|
Date of Report (Date of earliest event reported):
|
July 25, 2016 (July 25, 2016)
|
Bermuda
|
|
1-10804
|
|
98-0665416
|
(State or other jurisdiction of
incorporation)
|
|
(Commission
File Number)
|
|
(IRS Employer
Identification No.)
|
O'Hara House, One Bermudiana Road, Hamilton, Bermuda
|
|
HM 08
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Not Applicable
|
(Former name or former address, if changed since last report)
|
Ireland
|
|
1-10804
|
|
98-1304974
|
(State or other jurisdiction of
incorporation)
|
|
(Commission
File Number)
|
|
(IRS Employer
Identification No.)
|
XL House, 8 St. Stephen's Green, Dublin, Ireland
|
|
2
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Not Applicable
|
(Former name or former address, if changed since last report)
|
¨
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
¨
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
¨
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
¨
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Exhibit No.
|
|
Description
|
3.1
|
|
Certificate of Incorporation of XL Group Ltd
|
3.2
|
|
Certificate of Incorporation on Change of Name of XL Group Ltd
|
3.3
|
|
Memorandum of Association of XL Group Ltd
|
3.4
|
|
Bye-Laws of XL Group Ltd
|
3.5
|
|
Amended and Restated Memorandum and Articles of Association of XL Group Public plc
|
4.1
|
|
Specimen Share Certificate (evidencing the common shares of XL Group Ltd)
|
4.2
|
|
Third Supplemental Indenture, dated July 25, 2016, among XL Group Ltd, XL Group plc, XLIT Ltd. and Wells Fargo Bank, National Association, as Trustee, to the Senior Debt Securities Indenture dated as of September 30, 2011
|
4.3
|
|
Second Supplemental Indenture, dated as of July 25, 2016, among XL Group Ltd, XL Group plc, XLIT Ltd. and Wells Fargo Bank, National Association, as Trustee, to the Subordinated Debt Securities Indenture dated as of March 30, 2015
|
10.1
|
|
Form of Bermuda Indemnification Agreement between XL Group Ltd and each of the directors of and the corporate secretary of XL Group Ltd
|
10.2
|
|
First Supplement to the Deed Poll of XLIT Ltd
|
23.1
|
|
Consent of PricewaterhouseCoopers LLP
|
99.1
|
|
XL Group plc’s Financial Statements as of December 31, 2015 and 2014 and for each of the three years in the period ended December 31, 2015, revised solely to reflect the guarantor financial information
|
99.2
|
|
XL Group plc’s Financial Statements as of March 31, 2015 and for the three months ended March 31, 2015 and 2014, revised solely to reflect the guarantor financial information
|
99.3
|
|
XL Group plc Unaudited Pro Forma Consolidated Financial Information for the year ended December 31, 2015
|
99.4
|
|
Press Release (“XL Group Ltd Completes Redomestication to Bermuda”) dated July 25, 2016
|
99.5
|
|
“Description of XL Group Ltd Share Capital” and “Comparison of Rights of Shareholders and Powers of the Board of Directors” (Incorporated by reference to the sections so entitled of XL Group plc’s Proxy Statement Schedule 14A filed on May 11, 2016)
|
101.INS
|
|
XBRL Instance Document
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Dcoument
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
XL Group Ltd
|
|
Date: July 25, 2016
|
By:
|
/s/ Kirstin Gould
|
|
|
Name: Kirstin Gould
Title: General Counsel and Secretary
|
|
XL Group plc
|
|
Date: July 25, 2016
|
By:
|
/s/ Kirstin Gould
|
|
|
Name: Kirstin Gould
Title: General Counsel and Secretary
|
FORM NO. 6
|
Registration No. 51235
|
|
|
|
Given under my hand and the Seal of
the REGISTRAR OF COMPANIES this
22nd
day of
February 2016
|
|
|
|
|
[
Seal
]
|
/s/ Wakeel D Ming
Wakeel D Ming
for
Registrar of Companies
|
FORM NO. 3a
|
Registration No. 51235
|
|
|
|
Given under my hand and the Seal of
the REGISTRAR OF COMPANIES this
29
th
day of
February 2016
|
|
|
|
|
[
Seal
]
|
/s/ Wakeel D Ming
Wakeel D Ming
for
Registrar of Companies
|
1.
|
The liability of the members of the Company is limited to the amount (if any) for the time being unpaid on the shares respectively held by them.
|
2.
|
We, the undersigned, namely,
|
Name and Address
|
Bermudian Status
(Yes or No)
|
Nationality
|
Number of Shares Subscribed
|
Federico Candiolo
Crawford House
50 Cedar Avenue
Hamilton HM 11
|
No
|
Italian
|
1
|
Neil Horner
Crawford House
50 Cedar Avenue
Hamilton HM 11
|
No
|
British
|
1
|
3.
|
The Company is to be an exempted Company as defined by the Companies Act 1981.
|
4.
|
The Company, with the consent of the Minister of Finance, has power to hold land situate in Bermuda not exceeding ____in all, including the following parcels:- N/A
|
5.
|
The authorised share capital of the Company is USD$100.00 divided into 10,000 shares of par value USD$0.01 each.
|
6.
|
The objects for which the Company is formed and incorporated are unrestricted.
|
7.
|
The following are provision regarding the powers of the Company:
|
/s/ Federico Candiolo
|
/s/ Alexandra Schweizer
|
Federico Candiolo
|
Alexandra Schweizer
|
/s/ Neil Horner
|
/s/ Alexandra Schweizer
|
Neil Horner
|
Alexandra Schweizer
|
(Subscribers)
|
(Witnesses)
|
1.
|
Interpretation
|
(1)
|
In these Bye−laws the following words and expressions shall, where not inconsistent with the context, have the following meanings:
|
(2)
|
In these Bye−laws, where not inconsistent with the context:
|
(i)
|
"may" shall be construed as permissive;
|
(ii)
|
"shall" shall be construed as imperative; and
|
(3)
|
Expressions referring to writing or written shall, unless the contrary intention appears, include facsimile, printing, lithography, photography, electronic mail and other modes of representing words in a visible form.
|
(4)
|
Headings used in these Bye−laws are for convenience only and are not to be used or relied upon in the construction hereof.
|
(5)
|
In these Bye−laws, (a) powers of delegation shall not be restrictively construed but the widest interpretation shall be given thereto, (b) the word "Board" in the context of the exercise of any power contained in these Bye−laws includes any committee consisting of one (1) or more individuals appointed by the Board, any Director holding executive office and any local or divisional Board, manager or agent of the Company to which or, as the case may be, to whom the power in question has been delegated in accordance with these Bye−laws, (c) no power of delegation shall be limited by the existence of any other power of delegation and (d) except where expressly provided by the terms of delegation, the delegation of a power shall not exclude the concurrent exercise of that power by any Person who is for the time being authorised to exercise it under Bye−laws or under another delegation of the powers.
|
2.
|
Board of Directors
|
3.
|
Management of the Company
|
(1)
|
In managing the business of the Company, the Board may exercise all such powers of the Company as are not, by statute or by these Bye−laws, required to be exercised by the Company in general meeting, and the business and affairs of the Company shall be so controlled by the Board. The Board also may present any petition and make any application in connection with the winding up or liquidation of the Company.
|
(2)
|
No regulation or alteration to these Bye−laws made by the Company in general meeting shall invalidate any prior act of the Board which would have been valid if that regulation or alteration had not been made.
|
4.
|
Power to appoint managing director or chief executive officer; power to appoint chairperson of the Board
|
(1)
|
A managing director or chief executive officer of the Company, who may or may not be a Director, may be appointed by the Board at any time. Any managing
|
(2)
|
The Board may elect a chairperson of the Board an determine the period for which he is to hold office. The chairperson of the Board shall vacate that office if he vacates his office as a Director (otherwise than by the expiration of his term of office at a general meeting of the Company at which he is reappointed or reelected).
|
5.
|
Power to appoint manager
|
6.
|
Power to authorise specific actions
|
7.
|
Power to appoint attorney
|
8.
|
Power to delegate to a committee
|
9.
|
Power to appoint and dismiss employees
|
10.
|
Power to borrow and charge property
|
11.
|
Exercise of power to purchase shares of or discontinue the Company
|
(1)
|
Purchase of Common Shares
|
(2)
|
Power to discontinue the Company
|
12.
|
Election of Directors
|
(1)
|
The Board shall consist of not less than three (3) Directors nor more than fifteen (15) Directors with the exact number of Directors to be determined from time to time by resolution adopted by the affirmative vote of a majority of the Board. Any increase in the size of the Directors pursuant to this Bye−law 12(1) shall be
|
(2)
|
Directors elected by the Members shall hold office for such term as the Members may determine or, in the absence of such determination, until the next annual general meeting or until their successors are elected or appointed or their office is otherwise vacated.
|
(3)
|
No person shall be appointed a Director, unless nominated in accordance with the provisions of this Bye-law 12. Nominations of persons for appointment as Directors may be made:
|
(i)
|
by the Board;
|
(ii)
|
with respect to election at an annual general meeting, by any Member who holds Common Shares or other shares carrying the general right to vote at general meetings of the Company, who is a Member at the time of the giving of the notice provided for in Bye-law 12(4) and at the time of the relevant annual general meeting, and who timely complies with the notice procedures set forth in this Bye-law 12;
|
(iii)
|
with respect to election at an extraordinary general meeting requisitioned in accordance with Bye-law 36 and Section 74 of the Act, and in compliance with the other provisions of these Bye-laws and the Act relating to nominations of Directors and the proper bringing of business before a special general meeting; and
|
(iv)
|
by holders of any class or series of shares in the Company then in issue having special rights to nominate or appoint Directors in accordance with the terms of issue of such class or series, but only to the extent provided in such terms of issue
|
(4)
|
Any Member who holds Common Shares or other shares carrying the general right to vote at general meetings of the Company may nominate a person or persons for election as Director at an annual general meeting only if (in addition to the requirements of Bye-law 12(3)(ii)) written notice of such Member’s intent to make such nomination is given in accordance with the procedures set forth in this Bye-law 12, either by personal delivery or by mail, postage prepaid, to the Secretary of the Company at the address of the Secretary specified in the notice of an annual general meeting or accompanying proxy statement last sent to Members prior to the delivery of such Member’s written notice of nomination (or, if no such address was specified, at the registered office of the Company) not later than the close of business not less than 90 and not more than 120 clear days prior to the
|
(5)
|
Each notice of a Member’s intent to make a nomination delivered pursuant to Bye-law 12(4) and each requisition in writing delivered in accordance with Bye-law 36 and Section 74 of the Act that sets forth a notice of a Member’s or Members’ intent to nominate one (1) or more persons for election as a Director shall, in each case, set forth:
|
(i)
|
as to the Member or Members giving notice and each beneficial owner, if different, on whose behalf the nomination is made, (A) the name and address of each such Member and each such beneficial owner, (B) the class or series and number of Shares of which each such Member and each such beneficial owner, respectively (and their respective Affiliates, naming such Affiliates), is, directly or indirectly, the registered or beneficial owner as of the date of such notice or requisition in writing, (C) a description of the material terms of any Covered Arrangement to which each such Member and each such beneficial owner, and their respective Affiliates, directly or indirectly, is a party as of the date of such notice or such requisition in writing, (D) any other information relating to each such Member and each such beneficial owner that would be required to be disclosed in a proxy statement in connection with a solicitation of proxies for the election of directors in a contested election pursuant to Section 14 of the Exchange Act (whether or not then applicable to the Company and whether or not any such Member or beneficial owner intends to solicit proxies) (the disclosures to be made pursuant to the foregoing clauses (i)(B), (i)(C) and (i)(D), the “Member Disclosable Interests”), and (E) a representation that each such Member is a registered holder of Shares entitled to vote at the relevant meeting of Members and intends to appear in person or by proxy at the relevant meeting to nominate the person or persons specified in the notice or requisition in writing; provided, however, that “Member Disclosable Interests” shall not include any such disclosures with respect to the ordinary course business activities of any broker, dealer, commercial bank, trust company or other nominee who is giving such notice solely as a result of being the
|
(ii)
|
a description of all arrangements or understandings between each such Member and each such beneficial owner, and their respective Affiliates, and each nominee or any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the Member or Members;
|
(iii)
|
as to each person whom the Member or Members propose to nominate for election as a Director, (A) all information relating to such person as would have been required to be included in a proxy statement filed in connection with a solicitation of proxies for the election of directors in a contested election pursuant to Section 14 of the Exchange Act (whether or not then applicable to the Company and whether or not the Member or Members intend to solicit proxies), (B) a description of the material terms of any Covered Arrangement to which such nominee or any of his or her Affiliates is a party as of the date of such notice or requisition in writing, and (C) the written consent of each nominee to being named in the notice or requisition in writing as a nominee and to serving as a Director if so elected; and
|
(iv)
|
an undertaking by each such Member and each such beneficial owner to (A) notify the Company in writing of any changes in the information provided in such notice or requisition in writing pursuant to clauses (i), (ii) and (iii) above as of the record date for determining Members entitled to vote at the relevant meeting of Members promptly (and, in any event, within five (5) Business Days) following the later of the record date or the date notice of the record date is first disclosed by public announcement and (B) deliver to the Company an updated notification of such information thereafter within two (2) Business Days of any change in such information and, in any event, within five (5) hours after the close of business (at the location at which the meeting is to take place) on the Business Day preceding the meeting date updated as of such close of business.
|
(6)
|
No person shall be eligible for election as a Director of the Company unless nominated in accordance with the procedures set forth in these Bye-laws. Except as otherwise provided by law, the Board or the chairperson of any meeting of Members to elect Directors may determine in good faith that a nomination was not made in compliance with the procedures set forth in the foregoing provisions of this Bye-law 12; and if the Board or the chairperson of the meeting should so determine, it shall be so declared to the meeting, and the defective nomination shall be disregarded. Notwithstanding anything in these Bye-laws to the contrary, unless otherwise required by law, if a Member intending to make a nomination at
|
(7)
|
Notwithstanding the foregoing provisions of this Bye-law 12, any Member or Members intending to make a nomination at a meeting of Members in accordance with this Bye-law 12, and each related beneficial owner, if any, shall also comply with all applicable requirements of the Exchange Act with respect to the matters set forth in these articles; provided, however, that any references in these articles to the Exchange Act are not intended to and shall not limit the requirements applicable to nominations made or intended to be made in accordance with clause (ii) or clause (iii) of Bye-law 12(3).
|
(8)
|
Nothing in this Bye-law 12 shall be deemed to affect any rights of the holders of any class or series of shares to elect or appoint Directors pursuant to any applicable terms of issue of any such shares.
|
(9)
|
A Director shall not require a share qualification.
|
13.
|
Defects in appointment of Directors
|
14.
|
Alternate Directors/Observer
|
15.
|
Removal of Directors
|
(1)
|
Members holding a majority of the issued and outstanding shares entitled to vote at a general meeting or special meeting or conferring the right to vote on a resolution to remove a Director may, at any special general meeting convened and held in accordance with these Bye−laws, remove a Director; provided, that the notice of any such meeting convened for the purpose of removing a Director shall contain a statement of the intention so to do and be served on such Director not less than fourteen (14) calendar days before the meeting and at such meeting such Director shall be entitled to be heard on the motion for such Director's removal. Such removal shall be without prejudice to any claim such Director may have for damages for breach of any contract of service between him or her and the Company.
|
(2)
|
A vacancy on the Board created by the removal of a Director under the provisions of Bye−law 15(1) may be filled by the Members holding at least a majority of the issued and outstanding shares entitled to vote at a general meeting or special meeting or conferring the right to vote on such resolution and, in the absence of such election or appointment, the Board may fill the vacancy in accordance with Bye−law 16. A Director so appointed shall hold office for the balance of the term of such vacant Board position, or until such Director's successor is elected or appointed or such Director's office is otherwise vacated.
|
16.
|
Other Vacancies on the Board
|
(1)
|
The Board shall have the power from time to time and at any time to appoint any person as a Director to fill a vacancy on the Board occurring as the result of an increase in the size of the Board pursuant to Bye−law 12(1), the death, disability, disqualification, resignation or removal of any Director or if such Director's office is otherwise vacated. A Director so appointed shall hold office for the balance of the term of such vacant Board position, or until such Director's successor is elected or appointed or such Director's office is otherwise vacated.
|
(2)
|
The Board may act notwithstanding any vacancy in its number but, if and so long as its number is reduced below the number fixed by these Bye−laws as the quorum necessary for the transaction of business at meetings of the Board, the continuing Directors or Director may act for the purpose of (a) filling vacancies on the Board, (b) summoning a general meeting of the Company or circulating a proposed written resolution of the Members or (c) preserving the assets of the Company.
|
(3)
|
The office of Director shall be deemed to be vacated if the Director:
|
17.
|
Notice of meetings of the Board
|
(1)
|
A meeting of the Board may at any time be summoned by the chairperson of the Board or by the chief executive officer, if he is a Director. The Secretary shall also summon a meeting of the Board on the requisition of a Director. Notice of a meeting of the Board must be provided with such prior notice as the Board may from time to time determine (including as to the manner of giving notice), which notice shall set forth the general nature of the business to be considered, unless notice is waived in accordance with bye-law 17(3).
|
(2)
|
Notice of a meeting of the Board shall be deemed to be duly given to a Director if it is given to such Director verbally in person or by telephone or otherwise communicated or sent to such Director by post, electronic mail, facsimile or other mode of representing words in a legible and non−transitory form at such Director's last known address or any other address given by such Director to the Company for this purpose.
|
(3)
|
A Director may waive notice of any meeting either prospectively or retroactively or at the meeting in question. A Director in attendance at a meeting shall be deemed to have waived notice of such meeting. The accidental omission to give notice of a meeting to, or the non−receipt of notice of a meeting by, any Director shall not invalidate the proceedings at that meeting.
|
18.
|
Quorum at meetings of the Board
|
19.
|
Meetings of the Board
|
(1)
|
The Board may meet for the transaction of business, adjourn and otherwise regulate its meetings as it sees fit.
|
(2)
|
Directors may participate in any meeting of the Board by means of such telephone, electronic or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute presence in person at such meeting.
|
(3)
|
A resolution put to the vote at a meeting of the Board shall be carried by the affirmative votes of a majority of the votes cast and in the case of an equality of votes the resolution shall fail and the chairperson of the meeting shall not be entitled to a second or casting vote.
|
20.
|
Unanimous written resolutions
|
21.
|
Contracts and disclosure of Directors' interests
|
(1)
|
Any Director, or any Person associated with, related to or affiliated with any Director, may act in a professional capacity for the Company and such Director or such Person shall be entitled to remuneration for professional services as if such Director were not a Director, provided, that nothing herein contained shall authorise a Director or Director's firm, partner or a company associated with, related to or affiliated with a Director to act as Auditor of the Company.
|
(2)
|
A Director who is directly or indirectly interested in a contract or proposed contract or arrangement with the Company shall declare the nature of such interest as required by the Act.
|
(3)
|
Following a declaration being made pursuant to this Bye−law, and unless disqualified by the chairperson of the relevant Board meeting, a Director may vote in respect of any contract or proposed contract or arrangement in which such Director is interested and may be counted in the quorum at such meeting.
|
22.
|
Remuneration of Directors
|
(1)
|
The remuneration of the Directors shall be determined by the Board and shall be deemed to accrue from day to day. The Directors may also be paid all travel, hotel and other expenses properly incurred by them in attending and returning from meetings of the Board, any committee appointed by the Board, general meetings of the Company, or in connection with the business of the Company or their duties as Directors generally.
|
(2)
|
A Director may hold any other office or place of profit under the Company (other than the office of Auditor) in conjunction with his or her office of Director for such period on such terms as to remuneration and otherwise as the Board may determine.
|
(3)
|
The Board may award special remuneration and benefits to any Director undertaking any special work or services for, or undertaking any special mission on behalf of, the Company other than his or her ordinary routine work as a Director. Any fees paid to a Director who is also counsel or attorney to the Company, or otherwise serves it in a professional capacity, shall be in addition to his or her remuneration as a Director.
|
(4)
|
The Board may from time to time determine that, subject to the requirements of the Act, all or part of any fees or other remuneration payable to any Director of the Company shall be provided in the form of shares or other securities of the Company or any subsidiary of the Company, or options or rights to acquire such shares or other securities, on such terms as the Board may decide.
|
23.
|
Other interests of Directors
|
24.
|
Officers of the Company
|
25.
|
Appointment of Secretary
|
26.
|
Remuneration of Officers
|
27.
|
Duties of Officers
|
28.
|
Chairperson of meetings
|
(1)
|
The chairperson of the Board, if any, or, in his absence, another Director designated by the chairperson of the Board shall preside as chairperson at every general meeting of the Company. If neither the chairperson of the Board nor such other Director designated by the chairperson of the Board is present within 30 minutes after the time appointed for holding the meeting, the Members present shall choose one of their number to be chairperson of the meeting. The chairperson of the meeting shall take such action as he thinks fit to promote the proper and orderly conduct of the business of the meeting as laid down in the notice of the meeting.
|
(2)
|
At any meeting of the Board, the chairperson of the Board shall preside or, in his absence, any Director holding the position of chief executive officer. However, if no chairperson of the Board or Director holding the position of chief executive officer is present at the time appointed for holding the meeting, the Directors present may choose one of their number to be chairperson of the meeting
|
29.
|
Register of Directors and Officers
|
30.
|
Obligations of the Board to keep minutes
|
(1)
|
The Board shall cause minutes to be duly entered in books provided for the purpose:
|
(2)
|
Minutes prepared in accordance with the Act and these Bye−laws shall be kept by the Secretary at the registered office of the Company.
|
31.
|
Indemnification of Directors and Officers of the Company
|
(1)
|
The Directors, Secretary and other Officers (such term to include, for the purposes of Bye−laws 31 and 32, any person appointed to any committee by the Board), the Resident Representative and employees and agents of the Company or any Subsidiary of the Company who has acted or is acting in relation to any of the affairs of the Company and the liquidator or trustees (if any) who has acted or is acting in relation to any of the affairs of the Company, any person serving at the request of the Company as a director, officer or employee of another corporation, partnership, joint venture, trust or other enterprise or in a fiduciary or other capacity with respect to any employee benefit plan maintained by the Company or any Subsidiary of the Company, and every one of them, and their heirs, executors and administrators (each, an "Indemnified Person"), shall be indemnified and secured harmless out of the assets of the Company from and against all liabilities, actions, costs, charges, losses, damages and expenses (including liabilities under contract, tort and statue or any applicable foreign law or regulation and all
|
(2)
|
No Indemnified Person shall be liable for the acts, neglects, defaults or omission of any other Indemnified Person, provided that this indemnity shall not extend to any matter prohibited by the Act.
|
(3)
|
Expenses (including attorneys' fees) actually and reasonably incurred by any Indemnified Person in defending any civil, criminal, administrative or investigative action, suit or proceeding or threat thereof for which indemnification is sought pursuant to Bye−law 31(1) shall be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Indemnified Person to repay such amount if it shall be ultimately determined that such Indemnified Person is not entitled to be indemnified by the Company as authorised in these Bye−laws or otherwise pursuant to applicable law. Such expenses (including attorneys' fees) incurred by agents of the Company may be paid upon the receipt of the aforesaid undertaking and such terms and conditions, if any, as the Board deems appropriate.
|
(4)
|
The indemnification and advancement of expenses provided in these Bye−laws shall not be deemed exclusive of any other rights to which those seeking indemnification and advancement of expenses may now or hereafter be entitled under any statute, agreement, vote of Members or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office.
|
(5)
|
The indemnification and advancement of expenses provided by, or granted pursuant to, this Bye−law 31 shall, unless otherwise provided when authorised or ratified, continue as to a Indemnified Person who has ceased to hold the position for which such Indemnified Person is entitled to be indemnified or advanced
|
(6)
|
No amendment or repeal of any provision of this Bye−law 31 shall alter, to the detriment of any Indemnified Person, the right of such Indemnified Person to the indemnification or advancement of expenses related to a claim based on an act or failure to act which took place prior to such amendment, repeal or termination.
|
32.
|
Waiver of claim by Member
|
33.
|
Notice of annual general meeting
|
34.
|
Notice of special general meeting
|
35.
|
Accidental omission of notice of general meeting; Business to be conducted; Deemed notice
|
(1)
|
The accidental omission to give notice of a general meeting to, or the non−receipt of notice of a general meeting by, any Person entitled to receive notice shall not invalidate the proceedings at that meeting.
|
(2)
|
Subject to the Act, business to be brought before a general meeting of the Company must be specified in the notice of the meeting. Only business that the Board has determined can be properly brought before a general meeting in accordance with these Bye−laws and applicable law shall be conducted at any general meeting, and the chairperson of the general meeting may refuse to permit any business to be brought before such meeting that has not been properly brought before it in accordance with these Bye−laws and applicable law.
|
(3)
|
The accidental omission to give notice of a meeting or (in cases where instruments of proxy are sent out with the notice) the accidental omission to send such instrument of proxy to, or the non-receipt of notice of a meeting or such instrument of proxy by, any person entitled to receive such notice shall not invalidate the proceedings at that meeting. A Member present, either in person or by proxy, at any general meeting of the Company or of the holders of any class or series of shares in the Company, will be deemed to have received notice of that meeting and, where required, of the purpose for which it was called.
|
36.
|
Meeting called on requisition of Members
|
37.
|
Short notice
|
38.
|
Postponement or cancellation of meetings
|
39.
|
Quorum for general meeting
|
40.
|
Adjournment of meetings
|
(1)
|
The chairperson of a general meeting may, with the consent of a majority of the voting rights of those Members present in person or by proxy (and shall if so directed by Members holding a majority of the voting rights of those Members present in person or by proxy), at any general meeting whether or not a quorum is present adjourn the meeting. Unless the meeting is adjourned to a specific date and time, fresh notice of the date, time and place for the resumption of the adjourned meeting shall be given to each Member in accordance with the provisions of these Bye−laws with respect to a special general meeting of the Company.
|
(2)
|
In addition, the chairperson of the meeting may adjourn the meeting to another time and place without such consent or direction if it appears to him or her that:
|
41.
|
Attendance at meetings; Security
|
(1)
|
Members may participate in any general meeting by means of such telephone, electronic or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute presence in person at such meeting, provided that no such meeting shall be held if use of such telephone, electronic or other communication facilities is commenced, made, continued, relayed in or from or in any way connected to the United States, and no Member shall communicate in any meeting if such participation takes place in or from or is connected to the United States, and any business conducted at such purported meeting shall be of no force or effect.
|
(2)
|
The Board may make any security arrangements which it considers appropriate relating to the holding of a general meeting of the Company, including arranging for any person attending a meeting to be searched and for items of personal property which may be taken into a meeting to be restricted, and any person who fails to comply with any such arrangements may be refused entry to the meeting.
|
42.
|
Written resolutions
|
(1)
|
Subject to Bye−law 42(6), anything which may be done by resolution of the Company in general meeting or by resolution of a meeting of any class of the Members, may, without a meeting, be done by resolution in writing signed by, or, in the case of a Member that is a corporation whether or not a company within the meaning of the Act, on behalf of, all the Members who at the date of the resolution or the record date determined pursuant to Bye−law 62 would be entitled to attend the meeting and vote on the resolution.
|
(2)
|
A resolution in writing may be signed by any number of counterparts.
|
(3)
|
For the purposes of this Bye−law, the date of the resolution is the date when the resolution is signed by, or, in the case of a Member that is a corporation whether or not a company within the meaning of the Act, on behalf of, the last Member to sign and any reference in any Bye−law to the date of passing of a resolution is, in relation to a resolution made in accordance with this Bye−law, a reference to such date. Any resolution in writing may be signed within or outside the United States; provided that no such resolution shall be valid unless the signature of the last Member signing such resolution is affixed outside of the United States.
|
(4)
|
A resolution in writing made in accordance with this Bye−law is as valid as if it had been passed by the Company in general meeting or by a meeting of the relevant class of Members, as the case may be, and any reference in any Bye−law to a meeting at which a resolution is passed or to Members voting in favour of a resolution shall be construed accordingly.
|
(5)
|
A resolution in writing made in accordance with this Bye−law shall constitute minutes for the purposes of Sections 81 and 82 of the Act.
|
(6)
|
This Bye−law shall not apply to:−
|
43.
|
Application of provisions; Attendance of Directors
|
(1)
|
Subject to the Companies Act, all of the provisions of these Bye-laws (including Bye-law 52) relating to meetings and resolutions of Members (other than to meetings of any separate class or series of Members) shall apply
mutatis mutandis
to (a) any separate meeting of holders of Common Shares and (b) any separate meeting of any other class or series of Members, except as otherwise expressly provided in the terms of issue of such other class or series of shares.
|
(2)
|
The Directors and Auditors shall be entitled to receive notice of and to attend and be heard at any general meeting.
|
44.
|
Voting at meetings
|
(1)
|
Subject to the provisions of the Act and these Bye−laws, any question proposed for the consideration of the Members at any general meeting shall be decided by the affirmative votes of a majority of the votes cast in accordance with the provisions of these Bye−laws and in the case of an equality of votes the resolution shall fail and the chairperson of the meeting shall not be entitled to a second or casting vote.
|
(2)
|
No Member shall be entitled to vote at any general meeting unless such Member has paid all the calls on all shares held by such Member.
|
(3)
|
At any general meeting if an amendment is proposed to any resolution under consideration and the chairperson of the meeting rules on whether or not the proposed amendment is out of order, the proceedings on the substantive resolution shall not be invalidated by any error in such ruling.
|
45.
|
Voting on show of hands
|
46.
|
Decision of chairperson
|
47.
|
Demand for a poll
|
(1)
|
Notwithstanding the provisions of Bye−laws 45 and 46, at any general meeting of the Company, in respect of any question proposed for the consideration of the Members (whether before or on the declaration of the result of a show of hands as provided for in these Bye−laws), a poll may be demanded by any of the following persons:
|
(2)
|
Where, in accordance with the Bye−law 47(1), a poll is demanded, subject to any rights or restrictions for the time being lawfully attached to any class of shares and any other provision of these Bye−laws, every person present at such meeting shall have one (1) vote for each voting share of which such person is the holder or for which such person holds a proxy and such vote shall be counted in the manner set out in Bye−law 47(4) or in the case of a general meeting at which one (1) or more Members are present by telephone in such manner as the chairperson of the meeting may direct. The result of such poll shall be deemed to be the resolution of the meeting at which the poll was demanded and shall replace any previous resolution upon the same matter which has been the subject of a show of hands. A person entitled to more than one (1) vote need not use all of his or her votes or cast all the votes he or she uses in the same way.
|
(3)
|
A poll demanded in accordance with the provisions of Bye−law 47(1), for the purpose of electing a chairperson of the meeting or on a question of adjournment, shall be taken forthwith and a poll demanded on any other question shall be taken in such manner and at such time and place as the chairperson of the meeting may direct and any business other than that upon which a poll has been demanded may be proceeded with pending the taking of the poll.
|
(4)
|
Where a vote is taken by poll, each Person present and entitled to vote shall be furnished with a ballot paper on which such person shall record his or her vote in such manner as shall be determined at the meeting having regard to the nature of the question on which the vote is taken, and each ballot paper shall be signed or initialled or otherwise marked so as to identify the voter and the registered holder in the case of a proxy. At the conclusion of the poll, the ballot papers and votes cast in accordance with such directions shall be examined and counted by a committee of not less than two (2) members or proxy holders appointed by the chairperson of the meeting for that purpose. The result of the poll shall be declared by the chairperson of the meeting.
|
48.
|
Seniority of joint holders voting
|
49.
|
Instrument of proxy
|
(1)
|
Every Member entitled to vote has the right to do so either in person or by one (1) or more persons authorised by a proxy executed and delivered in accordance with these Bye−laws. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his or her attorney authorised by him or her in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same. A Member that is the holder of two (2) or more shares may appoint more than one (1) proxy to represent such Member and vote on its behalf in respect of different shares.
|
(2)
|
The instrument appointing a proxy together with such other evidence as to its due execution as the Board may from time to time require shall be delivered at the registered office of the Company (or at such place or places as may be specified in the notice convening the meeting or in any notice of any adjournment or, in either case or the case of a written resolution, in any document sent therewith) not less than twenty-four (24) hours or such other period as the Board may determine, prior to the holding of the relevant meeting or adjourned meeting at which the individual named in the instrument proposes to vote or, in the case of a poll taken subsequently to the date of a meeting or adjourned meeting, before the time appointed for the taking of the poll, or, in the case of a written resolution, prior to the effective date of the written resolution and in default the instrument of proxy shall not be treated as valid.
|
(3)
|
Instruments of proxy shall be in any common form or other form as the Board may approve and the Board may, if it thinks fit, send out with the notice of any meeting or any written resolution forms of instruments of proxy for use at that meeting or in connection with that written resolution. The instrument of proxy shall be deemed to confer authority to demand or join in demanding a poll and to
|
(4)
|
A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or unsoundness of mind of the principal, or revocation of the instrument of proxy or of the authority under which it was executed, provided, that no notice in writing of such death, insanity or revocation shall have been received by the Company at the registered office of the Company (or such other place as may be specified for the delivery of instruments of proxy in the notice convening the meeting or other documents sent therewith) at least one (1) hour before the commencement of the meeting or adjourned meeting, or the taking of the poll, or the calendar day before the effective date of any written resolution at which the instrument of proxy is used.
|
(5)
|
Subject to the Act, the Board may, or the chairperson of the relevant meeting may at his or her discretion (with respect to such meeting only), waive any of the provisions of these Bye−laws related to proxies or authorisations and, in particular, may accept such verbal or other assurances as it thinks fit as to the right of any person to attend and vote on behalf of any Member at general meetings or to sign written resolutions. The decision of the chairperson of any general meeting as to the validity of any appointment of a proxy shall be final.
|
50.
|
Representation of corporations at meetings
|
51.
|
Rights of shares
|
(1)
|
Subject to any resolution of the Members to the contrary and without prejudice to any special rights conferred on the holders thereby of any other class or series of shares, the share capital of the Company shall consist of a single class of Common Shares. Subject to the provisions of these Bye−laws, the holders of the Common Shares shall:
|
(2)
|
All the rights attaching to a Treasury Share shall be suspended and shall not be exercised by the Company while it holds such Treasury Share and, except where required by the Act, all Treasury Shares shall be excluded from the calculation of any percentage or fraction of the share capital, or shares, of the Company.
|
52.
|
Limitation on voting rights of Controlled Shares.
|
(1)
|
Notwithstanding anything to the contrary in Bye-law 51(1), if and so long as the votes conferred by the Controlled Shares of any person constitute ten percent (10%) or more of the votes conferred by the issued shares of the Company, each issued share comprised in such Controlled Shares shall confer only a fraction of a vote that would otherwise be applicable according to the following formula:
|
(2)
|
If, as a result of giving effect to the foregoing provisions of this Bye-law 52 or otherwise, the votes conferred by the Controlled Shares of any person would otherwise represent more than ten percent (10%) of the votes conferred by all of the issued shares of the Company, the votes conferred by the Controlled Shares of such person shall be reduced in accordance with the foregoing provisions of this Bye-law 52. Such process shall be repeated until the votes conferred by the Controlled Shares of each person represent no more than ten percent (10%) of the votes conferred by all of the issued shares of the Company.
|
(3)
|
Notwithstanding the foregoing provisions of this Bye-law 52, after having applied the provisions thereof as best as they consider reasonably practicable, the Board may make such final adjustments to the aggregate number of votes conferred by the Controlled Shares of any person that it considers fair and reasonable in all the circumstances to ensure that such votes represent less than ten percent (10%) of the aggregate voting power of the votes conferred by all of the issued shares of the Company.
|
(4)
|
The determination by the Board of any adjustments to voting power of any shares made pursuant to this Bye−law 52 shall be final and binding on all Persons. The Company shall have no obligation to provide notice to any Member of any adjustment to its voting power that may result from the application of this Bye−law 52.
|
53.
|
Power to issue shares
|
(1)
|
Subject to the provisions of these Bye−laws and to any limitations prescribed by law, and without prejudice to any special rights previously conferred on the holders of any existing class or series of shares, the unissued shares (whether forming part of the original share capital or any increased share capital) shall be at the disposal of the Board, which may issue, offer, allot, exchange or otherwise dispose of shares or options, warrants or other rights to purchase shares or securities convertible into or exchangeable for shares (including any employee benefit plan providing for the issuance of shares or options, warrants or other rights in respect thereof), at such times, for such consideration and on such terms and conditions as it may determine.
|
(2)
|
Subject to the provisions of these Bye−laws and any limitations prescribed by law, and without prejudice to any special rights previously conferred on the holders of any existing class or series of shares, the Board is authorized to issue non−voting Common Shares that do not entitle the holders thereof to voting rights.
|
(3)
|
Subject to the provisions of these Bye−laws and any limitations prescribed by law, and without prejudice to any special rights previously conferred on the holders of any existing class or series of shares, the Board is authorized to issue any unissued shares of the Company on such terms and conditions as it may determine (including that they are to be redeemed on the happening of a specified event or on a given date or that they may be redeemed at the option of the Company or holder (the manner and terms of redemption in all cases to be set by the Board) and any class or series of shares may be issued with such preferred or other special rights as the Board may determine (including such preferred or other special rights or restrictions with respect to dividend, voting, liquidation or other rights of the shares as may be determined by the Board). The Board may establish from time to time the number of shares to be included in each such class or series, which number may be increased (except as otherwise provided by the Board in creating such class or series) or decreased (but not below the number of shares thereof then in issue) from time to time by resolution of the Board, and to fix the designation, powers, preferences, redemption provisions, restrictions and rights to such class or series and the qualifications, limitations or restrictions thereof. The terms of any class or series of shares shall be set forth in a Certificate of Designation in the minutes of the Board authorising the issuance of such shares and such Certificate of Designations shall be attached as an exhibit to these Bye−laws, but shall not form part of these Bye−laws, and may be examined by any Member on request. The rights attaching to any Common Share shall be
|
(4)
|
The Board shall, in connection with the issue of any share, have the power to pay such commission and brokerage as may be permitted by law.
|
(5)
|
The Company may from time to time do any one (1) or more of the following things:
|
54.
|
Variation of rights and alteration of share capital
|
(1)
|
If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may, whether or not the Company is being wound−up, be varied with the consent in writing of the holders of all of the issued and outstanding shares of that class or with the sanction of a resolution passed by two-thirds (2/3) of votes cast by Members present or represented by proxy and voting at such general meeting holders of the shares of the class in accordance with Section 47(7) of the Act. The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith.
|
(2)
|
The Company may if authorized by resolution of the Members increase, divide, consolidate, subdivide, change the currency denomination of, diminish or otherwise alter or reduce its share capital in any manner permitted by the Act; provided, a reduction of issued share capital shall require the affirmative vote of (i) seventy-five percent (75%) of votes cast by Members present or represented by proxy and voting at such general meeting. Where, on any alteration of share
|
55.
|
Registered holder of shares
|
(1)
|
The Company shall be entitled to treat the registered holder of any share as the absolute owner thereof and accordingly shall not be bound to recognise any equitable or other claim to, or interest in, such share on the part of any other person. This shall not preclude the Company from requiring the Members or a transferee of shares to furnish the Company with information as to the beneficial ownership of (or other interest of any person in) any share.
|
(2)
|
Any dividend, interest or other moneys payable in cash in respect of shares may be paid by wire transfer, by cheque or draft sent through the post directed to the Member at such Member's address in the Register of Members or, in the case of joint holders, to such address of the holder first named in the Register of Members, or to such person and to such address as the holder or joint holders may in writing direct. If two or more persons are registered as joint holders of any shares, any one (1) holder can give an effectual receipt for any dividend paid in respect of such shares.
|
56.
|
Death of a joint holder
|
57.
|
Share certificates
|
(1)
|
Every Member shall be entitled to a share certificate under the seal of the Company (or a facsimile thereof) specifying the number and, where appropriate, the class of shares held by such Member and whether the same are fully paid up and, if not, how much has been paid thereon. The Board may by resolution determine, either generally or in a particular case, that any or all signatures on certificates may be printed thereon or affixed by mechanical means.
|
(2)
|
The Company shall be under no obligation to complete and deliver a share certificate unless specifically called upon to do so by the person to whom such shares have been allotted.
|
(3)
|
If any such certificate shall be proved to the satisfaction of the Secretary to have been worn out, lost, mislaid or destroyed the Secretary may cause a new certificate to be issued and request an indemnity for the lost certificate if he or she sees fit.
|
(4)
|
Notwithstanding any provisions of these Bye-laws:
|
(i)
|
the Board shall, subject always to the Act and any other applicable laws and regulations and the facilities and requirements of any relevant system concerned, have power to implement any arrangement they may, in their absolute discretion, think fit in relation to evidencing of title to and transfer of uncertificated shares and to the extent such arrangements are so implemented, no provisions of these Bye-laws shall apply or have effect to the extent that it is in any respect inconsistent with the holding or transfer of shares in uncertificated form; and
|
(ii)
|
unless otherwise determined by the Board and as permitted by the Act and any other applicable laws and regulations, no person shall be entitled to receive a certificate in respect of any share for so long as the title to that share is evidenced otherwise than by a certificate and for so long as transfers of that share may be made otherwise than by written instrument.
|
58.
|
Calls on shares
|
59.
|
Forfeiture of shares
|
(1)
|
If any Member fails to pay, on the day appointed for payment thereof, any call in respect of any share allotted to or held by such Member, the Board may, at any time thereafter during such time as the call remains unpaid, direct the Secretary to forward to such Member a notice providing that if payment of the call and interest thereon in respect of such Member's shares is not paid such shares shall be liable to forfeiture.
|
(2)
|
If the requirements of such notice are not complied with, any such share may at any time thereafter before the payment of such call and the interest due in respect thereof be forfeited by a resolution of the Board to that effect, and such share shall thereupon become the property of the Company and may be disposed of as the Board shall determine.
|
(3)
|
A Member whose share or shares have been forfeited as aforesaid shall, notwithstanding such forfeiture, be liable to pay to the Company all calls owing on such share or shares at the time of the forfeiture and all interest due thereon.
|
60.
|
Contents of Register of Members
|
61.
|
Inspection of Register of Members
|
(1)
|
The Register of Members shall be open to inspection at the registered office of the Company on every Business Day, subject to such reasonable restrictions as the Board may impose, so that not less than two (2) hours in each Business Day be allowed for inspection. The Register of Members may, after notice has been given by advertisement in an appointed newspaper to that effect, be closed for any time or times not exceeding in the whole thirty (30) calendar days in each year.
|
(2)
|
Subject to the provisions of the Act, the Company may keep one (1) or more overseas or branch registers in any place, and the Board may make, amend and revoke any such regulations as it may think fit respecting the keeping of such registers and the contents thereof.
|
62.
|
Determination of record dates
|
(1)
|
Notwithstanding any other provision of these Bye−laws, the Board may fix any date as the record date for any dividend, distribution, allotment or issue and for the purpose of identifying the persons entitled to receive notices of any general meetings and to vote at any general meeting. Any such record date may be on or at any time before or after any date on which such dividend, distribution, allotment or issue is declared, paid or made or such notice is dispatched.
|
(2)
|
In relation to any general meeting of the Company or of any class of Member or to any adjourned meeting or any poll taken at a meeting or adjourned meeting of which notice is given, the Board may specify in the notice of meeting or adjourned meeting or in any document sent to Members by or on behalf of the Board in relation to the meeting, a time and date (a "Record Date") prior to the date fixed for the meeting (the "Meeting Date") and, notwithstanding any provision in these Bye-Laws to the contrary, in such case:
|
(i)
|
each person entered in the Register at the Record Date as a Member, or a Member of the relevant class (a "Record Date Holder") shall be entitled to attend and to vote at the relevant meeting and to exercise all of the rights or privileges of a Member, or a Member of the relevant class (in each case subject to Bye-Law 63), in relation to that meeting in respect of the Shares, or the Shares of the relevant class, registered in his name at the Record Date;
|
(ii)
|
as regards any Shares, or Shares of the relevant class, which are registered in the name of a Record Date Holder at the Record Date but are not so registered at the Meeting Date (''Relevant Shares"), each holder of any Relevant Shares at the Meeting Date shall be deemed to have irrevocably appointed that Record Date Holder as his proxy for the purpose of attending and voting in respect of those Relevant Shares at the relevant meeting (with power to appoint, or to authorise the appointment of, some other person as proxy), in such manner as the Record Date Holder in his absolute discretion may determine; and
|
(iii)
|
accordingly, except through his proxy pursuant to paragraph (2) of this Bye-Law, a holder of Relevant Shares at the Meeting Date shall not be entitled to attend or to vote at the relevant meeting, or to exercise any of the rights or privileges of a Member, or a Member of the relevant class, in respect of the Relevant Shares at that meeting.
|
(3)
|
The entry of the name of a person in the Register as a Record Date Holder shall be sufficient evidence of his appointment as proxy in respect of any Relevant Shares for the purposes of this paragraph, but all the provisions of these Bye-Laws relating to the execution and deposit of an instrument appointing a proxy or any ancillary matter (including the Board's powers and discretions relevant to such matter) shall apply to any instrument appointing any person other than the Record Date Holder as proxy in respect of any Relevant Shares.
|
63.
|
Instrument of transfer
|
(1)
|
An instrument of transfer shall be in the form or as near thereto as circumstances admit of Form "A" in the Schedule hereto or in such other common form as the Board may accept. Such instrument of transfer shall be signed by or on behalf of the transferor and transferee, provided, that in the case of a fully paid share, the Board may accept the instrument signed by or on behalf of the transferor alone. The transferor shall be deemed to remain the holder of such share until the same has been transferred to the transferee in the Register of Members.
|
(2)
|
The Board may refuse to recognise any instrument of transfer unless it is accompanied by the certificate (if applicable) in respect of the shares to which it relates and by such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer.
|
(3)
|
Shares may be transferred without a written instrument if transferred by an appointed agent or otherwise in accordance with the Act.
|
64.
|
Restriction on transfer
|
(1)
|
Subject to the Act, this Bye−law 64 and such other of the restrictions contained in these Bye−laws and elsewhere as may be applicable, any Member may sell, assign, transfer or otherwise dispose of shares of the Company at the time owned by it and, upon receipt of a duly executed form of transfer in writing, the Directors shall procure the timely registration of the same. If the Directors refuse to register a transfer for any reason they shall notify the proposed transferor and transferee within thirty (30) calendar days of such refusal.
|
(2)
|
The Board shall decline to register a transfer of shares if it appears to the Board, whether before or after such transfer, that the effect of such transfer would be to increase the number of the Controlled Shares of any person to ten percent (10%) or any higher percentage of any class of voting shares or of the total issued shares or of the voting power of the Company. The Board may, in its discretion, advise any person that any transfer which would increase the number of such person’s Controlled Shares to ten percent (10%) or any higher percentage of any class of voting shares or the total issued shares or voting power of the Company may not be made and will not be recognized for any purpose and any such transfer purported to have been made to such person after receipt of such notice by such person shall be null and void.
|
(3)
|
The Board in its sole discretion may decline to register the transfer of any shares if the Board determines that the transfer of shares of the Company by any Member may require registration under the Securities Act or under any blue sky or other United States state securities laws or under the laws of any other jurisdiction and such registration has not been duly effected; provided, that in the case of this Bye−law 64(4), the Board shall be entitled to request and rely on a written opinion of counsel to the transferor or the transferee, in form and substance satisfactory to the Board, that no such approval or consent is required and no such violation would occur, and the Board shall not be obligated to register any transfer absent the receipt of such an opinion.
|
(4)
|
Without limiting the foregoing, the Board in its sole discretion may decline to register the transfer of any shares without assigning any reason therefor, subject to any limitation on such right of the Board imposed by law.
|
(5)
|
Without limiting the foregoing, the Board shall decline to approve or register a transfer of shares unless all applicable consents, authorisations, permissions or approvals of any governmental body or agency in Bermuda, the United States or any other applicable jurisdiction required to be obtained prior to such transfer shall have been obtained.
|
(6)
|
The registration of transfers may be suspended at such time and for such periods as the Board may from time to time determine; provided, that such registration shall not be suspended for more than thirty (30) calendar days in any year expect as may be required by applicable law.
|
65.
|
Transfers by joint holders
|
66.
|
Lien on shares
|
(1)
|
The Company shall have a first and paramount lien and charge on all shares (whether fully paid−up or not or whether subject to a condition or contingency) registered in the name of a Member (whether solely or jointly with others) for all debts, liabilities or engagements to or with the Company (whether presently payable or not or whether subject to a condition or contingency) by such Member or his or her estate, either alone or jointly with any other Person, whether a Member or not, but the Board may at any time declare any share to be wholly or in part exempt from the provisions of this Bye−law. The registration of a transfer of any such share shall operate as a waiver of the Company's lien (if any) thereon. The Company's lien (if any) on a share shall extend to all dividends or other monies payable in respect thereof.
|
(2)
|
The Company may sell or purchase, in such manner and on such terms (including price) as the Board think fit, any shares on which the Company has a lien, but no sale or purchase shall be made unless a sum in respect of which the lien exists is then presently payable, nor until the expiration of fourteen (14) calendar days after a notice in writing stating and demanding payment of such part of the amount in respect of which the lien exists as is presently payable, has been given to the relevant Member, or the Person, of which the Company has notice, entitled thereto by reason of such Member's death or bankruptcy. Effective upon such sale or purchase, any certificate representing such shares prior to such sale shall become null and void, whether or not it was actually delivered to the Company.
|
(3)
|
To give effect to any such sale the Board may authorise some Person to transfer the shares sold to the purchaser thereof. The purchaser shall be registered as the holder of the shares comprised in any such transfer, and he shall not be bound to see to the application of the purchase money, nor shall his or her title to the shares be affected by any irregularity or invalidity in the proceedings in reference to the sale.
|
(4)
|
The proceeds of such sale or purchase shall be received by the Company and applied in payment of such part of the amount in respect of which the lien exists as is presently payable and the residue, if any, shall (subject to a like lien for sums not presently payable as existed upon the shares before the sale) be paid to the relevant Member or the Person entitled to the shares at the date of the sale.
|
67.
|
Representative of deceased Member
|
68.
|
Registration on death or bankruptcy; Rights related to transmission
|
(1)
|
Any person becoming entitled to a share in consequence of the death or bankruptcy of any Member may be registered as a Member upon such evidence as the Board may deem sufficient or may elect to nominate some person to be registered as a transferee of such share, and in such case the person becoming entitled shall execute in favour of such nominee an instrument of transfer. On the presentation thereof to the Board, accompanied by such evidence as the Board may require to prove the title of the transferor, the transferee shall be registered as a Member but the Board shall, in either case, have the same right to decline or suspend registration as it would have had in the case of a transfer of the share by that Member before such Member's death or bankruptcy, as the case may be.
|
(2)
|
A person entitled by transmission to a share shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the share, except that he shall not, before being registered as a Member in respect of the share, be entitled to exercise any right in respect of the share in relation to meetings of the Company; provided, however, that the Board may at any time give notice requiring a person entitled by transmission to a share to elect either to be registered himself or herself or to transfer the share, and if the notice is not complied with within ninety (90) clear days after the date such notice is given, the Board may withhold payment of any dividend, other monies payable, scrip dividend or capitalisation issue of shares or other similar benefit in respect of the share until the requirements of the notice have been complied with.
|
69.
|
Declaration of dividends by the Board
|
70.
|
Other distributions
|
71.
|
Reserve fund
|
72.
|
Deduction of amounts due to the Company
|
73.
|
Unclaimed dividends
|
74.
|
Interest on dividend
|
75.
|
Issue of bonus shares
|
(1)
|
The Board may resolve to capitalise any part of the amount for the time being standing to the credit of any of the Company's share premium or other reserve accounts or funds or to the credit of the profit and loss account or otherwise available for distribution by applying such sum in paying up unissued shares to be allotted as fully paid bonus shares pro rata to the Members.
|
(2)
|
The Company may capitalise any sum standing to the credit of a reserve account or fund or sums otherwise available for dividend or distribution by applying such amounts in paying up in full partly paid shares of those Members who would have been entitled to such sums if they were distributed by way of dividend or distribution.
|
76.
|
Records of account
|
77.
|
Financial year end
|
78.
|
Financial statements
|
79.
|
Appointment of Auditor
|
80.
|
Remuneration of Auditor
|
81.
|
Vacancy of office of Auditor
|
82.
|
Access to books of the Company
|
83.
|
Report of the Auditor
|
(1)
|
Subject to any rights to waive laying of accounts or appointment of an Auditor pursuant to Section 88 of the Act, the accounts of the Company shall be audited at least once in every year.
|
(2)
|
The financial statements provided for by these Bye−laws shall be audited by the Auditor in accordance with generally accepted auditing standards. The Auditor shall make a written report thereon in accordance with generally accepted auditing standards and the report of the Auditor shall be submitted to the Members in general meeting.
|
(3)
|
The generally accepted auditing standards referred to in subparagraph (2) of this Bye−law may be those of a country or jurisdiction other than Bermuda. If so, the financial statements and the report of the Auditor must disclose this fact and name such country or jurisdiction.
|
84.
|
Notices to Members of the Company
|
85.
|
Notices to joint Members
|
86.
|
Service and delivery of notice
|
87.
|
The seal
|
88.
|
Manner in which seal is to be affixed
|
89.
|
Winding up/distribution by liquidator
|
90.
|
Alteration of Bye−laws
|
91.
|
Registered Office
|
92.
|
Member Vote to Approve an Amalgamation or Merger
|
FOR VALUE RECEIVED
|
[amount]
|
|
||
.
|
[transferor]
|
|
||
hereby sell assign and transfer unto
|
[transferee]
|
|
||
of
|
[address]
|
|
||
.
|
[number of shares]
|
|
||
shares of
|
[name of Company]
|
|
||
|
|
|
|
|
Dated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Transferor)
|
|
|
|
|
|
|
|
|
In the presence of:
|
|
|
|
|
|
|
|
|
|
(Witness)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Transferee)
|
|
|
|
|
|
|
|
|
In the presence of:
|
|
|
|
|
|
|
|
|
|
(Witness)
|
|
|
|
|
1.
|
The name of the Company is XL Group Public Limited Company.
|
2.
|
The Company is to be a public limited company.
|
3.
|
The objects for which the Company is established are:
|
3.1
|
To carry on the business of an investment and holding company in all of its branches, and to acquire by purchase, lease, concession, grant, licence or otherwise such businesses, options, rights, privileges, lands, buildings, leases, underleases, stocks, shares, debentures, debenture stock, bonds, obligations, reversionary interests, annuities, policies of assurance, certificates of deposit, treasury bills, trade bills, bank acceptances, bills of exchange, fixed rate securities, variable or floating rate securities, and securities of all kinds created, issued or guaranteed by any government, sovereign, ruler, commissioners, body or authority, supreme, state, municipal, local, supranational or otherwise, in any part of the world, or by any corporation, bank, association or partnership, whether with limited or unlimited liability constituted or carrying on business or activities in any part of the world, units of or participation in any unit trust scheme, mutual fund or collective investment scheme in any part of the world, policies of insurance and assurance, domestic and foreign currency and any present or future rights and interests to or in any of the foregoing and other property and rights and interests in property as the Company shall deem fit and generally to hold, manage, develop, lease, sell or dispose of the same; to subscribe for the same either conditionally or otherwise; to enter into underwriting, stocklending and repurchase and similar contracts with respect thereto, to exercise and enforce all rights and powers conferred by or incidental to the ownership thereof and from time to time to sell, exchange, lend, vary or dispose of and grant and dispose of options over any of the foregoing, to acquire, dispose of, invest in and hold by way of investment any derivative instrument relating to any of the foregoing and to deposit money (or place money on current account) with such persons in such currencies and otherwise on such terms as may seem expedient and to do all of the foregoing as principal, agent or broker; and to vary any of the investments of the Company; to establish, carry on, develop and extend investments and holdings and to sell, dispose of or otherwise turn the same to account and to coordinate the
|
3.2
|
To exercise and enforce all rights and powers conferred to or incidental upon the ownership of any shares, stock obligations or other securities acquired by the Company including without prejudice to the generality of the foregoing all such powers of veto or control as may be conferred by virtue of the holding by the Company of such special proportion of the issued or nominal amount thereof and to provide managerial and other executive, supervisory and consultant services for or in relation to any corporation in which the Company is interested upon such terms as may be thought fit.
|
3.3
|
To acquire any such shares and other securities as are mentioned in the preceding paragraphs by subscription, syndicate participation, tender, purchase, exchange or otherwise and to subscribe for the same, either conditionally or otherwise, and to guarantee the subscription thereof and to exercise and enforce all rights and powers conferred by or incidental to the ownership thereof.
|
3.4
|
To co-ordinate the administration, policies, management, supervision, control, research, planning, trading and any and all other activities of, and to act as financial advisers and consultants to, any corporation or corporations now or hereafter incorporated or acquired which may be or may become a Group Company of, or an Affiliate of or to any corporation or corporations now or hereafter incorporated or acquired (which are not Group Companies) with which the Company may be or may become associated.
|
3.5
|
To provide financing and financial investment, management and advisory services to any Group Company or Affiliate, which shall include granting or providing credit and financial accommodation, lending and making advances with or without interest to any Group Company or Affiliate and lending to or depositing with any bank funds or other assets to provide security (by way of mortgage, charge, pledge, lien or otherwise) for loans or other forms of financing granted to such Group Company or Affiliate by such bank.
|
3.6
|
To lease, acquire by purchase or otherwise and hold, sell, dispose of and deal in real property and in personal property of all kinds wheresoever situated.
|
3.7
|
To enter into any guarantee, contract of indemnity or suretyship and to assure, support or secure with or without consideration or benefit the performance of any obligations of any person or persons and to guarantee the fidelity of individuals filling or about to fill situations of trust or confidence.
|
3.8
|
To acquire or undertake the whole or any part of the business, property and liabilities of any person carrying on any business that the Company is authorized to carry on.
|
3.9
|
To apply for, register, purchase, lease, acquire, hold, use, control, license, sell, assign or dispose of patents, patent rights, copyrights, trade marks, formulae, licences, inventions, processes, distinctive marks, technology and know-how and the like conferring any exclusive or non-exclusive or limited right to use or any secret or other information as to any invention or technology which may seem capable of being used, for any of the purposes of the Company or the acquisition of which may seem calculated directly or indirectly to benefit the Company, and to use, exercise, develop or grant licences in respect of or otherwise turn to account the property rights or information so acquired.
|
3.10
|
To enter into partnership, merger, consolidation, amalgamation or into any arrangement for sharing of profits, union of interests, co-operation, joint venture, reciprocal concession or otherwise with any person carrying on or engaged in or about to carry on or engage in any business or transaction that the Company is authorized to carry on or engage in or any business or transaction capable of being conducted so as to benefit the Company.
|
3.11
|
To take or otherwise acquire and hold securities in any other corporation, including securities of XL Capital Ltd, an exempted company organized under the laws of the Cayman Islands, having objects altogether or in part similar to those of the Company or any Group Company or carrying on any business capable of being conducted so as to benefit the Company or any Group Company.
|
3.12
|
To lend money to any employee or to any person having dealings with the Company or any Group Company or with whom the Company or any Group Company proposes to have dealings or to any other corporation (including any Group Company) any of whose shares are held directly or indirectly by the Company or any Group Company.
|
3.13
|
To apply for, secure or acquire by grant, legislative enactment, assignment, transfer, purchase or otherwise and to exercise, carry out and enjoy any charter, licence, power, authority, franchise, concession, right or privilege, that any government or authority, corporation or public body may be empowered to grant, and to pay for, aid in and contribute toward carrying it into effect and to assume any liabilities or obligations incidental thereto and to enter into any arrangements with any governments, authorities or public bodies, supreme, municipal, local or otherwise, that may seem conducive to the Company’s objects or any of them.
|
3.14
|
To perform any duty or duties imposed on the Company by or under any enactment and to exercise any power conferred on the Company by or under any enactment.
|
3.15
|
To incorporate or cause to be incorporated any one or more subsidiaries (within the meaning of Section 155 of the Companies Act 1963) of the Company for the purpose of carrying on any business.
|
3.16
|
To issue securities of the Company (or contracts, options or warrants to subscribe for, or other rights or interests in, or in respect of, such securities) directly to any employees of the Company or Group Company, in consideration for employment or other services performed by those employees and to establish and support or aid in the establishment and support of associations, institutions, funds or trusts for the benefit of employees, directors or consultants or former employees, directors or consultants of the Company or its predecessors or any Group Companies or Affiliates, or the dependants or connected persons of such employees, directors or consultants or former employees, directors or consultants and grant gratuities, pensions and allowances, including the establishment of share option schemes or employee share schemes, enabling employees, directors or consultants of the Company or other persons aforesaid to become shareholders in the Company, or otherwise to participate in the profits of the Company upon such terms and in such manner as the Company thinks fit, and to make payments towards insurance or for any object similar to those set forth in this paragraph.
|
3.17
|
To establish and contribute to any scheme for the purchase by trustees of shares in the Company to be held for the benefit of the Company’s employees or the employees of any Group Companies or Affiliates and to lend or otherwise provide money to the trustees of such schemes or the Company’s employees or the employees of any Group Companies or Affiliates to enable them to purchase shares of the Company.
|
3.18
|
To grant bonuses to any person or persons who are or have been in the employment of the Company or any Group Companies or Affiliates or any person or persons who are or have been directors of, or consultants to, the Company or any of its Group Companies or Affiliates.
|
3.19
|
To establish any scheme or otherwise to provide for the purchase by or on behalf of customers of the Company or of any Group Company or Affiliate of shares in the Company.
|
3.20
|
To subscribe or guarantee money for charitable, benevolent, educational or religious objects or for any exhibition or for any public, general or useful objects.
|
3.21
|
To promote any corporation for the purpose of acquiring or taking over any of the property and liabilities of the Company or any Group Company or Affiliate or for any other purpose that may benefit the Company or any Group Company or Affiliate.
|
3.22
|
To purchase, lease, take in exchange, hire or otherwise acquire any personal property and any rights or privileges that the Company considers necessary or convenient for the purposes of its business.
|
3.23
|
To construct, maintain, alter, renovate and demolish any buildings or works necessary or convenient for its objects.
|
3.24
|
To construct, improve, maintain, work, manage, carry out or control any roads, ways, tramways, branches or sidings, bridges, reservoirs, watercourses, wharves, factories, warehouses, electric works, shops, stores and other works and conveniences that may advance the interests of the Company or any Group Company or Affiliate and contribute to, subsidize or otherwise assist or take part in the construction, improvement, maintenance, working, management, carrying out or control thereof.
|
3.25
|
To raise and assist in raising money for, and aid by way of bonus, loan, promise, endorsement, guarantee or otherwise, any person and guarantee the performance or fulfilment of any contracts or obligations of any person, and in particular guarantee the payment of the principal of and interest on the debt obligations of any such person.
|
3.26
|
To borrow or raise finance or secure the payment of money (including money in a currency other than the currency of Ireland) in such manner as the Company shall think fit and in particular by the issue of debentures or any other securities (or contracts, options or warrants to subscribe for, or other rights or interests in, or in respect of, such securities), perpetual or otherwise, charged upon all or any of the Company’s property, both present and future, including its unissued capital or otherwise and to purchase, redeem or pay off any such securities.
|
3.27
|
To enter into, invest or engage in, acquire, hold or dispose of any financial instruments or risk management instruments, whether or not of a type currently in existence, and currency exchange, interest rate or commodity or index linked transactions (whether in connection with or incidental to any other contract, undertaking or business entered into or carried on by the Company or whether as an independent object or activity), including securities in respect of which the return or redemption amount is calculated by reference to any index, price or rate, monetary and financial instruments of all kinds, futures contracts, swaps and hedges (including credit default, interest rate and currency swaps and hedges of any kind whatsoever), options contracts, contracts for differences, commodities (including bullion and other precious metals), forward rate agreements, debentures, debenture stock, warrants, commercial paper, promissory notes, mortgage backed securities, asset backed securities, dealings in foreign currency, spot and forward rate exchange contracts, caps, floors, collars, and any other foreign exchange, interest rate or commodity or index linked arrangements, and such other instruments whether for the purpose of making a profit or avoiding a loss or managing a currency or interest rate exposure or any other purpose and to enter into any contract for and to exercise and enforce all rights and powers conferred by or incidental, directly or indirectly, to such transactions or the termination of any such transactions.
|
3.28
|
To carry on the business of financing and re-financing whether asset based or not (including financing and re-financing of financial assets), including managing financial assets with or without security in whatever currency including financing or re-financing by way of loan, acceptance credits, commercial paper, euro medium term bonds, euro bonds, asset-backed securities, securitisation, synthetic securitisation, collateralised debt obligations, bank placements, leasing, hire
|
3.29
|
To remunerate any person or corporation for services rendered or to be rendered in placing or assisting to place or guaranteeing the placing of any of the shares of the Company’s capital or any debentures, debenture stock or other securities of the Company or of any Group Company or Affiliate or in or about the formation or promotion of the Company, any Group Companies or Affiliate or the conduct of their business.
|
3.30
|
To draw, make, accept, endorse, discount, execute and issue bills of exchange, promissory notes, bills of lading, warrants and other negotiable or transferable instruments.
|
3.31
|
To sell, lease, exchange or otherwise dispose of the undertaking of the Company or any part thereof as an entirety or substantially as an entirety for such consideration as the Company thinks fit.
|
3.32
|
To sell, improve, manage, develop, exchange, lease, dispose of, turn to account or otherwise deal with the property of the Company in the ordinary course of its business.
|
3.33
|
To adopt such means of making known the products of the Company or of any Group Company or Affiliate as may seem expedient, and in particular by advertising, by purchase and exhibition of works of art or interest, by publication of books and periodicals and by granting prizes and rewards and making donations.
|
3.34
|
To cause the Company to be registered and recognized in any foreign jurisdiction, and designate persons therein according to the laws of that foreign jurisdiction or to represent the Company and to accept service for and on behalf of the Company of any process or suit.
|
3.35
|
To allot and issue fully-paid shares of the Company in payment or part payment of any property purchased or otherwise acquired by the Company or for any past services performed for the Company or any Group Company.
|
3.36
|
To distribute among the members of the Company in cash, kind, specie or otherwise as may be resolved, by way of dividend, bonus or in any other manner considered advisable, any property of the Company, subject always to the provisions of the Companies Acts 1963 to 2013 and any other applicable law.
|
3.37
|
To promote freedom of contract, and to resist, insure against, counteract and discourage interference therewith, to join any lawful federation, union or association
|
3.38
|
To establish agencies and branches.
|
3.39
|
To take or hold mortgages, hypothecations, liens and charges to secure payment of the purchase price, or of any unpaid balance of the purchase price, of any part of the property of the Company of whatsoever kind sold by the Company, or for any money due to the Company from purchasers and others and to sell or otherwise dispose of any such mortgage, hypothecation, lien or charge.
|
3.40
|
To pay all costs and expenses of or incidental to the incorporation and organization of the Company.
|
3.41
|
To invest and deal with the moneys of the Company not immediately required for the other objects of the Company in such manner as may be determined.
|
3.42
|
To do any of the things authorized by this memorandum as principals, agents, contractors, trustees or otherwise, and either alone or in conjunction with others.
|
3.43
|
To do all such other things as are incidental or conductive to the attainment of the objects and the exercise of the powers of the Company.
|
3.44
|
To make voluntary dispositions of all or any part of the property and rights of the Company and to make gifts thereof or gratuitous payments either for no consideration or for a consideration less than the market value of such property or rights or the amount of cash payment or by all or any such methods.
|
3.45
|
To receive voluntary dispositions of all or any part of the property and rights of any other corporation and to receive gifts thereof or gratuitous payments either for no consideration or for a consideration less than the market value of such property or rights or the amount of cash payment or by all or any such methods.
|
3.46
|
To the extent permitted by law, to give whether directly or indirectly, any kind of financial assistance for the purchase of shares in or debentures of the Company or any corporation which is at any given time the Company’s holding company.
|
3.47
|
To carry on any other business, except the issuing of policies of insurance, which may seem to the Company capable of being conveniently carried on in connection with the above, or calculated directly or indirectly to enhance the value of or render profitable any of the Company’s property or rights.
|
3.48
|
To enter into any scheme of arrangement with its creditors or members or any class of them pursuant to Sections 449 to 455 of the Companies Act 2014.
|
4.
|
The liability of the members is limited.
|
5.
|
The share capital of the Company is €40,000 and US$9,999,900 divided into 40,000 Subscriber Shares of €1 each, 500,000,000 Ordinary Shares of US$0.01 each and 499,990,000 Undesignated Shares of US$0.01 each.
|
6.
|
For the purposes of this memorandum of association, (a) the terms “corporation”, “Group Company” and “Affiliate” have the meanings ascribed to such terms in the articles of association of the Company, (b) the words “including” and “includes” shall be deemed to be followed by the words “ without limitation,” and (c) unless a clear contrary intention appears, the word “or” shall be deemed to be used in the inclusive sense of “and/or.”
|
7.
|
The objects specified in each paragraph of clause 3 of this memorandum of association shall, except where otherwise expressed in such paragraph, be in no way limited or restricted by reference to, or inference from, the terms of any other paragraph in that clause.
|
1.
|
The regulations contained in Table A in the First Schedule to the Companies Act 1963 shall not apply to the Company.
|
2.
|
In these articles, unless the context otherwise requires:
|
3.
|
For the purposes of these articles, unless specified otherwise, a contrary intention appears or the context otherwise requires:
|
a.
|
a corporation shall be deemed to be present in person at a meeting if its representative, duly authorised pursuant to these articles or the Companies Acts, is present;
|
b.
|
words importing only the singular number include the plural number and vice versa, and words importing only one gender include the other gender;
|
c.
|
the words “including” and “includes” and any similar words shall be deemed to be followed by the words “without limitation”;
|
d.
|
the word “or” shall be deemed to be used in the inclusive sense of “and/or”;
|
e.
|
except as otherwise specified, the words “herein” and “hereof” and words of similar import shall be deemed to refer to these articles as a whole rather than to any particular portion of these articles;
|
f.
|
references to the “terms of issue” of Shares shall be deemed to mean the terms of issue of those Shares (including, where applicable, the rights attaching to such Shares as set out in these articles) as they may be varied from time to time in accordance with these articles;
|
g.
|
references to a person include any natural person, corporation or other body of persons, whether corporate or not, any trust and any Governmental Entity;
|
h.
|
references to writing shall be construed as including references to printing, lithography, photography, electronic mail and any other modes of representing or reproducing words in a visible form;
|
i.
|
a reference to anything being done by electronic means includes its being done by means of any electronic or other communications equipment or facilities and references to any communication being delivered or received, or being delivered or received at a particular place, include the transmission of an electronic or similar communication, and to a recipient identified in such manner or by such means, as the Board may from time to time approve or prescribe, either generally or for a particular purpose;
|
j.
|
references to a signature or to anything being signed or executed include such forms of electronic signature or other means of verifying the authenticity of an electronic or similar communication as the Board may from time to time approve or prescribe, either generally or for a particular purpose;
|
k.
|
references to a dividend include any dividend or distribution, in cash or by the distribution of assets, paid or distributed to Shareholders out of the profits of the Company available for distribution;
|
l.
|
any words or expressions defined in the Companies Acts, if not otherwise defined in or given a particular meaning by these articles, have the same meaning in these articles;
|
m.
|
any reference to any specific statute, statutory provision, Act, statutory instrument and other legislation is to legislation operative in Ireland unless otherwise specified;
|
n.
|
except as otherwise specified herein, (i) any reference to any statute, statutory provision, Act, statutory instrument or other legislation (whether of Ireland or elsewhere) includes a reference to any modification or re-enactment of it as then in force and to every rule, regulation or order made under it (or under any such modification or re-enactment) and then in force, and (ii) any reference to any rule, regulation or order made under any statute, statutory provision, Act, statutory instrument or other legislation includes a reference to any modification or replacement of such rule, regulation or order then in force;
|
o.
|
the provisions of these articles shall insofar as they relate to any right of Shareholders to receive notice of, attend and vote at general meetings (or pass resolutions in writing in lieu of a vote at a general meeting), relate only to holders of Ordinary Shares or any other class or series of shares which, by virtue of these articles or the terms of the issue of such shares, expressly carry the general right to vote at general meetings of the Company and exclude shares which entitle the holders to vote only in limited circumstances or upon the occurrence of a specified event or condition (whether or not those circumstances have arisen or that event or condition has occurred) and any provision of these articles relating to Special Resolutions, Ordinary Resolutions and the respective voting and approval thresholds attaching thereto will be interpreted accordingly.
|
4.
|
The Registered Office shall be at such place in Ireland as the Board from time to time shall decide.
|
5.
|
|
a.
|
Without prejudice to the power of the Board to issue and allot shares pursuant to the following articles, the authorised share capital of the Company at the date of adoption of these articles is €40,000 and US$9,999,900, divided into 40,000 Subscriber Shares of €1 each, 500,000,000 Ordinary Shares of US$0.01 each and 499,990,000 Undesignated Shares of US$0.01 each.
|
b.
|
The Ordinary Shares shall entitle the holders thereof to the following rights:
|
i.
|
as regards dividends:
|
ii.
|
as regards capital:
|
iii.
|
as regards voting in general meetings:
|
iv.
|
as regards redemption:
|
v.
|
as regards certificates:
|
c.
|
Subject to the Companies Acts, all or any of the rights at any time attached to any class or series of shares at any time in issue may, unless otherwise expressly provided in the terms of issue of the shares of that class or series, from time to time, be varied with the sanction of a Variation Resolution of that class or series.
|
d.
|
The special rights conferred upon the holders of any shares or class or series of shares shall not, unless otherwise expressly provided in the terms of issue of such shares, be deemed to be varied by the creation or issue of further shares ranking
pari passu
with them.
|
e.
|
Notwithstanding any other provision of these articles, the nominal value of the issued share capital of the Company which is not redeemable will in no event be less than one tenth of the nominal value of the total issued share capital of the Company.
|
f.
|
The Subscriber Shares shall carry the same rights as the Ordinary Shares, save that, in addition to the provisions of article 5(b)(iv), the Subscriber Shares will be automatically converted to redeemable shares, redeemable at par at the option of the Company immediately on the issue by the Company of any Ordinary Shares, representing not less than 10% in nominal value of the issued share capital of the Company.
|
6.
|
|
(
a)
|
The Company may, in accordance with the provisions of these articles issue any shares in its capital with such preferred or deferred or other special rights and privileges or such limitations, conditions and restrictions, whether in regard to dividend, voting, return of capital, redemption or otherwise as it may determine. Without prejudice to the generality of the foregoing, the Company may, subject to articles 6(c) and 6(d), issue and redeem redeemable shares and the Board is generally and unconditionally authorized to exercise all powers of the Company to do so.
|
(b)
|
Subject to the Companies Acts and the expiration dates contained in articles 6(c) and 6(d), the unissued shares of the Company (whether forming part of the original share capital or any increased capital) shall be at the disposal of the Board, which may offer, allot, grant options, warrants or other rights over or otherwise deal with or dispose of them to such persons, at such times and for such consideration and generally on such terms and conditions as the Board may from time to time determine.
|
(c)
|
The Board is, for the purposes of Section 20 of the 1983 Act, generally and unconditionally authorised to exercise all powers of the Company to allot and issue relevant securities (as defined by the said Section 20) up to the amount of the Company’s authorised share capital and to allot and issue any shares purchased by the Company pursuant to the provisions of Part XI of the 1990 Act and held as treasury shares and this authority shall expire five years from the date of adoption of these articles or in accordance with any renewal of such authority from time to time. The Company may before the expiry of such authority make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Board may allot equity securities in pursuance of such an offer or agreement as if the power conferred by this article 6(c) had not expired.
|
(d)
|
The Board is hereby empowered pursuant to Sections 23 and 24(1) of the 1983 Act to allot equity securities within the meaning of the said Section 23 for cash pursuant to the authority conferred by article 6(c) as if Section 23(1) of the 1983 Act did not apply to any such allotment. The Company may before the expiry of such authority make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Board may allot equity securities in pursuance of such an offer or agreement as if the power conferred by this article 6(d) had not expired.
|
(e)
|
Subject to the Companies Acts and to the rights conferred on the holders of any other class or series of shares and without prejudice to the generality of article 6(b), the Board is empowered to cause Undesignated Shares to be issued from time to time as shares of one or more class or series of shares (including as Ordinary Shares) and may:
|
i.
|
fix the distinctive designation of such class or series and the number of shares which shall constitute such class or series, which number may be increased (except as otherwise provided by the Board in creating such class or series) or decreased (but not below the number of shares thereof then in issue) from time to time by resolution of the Board;
|
ii.
|
determine that they are to be redeemed (the manner and terms of redemption in all cases to be set by the Board) on the happening of a specified event or on a given date;
|
iii.
|
determine that they may be redeemed (the manner and terms of redemption in all cases to be set by the Board) at the option of the Company;
|
iv.
|
determine that they may be redeemed (the manner and terms of redemption in all cases to be set by the Board) at the option of the holder;
|
v.
|
fix the shares with any such other preferred, deferred, qualified, special or other rights, privileges, preferences, limitations and conditions or such restrictions, whether in regard to dividend, voting, return of capital, redemption, conversion or otherwise, as the Board in its sole discretion shall determine; and
|
vi.
|
subject to article 5(c), vary any of the matters specified in clauses (i) through (v) of this article 6(e) in respect of any Undesignated Shares issued pursuant to this article 6.
|
(f)
|
Without prejudice to the generality of the foregoing, the Board may make provision for the issue and allotment of shares that do not carry any voting rights.
|
(g)
|
Subject to any requirement to obtain the approval of shareholders under any laws, regulations or the rules of any stock exchange to which the Company is then subject and any other applicable law, the Board is authorised, from time to time, in its discretion, to grant such persons, including Directors, for such periods and upon such terms as the Board deems advisable, (i) options to purchase or subscribe for or (ii) commitments to issue at a future date, such number of shares of any class or classes or of any series as the Board may deem advisable, and to cause warrants or other appropriate instruments evidencing such options or commitments to be issued.
|
(h)
|
The Company may, insofar as the Companies Acts or any other applicable law permits, pay commission or brokerage fees to any person in consideration of a person subscribing or agreeing to subscribe, whether absolutely or conditionally, for any shares in the Company or procuring or agreeing to procure subscriptions, whether absolute or conditional, for any shares in the Company on such terms and subject to such conditions as the Board may determine, including by paying cash or allotting and issuing Paid Up shares.
|
(i)
|
No share of the Company shall be issued unless it is Paid Up. Except as otherwise expressly provided by these articles, no Shareholder shall be liable to make any additional payment to the Company in respect of any share beyond the initial consideration agreed with the Company at or before the time of issue thereof.
|
7.
|
Subject to the Companies Acts, the Company may, without prejudice to any relevant special rights attached to any class or series of shares, pursuant to Section 211 of the 1990 Act, purchase any of its own shares, including any Redeemable Shares, whether in the market, by tender or by private agreement, at such prices (whether at nominal value or above or below nominal value) and otherwise on such terms and conditions as the Board may from time to time determine and without any obligation to purchase on any pro rata basis as between Shareholders or Shareholders of the same class or series (the whole or any part of the amount payable on any such purchase may be paid or satisfied otherwise than in cash, to the extent permitted by the Companies Acts) and may cancel any shares so purchased or hold them as treasury shares (as defined in Section 209 of the 1990 Act) and may reissue any such shares as shares of any class or classes or series.
|
8.
|
Except only as otherwise provided in these articles, as ordered by a court of competent jurisdiction or as otherwise required by law, the Company shall be entitled to treat the registered holder of any share as the absolute owner of it and accordingly no person shall be recognised by the Company as holding any share upon trust, and the Company shall not be bound by or required in any way to recognise (even when having notice of it) any equitable, contingent, future or partial interest or other right in any share except an absolute right to the entirety of the share in the registered holder of it. This shall not preclude the Company from requiring the Shareholders or a transferee of shares to furnish the Company with information as to the beneficial ownership of (or other interest of any person in) any share.
|
9.
|
The Company may from time to time by Ordinary Resolution increase its authorised share capital by such sum, to be divided into shares of such nominal value, as such Ordinary Resolution shall prescribe.
|
10.
|
Any new shares shall be subject to all of the provisions of these articles with reference to lien, transfer, transmission and otherwise.
|
11.
|
|
a.
|
The Company may from time to time by Ordinary Resolution:
|
i.
|
consolidate and divide all or any of its share capital into shares of larger nominal value than any of its existing shares;
|
ii.
|
sub-divide its shares or any of them into shares of smaller nominal value than is fixed by its memorandum of association, subject to Section 68(1)(d) of the 1963 Act; and
|
iii.
|
cancel shares which, at the date of the passing of the relevant Ordinary Resolution, have not been taken or agreed to be taken by any person, and diminish the amount of its authorised share capital by the amount of the shares so cancelled.
|
b.
|
Where any difficulty arises in regard to any division, consolidation, sub-division or cancellation under this article 11, the Board may settle the same as it thinks expedient and, in particular, may arrange for the sale of the shares representing fractions and the distribution of the net proceeds of sale in due proportion among the Shareholders who would have been entitled to the fractions, except that any proceeds in respect of any holding which are less than a sum fixed by the Board may be retained for the benefit of the Company. For the purpose of any such sale the Board may authorise some person to transfer the shares representing fractions to the purchaser, who shall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale.
|
12.
|
Subject to the Companies Acts and to any confirmation or consent required by law or these articles, the Company may from time to time by Special Resolution authorise the reduction in any manner of its issued share capital, any capital redemption reserve fund or any share premium account.
|
13.
|
In relation to any such reduction, the Company may by Special Resolution determine the terms upon which the reduction is to be effected, including, in the case of a reduction of part only of a class or series of shares, those shares to be affected.
|
14.
|
|
a.
|
Shares shall be issued in registered form. It shall be a condition of issue of every Share that no Shareholder shall, upon becoming the holder of that Share (irrespective of the class or series of Shares concerned), be entitled to a share certificate for that Share or any shares of any class or series held by him (nor, on transferring a part of his holding, to a certificate for the balance), unless otherwise provided by these articles or the terms of issue of such class or series of shares.
|
b.
|
Share certificates, if issued, shall be in such form as the Board may from time to time prescribe, subject to the requirements of the Companies Acts. No fee shall be charged by the Company for issuing a share certificate. In the case of a share held jointly by several persons, delivery of a certificate in their joint names to one of several joint holders shall be sufficient delivery to all.
|
15.
|
If a share certificate is worn-out or defaced, or alleged to have been lost or destroyed, it may be replaced without fee but on such terms (if any) as to evidence and indemnity and to payment of any exceptional costs and out of pocket expenses of the Company in investigating such evidence and preparing such indemnity as the Board may think fit and, in case of wearing-out or defacement, on delivery of the certificate to the Company. The Board may require any such indemnity to be secured in such manner as the Board may think fit.
|
16.
|
|
a.
|
All certificates for shares (other than letters of allotment, scrip certificates and other like documents) shall, except to the extent that the terms of issue of such shares otherwise provide, be issued under Seal. Each certificate shall be signed by a person or persons then authorized pursuant to article 90 to affix the Seal over his signature.
|
b.
|
The Board may determine, either generally or in any particular case, that any signature on certificates for shares (or certificates or agreements or other documents evidencing the issue by the Company of awards under any share option, share incentive or other form of employee benefits plan adopted by the Company from time to time) need not be autographic but may be affixed to such certificates, agreements or other documents by some mechanical means or may be facsimiles printed on such certificates, agreements or other documents. If any person who has signed, or whose facsimile signature has been used on, any such certificate, agreement or other document ceases for any reason to hold his office or authority to
|
17.
|
The Company shall have a first and paramount lien on every share for all debts and liabilities of any Shareholder to the Company, whether presently due or not, payable in respect of such share. The Company’s lien on a share shall extend to all dividends and other monies payable in respect thereof. The Board may at any time, either generally or in any particular case, waive any lien that has arisen or declare any share to be wholly or in part exempt from the provisions of this article. The registration of a transfer of any such share shall operate as a waiver of the Company’s lien (if any) thereon.
|
18.
|
|
a.
|
The Company may sell, in such manner as the Board may think fit, any share on which the Company has a lien, but no sale shall be made unless some sum in respect of which the lien exists is presently due nor until the expiration of 14 clear days after a notice, stating and demanding payment of the sum presently due and giving notice of the intention to sell in default of such payment, has been served on the holder of the share or the person entitled by transmission to it.
|
b.
|
The net proceeds of sale by the Company of any shares on which it has a lien shall be applied in or towards payment or discharge of the debt or liability in respect of which the lien exists so far as the same is due, and any residue shall (subject to a like lien for debts or liabilities not presently due as existed upon the share prior to the sale) be paid to the holder of, or the person entitled by transmission to, the share immediately before such sale. For giving effect to any such sale the Board may authorise some person to transfer the share to the purchaser. The purchaser shall be registered as the holder of the share and he shall not be bound to see to the application of the purchase money, nor shall his title to the share be affected by any irregularity or invalidity in the proceedings relating to the sale. If a share, which is to be sold as provided for in this article 18, is held in uncertificated form (as such term is used in the Companies Act 1990 (Uncertificated Securities) Regulations 1996), the Board may authorise some person to do all that is necessary under the Companies Act, 1990 (Uncertificated Securities) Regulations 1996 to put such share into certificated form prior to its sale.
|
19.
|
|
a.
|
The Register shall be kept in the manner prescribed by the Companies Acts at the Registered Office or at such other place as may be authorised by the Board from time to time consistent with the Companies Acts.
|
b.
|
The Register may be closed at such times and for such periods as the Board may from time to time decide, subject to Section 121 of the 1963 Act. Except during such time as it is closed, the Register shall be open to inspection in the manner prescribed by the Companies Acts at such times as the Board may from time to time determine.
|
c.
|
Unless the Board so determines, no Shareholder or intending Shareholder shall be entitled to have entered in the Register, or otherwise recognized by the Company, any indication of any trust or any equitable, beneficial, contingent, future, fractional or partial interest in any share, and if any such entry exists or is permitted by the Board it shall not be deemed to abrogate any provisions of these articles provided that no interest will be entered in the Register unless permitted by the Companies Acts.
|
20.
|
The Secretary shall maintain a register of the Directors and Secretary of the Company as required by the Companies Acts. The register of Directors and Secretary shall be open to inspection in the manner prescribed by the Companies Acts at such times as the Board may from time to time determine.
|
21.
|
Subject to the Companies Acts, to such of the restrictions contained in these articles as may be applicable and to the terms of the issue and rights and privileges attaching to any class or series of share, any Shareholder may transfer all or any of his shares (of any class or series) by an instrument of transfer in the usual common form or in any other form which the Board may from time to time approve. The instrument of transfer may be endorsed on the certificate (if any) issued in respect of the share.
|
22.
|
|
a.
|
The instrument of transfer of a Share shall be signed by or on behalf of the transferor and the transferor shall be deemed to remain the holder of the Share until the name of the transferee is entered in the Register in respect of it. The instrument of transfer need not be signed by or on behalf of the transferee. All instruments of transfer may be retained by the Company. The foregoing provisions of this article 22(a) and the provisions of article 22(b) shall not limit the rights of the Company provided in articles 17 and 18.
|
b.
|
Upon receipt of instructions in writing by a transferor, the instrument of transfer of any share may be executed for and on behalf of the transferor by the Secretary or an Assistant Secretary, and the Secretary or Assistant Secretary shall be deemed to have been irrevocably appointed agent for the transferor of such share or shares with full power to execute, complete and deliver in the name of and on behalf of the transferor of such share or shares all such transfers of shares held by the transferor in the share capital of the Company. Any document which records the name of the transferor, the name of the transferee, the class (or series) and number of shares agreed to be transferred, the date of the agreement to transfer shares and the price per share, shall, once executed by the transferor or the Secretary or Assistant Secretary as agent for the transferor in accordance with the first sentence of this article 22(b), be deemed to be a proper instrument of transfer for the purposes of Section 81 of the 1963 Act. Neither the title of the transferee nor the title of the transferor shall be affected by any irregularity or invalidity in the proceedings in reference to the transfer should the Board so determine.
|
c.
|
The Company, at its absolute discretion and insofar as the Companies Acts or any other applicable law permit, may, or may procure that a subsidiary of the Company shall, pay Irish stamp duty arising on a transfer of shares on behalf of the transferee of such shares of the Company. If stamp duty resulting from the transfer of shares in the Company which would otherwise be payable by the transferee is paid by the Company or any subsidiary of the Company on behalf of the transferee, then in those circumstances, the Company shall, on its behalf or on behalf of its subsidiary (as the case may be), be entitled to (i) seek reimbursement of the stamp duty from the transferee, (ii) set-off the stamp duty against any dividends payable to the transferee of those shares and (iii) to claim a first and permanent lien on the shares on which stamp duty has been paid by the Company or its subsidiary for the amount of stamp duty paid (and the provisions of articles 17 and 18 shall apply to such lien).
|
d.
|
Notwithstanding the provisions of these articles and subject to the Companies Acts, title to any shares in the Company may also be evidenced and transferred without a written instrument in accordance with Section 239 of the 1990 Act or any regulations made thereunder. Subject to the Companies Acts, the Board shall have power to permit any class or series of shares to be held in uncertificated form (as such term is used in the Companies Act 1990 (Uncertificated Securities) Regulations 1996) and to implement any arrangements it thinks fit for such evidencing and transfer which accord with such regulations and in particular shall, where appropriate, be entitled to disapply or modify all or part of the provisions of these articles with respect to the requirement for written instruments of transfer and share certificates (if any), in order to give effect to such regulations.
|
e.
|
Nothing in these articles shall preclude the Board from recognising the renunciation of the allotment of any share by an allottee in favour of some other person on such terms and subject to such conditions as the Board may from time to time decide.
|
f.
|
The Board may decline to register any transfer:
|
i.
|
if the instrument of transfer is not duly stamped, if required, and lodged at the Registered Office or any other place as the Board may from time to time specify for the purpose, accompanied by the certificate (if any) for the shares to which it relates and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer;
|
ii.
|
unless a registration statement under the Securities Act of 1933 of the United States of America is in effect with respect to such transfer or such transfer is exempt from registration and, if requested by the Board, a written opinion from counsel reasonably acceptable to the Board is obtained to the effect that such transfer is exempt from registration; or
|
iii.
|
without prejudice to the foregoing, in the absolute discretion of the Board and without assigning any reason therefor, subject to any limitation on such right of the Board imposed by law.
|
g.
|
The Board shall decline to register a transfer of Shares if it appears to the Board, whether before or after such transfer, that the effect of such transfer would be to increase the number of the Controlled Shares of any person to 10% or any higher percentage of any class of voting Shares or of the total issued Shares or of the voting power of the Company. The Board may, in its discretion, advise any person that any transfer which would increase the number of such person’s Controlled Shares to 10% or any higher percentage of any class of voting Shares or the total issued Shares or voting power of the Company may not be made and will not be recognised for any purpose and any such transfer purported to have been made to such person after receipt of such notice by such person shall be null and void.
|
h.
|
Subject to any directions of the Board from time to time in force, the Secretary or Assistant Secretary may exercise the powers and discretions of the Board under article 22(f) and articles 21 and 23.
|
i.
|
The registration of transfers may be suspended at such time and for such periods as the Board may from time to time determine, provided always that such registration shall not be suspended for more than 30 days in any year except as may be required by applicable law.
|
23.
|
|
a.
|
If the Board declines to register a transfer it shall, within one month after the date on which the instrument of transfer was lodged, send to the transferee notice of such refusal.
|
b.
|
No fee shall be charged by the Company for registering any transfer or for making any entry in the Register concerning any other document relating to or affecting the title to any share (except that the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed on it in connection with such transfer or entry).
|
24.
|
In the case of the death of a Shareholder, the survivor or survivors, where the deceased was a joint Shareholder, or the estate representative, where he or she was sole Shareholder, shall be the only person or persons recognised by the Company as having any title to his shares; but nothing in these articles shall release the estate of a deceased Shareholder from any liability in respect of any share held by him solely or jointly with other persons. In this article, estate representative means the person to whom appropriate authority has been granted to represent or administer or otherwise manage the estate of a deceased Shareholder under the laws applicable to the estate of the deceased Shareholder or, if there is no such person, such other person as the Board may in its absolute discretion determine to be the person recognised by the Company for the purpose of this article.
|
25.
|
|
a.
|
Subject to article 22(f), any person entitled by transmission to a share may, upon the production of such evidence as may be properly required by the Board from time to time, elect either to be registered himself as the holder of the share or to have some person nominated by him registered as the transferee of the share.
|
b.
|
Subject to article 22(f) and article 25(c), if such person entitled by transmission to a share elects to be registered as holder of the share, he shall deliver or send to the Company a notice in writing signed by him stating that he so elects. If he elects to have his nominee registered, he shall signify his election by signing an instrument of transfer of such share in favour of his nominee.
|
c.
|
All of the provisions of these articles relating to the right to transfer and the registration of transfers of shares shall apply to any such notice or instrument of transfer as if the death or bankruptcy of the Shareholder or other event giving rise to the transmission had not occurred and the notice or instrument of transfer were an instrument of transfer signed by such Shareholder.
|
26.
|
A person entitled by transmission to a share shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the share, except that he shall not, before being registered as a Shareholder in respect of the share, be entitled to exercise any right in respect of the share in relation to meetings of the Company; provided, however, that the Board may at any time give notice requiring a person entitled by transmission to a share to elect either to be registered himself or to transfer the share, and if the notice is not complied with within 90 clear days after the date such notice is given, the Board may withhold payment of any dividend, other monies payable, scrip dividend or capitalisation issue of shares or other similar benefit in respect of the share until the requirements of the notice have been complied with.
|
27.
|
Subject to any directions of the Board from time to time in force, the Secretary or Assistant Secretary may exercise the powers and discretions of the Board under articles 24, 25 and 26.
|
28.
|
The Board may, whenever it thinks fit (and, to the extent required by the Companies Acts, shall, on the requisition in writing of Shareholders holding such number of shares as is prescribed by Section 132 of the 1963 Act), convene a general meeting in the manner provided for in these articles and the Companies Acts.
|
29.
|
In accordance with the Companies Acts, the Board shall convene and the Company shall in each year hold a general meeting as its annual general meeting in addition to any other meeting in that year, and shall specify the meeting as such in the notices calling it. Each such annual general meeting shall be held within such time period as required by Section 131 of the 1963 Act. Subject to Section 140 of the 1963 Act, all general meetings may be held outside of Ireland. All general meetings other than annual general meetings shall be called extraordinary general meetings.
|
30.
|
Each general meeting shall be held at such time and place as specified in the notice of meeting.
|
31.
|
Subject to the Companies Acts, all of the provisions of these articles (including article 44) relating to meetings and resolutions of Shareholders (other than to meetings of any separate class or series of Shareholders) shall apply
mutatis mutandis
to (a) any separate meeting of ordinary Shareholders and (b) any separate meeting of any other class or series of Shareholders, except as otherwise expressly provided in the terms of issue of such other class or series of shares.
|
32.
|
Subject to Section 181 of the Companies Act 2014 (which permits such meetings to be called by such shorter notice as may be agreed to by the members and, if appointed, the Auditors of the Company), any annual general meeting and any extraordinary general meeting shall be called by at least twenty one days' notice. The notice of a general meeting shall specify the place, day and time of the meeting (including any satellite meeting place arranged for the purposes of article 38) and, in the case of an extraordinary general meeting, the general nature of the business to be considered. Notice of every general meeting shall be given in any manner permitted by these articles to all Shareholders (other than those who, under the provisions of these articles or the terms of issue of the shares which they hold, are not entitled to receive such notice from the Company) and to each Director and to the Auditors.
|
33.
|
The accidental omission to give notice of a meeting or (in cases where instruments of proxy are sent out with the notice) the accidental omission to send such instrument of proxy to, or the non-receipt of notice of a meeting or such instrument of proxy by, any person entitled to receive such notice shall not invalidate the proceedings at that meeting. A Shareholder present, either in person or by proxy, at any general meeting of the Company or of the holders of any class or series of shares in the Company, will be deemed to have received notice of that meeting and, where required, of the purpose for which it was called.
|
34.
|
The business of the annual general meeting shall include: the consideration of the Company's statutory financial statements, and the reports of the Directors and Auditors, the review by the Shareholders of the Company's affairs, the appointment or re-appointment of the Auditors and the authorization of the Directors to approve the remuneration of the Auditors. The business of an extraordinary general meeting shall include that described in the notice thereof.
|
35.
|
The chairman of the Board, if any, or, in his absence, another Director designated by the chairman of the Board shall preside as chairman at every general meeting of the Company. If neither the chairman of the Board nor such other Director designated by the chairman of the Board is present within 30 minutes after the time appointed for holding the meeting, the Shareholders present shall choose one of their number to be chairman of the meeting. The chairman of the meeting shall take such action as he thinks fit to promote the proper and orderly conduct of the business of the meeting as laid down in the notice of the meeting.
|
36.
|
|
a.
|
Subject to Section 141 of the 1963 Act and the requirements of the Companies Acts, anything which may be done by resolution in general meeting may, without a meeting and without any previous notice being required, be done by resolution in writing, signed by all of the Shareholders entitled generally to vote at general meetings who at the date of the resolution in writing would be entitled to attend a meeting and vote on the resolution and if described as a special resolution shall be deemed to be a Special Resolution or a special resolution of the class, as applicable. Such resolution in writing may be signed in as many counterparts as may be necessary. This article 36 shall not apply to those matters required by the Companies Acts to be carried out in a meeting.
|
b.
|
For the purposes of any written resolution under this article 36, the date of the resolution in writing is the date when the resolution is signed by, or on behalf of, the last Shareholder to sign and any reference in any enactment to the date of passing of a resolution is, in relation to a resolution in writing made in accordance with this article 36, a reference to such date.
|
c.
|
A resolution in writing made in accordance with this article 36 is as valid as if it had been passed by the Company in general meeting.
|
37.
|
No business shall be transacted at any general meeting or adjourned meeting unless a quorum is present when the meeting proceeds to business, but the absence of a quorum shall not preclude the appointment or election of a chairman, which shall not be treated as part of the business of the meeting. Unless a higher or lower quorum is required by the Companies Acts or these articles, two or more Shareholders (or if there is only one Shareholder of the relevant class or series of Shareholders, then one Shareholder) present in person or by proxy and holding shares representing at least 50 percent of the issued shares carrying the right to vote at such meeting shall be a quorum; provided, that no quorum shall exist for the purpose of considering or passing any Special Resolution unless the Shareholder or Shareholders present in person or by proxy hold Shares representing at least two-thirds of the issued Shares carrying the right to vote at such meeting.
|
38.
|
|
a.
|
Subject to the Companies Acts, the Board may resolve to enable persons entitled to attend a general meeting of the Company to do so by simultaneous attendance and participation at a satellite meeting place anywhere in the world and by such electronic means as the Board may from time to time approve. The Shareholders present at any such satellite meeting place in person or by proxy and entitled to vote shall be counted in the quorum for, and shall be entitled to vote at, the meeting in question if the chairman is satisfied that the conditions referred to in articles 38(b)(i), 38(b)(ii) and 38(b)(iii) have been met.
|
b.
|
If it appears to the chairman of a general meeting that the place of the meeting (or any satellite meeting) specified in the notice convening the meeting is inadequate to accommodate all persons entitled and wishing to attend, then the meeting nevertheless is duly constituted and its proceedings nevertheless are valid if the chairman is satisfied that adequate facilities have been made available, whether at the place of the meeting or elsewhere, to ensure that each such person who is unable to be accommodated at the place of the meeting is able to:
|
i.
|
communicate simultaneously and instantaneously with the persons present at the other meeting place or places, whether by the use of microphones, loud-speakers, audio-visual or other communications equipment or facilities;
|
ii.
|
have access to all documents which are required by the Companies Acts and these articles to be made available at the meeting; and
|
iii.
|
participate in any poll required to vote on any resolutions of the Company;
|
c.
|
The chairman of the general meeting shall be present at, and the meeting shall be deemed to take place at, the principal meeting place. If it appears to the chairman of the general meeting that the facilities at the principal meeting place or any satellite meeting place are or become inadequate for the purposes referred to in articles 38(b)(i), 38(b)(ii) and 38(b)(iii), then the chairman may, without the consent of the meeting, adjourn the general meeting. All business conducted at that general meeting up to the time of such adjournment shall be valid.
|
39.
|
Each Director and the Auditors shall be entitled to attend and speak at any general meeting of the Company or of any class or series of Shareholders.
|
40.
|
The Board may make any security arrangements which it considers appropriate relating to the holding of a general meeting of the Company, including arranging for any person attending a meeting to be searched and for items of personal property which may be taken into a meeting to be restricted, and any person who fails to comply with any such arrangements may be refused entry to the meeting.
|
41.
|
|
a.
|
Subject to the Companies Acts, a resolution may only be put to a vote at a general meeting of the Company if:
|
i.
|
it is proposed by or at the direction of the Board; or
|
ii.
|
it is proposed at the direction of a court of competent jurisdiction;
|
iii.
|
it is proposed with respect to an extraordinary general meeting in the requisition in writing for such meeting made by such number of Shareholders as is prescribed by (and such requisition in writing is made in accordance with) Section 132 of the 1963 Act; or
|
iv.
|
the chairman of the meeting in his discretion decides that the resolution may properly be regarded as within the scope of the meeting
.
|
b.
|
No amendment may be made to a resolution, at or before the time when it is put to a vote, unless the chairman of the meeting in his discretion decides that the amendment or the amended resolution may properly be put to a vote at that meeting.
|
c.
|
If the chairman of the meeting in his discretion rules a resolution or an amendment to a resolution admissible or out of order (as the case may be), the proceedings of the meeting or on the resolution in question shall not be invalidated by any error in his ruling. Any ruling by the chairman of the meeting in relation to a resolution or an amendment to a resolution shall be final and conclusive, subject to any subsequent order by a court of competent jurisdiction.
|
42.
|
|
a.
|
At any general meeting, whether or not a quorum is present, the chairman may, with the consent of the meeting, and shall if so directed by the meeting, adjourn the meeting from time to time and place to place without notice other than announcement at the meeting. Other than announcement at the meeting, notice of any adjourned meeting or of any business to be transacted at an adjourned meeting shall not be required to be given, except as provided in article 42(c) and except where expressly required by applicable law.
|
b.
|
At any adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting originally called, but only those Shareholders entitled to vote at the meeting as originally notified shall be entitled to vote at any adjournment or adjournments thereof.
|
c.
|
If an adjournment is for 30 days or more or for an indefinite period, a notice of the adjourned meeting shall be given in the manner specified in article 32.
|
43.
|
Except where a greater majority is required by the Companies Acts or these articles, any question proposed for consideration at any general meeting of the Company shall be decided by an Ordinary Resolution and all resolutions put to the Shareholders will be decided on a poll.
|
44.
|
|
a.
|
Every Shareholder owning shares conferring the right to vote present in person or by proxy at any general meeting shall have one vote (or such other number of votes as may be specified in the terms of issue of such shares or in these articles), for each such share registered in such Shareholder’s name in the Register on the date fixed pursuant to the provisions of article 103 or 104, as applicable, as the record date for the determination of Shareholders entitled to vote at such meeting, provided that if and so long as the votes conferred by the Controlled Shares of any person constitute 10% or more of the votes conferred by the issued shares of the Company, each issued share comprised in such Controlled Shares shall confer only a fraction of a vote that would otherwise be applicable according to the following formula:
|
b.
|
If, as a result of giving effect to the foregoing provisions of this article 44 or otherwise, the votes conferred by the Controlled Shares of any person would otherwise represent more than 10% of the votes conferred by all of the issued shares of the Company, the votes conferred by the Controlled Shares of such person shall be reduced in accordance with the foregoing provisions of this article 44. Such process shall be repeated until the votes conferred by the Controlled Shares of each person represent no more than 10% of the votes conferred by all of the issued shares of the Company.
|
c.
|
Notwithstanding the foregoing provisions of this article 44, after having applied the provisions thereof as best as they consider reasonably practicable, the Board may make such final adjustments to the aggregate number of votes conferred by the Controlled Shares of any person that it considers fair and reasonable in all the circumstances to ensure that such votes represent less than 10% of the aggregate voting power of the votes conferred by all of the issued shares of the Company.
|
45.
|
The Board may, before any meeting of Shareholders, determine the time set for a poll, the manner in which any poll is to be taken and the manner in which votes are to be counted, which may include provision for votes to be cast by electronic means by persons present in person or by proxy at the meeting and for the appointment of scrutineers. To the extent not so determined by the Board, such matters shall be determined by the chairman of the meeting. A person appointed to act as a scrutineer need not be a Shareholder.
|
46.
|
Votes may be cast on the poll either personally or by proxy. A person entitled to more than one vote need not use all of his votes or cast all of the votes he uses in the same way.
|
47.
|
The result of a poll shall, subject to any provisions of these articles or applicable law relating to approval thresholds, be deemed to be the resolution of the meeting.
|
48.
|
In the case of an equality of votes at a meeting, the motion shall be deemed to be lost and the chairman of the meeting shall not be entitled to a second or casting vote.
|
49.
|
In the case of joint holders of a share, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the Register in respect of the joint holding. Joint holders of more than one share shall, subject to any terms determined by the Board and subject to article 22(f), be entitled to split the holdings into several holdings with their names in different orders so as to enable one or more joint holders to attend and vote.
|
50.
|
Subject to article 51, a Shareholder who is a patient for any purpose of any statute or applicable law relating to mental health or in respect of whom an order has been made by any court in Ireland (or elsewhere having jurisdiction) for the protection or management of the affairs of persons incapable of managing their own affairs may vote, by his legal guardian, receiver, committee or other person in the nature of a legal guardian, receiver, committee or other person appointed by such court, and such legal guardian, receiver, committee or other person may vote by proxy and may otherwise act and be treated as such Shareholder for the purpose of meetings of Shareholders.
|
51.
|
Evidence to the satisfaction of the Board of the authority of any person claiming the right to vote under article 50 shall be produced at the Registered Office (or at such other place as may be specified for the deposit of instruments of proxy) not later than the last time by which an instrument appointing a proxy must be deposited in order to be valid for use at the meeting or adjourned meeting or on the holding of the poll at or on which that person proposes to vote and, in default, the right to vote shall not be exercisable.
|
52.
|
No objection may be raised to the qualification of any voter or to the counting of, or failure to count, any vote except at the meeting at which the vote objected to is given or tendered. Any objection so raised shall be referred to the chairman of the meeting, whose decision shall be final and conclusive. Except as otherwise decided by the chairman, every vote counted and not disallowed at the meeting shall be valid and every vote disallowed or not counted shall be invalid. Notwithstanding the foregoing, however, if the chairman of the meeting considers that such action is necessary to determine accurately the vote count, the chairman may, in his discretion, whether or not an objection has been raised, defer until after the conclusion of the meeting a decision as to the proper application of article 44 to any vote at such meeting. If the decision has been so deferred, then the chairman of the meeting or, if the decision has not been reached within 90 days of the meeting, the Board, shall make the decision and the decision shall be final and conclusive.
|
53.
|
|
a.
|
A Shareholder may appoint one or more persons as his proxy, with or without the power of substitution, to represent him and vote on his behalf in respect of all or some only of his shares at any meeting of Shareholders (including an adjourned meeting). A proxy need not be a Shareholder.
|
b.
|
A Shareholder that is a corporation may appoint any individual (or two or more individuals in the alternative) as its representative to represent it and vote on its behalf at any meeting of Shareholders (including an adjourned meeting) and such a corporate representative may exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were a Shareholder who is an individual.
|
c.
|
A Shareholder that is a corporation may appoint more than one such representative (with or without appointing any persons in the alternative) at any such meeting provided that such appointment specifies the number of shares in respect of which each such appointee is authorised to act as representative, not exceeding in aggregate the number of shares held by the appointor and carrying the right to attend and vote at the relevant meeting.
|
d.
|
The appointment of a proxy or a corporate representative in relation to a particular meeting shall, unless the contrary is stated in the instrument of appointment, be valid for any adjournment of the meeting.
|
54.
|
A Shareholder may appoint a standing proxy, with or without the power of substitution, or (if a corporation) a standing representative (with or without appointing any persons in the alternative) by delivery to the Registered Office (or at such other place as the Board may from time to time specify for such purpose) of evidence of such appointment. The appointment of such a standing proxy or representative shall be valid for every meeting of Shareholders and adjourned meeting until such time as it is revoked by notice to the Company, but:
|
a.
|
the appointment of a standing proxy or representative may be made on an irrevocable basis in which case the Company may recognise the vote of the proxy or representative given in accordance with the terms of the appointment, to the exclusion of the vote of the Shareholder, until such time as the appointment ceases to be effective in accordance with its terms;
|
b.
|
notwithstanding article 54(a), the appointment of a standing proxy or representative shall be deemed to be suspended at any meeting (or any poll taken subsequently to any meeting with respect to business on the agenda for such meeting) at which (i) the Shareholder is present in person and votes or (ii) in respect of which the Shareholder has specifically appointed another proxy or representative in respect of the same shares, which proxy or representative is present in person and votes in respect of such shares; and
|
c.
|
the Board may from time to time require such evidence as it deems necessary as to the due execution and continuing validity of the appointment of any standing proxy or representative and, if it does so, the appointment of the standing proxy or representative shall be deemed to be suspended until such time as the Board determines that it has received the required evidence or other evidence satisfactory to it.
|
55.
|
|
a.
|
A proxy may be appointed by an instrument in writing in any common form or in such other form as the Board may approve, such instrument being executed under the hand of the appointor or of his attorney or agent authorised by him in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same. A proxy may also be appointed in such other manner as the Board may from time to time approve.
|
b.
|
The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of that power or authority, shall, subject to the following provisions of this article 55(b), be deposited at such place or address as is specified for that purpose in the notice convening the meeting,
|
c.
|
If the terms of appointment of a proxy include a power of substitution, any proxy appointed by substitution under such power shall be deemed to be the proxy of the Shareholder who conferred such power. All of the provisions of these articles relating to the execution and delivery of an instrument or other form of communication appointing or evidencing the appointment of a proxy shall apply,
mutatis mutandis
, to the instrument or other form of communication effecting or evidencing such an appointment by substitution.
|
56.
|
A vote given by proxy or a representative, whether a standing proxy or a representative or proxy or representative relating to a particular meeting, shall be valid notwithstanding the previous death or insanity of the principal (in the case of a proxy), or revocation of the appointment of the proxy or representative or of the authority under which it was executed unless notice of such death, insanity or revocation was received by the Company at the Registered Office (or at any other place as may be specified for the delivery of instruments or other forms of communication appointing or evidencing the appointment of proxies and representatives in the notice convening the meeting or in any other information sent to Shareholders by or on behalf of the Board in relation to the meeting) before the commencement of the meeting or adjourned meeting at which the vote is given.
|
57.
|
Without limiting the foregoing, the Board may from time to time permit appointments of a proxy to be made by means of a telephonic, electronic or internet communication or facility and may in a similar manner permit supplements to, or amendments or revocations of, any such telephonic, electronic or internet communication or facility to be made. The Board may in addition prescribe the method of determining the time at which any such telephonic, electronic or internet communication or facility is to be treated as received by the Company. The Board may treat any such telephonic, electronic or internet communication or facility which purports to be or is expressed to be sent on behalf of a Shareholder as sufficient evidence of the authority of the person sending that instruction to send it on behalf of that Shareholder.
|
58.
|
Subject to the Companies Acts, the Board may also at its discretion waive any of the provisions of these articles relating to the execution and deposit of an instrument or other form of communication appointing or evidencing the appointment of a proxy or a representative or any ancillary matter (including any requirement for the production or delivery of any instrument or other communication to any particular place or by any particular time or in any particular way) and, in any case in which it considers it appropriate, may accept such verbal or other assurances as it thinks fit as to the right of any person to attend and vote on behalf of any Shareholder at any meeting of Shareholders.
|
59.
|
|
a.
|
The Directors will have power at any time and from time to time to appoint any person to be a Director, either to fill a casual vacancy or as an addition to the existing Directors. No Director who has been appointed by the Directors, as permitted by the Companies Act 2014, will require to be re-elected at the next following annual general meeting or at any annual general meeting or extraordinary general meeting following such appointment; and the provisions of Sections 144(3)(c) and 1090 of the Companies Act 2014 shall not apply to the Company.
|
b.
|
The Company may, by ordinary resolution:
|
(i)
|
appoint another person in place of a Director removed from office under article 63, and
|
(ii)
|
without prejudice to the powers of the Directors to appoint any person to be a Director, may appoint any person to be a Director either to fill a casual vacancy or as an additional Director.
|
c.
|
If at any time the Company has only one member, that is to say that all the issued shares of the Company are registered in the name of a sole person (whether a natural person or a body corporate), it will be a single-member company within the meaning of the Companies Act 2014. If and so long as the Company is a single-member company, the sole member may appoint a person to be a director of the Company by serving a notice in writing on the Company which states that the named person is appointed director, and this applies notwithstanding anything in Section 144(3) of the Companies Act 2014 (save for the requirement of it that any limit for the time being on the number of directors provided for in these articles (if any) is to be observed) or in Section 144(4).
|
60.
|
The number of Directors shall be not less than two. If at any time the number of Directors holding office falls below two (or any greater number fixed by these Articles as the minimum number of Directors), the Director or Directors holding office may act for the purpose of appointing one or more additional Directors so as to increase the number to two (or such greater minimum number as aforesaid) or summoning a general meeting of the Company for such purpose, but may not act for any other purpose.
|
61.
|
A Director will not be required to hold any shares in the Company by way of qualification.
|
62.
|
The office of a Director shall be vacated:
|
a.
|
if he resigns his office, on the date on which notice of his resignation is delivered to the Secretary at the principal executive offices of the Company or tendered at a meeting of the Board or on such later date as may be specified in such notice; or
|
b.
|
on his being prohibited by law from being a Director; or
|
c.
|
on his ceasing to be a Director by virtue of any provision of the Companies Acts.
|
63.
|
The Company may, in accordance with Section 182 of the 1963 Act, remove any Director before the expiration of his term of office notwithstanding anything in these articles or in any agreement between the Company and such Director. Such removal shall be without prejudice to any claim such Director may have for damages for breach of any contract of service between him and the Company.
|
64.
|
A Director shall not be entitled to any fees for his services as a Director.
|
65.
|
|
a.
|
A Director who is in any way, whether directly or indirectly, interested in a contract or proposed contract with the Company shall comply with the provisions of Section 194 of the 1963 Act.
|
b.
|
A Director may vote in respect of any contract or proposed contract in which he has declared his interest in accordance with article 65(a) and will be counted in the quorum at any meeting on which any such vote is proposed.
|
66.
|
|
a.
|
A Director of the Company may be or become a director or other officer of, or otherwise interested in, any corporation promoted by the Company or in which the Company may be interested as shareholder or otherwise, and no such Director shall be accountable to the Company for any remuneration or other benefits received by him as a director or officer of, or from his interest in, such other corporation unless the Company otherwise directs.
|
b.
|
A Director may hold any other office or place of profit under the Company (other than the office of Auditor) in conjunction with his office of Director for such period and on such terms as to remuneration and otherwise as the Board may determine, and no Director or intending Director shall be disqualified by his office from contracting with the Company either with regard to his tenure of any such other office or place of profit or as vendor, purchaser or otherwise, nor shall any such contract or any contract or arrangement entered into by or on behalf of the Company in which any Director is in any way interested, be liable to be avoided, nor shall any Director so contracting or being so interested be liable to account to the Company for any profit realised by any such contract or arrangement by reason of such Director holding that office or of the fiduciary relation thereby established.
|
c.
|
Any Director may act by himself or his firm in a professional capacity for the Company, and he or his firm shall be entitled to remuneration for professional services as if he were
|
67.
|
Subject to the provisions of the Companies Acts and these articles, the Board shall manage the business and affairs of the Company and may exercise all of the powers of the Company as are not required by the Companies Acts or by these articles to be exercised by the Company in general meeting. No alteration of these articles shall invalidate any prior act of the Board which would have been valid if that alteration had not been made. The powers given by this article shall not be limited by any special power given to the Board by these articles and, except as otherwise expressly provided in these articles, a meeting of the Board at which a quorum is present shall be competent to exercise all of the powers, authorities and discretions vested in or exercisable by the Board.
|
68.
|
The Board may exercise all of the powers of the Company to borrow or raise money and to mortgage or charge all or any part of the undertaking, property and assets (present and future) and uncalled capital of the Company and, subject to Part III of the 1983 Act, to issue debentures and other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or of any other person.
|
69.
|
The Company may exercise the powers conferred by Section 41 of the 1963 Act with regard to having an official seal for use abroad and such powers shall be vested in the Board.
|
70.
|
All cheques, promissory notes, drafts, bills of exchange and other instruments, whether negotiable or transferable or not, and all receipts for money paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as the Board shall from time to time determine.
|
71.
|
The Board may exercise all of the powers of the Company to grant or procure the grant or provision of benefits, including pensions, annuities or other allowances, to or for any person, including any Director or former Director, who has held any executive office or employment with, or whose services have directly or indirectly been of benefit to, the Company or any Group Company or Affiliate or otherwise associated with any of them or a predecessor in business of the Company or of any such other corporation, and to or for any relation or dependant of any such person, and to contribute to any fund and pay premiums for the purchase or provision of any such benefit, or for the insurance of any such person.
|
72.
|
The Board may cause the voting power conferred by the shares in any other corporation or other person held or owned by the Company to be exercised in such manner in all respects as the Board thinks fit, including the exercise of votes in favour of any resolution appointing the Directors or any of them to be directors or officers of such other corporation or person or voting or providing for the payment of remuneration to any such Directors as the directors or officers of such other corporation or person.
|
73.
|
The Board may by power of attorney or otherwise (including by a duly passed resolution) appoint any person to be the attorney or agent of the Company and may delegate to such person any of the Board’s powers, authorities and discretions (with power to sub-delegate) for such period and subject to such conditions as it may think fit. The Board may revoke or vary any such appointment or delegation. Any such power of attorney or resolution or other document may contain such provisions for the protection and convenience of persons dealing with any such attorney or agent as the Board may think fit.
|
74.
|
The Board may from time to time provide for the management of the affairs of the Company in such manner as it shall think fit and the provisions contained in article 75 shall be without prejudice to the general powers conferred by this article.
|
75.
|
|
a.
|
The Board may delegate any of its powers, authorities and discretions (with power to sub-delegate) to any committee, consisting of such person or persons (whether Directors or not) as it thinks fit. The Board may make any such delegation on such terms and conditions with such restrictions as it thinks fit and either collaterally with, or to the exclusion of, its own powers and may from time to time revoke or vary such delegation. Any committee so formed shall, in the exercise of the powers, authorities and discretions so delegated, conform to any regulations or limitations that may be imposed on it by the Board. The power to delegate to a committee extends to all of the powers, authorities and discretions of the Board generally (including those conferred by article 68) and shall not be limited by the fact that in certain provisions of these articles, but not in others, express reference is made to a committee or to particular powers, authorities or discretions being exercised by the Board or by a committee of the Board.
|
b.
|
The meetings and proceedings of any committee of the Board consisting of two or more members shall be governed by the provisions contained in these articles for regulating the meetings and proceedings of the Board so far as they are capable of applying and are not superseded by any regulations imposed by the Board except that, unless otherwise determined by the Board, the quorum necessary for the transaction of business at any committee meeting shall be two members.
|
76.
|
The Board may meet to conduct business, adjourn and otherwise regulate its meetings (including notice thereof) as it thinks fit. Except where a greater majority is required by these articles, questions arising at any meeting shall be determined by a majority of the votes cast at a meeting at which there is a quorum. In the case of an equality of votes the motion shall be deemed to be lost and the chairman of the meeting shall not be entitled to a second or casting vote.
|
77.
|
A meeting of the Board may at any time be summoned by the chairman of the Board or by the chief executive officer, if he is a Director. The Secretary or any Assistant Secretary shall also summon a meeting of the Board on the requisition of a Director. Such meeting of the
|
78.
|
A Director may waive notice of any meeting either prospectively or retroactively or at the meeting in question. A Director in attendance at a meeting shall be deemed to have waived notice of such meeting. The provisions of article 33 shall apply
mutatis mutandis
with respect to notices of meetings of Directors.
|
79.
|
The quorum necessary for the transaction of the business of the Directors may be fixed by the Directors and unless so fixed shall be one-third of the Directors currently in office.
|
80.
|
The continuing Directors may act notwithstanding any vacancy in the Board, but if and so long as their number is reduced below the number fixed by or pursuant to article 79 as the necessary quorum of Directors the continuing Directors or Director may act for the purpose of increasing the number of Directors to that number, or of summoning a general meeting of the Company, but for no other purpose.
|
81.
|
At any meeting of the Board, the chairman of the Board shall preside or, in his absence, any Director holding the position of chief executive officer. However, if no chairman of the Board or Director holding the position of chief executive officer is present at the time appointed for holding the meeting, the Directors present may choose one of their number to be chairman of the meeting.
|
82.
|
A resolution in writing (in one or more counterparts), signed at the relevant time by all of the Directors then in office or all of the members of a committee of Directors then in office shall be as valid and effectual as if it had been passed at a meeting of the Directors or committee as the case may be duly convened and held.
|
83.
|
A meeting of the Board or any committee thereof may be held by such electronic means as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute presence in person at such meeting. Such a meeting will be deemed to take place where the largest group of those participating in the meeting is physically present together or, if there is no such group, where the chairman of the meeting then is.
|
84.
|
All acts done by the Board or by any committee or by any person acting as a Director or member of a committee or any person authorised by the Board or any committee shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any Director or such committee or person acting as aforesaid or that they or any of them were disqualified or had vacated their office, be as valid as if every such person had been duly appointed and was qualified and had continued to be a Director, member of such committee or person so authorised.
|
85.
|
|
a.
|
The Board may elect a chairman of the Board and determine the period for which he is to hold office and may appoint any person (whether or not a Director) to fill the position of chief executive officer (who may be the same person as the chairman of the Board). The chairman of the Board shall vacate that office if he vacates his office as a Director (otherwise than by the expiration of his term of office at a general meeting of the Company at which he is re-appointed).
|
b.
|
The Board may from time to time appoint one or more of its body to hold any office or position with the Company for such period and on such terms as the Board may determine and may revoke or terminate any such appointment. Any such revocation or termination shall be without prejudice to any claim for damages that such Director may have against the Company or the Company may have against such Director for any breach of any contract of service between him and the Company that may be involved in such revocation or termination or otherwise. Any person so appointed shall receive such remuneration, if any (whether by way of salary, commission, participation in profits or otherwise), as the Board may determine.
|
c.
|
In addition, the Board may appoint any person, whether or not he is a Director, to hold such executive or official position (except that of Auditor) as the Board may from time to time determine. The same person may hold more than one office or executive or official position.
|
d.
|
Any person elected or appointed pursuant to this article 85 shall hold his office or other position for such period and on such terms as the Board may determine and the Board may revoke or vary any such election or appointment at any time by resolution of the Board. Any such revocation or variation shall be without prejudice to any claim for damages that such person may have against the Company or the Company may have against such person for any breach of any contract of service between him and the Company which may be involved in such revocation or variation. If any such office or other position becomes vacant for any reason, the vacancy may be filled by the Board.
|
e.
|
Except as provided in the Companies Acts or these articles, the powers and duties of any person elected or appointed to any office or executive or official position pursuant to this article 85 shall be such as are determined from time to time by the Board.
|
f.
|
The use or inclusion of the word “officer” (or similar words) in the title of any executive or other position shall not be deemed to imply that the person holding such executive or other position is an “officer” of the Company within the meaning of the Companies Acts.
|
86.
|
|
a.
|
The Board shall cause minutes to be made and books kept for the purpose of recording all of the proceedings and attendance at meetings of the Board and of any committee of the Board and at meetings of the Shareholders and of any class or series of Shareholders of the Company.
|
b.
|
Subject to the requirements of the Companies Acts, the Board shall from time to time determine whether and to what extent and at what times and places and under what
|
87.
|
The Secretary shall be appointed by the Board at such remuneration (if any) and on such terms as it may think fit and any Secretary so appointed may be removed by the Board. Any revocation or variation of such position shall be without prejudice to any claim for damages that such person may have against the Company or the Company may have against such person for any breach of any contract of service between him and the Company which may be involved in such revocation or variation or otherwise.
|
88.
|
The duties of the Secretary shall be those prescribed by the Companies Acts, together with such other duties as shall from time to time be prescribed by the Board, and in any case, shall include the making and keeping of records of the votes, doings and proceedings of all meetings of the Shareholders and the Board of the Company, and committees, and the authentication of records of the Company.
|
89.
|
A provision of the Companies Acts or these articles requiring or authorising a thing to be done by or to a Director and the Secretary shall not be satisfied by its being done by or to the same person acting both as Director and as, or in the place of, the Secretary.
|
90.
|
|
a.
|
The Company, in accordance with article 69, may have for use in any territory outside Ireland one or more additional Seals, each of which shall be a duplicate of the Seal with or without the addition on its face of the name of one or more territories, districts or places where it is to be used and a securities seal as provided for in the Companies (Amendment) Act 1977.
|
b.
|
Any Authorized Person may affix the Seal of the Company over his signature alone to any document of the Company required to be authenticated or executed under Seal. Subject to the Companies Acts, any instrument to which a Seal is affixed shall be signed by one Authorized Person. As used in this article 90(b), “Authorized Person” means (i) any Director, the Secretary or any Assistant Secretary, and (ii) any other person authorized for such purpose by the Board from time to time (whether, in the case of this clause (ii), identified individually or collectively and whether identified by name, title, function or such other criteria as the Board may determine).
|
91.
|
|
a.
|
The Board may from time to time declare and pay such dividends to the Shareholders as appear to the Directors to be justified by the profits of the Company.
|
b.
|
The Board may declare and pay dividends in any currency that the Board in its discretion shall choose.
|
92.
|
Except insofar as the terms of issue of any shares otherwise provide, all shares outstanding on the record date for a dividend shall rank equally for such dividend.
|
93.
|
The Board may deduct from any dividend or other moneys payable to a Shareholder (either alone or jointly with another) by the Company on or in respect of any shares all sums of money (if any) due from him (either alone or jointly with another) to the Company in respect of shares of the Company.
|
94.
|
No dividend or other moneys payable by the Company on or in respect of any share shall bear interest against the Company, unless the terms of issue of that share otherwise expressly provide.
|
95.
|
|
a.
|
Any dividend or other sum payable in cash to the holder of a share may be paid by cheque, wire transfer or other means approved by the Board and, in the case of a cheque, may be sent through the post addressed to the holder at his address in the Register (or, in the case of joint holders, addressed to the holder whose name stands first in the Register in respect of the share at his registered address as appearing in the Register).
|
b.
|
Every such cheque or wire transfer shall, unless the holder or joint holders otherwise direct, be made payable to the order of the holder or, in the case of joint holders, to the order of one or more of the holders and shall be sent at his or their risk and payment of the cheque or wire transfer by the bank on which it is drawn or from which it is transferred (as the case may be) shall constitute a good discharge to the Company.
|
c.
|
In addition, any dividend or other sum payable to the holder of a share may be paid by a bank or other funds transfer system or by such other means as may be approved by the Board and to or through such person as the holder or joint holders may direct in writing, and the Company shall have no responsibility for any sums lost or delayed in the course of any such transfer or when it has acted on any such direction.
|
d.
|
Any one of two or more joint holders may give an effectual receipt for any dividend or other moneys payable or property distributable in respect of the shares held by such joint holders.
|
96.
|
|
a.
|
If (i) a payment for a dividend or other sum payable in respect of a share sent by the Company to the person entitled to it in accordance with these articles is left uncashed or is returned to the Company and, after reasonable enquiries, the Company is unable to establish any new address or, with respect to a payment to be made by a funds
|
b.
|
Subject to any applicable abandoned property, escheat or similar laws, any dividend or other distribution in respect of a share which is unclaimed for a period of 6 years from the date on which it became payable shall be forfeited and shall revert to the Company. The payment by the Company of any unclaimed dividend or other distribution payable on or in respect of a share into a separate account shall not constitute the Company a trustee in respect of it.
|
97.
|
The Board may, insofar as the Companies Acts permit, direct payment or satisfaction of any dividend or other distribution wholly or in part by the distribution of specific assets and, in particular, of fully or partly Paid Up shares or other securities of any other corporation; and, where any difficulty arises in regard to such dividend or distribution, the Board may settle it as it thinks expedient, and in particular may authorise any person to sell and transfer any fractions, or may ignore fractions altogether, and may fix the value for distribution or dividend purposes of any such specific assets, and may determine that cash payments shall be made to any Shareholders on the basis of the values so fixed in order to secure equality of distribution, and may vest any such specific assets in trustees as may seem expedient to the Board.
|
98.
|
The Board may, before declaring any dividend or other distribution, set aside out of the profits of the Company such sums as it thinks proper as reserves which shall, at the discretion of the Board, be applicable for any purpose of the Company and pending such application may, also at such discretion, either be employed in the business of the Company or be invested in such manner as the Board lawfully determines. The Board may also without placing the same to reserves carry forward any sums that it may think it prudent not to distribute.
|
99.
|
|
a.
|
The Board may cause any sum standing to the credit of any of the Company’s reserves (including any capital redemption reserve fund or share premium account) or to the credit of the profit and loss account to be capitalised and applied on behalf of the Shareholders who would have been entitled to receive the same if the same had been distributed by way of dividend and in the same proportions either in or towards paying up amounts for then unpaid on any shares held by them respectively or in paying up in full unissued shares or debentures of the Company of a nominal amount equal to the sum capitalised (such shares or debentures to be allotted and distributed credited as fully paid up to and amongst such holders in the proportions aforesaid) or partly in one way and partly in another, so however, that the only purpose for which sums standing to the credit of the capital redemption reserve fund or the share premium account shall be applied shall be those permitted by Sections 62 and 64 of the 1963 Act.
|
b.
|
The Board may capitalise any part of the amount standing to the credit of any of the Company’s reserve accounts or to the credit of the profit and loss account which is not available for distribution by applying such sum in paying up in full unissued shares to be allotted as fully paid bonus shares to those Shareholders of the Company who would have been entitled to that sum if it were distributed by way of dividend (and in the same proportions), and the Board shall give effect to such resolution.
|
100.
|
In pursuance of any act of the Board under article 99, the Board shall make all appropriations and applications of the undivided profits resolved to be capitalised thereby and all allotments and issues of fully paid shares or debentures, if any, and generally shall do all acts and things required to give effect thereto with full power to the Board to make such provision as it shall think fit for the case of shares or debentures becoming distributable in fractions (and, in particular, without prejudice to the generality of the foregoing, to sell the shares or debentures represented by such fractions and distribute the net proceeds of such sale amongst the Shareholders otherwise entitled to such fractions in due proportions) and also to authorise any person to enter on behalf of all of the Shareholders concerned into an agreement with the Company providing for the allotment to them respectively credited as fully paid up of any further shares or debentures to which they may become entitled on such capitalisation or, as the case may require, for the payment up by the application thereto of their respective proportions of the profits resolved to be capitalised of the amounts remaining unpaid on their existing shares and any agreement made under such authority shall be effective and binding on all such Shareholders.
|
101.
|
|
a.
|
Whenever a capitalisation issue of shares is made under article 99, the Board may, subject to the rights attached to any particular class or series of shares, also decide to offer any Shareholder the right to elect to forego his entitlement to receive additional shares under such capitalisation issue (or such part of his entitlement as the Board may determine) and to receive instead a payment in cash (a “cash option”) in accordance with the following provisions of this article 101.
|
b.
|
The amount payable under and all other terms of the cash option shall be decided by the Board, which may fix a limit on the extent to which an election for the cash option shall be effective (whether by reference to a part of any Shareholder’s total entitlement to additional shares or to the total number of additional shares in respect of which all such elections may be made on any occasion).
|
c.
|
The Board shall give notice to the Shareholders of their rights of election in respect of the cash option and shall specify the procedure to be followed in order to make an election.
|
d.
|
Payments to those Shareholders who elect to receive cash instead of their entitlement to further shares under such a capitalisation issue (“cash electors”) may, to the extent permitted by the Companies Acts, be made either (i) out of profits or reserves of the Company available for the payment of dividends or (ii) out of the net proceeds of sale of the shares to which the cash electors would have been entitled under such capitalisation issue but for their election to receive cash, or partly in one way and partly in the other, as the Board determines. To the extent that the Board determines that payment is to be made as in (ii) above, the Board shall be entitled to sell the additional shares to which the cash electors would have been entitled, to appoint some person to transfer those shares to the purchaser (who shall not be bound to see to the application of the purchase money nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings relating
|
e.
|
The Board may decide that Shareholders resident in territories where, in the opinion of the Board, compliance with local laws or regulations would be unduly onerous if those Shareholders were to receive additional shares, shall be deemed to have exercised rights of election to receive cash.
|
f.
|
The Board may determine that any sums due in respect of a cash option to all or some of those Shareholders whose registered addresses are in a particular territory shall be paid in a currency or currencies other than US dollars and, if it does so, the Board may fix or otherwise determine the basis of conversion into the other currency or currencies and payment of that converted amount in that currency shall be in full satisfaction of the entitlement to such sum.
|
102.
|
|
a.
|
The Board may, subject to the rights attached to any particular class or series of shares, offer any Shareholder the right to elect to receive further shares, credited as paid up, instead of cash in respect of all (or some part) of any dividend (a “scrip dividend”) in accordance with the following provisions of this article 102.
|
b.
|
The basis of allotment of the further shares shall be decided by the Board so that, as nearly as may be considered convenient, the value of the further shares, including any fractional entitlement, is equal to the amount of the cash dividend which would otherwise have been paid. For these purposes the value of the further shares shall be calculated in such manner as may be determined by the Board, but the value shall not in any event be less than the nominal value of a share.
|
c.
|
The Board shall give notice to the Shareholders of their rights of election in respect of the scrip dividend and shall specify the procedure to be followed in order to make an election.
|
d.
|
The dividend or that part of it in respect of which an election for the scrip dividend is made shall not be paid and instead further shares shall be allotted in accordance with elections duly made and the Board shall capitalise a sum equal to not less than the aggregate nominal value of, nor more than the aggregate “value” (as determined under article 102(b)) of, the shares to be allotted, as the Board may determine out of such sums available for the purpose as the Board may consider appropriate.
|
e.
|
The Board may decide that the right to elect for any scrip dividend shall not be made available to Shareholders resident in any territory where, in the opinion of the Board, compliance by the Company with local laws or regulations would be unduly onerous.
|
f.
|
The Board may do all acts and things considered necessary or expedient to give effect to the provisions of a scrip dividend election and the issue of any shares in accordance with the provisions of this article 102, and may make such provisions as it thinks fit for the case of shares becoming distributable in fractions (including provisions under which, in whole or in part, the benefit of fractional entitlements accrues to the Company rather than to the Shareholders concerned).
|
g.
|
The Board may from time to time establish or vary a procedure for election mandates, under which a holder of shares may, in respect of any future dividends for which a right of election pursuant to this article 102 is offered, elect to receive further shares in lieu of such dividend on the terms of such mandate.
|
103.
|
|
a.
|
The Board may fix, in advance, a date as the record date for the purpose of determining the Shareholders entitled to notice of, or to vote at, any meeting of the Shareholders or any adjournment thereof, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board.
|
b.
|
The Board may fix, in advance, a date as the record date for the purpose of determining the Shareholders entitled to receive payment of any dividend or other distribution or the allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of shares, or in order to make a determination of the Shareholders for the purpose of any other lawful action, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall not be more than 90 calendar days prior to such payment, allotment or other action.
|
104.
|
If no record date is fixed for the determination of Shareholders entitled to notice of or to vote at a meeting of Shareholders or Shareholders entitled to receive payment of a dividend or other distribution or the allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of shares, or in order to make a determination of the Shareholders for the purpose of any other such lawful action, the date on which notice of the meeting is issued or the date on which the resolution of the Board declaring such dividend or approving any other such lawful action is adopted, as the case may be, shall be the record date for such determination of Shareholders. When a determination of Shareholders entitled to vote at any meeting of Shareholders has been made as provided in this article, such determination shall apply to any adjournment thereof.
|
105.
|
|
a.
|
The Company shall be entitled to sell at the best price reasonably obtainable at the time of sale the shares of a Shareholder or the shares to which a person is entitled by transmission if and provided that:
|
i.
|
during a period of six years no dividend in respect of those shares has been claimed and at least three cash dividends have become payable on the shares in question;
|
ii.
|
on or after expiry of that period of six years the Company has inserted an advertisement in a newspaper circulating in the area of the last-registered address at which service of notices upon the Shareholder or person entitled by transmission may be effected in accordance with these articles and in a national newspaper published in the relevant country, giving notice of its intention to sell such shares;
|
iii.
|
during that period of six years and the period of three months following the publication of such advertisement the Company has not received any communication from such Shareholder or person entitled by transmission; and
|
iv.
|
if so required by the rules of any securities exchange upon which the shares in question are then listed, notice has been given to that exchange of the Company’s intention to make such sale.
|
a.
|
The Company’s power of sale shall extend to any share which, on or before the date or first date on which any advertisement referred to in clause (ii) of article 105(a) appears, is issued (by way of bonus or otherwise) in respect of a share to which article 105(c) applies.
|
b.
|
To give effect to any such sale the Board may authorise some person to transfer the shares to the purchaser who shall not be bound to see to the application of the purchase money nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale. The net proceeds of sale shall belong to the Company which shall be obliged to account to the former Shareholder or person entitled by transmission for an amount equal to such proceeds and shall enter the name of such former Shareholder or person entitled by transmission in the books of the Company as a creditor for such amount (and, provided that the Company shall have complied with this article 105 and any applicable abandoned property, escheat or similar laws, the Company shall have no other liability to any person). No trust shall be created in respect of the debt, no interest shall be payable in respect of the same and the Company shall not be required to account for any money earned on the net proceeds, which may be employed in the business of the Company or invested in such investments as the Board may from time to time think fit.
|
106.
|
Any notice or other document may be sent to, served on or delivered to any Shareholder by the Company either personally or by sending it by electronic record, facsimile, through the post (by airmail where applicable) in a pre-paid letter addressed to such Shareholder at his address as appearing in the Register or by any other means permitted under applicable law.
|
107.
|
Any notice or other document shall be deemed to have been served or delivered:
|
a.
|
if given by facsimile, 24 hours after the time such facsimile is transmitted and the appropriate confirmation is received
|
b.
|
if mailed, 24 hours after deposited in the mail, in a postage-prepaid letter addressed to the Shareholder at his address as it appears in the Register;
|
c.
|
if sent by email or other electronic transmission, 24 hours after such email or other electronic submission is transmitted; or
|
d.
|
if published as an electronic record on a website, 24 hours after the time that the notice or other document is published on the website, provided the Shareholder has previously consented to receipt of notice by means of such delivery as provided in article 110 or otherwise; and
|
e.
|
if given by any other means, when delivered at the applicable address;
|
108.
|
For purposes of these articles and the 1963 Act, a document shall be deemed to have been sent to a Shareholder if a notice is given, served, sent or delivered to the Shareholder in accordance with article 106 and the notice specifies the website or hyperlink or other electronic link at or through which the Shareholder may obtain a copy of the relevant document.
|
109.
|
Any notice of a general meeting of the Company shall be deemed to be duly given to a shareholder, or other person entitled to it, if it is sent to him by cable, telex, telecopier, electronic mail or other mode of representing or reproducing words in a legible and non-transitory form at his address as appearing in the Register or any other address given by him to the Company for this purpose. Any such notice shall be deemed to have been served 24 hours after its dispatch.
|
110.
|
Any requirement in these articles for the consent of a Shareholder in regard to the receipt by such Shareholder of electronic mail or other means of electronic communications approved by the Board, including the receipt of the Company’s audited accounts and the Directors’ and auditors’ reports thereon, shall be deemed to have been satisfied where the Company has sent written notice to the Shareholder informing him of its intention to use electronic communications for such purposes and the Shareholder has not, within four weeks of the issue of such notice, served an objection in writing to the Company to such proposal. Where a Shareholder has given, or is deemed to have given, his consent to the receipt by such Shareholder of electronic mail or other means of electronic communications approved by the
|
111.
|
In the case of joint holders of a Share, service or delivery of any notice or other document on or to the joint holder first named on the Register shall for all purposes be deemed as sufficient service on or delivery to all of the joint holders.
|
112.
|
Any notice or other document delivered, sent or given to a shareholder in any manner permitted by these articles shall, notwithstanding that such shareholder is then dead or bankrupt or that any other event has occurred, and whether or not the Company has notice of the death or bankruptcy or other event, be deemed to have been duly served or delivered in respect of any share registered in the name of such shareholder as sole or joint holder unless his name shall, at the time of the service or delivery of the notice or document, have been removed from the Register as the holder of the share, and such service or delivery shall for all purposes be deemed as sufficient service or delivery of such notice or document on all persons interested (whether jointly with or as claiming through or under him) in the share.
|
113.
|
In the case of a person entitled by transmission to a share whose entitlement has been noted in the Register, any notice or other document shall be served on or delivered to him as if he were the holder of that share and his address noted in the Register were his registered address. A notice may be given by the Company to any other person entitled by transmission to a share by sending it through the post in a prepaid letter addressed to such person by name or by title of representatives of the deceased or official assignee in bankruptcy or by any like description at the address supplied for the purpose by the person claiming to be so entitled, or (until such an address has been so supplied) by giving the notice in any manner in which the same might have been given if the death or bankruptcy had not occurred.
|
114.
|
The signature (whether electronic signature, an advanced electronic signature or otherwise) to any notice to be given by the Company may be written (in electronic form or otherwise) or printed.
|
115.
|
If the Company is wound up, the liquidator may, with the sanction of a Special Resolution and any other sanction required under applicable law:
|
a.
|
divide among the Shareholders in cash or in kind the whole or any part of the assets of the Company (whether they consist of property of the same kind or not) and for such purposes set such value as he deems fair on any property to be so divided and determine how such division shall be carried out as between the Shareholders or different classes or series of Shareholders (without prejudice to the rights attaching to any class or series of shares by virtue of these articles or the terms of issue of any such shares); and
|
b.
|
vest the whole or any part of such assets in trustees upon such trusts for the benefit of the contributories as the liquidator thinks fit, but so that no Shareholder shall be compelled to accept any shares or other assets upon which there is any liability.
|
116.
|
In case of a sale by the liquidator under Section 260 of the 1963 Act, the liquidator may by the contract of sale agree to bind all of the Shareholders for the allotment to the Shareholders direct of the proceeds of sale in proportion to their respective interests in the Company and may further by the contract set a time at the expiration of which obligations or shares not accepted or required to be sold shall be deemed to have been irrevocably refused and be at the disposal of the Company, but so that nothing herein contained shall be taken to diminish, prejudice or affect the rights of dissenting Shareholders conferred by the said Section.
|
117.
|
The power of sale of the liquidator shall include a power to sell wholly or partially for debentures, debenture stock, or other obligations of another corporation, either then already constituted or about to be constituted for the purpose of carrying out the sale.
|
118.
|
|
a.
|
Subject to articles 118(g) and 118(h), the Company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action, suit or proceeding by or in the right of the Company) by reason of the fact that he or she is or was an Indemnified Person, against expenses (including legal fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such Indemnified Person in connection with such action, suit or proceeding if such Indemnified Person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, or reasonably believed to be in or not opposed to the best interests of the relevant employee benefit plan of the Company or any Group Company, and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of
nolo contendere
or its equivalent, shall not, of itself, create a presumption that the Indemnified Person (i) did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company, or reasonably believed to be in or not opposed to the best interests of such employee benefit plan, and (ii) with respect to any criminal proceeding, had reasonable cause to believe his or her conduct was unlawful.
|
b.
|
Subject to articles 118(g) and 118(h), the Company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favour by reason of the fact that he or she is or was an Indemnified Person, against expenses (including legal fees) actually and reasonably incurred by such Indemnified Person in connection with such action, suit or proceeding if such Indemnified Person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, or reasonably
|
c.
|
Subject to articles 118(g) and 118(h), to the extent that an Indemnified Person shall be successful on the merits or otherwise in defense, of any action, suit or proceeding referred to in articles 118(a) and 118(b) above, or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including legal fees) actually and reasonably incurred by him or her in connection therewith.
|
d.
|
Any indemnification under articles 118(a) and 118(b) above (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the Indemnified Person is proper in the circumstances because he or she has met the applicable standard of conduct set forth in articles 118(a) and 118(b). Such determination shall be made (i) by the Board by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding, or (ii) if such a quorum is not obtainable (or, even if obtainable, if a quorum of disinterested Directors so directs), by independent legal counsel in a written opinion, or (iii) by the Shareholders entitled to vote at general meetings of the Company.
|
e.
|
The Board shall have power to purchase and maintain insurances for the benefit of any persons who are or were at any time Indemnified Persons or employees or agents of the Company, or any Group Company or of any other corporation or employee benefit plan in which the Company or any Group Company has any direct or indirect interest, including insurance against any liability incurred by such persons in respect of any act or omission in the actual or purported performance of their duties or powers or offices in relation to the Company or such other corporation.
|
f.
|
Subject to articles 118(g) and 118(h), expenses incurred by an Indemnified Person in defending a civil or criminal action, suit or proceeding may be paid by the Company in advance of the final disposition of such action, suit or proceeding as authorized by the Board in the manner provided in article 118(d), upon receipt of an undertaking by or on behalf of the Indemnified Person to repay such amount unless it shall ultimately be determined that he or she is entitled to be indemnified by the Company as authorized in this article 118.
|
g.
|
The provisions for indemnity contained in these articles shall have effect to the fullest extent permitted by law, but shall not extend to any matter which would render them void pursuant to the Companies Acts.
|
h.
|
The rights to indemnification and reimbursement of expenses provided by these articles are in addition to (i) any other rights to which a person may be entitled, including any other rights under these articles, under any other applicable bye-laws or articles of any other corporation, under any agreement, under any insurance purchased by the Company or any Group Company, pursuant to any vote of shareholders or disinterested Directors, or pursuant to the direction (however embodied) of any court of competent jurisdiction, both as to action in his or her official capacity while holding such office and as to action in another capacity while holding such office, and (ii) the power of the Company to indemnify or otherwise make payments (without prior commitment upon the authorization of the Board) of the type contemplated by this article 118
in respect of any person who is or was an employee, office holder or director of the Company or of another corporation, any joint venture, trust or other enterprise which he is serving or has served at the request of the Company. The indemnification provided by this article shall continue as to a person who has ceased to be an Indemnified Person and shall inure to the benefit of his heirs, executors and administrators.
|
i.
|
In this article 118, the term “Indemnified Person” means any officer of the Company (including any Director or Secretary) or any other person appointed pursuant to article 85, any member of a committee constituted under article 75, any person acting as an office holder of the Company, any person holding any other executive or official position of the Company, any employee or agent of the Company, and any person serving at the request of the Company as a director, officer or employee of another corporation, partnership, joint venture, trust or other enterprise or in a fiduciary or other capacity with respect to any employee benefit plan maintained by the Company or any Group Company. As used in this article, references to the “Company” include all constituent companies in a consolidation or merger in which the Company or a predecessor to the Company by consolidation or merger was involved.
|
j.
|
To the fullest extent permitted under Irish law, no Director, officer of the Company or other person appointed pursuant to article 85 (each, a “
Covered Person
”) shall be liable or answerable for the acts, receipts, neglects, or defaults of any other Covered Person or for joining in any receipt or other act for conformity or for any loss or expense happening to the Company through the insufficiency or deficiency of any security in or upon which any of the monies of the Company shall be invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person with whom any monies, securities or effects shall be deposited, or for any loss occasioned by any error of judgment or oversight on his or her part, or for any other loss, damage, or misfortune whatever which shall happen in or about the execution of the duties of his or her office or other position with the Company or in relation thereto, unless the same happen through his or her own willful neglect or willful default.
|
119.
|
The Company may by Special Resolution amend or alter these articles of association.
|
120.
|
|
a.
|
In these Articles, the Scheme means the scheme or arrangement between the Company and the holders of the Ordinary Shares dated May 11, 2016 under Sections 449 to 445 of the Companies Act 2014 in its original form or with or subject to any modifications, additions or conditions as may approved or imposed by the Court and expressions defined in the Scheme and (if not so defined) in the document constituting the scheme circular circulated with the Scheme under Section 452 of the Companies Act 2014 shall have the same meanings in this Article.
|
b.
|
Notwithstanding any other provisions of these Articles, if the Company allots or issues any Ordinary Shares (other than to XL Group Ltd or its nominees) on or after the adoption of this Article and prior to the Cancellation Record Time, such Ordinary Shares shall be allotted and issued subject to the terms of the Scheme and the holder or holders of those Ordinary Shares shall be bound by the Scheme accordingly.
|
c.
|
Notwithstanding any other provision of these Articles, if any new Ordinary Shares are allotted or issued to any person (a "new member") (other than under the Scheme or to XL Group Ltd or its nominees) (i) on or after the Cancellation Record Time or (ii) otherwise, after the adoption of this Article in any circumstances in which neither the Scheme nor Article 120(b) above applies, XL Group Ltd may, provided that the Scheme has become effective, have such Ordinary Shares transferred immediately, free of all encumbrances, to XL Group Ltd and/or its nominee(s) in consideration of the issue by XL Group Ltd to the new member of the number of common shares of US$0.01 each in the capital of XL Group Ltd to which the new member would have been entitled under the Scheme at the Cancellation Record Time.
|
d.
|
In order to give effect to any such transfer required by this Article 120, the Company may appoint any person to execute and deliver a form of transfer on behalf of, or as attorney for, the new member in favour of XL Group Ltd and/or its nominee(s). Pending the registration of XL Group Ltd as a holder of any Ordinary Share to be transferred under this Article 120, the new member shall not be entitled to exercise any rights attaching to any such Ordinary Share unless so agreed by XL Group Ltd and XL Group Ltd shall be irrevocably empowered to appoint a person nominated by the Directors of XL Group Ltd to act as attorney or agent on behalf of any holder or holders of that Ordinary Share in accordance with any directions XL Group Ltd may give in relation to any dealings with or disposal of that Ordinary Share (or any interest in it), the exercise of any rights attached to it or receipt of any distribution or other benefit accruing or payable in respect of it and any holder or holders of that ordinary Share must exercise all rights attaching to it in accordance with the directions of XL Group Ltd. The Company shall not be obliged to issue a certificate to the new member for any such Ordinary Share.
|
e.
|
No right of pre-emption granted to any holder or holders of Ordinary Shares nor to any other person whatsoever shall apply to the allotment or issue of Ordinary Shares pursuant to the Scheme of Arrangement.
|
XL GROUP LTD
|
||||
By:
|
|
|||
|
Name:
|
|
||
|
Title:
|
|
||
|
||||
Address:
|
|
|||
|
|
|||
|
|
|||
Facsimile:
|
|
INDEMNITEE
|
||||
By:
|
|
|||
|
Name:
|
|
||
|
Title:
|
|
||
|
||||
Address:
|
|
|||
|
|
|||
|
|
|||
Facsimile:
|
|
A.
|
The Indemnitor entered into the Deed Poll on the terms and subject to the conditions set forth therein.
|
B.
|
The Indemnitor now desires to amend the Deed Poll as hereinafter set forth.
|
1.
|
Parties
.
|
2.
|
Definitions
.
|
3.
|
Continuing Obligations
.
|
4.
|
Law and Jurisdiction
.
|
ITEM 8.
|
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
Index to Consolidated Financial Statements
|
Page
|
Consolidated Balance Sheets at December 31, 2015 and 2014
|
|
Consolidated Statements of Income for the years ended December 31, 2015, 2014 and 2013
|
|
Consolidated Statements of Comprehensive Income for the years ended December 31, 2015, 2014 and 2013
|
|
Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2015, 2014 and 2013
|
|
Consolidated Statements of Cash Flows for the years ended December 31, 2015, 2014 and 2013
|
|
Notes to Consolidated Financial Statements for the years ended December 31, 2015, 2014 and 2013
|
(U.S. dollars in thousands, except share data)
|
2015
|
|
2014
|
||||
ASSETS
|
|||||||
Investments:
|
|
|
|
||||
Fixed maturities, at fair value (amortized cost: 2015, $31,517,654; 2014, $27,728,771)
|
$
|
32,257,589
|
|
|
$
|
29,359,034
|
|
Equity securities, at fair value (cost: 2015, $834,079; 2014, $763,833)
|
878,919
|
|
|
868,292
|
|
||
Short-term investments, at fair value (amortized cost: 2015, $618,851; 2014, $257,221)
|
617,390
|
|
|
256,727
|
|
||
Total investments available for sale
|
$
|
33,753,898
|
|
|
$
|
30,484,053
|
|
Fixed maturities, at fair value (amortized cost: 2015, $1,263,609; 2014, $1,180)
|
1,235,699
|
|
|
1,171
|
|
||
Short-term investments, at fair value (amortized cost: 2015, $60,176; 2014, nil)
|
60,330
|
|
|
—
|
|
||
Total investments trading
|
$
|
1,296,029
|
|
|
$
|
1,171
|
|
Investments in affiliates
|
1,708,899
|
|
|
1,637,620
|
|
||
Other investments
|
1,433,057
|
|
|
1,248,439
|
|
||
Total investments
|
$
|
38,191,883
|
|
|
$
|
33,371,283
|
|
Cash and cash equivalents
|
3,256,236
|
|
|
2,521,814
|
|
||
Restricted cash
|
154,992
|
|
|
—
|
|
||
Accrued investment income
|
312,667
|
|
|
315,964
|
|
||
Deferred acquisition costs and value of business acquired
|
890,568
|
|
|
354,533
|
|
||
Ceded unearned premiums
|
1,821,793
|
|
|
952,525
|
|
||
Premiums receivable
|
4,712,493
|
|
|
2,473,736
|
|
||
Reinsurance balances receivable
|
418,666
|
|
|
131,519
|
|
||
Unpaid losses and loss expenses recoverable
|
5,262,706
|
|
|
3,429,368
|
|
||
Receivable from investments sold
|
231,158
|
|
|
92,762
|
|
||
Goodwill and other intangible assets
|
2,210,266
|
|
|
447,952
|
|
||
Deferred tax asset
|
282,311
|
|
|
204,491
|
|
||
Other assets
|
937,199
|
|
|
750,872
|
|
||
Total assets
|
$
|
58,682,938
|
|
|
$
|
45,046,819
|
|
|
|
|
|
||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|||||||
Liabilities:
|
|
|
|
||||
Unpaid losses and loss expenses
|
$
|
25,439,744
|
|
|
$
|
19,353,243
|
|
Deposit liabilities
|
1,168,376
|
|
|
1,245,367
|
|
||
Future policy benefit reserves
|
4,163,500
|
|
|
4,707,199
|
|
||
Funds withheld on GreyCastle life retrocession arrangements (net of future policy benefit reserves recoverable: 2015, $3,719,131; 2014, $4,265,678)
|
914,629
|
|
|
1,155,016
|
|
||
Unearned premiums
|
7,043,358
|
|
|
3,973,132
|
|
||
Notes payable and debt
|
2,644,970
|
|
|
1,662,580
|
|
||
Reinsurance balances payable
|
2,117,727
|
|
|
493,230
|
|
||
Payable for investments purchased
|
130,060
|
|
|
42,291
|
|
||
Deferred tax liability
|
120,651
|
|
|
66,246
|
|
||
Other liabilities
|
1,285,460
|
|
|
912,749
|
|
||
Total liabilities
|
$
|
45,028,475
|
|
|
$
|
33,611,053
|
|
Commitments and Contingencies
|
|
|
|
||||
Shareholders’ Equity:
|
|
|
|
||||
Ordinary shares, 999,990,000 authorized, par value $0.01; issued and outstanding (2015, 294,745,045; 2014, 255,182,955)
|
$
|
2,947
|
|
|
$
|
2,552
|
|
Additional paid in capital
|
8,910,167
|
|
|
7,359,102
|
|
||
Accumulated other comprehensive income
|
686,616
|
|
|
1,484,458
|
|
||
Retained earnings
|
2,077,349
|
|
|
1,187,639
|
|
||
Shareholders’ equity attributable to XL Group plc
|
$
|
11,677,079
|
|
|
$
|
10,033,751
|
|
Non-controlling interest in equity of consolidated subsidiaries
|
1,977,384
|
|
|
1,402,015
|
|
||
Total shareholders’ equity
|
$
|
13,654,463
|
|
|
$
|
11,435,766
|
|
Total liabilities and shareholders’ equity
|
$
|
58,682,938
|
|
|
$
|
45,046,819
|
|
(U.S. dollars in thousands, except per share data)
|
2015
|
|
2014
|
|
2013
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Net premiums earned
|
$
|
8,226,425
|
|
|
$
|
5,895,070
|
|
|
$
|
6,309,521
|
|
Net investment income:
|
|
|
|
|
|
||||||
Net investment income - excluding Life Funds Withheld Assets
|
684,881
|
|
|
789,050
|
|
|
957,716
|
|
|||
Net investment income - Life Funds Withheld Assets
|
187,489
|
|
|
129,575
|
|
|
—
|
|
|||
Total net investment income
|
$
|
872,370
|
|
|
$
|
918,625
|
|
|
$
|
957,716
|
|
Realized investment gains (losses):
|
|
|
|
|
|
||||||
Net realized gains (losses) on investments sold - excluding Life Funds Withheld Assets
|
$
|
102,957
|
|
|
$
|
158,733
|
|
|
$
|
104,076
|
|
Other-than-temporary impairments ("OTTI") on investments - excluding Life Funds Withheld Assets
|
(81,987
|
)
|
|
(33,508
|
)
|
|
(10,266
|
)
|
|||
OTTI on investments transferred to (from) other comprehensive income - excluding Life Funds Withheld Assets
|
(973
|
)
|
|
(2,234
|
)
|
|
(6,033
|
)
|
|||
Net realized gains (losses) on investments sold - Life Funds Withheld Assets
|
223,272
|
|
|
5,067
|
|
|
—
|
|
|||
OTTI on investments - Life Funds Withheld Assets
|
(13,357
|
)
|
|
(20,587
|
)
|
|
—
|
|
|||
Net unrealized gains (losses) on investments, trading securities ("Trading") - Life Funds Withheld Assets
|
(27,734
|
)
|
|
(9
|
)
|
|
—
|
|
|||
Total net realized gains (losses) on investments, and net unrealized gains (losses) on investments, Trading - Life Funds Withheld Assets
|
$
|
202,178
|
|
|
$
|
107,462
|
|
|
$
|
87,777
|
|
Net realized and unrealized gains (losses) on derivative instruments
|
53,123
|
|
|
29,886
|
|
|
7,798
|
|
|||
Net realized and unrealized gains (losses) on life retrocession embedded derivative and derivative instruments - Life Funds Withheld Assets
|
(151,691
|
)
|
|
(488,222
|
)
|
|
—
|
|
|||
Income (loss) from investment fund affiliates
|
73,320
|
|
|
95,816
|
|
|
138,391
|
|
|||
Fee income and other
|
33,201
|
|
|
43,630
|
|
|
40,031
|
|
|||
Total revenues
|
$
|
9,308,926
|
|
|
$
|
6,602,267
|
|
|
$
|
7,541,234
|
|
Expenses:
|
|
|
|
|
|
||||||
Net losses and loss expenses incurred
|
$
|
4,766,200
|
|
|
$
|
3,258,393
|
|
|
$
|
3,731,464
|
|
Claims and policy benefits
|
115,997
|
|
|
242,963
|
|
|
465,702
|
|
|||
Acquisition costs
|
1,317,448
|
|
|
738,118
|
|
|
909,323
|
|
|||
Operating expenses
|
1,966,939
|
|
|
1,341,315
|
|
|
1,213,178
|
|
|||
Foreign exchange (gains) losses
|
22,504
|
|
|
(37,568
|
)
|
|
(28,243
|
)
|
|||
Loss on sale of life reinsurance subsidiary
|
—
|
|
|
666,423
|
|
|
—
|
|
|||
Extinguishment of debt
|
5,592
|
|
|
—
|
|
|
—
|
|
|||
Interest expense
|
205,215
|
|
|
134,106
|
|
|
155,462
|
|
|||
Total expenses
|
$
|
8,399,895
|
|
|
$
|
6,343,750
|
|
|
$
|
6,446,886
|
|
Income (loss) before income tax and income (loss) from operating affiliates
|
909,031
|
|
|
258,517
|
|
|
1,094,348
|
|
|||
Income (loss) from operating affiliates
|
44,740
|
|
|
107,218
|
|
|
119,804
|
|
|||
Gain on sale of operating affiliate
|
340,407
|
|
|
—
|
|
|
—
|
|
|||
Provision (benefit) for income tax
|
(19,161
|
)
|
|
96,897
|
|
|
77,505
|
|
|||
Net income (loss)
|
$
|
1,313,339
|
|
|
$
|
268,838
|
|
|
$
|
1,136,647
|
|
Non-controlling interests
|
106,187
|
|
|
80,498
|
|
|
76,731
|
|
|||
Net income (loss) attributable to ordinary shareholders
|
$
|
1,207,152
|
|
|
$
|
188,340
|
|
|
$
|
1,059,916
|
|
Weighted average ordinary shares and ordinary share equivalents outstanding, in thousands – basic
|
286,194
|
|
|
267,103
|
|
|
287,801
|
|
|||
Weighted average ordinary shares and ordinary share equivalents outstanding, in thousands – diluted
|
290,999
|
|
|
271,527
|
|
|
292,069
|
|
|||
Earnings (loss) per ordinary share and ordinary share equivalent – basic
|
$
|
4.22
|
|
|
$
|
0.71
|
|
|
$
|
3.68
|
|
Earnings (loss) per ordinary share and ordinary share equivalent – diluted
|
$
|
4.15
|
|
|
$
|
0.69
|
|
|
$
|
3.63
|
|
(U.S. dollars in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Net income (loss) attributable to ordinary shareholders
|
$
|
1,207,152
|
|
|
$
|
188,340
|
|
|
$
|
1,059,916
|
|
Change in net unrealized gains (losses) on investments - excluding Life Funds Withheld Assets, net of tax
|
(530,030
|
)
|
|
434,051
|
|
|
(750,755
|
)
|
|||
Unrealized gains on held to maturity investment portfolio at time of transfer to available for sale, net of tax
|
—
|
|
|
424,861
|
|
|
—
|
|
|||
Change in adjustments related to future policy benefit reserves, net of tax
|
170,688
|
|
|
(400,456
|
)
|
|
(44,660
|
)
|
|||
Change in net unrealized gains (losses) on investments - Life Funds Withheld Assets, net of tax
|
(421,604
|
)
|
|
274,083
|
|
|
—
|
|
|||
Change in net unrealized gains (losses) on affiliate and other investments, net of tax
|
(6,074
|
)
|
|
35,143
|
|
|
26,637
|
|
|||
Change in OTTI losses recognized in other comprehensive income, net of tax
|
18,545
|
|
|
13,143
|
|
|
32,181
|
|
|||
Change in underfunded pension liability
|
(3,852
|
)
|
|
(7,550
|
)
|
|
7,653
|
|
|||
Change in value of cash flow hedge
|
(200
|
)
|
|
255
|
|
|
439
|
|
|||
Foreign currency translation adjustments
|
(25,315
|
)
|
|
(25,729
|
)
|
|
(54,858
|
)
|
|||
Comprehensive income (loss)
|
$
|
409,310
|
|
|
$
|
936,141
|
|
|
$
|
276,553
|
|
(U.S. dollars in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Ordinary Shares:
|
|
|
|
|
|
||||||
Balance – beginning of year
|
$
|
2,552
|
|
|
$
|
2,783
|
|
|
$
|
2,987
|
|
Issuance of ordinary shares
|
515
|
|
|
12
|
|
|
13
|
|
|||
Buybacks of ordinary shares
|
(125
|
)
|
|
(247
|
)
|
|
(226
|
)
|
|||
Exercise of stock options
|
5
|
|
|
4
|
|
|
9
|
|
|||
Balance – end of year
|
$
|
2,947
|
|
|
$
|
2,552
|
|
|
$
|
2,783
|
|
Additional Paid in Capital:
|
|
|
|
|
|
||||||
Balance – beginning of year
|
$
|
7,359,102
|
|
|
$
|
7,994,100
|
|
|
$
|
8,584,752
|
|
Issuance of ordinary shares
|
1,851,046
|
|
|
27
|
|
|
29
|
|
|||
Buybacks of ordinary shares
|
(370,395
|
)
|
|
(708,993
|
)
|
|
(639,292
|
)
|
|||
Exercise of stock options
|
9,972
|
|
|
6,363
|
|
|
12,614
|
|
|||
Share-based compensation expense
|
60,442
|
|
|
67,605
|
|
|
35,997
|
|
|||
Balance – end of year
|
$
|
8,910,167
|
|
|
$
|
7,359,102
|
|
|
$
|
7,994,100
|
|
Accumulated Other Comprehensive Income (Loss):
|
|
|
|
|
|
||||||
Balance – beginning of year
|
$
|
1,484,458
|
|
|
$
|
736,657
|
|
|
$
|
1,520,020
|
|
Change in net unrealized gains (losses) on investments - excluding Life Funds Withheld Assets, net of tax
|
(530,030
|
)
|
|
434,051
|
|
|
(750,755
|
)
|
|||
Unrealized gains on held to maturity investment portfolio at time of transfer to available for sale, net of tax
|
—
|
|
|
424,861
|
|
|
—
|
|
|||
Change in adjustments related to future policy benefit reserves
|
170,688
|
|
|
(400,456
|
)
|
|
(44,660
|
)
|
|||
Change in net unrealized gains (losses) on investments - Life Funds Withheld Assets, net of tax
|
(421,604
|
)
|
|
274,083
|
|
|
—
|
|
|||
Change in net unrealized gains (losses) on affiliate and other investments, net of tax
|
(6,074
|
)
|
|
35,143
|
|
|
26,637
|
|
|||
Change in OTTI losses recognized in other comprehensive income, net of tax
|
18,545
|
|
|
13,143
|
|
|
32,181
|
|
|||
Change in underfunded pension liability
|
(3,852
|
)
|
|
(7,550
|
)
|
|
7,653
|
|
|||
Change in value of cash flow hedge
|
(200
|
)
|
|
255
|
|
|
439
|
|
|||
Foreign currency translation adjustments
|
(25,315
|
)
|
|
(25,729
|
)
|
|
(54,858
|
)
|
|||
Balance – end of year
|
$
|
686,616
|
|
|
$
|
1,484,458
|
|
|
$
|
736,657
|
|
Retained Earnings (Deficit):
|
|
|
|
|
|
||||||
Balance – beginning of year
|
$
|
1,187,639
|
|
|
$
|
1,264,093
|
|
|
$
|
402,319
|
|
Net income (loss) attributable to ordinary shareholders
|
1,207,152
|
|
|
188,340
|
|
|
1,059,916
|
|
|||
Dividends on ordinary shares
|
(211,814
|
)
|
|
(172,081
|
)
|
|
(162,044
|
)
|
|||
Buybacks of ordinary shares
|
(98,451
|
)
|
|
(92,713
|
)
|
|
(36,098
|
)
|
|||
Share based compensation
|
$
|
(7,177
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Balance – end of year
|
$
|
2,077,349
|
|
|
$
|
1,187,639
|
|
|
$
|
1,264,093
|
|
Non-controlling Interest in Equity of Consolidated Subsidiaries:
|
|
|
|
|
|
||||||
Balance – beginning of year
|
$
|
1,402,015
|
|
|
$
|
1,351,665
|
|
|
$
|
1,346,325
|
|
Non-controlling interests – contributions
|
23,610
|
|
|
48,261
|
|
|
7,747
|
|
|||
Non-controlling interests – distributions
|
(19,001
|
)
|
|
(1,666
|
)
|
|
(37
|
)
|
|||
Non-controlling interests - acquired
|
562,285
|
|
|
—
|
|
|
—
|
|
|||
Non-controlling interests
|
7,466
|
|
|
3,755
|
|
|
(500
|
)
|
|||
Non-controlling interest share in change in accumulated other comprehensive income (loss)
|
1,009
|
|
|
—
|
|
|
(29
|
)
|
|||
Non-controlling interests - deconsolidation
|
—
|
|
|
—
|
|
|
(1,841
|
)
|
|||
Balance – end of year
|
$
|
1,977,384
|
|
|
$
|
1,402,015
|
|
|
$
|
1,351,665
|
|
Total Shareholders’ Equity
|
$
|
13,654,463
|
|
|
$
|
11,435,766
|
|
|
$
|
11,349,298
|
|
(U.S. dollars in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Cash flows provided by (used in) operating activities:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
1,313,339
|
|
|
$
|
268,838
|
|
|
$
|
1,136,647
|
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
|
|
|
|
|
|
||||||
Total net realized (gains) losses on investments and net unrealized (gains) losses on investments, Trading - Life Funds Withheld Assets
|
(202,178
|
)
|
|
(107,462
|
)
|
|
(87,777
|
)
|
|||
Net realized and unrealized (gains) losses on derivative instruments
|
(53,123
|
)
|
|
(29,886
|
)
|
|
(7,798
|
)
|
|||
Net realized and unrealized (gains) losses on life retrocession embedded derivative and derivative instruments - Life Funds Withheld Assets
|
151,691
|
|
|
488,222
|
|
|
—
|
|
|||
Amortization of premiums (discounts) on fixed maturities
|
194,824
|
|
|
153,849
|
|
|
166,621
|
|
|||
(Income) loss from investment fund and operating affiliates
|
(46,072
|
)
|
|
(129,915
|
)
|
|
(229,386
|
)
|
|||
Loss on sale of life reinsurance subsidiary
|
—
|
|
|
666,423
|
|
|
—
|
|
|||
Gain on sale of operating affiliate
|
(340,407
|
)
|
|
—
|
|
|
—
|
|
|||
Share based compensation
|
74,431
|
|
|
81,287
|
|
|
46,489
|
|
|||
Depreciation and amortization
|
92,313
|
|
|
56,118
|
|
|
56,229
|
|
|||
Accretion of deposit liabilities
|
43,633
|
|
|
11,195
|
|
|
47,256
|
|
|||
Changes in:
|
|
|
|
|
|
||||||
Unpaid losses and loss expenses
|
(211,831
|
)
|
|
(427,528
|
)
|
|
(88,636
|
)
|
|||
Future policy benefit reserves
|
(278,818
|
)
|
|
(229,204
|
)
|
|
(164,923
|
)
|
|||
Funds withheld on life retrocession arrangements, net
|
(210,943
|
)
|
|
(218,144
|
)
|
|
—
|
|
|||
Unearned premiums
|
(528,214
|
)
|
|
253,396
|
|
|
65,279
|
|
|||
Premiums receivable
|
156,168
|
|
|
15,248
|
|
|
(27,334
|
)
|
|||
Unpaid losses and loss expenses recoverable
|
(439,548
|
)
|
|
(44,688
|
)
|
|
(36,897
|
)
|
|||
Ceded unearned premiums
|
237,017
|
|
|
(191,242
|
)
|
|
(196,674
|
)
|
|||
Reinsurance balances receivable
|
2,319
|
|
|
(17,736
|
)
|
|
(60,317
|
)
|
|||
Deferred acquisition costs and value of business acquired
|
126,455
|
|
|
303,998
|
|
|
8,532
|
|
|||
Reinsurance balances payable
|
229,205
|
|
|
160,916
|
|
|
161,132
|
|
|||
Deferred tax asset – net
|
(47,924
|
)
|
|
(33,735
|
)
|
|
(29,230
|
)
|
|||
Derivatives
|
185,300
|
|
|
42,187
|
|
|
(22,324
|
)
|
|||
Other assets
|
17,054
|
|
|
33,344
|
|
|
(26,945
|
)
|
|||
Other liabilities
|
123,897
|
|
|
(147,744
|
)
|
|
60,331
|
|
|||
Other
|
26,968
|
|
|
5,447
|
|
|
9,702
|
|
|||
Total adjustments
|
$
|
(697,783
|
)
|
|
$
|
694,346
|
|
|
$
|
(356,670
|
)
|
Net cash provided by (used in) operating activities
|
$
|
615,556
|
|
|
$
|
963,184
|
|
|
$
|
779,977
|
|
Cash flows provided by (used in) investing activities:
|
|
|
|
|
|
||||||
Proceeds from sale of fixed maturities and short-term investments
|
$
|
16,868,228
|
|
|
$
|
4,896,112
|
|
|
$
|
4,341,429
|
|
Proceeds from redemption of fixed maturities and short-term investments
|
3,751,174
|
|
|
3,601,793
|
|
|
4,008,333
|
|
|||
Proceeds from sale of equity securities
|
664,735
|
|
|
571,410
|
|
|
245,538
|
|
|||
Purchases of fixed maturities and short-term investments
|
(19,718,064
|
)
|
|
(7,158,258
|
)
|
|
(9,143,973
|
)
|
|||
Purchases of equity securities
|
(567,334
|
)
|
|
(445,504
|
)
|
|
(534,356
|
)
|
|||
Proceeds from sale of affiliates
|
188,023
|
|
|
240,785
|
|
|
190,954
|
|
|||
Purchases of affiliates
|
(280,856
|
)
|
|
(371,226
|
)
|
|
(353,678
|
)
|
|||
Purchase of Catlin Group Limited, net of acquired cash
|
(1,020,015
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from sale of life reinsurance subsidiary
|
—
|
|
|
570,000
|
|
|
—
|
|
|||
Proceeds from sale of ARX Holding Corp.
|
560,552
|
|
|
—
|
|
|
—
|
|
|||
Change in restricted cash
|
(154,992
|
)
|
|
—
|
|
|
—
|
|
|||
Other, net
|
(155,019
|
)
|
|
(193,491
|
)
|
|
47,891
|
|
|||
Net cash provided by (used in) investing activities
|
$
|
136,432
|
|
|
$
|
1,711,621
|
|
|
$
|
(1,197,862
|
)
|
(U.S. dollars in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Cash flows provided by (used in) financing activities:
|
|
|
|
|
|
||||||
Proceeds from issuance of ordinary shares and exercise of stock options
|
$
|
9,976
|
|
|
$
|
6,367
|
|
|
$
|
12,623
|
|
Buybacks of ordinary shares
|
(468,971
|
)
|
|
(801,953
|
)
|
|
(675,617
|
)
|
|||
Dividends paid on ordinary shares
|
(208,516
|
)
|
|
(169,620
|
)
|
|
(160,155
|
)
|
|||
Distributions to non-controlling interests
|
(117,683
|
)
|
|
(78,465
|
)
|
|
(77,670
|
)
|
|||
Contributions from non-controlling interests
|
23,610
|
|
|
48,261
|
|
|
7,747
|
|
|||
Proceeds from issuance of debt
|
980,600
|
|
|
—
|
|
|
592,615
|
|
|||
Repayment of debt
|
(87,447
|
)
|
|
(600,000
|
)
|
|
—
|
|
|||
Deposit liabilities
|
(84,758
|
)
|
|
(268,298
|
)
|
|
(94,386
|
)
|
|||
Net cash provided by (used in) financing activities
|
$
|
46,811
|
|
|
$
|
(1,863,708
|
)
|
|
$
|
(394,843
|
)
|
Effects of exchange rate changes on foreign currency cash
|
(64,377
|
)
|
|
(90,115
|
)
|
|
(4,818
|
)
|
|||
Increase (decrease) in cash and cash equivalents
|
$
|
734,422
|
|
|
$
|
720,982
|
|
|
$
|
(817,546
|
)
|
Cash and cash equivalents – beginning of period
|
2,521,814
|
|
|
1,800,832
|
|
|
2,618,378
|
|
|||
Cash and cash equivalents – end of period
|
$
|
3,256,236
|
|
|
$
|
2,521,814
|
|
|
$
|
1,800,832
|
|
|
|
|
|
|
|
||||||
Net taxes paid
|
$
|
96,886
|
|
|
$
|
20,168
|
|
|
$
|
96,469
|
|
Interest paid on notes payable and debt
|
$
|
115,598
|
|
|
$
|
121,285
|
|
|
$
|
97,125
|
|
▪
|
unpaid losses and loss expenses and unpaid losses and loss expenses recoverable;
|
▪
|
future policy benefit reserves;
|
▪
|
valuation and other-than-temporary impairments of investments;
|
▪
|
income taxes;
|
▪
|
reinsurance premium estimates; and
|
▪
|
carrying value of goodwill and intangible assets.
|
▪
|
Level 1
- Quoted prices in active markets for identical assets or liabilities (unadjusted); no blockage factors.
|
▪
|
Level 2
- Other observable inputs (quoted prices in markets that are not active or inputs that are observable either directly or indirectly)—include quoted prices for similar assets/liabilities (adjusted) other than quoted prices in Level 1; quoted prices in markets that are not active; or other inputs that are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities.
|
▪
|
Level 3
- Unobservable inputs that are supported by little or no market activity and are significant to the fair value of the assets or liabilities. Unobservable inputs reflect the reporting entity’s own assumptions about the assumptions that market participants would use in pricing the asset or liability. Level 3 assets and liabilities include financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.
|
(In thousands, except per share data)
|
|
||
Catlin Shares outstanding as of April 30, 2015 that received share consideration (including the dilutive effect of warrants)
|
384,118
|
|
|
Exchange ratio per the Implementation Agreement
|
0.130
|
||
XL Share issuance to Catlin shareholders
|
49,935
|
|
|
Closing price per XL share on April 30, 2015 (1)
|
$
|
37.08
|
|
XL Share issuance consideration
|
$
|
1,851,601
|
|
Catlin Shares outstanding as of April 30, 2015 that received cash consideration (including the dilutive effect of warrants)
|
384,118
|
|
|
Cash price component, per Catlin Share in GBP
|
£
|
3.88
|
|
Cash consideration, in GBP
|
£
|
1,490,377
|
|
Foreign exchange rate: GBP/USD on April 30, 2015
|
$
|
1.5349
|
|
Cash consideration
|
$
|
2,287,579
|
|
Total acquisition consideration
|
$
|
4,139,180
|
|
(1)
|
The closing market price of XL Shares on the Acquisition Date represents the fair value of XL shares issued as part of the Acquisition Consideration.
|
(U.S. dollars in thousands)
|
|
||
ASSETS
|
|||
Fixed maturities, at fair value
|
$
|
6,266,489
|
|
Short-term investments, at fair value
|
634,599
|
|
|
Equity investments, at fair value
|
236,230
|
|
|
Investment in affiliates
|
216,843
|
|
|
Other investments
|
386,828
|
|
|
Total investments
|
$
|
7,740,989
|
|
Cash and cash equivalents (1)
|
1,267,565
|
|
|
Accrued investment income
|
35,063
|
|
|
Premiums receivable
|
2,545,188
|
|
|
Unpaid losses and loss expenses recoverable
|
1,493,267
|
|
|
Reinsurance balances receivable
|
299,579
|
|
|
Ceded unearned premiums
|
1,143,852
|
|
|
Deferred acquisition costs and value of business acquired
|
679,259
|
|
|
Intangible assets
|
988,000
|
|
|
Receivable from investments sold
|
9,633
|
|
|
Other assets (2)
|
306,686
|
|
|
Total assets
|
$
|
16,509,081
|
|
|
|
||
LIABILITIES
|
|||
Unpaid losses and loss expenses
|
$
|
6,933,144
|
|
Unearned premiums
|
3,742,234
|
|
|
Reinsurance balances payable
|
1,441,749
|
|
|
Notes payable and debt
|
82,066
|
|
|
Payable for investments purchased
|
34,149
|
|
|
Deferred tax liability (2)
|
82,783
|
|
|
Other liabilities (2)
|
285,481
|
|
|
Total liabilities
|
$
|
12,601,606
|
|
Net assets acquired before non-controlling interest
|
$
|
3,907,475
|
|
Non-controlling interest in equity of consolidated subsidiaries
|
562,285
|
|
|
Net assets acquired
|
$
|
3,345,190
|
|
Acquisition consideration
|
$
|
4,139,180
|
|
Goodwill (2)
|
$
|
793,990
|
|
(2)
|
Includes an increase of
$15.9 million
to goodwill from the amount initially recorded at June 30, 2015, as a result of several tax-related adjustments, including a decrease in other assets of
$7.5 million
, a decrease in deferred tax liability of
$11.3 million
, and an increase in other liabilities of
$19.8 million
. See discussion of "Income Taxes" below for further information.
|
•
|
Deferred acquisition costs and value of business acquired - The adjustment consists of two components. The first adjustment is the elimination of Catlin's deferred acquisition costs asset. The second adjustment is the establishment of the value of business acquired asset, which represents the present value of the expected underwriting profit within the unearned premiums liability, net of reinsurance, less costs to service the related policies and a risk premium. This adjustment will be amortized to underwriting, acquisition and insurance expenses over approximately
two years
, as the contracts for business in-force as of the Acquisition Date expire. The Company has included
$471.0 million
in acquisition expenses related to the amortization of the value of business acquired during the
year ended December 31, 2015
.
|
•
|
Intangible assets - Establish the estimated fair value of intangible assets related to Catlin. See
Note 9, "Goodwill and Other Intangible Assets
," for further information.
|
•
|
Other assets - Establish the estimated fair value of Catlin's internally developed software.
|
•
|
Unpaid losses and loss adjustment expenses - Unpaid losses and loss adjustment expenses acquired include an increase to adjust the carrying value of Catlin's historical unpaid losses and loss adjustment expenses, net of related reinsurance recoverable, to fair value as of the Acquisition Date. The estimated fair value consists of the present value of the expected net loss and loss adjustment expense payments plus a risk premium. This adjustment will be amortized to losses and loss adjustment expenses over approximately
20 years
, based on the estimated payout pattern of net reserves as of the Acquisition Date.
|
•
|
Net deferred tax liabilities - The adjustment to deferred tax liabilities is related to the deferred tax impact of the adjustments to fair value as noted above. This net increase of deferred tax liabilities is explained further in "Income Taxes" below.
|
•
|
Non-controlling interest - The fair value was determined based on the last trade price of preferred shares issued by Catlin Insurance Company Limited ("Catlin-Bermuda"). See
Note 18, "Share Capital
," for further information.
|
(U.S. dollars in thousands)
|
Severance related costs
|
|
Retention and other compensation costs
|
|
Facilities-related costs
|
|
Consulting and other
|
|
Total
|
||||||||||
Costs incurred in 2015
|
$
|
47,185
|
|
|
$
|
35,310
|
|
|
$
|
14,744
|
|
|
$
|
59,129
|
|
|
$
|
156,368
|
|
2015 payments
|
31,058
|
|
|
18,341
|
|
|
13,926
|
|
|
35,754
|
|
|
99,079
|
|
|||||
Liabilities at December 31, 2015
|
$
|
16,127
|
|
|
$
|
16,969
|
|
|
$
|
818
|
|
|
$
|
23,375
|
|
|
$
|
57,289
|
|
(U.S. dollars in thousands)
|
May 1, 2015 to December 31, 2015
|
||
Total revenues - see comments above
|
$
|
2,791,789
|
|
Net income (loss) - see comments above
|
$
|
103,637
|
|
|
Unaudited Pro Forma
|
||||||
(In thousands, except per share data)
|
2015
|
|
2014
|
||||
Total revenues
|
$
|
10,628,915
|
|
|
$
|
10,938,216
|
|
Net income attributable to ordinary shareholders
|
1,221,497
|
|
|
475,914
|
|
||
Earnings (loss) per ordinary share and ordinary share equivalent – basic
|
4.03
|
|
|
1.50
|
|
||
Earnings (loss) per ordinary share and ordinary share equivalent – diluted
|
3.97
|
|
|
1.48
|
|
Impact of GreyCastle Life Retro Arrangements
|
|
|
May 30 to December 31,
|
||||
(U.S. dollars in thousands)
|
2015
|
|
2014
|
||||
Underwriting profit (loss) (1)
|
$
|
605
|
|
|
$
|
11,649
|
|
Net investment income - Life Funds Withheld Assets
|
187,489
|
|
|
129,575
|
|
||
Net realized gains (losses) on investments sold - Life Funds Withheld Assets
|
223,272
|
|
|
5,067
|
|
||
Net unrealized gains (losses) on investments, Trading - Life Funds Withheld Assets
|
(27,734
|
)
|
|
(9
|
)
|
||
OTTI on investments - Life Funds Withheld Assets
|
(13,357
|
)
|
|
(20,587
|
)
|
||
Exchange (gains) losses
|
4,788
|
|
|
10,099
|
|
||
Other income and expenses
|
2,280
|
|
|
(1,610
|
)
|
||
Net realized and unrealized gains (losses) on life retrocession embedded derivative and derivative instruments - Life Funds Withheld Assets
|
(151,691
|
)
|
|
(488,222
|
)
|
||
Net income (loss)
|
$
|
225,652
|
|
|
$
|
(354,038
|
)
|
Change in net unrealized gains (losses) on investments - Life Funds Withheld Assets, net of tax
|
(421,604
|
)
|
|
274,083
|
|
||
Change in adjustments related to future policy benefit reserves, net of tax
|
170,688
|
|
|
74,009
|
|
||
Change in cumulative translation adjustment - Life Funds Withheld Assets, net of tax
|
25,869
|
|
|
17,595
|
|
||
Total changes to other comprehensive income as a result of GreyCastle Life Retro Arrangements (2)
|
$
|
(225,047
|
)
|
|
$
|
365,687
|
|
Comprehensive income (loss)
|
$
|
605
|
|
|
$
|
11,649
|
|
(1)
|
The underwriting profit of
$0.6 million
relates to a premium adjustment relating to the GreyCastle Life Retro Arrangements transaction, which was completed on May 30, 2014. Excluding this transaction, the impact to comprehensive income relating to the GreyCastle Life Retro Arrangements was
nil
for the
years ended December 31, 2015 and 2014
.
|
December 31, 2015
(U.S. dollars in thousands)
|
Quoted Prices
in Active Markets for
Identical Assets
(Level 1)
|
|
Significant Other
Observable
Inputs
(Level 2)
|
|
Significant Other
Unobservable
Inputs
(Level 3)
|
|
Collateral and
Counterparty
Netting
|
|
Balance at
December 31,
2015
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed maturities - Available for Sale ("AFS") - Excluding Life Funds Withheld Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. Government and Government - Related/Supported
|
$
|
—
|
|
|
$
|
5,020,574
|
|
|
$
|
45,063
|
|
|
$
|
—
|
|
|
$
|
5,065,637
|
|
Corporate - Financials
|
—
|
|
|
3,508,224
|
|
|
53,685
|
|
|
—
|
|
|
3,561,909
|
|
|||||
Corporate - Non Financials
|
—
|
|
|
6,900,259
|
|
|
188
|
|
|
—
|
|
|
6,900,447
|
|
|||||
Residential mortgage-backed securities – Agency ("RMBS - Agency")
|
—
|
|
|
3,754,894
|
|
|
3,077
|
|
|
—
|
|
|
3,757,971
|
|
|||||
Residential mortgage-backed securities – Non-Agency ("RMBS - Non-Agency")
|
—
|
|
|
328,540
|
|
|
—
|
|
|
—
|
|
|
328,540
|
|
|||||
Commercial mortgage-backed securities ("CMBS")
|
—
|
|
|
405,316
|
|
|
—
|
|
|
—
|
|
|
405,316
|
|
|||||
Collateralized debt obligations ("CDO")
|
—
|
|
|
2
|
|
|
32,408
|
|
|
—
|
|
|
32,410
|
|
|||||
Other asset-backed securities
|
—
|
|
|
1,150,715
|
|
|
17,857
|
|
|
—
|
|
|
1,168,572
|
|
|||||
U.S. States and political subdivisions of the States
|
—
|
|
|
2,632,070
|
|
|
—
|
|
|
—
|
|
|
2,632,070
|
|
|||||
Non-U.S. Sovereign Government, Provincial, Supranational and Government-Related/Supported
|
—
|
|
|
5,251,614
|
|
|
—
|
|
|
—
|
|
|
5,251,614
|
|
|||||
Total fixed maturities - AFS - Excluding Life Funds Withheld Assets, at fair value
|
$
|
—
|
|
|
$
|
28,952,208
|
|
|
$
|
152,278
|
|
|
$
|
—
|
|
|
$
|
29,104,486
|
|
Equity securities, at fair value
|
528,581
|
|
|
350,338
|
|
|
—
|
|
|
—
|
|
|
878,919
|
|
|||||
Short-term investments, at fair value (1)
|
—
|
|
|
617,390
|
|
|
—
|
|
|
—
|
|
|
617,390
|
|
|||||
Total investments AFS - Excluding Life Funds Withheld Assets
|
$
|
528,581
|
|
|
$
|
29,919,936
|
|
|
$
|
152,278
|
|
|
$
|
—
|
|
|
$
|
30,600,795
|
|
Fixed maturities - AFS - Life Funds Withheld Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. Government and Government - Related/Supported
|
—
|
|
|
12,742
|
|
|
—
|
|
|
—
|
|
|
12,742
|
|
|||||
Corporate - Financials
|
—
|
|
|
598,236
|
|
|
—
|
|
|
—
|
|
|
598,236
|
|
|||||
Corporate - Non Financials
|
—
|
|
|
1,308,628
|
|
|
—
|
|
|
—
|
|
|
1,308,628
|
|
|||||
RMBS - Agency
|
—
|
|
|
752
|
|
|
—
|
|
|
—
|
|
|
752
|
|
|||||
RMBS - Non-Agency
|
—
|
|
|
26,953
|
|
|
—
|
|
|
—
|
|
|
26,953
|
|
|||||
CMBS
|
—
|
|
|
122,481
|
|
|
—
|
|
|
—
|
|
|
122,481
|
|
|||||
Other asset-backed securities
|
—
|
|
|
149,795
|
|
|
—
|
|
|
—
|
|
|
149,795
|
|
|||||
Non-U.S. Sovereign Government, Provincial, Supranational and Government-Related/Supported
|
—
|
|
|
933,516
|
|
|
—
|
|
|
—
|
|
|
933,516
|
|
|||||
Total fixed maturities - AFS - Life Funds Withheld Assets, at fair value
|
—
|
|
|
3,153,103
|
|
|
—
|
|
|
—
|
|
|
3,153,103
|
|
|||||
Total investments - AFS, at fair value
|
528,581
|
|
|
33,073,039
|
|
|
152,278
|
|
|
—
|
|
|
33,753,898
|
|
December 31, 2015
(U.S. dollars in thousands)
|
Quoted Prices
in Active Markets for
Identical Assets
(Level 1)
|
|
Significant Other
Observable
Inputs
(Level 2)
|
|
Significant Other
Unobservable
Inputs
(Level 3)
|
|
Collateral and
Counterparty
Netting
|
|
Balance at
December 31,
2015
|
||||||||||
Fixed maturities - Trading
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. Government and Government - Related/Supported
|
—
|
|
|
4,990
|
|
|
—
|
|
|
—
|
|
|
4,990
|
|
|||||
Corporate - Financials
|
—
|
|
|
335,956
|
|
|
—
|
|
|
—
|
|
|
335,956
|
|
|||||
Corporate - Non Financials
|
—
|
|
|
493,621
|
|
|
—
|
|
|
—
|
|
|
493,621
|
|
|||||
RMBS - Agency
|
—
|
|
|
368
|
|
|
—
|
|
|
—
|
|
|
368
|
|
|||||
CMBS
|
—
|
|
|
4,803
|
|
|
—
|
|
|
—
|
|
|
4,803
|
|
|||||
Other asset-backed securities
|
—
|
|
|
25,700
|
|
|
—
|
|
|
—
|
|
|
25,700
|
|
|||||
Non-U.S. Sovereign Government, Provincial, Supranational and Government-Related/Supported
|
—
|
|
|
370,261
|
|
|
—
|
|
|
—
|
|
|
370,261
|
|
|||||
Total fixed maturities - Trading, at fair value
|
—
|
|
|
1,235,699
|
|
|
—
|
|
|
—
|
|
|
1,235,699
|
|
|||||
Short-term investments, at fair value
|
—
|
|
|
60,330
|
|
|
—
|
|
|
—
|
|
|
60,330
|
|
|||||
Total investments Trading
|
—
|
|
|
1,296,029
|
|
|
—
|
|
|
—
|
|
|
1,296,029
|
|
|||||
Cash equivalents (2)
|
437,742
|
|
|
830,924
|
|
|
—
|
|
|
—
|
|
|
1,268,666
|
|
|||||
Cash equivalents - Life Funds Withheld Assets
|
517
|
|
|
100,757
|
|
|
—
|
|
|
—
|
|
|
101,274
|
|
|||||
Other investments (3)
|
—
|
|
|
1,008,176
|
|
|
283,550
|
|
|
—
|
|
|
1,291,726
|
|
|||||
Other assets (4)
|
—
|
|
|
69,914
|
|
|
19,400
|
|
|
(3,087
|
)
|
|
86,227
|
|
|||||
Total assets accounted for at fair value
|
$
|
966,840
|
|
|
$
|
36,378,839
|
|
|
$
|
455,228
|
|
|
$
|
(3,087
|
)
|
|
$
|
37,797,820
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Funds withheld on life retrocession arrangements (net of future policy benefit reserves recoverable) (5)
|
$
|
—
|
|
|
$
|
463,915
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
463,915
|
|
Financial instruments sold, but not yet purchased (6)
|
347
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
347
|
|
|||||
Other liabilities (4)
|
—
|
|
|
16,304
|
|
|
29,191
|
|
|
(3,087
|
)
|
|
42,408
|
|
|||||
Total liabilities accounted for at fair value
|
$
|
347
|
|
|
$
|
480,219
|
|
|
$
|
29,191
|
|
|
$
|
(3,087
|
)
|
|
$
|
506,670
|
|
December 31, 2014
(U.S. dollars in thousands)
|
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Other
Unobservable
Inputs
(Level 3)
|
|
Collateral
and
Counterparty
Netting
|
|
Balance at
December 31,
2014
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Fixed maturities - AFS - Excluding Life Funds Withheld Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. Government and Government-Related/Supported
|
$
|
—
|
|
|
$
|
2,171,953
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,171,953
|
|
Corporate - Financials
|
—
|
|
|
2,761,916
|
|
|
—
|
|
|
—
|
|
|
$
|
2,761,916
|
|
||||
Corporate - Non Financials
|
—
|
|
|
6,010,563
|
|
|
5,894
|
|
|
—
|
|
|
$
|
6,016,457
|
|
||||
Residential mortgage-backed securities – RMBS - Agency
|
—
|
|
|
3,726,666
|
|
|
1,910
|
|
|
—
|
|
|
$
|
3,728,576
|
|
||||
Residential mortgage-backed securities – RMBS - Non-Agency
|
—
|
|
|
427,351
|
|
|
—
|
|
|
—
|
|
|
$
|
427,351
|
|
||||
CMBS
|
—
|
|
|
1,052,544
|
|
|
—
|
|
|
—
|
|
|
$
|
1,052,544
|
|
||||
CDOs
|
—
|
|
|
4,076
|
|
|
687,958
|
|
|
—
|
|
|
$
|
692,034
|
|
||||
Other asset-backed securities
|
—
|
|
|
1,060,005
|
|
|
5,288
|
|
|
—
|
|
|
$
|
1,065,293
|
|
||||
U.S. States and political subdivisions of the States
|
—
|
|
|
2,021,272
|
|
|
—
|
|
|
—
|
|
|
$
|
2,021,272
|
|
||||
Non-U.S. Sovereign Government, Provincial, Supranational and Government-Related/Supported
|
—
|
|
|
4,240,073
|
|
|
—
|
|
|
—
|
|
|
$
|
4,240,073
|
|
||||
Total fixed maturities - AFS - Excluding Funds Withheld Assets, at fair value
|
$
|
—
|
|
|
$
|
23,476,419
|
|
|
$
|
701,050
|
|
|
$
|
—
|
|
|
$
|
24,177,469
|
|
Equity securities, at fair value
|
502,284
|
|
|
366,008
|
|
|
—
|
|
|
—
|
|
|
868,292
|
|
|||||
Short-term investments, at fair value (1)
|
—
|
|
|
256,727
|
|
|
—
|
|
|
—
|
|
|
256,727
|
|
|||||
Total investments AFS - Excluding Funds Withheld Assets
|
$
|
502,284
|
|
|
$
|
24,099,154
|
|
|
$
|
701,050
|
|
|
$
|
—
|
|
|
$
|
25,302,488
|
|
December 31, 2014
(U.S. dollars in thousands)
|
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Other
Unobservable
Inputs
(Level 3)
|
|
Collateral
and
Counterparty
Netting
|
|
Balance at
December 31,
2014
|
||||||||||
Fixed maturities - Life Funds Withheld Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. Government and Government-Related/Supported
|
$
|
—
|
|
|
$
|
18,724
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
18,724
|
|
Corporate - Financials
|
—
|
|
|
801,019
|
|
|
—
|
|
|
—
|
|
|
$
|
801,019
|
|
||||
Corporate - Non Financials
|
—
|
|
|
2,016,961
|
|
|
—
|
|
|
—
|
|
|
$
|
2,016,961
|
|
||||
RMBS – Agency
|
—
|
|
|
3,782
|
|
|
—
|
|
|
—
|
|
|
$
|
3,782
|
|
||||
RMBS – Non-Agency
|
—
|
|
|
85,335
|
|
|
—
|
|
|
—
|
|
|
$
|
85,335
|
|
||||
CMBS
|
—
|
|
|
193,167
|
|
|
—
|
|
|
—
|
|
|
$
|
193,167
|
|
||||
Other asset-backed securities
|
—
|
|
|
273,541
|
|
|
—
|
|
|
—
|
|
|
$
|
273,541
|
|
||||
Non-U.S. Sovereign Government, Provincial, Supranational and Government-Related/Supported
|
—
|
|
|
1,789,036
|
|
|
—
|
|
|
—
|
|
|
$
|
1,789,036
|
|
||||
Total fixed maturities - AFS - Life Funds Withheld Assets, at fair value
|
$
|
—
|
|
|
$
|
5,181,565
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,181,565
|
|
Total investments - AFS, at fair value
|
$
|
502,284
|
|
|
$
|
29,280,719
|
|
|
$
|
701,050
|
|
|
$
|
—
|
|
|
$
|
30,484,053
|
|
Fixed maturities - Trading
|
|
|
|
|
|
|
|
|
|
||||||||||
Corporate - Non Financials
|
—
|
|
|
1,171
|
|
|
—
|
|
|
—
|
|
|
$
|
1,171
|
|
||||
Total fixed maturities - Trading, at fair value
|
$
|
—
|
|
|
$
|
1,171
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,171
|
|
Cash equivalents (2)
|
1,103,877
|
|
|
397,955
|
|
|
—
|
|
|
—
|
|
|
$
|
1,501,832
|
|
||||
Cash equivalents - Life Funds Withheld Assets (2)
|
460
|
|
|
132,738
|
|
|
—
|
|
|
—
|
|
|
$
|
133,198
|
|
||||
Other investments (3)
|
—
|
|
|
708,974
|
|
|
185,083
|
|
|
—
|
|
|
$
|
894,057
|
|
||||
Other assets (4)
|
—
|
|
|
122,996
|
|
|
13,663
|
|
|
(696
|
)
|
|
$
|
135,963
|
|
||||
Total assets accounted for at fair value
|
$
|
1,606,621
|
|
|
$
|
30,644,553
|
|
|
$
|
899,796
|
|
|
$
|
(696
|
)
|
|
$
|
33,150,274
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Funds withheld on life retrocession arrangements (net of future policy benefit reserves recoverable) (5)
|
$
|
—
|
|
|
$
|
450,831
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
450,831
|
|
Financial instruments sold, but not yet purchased (6)
|
4,737
|
|
|
25,669
|
|
|
—
|
|
|
—
|
|
|
$
|
30,406
|
|
||||
Other liabilities (4)
|
—
|
|
|
7,757
|
|
|
23,427
|
|
|
(696
|
)
|
|
$
|
30,488
|
|
||||
Total liabilities accounted for at fair value
|
$
|
4,737
|
|
|
$
|
484,257
|
|
|
$
|
23,427
|
|
|
$
|
(696
|
)
|
|
$
|
511,725
|
|
(1)
|
Short-term investments consist primarily of Corporate securities and U.S. and Non-U.S. Government and Government-Related/ Supported securities.
|
(2)
|
Cash equivalents balances subject to fair value measurement include certificates of deposit and money market funds. Operating cash balances are not subject to recurring fair value measurement guidance.
|
(3)
|
The Other investments balance excludes certain structured transactions including certain investments in project finance transactions, a payment obligation and liquidity financing provided to a structured credit vehicle as a part of a third party medium term note facility. These investments, which totaled
$141.3 million
at
December 31, 2015
and
$354.4 million
at
December 31, 2014
, are carried at amortized cost. For further information, see
Note 8, "Other Investments
."
|
(4)
|
Other assets and other liabilities include derivative instruments. The derivative balances included in each category are reported on a gross basis by level with a netting adjustment presented separately in the Collateral and Counterparty Netting column. The fair values of the individual derivative contracts are reported gross in their respective levels based on the fair value hierarchy. For further details regarding derivative fair values and associated collateral received or paid see
Note 15, "Derivative Instruments
."
|
(5)
|
Funds withheld on life retrocession arrangements (net of future policy benefit reserves recoverable) include balances related to the life retrocession embedded derivative, under which all investment results associated with the Life Funds Withheld Assets related the GreyCastle Life Retro Arrangements described in
Note 3(e), "Acquisitions and Disposals - Sale of Life Reinsurance Subsidiary
", accrue to the benefit of GCLR.
|
(6)
|
Financial instruments sold, but not yet purchased, represent "short sales" and are included within "Payable for investments purchased" on the balance sheets.
|
|
Level 3 Assets and Liabilities - Year Ended December 31, 2015
|
||||||||||||||
(U.S. dollars in thousands)
|
U.S. Government and Government - Related/Supported
|
|
Corporate - Financials
|
|
Corporate - Non-Financials
|
|
RMBS - Agency
|
||||||||
Balance, beginning of period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,894
|
|
|
$
|
1,910
|
|
Realized gains (losses)
|
—
|
|
|
9
|
|
|
(186
|
)
|
|
—
|
|
||||
Movement in unrealized gains (losses)
|
—
|
|
|
(10
|
)
|
|
(13
|
)
|
|
(3
|
)
|
||||
Purchases and issuances (1)
|
35,044
|
|
|
53,686
|
|
|
(123
|
)
|
|
1,297
|
|
||||
Sales
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Settlements
|
—
|
|
|
—
|
|
|
(316
|
)
|
|
(323
|
)
|
||||
Transfers into Level 3
|
10,019
|
|
|
—
|
|
|
—
|
|
|
3,059
|
|
||||
Transfers out of Level 3
|
—
|
|
|
—
|
|
|
(5,068
|
)
|
|
(2,863
|
)
|
||||
Fixed maturities to short-term investments classification change
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Balance, end of period
|
$
|
45,063
|
|
|
$
|
53,685
|
|
|
$
|
188
|
|
|
$
|
3,077
|
|
Movement in total gains (losses) above relating to instruments still held at the reporting date
|
$
|
—
|
|
|
$
|
(2
|
)
|
|
$
|
(153
|
)
|
|
$
|
(2
|
)
|
|
|
|
|
|
|
|
|
||||||||
|
RMBS - Non
Agency |
|
CMBS
|
|
CDO
|
|
Other asset-
backed securities |
||||||||
Balance, beginning of period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
687,958
|
|
|
$
|
5,288
|
|
Realized gains (losses)
|
—
|
|
|
—
|
|
|
(8,658
|
)
|
|
628
|
|
||||
Movement in unrealized gains (losses)
|
—
|
|
|
—
|
|
|
16,688
|
|
|
(599
|
)
|
||||
Purchases and issuances (1)
|
—
|
|
|
—
|
|
|
25,882
|
|
|
46,940
|
|
||||
Sales
|
—
|
|
|
—
|
|
|
(366,633
|
)
|
|
(7,269
|
)
|
||||
Settlements
|
—
|
|
|
—
|
|
|
(322,829
|
)
|
|
(6,359
|
)
|
||||
Transfers into Level 3
|
—
|
|
|
—
|
|
|
—
|
|
|
13,317
|
|
||||
Transfers out of Level 3
|
—
|
|
|
—
|
|
|
—
|
|
|
(34,089
|
)
|
||||
Fixed maturities to short-term investments classification change
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Balance, end of period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
32,408
|
|
|
$
|
17,857
|
|
Movement in total gains (losses) above relating to instruments still held at the reporting date
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,279
|
|
|
$
|
451
|
|
|
|
|
|
|
|
|
|
||||||||
|
Non-US Sovereign
Government, Provincial, Supranational and Government Related/Supported |
|
Short-term
investments |
|
Other investments
|
|
Derivative Contracts
- Net |
||||||||
Balance, beginning of period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
185,083
|
|
|
$
|
(9,764
|
)
|
Realized gains (losses)
|
—
|
|
|
—
|
|
|
15,270
|
|
|
—
|
|
||||
Movement in unrealized gains (losses)
|
—
|
|
|
—
|
|
|
(12,548
|
)
|
|
(27
|
)
|
||||
Purchases and issuances (1)
|
—
|
|
|
—
|
|
|
117,143
|
|
|
—
|
|
||||
Sales
|
—
|
|
|
—
|
|
|
(1,417
|
)
|
|
—
|
|
||||
Settlements
|
—
|
|
|
—
|
|
|
(19,981
|
)
|
|
—
|
|
||||
Transfers into Level 3
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Transfers out of Level 3
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Fixed maturities to short-term investments classification change
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Balance, end of period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
283,550
|
|
|
$
|
(9,791
|
)
|
Movement in total gains (losses) above relating to instruments still held at the reporting date
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,724
|
|
|
$
|
80
|
|
|
Level 3 Assets and Liabilities - Year Ended December 31, 2014
|
||||||||||||||
(U.S. dollars in thousands)
|
U.S. Government and Government - Related/Supported
|
|
Corporate - Financials
|
|
Corporate - Non-Financials
|
|
RMBS - Agency
|
||||||||
Balance, beginning of period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
31,573
|
|
|
$
|
10,473
|
|
Realized gains (losses)
|
—
|
|
|
—
|
|
|
199
|
|
|
5
|
|
||||
Movement in unrealized gains (losses)
|
—
|
|
|
—
|
|
|
(128
|
)
|
|
(18
|
)
|
||||
Purchases and issuances
|
—
|
|
|
—
|
|
|
3,759
|
|
|
120
|
|
||||
Sales
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Settlements
|
—
|
|
|
—
|
|
|
(6,543
|
)
|
|
(3,205
|
)
|
||||
Transfers into Level 3
|
—
|
|
|
—
|
|
|
766
|
|
|
—
|
|
||||
Transfers out of Level 3
|
—
|
|
|
—
|
|
|
(23,732
|
)
|
|
(5,465
|
)
|
||||
Fixed maturities to short-term investments classification change
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Balance, end of period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,894
|
|
|
$
|
1,910
|
|
Movement in total gains (losses) above relating to instruments still held at the reporting date
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
60
|
|
|
$
|
(12
|
)
|
|
|
|
|
|
|
|
|
||||||||
|
RMBS - Non
Agency
|
|
CMBS
|
|
CDO
|
|
Other asset-
backed
securities
|
||||||||
Balance, beginning of period
|
$
|
9
|
|
|
$
|
12,533
|
|
|
$
|
710,253
|
|
|
$
|
11,877
|
|
Realized gains (losses)
|
1
|
|
|
3
|
|
|
3,781
|
|
|
(7
|
)
|
||||
Movement in unrealized gains (losses)
|
1
|
|
|
(3
|
)
|
|
11,604
|
|
|
65
|
|
||||
Purchases and issuances
|
—
|
|
|
1,376
|
|
|
185,710
|
|
|
5,182
|
|
||||
Sales
|
—
|
|
|
—
|
|
|
(48,313
|
)
|
|
—
|
|
||||
Settlements
|
(11
|
)
|
|
(12,533
|
)
|
|
(175,077
|
)
|
|
(5,705
|
)
|
||||
Transfers into Level 3
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Transfers out of Level 3
|
—
|
|
|
(1,376
|
)
|
|
—
|
|
|
(6,124
|
)
|
||||
Fixed maturities to short-term investments classification change
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Balance, end of period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
687,958
|
|
|
$
|
5,288
|
|
Movement in total gains (losses) above relating to instruments still held at the reporting date
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14,432
|
|
|
$
|
57
|
|
|
|
|
|
|
|
|
|
||||||||
|
Non-US Sovereign
Government,
Provincial,
Supranational and
Government
Related/Supported
|
|
Short-term
investments
|
|
Other investments
|
|
Derivative Contracts
- Net
|
||||||||
Balance, beginning of period
|
$
|
—
|
|
|
$
|
2,015
|
|
|
$
|
113,472
|
|
|
$
|
(29,110
|
)
|
Realized gains (losses)
|
—
|
|
|
—
|
|
|
12,676
|
|
|
—
|
|
||||
Movement in unrealized gains (losses)
|
—
|
|
|
(15
|
)
|
|
538
|
|
|
19,346
|
|
||||
Purchases and issuances
|
—
|
|
|
—
|
|
|
59,401
|
|
|
—
|
|
||||
Sales
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Settlements
|
—
|
|
|
(2,000
|
)
|
|
(25,498
|
)
|
|
—
|
|
||||
Transfers into Level 3
|
—
|
|
|
—
|
|
|
24,494
|
|
|
—
|
|
||||
Transfers out of Level 3
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Fixed maturities to short-term investments classification change
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Balance, end of period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
185,083
|
|
|
$
|
(9,764
|
)
|
Movement in total gains (losses) above relating to instruments still held at the reporting date
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
13,212
|
|
|
$
|
19,346
|
|
(U.S. dollars in thousands)
|
2015
|
|
2014
|
||||||||||||
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
|||||||||
Financial Assets -
Other investments, structured transactions
|
$
|
141,329
|
|
|
$
|
154,065
|
|
|
$
|
354,382
|
|
|
$
|
371,625
|
|
Deposit liabilities
|
$
|
1,168,376
|
|
|
$
|
1,436,210
|
|
|
$
|
1,245,367
|
|
|
$
|
1,543,761
|
|
Notes payable and debt
|
2,644,970
|
|
|
2,805,152
|
|
|
1,662,580
|
|
|
1,897,854
|
|
||||
Financial Liabilities
|
$
|
3,813,346
|
|
|
$
|
4,241,362
|
|
|
$
|
2,907,947
|
|
|
$
|
3,441,615
|
|
Year Ended December 31, 2015
(U.S. dollars in thousands, except ratios) |
Insurance
|
|
Reinsurance
|
|
Total P&C
|
|
Corporate and Other (1)
|
|
Total
|
||||||||||
Gross premiums written
|
$
|
8,395,846
|
|
|
$
|
2,273,163
|
|
|
$
|
10,669,009
|
|
|
$
|
309,916
|
|
|
$
|
10,978,925
|
|
Net premiums written
|
5,859,934
|
|
|
2,028,890
|
|
|
7,888,824
|
|
|
62,239
|
|
|
7,951,063
|
|
|||||
Net premiums earned
|
5,648,482
|
|
|
2,515,702
|
|
|
8,164,184
|
|
|
62,241
|
|
|
8,226,425
|
|
|||||
Net losses and loss expenses (2)
|
3,614,048
|
|
|
1,152,152
|
|
|
4,766,200
|
|
|
115,997
|
|
|
4,882,197
|
|
|||||
Acquisition costs (2)
|
704,364
|
|
|
602,290
|
|
|
1,306,654
|
|
|
10,794
|
|
|
1,317,448
|
|
|||||
Operating expenses (3)
|
1,154,760
|
|
|
283,379
|
|
|
1,438,139
|
|
|
1,232
|
|
|
1,439,371
|
|
|||||
Underwriting profit (loss)
|
$
|
175,310
|
|
|
$
|
477,881
|
|
|
$
|
653,191
|
|
|
$
|
(65,782
|
)
|
|
$
|
587,409
|
|
Net investment income - excluding Life Funds Withheld Assets (4)
|
|
|
|
|
583,871
|
|
|
40,569
|
|
|
624,440
|
|
|||||||
Net investment income - Life Funds Withheld Assets
|
|
|
|
|
|
|
187,489
|
|
|
187,489
|
|
||||||||
Net results from structured products (5)
|
12,185
|
|
|
5,806
|
|
|
17,991
|
|
|
—
|
|
|
17,991
|
|
|||||
Net fee income and other (6)
|
(16,936
|
)
|
|
2,958
|
|
|
(13,978
|
)
|
|
622
|
|
|
(13,356
|
)
|
|||||
Extinguishment of debt
|
|
|
|
|
—
|
|
|
5,592
|
|
|
5,592
|
|
|||||||
Net realized gains (losses) on investments - excluding Life Funds Withheld Assets
|
|
|
|
|
14,586
|
|
|
5,411
|
|
|
19,997
|
|
|||||||
Net realized gains (losses) on investments and net unrealized gains (losses) on investments, Trading - Life Funds Withheld Assets
|
|
|
|
|
—
|
|
|
182,181
|
|
|
182,181
|
|
|||||||
Net realized and unrealized gains (losses) on derivative instruments
|
|
|
|
|
—
|
|
|
53,123
|
|
|
53,123
|
|
|||||||
Net realized and unrealized gains (losses) on life retrocession embedded derivative and derivative instruments - Life Funds Withheld Assets
|
|
|
|
|
—
|
|
|
(151,691
|
)
|
|
(151,691
|
)
|
|||||||
Net income (loss) from investment fund affiliates and operating affiliates
|
|
|
|
|
—
|
|
|
118,060
|
|
|
118,060
|
|
|||||||
Gain on sale of operating affiliate
|
|
|
|
|
|
|
340,407
|
|
|
340,407
|
|
||||||||
Exchange (gains) losses
|
|
|
|
|
—
|
|
|
22,504
|
|
|
22,504
|
|
|||||||
Corporate operating expenses
|
|
|
|
|
—
|
|
|
480,755
|
|
|
480,755
|
|
|||||||
Contribution from P&C and Corporate and Other
|
|
|
|
|
1,255,661
|
|
|
201,538
|
|
|
1,457,199
|
|
|||||||
Interest expense (7)
|
|
|
|
|
|
|
163,021
|
|
|
163,021
|
|
||||||||
Non-controlling interests
|
|
|
|
|
|
|
106,187
|
|
|
106,187
|
|
||||||||
Income tax expense
|
|
|
|
|
|
|
(19,161
|
)
|
|
(19,161
|
)
|
||||||||
Net income (loss) attributable to ordinary shareholders
|
|
|
|
|
|
|
|
|
$
|
1,207,152
|
|
||||||||
Ratios – P&C operations: (8)
|
|
|
|
|
|
|
|
|
|
||||||||||
Loss and loss expense ratio
|
64.0
|
%
|
|
45.8
|
%
|
|
58.4
|
%
|
|
|
|
|
|||||||
Underwriting expense ratio
|
32.9
|
%
|
|
35.2
|
%
|
|
33.6
|
%
|
|
|
|
|
|||||||
Combined ratio
|
96.9
|
%
|
|
81.0
|
%
|
|
92.0
|
%
|
|
|
|
|
(1)
|
Corporate and Other includes other items of our revenue and expenditures that are not evaluated at the segment level for reporting purposes, as well as the Company's Run-Off Life Operations.
|
(2)
|
The Company has reflected the amortization of certain fair value adjustments recorded in conjunction with the Catlin Acquisition within the respective segments.
|
(3)
|
Operating expenses of the segments exclude Corporate operating expenses, shown separately.
|
(4)
|
Net investment income - excluding Life Funds Withheld Assets does not include net investment income related to the net results from structured products.
|
(5)
|
The net results from P&C structured products include net investment income and interest expense of
$60.4 million
and
$42.2 million
, respectively.
|
(6)
|
Net fee income and other includes operating expenses from the Company's loss prevention consulting services business.
|
(7)
|
Interest expense excludes interest expense related to deposit liabilities recorded in the Insurance and Reinsurance segments.
|
(8)
|
Ratios are based on net premiums earned from P&C operations.
|
Year Ended December 31, 2014
(U.S. dollars in thousands, except ratios)
|
Insurance
|
|
Reinsurance
|
|
Total P&C
|
|
Corporate & Other (1)
|
|
Total
|
||||||||||
Gross premiums written
|
$
|
5,976,011
|
|
|
$
|
1,785,479
|
|
|
$
|
7,761,490
|
|
|
$
|
333,436
|
|
|
$
|
8,094,926
|
|
Net premiums written
|
4,134,151
|
|
|
1,633,058
|
|
|
5,767,209
|
|
|
177,632
|
|
|
5,944,841
|
|
|||||
Net premiums earned
|
4,026,713
|
|
|
1,690,725
|
|
|
5,717,438
|
|
|
177,632
|
|
|
5,895,070
|
|
|||||
Net losses and loss expenses
|
2,543,108
|
|
|
715,285
|
|
|
3,258,393
|
|
|
242,963
|
|
|
3,501,356
|
|
|||||
Acquisition costs
|
393,319
|
|
|
330,684
|
|
|
724,003
|
|
|
14,115
|
|
|
738,118
|
|
|||||
Operating expenses (2)
|
865,592
|
|
|
193,404
|
|
|
1,058,996
|
|
|
10,693
|
|
|
1,069,689
|
|
|||||
Underwriting profit (loss)
|
$
|
224,694
|
|
|
$
|
451,352
|
|
|
$
|
676,046
|
|
|
$
|
(90,139
|
)
|
|
$
|
585,907
|
|
Net investment income - excluding Life Funds Withheld Assets (3)
|
|
|
|
|
574,458
|
|
|
146,558
|
|
|
721,016
|
|
|||||||
Net investment income - Life Funds Withheld Assets
|
|
|
|
|
|
|
129,575
|
|
|
129,575
|
|
||||||||
Net results from structured products (4)
|
43,710
|
|
|
10,499
|
|
|
54,209
|
|
|
—
|
|
|
54,209
|
|
|||||
Net fee income and other (5)
|
(10,051
|
)
|
|
2,800
|
|
|
(7,251
|
)
|
|
360
|
|
|
(6,891
|
)
|
|||||
Loss on sale of life reinsurance subsidiary
|
|
|
|
|
—
|
|
|
666,423
|
|
|
666,423
|
|
|||||||
Net realized gains (losses) on investments
|
|
|
|
|
119,366
|
|
|
3,625
|
|
|
122,991
|
|
|||||||
Net realized gains (losses) on investments - Life Funds Withheld Assets
|
|
|
|
|
—
|
|
|
(15,529
|
)
|
|
(15,529
|
)
|
|||||||
Net realized and unrealized gains (losses) on derivative instruments
|
|
|
|
|
—
|
|
|
29,886
|
|
|
29,886
|
|
|||||||
Net realized and unrealized gains (losses) on life retrocession embedded derivative and derivative instruments - Life Funds Withheld Assets
|
|
|
|
|
—
|
|
|
(488,222
|
)
|
|
(488,222
|
)
|
|||||||
Net income (loss) from investment fund affiliates and operating affiliates
|
|
|
|
|
—
|
|
|
203,034
|
|
|
203,034
|
|
|||||||
Exchange (gains) losses
|
|
|
|
|
—
|
|
|
(37,568
|
)
|
|
(37,568
|
)
|
|||||||
Corporate operating expenses
|
|
|
|
|
—
|
|
|
220,165
|
|
|
220,165
|
|
|||||||
Contribution from P&C and Corporate and Other
|
|
|
|
|
1,416,828
|
|
|
(929,872
|
)
|
|
486,956
|
|
|||||||
Interest expense (6)
|
|
|
|
|
|
|
121,221
|
|
|
121,221
|
|
||||||||
Non-controlling interests
|
|
|
|
|
|
|
80,498
|
|
|
80,498
|
|
||||||||
Income tax expense
|
|
|
|
|
|
|
96,897
|
|
|
96,897
|
|
||||||||
Net income (loss) attributable to ordinary shareholders
|
|
|
|
|
|
|
|
|
$
|
188,340
|
|
||||||||
Ratios – P&C operations: (7)
|
|
|
|
|
|
|
|
|
|
||||||||||
Loss and loss expense ratio
|
63.2
|
%
|
|
42.3
|
%
|
|
57.0
|
%
|
|
|
|
|
|||||||
Underwriting expense ratio
|
31.2
|
%
|
|
31.0
|
%
|
|
31.2
|
%
|
|
|
|
|
|||||||
Combined ratio
|
94.4
|
%
|
|
73.3
|
%
|
|
88.2
|
%
|
|
|
|
|
(1)
|
Corporate and Other includes other items of our revenue and expenditures that are not evaluated at the segment level for reporting purposes, as well as the Company's Run-Off Life Operations.
|
(2)
|
Operating expenses of the segments exclude Corporate operating expenses, shown separately.
|
(3)
|
Net investment income does not include net investment income related to the net results from structured products.
|
(4)
|
The net results from P&C structured products include net investment income and interest expense of
$68.0 million
and
$12.9 million
, respectively.
|
(5)
|
Net fee income and other includes operating expenses from the Company's loss prevention consulting services business.
|
(6)
|
Interest expense excludes interest expense related to deposit liabilities recorded in the Insurance and Reinsurance segments.
|
(7)
|
Ratios are based on net premiums earned from P&C operations.
|
Year Ended December 31, 2013
(U.S. dollars in thousands, except ratios)
|
Insurance
|
|
Reinsurance
|
|
Total P&C
|
|
Corporate and Other (1)
|
|
Total
|
||||||||||
Gross premiums written
|
$
|
5,523,181
|
|
|
$
|
1,893,611
|
|
|
$
|
7,416,792
|
|
|
$
|
324,343
|
|
|
$
|
7,741,135
|
|
Net premiums written
|
4,154,093
|
|
|
1,749,889
|
|
|
5,903,982
|
|
|
295,422
|
|
|
6,199,404
|
|
|||||
Net premiums earned
|
4,267,677
|
|
|
1,746,422
|
|
|
6,014,099
|
|
|
295,422
|
|
|
6,309,521
|
|
|||||
Net losses and loss expenses
|
2,829,999
|
|
|
901,465
|
|
|
3,731,464
|
|
|
465,702
|
|
|
4,197,166
|
|
|||||
Acquisition costs
|
529,270
|
|
|
353,388
|
|
|
882,658
|
|
|
26,665
|
|
|
909,323
|
|
|||||
Operating expenses (2)
|
782,677
|
|
|
166,238
|
|
|
948,915
|
|
|
8,926
|
|
|
957,841
|
|
|||||
Underwriting profit (loss)
|
$
|
125,731
|
|
|
$
|
325,331
|
|
|
$
|
451,062
|
|
|
$
|
(205,871
|
)
|
|
$
|
245,191
|
|
Net investment income (3)
|
|
|
|
|
599,144
|
|
|
286,645
|
|
|
885,789
|
|
|||||||
Net results from structured products (4)
|
15,562
|
|
|
8,229
|
|
|
23,791
|
|
|
—
|
|
|
23,791
|
|
|||||
Net fee income and other (5)
|
(9,317
|
)
|
|
2,320
|
|
|
(6,997
|
)
|
|
1,305
|
|
|
(5,692
|
)
|
|||||
Net realized gains (losses) on investments
|
|
|
|
|
85,792
|
|
|
1,985
|
|
|
87,777
|
|
|||||||
Net realized and unrealized gains (losses) on derivative instruments
|
|
|
|
|
—
|
|
|
7,798
|
|
|
7,798
|
|
|||||||
Net income (loss) from investment fund affiliates and operating affiliates
|
|
|
|
|
—
|
|
|
258,195
|
|
|
258,195
|
|
|||||||
Exchange (gains) losses
|
|
|
|
|
—
|
|
|
(28,243
|
)
|
|
(28,243
|
)
|
|||||||
Corporate operating expenses
|
|
|
|
|
—
|
|
|
209,454
|
|
|
209,454
|
|
|||||||
Contribution from P&C and Corporate and Other
|
|
|
|
|
1,152,792
|
|
|
168,846
|
|
|
1,321,638
|
|
|||||||
Interest expense (6)
|
|
|
|
|
|
|
107,486
|
|
|
107,486
|
|
||||||||
Non-controlling interests
|
|
|
|
|
|
|
76,731
|
|
|
76,731
|
|
||||||||
Income tax expense
|
|
|
|
|
|
|
77,505
|
|
|
77,505
|
|
||||||||
Net income (loss) attributable to ordinary shareholders
|
|
|
|
|
|
|
|
|
$
|
1,059,916
|
|
||||||||
Ratios – P&C operations: (7)
|
|
|
|
|
|
|
|
|
|
||||||||||
Loss and loss expense ratio
|
66.3
|
%
|
|
51.6
|
%
|
|
62.0
|
%
|
|
|
|
|
|||||||
Underwriting expense ratio
|
30.8
|
%
|
|
29.8
|
%
|
|
30.5
|
%
|
|
|
|
|
|||||||
Combined ratio
|
97.1
|
%
|
|
81.4
|
%
|
|
92.5
|
%
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
(1)
|
Corporate and Other includes other items of our revenue and expenditures that are not evaluated at the segment level for reporting purposes, as well as the Company's Run-Off Life Operations.
|
(2)
|
Operating expenses exclude Corporate operating expenses, shown separately.
|
(3)
|
Net investment income does not include net investment income related to the net results from structured products.
|
(4)
|
The net results from P&C structured products include net investment income and interest expense of
$71.9 million
and
$48.0 million
, respectively.
|
(5)
|
Net fee income and other includes operating expenses from the Company's loss prevention consulting services business.
|
(6)
|
Interest expense excludes interest expense related to deposit liabilities recorded in the Insurance and Reinsurance segments.
|
(7)
|
Ratios are based on net premiums earned from P&C operations.
|
Year Ended December 31, 2015
(U.S. dollars in thousands)
|
Insurance
|
|
Reinsurance
|
|
Corporate and Other
|
|
Total
|
||||||||
P&C Operations:
|
|
|
|
|
|
|
|
||||||||
Professional
|
$
|
1,163,302
|
|
|
$
|
168,367
|
|
|
$
|
—
|
|
|
$
|
1,331,669
|
|
Casualty
|
1,685,748
|
|
|
468,286
|
|
|
—
|
|
|
2,154,034
|
|
||||
Property catastrophe
|
—
|
|
|
663,958
|
|
|
—
|
|
|
663,958
|
|
||||
Property
|
1,021,037
|
|
|
869,286
|
|
|
—
|
|
|
1,890,323
|
|
||||
Specialty
|
1,473,929
|
|
|
127,797
|
|
|
—
|
|
|
1,601,726
|
|
||||
Other (1)
|
304,466
|
|
|
218,008
|
|
|
—
|
|
|
522,474
|
|
||||
Total P&C Operations
|
$
|
5,648,482
|
|
|
$
|
2,515,702
|
|
|
$
|
—
|
|
|
$
|
8,164,184
|
|
Corporate and Other:
|
|
|
|
|
|
|
|
||||||||
Run-off life operations - Annuity
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
||||
Run-off life operations - Other life
|
—
|
|
|
—
|
|
|
62,240
|
|
|
62,240
|
|
||||
Total Corporate and Other
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
62,241
|
|
|
$
|
62,241
|
|
Total
|
$
|
5,648,482
|
|
|
$
|
2,515,702
|
|
|
$
|
62,241
|
|
|
$
|
8,226,425
|
|
Year Ended December 31, 2014
|
|
|
|
|
|
|
|
||||||||
P&C Operations:
|
|
|
|
|
|
|
|
||||||||
Professional
|
$
|
1,075,420
|
|
|
$
|
181,223
|
|
|
$
|
—
|
|
|
$
|
1,256,643
|
|
Casualty
|
1,422,684
|
|
|
300,223
|
|
|
—
|
|
|
1,722,907
|
|
||||
Property catastrophe
|
—
|
|
|
433,602
|
|
|
—
|
|
|
433,602
|
|
||||
Property
|
544,856
|
|
|
555,583
|
|
|
—
|
|
|
1,100,439
|
|
||||
Specialty
|
737,281
|
|
|
95,745
|
|
|
—
|
|
|
833,026
|
|
||||
Other (1)
|
246,472
|
|
|
124,349
|
|
|
—
|
|
|
370,821
|
|
||||
Total P&C Operations
|
$
|
4,026,713
|
|
|
$
|
1,690,725
|
|
|
$
|
—
|
|
|
$
|
5,717,438
|
|
Corporate and Other:
|
|
|
|
|
|
|
|
||||||||
Run-off life operations - Annuity
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
53,363
|
|
|
$
|
53,363
|
|
Run-off life operations - Other life
|
—
|
|
|
—
|
|
|
124,269
|
|
|
124,269
|
|
||||
Total Corporate and Other
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
177,632
|
|
|
$
|
177,632
|
|
Total
|
$
|
4,026,713
|
|
|
$
|
1,690,725
|
|
|
$
|
177,632
|
|
|
$
|
5,895,070
|
|
Year Ended December 31, 2013
|
|
|
|
|
|
|
|
||||||||
P&C Operations:
|
|
|
|
|
|
|
|
||||||||
Professional
|
$
|
1,370,196
|
|
|
$
|
206,169
|
|
|
$
|
—
|
|
|
$
|
1,576,365
|
|
Casualty
|
1,389,851
|
|
|
312,156
|
|
|
—
|
|
|
1,702,007
|
|
||||
Property catastrophe
|
—
|
|
|
492,568
|
|
|
—
|
|
|
492,568
|
|
||||
Property
|
544,278
|
|
|
561,105
|
|
|
—
|
|
|
1,105,383
|
|
||||
Specialty
|
732,042
|
|
|
94,797
|
|
|
—
|
|
|
826,839
|
|
||||
Other (1)
|
231,310
|
|
|
79,627
|
|
|
—
|
|
|
310,937
|
|
||||
Total P&C Operations
|
$
|
4,267,677
|
|
|
$
|
1,746,422
|
|
|
$
|
—
|
|
|
$
|
6,014,099
|
|
Corporate and Other:
|
|
|
|
|
|
|
|
||||||||
Run-off life operations - Annuity
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
122,715
|
|
|
$
|
122,715
|
|
Run-off life operations - Other life
|
—
|
|
|
—
|
|
|
172,707
|
|
|
172,707
|
|
||||
Total Corporate and Other
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
295,422
|
|
|
$
|
295,422
|
|
Total
|
$
|
4,267,677
|
|
|
$
|
1,746,422
|
|
|
$
|
295,422
|
|
|
$
|
6,309,521
|
|
(1)
|
Other within the Insurance segment includes: excess and surplus, programs, surety, structured indemnity and certain discontinued lines. Other within the Reinsurance segment includes: whole account contracts, accident and health and other lines.
|
(U.S. dollars in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
P&C Operations:
|
|
|
|
|
|
||||||
Bermuda
|
$
|
781,618
|
|
|
$
|
636,109
|
|
|
$
|
658,041
|
|
United States
|
3,045,031
|
|
|
2,528,196
|
|
|
2,650,916
|
|
|||
Europe
|
3,628,258
|
|
|
2,124,117
|
|
|
2,111,065
|
|
|||
Other
|
433,917
|
|
|
478,787
|
|
|
483,960
|
|
|||
Total P&C Operations
|
$
|
7,888,824
|
|
|
$
|
5,767,209
|
|
|
$
|
5,903,982
|
|
Corporate and Other:
|
|
|
|
|
|
||||||
Bermuda
|
$
|
62,276
|
|
|
$
|
91,979
|
|
|
$
|
117,948
|
|
Europe
|
(37
|
)
|
|
85,653
|
|
|
177,474
|
|
|||
Total Corporate and Other
|
$
|
62,239
|
|
|
$
|
177,632
|
|
|
$
|
295,422
|
|
|
|
|
Included in AOCI
|
|
|
|
|
||||||||||||
December 31, 2015
(U.S. dollars in thousands)
|
Cost or
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross Unrealized Losses
|
|
Fair Value
|
|
Non-credit Related OTTI (1)
|
||||||||||
Fixed maturities - AFS - Excluding Life Funds Withheld Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. Government and Government-Related/Supported
|
$
|
5,047,621
|
|
|
$
|
52,355
|
|
|
$
|
(34,339
|
)
|
|
$
|
5,065,637
|
|
|
$
|
—
|
|
Corporate - Financials
|
3,535,830
|
|
|
49,535
|
|
|
(23,456
|
)
|
|
3,561,909
|
|
|
—
|
|
|||||
Corporate - Non Financials
|
6,867,525
|
|
|
130,568
|
|
|
(97,646
|
)
|
|
6,900,447
|
|
|
—
|
|
|||||
RMBS – Agency
|
3,697,756
|
|
|
77,776
|
|
|
(17,561
|
)
|
|
3,757,971
|
|
|
—
|
|
|||||
RMBS – Non-Agency
|
319,876
|
|
|
25,644
|
|
|
(16,980
|
)
|
|
328,540
|
|
|
(54,200
|
)
|
|||||
CMBS
|
401,713
|
|
|
7,933
|
|
|
(4,330
|
)
|
|
405,316
|
|
|
(1,182
|
)
|
|||||
CDO
|
41,679
|
|
|
4
|
|
|
(9,273
|
)
|
|
32,410
|
|
|
(1,208
|
)
|
|||||
Other asset-backed securities
|
1,164,426
|
|
|
17,665
|
|
|
(13,519
|
)
|
|
1,168,572
|
|
|
(1,144
|
)
|
|||||
U.S. States and political subdivisions of the States
|
2,514,048
|
|
|
125,395
|
|
|
(7,373
|
)
|
|
2,632,070
|
|
|
—
|
|
|||||
Non-U.S. Sovereign Government, Provincial, Supranational and Government-Related/Supported
|
5,249,148
|
|
|
100,383
|
|
|
(97,917
|
)
|
|
5,251,614
|
|
|
—
|
|
|||||
Total fixed maturities - AFS - Excluding Life Funds Withheld Assets
|
$
|
28,839,622
|
|
|
$
|
587,258
|
|
|
$
|
(322,394
|
)
|
|
$
|
29,104,486
|
|
|
$
|
(57,734
|
)
|
Total short-term investments - Excluding Life Funds Withheld Assets
|
618,851
|
|
|
967
|
|
|
(2,428
|
)
|
|
617,390
|
|
|
—
|
|
|||||
Total equity securities
|
834,079
|
|
|
89,993
|
|
|
(45,153
|
)
|
|
878,919
|
|
|
—
|
|
|||||
Total investments - AFS - Excluding Life Funds Withheld Assets
|
$
|
30,292,552
|
|
|
$
|
678,218
|
|
|
$
|
(369,975
|
)
|
|
$
|
30,600,795
|
|
|
$
|
(57,734
|
)
|
Fixed maturities - AFS - Life Funds Withheld Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
U.S. Government and Government-Related/Supported
|
$
|
10,721
|
|
|
$
|
2,021
|
|
|
$
|
—
|
|
|
$
|
12,742
|
|
|
$
|
—
|
|
Corporate - Financials
|
531,016
|
|
|
67,220
|
|
|
—
|
|
|
598,236
|
|
|
—
|
|
|||||
Corporate - Non Financials
|
1,132,926
|
|
|
175,702
|
|
|
—
|
|
|
1,308,628
|
|
|
—
|
|
|||||
RMBS – Agency
|
591
|
|
|
161
|
|
|
—
|
|
|
752
|
|
|
—
|
|
|||||
RMBS – Non-Agency
|
24,401
|
|
|
2,552
|
|
|
—
|
|
|
26,953
|
|
|
—
|
|
|||||
CMBS
|
107,968
|
|
|
14,513
|
|
|
—
|
|
|
122,481
|
|
|
—
|
|
|||||
Other asset-backed securities
|
132,674
|
|
|
17,121
|
|
|
—
|
|
|
149,795
|
|
|
—
|
|
|||||
Non-U.S. Sovereign Government, Provincial, Supranational and Government-Related/Supported
|
737,735
|
|
|
195,781
|
|
|
—
|
|
|
933,516
|
|
|
—
|
|
|||||
Total fixed maturities - AFS - Life Funds Withheld Assets
|
$
|
2,678,032
|
|
|
$
|
475,071
|
|
|
$
|
—
|
|
|
$
|
3,153,103
|
|
|
$
|
—
|
|
Total investments - AFS
|
$
|
32,970,584
|
|
|
$
|
1,153,289
|
|
|
$
|
(369,975
|
)
|
|
$
|
33,753,898
|
|
|
$
|
(57,734
|
)
|
(1)
|
Represents the non-credit component of OTTI losses, adjusted for subsequent sales of securities. It does not include the change in fair value subsequent to the impairment measurement date.
|
December 31, 2014
(U.S. dollars in thousands)
|
Cost or
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross Unrealized Losses
|
|
Fair Value
|
|
Non-credit Related OTTI (1)
|
||||||||||
Fixed maturities - AFS - Excluding Life Funds Withheld Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
U.S. Government and Government-Related/Supported
|
$
|
2,100,851
|
|
|
$
|
77,889
|
|
|
$
|
(6,787
|
)
|
|
$
|
2,171,953
|
|
|
$
|
—
|
|
Corporate - Financials
|
2,687,797
|
|
|
87,058
|
|
|
(12,939
|
)
|
|
2,761,916
|
|
|
—
|
|
|||||
Corporate - Non Financials
|
5,774,333
|
|
|
278,747
|
|
|
(36,623
|
)
|
|
6,016,457
|
|
|
(3,309
|
)
|
|||||
RMBS – Agency
|
3,625,171
|
|
|
114,188
|
|
|
(10,783
|
)
|
|
3,728,576
|
|
|
—
|
|
|||||
RMBS – Non-Agency
|
404,398
|
|
|
41,108
|
|
|
(18,155
|
)
|
|
427,351
|
|
|
(67,918
|
)
|
|||||
CMBS
|
1,033,819
|
|
|
23,987
|
|
|
(5,262
|
)
|
|
1,052,544
|
|
|
(2,033
|
)
|
|||||
CDOs
|
717,544
|
|
|
1,659
|
|
|
(27,169
|
)
|
|
692,034
|
|
|
(1,663
|
)
|
|||||
Other asset-backed securities
|
1,028,528
|
|
|
42,810
|
|
|
(6,045
|
)
|
|
1,065,293
|
|
|
(1,797
|
)
|
|||||
U.S. States and political subdivisions of the States
|
1,892,566
|
|
|
129,910
|
|
|
(1,204
|
)
|
|
2,021,272
|
|
|
—
|
|
|||||
Non-U.S. Sovereign Government, Provincial, Supranational and Government-Related/Supported
|
4,162,425
|
|
|
139,484
|
|
|
(61,836
|
)
|
|
4,240,073
|
|
|
—
|
|
|||||
Total fixed maturities - AFS - Excluding Life Funds Withheld Assets
|
$
|
23,427,432
|
|
|
$
|
936,840
|
|
|
$
|
(186,803
|
)
|
|
$
|
24,177,469
|
|
|
$
|
(76,720
|
)
|
Total short-term investments - Excluding Life Funds Withheld Assets
|
$
|
257,221
|
|
|
$
|
49
|
|
|
$
|
(543
|
)
|
|
$
|
256,727
|
|
|
$
|
—
|
|
Total equity securities - Excluding Life Funds Withheld Assets
|
$
|
763,833
|
|
|
$
|
130,689
|
|
|
$
|
(26,230
|
)
|
|
$
|
868,292
|
|
|
$
|
—
|
|
Total investments - AFS - Excluding Life Funds Withheld Assets
|
$
|
24,448,486
|
|
|
$
|
1,067,578
|
|
|
$
|
(213,576
|
)
|
|
$
|
25,302,488
|
|
|
$
|
(76,720
|
)
|
Fixed maturities - AFS - Life Funds Withheld Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. Government and Government-Related/Supported
|
$
|
14,866
|
|
|
$
|
3,858
|
|
|
$
|
—
|
|
|
$
|
18,724
|
|
|
$
|
—
|
|
Corporate - Financials
|
701,587
|
|
|
99,432
|
|
|
—
|
|
|
801,019
|
|
|
—
|
|
|||||
Corporate - Non Financials
|
1,706,262
|
|
|
310,699
|
|
|
—
|
|
|
2,016,961
|
|
|
—
|
|
|||||
RMBS – Agency
|
3,301
|
|
|
481
|
|
|
—
|
|
|
3,782
|
|
|
—
|
|
|||||
RMBS – Non-Agency
|
71,075
|
|
|
14,260
|
|
|
—
|
|
|
85,335
|
|
|
—
|
|
|||||
CMBS
|
168,886
|
|
|
24,281
|
|
|
—
|
|
|
193,167
|
|
|
—
|
|
|||||
Other asset-backed securities
|
238,168
|
|
|
35,373
|
|
|
—
|
|
|
273,541
|
|
|
—
|
|
|||||
Non-U.S. Sovereign Government, Provincial, Supranational and Government-Related/Supported
|
1,397,194
|
|
|
391,842
|
|
|
—
|
|
|
1,789,036
|
|
|
—
|
|
|||||
Total fixed maturities - AFS - Life Funds Withheld Assets
|
$
|
4,301,339
|
|
|
$
|
880,226
|
|
|
$
|
—
|
|
|
$
|
5,181,565
|
|
|
$
|
—
|
|
Total investments - AFS
|
$
|
28,749,825
|
|
|
$
|
1,947,804
|
|
|
$
|
(213,576
|
)
|
|
$
|
30,484,053
|
|
|
$
|
(76,720
|
)
|
(1)
|
Represents the non-credit component of OTTI losses, adjusted for subsequent sales of securities. It does not include the change in fair value subsequent to the impairment measurement date.
|
December 31, 2015
(U.S. dollars in thousands)
|
Amortized
Cost |
|
Fair Value
|
||||
Fixed maturities - Trading - Life Funds Withheld Assets
|
|
|
|
|
|
||
U.S. Government and Government-Related/Supported
|
$
|
4,957
|
|
|
$
|
4,990
|
|
Corporate - Financials
|
344,070
|
|
|
335,956
|
|
||
Corporate - Non Financials
|
509,441
|
|
|
493,621
|
|
||
RMBS – Agency
|
370
|
|
|
368
|
|
||
CMBS
|
4,874
|
|
|
4,803
|
|
||
Other asset-backed securities
|
26,405
|
|
|
25,700
|
|
||
Non-U.S. Sovereign Government, Provincial, Supranational and Government-Related/Supported
|
373,492
|
|
|
370,261
|
|
||
Total fixed maturities - Trading - Life Funds Withheld Assets
|
$
|
1,263,609
|
|
|
$
|
1,235,699
|
|
Total short-term investments - Trading - Life Funds Withheld Assets
|
$
|
60,176
|
|
|
$
|
60,330
|
|
Total investments - Trading - Life Funds Withheld Assets
|
$
|
1,323,785
|
|
|
$
|
1,296,029
|
|
December 31, 2014
(U.S. dollars in thousands)
|
Amortized
Cost |
|
Fair Value
|
||||
Fixed maturities - Trading - Life Funds Withheld Assets
|
|
|
|
|
|
||
Corporate - Non Financials
|
$
|
1,180
|
|
|
$
|
1,171
|
|
Total investments - Trading - Life Funds Withheld Assets
|
$
|
1,180
|
|
|
$
|
1,171
|
|
(U.S. dollars in thousands)
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||
Amortized
Cost
|
|
Fair
Value
|
|
Amortized
Cost
|
|
Fair
Value
|
|||||||||
Fixed maturities - AFS - Excluding Life Funds Withheld Assets
|
|
|
|
|
|
|
|
||||||||
Due less than one year
|
$
|
2,106,851
|
|
|
$
|
2,104,106
|
|
|
$
|
1,972,224
|
|
|
$
|
1,980,429
|
|
Due after 1 through 5 years
|
14,051,494
|
|
|
14,143,461
|
|
|
8,919,037
|
|
|
9,113,651
|
|
||||
Due after 5 through 10 years
|
5,680,830
|
|
|
5,740,954
|
|
|
4,232,396
|
|
|
4,412,569
|
|
||||
Due after 10 years
|
1,374,997
|
|
|
1,423,156
|
|
|
1,494,315
|
|
|
1,705,022
|
|
||||
|
$
|
23,214,172
|
|
|
$
|
23,411,677
|
|
|
$
|
16,617,972
|
|
|
$
|
17,211,671
|
|
RMBS – Agency
|
$
|
3,697,756
|
|
|
$
|
3,757,971
|
|
|
$
|
3,625,171
|
|
|
$
|
3,728,576
|
|
RMBS – Non-Agency
|
319,876
|
|
|
328,540
|
|
|
404,398
|
|
|
427,351
|
|
||||
CMBS
|
401,713
|
|
|
405,316
|
|
|
1,033,819
|
|
|
1,052,544
|
|
||||
CDO
|
41,679
|
|
|
32,410
|
|
|
717,544
|
|
|
692,034
|
|
||||
Other asset-backed securities
|
1,164,426
|
|
|
1,168,572
|
|
|
1,028,528
|
|
|
1,065,293
|
|
||||
Total mortgage and asset-backed securities
|
$
|
5,625,450
|
|
|
$
|
5,692,809
|
|
|
$
|
6,809,460
|
|
|
$
|
6,965,798
|
|
Total fixed maturities - AFS - Excluding Life Funds Withheld Assets
|
$
|
28,839,622
|
|
|
$
|
29,104,486
|
|
|
$
|
23,427,432
|
|
|
$
|
24,177,469
|
|
Fixed maturities - AFS - Life Funds Withheld Assets
|
|
|
|
|
|
|
|
||||||||
Due less than one year
|
$
|
81,700
|
|
|
$
|
92,921
|
|
|
$
|
117,048
|
|
|
$
|
125,326
|
|
Due after 1 through 5 years
|
386,810
|
|
|
416,743
|
|
|
638,526
|
|
|
685,787
|
|
||||
Due after 5 through 10 years
|
491,621
|
|
|
558,805
|
|
|
1,004,698
|
|
|
1,165,348
|
|
||||
Due after 10 years
|
1,452,267
|
|
|
1,784,653
|
|
|
2,059,637
|
|
|
2,649,279
|
|
||||
|
$
|
2,412,398
|
|
|
$
|
2,853,122
|
|
|
$
|
3,819,909
|
|
|
$
|
4,625,740
|
|
RMBS – Agency
|
$
|
591
|
|
|
$
|
752
|
|
|
$
|
3,301
|
|
|
$
|
3,782
|
|
RMBS – Non-Agency
|
24,401
|
|
|
26,953
|
|
|
71,075
|
|
|
85,335
|
|
||||
CMBS
|
107,968
|
|
|
122,481
|
|
|
168,886
|
|
|
193,167
|
|
||||
Other asset-backed securities
|
132,674
|
|
|
149,795
|
|
|
238,168
|
|
|
273,541
|
|
||||
Total mortgage and asset-backed securities
|
$
|
265,634
|
|
|
$
|
299,981
|
|
|
$
|
481,430
|
|
|
$
|
555,825
|
|
Total fixed maturities - AFS - Life Funds Withheld Assets
|
$
|
2,678,032
|
|
|
$
|
3,153,103
|
|
|
$
|
4,301,339
|
|
|
$
|
5,181,565
|
|
Total fixed maturities - AFS
|
$
|
31,517,654
|
|
|
$
|
32,257,589
|
|
|
$
|
27,728,771
|
|
|
$
|
29,359,034
|
|
(U.S. dollars in thousands)
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||
Amortized
Cost
|
|
Fair
Value
|
|
Amortized
Cost
|
|
Fair
Value
|
|||||||||
Fixed maturities - Trading - Life Funds Withheld Assets
|
|
|
|
|
|
|
|
||||||||
Due less than one year
|
$
|
4,573
|
|
|
$
|
5,096
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Due after 1 through 5 years
|
278,163
|
|
|
272,220
|
|
|
—
|
|
|
—
|
|
||||
Due after 5 through 10 years
|
280,487
|
|
|
277,920
|
|
|
1,180
|
|
|
1,171
|
|
||||
Due after 10 years
|
668,737
|
|
|
649,592
|
|
|
—
|
|
|
—
|
|
||||
|
$
|
1,231,960
|
|
|
$
|
1,204,828
|
|
|
$
|
1,180
|
|
|
$
|
1,171
|
|
RMBS – Agency
|
370
|
|
|
368
|
|
|
—
|
|
|
—
|
|
||||
CMBS
|
4,874
|
|
|
4,803
|
|
|
—
|
|
|
—
|
|
||||
Other asset-backed securities
|
26,405
|
|
|
25,700
|
|
|
—
|
|
|
—
|
|
||||
Total mortgage and asset-backed securities
|
31,649
|
|
|
30,871
|
|
|
—
|
|
|
—
|
|
||||
Total fixed maturities - Trading - Life Funds Withheld Assets
|
$
|
1,263,609
|
|
|
$
|
1,235,699
|
|
|
$
|
1,180
|
|
|
$
|
1,171
|
|
December 31, 2015
(U.S. dollars in thousands)
|
Less than 12 months
|
|
Equal to or greater
than 12 months
|
||||||||||||
Fair Value
|
|
Gross
Unrealized
Losses
|
|
Fair Value
|
|
Gross
Unrealized
Losses
|
|||||||||
Fixed maturities and short-term investments - AFS
|
|
|
|
|
|
|
|
||||||||
U.S. Government and Government-Related/Supported
|
$
|
3,762,869
|
|
|
$
|
(29,339
|
)
|
|
$
|
89,113
|
|
|
$
|
(5,044
|
)
|
Corporate - Financials
|
1,641,021
|
|
|
(13,280
|
)
|
|
102,022
|
|
|
(10,192
|
)
|
||||
Corporate - Non Financials
|
3,275,270
|
|
|
(73,069
|
)
|
|
227,527
|
|
|
(24,706
|
)
|
||||
RMBS – Agency
|
1,065,055
|
|
|
(10,046
|
)
|
|
221,211
|
|
|
(7,515
|
)
|
||||
RMBS – Non-Agency
|
19,614
|
|
|
(1,104
|
)
|
|
180,146
|
|
|
(15,876
|
)
|
||||
CMBS
|
118,605
|
|
|
(1,561
|
)
|
|
78,651
|
|
|
(2,769
|
)
|
||||
CDO
|
12,311
|
|
|
(516
|
)
|
|
20,096
|
|
|
(8,757
|
)
|
||||
Other asset-backed securities
|
572,671
|
|
|
(5,252
|
)
|
|
57,563
|
|
|
(8,268
|
)
|
||||
U.S. States and political subdivisions of the States
|
565,055
|
|
|
(6,609
|
)
|
|
12,259
|
|
|
(765
|
)
|
||||
Non-U.S. Sovereign Government, Provincial, Supranational and Government-Related/Supported
|
1,921,286
|
|
|
(53,440
|
)
|
|
474,929
|
|
|
(46,714
|
)
|
||||
Total fixed maturities and short-term investments - AFS
|
$
|
12,953,757
|
|
|
$
|
(194,216
|
)
|
|
$
|
1,463,517
|
|
|
$
|
(130,606
|
)
|
Total equity securities
|
$
|
356,742
|
|
|
$
|
(45,153
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Less than 12 months
|
|
Equal to or greater
than 12 months
|
||||||||||||
December 31, 2014
(U.S. dollars in thousands)
|
Fair
Value
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
|
Gross
Unrealized Losses |
||||||||
Fixed maturities and short-term investments - AFS
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. Government and Government-Related/Supported
|
$
|
251,091
|
|
|
$
|
(1,196
|
)
|
|
$
|
342,890
|
|
|
$
|
(5,603
|
)
|
Corporate – Financials
|
387,619
|
|
|
(5,858
|
)
|
|
105,155
|
|
|
(7,097
|
)
|
||||
Corporate – Non Financials
|
949,851
|
|
|
(28,023
|
)
|
|
319,066
|
|
|
(8,657
|
)
|
||||
RMBS – Agency
|
134,535
|
|
|
(220
|
)
|
|
512,652
|
|
|
(10,563
|
)
|
||||
RMBS – Non-Agency
|
45,378
|
|
|
(1,358
|
)
|
|
202,700
|
|
|
(16,797
|
)
|
||||
CMBS
|
78,356
|
|
|
(385
|
)
|
|
169,065
|
|
|
(4,877
|
)
|
||||
CDOs
|
249,803
|
|
|
(2,666
|
)
|
|
414,516
|
|
|
(24,503
|
)
|
||||
Other asset-backed securities
|
143,044
|
|
|
(2,813
|
)
|
|
57,544
|
|
|
(3,232
|
)
|
||||
U.S. States and political subdivisions of the States
|
32,187
|
|
|
(210
|
)
|
|
63,695
|
|
|
(994
|
)
|
||||
Non-U.S. Sovereign Government, Provincial, Supranational and Government-Related/Supported
|
624,346
|
|
|
(19,043
|
)
|
|
558,422
|
|
|
(43,251
|
)
|
||||
Total fixed maturities and short-term investments - AFS
|
$
|
2,896,210
|
|
|
$
|
(61,772
|
)
|
|
$
|
2,745,705
|
|
|
$
|
(125,574
|
)
|
Total equity securities
|
$
|
191,193
|
|
|
$
|
(26,230
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
(U.S. dollars in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Fixed maturities, short term investments and cash equivalents - Excluding Life Funds Withheld Assets
|
$
|
726,161
|
|
|
$
|
809,964
|
|
|
$
|
982,275
|
|
Fixed maturities, short term investments and cash equivalents - Life Funds Withheld Assets
|
187,489
|
|
|
129,575
|
|
|
—
|
|
|||
Equity securities and other investments
|
28,200
|
|
|
42,252
|
|
|
35,388
|
|
|||
Interest on funds withheld
|
10,835
|
|
|
14,583
|
|
|
12,783
|
|
|||
Total gross investment income
|
$
|
952,685
|
|
|
$
|
996,374
|
|
|
$
|
1,030,446
|
|
Investment expenses
|
(80,315
|
)
|
|
(77,749
|
)
|
|
(72,730
|
)
|
|||
Total net investment income
|
$
|
872,370
|
|
|
$
|
918,625
|
|
|
$
|
957,716
|
|
(U.S. dollars in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Fixed maturities, short term investments, cash and cash equivalents - Excluding Life Funds Withheld Assets:
|
|
|
|
|
|
||||||
Gross realized gains
|
$
|
187,523
|
|
|
$
|
119,817
|
|
|
$
|
129,479
|
|
Gross realized losses on investments sold
|
(134,441
|
)
|
|
(66,892
|
)
|
|
(84,703
|
)
|
|||
OTTI on investments, net of amounts transferred to other comprehensive income
|
(54,346
|
)
|
|
(12,341
|
)
|
|
(16,282
|
)
|
|||
Net realized gains (losses)
|
$
|
(1,264
|
)
|
|
$
|
40,584
|
|
|
$
|
28,494
|
|
Equity securities:
|
|
|
|
|
|
||||||
Gross realized gains
|
$
|
79,556
|
|
|
$
|
96,260
|
|
|
$
|
29,402
|
|
Gross realized losses on investments sold
|
(49,223
|
)
|
|
(12,270
|
)
|
|
(3,185
|
)
|
|||
OTTI on investments, net of amounts transferred to other comprehensive income
|
(15,954
|
)
|
|
(10,944
|
)
|
|
(17
|
)
|
|||
Net realized gains (losses)
|
$
|
14,379
|
|
|
$
|
73,046
|
|
|
$
|
26,200
|
|
Other investments:
|
|
|
|
|
|
||||||
Gross realized gains
|
$
|
39,198
|
|
|
$
|
31,830
|
|
|
$
|
46,934
|
|
Gross realized losses on investments sold
|
(19,656
|
)
|
|
(10,011
|
)
|
|
(13,851
|
)
|
|||
OTTI on investments, net of amounts transferred to other comprehensive income
|
(12,660
|
)
|
|
(12,458
|
)
|
|
—
|
|
|||
Net realized gains (losses)
|
$
|
6,882
|
|
|
$
|
9,361
|
|
|
$
|
33,083
|
|
Net realized gains (losses) on investments - Excluding Life Funds Withheld Assets
|
$
|
19,997
|
|
|
$
|
122,991
|
|
|
$
|
87,777
|
|
Fixed maturities, short term investments, cash and cash equivalents - Life Funds Withheld Assets:
|
|
|
|
|
|
||||||
Gross realized gains
|
$
|
259,798
|
|
|
$
|
7,926
|
|
|
$
|
—
|
|
Gross realized losses on investments sold
|
(36,526
|
)
|
|
(2,859
|
)
|
|
—
|
|
|||
Net unrealized gains (losses) on investments, Trading - Life Funds Withheld Assets
|
(27,734
|
)
|
|
(9
|
)
|
|
—
|
|
|||
OTTI on investments, net of amounts transferred to other comprehensive income
|
(13,357
|
)
|
|
(20,587
|
)
|
|
—
|
|
|||
Net realized gains (losses) on investments - Life Funds Withheld Assets
|
$
|
182,181
|
|
|
$
|
(15,529
|
)
|
|
$
|
—
|
|
Net realized gains (losses) on investments
|
$
|
202,178
|
|
|
$
|
107,462
|
|
|
$
|
87,777
|
|
Net realized and unrealized gains (losses) on investment related derivative instruments
|
$
|
(8,616
|
)
|
|
$
|
20,121
|
|
|
$
|
6,367
|
|
Net realized gains (losses) on investments and net realized and unrealized gains (losses) on investment related derivative instruments
|
$
|
193,562
|
|
|
$
|
127,583
|
|
|
$
|
94,144
|
|
Change in unrealized gains (losses):
|
|
|
|
|
|
||||||
Fixed maturities – AFS - Excluding Life Funds Withheld Assets
|
$
|
(486,140
|
)
|
|
$
|
360,463
|
|
|
$
|
(913,174
|
)
|
Fixed maturities - AFS - Life Funds Withheld Assets
|
(405,155
|
)
|
|
880,226
|
|
|
—
|
|
|||
Fixed maturities – HTM
|
—
|
|
|
(272,540
|
)
|
|
(175,817
|
)
|
|||
Equity securities
|
(59,619
|
)
|
|
(32,577
|
)
|
|
105,163
|
|
|||
Affiliates and other investments
|
(6,072
|
)
|
|
35,143
|
|
|
26,636
|
|
|||
Net change in unrealized gains (losses) on investments
|
$
|
(956,986
|
)
|
|
$
|
970,715
|
|
|
$
|
(957,192
|
)
|
Total net realized gains (losses) on investments, net realized and unrealized gains (losses) on investment related derivative instruments, and net change in unrealized gains (losses) on investments
|
$
|
(763,424
|
)
|
|
$
|
1,098,298
|
|
|
$
|
(863,048
|
)
|
▪
|
$19.4 million
related to change of intent to hold Corporate high yield securities.
|
▪
|
$16.0 million
related to certain equities that were in a loss position for more than 11 months or impaired by more than 50%.
|
▪
|
$8.7 million
related to other investments.
|
▪
|
$8.0 million
for structured securities, principally CDOs that we no longer intend to hold for a period sufficient to recover their fair value to amortized cost.
|
▪
|
$4.0 million
related to hedge funds, included in other investments, that were in a loss position for more than 11 months.
|
▪
|
$2.0 million
related to certain quasi-government securities that we no longer intend to hold for a period sufficient to recover their fair value to amortized cost.
|
▪
|
$1.3 million
for structured securities, principally non-Agency RMBS, where we determined that the likely recovery on these securities was below the carrying value and, accordingly, recorded an impairment of the securities to the discounted value of the cash flows expected to be received on these securities.
|
▪
|
$23.6 million
related to foreign exchange losses.
|
▪
|
$12.5 million
related to other investments.
|
▪
|
$10.9 million
related to certain equities as the holdings were in a loss position for more than 11 months or impaired by more than 50%.
|
▪
|
$3.7 million
related to change of intent to hold certain Corporate high yield securities.
|
▪
|
$4.3 million
for structured securities, principally non-Agency RMBS, where we determined that the likely recovery on these securities was below the carrying value and, accordingly, recorded an impairment of the securities to the discounted value of the cash flows expected to be received on these securities.
|
▪
|
$4.3 million
related to foreign exchange losses.
|
Credit Loss Impairments
(U.S. dollars in thousands)
|
2015
|
|
2014
|
||||
Opening balance at beginning of indicated period
|
$
|
131,942
|
|
|
$
|
174,805
|
|
Credit loss impairment recognized in the current period on securities not previously impaired
|
9,698
|
|
|
3,907
|
|
||
Credit loss impairments previously recognized on securities which matured, paid down, prepaid or were sold during the period
|
(54,648
|
)
|
|
(42,671
|
)
|
||
Credit loss impairments previously recognized on securities impaired to fair value during the period
|
(2,629
|
)
|
|
—
|
|
||
Additional credit loss impairments recognized in the current period on securities previously impaired
|
2,230
|
|
|
4,185
|
|
||
Accretion of credit loss impairments previously recognized due to an increase in cash flows expected to be collected
|
(13,124
|
)
|
|
(8,284
|
)
|
||
Closing balance at end of indicated period
|
$
|
73,469
|
|
|
$
|
131,942
|
|
(U.S. dollars in thousands)
|
2015
|
|
2014
|
||||
Investment fund affiliates
|
$
|
1,386,837
|
|
|
$
|
1,219,138
|
|
Operating affiliates
|
322,062
|
|
|
418,482
|
|
||
Total investment affiliates
|
$
|
1,708,899
|
|
|
$
|
1,637,620
|
|
Year Ended December 31, 2015
(U.S. dollars in thousands, except percentages) |
XL Group Investment
|
|
Combined
Funds |
|||||||||||
Carrying
Value |
|
Equity in
Net Income (Loss) for the Year |
|
Weighted
Average XL Percentage Ownership |
|
|||||||||
Total Net Assets
(Estimated) (1) |
||||||||||||||
Hedge Funds:
|
|
|
|
|
|
|
|
|||||||
Arbitrage
|
$
|
190,016
|
|
|
$
|
612
|
|
|
8.6
|
%
|
|
$
|
2,202,112
|
|
Directional
|
551,262
|
|
|
31,012
|
|
|
7.2
|
%
|
|
7,643,134
|
|
|||
Event Driven (2)
|
285,823
|
|
|
5,592
|
|
|
3.0
|
%
|
|
9,460,387
|
|
|||
Multi-Style
|
57,097
|
|
|
5,452
|
|
|
3.6
|
%
|
|
1,600,959
|
|
|||
Total hedge funds
|
$
|
1,084,198
|
|
|
$
|
42,668
|
|
|
5.2
|
%
|
|
$
|
20,906,592
|
|
Private Investment Funds:
|
302,639
|
|
|
30,652
|
|
|
9.5
|
%
|
|
3,195,204
|
|
|||
Total Investment Fund Affiliates
|
$
|
1,386,837
|
|
|
$
|
73,320
|
|
|
5.8
|
%
|
|
$
|
24,101,796
|
|
Year Ended December 31, 2014
|
|
|
|
|
|
|
|
|||||||
Hedge Funds:
|
|
|
|
|
|
|
|
|||||||
Arbitrage
|
$
|
134,400
|
|
|
$
|
12,060
|
|
|
11.0
|
%
|
|
$
|
1,224,526
|
|
Directional
|
536,470
|
|
|
32,196
|
|
|
9.2
|
%
|
|
5,865,247
|
|
|||
Event Driven (2)
|
300,168
|
|
|
21,030
|
|
|
3.1
|
%
|
|
9,703,973
|
|
|||
Multi-Style
|
52,122
|
|
|
1,751
|
|
|
4.1
|
%
|
|
1,278,410
|
|
|||
Total hedge funds
|
$
|
1,023,160
|
|
|
$
|
67,037
|
|
|
5.7
|
%
|
|
$
|
18,072,156
|
|
Private Investment Funds:
|
195,978
|
|
|
28,779
|
|
|
17.7
|
%
|
|
1,105,776
|
|
|||
Total Investment Fund Affiliates
|
$
|
1,219,138
|
|
|
$
|
95,816
|
|
|
6.4
|
%
|
|
$
|
19,177,932
|
|
(1)
|
Total estimated net assets are generally as at November 30 for hedge fund affiliates and September 30 for private investment fund affiliates.
|
(2)
|
The Company accounts for its investment in certain funds where the ownership percentage is less than three percent using the equity method, where the Company has significant influence over the related investment management company.
|
Year ended December 31, 2015
(U.S. dollars in thousands) |
XL Group Investment
|
|
Combined Investee Summarized
Financial Data (Estimated) (2) |
||||||||||||||||||||
Carrying
Value |
|
Equity in
Net Income (Loss) for the Year |
|
Total
Assets |
|
Total
Liabilities |
|
Total
Revenue (Loss) |
|
Net Income
(Loss) |
|||||||||||||
Strategic and other operating affiliates
|
$
|
251,348
|
|
|
$
|
33,608
|
|
|
$
|
4,280,976
|
|
|
$
|
3,293,873
|
|
|
$
|
847,131
|
|
|
$
|
91,701
|
|
Investment manager affiliates (1)
|
70,714
|
|
|
11,132
|
|
|
708,605
|
|
|
95,826
|
|
|
206,672
|
|
|
90,491
|
|
||||||
Total operating affiliates
|
$
|
322,062
|
|
|
$
|
44,740
|
|
|
$
|
4,989,581
|
|
|
$
|
3,389,699
|
|
|
$
|
1,053,803
|
|
|
$
|
182,192
|
|
Year ended December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Strategic and other operating affiliates
|
317,216
|
|
|
50,132
|
|
|
4,679,395
|
|
|
3,691,173
|
|
|
1,075,935
|
|
|
152,122
|
|
||||||
Investment manager affiliates (1)
|
101,266
|
|
|
57,086
|
|
|
850,666
|
|
|
101,088
|
|
|
579,524
|
|
|
476,841
|
|
||||||
Total operating affiliates
|
$
|
418,482
|
|
|
$
|
107,218
|
|
|
$
|
5,530,061
|
|
|
$
|
3,792,261
|
|
|
$
|
1,655,459
|
|
|
$
|
628,963
|
|
(1)
|
During the years ended
December 31, 2015 and 2014
, the Company received distributions from its Investment Manager Affiliates of approximately
$25.3 million
and
$60.3 million
, respectively.
|
(2)
|
Total assets and total liabilities reflect balances related to investees still held at
December 31, 2015 and 2014
, respectively. Total revenue (loss) and net income (loss) reflect activity for the years ended
December 31, 2015 and 2014
related to both investees still held at year-end and investees disposed of during the year.
|
Year ended December 31,
(U.S. dollars in thousands)
|
2015
|
|
2014
|
||||
Hedge Funds:
|
|
|
|
||||
Arbitrage
|
$
|
205,117
|
|
|
$
|
179,821
|
|
Directional
|
276,277
|
|
|
336,082
|
|
||
Event Driven
|
5,427
|
|
|
56,238
|
|
||
Multi-Style
|
57,249
|
|
|
68,706
|
|
||
Total hedge funds
|
$
|
544,070
|
|
|
$
|
640,847
|
|
Private investment funds
|
244,576
|
|
|
129,243
|
|
||
Overseas deposits
|
479,187
|
|
|
92,223
|
|
||
Structured transactions
|
138,608
|
|
|
350,563
|
|
||
Other
|
26,616
|
|
|
35,563
|
|
||
Total other investments
|
$
|
1,433,057
|
|
|
$
|
1,248,439
|
|
Year ended December 31,
(U.S. dollars in thousands) |
Net Unrealized Gains
(Losses) |
|
Net Realized Gains (Losses)
|
||||||||||||||||
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2013
|
|||||||||||
Hedge funds
|
$
|
188,698
|
|
|
$
|
188,674
|
|
|
$
|
12,769
|
|
|
$
|
6,685
|
|
|
$
|
30,858
|
|
Private investment funds
|
38,340
|
|
|
42,604
|
|
|
9,342
|
|
|
13,275
|
|
|
4,331
|
|
|||||
Total
|
$
|
227,038
|
|
|
$
|
231,278
|
|
|
$
|
22,111
|
|
|
$
|
19,960
|
|
|
$
|
35,189
|
|
(U.S. dollars in thousands)
|
Goodwill
|
|
Intangible
assets with an
indefinite life
|
|
Intangible
assets with a
definite life
|
|
Total
|
||||||||
Balance at December 31, 2012
|
$
|
392,882
|
|
|
$
|
15,366
|
|
|
$
|
279
|
|
|
$
|
408,527
|
|
Amortization
|
—
|
|
|
—
|
|
|
(279
|
)
|
|
(279
|
)
|
||||
Foreign currency translation
|
3,363
|
|
|
—
|
|
|
—
|
|
|
3,363
|
|
||||
Balance at December 31, 2013
|
$
|
396,245
|
|
|
$
|
15,366
|
|
|
$
|
—
|
|
|
$
|
411,611
|
|
Additions
|
25,159
|
|
|
—
|
|
|
18,500
|
|
|
43,659
|
|
||||
Amortization
|
—
|
|
|
—
|
|
|
(1,850
|
)
|
|
(1,850
|
)
|
||||
Foreign currency translation
|
(5,468
|
)
|
|
—
|
|
|
—
|
|
|
(5,468
|
)
|
||||
Balance at December 31, 2014
|
$
|
415,936
|
|
|
$
|
15,366
|
|
|
$
|
16,650
|
|
|
$
|
447,952
|
|
Additions
|
807,381
|
|
|
673,000
|
|
|
315,000
|
|
|
1,795,381
|
|
||||
Amortization
|
—
|
|
|
—
|
|
|
(15,517
|
)
|
|
(15,517
|
)
|
||||
Foreign currency translation
|
(9,687
|
)
|
|
(5,507
|
)
|
|
(2,356
|
)
|
|
(17,550
|
)
|
||||
Balance at December 31, 2015
|
$
|
1,213,630
|
|
|
$
|
682,859
|
|
|
$
|
313,777
|
|
|
$
|
2,210,266
|
|
Year Ended December 31,
(U.S. dollars in thousands) |
|
||
2016
|
$
|
22,350
|
|
2017
|
19,017
|
|
|
2018
|
17,350
|
|
|
2019
|
17,350
|
|
|
2020
|
17,350
|
|
|
2021-2036
|
220,360
|
|
|
Total expected amortization expenses
|
$
|
313,777
|
|
(U.S. dollars in thousands)
|
Amount
|
Estimated Useful Life
|
||
Lloyd's - Syndicate capacity
|
$
|
660,000
|
|
Indefinite
|
Insurance licenses
|
13,000
|
|
Indefinite
|
|
Total identified indefinite life intangible assets
|
$
|
673,000
|
|
|
Lloyd's - Managing agent contracts
|
15,000
|
|
15 years
|
|
Distribution network
|
290,000
|
|
20 years
|
|
Trademarks / Trade names
|
10,000
|
|
2 years
|
|
Total identified definite life intangible assets
|
$
|
315,000
|
|
|
Total identified intangible assets
|
$
|
988,000
|
|
|
•
|
Lloyd's syndicate capacity - This asset represents the syndicate capacity of two Lloyd's syndicates allowing the Company to write insurance business in the Lloyd's market globally and realize the profits from that business. The value of the syndicate capacity includes the reputational value of participation in the Lloyd's market, and the value of trade names and licenses associated with syndicate ownership. The syndicate capacity was valued using the Multi-Period Excess Earnings Method, an application of the Income Approach. Critical inputs into the valuation model used for this intangible included estimates of the future growth of syndicate authorized premium income limits (ie, capacity) and expected return on that capacity and discounting based on a weighted average cost of capital.
|
•
|
Insurance licenses - The insurance licenses owned by Catlin at the time of the Catlin Acquisition allow the Company to write insurance business in the United States. The insurance licenses were valued using the Market Approach. Critical inputs utilized in the valuation of this intangible were the number of licenses obtained by US state and an aggregate market value per license based on similar past market transactions.
|
•
|
Lloyd's managing agent contracts - As the managing agent for certain Lloyd's syndicates, the Company has contracts with the syndicate members to provide underwriting services for which it earns managing agent fees and a profit commission. The managing agent contracts were based on the Income Approach. Critical inputs utilized in the valuation of this intangible included expected contract fee and profit commission rates applied to future managed syndicate capacity, contract renewal probabilities over a time horizon and discounting based on a weighted average cost of capital.
|
•
|
Distribution network - This asset represents a network of hundreds of retail and wholesale brokers worldwide, including specialty and regional brokerages, which allow the Company to form closer relationships with clients and aids business retention. The distribution network was valued using the Multi-Period Excess Earnings Method, an application of the Income Approach. Critical inputs into the valuation model used for this intangible included projections of underwriting profitability and investment returns, supporting capital charges, and discounting based on a weighted average cost of capital.
|
•
|
Trademarks / Trade names - The Catlin trademarks / trade names are utilized to attract customers for the turnkey solutions provided under the Company's managing agent contracts and to generate premiums from the non-Lloyd's
|
(U.S. dollars in thousands)
|
Premiums Written
Year Ended December 31,
|
|
Premiums Earned
Year Ended December 31,
|
||||||||||||||||||||
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
|||||||||||||
Direct
|
$
|
7,847,236
|
|
|
$
|
5,450,868
|
|
|
$
|
5,050,953
|
|
|
$
|
7,717,173
|
|
|
$
|
5,173,403
|
|
|
$
|
4,966,207
|
|
Assumed
|
2,821,771
|
|
|
2,310,621
|
|
|
2,365,839
|
|
|
3,465,421
|
|
|
2,343,329
|
|
|
2,363,261
|
|
||||||
Ceded
|
(2,780,183
|
)
|
|
(1,994,280
|
)
|
|
(1,512,810
|
)
|
|
(3,018,410
|
)
|
|
(1,799,294
|
)
|
|
(1,315,369
|
)
|
||||||
Net
|
$
|
7,888,824
|
|
|
$
|
5,767,209
|
|
|
$
|
5,903,982
|
|
|
$
|
8,164,184
|
|
|
$
|
5,717,438
|
|
|
$
|
6,014,099
|
|
(U.S. dollars in thousands)
|
2015
|
|
2014
|
||||
P&C Operations
|
$
|
5,248,905
|
|
|
$
|
3,411,528
|
|
Corporate and Other
|
13,801
|
|
|
17,840
|
|
||
Total unpaid losses and loss expenses recoverable
|
$
|
5,262,706
|
|
|
$
|
3,429,368
|
|
Name of Reinsurer
|
Reinsurer Financial Strength Rating
|
|
% of Total
|
|
Munich Reinsurance Co.
|
AA-/Stable
|
|
26.1
|
%
|
Lloyd's Syndicates
|
A+/Stable
|
|
11.7
|
%
|
Swiss Reinsurance Co.
|
AA-/Stable
|
|
6.8
|
%
|
Swiss Re Europe S.A.
|
AA-/Stable
|
|
4.9
|
%
|
Transatlantic Reinsurance Company
|
A+/Stable
|
|
4.3
|
%
|
Arch Reinsurance Company
|
A+/Stable
|
|
3.0
|
%
|
(U.S. dollars in thousands)
|
2015
|
|
2014
|
||||
Reserve for reported losses and loss expenses
|
$
|
10,293,448
|
|
|
$
|
7,461,444
|
|
Reserve for losses incurred but not reported
|
15,146,296
|
|
|
11,891,799
|
|
||
Unpaid losses and loss expenses
|
$
|
25,439,744
|
|
|
$
|
19,353,243
|
|
(U.S. dollars in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Loss and loss expenses payments
|
$
|
6,505,075
|
|
|
$
|
4,499,642
|
|
|
$
|
4,496,802
|
|
Change in unpaid losses and loss expenses
|
(168,263
|
)
|
|
(514,406
|
)
|
|
(71,901
|
)
|
|||
Change in unpaid losses and loss expenses recoverable
|
(440,189
|
)
|
|
(48,536
|
)
|
|
(24,774
|
)
|
|||
Paid loss recoveries
|
(1,130,423
|
)
|
|
(678,307
|
)
|
|
(668,663
|
)
|
|||
Net losses and loss expenses incurred
|
$
|
4,766,200
|
|
|
$
|
3,258,393
|
|
|
$
|
3,731,464
|
|
(U.S. dollars in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Unpaid losses and loss expenses at the beginning of the year
|
$
|
19,353,243
|
|
|
$
|
20,481,065
|
|
|
$
|
20,484,121
|
|
Unpaid losses and loss expenses recoverable
|
3,411,528
|
|
|
3,414,735
|
|
|
3,361,703
|
|
|||
Net unpaid losses and loss expenses at the beginning of the year
|
$
|
15,941,715
|
|
|
$
|
17,066,330
|
|
|
$
|
17,122,418
|
|
Acquired reserves
|
5,439,876
|
|
|
—
|
|
|
—
|
|
|||
Increase (decrease) in net losses and loss expenses incurred in respect of losses occurring in:
|
|
|
|
|
|
||||||
Current year
|
5,072,830
|
|
|
3,513,465
|
|
|
4,021,353
|
|
|||
Prior year
|
(306,630
|
)
|
|
(255,072
|
)
|
|
(289,889
|
)
|
|||
Total net incurred losses and loss expenses
|
$
|
4,766,200
|
|
|
$
|
3,258,393
|
|
|
$
|
3,731,464
|
|
Exchange rate effects
|
(582,300
|
)
|
|
(561,673
|
)
|
|
40,587
|
|
|||
Less net losses and loss expenses paid in respect of losses occurring in:
|
|
|
|
|
|
||||||
Current year
|
1,047,277
|
|
|
381,008
|
|
|
425,254
|
|
|||
Prior year
|
4,327,375
|
|
|
3,440,327
|
|
|
3,402,885
|
|
|||
Total net paid losses
|
$
|
5,374,652
|
|
|
$
|
3,821,335
|
|
|
$
|
3,828,139
|
|
Net unpaid losses and loss expenses at the end of the year
|
20,190,839
|
|
|
15,941,715
|
|
|
17,066,330
|
|
|||
Unpaid losses and loss expenses recoverable
|
5,248,905
|
|
|
3,411,528
|
|
|
3,414,735
|
|
|||
Unpaid losses and loss expenses at the end of the year
|
$
|
25,439,744
|
|
|
$
|
19,353,243
|
|
|
$
|
20,481,065
|
|
(U.S. dollars in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Insurance segment
|
$
|
(65,030
|
)
|
|
$
|
(99,758
|
)
|
|
$
|
(102,039
|
)
|
Reinsurance segment
|
(241,600
|
)
|
|
(155,314
|
)
|
|
(187,850
|
)
|
|||
Total
|
$
|
(306,630
|
)
|
|
$
|
(255,072
|
)
|
|
$
|
(289,889
|
)
|
(U.S. dollars in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Professional
|
$
|
5,763
|
|
|
$
|
17,097
|
|
|
$
|
75,045
|
|
Casualty
|
(11,949
|
)
|
|
38,414
|
|
|
(21,829
|
)
|
|||
Property
|
25,189
|
|
|
(57,470
|
)
|
|
(46,387
|
)
|
|||
Specialty
|
(120,879
|
)
|
|
(82,756
|
)
|
|
(140,740
|
)
|
|||
Other
|
36,846
|
|
|
(15,043
|
)
|
|
31,872
|
|
|||
Total
|
$
|
(65,030
|
)
|
|
$
|
(99,758
|
)
|
|
$
|
(102,039
|
)
|
•
|
For professional lines, net prior year development was
$5.8 million
unfavorable. Strengthening in the U.S. standard commercial and select accountants and public entities portfolios were largely offset by releases in the Bermuda standard commercial and design architects and engineers portfolios.
|
•
|
For casualty lines, net prior year development was
$11.9 million
favorable. This was driven by releases of
$24.5 million
in the excess casualty book, predominantly on the Bermuda portfolio, and
$24.0 million
in International casualty reflecting the better than expected loss experience reported across most accident years. These reductions were partially offset by deteriorations of
$31.2 million
in excess and surplus lines casualty book.
|
•
|
For property lines, net prior year development was
$25.2 million
unfavorable driven by worse than expected loss experience reported for the non-catastrophe exposures in the International construction and North America portfolios totaling
$53.1 million
. These deteriorations were partially offset by a reduction of
$29.6 million
in the International energy book to reflect better than expected attritional loss experience.
|
•
|
For specialty lines, net prior year development was
$120.9 million
favorable driven by releases of
$60.8 million
in the marine business and
$18.8 million
in the discontinued Bermuda political risk portfolio, the latter arising predominantly from the favorable settlement of a loss on the 2009 accident year and the lapse of the exposure for this account. There were further reductions of
$14.8 million
in the discontinued specialty book to reflect better than expected loss experience reported primarily on the 2002 and 2003 accident years and
$15.2 million
and
$7.1 million
to reflect favorable experience in aerospace and crisis management, respectively.
|
•
|
For other lines, net prior year development was
$36.8 million
unfavorable driven by a
$25.4 million
strengthening in the excess and surplus book due to worse than expected loss experience reported on the New York Contractors general liability business, predominantly on the 2013 and prior accident years. This was compounded by a strengthening of a
$18.3 million
in the surety book relating to a large claim impacting the 2013 and 2014 accident years. These deteriorations were partially offset by a
$10.1 million
reduction in the discontinued structured indemnity book due to the favorable settlement of a large claim.
|
(U.S. dollars in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Property and other short-tail lines
|
$
|
(173,754
|
)
|
|
$
|
(85,324
|
)
|
|
$
|
(136,912
|
)
|
Casualty and other
|
(67,846
|
)
|
|
(69,990
|
)
|
|
(50,938
|
)
|
|||
Total
|
$
|
(241,600
|
)
|
|
$
|
(155,314
|
)
|
|
$
|
(187,850
|
)
|
•
|
Net favorable prior year development for the short-tailed lines totaled
$173.8 million
. Details of the significant components are as follows:
|
◦
|
For property catastrophe lines, net prior year development was
$50.3 million
favorable due to reductions on a number of catastrophe losses and better than expected development on attritional losses, mainly in Europe, Middle East & Africa ("EMEA") and Latin America & Credit.
|
◦
|
For property other lines, net prior year development was
$88.9 million
favorable primarily due to better than expected attritional loss development across all books.
|
◦
|
For specialty lines, net prior year development was
$34.6 million
favorable due to better than expected attritional loss development mainly in EMEA and reductions on catastrophe and large losses.
|
•
|
Net favorable prior year development for the long-tailed lines totaled
$67.8 million
. Details of the significant components are as follows:
|
◦
|
For casualty lines, net prior year development was
$40.1 million
favorable due to better than expected attritional loss development in London, EMEA and reductions on a 2001 and a 2009 large loss being partially offset by worse than expected attritional loss development in North America and a strengthening on two 2008 large losses.
|
◦
|
For other lines, net prior year development was
$27.8 million
favorable due to better than expected development on attritional losses mainly from whole account business written in Bermuda and London.
|
(1)
|
Reinsurance contracts written, both on a proportional and excess basis, after 1972. The Company discontinued writing contracts with these exposures in 1985. Business written was across many different policies, each with a relatively small contract limit. The Company’s reported asbestos claims relate to both traditional products and premises and operations coverage.
|
(2)
|
Winterthur – business of Winterthur purchased by the Company from AXA Insurance (formerly Winterthur Swiss Insurance Company) in 2001. Pursuant to the Sale and Purchase Agreement and related agreements, AXA Insurance reimburses the Company for all asbestos losses.
|
(3)
|
During 2006, the Company acquired
$40.2 million
in losses through a loss portfolio transfer contract of which
$18.3 million
in losses related to asbestos and environmental claims. Given the terms of the policy, the combined aggregate limit on the total acquired reserves is limited to
$60.0 million
, not including coverage for claims handling costs over a defined period.
|
(4)
|
Catlin Acquisition - aviation insurance contracts written by Catlin in the Lloyd's market where the specific asbestos exclusion language was not implemented until 2003. Exposures only extend back to 1993 as Equitas was established to take on the Lloyd's market exposure for 1992 and prior. Exposure is due to asbestos-containing products in use by the aviation industry leading to claims against aviation manufacturers for asbestosis, mesothelioma and lung cancer.
|
Year ended December 31,
(U.S. dollars in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Net unpaid losses and loss expenses at beginning of year
|
$
|
81,416
|
|
|
$
|
80,435
|
|
|
$
|
78,315
|
|
Net incurred losses and loss expenses
|
15,663
|
|
|
8,903
|
|
|
6,257
|
|
|||
Less net paid losses and loss expenses
|
9,087
|
|
|
7,922
|
|
|
4,137
|
|
|||
Net increase (decrease) in unpaid losses and loss expenses
|
$
|
6,576
|
|
|
$
|
981
|
|
|
$
|
2,120
|
|
Acquired reserves
|
5,712
|
|
|
—
|
|
|
—
|
|
|||
Net unpaid losses and loss expenses at end of year
|
93,704
|
|
|
81,416
|
|
|
80,435
|
|
|||
Unpaid losses and loss expenses recoverable at end of year
|
93,688
|
|
|
100,537
|
|
|
115,090
|
|
|||
Gross unpaid losses and loss expenses at end of year
|
$
|
187,392
|
|
|
$
|
181,953
|
|
|
$
|
195,525
|
|
|
Asbestos
Claims
|
|
Environmental
Claims
|
||
Total number of claims outstanding at December 31, 2012
|
1,073
|
|
|
354
|
|
New claims reported in 2013
|
178
|
|
|
34
|
|
Claims resolved in 2013
|
(154
|
)
|
|
(50
|
)
|
Total number of claims outstanding at December 31, 2013
|
1,097
|
|
|
338
|
|
New claims reported in 2014
|
456
|
|
|
190
|
|
Claims resolved in 2014
|
(154
|
)
|
|
(69
|
)
|
Total number of claims outstanding at December 31, 2014
|
1,399
|
|
|
459
|
|
New claims reported in 2015
|
272
|
|
|
67
|
|
Claims resolved in 2015
|
(246
|
)
|
|
(96
|
)
|
Acquired reserves
|
1,166
|
|
|
—
|
|
Total number of claims outstanding at December 31, 2015
|
2,591
|
|
|
430
|
|
Year ended December 31
(U.S. dollars in thousands)
|
2015
|
|
2014
|
||||
Traditional Life
|
$
|
792,001
|
|
|
$
|
789,133
|
|
Annuities
|
3,371,499
|
|
|
3,918,066
|
|
||
Gross future policy benefit reserves
|
$
|
4,163,500
|
|
|
$
|
4,707,199
|
|
Reinsurance recoverable - GreyCastle Life Retro Arrangements
|
(3,719,131
|
)
|
|
(4,265,678
|
)
|
||
Reinsurance recoverable - U.S. Term Life Retro Arrangements
|
(284,481
|
)
|
|
—
|
|
||
Reinsurance recoverable - Other life retrocessions
|
(13,801
|
)
|
|
(17,840
|
)
|
||
Net future policy benefit reserves
|
$
|
146,087
|
|
|
$
|
423,681
|
|
(U.S. dollars in thousands)
|
2015
|
|
2014
|
||||
Assets held on a funds withheld basis relating to the GreyCastle Life Retro Arrangements
|
$
|
4,633,760
|
|
|
$
|
5,420,694
|
|
Reinsurance recoverable from GCLR
|
(3,719,131
|
)
|
|
(4,265,678
|
)
|
||
Funds withheld on GreyCastle life retrocession arrangements (net of future policy benefit reserves recoverable)
|
$
|
914,629
|
|
|
$
|
1,155,016
|
|
(U.S. dollars in thousands)
|
2015
|
|
2014
|
||||||||||||
Commitment/
Debt (1) |
|
In Use/
Outstanding (2) |
|
Commitment/
Debt (1) |
|
In Use/
Outstanding (2) |
|||||||||
Debt:
|
|
|
|
|
|
|
|
||||||||
2.30% Senior Notes due 2018
|
$
|
300,000
|
|
|
$
|
298,015
|
|
|
$
|
300,000
|
|
|
$
|
297,344
|
|
5.75% Senior Notes due 2021
|
400,000
|
|
|
397,523
|
|
|
400,000
|
|
|
397,092
|
|
||||
6.375% Senior Notes due 2024
|
350,000
|
|
|
349,029
|
|
|
350,000
|
|
|
348,920
|
|
||||
4.45% Subordinated Notes due 2025
|
500,000
|
|
|
492,521
|
|
|
—
|
|
|
—
|
|
||||
6.25% Senior Notes due 2027
|
325,000
|
|
|
323,218
|
|
|
325,000
|
|
|
323,062
|
|
||||
5.25% Senior Notes due 2043
|
300,000
|
|
|
296,294
|
|
|
300,000
|
|
|
296,162
|
|
||||
5.5% Subordinated Notes due 2045
|
500,000
|
|
|
488,370
|
|
|
—
|
|
|
—
|
|
||||
Total debt carrying value
|
$
|
2,675,000
|
|
|
$
|
2,644,970
|
|
|
$
|
1,675,000
|
|
|
$
|
1,662,580
|
|
(1)
|
Excluded from the table are certain credit facilities under which the Company is permitted to utilize up to
$1.4 billion
and
$1.6 billion
as of
December 31, 2015
and
December 31, 2014
, respectively, for revolving loans to support general operating and financing needs. However, as of
December 31, 2015
and
December 31, 2014
,
$527.1 million
and
$606.1 million
, respectively, were utilized under these facilities to issue letters of credit, leaving
$822.9 million
and $
968.9 million
, respectively, available to support other operating and financing needs.
|
•
|
Variable rate unsecured subordinated notes in the amounts of
€7 million
and
$27 million
due March 2035 and March 2036, respectively, issued by Catlin Underwriting (formerly Wellington Underwriting plc) in May 2006. The notes are subordinated to the claims of all senior creditors, as defined in the agreement governing the notes. The notes pay interest at a floating rate based on the rate on three-month deposits in U.S. dollars plus a margin of 295 basis points and 317 basis points, respectively. Interest is payable quarterly in arrears. The notes are redeemable at the discretion of the issuer.
|
•
|
Variable rate unsecured subordinated notes in the amounts of
$31 million
,
$10 million
and
€11 million
due September 2036, issued by Catlin Underwriting, in July 2006. The notes are subordinated to the claims of all senior creditors, as defined in the agreement governing the notes. The notes pay interest at a floating rate based on the rate on three-month deposits in U.S. dollars plus a margin of 310 basis points, 300 basis points and 300 basis points, respectively. Interest is payable quarterly in arrears. The notes are redeemable at the discretion of the issuer.
|
(1)
|
As of
December 31, 2015
and
December 31, 2014
, there were
fifteen
and
eight
available credit facilities, respectively.
|
(2)
|
As of
December 31, 2015
and
December 31, 2014
the stated portion of allowable credit facilities permitted to be utilized for revolving loans was
$1.4 billion
and
$1.6 billion
, respectively. However, as of
December 31, 2015
and
December 31, 2014
,
$527.1 million
and
$606.1 million
, respectively, of such facilities' limits were utilized to issue letters of credit, leaving
$822.9 million
and $
968.9 million
, respectively, available either to issue additional letters of credit or to support other operating or financing needs under these particular facilities.
|
•
|
A bilateral facility pursuant to a continuous credit agreement, available for utilization by Catlin-Bermuda, collateralized by pledged financial assets. As of
December 31, 2015
,
$230 million
of capacity was available under this facility.
|
•
|
A bilateral facility pursuant to a continuous credit agreement, available for utilization by Catlin Re Switzerland Ltd, collateralized by pledged financial assets. As of
December 31, 2015
,
$175 million
of capacity was available under this facility.
|
•
|
A facility managed by Lloyd's, acting for Catlin Syndicate 2003. As of
December 31, 2015
,
$8 million
of letters of credit were issued under this facility.
|
(U.S. dollars in thousands)
|
2015
|
|
2014
|
||||||||||||||||||||||||||||
Asset
Derivative
Notional
Amount
|
|
Asset
Derivative
Fair
Value (1)
|
|
Liability
Derivative
Notional
Amount
|
|
Liability
Derivative
Fair
Value (1)
|
|
Asset
Derivative
Notional
Amount
|
|
Asset
Derivative
Fair
Value (1)
|
|
Liability
Derivative
Notional
Amount
|
|
Liability
Derivative
Fair
Value (1)
|
|||||||||||||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Foreign exchange contracts
|
$
|
1,667,585
|
|
|
$
|
64,289
|
|
|
$
|
674,976
|
|
|
$
|
11,941
|
|
|
$
|
2,300,609
|
|
|
$
|
121,862
|
|
|
$
|
302,211
|
|
|
$
|
2,936
|
|
Total derivatives designated as hedging instruments
|
$
|
1,667,585
|
|
|
$
|
64,289
|
|
|
$
|
674,976
|
|
|
$
|
11,941
|
|
|
$
|
2,300,609
|
|
|
$
|
121,862
|
|
|
$
|
302,211
|
|
|
$
|
2,936
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Investment Related Derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Interest rate exposure
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
394,597
|
|
|
$
|
206
|
|
|
$
|
20,782
|
|
|
$
|
51
|
|
Foreign exchange exposure
|
102,234
|
|
|
2,888
|
|
|
144,707
|
|
|
1,702
|
|
|
7,385
|
|
|
403
|
|
|
207,182
|
|
|
4,442
|
|
||||||||
Credit exposure
|
8,433
|
|
|
652
|
|
|
71,614
|
|
|
12,067
|
|
|
2,408
|
|
|
165
|
|
|
14,270
|
|
|
9,836
|
|
||||||||
Financial market exposure
|
37
|
|
|
77
|
|
|
26,500
|
|
|
417
|
|
|
46,145
|
|
|
360
|
|
|
33,670
|
|
|
34
|
|
||||||||
Financial Operations Derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Credit exposure
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Other Non-Investment Derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Foreign exchange contracts
|
194,566
|
|
|
2,009
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
81,194
|
|
|
282
|
|
||||||||
Credit exposure
|
29,874
|
|
|
31
|
|
|
—
|
|
|
—
|
|
|
31,060
|
|
|
60
|
|
|
—
|
|
|
—
|
|
||||||||
Guaranteed minimum income benefit contract
|
46,032
|
|
|
19,368
|
|
|
46,032
|
|
|
19,368
|
|
|
46,249
|
|
|
13,603
|
|
|
46,249
|
|
|
13,603
|
|
||||||||
Modified coinsurance funds withheld contract (2)
|
60,667
|
|
|
—
|
|
|
4,620,879
|
|
|
—
|
|
|
64,947
|
|
|
—
|
|
|
5,401,278
|
|
|
—
|
|
||||||||
Total derivatives not designated as hedging instruments
|
$
|
441,843
|
|
|
$
|
25,025
|
|
|
$
|
4,909,732
|
|
|
$
|
33,554
|
|
|
$
|
592,791
|
|
|
$
|
14,797
|
|
|
$
|
5,804,625
|
|
|
$
|
28,248
|
|
(1)
|
Derivative instruments in an asset or liability position are included within Other assets or Other liabilities, respectively, in the balance sheets on a net basis where the Company has both a legal right of offset and the intention to settle the contracts on a net basis.
|
(2)
|
The fair value movements in derivative assets and liabilities relating to modified coinsurance funds withheld contracts are included within the associated asset or liability at each period end on the face of the balance sheets. Notional amounts associated with reinsurance agreements under which the Company assumes reinsurance risk are recorded as asset derivative notional amounts. Notional amounts associated with the GreyCastle Life Retro Arrangements under which the Company cedes reinsurance risk are recorded as liability derivative notional amounts. Included in the liability derivative notional amount at
December 31, 2015
is the cumulative net realized and unrealized loss on life retrocession embedded derivative of
$463.9 million
.
|
|
|
|
|
|
Gross Amounts Not Offset in the Balance Sheets
|
|
|
||||||||||||||||
December 31, 2015
(U.S. dollars in thousands) |
Gross Amounts Recognized in the Balance Sheets
|
|
Gross Amounts Offset in the Balance Sheets
|
|
Net Amounts in the Balance Sheets
|
|
Financial Instruments
|
|
Cash Collateral
|
|
Net Amounts
|
||||||||||||
Derivative Assets
|
$
|
89,314
|
|
|
$
|
3,087
|
|
|
$
|
86,227
|
|
|
$
|
—
|
|
|
$
|
30,958
|
|
|
$
|
55,269
|
|
Derivative Liabilities
|
$
|
45,495
|
|
|
$
|
3,087
|
|
|
$
|
42,408
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
42,408
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
December 31, 2014
(U.S. dollars in thousands) |
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative Assets
|
$
|
136,659
|
|
|
$
|
696
|
|
|
$
|
135,963
|
|
|
$
|
—
|
|
|
$
|
78,580
|
|
|
$
|
57,383
|
|
Derivative Liabilities
|
$
|
31,184
|
|
|
$
|
696
|
|
|
$
|
30,488
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
30,488
|
|
Derivatives Designated as Fair Value Hedges
(U.S. dollars in thousands)
|
Hedged Items – Amount of Gain/(Loss) Recognized in Income Attributable to Risk
|
||||||||||||||
Gain/(Loss) Recognized in Income on Derivative
|
|
Deposit
Liabilities
|
|
Fixed
Maturity
Investments
|
|
Ineffective Portion of Hedging Relationship – Gain/(Loss)
|
|||||||||
Year Ended December 31, 2015
|
|
|
|
|
|
|
|
||||||||
Interest rate exposure
|
$
|
—
|
|
|
|
|
|
|
|
||||||
Foreign exchange exposure
|
—
|
|
|
|
|
|
|
|
|||||||
Total
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Year Ended December 31, 2014
|
|
|
|
|
|
|
|
||||||||
Interest rate exposure
|
$
|
—
|
|
|
|
|
|
|
|
||||||
Foreign exchange exposure
|
(15,663
|
)
|
|
|
|
|
|
|
|||||||
Total
|
$
|
(15,663
|
)
|
|
$
|
—
|
|
|
$
|
15,407
|
|
|
$
|
(256
|
)
|
Year Ended December 31, 2013
|
|
|
|
|
|
|
|
||||||||
Interest rate exposure
|
$
|
—
|
|
|
|
|
|
|
|
||||||
Foreign exchange exposure
|
(22,568
|
)
|
|
|
|
|
|
|
|||||||
Total
|
$
|
(22,568
|
)
|
|
$
|
—
|
|
|
$
|
23,065
|
|
|
$
|
497
|
|
Settlement of Fair Value Hedges – Summary
(U.S. dollars in thousands, except years)
|
Fair Value Hedges –
Notes Payable and Debt
December 31,
|
|
Fair Value Hedges –
Deposit Liabilities
December 31,
|
||||||||||||
2015
|
|
2014
|
|
2015
|
|
2014
|
|||||||||
Cumulative reduction to interest expense
|
$
|
—
|
|
|
$
|
21,624
|
|
|
$
|
103,742
|
|
|
$
|
95,333
|
|
Remaining balance
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
129,454
|
|
|
$
|
137,862
|
|
Weighted average years remaining to maturity
|
0.0
|
|
|
0.0
|
|
|
21.6
|
|
|
23.2
|
|
(1)
|
Derivative gains (losses) from derivative instruments designated as hedges of the net investment in a foreign operation are recorded in the cumulative translation adjustment account within AOCI for each period.
|
Net Realized and Unrealized Gains (Losses) on Derivative Instruments
(U.S. dollars in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Investment Related Derivatives:
|
|
|
|
|
|
||||||
Interest rate exposure
|
$
|
(2,347
|
)
|
|
$
|
15,959
|
|
|
$
|
5,065
|
|
Foreign exchange exposure
|
(1,542
|
)
|
|
3,351
|
|
|
(948
|
)
|
|||
Credit exposure
|
(2,537
|
)
|
|
400
|
|
|
(4,052
|
)
|
|||
Financial market exposure
|
(2,190
|
)
|
|
411
|
|
|
6,302
|
|
|||
Financial Operations Derivatives:
|
|
|
|
|
|
||||||
Credit exposure
|
—
|
|
|
5,023
|
|
|
(2,437
|
)
|
|||
Other Non-Investment Derivatives:
|
|
|
|
|
|
||||||
Foreign exchange exposure
|
60,319
|
|
|
—
|
|
|
—
|
|
|||
Credit exposure
|
1,375
|
|
|
—
|
|
|
—
|
|
|||
Guaranteed minimum income benefit contract
|
—
|
|
|
2,257
|
|
|
10,457
|
|
|||
Modified coinsurance funds withheld contract
|
45
|
|
|
2,741
|
|
|
(7,086
|
)
|
|||
Total derivatives not designated as hedging instruments
|
$
|
53,123
|
|
|
$
|
30,142
|
|
|
$
|
7,301
|
|
Amount of gain (loss) recognized in income from ineffective portion of fair value hedges
|
—
|
|
|
(256
|
)
|
|
497
|
|
|||
Net realized and unrealized gains (losses) on derivative instruments
|
$
|
53,123
|
|
|
$
|
29,886
|
|
|
$
|
7,798
|
|
Net realized and unrealized gains (losses on life retrocession embedded derivative and derivative instruments - Life Funds Withheld Assets
|
$
|
(151,691
|
)
|
|
$
|
(488,222
|
)
|
|
$
|
—
|
|
Components of Life Retrocession Embedded Derivative and Derivative Instruments - Life Funds Withheld Assets:
|
|
||||||
(U.S. dollars in thousands)
|
2015
|
|
2014
|
||||
Interest income - Life Funds Withheld Assets
|
$
|
(193,568
|
)
|
|
$
|
(134,634
|
)
|
Realized and unrealized gains (losses) on Life Funds Withheld Assets
|
180,134
|
|
|
(318,065
|
)
|
||
Other
|
351
|
|
|
1,868
|
|
||
Net realized and unrealized gains (losses) on life retrocession embedded derivative
|
$
|
(13,083
|
)
|
|
$
|
(450,831
|
)
|
Net adjustments related to future policy benefit reserves, net of tax
|
$
|
(125,747
|
)
|
|
$
|
(21,786
|
)
|
Net realized and unrealized gains (losses) on derivative instruments - Life Funds Withheld Assets
|
$
|
(12,861
|
)
|
|
$
|
(15,605
|
)
|
Net realized and unrealized gains (losses) on life retrocession embedded derivative and derivative instruments - Life Funds Withheld Assets
|
$
|
(151,691
|
)
|
|
$
|
(488,222
|
)
|
Contingent Credit Features - Summary:
(U.S. dollars in thousands)
|
2015
|
|
2014
|
||||
Aggregate fair value of derivative agreements with downgrade provisions in a net liability position
|
$
|
5,827
|
|
|
$
|
5,770
|
|
Collateral posted to counterparty
|
$
|
—
|
|
|
$
|
—
|
|
(Percentage of consolidated gross written premiums from P&C operations)
|
2015
|
|
2014
|
|
2013
|
|||
AON Corporation and subsidiaries
|
18
|
%
|
|
18
|
%
|
|
21
|
%
|
Marsh & McLennan Companies
|
19
|
%
|
|
20
|
%
|
|
23
|
%
|
Willis Group and subsidiaries
|
13
|
%
|
|
11
|
%
|
|
13
|
%
|
Year Ended December 31,
(U.S. dollars in thousands)
|
|
||
2016
|
$
|
69,256
|
|
2017
|
62,517
|
|
|
2018
|
56,122
|
|
|
2019
|
51,447
|
|
|
2020
|
46,356
|
|
|
2021-2031
|
131,826
|
|
|
Total minimum future rentals
|
$
|
417,524
|
|
Year Ended December 31,
(U.S. dollars in thousands)
|
|
||
2016
|
$
|
11,870
|
|
2017
|
12,167
|
|
|
2018
|
12,471
|
|
|
2019
|
12,783
|
|
|
2020
|
13,103
|
|
|
2021-2028
|
109,248
|
|
|
Total minimum future lease payments
|
$
|
171,642
|
|
(in thousands)
|
2015
|
|
2014
|
||
Balance – beginning of year
|
255,183
|
|
|
278,253
|
|
Exercise of options
|
480
|
|
|
424
|
|
Net issuance of restricted shares
|
1,581
|
|
|
1,246
|
|
Share buybacks (1)
|
(12,434
|
)
|
|
(24,740
|
)
|
Issue of shares
|
49,935
|
|
|
—
|
|
Balance – end of year
|
294,745
|
|
|
255,183
|
|
(1)
|
Includes share buybacks associated with authorized share buyback programs as well as purchases related to satisfying tax withholding obligations of employees in connection with the vesting of restricted shares granted under the Company’s equity compensation programs.
|
|
2015
|
|
2014
|
|
2013
|
|||
Dividend yield
|
2.00
|
%
|
|
2.00
|
%
|
|
2.00
|
%
|
Risk free interest rate
|
1.70
|
%
|
|
1.81
|
%
|
|
1.14
|
%
|
Volatility
|
21.6
|
%
|
|
34.0
|
%
|
|
37.0
|
%
|
Expected lives
|
6.0 years
|
|
|
6.0 years
|
|
|
6.0 years
|
|
(In thousands except for weighted average grant date fair value)
|
2015
|
|
2014
|
|
2013
|
||||||
Options granted to purchase ordinary shares under the Programs - in thousands
|
1,974
|
|
|
1,025
|
|
|
1,047
|
|
|||
Weighted average grant date fair value
|
$
|
6.51
|
|
|
$
|
8.60
|
|
|
$
|
8.34
|
|
Total intrinsic value of stock options exercised
|
$
|
8,546
|
|
|
$
|
7,499
|
|
|
$
|
16,076
|
|
Options exercised during the year - in thousands
|
480
|
|
|
424
|
|
|
927
|
|
|||
Compensation expense related to stock option plans
|
$
|
8,961
|
|
|
$
|
9,961
|
|
|
$
|
8,294
|
|
Estimated tax benefit (charge) related to stock option plans
|
$
|
—
|
|
|
$
|
(2
|
)
|
|
$
|
50
|
|
|
Number of Shares (
in thousands
)
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Term
|
|
Aggregate
Intrinsic
Value
(in thousands)
|
|||||
Outstanding – beginning of year
|
10,525
|
|
|
$
|
32.42
|
|
|
4.8 years
|
|
$
|
86,690
|
|
Granted
|
1,974
|
|
|
36.43
|
|
|
|
|
|
|||
Exercised
|
(480
|
)
|
|
20.79
|
|
|
|
|
|
|||
Canceled/Expired
|
(1,270
|
)
|
|
75.34
|
|
|
|
|
|
|||
Outstanding – end of year
|
10,749
|
|
|
$
|
28.59
|
|
|
5.4 years
|
|
$
|
121,085
|
|
Options exercisable
|
7,741
|
|
|
$
|
26.43
|
|
|
4.1 years
|
|
$
|
105,990
|
|
Available for grant (1)
|
6,907
|
|
|
|
|
|
|
|
(1)
|
Available for grant includes shares that may be granted as either stock options, restricted stock, restricted stock units or performance units.
|
(In thousands except for weighted average grant date fair value)
|
2015
|
|
2014
|
|
2013
|
||||||
Restricted ordinary shares granted
|
44
|
|
|
46
|
|
|
181
|
|
|||
Weighted average grant date fair value
|
$
|
37.11
|
|
|
$
|
31.86
|
|
|
$
|
29.44
|
|
Aggregate grant date fair value
|
$
|
1,613
|
|
|
$
|
1,463
|
|
|
$
|
5,325
|
|
Compensation expense related to restricted stock awards
|
$
|
3,889
|
|
|
$
|
5,239
|
|
|
$
|
4,419
|
|
Estimated tax benefit related to restricted stock awards
|
$
|
709
|
|
|
$
|
1,233
|
|
|
$
|
1,047
|
|
(In thousands except for weighted average grant date fair value)
|
Number of
Shares
|
|
Weighted
Average Grant
Date Fair Value
|
|||
Unvested at December 31, 2014
|
433
|
|
|
$
|
36.41
|
|
Granted
|
44
|
|
|
$
|
37.11
|
|
Vested
|
(202
|
)
|
|
$
|
29.08
|
|
Unvested at December 31, 2015
|
275
|
|
|
$
|
41.90
|
|
(In thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Restricted stock units granted
|
1,534
|
|
|
1,867
|
|
|
1,803
|
|
|||
Aggregate grant date fair value
|
$
|
55,540
|
|
|
$
|
57,134
|
|
|
$
|
51,829
|
|
Compensation expense related to restricted stock units
|
$
|
48,937
|
|
|
$
|
41,879
|
|
|
$
|
32,874
|
|
Estimated tax benefit related to restricted stock units
|
$
|
13,271
|
|
|
$
|
11,607
|
|
|
$
|
8,813
|
|
(In thousands except for weighted average grant date fair value)
|
Number of
Shares
|
|
Weighted
Average Grant
Date Fair Value
|
|||
Unvested at December 31, 2014
|
3,248
|
|
|
$
|
28.93
|
|
Granted
|
1,534
|
|
|
$
|
36.20
|
|
Vested
|
(1,536
|
)
|
|
$
|
27.67
|
|
Forfeited
|
(176
|
)
|
|
$
|
32.45
|
|
Unvested at December 31, 2015
|
3,070
|
|
|
$
|
32.99
|
|
(In thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Performance units granted
|
781
|
|
|
572
|
|
|
656
|
|
|||
Potential maximum share payout
|
1,563
|
|
|
1,144
|
|
|
1,312
|
|
|||
Aggregate grant date fair value
|
$
|
28,082
|
|
|
$
|
16,345
|
|
|
$
|
17,753
|
|
Compensation expense related to performance units
|
$
|
12,942
|
|
|
$
|
24,089
|
|
|
$
|
1,041
|
|
Estimated tax benefit (charge) related to performance units
|
$
|
1,459
|
|
|
$
|
4,250
|
|
|
$
|
(176
|
)
|
(In thousands except for weighted average grant date fair value)
|
Number of
Shares
|
|
Weighted
Average Grant
Date Fair Value
|
|||
Unvested at December 31, 2014
|
2,540
|
|
|
$
|
25.24
|
|
Granted
|
781
|
|
|
$
|
35.94
|
|
Vested
|
(750
|
)
|
|
$
|
19.35
|
|
Forfeited
|
(63
|
)
|
|
$
|
30.03
|
|
Performance driven addition (reduction)
|
(627
|
)
|
|
$
|
27.74
|
|
Unvested at December 31, 2015
|
1,881
|
|
|
$
|
31.02
|
|
Funded Status
(U.S. dollars in thousands) |
2015
|
|
2014
|
||||
U.S.
|
$
|
(16,306
|
)
|
|
$
|
(13,124
|
)
|
U.K.
|
(4,650
|
)
|
|
(7,742
|
)
|
||
Other European
|
(21,807
|
)
|
|
(22,977
|
)
|
||
Funded status – end of year
|
$
|
(42,763
|
)
|
|
$
|
(43,843
|
)
|
Change in projected benefit obligation
(U.S. dollars in thousands)
|
2015
|
|
2014
|
||||
Projected benefit obligation – beginning of year
|
$
|
93,124
|
|
|
$
|
81,976
|
|
Projected benefit obligation assumed due to Catlin Acquisition
|
28,414
|
|
|
—
|
|
||
Service cost (1)
|
1,494
|
|
|
1,279
|
|
||
Interest cost
|
4,382
|
|
|
3,747
|
|
||
Actuarial (gain) / loss
|
2,821
|
|
|
13,402
|
|
||
Benefits and expenses paid
|
(3,747
|
)
|
|
(2,761
|
)
|
||
Foreign currency (gains) / losses
|
(4,047
|
)
|
|
(3,817
|
)
|
||
Settlements
|
(276
|
)
|
|
(702
|
)
|
||
Projected benefit obligation – end of year
|
$
|
122,165
|
|
|
$
|
93,124
|
|
Change in plan assets
(U.S. dollars in thousands)
|
2015
|
|
2014
|
||||
Fair value of plan assets – beginning of year
|
$
|
49,281
|
|
|
$
|
47,158
|
|
Fair value of plan assets acquired due to Catlin Acquisition
|
33,131
|
|
|
—
|
|
||
Actual return on plan assets
|
(119
|
)
|
|
3,543
|
|
||
Employer contributions
|
1,775
|
|
|
1,187
|
|
||
Benefits and expenses paid
|
(3,305
|
)
|
|
(1,932
|
)
|
||
Foreign currency gains / (losses)
|
(1,361
|
)
|
|
(675
|
)
|
||
Fair value of plan assets – end of year
|
$
|
79,402
|
|
|
$
|
49,281
|
|
Funded status – end of year
|
$
|
(42,763
|
)
|
|
$
|
(43,843
|
)
|
Accrued pension liability
|
$
|
42,763
|
|
|
$
|
43,843
|
|
Components of net benefit cost
(U.S. dollars in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Service cost
|
$
|
1,494
|
|
|
$
|
1,279
|
|
|
$
|
1,491
|
|
Interest cost
|
4,381
|
|
|
3,747
|
|
|
3,589
|
|
|||
Expected return on plan assets
|
(3,903
|
)
|
|
(2,859
|
)
|
|
(3,096
|
)
|
|||
Amortization of net actuarial loss
|
1,617
|
|
|
812
|
|
|
1,440
|
|
|||
Net benefit cost
|
$
|
3,589
|
|
|
$
|
2,979
|
|
|
$
|
3,424
|
|
|
2015
|
|
2014
|
||||||||||||||
|
U.S. Plans
|
|
U.K. Plans
|
|
Other European Plans
|
|
U.S. Plans
|
|
U.K. Plans
|
|
Other European Plans
|
||||||
Net Benefit Cost – Weighted-average assumptions
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
3.91
|
%
|
|
3.70
|
%
|
|
2.42
|
%
|
|
4.95
|
%
|
|
4.60
|
%
|
|
3.50
|
%
|
Expected long-term rate of return on plan assets
|
6.00
|
%
|
|
3.48
|
%
|
|
N/A
|
|
|
6.50
|
%
|
|
4.60
|
%
|
|
N/A
|
|
Rate of compensation increase
|
N/A
|
|
|
3.96
|
%
|
|
2.50
|
%
|
|
N/A
|
|
|
5.50
|
%
|
|
2.50
|
%
|
Benefit Obligation – Weighted-average assumptions
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
4.25
|
%
|
|
3.70
|
%
|
|
2.42
|
%
|
|
3.91
|
%
|
|
4.60
|
%
|
|
2.40
|
%
|
Rate of compensation increase
|
N/A
|
|
|
3.96
|
%
|
|
2.50
|
%
|
|
N/A
|
|
|
5.50
|
%
|
|
2.50
|
%
|
(U.S. dollars in thousands, except percentages)
|
Expected Return on Assets for 2015
|
|
Fair Value at December 31, 2015
|
|
Expected Return on Assets for2014
|
|
Fair Value at December 31,2014
|
||||||
Equities
|
6.2
|
%
|
|
$
|
7,893
|
|
|
7.4
|
%
|
|
$
|
7,787
|
|
Gilts
|
2.4
|
%
|
|
17,856
|
|
|
3.6
|
%
|
|
1,579
|
|
||
Corporate Bonds
|
3.4
|
%
|
|
16,915
|
|
|
4.6
|
%
|
|
1,594
|
|
||
Other (cash)
|
1.8
|
%
|
|
52
|
|
|
4.0
|
%
|
|
224
|
|
||
Total market fair value of assets
|
|
|
$
|
42,716
|
|
|
|
|
$
|
11,184
|
|
(U.S. dollars in thousands)
|
Retirement Plan
|
|
Benefits Equalization Plan
|
|
Total
|
||||||
2016
|
$
|
988
|
|
|
$
|
434
|
|
|
$
|
1,422
|
|
2017
|
$
|
1,023
|
|
|
$
|
430
|
|
|
$
|
1,453
|
|
2018
|
$
|
1,054
|
|
|
$
|
427
|
|
|
$
|
1,481
|
|
2019
|
$
|
1,240
|
|
|
$
|
524
|
|
|
$
|
1,764
|
|
2020
|
$
|
1,396
|
|
|
$
|
538
|
|
|
$
|
1,934
|
|
2021-2025
|
$
|
9,904
|
|
|
$
|
3,032
|
|
|
$
|
12,936
|
|
(U.S. dollars in thousands)
|
Unrealized Gains (Losses) on Investments (1)
|
|
OTTI Losses Recognized in AOCI
|
|
Foreign Currency Translation Adjustments
|
|
Underfunded Pension Liability
|
|
Cash Flow Hedge
|
|
Total
|
||||||||||||
Balance, net of tax, December 31, 2012
|
$
|
1,591,210
|
|
|
$
|
(121,371
|
)
|
|
$
|
69,399
|
|
|
$
|
(20,892
|
)
|
|
$
|
1,674
|
|
|
$
|
1,520,020
|
|
OCI before reclassifications
|
(742,768
|
)
|
|
—
|
|
|
(62,934
|
)
|
|
9,722
|
|
|
—
|
|
|
(795,980
|
)
|
||||||
Amounts reclassified from AOCI
|
(119,970
|
)
|
|
32,193
|
|
|
206
|
|
|
1,440
|
|
|
439
|
|
|
(85,692
|
)
|
||||||
Tax benefit (expense)
|
93,960
|
|
|
(12
|
)
|
|
7,870
|
|
|
(3,509
|
)
|
|
—
|
|
|
98,309
|
|
||||||
Net current period OCI - net of tax
|
$
|
(768,778
|
)
|
|
$
|
32,181
|
|
|
$
|
(54,858
|
)
|
|
$
|
7,653
|
|
|
$
|
439
|
|
|
$
|
(783,363
|
)
|
Balance, net of tax, December 31, 2013
|
$
|
822,432
|
|
|
$
|
(89,190
|
)
|
|
$
|
14,541
|
|
|
$
|
(13,239
|
)
|
|
$
|
2,113
|
|
|
$
|
736,657
|
|
OCI before reclassifications (1)
|
954,326
|
|
|
—
|
|
|
(26,497
|
)
|
|
(10,877
|
)
|
|
—
|
|
|
916,952
|
|
||||||
Amounts reclassified from AOCI
|
(143,330
|
)
|
|
14,082
|
|
|
87
|
|
|
812
|
|
|
255
|
|
|
(128,094
|
)
|
||||||
Tax benefit (expense)
|
(43,314
|
)
|
|
(939
|
)
|
|
681
|
|
|
2,515
|
|
|
—
|
|
|
(41,057
|
)
|
||||||
Net current period OCI - net of tax
|
$
|
767,682
|
|
|
$
|
13,143
|
|
|
$
|
(25,729
|
)
|
|
$
|
(7,550
|
)
|
|
$
|
255
|
|
|
$
|
747,801
|
|
Balance, net of tax, December 31, 2014
|
$
|
1,590,114
|
|
|
$
|
(76,047
|
)
|
|
$
|
(11,188
|
)
|
|
$
|
(20,789
|
)
|
|
$
|
2,368
|
|
|
$
|
1,484,458
|
|
OCI before reclassifications (1)
|
(474,304
|
)
|
|
—
|
|
|
(33,690
|
)
|
|
(6,100
|
)
|
|
—
|
|
|
(514,094
|
)
|
||||||
Amounts reclassified from AOCI
|
(346,911
|
)
|
|
18,987
|
|
|
—
|
|
|
1,145
|
|
|
(200
|
)
|
|
(326,979
|
)
|
||||||
Tax benefit (expense)
|
34,195
|
|
|
(442
|
)
|
|
8,375
|
|
|
1,103
|
|
|
—
|
|
|
43,231
|
|
||||||
Net current period OCI - net of tax
|
$
|
(787,020
|
)
|
|
$
|
18,545
|
|
|
$
|
(25,315
|
)
|
|
$
|
(3,852
|
)
|
|
$
|
(200
|
)
|
|
$
|
(797,842
|
)
|
Balance, net of tax, December 31, 2015
|
$
|
803,094
|
|
|
$
|
(57,502
|
)
|
|
$
|
(36,503
|
)
|
|
$
|
(24,641
|
)
|
|
$
|
2,168
|
|
|
$
|
686,616
|
|
(1)
|
Included in these amounts is the impact of Shadow Adjustments. As of December 31, 2014,
$445.1 million
was recorded. During the year ended
December 31, 2015
, additional net impacts of
$(170.7) million
were recorded, resulting in a total cumulative net impact of Shadow Adjustments on future policy benefit reserves of
$274.4 million
at
December 31, 2015
.
|
Gross Amount Reclassified From AOCI
|
||||||||
Details About AOCI Components
(U.S. dollars in thousands)
|
2015
|
|
2014
|
Affected Line Item in the Statement of Income
|
||||
Unrealized gains and losses on investments:
|
|
|
|
|
||||
|
$
|
(316,508
|
)
|
|
$
|
(175,639
|
)
|
Net realized gains (losses) on investments sold
|
|
95,344
|
|
|
$
|
54,095
|
|
OTTI on investments
|
|
|
(125,747
|
)
|
|
$
|
(21,786
|
)
|
Net realized and unrealized gains (losses) on life retrocession embedded derivative and derivative instruments - Life Funds Withheld Assets
|
|
|
$
|
(346,911
|
)
|
|
$
|
(143,330
|
)
|
Total before tax
|
|
7,597
|
|
|
$
|
(1,593
|
)
|
Provision (benefit) for income tax
|
|
|
$
|
(339,314
|
)
|
|
$
|
(144,923
|
)
|
Net of tax
|
OTTI losses recognized in OCI:
|
|
|
|
|
||||
|
$
|
18,014
|
|
|
$
|
11,848
|
|
Net realized gains (losses) on investments sold
|
|
973
|
|
|
$
|
2,234
|
|
OTTI on investments transferred to (from) OCI
|
|
|
$
|
18,987
|
|
|
$
|
14,082
|
|
Total before tax
|
|
(32
|
)
|
|
$
|
(175
|
)
|
Provision (benefit) for income tax
|
|
|
$
|
18,955
|
|
|
$
|
13,907
|
|
Net of tax
|
Foreign Currency Translation:
|
|
|
|
|
||||
Foreign exchange relating to affiliate investments
|
$
|
—
|
|
|
$
|
87
|
|
Exchange gains (losses) - before tax
|
|
—
|
|
|
$
|
—
|
|
Provision (benefit) for income tax
|
|
|
$
|
—
|
|
|
$
|
87
|
|
Net of tax
|
Underfunded Pension Liability:
|
|
|
|
|
||||
Pension expense
|
$
|
1,145
|
|
|
$
|
812
|
|
Operating Expenses
|
|
(401
|
)
|
|
$
|
(206
|
)
|
Provision (benefit) for income tax
|
|
|
$
|
744
|
|
|
$
|
606
|
|
Net of tax
|
Gains and losses on cash flow hedges:
|
|
|
|
|
||||
Interest rate contracts
|
$
|
(200
|
)
|
|
$
|
255
|
|
Interest Expense
|
|
—
|
|
|
$
|
—
|
|
Provision (benefit) for income tax
|
|
|
$
|
(200
|
)
|
|
$
|
255
|
|
Net of tax
|
|
|
|
|
|
||||
Total reclassifications for the period, gross of tax
|
$
|
(326,979
|
)
|
|
(128,094
|
)
|
|
|
Tax (benefit) expense
|
7,164
|
|
|
(1,974
|
)
|
|
||
Total reclassifications for the period, net of tax
|
$
|
(319,815
|
)
|
|
(130,068
|
)
|
|
(U.S. dollars in millions)
|
2015
|
|
2014
|
|
2013
|
||||||
Series D preference ordinary shares (1) (2)
|
$
|
11.8
|
|
|
$
|
11.7
|
|
|
$
|
12.3
|
|
Series E preference ordinary shares (3)
|
$
|
65.1
|
|
|
$
|
65.1
|
|
|
$
|
65.1
|
|
Non-cumulative perpetual preferred shares (4)
|
$
|
21.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
On
October 30, 2015
, the Company announced that the Board of Directors of XL-Cayman resolved to pay a dividend of
$8.7787
per share on XL-Cayman’s Series D Preference Ordinary Shares. The dividend was paid on
January 15, 2016
to all shareholders of record at
January 1, 2016
.
|
(2)
|
On
February 19, 2016
, the Company announced that the Board of Directors of XL-Cayman, resolved on
February 18, 2016
to pay a dividend of
$9.349
per share on XL-Cayman’s Series D Preference Ordinary Shares. The dividend will be paid on
April 15, 2016
to all shareholders of record at
April 1, 2016
.
|
(3)
|
On
February 19, 2016
, the Company announced that the Board of Directors of XL-Cayman, resolved on
February 18, 2016
to pay a dividend of
$32.50
per share on XL-Cayman’s Series E Preference Ordinary Shares. The dividend will be paid on
April 15, 2016
to all shareholders of record at
April 1, 2016
.
|
(4)
|
On
January 12, 2016
, the Board of Directors of Catlin-Bermuda resolved to pay a dividend in the aggregate amount of
$21.8 million
on CICL Prefs. The dividend was paid on
January 19, 2016
to all shareholders of record at
December 31, 2015
.
|
Jurisdiction
|
Tax Years
|
U.S.
|
2013
|
Ireland
|
2006 - 2009
|
Germany
|
2010 - 2013
|
France
|
2013 - 2014
|
Jurisdiction
|
Tax Years
|
U.S.
|
2012 - 2015
|
Ireland
|
2006 - 2015
|
U.K.
|
2013 - 2015
|
Germany
|
2010 - 2015
|
Switzerland
|
2011 - 2015
|
France
|
2013 - 2015
|
(U.S. dollars in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Current expense (benefit):
|
|
|
|
|
|
||||||
U.S.
|
$
|
(22,698
|
)
|
|
$
|
45,598
|
|
|
$
|
49,566
|
|
Non U.S.
|
67,784
|
|
|
81,371
|
|
|
41,921
|
|
|||
Total current expense (benefit)
|
$
|
45,086
|
|
|
$
|
126,969
|
|
|
$
|
91,487
|
|
Deferred expense (benefit):
|
|
|
|
|
|
||||||
U.S.
|
$
|
(63,491
|
)
|
|
$
|
8,572
|
|
|
$
|
700
|
|
Non U.S.
|
(756
|
)
|
|
(38,644
|
)
|
|
(14,682
|
)
|
|||
Total deferred expense (benefit)
|
$
|
(64,247
|
)
|
|
$
|
(30,072
|
)
|
|
$
|
(13,982
|
)
|
Total tax expense (benefit)
|
$
|
(19,161
|
)
|
|
$
|
96,897
|
|
|
$
|
77,505
|
|
Jurisdiction
|
Applicable Statutory Taxation Rates
|
|
Ireland (1)
|
12.50
|
%
|
Ireland (1)
|
25.00
|
%
|
Bermuda
|
—
|
%
|
U.S.
|
35.00
|
%
|
U.K.
|
20.25
|
%
|
Switzerland (2)
|
7.83
|
%
|
Switzerland (2)
|
21.20
|
%
|
Germany
|
15.00
|
%
|
France
|
38.00
|
%
|
(1)
|
The different applicable statutory taxation rates in Ireland relate to entities classified as trading or non-trading companies.
|
(2)
|
The different applicable statutory taxation rates in Switzerland relate to entities classified as trading or holding companies.
|
(U.S. dollars in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Expected tax (benefit) provision at weighted average rate
|
$
|
(50,797
|
)
|
|
$
|
132,775
|
|
|
$
|
43,092
|
|
Permanent differences:
|
|
|
|
|
|
||||||
Non-taxable (income) loss
|
(23,036
|
)
|
|
(19,870
|
)
|
|
(50,745
|
)
|
|||
Revision to prior year estimates
|
7,402
|
|
|
2,016
|
|
|
8,551
|
|
|||
State, local and foreign taxes
|
27,499
|
|
|
47,078
|
|
|
12,225
|
|
|||
Valuation allowance
|
9,517
|
|
|
(181
|
)
|
|
5,754
|
|
|||
Net allocated investment income
|
(405
|
)
|
|
3,399
|
|
|
5,949
|
|
|||
Stock options
|
(433
|
)
|
|
411
|
|
|
1,501
|
|
|||
Non-deductible expenses
|
42,839
|
|
|
22,556
|
|
|
23,662
|
|
|||
Other investment related adjustments
|
2,075
|
|
|
(2,916
|
)
|
|
—
|
|
|||
Adjustments related to GreyCastle Life Retro Arrangements
|
(35,045
|
)
|
|
(99,535
|
)
|
|
—
|
|
|||
Change in tax rates
|
(11,877
|
)
|
|
3,974
|
|
|
(2,484
|
)
|
|||
Uncertain tax positions
|
13,100
|
|
|
7,190
|
|
|
30,000
|
|
|||
Total tax expense (benefit)
|
$
|
(19,161
|
)
|
|
$
|
96,897
|
|
|
$
|
77,505
|
|
(U.S. dollars in thousands)
|
2015
|
|
2014
|
||||
Deferred tax asset:
|
|
|
|
||||
Net unpaid loss reserve discount
|
$
|
111,584
|
|
|
$
|
90,262
|
|
Net unearned premiums
|
80,434
|
|
|
72,752
|
|
||
Compensation liabilities
|
94,013
|
|
|
77,578
|
|
||
Net operating losses
|
181,295
|
|
|
49,834
|
|
||
Investment adjustments
|
14,399
|
|
|
13,022
|
|
||
Pension
|
10,370
|
|
|
8,114
|
|
||
Bad debt reserve
|
7,425
|
|
|
6,626
|
|
||
Amortizable goodwill
|
5,396
|
|
|
6,694
|
|
||
Net unrealized depreciation on investments
|
5,051
|
|
|
1,484
|
|
||
Stock options
|
16,192
|
|
|
11,985
|
|
||
Depreciation
|
13,299
|
|
|
7,599
|
|
||
Net realized capital losses
|
98,756
|
|
|
97,189
|
|
||
Deferred intercompany capital losses
|
26,164
|
|
|
57,427
|
|
||
Untaxed Lloyd's result
|
3,769
|
|
|
7,254
|
|
||
Deferred acquisition costs
|
31,133
|
|
|
11,386
|
|
||
Currency translation adjustments
|
6,280
|
|
|
—
|
|
||
Other
|
24,977
|
|
|
2,282
|
|
||
Deferred tax asset, gross of valuation allowance
|
$
|
730,537
|
|
|
$
|
521,488
|
|
Valuation allowance
|
276,301
|
|
|
207,062
|
|
||
Deferred tax asset, net of valuation allowance
|
$
|
454,236
|
|
|
$
|
314,426
|
|
|
|
|
|
(U.S. dollars in thousands)
|
2015
|
|
2014
|
||||
Deferred tax liability:
|
|
|
|
||||
Net unrealized appreciation on investments
|
$
|
51,010
|
|
|
$
|
63,642
|
|
Unremitted earnings
|
$
|
3,739
|
|
|
$
|
5,125
|
|
Deferred acquisition costs
|
8,308
|
|
|
2,737
|
|
||
Currency translation adjustments
|
1,210
|
|
|
3,969
|
|
||
Regulatory reserves
|
64,352
|
|
|
65,965
|
|
||
Investment adjustment
|
6,373
|
|
|
12,061
|
|
||
Untaxed Lloyd’s result
|
—
|
|
|
11,422
|
|
||
Depreciation
|
11,500
|
|
|
—
|
|
||
Syndicate capacity
|
92,756
|
|
|
—
|
|
||
Intangible asset
|
40,126
|
|
|
—
|
|
||
Other
|
13,202
|
|
|
11,260
|
|
||
Deferred tax liability
|
$
|
292,576
|
|
|
$
|
176,181
|
|
Net Deferred Tax Asset
|
$
|
161,660
|
|
|
$
|
138,245
|
|
Jurisdiction
(U.S. dollars in thousands)
|
2015
|
|
2014
|
||||
Switzerland
|
$
|
7,818
|
|
|
$
|
1,459
|
|
Ireland
|
93,396
|
|
|
72,363
|
|
||
U.S.
|
106,624
|
|
|
123,695
|
|
||
U.K.
|
46,732
|
|
|
1,632
|
|
||
Other
|
21,731
|
|
|
7,913
|
|
||
Valuation Allowance Total
|
$
|
276,301
|
|
|
$
|
207,062
|
|
(U.S. dollars in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Unrecognized tax benefits, beginning of the year
|
$
|
37,190
|
|
|
$
|
30,000
|
|
|
$
|
—
|
|
Increases for tax positions taken during the year
|
20,370
|
|
|
12,182
|
|
|
9,591
|
|
|||
Increases for tax positions taken in prior years (1)
|
38,650
|
|
|
15,304
|
|
|
20,409
|
|
|||
Decreases for tax positions taken in prior years
|
(4,850
|
)
|
|
(20,296
|
)
|
|
—
|
|
|||
Decreases for lapse of the applicable statute of limitations
|
(10,770
|
)
|
|
—
|
|
|
—
|
|
|||
Unrecognized tax benefits, end of year
|
$
|
80,590
|
|
|
$
|
37,190
|
|
|
$
|
30,000
|
|
(1)
|
Included in this amount is approximately
$30.3 million
of unrecognized tax benefits related to the Catlin Acquisition that existed as of the Acquisition Date. Of this amount,
$4.8 million
had been specifically identified as an unrecognized tax benefit, and the remaining
$25.5 million
was included in deferred tax liability. In conjunction with the Catlin Acquisition, management determined that this amount should be reclassified as an unrecognized tax benefit.
|
(U.S. dollars in thousands)
|
Bermuda (1)
|
|
U.S. (2)
|
|
U.K., Europe and Other
|
||||||||||||||||||
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|||||||||||||
Required statutory capital and surplus
|
$
|
7,722,123
|
|
|
$
|
6,194,832
|
|
|
$
|
747,313
|
|
|
$
|
668,794
|
|
|
$
|
4,445,247
|
|
|
$
|
1,604,721
|
|
Actual statutory capital and surplus (3)
|
$
|
11,112,176
|
|
|
$
|
10,309,895
|
|
|
$
|
2,234,767
|
|
|
$
|
2,233,596
|
|
|
$
|
6,054,122
|
|
|
$
|
2,712,552
|
|
(1)
|
Required statutory capital and surplus at
December 31, 2015
represents
100%
Bermuda Solvency Capital Requirement ("BSCR") level for the top Bermuda operating subsidiary, XL Insurance (Bermuda) Ltd, calculated on a consolidated basis (and therefore includes a BSCR requirement for all regions).
|
(2)
|
Required statutory capital and surplus represents
100%
Risk-Based Capital level for principal U.S. operating subsidiaries.
|
(3)
|
Statutory assets in Bermuda include investments in other U.S. and international subsidiaries reported separately herein.
|
(U.S. dollars in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Bermuda
|
$
|
1,513,924
|
|
|
$
|
361,022
|
|
|
$
|
1,241,878
|
|
U.S.
|
$
|
17,574
|
|
|
$
|
155,751
|
|
|
$
|
124,310
|
|
U.K., Europe and Other
|
$
|
(125,758
|
)
|
|
$
|
215,787
|
|
|
$
|
1,465
|
|
(U.S. dollars in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Reported net premiums
|
$
|
42,042
|
|
|
$
|
91,261
|
|
|
$
|
73,085
|
|
Reported net losses
|
$
|
13,246
|
|
|
$
|
38,927
|
|
|
$
|
29,042
|
|
Reported net acquisition costs
|
$
|
14,682
|
|
|
$
|
35,711
|
|
|
$
|
25,275
|
|
(U.S. dollars in thousands, except per share amounts)
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
2015
|
|
|
|
|
|
|
|
||||||||
Net premiums earned – P&C operations
|
$
|
1,319,494
|
|
|
$
|
2,063,795
|
|
|
$
|
2,405,740
|
|
|
$
|
2,375,155
|
|
Net premiums earned – Corporate and Other
|
$
|
14,506
|
|
|
$
|
18,258
|
|
|
$
|
17,812
|
|
|
$
|
11,665
|
|
Underwriting profit (loss) – P&C operations
|
$
|
146,836
|
|
|
$
|
208,779
|
|
|
$
|
114,118
|
|
|
$
|
183,458
|
|
Net income (loss) attributable to ordinary shareholders
|
$
|
36,281
|
|
|
$
|
915,039
|
|
|
$
|
27,282
|
|
|
$
|
228,550
|
|
Net income (loss) per ordinary share and ordinary equivalent – basic
|
$
|
0.14
|
|
|
$
|
3.16
|
|
|
$
|
0.09
|
|
|
$
|
0.77
|
|
Net income (loss) per ordinary share and ordinary equivalent – diluted
|
$
|
0.14
|
|
|
$
|
3.11
|
|
|
$
|
0.09
|
|
|
$
|
0.76
|
|
2014
|
|
|
|
|
|
|
|
||||||||
Net premiums earned – P&C operations
|
$
|
1,412,528
|
|
|
$
|
1,438,076
|
|
|
$
|
1,453,673
|
|
|
$
|
1,413,161
|
|
Net premiums earned – Corporate and Other
|
$
|
76,311
|
|
|
$
|
58,518
|
|
|
$
|
19,739
|
|
|
$
|
23,064
|
|
Underwriting profit (loss) – P&C operations
|
$
|
144,874
|
|
|
$
|
167,947
|
|
|
$
|
144,375
|
|
|
$
|
218,850
|
|
Net income (loss) attributable to ordinary shareholders
|
$
|
255,717
|
|
|
$
|
(279,260
|
)
|
|
$
|
72,384
|
|
|
$
|
139,499
|
|
Net income (loss) per ordinary share and ordinary equivalent – basic
|
$
|
0.93
|
|
|
$
|
(1.03
|
)
|
|
$
|
0.27
|
|
|
$
|
0.54
|
|
Net income (loss) per ordinary share and ordinary equivalent – diluted
|
$
|
0.91
|
|
|
$
|
(1.03
|
)
|
|
$
|
0.27
|
|
|
$
|
0.53
|
|
|
Year Ended December 31, 2015
|
||||||||||||||||||
Condensed Consolidating Statement of Income and Comprehensive Income
(U.S. dollars in thousands, except per share data)
|
XL- Ireland
|
|
XL-Cayman
|
|
Other XL-Ireland Subsidiaries
|
|
Consolidating Adjustments and Eliminations
|
|
XL-Ireland Consolidated
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net premiums earned
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,226,425
|
|
|
$
|
—
|
|
|
$
|
8,226,425
|
|
Total net investment income
|
169
|
|
|
9,363
|
|
|
859,002
|
|
|
3,836
|
|
|
872,370
|
|
|||||
Total net realized gains (losses) on investments
|
—
|
|
|
13,814
|
|
|
197,129
|
|
|
(8,765
|
)
|
|
202,178
|
|
|||||
Net realized and unrealized gains (losses) on derivative instruments
|
—
|
|
|
12,363
|
|
|
40,760
|
|
|
—
|
|
|
53,123
|
|
|||||
Net realized and unrealized gains (losses) on life retrocession embedded derivative and derivative instruments - Life Funds Withheld Assets
|
—
|
|
|
—
|
|
|
(151,691
|
)
|
|
—
|
|
|
(151,691
|
)
|
|||||
Income (loss) from investment fund affiliates
|
—
|
|
|
—
|
|
|
73,320
|
|
|
—
|
|
|
73,320
|
|
|||||
Fee income and other
|
—
|
|
|
—
|
|
|
33,201
|
|
|
—
|
|
|
33,201
|
|
|||||
Total revenues
|
$
|
169
|
|
|
$
|
35,540
|
|
|
$
|
9,278,146
|
|
|
$
|
(4,929
|
)
|
|
$
|
9,308,926
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net losses and loss expenses incurred
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,766,200
|
|
|
$
|
—
|
|
|
$
|
4,766,200
|
|
Claims and policy benefits
|
—
|
|
|
—
|
|
|
115,997
|
|
|
—
|
|
|
115,997
|
|
|||||
Acquisition costs
|
—
|
|
|
—
|
|
|
1,317,448
|
|
|
—
|
|
|
1,317,448
|
|
|||||
Operating expenses
|
46,340
|
|
|
10,565
|
|
|
1,910,034
|
|
|
—
|
|
|
1,966,939
|
|
|||||
Exchange (gains) losses
|
(345
|
)
|
|
20
|
|
|
22,829
|
|
|
—
|
|
|
22,504
|
|
|||||
Extinguishment of debt
|
—
|
|
|
—
|
|
|
5,592
|
|
|
—
|
|
|
5,592
|
|
|||||
Interest expense
|
11
|
|
|
143,330
|
|
|
61,874
|
|
|
—
|
|
|
205,215
|
|
|||||
Total expenses
|
$
|
46,006
|
|
|
$
|
153,915
|
|
|
$
|
8,199,974
|
|
|
$
|
—
|
|
|
$
|
8,399,895
|
|
Income (loss) before income tax and income (loss) from operating affiliates
|
$
|
(45,837
|
)
|
|
$
|
(118,375
|
)
|
|
$
|
1,078,172
|
|
|
$
|
(4,929
|
)
|
|
$
|
909,031
|
|
Income (loss) from operating affiliates
|
—
|
|
|
—
|
|
|
44,740
|
|
|
—
|
|
|
44,740
|
|
|||||
Gain on sale of operating affiliate
|
—
|
|
|
—
|
|
|
340,407
|
|
|
—
|
|
|
340,407
|
|
|||||
Equity in net earnings (losses) of subsidiaries
|
1,253,609
|
|
|
1,449,404
|
|
|
—
|
|
|
(2,703,013
|
)
|
|
—
|
|
|||||
Provision (benefit) for income tax
|
620
|
|
|
245
|
|
|
(20,026
|
)
|
|
—
|
|
|
(19,161
|
)
|
|||||
Net income (loss)
|
$
|
1,207,152
|
|
|
$
|
1,330,784
|
|
|
$
|
1,483,345
|
|
|
$
|
(2,707,942
|
)
|
|
$
|
1,313,339
|
|
Non-controlling interests
|
—
|
|
|
77,175
|
|
|
29,012
|
|
|
—
|
|
|
106,187
|
|
|||||
Net income (loss) attributable to ordinary shareholders
|
$
|
1,207,152
|
|
|
$
|
1,253,609
|
|
|
$
|
1,454,333
|
|
|
$
|
(2,707,942
|
)
|
|
$
|
1,207,152
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Comprehensive income (loss)
|
$
|
409,310
|
|
|
$
|
455,767
|
|
|
$
|
656,491
|
|
|
$
|
(1,112,258
|
)
|
|
$
|
409,310
|
|
|
Year Ended December 31, 2014
|
||||||||||||||||||
Condensed Consolidating Statement of Income and Comprehensive Income
(U.S. dollars in thousands, except per share data)
|
XL- Ireland
|
|
XL-Cayman
|
|
Other XL-Ireland Subsidiaries
|
|
Consolidating Adjustments and Eliminations
|
|
XL-Ireland Consolidated
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net premiums earned
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,895,070
|
|
|
$
|
—
|
|
|
$
|
5,895,070
|
|
Total net investment income
|
275
|
|
|
20,256
|
|
|
889,611
|
|
|
8,483
|
|
|
918,625
|
|
|||||
Total net realized gains (losses) on investments
|
—
|
|
|
27,541
|
|
|
102,150
|
|
|
(22,229
|
)
|
|
107,462
|
|
|||||
Net realized and unrealized gains (losses) on derivative instruments
|
—
|
|
|
—
|
|
|
29,886
|
|
|
—
|
|
|
29,886
|
|
|||||
Net realized and unrealized gains (losses) on life retrocession embedded derivative and derivative instruments - Life Funds Withheld Assets
|
—
|
|
|
—
|
|
|
(488,222
|
)
|
|
—
|
|
|
(488,222
|
)
|
|||||
Income (loss) from investment fund affiliates
|
—
|
|
|
—
|
|
|
95,816
|
|
|
—
|
|
|
95,816
|
|
|||||
Fee income and other
|
—
|
|
|
—
|
|
|
43,630
|
|
|
—
|
|
|
43,630
|
|
|||||
Total revenues
|
$
|
275
|
|
|
$
|
47,797
|
|
|
$
|
6,567,941
|
|
|
$
|
(13,746
|
)
|
|
$
|
6,602,267
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net losses and loss expenses incurred
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,258,393
|
|
|
$
|
—
|
|
|
$
|
3,258,393
|
|
Claims and policy benefits
|
—
|
|
|
—
|
|
|
242,963
|
|
|
—
|
|
|
242,963
|
|
|||||
Acquisition costs
|
—
|
|
|
—
|
|
|
738,118
|
|
|
—
|
|
|
738,118
|
|
|||||
Operating expenses
|
9,646
|
|
|
13,102
|
|
|
1,318,567
|
|
|
—
|
|
|
1,341,315
|
|
|||||
Exchange (gains) losses
|
127
|
|
|
168
|
|
|
(37,863
|
)
|
|
—
|
|
|
(37,568
|
)
|
|||||
Loss on sale of life reinsurance subsidiary
|
—
|
|
|
—
|
|
|
666,423
|
|
|
—
|
|
|
666,423
|
|
|||||
Interest expense
|
5
|
|
|
110,323
|
|
|
23,778
|
|
|
—
|
|
|
134,106
|
|
|||||
Total expenses
|
$
|
9,778
|
|
|
$
|
123,593
|
|
|
$
|
6,210,379
|
|
|
$
|
—
|
|
|
$
|
6,343,750
|
|
Income (loss) before income tax and income (loss) from operating affiliates
|
$
|
(9,503
|
)
|
|
$
|
(75,796
|
)
|
|
$
|
357,562
|
|
|
$
|
(13,746
|
)
|
|
$
|
258,517
|
|
Income (loss) from operating affiliates
|
—
|
|
|
—
|
|
|
107,218
|
|
|
—
|
|
|
107,218
|
|
|||||
Gain on sale of operating affiliate
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Equity in net earnings (losses) of subsidiaries
|
197,843
|
|
|
350,602
|
|
|
—
|
|
|
(548,445
|
)
|
|
—
|
|
|||||
Provision (benefit) for income tax
|
—
|
|
|
(212
|
)
|
|
97,109
|
|
|
—
|
|
|
96,897
|
|
|||||
Net income (loss)
|
$
|
188,340
|
|
|
$
|
275,018
|
|
|
$
|
367,671
|
|
|
$
|
(562,191
|
)
|
|
$
|
268,838
|
|
Non-controlling interests
|
—
|
|
|
77,175
|
|
|
3,323
|
|
|
—
|
|
|
80,498
|
|
|||||
Net income (loss) attributable to ordinary shareholders
|
$
|
188,340
|
|
|
$
|
197,843
|
|
|
$
|
364,348
|
|
|
$
|
(562,191
|
)
|
|
$
|
188,340
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Comprehensive income (loss)
|
$
|
936,141
|
|
|
$
|
945,644
|
|
|
$
|
1,112,149
|
|
|
$
|
(2,057,793
|
)
|
|
$
|
936,141
|
|
|
Year Ended December 31, 2013
|
||||||||||||||||||
Condensed Consolidating Statement of Income and Comprehensive Income
(U.S. dollars in thousands, except per share data)
|
XL- Ireland
|
|
XL-Cayman
|
|
Other XL-Ireland Subsidiaries
|
|
Consolidating Adjustments and Eliminations
|
|
XL-Ireland Consolidated
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net premiums earned
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,309,521
|
|
|
$
|
—
|
|
|
$
|
6,309,521
|
|
Total net investment income
|
24
|
|
|
21,994
|
|
|
917,993
|
|
|
17,705
|
|
|
957,716
|
|
|||||
Total net realized gains (losses) on investments
|
—
|
|
|
15,555
|
|
|
71,387
|
|
|
835
|
|
|
87,777
|
|
|||||
Net realized and unrealized gains (losses) on derivative instruments
|
—
|
|
|
—
|
|
|
7,798
|
|
|
—
|
|
|
7,798
|
|
|||||
Net realized and unrealized gains (losses) on life retrocession embedded derivative and derivative instruments - Life Funds Withheld Assets
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Income (loss) from investment fund affiliates
|
—
|
|
|
3
|
|
|
138,388
|
|
|
—
|
|
|
138,391
|
|
|||||
Fee income and other
|
—
|
|
|
—
|
|
|
40,031
|
|
|
—
|
|
|
40,031
|
|
|||||
Total revenues
|
$
|
24
|
|
|
$
|
37,552
|
|
|
$
|
7,485,118
|
|
|
$
|
18,540
|
|
|
$
|
7,541,234
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net losses and loss expenses incurred
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,731,464
|
|
|
$
|
—
|
|
|
$
|
3,731,464
|
|
Claims and policy benefits
|
—
|
|
|
—
|
|
|
465,702
|
|
|
—
|
|
|
465,702
|
|
|||||
Acquisition costs
|
—
|
|
|
—
|
|
|
909,323
|
|
|
—
|
|
|
909,323
|
|
|||||
Operating expenses
|
11,699
|
|
|
12,051
|
|
|
1,189,428
|
|
|
—
|
|
|
1,213,178
|
|
|||||
Exchange (gains) losses
|
243
|
|
|
86
|
|
|
(28,572
|
)
|
|
—
|
|
|
(28,243
|
)
|
|||||
Interest expense
|
2
|
|
|
98,011
|
|
|
57,449
|
|
|
—
|
|
|
155,462
|
|
|||||
Total expenses
|
$
|
11,944
|
|
|
$
|
110,148
|
|
|
$
|
6,324,794
|
|
|
$
|
—
|
|
|
$
|
6,446,886
|
|
Income (loss) before income tax and income (loss) from operating affiliates
|
$
|
(11,920
|
)
|
|
$
|
(72,596
|
)
|
|
$
|
1,160,324
|
|
|
$
|
18,540
|
|
|
$
|
1,094,348
|
|
Income (loss) from operating affiliates
|
—
|
|
|
—
|
|
|
119,804
|
|
|
—
|
|
|
119,804
|
|
|||||
Gain on sale of operating affiliate
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Equity in net earnings (losses) of subsidiaries
|
1,071,836
|
|
|
1,226,815
|
|
|
—
|
|
|
(2,298,651
|
)
|
|
—
|
|
|||||
Provision (benefit) for income tax
|
—
|
|
|
4,991
|
|
|
72,514
|
|
|
—
|
|
|
77,505
|
|
|||||
Net income (loss)
|
$
|
1,059,916
|
|
|
$
|
1,149,228
|
|
|
$
|
1,207,614
|
|
|
$
|
(2,280,111
|
)
|
|
$
|
1,136,647
|
|
Non-controlling interests
|
—
|
|
|
77,392
|
|
|
(661
|
)
|
|
—
|
|
|
76,731
|
|
|||||
Net income (loss) attributable to ordinary shareholders
|
$
|
1,059,916
|
|
|
$
|
1,071,836
|
|
|
$
|
1,208,275
|
|
|
$
|
(2,280,111
|
)
|
|
$
|
1,059,916
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Comprehensive income (loss)
|
$
|
276,553
|
|
|
$
|
288,473
|
|
|
$
|
424,912
|
|
|
$
|
(713,385
|
)
|
|
$
|
276,553
|
|
|
Year Ended December 31, 2015
|
||||||||||||||||||
Condensed Consolidating Statement of Cash Flows
(U.S. dollars in thousands)
|
XL- Ireland
|
|
XL-Cayman
|
|
Other XL-Ireland Subsidiaries
|
|
Consolidating Adjustments and Eliminations
|
|
XL-Ireland Consolidated
|
||||||||||
Cash flows provided by (used in) operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
561,468
|
|
|
$
|
148,850
|
|
|
$
|
669,515
|
|
|
$
|
(764,277
|
)
|
|
$
|
615,556
|
|
Cash flows provided by (used in) investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from sale of fixed maturities and short-term investments
|
$
|
—
|
|
|
$
|
1,482,875
|
|
|
$
|
15,745,247
|
|
|
$
|
(359,894
|
)
|
|
$
|
16,868,228
|
|
Proceeds from redemption of fixed maturities and short-term investments
|
—
|
|
|
188,788
|
|
|
3,562,386
|
|
|
—
|
|
|
3,751,174
|
|
|||||
Proceeds from sale of equity securities
|
—
|
|
|
—
|
|
|
664,735
|
|
|
—
|
|
|
664,735
|
|
|||||
Purchases of fixed maturities and short-term investments
|
—
|
|
|
(1,296,980
|
)
|
|
(18,780,978
|
)
|
|
359,894
|
|
|
(19,718,064
|
)
|
|||||
Purchases of equity securities
|
—
|
|
|
—
|
|
|
(567,334
|
)
|
|
—
|
|
|
(567,334
|
)
|
|||||
Proceeds from sale of affiliates
|
—
|
|
|
—
|
|
|
188,023
|
|
|
—
|
|
|
188,023
|
|
|||||
Purchases of affiliates
|
—
|
|
|
—
|
|
|
(280,856
|
)
|
|
—
|
|
|
(280,856
|
)
|
|||||
Purchase of Catlin Group Limited, net of acquired cash
|
(2,287,579
|
)
|
|
(2,317,699
|
)
|
|
1,267,564
|
|
|
2,317,699
|
|
|
(1,020,015
|
)
|
|||||
Proceeds from sale of subsidiary
|
2,317,699
|
|
|
—
|
|
|
—
|
|
|
(2,317,699
|
)
|
|
—
|
|
|||||
Proceeds from sale of ARX Holding Corp.
|
—
|
|
|
—
|
|
|
560,552
|
|
|
—
|
|
|
560,552
|
|
|||||
Returns of capital from subsidiaries
|
65,037
|
|
|
2,047,000
|
|
|
—
|
|
|
(2,112,037
|
)
|
|
—
|
|
|||||
Change in restricted cash
|
—
|
|
|
—
|
|
|
(154,992
|
)
|
|
—
|
|
|
(154,992
|
)
|
|||||
Other, net
|
—
|
|
|
—
|
|
|
(155,019
|
)
|
|
—
|
|
|
(155,019
|
)
|
|||||
Net cash provided by (used in) investing activities
|
$
|
95,157
|
|
|
$
|
103,984
|
|
|
$
|
2,049,328
|
|
|
$
|
(2,112,037
|
)
|
|
$
|
136,432
|
|
Cash flows provided by (used in) financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from issuance of ordinary shares and exercise of stock options
|
$
|
9,976
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9,976
|
|
Buybacks of ordinary shares
|
(468,971
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(468,971
|
)
|
|||||
Dividends paid on ordinary shares
|
(208,516
|
)
|
|
(764,277
|
)
|
|
—
|
|
|
764,277
|
|
|
(208,516
|
)
|
|||||
Return of capital
|
—
|
|
|
(65,037
|
)
|
|
(2,047,000
|
)
|
|
2,112,037
|
|
|
—
|
|
|||||
Distributions to non-controlling interests
|
—
|
|
|
(77,093
|
)
|
|
(40,590
|
)
|
|
—
|
|
|
(117,683
|
)
|
|||||
Contributions from non-controlling interests
|
—
|
|
|
—
|
|
|
23,610
|
|
|
—
|
|
|
23,610
|
|
|||||
Proceeds from issuance of debt
|
—
|
|
|
980,600
|
|
|
—
|
|
|
—
|
|
|
980,600
|
|
|||||
Repayment of debt
|
—
|
|
|
—
|
|
|
(87,447
|
)
|
|
—
|
|
|
(87,447
|
)
|
|||||
Deposit liabilities
|
—
|
|
|
—
|
|
|
(84,758
|
)
|
|
—
|
|
|
(84,758
|
)
|
|||||
Net cash provided by (used in) financing activities
|
$
|
(667,511
|
)
|
|
$
|
74,193
|
|
|
$
|
(2,236,185
|
)
|
|
$
|
2,876,314
|
|
|
$
|
46,811
|
|
Effects of exchange rate changes on foreign currency cash
|
—
|
|
|
—
|
|
|
(64,377
|
)
|
|
—
|
|
|
(64,377
|
)
|
|||||
Increase (decrease) in cash and cash equivalents
|
$
|
(10,886
|
)
|
|
$
|
327,027
|
|
|
$
|
418,281
|
|
|
$
|
—
|
|
|
$
|
734,422
|
|
Cash and cash equivalents – beginning of period
|
22,443
|
|
|
42,970
|
|
|
2,456,401
|
|
|
—
|
|
|
2,521,814
|
|
|||||
Cash and cash equivalents – end of period
|
$
|
11,557
|
|
|
$
|
369,997
|
|
|
$
|
2,874,682
|
|
|
$
|
—
|
|
|
$
|
3,256,236
|
|
|
Year Ended December 31, 2014
|
||||||||||||||||||
Condensed Consolidating Statement of Cash Flows
(U.S. dollars in thousands)
|
XL- Ireland
|
|
XL-Cayman
|
|
Other XL-Ireland Subsidiaries
|
|
Consolidating Adjustments and Eliminations
|
|
XL-Ireland Consolidated
|
||||||||||
Cash flows provided by (used in) operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
895,854
|
|
|
$
|
518,715
|
|
|
$
|
407,136
|
|
|
$
|
(858,521
|
)
|
|
$
|
963,184
|
|
Cash flows provided by (used in) investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from sale of fixed maturities and short-term investments
|
$
|
—
|
|
|
$
|
574,673
|
|
|
$
|
4,793,978
|
|
|
$
|
(472,539
|
)
|
|
$
|
4,896,112
|
|
Proceeds from redemption of fixed maturities and short-term investments
|
—
|
|
|
351,737
|
|
|
3,250,056
|
|
|
—
|
|
|
3,601,793
|
|
|||||
Proceeds from sale of equity securities
|
—
|
|
|
—
|
|
|
571,410
|
|
|
—
|
|
|
571,410
|
|
|||||
Purchases of fixed maturities and short-term investments
|
—
|
|
|
(307,830
|
)
|
|
(7,322,967
|
)
|
|
472,539
|
|
|
(7,158,258
|
)
|
|||||
Purchases of equity securities
|
—
|
|
|
—
|
|
|
(445,504
|
)
|
|
—
|
|
|
(445,504
|
)
|
|||||
Proceeds from sale of affiliates
|
—
|
|
|
—
|
|
|
240,785
|
|
|
—
|
|
|
240,785
|
|
|||||
Purchases of affiliates
|
—
|
|
|
—
|
|
|
(371,226
|
)
|
|
—
|
|
|
(371,226
|
)
|
|||||
Proceeds from sale of subsidiary
|
—
|
|
|
—
|
|
|
570,000
|
|
|
—
|
|
|
570,000
|
|
|||||
Returns of capital from subsidiaries
|
79,086
|
|
|
482,570
|
|
|
—
|
|
|
(561,656
|
)
|
|
—
|
|
|||||
Change in restricted cash
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other, net
|
—
|
|
|
1,920
|
|
|
(195,411
|
)
|
|
—
|
|
|
(193,491
|
)
|
|||||
Net cash provided by (used in) investing activities
|
$
|
79,086
|
|
|
$
|
1,103,070
|
|
|
$
|
1,091,121
|
|
|
$
|
(561,656
|
)
|
|
$
|
1,711,621
|
|
Cash flows provided by (used in) financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from issuance of ordinary shares and exercise of stock options
|
$
|
6,367
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,367
|
|
Buybacks of ordinary shares
|
(801,953
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(801,953
|
)
|
|||||
Dividends paid on ordinary shares
|
(169,620
|
)
|
|
(858,521
|
)
|
|
—
|
|
|
858,521
|
|
|
(169,620
|
)
|
|||||
Return of capital
|
—
|
|
|
(79,086
|
)
|
|
(482,570
|
)
|
|
561,656
|
|
|
—
|
|
|||||
Distributions to non-controlling interests
|
—
|
|
|
(77,002
|
)
|
|
(1,463
|
)
|
|
—
|
|
|
(78,465
|
)
|
|||||
Contributions from non-controlling interests
|
—
|
|
|
—
|
|
|
48,261
|
|
|
—
|
|
|
48,261
|
|
|||||
Repayment of debt
|
—
|
|
|
(600,000
|
)
|
|
—
|
|
|
—
|
|
|
(600,000
|
)
|
|||||
Deposit liabilities
|
—
|
|
|
—
|
|
|
(268,298
|
)
|
|
—
|
|
|
(268,298
|
)
|
|||||
Net cash provided by (used in) financing activities
|
$
|
(965,206
|
)
|
|
$
|
(1,614,609
|
)
|
|
$
|
(704,070
|
)
|
|
$
|
1,420,177
|
|
|
$
|
(1,863,708
|
)
|
Effects of exchange rate changes on foreign currency cash
|
—
|
|
|
—
|
|
|
(90,115
|
)
|
|
—
|
|
|
(90,115
|
)
|
|||||
Increase (decrease) in cash and cash equivalents
|
$
|
9,734
|
|
|
$
|
7,176
|
|
|
$
|
704,072
|
|
|
$
|
—
|
|
|
$
|
720,982
|
|
Cash and cash equivalents – beginning of period
|
12,709
|
|
|
35,794
|
|
|
1,752,329
|
|
|
—
|
|
|
1,800,832
|
|
|||||
Cash and cash equivalents – end of period
|
$
|
22,443
|
|
|
$
|
42,970
|
|
|
$
|
2,456,401
|
|
|
$
|
—
|
|
|
$
|
2,521,814
|
|
|
Year Ended December 31, 2013
|
||||||||||||||||||
Condensed Consolidating Statement of Cash Flows
(U.S. dollars in thousands)
|
XL- Ireland
|
|
XL-Cayman
|
|
Other XL-Ireland Subsidiaries
|
|
Consolidating Adjustments and Eliminations
|
|
XL-Ireland Consolidated
|
||||||||||
Cash flows provided by (used in) operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
740,308
|
|
|
$
|
(175,056
|
)
|
|
$
|
832,444
|
|
|
$
|
(617,719
|
)
|
|
$
|
779,977
|
|
Cash flows provided by (used in) investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from sale of fixed maturities and short-term investments
|
$
|
—
|
|
|
$
|
254,053
|
|
|
$
|
4,282,227
|
|
|
$
|
(194,851
|
)
|
|
$
|
4,341,429
|
|
Proceeds from redemption of fixed maturities and short-term investments
|
—
|
|
|
203,054
|
|
|
3,805,279
|
|
|
—
|
|
|
4,008,333
|
|
|||||
Proceeds from sale of equity securities
|
—
|
|
|
—
|
|
|
245,538
|
|
|
—
|
|
|
245,538
|
|
|||||
Purchases of fixed maturities and short-term investments
|
—
|
|
|
(828,603
|
)
|
|
(8,510,221
|
)
|
|
194,851
|
|
|
(9,143,973
|
)
|
|||||
Purchases of equity securities
|
—
|
|
|
—
|
|
|
(534,356
|
)
|
|
—
|
|
|
(534,356
|
)
|
|||||
Proceeds from sale of affiliates
|
—
|
|
|
—
|
|
|
190,954
|
|
|
—
|
|
|
190,954
|
|
|||||
Purchases of affiliates
|
—
|
|
|
—
|
|
|
(353,678
|
)
|
|
—
|
|
|
(353,678
|
)
|
|||||
Returns of capital from subsidiaries
|
84,589
|
|
|
546,912
|
|
|
—
|
|
|
(631,501
|
)
|
|
—
|
|
|||||
Change in restricted cash
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other, net
|
—
|
|
|
3,753
|
|
|
44,138
|
|
|
—
|
|
|
47,891
|
|
|||||
Net cash provided by (used in) investing activities
|
$
|
84,589
|
|
|
$
|
179,169
|
|
|
$
|
(830,119
|
)
|
|
$
|
(631,501
|
)
|
|
$
|
(1,197,862
|
)
|
Cash flows provided by (used in) financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from issuance of ordinary shares and exercise of stock options
|
$
|
12,623
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
12,623
|
|
Buybacks of ordinary shares
|
(675,617
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(675,617
|
)
|
|||||
Dividends paid on ordinary shares
|
(160,155
|
)
|
|
(617,719
|
)
|
|
—
|
|
|
617,719
|
|
|
(160,155
|
)
|
|||||
Return of capital
|
—
|
|
|
(84,589
|
)
|
|
(546,912
|
)
|
|
631,501
|
|
|
—
|
|
|||||
Distributions to non-controlling interests
|
—
|
|
|
(77,670
|
)
|
|
—
|
|
|
—
|
|
|
(77,670
|
)
|
|||||
Contributions from non-controlling interests
|
—
|
|
|
—
|
|
|
7,747
|
|
|
—
|
|
|
7,747
|
|
|||||
Proceeds from issuance of debt
|
—
|
|
|
592,615
|
|
|
—
|
|
|
—
|
|
|
592,615
|
|
|||||
Deposit liabilities
|
—
|
|
|
—
|
|
|
(94,386
|
)
|
|
—
|
|
|
(94,386
|
)
|
|||||
Net cash provided by (used in) financing activities
|
$
|
(823,149
|
)
|
|
$
|
(187,363
|
)
|
|
$
|
(633,551
|
)
|
|
$
|
1,249,220
|
|
|
$
|
(394,843
|
)
|
Effects of exchange rate changes on foreign currency cash
|
—
|
|
|
—
|
|
|
(4,818
|
)
|
|
—
|
|
|
(4,818
|
)
|
|||||
Increase (decrease) in cash and cash equivalents
|
$
|
1,748
|
|
|
$
|
(183,250
|
)
|
|
$
|
(636,044
|
)
|
|
$
|
—
|
|
|
$
|
(817,546
|
)
|
Cash and cash equivalents – beginning of period
|
10,961
|
|
|
219,044
|
|
|
2,388,373
|
|
|
—
|
|
|
2,618,378
|
|
|||||
Cash and cash equivalents – end of period
|
$
|
12,709
|
|
|
$
|
35,794
|
|
|
$
|
1,752,329
|
|
|
$
|
—
|
|
|
$
|
1,800,832
|
|
ITEM 15.
|
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
|
Schedule
Number
|
Page
|
I
|
||
II
|
||
IV
|
||
VI
|
||
Other Schedules have been omitted as they are not applicable to the Company.
|
|
|
|
2015
|
|
2014
|
||||||||||||||||||||
(U.S. dollars in thousands)
|
Cost or
Amortized
Cost (1)
|
|
Fair
Value
|
|
Amount Presented in the Balance Sheet
|
|
Cost or
Amortized
Cost (1)
|
|
Fair
Value
|
|
Amount Presented in the Balance Sheet
|
||||||||||||
Fixed Maturities – AFS - Excluding Life Funds Withheld Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. Government and Government
Agency-Related/Supported
|
$
|
5,047,621
|
|
|
$
|
5,065,637
|
|
|
$
|
5,065,637
|
|
|
$
|
2,100,851
|
|
|
$
|
2,171,953
|
|
|
$
|
2,171,953
|
|
Corporate - Financials
|
3,535,830
|
|
|
3,561,909
|
|
|
3,561,909
|
|
|
2,687,797
|
|
|
2,761,916
|
|
|
2,761,916
|
|
||||||
Corporate - Non-Financials
|
6,867,525
|
|
|
6,900,447
|
|
|
6,900,447
|
|
|
5,774,333
|
|
|
6,016,457
|
|
|
6,016,457
|
|
||||||
RMBS – Agency
|
3,697,756
|
|
|
3,757,971
|
|
|
3,757,971
|
|
|
3,625,171
|
|
|
3,728,576
|
|
|
3,728,576
|
|
||||||
RMBS – Non-Agency
|
319,876
|
|
|
328,540
|
|
|
328,540
|
|
|
404,398
|
|
|
427,351
|
|
|
427,351
|
|
||||||
CMBS
|
401,713
|
|
|
405,316
|
|
|
405,316
|
|
|
1,033,819
|
|
|
1,052,544
|
|
|
1,052,544
|
|
||||||
CDO
|
41,679
|
|
|
32,410
|
|
|
32,410
|
|
|
717,544
|
|
|
692,034
|
|
|
692,034
|
|
||||||
Other asset-backed securities
|
1,164,426
|
|
|
1,168,572
|
|
|
1,168,572
|
|
|
1,028,528
|
|
|
1,065,293
|
|
|
1,065,293
|
|
||||||
U.S. States and political subdivisions of the States
|
2,514,048
|
|
|
2,632,070
|
|
|
2,632,070
|
|
|
1,892,566
|
|
|
2,021,272
|
|
|
2,021,272
|
|
||||||
Non-U.S. Sovereign Government, Supranational and Government-Related
|
5,249,148
|
|
|
5,251,614
|
|
|
5,251,614
|
|
|
4,162,425
|
|
|
4,240,073
|
|
|
4,240,073
|
|
||||||
Total Fixed maturities – AFS
|
$
|
28,839,622
|
|
|
$
|
29,104,486
|
|
|
$
|
29,104,486
|
|
|
$
|
23,427,432
|
|
|
$
|
24,177,469
|
|
|
$
|
24,177,469
|
|
Equity securities
|
834,079
|
|
|
878,919
|
|
|
878,919
|
|
|
763,833
|
|
|
868,292
|
|
|
868,292
|
|
||||||
Short-term investments
|
618,851
|
|
|
617,390
|
|
|
617,390
|
|
|
257,221
|
|
|
256,727
|
|
|
256,727
|
|
||||||
Total Investments - AFS - Excluding Life Funds Withheld Assets
|
30,292,552
|
|
|
30,600,795
|
|
|
30,600,795
|
|
|
24,448,486
|
|
|
25,302,488
|
|
|
25,302,488
|
|
||||||
Fixed Maturities - AFS - Life Funds Withheld Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. Government and Government agency-Related/Supported
|
10,721
|
|
|
12,742
|
|
|
12,742
|
|
|
14,866
|
|
|
18,724
|
|
|
18,724
|
|
||||||
Corporate - Financials
|
531,016
|
|
|
598,236
|
|
|
598,236
|
|
|
701,587
|
|
|
801,019
|
|
|
801,019
|
|
||||||
Corporate - Non-Financials
|
1,132,926
|
|
|
1,308,628
|
|
|
1,308,628
|
|
|
1,706,262
|
|
|
2,016,961
|
|
|
2,016,961
|
|
||||||
RMBS – Agency
|
591
|
|
|
752
|
|
|
752
|
|
|
3,301
|
|
|
3,782
|
|
|
3,782
|
|
||||||
RMBS – Non-Agency
|
24,401
|
|
|
26,953
|
|
|
26,953
|
|
|
71,075
|
|
|
85,335
|
|
|
85,335
|
|
||||||
CMBS
|
107,968
|
|
|
122,481
|
|
|
122,481
|
|
|
168,886
|
|
|
193,167
|
|
|
193,167
|
|
||||||
Other asset-backed securities
|
132,674
|
|
|
149,795
|
|
|
149,795
|
|
|
238,168
|
|
|
273,541
|
|
|
273,541
|
|
||||||
Non-U.S. Sovereign Government, Supranational and Government-Related
|
737,735
|
|
|
933,516
|
|
|
933,516
|
|
|
1,397,194
|
|
|
1,789,036
|
|
|
1,789,036
|
|
||||||
Total Fixed maturities - AFS - Life Funds Withheld Assets
|
2,678,032
|
|
|
3,153,103
|
|
|
3,153,103
|
|
|
4,301,339
|
|
|
5,181,565
|
|
|
5,181,565
|
|
||||||
Total Investments - AFS
|
32,970,584
|
|
|
33,753,898
|
|
|
33,753,898
|
|
|
28,749,825
|
|
|
30,484,053
|
|
|
30,484,053
|
|
||||||
Fixed maturities - Trading
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. Government and Government-Related/Supported
|
4,957
|
|
|
4,990
|
|
|
4,990
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Corporate - Financials
|
344,070
|
|
|
335,956
|
|
|
335,956
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Corporate - Non-Financials
|
509,441
|
|
|
493,621
|
|
|
493,621
|
|
|
1,180
|
|
|
1,171
|
|
|
1,171
|
|
||||||
RMBS - Agency
|
370
|
|
|
368
|
|
|
368
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
CMBS
|
4,874
|
|
|
4,803
|
|
|
4,803
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other asset-backed securities
|
26,405
|
|
|
25,700
|
|
|
25,700
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Non-U.S. Sovereign Government, Provincial, Supranational and Government-Related/Supported
|
373,492
|
|
|
370,261
|
|
|
370,261
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total Fixed maturities - Trading
|
1,263,609
|
|
|
1,235,699
|
|
|
1,235,699
|
|
|
1,180
|
|
|
1,171
|
|
|
1,171
|
|
||||||
Short-term investments
|
60,176
|
|
|
60,330
|
|
|
60,330
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total investments - Trading
|
1,323,785
|
|
|
1,296,029
|
|
|
1,296,029
|
|
|
1,180
|
|
|
1,171
|
|
|
1,171
|
|
||||||
Other investments
|
1,197,674
|
|
|
1,445,793
|
|
|
1,433,057
|
|
|
1,002,871
|
|
|
1,265,682
|
|
|
1,248,439
|
|
||||||
Total investments other than investments in related parties
|
$
|
35,492,043
|
|
|
$
|
36,495,720
|
|
|
$
|
36,482,984
|
|
|
$
|
29,753,876
|
|
|
$
|
31,750,906
|
|
|
$
|
31,733,663
|
|
(1)
|
Investments in fixed maturities, short-term investments and held to maturity are shown at amortized cost.
|
(U.S. dollars in thousands)
|
2015
|
|
2014
|
||||
ASSETS
|
|
|
|
||||
Cash and cash equivalents
|
$
|
11,557
|
|
|
$
|
22,443
|
|
Amounts due from subsidiaries
|
33,417
|
|
|
—
|
|
||
Investments in subsidiaries on an equity basis
|
11,648,673
|
|
|
10,195,445
|
|
||
Other assets
|
2,748
|
|
|
3,017
|
|
||
Total assets
|
$
|
11,696,395
|
|
|
$
|
10,220,905
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
||||
Liabilities:
|
|
|
|
||||
Amounts due to subsidiaries
|
$
|
—
|
|
|
$
|
166,782
|
|
Accounts payable and accrued liabilities
|
19,316
|
|
|
20,372
|
|
||
Total liabilities
|
$
|
19,316
|
|
|
$
|
187,154
|
|
Commitments and Contingencies
|
|
|
|
||||
Shareholders’ Equity:
|
|
|
|
||||
Class A ordinary shares, 999,990,000 authorized, par value $0.01; issued and outstanding: (2015: 294,745,045; 2014: 255,182,955)
|
$
|
2,947
|
|
|
$
|
2,552
|
|
Additional paid in capital
|
8,910,167
|
|
|
7,359,102
|
|
||
Accumulated other comprehensive income
|
686,616
|
|
|
1,484,458
|
|
||
Retained earnings (deficit)
|
2,077,349
|
|
|
1,187,639
|
|
||
Total shareholders’ equity
|
$
|
11,677,079
|
|
|
$
|
10,033,751
|
|
Total liabilities and shareholders’ equity
|
$
|
11,696,395
|
|
|
$
|
10,220,905
|
|
(U.S. dollars in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Net investment income
|
$
|
169
|
|
|
$
|
275
|
|
|
$
|
24
|
|
Total revenues
|
$
|
169
|
|
|
$
|
275
|
|
|
$
|
24
|
|
Operating expenses
|
$
|
46,340
|
|
|
$
|
9,646
|
|
|
$
|
11,699
|
|
Foreign exchange (gains) losses
|
(345
|
)
|
|
127
|
|
|
243
|
|
|||
Interest expense
|
11
|
|
|
5
|
|
|
2
|
|
|||
Total expenses
|
$
|
46,006
|
|
|
$
|
9,778
|
|
|
$
|
11,944
|
|
Income (loss) before income tax
|
$
|
(45,837
|
)
|
|
$
|
(9,503
|
)
|
|
$
|
(11,920
|
)
|
Equity in net earnings (losses) of subsidiaries (dividends were: 2015: $764,277; 2014: $858,521; 2013: $617,719)
|
1,253,609
|
|
|
197,843
|
|
|
1,071,836
|
|
|||
Provision for income tax
|
620
|
|
|
—
|
|
|
—
|
|
|||
Net income (loss) attributable to ordinary shareholders
|
$
|
1,207,152
|
|
|
$
|
188,340
|
|
|
$
|
1,059,916
|
|
Net income (loss)
|
$
|
1,207,152
|
|
|
$
|
188,340
|
|
|
$
|
1,059,916
|
|
Change in net unrealized gains (losses) on investments - excluding Life Funds Withheld Assets, net of tax
|
(530,030
|
)
|
|
434,051
|
|
|
(750,755
|
)
|
|||
Unrealized gains on held to maturity investment portfolio at time of transfer to available for sale, net of tax
|
—
|
|
|
424,861
|
|
|
—
|
|
|||
Change in adjustments related to future policy benefit reserves, net of tax
|
170,688
|
|
|
(400,456
|
)
|
|
(44,660
|
)
|
|||
Change in net unrealized gains (losses) on investments - Life Funds Withheld Assets, net of tax
|
(421,604
|
)
|
|
274,083
|
|
|
—
|
|
|||
Change in net unrealized gains (losses) on affiliate and investments, net of tax
|
(6,074
|
)
|
|
35,143
|
|
|
26,637
|
|
|||
Change in OTTI losses recognized in other comprehensive income, net of tax
|
18,545
|
|
|
13,143
|
|
|
32,181
|
|
|||
Change in underfunded pension liability
|
(3,852
|
)
|
|
(7,550
|
)
|
|
7,653
|
|
|||
Change in value of cash flow hedge
|
(200
|
)
|
|
255
|
|
|
439
|
|
|||
Foreign currency translation adjustments
|
(25,315
|
)
|
|
(25,729
|
)
|
|
(54,858
|
)
|
|||
Comprehensive income (loss)
|
$
|
409,310
|
|
|
$
|
936,141
|
|
|
$
|
276,553
|
|
(U.S. dollars in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Net income (loss)
|
$
|
1,207,152
|
|
|
$
|
188,340
|
|
|
$
|
1,059,916
|
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
|
|
|
|
|
|
||||||
Equity in (earnings) loss of subsidiaries
|
(1,253,609
|
)
|
|
(197,843
|
)
|
|
(1,071,836
|
)
|
|||
Share based compensation (1)
|
74,431
|
|
|
81,287
|
|
|
46,489
|
|
|||
Amounts due to (from) subsidiaries
|
(200,199
|
)
|
|
(23,819
|
)
|
|
104,590
|
|
|||
Dividends received from subsidiaries
|
764,277
|
|
|
858,521
|
|
|
617,719
|
|
|||
Other
|
(30,584
|
)
|
|
(10,632
|
)
|
|
(16,570
|
)
|
|||
Total adjustments
|
$
|
(645,684
|
)
|
|
$
|
707,514
|
|
|
$
|
(319,608
|
)
|
Net cash provided by (used in) operating activities
|
$
|
561,468
|
|
|
$
|
895,854
|
|
|
$
|
740,308
|
|
Cash flows provided by (used in) investing activities:
|
|
|
|
|
|
||||||
Purchase of Catlin Group Limited
|
$
|
(2,287,579
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Proceeds from sale of subsidiary
|
2,317,699
|
|
|
—
|
|
|
—
|
|
|||
Returns of capital from subsidiaries
|
65,037
|
|
|
79,086
|
|
|
84,589
|
|
|||
Net cash provided by (used in) investing activities
|
$
|
95,157
|
|
|
$
|
79,086
|
|
|
$
|
84,589
|
|
Cash flows provided by (used in) financing activities:
|
|
|
|
|
|
||||||
Proceeds from issuance of ordinary shares and exercise of stock options
|
$
|
9,976
|
|
|
$
|
6,367
|
|
|
$
|
12,623
|
|
Dividends paid
|
(208,516
|
)
|
|
(169,620
|
)
|
|
(160,155
|
)
|
|||
Buybacks of ordinary shares
|
(468,971
|
)
|
|
(801,953
|
)
|
|
(675,617
|
)
|
|||
Net cash provided by (used in) financing activities
|
$
|
(667,511
|
)
|
|
$
|
(965,206
|
)
|
|
$
|
(823,149
|
)
|
Net change in cash and cash equivalents
|
(10,886
|
)
|
|
9,734
|
|
|
1,748
|
|
|||
Cash and cash equivalents – beginning of period
|
22,443
|
|
|
12,709
|
|
|
10,961
|
|
|||
Cash and cash equivalents – end of period
|
$
|
11,557
|
|
|
$
|
22,443
|
|
|
$
|
12,709
|
|
(1)
|
Includes cash collected from subsidiaries in the amounts of
$60.1 million
,
$59.2 million
and
$33.9 million
, respectively, for the years ended
December 31, 2015, 2014 and 2013
.
|
(U.S. dollars in million)
|
2015
|
|
2014
|
|
2013
|
||||||
Dividends and returns of capital
|
$
|
829
|
|
|
$
|
940
|
|
|
$
|
702
|
|
(U.S. dollars in thousands)
|
Gross
Amount
|
|
Ceded
to Other
Companies
|
|
Assumed
from Other
Companies
|
|
Net
Amount
|
|
Percentage
of Amount
Assumed
to Net
|
|||||||||
2015
|
|
|
|
|
|
|
|
|
|
|||||||||
Life reinsurance in force (1)
|
$
|
—
|
|
|
$
|
62,290,992
|
|
|
$
|
63,158,304
|
|
|
$
|
867,312
|
|
|
N/M
|
|
Premiums Earned:
|
|
|
|
|
|
|
|
|
|
|||||||||
Property and casualty operations
|
$
|
7,717,173
|
|
|
$
|
3,018,410
|
|
|
$
|
3,465,421
|
|
|
$
|
8,164,184
|
|
|
42.4
|
%
|
Life operations
|
—
|
|
|
247,675
|
|
|
309,916
|
|
|
62,241
|
|
|
497.9
|
%
|
||||
Total premiums earned
|
$
|
7,717,173
|
|
|
$
|
3,266,085
|
|
|
$
|
3,775,337
|
|
|
$
|
8,226,425
|
|
|
45.9
|
%
|
2014
|
|
|
|
|
|
|
|
|
|
|||||||||
Life reinsurance in force (1)
|
$
|
—
|
|
|
$
|
46,947,677
|
|
|
$
|
68,854,340
|
|
|
$
|
21,906,663
|
|
|
314.3
|
%
|
Premiums Earned:
|
|
|
|
|
|
|
|
|
|
|||||||||
Property and casualty operations
|
$
|
5,173,403
|
|
|
$
|
1,799,294
|
|
|
$
|
2,343,329
|
|
|
$
|
5,717,438
|
|
|
41.0
|
%
|
Life operations
|
—
|
|
|
155,804
|
|
|
333,436
|
|
|
177,632
|
|
|
187.7
|
%
|
||||
Total premiums earned
|
$
|
5,173,403
|
|
|
$
|
1,955,098
|
|
|
$
|
2,676,765
|
|
|
$
|
5,895,070
|
|
|
45.4
|
%
|
2013
|
|
|
|
|
|
|
|
|
|
|||||||||
Life reinsurance in force (1)
|
$
|
—
|
|
|
$
|
378,391
|
|
|
$
|
77,917,632
|
|
|
$
|
77,539,241
|
|
|
100.5
|
%
|
Premiums Earned:
|
|
|
|
|
|
|
|
|
|
|||||||||
Property and casualty operations
|
$
|
4,966,207
|
|
|
$
|
1,315,369
|
|
|
$
|
2,363,261
|
|
|
$
|
6,014,099
|
|
|
39.3
|
%
|
Life operations
|
—
|
|
|
28,920
|
|
|
324,342
|
|
|
295,422
|
|
|
109.8
|
%
|
||||
Total premiums earned
|
$
|
4,966,207
|
|
|
$
|
1,344,289
|
|
|
$
|
2,687,603
|
|
|
$
|
6,309,521
|
|
|
42.6
|
%
|
(1)
|
Represents the sum face value outstanding of the in force life reinsurance policies.
|
*
|
N/M - Not Meaningful
|
(U.S. dollars
in thousands)
|
Deferred
Acquisition
Costs and
Value of
Business
Acquired
|
|
Reserves
for
Losses
and Loss
Expenses
|
|
Reserves
for
Unearned
Premiums
|
|
Net
Earned
Premiums
|
|
Net
Investment
Income
|
|
Losses and Loss
Expenses
incurred related to
|
|
Net Paid
Losses
and
Loss
Expenses
|
|
Amortization
of Deferred
Acquisition
Costs
|
|
Net
Premiums
Written
|
||||||||||||||||||||||
Current
Year
|
|
Prior
Year
|
|
||||||||||||||||||||||||||||||||||||
2015
|
$
|
893,111
|
|
|
$
|
25,439,744
|
|
|
$
|
7,043,383
|
|
|
$
|
8,164,184
|
|
|
$
|
644,312
|
|
|
$
|
5,072,830
|
|
|
$
|
(306,630
|
)
|
|
$
|
5,374,652
|
|
|
$
|
1,306,654
|
|
|
$
|
7,888,824
|
|
2014
|
$
|
357,067
|
|
|
$
|
19,353,243
|
|
|
$
|
3,973,159
|
|
|
$
|
5,717,438
|
|
|
$
|
642,492
|
|
|
$
|
3,513,465
|
|
|
$
|
(255,072
|
)
|
|
$
|
3,821,335
|
|
|
$
|
724,003
|
|
|
$
|
5,767,209
|
|
2013
|
$
|
537,473
|
|
|
$
|
20,481,065
|
|
|
$
|
3,846,568
|
|
|
$
|
6,014,099
|
|
|
$
|
671,071
|
|
|
$
|
4,021,353
|
|
|
$
|
(289,889
|
)
|
|
$
|
3,828,139
|
|
|
$
|
882,658
|
|
|
$
|
5,903,982
|
|
ITEM 1.
|
|
FINANCIAL STATEMENTS
|
(U.S. dollars in thousands, except share data)
|
March 31, 2016
|
|
December 31, 2015
|
||||
ASSETS
|
|||||||
Investments:
|
|
|
|
|
|
||
Fixed maturities, at fair value (amortized cost: 2016 - $31,444,747; 2015 - $31,517,654)
|
$
|
32,647,573
|
|
|
$
|
32,257,589
|
|
Equity securities, at fair value (cost: 2016 - $831,543; 2015 - $834,079)
|
878,407
|
|
|
878,919
|
|
||
Short-term investments, at fair value (amortized cost: 2016 - $317,939; 2015 - $618,851)
|
317,304
|
|
|
617,390
|
|
||
Total investments available for sale
|
$
|
33,843,284
|
|
|
$
|
33,753,898
|
|
Fixed maturities, at fair value (amortized cost: 2016 - $1,367,908; 2015 - $1,263,609)
|
$
|
1,409,583
|
|
|
$
|
1,235,699
|
|
Short-term investments, at fair value (amortized cost: 2016 - $26,949; 2015 - $60,176)
|
26,959
|
|
|
60,330
|
|
||
Total investments, trading
|
$
|
1,436,542
|
|
|
$
|
1,296,029
|
|
Investments in affiliates
|
1,953,711
|
|
|
1,708,899
|
|
||
Other investments
|
1,453,890
|
|
|
1,433,057
|
|
||
Total investments
|
$
|
38,687,427
|
|
|
$
|
38,191,883
|
|
Cash and cash equivalents
|
2,820,897
|
|
|
3,256,236
|
|
||
Restricted cash
|
161,019
|
|
|
154,992
|
|
||
Accrued investment income
|
291,016
|
|
|
312,667
|
|
||
Deferred acquisition costs and value of business acquired
|
1,057,941
|
|
|
890,568
|
|
||
Ceded unearned premiums
|
2,255,664
|
|
|
1,821,793
|
|
||
Premiums receivable
|
6,041,000
|
|
|
4,712,493
|
|
||
Reinsurance balances receivable
|
469,009
|
|
|
418,666
|
|
||
Unpaid losses and loss expenses recoverable
|
5,374,604
|
|
|
5,262,706
|
|
||
Receivable from investments sold
|
65,471
|
|
|
231,158
|
|
||
Goodwill and other intangible assets
|
2,233,597
|
|
|
2,210,266
|
|
||
Deferred tax asset
|
245,927
|
|
|
282,311
|
|
||
Other assets
|
942,120
|
|
|
937,199
|
|
||
Total assets
|
$
|
60,645,692
|
|
|
$
|
58,682,938
|
|
|
|
|
|
||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|||||||
Liabilities:
|
|
|
|
|
|
||
Unpaid losses and loss expenses
|
$
|
25,913,484
|
|
|
$
|
25,439,744
|
|
Deposit liabilities
|
1,170,595
|
|
|
1,168,376
|
|
||
Future policy benefit reserves
|
4,020,602
|
|
|
4,163,500
|
|
||
Funds withheld on GreyCastle life retrocession arrangements (net of future policy benefit reserves recoverable: 2016 - $3,574,716; 2015 - $3,719,131)
|
998,391
|
|
|
914,629
|
|
||
Unearned premiums
|
8,217,539
|
|
|
7,043,358
|
|
||
Notes payable and debt
|
2,653,895
|
|
|
2,644,970
|
|
||
Reinsurance balances payable
|
2,583,962
|
|
|
2,117,727
|
|
||
Payable for investments purchased
|
74,476
|
|
|
130,060
|
|
||
Deferred tax liability
|
105,589
|
|
|
120,651
|
|
||
Other liabilities
|
1,239,441
|
|
|
1,285,460
|
|
||
Total liabilities
|
$
|
46,977,974
|
|
|
$
|
45,028,475
|
|
Commitments and Contingencies
|
|
|
|
|
|
||
Shareholders’ Equity:
|
|
|
|
|
|
||
Ordinary shares, 999,990,000 authorized, par value $0.01; issued and outstanding (2016 - 286,273,358; 2015 - 294,745,045)
|
$
|
2,863
|
|
|
$
|
2,947
|
|
Additional paid in capital
|
8,608,726
|
|
|
8,910,167
|
|
||
Accumulated other comprehensive income
|
1,094,557
|
|
|
686,616
|
|
||
Retained earnings
|
1,982,598
|
|
|
2,077,349
|
|
||
Shareholders’ equity attributable to XL Group plc
|
$
|
11,688,744
|
|
|
$
|
11,677,079
|
|
Non-controlling interest in equity of consolidated subsidiaries
|
1,978,974
|
|
|
1,977,384
|
|
||
Total shareholders’ equity
|
$
|
13,667,718
|
|
|
$
|
13,654,463
|
|
Total liabilities and shareholders’ equity
|
$
|
60,645,692
|
|
|
$
|
58,682,938
|
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
(U.S. dollars in thousands, except per share data)
|
2016
|
|
2015
|
||||
Revenues:
|
|
|
|
|
|
||
Net premiums earned
|
$
|
2,354,610
|
|
|
$
|
1,334,000
|
|
Net investment income:
|
|
|
|
||||
Net investment income - excluding Life Funds Withheld Assets
|
164,326
|
|
|
158,094
|
|
||
Net investment income - Life Funds Withheld Assets
|
41,560
|
|
|
50,419
|
|
||
Total net investment income
|
$
|
205,886
|
|
|
$
|
208,513
|
|
Net realized gains (losses) on investments, and net unrealized gains (losses) on investments, trading ("Trading") - Life Funds Withheld Assets:
|
|
|
|
||||
Net realized gains (losses) on investments sold - excluding Life Funds Withheld Assets
|
11,164
|
|
|
15,178
|
|
||
Other-than-temporary impairments ("OTTI") on investments - excluding Life Funds Withheld Assets
|
(19,582
|
)
|
|
(10,515
|
)
|
||
OTTI on investments transferred to (from) other comprehensive income - excluding Life Funds Withheld Assets
|
2
|
|
|
(61
|
)
|
||
Net realized gains (losses) on investments sold - Life Funds Withheld Assets
|
34,416
|
|
|
52,738
|
|
||
OTTI on investments - Life Funds Withheld Assets
|
(2,346
|
)
|
|
(5,209
|
)
|
||
Net unrealized gains (losses) on investments, Trading - Life Funds Withheld Assets
|
69,096
|
|
|
760
|
|
||
Total net realized gains (losses) on investments, and net unrealized gains (losses) on investments, trading - Life Funds Withheld Assets
|
$
|
92,750
|
|
|
$
|
52,891
|
|
Net realized and unrealized gains (losses) on derivative instruments
|
(3,622
|
)
|
|
16,521
|
|
||
Net realized and unrealized gains (losses) on life retrocession embedded derivative and derivative instruments - Life Funds Withheld Assets
|
(236,080
|
)
|
|
(229,367
|
)
|
||
Income (loss) from investment fund affiliates
|
(4,579
|
)
|
|
35,329
|
|
||
Fee income and other
|
8,262
|
|
|
4,728
|
|
||
Total revenues
|
$
|
2,417,227
|
|
|
$
|
1,422,615
|
|
Expenses:
|
|
|
|
||||
Net losses and loss expenses incurred
|
$
|
1,382,485
|
|
|
$
|
769,827
|
|
Claims and policy benefits
|
4,937
|
|
|
19,387
|
|
||
Acquisition costs
|
403,267
|
|
|
153,696
|
|
||
Operating expenses
|
515,381
|
|
|
325,656
|
|
||
Foreign exchange (gains) losses
|
(33,819
|
)
|
|
27,390
|
|
||
Interest expense
|
52,303
|
|
|
51,438
|
|
||
Total expenses
|
$
|
2,324,554
|
|
|
$
|
1,347,394
|
|
Income (loss) before income tax and income (loss) from operating affiliates
|
$
|
92,673
|
|
|
$
|
75,221
|
|
Income (loss) from operating affiliates
|
12,650
|
|
|
22,668
|
|
||
Provision (benefit) for income tax
|
22,295
|
|
|
24,218
|
|
||
Net income (loss)
|
$
|
83,028
|
|
|
$
|
73,671
|
|
Non-controlling interests
|
61,143
|
|
|
37,390
|
|
||
Net income (loss) attributable to ordinary shareholders
|
$
|
21,885
|
|
|
$
|
36,281
|
|
Weighted average ordinary shares and ordinary share equivalents outstanding, in thousands – basic
|
291,969
|
|
|
255,724
|
|
||
Weighted average ordinary shares and ordinary share equivalents outstanding, in thousands – diluted
|
296,666
|
|
|
260,704
|
|
||
Earnings (loss) per ordinary share and ordinary share equivalent – basic
|
$
|
0.07
|
|
|
$
|
0.14
|
|
Earnings (loss) per ordinary share and ordinary share equivalent – diluted
|
$
|
0.07
|
|
|
$
|
0.14
|
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
(U.S. dollars in thousands)
|
2016
|
|
2015
|
||||
Net income (loss) attributable to ordinary shareholders
|
$
|
21,885
|
|
|
$
|
36,281
|
|
Change in net unrealized gains (losses) on investments - excluding Life Funds Withheld Assets, net of tax
|
363,883
|
|
|
60,345
|
|
||
Change in adjustments related to future policy benefit reserves, net of tax
|
17,035
|
|
|
60,356
|
|
||
Change in net unrealized gains (losses) on investments - Life Funds Withheld Assets, net of tax
|
51,990
|
|
|
37,115
|
|
||
Change in net unrealized gains (losses) on affiliate and other investments, net of tax
|
(9,707
|
)
|
|
15,865
|
|
||
Change in OTTI losses recognized in other comprehensive income, net of tax
|
2,267
|
|
|
9,858
|
|
||
Change in underfunded pension liability, net of tax
|
(1,049
|
)
|
|
975
|
|
||
Change in value of cash flow hedge
|
(39
|
)
|
|
95
|
|
||
Foreign currency translation adjustments, net of tax
|
(16,439
|
)
|
|
36,103
|
|
||
Comprehensive income (loss)
|
$
|
429,826
|
|
|
$
|
256,993
|
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
(U.S. dollars in thousands)
|
2016
|
|
2015
|
||||
Ordinary Shares:
|
|
|
|
|
|
||
Balance - beginning of year
|
$
|
2,947
|
|
|
$
|
2,552
|
|
Issuance of ordinary shares
|
15
|
|
|
15
|
|
||
Buybacks of ordinary shares
|
(99
|
)
|
|
(1
|
)
|
||
Exercise of stock options
|
—
|
|
|
1
|
|
||
Balance - end of period
|
$
|
2,863
|
|
|
$
|
2,567
|
|
Additional Paid in Capital:
|
|
|
|
|
|
||
Balance - beginning of year
|
$
|
8,910,167
|
|
|
$
|
7,359,102
|
|
Issuance of ordinary shares
|
7
|
|
|
6
|
|
||
Buybacks of ordinary shares
|
(301,354
|
)
|
|
(1,573
|
)
|
||
Exercise of stock options
|
490
|
|
|
1,771
|
|
||
Share-based compensation
|
(584
|
)
|
|
1,832
|
|
||
Balance - end of period
|
$
|
8,608,726
|
|
|
$
|
7,361,138
|
|
Accumulated Other Comprehensive Income (Loss):
|
|
|
|
|
|
||
Balance - beginning of year
|
$
|
686,616
|
|
|
$
|
1,484,458
|
|
Change in net unrealized gains (losses) on investments - excluding Life Funds Withheld Assets, net of tax
|
363,883
|
|
|
60,345
|
|
||
Change in adjustments related to future policy benefit reserves, net of tax
|
17,035
|
|
|
60,356
|
|
||
Change in net unrealized gains (losses) on investments - Life Funds Withheld Assets, net of tax
|
51,990
|
|
|
37,115
|
|
||
Change in net unrealized gains (losses) on affiliate and other investments, net of tax
|
(9,707
|
)
|
|
15,865
|
|
||
Change in OTTI losses recognized in other comprehensive income, net of tax
|
2,267
|
|
|
9,858
|
|
||
Change in underfunded pension liability, net of tax
|
(1,049
|
)
|
|
975
|
|
||
Change in value of cash flow hedge
|
(39
|
)
|
|
95
|
|
||
Foreign currency translation adjustments, net of tax
|
(16,439
|
)
|
|
36,103
|
|
||
Balance - end of period
|
$
|
1,094,557
|
|
|
$
|
1,705,170
|
|
Retained Earnings (Deficit):
|
|
|
|
|
|
||
Balance - beginning of year
|
$
|
2,077,349
|
|
|
$
|
1,187,639
|
|
Net income (loss) attributable to ordinary shareholders
|
21,885
|
|
|
36,281
|
|
||
Dividends on ordinary shares
|
(58,714
|
)
|
|
(41,599
|
)
|
||
Buybacks of ordinary shares
|
(54,447
|
)
|
|
(393
|
)
|
||
Share-based compensation
|
(3,475
|
)
|
|
(6,746
|
)
|
||
Balance - end of period
|
$
|
1,982,598
|
|
|
$
|
1,175,182
|
|
Non-controlling Interest in Equity of Consolidated Subsidiaries:
|
|
|
|
|
|
||
Balance - beginning of year
|
$
|
1,977,384
|
|
|
$
|
1,402,015
|
|
Non-controlling interests - contributions
|
882
|
|
|
2,569
|
|
||
Non-controlling interests - distributions
|
(3,030
|
)
|
|
(4,175
|
)
|
||
Non-controlling interests
|
3,679
|
|
|
1,957
|
|
||
Non-controlling interest share in change in accumulated other comprehensive income (loss)
|
59
|
|
|
—
|
|
||
Balance - end of period
|
$
|
1,978,974
|
|
|
$
|
1,402,366
|
|
Total Shareholders’ Equity
|
$
|
13,667,718
|
|
|
$
|
11,646,423
|
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
(U.S. dollars in thousands)
|
2016
|
|
2015
|
||||
Cash flows provided by (used in) operating activities:
|
|
|
|
||||
Net income (loss)
|
$
|
83,028
|
|
|
$
|
73,671
|
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
|
|
|
|
||||
Total net realized (gains) losses on investments and net unrealized (gains) losses on investments, Trading - Life Funds Withheld Assets
|
(92,750
|
)
|
|
(52,891
|
)
|
||
Net realized and unrealized (gains) losses on derivative instruments
|
3,622
|
|
|
(16,521
|
)
|
||
Net realized and unrealized (gains) losses on life retrocession embedded derivative and derivative instruments - Life Funds Withheld Assets
|
236,080
|
|
|
229,367
|
|
||
Amortization of premiums (discounts) on fixed maturities
|
47,505
|
|
|
35,998
|
|
||
(Income) loss from investment and operating affiliates
|
19,797
|
|
|
(45,467
|
)
|
||
Loss on sale of life reinsurance subsidiary
|
—
|
|
|
—
|
|
||
Gain on sale of ARX Holding Corp.
|
—
|
|
|
—
|
|
||
Share-based compensation
|
20,707
|
|
|
18,295
|
|
||
Depreciation and amortization
|
22,592
|
|
|
10,907
|
|
||
Accretion of deposit liabilities
|
12,055
|
|
|
10,044
|
|
||
Changes in:
|
|
|
|
||||
Unpaid losses and loss expenses
|
330,160
|
|
|
77,832
|
|
||
Future policy benefit reserves
|
(59,858
|
)
|
|
(49,279
|
)
|
||
Funds withheld on GreyCastle life retrocession arrangements, net
|
(121,272
|
)
|
|
(169,569
|
)
|
||
Unearned premiums
|
1,148,149
|
|
|
655,733
|
|
||
Premiums receivable
|
(1,322,085
|
)
|
|
(517,881
|
)
|
||
Unpaid losses and loss expenses recoverable
|
(82,729
|
)
|
|
(148,962
|
)
|
||
Ceded unearned premiums
|
(436,332
|
)
|
|
(146,049
|
)
|
||
Reinsurance balances receivable
|
(49,781
|
)
|
|
10,057
|
|
||
Deferred acquisition costs and value of business acquired
|
(156,373
|
)
|
|
(72,340
|
)
|
||
Reinsurance balances payable
|
460,982
|
|
|
84,261
|
|
||
Deferred tax asset - net
|
(7,945
|
)
|
|
14,119
|
|
||
Derivatives
|
17,863
|
|
|
141,754
|
|
||
Other assets
|
(47,084
|
)
|
|
(31,407
|
)
|
||
Other liabilities
|
(155,826
|
)
|
|
(94,545
|
)
|
||
Other
|
(41,618
|
)
|
|
17,851
|
|
||
Total adjustments
|
$
|
(254,141
|
)
|
|
$
|
(38,693
|
)
|
Net cash provided by (used in) operating activities
|
$
|
(171,113
|
)
|
|
$
|
34,978
|
|
Cash flows provided by (used in) investing activities:
|
|
|
|
||||
Proceeds from sale of fixed maturities and short-term investments
|
$
|
3,772,077
|
|
|
$
|
1,473,941
|
|
Proceeds from redemption of fixed maturities and short-term investments
|
949,221
|
|
|
1,053,739
|
|
||
Proceeds from sale of equity securities
|
62,895
|
|
|
189,473
|
|
||
Purchases of fixed maturities and short-term investments
|
(4,325,679
|
)
|
|
(2,835,304
|
)
|
||
Purchases of equity securities
|
(55,411
|
)
|
|
(94,141
|
)
|
||
Proceeds from sale of affiliates
|
41,538
|
|
|
77,916
|
|
||
Purchases of affiliates
|
(247,049
|
)
|
|
(29,037
|
)
|
||
Purchase of Allied International Holdings, Inc., net of cash acquired
|
(69,745
|
)
|
|
—
|
|
||
Change in restricted cash
|
(6,027
|
)
|
|
—
|
|
||
Other
|
82,141
|
|
|
(32,141
|
)
|
||
Net cash provided by (used in) investing activities
|
$
|
203,961
|
|
|
$
|
(195,554
|
)
|
Cash flows provided by (used in) financing activities:
|
|
|
|
||||
Proceeds from issuance of ordinary shares and exercise of stock options
|
$
|
491
|
|
|
$
|
1,772
|
|
Buybacks of ordinary shares
|
(355,901
|
)
|
|
(1,966
|
)
|
||
Dividends paid on ordinary shares
|
(57,861
|
)
|
|
(40,922
|
)
|
||
Distributions to non-controlling interests
|
(27,857
|
)
|
|
(7,172
|
)
|
||
Contributions from non-controlling interests
|
883
|
|
|
2,569
|
|
||
Proceeds from the issuance of debt
|
—
|
|
|
980,600
|
|
||
Deposit liabilities
|
(8,546
|
)
|
|
(38,788
|
)
|
||
Net cash provided by (used in) financing activities
|
$
|
(448,791
|
)
|
|
$
|
896,093
|
|
Effects of exchange rate changes on foreign currency cash
|
(19,396
|
)
|
|
(47,397
|
)
|
||
Increase (decrease) in cash and cash equivalents
|
$
|
(435,339
|
)
|
|
$
|
688,120
|
|
Cash and cash equivalents - beginning of period
|
3,256,236
|
|
|
2,521,814
|
|
||
Cash and cash equivalents - end of period
|
$
|
2,820,897
|
|
|
$
|
3,209,934
|
|
•
|
Deferred acquisition costs and value of business acquired - The adjustment consists of two components. The first adjustment is the elimination of Catlin's deferred acquisition costs asset. The second adjustment is the establishment of the value of business acquired asset, which represents the present value of the expected underwriting profit within the unearned premiums liability, net of reinsurance, less costs to service the related policies and a risk premium. This adjustment will be amortized to underwriting, acquisition and insurance expenses over approximately
two years
, as the contracts for business in-force as of the Acquisition Date expire. The Company has included
$59.6 million
in acquisition expenses related to the amortization of the value of business acquired during the
three months ended March 31, 2016
.
|
•
|
Unpaid losses and loss adjustment expenses - Unpaid losses and loss adjustment expenses acquired include an increase to adjust the carrying value of Catlin's historical unpaid losses and loss adjustment expenses, net of related reinsurance recoverable, to fair value as of the Acquisition Date. The estimated fair value consists of the present value of the expected net loss and loss adjustment expense payments plus a risk premium. This adjustment, plus the unamortized fair value adjustment included in Catlin's historical unpaid losses and loss adjustment expenses, will be amortized to losses and loss adjustment expenses over a weighted average period of approximately
20 years
, based on the estimated payout pattern of net reserves as of the Acquisition Date.
|
(U.S. dollars in thousands)
|
Severance related costs
|
|
Retention and other compensation costs
|
|
Facilities-related costs
|
|
Consulting and other
|
|
Total
|
||||||||||
Liabilities at December 31, 2015
|
$
|
16,127
|
|
|
$
|
16,969
|
|
|
$
|
818
|
|
|
$
|
23,375
|
|
|
$
|
57,289
|
|
Costs incurred in 2016
|
16,758
|
|
|
8,006
|
|
|
6,103
|
|
|
24,120
|
|
|
54,987
|
|
|||||
2016 payments
|
16,535
|
|
|
17,466
|
|
|
1,040
|
|
|
16,303
|
|
|
51,344
|
|
|||||
Liabilities at March 31, 2016
|
$
|
16,350
|
|
|
$
|
7,509
|
|
|
$
|
5,881
|
|
|
$
|
31,192
|
|
|
$
|
60,932
|
|
March 31, 2016
(U.S. dollars in thousands)
|
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Other
Unobservable
Inputs
(Level 3)
|
|
Collateral
and
Counterparty
Netting
|
|
Balance at
March 31, 2016 |
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Fixed maturities - Available for Sale ("AFS") - Excluding Life Funds Withheld Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. Government and Government-Related/Supported ("U.S. Government")
|
$
|
—
|
|
|
$
|
4,532,047
|
|
|
$
|
44,940
|
|
|
$
|
—
|
|
|
$
|
4,576,987
|
|
Corporate - Financials
|
—
|
|
|
3,660,732
|
|
|
43,583
|
|
|
—
|
|
|
3,704,315
|
|
|||||
Corporate - Non Financials
|
—
|
|
|
7,091,329
|
|
|
181
|
|
|
—
|
|
|
7,091,510
|
|
|||||
Residential mortgage-backed securities – Agency ("RMBS - Agency")
|
—
|
|
|
4,364,154
|
|
|
2,853
|
|
|
—
|
|
|
4,367,007
|
|
|||||
Residential mortgage-backed securities – Non-Agency ("RMBS - Non-Agency")
|
—
|
|
|
302,843
|
|
|
—
|
|
|
—
|
|
|
302,843
|
|
|||||
Commercial mortgage-backed securities ("CMBS")
|
—
|
|
|
325,485
|
|
|
—
|
|
|
—
|
|
|
325,485
|
|
|||||
Collateralized debt obligations ("CDOs")
|
—
|
|
|
—
|
|
|
21,729
|
|
|
—
|
|
|
21,729
|
|
|||||
Other asset-backed securities (1)
|
—
|
|
|
1,158,698
|
|
|
4,200
|
|
|
—
|
|
|
1,162,898
|
|
|||||
U.S. States and political subdivisions of the States
|
—
|
|
|
2,584,747
|
|
|
—
|
|
|
—
|
|
|
2,584,747
|
|
|||||
Non-U.S. Sovereign Government, Provincial, Supranational and Government-Related/Supported ("Non-U.S. Governments")
|
—
|
|
|
5,546,695
|
|
|
—
|
|
|
—
|
|
|
5,546,695
|
|
|||||
Total fixed maturities - AFS - Excluding Funds Withheld Assets, at fair value
|
$
|
—
|
|
|
$
|
29,566,730
|
|
|
$
|
117,486
|
|
|
$
|
—
|
|
|
$
|
29,684,216
|
|
Equity securities, at fair value
|
532,672
|
|
|
345,735
|
|
|
|
|
|
—
|
|
|
878,407
|
|
|||||
Short-term investments, at fair value (1)
|
—
|
|
|
317,304
|
|
|
—
|
|
|
—
|
|
|
317,304
|
|
|||||
Total investments AFS - Excluding Funds Withheld Assets
|
$
|
532,672
|
|
|
$
|
30,229,769
|
|
|
$
|
117,486
|
|
|
$
|
—
|
|
|
$
|
30,879,927
|
|
Fixed maturities - Life Funds Withheld Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. Government
|
$
|
—
|
|
|
$
|
12,692
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
12,692
|
|
Corporate - Financials
|
—
|
|
|
547,279
|
|
|
—
|
|
|
—
|
|
|
547,279
|
|
|||||
Corporate - Non Financials
|
—
|
|
|
1,269,262
|
|
|
—
|
|
|
—
|
|
|
1,269,262
|
|
|||||
RMBS – Agency
|
—
|
|
|
733
|
|
|
—
|
|
|
—
|
|
|
733
|
|
|||||
RMBS – Non-Agency
|
—
|
|
|
25,829
|
|
|
—
|
|
|
—
|
|
|
25,829
|
|
|||||
CMBS
|
—
|
|
|
108,914
|
|
|
—
|
|
|
—
|
|
|
108,914
|
|
|||||
Other asset-backed securities
|
—
|
|
|
121,721
|
|
|
—
|
|
|
—
|
|
|
121,721
|
|
|||||
Non-U.S. Governments
|
—
|
|
|
876,927
|
|
|
—
|
|
|
—
|
|
|
876,927
|
|
|||||
Total fixed maturities - AFS - Life Funds Withheld Assets, at fair value
|
$
|
—
|
|
|
$
|
2,963,357
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,963,357
|
|
Total investments - AFS, at fair value
|
$
|
532,672
|
|
|
$
|
33,193,126
|
|
|
$
|
117,486
|
|
|
$
|
—
|
|
|
$
|
33,843,284
|
|
Fixed maturities - Trading
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
U.S. Government
|
$
|
—
|
|
|
$
|
15,267
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15,267
|
|
Corporate - Financials
|
—
|
|
|
382,755
|
|
|
—
|
|
|
—
|
|
|
382,755
|
|
|||||
Corporate - Non Financials
|
—
|
|
|
558,284
|
|
|
—
|
|
|
—
|
|
|
558,284
|
|
|||||
RMBS – Agency
|
—
|
|
|
1,869
|
|
|
—
|
|
|
—
|
|
|
1,869
|
|
|||||
CMBS
|
—
|
|
|
4,760
|
|
|
—
|
|
|
—
|
|
|
4,760
|
|
|||||
Other asset-backed securities
|
—
|
|
|
25,615
|
|
|
—
|
|
|
—
|
|
|
25,615
|
|
|||||
Non-U.S. Governments
|
—
|
|
|
421,033
|
|
|
—
|
|
|
—
|
|
|
421,033
|
|
|||||
Total fixed maturities - Trading, at fair value
|
$
|
—
|
|
|
$
|
1,409,583
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,409,583
|
|
Short-term investments, at fair value (1)
|
—
|
|
|
26,959
|
|
|
—
|
|
|
—
|
|
|
$
|
26,959
|
|
||||
Total investments, Trading
|
$
|
—
|
|
|
$
|
1,436,542
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,436,542
|
|
March 31, 2016
(U.S. dollars in thousands)
|
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Other
Unobservable
Inputs
(Level 3)
|
|
Collateral
and
Counterparty
Netting
|
|
Balance at
March 31, 2016 |
||||||||||
Cash equivalents (2)
|
295,962
|
|
|
881,157
|
|
|
—
|
|
|
—
|
|
|
1,177,119
|
|
|||||
Cash equivalents - Life Funds Withheld Assets (2)
|
—
|
|
|
92,444
|
|
|
—
|
|
|
—
|
|
|
92,444
|
|
|||||
Other investments (3)
|
—
|
|
|
1,011,336
|
|
|
301,095
|
|
|
—
|
|
|
1,312,431
|
|
|||||
Other assets (4)
|
—
|
|
|
56,118
|
|
|
20,486
|
|
|
(37,870
|
)
|
|
38,734
|
|
|||||
Total assets accounted for at fair value
|
$
|
828,634
|
|
|
$
|
36,670,723
|
|
|
$
|
439,067
|
|
|
$
|
(37,870
|
)
|
|
$
|
37,900,554
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Funds withheld on GreyCastle life retrocession arrangements (net of future policy benefit reserves recoverable) (5)
|
$
|
—
|
|
|
$
|
681,811
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
681,811
|
|
Financial instruments sold, but not yet purchased (6)
|
2,180
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,180
|
|
|||||
Other liabilities (4)
|
—
|
|
|
58,350
|
|
|
30,338
|
|
|
(37,870
|
)
|
|
50,818
|
|
|||||
Total liabilities accounted for at fair value
|
$
|
2,180
|
|
|
$
|
740,161
|
|
|
$
|
30,338
|
|
|
$
|
(37,870
|
)
|
|
$
|
734,809
|
|
December 31, 2015
(U.S. dollars in thousands)
|
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Other
Unobservable
Inputs
(Level 3)
|
|
Collateral
and
Counterparty
Netting
|
|
Balance at
December 31,
2015
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Fixed maturities - AFS - Excluding Life Funds Withheld Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. Government
|
$
|
—
|
|
|
$
|
5,020,574
|
|
|
$
|
45,063
|
|
|
$
|
—
|
|
|
$
|
5,065,637
|
|
Corporate - Financials
|
—
|
|
|
3,508,224
|
|
|
53,685
|
|
|
—
|
|
|
$
|
3,561,909
|
|
||||
Corporate - Non Financials
|
—
|
|
|
6,900,259
|
|
|
188
|
|
|
—
|
|
|
$
|
6,900,447
|
|
||||
RMBS - Agency
|
—
|
|
|
3,754,894
|
|
|
3,077
|
|
|
—
|
|
|
$
|
3,757,971
|
|
||||
RMBS - Non-Agency
|
—
|
|
|
328,540
|
|
|
—
|
|
|
—
|
|
|
$
|
328,540
|
|
||||
CMBS
|
—
|
|
|
405,316
|
|
|
—
|
|
|
—
|
|
|
$
|
405,316
|
|
||||
CDOs
|
—
|
|
|
2
|
|
|
32,408
|
|
|
—
|
|
|
$
|
32,410
|
|
||||
Other asset-backed securities
|
—
|
|
|
1,150,715
|
|
|
17,857
|
|
|
—
|
|
|
$
|
1,168,572
|
|
||||
U.S. States and political subdivisions of the States
|
—
|
|
|
2,632,070
|
|
|
—
|
|
|
—
|
|
|
$
|
2,632,070
|
|
||||
Non-U.S. Government
|
—
|
|
|
5,251,614
|
|
|
—
|
|
|
—
|
|
|
$
|
5,251,614
|
|
||||
Total fixed maturities - AFS - Excluding Funds Withheld Assets, at fair value
|
$
|
—
|
|
|
$
|
28,952,208
|
|
|
$
|
152,278
|
|
|
$
|
—
|
|
|
$
|
29,104,486
|
|
Equity securities, at fair value
|
528,581
|
|
|
350,338
|
|
|
—
|
|
|
—
|
|
|
878,919
|
|
|||||
Short-term investments, at fair value (1)
|
—
|
|
|
617,390
|
|
|
—
|
|
|
—
|
|
|
617,390
|
|
|||||
Total investments AFS - Excluding Funds Withheld Assets
|
$
|
528,581
|
|
|
$
|
29,919,936
|
|
|
$
|
152,278
|
|
|
$
|
—
|
|
|
$
|
30,600,795
|
|
Fixed maturities - Life Funds Withheld Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. Government
|
$
|
—
|
|
|
$
|
12,742
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
12,742
|
|
Corporate - Financials
|
—
|
|
|
598,236
|
|
|
—
|
|
|
—
|
|
|
$
|
598,236
|
|
||||
Corporate - Non Financials
|
—
|
|
|
1,308,628
|
|
|
—
|
|
|
—
|
|
|
$
|
1,308,628
|
|
||||
RMBS – Agency
|
—
|
|
|
752
|
|
|
—
|
|
|
—
|
|
|
$
|
752
|
|
||||
RMBS – Non-Agency
|
—
|
|
|
26,953
|
|
|
—
|
|
|
—
|
|
|
$
|
26,953
|
|
||||
CMBS
|
—
|
|
|
122,481
|
|
|
—
|
|
|
—
|
|
|
$
|
122,481
|
|
||||
Other asset-backed securities
|
—
|
|
|
149,795
|
|
|
—
|
|
|
—
|
|
|
$
|
149,795
|
|
||||
Non-U.S. Government
|
—
|
|
|
933,516
|
|
|
—
|
|
|
—
|
|
|
$
|
933,516
|
|
||||
Total fixed maturities - AFS - Life Funds Withheld Assets, at fair value
|
$
|
—
|
|
|
$
|
3,153,103
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,153,103
|
|
Total investments - AFS, at fair value
|
$
|
528,581
|
|
|
$
|
33,073,039
|
|
|
$
|
152,278
|
|
|
$
|
—
|
|
|
$
|
33,753,898
|
|
December 31, 2015
(U.S. dollars in thousands)
|
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Other
Unobservable
Inputs
(Level 3)
|
|
Collateral
and
Counterparty
Netting
|
|
Balance at
December 31,
2015
|
||||||||||
Fixed maturities - Trading
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. Government
|
$
|
—
|
|
|
$
|
4,990
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,990
|
|
Corporate - Financials
|
—
|
|
|
335,956
|
|
|
—
|
|
|
—
|
|
|
$
|
335,956
|
|
||||
Corporate - Non Financials
|
—
|
|
|
493,621
|
|
|
—
|
|
|
—
|
|
|
$
|
493,621
|
|
||||
RMBS – Agency
|
—
|
|
|
368
|
|
|
—
|
|
|
—
|
|
|
$
|
368
|
|
||||
CMBS
|
—
|
|
|
4,803
|
|
|
—
|
|
|
—
|
|
|
$
|
4,803
|
|
||||
Other asset-backed securities
|
—
|
|
|
25,700
|
|
|
—
|
|
|
—
|
|
|
$
|
25,700
|
|
||||
Non-U.S. Government
|
—
|
|
|
370,261
|
|
|
—
|
|
|
—
|
|
|
$
|
370,261
|
|
||||
Total fixed maturities - Trading, at fair value
|
$
|
—
|
|
|
$
|
1,235,699
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,235,699
|
|
Short-term investments, at fair value (1)
|
—
|
|
|
60,330
|
|
|
—
|
|
|
—
|
|
|
$
|
60,330
|
|
||||
Total investments, Trading
|
$
|
—
|
|
|
$
|
1,296,029
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,296,029
|
|
Cash equivalents (2)
|
437,742
|
|
|
830,924
|
|
|
—
|
|
|
—
|
|
|
$
|
1,268,666
|
|
||||
Cash equivalents - Life Funds Withheld Assets (2)
|
517
|
|
|
100,757
|
|
|
—
|
|
|
—
|
|
|
$
|
101,274
|
|
||||
Other investments (3)
|
—
|
|
|
1,008,176
|
|
|
283,550
|
|
|
—
|
|
|
$
|
1,291,726
|
|
||||
Other assets (4)
|
—
|
|
|
69,914
|
|
|
19,400
|
|
|
(3,087
|
)
|
|
$
|
86,227
|
|
||||
Total assets accounted for at fair value
|
$
|
966,840
|
|
|
$
|
36,378,839
|
|
|
$
|
455,228
|
|
|
$
|
(3,087
|
)
|
|
$
|
37,797,820
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Funds withheld on GreyCastle life retrocession arrangements (net of future policy benefit reserves recoverable) (5)
|
$
|
—
|
|
|
$
|
463,915
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
463,915
|
|
Financial instruments sold, but not yet purchased (6)
|
347
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
347
|
|
||||
Other liabilities (4)
|
—
|
|
|
16,304
|
|
|
29,191
|
|
|
(3,087
|
)
|
|
$
|
42,408
|
|
||||
Total liabilities accounted for at fair value
|
$
|
347
|
|
|
$
|
480,219
|
|
|
$
|
29,191
|
|
|
$
|
(3,087
|
)
|
|
$
|
506,670
|
|
(1)
|
Short-term investments consist primarily of Corporate securities and U.S. and Non-U.S. Government and Government-Related/Supported securities.
|
(2)
|
Cash equivalents balances subject to fair value measurement include certificates of deposit and money market funds. Operating cash balances are not subject to recurring fair value measurement guidance.
|
(3)
|
The Other investments balance excludes certain structured transactions including certain investments in project finance transactions, and a payment obligation and liquidity financing provided to a structured credit vehicle as a part of a third party medium term note facility. These investments, which totaled
$141.5 million
as of
March 31, 2016
and
$141.3 million
as of
December 31, 2015
, are carried at amortized cost. For further information, see Item 8,
Note 8, "Other Investments
," to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended
December 31, 2015
.
|
(4)
|
Other assets and other liabilities include derivative instruments. The derivative balances included in each category are reported on a gross basis by level with a netting adjustment presented separately in the Collateral and Counterparty Netting column. The fair values of the individual derivative contracts are reported gross in their respective levels based on the fair value hierarchy. For further details regarding derivative fair values and associated collateral received or paid, see
Note 7, "Derivative Instruments
."
|
(5)
|
Funds withheld on GreyCastle life retrocession arrangements (net of future policy benefit reserves recoverable) include balances related to the life retrocession embedded derivative, under which all investment results associated with the Life Funds Withheld Assets related to the GreyCastle Life Retro Arrangements described in
Note 1, "Basis of Preparation and Consolidation
," accrue to the benefit of GCLR.
|
(6)
|
Financial instruments sold, but not yet purchased, represent "short sales" and are included within "Payable for investments purchased" on the balance sheets.
|
|
Level 3 Assets and Liabilities - Three Months Ended March 31, 2016
|
||||||||||||||
(U.S. dollars in thousands)
|
U.S. Government
|
|
Corporate - Financials
|
|
Corporate - Non-Financials
|
|
RMBS - Agency
|
||||||||
Balance, beginning of period
|
$
|
45,063
|
|
|
$
|
53,685
|
|
|
$
|
188
|
|
|
$
|
3,077
|
|
Realized gains (losses)
|
(37
|
)
|
|
53
|
|
|
—
|
|
|
(3
|
)
|
||||
Movement in unrealized gains (losses)
|
593
|
|
|
(39
|
)
|
|
(1
|
)
|
|
7
|
|
||||
Purchases and issuances
|
—
|
|
|
169
|
|
|
—
|
|
|
—
|
|
||||
Sales
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Settlements
|
(679
|
)
|
|
—
|
|
|
(6
|
)
|
|
(228
|
)
|
||||
Transfers into Level 3
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Transfers out of Level 3
|
—
|
|
|
(10,285
|
)
|
|
—
|
|
|
—
|
|
||||
Fixed maturities to short-term investments classification change
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Balance, end of period
|
$
|
44,940
|
|
|
$
|
43,583
|
|
|
$
|
181
|
|
|
$
|
2,853
|
|
Movement in total gains (losses) above relating to instruments still held at the reporting date
|
$
|
554
|
|
|
$
|
15
|
|
|
$
|
(1
|
)
|
|
$
|
4
|
|
|
|
|
|
|
|
|
|
||||||||
(U.S. dollars in thousands)
|
RMBS - Non
Agency |
|
CMBS
|
|
CDO
|
|
Other asset-
backed securities |
||||||||
Balance, beginning of period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
32,408
|
|
|
$
|
17,857
|
|
Realized gains (losses)
|
—
|
|
|
—
|
|
|
41
|
|
|
1,049
|
|
||||
Movement in unrealized gains (losses)
|
—
|
|
|
—
|
|
|
5,257
|
|
|
(2,758
|
)
|
||||
Purchases and issuances
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Sales
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Settlements
|
—
|
|
|
—
|
|
|
(15,977
|
)
|
|
(11,948
|
)
|
||||
Transfers into Level 3
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Transfers out of Level 3
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Fixed maturities to short-term investments classification change
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Balance, end of period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
21,729
|
|
|
$
|
4,200
|
|
Movement in total gains (losses) above relating to instruments still held at the reporting date
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,297
|
|
|
$
|
(1,708
|
)
|
|
|
|
|
|
|
|
|
||||||||
(U.S. dollars in thousands)
|
Non-US Government
|
|
Short-term
investments |
|
Other investments
|
|
Derivative Contracts
- Net |
||||||||
Balance, beginning of period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
283,550
|
|
|
$
|
(9,791
|
)
|
Realized gains (losses)
|
—
|
|
|
—
|
|
|
5,807
|
|
|
—
|
|
||||
Movement in unrealized gains (losses)
|
—
|
|
|
—
|
|
|
(2,717
|
)
|
|
(61
|
)
|
||||
Purchases and issuances
|
—
|
|
|
—
|
|
|
13,779
|
|
|
—
|
|
||||
Sales
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Settlements
|
—
|
|
|
—
|
|
|
(14,818
|
)
|
|
—
|
|
||||
Transfers into Level 3
|
—
|
|
|
—
|
|
|
15,494
|
|
|
—
|
|
||||
Transfers out of Level 3
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Fixed maturities to short-term investments classification change
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Balance, end of period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
301,095
|
|
|
$
|
(9,852
|
)
|
Movement in total gains (losses) above relating to instruments still held at the reporting date
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,090
|
|
|
$
|
(61
|
)
|
|
Level 3 Assets and Liabilities - Three Months Ended March 31, 2015
|
||||||||||||||
(U.S. dollars in thousands)
|
U.S. Government
|
|
Corporate - Financials
|
|
Corporate - Non-Financials
|
|
RMBS - Agency
|
||||||||
Balance, beginning of period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,894
|
|
|
$
|
1,910
|
|
Realized gains (losses)
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
||||
Movement in unrealized gains (losses)
|
—
|
|
|
—
|
|
|
48
|
|
|
(1
|
)
|
||||
Purchases and issuances (1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Sales
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Settlements
|
—
|
|
|
—
|
|
|
(80
|
)
|
|
(89
|
)
|
||||
Transfers into Level 3
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Transfers out of Level 3
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Fixed maturities to short-term investments classification change
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Balance, end of period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,861
|
|
|
$
|
1,820
|
|
Movement in total gains (losses) above relating to instruments still held at the reporting date
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
48
|
|
|
$
|
(1
|
)
|
|
|
|
|
|
|
|
|
||||||||
(U.S. dollars in thousands)
|
RMBS - Non
Agency |
|
CMBS
|
|
CDO
|
|
Other asset-
backed securities |
||||||||
Balance, beginning of period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
687,958
|
|
|
$
|
5,288
|
|
Realized gains (losses)
|
—
|
|
|
—
|
|
|
36
|
|
|
(1
|
)
|
||||
Movement in unrealized gains (losses)
|
—
|
|
|
—
|
|
|
5,555
|
|
|
2
|
|
||||
Purchases and issuances (1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Sales
|
—
|
|
|
—
|
|
|
(155,085
|
)
|
|
—
|
|
||||
Settlements
|
—
|
|
|
—
|
|
|
(41,541
|
)
|
|
(3,045
|
)
|
||||
Transfers into Level 3
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Transfers out of Level 3
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Fixed maturities to short-term investments classification change
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Balance, end of period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
496,923
|
|
|
$
|
2,244
|
|
Movement in total gains (losses) above relating to instruments still held at the reporting date
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,668
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
(U.S. dollars in thousands)
|
Non-US
Government |
|
Short-term
investments |
|
Other investments
|
|
Derivative Contracts
- Net |
||||||||
Balance, beginning of period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
185,083
|
|
|
$
|
(9,764
|
)
|
Realized gains (losses)
|
—
|
|
|
—
|
|
|
1,302
|
|
|
—
|
|
||||
Movement in unrealized gains (losses)
|
—
|
|
|
—
|
|
|
(1,827
|
)
|
|
158
|
|
||||
Purchases and issuances (1)
|
—
|
|
|
—
|
|
|
6,793
|
|
|
—
|
|
||||
Sales
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Settlements
|
—
|
|
|
—
|
|
|
(1,254
|
)
|
|
—
|
|
||||
Transfers into Level 3
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Transfers out of Level 3
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Fixed maturities to short-term investments classification change
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Balance, end of period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
190,097
|
|
|
$
|
(9,606
|
)
|
Movement in total gains (losses) above relating to instruments still held at the reporting date
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(524
|
)
|
|
$
|
158
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||||||||||
(U.S. dollars in thousands)
|
Carrying
Value
|
|
Fair
Value
|
|
Carrying
Value
|
|
Fair
Value
|
||||||||
Financial Assets
- Other investments
|
$
|
141,459
|
|
|
$
|
153,844
|
|
|
$
|
141,329
|
|
|
$
|
154,065
|
|
Deposit liabilities
|
$
|
1,171,655
|
|
|
$
|
1,478,856
|
|
|
$
|
1,168,376
|
|
|
$
|
1,436,210
|
|
Notes payable and debt
|
2,645,647
|
|
|
2,815,562
|
|
|
2,644,970
|
|
|
2,805,152
|
|
||||
Financial Liabilities
|
$
|
3,817,302
|
|
|
$
|
4,294,418
|
|
|
$
|
3,813,346
|
|
|
$
|
4,241,362
|
|
Three Months Ended March 31, 2016
(U.S. dollars in thousands, except ratios)
|
Insurance
|
|
Reinsurance
|
|
Total P&C
|
|
Corporate
and Other (1)
|
|
Total
|
||||||||||
Gross premiums written
|
$
|
2,503,972
|
|
|
$
|
1,855,343
|
|
|
$
|
4,359,315
|
|
|
$
|
68,911
|
|
|
$
|
4,428,226
|
|
Net premiums written
|
1,503,934
|
|
|
1,557,661
|
|
|
3,061,595
|
|
|
3,164
|
|
|
3,064,759
|
|
|||||
Net premiums earned
|
1,593,874
|
|
|
757,572
|
|
|
2,351,446
|
|
|
3,164
|
|
|
2,354,610
|
|
|||||
Less: Net losses and loss expenses (2)
|
999,592
|
|
|
382,893
|
|
|
1,382,485
|
|
|
4,937
|
|
|
1,387,422
|
|
|||||
Less: Acquisition costs (2)
|
225,458
|
|
|
176,348
|
|
|
401,806
|
|
|
1,461
|
|
|
403,267
|
|
|||||
Less: Operating expenses (3)
|
312,432
|
|
|
79,234
|
|
|
391,666
|
|
|
218
|
|
|
391,884
|
|
|||||
Underwriting profit (loss)
|
$
|
56,392
|
|
|
$
|
119,097
|
|
|
$
|
175,489
|
|
|
$
|
(3,452
|
)
|
|
$
|
172,037
|
|
Net investment income - excluding Life Funds Withheld Assets (4)
|
|
|
|
|
143,131
|
|
|
8,533
|
|
|
151,664
|
|
|||||||
Net investment income - Life Funds Withheld Assets
|
|
|
|
|
|
|
41,560
|
|
|
41,560
|
|
||||||||
Net results from structured products (5)
|
1,222
|
|
|
748
|
|
|
1,970
|
|
|
—
|
|
|
1,970
|
|
|||||
Net fee income and other (6)
|
(3,862
|
)
|
|
837
|
|
|
(3,025
|
)
|
|
302
|
|
|
(2,723
|
)
|
|||||
Net realized gains (losses) on investments - excluding Life Funds Withheld Assets
|
|
|
|
|
|
|
(11,160
|
)
|
|
2,744
|
|
|
(8,416
|
)
|
|||||
Net realized gains (losses) on investments and net unrealized gains (losses) on investments, Trading - Life Funds Withheld Assets
|
|
|
|
|
|
|
—
|
|
|
101,166
|
|
|
101,166
|
|
|||||
Net realized and unrealized gains (losses) on derivative instruments
|
|
|
|
|
|
|
—
|
|
|
(3,622
|
)
|
|
(3,622
|
)
|
|||||
Net realized and unrealized gains (losses) on life retrocession embedded derivative and derivative instruments - Life Funds Withheld Assets
|
|
|
|
|
—
|
|
|
(236,080
|
)
|
|
(236,080
|
)
|
|||||||
Net income (loss) from investment fund affiliates and operating affiliates
|
|
|
|
|
|
|
—
|
|
|
8,071
|
|
|
8,071
|
|
|||||
Gain on sale of operating affiliate
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|||||||
Less: Exchange (gains) losses
|
|
|
|
|
|
|
—
|
|
|
(33,819
|
)
|
|
(33,819
|
)
|
|||||
Less: Corporate operating expenses
|
|
|
|
|
|
|
—
|
|
|
112,510
|
|
|
112,510
|
|
|||||
Contribution from P&C and Corporate and Other
|
|
|
|
|
|
|
306,405
|
|
|
(159,469
|
)
|
|
146,936
|
|
|||||
Less: Interest expense (7)
|
|
|
|
|
|
|
|
|
|
41,613
|
|
|
41,613
|
|
|||||
Less: Non-controlling interests
|
|
|
|
|
|
|
|
|
|
61,143
|
|
|
61,143
|
|
|||||
Less: Income tax expense
|
|
|
|
|
|
|
|
|
|
22,295
|
|
|
22,295
|
|
|||||
Net income (loss) attributable to ordinary shareholders
|
|
|
|
|
|
|
|
|
|
|
|
$
|
21,885
|
|
|||||
Ratios – P&C operations: (8)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Loss and loss expense ratio
|
62.7
|
%
|
|
50.5
|
%
|
|
58.8
|
%
|
|
|
|
|
|
|
|||||
Underwriting expense ratio
|
33.8
|
%
|
|
33.8
|
%
|
|
33.7
|
%
|
|
|
|
|
|
|
|||||
Combined ratio
|
96.5
|
%
|
|
84.3
|
%
|
|
92.5
|
%
|
|
|
|
|
|
|
(1)
|
Corporate and Other includes other items of our revenue and expenditures that are not evaluated at the segment level for reporting purposes, as well as the Company's Run-Off Life Operations.
|
(2)
|
The Company has reflected the amortization of certain fair value adjustments recorded in conjunction with the Catlin Acquisition within the respective segments.
|
(3)
|
Operating expenses of the segments exclude Corporate operating expenses, shown separately.
|
(4)
|
Net investment income - excluding Life Funds Withheld Assets does not include net investment income related to the net results from structured products.
|
(5)
|
The net results from P&C structured products include net investment income and interest expense of
$12.7 million
and
$10.7 million
, respectively.
|
(6)
|
Net fee income and other includes operating expenses from the Company's loss prevention consulting services business.
|
(7)
|
Interest expense excludes interest expense related to structured products recorded in the Insurance and Reinsurance segments.
|
(8)
|
Ratios are based on net premiums earned from P&C operations.
|
Three Months Ended March 31, 2015
(U.S. dollars in thousands, except ratios)
|
Insurance
|
|
Reinsurance
|
|
Total P&C
|
|
Corporate
and Other (1) |
|
Total
|
||||||||||
Gross premiums written
|
$
|
1,654,747
|
|
|
$
|
825,662
|
|
|
$
|
2,480,409
|
|
|
$
|
74,951
|
|
|
$
|
2,555,360
|
|
Net premiums written
|
1,089,108
|
|
|
747,635
|
|
|
1,836,743
|
|
|
14,506
|
|
|
1,851,249
|
|
|||||
Net premiums earned
|
962,306
|
|
|
357,188
|
|
|
1,319,494
|
|
|
14,506
|
|
|
1,334,000
|
|
|||||
Less: Net losses and loss expenses
|
616,947
|
|
|
152,880
|
|
|
769,827
|
|
|
19,387
|
|
|
789,214
|
|
|||||
Less: Acquisition costs
|
80,387
|
|
|
71,492
|
|
|
151,879
|
|
|
1,817
|
|
|
153,696
|
|
|||||
Less: Operating expenses (2)
|
208,457
|
|
|
42,495
|
|
|
250,952
|
|
|
931
|
|
|
251,883
|
|
|||||
Underwriting profit (loss)
|
$
|
56,515
|
|
|
$
|
90,321
|
|
|
$
|
146,836
|
|
|
$
|
(7,629
|
)
|
|
$
|
139,207
|
|
Net investment income - excluding Life Funds Withheld Assets (3)
|
|
|
|
|
132,808
|
|
|
10,210
|
|
|
143,018
|
|
|||||||
Net investment income - Life Funds Withheld Assets
|
|
|
|
|
|
|
50,419
|
|
|
50,419
|
|
||||||||
Net results from structured products (4)
|
2,905
|
|
|
2,120
|
|
|
5,025
|
|
|
—
|
|
|
5,025
|
|
|||||
Net fee income and other (5)
|
(7,465
|
)
|
|
825
|
|
|
(6,640
|
)
|
|
132
|
|
|
(6,508
|
)
|
|||||
Loss on sale of life reinsurance subsidiary
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Net realized gains (losses) on investments - excluding Life Funds Withheld Assets
|
|
|
|
|
|
|
5,807
|
|
|
(1,205
|
)
|
|
4,602
|
|
|||||
Net realized gains (losses) on investments and net unrealized gains (losses) on investments, Trading - Life Funds Withheld Assets
|
|
|
|
|
|
|
—
|
|
|
48,289
|
|
|
48,289
|
|
|||||
Net realized and unrealized gains (losses) on derivative instruments
|
|
|
|
|
|
|
—
|
|
|
16,521
|
|
|
16,521
|
|
|||||
Net realized and unrealized gains (losses) on life retrocession embedded derivative and derivative instruments - Life Funds Withheld Assets
|
|
|
|
|
—
|
|
|
(229,367
|
)
|
|
(229,367
|
)
|
|||||||
Net income (loss) from investment fund affiliates and operating affiliates
|
|
|
|
|
|
|
—
|
|
|
57,997
|
|
|
57,997
|
|
|||||
Less: Exchange (gains) losses
|
|
|
|
|
|
|
—
|
|
|
27,390
|
|
|
27,390
|
|
|||||
Less: Corporate operating expenses
|
|
|
|
|
|
|
—
|
|
|
62,443
|
|
|
62,443
|
|
|||||
Contribution from P&C and Corporate and Other
|
|
|
|
|
|
|
283,836
|
|
|
(144,466
|
)
|
|
139,370
|
|
|||||
Less: Interest expense (6)
|
|
|
|
|
|
|
|
|
|
41,481
|
|
|
41,481
|
|
|||||
Less: Non-controlling interests
|
|
|
|
|
|
|
|
|
|
37,390
|
|
|
37,390
|
|
|||||
Less: Income tax expense
|
|
|
|
|
|
|
|
|
|
24,218
|
|
|
24,218
|
|
|||||
Net income (loss) attributable to ordinary shareholders
|
|
|
|
|
|
|
|
|
|
|
|
$
|
36,281
|
|
|||||
Ratios – P&C operations: (7)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Loss and loss expense ratio
|
64.1
|
%
|
|
42.8
|
%
|
|
58.3
|
%
|
|
|
|
|
|
|
|||||
Underwriting expense ratio
|
30.0
|
%
|
|
31.9
|
%
|
|
30.6
|
%
|
|
|
|
|
|
|
|||||
Combined ratio
|
94.1
|
%
|
|
74.7
|
%
|
|
88.9
|
%
|
|
|
|
|
|
|
(1)
|
Corporate and Other includes other items of our revenue and expenditures that are not evaluated at the segment level for reporting purposes, as well as the Company's Run-Off Life Operations.
|
(2)
|
Operating expenses of the segments exclude Corporate operating expenses, shown separately.
|
(3)
|
Net investment income - excluding Life Funds Withheld Assets does not include net investment income related to the net results from structured products.
|
(4)
|
The net results from P&C structured products include net investment income and interest expense of
$15.1 million
and
$10.0 million
, respectively.
|
(5)
|
Net fee income and other includes operating expenses from the Company's loss prevention consulting services business.
|
(6)
|
Interest expense excludes interest expense related to structured products recorded in the Insurance and Reinsurance segments.
|
(7)
|
Ratios are based on net premiums earned from P&C operations.
|
Three Months Ended March 31, 2016
(U.S. dollars in thousands)
|
Insurance
|
|
Reinsurance
|
|
Corporate
and Other |
|
Total
|
||||||||
P&C Operations:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Professional
|
$
|
332,954
|
|
|
$
|
43,155
|
|
|
$
|
—
|
|
|
$
|
376,109
|
|
Casualty
|
420,212
|
|
|
154,739
|
|
|
—
|
|
|
574,951
|
|
||||
Property catastrophe
|
—
|
|
|
205,301
|
|
|
—
|
|
|
205,301
|
|
||||
Property
|
359,633
|
|
|
254,399
|
|
|
—
|
|
|
614,032
|
|
||||
Specialty
|
367,352
|
|
|
36,193
|
|
|
—
|
|
|
403,545
|
|
||||
Other (1)
|
113,723
|
|
|
63,785
|
|
|
—
|
|
|
177,508
|
|
||||
Total P&C Operations
|
$
|
1,593,874
|
|
|
$
|
757,572
|
|
|
$
|
—
|
|
|
$
|
2,351,446
|
|
Corporate and Other:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Run-off Life operations - Annuity
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Run-off Life operations - Other Life
|
—
|
|
|
—
|
|
|
3,164
|
|
|
3,164
|
|
||||
Total Corporate and Other
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,164
|
|
|
$
|
3,164
|
|
Total
|
$
|
1,593,874
|
|
|
$
|
757,572
|
|
|
$
|
3,164
|
|
|
$
|
2,354,610
|
|
|
|
|
|
|
|
|
|
||||||||
Three Months Ended March 31, 2015
(U.S. dollars in thousands)
|
Insurance
|
|
Reinsurance
|
|
Corporate
and Other |
|
Total
|
||||||||
P&C Operations:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Professional
|
$
|
266,410
|
|
|
$
|
35,008
|
|
|
$
|
—
|
|
|
$
|
301,418
|
|
Casualty
|
341,317
|
|
|
58,208
|
|
|
—
|
|
|
399,525
|
|
||||
Property catastrophe
|
—
|
|
|
94,073
|
|
|
—
|
|
|
94,073
|
|
||||
Property
|
172,539
|
|
|
131,224
|
|
|
—
|
|
|
303,763
|
|
||||
Specialty
|
171,878
|
|
|
18,075
|
|
|
—
|
|
|
189,953
|
|
||||
Other (1)
|
10,162
|
|
|
20,600
|
|
|
—
|
|
|
30,762
|
|
||||
Total P&C Operations
|
$
|
962,306
|
|
|
$
|
357,188
|
|
|
$
|
—
|
|
|
$
|
1,319,494
|
|
Corporate and Other:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Run-off Life operations - Annuity
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
(1
|
)
|
Run-off Life operations - Other Life
|
—
|
|
|
—
|
|
|
14,507
|
|
|
14,507
|
|
||||
Total Corporate and Other
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14,506
|
|
|
$
|
14,506
|
|
Total
|
$
|
962,306
|
|
|
$
|
357,188
|
|
|
$
|
14,506
|
|
|
$
|
1,334,000
|
|
(1)
|
Other within the Insurance segment includes: excess and surplus, programs, surety, structured indemnity and certain discontinued lines. Other within the Reinsurance segment includes: whole account contracts, structured indemnity and other lines.
|
|
|
|
Included in AOCI
|
|
|
|
|
||||||||||||
March 31, 2016
(U.S. dollars in thousands)
|
Cost or
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross Unrealized Losses
|
|
Fair Value
|
|
Non-credit Related OTTI (1)
|
||||||||||
Fixed maturities - AFS
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. Government
|
$
|
4,483,796
|
|
|
$
|
101,066
|
|
|
$
|
(7,875
|
)
|
|
$
|
4,576,987
|
|
|
$
|
—
|
|
Corporate - Financials
|
3,656,521
|
|
|
75,341
|
|
|
(27,547
|
)
|
|
3,704,315
|
|
|
—
|
|
|||||
Corporate - Non Financials
|
6,935,636
|
|
|
210,829
|
|
|
(54,955
|
)
|
|
7,091,510
|
|
|
—
|
|
|||||
RMBS – Agency
|
4,259,838
|
|
|
112,260
|
|
|
(5,091
|
)
|
|
4,367,007
|
|
|
—
|
|
|||||
RMBS – Non-Agency
|
303,377
|
|
|
20,313
|
|
|
(20,847
|
)
|
|
302,843
|
|
|
(52,025
|
)
|
|||||
CMBS
|
317,886
|
|
|
10,324
|
|
|
(2,725
|
)
|
|
325,485
|
|
|
(1,163
|
)
|
|||||
CDO
|
25,845
|
|
|
2
|
|
|
(4,118
|
)
|
|
21,729
|
|
|
(1,208
|
)
|
|||||
Other asset-backed securities
|
1,154,679
|
|
|
19,123
|
|
|
(10,904
|
)
|
|
1,162,898
|
|
|
(1,027
|
)
|
|||||
U.S. States and political subdivisions of the States
|
2,436,400
|
|
|
149,140
|
|
|
(793
|
)
|
|
2,584,747
|
|
|
—
|
|
|||||
Non-U.S. Governments
|
5,442,418
|
|
|
161,392
|
|
|
(57,115
|
)
|
|
5,546,695
|
|
|
—
|
|
|||||
Total fixed maturities - AFS - Excluding Life Funds Withheld Assets
|
$
|
29,016,396
|
|
|
$
|
859,790
|
|
|
$
|
(191,970
|
)
|
|
$
|
29,684,216
|
|
|
$
|
(55,423
|
)
|
Total short-term investments - Excluding Life Funds Withheld Assets
|
317,939
|
|
|
433
|
|
|
(1,068
|
)
|
|
317,304
|
|
|
—
|
|
|||||
Total equity securities
|
831,543
|
|
|
93,517
|
|
|
(46,653
|
)
|
|
878,407
|
|
|
—
|
|
|||||
Total investments - AFS - Excluding Life Funds Withheld Assets
|
$
|
30,165,878
|
|
|
$
|
953,740
|
|
|
$
|
(239,691
|
)
|
|
$
|
30,879,927
|
|
|
$
|
(55,423
|
)
|
Fixed maturities - AFS - Life Funds Withheld Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
U.S. Government
|
$
|
10,315
|
|
|
$
|
2,377
|
|
|
$
|
—
|
|
|
$
|
12,692
|
|
|
$
|
—
|
|
Corporate - Financials
|
486,901
|
|
|
60,378
|
|
|
—
|
|
|
547,279
|
|
|
—
|
|
|||||
Corporate - Non Financials
|
1,058,886
|
|
|
210,376
|
|
|
—
|
|
|
1,269,262
|
|
|
—
|
|
|||||
RMBS – Agency
|
597
|
|
|
136
|
|
|
—
|
|
|
733
|
|
|
—
|
|
|||||
RMBS – Non-Agency
|
23,172
|
|
|
2,657
|
|
|
—
|
|
|
25,829
|
|
|
—
|
|
|||||
CMBS
|
92,586
|
|
|
16,328
|
|
|
—
|
|
|
108,914
|
|
|
—
|
|
|||||
Other asset-backed securities
|
105,635
|
|
|
16,086
|
|
|
—
|
|
|
121,721
|
|
|
—
|
|
|||||
Non-U.S. Governments
|
650,259
|
|
|
226,668
|
|
|
—
|
|
|
876,927
|
|
|
—
|
|
|||||
Total fixed maturities - AFS - Life Funds Withheld Assets
|
$
|
2,428,351
|
|
|
$
|
535,006
|
|
|
$
|
—
|
|
|
$
|
2,963,357
|
|
|
$
|
—
|
|
Total investments - AFS
|
$
|
32,594,229
|
|
|
$
|
1,488,746
|
|
|
$
|
(239,691
|
)
|
|
$
|
33,843,284
|
|
|
$
|
(55,423
|
)
|
(1)
|
Represents the non-credit component of OTTI losses, adjusted for subsequent sales of securities. It does not include the change in fair value subsequent to the impairment measurement date.
|
December 31, 2015
(U.S. dollars in thousands)
|
Cost or
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross Unrealized Losses
|
|
Fair Value
|
|
Non-credit Related OTTI (1)
|
||||||||||
Fixed maturities - AFS - Excluding Life Funds Withheld Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
U.S. Government
|
$
|
5,047,621
|
|
|
$
|
52,355
|
|
|
$
|
(34,339
|
)
|
|
$
|
5,065,637
|
|
|
$
|
—
|
|
Corporate - Financials
|
3,535,830
|
|
|
49,535
|
|
|
(23,456
|
)
|
|
3,561,909
|
|
|
—
|
|
|||||
Corporate - Non Financials
|
6,867,525
|
|
|
130,568
|
|
|
(97,646
|
)
|
|
6,900,447
|
|
|
—
|
|
|||||
RMBS – Agency
|
3,697,756
|
|
|
77,776
|
|
|
(17,561
|
)
|
|
3,757,971
|
|
|
—
|
|
|||||
RMBS – Non-Agency
|
319,876
|
|
|
25,644
|
|
|
(16,980
|
)
|
|
328,540
|
|
|
(54,200
|
)
|
|||||
CMBS
|
401,713
|
|
|
7,933
|
|
|
(4,330
|
)
|
|
405,316
|
|
|
(1,182
|
)
|
|||||
CDOs
|
41,679
|
|
|
4
|
|
|
(9,273
|
)
|
|
32,410
|
|
|
(1,208
|
)
|
|||||
Other asset-backed securities
|
1,164,426
|
|
|
17,665
|
|
|
(13,519
|
)
|
|
1,168,572
|
|
|
(1,144
|
)
|
|||||
U.S. States and political subdivisions of the States
|
2,514,048
|
|
|
125,395
|
|
|
(7,373
|
)
|
|
2,632,070
|
|
|
—
|
|
|||||
Non-U.S. Government
|
5,249,148
|
|
|
100,383
|
|
|
(97,917
|
)
|
|
5,251,614
|
|
|
—
|
|
|||||
Total fixed maturities - AFS - Excluding Life Funds Withheld Assets
|
$
|
28,839,622
|
|
|
$
|
587,258
|
|
|
$
|
(322,394
|
)
|
|
$
|
29,104,486
|
|
|
$
|
(57,734
|
)
|
Total short-term investments - Excluding Life Funds Withheld Assets
|
$
|
618,851
|
|
|
$
|
967
|
|
|
$
|
(2,428
|
)
|
|
$
|
617,390
|
|
|
$
|
—
|
|
Total equity securities - Excluding Life Funds Withheld Assets
|
$
|
834,079
|
|
|
$
|
89,993
|
|
|
$
|
(45,153
|
)
|
|
$
|
878,919
|
|
|
$
|
—
|
|
Total investments - AFS - Excluding Life Funds Withheld Assets
|
$
|
30,292,552
|
|
|
$
|
678,218
|
|
|
$
|
(369,975
|
)
|
|
$
|
30,600,795
|
|
|
$
|
(57,734
|
)
|
Fixed maturities - AFS - Life Funds Withheld Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. Government
|
$
|
10,721
|
|
|
$
|
2,021
|
|
|
$
|
—
|
|
|
$
|
12,742
|
|
|
$
|
—
|
|
Corporate - Financials
|
531,016
|
|
|
67,220
|
|
|
—
|
|
|
598,236
|
|
|
—
|
|
|||||
Corporate - Non Financials
|
1,132,926
|
|
|
175,702
|
|
|
—
|
|
|
1,308,628
|
|
|
—
|
|
|||||
RMBS – Agency
|
591
|
|
|
161
|
|
|
—
|
|
|
752
|
|
|
—
|
|
|||||
RMBS – Non-Agency
|
24,401
|
|
|
2,552
|
|
|
—
|
|
|
26,953
|
|
|
—
|
|
|||||
CMBS
|
107,968
|
|
|
14,513
|
|
|
—
|
|
|
122,481
|
|
|
—
|
|
|||||
Other asset-backed securities
|
132,674
|
|
|
17,121
|
|
|
—
|
|
|
149,795
|
|
|
—
|
|
|||||
Non-U.S. Governments
|
737,735
|
|
|
195,781
|
|
|
—
|
|
|
933,516
|
|
|
—
|
|
|||||
Total fixed maturities - AFS - Life Funds Withheld Assets
|
$
|
2,678,032
|
|
|
$
|
475,071
|
|
|
$
|
—
|
|
|
$
|
3,153,103
|
|
|
$
|
—
|
|
Total investments - AFS
|
$
|
32,970,584
|
|
|
$
|
1,153,289
|
|
|
$
|
(369,975
|
)
|
|
$
|
33,753,898
|
|
|
$
|
(57,734
|
)
|
(1)
|
Represents the non-credit component of OTTI losses, adjusted for subsequent sales of securities. It does not include the change in fair value subsequent to the impairment measurement date.
|
March 31, 2016
(U.S. dollars in thousands)
|
Amortized
Cost |
|
Fair Value
|
||||
Fixed maturities - Trading - Life Funds Withheld Assets
|
|
|
|
|
|
||
U.S. Government
|
$
|
15,567
|
|
|
$
|
15,267
|
|
Corporate - Financials
|
379,848
|
|
|
382,755
|
|
||
Corporate - Non Financials
|
549,458
|
|
|
558,284
|
|
||
RMBS – Agency
|
1,917
|
|
|
1,869
|
|
||
CMBS
|
4,675
|
|
|
4,760
|
|
||
Other asset-backed securities
|
25,457
|
|
|
25,615
|
|
||
Non-U.S. Governments
|
390,986
|
|
|
421,033
|
|
||
Total fixed maturities - Trading - Life Funds Withheld Assets
|
$
|
1,367,908
|
|
|
$
|
1,409,583
|
|
Total short-term investments - Trading - Life Funds Withheld Assets
|
$
|
26,949
|
|
|
$
|
26,959
|
|
Total investments - Trading - Life Funds Withheld Assets
|
$
|
1,394,857
|
|
|
$
|
1,436,542
|
|
December 31, 2015
(U.S. dollars in thousands)
|
Amortized
Cost |
|
Fair Value
|
||||
Fixed maturities - Trading - Life Funds Withheld Assets
|
|
|
|
|
|
||
U.S. Government
|
$
|
4,957
|
|
|
$
|
4,990
|
|
Corporate - Financials
|
344,070
|
|
|
335,956
|
|
||
Corporate - Non Financials
|
509,441
|
|
|
493,621
|
|
||
RMBS – Agency
|
370
|
|
|
368
|
|
||
CMBS
|
4,874
|
|
|
4,803
|
|
||
Other asset-backed securities
|
26,405
|
|
|
25,700
|
|
||
Non-U.S. Governments
|
373,492
|
|
|
370,261
|
|
||
Total fixed maturities - Trading - Life Funds Withheld Assets
|
$
|
1,263,609
|
|
|
$
|
1,235,699
|
|
Total short-term investments - Trading - Life Funds Withheld Assets
|
$
|
60,176
|
|
|
$
|
60,330
|
|
Total investments - Trading - Life Funds Withheld Assets
|
$
|
1,323,785
|
|
|
$
|
1,296,029
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||||||||||
(U.S. dollars in thousands)
|
Amortized
Cost
|
|
Fair
Value
|
|
Amortized
Cost
|
|
Fair
Value
|
||||||||
Fixed maturities - AFS - Excluding Life Funds Withheld Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||
Due less than one year
|
$
|
2,156,182
|
|
|
$
|
2,151,862
|
|
|
$
|
2,106,851
|
|
|
$
|
2,104,106
|
|
Due after 1 through 5 years
|
13,787,996
|
|
|
14,020,514
|
|
|
14,051,494
|
|
|
14,143,461
|
|
||||
Due after 5 through 10 years
|
5,622,857
|
|
|
5,828,464
|
|
|
5,680,830
|
|
|
5,740,954
|
|
||||
Due after 10 years
|
1,387,736
|
|
|
1,503,414
|
|
|
1,374,997
|
|
|
1,423,156
|
|
||||
|
$
|
22,954,771
|
|
|
$
|
23,504,254
|
|
|
$
|
23,214,172
|
|
|
$
|
23,411,677
|
|
RMBS – Agency
|
4,259,838
|
|
|
4,367,007
|
|
|
3,697,756
|
|
|
3,757,971
|
|
||||
RMBS – Non-Agency
|
303,377
|
|
|
302,843
|
|
|
319,876
|
|
|
328,540
|
|
||||
CMBS
|
317,886
|
|
|
325,485
|
|
|
401,713
|
|
|
405,316
|
|
||||
CDOs
|
25,845
|
|
|
21,729
|
|
|
41,679
|
|
|
32,410
|
|
||||
Other asset-backed securities
|
1,154,679
|
|
|
1,162,898
|
|
|
1,164,426
|
|
|
1,168,572
|
|
||||
Total mortgage and asset-backed securities
|
$
|
6,061,625
|
|
|
$
|
6,179,962
|
|
|
$
|
5,625,450
|
|
|
$
|
5,692,809
|
|
Total fixed maturities - AFS - Excluding Life Funds Withheld Assets
|
$
|
29,016,396
|
|
|
$
|
29,684,216
|
|
|
$
|
28,839,622
|
|
|
$
|
29,104,486
|
|
Fixed maturities - AFS - Life Funds Withheld Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||
Due less than one year
|
$
|
78,629
|
|
|
$
|
88,560
|
|
|
$
|
81,700
|
|
|
$
|
92,921
|
|
Due after 1 through 5 years
|
361,106
|
|
|
391,528
|
|
|
386,810
|
|
|
416,743
|
|
||||
Due after 5 through 10 years
|
470,386
|
|
|
547,171
|
|
|
491,621
|
|
|
558,805
|
|
||||
Due after 10 years
|
1,296,240
|
|
|
1,678,901
|
|
|
1,452,267
|
|
|
1,784,653
|
|
||||
|
$
|
2,206,361
|
|
|
$
|
2,706,160
|
|
|
$
|
2,412,398
|
|
|
$
|
2,853,122
|
|
RMBS – Agency
|
597
|
|
|
733
|
|
|
591
|
|
|
752
|
|
||||
RMBS – Non-Agency
|
23,172
|
|
|
25,829
|
|
|
24,401
|
|
|
26,953
|
|
||||
CMBS
|
92,586
|
|
|
108,914
|
|
|
107,968
|
|
|
122,481
|
|
||||
Other asset-backed securities
|
105,635
|
|
|
121,721
|
|
|
132,674
|
|
|
149,795
|
|
||||
Total mortgage and asset-backed securities
|
$
|
221,990
|
|
|
$
|
257,197
|
|
|
$
|
265,634
|
|
|
$
|
299,981
|
|
Total fixed maturities - AFS - Life Funds Withheld Assets
|
$
|
2,428,351
|
|
|
$
|
2,963,357
|
|
|
$
|
2,678,032
|
|
|
$
|
3,153,103
|
|
Total fixed maturities - AFS
|
$
|
31,444,747
|
|
|
$
|
32,647,573
|
|
|
$
|
31,517,654
|
|
|
$
|
32,257,589
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||||||||||
(U.S. dollars in thousands)
|
Amortized
Cost
|
|
Fair
Value
|
|
Amortized
Cost
|
|
Fair
Value
|
||||||||
Fixed maturities - Trading - Life Funds Withheld Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||
Due less than one year
|
$
|
8,177
|
|
|
$
|
8,831
|
|
|
$
|
4,573
|
|
|
$
|
5,096
|
|
Due after 1 through 5 years
|
290,320
|
|
|
291,356
|
|
|
278,163
|
|
|
272,220
|
|
||||
Due after 5 through 10 years
|
314,590
|
|
|
320,720
|
|
|
280,487
|
|
|
277,920
|
|
||||
Due after 10 years
|
722,772
|
|
|
756,432
|
|
|
668,737
|
|
|
649,592
|
|
||||
|
$
|
1,335,859
|
|
|
$
|
1,377,339
|
|
|
$
|
1,231,960
|
|
|
$
|
1,204,828
|
|
RMBS – Agency
|
1,917
|
|
|
1,869
|
|
|
370
|
|
|
368
|
|
||||
CMBS
|
4,675
|
|
|
4,760
|
|
|
4,874
|
|
|
4,803
|
|
||||
Other asset-backed securities
|
25,457
|
|
|
25,615
|
|
|
26,405
|
|
|
25,700
|
|
||||
Total mortgage and asset-backed securities
|
$
|
32,049
|
|
|
$
|
32,244
|
|
|
$
|
31,649
|
|
|
$
|
30,871
|
|
Total fixed maturities - Trading - Life Funds Withheld Assets
|
$
|
1,367,908
|
|
|
$
|
1,409,583
|
|
|
$
|
1,263,609
|
|
|
$
|
1,235,699
|
|
|
Less than 12 months
|
|
Equal to or greater
than 12 months
|
||||||||||||
March 31, 2016
(U.S. dollars in thousands)
|
Fair
Value
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
|
Gross
Unrealized
Losses
|
||||||||
Fixed maturities and short-term investments - AFS
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. Government
|
$
|
465,423
|
|
|
$
|
(4,923
|
)
|
|
$
|
96,406
|
|
|
$
|
(2,984
|
)
|
Corporate – Financials
|
588,595
|
|
|
(18,228
|
)
|
|
141,508
|
|
|
(9,330
|
)
|
||||
Corporate – Non Financials
|
930,465
|
|
|
(29,994
|
)
|
|
287,849
|
|
|
(25,073
|
)
|
||||
RMBS – Agency
|
151,135
|
|
|
(1,128
|
)
|
|
327,657
|
|
|
(3,963
|
)
|
||||
RMBS – Non-Agency
|
35,930
|
|
|
(1,867
|
)
|
|
175,881
|
|
|
(18,980
|
)
|
||||
CMBS
|
31,661
|
|
|
(255
|
)
|
|
55,310
|
|
|
(2,470
|
)
|
||||
CDOs
|
12,368
|
|
|
(509
|
)
|
|
9,359
|
|
|
(3,609
|
)
|
||||
Other asset-backed securities
|
282,395
|
|
|
(2,113
|
)
|
|
60,638
|
|
|
(8,791
|
)
|
||||
U.S. States and political subdivisions of the States
|
91,846
|
|
|
(379
|
)
|
|
15,528
|
|
|
(414
|
)
|
||||
Non-U.S. Governments
|
965,976
|
|
|
(22,116
|
)
|
|
370,747
|
|
|
(35,912
|
)
|
||||
Total fixed maturities and short-term investments - AFS
|
$
|
3,555,794
|
|
|
$
|
(81,512
|
)
|
|
$
|
1,540,883
|
|
|
$
|
(111,526
|
)
|
Total equity securities
|
$
|
365,368
|
|
|
$
|
(46,653
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Less than 12 months
|
|
Equal to or greater
than 12 months
|
||||||||||||
December 31, 2015
(U.S. dollars in thousands) |
Fair
Value
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
|
Gross
Unrealized
Losses
|
||||||||
Fixed maturities and short-term investments - AFS
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. Government
|
$
|
3,762,869
|
|
|
$
|
(29,339
|
)
|
|
$
|
89,113
|
|
|
$
|
(5,044
|
)
|
Corporate – Financials
|
1,641,021
|
|
|
(13,280
|
)
|
|
102,022
|
|
|
(10,192
|
)
|
||||
Corporate – Non Financials
|
3,275,270
|
|
|
(73,069
|
)
|
|
227,527
|
|
|
(24,706
|
)
|
||||
RMBS – Agency
|
1,065,055
|
|
|
(10,046
|
)
|
|
221,211
|
|
|
(7,515
|
)
|
||||
RMBS – Non-Agency
|
19,614
|
|
|
(1,104
|
)
|
|
180,146
|
|
|
(15,876
|
)
|
||||
CMBS
|
118,605
|
|
|
(1,561
|
)
|
|
78,651
|
|
|
(2,769
|
)
|
||||
CDOs
|
12,311
|
|
|
(516
|
)
|
|
20,096
|
|
|
(8,757
|
)
|
||||
Other asset-backed securities
|
572,671
|
|
|
(5,252
|
)
|
|
57,563
|
|
|
(8,268
|
)
|
||||
U.S. States and political subdivisions of the States
|
565,055
|
|
|
(6,609
|
)
|
|
12,259
|
|
|
(765
|
)
|
||||
Non-U.S. Governments
|
1,921,286
|
|
|
(53,440
|
)
|
|
474,929
|
|
|
(46,714
|
)
|
||||
Total fixed maturities and short-term investments - AFS
|
$
|
12,953,757
|
|
|
$
|
(194,216
|
)
|
|
$
|
1,463,517
|
|
|
$
|
(130,606
|
)
|
Total equity securities
|
$
|
356,742
|
|
|
$
|
(45,153
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Net Realized Gains (Losses) on Investments
|
Three months ended March 31,
|
||||||
(U.S. dollars in thousands)
|
2016
|
|
2015
|
||||
Net realized gains (losses) on investments - excluding Life Funds Withheld Assets:
|
|
|
|
||||
Gross realized gains
|
$
|
61,227
|
|
|
$
|
62,300
|
|
Gross realized losses on investments sold
|
(50,063
|
)
|
|
(47,122
|
)
|
||
OTTI on investments, net of amounts transferred to other comprehensive income
|
(19,580
|
)
|
|
(10,576
|
)
|
||
|
$
|
(8,416
|
)
|
|
$
|
4,602
|
|
Net realized gains (losses) on investments and net unrealized gains (losses) on investments, Trading - Life Funds Withheld Assets:
|
|
|
|
||||
Gross realized gains
|
$
|
62,850
|
|
|
$
|
53,128
|
|
Gross realized losses on investments sold
|
(28,434
|
)
|
|
(390
|
)
|
||
OTTI on investments, net of amounts transferred to other comprehensive income
|
(2,346
|
)
|
|
(5,209
|
)
|
||
Net unrealized gains (losses) on trading securities
|
$
|
69,096
|
|
|
$
|
760
|
|
|
$
|
101,166
|
|
|
$
|
48,289
|
|
Total net realized gains (losses) on investments
|
$
|
92,750
|
|
|
$
|
52,891
|
|
▪
|
$9.8 million
related to certain high yield securities where we determined that the likely recovery on these securities was below the carrying value.
|
▪
|
$7.0 million
related to certain equities that were in a loss position for more than 11 months or impaired by more than 50% of their amortized cost.
|
▪
|
$0.6 million
for structured securities, where we determined that the likely recovery on these securities was below the carrying value and, accordingly, recorded an impairment of the securities to the discounted value of the cash flows expected to be received on these securities.
|
▪
|
$0.3 million
related to certain U.S. Municipal securities that we no longer intend to hold for a period sufficient to recover their fair value to amortized cost.
|
▪
|
$1.9 million
related to foreign exchange losses.
|
Credit Loss Impairments
|
Three months ended March 31,
|
||||||
(U.S. dollars in thousands)
|
2016
|
|
2015
|
||||
Opening balance as of beginning of indicated period
|
$
|
73,469
|
|
|
$
|
131,942
|
|
Credit loss impairment recognized in the current period on securities not previously impaired
|
10,567
|
|
|
7,560
|
|
||
Credit loss impairments previously recognized on securities that matured, paid down, prepaid or were sold during the period
|
(4,877
|
)
|
|
(28,539
|
)
|
||
Additional credit loss impairments recognized in the current period on securities previously impaired
|
230
|
|
|
141
|
|
||
Accretion of credit loss impairments previously recognized due to an increase in cash flows expected to be collected
|
(2,410
|
)
|
|
(2,646
|
)
|
||
Balance as of March 31,
|
$
|
76,979
|
|
|
$
|
108,458
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||||||||||||||||||||||||||
(U.S. dollars in thousands)
|
Asset
Derivative
Notional
Amount
|
|
Asset
Derivative
Fair Value
(1)
|
|
Liability
Derivative
Notional
Amount
|
|
Liability
Derivative
Fair Value
(1)
|
|
Asset
Derivative
Notional
Amount
|
|
Asset
Derivative
Fair Value
(1)
|
|
Liability
Derivative
Notional
Amount
|
|
Liability
Derivative
Fair Value
(1)
|
||||||||||||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange contracts
|
$
|
1,216,823
|
|
|
$
|
50,707
|
|
|
$
|
1,001,752
|
|
|
$
|
54,387
|
|
|
$
|
1,667,585
|
|
|
$
|
64,289
|
|
|
$
|
674,976
|
|
|
$
|
11,941
|
|
Total derivatives designated as hedging instruments
|
$
|
1,216,823
|
|
|
$
|
50,707
|
|
|
$
|
1,001,752
|
|
|
$
|
54,387
|
|
|
$
|
1,667,585
|
|
|
$
|
64,289
|
|
|
$
|
674,976
|
|
|
$
|
11,941
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Investment Related Derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange exposure
|
199,007
|
|
|
2,501
|
|
|
46,628
|
|
|
534
|
|
|
102,234
|
|
|
2,888
|
|
|
144,707
|
|
|
1,702
|
|
||||||||
Credit exposure
|
5,000
|
|
|
414
|
|
|
70,682
|
|
|
11,869
|
|
|
8,433
|
|
|
652
|
|
|
71,614
|
|
|
12,067
|
|
||||||||
Financial market exposure
|
5
|
|
|
4
|
|
|
28,480
|
|
|
1,384
|
|
|
37
|
|
|
77
|
|
|
26,500
|
|
|
417
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||||||||||||||||||||||||||
(U.S. dollars in thousands)
|
Asset
Derivative
Notional
Amount
|
|
Asset
Derivative
Fair Value
(1)
|
|
Liability
Derivative
Notional
Amount
|
|
Liability
Derivative
Fair Value
(1)
|
|
Asset
Derivative
Notional
Amount
|
|
Asset
Derivative
Fair Value
(1)
|
|
Liability
Derivative
Notional
Amount
|
|
Liability
Derivative
Fair Value
(1)
|
||||||||||||||||
Other Non-Investment Derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Foreign exchange contracts
|
188,400
|
|
|
2,492
|
|
|
—
|
|
|
—
|
|
|
194,566
|
|
|
2,009
|
|
|
—
|
|
|
—
|
|
||||||||
Credit exposure
|
—
|
|
|
—
|
|
|
30,090
|
|
|
28
|
|
|
29,874
|
|
|
31
|
|
|
—
|
|
|
—
|
|
||||||||
Guaranteed minimum income benefit contract
|
49,562
|
|
|
20,486
|
|
|
49,562
|
|
|
20,486
|
|
|
46,032
|
|
|
19,368
|
|
|
46,032
|
|
|
19,368
|
|
||||||||
Modified coinsurance funds withheld contracts (2)
|
58,719
|
|
|
—
|
|
|
4,556,696
|
|
|
—
|
|
|
60,667
|
|
|
—
|
|
|
4,620,879
|
|
|
—
|
|
||||||||
Total derivatives not designated as hedging instruments
|
$
|
500,693
|
|
|
$
|
25,897
|
|
|
$
|
4,782,138
|
|
|
$
|
34,301
|
|
|
$
|
441,843
|
|
|
$
|
25,025
|
|
|
$
|
4,909,732
|
|
|
$
|
33,554
|
|
Total derivatives
|
|
|
$
|
76,604
|
|
|
|
|
$
|
88,688
|
|
|
|
|
$
|
89,314
|
|
|
|
|
$
|
45,495
|
|
||||||||
Counterparty netting
|
|
|
(37,870
|
)
|
|
|
|
(37,870
|
)
|
|
|
|
(3,087
|
)
|
|
|
|
(3,087
|
)
|
||||||||||||
Total derivatives net of counterparty netting (1)
|
|
|
38,734
|
|
|
|
|
50,818
|
|
|
|
|
86,227
|
|
|
|
|
42,408
|
|
||||||||||||
Cash collateral held/paid (3)
|
|
|
(5,520
|
)
|
|
|
|
(4,230
|
)
|
|
|
|
(30,958
|
)
|
|
|
|
—
|
|
||||||||||||
Total derivatives as recorded in the balance sheets
|
|
|
$
|
33,214
|
|
|
|
|
$
|
46,588
|
|
|
|
|
$
|
55,269
|
|
|
|
|
$
|
42,408
|
|
(1)
|
Derivative instruments in an asset or liability position are included within Other assets or Other liabilities, respectively, in the balance sheets on a net basis where the Company has both a legal right of offset and the intention to settle the contracts on a net basis. The Company often enters into different types of derivative contracts with a single counterparty and these contracts are covered under netting agreements.
|
(2)
|
The fair value movements in derivative assets and liabilities relating to modified coinsurance funds withheld contracts are included within the associated asset or liability at each period end on the face of the balance sheets. Notional amounts associated with reinsurance agreements under which the Company assumes reinsurance risk are recorded as asset derivative notional amounts. Notional amounts associated with the GreyCastle Life Retro Arrangements under which the Company cedes reinsurance risk are recorded as liability derivative notional amounts. Included in the liability derivative notional amount as of
March 31, 2016
is the cumulative net realized and unrealized loss on life retrocession embedded derivative of
$681.8 million
.
|
(3)
|
As of
March 31, 2016
, the Company held cash collateral related to foreign currency derivative positions and certain other derivative positions of
$5.5 million
for derivatives in an asset position and paid cash collateral of
$4.2 million
for derivatives in a liability position. As of
December 31, 2015
, the Company held cash collateral related to foreign currency derivative position and certain other derivative positions of
$31.0 million
for derivatives in an asset position and paid cash collateral of
nil
for derivatives in a liability position. The assets and liabilities related to the net collateral paid or held were recorded as Other assets and Other liabilities within the unaudited consolidated balance sheets as the collateral and derivative positions are not intended to be settled on a net basis.
|
Settlement of Fair Value Hedges - Summary
|
Fair Value Hedges -
Deposit Liabilities
March 31, |
||||||
(U.S. dollars in thousands)
|
2016
|
|
2015
|
||||
Cumulative reduction to interest expense
|
$
|
106,056
|
|
|
$
|
97,705
|
|
Remaining balance
|
127,139
|
|
|
135,490
|
|
||
Weighted average years remaining to maturity
|
21.2
|
|
|
22.2
|
|
Derivative Instruments Designated as Hedges of the
Net Investment in a Foreign Operation - Summary
|
Three months ended March 31,
|
||||||
(U.S. dollars in thousands)
|
2016
|
|
2015
|
||||
Weighted average of U.S. dollar equivalent of foreign denominated net assets
|
$
|
2,234,748
|
|
|
$
|
628,941
|
|
Derivative gains (losses) (1)
|
(11,515
|
)
|
|
66,770
|
|
(1)
|
Derivative gains (losses) from derivative instruments designated as hedges of the net investment in a foreign operation are recorded in the cumulative translation adjustment account within AOCI for each period.
|
Net Realized and Unrealized Gains (Losses) on Derivative Instruments
|
Three months ended March 31,
|
||||||
(U.S. dollars in thousands)
|
2016
|
|
2015
|
||||
Investment Related Derivatives:
|
|
|
|
|
|
||
Interest rate exposure
|
$
|
781
|
|
|
$
|
9,637
|
|
Foreign exchange exposure
|
(670
|
)
|
|
(1,362
|
)
|
||
Credit exposure
|
(163
|
)
|
|
82
|
|
||
Financial market exposure
|
(1,010
|
)
|
|
3,041
|
|
||
Other Non-Investment Derivatives:
|
|
|
|
|
|||
Foreign exchange contracts
|
(1,181
|
)
|
|
2,059
|
|
||
Credit exposure
|
(303
|
)
|
|
1,346
|
|
||
Modified coinsurance funds withheld contract
|
(1,076
|
)
|
|
1,718
|
|
||
Net realized and unrealized gains (losses) on derivative instruments
|
$
|
(3,622
|
)
|
|
$
|
16,521
|
|
|
|
|
|
||||
Net realized and unrealized gains (losses) on life retrocession embedded derivative and derivative instruments - Life Funds Withheld Assets
|
$
|
(236,080
|
)
|
|
$
|
(229,367
|
)
|
Impact of GreyCastle Life Retro Arrangements
|
Three months ended March 31,
|
||||||
(U.S. dollars in thousands)
|
2016
|
|
2015
|
||||
Underwriting profit (loss) (1)
|
$
|
—
|
|
|
$
|
603
|
|
Net investment income - Life Funds Withheld Assets
|
41,560
|
|
|
50,419
|
|
||
Net realized gains (losses) on investments sold - Life Funds Withheld Assets
|
34,416
|
|
|
52,738
|
|
||
Net unrealized gains (losses) on investments, Trading - Life Funds Withheld Assets
|
69,096
|
|
|
760
|
|
||
OTTI on investments - Life Funds Withheld Assets
|
(2,346
|
)
|
|
(5,209
|
)
|
||
Exchange gains (losses)
|
11,119
|
|
|
3,684
|
|
||
Other income and expenses
|
(146
|
)
|
|
(1,298
|
)
|
||
Net realized and unrealized gains (losses) on life retrocession embedded derivative and derivative instruments - Life Funds Withheld Assets
|
(236,080
|
)
|
|
(229,367
|
)
|
||
Net income (loss)
|
$
|
(82,381
|
)
|
|
$
|
(127,670
|
)
|
Change in net unrealized gains (losses) on investments - Life Funds Withheld Assets, net of tax
|
51,990
|
|
|
37,115
|
|
||
Change in adjustments related to future policy benefit reserves, net of tax
|
17,035
|
|
|
60,356
|
|
||
Change in cumulative translation adjustment - Life Funds Withheld Assets, net of tax
|
13,356
|
|
|
30,802
|
|
||
Total changes to other comprehensive income as a result of GreyCastle Life Retro Arrangements
|
$
|
82,381
|
|
|
$
|
128,273
|
|
Comprehensive income (loss)
|
$
|
—
|
|
|
$
|
603
|
|
(1)
|
The underwriting profit of
$0.6 million
relates to a premium adjustment during the three months ended March 31, 2015 relating to the GreyCastle Life Retro Arrangements transaction. Excluding this transaction, the impact to comprehensive income relating to the GreyCastle Life Retro Arrangements was
nil
for the three months ended March 31, 2015.
|
Components of Life Retrocession Embedded Derivative and Derivative Instruments - Life Funds Withheld Assets:
|
Three months ended March 31,
|
||||||
(U.S. dollars in thousands)
|
2016
|
|
2015
|
||||
Interest income - Life Funds Withheld Assets
|
$
|
(43,110
|
)
|
|
$
|
(50,996
|
)
|
Realized and unrealized gains (losses) - Life Funds Withheld Assets
|
(174,932
|
)
|
|
(152,830
|
)
|
||
Other
|
146
|
|
|
96
|
|
||
Net realized and unrealized gains (losses) on life retrocession embedded derivative
|
$
|
(217,896
|
)
|
|
$
|
(203,730
|
)
|
Net adjustments related to future policy benefit reserves, net of tax
|
(22,053
|
)
|
|
(11,954
|
)
|
||
Net realized and unrealized gains (losses) on derivative instruments - Life Funds Withheld Assets
|
3,869
|
|
|
(13,683
|
)
|
||
Net realized and unrealized gains (losses) on life retrocession embedded derivative and derivative instruments - Life Funds Withheld Assets
|
$
|
(236,080
|
)
|
|
$
|
(229,367
|
)
|
Contingent Credit Features - Summary:
(U.S. dollars in thousands)
|
March 31, 2016
|
|
December 31, 2015
|
||||
Aggregate fair value of derivative agreements with downgrade provisions in a net liability position
|
$
|
19,038
|
|
|
$
|
5,827
|
|
Collateral posted to counterparty
|
$
|
600
|
|
|
$
|
—
|
|
(U.S. dollars in thousands)
|
Goodwill
|
|
Intangible
assets with an indefinite life |
|
Intangible
assets with a definite life |
|
Total
|
||||||||
Balance at December 31, 2015
|
$
|
1,213,630
|
|
|
$
|
682,859
|
|
|
$
|
313,777
|
|
|
$
|
2,210,266
|
|
Additions
|
13,946
|
|
|
8,000
|
|
|
6,000
|
|
|
27,946
|
|
||||
Amortization
|
—
|
|
|
—
|
|
|
(5,588
|
)
|
|
(5,588
|
)
|
||||
Foreign Currency Translation
|
1,496
|
|
|
1,701
|
|
|
(2,224
|
)
|
|
973
|
|
||||
Balance at March 31, 2016
|
$
|
1,229,072
|
|
|
$
|
692,560
|
|
|
$
|
311,965
|
|
|
$
|
2,233,597
|
|
Dividend yield
|
2.00
|
%
|
Risk free interest rate
|
1.37
|
%
|
Volatility
|
21.7
|
%
|
Expected lives
|
6.0 years
|
|
(U.S. dollars in thousands)
|
March 31, 2016
|
|
December 31, 2015
|
||||||||||||
Commitment/
Debt (1)
|
|
In Use/
Outstanding (2)
|
|
Commitment/
Debt (1)
|
|
In Use/
Outstanding (2)
|
|||||||||
Debt:
|
|
|
|
|
|
|
|
||||||||
2.30% Senior Notes due 2018
|
$
|
300,000
|
|
|
$
|
298,183
|
|
|
$
|
300,000
|
|
|
$
|
298,015
|
|
5.75% Senior Notes due 2021
|
400,000
|
|
|
397,630
|
|
|
400,000
|
|
|
397,523
|
|
||||
6.375% Senior Notes due 2024
|
350,000
|
|
|
349,057
|
|
|
350,000
|
|
|
349,029
|
|
||||
4.45% Subordinated Notes due 2025
|
500,000
|
|
|
492,723
|
|
|
500,000
|
|
|
492,521
|
|
||||
6.25% Senior Notes due 2027
|
325,000
|
|
|
323,257
|
|
|
325,000
|
|
|
323,218
|
|
||||
Trust Preferred Securities, face amount $8m, due 2035
|
8,248
|
|
|
8,248
|
|
|
—
|
|
|
—
|
|
||||
5.25% Senior Notes due 2043
|
300,000
|
|
|
296,328
|
|
|
300,000
|
|
|
296,294
|
|
||||
5.5% Subordinated Notes due 2045
|
500,000
|
|
|
488,469
|
|
|
500,000
|
|
|
488,370
|
|
||||
Total debt carrying value
|
$
|
2,683,248
|
|
|
$
|
2,653,895
|
|
|
$
|
2,675,000
|
|
|
$
|
2,644,970
|
|
(1)
|
Excluded from the table are certain credit facilities under which the Company is permitted to utilize up to
$1.4 billion
at
March 31, 2016
and
December 31, 2015
, respectively, for revolving loans to support general operating and financing needs. However, at
March 31, 2016
and
December 31, 2015
,
$526.5 million
and
$527.1 million
, respectively, were utilized under these facilities to issue letters of credit, leaving
$823.5 million
and $
822.9 million
, respectively, available to support other operating and financing needs.
|
Letter of Credit Summary:
(U.S. dollars in thousands except percentages)
|
March 31, 2016 (1)
|
|
December 31, 2015 (1)
|
||||
Available letter of credit facilities - commitments
|
$
|
4,503,617
|
|
|
$
|
4,463,041
|
|
Available letter of credit facilities - in use (2)
|
$
|
2,548,085
|
|
|
$
|
2,515,653
|
|
Collateralized by certain assets of the Company’s investment portfolio
|
51.3
|
%
|
|
50.9
|
%
|
(1)
|
As of
March 31, 2016
and
December 31, 2015
, there were
fifteen
available credit facilities
|
(2)
|
As of
March 31, 2016
and
December 31, 2015
the stated portion of allowable credit facilities permitted to be utilized for revolving loans was
$1.4 billion
. However, as of
March 31, 2016
and
December 31, 2015
,
$526.5 million
and
$527.1 million
, respectively, of such facilities' limits were utilized to issue letters of credit, leaving
$823.5 million
and $
822.9 million
, respectively, available either to issue additional letters of credit or to support other operating or financing needs under these particular facilities.
|
(U.S. dollars in thousands)
|
Three months ended March 31,
|
||||||
2016
|
|
2015
|
|||||
Reported net premiums
|
$
|
24,016
|
|
|
$
|
27,076
|
|
Reported net losses
|
$
|
12,060
|
|
|
$
|
9,100
|
|
Reported net acquisition costs
|
$
|
11,604
|
|
|
$
|
9,012
|
|
Three months ended March 31, 2016
(U.S. dollars in thousands)
|
Unrealized Gains (Losses) on Investments (1)
|
|
OTTI Losses Recognized in AOCI
|
|
Foreign Currency Translation Adjustments
|
|
Underfunded Pension Liability
|
|
Cash Flow Hedge
|
|
Total
|
||||||||||||
Balance, beginning of period, net of tax
|
$
|
803,094
|
|
|
$
|
(57,502
|
)
|
|
$
|
(36,503
|
)
|
|
$
|
(24,641
|
)
|
|
$
|
2,168
|
|
|
$
|
686,616
|
|
OCI before reclassifications
|
575,022
|
|
|
—
|
|
|
(15,416
|
)
|
|
(1,049
|
)
|
|
—
|
|
|
558,557
|
|
||||||
Amounts reclassified from AOCI
|
(117,114
|
)
|
|
2,311
|
|
|
—
|
|
|
—
|
|
|
(39
|
)
|
|
(114,842
|
)
|
||||||
Tax benefit (expense)
|
(34,707
|
)
|
|
(44
|
)
|
|
(1,023
|
)
|
|
—
|
|
|
—
|
|
|
(35,774
|
)
|
||||||
Net current period OCI - net of tax
|
423,201
|
|
|
2,267
|
|
|
(16,439
|
)
|
|
(1,049
|
)
|
|
(39
|
)
|
|
407,941
|
|
||||||
Balance, end of period, net of tax
|
$
|
1,226,295
|
|
|
$
|
(55,235
|
)
|
|
$
|
(52,942
|
)
|
|
$
|
(25,690
|
)
|
|
$
|
2,129
|
|
|
$
|
1,094,557
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Three months ended March 31, 2015
(U.S. dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance, beginning of period, net of tax
|
$
|
1,590,114
|
|
|
$
|
(76,047
|
)
|
|
$
|
(11,188
|
)
|
|
$
|
(20,789
|
)
|
|
$
|
2,368
|
|
|
$
|
1,484,458
|
|
OCI before reclassifications
|
254,267
|
|
|
—
|
|
|
32,404
|
|
|
975
|
|
|
—
|
|
|
287,646
|
|
||||||
Amounts reclassified from AOCI
|
(74,781
|
)
|
|
9,936
|
|
|
—
|
|
|
—
|
|
|
95
|
|
|
(64,750
|
)
|
||||||
Tax benefit (expense)
|
(5,805
|
)
|
|
(78
|
)
|
|
3,699
|
|
|
—
|
|
|
—
|
|
|
(2,184
|
)
|
||||||
Net current period OCI - net of tax
|
173,681
|
|
|
9,858
|
|
|
36,103
|
|
|
975
|
|
|
95
|
|
|
220,712
|
|
||||||
Balance, end of period, net of tax
|
$
|
1,763,795
|
|
|
$
|
(66,189
|
)
|
|
$
|
24,915
|
|
|
$
|
(19,814
|
)
|
|
$
|
2,463
|
|
|
$
|
1,705,170
|
|
(1)
|
For certain annuity contracts that are subject to the GreyCastle Life Retro Arrangements, policy benefit reserves were historically increased for the impact of changes in unrealized gains on investments supporting such contracts as if the gains had been realized, with a corresponding entry to other comprehensive income ("Shadow Adjustments"). As of December 31, 2015, the cumulative impact of the Shadow Adjustments was
$274.4 million
. During the
three months ended March 31, 2016
, net movements of
$(17.0) million
were recorded, resulting in a total cumulative net impact of Shadow Adjustments on future policy benefit reserves of
$257.4 million
as of
March 31, 2016
.
|
Gross Amount Reclassified From AOCI
|
|||||||||
Details About AOCI Components
(U.S. dollars in thousands)
|
Three months ended March 31, 2016
|
|
Three months ended March 31, 2015
|
|
Affected Line Item in the Statement of Income
|
||||
Unrealized gains and losses on investments:
|
|
|
|
|
|
||||
|
$
|
(116,988
|
)
|
|
$
|
(78,551
|
)
|
|
Net realized gains (losses) on investments sold and net unrealized gains (losses) on investments Trading
|
|
21,928
|
|
|
15,724
|
|
|
OTTI on investments
|
||
|
$
|
(22,054
|
)
|
|
$
|
(11,954
|
)
|
|
Net realized and unrealized gains (losses) on life retrocession embedded derivative and derivative instruments - Life Funds Withheld Assets
|
|
$
|
(117,114
|
)
|
|
$
|
(74,781
|
)
|
|
Total before tax
|
|
1,577
|
|
|
87
|
|
|
Provision (benefit) for income tax
|
||
|
$
|
(115,537
|
)
|
|
$
|
(74,694
|
)
|
|
Net of tax
|
OTTI losses recognized in OCI:
|
|
|
|
|
|
||||
|
$
|
2,313
|
|
|
$
|
9,875
|
|
|
Net realized gains (losses) on investments sold
|
|
(2
|
)
|
|
61
|
|
|
OTTI on investments transferred to (from) OCI
|
||
|
$
|
2,311
|
|
|
$
|
9,936
|
|
|
Total before tax
|
|
(44
|
)
|
|
(3
|
)
|
|
Provision (benefit) for income tax
|
||
|
$
|
2,267
|
|
|
$
|
9,933
|
|
|
Net of tax
|
Gains and losses on cash flow hedges:
|
|
|
|
|
|
||||
Interest rate contracts
|
$
|
(39
|
)
|
|
$
|
95
|
|
|
Interest Expense
|
|
—
|
|
|
—
|
|
|
Provision (benefit) for income tax
|
||
|
$
|
(39
|
)
|
|
$
|
95
|
|
|
Net of tax
|
|
|
|
|
|
|
||||
Total reclassifications for the period, gross of tax
|
$
|
(114,842
|
)
|
|
$
|
(64,750
|
)
|
|
|
Tax benefit (expense)
|
1,533
|
|
|
84
|
|
|
|
||
Total reclassifications for the period, net of tax
|
$
|
(113,309
|
)
|
|
$
|
(64,666
|
)
|
|
|
|
Three Months Ended March 31, 2016
|
||||||||||||||||||
Condensed Consolidating Statement of Income and Comprehensive Income
(U.S. dollars in thousands, except per share data)
|
XL- Ireland
|
|
XL-Cayman
|
|
Other XL-Ireland Subsidiaries
|
|
Consolidating Adjustments and Eliminations
|
|
XL-Ireland Consolidated
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net premiums earned
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,354,610
|
|
|
$
|
—
|
|
|
$
|
2,354,610
|
|
Total net investment income
|
113
|
|
|
1,785
|
|
|
203,307
|
|
|
681
|
|
|
205,886
|
|
|||||
Total net realized gains (losses) on investments
|
—
|
|
|
277
|
|
|
90,940
|
|
|
1,533
|
|
|
92,750
|
|
|||||
Net realized and unrealized gains (losses) on derivative instruments
|
—
|
|
|
—
|
|
|
(3,622
|
)
|
|
—
|
|
|
(3,622
|
)
|
|||||
Net realized and unrealized gains (losses) on life retrocession embedded derivative and derivative instruments - Life Funds Withheld Assets
|
—
|
|
|
—
|
|
|
(236,080
|
)
|
|
—
|
|
|
(236,080
|
)
|
|||||
Income (loss) from investment fund affiliates
|
—
|
|
|
—
|
|
|
(4,579
|
)
|
|
—
|
|
|
(4,579
|
)
|
|||||
Fee income and other
|
—
|
|
|
—
|
|
|
8,262
|
|
|
—
|
|
|
8,262
|
|
|||||
Total revenues
|
$
|
113
|
|
|
$
|
2,062
|
|
|
$
|
2,412,838
|
|
|
$
|
2,214
|
|
|
$
|
2,417,227
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net losses and loss expenses incurred
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,382,485
|
|
|
$
|
—
|
|
|
$
|
1,382,485
|
|
Claims and policy benefits
|
—
|
|
|
—
|
|
|
4,937
|
|
|
—
|
|
|
4,937
|
|
|||||
Acquisition costs
|
—
|
|
|
—
|
|
|
403,267
|
|
|
—
|
|
|
403,267
|
|
|||||
Operating expenses
|
3,274
|
|
|
1,495
|
|
|
510,612
|
|
|
—
|
|
|
515,381
|
|
|||||
Exchange (gains) losses
|
17
|
|
|
(36
|
)
|
|
(33,800
|
)
|
|
—
|
|
|
(33,819
|
)
|
|||||
Interest expense
|
(6
|
)
|
|
35,169
|
|
|
17,140
|
|
|
—
|
|
|
52,303
|
|
|||||
Total expenses
|
$
|
3,285
|
|
|
$
|
36,628
|
|
|
$
|
2,284,641
|
|
|
$
|
—
|
|
|
$
|
2,324,554
|
|
Income (loss) before income tax and income (loss) from operating affiliates
|
$
|
(3,172
|
)
|
|
$
|
(34,566
|
)
|
|
$
|
128,197
|
|
|
$
|
2,214
|
|
|
$
|
92,673
|
|
Income (loss) from operating affiliates
|
—
|
|
|
—
|
|
|
12,650
|
|
|
—
|
|
|
12,650
|
|
|||||
Equity in net earnings (losses) of subsidiaries
|
24,437
|
|
|
94,780
|
|
|
—
|
|
|
(119,217
|
)
|
|
—
|
|
|||||
Provision (benefit) for income tax
|
(620
|
)
|
|
—
|
|
|
22,915
|
|
|
—
|
|
|
22,295
|
|
|||||
Net income (loss)
|
$
|
21,885
|
|
|
$
|
60,214
|
|
|
$
|
117,932
|
|
|
$
|
(117,003
|
)
|
|
$
|
83,028
|
|
Non-controlling interests
|
—
|
|
|
35,777
|
|
|
25,366
|
|
|
—
|
|
|
61,143
|
|
|||||
Net income (loss) attributable to ordinary shareholders
|
$
|
21,885
|
|
|
$
|
24,437
|
|
|
$
|
92,566
|
|
|
$
|
(117,003
|
)
|
|
$
|
21,885
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Comprehensive income (loss)
|
$
|
429,826
|
|
|
$
|
432,378
|
|
|
$
|
500,507
|
|
|
$
|
(932,885
|
)
|
|
$
|
429,826
|
|
|
Three Months Ended March 31, 2015
|
||||||||||||||||||
Condensed Consolidating Statement of Income and Comprehensive Income
(U.S. dollars in thousands, except per share data)
|
XL- Ireland
|
|
XL-Cayman
|
|
Other XL-Ireland Subsidiaries
|
|
Consolidating Adjustments and Eliminations
|
|
XL-Ireland Consolidated
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net premiums earned
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,334,000
|
|
|
$
|
—
|
|
|
$
|
1,334,000
|
|
Total net investment income
|
80
|
|
|
3,032
|
|
|
203,619
|
|
|
1,782
|
|
|
208,513
|
|
|||||
Total net realized gains (losses) on investments
|
—
|
|
|
1,269
|
|
|
52,837
|
|
|
(1,215
|
)
|
|
52,891
|
|
|||||
Net realized and unrealized gains (losses) on derivative instruments
|
—
|
|
|
(63,700
|
)
|
|
80,221
|
|
|
—
|
|
|
16,521
|
|
|||||
Net realized and unrealized gains (losses) on life retrocession embedded derivative and derivative instruments - Life Funds Withheld Assets
|
—
|
|
|
—
|
|
|
(229,367
|
)
|
|
—
|
|
|
(229,367
|
)
|
|||||
Income (loss) from investment fund affiliates
|
—
|
|
|
—
|
|
|
35,329
|
|
|
—
|
|
|
35,329
|
|
|||||
Fee income and other
|
—
|
|
|
—
|
|
|
4,728
|
|
|
—
|
|
|
4,728
|
|
|||||
Total revenues
|
$
|
80
|
|
|
$
|
(59,399
|
)
|
|
$
|
1,481,367
|
|
|
$
|
567
|
|
|
$
|
1,422,615
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net losses and loss expenses incurred
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
769,827
|
|
|
$
|
—
|
|
|
$
|
769,827
|
|
Claims and policy benefits
|
—
|
|
|
—
|
|
|
19,387
|
|
|
—
|
|
|
19,387
|
|
|||||
Acquisition costs
|
—
|
|
|
—
|
|
|
153,696
|
|
|
—
|
|
|
153,696
|
|
|||||
Operating expenses
|
2,762
|
|
|
3,000
|
|
|
319,894
|
|
|
—
|
|
|
325,656
|
|
|||||
Exchange (gains) losses
|
(262
|
)
|
|
33
|
|
|
27,619
|
|
|
—
|
|
|
27,390
|
|
|||||
Interest expense
|
—
|
|
|
37,773
|
|
|
13,665
|
|
|
—
|
|
|
51,438
|
|
|||||
Total expenses
|
$
|
2,500
|
|
|
$
|
40,806
|
|
|
$
|
1,304,088
|
|
|
$
|
—
|
|
|
$
|
1,347,394
|
|
Income (loss) before income tax and income (loss) from operating affiliates
|
$
|
(2,420
|
)
|
|
$
|
(100,205
|
)
|
|
$
|
177,279
|
|
|
$
|
567
|
|
|
$
|
75,221
|
|
Income (loss) from operating affiliates
|
—
|
|
|
—
|
|
|
22,668
|
|
|
—
|
|
|
22,668
|
|
|||||
Equity in net earnings (losses) of subsidiaries
|
38,485
|
|
|
174,426
|
|
|
—
|
|
|
(212,911
|
)
|
|
—
|
|
|||||
Provision (benefit) for income tax
|
(216
|
)
|
|
245
|
|
|
24,189
|
|
|
—
|
|
|
24,218
|
|
|||||
Net income (loss)
|
$
|
36,281
|
|
|
$
|
73,976
|
|
|
$
|
175,758
|
|
|
$
|
(212,344
|
)
|
|
$
|
73,671
|
|
Non-controlling interests
|
—
|
|
|
35,491
|
|
|
1,899
|
|
|
—
|
|
|
37,390
|
|
|||||
Net income (loss) attributable to ordinary shareholders
|
$
|
36,281
|
|
|
$
|
38,485
|
|
|
$
|
173,859
|
|
|
$
|
(212,344
|
)
|
|
$
|
36,281
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Comprehensive income (loss)
|
$
|
256,993
|
|
|
$
|
259,197
|
|
|
$
|
394,571
|
|
|
$
|
(653,768
|
)
|
|
$
|
256,993
|
|
|
Three Months Ended March 31, 2016
|
||||||||||||||||||
Condensed Consolidating Statement of Cash Flows
(U.S. dollars in thousands)
|
XL- Ireland
|
|
XL-Cayman
|
|
Other XL-Ireland Subsidiaries
|
|
Consolidating Adjustments and Eliminations
|
|
XL-Ireland Consolidated
|
||||||||||
Cash flows provided by (used in) operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
410,395
|
|
|
$
|
(48,205
|
)
|
|
$
|
(533,303
|
)
|
|
$
|
—
|
|
|
$
|
(171,113
|
)
|
Cash flows provided by (used in) investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from sale of fixed maturities and short-term investments
|
$
|
—
|
|
|
$
|
132,687
|
|
|
$
|
3,815,844
|
|
|
$
|
(176,454
|
)
|
|
$
|
3,772,077
|
|
Proceeds from redemption of fixed maturities and short-term investments
|
—
|
|
|
26,181
|
|
|
923,040
|
|
|
—
|
|
|
949,221
|
|
|||||
Proceeds from sale of equity securities
|
—
|
|
|
—
|
|
|
62,895
|
|
|
—
|
|
|
62,895
|
|
|||||
Purchases of fixed maturities and short-term investments
|
—
|
|
|
(190,119
|
)
|
|
(4,312,014
|
)
|
|
176,454
|
|
|
(4,325,679
|
)
|
|||||
Purchases of equity securities
|
—
|
|
|
—
|
|
|
(55,411
|
)
|
|
—
|
|
|
(55,411
|
)
|
|||||
Proceeds from sale of affiliates
|
—
|
|
|
—
|
|
|
41,538
|
|
|
—
|
|
|
41,538
|
|
|||||
Purchases of affiliates
|
—
|
|
|
—
|
|
|
(247,049
|
)
|
|
—
|
|
|
(247,049
|
)
|
|||||
Purchase of Allied International Holdings, Inc., net of cash acquired
|
—
|
|
|
—
|
|
|
(69,745
|
)
|
|
—
|
|
|
(69,745
|
)
|
|||||
Change in restricted cash
|
—
|
|
|
—
|
|
|
(6,027
|
)
|
|
—
|
|
|
(6,027
|
)
|
|||||
Other, net
|
—
|
|
|
—
|
|
|
82,141
|
|
|
—
|
|
|
82,141
|
|
|||||
Net cash provided by (used in) investing activities
|
$
|
—
|
|
|
$
|
(31,251
|
)
|
|
$
|
235,212
|
|
|
$
|
—
|
|
|
$
|
203,961
|
|
Cash flows provided by (used in) financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from issuance of ordinary shares and exercise of stock options
|
$
|
491
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
491
|
|
Buybacks of ordinary shares
|
(355,901
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(355,901
|
)
|
|||||
Dividends paid on ordinary shares
|
(57,861
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(57,861
|
)
|
|||||
Distributions to non-controlling interests
|
—
|
|
|
(3,077
|
)
|
|
(24,780
|
)
|
|
—
|
|
|
(27,857
|
)
|
|||||
Contributions from non-controlling interests
|
—
|
|
|
—
|
|
|
883
|
|
|
—
|
|
|
883
|
|
|||||
Deposit liabilities
|
—
|
|
|
—
|
|
|
(8,546
|
)
|
|
—
|
|
|
(8,546
|
)
|
|||||
Net cash provided by (used in) financing activities
|
$
|
(413,271
|
)
|
|
$
|
(3,077
|
)
|
|
$
|
(32,443
|
)
|
|
$
|
—
|
|
|
$
|
(448,791
|
)
|
Effects of exchange rate changes on foreign currency cash
|
—
|
|
|
—
|
|
|
(19,396
|
)
|
|
—
|
|
|
(19,396
|
)
|
|||||
Increase (decrease) in cash and cash equivalents
|
$
|
(2,876
|
)
|
|
$
|
(82,533
|
)
|
|
$
|
(349,930
|
)
|
|
$
|
—
|
|
|
$
|
(435,339
|
)
|
Cash and cash equivalents – beginning of period
|
11,557
|
|
|
369,997
|
|
|
2,874,682
|
|
|
—
|
|
|
3,256,236
|
|
|||||
Cash and cash equivalents – end of period
|
$
|
8,681
|
|
|
$
|
287,464
|
|
|
$
|
2,524,752
|
|
|
$
|
—
|
|
|
$
|
2,820,897
|
|
|
Three Months Ended March 31, 2015
|
||||||||||||||||||
Condensed Consolidating Statement of Cash Flows
(U.S. dollars in thousands)
|
XL- Ireland
|
|
XL-Cayman
|
|
Other XL-Ireland Subsidiaries
|
|
Consolidating Adjustments and Eliminations
|
|
XL-Ireland Consolidated
|
||||||||||
Cash flows provided by (used in) operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
(31,120
|
)
|
|
$
|
134,448
|
|
|
$
|
41,318
|
|
|
$
|
(109,668
|
)
|
|
$
|
34,978
|
|
Cash flows provided by (used in) investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from sale of fixed maturities and short-term investments
|
$
|
—
|
|
|
$
|
201,638
|
|
|
$
|
1,510,135
|
|
|
$
|
(237,832
|
)
|
|
$
|
1,473,941
|
|
Proceeds from redemption of fixed maturities and short-term investments
|
—
|
|
|
92,336
|
|
|
961,403
|
|
|
—
|
|
|
1,053,739
|
|
|||||
Proceeds from sale of equity securities
|
—
|
|
|
—
|
|
|
189,473
|
|
|
—
|
|
|
189,473
|
|
|||||
Purchases of fixed maturities and short-term investments
|
—
|
|
|
(453,628
|
)
|
|
(2,619,508
|
)
|
|
237,832
|
|
|
(2,835,304
|
)
|
|||||
Purchases of equity securities
|
—
|
|
|
—
|
|
|
(94,141
|
)
|
|
—
|
|
|
(94,141
|
)
|
|||||
Proceeds from sale of affiliates
|
—
|
|
|
—
|
|
|
77,916
|
|
|
—
|
|
|
77,916
|
|
|||||
Purchases of affiliates
|
—
|
|
|
—
|
|
|
(29,037
|
)
|
|
—
|
|
|
(29,037
|
)
|
|||||
Returns of capital from subsidiaries
|
65,037
|
|
|
—
|
|
|
—
|
|
|
(65,037
|
)
|
|
—
|
|
|||||
Other, net
|
—
|
|
|
—
|
|
|
(32,141
|
)
|
|
—
|
|
|
(32,141
|
)
|
|||||
Net cash provided by (used in) investing activities
|
$
|
65,037
|
|
|
$
|
(159,654
|
)
|
|
$
|
(35,900
|
)
|
|
$
|
(65,037
|
)
|
|
$
|
(195,554
|
)
|
Cash flows provided by (used in) financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from issuance of ordinary shares and exercise of stock options
|
$
|
1,772
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,772
|
|
Buybacks of ordinary shares
|
(1,966
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,966
|
)
|
|||||
Dividends paid on ordinary shares
|
(40,922
|
)
|
|
(109,668
|
)
|
|
—
|
|
|
109,668
|
|
|
(40,922
|
)
|
|||||
Return of capital
|
—
|
|
|
(65,037
|
)
|
|
—
|
|
|
65,037
|
|
|
—
|
|
|||||
Distributions to non-controlling interests
|
—
|
|
|
(2,995
|
)
|
|
(4,177
|
)
|
|
—
|
|
|
(7,172
|
)
|
|||||
Contributions from non-controlling interests
|
—
|
|
|
—
|
|
|
2,569
|
|
|
—
|
|
|
2,569
|
|
|||||
Proceeds from issuance of debt
|
—
|
|
|
980,600
|
|
|
—
|
|
|
—
|
|
|
980,600
|
|
|||||
Deposit liabilities
|
—
|
|
|
—
|
|
|
(38,788
|
)
|
|
—
|
|
|
(38,788
|
)
|
|||||
Net cash provided by (used in) financing activities
|
$
|
(41,116
|
)
|
|
$
|
802,900
|
|
|
$
|
(40,396
|
)
|
|
$
|
174,705
|
|
|
$
|
896,093
|
|
Effects of exchange rate changes on foreign currency cash
|
—
|
|
|
—
|
|
|
(47,397
|
)
|
|
—
|
|
|
(47,397
|
)
|
|||||
Increase (decrease) in cash and cash equivalents
|
$
|
(7,199
|
)
|
|
$
|
777,694
|
|
|
$
|
(82,375
|
)
|
|
$
|
—
|
|
|
$
|
688,120
|
|
Cash and cash equivalents – beginning of period
|
22,443
|
|
|
42,970
|
|
|
2,456,401
|
|
|
—
|
|
|
2,521,814
|
|
|||||
Cash and cash equivalents – end of period
|
$
|
15,244
|
|
|
$
|
820,664
|
|
|
$
|
2,374,026
|
|
|
$
|
—
|
|
|
$
|
3,209,934
|
|
•
|
the accompanying notes to the unaudited pro forma consolidated financial information;
|
•
|
XL’s separate audited historical consolidated financial statements and accompanying notes as of and for the year ended December 31, 2015, included in Exhibit 99.1 to our Current Report on Form 8-K filed on [July 22, 2016].
|
(U.S. dollars in thousands, except per share amounts)
|
XL
Year Ended December 31, 2015
|
|
Catlin
Four Months Ended April 30, 2015
|
|
Adjustments
|
|
|
|
Total Result
Year Ended December 31, 2015
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||
Net premiums earned
|
$
|
8,226,425
|
|
|
$
|
1,281,476
|
|
|
$
|
—
|
|
|
|
|
$
|
9,507,901
|
|
Total net investment income
|
$
|
872,370
|
|
|
$
|
32,214
|
|
|
$
|
(3,825
|
)
|
|
(aa)
|
|
$
|
900,759
|
|
Total net realized gains (losses) on investments, and net unrealized gains (losses) on investments, Trading - Life Funds Withheld Assets
|
$
|
202,178
|
|
|
$
|
69,851
|
|
|
$
|
(38,178
|
)
|
|
(bb)
|
|
$
|
233,851
|
|
Net realized and unrealized gains (losses) on derivative instruments
|
53,123
|
|
|
(21,550
|
)
|
|
—
|
|
|
|
|
31,573
|
|
||||
Net realized and unrealized gains (losses) on life retrocession embedded derivative and derivative instruments - Life Funds Withheld Assets
|
(151,691
|
)
|
|
—
|
|
|
—
|
|
|
|
|
(151,691
|
)
|
||||
Income (loss) from investment fund affiliates
|
73,320
|
|
|
—
|
|
|
—
|
|
|
|
|
73,320
|
|
||||
Fee income and other
|
33,201
|
|
|
—
|
|
|
—
|
|
|
|
|
33,201
|
|
||||
Total revenues
|
$
|
9,308,926
|
|
|
$
|
1,361,991
|
|
|
$
|
(42,003
|
)
|
|
|
|
$
|
10,628,914
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
||||||||
Net losses and loss expenses incurred
|
$
|
4,766,200
|
|
|
$
|
768,843
|
|
|
$
|
(13,458
|
)
|
|
(cc)
|
|
$
|
5,521,585
|
|
Claims and policy benefits
|
115,997
|
|
|
—
|
|
|
—
|
|
|
|
|
115,997
|
|
||||
Acquisition costs
|
1,317,448
|
|
|
266,328
|
|
|
4,928
|
|
|
(dd)
|
|
1,588,704
|
|
||||
Operating expenses (1)
|
1,966,939
|
|
|
248,595
|
|
|
(56,270
|
)
|
|
(ee)
|
|
2,159,264
|
|
||||
Foreign exchange (gains) losses
|
22,504
|
|
|
18,241
|
|
|
—
|
|
|
|
|
40,745
|
|
||||
Extinguishment of debt
|
5,592
|
|
|
—
|
|
|
—
|
|
|
|
|
5,592
|
|
||||
Interest expense
|
205,215
|
|
|
4,523
|
|
|
11,612
|
|
|
(ff)
|
|
221,350
|
|
||||
Total expenses
|
$
|
8,399,895
|
|
|
$
|
1,306,530
|
|
|
$
|
(53,188
|
)
|
|
|
|
$
|
9,653,237
|
|
Income (loss) before income tax and income (loss) from operating affiliates
|
909,031
|
|
|
55,461
|
|
|
11,185
|
|
|
|
|
975,677
|
|
||||
Income (loss) from operating affiliates
|
44,740
|
|
|
—
|
|
|
—
|
|
|
|
|
44,740
|
|
||||
Gain on sale of operating affiliate
|
340,407
|
|
|
40,030
|
|
|
—
|
|
|
|
|
380,437
|
|
||||
Provision (benefit) for income tax
|
(19,161
|
)
|
|
16,100
|
|
|
1,420
|
|
|
(gg)
|
|
(1,641
|
)
|
||||
Net income (loss)
|
$
|
1,313,339
|
|
|
$
|
79,391
|
|
|
$
|
9,765
|
|
|
|
|
$
|
1,402,495
|
|
Non-controlling interests
|
106,187
|
|
|
—
|
|
|
—
|
|
|
|
|
106,187
|
|
||||
Net income (loss) attributable to ordinary shareholders
|
$
|
1,207,152
|
|
|
$
|
79,391
|
|
|
$
|
9,765
|
|
|
|
|
$
|
1,296,308
|
|
Weighted average ordinary shares and ordinary shares equivalents outstanding, in thousands - basic
|
286,194
|
|
|
N/M
|
|
|
N/M
|
|
|
|
|
302,839
|
|
||||
Weighted average ordinary shares and ordinary shares equivalents outstanding, in thousands - diluted
|
290,999
|
|
|
N/M
|
|
|
N/M
|
|
|
|
|
307,644
|
|
||||
Earnings (loss) per ordinary share and ordinary share equivalent – basic
|
$
|
4.22
|
|
|
N/M
|
|
|
N/M
|
|
|
|
|
$
|
4.28
|
|
||
Earnings (loss) per ordinary share and ordinary share equivalent – diluted
|
$
|
4.15
|
|
|
N/M
|
|
|
N/M
|
|
|
|
|
$
|
4.21
|
|
(1)
|
Transaction costs incurred by Catlin prior to the Acquisition Date have been excluded from Operating Expenses.
|
*
|
N/M - Not Meaningful
|
(U.S. dollars in thousands)
|
Increase (decrease) for
Year Ended December 31, 2015
|
||||
(aa)
|
Adjustment to conform presentation of net investment income
|
|
(3,825
|
)
|
|
(bb)
|
Adjustment to conform presentation of net realized gains (losses) on investments
|
|
(38,178
|
)
|
|
(cc)
|
Amortization of the adjustment resulting from the difference between estimated fair value and the historical carrying value of Catlin's net loss and LAE reserves
|
|
(13,458
|
)
|
|
(dd)
|
Adjustment to acquisition costs
|
|
4,928
|
|
|
|
Adjustment to eliminate amortization of Catlin’s DAC
|
(54,707
|
)
|
|
|
|
Amortization of intangible asset resulting from the adjustment of unearned premiums to the estimated fair value of profit within Catlin’s unearned premiums
|
59,635
|
|
|
|
(ee)
|
Adjustment to operating expenses
|
|
(56,270
|
)
|
|
|
Adjustment to amortize the fair value adjustment of intangible and certain other assets
|
8,500
|
|
|
|
|
Adjustment to remove transaction costs from pro forma results
|
(64,770
|
)
|
|
|
(ff)
|
Adjustment to record interest expense related to the subordinated notes issued to finance the acquisition
|
|
11,612
|
|
|
(gg)
|
Adjustment to reflect income tax effect for unaudited pro forma consolidated statement of income adjustments related to the Acquisition using the statutory tax rates of the jurisdictions, where the respective tax effects apply
|
|
1,420
|
|
|
Year Ended
December 31, 2015
|
||||||
(In thousands, except per share amounts)
|
Basic
|
|
Diluted
|
||||
Pro forma net income
|
$
|
1,296,308
|
|
|
$
|
1,296,308
|
|
Weighted average ordinary shares outstanding:
|
|
|
|
||||
Historic XL
|
286,194
|
|
|
286,194
|
|
||
Historic XL dilutive potential ordinary shares
|
—
|
|
|
4,805
|
|
||
Adjusted weighted average ordinary shares outstanding
|
286,194
|
|
|
290,999
|
|
||
XL share issuance to Catlin shareholders (1)
|
16,645
|
|
|
16,645
|
|
||
Pro forma adjusted weighted average common shares outstanding
|
302,839
|
|
|
307,644
|
|
||
Pro forma net income per share
|
$
|
4.28
|
|
|
$
|
4.21
|
|
|
|
|
Press Release
|
|
|
|
|
O'Hara House
|
|
|
One Bermudiana Road
|
|
|
Hamilton HM 08
|
|
|
Bermuda
|
|
|
Phone
+1 441 292 8515
|
|
|
Fax
+1 441 294 7307
|
|
|
www.xlgroup.com
|
Contact:
|
David Radulski
|
Carol Parker-Trott
|
|
Investor Relations
|
Media Relations
|
|
(203) 964-3470
|
(441) 294-7290
|