RNR Q3 2012 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2012
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)
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 Q No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes Q No 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 Q, Accelerated filer o, Non-accelerated filer o, Smaller reporting company o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes o No Q
The number of Common Shares, par value US $1.00 per share, outstanding at October 31, 2012 was 48,156,329.
RENAISSANCERE HOLDINGS LTD.
TABLE OF CONTENTS
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ITEM 1. | | |
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ITEM 2. | | |
ITEM 3. | | |
ITEM 4. | | |
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ITEM 1. | | |
ITEM 1A. | | |
ITEM 2. | | |
ITEM 3. | | |
ITEM 4. | | |
ITEM 5. | | |
ITEM 6. | | |
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATMENTS
RenaissanceRe Holdings Ltd. and Subsidiaries
Consolidated Balance Sheets
(in thousands of United States Dollars, except per share amounts)
|
| | | | | | | |
| September 30, 2012 | | December 31, 2011 |
Assets | (Unaudited) | | (Audited) |
Fixed maturity investments trading, at fair value | | | |
(Amortized cost $4,971,116 and $4,265,929 at September 30, 2012 and December 31, 2011, respectively) | $ | 5,089,540 |
| | $ | 4,291,465 |
|
Fixed maturity investments available for sale, at fair value | | | |
(Amortized cost $82,045 and $130,669 at September 30, 2012 and December 31, 2011, respectively) | 94,826 |
| | 142,052 |
|
Short term investments, at fair value | 679,356 |
| | 905,477 |
|
Equity investments trading, at fair value | 57,617 |
| | 50,560 |
|
Other investments, at fair value | 752,000 |
| | 748,984 |
|
Investments in other ventures, under equity method | 82,212 |
| | 70,714 |
|
Total investments | 6,755,551 |
| | 6,209,252 |
|
Cash and cash equivalents | 249,123 |
| | 216,984 |
|
Premiums receivable | 701,240 |
| | 471,878 |
|
Prepaid reinsurance premiums | 189,592 |
| | 58,522 |
|
Reinsurance recoverable | 209,490 |
| | 404,029 |
|
Accrued investment income | 37,327 |
| | 33,523 |
|
Deferred acquisition costs | 83,222 |
| | 43,721 |
|
Receivable for investments sold | 344,367 |
| | 117,117 |
|
Other assets | 215,008 |
| | 180,992 |
|
Goodwill and other intangible assets | 8,588 |
| | 8,894 |
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Total assets | $ | 8,793,508 |
| | $ | 7,744,912 |
|
Liabilities, Noncontrolling Interests and Shareholders’ Equity | | | |
Liabilities | | | |
Reserve for claims and claim expenses | $ | 1,782,680 |
| | $ | 1,992,354 |
|
Unearned premiums | 718,261 |
| | 347,655 |
|
Debt | 358,595 |
| | 353,620 |
|
Reinsurance balances payable | 356,136 |
| | 256,883 |
|
Payable for investments purchased | 576,052 |
| | 303,264 |
|
Other liabilities | 206,709 |
| | 211,369 |
|
Liabilities of discontinued operations held for sale | 1,318 |
| | 13,507 |
|
Total liabilities | 3,999,751 |
| | 3,478,652 |
|
Commitments and Contingencies |
| |
|
Redeemable noncontrolling interest – DaVinciRe | 950,822 |
| | 657,727 |
|
Shareholders’ Equity | | | |
Preference Shares: $1.00 par value – 22,000,000 shares issued and outstanding at September 30, 2012 (December 31, 2011 – 22,000,000) | 550,000 |
| | 550,000 |
|
Common shares: $1.00 par value – 48,228,296 shares issued and outstanding at September 30, 2012 (December 31, 2011 – 51,542,955) | 48,228 |
| | 51,543 |
|
Accumulated other comprehensive income | 14,067 |
| | 11,760 |
|
Retained earnings | 3,226,661 |
| | 2,991,890 |
|
Total shareholders’ equity attributable to RenaissanceRe | 3,838,956 |
| | 3,605,193 |
|
Noncontrolling interest | 3,979 |
| | 3,340 |
|
Total shareholders’ equity | 3,842,935 |
| | 3,608,533 |
|
Total liabilities, noncontrolling interests and shareholders’ equity | $ | 8,793,508 |
| | $ | 7,744,912 |
|
See accompanying notes to the consolidated financial statements
RenaissanceRe Holdings Ltd. and Subsidiaries
Consolidated Statements of Operations
For the three and nine months ended September 30, 2012 and 2011
(in thousands of United States Dollars, except per share amounts) (Unaudited) |
| | | | | | | | | | | | | | | |
| Three months ended | | Nine months ended |
| September 30, 2012 | | September 30, 2011 | | September 30, 2012 | | September 30, 2011 |
Revenues | | | | | | | |
Gross premiums written | $ | 136,359 |
| | $ | 139,938 |
| | $ | 1,467,846 |
| | $ | 1,392,006 |
|
Net premiums written | $ | 105,035 |
| | $ | 103,010 |
| | $ | 1,025,240 |
| | $ | 983,580 |
|
Increase in unearned premiums | 157,588 |
| | 126,214 |
| | (239,536 | ) | | (231,640 | ) |
Net premiums earned | 262,623 |
| | 229,224 |
| | 785,704 |
| | 751,940 |
|
Net investment income (loss) | 45,164 |
| | (27,940 | ) | | 126,878 |
| | 65,669 |
|
Net foreign exchange gains (losses) | 3,001 |
| | (2,650 | ) | | 3,951 |
| | (6,511 | ) |
Equity in earnings (losses) of other ventures | 4,310 |
| | 4,794 |
| | 16,626 |
| | (13,831 | ) |
Other (loss) income | (881 | ) | | (2,015 | ) | | (28,686 | ) | | 42,963 |
|
Net realized and unrealized gains on investments | 76,258 |
| | 16,983 |
| | 153,374 |
| | 46,748 |
|
Total other-than-temporary impairments | — |
| | (498 | ) | | (395 | ) | | (498 | ) |
Portion recognized in other comprehensive income, before taxes | — |
| | 49 |
| | 52 |
| | 49 |
|
Net other-than-temporary impairments | — |
| | (449 | ) | | (343 | ) | | (449 | ) |
Total revenues | 390,475 |
| | 217,947 |
| | 1,057,504 |
| | 886,529 |
|
Expenses | | | | | | | |
Net claims and claim expenses incurred | 73,215 |
| | 77,830 |
| | 138,318 |
| | 857,628 |
|
Acquisition expenses | 24,438 |
| | 26,057 |
| | 74,157 |
| | 72,275 |
|
Operational expenses | 42,390 |
| | 42,169 |
| | 126,180 |
| | 126,298 |
|
Corporate expenses | 3,850 |
| | 3,582 |
| | 12,728 |
| | 9,657 |
|
Interest expense | 5,891 |
| | 5,722 |
| | 17,325 |
| | 17,647 |
|
Total expenses | 149,784 |
| | 155,360 |
| | 368,708 |
| | 1,083,505 |
|
Income (loss) from continuing operations before taxes | 240,691 |
| | 62,587 |
| | 688,796 |
| | (196,976 | ) |
Income tax (expense) benefit | (144 | ) | | 1,435 |
| | (1,005 | ) | | 3,260 |
|
Income (loss) from continuing operations | 240,547 |
| | 64,022 |
| | 687,791 |
| | (193,716 | ) |
(Loss) income from discontinued operations | (54 | ) | | (965 | ) | | 1,166 |
| | (12,585 | ) |
Net income (loss) | 240,493 |
| | 63,057 |
| | 688,957 |
| | (206,301 | ) |
Net (income) loss attributable to noncontrolling interests | (51,083 | ) | | (5,044 | ) | | (138,348 | ) | | 58,545 |
|
Net income (loss) attributable to RenaissanceRe | 189,410 |
| | 58,013 |
| | 550,609 |
| | (147,756 | ) |
Dividends on preference shares | (8,750 | ) | | (8,750 | ) | | (26,250 | ) | | (26,250 | ) |
Net income (loss) available (attributable) to RenaissanceRe common shareholders | $ | 180,660 |
| | $ | 49,263 |
| | $ | 524,359 |
| | $ | (174,006 | ) |
Income (loss) from continuing operations available (attributable) to RenaissanceRe common shareholders per common share – basic | $ | 3.67 |
| | $ | 0.98 |
| | $ | 10.36 |
| | $ | (3.19 | ) |
(Loss) income from discontinued operations (attributable) available to RenaissanceRe common shareholders per common share – basic | — |
| | (0.02 | ) | | 0.02 |
| | (0.25 | ) |
Net income (loss) available (attributable) to RenaissanceRe common shareholders per common share – basic | $ | 3.67 |
| | $ | 0.96 |
| | $ | 10.38 |
| | $ | (3.44 | ) |
Income (loss) from continuing operations available (attributable) to RenaissanceRe common shareholders per common share – diluted | $ | 3.62 |
| | $ | 0.97 |
| | $ | 10.22 |
| | $ | (3.19 | ) |
(Loss) income from discontinued operations (attributable) available to RenaissanceRe common shareholders per common share – diluted | — |
| | (0.02 | ) | | 0.02 |
| | (0.25 | ) |
Net income (loss) available (attributable) to RenaissanceRe common shareholders per common share – diluted | $ | 3.62 |
| | $ | 0.95 |
| | $ | 10.24 |
| | $ | (3.44 | ) |
Dividends per common share | $ | 0.27 |
| | $ | 0.26 |
| | $ | 0.81 |
| | $ | 0.78 |
|
See accompanying notes to the consolidated financial statements
RenaissanceRe Holdings Ltd. and Subsidiaries
Consolidated Statements of Comprehensive Income (Loss)
For the three and nine months ended September 30, 2012 and 2011
(in thousands of United States Dollars) (Unaudited)
|
| | | | | | | | | | | | | | | |
| Three months ended | | Nine months ended |
| September 30, 2012 | | September 30, 2011 | | September 30, 2012 | | September 30, 2011 |
Comprehensive income (loss) | | | | | | | |
Net income (loss) | $ | 240,493 |
| | $ | 63,057 |
| | $ | 688,957 |
| | $ | (206,301 | ) |
Change in net unrealized gains on investments | 1,536 |
| | (6,890 | ) | | 2,359 |
| | (8,688 | ) |
Portion of other-than-temporary impairments recognized in other comprehensive income (loss) | — |
| | (49 | ) | | (52 | ) | | (49 | ) |
Comprehensive income (loss) | 242,029 |
| | 56,118 |
| | 691,264 |
| | (215,038 | ) |
Net (income) loss attributable to noncontrolling interests | (51,083 | ) | | (5,044 | ) | | (138,348 | ) | | 58,545 |
|
Change in net unrealized gains on fixed maturity investments available for sale attributable to noncontrolling interests | — |
| | — |
| | — |
| | 6 |
|
Comprehensive (income) loss attributable to noncontrolling interests | (51,083 | ) | | (5,044 | ) | | (138,348 | ) | | 58,551 |
|
Comprehensive income (loss) attributable to RenaissanceRe | $ | 190,946 |
| | $ | 51,074 |
| | $ | 552,916 |
| | $ | (156,487 | ) |
Disclosure regarding net unrealized gains | | | | | | | |
Total realized and net unrealized holding gains (losses) on investments and net other-than-temporary impairments | $ | 2,293 |
| | $ | (4,320 | ) | | $ | 4,822 |
| | $ | (3,418 | ) |
Net realized gains on fixed maturity investments available for sale | (757 | ) | | (3,019 | ) | | (2,806 | ) | | (5,713 | ) |
Net other-than-temporary impairments recognized in earnings | — |
| | 449 |
| | 343 |
| | 449 |
|
Change in net unrealized gains on investments | $ | 1,536 |
| | $ | (6,890 | ) | | $ | 2,359 |
| | $ | (8,682 | ) |
See accompanying notes to the consolidated financial statements
RenaissanceRe Holdings Ltd. and Subsidiaries
Consolidated Statements of Changes in Shareholders’ Equity
For the nine months ended September 30, 2012 and 2011
(in thousands of United States Dollars) (Unaudited)
|
| | | | | | | |
| Nine months ended |
| September 30, 2012 | | September 30, 2011 |
Preference shares | | | |
Balance – January 1 | $ | 550,000 |
| | $ | 550,000 |
|
Balance – September 30 | 550,000 |
| | 550,000 |
|
Common shares | | | |
Balance – January 1 | 51,543 |
| | 54,110 |
|
Repurchase of shares | (3,619 | ) | | (2,655 | ) |
Exercise of options and issuance of restricted stock awards | 304 |
| | 332 |
|
Balance – September 30 | 48,228 |
| | 51,787 |
|
Additional paid-in capital | | | |
Balance – January 1 | — |
| | — |
|
Repurchase of shares | (19,423 | ) | | 546 |
|
Change in redeemable noncontrolling interest | 7,176 |
| | (305 | ) |
Exercise of options and issuance of restricted stock awards | 12,247 |
| | 9,090 |
|
Balance – September 30 | — |
| | 9,331 |
|
Accumulated other comprehensive income | | | |
Balance – January 1 | 11,760 |
| | 19,823 |
|
Change in net unrealized gains on investments | 2,359 |
| | (8,682 | ) |
Portion of other-than-temporary impairments recognized in other comprehensive income (loss) | (52 | ) | | (49 | ) |
Balance – September 30 | 14,067 |
| | 11,092 |
|
Retained earnings | | | |
Balance – January 1 | 2,991,890 |
| | 3,312,392 |
|
Net income (loss) | 688,957 |
| | (206,301 | ) |
Net (income) loss attributable to noncontrolling interests | (138,348 | ) | | 58,545 |
|
Repurchase of shares | (248,847 | ) | | (172,683 | ) |
Dividends on common shares | (40,741 | ) | | (40,099 | ) |
Dividends on preference shares | (26,250 | ) | | (26,250 | ) |
Balance – September 30 | 3,226,661 |
| | 2,925,604 |
|
Noncontrolling interest | 3,979 |
| | 3,227 |
|
Total shareholders’ equity | $ | 3,842,935 |
| | $ | 3,551,041 |
|
See accompanying notes to the consolidated financial statements
RenaissanceRe Holdings Ltd. and Subsidiaries
Consolidated Statements of Cash Flows
For the nine months ended September 30, 2012 and 2011
(in thousands of United States Dollars) (Unaudited)
|
| | | | | | | |
| Nine months ended |
| September 30, 2012 | | September 30, 2011 |
Cash flows provided by operating activities | | | |
Net income (loss) | $ | 688,957 |
| | $ | (206,301 | ) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities | | | |
Amortization, accretion and depreciation | 45,303 |
| | 27,040 |
|
Equity in undistributed (earnings) losses of other ventures | (12,309 | ) | | 14,552 |
|
Net realized and unrealized gains on investments | (153,374 | ) | | (46,748 | ) |
Net other-than-temporary impairments | 343 |
| | 449 |
|
Net unrealized gains included in net investment income (loss) | (35,115 | ) | | (16,018 | ) |
Net unrealized losses included in other (loss) income | 10,713 |
| | 1,542 |
|
Change in: | | | |
Premiums receivable | (229,362 | ) | | (373,083 | ) |
Prepaid reinsurance premiums | (131,070 | ) | | (103,904 | ) |
Reinsurance recoverable | 194,539 |
| | (332,842 | ) |
Deferred acquisition costs | (39,501 | ) | | (35,577 | ) |
Reserve for claims and claim expenses | (209,674 | ) | | 968,162 |
|
Unearned premiums | 370,606 |
| | 337,413 |
|
Reinsurance balances payable | 99,253 |
| | (397 | ) |
Other | (63,643 | ) | | (39,802 | ) |
Net cash provided by operating activities | 535,666 |
| | 194,486 |
|
Cash flows (used in) provided by investing activities | | | |
Proceeds from sales and maturities of fixed maturity investments trading | 6,287,723 |
| | 4,771,628 |
|
Purchases of fixed maturity investments trading | (6,886,239 | ) | | (4,353,649 | ) |
Proceeds from sales and maturities of fixed maturity investments available for sale | 47,925 |
| | 97,302 |
|
Purchases of fixed maturity investments available for sale | — |
| | (4,092 | ) |
Purchases of equity investments trading | — |
| | (47,996 | ) |
Net sales (purchases) of short term investments | 170,162 |
| | (535,055 | ) |
Net sales of other investments | 41,262 |
| | 26,878 |
|
Net purchases of investments in other ventures | — |
| | (21,000 | ) |
Net (purchases) sales of other assets | (4,204 | ) | | 58,568 |
|
Net proceeds from sale of discontinued operations held for sale | — |
| | 269,520 |
|
Net cash (used in) provided by investing activities | (343,371 | ) | | 262,104 |
|
Cash flows used in financing activities | | | |
Dividends paid – RenaissanceRe common shares | (40,741 | ) | | (40,099 | ) |
Dividends paid – preference shares | (26,250 | ) | | (26,250 | ) |
RenaissanceRe common share repurchases | (257,461 | ) | | (174,792 | ) |
Net drawdown (repayment) of debt | 4,907 |
| | (200,000 | ) |
Net third party DaVinciRe share transactions | 157,999 |
| | (59,357 | ) |
Net cash used in financing activities | (161,546 | ) | | (500,498 | ) |
Effect of exchange rate changes on foreign currency cash | 1,390 |
| | 1,228 |
|
Net increase (decrease) in cash and cash equivalents | 32,139 |
| | (42,680 | ) |
Cash and cash equivalents, beginning of period | 216,984 |
| | 277,738 |
|
Cash and cash equivalents, end of period | $ | 249,123 |
| | $ | 235,058 |
|
See accompanying notes to the consolidated financial statements
RENAISSANCERE HOLDINGS LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2012
(unless otherwise noted, amounts in tables expressed in thousands of United States (“U.S.”) dollars, except per share amounts and percentages) (Unaudited)
NOTE 1. ORGANIZATION
This report on Form 10-Q should be read in conjunction with the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2011.
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 reinsurance and insurance coverages and related services to a broad range of customers.
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• | Renaissance Reinsurance Ltd. (“Renaissance Reinsurance”), the Company’s principal reinsurance subsidiary, provides property catastrophe and specialty reinsurance coverages to insurers and reinsurers on a worldwide basis. |
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• | The Company also manages property catastrophe 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 financial statements. Redeemable noncontrolling interest – DaVinciRe represents the interests of external parties with respect to the net loss (income) and shareholders’ equity of DaVinciRe. Renaissance Underwriting Managers, Ltd. (“RUM”), a wholly owned subsidiary, acts as exclusive underwriting manager for these joint ventures in return for fee-based income and profit participation. |
| |
• | RenaissanceRe Syndicate 1458 (“Syndicate 1458”) is the Company’s Lloyd’s syndicate which was licensed to start writing certain lines of insurance and reinsurance business effective June 1, 2009. 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 from November 2, 2009, is the managing agent for Syndicate 1458. |
| |
• | The Company, through Renaissance Trading Ltd. (“Renaissance Trading”) and RenRe Energy Advisors Ltd. (“REAL”), transacts certain derivative-based risk management products primarily to address weather and energy risk and engages in hedging and trading activities related to those transactions. |
| |
• | On November 18, 2010, RenaissanceRe entered into a definitive stock purchase agreement (the “Stock Purchase Agreement”) with QBE Holdings, Inc. (“QBE”) to sell substantially all of its U.S.-based insurance operations including its U.S. property and casualty business underwritten through managing general agents, its crop insurance business underwritten through Agro National Inc. (“Agro National”), its commercial property insurance operations and its claims operations. At December 31, 2010, the Company classified the assets and liabilities associated with this transaction as held for sale. The financial results for these operations have been presented in the Company's consolidated financial statements as “discontinued operations” for all periods presented. On March 4, 2011, RenaissanceRe and QBE closed the transaction contemplated by the Stock Purchase Agreement. Refer to “Note 3. Discontinued Operations,” for more information. |
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES
There have been no material changes to our significant accounting policies as described in our Annual Report on Form 10-K for the year ended December 31, 2011.
BASIS OF PRESENTATION
The consolidated financial statements have been prepared on the basis of accounting principles generally accepted in the United States (“GAAP”) for interim financial information and in conformity with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, these unaudited consolidated financial statements reflect all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the Company's financial position and results of operations as at the end of and for the periods presented. All significant intercompany accounts and transactions have been eliminated from these statements. Except as discussed in “Note 3. Discontinued Operations,” and unless otherwise noted, the notes to the consolidated financial statements reflect the Company's continuing operations.
Certain comparative information has been reclassified to conform to the current presentation. Because of the seasonality of the Company's business, the results of operations and cash flows for any interim period will not necessarily be indicative of the results of operations and cash flows for the full fiscal year or subsequent quarters.
USE OF ESTIMATES IN FINANCIAL STATEMENTS
The preparation of 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 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.
RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS
Accounting for Costs Associated with Acquiring or Renewing Insurance Contracts
In October 2010, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (“ASU”) No. 2010-26, Accounting for Costs Associated with Acquiring or Renewing Insurance Contracts (“ASU 2010-26”), which amends FASB ASC Topic Financial Services - Insurance. ASU 2010-26 modifies the definition of the types of costs that can be capitalized in relation to the acquisition of new and renewal insurance contracts. The amended guidance requires costs to be incremental or directly related to the successful acquisition of new or renewal contracts in order to be capitalized as a deferred acquisition cost. Capitalized costs would include incremental direct costs, such as commissions paid to brokers. Additionally, the portion of employee salaries and benefits directly related to time spent for acquired contracts would be capitalized. Costs that fall outside the revised definition must be expensed when incurred. ASU 2010-26 became effective for fiscal periods beginning on or after December 15, 2011, and as a result, the Company adopted ASU 2010-26 effective January 1, 2012. The adoption of ASU 2010-26 did not have a material impact on the Company's consolidated statements of operations and financial condition.
Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs
In May 2011, the FASB issued ASU No. 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs (“ASU 2011-04”), which amends FASB ASC Topic Fair Value Measurement. ASU 2011-04 was issued to provide largely identical guidance about fair value measurement and disclosure requirements with the International Accounting Standards
Board's new International Financial Reporting Standards (“IFRS”) 13, Fair Value Measurement. ASU 2011-04 does not extend the use of fair value but, rather, provides guidance about how fair value should be applied where it is already required or permitted under GAAP and requires enhanced disclosures covering all transfers between Levels 1 and 2 of the fair value hierarchy. Additional disclosures covering Level 3 assets are also required. ASU 2011-04 became effective for fiscal years, and interim periods within those years, beginning after December 15, 2011 and as a result, the Company adopted ASU 2011-04 effective January 1, 2012. The adoption of ASU 2011-04 did not have a material impact on the Company's consolidated statements of operations and financial condition. The additional disclosures required by ASU 2011-04 have been provided in "Note 5. Fair Value Measurements" of the Company's Notes to Consolidated Financial Statements.
Presentation of Comprehensive Income
In June 2011, the FASB issued ASU No. 2011-05, Presentation of Comprehensive Income (“ASU 2011-05”), which amends FASB ASC Topic Comprehensive Income. ASU 2011-05 increases the prominence of items reported in other comprehensive income and eliminates the option to present components of other comprehensive income as part of the statement of changes in shareholders' equity. ASU 2011-05 requires that all non-owner changes in shareholders' equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. ASU 2011-05 became effective for fiscal years, and interim periods within those years, beginning after December 15, 2011, with retroactive application required. The Company adopted ASU 2010-26 effective January 1, 2012 and it did not have a material impact on the Company's consolidated statements of operations and financial condition.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED
Disclosures About Offsetting Assets and Liabilities
In December 2011, the FASB issued ASU No. 2011-11, Disclosures about Offsetting Assets and Liabilities ("ASU 2011-11"). The objective of ASU 2011-11 is to enhance disclosures by requiring improved information about financial instruments and derivative instruments in relation to netting arrangements. ASU 2011-11 is effective for interim and annual periods beginning on or after January 1, 2013, with retrospective presentation of the new disclosure required. The Company is currently evaluating the impact of this guidance; however, since this update affects disclosures only, it is not expected to have a material impact on the Company's consolidated financial statements.
Testing Indefinite-Lived Intangible Assets for Impairment
In July 2012, the FASB issued ASU No. 2012-02, Intangibles - Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment ("ASU 2012-02"). ASU 2012-02 simplifies the guidance for testing the decline in the realizable value of indefinite-lived intangible assets other than goodwill. ASU 2012-02 allows an organization the option to first assess the qualitative factors to determine whether it is necessary to perform the quantitative impairment test. An organization electing to perform a qualitative assessment is no longer required to calculate the fair value of an indefinite-lived intangible asset unless the organization determines, based on a qualitative assessment, that it is “more likely than not” that the asset is impaired. ASU 2012-02 is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. 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 financial statements.
NOTE 3. DISCONTINUED OPERATIONS
U.S.-Based Insurance Operations
On November 18, 2010, RenaissanceRe entered into a Stock Purchase Agreement with QBE to sell substantially all of its U.S.-based insurance operations, including its U.S. property and casualty business underwritten through managing general agents, its crop insurance business underwritten through Agro National, its commercial property insurance operations and its claims operations. At December 31, 2010, the Company classified the assets and liabilities associated with this transaction as held for sale and the assets and liabilities were recorded at the lower of the carrying value or fair value less costs to sell. The financial results for these operations have been presented as discontinued operations in the Company's consolidated statements of operations for all periods presented.
Consideration for the transaction was book value at December 31, 2010, for the aforementioned businesses, payable in cash at closing and subject to adjustment for certain tax and other items. The transaction closed on March 4, 2011 and net consideration of $269.5 million was received by RenaissanceRe.
Pursuant to the Stock Purchase Agreement, RenaissanceRe was subject to a post-closing review following December 31, 2011 of the net reserve for claims and claim expenses for loss events occurring on or prior to December 31, 2010 (the “Reserve Collar”). Subsequent to the post-closing review, RenaissanceRe was liable to pay, or otherwise reimburse QBE amounts up to $10.0 million for net adverse development on prior accident years net claims and claim expenses. Conversely, if prior accident years net claims and claim expenses experienced net favorable development, QBE was liable to pay, or otherwise reimburse RenaissanceRe amounts up to $10.0 million.
During 2011, the Company recognized a $10.0 million liability and corresponding expense in liabilities of discontinued operations held for sale and (loss) income from discontinued operations, respectively, due to purported net adverse development on prior accident years net claims and claim expenses associated with the Reserve Collar. Effective May 23, 2012, RenaissanceRe and QBE reached an agreement in respect of the Reserve Collar, and RenaissanceRe paid QBE the sum of $9.0 million on June 1, 2012, representing full and final settlement of the Reserve Collar and recorded a gain of $1.0 million in income from discontinued operations during the second quarter of 2012.
NOTE 4. INVESTMENTS
Fixed Maturity Investments Trading
The following table summarizes the fair value of fixed maturity investments trading: |
| | | | | | | | | |
| | | | | |
| | September 30, 2012 | | December 31, 2011 | |
| U.S. treasuries | $ | 1,178,345 |
| | $ | 885,152 |
| |
| Agencies | 426,067 |
| | 158,561 |
| |
| Non-U.S. government (Sovereign debt) | 156,473 |
| | 216,916 |
| |
| FDIC guaranteed corporate | 14,105 |
| | 423,630 |
| |
| Non-U.S. government-backed corporate | 371,186 |
| | 640,757 |
| |
| Corporate | 1,709,229 |
| | 1,187,437 |
| |
| Agency mortgage-backed | 571,028 |
| | 428,042 |
| |
| Non-agency mortgage-backed | 206,156 |
| | 82,096 |
| |
| Commercial mortgage-backed | 447,945 |
| | 255,885 |
| |
| Asset-backed | 9,006 |
| | 12,989 |
| |
| Total fixed maturity investments trading | $ | 5,089,540 |
| | $ | 4,291,465 |
| |
| | | | | |
Fixed Maturity Investments Available For Sale
The following table summarizes the amortized cost, fair value and related unrealized gains and losses and non-credit other-than-temporary impairments of fixed maturity investments available for sale:
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | |
| | | | Included in Accumulated Other Comprehensive Income | | | | | |
| At September 30, 2012 | Amortized Cost | | Gross Unrealized Gains | | Gross Unrealized Losses | | Fair Value | | Non-Credit Other-Than- Temporary Impairments (1) | |
| Corporate | $ | 9,472 |
| | $ | 1,051 |
| | $ | (125 | ) | | $ | 10,398 |
| | $ | (46 | ) | |
| Agency mortgage-backed | 8,980 |
| | 815 |
| | — |
| | 9,795 |
| | — |
| |
| Non-agency mortgage-backed | 15,329 |
| | 3,149 |
| | (15 | ) | | 18,463 |
| | (863 | ) | |
| Commercial mortgage-backed | 43,910 |
| | 7,639 |
| | (3 | ) | | 51,546 |
| | — |
| |
| Asset-backed | 4,354 |
| | 270 |
| | — |
| | 4,624 |
| | — |
| |
| Total fixed maturity investments available for sale | $ | 82,045 |
| | $ | 12,924 |
| | $ | (143 | ) | | $ | 94,826 |
| | $ | (909 | ) | |
| | | | | | | | | | | |
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | |
| | | | Included in Accumulated Other Comprehensive Income | | | | | |
| At December 31, 2011 | Amortized Cost | | Gross Unrealized Gains | | Gross Unrealized Losses | | Fair Value | | Non-Credit Other-Than- Temporary Impairments (1) | |
| Non-U.S. government (Sovereign debt) | $ | 10,087 |
| | $ | 921 |
| | $ | (12 | ) | | $ | 10,996 |
| | $ | — |
| |
| Non-U.S. government-backed corporate | 312 |
| | 13 |
| | — |
| | 325 |
| | — |
| |
| Corporate | 18,449 |
| | 1,535 |
| | (517 | ) | | 19,467 |
| | (176 | ) | |
| Agency mortgage-backed | 12,636 |
| | 1,071 |
| | — |
| | 13,707 |
| | — |
| |
| Non-agency mortgage-backed | 21,097 |
| | 1,862 |
| | (284 | ) | | 22,675 |
| | (1,837 | ) | |
| Commercial mortgage-backed | 63,269 |
| | 6,576 |
| | (1 | ) | | 69,844 |
| | — |
| |
| Asset-backed | 4,819 |
| | 219 |
| | — |
| | 5,038 |
| | — |
| |
| Total fixed maturity investments available for sale | $ | 130,669 |
| | $ | 12,197 |
| | $ | (814 | ) | | $ | 142,052 |
| | $ | (2,013 | ) | |
| | | | | | | | | | | |
| |
(1) | Represents the non-credit component of other-than-temporary impairments recognized in accumulated other comprehensive income since the adoption of guidance related to the recognition and presentation of other-than-temporary impairments under FASB ASC Topic Financial Instruments – Debt and Equity Securities, during the second quarter of 2009, adjusted for subsequent sales of securities. It does not include the change in fair value subsequent to the impairment measurement date. |
Contractual maturities of fixed maturity investments are as follows. 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. |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | Trading | | Available for Sale | | Total Fixed Maturity Investments | |
| At September 30, 2012 | Amortized Cost | | Fair Value | | Amortized Cost | | Fair Value | | Amortized Cost | | Fair Value | |
| Due in less than one year | $ | 417,241 |
| | $ | 417,618 |
| | $ | 112 |
| | $ | 104 |
| | $ | 417,353 |
| | $ | 417,722 |
| |
| Due after one through five years | 2,600,399 |
| | 2,630,258 |
| | 2,892 |
| | 3,064 |
| | 2,603,291 |
| | 2,633,322 |
| |
| Due after five through ten years | 630,006 |
| | 665,788 |
| | 5,051 |
| | 5,620 |
| | 635,057 |
| | 671,408 |
| |
| Due after ten years | 126,717 |
| | 141,741 |
| | 1,417 |
| | 1,610 |
| | 128,134 |
| | 143,351 |
| |
| Mortgage-backed | 1,188,134 |
| | 1,225,129 |
| | 68,219 |
| | 79,804 |
| | 1,256,353 |
| | 1,304,933 |
| |
| Asset-backed | 8,619 |
| | 9,006 |
| | 4,354 |
| | 4,624 |
| | 12,973 |
| | 13,630 |
| |
| Total | $ | 4,971,116 |
| | $ | 5,089,540 |
| | $ | 82,045 |
| | $ | 94,826 |
| | $ | 5,053,161 |
| | $ | 5,184,366 |
| |
| | | | | | | | | | | | | |
Equity Investments Trading
The following table summarizes the fair value of equity investments trading: |
| | | | | | | | | |
| | | | | |
| | September 30, 2012 | | December 31, 2011 | |
| Financial institution securities | $ | 57,617 |
| | $ | 50,560 |
| |
| | | | | |
Pledged Investments
At September 30, 2012, $1,270.7 million 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 principal letter of credit facility. Of this amount, $515.1 million is on deposit with, or in trust accounts for the benefit of, U.S. state regulatory authorities.
Net Investment Income (Loss), Net Realized and Unrealized Gains on Investments and Net Other-Than-Temporary Impairments
The components of net investment income are as follows: |
| | | | | | | | | |
| | | | | |
| Three months ended September 30, | 2012 | | 2011 | |
| Fixed maturity investments | $ | 24,785 |
| | $ | 11,435 |
| |
| Short term investments | 219 |
| | 281 |
| |
| Equity investments | 181 |
| | 171 |
| |
| Other investments | | | | |
| Hedge funds and private equity investments | 10,383 |
| | (25,702 | ) | |
| Other | 12,737 |
| | (11,665 | ) | |
| Cash and cash equivalents | 63 |
| | 66 |
| |
| | 48,368 |
| | (25,414 | ) | |
| Investment expenses | (3,204 | ) | | (2,526 | ) | |
| Net investment income (loss) | $ | 45,164 |
| | $ | (27,940 | ) | |
| | | | | |
|
| | | | | | | | | |
| | | | | |
| Nine months ended September 30, | 2012 | | 2011 | |
| Fixed maturity investments | $ | 73,554 |
| | $ | 63,774 |
| |
| Short term investments | 953 |
| | 1,309 |
| |
| Equity investments | 532 |
| | 297 |
| |
| Other investments | | | | |
| Hedge funds and private equity investments | 28,443 |
| | 6,035 |
| |
| Other | 31,882 |
| | 2,000 |
| |
| Cash and cash equivalents | 143 |
| | 152 |
| |
| | 135,507 |
| | 73,567 |
| |
| Investment expenses | (8,629 | ) | | (7,898 | ) | |
| Net investment income | $ | 126,878 |
| | $ | 65,669 |
| |
| | | | | |
Net realized and unrealized gains on investments and net other-than-temporary impairments are as follows: |
| | | | | | | | | |
| | | | | |
| Three months ended September 30, | 2012 | | 2011 | |
| Gross realized gains | $ | 19,891 |
| | $ | 38,054 |
| |
| Gross realized losses | (2,811 | ) | | (6,099 | ) | |
| Net realized gains on fixed maturity investments | 17,080 |
| | 31,955 |
| |
| Net unrealized gains on fixed maturity investments trading | 56,942 |
| | (13,007 | ) | |
| Net unrealized gains (losses) on equity investments trading | 2,236 |
| | (1,965 | ) | |
| Net realized and unrealized gains on investments | $ | 76,258 |
| | $ | 16,983 |
| |
| Total other-than-temporary impairments | $ | — |
| | $ | (498 | ) | |
| Portion recognized in other comprehensive income, before taxes | — |
| | 49 |
| |
| Net other-than-temporary impairments | $ | — |
| | $ | (449 | ) | |
| | | | | |
|
| | | | | | | | | |
| | | | | |
| Nine months ended September 30, | 2012 | | 2011 | |
| Gross realized gains | $ | 75,635 |
| | $ | 64,046 |
| |
| Gross realized losses | (13,055 | ) | | (22,872 | ) | |
| Net realized gains on fixed maturity investments | 62,580 |
| | 41,174 |
| |
| Net unrealized gains on fixed maturity investments trading | 83,737 |
| | 7,963 |
| |
| Net unrealized gains on equity investments trading | 7,057 |
| | (2,389 | ) | |
| Net realized and unrealized gains on investments | $ | 153,374 |
| | $ | 46,748 |
| |
| Total other-than-temporary impairments | $ | (395 | ) | | $ | (498 | ) | |
| Portion recognized in other comprehensive income, before taxes | 52 |
| | 49 |
| |
| Net other-than-temporary impairments | $ | (343 | ) | | $ | (449 | ) | |
| | | | | |
The following table provides an analysis of the length of time the Company’s fixed maturity investments available for sale in an unrealized loss have been in a continual unrealized loss position. |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | Less than 12 Months | | 12 Months or Greater | | Total | |
| At September 30, 2012 | Fair Value | | Unrealized Losses | | Fair Value | | Unrealized Losses | | Fair Value | | Unrealized Losses | |
| Corporate | $ | 549 |
| | $ | (44 | ) | | $ | 673 |
| | $ | (81 | ) | | $ | 1,222 |
| | $ | (125 | ) | |
| Non-agency mortgage-backed | — |
| | — |
| | 96 |
| | (15 | ) | | 96 |
| | (15 | ) | |
| Commercial mortgage-backed | 2,522 |
| | (3 | ) | | — |
| | — |
| | 2,522 |
| | (3 | ) | |
| Total | $ | 3,071 |
| | $ | (47 | ) | | $ | 769 |
| | $ | (96 | ) | | $ | 3,840 |
| | $ | (143 | ) | |
| | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | Less than 12 Months | | 12 Months or Greater | | Total | |
| At December 31, 2011 | Fair Value | | Unrealized Losses | | Fair Value | | Unrealized Losses | | Fair Value | | Unrealized Losses | |
| Non-U.S. government (Sovereign debt) | $ | 915 |
| | $ | (9 | ) | | $ | 42 |
| | $ | (3 | ) | | $ | 957 |
| | $ | (12 | ) | |
| Corporate | 3,935 |
| | (385 | ) | | 412 |
| | (132 | ) | | 4,347 |
| | (517 | ) | |
| Non-agency mortgage-backed | 8,024 |
| | (224 | ) | | 798 |
| | (60 | ) | | 8,822 |
| | (284 | ) | |
| Commercial mortgage-backed | — |
| | — |
| | 455 |
| | (1 | ) | | 455 |
| | (1 | ) | |
| Total | $ | 12,874 |
| | $ | (618 | ) | | $ | 1,707 |
| | $ | (196 | ) | | $ | 14,581 |
| | $ | (814 | ) | |
| | | | | | | | | | | | | |
At September 30, 2012, the Company held 33 fixed maturity investments available for sale securities that were in an unrealized loss position, including 15 fixed maturity investments available for sale securities that were in an unrealized loss position for twelve months or greater. The Company does not intend to sell these securities and it is not more likely than not that the Company will be required to sell these securities before the anticipated recovery of the remaining amortized cost basis. The Company performed reviews of its fixed maturity investments available for sale for the nine months ended September 30, 2012 and 2011, respectively, in order to determine whether declines in the fair value below the amortized cost basis were considered other-than-temporary in accordance with the applicable guidance, as discussed below.
Other-Than-Temporary Impairment Process
The Company's process for assessing whether declines in the fair value of its fixed maturity investments available for sale represent impairments that are other-than-temporary includes reviewing each fixed maturity investment available for sale that is impaired and determining: (i) if the Company has the intent to sell the debt security or (ii) if it is more likely than not that the Company will be required to sell the debt security before its anticipated recovery; and (iii) whether a credit loss exists, that is, where the Company expects that the present value of the cash flows expected to be collected from the security are less than the amortized cost basis of the security.
In assessing the Company’s intent to sell securities, the Company’s procedures may include actions such as discussing planned sales with its third party investment managers, reviewing sales that have occurred shortly after the balance sheet date, and consideration of other qualitative factors that may be indicative of the Company’s intent to sell or hold the relevant securities. For the nine months ended September 30, 2012, the Company recognized $Nil other-than-temporary impairments due to the Company’s intent to sell these securities as of September 30, 2012 (2011 – $Nil).
In assessing whether it is more likely than not that the Company will be required to sell a security before its anticipated recovery, the Company considers various factors including its future cash flow forecasts and requirements, legal and regulatory requirements, the level of its cash, cash equivalents, short term investments, fixed maturity investments trading and fixed maturity investments available for sale in an unrealized gain position, and other relevant factors. For the nine months ended September 30, 2012, the Company recognized $Nil of other-than-temporary impairments due to required sales (2011 – $Nil).
In evaluating credit losses, the Company considers a variety of factors in the assessment of a security including: (i) the time period during which there has been a significant decline below cost; (ii) the extent of the decline below cost and par; (iii) the potential for the security to recover in value; (iv) an analysis of the financial condition of the issuer; (v) the rating of the issuer; (vi) the implied rating of the issuer based on an analysis of option adjusted spreads; (vii) the absolute level of the option adjusted spread for the issuer; and (viii) an analysis of the collateral structure and credit support of the security, if applicable.
Once the Company determines that it is possible that a credit loss may exist for a security, the Company performs a detailed review of the cash flows expected to be collected from the issuer. The Company estimates expected cash flows by applying estimated default probabilities and recovery rates to the contractual cash flows of the issuer, with such default and recovery rates reflecting long-term historical averages adjusted to reflect current credit, economic and market conditions, giving due consideration to collateral and credit support, if applicable, and discounting the expected cash flows at the purchase yield on the security. In instances in which a determination is made that an impairment exists but the Company does not intend to sell the security and it is not more likely than not that the Company will be required to sell
the security before the anticipated recovery of its remaining amortized cost basis, the impairment is separated into: (i) the amount of the total other-than-temporary impairment related to the credit loss; and (ii) the amount of the total other-than-temporary impairment related to all other factors. The amount of the other-than-temporary impairment related to the credit loss is recognized in earnings. The amount of the other-than-temporary impairment related to all other factors is recognized in other comprehensive income. For the nine months ended September 30, 2012, the Company recognized $0.3 million of other-than-temporary impairments which were recognized in earnings and $52 thousand related to other factors which were recognized in other comprehensive income (2011 – $0.4 million and $49 thousand, respectively).
The following table provides a rollforward of the amount of other-than-temporary impairments related to credit losses recognized in earnings for which a portion of an other-than-temporary impairment was recognized in accumulated other comprehensive income: |
| | | | | | | | | |
| | | | | |
| | 2012 | | 2011 | |
| Balance – July 1 | $ | 176 |
| | $ | 2,629 |
| |
| Additions: | | | | |
| Amount related to credit loss for which an other-than-temporary impairment was not previously recognized | — |
| | 30 |
| |
| Amount related to credit loss for which an other-than-temporary impairment was previously recognized | — |
| | 134 |
| |
| Reductions: | | | | |
| Securities sold during the period | (51 | ) | | (2,256 | ) | |
| Securities for which the amount previously recognized in other comprehensive income was recognized in earnings, because the Company intends to sell the security or is more likely than not the Company will be required to sell the security | — |
| | — |
| |
| Increases in cash flows expected to be collected that are recognized over the remaining life of the security | — |
| | — |
| |
| Balance – September 30 | $ | 125 |
| | $ | 537 |
| |
| | | | | |
|
| | | | | | | | | |
| | | | | |
| | 2012 | | 2011 | |
| Balance – January 1 | $ | 564 |
| | $ | 3,098 |
| |
| Additions: | | | | |
| Amount related to credit loss for which an other-than-temporary impairment was not previously recognized | 11 |
| | 30 |
| |
| Amount related to credit loss for which an other-than-temporary impairment was previously recognized | 50 |
| | 134 |
| |
| Reductions: | | | | |
| Securities sold during the period | (500 | ) | | (2,725 | ) | |
| Securities for which the amount previously recognized in other comprehensive income was recognized in earnings, because the Company intends to sell the security or is more likely than not the Company will be required to sell the security | — |
| | — |
| |
| Increases in cash flows expected to be collected that are recognized over the remaining life of the security | — |
| | — |
| |
| Balance – September 30 | $ | 125 |
| | $ | 537 |
| |
| | | | | |
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 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, 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.
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 unobservable inputs (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 on 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, respectively, 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 sheet: |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | |
| At September 30, 2012 | 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 | $ | 1,178,345 |
| | $ | 1,178,345 |
| | $ | — |
| | $ | — |
| |
| Agencies | 426,067 |
| | — |
| | 426,067 |
| | — |
| |
| Non-U.S. government (Sovereign debt) | 156,473 |
| | — |
| | 156,473 |
| | — |
| |
| FDIC guaranteed corporate | 14,105 |
| | — |
| | 14,105 |
| | — |
| |
| Non-U.S. government-backed corporate | 371,186 |
| | — |
| | 371,186 |
| | — |
| |
| Corporate | 1,719,627 |
| | — |
| | 1,691,874 |
| | 27,753 |
| |
| Agency mortgage-backed | 580,823 |
| | — |
| | 580,823 |
| | — |
| |
| Non-agency mortgage-backed | 224,619 |
| | — |
| | 224,619 |
| | — |
| |
| Commercial mortgage-backed | 499,491 |
| | — |
| | 499,491 |
| | — |
| |
| Asset-backed | 13,630 |
| | — |
| | 13,630 |
| | — |
| |
| Total fixed maturity investments | 5,184,366 |
| | 1,178,345 |
| | 3,978,268 |
| | 27,753 |
| |
| Short term investments | 679,356 |
| | — |
| | 679,356 |
| | — |
| |
| Equity investments trading | 57,617 |
| | 57,617 |
| | — |
| | — |
| |
| Other investments | | | | | | | | |
| Private equity partnerships | 359,880 |
| | — |
| | — |
| | 359,880 |
| |
| Senior secured bank loan funds | 279,839 |
| | — |
| | 252,809 |
| | 27,030 |
| |
| Catastrophe bonds | 106,319 |
| | — |
| | 106,319 |
| | — |
| |
| Hedge funds | 5,962 |
| | — |
| | — |
| | 5,962 |
| |
| Total other investments | 752,000 |
| | — |
| | 359,128 |
| | 392,872 |
| |
| Other assets and (liabilities) | | | | | | | | |
| Assumed and ceded (re)insurance contracts | 5,945 |
| | — |
| | — |
| | 5,945 |
| |
| Derivatives (1) | 24,383 |
| | 74 |
| | 27,670 |
| | (3,361 | ) | |
| Other | 11,451 |
| | (7,818 | ) | | — |
| | 19,269 |
| |
| Total other assets and (liabilities) | 41,779 |
| | (7,744 | ) | | 27,670 |
| | 21,853 |
| |
| | $ | 6,715,118 |
| | $ | 1,228,218 |
| | $ | 5,044,422 |
| | $ | 442,478 |
| |
| | | | | | | | | |
(1) See "Note 12. Derivative Instruments" for additional information related to the fair value by type of contract, of derivatives entered into by the Company.
|
| | | | | | | | | | | | | | | | | |
| | | | | | | | | |
| At December 31, 2011 | 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 | $ | 885,152 |
| | $ | 885,152 |
| | $ | — |
| | $ | — |
| |
| Agencies | 158,561 |
| | — |
| | 158,561 |
| | — |
| |
| Non-U.S. government (Sovereign debt) | 227,912 |
| | — |
| | 227,912 |
| | — |
| |
| FDIC guaranteed corporate | 423,630 |
| | — |
| | 423,630 |
| | — |
| |
| Non-U.S. government-backed corporate | 641,082 |
| | — |
| | 641,082 |
| | — |
| |
| Corporate | 1,206,904 |
| | — |
| | 1,179,143 |
| | 27,761 |
| |
| Agency mortgage-backed | 441,749 |
| | — |
| | 441,749 |
| | — |
| |
| Non-agency mortgage-backed | 104,771 |
| | — |
| | 104,771 |
| | — |
| |
| Commercial mortgage-backed | 325,729 |
| | — |
| | 325,729 |
| | — |
| |
| Asset-backed | 18,027 |
| | — |
| | 18,027 |
| | — |
| |
| Total fixed maturity investments | 4,433,517 |
| | 885,152 |
| | 3,520,604 |
| | 27,761 |
| |
| Short term investments | 905,477 |
| | — |
| | 905,477 |
| | — |
| |
| Equity investments trading | 50,560 |
| | 50,560 |
| | — |
| | — |
| |
| Other investments | | | | | | | | |
| Private equity partnerships | 367,909 |
| | — |
| | — |
| | 367,909 |
| |
| Senior secured bank loan funds | 257,870 |
| | — |
| | 237,815 |
| | 20,055 |
| |
| Catastrophe bonds | 70,999 |
| | — |
| | 70,999 |
| | — |
| |
| Non-U.S. fixed income funds | 28,862 |
| | — |
| | 28,862 |
| | — |
| |
| Hedge funds | 21,344 |
| | — |
| | 14,782 |
| | 6,562 |
| |
| Miscellaneous other investments | 2,000 |
| | — |
| | — |
| | 2,000 |
| |
| Total other investments | 748,984 |
| | — |
| | 352,458 |
| | 396,526 |
| |
| Other assets and (liabilities) | | | | | | | | |
| Assumed and ceded (re)insurance contracts | 2,115 |
| | — |
| | — |
| | 2,115 |
| |
| Derivatives (1) | 3,312 |
| | 707 |
| | (6,293 | ) | | 8,898 |
| |
| Other | 10,644 |
| | (6,869 | ) | | — |
| | 17,513 |
| |
| Total other assets and (liabilities) | 16,071 |
| | (6,162 | ) | | (6,293 | ) | | 28,526 |
| |
| | $ | 6,154,609 |
| | $ | 929,550 |
| | $ | 4,772,246 |
| | $ | 452,813 |
| |
| | | | | | | | | |
(1) See "Note 12. 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, non-U.S. government, Federal Deposit Insurance Company ("FDIC") guaranteed corporate, non-U.S. government-backed corporate, corporate, agency mortgage-backed, non-agency mortgage-backed, commercial mortgage-backed and asset-backed fixed maturity investments.
The Company’s fixed maturity investments portfolios 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 Level 2 inputs as they are corroborated with other market observable inputs. The techniques generally used to determine the fair value of our fixed maturity investments are detailed below by asset class.
U.S. treasuries
Level 1 - At September 30, 2012, the Company’s U.S. treasuries fixed maturity investments are primarily priced by pricing services and had a weighted average effective yield of 0.4% and a weighted average credit quality of AA (December 31, 2011 - 0.6% 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 September 30, 2012, the Company’s agency fixed maturity investments had a weighted average effective yield of 0.6% and a weighted average credit quality of AA (December 31, 2011 - 0.5% 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 integrates 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.
Non-U.S. government (Sovereign debt)
Level 2 - Non-U.S. government fixed maturity investments held by the Company at September 30, 2012, had a weighted average effective yield of 1.8% and a weighted average credit quality of AA (December 31, 2011 - 2.3% and AA, 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 who 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.
FDIC guaranteed corporate
Level 2 - The Company’s FDIC guaranteed corporate fixed maturity investments had a weighted average effective yield of 0.5% and a weighted average credit quality of AA at September 30, 2012 (December 31, 2011 - 0.3% and AA, respectively). The issuers consist of well known corporate issuers who participate in
the FDIC program. The Company’s FDIC guaranteed 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.
Non-U.S. government-backed corporate
Level 2 - Non-U.S. government-backed corporate fixed maturity investments had a weighted average effective yield of 0.8% and a weighted average credit quality of AAA at September 30, 2012 (December 31, 2011 - 1.4% and AAA, respectively). Non-U.S. government-backed fixed maturity investments are primarily priced by pricing services who 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 September 30, 2012, the Company’s corporate fixed maturity investments principally consist of U.S. and international corporations and had a weighted average effective yield of 2.5% and a weighted average credit quality of A (December 31, 2011 - 4.2% and A, 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 September 30, 2012, the Company’s agency mortgage-backed fixed maturity investments included agency residential mortgage-backed securities with a weighted average effective yield of 0.9%, a weighted average credit quality of AA and a weighted average life of 2.5 years (December 31, 2011 - 1.5%, AA and 2.6 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 ("TBA") 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 residential mortgage-backed and non-agency Alt-A fixed maturity investments. The Company has no fixed maturity investments classified as sub-prime held in its fixed maturity investments portfolio. At September 30, 2012, the Company’s non-agency prime residential mortgage-backed fixed maturity investments have a weighted average effective yield of 3.8%, a weighted average credit quality of BBB, and a weighted average life of 4.4 years (December 31, 2011 - 8.0%, BBB and 3.3 years, respectively). The Company’s non-agency Alt-A fixed maturity investments held at September 30, 2012 have a weighted average effective yield of 5.4%, a weighted average credit quality of BBB and a weighted average life of 4.9 years (December 31, 2011 - 9.1%, A and 3.8 years, respectively) . Securities held in these sectors are primarily priced by pricing services using an option adjusted spread (”OAS”) 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 - The Company’s commercial mortgage-backed fixed maturity investments held at September 30, 2012 have a weighted average effective yield of 1.8%, a weighted average credit quality of AA, and a weighted average life of 3.7 years (December 31, 2011 - 3.2%, AA and 4.2 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 bid 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 September 30, 2012, the Company’s asset-backed fixed maturity investments had a weighted average effective yield of 1.9%, a weighted average credit quality of AAA and a weighted average life of 3.5 years (December 31, 2011 - 0.9%, AAA and 1.8 years, respectively). The underlying collateral for the Company’s asset-backed fixed maturity investments primarily consists of 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 - The fair value of the Company's portfolio of short term investments are 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 are 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 active broker dealers and applicable securities exchanges. All data sources are regularly reviewed for accuracy to attempt to ensure the most reliable price source is used for each issue.
Other investments
Senior secured bank loan funds
Level 2 - At September 30, 2012, the Company’s investments in senior secured bank loan funds include funds that invest primarily in bank loans and other senior debt instruments. The fair value of the Company’s senior secured bank loan funds are determined using the net asset value per share of the funds. Investments of $252.8 million are redeemable, in part on a monthly basis, or in whole over a three month period.
Catastrophe bonds
Level 2 - The Company's other investments include investments in catastrophe bonds which are recorded at fair value. The fair value of the Company's investments in catastrophe bonds is based on broker or underwriter bid indications.
Non-U.S. fixed income funds
Level 2 - The Company’s non-U.S. fixed income funds invested primarily in non-U.S. convertible securities. The fair values of the investments in this category were estimated using the net asset value per share of the investments which were provided by third parties such as the relevant investment manager or administrator. During April 2012, the Company fully redeemed its remaining investment in non-U.S. fixed income funds at the then net asset value per share.
Hedge funds
Level 2 - The Company has investments in hedge funds that pursue multiple strategies. The fair values of the Company’s hedge funds are determined by adjusting the previous period's reported net asset value, which is generally one month in arrears, for an estimated periodic rate of return obtained from the respective investment manager.
For each respective hedge fund investment, the Company obtains and reviews the valuation methodology used by the investment manager and the latest audited financial statements to attempt to ensure that the hedge fund investment is following fair value principles consistent with GAAP in determining the net asset value of each investor's interest.
During June 2012, the Company fully redeemed the portion of its investment in hedge funds which the Company had considered Level 2 in the fair value hierarchy, at the then net asset value per share.
Other assets and liabilities
Derivatives
Level 1 and Level 2 - Other assets and liabilities include certain other derivatives entered into by the Company. The fair value of these transactions include certain exchange traded foreign currency forward contracts which are considered Level 1, 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, including credit spreads, credit ratings of the underlying referenced security, the risk free rate and the contract term. In addition, included in Level 2 are certain exchange traded weather and energy related derivatives primarily to address weather and energy risks, and hedging and trading activities related to these risks. The trading markets for these derivatives are generally linked to energy and agriculture commodities, weather and other natural phenomena and can be illiquid in nature. In these instances, the Company utilizes information from the most recent trade to establish fair value.
Other
Level 1 - The liabilities measured at fair value and included in Level 1 at September 30, 2012 of $7.8 million are principally cash settled restricted stock units (“CSRSU”) that form part of the Company's compensation program. The fair value of the Company's CSRSUs is determined using observable exchange traded prices for the Company's common shares.
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: |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| At September 30, 2012 | Fair Value (Level 3) | | Valuation Technique | | Unobservable (U) and Observable (O) Inputs | | Low | | High | | Weighted Average or Actual | |
| Fixed maturity investments | | | | & |