AUDITED CONSOLIDATED FINANCIAL STATEMENTS Renaissance Reinsurance Ltd. and Subsidiaries December 31, 2011 and 2010 Ernst & Young Ltd.
Audited Consolidated Financial Statements Renaissance Reinsurance Ltd. and Subsidiaries December 31, 2011 and 2010
Ernst & Young Ltd. 3 Bermudiana Road Hamilton HM 08, Bermuda P.O. Box HM 463 Hamilton, HM BX, Bermuda Direct: +1 441 295 7000 Direct fax: +1 441 295 5193 www.ey.com/bermuda REPORT OF INDEPENDENT AUDITORS TO THE SHAREHOLDER OF RENAISSANCE REINSURANCE LTD. AND SUBSIDIARIES We have audited the accompanying consolidated balance sheets of Renaissance Reinsurance Ltd. and subsidiaries as of December 31, 2011 and 2010, and the related consolidated statements of operations, changes in shareholder's equity and comprehensive income, and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company's internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Renaissance Reinsurance Ltd. and subsidiaries at December 31, 2011 and 2010, and the consolidated results of their operations and their cash flows for the years then ended in conformity with accounting principles generally accepted in the United States. Hamilton, Bermuda April 10, 2012
CONSOLIDATED BALANCE SHEETS AT (in thousands of United States dollars) Assets 2011 2010 Fixed maturity investments trading, at fair value $ 987,678 $ 639,799 (Amortized cost $995,992 and $640,057 at December 31, 2011 and 2010, respectively) (Note 3) Fixed maturity investments available for sale, at fair value 142,052 243,895 (Amortized cost $131,054 and $224,537 at December 31, 2011 and 2010, respectively) (Note 3) Short term investments, at fair value (Note 3) 254,428 227,508 Other investments, at fair value (Note 3) 183,719 169,933 Investment in RIHL, under equity method (Note 3) 483,724 666,938 Investment in RIHL II, under equity method (Note 3) 421,623 335,122 Investment in ROIHL III, under equity method (Note 3) 374,325 377,136 Investment in Top Layer Re, under equity method (Note 3) 15,873 14,844 Total investments 2,863,422 2,675,175 Cash and cash equivalents 98,211 52,247 Premiums receivable (Note 7) 329,247 233,799 Reinsurance recoverable (Notes 5, 6 and 7) 330,859 77,293 Prepaid reinsurance premiums (Notes 5 and 7) 54,386 54,920 Accrued investment income 9,455 10,126 Deferred acquisition costs 33,495 26,490 Receivable for investments sold 65,249 183 Other assets (Note 10) 8,095 16,806 Total assets $ 3,792,419 $ 3,147,039 Liabilities and Shareholder's Equity Liabilities Reserve for claims and claim expenses (Notes 6 and 7) $ 1,414,183 $ 936,404 Unearned premiums (Note 7) 254,196 205,892 Reinsurance balances payable (Note 7) 240,075 195,416 Dividends payable to parent 154,961 122,218 Due to affiliates, net (Note 7) 35,530 39,135 Payable for investments purchased 85,887 29,888 Accounts payable and accrued liabilities 1,533 4,688 Other liabilities (Note 10) 6,054 13,398 Total liabilities 2,192,419 1,547,039 Shareholder's Equity Common shares: $1.00 par value - 200,000,000 shares authorized; 141,301,000 issued and outstanding at December 31, 2011 and 2010) 141,301 141,301 Additional paid-in capital 1,179,870 1,005,896 Accumulated other comprehensive income 10,998 19,358 Retained earnings 267,831 433,445 Total shareholder's equity 1,600,000 1,600,000 Total liabilities and shareholder's equity $ 3,792,419 $ 3,147,039 See accompanying notes to the consolidated financial statements 1
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED (in thousands of United States dollars) 2011 2010 Revenues Gross premiums written (Notes 5 and 7) $ 1,009,406 $ 831,180 Net premiums written (Note 5) $ 644,901 $ 544,932 (Increase) decrease in net unearned premiums (48,838) 12,863 Net premiums earned (Notes 5 and 7) 596,063 557,795 Net investment income (Note 3) 20,441 29,320 Net foreign exchange losses (3,763) (10,219) Equity in earnings of RIHL (Note 3) 16,786 50,709 Equity in earnings of RIHL II (Note 3) 12,527 13,312 Equity in earnings of ROIHL III (Note 3) 22,189 46,510 Equity in losses of Top Layer Re (Note 3) (37,471) (12,103) Other income (Note 7) 33,437 8,572 Net realized and unrealized gains on fixed maturity investments (Note 3) 16,034 35,976 Total other-than-temporary impairments (Note 3) (630) (181) Portion recognized in other comprehensive income (Note 3) 78 - Net other-than-temporary impairments (Note 3) (552) (181) Total revenues 675,691 719,691 Expenses Net claims and claim expenses incurred (Notes 5, 6 and 7) 461,160 47,254 Acquisition expenses (Note 7) 66,272 25,076 Operational expenses (Note 7) 133,065 120,575 Corporate expenses 144 3,214 Total expenses 660,641 196,119 Net income $ 15,050 $ 523,572 See accompanying notes to the consolidated financial statements 2
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDER'S EQUITY AND COMPREHENSIVE INCOME FOR THE YEARS ENDED (in thousands of United States dollars) 2011 2010 Common shares $ 141,301 $ 141,301 Additional paid-in capital Balance - January 1 1,005,896 1,005,896 Capital contribution 173,974 - Balance - December 31 1,179,870 1,005,896 Accumulated other comprehensive income Balance - January 1 19,358 29,838 Change in net unrealized gains on investments (8,282) (10,480) Portion of other-than-temporary impairments recognized in other comprehensive income (78) - Balance - December 31 10,998 19,358 Retained earnings Balance - January 1 433,445 422,965 Net income 15,050 523,572 Dividends declared (180,664) (513,092) Balance - December 31 267,831 433,445 Total shareholder's equity $ 1,600,000 $ 1,600,000 Comprehensive income Net income $ 15,050 $ 523,572 Change in net unrealized gains on investments (8,282) (10,480) Portion of other-than-temporary impairments recognized in other comprehensive income (78) - Comprehensive income $ 6,690 $ 513,092 Disclosure regarding net unrealized gains (Note 3) Total realized and net unrealized holdings gains on fixed maturity investments available for sale and net other-than-temporary impairments $ (2,802) $ 9,305 Net realized gains on fixed maturity investments available for sale (6,110) (19,966) Net other-than-temporary impairments recognized in earnings 552 181 Change in net unrealized gains on fixed maturity investments available for sale $ (8,360) $ (10,480) See accompanying notes to the consolidated financial statements 3
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED (in thousands of United States dollars) 2011 2010 Cash flows provided by operating activities: Net income $ 15,050 $ 523,572 Adjustments to reconcile net income to net cash provided by operating activities: Amortization and accretion 1,661 (6,459) Equity in earnings of RIHL (16,786) (50,709) Equity in earnings of RIHL II (12,527) (13,312) Equity in undistributed earnings of ROIHL III (22,189) (46,523) Equity in undistributed losses of Top Layer Re 37,471 24,959 Net unrealized losses (gains) included in net investment income 6,896 (411) Net realized and unrealized gains on investments (16,034) (35,976) Net other-than-temporary impairments 552 181 Change in: Premiums receivable (95,448) (5,020) Reinsurance recoverable (253,566) (30,813) Prepaid reinsurance premiums 534 6,115 Accrued investment income 671 1,676 Deferred acquisition costs (7,005) (1,134) Reserve for claims and claim expenses 477,779 (68,712) Unearned premiums 48,304 (18,978) Reinsurance balances payable 44,659 14,209 Due to affiliates, net (3,605) 1,652 Other, net 490 18,968 Net cash provided by operating activities 206,907 313,285 Cash flows (used in) provided by investing activities: Proceeds from sales and maturities of investments trading 1,233,096 873,926 Purchases of investments trading (1,571,645) (1,391,979) Proceeds from sales and maturities of investments available for sale 105,349 716,453 Purchases of investments available for sale (4,107) (139,195) Net (purchases) sales of short term investments (41,520) 56,702 Proceeds from redemptions of investment in RIHL 200,000 200,000 Purchases of investment in RIHL II - (153,848) Proceeds from redemptions of investment in ROIHL III 25,000 26,000 Purchases of investment in ROIHL III - (175,000) Purchases of investment in Top Layer Re (38,500) (13,750) Net (purchases) sales of other investments (20,695) 80,936 Net cash (used in) provided by investing activities (113,022) 80,245 Cash flows used in financing activities: Dividends paid (47,921) (382,289) Net cash used in financing activities (47,921) (382,289) Net increase in cash and cash equivalents 45,964 11,241 Cash and cash equivalents, beginning of year 52,247 41,006 Cash and cash equivalents, end of year $ 98,211 $ 52,247 See accompanying notes to the consolidated financial statements 4
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 1. ORGANIZATION Renaissance Reinsurance Ltd. ( Renaissance Reinsurance ) was incorporated under the laws of Bermuda in 1993. Renaissance Reinsurance provides property catastrophe reinsurance coverage to insurers and reinsurers on a worldwide basis. Renaissance Reinsurance also writes specialty reinsurance in certain lines, including catastropheexposed workers compensation, surety, terrorism, energy, aviation, crop, political risk, trade credit, financial, mortgage guarantee, catastrophe-exposed personal lines property, casualty clash and certain other casualty lines and other specialty lines of reinsurance that Renaissance Reinsurance defines as specialty reinsurance. Renaissance Reinsurance is a wholly-owned subsidiary of RenaissanceRe Holdings Ltd. ( RenaissanceRe ), which was also formed under the laws of Bermuda. The consolidated financial statements of Renaissance Reinsurance include the financial position and results of operations of its wholly-owned subsidiaries, Renaissance Reinsurance of Europe ( Renaissance Europe ), Overseas Partners Cat Ltd. ( OPCat ) and RenaissanceRe Corporate Capital (UK) Limited ( RenaissanceRe CCL ) (collectively referred to as the Company ). Renaissance Europe was incorporated in October 1998 under the laws of Ireland to provide certain property catastrophe reinsurance coverage in Europe. OPCat is currently in runoff and was also incorporated under the laws of Bermuda. RenaissanceRe CCL, a wholly owned subsidiary of the Company, was incorporated in March 2009 and is the sole corporate member for RenaissanceRe s Lloyd s syndicate, RenaissanceRe Syndicate 1458 ( Syndicate 1458 ). NOTE 2. SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ( GAAP ) and include the accounts of Renaissance Reinsurance and its wholly-owned subsidiaries, which are collectively referred to herein as the Company. All significant intercompany transactions and balances have been eliminated on consolidation. Certain prior year comparative figures have been reclassified to conform to the current year presentation. 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 and impairment charges. 5
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES, cont d. Premiums and Related Expenses Premiums are recognized as income, net of any applicable retrocessional coverage purchased, over the terms of the related contracts and policies. Premiums written are based on contract and policy terms and include estimates based on information received from both insureds and ceding companies. Subsequent differences arising on such estimates are recorded in the period in which they are determined. Unearned premiums represent the portion of premiums written that relate to the unexpired terms of contracts and policies in force. Amounts are computed by pro-rata methods based on statistical data or reports received from ceding companies. Reinstatement premiums are estimated after the occurrence of a significant loss and are recorded in accordance with the contract terms based upon paid losses and case reserves. Reinstatement premiums are earned when written. Acquisition costs, consisting principally of commissions, brokerage and premium tax expenses incurred at the time a contract or policy is issued, are deferred and amortized over the period in which the related premiums are earned. Deferred policy acquisition costs are limited to their estimated realizable value based on the related unearned premiums. Anticipated claims and claim expenses, based on historical and current experience, and anticipated investment income related to those premiums are considered in determining the recoverability of deferred acquisition costs. Claims and Claim Expenses The reserve for claims and claim expenses includes estimates for unpaid claims and claim expenses on reported losses as well as an estimate of losses incurred but not reported ( IBNR ). The reserve is based on individual claims, case reserves and other reserve estimates reported by insureds and ceding companies as well as management s estimates of ultimate losses. Inherent in the estimates of ultimate losses are expected trends in claim severity and frequency and other factors which could vary significantly as claims are settled. Additionally, the Company does not have the benefit of a significant amount of its own historical experience in certain lines of its specialty reinsurance line. Accordingly, the setting and reserving for incurred losses in this line of business could be subject to greater variability. Ultimate losses may vary materially from the amounts provided in the consolidated financial statements. These estimates are reviewed regularly and, as experience develops and new information becomes known, the reserves are adjusted as necessary. Such adjustments, if any, are reflected in the consolidated statements of operations in the period in which they become known and are accounted for as changes in estimates. 6
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES, cont d. Reinsurance Amounts recoverable from reinsurers are estimated in a manner consistent with the claim liability associated with the reinsured policies. For multi-year retrospectively rated contracts, the Company accrues amounts (either assets or liabilities) that are due to or from assuming companies based on estimated contract experience. If the Company determines that adjustments to earlier estimates are appropriate, such adjustments are recorded in the period in which they are determined. Reinsurance recoverables on dual trigger reinsurance contracts require the Company to estimate its ultimate losses applicable to these contracts as well as estimate the ultimate amount of insured industry losses that will be reported by the applicable statistical reporting agency, as per the contract terms. Amounts recoverable from reinsurers are recorded net of a valuation allowance for estimated uncollectible recoveries. Assumed and ceded reinsurance contracts that lack a significant transfer of risk are treated as deposits. Investments, Cash and Cash Equivalents Fixed Maturity Investments Investments in fixed maturities are classified as available for sale or trading and are reported at fair value. Investment transactions are recorded on the trade date with balances pending settlement reflected in the balance sheet as a receivable for investments sold or a payable for investments purchased. Net investment income includes interest and dividend income together with amortization of market premiums and discounts and is net of investment management and custody fees. The amortization of premium and accretion of discount for fixed maturity securities is computed using the effective yield method. For mortgage-backed securities and other holdings for which there is prepayment risk, prepayment assumptions are evaluated quarterly and revised as necessary. Any adjustments required due to the change in effective yields and maturities are recognized on a prospective basis through yield adjustments. Fair values of investments are based on quoted market prices, or when such prices are not available, by reference to broker or underwriter bid indications and/or internal pricing valuation techniques. The net unrealized appreciation or depreciation on fixed maturity investments available for sale is included in accumulated other comprehensive income in the consolidated statements of changes in shareholder s equity and comprehensive income. The net unrealized appreciation or depreciation on fixed maturity investments trading is included in net realized and unrealized gains on investments in the consolidated statements of operations. Realized gains or losses on the sale of investments are determined on the basis of the first in first out cost method and, for fixed maturity investments available for sale, include adjustments to the cost basis of investments for declines in value that are considered to be other-than-temporary. 7
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES, cont d. Other-Than-Temporary Impairments The Company recognizes other-than-temporary impairments in earnings for its impaired fixed maturity securities available for sale (i) for which the Company has the intent to sell the security or (ii) it is more likely than not that the Company will be required to sell the debt security before its anticipated recovery and (iii) for those securities which have a credit loss. In assessing whether a credit loss exists, the Company compares the present value of the cash flows expected to be collected from the security with the amortized cost basis of 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 impairment related to the credit loss and (ii) the amount of the total impairment related to all other factors. The amount of the total other-thantemporary impairment related to the credit loss is recognized in earnings. The amount of the total other-thantemporary impairment related to all other factors is recognized in other comprehensive income. In periods after the recognition of other-than-temporary impairments on the Company s fixed maturity securities available for sale, the Company accounts for such securities as if they had been purchased on the measurement date of the other-thantemporary impairment at an amortized cost basis equal to the previous amortized cost basis less the other-thantemporary impairment recognized in earnings. For debt securities in which other-than-temporary impairments were recognized in earnings, the difference between the new amortized cost basis and the cash flows expected to be collected will be amortized into net investment income. Renaissance Investment Holdings Ltd. ( RIHL ) The Company s investments include an interest in RIHL. RIHL was formed to enhance administrative efficiency and take advantage of the increased benefits and reduced costs ordinarily associated with the management of large investment portfolios of different subsidiaries in the same group. In addition, the administrative efficiency afforded by the use of RIHL facilitates the establishment of the Company s collateralized letter of credit facility on advantageous terms that the Company believes would otherwise not be available (see Note 3). Through RIHL, the Company invests in a diversified portfolio of highly liquid fixed income securities which are recorded at fair value. RIHL has been assigned a rating of AAf by Standard & Poor s Rating Agency ( S&P ) and the dollar weighted average rating of the securities held through RIHL is AA. The Company may redeem its interest in RIHL at the current net asset value no more frequently than monthly. Third party service providers perform custodial functions in respect of RIHL, including valuation of the investment assets held through RIHL. Currently, external investment managers manage the assets held through RIHL, pursuant to written investment guidelines. Renaissance Investment Holdings II Ltd. ( RIHL II ) The Company s investments include an interest in RIHL II. RIHL II was formed to enhance administrative efficiency and take advantage of the increased benefits and reduced costs ordinarily associated with the management of large investment portfolios of different subsidiaries in the same group. Through RIHL II, the Company invests in a diversified portfolio of fixed income securities and certain derivative products, both of which are recorded at fair value. The dollar weighted average rating of the securities held through RIHL II is AA. The Company may redeem its interest in RIHL II at the current net asset value no more frequently than bi-monthly. Third party service providers perform custodial functions in respect of RIHL II, including valuation of the investment assets held through RIHL II. Currently, external investment managers manage the assets held through RIHL II, pursuant to written investment guidelines. 8
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES, cont d. Renaissance Other Investments Holdings III Ltd. ( ROIHL III ) The Company s investments include an interest in ROIHL III. ROIHL III was established to hold Renaissance Investment Management Company Limited ( RIMCO ), a Bermuda domiciled investment management company, which invests in private equity and hedge fund investments. RIHL, at its sole discretion may require any shareholder to surrender some, or all of such shareholder s shares for redemption upon 30 days prior written notice. RIHL II, at its sole discretion may require any shareholder to surrender some, or all of such shareholder s shares for redemption upon prior written notice in accordance with the normal redemption notice period. In addition, RIHL, RIHL II and ROIHL III shall redeem all outstanding shares by a date, no later than December 31, 2038. The Company s ownership in RIHL, RIHL II and ROIHL III are recorded using the equity method of accounting. The Company s share of RIHL, RIHL II and ROIHL III s net income is included in equity in earnings of RIHL, equity in earnings of RIHL II and equity in earnings of ROIHL III, respectively, in the consolidated statements of operations. Any decline in the value of the Company s share of RIHL, RIHL II or ROIHL III considered by management to be other-than-temporary is charged to earnings in the period in which it is determined. Investment in Top Layer Reinsurance Ltd. ( Top Layer Re ) The Company has significant influence over the operating and financial policies of Top Layer Re and its 50.0% ownership is accounted for under the equity method of accounting. Under this method, the Company records its proportionate share of income or loss from Top Layer Re in its results for the period. Any decline in value of the Company s investment in Top Layer Re considered by management to be other-than-temporary is charged to income in the period in which it is determined. Short Term Investments and Cash and Cash Equivalents Short term investments, which are managed as part of the Company s investment portfolio and have a maturity of one year or less when purchased, are carried at amortized cost, which approximates fair value. In certain cases, fair value is determined in a manner similar to the Company s fixed maturity investments noted above, and accordingly, the net unrealized appreciation or depreciation on these short term investments is included in net realized and unrealized gains on investments in the consolidated statements of operations. Cash equivalents include money market instruments with a maturity of ninety days or less when purchased. 9
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES, cont d. Other Investments The Company accounts for its other investments at fair value in accordance with Financial Accounting Standards Board ( FASB ) Accounting Standards Codification ( ASC ) Financial Instruments, with interest, dividend income, income distributions and realized and unrealized gains and losses included in net investment income. The fair value of certain of the Company s fund investments, which principally include senior secured bank loan funds and non-u.s. fixed income funds, are recorded on its consolidated balance sheet in other investments, and is generally established on the basis of the net valuation criteria established by the managers of such investments, if applicable. The net valuation criteria established by the managers of such investments is established in accordance with the governing documents of such investments. Certain of the Company s fund managers, fund administrators, or both, are unable to provide final fund valuations as of the Company s current reporting date. The typical reporting lag experienced by the Company to receive a final net asset value report is one month for senior secured bank loan funds and non-u.s. fixed income funds. In certain cases, management s judgment may also be required to estimate fair value. Actual final valuations may differ, perhaps materially so, from the Company s estimates and these differences are recorded in the Company s consolidated statements of operations in the period they are reported to the Company as a change in estimate. The Company s estimate of the fair value of catastrophe bonds are based on quoted market prices, or when such prices are not available, by reference to broker or underwriter bid indications. Derivatives The Company enters into derivative instruments such as futures, options, swaps, forward contracts and other derivative contracts in order to manage its foreign currency exposure, obtain exposure to a particular financial market, for yield enhancement, or for trading and speculation. The Company accounts for its derivatives in accordance with FASB ASC Topic Derivatives and Hedging, which requires all derivatives to be recorded at fair value on the Company s balance sheet as either assets or liabilities, depending on their rights or obligations, with changes in fair value reflected in current earnings. The Company does not currently apply hedge accounting. The fair value of the Company s derivatives are estimated by reference to quoted prices or broker quotes, where available, or in the absence of quoted prices or broker quotes, the use of industry or internal valuation models. Fair Value The Company accounts for certain of its assets and liabilities at fair value in accordance with FASB ASC Topic Fair Value Measurements and Disclosures. The Company recognizes the change in unrealized gains and losses arising from changes in fair value in its 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 shareholder s equity. 10
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES, cont d. Foreign Exchange The Company s functional currency is the United States ( U.S. ) dollar. Revenues and expenses denominated in foreign currencies are translated at the prevailing exchange rate at the transaction date. Monetary assets and liabilities denominated in foreign currencies are translated at exchange rates in effect at the balance sheet date, which may result in the recognition of exchange gains or losses which are included in the determination of net income. Recently Issued Accounting Pronouncements Accounting for Costs Associated with Acquiring or Renewing Insurance Contracts In October 2010, the 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 will be effective for fiscal periods beginning on or after December 15, 2011 with prospective or retroactive application permitted. The Company is currently evaluating the potential impacts of the adoption of ASU 2010-26, but does not currently expect this standard to have a material impact on its 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 will be effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. Early adoption is not permitted. The Company is currently evaluating the potential impacts of the adoption of ASU 2011-04, but does not currently expect this standard to have a material impact on its consolidated statements of operations and financial condition. 11
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES, cont d. Presentation of Comprehensive Income In June 2011, the FASB issued ASU 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 will be effective for fiscal years, and interim periods within those years, beginning after December 15, 2011, with retroactive application required. The Company is currently evaluating the potential impacts of the adoption of ASU 2011-05, but does not currently expect this standard to have a material impact on its consolidated statements of operations, consolidated statements of comprehensive income, or its financial condition. NOTE 3. INVESTMENTS Fixed Maturity Investments Trading The following table summarizes the fair value of fixed maturity investments trading: At December 31, 2011 2010 U.S. treasuries $ 206,841 $ 146,286 Agencies 13,463 - Non-U.S. government (Sovereign debt) 140,642 126,133 FDIC guaranteed corporate 39,674 - Non-U.S. government-backed corporate 163,229 - Corporate 234,615 279,474 Agency mortgage-backed 21,536 24,482 Non-agency mortgage-backed 71,258 5,765 Commercial mortgage-backed 96,420 57,659 $ 987,678 $ 639,799 12
NOTE 3. INVESTMENTS, cont d. Fixed Maturity Investments Available for Sale The following tables summarize 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: 13 Included in Accumulated Other Comprehensive Income Gross Unrealized Gains Gross Unrealized Losses Non-Credit Other-Than- Temporary Impairments (1) At December 31, 2011 Amortized Cost Fair Value Non-U.S. government (Sovereign debt) $ 10,088 $ 921 $ (12) $ 10,997 $ - Non-U.S. government-backed corporate 312 13-325 - Corporate 18,449 1,535 (517) 19,467 (176) Agency mortgage-backed 12,635 1,071-13,706 - Non-agency mortgage-backed 21,096 1,862 (284) 22,674 (1,837) Commercial mortgage-backed 63,654 6,191 (1) 69,844 - Asset-backed 4,820 219-5,039 - $ 131,054 $ 11,812 $ (814) $ 142,052 $ (2,013) Included in Accumulated Other Comprehensive Income Gross Unrealized Gains Gross Unrealized Losses Non-Credit Other-Than- Temporary Impairments (1) At December 31, 2010 Amortized Cost Fair Value Non-U.S. government (Sovereign debt) $ 23,836 $ 2,830 $ (146) $ 26,520 $ - Non-U.S. government-backed corporate 1,331 53-1,384 - Corporate 32,007 3,758 (404) 35,361 (1,818) Agency mortgage-backed 17,160 1,245-18,405 - Non-agency mortgage-backed 24,971 3,452 (40) 28,383 (2,063) Commercial mortgage-backed 86,193 7,570 (29) 93,734 - Asset-backed 39,039 1,124 (55) 40,108 (598) $ 224,537 $ 20,032 $ (674) $ 243,895 $ (4,479) (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-thantemporary impairments under FASB ASC Topic Investments - 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.
NOTE 3. INVESTMENTS, cont d. 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. At December 31, 2011 Trading Available for Sale Total Amortized Amortized Amortized Cost Fair Value Cost Fair Value Cost Fair Value Due in less than one year $ 49,542 $ 49,554 $ 152 $ 128 $ 49,694 $ 49,682 Due after one through five years 520,749 517,154 12,011 12,686 532,760 529,840 Due after five through ten years 186,860 185,688 11,223 11,791 198,083 197,479 Due after ten years 44,944 46,068 5,463 6,184 50,407 52,252 Mortgage-backed 193,897 189,214 97,385 106,224 291,282 295,438 Asset-backed - - 4,820 5,039 4,820 5,039 Pledged Investments $ 995,992 $ 987,678 $ 131,054 $ 142,052 $ 1,127,046 $ 1,129,730 At December 31, 2011, $986.5 million (2010 - $603.9 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, $273.7 million (2010 - $22.4 million) is on deposit with, or in trust accounts for the benefit of, U.S. state regulatory authorities. Net Investment Income, Net Realized and Unrealized Gains on Fixed Maturity Investments and Net Other-Than- Temporary Impairments The components of net investment income are as follows: Year ended December 31, 2011 2010 Fixed maturity investments $ 23,489 $ 17,596 Short term investments 645 866 Other investments 413 15,187 Cash and cash equivalents 150 71 24,697 33,720 Investment expenses (4,256) (4,400) Net investment income $ 20,441 $ 29,320 14
NOTE 3. INVESTMENTS, cont d. Net realized and unrealized gains on fixed maturity investments and net other-than-temporary impairments for are as follows: Year ended December 31, 2011 2010 Gross realized gains $ 26,148 $ 32,203 Gross realized losses (6,850) (5,032) Net realized gains on fixed maturity investments 19,298 27,171 Net unrealized (losses) gains on fixed maturity investments trading (3,264) 8,805 Net realized and unrealized gains on fixed maturity investments 16,034 35,976 Net other-than-temporary impairments (552) (181) Change in net unrealized gains on fixed maturity investments available for sale included in accumulated other comprehensive income (8,282) 764 Total net realized and unrealized gains, net other-than-temporary impairments and change in net unrealized gains on fixed maturity investments $ 7,200 $ 36,559 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 Unrealized Unrealized Fair Value Losses Fair Value Losses Fair Value Unrealized Losses At December 31, 2011 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) $ 12,874 $ (618) $ 1,707 $ (196) $ 14,581 $ (814) 15
NOTE 3. INVESTMENTS, cont d. At December 31, 2011, the Company held 14 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 years ended December 31, 2011 and 2010, 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 quarterly 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 year ended December 31, 2011, the Company recognized $Nil of other-than-temporary impairments due to the Company s intent to sell these securities as of December 31, 2011 (2010 - $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 year ended December 31, 2011, the Company recognized $Nil of other-thantemporary impairments due to required sales (2010 - $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. 16
NOTE 3. INVESTMENTS, cont d. 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-thantemporary impairment related to all other factors is recognized in other comprehensive income. For the year ended December 31, 2011, the Company recognized $0.6 million of credit related other-than-temporary impairments which were recognized in earnings and $0.1 million related to other factors which were recognized in other comprehensive income (2010 - $0.2 million and $Nil, 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: 2011 2010 Balance - January 1 $ 3,097 $ 6,858 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 172 70 Reductions: Securities sold during the period - (3,831) 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 (2,736) - Increases in cash flows expected to be collected that are recognized over the remaining life of the security - - Balance - December 31 $ 563 $ 3,097 17
NOTE 3. INVESTMENTS, cont d. Other Investments The table below shows the fair value of the Company s portfolio of other investments: At December 31, 2011 2010 Senior secured bank loan fund $ 149,797 $ 7,720 Non-U.S. fixed income funds 28,862 80,223 Catastrophe bonds 5,060 60,120 Miscellaneous other investments - 21,870 $ 183,719 $ 169,933 Interest income, income distributions and realized and unrealized gains and losses on other investments are included in net investment income and totaled $0.4 million (2010 - $15.2 million) of which $6.9 million was related to net unrealized losses (2010 - unrealized gains of $4.7 million). The Company has committed capital to senior secured bank loan funds of $25.0 million, of which $19.9 million has been contributed at December 31, 2011. The Company s remaining commitments to these funds at December 31, 2011 totaled $5.1 million. In the future, the Company may enter into additional commitments in respect of investment opportunities. RIHL At December 31, 2011, the Company owned 100.0% of RIHL s mandatorily redeemable preferred shares (2010-100.0%). RIHL has been assigned a rating of AAf by S&P and the dollar weighted average rating of the securities held through RIHL is AA. The table below shows the Company s share of RIHL s net assets: At December 31, 2011 2010 Fixed maturity investments trading $ 464,282 $ 660,278 Short term investments 20,595 2,950 Accrued interest 2,169 3,710 Net unsettled trades (3,322) - $ 483,724 $ 666,938 18
NOTE 3. INVESTMENTS, cont d. The following table summarizes the fair value of fixed maturity investments trading included in the Company s share of RIHL: At December 31, 2011 2010 U.S. treasuries $ 199,916 $ 183,619 Agencies 11,327 15,846 Non-U.S. government (Sovereign debt) 10,431 - FDIC guaranteed corporate - 15,304 Non-U.S. government-backed corporate 83,795 148,611 Corporate 79,393 168,801 Agency mortgage-backed 50,032 67,850 Commercial mortgage-backed 29,388 60,247 $ 464,282 $ 660,278 Contractual maturities of fixed maturity investments trading included in the Company s share of RIHL s net assets 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. At December 31, 2011 Amortized Cost Fair Value Due in less than one year $ 4,919 $ 4,969 Due after one through five years 370,004 373,959 Due after five through ten years 5,863 5,934 Mortgage-backed 78,758 79,420 19 $ 459,544 $ 464,282 The Company s equity in earnings and change in net unrealized gains on its investment in RIHL are as follows: At December 31, 2011 2010 Net investment income $ 10,107 $ 16,852 Net realized gains on fixed maturity investments 1,688 35,475 Net unrealized gains (losses) on fixed maturity investments trading 4,991 (1,618) Equity in earnings of RIHL 16,786 50,709 Change in net unrealized gains on investment in RIHL included in accumulated other comprehensive income - (10,968) Total equity in earnings of RIHL and change in net unrealized gains on investment in RIHL $ 16,786 $ 39,741
NOTE 3. INVESTMENTS, cont d. RIHL II At December 31, 2011, the Company owned 55.5% of RIHL II s mandatorily redeemable preferred shares (2010-41.1%). The dollar weighted average rating of the securities held through RIHL II is AA. The table below shows the Company s share of RIHL II s net assets: 2011 2010 Fixed maturity investments trading $ 394,930 $ 279,855 Short term investments 92,547 81,583 Unsettled trades, net (67,877) (29,559) Accrued interest 2,273 2,300 Other (liabilities) assets (250) 943 $ 421,623 $ 335,122 The following table summarizes the fair value of fixed maturity investments trading included in the Company s share of RIHL II: At December 31, 2011 2010 U.S. treasuries $ 25,179 $ 24,028 Non-U.S. government (Sovereign debt) 10,116 3,199 FDIC guaranteed corporate 103,019 - Non-U.S. government-backed corporate 5,021 4,019 Corporate 82,277 125,753 Agency mortgage-backed 146,516 119,650 Commercial mortgage-backed 17,832 3,206 Asset-backed 4,970 - $ 394,930 $ 279,855 20
NOTE 3. INVESTMENTS, cont d. Contractual maturities of fixed maturity investments trading included in the Company s share of RIHL II s net assets 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. At December 31, 2011 Amortized Cost Fair Value Due in less than one year $ 109,202 $ 109,226 Due after one through five years 31,634 30,966 Due after five through ten years 55,366 55,311 Due after ten years 27,402 30,109 Mortgage-backed 161,154 164,348 Asset-backed 4,965 4,970 The Company s equity in earnings on its investment in RIHL II is as follows: $ 389,723 $ 394,930 Year ended December 31, 2011 2010 Net investment income $ 6,714 $ 8,684 Net realized gains on fixed maturity investments trading 1,879 2,852 Net unrealized gains on fixed maturity investments trading 4,112 1,214 Net foreign exchange (losses) gains (178) 562 ROIHL III $ 12,527 $ 13,312 At December 31, 2011, the Company owned 100.0% of ROIHL III s mandatorily redeemable preferred shares (2010-100.0%). The table below shows the Company s share of ROIHL III s net assets: At December 31, 2011 2010 Short term investments $ 25,386 $ 15,008 Other investments 342,852 356,250 Accrued investment income 3 2 Receivable for investments sold 6,260 5,954 Other liabilities (176) (78) $ 374,325 $ 377,136 21