Exhibit 99.5

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

On November 1, 2023 (the “Closing Date”), RenaissanceRe Holdings Ltd. (“RenaissanceRe” or the “Company”) completed the Validus Acquisition in accordance with the Stock Purchase Agreement, dated May 22, 2023 (as amended, the “Stock Purchase Agreement”), between RenaissanceRe and American International Group, Inc., a Delaware corporation and NYSE-listed company (together with its affiliates and subsidiaries, “AIG”), pursuant to which, upon the terms and subject to the conditions thereof, RenaissanceRe, or one of its subsidiaries, purchased, acquired and accepted from certain subsidiaries of AIG, all of their right, title and interest in the shares of Validus Holdings, Ltd. (“Validus Holdings”), and Validus Specialty, LLC, subsidiaries of AIG. The Company also acquired the renewal rights, records and customer relationships of the assumed treaty reinsurance business of Talbot Underwriting Limited, an affiliate of AIG (“Talbot”), a specialty (re)insurance group operating within the Lloyd’s market. The acquisitions under the Stock Purchase Agreement, together with the other transactions contemplated in the Stock Purchase Agreement, are referred to herein as the “Validus Acquisition”. Pursuant to the Validus Acquisition, the Company acquired a 100% voting equity interests in each of Validus Holdings and Validus Specialty, LLC.

In connection with the Validus Acquisition, on November 1, 2023, the Company paid to AIG aggregate consideration of $2.985 billion, consisting of the following: (i) cash consideration of $2.735 billion; and (ii) 1,322,541 common shares, which were valued at approximately $250.0 million based on a value of $189.03 per share at signing, pursuant to the Stock Purchase Agreement. The value of the acquisition consideration was $3.020 billion as of the closing date.

The following unaudited pro forma condensed combined balance sheet as of September 30, 2023 is presented as if the Validus Acquisition had occurred on September 30, 2023, and the unaudited pro forma condensed combined consolidated statement of operations for the nine months ended September 30, 2023, and the year ended December 31, 2022 are presented as if the Validus Acquisition had occurred on January 1, 2022. The combined historical financial statements of Validus Holdings and Validus Specialty, LLC, excluding Validus Specialty Underwriting Services, Inc., an entity previously wholly-owned by Validus Specialty, LLC and excluded from the Validus Acquisition (“the Specialty Business of Validus Specialty”, referred to throughout the unaudited pro forma condensed combined financial statements herein as “Validus Specialty”) have been adjusted to reflect the accounting for the Validus Acquisition in accordance with accounting principles generally accepted in the United States (“GAAP”); shown as “Transaction Adjustments”. Validus Holdings, Validus Specialty, and their respective subsidiaries are referred to collectively herein as “Validus”.

Separately, the Company completed the following two public securities offerings to fund a portion of the consideration for the Validus Acquisition:

 

•

On May 26, 2023, the Company completed an underwritten public offering of 7,245,000 of its common shares at the public offering price of $192.00 per share. The Company received net proceeds of approximately $1.352 billion from the equity offering after deducting the underwriting discounts and estimated offering expenses paid by the Company. The Company used the net proceeds from the offering to fund a portion of the cash consideration in the Validus Acquisition, to pay related costs and expenses, and for general corporate purposes.

 

•

On June 5, 2023, the Company completed an underwritten public offering of $750.0 million aggregate principal amount of 5.750% Senior Notes due 2033. The Company received net proceeds of approximately $741.0 million from the senior offering after deducting the underwriting discounts and estimated offering expenses payable by the Company. The Company used the net proceeds from this offering to fund a portion of the cash consideration in the Validus Acquisition, to pay related costs and expenses, and for general corporate purposes.

The interest expense resulting from the above senior notes offering are included in the Transaction Adjustments to the condensed combined statement of operations for the twelve months ended December 31, 2022 and nine months ended September 30, 2023.

The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X. The unaudited pro forma consolidated financial information is derived from and should be read in conjunction with:

 

•

the accompanying notes to the unaudited pro forma consolidated financial information contained herein;

 

•

the historical audited consolidated financial statements of the Company, as of, and for the year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K filed with the SEC on February 8, 2023;

 

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•

the historical unaudited consolidated financial statements of the Company, as of, and for the three and nine months ended September 30, 2023 included in the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 2, 2023;

 

•

the audited financial statements of Validus Holdings and Validus Specialty as of and for the year ended December 31, 2022, which are included in Exhibit 99.1 to this Current Report on Form 8-K/A;

 

•

the unaudited financial statements of Validus Holdings and Validus Specialty as of and for the nine months ended September 30, 2023, which are included in exhibit 99.2 to this Current Report on Form 8-K/A.

The accompanying unaudited pro forma consolidated financial information was derived by making certain Transaction Adjustments to the historical financial statements noted above. The adjustments are based on currently available information and certain estimates and assumptions. Therefore, the actual impact of the Validus Acquisition may differ from the adjustments made to the unaudited pro forma consolidated financial information. However, management believes that the assumptions provide a reasonable basis for presenting the significant effects of the Validus Acquisition as if it had occurred (i) on September 30, 2023 for the pro forma condensed combined balance sheet and (ii) on January 1, 2022 for the pro forma condensed combined statements of operations for the twelve months ended December 31, 2022 and the nine months ended September 30, 2023.

RenaissanceRe has incurred, and expects to incur in the future, certain nonrecurring charges in connection with the integration of Validus. RenaissanceRe is not able to determine the full extent of the timing, nature, and amount of anticipated future charges as of the date of this unaudited pro forma consolidated financial information. These charges have affected, and will affect, the results of operations of the combined company in the period in which they are incurred. Given the uncertainty of expected future charges, the unaudited pro forma consolidated financial information does not include the effects of any costs associated with any restructuring or integration activities resulting from the transaction.

The unaudited pro forma consolidated financial information is provided for informational purposes only and is not necessarily, and should not be assumed to be, an indication of the results that would have been achieved had the transaction been completed as of the dates indicated or that may be achieved in the future. The estimates of fair value are dependent upon certain valuations and other studies. Accordingly, actual adjustments will differ, perhaps materially, from those reflected in the pro forma consolidated financial information. In addition, the unaudited pro forma condensed combined financial information does not give consideration to the impact of possible revenue enhancements, expense efficiencies, synergies or asset dispositions that may result from the Validus Acquisition.

 

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Unaudited Pro Forma Condensed Combined Balance Sheet

As at September 30, 2023

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

 

		RenaissanceRe				Validus (1)				Transaction Adjustments (2)						Total Pro Forma Combined
Assets
Fixed maturity investments trading, at fair value		$	16,083,046			$	3,821,834			$	—					$	19,904,880
Short term investments, at fair value			6,519,207				1,197,274				(605,071	)		(a)			7,111,410
Equity investments trading, at fair value			95,342				—				—						95,342
Other investments, at fair value			3,167,941				—				—						3,167,941
Investments in other ventures, under equity method			101,103				4,881				—						105,984
Total investments			25,966,639				5,023,989				(605,071	)					30,385,557
Cash and cash equivalents			1,195,884				456,061				(2,757,257	)		(b)			(1,105,312	)
Premiums receivable			5,928,809				2,529,218				(409,587	)		(c)			8,048,440
Prepaid reinsurance premiums			1,028,916				396,468				(2,937	)		(d)			1,422,447
Reinsurance recoverable			4,253,259				1,534,469				(222,721	)		(e)			5,565,007
Accrued investment income			153,573				21,197				—						174,770
Deferred acquisition costs			1,267,088				643,601				(27,708	)		(f)			1,882,981
Receivable for investments sold			480,727				89,280				—						570,007
Other assets			334,284				1,161,834				(1,102,145	)		(g)			393,973
Goodwill and other intangibles			233,897				—				550,647			(h)			784,544
Total assets		$	40,843,076			$	11,856,117			$	(4,576,779	)				$	48,122,414
Liabilities
Reserve for claims and claim expenses		$	15,955,165			$	5,073,580			$	(406,490	)		(i)		$	20,622,255
Unearned premiums			5,222,496				2,507,561				(691,758	)		(j)			7,038,299
Debt			1,882,893				—				—						1,882,893
Reinsurance balances payable			3,323,606				416,432				(427	)		(k)			3,739,611
Payable for investments purchased			811,578				114				—						811,692
Other liabilities			396,487				97,500				19,914			(l)			513,901
Total liabilities			27,592,225				8,095,187				(1,078,761	)					34,608,651
Redeemable noncontrolling interest			5,662,234				—				—						5,662,234
Shareholders’ Equity
Preference shares			750,000			$	—			$	—					$	750,000
Common shares			51,174				—				1,323			(m)			52,497
Additional paid-in capital			1,836,742				1,292,179				(1,008,333	)		(n)			2,120,588
Accumulated other comprehensive (loss) income			(14,506	)			26,672				(26,672	)		(o)			(14,506	)
Retained earnings			4,965,207				2,442,079				(2,464,336	)		(p)			4,942,950
Total shareholders’ equity			7,588,617				3,760,930				(3,498,018	)					7,851,529
Total liabilities, noncontrolling interests and shareholders’ equity		$	40,843,076			$	11,856,117			$	(4,576,779	)				$	48,122,414

 

(1)

Represents the combined historical reported balances of Validus Holdings and Validus Specialty, net of intercompany eliminations between Validus Holdings and Validus Specialty, and reclassified to conform to the presentation of the combined entity, as of September 30, 2023. See “Note 2. Validus Presentation” for further details on the intercompany eliminations between Validus Holdings and Validus Specialty and “Note 3. Validus Reclassification Adjustments” for further details on the reclassifications to conform to the presentation of the combined entity.

(2)	See “Note 5. Unaudited Pro Forma Adjustments” for additional information regarding the transaction adjustments.

See accompanying notes to the unaudited pro forma condensed combined financial information.

 

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Unaudited Pro Forma Condensed Combined Statement of Operations

For the nine months ended September 30, 2023

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

 

		RenaissanceRe				Validus (1)				Transaction Adjustments (2)						Total Pro Forma Combined
Revenues
Gross premiums written		$	7,060,325			$	3,477,709			$	(663,599	)		(q)		$	9,874,435
Net premiums written		$	5,880,766			$	2,735,433			$	(631,666	)		(r)		$	7,984,533
Change in unearned premiums			(659,078	)			(680,652	)			623,902			(s)			(715,828	)
Net premiums earned			5,221,688				2,054,781				(7,764	)					7,268,705
Net investment income			876,148				161,789				—						1,037,937
Net foreign exchange (losses) gains			(53,877	)			(27,584	)			2,321			(t)			(79,140	)
Equity in earnings of other ventures			28,072				841				—						28,913
Other income (loss)			(6,296	)			—				—						(6,296	)
Net realized and unrealized (losses) gains on investments			(171,417	)			(28,009	)			—						(199,426	)
Total revenues			5,894,318				2,161,818				(5,443	)					8,050,693
Expenses
Net claims and claim expenses incurred			2,593,987				1,144,757				52,311			(u)			3,791,056
Acquisition expenses			1,280,547				498,244				(188,640	)		(v)			1,590,152
Operational expenses			240,716				89,293				—						330,009
Corporate expenses			53,357				2,403				—						55,760
Interest expense			49,980				106,984				18,977			(w)			175,940
Total expenses			4,218,587				1,841,681				(117,352	)					5,942,917
Income (loss) before taxes			1,675,731				320,137				111,909						2,107,776
Income tax benefit (expense)			(44,139	)			(14,099	)			(15,319	)		(x)			(73,557	)
Net income (loss)			1,631,592				306,038				96,590						2,034,219
Net (income) loss attributable to redeemable NCI			(655,986	)			—				—						(655,986	)
Net income (loss)			975,606				306,038				96,590						1,378,233
Dividends on preference shares			(26,531	)			—				—						(26,531	)
Net income (loss) available (attributable) to common shareholders		$	949,075			$	306,038			$	96,590					$	1,351,702

 

(1)

Represents the combined historical reported balances of Validus Holdings and Validus Specialty, net of intercompany eliminations between Validus Holdings and Validus Specialty, and reclassified to conform to the presentation of the combined entity, for the nine months ended September 30, 2023. See “Note 2. Validus Presentation” for further details on the intercompany eliminations between Validus Holdings and Validus Specialty and “Note 3. Validus Reclassification Adjustments” for further details on the reclassifications to conform to the presentation of the combined entity.

(2)	See “Note 5. Unaudited Pro Forma Adjustments” for additional information regarding the transaction adjustments.

See accompanying notes to the unaudited pro forma condensed combined financial information.

 

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Unaudited Pro Forma Condensed Combined Statement of Operations

For the year ended December 31, 2022

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

 

		RenaissanceRe				Validus (1)				Transaction Adjustments (2)						Total Pro Forma Combined
Revenues
Gross premiums written		$	9,213,540			$	3,080,316			$	(42,930	)		(y)		$	12,250,926
Net premiums written		$	7,196,160			$	2,528,531			$	(14,050	)		(z)		$	9,710,641
Change in unearned premiums			(862,171	)			(294,027	)			118,726			(aa)			(1,037,472	)
Net premiums earned			6,333,989				2,234,504				104,676						8,673,169
Net investment income			559,932				128,008				—						687,940
Net foreign exchange (losses) gains			(56,909	)			17,552				—						(39,357	)
Equity in earnings of other ventures			11,249				792				—						12,041
Other income (loss)			12,636				—				—						12,636
Net realized and unrealized (losses) gains on investments			(1,800,485	)			(376,606	)			—						(2,177,091	)
Total revenues			5,060,412				2,004,250				104,676						7,169,338
Expenses
Net claims and claim expenses incurred			4,338,840				1,403,881				55,912			(ab)			5,798,633
Acquisition expenses			1,568,606				583,837				289,087			(ac)			2,441,530
Operational expenses			276,691				105,513				—						382,204
Corporate expenses			46,775				3,606				22,257			(ad)			72,638
Interest expense			48,335				31,437				44,080			(ae)			123,852
Total expenses			6,279,247				2,128,274				411,336						8,818,857
Income (loss) before taxes			(1,218,835	)			(124,024	)			(306,660	)					(1,649,519	)
Income tax benefit (expense)			59,019				(35,524	)			8,968			(af)			32,463
Net income (loss)			(1,159,816	)			(159,548	)			(297,692	)					(1,617,056	)
Net (income) loss attributable to redeemable NCI			98,613				—				—						98,613
Net income (loss) attributable to the Company			(1,061,203	)			(159,548	)			(297,692	)					(1,518,443	)
Dividends on preference shares			(35,375	)			—				—						(35,375	)
Net income (loss) available (attributable) to common shareholders		$	(1,096,578	)		$	(159,548	)		$	(297,692	)				$	(1,553,818	)

 

(1)

Represents the combined historical reported balances of Validus Holdings and Validus Specialty, net of intercompany eliminations between Validus Holdings and Validus Specialty, and reclassified to conform to the presentation of the combined entity, for the twelve months ended December 31, 2022. See “Note 2. Validus Presentation” for further details on the intercompany eliminations between Validus Holdings and Validus Specialty and “Note 3. Validus Reclassification Adjustments” for further details on the reclassifications to conform to the presentation of the combined entity.

(2)	See “Note 5. Unaudited Pro Forma Adjustments” for additional information regarding the transaction adjustments.

See accompanying notes to the unaudited pro forma condensed combined financial information.

 

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NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Note 1. Pro Forma Basis of Presentation

The unaudited pro forma condensed combined balance sheet as of September 30, 2023 and the unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2023 and year ended December 31, 2022 are based on the historical financial statements of RenaissanceRe and Validus after giving effect to the completion of the Validus Acquisition and the assumptions and adjustments described in the accompanying notes. The unaudited pro forma condensed combined balance sheet as of September 30, 2023 is presented as if the Validus Acquisition had occurred on September 30, 2023. The unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2023 and year ended December 31, 2022 are presented as if the acquisition of Validus had occurred on January 1, 2022. The unaudited pro forma condensed combined financial information does not give consideration to the impact of possible revenue enhancements, expense efficiencies, synergies, strategy modifications, asset dispositions or other actions.

RenaissanceRe’s and Validus’ financial statements were prepared in accordance with U.S. GAAP and presented in U.S. dollars (“USD”).

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

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

The estimated fair value of the Validus assets acquired and liabilities assumed, including the fair value of the estimated identifiable intangible assets, are based on the actual net tangible and intangible assets of Validus that existed at the date of completion of the acquisition. RenaissanceRe retained a third-party valuation adviser to complete a formal valuation study of the Validus assets and liabilities, including identifiable intangible assets.

In addition to the estimated identifiable finite lived intangible assets, the fair value adjustments include the elimination of deferred acquisition costs, the addition of the value of business acquired, and a reduction to reserves for claims and claim expenses to reflect the risk margin, net of discounting. The weighted average life of the value of business acquired (“VOBA”) and risk margin, net of discounting is 2.0 years and 16.0 years, respectively. The estimated identifiable finite lived intangible assets include renewal rights, agent relationships, asset management contracts, and the trade name. The weighted average useful life of the estimated identifiable finite lived intangible assets is estimated to be 14.1 years. Goodwill represents the excess of the estimated purchase price over the estimated fair value of the Validus assets and liabilities, including the fair value of the estimated identifiable finite intangible assets, and will not be amortized, but will be subject to periodic impairment testing.

RenaissanceRe has incurred, and expects to incur in the future, certain nonrecurring charges in connection with the integration of Validus. RenaissanceRe is not able to determine the full extent of the timing, nature, and amount of anticipated future charges as of the date of this unaudited pro forma condensed combined financial information. These charges have affected, and will affect, the results of operations of the combined company in the period in which they are incurred. Given the uncertainty of expected future charges, the unaudited pro forma consolidated financial information does not include the effects of any costs associated with any restructuring or integration activities resulting from the transaction.

The unaudited pro forma condensed combined balance sheet and statements of operations are presented solely for informational purposes and are not necessarily indicative of the condensed combined statement of operations or condensed combined balance sheet that might have been achieved for the periods or dates indicated, nor are they necessarily indicative of the future results of the combined company.

 

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Note 2. Validus Presentation

Financial information of Combined Validus, net of intercompany eliminations, in the “Validus” column of the unaudited pro forma condensed combined financial statements represents the combined historical reported balances of Validus Holdings and Validus Specialty, net of intercompany eliminations between Validus Holdings and Validus Specialty, as of and for the nine months ended September 30, 2023 and for the twelve months ended December 31, 2022 as follows:

 

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Unaudited Combined Balance Sheet

As at September 30, 2023

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

 

		Validus Holdings				Validus Specialty				Intercompany Eliminations				Combined Validus, net of intercompany eliminations
Assets
Fixed maturity investments trading, at fair value		$	3,821,834			$	—			$	—			$	3,821,834
Short term investments, at fair value			965,305				—				—				965,305
Cash and cash equivalents			417,964				23,651				—				441,615
Restricted cash			241,416				4,999				—				246,415
Total investments and cash			5,446,519				28,650				—				5,475,169
Investments in operating affiliates, equity method			4,881				—				—				4,881
Premiums receivable			2,317,552				—				—				2,317,552
Deferred acquisition costs			545,749				—				—				545,749
Prepaid reinsurance premiums			396,468				—				—				396,468
Loss reserves recoverable			1,534,469				—				—				1,534,469
Paid losses recoverable			88,439				—				—				88,439
Income taxes recoverable			9,498				16,589				—				26,087
Deferred tax assets, net			28,040				12,072				—				40,112
Balances due from affiliates			1,050,291				11,765				(6,197	)			1,055,859
Accrued investment income			21,197				—				—				21,197
Funds withheld			123,227				—				—				123,227
Other assets			108,940				394				—				109,334
Property and equipment			—				4,835				—				4,835
Operating lease right of use asset			—				14,887				—				14,887
Total assets		$	11,675,270			$	89,192			$	(6,197	)		$	11,758,265
Liabilities
Reserve for claims and claim expenses		$	5,073,580			$	—			$	—			$	5,073,580
Unearned premiums			2,507,561				—				—				2,507,561
Reinsurance balances payable			315,625				249				—				315,874
Income taxes payable			20,815				—				—				20,815
Deferred tax liabilities			—				3,130				—				3,130
Balances due to affiliates			23,945				12,095				(6,197	)			29,843
Funds withheld liability			2,706				—				—				2,706
Accounts payable and accrued expenses			26,393				1,448				—				27,841
Other liabilities			114				—				—				114
Current portion of operating lease liabilities			—				15,871				—				15,871
Long term portion of operating lease liabilities			—				—				—				—
Total liabilities			7,970,739				32,793				(6,197	)			7,997,335
Shareholders’ Equity
Common shares			—				—				—				—
Accumulated other comprehensive income			26,672				—				—				26,672
Additional paid-in capital			1,292,179				—				—				1,292,179
Retained earnings			2,385,680				56,399				—				2,442,079
Total shareholders’ equity			3,704,531				56,399				—				3,760,930
Total liabilities and shareholders’ equity		$	11,675,270			$	89,192			$	(6,197	)		$	11,758,265

 

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Unaudited Combined Statement of Operations

For the nine months ended September 30, 2023

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

 

		Validus Holdings				Validus Specialty				Intercompany Eliminations				Combined Validus, net of intercompany eliminations
Revenues
Gross premiums written		$	3,477,709			$	—							$	3,477,709
Reinsurance premiums ceded			(742,276	)			—								(742,276	)
Net premiums written			2,735,433				—								2,735,433
Change in unearned premiums			(680,652	)			—								(680,652	)
Net premiums earned			2,054,781				—								2,054,781
Net investment income			161,471				—								161,471
Net realized losses on investments			(62,452	)			—								(62,452	)
Net change in unrealized gains on investments			34,443				—								34,443
Other insurance-related income and other income			14,091				—				(990	)			13,101
Foreign exchange losses, net			(27,584	)			—								(27,584	)
Management fee income - related party							33,986				(16,601	)			17,385
Total revenues			2,174,750				33,986				(17,591	)			2,191,145
Expenses
Losses and loss expenses			1,144,757				—								1,144,757
Policy acquisition costs			498,244				—								498,244
General and administrative expenses			100,527				29,324				(17,591	)			112,260
Share compensation expenses			6,806				2,730								9,536
Finance expenses			107,143				9								107,152
Transaction expenses			161				57								218
Total expenses			1,857,638				32,120				(17,591	)			1,872,167
Income before taxes and before income from operating affiliates and structured notes			317,112				1,866								318,978
Income tax (expense) benefit			(14,213	)			114								(14,099	)
Income from operating affiliates			841				—								841
Income from structured notes receivable from AlphaCat ILS fund			318				—								318
Net income and comprehensive income		$	304,058			$	1,980			$	—			$	306,038

 

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Unaudited Combined Statement of Operations

For the twelve months ended December 31, 2022

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

 

		Validus Holdings				Validus Specialty				Intercompany Eliminations				Combined Validus, net of intercompany eliminations
Revenues
Gross premiums written		$	3,080,316			$	—			$	—			$	3,080,316
Reinsurance premiums ceded			(551,785	)			—				—			$	(551,785	)
Net premiums written			2,528,531				—				—				2,528,531
Change in unearned premiums			(294,027	)			—				—				(294,027	)
Net premiums earned			2,234,504				—				—				2,234,504
Net investment income			128,184				—				—				128,184
Net realized losses on investments			(12,537	)			—				—				(12,537	)
Net change in unrealized losses on investments			(364,069	)			—				—				(364,069	)
Other insurance-related income and other income			24,021				—				(323	)			23,698
Foreign exchange gains, net			17,552				—				—				17,552
Management fee income - related party			—				39,207				(18,537	)			20,670
Net interest income			—				83				—				83
Total revenues			2,027,655				39,290				(18,860	)			2,048,085
Expenses
Losses and loss expenses			1,403,881				—				—				1,403,881
Policy acquisition costs			583,837				—				—				583,837
General and administrative expenses			129,529				34,893				(18,860	)			145,562
Share compensation expenses			4,811				2,586				—				7,397
Finance expenses			31,637				9				—				31,646
Transaction expenses			618				40				—				658
Total expenses			2,154,313				37,528				(18,860	)			2,172,981
(Loss) Income before taxes and before income (loss) from operating affiliates and structured notes			(126,658	)			1,762				—				(124,896	)
Income tax expense			(34,747	)			(777	)			—				(35,524	)
Net (loss) income			(161,405	)			985				—				(160,420	)
Income from operating affiliates			792				—				—				792
Income from structured notes receivable from AlphaCat ILS fund			80				—				—				80
Net (loss) income and comprehensive (loss) income		$	(160,533	)		$	985			$	—			$	(159,548	)

 

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Note 3. Validus Reclassification Adjustments

Financial information of Validus in the “Validus” column of the unaudited pro forma condensed combined financial statements represents the combined historical reported balances of Validus Holdings and Validus Specialty, net of intercompany eliminations, reclassified to conform to the presentation of the combined entity for these captions, as follows:

Combined Balance Sheet

As at September 30, 2023

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

 

		Combined Validus, net of intercompany eliminations				Reclassification amount				RC (1)				Validus
Assets
Short term investments, at fair value		$	965,305			$	231,969				(1)			$	1,197,274
Investments in other ventures, under equity method			—				4,881				(2)				4,881
Cash and cash equivalents			441,615				14,446				(3)				456,061
Restricted cash			246,415				(246,415	)			(1) (3)				—
Investments in operating affiliates, equity method			4,881				(4,881	)			(2)				—
Premiums receivable			2,317,552				211,666				(4)				2,529,218
Deferred acquisition costs			545,749				97,852				(5)				643,601
Receivable for investments sold			—				89,280				(6)				89,280
Reinsurance recoverable			—				1,534,469				(7)				1,534,469
Loss reserves recoverable			1,534,469				(1,534,469	)			(7)				—
Paid losses recoverable			88,439				(88,439	)			(4)				—
Income taxes recoverable			26,087				(26,087	)			(8)				—
Deferred tax assets, net			40,112				(40,112	)			(8)				—
Balances due from affiliates			1,055,859				(1,055,859	)			(8)				—
Funds withheld			123,227				(123,227	)			(4)				—
Other assets			109,334				1,052,500				(8)				1,161,834
Property and equipment			4,835				(4,835	)			(8)				—
Operating lease right of use asset			14,887				(14,887	)			(8)				—
Liabilities
Reinsurance balances payable		$	315,874			$	100,558				(9)			$	416,432
Income taxes payable			20,815				(20,815	)			(11)				—
Deferred tax liabilities			3,130				(3,130	)			(11)				—
Balances due to affiliates			29,843				(29,843	)			(11)				—
Funds withheld liability			2,706				(2,706	)			(9)				—
Accounts payable and accrued expenses			27,841				(27,841	)			(10) (11)				—
Payable for investments purchased			—				114				(10)				114
Other liabilities			114				97,386				(11)				97,500
Current portion of operating lease liabilities			15,871				(15,871	)			(11)				—

 

(1)	See table below for detailed breakdown of each of the reclasses noted above

 

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Reclasses to the Combined Balance Sheet

 

				September 30, 2023
Assets
RC (1)		Short term investments, at fair value
		Balance - before reclass		$	965,305
		Reclass from restricted cash			231,969
		Balance - after reclass			1,197,274
RC (2)		Investments in other ventures, under equity method
		Balance - before reclass			—
		Reclass investments in operating affiliates, equity method to investments in other ventures, under equity method			4,881
		Balance - after reclass			4,881
RC (3)		Cash and cash equivalents
		Balance - before reclass			441,615
		Reclass from restricted cash			14,446
		Balance - after reclass			456,061
RC (4)		Premiums receivable
		Balance - before reclass			2,317,552
		Reclass paid loss recoverable to premiums receivable			88,439
		Reclass funds withheld to premiums receivable			123,227
		Balance - after reclass			2,529,218
RC (5)		Deferred acquisition costs
		Balance - before reclass			545,749
		Reclass from Reinsurance balances payable			97,852
		Balance - after reclass			643,601
RC (6)		Receivable for investments sold
		Balance - before reclass			—
		Reclass from other assets			89,280
		Balance - after reclass			89,280
RC (7)		Reinsurance recoverable
		Balance - before reclass			—
		Reclass loss reserves recoverable to reinsurance recoverable			1,534,469
		Balance - after reclass			1,534,469
RC (8)		Other assets
		Balance - before reclass			109,334
		Reclass to receivable for investments sold			(89,280	)
		Reclass income taxes recoverable to other assets			26,087
		Reclass deferred tax assets to other assets			40,112
		Reclass balances due from affiliates to other assets			1,055,859
		Reclass property and equipment to other assets			4,835
		Reclass operating lease right of use asset to other assets			14,887
		Balance - after reclass			1,161,834

 

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Liabilities
RC (9)		Reinsurance balances payable
		Balance - before reclass		$	315,874
		Reclass to deferred acquisition costs			97,852
		Reclass funds withheld liability to reinsurance balances payable			2,706
		Balance - after reclass			416,432
RC (10)		Payable for investments purchased
		Balance - before reclass			—
		Reclass from accounts payable and accrued expenses			114
		Balance - after reclass			114
RC (11)		Other liabilities
		Balance - before reclass			114
		Reclass balances due to affiliates to other liabilities			29,843
		Reclass operating lease liability to other liabilities			15,871
		Reclass income taxes payable to other liabilities			20,815
		Reclass deferred tax liabilities to other liabilities			3,130
		Reclass from accounts payable and accrued expenses			27,727
		Balance - after reclass			97,500

 

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Combined Statement of Operations

For the nine months ended September 30, 2023

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

 

		Combined Validus, net of intercompany eliminations				Reclassification amount				RC (1)		Validus
Revenues
Net investment income		$	161,471			$	318			(1)		$	161,789
Net realized and unrealized gains (losses) on investments			—				(28,009	)		(2)			(28,009	)
Net realized losses on investments, net			(62,452	)			62,452			(2)			—
Net change in unrealized gains (losses) on investments, net			34,443				(34,443	)		(2)			—
Other insurance-related income and other income			13,101				(13,101	)		(4)			—
Equity in earnings of other ventures			—				841			(3)			841
Management fee income - related party			17,385				(17,385	)		(4)			—
Expenses
General and administrative expenses		$	112,260			$	(112,260	)		(4)(5)		$	—
Operational expenses			—				89,293			(4)			89,293
Corporate expenses			—				2,403			(5)			2,403
Share compensation expenses			9,536				(9,536	)		(4)			—
Finance expenses			107,152				(107,152	)		(4)(6)			—
Transaction expenses			218				(218	)		(5)			—
Interest expense			—				106,984			(6)			106,984
Income (loss) from operating affiliates			841				(841	)		(3)			—
Income (loss) from structured notes receivable from AlphaCat ILS fund			318				(318	)		(1)			—

 

(1)	See table below for detailed breakdown of each of the reclasses noted above

 

- 14 -

Reclasses to the Combined Statement of Operations

 

				September 30, 2023
Revenues
RC (1)		Net investment income
		Balance - before reclass		$	161,471
		Reclass income (loss) from structures notes receivable from AlphaCat ILS fund to net investment income			318
		Balance - after reclass			161,789
RC (2)		Net realized and unrealized gains (losses) on investments
		Balance - before reclass			—
		Reclass net realized losses on investments, net to net realized and unrealized gains (losses) on investments			(62,452	)
		Reclass net change in unrealized gains (losses) on investments, net to net realized and unrealized gains (losses) on investments			34,443
		Balance - after reclass			(28,009	)
RC (3)		Equity in earnings of other ventures
		Balance - before reclass			—
		Reclass income (loss) from operating affiliates to equity in earnings of other ventures			841
		Balance - after reclass			841
Expenses
RC (4)		Operational expenses
		Balance - before reclass		$	—
		Reclass other insurance related income and other income to operational expenses			(13,101	)
		Reclass management fee income - related party to operational expenses			(17,385	)
		Reclass from general and administrative expenses			110,075
		Reclass share compensation expenses to operational expenses			9,536
		Reclass from finance expenses			168
		Balance - after reclass			89,293
RC (5)		Corporate expenses
		Balance - before reclass			—
		Reclass from general and administrative expenses			2,185
		Reclass transaction expenses to corporate expenses			218
		Balance - after reclass			2,403
RC (6)		Interest expense
		Balance - before reclass			—
		Reclass from finance expense			106,984
		Balance - after reclass			106,984

 

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Combined Statement of Operations

For the twelve months ended December 31, 2022

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

 

		Combined Validus, net of intercompany eliminations				Reclassification amount				RC (1)				Validus
Revenues
Net investment income		$	128,184			$	(176	)			(1)			$	128,008
Net realized and unrealized gains (losses) on investments			—				(376,606	)			(2)				(376,606	)
Net realized (losses) gains on investments			(12,537	)			12,537				(2)				—
Net change in unrealized losses on investments			(364,069	)			364,069				(2)				—
Other insurance-related income and other income			23,698				(23,698	)			(4)				—
Equity in earnings of other ventures			—				792				(3)				792
Management fee income - related party			20,670				(20,670	)			(4)				—
Net interest income			83				(83	)			(1)				—
Expenses
General and administrative expenses		$	145,562			$	(145,562	)			(1)(4)(5)			$	—
Operational expenses			—				105,513				(4)				105,513
Corporate expenses			—				3,606				(5)				3,606
Share compensation expenses			7,397				(7,397	)			(4)				—
Finance expenses			31,646				(31,646	)			(4)(6)				—
Transaction expenses			658				(658	)			(5)				—
Interest expense			—				31,437				(6)				31,437
Income (loss) from operating affiliates			792				(792	)			(3)				—
Income (loss) from structured notes receivable from AlphaCat ILS fund			80				(80	)			(1)				—

 

(1)	See table below for detailed breakdown of each of the reclasses noted above

 

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