for each of Renaissance Reinsurance, RenaissanceRe Specialty U.S., DaVinci and Vermeer must be filed prior to April 30 of each year with the BMA, if applicable, and are available free of charge
on the BMA’s
website.
U.K.
Subsidiaries
Underwriting capacity, or stamp capacity, of a member of Lloyd’s must be supported by
providing a deposit in the form of cash, securities or letters of credit, which are referred to as Funds at Lloyd’s (“FAL”). The amount of FAL is determined by Lloyd’s and is based on Syndicate 1458’s solvency and
capital requirement as calculated through its internal model. In addition, if the FAL are not sufficient to cover all losses, the Lloyd’s Central Fund provides an additional level of security for policyholders.
At December 31, 2018, the FAL required to support the underwriting activities at Lloyd’s through Syndicate 1458 was £427.5 million (December 31, 2017 -
£405.8 million). Actual FAL posted for Syndicate 1458 at December 31,
2018 by RenaissanceRe CCL was £481.0 million, supported by a $180.0 million letter of credit and a $339.7 million deposit of cash and fixed maturity securities. See “Note 8. Debt and Credit
Facilities” in our “Notes to the Consolidated Financial Statements” for additional information related to this letter of credit facility.
U.S. Subsidiaries
Renaissance
Reinsurance U.S. is domiciled in Maryland, which has adopted the NAIC's model law that uses a risk-based capital ("RBC") model to monitor and regulate the solvency of licensed life, health, and property and casualty insurance and reinsurance
companies. The RBC calculation is used to measure an insurer's capital adequacy with respect to the risk characteristics of the insurer's premiums written and net claims and claim expenses, rate of growth and quality of assets, among other measures.
At December 31, 2018, we believe the statutory capital and surplus of Renaissance Reinsurance U.S. exceeded the minimum capital
adequacy level required to be maintained under U.S. law.
Renaissance Reinsurance U.S. is
subject to certain restrictions on its ability to pay dividends pursuant to Maryland law, including making appropriate filings with and obtaining certain approvals from its regulator. During
2019, Renaissance Reinsurance U.S. has an ordinary dividend capacity of $31.2
million (2018 - $24.1
million).
Top Layer
Re
Renaissance Reinsurance is obligated to make a mandatory capital contribution of up to $50.0 million in the event that a loss reduces Top Layer Re’s capital below a specified level.
Liquidity and Cash
Flows
Holding Company
Liquidity
As a Bermuda-domiciled holding company, RenaissanceRe has limited operations of its own and its
assets consist primarily of investments in subsidiaries, and, to a degree, cash and securities in amounts which fluctuate over time. Accordingly, RenaissanceRe’s future cash flows largely depend on the availability of dividends or other
statutorily permissible payments from our subsidiaries. As discussed above, the ability to pay such dividends is limited by the applicable laws and regulations in the various jurisdictions in which our subsidiaries operate.
RenaissanceRe’s principal uses of liquidity are: (1) common share related transactions including
dividend payments to our common shareholders and common share repurchases, (2) preference share related transactions including dividend payments to our preference shareholders and preference share redemptions, (3) interest and principal payments on
debt, (4) capital investments in our subsidiaries, (5) acquisition of new or existing companies or businesses, such as our planned acquisition of the TMR Group Entities and (6) certain corporate and operating
expenses.
We attempt to structure our organization in a way that facilitates efficient capital movements
between RenaissanceRe and our operating subsidiaries and to ensure that adequate liquidity is available when required, giving consideration to applicable laws and regulations, and the domiciliary location of sources of liquidity and related
obligations.
Sources of
Liquidity
Historically, cash receipts from operations, consisting of premiums and investment income, have
provided sufficient funds to pay losses and operating expenses of our subsidiaries and to fund dividends to RenaissanceRe. The premiums received by our operating subsidiaries are generally received months or even years before losses are paid under
the policies related to such premiums. Premiums and acquisition expenses generally are received within the first two years of inception of a contract while operating expenses are generally paid within a year of being incurred. It generally takes
much longer for claims and claims expenses to be reported and ultimately settled, requiring the establishment of reserves for claims and claim expenses. Therefore, the amount of claims paid in any one year is not necessarily related to the amount of
net claims incurred in that year, as reported in the consolidated statement of operations.
While we expect that
our liquidity needs will continue to be met by our cash receipts from operations, as a result of the combination of current market conditions, lower than usual investment yields, and the nature of our business where a large portion of the coverages
we provide can produce losses of high severity and low frequency, future cash flows from operating activities cannot be accurately predicted and may fluctuate significantly between individual quarters and years. In addition, due to the magnitude and
complexity of certain large loss events, meaningful uncertainty remains regarding losses from these events and our actual ultimate net losses from these events may vary materially from preliminary estimates, which would impact our cash flows from
operations.
Our “shelf” registration statement on Form S-3 under the Securities Act allows for the
public offering of various types of securities, including common shares, preference shares and debt securities, and thus provides a source of liquidity. Because we are a “well-known seasoned issuer” as defined by the rules promulgated
under the Securities Act, we are also eligible to file additional automatically effective registration statements on Form S-3 in the future for the potential offering and sale of an unlimited amount of debt and equity
securities.
In addition, we maintain letter of credit facilities which provide liquidity. Refer to “Part
II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, Liquidity and Capital Resources, Capital Resources” for details of these
facilities.
Cash
Flows
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December
31, |
2018 |
|
2017 |
|
2016 |
|
|
(in thousands) |
|
|
|
|
|
|
|
Net cash provided by operating activities |
$ |
1,221,701 |
|
|
$ |
1,025,787 |
|
|
$ |
484,772 |
|
|
|
Net cash used in investing activities |
(2,536,613 |
) |
|
(122,434 |
) |
|
(164,532 |
) |
|
|
Net cash provided by (used in) financing activities |
1,066,340 |
|
|
28,860 |
|
|
(401,331 |
) |
|
|
Effect of exchange
rate changes on foreign currency cash |
(5,098 |
) |
|
8,222 |
|
|
(4,637 |
) |
|
|
Net (decrease) increase in cash and cash equivalents |
(253,670
|
) |
|
940,435
|
|
|
(85,728
|
) |
|
|
Cash and cash
equivalents, beginning of period |
1,361,592 |
|
|
421,157 |
|
|
506,885 |
|
|
|
Cash and cash equivalents, end of period |
$ |
1,107,922
|
|
|
$ |
1,361,592
|
|
|
$ |
421,157
|
|
|
|
|
|
|
|
|
|
|
2018
During 2018, our cash and cash equivalents decreased by $253.7 million, to
$1.1 billion at December 31, 2018, compared to $1.4 billion at
December 31, 2017.
Cash flows provided by operating activities. Cash flows provided by operating activities during 2018 were $1.2 billion, compared to
$1.0 billion during 2017.
Cash flows provided by operating activities during 2018 were primarily the result of certain adjustments to reconcile our net income of $268.9 million to net
cash provided by operating activities, including:
|
|
• |
an increase in reserve for claims and claim expenses of $995.9 million as a result of claims and claims expenses incurred of $2.6 billion during 2018 principally driven by the 2018 Large Loss
Events, partially offset by claims payments of $1.6 billion primarily associated
with the 2017 Large Loss
Events;
|
|
|
• |
an increase in reinsurance balances payable of
$913.0 million principally driven by the issuance of non-voting preference shares to investors in Upsilon RFO, following capital being
deployed in the vehicle, which are accounted for as prospective reinsurance and included in reinsurance balances payable on our consolidated balance sheet. See “Note 10. Variable Interest Entities” for additional information related to Upsilon RFO’s non-voting preference shares;
|
|
|
• |
an increase in unearned premiums of $238.4
million due to the timing of renewals and the increase in gross premiums written in 2018,
compared to 2017; partially offset by
|
|
|
• |
an increase in reinsurance recoverable of $785.6
million primarily resulting from the increase in net claims and claim expenses principally driven by the 2018 Large Loss Events, noted above, as we continue to execute our gross-to-net strategy;
|
|
|
• |
a decrease in other operating cash flows of $223.3
million primarily associated with movements in subscriptions received in advance associated with the issuance of Upsilon RFO’s non-voting preference shares effective January 1, 2019
and 2018. See “Note 10. Variable Interest Entities” and “Note.
23 Subsequent Events” in our Notes to the Consolidated Financial Statements for additional information related to Upsilon
RFO’s non-voting preference shares;
|
|
|
• |
increases in premiums receivable and deferred acquisition costs of $232.6 million and $50.1 million,
respectively, due to the timing of payments of our gross premiums written and amortization of deferred acquisition costs, respectively;
|
|
|
• |
net realized and unrealized losses on investments of
$175.1 million principally related to our fixed maturity investments portfolio which experienced an upward shift in the interest rate
yield curve and a widening of credit spreads during 2018, and our equity investments trading portfolio which was impacted by lower returns on certain of
our larger equity positions during 2018; and
|
|
|
• |
an increase of $82.6 million in our prepaid reinsurance premiums due to ceded premiums written associated renewals in
2018.
|
Cash flows used in investing activities. During 2018, our cash flows used in investing activities were $2.5 billion, principally reflecting net
purchases of short term, fixed maturity and other investments of $1.4 billion,
$904.4 million and $199.5 million, respectively. The net purchase of short term and fixed maturity investments was funded in part by the capital received from investors in Upsilon RFO and Vermeer, and the proceeds from the issuance of our
5.750% Series F Preference Shares and the issuance of $250.0 million of our common shares to State Farm, each as discussed below. In addition, we increased our allocation to other investments during 2018.
Cash flows provided by financing activities.
Our cash flows provided by financing activities in 2018 were $1.1 billion, and were principally the result of:
|
|
• |
net inflows of $665.7 million related to a net contribution of capital from third-party shareholders, primarily related to the creation of Vermeer, which was initially capitalized with $600.0 million of participating, non-voting common shares;
|
|
|
• |
net inflows of $241.4 million associated with the issuance of $250.0 million of Depositary Shares (each representing a
1/1000th interest in a share of our 5.750% Series F Preference Shares), net of expenses;
|
|
|
• |
net inflows of $250.0 million associated with the issuance of 1,947,496 of our common shares to State Farm; partially
offset by
|
|
|
• |
dividends paid on our common and preference shares of
$52.8 million and $30.1 million,
respectively.
|
2017
During 2017, our cash and cash equivalents increased $940.4 million, to $1.4 billion at December 31, 2017, compared to $421.2 million at December 31,
2016.
Cash flows provided by operating activities. Cash flows provided by operating activities during 2017 were $1.0 billion, compared to cash flows provided by operating activities of $484.8 million during 2016. Cash
flows provided by operating activities
during 2017 were primarily the result of certain adjustments to reconcile our net loss of $354.7 million to net cash provided by operating activities, including:
|
|
• |
an increase in our reserve for claims and claim expenses of $2.2 billion as a result of claims and claims
expenses incurred of $3.4 billion, partially offset by claims payments of $1.2 billion, each largely driven by the 2017 Large Loss
Events;
|
|
|
• |
a corresponding increase of $1.3 billion in our reinsurance recoverable given the increase in net claims
and claim expenses noted above and recoverables associated with the 2017 Large Loss Events;
|
|
|
• |
an increase in other operating cash flows of $518.1 million primarily reflecting $602.4 million of
subscriptions received in advance of the issuance of Upsilon RFO’s non-voting preference shares effective January 1, 2018, which were recorded in other liabilities at December 31, 2017. See “Note 10. Variable Interest Entities” for
additional information related to Upsilon RFO; |
|
|
• |
an increase in unearned premiums of $246.0 million due to the timing of renewals and a $315.1 million
increase in reinsurance balances payable due to the timing of payments of our premiums ceded; |
|
|
• |
decreases in premiums receivable and deferred acquisition costs of $317.3 million and $91.2 million,
respectively, due to the timing of payments of our gross premiums written and amortization of deferred acquisition costs, respectively; and |
|
|
• |
an decrease of $92.3 million in our prepaid reinsurance premiums due to ceded premiums written associated
renewals in 2017. |
Cash flows used in investing activities. During 2017, our cash flows used in investing activities were $122.4 million, principally reflecting net purchases of fixed maturity investments of $602.9 million, partially offset by net sales of short term
investments and equity investments trading of $364.0 million and $115.8 million, respectively.
Cash flows provided by financing activities. Our cash flows provided by financing activities in 2017 were $28.9 million, and were principally the result of:
|
|
• |
net inflows of $295.9 million associated with the issuance of $300.0 million of our 3.450% Senior Notes due
July 1, 2027, net of underwriting discount; |
|
|
• |
net inflows of $260.5 million related to net capital contributions from third-party shareholders,
principally in DaVinciRe and Medici; partially offset by |
|
|
• |
the repayment in full at maturity of the aggregate principal amount of $250.0 million of our Series B 7.50%
Senior Notes due 2017 assumed in connection with the acquisition of Platinum and originally issued by Platinum Underwriters Finance, Inc.; |
|
|
• |
the settlement of $188.6 million of common share repurchases; and |
|
|
• |
dividends paid on our common and preferred shares of $51.4 million and $22.4 million,
respectively. |
Capital
Resources
In the normal course of our operations, we may from time to evaluate additional share or debt issuances given
prevailing market conditions and capital management strategies, including for our operating subsidiaries and joint ventures. In addition, we enter into agreements with financial institutions to obtain letter of credit facilities for the benefit of
our operating subsidiaries in their reinsurance and insurance
business.
Our total shareholders’ equity attributable to
RenaissanceRe and debt is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2018 |
|
At December 31, 2017 |
|
Change |
|
|
(in thousands) |
|
|
|
|
|
|
|
Common shareholders’
equity |
$ |
4,395,080 |
|
|
$ |
3,991,375 |
|
|
$ |
403,705 |
|
|
|
Preference shares |
650,000 |
|
|
400,000 |
|
|
250,000 |
|
|
|
Total shareholders’
equity attributable to RenaissanceRe |
5,045,080
|
|
|
4,391,375
|
|
|
653,705
|
|
|
|
3.450% Senior Notes due 2027 |
295,797 |
|
|
295,303 |
|
|
494 |
|
|
|
3.700% Senior Notes due
2025 |
297,688 |
|
|
297,318 |
|
|
370 |
|
|
|
5.750% Senior Notes due 2020 |
249,602 |
|
|
249,272 |
|
|
330 |
|
|
|
4.750% Senior Notes due
2025 (DaVinciRe) (1) |
148,040 |
|
|
147,730 |
|
|
310 |
|
|
|
RenaissanceRe revolving credit facility –
unborrowed |
500,000 |
|
|
250,000 |
|
|
250,000 |
|
|
|
Total debt |
1,491,127 |
|
|
1,239,623 |
|
|
251,504 |
|
|
|
Total
shareholders’ equity attributable to RenaissanceRe and debt |
$ |
6,536,207 |
|
|
$ |
5,630,998 |
|
|
$ |
905,209 |
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
RenaissanceRe owns a noncontrolling economic interest in its joint venture DaVinciRe. Because RenaissanceRe controls a
majority of DaVinciRe’s outstanding voting rights, the consolidated financial statements of DaVinciRe are included in the consolidated financial statements of RenaissanceRe. However, RenaissanceRe does not guarantee or provide credit support
for DaVinciRe and RenaissanceRe’s financial exposure to DaVinciRe is limited to its investment in DaVinciRe’s shares and counterparty credit risk arising from reinsurance
transactions. |
During 2018, our total shareholders’ equity attributable to RenaissanceRe and debt increased by
$905.2 million, to $6.5
billion.
Our shareholders’ equity attributable to RenaissanceRe
increased $653.7
million during 2018 principally as a result of:
|
|
• |
our comprehensive income attributable to RenaissanceRe of $225.7 million;
|
|
|
• |
raising $250.0 million from the issuance of 10,000,000 Depositary Shares (each representing a 1/1,000th interest in a share
of our 5.750% Series F Preference Shares); |
|
|
• |
raising $250.0 million from the issuance of 1,947,496 of our common shares in connection with the State Farm Stock
Purchase; and partially offset by |
|
|
• |
$52.8 million and $30.1 million of dividends on our common and preference shares,
respectively.
|
Credit
Facilities
The outstanding amounts drawn under each of our significant credit facilities is set forth
below:
|
|
|
|
|
|
|
|
|
|
|
|
At December 31,
2018 |
Issued or Drawn |
|
|
(in thousands) |
|
|
|
RenaissanceRe Revolving
Credit Facility (1) |
$ |
— |
|
|
|
Uncommitted
Standby Letter of Credit Facility with Wells Fargo |
86,861 |
|
|
|
Bilateral Letter of Credit
Facility with Citibank Europe |
243,696 |
|
|
|
Renaissance Reinsurance FAL Facility |
180,000 |
|
|
|
Total credit facilities in U.S. dollars |
$ |
510,557
|
|
|
|
|
|
|
|
Specialty Risks FAL Facility
(1) |
—
|
|
|
|
Total
credit facilities in pound sterling |
£
|
— |
|
|
|
|
|
|
|
|
(1) |
At December 31, 2018, no amounts were issued or drawn under these
facilities. |
Refer to “Note 8. Debt and Credit Facilities in our Notes to the Consolidated Financial Statements” for additional information related to our debt and credit facilities and “Note 11. Shareholders’ Equity in our
Notes to the Consolidated Financial Statements” for
additional information related to our common and preference shares.
Multi-Beneficiary Reinsurance Trusts and
Multi-Beneficiary Reduced Collateral Reinsurance Trusts
Refer to “Note 17. Statutory Requirements in our Notes to the Consolidated Financial Statements” for additional information related to our multi-beneficiary
reinsurance trusts and multi-beneficiary reduced collateral reinsurance trust.
Redeemable Noncontrolling
Interest – DaVinciRe
Refer to “Note 9. Noncontrolling Interests in our Notes to the Consolidated Financial Statements” for additional information related to redeemable noncontrolling interest -
DaVinciRe.
Impact of TMR Stock Purchase on Liquidity and Capital
Resources
The TMR Stock Purchase is expected to close in the first half of 2019, subject to the closing
conditions set forth in the TMR Stock Purchase Agreement, including receipt of required regulatory approvals. There can be no assurance that the TMR Stock Purchase will
occur.
The aggregate consideration for the transaction is expected to be approximately $1.4 billion, comprised of cash consideration, a pre-closing dividend and the issuance of common shares, each in an amount to be determined as set forth
in the TMR Stock Purchase Agreement. We anticipate funding the cash consideration to be paid by RenaissanceRe from available cash resources and the liquidation of certain of our fixed maturity investments trading.
We incurred $3.4 million of corporate expenses associated with the TMR Stock Purchase in 2018 and expect to incur additional costs and expenses associated with the TMR Stock Purchase in 2019. These additional one-time
costs may be significant, and it is possible that our ultimate costs will exceed our current
estimates.
Following the close of the transaction, we anticipate that our operating subsidiaries will have
adequate capital resources and sufficient cash flows to meet their expected claims payments and operational expenses and to provide dividend payments to RenaissanceRe and that we will have adequate capital resources, or access to capital resources,
to meet our obligations, including dividend payments to our common and preferred shareholders, interest payments on our senior notes and other liabilities, as they come
due.
See “Note 20. Acquisition of Tokio Millennium Re” for additional information regarding the TMR Stock
Purchase.
Ratings
Financial strength ratings are an important factor in evaluating and establishing the competitive position of reinsurance and insurance companies. We have received high claims-paying and financial
strength ratings from A.M. Best, S&P, Moody’s and Fitch. These ratings represent independent opinions of an insurer’s financial strength, operating performance and ability to meet policyholder obligations, and are not an evaluation
directed toward the protection of investors or a recommendation to buy, sell or hold any of our securities. Rating organizations continually review the financial positions of our principal operating subsidiaries and joint ventures and ratings may be
revised or revoked by the agencies which issue
them.
The financial strength ratings of our principal operating
subsidiaries and joint ventures and the ERM ratings of RenaissanceRe as of February 4, 2019 are
presented below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A.M. Best
|
|
S&P
|
|
Moody’s
|
|
Fitch
|
|
|
|
|
|
|
|
|
|
|
|
|
Renaissance Reinsurance
(1) |
A+ |
|
A+ |
|
A1 |
|
A+ |
|
|
DaVinci (1) |
A |
|
A+ |
|
A3 |
|
— |
|
|
Renaissance Reinsurance U.S.
(1) |
A+ |
|
A+ |
|
— |
|
— |
|
|
RenaissanceRe Specialty U.S. (1) |
A+ |
|
A+ |
|
— |
|
— |
|
|
Renaissance Reinsurance of
Europe (1) |
A+ |
|
A+ |
|
— |
|
— |
|
|
Top Layer Re (1) |
A+ |
|
AA |
|
— |
|
— |
|
|
Vermeer Reinsurance Ltd.
(1) |
A |
|
— |
|
— |
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
Syndicate
1458 |
— |
|
— |
|
— |
|
— |
|
|
Lloyd’s Overall Market Rating
(2) |
A |
|
A+ |
|
— |
|
AA- |
|
|
|
|
|
|
|
|
|
|
|
|
RenaissanceRe (3) |
Very Strong |
|
Very Strong |
|
— |
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
The A.M. Best, S&P, Moody's and Fitch ratings for the companies set forth in the table above reflect the
insurer's financial strength rating and, in addition to the insurer’s financial strength rating, the S&P ratings reflect the insurer's issuer credit rating. |
|
|
(2) |
The A.M. Best, S&P and Fitch ratings for the Lloyd’s Overall Market Rating represent Syndicate
1458’s financial strength rating. |
|
|
(3) |
The A.M. Best rating for RenaissanceRe refers to the ERM A.M. Best score within A.M. Best’s credit
ratings methodology. The S&P rating for RenaissanceRe represents the rating on its ERM practices. |
A.M. Best. On March 1, 2018, A.M. Best upgraded the financial strength ratings of Renaissance Reinsurance U.S. and RenaissanceRe
Specialty U.S. to “A+” from “A”. The outlook for these ratings is stable. A.M. Best also affirmed the financial strength ratings of Renaissance Reinsurance and Renaissance Reinsurance of Europe and revised the outlooks for
these ratings to stable from negative and affirmed the financial strength rating of DaVinci with a stable outlook. On November 2, 2018, subsequent to the announcement of the TMR Stock Purchase, A.M. Best placed the financial strength ratings of
Renaissance Reinsurance, DaVinci, Renaissance Reinsurance U.S., RenaissanceRe Specialty U.S. and Renaissance Reinsurance of Europe under review with developing implications pending completion of the TMR Stock Purchase. In addition, on December 18,
2018, A.M. Best assigned a financial strength rating of A to Vermeer. “A+” is the second highest designation of A.M. Best’s rating levels. “A+” rated insurance companies are defined as “Superior” companies
and are considered by A.M. Best to have a very strong ability to meet their obligations to policyholders. “A” is the third highest designation assigned by A.M. Best, representing A.M. Best’s opinion that the insurer has an
“Excellent” ability to meet its ongoing obligations to policyholders.
S&P. On February 28, 2018, S&P lowered the financial strength ratings of Renaissance Reinsurance, DaVinci, Renaissance Reinsurance of Europe, Renaissance Reinsurance U.S. and RenaissanceRe Specialty U.S
to “A+” with a stable outlook from “AA-“ with a negative outlook. S&P attributed the downgrade to negative market pressures despite the Company’s strong market position. On October 31, 2018, following the
announcement of the TMR Stock Purchase, S&P affirmed these financial strength ratings, but put the ratings on negative outlook reflecting risks associated with the transaction. The “A” range (“A+”,”A”,
“A-“), which is the third highest rating assigned by S&P, indicates that S&P believes the insurers have strong capacity to meet their respective financial commitments but they are somewhat more susceptible to adverse effects or
changes in circumstances and economic conditions than insurers rated higher.
In addition, S&P assesses companies’ ERM
practices, which is an opinion on the many critical dimensions of risk management that determine overall creditworthiness. RenaissanceRe has been assigned an ERM rating of “Very Strong”, which is the highest rating assigned by S&P,
and indicates that S&P believes RenaissanceRe has extremely strong capabilities to consistently identify, measure, and manage risk exposures and losses within RenaissanceRe’s predetermined tolerance guidelines.
Moody’s. Moody’s Insurance Financial Strength Ratings represent its opinions of the ability of insurance companies to pay punctually policyholder claims and obligations and senior unsecured debt
instruments. On July 25, 2018, Moody’s affirmed its insurance financial strength rating of “A1” for RenaissanceRe and on August 7, 2018, Moody’s affirmed its insurance financial strength rating of ”A3” for
DaVinci, each with a stable outlook. Moody’s believes that insurance companies rated “A1” and “A3” offer good financial security.
Fitch. Fitch’s issuer financial strength ratings provide an assessment of the financial strength of an insurance
organization. On November 1, 2018, Fitch affirmed its insurer financial strength rating of Renaissance Reinsurance at “A+”, with a stable outlook. Fitch believes that insurance companies rated “A+” have “Strong”
capacity to meet policyholders and contract obligations on a timely basis with a low expectation of ceased or interrupted payments. Insurers rated “AA-“ by Fitch are believed to have a very low expectation of ceased or interrupted
payments and very strong capital to meet policyholder obligations.
Lloyd’s Overall Market
Rating
A.M. Best, S&P and Fitch have each assigned a financial strength rating to the Lloyd’s overall market. The
financial risks to policy holders of syndicates within the Lloyd’s market are partially mutualized through the Lloyd’s Central Fund, to which all underwriting members contribute. Because of the presence of the Lloyd’s Central Fund,
and the current legal and regulatory structure of the Lloyd’s market, financial strength ratings on individual syndicates would not be particularly meaningful and in any event would not be lower than the financial strength rating of the
Lloyd’s overall market.
Reserve for Claims
and Claim Expenses
We believe the most significant accounting judgment made by management is our estimate of claims and claim
expense reserves. Claims and claim expense reserves represent estimates, including actuarial and statistical projections at a given point in time, of the ultimate settlement and administration costs for unpaid claims and claim expenses arising from
the insurance and reinsurance contracts we sell. We establish our claims and claim expense reserves by taking claims reported to us by insureds and ceding companies, but which have not yet been paid (“case reserves”), adding IBNR and, if
deemed necessary, adding costs for additional case reserves. Additional case reserves represent our estimates for claims related to specific contracts previously reported to us which we believe may not be adequately estimated by the client as of
that date, or adequately covered in the setting of IBNR.
Our reserving techniques, assumptions and processes
differ among our Property and Casualty and Specialty segments. Refer to “Note 7. Reserve for Claims and Claim Expenses in our Notes
to the Consolidated Financial Statements” for more information on the risks we insure and reinsure, the reserving techniques, assumptions and processes we follow to estimate our claims and claim expense reserves, prior year development of the
reserve for claims and claim expenses, analysis of our incurred and paid claims development and claims duration information for each of our Property and Casualty and Specialty segments. In addition, refer to “Part II, Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations, Summary of Critical Accounting Estimates, Claims and Claim Expense Reserves” for more information on the reserving techniques, assumptions and
processes we follow to estimate our claims and claim expense reserves, our current estimates versus our initial estimates of our claims reserves, and sensitivity analysis for each of our Property and Casualty and Specialty
segments.
Investments
The table below shows our invested assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At
December 31, |
2018
|
|
2017
|
|
Change |
|
|
(in thousands, except percentages) |
|
|
|
|
|
|
|
|
|
|
|
U.S.
treasuries |
$ |
3,331,411 |
|
|
28.0 |
% |
|
$ |
3,168,763 |
|
|
33.3 |
% |
|
$ |
162,648 |
|
|
|
Agencies |
174,883 |
|
|
1.5 |
% |
|
47,646 |
|
|
0.5 |
% |
|
127,237 |
|
|
|
Municipal |
6,854 |
|
|
0.1 |
% |
|
509,802 |
|
|
5.4 |
% |
|
(502,948 |
) |
|
|
Non-U.S. government |
279,818 |
|
|
2.4 |
% |
|
287,660 |
|
|
3.0 |
% |
|
(7,842 |
) |
|
|
Non-U.S. government-backed
corporate |
160,063 |
|
|
1.3 |
% |
|
163,651 |
|
|
1.7 |
% |
|
(3,588 |
) |
|
|
Corporate |
2,450,244 |
|
|
20.6 |
% |
|
2,063,459 |
|
|
21.7 |
% |
|
386,785 |
|
|
|
Agency
mortgage-backed |
817,880 |
|
|
6.8 |
% |
|
500,456 |
|
|
5.3 |
% |
|
317,424 |
|
|
|
Non-agency mortgage-backed |
278,680 |
|
|
2.4 |
% |
|
300,331 |
|
|
3.1 |
% |
|
(21,651 |
) |
|
|
Commercial
mortgage-backed |
282,294 |
|
|
2.4 |
% |
|
202,062 |
|
|
2.1 |
% |
|
80,232 |
|
|
|
Asset-backed |
306,743 |
|
|
2.6 |
% |
|
182,725 |
|
|
2.0 |
% |
|
124,018 |
|
|
|
Total fixed maturity investments, at fair value |
8,088,870
|
|
|
68.1 |
% |
|
7,426,555
|
|
|
78.1 |
% |
|
662,315 |
|
|
|
Short term investments, at fair
value |
2,586,520 |
|
|
21.8 |
% |
|
991,863 |
|
|
10.4 |
% |
|
1,594,657 |
|
|
|
Equity investments trading,
at fair value |
310,252 |
|
|
2.6 |
% |
|
388,254 |
|
|
4.1 |
% |
|
(78,002 |
) |
|
|
Other investments, at fair value |
784,933 |
|
|
6.5 |
% |
|
594,793 |
|
|
6.3 |
% |
|
190,140 |
|
|
|
Total managed investment
portfolio |
11,770,575
|
|
|
99.0 |
% |
|
9,401,465
|
|
|
98.9 |
% |
|
2,369,110 |
|
|
|
Investments in
other ventures, under equity method |
115,172 |
|
|
1.0 |
% |
|
101,974 |
|
|
1.1 |
% |
|
13,198 |
|
|
|
Total investments |
$ |
11,885,747
|
|
|
100.0 |
% |
|
$ |
9,503,439
|
|
|
100.0 |
% |
|
$ |
2,382,308
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2018, we held investments totaling $11.9 billion, compared to $9.5 billion at
December 31, 2017. Our investment guidelines stress preservation of capital, market liquidity, and diversification of risk.
Notwithstanding the foregoing, our investments are subject to market-wide risks and fluctuations, as well as to risks inherent in particular securities. In addition to the information presented above and below, refer to “Note 4. Investments and Note 5. Fair Value
Measurements in our Notes to the Consolidated Financial Statements” for additional information regarding our investments and the fair value measurement of our investments,
respectively.
As the reinsurance coverages we sell include substantial protection for damages resulting from natural and
man-made catastrophes, as well as for potentially large casualty and specialty exposures, we expect from time to time to become liable for substantial claim payments on short notice. Accordingly, our investment portfolio as a whole is structured to
seek to preserve capital and provide a high level of liquidity, which means that the large majority of our investment portfolio consists of highly rated fixed income securities, including U.S. treasuries, agencies, municipals, highly rated sovereign
and supranational securities, high-grade corporate securities and mortgage-backed and asset-backed securities. During the second quarter of 2018, we reduced our allocation to municipal fixed maturity investments and invested the proceeds in certain
other sectors of fixed maturity and short term investments that we believe will provide a higher net after-tax yield to maturity, however, we cannot assure you of this. We also have an allocation to publicly traded equities reflected on our
consolidated balance sheet as equity investments trading and an allocation to other investments (including catastrophe bonds, private equity investments, senior secured bank loan funds and hedge funds). At December 31, 2018, our portfolio of equity investments trading totaled $310.3 million, or 2.6%, of our total investments
(2017 - $388.3
million or 4.1%). Our portfolio of other investments totaled $784.9 million, or 6.5%, of our total
investments (2017 - $594.8 million or
6.3%).
The following table summarizes the composition of our
investment portfolio, including the amortized cost and fair value of our investment portfolio and the ratings as assigned by S&P, or Moody’s and/or other rating agencies when S&P ratings were not available, and the respective effective
yield.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Credit
Rating (1) |
|
|
December 31,
2018 |
Amortized Cost |
|
Fair Value |
|
% of Total Investment Portfolio |
|
Weighted Average Yield to Maturity |
|
AAA |
|
AA |
|
A |
|
BBB |
|
Non- Investment Grade |
|
Not Rated |
|
|
(in thousands, except percentages) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short term investments |
$ |
2,586,520 |
|
|
$ |
2,586,520 |
|
|
21.8 |
% |
|
2.1 |
% |
|
$ |
2,579,900 |
|
|
$ |
2,541 |
|
|
$ |
553 |
|
|
$ |
1,511 |
|
|
$ |
751 |
|
|
$ |
1,264 |
|
|
|
|
|
|
100.0 |
% |
|
|
|
|
|
99.8 |
% |
|
0.1 |
% |
|
— |
% |
|
0.1 |
% |
|
— |
% |
|
— |
% |
|
|
Fixed maturity investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.
treasuries |
3,336,969 |
|
|
3,331,411 |
|
|
28.0 |
% |
|
2.5 |
% |
|
— |
|
|
3,331,411 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
Agencies |
175,185 |
|
|
174,883 |
|
|
1.5 |
% |
|
3.0 |
% |
|
— |
|
|
174,883 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
Municipal
|
6,070 |
|
|
6,854 |
|
|
0.1 |
% |
|
4.8 |
% |
|
— |
|
|
1,044 |
|
|
4,546 |
|
|
504 |
|
|
— |
|
|
760 |
|
|
|
Non-U.S. government |
284,965 |
|
|
279,818 |
|
|
2.4 |
% |
|
2.7 |
% |
|
207,103 |
|
|
61,233 |
|
|
8,216 |
|
|
— |
|
|
3,266 |
|
|
— |
|
|
|
Non-U.S.
government-backed corporate |
160,286 |
|
|
160,063 |
|
|
1.3 |
% |
|
2.8 |
% |
|
55,843 |
|
|
49,635 |
|
|
54,188 |
|
|
397 |
|
|
— |
|
|
— |
|
|
|
Corporate |
2,513,434 |
|
|
2,450,244 |
|
|
20.6 |
% |
|
4.9 |
% |
|
41,668 |
|
|
197,653 |
|
|
854,801 |
|
|
607,745 |
|
|
719,459 |
|
|
28,918 |
|
|
|
Agency
mortgage-backed |
825,365 |
|
|
817,880 |
|
|
6.8 |
% |
|
3.5 |
% |
|
262 |
|
|
817,618 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
Non-agency mortgage-backed |
266,705 |
|
|
278,680 |
|
|
2.4 |
% |
|
4.7 |
% |
|
18,521 |
|
|
12,485 |
|
|
3,890 |
|
|
11,216 |
|
|
177,969 |
|
|
54,599 |
|
|
|
Commercial
mortgage-backed |
284,495 |
|
|
282,294 |
|
|
2.4 |
% |
|
3.6 |
% |
|
214,161 |
|
|
57,704 |
|
|
895 |
|
|
9,534 |
|
|
— |
|
|
— |
|
|
|
Asset-backed |
310,488
|
|
|
306,743
|
|
|
2.6
|
%
|
|
4.3 |
% |
|
232,199
|
|
|
41,641
|
|
|
1,669
|
|
|
29,429
|
|
|
—
|
|
|
1,805
|
|
|
|
Total fixed
maturity investments |
8,163,962 |
|
|
8,088,870 |
|
|
68.1 |
% |
|
3.5 |
% |
|
769,757 |
|
|
4,745,307 |
|
|
928,205 |
|
|
658,825 |
|
|
900,694 |
|
|
86,082 |
|
|
|
|
|
|
100.0
|
% |
|
|
|
|
|
9.5 |
% |
|
58.7
|
% |
|
11.5
|
% |
|
8.1 |
% |
|
11.1
|
% |
|
1.1 |
% |
|
|
Equity investments trading |
|
|
310,252 |
|
|
2.6 |
% |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
310,252 |
|
|
|
|
|
|
100.0
|
% |
|
|
|
|
|
—
|
% |
|
—
|
% |
|
—
|
% |
|
—
|
% |
|
—
|
% |
|
100.0
|
% |
|
|
Other investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Catastrophe bonds |
|
|
516,571 |
|
|
4.3 |
% |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
516,571 |
|
|
— |
|
|
|
Private equity
investments |
|
|
242,647 |
|
|
2.0 |
% |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
242,647 |
|
|
|
Senior secured bank loan funds |
|
|
14,482 |
|
|
0.1 |
% |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
14,482 |
|
|
|
Hedge
funds |
|
|
11,233 |
|
|
0.1 |
% |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
11,233 |
|
|
|
Total other investments |
|
|
784,933 |
|
|
6.5
|
%
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
516,571 |
|
|
268,362 |
|
|
|
|
|
|
100.0 |
% |
|
|
|
|
|
— |
% |
|
— |
% |
|
— |
% |
|
— |
% |
|
65.8 |
% |
|
34.2 |
% |
|
|
Investments in other ventures |
|
|
115,172
|
|
|
1.0 |
% |
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
115,172
|
|
|
|
|
|
|
100.0 |
% |
|
|
|
|
|
— |
% |
|
— |
% |
|
— |
% |
|
— |
% |
|
— |
% |
|
100.0 |
% |
|
|
Total investment portfolio |
|
|
$ |
11,885,747 |
|
|
100.0 |
% |
|
|
|
$ |
3,349,657 |
|
|
$ |
4,747,848 |
|
|
$ |
928,758 |
|
|
$ |
660,336 |
|
|
$ |
1,418,016 |
|
|
$ |
781,132 |
|
|
|
|
|
|
|
100.0 |
% |
|
|
|
|
|
|
|
28.2 |
% |
|
39.9 |
% |
|
7.8 |
% |
|
5.6 |
% |
|
11.9 |
% |
|
6.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
The credit ratings included in this table are those assigned by S&P. When ratings provided by S&P were not
available, ratings from other nationally recognized rating agencies were used. The Company has grouped short term investments with an A-1+ and A-1 short term issue credit rating as AAA, short term investments with an A-2 short term issue credit
rating as AA and short term investments with an A-3 short term issue credit rating as A. |
Fixed Maturity Investments and Short Term Investments
At December 31, 2018, our fixed maturity investments and short term investment portfolio had a dollar-weighted
average credit quality rating of
AA (2017 – AA-) and a weighted average effective yield of 3.2% (2017 – 2.5%). At December 31, 2018, our non-investment grade and not rated fixed maturity investments totaled $1.0 billion or
12.2% of our fixed maturity investments (2017 - $1.0 billion or 13.5%, respectively). In addition, within our other investments category we have funds
that invest in non-investment grade and not
rated fixed income securities and non-investment grade
cat-linked securities. At December 31, 2018, the funds that invest in non-investment grade and not
rated fixed income securities and non-investment grade cat-linked securities totaled $531.1
million (2017 – $398.0 million).
At December 31, 2018, we had $2.6 billion of short term investments (2017 – $1.0
billion). Short term investments are managed as part of our investment portfolio and have a maturity of one year or less when purchased. Short term investments are carried at fair value. The
increase in our allocation to short term investments at December 31, 2018, compared to December 31, 2017, is principally driven by the additional invested assets in certain of our third-party vehicles that limits investment allocation
to shorter term securities.
The duration of our fixed maturity investments and short term investments at December 31, 2018 was
2.1 years (2017 -
2.5 years). From time to time, we may reevaluate the duration of our portfolio in light of the duration of our liabilities and market
conditions. The shorter duration of our fixed maturity investments and short term investments at December 31, 2018, compared to
December 31, 2017, is principally the result of the increase in the allocation to short term investments noted
above.
The value of our fixed maturity investments will fluctuate with changes in the interest rate environment and when
changes occur in the overall investment market and in overall economic conditions. Additionally, our differing asset classes expose us to other risks which could cause a reduction in the value of our investments. Examples of some of these risks
include:
|
|
• |
Changes in the overall interest rate environment can expose us to “prepayment risk” on our
mortgage-backed investments. When interest rates decline, consumers will generally make prepayments on their mortgages and, as a result, our investments in mortgage-backed securities will be repaid to us more quickly than we might have originally
anticipated. When we receive these prepayments, our opportunities to reinvest these proceeds back into the investment markets will likely be at reduced interest rates. Conversely, when interest rates increase, consumers will generally make fewer
prepayments on their mortgages and, as a result, our investments in mortgage-backed securities will be repaid to us less quickly than we might have originally anticipated. This will increase the duration of our portfolio, which is disadvantageous to
us in a rising interest rate environment. |
|
|
• |
Our investments in certain tax-exempt municipal fixed income securities are subject to the risk that the
U.S. Government could limit or materially alter the current tax exemption on these securities and future new issuances. While the potential reduction or loss of such tax exemption would likely lead to increased yields on newly issued municipal fixed
income securities in the long term, we would also expect to see a decrease in the fair value of our municipal fixed income securities portfolio in the short term. |
|
|
• |
Our investments in mortgage-backed securities are also subject to default risk. This risk is due in part to
defaults on the underlying securitized mortgages, which would decrease the fair value of the investment and be disadvantageous to us. Similar risks apply to other asset-backed securities in which we may invest from time to
time. |
|
|
• |
Our investments in debt securities of other corporations are exposed to losses from insolvencies of these
corporations, and our investment portfolio can also deteriorate based on reduced credit quality of these corporations. We are also exposed to the impact of widening credit spreads even if specific securities are not
downgraded. |
|
|
• |
Our investments in asset-backed securities are subject to prepayment risks, as noted above, and to the
structural risks of these securities. The structural risks primarily emanate from the priority of each security in the issuer’s overall capital structure. We are also exposed to the impact of widening credit
spreads. |
|
|
• |
Within our other investments category, we have funds that invest in non-investment grade fixed income
securities as well as securities denominated in foreign currencies. These investments expose us to losses from insolvencies and other credit-related issues and also to widening of credit spreads. We are also exposed to fluctuations in foreign
exchange rates that may result in realized losses to us if our exposures are not hedged or if our hedging strategies are not
effective. |
The following table summarizes the composition of the
fair value of the fixed maturity investments and short term investments of our top ten corporate issuers.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At
December 31, 2018 |
|
|
|
|
|
|
|
(in thousands) |
|
|
|
Issuer
|
Total |
|
Short term
investments
|
|
Fixed maturity
investments
|
|
|
JP Morgan Chase &
Co. |
$ |
61,983 |
|
|
$ |
— |
|
|
$ |
61,983 |
|
|
|
Goldman Sachs Group Inc. |
53,330 |
|
|
— |
|
|
53,330 |
|
|
|
Bank of America
Corp. |
51,889 |
|
|
— |
|
|
51,889 |
|
|
|
Morgan Stanley |
48,966 |
|
|
— |
|
|
48,966 |
|
|
|
Wells Fargo &
Co. |
36,443 |
|
|
— |
|
|
36,443 |
|
|
|
HSBC Holdings PLC |
32,551 |
|
|
— |
|
|
32,551 |
|
|
|
Banco Santander,
S.A. |
27,701 |
|
|
— |
|
|
27,701 |
|
|
|
Citigroup Inc. |
27,190 |
|
|
— |
|
|
27,190 |
|
|
|
UBS Group
AG |
26,177 |
|
|
— |
|
|
26,177 |
|
|
|
Barclays P.L.C |
24,694 |
|
|
— |
|
|
24,694 |
|
|
|
Total (1) |
$ |
390,924
|
|
|
$ |
—
|
|
|
$ |
390,924
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Excludes non-U.S. government-backed corporate fixed maturity investments,
reverse repurchase agreements and commercial paper, at fair value. |
Equity Investments Trading
The following table summarizes the fair
value of equity investments trading:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At
December 31, |
2018 |
|
2017 |
|
Change |
|
|
(in
thousands) |
|
|
|
|
|
|
|
Financials |
$ |
200,357 |
|
|
$ |
253,543 |
|
|
$ |
(53,186 |
) |
|
|
Communications and
technology |
42,333 |
|
|
49,526 |
|
|
(7,193 |
) |
|
|
Industrial, utilities and energy |
24,520 |
|
|
34,325 |
|
|
(9,805 |
) |
|
|
Consumer |
20,639 |
|
|
24,779 |
|
|
(4,140 |
) |
|
|
Healthcare |
18,925 |
|
|
21,364 |
|
|
(2,439 |
) |
|
|
Basic
materials |
3,478 |
|
|
4,717 |
|
|
(1,239 |
) |
|
|
Total |
$
|
310,252 |
|
|
$
|
388,254 |
|
|
$
|
(78,002 |
)
|
|
|
|
|
|
|
|
|
|
We have a diversified public
equity securities mandate with a third party investment manager which currently comprises a portion of our investments included in equity investments trading. In addition, we can also strategically invest in certain more concentrated public equity
positions internally, primarily through our ventures business unit. It is possible our equity allocation will increase in the future, and it could, from time to time, have a material effect on our financial results for the reasonably foreseeable
future.
Other
Investments
The table below shows our portfolio of other
investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At
December 31, |
2018 |
|
2017 |
|
Change |
|
|
(in thousands) |
|
|
|
|
|
|
|
Catastrophe
bonds |
$ |
516,571 |
|
|
$ |
380,475 |
|
|
$ |
136,096 |
|
|
|
Private equity investments |
242,647 |
|
|
196,220 |
|
|
46,427 |
|
|
|
Senior secured bank loan
funds |
14,482 |
|
|
17,574 |
|
|
(3,092 |
) |
|
|
Hedge funds |
11,233 |
|
|
524 |
|
|
10,709 |
|
|
|
Total other investments |
$ |
784,933
|
|
|
$ |
594,793
|
|
|
$ |
190,140
|
|
|
|
|
|
|
|
|
|
|
We account for our other
investments at fair value in accordance with FASB ASC Topic Financial Instruments. The fair value of certain of our fund
investments, which principally include private equity investments, senior secured bank loan funds and hedge funds, is recorded on our consolidated 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. Many of our fund
investments are subject to restrictions on redemptions and sales which are determined by the governing documents and limit our ability to liquidate these investments in the short term.
Some of our fund managers and fund administrators are unable to provide final fund valuations as of our
current reporting date. We typically experience a reporting lag to receive a final net asset value report of one month for our hedge funds and senior secured bank loan funds and three months for private equity investments, although we have
occasionally experienced delays of up to six months at year end, as the private equity investments typically complete their 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, we estimate the fair value of these funds by starting with the prior month or quarter-end fund valuations, adjusting these valuations for actual capital calls, redemptions or distributions, and the impact of
changes in foreign currency exchange rates, and then estimating the return for the current period. In circumstances in which we estimate the return for the current period, all information available to us is utilized. This principally includes using
preliminary estimates reported to us by our 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 us with respect to the underlying investments, reviewing various indices for similar investments or asset classes, and estimating returns based on the results of similar types of investments for which we have obtained reported results,
or other valuation methods, where possible. Actual final fund valuations may differ, perhaps materially so, from our estimates and these differences are recorded in our consolidated statement of operations in the period in which they are reported to
us, as a change in estimate. Included in net investment income for 2018 is income of $0.3
million (2017 - income of $1.9
million) representing the change in estimate during the period related to the difference between our estimated net investment income due to the lag in reporting discussed above and the actual
amount as reported in the final net asset values provided by our fund managers.
Our estimate of the fair value
of catastrophe bonds is based on quoted market prices, or when such prices are not available, by reference to broker or underwriter bid indications. Refer to “Note 5. Fair Value Measurements” in our “Notes to the Consolidated Financial Statements” for additional
information regarding the fair value of measurement of our investments.
We have committed capital to private
equity investments, other investments and investments in other ventures of $1.2 billion, of which
$686.4 million has been contributed at December 31, 2018. Our remaining commitments to these investments at December 31, 2018 totaled $470.8 million. In the future, we may enter into additional commitments in respect of private equity investments or
individual portfolio company investment
opportunities.
Investments in Other Ventures,
under Equity Method
The table below shows our investments in other ventures, under equity method:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At
December 31, |
2018
|
|
2017
|
|
|
(in thousands, except percentages) |
Investment |
|
Ownership % |
|
Carrying Value |
|
Investment |
|
Ownership % |
|
Carrying Value |
|
|
Total Tower Hill
Companies |
64,750 |
|
|
24.9 |
% |
|
38,241 |
|
|
64,750 |
|
|
26.3 |
% |
|
42,167 |
|
|
|
Top Layer Re |
65,375 |
|
|
50.0 |
% |
|
46,562 |
|
|
65,375 |
|
|
50.0 |
% |
|
50,211 |
|
|
|
Other |
35,862 |
|
|
30.6 |
% |
|
30,369 |
|
|
13,650 |
|
|
40.4 |
% |
|
9,596 |
|
|
|
Total investments
in other ventures, under equity method |
$
|
165,987 |
|
|
|
|
$
|
115,172 |
|
|
$
|
143,775 |
|
|
|
|
$
|
101,974 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Except for Top Layer Re, the equity in
earnings of the Tower Hill Companies and our other category of investments in other ventures are reported one quarter in arrears. The carrying value of our investments in other ventures, under equity method, individually or in the aggregate may, and
likely will, differ from the realized value we may ultimately attain, perhaps significantly so.
Effects of Inflation
The potential exists, after a catastrophe loss,
for the development of inflationary pressures in a local economy. We consider the anticipated effects on us in our catastrophe loss models. Our estimates of the potential effects of inflation are also considered in pricing and in estimating reserves
for unpaid claims and claim expenses. In addition, it is possible that the risk of general economic inflation has increased which could, among other things, cause claims and claim expenses to increase and also impact the performance of our
investment portfolio. The actual effects of this potential increase in inflation on our results cannot be accurately known until, among other items, claims are ultimately settled. The onset, duration and severity of an inflationary period cannot be
estimated with precision.
Off-Balance Sheet and
Special Purpose Entity Arrangements
At
December 31, 2018, we had not entered into any off-balance sheet arrangements, as defined in
Item 303(a)(4) of Regulation
S-K.
Contractual
Obligations
In the normal course of our business, we are a party to a variety of contractual obligations and
these are considered by us when assessing our liquidity requirements. In certain circumstances, our contractual obligations may be accelerated due to defaults under the agreements governing those obligations (including pursuant to cross-default
provisions in such agreements) or in connection with certain changes in control of the Company, for example. In addition, in certain circumstances, in the event of a default these obligations may bear an increased interest rate or be subject to
penalties.
The table below shows our contractual
obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At
December 31, 2018 |
Total |
|
Less than 1
year
|
|
1-3 years |
|
3-5 years |
|
More than 5
years
|
|
|
(in thousands) |
|
|
|
|
|
|
|
|
|
|
|
Long term debt obligations (1) |
|
|
|
|
|
|
|
|
|
|
|
3.450% Senior Notes due 2027 |
$ |
387,965 |
|
|
$ |
10,350 |
|
|
$ |
20,700 |
|
|
$ |
20,700 |
|
|
$ |
336,215 |
|
|
|
3.700% Senior
Notes due 2025 |
369,364 |
|
|
11,100 |
|
|
22,200 |
|
|
22,200 |
|
|
313,864 |
|
|
|
5.750% Senior Notes due 2020 |
267,293 |
|
|
14,375 |
|
|
252,918 |
|
|
— |
|
|
— |
|
|
|
4.750% Senior
Notes due 2025 (DaVinciRe) (1) |
195,714 |
|
|
7,125 |
|
|
14,250 |
|
|
14,250 |
|
|
160,089 |
|
|
|
Total long term debt obligations |
1,220,336 |
|
|
42,950 |
|
|
310,068 |
|
|
57,150 |
|
|
810,168 |
|
|
|
Private equity and
investment commitments (2) |
470,754 |
|
|
470,754 |
|
|
— |
|
|
— |
|
|
— |
|
|
|
Operating lease
obligations |
23,418 |
|
|
7,137 |
|
|
10,228 |
|
|
5,755 |
|
|
298 |
|
|
|
Capital lease obligations |
28,959 |
|
|
3,331 |
|
|
6,672 |
|
|
6,166 |
|
|
12,790 |
|
|
|
Payable for investments purchased |
380,332 |
|
|
380,332 |
|
|
— |
|
|
— |
|
|
— |
|
|
|
Reserve for claims
and claim expenses (3) |
6,076,271 |
|
|
1,762,119 |
|
|
1,883,644 |
|
|
1,032,966 |
|
|
1,397,542 |
|
|
|
Total contractual obligations (4) |
$ |
8,200,070
|
|
|
$ |
2,666,623
|
|
|
$ |
2,210,612
|
|
|
$ |
1,102,037
|
|
|
$ |
2,220,798
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Includes contractual interest payments. |
|
|
(2) |
The private equity and investment commitments do not have a defined contractual commitment date and we have
therefore included them in the less than one year category. |
|
|
(3) |
Because of the nature of the coverages we provide, the amount and timing of the cash flows associated with
our policy liabilities will fluctuate, perhaps significantly, and therefore are highly uncertain. We have based our estimates of future claim payments on available relevant sources of loss and allocated loss adjustment expense development data and
benchmark industry payment patterns. These benchmarks are revised periodically as new trends emerge. We believe that it is likely that this benchmark data will not be predictive of our future claim payments and that material fluctuations can occur
due to the nature of the losses which we insure and the coverages which we provide. |
|
|
(4) |
In connection with the TMR Stock Purchase, we expect certain of the obligations to increase as we will
consolidate the TMR Group Entities’ assets and liabilities, including the TMR Group Entities’ claim and claim expense
reserves. |
CURRENT
OUTLOOK
Property Exposed Market
Developments
In 2018, the insurance and reinsurance markets were impacted by large loss events including
Typhoons Jebi, Mangkut and Trami, Hurricanes Florence and Michael in the U.S., wildfires in the state of California, and numerous other events around the world. We currently estimate that these events gave rise to more than $80 billion of
industry-wide insured losses. These significant 2018 events follow a number of significant natural disasters in 2017, including Hurricanes Harvey, Irma and Maria, the Mexico City Earthquake in the third quarter of 2017, and the wildfires in many
areas of California. Given the nature and breadth of these events, the associated losses have affected an unusually large number of regions, and, accordingly, insureds, reinsurance lines and reinsurers. In addition, the ultimate scale of the losses,
loss estimation, length of payout periods, social inflation risk and other factors continue to be uncertain for these loss events, both for the individual events and in the aggregate. In addition, in 2018 the insurance industry experienced
significant ongoing adverse development on the 2017 Large Loss Events, most notably
Hurricane Irma. We estimate that, by
itself, the industry’s 2018 adverse development on Hurricane Irma would have been one of the largest events of 2018 on an insured loss basis.
Partly as a result of the 2017 Large Loss Events and the subsequent overall adverse
development from them, industry conditions improved broadly in the 2018 renewal season, albeit at the lower end of our expectations, facilitating growth in existing operations and presenting opportunities to deploy additional third party capital.
Broadly, the January 2019 renewal season was generally stable, at the lower end of reported market expectations in light of the significant loss activity. Generally, loss affected programs and lines have seen the most improvement in terms and
conditions, but other property-exposed coverages have also exhibited beneficial changes, particularly retrocessional coverages. We believe it is possible that the 2018 Large Loss Events may contribute to overall market dynamics that could continue to sustain the modestly positive rate impacts that were seen following the 2017 Large
Loss Events, or could forestall negative trends. Moreover, both the large loss events and other market dynamics helped drive demand for complex, holistic product coverages, for which we believe
we have competitive advantages. However, at this time we cannot know with certainty whether any such positive developments will transpire or be sustained, or the degree to which we will continue to benefit from
them.
We expect that over time reinsurance demand for many coverages and solutions will continue to lag the
pace of growth in available capital and we believe we are well positioned to benefit from these developments as shown, for example, in our efforts to optimize our gross-to-net portfolio. However, we believe it is possible that in 2019 capital supply
from alternative capital providers may not, for the first time in some time, continue to grow. In any case, over the medium and longer term, we anticipate the market will be characterized by an ample supply of capital, including third party capital,
notwithstanding the significant impacts of the 2017 Large Loss Events and 2018
Large Loss Events.
Furthermore, cedants in many of the
key markets we serve are large and increasingly sophisticated. They may be able to manage large and growing retentions, access risk transfer capital in expanding forms, and may seek to focus their reinsurance relationships on a core group of
well-capitalized, highly-rated reinsurers who can provide a complete product suite as well as value-added service. While we believe we are well positioned to compete for business we find attractive, these dynamics may limit the degree to which the
market sustains favorable improvements in the near-term or continue to introduce or exacerbate long-term challenges in our markets.
Casualty and Specialty Exposed Market
Developments
The markets in which our Casualty and Specialty segment operate generally experienced favorable
rate trends and stable terms and conditions in 2018. While we have mostly observed favorable conditions for accounts that exhibited elevated loss emergence or underlying rate deterioration, we estimate that the favorable market trends have extended
more broadly. We continue to expect casualty insurance and reinsurance capacity to remain generally abundant during 2019, and estimate that, overall, the casualty and specialty market was relatively stable at the January 2019 renewal. In the
near term, we believe that current pricing trends exhibited during the year are likely to continue, with terms and conditions for loss-affected lines of business, such as the liability exposures impacted by the California wildfires, continuing to
show moderate improvement and certain other areas of the casualty and specialty market potentially maintaining less pronounced but positive adjustments. Moreover, we believe that pockets of casualty and specialty lines may provide attractive
opportunities for stronger or well-positioned reinsurers and that, given our strong ratings, expanded product offerings, and increased U.S. market presence, we are well positioned to compete for business that we find attractive, such as the large,
bespoke coverages we have structured and provided for the California wildfire liability market. We plan to continue to seek unique or differentiated opportunities to provide coverage on large programs open only to us or select markets. However, these opportunities arise sporadically, and we cannot assure that we will retain these programs or obtain new programs of this
nature in the future.
Relatedly, specific renewal terms vary widely by insured account and our ability to shape
our portfolio to improve its estimated risk and return characteristics is subject to a range of competitive and commercial factors. We cannot assure you that these positive dynamics will be sustained, or that we will participate fully in improving
terms. We intend to seek to maintain strong underwriting discipline and, in light of prevailing market conditions, cannot provide assurance that we will succeed in growing or maintaining our current combined in-force book of
business.
General Economic
Conditions
Underlying economic conditions in several of the key markets we serve remained generally stable or
improved in 2018, with our core markets, including the U.S., experiencing economic growth amidst moderate increases in prevailing interest rates. This economic growth contributes positively to demand for our coverages and services, particularly in
jurisdictions with high insurance penetration and the potential for risk concentration.
We continue to believe
that meaningful risk remains for political and economic uncertainty, economic weakness or adverse disruptions in general economic and financial market conditions. Moreover, any future economic growth may be at a comparatively suppressed rate for a
relatively extended period of time. Declining or weak economic conditions could reduce demand for the products sold by us or our customers, impact the risk-adjusted attractiveness and absolute returns and yields of our investment portfolio, or
weaken our overall ability to write business at risk-adequate rates. Persistent low levels of economic activity could also adversely impact other areas of our financial performance, by contributing to unforeseen premium adjustments, mid-term policy
cancellations or commutations or asset devaluation, among other things. In addition, it is possible that increasing uncertainties related to cross-border trade will diminish economic growth for specific sectors which drive the insurance market
disproportionately. Our specialty and casualty reinsurance and Lloyd’s portfolios in particular could be exposed to risks arising from economic weakness or dislocations, including with respect to a potential increase of claims in directors and
officers, errors and omissions, surety, casualty clash and other lines of business. In addition, we believe our consolidated credit risk, reflecting our counterparty dealings with customers, agents, brokers, retrocessionaires, capital providers and
parties associated with our investment portfolio, among others, is likely to be higher during a period of economic weakness. Any of the foregoing or other outcomes of a period of economic weakness could adversely impact our financial position or
results of operations.
The sustained environment of low interest rates in recent years lowered the yields at
which we invest our assets relative to longer-term historical levels. More recently, we have seen increases in interest rates, and as we invest cash from new premiums written or reinvest the proceeds of invested assets that mature or that we choose
to sell, the yield on our portfolio may be favorably impacted by the increasing interest rate environment. However, such an increase in prevailing interest rates could contribute to higher realized and unrealized losses associated with our currently
invested assets in the near term. While it is possible yields will improve in future periods, we are unable to predict with certainty when conditions will substantially improve, or the pace of any such
improvement.
We continue to monitor the risk that our principal markets will experience increased inflationary
conditions and believe this risk is increasing. Inflationary conditions would cause costs related to our claims and claim expenses to increase and impact the performance of our investment portfolio, among other things. The onset, duration and
severity of an inflationary period cannot be estimated with precision.
Legislative and
Regulatory Update
The Tax Bill was signed into law on December 22, 2017. The Tax Bill amends a range of U.S. federal tax rules
applicable to individuals, businesses and international taxation, including, among other things, altering the current taxation of insurance premiums ceded from a United States domestic corporation to any non-U.S. affiliate. The Tax Bill and future
regulatory actions pertaining to it could adversely impact the insurance and reinsurance industry and our own results of operations by increasing taxation of certain activities and structures in our industry. We are unable to predict all of the
ultimate impacts of the Tax Bill and other proposed tax reform regulations and legislation on our business and results of operations. While we continue to estimate that the near term economic impact of the Tax Bill to us will be minimal, uncertainty
regarding the impact of the Tax Bill remains, as a result of factors including future regulatory and rulemaking processes, the prospects of additional corrective or supplemental legislation, potential trade or other litigation and other factors.
Further, it is possible that other legislation could be introduced and enacted in the future that would have an adverse impact on us.
In prior Congressional sessions, Congress has considered a range of potential legislation which would, if enacted, provide for matters such as the creation of (i) a federal reinsurance catastrophe fund; (ii)
a federal consortium to facilitate qualifying state residual markets and catastrophe funds in securing reinsurance; and (iii) a federal bond guarantee program for state catastrophe funds in qualifying state residual markets. In April 2016, H.R.4947,
the Natural Disaster Reinsurance Act of 2016, which would create a federal
reinsurance program to cover any losses
insured or reinsured by eligible state programs arising from natural catastrophes, including losses from floods, earthquakes, tropical storms, tornadoes, volcanic eruption and winter storms, was introduced. If enacted, this bill, or legislation
similar to any of these proposals, would, we believe, likely contribute to the growth of state entities offering below-market priced insurance and reinsurance in a manner adverse to us and market participants more generally. Such legislation could
also encourage cessation, or even reversal, of reforms and stabilization initiatives that have been enacted in the state of Florida and other catastrophe-exposed states in recent years. While we believe such legislation will continue to be
vigorously opposed, if adopted these bills would likely diminish the role of private market catastrophe reinsurers and could adversely impact our financial results, perhaps
materially.
In June 2012, Congress passed the Biggert-Waters Bill, which provided for a five-year renewal of
the National Flood Insurance Program (the “NFIP”) and, among other things, authorized the Federal Emergency Management Agency (“FEMA”) to carry out initiatives to determine the capacity of private insurers, reinsurers, and
financial markets to assume a greater portion of the flood risk exposure in the U.S., and to assess the capacity of the private reinsurance market to assume some of the program’s risk. Commencing in January 2017, FEMA has, acting under
authority contemplated by the Biggert-Waters Bill, secured annual reinsurance protection for the NFIP. Most recently, in January 2018, FEMA announced that it had renewed its reinsurance program to provide for $1.32 billion of protection in respect
of 2019, covering 14% of NFIP’s losses between $4 billion and $6 billion, 25.6% of its losses between $6 billion and $8 billion, and 26.6% of its losses between $8 billion and $10 billion. In addition, NFIP has procured an additional $500
million of private market protection via the FloodSmart Re $500 million Series 2018-1 Notes. It is possible this program will continue and potentially expand in future periods and may encourage other U.S. federal programs to explore private market
risk transfer initiatives; however, we cannot assure you that any such developments will in fact occur, or that if they do transpire we will succeed in
participating.
The statutory authorization for the operation and continuation of the NFIP has expired and
received a series of short term extensions. Most recently, in December 2018, NFIP’s authorization was extended to May 31, 2019. Legislative language under consideration in the House of Representatives would clarify that flood insurance
provided by private firms satisfies the requirement that homeowners maintain flood coverage on mortgaged properties that are backed by a federal guarantee and located in a flood zone. In January 2019, the Federal Deposit Insurance Corp. and Office
of the Comptroller of the Currency issued rules requiring lenders to accept private flood insurance policies that have coverage at least as comprehensive as that offered by NFIP, and providing a framework to evaluate alternative flood coverage.
Congress is also considering legislative language that would direct FEMA to consider policy holders who discontinue an NFIP policy and then later return to the NFIP as having continuous coverage if they can demonstrate that a flood insurance policy
from a private firm was maintained throughout the interim period. To the extent these laws, rules and regulations are adopted and enforced, they could incrementally contribute to the growth of private residential flood opportunities and the
financial stabilization of the NFIP. However, reauthorization of the NFIP remains subject to meaningful uncertainty; and whether a successful reauthorization would continue market-enhancing reforms is significantly uncertain. Accordingly, we cannot
assure you that legislation to reform the NFIP will indeed be enacted or that the private market for residential flood protection will be enhanced if it is.
In recent years, market conditions for insurance in the state of Florida have been significantly impacted by the increasingly prevalent utilization of a practice referred to as “assignment of
benefits,” or “AOB”. We currently estimate that the impacts of AOB will contribute adversely to the ultimate economic losses borne by the insurance market in light of recent large Florida loss events, including Hurricane Michael,
perhaps significantly. An AOB is an instrument executed by a primary policyholder that is deemed to permit certain third parties, such as water extraction companies, roofers, or plumbers, to “stand in the shoes” of the insured and seek
direct payments from the policyholder’s insurance company. According to the Florida Office of Insurance Regulation (the “OIR”), while there were 405 AOB lawsuits relating to water and glass matters across Florida in 2006, that
number rose to 36,601 in 2017 and 34,289 in 2018. Moreover, according to the OIR, claims with an AOB have a much higher degree of severity than claims without one. For example, in 2018 the OIR estimated that between 2015 and 2017, the frequency of
water claims rose by 44% and the severity of water claims rose by 18%. Similarly, litigation data submitted to the Florida Department of Financial Services show that the number of AOB lawsuits filed against all Florida property insurers rose from
4,613 in 2013 to 17,421 in 2018, a 270%
increase.
While we cannot precisely estimate the
adverse impact AOB practices will have in respect of the large losses in 2017 and 2018, we do believe that usage of AOBs contributes significantly to loss trends in Florida. Accordingly, these ongoing challenges relating to abuse of AOB has impacted
our own risk selection criteria with respect to Florida exposures, reducing the number of programs we believe are submitted at attractive risk-adjusted terms. We actively review our underwriting criteria, and expect that, in the absence of reform,
these trends may further affect our decisions in respect of allocating capital to Florida. While both private companies and the OIR are exploring non-statutory means to mitigate these issues, legislative reforms proposed over the last several years
have not been enacted. We believe that a continuation of these trends will likely weaken or potentially impair primary insurance companies, reduce both demand for and availability of reinsurance and discourage the strengthening of the private
insurance market that we believe had otherwise been evident in Florida. Such trends would adversely impact the Florida market and many of the companies we seek to
serve.
ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The following risk management discussion and the
estimated amounts generated from sensitivities presented are forward-looking statements of market risk assuming certain market conditions occur. Actual results in the future may differ materially from these estimated results due to, among other
things, actual developments in the global financial markets and changes in the composition of our investment portfolio, derivatives and product offerings. The results of analysis used by us to assess and mitigate risk should not be considered
projections of future events or losses. See “Note On Forward-Looking Statements” for additional discussion regarding forward-looking statements included
herein.
We are principally exposed to four types of market risk: interest rate risk; foreign currency risk;
credit risk; and equity price risk. Our policies to address these risks in 2018 were not materially different than those used in
2017.
Upon consummation of the TMR Stock Purchase, the TMR Group Entities’ assets and liabilities will be consolidated with RenaissanceRe and subject to our existing policies for addressing the markets risks
noted herein. As a result of the potential acquisition of the TMR Group Entities, we anticipate increased exposure to each of these market risks, resulting from an increase in the geographic scope of our operations and in the size of our investment
portfolio. We do not currently anticipate significant changes in how those exposures are managed in future reporting periods based upon what is known or expected to be in effect in future reporting periods, including the potential acquisition of the
TMR Group Entities.
Our guidelines permit investments in derivative instruments such as futures, forward
contracts, options, swap agreements and other derivative contracts which may be used to assume risk or for hedging purposes. Refer to “Note 18. Derivative Instruments in our Notes to the Consolidated Financial Statements” for additional information related to derivatives we have entered
into.
Interest Rate
Risk
Interest rate risk is the price sensitivity of a security to changes in interest rates. Our investment
portfolio includes fixed maturity investments and short term investments, whose fair values will fluctuate with changes in interest rates. Our liabilities are accrued at a static rate in accordance with GAAP. However, we consider our liabilities,
namely our net claims and claims expenses, to have an economic exposure to inflation and interest rate risk. As a result, we are exposed to interest rate risk with respect to our overall net economic asset position and more generally from an
accounting standpoint since the assets are carried at fair value, while liabilities are accrued at a static rate.
We may utilize derivative instruments via an interest rate overlay strategy, for example, to manage or optimize our duration and curve exposures. In addition, we attempt to maintain adequate liquidity in our
fixed maturity investments portfolio to fund operations, pay reinsurance and insurance liabilities and claims and provide funding for unexpected
events.
The following tables summarize the
aggregate hypothetical increase (decrease) in fair value from an immediate parallel shift in the treasury yield curve, assuming credit spreads remain constant, reflecting the use of an immediate time horizon since this presents the worst-case
scenario, in our fixed maturity investment and short term investments portfolio for the years indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Rate
Shift in Basis Points |
|
|
At December 31,
2018 |
-100 |
|
-50 |
|
Base |
|
50 |
|
100 |
|
|
(in thousands, except percentages) |
|
|
|
|
|
|
|
|
|
|
|
Fair value of fixed maturity and short term investments |
$ |
10,877,855 |
|
|
$ |
10,777,893 |
|
|
$ |
10,675,390 |
|
|
$ |
10,571,175 |
|
|
$ |
10,466,211 |
|
|
|
Net increase
(decrease) in fair value |
$ |
202,465 |
|
|
$ |
102,503 |
|
|
$ |
— |
|
|
$ |
(104,215 |
) |
|
$ |
(209,179 |
) |
|
|
Percentage change in fair value |
1.9 |
% |
|
1.0 |
% |
|
— |
% |
|
(1.0 |
)% |
|
(2.0 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Rate
Shift in Basis Points |
|
|
At December 31,
2017 |
-100 |
|
-50 |
|
Base |
|
50 |
|
100 |
|
|
(in thousands, except percentages) |
|
|
|
|
|
|
|
|
|
|
|
Fair value of fixed maturity and short term investments |
$ |
8,630,509 |
|
|
$ |
8,524,138 |
|
|
$ |
8,418,418 |
|
|
$ |
8,313,350 |
|
|
$ |
8,208,934 |
|
|
|
Net increase
(decrease) in fair value |
$ |
212,091 |
|
|
$ |
105,720 |
|
|
$ |
— |
|
|
$ |
(105,068 |
) |
|
$ |
(209,484 |
) |
|
|
Percentage change in fair value |
2.5 |
% |
|
1.3 |
% |
|
— |
% |
|
(1.2 |
)% |
|
(2.5 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
As noted above, we use
derivative instruments, namely interest rate futures and swaps within our portfolio of fixed maturity investments to manage our exposure to interest rate risk, which can include increasing or decreasing our exposure to this risk. At December 31, 2018, we had $1.9 billion of notional long positions and $545.8 million of
notional short positions of primarily Eurodollar, U.S. Treasury and non-U.S. dollar futures contracts (2017 - $1.5 billion and $801.1 million,
respectively). At December 31, 2018, we had $78.4 million of notional positions paying a fixed rate and $32.1 million receiving a fixed rate
denominated in U.S. dollar swap contracts (2017 - $40.3 million and $Nil, respectively).
Refer to “Note 18. Derivative Instruments in our Notes to the Consolidated Financial
Statements” for additional information related to interest rate futures and swaps entered into by us.
At
December 31, 2018, the aggregate hypothetical impact of an immediate upward parallel shift in the treasury yield curve of 100 basis
points would be a decrease in the market value of our net position in interest rate futures of approximately $11.3 million and an increase in the market value of our net position in interest rate swaps of approximately $0.1 million. Conversely, at December 31, 2018, the aggregate hypothetical impact of an immediate
downward parallel shift in the treasury yield curve of 100 basis points would be an increase in the market value of our net position in interest rate futures of approximately $10.3
million and a decrease in the market value of our net position in interest rate swaps of approximately $0.1 million. The foregoing reflects the use of an immediate time horizon, since this presents the worst-case scenario. Credit spreads are assumed to remain constant in these hypothetical
examples.
Foreign Currency
Risk
Our functional currency is the U.S. dollar. We routinely write a portion of our business in currencies
other than U.S. dollars and may, from time to time, experience foreign exchange gains and losses in our consolidated financial statements. All changes in exchange rates, with the exception of non-monetary assets and liabilities, are recognized in
our consolidated statements of operations. We are primarily
impacted by the foreign currency risk
exposures noted below, and may, from time to time, enter into foreign currency forward and option contracts to minimize the effect of fluctuating foreign currencies on the value of non-U.S. dollar denominated assets and liabilities. Refer to
“Note 18. Derivative Instruments in our Notes to the Consolidated Financial Statements” for
additional information related to foreign currency forward and option contracts we have entered into. We may determine to not match a portion of our projected liabilities in foreign currencies with investments in the same currencies, which would
increase our exposure to foreign currency fluctuations and increase the volatility of our results of operations.
Underwriting Operations
Our foreign currency policy
with regard to our underwriting operations is generally to hold foreign currency assets, including cash, investments and receivables that approximate the foreign currency liabilities, including claims and claim expense reserves and reinsurance
balances payable. When necessary, we may use foreign currency forward and option contracts to minimize the effect of fluctuating foreign currencies on the value of non-U.S. dollar denominated assets and liabilities associated with our underwriting
operations.
Investment
Portfolio
Our investment operations are exposed to currency fluctuations through our investments in non-U.S.
dollar fixed maturity investments, short term investments and other investments. To economically hedge our exposure to currency fluctuations from these investments, we have entered into foreign currency forward contracts. In certain instances, we
may assume foreign exchange risk as part of our investment strategy. Unrealized foreign exchange gains or losses arising from non-U.S. dollar investments classified as available for sale are recorded in accumulated other comprehensive income.
Realized and unrealized foreign exchange gains or losses from the sale of our non-U.S. dollar fixed maturity investments trading and other investments, and foreign exchange gains or losses associated with our hedging of these non-U.S. dollar
investments are recorded in net foreign exchange (losses) gains in our consolidated statements of operations. In the future, we may choose
to increase our exposure to non-U.S. dollar investments.
The following tables summarize the principal
currencies creating foreign exchange risk for us and our net foreign currency exposures and the impact of a hypothetical 10% change in our net foreign currency exposure, keeping all other variables constant, as of the dates
indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31,
2018 |
AUD |
|
CAD |
|
EUR |
|
GBP |
|
JPY |
|
NZD |
|
Other |
|
Total |
|
|
(in thousands, except for
percentages) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets denominated in foreign currencies |
$ |
(7,428 |
) |
|
$ |
57,425 |
|
|
$ |
190,573 |
|
|
$ |
(94,769 |
) |
|
$ |
(233,041 |
) |
|
$ |
(15,495 |
) |
|
$ |
(36,968 |
) |
|
$ |
(139,703 |
) |
|
|
Net foreign currency
derivatives notional amounts |
(2,360 |
) |
|
(54,656 |
) |
|
(136,404 |
) |
|
98,195 |
|
|
163,909 |
|
|
16,413 |
|
|
10,030 |
|
|
95,127 |
|
|
|
Total net foreign currency exposure |
$ |
(9,788
|
) |
|
$ |
2,769
|
|
|
$ |
54,169
|
|
|
$ |
3,426
|
|
|
$ |
(69,132
|
) |
|
$ |
918
|
|
|
$ |
(26,938
|
) |
|
$ |
(44,576
|
) |
|
|
Net foreign currency
exposure as a percentage of total shareholders’ equity attributable to RenaissanceRe |
(0.2 |
)% |
|
0.1 |
% |
|
1.1 |
% |
|
0.1 |
% |
|
(1.4 |
)% |
|
— |
% |
|
(0.5 |
)% |
|
(0.9 |
)% |
|
|
Impact of a hypothetical 10% change in total net foreign currency exposure |
$ |
979 |
|
|
$ |
(277 |
) |
|
$ |
(5,417 |
) |
|
$ |
(343 |
) |
|
$ |
6,913 |
|
|
$ |
(92 |
) |
|
$ |
2,694 |
|
|
$ |
4,458 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31,
2017 |
AUD |
|
CAD |
|
EUR |
|
GBP |
|
JPY |
|
NZD |
|
Other |
|
Total |
|
|
(in thousands, except for
percentages) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets denominated in foreign currencies |
$ |
(5,519 |
) |
|
$ |
50,546 |
|
|
$ |
(62,778 |
) |
|
$ |
(61,928 |
) |
|
$ |
(16,762 |
) |
|
$ |
(24,114 |
) |
|
$ |
(8,266 |
) |
|
$ |
(128,821 |
) |
|
|
Net foreign currency
derivatives notional amounts |
(1,577 |
) |
|
(32,792 |
) |
|
94,981 |
|
|
75,226 |
|
|
24,468 |
|
|
22,749 |
|
|
(382 |
) |
|
182,673 |
|
|
|
Total net foreign currency exposure |
$ |
(7,096
|
) |
|
$ |
17,754
|
|
|
$ |
32,203
|
|
|
$ |
13,298
|
|
|
$ |
7,706
|
|
|
$ |
(1,365
|
) |
|
$ |
(8,648
|
) |
|
$ |
53,852
|
|
|
|
Net foreign currency
exposure as a percentage of total shareholders’ equity attributable to RenaissanceRe |
(0.2 |
)% |
|
0.4 |
% |
|
0.7 |
% |
|
0.3 |
% |
|
0.2 |
% |
|
— |
% |
|
(0.2 |
)% |
|
1.2 |
% |
|
|
Impact of a hypothetical 10% change in total net foreign currency exposure |
$ |
710 |
|
|
$ |
(1,775 |
) |
|
$ |
(3,220 |
) |
|
$ |
(1,330 |
) |
|
$ |
(771 |
) |
|
$ |
137 |
|
|
$ |
865 |
|
|
$ |
(5,385 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Credit
Risk
Credit risk relates to the uncertainty of a counterparty’s ability to make timely payments in
accordance with contractual terms of the instrument or contract and market risk associated with changes in credit spreads. We are primarily exposed to direct credit risk within our portfolios of fixed maturity and short term investments, and through
customers and reinsurers in the form of premiums receivable and reinsurance recoverables, respectively, as discussed below.
Fixed Maturity Investments and Short Term
Investments
Credit risk related to our fixed maturity investments and short term investments is the exposure to
adverse changes in the creditworthiness of individual investment holdings, issuers, groups of issuers, industries and countries. We manage credit risk in our fixed maturity investments and short term investments through the credit research performed
primarily by the investment management service providers and our evaluation of these investment managers adherence to investment mandates provided to them. The management of credit risk in the investment portfolio is integrated in our credit risk
management governance framework and the management of credit exposures and concentrations within the investment portfolio are carried out in accordance with our risk policies, limits and risk concentrations as overseen by the Investment and Risk
Management Committee of our Board of Directors. In the investment portfolio, we review on a regular basis our asset concentration, credit quality and adherence to credit limit guidelines. At
December 31, 2018, our fixed maturity investments and short term investment portfolio had a dollar-weighted average credit quality
rating of AA (2017 -
AA-). In addition, we limit the amount of credit exposure to any one financial institution and, except for U.S. Government securities and
money market securities, none of our investments exceeded 10% of shareholders’ equity at
December 31,
2018.
The following table summarizes the ratings
of our fixed maturity investments and short term investments (using ratings assigned by S&P, or Moody’s and/or other rating agencies when S&P ratings were not available) as a percentage of total fixed maturity investments and short
term investments as of the dates indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At
December 31, |
2018 |
|
2017 |
|
|
|
|
|
|
|
|
AAA |
31.4 |
% |
|
20.2 |
% |
|
|
AA |
44.5 |
% |
|
51.9 |
% |
|
|
A |
8.7 |
% |
|
9.7 |
% |
|
|
BBB |
6.2 |
% |
|
6.2 |
% |
|
|
Non-investment grade |
8.4 |
% |
|
11.4 |
% |
|
|
Not
rated |
0.8 |
% |
|
0.6 |
% |
|
|
Total |
100.0 |
% |
|
100.0 |
% |
|
|
|
|
|
|
|
We consider the impact of
credit spread movements on the fair value of our fixed maturity and short term investments portfolio. As credit spreads widen, the fair value of our fixed maturity and short term investments decreases, and vice versa.
The following tables summarize the aggregate hypothetical increase (decrease) in fair value from an immediate
parallel shift in credit spreads, assuming the treasury yield curve remains constant, reflecting the use of an immediate time horizon since this presents the worst-case scenario, in our fixed maturity investments and short term investments portfolio
for the years indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Credit
Spread Shift in Basis Points |
|
|
At December 31,
2018 |
-100 |
|
-50 |
|
Base |
|
50 |
|
100 |
|
|
(in thousands, except percentages) |
|
|
|
|
|
|
|
|
|
|
|
Fair value of fixed income and short term investments |
$ |
10,804,654 |
|
|
$ |
10,750,213 |
|
|
$ |
10,675,390 |
|
|
$ |
10,589,321 |
|
|
$ |
10,503,252 |
|
|
|
Net increase
(decrease) in fair value |
$ |
129,264 |
|
|
$ |
74,823 |
|
|
$ |
— |
|
|
$ |
(86,069 |
) |
|
$ |
(172,138 |
) |
|
|
Percentage change in fair value |
1.2 |
% |
|
0.7 |
% |
|
— |
% |
|
(0.8 |
)% |
|
(1.6 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Credit
Spread Shift in Basis Points |
|
|
At December 31,
2017 |
-100 |
|
-50 |
|
Base |
|
50 |
|
100 |
|
|
(in thousands, except percentages) |
|
|
|
|
|
|
|
|
|
|
|
Fair value of fixed income and short term investments |
$ |
8,511,410 |
|
|
$ |
8,476,539 |
|
|
$ |
8,418,418 |
|
|
$ |
8,344,261 |
|
|
$ |
8,270,104 |
|
|
|
Net increase
(decrease) in fair value |
$ |
92,992 |
|
|
$ |
58,121 |
|
|
$ |
— |
|
|
$ |
(74,157 |
) |
|
$ |
(148,314 |
) |
|
|
Percentage change in fair value |
1.1 |
% |
|
0.7 |
% |
|
— |
% |
|
(0.9 |
)% |
|
(1.8 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
We also employ credit
derivatives in our investment portfolio to either assume credit risk or hedge our credit exposure. At December 31, 2018, we had outstanding credit derivatives of $1.0 million in
notional long positions (short credit) and $126.2 million in notional short positions (long credit),
denominated in U.S. dollars (2017 - $1.0 million and $18.8
million, respectively). Refer to “Note 18.
Derivative Instruments in our Notes to the Consolidated Financial Statements” for additional information related to credit derivatives
entered into by us. The aggregate
hypothetical market value impact from an immediate upward shift in credit spreads of 100 basis points would cause a decrease in the market value of our net position in these derivatives of approximately $5.5 million at December 31,
2018. Conversely, the aggregate hypothetical market value impact from an immediate downward shift in credit spreads of 100 basis points would cause an increase in the market value of our net
position in these derivatives of approximately $5.0 million at December 31,
2018. For an immediate downward shift in credit spreads, we do not allow credit spreads to go negative in calculating the impact. The foregoing reflects the use of an immediate time horizon,
since this presents the worst-case scenario.
Premiums Receivable and Reinsurance
Recoverable
Premiums receivable from ceding companies are subject to credit risk. To mitigate credit risk
related to reinsurance premiums receivable, we have established standards for ceding companies and, in most cases, have a contractual right of offset allowing us to settle claims net of any reinsurance premiums receivable. We also have reinsurance
recoverable amounts from our reinsurers. To mitigate credit risk related to our reinsurance recoverable amounts, we consider the financial strength of our reinsurers when determining whether to purchase coverage from them. We generally obtain
reinsurance coverage from companies rated “A-“ or better by S&P unless the obligations are collateralized. We routinely monitor the financial performance and rating status of all material reinsurers. Refer to “Part II, Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations, Summary of Critical Accounting Estimates, Reinsurance Recoverables” for additional information with respect to reinsurance
recoverable.
Equity Price
Risk
Equity price risk is the potential loss arising from changes in the market value of equities. As detailed
in the table below, we are directly exposed to this risk through our investment in equity investments trading which are traded on nationally recognized stock exchanges; and indirectly exposed to this risk through our investments in: (1) private
equity investments whose exit strategies often depend on the equity markets; (2) certain hedge funds that have net long equity positions; and (3) other ventures, under equity method. We may use equity derivatives in our investment portfolio to
either assume equity risk or hedge our equity exposure. The following table summarizes a hypothetical 10% increase and decline in the carrying value of our equity investments trading, private equity investments, hedge funds and investments in other
ventures, under equity method, holding all other factors constant, at the dates indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At
December 31, |
2018 |
|
2017 |
|
|
(in thousands, except for
percentages) |
|
|
|
|
|
Equity investments trading, at fair value |
$ |
310,252 |
|
|
$ |
388,254 |
|
|
|
Private equity
investments, at fair value |
242,647 |
|
|
196,220 |
|
|
|
Investments in other ventures, under equity method |
115,172 |
|
|
101,974 |
|
|
|
Hedge funds, at
fair value |
11,233 |
|
|
524 |
|
|
|
Total carrying value of investments exposed to equity price risk |
$ |
679,304
|
|
|
$ |
686,972
|
|
|
|
|
|
|
|
|
|
Impact of a hypothetical 10% increase in the carrying value of investments exposed to equity price risk |
$ |
67,930 |
|
|
$ |
68,697 |
|
|
|
Impact of a
hypothetical 10% decrease in the carrying value of investments exposed to equity price risk |
$ |
(67,930 |
) |
|
$ |
(68,697 |
) |
|
|
|
|
|
|
|
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Reference is made to Item 15 of this Report for the Consolidated Financial Statements of RenaissanceRe and the Notes thereto, as well as the Schedules to the Consolidated Financial
Statements.
ITEM 9. CHANGES IN AND DISAGREEMENTS
WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None.
ITEM
9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and
Procedures
Under the supervision and with the participation of our management, including our Chief Executive
Officer and Chief Financial Officer, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(b) and 15d-15(b) of the Exchange Act, as of the end of the period covered by
this report. Based upon that evaluation, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that, at
December 31, 2018, our disclosure controls and procedures were effective to provide reasonable
assurance that information required to be disclosed in Company reports filed or submitted under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and (ii) accumulated
and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Management’s Annual Report on Internal Control Over Financial
Reporting
Our management is responsible for establishing and maintaining effective internal control over financial reporting as
defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended. Our internal control over financial reporting was designed to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles and to reflect management’s judgments and estimates concerning effects of events and transactions that are accounted for
or disclosed.
Our internal control over financial reporting includes those policies and procedures that: (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and the dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.
There are inherent limitations to the effectiveness of any controls. Our Board of Directors and management, including our Chief Executive Officer and Chief Financial Officer, do not expect that our
disclosure controls and procedures or internal control over financial reporting will prevent all errors and all fraud. Controls, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of
the controls are met. Further, we believe that the design of controls must reflect appropriate resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in controls, no
evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within RenaissanceRe have been detected.
Management, with the participation of the Chief Executive Officer and Chief Financial Officer, assessed our internal control over financial reporting as of December 31, 2018 using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO) in Internal Control-Integrated Framework (2013). Based on this assessment, management concluded that RenaissanceRe’s internal control over financial reporting was effective as of December 31, 2018.
Ernst & Young Ltd., the independent registered public accountants who audited our consolidated financial statements included in this Form 10-K, audited our internal control over financial reporting
as of December 31, 2018 and their attestation report on our internal control over financial
reporting appears below.
Changes in Internal Control Over Financial
Reporting
There were no changes in our internal control over financial reporting during the quarter ended
December 31, 2018, which were identified in connection with our evaluation required pursuant to
Rules 13a-15 or 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
To the Shareholders and the Board of Directors of RenaissanceRe Holdings
Ltd.
Opinion on Internal Control over Financial Reporting
We have audited RenaissanceRe Holdings Ltd. and Subsidiaries’ internal control over financial reporting
as of December 31, 2018, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, RenaissanceRe Holdings Ltd. and Subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of
December 31, 2018, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States) (PCAOB), the consolidated balance sheets of RenaissanceRe Holdings Ltd. and Subsidiaries as of December 31,
2018 and 2017, and the related consolidated statements of operations,
comprehensive (loss) income, changes in shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2018 and the related notes of the Company and our report dated February 7,
2019 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management
is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control
over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent
with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the
PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk
that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our
audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal
Control Over Financial Reporting
A company’s internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal
control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2)
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only
in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could
have a material effect on the financial statements.
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
/s/
Ernst & Young Ltd.
Hamilton, Bermuda
February 7,
2019
ITEM
9B. OTHER
INFORMATION
None.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by this Item relating to our directors, executive officers and corporate governance is incorporated herein by reference to information found in our Proxy Statement for the Annual
General Meeting of Shareholders to be held on May 14, 2019 (our “Proxy Statement”). We intend to file our Proxy Statement no later than 120 days after the close of the fiscal year.
We have adopted a Code of Ethics within the meaning of Item 406 of Regulation S-K of the Exchange Act that applies to all of
our directors and employees, including our principal executive officer, principal financial officer, principal accounting officer, controller and other persons performing similar functions. The Code of Ethics is available free of charge on our
website www.renre.com. We will also provide a printed version of the Code of Ethics to any shareholder who requests it.
We intend to disclose any amendments to our Code of Ethics by posting such information on our website. Any waivers of our Code of Ethics applicable to our directors, principal executive officer, principal financial officer, principal accounting
officer or controller and other persons who perform similar functions will be disclosed on our website or by filing a Form 8-K, as
required.
ITEM
11. EXECUTIVE COMPENSATION
The information required by this Item relating to executive compensation is
incorporated herein by reference to information included in our Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER
MATTERS
The information required by this Item relating to security ownership of certain beneficial owners and management and
securities authorized for issuance under equity compensation plans is incorporated herein by reference to information included in our Proxy
Statement.
ITEM 13. CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this Item relating to certain
relationships and related transactions and director independence is incorporated herein by reference to information included in our Proxy
Statement.
ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this Item relating to principal
accountant fees and services is incorporated herein by reference to information included in our Proxy Statement.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT
SCHEDULES
Financial Statements
The Consolidated Financial Statements of
RenaissanceRe Holdings Ltd. and related Notes thereto are listed in the accompanying Index to Consolidated Financial Statements and are filed as part of this Form
10-K.
Financial Statement Schedules
The Schedules to the Consolidated Financial
Statements of RenaissanceRe Holdings Ltd. are listed in the accompanying Index to Schedules to Consolidated Financial Statements and are filed as a part of this Form
10-K.
Exhibit
Index
Exhibit
|
|
2.1 |
Stock Purchase Agreement, dated as of October 30, 2018, by and among Tokio Marine & Nichido Fire
Insurance Co., Ltd., Tokio Marine Holdings, Inc., and RenaissanceRe Holdings Ltd., including the exhibits thereto. (42)
|
|
|
3.1 |
Memorandum of Association. (P) (1) |
|
|
3.2 |
Amended and Restated Bye-Laws.
(2)
|
|
|
3.3 |
Memorandum of Increase in Share Capital of RenaissanceRe Holdings Ltd. (3)
|
|
|
3.4 |
Specimen Common Share certificate. (P) (1) |
|
|
4.1 |
Certificate of Designation, Preferences and Rights of 6.08% Series C Preference Shares. (4)
|
|
|
4.2 |
Certificate of Designation, Preferences and Rights of 5.375% Series E Preference Shares. (5)
|
|
|
4.2(a) |
Form of Stock Certificate Evidencing the 5.375% Series E Preference Shares. (5)
|
|
|
4.3 |
Certificate of Designation, Preferences and Rights of 5.750% Series F Preference Shares. (41)
|
|
|
4.3(a) |
Form of Stock Certificate Evidencing the 5.750% Series F Preference Shares. (41)
|
|
|
4.3(b) |
Deposit Agreement, dated June 18, 2018, among RenaissanceRe Holdings Ltd., Computershare, Inc. and
Computershare Trust Company, N.A. (41)
|
|
|
4.3(c) |
Form of Depositary
Receipt. (41)
|
|
|
4.4 |
Senior Indenture, dated as of March 17, 2010, among RenRe North America Holdings Inc., as issuer,
RenaissanceRe Holdings Ltd., as guarantor, and Deutsche Bank Trust Companies America, as trustee. (6)
|
|
|
4.4(a) |
First Supplemental Indenture, dated as of March 17, 2010, among RenRe North America Holdings Inc., as
issuer, RenaissanceRe Holdings Ltd., as guarantor, and Deutsche Bank Trust Companies America, as trustee. (6)
|
|
|
4.4(b) |
Senior Debt Securities Guarantee Agreement, dated as of March 17, 2010, between RenaissanceRe Holdings
Ltd., as guarantor, and Deutsche Bank Trust Companies America, as guarantee trustee. (6)
|
|
|
4.4(c) |
Waiver Agreement, dated as of January 21, 2011, by and among RenRe North America Holdings Inc.,
RenaissanceRe Holdings Ltd. and Deutsche Bank Trust Company Americas, as trustee. (7)
|
|
|
4.4(d) |
Second Supplemental Indenture, dated as of July 3, 2015, among RenRe North America Holdings, Inc., as
issuer, RenaissanceRe Holdings Ltd., as guarantor, RenaissanceRe Finance Inc., as co-obligor, and Deutsche Bank Trust Companies America, as trustee. (25)
|
|
|
4.5 |
Senior Indenture, dated as of March 24, 2015, among RenaissanceRe Finance Inc., as issuer, RenaissanceRe
Holdings Ltd., as guarantor, and Deutsche Bank Trust Company Americas, as trustee. (23)
|
|
|
4.5(a) |
First Supplemental Indenture, dated as of March 24, 2015, among RenaissanceRe Finance Inc., as issuer,
RenaissanceRe Holdings Ltd., as guarantor, and Deutsche Bank Trust Company Americas, as trustee. (23)
|
|
|
4.5(b) |
Senior Debt Securities Guarantee Agreement, dated as of March 24, 2015, between RenaissanceRe Holdings
Ltd., as guarantor, and Deutsche Bank Trust Company Americas, as guarantee trustee. (23)
|
|
|
4.6 |
Senior Indenture, dated as of June 29, 2017, among RenaissanceRe Finance Inc., as issuer, RenaissanceRe
Holdings Ltd., as guarantor, and Deutsche Bank Trust Company Americas, as trustee. (36)
|
|
|
4.6(a) |
First Supplemental Indenture, dated as of June 29, 2017, among RenaissanceRe Finance Inc., as issuer,
RenaissanceRe Holdings Ltd., as guarantor, and Deutsche Bank Trust Company Americas, as
trustee. (36)
|
|
|
4.6(b) |
Senior Debt Securities Guarantee Agreement, dated as of June 29, 2017, between RenaissanceRe Holdings Ltd.,
as guarantor, and Deutsche Bank Trust Company Americas, as guarantee trustee. (36)
|
|
|
10.1* |
Further Amended and Restated Employment Agreement, dated as of July 22, 2016, by and between RenaissanceRe
Holdings Ltd. and Kevin J. O’Donnell. (29)
|
|
|
10.2* |
Legacy Form of Further Amended and Restated Employment Agreement for Named Executive Officers (other than
our Chief Executive Officer). (29)**
|
|
|
10.3* |
Form of Employment Agreement for Named Executive Officers (other than our Chief Executive Officer). (29)***
|
|
|
10.4* |
Letter agreement, dated July 6, 2016, between Ian Branagan and RenaissanceRe Holdings Ltd. regarding
secondment to the U.K. (29)
|
|
|
10.5* |
Letter agreement, dated April 11, 2013, between Ian Branagan and RenaissanceRe Holdings Ltd. regarding
secondment to the U.K. (29)
|
|
|
10.6* |
RenaissanceRe Holdings Ltd. 2016 Long-Term Incentive Plan. (39)
|
|
|
10.6(a)* |
Form of Director Restricted Stock Agreement under the RenaissanceRe Holdings Ltd. 2016 Long-Term Incentive
Plan. (29)
|
|
|
10.6(b)* |
Form of Restricted Stock Agreement under the RenaissanceRe Holdings Ltd. 2016 Long-Term Incentive
Plan. (29)
|
|
|
10.6(c)* |
Form of Performance Share Agreement under the RenaissanceRe Holdings Ltd. 2016 Long-Term Incentive Plan
(for awards made in 2016). (38)
|
|
|
10.6(d)* |
Form of Performance Share Agreement under the RenaissanceRe Holdings Ltd. 2016 Long-Term Incentive Plan
(for awards made in 2017 and March 2018). (34)
|
|
|
10.6(e)* |
Form of Performance Share Agreement under the RenaissanceRe Holdings Ltd. 2016 Long-Term Incentive Plan
(for awards made in May 2018 and later). (40)
|
|
|
10.7 |
RenaissanceRe Holdings Ltd. Deferred Cash Award
Plan. (37)
|
|
|
10.7(a) |
Form of Deferred Cash Award Agreement pursuant to which Deferred Cash Awards are granted under the
RenaissanceRe Holdings Ltd. Deferred Cash Award Plan. (37)
|
|
|
10.8* |
RenaissanceRe Holdings Ltd. 2016 Restricted Stock Unit Plan. (40)
|
|
|
10.8(a)* |
Form of Restricted Stock Unit Agreement pursuant to which restricted stock unit grants are made under the
RenaissanceRe Holdings Ltd. 2016 Restricted Stock Unit Plan. (31)
|
|
|
10.9* |
RenaissanceRe Holdings Ltd. 2001 Stock Incentive
Plan. (15)
|
|
|
10.9(a)* |
Amendment No. 1 to the RenaissanceRe Holdings Ltd. 2001 Stock Incentive Plan. (16)
|
|
|
10.9(b)* |
Amendment No. 2 to the RenaissanceRe Holdings Ltd. 2001 Stock Incentive Plan. (16)
|
|
|
10.9(c)* |
Amendment No. 3 to the RenaissanceRe Holdings Ltd. 2001 Stock Incentive Plan. (8)
|
|
|
10.9(d)* |
Amendment No. 4 to the RenaissanceRe Holdings Ltd. 2001 Stock Incentive Plan. (13)
|
|
|
10.9(e)* |
Amendment No. 5 to the RenaissanceRe Holdings Ltd. 2001 Stock Incentive Plan. (17)
|
|
|
10.9(f)* |
Amendment No. 6 to the RenaissanceRe Holdings Ltd. 2001 Stock Incentive Plan. (11)
|
|
|
10.9(g)* |
UK Schedule to the RenaissanceRe Holdings Ltd. 2001 Stock Incentive Plan. (8)
|
|
|
10.9(h)* |
UK Sub-Plan to the RenaissanceRe Holdings Ltd. 2001 Stock Incentive Plan. (8)
|
|
|
10.9(i)* |
Form of Option Grant Notice and Agreement pursuant to which option grants were made under the RenaissanceRe
Holdings Ltd. 2001 Stock Incentive Plan. (18)
|
|
|
10.9(j)* |
Form of Restricted Stock Grant Notice and Agreement pursuant to which restricted stock grants were made
under the RenaissanceRe Holdings Ltd. 2001 Stock Incentive Plan. (18)
|
|
|
10.9(k)* |
Form of Performance-Based Restricted Stock Grant Notice and Agreement pursuant to which performance-based
restricted stock grants were made under the RenaissanceRe Holdings Ltd. 2001 Stock Incentive Plan. (28)
|
|
|
10.10* |
RenaissanceRe Holdings Ltd. 2010 Restricted Stock Unit Plan. (14)
|
|
|
10.10(a)* |
Form of Restricted Stock Unit Agreement, pursuant to which restricted stock unit grants were made under the
RenaissanceRe Holdings Ltd. 2010 Restricted Stock Unit Plan. (14)
|
|
|
10.11* |
RenaissanceRe Holdings Ltd. 2010 Performance-Based Equity Incentive Plan. (13)
|
|
|
10.11(a)* |
Amendment No. 1 to the RenaissanceRe Holdings Ltd. 2010 Performance-Based Equity Incentive Plan. (22)
|
|
|
10.11(d)* |
Form of Performance-Based Restricted Stock Grant Notice and Agreement pursuant to which performance-based
restricted stock awards were made under the RenaissanceRe Holdings Ltd. 2010 Performance-Based Equity Incentive Plan. (22)
|
|
|
10.12* |
Form of Tax Reimbursement Waiver Letter with the Named Executive Officers. (19)
|
|
|
10.13* |
Form of Agreement Regarding Use of Aircraft Interest by and between RenaissanceRe Holdings Ltd. and Certain
Executive Officers of RenaissanceRe Holdings Ltd. (12)
|
|
|
10.14* |
Form of Director Retention Agreement, dated as of November 8, 2002, entered into by each of the
non-employee directors of RenaissanceRe Holdings Ltd. (20)
|
|
|
10.15* |
Form of Director Shares Grant Notice and Agreement pursuant to which restricted stock grants were made to
non-employee directors on March 1, 2016. (29)
|
|
|
10.16 |
Standby Letter of Credit Agreement, dated as of December 23, 2014, by and among Renaissance Reinsurance
Ltd., RenaissanceRe Specialty Risks Ltd., DaVinci Reinsurance Ltd., RenaissanceRe Holdings Ltd., as Guarantor, and Wells Fargo Bank, National Association. (21)
|
|
|
10.16(a) |
First Amendment to Standby Letter of Credit Agreement, dated as of May 15, 2015, by and among Platinum
Underwriters Bermuda, Ltd., Renaissance Reinsurance U.S. Inc., Renaissance Reinsurance Ltd., RenaissanceRe Specialty Risks Ltd., DaVinci Reinsurance Ltd., RenaissanceRe Holdings Ltd., as Guarantor, and Wells Fargo Bank, National Association. (24)
|
|
|
10.17 |
Facility Letter, dated September 17, 2010, from Citibank Europe PLC to Renaissance Reinsurance Ltd.,
DaVinci Reinsurance Ltd. and Glencoe Insurance Ltd. (9)
|
|
|
10.17(a) |
Insurance Letters of Credit - Master Agreement, dated September 17, 2010, between Renaissance Reinsurance
Ltd. and Citibank Europe PLC. DaVinci Reinsurance Ltd., Glencoe Insurance Ltd., Renaissance Reinsurance of Europe, Renaissance Specialty U.S. Ltd., Platinum Underwriters Bermuda, Ltd. and Renaissance Reinsurance U.S. Inc. each entered into an
agreement with Citibank Europe PLC that is identical to the foregoing agreement, except with respect to party names and dates. (9)
|
|
|
10.17(b) |
Amendment to Facility Letter, dated July 14, 2011, by and among Citibank Europe plc, Renaissance
Reinsurance Ltd., DaVinci Reinsurance Ltd and Glencoe Insurance Ltd. |
|
|
10.17(c) |
Amendment to Facility Letter, dated October 1, 2013, by and among Citibank Europe PLC, Renaissance
Reinsurance Ltd., DaVinci Reinsurance Ltd., RenaissanceRe Specialty Risks Ltd., Renaissance Reinsurance of Europe and RenaissanceRe Specialty U.S. Ltd. (10)
|
|
|
10.17(d) |
Amendment to Facility Letter, dated December 23, 2014, by and among Citibank Europe PLC, Renaissance
Reinsurance Ltd., DaVinci Reinsurance Ltd., RenaissanceRe Specialty Risks Ltd., Renaissance Reinsurance of Europe and RenaissanceRe Specialty U.S. Ltd. (28)
|
|
|
10.17(e) |
Amendment to Facility Letter, dated March 31, 2015, by and among Citibank Europe PLC, Renaissance
Reinsurance Ltd., DaVinci Reinsurance Ltd., RenaissanceRe Specialty Risks Ltd., Renaissance Reinsurance of Europe, RenaissanceRe Specialty U.S. Ltd., Platinum Underwriters Bermuda, Ltd. and Platinum Underwriters Reinsurance, Inc. (28)
|
|
|
10.17(f) |
Amendment to Facility Letter, dated December 30, 2015, by and among Citibank Europe PLC, Renaissance
Reinsurance Ltd., DaVinci Reinsurance Ltd., RenaissanceRe Specialty Risks Ltd., Renaissance Reinsurance of Europe, RenaissanceRe Specialty U.S. Ltd., Platinum Underwriters Bermuda, Ltd. and Renaissance Reinsurance U.S. Inc. (27)
|
|
|
10.17(g) |
Amendment to Facility Letter, dated January 14, 2016, by and among Citibank Europe PLC, Renaissance
Reinsurance Ltd., DaVinci Reinsurance Ltd., RenaissanceRe Specialty Risks Ltd., Renaissance Reinsurance of Europe, RenaissanceRe Specialty U.S. Ltd., Platinum Underwriters Bermuda, Ltd. and Renaissance Reinsurance U.S. Inc. (28)
|
|
|
10.17(h) |
Termination of Master Agreements, Control Agreements and Pledge Agreements, dated October 1, 2016, between
Renaissance Reinsurance Ltd. and Citibank Europe PLC. (30)
|
|
|
10.17(i) |
Amendment to Facility Letter, dated December 31, 2016, by and among Citibank Europe plc, Renaissance
Reinsurance Ltd., DaVinci Reinsurance Ltd., Renaissance Reinsurance of Europe, RenaissanceRe Specialty U.S. Ltd. and Renaissance Reinsurance U.S. Inc. (33)
|
|
|
10.17(j) |
Amendment to Facility Letter, dated December 29, 2017, by and among Citibank Europe plc, Renaissance
Reinsurance Ltd., DaVinci Reinsurance Ltd., Renaissance Reinsurance of Europe Unlimited Company, RenaissanceRe Specialty U.S. Ltd. and Renaissance Reinsurance U.S.
Inc. (38)
|
|
|
10.17(k) |
Amendment to Facility Letter, dated December 29, 2017, by and among Citibank Europe plc,
Renaissance Reinsurance Ltd., DaVinci Reinsurance Ltd., Renaissance Reinsurance of Europe Unlimited Company, RenaissanceRe Specialty U.S. Ltd. and Renaissance Reinsurance U.S.
Inc. (45)
|
|
|
10.18 |
Master Reimbursement Agreement, dated as of November 24, 2014, by and between RenaissanceRe Specialty Risks
Ltd. and Citibank Europe PLC. (22)
|
|
|
10.18(a) |
Pledge Agreement, dated as of November 24, 2014 by and among RenaissanceRe Specialty Risks Ltd. and
Citibank Europe PLC. (22)
|
|
|
10.18(b) |
Omnibus Amendment Agreement, dated October 1, 2016, between Renaissance Reinsurance Ltd., Citibank Europe
PLC and Bank of New York Mellon. (30)
|
|
|
10.18(c) |
First Amendment to Pledge Agreement, dated as of November 22, 2016, between Citibank Europe plc and
Renaissance Reinsurance Ltd. |
|
|
10.19 |
Letter of Credit Reimbursement Agreement, dated as of November 23, 2015, by and among Renaissance
Reinsurance Ltd., as Borrower, various lenders, Bank of Montreal, as Documentation Agent, Citibank Europe plc, as Collateral Agent, and ING Bank N.V., London Branch, as Letter of Credit
Agent. (26)
|
|
|
10.19(a) |
First Amendment to Letter of Credit Reimbursement Agreement, dated as of December 10, 2015, among
Renaissance Reinsurance Ltd., as Borrower, various lenders party to the Letter of Credit Reimbursement Agreement dated as of November 23, 2015, Bank of Montreal, as Documentation Agent, Citibank Europe PLC, as Collateral Agent, and ING Bank N.V.,
London Branch, as Letter of Credit Agent. (14)
|
|
|
10.19(b) |
Second Amendment to Letter of Credit Reimbursement Agreement, dated as of May 20, 2016, among Renaissance
Reinsurance Ltd., as Borrower, various lenders party to the Letter of Credit Reimbursement Agreement, dated as of November 23, 2015, Bank of Montreal, as Documentation Agent, Citibank Europe plc, as Collateral Agent, and ING Bank N.V., London
Branch, as Letter of Credit Agent. (29)
|
|
|
10.19(c) |
Third Amendment to Letter of Credit Reimbursement Agreement, dated as of November 8, 2016, by and among
Renaissance Reinsurance Ltd., various lenders party to the Letter of Credit Reimbursement Agreement, dated as of November 23, 2015, Bank of Montreal, as Documentation Agent, Citibank Europe plc, as Collateral Agent, and ING Bank N.V., London Branch,
as Letter of Credit Agent. (31)
|
|
|
10.19(d) |
Fourth Amendment to Letter of Credit Reimbursement Agreement, dated as of May 25, 2017, by and among
Renaissance Reinsurance Ltd., various lenders party to the Letter of Credit Reimbursement Agreement, dated as of November 23, 2015, Bank of Montreal, as Documentation Agent, Citibank Europe plc, as Collateral Agent, and ING Bank N.V., London Branch,
as Letter of Credit Agent. (35)
|
|
|
10.19(e) |
Fifth Amendment to Letter of Credit Reimbursement Agreement dated as of November 8, 2017 by and among
Renaissance Reinsurance Ltd. , various lenders party to the Letter of Credit Reimbursement Agreement, dated as of November 23, 2015, Bank of Montreal, as Documentation Agent, Citibank Europe plc, as Collateral Agent, and ING Bank N.V., London
Branch, as Letter of Credit Agent. (37)
|
|
|
10.19(f) |
Sixth Amendment to Letter of Credit Reimbursement Agreement, dated as of November 5, 2018, by and among
Renaissance Reinsurance Ltd. and each of Bank of Montreal, as documentation agent, Bank of Montreal, London Branch, as a lender, Citibank Europe plc, as a lender and as collateral agent, and ING Bank N.V., London Branch, as a lender and as letter of
credit
agent. (43)
|
|
|
10.20 |
Second Amended and Restated Credit Agreement, dated as of November 9, 2018, by and among RenaissanceRe
Holdings Ltd., Renaissance Reinsurance Ltd., RenaissanceRe Specialty U.S. Ltd., Renaissance Reinsurance U.S. Inc., various banks and financial institutions parties thereto, and Wells Fargo Bank, National Association, as Fronting Bank, LC
Administrator and Administrative Agent for the Lenders. (44)
|
|
|
10.20(a) |
Guaranty Agreement, dated as of November 9, 2018, by and among RenRe North America Holdings Inc.,
RenaissanceRe Finance Inc. and Wells Fargo Bank, National Association, as Administrative Agent. (44)
|
|
|
10.21 |
Waiver, dated as of November 15, 2016, by and between RenaissanceRe Holdings Ltd. and BlackRock,
Inc. (32)
|
|
|
10.22 |
Waiver, dated as of May 11, 2018, by and between RenaissanceRe Holdings Ltd. and The Vanguard Group,
Inc. (40)
|
|
|
10.23 |
Investment Agreement, dated as of October 30, 2018, by and between RenaissanceRe Holdings Ltd. And State
Farm Mutual Automobile Insurance Company, including the exhibits thereto. (42)
|
|
|
10.24 |
Registration Rights Agreement, dated October 30, 2018, by and between RenaissanceRe Holdings Ltd. and Tokio
Marine & Nichido Fire Insurance Co. Ltd. (42)
|
|
|
10.25 |
Registration Rights Agreement, dated October 30, 2018, by and between RenaissanceRe Holdings Ltd. and State
Farm Mutual Automobile Insurance Co. Ltd. (42)
|
|
|
21.1 |
List of Subsidiaries of the Registrant. |
|
|
23.1 |
Consent of Ernst & Young Ltd. |
|
|
31.1 |
Certification of Kevin J. O’Donnell, Chief Executive Officer of RenaissanceRe Holdings Ltd., pursuant
to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended. |
|
|
31.2 |
Certification of Robert Qutub, Chief Financial Officer of RenaissanceRe Holdings Ltd., pursuant to Rule
13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended. |
|
|
32.1 |
Certification of Kevin J. O’Donnell, Chief Executive Officer of RenaissanceRe Holdings Ltd., pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
|
32.2 |
Certification of Robert Qutub, Chief Financial Officer of RenaissanceRe Holdings Ltd., pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
|
101.INS |
XBRL Instance Document |
|
|
101.SCH |
XBRL Taxonomy Extension Schema Document |
|
|
101.CAL |
XBRL Taxonomy Extension Calculation Linkbase Document |
|
|
101.LAB |
XBRL Taxonomy Extension Label Linkbase Document |
|
|
101.PRE |
XBRL Taxonomy Extension Presentation Linkbase Document |
|
|
101.DEF |
XBRL Taxonomy Extension Definition Linkbase
Document |
|
|
* |
Represents management contract or compensatory plan or arrangement. |
|
|
** |
Applicable to Stephen H. Weinstein and Ian D. Branagan. |
|
|
*** |
Applicable to Ross A. Curtis and Robert Qutub. |
|
|
(1) |
Incorporated by reference to the Registration Statement on Form S-1 of RenaissanceRe Holdings Ltd.
(Registration No. 33-70008) which was declared effective by the SEC on July 26, 1995. |
|
|
(2) |
Incorporated by reference to RenaissanceRe Holdings Ltd.’s Quarterly Report on Form 10-Q for the
period ended June 30, 2002, filed with the SEC on August 14, 2002. |
|
|
(3) |
Incorporated by reference to Exhibit 3.1 to RenaissanceRe Holdings Ltd.’s Quarterly Report on Form
10-Q for the period ended March 31, 1998, filed with the SEC on May 14, 1998. |
|
|
(4) |
Incorporated by reference to RenaissanceRe Holdings Ltd.’s Current Report on Form 8-K, filed with the
SEC on March 18, 2004. |
|
|
(5) |
Incorporated by reference to RenaissanceRe Holdings Ltd.’s Current Report on Form 8-K, filed with the
SEC on May 28,
2013. |
|
|
(6) |
Incorporated by reference to RenaissanceRe Holdings Ltd.’s Current Report on Form 8-K, filed with the
SEC on March 18, 2010. |
|
|
(7) |
Incorporated by reference to RenaissanceRe Holdings Ltd.’s Current Report on Form 8-K, filed with the
SEC on January 24, 2011. |
|
|
(8) |
Incorporated by reference to RenaissanceRe Holdings Ltd.’s Quarterly Report on Form 10-Q for the
period ended March 31, 2009, filed with the SEC on May 1, 2009. |
|
|
(9) |
Incorporated by reference to RenaissanceRe Holdings Ltd.’s Current Report on Form 8-K, filed with the
SEC on September 23, 2010. |
|
|
(10) |
Incorporated by reference to RenaissanceRe Holdings Ltd.’s Current Report on Form 8-K, filed with the
SEC on October 4, 2013. |
|
|
(11) |
Incorporated by reference to RenaissanceRe Holdings Ltd.’s Quarterly Report on Form 10-Q for the
period ended September 30, 2013, filed with the SEC on November 6, 2013. |
|
|
(12) |
Incorporated by reference to RenaissanceRe Holdings Ltd.’s Annual Report on Form 10-K for the year
ended December 31, 2012, filed with the SEC on February 22, 2013. |
|
|
(13) |
Amendment No. 4 to the RenaissanceRe Holdings Ltd. 2001 Stock Incentive Plan is incorporated by reference
to Appendix B to RenaissanceRe Holdings Ltd.'s Definitive Proxy Statement filed with the SEC on April 8, 2010. The RenaissanceRe Holdings Ltd. 2010 Performance-Based Equity Incentive Plan is incorporated by reference to Appendix A to RenaissanceRe
Holdings Ltd.'s Definitive Proxy Statement filed with the SEC on April 8, 2010. |
|
|
(14) |
Incorporated by reference to RenaissanceRe Holdings Ltd.’s Annual Report on Form 10-K for the year
ended December 31, 2009, filed with the SEC on February 19, 2010. |
|
|
(15) |
Incorporated by reference to Exhibit 99.2 to the Registration Statement on Form S-8 (Registration No.
333-90758) dated June 19, 2002. |
|
|
(16) |
Incorporated by reference to RenaissanceRe Holdings Ltd.’s Quarterly Report on Form 10-Q for the
period ended March 31, 2007, filed with the SEC on May 2, 2007. |
|
|
(17) |
Incorporated by reference to RenaissanceRe Holdings Ltd.’s Current Report on Form 8-K, filed with the
SEC on August 13, 2010. |
|
|
(18) |
Incorporated by reference to RenaissanceRe Holdings Ltd.’s Quarterly Report on Form 10-Q, for the
period ended September 30, 2004, filed with the SEC on November 9, 2004. |
|
|
(19) |
Incorporated by reference to RenaissanceRe Holdings Ltd.’s Annual Report on Form 10-K for the year
ended December 31, 2011, filed with the SEC on February 23, 2012. |
|
|
(20) |
Incorporated by reference to RenaissanceRe Holdings Ltd.’s Annual Report on Form 10-K for the year
ended December 31, 2002, filed with the SEC on March 31, 2003 (SEC File Number 001-14428). |
|
|
(21) |
Incorporated by reference to RenaissanceRe Holdings Ltd.’s Current Report on Form 8-K, filed with the
SEC on December 30, 2014. |
|
|
(22) |
Incorporated by reference to RenaissanceRe Holding Ltd.’s Annual Report on Form 10-K for the year
ended December 31, 2014, filed with the SEC on February 20, 2015. |
|
|
(23) |
Incorporated by reference to RenaissanceRe Holdings Ltd.’s Current Report on Form 8-K, filed with the
SEC on March 25, 2015. |
|
|
(24) |
Incorporated by reference to RenaissanceRe Holdings Ltd.’s Current Report on Form 8-K, filed with the
SEC on May 21, 2015. |
|
|
(25) |
Incorporated by reference to RenaissanceRe Holdings Ltd.’s Current Report on Form 8-K, filed with the
SEC on July 8, 2015. |
|
|
(26) |
Incorporated by reference to RenaissanceRe Holdings Ltd.’s Current Report on Form 8-K, filed with the
SEC on November 25, 2015. |
|
|
(27) |
Incorporated by reference to RenaissanceRe Holdings Ltd.’s Current Report on Form 8-K, filed with the
SEC on December 31, 2015. |
|
|
(28) |
Incorporated by reference to RenaissanceRe Holding Ltd.’s Annual Report on Form 10-K for the year
ended December 31, 2015, filed with the SEC on February 19,
2016. |
|
|
(29) |
Incorporated by reference to RenaissanceRe Holdings Ltd.’s Quarterly Report on Form 10-Q for the
period ended June 30, 2016, filed with the SEC on July 27, 2016. |
|
|
(30) |
Incorporated by reference to RenaissanceRe Holdings Ltd.’s Quarterly Report on Form 10-Q for the
period ended September 30, 2016, filed with the SEC on November 2, 2016. |
|
|
(31) |
Incorporated by reference to RenaissanceRe Holdings Ltd.'s Current Report on Form 8-K filed with the SEC on
November 10, 2016. |
|
|
(32) |
Incorporated by reference to RenaissanceRe Holdings Ltd.'s Current Report on Form 8-K filed with the SEC on
November 18, 2016. |
|
|
(33) |
Incorporated by reference to RenaissanceRe Holdings Ltd.'s Current Report on Form 8-K filed with the SEC on
January 5, 2017. |
|
|
(34) |
Incorporated by reference to RenaissanceRe Holding Ltd’s Annual Report on Form 10-K for the year
ended December 31, 2016, filed with the SEC on February 23, 2017. |
|
|
(35) |
Incorporated by reference to RenaissanceRe Holding Ltd.’s Current Report on Form 8-K filed with the
SEC on May 26, 2017. |
|
|
(36) |
Incorporated by reference to RenaissanceRe Holding Ltd.’s Current Report on Form 8-K filed with the
SEC on June 29, 2017. |
|
|
(37) |
Incorporated by reference to RenaissanceRe Holding Ltd.’s Current Report on Form 8-K filed with the
SEC on November 13, 2017. |
|
|
(38) |
Incorporated by reference to RenaissanceRe Holding Ltd.’s Current Report on Form 8-K filed with the
SEC on January 3, 2018. |
|
|
(39) |
Incorporated by reference to RenaissanceRe Holding Ltd.’s Annual Report on Form 10-K for the year
ended December 31, 2017, filed with the SEC on February 9, 2018. |
|
|
(40) |
Incorporated by reference to RenaissanceRe Holding Ltd.’s Current Report on Form 8-K filed with the
SEC on May 16, 2018. |
|
|
(41) |
Incorporated by reference to RenaissanceRe Holding Ltd.’s Current Report on Form 8-K filed with the
SEC on June 19, 2018. |
|
|
(42) |
Incorporated by reference to RenaissanceRe Holding Ltd.’s Current Report on Form 8-K filed with the
SEC on November 5, 2018. |
|
|
(43) |
Incorporated by reference to RenaissanceRe Holding Ltd.’s Current Report on Form 8-K filed with the
SEC on November 9, 2018. |
|
|
(44) |
Incorporated by reference to RenaissanceRe Holding Ltd.’s Current Report on Form 8-K filed with the
SEC on November 14, 2018. |
|
|
(45) |
Incorporated by reference to RenaissanceRe Holding Ltd.’s Current Report on Form 8-K filed with the
SEC on January 3, 2019. |
ITEM 16. FORM 10-K SUMMARY
Not
applicable.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
|
|
|
|
|
Date: |
February 7, 2019 |
|
RENAISSANCERE HOLDINGS
LTD. |
|
|
|
/s/ Kevin J.
O’Donnell |
|
|
|
Kevin J. O’Donnell |
|
|
|
Chief Executive Officer and
President |
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
|
|
|
|
|
|
Signature |
|
Title |
|
Date |
|
|
|
/s/ Kevin J.
O’Donnell |
|
Chief
Executive Officer, President and Director (Principal Executive Officer) |
|
February 7, 2019 |
Kevin J.
O’Donnell |
|
|
|
|
|
|
|
/s/ Robert
Qutub |
|
Executive
Vice President and Chief Financial Officer (Principal Financial Officer) |
|
February 7, 2019 |
Robert Qutub |
|
|
|
|
|
|
|
|
/s/ James C.
Fraser |
|
Senior
Vice President and Chief Accounting Officer (Principal Accounting Officer) |
|
February 7, 2019 |
James C. Fraser |
|
|
|
|
|
|
|
|
/s/ James L.
Gibbons |
|
Non-Executive
Chair of the Board of Directors |
|
February 7, 2019 |
James L.
Gibbons |
|
|
|
|
|
|
|
|
/s/ David C.
Bushnell |
|
Director |
|
February 7, 2019 |
David C. Bushnell |
|
|
|
|
|
|
|
|
|
/s/ Brian G. J.
Gray |
|
Director |
|
February 7, 2019 |
Brian G. J.
Gray |
|
|
|
|
|
|
|
|
|
/s/ Jean D.
Hamilton |
|
Director |
|
February 7, 2019 |
Jean D.
Hamilton |
|
|
|
|
|
|
|
|
|
/s/ Duncan P.
Hennes |
|
Director |
|
February 7, 2019 |
Duncan P. Hennes |
|
|
|
|
|
|
|
|
|
/s/ Henry Klehm,
III |
|
Director |
|
February 7, 2019 |
Henry Klehm, III |
|
|
|
|
|
|
|
|
|
/s/ Valerie
Rahmani |
|
Director |
|
February 7, 2019 |
Valerie Rahmani |
|
|
|
|
|
|
|
|
|
/s/ Carol P.
Sanders |
|
Director |
|
February 7, 2019 |
Carol P. Sanders |
|
|
|
|
|
|
|
|
|
/s/ Anthony M.
Santomero |
|
Director |
|
February 7, 2019 |
Anthony M.
Santomero |
|
|
|
|
|
|
|
|
|
/s/ Edward J.
Zore |
|
Director |
|
February 7, 2019 |
Edward J. Zore |
|
|
|
|
INDEX TO
CONSOLIDATED FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
To the Shareholders and the Board of Directors of RenaissanceRe Holdings
Ltd.
Opinion on the Financial
Statements
We have audited the accompanying
consolidated balance sheets of RenaissanceRe Holdings Ltd. and Subsidiaries (the Company) as of December 31, 2018 and 2017, and the related consolidated statements of operations, comprehensive (loss) income, changes in shareholders’ equity and cash flows for each
of the three years in the period ended December 31, 2018, and the related notes (collectively referred to as the
“consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company at December 31, 2018 and 2017, and
the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2018, in
conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the
standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 7, 2019, expressed an unqualified opinion
thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to
express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Ernst & Young
Ltd.
We have served as the Company’s auditor since
1993.
Hamilton, Bermuda
February 7,
2019
RenaissanceRe Holdings Ltd. and
Subsidiaries
Consolidated Balance
Sheets
At December 31, 2018 and 2017
(in thousands of United
States Dollars, except share and per share amounts)
|
|
|
|
|
|
|
|
|
|
December 31,
2018 |
|
December 31,
2017 |
Assets |
|
|
|
Fixed maturity investments trading, at fair value - amortized cost $8,163,962 at December 31, 2018 (2017 - $7,434,870) (Notes 4 and 5) |
$ |
8,088,870 |
|
|
$ |
7,426,555 |
|
Short term investments, at fair value (Notes 4 and
5) |
2,586,520 |
|
|
991,863 |
|
Equity investments trading,
at fair value (Notes 4 and 5) |
310,252 |
|
|
388,254 |
|
Other investments, at fair value (Notes 4 and
5) |
784,933 |
|
|
594,793 |
|
Investments in other
ventures, under equity method (Note 4) |
115,172
|
|
|
101,974
|
|
Total investments |
11,885,747 |
|
|
9,503,439 |
|
Cash and cash
equivalents |
1,107,922 |
|
|
1,361,592 |
|
Premiums receivable |
1,537,188 |
|
|
1,304,622 |
|
Prepaid reinsurance premiums
(Note 6) |
616,185 |
|
|
533,546 |
|
Reinsurance recoverable (Notes 6 and
7) |
2,372,221 |
|
|
1,586,630 |
|
Accrued investment
income |
51,311 |
|
|
42,235 |
|
Deferred acquisition costs |
476,661 |
|
|
426,551 |
|
Receivable for investments
sold |
256,416 |
|
|
103,145 |
|
Other assets |
135,127 |
|
|
121,226 |
|
Goodwill and other intangible
assets (Note 3) |
237,418 |
|
|
243,145 |
|
Total
assets |
$
|
18,676,196 |
|
|
$
|
15,226,131 |
|
Liabilities,
Noncontrolling Interests and Shareholders’ Equity |
|
|
|
Liabilities |
|
|
|
Reserve for claims and claim
expenses (Note 7) |
$ |
6,076,271 |
|
|
$ |
5,080,408 |
|
Unearned premiums |
1,716,021 |
|
|
1,477,609 |
|
Debt (Note
8) |
991,127 |
|
|
989,623 |
|
Reinsurance balances payable |
1,902,056 |
|
|
989,090 |
|
Payable for investments
purchased |
380,332 |
|
|
208,749 |
|
Other liabilities |
513,609 |
|
|
792,771 |
|
Total liabilities |
11,579,416
|
|
|
9,538,250
|
|
Commitments and Contingencies (Note
19) |
|
|
|
Redeemable noncontrolling
interests (Note 9) |
2,051,700 |
|
|
1,296,506 |
|
Shareholders’ Equity (Note 11)
|
|
|
|
Preference shares: $1.00 par value – 16,010,000 shares issued and outstanding at December 31, 2018 (2017 – 16,000,000) |
650,000 |
|
|
400,000 |
|
Common shares:
$1.00 par value – 42,207,390 shares issued and outstanding at December 31, 2018 (2017 – 40,023,789) |
42,207 |
|
|
40,024 |
|
Additional paid-in
capital |
296,099 |
|
|
37,355 |
|
Accumulated other comprehensive (loss)
income |
(1,433 |
) |
|
224 |
|
Retained
earnings |
4,058,207
|
|
|
3,913,772
|
|
Total
shareholders’ equity attributable to RenaissanceRe |
5,045,080 |
|
|
4,391,375 |
|
Total liabilities, noncontrolling interests and shareholders’ equity |
$ |
18,676,196
|
|
|
$ |
15,226,131
|
|
See accompanying notes to the consolidated financial statements
RenaissanceRe Holdings Ltd. and
Subsidiaries
Consolidated Statements of
Operations
For the years ended December 31, 2018, 2017, and 2016
(in thousands of United States Dollars, except per share
amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2018 |
|
2017 |
|
2016 |
Revenues |
|
|
|
|
|
Gross premiums written |
$
|
3,310,427 |
|
|
$
|
2,797,540 |
|
|
$
|
2,374,576 |
|
Net premiums
written (Note 6) |
$ |
2,131,902 |
|
|
$ |
1,871,325 |
|
|
$ |
1,535,312 |
|
Increase in unearned premiums |
(155,773
|
)
|
|
(153,750
|
)
|
|
(131,882
|
)
|
Net premiums
earned (Note 6) |
1,976,129 |
|
|
1,717,575 |
|
|
1,403,430 |
|
Net
investment income (Note 4) |
261,866 |
|
|
222,209 |
|
|
181,726 |
|
Net foreign exchange (losses)
gains |
(12,428 |
) |
|
10,628 |
|
|
(13,788 |
) |
Equity in earnings of other ventures (Note 4) |
18,474 |
|
|
8,030 |
|
|
963 |
|
Other income |
5,969 |
|
|
9,415 |
|
|
14,178 |
|
Net realized and unrealized (losses) gains on investments (Note 4) |
(175,069 |
) |
|
135,822 |
|
|
141,328 |
|
Total
revenues |
2,074,941 |
|
|
2,103,679 |
|
|
1,727,837 |
|
Expenses
|
|
|
|
|
|
Net claims and claim expenses incurred (Notes 6 and
7) |
1,120,018 |
|
|
1,861,428 |
|
|
530,831 |
|
Acquisition
expenses |
432,989 |
|
|
346,892 |
|
|
289,323 |
|
Operational expenses |
178,267 |
|
|
160,778 |
|
|
197,749 |
|
Corporate
expenses |
33,983 |
|
|
18,572 |
|
|
37,402 |
|
Interest expense (Note 8) |
47,069 |
|
|
44,193 |
|
|
42,144 |
|
Total expenses |
1,812,326
|
|
|
2,431,863
|
|
|
1,097,449
|
|
Income (loss) before taxes |
262,615 |
|
|
(328,184 |
) |
|
630,388 |
|
Income tax benefit
(expense) (Note 14) |
6,302
|
|
|
(26,487
|
)
|
|
(340
|
)
|
Net income
(loss) |
268,917 |
|
|
(354,671 |
) |
|
630,048 |
|
Net (income) loss attributable to redeemable noncontrolling interests (Note 9) |
(41,553
|
)
|
|
132,282
|
|
|
(127,086
|
)
|
Net income (loss) attributable to RenaissanceRe |
227,364 |
|
|
(222,389 |
) |
|
502,962 |
|
Dividends on preference
shares (Note 11) |
(30,088
|
)
|
|
(22,381
|
)
|
|
(22,381
|
)
|
Net income (loss) available (attributable) to RenaissanceRe common shareholders |
$ |
197,276 |
|
|
$ |
(244,770 |
) |
|
$ |
480,581 |
|
Net income (loss) available (attributable) to RenaissanceRe common shareholders per common share – basic (Note 12) |
$
|
4.91 |
|
|
$
|
(6.15 |
)
|
|
$
|
11.50 |
|
Net income
(loss) available (attributable) to RenaissanceRe common shareholders per common share – diluted (Note 12) |
$ |
4.91 |
|
|
$ |
(6.15 |
) |
|
$ |
11.43 |
|
See accompanying notes to the consolidated financial statements
RenaissanceRe Holdings Ltd. and
Subsidiaries
Consolidated Statements of Comprehensive Income
(Loss)
For the years ended December 31, 2018, 2017 and
2016
(in thousands of United States
Dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2018 |
|
2017 |
|
2016 |
Comprehensive income
(loss) |
|
|
|
|
|
Net income
(loss) |
$ |
268,917 |
|
|
$ |
(354,671 |
) |
|
$ |
630,048 |
|
Change in net
unrealized (losses) gains on investments |
(1,657 |
) |
|
(909 |
) |
|
(975 |
) |
Comprehensive income
(loss) |
267,260
|
|
|
(355,580
|
) |
|
629,073
|
|
Net (income) loss
attributable to redeemable noncontrolling interests |
(41,553 |
) |
|
132,282 |
|
|
(127,086 |
) |
Comprehensive (income) loss attributable to redeemable noncontrolling interests |
(41,553
|
) |
|
132,282
|
|
|
(127,086
|
) |
Comprehensive
income (loss) attributable to RenaissanceRe |
$
|
225,707 |
|
|
$
|
(223,298 |
)
|
|
$
|
501,987 |
|
Disclosure
regarding net unrealized (losses) gains |
|
|
|
|
|
Total net
realized and unrealized holding (losses) gains on investments |
$ |
(1,657 |
) |
|
$ |
(909 |
) |
|
$ |
403 |
|
Net realized losses on fixed maturity investments available for sale |
— |
|
|
— |
|
|
(1,378 |
) |
Change in net
unrealized (losses) gains on investments |
$
|
(1,657 |
)
|
|
$
|
(909 |
)
|
|
$
|
(975 |
)
|
See accompanying notes to the consolidated financial
statements
RenaissanceRe
Holdings Ltd. and Subsidiaries
Consolidated Statements of Changes in Shareholders’
Equity
For the years ended December 31, 2018, 2017 and
2016
(in thousands of United States Dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2018 |
|
2017 |
|
2016 |
Preference shares |
|
|
|
|
|
Balance – January
1 |
$ |
400,000 |
|
|
$ |
400,000 |
|
|
$ |
400,000 |
|
Issuance of
shares (Note 11) |
250,000 |
|
|
— |
|
|
— |
|
Balance – December
31 |
650,000 |
|
|
400,000 |
|
|
400,000 |
|
Common shares |
|
|
|
|
|
Balance – January
1 |
40,024 |
|
|
41,187 |
|
|
43,701 |
|
Issuance of
shares (Note 11) |
1,947 |
|
|
— |
|
|
— |
|
Repurchase of shares |
— |
|
|
(1,322 |
) |
|
(2,741 |
) |
Exercise of
options and issuance of restricted stock awards (Notes 12 and 16) |
236 |
|
|
159 |
|
|
227 |
|
Balance – December
31 |
42,207
|
|
|
40,024
|
|
|
41,187
|
|
Additional paid-in
capital |
|
|
|
|
|
Balance – January
1 |
37,355 |
|
|
216,558 |
|
|
507,674 |
|
Issuance of
shares (Note 11) |
248,053 |
|
|
— |
|
|
— |
|
Repurchase of shares |
— |
|
|
(187,269 |
) |
|
(306,693 |
) |
Offering
expenses |
(8,552 |
) |
|
— |
|
|
— |
|
Change in redeemable noncontrolling interest |
837 |
|
|
119 |
|
|
(1,655 |
) |
Exercise of
options and issuance of restricted stock awards (Notes 12 and 16) |
18,406 |
|
|
7,947 |
|
|
17,232 |
|
Balance – December
31 |
296,099
|
|
|
37,355
|
|
|
216,558
|
|
Accumulated other comprehensive
(loss) income |
|
|
|
|
|
Balance – January
1 |
224 |
|
|
1,133 |
|
|
2,108 |
|
Change in net
unrealized (losses) gains on investments |
(1,657 |
) |
|
(909 |
) |
|
(975 |
) |
Balance – December
31 |
(1,433 |
) |
|
224 |
|
|
1,133 |
|
Retained earnings |
|
|
|
|
|
Balance – January
1 |
3,913,772 |
|
|
4,207,699 |
|
|
3,778,701 |
|
Cumulative effect
of adoption of ASU 2016-09 (Note 2) |
— |
|
|
2,213 |
|
|
— |
|
Net income (loss) |
268,917 |
|
|
(354,671 |
) |
|
630,048 |
|
Net (income) loss
attributable to redeemable noncontrolling interests (Note 9) |
(41,553 |
) |
|
132,282 |
|
|
(127,086 |
) |
Dividends on common shares |
(52,841 |
) |
|
(51,370 |
) |
|
(51,583 |
) |
Dividends on
preference shares |
(30,088 |
) |
|
(22,381 |
) |
|
(22,381 |
) |
Balance – December 31 |
4,058,207
|
|
|
3,913,772
|
|
|
4,207,699
|
|
Total
shareholders’ equity |
$
|
5,045,080 |
|
|
$
|
4,391,375 |
|
|
$
|
4,866,577 |
|
See accompanying notes to the consolidated financial
statements
RenaissanceRe Holdings Ltd. and
Subsidiaries
Consolidated Statements of Cash
Flows
For the years ended December 31, 2018, 2017 and
2016
(in thousands of United States
Dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2018 |
|
2017 |
|
2016 |
Cash flows
provided by operating activities |
|
|
|
|
|
Net income
(loss) |
$ |
268,917 |
|
|
$ |
(354,671 |
) |
|
$ |
630,048 |
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities |
|
|
|
|
|
Amortization, accretion
and depreciation |
123 |
|
|
31,242 |
|
|
29,304 |
|
Equity in
undistributed (earnings) losses of other ventures |
(3,772 |
) |
|
6,295 |
|
|
5,504 |
|
Net
realized and unrealized losses (gains) on investments |
175,069 |
|
|
(135,822 |
) |
|
(141,328 |
) |
Net unrealized
losses (gains) included in net investment income |
8,309 |
|
|
(24,737 |
) |
|
(11,542 |
) |
Change
in: |
|
|
|
|
|
Premiums receivable |
(232,566 |
) |
|
(317,299 |
) |
|
(209,314 |
) |
Prepaid reinsurance
premiums |
(82,639 |
) |
|
(92,286 |
) |
|
(210,589 |
) |
Reinsurance recoverable |
(785,591 |
) |
|
(1,307,066 |
) |
|
(145,038 |
) |
Deferred acquisition
costs |
(50,110 |
) |
|
(91,226 |
) |
|
(135,945 |
) |
Reserve for claims and claim
expenses |
995,863 |
|
|
2,232,114 |
|
|
81,249 |
|
Unearned
premiums |
238,412 |
|
|
246,036 |
|
|
342,471 |
|
Reinsurance balances payable |
912,966 |
|
|
315,107 |
|
|
150,009 |
|
Other |
(223,280
|
)
|
|
518,100
|
|
|
99,943
|
|
Net cash provided by operating
activities |
1,221,701 |
|
|
1,025,787 |
|
|
484,772 |
|
Cash flows used in investing activities |
|
|
|
|
|
Proceeds from
sales and maturities of fixed maturity investments trading |
11,585,576 |
|
|
9,490,669 |
|
|
8,102,514 |
|
Purchases of fixed
maturity investments trading |
(12,489,972 |
) |
|
(10,093,532 |
) |
|
(8,282,720 |
) |
Proceeds from
sales and maturities of fixed maturity investments available for sale |
— |
|
|
— |
|
|
17,692 |
|
Net sales of equity
investments trading |
14,156 |
|
|
115,837 |
|
|
184,788 |
|
Net (purchases) sales of short term
investments |
(1,436,389 |
) |
|
364,011 |
|
|
(118,617 |
) |
Net purchases of other
investments |
(199,475 |
) |
|
(19,419 |
) |
|
(68,589 |
) |
Net purchases of investments in other
ventures |
(21,473 |
) |
|
— |
|
|
— |
|
Return of investment from
investment in other ventures |
8,464 |
|
|
20,000 |
|
|
— |
|
Net sales of other assets |
2,500 |
|
|
— |
|
|
400 |
|
Net
cash used in investing activities |
(2,536,613 |
) |
|
(122,434 |
) |
|
(164,532 |
) |
Cash flows
provided by (used in) financing activities |
|
|
|
|
|
Dividends paid –
RenaissanceRe common shares |
(52,841 |
) |
|
(51,370 |
) |
|
(51,583 |
) |
Dividends paid – preference
shares |
(30,088 |
) |
|
(22,381 |
) |
|
(22,381 |
) |
RenaissanceRe common share
repurchases |
— |
|
|
(188,591 |
) |
|
(309,434 |
) |
RenaissanceRe common share
issuance |
250,000 |
|
|
— |
|
|
— |
|
Issuance of debt, net of
expenses |
— |
|
|
295,866 |
|
|
— |
|
Repayment of debt |
— |
|
|
(250,000 |
) |
|
— |
|
Issuance
of preference shares, net of expenses |
241,448 |
|
|
— |
|
|
— |
|
Net third party redeemable
noncontrolling interest share transactions |
665,683 |
|
|
260,475 |
|
|
(2,990 |
) |
Taxes paid on withholding
shares |
(7,862
|
)
|
|
(15,139
|
)
|
|
(14,943
|
)
|
Net cash provided by (used in)
financing activities |
1,066,340 |
|
|
28,860 |
|
|
(401,331 |
)
|
Effect of exchange rate changes on foreign
currency cash |
(5,098
|
)
|
|
8,222
|
|
|
(4,637
|
)
|
Net (decrease) increase in cash
and cash equivalents |
(253,670 |
) |
|
940,435 |
|
|
(85,728 |
) |
Cash and
cash equivalents, beginning of year |
1,361,592 |
|
|
421,157 |
|
|
506,885 |
|
Cash and cash
equivalents, end of year |
$
|
1,107,922
|
|
|
$
|
1,361,592
|
|
|
$
|
421,157 |
|
|
|
|
|
|
|
Supplemental
disclosure of cash flow information |
|
|
|
|
|
Income taxes paid (refunded) |
$ |
341 |
|
|
$ |
343 |
|
|
$ |
(1,118 |
) |
Interest
paid |
$ |
45,623 |
|
|
$ |
44,171 |
|
|
$ |
53,977 |
|
See accompanying notes to the
consolidated financial
statements
RENAISSANCERE HOLDINGS LTD. AND
SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS
December 31, 2018
(unless otherwise noted, amounts in tables
expressed in thousands of United States (“U.S.”) dollars, except per share amounts and percentages)
NOTE 1. ORGANIZATION
RenaissanceRe
Holdings Ltd. (“RenaissanceRe”) was formed under the laws of Bermuda on June 7, 1993. Together with its wholly owned and majority-owned subsidiaries and DaVinciRe (as defined below), which are collectively referred to herein as the
“Company”, RenaissanceRe provides property, casualty and specialty reinsurance and certain insurance solutions to customers.
|
|
• |
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. Effective October 1, 2016, each of Renaissance Reinsurance
Specialty Risks Ltd. (“RenaissanceRe Specialty Risks”) and Platinum Underwriters Bermuda, Ltd. (“Platinum Bermuda”) merged into Renaissance Reinsurance, with Renaissance Reinsurance being the sole surviving
entity. |
|
|
• |
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. |
|
|
• |
The Company also manages property, casualty and specialty reinsurance business written on behalf of joint
ventures, which principally 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’s 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 |
primarily 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.
|
|
|
• |
Effective November 7, 2016, Fibonacci Reinsurance Ltd. ("Fibonacci Re"), a Bermuda-domiciled SPI, was formed to provide 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.
|
|
|
• |
Effective December 22, 2017, 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-party investors investing into 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. |
|
|
• |
Effective December 17, 2018, 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.
|
|
|
• |
On October 30, 2018, the Company entered into 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. (the “TMR Stock Purchase Agreement”), pursuant to which the Company agreed, subject to the terms
and conditions therein, to cause its wholly owned subsidiary RenaissanceRe Specialty Holdings (UK) Limited to purchase all of the share capital of Tokio Millennium Re AG (“TMR AG”), Tokio Millennium Re (UK) Limited (“TMR UK”
and, together with TMR AG and their respective subsidiaries, the “TMR Group Entities”) (the “TMR Stock Purchase”). The TMR Stock Purchase is expected to close in the first half of 2019, subject to the closing conditions set
forth in the TMR Stock Purchase Agreement, including the receipt of required regulatory approvals. Refer to “Note 20.
Acquisition of Tokio Millennium Re” for additional information regarding the TMR Stock Purchase.
|
NOTE
2. SIGNIFICANT ACCOUNTING POLICIES
BASIS OF
PRESENTATION
These consolidated financial statements have been prepared on the basis of accounting principles generally
accepted in the United States (“GAAP”). All significant intercompany accounts and transactions have been eliminated from these statements.
Certain comparative information has been reclassified to conform to the current presentation.
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; and the Company’s deferred tax valuation allowance.
PREMIUMS AND RELATED EXPENSES
Premiums are recognized as income, net of any
applicable reinsurance or retrocessional coverage purchased, over the terms of the related contracts and policies. Premiums written are based on contract and policy terms and include estimates based on information received from both insureds and
ceding companies. Subsequent differences arising on such estimates are recorded in the period in which they are determined. Unearned premiums represent the portion of premiums written that relate to the unexpired terms of contracts and policies in
force. Amounts are computed by pro rata methods based on statistical data or reports received from ceding companies. Reinstatement premiums are estimated after the occurrence of a significant loss and are recorded in accordance with the contract
terms based upon paid losses and case reserves. Reinstatement premiums are earned when written.
Acquisition costs are incurred
when a contract or policy is issued and only the costs directly related to the successful acquisition of new and renewal contract or policies are deferred and amortized over the same period in which the related premiums are earned. Acquisition costs
are shown net of commissions and profit commissions earned on ceded reinsurance, and consist principally of commissions, brokerage and premium tax expenses incurred at the time a contract or policy is issued. Deferred policy acquisition costs are
limited to their estimated realizable value based on the related unearned premiums. Anticipated claims and claim expenses, based on historical and current experience, and anticipated investment income related to those premiums are considered in
determining the recoverability of deferred acquisition costs.
CLAIMS AND CLAIM
EXPENSES
The reserve for claims and claim expenses includes estimates for unpaid claims and claim expenses on reported losses
as well as an estimate of losses incurred but not reported. The reserve is based on individual claims, case reserves and other reserve estimates reported by insureds and ceding companies as well as management estimates of ultimate losses. Inherent
in the estimates of ultimate losses are expected trends in claim severity and frequency and other factors which could vary significantly as claims are settled. Also, during the past few years, the Company has increased its casualty and specialty
reinsurance businesses, but does not have the benefit of a significant amount of its own historical experience in certain of these lines of business. Accordingly, the reserving for incurred losses in these lines of business could be subject to
greater variability.
Ultimate losses may vary materially from the amounts provided in the consolidated financial statements.
These estimates are reviewed regularly and, as experience develops and new information becomes known, the reserves are adjusted as necessary. Such adjustments, if any, are reflected in the consolidated statements of operations in the period in which
they become known and are accounted for as changes in
estimates.
REINSURANCE
Amounts recoverable from reinsurers are estimated in a manner consistent with the claim liability associated with the reinsured policies. For multi-year retrospectively rated contracts, the Company
accrues amounts (either assets or liabilities) that are due to or from assuming companies based on estimated contract experience. If the Company determines that adjustments to earlier estimates are appropriate, such adjustments are recorded in the
period in which they are determined. Reinsurance recoverables on dual trigger reinsurance contracts require the Company to estimate its ultimate losses applicable to these contracts as well as estimate the ultimate amount of insured industry losses
that will be reported by the applicable statistical reporting agency, as per the contract terms. Amounts recoverable from reinsurers are recorded net of a valuation allowance for estimated uncollectible
recoveries.
Assumed and ceded reinsurance contracts that lack a significant transfer of risk are treated as
deposits.
Certain assumed and ceded reinsurance contracts that do not meet all of the criteria to be accounted for as
reinsurance in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic Financial Services -
Insurance have been accounted for at fair value under the fair value option in accordance with FASB ASC Topic
Financial Instruments.
INVESTMENTS, CASH AND CASH
EQUIVALENTS
Fixed Maturity
Investments
Investments in fixed maturities are classified as trading or available for sale and are reported at fair value.
Investment transactions are recorded on the trade date with balances pending settlement reflected in the balance sheet as a receivable for investments sold or a payable for investments purchased. Net investment income includes interest and dividend
income together with amortization of market premiums and discounts and is net of investment management and custody fees. The amortization of premium and accretion of discount for fixed maturity securities is computed using the effective yield
method. For mortgage-backed securities and other holdings for which there is prepayment risk, prepayment assumptions are evaluated quarterly and revised as necessary. Any adjustments required due to the change in effective yields and maturities are
recognized on a prospective basis through yield adjustments. Fair values of investments are based on quoted market prices, or when such prices are not available, by reference to broker or underwriter bid indications and/or internal pricing valuation
techniques. The net unrealized appreciation or depreciation on fixed maturity investments trading is included in net realized and unrealized gains (losses) on investments in the consolidated statements of operations. The net unrealized appreciation
or depreciation on fixed maturity investments available for sale is included in accumulated other comprehensive income. Realized gains or losses on the sale of investments are determined on the basis of the first in first out cost method and, for
fixed maturity investments available for sale, include adjustments to the cost basis of investments for declines in value that are considered to be other-than-temporary.
Short Term Investments
Short term investments, which are managed as
part of the Company’s investment portfolio and have a maturity of one year or less when purchased, are carried at fair value. The net unrealized appreciation or depreciation on short term investments is included in net realized and unrealized
gains on investments in the consolidated statements of operations.
Equity Investments, Classified as
Trading
Equity investments are accounted for at fair value in accordance with FASB ASC Topic Financial Instruments. Fair values are primarily priced by pricing services, reflecting the closing price quoted for the final trading
day of the period. Net investment income includes dividend income and the net realized and unrealized appreciation or depreciation on equity investments is included in net realized and unrealized gains (losses) on investments in the consolidated
statements of operations.
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 and realized and unrealized gains and
losses included in net investment income.
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 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.
Investments in Other Ventures, Under Equity
Method
Investments in which the Company has significant influence over the operating and financial policies of the investee are
classified as investments in other ventures, under equity method, and are accounted for under the equity method of accounting. Under this method, the Company records its proportionate share of income or loss from such investments in its results for
the period. Any decline in value of investments in other ventures, under equity method considered by management to be other-than-temporary is charged to income in the period in which it is
determined.
Cash and Cash
Equivalents
Cash equivalents include money market instruments with a maturity of ninety days or less when
purchased.
STOCK INCENTIVE
COMPENSATION
The Company is authorized to issue restricted stock awards and units, performance shares, stock
options and other equity-based awards to its employees and directors. The fair value of the compensation cost is measured at the grant date and expensed over the period for which the employee is required to provide services in exchange for the
award.
In addition, the Company is authorized to issue cash settled restricted stock units
(“CSRSU”) to its employees. The fair value of CSRSUs is determined using the fair market value of RenaissanceRe common shares at the end of each reporting period and is expensed over the period for which the employee is required to
provide service in exchange for the award. The fair value of these awards is recorded on the Company’s consolidated balance sheet as a liability as it is expensed and until the point payment is made to the
employee.
The Company has elected to recognize forfeitures as they occur rather than estimating service-based
forfeitures over the requisite service
period.
DERIVATIVES
The Company enters into derivative instruments such as futures, options, swaps, forward contracts and other derivative contracts in order to manage its foreign currency exposure, obtain exposure to a
particular financial market, for yield enhancement, or for trading and speculation. The Company accounts for its derivatives in accordance with FASB ASC Topic Derivatives and
Hedging, which requires all derivatives to be recorded at fair value on the Company’s balance sheet as either assets or liabilities, depending on their rights or obligations, with changes
in fair value reflected in current earnings. The Company does not currently apply hedge accounting. The fair value of the Company’s derivatives is estimated by reference to quoted prices or broker quotes, where available, or in the absence of
quoted prices or broker quotes, the use of industry or internal valuation models.
FAIR
VALUE
The Company accounts for certain of its assets and liabilities at fair value in accordance with FASB ASC Topic Fair Value Measurements and Disclosures. The Company recognizes the change in unrealized gains and losses arising from changes in fair value in its statements of operations, with the exception of changes in unrealized gains and losses on
its fixed maturity investments available for sale, which are recognized as a component of accumulated other comprehensive income in shareholders’ equity.
BUSINESS COMBINATIONS, GOODWILL AND OTHER INTANGIBLE ASSETS
The Company accounts for
business combinations in accordance with FASB ASC Topic Business Combinations, and goodwill and other intangible assets
that arise from business combinations in accordance with FASB ASC Topic Intangibles – Goodwill and Other. A
purchase price that is in excess of the fair value of the net assets acquired arising from a business combination is recorded as goodwill, and is not amortized. Other intangible assets with a finite life are amortized over the estimated useful life
of the asset. Other intangible assets with an indefinite useful life are not amortized.
Goodwill and other indefinite life
intangible assets are tested for impairment on an annual basis or more frequently if events or changes in circumstances indicate that the carrying amount may not be recoverable. Finite life intangible assets are reviewed for indicators of impairment
on an annual basis or more frequently if events or changes in circumstances indicate that the carrying amount may not be recoverable, and tested for impairment if appropriate. For purposes of the annual impairment evaluation, goodwill is assigned to
the applicable reporting unit of the acquired entities giving rise to the goodwill. Goodwill and other intangible assets recorded in connection with investments accounted for under the equity method, are recorded as “Investments in other
ventures, under equity method” on the Company’s consolidated balance sheets.
The Company has established the
beginning of the fourth quarter as the date for performing its annual impairment tests. The Company has the option to first assess qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test. Under
this option, the Company would not be required to calculate the fair value of a reporting unit unless the Company determines, based on its qualitative assessment, that it is more likely than not that a reporting unit’s fair value is less than
its carrying amount. If goodwill or other intangible assets are impaired, they are written down to their estimated fair value with a corresponding expense reflected in the Company’s consolidated statements of
operations.
NONCONTROLLING INTERESTS
The Company accounts for redeemable noncontrolling interests in the mezzanine section of the Company’s consolidated balance sheet in accordance with United States Securities and Exchange Commission
(“SEC”) guidance which is applicable to SEC registrants. The SEC guidance requires shares, not required to be accounted for in accordance with FASB ASC Topic
Distinguishing Liabilities from Equity, and having redemption features that are not solely within the control of the
issuer, to be classified outside of permanent equity in the mezzanine section of the balance sheet. Because the share classes related to the redeemable noncontrolling interest portion of the issuer are not considered liabilities in accordance with
FASB ASC Topic Distinguishing Liabilities from Equity and have redemption features that are not solely within the
control of the issuer, the redeemable noncontrolling interests are presented in the mezzanine section on the Company’s consolidated balance sheet in accordance with the SEC guidance noted above. The SEC guidance does not impact the accounting
for redeemable noncontrolling interest on the consolidated statements of operations; therefore, the provisions of FASB ASC Topic Consolidation with respect to the
consolidated statements of operations still apply, and net
income attributable to redeemable noncontrolling interests is presented separately in the Company’s consolidated statements of operations.
VARIABLE INTEREST ENTITIES
The Company accounts for VIEs in accordance with FASB ASC
Topic Consolidation, which requires the consolidation of all VIEs by the primary beneficiary, that being the investor
that has the power to direct the activities of the VIE and that will absorb a portion of the VIE’s expected losses or residual returns that could potentially be significant to the VIE. For VIEs the Company determines it has a variable interest
in, it determines whether it is the primary beneficiary of a VIE by performing an analysis that principally considers: (i) the VIE’s purpose and design, including the risks the VIE was designed to create and pass through to its variable
interest holders; (ii) the VIE’s capital structure; (iii) the terms between the VIE and its variable interest holders and other parties involved with the VIE; (iv) which variable interest holders have the power to direct the
activities of the VIE that most significantly impact the VIE’s economic performance; (v) which variable interest holders have the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be
significant to the VIE; and (vi) related party relationships. The Company reassesses its initial determination of whether the Company is the primary beneficiary of a VIE upon changes in facts and circumstances that could potentially alter the
Company’s assessment.
EARNINGS PER SHARE
The Company calculates earnings per share in accordance with FASB ASC Topic Earnings per Share. Basic earnings per share are based on weighted average common shares and exclude any dilutive effects of options and restricted stock. Diluted earnings per share assumes the exercise of all dilutive stock
options and restricted stock grants.
The two-class method is used to determine earnings per share based on dividends declared
on common shares and participating securities (i.e., distributed earnings) and participation rights of participating securities in any undistributed earnings. Each unvested restricted share granted by the Company to its employees is considered a
participating security and the Company uses the two-class method to calculate its net income available to RenaissanceRe common shareholders per common share – basic and
diluted.
FOREIGN EXCHANGE
The Company’s functional currency is the U.S. dollar. Revenues and expenses denominated in foreign currencies are revalued at the prevailing exchange rate at the transaction date. Monetary assets and
liabilities denominated in foreign currencies are remeasured at exchange rates in effect at the balance sheet date, which may result in the recognition of exchange gains or losses which are included in the determination of net
income.
TAXATION
Income taxes have been provided for in accordance with the provisions of FASB ASC Topic Income Taxes. Deferred tax assets and liabilities result from temporary differences between the amounts recorded in the consolidated financial statements and the tax basis of the Company’s assets and liabilities.
Such temporary differences are primarily due to net operating loss carryforwards and GAAP versus tax basis accounting differences relating to interest expense, underwriting results, accrued expenses and investments. The effect on deferred tax assets
and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance against deferred tax assets is recorded if it is more likely than not that all, or some portion, of the benefits
related to deferred tax assets will not be realized.
Uncertain tax positions are also accounted for in accordance with FASB ASC Topic Income Taxes. Uncertain tax positions must meet a more likely than not recognition threshold to be
recognized.
RECENTLY ADOPTED ACCOUNTING
PRONOUNCEMENTS
Improvements to Employee Share-Based Payment
Accounting
In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”). ASU 2016-09 was issued to simplify several
aspects of the accounting for share-based payment transactions, including the income tax consequences, treatment of forfeitures,
classification of awards as either equity
or liabilities, and the classification of taxes paid on the statements of cash flows. ASU 2016-09 became effective for the Company in annual and interim periods beginning after December 15, 2016. The cumulative effect of the adoption of ASU 2016-09
was a $2.2 million increase to opening retained earnings as of January 1,
2017.
Revenue from Contracts with
Customers
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”). ASU 2014-09 provides comprehensive guidance on the recognition
of revenue from customers arising from the transfer of goods and services. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the
consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 also provides guidance on accounting for certain contract costs and had also required new disclosures. ASU 2014-09 was to be effective for
public business entities in annual and interim periods beginning after December 15, 2016, however in July 2015, the FASB decided to defer by one year the effective dates of ASU 2014-09, and as a result, ASU 2014-09 is effective for public business
entities in annual and interim periods beginning after December 15, 2017. ASU 2014-09 notably excludes the accounting for insurance contracts, leases, financial instruments and guarantees. As a result, the Company’s implementation efforts
primarily focused on other income and operational expenses on its consolidated statements of operations. The adoption of ASU 2014-09 did not have a material impact on the Company’s consolidated statements of operations and financial
position.
Recognition and Measurement of Financial Assets and Financial
Liabilities
In January 2016, the FASB issued ASU No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”). ASU 2016-01 requires equity
investments (except those accounted for under the equity method of accounting or those that result in the consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income, simplifies the impairment
assessment of equity investments without readily determinable values by requiring a qualitative assessment to identify impairment, eliminates the requirement to disclose the methods and significant assumptions used to estimate the fair value for
financial instruments measured at amortized cost, requires the use of the exit price notion when measuring the fair value of financial instruments for disclosure purposes, requires separate presentation in other comprehensive income of the portion
of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the organization has elected to measure the liabilities in accordance with the fair value option, requires the separate
presentation of financial assets and financial liabilities by measurement category and form of financial asset on the balance sheet or the accompanying notes to the financial statements and clarifies that the reporting organization should evaluate
the need for a valuation allowance on a deferred tax asset related to available for sale securities in combination with the organization’s other deferred tax assets. ASU 2016-01 is effective for public business entities in annual and interim
periods beginning after December 15, 2017. The adoption of ASU 2016-01 did not have a material impact on the Company’s consolidated statements of operations and financial position.
Classification of Certain Cash Receipts and Cash
Payments
In August 2016, the FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). ASU 2016-15 clarifies the classification of
receipts and payments in the statement of cash flows. ASU 2016-15 provides guidance related to (1) settlement and payment of zero coupon debt instruments, (2) contingent consideration, (3) proceeds from settlement of insurance claims, (4) proceeds
from settlement of corporate and bank owned life insurance policies, (5) distributions from equity method investees, (6) cash receipts from beneficial interests obtained by a transferor, and (7) general guidelines for cash receipts and payments that
have more than one aspect of classification. ASU 2016-15 is effective for public business entities for annual periods beginning after December 15, 2017, and interim periods within those fiscal years. The adoption of ASU 2016-15 resulted in the
reclassification of $20.0 million of cash inflows from cash flows provided by operating activities, to cash flows used in investing
activities for 2017. This amount related to a return of investment associated with the Company’s investment in Top Layer Reinsurance
Ltd, recorded under the equity method of
accounting.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
NOT YET
ADOPTED
Leases
In February 2016, the FASB issued ASU No. 2016-02,
Leases (“ASU 2016-02”). ASU 2016-02 requires lessees to recognize lease assets and lease liabilities on
the balance sheet for those leases classified as operating leases under previous guidance. ASU 2016-02 is effective for public business entities for annual and interim periods beginning after December 15, 2018. Early application 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.
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. 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.
Intra-Entity Transfers of Assets Other Than
Inventory
In October 2016, the FASB issued ASU No. 2016-16, Intra-Entity Transfers of Assets Other Than Inventory (“ASU 2016-16”). ASU 2016-16 requires entities to recognize the
income tax consequences of intra-entity transfers of assets other than inventory when the transfers occur; this is a change from current guidance which prohibits the recognition of current and deferred income taxes until the underlying assets have
been sold to outside entities. ASU 2016-16 is effective for public business entities for annual and interim periods beginning after December 15, 2018. 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.
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; 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. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. 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. GOODWILL AND OTHER INTANGIBLE ASSETS
The following table shows an analysis of goodwill and other
intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill and
other intangible assets |
|
|
|
Goodwill |
|
Other intangible assets |
|
Total |
|
|
Balance as of December 31, 2016 |
|
|
|
|
|
|
|
Gross
amount |
$ |
199,889 |
|
|
$ |
96,599 |
|
|
$ |
296,488 |
|
|
|
Accumulated impairment losses and
amortization |
(2,299 |
) |
|
(43,003 |
) |
|
(45,302 |
) |
|
|
|
197,590 |
|
|
53,596 |
|
|
251,186 |
|
|
|
Amortization |
— |
|
|
(8,041 |
) |
|
(8,041 |
) |
|
|
Balance as of
December 31, 2017 |
|
|
|
|
|
|
|
Gross amount |
199,889 |
|
|
96,599 |
|
|
296,488 |
|
|
|
Accumulated impairment
losses and amortization |
(2,299
|
)
|
|
(51,044
|
)
|
|
(53,343
|
)
|
|
|
|
197,590 |
|
|
45,555 |
|
|
243,145 |
|
|
|
Amortization |
— |
|
|
(5,727 |
) |
|
(5,727 |
) |
|
|
Balance as of December 31, 2018 |
|
|
|
|
|
|
|
Gross
amount |
199,889 |
|
|
96,599 |
|
|
296,488 |
|
|
|
Accumulated impairment losses and
amortization |
(2,299 |
) |
|
(56,771 |
) |
|
(59,070 |
) |
|
|
|
$ |
197,590
|
|
|
$ |
39,828
|
|
|
$ |
237,418
|
|
|
|
|
|
|
|
|
|
|
The following table shows an analysis of
goodwill and other intangible assets included in investments in other ventures, under equity method:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill and other intangible assets included
in investments in other ventures, under equity method
|
|
|
|
Goodwill |
|
Other intangible assets |
|
Total |
|
|
Balance as of December 31, 2016 |
|
|
|
|
|
|
|
Gross
amount |
$ |
12,318 |
|
|
$ |
51,796 |
|
|
$ |
64,114 |
|
|
|
Accumulated impairment losses and
amortization |
(4,500 |
) |
|
(39,934 |
) |
|
(44,434 |
) |
|
|
|
7,818 |
|
|
11,862 |
|
|
19,680 |
|
|
|
Amortization |
— |
|
|
(2,946 |
) |
|
(2,946 |
) |
|
|
Balance as of
December 31, 2017 |
|
|
|
|
|
|
|
Gross amount |
12,318 |
|
|
51,796 |
|
|
64,114 |
|
|
|
Accumulated impairment
losses and amortization |
(4,500
|
)
|
|
(42,880
|
)
|
|
(47,380
|
)
|
|
|
|
7,818 |
|
|
8,916 |
|
|
16,734 |
|
|
|
Acquired during the
year |
2,780 |
|
|
11,108 |
|
|
13,888 |
|
|
|
Amortization |
— |
|
|
(2,886 |
) |
|
(2,886 |
) |
|
|
Balance as of
December 31, 2018 |
|
|
|
|
|
|
|
Gross amount |
15,098 |
|
|
62,904 |
|
|
78,002 |
|
|
|
Accumulated impairment
losses and amortization |
(4,500 |
) |
|
(45,766 |
) |
|
(50,266 |
) |
|
|
|
$
|
10,598 |
|
|
$
|
17,138 |
|
|
$
|
27,736 |
|
|
|
|
|
|
|
|
|
|
On March 23, 2018, the Company made an equity
investment in TWFG Holding Company LLC (“TWFG”) and the transaction was accounted under the equity method of accounting. Total consideration paid was allocated to the Company’s proportionate share of the net assets of TWFG, other identifiable intangible assets and goodwill. In connection with the acquisition of TWFG, the
Company recognized identifiable finite
lived intangible assets of $2.0 million and identifiable indefinite lived intangible assets of $9.1 million. In addition, the Company recognized goodwill of $2.8
million.
In accordance with the Company’s established accounting
policy, the beginning of the fourth quarter was used as the date for performing the annual impairment test. The Company first assessed qualitative factors to determine whether it was necessary to perform a quantitative impairment test. Based on its
qualitative assessment, the Company determined it was not more likely than not that the fair value of the goodwill and other intangible assets in question were less than their respective carrying amounts. The qualitative assessment included the
following factors which the Company determined had not significantly deteriorated given specific facts and circumstances: macroeconomic conditions; industry and market conditions; costs factors; and overall financial performance. The Company also
performed a quantitative analysis using a discounted cash flow model and concluded that the full amount of the goodwill and other intangible assets were not impaired. Other than the goodwill and other intangible assets acquired during the year as
noted above and normal course amortization of intangible assets, in accordance with the Company’s established accounting policy, there were no adjustments to carried goodwill and other intangible assets during the year ended December 31, 2018.
The
gross carrying value and accumulated amortization by major category of other intangible assets is shown
below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other intangible
assets |
|
|
At December 31,
2018 |
Gross
carrying
value
|
|
Accumulated
amortization and impairment losses
|
|
Total |
|
|
Customer relationships and
customer lists |
$ |
97,419 |
|
|
$ |
(60,221 |
) |
|
$ |
37,198 |
|
|
|
Value of business acquired |
20,200 |
|
|
(20,200 |
) |
|
— |
|
|
|
Software |
12,230 |
|
|
(12,230 |
) |
|
— |
|
|
|
Licenses |
19,414 |
|
|
— |
|
|
19,414 |
|
|
|
Patents and intellectual
property |
4,500 |
|
|
(4,500 |
) |
|
— |
|
|
|
Covenants not-to-compete |
4,030 |
|
|
(4,030 |
) |
|
— |
|
|
|
Trademarks and trade
names |
1,710 |
|
|
(1,356 |
) |
|
354 |
|
|
|
|
$
|
159,503 |
|
|
$
|
(102,537 |
)
|
|
$
|
56,966 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other intangible
assets |
|
|
At December 31,
2017 |
Gross
carrying
value
|
|
Accumulated
amortization and impairment losses
|
|
Total |
|
|
Customer relationships and
customer lists |
$ |
95,458 |
|
|
$ |
(51,633 |
) |
|
$ |
43,825 |
|
|
|
Value of business acquired |
20,200 |
|
|
(20,200 |
) |
|
— |
|
|
|
Software |
12,230 |
|
|
(12,230 |
) |
|
— |
|
|
|
Licenses |
10,267 |
|
|
— |
|
|
10,267 |
|
|
|
Patents and intellectual
property |
4,500 |
|
|
(4,500 |
) |
|
— |
|
|
|
Covenants not-to-compete |
4,030 |
|
|
(4,030 |
) |
|
— |
|
|
|
Trademarks and trade
names |
1,710 |
|
|
(1,331 |
) |
|
379 |
|
|
|
|
$
|
148,395 |
|
|
$
|
(93,924 |
)
|
|
$
|
54,471 |
|
|
|
|
|
|
|
|
|
|
The remaining useful life of intangible assets with finite
lives ranges from 2 to 15 years, with a weighted-average amortization period of 6.6 years. Expected amortization of the other intangible assets, including other intangible assets recorded in
investments in other ventures, under equity method, is shown below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
intangibles
|
|
Other
intangible
assets
included
in investments
in
other
ventures, under
equity method
|
|
Total |
|
|
2019 |
$ |
5,446 |
|
|
$ |
2,815 |
|
|
$ |
8,261 |
|
|
|
2020 |
5,237 |
|
|
1,955 |
|
|
7,192 |
|
|
|
2021 |
4,910 |
|
|
1,095 |
|
|
6,005 |
|
|
|
2022 |
4,522 |
|
|
1,095 |
|
|
5,617 |
|
|
|
2023 |
4,093 |
|
|
631 |
|
|
4,724 |
|
|
|
2024 and thereafter |
5,353 |
|
|
400 |
|
|
5,753 |
|
|
|
Total remaining amortization
expense |
29,561 |
|
|
7,991 |
|
|
37,552 |
|
|
|
Indefinite lived |
10,267 |
|
|
9,147 |
|
|
19,414 |
|
|
|
Total |
$ |
39,828
|
|
|
$ |
17,138
|
|
|
$ |
56,966
|
|
|
|
|
|
|
|
|
|
|
NOTE
4. INVESTMENTS
Fixed Maturity Investments Trading
The following table summarizes the fair value of fixed maturity investments trading:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2018 |
|
December 31, 2017 |
|
|
U.S.
treasuries |
$ |
3,331,411 |
|
|
$ |
3,168,763 |
|
|
|
Agencies |
174,883 |
|
|
47,646 |
|
|
|
Municipal |
6,854 |
|
|
509,802 |
|
|
|
Non-U.S. government |
279,818 |
|
|
287,660 |
|
|
|
Non-U.S. government-backed
corporate |
160,063 |
|
|
163,651 |
|
|
|
Corporate |
2,450,244 |
|
|
2,063,459 |
|
|
|
Agency
mortgage-backed |
817,880 |
|
|
500,456 |
|
|
|
Non-agency mortgage-backed |
278,680 |
|
|
300,331 |
|
|
|
Commercial
mortgage-backed |
282,294 |
|
|
202,062 |
|
|
|
Asset-backed |
306,743 |
|
|
182,725 |
|
|
|
Total fixed maturity
investments trading |
$
|
8,088,870 |
|
|
$
|
7,426,555 |
|
|
|
|
|
|
|
|
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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31,
2018 |
Amortized
Cost
|
|
Fair Value |
|
|
Due in less than
one year |
$ |
511,932 |
|
|
$ |
507,728 |
|
|
|
Due after one through five years |
4,799,196 |
|
|
4,762,712 |
|
|
|
Due after five
through ten years |
1,086,697 |
|
|
1,056,087 |
|
|
|
Due after ten years |
79,084 |
|
|
76,746 |
|
|
|
Mortgage-backed
|
1,376,565 |
|
|
1,378,854 |
|
|
|
Asset-backed |
310,488 |
|
|
306,743 |
|
|
|
Total |
$
|
8,163,962 |
|
|
$
|
8,088,870 |
|
|
|
|
|
|
|
|
Equity Investments
Trading
The following table summarizes the fair value of equity investments
trading:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2018 |
|
December 31, 2017 |
|
|
|
|
|
|
|
|
Financials |
$ |
200,357 |
|
|
$ |
253,543 |
|
|
|
Communications and
technology |
42,333 |
|
|
49,526 |
|
|
|
Industrial, utilities and energy |
24,520 |
|
|
34,325 |
|
|
|
Consumer |
20,639 |
|
|
24,779 |
|
|
|
Healthcare |
18,925 |
|
|
21,364 |
|
|
|
Basic
materials |
3,478 |
|
|
4,717 |
|
|
|
Total |
$
|
310,252 |
|
|
$
|
388,254 |
|
|
|
|
|
|
|
|
Pledged
Investments
At
December 31, 2018, $5.7 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
(2017 -
$4.4 billion). Of this amount, $2.0 billion is on deposit with, or in trust accounts for the benefit of, U.S. state regulatory authorities
(2017 -
$1.7
billion).
Reverse Repurchase
Agreements
At December 31, 2018, the Company held
$3.7 million (2017 - $30.0 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:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December
31, |
2018 |
|
2017 |
|
2016 |
|
|
Fixed maturity
investments |
$ |
211,973 |
|
|
$ |
179,624 |
|
|
$ |
160,661 |
|
|
|
Short term investments |
33,571 |
|
|
11,082 |
|
|
5,127 |
|
|
|
Equity
investments |
4,474 |
|
|
3,628 |
|
|
4,235 |
|
|
|
Other investments |
|
|
|
|
|
|
|
Private equity
investments |
477 |
|
|
33,999 |
|
|
6,155 |
|
|
|
Other |
22,475 |
|
|
8,067 |
|
|
20,181 |
|
|
|
Cash and cash
equivalents |
3,810
|
|
|
1,196
|
|
|
788
|
|
|
|
|
276,780 |
|
|
237,596 |
|
|
197,147 |
|
|
|
Investment
expenses |
(14,914 |
) |
|
(15,387 |
) |
|
(15,421 |
) |
|
|
Net investment income |
$
|
261,866 |
|
|
$
|
222,209 |
|
|
$
|
181,726 |
|
|
|
|
|
|
|
|
|
|
Net
Realized and Unrealized (Losses) Gains on Investments
Net realized and unrealized (losses) gains on investments are as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December
31, |
2018 |
|
2017 |
|
2016 |
|
|
Gross realized
gains |
$ |
21,284 |
|
|
$ |
49,121 |
|
|
$ |
72,739 |
|
|
|
Gross realized losses |
(91,098 |
) |
|
(38,832 |
) |
|
(38,315 |
) |
|
|
Net realized (losses) gains
on fixed maturity investments |
(69,814 |
) |
|
10,289 |
|
|
34,424 |
|
|
|
Net unrealized
(losses) gains on fixed maturity investments trading |
(57,310 |
) |
|
8,479 |
|
|
26,954 |
|
|
|
Net realized and unrealized losses on investments-related derivatives |
(8,784 |
) |
|
(2,490 |
) |
|
(15,414 |
) |
|
|
Net realized gains
on equity investments trading sold during the period |
27,739 |
|
|
80,027 |
|
|
14,190 |
|
|
|
Net unrealized (losses) gains on equity investments trading still held at reporting date |
(66,900
|
)
|
|
39,517
|
|
|
81,174
|
|
|
|
Net realized and
unrealized (losses) gains on equity investments trading |
(39,161 |
) |
|
119,544 |
|
|
95,364 |
|
|
|
Net realized and unrealized
(losses) gains on investments |
$ |
(175,069
|
) |
|
$ |
135,822
|
|
|
$ |
141,328
|
|
|
|
|
|
|
|
|
|
|
Other
Investments
The table below shows the fair value of the Company’s portfolio of other
investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At
December 31, |
2018 |
|
2017 |
|
|
Catastrophe
bonds |
$ |
516,571 |
|
|
$ |
380,475 |
|
|
|
Private equity investments |
242,647 |
|
|
196,220 |
|
|
|
Senior secured bank loan
funds |
14,482 |
|
|
17,574 |
|
|
|
Hedge funds |
11,233 |
|
|
524 |
|
|
|
Total other
investments |
$ |
784,933
|
|
|
$ |
594,793
|
|
|
|
|
|
|
|
|
Interest income, income distributions and net
realized and unrealized gains on other investments are included in net investment income and totaled $23.0 million (2017 – $42.1 million, 2016 – $26.3 million) of which $8.3 million related to net unrealized losses (2017 – gains of $24.7 million, 2016 – gains of $11.5 million). Included in net investment income for
2018 is income of
$0.3 million (2017 -
$1.9 million, 2016 - $3.4 million) representing the change in estimate
during the period related to the difference between the
Company’s estimated fair value due to the lag in
reporting, as discussed in “Note 2. Significant Accounting Policies,” and the actual amount
as reported in the final net asset values provided by the Company’s fund managers.
The Company has committed capital to
private equity investments, other investments and investments in other ventures of $1.2 billion, of
which $686.4 million has been contributed at December 31, 2018. The Company’s remaining commitments to these investments at December 31, 2018 totaled $470.8 million. In the future, the Company may enter into additional commitments in respect of private equity
investments or individual portfolio company investment opportunities.
Investments in Other Ventures, under
Equity Method
The table below shows the Company’s portfolio of investments in other ventures, under equity
method:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2018
|
|
2017
|
|
|
At
December 31, |
Investment |
|
Ownership % |
|
Carrying Value |
|
Investment |
|
Ownership % |
|
Carrying Value |
|
|
Tower Hill
Companies |
64,750 |
|
|
24.9 |
% |
|
38,241 |
|
|
64,750 |
|
|
26.3 |
% |
|
42,167 |
|
|
|
Top Layer Re |
65,375 |
|
|
50.0 |
% |
|
46,562 |
|
|
65,375 |
|
|
50.0 |
% |
|
50,211 |
|
|
|
Other |
35,862 |
|
|
30.6 |
% |
|
30,369 |
|
|
13,650 |
|
|
40.4 |
% |
|
9,596 |
|
|
|
Total investments
in other ventures, under equity method |
$
|
165,987 |
|
|
|
|
$
|
115,172 |
|
|
$
|
143,775 |
|
|
|
|
$
|
101,974 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
On July 1, 2008, the Company invested
$50.0 million in Tower Hill Insurance Group, LLC (included in the Tower Hill Companies in the table
above) representing a 25.0% equity ownership. Included in the purchase price was $40.0 million of other intangibles and $7.8 million of goodwill, which, in accordance with generally accepted accounting principles, are recorded as
“Investments in other ventures, under equity method” rather than “Goodwill and other intangibles” on the Company’s consolidated balance sheet.
The Company originally invested $13.1 million in Top Layer
Re, representing a 50.0% ownership. In December 2010, March 2011 and December 2011, primarily as a
result of net claims and claim expenses incurred by Top Layer Re with respect to the September 2010 New Zealand Earthquake, the February 2011 New Zealand Earthquake and the Tohoku Earthquake and Tsunami, respectively, the Company invested an
additional $13.8 million, $20.5 million and $18.0
million, respectively, in Top Layer Re, maintaining the Company’s 50.0% ownership interest.
The table below shows the Company’s equity in earnings
of other ventures, under equity method:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended
December 31, |
2018 |
|
2017 |
|
2016 |
|
|
Tower Hill
Companies |
$ |
9,605 |
|
|
$ |
(1,647 |
) |
|
$ |
10,379 |
|
|
|
Top Layer Re |
8,852 |
|
|
9,851 |
|
|
(8,576 |
) |
|
|
Other |
17
|
|
|
(174
|
)
|
|
(840
|
)
|
|
|
Total equity in earnings of other
ventures |
$
|
18,474 |
|
|
$
|
8,030 |
|
|
$
|
963 |
|
|
|
|
|
|
|
|
|
|
During 2018, the Company received $26.1 million of distributions from its investments in other ventures, under equity method (2017 – $29.7 million, 2016 – $9.4
million). Earnings from the Company’s investments in other ventures, under
equity method, net of distributions received, were $3.8 million at
December 31,
2018 (2017 -
losses of $6.3 million).
Except for Top Layer Re, the equity in earnings of the Company’s investments in other ventures are reported one quarter in arrears.
NOTE
5. 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 fair value hierarchy that prioritizes the inputs to the respective valuation
techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to valuation techniques that use at least one
significant input that is unobservable (Level 3). The three levels of the fair value hierarchy are described below:
|
|
• |
Fair values determined by Level 1 inputs utilize unadjusted quoted prices obtained from active markets for
identical assets or liabilities for which the Company has access. The fair value is determined by multiplying the quoted price by the quantity held by the Company; |
|
|
• |
Fair values determined by Level 2 inputs utilize inputs other than quoted prices included in Level 1 that
are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets, and inputs other than quoted prices that are observable for the asset or liability,
such as interest rates and yield curves that are observable at commonly quoted intervals, broker quotes and certain pricing indices; and |
|
|
• |
Level 3 inputs are based all or in part on significant unobservable inputs for the asset or liability, and
include situations where there is little, if any, market activity for the asset or liability. In these cases, significant management assumptions can be used to establish management’s best estimate of the assumptions used by other market
participants in determining the fair value of the asset or liability. |
In certain cases, the
inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest
level input that is significant to the fair value measurement of the asset or liability. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and the Company
considers factors specific to the asset or liability.
In order to determine if a market is active or
inactive for a security, the Company considers a number of factors, including, but not limited to, the spread between what a seller is asking for a security and what a buyer is bidding for the same security, the volume of trading activity for the
security in question, the price of the security compared to its par value (for fixed maturity investments), and other factors that may be indicative of market activity.
There have been no material changes in the Company’s valuation techniques, nor have there been any transfers between
Level 1 and Level 2, or Level 2 and Level 3 during the period represented by these consolidated financial statements.
Below is a summary of the assets and
liabilities that are measured at fair value on a recurring basis and also represents the carrying amount on the Company’s consolidated balance sheets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31,
2018 |
Total |
|
Quoted
Prices in
Active
Markets for
Identical
Assets
(Level
1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
|
Fixed maturity investments |
|
|
|
|
|
|
|
|
|
U.S.
treasuries |
$ |
3,331,411 |
|
|
$ |
3,331,411 |
|
|
$ |
— |
|
|
$ |
— |
|
|
|
Agencies |
174,883 |
|
|
— |
|
|
174,883 |
|
|
— |
|
|
|
Municipal |
6,854 |
|
|
— |
|
|
6,854 |
|
|
— |
|
|
|
Non-U.S. government |
279,818 |
|
|
— |
|
|
279,818 |
|
|
— |
|
|
|
Non-U.S. government-backed
corporate |
160,063 |
|
|
— |
|
|
160,063 |
|
|
— |
|
|
|
Corporate |
2,450,244 |
|
|
— |
|
|
2,450,244 |
|
|
— |
|
|
|
Agency
mortgage-backed |
817,880 |
|
|
— |
|
|
817,880 |
|
|
— |
|
|
|
Non-agency mortgage-backed |
278,680 |
|
|
— |
|
|
278,680 |
|
|
— |
|
|
|
Commercial
mortgage-backed |
282,294 |
|
|
— |
|
|
282,294 |
|
|
— |
|
|
|
Asset-backed |
306,743 |
|
|
— |
|
|
306,743 |
|
|
— |
|
|
|
Total fixed maturity
investments |
8,088,870 |
|
|
3,331,411 |
|
|
4,757,459 |
|
|
— |
|
|
|
Short term investments |
2,586,520 |
|
|
— |
|
|
2,586,520 |
|
|
— |
|
|
|
Equity investments
trading |
310,252 |
|
|
310,252 |
|
|
— |
|
|
— |
|
|
|
Other investments |
|
|
|
|
|
|
|
|
|
Catastrophe
bonds |
516,571 |
|
|
— |
|
|
516,571 |
|
|
— |
|
|
|
Private equity investments (1) |
242,647 |
|
|
— |
|
|
— |
|
|
54,545 |
|
|
|
Senior secured bank loan
funds (1) |
14,482 |
|
|
— |
|
|
— |
|
|
— |
|
|
|
Hedge funds (1) |
11,233 |
|
|
— |
|
|
— |
|
|
— |
|
|
|
Total other
investments |
784,933
|
|
|
—
|
|
|
516,571
|
|
|
54,545
|
|
|
|
Other assets and (liabilities) |
|
|
|
|
|
|
|
|
|
Assumed and ceded (re)insurance contracts (2) |
(8,359 |
) |
|
— |
|
|
— |
|
|
(8,359 |
) |
|
|
Derivatives (3) |
12,399 |
|
|
484 |
|
|
11,915 |
|
|
— |
|
|
|
Total other assets and
(liabilities) |
4,040
|
|
|
484
|
|
|
11,915
|
|
|
(8,359
|
) |
|
|
|
$
|
11,774,615 |
|
|
$
|
3,642,147 |
|
|
$
|
7,872,465 |
|
|
$
|
46,186 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical
expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the consolidated balance
sheet. |
|
|
(2) |
Included in assumed and ceded (re)insurance contracts at
December 31, 2018 was $5.0 million and $13.3 million of other assets and other liabilities,
respectively.
|
|
|
(3) |
See “Note
18. Derivative Instruments” for additional information related to the fair value, by type of contract, of derivatives entered into by
the
Company.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At
December 31, 2017 |
Total |
|
Quoted
Prices in
Active
Markets for
Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
|
Fixed maturity investments |
|
|
|
|
|
|
|
|
|
U.S.
treasuries |
$ |
3,168,763 |
|
|
$ |
3,168,763 |
|
|
$ |
— |
|
|
$ |
— |
|
|
|
Agencies |
47,646 |
|
|
— |
|
|
47,646 |
|
|
— |
|
|
|
Municipal |
509,802 |
|
|
— |
|
|
509,802 |
|
|
— |
|
|
|
Non-U.S. government |
287,660 |
|
|
— |
|
|
287,660 |
|
|
— |
|
|
|
Non-U.S. government-backed
corporate |
163,651 |
|
|
— |
|
|
163,651 |
|
|
— |
|
|
|
Corporate |
2,063,459 |
|
|
— |
|
|
2,063,459 |
|
|
— |
|
|
|
Agency
mortgage-backed |
500,456 |
|
|
— |
|
|
500,456 |
|
|
— |
|
|
|
Non-agency mortgage-backed |
300,331 |
|
|
— |
|
|
300,331 |
|
|
— |
|
|
|
Commercial
mortgage-backed |
202,062 |
|
|
— |
|
|
202,062 |
|
|
— |
|
|
|
Asset-backed |
182,725 |
|
|
— |
|
|
182,725 |
|
|
— |
|
|
|
Total fixed maturity
investments |
7,426,555 |
|
|
3,168,763 |
|
|
4,257,792 |
|
|
— |
|
|
|
Short term investments |
991,863 |
|
|
— |
|
|
991,863 |
|
|
— |
|
|
|
Equity investments
trading |
388,254 |
|
|
388,254 |
|
|
— |
|
|
— |
|
|
|
Other investments |
|
|
|
|
|
|
|
|
|
Catastrophe
bonds |
380,475 |
|
|
— |
|
|
380,475 |
|
|
— |
|
|
|
Private equity investments (1) |
196,220 |
|
|
— |
|
|
— |
|
|
— |
|
|
|
Senior secured bank loan
fund (1) |
17,574 |
|
|
— |
|
|
— |
|
|
— |
|
|
|
Hedge funds (1) |
524 |
|
|
— |
|
|
— |
|
|
— |
|
|
|
Total other
investments |
594,793
|
|
|
—
|
|
|
380,475
|
|
|
—
|
|
|
|
Other assets and (liabilities) |
|
|
|
|
|
|
|
|
|
Assumed and ceded
(re)insurance contracts (2) |
(2,952 |
) |
|
— |
|
|
— |
|
|
(2,952 |
) |
|
|
Derivatives (3) |
4,636 |
|
|
(45 |
) |
|
4,681 |
|
|
— |
|
|
|
Total other assets and
(liabilities) |
1,684
|
|
|
(45
|
) |
|
4,681
|
|
|
(2,952
|
) |
|
|
|
$
|
9,403,149 |
|
|
$
|
3,556,972 |
|
|
$
|
5,634,811 |
|
|
$
|
(2,952 |
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical
expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the consolidated balance
sheet. |
|
|
(2) |
Included in assumed and ceded (re)insurance contracts at
December 31, 2017 was $2.5 million and $5.5 million of other assets and other liabilities,
respectively.
|
|
|
(2) |
See “Note
18. Derivative Instruments” for additional information related to the fair value,
by type of contract, of derivatives entered into by the Company.
|
Level 1 and Level 2 Assets
and Liabilities Measured at Fair Value
Fixed Maturity
Investments
Fixed maturity investments included in Level 1 consist of the Company’s investments in U.S. treasuries. Fixed
maturity investments included in Level 2 are agencies, municipal, non-U.S. government, non-U.S. government-backed corporate, corporate, agency mortgage-backed, non-agency mortgage-backed, commercial mortgage-backed and
asset-backed.
The Company’s fixed maturity investments are primarily priced using pricing services, such as index
providers and pricing vendors, as well as broker quotations. In general, the pricing vendors provide pricing for a high volume of liquid securities that are actively traded. For securities that do not trade on an exchange, the pricing services
generally utilize market data and other observable inputs in matrix pricing
models to determine month end prices. Observable inputs
include benchmark yields, reported trades, broker-dealer quotes, issuer spreads, bids, offers, reference data and industry and economic events. Index pricing generally relies on market traders as the primary source for pricing; however, models are
also utilized to provide prices for all index eligible securities. The models use a variety of observable inputs such as benchmark yields, transactional data, dealer runs, broker-dealer quotes and corporate actions. Prices are generally verified
using third-party data. Securities which are priced by an index provider are generally included in the index.
In general,
broker-dealers value securities through their trading desks based on observable inputs. The methodologies include mapping securities based on trade data, bids or offers, observed spreads, and performance on newly issued securities. Broker-dealers
also determine valuations by observing secondary trading of similar securities. Prices obtained from broker quotations are considered non-binding, however they are based on observable inputs and by observing secondary trading of similar securities
obtained from active, non-distressed markets.
The Company considers these broker quotations to be Level 2 inputs as they are
corroborated with other market observable inputs. The techniques generally used to determine the fair value of the Company’s fixed maturity investments are detailed below by asset
class.
U.S. treasuries
Level 1 - At December 31, 2018, the Company’s U.S.
treasuries fixed maturity investments were primarily priced by pricing services and had a weighted average yield to maturity of 2.5% and a weighted average credit quality of AA (2017 -
1.9% and AA, respectively). When pricing these securities, the pricing services utilize daily data
from many real time market sources, including active broker dealers. Certain data sources are regularly reviewed for accuracy to attempt to ensure the most reliable price source is used for each issue and maturity
date.
Agencies
Level 2 - At December 31, 2018, the Company’s
agency fixed maturity investments had a weighted average yield to maturity of 3.0% and a weighted
average credit quality of AA (2017 - 2.1% and AA, respectively). The issuers of the Company’s agency fixed maturity investments primarily
consist of the Federal National Mortgage Association, the Federal Home Loan Mortgage Corporation and other agencies. Fixed maturity investments included in agencies are primarily priced by pricing services. When evaluating these securities, the
pricing services gather information from market sources and integrate other observations from markets and sector news. Evaluations are updated by obtaining broker dealer quotes and other market information including actual trade volumes, when
available. The fair value of each security is individually computed using analytical models which incorporate option adjusted spreads and other daily interest rate data.
Municipal
Level 2 - At December 31, 2018, the Company’s municipal fixed maturity investments had a weighted average yield to maturity of 4.8% and a weighted average credit quality of A (2017 - 2.2% and AA, respectively). The Company’s municipal fixed maturity investments are primarily priced by pricing services. When evaluating these securities, the pricing services gather information
regarding the security from third party sources such as trustees, paying agents or issuers. Evaluations are updated by obtaining broker dealer quotes and other market information including actual trade volumes, when available. The
pricing services also consider the specific terms and conditions of the securities, including any specific features which may influence risk. In certain instances, securities are individually evaluated using a spread over widely accepted
market benchmarks.
Non-U.S.
government
Level 2 - At
December 31, 2018, the Company’s non-U.S. government fixed maturity investments had a
weighted average yield to maturity of 2.7% and a weighted average credit quality of AAA (2017 - 2.0% and AAA,
respectively). The issuers of securities in this sector are non-U.S. governments and their respective agencies as well as supranational organizations. Securities held in these sectors are primarily priced by pricing services that employ proprietary
discounted cash flow models to value the securities. Key quantitative inputs for these models are daily observed benchmark curves for treasury, swap and high
issuance credits. The pricing services then apply a credit
spread for each security which is developed by in-depth and real time market analysis. For securities in which trade volume is low, the pricing services utilize data from more frequently traded securities with similar attributes. These models may
also be supplemented by daily market and credit research for international markets.
Non-U.S.
government-backed corporate
Level 2 - At December 31, 2018, the Company’s non-U.S. government-backed corporate fixed maturity investments had a
weighted average yield to maturity of 2.8% and a weighted average credit quality of AA (2017 - 2.3% and AA, respectively). Non-U.S. government-backed fixed maturity investments are primarily priced by pricing services that employ proprietary discounted cash flow models to value the securities. Key
quantitative inputs for these models are daily observed benchmark curves for treasury, swap and high issuance credits. The pricing services then apply a credit spread to the respective curve for each security which is developed by in-depth and real
time market analysis. For securities in which trade volume is low, the pricing services utilize data from more frequently traded securities with similar attributes. These models may also be supplemented by daily market and credit research for
international
markets.
Corporate
Level 2 - At December 31, 2018, the Company’s
corporate fixed maturity investments principally consisted of U.S. and international corporations and had a weighted average yield to maturity of 4.9% and a weighted average credit quality of BBB (2017 -
3.8% and BBB, respectively). The Company’s corporate fixed maturity investments are primarily
priced by pricing services. When evaluating these securities, the pricing services gather information from market sources regarding the issuer of the security and obtain credit data, as well as other observations, from markets and sector news.
Evaluations are updated by obtaining broker dealer quotes and other market information including actual trade volumes, when available. The pricing services also consider the specific terms and conditions of the securities, including any specific
features which may influence risk. In certain instances, securities are individually evaluated using a spread which is added to the U.S. treasury curve or a security specific swap curve as
appropriate.
Agency
mortgage-backed
Level 2 - At
December 31, 2018, the Company’s agency mortgage-backed fixed maturity investments included
agency residential mortgage-backed securities with a weighted average yield to maturity of 3.5%, a
weighted average credit quality of AA and a weighted average life of 7.1 years (2017 - 3.0%, AA and 6.4 years, respectively). The Company’s
agency mortgage-backed fixed maturity investments are primarily priced by pricing services using a mortgage pool specific model which utilizes daily inputs from the active to be announced market which is very liquid, as well as the U.S. treasury
market. The model also utilizes additional information, such as the weighted average maturity, weighted average coupon and other available pool level data which is provided by the sponsoring agency. Valuations are also corroborated with daily active
market quotes.
Non-agency
mortgage-backed
Level 2 - The Company’s non-agency mortgage-backed fixed maturity investments include non-agency prime,
non-agency Alt-A and other non-agency residential mortgage-backed securities. At December 31, 2018,
the Company’s non-agency prime residential mortgage-backed fixed maturity investments had a weighted average yield to maturity of 4.4%, a weighted average credit quality of non-investment grade, and a weighted average life of 4.7 years (2017 - 3.7%, BBB and 5.1 years, respectively). The Company’s non-agency Alt-A fixed maturity investments held at December 31,
2018 had a weighted average yield to maturity of 4.7%, a weighted average credit quality of non-investment grade and a weighted average life of 6.3 years (2017 - 3.7%, non-investment grade and 6.2 years, respectively). Securities held in these sectors are primarily priced by pricing services using an
option adjusted spread model or other relevant models, which principally utilize inputs including benchmark yields, available trade information or broker quotes, and issuer spreads. The pricing services also review collateral prepayment speeds, loss
severity and delinquencies among other collateral performance indicators for the securities valuation, when applicable.
Commercial
mortgage-backed
Level 2 - At
December 31, 2018, the Company’s commercial mortgage-backed fixed maturity investments had a
weighted average yield to maturity of 3.6%, a weighted average credit quality of AAA, and a weighted
average life of 5.0 years (2017 - 2.9%, AAA and 4.5 years, respectively). Securities held in
these sectors are primarily priced by pricing services. The pricing services apply dealer quotes and other available trade information such as bids and offers, prepayment speeds which may be adjusted for the underlying collateral or current price
data, the U.S. treasury curve and swap curve as well as cash settlement. The pricing services discount the expected cash flows for each security held in this sector using a spread adjusted benchmark yield based on the characteristics of the
security.
Asset-backed
Level 2 - At December 31, 2018, the Company’s
asset-backed fixed maturity investments had a weighted average yield to maturity of 4.3%, a weighted
average credit quality of AAA and a weighted average life of 3.2 years (2017 - 2.8%, AAA and 3.0 years, respectively). The underlying
collateral for the Company’s asset-backed fixed maturity investments primarily consists of bank loans, student loans, credit card receivables, auto loans and other receivables. Securities held in these sectors are primarily priced by pricing
services. The pricing services apply dealer quotes and other available trade information such as bids and offers, prepayment speeds which may be adjusted for the underlying collateral or current price data, the U.S. treasury curve and swap curve as
well as cash settlement. The pricing services determine the expected cash flows for each security held in this sector using historical prepayment and default projections for the underlying collateral and current market data. In addition, a spread is
applied to the relevant benchmark and used to discount the cash flows noted above to determine the fair value of the securities held in this sector.
Short Term Investments
Level 2 - At December 31, 2018, the Company’s short term investments had a weighted average yield to maturity of
2.1% and a weighted average credit quality of AAA (2017 - 1.4% and AAA, respectively). The fair value of the Company’s portfolio of short term investments is generally determined using amortized cost which approximates fair value and, in certain cases, in a
manner similar to the Company’s fixed maturity investments noted above.
Equity Investments, Classified
as Trading
Level 1 - The fair value of the Company’s portfolio of equity investments, classified as
trading is primarily priced by pricing services, reflecting the closing price quoted for the final trading day of the period. When pricing these securities, the pricing services utilize daily data from many real time market sources, including
applicable securities exchanges. All data sources are regularly reviewed for accuracy to attempt to ensure the most reliable price source was used for each security.
Other investments
Catastrophe
bonds
Level 2 - The Company’s other investments include investments in catastrophe bonds which are recorded at fair value
based on broker or underwriter bid indications.
Other assets and
liabilities
Derivatives
Level 1 and Level 2 - Other assets and liabilities include certain derivatives entered into by the Company. The fair value of these transactions includes certain exchange traded futures contracts which
are considered Level 1, and foreign currency contracts and certain credit derivatives, determined using standard industry valuation models and considered Level 2, as the inputs to the valuation model are based on observable market inputs. For
credit derivatives, these inputs include credit spreads, credit ratings of the underlying referenced security, the risk free rate and the contract term. For foreign currency contracts, these inputs include spot rates and interest rate
curves.
Level 3 Assets and Liabilities Measured
at Fair Value
Below is a summary of quantitative information regarding the significant observable and
unobservable inputs (Level 3) used in determining the fair value of assets and liabilities measured at fair value on a recurring basis:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
2018 |
Fair Value (Level 3) |
|
Valuation
Technique |
|
Unobservable
Inputs |
|
Low |
|
High |
|
Weighted Average or Actual |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
Private equity investments |
$ |
54,545 |
|
|
Internal valuation
model |
|
Discount
rate |
|
16.8 |
% |
|
29.6 |
% |
|
23.2 |
% |
|
|
Total other investments |
54,545 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Other assets and (liabilities) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Assumed and
ceded (re)insurance contracts |
550 |
|
|
Internal valuation model |
|
Bond price |
|
$ |
100.74 |
|
|
$ |
107.82 |
|
|
$ |
104.66 |
|
|
|
|
|
|
|
|
Liquidity
discount |
|
n/a |
|
|
n/a |
|
|
1.3 |
% |
|
|
Assumed and
ceded (re)insurance contracts |
(8,909 |
) |
|
Internal valuation model |
|
Net undiscounted cash flows |
|
n/a |
|
|
n/a |
|
|
$ |
(10,528 |
) |
|
|
|
|
|
|
|
Expected loss
ratio |
|
n/a |
|
|
n/a |
|
|
36.1 |
% |
|
|
|
|
|
|
|
Discount rate |
|
n/a |
|
|
n/a |
|
|
2.5 |
% |
|
|
Total other assets and (liabilities) |
$ |
(8,359
|
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
46,186 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Below is a reconciliation of
the beginning and ending balances, for the periods shown, of assets and liabilities measured at fair value on a recurring basis using Level 3 inputs. Interest and dividend income are included in net investment income and are excluded from the
reconciliation.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
investments
|
|
Other
assets
and
(liabilities)
|
|
Total |
|
|
Balance - January 1, 2018 |
$ |
— |
|
|
$ |
(2,952 |
) |
|
$ |
(2,952 |
) |
|
|
Total realized and
unrealized gains |
|
|
|
|
|
|
|
Included in other income |
— |
|
|
2,901 |
|
|
2,901 |
|
|
|
Purchases |
54,545 |
|
|
(9,291 |
) |
|
45,254 |
|
|
|
Settlements |
— |
|
|
983 |
|
|
983 |
|
|
|
Balance - December 31, 2018 |
$ |
54,545
|
|
|
$ |
(8,359
|
) |
|
$ |
46,186
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other assets and (liabilities) |
|
|
Balance - January 1, 2017 |
$ |
(13,004 |
) |
|
|
Total realized and
unrealized gains |
|
|
|
Included in other income |
3,761 |
|
|
|
Purchases |
354 |
|
|
|
Settlements |
5,937 |
|
|
|
Balance - December 31, 2017 |
$ |
(2,952
|
) |
|
|
|
|
|
Other
investments
Private equity
investment
Level 3 - At December 31, 2018, the Company’s other investments included a $54.5 million private equity investment
which is recorded at fair value, with the fair value obtained through the use of an internal
valuation model. The Company measured the fair value of
this investment using multiples of net tangible book value of the underlying entity. The significant unobservable inputs used in the fair value measurement of this investment are discount rates applied to each of the net tangible book value
multiples used in the internal valuation model. These unobservable inputs in isolation can cause significant increases or decreases in fair value. The discount rates are applied to each of the comparable net tangible book value multiples which are
used to determine fair value. The comparable net tangible book value multiples are observable and based on the trading multiples of public industry peers of the underlying entity as well as multiples observed in precedent merger and acquisition
transactions in the underlying entity’s sector. Generally, an increase in the discount rate would result in a decrease in the fair value of this private equity investment.
Other assets and
liabilities
Assumed and ceded (re)insurance
contracts
Level 3 - At December 31, 2018, the Company had a $0.6 million net
asset related to an assumed reinsurance contract accounted for at fair value, with the fair value obtained through the use of an
internal valuation model. The inputs to the internal valuation model are principally based on indicative pricing obtained from independent brokers and pricing vendors for similarly structured marketable securities. The most significant
unobservable inputs include prices for similar marketable securities and a liquidity premium. The Company considers the prices for similar securities to be unobservable, as there is little, if any market activity for these similar assets. In
addition, the Company has estimated a liquidity premium that would be required if the Company attempted to effectively exit its position by executing a short sale of these securities. Generally, an increase in the prices for similar marketable
securities or a decrease in the liquidity premium would result in an increase in the expected profit and ultimate fair value of this assumed reinsurance
contract.
Level 3 - At December 31, 2018, the Company had a $8.9 million net
liability related to assumed and ceded (re)insurance contracts accounted for at fair value, with the fair value obtained through the
use of an internal valuation model. The inputs to the internal valuation model are principally based on proprietary data as observable market inputs are generally not available. The most significant unobservable inputs include the assumed and ceded
expected net cash flows related to the contracts, including the expected premium, acquisition expenses and losses; the expected loss ratio and the relevant discount rate used to present value the net cash flows. The contract period and
acquisition expense ratio are considered an observable input as each is defined in the contract. Generally, an increase in the net expected cash flows and expected term of the contract and a decrease in the discount rate, expected loss ratio or
acquisition expense ratio, would result in an increase in the expected profit and ultimate fair value of these assumed and ceded (re)insurance contracts.
Financial Instruments Disclosed, But Not Carried, at Fair Value
The
Company uses various financial instruments in the normal course of its business. The Company’s insurance contracts are excluded from the fair value of financial instruments accounting guidance, unless the Company elects the fair value option,
and therefore, are not included in the amounts discussed herein. The carrying values of cash and cash equivalents, accrued investment income, receivables for investments sold, certain other assets, payables for investments purchased, certain other
liabilities, and other financial instruments not included herein approximated their fair values.
Debt
Included on the Company’s consolidated balance sheet at December 31, 2018 were
debt obligations of $991.1 million (2017 - $989.6 million). At
December 31, 2018, the fair value of the Company’s debt obligations was
$974.7
million (2017 –
$1,018.2
million).
The fair value of the Company’s debt obligations is
determined using indicative market pricing obtained from third-party service providers, which the Company considers Level 2 in the fair value hierarchy. There have been no changes during the period in the Company’s valuation technique used to
determine the fair value of the Company’s debt obligations. Refer to “Note 8. Debt and Credit Facilities” for additional
information related to the Company’s debt
obligations.
The Fair Value Option for Financial
Assets and Financial Liabilities
The Company has elected to account for certain financial assets and financial liabilities at
fair value using the guidance under FASB ASC Topic Financial Instruments as the Company believes it represents the most
meaningful measurement basis for these assets and liabilities. Below is a summary of the balances the Company has elected to account for at fair value:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2018 |
|
2017 |
|
|
Other
investments |
$ |
784,933 |
|
|
$ |
594,793 |
|
|
|
Other assets |
$ |
4,968 |
|
|
$ |
2,542 |
|
|
|
Other
liabilities |
$ |
13,327 |
|
|
$ |
5,494 |
|
|
|
|
|
|
|
|
Included in net investment income for 2018 was net unrealized losses of
$8.3 million related to the changes in fair value of other investments
(2017 –
gains of $24.7 million,
2016 – gains of
$11.5 million). Included in other income for 2018 were net unrealized gains of $Nil related to the changes in the fair value of other assets and liabilities (2017 – $Nil, 2016 – $Nil).
Measuring the Fair Value of Other Investments Using Net Asset Valuations
The table below shows the Company’s portfolio of other investments measured using net asset valuations as a practical
expedient:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At
December 31, 2018 |
Fair Value |
|
Unfunded Commitments |
|
Redemption
Frequency |
|
Redemption
Notice Period (Minimum Days) |
|
Redemption
Notice Period (Maximum Days) |
|
|
Private equity investments |
$ |
188,102 |
|
|
$ |
393,700 |
|
|
See below |
|
See below |
|
See below |
|
|
Senior secured
bank loan funds |
14,482 |
|
|
20,121 |
|
|
See below |
|
See below |
|
See below |
|
|
Hedge funds |
11,233 |
|
|
— |
|
|
See
below |
|
See
below |
|
See
below |
|
|
Total other
investments measured using net asset valuations |
$
|
213,817 |
|
|
$
|
413,821 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Private equity investments
– A significant portion of the Company’s investments in private equity investments include alternative asset limited partnerships (or similar corporate structures) that invest in
certain private equity asset classes including U.S. and global leveraged buyouts, mezzanine investments, distressed securities, real estate, and oil, gas and power. The Company generally has no right to redeem its interest in any of these private
equity investments in advance of dissolution of the applicable private equity investment. Instead, the nature of these investments is that distributions are received by the Company in connection with the liquidation of the underlying assets of the
respective private equity investment. It is estimated that the majority of the underlying assets of the limited partnerships would liquidate over 7 to 10 years from inception of the respective limited
partnership.
Senior secured bank loan
funds – At December 31, 2018 the Company had $14.5 million invested in closed end funds which invest primarily in loans. The Company has no right to redeem
its investment in these funds. It is estimated that the majority of the underlying assets in these closed end funds would liquidate over 4 to 5 years from inception of the applicable
fund.
Hedge funds – At December 31, 2018, the Company had $11.2 million of investments in hedge funds that pursue multiple strategies. This included an investment of
$11.0 million in a fund primarily focused on global credit opportunities which is redeemable at the option of the shareholder. The
remainder of the Company’s hedge fund investments consisted of so called “side pocket” investments which are not redeemable at the option of the
shareholder.
NOTE
6. REINSURANCE
The Company purchases reinsurance and other protection to manage its risk portfolio and to reduce its exposure to large losses. The Company
currently has in place contracts that provide for recovery of a portion of certain claims and claim expenses, generally in excess of various retentions or on a proportional basis. In addition to loss recoveries, certain of the Company’s ceded
reinsurance contracts provide for payments of additional premiums, for reinstatement premiums and for lost no-claims bonuses, which are incurred when losses are ceded to the respective reinsurance contracts. The Company remains liable to the extent
that any reinsurer fails to meet its obligations.
The following table sets forth the effect of reinsurance and retrocessional
activity on premiums written and earned and on net claims and claim expenses incurred:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December
31, |
2018 |
|
2017 |
|
2016 |
|
|
Premiums
written |
|
|
|
|
|
|
|
Direct |
$ |
337,587 |
|
|
$ |
290,730 |
|
|
$ |
208,282 |
|
|
|
Assumed |
2,972,840 |
|
|
2,506,810 |
|
|
2,166,294 |
|
|
|
Ceded |
(1,178,525
|
)
|
|
(926,215
|
)
|
|
(839,264
|
)
|
|
|
Net premiums written |
$
|
2,131,902 |
|
|
$
|
1,871,325 |
|
|
$
|
1,535,312 |
|
|
|
Premiums
earned |
|
|
|
|
|
|
|
Direct |
$ |
292,219 |
|
|
$ |
244,285 |
|
|
$ |
157,112 |
|
|
|
Assumed |
2,779,796 |
|
|
2,307,219 |
|
|
1,874,993 |
|
|
|
Ceded |
(1,095,886 |
) |
|
(833,929 |
) |
|
(628,675 |
) |
|
|
Net premiums
earned |
$ |
1,976,129
|
|
|
$ |
1,717,575
|
|
|
$ |
1,403,430
|
|
|
|
Claims and claim
expenses |
|
|
|
|
|
|
|
Gross claims and claim
expenses incurred |
$ |
2,578,536 |
|
|
$ |
3,420,388 |
|
|
$ |
710,651 |
|
|
|
Claims and claim expenses recovered |
(1,458,518 |
) |
|
(1,558,960 |
) |
|
(179,820 |
) |
|
|
Net claims and claim
expenses incurred |
$ |
1,120,018
|
|
|
$ |
1,861,428
|
|
|
$ |
530,831
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2018, the Company’s reinsurance recoverable balance was $2.4 billion (2017 - $1.6 billion). Of this amount,
60.8% is fully collateralized by our reinsurers, 38.0% is recoverable from reinsurers rated A- or higher by major rating agencies and 1.2% is
recoverable from reinsurers rated lower than A- by major rating agencies (2017 - 54.5%, 44.5% and 1.0%, respectively). The reinsurers with the three largest balances accounted for 15.5%, 6.7% and 6.5%, respectively, of the Company’s
reinsurance recoverable balance at December 31, 2018 (2017 - 10.4%, 7.5% and 7.3%, respectively). The valuation allowance recorded against reinsurance recoverable was $9.0 million at
December 31, 2018 (2017 - $7.0
million). The three largest company-specific components of the valuation allowance represented
16.2%,
14.8% and
12.3%, respectively, of the Company’s total valuation allowance at December 31,
2018 (2017 - 11.1%, 9.2% and 8.4%,
respectively).
NOTE
7. RESERVE FOR CLAIMS AND CLAIM EXPENSES
General
Description
The Company believes the most significant accounting judgment made by management is its estimate of claims and
claim expense reserves. Claims and claim expense reserves represent estimates, including actuarial and statistical projections at a given point in time, of the ultimate settlement and administration costs for unpaid claims and claim expenses arising
from the insurance and reinsurance contracts the Company sells. The Company establishes its claims and claim expense reserves by taking claims reported to the Company by insureds and ceding companies, but which have not yet been paid (“case
reserves”), adding estimates for the anticipated cost of claims incurred but not yet reported to the Company, or incurred but not enough reported to the Company (collectively referred to as “IBNR”) and, if deemed necessary, adding
costs for additional case reserves which represent the Company’s estimates for claims related to specific contracts previously reported to the Company which it believes may not be adequately estimated by the client as of that date, or
adequately covered in the application of IBNR.
On March 2, 2015 the Company acquired Platinum and the transaction was
accounted for under the acquisition method of accounting in accordance with FASB ASC Topic Business Combinations. Total
consideration paid was allocated among acquired assets and assumed liabilities based on their fair values, including Platinum’s claims and claim expense reserves, which totaled $1.4
billion at March 2, 2015, and consisted of $179.7 million and $1.2
billion included in the Company’s Property and Casualty and Specialty segments, respectively.
The following table summarizes the Company’s claims and claim expense reserves by segment, allocated between case reserves, additional case reserves and
IBNR:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At
December 31, 2018 |
Case
Reserves
|
|
Additional
Case Reserves
|
|
IBNR |
|
Total |
|
|
Property |
$ |
690,718 |
|
|
$ |
1,308,307 |
|
|
$ |
1,087,229 |
|
|
$ |
3,086,254 |
|
|
|
Casualty and
Specialty |
771,537 |
|
|
116,877 |
|
|
2,096,979 |
|
|
2,985,393 |
|
|
|
Other |
1,458 |
|
|
— |
|
|
3,166 |
|
|
4,624 |
|
|
|
Total |
$ |
1,463,713
|
|
|
$ |
1,425,184
|
|
|
$ |
3,187,374
|
|
|
$ |
6,076,271
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2017 |
|
|
|
|
|
|
|
|
|
Property |
$ |
696,285 |
|
|
$ |
896,522 |
|
|
$ |
893,583 |
|
|
$ |
2,486,390 |
|
|
|
Casualty and
Specialty |
689,962 |
|
|
124,923 |
|
|
1,760,607 |
|
|
2,575,492 |
|
|
|
Other |
6,605 |
|
|
— |
|
|
11,921 |
|
|
18,526 |
|
|
|
Total |
$ |
1,392,852
|
|
|
$ |
1,021,445
|
|
|
$ |
2,666,111
|
|
|
$ |
5,080,408
|
|
|
|
|
|
|
|
|
|
|
|
|
Activity in the liability for unpaid claims
and claim expenses is summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended
December 31, |
2018 |
|
2017 |
|
2016 |
|
|
Net reserves as of
January 1 |
$ |
3,493,778 |
|
|
$ |
2,568,730 |
|
|
$ |
2,632,519 |
|
|
|
Net incurred related to: |
|
|
|
|
|
|
|
Current
year |
1,390,767 |
|
|
1,902,424 |
|
|
694,957 |
|
|
|
Prior years |
(270,749 |
) |
|
(40,996 |
) |
|
(164,126 |
) |
|
|
Total net
incurred |
1,120,018
|
|
|
1,861,428
|
|
|
530,831
|
|
|
|
Net paid related to: |
|
|
|
|
|
|
|
Current
year |
391,061 |
|
|
450,527 |
|
|
83,015 |
|
|
|
Prior years |
503,708 |
|
|
524,298 |
|
|
506,279 |
|
|
|
Total net
paid |
894,769
|
|
|
974,825
|
|
|
589,294
|
|
|
|
Foreign exchange |
(14,977 |
) |
|
38,445 |
|
|
(5,326 |
) |
|
|
Net reserves as of
December 31 |
3,704,050 |
|
|
3,493,778 |
|
|
2,568,730 |
|
|
|
Reinsurance recoverable as of December
31 |
2,372,221 |
|
|
1,586,630 |
|
|
279,564 |
|
|
|
Gross reserves as of
December 31 |
$ |
6,076,271
|
|
|
$ |
5,080,408
|
|
|
$ |
2,848,294
|
|
|
|
|
|
|
|
|
|
|
The Company’s reserving
methodology for each line of business uses a loss reserving process that calculates a point estimate for its ultimate settlement and administration costs for claims and claim expenses. The Company does not calculate a range of estimates and does not
discount any of its reserves for claims and claim expenses. The Company uses this point estimate, along with paid claims and case reserves, to record its best estimate of additional case reserves and IBNR in its consolidated financial statements.
Under GAAP, the Company is not permitted to establish estimates for catastrophe claims and claim expense reserves until an event occurs that gives rise to a
loss.
Reserving for reinsurance claims involves other uncertainties, such as the dependence on information from
ceding companies, the time lag inherent in reporting information from the primary insurer to the Company or to the Company’s ceding companies, and differing reserving practices among ceding companies. The information received from ceding
companies is typically in the form of bordereaux, broker notifications of loss and/or discussions with ceding companies or their brokers. This information may be received on a monthly, quarterly or transactional basis and normally includes paid
claims and estimates of case reserves. The Company sometimes also receives an estimate or provision for IBNR. This information is often updated and adjusted from time to time during the loss settlement period as new data or facts in respect of
initial claims, client accounts, industry or event trends may be reported or emerge in addition to changes in applicable statutory and case laws.
The Company’s estimates of losses from large events are based on factors including currently available information derived from claims information from certain customers and brokers, industry
assessments of losses from the events, proprietary models, and the terms and conditions of the Company’s contracts. The uncertainty of the Company’s estimates for large events is also impacted by the preliminary nature of the information
available, the magnitude and relative infrequency of the events, the expected duration of the respective claims development period, inadequacies in the data provided to the relevant date by industry participants and the potential for further
reporting lags or insufficiencies; and in certain large events, significant uncertainty as to the form of the claims and legal issues, under the relevant terms of insurance and reinsurance contracts. In addition, a significant portion of the net
claims and claim expenses associated with certain large events can be concentrated with a few large clients and therefore the loss estimates for these events may vary significantly based on the claims experience of those clients. The contingent
nature of business interruption and other exposures will also impact losses in a meaningful way, which may give rise to significant complexity in respect of claims handling, claims adjustment and other coverage issues, over time. Given the magnitude
of certain events, there can be meaningful uncertainty regarding total covered losses for the insurance industry and, accordingly, several of the key assumptions underlying the Company's loss estimates. Loss reserve estimation in respect of the
Company's retrocessional contracts poses further challenges compared to directly assumed reinsurance. In addition, the Company’s actual net
losses from these events may increase if
the Company’s reinsurers or other obligors fail to meet their obligations.
Because of the inherent
uncertainties discussed above, the Company has developed a reserving philosophy that attempts to incorporate prudent assumptions and estimates, and the Company has generally experienced favorable net development on prior accident years net claims
and claim expenses in the last several years. However, there is no assurance that this favorable development on prior accident years net claims and claim expenses will occur in future
periods.
The Company establishes a provision for unallocated loss adjustment expenses ("ULAE") when the related
reserve for claims and claim expenses is established. ULAE are expenses that cannot be associated with a specific claim but are related to claims paid or in the process of settlement, such as internal costs of the claims function, and are included
in the reserve for claims and claim expenses. The determination of the ULAE provision is subject to
judgment.
The Company reevaluates its actuarial reserving techniques on a periodic basis. Typically, the
quarterly review procedures include reviewing paid and reported claims in the most recent reporting period, reviewing the development of paid and reported claims from prior periods, and reviewing the Company’s overall experience by
underwriting year and in the aggregate. The Company monitors its expected ultimate claims and claim expense ratios and expected claims reporting assumptions on a quarterly basis and compares them to its actual experience. These actuarial assumptions
are generally reviewed annually, based on input from the Company’s actuaries, underwriters, claims personnel and finance professionals, although adjustments may be made more frequently if needed. Assumption changes are made to adjust for
changes in the pricing and terms of coverage the Company provides, changes in industry results for similar business, as well as its actual experience to the extent the Company has enough data to rely on its own experience. If the Company determines
that adjustments to an earlier estimate are appropriate, such adjustments are recorded in the period in which they are identified.
Incurred and Paid Claims Development and Reserving Methodology
The information provided herein about incurred and paid accident year claims development for the years ended prior to December 31, 2018 on a consolidated basis and by segment is presented as supplementary information. The Company applied a retrospective approach with respect to its acquisition of Platinum, presenting all relevant
historical information for all periods presented. In addition, included in the incurred claims and claim expenses and cumulated paid claims and claim expenses tables below is a reconciling item that represents the unamortized balance of fair value
adjustments recorded in connection with the acquisition of Platinum to reflect an increase in net claims and claim expenses due to the addition of a market based risk margin that represented the cost of capital required by a market participant to
assume the net claims and claim expenses of Platinum.
For incurred and paid accident year claims denominated in
foreign currency, the Company used the current year-end balance sheet foreign exchange rate for all periods provided, thereby eliminating the effects of changes in foreign currency translation rates from the incurred and paid accident year claims
development information included in the tables
below.
The following table details the
Company’s consolidated incurred claims and claim expenses and cumulative paid claims and claim expenses as of December 31, 2018,
net of reinsurance, as well as IBNR plus ACR included within the net incurred claims
amounts.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incurred claims
and claim expenses, net of reinsurance |
|
|
|
|
|
|
For the
year ended December 31, |
|
At December 31, 2018 |
|
|
Accident
Year
|
|
2009 |
|
2010 |
|
2011 |
|
2012 |
|
2013 |
|
2014 |
|
2015 |
|
2016 |
|
2017 |
|
2018 |
|
IBNR
and ACR
|
|
|
|
|
(unaudited) |
|
(unaudited) |
|
(unaudited) |
|
(unaudited) |
|
(unaudited) |
|
(unaudited) |
|
(unaudited) |
|
(unaudited) |
|
(unaudited) |
|
|
|
|
|
|
2009 |
|
$ |
699,400 |
|
|
$ |
634,400 |
|
|
$ |
617,015 |
|
|
$ |
577,285 |
|
|
$ |
552,059 |
|
|
$ |
530,876 |
|
|
$ |
521,723 |
|
|
$ |
516,888 |
|
|
$ |
519,585 |
|
|
$ |
521,739 |
|
|
$ |
17,510 |
|
|
|
2010
|
|
— |
|
|
992,376 |
|
|
950,984 |
|
|
902,908 |
|
|
871,664 |
|
|
869,959 |
|
|
860,517 |
|
|
868,441 |
|
|
866,529 |
|
|
855,132 |
|
|
52,575 |
|
|
|
2011
|
|
— |
|
|
— |
|
|
1,646,568 |
|
|
1,573,930 |
|
|
1,493,095 |
|
|
1,412,886 |
|
|
1,384,912 |
|
|
1,348,620 |
|
|
1,334,068 |
|
|
1,337,445 |
|
|
76,002 |
|
|
|
2012 |
|
— |
|
|
— |
|
|
— |
|
|
865,281 |
|
|
770,104 |
|
|
707,471 |
|
|
681,405 |
|
|
653,437 |
|
|
655,882 |
|
|
666,704 |
|
|
52,680 |
|
|
|
2013
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
619,414 |
|
|
558,746 |
|
|
512,389 |
|
|
472,270 |
|
|
446,311 |
|
|
433,363 |
|
|
46,050 |
|
|
|
2014 |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
660,836 |
|
|
613,786 |
|
|
601,727 |
|
|
582,473 |
|
|
558,619 |
|
|
117,354 |
|
|
|
2015
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
639,151 |
|
|
627,702 |
|
|
629,211 |
|
|
590,591 |
|
|
136,328 |
|
|
|
2016 |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
680,039 |
|
|
684,757 |
|
|
666,453 |
|
|
241,938 |
|
|
|
2017
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
1,895,376 |
|
|
1,731,295 |
|
|
828,815 |
|
|
|
2018 |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
1,367,413 |
|
|
923,976 |
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
8,728,754
|
|
|
$ |
2,493,228
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative paid claims and claim expenses, net of reinsurance |
|
|
|
|
|
|
For the
year ended December 31, |
|
|
|
|
Accident
Year
|
|
2009 |
|
2010 |
|
2011 |
|
2012 |
|
2013 |
|
2014 |
|
2015 |
|
2016 |
|
2017 |
|
2018 |
|
|
|
|
|
|
(unaudited) |
|
(unaudited) |
|
(unaudited) |
|
(unaudited) |
|
(unaudited) |
|
(unaudited) |
|
(unaudited) |
|
(unaudited) |
|
(unaudited) |
|
|
|
|
|
|
2009 |
|
$ |
96,462 |
|
|
$ |
269,714 |
|
|
$ |
321,506 |
|
|
$ |
365,731 |
|
|
$ |
398,452 |
|
|
$ |
437,232 |
|
|
$ |
458,920 |
|
|
$ |
465,244 |
|
|
$ |
472,679 |
|
|
$ |
481,632 |
|
|
|
|
|
2010
|
|
— |
|
|
128,276 |
|
|
315,357 |
|
|
431,562 |
|
|
500,974 |
|
|
555,252 |
|
|
626,094 |
|
|
715,191 |
|
|
741,629 |
|
|
758,762 |
|
|
|
|
|
2011
|
|
— |
|
|
— |
|
|
260,326 |
|
|
540,985 |
|
|
889,387 |
|
|
1,043,763 |
|
|
1,133,013 |
|
|
1,176,892 |
|
|
1,203,998 |
|
|
1,222,512 |
|
|
|
|
|
2012 |
|
— |
|
|
— |
|
|
— |
|
|
166,564 |
|
|
266,980 |
|
|
357,821 |
|
|
417,628 |
|
|
461,035 |
|
|
525,736 |
|
|
551,846 |
|
|
|
|
|
2013
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
86,998 |
|
|
179,709 |
|
|
243,544 |
|
|
289,144 |
|
|
326,807 |
|
|
348,436 |
|
|
|
|
|
2014 |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
111,067 |
|
|
200,830 |
|
|
268,871 |
|
|
317,901 |
|
|
357,894 |
|
|
|
|
|
2015
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
95,862 |
|
|
193,965 |
|
|
287,522 |
|
|
362,419 |
|
|
|
|
|
2016 |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
79,577 |
|
|
217,746 |
|
|
324,224 |
|
|
|
|
|
2017
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
450,034 |
|
|
548,619 |
|
|
|
|
|
2018 |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
389,492 |
|
|
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
5,345,836 |
|
|
|
|
|
Outstanding liabilities from accident year 2008 and
prior, net of reinsurance |
|
|
286,863 |
|
|
|
|
|
Claims and claim expenses, net
of reinsurance, from the Company's former Bermuda-based insurance operations |
|
|
368 |
|
|
|
|
|
Adjustment for unallocated claim
expenses |
|
|
28,956 |
|
|
|
|
|
Unamortized fair value
adjustments recorded in connection with the acquisition of Platinum |
|
|
4,945
|
|
|
|
|
|
Liability for claims and claim expenses, net of
reinsurance |
|
|
$
|
3,704,050 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property
Segment
Within the Property segment, the Company principally writes property catastrophe excess of loss
reinsurance contracts to insure insurance and reinsurance companies against natural and man-made catastrophes. Under these contracts, the Company indemnifies an insurer or reinsurer when its aggregate paid claims and claim expenses from a single
occurrence of a covered peril exceeds the attachment point specified in the contract, up to an amount per loss specified in the contract. The Company's most significant exposure is to losses from hurricanes, earthquakes and other windstorms,
although the Company is also exposed to claims arising from other catastrophes, such as tsunamis, winter storms, freezes, floods, fires, tornadoes, explosions and acts of terrorism. The Company's predominant exposure under such coverage is to
property damage. However, other risks, including business interruption and other non-property losses, may also be covered under the Company's catastrophe contracts when arising from a covered peril. The Company's coverages are offered on either a
worldwide basis or are limited to selected geographic
areas.
Coverage can also vary from “all
property” perils to limited coverage on selected perils, such as “earthquake only” coverage. The Company also enters into retrocessional contracts that provide property catastrophe coverage to other reinsurers or retrocedants. This
coverage is generally in the form of excess of loss retrocessional contracts and may cover all perils and exposures on a worldwide basis or be limited in scope to selected geographic areas, perils and/or exposures. The exposures the Company assumes
from retrocessional business can change within a contract term as the underwriters of a retrocedant may alter their book of business after the retrocessional coverage has been bound. The Company also offers dual trigger reinsurance contracts which
require the Company to pay claims based on claims incurred by insurers and reinsurers in addition to the estimate of insured industry losses as reported by referenced statistical reporting
agencies.
Also included in the Property segment is property per risk, property (re)insurance, binding
facilities and regional U.S. multi-line reinsurance. The Company's predominant exposure under such coverage is to property damage. However, other risks, including business interruption and other non-property losses, may also be covered when arising
from a covered peril. The Company's coverages are offered on either a worldwide basis or are limited to selected geographic areas. The exposures assumed from retrocessional business can change within a contract term as the underwriters of a
retrocedant may alter their book of business after the retrocessional coverage has been bound. The Company offers these products principally through proportional coverage. In a proportional reinsurance arrangement (also referred to as quota share
reinsurance or pro rata reinsurance), the reinsurer shares a proportional part of the original premiums and losses of the reinsured.
Claims and claim expenses in the Company's Property segment are generally characterized by loss events of low frequency and high severity. Initial reporting of paid and incurred claims in general, tends to
be relatively prompt. The Company considers this business “short-tail” as compared to the reporting of claims for “long-tail” products, which tends to be slower. However, the timing of claims payment and reporting also varies
depending on various factors, including: whether the claims arise under reinsurance of primary insurance companies or reinsurance of other reinsurance companies; the nature of the events (e.g., hurricanes, earthquakes or terrorism); the geographic
area involved; post-event inflation which may cause the cost to repair damaged property to increase significantly from current estimates, or for property claims to remain open for a longer period of time, due to limitations on the supply of building
materials, labor and other resources; complex policy coverage and other legal issues; and the quality of each client’s claims management and reserving practices. Management’s judgments regarding these factors are reflected in the
Company's reserve for claims and claim expenses.
Reserving for most of the Company's Property segment generally
does not involve the use of traditional actuarial techniques. Rather, claims and claim expense reserves are estimated by management after a catastrophe occurs by completing an in-depth analysis of the individual contracts which may potentially be
impacted by the catastrophic event. The in-depth analysis generally involves: 1) estimating the size of insured industry losses from the catastrophic event; 2) reviewing reinsurance contract portfolios to identify contracts which are exposed to the
catastrophic event; 3) reviewing information reported by customers and brokers; 4) discussing the event with customers and brokers; and 5) estimating the ultimate expected cost to settle all claims and administrative costs arising from the
catastrophic event on a contract-by-contract basis and in aggregate for the event. Once an event has occurred, during the then current reporting period, the Company records its best estimate of the ultimate expected cost to settle all claims arising
from the event. The Company's estimate of claims and claim expense reserves is then determined by deducting cumulative paid losses from its estimate of the ultimate expected loss for an event. The Company’s estimate of IBNR is determined by
deducting cumulative paid losses, case reserves and additional case reserves from its estimate of the ultimate expected loss for an event. Once the Company receives a valid notice of loss or payment request under a catastrophe reinsurance contract,
it is generally able to process and pay such claims promptly.
Because the events from which claims arise under
policies written within the Property segment are typically prominent, public occurrences such as hurricanes and earthquakes, the Company is often able to use independent reports as part of its loss reserve estimation process. The Company also
reviews catastrophe bulletins published by various statistical reporting agencies to assist in determining the size of the industry loss, although these reports may not be available for some time after an
event.
For smaller events including localized
severe weather events such as windstorms, hail, ice, snow, flooding, freezing and tornadoes, which are not necessarily prominent, public occurrences, the Company initially places greater reliance on catastrophe bulletins published by statistical
reporting agencies to assist in determining what events occurred during the reporting period than the Company does for large events. This includes reviewing catastrophe bulletins published by Property Claim Services (“PCS”) for U.S.
catastrophes. The Company sets its initial estimates of reserves for claims and claim expenses for these smaller events based on a combination of its historical market share for these types of losses and the estimate of the total insured industry
property losses as reported by statistical reporting agencies, although management may make significant adjustments based on the Company's current exposure to the geographic region involved as well as the size of the loss and the peril involved.
This approach supplements the Company's approach for estimating losses for larger catastrophes, which as discussed above, includes discussions with brokers and ceding companies and reviewing individual contracts impacted by the event. Approximately
one year from the date of loss for these small events, the Company typically estimates IBNR for these events by using the paid Bornhuetter-Ferguson actuarial method. The loss development factors for the paid Bornhuetter-Ferguson actuarial method are
selected based on a review of the Company's historical experience. There were no significant changes to the Company's paid loss development factors over the last three
years.
In general, reserves for the Company's more recent reinsured catastrophic events are subject to greater
uncertainty and, therefore, greater potential variability, and are likely to experience material changes from one period to the next. This is due to the uncertainty as to the size of the industry losses from the event, uncertainty as to which
contracts have been exposed to the catastrophic event, uncertainty due to complex legal and coverage issues that can arise out of large or complex catastrophic events, and uncertainty as to the magnitude of claims incurred by the Company's
customers. As the Company's claims age, more information becomes available and the Company believes its estimates become more certain.
The following table details the
Company’s Property segment incurred claims and claim expenses and cumulative paid claims and claim expenses as of December 31,
2018, net of reinsurance, as well as IBNR plus ACR included within the net incurred claims
amounts.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incurred claims
and claim expenses, net of reinsurance |
|
|
|
|
|
|
For the
year ended December 31, |
|
At December 31, 2018 |
|
|
Accident
Year
|
|
2009 |
|
2010 |
|
2011 |
|
2012 |
|
2013 |
|
2014 |
|
2015 |
|
2016 |
|
2017 |
|
2018 |
|
IBNR
and ACR
|
|
|
|
|
(unaudited) |
|
(unaudited) |
|
(unaudited) |
|
(unaudited) |
|
(unaudited) |
|
(unaudited) |
|
(unaudited) |
|
(unaudited) |
|
(unaudited) |
|
|
|
|
|
|
2009 |
|
$ |
219,979 |
|
|
$ |
164,369 |
|
|
$ |
145,207 |
|
|
$ |
138,747 |
|
|
$ |
134,490 |
|
|
$ |
135,245 |
|
|
$ |
134,539 |
|
|
$ |
134,811 |
|
|
$ |
134,355 |
|
|
$ |
134,876 |
|
|
$ |
74 |
|
|
|
2010
|
|
— |
|
|
609,380 |
|
|
561,524 |
|
|
526,928 |
|
|
531,199 |
|
|
550,980 |
|
|
554,733 |
|
|
564,345 |
|
|
566,475 |
|
|
555,642 |
|
|
33,429 |
|
|
|
2011
|
|
— |
|
|
— |
|
|
1,264,374 |
|
|
1,192,868 |
|
|
1,141,403 |
|
|
1,091,415 |
|
|
1,070,957 |
|
|
1,040,721 |
|
|
1,036,663 |
|
|
1,033,601 |
|
|
46,427 |
|
|
|
2012 |
|
— |
|
|
— |
|
|
— |
|
|
437,940 |
|
|
344,487 |
|
|
311,648 |
|
|
293,873 |
|
|
275,910 |
|
|
264,532 |
|
|
257,246 |
|
|
16,299 |
|
|
|
2013
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
227,268 |
|
|
196,729 |
|
|
174,335 |
|
|
152,715 |
|
|
141,197 |
|
|
137,660 |
|
|
1,971 |
|
|
|
2014 |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
183,249 |
|
|
154,469 |
|
|
147,138 |
|
|
142,864 |
|
|
142,457 |
|
|
4,689 |
|
|
|
2015
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
226,039 |
|
|
195,164 |
|
|
176,159 |
|
|
167,916 |
|
|
19,347 |
|
|
|
2016 |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
252,556 |
|
|
254,151 |
|
|
241,296 |
|
|
64,136 |
|
|
|
2017
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
1,342,161 |
|
|
1,167,013 |
|
|
454,395 |
|
|
|
2018 |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
718,266 |
|
|
336,082 |
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
4,555,973 |
|
|
$
|
976,849 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative paid claims and claim expenses, net of reinsurance |
|
|
|
|
|
|
For the
year ended December 31, |
|
|
|
|
Accident
Year
|
|
2009 |
|
2010 |
|
2011 |
|
2012 |
|
2013 |
|
2014 |
|
2015 |
|
2016 |
|
2017 |
|
2018 |
|
|
|
|
|
|
(unaudited) |
|
(unaudited) |
|
(unaudited) |
|
(unaudited) |
|
(unaudited) |
|
(unaudited) |
|
(unaudited) |
|
(unaudited) |
|
(unaudited) |
|
|
|
|
|
|
2009 |
|
$ |
56,142 |
|
|
$ |
101,124 |
|
|
$ |
115,459 |
|
|
$ |
123,281 |
|
|
$ |
129,204 |
|
|
$ |
133,750 |
|
|
$ |
134,770 |
|
|
$ |
135,721 |
|
|
$ |
135,729 |
|
|
$ |
136,329 |
|
|
|
|
|
2010
|
|
— |
|
|
93,423 |
|
|
216,504 |
|
|
295,243 |
|
|
337,060 |
|
|
372,499 |
|
|
398,691 |
|
|
474,179 |
|
|
483,738 |
|
|
497,547 |
|
|
|
|
|
2011
|
|
— |
|
|
— |
|
|
212,259 |
|
|
427,501 |
|
|
743,745 |
|
|
868,489 |
|
|
926,747 |
|
|
952,780 |
|
|
966,304 |
|
|
971,324 |
|
|
|
|
|
2012 |
|
— |
|
|
— |
|
|
— |
|
|
100,057 |
|
|
145,098 |
|
|
189,199 |
|
|
208,653 |
|
|
218,638 |
|
|
230,839 |
|
|
233,647 |
|
|
|
|
|
2013
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
49,032 |
|
|
93,041 |
|
|
117,642 |
|
|
128,631 |
|
|
132,822 |
|
|
134,044 |
|
|
|
|
|
2014 |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
55,090 |
|
|
96,074 |
|
|
118,768 |
|
|
123,790 |
|
|
126,897 |
|
|
|
|
|
2015
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
62,169 |
|
|
108,679 |
|
|
127,509 |
|
|
138,283 |
|
|
|
|
|
2016 |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
47,491 |
|
|
119,260 |
|
|
155,917 |
|
|
|
|
|
2017
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
411,961 |
|
|
443,130 |
|
|
|
|
|
2018 |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
354,616 |
|
|
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
3,191,734 |
|
|
|
|
|
Outstanding liabilities from accident year 2008 and
prior, net of reinsurance |
|
|
4,222 |
|
|
|
|
|
Adjustment for unallocated claim
expenses |
|
|
4,028 |
|
|
|
|
|
Unamortized fair value adjustments recorded in connection
with the acquisition of Platinum |
|
|
636 |
|
|
|
|
|
Liability for claims and claim
expenses, net of reinsurance |
|
|
$ |
1,373,125
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Casualty
and Specialty Segment
The Company offers its casualty and specialty reinsurance products principally on a
proportional basis, and it also provides excess of loss coverage. The Company offers casualty and specialty reinsurance products to insurance and reinsurance companies and provides coverage for specific geographic regions or on a worldwide basis.
Principally all of the business is reinsurance, although from time to time, the Company writes insurance business.
As with the Company's Property segment, its Casualty and Specialty segment reinsurance contracts can include coverage for relatively large limits or exposures. As a result, the Company's casualty and
specialty reinsurance business can be subject to significant claims volatility. In periods of low claims frequency or
severity, the Company's results will
generally be favorably impacted while in periods of high claims frequency or severity the Company's results will generally be negatively impacted.
More recently, the Company has accepted a wider range of proportional risks, facilitating the Company's efforts to expand its product offerings. While the Company remains focused on underwriting discipline,
and seeks to remain focused on opportunities amenable to stochastic representation and supported by strong data and analytics, the Company's expanded casualty and specialty product suite, may pose new, unmodelled or unforeseen risks for which the
Company may not be adequately compensated and may also result in a higher level of attritional claims and claim expenses and the potential for reserve development, either adverse or
favorable.
The Company's processes and methodologies in respect of loss estimation for the coverages offered
through its Casualty and Specialty segment differ from those used for its Property segment. For example, the Company's casualty and specialty coverages are more likely to be impacted by factors such as long-term inflation and changes in the social
and legal environment, which the Company believes gives rise to greater uncertainty in its reserves for claims and claim expenses. Moreover, in many lines of business the Company does not have the benefit of a significant amount of its own
historical experience and may have little or no related corporate reserving history in many of its newer or growing lines of business. The Company believes this makes its Casualty and Specialty segment reserving subject to greater uncertainty than
its Property segment.
The Company calculates multiple point estimates for claims and claim expense reserves
using a variety of actuarial reserving techniques for many, but not all, of its classes of business for each underwriting year within the Casualty and Specialty segment. The Company does not believe that these multiple point estimates are, or should
be considered a range. Rather, the Company considers each class of business and determines the most appropriate point estimate for each underwriting year based on the characteristics of the particular class including: (1) loss development patterns
derived from historical data; (2) the credibility of the selected loss development pattern; (3) the stability of the loss development patterns; (4) how developed the underwriting year is; and (5) the observed loss development of other underwriting
years for the same class. The Company also considers other relevant factors, including: (1) historical ultimate loss ratios; (2) the presence of individual large losses; and (3) known occurrences that have not yet resulted in reported losses. The
Company makes determinations of the most appropriate point estimate of loss for each class based on an evaluation of relevant information and do not ascribe any particular portion of the estimate to a particular factor or consideration. In addition,
the Company believes that a review of individual contract information improves the loss estimates for some classes of business.
When developing claims and claims expense reserves for the Company's Casualty and Specialty segment, it considers several actuarial techniques such as the expected loss ratio method, the Bornhuetter-Ferguson
actuarial method and the paid and reported chain ladder actuarial method.
For classes of business and
underwriting years where the Company has limited historical claims experience, estimates of ultimate losses that are not related to a specific event are generally initially determined based on the loss ratio method applied to each underwriting year
and to each class of business. Unless the Company has credible claims experience or unfavorable development, it generally selects an ultimate loss based on its initial view of the loss. The selected ultimate losses are determined by multiplying the
initial expected loss ratio by the earned premium. The initial expected loss ratios are key inputs that involve management judgment and are based on a variety of factors, including: (1) contract by contract expected loss ratios developed during the
Company’s pricing process; (2) historical loss ratios and combined ratios adjusted for rate change and trend; and (3) industry benchmarks for similar business. These judgments take into account management’s view of past, current and
future factors that may influence ultimate losses, including: (1) market conditions; (2) changes in the business underwritten; (3) changes in timing of the emergence of claims; and (4) other factors that may influence ultimate loss ratios and
losses.
The determination of when reported losses are sufficient and credible to warrant selection of an
ultimate loss ratio different from the initial expected loss ratios also requires judgment. The Company generally makes adjustments for reported loss experience indicating unfavorable variances from initial expected loss ratios sooner than reported
loss experience indicating favorable variances. This is because the reporting of losses in excess of expectations tends to have greater credibility than an absence or lower than expected level of reported losses. Over time, as a greater number of
claims are reported and the credibility of
reported losses improves, actuarial
estimates of IBNR are typically based on the Bornhuetter-Ferguson actuarial method or the reported chain ladder actuarial method.
The Bornhuetter-Ferguson method allows for greater weight to be applied to expected results in periods where little or no actual experience is available, and, hence, is less susceptible to the potential
pitfall of being excessively swayed by one year or one quarter of actual paid and/or reported loss data, compared to the chain ladder actuarial method. The Bornhuetter-Ferguson method uses the initial expected loss ratio to estimate IBNR, and it
assumes that past experience is not fully representative of the future. As the Company’s reserves for claims and claim expenses age, and actual claims experience becomes available, this method places less weight on expected experience and
places more weight on actual experience. This experience, which represents the difference between expected reported claims and actual reported claims, is reflected in the respective reporting period as a change in estimate. The utilization of the
Bornhuetter-Ferguson method requires the Company to estimate an expected ultimate claims and claim expense ratio and select an expected loss reporting pattern. The Company selects its estimates of the expected ultimate claims and claim expense
ratios as described above and selects its expected loss reporting patterns by utilizing actuarial analysis, including management’s judgment, and historical patterns of paid losses and reporting of case reserves to the Company, as well as
industry loss development patterns. The estimated expected claims and claim expense ratio may be modified to the extent that reported losses at a given point in time differ from what would be expected based on the selected loss reporting
pattern.
The reported chain ladder actuarial method utilizes actual reported losses and a loss development
pattern to determine an estimate of ultimate losses that is independent of the initial expected ultimate loss ratio and earned premium. The Company believes this technique is most appropriate when there are a large number of reported losses with
significant statistical credibility and a relatively stable loss development pattern. Information that may cause future loss development patterns to differ from historical loss development patterns is considered and reflected in the Company’s
selected loss development patterns as appropriate. For certain reinsurance contracts, historical loss development patterns may be developed from ceding company data or other
sources.
In addition, certain specialty coverages may be impacted by natural and man-made catastrophes. The
Company estimates reserves for claim and claim expenses for these losses after the event giving rise to these losses occurs, following a process that is similar to its Property segment described
above.
The following table details the
Company’s Casualty and Specialty segment incurred claims and claim expenses and cumulative paid claims and claim expenses as of December 31, 2018, net of reinsurance, as well as IBNR plus ACR included within the net incurred claims
amounts.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incurred claims
and claim expenses, net of reinsurance |
|
|
|
|
|
|
For the
year ended December 31, |
|
At December 31, 2018 |
|
|
Accident
Year
|
|
2009 |
|
2010 |
|
2011 |
|
2012 |
|
2013 |
|
2014 |
|
2015 |
|
2016 |
|
2017 |
|
2018 |
|
IBNR
and ACR
|
|
|
|
|
(unaudited) |
|
(unaudited) |
|
(unaudited) |
|
(unaudited) |
|
(unaudited) |
|
(unaudited) |
|
(unaudited) |
|
(unaudited) |
|
(unaudited) |
|
|
|
|
|
|
2009 |
|
$ |
479,421 |
|
|
$ |
470,031 |
|
|
$ |
471,808 |
|
|
$ |
438,538 |
|
|
$ |
417,569 |
|
|
$ |
395,631 |
|
|
$ |
387,184 |
|
|
$ |
382,077 |
|
|
$ |
385,230 |
|
|
$ |
386,863 |
|
|
$ |
17,436 |
|
|
|
2010
|
|
— |
|
|
382,996 |
|
|
389,460 |
|
|
375,980 |
|
|
340,465 |
|
|
318,979 |
|
|
305,784 |
|
|
304,096 |
|
|
300,054 |
|
|
299,490 |
|
|
19,146 |
|
|
|
2011
|
|
— |
|
|
— |
|
|
382,194 |
|
|
381,062 |
|
|
351,692 |
|
|
321,471 |
|
|
313,955 |
|
|
307,899 |
|
|
297,405 |
|
|
303,844 |
|
|
29,575 |
|
|
|
2012 |
|
— |
|
|
— |
|
|
— |
|
|
427,341 |
|
|
425,617 |
|
|
395,823 |
|
|
387,532 |
|
|
377,527 |
|
|
391,350 |
|
|
409,458 |
|
|
36,381 |
|
|
|
2013
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
392,146 |
|
|
362,017 |
|
|
338,054 |
|
|
319,555 |
|
|
305,114 |
|
|
295,703 |
|
|
44,079 |
|
|
|
2014 |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
477,587 |
|
|
459,317 |
|
|
454,589 |
|
|
439,609 |
|
|
416,162 |
|
|
112,665 |
|
|
|
2015
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
413,112 |
|
|
432,538 |
|
|
453,052 |
|
|
422,675 |
|
|
116,981 |
|
|
|
2016 |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
427,483 |
|
|
430,606 |
|
|
425,157 |
|
|
177,802 |
|
|
|
2017
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
553,215 |
|
|
564,282 |
|
|
374,420 |
|
|
|
2018 |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
649,147 |
|
|
587,894 |
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
4,172,781 |
|
|
$
|
1,516,379 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative paid claims and claim expenses, net of reinsurance |
|
|
|
|
|
|
For the
year ended December 31, |
|
|
|
|
Accident
Year
|
|
2009 |
|
2010 |
|
2011 |
|
2012 |
|
2013 |
|
2014 |
|
2015 |
|
2016 |
|
2017 |
|
2018 |
|
|
|
|
|
|
(unaudited) |
|
(unaudited) |
|
(unaudited) |
|
(unaudited) |
|
(unaudited) |
|
(unaudited) |
|
(unaudited) |
|
(unaudited) |
|
(unaudited) |
|
|
|
|
|
|
2009 |
|
$ |
40,320 |
|
|
$ |
168,590 |
|
|
$ |
206,047 |
|
|
$ |
242,450 |
|
|
$ |
269,248 |
|
|
$ |
303,482 |
|
|
$ |
324,150 |
|
|
$ |
329,523 |
|
|
$ |
336,950 |
|
|
$ |
345,303 |
|
|
|
|
|
2010
|
|
— |
|
|
34,853 |
|
|
98,853 |
|
|
136,319 |
|
|
163,914 |
|
|
182,753 |
|
|
227,403 |
|
|
241,012 |
|
|
257,891 |
|
|
261,215 |
|
|
|
|
|
2011
|
|
— |
|
|
— |
|
|
48,067 |
|
|
113,484 |
|
|
145,642 |
|
|
175,274 |
|
|
206,266 |
|
|
224,112 |
|
|
237,694 |
|
|
251,188 |
|
|
|
|
|
2012 |
|
— |
|
|
— |
|
|
— |
|
|
66,507 |
|
|
121,882 |
|
|
168,622 |
|
|
208,975 |
|
|
242,397 |
|
|
294,897 |
|
|
318,199 |
|
|
|
|
|
2013
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
37,966 |
|
|
86,668 |
|
|
125,902 |
|
|
160,513 |
|
|
193,985 |
|
|
214,392 |
|
|
|
|
|
2014 |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
55,977 |
|
|
104,756 |
|
|
150,103 |
|
|
194,111 |
|
|
230,997 |
|
|
|
|
|
2015
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
33,693 |
|
|
85,286 |
|
|
160,013 |
|
|
224,136 |
|
|
|
|
|
2016 |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
32,086 |
|
|
98,486 |
|
|
168,307 |
|
|
|
|
|
2017
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
38,073 |
|
|
105,489 |
|
|
|
|
|
2018 |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
34,876 |
|
|
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
2,154,102 |
|
|
|
|
|
Outstanding liabilities from accident year 2008 and
prior, net of reinsurance |
|
|
282,641 |
|
|
|
|
|
Adjustment for unallocated claim
expenses |
|
|
24,928 |
|
|
|
|
|
Unamortized fair value adjustments recorded in connection
with the acquisition of Platinum |
|
|
4,309 |
|
|
|
|
|
Liability for claims and claim
expenses, net of reinsurance |
|
|
$ |
2,330,557
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prior Year
Development of the Reserve for Net Claims and Claim Expenses
The Company’s estimates of claims and claim
expense reserves are not precise in that, among other things, they are based on predictions of future developments and estimates of future trends and other variable factors. Some, but not all, of the Company’s reserves are further subject to
the uncertainty inherent in actuarial methodologies and estimates. Because a reserve estimate is simply an insurer’s estimate at a point in time of its ultimate liability, and because there are numerous factors that affect reserves and claims
payments that cannot be determined with certainty in advance, the Company’s ultimate payments will vary, perhaps materially, from its estimates of reserves. If the Company determines in a subsequent period that adjustments to its previously
established reserves are appropriate, such adjustments are recorded in the period in which they are identified. On a net basis, the Company’s cumulative favorable or unfavorable
development is generally reduced by
offsetting changes in its reinsurance recoverables, as well as changes to loss related premiums such as reinstatement premiums and redeemable noncontrolling interest for changes in claims and claim expenses that impact DaVinciRe, all of which
generally move in the opposite direction to changes in the Company’s ultimate claims and claim
expenses.
The following table details the Company’s prior year development by segment of its liability
for unpaid claims and claim expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended
December 31, |
2018 |
|
2017 |
|
2016 |
|
|
|
(Favorable) adverse
development |
|
(Favorable) adverse
development |
|
(Favorable) adverse
development |
|
|
Property |
$ |
(221,290 |
) |
|
$ |
(45,596 |
) |
|
$ |
(104,876 |
) |
|
|
Casualty and Specialty |
(49,262 |
) |
|
6,183 |
|
|
(58,140 |
) |
|
|
Other |
(197
|
)
|
|
(1,583
|
)
|
|
(1,110
|
)
|
|
|
Total favorable
development of prior accident years net claims and claim expenses |
$
|
(270,749 |
)
|
|
$
|
(40,996 |
)
|
|
$
|
(164,126 |
)
|
|
|
|
|
|
|
|
|
|
Changes to prior year estimated claims
reserves increased the Company’s net income by $270.7 million during
2018 (2017 -
decreased the Company’s net loss by $41.0 million, 2016 - increased the Company’s net income by $164.1 million), excluding the consideration
of changes in reinstatement, adjustment or other premium changes, profit commissions, redeemable noncontrolling interest - DaVinciRe and income tax.
Property Segment
The following tables and
discussion detail the development of the Company’s liability for unpaid claims and claim expenses for its Property segment, allocated between large and small catastrophe net claims and claim expenses and attritional net claims and claim
expenses, included in the other line item:
|
|
|
|
|
|
|
|
|
|
|
|
Year ended
December 31, |
2018 |
|
|
|
(Favorable) adverse
development |
|
|
Catastrophe net claims and
claim expenses |
|
|
|
Large
catastrophe events |
|
|
|
2017 Large Loss Events |
$ |
(172,512 |
) |
|
|
Other
|
(9,517 |
) |
|
|
Total large catastrophe events |
(182,029 |
) |
|
|
Small
catastrophe events and attritional loss movements |
|
|
|
Other small catastrophe events and attritional loss movements |
(33,579
|
)
|
|
|
Total
small catastrophe events and attritional loss movements |
(33,579 |
) |
|
|
Total catastrophe and attritional net claims and claim expenses |
(215,608 |
) |
|
|
Actuarial
assumption changes |
(5,682 |
) |
|
|
Total net favorable development of prior accident years net claims and claim expenses |
$ |
(221,290
|
) |
|
|
|
|
|
The net favorable development of prior accident years net claims and claim expenses within the Company’s Property segment in 2018 of $221.3 million was
comprised of net favorable development of $182.0 million related to large catastrophe events, net favorable development of $33.6 million related to small catastrophe events and attritional loss movements and $5.7
million of net favorable development associated with actuarial assumption changes. Included in net favorable development of prior accident years net claims and claim expenses from large
events was $172.5 million of net decreases in the estimated ultimate losses associated with Hurricanes Harvey, Irma and Maria, the
Mexico City Earthquake, the wildfires in California during the fourth quarter of 2017 and certain losses associated with aggregate loss contracts (collectively, the “2017 Large Loss
Events”). The Company’s Property segment also experienced net
favorable development of $33.6 million associated with a number of other
small catastrophe events as well as
attritional loss movements related to lines
of business where the Company principally estimates net claims and claim expenses using traditional actuarial methods.
|
|
|
|
|
|
|
|
|
|
|
|
Year ended
December 31, |
2017 |
|
|
|
(Favorable) adverse
development |
|
|
Catastrophe net claims and claim
expenses |
|
|
|
Large
catastrophe events |
|
|
|
Storm Sandy (2012) |
$ |
(4,395 |
) |
|
|
April and May
U.S. Tornadoes (2011) |
(4,177 |
) |
|
|
New Zealand Earthquake (2010) |
4,061 |
|
|
|
New Zealand
Earthquake (2011) |
5,807 |
|
|
|
Other |
(8,936 |
) |
|
|
Total
large catastrophe events |
(7,640 |
)
|
|
|
Small catastrophe events and attritional loss movements |
|
|
|
Tianjin
Explosion (2015) |
(8,002 |
) |
|
|
Fort McMurray Wildfire (2016) |
(6,364 |
) |
|
|
Other small
catastrophe events and attritional loss movements |
(24,432 |
) |
|
|
Total small catastrophe events and attritional loss movements |
(38,798
|
)
|
|
|
Total
catastrophe and attritional net claims and claim expenses |
(46,438 |
) |
|
|
Actuarial assumption changes |
842 |
|
|
|
Total net
favorable development of prior accident years net claims and claim expenses |
$
|
(45,596 |
)
|
|
|
|
|
|
The net favorable development
of prior accident years net claims and claim expenses within the Company’s Property segment in 2017 of $45.6 million was
comprised of net favorable development of $7.6 million related to large catastrophe events, net favorable development of $38.8 million related to small catastrophe events and attritional loss movements and $0.8
million of adverse development associated with actuarial assumption changes. Included in net favorable development of prior accident years net claims and claim expenses from large events was
a number of relatively small net decreases in the estimated ultimate losses associated with a number of events from prior accident years. Included in net favorable development of prior accident years net claims and claims expenses from small events
and attritional loss movements was a reduction in the estimated ultimate losses associated with a number of small catastrophes and attritional loss movements of $24.4 million, the 2015 Tianjin Explosion of $8.0 million and the 2016 Fort McMurray Wildfire of $6.4
million.
|
|
|
|
|
|
|
|
|
|
|
|
Year ended
December 31, |
2016 |
|
|
|
(Favorable) adverse
development |
|
|
Catastrophe net claims and
claim expenses |
|
|
|
Large
catastrophe events |
|
|
|
Thailand Floods (2011) |
$ |
(15,131 |
) |
|
|
Storm Sandy
(2012) |
(10,849 |
) |
|
|
Tohoku Earthquake and Tsunami (2011) |
(7,314 |
) |
|
|
New Zealand
Earthquake (2011) |
1,987 |
|
|
|
New Zealand Earthquake (2010) |
6,904 |
|
|
|
Other
|
(9,523 |
) |
|
|
Total large catastrophe events |
(33,926 |
) |
|
|
Small
catastrophe events and attritional loss movements |
|
|
|
Tianjin Explosion (2015) |
(5,686 |
) |
|
|
Other small
catastrophe events and attritional loss movements |
(65,264 |
) |
|
|
Total small catastrophe events and attritional loss movements |
(70,950
|
)
|
|
|
Total
catastrophe and attritional net claims and claim expenses |
(104,876 |
) |
|
|
Total net favorable development of prior accident years net claims and claim expenses |
$ |
(104,876
|
) |
|
|
|
|
|
The net favorable development
of prior accident years net claims and claim expenses within the Company’s Property segment in 2016 of $104.9 million was
principally driven by $33.9 million and $71.0 million related to large catastrophe events and small catastrophe events and attritional loss movements, respectively. Included in the net favorable development of prior accident years net claims and claim
expenses associated with large catastrophes was favorable development of $15.1 million from the 2011 Thailand Floods, $10.8 million from Storm Sandy in 2012, $7.3 million from the 2011 Tohoku Earthquake and Tsunami, partially offset by adverse development of $6.9 million and $2.0 million related to the 2010 and 2011 New Zealand Earthquakes, respectively,
each principally the result of changes in estimated ultimate losses for each respective event. Included in the favorable development of prior accident years net claims and claim expenses related to small catastrophe events and attritional loss
movements were a number of wind and thunderstorm events, primarily from the 2013 and 2015 accident years, and $5.7 million associated
with the 2015 Tianjin Explosion, each principally the result of changes in estimated ultimate losses for each respective event, with the remainder due to a number of other large and small catastrophe events related to lines of business where the
Company principally estimates net claims and claim expenses using traditional actuarial
methods.
Casualty and Specialty
Segment
The following table details the development of the Company’s liability for unpaid claims and
claim expenses for its Casualty and Specialty segment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended
December 31, |
2018 |
|
2017 |
|
2016 |
|
|
|
(Favorable) adverse
development |
|
(Favorable) adverse
development |
|
(Favorable) adverse
development |
|
|
Actuarial methods - actual reported claims less than expected claims |
$ |
(41,476 |
) |
|
$ |
(24,836 |
) |
|
$ |
(52,601 |
) |
|
|
Ogden Rate
change |
— |
|
|
33,481 |
|
|
— |
|
|
|
Actuarial assumption changes |
(7,786 |
) |
|
(2,462 |
) |
|
(5,539 |
) |
|
|
Total
(favorable) adverse development of prior accident years net claims and claim expenses |
$
|
(49,262 |
)
|
|
$
|
6,183 |
|
|
$
|
(58,140 |
)
|
|
|
|
|
|
|
|
|
|
The net favorable development of prior accident years net claims and claim expenses within the Company’s Casualty and Specialty segment in 2018 of $49.3 million was driven
by reported losses generally coming in lower than expected on attritional net claims and claim expenses and certain assumption changes across a number of lines of business.
The net adverse development of prior accident years net claims and claim expenses within the Company’s
Casualty and Specialty segment in 2017 of $6.2 million was driven by $33.5
million of adverse development associated with the change in the discount rate used to calculate lump sum awards in U.K. bodily injury cases (the “Ogden Rate”), from 2.5%, to minus 0.75%. Notwithstanding the
impact of the Ogden Rate change was $24.8 million of net favorable development in 2017 related to actual reported losses coming in
lower than expected on attritional net claims and claim expenses across a number of lines of business and $2.5 million of net favorable
development associated with actuarial assumption changes.
The net favorable development of prior accident years
net claims and claim expenses within the Company’s Casualty and Specialty segment in 2016 of $58.1 million was driven by $52.6 million related to the application of the Company’s formulaic actuarial reserving methodology with attritional net claims and claim
expenses reported coming in lower than expected on prior accident years events and $5.5 million of net favorable development associated
with actuarial assumption
changes.
Other
The following table details the development of the Company’s liability for unpaid claims and claim expenses for its Other
category:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended
December 31, |
2018 |
|
2017 |
|
2016 |
|
|
|
(Favorable) adverse
development |
|
(Favorable) adverse
development |
|
(Favorable) adverse
development |
|
|
Other |
$
|
(197 |
)
|
|
$
|
(1,583 |
)
|
|
$
|
(1,110 |
)
|
|
|
|
|
|
|
|
|
|
The Company’s Other category experienced
net favorable development on prior accident years net claims and claim expenses of $0.2 million in 2018 (2017 - $1.6 million; 2016 - $1.1 million).
Reconciliation of the
Disclosure of Incurred and Paid Claims Development to the Reserve for Claims and Claim Expenses
The
reconciliation of the net incurred and paid claims development tables to the reserve for claims and claim expenses in the consolidated balance sheet is as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
At December 31,
2018 |
|
|
|
Net reserve for claims and claim expenses |
|
|
|
Property |
$ |
1,373,125 |
|
|
|
Casualty and
Specialty |
2,330,557 |
|
|
|
Other |
368
|
|
|
|
Total net reserve
for claims and claim expenses |
3,704,050 |
|
|
|
|
|
|
|
Reinsurance recoverable |
|
|
|
Property |
$ |
1,713,129 |
|
|
|
Casualty and
Specialty |
654,836 |
|
|
|
Other |
4,256
|
|
|
|
Total reinsurance
recoverable |
2,372,221 |
|
|
|
Total gross reserve for claims and claim expenses |
$
|
6,076,271 |
|
|
|
|
|
|
Historical
Claims Duration
The following is unaudited supplementary information about average historical claims duration
by segment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average
annual percentage payout of incurred claims by age, net of reinsurance (number of years) |
|
|
At
December 31, 2018 |
1 |
|
2 |
|
3 |
|
4 |
|
5 |
|
6 |
|
7 |
|
8 |
|
9 |
|
10 |
|
|
Property |
31.7
|
% |
|
17.3
|
% |
|
20.8
|
% |
|
9.1
|
% |
|
5.2
|
% |
|
3.3
|
% |
|
4.7
|
% |
|
0.9
|
% |
|
2.0
|
% |
|
0.4
|
% |
|
|
Casualty and
Specialty |
10.1 |
% |
|
16.9 |
% |
|
12.9 |
% |
|
10.9 |
% |
|
8.5 |
% |
|
10.0 |
% |
|
5.1 |
% |
|
3.6 |
% |
|
1.6 |
% |
|
2.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Claims
Frequency
Each of the Company’s reportable segments are broadly considered to be assumed reinsurance, where multiple
claims are often aggregated, perhaps multiple times through retrocessional reinsurance, before ultimately being ceded to the Company. In addition, the nature, size, terms and conditions of contracts entered into by the Company changes from one
accident year to the next and the quantum of contractual or policy limits, and accordingly the potential amount of claims and claim expenses associated with a reported claim, can range from nominal, to significant. These factors can impact the
amount and timing of the claims and claim expenses to be recorded and accordingly, developing claim frequency information is highly subjective and is not prepared or utilized for internal purposes. In addition, the Company does not have direct
access to claim frequency information underlying certain of its proportional contracts given the nature of that business. As a result, the Company does not believe providing claim frequency information is practicable as it relates to its
proportional contracts.
Notwithstanding the factors noted above, the Company has developed claims frequency information
associated with its excess of loss reinsurance contracts. As each accident year develops, the Company would expect the cumulative number of reported claims to increase in certain of its excess of loss reinsurance contracts, most notably in its
Casualty and Specialty segment. In determining claims frequency for its excess of loss reinsurance contracts, the Company has made the following assumptions:
|
|
• |
Claims below the insured layer of a contract are excluded; |
|
|
• |
If an insured loss event results in claims associated with a number of layers of a contract, the Company would consider
this to be a single claim; and |
|
|
• |
If an insured loss event results in claims associated with a number of the Company's operating subsidiaries, the Company
considers each operating subsidiary to have a reported claim.
|
The following table details the Company's cumulative number
of reported claims for its excess of loss reinsurance contracts allocated by segment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2018 |
|
|
|
|
Cumulative number of reported claims |
|
|
Accident
Year |
|
Property
|
|
Casualty
and Specialty |
|
|
2009 |
|
743 |
|
1,132 |
|
|
2010 |
|
787 |
|
1,081 |
|
|
2011 |
|
1,186 |
|
1,411 |
|
|
2012 |
|
679 |
|
1,448 |
|
|
2013 |
|
629 |
|
1,557 |
|
|
2014 |
|
553 |
|
2,040 |
|
|
2015 |
|
606 |
|
1,992 |
|
|
2016 |
|
845 |
|
1,650 |
|
|
2017 |
|
1,812 |
|
1,028 |
|
|
2018 |
|
1,014 |
|
277 |
|
|
|
|
|
|
|
|
Assumed
Reinsurance Contracts Classified As Deposit Contracts
Net claims and claim expenses incurred were reduced by $0.2 million during 2018 (2017 – $0.2 million, 2016 – $0.2 million) related to
income earned on assumed reinsurance contracts that were classified as deposit contracts with underwriting risk only. Other income was increased by $11.2 million during 2018 (2017 – $3.7 million, 2016 – $6.2 million) related to premiums and losses incurred on assumed reinsurance
contracts that were classified as deposit contracts with timing risk only. Aggregate deposit liabilities of $10.3 million are
included in reinsurance balances payable at December 31, 2018 (2017 – $21.7 million) and aggregate deposit assets of $Nil are included in other assets at December 31, 2018 (2017 – $Nil) associated with these contracts.
NOTE 8. DEBT AND CREDIT FACILITIES
Debt
Obligations
A summary of the Company’s debt obligations on its consolidated balance sheets is set forth
below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
2018 |
|
December 31,
2017 |
|
|
|
Fair Value |
|
Carrying Value |
|
Fair Value |
|
Carrying Value |
|
|
3.450% Senior Notes due
2027 |
$ |
283,680 |
|
|
$ |
295,797 |
|
|
$ |
294,654 |
|
|
$ |
295,303 |
|
|
|
3.700% Senior Notes due 2025 |
292,557 |
|
|
297,688 |
|
|
302,781 |
|
|
297,318 |
|
|
|
5.750% Senior Notes due
2020 |
255,938 |
|
|
249,602 |
|
|
263,750 |
|
|
249,272 |
|
|
|
4.750% Senior Notes due 2025 (DaVinciRe)
(1) |
142,539 |
|
|
148,040 |
|
|
157,050 |
|
|
147,730 |
|
|
|
|
$ |
974,714
|
|
|
$ |
991,127
|
|
|
$ |
1,018,235
|
|
|
$ |
989,623
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
RenaissanceRe owns a noncontrolling economic interest in its joint venture DaVinciRe. Because RenaissanceRe controls a
majority of DaVinciRe’s outstanding voting rights, the consolidated financial statements of DaVinciRe are included in the consolidated financial statements of RenaissanceRe. However, RenaissanceRe does not guarantee or provide credit support
for DaVinciRe and RenaissanceRe’s financial exposure to DaVinciRe is limited to its investment in DaVinciRe’s shares and counterparty credit risk arising from reinsurance transactions.
|
3.450% Senior Notes
due 2027 of RenaissanceRe Finance
On June 29, 2017, RenaissanceRe Finance issued $300.0 million of its 3.450% Senior Notes due July 1,
2027, with interest on the notes payable on July 1 and January 1 of each year.
The notes are fully and unconditionally guaranteed by RenaissanceRe and may be redeemed by RenaissanceRe Finance prior to maturity, subject to the payment of a “make-whole” premium if the notes are redeemed prior to April 1,
2027. The
notes contain various covenants, including limitations on mergers and consolidations, and restrictions as to the disposition of, and the placing of liens on, stock of designated subsidiaries.
3.700% Senior Notes due 2025
of RenaissanceRe Finance
On March 24, 2015, RenaissanceRe Finance issued $300.0 million of its 3.700% Senior Notes due April 1, 2025, with interest on the notes payable on April 1 and October 1 of each year. The notes are fully and unconditionally guaranteed by RenaissanceRe and may be redeemed by RenaissanceRe Finance prior to maturity,
subject to the payment of a “make-whole” premium if the notes are redeemed prior to January 1, 2025. The notes contain various covenants, including limitations on mergers and consolidations, and restrictions as to the disposition of, and
the placing of liens on, stock of designated subsidiaries.
The net proceeds from the offering of the notes (together with cash
on hand) were applied by RenaissanceRe to repay in full a $300.0 million bridge loan that Barclays Bank PLC provided to RenaissanceRe
on February 25, 2015 in order to finance a portion of the cash consideration paid by RenaissanceRe in connection with the acquisition of Platinum.
5.75% Senior Notes due 2020 of RenRe North America Holdings Inc. (“RRNAH”) and RenaissanceRe
Finance
On March 17, 2010, RenRe North America Holdings Inc. (“RRNAH”) issued $250.0 million of its 5.75% Senior
Notes due March 15, 2020 (the “RRNAH Notes”), with interest on the notes payable on March 15 and
September 15 of each year. RenaissanceRe Finance became a co-obligor of the notes as of July 3, 2015. The notes, which are senior obligations, are fully and unconditionally guaranteed by RenaissanceRe and may be redeemed prior to maturity,
subject to the payment of a “make-whole” premium. The notes contain various covenants, including limitations on mergers and consolidations, and restrictions as to the disposition of, and the placing of liens on, stock of designated
subsidiaries.
Series B 7.50% Notes due 2017 of Platinum Underwriters Finance,
Inc.
On November 2, 2005, Platinum Underwriters Finance, Inc. (“Platinum Finance”) issued $250.0 million in aggregate principal amount of its Series B 7.50% Notes due June 1, 2017 (the “Platinum Finance Notes”). On June 1, 2017,
the Platinum Finance Notes matured and the Company repaid the aggregate principal amount of $250.0 million plus applicable accrued
interest in full. Platinum Finance was subsequently dissolved on November 30, 2017. Interest on the Platinum Finance Notes was payable on June 1 and December 1 of each year. The Platinum Finance Notes, which were senior obligations, were fully and
unconditionally guaranteed by RenaissanceRe, and were redeemable by Platinum Finance prior to maturity, subject to the payment of a “make-whole” premium. The Platinum Finance Notes contained various covenants, including limitations on
mergers and consolidations, and restrictions as to the disposition of, and the placing of liens on, the stock of designated subsidiaries.
DaVinciRe Senior Notes
On May 4, 2015, DaVinciRe issued $150.0
million of its 4.750% Senior Notes due May 1, 2025, with interest on the notes payable on May 1 and November 1, commencing with November 1, 2015 (the “DaVinciRe Senior
Notes”). The DaVinciRe Senior Notes, which are senior obligations, may be redeemed prior to maturity, subject to the payment of a “make-whole” premium if the notes are redeemed before February 1, 2025. The DaVinciRe Senior Notes
contain various covenants including restrictions as to the disposition of, and the placing of liens on, the stock of designated subsidiaries, limitations on mergers, amalgamations and consolidations, limitations on third party investor redemptions,
a leverage covenant and a covenant to maintain certain ratings. The net proceeds from this offering were used to repay, in full, $100.0 million outstanding under the loan agreement, dated as of March 30, 2011, between DaVinciRe and RenaissanceRe, and the remainder of the net proceeds may be used to repurchase DaVinciRe shares or for general
corporate purposes.
Credit
Facilities
The outstanding amounts issued or drawn under each of the Company’s significant credit facilities is set forth
below:
|
|
|
|
|
|
|
|
|
|
|
|
At December 31,
2018 |
Issued or Drawn |
|
|
RenaissanceRe Revolving
Credit Facility (1) |
$ |
— |
|
|
|
Uncommitted
Standby Letter of Credit Facility with Wells Fargo |
86,861 |
|
|
|
Bilateral Letter of Credit
Facility with Citibank Europe |
243,696 |
|
|
|
Renaissance Reinsurance FAL Facility |
180,000 |
|
|
|
Total credit facilities in U.S. dollars |
$ |
510,557
|
|
|
|
|
|
|
|
Specialty Risks FAL Facility
(1) |
£ |
— |
|
|
|
Total
credit facilities in pound sterling |
£
|
— |
|
|
|
|
|
|
|
|
(1) |
At December 31, 2018, no amounts were issued or drawn under these
facilities.
|
RenaissanceRe Revolving Credit
Facility
On November 9, 2018, RenaissanceRe, Renaissance Reinsurance, RenaissanceRe Specialty U.S. and
Renaissance Reinsurance U.S. (collectively with RenaissanceRe, the “Account Parties”) entered into a second amended and restated credit agreement (the “Revolving Credit Agreement”) with various banks, financial institutions
and Wells Fargo Bank, National Association (“Wells Fargo”) as administrative agent, which amended and restated the credit agreement, dated as of May 15, 2015. The Revolving Credit Agreement provides for a revolving commitment to
RenaissanceRe of $500.0 million. RenaissanceRe has the right, subject to satisfying certain conditions, to increase the size of the
facility to $750.0 million. Amounts borrowed under the Revolving Credit Agreement bear interest at a rate selected by RenaissanceRe equal
to the Base Rate or LIBOR (each as defined in the Revolving Credit Agreement) plus a margin, as more fully set forth in the Revolving Credit Agreement. In addition to revolving loans, the Revolving Credit Agreement provides that the entire facility
will also be available for the issuance of standby letters of credit, subject to the terms and conditions set forth therein. Swingline Loans (as defined in the Credit Agreement) are capped at
$50.0 million for each of the Swingline Lenders (as defined in the Credit Agreement). At December 31, 2018, RenaissanceRe had $Nil outstanding under the Revolving Credit Agreement.
The Revolving
Credit Agreement contains representations, warranties and covenants customary for bank loan facilities of this type, including limits on the ability of RenaissanceRe and its subsidiaries to merge, consolidate, sell a substantial amount of assets,
incur liens and declare or pay dividends under certain circumstances. The Revolving Credit Agreement also contains certain financial covenants which generally provide that the ratio of consolidated debt to capital shall not exceed 0.35:1 and that the consolidated net
worth of RenaissanceRe shall equal or exceed approximately $2.9 billion. The net worth requirement is recalculated effective as of the end
of each fiscal year.
If certain events of default occur, in some circumstances the lenders’ obligations
to make loans may be terminated and the outstanding obligations of RenaissanceRe under the Revolving Credit Agreement may be accelerated. The scheduled commitment maturity date of the Revolving Credit Agreement is November 9,
2023.
RRNAH and RenaissanceRe Finance guarantee RenaissanceRe’s obligations under the Revolving Credit Agreement. Subject
to certain exceptions, additional subsidiaries of RenaissanceRe are required to become guarantors if such subsidiaries issue or incur certain types of
indebtedness.
Uncommitted Standby Letter of Credit Facility with Wells Fargo Bank, National
Association
Renaissance Reinsurance, DaVinci and Renaissance Reinsurance U.S. (collectively, the
“Applicants”) and RenaissanceRe are parties to a Standby Letter of Credit Agreement, as amended (the “Standby Letter of Credit Agreement”) with Wells Fargo which provides for a secured, uncommitted facility under which
letters
of credit may be issued from time to time
for the respective accounts of the Applicants. RenaissanceRe has unconditionally guaranteed the payment obligations of the Applicants, other than DaVinci.
The Standby Letter of Credit Agreement contains representations, warranties and covenants that are customary for facilities of this type. At all times during which it is a party to the Standby Letter of
Credit Agreement, each Applicant is required to pledge to Wells Fargo eligible collateral having a value (determined as provided in such agreement) that equals or exceeds the aggregate face amount of the outstanding letters of credit issued for its
account plus all of such Applicant’s payment and reimbursement obligations in respect of such letters of credit. In the case of an event of default, Wells Fargo may exercise certain remedies, including conversion of collateral of a defaulting
Applicant into cash.
Effective October 12, 2016, in connection with the merger of RenaissanceRe Specialty Risks and Platinum
Bermuda into Renaissance Reinsurance, Renaissance Reinsurance assumed all of the obligations of RenaissanceRe Specialty Risks and Platinum Bermuda under the Standby Letter of Credit
Agreement.
At December 31, 2018, the Applicants had $86.9 million of letters of credit outstanding under the Standby Letter
of Credit Agreement.
National Australia Bank Limited Standby Letter of Credit
Agreement
Effective as of March 23, 2018, the Company terminated the Standby Letter of Credit Agreement, dated
as of May 19, 2015, among National Australia Bank Limited (“NAB”) and Renaissance Reinsurance, RenaissanceRe Specialty Risks, DaVinci and Platinum Bermuda (collectively, the “NAB Facility Applicants”) (the “NAB Standby
Letter of Credit Agreement”). The NAB Standby Letter of Credit Agreement provided for a secured, uncommitted facility under which letters of credit were issued from time to time for the respective accounts of the NAB Facility Applicants in
multiple currencies. RenaissanceRe unconditionally guaranteed the payment obligations of the NAB Facility Applicants, other than DaVinci.
Bilateral Letter of Credit Facility with Citibank Europe
Pursuant to the facility letter, dated September 17, 2010, as amended, among Citibank Europe plc (“CEP”) and certain subsidiaries and affiliates of RenaissanceRe (the “Facility
Letter”), CEP has established a letter of credit facility (the “Bilateral Facility”) under which CEP provides a commitment to issue letters of credit for the account of one or more of the Bilateral Facility Participants (as defined
below) and their respective subsidiaries in multiple currencies. The “Bilateral Facility Participants” currently include Renaissance Reinsurance, DaVinci, Renaissance Reinsurance of Europe, RenaissanceRe Specialty U.S. and Renaissance
Reinsurance U.S. The aggregate commitment amount is $300.0 million, subject to a sublimit of $25.0 million for letters of credit issued for the account of Renaissance Reinsurance
U.S.
The Bilateral Facility is scheduled to expire on December 31, 2020. At all times during which it is a
party to the Bilateral Facility, each Bilateral Facility Participant is obligated to pledge to CEP securities with a value (determined as provided in such facility) that equals or exceeds the aggregate face amount of its then-outstanding letters of
credit. In the case of an event of default under the Bilateral Facility with respect to a Bilateral Facility Participant, CEP may exercise certain remedies, including terminating its commitment to such Bilateral Facility Participant and taking
certain actions with respect to the collateral pledged by such Bilateral Facility Participant (including the sale thereof). In the Facility Letter, each Bilateral Facility Participant makes representations and warranties that are customary for
facilities of this type and agrees that it will comply with certain informational and other undertakings, including those regarding the delivery of quarterly and annual financial statements.
Effective October 1, 2016, in connection with the merger of RenaissanceRe Specialty Risks and Platinum Bermuda into
Renaissance Reinsurance, Renaissance Reinsurance assumed all of the obligations of RenaissanceRe Specialty Risks and Platinum Bermuda under the Bilateral
Facility.
At December 31, 2018, $243.7 million aggregate face amount of letters of credit was outstanding and, subject to
the sublimits described above, $56.3 million remained unused and available to the Bilateral Facility Participants under the Bilateral
Facility.
Funds at Lloyd’s
Letter of Credit Facilities
Effective November 23, 2015, Renaissance Reinsurance entered into a letter of
credit facility with Bank of Montreal (“BMO”), CEP and ING Bank N.V. (“ING”) as lenders (the “Renaissance Reinsurance FAL Facility”), evidenced by a letter of credit reimbursement agreement (the
“Reimbursement Agreement”), which provides for the issuance by the lenders of letters of credit to support business written by Syndicate 1458. Effective May 31, 2016 the Funds at Lloyd’s letters of credit issued for the account of
Renaissance Reinsurance were increased from $360.0 million and £85.0
million to $380.0 million and £90.0 million, respectively, and effective as of May 25, 2017, the stated amount of the
$380.0 million letter of credit was reduced to $180.0 million and the £90.0 million letter of credit was cancelled.
Renaissance Reinsurance may request that the Renaissance Reinsurance FAL Facility be amended to increase the
stated amount of the letter of credit, or issue a new letter or credit denominated in British Pounds, in an aggregate amount for all such increases or issuances not to exceed $150.0
million or the equivalent thereof.
At all times
during the term of the Renaissance Reinsurance FAL Facility, Renaissance Reinsurance is obligated to pledge to the lenders certain eligible securities with a collateral value (determined as provided in the Reimbursement Agreement) that, until a Full
Collateralization Event (as defined in the Reimbursement Agreement) occurs, is at Renaissance Reinsurance’s election, either (i) greater than or equal to 100% of the aggregate amount of its then-outstanding letters of credit or (ii) greater than or equal to 60% but less than 100% of the aggregate amount of its then-outstanding letters of credit.
Upon the occurrence of a Full Collateralization Event, Renaissance Reinsurance is obligated to collateralize the Renaissance Reinsurance FAL Facility at 100%. The latest date upon which Renaissance Reinsurance will become obligated to collateralize the Facility at 100% is December 31, 2019.
In the Reimbursement Agreement,
Renaissance Reinsurance makes representations and warranties that are customary for facilities of this type and agrees that it will comply with certain informational undertakings and other covenants, including maintaining a minimum net worth. In the
case of an event of default under the Renaissance Reinsurance FAL Facility, the lenders may exercise certain remedies, including declaring all outstanding obligations of Renaissance Reinsurance under the Reimbursement Agreement and related credit
documents due and payable and taking certain actions with respect to the collateral pledged by Renaissance Reinsurance (including the sale thereof).
At December 31, 2018, the face amount of the outstanding letter of credit issued by CEP
under the Renaissance Reinsurance FAL Facility was $180.0
million.
Effective November 24, 2014, RenaissanceRe
Specialty Risks and CEP entered into a letter of credit facility (the “Specialty Risks FAL Facility”), evidenced by a Master Agreement (the “Specialty Risks Master Agreement”), and a related Pledge Agreement (the
“Specialty Risks Pledge Agreement”), which provided for the issuance and renewal by CEP for the account of RenaissanceRe Specialty Risks of letters of credit that are used to support business written by RenaissanceRe Specialty Risks and
Syndicate 1458. Effective October 1, 2016, in connection with the merger of RenaissanceRe Specialty Risks and Platinum Bermuda into Renaissance Reinsurance, Renaissance Reinsurance assumed all of the obligations of RenaissanceRe Specialty Risks
under the Specialty Risks FAL Facility. At all times during the term of the Specialty Risks FAL Facility, RenaissanceRe Specialty Risks has agreed to pledge to CEP certain qualifying securities with a value (determined as provided in the Specialty
Risks Pledge Agreement) equal to the aggregate face amount of the then-outstanding letters of credit. The Specialty Risks Master Agreement and the Specialty Risks Pledge Agreement contain representations, warranties and covenants that are customary
for facilities of this type. At December 31, 2018, letters of credit issued by CEP under the Specialty Risks FAL Facility were
outstanding in the face amount of £nil.
Top Layer Re
Renaissance Reinsurance is party to a collateralized
letter of credit and reimbursement agreement in the amount of $37.5 million that supports the Company’s Top Layer Re joint
venture. Renaissance Reinsurance is obligated to make a mandatory capital contribution of up to $50.0 million in the event that a loss
reduces Top Layer Re’s capital below a specified
level.
Scheduled Debt
Maturity
The following table sets forth the scheduled maturity of the Company’s aggregate amount of its debt obligation
reflected on its consolidated balance sheet at December 31,
2018:
|
|
|
|
|
|
|
|
|
|
|
|
2019 |
$ |
— |
|
|
|
2020 |
250,000 |
|
|
|
2021 |
— |
|
|
|
2022 |
— |
|
|
|
2023 |
— |
|
|
|
After 2023 |
750,000 |
|
|
|
Unamortized discount and debt
issuance expenses |
(8,873
|
)
|
|
|
|
$
|
991,127 |
|
|
|
|
|
|
NOTE 9. NONCONTROLLING
INTERESTS
A summary of the Company’s
redeemable noncontrolling interests on its consolidated balance sheets is set forth below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2018 |
|
December 31, 2017 |
|
|
Redeemable noncontrolling
interest - DaVinciRe |
$ |
1,034,946 |
|
|
$ |
1,011,659 |
|
|
|
Redeemable noncontrolling interest
- Medici |
416,765 |
|
|
284,847 |
|
|
|
Redeemable noncontrolling
interest - Vermeer |
599,989
|
|
|
—
|
|
|
|
Redeemable noncontrolling interests |
$
|
2,051,700 |
|
|
$
|
1,296,506 |
|
|
|
|
|
|
|
|
A summary of the Company’s redeemable
noncontrolling interests on its consolidated statements of operations is set forth below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2018 |
|
2017 |
|
2016 |
|
|
Redeemable noncontrolling
interest - DaVinciRe |
$ |
27,638 |
|
|
$ |
(134,860 |
) |
|
$ |
118,748 |
|
|
|
Redeemable noncontrolling interest
- Medici |
13,926 |
|
|
2,578 |
|
|
8,338 |
|
|
|
Redeemable noncontrolling
interest - Vermeer |
(11
|
)
|
|
—
|
|
|
—
|
|
|
|
Net income (loss)
attributable to redeemable noncontrolling interests |
$
|
41,553 |
|
|
$
|
(132,282 |
)
|
|
$
|
127,086 |
|
|
|
|
|
|
|
|
|
|
Redeemable Noncontrolling
Interest – DaVinciRe
RenaissanceRe owns a noncontrolling economic interest in DaVinciRe; however, because RenaissanceRe
controls a majority of DaVinciRe’s outstanding voting rights, the consolidated financial statements of DaVinciRe are included in the consolidated financial statements of the Company. The portion of DaVinciRe’s earnings owned by third
parties is recorded in the consolidated statements of operations as net income attributable to redeemable noncontrolling interests. The Company’s noncontrolling economic ownership in DaVinciRe was 22.1% at
December 31, 2018 (2017 - 22.1%).
DaVinciRe shareholders are party to a shareholders agreement which provides
DaVinciRe shareholders, excluding RenaissanceRe, with certain redemption rights that enable each shareholder to notify DaVinciRe of such shareholder’s desire for DaVinciRe to repurchase up to half of such shareholder’s initial aggregate
number of shares held, subject to certain limitations, such as limiting the aggregate of all share repurchase requests to 25% of DaVinciRe’s capital in any given year and satisfying all applicable regulatory requirements. If total shareholder requests exceed 25% of DaVinciRe’s capital, the number of shares repurchased will be reduced among the requesting
shareholders pro-rata, based on the amounts desired to be repurchased. Shareholders desiring to have DaVinci repurchase their shares must notify DaVinciRe before March 1 of each year. The repurchase price will be based on GAAP book value as of
the end of the year in which the shareholder notice is given, and the repurchase will be effective as of January 1 of the
following year. The repurchase price is generally subject
to a true-up for potential development on outstanding loss reserves after settlement of all claims relating to the applicable years.
2017
During January 2017, DaVinciRe redeemed
$75.0 million of its outstanding shares from certain existing DaVinciRe shareholders, including RenaissanceRe. In connection with the
redemption, DaVinciRe retained a $7.5 million holdback. In addition, RenaissanceRe sold an aggregate of $24.0 million of its shares in DaVinciRe to an existing shareholder and a new shareholder. The Company’s noncontrolling economic ownership in
DaVinciRe subsequent to these transactions was 22.6%, effective January 1,
2017.
During July 2017, RenaissanceRe purchased $12.0
million of DaVinciRe’s outstanding shares from an existing third-party shareholder. The Company’s noncontrolling economic ownership in DaVinciRe subsequent to these transactions
was 23.5%, effective July 1, 2017.
Effective October 1, 2017, DaVinciRe completed an equity capital raise of $248.6 million from
third-party investors and RenaissanceRe. In addition, RenaissanceRe sold an aggregate of $49.7 million of its shares in DaVinciRe to
third-party investors. The Company’s noncontrolling economic ownership in DaVinciRe subsequent to these transactions was 22.1%,
effective October 1, 2017.
The Company expects its noncontrolling economic ownership in DaVinciRe to fluctuate
over time.
The activity in redeemable noncontrolling interest – DaVinciRe is detailed in the table
below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2018 |
|
2017 |
|
|
Balance –
January 1 |
$ |
1,011,659 |
|
|
$ |
994,458 |
|
|
|
Redemption of shares from redeemable noncontrolling
interest |
(4,351 |
) |
|
(80,058 |
) |
|
|
Sale of shares to redeemable
noncontrolling interest |
— |
|
|
232,119 |
|
|
|
Net income (loss) attributable to redeemable
noncontrolling interest |
27,638 |
|
|
(134,860 |
) |
|
|
Balance – December
31 |
$ |
1,034,946
|
|
|
$ |
1,011,659
|
|
|
|
|
|
|
|
|
Redeemable
Noncontrolling Interest - Medici
Medici is an exempted company incorporated under the laws of Bermuda and its
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. RenaissanceRe owns a noncontrolling economic interest in Medici; however,
because RenaissanceRe controls all of Medici’s outstanding voting rights, the financial statements of Medici are included in the consolidated financial statements of the Company. The portion of Medici’s earnings owned by third parties is
recorded in the consolidated statements of operations as net income attributable to redeemable noncontrolling interests. Any shareholder may redeem all or any portion of its shares as of the last day of any calendar month, upon at least 30 calendar days’ prior irrevocable written notice to
Medici.
2017
During 2017, third-party investors subscribed for $149.2 million and redeemed $48.0
million of the participating, non-voting common shares of Medici. As a result of these net subscriptions, the Company’s noncontrolling economic ownership in Medici was 26.8%, effective December 31,
2017.
2018
During 2018, third-party investors subscribed for $208.5 million and redeemed $90.5
million of the participating, non-voting common shares of Medici. As a result of these net subscriptions, the Company’s noncontrolling economic ownership in Medici was 16.6% at December 31, 2018.
The Company expects its noncontrolling economic ownership in Medici to fluctuate over
time.
The activity in redeemable noncontrolling
interest – Medici is detailed in the table below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2018 |
|
2017 |
|
|
Balance –
January 1 |
$ |
284,847 |
|
|
$ |
181,136 |
|
|
|
Redemption of
shares from redeemable noncontrolling interest |
(90,490 |
) |
|
(48,049 |
) |
|
|
Sale of shares to redeemable noncontrolling interest |
208,482 |
|
|
149,182 |
|
|
|
Net income
attributable to redeemable noncontrolling interest |
13,926 |
|
|
2,578 |
|
|
|
Balance – December
31 |
$ |
416,765
|
|
|
$ |
284,847
|
|
|
|
|
|
|
|
|
Redeemable Noncontrolling
Interest – Vermeer
Vermeer is an exempted Bermuda reinsurer that 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 majority voting control of Vermeer, while PGGM retains economic benefits. The Company concluded that Vermeer is 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 portion of
Vermeer’s earnings owned by third parties is recorded in the consolidated statements of operations as net income attributable to redeemable noncontrolling interests. The Company has not provided any financial or other support to Vermeer that
it was not contractually required to
provide.
2018
During 2018, a third-party investor subscribed for $600.0 million of the participating,
non-voting common shares of Vermeer and the Company subscribed $1 thousand for all of the voting, non-participating shares of
Vermeer.
The activity in redeemable noncontrolling interest – Vermeer is detailed in the table
below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2018 |
|
2017 |
|
|
Balance –
January 1 |
$ |
— |
|
|
$ |
— |
|
|
|
Sale of shares to redeemable noncontrolling
interest |
600,000 |
|
|
— |
|
|
|
Net loss attributable to
redeemable noncontrolling interest |
(11 |
) |
|
— |
|
|
|
Balance – December 31 |
$
|
599,989 |
|
|
$
|
— |
|
|
|
|
|
|
|
|
NOTE 10. VARIABLE INTEREST
ENTITIES
Upsilon
RFO
Upsilon RFO is a managed joint venture and a Bermuda domiciled SPI that was formed by the Company primarily
to provide additional capacity to the worldwide aggregate and per-occurrence retrocessional property catastrophe excess of loss market.
The shareholders (other than the Class A shareholder) participate in substantially all of the profits or losses of Upsilon RFO while their shares remain outstanding. The shareholders (other than the Class A
shareholder) indemnify Upsilon RFO against losses relating to insurance risk and therefore these shares have been accounted for as prospective reinsurance under FASB ASC Topic
Financial Services -
Insurance.
Upsilon RFO is considered a VIE as it has
insufficient equity capital to finance its activities without additional financial support. The Company is the primary beneficiary of Upsilon RFO as it has the power over the activities that most significantly impact the economic performance of
Upsilon RFO and has the obligation to absorb expected losses and the right to receive expected benefits that could be significant to Upsilon RFO, in accordance with the accounting guidance. As a result, the Company consolidates Upsilon RFO and all
significant inter-company transactions have been eliminated. Other than its equity investment
in Upsilon RFO, the Company has not
provided financial or other support to Upsilon RFO that it was not contractually required to provide.
2017
During 2017, Upsilon RFO returned $84.3 million of capital to its investors, including $33.0 million to the Company. In addition, during 2017, $180.6 million of Upsilon RFO non-voting
preference shares were issued to existing investors therein, including $27.2 million to the Company, and an existing third-party
investor purchased $7.5 million of Upsilon RFO non-voting preference shares from the Company. At December 31, 2016, the
Company’s participation in the risks assumed by Upsilon RFO was
20.8%.
2018
During 2018, $856.7 million of Upsilon RFO
non-voting preference shares were issued to existing investors, including $109.8 million to the Company. At December 31, 2018, the Company’s participation in the risks assumed by Upsilon RFO was
14.0%.
Payments for certain of the shares issued during 2018 were received by the Company prior to January 1, 2018 were included in other liabilities on the Company’s consolidated balance sheet at December
31, 2017, and in other operating cash flows on the Company’s consolidated statements of cash flows for 2017. During 2018, in connection with the issuance of the non-voting preference shares of Upsilon RFO, other liabilities were reduced by
this amount, and reinsurance balances payable were increased by an offsetting amount, with corresponding impacts to other operating cash flows and the change in reinsurance balances payable on the Company consolidated statements of cash flows for
the year ended December 31, 2018.
At December 31, 2018, the Company’s consolidated balance sheet included total assets
and total liabilities of Upsilon RFO of $2.2 billion and $2.2 billion, respectively (December 31, 2017 -
$1.2 billion and $1.2 billion, respectively).
See “Note 23. Subsequent Events” for additional information related to Upsilon
RFO’s non-voting preference shares subsequent to December 31,
2018.
Mona Lisa Re Ltd. (“Mona
Lisa Re”)
Mona Lisa Re is licensed as a Bermuda domiciled SPI to provide reinsurance capacity to
subsidiaries of RenaissanceRe, namely Renaissance Reinsurance and DaVinci, through reinsurance agreements which will be collateralized and funded by Mona Lisa Re through the issuance of one or more series of principal-at-risk variable rate notes to
third-party investors.
Upon issuance of a series of notes by Mona Lisa Re, all of the proceeds from the
issuance were deposited into collateral accounts, separated by series, to fund any potential obligation under the reinsurance agreements entered into with Renaissance Reinsurance and/or DaVinci underlying such series of notes. The outstanding
principal amount of each series of notes generally will be returned to holders of such notes upon the expiration of the risk period underlying such notes, unless an event occurs which causes a loss under the applicable series of notes, in which case
the amount returned will be reduced by such noteholder’s pro rata share of such loss, as specified in the applicable governing documents of such notes. In addition, holders of such notes are generally entitled to interest payments, payable
quarterly, as determined by the applicable governing documents of each series of 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 does not have a variable interest in Mona Lisa Re. As a result, the
financial position and results of operations of Mona Lisa Re are not consolidated by the Company. The Company has not provided financial or other support to Mona Lisa Re that it was not contractually required to
provide.
On July 6, 2018, all remaining outstanding series of notes issued by Mona Lisa Re were redeemed and the proceeds
were returned to the holders of such notes. At December 31, 2018, the total assets and total liabilities of Mona Lisa Re were $41 thousand and $41 thousand, respectively (2017 -
$25.9 million and $25.9 million, respectively).
The only transactions related to Mona Lisa Re that
are recorded in the Company’s consolidated financial statements are the ceded reinsurance agreements entered into by Renaissance Reinsurance and DaVinci
which are accounted for as prospective
reinsurance under FASB ASC Topic Financial Services - Insurance. Renaissance Reinsurance and DaVinci have together
entered into ceded reinsurance contracts with Mona Lisa Re with gross premiums ceded of $0.2 million and $0.2 million, respectively, during
2018 (2017 - $0.4 million and $0.4 million,
respectively). In addition, Renaissance Reinsurance and DaVinci recognized ceded premiums earned related to the ceded reinsurance contracts with Mona Lisa Re of $0.2 million and $0.2 million, respectively, during
2018 (2017 - $4.1 million and $2.9 million,
respectively).
Fibonacci
Re
Effective November 7, 2016, Fibonacci Re, a Bermuda-domiciled SPI, was formed to provide collateralized capacity to Renaissance Reinsurance and its
affiliates.
Upon issuance of a series of notes by Fibonacci Re, all of the proceeds from the issuance are
deposited into collateral accounts, separated by series, to fund any potential obligation under the reinsurance agreements entered into with Renaissance Reinsurance underlying such series of notes. The outstanding principal amount of each series of
notes generally is expected to be returned to holders of such notes upon the expiration of the risk period underlying such notes, unless an event occurs which causes a loss under the applicable series of notes, in which case the amount returned is
expected to be reduced by such noteholder’s pro rata share of such loss, as specified in the applicable governing documents of such notes. In addition, holders of such notes are generally entitled to interest payments, payable quarterly, as
determined by the applicable governing documents of each series of notes. RUM receives an origination and structuring fee in connection with the formation and operation of Fibonacci
Re.
The Company concluded that Fibonacci 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 Fibonacci Re and concluded it is not the primary beneficiary of Fibonacci Re as it does not have power over the activities that most significantly impact the economic
performance of Fibonacci Re. As a result, the Company does not consolidate the financial position or results of operations of Fibonacci Re.
The only transactions related to Fibonacci Re that will be recorded in the Company’s consolidated financial statements will be the ceded reinsurance agreements entered into by Renaissance Reinsurance
that are accounted for as prospective reinsurance under FASB ASC Topic Financial Services - Insurance, and the fair value
of the participating notes owned by the Company. Other than its investment in the participating notes of Fibonacci Re, the Company has not provided financial or other support to Fibonacci Re that it was not contractually required to
provide.
The fair value of the Company’s investment in the participating notes of Fibonacci Re is
included in other investments. Net of third-party investors, the fair value of the Company’s investment in Fibonacci Re was $6.0
million at December 31, 2018 (2017 - $14.1
million).
Renaissance Reinsurance entered into ceded
reinsurance contracts with Fibonacci Re with ceded premiums of $9.1 million and ceded premiums earned of $10.0 million during 2018 (2017 - $9.0 million and $8.2 million, respectively).
Langhorne
Effective December 22, 2017, the Company
and Reinsurance Group of America, Incorporated closed Langhorne, an initiative to source third party capital to support reinsurers targeting large in-force life and annuity blocks. In connection with Langhorne, as of December 31, 2018 the Company has invested $1.3 million in Langhorne Holdings (2017 -
$0.6 million), a company that owns and manages certain reinsurance entities within Langhorne. In addition, as of December 31, 2018 the Company had invested $0.1 million in Langhorne Partners (2017 -
$Nil), the general partner for Langhorne and the entity which manages the third-party investors investing into Langhorne
Holdings.
The Company concluded that Langhorne Holdings meets the definition of a VIE as the voting rights are
not proportional with the obligations to absorb losses and rights to receive residual returns. The Company evaluated its relationship with Langhorne Holdings and concluded it is not the primary beneficiary of Langhorne Holdings, as it does not have
power over the activities that most significantly impact the economic performance of Langhorne Holdings. As a result, the Company does not consolidate the financial position or results of operations of Langhorne Holdings. The Company separately
evaluated Langhorne
Partners and concluded that it was not a
VIE. The Company accounts for its investments in Langhorne Holdings and Langhorne Partners under the equity method of accounting, one quarter in arrears.
The Company anticipates that its absolute investment in Langhorne will increase, perhaps materially, as in-force life and annuity blocks of businesses are written. The Company expects its absolute and
relative ownership in Langhorne Partners to remain stable. Other than its current and committed future equity investment in Langhorne, the Company has not provided financial or other support to Langhorne that it was not contractually required to
provide.
Vermeer
Vermeer is an exempted Bermuda reinsurer that provides capacity focused on risk remote layers in the U.S. property catastrophe market. Vermeer is considered a VIE as it has voting rights that are not
proportional to its participating rights. The Company is the primary beneficiary of Vermeer as it has the power over the activities that most significantly impact the economic performance of Vermeer and has the obligation to absorb expected losses
and the right to receive expected benefits that could be significant to Vermeer, in accordance with the accounting guidance. The portion of Vermeer’s earnings owned by third parties is recorded in the consolidated statements of operations as
net income attributable to redeemable noncontrolling interests. Refer to “Note 9. Noncontrolling Interests” for additional
information regarding Vermeer. Other than the Company’s minimal equity investment, it has not provided any financial or other support to Vermeer that it was not contractually required to
provide.
At December 31, 2018, the Company’s consolidated balance sheet included total assets and total liabilities of Vermeer of $600.4 million and $0.4 million, respectively. In addition, the Company’s consolidated balance sheet
included redeemable noncontrolling interests associated with Vermeer of $600.0 million at December 31,
2018.
NOTE 11. SHAREHOLDERS’
EQUITY
Authorized
Capital
The aggregate authorized capital of RenaissanceRe is 325 million shares consisting of 225 million common shares and 100 million preference shares. The following table is a summary of changes in common shares issued and
outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended
December 31, |
2018 |
|
2017 |
|
2016 |
|
|
(thousands of shares) |
|
|
|
|
|
|
|
Issued and outstanding shares
– January 1 |
40,024 |
|
|
41,187 |
|
|
43,701 |
|
|
|
Issuance of
shares |
1,947 |
|
|
— |
|
|
— |
|
|
|
Repurchase of shares |
— |
|
|
(1,322 |
) |
|
(2,741 |
) |
|
|
Exercise of
options and issuance of restricted stock awards |
236 |
|
|
159 |
|
|
227 |
|
|
|
Issued and outstanding shares
– December 31 |
42,207 |
|
|
40,024 |
|
|
41,187 |
|
|
|
|
|
|
|
|
|
|
Dividends
The Board of Directors of RenaissanceRe declared dividends, payable to common shareholders of record on each of March 15, 2018, June 15,
2018, September 14, 2018 and December 14, 2018, of $0.33 per common share, and
the Company paid the dividends on March 29, 2018, June 29, 2018, September 28, 2018 and December 31, 2018, respectively. The declaration
and payment of dividends on the Company’s common shares are subject to the discretion of the Company’s Board of Directors and depend on the Company’s financial condition, general business conditions, legal, contractual and
regulatory restrictions regarding the payment of dividends by the Company and its subsidiaries and other factors which the Board of Directors may consider to be relevant.
The Board of Directors approved the payment of quarterly dividends on the Series C
6.08% Preference Shares, Series E 5.375% Preference Shares and 5.750% Series F Preference Shares to preference shareholders of
record in the amounts and on the quarterly record dates and dividend payment dates set forth in the prospectus supplement and Certificate of Designation for the applicable series of preference
shares, unless and until further action is taken by the
Board of Directors. The dividend payment dates for the preference shares will be the first day of March, June, September and December of each year (or if this date is not a business day, on the business day immediately following this date). The
record dates for the preference share dividends are one day prior to the dividend payment dates. The amount of the dividend on the Series C 6.08% Preference Shares is an amount per share equal to
6.08% of the liquidation preference per annum (the equivalent to $1.52 per share per annum, or
$0.38 per share per quarter). The amount of the dividend on the Series E
5.375% Preference Shares is an amount per share equal to 5.375% of the liquidation preference per annum (the equivalent to $1.34375 per share per annum,
or $0.3359375 per share per quarter). The amount of the dividend on the
5.750% Series F Preference Shares is an amount per share equal to 5.750% of the liquidation preference per annum (the equivalent to $1,437.50 per 5.750% Series F Preference Share per annum, or $359.375 per 5.750% Series F Preference Share per quarter, or $1.4375 per Depositary Share per annum, or $0.359375 per Depositary Share per quarter).
During 2018, the Company paid $30.1 million in preference share dividends (2017 - $22.4 million, 2016 - $22.4 million) and $52.8 million in common share dividends (2017 - $51.4
million, 2016 - $51.6
million).
Common
Shares
On December 20, 2018, we issued 1,947,496 common shares of the Company to State Farm Mutual Automobile Insurance Company (“State Farm”) in exchange for $250.0 million in a private placement pursuant to an Investment Agreement between the Company and State Farm entered into on October 30,
2018.
Preference
Shares
In March 2004, RenaissanceRe raised $250.0
million through the issuance of 10 million Series C Preference Shares at
$25 per share and in May 2013, RenaissanceRe raised $275.0 million through the issuance of 11 million Series E Preference Shares at $25 per share. On June 27, 2013, RenaissanceRe redeemed 5 million Series C Preference Shares for $125.0 million plus accrued and unpaid dividends thereon.
Following the redemption, 5 million Series C Preference Shares remain outstanding. In June 2018, RenaissanceRe raised $250.0 million through the issuance of 10,000 Series F Preference Shares at $25,000 share (equivalent to 10,000,000 Depositary Shares, each of which represents a 1/1,000th interest in a Series F Preference
Share).
The Series E Preference Shares and the remaining Series C Preference Shares may be redeemed at $25 per share plus declared and unpaid dividends at RenaissanceRe’s option on or after June 1, 2018 and March 23, 2009, respectively. The
Series F Preference Shares may be redeemed at $25,000 per share (equivalent to
$25 per Depositary Share), plus declared and unpaid dividends, at RenaissanceRe’s option on or after June 30, 2023, provided that
no redemption may occur prior to June 30, 2028 unless certain redemption requirements are met.
Dividends on
the Series C Preference Shares are cumulative from the date of original issuance and are payable quarterly in arrears at 6.08% per
annum, when, if, and as declared by the Board of Directors. Dividends on the Series E Preference Shares are payable from the date of original issuance on a non-cumulative basis, only when, as and if declared by the Board of Directors, quarterly in
arrears at 5.375% per annum. Dividends on the Series F Preference Shares are payable on a non-cumulative basis, only when, as and if
declared by the Board of Directors, quarterly in arrears at 5.750% per annum. Unless certain dividend payments are made on the
preference shares, RenaissanceRe will be restricted from paying any dividends on its common shares. As stated above, the Board of Directors approved the payment of quarterly dividends on the Series C Preference Shares, Series E Preference Shares and
Series F Preference Shares in the amounts and on the quarterly record dates and dividend payment dates set forth in the prospectus supplement and Certificate of Designation for the applicable series of preference shares, unless and until further
action is taken by the Board of Directors.
The preference shares have no stated maturity and are not convertible into any
other securities of RenaissanceRe. Generally, the preference shares have no voting rights. Whenever dividends payable on the preference shares are in arrears (whether or not such dividends have been earned or declared) in an amount equivalent to
dividends for six full dividend periods (whether or not consecutive), the holders of the preference shares, voting as a single class
regardless of class or series, will have the right to elect two directors to the Board of Directors of
RenaissanceRe.
Share
Repurchases
The Company’s share repurchase program may be effected from time to time, depending on market conditions and
other factors, through open market purchases and privately negotiated transactions. On November 10, 2017, RenaissanceRe’s Board of
Directors approved a renewal of its authorized share repurchase program for an aggregate amount of up to $500.0 million. Unless terminated earlier by RenaissanceRe’s Board of Directors, the program will expire when the Company has repurchased the full value of the common shares authorized. The Company’s decision
to repurchase common shares will depend on, among other matters, the market price of the common shares and the capital requirements of the Company. During 2018, the Company did not repurchase any of its common shares. At December 31, 2018, $500.0 million remained available for repurchase under the share repurchase
program.
NOTE
12. EARNINGS PER SHARE
The following table sets forth the computation of basic and
diluted earnings per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December
31, |
2018 |
|
2017 |
|
2016 |
|
|
(common shares in thousands) |
|
|
|
|
|
|
|
Numerator: |
|
|
|
|
|
|
|
Net income (loss) available (attributable) to RenaissanceRe common shareholders |
$ |
197,276 |
|
|
$ |
(244,770 |
) |
|
$ |
480,581 |
|
|
|
Amount allocated to participating common shareholders
(1) |
(2,121 |
) |
|
(457 |
) |
|
(5,666 |
) |
|
|
Net income (loss) allocated to RenaissanceRe common shareholders |
$ |
195,155
|
|
|
$ |
(245,227
|
) |
|
$ |
474,915
|
|
|
|
Denominator: |
|
|
|
|
|
|
|
Denominator for basic income (loss) per RenaissanceRe common share - weighted average common shares |
39,732 |
|
|
39,854 |
|
|
41,314 |
|
|
|
Per common share
equivalents of employee stock options and performance shares |
23 |
|
|
— |
|
|
245 |
|
|
|
Denominator for diluted income (loss) per RenaissanceRe common share - adjusted weighted average common shares and assumed conversions |
39,755 |
|
|
39,854 |
|
|
41,559 |
|
|
|
Net income (loss) available (attributable) to RenaissanceRe common shareholders per common share – basic
|
$ |
4.91 |
|
|
$ |
(6.15 |
) |
|
$ |
11.50 |
|
|
|
Net income (loss) available (attributable) to RenaissanceRe common shareholders per common share – diluted |
$ |
4.91 |
|
|
$ |
(6.15 |
) |
|
$ |
11.43 |
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Represents earnings attributable to holders of unvested restricted shares issued pursuant to the
Company’s 2001 Stock Incentive Plan, 2010 Performance-Based Equity Incentive Plan, 2016 Long-Term Incentive Plan and to the Company’s non-employee
directors. |
NOTE
13. RELATED PARTY TRANSACTIONS AND MAJOR CUSTOMERS
The Company has equity interests in the Tower Hill Companies
as described in “Note 4. Investments”. The Company has entered into reinsurance arrangements with certain subsidiaries and
affiliates of Tower Hill and has also entered into reinsurance arrangements with respect to business produced by the Tower Hill Companies. For 2018, the Company recorded $45.5 million (2017 - $39.1 million, 2016 - $32.8 million) of gross premium written assumed from the Tower Hill Companies and its subsidiaries and affiliates.
Gross premiums earned totaled $43.8
million (2017 - $35.7 million, 2016 - $32.3 million) and expenses incurred were $7.1 million (2017 - $5.1 million, 2016 - $3.8 million) for 2018. The Company had a net related outstanding receivable balance of $19.3 million as of December 31, 2018 (2017 - receivable of $14.1 million). During
2018, the Company assumed net claims and claim expenses of $111.2 million (2017 - assumed net claims and claim expenses of $94.4 million, 2016 - assumed net claims and claim expenses of $1.5 million) and, as of
December 31, 2018, had a net reserve for claims and claim expenses of $98.8 million (2017 - $65.3 million). In addition, the Company received
distributions of $12.1 million from the Tower Hill Companies during 2018 (2017 - $8.3 million, 2016 - $9.0
million).
During 2018, the Company received distributions from Top Layer Re of $4.0 million (2017 - $20.0 million, 2016 - $Nil), and recorded a management fee of $2.7 million (2017 - $2.7 million, 2016 - $2.6 million). The management fee reimburses the Company for services it provides to Top Layer
Re.
During 2018, the Company received 75.2% of its gross premiums written
(2017 - 76.4%, 2016 - 80.8%) from three brokers. Subsidiaries and affiliates of AON, Marsh, and Willis Towers Watson accounted for 40.7%, 24.6% and 9.9%, respectively, of gross premiums written in 2018 (2017 - 42.8%, 23.8% and 9.8%, respectively, 2016 - 46.4%, 23.6% and 10.8%,
respectively).
NOTE
14. TAXATION
Under current Bermuda law, RenaissanceRe and its Bermuda
subsidiaries are not subject to any income or capital gains taxes. In the event that such taxes are imposed, RenaissanceRe and its Bermuda subsidiaries would be exempted from any such tax until March 2035 pursuant to the Bermuda Exempted
Undertakings Tax Protection Act 1966, and Amended Acts of 1987 and 2011, respectively.
RenaissanceRe Finance and its
subsidiaries are subject to income taxes imposed by U.S. federal and state authorities and file a consolidated U.S. federal income tax return. Should the U.S. subsidiaries pay a dividend to RenaissanceRe, withholding taxes would apply to the extent
of current year or accumulated earnings and profits at an expected tax rate of 5.0%. The Company also has operations in Ireland, the U.K.,
Singapore and Switzerland which are subject to income taxes imposed by the respective jurisdictions in which they operate. Withholding taxes would not be expected to apply to dividends paid to RenaissanceRe from its subsidiaries in Ireland, the
U.K., Singapore and Switzerland.
The following is a summary of the Company’s income (loss) before taxes allocated between
domestic and foreign operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended
December 31, |
2018 |
|
2017 |
|
2016 |
|
|
Domestic |
|
|
|
|
|
|
|
Bermuda |
$ |
349,959 |
|
|
$ |
(262,827 |
) |
|
$ |
652,758 |
|
|
|
Foreign |
|
|
|
|
|
|
|
U.S. |
(56,261 |
) |
|
(11,897 |
) |
|
(1,236 |
) |
|
|
U.K.
|
(28,574 |
) |
|
(41,656 |
) |
|
(24,278 |
) |
|
|
Singapore |
(3,226 |
) |
|
(12,421 |
) |
|
2,180 |
|
|
|
Ireland
|
551 |
|
|
617 |
|
|
964 |
|
|
|
Switzerland |
166
|
|
|
—
|
|
|
—
|
|
|
|
Income (loss) before taxes |
$
|
262,615 |
|
|
$
|
(328,184 |
)
|
|
$
|
630,388 |
|
|
|
|
|
|
|
|
|
|
Income tax benefit (expense) is comprised as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended
December 31, 2018 |
Current |
|
Deferred |
|
Total |
|
|
Total income tax (expense)
benefit |
$ |
(1,668
|
) |
|
$ |
7,970
|
|
|
$ |
6,302
|
|
|
|
Year ended
December 31, 2017 |
|
|
|
|
|
|
|
Total income tax
expense |
$ |
(844
|
) |
|
$ |
(25,643
|
) |
|
$ |
(26,487
|
) |
|
|
Year ended
December 31, 2016 |
|
|
|
|
|
|
|
Total income tax (expense)
benefit |
$ |
(2,090
|
) |
|
$ |
1,750
|
|
|
$ |
(340
|
) |
|
|
|
|
|
|
|
|
|
The Company’s expected income tax
provision computed on pre-tax income at the weighted average tax rate has been calculated as the sum of the pre-tax income in each jurisdiction multiplied by that jurisdiction’s applicable statutory tax rate. Statutory tax rates of 0.0%, 21.0%, 12.5%, 19.0%, 17.0% and
21.2% have been used for Bermuda, the U.S., Ireland, the U.K., Singapore and Switzerland,
respectively.
The Company’s effective income tax rate, which it calculates as income tax expense divided
by net income before taxes, may fluctuate significantly from period to period depending on the geographic distribution of pre-tax net income (loss) in any given period between different jurisdictions with comparatively higher tax rates and those
with comparatively lower tax rates. The geographic distribution of pre-tax net income (loss)
can vary significantly between periods due
to, but not limited to, the following factors: the business mix of net premiums written and earned; the geographic location, the size and the nature of net claims and claim expenses incurred; the amount and geographic location of operating expenses,
net investment income, net realized and unrealized gains (losses) on investments; outstanding debt and related interest expense; and the amount of specific adjustments to determine the income tax basis in each of the Company’s operating
jurisdictions. In addition, a significant portion of the Company’s gross and net premiums are currently written and earned in Bermuda, which does not have a corporate income tax, including the majority of the Company’s catastrophe
business, which can result in significant volatility to its pre-tax net income (loss) in any given period.
A reconciliation of
the difference between the provision for income taxes and the expected tax provision at the weighted average tax rate is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended
December 31, |
2018 |
|
2017 |
|
2016 |
|
|
Expected income tax
benefit |
$ |
17,697 |
|
|
$ |
14,216 |
|
|
$ |
4,856 |
|
|
|
Tax exempt income |
944 |
|
|
3,794 |
|
|
4,487 |
|
|
|
Non-taxable foreign exchange
gains (losses) |
586 |
|
|
2,574 |
|
|
(1,126 |
) |
|
|
Effect of change in tax rate |
(708 |
) |
|
(38,083 |
) |
|
(1,421 |
) |
|
|
U.S. base erosion and
anti-abuse tax |
(1,271 |
) |
|
— |
|
|
— |
|
|
|
Withholding tax |
(1,831 |
) |
|
(216 |
) |
|
(2,578 |
) |
|
|
Transfer
pricing |
(2,481 |
) |
|
(11 |
) |
|
27 |
|
|
|
Change in valuation allowance |
(5,255 |
) |
|
(11,718 |
) |
|
(924 |
) |
|
|
Other |
(1,379
|
)
|
|
2,957
|
|
|
(3,661
|
)
|
|
|
Income tax benefit
(expense) |
$
|
6,302 |
|
|
$
|
(26,487 |
)
|
|
$
|
(340 |
)
|
|
|
|
|
|
|
|
|
|
As a result of the reduction in the U.S.
corporate tax rate from 35% to 21% effective January 1, 2018 pursuant to the Tax Cuts and Jobs Act of 2017, the Company recorded a partial write-down of its U.S. deferred tax asset of $36.7
million in 2017. This adjustment is included in effect of change in tax rate in the table above.
The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are presented
below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At
December 31, |
2018 |
|
2017 |
|
|
Deferred tax assets |
|
|
|
|
|
Tax loss and credit
carryforwards |
$ |
60,395 |
|
|
$ |
62,643 |
|
|
|
Reserve for claims and claim
expenses |
17,345 |
|
|
13,992 |
|
|
|
Deferred finance
charges |
14,646 |
|
|
11,320 |
|
|
|
Unearned premiums |
10,108 |
|
|
9,436 |
|
|
|
Investments |
4,427 |
|
|
— |
|
|
|
Accrued expenses |
4,292 |
|
|
2,641 |
|
|
|
Deferred underwriting
results |
3,514
|
|
|
3,407
|
|
|
|
|
114,727 |
|
|
103,439 |
|
|
|
Deferred tax
liabilities |
|
|
|
|
|
Deferred acquisition expenses |
(11,801 |
) |
|
(12,343 |
) |
|
|
Amortization and
depreciation |
(2,992 |
) |
|
(3,340 |
) |
|
|
Investments |
— |
|
|
(1,047 |
) |
|
|
|
(14,793
|
)
|
|
(16,730
|
)
|
|
|
Net deferred tax asset before valuation
allowance |
99,934 |
|
|
86,709 |
|
|
|
Valuation
allowance |
(35,271
|
)
|
|
(30,016
|
)
|
|
|
Net deferred tax asset |
$
|
64,663 |
|
|
$
|
56,693 |
|
|
|
|
|
|
|
|
The Company’s net
deferred tax asset is included in other assets on its consolidated balance
sheets.
During 2018, the Company recorded a net increase to the valuation allowance of $5.3
million (2017 – increase of $11.2 million, 2016 – increase of $0.9 million). The Company’s net deferred tax asset primarily relates to net operating loss carryforwards and GAAP versus tax basis accounting differences relating to reserves for claims and claim expenses,
deferred finance charges, accrued expenses, unearned premiums, deferred underwriting results, deferred acquisition expenses, amortization and depreciation and investments. The Company’s valuation allowance assessment is based on all available
information including projections of future GAAP taxable income from each tax-paying component in each tax jurisdiction.
A
valuation allowance has been provided against deferred tax assets in Ireland, the U.K., and Singapore. These deferred tax assets relate primarily to net operating loss carryforwards. In
2018, the valuation allowance with respect to the Company’s U.K. operations increased by $4.0 million.
In the U.S., the
Company has net operating loss carryforwards of $164.2 million. Under applicable law, the U.S. net
operating loss carryforwards will begin to expire in 2031. The Company has net operating loss
carryforwards of $114.4 million in the U.K.,
$21.7 million in Singapore and $4.8
million in Ireland. Under applicable law, the U.K., Singapore and Irish net operating losses can be carried forward for an indefinite
period.
The Company had a net
payment for U.S. federal, Irish, U.K., Singapore and Switzerland income taxes of $0.3 million for the year ended 2018 (2017 – net payment of $0.3 million, 2016 – net refund of $1.1 million).
The Company has unrecognized tax benefits of $Nil as of
December 31, 2018 (2017 –
$Nil). Interest and penalties related to unrecognized tax benefits would be recognized in income tax
expense. At December 31, 2018, interest and penalties accrued on unrecognized tax benefits
were
$Nil (2017
– $Nil). Income tax
returns filed for tax years 2015 through 2017, 2014 through 2017, 2017, 2014 through 2017, and 2017, are open for examination by the IRS, Irish tax authorities, U.K. tax authorities, Singapore and Switzerland tax authorities, respectively. The Company does not expect the resolution of these open years to have a significant impact on its results from operations and financial condition.
NOTE 15. SEGMENT REPORTING
The Company’s reportable segments are defined as
follows: (1) Property, which is comprised of catastrophe and other property reinsurance and insurance written on behalf of the Company’s operating subsidiaries and certain joint ventures managed by the Company’s ventures unit, and (2)
Casualty and Specialty, which is comprised of casualty and specialty reinsurance and insurance written on behalf of the Company’s operating subsidiaries and certain joint ventures managed by the Company’s ventures unit. In addition to
its reportable segments, the Company has an Other category, which primarily includes its strategic investments, investments unit, corporate expenses, capital servicing costs, noncontrolling interests and the remnants of its former Bermuda-based
insurance operations.
The Company’s Property segment is managed by the Chief Underwriting Officer - Property and the
Casualty and Specialty segment is managed by the Chief Underwriting Officer - Casualty and Specialty, each of whom operate under the direction of the Company’s Group Chief Underwriting Officer, who in turn reports to the Company’s
President and Chief Executive Officer.
The Company does not manage its assets by segment; accordingly, net
investment income and total assets are not allocated to the
segments.
A summary of the significant components of
the Company’s revenues and expenses by segment is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
2018 |
Property |
|
Casualty and
Specialty |
|
Other |
|
Total |
|
|
Gross premiums
written |
$ |
1,760,926
|
|
|
$ |
1,549,501
|
|
|
$ |
—
|
|
|
$ |
3,310,427
|
|
|
|
Net premiums written |
$ |
1,055,188 |
|
|
$ |
1,076,714 |
|
|
$ |
— |
|
|
$ |
2,131,902 |
|
|
|
Net premiums
earned |
$ |
1,050,831 |
|
|
$ |
925,298 |
|
|
$ |
— |
|
|
$ |
1,976,129 |
|
|
|
Net claims and
claim expenses incurred |
497,895 |
|
|
622,320 |
|
|
(197 |
) |
|
1,120,018 |
|
|
|
Acquisition
expenses |
177,912 |
|
|
255,079 |
|
|
(2 |
) |
|
432,989 |
|
|
|
Operational expenses |
112,954 |
|
|
64,883 |
|
|
430 |
|
|
178,267 |
|
|
|
Underwriting income
(loss) |
$ |
262,070
|
|
|
$ |
(16,984
|
) |
|
$ |
(231
|
) |
|
244,855 |
|
|
|
Net investment income |
|
|
|
|
261,866 |
|
|
261,866 |
|
|
|
Net foreign exchange
losses |
|
|
|
|
(12,428 |
) |
|
(12,428 |
) |
|
|
Equity in
earnings of other ventures |
|
|
|
|
18,474 |
|
|
18,474 |
|
|
|
Other
income |
|
|
|
|
5,969 |
|
|
5,969 |
|
|
|
Net realized and
unrealized losses on investments |
|
|
|
|
(175,069 |
) |
|
(175,069 |
) |
|
|
Corporate
expenses |
|
|
|
|
(33,983 |
) |
|
(33,983 |
) |
|
|
Interest expense |
|
|
|
|
(47,069 |
) |
|
(47,069 |
) |
|
|
Income before taxes and redeemable noncontrolling interests |
|
|
|
|
|
|
262,615 |
|
|
|
Income tax benefit |
|
|
|
|
6,302 |
|
|
6,302 |
|
|
|
Net income attributable to redeemable noncontrolling interests |
|
|
|
|
(41,553 |
) |
|
(41,553 |
) |
|
|
Dividends on preference shares |
|
|
|
|
(30,088 |
) |
|
(30,088 |
) |
|
|
Net income available to RenaissanceRe common shareholders |
|
|
|
|
|
|
$ |
197,276
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net claims and claim expenses incurred – current accident year |
$ |
719,185 |
|
|
$ |
671,582 |
|
|
$ |
— |
|
|
$ |
1,390,767 |
|
|
|
Net claims and
claim expenses incurred – prior accident years |
(221,290 |
) |
|
(49,262 |
) |
|
(197 |
) |
|
(270,749 |
) |
|
|
Net claims and claim expenses incurred – total |
$ |
497,895
|
|
|
$ |
622,320
|
|
|
$ |
(197
|
) |
|
$ |
1,120,018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net claims and claim expense ratio – current accident year |
68.4 |
% |
|
72.6 |
% |
|
|
|
70.4 |
% |
|
|
Net claims and
claim expense ratio – prior accident years |
(21.0 |
)% |
|
(5.3 |
)% |
|
|
|
(13.7 |
)% |
|
|
Net claims and claim expense ratio – calendar year |
47.4 |
% |
|
67.3 |
% |
|
|
|
56.7 |
% |
|
|
Underwriting expense ratio |
27.7 |
% |
|
34.5 |
% |
|
|
|
30.9 |
% |
|
|
Combined
ratio |
75.1 |
% |
|
101.8 |
% |
|
|
|
87.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
2017 |
Property |
|
Casualty and
Specialty |
|
Other |
|
Total |
|
|
Gross premiums
written |
$ |
1,440,437
|
|
|
$ |
1,357,110
|
|
|
$ |
(7
|
) |
|
$ |
2,797,540
|
|
|
|
Net premiums written |
$ |
978,014 |
|
|
$ |
893,307 |
|
|
$ |
4 |
|
|
$ |
1,871,325 |
|
|
|
Net premiums
earned |
$ |
931,070 |
|
|
$ |
786,501 |
|
|
$ |
4 |
|
|
$ |
1,717,575 |
|
|
|
Net claims and
claim expenses incurred |
1,297,985 |
|
|
565,026 |
|
|
(1,583 |
) |
|
1,861,428 |
|
|
|
Acquisition
expenses |
113,816 |
|
|
233,077 |
|
|
(1 |
) |
|
346,892 |
|
|
|
Operational expenses |
94,194 |
|
|
66,548 |
|
|
36 |
|
|
160,778 |
|
|
|
Underwriting (loss)
income |
$ |
(574,925
|
) |
|
$ |
(78,150
|
) |
|
$ |
1,552
|
|
|
(651,523 |
) |
|
|
Net investment income |
|
|
|
|
222,209 |
|
|
222,209 |
|
|
|
Net foreign exchange
gains |
|
|
|
|
10,628 |
|
|
10,628 |
|
|
|
Equity in
earnings of other ventures |
|
|
|
|
8,030 |
|
|
8,030 |
|
|
|
Other
income |
|
|
|
|
9,415 |
|
|
9,415 |
|
|
|
Net realized and
unrealized gains on investments |
|
|
|
|
135,822 |
|
|
135,822 |
|
|
|
Corporate
expenses |
|
|
|
|
(18,572 |
) |
|
(18,572 |
) |
|
|
Interest expense |
|
|
|
|
(44,193 |
) |
|
(44,193 |
) |
|
|
Loss before taxes and noncontrolling interests |
|
|
|
|
|
|
(328,184 |
) |
|
|
Income tax expense |
|
|
|
|
(26,487 |
) |
|
(26,487 |
) |
|
|
Net loss attributable to noncontrolling interests |
|
|
|
|
132,282 |
|
|
132,282 |
|
|
|
Dividends on preference shares |
|
|
|
|
(22,381 |
) |
|
(22,381 |
) |
|
|
Net loss attributable to RenaissanceRe common shareholders |
|
|
|
|
|
|
$ |
(244,770
|
) |
|
|
|
|
|
|
|
|
|
|
|
|
Net claims and claim expenses incurred – current accident year |
$ |
1,343,581 |
|
|
$ |
558,843 |
|
|
$ |
— |
|
|
$ |
1,902,424 |
|
|
|
Net claims and
claim expenses incurred – prior accident years |
(45,596 |
) |
|
6,183 |
|
|
(1,583 |
) |
|
(40,996 |
) |
|
|
Net claims and claim expenses incurred – total |
$ |
1,297,985
|
|
|
$ |
565,026
|
|
|
$ |
(1,583
|
) |
|
$ |
1,861,428
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net claims and claim expense ratio – current accident year |
144.3 |
% |
|
71.1 |
% |
|
|
|
110.8 |
% |
|
|
Net claims and
claim expense ratio – prior accident years |
(4.9 |
)% |
|
0.7 |
% |
|
|
|
(2.4 |
)% |
|
|
Net claims and claim expense ratio – calendar year |
139.4 |
% |
|
71.8 |
% |
|
|
|
108.4 |
% |
|
|
Underwriting
expense ratio |
22.3 |
% |
|
38.1 |
% |
|
|
|
29.5 |
% |
|
|
Combined ratio |
161.7 |
% |
|
109.9 |
% |
|
|
|
137.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended
December 31, 2016 |
Property |
|
Casualty and
Specialty |
|
Other |
|
Total |
|
|
Gross premiums
written |
$ |
1,111,263
|
|
|
$ |
1,263,313
|
|
|
$ |
—
|
|
|
$ |
2,374,576
|
|
|
|
Net premiums written |
$ |
725,321 |
|
|
$ |
809,848 |
|
|
$ |
143 |
|
|
$ |
1,535,312 |
|
|
|
Net premiums
earned |
$ |
720,951 |
|
|
$ |
682,337 |
|
|
$ |
142 |
|
|
$ |
1,403,430 |
|
|
|
Net claims and
claim expenses incurred |
151,545 |
|
|
380,396 |
|
|
(1,110 |
) |
|
530,831 |
|
|
|
Acquisition
expenses |
97,594 |
|
|
191,729 |
|
|
— |
|
|
289,323 |
|
|
|
Operational expenses |
108,642 |
|
|
88,984 |
|
|
123 |
|
|
197,749 |
|
|
|
Underwriting
income |
$ |
363,170
|
|
|
$ |
21,228
|
|
|
$ |
1,129
|
|
|
385,527 |
|
|
|
Net investment income |
|
|
|
|
181,726 |
|
|
181,726 |
|
|
|
Net foreign exchange
losses |
|
|
|
|
(13,788 |
) |
|
(13,788 |
) |
|
|
Equity in earnings of other
ventures |
|
|
|
|
963 |
|
|
963 |
|
|
|
Other
income |
|
|
|
|
14,178 |
|
|
14,178 |
|
|
|
Net realized and
unrealized gains on investments |
|
|
|
|
141,328 |
|
|
141,328 |
|
|
|
Corporate
expenses |
|
|
|
|
(37,402 |
) |
|
(37,402 |
) |
|
|
Interest expense |
|
|
|
|
(42,144 |
) |
|
(42,144 |
) |
|
|
Income before taxes and noncontrolling interests |
|
|
|
|
|
|
630,388 |
|
|
|
Income tax expense |
|
|
|
|
(340 |
) |
|
(340 |
) |
|
|
Net income attributable to noncontrolling interests |
|
|
|
|
(127,086 |
) |
|
(127,086 |
) |
|
|
Dividends on preference shares |
|
|
|
|
(22,381 |
) |
|
(22,381 |
) |
|
|
Net income available to RenaissanceRe common shareholders |
|
|
|
|
|
|
$ |
480,581
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net claims and claim expenses incurred – current accident year |
$ |
256,421 |
|
|
$ |
438,536 |
|
|
$ |
— |
|
|
$ |
694,957 |
|
|
|
Net claims and
claim expenses incurred – prior accident years |
(104,876 |
) |
|
(58,140 |
) |
|
(1,110 |
) |
|
(164,126 |
) |
|
|
Net claims and claim expenses incurred – total |
$ |
151,545
|
|
|
$ |
380,396
|
|
|
$ |
(1,110
|
) |
|
$ |
530,831
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net claims and claim expense ratio – current accident year |
35.6 |
% |
|
64.3 |
% |
|
|
|
49.5 |
% |
|
|
Net claims and
claim expense ratio – prior accident years |
(14.6 |
)% |
|
(8.6 |
)% |
|
|
|
(11.7 |
)% |
|
|
Net claims and claim expense ratio – calendar year |
21.0 |
% |
|
55.7 |
% |
|
|
|
37.8 |
% |
|
|
Underwriting
expense ratio |
28.6 |
% |
|
41.2 |
% |
|
|
|
34.7 |
% |
|
|
Combined ratio |
49.6 |
% |
|
96.9 |
% |
|
|
|
72.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
The following is a summary of the Company’s gross
premiums written allocated to the territory of coverage exposure:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended
December 31, |
2018 |
|
2017 |
|
2016 |
|
|
Property |
|
|
|
|
|
|
|
U.S. and
Caribbean |
$ |
978,063 |
|
|
$ |
954,269 |
|
|
$ |
743,226 |
|
|
|
Worldwide |
464,311 |
|
|
305,915 |
|
|
210,168 |
|
|
|
Europe
|
144,857 |
|
|
49,486 |
|
|
37,611 |
|
|
|
Japan |
71,601 |
|
|
49,821 |
|
|
44,536 |
|
|
|
Worldwide
(excluding U.S.) (1) |
66,872 |
|
|
48,182 |
|
|
55,043 |
|
|
|
Australia and New
Zealand |
19,273 |
|
|
14,151 |
|
|
13,729 |
|
|
|
Other
|
15,949
|
|
|
18,613
|
|
|
6,950
|
|
|
|
Total Property |
1,760,926 |
|
|
1,440,437 |
|
|
1,111,263 |
|
|
|
Casualty
and Specialty |
|
|
|
|
|
|
|
Worldwide |
776,976 |
|
|
686,253 |
|
|
581,972 |
|
|
|
U.S. and
Caribbean |
667,125 |
|
|
622,757 |
|
|
646,381 |
|
|
|
Worldwide (excluding U.S.)
(1) |
31,734 |
|
|
10,104 |
|
|
13,840 |
|
|
|
Europe
|
15,296 |
|
|
9,752 |
|
|
5,541 |
|
|
|
Australia and New
Zealand |
3,667 |
|
|
4,141 |
|
|
5,073 |
|
|
|
Other
|
54,703
|
|
|
24,103
|
|
|
10,506
|
|
|
|
Total Casualty and Specialty |
1,549,501 |
|
|
1,357,110 |
|
|
1,263,313 |
|
|
|
Other
category |
—
|
|
|
(7
|
)
|
|
—
|
|
|
|
Total gross premiums
written |
$
|
3,310,427 |
|
|
$
|
2,797,540 |
|
|
$
|
2,374,576 |
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
The category “Worldwide (excluding U.S.)” consists of contracts that cover more than one
geographic region (other than the U.S.). |
NOTE 16. STOCK INCENTIVE COMPENSATION AND
EMPLOYEE BENEFIT PLANS
Stock Incentive Compensation Plans and
Awards
The Company is authorized to issue restricted stock awards, restricted stock units, performance share awards, stock
options and other share-based awards to its employees and directors pursuant to various stock incentive compensation plans.
On
May 16, 2016, the Company’s shareholders approved the Company’s 2016 Long-Term Incentive Plan (the “2016 Long-Term Incentive Plan”). Pursuant to the 2016 Long-Term Incentive Plan, the Company is authorized to issue up to
1,625,000 common shares plus the number of shares that were subject to awards outstanding under the Company’s 2001 Stock
Incentive Plan, as amended (the “2001 Stock Incentive Plan”) and the Company’s 2010 Performance-Based Equity Incentive Plan, as amended (the “2010 Performance Plan”) as of the effective date of the 2016 Long-Term
Incentive Plan that are forfeited, canceled, settled in cash, or otherwise terminated without delivery after the effective date. The 2016 Long-Term Incentive Plan permits the grant of restricted stock awards, restricted stock units, performance
share awards (including cash-based performance awards), stock options and other share-based awards to employees, officers, non-employee directors and consultants or advisors of the Company and its
affiliates.
The 2001 Stock Incentive Plan, which permitted the grant of stock options, restricted stock awards and other
share-based awards to employees of RenaissanceRe and its subsidiaries, expired in accordance with its terms on February 6, 2016 and no additional awards may be made under this plan. The 2010 Performance Plan, pursuant to which the Company granted
performance share awards, was terminated on May 16, 2016 upon approval of the 2016 Long-Term Incentive Plan, and no additional awards will be made under this plan. The terms and conditions of outstanding awards granted under the 2001 Share Incentive
Plan and the 2010 Performance Plan were not affected by the respective expiration and termination of these plans.
In 2010, the Company instituted a cash settled restricted
stock unit (“CSRSU”) plan, the 2010 Restricted Stock Unit Plan, which allowed for the issuance of equity awards in the form of CSRSUs. In November 2016, the 2010 Restricted Stock Plan was terminated and replaced with a new cash settled
restricted stock unit plan, the 2016 Restricted Stock Unit Plan. The terms and conditions of CSRSU awards outstanding under the 2010 Restricted Stock Unit Plan at the time of termination were not affected, but no additional awards will be made under
the 2010 Restricted Stock Unit Plan.
Stock
Options
The Company has not granted stock options since 2008. Stock options were granted pursuant to the 2001 Stock Incentive
Plan and allowed for the purchase of RenaissanceRe common shares at a price that was equal to, or not less than, the fair market value of RenaissanceRe common shares as of the effective grant date. Stock options generally vested over four years and expired
10 years from the grant
date.
Restricted Stock Awards
Restricted stock awards granted periodically under the 2001 Stock Incentive Plan and the 2016 Long-Term Incentive Plan generally vest ratably over a four year period. The Company has also granted restricted stock awards to non-employee directors, which generally
vest ratably over a three year period.
Performance Share Awards
Performance share awards have been granted
periodically to certain of the Company’s executive officers pursuant to the 2010 Performance Plan, 2001 Share Incentive Plan and 2016 Long-Term Incentive Plan. Outstanding performance share awards are subject to vesting conditions based on
both continued service and the attainment of pre-established performance goals. If performance goals are achieved, the performance share awards will vest up to a maximum of 250% of target. Performance share awards generally cliff vest at the end of a three year vesting period based on the attainment of annual performance goals over the vesting period. The
performance share awards granted prior to May 2018 have a market condition, which is the Company’s total shareholder return relative to its peer group. The performance share awards granted in May 2018 have a performance condition, which is the
percentage change in the Company’s tangible book value per common share plus accumulated dividends, or, in the event of a change in control, a market condition, which is the Company’s total shareholder return relative to its peer group.
Total shareholder return is calculated in accordance with the terms of the applicable award agreement and is generally based on the average closing share price over the 20 trading days preceding and including the start and end of the annual performance period. The percentage change
in tangible book value per share plus accumulated dividends is calculated in accordance with the terms of the applicable award agreement.
Cash Settled Restricted Stock Units
CSRSUs are liability awards
with fair value measurement based on the fair market value of the Company’s common shares at the end of each reporting period. CSRSUs granted periodically pursuant to the 2010 Restricted Stock Unit Plan and 2016 Restricted Stock Unit Plan
generally vest ratably over
four years.
Valuation
Assumptions
Performance Share Awards Granted Prior to May
2018
The fair value of performance share awards granted prior to May 2018 is measured on the grant date using a Monte Carlo
simulation model which requires the following inputs: share price; expected volatility; expected term; expected dividend yield; and risk-free interest rates. The following are the weighted average-assumptions used to estimate the fair value for all
performance share awards issued in each respective year.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Performance Share Awards |
|
|
Year ended
December 31, |
2018 |
|
2017 |
|
|
Expected volatility
(1) |
15.8% |
|
14.3% |
|
|
Expected term (in years) |
n/a |
|
n/a |
|
|
Expected dividend
yield |
n/a |
|
n/a |
|
|
Risk-free interest rate (1) |
1.85% - 2.36% |
|
0.93% - 1.69% |
|
|
|
|
|
|
|
|
|
(1) |
The expected volatility and risk-free interest rate applied are specific to each tranche of performance share
awards. |
Expected volatility: The expected volatility is estimated by the Company based on
RenaissanceRe’s historical stock volatility.
Expected term: The expected term is not applicable as the length of the
performance periods are fixed and not subject to future employee behavior. Each tranche of the performance share awards has a one year
period during which performance is measured.
Expected dividend yield: The expected dividend yield is not applicable
to performance share awards as dividends are paid at the end of the vesting period and do not affect the value of the performance shares.
Risk-free interest rate: The risk free rate is estimated based on the yield on a U.S. treasury zero-coupon issued with a remaining term equal to the vesting period of the performance share
awards.
For performance share awards granted before May 2018, the total cost of the performance share awards is determined on
the grant date based on the fair value calculated by the Monte Carlo simulation model. The Company recognizes cost equal to fair value per performance share award multiplied by the target number of performance share awards on the grant date. The
cost is then amortized as an expense over the requisite service period. The Company has elected to recognize forfeitures as they occurred rather than estimating service-based forfeitures over the requisite service
period.
Performance Share Awards Granted as of May
2018
For performance share awards granted as of May 2018, the performance metric relates to the percentage change in tangible
book value per share plus accumulated dividends which is classified as a performance condition under ASC 718. As a result, the fair value of the performance share awards is determined based on the fair market value of RenaissanceRe’s common
shares on the grant date. The estimated fair value of performance share awards is amortized as an expense over the requisite service period.
Restricted Stock Awards
The fair value of restricted stock awards
is determined based on the fair market value of RenaissanceRe’s common shares on the grant date. The estimated fair value of restricted stock awards is amortized as an expense over the requisite service period. The Company has elected to
recognize forfeitures as they occurred rather than estimating service-based forfeitures over the requisite service period.
Cash Settled Restricted Stock Units
CSRSUs are
revalued at the end of each quarterly reporting period based on the then fair market value of RenaissanceRe’s common shares. The total cost is adjusted each quarter for unvested CSRSUs to reflect the current share price, and this total cost is
amortized as an expense over the requisite service period. The Company has elected to recognize forfeitures as they occurred rather than estimating service-based forfeitures over the requisite service
period.
Summary of Stock
Compensation Activity
The following is a summary of activity under the Company’s stock compensation plans.
Stock Options
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
options
outstanding
|
|
Weighted
average
exercise price
|
|
Weighted
average
remaining
contractual
life
|
|
Aggregate
intrinsic
value
|
|
Range of exercise prices |
|
|
Balance, December 31,
2015 |
408,212
|
|
|
$ |
51.90 |
|
|
1.6
|
|
$ |
25,020 |
|
|
$42.66
- $59.66 |
|
|
|
Options granted |
— |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
Options
forfeited |
— |
|
|
— |
|
|
|
|
|
|
|
|
|
Options expired |
— |
|
|
— |
|
|
|
|
|
|
|
|
|
Options
exercised |
(201,417
|
)
|
|
50.59 |
|
|
|
|
$ |
14,806 |
|
|
— |
|
|
|
Balance, December 31, 2016 |
206,795 |
|
|
$ |
53.17 |
|
|
0.9 |
|
$ |
17,174 |
|
|
$50.71 - $59.66 |
|
|
|
Options
granted |
— |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
Options
forfeited |
— |
|
|
— |
|
|
|
|
|
|
|
|
|
Options
expired |
— |
|
|
— |
|
|
|
|
|
|
|
|
|
Options
exercised |
(174,794 |
) |
|
53.04 |
|
|
|
|
$ |
15,945 |
|
|
— |
|
|
|
Balance, December 31,
2017 |
32,001 |
|
|
$ |
53.86 |
|
|
0.2 |
|
$ |
2,295 |
|
|
53.86 |
|
|
|
Options granted |
— |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
Options
forfeited |
— |
|
|
— |
|
|
|
|
|
|
|
|
|
Options expired |
— |
|
|
— |
|
|
|
|
|
|
|
|
|
Options
exercised |
(32,001 |
) |
|
$ |
53.86 |
|
|
|
|
$ |
2,320 |
|
|
$ |
— |
|
|
|
Balance, December 31, 2018 |
—
|
|
|
$ |
— |
|
|
0.0 |
|
$ |
— |
|
|
$ |
— |
|
|
|
Total
options exercisable at December 31, 2018 |
— |
|
|
$ |
— |
|
|
0.0 |
|
$ |
— |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Settled Restricted Stock Units
|
|
|
|
|
|
|
|
|
|
|
|
Number of
shares
|
|
|
Nonvested at December 31,
2015 |
326,078 |
|
|
|
Awards
granted |
135,119 |
|
|
|
Awards vested |
(133,278 |
) |
|
|
Awards
forfeited |
(19,575
|
)
|
|
|
Nonvested at December 31,
2016 |
308,344 |
|
|
|
Awards
granted |
98,067 |
|
|
|
Awards vested |
(122,088 |
) |
|
|
Awards
forfeited |
(21,993 |
) |
|
|
Nonvested at December 31,
2017 |
262,330 |
|
|
|
Awards
granted |
— |
|
|
|
Awards vested |
(108,344 |
) |
|
|
Awards
forfeited |
(7,069 |
) |
|
|
Nonvested at December 31,
2018 |
146,917
|
|
|
|
|
|
|
Performance Share
Awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
shares (1)
|
|
Weighted
average
grant-date fair value
|
|
|
Nonvested at December 31,
2015 |
230,271 |
|
|
$ |
41.40 |
|
|
|
Awards
granted |
77,045 |
|
|
$ |
48.31 |
|
|
|
Awards vested |
(58,032 |
) |
|
$ |
38.30 |
|
|
|
Awards
forfeited |
(37,903
|
)
|
|
|
|
|
Nonvested at December 31,
2016 |
211,381 |
|
|
$ |
44.63 |
|
|
|
Awards
granted |
64,947 |
|
|
$ |
65.27 |
|
|
|
Awards vested |
(62,499 |
) |
|
$ |
43.51 |
|
|
|
Awards
forfeited |
(46,156 |
) |
|
|
|
|
Nonvested at December 31,
2017 |
167,673 |
|
|
$ |
53.11 |
|
|
|
Awards
granted |
83,475 |
|
|
$ |
60.69 |
|
|
|
Awards vested |
(16,456 |
) |
|
$ |
53.79 |
|
|
|
Awards
forfeited |
(82,241 |
) |
|
|
|
|
Nonvested at December 31,
2018 |
152,451
|
|
|
$ |
57.21 |
|
|
|
|
|
|
|
|
|
|
(1) |
For performance share awards, the number of shares is stated at the maximum number that can be attained if the performance
conditions are fully met. Forfeitures represent shares forfeited due to vesting below the maximum attainable as a result of the Company not fully meeting the performance
conditions. |
Restricted Stock
Awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee
restricted stock awards
|
|
Non-employee
director
restricted stock awards
|
|
Total
restricted stock awards
|
|
|
|
Number of
shares
|
|
Weighted
average
grant
date fair
value
|
|
Number of
shares
|
|
Weighted average grant date fair value |
|
Number of
shares
|
|
Weighted average grant date fair value |
|
|
Nonvested
at December 31, 2015 |
479,040
|
|
|
$ |
94.95 |
|
|
26,886
|
|
|
$ |
97.61 |
|
|
505,926
|
|
|
$ |
95.09 |
|
|
|
Awards granted |
179,003 |
|
|
112.41 |
|
|
14,727 |
|
|
114.71 |
|
|
193,730 |
|
|
112.59 |
|
|
|
Awards
vested |
(255,873 |
) |
|
93.98 |
|
|
(16,068 |
) |
|
96.83 |
|
|
(271,941 |
) |
|
94.15 |
|
|
|
Awards forfeited |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
Nonvested
at December 31, 2016 |
402,170 |
|
|
$ |
103.34 |
|
|
25,545 |
|
|
$ |
107.95 |
|
|
427,715 |
|
|
$ |
103.61 |
|
|
|
Awards granted |
116,345 |
|
|
148.66 |
|
|
12,193 |
|
|
150.05 |
|
|
128,538 |
|
|
148.79 |
|
|
|
Awards
vested |
(185,478 |
) |
|
100.17 |
|
|
(17,612 |
) |
|
110.66 |
|
|
(203,090 |
) |
|
101.08 |
|
|
|
Awards forfeited |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
Nonvested
at December 31, 2017 |
333,037 |
|
|
$ |
120.93 |
|
|
20,126 |
|
|
$ |
131.09 |
|
|
353,163 |
|
|
$ |
121.51 |
|
|
|
Awards granted |
255,799 |
|
|
132.70 |
|
|
12,169 |
|
|
127.29 |
|
|
267,968 |
|
|
132.79 |
|
|
|
Awards
vested |
(139,454 |
) |
|
112.70 |
|
|
(9,761 |
) |
|
123.59 |
|
|
(149,215 |
) |
|
113.41 |
|
|
|
Awards forfeited |
(1,642 |
) |
|
134.38 |
|
|
— |
|
|
— |
|
|
(1,642 |
) |
|
134.38 |
|
|
|
Nonvested
at December 31, 2018 |
447,740 |
|
|
$ |
130.37 |
|
|
22,534 |
|
|
$ |
132.29 |
|
|
470,274 |
|
|
$ |
130.46 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
There were 1.6 million shares available for issuance under the 2016 Long-Term Incentive Plan at December 31, 2018 and no shares available for issuance under the 2001 Stock Incentive Plan or 2010 Performance Share Plan at
December 31, 2018.
The aggregate fair value of restricted stock awards, performance share awards and CSRSUs vested during 2018 was $37.2 million (2017 – $56.9 million, 2016 – $54.5 million). Cash in the amount of $Nil was received from employees as a result of employee stock option exercises during 2018 (2017 – $Nil, 2016 –
$Nil). In connection with share vestings and option exercises, there was no excess windfall tax benefit realized by the Company due to its net operating loss position in the taxable
jurisdictions in which it operates. RenaissanceRe issues new shares upon the exercise of an option.
The total stock
compensation expense recognized in the Company’s consolidated statements of operations during 2018 was $35.7 million (2017 – $37.2 million, 2016 – $47.4 million). As of December 31, 2018, there was $43.2 million of total unrecognized compensation cost related to restricted stock awards, $11.2 million related to CSRSUs and $4.8 million related to performance share awards, which will be recognized, on a weighted average basis, during
the next 1.8,
1.3 and
1.7 years, respectively.
All of the Company’s employees are eligible for defined contribution pension plans. Contributions are primarily based upon a percentage of eligible compensation. The Company contributed $4.1 million to its defined contribution pension plans in 2018 (2017 – $4.4 million, 2016 – $4.0 million).
NOTE
17. STATUTORY
REQUIREMENTS
The Company’s
(re)insurance operations are subject to insurance laws and regulations in the jurisdictions in which they operate, the most significant of which currently include Bermuda, the U.S. and the U.K. These regulations include certain restrictions on the
amount of dividends or other distributions, such as loans or cash advances, available to shareholders without prior approval of the respective regulatory authorities.
Group Supervision
The Bermuda Monetary Authority (“BMA”)
is the group supervisor of the Company. Under the Insurance Act 1978, amendments thereto and related regulations of Bermuda (collectively, the “Insurance Act”), the Company shall ensure that it can meet its minimum solvency margin
(“MSM”), defined as the prescribed
minimum amount by which the value of the assets of the
Company must exceed the value of its liabilities, the breach of which represents an unacceptable level of risk and triggers the strongest supervisory actions.
In addition, the Company is required to maintain statutory economic capital and surplus at a level equal to or in excess of its enhanced capital requirement (“ECR”) which is established by
reference to the Bermuda Solvency Capital Requirement (the “BSCR”) model. The BSCR is a mathematical model designed to give the BMA robust methods for determining an insurer’s capital adequacy. The ECR is equal to the greater of
the MSM or required capital calculated by reference to the BSCR. Effective January 1, 2016, the BMA embedded the Economic Balance Sheet (“EBS”) framework in the Bermuda legislative and regulatory regime. The EBS is an input to the BSCR
which determines the Company’s ECR. The EBS regime prescribes the use of financial statements prepared in accordance with GAAP as the basis on which statutory financial statements are prepared, and those statutory financial statements form the
starting basis for the EBS.
The BMA has established a target capital level (“TCL”) which is set at 120% of the ECR. While the Company is not required to maintain statutory economic capital and surplus at this level, it serves as an early warning
tool for the BMA, and failure to meet the TCL may result in additional reporting requirements or increased regulatory oversight. The Company is currently completing its 2018 group BSCR, which must be filed with the BMA on or before May 31, 2019, and at this
time, the Company believes it will exceed the target level of required statutory economic capital and
surplus.
The statutory economic capital and surplus, required minimum statutory capital and surplus and
unrestricted net assets of the Company’s regulated insurance operations in its most significant regulatory jurisdictions are detailed below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bermuda
(1) |
|
U.S.
|
|
U.K. (2)
(3) |
|
|
At
December 31, |
2018 |
|
2017 |
|
2018 |
|
2017 |
|
2018 |
|
2017 |
|
|
Statutory economic capital and surplus |
$ |
4,256,830 |
|
|
$ |
4,155,368 |
|
|
$ |
502,803 |
|
|
$ |
523,384 |
|
|
$ |
519,689 |
|
|
$ |
527,325 |
|
|
|
Required
statutory capital and surplus |
950,915 |
|
|
836,181 |
|
|
306,628 |
|
|
306,375 |
|
|
519,689 |
|
|
527,325 |
|
|
|
Unrestricted net assets |
931,387 |
|
|
790,177 |
|
|
31,228 |
|
|
24,109 |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
The Company's Bermuda-domiciled insurance subsidiaries’ capital and surplus is based on the relevant
insurer’s statutory financial statements and required statutory capital and surplus is based on the MSM. |
|
|
(2) |
With respect to statutory capital and surplus and required statutory capital and surplus, and as described
below, underwriting capacity of a member of Lloyd’s must be supported by providing a deposit in the form of cash, securities or letters of credit, which are referred to as Funds at Lloyd’s (“FAL”). FAL is determined by
Lloyd’s and is based on Syndicate 1458’s solvency and capital requirements as calculated through its internal model. |
|
|
(3) |
Syndicate 1458 is capitalized by its FAL, with the related assets not held on its balance sheet. As such,
unrestricted net assets is not applicable to Syndicate 1458; however, the Company can make an application to obtain approval from Lloyd’s to have funds released to RenaissanceRe from Syndicate 1458, subject to passing a Lloyd’s release
test. |
Statutory net income (loss) of the Company’s regulated insurance operations in
its most significant regulatory jurisdictions are detailed below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statutory
Net Income (Loss) |
|
|
|
Bermuda |
|
U.S. |
|
U.K. |
|
|
Year ended December 31,
2018 |
$ |
326,386 |
|
|
$ |
25,851 |
|
|
$ |
(6,692 |
) |
|
|
Year ended December 31, 2017 |
(334,142 |
) |
|
(3,627 |
) |
|
(57,050 |
) |
|
|
Year ended December 31,
2016 |
625,371 |
|
|
43,292 |
|
|
28,007 |
|
|
|
|
|
|
|
|
|
|
The difference between
statutory financial statements and statements prepared in accordance with GAAP varies by jurisdiction; however, the primary difference is that for the Company’s regulated entities the
statutory financial statements generally do
not reflect goodwill and intangible assets. Also, in the U.S., fixed maturity investments are generally recorded at amortized cost and deferred income tax is charged directly to equity. In the U.S. and the U.K., deferred acquisition costs are
generally not reflected in the statutory financial statements. None of the Company’s insurance subsidiaries used permitted practices that prevented the trigger of a regulatory event during the years ended December 31, 2018, 2017 and
2016.
Dividend Restrictions of RenaissanceRe
As a
Bermuda-domiciled holding company, RenaissanceRe has limited operations of its own and its assets consist primarily of investments in subsidiaries, and to a degree, cash and securities. Accordingly, RenaissanceRe’s future cash flows largely
depend on the availability of dividends or other statutorily permissible payments from subsidiaries. The ability to pay such dividends is limited by the applicable laws and regulations of the various countries and states in which these subsidiaries
operate, including, among others, Bermuda, the U.S., the U.K. and Ireland. RenaissanceRe’s ability to pay dividends and distribute capital to shareholders is limited by the Bermuda Companies Act 1981, insofar as both before and after the
payment, RenaissanceRe must still be able to pay its liabilities as they come due and the realizable value of its assets must be greater than its
liabilities.
Bermuda-Domiciled Insurance
Entities
Under the Insurance Act, certain subsidiaries of RenaissanceRe are required to prepare and file
statutory financial statements. Effective January 1, 2016, the BMA prescribed the use of financial statements prepared in accordance with GAAP as the basis on which the statutory financial statements are prepared, subject to the application of
certain prudential filters. These statutory financial statements are used to prepare the EBS. In addition, Bermuda insurance subsidiaries of RenaissanceRe are required to maintain certain measures of solvency and liquidity and file a BSCR
return.
Class 3B and Class 4
Insurers
Under the Insurance Act, RenaissanceRe Specialty U.S. and Vermeer are defined as Class 3B insurers,
and Renaissance Reinsurance and DaVinci are classified as Class 4 insurers, and therefore must maintain statutory economic capital and surplus at a level at least equal to its ECR which is the greater of its MSM and the required capital calculated
by reference to the BSCR.
Class 3B and Class 4 insurers are prohibited from declaring or paying any dividends
if in breach of the required minimum solvency margin or minimum liquidity ratio (the “Relevant Margins”) or if the declaration or payment of such dividend would cause the insurer to fail to meet the Relevant Margins. Where an insurer
fails to meet its Relevant Margins on the last day of any financial year, it is prohibited from declaring or paying any dividends during the next financial year without the prior approval of the BMA. Further, Class 3B and Class 4 insurers are
prohibited from declaring or paying in any financial year dividends of more than 25% of its total statutory capital and surplus (as shown on its previous financial year’s statutory balance sheet) unless it files (at least seven days before
payment of such dividends) with the BMA an affidavit stating that it will continue to meet its Relevant Margins. Class 3B and Class 4 insurers must obtain the BMA’s prior approval for a reduction by 15% or more of the total statutory capital
as set forth in its previous year’s financial statements. These restrictions on declaring or paying dividends and distributions under the Insurance Act are in addition to the solvency requirements under the Bermuda Companies Act 1981 which
apply to all Bermuda companies. In addition, an insurer engaged in general business is also required to maintain the value of its relevant assets at not less than 75% of the amount of its relevant
liabilities.
The Company is currently completing its
2018 Bermuda-domiciled statutory filings for Renaissance Reinsurance, DaVinci and RenaissanceRe Specialty U.S., which must be filed
with the BMA on or before April 30, 2019, and at this time, the Company believes each of Renaissance Reinsurance, DaVinci and
RenaissanceRe Specialty U.S. will exceed the target level of required statutory economic capital. Vermeer applied for and received an exemption from the BMA with respect to filing its 2018 Bermuda-domiciled statutory
filings.
SPIs
Under the Insurance Act, Upsilon RFO is considered an SPI. See “Note 10. Variable
Interest Entities” for additional information related to Upsilon RFO. Unlike other (re)insurers, such as the Class 3B and Class 4 insurers discussed above, SPIs are fully funded to meet their (re)insurance obligations and are not exposed
to insolvency, therefore
the application and supervision processes are streamlined to facilitate the transparent structure. Further, the BMA has the discretion to modify such insurer’s reporting requirements under the Insurance Act. Like other (re)insurers,
the principal representative of an SPI has a duty to inform the BMA in relation to solvency matters, where applicable. Upsilon RFO applied for and received a direction from the BMA, which, subject to specified conditions, modified its filing
requirements in respect of statutory financial statements for the year ended December 31, 2018 and 2017.
U.S.-Domiciled Insurance Entities
The Company has a
U.S.-domiciled insurance subsidiary, Renaissance Reinsurance U.S., which was acquired on March 2, 2015 and is subject to statutory accounting principles as defined by the National Association of Insurance Commissioners (the “NAIC”). The
NAIC uses a risk-based capital ("RBC") model to monitor and regulate the solvency of licensed life, health, and property and casualty insurance and reinsurance companies. Renaissance Reinsurance U.S. is domiciled in Maryland, which has adopted the
NAIC's model law.
Laws and regulations in the U.S. establish minimum capital adequacy levels
and grant regulators the authority to take specific actions based on the level of impairment. Based on Maryland’s adoption of the RBC model of the NAIC, the first level at which action is required is Company Action Level (“CAL”)
RBC. If Renaissance Reinsurance U.S.’s total adjusted capital is less than CAL RBC (but greater than Regulatory Action Level (“RAL”) RBC), then Renaissance Reinsurance U.S. must file an RBC plan with the Maryland Insurance
Commissioner (the "Commissioner"). If Renaissance Reinsurance U.S.’s total adjusted capital is less than RAL RBC, then the Commissioner must take certain regulatory actions.
Under Maryland insurance law, Renaissance Reinsurance U.S. must notify the Commissioner
within five business days after the declaration of any dividend or distribution, other than an extraordinary dividend or extraordinary distribution, and notify the Commissioner at least ten days prior to the payment or distribution thereof. The
Commissioner has the right to prevent payment of such a dividend or such a distribution if the Commissioner determines, in the Commissioner's discretion, that after the payment thereof, the policyholders' surplus of Renaissance Reinsurance U.S.
would be inadequate or could cause Renaissance Reinsurance U.S. to be in a hazardous financial condition. Renaissance Reinsurance U.S. must give at least 30 days prior notice to the Commissioner before paying an extraordinary dividend or making an
extraordinary distribution. Extraordinary dividends and extraordinary distributions are dividends or distributions which, together with any other dividends and distributions paid during the immediately preceding twelve-month period, would exceed the
lesser of:
|
|
• |
10% of the insurer's statutory policyholders' surplus (as determined under statutory accounting principles)
as of December 31 of the prior year; or |
|
|
• |
the insurer's net investment income excluding realized capital gains (as determined under statutory
accounting principles) for the twelve-month period ending on December 31 of the prior year and pro rata distributions of any class of the insurer's securities, plus any amounts of net investment income (subject to the foregoing exclusions) in the
three calendar years prior to the preceding year which have not been paid out as dividends. |
At December 31, 2018, Renaissance Reinsurance U.S. had an
ordinary dividend capacity of $31.2 million which can be paid in 2019.
Renaissance Reinsurance U.S. is required to file statutory basis
financial statements with the Maryland Insurance Administration, as its domestic regulator, with the NAIC and with insurance regulators in certain other states where it is licensed, authorized or accredited to do business. The operations of
Renaissance Reinsurance U.S. are subject to examination by those state insurance regulators at any time. The Company is currently completing the 2018 statutory basis financial statements for Renaissance Reinsurance U.S., which must be filed with the NAIC, on or before March 1, 2019. At this time, the Company believes Renaissance Reinsurance U.S. will exceed the CAL.
U.K.-Domiciled Syndicate 1458
RenaissanceRe CCL and
Syndicate 1458 are subject to oversight by the Council of Lloyd’s. RSML is authorized by the U.K.’s Prudential Regulation Authority and regulated by the Financial Conduct Authority under the Financial Services and Markets Act 2000.
Underwriting capacity of a member of Lloyd’s must be
supported by providing a deposit in the
form of cash, securities or letters of credit, which are referred to as FAL. This amount is determined by Lloyd’s and is based on Syndicate 1458’s solvency and capital requirement as calculated through its internal model. In addition, if
the FAL are not sufficient to cover all losses, the Lloyd’s Central Fund provides an additional discretionary level of security for policyholders.
Multi-Beneficiary Reinsurance Trusts
Each of Renaissance Reinsurance
and DaVinci was approved as a Trusteed Reinsurer in the state of New York and established a multi-beneficiary reinsurance trust (“MBRT”) to collateralize its (re)insurance liabilities associated with U.S. domiciled cedants. The MBRTs are
subject to the rules and regulations of the state of New York and the respective deed of trust, including but not limited to certain minimum capital funding requirements, investment guidelines, capital distribution restrictions and regulatory
reporting requirements. Assets held under trust at December 31, 2018 with respect to the MBRTs
totaled $1.2 billion and $385.8 million for Renaissance Reinsurance and DaVinci, respectively (2017 – $1.2
billion and $377.0 million, respectively),
compared to the minimum amount required under U.S. state regulations of $1.1 billion and $356.9 million, respectively
(2017 – $1.1 billion and $326.9
million, respectively).
Multi-Beneficiary Reduced
Collateral Reinsurance Trusts
Each of Renaissance Reinsurance and DaVinci has been approved as a
“certified reinsurer” eligible for collateral reduction in Connecticut, Delaware, Florida, Indiana, Maryland and New York, and are authorized to provide reduced collateral equal to 20% and 50%, respectively, of their net outstanding insurance liabilities to insurers domiciled in each of those states. Each of Renaissance Reinsurance and DaVinci has established a multi-beneficiary reduced
collateral reinsurance trust (“RCT”) to collateralize its (re)insurance liabilities associated with cedants domiciled in those states. Because the RCTs were established in New York, they are subject to the rules and regulations of the
state of New York including but not limited to certain minimum capital funding requirements, investment guidelines, capital distribution restrictions and regulatory reporting requirements. Assets held under trust at December 31, 2018 with respect to the RCTs totaled $50.3 million and $63.2
million for Renaissance Reinsurance and DaVinci, respectively (2017 - $49.4 million and $62.0
million, respectively), compared to the minimum amount required under U.S. state regulations of $36.8
million and $26.9 million, respectively
(2017 - $39.7 million and $46.0 million, respectively).
NOTE 18. DERIVATIVE INSTRUMENTS
From time to time, the Company may enter into
derivative instruments such as futures, options, swaps, forward contracts and other derivative contracts primarily to manage its foreign currency exposure, obtain exposure to a particular financial market, for yield enhancement, or for trading and
speculation. The Company’s derivative instruments can be exchange traded or over-the-counter, with over-the-counter derivatives generally traded under International Swaps and Derivatives Association master agreements, which establish the terms
of the transactions entered into with the Company’s derivative counterparties. In the event a party becomes insolvent or otherwise defaults on its obligations, a master agreement generally permits the non-defaulting party to accelerate and
terminate all outstanding transactions and net the transactions’ marked-to-market values so that a single sum in a single currency will be owed by, or owed to, the non-defaulting party. Effectively, this contractual close-out netting reduces
credit exposure from gross to net exposure. Where the Company has entered into master netting agreements with counterparties, or the Company has the legal and contractual right to offset positions, the derivative positions are generally netted by
counterparty and are reported accordingly in other assets and other liabilities.
The tables below show the gross and net amounts of
recognized derivative assets and liabilities at fair value, including the location on the consolidated balance sheets of the Company’s principal derivative
instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative
Assets |
|
|
At
December 31, 2018 |
Gross Amounts of Recognized Assets |
|
Gross Amounts Offset in the Balance Sheet |
|
Net Amounts of Assets Presented in the Balance Sheet |
|
Balance Sheet Location |
|
Collateral |
|
Net Amount |
|
|
Interest rate futures |
$ |
2,361 |
|
|
1,660
|
|
|
$ |
701 |
|
|
Other assets |
|
$ |
— |
|
|
$ |
701 |
|
|
|
Interest rate
swaps |
860 |
|
|
— |
|
|
860 |
|
|
Other assets |
|
— |
|
|
860 |
|
|
|
Foreign currency forward contracts (1) |
16,459 |
|
|
2,260 |
|
|
14,199 |
|
|
Other
assets |
|
— |
|
|
14,199 |
|
|
|
Foreign
currency forward contracts (2) |
3,194 |
|
|
71 |
|
|
3,123 |
|
|
Other assets |
|
— |
|
|
3,123 |
|
|
|
Total |
$ |
22,874
|
|
|
$ |
3,991
|
|
|
$ |
18,883
|
|
|
|
|
$ |
—
|
|
|
$ |
18,883
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative
Liabilities |
|
|
At
December 31, 2018 |
Gross Amounts of Recognized Liabilities |
|
Gross Amounts Offset in the Balance Sheet |
|
Net Amounts of Liabilities Presented in the Balance Sheet |
|
Balance Sheet Location |
|
Collateral Pledged |
|
Net Amount |
|
|
Interest rate futures |
$ |
1,887 |
|
|
1,670
|
|
|
$ |
217 |
|
|
Other liabilities |
|
$ |
217 |
|
|
$ |
— |
|
|
|
Interest rate
swaps |
506 |
|
|
— |
|
|
506 |
|
|
Other liabilities |
|
254 |
|
|
252 |
|
|
|
Foreign currency forward contracts (1) |
4,154 |
|
|
— |
|
|
4,154 |
|
|
Other
liabilities |
|
— |
|
|
4,154 |
|
|
|
Foreign
currency forward contracts (2) |
72 |
|
|
71 |
|
|
1 |
|
|
Other liabilities |
|
— |
|
|
1 |
|
|
|
Credit default
swaps |
1,606 |
|
|
— |
|
|
1,606 |
|
|
Other
liabilities |
|
1,605 |
|
|
1 |
|
|
|
Total
|
$
|
8,225 |
|
|
$
|
1,741 |
|
|
$
|
6,484 |
|
|
|
|
$
|
2,076 |
|
|
$
|
4,408 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Contracts used to manage foreign currency risks in underwriting and non-investment
operations. |
|
|
(2) |
Contracts used to manage foreign currency risks in investment
operations. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative
Assets |
|
|
At
December 31, 2017 |
Gross Amounts of Recognized Assets |
|
Gross Amounts Offset in the Balance Sheet |
|
Net Amounts of Assets Presented in the Balance Sheet |
|
Balance Sheet Location |
|
Collateral |
|
Net Amount |
|
|
Interest rate futures |
$ |
684 |
|
|
524
|
|
|
$ |
160 |
|
|
Other assets |
|
$ |
— |
|
|
$ |
160 |
|
|
|
Interest rate
swaps |
424 |
|
|
— |
|
|
424 |
|
|
Other assets |
|
— |
|
|
424 |
|
|
|
Foreign currency forward contracts (1) |
3,865 |
|
|
358 |
|
|
3,507 |
|
|
Other
assets |
|
— |
|
|
3,507 |
|
|
|
Foreign
currency forward contracts (2) |
39 |
|
|
11 |
|
|
28 |
|
|
Other assets |
|
— |
|
|
28 |
|
|
|
Credit default swaps |
1,518 |
|
|
— |
|
|
1,518 |
|
|
Other
assets |
|
— |
|
|
1,518 |
|
|
|
Total
|
$
|
6,530 |
|
|
$
|
893 |
|
|
$
|
5,637 |
|
|
|
|
$
|
— |
|
|
$
|
5,637 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative
Liabilities |
|
|
At December 31, 2017 |
Gross Amounts of Recognized Liabilities |
|
Gross Amounts Offset in the Balance Sheet |
|
Net Amounts of Liabilities Presented in the Balance Sheet |
|
Balance Sheet Location |
|
Collateral Pledged |
|
Net Amount |
|
|
Interest rate
futures |
$ |
729 |
|
|
524 |
|
|
$ |
205 |
|
|
Other
liabilities |
|
$ |
205 |
|
|
$ |
— |
|
|
|
Foreign currency forward contracts (1) |
670 |
|
|
— |
|
|
670 |
|
|
Other
liabilities |
|
— |
|
|
670 |
|
|
|
Foreign
currency forward contracts (2) |
115 |
|
|
11 |
|
|
104 |
|
|
Other liabilities |
|
— |
|
|
104 |
|
|
|
Credit default swaps |
22 |
|
|
— |
|
|
22 |
|
|
Other
liabilities |
|
22 |
|
|
— |
|
|
|
Total
|
$
|
1,536 |
|
|
$
|
535 |
|
|
$
|
1,001 |
|
|
|
|
$
|
227 |
|
|
$
|
774 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Contracts used to manage foreign currency risks in underwriting and non-investment
operations. |
|
|
(2) |
Contracts used to manage foreign currency risks in investment
operations. |
Refer to “Note 4. Investments” for information on reverse repurchase
agreements.
The location and amount of the gain (loss) recognized in
the Company’s consolidated statements of operations related to its principal derivative instruments are shown in the following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Location
of gain (loss)
recognized on derivatives
|
|
Amount
of gain (loss) recognized on
derivatives
|
|
|
Year ended December
31, |
|
|
2018 |
|
2017 |
|
2016 |
|
|
Interest rate futures |
Net realized and unrealized (losses) gains on investments |
|
$ |
(5,594 |
) |
|
$ |
(3,252 |
) |
|
$ |
(17,379 |
) |
|
|
Interest rate
swaps |
Net realized and unrealized (losses) gains on
investments |
|
(84 |
) |
|
436 |
|
|
— |
|
|
|
Foreign currency forward contracts (1) |
Net foreign exchange
(losses) gains |
|
3,840 |
|
|
9,628 |
|
|
(6,937 |
) |
|
|
Foreign
currency forward contracts (2) |
Net foreign exchange (losses)
gains |
|
5,736 |
|
|
(916 |
) |
|
(1,591 |
) |
|
|
Credit default swaps |
Net realized and unrealized (losses) gains on investments |
|
(3,106 |
) |
|
326 |
|
|
1,965 |
|
|
|
Total
|
|
|
$
|
792 |
|
|
$
|
6,222 |
|
|
$
|
(23,942 |
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Contracts used to manage foreign currency risks in underwriting and non-investment
operations. |
|
|
(2) |
Contracts used to manage foreign currency risks in investment
operations. |
The Company is not aware of the existence of any credit-risk related contingent features that it
believes would be triggered in its derivative instruments that are in a net liability position at December 31, 2018.
Interest Rate
Derivatives
The Company uses interest rate futures and swaps within its portfolio of fixed maturity investments to manage its
exposure to interest rate risk, which may result in increasing or decreasing its exposure to this risk.
Interest Rate Futures
The fair value of interest rate futures is determined using exchange traded prices. At December 31, 2018, the Company had $1.9 billion of notional long positions
and $545.8 million of notional short positions of primarily Eurodollar, U.S. treasury and non-U.S.
dollar futures contracts (2017 – $1.5 billion and $801.1
million, respectively).
Interest Rate
Swaps
The fair value of interest rate swaps is determined using the relevant exchange traded price where
available or a discounted cash flow model based on the terms of the contract and inputs, including, where applicable, observable yield curves. At December 31, 2018, the Company had $78.4 million of notional positions paying a fixed rate and $32.1 million receiving a fixed rate denominated in U.S. dollar swap contracts (2017 - $40.3 million and $Nil,
respectively).
Foreign Currency
Derivatives
The Company’s functional currency is the U.S. dollar. The Company writes a portion of its business in
currencies other than U.S. dollars and may, from time to time, experience foreign exchange gains and losses in the Company’s consolidated financial statements. All changes in exchange rates, with the exception of non-monetary assets and
liabilities, are recognized in the Company’s consolidated statements of operations.
Underwriting
Operations Related Foreign Currency Contracts
The Company’s foreign currency policy with regard to its underwriting
operations is generally to hold foreign currency assets, including cash, investments and receivables that approximate the foreign currency liabilities, including claims and claim expense reserves and reinsurance balances payable. When
necessary, the Company may use foreign currency forward and
option contracts to minimize the effect of fluctuating foreign currencies on the value of non-U.S. dollar denominated assets and liabilities associated with its underwriting operations. The fair value of the Company’s underwriting operations
related foreign currency contracts is determined using indicative pricing obtained from counterparties or broker quotes. At December 31, 2018, the Company had outstanding underwriting related foreign currency contracts of $354.1 million in notional long positions and $601.2 million in
notional short positions, denominated in U.S. dollars (2017 – $215.4 million and
$44.2 million,
respectively).
Investment Portfolio Related Foreign Currency Forward
Contracts
The Company’s investment operations are exposed to currency fluctuations through its investments in non-U.S.
dollar fixed maturity investments, short term investments and other investments. From time to time, the Company may employ foreign currency forward contracts in its investment portfolio to either assume foreign currency risk or to economically hedge
its exposure to currency fluctuations from these investments. The fair value of the Company’s investment portfolio related foreign currency forward contracts is determined using an interpolated rate based on closing forward market rates. At
December 31, 2018, the Company had outstanding investment portfolio related foreign currency
contracts of $121.3 million in notional long positions and $42.9 million in notional short positions, denominated in U.S. dollars (2017 – $16.6
million and $5.1 million,
respectively).
Credit Derivatives
The Company’s exposure to credit risk is primarily due to its fixed maturity investments, short term investments, premiums receivable and reinsurance recoverable. From time to time, the Company
may purchase credit derivatives to hedge its exposures in the insurance industry, and to assist in managing the credit risk associated with ceded reinsurance. The Company also employs credit derivatives in its investment portfolio to either assume
credit risk or hedge its credit exposure. The fair value of credit derivatives is determined using industry valuation models, broker bid indications or internal pricing valuation techniques. The fair value of these credit derivatives can change
based on a variety of factors including changes in credit spreads, default rates and recovery rates, the correlation of credit risk between the referenced credit and the counterparty, and market rate inputs such as interest rates. At December 31, 2018, the Company had outstanding credit derivatives of $1.0 million in notional positions to hedge credit risk and $126.2 million in notional positions to assume credit risk, denominated in U.S. dollars (2017 – $1.0
million and $18.8 million,
respectively).
NOTE
19. COMMITMENTS, CONTINGENCIES AND OTHER ITEMS
CONCENTRATION OF CREDIT
RISK
Instruments which potentially subject the Company to concentration of credit risk consist principally of investments,
including the Company’s equity method investments, cash, premiums receivable and reinsurance balances. The Company limits the amount of credit exposure to any one financial institution and, except for U.S. Government and money market
securities, none of the Company’s investments exceeded 10% of shareholders’ equity at
December 31, 2018. See “Note 6. Reinsurance”, for information with respect to reinsurance
recoverable.
EMPLOYMENT AGREEMENTS
The Board of Directors has authorized the execution of employment agreements between the Company and certain officers. These agreements provide for, among other things, severance payments under certain
circumstances, as well as accelerated vesting of options and certain restricted stock grants, upon a change in control, as defined in the employment agreements and the Company’s stock incentive
plans.
LETTERS OF CREDIT AND OTHER COMMITMENTS
At December 31, 2018, the Company’s banks have
issued letters of credit of $510.6 million in favor of certain ceding companies. In connection with
the Company’s Top Layer Re joint venture, Renaissance Reinsurance has committed $37.5
million of collateral to support a letter of credit and is obligated to make a mandatory capital contribution of up to $50.0 million in the event that a loss reduces Top Layer Re’s capital
and surplus below a specified level. The letters of credit
are secured by cash and investments of similar amounts.
See “Note
8. Debt and Credit Facilities” for additional information related to the Company’s debt and credit
facilities.
PRIVATE EQUITY AND INVESTMENT
COMMITMENTS
The Company has committed capital to private equity investments, other investments and investments in other
ventures of $1.2 billion, of which $686.4 million has been contributed at December 31, 2018. The Company’s remaining commitments to these investments at December 31, 2018 totaled $470.8 million. These commitments do not have a defined contractual commitment
date.
INDEMNIFICATIONS AND WARRANTIES
In the ordinary course of its business, the Company may enter into contracts or agreements that contain indemnifications or warranties. Future events could occur that lead to the execution of these
provisions against the Company. Based on past experience, management currently believes that the likelihood of such an event is remote.
OPERATING AND CAPITAL LEASES
The Company leases office space under operating leases
which expire at various dates through 2027. Future minimum lease payments under existing operating leases are expected to be as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Minimum
lease payments
|
|
|
2019 |
$ |
7,137 |
|
|
|
2020 |
5,294 |
|
|
|
2021 |
4,934 |
|
|
|
2022 |
4,225 |
|
|
|
2023 |
1,530 |
|
|
|
After 2023 |
298 |
|
|
|
Future minimum lease payments
under existing operating leases |
$ |
23,418
|
|
|
|
|
|
|
The Company’s capital leases primarily
relate to office space in Bermuda with an initial lease term of 20 years, ending in 2028, and a
bargain renewal option for an additional 30 years. The future minimum lease payments of the
Company’s capital leases are detailed below, and relate principally to the transaction noted above, excluding the bargain renewal
option.
|
|
|
|
|
|
|
|
|
|
|
|
|
Minimum
lease payments
|
|
|
2019 |
$ |
3,331 |
|
|
|
2020 |
3,336 |
|
|
|
2021 |
3,336 |
|
|
|
2022 |
3,336 |
|
|
|
2023 |
2,830 |
|
|
|
After 2023 |
12,790 |
|
|
|
Future minimum lease payments
under existing capital leases |
$ |
28,959
|
|
|
|
|
|
|
LITIGATION
The Company and its subsidiaries are subject to lawsuits and regulatory actions in the normal course of business that do not arise from or directly relate to claims on reinsurance treaties or contracts
or direct surplus lines insurance policies. In the Company’s industry, business litigation may involve allegations of underwriting or claims-handling errors or misconduct, disputes relating to the scope of, or compliance with, the terms of
delegated underwriting agreements, employment claims, regulatory actions or disputes arising from the Company’s business ventures. The Company’s operating subsidiaries are subject to claims litigation involving, among other things,
disputed interpretations of policy coverages. Generally, the Company’s direct surplus lines insurance operations are subject to greater frequency and diversity of claims and claims-related litigation than its reinsurance operations and, in
some jurisdictions, may be subject to direct actions by allegedly injured persons or entities seeking damages from policyholders. These lawsuits, involving or arising out of claims on policies issued by the Company’s subsidiaries which
are typical to the insurance industry in general and in the normal course of business, are considered in its loss and loss expense reserves which are discussed in “Note 7. Reserve for Claims and Claim Expenses”. In addition, the Company may from time to time engage in litigation or arbitration related to its claims for payment in respect of ceded reinsurance,
including disputes that challenge the Company’s ability to enforce its underwriting intent. Such matters could result, directly or indirectly, in providers of protection not meeting their obligations to the Company or not doing so on a timely
basis. The Company may also be subject to other disputes from time to time, relating to operational or other matters distinct from insurance or reinsurance claims. Any litigation or arbitration, or regulatory process, contains an element of
uncertainty, and the value of an exposure or a gain contingency related to a dispute is difficult to estimate accordingly. Currently, the Company believes that no individual litigation or arbitration to which it is presently a party is likely to
have a material adverse effect on its financial condition, business or operations.
ACQUISITION OF TOKIO MILLENNIUM
RE
See “Note 20. Acquisition of Tokio Millennium Re” for information related to the obligations of the Company with respect to the TMR Stock
Purchase.
NOTE 20. ACQUISITION OF TOKIO MILLENNIUM
RE
Pursuant to the TMR Stock
Purchase Agreement, the aggregate consideration for the TMR Stock Purchase consists of: (i) an amount in cash equal to the product of (x) the closing tangible book value of the TMR Group Entities (calculated as set forth in the TMR Stock
Purchase Agreement) prior to taking into account the pre-closing dividend (if any) (as described in the paragraph below) and the amounts payable to Tokio at the closing under the Reserve Development Agreement and Third Party Capital Agreement (as
defined in the TMR Stock Purchase Agreement) (the “ADC/TPC Amount”) and (y) 1.02, less an amount equal to the sum of
(1) the amount of the pre-closing dividend (if any), and (2) the ADC/TPC Amount, plus solely in the event the 30 trading day
volume-weighted average closing RenaissanceRe share price (the “Closing RenaissanceRe Share Price”) is less than or equal to $128.37 (the “Signing RenaissanceRe Share Price”), the amount by which (A) $250.0
million exceeds (B) the product of (I) the RenaissanceRe Share Amount (as defined below) and (II) the Closing RenaissanceRe Share Price; and (ii) a number of common
shares of the Company equal to (a) if the Closing RenaissanceRe Share Price is less than or equal to the Signing RenaissanceRe Share Price, an amount equal to the quotient obtained by dividing (1) $250.0 million by (2) the Signing RenaissanceRe Share Price, or (b) if the Signing RenaissanceRe Share Price is less than the Closing
RenaissanceRe Share Price, an amount equal to the quotient obtained by dividing (1) $250.0 million by (2) the Closing
RenaissanceRe Share Price, in either case of clause (a) or (b), rounded down to the nearest whole number (the “RenaissanceRe Share Amount”).
Under the terms of the TMR Stock Purchase Agreement, Tokio will use its reasonable best efforts to cause TMR AG and/or TMR UK to, subject to regulatory approvals, pay to Tokio, prior to closing, one or more
dividends in an aggregate amount equal to $275.0 million (or a lesser amount as mutually agreed by the Company and Tokio), provided
that Tokio shall use its reasonable best efforts to maximize the amount of such dividend in an amount up to $500.0 million (or a lesser
amount as mutually agreed by the Company and Tokio).
In connection with the TMR Stock Purchase Agreement,
Tokio, TMR AG and TMR UK have agreed to enter into a Reserve Development Agreement at the closing whereby TMR AG and TMR UK will agree to cede to Tokio, and Tokio will agree to indemnify and reimburse TMR AG and TMR UK for, substantially all of TMR
AG and TMR UK’s adverse development on stated reserves at time of Closing including unearned premium reserves, subject to the terms and conditions of the Reserve Development
Agreement.
The TMR Stock Purchase is expected to close in the first half of 2019, subject to the closing
conditions described above and contained in the TMR Stock Purchase
Agreement.
NOTE 21. QUARTERLY FINANCIAL INFORMATION
(UNAUDITED)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter
Ended
March 31,
|
|
Quarter
Ended
June 30,
|
|
Quarter
Ended
September 30,
|
|
Quarter
Ended
December 31,
|
|
|
|
2018 |
|
2017 |
|
2018 |
|
2017 |
|
2018 |
|
2017 |
|
2018 |
|
2017 |
|
|
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross premiums
written |
$
|
1,159,652 |
|
|
$
|
922,090 |
|
|
$
|
977,343 |
|
|
$
|
827,415 |
|
|
$
|
625,677 |
|
|
$
|
640,269 |
|
|
$
|
547,755 |
|
|
$
|
407,766 |
|
|
|
Net premiums written |
$ |
663,044 |
|
|
$ |
544,136 |
|
|
$ |
604,509 |
|
|
$ |
555,745 |
|
|
$ |
453,255 |
|
|
$ |
483,221 |
|
|
$ |
411,094 |
|
|
$ |
288,223 |
|
|
|
(Increase) decrease in unearned premiums |
(222,762
|
)
|
|
(178,091
|
)
|
|
(175,124
|
)
|
|
(173,480
|
)
|
|
78,594
|
|
|
64,571
|
|
|
163,519
|
|
|
133,250
|
|
|
|
Net premiums earned |
440,282 |
|
|
366,045 |
|
|
429,385 |
|
|
382,265 |
|
|
531,849 |
|
|
547,792 |
|
|
574,613 |
|
|
421,473 |
|
|
|
Net investment
income |
56,476 |
|
|
54,325 |
|
|
71,356 |
|
|
54,163 |
|
|
80,696 |
|
|
40,257 |
|
|
53,338 |
|
|
73,464 |
|
|
|
Net foreign
exchange gains (losses) |
3,757 |
|
|
8,165 |
|
|
(10,687 |
) |
|
3,109 |
|
|
(4,566 |
) |
|
(156 |
) |
|
(932 |
) |
|
(490 |
) |
|
|
Equity in earnings (losses) of other ventures |
857 |
|
|
(1,507 |
) |
|
5,826 |
|
|
5,543 |
|
|
7,648 |
|
|
1,794 |
|
|
4,143 |
|
|
2,200 |
|
|
|
Other (loss) income |
(1,242 |
) |
|
1,665 |
|
|
1,225 |
|
|
2,392 |
|
|
497 |
|
|
2,996 |
|
|
5,489 |
|
|
2,362 |
|
|
|
Net realized and unrealized (losses) gains on investments |
(82,144 |
) |
|
43,373 |
|
|
(17,901 |
) |
|
58,113 |
|
|
13,630 |
|
|
42,052 |
|
|
(88,654 |
) |
|
(7,716 |
) |
|
|
Total
revenues |
417,986
|
|
|
472,066
|
|
|
479,204
|
|
|
505,585
|
|
|
629,754
|
|
|
634,735
|
|
|
547,997
|
|
|
491,293
|
|
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net claims and
claim expenses incurred |
171,703 |
|
|
193,081 |
|
|
60,167 |
|
|
142,587 |
|
|
410,510 |
|
|
1,221,696 |
|
|
477,638 |
|
|
304,064 |
|
|
|
Acquisition
costs |
97,711 |
|
|
83,282 |
|
|
105,052 |
|
|
88,251 |
|
|
109,761 |
|
|
76,761 |
|
|
120,465 |
|
|
98,598 |
|
|
|
Operational expenses |
41,272 |
|
|
47,283 |
|
|
37,543 |
|
|
41,766 |
|
|
40,593 |
|
|
42,537 |
|
|
58,859 |
|
|
29,192 |
|
|
|
Corporate
expenses |
6,733 |
|
|
5,286 |
|
|
8,301 |
|
|
4,636 |
|
|
6,841 |
|
|
4,413 |
|
|
12,108 |
|
|
4,237 |
|
|
|
Interest expense |
11,767 |
|
|
10,526 |
|
|
11,768 |
|
|
10,091 |
|
|
11,769 |
|
|
11,799 |
|
|
11,765 |
|
|
11,777 |
|
|
|
Total expenses |
329,186 |
|
|
339,458 |
|
|
222,831 |
|
|
287,331 |
|
|
579,474 |
|
|
1,357,206 |
|
|
680,835 |
|
|
447,868 |
|
|
|
Income (loss) before taxes |
88,800 |
|
|
132,608 |
|
|
256,373 |
|
|
218,254 |
|
|
50,280 |
|
|
(722,471 |
) |
|
(132,838 |
) |
|
43,425 |
|
|
|
Income tax benefit
(expense) |
3,407
|
|
|
(334
|
)
|
|
(4,506
|
)
|
|
(3,904
|
)
|
|
(1,451
|
)
|
|
18,977
|
|
|
8,852
|
|
|
(41,226
|
)
|
|
|
Net income
(loss) |
92,207 |
|
|
132,274 |
|
|
251,867 |
|
|
214,350 |
|
|
48,829 |
|
|
(703,494 |
) |
|
(123,986 |
) |
|
2,199 |
|
|
|
Net (income) loss attributable to redeemable noncontrolling interests |
(29,899
|
)
|
|
(34,327
|
)
|
|
(54,483
|
)
|
|
(37,612
|
)
|
|
(6,440
|
)
|
|
204,277
|
|
|
49,269
|
|
|
(56
|
)
|
|
|
Net income (loss) available (attributable) to RenaissanceRe |
62,308 |
|
|
97,947 |
|
|
197,384 |
|
|
176,738 |
|
|
42,389 |
|
|
(499,217 |
) |
|
(74,717 |
) |
|
2,143 |
|
|
|
Dividends on preference shares |
(5,595
|
)
|
|
(5,595
|
)
|
|
(5,596
|
)
|
|
(5,596
|
)
|
|
(9,708
|
)
|
|
(5,595
|
)
|
|
(9,189
|
)
|
|
(5,595
|
)
|
|
|
Net income (loss) available (attributable) to RenaissanceRe common shareholders |
$ |
56,713 |
|
|
$ |
92,352 |
|
|
$ |
191,788 |
|
|
$ |
171,142 |
|
|
$ |
32,681 |
|
|
$ |
(504,812 |
) |
|
$ |
(83,906 |
) |
|
$ |
(3,452 |
) |
|
|
Net income (loss) available (attributable) to RenaissanceRe common shareholders per common share – basic |
$ |
1.42 |
|
|
$ |
2.26 |
|
|
$ |
4.78 |
|
|
$ |
4.25 |
|
|
$ |
0.82 |
|
|
$ |
(12.75 |
) |
|
$ |
(2.10 |
) |
|
$ |
(0.09 |
) |
|
|
Net income (loss)
available (attributable) to RenaissanceRe common shareholders per common share – diluted |
$ |
1.42 |
|
|
$ |
2.25 |
|
|
$ |
4.78 |
|
|
$ |
4.24 |
|
|
$ |
0.82 |
|
|
$ |
(12.75 |
) |
|
$ |
(2.10 |
) |
|
$ |
(0.09 |
) |
|
|
Average shares outstanding
– basic |
39,552 |
|
|
40,408 |
|
|
39,641 |
|
|
39,937 |
|
|
39,624 |
|
|
39,591 |
|
|
40,111 |
|
|
39,478 |
|
|
|
Average shares
outstanding – diluted |
39,599 |
|
|
40,623 |
|
|
39,654 |
|
|
40,024 |
|
|
39,637 |
|
|
39,591 |
|
|
40,111 |
|
|
39,478 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOTE 22. CONDENSED CONSOLIDATING FINANCIAL INFORMATION PROVIDED IN CONNECTION WITH OUTSTANDING DEBT OF SUBSIDIARIES
The following tables present condensed consolidating balance
sheets at December 31, 2018 and 2017, condensed consolidating statements of operations, condensed consolidating statements of comprehensive income
(loss) and condensed consolidating statements of cash flows for the years ended December 31, 2018,
2017 and
2016, respectively. Each of RRNAH and RenaissanceRe Finance is a 100% owned subsidiary of RenaissanceRe. On June 1, 2017, the Platinum Finance Notes matured and the Company repaid the aggregate principal amount
plus applicable accrued interest in full. Platinum Finance was subsequently dissolved on November 30, 2017. Prior to the liquidation of Platinum Finance, it was a 100% owned subsidiary of RenaissanceRe. For additional information related to the terms of the Company’s outstanding debt securities, see “Note 8. Debt and Credit
Facilities”.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Consolidating Balance Sheet at December
31, 2018 |
RenaissanceRe Holdings Ltd. (Parent Guarantor) |
|
RenRe North America Holdings Inc. (Subsidiary Issuer) |
|
RenaissanceRe Finance, Inc. (Subsidiary Issuer) |
|
Other RenaissanceRe Holdings Ltd. Subsidiaries and Eliminations (Non-guarantor Subsidiaries) (1) |
|
Consolidating Adjustments (2) |
|
RenaissanceRe Consolidated |
Assets |
|
|
|
|
|
|
|
|
|
|
|
Total investments |
$ |
313,360 |
|
|
$ |
77,842 |
|
|
$ |
28,885 |
|
|
$ |
11,465,660 |
|
|
$ |
— |
|
|
$ |
11,885,747 |
|
Cash and cash
equivalents |
3,534 |
|
|
3,350 |
|
|
9,604 |
|
|
1,091,434 |
|
|
— |
|
|
1,107,922 |
|
Investments in subsidiaries |
4,414,475 |
|
|
58,458 |
|
|
1,215,663 |
|
|
— |
|
|
(5,688,596 |
) |
|
— |
|
Due from
subsidiaries and affiliates |
57,039 |
|
|
101,579 |
|
|
— |
|
|
— |
|
|
(158,618 |
) |
|
— |
|
Premiums receivable |
— |
|
|
— |
|
|
— |
|
|
1,537,188 |
|
|
— |
|
|
1,537,188 |
|
Prepaid reinsurance
premiums |
— |
|
|
— |
|
|
— |
|
|
616,185 |
|
|
— |
|
|
616,185 |
|
Reinsurance recoverable |
— |
|
|
— |
|
|
— |
|
|
2,372,221 |
|
|
— |
|
|
2,372,221 |
|
Accrued investment
income |
1,046 |
|
|
310 |
|
|
127 |
|
|
49,828 |
|
|
— |
|
|
51,311 |
|
Deferred acquisition costs |
— |
|
|
— |
|
|
— |
|
|
476,661 |
|
|
— |
|
|
476,661 |
|
Receivable for
investments sold |
203 |
|
|
23,885 |
|
|
— |
|
|
232,328 |
|
|
— |
|
|
256,416 |
|
Other assets |
458,842 |
|
|
22,571 |
|
|
313,636 |
|
|
(1,403,636 |
) |
|
743,714 |
|
|
135,127 |
|
Goodwill and other
intangible assets |
120,476 |
|
|
— |
|
|
— |
|
|
116,942 |
|
|
— |
|
|
237,418 |
|
Total assets |
$ |
5,368,975
|
|
|
$ |
287,995
|
|
|
$ |
1,567,915
|
|
|
$ |
16,554,811
|
|
|
$ |
(5,103,500
|
) |
|
$ |
18,676,196
|
|
Liabilities,
Noncontrolling Interests and Shareholders’ Equity |
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
Reserve for claims
and claim expenses |
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
6,076,271 |
|
|
$ |
— |
|
|
$ |
6,076,271 |
|
Unearned premiums |
— |
|
|
— |
|
|
— |
|
|
1,716,021 |
|
|
— |
|
|
1,716,021 |
|
Debt |
300,000 |
|
|
— |
|
|
843,086 |
|
|
148,041 |
|
|
(300,000 |
) |
|
991,127 |
|
Amounts due to subsidiaries and affiliates |
6,453 |
|
|
217 |
|
|
102,243 |
|
|
— |
|
|
(108,913 |
) |
|
— |
|
Reinsurance balances
payable |
— |
|
|
— |
|
|
— |
|
|
1,902,056 |
|
|
— |
|
|
1,902,056 |
|
Payable for investments purchased |
— |
|
|
24 |
|
|
— |
|
|
380,308 |
|
|
— |
|
|
380,332 |
|
Other
liabilities |
17,442 |
|
|
5,362 |
|
|
13,918 |
|
|
482,422 |
|
|
(5,535 |
) |
|
513,609 |
|
Total liabilities |
323,895 |
|
|
5,603 |
|
|
959,247 |
|
|
10,705,119 |
|
|
(414,448 |
) |
|
11,579,416 |
|
Redeemable
noncontrolling interests |
— |
|
|
— |
|
|
— |
|
|
2,051,700 |
|
|
— |
|
|
2,051,700 |
|
Shareholders’ Equity |
|
|
|
|
|
|
|
|
|
|
|
Total shareholders’ equity |
5,045,080 |
|
|
282,392 |
|
|
608,668 |
|
|
3,797,992 |
|
|
(4,689,052 |
) |
|
5,045,080 |
|
Total liabilities, noncontrolling interests and shareholders’ equity |
$ |
5,368,975
|
|
|
$ |
287,995
|
|
|
$ |
1,567,915
|
|
|
$ |
16,554,811
|
|
|
$ |
(5,103,500
|
) |
|
$ |
18,676,196
|
|
|
|
(1) |
Includes all other subsidiaries of RenaissanceRe Holdings Ltd. and
eliminations. |
|
|
(2) |
Includes Parent Guarantor and Subsidiary Issuer consolidating
adjustments. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Consolidating Balance Sheet at December
31, 2017 |
RenaissanceRe
Holdings
Ltd.
(Parent
Guarantor)
|
|
RenRe North America Holdings Inc. (Subsidiary Issuer) |
|
RenaissanceRe Finance, Inc. (Subsidiary Issuer) |
|
Other
RenaissanceRe
Holdings Ltd.
Subsidiaries
and
Eliminations
(Non-guarantor
Subsidiaries)
(1)
|
|
Consolidating
Adjustments
(2)
|
|
RenaissanceRe
Consolidated
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
Total investments |
$ |
225,266 |
|
|
$ |
129,732 |
|
|
$ |
31,255 |
|
|
$ |
9,117,186 |
|
|
$ |
— |
|
|
$ |
9,503,439 |
|
Cash and cash
equivalents |
14,656 |
|
|
139 |
|
|
1,469 |
|
|
1,345,328 |
|
|
— |
|
|
1,361,592 |
|
Investments in subsidiaries |
4,105,760 |
|
|
36,140 |
|
|
1,141,733 |
|
|
— |
|
|
(5,283,633 |
) |
|
— |
|
Due from
subsidiaries and affiliates |
4,602 |
|
|
91,891 |
|
|
— |
|
|
— |
|
|
(96,493 |
) |
|
— |
|
Premiums receivable |
— |
|
|
— |
|
|
— |
|
|
1,304,622 |
|
|
— |
|
|
1,304,622 |
|
Prepaid reinsurance
premiums |
— |
|
|
— |
|
|
— |
|
|
533,546 |
|
|
— |
|
|
533,546 |
|
Reinsurance recoverable |
— |
|
|
— |
|
|
— |
|
|
1,586,630 |
|
|
— |
|
|
1,586,630 |
|
Accrued investment
income |
405 |
|
|
428 |
|
|
82 |
|
|
41,320 |
|
|
— |
|
|
42,235 |
|
Deferred acquisition costs |
— |
|
|
— |
|
|
— |
|
|
426,551 |
|
|
— |
|
|
426,551 |
|
Receivable for
investments sold |
135 |
|
|
51 |
|
|
8 |
|
|
102,951 |
|
|
— |
|
|
103,145 |
|
Other assets |
433,468 |
|
|
21,342 |
|
|
430,481 |
|
|
76,703 |
|
|
(840,768 |
) |
|
121,226 |
|
Goodwill and other
intangible assets |
124,960 |
|
|
— |
|
|
— |
|
|
118,185 |
|
|
— |
|
|
243,145 |
|
Total assets |
$ |
4,909,252
|
|
|
$ |
279,723
|
|
|
$ |
1,605,028
|
|
|
$ |
14,653,022
|
|
|
$ |
(6,220,894
|
) |
|
$ |
15,226,131
|
|
Liabilities,
Redeemable Noncontrolling Interest and Shareholders’ Equity |
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
Reserve for claims
and claim expenses |
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
5,080,408 |
|
|
$ |
— |
|
|
$ |
5,080,408 |
|
Unearned premiums |
— |
|
|
— |
|
|
— |
|
|
1,477,609 |
|
|
— |
|
|
1,477,609 |
|
Debt |
417,000 |
|
|
— |
|
|
841,892 |
|
|
147,731 |
|
|
(417,000 |
) |
|
989,623 |
|
Amounts due to subsidiaries and affiliates |
82,579 |
|
|
54 |
|
|
92,794 |
|
|
— |
|
|
(175,427 |
) |
|
— |
|
Reinsurance balances
payable |
— |
|
|
— |
|
|
— |
|
|
989,090 |
|
|
— |
|
|
989,090 |
|
Payable for investments purchased |
— |
|
|
— |
|
|
— |
|
|
208,749 |
|
|
— |
|
|
208,749 |
|
Other
liabilities |
18,298 |
|
|
1,053 |
|
|
14,117 |
|
|
764,432 |
|
|
(5,129 |
) |
|
792,771 |
|
Total liabilities |
517,877 |
|
|
1,107 |
|
|
948,803 |
|
|
8,668,019 |
|
|
(597,556 |
) |
|
9,538,250 |
|
Redeemable
noncontrolling interests |
— |
|
|
— |
|
|
— |
|
|
1,296,506 |
|
|
— |
|
|
1,296,506 |
|
Shareholders’ Equity |
|
|
|
|
|
|
|
|
|
|
|
Total shareholders’ equity |
4,391,375 |
|
|
278,616 |
|
|
656,225 |
|
|
4,688,497 |
|
|
(5,623,338 |
) |
|
4,391,375 |
|
Total liabilities, redeemable noncontrolling interest and shareholders’ equity |
$
|
4,909,252 |
|
|
$
|
279,723 |
|
|
$
|
1,605,028 |
|
|
$
|
14,653,022 |
|
|
$
|
(6,220,894 |
)
|
|
$
|
15,226,131 |
|
|
|
(1) |
Includes all other subsidiaries of RenaissanceRe Holdings Ltd. and
eliminations. |
|
|
(2) |
Includes Parent Guarantor and Subsidiary Issuer consolidating
adjustments. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Consolidating Statement of Operations
for the year ended December 31, 2018 |
RenaissanceRe Holdings Ltd. (Parent Guarantor) |
|
RenRe North America Holdings Inc. (Subsidiary Issuer) |
|
RenaissanceRe Finance, Inc. (Subsidiary Issuer) |
|
Other RenaissanceRe Holdings Ltd. Subsidiaries and Eliminations (Non-guarantor Subsidiaries) (1) |
|
Consolidating Adjustments (2) |
|
RenaissanceRe Consolidated |
Revenues |
|
|
|
|
|
|
|
|
|
|
|
Net premiums earned |
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
1,976,129 |
|
|
$ |
— |
|
|
$ |
1,976,129 |
|
Net investment
income |
24,791 |
|
|
2,193 |
|
|
6,219 |
|
|
261,192 |
|
|
(32,529 |
) |
|
261,866 |
|
Net foreign exchange losses |
(3 |
) |
|
— |
|
|
— |
|
|
(12,425 |
) |
|
— |
|
|
(12,428 |
) |
Equity in earnings
of other ventures |
— |
|
|
— |
|
|
3,065 |
|
|
15,409 |
|
|
— |
|
|
18,474 |
|
Other income |
— |
|
|
— |
|
|
— |
|
|
5,969 |
|
|
— |
|
|
5,969 |
|
Net realized and
unrealized gains (losses) on investments |
633 |
|
|
(4,360 |
) |
|
(329 |
) |
|
(171,013 |
) |
|
— |
|
|
(175,069 |
) |
Total revenues |
25,421 |
|
|
(2,167 |
) |
|
8,955 |
|
|
2,075,261 |
|
|
(32,529 |
) |
|
2,074,941 |
|
Expenses |
|
|
|
|
|
|
|
|
|
|
|
Net claims and claim expenses incurred |
— |
|
|
— |
|
|
— |
|
|
1,120,018 |
|
|
— |
|
|
1,120,018 |
|
Acquisition expenses |
— |
|
|
— |
|
|
— |
|
|
432,989 |
|
|
— |
|
|
432,989 |
|
Operational
expenses |
7,679 |
|
|
110 |
|
|
34,534 |
|
|
164,605 |
|
|
(28,661 |
) |
|
178,267 |
|
Corporate expenses |
25,190 |
|
|
— |
|
|
7 |
|
|
3,103 |
|
|
5,683 |
|
|
33,983 |
|
Interest
expense |
5,683
|
|
|
—
|
|
|
37,019
|
|
|
4,367
|
|
|
—
|
|
|
47,069
|
|
Total
expenses |
38,552 |
|
|
110 |
|
|
71,560 |
|
|
1,725,082 |
|
|
(22,978 |
) |
|
1,812,326 |
|
(Loss) income before equity in net income of subsidiaries and taxes |
(13,131
|
) |
|
(2,277
|
) |
|
(62,605
|
) |
|
350,179
|
|
|
(9,551
|
) |
|
262,615
|
|
Equity in net income
of subsidiaries |
240,495 |
|
|
5,631 |
|
|
9,091 |
|
|
— |
|
|
(255,217 |
) |
|
— |
|
Income (loss) before taxes |
227,364 |
|
|
3,354 |
|
|
(53,514 |
) |
|
350,179 |
|
|
(264,768 |
) |
|
262,615 |
|
Income tax benefit
(expense) |
— |
|
|
582 |
|
|
6,119 |
|
|
(399 |
) |
|
— |
|
|
6,302 |
|
Net income (loss) |
227,364 |
|
|
3,936 |
|
|
(47,395 |
) |
|
349,780 |
|
|
(264,768 |
) |
|
268,917 |
|
Net income
attributable to redeemable noncontrolling interests |
— |
|
|
— |
|
|
— |
|
|
(41,553 |
) |
|
— |
|
|
(41,553 |
) |
Net income (loss) attributable to RenaissanceRe |
227,364 |
|
|
3,936 |
|
|
(47,395 |
) |
|
308,227 |
|
|
(264,768 |
) |
|
227,364 |
|
Dividends on
preference shares |
(30,088 |
) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(30,088 |
) |
Net income (loss) available (attributable) to RenaissanceRe common shareholders |
$ |
197,276
|
|
|
$ |
3,936
|
|
|
$ |
(47,395
|
) |
|
$ |
308,227
|
|
|
$ |
(264,768
|
) |
|
$ |
197,276
|
|
|
|
(1) |
Includes all other subsidiaries of RenaissanceRe Holdings Ltd. and
eliminations. |
|
|
(2) |
Includes Parent Guarantor, Subsidiary Guarantor and Subsidiary Issuer consolidating
adjustments. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Consolidating Statement of Comprehensive
Income (Loss) for the year ended December 31, 2018 |
RenaissanceRe Holdings Ltd. (Parent Guarantor) |
|
RenRe North America Holdings Inc. (Subsidiary Issuer) |
|
RenaissanceRe Finance, Inc. (Subsidiary Issuer) |
|
Other RenaissanceRe Holdings Ltd. Subsidiaries and Eliminations (Non-guarantor Subsidiaries) (1) |
|
Consolidating Adjustments (2) |
|
RenaissanceRe Consolidated |
Comprehensive
income (loss) |
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
$ |
227,364 |
|
|
$ |
3,936 |
|
|
$ |
(47,395 |
) |
|
$ |
349,780 |
|
|
$ |
(264,768 |
) |
|
$ |
268,917 |
|
Change in net
unrealized gains on investments |
— |
|
|
— |
|
|
— |
|
|
(1,657 |
) |
|
— |
|
|
(1,657 |
) |
Comprehensive income (loss) |
227,364
|
|
|
3,936
|
|
|
(47,395
|
) |
|
348,123
|
|
|
(264,768
|
) |
|
267,260
|
|
Net income
attributable to redeemable noncontrolling interests |
— |
|
|
— |
|
|
— |
|
|
(41,553 |
) |
|
— |
|
|
(41,553 |
) |
Comprehensive income attributable to redeemable noncontrolling interests |
— |
|
|
— |
|
|
— |
|
|
(41,553 |
) |
|
— |
|
|
(41,553 |
) |
Comprehensive
income (loss) available (attributable) to RenaissanceRe |
$ |
227,364 |
|
|
$ |
3,936 |
|
|
$ |
(47,395 |
) |
|
$ |
306,570 |
|
|
$ |
(264,768 |
) |
|
$ |
225,707 |
|
|
|
(1) |
Includes all other subsidiaries of RenaissanceRe Holdings Ltd. and
eliminations. |
|
|
(2) |
Includes Parent Guarantor, Subsidiary Guarantor and Subsidiary Issuer consolidating
adjustments. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Consolidating Statement of Operations for
the year ended December 31, 2017 |
RenaissanceRe Holdings Ltd. (Parent Guarantor) |
|
RenRe
North America Holdings
Inc. (Subsidiary Issuer)
|
|
Platinum
Underwriters
Finance, Inc.
(Subsidiary
Issuer)
|
|
RenaissanceRe
Finance, Inc.
(Subsidiary
Issuer)
|
|
Other RenaissanceRe Holdings Ltd. Subsidiaries and Eliminations (Non-guarantor Subsidiaries) (1) |
|
Consolidating Adjustments (2) |
|
RenaissanceRe Consolidated |
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net premiums earned |
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
1,717,575 |
|
|
$ |
— |
|
|
$ |
1,717,575 |
|
Net investment
income |
23,109 |
|
|
1,947 |
|
|
1,373 |
|
|
3,090 |
|
|
219,490 |
|
|
(26,800 |
) |
|
222,209 |
|
Net foreign exchange (losses) gains |
(1 |
) |
|
— |
|
|
— |
|
|
— |
|
|
10,629 |
|
|
— |
|
|
10,628 |
|
Equity in (losses)
earnings of other ventures |
— |
|
|
— |
|
|
— |
|
|
(223 |
) |
|
8,253 |
|
|
— |
|
|
8,030 |
|
Other income |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
9,415 |
|
|
— |
|
|
9,415 |
|
Net realized and
unrealized (losses) gains on investments |
(1,357 |
) |
|
9,621 |
|
|
4,916 |
|
|
(479 |
) |
|
123,121 |
|
|
— |
|
|
135,822 |
|
Total revenues |
21,751 |
|
|
11,568 |
|
|
6,289 |
|
|
2,388 |
|
|
2,088,483 |
|
|
(26,800 |
) |
|
2,103,679 |
|
Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net claims and claim expenses incurred |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
1,861,428 |
|
|
— |
|
|
1,861,428 |
|
Acquisition
expenses |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
346,892 |
|
|
— |
|
|
346,892 |
|
Operational expenses |
11,314 |
|
|
103 |
|
|
85 |
|
|
26,063 |
|
|
141,572 |
|
|
(18,359 |
) |
|
160,778 |
|
Corporate
expenses |
18,546 |
|
|
— |
|
|
— |
|
|
— |
|
|
26 |
|
|
— |
|
|
18,572 |
|
Interest expense |
1,572
|
|
|
—
|
|
|
2,461
|
|
|
31,657
|
|
|
10,075
|
|
|
(1,572
|
)
|
|
44,193
|
|
Total
expenses |
31,432 |
|
|
103 |
|
|
2,546 |
|
|
57,720 |
|
|
2,359,993 |
|
|
(19,931 |
) |
|
2,431,863 |
|
(Loss) income before equity in net (loss) income of subsidiaries and taxes |
(9,681
|
) |
|
11,465
|
|
|
3,743
|
|
|
(55,332
|
) |
|
(271,510
|
) |
|
(6,869
|
) |
|
(328,184
|
) |
Equity in net (loss)
income of subsidiaries |
(212,708 |
) |
|
756 |
|
|
28,028 |
|
|
9,298 |
|
|
— |
|
|
174,626 |
|
|
— |
|
(Loss) income before taxes |
(222,389 |
) |
|
12,221 |
|
|
31,771 |
|
|
(46,034 |
) |
|
(271,510 |
) |
|
167,757 |
|
|
(328,184 |
) |
Income tax (expense)
benefit |
— |
|
|
(18,147 |
) |
|
(1,175 |
) |
|
7,163 |
|
|
(14,328 |
) |
|
— |
|
|
(26,487 |
) |
Net (loss) income |
(222,389 |
) |
|
(5,926 |
) |
|
30,596 |
|
|
(38,871 |
) |
|
(285,838 |
) |
|
167,757 |
|
|
(354,671 |
) |
Net loss
attributable to redeemable noncontrolling interests |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
132,282 |
|
|
— |
|
|
132,282 |
|
Net (loss) income attributable to RenaissanceRe |
(222,389 |
) |
|
(5,926 |
) |
|
30,596 |
|
|
(38,871 |
) |
|
(153,556 |
) |
|
167,757 |
|
|
(222,389 |
) |
Dividends on
preference shares |
(22,381 |
) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(22,381 |
) |
Net (loss) income (attributable) available to RenaissanceRe common shareholders |
$ |
(244,770
|
) |
|
$ |
(5,926
|
) |
|
$ |
30,596
|
|
|
$ |
(38,871
|
) |
|
$ |
(153,556
|
) |
|
$ |
167,757
|
|
|
$ |
(244,770
|
) |
|
|
(1) |
Includes all other subsidiaries of RenaissanceRe Holdings Ltd. and
eliminations. |
|
|
(2) |
Includes Parent Guarantor and Subsidiary Issuer consolidating
adjustments. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Consolidating Statement of Comprehensive
(Loss) Income for the year ended December 31, 2017 |
RenaissanceRe Holdings Ltd. (Parent Guarantor) |
|
RenRe
North America Holdings
Inc. (Subsidiary Issuer)
|
|
Platinum
Underwriters
Finance, Inc.
(Subsidiary
Issuer)
|
|
RenaissanceRe
Finance, Inc.
(Subsidiary
Issuer)
|
|
Other RenaissanceRe Holdings Ltd. Subsidiaries and Eliminations (Non-guarantor Subsidiaries) (1) |
|
Consolidating Adjustments (2) |
|
RenaissanceRe Consolidated |
Comprehensive
(loss) income |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income |
$ |
(222,389 |
) |
|
$ |
(5,926 |
) |
|
$ |
30,596 |
|
|
$ |
(38,871 |
) |
|
$ |
(285,838 |
) |
|
$ |
167,757 |
|
|
$ |
(354,671 |
) |
Change in net
unrealized gains on investments |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(909 |
) |
|
— |
|
|
(909 |
) |
Comprehensive (loss) income |
(222,389
|
) |
|
(5,926
|
) |
|
30,596
|
|
|
(38,871
|
) |
|
(286,747
|
) |
|
167,757
|
|
|
(355,580
|
) |
Net loss
attributable to redeemable noncontrolling interests |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
132,282 |
|
|
— |
|
|
132,282 |
|
Comprehensive loss attributable to redeemable noncontrolling interests |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
132,282 |
|
|
— |
|
|
132,282 |
|
Comprehensive
(loss) income (attributable) available to RenaissanceRe |
$ |
(222,389 |
) |
|
$ |
(5,926 |
) |
|
$ |
30,596 |
|
|
$ |
(38,871 |
) |
|
$ |
(154,465 |
) |
|
$ |
167,757 |
|
|
$ |
(223,298 |
) |
|
|
(1) |
Includes all other subsidiaries of RenaissanceRe Holdings Ltd. and
eliminations. |
|
|
(2) |
Includes Parent Guarantor and Subsidiary Issuer consolidating
adjustments. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Consolidating Statement of
Operations for the year ended December 31, 2016 |
RenaissanceRe
Holdings
Ltd.
(Parent
Guarantor)
|
|
RenRe
North
America
Holdings
Inc.
(Subsidiary
Issuer)
|
|
Platinum Underwriters Finance, Inc. (Subsidiary Issuer) |
|
RenaissanceRe Finance, Inc. (Subsidiary Issuer) |
|
Other
RenaissanceRe
Holdings
Ltd.
Subsidiaries
and
Eliminations
(Non-guarantor
Subsidiaries)
(1)
|
|
Consolidating
Adjustments
(2)
|
|
RenaissanceRe
Consolidated
|
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net premiums earned |
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
1,403,430 |
|
|
$ |
— |
|
|
$ |
1,403,430 |
|
Net investment
income |
24,178 |
|
|
1,852 |
|
|
3,989 |
|
|
569 |
|
|
175,407 |
|
|
(24,269 |
) |
|
181,726 |
|
Net foreign exchange losses |
(2 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(13,786 |
) |
|
— |
|
|
(13,788 |
) |
Equity in earnings
of other ventures |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
963 |
|
|
— |
|
|
963 |
|
Other (loss) income |
(772 |
) |
|
— |
|
|
— |
|
|
— |
|
|
14,950 |
|
|
— |
|
|
14,178 |
|
Net realized and
unrealized gains on investments |
4,151 |
|
|
4,659 |
|
|
8,193 |
|
|
46 |
|
|
124,279 |
|
|
— |
|
|
141,328 |
|
Total revenues |
27,555 |
|
|
6,511 |
|
|
12,182 |
|
|
615 |
|
|
1,705,243 |
|
|
(24,269 |
) |
|
1,727,837 |
|
Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net claims and claim expenses incurred |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
530,831 |
|
|
— |
|
|
530,831 |
|
Acquisition
expenses |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
289,323 |
|
|
— |
|
|
289,323 |
|
Operational expenses |
13,716 |
|
|
(112 |
) |
|
296 |
|
|
22,152 |
|
|
176,041 |
|
|
(14,344 |
) |
|
197,749 |
|
Corporate
expenses |
26,848 |
|
|
203 |
|
|
— |
|
|
7 |
|
|
10,344 |
|
|
— |
|
|
37,402 |
|
Interest
expense |
562
|
|
|
—
|
|
|
5,906
|
|
|
26,176
|
|
|
10,062
|
|
|
(562
|
)
|
|
42,144
|
|
Total
expenses |
41,126 |
|
|
91 |
|
|
6,202 |
|
|
48,335 |
|
|
1,016,601 |
|
|
(14,906 |
) |
|
1,097,449 |
|
(Loss) income before equity in net income of subsidiaries and taxes |
(13,571
|
) |
|
6,420
|
|
|
5,980
|
|
|
(47,720
|
) |
|
688,642
|
|
|
(9,363
|
) |
|
630,388
|
|
Equity in net income
of subsidiaries |
516,533 |
|
|
3,857 |
|
|
25,073 |
|
|
38,628 |
|
|
— |
|
|
(584,091 |
) |
|
— |
|
Income (loss) before taxes |
502,962 |
|
|
10,277 |
|
|
31,053 |
|
|
(9,092 |
) |
|
688,642 |
|
|
(593,454 |
) |
|
630,388 |
|
Income tax (expense) benefit |
— |
|
|
(2,275 |
) |
|
(1,462 |
) |
|
11,014 |
|
|
(7,617 |
) |
|
— |
|
|
(340 |
) |
Net income |
502,962 |
|
|
8,002 |
|
|
29,591 |
|
|
1,922 |
|
|
681,025 |
|
|
(593,454 |
) |
|
630,048 |
|
Net income
attributable to redeemable noncontrolling interests |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(127,086 |
) |
|
— |
|
|
(127,086 |
) |
Net income attributable to RenaissanceRe |
502,962 |
|
|
8,002 |
|
|
29,591 |
|
|
1,922 |
|
|
553,939 |
|
|
(593,454 |
) |
|
502,962 |
|
Dividends on
preference shares |
(22,381 |
) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(22,381 |
) |
Net income available to RenaissanceRe common shareholders |
$ |
480,581
|
|
|
$ |
8,002
|
|
|
$ |
29,591
|
|
|
$ |
1,922
|
|
|
$ |
553,939
|
|
|
$ |
(593,454
|
) |
|
$ |
480,581
|
|
|
|
(1) |
Includes all other subsidiaries of RenaissanceRe Holdings Ltd. and
eliminations. |
|
|
(2) |
Includes Parent Guarantor and Subsidiary Issuer consolidating
adjustments. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Consolidating Statement of Comprehensive
Income for the year ended December 31, 2016 |
RenaissanceRe
Holdings
Ltd.
(Parent
Guarantor)
|
|
RenRe
North
America
Holdings
Inc.
(Subsidiary
Issuer)
|
|
Platinum Underwriters Finance, Inc. (Subsidiary Issuer) |
|
RenaissanceRe Finance, Inc. (Subsidiary Issuer) |
|
Other
RenaissanceRe
Holdings
Ltd.
Subsidiaries
and
Eliminations
(Non-guarantor
Subsidiaries)
(1)
|
|
Consolidating
Adjustments
(2)
|
|
RenaissanceRe
Consolidated
|
Comprehensive
income |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
$ |
502,962 |
|
|
$ |
8,002 |
|
|
$ |
29,591 |
|
|
$ |
1,922 |
|
|
$ |
681,025 |
|
|
$ |
(593,454 |
) |
|
$ |
630,048 |
|
Change in net
unrealized gains on investments |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(975 |
) |
|
— |
|
|
(975 |
) |
Comprehensive income |
502,962
|
|
|
8,002
|
|
|
29,591
|
|
|
1,922
|
|
|
680,050
|
|
|
(593,454
|
) |
|
629,073
|
|
Net income
attributable to redeemable noncontrolling interests |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(127,086 |
) |
|
— |
|
|
(127,086 |
) |
Comprehensive income attributable to redeemable noncontrolling interests |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(127,086 |
) |
|
— |
|
|
(127,086 |
) |
Comprehensive
income attributable to RenaissanceRe |
$ |
502,962 |
|
|
$ |
8,002 |
|
|
$ |
29,591 |
|
|
$ |
1,922 |
|
|
$ |
552,964 |
|
|
$ |
(593,454 |
) |
|
$ |
501,987 |
|
|
|
(1) |
Includes all other subsidiaries of RenaissanceRe Holdings Ltd. and
eliminations. |
|
|
(2) |
Includes Parent Guarantor and Subsidiary Issuer consolidating
adjustments. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Consolidating Statement of Cash Flows for
the year ended December 31, 2018 |
RenaissanceRe Holdings Ltd. (Parent Guarantor) |
|
RenRe North America Holdings Inc. (Subsidiary Issuer) |
|
RenaissanceRe Finance, Inc. (Subsidiary Issuer) |
|
Other RenaissanceRe Holdings Ltd. Subsidiaries and Eliminations (Non-guarantor Subsidiaries) (1) |
|
RenaissanceRe
Consolidated
|
Cash flows (used in) provided by operating activities |
|
|
|
|
|
|
|
|
|
Net cash (used in) provided by operating activities |
$ |
(9,659 |
)
|
|
$ |
6,315 |
|
|
$ |
62,645 |
|
|
$ |
1,162,400 |
|
|
$ |
1,221,701 |
|
Cash flows used in investing activities |
|
|
|
|
|
|
|
|
|
Proceeds from sales and maturities of fixed maturity investments trading |
384,818 |
|
|
97,272 |
|
|
56,518 |
|
|
11,046,968 |
|
|
11,585,576 |
|
Purchases of fixed
maturity investments trading |
(520,935 |
) |
|
(72,292 |
) |
|
(55,932 |
) |
|
(11,840,813 |
) |
|
(12,489,972 |
) |
Net (purchases) sales of equity investments trading |
— |
|
|
(1,308 |
) |
|
— |
|
|
15,464 |
|
|
14,156 |
|
Net sales
(purchases) of short term investments |
48,600 |
|
|
(404 |
) |
|
455 |
|
|
(1,485,040 |
) |
|
(1,436,389 |
) |
Net purchases of other investments |
— |
|
|
— |
|
|
— |
|
|
(199,475 |
) |
|
(199,475 |
) |
Net purchases of
investments in other ventures |
— |
|
|
— |
|
|
— |
|
|
(21,473 |
) |
|
(21,473 |
) |
Return of investment from investment in other ventures |
— |
|
|
— |
|
|
— |
|
|
8,464 |
|
|
8,464 |
|
Net sales of other
assets |
— |
|
|
— |
|
|
— |
|
|
2,500 |
|
|
2,500 |
|
Dividends and return of capital from subsidiaries |
672,098 |
|
|
— |
|
|
— |
|
|
(672,098 |
) |
|
— |
|
Contributions to
subsidiaries |
(785,785 |
) |
|
(16,847 |
) |
|
(65,000 |
) |
|
867,632 |
|
|
— |
|
Due (from) to subsidiary |
(200,916 |
) |
|
(9,525 |
) |
|
9,449 |
|
|
200,992 |
|
|
— |
|
Net cash used in investing activities |
(402,120
|
)
|
|
(3,104
|
)
|
|
(54,510
|
)
|
|
(2,076,879
|
)
|
|
(2,536,613
|
)
|
Cash flows provided by financing activities |
|
|
|
|
|
|
|
|
|
Dividends paid
– RenaissanceRe common shares |
(52,841 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(52,841 |
) |
Dividends paid – preference shares |
(30,088 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(30,088 |
) |
RenaissanceRe
common share issuance |
250,000 |
|
|
— |
|
|
— |
|
|
— |
|
|
250,000 |
|
Issuance of preference shares, net of expenses |
241,448 |
|
|
— |
|
|
— |
|
|
— |
|
|
241,448 |
|
Net third party
redeemable noncontrolling interest share transactions |
— |
|
|
— |
|
|
— |
|
|
665,683 |
|
|
665,683 |
|
Taxes paid on withholding shares |
(7,862 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(7,862 |
) |
Net cash provided by financing activities |
400,657
|
|
|
—
|
|
|
—
|
|
|
665,683
|
|
|
1,066,340
|
|
Effect of exchange rate changes on foreign currency cash |
—
|
|
|
—
|
|
|
—
|
|
|
(5,098
|
)
|
|
(5,098
|
)
|
Net (decrease) increase in cash and cash equivalents |
(11,122 |
) |
|
3,211 |
|
|
8,135 |
|
|
(253,894 |
) |
|
(253,670 |
) |
Cash and cash equivalents, beginning of period |
14,656
|
|
|
139
|
|
|
1,469
|
|
|
1,345,328
|
|
|
1,361,592
|
|
Cash and cash equivalents, end of period |
$ |
3,534 |
|
|
$ |
3,350 |
|
|
$ |
9,604 |
|
|
$ |
1,091,434 |
|
|
$ |
1,107,922 |
|
|
|
(1) |
Includes all other subsidiaries of RenaissanceRe Holdings Ltd. and
eliminations. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Consolidating Statement of Cash Flows for
the year ended December 31, 2017 |
RenaissanceRe Holdings Ltd. (Parent Guarantor) |
|
RenRe
North America Holdings
Inc. (Subsidiary Issuer)
|
|
Platinum
Underwriters
Finance, Inc.
(Subsidiary
Issuer)
|
|
RenaissanceRe
Finance, Inc.
(Subsidiary
Issuer)
|
|
Other
RenaissanceRe
Holdings
Ltd.
Subsidiaries
and
Eliminations
(Non-guarantor
Subsidiaries)
(1)
|
|
RenaissanceRe
Consolidated
|
Cash flows (used in) provided by operating activities |
|
|
|
|
|
|
|
|
|
|
|
Net cash (used in) provided by operating activities |
$ |
(4,109 |
)
|
|
$ |
(8,253 |
)
|
|
$ |
(2,272 |
)
|
|
$ |
(347,890 |
)
|
|
$ |
1,388,311 |
|
|
$ |
1,025,787 |
|
Cash flows provided by (used in) investing activities |
|
|
|
|
|
|
|
|
|
|
|
Proceeds from sales and maturities of fixed maturity investments trading |
261,601 |
|
|
100,248 |
|
|
289,741 |
|
|
288,900 |
|
|
8,550,179 |
|
|
9,490,669 |
|
Purchases of fixed
maturity investments trading |
(344,463 |
) |
|
(99,568 |
) |
|
(143,991 |
) |
|
(275,778 |
) |
|
(9,229,732 |
) |
|
(10,093,532 |
) |
Net (purchases) sales of equity investments trading |
— |
|
|
(1,752 |
) |
|
85,324 |
|
|
— |
|
|
32,265 |
|
|
115,837 |
|
Net sales
(purchases) of short term investments |
243,571 |
|
|
114 |
|
|
41,299 |
|
|
(493 |
) |
|
79,520 |
|
|
364,011 |
|
Net purchases of other investments |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(19,419 |
) |
|
(19,419 |
) |
Return of
investment from investment in other ventures |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
20,000 |
|
|
20,000 |
|
Dividends and return of capital from subsidiaries |
478,496 |
|
|
9,175 |
|
|
— |
|
|
41,866 |
|
|
(529,537 |
) |
|
— |
|
Contributions to
subsidiaries |
(669,672 |
) |
|
— |
|
|
(26,649 |
) |
|
(9,890 |
) |
|
706,211 |
|
|
— |
|
Due to (from) subsidiaries |
319,646 |
|
|
13 |
|
|
(123 |
) |
|
(509 |
) |
|
(319,027 |
) |
|
— |
|
Net cash provided by (used in) investing activities |
289,179
|
|
|
8,230
|
|
|
245,601
|
|
|
44,096
|
|
|
(709,540
|
)
|
|
(122,434
|
)
|
Cash flows (used in) provided by financing activities |
|
|
|
|
|
|
|
|
|
|
|
Dividends paid
– RenaissanceRe common shares |
(51,370 |
) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(51,370 |
) |
Dividends paid – preference shares |
(22,381 |
) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(22,381 |
) |
RenaissanceRe
common share repurchases |
(188,591 |
) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(188,591 |
) |
Issuance of debt, net of expenses |
— |
|
|
— |
|
|
— |
|
|
295,866 |
|
|
— |
|
|
295,866 |
|
Repayment of
debt |
— |
|
|
— |
|
|
(250,000 |
) |
|
— |
|
|
— |
|
|
(250,000 |
) |
Net third party redeemable noncontrolling interest share transactions |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
260,475 |
|
|
260,475 |
|
Taxes paid on
withholding shares |
(15,139 |
) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(15,139 |
) |
Net cash (used in) provided by financing activities |
(277,481 |
) |
|
— |
|
|
(250,000 |
) |
|
295,866 |
|
|
260,475 |
|
|
28,860 |
|
Effect of exchange
rate changes on foreign currency cash |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
8,222 |
|
|
8,222 |
|
Net increase (decrease) in cash and cash equivalents |
7,589 |
|
|
(23 |
) |
|
(6,671 |
) |
|
(7,928 |
) |
|
947,468 |
|
|
940,435 |
|
Cash and cash equivalents, beginning of period |
7,067 |
|
|
162 |
|
|
6,671 |
|
|
9,397 |
|
|
397,860 |
|
|
421,157 |
|
Cash and cash equivalents, end of period |
$ |
14,656
|
|
|
$ |
139
|
|
|
$ |
—
|
|
|
$ |
1,469
|
|
|
$ |
1,345,328
|
|
|
$ |
1,361,592
|
|
(1) Includes all other subsidiaries of RenaissanceRe Holdings Ltd. and
eliminations.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Consolidating Statement of Cash Flows for
the year ended December 31, 2016 |
RenaissanceRe Holdings Ltd. (Parent Guarantor) |
|
RenRe North America Holdings Inc. (Subsidiary Issuer) |
|
Platinum Underwriters Finance, Inc. (Subsidiary Issuer) |
|
RenaissanceRe Finance, Inc. (Subsidiary Issuer) |
|
Other RenaissanceRe Holdings Ltd. Subsidiaries and Eliminations (Non-guarantor Subsidiaries) (1) |
|
RenaissanceRe Consolidated |
Cash flows (used in) provided by operating activities |
|
|
|
|
|
|
|
|
|
|
|
Net cash (used in) provided by operating activities |
$ |
(3,509 |
)
|
|
$ |
1,477 |
|
|
$ |
(14,501 |
)
|
|
$ |
(34,607 |
)
|
|
$ |
535,912 |
|
|
$ |
484,772 |
|
Cash flows provided by (used in) investing activities |
|
|
|
|
|
|
|
|
|
|
|
Proceeds from sales and maturities of fixed maturity investments trading |
314,568 |
|
|
69,941 |
|
|
145,082 |
|
|
— |
|
|
7,572,923 |
|
|
8,102,514 |
|
Purchases of fixed
maturity investments trading |
(336,345 |
) |
|
(123,046 |
) |
|
(291,053 |
) |
|
— |
|
|
(7,532,276 |
) |
|
(8,282,720 |
) |
Proceeds from sales and maturities of fixed maturity investments available for sale |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
17,692 |
|
|
17,692 |
|
Net (purchases)
sales of equity investments trading |
— |
|
|
(2,389 |
) |
|
193,022 |
|
|
— |
|
|
(5,845 |
) |
|
184,788 |
|
Net (purchases) sales of short term investments |
(111,814 |
) |
|
67,684 |
|
|
(32,901 |
) |
|
— |
|
|
(41,586 |
) |
|
(118,617 |
) |
Net purchases of
other investments |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(68,589 |
) |
|
(68,589 |
) |
Net sales of other assets |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
400 |
|
|
400 |
|
Dividends and
return of capital from subsidiaries |
617,239 |
|
|
2,900 |
|
|
— |
|
|
13,125 |
|
|
(633,264 |
) |
|
— |
|
Contributions to subsidiaries |
(108,674 |
) |
|
— |
|
|
— |
|
|
— |
|
|
108,674 |
|
|
— |
|
Due to (from)
subsidiary |
23,758 |
|
|
(22,313 |
) |
|
(81 |
) |
|
30,202 |
|
|
(31,566 |
) |
|
— |
|
Net cash provided by (used in) investing activities |
398,732 |
|
|
(7,223 |
) |
|
14,069 |
|
|
43,327 |
|
|
(613,437 |
) |
|
(164,532 |
) |
Cash flows used in financing activities |
|
|
|
|
|
|
|
|
|
|
|
Dividends paid – RenaissanceRe common shares |
(51,583 |
) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(51,583 |
) |
Dividends paid
– preference shares |
(22,381 |
) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(22,381 |
) |
RenaissanceRe common share repurchases |
(309,434 |
) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(309,434 |
) |
Net third party
redeemable noncontrolling interest share transactions |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(2,990 |
) |
|
(2,990 |
) |
Taxes paid on withholding shares |
(14,943 |
) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(14,943 |
) |
Net cash used in financing activities |
(398,341
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,990
|
)
|
|
(401,331
|
)
|
Effect of exchange rate changes on foreign currency cash |
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,637
|
)
|
|
(4,637
|
)
|
Net (decrease) increase in cash and cash equivalents |
(3,118 |
) |
|
(5,746 |
) |
|
(432 |
) |
|
8,720 |
|
|
(85,152 |
) |
|
(85,728 |
) |
Cash and cash equivalents, beginning of year |
10,185 |
|
|
5,908 |
|
|
7,103 |
|
|
677 |
|
|
483,012 |
|
|
506,885 |
|
Cash and cash equivalents, end of year |
$
|
7,067 |
|
|
$
|
162 |
|
|
$
|
6,671 |
|
|
$
|
9,397 |
|
|
$
|
397,860 |
|
|
$
|
421,157 |
|
|
|
(1) |
Includes all other subsidiaries of RenaissanceRe Holdings Ltd. and
eliminations. |
NOTE 23. SUBSEQUENT EVENTS
Effective January 1, 2019, Upsilon RFO issued
$456.8 million of non-voting preference shares to investors, including $100.0
million to the Company. Of the total amount, $400.0 million was received by
the Company prior to December 31, 2018. At December 31, 2018, $300.0 million, representing the amount received from investors other than
the Company prior to December 31, 2018, is included in other liabilities on the Company’s consolidated balance sheet, and also included in other operating cash flows on the Company’s consolidated statements of cash flows for the year
ended December 31, 2018. Effective January 1, 2019, the Company’s participation in the risks assumed by Upsilon RFO was
16.9%.
RENAISSANCERE HOLDINGS LTD. AND
SUBSIDIARIES
INDEX TO SCHEDULES TO CONSOLIDATED FINANCIAL
STATEMENTS
Schedules other than those listed above are omitted for the reason that they are not
applicable.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
To the Shareholders and the Board of Directors of RenaissanceRe Holdings
Ltd.
Opinion on the Financial
Statements
We have audited the consolidated
financial statements of RenaissanceRe Holdings Ltd. and Subsidiaries (the Company) as of December 31, 2018 and 2017, and for each of the three years in the period ended December 31, 2018, and have issued our report thereon dated February 7, 2019 (included elsewhere in this
Annual Report on Form 10-K). Our audits of the consolidated financial statements included the financial statement schedules listed in Item 15 of this Annual Report on Form 10-K (the “schedules”). These schedules are the
responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s schedules, based on our audits.
In our opinion, the schedules present fairly, in all material respects, the information set forth therein when considered in conjunction with the
consolidated.
/s/ Ernst & Young Ltd.
Hamilton,
Bermuda
February 7,
2019
SCHEDULE
I
RENAISSANCERE HOLDINGS LTD. AND
SUBSIDIARIES
SUMMARY OF
INVESTMENTS
OTHER THAN INVESTMENTS IN RELATED
PARTIES
(THOUSANDS OF UNITED STATES DOLLARS)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
2018 |
|
Amortized Cost or Cost |
|
Fair Value |
|
Amount at
which
shown
in the
Balance Sheet
|
Type of
investment: |
|
|
|
|
|
Fixed maturity investments |
|
|
|
|
|
U.S.
treasuries |
$ |
3,336,969 |
|
|
$ |
3,331,411 |
|
|
$ |
3,331,411 |
|
Agencies |
175,185 |
|
|
174,883 |
|
|
174,883 |
|
Municipal |
6,070 |
|
|
6,854 |
|
|
6,854 |
|
Non-U.S. government |
284,965 |
|
|
279,818 |
|
|
279,818 |
|
Non-U.S. government-backed
corporate |
160,286 |
|
|
160,063 |
|
|
160,063 |
|
Corporate |
2,513,434 |
|
|
2,450,244 |
|
|
2,450,244 |
|
Agency
mortgage-backed |
825,365 |
|
|
817,880 |
|
|
817,880 |
|
Non-agency mortgage-backed |
266,705 |
|
|
278,680 |
|
|
278,680 |
|
Commercial
mortgage-backed |
284,495 |
|
|
282,294 |
|
|
282,294 |
|
Asset-backed |
310,488 |
|
|
306,743 |
|
|
306,743 |
|
Total fixed maturity
investments |
$ |
8,163,962
|
|
|
8,088,870 |
|
|
8,088,870 |
|
Short term investments |
|
|
2,586,520 |
|
|
2,586,520 |
|
Equity
investments |
|
|
310,252 |
|
|
310,252 |
|
Other investments |
|
|
784,933 |
|
|
784,933 |
|
Investments in other
ventures, under equity method |
|
|
115,172
|
|
|
115,172 |
|
Total investments |
|
|
$
|
11,885,747 |
|
|
$
|
11,885,747 |
|
SCHEDULE
II
RENAISSANCERE HOLDINGS
LTD.
CONDENSED FINANCIAL INFORMATION OF
REGISTRANT
RENAISSANCERE HOLDINGS
LTD.
BALANCE SHEETS
AT DECEMBER 31, 2018 AND
2017
(PARENT COMPANY)
(THOUSANDS OF UNITED
STATES
DOLLARS)
|
|
|
|
|
|
|
|
|
|
At
December 31, |
|
2018 |
|
2017 |
Assets |
|
|
|
Fixed maturity investments trading, at fair value - amortized cost $238,989 at December 31, 2018 (2017 - $104,521) |
$ |
240,443 |
|
|
$ |
103,638 |
|
Short term
investments, at fair value |
72,917 |
|
|
121,628 |
|
Cash and cash equivalents |
3,534 |
|
|
14,656 |
|
Investments in
subsidiaries |
4,414,475 |
|
|
4,105,760 |
|
Due from subsidiaries |
57,039 |
|
|
4,602 |
|
Accrued investment
income |
1,046 |
|
|
405 |
|
Receivable for investments sold |
203 |
|
|
135 |
|
Other
assets |
458,842 |
|
|
433,468 |
|
Goodwill and other intangible assets |
120,476
|
|
|
124,960 |
|
Total
assets |
$
|
5,368,975 |
|
|
$
|
4,909,252 |
|
Liabilities
and Shareholders’ Equity |
|
|
|
Liabilities |
|
|
|
Notes and bank loans payable |
$ |
300,000 |
|
|
$ |
417,000 |
|
Due to
subsidiaries |
6,453 |
|
|
82,579 |
|
Other liabilities |
17,442
|
|
|
18,298
|
|
Total
liabilities |
323,895 |
|
|
517,877 |
|
Shareholders’
Equity |
|
|
|
Preference shares:
$1.00 par value – 16,010,000 shares issued and outstanding at December 31, 2018 (2017 – 16,000,000) |
650,000 |
|
|
400,000 |
|
Common shares: $1.00 par value – 42,207,390 shares issued and outstanding at December 31, 2018 (2017 – 40,023,789) |
42,207 |
|
|
40,024 |
|
Additional paid-in
capital |
296,099 |
|
|
37,355 |
|
Accumulated other comprehensive (loss) income |
(1,433 |
) |
|
224 |
|
Retained
earnings |
4,058,207 |
|
|
3,913,772 |
|
Total shareholders’ equity |
5,045,080 |
|
|
4,391,375 |
|
Total liabilities
and shareholders’ equity |
$
|
5,368,975 |
|
|
$
|
4,909,252 |
|
SCHEDULE
II
RENAISSANCERE HOLDINGS
LTD.
CONDENSED FINANCIAL INFORMATION OF REGISTRANT –
CONTINUED
RENAISSANCERE HOLDINGS LTD.
STATEMENTS OF
OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016
(PARENT COMPANY)
(THOUSANDS OF UNITED
STATES
DOLLARS)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year
ended December 31, |
|
2018 |
|
2017 |
|
2016 |
Revenues |
|
|
|
|
|
Net investment income |
$ |
24,791 |
|
|
$ |
23,109 |
|
|
$ |
24,178 |
|
Net foreign
exchange losses |
(3 |
) |
|
(1 |
) |
|
(2 |
) |
Other loss |
— |
|
|
— |
|
|
(772 |
) |
Net realized and
unrealized gains (losses) on investments |
633 |
|
|
(1,357 |
) |
|
4,151 |
|
Total
revenues |
25,421 |
|
|
21,751 |
|
|
27,555 |
|
Expenses |
|
|
|
|
|
Interest expense |
5,683 |
|
|
1,572 |
|
|
562 |
|
Operational
expenses |
7,679 |
|
|
11,314 |
|
|
13,716 |
|
Corporate expenses |
25,190
|
|
|
18,546
|
|
|
26,848
|
|
Total
expenses |
38,552 |
|
|
31,432 |
|
|
41,126 |
|
Loss before equity in net income (loss) of subsidiaries |
(13,131 |
) |
|
(9,681 |
) |
|
(13,571 |
) |
Equity in net
income (loss) of subsidiaries |
240,495 |
|
|
(212,708 |
) |
|
516,533 |
|
Net income (loss) |
227,364 |
|
|
(222,389 |
) |
|
502,962 |
|
Dividends on
preference shares |
(30,088 |
) |
|
(22,381 |
) |
|
(22,381 |
) |
Net income (loss) available (attributable) to RenaissanceRe common shareholders |
$ |
197,276
|
|
|
$ |
(244,770
|
) |
|
$ |
480,581
|
|
RENAISSANCERE HOLDINGS LTD.
STATEMENTS OF
COMPREHENSIVE INCOME (LOSS)
FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016
(PARENT COMPANY)
(THOUSANDS OF UNITED
STATES
DOLLARS)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended
December 31, |
|
2018 |
|
2017 |
|
2016 |
Comprehensive income
(loss) |
|
|
|
|
|
Net income
(loss) |
$ |
227,364 |
|
|
$ |
(222,389 |
) |
|
$ |
502,962 |
|
Comprehensive
income (loss) available (attributable) to RenaissanceRe |
$
|
227,364 |
|
|
$
|
(222,389 |
)
|
|
$
|
502,962 |
|
SCHEDULE
II
RENAISSANCERE HOLDINGS
LTD.
CONDENSED FINANCIAL INFORMATION OF REGISTRANT –
CONTINUED
RENAISSANCERE HOLDINGS LTD.
STATEMENTS OF CASH
FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016
(PARENT COMPANY)
(THOUSANDS OF UNITED
STATES DOLLARS)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year
ended December 31, |
|
2018 |
|
2017 |
|
2016 |
Cash flows used in operating activities: |
|
|
|
|
|
Net income
(loss) |
$ |
227,364 |
|
|
$ |
(222,389 |
) |
|
$ |
502,962 |
|
Less: equity in net (income) loss of
subsidiaries |
(240,495 |
) |
|
212,708 |
|
|
(516,533 |
) |
|
(13,131 |
) |
|
(9,681 |
) |
|
(13,571 |
) |
Adjustments to reconcile net income (loss) to net cash used in operating activities |
|
|
|
|
|
Net realized and unrealized (gains) losses on investments |
(633 |
) |
|
1,357 |
|
|
(4,151 |
) |
Other |
4,105 |
|
|
4,215 |
|
|
14,213 |
|
Net cash used in operating activities |
(9,659
|
)
|
|
(4,109
|
)
|
|
(3,509
|
)
|
Cash flows (used in) provided by investing activities: |
|
|
|
|
|
Proceeds from maturities and sales of fixed maturity investments trading |
384,818 |
|
|
261,601 |
|
|
314,568 |
|
Purchases of fixed
maturity investments trading |
(520,935 |
) |
|
(344,463 |
) |
|
(336,345 |
) |
Net sales (purchases) of short term investments |
48,600 |
|
|
243,571 |
|
|
(111,814 |
) |
Dividends and
return of capital from subsidiaries |
672,098 |
|
|
478,496 |
|
|
617,239 |
|
Contributions to subsidiaries |
(785,785 |
) |
|
(669,672 |
) |
|
(108,674 |
) |
Due to (from)
subsidiary |
(200,916 |
) |
|
319,646 |
|
|
23,758 |
|
Net cash (used in) provided by investing activities |
(402,120
|
)
|
|
289,179
|
|
|
398,732
|
|
Cash flows provided by (used in) financing activities: |
|
|
|
|
|
Dividends paid – RenaissanceRe common shares |
(52,841 |
) |
|
(51,370 |
) |
|
(51,583 |
) |
Dividends paid
– preference shares |
(30,088 |
) |
|
(22,381 |
) |
|
(22,381 |
) |
RenaissanceRe common share repurchases |
— |
|
|
(188,591 |
) |
|
(309,434 |
) |
RenaissanceRe
common share issuance |
250,000 |
|
|
— |
|
|
— |
|
Issuance of preference shares, net of expenses |
241,448 |
|
|
— |
|
|
— |
|
Taxes paid on
withholding shares |
(7,862 |
) |
|
(15,139 |
) |
|
(14,943 |
) |
Net cash provided by (used in) financing activities |
400,657 |
|
|
(277,481 |
) |
|
(398,341 |
) |
Net (decrease) increase in cash and cash equivalents |
(11,122 |
) |
|
7,589 |
|
|
(3,118 |
) |
Cash and cash equivalents, beginning of year |
14,656 |
|
|
7,067 |
|
|
10,185 |
|
Cash and cash equivalents, end of year |
$
|
3,534 |
|
|
$
|
14,656 |
|
|
$
|
7,067 |
|
SCHEDULE
III
RENAISSANCERE HOLDINGS LTD. AND
SUBSIDIARIES
SUPPLEMENTARY INSURANCE
INFORMATION
(THOUSANDS OF UNITED STATES DOLLARS)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
2018 |
|
Year
ended December 31, 2018 |
|
Deferred
Policy
Acquisition
Costs
|
|
Future
Policy
Benefits,
Losses,
Claims
and
Loss Expenses
|
|
Unearned
Premiums
|
|
Premium
Revenue
|
|
Net
Investment
Income
|
|
Benefits,
Claims,
Losses
and
Settlement
Expenses
|
|
Amortization
of
Deferred
Policy
Acquisition
Costs
|
|
Other
Operating
Expenses
|
|
Net Written
Premiums
|
Property |
$ |
66,656 |
|
|
$ |
3,086,254 |
|
|
$ |
379,943 |
|
|
$ |
1,050,831 |
|
|
$ |
— |
|
|
$ |
497,895 |
|
|
$ |
177,912 |
|
|
$ |
112,954 |
|
|
$ |
1,055,188 |
|
Casualty and
Specialty |
410,005 |
|
|
2,985,393 |
|
|
1,336,078 |
|
|
925,298 |
|
|
— |
|
|
622,320 |
|
|
255,079 |
|
|
64,883 |
|
|
1,076,714 |
|
Other |
— |
|
|
4,624
|
|
|
— |
|
|
— |
|
|
261,866
|
|
|
(197 |
) |
|
(2
|
)
|
|
430 |
|
|
—
|
|
Total |
$
|
476,661 |
|
|
$
|
6,076,271 |
|
|
$
|
1,716,021 |
|
|
$
|
1,976,129 |
|
|
$
|
261,866 |
|
|
$
|
1,120,018 |
|
|
$
|
432,989 |
|
|
$
|
178,267 |
|
|
$
|
2,131,902 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
2017 |
|
Year
ended December 31, 2017 |
|
Deferred Policy Acquisition Costs |
|
Future Policy Benefits, Losses, Claims and Loss Expenses |
|
Unearned Premiums |
|
Premium Revenue |
|
Net Investment Income |
|
Benefits, Claims, Losses and Settlement Expenses |
|
Amortization of Deferred Policy Acquisition Costs |
|
Other Operating Expenses |
|
Net Written Premiums |
Property |
$ |
63,583 |
|
|
$ |
2,486,390 |
|
|
$ |
347,032 |
|
|
$ |
931,070 |
|
|
$ |
— |
|
|
$ |
1,297,985 |
|
|
$ |
113,816 |
|
|
$ |
94,194 |
|
|
$ |
978,014 |
|
Casualty and Specialty |
362,968 |
|
|
2,575,492 |
|
|
1,130,577 |
|
|
786,501 |
|
|
— |
|
|
565,026 |
|
|
233,077 |
|
|
66,548 |
|
|
893,307 |
|
Other |
— |
|
|
18,526 |
|
|
— |
|
|
4 |
|
|
222,209 |
|
|
(1,583 |
) |
|
(1 |
) |
|
36 |
|
|
4 |
|
Total |
$ |
426,551
|
|
|
$ |
5,080,408
|
|
|
$ |
1,477,609
|
|
|
$ |
1,717,575
|
|
|
$ |
222,209
|
|
|
$ |
1,861,428
|
|
|
$ |
346,892
|
|
|
$ |
160,778
|
|
|
$ |
1,871,325
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
2016 |
|
Year
ended December 31, 2016 |
|
Deferred Policy Acquisition Costs |
|
Future Policy Benefits, Losses, Claims and Loss Expenses |
|
Unearned Premiums |
|
Premium Revenue |
|
Net Investment Income |
|
Benefits, Claims, Losses and Settlement Expenses |
|
Amortization of Deferred Policy Acquisition Costs |
|
Other Operating Expenses |
|
Net Written Premiums |
Property |
$ |
46,938 |
|
|
$ |
627,774 |
|
|
$ |
289,080 |
|
|
$ |
720,951 |
|
|
$ |
— |
|
|
$ |
151,545 |
|
|
$ |
97,594 |
|
|
$ |
108,642 |
|
|
$ |
725,321 |
|
Casualty and
Specialty |
288,387 |
|
|
2,195,126 |
|
|
942,493 |
|
|
682,337 |
|
|
— |
|
|
380,396 |
|
|
191,729 |
|
|
88,984 |
|
|
809,848 |
|
Other |
— |
|
|
25,394
|
|
|
— |
|
|
142 |
|
|
181,726 |
|
|
(1,110 |
) |
|
— |
|
|
123 |
|
|
143 |
|
Total |
$
|
335,325 |
|
|
$
|
2,848,294 |
|
|
$
|
1,231,573 |
|
|
$
|
1,403,430 |
|
|
$
|
181,726 |
|
|
$
|
530,831 |
|
|
$
|
289,323 |
|
|
$
|
197,749 |
|
|
$
|
1,535,312 |
|
SCHEDULE
IV
RENAISSANCERE HOLDINGS LTD. AND
SUBSIDIARIES
SUPPLEMENTAL SCHEDULE OF REINSURANCE
PREMIUMS
(THOUSANDS OF UNITED STATES DOLLARS)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
Amounts
|
|
Ceded
to
Other
Companies
|
|
Assumed
From
Other
Companies
|
|
Net
Amount |
|
Percentage
of
Amount
Assumed
to Net
|
Year ended December 31, 2018 |
|
|
|
|
|
|
|
|
|
Property and liability premiums earned |
$
|
292,219 |
|
|
$
|
1,095,886 |
|
|
$
|
2,779,796 |
|
|
$
|
1,976,129 |
|
|
141
|
%
|
Year ended December 31, 2017 |
|
|
|
|
|
|
|
|
|
Property and liability premiums earned |
$
|
244,285 |
|
|
$
|
833,929 |
|
|
$
|
2,307,219 |
|
|
$
|
1,717,575 |
|
|
134
|
%
|
Year ended December 31, 2016 |
|
|
|
|
|
|
|
|
|
Property and liability premiums earned |
$
|
157,112 |
|
|
$
|
628,675 |
|
|
$
|
1,874,993 |
|
|
$
|
1,403,430 |
|
|
134
|
%
|
SCHEDULE
VI
RENAISSANCERE HOLDINGS LTD. AND
SUBSIDIARIES
SUPPLEMENTARY INSURANCE INFORMATION
CONCERNING
PROPERTY-CASUALTY INSURANCE
OPERATIONS
(THOUSANDS OF UNITED STATES DOLLARS)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Affiliation with
Registrant |
Deferred
Policy
Acquisition
Costs
|
|
Reserves for
Unpaid
Claims
and Claim
Adjustment
Expenses
|
|
Discount,
if
any,
Deducted
|
|
Unearned
Premiums
|
|
Earned
Premiums
|
|
Net
Investment
Income
|
Consolidated Subsidiaries |
|
|
|
|
|
|
|
|
|
|
|
Year
ended December 31, 2018 |
$
|
476,661 |
|
|
$
|
6,076,271 |
|
|
$
|
— |
|
|
$
|
1,716,021 |
|
|
$
|
1,976,129 |
|
|
$
|
261,866 |
|
Year ended December 31,
2017 |
$
|
426,551 |
|
|
$
|
5,080,408 |
|
|
$
|
— |
|
|
$
|
1,477,609 |
|
|
$
|
1,717,575 |
|
|
$
|
222,209 |
|
Year
ended December 31, 2016 |
$ |
335,325
|
|
|
$ |
2,848,294
|
|
|
$ |
—
|
|
|
$ |
1,231,573
|
|
|
$ |
1,403,430
|
|
|
$ |
181,726
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Claims
and Claim Adjustment Expenses Incurred Related to |
|
Amortization
of
Deferred
Policy
Acquisition
Costs
|
|
Paid Claims
and
Claim
Adjustment
Expenses
|
|
Net
Premiums
Written
|
|
|
Affiliation with
Registrant |
Current Year |
|
Prior Year |
|
Consolidated Subsidiaries |
|
|
|
|
|
|
|
|
|
|
|
Year
ended December 31, 2018 |
$
|
1,390,767 |
|
|
$
|
(270,749 |
)
|
|
$
|
432,989 |
|
|
$
|
894,769 |
|
|
$
|
2,131,902 |
|
|
|
Year ended December 31,
2017 |
$
|
1,902,424 |
|
|
$
|
(40,996 |
)
|
|
$
|
346,892 |
|
|
$
|
974,825 |
|
|
$
|
1,871,325 |
|
|
|
Year
ended December 31, 2016 |
$
|
694,957 |
|
|
$
|
(164,126 |
)
|
|
$
|
289,323 |
|
|
$
|
589,294 |
|
|
$
|
1,535,312 |
|
|
|
Office Locations
RenaissanceRe Holdings Ltd. and Subsidiaries
|
Bermuda
|
Headquarters |
Renaissance House 12 Crow Lane
|
Pembroke HM 19 |
Bermuda |
Tel: +1 441 295 4513 |
|
London
125 Old Broad Street
|
London, EC2N 1AR |
United Kingdom |
Tel: +44 (0)20 7283 2646 |
|
Dublin
4th and 5th Floors
|
Hardwicke House |
Upper Hatch Street |
Dublin 2, Ireland |
Tel: +353 1 678 7388 |
|
Singapore
50 Collyer Quay
|
OUE Bayfront #12-02 |
Singapore 049321 |
Tel: +65 6572 8866 |
|
Zurich |
Dufourstrasse 101 |
CH-8008 Zurich, Switzerland |
Tel: +41 (0)44 385 8051 |
|
USA
|
|
New York
140 Broadway, Suite 4200
|
New York, New York 10005 |
Tel: +1 212 238 9600 |
|
Chicago
200 North Martingale Road
|
Suite 510 |
Schaumburg, Il 60173, USA |
Tel: +1 847 310 5960 |
|
Connecticut |
Two Stamford Plaza 281 Tresser Blvd., 15th Floor
|
Stamford, CT 06901 |
Tel: +1 203 900 1200 |
|
North Carolina |
WeatherPredict Consulting Inc. 3128 Highwoods Boulevard
|
Suite 230 |
Raleigh, NC 27604 |
Tel: +1 919 876 3633 |
|
Rhode Island |
WeatherPredict Consulting Inc. 26 South County Commons Way
|
Unit A7 |
South Kingstown, RI 02879 |
Tel: +1 401 788 9031 |
Leadership Team
RenaissanceRe Holdings Ltd. and Subsidiaries
|
Kevin J. ODonnell |
President and |
Chief Executive Officer |
RenaissanceRe Holdings Ltd. |
|
Robert Qutub |
Executive Vice President |
and Chief Financial Officer |
RenaissanceRe Holdings Ltd. |
|
|
Ian D. Branagan |
Senior Vice President |
and Group Chief Risk Officer |
RenaissanceRe Holdings Ltd. |
|
|
Sean G. Brosnan |
Senior Vice President and |
Chief Investment Officer |
RenaissanceRe Holdings Ltd. |
|
|
Ross A. Curtis |
Senior Vice President and |
Group Chief Underwriting Officer |
RenaissanceRe Holdings Ltd. |
Bryan Dalton
|
Senior Vice President and |
Active Underwriter |
RenaissanceRe Syndicate 1458 |
Aditya K. Dutt
|
President |
Renaissance Underwriting |
Managers, Ltd. |
Senior Vice President and |
Treasurer |
RenaissanceRe Holdings Ltd. |
|
James C. Fraser |
Senior Vice President and |
Chief Accounting Officer |
RenaissanceRe Holdings Ltd. |
David E. Marra
|
Senior Vice President and |
Chief Underwriting Officer |
Casualty and Specialty |
RenaissanceRe Holdings Ltd. |
President |
Renaissance Reinsurance U.S. |
|
|
Justin D. OKeefe |
Senior Vice President and |
Chief Underwriting Officer |
Property |
RenaissanceRe Holdings Ltd. |
|
|
Jonathan D. A. Paradine |
Chief Executive |
Singapore Branch |
Renaissance Reinsurance Ltd. |
DaVinci Reinsurance Ltd. |
Senior Vice President |
RenaissanceRe Holdings Ltd. |
Stephen H. Weinstein
|
Senior Vice President, |
Chief Compliance Officer, |
Group General Counsel |
and Corporate Secretary |
RenaissanceRe Holdings Ltd. |
|
|
|
Board of Directors
RenaissanceRe Holdings Ltd.
|
James L. Gibbons |
Non-Executive Chair |
RenaissanceRe Holdings Ltd. |
|
Kevin J. ODonnell |
President and Chief Executive Officer |
RenaissanceRe Holdings Ltd. |
|
David C. Bushnell |
Retired Chief Administrative Officer |
Citigroup Inc. |
|
Brian G. J. Gray |
Former Group Chief Underwriting Officer |
Swiss Reinsurance Company Ltd. |
|
Jean D. Hamilton |
Private Investor |
Independent Consultant |
|
Duncan P. Hennes |
Partner and Co-Founder |
Atrevida Partners, LLC |
|
Henry Klehm III |
Partner |
Jones Day |
|
Valerie Rahmani |
Former Chief Executive Officer |
Damballa, Inc. |
|
Carol P. Sanders |
Former Chief Financial Officer |
Sentry Insurance a Mutual Company |
|
Anthony M. Santomero |
Former President |
Federal Reserve Bank of Philadelphia |
|
Cynthia Trudell* |
Former Chief Human Resources Officer |
PepsiCo, Inc. |
|
Edward J. Zore* |
Retired Chairman and Chief Executive Officer |
The Northwestern Mutual Life Insurance Company |
* |
Mr. Zore will retire from the Board in conjunction with the Companys Annual General
Meeting of Shareholders in May 2019 and Ms. Trudell has been nominated to fill the vacancy that will be created by his retirement.
|
Financial and Investor Information
RenaissanceRe Holdings Ltd. and Subsidiaries
|
General Information About the Company |
|
For the Companys Annual Report, press releases, Forms 10-K and 10-Q or other filings, please visit our website:
renre.com |
|
Or Contact: |
Kekst CNC 437
Madison Avenue, 37th Floor
|
New York, NY 10022 |
Tel: +1 212 521 4800 |
|
Investor Inquiries Should be Directed to: |
Investor Relations, RenaissanceRe Holdings Ltd. |
Tel: +1 441 295 4513 E-mail: investorrelations@renre.com |
|
Additional Requests Can be Directed to: |
The Corporate Secretary, RenaissanceRe Holdings Ltd. |
Tel: +1 441 295 4513 E-mail: secretary@renre.com |
|
Stock Information |
|
The Companys common shares are listed on The New York Stock |
Exchange under the symbol RNR. |
Certifications
The Chief Executive Officer and Chief Financial Officer have certified in writing to the Securities and Exchange Commission (the SEC) as to the integrity of the Companys financial statements included in this Annual
Report and in the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2018 filed with the SEC and as to the effectiveness of the Companys disclosure controls and
procedures and internal control over financial reporting.
The certifications are filed as Exhibits 31.1, 31.2, 32.1 and 32.2 to our Form
10-K. Our Chief Executive Officer has certified to the New York Stock Exchange in 2018 that he was not aware of any violation by the Company of the New York Stock Exchange corporate governance listing
standards.
Independent Registered Public Accounting Firm
Ernst & Young Ltd., Hamilton, Bermuda
|
Registrar and Transfer Agent |
|
Computershare |
Tel: +1 866 245 5019 |
Shareholder website www.computershare.com/investor
|
|
Shareholder online inquiries https://www-us.computershare.com/investor/Contact
|
|
Shareholder correspondence should be mailed to: |
Computershare |
PO Box 505000 |
Louisville, KY 40233-5000 |
Tel: +1 866 245 5019 |
|
|
All stocks used in this report are FSC certified. Printed at a zero-discharge facility using soy-based inks. Please recycle this publication.
|
|
RenaissanceRe Holdings Ltd. |
Renaissance House
12 Crow Lane
|
Pembroke HM 19 |
Bermuda |
|
Tel: +1 441 295 4513 renre.com
|