Tower Limited half year report

Transcription

1 2017 half year report

2

3 report For the half year ended 31 March Tower Management Review Outlook Tower Limited Interim Financial Statements Independent Review Report Tower Directory 01

4 Tower Management Review Half year to 31 March 2017 Features of half year 2017 Reported half year loss after tax of $8.2 million impacted by adjustments to Canterbury provisions, Kaikoura earthquake and large loss events Underlying profit after tax 1 of $8.1 million, an increase of 7.6%, from $7.6 million in H1 16 Transformation of core business continues with business initiatives delivering growth, improved underwriting profit and lower claims and management expenses Further progress on Canterbury with just under one third of open property claims settled in the half; Tower s Appointed Actuary, Deloitte, has advised the Board to increase provision requirements, reducing post-tax profits by $9.8 million for the half During May 2017, Tower Limited drew down $30 million of a $50 million liquidity facility with BNZ and used this to strengthen Tower Insurance Limited s solvency position Dividend payment suspension to continue Half year summary Tower reported a loss after tax of $8.2 million for the half year ended 31 March 2017 (H1 17), compared to a loss of $8.7 million for the half year ended 31 March 2016 (H1 16). The result was impacted by further adjustments to Canterbury provisions, Kaikoura earthquake and a number of large loss events. 1. Underlying profit after tax excludes the impact of Canterbury earthquakes, Kaikoura earthquake, impairment of intangibles, acquisition and separation costs and profit on businesses in run-off Despite this backdrop, Tower delivered an underlying profit after tax of $8.1 million for H1 17, an increase of 7.6% compared to H1 16. Tower has strong underlying New Zealand and Pacific businesses. It continues to be guided by the strategic imperatives already well established in the business. During the half, Tower continued to improve the underlying business through implementing digital initiatives, delivering better claims performance, achieving policy growth in the core New Zealand book, and reducing management expenses. Tower continues to make solid progress settling claims in Canterbury, however, issues with the Earthquake Commission (EQC) continue to confront the entire industry. In September 2016, Tower had 564 property claims remaining. In the intervening six months, almost one third of those claims have been closed. However, new claims from the EQC continue to be received. Tower is part of an industry-wide taskforce that is improving the transparency of the number and type of outstanding claims remaining with EQC. Against this difficult industry backdrop and challenges with Canterbury provisions in the past, Deloitte has advised Tower to increase provisions, reducing post-tax profits by $9.8 million for the half. Increases have been partially offset by additional recoveries to be gained from the EQC. 02 Tower Limited half year report 2017

5 Financial performance Tower s underlying profit increased 7.6%, to $8.1 million after tax. This compares to $7.6 million in H1 16. This increase was driven primarily by continued focus on Tower s three strategic imperatives and improvements made to the underlying business. Positive results in key focus areas demonstrates a trend of core business improvement. New Zealand and Pacific Gross Written Premium (GWP) remained stable and in line with prior periods. Underlying profit in the Pacific doubled to $4.4 million compared to the same period last year due to a benign weather environment. It is clear that the legacy of the Canterbury Earthquakes continues to overshadow the momentum building in the underlying business. Tower s reported loss of $8.2 million after tax, compares to a $8.7 million loss in H1 16. This reflects a $9.8 million after tax impact from movement in Canterbury provisions. There were also after-tax impacts of $7.2 million for the Kaikoura earthquakes and $3.6 million for the Port Hill fires and Tasman Tempest storm. GROUP PROFIT SUMMARY $ MILLION H1 17 H1 16 MOVEMENT % Gross Written Premium (0.2%) New Zealand underlying profit (21.7%) Pacific underlying profit % Corporate underlying profit (1.0) (0.5) (47.1%) Total underlying profit after tax % Canterbury impact (9.8) (2.1) 369% Impairment of intangibles - (14.1) n/a Impact of Kaikoura earthquake (7.2) - n/a Acquisition & separation costs (1.0) - n/a Business in runoff n/a Reported loss after tax (8.2) (8.7) n/a Source: Tower Limited half year results announcement presentation to 31 March 2017 released on 24 May Underlying profit after tax excludes the impact of Canterbury earthquakes, Kaikoura earthquake, impairment of intangibles, acquisition and separation costs and profit on businesses in run-off 03

6 In the underlying business, Tower s claims costs reduced significantly by over $3 million, to $59.7 million, 3 compared to H1 16. This is due to the success of initiatives launched in the past 12 months. A sharp focus on non-personnel costs saw the trend on management and sales expenses continue to decline. Expenses 4 fell $2.6 million to $48.2 million compared to the same period last year. These savings were achieved through continued focus on efficiency and productivity, and reduced reliance on contractors and third parties. Investment revenue fell from $4.4 million in H1 16 to $3.2 million in H1 17 as a result of lower interest rates and lower cash balances following Canterbury claims payments. Solvency position During May 2017, Tower Limited drew down $30 million of a $50 million liquidity facility with BNZ and used this to strengthen Tower Insurance Limited s solvency position. As at 31 May 2017, Tower Insurance Limited expects to hold $37.4 million over and above the minimum solvency capital (MSC) and licence conditions required by the Reserve Bank of New Zealand (RBNZ). 5 This equates to a solvency ratio of 255% and includes operating profits for April and May 2017, offset by the impact of Cyclone Debbie. SOLVENCY POSITION TOWER INSURANCE LIMITED $ MILLIONS SURPLUS MARGIN RBNZ MARGIN MSC % 180% SOLVENCY POSITION AT 2017 NEW CAPITAL RETAINED PROFITS AND CHANGES TO MSC 6 FORECAST SOLVENCY POSITION AT 31 MAY Excludes claim handling expenses, Port Hills fires, Tasman Tempest, Kaikoura earthquake and change to Canterbury provisions 4. Management expenses excludes depreciation 5. $37.4 million was the forecast as at the date of Tower Limited s half year results announcement presentation to 31 March 2017, released on 24 May Includes operating profits for April/May 2017, offset by impact of Cyclone Debbie 04 Tower Limited half year report 2017

7 A strong underlying business Tower has strong underlying New Zealand and Pacific businesses. It continues to be guided by the strategic imperatives already well established in the business. HIGH PERFORMANCE CUSTOMER SERVICE CULTURE ACCURATE PRICING OF RISK OPERATIONAL EXCELLENCE CULTURE AND CAPABILITY 7. ROE is Return on Equity MEDIUM TERM TARGETS 4-6 % GWP GROWTH <35 % EXPENSE RATIO % ROE 7 THROUGH THE CYCLE Tower has seen solid improvements in crucial areas that will help it achieve its longterm targets: Focus on customers has delivered positive policy growth in Tower s core book and continues to trend upwards Management expenses continue the downward trend, decreasing significantly compared to the same period last year Tight management of claims processes and supplier networks continue delivering savings early in the financial year Focus on customers delivers growth ACHIEVEMENTS Roll out of digital programme, including quote to buy functionality, supporting core policy growth Launch of Airpoints partnership has proved attractive for both new and renewing customers Tower Direct retention has improved 1.3 percentage points compared to H1 16 Tower has continued to grow its core New Zealand portfolio adding 4,949 policies to the core book in H1 17. Policy growth is being achieved through a combination of: building and refining Tower s digital offering working harder to attract new customers through the door, particularly in attractive segments which we will actively target retention improvements The recent launch of Tower s new product suite online has enabled customers to research, quote and buy insurance from Tower through their mobile, tablet or computer, delivering a significant uplift in new business sales. Tower s new online offering has been augmented with other innovative initiatives that are driving customer growth, including the launch of Tower s Airpoints partnership and increased marketing of the improved Trade Me Insurance platform. Since announcing the Airpoints partnership, over 17,000 customers have registered their details with Tower. 05

8 A continued focus on encouraging existing customers to stay with Tower through targeted retention initiatives and offerings has delivered an increase in retention rates for Tower Direct of 1.3 percentage points to 82.1% in H1 17, up from 80.8% in H1 16. Underwriting excellence ACHIEVEMENTS Customers have more choice through a tiered product selection Easier for customers to purchase less time on the phone makes them happier and increases our productivity Attracting the right customers is delivering positive movements in claims frequency Increased attention on underwriting and attracting the right customers with better offerings has continued increasing underwriting profit. Tower increased pre-tax underwriting profit, excluding storms, by $4.1 million from H1 16 to $14.6 million. This positive result was impacted by the $10 million pre-tax impact from the Kaikoura earthquake and $5 million pre-tax impact from the Tasman Tempest storms and Port Hills Fires. The increase in underwriting profit has been achieved through the re-pricing of portfolios and active targeting of profitable market segments. Tower s new products have helped attract the right customers, with Tower experiencing a 39% reduction in claims frequency in its new comprehensive motor book when compared to its old policies, since launching in October Claims update ACHIEVEMENTS Claims expenses decreasing despite industry-wide claims cost inflation Closer management of claims supply chain has delivered material savings Continued focus on leakage and recoveries Tower has delivered a significant improvement in claims expenses, reducing them to $59.7 million in H1 17. This result was delivered despite New Zealand experiencing a number of large loss events during this period. Initiatives introduced over the past 12 months have reduced Tower s claims expenses by over $3 million compared to H1 16, as a result of: tighter management of Tower s end-to-end claims supply chain simpler policy wordings enabling customers and claims teams to easily understand exactly what customers are entitled to continued focus on claims leakage and recoveries Focus on management expenses ACHIEVEMENTS Increased focus on efficiency and driving greater productivity Lower technology expenditure for business and software support activity Reduced reliance on contractors and third party providers Tower has strengthened its focus on non-personnel related costs, reducing management expenses 8 to $48.2 million in H1 17, down from $50.8 million in H Management expenses excludes depreciation 06 Tower Limited half year report 2017

9 Increased focus on cost reduction continues the positive momentum built in the past three halves and has enabled Tower to continue investing in long-term business improvement initiatives. Tower s savings of approximately $2.6 million in its core underlying expenses compared to H1 16 has been driven by: Implementing new performance, development and achievement frameworks that drive performance, resulting in greater efficiency and productivity Identifying and reducing expenditure for business and technology support services - building capability internally Reducing reliance on third party providers and contractors, again building capability to deliver sustainable savings Tower expects expenses to continue decreasing as strategic initiatives continue to be embedded. A step change in productivity gains will be dependent on long-term IT investment. Leveraging digital capability With Tower s new product suite available online, access is opened to a whole new range of customers through: increased online presence and capability Trade Me Insurance and Airpoints partnerships giving access to digitally savvy customers tailored, targeted insurance offers for customers using digital channels Including Tower s partnerships with digital brands, online sales are up from 9% of total transactions in March 2016, to 24% of total transactions in March Canterbury update The receipt of EQC over-cap claims has continued well beyond industry expectations, offsetting the positive closure of claims. Tower is part of an industry-wide taskforce which has been working to identify the full extent of outstanding claims remaining within the EQC. The industry taskforce is currently reviewing approximately 8,000 EQC claims. The information uncovered is assisting Tower to identify, quantify and expedite the settlement of the last remaining claims. In September 2016, Tower had 564 property claims remaining. In the intervening 6 months, around one third of those claims have been closed. However, new claims from the EQC continue to be received. Despite this difficult environment, Tower is closing claims at a faster rate and settlement outcomes are in line with expectations. Tower s independent, statutory Appointed Actuary, Rick Shaw from Deloitte, considers all liabilities and receivables relating to the Canterbury Earthquakes. The Tower Board continues to rely on this advice to enable it to establish appropriate provisions. Against this difficult industry backdrop and challenges with provisions in the past, Deloitte has advised Tower to increase provisions. The three main drivers for this are: the potential for additional over-cap claims from the EQC that have been identified through the industry taskforce process; potential for increased litigation and higher litigation costs; increase in risk margins 07

10 These increases have been partially offset by additional recoveries to be gained from the EQC. As overall claims costs continue to grow, this naturally flows through to these recoveries. Deloitte has advised increasing this receivable, partly offsetting the higher risk margins. The net result of the Appointed Actuary s recommendations is that Tower s claims incurred but not reported (IBNR) and risk margin allowance have increased from 60% to 89% of underlying case estimates. $ MILLION Mar 17 Sep 16 Case estimates IBNR/IBNER Risk margin Outstanding claims Adverse development cover Other reinsurance recoveries EQC receivables Total receivables Net outstanding claims IBNR/IBNER includes claims handling expenses Outlook The challenges that face the general insurance industry remain high claims necessitating pricing reviews, a low interest rate environment, increasing digital competition and the existing EQC framework. Tower s strategy to transform into a high performing general insurer will help deliver positive results in light of this tough market background. Tower s Board has made the decision to delay the IT simplification programme pending the outcome of the Fairfax scheme vote and the non-binding proposal. While a replacement IT solution is further away than planned, Tower continues to pursue all other aspects of its strategy to: drive GWP growth through increased focus on customers reduce operating expenses and claims costs deliver shareholder value Tower remains focussed on the implementation of its strategic imperatives to continue driving the transformation of the business. While Tower is making significant progress closing claims, as previously advised, many of the remaining claims are more complex and contentious, with dispute resolution increasingly achieved through litigation. 08 Tower Limited half year report 2017

11 Interim Financial Statements and Independent Review Report For the half year ended 31 March 2017 Consolidated Income Statement 10 Consolidated Statement of Comprehensive Income 11 Consolidated Balance Sheet 12 Consolidated Statement of Changes in Equity 13 Consolidated Statement of Cash Flows Summary of general accounting policies Acquisition proposals Critical accounting judgements and estimates Premium revenue Investment revenue Net claims expense Canterbury earthquakes Segmental reporting Receivables Deferred tax Intangible assets Insurance liabilities Distributions to shareholders Net assets per share Solvency requirements Subsequent events Reconciliation of profit for the half year to net cash flows from operating activities Fair value of financial assets and liabilities 33 Independent Review Report 36 09

12 Consolidated Income Statement For the half year ended 31 March 2017 FOR THE HALF YEAR ENDED NOTE Revenue Premium revenue 4 150, ,452 Less: Outwards reinsurance expense (23,763) (24,500) Net premium revenue 126, ,952 Investment revenue 5 3,553 4,748 Fee and other revenue 1,441 1,288 Net operating revenue 131, ,988 Expenses Claims expense 133, ,220 Less: Reinsurance recoveries revenue (36,092) (36,549) Net claims expense 6, 7 97,466 79,671 Management and sales expenses 44,098 44,611 Impairment expense 11 19,649 Acquisition proposal expenses Financing expenses 164 Total expenses 142, ,931 (Loss) attributed to shareholders before tax (10,678) (10,943) Tax benefit attributed to shareholders profits 2,496 2,264 (Loss) for the half year (8,182) (8,679) (Loss) attributed to: Shareholders (8,447) (9,187) Non-controlling interest (8,182) (8,679) Basic and diluted (loss) per share (cents) (5.01) (5.42) The above statement should be read in conjunction with the accompanying notes. 10 Tower Limited half year report 2017

13 Consolidated Statement of Comprehensive Income For the half year ended 31 March 2017 FOR THE HALF YEAR ENDED Loss for the half year (8,182) (8,679) Other comprehensive income Currency translation differences 769 (3,774) Other comprehensive income (loss) net of tax 769 (3,774) Total comprehensive loss for the half year (7,413) (12,453) Total comprehensive (loss) attributed to: Shareholders (7,742) (12,284) Non-controlling interest 329 (169) (7,413) (12,453) The above statement should be read in conjunction with the accompanying notes. 11

14 Consolidated Balance Sheet As at 31 March 2017 AS AT NOTE AUDITED Assets Cash and cash equivalents 70,101 92,228 Receivables 9 270, ,685 Investments , ,522 Derivative financial assets Deferred acquisition costs 19,947 19,973 Current tax assets 13,785 13,168 Property, plant and equipment 9,181 9,511 Intangible assets 11 33,255 31,982 Deferred tax assets 10 35,722 30,155 Total assets 636, ,281 Liabilities Payables 48,719 49,500 Current tax liabilities Provisions 4,816 4,177 Derivative financial liabilities Insurance liabilities 7, , ,009 Deferred tax liabilities 10 1, Total liabilities 419, ,329 Net assets 216, ,952 Equity Contributed equity 382, ,172 Accumulated losses (51,272) (42,822) Reserves (116,067) (116,772) Total equity attributed to shareholders 214, ,578 Non-controlling interest 1,561 1,374 Total equity 216, ,952 The interim financial statements were approved for issue by the Board on 24 May Michael P Stiassny Chairman Graham R Stuart Director The above statement should be read in conjunction with the accompanying notes. 12 Tower Limited half year report 2017

15 Consolidated Statement of Changes in Equity For the half year ended 31 March 2017 ATTRIBUTED TO SHAREHOLDERS CONTRIBUTED EQUITY ACCUMULATED LOSS RESERVES TOTAL NON- CONTROLLING INTEREST TOTAL EQUITY Half year ended 31 March 2017 At the beginning of the half year 382,172 (42,822) (116,772) 222,578 1, ,952 Comprehensive income (Loss) Profit for the half year (8,447) (8,447) 265 (8,182) Currency translation differences Total comprehensive loss (8,447) 705 (7,742) 329 (7,413) Transactions with shareholders Dividends paid (142) (142) Other (3) (3) (3) Total transactions with shareholders (3) (3) (142) (145) At the end of the half year 382,172 (51,272) (116,067) 214,833 1, ,394 Half year ended 31 March 2016 At the beginning of the half year 384,585 6,376 (111,696) 279,265 1, ,909 Comprehensive income (Loss) Profit for the half year (9,187) (9,187) 508 (8,679) Currency translation differences (3,097) (3,097) (677) (3,774) Total comprehensive loss (9,187) (3,097) (12,284) (169) (12,453) Transactions with shareholders Capital repayment plan (2,413) (2,413) (2,413) Dividends paid (12,688) (12,688) (12,688) Other (3) (3) (3) Total transactions with shareholders (2,413) (12,691) (15,104) (15,104) At the end of the half year 382,172 (15,502) (114,793) 251,877 1, ,352 The above statement should be read in conjunction with the accompanying notes. 13

16 Consolidated Statement of Cash Flows For the half year ended 31 March 2017 FOR THE HALF YEAR ENDED NOTE Cash flows from operating activities Premiums received 153, ,072 Interest received 3,771 5,469 Net realised investment gains (losses) (2,247) 852 Fee and other income received 1,439 1,288 Reinsurance received 24,819 45,758 Reinsurance paid (24,099) (23,183) Claims paid (135,367) (154,660) Payments to suppliers and employees (42,114) (39,756) Income tax paid (2,698) (1,624) Net cash outflow from operating activities 17 (23,344) (19,784) Cash flows from investing activities Net proceeds from financial assets 6,986 8,231 Purchase of property, plant and equipment and intangible assets (5,107) (3,217) Net cash inflow from investing activities 1,879 5,014 Cash flows from financing activities Capital repayment (2,413) Dividends paid (12,691) Facility fees (287) Payment of non-controlling interest dividends (142) Net cash outflow from financing activities (429) (15,104) Net decrease in cash and cash equivalents (21,894) (29,874) Foreign exchange movement in cash (233) (573) Cash and cash equivalents at the beginning of the half year 92, ,113 Cash and cash equivalents at the end of the half year 70,101 94,666 The above statement should be read in conjunction with the accompanying notes. 14 Tower Limited half year report 2017

17 For the half year ended 31 March Summary of general accounting policies Entities reporting The interim financial statements presented are those of Tower Limited (the Company) and its subsidiaries. The Company and its subsidiaries together are referred to in this financial report as Tower or the Group. Statutory base Tower Limited is a company incorporated in New Zealand under the Companies Act 1993 and listed on the NZX Main Board and the Australian Securities Exchange. The Company is a FMC reporting entity under Part 7 of the Financial Markets Conduct Act Basis of preparation The interim financial statements of the Group have been prepared in accordance with New Zealand Generally Accepted Accounting Practice (NZ GAAP), and for the purposes of NZ GAAP, the Group is a for-profit entity. They comply with NZ IAS 34 Interim Financial Reporting and IAS 34 Interim Financial Reporting and consequently include a lower level of disclosure than is required for annual financial statements. The interim financial statements of the Group have been prepared in accordance with the requirements of the NZX Main Board Listing Rules. The interim financial statements should be read in conjunction with the annual financial statements for the year ended 30 September 2016, which have been prepared in accordance with International Financial Reporting Standards and New Zealand Equivalents to International Financial Reporting Standards. The interim financial statements for the six months ended 31 March 2017 are unaudited. Accounting policies The principal accounting policies adopted in the preparation of the interim financial statements are consistent with those of the audited annual financial statements for the year ended 30 September Cash flows The consolidated statement of cash flows presents the net changes in cash flow for financial assets. Tower considers that knowledge of gross receipts and payments is not essential to understanding certain activities of Tower based on either: the turnover of these items is quick, the amounts are large, and the maturities are short or the value of the sales are immaterial. Impact of amendments to NZ IFRS The application of new or amended accounting standards as of 1 October 2016 has not had a material impact on the financial statements. 15

18 For the half year ended 31 March Acquisition proposals Fairfax Financial Holdings Limited (Fairfax) On 9 February 2017, Tower Limited announced it had entered into a Scheme Implementation Arrangement (SIA) with Fairfax. Under this agreement, Fairfax agreed to acquire 100% of the Company s shares at $1.17 per share for an aggregate purchase price of $197 million (the Fairfax proposal). Two of Tower s major shareholders representing more than 18% of issued shares entered into firm voting agreements under which they agreed to vote in favour of the Fairfax proposal. Given the substantial premium to the Company s share price at the time the SIA was announced, the certainty provided by the Fairfax proposal and the support it had received from two major shareholders, the Tower Board determined to unanimously recommend the Fairfax proposal to shareholders in the absence of a superior proposal. The Fairfax proposal is subject to customary conditions and approvals, including approvals from the Reserve Bank of New Zealand (RBNZ); the New Zealand Overseas Investment Office; the High Court of New Zealand; Pacific Island regulatory authorities and Tower shareholders. Shareholder approval of the scheme at the meeting must be by at least 75% of votes cast, representing more than 50% of the total voting rights of the company. Under the SIA the parties provided for the conditions to be satisfied by 31 August 2017, or such later date as may be agreed. At the date of this report the parties are continuing to work towards satisfaction of the conditions. Suncorp Group Limited / Vero Insurance New Zealand Limited (Suncorp) On 22 February 2017, Tower announced that it had received a non-binding indicative proposal from Suncorp to acquire 100% of the Company s shares at an indicative price of $1.30 per share (the Suncorp proposal). On 15 March 2017, Suncorp announced that it had purchased 19.99% of the Company s shares for which it has paid $1.40 per share. The Suncorp proposal was stated to be subject to customary conditions and approvals, including clearance from the New Zealand Commerce Commission; and approvals from the Reserve Bank of New Zealand; the New Zealand Overseas Investment Office; the High Court of New Zealand; and Pacific Island regulatory authorities. The Commerce Commission have extended their deadline for decision on the Suncorp clearance application to 30 June At the date of this report the Company has not agreed any contract with Suncorp and there is no certainty that the Suncorp proposal will proceed. Interim Reporting At 31 March 2017, Tower has provided for all costs incurred to that date in respect of the acquisition proposals. These have been recorded in the Consolidated Income Statement as a separate line item (Acquisition proposal expenses). If either acquisition proposal is successful, there will be a number of financial impacts on the Group, including further expected costs and payments as described below. The impact of these has not been reflected in the interim financial statements for the six months ended 31 March Adviser fees The Company is working with various legal, financial and Board advisers to assist with the acquisition proposals. Costs for work completed by these advisers on the acquisition proposals prior to 31 March 2017 have been included in the interim financial statements. Where no invoice has been received, an estimate of likely costs up to 31 March 2017 has been made on the basis of best information available at the time. Tower has engaged Goldman Sachs New Zealand Limited (Goldman) to act as lead financial adviser in relation to the acquisition proposals. Goldman advisory fees are linked to the outcome of any acquisition proposal. In the event that either acquisition proposal is completed, advisory fees estimated at $4.5 million before tax will become payable to Goldman. At 31 March 2017, no provision has been made for Goldman advisory fees because at that date, the obligation to pay fees remained contingent upon the successful implementation of an acquisition proposal. 16 Tower Limited half year report 2017

19 For the half year ended 31 March 2017 Taxation The recoverability of tax losses will be impacted by either acquisition proposal, if completed. Accounting standards require de-recognition of deferred tax assets arising from loss carry forwards, where it is not probable that the entity will have sufficient income to use against the losses. Under New Zealand tax legislation losses are forfeited where there is a change of shareholding of more than 49%. Further information is included in Note 10. Break fee The Company has agreed to pay Fairfax a break fee in certain circumstances described in the SIA. The break fee is $1.97 million (plus GST if applicable), before tax. The purpose of the break fee is to compensate Fairfax for advisory costs; its management and directors time; out of pocket expenses; and opportunity costs of pursuing the SIA in place of other initiatives should the SIA not proceed. No provision has been made for break fees at 31 March 2017 as circumstances which give rise to the break fee becoming payable under the SIA have not occurred. Reimbursement of costs Tower has agreed to reimburse Fairfax for reasonably incurred costs, capped at $0.4 million (plus GST if applicable), if certain conditions described in the SIA occur and the break fee provision does not apply. The purpose of this payment is to compensate Fairfax for advisory costs and expenses. No provision has been made for cost reimbursement at 31 March 2017 as circumstances which give rise to costs becoming payable under the SIA have not occurred. 3. Critical accounting judgements and estimates The Group makes estimates and judgements in respect of certain key assets and liabilities. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Key areas where critical accounting estimates and judgements have been applied are noted below. Claims estimation Valuation of net outstanding claims is an area of significant judgement and estimation. Key elements of judgement included within claims estimations are: the rate of claims closure; the quantum of closed claims reopening; the level of future increases in building and other claims costs; future claim management expenses; assessments of risk margin; apportionment of claims costs between the four main earthquake events; and the quantum of new claims being received from EQC and the average cost of these claims. Key elements of judgement included within recoveries estimations are: the collectability of reinsurance recoveries (includes consideration of factors such as counterparty and credit risk); recoveries from EQC in respect of land damage and building costs; and the assessments of risk margin. The nature of estimation uncertainties, including from those factors listed above, mean that actual claims experience may deviate from reported results. Refer to Note 7 for further detail on the Canterbury Earthquakes. EQC recoveries Valuation of additional EQC recoveries in respect of building costs and land damage is an area of significant judgement and estimation. Areas of judgement and subjectivity exist in assessments of: claim file review of earthquake event allocation; the quality of assessment information; litigation risk factors; and portfolio conservatism. Tower has filed a statement of claim against EQC in respect of land damage recoveries. Refer to Note 7 and Note 9 for further detail on EQC recoveries for Canterbury earthquakes and Note 9 for details on EQC recoveries in relation to the Kaikoura region earthquake. 17

20 For the half year ended 31 March Critical accounting judgements and estimates (continued) Acquisition proposal implications Accounting implications arising from the potential acquisition proposals include areas of significant judgement and estimation. There is considerable uncertainty surrounding the acquisition proposals from Fairfax and Suncorp. There is uncertainty around completion and timing of either acquisition proposal specifically satisfaction of conditions precedent including regulatory approvals (RBNZ; Pacific Island insurance supervisors; Commerce Commission; Overseas Investment Office; High Court of New Zealand) and shareholder approval and in the case of the Suncorp proposal, any contractual agreement. The continued recognition of certain balance sheet items (including deferred taxation and capitalised IT development costs discussed below) include judgement around the acquisition proposal outcomes. Accounting implications which may arise from the acquisition proposals include judgements and estimation which are discussed in Note 2. Deferred taxation Recognition of deferred tax assets is an area of significant judgement and estimation. Deferred tax assets are recognised for all unused tax losses to the extent it is probable that future taxable profits will be available against which the losses can be utilised and there is continuity of ownership (of greater than 49%). Significant management judgement and estimation is required to determine the amount of deferred tax assets recognised, based on the likely timing and quantum of future taxable profits. This assessment is completed on the basis of the approved strategic plans of Tower Insurance Limited and subsidiaries within the consolidated tax group. The recoverability of tax losses outlined above is also subject to ongoing assessment in respect of active acquisition proposals. If it becomes probable that either acquisition proposal to purchase 100% of the shares in Tower would result in a shareholder change of more than 49%, remaining deferred tax assets from loss carry forwards will be de-recognised and removed from the balance sheet. For further detail refer to Note 10. Capitalised IT development costs Capitalisation of IT development costs is an area of significant judgement and estimation. The application of NZ IAS 38 Intangible Assets includes accounting considerations required for capitalisation of IT projects. When applying NZ IAS 38, areas of judgement include consideration of impairment indicators, economic useful life, previous Board impairment decisions and potential impacts from acquisition proposals. 4. Premium revenue FOR THE HALF YEAR ENDED Gross written premiums 145, ,165 Less: Gross unearned premiums 4,715 5,287 Premium revenue 150, , Tower Limited half year report 2017

21 For the half year ended 31 March Investment revenue FOR THE HALF YEAR ENDED Fixed interest securities Interest income 3,771 5,470 Net realised (loss) gain (325) 620 Net unrealised gain (loss) 1,213 (1,302) Total fixed interest securities 4,659 4,788 Equity securities Net unrealised gain (loss) (163) Total equity securities (163) Other Net realised (loss) gain (1,922) 232 Net unrealised gain (loss) 816 (109) Total other (1,106) 123 Total interest and dividend income 3,771 5,470 Total net realised (loss) gain (2,247) 852 Total net unrealised gain (loss) 2,029 (1,574) Total investment revenue 3,553 4, Net claims expense FOR THE HALF YEAR ENDED NOTE Canterbury earthquake claims (4 key events) 7 13,600 2,900 Kaikoura earthquake claims 10,000 Other claims 73,866 76,771 Total net claims expense 97,466 79,671 19

22 For the half year ended 31 March Canterbury earthquakes Tower has received over 16,081 individual claims from customers as a result of earthquakes impacting the Canterbury region during 2010 and 2011 (30 September 2016: 15,990 claims). Like other industry participants, Tower continues to receive over-cap claims from the Earthquake Commission (EQC). The growth in new claims received has impacted Tower s settlement rates during the year. Of all claims received, Tower has settled over 15,607 claims at 31 March 2017 (30 September 2016: 15,426 claims), representing a 97% settlement rate by number of claims and 91% by value (30 September 2016: 96% by number and 89% by value). To date, Tower has paid out more than $793 million to customers (30 September 2016: $749 million) in respect of the four main earthquakes that occurred on 4 September 2010; 22 February 2011; 13 June 2011 and 23 December As at 31 March 2017, Tower has estimated gross ultimate incurred claims of $892.7 million in respect of the four main Canterbury earthquake events (30 September 2016: $869.6 million). The financial cost to Tower of the Canterbury earthquakes is reduced through reinsurance and is reflected within net outstanding claims. Tower continues to work closely with its catastrophe reinsurance partners as it works through its Canterbury claims settlement programme. Catastrophe reinsurance partners are required to have a financial strength rating of at least A- issued by a recognised international rating agency. Tower has a commercial dispute with the provider of its adverse development cover, Peak Reinsurance Company Limited (Peak Re), which is discussed further in Note 9. The table below presents a financial representation of Tower s net outstanding claims provision at 31 March 2017 in relation to the four main earthquake events. Canterbury earthquake provisions SEPTEMBER 2016 AUDITED Insurance liabilities Outstanding claims (139,500) (149,100) Receivables Reinsurance recovery receivables Adverse development cover Peak Re 43,750 43,750 Other reinsurance recovery receivables 2,150 7,050 Other receivables 66,600 57,600 Total receivables 112, ,400 Net outstanding claims (27,000) (40,700) Outstanding claims comprises case estimates, claims incurred but not reported (IBNR) and risk margins. In the six months to 31 March 2017, case estimates have reduced as claims have been settled and paid. These decreases have been offset however, by increased costs on remaining open claims; new overcap claims being received from EQC; and the Appointed Actuary increasing IBNR and risk margins, particularly in respect of litigated claims and additional EQC recoveries. 20 Tower Limited half year report 2017

23 For the half year ended 31 March Canterbury earthquakes (continued) The following table presents the cumulative impact of the four main Canterbury earthquake events on the income statement Cumulative expenses associated with Canterbury earthquakes: Earthquake claims estimate (892,660) (822,300) Reinsurance recoveries 744, ,583 Claim expense net of reinsurance recoveries (148,527) (102,717) Reinsurance expense (25,045) (25,045) Cumulative impact of Canterbury earthquakes before tax (173,572) (127,762) Income tax 49,288 36,454 Cumulative impact of Canterbury earthquakes after tax (124,284) (91,308) Recognised in current period (net of tax) (9,792) (2,088) The Board are actively engaged in monitoring Canterbury earthquake developments. Board process relies on the Appointed Actuary s determination of earthquake ultimate incurred claims estimates and the derivation of estimated outcomes. Tower had 474 open claims at 31 March 2017 (30 September 2016: 564 open claims). Recognising relative complexities which exist within remaining open claims, the Appointed Actuary has reviewed each remaining property file with Tower claims staff. This individual claim methodology included review of the latest specialist assessment reports and scope of works to repair or rebuild properties to determine the propensity for future costs to vary. In addition, further provision was made for claims re-opening; claims moving over the EQC cap of $100,000; claims in litigation and other claim categories. A risk margin has been allowed for at 75% probability of sufficiency. The actuarial reviews performed during the half year to 31 March 2017 identified the following as key contributors to the increase in expected earthquake claims costs: Greater than anticipated new claims from EQC; Growth in the level of litigation and customer disputes; Continued development of claim costs as they progress through the claims life cycle; and Refinement of actuarial assumptions incorporating claims incurred but not reported. The key elements of judgement within the claims estimation are as follows: Claims the level of future increases in building and other claims costs the number of new claims being received from EQC and the average cost of these claims the uncertainty surrounding litigated cases and potential for increased costs the rate of closed claims reopening apportionment of claim costs to each of the four main earthquake events risk margin future claim management expenses, and Recoveries collectability of reinsurance recoveries recoveries from EQC (including litigation risks) in respect of land damage and building costs risk margin. 21

24 For the half year ended 31 March Canterbury earthquakes (continued) Given the nature of estimation uncertainties (including those listed above) actual claims experience may still deviate, perhaps substantially, from the gross outstanding claims liabilities recorded as at 31 March Any further changes to estimates will be recorded in the accounting period when they become known. Tower has exceeded its catastrophe reinsurance and adverse development cover limits in relation to the February 2011 event. The estimated ultimate incurred claims cost of the February 2011 event totals $506.9 million. Tower has reinsurance for $375.0 million on this event including catastrophe cover, proportional reinsurance and adverse development cover. During the half year ended 31 March 2017, Tower expensed $13.6 million in relation to the February 2011 event (31 March 2016: $2.9 million). For the three other main earthquake events, the catastrophe reinsurance cover headroom remaining is included in the table below. CATASTROPHE REINSURANCE COVER REMAINING SEPTEMBER 2016 AUDITED Date of event September ,000 7,700 June , ,500 December , ,500 Sensitivity analysis impact of changes in key variables Net outstanding claims are comprised of several key elements, as set out earlier in this note. Sensitivity of net outstanding claims is therefore driven by changes to the assumptions underpinning each of these elements. The impact of changes in significant assumptions on the net outstanding claims liabilities, and hence on Tower s profit, are shown in the table below. Each change in assumption has been calculated in isolation of any other changes in assumptions. The impact of a change to claims costs is offset by reinsurance where there is reinsurance capacity remaining. The impact will be nil where the change in claims costs is less than the remaining reinsurance capacity. However, if the change in claims costs exceeds the reinsurance capacity then Tower s profit will be impacted by the amount of claims costs in excess of the reinsurance capacity. 22 Tower Limited half year report 2017

25 For the half year ended 31 March Canterbury earthquakes (continued) The changes in the table below reflect the impact on Tower s profit before tax should that event occur. SPLIT BETWEEN EVENTS FOUR MAIN EARTHQUAKES CHANGE VARIABLE SEP 2010 $M FEB 2011 $M JUN 2011 $M DEC 2011 $M 31 MAR 2017 $M 30 SEP 2016 AUDITED $M Outstanding claims: (i) Change to costs and quantity of expected claim estimates including building costs and other impacts. + 5% - 5% (4.0) 4.0 (4.0) 4.0 (4.1) 4.1 (ii) Change in apportionment of claim costs to / from February 2011 event. + 1% - 1% (4.4) (9.3) 9.3 (9.3) 4.9 (9.0) 9.0 Receivables: Reinsurance recovery receivables (iii) Adverse development cover - 50% - 100% (21.9) (38.8) (21.9) (38.8) (21.9) (38.8) (iv) Recoveries from EQC in respect of land damage + 10% - 10% 0.7 (0.7) 0.7 (0.7) 0.7 (0.8) (v) Recoveries from EQC in respect of building costs + 10% - 10% (1.8) 0.5 (0.5) 0.5 (2.3) 0.1 (0.1) (i) (ii) Calculated as the change in case estimates (net of EQC contributions) plus IBNR/IBNER and the impact on Tower s profit quantified. Changes in case estimates include overcap claims, closed claims re-opening and risk margin. Calculated as 1% of total reported costs (net of EQC contributions) plus IBNR/IBNER moved to/from Feb 2011 event and the impact on Tower s profit quantified. (iii) Calculated as the impact on net outstanding claims due to 50% or 100% lower recoveries being received. 23

26 For the half year ended 31 March Segmental reporting NEW ZEALAND PACIFIC ISLANDS OTHER (HOLDING COMPANIES & ELIMINATIONS) TOTAL Half year ended 31 March 2017 (Unaudited) Revenue Revenue external 109,452 22, ,771 Total revenue 109,452 22, ,771 Profit (Loss) before income tax (16,777) 6,696 (597) (10,678) Income tax credit (expense) 4,401 (2,283) 378 2,496 Profit (Loss) for the half year (12,376) 4,413 (219) (8,182) Half year ended 31 March 2016 (Unaudited) Revenue Revenue external 108,947 23, ,988 Total revenue 108,947 23, ,988 Profit (Loss) before income tax 3,476 6,117 (20,536) (10,943) Income tax credit (expense) (1,799) (1,636) 5,699 2,264 Profit (Loss) for the half year 1,677 4,481 (14,837) (8,679) Total assets 31 March 2017 (Unaudited) 477,981 82,114 75, ,061 Total assets 30 September 2016 (Audited) 479,420 79,104 81, ,281 Total liabilities 31 March 2017 (Unaudited) 365,286 51,109 3, ,667 Total liabilities 30 September 2016 (Audited) 360,613 51,981 3, ,329 Description of segments and other segment information An operating segment is a group of assets and operations engaged in providing products or services that are subject to risks and returns that are different to those of other operating segments. Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker who reviews the operating results on a regular basis and makes decisions on resource allocation and assessing performance. The chief operating decision-maker has been identified as the Company s Board of Directors. New Zealand segment comprised general insurance business written in New Zealand. Pacific Islands segment includes general insurance business with customers in Pacific Islands written by Tower subsidiaries and branch operations. Other includes head office expenses, financing costs and eliminations. Tower operates predominantly in two geographical segments, New Zealand and the Pacific region. Inwards reinsurance operations in run-off in the United Kingdom and the United States are a negligible part of the Group s operations and net assets. 24 Tower Limited half year report 2017

27 For the half year ended 31 March Receivables SEPTEMBER 2016 AUDITED Reinsurance recovery receivables 80,715 68,406 Outstanding premiums and trade receivables 118, ,855 Other 71,347 60,424 Total receivables 270, ,685 Earthquake Commission receivables Kaikoura Region Earthquake In December 2016 Tower Insurance Limited, along with other private insurers, signed a Memorandum of Understanding (MOU) with EQC whereby private insurers would act as agents for the Crown agency in relation to the Kaikoura region earthquake. Under the agreement, Tower will directly lodge, assess and settle home and contents claims arising from the 14 November 2016 earthquake in the Kaikoura region, including claims under EQC s $100,000 cap for house claims and $15,000 cap for contents claims. Claims from earlier earthquakes in the Canterbury region which are still open or unresolved are not part of this agreement with EQC. The agreement with EQC provides for private insurers to get reimbursed for claim costs, including costs of settlement and handling. The amount due from EQC for reimbursement of claims handling expenses and claims paid in relation to the Kaikoura event is $1.4 million. Canterbury Earthquakes Other receivables includes an amount of $66.6 million (30 September 2016: $57.6 million) due from EQC for land damage and building costs relating to the Canterbury earthquake provisions as disclosed in Note 7. Tower has filed a statement of claim against EQC in respect of a portion of the $66.6 million. An amount of $17.5 million (30 September 2016: $20.7 million) will be payable to reinsurers in relation to this balance, which has been provided for. EQC recoveries relating to Canterbury earthquakes are an area of significant accounting estimation and judgement. Judgement and subjectivity included in the assessment of these EQC recoveries include: earthquake event allocation, litigation risk factors and other actuarial assumptions discussed in Note 7. Reinsurance Contract In Dispute Tower has a commercial dispute with Peak Re, the provider of the Adverse Development Cover (ADC) entered into in April As a result the parties have agreed to an arbitration process in accordance with the ADC agreement. Tower anticipates the arbitration will take place in the second half of Tower has received external legal advice and believes that it has a strong position and remains confident of full recovery. Tower will take every step to fully recover the amounts due. The ADC provides for recovery of claims costs on the February 2011 earthquake. The maximum value of the ADC recovery is $43.75 million which has been fully recognised in the calculation of Tower s net claims expense in respect of the Canterbury earthquakes (refer to Note 7). Tower notes that, while it has confidence in its position, the process of legal redress has risk and collection of the $43.75 million receivable cannot be certain. 25