|
ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Bermuda
|
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Not Applicable
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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90 Pitts Bay Road, Pembroke, Bermuda
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HM 08
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
|
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Name of each exchange on which registered
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Common Shares, $1.00 par value
|
|
New York Stock Exchange, Bermuda Stock Exchange
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6.50% Series D Cumulative Preferred Shares,
$1.00 par value
|
|
New York Stock Exchange
|
7.25% Series E Cumulative Preferred Shares,
$1.00 par value
|
|
New York Stock Exchange
|
5.875% Series F Non-Cumulative Preferred Shares,
$1.00 par value
|
|
New York Stock Exchange
|
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Large accelerated filer
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ý
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Accelerated filer
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¨
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|||
Non-accelerated filer
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¨
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Smaller reporting company
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¨
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Page
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PART I
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||
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Item 1.
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||
Item 1A.
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||
Item 1B.
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Item 2.
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Item 3.
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||
Item 4.
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||
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PART II
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Item 5.
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Item 6.
|
||
Item 7.
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||
Item 7A.
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||
Item 8.
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||
Item 9.
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||
Item 9A.
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||
Item 9B.
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||
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PART III
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Item 10.
|
||
Item 11.
|
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Item 12.
|
||
Item 13.
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||
Item 14.
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||
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PART IV
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Item 15.
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ITEM 1.
|
BUSINESS
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Non-life segment
|
|
$
|
4,277
|
|
|
$
|
4,667
|
|
|
$
|
4,590
|
|
Life and Health segment
|
|
1,271
|
|
|
1,265
|
|
|
972
|
|
|||
Corporate and Other segment
|
|
—
|
|
|
—
|
|
|
8
|
|
|||
Total
|
|
$
|
5,548
|
|
|
$
|
5,932
|
|
|
$
|
5,570
|
|
Non-life sub-segment
|
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||
North America
|
|
$
|
1,604
|
|
|
38
|
%
|
|
$
|
1,642
|
|
|
35
|
%
|
|
$
|
1,601
|
|
|
35
|
%
|
Global (Non-U.S.) P&C
|
|
735
|
|
|
17
|
|
|
803
|
|
|
17
|
|
|
818
|
|
|
18
|
|
|||
Global Specialty
|
|
1,556
|
|
|
36
|
|
|
1,797
|
|
|
39
|
|
|
1,676
|
|
|
36
|
|
|||
Catastrophe
|
|
382
|
|
|
9
|
|
|
425
|
|
|
9
|
|
|
495
|
|
|
11
|
|
|||
Total
|
|
$
|
4,277
|
|
|
100
|
%
|
|
$
|
4,667
|
|
|
100
|
%
|
|
$
|
4,590
|
|
|
100
|
%
|
Line of business
|
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||
Property and casualty
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Casualty
|
|
$
|
634
|
|
|
15
|
%
|
|
$
|
670
|
|
|
14
|
%
|
|
$
|
660
|
|
|
14
|
%
|
Motor
|
|
353
|
|
|
8
|
|
|
394
|
|
|
8
|
|
|
365
|
|
|
8
|
|
|||
Multiline and other
|
|
368
|
|
|
9
|
|
|
282
|
|
|
6
|
|
|
211
|
|
|
4
|
|
|||
Property
|
|
584
|
|
|
14
|
|
|
642
|
|
|
14
|
|
|
670
|
|
|
15
|
|
|||
Specialty
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Agriculture
|
|
635
|
|
|
15
|
|
|
673
|
|
|
14
|
|
|
627
|
|
|
14
|
|
|||
Aviation / Space
|
|
195
|
|
|
4
|
|
|
245
|
|
|
5
|
|
|
231
|
|
|
5
|
|
|||
Catastrophe
|
|
382
|
|
|
9
|
|
|
425
|
|
|
9
|
|
|
495
|
|
|
11
|
|
|||
Credit / Surety
|
|
345
|
|
|
8
|
|
|
399
|
|
|
9
|
|
|
354
|
|
|
8
|
|
|||
Energy
|
|
63
|
|
|
1
|
|
|
83
|
|
|
2
|
|
|
91
|
|
|
2
|
|
|||
Engineering
|
|
155
|
|
|
4
|
|
|
174
|
|
|
4
|
|
|
225
|
|
|
5
|
|
|||
Marine
|
|
239
|
|
|
6
|
|
|
329
|
|
|
7
|
|
|
360
|
|
|
8
|
|
|||
Specialty casualty
|
|
147
|
|
|
3
|
|
|
171
|
|
|
4
|
|
|
140
|
|
|
3
|
|
|||
Specialty property
|
|
177
|
|
|
4
|
|
|
180
|
|
|
4
|
|
|
161
|
|
|
3
|
|
|||
Total Non-life segment
|
|
$
|
4,277
|
|
|
100
|
%
|
|
$
|
4,667
|
|
|
100
|
%
|
|
$
|
4,590
|
|
|
100
|
%
|
Non-life sub-segment
|
|
Percentage
|
|
North America
|
|
63
|
%
|
Global (Non-U.S.) P&C
|
|
28
|
|
Global Specialty
|
|
38
|
|
Catastrophe
|
|
75
|
|
Line of business
|
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||
Accident and health
|
|
$
|
399
|
|
|
31
|
%
|
|
$
|
325
|
|
|
26
|
%
|
|
$
|
144
|
|
|
15
|
%
|
Longevity
|
|
306
|
|
|
24
|
|
|
299
|
|
|
23
|
|
|
249
|
|
|
26
|
|
|||
Mortality
|
|
566
|
|
|
45
|
|
|
641
|
|
|
51
|
|
|
579
|
|
|
59
|
|
|||
Total Life and Health segment
|
|
$
|
1,271
|
|
|
100
|
%
|
|
$
|
1,265
|
|
|
100
|
%
|
|
$
|
972
|
|
|
100
|
%
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Gross liability at beginning of year
|
|
$
|
9,746
|
|
|
$
|
10,646
|
|
|
$
|
10,709
|
|
Reinsurance recoverable at beginning of year
|
|
(215
|
)
|
|
(267
|
)
|
|
(291
|
)
|
|||
Net liability at beginning of year
|
|
9,531
|
|
|
10,379
|
|
|
10,418
|
|
|||
Net incurred losses related to:
|
|
|
|
|
|
|
||||||
Current year
|
|
3,024
|
|
|
3,123
|
|
|
3,119
|
|
|||
Prior years
|
|
(831
|
)
|
|
(660
|
)
|
|
(721
|
)
|
|||
|
|
2,193
|
|
|
2,463
|
|
|
2,398
|
|
|||
Change in Paris Re Reserve Agreement
|
|
(9
|
)
|
|
(26
|
)
|
|
(50
|
)
|
|||
Net paid losses
|
|
(2,423
|
)
|
|
(2,799
|
)
|
|
(2,402
|
)
|
|||
Effects of foreign exchange rate changes
|
|
(417
|
)
|
|
(486
|
)
|
|
15
|
|
|||
Net liability at end of year
|
|
8,875
|
|
|
9,531
|
|
|
10,379
|
|
|||
Reinsurance recoverable at end of year
|
|
190
|
|
|
215
|
|
|
267
|
|
|||
Gross liability at end of year
|
|
$
|
9,065
|
|
|
$
|
9,746
|
|
|
$
|
10,646
|
|
|
|
North America
|
|
Global
(Non-U.S.)
P&C
|
|
Global
Specialty
|
|
Catastrophe
|
|
Total
Non-life
segment
|
||||||||||
Net incurred losses related to:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current year
|
|
$
|
1,165
|
|
|
$
|
570
|
|
|
$
|
1,219
|
|
|
$
|
70
|
|
|
$
|
3,024
|
|
Net prior year favorable loss development
|
|
(284
|
)
|
|
(97
|
)
|
|
(434
|
)
|
|
(16
|
)
|
|
(831
|
)
|
|||||
Total net incurred losses
|
|
$
|
881
|
|
|
$
|
473
|
|
|
$
|
785
|
|
|
$
|
54
|
|
|
$
|
2,193
|
|
|
|
2015
|
|
2014
|
||||
Gross reserves
|
|
$
|
9,064,711
|
|
|
$
|
9,745,806
|
|
Less: Guaranteed Reserves
|
|
521,178
|
|
|
581,173
|
|
||
Gross reserves, excluding Guaranteed Reserves
|
|
8,543,533
|
|
|
9,164,633
|
|
||
Retroceded reserves
|
|
189,234
|
|
|
214,349
|
|
||
Less: Guaranteed Reserves
|
|
7,110
|
|
|
6,212
|
|
||
Retroceded reserves, excluding Guaranteed Reserves
|
|
182,124
|
|
|
208,137
|
|
||
Net reserves
|
|
$
|
8,875,477
|
|
|
$
|
9,531,457
|
|
Net reserves, excluding Guaranteed Reserves
|
|
$
|
8,361,409
|
|
|
$
|
8,956,496
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net paid losses related to prior years
|
|
$
|
2,171,883
|
|
|
$
|
2,530,743
|
|
|
$
|
2,159,506
|
|
Less: net paid losses on Guaranteed Reserves
|
|
28,225
|
|
|
97,407
|
|
|
82,997
|
|
|||
Net paid losses related to prior years, excluding Guaranteed Reserves
|
|
$
|
2,143,658
|
|
|
$
|
2,433,336
|
|
|
$
|
2,076,509
|
|
|
|
2005
|
|
2006
|
|
2007
|
|
2008
|
|
2009
(1)
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
||||||||||||||||||||||
Gross liability for unpaid losses and loss expenses, excluding Guaranteed Reserves
|
|
$
|
6,737,661
|
|
|
$
|
6,870,785
|
|
|
$
|
7,231,436
|
|
|
$
|
7,510,666
|
|
|
$
|
9,248,529
|
|
|
$
|
9,379,028
|
|
|
$
|
10,234,291
|
|
|
$
|
9,845,255
|
|
|
$
|
9,913,932
|
|
|
$
|
9,164,633
|
|
|
$
|
8,543,533
|
|
Retroceded liability for unpaid losses and loss expenses, excluding Guaranteed Reserves
|
|
185,280
|
|
|
138,585
|
|
|
132,479
|
|
|
125,215
|
|
|
270,938
|
|
|
300,648
|
|
|
325,841
|
|
|
283,955
|
|
|
261,835
|
|
|
208,137
|
|
|
182,124
|
|
|||||||||||
Net liability for unpaid losses and loss expenses, excluding Guaranteed Reserves
|
|
$
|
6,552,381
|
|
|
$
|
6,732,200
|
|
|
$
|
7,098,957
|
|
|
$
|
7,385,451
|
|
|
$
|
8,977,591
|
|
|
$
|
9,078,380
|
|
|
$
|
9,908,450
|
|
|
$
|
9,561,300
|
|
|
$
|
9,652,097
|
|
|
$
|
8,956,496
|
|
|
$
|
8,361,409
|
|
Net liability re-estimated, excluding Guaranteed Reserves at:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
One year later
|
|
6,602,832
|
|
|
6,715,107
|
|
|
6,343,714
|
|
|
7,076,796
|
|
|
8,354,221
|
|
|
8,505,130
|
|
|
9,409,795
|
|
|
8,853,321
|
|
|
8,542,349
|
|
|
7,753,963
|
|
|
|
||||||||||||
Two years later
|
|
6,618,112
|
|
|
6,165,297
|
|
|
6,009,194
|
|
|
6,686,926
|
|
|
7,877,438
|
|
|
8,076,932
|
|
|
8,885,350
|
|
|
8,047,122
|
|
|
7,658,879
|
|
|
|
|
|
|||||||||||||
Three years later
|
|
6,168,445
|
|
|
5,897,044
|
|
|
5,674,509
|
|
|
6,351,663
|
|
|
7,595,556
|
|
|
7,751,543
|
|
|
8,340,019
|
|
|
7,391,232
|
|
|
|
|
|
|
|
||||||||||||||
Four years later
|
|
6,002,031
|
|
|
5,645,132
|
|
|
5,409,460
|
|
|
6,195,352
|
|
|
7,346,493
|
|
|
7,309,864
|
|
|
7,829,224
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Five years later
|
|
5,802,799
|
|
|
5,436,353
|
|
|
5,282,511
|
|
|
6,074,551
|
|
|
6,981,981
|
|
|
6,933,146
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Six years later
|
|
5,627,952
|
|
|
5,323,062
|
|
|
5,200,087
|
|
|
5,853,573
|
|
|
6,695,185
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Seven years later
|
|
5,551,669
|
|
|
5,264,917
|
|
|
5,042,978
|
|
|
5,689,420
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Eight years later
|
|
5,507,151
|
|
|
5,141,047
|
|
|
4,916,968
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Nine years later
|
|
5,421,683
|
|
|
5,008,383
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Ten years later
|
|
5,307,530
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Cumulative net redundancy
|
|
$
|
1,244,851
|
|
|
$
|
1,723,817
|
|
|
$
|
2,181,989
|
|
|
$
|
1,696,031
|
|
|
$
|
2,282,406
|
|
|
$
|
2,145,234
|
|
|
$
|
2,079,226
|
|
|
$
|
2,170,068
|
|
|
$
|
1,993,218
|
|
|
$
|
1,202,533
|
|
|
|
||
Cumulative amount of net liability paid through:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
One year later
|
|
$
|
1,718,996
|
|
|
$
|
1,473,964
|
|
|
$
|
1,340,788
|
|
|
$
|
1,716,798
|
|
|
$
|
2,094,379
|
|
|
$
|
1,923,267
|
|
|
$
|
2,376,872
|
|
|
$
|
2,076,509
|
|
|
$
|
2,433,336
|
|
|
$
|
2,143,658
|
|
|
|
||
Two years later
|
|
2,482,695
|
|
|
2,116,025
|
|
|
1,971,376
|
|
|
2,448,950
|
|
|
2,983,833
|
|
|
2,872,951
|
|
|
3,494,429
|
|
|
3,203,562
|
|
|
3,398,191
|
|
|
|
|
|
|||||||||||||
Three years later
|
|
2,948,837
|
|
|
2,581,022
|
|
|
2,470,068
|
|
|
2,991,497
|
|
|
3,599,683
|
|
|
3,548,021
|
|
|
4,317,484
|
|
|
3,885,043
|
|
|
|
|
|
|
|
||||||||||||||
Four years later
|
|
3,273,808
|
|
|
2,932,356
|
|
|
2,818,018
|
|
|
3,359,297
|
|
|
4,060,903
|
|
|
4,065,611
|
|
|
4,839,270
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Five years later
|
|
3,534,003
|
|
|
3,183,573
|
|
|
3,070,717
|
|
|
3,636,744
|
|
|
4,415,890
|
|
|
4,396,899
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Six years later
|
|
3,713,402
|
|
|
3,349,279
|
|
|
3,268,994
|
|
|
3,866,859
|
|
|
4,646,030
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Seven years later
|
|
3,834,448
|
|
|
3,494,055
|
|
|
3,450,927
|
|
|
4,022,340
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Eight years later
|
|
3,940,622
|
|
|
3,639,726
|
|
|
3,575,220
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Nine years later
|
|
4,057,649
|
|
|
3,737,637
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Ten years later
|
|
4,135,968
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Paris Re’s liability for unpaid losses and loss expenses was included at December 31, 2009 for the first time. For years prior to 2009, this table excludes the reserves of the Paris Re companies acquired. Accordingly, the reserve development (net liability for unpaid losses and loss expenses at the end of the year, as originally estimated, less net liability for unpaid losses and loss expenses re-estimated as of subsequent years) for years prior to 2009 relates only to losses recorded by PartnerRe and subsidiaries not acquired in the Paris Re acquisition.
|
|
|
2005
|
|
2006
|
|
2007
|
|
2008
|
|
2009
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
||||||||||||||||||||
Reconciliation of gross reserves:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Gross liability re-estimated, excluding Guaranteed Reserves
|
|
$
|
5,473,121
|
|
|
$
|
5,106,322
|
|
|
$
|
4,999,533
|
|
|
$
|
5,793,075
|
|
|
$
|
6,893,928
|
|
|
$
|
7,159,601
|
|
|
$
|
8,092,874
|
|
|
$
|
7,647,753
|
|
|
$
|
7,863,719
|
|
|
$
|
7,934,162
|
|
Re-estimated retroceded liability, excluding Guaranteed Reserves
|
|
165,591
|
|
|
97,939
|
|
|
82,565
|
|
|
103,655
|
|
|
198,743
|
|
|
226,455
|
|
|
263,650
|
|
|
256,521
|
|
|
204,840
|
|
|
180,199
|
|
||||||||||
Net liability re-estimated, excluding Guaranteed Reserves
|
|
$
|
5,307,530
|
|
|
$
|
5,008,383
|
|
|
$
|
4,916,968
|
|
|
$
|
5,689,420
|
|
|
$
|
6,695,185
|
|
|
$
|
6,933,146
|
|
|
$
|
7,829,224
|
|
|
$
|
7,391,232
|
|
|
$
|
7,658,879
|
|
|
$
|
7,753,963
|
|
Cumulative gross redundancy
|
|
$
|
1,264,540
|
|
|
$
|
1,764,463
|
|
|
$
|
2,231,903
|
|
|
$
|
1,717,591
|
|
|
$
|
2,354,601
|
|
|
$
|
2,219,427
|
|
|
$
|
2,141,417
|
|
|
$
|
2,197,502
|
|
|
$
|
2,050,213
|
|
|
$
|
1,230,471
|
|
|
|
2005
|
|
2006
|
|
2007
|
|
2008
|
|
2009
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
||||||||||||||||||||
Cumulative net redundancy
|
|
$
|
1,244,851
|
|
|
$
|
1,723,817
|
|
|
$
|
2,181,989
|
|
|
$
|
1,696,031
|
|
|
$
|
2,282,406
|
|
|
$
|
2,145,234
|
|
|
$
|
2,079,226
|
|
|
$
|
2,170,068
|
|
|
$
|
1,993,218
|
|
|
$
|
1,202,533
|
|
Less: Cumulative net (deficiency) redundancy due to foreign exchange
|
|
(291,675
|
)
|
|
(39,337
|
)
|
|
452,094
|
|
|
99,775
|
|
|
376,660
|
|
|
302,676
|
|
|
319,263
|
|
|
526,115
|
|
|
710,721
|
|
|
371,828
|
|
||||||||||
Cumulative net redundancy excluding the impact of foreign exchange
|
|
$
|
1,536,526
|
|
|
$
|
1,763,154
|
|
|
$
|
1,729,895
|
|
|
$
|
1,596,256
|
|
|
$
|
1,905,746
|
|
|
$
|
1,842,558
|
|
|
$
|
1,759,963
|
|
|
$
|
1,643,953
|
|
|
$
|
1,282,497
|
|
|
$
|
830,705
|
|
|
|
2005
|
|
2006
|
|
2007
|
|
2008
|
|
2009
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
||||||||||||||||||||
Net liability for unpaid losses and loss expenses, excluding Guaranteed Reserves
|
|
$
|
6,552,381
|
|
|
$
|
6,732,200
|
|
|
$
|
7,098,957
|
|
|
$
|
7,385,451
|
|
|
$
|
8,977,591
|
|
|
$
|
9,078,380
|
|
|
$
|
9,908,450
|
|
|
$
|
9,561,300
|
|
|
$
|
9,652,097
|
|
|
$
|
8,956,496
|
|
Net liability re-estimated, excluding Guaranteed Reserves at:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
One year later
|
|
6,300,633
|
|
|
6,318,157
|
|
|
6,681,021
|
|
|
6,899,642
|
|
|
8,499,708
|
|
|
8,547,923
|
|
|
9,280,385
|
|
|
8,839,801
|
|
|
8,991,684
|
|
|
8,125,791
|
|
||||||||||
Two years later
|
|
6,023,025
|
|
|
6,014,782
|
|
|
6,222,150
|
|
|
6,597,688
|
|
|
8,052,350
|
|
|
8,035,622
|
|
|
8,754,182
|
|
|
8,362,537
|
|
|
8,369,600
|
|
|
|
|||||||||||
Three years later
|
|
5,774,643
|
|
|
5,640,480
|
|
|
5,961,748
|
|
|
6,300,375
|
|
|
7,705,719
|
|
|
7,696,432
|
|
|
8,479,369
|
|
|
7,917,347
|
|
|
|
|
|
||||||||||||
Four years later
|
|
5,521,034
|
|
|
5,451,479
|
|
|
5,738,024
|
|
|
6,098,886
|
|
|
7,441,966
|
|
|
7,471,252
|
|
|
8,148,487
|
|
|
|
|
|
|
|
|||||||||||||
Five years later
|
|
5,376,045
|
|
|
5,278,886
|
|
|
5,575,292
|
|
|
5,951,968
|
|
|
7,248,585
|
|
|
7,235,822
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Six years later
|
|
5,232,117
|
|
|
5,132,300
|
|
|
5,470,571
|
|
|
5,861,501
|
|
|
7,071,845
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Seven years later
|
|
5,126,778
|
|
|
5,053,740
|
|
|
5,420,827
|
|
|
5,789,195
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Eight years later
|
|
5,064,029
|
|
|
5,030,807
|
|
|
5,369,062
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Nine years later
|
|
5,065,746
|
|
|
4,969,046
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Ten years later
|
|
5,015,855
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Cumulative net redundancy
|
|
$
|
1,536,526
|
|
|
$
|
1,763,154
|
|
|
$
|
1,729,895
|
|
|
$
|
1,596,256
|
|
|
$
|
1,905,746
|
|
|
$
|
1,842,558
|
|
|
$
|
1,759,963
|
|
|
$
|
1,643,953
|
|
|
$
|
1,282,497
|
|
|
$
|
830,705
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Gross liability at beginning of year
|
|
$
|
2,050
|
|
|
$
|
1,974
|
|
|
$
|
1,813
|
|
Reinsurance recoverable at beginning of year
|
|
29
|
|
|
7
|
|
|
20
|
|
|||
Net liability at beginning of year
|
|
2,021
|
|
|
1,967
|
|
|
1,793
|
|
|||
Net incurred losses related to:
|
|
|
|
|
|
|
||||||
Current year
|
|
1,011
|
|
|
1,019
|
|
|
800
|
|
|||
Prior years
|
|
(47
|
)
|
|
(19
|
)
|
|
(39
|
)
|
|||
|
|
964
|
|
|
1,000
|
|
|
761
|
|
|||
Net paid losses
|
|
(835
|
)
|
|
(781
|
)
|
|
(626
|
)
|
|||
Effects of foreign exchange rate changes
|
|
(141
|
)
|
|
(165
|
)
|
|
39
|
|
|||
Net liability at end of year
|
|
2,009
|
|
|
2,021
|
|
|
1,967
|
|
|||
Reinsurance recoverable at end of year
|
|
43
|
|
|
29
|
|
|
7
|
|
|||
Gross liability at end of year
|
|
$
|
2,052
|
|
|
$
|
2,050
|
|
|
$
|
1,974
|
|
Line of business
|
|
2015
|
|
2014
|
||||
Accident and health
|
|
$
|
274
|
|
|
$
|
228
|
|
Longevity
|
|
468
|
|
|
510
|
|
||
Mortality
|
|
1,310
|
|
|
1,312
|
|
||
Gross
life and health reserves
|
|
2,052
|
|
|
2,050
|
|
||
Ceded
life and health reserves
|
|
43
|
|
|
29
|
|
||
Net
life and health reserves
|
|
$
|
2,009
|
|
|
$
|
2,021
|
|
|
|
2015
|
|
2014
|
||||||||||
Fixed maturities
|
|
|
|
|
|
|
|
|
||||||
U.S. government and government sponsored enterprises
|
|
$
|
2,873
|
|
|
20
|
%
|
|
$
|
2,316
|
|
|
15
|
%
|
U.S. states, territories and municipalities
|
|
778
|
|
|
5
|
|
|
531
|
|
|
3
|
|
||
Non-U.S. sovereign government, supranational and government related
|
|
1,333
|
|
|
9
|
|
|
1,976
|
|
|
13
|
|
||
Corporate
|
|
5,086
|
|
|
36
|
|
|
5,604
|
|
|
37
|
|
||
Asset-backed securities
|
|
1,038
|
|
|
7
|
|
|
1,131
|
|
|
8
|
|
||
Residential mortgage-backed securities
|
|
2,291
|
|
|
16
|
|
|
2,306
|
|
|
15
|
|
||
Other mortgage-backed securities
|
|
49
|
|
|
1
|
|
|
55
|
|
|
—
|
|
||
Total fixed maturities
|
|
$
|
13,448
|
|
|
94
|
%
|
|
$
|
13,919
|
|
|
91
|
%
|
Short-term investments
|
|
47
|
|
|
—
|
|
|
25
|
|
|
—
|
|
||
Equities
|
|
444
|
|
|
3
|
|
|
1,057
|
|
|
7
|
|
||
Other invested assets
|
|
399
|
|
|
3
|
|
|
299
|
|
|
2
|
|
||
Total investments
|
|
$
|
14,338
|
|
|
100
|
%
|
|
$
|
15,300
|
|
|
100
|
%
|
|
(1)
|
In addition to the total investments shown in the above table of
$14.3 billion
and
$15.3 billion
at
December 31, 2015
and
2014
, respectively, the Company held cash and cash equivalents of
$1.6 billion
and
$1.3 billion
at
December 31, 2015
and
2014
, respectively.
|
|
|
2015
|
|
2014
|
||||||||||
Fixed maturities
|
|
|
|
|
|
|
|
|
||||||
U.S. government and government sponsored enterprises
|
|
$
|
170
|
|
|
42
|
%
|
|
$
|
154
|
|
|
32
|
%
|
Non-U.S. sovereign government, supranational and government related
|
|
120
|
|
|
30
|
|
|
128
|
|
|
27
|
|
||
Corporate
|
|
99
|
|
|
25
|
|
|
177
|
|
|
38
|
|
||
Total fixed maturities
|
|
$
|
389
|
|
|
97
|
%
|
|
$
|
459
|
|
|
97
|
%
|
Short-term investments
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Other invested assets
|
|
10
|
|
|
3
|
|
|
14
|
|
|
3
|
|
||
Total investments
|
|
$
|
400
|
|
|
100
|
%
|
|
$
|
473
|
|
|
100
|
%
|
|
(1)
|
In addition to the investments underlying the funds held – directly managed account shown in the above table of
$400
million and
$473
million at
December 31, 2015
and
2014
, respectively, the funds held – directly managed account also included cash and cash equivalents of
$65 million
and
$42 million
at
December 31, 2015
and
2014
, respectively, accrued investment income of
$4 million
and
$6 million
at
December 31, 2015
and
2014
, respectively, and other assets and liabilities held by Colisée Re related to the underlying business of
$71 million
and
$88 million
at
December 31, 2015
and
2014
, respectively.
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||
|
Limit
approved
(2)
|
|
Actual
deployed
(2)
|
|
Limit
approved
(2)
|
|
Actual
deployed
(2)
|
||||||||
Natural Catastrophe Risk
|
$
|
2.3
|
|
|
$
|
1.3
|
|
|
$
|
2.3
|
|
|
$
|
1.5
|
|
Long Tail Reinsurance Risk
|
1.2
|
|
|
0.8
|
|
|
1.2
|
|
|
0.9
|
|
||||
Market Risk
|
3.4
|
|
|
2.0
|
|
|
3.4
|
|
|
2.6
|
|
||||
Equity and equity-like sublimit
|
2.8
|
|
|
1.4
|
|
|
2.8
|
|
|
2.0
|
|
||||
Interest Rate Risk (duration)—excess fixed income investment portfolio
(1)
|
6.0 years
|
|
|
3.0 years
|
|
|
6.0 years
|
|
|
2.7 years
|
|
||||
Default and Credit Spread Risk
|
$
|
9.5
|
|
|
$
|
5.6
|
|
|
$
|
9.5
|
|
|
$
|
6.3
|
|
Trade Credit Underwriting Risk
|
0.9
|
|
|
0.6
|
|
|
0.9
|
|
|
0.7
|
|
||||
Longevity Risk
|
2.0
|
|
|
1.5
|
|
|
2.0
|
|
|
1.4
|
|
||||
Pandemic Risk
|
1.3
|
|
|
0.6
|
|
|
1.3
|
|
|
0.7
|
|
||||
Agriculture Risk
|
0.3
|
|
|
0.1
|
|
|
0.3
|
|
|
0.1
|
|
||||
Mortgage Reinsurance Risk
|
1.0
|
|
|
0.6
|
|
|
1.0
|
|
|
0.4
|
|
||||
Any one country sub-limit
|
0.8
|
|
|
0.5
|
|
|
0.8
|
|
|
0.4
|
|
|
(1)
|
The excess fixed income investment portfolio relates to fixed income securities included in the Company’s capital funds, which are in excess of those included in the Company’s liability funds and which support the net reinsurance liabilities.
|
(2)
|
The limits approved and the actual limits deployed in the table above are shown net of retrocession.
|
|
|
|
|
Single Occurrence
Estimated Net PML Exposure
|
|
||||||||
Zone
|
Peril
|
|
1-in-250 year PML
|
|
1-in-500 year PML
(Earthquake Perils Only)
|
||||||||
U.S. Southeast
|
Hurricane
|
|
|
$
|
533
|
|
|
|
|
—
|
|
|
|
U.S. Northeast
|
Hurricane
|
|
|
708
|
|
|
|
|
—
|
|
|
||
U.S. Gulf Coast
|
Hurricane
|
|
|
577
|
|
|
|
|
—
|
|
|
||
Caribbean
|
Hurricane
|
|
|
174
|
|
|
|
|
—
|
|
|
||
Europe
|
Windstorm
|
|
|
544
|
|
|
|
|
—
|
|
|
||
Japan
|
Typhoon
|
|
|
195
|
|
|
|
|
—
|
|
|
||
California
|
Earthquake
|
|
|
469
|
|
|
|
|
$
|
588
|
|
|
|
British Columbia
|
Earthquake
|
|
|
199
|
|
|
|
|
379
|
|
|
||
Japan
|
Earthquake
|
|
|
377
|
|
|
|
|
421
|
|
|
||
Australia
|
Earthquake
|
|
|
236
|
|
|
|
|
350
|
|
|
||
New Zealand
|
Earthquake
|
|
|
161
|
|
|
|
|
205
|
|
|
ITEM 1A.
|
RISK FACTORS
|
•
|
Natural catastrophes such as hurricane, windstorm, flood, tornado, earthquake, etc.;
|
•
|
Man-made disasters such as terrorism;
|
•
|
Declines in the equity and credit markets;
|
•
|
Systemic increases in the frequency or severity of casualty losses; and
|
•
|
New mass tort actions or reemergence of old mass torts such as cases related to asbestosis.
|
•
|
Natural catastrophe risk;
|
•
|
Long tail reinsurance risk;
|
•
|
Market risk;
|
•
|
Interest rate risk;
|
•
|
Default and credit spread risk;
|
•
|
Trade credit underwriting risk;
|
•
|
Longevity risk;
|
•
|
Pandemic risk;
|
•
|
Agriculture risk; and
|
•
|
Mortgage reinsurance risk.
|
•
|
the attention of management will have been diverted to the merger instead of being directed solely to our operations and the pursuit of other opportunities that could have been beneficial to us;
|
•
|
the manner in which brokers, insurers, cedants and other third parties perceive us may be negatively impacted, which in turn could affect our ability to compete for or write new business or obtain renewals in the marketplace;
|
•
|
under certain limited circumstances, we may be required to pay EXOR a fee of $250 million in the event the Merger Agreement is terminated, and costs and expenses incurred in connection with the transaction in an amount not to exceed $35 million;
|
•
|
uncertainties associated with the merger may cause a loss of management personnel and other key employees or result in the departure of our customers, which could adversely affect our business or leave us less able to operate as effectively as before the transaction was announced;
|
•
|
we would have incurred substantial fees and costs such as legal, financial advisor and accounting fees;
|
•
|
we will have been subject to business uncertainties and contractual restrictions while the proposed merger is pending, which could adversely affect our business; and
|
•
|
the loss of time and resources.
|
Calendar year
|
Pre-tax large catastrophic losses
and large losses
|
||
2015
|
$
|
59
|
|
2014
|
—
|
|
|
2013
|
142
|
|
|
2012
|
318
|
|
|
2011
|
1,790
|
|
•
|
The models do not address all the possible hazard characteristics of a catastrophe peril (e.g. the precise path and wind speed of a hurricane);
|
•
|
The models may not accurately reflect the true frequency of events;
|
•
|
The models may not accurately reflect a risk’s vulnerability or susceptibility to damage for a given event characteristic;
|
•
|
The models may not accurately represent loss potential to insurance or reinsurance contract coverage limits, terms and conditions; and
|
•
|
The models may not accurately reflect the impact on the economy of the area affected or the financial, judicial, political, or regulatory impact on insurance claim payments during or following a catastrophe event.
|
Standard & Poor’s
|
A+
|
Negative
|
Moody’s
|
A1
|
Stable
|
A.M. Best
|
A
|
Under Review with Negative Implications
|
Fitch
|
AA-
|
Ratings Watch Negative
|
•
|
Providing reinsurance capacity in markets and to clients that we target or requiring our participation in industry pools and guaranty associations;
|
•
|
Further restricting our operational or capital flexibility;
|
•
|
Expanding the scope of coverage under existing policies;
|
•
|
Regulating the terms of reinsurance policies; or
|
•
|
Disproportionately benefiting the companies domiciled in one country over those domiciled in another.
|
ITEM 1B.
|
UNRESOLVED STAFF COMMENTS
|
ITEM 2.
|
PROPERTIES
|
ITEM 3.
|
LEGAL PROCEEDINGS
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
ITEM 5.
|
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
Common shares
|
|
PRE
|
6.50% Series D cumulative preferred shares
|
|
PRE-PrD
|
7.25% Series E cumulative preferred shares
|
|
PRE-PrE
|
5.875% Series F non-cumulative preferred shares
|
|
PRE-PrF
|
|
|
2015
|
|
2014
|
||||||||||||||||||||
Period
|
|
High
|
|
Low
|
|
Dividends
Declared
|
|
High
|
|
Low
|
|
Dividends
Declared
|
||||||||||||
Three months ended March 31
|
|
$
|
121.35
|
|
|
$
|
110.95
|
|
|
$
|
0.70
|
|
|
$
|
103.50
|
|
|
$
|
96.77
|
|
|
$
|
0.67
|
|
Three months ended June 30
|
|
134.56
|
|
|
113.99
|
|
|
0.70
|
|
|
109.21
|
|
|
100.41
|
|
|
0.67
|
|
||||||
Three months ended September 30
|
|
139.20
|
|
|
129.93
|
|
|
0.70
|
|
|
113.07
|
|
|
104.36
|
|
|
0.67
|
|
||||||
Three months ended December 31
|
|
140.00
|
|
|
138.25
|
|
|
0.70
|
|
|
118.10
|
|
|
108.40
|
|
|
0.67
|
|
ITEM 6.
|
SELECTED FINANCIAL DATA
|
|
|
For the years ended December 31,
|
||||||||||||||||||
Statement of Operations Data
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Gross premiums written
|
|
$
|
5,548
|
|
|
$
|
5,932
|
|
|
$
|
5,570
|
|
|
$
|
4,718
|
|
|
$
|
4,633
|
|
Net premiums written
|
|
5,230
|
|
|
5,720
|
|
|
5,397
|
|
|
4,573
|
|
|
4,486
|
|
|||||
Net premiums earned
|
|
$
|
5,269
|
|
|
$
|
5,609
|
|
|
$
|
5,198
|
|
|
$
|
4,486
|
|
|
$
|
4,648
|
|
Net investment income
|
|
450
|
|
|
480
|
|
|
484
|
|
|
571
|
|
|
629
|
|
|||||
Net realized and unrealized investment (losses) gains
|
|
(297
|
)
|
|
372
|
|
|
(161
|
)
|
|
494
|
|
|
67
|
|
|||||
Other income
|
|
9
|
|
|
16
|
|
|
17
|
|
|
12
|
|
|
8
|
|
|||||
Total revenues
|
|
5,431
|
|
|
6,477
|
|
|
5,538
|
|
|
5,563
|
|
|
5,352
|
|
|||||
Losses and loss expenses and life policy benefits
|
|
3,157
|
|
|
3,463
|
|
|
3,158
|
|
|
2,805
|
|
|
4,373
|
|
|||||
Total expenses
|
|
5,250
|
|
|
5,185
|
|
|
4,830
|
|
|
4,234
|
|
|
5,797
|
|
|||||
Income (loss) before taxes and interest in earnings (losses) of equity method investments
|
|
181
|
|
|
1,292
|
|
|
708
|
|
|
1,329
|
|
|
(445
|
)
|
|||||
Income tax expense
|
|
80
|
|
|
239
|
|
|
49
|
|
|
204
|
|
|
69
|
|
|||||
Interest in earnings (losses) of equity method investments
|
|
6
|
|
|
15
|
|
|
14
|
|
|
10
|
|
|
(6
|
)
|
|||||
Net income (loss)
|
|
$
|
107
|
|
|
$
|
1,068
|
|
|
$
|
673
|
|
|
$
|
1,135
|
|
|
$
|
(520
|
)
|
Net income (loss) attributable to noncontrolling interests
|
|
3
|
|
|
13
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|||||
Net income (loss) attributable to PartnerRe Ltd.
|
|
$
|
104
|
|
|
$
|
1,055
|
|
|
$
|
664
|
|
|
$
|
1,135
|
|
|
$
|
(520
|
)
|
Preferred dividends
|
|
57
|
|
|
57
|
|
|
58
|
|
|
62
|
|
|
47
|
|
|||||
Loss on redemption of preferred shares
|
|
—
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|||||
Net income (loss) attributable to PartnerRe Ltd. common shareholders
|
|
$
|
47
|
|
|
$
|
998
|
|
|
$
|
597
|
|
|
$
|
1,073
|
|
|
$
|
(567
|
)
|
Basic net income (loss) per common share
|
|
$
|
1.00
|
|
|
$
|
19.96
|
|
|
$
|
10.78
|
|
|
$
|
17.05
|
|
|
$
|
(8.40
|
)
|
Diluted net income (loss) per common share
|
|
$
|
0.97
|
|
|
$
|
19.51
|
|
|
$
|
10.58
|
|
|
$
|
16.87
|
|
|
$
|
(8.40
|
)
|
Dividends declared and paid per common share
|
|
$
|
2.80
|
|
|
$
|
2.68
|
|
|
$
|
2.56
|
|
|
$
|
2.48
|
|
|
$
|
2.35
|
|
Operating earnings (loss) attributable to PartnerRe Ltd. common shareholders
(1)
|
|
$
|
658
|
|
|
$
|
755
|
|
|
$
|
722
|
|
|
$
|
664
|
|
|
$
|
(642
|
)
|
Diluted operating earnings (loss) per common share and common share equivalents outstanding
(1)
|
|
$
|
13.45
|
|
|
$
|
14.76
|
|
|
$
|
12.79
|
|
|
$
|
10.43
|
|
|
$
|
(9.50
|
)
|
Operating return on beginning diluted book value per common share and common share equivalents outstanding
(2)
|
|
10.7
|
%
|
|
13.5
|
%
|
|
12.7
|
%
|
|
12.3
|
%
|
|
(10.1
|
)%
|
|||||
Weighted average number of common shares and common share equivalents outstanding
|
|
48.9
|
|
|
51.2
|
|
|
56.4
|
|
|
63.6
|
|
|
67.6
|
|
|||||
Non-life ratios
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Loss ratio
|
|
54.0
|
%
|
|
56.1
|
%
|
|
56.7
|
%
|
|
58.5
|
%
|
|
96.7
|
%
|
|||||
Acquisition ratio
|
|
26.2
|
|
|
24.3
|
|
|
22.5
|
|
|
22.3
|
|
|
21.3
|
|
|||||
Other expense ratio
|
|
5.4
|
|
|
5.8
|
|
|
6.1
|
|
|
7.0
|
|
|
7.4
|
|
|||||
Combined ratio
|
|
85.6
|
%
|
|
86.2
|
%
|
|
85.3
|
%
|
|
87.8
|
%
|
|
125.4
|
%
|
|
|
At December 31,
|
||||||||||||||||||
Balance Sheet Data
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Total investments, funds held—directly managed and cash and cash equivalents
|
|
$
|
16,455
|
|
|
$
|
17,222
|
|
|
$
|
17,431
|
|
|
$
|
18,026
|
|
|
$
|
17,898
|
|
Total assets
|
|
21,406
|
|
|
22,270
|
|
|
23,038
|
|
|
22,980
|
|
|
22,855
|
|
|||||
Unpaid losses and loss expenses and policy benefits for life and annuity contracts
|
|
11,117
|
|
|
11,796
|
|
|
12,620
|
|
|
12,523
|
|
|
12,919
|
|
|||||
Debt related to senior notes
|
|
750
|
|
|
750
|
|
|
750
|
|
|
750
|
|
|
750
|
|
|||||
Debt related to capital efficient notes
|
|
71
|
|
|
71
|
|
|
71
|
|
|
71
|
|
|
71
|
|
|||||
Total shareholders’ equity attributable to PartnerRe Ltd.
|
|
6,901
|
|
|
7,049
|
|
|
6,710
|
|
|
6,933
|
|
|
6,468
|
|
|||||
Diluted book value per common share and common share equivalents outstanding
|
|
$
|
123.05
|
|
|
$
|
126.21
|
|
|
$
|
109.26
|
|
|
$
|
100.84
|
|
|
$
|
84.82
|
|
Diluted tangible book value per common share and common share equivalents outstanding
(3)
|
|
$
|
111.93
|
|
|
$
|
114.76
|
|
|
$
|
98.49
|
|
|
$
|
90.86
|
|
|
$
|
76.47
|
|
Number of common shares outstanding, net of treasury shares
|
|
49.1
|
|
|
49.1
|
|
|
53.6
|
|
|
58.9
|
|
|
65.3
|
|
|
(1)
|
Operating earnings or loss attributable to PartnerRe Ltd. common shareholders (operating earnings or loss) is calculated as net income or loss attributable to PartnerRe Ltd. common shareholders excluding net realized and unrealized gains or losses on investments, net of tax (except where the Company has made a strategic investment in an insurance or reinsurance related investee), net foreign exchange gains or losses, net of tax, loss on redemption of preferred shares, the interest in earnings or losses of equity method investments, net of tax (except where the Company has made a strategic investment in an insurance or reinsurance related investee and where the Company does not control the investee’s activities), certain withholding taxes on inter-company dividends (included in Other expenses) and the AXIS Termination Fee (included in Other expenses) and is calculated after preferred dividends. Diluted operating earnings or loss per common share and common share equivalent outstanding (diluted operating earnings or loss per share) are calculated using operating earnings or loss for the period divided by the weighted average number of common shares and common share equivalents outstanding. The presentation of operating earnings or loss or diluted operating earnings or loss per share are non-GAAP financial measures within the meaning of Regulation G. See Key Financial Measures in Item 7 of Part II of this report for a detailed discussion of the measures used by the Company to evaluate its financial performance.
|
(2)
|
Operating return on beginning diluted book value per common share and common share equivalents outstanding (Operating ROE) is calculated using diluted operating earnings or loss per share, as defined above, divided by diluted book value per common share and common share equivalents outstanding at the beginning of the year. The presentation of Operating ROE is a non-GAAP financial measure within the meaning of Regulation G. See Key Financial Measures in Item 7 of Part II of this report for a detailed discussion of the measures used by the Company to evaluate its financial performance.
|
(3)
|
Diluted tangible book value per common share and common share equivalents outstanding (Diluted Tangible Book Value per Share) is calculated using common shareholders’ equity attributable to PartnerRe Ltd. (total shareholders’ equity less noncontrolling interests and the aggregate liquidation value of preferred shares) less goodwill and intangible assets, net of tax, divided by the weighted average number of common shares and common share equivalents outstanding (assuming exercise of all stock-based awards and other dilutive securities). The presentation of Diluted Tangible Book Value per Share is a non-GAAP financial measure within the meaning of Regulation G. See Key Financial Measures in Item 7 of Part II of this report for a detailed discussion of the measures used by the Company to evaluate its financial performance.
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
Year ended December 31,
|
|
Total
|
||
2015
|
|
$
|
(297
|
)
|
2014
|
|
372
|
|
|
2013
|
|
(161
|
)
|
2015
|
|
North America
|
|
Global (Non-U.S.) P&C
|
|
Global Specialty
|
|
Catastrophe
|
|
Total Non-life segment
|
|
Life and Health segment
|
|
Corporate and Other
|
|
Total
(1)
|
||||||||||||||||
Net losses and loss expenses and life policy benefits
|
|
$
|
3
|
|
|
$
|
18
|
|
|
$
|
22
|
|
|
$
|
16
|
|
|
$
|
59
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
59
|
|
Reinstatement premiums
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Impact on technical result and pre-tax net income
|
|
$
|
3
|
|
|
$
|
18
|
|
|
$
|
22
|
|
|
$
|
16
|
|
|
$
|
59
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
59
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Impact on the loss ratio
|
|
0.2
|
%
|
|
2.7
|
%
|
|
1.4
|
%
|
|
5.6
|
%
|
|
1.5
|
%
|
|
|
|
|
|
|
|||||||||||
Impact on the technical ratio
|
|
0.2
|
%
|
|
2.7
|
%
|
|
1.4
|
%
|
|
5.6
|
%
|
|
1.5
|
%
|
|
|
|
|
|
|
|||||||||||
Impact on the combined ratio
|
|
|
|
|
|
|
|
|
|
1.5
|
%
|
|
|
|
|
|
|
|
(1)
|
Large losses of $59 million related to the Tianjin Explosion, net of any reinsurance.
|
2013
|
|
North America
|
|
Global (Non-U.S.) P&C
|
|
Global Specialty
|
|
Catastrophe
|
|
Total Non-life segment
|
|
Life and Health segment
|
|
Corporate and Other
|
|
Total
|
||||||||||||||||
Net losses and loss expenses and life policy benefits
|
|
$
|
14
|
|
|
$
|
11
|
|
|
$
|
15
|
|
|
$
|
115
|
|
|
$
|
155
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
155
|
|
Reinstatement premiums
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
|
(13
|
)
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
||||||||
Impact on technical result and pre-tax net income
|
|
$
|
14
|
|
|
$
|
11
|
|
|
$
|
15
|
|
|
$
|
102
|
|
|
$
|
142
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
142
|
|
Impact on the loss ratio
|
|
0.9
|
%
|
|
1.5
|
%
|
|
1.0
|
%
|
|
25.0
|
%
|
|
3.5
|
%
|
|
|
|
|
|
|
|||||||||||
Impact on the technical ratio
|
|
0.9
|
%
|
|
1.5
|
%
|
|
1.0
|
%
|
|
25.0
|
%
|
|
3.4
|
%
|
|
|
|
|
|
|
|||||||||||
Impact on the combined ratio
|
|
|
|
|
|
|
|
|
|
3.4
|
%
|
|
|
|
|
|
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
2013
|
|
Total
(1)
|
||||||||||||||||||||||||||||||
German Hailstorm
|
|
$
|
58
|
|
||||||||||||||||||||||||||||
Alberta Floods
|
|
48
|
|
|||||||||||||||||||||||||||||
European Floods
|
|
36
|
|
|||||||||||||||||||||||||||||
Impact on pre-tax net income
|
|
$
|
142
|
|
|
(1)
|
Large catastrophic losses are shown net of any reinsurance, reinstatement premiums and profit commissions.
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net income
|
$
|
107
|
|
|
$
|
1,068
|
|
|
$
|
673
|
|
Net income attributable to noncontrolling interests
|
(3
|
)
|
|
(13
|
)
|
|
(9
|
)
|
|||
Net income attributable to PartnerRe Ltd.
|
104
|
|
|
1,055
|
|
|
664
|
|
|||
Less:
|
|
|
|
|
|
||||||
Preferred dividends
|
57
|
|
|
57
|
|
|
58
|
|
|||
Loss on redemption of preferred shares
|
—
|
|
|
—
|
|
|
9
|
|
|||
Net income attributable to PartnerRe Ltd. common shareholders
|
$
|
47
|
|
|
$
|
998
|
|
|
$
|
597
|
|
Diluted net income per share attributable to PartnerRe Ltd. common shareholders
|
$
|
0.97
|
|
|
$
|
19.51
|
|
|
$
|
10.58
|
|
•
|
an increase in pre-tax net realized and unrealized investment losses of
$669 million
, as described in Volatility in Capital Markets above;
|
•
|
an increase in other expenses of
$341 million
, which was primarily related to the AXIS Termination Fee, Transaction Costs and costs related to the Presidio Earn-out Agreement, as described in Other Expenses above;
|
•
|
an increase in net foreign exchange losses of
$27 million
, primarily due to the impact of the strengthening of the U.S. dollar on certain unhedged non-U.S. denominated investment portfolios; and
|
•
|
a decrease in net investment income of
$30 million
, mainly due to the strengthening of the U.S. dollar against most major currencies and lower dividend income; partially offset by
|
•
|
a decrease in income tax expense of
$159 million
, which was primarily related to the increase in net realized and unrealized investment losses.
|
•
|
an increase in pre-tax net realized and unrealized investment gains of $533 million; and
|
•
|
a decrease in other expenses of $50 million; partially offset by
|
•
|
an increase in income tax expense of $190 million, which was primarily related to the increase in pre-tax
net realized and unrealized investment gains
.
|
|
|
December 31, 2015
|
|
December 31, 2014
|
|||||||
Diluted tangible book value per common share and common share equivalents outstanding
(1)
|
|
$
|
111.93
|
|
|
$
|
114.76
|
|
|||
Growth in diluted tangible book value per common share and common share equivalents outstanding plus dividends
(2)
|
|
—
|
%
|
|
|
||||||
|
|
|
|
|
|
||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Operating earnings attributable to PartnerRe Ltd. common shareholders (in millions of U.S. dollars)
(3)
|
$
|
658
|
|
|
$
|
755
|
|
|
$
|
722
|
|
Diluted operating earnings per common share and common share equivalents outstanding attributable to PartnerRe Ltd. common shareholders
(3)
|
$
|
13.45
|
|
|
$
|
14.76
|
|
|
$
|
12.79
|
|
Operating return on beginning diluted book value per common share and common share equivalents outstanding
(4)
|
10.7
|
%
|
|
13.5
|
%
|
|
12.7
|
%
|
|||
Combined ratio
(5)
|
85.6
|
%
|
|
86.2
|
%
|
|
85.3
|
%
|
|
(1)
|
Diluted tangible book value per common share and common share equivalents outstanding (Diluted Tangible Book Value per Share) is calculated using common shareholders’ equity attributable to PartnerRe Ltd. (total shareholders’ equity less noncontrolling interests and the aggregate liquidation value of preferred shares) less goodwill and intangible assets, net of tax, divided by the number of common shares and common share equivalents outstanding (assuming exercise of all stock-based awards and other dilutive securities). The presentation of Diluted Tangible Book Value per Share is a non-GAAP financial measure within the meaning of Regulation G (see Comment on Non-GAAP Measures below) and is reconciled to the most directly comparable GAAP financial measure below.
|
(2)
|
Growth in diluted tangible book value per common share and common share equivalents outstanding plus dividends (growth in Diluted Tangible Book Value per Share plus dividends) is calculated using Diluted Tangible Book Value per Share plus dividends per common share divided by Diluted Tangible Book Value per Share at the beginning of the year. The presentation of growth in Diluted Tangible Book Value per Share plus dividends is a non-GAAP financial measure within the meaning of Regulation G (see Comment on Non-GAAP Measures below) and is reconciled to the most directly comparable GAAP financial measure below.
|
(3)
|
Operating earnings or loss attributable to PartnerRe Ltd. common shareholders (operating earnings or loss) is calculated as net income or loss attributable to PartnerRe Ltd. common shareholders excluding net realized and unrealized gains or losses on investments, net of tax (except where the Company has made a strategic investment in an insurance or reinsurance related investee), net foreign exchange gains or losses, net of tax, loss on redemption of preferred shares, the interest in earnings or losses of equity method investments, net of tax (except where the Company has made a strategic investment in an insurance or reinsurance related investee and where the Company does not control the investee’s activities), certain withholding taxes on inter-company dividends (included in Other expenses) and the AXIS Termination Fee (included in Other expenses) and is calculated after preferred dividends. Operating earnings or loss per common share and common share equivalent outstanding (diluted operating earnings or loss per share) are calculated using operating earnings or loss for the period divided by the weighted average number of common shares and common share equivalents outstanding. The presentation of operating earnings or loss and diluted operating earnings or loss per share are non-GAAP financial
|
(4)
|
Operating return on beginning diluted book value per common share and common share equivalents outstanding (Operating ROE) is calculated using operating earnings or loss, as defined above, per diluted common share and common share equivalents outstanding, divided by diluted book value per common share and common share equivalents outstanding as of the beginning of the year, as defined above. The presentation of Operating ROE is a non-GAAP financial measure within the meaning of Regulation G (see Comment on Non-GAAP Measures below) and is reconciled to the most directly comparable GAAP financial measure below.
|
(5)
|
The combined ratio of the Non-life segment is calculated as the sum of the technical ratio (losses and loss expenses and acquisition costs divided by net premiums earned) and the other expense ratio (other expenses divided by net premiums earned).
|
|
December 31, 2015
|
|
December 31, 2014
|
||||
Diluted tangible book value per share
|
$
|
111.93
|
|
|
$
|
114.76
|
|
Dividends declared per common share during the year ended December 31, 2015
|
2.80
|
|
|
|
|||
Diluted tangible book value per share plus dividends
|
$
|
114.73
|
|
|
|
||
Growth in diluted tangible book value per share plus dividends
|
—
|
%
|
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||
Diluted book value per common share and common share equivalents outstanding
(1)
|
$
|
123.05
|
|
|
$
|
126.21
|
|
Less: goodwill and other intangible assets, net of tax, per share
|
11.12
|
|
|
11.45
|
|
||
Diluted tangible book value per share
|
$
|
111.93
|
|
|
$
|
114.76
|
|
|
(1)
|
Diluted book value per common share and common share equivalents outstanding (Diluted Book Value per Share) is calculated using common shareholders’ equity attributable to PartnerRe Ltd. (total shareholders’ equity less noncontrolling interests and the aggregate liquidation value of preferred shares) divided by the number of common shares and common share equivalents outstanding (assuming exercise of all stock-based awards and other dilutive securities).
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net income attributable to PartnerRe Ltd.
|
$
|
104
|
|
|
$
|
1,055
|
|
|
$
|
664
|
|
Less:
|
|
|
|
|
|
||||||
Net realized and unrealized investment (losses) gains, net of tax
|
(262
|
)
|
|
286
|
|
|
(127
|
)
|
|||
Net foreign exchange (losses) gains, net of tax
|
(40
|
)
|
|
(46
|
)
|
|
2
|
|
|||
Interest in earnings of equity method investments, net of tax
|
6
|
|
|
9
|
|
|
9
|
|
|||
AXIS Termination Fee
|
(315
|
)
|
|
—
|
|
|
—
|
|
|||
Withholding tax on inter-company dividends, net of tax
|
—
|
|
|
(6
|
)
|
|
—
|
|
|||
Dividends to preferred shareholders
|
57
|
|
|
57
|
|
|
58
|
|
|||
Operating earnings attributable to PartnerRe Ltd. common shareholders
|
$
|
658
|
|
|
$
|
755
|
|
|
$
|
722
|
|
|
|
|
|
|
|
||||||
Per diluted share:
|
|
|
|
|
|
||||||
Net income attributable to PartnerRe Ltd. common shareholders
|
$
|
0.97
|
|
|
$
|
19.51
|
|
|
$
|
10.58
|
|
Less:
|
|
|
|
|
|
||||||
Net realized and unrealized investment (losses) gains, net of tax
|
(5.34
|
)
|
|
5.60
|
|
|
(2.25
|
)
|
|||
Net foreign exchange (losses) gains, net of tax
|
(0.82
|
)
|
|
(0.90
|
)
|
|
0.04
|
|
|||
Interest in earnings of equity method investments, net of tax
|
0.12
|
|
|
0.17
|
|
|
0.16
|
|
|||
AXIS Termination Fee
|
(6.44
|
)
|
|
—
|
|
|
—
|
|
|||
Withholding tax on inter-company dividends, net of tax
|
—
|
|
|
(0.12
|
)
|
|
—
|
|
|||
Loss on redemption of preferred shares
|
—
|
|
|
—
|
|
|
(0.16
|
)
|
|||
Operating earnings attributable to PartnerRe Ltd. common shareholders
|
$
|
13.45
|
|
|
$
|
14.76
|
|
|
$
|
12.79
|
|
|
2015
|
|
2014
|
|
2013
|
|||
Return on beginning diluted book value per common share calculated with net income per share attributable to common shareholders
|
0.8
|
%
|
|
17.9
|
%
|
|
10.5
|
%
|
Less:
|
|
|
|
|
|
|||
Net realized and unrealized investment (losses) gains, net of tax, on beginning diluted book value per common share
|
(4.2
|
)
|
|
5.1
|
|
|
(2.2
|
)
|
Net foreign exchange (losses) gains, net of tax, on beginning diluted book value per common share
|
(0.7
|
)
|
|
(0.8
|
)
|
|
—
|
|
Net interest in earnings of equity method investments, net of tax, on beginning diluted book value per common share
|
0.1
|
|
|
0.2
|
|
|
0.2
|
|
AXIS Termination Fee
|
(5.1
|
)
|
|
—
|
|
|
—
|
|
Withholding tax on inter-company dividends, net of tax, on beginning diluted book value per common share
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
Loss on redemption of preferred shares, on beginning diluted book value per common share
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
Operating return on beginning diluted book value per common share
|
10.7
|
%
|
|
13.5
|
%
|
|
12.7
|
%
|
Reserving line
|
|
Non-life sub-segment
|
|
Immature Underwriting Years
|
|
Mature Underwriting Years
|
Agriculture
|
|
North America and
Global Specialty
|
|
ELR / Reported B-F / Paid B-F / Reported CL
|
|
Reported B-F / Reported CL
|
Aviation / Space
|
|
Global Specialty
|
|
ELR / Reported B-F
|
|
Reported B-F / Reported CL
|
Casualty
|
|
North America
|
|
ELR
|
|
Reported B-F / Reported CL
|
Casualty / Specialty Casualty
|
|
Global (Non-U.S.) P&C and
Global Specialty
|
|
ELR / Reported B-F
|
|
Reported B-F / Reported CL
|
Catastrophe
|
|
Catastrophe
|
|
ELR based on exposure analysis /
Loss event specific
|
|
Loss event specific
|
Credit / Surety
|
|
North America and
Global Specialty
|
|
ELR / Reported B-F / Paid B-F
|
|
Reported B-F / Reported CL
|
Energy Onshore
|
|
Global Specialty
|
|
ELR / Reported B-F
|
|
Reported CL / Reported B-F
|
Engineering
|
|
Global Specialty
|
|
ELR / Reported B-F
|
|
Reported B-F / Reported CL
|
Marine / Energy Offshore
|
|
Global Specialty
|
|
Reported B-F / ELR
|
|
Reported B-F / Reported CL
|
Motor
|
|
North America
|
|
ELR / Reported B-F
|
|
Reported B-F
|
Motor—Non-proportional
|
|
Global (Non-U.S.) P&C
|
|
ELR / Reported B-F / Paid B-F
|
|
Reported B-F / Reported CL / Paid B-F
|
Motor—Proportional
|
|
Global (Non-U.S.) P&C
|
|
ELR / Reported B-F / Paid B-F
|
|
Reported B-F / Reported CL / Paid B-F
|
Multiline
|
|
North America and Global Specialty
|
|
ELR / Reported B-F
|
|
Reported B-F
|
Property
|
|
North America
|
|
Reported B-F / ELR
|
|
Reported B-F / Loss event specific / Reported CL
|
Property / Specialty Property
|
|
Global (Non-U.S.) P&C and
Global Specialty
|
|
ELR / Reported B-F / Paid B-F
|
|
Reported CL / Reported B-F / Paid B-F
|
Other
|
|
North America, Global (Non-U.S.) P&C and Global Specialty
|
|
Periodic actuarial studies
|
|
Periodic actuarial studies
|
•
|
the loss development factors used to form an expectation of the evolution of reported and paid claims for several years following the inception of the underwriting year. These are often derived by examining the Company’s data after due consideration of the underlying factors listed below. In some cases, where the Company lacks sufficient volume to have statistical credibility, external benchmarks are used to supplement the Company’s data;
|
•
|
the tail factors used to reflect development of paid and reported losses after several years have elapsed since the inception of the underwriting year;
|
•
|
the
a priori
loss ratios used as inputs in the B-F methods; and
|
•
|
the selected loss ratios used as inputs in the Expected Loss Ratio method.
|
Reserving lines selected assumptions
|
|
Higher
a priori
loss ratios
|
|
Higher loss
development
factors
|
|
Higher tail
factors
(1)
|
|
Lower
a priori
loss ratios
|
|
Lower loss
development
factors
|
|
Lower tail
factors
(1)
|
||||||||
Agriculture
|
|
5
|
points
|
|
3
|
months
|
|
2
|
%
|
|
(5
|
)
|
points
|
|
(3
|
)
|
months
|
|
(2
|
)%
|
Aviation / Space
|
|
5
|
|
|
3
|
|
|
5
|
|
|
(5
|
)
|
|
|
(3
|
)
|
|
|
(5
|
)
|
Casualty / Specialty Casualty
|
|
10
|
|
|
6
|
|
|
10
|
|
|
(10
|
)
|
|
|
(6
|
)
|
|
|
(10
|
)
|
Catastrophe
|
|
5
|
|
|
3
|
|
|
2
|
|
|
(5
|
)
|
|
|
(3
|
)
|
|
|
(2
|
)
|
Credit / Surety
|
|
5
|
|
|
3
|
|
|
2
|
|
|
(5
|
)
|
|
|
(3
|
)
|
|
|
(2
|
)
|
Energy Onshore
|
|
5
|
|
|
3
|
|
|
2
|
|
|
(5
|
)
|
|
|
(3
|
)
|
|
|
(2
|
)
|
Engineering
|
|
10
|
|
|
6
|
|
|
5
|
|
|
(10
|
)
|
|
|
(6
|
)
|
|
|
(5
|
)
|
Marine / Energy Offshore
|
|
5
|
|
|
3
|
|
|
5
|
|
|
(5
|
)
|
|
|
(3
|
)
|
|
|
(5
|
)
|
Motor—North America business
|
|
5
|
|
|
3
|
|
|
2
|
|
|
(5
|
)
|
|
|
(3
|
)
|
|
|
(2
|
)
|
Motor—Non-U.S. Non-proportional business
|
|
10
|
|
|
12
|
|
|
10
|
|
|
(10
|
)
|
|
|
(12
|
)
|
|
|
(10
|
)
|
Motor—Non-U.S. Proportional business
|
|
5
|
|
|
3
|
|
|
2
|
|
|
(5
|
)
|
|
|
(3
|
)
|
|
|
(2
|
)
|
Multiline
|
|
5
|
|
|
6
|
|
|
5
|
|
|
(5
|
)
|
|
|
(6
|
)
|
|
|
(5
|
)
|
Property / Specialty Property
|
|
5
|
|
|
3
|
|
|
2
|
|
|
(5
|
)
|
|
|
(3
|
)
|
|
|
(2
|
)
|
Reserving lines selected sensitivity
(in millions of U.S. dollars)
|
|
Higher
a priori
loss ratios
|
|
Higher loss
development
factors
|
|
Higher tail
factors
(1)
|
|
Lower
a priori
loss ratios
|
|
Lower loss
development
factors
|
|
Lower tail
factors
(1)
|
||||||||||||
Agriculture
|
|
$
|
30
|
|
|
$
|
15
|
|
|
$
|
—
|
|
|
$
|
(30
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Aviation / Space
|
|
20
|
|
|
25
|
|
|
5
|
|
|
(20
|
)
|
|
(10
|
)
|
|
(5
|
)
|
||||||
Casualty / Specialty Casualty
|
|
370
|
|
|
95
|
|
|
265
|
|
|
(370
|
)
|
|
(55
|
)
|
|
(235
|
)
|
||||||
Catastrophe
|
|
5
|
|
|
5
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
||||||
Credit / Surety
|
|
25
|
|
|
25
|
|
|
5
|
|
|
(25
|
)
|
|
(10
|
)
|
|
(5
|
)
|
||||||
Energy Onshore
|
|
5
|
|
|
15
|
|
|
—
|
|
|
(5
|
)
|
|
(5
|
)
|
|
—
|
|
||||||
Engineering
|
|
40
|
|
|
30
|
|
|
55
|
|
|
(40
|
)
|
|
(20
|
)
|
|
(35
|
)
|
||||||
Marine / Energy Offshore
|
|
20
|
|
|
40
|
|
|
—
|
|
|
(20
|
)
|
|
(15
|
)
|
|
—
|
|
||||||
Motor—North America business
|
|
5
|
|
|
5
|
|
|
10
|
|
|
(5
|
)
|
|
(5
|
)
|
|
(5
|
)
|
||||||
Motor—Non-U.S. Non-proportional business
|
|
35
|
|
|
15
|
|
|
50
|
|
|
(35
|
)
|
|
(10
|
)
|
|
(50
|
)
|
||||||
Motor—Non-U.S. Proportional business
|
|
20
|
|
|
15
|
|
|
5
|
|
|
(20
|
)
|
|
(5
|
)
|
|
(5
|
)
|
||||||
Multiline
|
|
25
|
|
|
20
|
|
|
30
|
|
|
(20
|
)
|
|
(10
|
)
|
|
(20
|
)
|
||||||
Property / Specialty Property
|
|
35
|
|
|
75
|
|
|
5
|
|
|
(35
|
)
|
|
(25
|
)
|
|
—
|
|
|
(1)
|
Tail factors are defined as aggregate development factors after 10 years from the inception of an underwriting year.
|
•
|
the cedant’s business practices will proceed as in the past with no material changes either in submission of accounts or cash flows;
|
•
|
any internal delays in processing accounts received by the cedant are not materially different from that experienced historically, and hence the implicit reserving allowance made in loss reserves through the methods continues to be appropriate;
|
•
|
case reserve reporting practices, particularly the methodologies used to establish and report case reserves, are unchanged from historical practices;
|
•
|
the Company’s internal claim practices, particularly the level and extent of use of ACRs are unchanged;
|
•
|
historical levels of claim inflation can be projected into the future and will have no material effect on either the acceleration or deceleration of claim reporting and payment patterns;
|
•
|
the selection of reserving cells results in homogeneous and credible future expectations for all business in the cell and any changes in underlying treaty terms are either reflected in cell selection or explicitly allowed in the selection of trends;
|
•
|
in cases where benchmarks are used, they are derived from the experience of similar business; and
|
•
|
the Company can form a credible initial expectation of the ultimate loss ratio of recent underwriting years through a review of pricing information, supplemented by qualitative information on market events.
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net Non-life prior year favorable loss development:
|
|
|
|
|
|
|
||||||
North America
|
|
$
|
284
|
|
|
$
|
251
|
|
|
$
|
223
|
|
Global (Non-U.S.) P&C
|
|
97
|
|
|
134
|
|
|
180
|
|
|||
Global Specialty
|
|
434
|
|
|
258
|
|
|
227
|
|
|||
Catastrophe
|
|
16
|
|
|
17
|
|
|
91
|
|
|||
Total net Non-life prior year favorable loss development
|
|
$
|
831
|
|
|
$
|
660
|
|
|
$
|
721
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net Non-life prior year favorable (adverse) loss development:
|
|
|
|
|
|
|
||||||
Net prior year loss development due to changes in premiums
(1)
|
|
$
|
24
|
|
|
$
|
(38
|
)
|
|
$
|
(71
|
)
|
Net prior year loss development due to all other factors
(2)
|
|
807
|
|
|
698
|
|
|
792
|
|
|||
Total net Non-life prior year favorable loss development
|
|
$
|
831
|
|
|
$
|
660
|
|
|
$
|
721
|
|
|
(1)
|
Net prior year loss development due to changes in premiums includes, but it is not limited to, the impact to prior years’ reserves associated with decreases (increases) in the estimated or actual premium exposure reported by cedants.
|
(2)
|
Net prior year loss development due to all other factors includes, but is not limited to, loss experience, changes in assumptions and changes in methodology.
|
Reserving lines
|
|
Net favorable
prior year
loss
development
|
||
Agriculture
|
|
$
|
20
|
|
Aviation / Space
|
|
63
|
|
|
Casualty / Specialty Casualty
|
|
314
|
|
|
Catastrophe
|
|
16
|
|
|
Credit / Surety
|
|
64
|
|
|
Energy Onshore
|
|
52
|
|
|
Engineering
|
|
38
|
|
|
Marine / Energy Offshore
|
|
114
|
|
|
Motor—North America business
|
|
10
|
|
|
Motor—Non-U.S. Non-proportional business
|
|
29
|
|
|
Motor—Non-U.S. Proportional business
|
|
(5
|
)
|
|
Multiline
|
|
13
|
|
|
Property / Specialty Property
|
|
104
|
|
|
Other
|
|
(1
|
)
|
|
Total net Non-life prior year favorable loss development
|
|
$
|
831
|
|
•
|
Agriculture:
Aggregate losses reported in 2015 for North America business and Global Specialty business were close to expectations, which resulted in insignificant changes in loss ratios.
|
•
|
Aviation / Space
: Aggregate losses reported in 2015 were significantly lower than the Company’s expectations. The Company reflected this experience by selecting lower loss ratios for underwriting years 2014 and prior.
|
•
|
Casualty / Specialty Casualty
: Aggregate losses reported in 2015 for North America business were below the Company’s expectations as losses for most underwriting years continue to emerge below expectations. Aggregate losses reported in 2015 for both Global (Non-U.S.) P&C and Global Specialty sub-segments were below the Company’s expectations for most prior underwriting years. The Company reflected this experience by reducing the selected loss ratios for these underwriting years.
|
•
|
Catastrophe
: In aggregate, the Company has recorded reductions in ultimate loss estimates during 2015 for a number of prior year loss events across several underwriting years to reflect lower loss emergence. This was partially offset by an increase in the loss estimates for the 2010 New Zealand Earthquake during 2015.
|
•
|
Credit / Surety
: Aggregate losses reported in 2015 were lower than expected for the Company’s Global Specialty credit /surety business for most underwriting years, which led the Company to reduce its loss ratios accordingly. Aggregate losses reported in 2015 were close to expected for the North America credit/surety business for most underwriting years. However, losses reported in 2015 for the underwriting year 2013 were lower than expected, giving rise in aggregate to a modest level of favorable development.
|
•
|
Energy Onshore
: Aggregate losses reported in 2015 were significantly lower than expected across most underwriting years. The Company reflected this experience by reducing its loss ratios for these underwriting years.
|
•
|
Engineering:
Aggregate losses reported in 2015 were significantly lower than the Company’s expectations. The Company reflected this experience by selecting lower loss ratios for underwriting years 2014 and prior.
|
•
|
Marine / Energy Offshore
: Aggregate losses reported in 2015 were significantly lower than expected across all underwriting years for both the marine and energy offshore businesses. The Company reduced its loss ratios for these underwriting years to reflect the lower than expected loss emergence.
|
•
|
Motor:
|
•
|
Non-U.S. Non-proportional:
Aggregate losses reported in 2015 for the Global (Non-U.S.) P&C motor non-proportional line were lower than expected across underwriting years 2013 and prior, resulting in the Company reducing its loss ratios for these underwriting years.
|
•
|
Non-U.S. Proportional
: Aggregate losses reported in 2015 for the Global (Non-U.S.) P&C motor proportional line were lower than expected, however, the Company has strengthened the reserves on a number of large European treaties in underwriting years 2013 and 2014 to reflect additional information received from cedants not yet included within the reported losses.
|
•
|
North America
: Aggregate losses reported in 2015 for the North America motor line were lower than expected primarily from underwriting years 2011 and prior, resulting in the Company decreasing its loss ratios for these underwriting years.
|
•
|
Multiline:
Aggregate losses reported in 2015 were lower than expected across most underwriting years for the North America business, resulting in the Company reducing its loss ratios for these underwriting years. Aggregate losses reported in 2015 for the Global Specialty business were close to expectations, which resulted in insignificant changes in loss ratios.
|
•
|
Property / Specialty Property
: Aggregate reported losses in 2015 were significantly lower than expected for Global (Non-U.S.) P&C, Global Specialty and North America property lines of business, driven by loss activity related to large property events and attritional property losses primarily from underwriting year 2013 for Global exposures and underwriting years 2012 and prior for North America exposures. The Company reflected this experience by reducing its loss ratios for these underwriting years.
|
Reserving lines
|
|
Case reserves
|
|
ACRs
|
|
IBNR
reserves
|
|
Total gross
loss reserves
recorded
|
|
Ceded loss
reserves
|
|
Total net
loss reserves
recorded
|
||||||||||||
Agriculture
|
|
$
|
39
|
|
|
$
|
1
|
|
|
$
|
464
|
|
|
$
|
504
|
|
|
$
|
(29
|
)
|
|
$
|
475
|
|
Aviation / Space
|
|
237
|
|
|
12
|
|
|
169
|
|
|
418
|
|
|
(38
|
)
|
|
380
|
|
||||||
Casualty / Specialty Casualty
|
|
1,223
|
|
|
115
|
|
|
2,435
|
|
|
3,773
|
|
|
(24
|
)
|
|
3,749
|
|
||||||
Catastrophe
|
|
200
|
|
|
30
|
|
|
103
|
|
|
333
|
|
|
(30
|
)
|
|
303
|
|
||||||
Credit / Surety
|
|
203
|
|
|
(2
|
)
|
|
217
|
|
|
418
|
|
|
(6
|
)
|
|
412
|
|
||||||
Energy Onshore
|
|
67
|
|
|
—
|
|
|
68
|
|
|
135
|
|
|
(1
|
)
|
|
134
|
|
||||||
Engineering
|
|
250
|
|
|
—
|
|
|
235
|
|
|
485
|
|
|
(7
|
)
|
|
478
|
|
||||||
Marine / Energy Offshore
|
|
286
|
|
|
12
|
|
|
312
|
|
|
610
|
|
|
(43
|
)
|
|
567
|
|
||||||
Motor—North America business
|
|
63
|
|
|
1
|
|
|
89
|
|
|
153
|
|
|
—
|
|
|
153
|
|
||||||
Motor—Non-U.S. Non-proportional business
|
|
374
|
|
|
2
|
|
|
298
|
|
|
674
|
|
|
(5
|
)
|
|
669
|
|
||||||
Motor—Non-U.S. Proportional business
|
|
160
|
|
|
2
|
|
|
127
|
|
|
289
|
|
|
(3
|
)
|
|
286
|
|
||||||
Multiline
|
|
82
|
|
|
9
|
|
|
274
|
|
|
365
|
|
|
—
|
|
|
365
|
|
||||||
Property / Specialty Property
|
|
532
|
|
|
8
|
|
|
368
|
|
|
908
|
|
|
(4
|
)
|
|
904
|
|
||||||
Total Non-life reserves
|
|
$
|
3,716
|
|
|
$
|
190
|
|
|
$
|
5,159
|
|
|
$
|
9,065
|
|
|
$
|
(190
|
)
|
|
$
|
8,875
|
|
|
|
Recorded Point
Estimate
|
|
High
|
|
Low
|
||||||
2015 Net Non-life sub-segment loss reserves:
|
|
|
|
|
|
|
||||||
North America
|
|
$
|
3,096
|
|
|
$
|
3,369
|
|
|
$
|
2,509
|
|
Global (Non-U.S.) P&C
|
|
1,995
|
|
|
2,208
|
|
|
1,692
|
|
|||
Global Specialty
|
|
3,482
|
|
|
3,912
|
|
|
2,870
|
|
|||
Catastrophe
|
|
302
|
|
|
334
|
|
|
265
|
|
|||
|
|
|
|
|
|
|
||||||
2014 Net Non-life sub-segment loss reserves:
|
|
|
|
|
|
|
||||||
North America
|
|
$
|
3,289
|
|
|
$
|
3,597
|
|
|
$
|
2,610
|
|
Global (Non-U.S.) P&C
|
|
2,161
|
|
|
2,459
|
|
|
1,770
|
|
|||
Global Specialty
|
|
3,626
|
|
|
4,108
|
|
|
2,905
|
|
|||
Catastrophe
|
|
455
|
|
|
503
|
|
|
403
|
|
•
|
reinsurance of longevity, subdivided into standard and non-standard annuities primarily written in the U.K.;
|
•
|
mortality business, which includes death and disability covers (with various riders) primarily written in Continental Europe, TCI primarily written in the U.K. and Ireland, and GMDB business primarily written in Continental Europe; and
|
•
|
following the acquisition of PartnerRe Health, specialty accident and health business, including Health Maintenance Organizations (HMO) reinsurance, medical reinsurance and provider and employer excess of loss programs primarily written in the U.S.
|
•
|
Longevity:
The reserves for the annuity portfolio of reinsurance contracts within the longevity book are established in accordance with the provisions for long duration insurance contracts under U.S. GAAP. Many of these contracts subject the Company to risks arising from policyholder mortality over a period that extends beyond the periods in which premiums are collected. For long duration contracts, the Company establishes initial reserves based upon Management’s best estimate of policy benefits and includes a provision for adverse deviation. Management’s best estimate relies upon actuarial indications of future policy benefits. The provision for adverse deviation contemplates reasonable deviations from the best estimate assumptions for the key risk elements relevant to the product being evaluated, including mortality expenses, and discount rate among others, and are recorded in accordance with U.S. GAAP and applicable actuarial standards. The Company’s actuaries annually verify the current reserving assumptions in consideration of evolving experience and the actuarial indications for assumptions relating to future policy benefits, including mortality and future investment income, among others. Management makes no adjustments to recorded deferred acquisition costs or future policy benefits if the actuarial indications conclude that current recorded U.S. GAAP policy benefits are adequate. The Company establishes a premium deficiency reserve, or an increase to future policy benefits to the extent that deferred acquisition costs are insufficient to cover the premium deficiency reserve, if the actuarial indication of life policy benefits is greater than current recorded aggregate amounts for policy benefits, settlement costs, and deferred acquisition costs.
|
•
|
Mortality:
The reserves for the short-term mortality business are established in accordance with the provisions for short duration insurance contracts under U.S. GAAP. They consist of case reserves and IBNR, calculated at the treaty level based upon cedant information. The Company’s reserving methodology includes a quarterly review of actual experience against expected experience and the use of the Expected Loss Ratio method described in Losses and Loss Expenses above. Given the very short-term loss development of this portion of the portfolio, this method is considered appropriate.
|
•
|
Accident and Health:
The unpaid loss and loss expense reserves for accident and health business are established in accordance with the provisions for short duration insurance contracts under U.S. GAAP. Reserves are initially calculated
|
|
Case
reserves
|
|
IBNR
reserves
|
|
Reserves for
future policy
benefits
|
|
Total gross Life
and Health
reserves
|
|
Ceded
reserves
|
|
Total net Life
and Health
reserves
|
||||||||||||
Accident and Health
|
$
|
8
|
|
|
$
|
266
|
|
|
$
|
—
|
|
|
$
|
274
|
|
|
$
|
(40
|
)
|
|
$
|
234
|
|
Longevity
|
1
|
|
|
94
|
|
|
373
|
|
|
468
|
|
|
(3
|
)
|
|
465
|
|
||||||
Mortality
|
266
|
|
|
446
|
|
|
598
|
|
|
1,310
|
|
|
—
|
|
|
1,310
|
|
||||||
Total
|
$
|
275
|
|
|
$
|
806
|
|
|
$
|
971
|
|
|
$
|
2,052
|
|
|
$
|
(43
|
)
|
|
$
|
2,009
|
|
Reserving lines
|
|
Factors
|
|
Change
|
|
Impact on total
Life and Health reserves
|
||
Longevity
|
|
|
|
|
|
|
|
|
Standard and non-standard annuities
|
|
Mortality improvements per annum
|
|
1%
|
|
$
|
241
|
|
Mortality
|
|
|
|
|
|
|
|
|
Long-term and TCI
|
|
Mortality
|
|
10%
|
|
$
|
168
|
|
GMDB
|
|
Stock market performance
|
|
10% / -10%
|
|
$
|
(2)/2
|
|
Accident and Health
|
|
Expected loss ratio
|
|
10% / -10%
|
|
$
|
23/(23)
|
|
Non-life sub-segment
|
|
Net premiums written
|
|
Net premiums earned
|
||||
North America
|
|
$
|
20
|
|
|
$
|
27
|
|
Global (Non-U.S.) P&C
|
|
(7
|
)
|
|
(10
|
)
|
||
Global Specialty
|
|
(55
|
)
|
|
(67
|
)
|
||
Catastrophe
|
|
(21
|
)
|
|
(19
|
)
|
||
Total
|
|
$
|
(63
|
)
|
|
$
|
(69
|
)
|
|
Change
|
|
Impact on pre-tax net income
|
|
Net premiums written—Non-life proportional treaties
(1)
|
+/-5%
|
|
$
|
+/-15
|
Net premiums written—Non-life non-proportional treaties
(2)
|
+/-5%
|
|
$
|
+/-17
|
Acquisition costs—all Non-life treaties
(3)
|
+/-1%
|
|
$
|
-/+5
|
|
(1)
|
The estimate assumes that the changes in net premiums written become known at the mid-point of the risk period and is made by applying the reported technical ratio for the year ended
December 31, 2015
.
|
(2)
|
The estimate assumes that the changes in net premiums written become known at the mid-point of the risk period, there is no change in losses and loss expenses and is made by applying the reported acquisition ratio for the year ended
December 31, 2015
.
|
(3)
|
The estimate relates to all of the Company’s Non-life treaties (both proportional and non-proportional) and assumes that the changes become known at the mid-point of the risk period and also assumes there is no change in premium estimates.
|
|
|
2015
|
|
Change
|
|
Impact on net income
and net assets
|
|||||
Deferred tax asset
|
|
$
|
164
|
|
|
(10
|
)%
|
|
$
|
(16
|
)
|
Unrecognized tax benefit related to uncertain tax positions
|
|
(24
|
)
|
|
10
|
%
|
|
(2
|
)
|
||
Net deferred tax liability
|
|
(104
|
)
|
|
10
|
%
|
|
(10
|
)
|
|
December 31, 2015
|
||
Fixed maturities
|
$
|
508
|
|
Equities
|
38
|
|
|
Other invested assets (including certain derivatives)
|
211
|
|
|
Funds held – directly managed account
|
10
|
|
|
Total
|
$
|
767
|
|
•
|
the U.S. dollar average exchange rate was stronger against most currencies in
2015
compared to
2014
and was weaker against most currencies, except the Japanese yen and Canadian dollar, in 2014 compared to 2013; and
|
•
|
the U.S. dollar ending exchange rate strengthened against most currencies at
December 31, 2015
compared to
December 31, 2014
.
|
|
2015
|
|
2014
|
|
2013
|
||||||
Underwriting result:
|
|
|
|
|
|
||||||
Non-life
|
$
|
584
|
|
|
$
|
610
|
|
|
$
|
626
|
|
Life and Health
|
35
|
|
|
13
|
|
|
12
|
|
|||
Investment result:
|
|
|
|
|
|
||||||
Net investment income
|
450
|
|
|
480
|
|
|
484
|
|
|||
Net realized and unrealized investment (losses) gains
|
(297
|
)
|
|
372
|
|
|
(161
|
)
|
|||
Interest in earnings of equity method investments
(1)
|
6
|
|
|
15
|
|
|
14
|
|
|||
Corporate and Other:
|
|
|
|
|
|
||||||
Technical result
(2)
|
—
|
|
|
—
|
|
|
8
|
|
|||
Other income
(2)
|
3
|
|
|
5
|
|
|
3
|
|
|||
Other expenses
(3)
|
(509
|
)
|
|
(130
|
)
|
|
(170
|
)
|
|||
Interest expense
|
(49
|
)
|
|
(49
|
)
|
|
(49
|
)
|
|||
Amortization of intangible assets
(4)
|
(27
|
)
|
|
(27
|
)
|
|
(27
|
)
|
|||
Net foreign exchange (losses) gains
|
(9
|
)
|
|
18
|
|
|
(18
|
)
|
|||
Income tax expense
|
(80
|
)
|
|
(239
|
)
|
|
(49
|
)
|
|||
Net income
|
$
|
107
|
|
|
$
|
1,068
|
|
|
$
|
673
|
|
|
|
(1)
|
Interest in earnings or losses of equity method investments represents the Company’s aggregate share of earnings or losses related to several private placement investments and limited partnerships within the Corporate and Other segment.
|
(2)
|
Technical result and other income primarily relate to income on insurance-linked securities and principal finance transactions within the Corporate and Other segment.
|
(3)
|
O
ther expenses for the year ended December 31, 2015 include the AXIS Termination Fee and Transaction Costs of $315 million and $63 million pre-tax, respectively. In addition, other expenses for the year ended December 31, 2015 include $25 million, pre-tax, related to the Presidio Earn-out Agreement.
|
(4)
|
Amortization of intangible assets relates to intangible assets acquired in the acquisition of Paris Re in 2009 and PartnerRe Health in 2012.
|
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||
Current accident year technical result and ratio
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Adjusted for large catastrophic losses and large losses
|
$
|
(87
|
)
|
|
99.2
|
%
|
|
$
|
199
|
|
|
95.5
|
%
|
|
$
|
303
|
|
|
92.8
|
%
|
Large catastrophic losses and large losses
(1)
|
59
|
|
|
1.5
|
|
|
—
|
|
|
—
|
|
|
(142
|
)
|
|
3.4
|
|
|||
Prior accident years technical result and ratio
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Net favorable prior year loss development
|
831
|
|
|
(20.5
|
)
|
|
660
|
|
|
(15.1
|
)
|
|
721
|
|
|
(17.0
|
)
|
|||
Technical result and ratio, as reported
|
$
|
803
|
|
|
80.2
|
%
|
|
$
|
859
|
|
|
80.4
|
%
|
|
$
|
882
|
|
|
79.2
|
%
|
Other income
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|||
Other expenses
|
(219
|
)
|
|
5.4
|
|
|
(252
|
)
|
|
5.8
|
|
|
(259
|
)
|
|
6.1
|
|
|||
Underwriting result and combined ratio, as reported
|
$
|
584
|
|
|
85.6
|
%
|
|
$
|
610
|
|
|
86.2
|
%
|
|
$
|
626
|
|
|
85.3
|
%
|
|
(1)
|
Large catastrophic losses and large losses are shown net of any related reinsurance, reinstatement premiums and profit commissions.
|
•
|
The current accident year technical result, adjusted for large losses
— a deterioration in the technical result (and corresponding increase in the technical ratio) generally reflecting increasingly competitive pricing and conditions. Specifically, the deterioration was driven by higher downward prior year premium adjustments and modestly higher loss picks in the Global Specialty and Global (Non-U.S.) P&C sub-segments, higher acquisition costs in the Global Specialty and North America sub-segments and lower net premiums earned in the Catastrophe sub-segment mainly due to the increased level of retrocessional purchases and cancellations and non-renewals. These decreases were partially offset by a modest profit recorded in the agriculture line of business related to the 2015 crop year compared to losses recorded in 2014 in the North America sub-segment.
|
•
|
Large catastrophic losses and large losses
— an increase in large losses of
$59 million
(
1.5
points on the technical ratio) related to the Tianjin Explosion in
2015
.
|
•
|
Net favorable prior year loss development
— an increase of $
171 million
from $
660 million
(
15.1
points on the technical ratio) in
2014
to $
831 million
(
20.5
points on the technical ratio) in
2015
. The increase in net favorable prior year loss development was primarily due to an increase in the Global Specialty sub-segment and, to a lesser extent, North America sub-segment. The components of the net favorable prior year loss development are described in more detail in the discussion of individual sub-segments in Results by Segment below.
|
•
|
Other expenses
— a decrease of
$33 million
(a decrease of
0.4
points in the combined ratio) from
$252 million
(
5.8
points on the combined ratio) in 2014 to
$219 million
(
5.4
points on the combined ratio) in 2015, primarily as a result of lower facilities and information technology costs, the impact of foreign exchange and lower personnel costs.
|
•
|
The current accident year technical result, adjusted for large catastrophic losses
— a decrease in the technical result (and corresponding increase in the technical ratio) primarily due to the North America, Global (Non-U.S.) P&C and Catastrophe sub-segments. These decreases were driven by higher acquisition cost ratio in the North America and Global (Non-U.S.) P&C sub-segments and a decrease in net premiums earned, which in the absence of catastrophic losses directly impacts the technical result, in the Catastrophe sub-segment.
|
•
|
Net favorable prior year loss development
— a decrease of $61 million from $721 million (17.0 points on the technical ratio) in 2013 to $660 million (15.1 points on the technical ratio) in 2014. The decrease in net favorable prior year loss development was due to decreases in the Catastrophe and Global (Non-U.S.) P&C sub-segments, which were partially offset by increases in the Global Specialty and North America sub-segments. The components of the net favorable prior year loss development are described in more detail in the discussion of individual sub-segments in Results by Segment below.
|
•
|
Large catastrophic losses
— a decrease of $142 million (decrease of 3.4 points in the technical ratio) related to the German Hailstorm, Alberta Floods and European Floods in 2013 compared to no significant catastrophic losses in 2014.
|
|
2015
|
|
2014
|
|
2013
|
||||||
Gross premiums written
|
$
|
1,604
|
|
|
$
|
1,642
|
|
|
$
|
1,601
|
|
Net premiums written
|
1,542
|
|
|
1,630
|
|
|
1,587
|
|
|||
Net premiums earned
|
$
|
1,572
|
|
|
$
|
1,597
|
|
|
$
|
1,533
|
|
Losses and loss expenses
|
(881
|
)
|
|
(1,000
|
)
|
|
(975
|
)
|
|||
Acquisition costs
|
(443
|
)
|
|
(401
|
)
|
|
(351
|
)
|
|||
Technical result
(1)
|
$
|
248
|
|
|
$
|
196
|
|
|
$
|
207
|
|
Loss ratio
(2)
|
56.0
|
%
|
|
62.6
|
%
|
|
63.6
|
%
|
|||
Acquisition ratio
(3)
|
28.2
|
|
|
25.1
|
|
|
22.9
|
|
|||
Technical ratio
(4)
|
84.2
|
%
|
|
87.7
|
%
|
|
86.5
|
%
|
|
(1)
|
Technical result is defined as net premiums earned less losses and loss expenses and acquisition costs.
|
(2)
|
Loss ratio is obtained by dividing losses and loss expenses by net premiums earned.
|
(3)
|
Acquisition ratio is obtained by dividing acquisition costs by net premiums earned.
|
(4)
|
Technical ratio is defined as the sum of the loss ratio and the acquisition ratio
.
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||||||||||||||||||||||||||
|
Net premiums
written |
|
Net premiums
earned |
|
Net premiums
written |
|
Net premiums
earned |
|
Net premiums
written |
|
Net premiums
earned |
||||||||||||||||||||||||||||||
Agriculture
|
$
|
425
|
|
|
28
|
%
|
|
$
|
424
|
|
|
27
|
%
|
|
$
|
452
|
|
|
28
|
%
|
|
$
|
452
|
|
|
28
|
%
|
|
$
|
478
|
|
|
30
|
%
|
|
$
|
478
|
|
|
31
|
%
|
Casualty
|
568
|
|
|
37
|
|
|
577
|
|
|
37
|
|
|
606
|
|
|
37
|
|
|
589
|
|
|
37
|
|
|
588
|
|
|
37
|
|
|
564
|
|
|
37
|
|
||||||
Credit/Surety
|
87
|
|
|
6
|
|
|
98
|
|
|
6
|
|
|
112
|
|
|
7
|
|
|
103
|
|
|
6
|
|
|
54
|
|
|
3
|
|
|
48
|
|
|
3
|
|
||||||
Motor
|
68
|
|
|
4
|
|
|
76
|
|
|
5
|
|
|
76
|
|
|
4
|
|
|
72
|
|
|
5
|
|
|
58
|
|
|
4
|
|
|
49
|
|
|
3
|
|
||||||
Multiline
|
130
|
|
|
8
|
|
|
123
|
|
|
8
|
|
|
126
|
|
|
8
|
|
|
111
|
|
|
7
|
|
|
97
|
|
|
6
|
|
|
96
|
|
|
6
|
|
||||||
Property
|
203
|
|
|
13
|
|
|
227
|
|
|
14
|
|
|
223
|
|
|
14
|
|
|
226
|
|
|
14
|
|
|
241
|
|
|
15
|
|
|
235
|
|
|
16
|
|
||||||
Other
|
61
|
|
|
4
|
|
|
47
|
|
|
3
|
|
|
35
|
|
|
2
|
|
|
44
|
|
|
3
|
|
|
71
|
|
|
5
|
|
|
63
|
|
|
4
|
|
||||||
Total
|
$
|
1,542
|
|
|
100
|
%
|
|
$
|
1,572
|
|
|
100
|
%
|
|
$
|
1,630
|
|
|
100
|
%
|
|
$
|
1,597
|
|
|
100
|
%
|
|
$
|
1,587
|
|
|
100
|
%
|
|
$
|
1,533
|
|
|
100
|
%
|
2015 compared to 2014
|
|
Gross premiums
written
|
|
Net premiums
written
|
|
Net premiums
earned
|
|||
Decrease in original currency
|
|
(2
|
)%
|
|
(5
|
)%
|
|
(1
|
)%
|
Foreign exchange effect
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
Decrease as reported in U.S. dollars
|
|
(2
|
)%
|
|
(5
|
)%
|
|
(2
|
)%
|
|
|
|
|
|
|
|
|||
2014 compared to 2013
|
|
|
|
|
|
|
|||
Increase in original currency
|
|
3
|
%
|
|
3
|
%
|
|
5
|
%
|
Foreign exchange effect
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
Increase as reported in U.S. dollars
|
|
3
|
%
|
|
3
|
%
|
|
4
|
%
|
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||
Current accident year technical result and ratio
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Adjusted for large catastrophic losses and large losses
|
$
|
(39
|
)
|
|
102.1
|
%
|
|
$
|
(55
|
)
|
|
103.4
|
%
|
|
$
|
(2
|
)
|
|
100.1
|
%
|
Large catastrophic losses and large losses
(1)
|
3
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
(14
|
)
|
|
0.9
|
|
|||
Prior accident years technical result and ratio
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Net favorable prior year loss development
|
284
|
|
|
(18.1
|
)
|
|
251
|
|
|
(15.7
|
)
|
|
223
|
|
|
(14.5
|
)
|
|||
Technical result and ratio, as reported
|
$
|
248
|
|
|
84.2
|
%
|
|
$
|
196
|
|
|
87.7
|
%
|
|
$
|
207
|
|
|
86.5
|
%
|
|
(1)
|
Large catastrophic losses and large losses are shown net of any related reinsurance, reinstatement premiums and profit commissions
.
|
•
|
Net favorable prior year loss development
— an increase of $
33 million
(decrease of
2.4
points in the technical ratio) from $
251 million
(
15.7
points on the technical ratio) in
2014
to $
284 million
(
18.1
points on the technical ratio) in
2015
. The net favorable loss development for prior accident years in
2015
was driven by most lines of business, predominantly the casualty line. The net favorable loss development for prior accident years in 2014 is described below.
|
•
|
The current accident year technical result, adjusted for large losses
— an improvement in the technical result (and corresponding decrease in the technical ratio) primarily due to a modest profit recorded in the agriculture line of business related to the 2015 crop year compared to losses recorded in 2014 and normal fluctuations in profitability between periods. This increase was partially offset by higher acquisition costs driven by increasingly competitive market conditions and the restructuring of a significant treaty in the credit/surety line of business.
|
•
|
The current accident year technical result, adjusted for large catastrophic losses
— a decline in the technical result (and corresponding increase in the technical ratio) mainly due to a higher acquisition cost ratio, driven by increasingly competitive conditions and pricing observed in most lines of business, losses recorded in the agriculture line of business primarily related to hailstorms impacting the 2014 crop year, and normal fluctuations in profitability between periods.
|
•
|
Net favorable prior year loss development
— an increase of $28 million (decrease of 1.2 points in the technical ratio) from $223 million (14.5 points on the technical ratio) in 2013 to $251 million (15.7 points on the technical ratio) in 2014. The net favorable loss development for prior accident years in 2014 was driven primarily by the casualty line, while the motor line experienced adverse loss development for prior accident years of $9 million. The net favorable loss development for prior accident years in 2013 was driven by most lines of business, with the casualty line being the most pronounced.
|
•
|
Large catastrophic losses
— a decrease of $14 million (decrease of 0.9 points in the technical ratio) related to the Alberta Floods in 2013 compared to no significant catastrophic losses in 2014.
|
|
2015
|
|
2014
|
|
2013
|
||||||
Gross premiums written
|
$
|
735
|
|
|
$
|
803
|
|
|
$
|
818
|
|
Net premiums written
|
726
|
|
|
794
|
|
|
811
|
|
|||
Net premiums earned
|
$
|
693
|
|
|
$
|
768
|
|
|
$
|
743
|
|
Losses and loss expenses
|
(473
|
)
|
|
(438
|
)
|
|
(373
|
)
|
|||
Acquisition costs
|
(189
|
)
|
|
(222
|
)
|
|
(196
|
)
|
|||
Technical result
|
$
|
31
|
|
|
$
|
108
|
|
|
$
|
174
|
|
Loss ratio
|
68.3
|
%
|
|
57.0
|
%
|
|
50.2
|
%
|
|||
Acquisition ratio
|
27.3
|
|
|
28.9
|
|
|
26.4
|
|
|||
Technical ratio
|
95.6
|
%
|
|
85.9
|
%
|
|
76.6
|
%
|
2015 compared to 2014
|
|
Gross premiums
written
|
|
Net premiums
written
|
|
Net premiums
earned
|
|||
Increase in original currency
|
|
2
|
%
|
|
2
|
%
|
|
2
|
%
|
Foreign exchange effect
|
|
(10
|
)
|
|
(11
|
)
|
|
(12
|
)
|
Decrease as reported in U.S. dollars
|
|
(8
|
)%
|
|
(9
|
)%
|
|
(10
|
)%
|
|
|
|
|
|
|
|
|||
2014 compared to 2013
|
|
|
|
|
|
|
|||
(Decrease) increase in original currency
|
|
(2
|
)%
|
|
(2
|
)%
|
|
4
|
%
|
Foreign exchange effect
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
(Decrease) increase as reported in U.S. dollars
|
|
(2
|
)%
|
|
(2
|
)%
|
|
3
|
%
|
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||
Current accident year technical result and ratio
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Adjusted for large catastrophic losses and large losses
|
$
|
(84
|
)
|
|
106.8
|
%
|
|
$
|
(26
|
)
|
|
103.4
|
%
|
|
$
|
5
|
|
|
99.3
|
%
|
Large catastrophic losses and large losses
(1)
|
18
|
|
|
2.7
|
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|
1.5
|
|
|||
Prior accident years technical result and ratio
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Net favorable prior year loss development
|
97
|
|
|
(13.9
|
)
|
|
134
|
|
|
(17.5
|
)
|
|
180
|
|
|
(24.2
|
)
|
|||
Technical result and ratio, as reported
|
$
|
31
|
|
|
95.6
|
%
|
|
$
|
108
|
|
|
85.9
|
%
|
|
$
|
174
|
|
|
76.6
|
%
|
|
(1)
|
Large catastrophic losses and large losses are shown net of any related reinsurance, reinstatement premiums and profit commissions
.
|
•
|
Net favorable prior year loss development
— a decrease of $
37 million
(increase of
3.6
points in the technical ratio) from $
134 million
(
17.5
points on the technical ratio) in
2014
to $
97 million
(
13.9
points on the technical ratio) in
2015
. The net favorable loss development for prior accident years in
2015
was driven by all lines of business, primarily the property line. The net favorable loss development for prior accident years in
2014
is described below.
|
•
|
The current accident year technical result, adjusted for large losses
— a deterioration in the technical result (and a corresponding increase in the technical ratio) mainly due to higher downward premium adjustments, modestly higher pricing loss picks and normal fluctuations in profitability between periods. These decreases in the technical result were partially offset by a decrease in the acquisition cost ratio, driven by favorable commission adjustments reported by cedants in the motor line of business.
|
•
|
Large losses
— an increase in large losses of
$18 million
(
2.7
points in the technical ratio) related to the Tianjin Explosion.
|
•
|
Net favorable prior year loss development
— a decrease of $46 million (increase of 6.7 points in the technical ratio) from $180 million (24.2 points on the technical ratio) in 2013 to $134 million (17.5 points on the technical ratio) in 2014. The net favorable loss development for prior accident years in 2014 and 2013 was driven by all lines of business, with the property line being the most pronounced.
|
•
|
The current accident year technical result, adjusted for large catastrophic losses
— a decline in the technical result (and a corresponding increase in the technical ratio) mainly due to an increase in the acquisition cost ratio and lower upward premium adjustments, partially offset by normal fluctuations in profitability between periods. The increase in the acquisition cost ratio was driven by favorable adjustments recorded in the property and casualty lines of business in 2013 and higher ceding commissions recorded due to the competitive market conditions in 2014.
|
•
|
Large catastrophic losses
— a decrease of $11 million (decrease of 1.5 points in the technical ratio) related to the European Floods and German Hailstorm in 2013 compared to no significant catastrophic losses in 2014.
|
|
2015
|
|
2014
|
|
2013
|
||||||
Gross premiums written
|
$
|
1,556
|
|
|
$
|
1,797
|
|
|
$
|
1,676
|
|
Net premiums written
|
1,482
|
|
|
1,696
|
|
|
1,579
|
|
|||
Net premiums earned
|
$
|
1,511
|
|
|
$
|
1,638
|
|
|
$
|
1,506
|
|
Losses and loss expenses
|
(785
|
)
|
|
(963
|
)
|
|
(920
|
)
|
|||
Acquisition costs
|
(407
|
)
|
|
(400
|
)
|
|
(362
|
)
|
|||
Technical result
|
$
|
319
|
|
|
$
|
275
|
|
|
$
|
224
|
|
Loss ratio
|
52.0
|
%
|
|
58.8
|
%
|
|
61.1
|
%
|
|||
Acquisition ratio
|
26.9
|
|
|
24.4
|
|
|
24.0
|
|
|||
Technical ratio
|
78.9
|
%
|
|
83.2
|
%
|
|
85.1
|
%
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||||||||||||||||||||||||||
|
Net premiums
written |
|
Net premiums
earned |
|
Net premiums
written |
|
Net premiums
earned |
|
Net premiums
written |
|
Net premiums
earned |
||||||||||||||||||||||||||||||
Agriculture
|
$
|
172
|
|
|
12
|
%
|
|
$
|
172
|
|
|
11
|
%
|
|
$
|
213
|
|
|
13
|
%
|
|
$
|
203
|
|
|
12
|
%
|
|
$
|
138
|
|
|
9
|
%
|
|
$
|
130
|
|
|
9
|
%
|
Aviation/
Space
|
175
|
|
|
12
|
|
|
195
|
|
|
13
|
|
|
212
|
|
|
13
|
|
|
210
|
|
|
13
|
|
|
204
|
|
|
13
|
|
|
198
|
|
|
13
|
|
||||||
Credit/
Surety
|
235
|
|
|
15
|
|
|
228
|
|
|
15
|
|
|
282
|
|
|
16
|
|
|
273
|
|
|
17
|
|
|
292
|
|
|
19
|
|
|
285
|
|
|
19
|
|
||||||
Energy
|
60
|
|
|
4
|
|
|
68
|
|
|
5
|
|
|
73
|
|
|
4
|
|
|
75
|
|
|
5
|
|
|
86
|
|
|
5
|
|
|
95
|
|
|
6
|
|
||||||
Engineering
|
151
|
|
|
10
|
|
|
156
|
|
|
10
|
|
|
169
|
|
|
10
|
|
|
185
|
|
|
11
|
|
|
221
|
|
|
14
|
|
|
212
|
|
|
14
|
|
||||||
Marine
|
197
|
|
|
13
|
|
|
228
|
|
|
15
|
|
|
284
|
|
|
17
|
|
|
292
|
|
|
18
|
|
|
306
|
|
|
19
|
|
|
299
|
|
|
20
|
|
||||||
Multiline
|
185
|
|
|
13
|
|
|
152
|
|
|
10
|
|
|
135
|
|
|
8
|
|
|
93
|
|
|
6
|
|
|
47
|
|
|
3
|
|
|
23
|
|
|
2
|
|
||||||
Specialty casualty
|
143
|
|
|
10
|
|
|
147
|
|
|
10
|
|
|
168
|
|
|
10
|
|
|
153
|
|
|
9
|
|
|
138
|
|
|
9
|
|
|
110
|
|
|
7
|
|
||||||
Specialty property
|
164
|
|
|
11
|
|
|
165
|
|
|
11
|
|
|
160
|
|
|
9
|
|
|
154
|
|
|
9
|
|
|
147
|
|
|
9
|
|
|
154
|
|
|
10
|
|
||||||
Total
|
$
|
1,482
|
|
|
100
|
%
|
|
$
|
1,511
|
|
|
100
|
%
|
|
$
|
1,696
|
|
|
100
|
%
|
|
$
|
1,638
|
|
|
100
|
%
|
|
$
|
1,579
|
|
|
100
|
%
|
|
$
|
1,506
|
|
|
100
|
%
|
2015 compared to 2014
|
|
Gross premiums
written
|
|
Net premiums
written
|
|
Net premiums
earned
|
|||
Decrease in original currency
|
|
(7
|
)%
|
|
(6
|
)%
|
|
(1
|
)%
|
Foreign exchange effect
|
|
(6
|
)
|
|
(7
|
)
|
|
(7
|
)
|
Decrease as reported in U.S. dollars
|
|
(13
|
)%
|
|
(13
|
)%
|
|
(8
|
)%
|
|
|
|
|
|
|
|
|||
2014 compared to 2013
|
|
|
|
|
|
|
|||
Increase in original currency
|
|
7
|
%
|
|
7
|
%
|
|
9
|
%
|
Foreign exchange effect
|
|
—
|
|
|
—
|
|
|
—
|
|
Increase as reported in U.S. dollars
|
|
7
|
%
|
|
7
|
%
|
|
9
|
%
|
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||
Current accident year technical result and ratio
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Adjusted for large catastrophic losses and large losses
|
$
|
(137
|
)
|
|
106.2
|
%
|
|
$
|
17
|
|
|
98.9
|
%
|
|
$
|
12
|
|
|
99.2
|
%
|
Large catastrophic losses and large losses
(1)
|
22
|
|
|
1.4
|
|
|
—
|
|
|
—
|
|
|
(15
|
)
|
|
1.0
|
|
|||
Prior accident years technical result and ratio
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Net favorable prior year loss development
|
434
|
|
|
(28.7
|
)
|
|
258
|
|
|
(15.7
|
)
|
|
227
|
|
|
(15.1
|
)
|
|||
Technical result and ratio, as reported
|
$
|
319
|
|
|
78.9
|
%
|
|
$
|
275
|
|
|
83.2
|
%
|
|
$
|
224
|
|
|
85.1
|
%
|
|
(1)
|
Large catastrophic losses and large losses are shown net of any related reinsurance, reinstatement premiums and profit commissions
.
|
•
|
Net favorable prior year loss development
— an increase of $
176 million
(a decrease of
13.0
points in the technical ratio) from $
258 million
(
15.7
points on the technical ratio) in
2014
to $
434 million
(
28.7
points on the technical ratio) in
2015
. The net favorable loss development for prior accident years in
2015
was driven by all lines of business, primarily the marine, aviation/space, specialty casualty, energy and credit/surety lines. The net favorable loss development for prior accident years in
2014
is described below.
|
•
|
The current accident year technical result, adjusted for large losses
— a deterioration in the technical result (and a corresponding increase in the technical ratio) primarily due to higher downward prior year premium adjustments, an increase in the acquisition cost ratio which was primarily driven by unfavorable adjustments recorded in the aviation/space line of business, modestly higher loss picks and normal fluctuations in profitability between periods.
|
•
|
Large losses
— an increase in large losses of
$22 million
(
1.4
points on the technical ratio) related to the Tianjin Explosion.
|
•
|
Net favorable prior year loss development
— an increase of $31 million (a decrease of 0.6 points in the technical ratio) from $227 million (15.1 points on the technical ratio) in 2013 to $258 million (15.7 points on the technical ratio) in 2014. The net favorable loss development for prior accident years in 2014 was driven by most lines of business, predominantly the marine, specialty property and aviation/space lines, while the credit/surety and engineering lines experienced combined adverse loss development for prior accident years of $26 million. The net favorable loss development for prior accident years in 2013 was driven by all lines of business, predominantly the aviation/space, marine and specialty property lines.
|
•
|
Large catastrophic losses
— a decrease of $15 million (decrease of 1.0 points in the technical ratio) related to the Alberta Floods and European Floods in 2013 compared to no large catastrophic losses in 2014.
|
•
|
The current accident year technical result, adjusted for large catastrophic losses
— a modest improvement in the technical result (and corresponding decrease in the technical ratio) primarily due to modestly higher loss picks recorded in certain lines of business in 2013, almost entirely offset by lower upward premium adjustments and normal fluctuations in profitability between periods.
|
|
2015
|
|
2014
|
|
2013
|
||||||
Gross premiums written
|
$
|
382
|
|
|
$
|
425
|
|
|
$
|
495
|
|
Net premiums written
|
272
|
|
|
380
|
|
|
450
|
|
|||
Net premiums earned
|
$
|
284
|
|
|
$
|
384
|
|
|
$
|
453
|
|
Losses and loss expenses
|
(54
|
)
|
|
(62
|
)
|
|
(132
|
)
|
|||
Acquisition costs
|
(25
|
)
|
|
(42
|
)
|
|
(44
|
)
|
|||
Technical result
|
$
|
205
|
|
|
$
|
280
|
|
|
$
|
277
|
|
Loss ratio
|
19.1
|
%
|
|
16.1
|
%
|
|
29.0
|
%
|
|||
Acquisition ratio
|
8.6
|
|
|
11.0
|
|
|
9.7
|
|
|||
Technical ratio
|
27.7
|
%
|
|
27.1
|
%
|
|
38.7
|
%
|
2015 compared to 2014
|
|
Gross premiums
written
|
|
Net premiums
written
|
|
Net premiums
earned
|
|||
Decrease in original currency
|
|
(4
|
)%
|
|
(22
|
)%
|
|
(19
|
)%
|
Foreign exchange effect
|
|
(6
|
)
|
|
(6
|
)
|
|
(7
|
)
|
Decrease as reported in U.S. dollars
|
|
(10
|
)%
|
|
(28
|
)%
|
|
(26
|
)%
|
|
|
|
|
|
|
|
|||
2014 compared to 2013
|
|
|
|
|
|
|
|||
Decrease in original currency
|
|
(13
|
)%
|
|
(15
|
)%
|
|
(14
|
)%
|
Foreign exchange effect
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
Decrease as reported in U.S. dollars
|
|
(14
|
)%
|
|
(15
|
)%
|
|
(15
|
)%
|
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||
Current accident year technical result and ratio
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Adjusted for large catastrophic losses and large losses
|
$
|
173
|
|
|
27.6
|
%
|
|
$
|
263
|
|
|
31.6
|
%
|
|
$
|
288
|
|
|
33.8
|
%
|
Large catastrophic losses and large losses
(1)
|
16
|
|
|
5.6
|
|
|
—
|
|
|
—
|
|
|
(102
|
)
|
|
25.0
|
|
|||
Prior accident years technical result and ratio
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Net favorable prior year loss development
|
16
|
|
|
(5.5
|
)
|
|
17
|
|
|
(4.5
|
)
|
|
91
|
|
|
(20.1
|
)
|
|||
Technical result and ratio, as reported
|
$
|
205
|
|
|
27.7
|
%
|
|
$
|
280
|
|
|
27.1
|
%
|
|
$
|
277
|
|
|
38.7
|
%
|
|
(1)
|
Large catastrophic losses and large losses are shown net of any related reinsurance, reinstatement premiums and profit commissions
.
|
•
|
The current accident year technical result, adjusted for large losses
— a decrease in the technical result primarily due to the impact of lower net premiums earned, as described above, and normal fluctuations in profitability between periods. These decreases in the technical result were partially offset by a lower level of mid-sized loss activity. While the current accident year technical result decreased in 2015 compared to 2014, the technical ratio also decreased primarily due to a lower level of mid-sized loss activity.
|
•
|
Large losses
— an increase in large losses of
$16 million
(
5.6
points on the technical ratio) related to the Tianjin Explosion.
|
•
|
Large catastrophic losses
— a decrease of $102 million (decrease of 25.0 points in the technical ratio) related the German Hailstorm, European Floods and Alberta Floods in 2013 compared to no significant catastrophic losses in 2014.
|
•
|
Net favorable prior year loss development
— a decrease of $74 million (increase of 15.6 points on the technical ratio) from $91 million (20.1 points on the technical ratio) in 2013 to $17 million (4.5 points on the technical ratio) in 2014. The net favorable loss development for prior accident years in 2014 is described above. The net favorable loss development for prior accident years in 2013 was primarily due to favorable loss emergence.
|
•
|
The current accident year technical result, adjusted for large catastrophic losses
— a decrease in the technical result primarily due to the impact of lower net premiums earned in 2014 compared to 2013, partially offset by a lower level of mid-sized loss activity. While the current accident year technical result decreased in 2014 compared to 2013, the technical ratio also decreased modestly primarily due to a lower level of mid-sized loss activity.
|
|
2015
|
|
2014
|
|
2013
|
||||||
Gross premiums written
|
$
|
1,271
|
|
|
$
|
1,265
|
|
|
$
|
972
|
|
Net premiums written
|
1,208
|
|
|
1,220
|
|
|
964
|
|
|||
Net premiums earned
|
$
|
1,209
|
|
|
$
|
1,222
|
|
|
$
|
957
|
|
Losses and loss expenses and life policy benefits
|
(964
|
)
|
|
(1,000
|
)
|
|
(760
|
)
|
|||
Acquisition costs
|
(153
|
)
|
|
(149
|
)
|
|
(125
|
)
|
|||
Technical result
|
$
|
92
|
|
|
$
|
73
|
|
|
$
|
72
|
|
Other income
|
6
|
|
|
8
|
|
|
11
|
|
|||
Other expenses
|
(63
|
)
|
|
(68
|
)
|
|
(71
|
)
|
|||
Net investment income
|
59
|
|
|
60
|
|
|
61
|
|
|||
Allocated underwriting result
(1)
|
$
|
94
|
|
|
$
|
73
|
|
|
$
|
73
|
|
|
2015 compared to 2014
|
|
Gross premiums
written
|
|
Net premiums
written
|
|
Net premiums
earned
|
|||
Increase in original currency
|
|
8
|
%
|
|
7
|
%
|
|
7
|
%
|
Foreign exchange effect
|
|
(8
|
)
|
|
(8
|
)
|
|
(8
|
)
|
Increase (decrease) as reported in U.S. dollars
|
|
—
|
%
|
|
(1
|
)%
|
|
(1
|
)%
|
|
|
|
|
|
|
|
|||
2014 compared to 2013
|
|
|
|
|
|
|
|||
Increase in original currency
|
|
28
|
%
|
|
24
|
%
|
|
25
|
%
|
Foreign exchange effect
|
|
2
|
|
|
3
|
|
|
3
|
|
Increase as reported in U.S. dollars
|
|
30
|
%
|
|
27
|
%
|
|
28
|
%
|
|
2015
|
|
2014
|
|
2013
|
|||
Non-life
|
|
|
|
|
|
|||
Property and casualty
|
|
|
|
|
|
|||
Casualty
|
12
|
%
|
|
12
|
%
|
|
12
|
%
|
Motor
|
7
|
|
|
7
|
|
|
7
|
|
Multiline and other
|
7
|
|
|
5
|
|
|
4
|
|
Property
|
11
|
|
|
11
|
|
|
12
|
|
Specialty
|
|
|
|
|
|
|||
Agriculture
|
11
|
|
|
12
|
|
|
11
|
|
Aviation / Space
|
4
|
|
|
4
|
|
|
4
|
|
Catastrophe
|
5
|
|
|
6
|
|
|
8
|
|
Credit / Surety
|
6
|
|
|
7
|
|
|
6
|
|
Energy
|
1
|
|
|
1
|
|
|
2
|
|
Engineering
|
3
|
|
|
3
|
|
|
4
|
|
Marine
|
4
|
|
|
5
|
|
|
6
|
|
Specialty casualty
|
3
|
|
|
3
|
|
|
3
|
|
Specialty property
|
3
|
|
|
3
|
|
|
3
|
|
Life and Health
|
23
|
|
|
21
|
|
|
18
|
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
•
|
Multiline and other: the increase in the distribution of net premiums written in 2015 compared to 2014 and 2013 was primarily driven by new business written and increased participations in the Global Specialty and the North America sub-segments.
|
•
|
Catastrophe: the decrease in the distribution of net premiums written in 2015 compared to 2014 was primarily driven by higher premiums ceded, as described in the Catastrophe sub-segment above. The decrease in the distribution of net premiums written in 2014 compared to 2013 was primarily driven by cancellations due to pricing, non-renewals and share decreases.
|
•
|
Marine: the decrease in the distribution of net premiums written in 2015 compared to 2014 and 2013 was primarily driven by downward premium adjustments and cancellations in the Global Specialty sub-segment.
|
•
|
Life and Health: the increase in the distribution of net premiums written in 2015 compared to 2014 and 2013 was primarily driven by increases in the PartnerRe Health accident and health business, and, to a lesser extent, new business in the longevity lines of business, as described in the Life and Health segment above.
|
|
2015
|
|
2014
|
|
2013
|
|||
Non-life segment
|
|
|
|
|
|
|||
Proportional
|
53
|
%
|
|
54
|
%
|
|
55
|
%
|
Non-proportional
|
17
|
|
|
18
|
|
|
20
|
|
Facultative
|
7
|
|
|
7
|
|
|
7
|
|
Life and Health segment
|
|
|
|
|
|
|||
Proportional
|
22
|
|
|
20
|
|
|
17
|
|
Non-proportional
|
1
|
|
|
1
|
|
|
1
|
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
2015
|
|
2014
|
|
2013
|
|||
Asia, Australia and New Zealand
|
12
|
%
|
|
11
|
%
|
|
11
|
%
|
Europe
|
37
|
|
|
40
|
|
|
40
|
|
Latin America, Caribbean and Africa
|
10
|
|
|
10
|
|
|
10
|
|
North America
|
41
|
|
|
39
|
|
|
39
|
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
2015
|
|
2014
|
|
2013
|
|||
Broker
|
71
|
%
|
|
69
|
%
|
|
71
|
%
|
Direct
|
29
|
|
|
31
|
|
|
29
|
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
2015
|
|
2014
|
|
2013
|
||||||
Fixed maturities, short-term investments and cash and cash equivalents
|
$
|
426
|
|
|
$
|
445
|
|
|
$
|
448
|
|
Equities
|
31
|
|
|
40
|
|
|
33
|
|
|||
Funds held and other
|
27
|
|
|
33
|
|
|
34
|
|
|||
Funds held – directly managed
|
12
|
|
|
14
|
|
|
21
|
|
|||
Investment expenses
|
(46
|
)
|
|
(52
|
)
|
|
(52
|
)
|
|||
Net investment income
|
$
|
450
|
|
|
$
|
480
|
|
|
$
|
484
|
|
•
|
the strengthening of the U.S. dollar against most major currencies, which resulted in a
4%
decrease in net investment income; and
|
•
|
a decrease from equities, primarily due to lower dividend income.
|
•
|
a decrease from funds held – directly managed primarily related to the lower average balance in the funds held - directly managed account, which was driven by a release of assets related to the commutation of a portion the Reserve Agreement with Colisée Re, the run-off of the remaining underlying liabilities and lower reinvestment rates; and
|
•
|
a decrease from fixed maturities primarily due to lower reinvestment rates, which was reduced by the impact of the increase in the U.S. Consumer Price Index on the Company's Treasury Inflation-Protected Securities portfolio and certain other favorable non-recurring items; partially offset by
|
•
|
an increase from equities primarily as a result of higher dividend income.
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net realized investment gains on fixed maturities and short-term investments
|
$
|
66
|
|
|
$
|
121
|
|
|
$
|
119
|
|
Net realized investment gains on equities
|
138
|
|
|
99
|
|
|
75
|
|
|||
Net realized investment (losses) gains on other invested assets
|
(33
|
)
|
|
(21
|
)
|
|
20
|
|
|||
Change in net unrealized investment gains (losses) on other invested assets
|
1
|
|
|
(58
|
)
|
|
57
|
|
|||
Change in net unrealized investment (losses) gains on fixed maturities and short-term investments
|
(277
|
)
|
|
229
|
|
|
(526
|
)
|
|||
Change in net unrealized investment (losses) gains on equities
|
(188
|
)
|
|
3
|
|
|
118
|
|
|||
Net other realized and unrealized investment gains (losses)
|
1
|
|
|
(4
|
)
|
|
(2
|
)
|
|||
Net realized and unrealized investment (losses) gains on funds held – directly managed
|
(5
|
)
|
|
3
|
|
|
(22
|
)
|
|||
Net realized and unrealized investment (losses) gains
|
$
|
(297
|
)
|
|
$
|
372
|
|
|
$
|
(161
|
)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Other expenses, as reported
|
$
|
791
|
|
|
$
|
450
|
|
|
$
|
500
|
|
AXIS Termination Fee
|
(315
|
)
|
|
—
|
|
|
—
|
|
|||
Transaction Costs and Presidio earn-out expense
|
(88
|
)
|
|
—
|
|
|
—
|
|
|||
Other expenses, as adjusted for various transaction and Presidio related costs
|
$
|
388
|
|
|
$
|
450
|
|
|
$
|
500
|
|
Other expenses, as adjusted, as a % of total net premiums earned (Non-life and Life and Health)
|
7.4
|
%
|
|
8.0
|
%
|
|
9.6
|
%
|
|
2015
|
|
2014
|
|
2013
|
||||||
Income tax expense
|
$
|
80
|
|
|
$
|
239
|
|
|
$
|
49
|
|
Effective income tax rate
|
42.6
|
%
|
|
18.3
|
%
|
|
6.7
|
%
|
|
2015
|
|
% of Total
Invested Assets
|
|
2014
|
|
% of Total
Invested Assets
|
||||||
Liability funds
|
$
|
9,043
|
|
|
55
|
%
|
|
$
|
9,723
|
|
|
56
|
%
|
Capital funds
|
7,297
|
|
|
45
|
|
|
7,570
|
|
|
44
|
|
||
Total invested assets
|
$
|
16,340
|
|
|
100
|
%
|
|
$
|
17,293
|
|
|
100
|
%
|
•
|
the impact of foreign exchange of $502 million due to the strengthening of the U.S. dollar against most major currencies;
|
•
|
net realized and unrealized losses related to the investment portfolio of $
292 million
, primarily resulting from the fixed maturity and short-term investment portfolios of
$211 million
, mainly driven by
increases in U.S. risk-free interest rates and the
widening of credit spreads, a decrease of $
50 million
in equities due to decreases in worldwide equity markets and a decrease in other invested assets of
$32 million
, primarily driven by losses on treasury note futures (see discussion related to duration below);
|
•
|
dividend payments on common and preferred shares totaling $
190 million
;
|
•
|
a net decrease of
$13 million
, due to the repurchase of common shares of $
59 million
under the Company’s share repurchase program, partially offset by the reissuance of common shares from treasury under the Company’s employee equity plans of
$46 million
; and
|
•
|
various other factors which net to approximately $193 million, the largest being the amortization of net premium on investments; partially offset by
|
•
|
net cash provided by operating activities of
$319 million
; and
|
•
|
an increase in net payable for securities purchased of $
173 million
.
|
|
2015
|
|
2014
|
||||
Average credit quality
|
A
|
|
|
|
A
|
|
|
Average yield to maturity
|
2.9
|
|
%
|
|
2.4
|
|
%
|
Expected average duration
|
3.6
|
|
years
|
|
3.7
|
|
years
|
|
(1)
|
Cost is amortized cost for fixed maturities and short-term investments and cost for equity securities.
|
(2)
|
All references to credit rating reflect Standard & Poor’s (or estimated equivalent). Investment grade reflects a rating of BBB- or above.
|
|
|
Non-U.S.
Sovereign
Government
|
|
Supranational
Debt
|
|
Non-U.S.
Government
Related
|
|
Fair
Value
|
|
Credit Rating
(1)
|
|
|
||||||||||||||||||||||||
December 31, 2015
|
|
AAA
|
|
AA
|
|
A
|
|
BBB
|
|
Below investment grade /Unrated
|
||||||||||||||||||||||||||
Non-European Union
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Canada
|
|
$
|
119
|
|
|
$
|
—
|
|
|
$
|
291
|
|
|
$
|
410
|
|
|
$
|
152
|
|
|
$
|
139
|
|
|
$
|
119
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Singapore
|
|
101
|
|
|
—
|
|
|
—
|
|
|
101
|
|
|
101
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Brazil
|
|
25
|
|
|
—
|
|
|
—
|
|
|
25
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25
|
|
|
—
|
|
|||||||||
All Other
|
|
192
|
|
|
—
|
|
|
6
|
|
|
198
|
|
|
6
|
|
|
50
|
|
|
66
|
|
|
76
|
|
|
—
|
|
|||||||||
Total Non-European Union
|
|
$
|
437
|
|
|
$
|
—
|
|
|
$
|
297
|
|
|
$
|
734
|
|
|
$
|
259
|
|
|
$
|
189
|
|
|
$
|
185
|
|
|
$
|
101
|
|
|
$
|
—
|
|
European Union
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Germany
|
|
$
|
139
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
139
|
|
|
$
|
139
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Netherlands
|
|
114
|
|
|
—
|
|
|
—
|
|
|
114
|
|
|
114
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
France
|
|
106
|
|
|
—
|
|
|
—
|
|
|
106
|
|
|
—
|
|
|
106
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Belgium
|
|
84
|
|
|
—
|
|
|
—
|
|
|
84
|
|
|
—
|
|
|
84
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Austria
|
|
63
|
|
|
—
|
|
|
—
|
|
|
63
|
|
|
—
|
|
|
63
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Supranational
|
|
—
|
|
|
53
|
|
|
—
|
|
|
53
|
|
|
3
|
|
|
50
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
All Other
|
|
40
|
|
|
—
|
|
|
—
|
|
|
40
|
|
|
—
|
|
|
3
|
|
|
24
|
|
|
—
|
|
|
13
|
|
|||||||||
Total European Union
|
|
$
|
546
|
|
|
$
|
53
|
|
|
$
|
—
|
|
|
$
|
599
|
|
|
$
|
256
|
|
|
$
|
306
|
|
|
$
|
24
|
|
|
$
|
—
|
|
|
$
|
13
|
|
Total
|
|
$
|
983
|
|
|
$
|
53
|
|
|
$
|
297
|
|
|
$
|
1,333
|
|
|
$
|
515
|
|
|
$
|
495
|
|
|
$
|
209
|
|
|
$
|
101
|
|
|
$
|
13
|
|
% of Total
|
|
74
|
%
|
|
4
|
%
|
|
22
|
%
|
|
100
|
%
|
|
39
|
%
|
|
37
|
%
|
|
16
|
%
|
|
7
|
%
|
|
1
|
%
|
|
(1)
|
All references to credit rating reflect Standard & Poor’s (or estimated equivalent).
|
December 31, 2015
|
|
U.S.
|
|
Foreign
|
|
Fair
Value
|
|
Percentage to
Total Fair
Value of
Corporate
Bonds
|
|||||||
Sector
|
|
|
|
|
|
|
|
|
|||||||
Finance
|
|
$
|
609
|
|
|
$
|
386
|
|
|
$
|
995
|
|
|
20
|
%
|
Consumer noncyclical
|
|
563
|
|
|
199
|
|
|
762
|
|
|
15
|
|
|||
Utilities
|
|
263
|
|
|
356
|
|
|
619
|
|
|
12
|
|
|||
Communications
|
|
308
|
|
|
232
|
|
|
540
|
|
|
11
|
|
|||
Industrials
|
|
316
|
|
|
148
|
|
|
464
|
|
|
9
|
|
|||
Consumer cyclical
|
|
314
|
|
|
132
|
|
|
446
|
|
|
9
|
|
|||
Energy
|
|
238
|
|
|
138
|
|
|
376
|
|
|
7
|
|
|||
Insurance
|
|
247
|
|
|
62
|
|
|
309
|
|
|
6
|
|
|||
Technology
|
|
147
|
|
|
—
|
|
|
147
|
|
|
3
|
|
|||
Basic materials
|
|
57
|
|
|
59
|
|
|
116
|
|
|
2
|
|
|||
Real estate investment trusts
|
|
103
|
|
|
10
|
|
|
113
|
|
|
2
|
|
|||
Catastrophe bonds
|
|
—
|
|
|
96
|
|
|
96
|
|
|
2
|
|
|||
Government guaranteed corporate debt
|
|
—
|
|
|
53
|
|
|
53
|
|
|
1
|
|
|||
All Other
|
|
33
|
|
|
17
|
|
|
50
|
|
|
1
|
|
|||
Total
|
|
$
|
3,198
|
|
|
$
|
1,888
|
|
|
$
|
5,086
|
|
|
100
|
%
|
% of Total
|
|
63
|
%
|
|
37
|
%
|
|
|
|
|
|
December 31, 2015
|
|
Government
Guaranteed
Corporate Debt
|
|
Finance Sector
Corporate Bonds
|
|
Non-Finance
Sector Corporate
Bonds
|
|
Fair Value
|
||||||||
European Union
|
|
|
|
|
|
|
|
|
||||||||
United Kingdom
|
|
$
|
—
|
|
|
$
|
93
|
|
|
$
|
368
|
|
|
$
|
461
|
|
Netherlands
|
|
—
|
|
|
93
|
|
|
189
|
|
|
282
|
|
||||
France
|
|
—
|
|
|
24
|
|
|
158
|
|
|
182
|
|
||||
Spain
|
|
—
|
|
|
11
|
|
|
99
|
|
|
110
|
|
||||
Italy
|
|
—
|
|
|
19
|
|
|
81
|
|
|
100
|
|
||||
Germany
|
|
53
|
|
|
9
|
|
|
19
|
|
|
81
|
|
||||
Ireland
|
|
—
|
|
|
32
|
|
|
30
|
|
|
62
|
|
||||
Luxembourg
|
|
—
|
|
|
—
|
|
|
44
|
|
|
44
|
|
||||
All Other
|
|
—
|
|
|
11
|
|
|
54
|
|
|
65
|
|
||||
Total
|
|
$
|
53
|
|
|
$
|
292
|
|
|
$
|
1,042
|
|
|
$
|
1,387
|
|
% of Total
|
|
4
|
%
|
|
21
|
%
|
|
75
|
%
|
|
100
|
%
|
|
|
Credit Rating
(1)
|
||||||||||||||||||||||||||||||
December 31, 2015
|
|
GNMA
(2)
|
|
GSEs
(3)
|
|
AAA
|
|
AA
|
|
A
|
|
BBB
|
|
Below
investment
grade /
Unrated
|
|
Fair
Value
|
||||||||||||||||
Asset-backed securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
U.S.
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
142
|
|
|
$
|
108
|
|
|
$
|
89
|
|
|
$
|
—
|
|
|
$
|
387
|
|
|
$
|
726
|
|
Non-U.S.
|
|
—
|
|
|
—
|
|
|
174
|
|
|
56
|
|
|
42
|
|
|
—
|
|
|
40
|
|
|
312
|
|
||||||||
Asset-backed securities
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
316
|
|
|
$
|
164
|
|
|
$
|
131
|
|
|
$
|
—
|
|
|
$
|
427
|
|
|
$
|
1,038
|
|
Residential mortgage-backed securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
U.S.
|
|
$
|
425
|
|
|
$
|
1,504
|
|
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
13
|
|
|
$
|
1,948
|
|
Non-U.S.
|
|
—
|
|
|
—
|
|
|
287
|
|
|
34
|
|
|
21
|
|
|
1
|
|
|
—
|
|
|
343
|
|
||||||||
Residential mortgage-backed securities
|
|
$
|
425
|
|
|
$
|
1,504
|
|
|
$
|
293
|
|
|
$
|
34
|
|
|
$
|
21
|
|
|
$
|
1
|
|
|
$
|
13
|
|
|
$
|
2,291
|
|
Other mortgage-backed securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
U.S.
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
6
|
|
|
$
|
10
|
|
|
$
|
18
|
|
|
$
|
1
|
|
|
$
|
2
|
|
|
$
|
42
|
|
Non-U.S.
|
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
||||||||
Other mortgage-backed securities
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
13
|
|
|
$
|
10
|
|
|
$
|
18
|
|
|
$
|
1
|
|
|
$
|
2
|
|
|
$
|
49
|
|
Total
|
|
$
|
430
|
|
|
$
|
1,504
|
|
|
$
|
622
|
|
|
$
|
208
|
|
|
$
|
170
|
|
|
$
|
2
|
|
|
$
|
442
|
|
|
$
|
3,378
|
|
% of Total
|
|
13
|
%
|
|
45
|
%
|
|
18
|
%
|
|
6
|
%
|
|
5
|
%
|
|
—
|
%
|
|
13
|
%
|
|
100
|
%
|
|
(1)
|
All references to credit rating reflect Standard & Poor’s (or estimated equivalent).
|
(2)
|
GNMA represents the Government National Mortgage Association. The GNMA, or Ginnie Mae as it is commonly known, is a wholly owned U.S. government corporation within the Department of Housing and Urban Development which guarantees mortgage loans of qualifying first-time home buyers and low-income borrowers.
|
(3)
|
GSEs, or government sponsored enterprises, includes securities that carry the implicit backing of the U.S. government and securities issued by U.S. government agencies.
|
|
|
|
|
|
|
|
|
|
|
Credit Rating
(1)
|
|
||||||||||||||||||||||||
December 31, 2015
|
|
U.S.
Government
|
|
Non-U.S.
Government
|
|
Corporate
|
|
Fair
Value
|
|
AAA
|
|
AA
|
|
A
|
|
BBB
|
Below
investment grade / Unrated |
||||||||||||||||||
Country
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
U.S.
|
|
$
|
43
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
43
|
|
|
$
|
—
|
|
|
$
|
43
|
|
|
$
|
—
|
|
|
$
|
—
|
|
$
|
—
|
|
All Other
|
|
—
|
|
|
—
|
|
|
4
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
1
|
|
|||||||||
Total
|
|
$
|
43
|
|
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
47
|
|
|
$
|
—
|
|
|
$
|
43
|
|
|
$
|
—
|
|
|
$
|
3
|
|
$
|
1
|
|
% of Total
|
|
91
|
%
|
|
—
|
%
|
|
9
|
%
|
|
100
|
%
|
|
—
|
%
|
|
91
|
%
|
|
—
|
|
|
7
|
%
|
2
|
%
|
|
(1)
|
All references to credit rating reflect Standard & Poor’s (or estimated equivalent). Investment grade reflects a rating of BBB- or above.
|
December 31, 2015
|
|
Fair
Value
|
|
Percentage to
Total Fair
Value of
Equities
|
|||
Sector
|
|
|
|
|
|||
Insurance
|
|
$
|
80
|
|
|
22
|
%
|
Finance
|
|
58
|
|
|
16
|
|
|
Real estate investment trusts
|
|
46
|
|
|
12
|
|
|
Consumer noncyclical
|
|
43
|
|
|
12
|
|
|
Industrials
|
|
34
|
|
|
9
|
|
|
Technology
|
|
30
|
|
|
8
|
|
|
Consumer cyclical
|
|
26
|
|
|
7
|
|
|
Communications
|
|
23
|
|
|
6
|
|
|
Basic materials
|
|
11
|
|
|
3
|
|
|
All Other
|
|
17
|
|
|
5
|
|
|
Total
|
|
$
|
368
|
|
|
100
|
%
|
Mutual funds and exchange traded funds
|
|
|
|
|
|||
Funds and ETFs holding equities
|
|
71
|
|
|
|
||
Funds holding fixed income securities
|
|
5
|
|
|
|
||
Total equities
|
|
$
|
444
|
|
|
|
December 31, 2015
|
|
Cost
|
|
Fair
Value
|
||||
One year or less
|
|
$
|
557
|
|
|
$
|
556
|
|
More than one year through five years
|
|
4,552
|
|
|
4,609
|
|
||
More than five years through ten years
|
|
3,337
|
|
|
3,342
|
|
||
More than ten years
|
|
1,538
|
|
|
1,610
|
|
||
Subtotal
|
|
9,984
|
|
|
10,117
|
|
||
Mortgage/asset-backed securities
|
|
3,377
|
|
|
3,378
|
|
||
Total
|
|
$
|
13,361
|
|
|
$
|
13,495
|
|
December 31, 2015
|
|
Carrying
Value
(1)
|
|
Notional Value
of Derivatives
|
||||
Strategic investments
|
|
$
|
224
|
|
|
$
|
n/a
|
|
Asset-backed securities (including annuities and residuals)
|
|
9
|
|
|
|
n/a
|
|
|
Notes and loan receivables and notes securitizations
|
|
134
|
|
|
|
n/a
|
|
|
Total return swaps
|
|
—
|
|
|
|
42
|
|
|
Interest rate swaps
(2)
|
|
(24
|
)
|
|
|
197
|
|
|
Insurance-linked securities
(3)
|
|
5
|
|
|
|
140
|
|
|
Futures contracts
|
|
6
|
|
|
|
3,611
|
|
|
Foreign exchange forward contracts
|
|
—
|
|
|
|
2,101
|
|
|
Foreign currency option contracts
|
|
—
|
|
|
|
82
|
|
|
To-be-announced mortgage-backed securities (TBAs)
|
|
(1
|
)
|
|
|
447
|
|
|
Other
|
|
46
|
|
|
|
n/a
|
|
|
Total
|
|
$
|
399
|
|
|
|
|
|
(1)
|
Included in Other invested assets are investments that are accounted for using the cost method of accounting, equity method of accounting or fair value accounting.
|
(2)
|
The Company enters into interest rate swaps to mitigate notional exposures on certain total return swaps and certain fixed maturities. Only the notional value of interest rate swaps on fixed maturities is presented separately in the table.
|
(3)
|
Insurance-linked securities include a longevity swap for which the notional amount is not reflective of the overall potential exposure of the swap. As such, the Company has included the probable maximum loss under the swap within the net notional exposure as an approximation of the notional amount.
|
|
December 31, 2015
|
|
December 31, 2014
|
||||
Average credit quality
|
AA
|
|
|
|
AA
|
|
|
Average yield to maturity
|
1.2
|
|
%
|
|
1.0
|
|
%
|
Expected average duration
|
3.6
|
|
years
|
|
3.4
|
|
years
|
|
|
|
|
|
|
Credit Rating
(2)
|
||||||||||||||||||
December 31, 2015
|
|
Cost
(1)
|
|
Fair
Value
|
|
AAA
|
|
AA
|
|
A
|
|
BBB
|
||||||||||||
Fixed maturities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. government
|
|
$
|
116
|
|
|
$
|
117
|
|
|
$
|
—
|
|
|
$
|
117
|
|
|
$
|
—
|
|
|
$
|
—
|
|
U.S. government sponsored enterprises
|
|
52
|
|
|
53
|
|
|
—
|
|
|
53
|
|
|
—
|
|
|
—
|
|
||||||
Non-U.S. sovereign government, supranational and government related
|
|
113
|
|
|
120
|
|
|
29
|
|
|
72
|
|
|
19
|
|
|
—
|
|
||||||
Corporate
|
|
95
|
|
|
99
|
|
|
17
|
|
|
21
|
|
|
35
|
|
|
26
|
|
||||||
Fixed maturities
|
|
376
|
|
|
389
|
|
|
$
|
46
|
|
|
$
|
263
|
|
|
$
|
54
|
|
|
$
|
26
|
|
||
Short-term investments
|
|
1
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
||||||
Total fixed maturities and short-term investments
|
|
377
|
|
|
390
|
|
|
$
|
46
|
|
|
$
|
264
|
|
|
$
|
54
|
|
|
$
|
26
|
|
||
Other invested assets
|
|
21
|
|
|
10
|
|
|
|
|
|
|
|
|
|
||||||||||
Total
(3)
|
|
$
|
398
|
|
|
$
|
400
|
|
|
|
|
|
|
|
|
|
||||||||
% of Total fixed maturities
|
|
|
|
|
|
12
|
%
|
|
68
|
%
|
|
14
|
%
|
|
6
|
%
|
||||||||
|
|
|
|
|
|
Credit Rating
(2)
|
||||||||||||||||||
December 31, 2014
|
|
Cost
(1)
|
|
Fair
Value
|
|
AAA
|
|
AA
|
|
A
|
|
BBB
|
||||||||||||
Fixed maturities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. government
|
|
$
|
103
|
|
|
$
|
105
|
|
|
$
|
—
|
|
|
$
|
105
|
|
|
$
|
—
|
|
|
$
|
—
|
|
U.S. government sponsored enterprises
|
|
47
|
|
|
49
|
|
|
—
|
|
|
49
|
|
|
—
|
|
|
—
|
|
||||||
Non-U.S. sovereign government, supranational and government related
|
|
120
|
|
|
128
|
|
|
32
|
|
|
81
|
|
|
15
|
|
|
—
|
|
||||||
Corporate
|
|
169
|
|
|
177
|
|
|
21
|
|
|
61
|
|
|
64
|
|
|
31
|
|
||||||
Fixed maturities
|
|
439
|
|
|
459
|
|
|
53
|
|
|
296
|
|
|
79
|
|
|
31
|
|
||||||
Other invested assets
|
|
25
|
|
|
14
|
|
|
|
|
|
|
|
|
|
||||||||||
Total
|
|
$
|
464
|
|
|
$
|
473
|
|
|
|
|
|
|
|
|
|
||||||||
% of Total fixed maturities and short-term investments
|
|
|
|
|
|
12
|
%
|
|
64
|
%
|
|
17
|
%
|
|
7
|
%
|
|
(1)
|
Cost is amortized cost for fixed maturities.
|
(2)
|
All references to credit rating reflect Standard & Poor’s (or estimated equivalent).
|
(3)
|
In addition to the fair value of
$400 million
of investments underlying the funds held – directly managed account at
December 31, 2015
, the funds held – directly managed account also includes cash and cash equivalents of
$65 million
, accrued investment income of
$4 million
and other assets and liabilities related to the underlying business of $
71 million
. Accordingly, the total balance in the funds held – directly managed account was
$540 million
at
December 31, 2015
.
|
|
|
|
|
|
|
|
|
|
|
Credit Rating
(1)
|
||||||||||||||||||
December 31, 2015
|
|
Non-U.S.
Sovereign
Government
|
|
Supranational
Debt
|
|
Non-U.S.
Government
Related
|
|
Fair
Value
|
|
AAA
|
|
AA
|
|
A
|
||||||||||||||
Non-European Union
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Canada
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
18
|
|
|
$
|
21
|
|
|
$
|
5
|
|
|
$
|
1
|
|
|
$
|
15
|
|
All Other
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|||||||
Total Non-European Union
|
|
$
|
3
|
|
|
$
|
4
|
|
|
$
|
18
|
|
|
$
|
25
|
|
|
$
|
9
|
|
|
$
|
1
|
|
|
$
|
15
|
|
European Union
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
France
|
|
$
|
19
|
|
|
$
|
—
|
|
|
$
|
21
|
|
|
$
|
40
|
|
|
$
|
1
|
|
|
$
|
39
|
|
|
$
|
—
|
|
Belgium
|
|
19
|
|
|
—
|
|
|
—
|
|
|
19
|
|
|
—
|
|
|
19
|
|
|
—
|
|
|||||||
All Other
|
|
14
|
|
|
22
|
|
|
—
|
|
|
36
|
|
|
19
|
|
|
13
|
|
|
4
|
|
|||||||
Total European Union
|
|
$
|
52
|
|
|
$
|
22
|
|
|
$
|
21
|
|
|
$
|
95
|
|
|
$
|
20
|
|
|
$
|
71
|
|
|
$
|
4
|
|
Total
|
|
$
|
55
|
|
|
$
|
26
|
|
|
$
|
39
|
|
|
$
|
120
|
|
|
$
|
29
|
|
|
$
|
72
|
|
|
$
|
19
|
|
% of Total
|
|
46
|
%
|
|
21
|
%
|
|
33
|
%
|
|
100
|
%
|
|
24
|
%
|
|
60
|
%
|
|
16
|
%
|
|
(1)
|
All references to credit rating reflect Standard & Poor’s (or estimated equivalent).
|
December 31, 2015
|
|
U.S.
|
|
Foreign
|
|
Fair
Value
|
|
Percentage to
Total Fair
Value of
Corporate
Bonds
|
|||||||
Sector
|
|
|
|
|
|
|
|
|
|||||||
Finance
|
|
$
|
4
|
|
|
$
|
28
|
|
|
$
|
32
|
|
|
33
|
%
|
Utilities
|
|
4
|
|
|
11
|
|
|
15
|
|
|
15
|
|
|||
Energy
|
|
5
|
|
|
9
|
|
|
14
|
|
|
14
|
|
|||
Consumer noncyclical
|
|
11
|
|
|
2
|
|
|
13
|
|
|
13
|
|
|||
Communications
|
|
4
|
|
|
6
|
|
|
10
|
|
|
10
|
|
|||
Industrials
|
|
3
|
|
|
1
|
|
|
4
|
|
|
4
|
|
|||
Technology
|
|
4
|
|
|
—
|
|
|
4
|
|
|
4
|
|
|||
Real estate investment trusts
|
|
3
|
|
|
—
|
|
|
3
|
|
|
3
|
|
|||
All Other
|
|
—
|
|
|
4
|
|
|
4
|
|
|
4
|
|
|||
Total
|
|
$
|
38
|
|
|
$
|
61
|
|
|
$
|
99
|
|
|
100
|
%
|
% of Total
|
|
38
|
%
|
|
62
|
%
|
|
100
|
%
|
|
|
December 31, 2015
|
|
Government
Guaranteed
Corporate
Debt
|
|
Finance Sector
Corporate
Bonds
|
|
Non-Finance
Sector
Corporate
Bonds
|
|
Fair
Value
|
||||||||
European Union
|
|
|
|
|
|
|
|
|
||||||||
Netherlands
|
|
$
|
—
|
|
|
$
|
6
|
|
|
$
|
7
|
|
|
$
|
13
|
|
France
|
|
—
|
|
|
4
|
|
|
7
|
|
|
11
|
|
||||
United Kingdom
|
|
—
|
|
|
6
|
|
|
2
|
|
|
8
|
|
||||
Ireland
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
||||
Germany
|
|
1
|
|
|
—
|
|
|
2
|
|
|
3
|
|
||||
All Other
|
|
—
|
|
|
2
|
|
|
3
|
|
|
5
|
|
||||
Total
|
|
$
|
1
|
|
|
$
|
22
|
|
|
$
|
21
|
|
|
$
|
44
|
|
% of Total
|
|
3
|
%
|
|
49
|
%
|
|
48
|
%
|
|
100
|
%
|
December 31, 2015
|
|
Cost
|
|
Fair
Value
|
||||
One year or less
|
|
$
|
72
|
|
|
$
|
73
|
|
More than one year through five years
|
|
188
|
|
|
196
|
|
||
More than five years through ten years
|
|
97
|
|
|
101
|
|
||
More than ten years
|
|
20
|
|
|
20
|
|
||
Total
|
|
$
|
377
|
|
|
$
|
390
|
|
•
|
since the beginning of 2010 the Company has eliminated substantially all of its investment exposure to bonds issued by European sovereign governments in the peripheral countries (Portugal, Italy, Ireland, Greece and Spain); and
|
•
|
during the second half of 2011, the Company focused its European sovereign government exposure to five highly-rated countries. These five countries, Germany, France, Netherlands, Belgium, and Austria, are rated AAA, AA, AA+, AA and AA+ by Standard & Poor’s.
|
|
December 31, 2015
|
|
December 31, 2014
|
||||
Gross Non-life reserves for unpaid losses and loss expenses
|
$
|
9,065
|
|
|
$
|
9,746
|
|
Net Non-life reserves for unpaid losses and loss expenses
|
8,875
|
|
|
9,531
|
|
||
Net reserves guaranteed by Colisée Re
|
514
|
|
|
575
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||
Gross policy benefits for life and annuity contracts
|
$
|
2,052
|
|
|
$
|
2,050
|
|
Net policy benefits for life and annuity contracts
|
2,009
|
|
|
2,021
|
|
|
|
Total
|
|
< 1 year
|
|
1-3 years
|
|
3-5 years
|
|
> 5 years
|
|||||
Contractual obligations:
|
|
|
|
|
|
|
|
|
|
|
|||||
Operating leases
|
|
72.1
|
|
|
26.2
|
|
|
37.9
|
|
|
6.6
|
|
|
1.4
|
|
Other operating agreements
|
|
13.9
|
|
|
7.8
|
|
|
5.4
|
|
|
0.7
|
|
|
—
|
|
Other invested assets
(1)
|
|
92.9
|
|
|
46.6
|
|
|
45.7
|
|
|
0.6
|
|
|
—
|
|
Unpaid losses and loss expenses
(2)
|
|
9,064.7
|
|
|
2,642.5
|
|
|
2,561.6
|
|
|
1,359.1
|
|
|
2,501.5
|
|
Policy benefits for life and annuity contracts
(3)
|
|
2,906.3
|
|
|
419.7
|
|
|
508.3
|
|
|
292.8
|
|
|
1,685.5
|
|
Deposit liabilities
|
|
44.4
|
|
|
27.1
|
|
|
13.9
|
|
|
1.0
|
|
|
2.4
|
|
Employment agreements
(4)
|
|
4.9
|
|
|
2.3
|
|
|
2.5
|
|
|
0.1
|
|
|
—
|
|
Other long-term liabilities:
|
|
|
|
|
|
|
|
|
|
|
|||||
Senior Notes—principal
(5)
|
|
750.0
|
|
|
—
|
|
|
250.0
|
|
|
500.0
|
|
|
—
|
|
Senior Notes—interest
|
|
166.8
|
|
|
44.7
|
|
|
80.8
|
|
|
41.3
|
|
|
—
|
|
Capital Efficient Notes—principal
(6)
|
|
63.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
63.4
|
|
Capital Efficient Notes—interest
|
|
n/a
|
|
|
4.1
|
|
|
—
(6)
|
|
|
—
(6)
|
|
|
—
(6)
|
|
Series D cumulative preferred shares—principal
(7)
|
|
230.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
230.0
|
|
Series D cumulative preferred shares—dividends
|
|
n/a
|
|
|
15.0
|
|
|
29.9
|
|
|
29.9
|
|
|
15.0 per annum
|
|
Series E cumulative preferred shares—principal
(7)
|
|
374.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
374.0
|
|
Series E cumulative preferred shares—dividends
|
|
n/a
|
|
|
27.1
|
|
|
54.2
|
|
|
54.2
|
|
|
27.1 per annum
|
|
Series F non-cumulative preferred shares—principal
(8)
|
|
250.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
250.0
|
|
Series F non-cumulative preferred shares—dividends
|
|
n/a
|
|
|
14.7
|
|
|
29.4
|
|
|
29.4
|
|
|
14.7 per annum
|
|
|
(1)
|
The amounts above for other invested assets represent the Company’s expected timing of funding capital commitments related to its strategic investments.
|
(2)
|
The Company’s unpaid losses and loss expenses represent Management’s best estimate of the cost to settle the ultimate liabilities based on information available at
December 31, 2015
, and are not fixed amounts payable pursuant to contractual commitments. The timing and amounts of actual loss payments related to these reserves might vary significantly from the Company’s current estimate of the expected timing and amounts of loss payments based on many factors, including large individual losses as well as general market conditions.
|
(3)
|
Policy benefits for life and annuity contracts recorded in the Company’s Consolidated Balance Sheet at
December 31, 2015
of
$2,052 million
are computed on a discounted basis, whereas the expected payments by period in the table above are the estimated payments at a future time and do not reflect a discount of the amount payable.
|
(4)
|
In April 2013, the Company announced the restructuring of its business support operations into a single integrated worldwide support platform and changes to the structure of its Global Non-life Operations. The restructuring includes involuntary and voluntary employee termination plans in certain jurisdictions (collectively, termination plans). The continuing salary and other employment benefit costs related to the affected employees will be expensed as the employee remains with the Company and provides service. Following their departure from the Company, employees participating in the termination plans continue to receive pre-determined payments related to employment benefits, which were accrued for by the Company under the terms of the termination plans during the year ended December 31, 2013. The amounts in the table above reflect the Company’s remaining obligations to the eligible employees under all of these plans that will be paid through 2021. For further details related to the restructuring in 2013, see Overview above.
|
(5)
|
PartnerRe Finance A LLC and PartnerRe Finance B LLC, the issuers of the Senior Notes, do not meet consolidation requirements under U.S. GAAP. Accordingly, the Company shows the related intercompany debt of $750 million in its Consolidated Balance Sheets at
December 31, 2015
and
2014
. The 6.875% Senior Notes with aggregate principal outstanding of $250 million mature on June 1, 2018 and the 5.500% Senior Notes with aggregate principal outstanding of $500 million mature on June 1, 2020. Interest on the Senior Notes is payable semi-annually and cannot be deferred.
|
(6)
|
PartnerRe Finance II Inc., the issuer of the CENts, does not meet consolidation requirements under U.S. GAAP. Accordingly, the Company shows the related intercompany debt of $71 million in its Consolidated Balance Sheets at
December 31, 2015
|
(7)
|
The Company’s Series D and Series E preferred shares are cumulative, perpetual and have no mandatory redemption requirement, but may be redeemed at our option under certain circumstances. The Series D preferred shares can be redeemed at the Company’s option at any time or in part from time to time and the Series E preferred shares can be redeemed at the Company’s option on or after June 1, 2016 or at any time upon certain changes in tax law.
|
(8)
|
The Company’s Series F preferred shares are non-cumulative, perpetual and have no mandatory redemption requirement, but may be redeemed at our option under certain circumstances. The Series F preferred shares can be redeemed at the Company’s option at any time or in part from time to time on or after March 1, 2018.
|
•
|
dividend payments of $
190 million
related to the Company’s common and preferred shares; and
|
•
|
a net decrease of
$13 million
, due to the repurchase of common shares of $
59 million
under the Company’s share repurchase program, partially offset by the issuance of common shares under the Company’s employee equity plans of $
46 million
; partially offset by
|
•
|
comprehensive income of
$55 million
, which was primarily related to net income.
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||
Capital Structure:
|
|
|
|
|
|
|
|
||||||
Senior notes
(1)
|
$
|
750
|
|
|
10
|
%
|
|
$
|
750
|
|
|
9
|
%
|
Capital efficient notes
(2)
|
63
|
|
|
1
|
|
|
63
|
|
|
1
|
|
||
Preferred shares, aggregate liquidation value
|
854
|
|
|
11
|
|
|
854
|
|
|
11
|
|
||
Common shareholders’ equity attributable to PartnerRe Ltd.
|
6,047
|
|
|
78
|
|
|
6,195
|
|
|
79
|
|
||
Total Capital
|
$
|
7,714
|
|
|
100
|
%
|
|
$
|
7,862
|
|
|
100
|
%
|
|
(1)
|
PartnerRe Finance A LLC and PartnerRe Finance B LLC, the issuers of the Senior Notes, do not meet consolidation requirements under U.S. GAAP. Accordingly, the Company shows the related intercompany debt of $750 million in its Consolidated Balance Sheets at
December 31, 2015
and
2014
.
|
(2)
|
PartnerRe Finance II Inc., the issuer of the CENts, does not meet consolidation requirements under U.S. GAAP. Accordingly, the Company shows the related intercompany debt of $71 million in its Consolidated Balance Sheets at
December 31, 2015
and
2014
.
|
|
|
Series D
|
|
Series E
|
|
Series F
|
||||||
Date of issuance
|
|
November 2004
|
|
|
June 2011
|
|
|
February 2013
|
|
|||
Number of preferred shares issued
|
|
9.2
|
|
|
15.0
|
|
|
10.0
|
|
|||
Annual dividend rate
|
|
6.5
|
%
|
|
7.25
|
%
|
|
5.875
|
%
|
|||
Total consideration
|
|
$
|
222.3
|
|
|
$
|
361.7
|
|
|
$
|
242.3
|
|
Underwriting discounts and commissions
|
|
$
|
7.7
|
|
|
$
|
12.1
|
|
|
$
|
7.7
|
|
Aggregate liquidation value
|
|
$
|
230.0
|
|
|
$
|
373.8
|
|
|
$
|
250.0
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Currency translation adjustment at beginning of year
|
|
$
|
(8
|
)
|
|
$
|
1
|
|
|
$
|
33
|
|
Change in foreign currency translation adjustment included in accumulated other comprehensive loss, inclusive of the impact of designated net investment hedge
|
|
(46
|
)
|
|
(9
|
)
|
|
(32
|
)
|
|||
Currency translation adjustment at end of year
|
|
$
|
(54
|
)
|
|
$
|
(8
|
)
|
|
$
|
1
|
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
|
-200 Basis
Points |
|
%
Change
|
|
-100 Basis
Points |
|
%
Change
|
|
December 31,
2015 |
|
+100 Basis
Points |
|
%
Change
|
|
+200 Basis
Points |
|
%
Change
|
||||||||||||||
Fair value of investments exposed to interest rate risk
(1)(2)
|
$
|
15,880
|
|
|
7
|
%
|
|
$
|
15,348
|
|
|
4
|
%
|
|
$
|
14,816
|
|
|
$
|
14,284
|
|
|
(4
|
)%
|
|
$
|
13,752
|
|
|
(7
|
)%
|
Fair value of funds held – directly managed account exposed to interest rate risk
(2)
|
486
|
|
|
7
|
|
|
470
|
|
|
4
|
|
|
454
|
|
|
438
|
|
|
(4
|
)
|
|
422
|
|
|
(7
|
)
|
|||||
Total invested assets
(3)
|
17,622
|
|
|
7
|
|
|
17,074
|
|
|
3
|
|
|
16,526
|
|
|
15,978
|
|
|
(3
|
)
|
|
15,430
|
|
|
(7
|
)
|
|||||
Shareholders’ equity attributable to PartnerRe Ltd.
|
7,997
|
|
|
16
|
|
|
7,449
|
|
|
8
|
|
|
6,901
|
|
|
6,353
|
|
|
(8
|
)
|
|
5,805
|
|
|
(16
|
)
|
|
(1)
|
Includes certain other invested assets, certain cash and cash equivalents and funds holding fixed income securities.
|
(2)
|
Excludes accrued interest.
|
(3)
|
Includes total investments, cash and cash equivalents, the investment portfolio underlying the funds held – directly managed account and accrued interest.
|
|
|
Carrying Value
|
|
Fair Value
|
||||
Debt related to Senior Notes
(1)
|
|
$
|
750
|
|
|
$
|
830
|
|
Debt related to Capital Efficient Notes
(2)
|
|
63
|
|
|
63
|
|
||
Series D cumulative preferred shares
|
|
230
|
|
|
251
|
|
||
Series E cumulative preferred shares
|
|
374
|
|
|
427
|
|
||
Series F non-cumulative preferred shares
|
|
250
|
|
|
260
|
|
|
(1)
|
PartnerRe Finance A LLC and PartnerRe Finance B LLC, the issuers of the Senior Notes, do not meet consolidation requirements under U.S. GAAP. Accordingly, the Company shows the related intercompany debt of $750 million in its Consolidated Balance Sheets at
December 31, 2015
and
2014
.
|
(2)
|
PartnerRe Finance II Inc., the issuer of the CENts, does not meet consolidation requirements under U.S. GAAP. Accordingly, the Company shows the related intercompany debt of $71 million in its Consolidated Balance Sheets at
December 31, 2015
and
2014
.
|
|
-200 Basis
Points |
|
%
Change
|
|
-100 Basis
Points |
|
%
Change
|
|
December 31,
2015 |
|
+100 Basis
Points |
|
%
Change
|
|
+200 Basis
Points |
|
%
Change
|
||||||||||||||
Fair value of investments exposed to credit spread risk
(1)(2)
|
$
|
15,756
|
|
|
6
|
%
|
|
$
|
15,286
|
|
|
3
|
%
|
|
$
|
14,816
|
|
|
$
|
14,346
|
|
|
(3
|
)%
|
|
$
|
13,876
|
|
|
(6
|
)%
|
Fair value of funds held – directly managed account exposed to credit spread risk
(2)
|
468
|
|
|
3
|
|
|
461
|
|
|
2
|
|
|
454
|
|
|
447
|
|
|
(2
|
)
|
|
440
|
|
|
(3
|
)
|
|||||
Total invested assets
(3)
|
17,480
|
|
|
6
|
|
|
17,003
|
|
|
3
|
|
|
16,526
|
|
|
16,049
|
|
|
(3
|
)
|
|
15,572
|
|
|
(6
|
)
|
|||||
Shareholders’ equity attributable to PartnerRe Ltd.
|
7,855
|
|
|
14
|
|
|
7,378
|
|
|
7
|
|
|
6,901
|
|
|
6,424
|
|
|
(7
|
)
|
|
5,947
|
|
|
(14
|
)
|
|
(1)
|
Includes certain other invested assets, certain cash and cash equivalents and funds holding fixed income securities.
|
(2)
|
Excludes accrued interest.
|
(3)
|
Includes total investments, cash and cash equivalents, the investment portfolio underlying the funds held – directly managed account and accrued interest.
|
|
euro
|
|
GBP
|
|
CAD
|
|
CHF
|
|
SGD
|
|
Other
|
|
Total
(1)
|
||||||||||||||
Total assets
|
$
|
2,577
|
|
|
$
|
1,784
|
|
|
$
|
787
|
|
|
$
|
18
|
|
|
$
|
147
|
|
|
$
|
817
|
|
|
$
|
6,130
|
|
Total liabilities
|
(3,241
|
)
|
|
(1,403
|
)
|
|
(333
|
)
|
|
(312
|
)
|
|
(20
|
)
|
|
(1,311
|
)
|
|
(6,620
|
)
|
|||||||
Total gross foreign currency exposure
|
(664
|
)
|
|
381
|
|
|
454
|
|
|
(294
|
)
|
|
127
|
|
|
(494
|
)
|
|
(490
|
)
|
|||||||
Total derivative amount
|
401
|
|
|
(393
|
)
|
|
(25
|
)
|
|
272
|
|
|
(99
|
)
|
|
610
|
|
|
766
|
|
|||||||
Net foreign currency exposure
|
$
|
(263
|
)
|
|
$
|
(12
|
)
|
|
$
|
429
|
|
|
$
|
(22
|
)
|
|
$
|
28
|
|
|
$
|
116
|
|
|
$
|
276
|
|
|
(1)
|
As the U.S. dollar is the Company’s reporting currency, there is no currency risk attached to the U.S. dollar and it is excluded from this table. The U.S. dollar accounted for the difference between the Company’s total foreign currency exposure in this table and the total assets and total liabilities in the Company’s Consolidated Balance Sheet at
December 31, 2015
.
|
|
20%
Decrease
|
|
%
Change
|
|
10%
Decrease
|
|
%
Change
|
|
December 31, 2015
|
|
10%
Increase
|
|
%
Change
|
|
20%
Increase
|
|
%
Change
|
||||||||||||||
Equities
(1)
|
$
|
361
|
|
|
(18
|
)%
|
|
$
|
400
|
|
|
(9
|
)%
|
|
$
|
439
|
|
|
$
|
478
|
|
|
9
|
%
|
|
$
|
517
|
|
|
18
|
%
|
Total invested assets
(2)
|
16,448
|
|
|
—
|
|
|
16,487
|
|
|
—
|
|
|
16,526
|
|
|
16,565
|
|
|
—
|
|
|
16,604
|
|
|
—
|
|
|||||
Shareholders’ equity attributable to PartnerRe Ltd.
|
6,823
|
|
|
(1
|
)
|
|
6,862
|
|
|
(1
|
)
|
|
6,901
|
|
|
6,940
|
|
|
1
|
|
|
6,979
|
|
|
1
|
|
|
(1)
|
Excludes funds holding fixed income securities of $
5 million
.
|
(2)
|
Includes total investments, cash and cash equivalents, the investment portfolio underlying the funds held – directly managed account and accrued interest.
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
|
December 31,
2015 |
|
December 31,
2014 |
||||
Assets
|
|
|
|
||||
Investments:
|
|
|
|
||||
Fixed maturities, at fair value (amortized cost: 2015, $13,313,819; 2014, $13,489,633)
|
$
|
13,448,262
|
|
|
$
|
13,918,745
|
|
Short-term investments, at fair value (amortized cost: 2015, $46,689; 2014, $25,699)
|
46,688
|
|
|
25,678
|
|
||
Equities, at fair value (cost: 2015, $418,428; 2014, $843,429)
|
443,861
|
|
|
1,056,514
|
|
||
Other invested assets
|
399,204
|
|
|
298,827
|
|
||
Total investments
|
14,338,015
|
|
|
15,299,764
|
|
||
Funds held – directly managed (cost: 2015, $537,661; 2014, $600,379)
|
539,743
|
|
|
608,853
|
|
||
Cash and cash equivalents
|
1,577,097
|
|
|
1,313,468
|
|
||
Accrued investment income
|
141,672
|
|
|
158,737
|
|
||
Reinsurance balances receivable
|
2,428,020
|
|
|
2,454,850
|
|
||
Reinsurance recoverable on paid and unpaid losses
|
282,916
|
|
|
246,158
|
|
||
Funds held by reinsured companies
|
657,815
|
|
|
765,905
|
|
||
Deferred acquisition costs
|
629,372
|
|
|
661,186
|
|
||
Deposit assets
|
88,152
|
|
|
92,973
|
|
||
Net tax assets
|
102,596
|
|
|
6,876
|
|
||
Goodwill
|
456,380
|
|
|
456,380
|
|
||
Intangible assets
|
133,011
|
|
|
159,604
|
|
||
Other assets
|
31,254
|
|
|
45,603
|
|
||
Total assets
|
$
|
21,406,043
|
|
|
$
|
22,270,357
|
|
Liabilities
|
|
|
|
||||
Unpaid losses and loss expenses
|
$
|
9,064,711
|
|
|
$
|
9,745,806
|
|
Policy benefits for life and annuity contracts
|
2,051,935
|
|
|
2,050,107
|
|
||
Unearned premiums
|
1,644,757
|
|
|
1,750,607
|
|
||
Other reinsurance balances payable
|
246,089
|
|
|
182,395
|
|
||
Deposit liabilities
|
44,420
|
|
|
70,325
|
|
||
Net tax liabilities
|
218,652
|
|
|
240,989
|
|
||
Accounts payable, accrued expenses and other
|
411,539
|
|
|
304,728
|
|
||
Debt related to senior notes
|
750,000
|
|
|
750,000
|
|
||
Debt related to capital efficient notes
|
70,989
|
|
|
70,989
|
|
||
Total liabilities
|
14,503,092
|
|
|
15,165,946
|
|
||
Shareholders’ Equity
|
|
|
|
||||
Common shares (par value $1.00; issued: 2015 and 2014, 87,237,220 shares)
|
87,237
|
|
|
87,237
|
|
||
Preferred shares (par value $1.00; issued and outstanding: 2015 and 2014, 34,150,000 shares; aggregate liquidation value: 2015 and 2014, $853,750)
|
34,150
|
|
|
34,150
|
|
||
Additional paid-in capital
|
3,982,147
|
|
|
3,949,665
|
|
||
Accumulated other comprehensive loss
|
(83,283
|
)
|
|
(34,083
|
)
|
||
Retained earnings
|
6,146,802
|
|
|
6,270,811
|
|
||
Common shares held in treasury, at cost (2015, 39,303,068 shares; 2014, 39,400,936 shares)
|
(3,266,552
|
)
|
|
(3,258,870
|
)
|
||
Total shareholders’ equity attributable to PartnerRe Ltd.
|
6,900,501
|
|
|
7,048,910
|
|
||
Noncontrolling interests
|
2,450
|
|
|
55,501
|
|
||
Total shareholders’ equity
|
6,902,951
|
|
|
7,104,411
|
|
||
Total liabilities and shareholders’ equity
|
$
|
21,406,043
|
|
|
$
|
22,270,357
|
|
|
|
For the year ended December 31, 2015
|
|
For the year ended December 31, 2014
|
|
For the year ended December 31, 2013
|
||||||
Revenues
|
|
|
|
|
|
|
||||||
Gross premiums written
|
|
$
|
5,547,525
|
|
|
$
|
5,932,003
|
|
|
$
|
5,569,706
|
|
Net premiums written
|
|
$
|
5,229,548
|
|
|
$
|
5,719,884
|
|
|
$
|
5,396,526
|
|
Decrease (increase) in unearned premiums
|
|
39,630
|
|
|
(110,689
|
)
|
|
(198,316
|
)
|
|||
Net premiums earned
|
|
5,269,178
|
|
|
5,609,195
|
|
|
5,198,210
|
|
|||
Net investment income
|
|
449,784
|
|
|
479,696
|
|
|
484,367
|
|
|||
Net realized and unrealized investment (losses) gains
|
|
(297,479
|
)
|
|
371,796
|
|
|
(160,735
|
)
|
|||
Other income
|
|
9,144
|
|
|
16,190
|
|
|
16,565
|
|
|||
Total revenues
|
|
5,430,627
|
|
|
6,476,877
|
|
|
5,538,407
|
|
|||
Expenses
|
|
|
|
|
|
|
||||||
Losses and loss expenses and life policy benefits
|
|
3,157,420
|
|
|
3,462,770
|
|
|
3,157,808
|
|
|||
Acquisition costs
|
|
1,217,003
|
|
|
1,213,822
|
|
|
1,077,628
|
|
|||
Other expenses
|
|
790,723
|
|
|
449,688
|
|
|
500,466
|
|
|||
Interest expense
|
|
48,988
|
|
|
48,963
|
|
|
48,929
|
|
|||
Amortization of intangible assets
|
|
26,593
|
|
|
27,486
|
|
|
27,180
|
|
|||
Net foreign exchange losses (gains)
|
|
9,461
|
|
|
(18,201
|
)
|
|
18,203
|
|
|||
Total expenses
|
|
5,250,188
|
|
|
5,184,528
|
|
|
4,830,214
|
|
|||
Income before taxes and interest in earnings of equity method investments
|
|
180,439
|
|
|
1,292,349
|
|
|
708,193
|
|
|||
Income tax expense
|
|
79,664
|
|
|
239,506
|
|
|
48,416
|
|
|||
Interest in earnings of equity method investments
|
|
6,375
|
|
|
15,270
|
|
|
13,665
|
|
|||
Net income
|
|
107,150
|
|
|
1,068,113
|
|
|
673,442
|
|
|||
Net income attributable to noncontrolling interests
|
|
(2,769
|
)
|
|
(13,139
|
)
|
|
(9,434
|
)
|
|||
Net income attributable to PartnerRe Ltd.
|
|
104,381
|
|
|
1,054,974
|
|
|
664,008
|
|
|||
Preferred dividends
|
|
56,735
|
|
|
56,735
|
|
|
57,861
|
|
|||
Loss on redemption of preferred shares
|
|
—
|
|
|
—
|
|
|
9,135
|
|
|||
Net income attributable to PartnerRe Ltd. common shareholders
|
|
$
|
47,646
|
|
|
$
|
998,239
|
|
|
$
|
597,012
|
|
Comprehensive income
|
|
|
|
|
|
|
||||||
Net income attributable to PartnerRe Ltd.
|
|
$
|
104,381
|
|
|
$
|
1,054,974
|
|
|
$
|
664,008
|
|
Change in currency translation adjustment
|
|
(46,055
|
)
|
|
(8,892
|
)
|
|
(31,778
|
)
|
|||
Change in unfunded pension obligation, net of tax
|
|
(2,285
|
)
|
|
(12,067
|
)
|
|
9,861
|
|
|||
Change in unrealized losses on investments, net of tax
|
|
(860
|
)
|
|
(886
|
)
|
|
(918
|
)
|
|||
Total other comprehensive loss, net of tax
|
|
(49,200
|
)
|
|
(21,845
|
)
|
|
(22,835
|
)
|
|||
Comprehensive income attributable to PartnerRe Ltd.
|
|
$
|
55,181
|
|
|
$
|
1,033,129
|
|
|
$
|
641,173
|
|
Per share data attributable to PartnerRe Ltd. common shareholders
|
|
|
|
|
|
|
||||||
Net income per common share:
|
|
|
|
|
|
|
||||||
Basic net income
|
|
$
|
1.00
|
|
|
$
|
19.96
|
|
|
$
|
10.78
|
|
Diluted net income
|
|
$
|
0.97
|
|
|
$
|
19.51
|
|
|
$
|
10.58
|
|
Weighted average number of common shares outstanding
|
|
47,771,673
|
|
|
50,019,480
|
|
|
55,378,980
|
|
|||
Weighted average number of common shares and common share equivalents outstanding
|
|
48,939,870
|
|
|
51,174,225
|
|
|
56,448,105
|
|
|
For the year ended December 31, 2015
|
|
For the year ended December 31, 2014
|
|
For the year ended December 31, 2013
|
||||||
Common shares
|
|
|
|
|
|
||||||
Balance at beginning of year
|
$
|
87,237
|
|
|
$
|
86,657
|
|
|
$
|
85,460
|
|
Issuance of common shares
|
—
|
|
|
580
|
|
|
1,197
|
|
|||
Balance at end of year
|
87,237
|
|
|
87,237
|
|
|
86,657
|
|
|||
Preferred shares
|
|
|
|
|
|
||||||
Balance at beginning of year
|
34,150
|
|
|
34,150
|
|
|
35,750
|
|
|||
Issuance of preferred shares
|
—
|
|
|
—
|
|
|
10,000
|
|
|||
Redemption of preferred shares
|
—
|
|
|
—
|
|
|
(11,600
|
)
|
|||
Balance at end of year
|
34,150
|
|
|
34,150
|
|
|
34,150
|
|
|||
Additional paid-in capital
|
|
|
|
|
|
||||||
Balance at beginning of year
|
3,949,665
|
|
|
3,901,627
|
|
|
3,861,844
|
|
|||
Stock compensation expense, net of taxes paid
|
32,482
|
|
|
25,519
|
|
|
51,339
|
|
|||
Issuance of common shares
|
—
|
|
|
22,519
|
|
|
26,444
|
|
|||
Issuance of preferred shares
|
—
|
|
|
—
|
|
|
231,265
|
|
|||
Redemption of preferred shares
|
—
|
|
|
—
|
|
|
(269,265
|
)
|
|||
Balance at end of year
|
3,982,147
|
|
|
3,949,665
|
|
|
3,901,627
|
|
|||
Accumulated other comprehensive loss
|
|
|
|
|
|
||||||
Balance at beginning of year
|
(34,083
|
)
|
|
(12,238
|
)
|
|
10,597
|
|
|||
Currency translation adjustment
|
|
|
|
|
|
||||||
Balance at beginning of year
|
(7,915
|
)
|
|
977
|
|
|
32,755
|
|
|||
Change in foreign currency translation adjustment
|
(36,750
|
)
|
|
(8,892
|
)
|
|
(31,778
|
)
|
|||
Change in net unrealized gain on designated net investment hedge
|
(9,305
|
)
|
|
—
|
|
|
—
|
|
|||
Balance at end of year
|
(53,970
|
)
|
|
(7,915
|
)
|
|
977
|
|
|||
Unfunded pension obligation
|
|
|
|
|
|
||||||
Balance at beginning of year
|
(29,576
|
)
|
|
(17,509
|
)
|
|
(27,370
|
)
|
|||
Change in unfunded pension obligation, net of tax
|
(2,285
|
)
|
|
(12,067
|
)
|
|
9,861
|
|
|||
Balance at end of year (net of tax: 2015, $8,804; 2014, $8,301; 2013, $5,029)
|
(31,861
|
)
|
|
(29,576
|
)
|
|
(17,509
|
)
|
|||
Unrealized gain on investments
|
|
|
|
|
|
||||||
Balance at beginning of year
|
3,408
|
|
|
4,294
|
|
|
5,212
|
|
|||
Change in unrealized losses on investments, net of tax
|
(860
|
)
|
|
(886
|
)
|
|
(918
|
)
|
|||
Balance at end of year (net of tax: 2015, 2014 and 2013: $nil)
|
2,548
|
|
|
3,408
|
|
|
4,294
|
|
|||
Balance at end of year
|
(83,283
|
)
|
|
(34,083
|
)
|
|
(12,238
|
)
|
|||
Retained earnings
|
|
|
|
|
|
||||||
Balance at beginning of year
|
6,270,811
|
|
|
5,406,797
|
|
|
4,952,002
|
|
|||
Net income
|
107,150
|
|
|
1,068,113
|
|
|
673,442
|
|
|||
Net income attributable to noncontrolling interests
|
(2,769
|
)
|
|
(13,139
|
)
|
|
(9,434
|
)
|
|||
Reissuance of common shares
|
(38,051
|
)
|
|
—
|
|
|
—
|
|
|||
Dividends on common shares
|
(133,604
|
)
|
|
(134,225
|
)
|
|
(142,217
|
)
|
|||
Dividends on preferred shares
|
(56,735
|
)
|
|
(56,735
|
)
|
|
(57,861
|
)
|
|||
Loss on redemption of preferred shares
|
—
|
|
|
—
|
|
|
(9,135
|
)
|
|||
Balance at end of year
|
6,146,802
|
|
|
6,270,811
|
|
|
5,406,797
|
|
|||
Common shares held in treasury
|
|
|
|
|
|
||||||
Balance at beginning of year
|
(3,258,870
|
)
|
|
(2,707,461
|
)
|
|
(2,012,157
|
)
|
|||
Repurchase of common shares
|
(59,266
|
)
|
|
(551,409
|
)
|
|
(695,304
|
)
|
|||
Reissuance of common shares
|
51,584
|
|
|
—
|
|
|
—
|
|
|||
Balance at end of year
|
(3,266,552
|
)
|
|
(3,258,870
|
)
|
|
(2,707,461
|
)
|
|||
Total shareholders’ equity attributable to PartnerRe Ltd.
|
$
|
6,900,501
|
|
|
$
|
7,048,910
|
|
|
$
|
6,709,532
|
|
Noncontrolling interests
|
2,450
|
|
|
55,501
|
|
|
56,627
|
|
|||
Total shareholders’ equity
|
$
|
6,902,951
|
|
|
$
|
7,104,411
|
|
|
$
|
6,766,159
|
|
|
For the year ended December 31, 2015
|
|
For the year ended December 31, 2014
|
|
For the year ended December 31, 2013
|
||||||
Cash flows from operating activities
|
|
|
|
|
|
||||||
Net income
|
$
|
107,150
|
|
|
$
|
1,068,113
|
|
|
$
|
673,442
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Amortization of net premium on investments
|
93,754
|
|
|
107,047
|
|
|
151,666
|
|
|||
Amortization of intangible assets
|
26,593
|
|
|
27,486
|
|
|
27,180
|
|
|||
Net realized and unrealized investment losses (gains)
|
297,479
|
|
|
(371,796
|
)
|
|
160,735
|
|
|||
Changes in:
|
|
|
|
|
|
||||||
Reinsurance balances, net
|
(122,866
|
)
|
|
(142,268
|
)
|
|
(507,346
|
)
|
|||
Reinsurance recoverable on paid and unpaid losses, net of ceded premiums payable
|
55,172
|
|
|
46,857
|
|
|
45,422
|
|
|||
Funds held by reinsured companies and funds held – directly managed
|
131,713
|
|
|
188,902
|
|
|
99,394
|
|
|||
Deferred acquisition costs
|
(5,784
|
)
|
|
(55,786
|
)
|
|
(72,956
|
)
|
|||
Net tax assets and liabilities
|
(105,635
|
)
|
|
(10,951
|
)
|
|
(99,067
|
)
|
|||
Unpaid losses and loss expenses including life policy benefits
|
(118,976
|
)
|
|
(168,490
|
)
|
|
41,956
|
|
|||
Unearned premiums
|
(39,630
|
)
|
|
110,689
|
|
|
198,316
|
|
|||
Other net changes in operating assets and liabilities
|
(158
|
)
|
|
52,796
|
|
|
108,525
|
|
|||
Net cash provided by operating activities
|
318,812
|
|
|
852,599
|
|
|
827,267
|
|
|||
Cash flows from investing activities
|
|
|
|
|
|
||||||
Sales of fixed maturities
|
7,796,537
|
|
|
8,730,831
|
|
|
7,887,186
|
|
|||
Redemptions of fixed maturities
|
743,743
|
|
|
696,301
|
|
|
1,167,483
|
|
|||
Purchases of fixed maturities
|
(8,608,288
|
)
|
|
(9,844,660
|
)
|
|
(8,872,874
|
)
|
|||
Sales and redemptions of short-term investments
|
178,166
|
|
|
92,956
|
|
|
312,376
|
|
|||
Purchases of short-term investments
|
(200,533
|
)
|
|
(106,364
|
)
|
|
(176,339
|
)
|
|||
Sales of equities
|
1,184,380
|
|
|
691,970
|
|
|
796,403
|
|
|||
Purchases of equities
|
(647,533
|
)
|
|
(452,201
|
)
|
|
(695,456
|
)
|
|||
Other, net
|
(151,198
|
)
|
|
(58,840
|
)
|
|
(786
|
)
|
|||
Net cash provided by (used in) investing activities
|
295,274
|
|
|
(250,007
|
)
|
|
417,993
|
|
|||
Cash flows from financing activities
|
|
|
|
|
|
||||||
Dividends paid to common and preferred shareholders
|
(190,339
|
)
|
|
(190,960
|
)
|
|
(200,078
|
)
|
|||
Repurchase of common shares
|
(71,376
|
)
|
|
(547,120
|
)
|
|
(715,421
|
)
|
|||
Reissuance of treasury shares and issuance of common shares, net of taxes paid
|
7,996
|
|
|
16,785
|
|
|
51,111
|
|
|||
(Distribution) sale of shares to noncontrolling interests
|
(55,820
|
)
|
|
(14,265
|
)
|
|
47,193
|
|
|||
Net proceeds from issuance of preferred shares
|
—
|
|
|
—
|
|
|
241,265
|
|
|||
Repurchase of preferred shares
|
—
|
|
|
—
|
|
|
(290,000
|
)
|
|||
Net cash used in financing activities
|
(309,539
|
)
|
|
(735,560
|
)
|
|
(865,930
|
)
|
|||
Effect of foreign exchange rate changes on cash
|
(40,918
|
)
|
|
(50,049
|
)
|
|
(4,550
|
)
|
|||
Increase (decrease) in cash and cash equivalents
|
263,629
|
|
|
(183,017
|
)
|
|
374,780
|
|
|||
Cash and cash equivalents—beginning of year
|
1,313,468
|
|
|
1,496,485
|
|
|
1,121,705
|
|
|||
Cash and cash equivalents—end of year
|
$
|
1,577,097
|
|
|
$
|
1,313,468
|
|
|
$
|
1,496,485
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
Supplemental cash flow information:
|
|
|
|
|
|
||||||
Taxes paid
|
$
|
220,336
|
|
|
$
|
284,798
|
|
|
$
|
174,031
|
|
Interest paid
|
49,259
|
|
|
49,259
|
|
|
49,259
|
|
•
|
Unpaid losses and loss expenses;
|
•
|
Policy benefits for life and annuity contracts;
|
•
|
Gross and net premiums written and net premiums earned;
|
•
|
Recoverability of deferred acquisition costs;
|
•
|
Recoverability of deferred tax assets;
|
•
|
Valuation of goodwill and intangible assets; and
|
•
|
Valuation of certain assets and derivative financial instruments that are measured using significant unobservable inputs.
|
•
|
Level 1 inputs—Unadjusted, quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.
|
•
|
Level 2 inputs—Quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in inactive markets and significant directly or indirectly observable inputs, other than quoted prices, used in industry accepted models.
|
•
|
Level 3 inputs—Unobservable inputs.
|
December 31, 2015
|
|
Quoted prices in
active markets for
identical assets
(Level 1)
|
|
Significant
other observable
inputs
(Level 2)
|
|
Significant
unobservable
inputs
(Level 3)
|
|
Total
|
||||||||
Fixed maturities
|
|
|
|
|
|
|
|
|
||||||||
U.S. government and government sponsored enterprises
|
|
$
|
—
|
|
|
$
|
2,872,845
|
|
|
$
|
—
|
|
|
$
|
2,872,845
|
|
U.S. states, territories and municipalities
|
|
—
|
|
|
639,479
|
|
|
138,847
|
|
|
778,326
|
|
||||
Non-U.S. sovereign government, supranational and government related
|
|
—
|
|
|
1,332,925
|
|
|
—
|
|
|
1,332,925
|
|
||||
Corporate
|
|
—
|
|
|
5,086,199
|
|
|
—
|
|
|
5,086,199
|
|
||||
Asset-backed securities
|
|
—
|
|
|
668,117
|
|
|
369,699
|
|
|
1,037,816
|
|
||||
Residential mortgage-backed securities
|
|
—
|
|
|
2,290,640
|
|
|
—
|
|
|
2,290,640
|
|
||||
Other mortgage-backed securities
|
|
—
|
|
|
49,511
|
|
|
—
|
|
|
49,511
|
|
||||
Fixed maturities
|
|
$
|
—
|
|
|
$
|
12,939,716
|
|
|
$
|
508,546
|
|
|
$
|
13,448,262
|
|
Short-term investments
|
|
$
|
—
|
|
|
$
|
46,688
|
|
|
$
|
—
|
|
|
$
|
46,688
|
|
Equities
|
|
|
|
|
|
|
|
|
||||||||
Insurance
|
|
$
|
72,226
|
|
|
$
|
7,799
|
|
|
$
|
—
|
|
|
$
|
80,025
|
|
Finance
|
|
29,422
|
|
|
5,497
|
|
|
22,760
|
|
|
57,679
|
|
||||
Real estate investment trusts
|
|
46,379
|
|
|
—
|
|
|
—
|
|
|
46,379
|
|
||||
Consumer noncyclical
|
|
43,375
|
|
|
—
|
|
|
—
|
|
|
43,375
|
|
||||
Industrials
|
|
26,863
|
|
|
7,401
|
|
|
—
|
|
|
34,264
|
|
||||
Technology
|
|
21,177
|
|
|
—
|
|
|
8,207
|
|
|
29,384
|
|
||||
Consumer cyclical
|
|
25,871
|
|
|
—
|
|
|
—
|
|
|
25,871
|
|
||||
Communications
|
|
20,939
|
|
|
—
|
|
|
1,985
|
|
|
22,924
|
|
||||
Other
|
|
28,197
|
|
|
—
|
|
|
—
|
|
|
28,197
|
|
||||
Mutual funds and exchange traded funds
|
|
71,159
|
|
|
—
|
|
|
4,604
|
|
|
75,763
|
|
||||
Equities
|
|
$
|
385,608
|
|
|
$
|
20,697
|
|
|
$
|
37,556
|
|
|
$
|
443,861
|
|
Other invested assets
|
|
|
|
|
|
|
|
|
||||||||
Derivative assets
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange forward contracts
|
|
$
|
—
|
|
|
$
|
15,311
|
|
|
$
|
—
|
|
|
$
|
15,311
|
|
Futures contracts
|
|
5,675
|
|
|
—
|
|
|
—
|
|
|
5,675
|
|
||||
Insurance-linked securities
|
|
—
|
|
|
—
|
|
|
9,428
|
|
|
9,428
|
|
||||
Total return swaps
|
|
—
|
|
|
—
|
|
|
2,745
|
|
|
2,745
|
|
||||
Other
|
|
|
|
|
|
|
|
|
||||||||
Notes and loan receivables and notes securitization
|
|
—
|
|
|
—
|
|
|
125,922
|
|
|
125,922
|
|
||||
Annuities and residuals
|
|
—
|
|
|
—
|
|
|
8,436
|
|
|
8,436
|
|
||||
Private equities
|
|
—
|
|
|
—
|
|
|
71,298
|
|
|
71,298
|
|
||||
Derivative liabilities
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange forward contracts
|
|
—
|
|
|
(15,109
|
)
|
|
—
|
|
|
(15,109
|
)
|
||||
Futures contracts
|
|
(140
|
)
|
|
—
|
|
|
—
|
|
|
(140
|
)
|
||||
Insurance-linked securities
|
|
—
|
|
|
—
|
|
|
(3,944
|
)
|
|
(3,944
|
)
|
||||
Total return swaps
|
|
—
|
|
|
—
|
|
|
(2,878
|
)
|
|
(2,878
|
)
|
||||
Interest rate swaps
|
|
—
|
|
|
(24,383
|
)
|
|
—
|
|
|
(24,383
|
)
|
||||
TBAs
|
|
—
|
|
|
(1,462
|
)
|
|
—
|
|
|
(1,462
|
)
|
||||
Other invested assets
|
|
$
|
5,535
|
|
|
$
|
(25,643
|
)
|
|
$
|
211,007
|
|
|
$
|
190,899
|
|
Funds held – directly managed
|
|
|
|
|
|
|
|
|
||||||||
U.S. government and government sponsored enterprises
|
|
$
|
—
|
|
|
$
|
169,951
|
|
|
$
|
—
|
|
|
$
|
169,951
|
|
Non-U.S. sovereign government, supranational and government related
|
|
—
|
|
|
119,487
|
|
|
—
|
|
|
119,487
|
|
||||
Corporate
|
|
—
|
|
|
99,349
|
|
|
—
|
|
|
99,349
|
|
||||
Short-term investments
|
|
—
|
|
|
966
|
|
|
—
|
|
|
966
|
|
||||
Other invested assets
|
|
—
|
|
|
—
|
|
|
10,146
|
|
|
10,146
|
|
||||
Funds held – directly managed
|
|
$
|
—
|
|
|
$
|
389,753
|
|
|
$
|
10,146
|
|
|
$
|
399,899
|
|
Total
|
|
$
|
391,143
|
|
|
$
|
13,371,211
|
|
|
$
|
767,255
|
|
|
$
|
14,529,609
|
|
December 31, 2014
|
|
Quoted prices in
active markets for
identical assets
(Level 1)
|
|
Significant other
observable
inputs
(Level 2)
|
|
Significant
unobservable
inputs
(Level 3)
|
|
Total
|
||||||||
Fixed maturities
|
|
|
|
|
|
|
|
|
||||||||
U.S. government and government sponsored enterprises
|
|
$
|
—
|
|
|
$
|
2,315,422
|
|
|
$
|
—
|
|
|
$
|
2,315,422
|
|
U.S. states, territories and municipalities
|
|
—
|
|
|
380,875
|
|
|
149,728
|
|
|
530,603
|
|
||||
Non-U.S. sovereign government, supranational and government related
|
|
—
|
|
|
1,976,202
|
|
|
—
|
|
|
1,976,202
|
|
||||
Corporate
|
|
—
|
|
|
5,604,160
|
|
|
—
|
|
|
5,604,160
|
|
||||
Asset-backed securities
|
|
—
|
|
|
681,502
|
|
|
449,918
|
|
|
1,131,420
|
|
||||
Residential mortgage-backed securities
|
|
—
|
|
|
2,306,476
|
|
|
—
|
|
|
2,306,476
|
|
||||
Other mortgage-backed securities
|
|
—
|
|
|
54,462
|
|
|
—
|
|
|
54,462
|
|
||||
Fixed maturities
|
|
$
|
—
|
|
|
$
|
13,319,099
|
|
|
$
|
599,646
|
|
|
$
|
13,918,745
|
|
Short-term investments
|
|
$
|
—
|
|
|
$
|
25,678
|
|
|
$
|
—
|
|
|
$
|
25,678
|
|
Equities
|
|
|
|
|
|
|
|
|
||||||||
Real estate investment trusts
|
|
$
|
213,770
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
213,770
|
|
Insurance
|
|
140,916
|
|
|
4,521
|
|
|
—
|
|
|
145,437
|
|
||||
Energy
|
|
123,978
|
|
|
—
|
|
|
—
|
|
|
123,978
|
|
||||
Consumer noncyclical
|
|
100,134
|
|
|
—
|
|
|
—
|
|
|
100,134
|
|
||||
Finance
|
|
70,621
|
|
|
7,354
|
|
|
20,353
|
|
|
98,328
|
|
||||
Technology
|
|
52,707
|
|
|
—
|
|
|
8,555
|
|
|
61,262
|
|
||||
Communications
|
|
51,829
|
|
|
—
|
|
|
2,640
|
|
|
54,469
|
|
||||
Industrials
|
|
49,983
|
|
|
—
|
|
|
—
|
|
|
49,983
|
|
||||
Consumer cyclical
|
|
39,002
|
|
|
—
|
|
|
—
|
|
|
39,002
|
|
||||
Utilities
|
|
31,748
|
|
|
—
|
|
|
—
|
|
|
31,748
|
|
||||
Other
|
|
11,571
|
|
|
—
|
|
|
—
|
|
|
11,571
|
|
||||
Mutual funds and exchange traded funds
|
|
118,246
|
|
|
—
|
|
|
8,586
|
|
|
126,832
|
|
||||
Equities
|
|
$
|
1,004,505
|
|
|
$
|
11,875
|
|
|
$
|
40,134
|
|
|
$
|
1,056,514
|
|
Other invested assets
|
|
|
|
|
|
|
|
|
||||||||
Derivative assets
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange forward contracts
|
|
$
|
—
|
|
|
$
|
20,033
|
|
|
$
|
—
|
|
|
$
|
20,033
|
|
Futures contracts
|
|
846
|
|
|
—
|
|
|
—
|
|
|
846
|
|
||||
Insurance-linked securities
|
|
—
|
|
|
—
|
|
|
3
|
|
|
3
|
|
||||
Total return swaps
|
|
—
|
|
|
—
|
|
|
485
|
|
|
485
|
|
||||
TBAs
|
|
—
|
|
|
154
|
|
|
—
|
|
|
154
|
|
||||
Other
|
|
|
|
|
|
|
|
|
||||||||
Notes and loan receivables and notes securitization
|
|
—
|
|
|
—
|
|
|
44,817
|
|
|
44,817
|
|
||||
Annuities and residuals
|
|
—
|
|
|
—
|
|
|
13,243
|
|
|
13,243
|
|
||||
Private equities
|
|
—
|
|
|
—
|
|
|
59,872
|
|
|
59,872
|
|
||||
Derivative liabilities
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange forward contracts
|
|
—
|
|
|
(7,446
|
)
|
|
—
|
|
|
(7,446
|
)
|
||||
Foreign currency option contracts
|
|
—
|
|
|
(1,196
|
)
|
|
—
|
|
|
(1,196
|
)
|
||||
Futures contracts
|
|
(467
|
)
|
|
—
|
|
|
—
|
|
|
(467
|
)
|
||||
Insurance-linked securities
|
|
—
|
|
|
—
|
|
|
(339
|
)
|
|
(339
|
)
|
||||
Total return swaps
|
|
—
|
|
|
—
|
|
|
(2,007
|
)
|
|
(2,007
|
)
|
||||
Interest rate swaps
|
|
—
|
|
|
(16,282
|
)
|
|
—
|
|
|
(16,282
|
)
|
||||
TBAs
|
|
—
|
|
|
(240
|
)
|
|
—
|
|
|
(240
|
)
|
||||
Other invested assets
|
|
$
|
379
|
|
|
$
|
(4,977
|
)
|
|
$
|
116,074
|
|
|
$
|
111,476
|
|
Funds held – directly managed
|
|
|
|
|
|
|
|
|
||||||||
U.S. government and government sponsored enterprises
|
|
$
|
—
|
|
|
$
|
153,483
|
|
|
$
|
—
|
|
|
$
|
153,483
|
|
U.S. states, territories and municipalities
|
|
—
|
|
|
—
|
|
|
132
|
|
|
132
|
|
||||
Non-U.S. sovereign government, supranational and government related
|
|
—
|
|
|
128,233
|
|
|
—
|
|
|
128,233
|
|
||||
Corporate
|
|
—
|
|
|
177,347
|
|
|
—
|
|
|
177,347
|
|
||||
Other invested assets
|
|
—
|
|
|
—
|
|
|
13,398
|
|
|
13,398
|
|
||||
Funds held – directly managed
|
|
$
|
—
|
|
|
$
|
459,063
|
|
|
$
|
13,530
|
|
|
$
|
472,593
|
|
Total
|
|
$
|
1,004,884
|
|
|
$
|
13,810,738
|
|
|
$
|
769,384
|
|
|
$
|
15,585,006
|
|
For the year ended
December 31, 2015
|
|
Balance at
beginning
of year
|
|
Realized and
unrealized
investment
gains (losses)
included in
net income
|
|
Purchases
and
issuances
(1)
|
|
Settlements
and
sales (2) |
|
Net
transfers
into/(out of)
Level 3
|
|
Balance
at end of
year
|
|
Change in
unrealized investment gains (losses)
relating to
assets held at end of year |
||||||||||||||
Fixed maturities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
U.S. states, territories and municipalities
|
|
$
|
149,728
|
|
|
$
|
16,660
|
|
|
$
|
16,440
|
|
|
$
|
(43,981
|
)
|
|
$
|
—
|
|
|
$
|
138,847
|
|
|
$
|
16,650
|
|
Asset-backed securities
|
|
449,918
|
|
|
(11,208
|
)
|
|
171,249
|
|
|
(240,260
|
)
|
|
—
|
|
|
369,699
|
|
|
(10,368
|
)
|
|||||||
Fixed maturities
|
|
$
|
599,646
|
|
|
$
|
5,452
|
|
|
$
|
187,689
|
|
|
$
|
(284,241
|
)
|
|
$
|
—
|
|
|
$
|
508,546
|
|
|
$
|
6,282
|
|
Equities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Finance
|
|
$
|
20,353
|
|
|
$
|
2,540
|
|
|
$
|
—
|
|
|
$
|
(133
|
)
|
|
$
|
—
|
|
|
$
|
22,760
|
|
|
$
|
2,540
|
|
Technology
|
|
8,555
|
|
|
(348
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,207
|
|
|
(348
|
)
|
|||||||
Communications
|
|
2,640
|
|
|
(655
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,985
|
|
|
(655
|
)
|
|||||||
Mutual funds and exchange traded funds
|
|
8,586
|
|
|
471
|
|
|
249,340
|
|
|
(253,793
|
)
|
|
—
|
|
|
4,604
|
|
|
(1,009
|
)
|
|||||||
Equities
|
|
$
|
40,134
|
|
|
$
|
2,008
|
|
|
$
|
249,340
|
|
|
$
|
(253,926
|
)
|
|
$
|
—
|
|
|
$
|
37,556
|
|
|
$
|
528
|
|
Other invested assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Derivatives, net
|
|
$
|
(1,858
|
)
|
|
$
|
804
|
|
|
$
|
(2,051
|
)
|
|
$
|
8,456
|
|
|
$
|
—
|
|
|
$
|
5,351
|
|
|
$
|
7,648
|
|
Notes and loan receivables and notes securitization
|
|
44,817
|
|
|
(2,223
|
)
|
|
88,675
|
|
|
(5,347
|
)
|
|
—
|
|
|
125,922
|
|
|
(2,223
|
)
|
|||||||
Annuities and residuals
|
|
13,243
|
|
|
(866
|
)
|
|
—
|
|
|
(3,941
|
)
|
|
—
|
|
|
8,436
|
|
|
(472
|
)
|
|||||||
Private equities
|
|
59,872
|
|
|
1,239
|
|
|
14,484
|
|
|
(4,297
|
)
|
|
—
|
|
|
71,298
|
|
|
1,119
|
|
|||||||
Other invested assets
|
|
$
|
116,074
|
|
|
$
|
(1,046
|
)
|
|
$
|
101,108
|
|
|
$
|
(5,129
|
)
|
|
$
|
—
|
|
|
$
|
211,007
|
|
|
$
|
6,072
|
|
Funds held – directly managed
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
U.S. states, territories and municipalities
|
|
$
|
132
|
|
|
$
|
68
|
|
|
$
|
—
|
|
|
$
|
(200
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Other invested assets
|
|
13,398
|
|
|
(3,252
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,146
|
|
|
(3,252
|
)
|
|||||||
Funds held – directly managed
|
|
$
|
13,530
|
|
|
$
|
(3,184
|
)
|
|
$
|
—
|
|
|
$
|
(200
|
)
|
|
$
|
—
|
|
|
$
|
10,146
|
|
|
$
|
(3,252
|
)
|
Total
|
|
$
|
769,384
|
|
|
$
|
3,230
|
|
|
$
|
538,137
|
|
|
$
|
(543,496
|
)
|
|
$
|
—
|
|
|
$
|
767,255
|
|
|
$
|
9,630
|
|
|
(1)
|
Purchases and issuances of derivatives include issuances of
$2.1 million
.
|
(2)
|
Settlements and sales of mutual funds and exchange traded funds and private equities include sales of
$4.4 million
and
$0.2 million
, respectively.
|
For the year ended
December 31, 2014
|
|
Balance at
beginning
of year
|
|
Realized and
unrealized
investment
gains (losses)
included in
net income
|
|
Purchases
and
issuances
(1)
|
|
Settlements
and
sales (2) |
|
Net
transfers
into/(out of)
Level 3
|
|
Balance
at end of
year
|
|
Change in
unrealized investment gains (losses)
relating to
assets held at end of year |
||||||||||||||
Fixed maturities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
U.S. states, territories and municipalities
|
|
$
|
108,380
|
|
|
$
|
12,322
|
|
|
$
|
31,470
|
|
|
$
|
(2,444
|
)
|
|
$
|
—
|
|
|
$
|
149,728
|
|
|
$
|
12,315
|
|
Asset-backed securities
|
|
446,577
|
|
|
8,169
|
|
|
192,940
|
|
|
(197,768
|
)
|
|
—
|
|
|
449,918
|
|
|
8,616
|
|
|||||||
Fixed maturities
|
|
$
|
554,957
|
|
|
$
|
20,491
|
|
|
$
|
224,410
|
|
|
$
|
(200,212
|
)
|
|
$
|
—
|
|
|
$
|
599,646
|
|
|
$
|
20,931
|
|
Equities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Finance
|
|
$
|
20,207
|
|
|
$
|
146
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
20,353
|
|
|
$
|
146
|
|
Technology
|
|
7,752
|
|
|
803
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,555
|
|
|
803
|
|
|||||||
Communications
|
|
2,199
|
|
|
441
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,640
|
|
|
441
|
|
|||||||
Other
|
|
—
|
|
|
—
|
|
|
8
|
|
|
(8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Mutual funds and exchange traded funds
|
|
7,887
|
|
|
699
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,586
|
|
|
699
|
|
|||||||
Equities
|
|
$
|
38,045
|
|
|
$
|
2,089
|
|
|
$
|
8
|
|
|
$
|
(8
|
)
|
|
$
|
—
|
|
|
$
|
40,134
|
|
|
$
|
2,089
|
|
Other invested assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Derivatives, net
|
|
$
|
(788
|
)
|
|
$
|
(759
|
)
|
|
$
|
(871
|
)
|
|
$
|
560
|
|
|
$
|
—
|
|
|
$
|
(1,858
|
)
|
|
$
|
(759
|
)
|
Notes and loan receivables and notes securitization
|
|
41,446
|
|
|
(372
|
)
|
|
35,988
|
|
|
(32,245
|
)
|
|
—
|
|
|
44,817
|
|
|
1,147
|
|
|||||||
Annuities and residuals
|
|
24,064
|
|
|
(207
|
)
|
|
—
|
|
|
(10,614
|
)
|
|
—
|
|
|
13,243
|
|
|
(167
|
)
|
|||||||
Private equities
|
|
39,131
|
|
|
(3,149
|
)
|
|
28,410
|
|
|
(4,520
|
)
|
|
—
|
|
|
59,872
|
|
|
(3,180
|
)
|
|||||||
Other invested assets
|
|
$
|
103,853
|
|
|
$
|
(4,487
|
)
|
|
$
|
63,527
|
|
|
$
|
(46,819
|
)
|
|
$
|
—
|
|
|
$
|
116,074
|
|
|
$
|
(2,959
|
)
|
Funds held – directly managed
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
U.S. states, territories and municipalities
|
|
$
|
286
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
(155
|
)
|
|
$
|
—
|
|
|
$
|
132
|
|
|
$
|
13
|
|
Other invested assets
|
|
15,165
|
|
|
(2,102
|
)
|
|
781
|
|
|
(446
|
)
|
|
—
|
|
|
13,398
|
|
|
(2,102
|
)
|
|||||||
Funds held – directly managed
|
|
$
|
15,451
|
|
|
$
|
(2,101
|
)
|
|
$
|
781
|
|
|
$
|
(601
|
)
|
|
$
|
—
|
|
|
$
|
13,530
|
|
|
$
|
(2,089
|
)
|
Total
|
|
$
|
712,306
|
|
|
$
|
15,992
|
|
|
$
|
288,726
|
|
|
$
|
(247,640
|
)
|
|
$
|
—
|
|
|
$
|
769,384
|
|
|
$
|
17,972
|
|
|
(1)
|
Purchases and issuances of derivatives include issuances of
$0.9 million
.
|
(2)
|
There were no sales for the year ended
December 31, 2014
.
|
December 31, 2015
|
|
Fair value
|
|
Valuation techniques
|
|
Unobservable inputs
|
|
Range
(Weighted average)
|
||
Fixed maturities
|
|
|
|
|
|
|
|
|
||
U.S. states, territories and municipalities
|
|
$
|
138,847
|
|
|
Discounted cash flow
|
|
Credit spreads
|
|
1.2% – 10.3% (4.1%)
|
Asset-backed securities
|
|
369,699
|
|
|
Discounted cash flow
|
|
Credit spreads
|
|
4.1% – 11.4% (7.7%)
|
|
Equities
|
|
|
|
|
|
|
|
|
||
Finance
|
|
16,627
|
|
|
Weighted market comparables
|
|
Net income multiple
|
|
14.4 (14.4)
|
|
|
|
|
|
|
Tangible book value multiple
|
|
1.5 (1.5)
|
|||
|
|
|
|
|
|
Liquidity discount
|
|
25.0% (25.0%)
|
||
|
|
|
|
|
|
Comparable return
|
|
7.9% (7.9%)
|
||
Finance
|
|
6,133
|
|
|
Profitability analysis
|
|
Projected return on equity
|
|
14.0% (14.0%)
|
|
Technology
|
|
8,207
|
|
|
Weighted market comparables
|
|
Revenue multiple
|
|
1.2 (1.2)
|
|
|
|
|
|
|
Adjusted earnings multiple
|
|
8.4 (8.4)
|
|||
Communications
|
|
1,985
|
|
|
Weighted market comparables
|
|
Adjusted earnings multiple
|
|
9.4 (9.4)
|
|
|
|
|
|
|
Comparable return
|
|
0% (0%)
|
|||
Other invested assets
|
|
|
|
|
|
|
|
|
||
Total return swaps, net
|
|
(133
|
)
|
|
Discounted cash flow
|
|
Credit spreads
|
|
3.0% – 29.3% (16.5%)
|
|
Insurance-linked securities – longevity swaps
|
|
9,428
|
|
|
Discounted cash flow
|
|
Credit spreads
|
|
2.4% (2.4%)
|
|
Notes and loan receivables
|
|
84,080
|
|
|
Discounted cash flow
|
|
Credit spreads
|
|
6.0% – 26.8% (7.4%)
|
|
Notes and loan receivables
|
|
10,415
|
|
|
Discounted cash flow
|
|
Credit spreads
|
|
17.5% (17.5%)
|
|
|
|
|
|
Gross revenue/fair value
|
|
1.1 – 1.5 (1.5)
|
||||
Notes securitization
|
|
31,427
|
|
|
Discounted cash flow
|
|
Credit spreads
|
|
2.4% – 7.1% (6.9%)
|
|
Annuities and residuals
|
|
8,436
|
|
|
Discounted cash flow
|
|
Credit spreads
|
|
5.1% – 15.4% (12.7%)
|
|
|
|
|
|
|
|
Prepayment speed
|
|
0% – 15.0% (2.1%)
|
||
|
|
|
|
|
|
Constant default rate
|
|
0.3% – 17.5% (4.4%)
|
||
Private equity – direct
|
|
8,792
|
|
|
Discounted cash flow and weighted market comparables
|
|
Net income multiple
|
|
9.2 (9.2)
|
|
|
|
|
|
|
Tangible book value multiple
|
|
1.9 (1.9)
|
|||
|
|
|
|
|
Recoverability of intangible assets
|
|
0% (0%)
|
|||
Private equity funds
|
|
29,222
|
|
|
Reported market value
|
|
Net asset value, as reported
|
|
100.0% (100.0%)
|
|
|
|
|
|
|
Market adjustments
|
|
-4.9 – 5.2% (-0.5%)
|
|||
Private equity – other
|
|
33,284
|
|
|
Discounted cash flow
|
|
Effective yield
|
|
5.8% (5.8%)
|
|
Funds held – directly managed
|
|
|
|
|
|
|
|
|
||
Other invested assets
|
|
10,146
|
|
|
Reported market value
|
|
Net asset value, as reported
|
|
100.0% (100.0%)
|
|
|
|
|
|
|
Market adjustments
|
|
-16.0% – 0% (-15.0%)
|
December 31, 2014
|
|
Fair value
|
|
Valuation techniques
|
|
Unobservable inputs
|
|
Range
(Weighted average)
|
||
Fixed maturities
|
|
|
|
|
|
|
|
|
||
U.S. states, territories and municipalities
|
|
$
|
149,728
|
|
|
Discounted cash flow
|
|
Credit spreads
|
|
2.2% – 10.1% (4.6%)
|
Asset-backed securities
|
|
449,918
|
|
|
Discounted cash flow
|
|
Credit spreads
|
|
4.0% – 12.1% (7.1%)
|
|
Equities
|
|
|
|
|
|
|
|
|
||
Finance
|
|
14,561
|
|
|
Weighted market comparables
|
|
Net income multiple
|
|
19.0 (19.0)
|
|
|
|
|
|
|
Tangible book value multiple
|
|
1.3 (1.3)
|
|||
|
|
|
|
|
|
Liquidity discount
|
|
25.0% (25.0%)
|
||
|
|
|
|
|
|
Comparable return
|
|
7.3% (7.3%)
|
||
Finance
|
|
5,792
|
|
|
Profitability analysis
|
|
Projected return on equity
|
|
14.0% (14.0%)
|
|
Technology
|
|
8,555
|
|
|
Weighted market comparables
|
|
Revenue multiple
|
|
1.6 (1.6)
|
|
|
|
|
|
|
Adjusted earnings multiple
|
|
10.2 (10.2)
|
|||
Communications
|
|
2,640
|
|
|
Weighted market comparables
|
|
Adjusted earnings multiple
|
|
9.4 (9.4)
|
|
|
|
|
|
|
Comparable return
|
|
-10.6% (-10.6%)
|
|||
Other invested assets
|
|
|
|
|
|
|
|
|
||
Total return swaps, net
|
|
(1,522
|
)
|
|
Discounted cash flow
|
|
Credit spreads
|
|
3.6% – 19.3% (16.3%)
|
|
Notes and loan receivables
|
|
8,068
|
|
|
Discounted cash flow
|
|
Credit spreads
|
|
12.6% (12.6%)
|
|
Notes and loan receivables
|
|
13,237
|
|
|
Discounted cash flow
|
|
Credit spreads
|
|
17.5% (17.5%)
|
|
|
|
|
|
Gross revenue/fair value
|
|
1.5 – 1.7 (1.7)
|
||||
Notes securitization
|
|
23,512
|
|
|
Discounted cash flow
|
|
Credit spreads
|
|
3.5% – 6.6% (6.4%)
|
|
Annuities and residuals
|
|
13,243
|
|
|
Discounted cash flow
|
|
Credit spreads
|
|
4.9% – 9.6% (7.8%)
|
|
|
|
|
|
|
|
Prepayment speed
|
|
0% – 15.0% (4.3%)
|
||
|
|
|
|
|
|
Constant default rate
|
|
0.3% – 17.5% (6.3%)
|
||
Private equity – direct
|
|
8,536
|
|
|
Discounted cash flow and weighted market comparables
|
|
Net income multiple
|
|
9.0 (9.0)
|
|
|
|
|
|
|
Tangible book value multiple
|
|
2.0 (2.0)
|
|||
|
|
|
|
|
Recoverability of intangible assets
|
|
0% (0%)
|
|||
Private equity funds
|
|
18,494
|
|
|
Reported market value
|
|
Net asset value, as reported
|
|
100.0% (100.0%)
|
|
|
|
|
|
|
Market adjustments
|
|
-7.6% – 11.0% (-1.6%)
|
|||
Private equity – other
|
|
32,842
|
|
|
Discounted cash flow
|
|
Effective yield
|
|
5.8% (5.8%)
|
|
Funds held – directly managed
|
|
|
|
|
|
|
|
|
||
Other invested assets
|
|
13,398
|
|
|
Reported market value
|
|
Net asset value, as reported
|
|
100.0% (100.0%)
|
|
|
|
|
|
|
Market adjustments
|
|
-15.4% – 0% (-14.5%)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Fixed maturities and short-term investments
|
$
|
(276,776
|
)
|
|
$
|
228,781
|
|
|
$
|
(525,787
|
)
|
Equities
|
(187,561
|
)
|
|
2,605
|
|
|
118,010
|
|
|||
Other invested assets
|
(1,835
|
)
|
|
(2,664
|
)
|
|
(6,970
|
)
|
|||
Funds held – directly managed
|
(6,323
|
)
|
|
1,382
|
|
|
(27,850
|
)
|
|||
Total
|
$
|
(472,495
|
)
|
|
$
|
230,104
|
|
|
$
|
(442,597
|
)
|
•
|
U.S. government and government sponsored enterprises
—U.S. government and government sponsored enterprises securities consist primarily of bonds issued by the U.S. Treasury and corporate debt securities issued by government sponsored enterprises and federally owned or established corporations. These securities are generally priced by independent pricing services. The independent pricing services may use actual transaction prices for securities that have been actively traded. For securities that have not been actively traded, each pricing source has its own proprietary method to determine the fair value, which may incorporate option adjusted spreads (OAS), interest rate data and market news. The Company generally classifies these securities in Level 2.
|
•
|
U.S. states, territories and municipalities
—U.S. states, territories and municipalities securities consist primarily of bonds issued by U.S. states, territories and municipalities and the Federal Home Loan Mortgage Corporation. These securities are generally priced by independent pricing services using the techniques described for U.S. government and government sponsored enterprises above. The Company generally classifies these securities in Level 2. Certain of the bonds that are issued by municipal housing authorities and the Federal Home Loan Mortgage Corporation are not actively traded and are priced based on internal models using unobservable inputs. Accordingly, the Company classifies these securities in Level 3. The significant unobservable input used in the fair value measurement of these U.S. states, territories and municipalities securities classified as Level 3 is credit spreads. A significant increase (decrease) in credit spreads in isolation could result in a significantly lower (higher) fair value measurement.
|
•
|
Non-U.S. sovereign government, supranational and government related
—Non-U.S. sovereign government, supranational and government related securities consist primarily of bonds issued by non-U.S. national governments and their agencies, non-U.S. regional governments and supranational organizations. These securities are generally priced by independent pricing services using the techniques described for U.S. government and government sponsored enterprises above. The Company generally classifies these securities in Level 2.
|
•
|
Corporate
—Corporate securities consist primarily of bonds issued by U.S. and foreign corporations covering a variety of industries and issuing countries. These securities are generally priced by independent pricing services and brokers. The pricing provider incorporates information including credit spreads, interest rate data and market news into the valuation of each security. The Company generally classifies these securities in Level 2. When a corporate security is inactively traded or the valuation model uses unobservable inputs, the Company classifies the security in Level 3.
|
•
|
Asset-backed securities
—Asset
-
backed securities primarily consist of bonds issued by U.S. and foreign corporations that are predominantly backed by student loans, automobile loans, credit card receivables, equipment leases, and special purpose financing. With the exception of special purpose financing securities, these asset-backed securities are generally priced by independent pricing services and brokers. The pricing provider applies dealer quotes and other available trade information, prepayment speeds, yield curves and credit spreads to the valuation. The Company generally classifies these securities in Level 2. Special purpose financing securities are generally inactively traded and are priced based on valuation models using unobservable inputs. The Company generally classifies these securities in Level 3. The significant unobservable input used in the fair value measurement of these asset-backed securities classified as Level 3 is credit spreads. A significant increase (decrease) in credit spreads in isolation could result in a significantly lower (higher) fair value measurement.
|
•
|
Residential mortgage-backed securities
—Residential mortgage-backed securities primarily consist of bonds issued by the Government National Mortgage Association, the Federal National Mortgage Association, the Federal Home Loan Mortgage Corporation, as well as private, non-agency issuers. These residential mortgage-backed securities are generally priced by independent pricing services and brokers. When current market trades are not available, the pricing provider or the Company will employ proprietary models with observable inputs including other trade information, prepayment speeds, yield curves and credit spreads. The Company generally classifies these securities in Level 2.
|
•
|
Other mortgage-backed securities
—Other mortgage-backed securities primarily consist of commercial mortgage-backed securities. These securities are generally priced by independent pricing services and brokers. The pricing provider applies dealer quotes and other available trade information, prepayment speeds, yield curves and credit spreads to the valuation. The Company generally classifies these securities in Level 2.
|
•
|
the fair value of the Senior Notes was calculated based on discounted cash flow models using observable market yields and contractual cash flows based on the aggregate principal amount outstanding of
$250 million
from PartnerRe Finance A LLC and
$500 million
from PartnerRe Finance B LLC at
December 31, 2015
and
2014
; and
|
•
|
the fair value of the CENts was calculated based on discounted cash flow models using observable market yields and contractual cash flows based on the aggregate principal amount outstanding of
$63 million
from PartnerRe Finance II Inc. at
December 31, 2015
and
2014
.
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
||||||||
Debt related to senior notes
(1)
|
$
|
750,000
|
|
|
$
|
829,755
|
|
|
$
|
750,000
|
|
|
$
|
853,792
|
|
Debt related to CENts
(2)
|
63,384
|
|
|
63,265
|
|
|
63,384
|
|
|
62,309
|
|
|
(1)
|
PartnerRe Finance A LLC and PartnerRe Finance B LLC, the issuers of the Senior Notes, do not meet consolidation requirements under U.S. GAAP. Accordingly, the Company shows the related intercompany debt of
$750 million
in its Consolidated Balance Sheets at
December 31, 2015
and
2014
.
|
(2)
|
PartnerRe Finance II Inc., the issuer of the CENts, does not meet consolidation requirements under U.S. GAAP. Accordingly, the Company shows the related intercompany debt of
$71 million
in its Consolidated Balance Sheets at
December 31, 2015
and
2014
.
|
December 31, 2015
|
|
Cost
(1)
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Value
|
||||||||
Fixed maturities
|
|
|
|
|
|
|
|
|
||||||||
U.S. government and government sponsored enterprises
|
|
$
|
2,887,000
|
|
|
$
|
4,253
|
|
|
$
|
(18,408
|
)
|
|
$
|
2,872,845
|
|
U.S. states, territories and municipalities
|
|
743,413
|
|
|
39,543
|
|
|
(4,630
|
)
|
|
778,326
|
|
||||
Non-U.S. sovereign government, supranational and government related
|
|
1,271,416
|
|
|
71,399
|
|
|
(9,890
|
)
|
|
1,332,925
|
|
||||
Corporate
|
|
5,035,006
|
|
|
138,678
|
|
|
(87,485
|
)
|
|
5,086,199
|
|
||||
Asset-backed securities
|
|
1,040,144
|
|
|
13,341
|
|
|
(15,669
|
)
|
|
1,037,816
|
|
||||
Residential mortgage-backed securities
|
|
2,287,173
|
|
|
41,154
|
|
|
(37,687
|
)
|
|
2,290,640
|
|
||||
Other mortgage-backed securities
|
|
49,667
|
|
|
1,025
|
|
|
(1,181
|
)
|
|
49,511
|
|
||||
Fixed maturities
|
|
$
|
13,313,819
|
|
|
$
|
309,393
|
|
|
$
|
(174,950
|
)
|
|
$
|
13,448,262
|
|
Short-term investments
|
|
46,689
|
|
|
33
|
|
|
(34
|
)
|
|
46,688
|
|
||||
Equities
|
|
418,428
|
|
|
71,328
|
|
|
(45,895
|
)
|
|
443,861
|
|
||||
Total
|
|
$
|
13,778,936
|
|
|
$
|
380,754
|
|
|
$
|
(220,879
|
)
|
|
$
|
13,938,811
|
|
December 31, 2014
|
|
Cost
(1)
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Value
|
||||||||
Fixed maturities
|
|
|
|
|
|
|
|
|
||||||||
U.S. government and government sponsored enterprises
|
|
$
|
2,308,264
|
|
|
$
|
13,350
|
|
|
$
|
(6,192
|
)
|
|
$
|
2,315,422
|
|
U.S. states, territories and municipalities
|
|
511,228
|
|
|
21,058
|
|
|
(1,683
|
)
|
|
530,603
|
|
||||
Non-U.S. sovereign government, supranational and government related
|
|
1,866,915
|
|
|
112,029
|
|
|
(2,742
|
)
|
|
1,976,202
|
|
||||
Corporate
|
|
5,363,006
|
|
|
263,349
|
|
|
(22,195
|
)
|
|
5,604,160
|
|
||||
Asset-backed securities
|
|
1,110,393
|
|
|
23,131
|
|
|
(2,104
|
)
|
|
1,131,420
|
|
||||
Residential mortgage-backed securities
|
|
2,276,200
|
|
|
56,875
|
|
|
(26,599
|
)
|
|
2,306,476
|
|
||||
Other mortgage-backed securities
|
|
53,627
|
|
|
1,487
|
|
|
(652
|
)
|
|
54,462
|
|
||||
Fixed maturities
|
|
$
|
13,489,633
|
|
|
$
|
491,279
|
|
|
$
|
(62,167
|
)
|
|
$
|
13,918,745
|
|
Short-term investments
|
|
25,699
|
|
|
4
|
|
|
(25
|
)
|
|
25,678
|
|
||||
Equities
|
|
843,429
|
|
|
240,667
|
|
|
(27,582
|
)
|
|
1,056,514
|
|
||||
Total
|
|
$
|
14,358,761
|
|
|
$
|
731,950
|
|
|
$
|
(89,774
|
)
|
|
$
|
15,000,937
|
|
|
(1)
|
Cost is amortized cost for fixed maturities and short-term investments and cost for equity securities.
|
|
|
Amortized Cost
|
|
Fair Value
|
||||
One year or less
|
|
$
|
556,422
|
|
|
$
|
555,956
|
|
More than one year through five years
|
|
4,552,338
|
|
|
4,608,744
|
|
||
More than five years through ten years
|
|
3,336,663
|
|
|
3,341,696
|
|
||
More than ten years
|
|
1,538,101
|
|
|
1,610,587
|
|
||
Subtotal
|
|
$
|
9,983,524
|
|
|
$
|
10,116,983
|
|
Mortgage/asset-backed securities
|
|
3,376,984
|
|
|
3,377,967
|
|
||
Total
|
|
$
|
13,360,508
|
|
|
$
|
13,494,950
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net realized investment gains on fixed maturities and short-term investments
|
|
$
|
66,296
|
|
|
$
|
120,734
|
|
|
$
|
118,575
|
|
Net realized investment gains on equities
|
|
137,609
|
|
|
98,733
|
|
|
75,217
|
|
|||
Net realized investment (losses) gains on other invested assets
|
|
(33,317
|
)
|
|
(20,686
|
)
|
|
20,497
|
|
|||
Change in net unrealized investment gains (losses) on other invested assets
|
|
844
|
|
|
(58,180
|
)
|
|
56,652
|
|
|||
Change in net unrealized investment (losses) gains on fixed maturities and short-term investments
|
|
(276,776
|
)
|
|
228,781
|
|
|
(525,787
|
)
|
|||
Change in net unrealized investment (losses) gains on equities
|
|
(187,561
|
)
|
|
2,605
|
|
|
118,010
|
|
|||
Net other realized and unrealized investment gains (losses)
|
|
1,053
|
|
|
(3,624
|
)
|
|
(2,107
|
)
|
|||
Net realized and unrealized investment (losses) gains on funds held – directly managed
|
|
(5,627
|
)
|
|
3,433
|
|
|
(21,792
|
)
|
|||
Total net realized and unrealized investment (losses) gains
|
|
$
|
(297,479
|
)
|
|
$
|
371,796
|
|
|
$
|
(160,735
|
)
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Fixed maturities
|
|
$
|
425,541
|
|
|
$
|
443,414
|
|
|
$
|
446,299
|
|
Short-term investments and cash and cash equivalents
|
|
854
|
|
|
868
|
|
|
1,886
|
|
|||
Equities
|
|
30,739
|
|
|
40,326
|
|
|
32,989
|
|
|||
Funds held and other
|
|
27,406
|
|
|
33,192
|
|
|
34,215
|
|
|||
Funds held – directly managed
|
|
11,676
|
|
|
13,841
|
|
|
20,502
|
|
|||
Investment expenses
|
|
(46,432
|
)
|
|
(51,945
|
)
|
|
(51,524
|
)
|
|||
Net investment income
|
|
$
|
449,784
|
|
|
$
|
479,696
|
|
|
$
|
484,367
|
|
|
|
2015
|
|
2014
|
||||
Receivable for securities sold
|
|
$
|
34,497
|
|
|
$
|
51,586
|
|
Payable for securities purchased
|
|
(219,707
|
)
|
|
(63,779
|
)
|
||
Net payable for securities purchased
|
|
$
|
(185,210
|
)
|
|
$
|
(12,193
|
)
|
December 31, 2015
|
|
Cost
(1)
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Value
|
||||||||
Fixed maturities
|
|
|
|
|
|
|
|
|
||||||||
U.S. government and government sponsored enterprises
|
|
$
|
168,197
|
|
|
$
|
2,209
|
|
|
$
|
(455
|
)
|
|
$
|
169,951
|
|
Non-U.S. sovereign government, supranational and government related
|
|
112,724
|
|
|
6,827
|
|
|
(64
|
)
|
|
119,487
|
|
||||
Corporate
|
|
94,725
|
|
|
4,624
|
|
|
—
|
|
|
99,349
|
|
||||
Fixed maturities
|
|
$
|
375,646
|
|
|
$
|
13,660
|
|
|
$
|
(519
|
)
|
|
$
|
388,787
|
|
Short-term investments
|
|
966
|
|
|
—
|
|
|
—
|
|
|
966
|
|
||||
Other invested assets
|
|
21,231
|
|
|
—
|
|
|
(11,059
|
)
|
|
10,172
|
|
||||
Total
|
|
$
|
397,843
|
|
|
$
|
13,660
|
|
|
$
|
(11,578
|
)
|
|
$
|
399,925
|
|
December 31, 2014
|
|
Cost
(1)
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Value
|
||||||||
Fixed maturities
|
|
|
|
|
|
|
|
|
||||||||
U.S. government and government sponsored enterprises
|
|
$
|
150,242
|
|
|
$
|
3,302
|
|
|
$
|
(61
|
)
|
|
$
|
153,483
|
|
U.S. states, territories and municipalities
|
|
214
|
|
|
—
|
|
|
(82
|
)
|
|
132
|
|
||||
Non-U.S. sovereign government, supranational and government related
|
|
119,732
|
|
|
8,536
|
|
|
(35
|
)
|
|
128,233
|
|
||||
Corporate
|
|
168,697
|
|
|
8,650
|
|
|
—
|
|
|
177,347
|
|
||||
Fixed maturities
|
|
$
|
438,885
|
|
|
$
|
20,488
|
|
|
$
|
(178
|
)
|
|
$
|
459,195
|
|
Other invested assets
|
|
25,388
|
|
|
—
|
|
|
(11,837
|
)
|
|
13,551
|
|
||||
Total
|
|
$
|
464,273
|
|
|
$
|
20,488
|
|
|
$
|
(12,015
|
)
|
|
$
|
472,746
|
|
|
(1)
|
Cost is amortized cost for fixed maturities and short-term investments.
|
|
|
Amortized Cost
|
|
Fair Value
|
||||
One year or less
|
|
$
|
72,450
|
|
|
$
|
73,144
|
|
More than one year through five years
|
|
187,504
|
|
|
195,500
|
|
||
More than five years through ten years
|
|
96,533
|
|
|
100,700
|
|
||
More than ten years
|
|
20,125
|
|
|
20,409
|
|
||
Total
|
|
$
|
376,612
|
|
|
$
|
389,753
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net realized investment gains on fixed maturities and short-term investments
|
|
$
|
64
|
|
|
$
|
1,959
|
|
|
$
|
6,021
|
|
Net realized investment gains on other invested assets
|
|
472
|
|
|
53
|
|
|
19
|
|
|||
Change in net unrealized investment (losses) gains on fixed maturities and short-term investments
|
|
(5,774
|
)
|
|
1,938
|
|
|
(24,176
|
)
|
|||
Change in net unrealized investment losses on other invested assets
|
|
(389
|
)
|
|
(517
|
)
|
|
(3,656
|
)
|
|||
Net realized and unrealized investment (losses) gains on funds held – directly managed
|
|
$
|
(5,627
|
)
|
|
$
|
3,433
|
|
|
$
|
(21,792
|
)
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Fixed maturities
|
|
$
|
10,528
|
|
|
$
|
12,789
|
|
|
$
|
18,804
|
|
Short-term investments and cash and cash equivalents
|
|
81
|
|
|
59
|
|
|
1,246
|
|
|||
Other
|
|
1,776
|
|
|
1,760
|
|
|
1,287
|
|
|||
Investment expenses
|
|
(709
|
)
|
|
(767
|
)
|
|
(835
|
)
|
|||
Net investment income on funds held – directly managed
|
|
$
|
11,676
|
|
|
$
|
13,841
|
|
|
$
|
20,502
|
|
|
|
Asset
derivatives
at fair value
|
|
Liability
derivatives
at fair value
|
|
Net derivatives
|
||||||||||
December 31, 2015
|
|
Net notional
exposure
|
|
Fair value
|
||||||||||||
Derivatives designated as hedges
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange forward contracts (net investment hedge)
|
|
$
|
—
|
|
|
$
|
(9,305
|
)
|
|
$
|
392,523
|
|
|
$
|
(9,305
|
)
|
Total derivatives designated as hedges
|
|
$
|
—
|
|
|
$
|
(9,305
|
)
|
|
|
|
$
|
(9,305
|
)
|
||
|
|
|
|
|
|
|
|
|
||||||||
Derivatives not designated as hedges
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange forward contracts
|
|
$
|
15,311
|
|
|
$
|
(5,804
|
)
|
|
$
|
1,708,285
|
|
|
$
|
9,507
|
|
Foreign currency option contracts
|
|
—
|
|
|
—
|
|
|
82,148
|
|
|
—
|
|
||||
Futures contracts
|
|
5,675
|
|
|
(140
|
)
|
|
3,610,658
|
|
|
5,535
|
|
||||
Insurance-linked securities
(1)
|
|
9,428
|
|
|
(3,944
|
)
|
|
140,320
|
|
|
5,484
|
|
||||
Total return swaps
|
|
2,745
|
|
|
(2,878
|
)
|
|
42,438
|
|
|
(133
|
)
|
||||
Interest rate swaps
(2)
|
|
—
|
|
|
(24,383
|
)
|
|
196,804
|
|
|
(24,383
|
)
|
||||
TBAs
|
|
—
|
|
|
(1,462
|
)
|
|
447,315
|
|
|
(1,462
|
)
|
||||
Total derivatives not designated as hedges
|
|
$
|
33,159
|
|
|
$
|
(38,611
|
)
|
|
|
|
$
|
(5,452
|
)
|
||
|
|
|
|
|
|
|
|
|
||||||||
Total derivatives
|
|
$
|
33,159
|
|
|
$
|
(47,916
|
)
|
|
|
|
$
|
(14,757
|
)
|
|
|
Asset
derivatives
at fair value
|
|
Liability
derivatives
at fair value
|
|
Net derivatives
|
||||||||||
December 31, 2014
|
|
Net notional
exposure
|
|
Fair value
|
||||||||||||
Derivatives not designated as hedges
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange forward contracts
|
|
$
|
20,033
|
|
|
$
|
(7,446
|
)
|
|
$
|
2,080,276
|
|
|
$
|
12,587
|
|
Foreign currency option contracts
|
|
—
|
|
|
(1,196
|
)
|
|
43,380
|
|
|
(1,196
|
)
|
||||
Futures contracts
|
|
846
|
|
|
(467
|
)
|
|
2,348,735
|
|
|
379
|
|
||||
Insurance-linked securities
(1)
|
|
3
|
|
|
(339
|
)
|
|
145,481
|
|
|
(336
|
)
|
||||
Total return swaps
|
|
485
|
|
|
(2,007
|
)
|
|
42,524
|
|
|
(1,522
|
)
|
||||
Interest rate swaps
(2)
|
|
—
|
|
|
(16,282
|
)
|
|
201,160
|
|
|
(16,282
|
)
|
||||
TBAs
|
|
154
|
|
|
(240
|
)
|
|
235,105
|
|
|
(86
|
)
|
||||
Total derivatives
|
|
$
|
21,521
|
|
|
$
|
(27,977
|
)
|
|
|
|
$
|
(6,456
|
)
|
|
(1)
|
At
December 31, 2015
and
2014
, insurance-linked securities include a longevity swap for which the notional amount is not reflective of the overall potential exposure of the swap. As such, the Company has included the probable maximum loss under the swap within the net notional exposure as an approximation of the notional amount.
|
(2)
|
The Company enters into interest rate swaps to mitigate notional exposures on certain total return swaps and certain fixed maturities. Only the notional value of interest rate swaps on fixed maturities is presented separately in the table.
|
|
2015
|
|
2014
|
|
2013
|
||||||
Foreign exchange forward contracts
|
$
|
(29,217
|
)
|
|
$
|
39,399
|
|
|
$
|
(59,019
|
)
|
Foreign currency option contracts
|
(3,472
|
)
|
|
(810
|
)
|
|
(5,164
|
)
|
|||
Total included in net foreign exchange gains and losses
|
$
|
(32,689
|
)
|
|
$
|
38,589
|
|
|
$
|
(64,183
|
)
|
Futures contracts
|
$
|
(32,004
|
)
|
|
$
|
(72,146
|
)
|
|
$
|
78,841
|
|
Insurance-linked securities
|
(1,556
|
)
|
|
230
|
|
|
(707
|
)
|
|||
Total return swaps
|
1,390
|
|
|
(1,002
|
)
|
|
(6,597
|
)
|
|||
Interest rate swaps
|
(8,101
|
)
|
|
(15,871
|
)
|
|
7,469
|
|
|||
TBAs
|
2,877
|
|
|
13,166
|
|
|
(8,808
|
)
|
|||
Other
|
2,493
|
|
|
(3
|
)
|
|
(11
|
)
|
|||
Total included in net realized and unrealized investment gains and losses
|
$
|
(34,901
|
)
|
|
$
|
(75,626
|
)
|
|
$
|
70,187
|
|
Total derivatives not designated as hedges
|
$
|
(67,590
|
)
|
|
$
|
(37,037
|
)
|
|
$
|
6,004
|
|
|
|
|
|
Gross
amounts
offset in the
balance sheet
|
|
Net amounts of
assets/liabilities
presented in the
balance sheet
|
|
Gross amounts not offset
in the balance sheet
|
|
|
||||||||||||||
December 31, 2015
|
|
Gross
amounts
recognized
(1)
|
|
Financial
instruments
|
|
Cash collateral
received/pledged
|
|
Net amount
|
||||||||||||||||
Total derivative assets
|
|
$
|
33,159
|
|
|
$
|
—
|
|
|
$
|
33,159
|
|
|
$
|
(1,037
|
)
|
|
$
|
(10,222
|
)
|
|
$
|
21,900
|
|
Total derivative liabilities
|
|
$
|
(47,916
|
)
|
|
$
|
—
|
|
|
$
|
(47,916
|
)
|
|
$
|
1,037
|
|
|
$
|
25,904
|
|
|
$
|
(20,975
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total derivative assets
|
|
$
|
21,521
|
|
|
$
|
—
|
|
|
$
|
21,521
|
|
|
$
|
(766
|
)
|
|
$
|
(8,536
|
)
|
|
$
|
12,219
|
|
Total derivative liabilities
|
|
$
|
(27,977
|
)
|
|
$
|
—
|
|
|
$
|
(27,977
|
)
|
|
$
|
766
|
|
|
$
|
14,858
|
|
|
$
|
(12,353
|
)
|
|
(1)
|
Amounts include all derivative instruments, irrespective of whether there is a legally enforceable master netting arrangement in place.
|
2015
|
|
Goodwill
|
|
Definite-
lived intangible
assets
|
|
Indefinite-
lived intangible
asset
|
|
Total
intangible assets
|
||||||||
Balance at January 1
|
|
$
|
456,380
|
|
|
$
|
152,254
|
|
|
$
|
7,350
|
|
|
$
|
159,604
|
|
Intangible assets amortization
|
|
n/a
|
|
|
(26,593
|
)
|
|
n/a
|
|
|
(26,593
|
)
|
||||
Balance at December 31
|
|
$
|
456,380
|
|
|
$
|
125,661
|
|
|
$
|
7,350
|
|
|
$
|
133,011
|
|
|
|
|
|
|
|
|
|
|
||||||||
2014
|
|
Goodwill
|
|
Definite-
lived intangible
assets
|
|
Indefinite-
lived intangible
asset
|
|
Total
intangible assets
|
||||||||
Balance at January 1
|
|
$
|
456,380
|
|
|
$
|
179,740
|
|
|
$
|
7,350
|
|
|
$
|
187,090
|
|
Intangible assets amortization
|
|
n/a
|
|
|
(27,486
|
)
|
|
n/a
|
|
|
(27,486
|
)
|
||||
Balance at December 31
|
|
$
|
456,380
|
|
|
$
|
152,254
|
|
|
$
|
7,350
|
|
|
$
|
159,604
|
|
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||
|
|
Gross carrying
value
|
|
Accumulated
amortization
|
|
Gross carrying
value
|
|
Accumulated
amortization
|
||||||||
Definite-lived intangible assets:
|
|
|
|
|
|
|
|
|
||||||||
Unpaid losses and loss expenses
|
|
$
|
191,196
|
|
|
$
|
145,808
|
|
|
$
|
191,196
|
|
|
$
|
131,908
|
|
Renewal rights
|
|
48,163
|
|
|
18,226
|
|
|
48,163
|
|
|
12,273
|
|
||||
Customer relationships
|
|
63,408
|
|
|
13,072
|
|
|
63,408
|
|
|
6,332
|
|
||||
Total definite-lived intangible assets
|
|
$
|
302,767
|
|
|
$
|
177,106
|
|
|
$
|
302,767
|
|
|
$
|
150,513
|
|
Indefinite-lived intangible asset:
|
|
|
|
|
|
|
|
|
||||||||
U.S. insurance licenses
|
|
7,350
|
|
|
n/a
|
|
|
7,350
|
|
|
n/a
|
|
||||
Total intangible assets
|
|
$
|
310,117
|
|
|
$
|
177,106
|
|
|
$
|
310,117
|
|
|
$
|
150,513
|
|
|
|
Amount
|
||
Non-life segment:
|
|
||
North America
|
$
|
82,026
|
|
Global (Non-U.S.) P&C
|
149,895
|
|
|
Global Specialty
|
179,641
|
|
|
Catastrophe
|
26,014
|
|
|
Life and Health segment
|
18,804
|
|
|
Total goodwill
|
$
|
456,380
|
|
Year
|
|
Amount
|
||
2016
|
|
$
|
25,919
|
|
2017
|
|
22,818
|
|
|
2018
|
|
21,247
|
|
|
2019
|
|
18,153
|
|
|
2020
|
|
10,823
|
|
|
Total
|
|
$
|
98,960
|
|
|
|
2015
|
|
2014
|
||||
Case reserves
|
|
$
|
3,716,195
|
|
|
$
|
4,236,038
|
|
ACRs
|
|
190,183
|
|
|
253,890
|
|
||
IBNR reserves
|
|
5,158,333
|
|
|
5,255,878
|
|
||
Total unpaid losses and loss expenses
|
|
$
|
9,064,711
|
|
|
$
|
9,745,806
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Gross liability at beginning of year
|
|
$
|
9,745,806
|
|
|
$
|
10,646,318
|
|
|
$
|
10,709,371
|
|
Reinsurance recoverable at beginning of year
|
|
214,349
|
|
|
267,384
|
|
|
291,330
|
|
|||
Net liability at beginning of year
|
|
9,531,457
|
|
|
10,378,934
|
|
|
10,418,041
|
|
|||
Net incurred losses related to:
|
|
|
|
|
|
|
||||||
Current year
|
|
3,023,704
|
|
|
3,122,981
|
|
|
3,118,755
|
|
|||
Prior years
|
|
(830,705
|
)
|
|
(660,413
|
)
|
|
(721,499
|
)
|
|||
|
|
2,192,999
|
|
|
2,462,568
|
|
|
2,397,256
|
|
|||
Change in Paris Re Reserve Agreement
|
|
(8,771
|
)
|
|
(25,412
|
)
|
|
(49,544
|
)
|
|||
Net paid losses related to:
|
|
|
|
|
|
|
||||||
Current year
|
|
250,720
|
|
|
267,806
|
|
|
242,053
|
|
|||
Prior years
|
|
2,171,883
|
|
|
2,530,743
|
|
|
2,159,506
|
|
|||
|
|
2,422,603
|
|
|
2,798,549
|
|
|
2,401,559
|
|
|||
Effects of foreign exchange rate changes
|
|
(417,605
|
)
|
|
(486,084
|
)
|
|
14,740
|
|
|||
Net liability at end of year
|
|
8,875,477
|
|
|
9,531,457
|
|
|
10,378,934
|
|
|||
Reinsurance recoverable at end of year
|
|
189,234
|
|
|
214,349
|
|
|
267,384
|
|
|||
Gross liability at end of year
|
|
$
|
9,064,711
|
|
|
$
|
9,745,806
|
|
|
$
|
10,646,318
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net incurred losses related to:
|
|
|
|
|
|
|
||||||
Non-life
|
|
$
|
2,192,999
|
|
|
$
|
2,462,568
|
|
|
$
|
2,397,256
|
|
Life and Health
|
|
964,421
|
|
|
1,000,202
|
|
|
760,552
|
|
|||
Losses and loss expenses and life policy benefits
|
|
$
|
3,157,420
|
|
|
$
|
3,462,770
|
|
|
$
|
3,157,808
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net favorable prior year loss development:
|
|
|
|
|
|
|
||||||
Non-life sub-segment
|
|
|
|
|
|
|
||||||
North America
|
|
$
|
284,406
|
|
|
$
|
250,942
|
|
|
$
|
222,839
|
|
Global (Non-U.S.) P&C
|
|
96,438
|
|
|
134,394
|
|
|
180,052
|
|
|||
Global Specialty
|
|
434,244
|
|
|
257,696
|
|
|
227,383
|
|
|||
Catastrophe
|
|
15,617
|
|
|
17,381
|
|
|
91,225
|
|
|||
Total net favorable prior year loss development
|
|
$
|
830,705
|
|
|
$
|
660,413
|
|
|
$
|
721,499
|
|
|
|
Premiums
Written
|
|
Premiums
Earned
|
|
Losses and Loss
Expenses and Life
Policy Benefits
|
||||||
2015
|
|
|
|
|
|
|
||||||
Assumed
|
|
$
|
5,547,525
|
|
|
$
|
5,570,321
|
|
|
$
|
3,215,665
|
|
Ceded
|
|
317,977
|
|
|
301,143
|
|
|
58,245
|
|
|||
Net
|
|
$
|
5,229,548
|
|
|
$
|
5,269,178
|
|
|
$
|
3,157,420
|
|
|
|
|
|
|
|
|
||||||
2014
|
|
|
|
|
|
|
||||||
Assumed
|
|
$
|
5,932,003
|
|
|
$
|
5,824,398
|
|
|
$
|
3,503,060
|
|
Ceded
|
|
212,119
|
|
|
215,203
|
|
|
40,290
|
|
|||
Net
|
|
$
|
5,719,884
|
|
|
$
|
5,609,195
|
|
|
$
|
3,462,770
|
|
|
|
|
|
|
|
|
||||||
2013
|
|
|
|
|
|
|
||||||
Assumed
|
|
$
|
5,569,706
|
|
|
$
|
5,373,866
|
|
|
$
|
3,207,860
|
|
Ceded
|
|
173,180
|
|
|
175,656
|
|
|
50,052
|
|
|||
Net
|
|
$
|
5,396,526
|
|
|
$
|
5,198,210
|
|
|
$
|
3,157,808
|
|
|
|
Shares
|
|
Designated common shares
|
|
100.0
|
|
Designated 6.5% Series D cumulative redeemable preferred shares
|
|
9.2
|
|
Designated 7.25% Series E cumulative redeemable preferred shares
|
|
17.0
|
|
Designated 5.875% Series F non-cumulative redeemable preferred shares
|
|
14.0
|
|
Designated and redeemed preference shares
|
|
26.0
|
|
Undesignated
|
|
33.8
|
|
|
|
200.0
|
|
|
|
Series C
|
|
Series D
|
|
Series E
|
|
Series F
|
||||||||
Date of issuance
|
|
May 2003
|
|
|
November 2004
|
|
|
June 2011
|
|
|
February 2013
|
|
||||
Number of preferred shares issued
|
|
11.6
|
|
|
9.2
|
|
|
15.0
|
|
|
10.0
|
|
||||
Annual dividend rate
|
|
6.75
|
%
|
|
6.5
|
%
|
|
7.25
|
%
|
|
5.875
|
%
|
||||
Total consideration
|
|
$
|
280.9
|
|
|
$
|
222.3
|
|
|
$
|
361.7
|
|
|
$
|
242.3
|
|
Underwriting discounts and commissions
|
|
$
|
9.1
|
|
|
$
|
7.7
|
|
|
$
|
12.1
|
|
|
$
|
7.7
|
|
Aggregate liquidation value
|
|
$
|
290.0
|
|
|
$
|
230.0
|
|
|
$
|
373.8
|
|
|
$
|
250.0
|
|
Date of redemption
|
|
March 2013
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Net income attributable to PartnerRe Ltd.
|
$
|
104,381
|
|
|
$
|
1,054,974
|
|
|
$
|
664,008
|
|
Less: preferred dividends
|
56,735
|
|
|
56,735
|
|
|
57,861
|
|
|||
Less: loss on redemption of preferred shares
|
—
|
|
|
—
|
|
|
9,135
|
|
|||
Net income attributable to PartnerRe Ltd. common shareholders
|
$
|
47,646
|
|
|
$
|
998,239
|
|
|
$
|
597,012
|
|
Denominator:
|
|
|
|
|
|
||||||
Weighted number of common shares outstanding – basic
|
47,771,673
|
|
|
50,019,480
|
|
|
55,378,980
|
|
|||
Share options and other
(1)
|
1,168,197
|
|
|
1,154,745
|
|
|
1,069,125
|
|
|||
Weighted average number of common shares and common share equivalents outstanding – diluted
|
48,939,870
|
|
|
51,174,225
|
|
|
56,448,105
|
|
|||
Basic net income per share
|
$
|
1.00
|
|
|
$
|
19.96
|
|
|
$
|
10.78
|
|
Diluted net income per share
(1)
|
$
|
0.97
|
|
|
$
|
19.51
|
|
|
$
|
10.58
|
|
Dividends declared per common share
|
$
|
2.80
|
|
|
$
|
2.68
|
|
|
$
|
2.56
|
|
Anti-dilutive common shares excluded from weighted average number of common shares and common share equivalents outstanding - diluted
(1)
|
49,411
|
|
|
127,329
|
|
|
14,784
|
|
|
(1)
|
Where the exercise price of share based awards is greater than the average market price of the common shares, the common shares are considered anti-dilutive and are excluded from the calculation of weighted average number of common shares and common share equivalents outstanding - diluted.
|
|
2015
|
|
2014
|
||||
Balance at January 1
|
$
|
55,501
|
|
|
$
|
56,627
|
|
Net income attributable to noncontrolling interests
|
2,769
|
|
|
13,139
|
|
||
Distribution to noncontrolling interests
|
(55,820
|
)
|
|
(14,265
|
)
|
||
Balance at December 31
|
$
|
2,450
|
|
|
$
|
55,501
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
PartnerRe Bermuda
|
|
$
|
444
|
|
|
$
|
660
|
|
|
$
|
616
|
|
PartnerRe Europe
|
|
75
|
|
|
298
|
|
|
9
|
|
|||
PartnerRe U.S.
|
|
219
|
|
|
236
|
|
|
123
|
|
|
|
PartnerRe Bermuda
|
|
PartnerRe Europe
|
|
PartnerRe U.S.
|
||||||||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||||||
Required statutory capital and surplus
|
|
$
|
2,041
|
|
|
$
|
1,984
|
|
|
$
|
805
|
|
|
$
|
867
|
|
|
$
|
701
|
|
|
$
|
764
|
|
Actual statutory capital and surplus
|
|
3,032
|
|
|
3,157
|
|
|
1,062
|
|
|
1,400
|
|
|
1,405
|
|
|
1,420
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Current income tax expense
|
|
|
|
|
|
|
||||||
U.S.
|
|
$
|
81,066
|
|
|
$
|
51,615
|
|
|
$
|
55,993
|
|
Non U.S.
|
|
95,720
|
|
|
184,367
|
|
|
73,599
|
|
|||
Total current income tax expense
|
|
$
|
176,786
|
|
|
$
|
235,982
|
|
|
$
|
129,592
|
|
Deferred income tax (benefit) expense
|
|
|
|
|
|
|
||||||
U.S.
|
|
$
|
(59,624
|
)
|
|
$
|
20,410
|
|
|
$
|
(13,693
|
)
|
Non U.S.
|
|
(44,125
|
)
|
|
(17,636
|
)
|
|
(70,886
|
)
|
|||
Total deferred income tax (benefit) expense
|
|
$
|
(103,749
|
)
|
|
$
|
2,774
|
|
|
$
|
(84,579
|
)
|
Unrecognized tax expense (benefit)
|
|
|
|
|
|
|
||||||
U.S.
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(335
|
)
|
Non U.S.
|
|
6,627
|
|
|
750
|
|
|
3,738
|
|
|||
Total unrecognized tax expense
|
|
$
|
6,627
|
|
|
$
|
750
|
|
|
$
|
3,403
|
|
Total income tax expense
|
|
|
|
|
|
|
||||||
U.S.
|
|
$
|
21,442
|
|
|
$
|
72,025
|
|
|
$
|
41,965
|
|
Non U.S.
|
|
58,222
|
|
|
167,481
|
|
|
6,451
|
|
|||
Total income tax expense
|
|
$
|
79,664
|
|
|
$
|
239,506
|
|
|
$
|
48,416
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Domestic (Bermuda)
|
|
$
|
(63,603
|
)
|
|
$
|
686,538
|
|
|
$
|
611,900
|
|
Foreign
|
|
250,417
|
|
|
621,081
|
|
|
109,958
|
|
|||
Income before taxes
|
|
$
|
186,814
|
|
|
$
|
1,307,619
|
|
|
$
|
721,858
|
|
Reconciliation of effective tax rate (% of income before taxes)
|
|
|
|
|
|
|
|||
Expected tax rate
|
|
0.0
|
%
|
|
0.0
|
%
|
|
0.0
|
%
|
Foreign taxes at local expected tax rates
|
|
58.3
|
|
|
15.8
|
|
|
5.1
|
|
Impact of foreign exchange gains (losses)
|
|
1.1
|
|
|
2.2
|
|
|
(1.1
|
)
|
Unrecognized tax expense
|
|
3.5
|
|
|
0.1
|
|
|
0.5
|
|
Tax-exempt income and expenses not deductible
|
|
(8.0
|
)
|
|
(2.2
|
)
|
|
(0.9
|
)
|
Impact of enacted changes in tax laws
|
|
0.3
|
|
|
—
|
|
|
1.8
|
|
Foreign branch tax
|
|
(26.8
|
)
|
|
1.4
|
|
|
(1.4
|
)
|
Ceding commissions
|
|
(0.7
|
)
|
|
1.8
|
|
|
(0.4
|
)
|
Valuation allowance
|
|
15.2
|
|
|
(0.6
|
)
|
|
1.3
|
|
Other
|
|
(0.3
|
)
|
|
(0.2
|
)
|
|
1.8
|
|
Actual tax rate
|
|
42.6
|
%
|
|
18.3
|
%
|
|
6.7
|
%
|
|
|
2015
|
|
2014
|
||||
Deferred tax assets
|
|
|
|
|
||||
Discounting of loss reserves and adjustment to life policy reserves
|
|
$
|
61,712
|
|
|
$
|
77,117
|
|
Foreign tax credit carryforwards
|
|
94,560
|
|
|
57,186
|
|
||
Tax loss carryforwards
|
|
28,663
|
|
|
35,384
|
|
||
Unearned premiums
|
|
23,319
|
|
|
23,230
|
|
||
Other deferred tax assets
|
|
49,545
|
|
|
32,431
|
|
||
|
|
257,799
|
|
|
225,348
|
|
||
Valuation allowance
|
|
(94,176
|
)
|
|
(68,115
|
)
|
||
Deferred tax assets
|
|
163,623
|
|
|
157,233
|
|
||
Deferred tax liabilities
|
|
|
|
|
||||
Deferred acquisition costs
|
|
48,759
|
|
|
54,718
|
|
||
Goodwill and other intangibles
|
|
85,185
|
|
|
93,416
|
|
||
Equalization reserves
|
|
55,715
|
|
|
77,383
|
|
||
Unrealized appreciation and timing differences on investments
|
|
23,240
|
|
|
85,873
|
|
||
Other deferred tax liabilities
|
|
54,715
|
|
|
51,385
|
|
||
Deferred tax liabilities
|
|
267,614
|
|
|
362,775
|
|
||
Net deferred tax liabilities
|
|
$
|
(103,991
|
)
|
|
$
|
(205,542
|
)
|
|
|
2015
|
|
2014
|
||||
Net tax assets
|
|
$
|
102,596
|
|
|
$
|
6,876
|
|
Net tax liabilities
|
|
(218,652
|
)
|
|
(240,989
|
)
|
||
Net tax liabilities
|
|
$
|
(116,056
|
)
|
|
$
|
(234,113
|
)
|
|
|
2015
|
|
2014
|
||||
Net current tax assets (liabilities)
|
|
$
|
11,773
|
|
|
$
|
(9,739
|
)
|
Net deferred tax liabilities
|
|
(103,991
|
)
|
|
(205,542
|
)
|
||
Net unrecognized tax benefit
|
|
(23,838
|
)
|
|
(18,832
|
)
|
||
Net tax liabilities
|
|
$
|
(116,056
|
)
|
|
$
|
(234,113
|
)
|
|
|
January 1,
2015
|
|
Changes in tax
positions taken
during a prior
period
|
|
Tax positions
taken
during the
current period
|
|
Change as a
result of a lapse
of the statute
of limitations
|
|
Impact of the
change in
foreign currency
exchange rates
|
|
December 31,
2015
|
||||||||||||
Unrecognized tax benefits that, if recognized, would impact the effective tax rate
|
|
$
|
18,266
|
|
|
$
|
29
|
|
|
$
|
8,683
|
|
|
$
|
(3,039
|
)
|
|
$
|
(1,684
|
)
|
|
$
|
22,255
|
|
Interest and penalties recognized on the above
|
|
566
|
|
|
716
|
|
|
261
|
|
|
(24
|
)
|
|
64
|
|
|
1,583
|
|
||||||
Total unrecognized tax benefits, including interest and penalties
|
|
$
|
18,832
|
|
|
$
|
745
|
|
|
$
|
8,944
|
|
|
$
|
(3,063
|
)
|
|
$
|
(1,620
|
)
|
|
$
|
23,838
|
|
|
|
January 1,
2014
|
|
Changes in tax
positions taken during a prior period |
|
Tax positions
taken during the current period |
|
Change as a
result of a lapse of the statute of limitations |
|
Impact of the
change in foreign currency exchange rates |
|
December 31,
2014
|
||||||||||||
Unrecognized tax benefits that, if recognized, would impact the effective tax rate
|
|
$
|
19,353
|
|
|
$
|
1,338
|
|
|
$
|
5,142
|
|
|
$
|
(5,197
|
)
|
|
$
|
(2,370
|
)
|
|
$
|
18,266
|
|
Interest and penalties recognized on the above
|
|
1,215
|
|
|
259
|
|
|
—
|
|
|
(792
|
)
|
|
(116
|
)
|
|
566
|
|
||||||
Total unrecognized tax benefits, including interest and penalties
|
|
$
|
20,568
|
|
|
$
|
1,597
|
|
|
$
|
5,142
|
|
|
$
|
(5,989
|
)
|
|
$
|
(2,486
|
)
|
|
$
|
18,832
|
|
|
|
January 1,
2013 |
|
Changes in tax
positions taken during a prior period |
|
Tax positions
taken during the current period |
|
Change as a
result of a lapse of the statute of limitations |
|
Impact of the
change in foreign currency exchange rates |
|
December 31,
2013 |
||||||||||||
Unrecognized tax benefits that, if recognized, would impact the effective tax rate
|
|
$
|
15,784
|
|
|
$
|
(5,038
|
)
|
|
$
|
10,164
|
|
|
$
|
(2,102
|
)
|
|
$
|
545
|
|
|
$
|
19,353
|
|
Interest and penalties recognized on the above
|
|
800
|
|
|
507
|
|
|
51
|
|
|
(179
|
)
|
|
36
|
|
|
1,215
|
|
||||||
Total unrecognized tax benefits, including interest and penalties
|
|
$
|
16,584
|
|
|
$
|
(4,531
|
)
|
|
$
|
10,215
|
|
|
$
|
(2,281
|
)
|
|
$
|
581
|
|
|
$
|
20,568
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Options exercised
|
|
142,429
|
|
|
225,329
|
|
|
819,764
|
|
|||
Total intrinsic value of options exercised (in millions of U.S. dollars)
|
|
$
|
8.5
|
|
|
$
|
8.7
|
|
|
$
|
24.8
|
|
Proceeds from option exercises (in millions of U.S. dollars)
|
|
$
|
9.8
|
|
|
$
|
14.7
|
|
|
$
|
49.6
|
|
|
|
Options
|
|
Weighted Average
Exercise Price
|
|||
Outstanding at January 1, 2015
|
|
410,347
|
|
|
$
|
71.55
|
|
Exercised
|
|
(142,429
|
)
|
|
70.47
|
|
|
Outstanding at December 31, 2015
|
|
267,918
|
|
|
$
|
72.13
|
|
Options exercisable at December 31, 2015
|
|
267,918
|
|
|
$
|
72.13
|
|
Options vested and expected to vest at December 31, 2015
|
|
267,918
|
|
|
$
|
72.13
|
|
|
RSUs and PSUs
|
|
Outstanding at January 1, 2015
|
932,622
|
|
Granted
|
264,018
|
|
Performance based adjustment
|
10,142
|
|
Vested
|
(313,078
|
)
|
Forfeited
|
(32,096
|
)
|
Outstanding at December 31, 2015
|
861,608
|
|
|
SSARs
|
|
Outstanding at January 1, 2015
|
1,492,926
|
|
Granted
|
72,918
|
|
Exercised
|
(574,120
|
)
|
Outstanding at December 31, 2015
|
991,724
|
|
Exercisable at December 31, 2015
|
820,380
|
|
|
|
2015
|
|
2014
|
|
2013
|
|||
Expected life
|
|
6 years
|
|
|
6 years
|
|
|
6 years
|
|
Expected volatility
|
|
17.7
|
%
|
|
18.1
|
%
|
|
18.3
|
%
|
Risk-free interest rate
|
|
1.9
|
%
|
|
1.9
|
%
|
|
1.0
|
%
|
Dividend yield
|
|
2.2
|
%
|
|
2.2
|
%
|
|
2.3
|
%
|
|
|
2015
|
|
2014
|
||||
Funded status
|
|
|
|
|
||||
Unfunded pension obligation at beginning of year
|
|
$
|
41,365
|
|
|
$
|
24,614
|
|
Change in pension obligation
|
|
|
|
|
||||
Service cost
|
|
6,945
|
|
|
6,188
|
|
||
Interest cost
|
|
1,682
|
|
|
2,635
|
|
||
Plan participants’ contributions
|
|
2,504
|
|
|
1,838
|
|
||
Actuarial loss
|
|
7,550
|
|
|
15,796
|
|
||
Plan amendments
|
|
—
|
|
|
2,667
|
|
||
Benefits paid
|
|
(1,730
|
)
|
|
(7,392
|
)
|
||
Foreign currency adjustments
|
|
(465
|
)
|
|
(13,493
|
)
|
||
Change in pension obligation
|
|
16,486
|
|
|
8,239
|
|
||
Change in fair value of plan assets
|
|
|
|
|
||||
Actual return on plan assets
|
|
1,594
|
|
|
1,707
|
|
||
Employer contributions
|
|
5,337
|
|
|
5,492
|
|
||
Plan participants’ contributions
|
|
2,504
|
|
|
1,838
|
|
||
Benefits paid
|
|
(1,730
|
)
|
|
(7,392
|
)
|
||
Foreign currency adjustments
|
|
(259
|
)
|
|
(10,157
|
)
|
||
Change in fair value of plan assets
|
|
7,446
|
|
|
(8,512
|
)
|
||
Funded status
|
|
|
|
|
||||
Unfunded pension obligation at end of year
|
|
$
|
50,405
|
|
|
$
|
41,365
|
|
Additional information:
|
|
|
|
|
||||
Projected benefit obligation at end of year
|
|
$
|
151,115
|
|
|
$
|
134,629
|
|
Accumulated pension obligation at end of year
|
|
141,716
|
|
|
127,322
|
|
||
Fair value of plan assets at end of year
|
|
100,710
|
|
|
93,264
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||
|
|
Pension
obligation
|
|
Net periodic
benefit cost
|
|
Pension
obligation
|
|
Net periodic
benefit cost
|
|
Pension
obligation
|
|
Net periodic
benefit cost
|
||||||
Discount rate
|
|
1.00
|
%
|
|
1.25
|
%
|
|
1.25
|
%
|
|
2.25
|
%
|
|
2.25
|
%
|
|
1.75
|
%
|
Expected return on plan assets
|
|
—
|
|
|
1.25
|
%
|
|
—
|
|
|
2.25
|
%
|
|
—
|
|
|
1.75
|
%
|
Rate of compensation increase
|
|
2.25
|
%
|
|
2.25
|
%
|
|
2.25
|
%
|
|
2.50
|
%
|
|
2.50
|
%
|
|
2.50
|
%
|
Year
|
|
Amount
|
||
2016
|
|
$
|
4,566
|
|
2017
|
|
4,531
|
|
|
2018
|
|
4,264
|
|
|
2019
|
|
4,244
|
|
|
2020
|
|
4,454
|
|
|
2021 to 2025
|
|
30,061
|
|
Year
|
Amount
|
||
2016
|
$
|
26,150
|
|
2017
|
25,312
|
|
|
2018
|
12,618
|
|
|
2019
|
5,601
|
|
|
2020
|
981
|
|
|
2021 through 2022
|
1,398
|
|
|
Total future minimum rental payments
|
$
|
72,060
|
|
|
|
||
Total future sub-lease rental income through 2019
|
$
|
7,360
|
|
|
North
America
|
|
Global
(Non-U.S.)
P&C
|
|
Global
Specialty
|
|
Catastrophe
|
|
Total
Non-life
segment
|
|
Life
and Health
segment
|
|
Corporate
and Other
|
|
Total
|
||||||||||||||||
Gross premiums written
|
$
|
1,604
|
|
|
$
|
735
|
|
|
$
|
1,556
|
|
|
$
|
382
|
|
|
$
|
4,277
|
|
|
$
|
1,271
|
|
|
$
|
—
|
|
|
$
|
5,548
|
|
Net premiums written
|
$
|
1,542
|
|
|
$
|
726
|
|
|
$
|
1,482
|
|
|
$
|
272
|
|
|
$
|
4,022
|
|
|
$
|
1,208
|
|
|
$
|
—
|
|
|
$
|
5,230
|
|
Decrease (increase) in unearned premiums
|
30
|
|
|
(33
|
)
|
|
29
|
|
|
12
|
|
|
38
|
|
|
1
|
|
|
—
|
|
|
39
|
|
||||||||
Net premiums earned
|
$
|
1,572
|
|
|
$
|
693
|
|
|
$
|
1,511
|
|
|
$
|
284
|
|
|
$
|
4,060
|
|
|
$
|
1,209
|
|
|
$
|
—
|
|
|
$
|
5,269
|
|
Losses and loss expenses and life policy benefits
|
(881
|
)
|
|
(473
|
)
|
|
(785
|
)
|
|
(54
|
)
|
|
(2,193
|
)
|
|
(964
|
)
|
|
—
|
|
|
(3,157
|
)
|
||||||||
Acquisition costs
|
(443
|
)
|
|
(189
|
)
|
|
(407
|
)
|
|
(25
|
)
|
|
(1,064
|
)
|
|
(153
|
)
|
|
—
|
|
|
(1,217
|
)
|
||||||||
Technical result
|
$
|
248
|
|
|
$
|
31
|
|
|
$
|
319
|
|
|
$
|
205
|
|
|
$
|
803
|
|
|
$
|
92
|
|
|
$
|
—
|
|
|
$
|
895
|
|
Other income
|
|
|
|
|
|
|
|
|
—
|
|
|
6
|
|
|
3
|
|
|
9
|
|
||||||||||||
Other expenses
|
|
|
|
|
|
|
|
|
(219
|
)
|
|
(63
|
)
|
|
(509
|
)
|
|
(791
|
)
|
||||||||||||
Underwriting result
|
|
|
|
|
|
|
|
|
$
|
584
|
|
|
$
|
35
|
|
|
n/a
|
|
|
$
|
113
|
|
|||||||||
Net investment income
|
|
|
|
|
|
|
|
|
|
|
59
|
|
|
391
|
|
|
450
|
|
|||||||||||||
Allocated underwriting result
(1)
|
|
|
|
|
|
|
|
|
|
|
$
|
94
|
|
|
n/a
|
|
|
n/a
|
|
||||||||||||
Net realized and unrealized investment losses
|
|
|
|
|
|
|
|
|
|
|
|
|
(297
|
)
|
|
(297
|
)
|
||||||||||||||
Interest expense
|
|
|
|
|
|
|
|
|
|
|
|
|
(49
|
)
|
|
(49
|
)
|
||||||||||||||
Amortization of intangible assets
|
|
|
|
|
|
|
|
|
|
|
|
|
(27
|
)
|
|
(27
|
)
|
||||||||||||||
Net foreign exchange losses
|
|
|
|
|
|
|
|
|
|
|
|
|
(9
|
)
|
|
(9
|
)
|
||||||||||||||
Income tax expense
|
|
|
|
|
|
|
|
|
|
|
|
|
(80
|
)
|
|
(80
|
)
|
||||||||||||||
Interest in earnings of equity method investments
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
|
6
|
|
||||||||||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
n/a
|
|
|
$
|
107
|
|
|||||||||||||
Loss ratio
(2)
|
56.0
|
%
|
|
68.3
|
%
|
|
52.0
|
%
|
|
19.1
|
%
|
|
54.0
|
%
|
|
|
|
|
|
|
|||||||||||
Acquisition ratio
(3)
|
28.2
|
|
|
27.3
|
|
|
26.9
|
|
|
8.6
|
|
|
26.2
|
|
|
|
|
|
|
|
|||||||||||
Technical ratio
(4)
|
84.2
|
%
|
|
95.6
|
%
|
|
78.9
|
%
|
|
27.7
|
%
|
|
80.2
|
%
|
|
|
|
|
|
|
|||||||||||
Other expense ratio
(5)
|
|
|
|
|
|
|
|
|
5.4
|
|
|
|
|
|
|
|
|||||||||||||||
Combined ratio
(6)
|
|
|
|
|
|
|
|
|
85.6
|
%
|
|
|
|
|
|
|
|
(1)
|
Allocated underwriting result is defined as net premiums earned, other income or loss and allocated net investment income less life policy benefits, acquisition costs and other expenses.
|
(2)
|
Loss ratio is obtained by dividing losses and loss expenses by net premiums earned.
|
(3)
|
Acquisition ratio is obtained by dividing acquisition costs by net premiums earned.
|
(4)
|
Technical ratio is defined as the sum of the loss ratio and the acquisition ratio.
|
(5)
|
Other expense ratio is obtained by dividing other expenses by net premiums earned.
|
(6)
|
Combined ratio is defined as the sum of the technical ratio and the other expense ratio.
|
|
North
America
|
|
Global
(Non-U.S.)
P&C
|
|
Global
Specialty
|
|
Catastrophe
|
|
Total
Non-life
segment
|
|
Life
and Health
segment
|
|
Corporate
and Other
|
|
Total
|
||||||||||||||||
Gross premiums written
|
$
|
1,642
|
|
|
$
|
803
|
|
|
$
|
1,797
|
|
|
$
|
425
|
|
|
$
|
4,667
|
|
|
$
|
1,265
|
|
|
$
|
—
|
|
|
$
|
5,932
|
|
Net premiums written
|
$
|
1,630
|
|
|
$
|
794
|
|
|
$
|
1,696
|
|
|
$
|
380
|
|
|
$
|
4,500
|
|
|
$
|
1,220
|
|
|
$
|
—
|
|
|
$
|
5,720
|
|
(Increase) decrease in unearned premiums
|
(33
|
)
|
|
(26
|
)
|
|
(58
|
)
|
|
4
|
|
|
(113
|
)
|
|
2
|
|
|
—
|
|
|
(111
|
)
|
||||||||
Net premiums earned
|
$
|
1,597
|
|
|
$
|
768
|
|
|
$
|
1,638
|
|
|
$
|
384
|
|
|
$
|
4,387
|
|
|
$
|
1,222
|
|
|
$
|
—
|
|
|
$
|
5,609
|
|
Losses and loss expenses and life policy benefits
|
(1,000
|
)
|
|
(438
|
)
|
|
(963
|
)
|
|
(62
|
)
|
|
(2,463
|
)
|
|
(1,000
|
)
|
|
—
|
|
|
(3,463
|
)
|
||||||||
Acquisition costs
|
(401
|
)
|
|
(222
|
)
|
|
(400
|
)
|
|
(42
|
)
|
|
(1,065
|
)
|
|
(149
|
)
|
|
—
|
|
|
(1,214
|
)
|
||||||||
Technical result
|
$
|
196
|
|
|
$
|
108
|
|
|
$
|
275
|
|
|
$
|
280
|
|
|
$
|
859
|
|
|
$
|
73
|
|
|
$
|
—
|
|
|
$
|
932
|
|
Other income
|
|
|
|
|
|
|
|
|
3
|
|
|
8
|
|
|
5
|
|
|
16
|
|
||||||||||||
Other expenses
|
|
|
|
|
|
|
|
|
(252
|
)
|
|
(68
|
)
|
|
(130
|
)
|
|
(450
|
)
|
||||||||||||
Underwriting result
|
|
|
|
|
|
|
|
|
$
|
610
|
|
|
$
|
13
|
|
|
n/a
|
|
|
$
|
498
|
|
|||||||||
Net investment income
|
|
|
|
|
|
|
|
|
|
|
60
|
|
|
420
|
|
|
480
|
|
|||||||||||||
Allocated underwriting result
|
|
|
|
|
|
|
|
|
|
|
$
|
73
|
|
|
n/a
|
|
|
n/a
|
|
||||||||||||
Net realized and unrealized investment gains
|
|
|
|
|
|
|
|
|
|
|
|
|
372
|
|
|
372
|
|
||||||||||||||
Interest expense
|
|
|
|
|
|
|
|
|
|
|
|
|
(49
|
)
|
|
(49
|
)
|
||||||||||||||
Amortization of intangible assets
|
|
|
|
|
|
|
|
|
|
|
|
|
(27
|
)
|
|
(27
|
)
|
||||||||||||||
Net foreign exchange gains
|
|
|
|
|
|
|
|
|
|
|
|
|
18
|
|
|
18
|
|
||||||||||||||
Income tax expense
|
|
|
|
|
|
|
|
|
|
|
|
|
(239
|
)
|
|
(239
|
)
|
||||||||||||||
Interest in earnings of equity method investments
|
|
|
|
|
|
|
|
|
|
|
|
|
15
|
|
|
15
|
|
||||||||||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
n/a
|
|
|
$
|
1,068
|
|
|||||||||||||
Loss ratio
|
62.6
|
%
|
|
57.0
|
%
|
|
58.8
|
%
|
|
16.1
|
%
|
|
56.1
|
%
|
|
|
|
|
|
|
|||||||||||
Acquisition ratio
|
25.1
|
|
|
28.9
|
|
|
24.4
|
|
|
11.0
|
|
|
24.3
|
|
|
|
|
|
|
|
|||||||||||
Technical ratio
|
87.7
|
%
|
|
85.9
|
%
|
|
83.2
|
%
|
|
27.1
|
%
|
|
80.4
|
%
|
|
|
|
|
|
|
|||||||||||
Other expense ratio
|
|
|
|
|
|
|
|
|
5.8
|
|
|
|
|
|
|
|
|||||||||||||||
Combined ratio
|
|
|
|
|
|
|
|
|
86.2
|
%
|
|
|
|
|
|
|
|
North
America |
|
Global
(Non-U.S.) P&C |
|
Global
Specialty |
|
Catastrophe
|
|
Total
Non-life segment |
|
Life
and Health segment |
|
Corporate
and Other |
|
Total
|
||||||||||||||||
Gross premiums written
|
$
|
1,601
|
|
|
$
|
818
|
|
|
$
|
1,676
|
|
|
$
|
495
|
|
|
$
|
4,590
|
|
|
$
|
972
|
|
|
$
|
8
|
|
|
$
|
5,570
|
|
Net premiums written
|
$
|
1,587
|
|
|
$
|
811
|
|
|
$
|
1,579
|
|
|
$
|
450
|
|
|
$
|
4,427
|
|
|
$
|
964
|
|
|
$
|
6
|
|
|
$
|
5,397
|
|
(Increase) decrease in unearned premiums
|
(54
|
)
|
|
(68
|
)
|
|
(73
|
)
|
|
3
|
|
|
(192
|
)
|
|
(7
|
)
|
|
—
|
|
|
(199
|
)
|
||||||||
Net premiums earned
|
$
|
1,533
|
|
|
$
|
743
|
|
|
$
|
1,506
|
|
|
$
|
453
|
|
|
$
|
4,235
|
|
|
$
|
957
|
|
|
$
|
6
|
|
|
$
|
5,198
|
|
Losses and loss expenses and life policy benefits
|
(975
|
)
|
|
(373
|
)
|
|
(920
|
)
|
|
(132
|
)
|
|
(2,400
|
)
|
|
(760
|
)
|
|
2
|
|
|
(3,158
|
)
|
||||||||
Acquisition costs
|
(351
|
)
|
|
(196
|
)
|
|
(362
|
)
|
|
(44
|
)
|
|
(953
|
)
|
|
(125
|
)
|
|
—
|
|
|
(1,078
|
)
|
||||||||
Technical result
|
$
|
207
|
|
|
$
|
174
|
|
|
$
|
224
|
|
|
$
|
277
|
|
|
$
|
882
|
|
|
$
|
72
|
|
|
$
|
8
|
|
|
$
|
962
|
|
Other income
|
|
|
|
|
|
|
|
|
3
|
|
|
11
|
|
|
3
|
|
|
17
|
|
||||||||||||
Other expenses
|
|
|
|
|
|
|
|
|
(259
|
)
|
|
(71
|
)
|
|
(170
|
)
|
|
(500
|
)
|
||||||||||||
Underwriting result
|
|
|
|
|
|
|
|
|
$
|
626
|
|
|
$
|
12
|
|
|
n/a
|
|
|
$
|
479
|
|
|||||||||
Net investment income
|
|
|
|
|
|
|
|
|
|
|
61
|
|
|
423
|
|
|
484
|
|
|||||||||||||
Allocated underwriting result
|
|
|
|
|
|
|
|
|
|
|
$
|
73
|
|
|
n/a
|
|
|
n/a
|
|
||||||||||||
Net realized and unrealized investment losses
|
|
|
|
|
|
|
|
|
|
|
|
|
(161
|
)
|
|
(161
|
)
|
||||||||||||||
Interest expense
|
|
|
|
|
|
|
|
|
|
|
|
|
(49
|
)
|
|
(49
|
)
|
||||||||||||||
Amortization of intangible assets
|
|
|
|
|
|
|
|
|
|
|
|
|
(27
|
)
|
|
(27
|
)
|
||||||||||||||
Net foreign exchange losses
|
|
|
|
|
|
|
|
|
|
|
|
|
(18
|
)
|
|
(18
|
)
|
||||||||||||||
Income tax expense
|
|
|
|
|
|
|
|
|
|
|
|
|
(49
|
)
|
|
(49
|
)
|
||||||||||||||
Interest in earnings of equity method investments
|
|
|
|
|
|
|
|
|
|
|
|
|
14
|
|
|
14
|
|
||||||||||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
n/a
|
|
|
$
|
673
|
|
|||||||||||||
Loss ratio
|
63.6
|
%
|
|
50.2
|
%
|
|
61.1
|
%
|
|
29.0
|
%
|
|
56.7
|
%
|
|
|
|
|
|
|
|||||||||||
Acquisition ratio
|
22.9
|
|
|
26.4
|
|
|
24.0
|
|
|
9.7
|
|
|
22.5
|
|
|
|
|
|
|
|
|||||||||||
Technical ratio
|
86.5
|
%
|
|
76.6
|
%
|
|
85.1
|
%
|
|
38.7
|
%
|
|
79.2
|
%
|
|
|
|
|
|
|
|||||||||||
Other expense ratio
|
|
|
|
|
|
|
|
|
6.1
|
|
|
|
|
|
|
|
|||||||||||||||
Combined ratio
|
|
|
|
|
|
|
|
|
85.3
|
%
|
|
|
|
|
|
|
|
|
2015
|
|
2014
|
|
2013
|
|||
Non-life
|
|
|
|
|
|
|
|||
Property and casualty
|
|
|
|
|
|
|
|||
Casualty
|
|
12
|
%
|
|
12
|
%
|
|
12
|
%
|
Motor
|
|
7
|
|
|
7
|
|
|
7
|
|
Multiline and other
|
|
7
|
|
|
5
|
|
|
4
|
|
Property
|
|
11
|
|
|
11
|
|
|
12
|
|
Specialty
|
|
|
|
|
|
|
|||
Agriculture
|
|
11
|
|
|
12
|
|
|
11
|
|
Aviation/Space
|
|
4
|
|
|
4
|
|
|
4
|
|
Catastrophe
|
|
5
|
|
|
6
|
|
|
8
|
|
Credit/Surety
|
|
6
|
|
|
7
|
|
|
6
|
|
Energy
|
|
1
|
|
|
1
|
|
|
2
|
|
Engineering
|
|
3
|
|
|
3
|
|
|
4
|
|
Marine
|
|
4
|
|
|
5
|
|
|
6
|
|
Specialty casualty
|
|
3
|
|
|
3
|
|
|
3
|
|
Specialty property
|
|
3
|
|
|
3
|
|
|
3
|
|
Life and Health
|
|
23
|
|
|
21
|
|
|
18
|
|
Total
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
|
2015
|
|
2014
|
|
2013
|
|||
Asia, Australia and New Zealand
|
|
12
|
%
|
|
11
|
%
|
|
11
|
%
|
Europe
|
|
37
|
|
|
40
|
|
|
40
|
|
Latin America, Caribbean and Africa
|
|
10
|
|
|
10
|
|
|
10
|
|
North America
|
|
41
|
|
|
39
|
|
|
39
|
|
Total
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
|
2015
|
|
2014
|
|
2013
|
|||
Non-life
|
|
|
|
|
|
|
|||
North America
|
|
63
|
%
|
|
59
|
%
|
|
60
|
%
|
Global (Non-U.S.) P&C
|
|
28
|
|
|
31
|
|
|
29
|
|
Global Specialty
|
|
38
|
|
|
38
|
|
|
41
|
|
Catastrophe
|
|
75
|
|
|
70
|
|
|
74
|
|
Life and Health
|
|
16
|
|
|
12
|
|
|
12
|
|
|
|
2015
|
|
2014
|
||||||||||||||||||||||||||||
(in millions of U.S. dollars, except per
share amounts)
|
|
Fourth
Quarter
|
|
Third
Quarter
|
|
Second
Quarter
|
|
First
Quarter
|
|
Fourth
Quarter
|
|
Third
Quarter
|
|
Second
Quarter
|
|
First
Quarter
|
||||||||||||||||
Net premiums written
|
|
$
|
1,064
|
|
|
$
|
1,190
|
|
|
$
|
1,322
|
|
|
$
|
1,653
|
|
|
$
|
1,220
|
|
|
$
|
1,343
|
|
|
$
|
1,419
|
|
|
$
|
1,738
|
|
Net premiums earned
|
|
1,294
|
|
|
1,412
|
|
|
1,328
|
|
|
1,235
|
|
|
1,446
|
|
|
1,557
|
|
|
1,353
|
|
|
1,254
|
|
||||||||
Net investment income
|
|
108
|
|
|
117
|
|
|
120
|
|
|
105
|
|
|
115
|
|
|
118
|
|
|
130
|
|
|
117
|
|
||||||||
Net realized and unrealized investment (losses) gains
|
|
(24
|
)
|
|
(133
|
)
|
|
(256
|
)
|
|
116
|
|
|
98
|
|
|
(34
|
)
|
|
166
|
|
|
142
|
|
||||||||
Other income
|
|
1
|
|
|
3
|
|
|
—
|
|
|
4
|
|
|
4
|
|
|
2
|
|
|
9
|
|
|
—
|
|
||||||||
Total revenues
|
|
1,379
|
|
|
1,399
|
|
|
1,192
|
|
|
1,460
|
|
|
1,663
|
|
|
1,643
|
|
|
1,658
|
|
|
1,513
|
|
||||||||
Losses and loss expenses and life policy benefits
|
|
767
|
|
|
804
|
|
|
865
|
|
|
721
|
|
|
870
|
|
|
960
|
|
|
884
|
|
|
749
|
|
||||||||
Acquisition costs
|
|
311
|
|
|
347
|
|
|
283
|
|
|
276
|
|
|
325
|
|
|
322
|
|
|
303
|
|
|
265
|
|
||||||||
Other expenses
|
|
120
|
|
|
416
|
|
|
130
|
|
|
125
|
|
|
123
|
|
|
108
|
|
|
107
|
|
|
111
|
|
||||||||
Interest expense
|
|
12
|
|
|
12
|
|
|
12
|
|
|
12
|
|
|
12
|
|
|
12
|
|
|
12
|
|
|
12
|
|
||||||||
Amortization of intangible assets
|
|
6
|
|
|
7
|
|
|
7
|
|
|
7
|
|
|
6
|
|
|
7
|
|
|
7
|
|
|
7
|
|
||||||||
Net foreign exchange (gains) losses
|
|
(6
|
)
|
|
22
|
|
|
6
|
|
|
(13
|
)
|
|
(7
|
)
|
|
(8
|
)
|
|
(2
|
)
|
|
—
|
|
||||||||
Total expenses
|
|
1,210
|
|
|
1,608
|
|
|
1,303
|
|
|
1,128
|
|
|
1,329
|
|
|
1,401
|
|
|
1,311
|
|
|
1,144
|
|
||||||||
Income (loss) before taxes and interest in earnings (losses) of equity method investments
|
|
169
|
|
|
(209
|
)
|
|
(111
|
)
|
|
332
|
|
|
334
|
|
|
242
|
|
|
347
|
|
|
369
|
|
||||||||
Income tax (benefit) expense
|
|
(3
|
)
|
|
17
|
|
|
(14
|
)
|
|
80
|
|
|
53
|
|
|
46
|
|
|
78
|
|
|
62
|
|
||||||||
Interest in earnings (losses) of equity method investments
|
|
5
|
|
|
(3
|
)
|
|
8
|
|
|
(4
|
)
|
|
(1
|
)
|
|
5
|
|
|
5
|
|
|
6
|
|
||||||||
Net income (loss)
|
|
177
|
|
|
(229
|
)
|
|
(89
|
)
|
|
248
|
|
|
280
|
|
|
201
|
|
|
274
|
|
|
313
|
|
||||||||
Net income attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(3
|
)
|
|
(5
|
)
|
|
(2
|
)
|
|
(3
|
)
|
||||||||
Net income (loss) attributable to PartnerRe Ltd.
|
|
177
|
|
|
(229
|
)
|
|
(89
|
)
|
|
246
|
|
|
277
|
|
|
196
|
|
|
272
|
|
|
310
|
|
||||||||
Preferred dividends
|
|
14
|
|
|
14
|
|
|
14
|
|
|
14
|
|
|
14
|
|
|
14
|
|
|
14
|
|
|
14
|
|
||||||||
Net income (loss) attributable to PartnerRe Ltd. common shareholders
|
|
$
|
163
|
|
|
$
|
(243
|
)
|
|
$
|
(103
|
)
|
|
$
|
232
|
|
|
$
|
263
|
|
|
$
|
182
|
|
|
$
|
258
|
|
|
$
|
296
|
|
Basic net income (loss) per common share
|
|
$
|
3.39
|
|
|
$
|
(5.08
|
)
|
|
$
|
(2.16
|
)
|
|
$
|
4.88
|
|
|
$
|
5.39
|
|
|
$
|
3.68
|
|
|
$
|
5.13
|
|
|
$
|
5.72
|
|
Diluted net income (loss) per common share
|
|
$
|
3.30
|
|
|
$
|
(5.08
|
)
|
|
$
|
(2.16
|
)
|
|
$
|
4.76
|
|
|
$
|
5.26
|
|
|
$
|
3.60
|
|
|
$
|
5.02
|
|
|
$
|
5.61
|
|
Dividends declared per common share
|
|
$
|
0.70
|
|
|
$
|
0.70
|
|
|
$
|
0.70
|
|
|
$
|
0.70
|
|
|
$
|
0.67
|
|
|
$
|
0.67
|
|
|
$
|
0.67
|
|
|
$
|
0.67
|
|
|
/
S
/ D
ELOITTE
L
TD
.
|
Deloitte Ltd.
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
(i)
|
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
|
(ii)
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of Management and directors; and
|
(iii)
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of assets that could have a material effect on the financial statements.
|
|
/
S
/ D
ELOITTE
L
TD
.
|
Deloitte Ltd.
|
|
Hamilton, Bermuda
|
February 25, 2016
|
ITEM 9B.
|
OTHER INFORMATION
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
|
Current Directorships
Lexmark International, Inc.
Wabco Holdings, Inc.
Assurant, Inc.
IHS
Committees
Compensation & Management Development-Chairman
Risk & Finance
|
Former Directorships (previous 5 years)
Leroy Somer (2012)
|
Age:
68
Nationality:
American
Director Since:
February 2002
|
Mr. Montupet retired as Executive Vice President of Emerson Electric Co. in July 2012 a position he had held since 1990. He also retired as President of Emerson Europe in December 2012 and as an advisory director of Emerson Electric Co. in February 2013. Mr. Montupet was a director of National Electrical Manufacturers Association from 1993 to 2008.
Mr. Montupet’s qualifications to sit on our Board include his years of experience in international business including his previous experience as an executive for a major public company.
|
|
Current Directorships
England Golf Union Limited
Committees
Audit
Nominating & Governance
|
Former Directorships (previous 5 years)
Charles Taylor Consulting plc (2012)
Gas & Electricity Markets Authority (2010)
|
Age:
72
Nationality:
British/New Zealander
Director Since:
January 2005
|
Ms. Hanratty is Chairman of the Commonwealth Education Trust and a director of the English Golf Union. Ms. Hanratty practiced law from 1967 to 2004 and for 28 years was an Executive of the British Petroleum plc until her retirement in 2004. She was a director of Partnerships UK plc until 2005 and British Standards Group until 2006 and was also a member of the Council of Lloyds of London until 2007. In the United Kingdom she has been a member of the Competition Commission, the Takeover Panel, the Gas and Electricity Marketing Authority and the Listing Advisory Committee of the London Stock Exchange. Ms. Hanratty is a Commander of the Royal Victorian Order and is an Officer of the Order of the British Empire.
Ms. Hanratty’s qualifications to sit on our Board include her years of experience in international finance and the (re)insurance industries including her previous experience as an executive of a major multi-national public company, her experience in central government regulation and prudential supervision and her legal and governance background.
|
|
Current Directorships
NN Group N.V. - Chairman
TD Bank N.V. - Chairman
YAFA S.p.A
Yam Invest N.V.
Committees
Nominating & Governance - Chairman
Audit
|
Former Directorships (previous 5 years)
ING Group N.V. (2014)
Atradius N.V/Atradius Credit Insurance N.V. (2012)
Delta Lloyd Group N.V. (2011)
|
Age:
69
Nationality:
Dutch
Director Since:
May 2000
|
Mr. Holsboer was the Chief Executive Officer of Netherlands Reinsurance Group N.V. until 1989 and was an Executive Director with ING N.V. until 1999 and with Univar N.V. until 2007. He also served as President of the Geneva Association from 1993 to 1999 of which he is still an honorary member/President. Mr. Holsboer retired as Chairman of Vereniging Pro Senectute (elderly care) in 2012 and Panorama Mesdag (museum) in 2013.
Mr. Holsboer’s qualifications to sit on our Board include his years of experience in the international financial and (re)insurance industries.
|
|
Current Directorships
Western Union, Inc.
ManpowerGroup Inc.
Atlas Advisors LLC
Rocco Forte & Family Limited
Quinpario Acquisition Corp 2
Committees
Compensation & Management
Development
Risk & Finance
|
Former Directorships (previous 5 years)
None
|
Age: 70
Nationality:
American
Director Since:
October 2009
|
Mr. Mendoza is a Senior Managing Director of Atlas Advisors LLC. Mr. Mendoza was Vice Chairman of the Board of J.P. Morgan & Co from 1990 to 2000 and Managing Director of Goldman Sachs Services Ltd. from 2000 to 2001. Mr. Mendoza was Chairman of XL Capital Ltd. until 1993 and a Non-Executive Director of ACE Ltd. from 1999 to 2002. He was also Chairman and a Non-Executive Director of Egg plc until 2006, Non-Executive Director of Prudential plc and Chairman of Integrated Finance Ltd. until 2007. Mr. Mendoza was Co-Chairman of Trinsum Group Inc
(1)
from 2007 to 2008 and was a Non-Executive Director of PARIS RE Holdings Ltd from 2007-2009. Mr. Mendoza was also a partner in Deming Mendoza & Co. from 2009 to 2010.
Mr. Mendoza’s qualifications to sit on our Board include his years of experience in the international financial and (re)insurance industries as well as his previous experience as a director on the boards of U.S. listed companies including (re)insurance companies.
(1)
Trinsum Group Inc had an involuntary petition for liquidation under Chapter 7 of the U.S. Bankruptcy Code filed against it in July 2008; subsequently it filed a voluntary petition for reorganization under Chapter 11 of the U.S. Bankruptcy Code in January 2009.
|
|
Current Directorships
Korn/Ferry International
Committees
Compensation & Management Development
Audit - Chairman
|
Former Directorships (previous 5 years)
CNO Financial Group, Inc. (2011)
|
Age:
64
Nationality:
American
Director Since:
June 2013
|
Ms. Perry currently serves on the board of Korn/Ferry International where she chairs the audit committee. She also served as a trustee of the Bank of America Funds Series Trust, where she chaired the governance committee from 2011 through 2014, and is a trustee of the Sanford C. Bernstein Fund Inc. where she chairs the governance committee. Ms. Perry is now a trustee and was a member of the Executive Committee of the Committee for Economic Development in Washington D.C. from 2012 through 2014. Ms. Perry was a director of MBIA Inc.
(1)
from 2004 to 2008 and a director of CNO Financial Group Inc. from 2004 to 2011. She also occupied various positions at Moody’s Investors Service Inc., a subsidiary of Moody’s Corporation, between 1992 and 2004. Ms. Perry was an advisory director on the Wisconsin School of Business board from 2009 to 2013.
Ms. Perry’s qualifications to sit on our Board include her years of experience in the financial services industry specifically following the insurance industry, and her extensive governance experience; having served on the boards of public and private companies. Ms. Perry's experience qualifies her as an "audit committee financial expert".
(1)
In 2007 MBIA Inc. concluded civil settlements with the SEC, New York State Attorney General’s Office and the New York State Insurance Department with respect to financial reinsurance transactions that MBIA Inc. had entered into in 1998.
|
|
Current Directorships
Métropole Télévision (M6) SA
Solocal Groupe (fka Pages Jaunes SA)
RTL Radio France
Committees
Compensation & Management Development
Risk & Finance
|
Former Directorships (previous 5 years)
Channel 5, UK (2010)
Technicolor Multimedia PLC (2014)
|
Age: 70
Nationality:
French
Director Since:
November 2001
|
Mr. Sautter is Chairman of the supervisory board of RTL Radio France. Mr. Sautter was Chief Executive Officer of CLT-UFA (today RTL Group) from 1996 to 2000 and a director of Taylor Nelson Sofres plc from 2002 to 2008 and operating partner of Duke Street Capital from 2001 to 2013. He was a director of Technicolor Multimedia PLC from 2006 to 2014 and was their non-executive chairman from 2012 to 2014.
Mr. Sautter’s qualifications to sit on our Board include his years of experience as an executive and board member in major European companies.
|
|
Current Directorships
Wheelock Properties (Singapore) Limited
AIA Singapore Private Limited
Singapore Government Council for Estate Agencies
Committees
Nominating & Governance
Risk & Finance
|
Former Directorships (previous 5 years)
Singapore Land Transport Authority (2014)
AMP Capital Investors (Singapore) Pte. Ltd. (2012)
|
Age:
62
Nationality:
Singaporean
Director Since:
June 2013
|
Mr. Seow currently serves on the board of AIA Singapore Private Limited, and as President of the Singapore’s Government Council for Estate Agencies. In 2008 Mr. Seow joined the board of Wheelock Properties (Singapore) Limited. In 1999 Mr. Seow joined DBS Bank, and was responsible for its regional fund management business until March 2006. Mr. Seow served with the Government of Singapore Investment Corporation from 1986 to 1995 overseeing its global fixed income and real estate portfolios and with the Monetary Authority of Singapore from 1982 to 1986 managing its U.S. fixed income portfolio from New York. From 2007 to 2012 he was non-executive Chairman of AMP Capital Investors (Singapore) Pte Ltd. Mr. Seow served as a board member of Singapore’s Land Transport Authority from 2007 until 2014.
Mr. Seow’s qualifications to sit on our Board include his years in the finance and investment industry, his knowledge of the insurance sector and his business experience in Asia.
|
|
Current Directorships
Prime Property Fund LLC
Committees
Risk & Finance-Chairman
Nominating & Governance
|
Former Directorships (previous 5 years)
The Club at Las Campanas (2014)
Acxiom Corporation (2013)
|
Age:
69
Nationality:
American
Director Since:
May 2003
|
Mr. Twomey was President and Chief Operating Officer of The St. Joe Company until his retirement in 2006. Mr. Twomey was Vice-Chairman of the Board of Directors and Chief Financial Officer of H.F. Ahmanson & Company and its principal subsidiary, Home Savings of America until 1998. He was also a Director of Intergraph Corporation until 2006 and Novelis Inc. until 2007. Mr. Twomey was on the Board of Trustees of the University of North Florida and the University of North Florida Funding Corporation until 2011 and was on the Board of Trustees of United Way Northeast Florida until 2010.
Mr. Twomey’s qualifications to sit on our Board include his years of executive experience in the international financial industry as well as his previous experience as a director on the boards of U.S. listed companies.
|
|
Current Directorships
CICSA Reaseguros S.A.
Humanitas AG
BDB Insurance S.A.
Insurance Brokers Investments Ltd
Committees
Audit
Nominating & Governance
|
Former Directorships (previous 5 years)
None
|
Age:
66
Nationality:
German
Director Since:
June 2012
|
Dr. Willam is the founder and Chairman of KEN Investments K.K., a private equity firm operating in Japan. Dr. Willam held a senior position in Munich Re and was a member of the executive board of Cologne Re where he led the transition of the group into General Cologne Re now known as Gen Re.
Dr. Willam’s qualifications to sit on our Board include his years in the (re)insurance industry as well as his broad international experience in the financial services industry.
|
•
|
the integrity of PartnerRe’s financial statements;
|
•
|
PartnerRe’s compliance with legal and regulatory requirements, including the receipt of reports arising in respect of the Code of Business Conduct and Ethics;
|
•
|
the independent auditor’s qualifications and independence; and
|
•
|
the performance of PartnerRe’s internal audit function and independent auditors.
|
•
|
Annual Report on Form 10-K for the year ended December 31, 2015, as filed on February 25, 2016;
|
•
|
Corporate Governance Principles and Application Guidelines;
|
•
|
Audit Committee Charter;
|
•
|
Compensation & Management Development Committee Charter;
|
•
|
Nominating & Governance Committee Charter;
|
•
|
Risk & Finance Committee Charter; and
|
•
|
Code of Business Conduct and Ethics.
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
Name
|
|
Title
|
David Zwiener
|
|
Interim Chief Executive Officer
(1)
|
Costas Miranthis
|
|
Former President and Chief Executive Officer
(1)
|
William Babcock
|
|
Executive Vice President and Chief Financial Officer
|
Emmanuel Clarke
|
|
President
(2)
|
Laurie Desmet
|
|
Executive Vice President and Chief Operations Officer, Group
|
Theodore C. Walker
|
|
Chief Executive Officer, PartnerRe North America
|
|
(1)
|
As described in further detail below, Mr. Miranthis ceased serving as the President and Chief Executive Officer on January 25, 2015. David Zwiener currently serves as the interim Chief Executive Officer.
|
(2)
|
As discussed in further detail below, Mr. Clarke was appointed President of PartnerRe on September 8, 2015.
|
•
|
clearly linking pay to performance;
|
•
|
achieving a balance between fixed compensation (base salary) and at-risk compensation (annual cash incentive and LTI awards). At-risk compensation supports a pay-for-performance approach and links predetermined objectives, including Company performance, with at-risk compensation; however, caps are in place to ensure that NEOs are not inappropriately motivated to maximize their at-risk earnings;
|
•
|
ensuring that LTI awards are designed to align the NEO's interests with stakeholders’ interests by emphasizing long-term business performance and overall PartnerRe success;
|
•
|
promoting the retention of NEOs by providing long-term incentives; and
|
•
|
providing flexibility in the form and structure of compensation to meet individual goals and time horizons.
|
|
(1)
|
Excludes the interim Chief Executive Officer and former President and Chief Executive Officer
|
(2)
|
Base salary on December 31, 2015.
|
(3)
|
Actual annual cash incentive award for the 2015 performance year, paid in March 2016.
|
(4)
|
Actual annual LTI dollar value for the 2015 performance year, expected to be granted on March 1, 2016.
|
(1)
|
Base Salary
|
|
|
David Zwiener
(1)
|
|
Costas
Miranthis
(2)
|
|
William
Babcock
|
|
Emmanuel
Clarke
(3)(4)
|
|
Laurie
Desmet
|
|
Theodore
C. Walker
|
2015 Base Salary
|
|
$1,000,000
|
|
$1,000,000
|
|
$614,146
|
|
CHF924,744
|
|
$551,399
|
|
$623,156
|
|
(1)
|
Base salary set at January 25, 2015, and has remained unchanged.
|
(2)
|
Annual base salary as of his resignation on January 25, 2015.
|
(3)
|
Base salary of $950,000 effective on promotion to President at September 8, 2015. Converted at exchange rate of CHF1.00 = USD1.03. U.S. dollar equivalent of CHF924,744 based on December 31, 2015 exchange rate is $933,991. December 31, 2015 exchange rate of CHF1.00 = USD1.01 used to calculate dollar value.
|
(4)
|
Base salary on April 1, 2015 for the role of Chief Executive Officer, PartnerRe Global, was CHF638,112 (U.S. dollar equivalent is $644,493) based on an exchange rate of CHF1.00 = USD1.01 used to calculate dollar value.
|
(2)
|
Annual Cash Incentive
|
|
|
William
Babcock
|
|
Emmanuel
Clarke
(4)
|
|
Laurie
Desmet
|
|
Theodore
C. Walker
|
Target Annual Cash Incentive (% of salary)
|
|
100%
|
|
108%
|
|
100%
|
|
100%
|
Target Annual Cash Incentive (Value)
(1) (2)
|
|
$614,146
|
|
CHF810,718
|
|
$551,399
|
|
$623,156
|
Actual Annual Cash Incentive
(1) (3)
|
|
$1,034,836
|
|
CHF1,374,366
|
|
$955,574
|
|
$1,055,626
|
|
(1)
|
Amounts relate to the 2015 performance year. The actual annual cash incentive will be paid in March 2016.
|
(2)
|
US dollar equivalent for Mr. Clarke's target annual cash incentive is $818,825, based on an exchange rate of CHF1.00 = USD1.01 used to calculate dollar value.
|
(3)
|
US dollar equivalent for Mr. Clarke's actual annual cash incentive is $1,368,775, based on an exchange rate of CHF1.00 = USD1.01 used to calculate dollar value.
|
(4)
|
Annual incentive target and actual payout prorated based on time in the roles of President and Chief Executive Officer, Global during the performance year. Base salary as President of $950,000 effective on promotion to President at September 8, 2015. Converted at exchange rate of 1CHF = 1.03USD in September 2015 to CHF924,744. Base salary as Chief Executive Officer, PartnerRe Global, was CHF638,112. The target annual cash incentive award was prorated as follows:
|
|
|
CEO Global
|
|
President
|
Portion of year
|
|
67%
|
|
33%
|
Target AI Value
|
|
CHF425,408
|
|
CHF385,310
|
Actual AI Value
|
|
CHF743,613
|
|
CHF630,752
|
i)
|
Total Group Performance (Group Adjusted Return on Equity (AROE) + Group Organizational Objectives)
|
ii)
|
Business Unit Financial Performance
|
iii)
|
Personal Objectives
|
|
|
Costas Miranthis
(3)
|
|
William
Babcock
|
|
Emmanuel
Clarke
(4)
|
|
Laurie
Desmet
|
|
Theodore
C. Walker
|
Group AROE
|
|
75.0%
|
|
62.5%
|
|
52.5%
|
|
52.5%
|
|
42.5%
|
Group Organizational Objectives
|
|
25
|
|
7.5
|
|
7.5
|
|
7.5
|
|
7.5
|
Total Group Performance
|
|
100%
|
|
70%
|
|
60%
|
|
60%
|
|
50%
|
Business Unit Financial Performance
(1)
|
|
|
|
|
|
20
|
|
|
|
30
|
Personal Objectives
(2)
|
|
|
|
30
|
|
20
|
|
40
|
|
20
|
Total
|
|
100.0%
|
|
100.0%
|
|
100.0%
|
|
100.0%
|
|
100.0%
|
|
|
|
|
|
|
|
|
|
|
|
Total Financial Performance
|
|
75.0%
|
|
62.5%
|
|
72.5%
|
|
52.5%
|
|
72.5%
|
Total Non-Financial Performance
|
|
25.0%
|
|
37.5%
|
|
27.5%
|
|
47.5%
|
|
27.5%
|
|
(1)
|
Business Unit Return on Equity (ROE)
|
(2)
|
Under PartnerRe's 2015 Annual Cash Incentive Program, 20% and 10% of the total annual cash incentive weighting for Ms. Desmet and Mr. Babcock, respectively, was an Operating Expense metric. Due to the transaction-related activities in respect of the AXIS and EXOR transactions, Operating Expense ceased being a clear focus for the year. As a result, those weightings were transferred to their Personal Goals.
|
(3)
|
Messrs. Zwiener and Miranthis were not eligible to participate in the 2015 Annual Cash Incentive Program.
|
(4)
|
Mr. Clarke's weightings are pro-rated based on his time in the roles of CEO, Global and President. The weights for the role of CEO, Global were Group ROE 42.5%, Group Organizational Objectives 7.5%, Global ROE 30% and Personal Objectives 20%. The weights for the role of President were Group ROE 72.5%, Group Organizational Objectives 7.5% and Personal Objectives 20%.
|
i)
|
Total Group Performance
|
|
|
|
|
|
|
Payout
|
||||||
|
|
Performance
|
|
Scale Payout
|
|
Mr. Babcock
|
|
Mr. Clarke
|
|
Ms. Desmet
|
|
Mr. Walker
|
Group AROE
|
|
10.6%
|
|
152%
|
|
95%
|
|
80%
|
|
80%
|
|
65%
|
Group Organizational Objectives
|
|
180%
|
|
180%
|
|
14%
|
|
14%
|
|
14%
|
|
14%
|
2015 Group AROE Performance
|
|
Payout of Award as a Percentage of
Target Annual Cash Incentive
|
>13%
|
|
200%
|
á
|
|
á
|
7-8%
|
|
100%
|
á
|
|
á
|
<2%
|
|
0%
|
•
|
The annual cash incentive target (i.e., payout at 100%) is awarded for a target Group AROE performance, which is established prior to the start of the performance year.
|
•
|
The annual cash incentive payout is capped at 200% because an uncapped payout could encourage risk-taking activities which are not in the best interests of our shareholders.
|
•
|
The scale is designed to ensure that our shareholders receive a minimum return, currently at least 2% Group AROE, before employees receive an allocation toward their annual cash incentive.
|
•
|
The scale is set to create challenging but realistic goals to motivate employees and provide the opportunity to pay for performance.
|
•
|
Execute identified strategic initiatives within agreed timetable;
|
•
|
Execute planned organizational changes with minimal disruption and onboard new hires/ promotions; and
|
•
|
Succession planning and evolution of management competences.
|
ii)
|
Business Unit Financial Performance
|
NEO
|
|
Metric used for Business Unit Performance Measure
|
|
Relative Weight of Business Unit Performance Measure (among all measures)
|
|
Actual 2015 Performance
(1)
|
|
Scale Payout
|
Emmanuel Clarke
|
|
Global ROE
|
|
20%
|
|
14.4%
|
|
189%
|
Theodore Walker
|
|
North America ROE
|
|
30%
|
|
11.5%
|
|
171%
|
|
Global ROE Performance
|
|
North America ROE Performance
|
|
Payout of Award as a Percentage of Target Annual Cash Incentive
|
>15%
|
|
>13%
|
|
200%
|
á
|
|
á
|
|
á
|
8-9%
|
|
7-8%
|
|
100%
|
á
|
|
á
|
|
á
|
<3%
|
|
<2%
|
|
0%
|
iii)
|
Personal Objectives
|
(3)
|
Long-Term Incentive Awards
|
|
|
|
|
|
|
LTI Award Distribution
|
||||
LTI Award Level
|
|
Annual LTI Target Value
|
|
Actual Grant for 2015 Performance Year
(1)
|
|
Fixed Value
(2)
(40%)
|
|
Performance-Based Value
(2)
(40%)
|
|
Appreciation Right Value
(2)
(20%)
|
President
|
|
$2,000,000
|
|
$2,000,000
|
|
$800,000
|
|
$800,000
|
|
$400,000
|
CFO
|
|
$1,250,000
|
|
$1,250,000
|
|
$500,000
|
|
$500,000
|
|
$250,000
|
Other NEOs
|
|
$1,250,000
|
|
$1,250,000
|
|
$500,000
|
|
$500,000
|
|
$250,000
|
|
(1)
|
At the grant date on or around March 1, 2016, based on the 2015 AROE result of 10.6%, no adjustments were made to the LTI target values.
|
(2)
|
LTI Awards have a two-year cliff vest, and the performance-based values are subject to a performance measure.
|
Level
|
|
Two-Year Compound ROUC Metric Scale*
|
|
Performance Adjustment %*
|
Maximum
|
|
>28%
|
|
150%
|
↕
|
|
↕
|
|
↕
|
Target
|
|
16%
|
|
100%
|
↕
|
|
↕
|
|
↕
|
Minimum
|
|
<4%
|
|
50%
|
|
|
(1)
|
Based on value at grant on or around March 1, 2016.
|
|
|
|
|
|
|
Blend of Equity
|
||||
Equity Award Level
|
|
Annual Equity Target Dollar Value
|
|
Actual Grant for 2014 Performance Year
(1)
|
|
RSUs
(2)
(40%)
|
|
PSUs
(2)
(40%)
|
|
SSARs
(2)
(20%)
|
CEO
|
|
$4,500,000
|
|
$4,950,000
|
|
$1,980,000
|
|
$1,980,000
|
|
$990,000
|
CFO
(3)
|
|
$1,250,000
|
|
$1,375,000
|
|
$481,250
|
|
$481,250
|
|
$412,500
|
Other NEOs
|
|
$1,250,000
|
|
$1,375,000
|
|
$550,000
|
|
$550,000
|
|
$275,000
|
|
(1)
|
Granted on February 17, 2015 at 110% of target dollar value. In connection with his resignation, Mr. Miranthis
|
(2)
|
RSUs and PSUs have a three-year cliff vest and the PSUs are subject to a performance measure; SSARs have a
|
(3)
|
Mr. Babcock customized his 2015 grant as follows: 35% RSUs / 35% PSUs / 30% SSARs.
|
Level
|
|
PSU Metric Scale (above risk-free return)
(1)
|
|
PSU Adjustment %
|
Maximum
|
|
>1,200bps
|
|
150%
|
↕
|
|
↕
|
|
↕
|
Target
|
|
700bps
|
|
100%
|
↕
|
|
↕
|
|
↕
|
Minimum
|
|
<200bps
|
|
50%
|
|
(1)
|
Based on a reference portfolio of risk-free securities with three-year duration.
|
|
|
Estimated PSU Value at Vest for PSU Performance
(1)
|
||||
Name
|
|
Minimum
|
|
Target Performance
|
|
Maximum
|
Costas Miranthis
(2)
|
|
$990,000
|
|
$1,980,000
|
|
$2,970,000
|
William Babcock
|
|
$240,625
|
|
$481,250
|
|
$721,875
|
Emmanuel Clarke
|
|
$275,000
|
|
$550,000
|
|
$825,000
|
Laurie Desmet
|
|
$275,000
|
|
$550,000
|
|
$825,000
|
Theodore C. Walker
|
|
$275,000
|
|
$550,000
|
|
$825,000
|
|
(1)
|
Based on value at grant on February 17, 2015.
|
(2)
|
See Chief Executive Officer Changes above for the treatment of PSUs for Mr. Miranthis in connection with his resignation.
|
|
|
2013
|
|
2014
|
|
2015
|
Group AROE
|
|
15.7%
|
|
15.1%
|
|
10.6%
|
Group AROE Scale Payout
|
|
200%
|
|
200%
|
|
152%
|
Total Group Performance
(1)
|
|
190%
|
|
186%
|
|
159%
|
|
(1)
|
Based on a weighting of 75% for Group AROE and 25% for Group Organizational Objectives.
|
•
|
NEOs who have not satisfied the applicable share ownership target must retain 100% of the net shares they acquire until they reach the target.
|
•
|
If an NEO has met the share ownership target, but the holdings subsequently drop below the target amount for any reason (for example, a new share issuance), the executive will have a one-year grace period to once again meet the target.
|
•
|
The net share retention guidelines do not apply to grants made prior to becoming an NEO.
|
Name
|
|
Ownership Target—Common shares/equivalents as a percentage of fully diluted CSO
|
|
Common Share Ownership
(1)
|
|
Common shares/equivalents as a percentage of fully diluted CSO
|
David Zwiener
|
|
0.07%
|
|
29,613
|
|
0.06%
|
Emmanuel Clarke
|
|
0.03%
|
|
75,571
|
|
0.15%
|
William Babcock
|
|
0.03%
|
|
60,489
|
|
0.12%
|
Laurie Desmet
|
|
0.03%
|
|
52,477
|
|
0.11%
|
Theodore C. Walker
|
|
0.03%
|
|
75,691
|
|
0.15%
|
|
(1)
|
Common Share Ownership includes common shares owned outright, PSUs, RSUs, RSU equivalents of Options, SSARs (conversion ratio for 2015 was one RSU to seven SSARs) and common shares held in qualified plans. This includes vested and unvested awards.
|
•
|
in consultation with the Board in executive session, establishes and approves goals and objectives relevant to the compensation of the interim Chief Executive Officer and evaluates the performance of the interim Chief Executive Officer in light of such established goals and objectives; and
|
•
|
in consultation with the interim Chief Executive Officer and President, establishes and approves goals and objectives relevant to the compensation of all other executive officers and evaluates their performance in light of such established goals and objectives.
|
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
|
(f)
|
|
(g)
|
|
(h)
|
|
(i)
|
||||||||
Name and Principal Position
|
|
Year
|
|
Salary
(2)
($)
|
|
Bonus
($)
|
|
Stock
Awards
(3)
($)
|
|
Option
Awards
(3)
($)
|
|
Non-Equity
Incentive Plan
Compensation
(4)
($)
|
|
All Other
Compensation
(5)
($)
|
|
Total
($)
|
||||||||
David Zwiener
Interim Chief Executive Officer, PartnerRe Ltd.
(1)
|
|
2015
|
|
|
939,394
|
|
|
4,000,000
|
|
|
1,500,000
|
|
|
—
|
|
|
—
|
|
|
493,483
|
|
|
6,932,877
|
|
Costas Miranthis
Former President and Chief Executive Officer, PartnerRe Ltd.
(1)
|
|
2015
|
|
|
250,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,672,980
|
|
|
17,922,980
|
|
|
2014
|
|
|
1,000,000
|
|
|
—
|
|
|
2,640,096
|
|
|
683,090
|
|
|
2,793,750
|
|
|
1,843,613
|
|
|
8,960,550
|
|
|
|
2013
|
|
|
1,000,000
|
|
|
—
|
|
|
2,400,015
|
|
|
529,706
|
|
|
2,375,000
|
|
|
567,477
|
|
|
6,872,198
|
|
|
William Babcock
Executive Vice President and Chief Financial Officer, PartnerRe Ltd.
|
|
2015
|
|
|
610,401
|
|
|
—
|
|
|
962,518
|
|
|
413,931
|
|
|
1,034,836
|
|
|
389,045
|
|
|
3,410,731
|
|
|
2014
|
|
|
595,514
|
|
|
—
|
|
|
962,498
|
|
|
426,933
|
|
|
1,101,718
|
|
|
385,448
|
|
|
3,472,111
|
|
|
|
2013
|
|
|
578,933
|
|
|
—
|
|
|
999,932
|
|
|
220,714
|
|
|
1,093,114
|
|
|
381,460
|
|
|
3,274,153
|
|
|
Emmanuel Clarke
President (Former Chief Executive Officer, PartnerRe Global)
(6)
|
|
2015
|
|
|
733,155
|
|
|
—
|
|
|
1,100,088
|
|
|
275,954
|
|
|
1,388,109
|
|
|
257,639
|
|
|
3,754,945
|
|
|
2014
|
|
|
634,794
|
|
|
—
|
|
|
1,099,941
|
|
|
284,622
|
|
|
1,155,970
|
|
|
265,396
|
|
|
3,440,724
|
|
|
|
2013
|
|
|
630,855
|
|
|
—
|
|
|
999,932
|
|
|
220,714
|
|
|
1,207,918
|
|
|
253,498
|
|
|
3,312,917
|
|
|
Laurie Desmet
Executive Vice President and Chief Operations Officer, Group
|
|
2015
|
|
|
548,037
|
|
|
—
|
|
|
1,100,088
|
|
|
275,954
|
|
|
955,574
|
|
|
121,496
|
|
|
3,001,149
|
|
|
2014
|
|
|
535,962
|
|
|
—
|
|
|
1,099,941
|
|
|
284,622
|
|
|
978,397
|
|
|
182,981
|
|
|
3,081,904
|
|
|
Theodore C. Walker
Chief Executive Officer, PartnerRe North America
|
|
2015
|
|
|
619,356
|
|
|
—
|
|
|
1,100,088
|
|
|
275,954
|
|
|
1,055,626
|
|
|
122,608
|
|
|
3,173,632
|
|
|
2014
|
|
|
605,711
|
|
|
—
|
|
|
1,099,941
|
|
|
284,622
|
|
|
948,869
|
|
|
123,555
|
|
|
3,062,698
|
|
|
|
2013
|
|
|
596,759
|
|
|
—
|
|
|
999,932
|
|
|
220,714
|
|
|
1,026,039
|
|
|
124,747
|
|
|
2,968,191
|
|
|
(1)
|
Mr. Miranthis ceased serving as the President and Chief Executive Officer on January 25, 2015. As of such date, Mr. Zwiener began his service as PartnerRe's interim Chief Executive Officer of PartnerRe Ltd. For more details, see above Chief Executive Officer Changes.
|
(2)
|
The figures reflect the total salary received by each NEO during the applicable fiscal year. Our NEOs are not entitled to defer their salary in exchange for equity. The 2015 base salary shown above in the Elements of Total Compensation section refers to gross base salary in local currency. Mr. Zwiener's base salary of $1,000,000 was prorated for the period that he served as the interim Chief Executive Officer.
|
(3)
|
In accordance with the SEC proxy disclosure rules, columns (e) and (f) reflect the amount of RSUs, PSUs and SSARs granted during the fiscal year by using the aggregate grant date fair value of awards, determined in accordance with FASB Accounting Standards Codification (ASC) Topic 718. For a discussion of the assumptions and methodologies used to value equity awards, see Note 16 to Consolidated Financial Statements in Item 8 of Part II of this report. For more details on the maximum values of the PSU awards, see above Details on the 2015 Equity Program. Except for Mr. Zwiener, equity awards granted in 2015 relate to the 2014 performance year. In connection with his appointment as the interim Chief Executive Officer, Mr. Zwiener received a sign-on grant of restricted share units. Mr. Miranthis did not receive an equity award in 2015.
|
(4)
|
The figures reflect the non-equity incentive compensation paid in 2016 for the 2015 performance year. For more details, see above Annual Cash Incentive section. Messrs. Zwiener and Miranthis were not eligible to participate in the 2015 Annual Cash Incentive Program.
|
(5)
|
The 2015 amount for Mr. Zwiener includes $110,976 in housing allowance, $54,278 for dividend equivalents, $15,777 prorated director fees from January 1 to January 25, 2015, $7,950 for defined contribution plans, $6,300 for Bermuda payroll tax and $3,828 for life insurance premiums. Mr. Zwiener has access to one private aircraft in each of the U.S. and Europe, of which PartnerRe has a fractional interest. In 2015, Mr. Zwiener was entitled to 47 hours of personal travel on the private aircraft and 42 hours were used at a total cost of $351,045. As per the Company's travel policy, Mr. Zwiener reimbursed the Company for $56,671 with the balance of $294,374 as a benefit to Mr. Zwiener. Personal use of the aircrafts is reviewed annually by the Nominating & Governance Committee.
|
(6)
|
The 2015 amount for Mr. Miranthis includes a cash payment of $16,594,007 paid in connection with his resignation, $198,000 in housing allowances, $187,500 for defined contribution plans and non-qualified plans, $185,301 for dividend equivalents, $41,250 for Bermuda payroll tax and $10,674 for life insurance premiums (including AD&D and individual disability). The Company also paid, on Mr. Miranthis' behalf, Swiss taxes in the amount of $440,476, due on his SSARs exercised as it related to his prior work assignment in Switzerland (from 2007 to 2010), which are reimbursable due to contractual obligations for the period of time Mr. Miranthis worked in Switzerland. The remaining $15,772 is for the following items: Bermuda government social insurance contribution, corporate memberships and club fees. Mr. Miranthis was entitled to 30 hours of personal aircraft travel but did not use the aircrafts for personal use.
|
(7)
|
The 2015 amount for Mr. Babcock includes $204,000 in housing allowances, $67,144 for defined contribution plans and non-qualified plans, $38,543 for dividend equivalents, $30,000 in travel allowance and $7,830 for Bermuda payroll tax. The remaining $41,528 is for the following items: life insurance premiums, tax filing assistance, car allowance and club allowance.
|
(8)
|
The 2015 amount for Mr. Clarke includes $93,009 in housing allowances, $59,812 for defined contribution plans and non-qualified plans, $49,484 in school allowance and $42,804 for dividend equivalents. The remaining $12,530 is for the following items: tax filing assistance, personal use of the Paris company apartment and Swiss Social Security.
|
(9)
|
The 2015 amount for Ms. Desmet includes $60,229 for defined contribution plans and non-qualified plans and $43,029 for dividend equivalents. The Company also paid, on Ms. Desmet' behalf, Swiss taxes in the amount of $13,852, due on her RSU vest as it related to her prior work assignment in Switzerland (from 2010 to 2012), which are reimbursable due to contractual obligations for the period of time Ms. Desmet worked in Switzerland. The remaining $4,386 is for the following items: life insurance premiums and tax filing assistance.
|
(10)
|
The 2015 amount for Mr. Walker includes $68,129 for defined contribution plans and non-qualified plans and $43,651 for dividend equivalents. The remaining $10,828 is for the following items: life insurance premiums and tax filing assistance.
|
(11)
|
The Bermuda government imposes a payroll tax of 14.5% on all employees in the Bermuda office including Messrs. Zwiener, Miranthis and Babcock. The salary level to which this tax applies is currently capped at $750,000. PartnerRe pays the employee payroll tax portion of 5.5% for all Bermuda employees.
|
(12)
|
Effective September 8, 2015, Mr. Clarke was appointed as President of PartnerRe. Mr. Clarke’s actual salary and non-equity incentive plan compensation for 2015 were CHF725,896 and CHF1,374,366, respectively, for 2014 were CHF628,509 and CHF1,144,525, respectively, and for 2013 were CHF624,609 and CHF1,195,958, respectively. The applicable exchange rate at December 31, 2015 of CHF1.00 to USD1.01 was used to convert amounts reported.
|
|
|
|
|
Estimated Future Payouts Under Non-Equity Incentive Plan Awards
(1)
|
|
Estimated Future Payouts Under Equity Incentive Plan Awards
(2)
|
|
All Other Stock Awards: Number of Shares of Stock or Units
(3)
(#)
|
|
All Other Option Awards: Number of Securities Underlying Option
(4)
(#)
|
|
Exercise or Base Price of Option Awards
(4)
($)
|
|
Grant Date Fair Value of Stock and Option Awards
(5)
($)
|
|||||||||||||||||||
Name
|
|
Grant
Date
|
|
Threshold
($)
|
|
Target
($)
|
|
Maximum
($)
|
|
Threshold
(#)
|
|
Target
(#)
|
|
Maximum
(#)
|
|
||||||||||||||||||
David Zwiener
|
|
1/26/2015
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,987
|
|
|
—
|
|
|
115.50
|
|
|
1,500,000
|
|
William Babcock
(6)
|
|
2/17/2015
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,023
|
|
|
4,051
|
|
|
6,077
|
|
|
4,051
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2/17/2015
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24,306
|
|
|
118.80
|
|
|
413,931
|
|
|
|
—
|
|
|
—
|
|
|
614,146
|
|
|
1,228,292
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Emmanuel Clarke
(7)
|
|
2/17/2015
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,315
|
|
|
4,630
|
|
|
6,945
|
|
|
4,630
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2/17/2015
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,204
|
|
|
118.80
|
|
|
275,954
|
|
|
|
—
|
|
|
—
|
|
|
1,167,489
|
|
|
2,334,979
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Laurie Desmet
|
|
2/17/2015
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,315
|
|
|
4,630
|
|
|
6,945
|
|
|
4,630
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2/17/2015
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,204
|
|
|
118.80
|
|
|
275,954
|
|
|
|
—
|
|
|
—
|
|
|
551,399
|
|
|
1,102,798
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Theodore C. Walker
|
|
2/17/2015
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,315
|
|
|
4,630
|
|
|
6,945
|
|
|
4,630
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2/17/2015
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,204
|
|
|
118.80
|
|
|
275,954
|
|
|
|
—
|
|
|
—
|
|
|
623,156
|
|
|
1,246,312
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1)
|
As described in further detail above in the Annual Cash Incentive section, all employees of PartnerRe are eligible for an annual cash incentive if predetermined performance goals are achieved. Each employee has a target annual cash incentive that is set as a percentage of base salary.
|
(2)
|
PSUs vest in their entirety three years after grant date and are subject to a performance measure. PSU awards can be adjusted upward or downward based on the average three-year growth in Tangible Book Value Per Diluted Share (TBVPS) + non-life reserve discount + life unrecognized value + dividends paid from grant date. This financial metric was selected by the Company because it has a high correlation to shareholder value. The payout scale on settlement is as follows: minimum (50%) = <200 bps (above risk-free return); target (100%) = 700 bps (above risk-free return); maximum (150%) = >1,200 bps (above risk-free return). Dividend equivalents are accrued quarterly on unvested PSU awards and will be paid in cash when any earned PSUs are delivered.
|
(3)
|
RSUs cliff vest in their entirety three years after grant date. Dividend equivalents are paid out quarterly in cash on unvested RSU awards.
|
(4)
|
The Company granted SSARs to the NEOs during fiscal year 2015 in respect of the 2014 performance year. SSARs were granted under the Employee Equity Plan with an exercise price equal to the closing price of PartnerRe common shares on the date of grant. SSARs vest 33% on the first anniversary of the date of grant, 33% on the second anniversary and 34% on the third anniversary.
|
(5)
|
The value of SSARs on February 17, 2015 is calculated by multiplying the Black-Scholes valuation of $17.03 by the number of underlying SSARs. The value of RSUs and PSUs on February 17, 2015 is calculated by multiplying the fair market value of $118.80 by the number of RSUs and PSUs.
|
(6)
|
Mr. Babcock customized his 2015 grant as follows: 35% RSUs; 35% PSUs and 30% SSARs.
|
(7)
|
Mr. Clarke’s threshold, target and maximum annual cash incentive was CHF0, CHF1,155,930 and CHF2,311,860, respectively. The applicable exchange rate at December 31, 2015 of CHF1.00 to USD1.01 was used to convert amounts reported.
|
(8)
|
The Compensation Committee of the Board reviews and approves the non-equity and equity incentive awards for the NEOs. The grant date of the annual equity awards is the date of the first Compensation Committee of the Board meeting of the year, when awards are approved. SSARs are granted with an exercise price equal to the closing price of PartnerRe common shares on the grant date.
|
|
|
Option Awards
(1)
|
|
Stock Awards
(2)
|
||||||||||||||||||||||
Name
|
|
Grant
Date
|
|
Number of Securities Underlying Unexercised Options (#) Exercisable
|
|
Number of Securities Underlying Unexercised Options (#) Unexercisable
|
|
Option
Exercise Price
($)
|
|
Option
Expiration
Date
|
|
Number of Shares or Units of Stock That Have Not Vested
(3)
(#)
|
|
Market Value of Shares or Units of Stock That Have Not Vested
(3)
($)
|
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested
(4)
(#)
|
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
(4)
($)
|
||||||||
David Zwiener
|
|
1/26/2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,987
|
|
|
1,814,803
|
|
|
—
|
|
|
—
|
|
|
6/16/2014
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,401
|
|
|
195,775
|
|
|
—
|
|
|
—
|
|
|
|
6/17/2013
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,643
|
|
|
229,593
|
|
|
—
|
|
|
—
|
|
|
|
6/15/2012
|
|
10,127
|
|
|
—
|
|
|
71.12
|
|
|
6/15/2022
|
|
|
1,407
|
|
|
196,615
|
|
|
—
|
|
|
—
|
|
|
|
6/15/2011
|
|
10,768
|
|
|
—
|
|
|
68.59
|
|
|
6/15/2021
|
|
|
1,458
|
|
|
203,741
|
|
|
—
|
|
|
—
|
|
|
|
5/12/2010
|
|
8,170
|
|
|
—
|
|
|
75.54
|
|
|
5/12/2020
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
William Babcock
|
|
2/17/2015
|
|
—
|
|
|
24,306*
|
|
|
118.80
|
|
|
2/17/2025
|
|
|
4,051
|
|
|
566,087
|
|
|
4,051
|
|
|
566,087
|
|
|
2/28/2014
|
|
9,636*
|
|
|
19,566*
|
|
|
98.88
|
|
|
2/28/2024
|
|
|
4,172
|
|
|
582,995
|
|
|
5,562
|
|
|
777,234
|
|
|
|
3/1/2013
|
|
12,948*
|
|
|
6,671*
|
|
|
89.20
|
|
|
3/1/2023
|
|
|
5,605
|
|
|
783,243
|
|
|
5,605
|
|
|
783,243
|
|
|
|
2/29/2012
|
|
28,500*
|
|
|
—
|
|
|
63.44
|
|
|
2/28/2022
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
2/17/2011
|
|
14,395*
|
|
|
—
|
|
|
81.94
|
|
|
2/17/2021
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
10/1/2010
|
|
12,500*
|
|
|
—
|
|
|
80.45
|
|
|
10/1/2020
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
2/26/2010
|
|
10,200*
|
|
|
—
|
|
|
79.61
|
|
|
2/26/2020
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
2/27/2009
|
|
2,763*
|
|
|
—
|
|
|
61.90
|
|
|
2/27/2019
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
8/4/2008
|
|
9,375*
|
|
|
—
|
|
|
69.50
|
|
|
8/4/2018
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Emmanuel Clarke
|
|
2/17/2015
|
|
—
|
|
|
16,204*
|
|
|
118.80
|
|
|
2/17/2025
|
|
|
4,630
|
|
|
646,996
|
|
|
4,630
|
|
|
646,996
|
|
|
2/28/2014
|
|
6,424*
|
|
|
13,044*
|
|
|
98.88
|
|
|
2/28/2024
|
|
|
5,562
|
|
|
777,234
|
|
|
5,562
|
|
|
777,234
|
|
|
|
3/1/2013
|
|
12,948*
|
|
|
6,671*
|
|
|
89.20
|
|
|
3/1/2023
|
|
|
5,605
|
|
|
783,243
|
|
|
5,605
|
|
|
783,243
|
|
|
|
2/29/2012
|
|
28,500*
|
|
|
—
|
|
|
63.44
|
|
|
2/28/2022
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
2/17/2011
|
|
19,194*
|
|
|
—
|
|
|
81.94
|
|
|
2/17/2021
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
9/1/2010
|
|
12,500*
|
|
|
—
|
|
|
75.80
|
|
|
9/1/2020
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
2/26/2010
|
|
12,000*
|
|
|
—
|
|
|
79.61
|
|
|
2/26/2020
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
2/27/2009
|
|
2,763*
|
|
|
—
|
|
|
61.90
|
|
|
2/27/2019
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
3/31/2008
|
|
12,000
|
|
|
—
|
|
|
75.85
|
|
|
3/31/2018
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Laurie Desmet
|
|
2/17/2015
|
|
—
|
|
|
16,204*
|
|
|
118.80
|
|
|
2/17/2025
|
|
|
4,630
|
|
|
646,996
|
|
|
4,630
|
|
|
646,996
|
|
|
2/28/2014
|
|
6,424*
|
|
|
13,044*
|
|
|
98.88
|
|
|
2/28/2024
|
|
|
5,562
|
|
|
777,234
|
|
|
5,562
|
|
|
777,234
|
|
|
|
4/1/2013
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,000
|
|
|
419,220
|
|
|
—
|
|
|
—
|
|
|
|
3/1/2013
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,083
|
|
|
430,819
|
|
|
1,962
|
|
|
274,170
|
|
|
|
7/2/2012
|
|
10,000*
|
|
|
—
|
|
|
75.67
|
|
|
7/2/2022
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
2/29/2012
|
|
7,500*
|
|
|
—
|
|
|
63.44
|
|
|
2/28/2022
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
2/26/2010
|
|
10,200*
|
|
|
—
|
|
|
79.61
|
|
|
2/26/2020
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
2/27/2009
|
|
2,763*
|
|
|
—
|
|
|
61.90
|
|
|
2/27/2019
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
8/6/2008
|
|
10,000*
|
|
|
—
|
|
|
70.70
|
|
|
8/6/2018
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
2/27/2008
|
|
12,000*
|
|
|
—
|
|
|
77.92
|
|
|
2/27/2018
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
2/23/2007
|
|
10,500*
|
|
|
—
|
|
|
71.35
|
|
|
2/23/2017
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Theodore C. Walker
|
|
2/17/2015
|
|
—
|
|
|
16,204*
|
|
|
118.80
|
|
|
2/17/2025
|
|
|
4,630
|
|
|
646,996
|
|
|
4,630
|
|
|
646,996
|
|
|
2/28/2014
|
|
6,424*
|
|
|
13,044*
|
|
|
98.88
|
|
|
2/28/2024
|
|
|
5,562
|
|
|
777,234
|
|
|
5,562
|
|
|
777,234
|
|
|
|
3/1/2013
|
|
12,948*
|
|
|
6,671*
|
|
|
89.20
|
|
|
3/1/2023
|
|
|
5,605
|
|
|
783,243
|
|
|
5,605
|
|
|
783,243
|
|
|
|
2/29/2012
|
|
28,500*
|
|
|
—
|
|
|
63.44
|
|
|
2/28/2022
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
2/17/2011
|
|
69,099*
|
|
|
—
|
|
|
81.94
|
|
|
2/17/2021
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
2/26/2010
|
|
68,089*
|
|
|
—
|
|
|
79.61
|
|
|
2/26/2020
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
2/27/2009
|
|
2,400*
|
|
|
—
|
|
|
61.90
|
|
|
2/27/2019
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
1/2/2009
|
|
10,000*
|
|
|
—
|
|
|
70.07
|
|
|
1/2/2019
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
2/27/2008
|
|
12,000*
|
|
|
—
|
|
|
77.92
|
|
|
2/27/2018
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1)
|
All grants of options and SSARs vest 33% on the first anniversary of the grant date, 33% on the second anniversary and 34% on the third anniversary. Dividend equivalents are not paid on options or SSARs.
|
(2)
|
The market value of RSUs and PSUs is based on the closing price of $139.74 as at December 31, 2015, the last day of trading in 2015. All share awards cliff vest in their entirety three years from the date of grant. Dividend equivalents are paid out quarterly in cash for RSUs and accrued quarterly and paid upon settlement for PSUs.
|
(3)
|
These are RSU grants.
|
(4)
|
These are PSU grants.
|
|
|
Option Awards
|
|
Stock Awards
|
|||||||
Name
|
|
Number of Shares
Acquired on
Exercise
(#)
|
|
Value Realized on
Exercise
($)
|
|
Number of Shares
Acquired on
Vesting
(#)
|
|
Value Realized on
Vesting
($)
|
|||
David Zwiener
|
|
—
|
|
|
—
|
|
|
978
|
|
|
127,629
(6)
|
Costas Miranthis
(2)
|
|
293,283
|
|
|
11,446,657
|
|
|
74,608
|
|
|
8,532,061
(7)
|
William Babcock
|
|
—
|
|
|
—
|
|
|
3,800
|
|
|
435,518
(1)
|
Emmanuel Clarke
(3)
|
|
10,500
|
|
|
505,470
|
|
|
3,800
|
|
|
435,518
(1)
|
Laurie Desmet
(4)
|
|
2,500
|
|
|
150,275
|
|
|
2,500
|
|
|
285,250
(8)
|
Theodore C. Walker
(5)
|
|
27,175
|
|
|
1,342,161
|
|
|
3,800
|
|
|
435,518
(1)
|
|
(1)
|
The value of the common shares is $114.61, which is based on the fair market value on the date of vesting (defined as the closing price on the vest date of March 1, 2015), except as noted below.
|
(2)
|
Mr. Miranthis’ aggregate exercise price was $23,999,401.
|
(3)
|
Mr. Clarke’s aggregate exercise price was $749,175.
|
(4)
|
Ms. Desmet's aggregate exercise price was $153,000.
|
(5)
|
Mr. Walker's aggregate exercise price was $1,946,348.
|
(6)
|
The total value realized on the vesting of Mr. Zwiener's shares was 978 shares at $130.50, which is based on the fair market value on the date of vesting, which was June 15, 2015.
|
(7)
|
The total value realized on the vesting of Mr. Miranthis' shares was 7,600 shares at $114.61 and 67,008 shares at $114.33, which are based on the fair market value on the date of vesting, which was March 1, 2015 and March 31, 2015, respectively.
|
(8)
|
The total value realized on the vesting of Ms. Desmet's shares was 1,500 shares at $113.76 and 1,000 shares at $114.61, which are based on the fair market value on the date of vesting, which was January 16, 2015 and March 1, 2015, respectively.
|
Name
|
|
Executive Contributions in Last Fiscal Year
($)
|
|
Registrant Contributions in Last Fiscal Year
(1)
($)
|
|
Aggregate Earnings in Last Fiscal Year
($)
|
|
Aggregate Withdrawals/Distributions
($)
|
|
Aggregate Balance at Last Fiscal Year-End
($)
|
|||||
Costas Miranthis
|
|
—
|
|
|
187,500
|
|
|
(56,707
|
)
|
|
|
|
1,788,818
|
|
|
William Babcock
|
|
13,816
|
|
|
37,994
|
|
|
(6,475
|
)
|
|
|
|
337,994
|
|
|
Emmanuel Clarke
(2)
|
|
21,362
|
|
|
42,723
|
|
|
22,038
|
|
|
101,000
|
|
|
1,106,424
|
|
Laurie Desmet
|
|
37,627
|
|
|
31,079
|
|
|
42,331
|
|
|
|
|
2,490,125
|
|
|
Theodore C. Walker
|
|
14,174
|
|
|
38,979
|
|
|
(20,808
|
)
|
|
|
|
1,540,497
|
|
|
(1)
|
The contributions are included in the 2015 Summary Compensation Table.
|
(2)
|
The contributions made by and on behalf of Mr. Clarke were made in Swiss Francs. The applicable exchange rate at December 31, 2015 of CHF1.00 to USD1.01 was used to convert amounts reported.
|
Name
|
|
2014
($)
|
|
2013
($)
|
|
2012
($)
|
||||||
Costas Miranthis
|
|
150,000
|
|
|
|
150,000
|
|
|
|
150,000
|
|
|
William Babcock
|
|
36,906
|
|
|
|
35,633
|
|
|
|
33,878
|
|
|
Emmanuel Clarke
|
|
41,362
|
|
(1)
|
|
45,699
|
|
(2)
|
|
44,499
|
|
(3)
|
Laurie Desmet
|
|
30,356
|
|
|
|
—
|
|
|
|
—
|
|
|
Theodore C. Walker
|
|
38,028
|
|
|
|
37,594
|
|
|
|
37,173
|
|
|
|
(1)
|
Based on the exchange rate at December 31, 2014 of CHF1.00 to USD1.01.
|
(2)
|
Based on the exchange rate at December 31, 2013 of CHF1.00 to USD1.12.
|
(3)
|
Based on the exchange rate at December 31, 2012 of CHF1.00 to USD1.10.
|
•
|
The accrued salary and benefits;
|
•
|
The value of his sign-on RSU award, payable in cash, as valued on the date of his termination; and
|
•
|
The value of his fixed discretionary bonus and his ongoing discretionary bonus (the latter, earned to date based on the number of full days that have elapsed from September 1, 2016 through the date of termination).
|
•
|
Accrued base salary and benefits and any annual incentive earned in respect of the previous completed fiscal year but not paid as of the date of termination;
|
•
|
12 month's base salary;
|
•
|
A payment equal to the pro rata portion of the Average Incentive Amount, determined as of the date of termination based on the number of days elapsed in the current fiscal year;
|
•
|
A payment equal to the target annual incentive for the fiscal year in which the date of termination occurs;
|
•
|
Continued health coverage for 24 months;
|
•
|
Pursuant to the NEO's PartnerRe Equity Agreements, immediate vesting of all
equity awards, with all vested SSARs and Options remaining exercisable for 12 months following the date of termination of employment; and
|
•
|
For
Mr. Clarke only, payment of a pro rata portion of his cash retention award and housing and school allowance for up to six months.
|
•
|
The accrued salary and benefits;
|
•
|
The value of his sign-on RSU award, payable in cash, as valued on the date of his termination; and
|
•
|
The value of his fixed discretionary bonus and his ongoing discretionary bonus (the latter, earned to date based on the nu
mber of full days that have elapsed from September 1, 2016 through the date of termination.
|
•
|
Accrued base salary and benefits and any annual incentive earned in respect of the previous completed fiscal year but not paid as of the date of termination;
|
•
|
The amount of any difference between the level of long-term disability benefits required to be maintained under PartnerRe’s benefit plans and the amount actually paid in satisfaction of such benefits by insurance or any governmental authority for so long as the NEO remains disabled and therefore entitled to such benefits. Such payment shall be made no less frequently than monthly;
|
•
|
A payment equal to the pro rata portion of the Average Incentive Amount determined as of the date of termination based on the number of days elapsed in the current fiscal year as of the date of termination;
|
•
|
Immediate vesting of all equity awards, with all vested Options and SSARs remaining exercisable for 12 months following the date of termination of employment; and
|
•
|
Health and welfare benefit continuation for so long as the NEO remains entitled to such benefits pursuant to PartnerRe’s benefit plans.
|
•
|
For Mr. Clarke only
: housing and school allowance for up to six months.
|
•
|
The accrued salary and benefits;
|
•
|
The amount of the base salary that would otherwise have been paid to him for the period between the date of termination and April 30, 2016, had his employment not terminated prior to that date;
|
•
|
The value of his sign-on RSU award, payable in cash, as valued on the date of termination; and
|
•
|
The value of his fixed discretionary bonus and his ongoing discretionary bonus (the latter, earned to date based on the numbe
r of full days that have elapsed from September 1, 2016 through the date of termination).
|
•
|
The accrued salary and benefits plus the annual incentive earned in respect of the previous completed fiscal year but not paid as of the Date of Termination;
|
•
|
12 months' base salary at the rate in effect on the Date of Termination, paid as a lump sum;
|
•
|
The pro rata portion of the Average Incentive Amount determined based on the number of days elapsed in the current fiscal year as of the Date of Termination;
|
•
|
The Av
erage Incentive Amount; and
|
•
|
Any
unvested equity awards held at the time of termination will vest on a pro rata basis and, if applicable, be paid out.
|
•
|
Other benefits: health and welfare benefit continuation for up to 12 months.
|
•
|
For
Mr. Clarke only: payment of his cash retention award.
|
•
|
Two times base salary;
|
•
|
A
Pro Rata Target Annual Cash Incentive;
|
•
|
An
amount equal to two times the Average Incentive;
|
•
|
For
Mr. Clarke: housing and school allowance for up to 12 months;
|
•
|
Health
and welfare benefit continuation for two years;
|
•
|
If
an excise tax is triggered under U.S. Federal tax law, either a reduction of any payments and benefits to the extent required to prevent the excise tax or the payments and benefits as is with no reduction, depending on which result would be better for the NEO; this option could apply to Mr. Babcock, Ms. Desmet and Mr. Walker; and
|
•
|
Upon
the occurrence of a change in control (as defined in the equity plans for all employees) all outstanding equity awards shall immediately vest.
|
•
|
All
outstanding performance awards shall be paid as if the maximum performance goals established in connection therewith were fully achieved.
|
•
|
All
Accrued Benefits;
|
•
|
The
effects of a retirement for the NEOs who have not attained retirement age as of December 31, 2015.
|
•
|
Additional
payments to the NEOs under PartnerRe’s benefit plans (plans providing, among other things, disability insurance, death insurance and medical insurance) which do not discriminate in scope, terms or operation in favor of the NEOs and are generally available to all employees;
|
•
|
The
effects of a NEO voluntary termination or a termination for cause by PartnerRe since the NEO would only be entitled to Accrued Benefits; and
|
•
|
In
connection with the termination by the NEO or the termination by PartnerRe without cause, the Payments in lieu of notice since it is assumed that PartnerRe has not exercised its option to terminate the employment sooner.
|
NEOs
|
|
Compensation Elements
|
|
Death
($)
|
|
Disability
($)
|
|
Termination
without Cause
($)
|
|
Executive Resignation with Good Reason
($)
|
|
Change in Control and Either Involuntary Termination or Termination with Good Reason (per CIC)
($)
|
|||||
David Zwiener
|
|
Base Salary
|
|
—
|
|
|
—
|
|
|
333,333
|
|
|
333,333
|
|
|
—
|
|
|
|
Target Annual Incentive
(1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Average Incentive (Lump Sum)
(1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Average Incentive (Pro Rata)
(2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Other Benefits:
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
Fixed Discretionary Bonus
|
|
3,000,000
|
|
|
3,000,000
|
|
|
3,000,000
|
|
|
3,000,000
|
|
|
—
|
|
|
|
Ongoing Discretionary Bonus
(4)
|
|
1,000,000
|
|
|
1,000,000
|
|
|
1,000,000
|
|
|
1,000,000
|
|
|
—
|
|
|
|
Equity Awards:
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
RSUs
|
|
2,640,527
|
|
|
2,640,527
|
|
|
2,640,527
|
|
|
2,640,527
|
|
|
2,640,527
|
|
|
|
Total
|
|
6,640,527
|
|
|
6,640,527
|
|
|
6,973,860
|
|
|
6,973,860
|
|
|
2,640,527
|
|
Costas Miranthis
(5)
|
|
Base Salary
|
|
—
|
|
|
—
|
|
|
3,000,000
|
|
|
—
|
|
|
—
|
|
|
|
Average Incentive (Lump Sum)
(1)
|
|
—
|
|
|
—
|
|
|
7,987,500
|
|
|
—
|
|
|
—
|
|
|
|
Average Incentive (Pro Rata)
(2)
|
|
—
|
|
|
—
|
|
|
656,507
|
|
|
—
|
|
|
—
|
|
|
|
Other Benefits:
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
Health and Welfare
(3)
|
|
—
|
|
|
—
|
|
|
125,000
|
|
|
—
|
|
|
—
|
|
|
|
Target Equity Award Value
|
|
—
|
|
|
—
|
|
|
4,950,000
|
|
|
—
|
|
|
—
|
|
|
|
Housing Allowance
|
|
—
|
|
|
—
|
|
|
495,000
|
|
|
—
|
|
|
—
|
|
|
|
Pension Contribution
|
|
—
|
|
|
—
|
|
|
150,000
|
|
|
—
|
|
|
—
|
|
|
|
Other Benefits for Notice Period (Club Membership Dues)
|
|
|
|
|
|
50,000
|
|
|
—
|
|
|
—
|
|
||
|
|
Equity Awards:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
SSARs
|
|
—
|
|
|
—
|
|
|
885,968
|
|
|
—
|
|
|
—
|
|
|
|
RSUs
|
|
—
|
|
|
—
|
|
|
3,064,387
|
|
|
—
|
|
|
—
|
|
|
|
PSUs
|
|
—
|
|
|
—
|
|
|
4,596,638
|
|
|
—
|
|
|
—
|
|
|
|
Total
|
|
—
|
|
|
—
|
|
|
25,961,000
|
|
|
—
|
|
|
—
|
|
William Babcock
|
|
Base Salary
|
|
614,146
|
|
|
—
|
|
|
614,146
|
|
|
614,146
|
|
|
1,228,292
|
|
|
|
Target Annual Incentive
(1)
|
|
614,146
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Average Incentive (Lump Sum)
(1)
|
|
1,076,803
|
|
|
1,076,803
|
|
|
1,076,803
|
|
|
1,076,803
|
|
|
2,153,605
|
|
|
|
Average Incentive (Pro Rata)
(2)
|
|
—
|
|
|
—
|
|
|
1,076,803
|
|
|
1,076,803
|
|
|
1,076,803
|
|
|
|
Other Benefits:
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
Health and Welfare
(3)
|
|
54,536
|
|
|
1,452,861
|
|
|
25,365
|
|
|
25,365
|
|
|
54,536
|
|
|
|
Equity Awards:
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
SSARs
|
|
1,645,587
|
|
|
1,645,587
|
|
|
955,434
|
|
|
955,434
|
|
|
1,645,587
|
|
|
|
RSUs
|
|
1,932,325
|
|
|
1,932,325
|
|
|
1,261,113
|
|
|
1,261,113
|
|
|
1,932,325
|
|
|
|
PSUs
|
|
2,126,563
|
|
|
2,126,563
|
|
|
1,379,814
|
|
|
1,379,814
|
|
|
3,189,845
|
|
|
|
Total
|
|
8,064,106
|
|
|
8,234,139
|
|
|
6,389,478
|
|
|
6,389,478
|
|
|
11,280,993
|
|
Emmanuel Clarke
(6)
|
|
Base Salary
|
|
933,991
|
|
|
—
|
|
|
933,991
|
|
|
933,991
|
|
|
1,867,983
|
|
|
|
Target Annual Incentive
(1)
|
|
1,167,489
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Average Incentive (Lump Sum)
(1)
|
|
2,105,372
|
|
|
2,105,372
|
|
|
2,105,372
|
|
|
2,105,372
|
|
|
4,210,745
|
|
|
|
Average Incentive (Pro Rata)
(2)
|
|
—
|
|
|
—
|
|
|
2,105,372
|
|
|
2,105,372
|
|
|
2,105,372
|
|
|
|
Other Benefits:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retention Bonus
|
|
237,500
|
|
|
950,000
|
|
|
950,000
|
|
|
950,000
|
|
|
950,000
|
|
|
|
Housing
|
|
46,504
|
|
|
46,504
|
|
|
46,504
|
|
|
46,504
|
|
|
93,009
|
|
|
|
School Allowance
|
|
24,742
|
|
|
24,742
|
|
|
24,742
|
|
|
24,742
|
|
|
49,484
|
|
|
|
Health and Welfare
(3)
|
|
16,152
|
|
|
569,712
|
|
|
7,512
|
|
|
7,512
|
|
|
16,152
|
|
|
|
Equity Awards:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SSARs
|
|
1,209,442
|
|
|
1,209,442
|
|
|
743,096
|
|
|
743,096
|
|
|
1,209,442
|
|
|
|
RSUs
|
|
2,207,473
|
|
|
2,207,473
|
|
|
1,403,413
|
|
|
1,403,413
|
|
|
2,207,473
|
|
|
|
PSUs
|
|
2,207,473
|
|
|
2,207,473
|
|
|
1,403,413
|
|
|
1,403,413
|
|
|
3,311,209
|
|
|
|
Total
|
|
10,156,138
|
|
|
9,320,718
|
|
|
9,723,415
|
|
|
9,723,415
|
|
|
16,020,869
|
|
NEOs
|
|
Compensation Elements
|
|
Death
($)
|
|
Disability
($)
|
|
Termination
without Cause
($)
|
|
Executive Resignation with Good Reason
($)
|
|
Change in Control and Either Involuntary Termination or Termination with Good Reason (per CIC)
($)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Laurie Desmet
|
|
Base Salary
|
|
551,399
|
|
|
—
|
|
|
551,399
|
|
|
551,399
|
|
|
1,102,798
|
|
|
|
Target Annual Incentive
(1)
|
|
551,399
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Average Incentive (Lump Sum)
(1)
|
|
998,032
|
|
|
998,032
|
|
|
998,032
|
|
|
998,032
|
|
|
1,996,064
|
|
|
|
Average Incentive (Pro Rata)
(2)
|
|
—
|
|
|
—
|
|
|
998,032
|
|
|
998,032
|
|
|
998,032
|
|
|
|
Other Benefits:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Health and Welfare
(3)
|
|
42,558
|
|
|
535,701
|
|
|
19,794
|
|
|
19,794
|
|
|
42,558
|
|
|
|
Equity Awards:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SSARs
|
|
872,290
|
|
|
872,290
|
|
|
424,675
|
|
|
424,675
|
|
|
872,290
|
|
|
|
RSUs
|
|
2,274,269
|
|
|
2,274,269
|
|
|
1,454,853
|
|
|
1,454,853
|
|
|
2,274,269
|
|
|
|
PSUs
|
|
1,698,400
|
|
|
1,698,400
|
|
|
922,622
|
|
|
922,622
|
|
|
2,547,600
|
|
|
|
Total
|
|
6,988,347
|
|
|
6,378,692
|
|
|
5,369,407
|
|
|
5,369,407
|
|
|
9,833,611
|
|
NEOs
|
|
Compensation Elements
|
|
Death
($)
|
|
Disability
($)
|
|
Termination
without Cause
($)
|
|
Executive Resignation with Good Reason
($)
|
|
Change in Control and Either Involuntary Termination or Termination with Good Reason (per CIC)
($)
|
|
Retirement
($)
|
||||||
Theodore C. Walker
|
|
Base Salary
|
|
623,156
|
|
|
—
|
|
|
623,156
|
|
|
623,156
|
|
|
1,246,312
|
|
|
—
|
|
|
|
Target Annual Incentive
(1)
|
|
623,156
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Average Incentive (Lump Sum)
(1)
|
|
909,808
|
|
|
909,808
|
|
|
909,808
|
|
|
909,808
|
|
|
1,819,616
|
|
|
909,808
|
|
|
|
Average Incentive (Pro Rata)
(2)
|
|
—
|
|
|
—
|
|
|
909,808
|
|
|
909,808
|
|
|
909,808
|
|
|
909,808
|
|
|
|
Other Benefits:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
Health and Welfare
(3)
|
|
64,189
|
|
|
571,162
|
|
|
29,855
|
|
|
29,855
|
|
|
64,189
|
|
|
—
|
|
|
|
Equity Awards:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
SSARs
|
|
1,209,442
|
|
|
1,209,442
|
|
|
743,096
|
|
|
743,096
|
|
|
1,209,442
|
|
|
1,209,442
|
|
|
|
RSUs
|
|
2,207,473
|
|
|
2,207,473
|
|
|
1,403,413
|
|
|
1,403,413
|
|
|
2,207,473
|
|
|
2,207,473
|
|
|
|
PSUs
|
|
2,207,473
|
|
|
2,207,473
|
|
|
1,403,413
|
|
|
1,403,413
|
|
|
3,311,209
|
|
|
2,207,473
|
|
|
|
Total
|
|
7,844,697
|
|
|
7,105,358
|
|
|
6,022,549
|
|
|
6,022,549
|
|
|
10,768,049
|
|
|
7,444,004
|
|
|
(1)
|
Includes total amount of target annual cash incentive and/or Average Incentive, as applicable. For details, see Termination Provisions and Change in Control Policy sections above.
|
(2)
|
Includes Pro Rata Target Annual Cash Incentive and/or Pro Rata Average Incentive, as applicable. For details, see Termination Provisions and Change in Control Policy sections above.
|
(3)
|
For calculation purposes, a 15% increase in premiums each year is assumed until retirement age for disability.
|
(4)
|
Calculation for Mr. Zwiener's Ongoing Discretionary Bonus: $125,000 x 4 months (September to December 2015) x 200% (maximum payout) = $1,000,000.
|
(5)
|
Under the terms of the letter agreement between Mr. Miranthis and the Company, dated January 25, 2015, Mr. Miranthis received these payments in connection with his resignation on March 31, 2015. All of Mr. Miranthis' unvested equity awards that he held on March 31, 2015 became fully vested as of March 31, 2015 (with any performance share units being earned at the maximum level of performance achievement).
|
(6)
|
In connection with Mr. Clarke's appointment as President, he is entitled to a retention bonus of $950,000, to be paid on the earlier of December 31, 2016 or the date that is twelve months after the closing date of the acquisition of PartnerRe by EXOR. The amounts are converted from Swiss Francs using the applicable exchange rate at December 31, 2015 of CHF1.00 to USD1.01.
|
Component
|
|
Director
Annual Amount
($)
|
|
Committee Chair Fee
Annual Amount
($)
|
|
Chairman of the Board
Annual Amount
($)
|
Cash
|
|
80,000
|
|
15,000
|
|
160,000
|
RSUs
|
|
150,000
|
|
—
|
|
180,000
|
Dividend equivalents
|
|
Per actual dividend rate
declared by the Board
|
|
—
|
|
Per actual dividend rate
declared by the Board
|
Name
|
|
Fees Earned or Paid in Cash
($)
|
|
Stock Awards
(1)
($)
|
|
All Other Compensation
(2)
($)
|
|
Total
($)
|
Jean-Paul L. Montupet, Chairman
(3)
|
|
175,000
|
|
280,000
|
|
125,801
|
|
580,801
|
Judith Hanratty
(4)
|
|
80,000
|
|
150,000
|
|
19,971
|
|
249,971
|
Jan H. Holsboer
(5)
|
|
15,000
|
|
250,000
|
|
32,182
|
|
297,182
|
Roberto Mendoza
(6)
|
|
80,000
|
|
250,000
|
|
122,396
|
|
452,396
|
Debra Perry
(7)
|
|
94,034
|
|
150,000
|
|
10,161
|
|
254,195
|
Rémy Sautter
(8)
|
|
—
|
|
250,000
|
|
24,744
|
|
274,744
|
Greg Seow
(9)
|
|
40,000
|
|
200,000
|
|
10,697
|
|
250,697
|
Kevin M. Twomey
(10)
|
|
95,000
|
|
150,000
|
|
19,524
|
|
264,524
|
Egbert Willam
(11)
|
|
40,000
|
|
200,000
|
|
16,524
|
|
256,524
|
|
(1)
|
In accordance with the SEC proxy disclosure rules, Stock Awards in the above table reflect the amount of RSUs granted during the fiscal year by using the aggregate grant date fair value of awards, determined in accordance with FASB ASC Topic 718. The grant date fair market value for RSU awards granted in 2015 was $115.50 which was the closing price of PartnerRe common shares on January 25, 2015 and $130.50 which was the closing price of PartnerRe common shares on June 15, 2015. The directors received the following awards:
|
Name
|
|
January 25, 2015
|
|
June 15, 2015
|
Jean-Paul L. Montupet
|
|
866
|
|
1,380
|
Judith Hanratty
|
|
—
|
|
1,150
|
Jan H. Holsboer
|
|
—
|
|
1,916
|
Roberto Mendoza
|
|
866
|
|
1,150
|
Debra Perry
|
|
—
|
|
1,150
|
Rémy Sautter
|
|
—
|
|
1,916
|
Greg Seow
|
|
—
|
|
1,533
|
Kevin M. Twomey
|
|
—
|
|
1,150
|
Egbert Willam
|
|
—
|
|
1,533
|
Name
|
|
Other Benefits
($)
|
|
Dividend Equivalents Paid
($)
|
|
Total
($)
|
Jean-Paul L. Montupet
|
|
100,000
|
|
25,801
|
|
125,801
|
Judith Hanratty
|
|
—
|
|
19,971
|
|
19,971
|
Jan H. Holsboer
|
|
|
|
32,182
|
|
32,182
|
Roberto Mendoza
|
|
100,000
|
|
22,396
|
|
122,396
|
Debra Perry
|
|
—
|
|
10,161
|
|
10,161
|
Rémy Sautter
|
|
—
|
|
24,744
|
|
24,744
|
Greg Seow
|
|
—
|
|
10,697
|
|
10,697
|
Kevin M. Twomey
|
|
—
|
|
19,524
|
|
19,524
|
Egbert Willam
|
|
—
|
|
16,524
|
|
16,524
|
(3)
|
Mr. Montupet did not defer any of his director’s fees for 2015. At December 31, 2015, he held 42,932 exercisable options and 9,336 unvested RSUs.
|
(4)
|
Ms. Hanratty did not defer any of her director’s fees for 2015. At December 31, 2015, she held 10,127 exercisable options and 7,059 unvested RSUs.
|
(5)
|
Mr. Holsboer elected to defer 100% of his director’s fees for 2015, excluding his Committee Chairman’s fees for 2015. At December 31, 2015, he held 64,375 exercisable options and 11,643 unvested RSUs.
|
(6)
|
Mr. Mendoza did not defer any of his director’s fees for 2015. At December 31, 2015, he held 26,614 exercisable options and 7,925 unvested RSUs.
|
(7)
|
Ms. Perry did not defer any of her director’s fees for 2015. At December 31, 2015, she held 4,204 unvested RSUs.
|
(8)
|
Mr. Sautter elected to defer 100% of his director’s fees for 2015. At December 31, 2015, he held 9,306 unvested RSUs.
|
(9)
|
Mr. Seow elected to defer 50% of his director’s fees for 2015. At December 31, 2015 he held 4,587 unvested RSUs.
|
(10)
|
Mr. Twomey did not defer any of his director’s fees for 2015. At December 31, 2015, he held 18,546 exercisable options and 7,059 unvested RSUs.
|
(11)
|
Dr. Willam elected to defer 50% of his director’s fees for 2015. At December 31, 2015, he held 6,668 unvested RSUs.
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
Name of Beneficial Owner
|
|
Common
Shares
|
|
Exercisable
Options/SSARs
|
|
Amount of
Beneficial
Ownership
|
|
Percentage
of Outstanding
Common Shares
|
|||
David Zwiener
|
|
6,565
|
|
29,065
|
|
35,630
|
|
*
|
|||
William Babcock
|
|
9,892
|
|
100,317
|
|
110,209
|
|
*
|
|||
Emmanuel Clarke
|
|
23,656
|
|
106,329
|
|
129,985
|
|
*
|
|||
Laurie Desmet
|
|
9,957
|
|
69,387
|
|
79,344
|
|
*
|
|||
Theodore C. Walker
|
|
9,043
|
|
209,460
|
|
218,503
|
|
*
|
|||
Costas Miranthis
|
|
64,706
|
|
—
|
|
64,706
|
|
*
|
|||
Jean-Paul L. Montupet
|
|
10,848
|
|
42,932
|
|
53,780
|
|
*
|
|||
Judith Hanratty
|
|
—
|
|
10,127
|
|
10,127
|
|
*
|
|||
Jan H. Holsboer
|
|
21,703
|
|
64,375
|
|
86,078
|
|
*
|
|||
Roberto Mendoza
|
|
3,491
|
|
26,614
|
|
30,105
|
|
*
|
|||
Debra Perry
|
|
—
|
|
—
|
|
—
|
|
*
|
|||
Rémy Sautter
|
|
11,736
|
|
—
|
|
11,736
|
|
*
|
|||
Greg Seow
|
|
—
|
|
—
|
|
—
|
|
*
|
|||
Kevin M. Twomey
|
|
—
|
|
18,546
|
|
18,546
|
|
*
|
|||
Egbert Willam
|
|
—
|
|
—
|
|
—
|
|
*
|
|||
All directors and executive officers (15 total)
|
|
|
|
|
|
848,749
|
|
*
|
|||
Other Beneficial Owners
(1)
|
|
|
|
|
|
|
|
|
|||
EXOR S.p.A.
(2)
Via Nizza, 250
Turin, 10126 Italy
|
|
4,725,726
|
|
|
—
|
|
|
4,725,726
|
|
|
9.9%
|
The Vanguard Group, Inc.(3)
100 Vanguard Blvd
Malvern, PA 19355
|
|
3,033,413
|
|
|
|
|
3,033,413
|
|
|
6.3%
|
|
BlackRock Inc.
(4)
55 East 52nd Street
New York, NY 10055
|
|
2,932,652
|
|
|
—
|
|
|
2,932,352
|
|
|
6.1%
|
|
(1)
|
The information contained in Other Beneficial Owners is based solely on reports on Schedules 13G/A filed with the SEC; PartnerRe has not independently verified the data.
|
(2)
|
As of August 2, 2015, based on a report on Schedule 13D/A filed on August 4, 2015, EXOR beneficially owns and has sole voting power and sole dispositive power over 4,725,726 PartnerRe common shares. The ownership percentage is based on the assumption that EXOR continues to own that number of PartnerRe common shares, as reflected in the table above as of February 15, 2016.
|
(3)
|
As of December 31, 2015, based on a report on Schedule 13G filed on February 11, 2016, The Vanguard Group, Inc. beneficially owns and has sole voting power over 46,802 common shares, shared voting power over 4,300 common shares, sole dispositive power over 2,983,011 common shares and shared dispositive power over 50,402 common shares. Vanguard Fiduciary Trust Company a wholly owned subsidiary of The Vanguard Group, Inc. is the beneficial owner of 31,602 common shares. Vanguard Investments Australia, Ltd. a wholly owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 34,000 common shares. The ownership percentage is based on the assumption that The Vanguard Group, Inc. continues to own the number of common shares reflected in the table above as of February 15, 2016.
|
(4)
|
As of December 31, 2015, based on a report on Schedule 13G filed on January 28, 2016, BlackRock Inc. beneficially owns and has sole voting power over 2,494,818 common shares, shared voting power over 200 common shares, sole dispositive power over 2,932,152 common shares and shared dispositive power over 200 common shares. The ownership percentage is based on the assumption that BlackRock Inc. continues to own the number of common shares reflected in the table above as of February 15, 2016.
|
|
|
A
|
|
B
|
|
C
|
||||
Plan Category
|
|
Number of Securities
To be Issued upon Exercise of Outstanding Options, Warrants and Rights
(1)
|
|
Weighted-Average Exercise Price of
Outstanding Options, Warrants and Rights
(2)
|
|
Number of Securities Remaining Available for Future Issuance under
Equity Compensation Plans (Excluding Securities Reflected in Column A)
(1)
|
||||
Equity compensation plans approved by shareholders
|
|
2,070,178
|
|
|
$
|
79.19
|
|
|
314,334
|
|
Equity compensation plans not approved by shareholders
|
|
11,759
|
|
|
73.53
|
|
|
—
|
|
|
Total
|
|
2,081,937
|
|
|
$
|
79.14
|
|
|
314,334
|
|
|
|
A
|
|
B
|
|
C
|
||||
Plan
|
|
Number of Securities
To be Issued upon Exercise of Outstanding Options, Warrants and Rights
|
|
Weighted-Average Exercise Price
of Outstanding Options, Warrants and Rights
(1)
|
|
Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in Column A)
|
||||
2005 Employee Equity Plan (Options)
(2)
|
|
1,020,199
|
|
|
80.84
|
|
|
—
|
|
|
2005 Employee Equity Plan (Restricted Stock Units and Performance Share Units)
(2)
|
|
763,826
|
|
|
n/a
|
|
|
—
|
|
|
2003 Non-Employee Directors Share Plan (Options)
|
|
228,241
|
|
|
71.80
|
|
|
290,290
|
|
|
2003 Non-Employee Directors Share Plan (Restricted Stock Units)
|
|
57,912
|
|
|
n/a
|
|
|
24,044
|
|
|
Total
|
|
2,070,178
|
|
|
$
|
79.19
|
|
|
314,334
|
|
|
(1)
|
The weighted average exercise price does not take into account any restricted stock unit awards.
|
(2)
|
The Employee Equity Plan has expired.
|
|
|
A
|
|
B
|
|
C
|
||||
Plan
|
|
Number of Securities
To be Issued upon Exercise of Outstanding Options, Warrants and Rights
|
|
Weighted-Average Exercise Price
of Outstanding Options, Warrants and Rights
|
|
Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans(Excluding Securities Reflected in Column A)
|
||||
Paris Re 2006 Equity Purchase Plan
|
|
557
|
|
|
$
|
30.86
|
|
|
—
|
|
Paris Re 2006 Equity Incentive Plan
|
|
8,231
|
|
|
66.27
|
|
|
—
|
|
|
Paris Re 2007 Equity Incentive Plan
|
|
2,971
|
|
|
101.65
|
|
|
—
|
|
|
Total
|
|
11,759
|
|
|
$
|
73.53
|
|
|
—
|
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
ITEM 14.
|
PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
|
|
2015
|
|
2014
|
||||
Audit Fees
(1)
|
|
$
|
5,468,620
|
|
|
$
|
5,455,920
|
|
Audit-Related Fees
(2)
|
|
560,567
|
|
|
74,160
|
|
||
Tax Fees
|
|
—
|
|
|
—
|
|
||
All Other Fees
|
|
—
|
|
|
—
|
|
||
Total
|
|
$
|
6,029,187
|
|
|
$
|
5,530,080
|
|
|
(1)
|
These are fees for professional services rendered by the Deloitte Entities for the audit of our annual financial statements included in our annual report on Form 10-K, the review of the financial statements included in our quarterly reports on Form 10-Q and audit services provided in connection with statutory and regulatory filings.
|
(2)
|
These are fees for audit-related services performed by the Deloitte Entities that are reasonably related to the performance of the audit or review of our financial statements but are not described in item (1) above. For 2015 these fees include services related to the Amalgamation with AXIS and Merger with EXOR, agreed upon procedures related to certain of the Company's subsidiaries and audit for an employee benefit plan. For 2014, these fees include an audit for an employee benefit plan and meetings with a regulator.
|
ITEM 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
|
|
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
|||||||
|
|
Exhibit Description
|
|
Form
|
|
Original
Number
|
|
Date
Filed
|
|
SEC File
Reference
Number
|
|
||
(a)
|
|
Exhibits and Financial Statement Schedules
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
1.
|
|
Financial Statements
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Included in Part II—See Item 8 of this report
|
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|||||||
2.
|
|
Financial Statement Schedules
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Included in Part IV of this report:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Report of Independent Registered Public Accounting Firm on Financial Statement Schedules
|
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|||||||
|
|
Schedule I—Consolidated Summary of Investments—at December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|||||||
|
|
Schedule II—Condensed Financial Information
of PartnerRe Ltd.
|
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|||||||
|
|
Schedule III—Supplementary Insurance Information—for the Years Ended December 31, 2015, 2014 and 2013
|
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|||||||
|
|
Schedule IV—Reinsurance—for the Years Ended December 31, 2015, 2014 and 2013
|
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|||||||
|
|
Schedule VI—Supplemental Information Concerning Property-Casualty Insurance Operations—for the Years Ended December 31, 2015, 2014 and 2013
|
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|||||||
3.
|
|
Exhibits
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Included on page 246
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
P
ARTNERRE
L
TD
.
|
||
|
|
|
By:
|
|
/
S
/ W
ILLIAM
B
ABCOCK
|
Name:
|
|
William Babcock
|
Title:
|
|
Executive Vice President & Chief Financial Officer
|
Signatures
|
|
Title
|
|
Date
|
|
|
|
||
/S/
D
AVID
Z
WIENER
David Zwiener
|
|
Chief Executive Officer and Director (Principal Executive Officer)
|
|
February 25, 2016
|
|
|
|
||
/
S
/ W
ILLIAM
B
ABCOCK
William Babcock
|
|
Executive Vice President & Chief Financial Officer (Principal Financial Officer)
|
|
February 25, 2016
|
|
|
|
||
/
S
/ D
AVID
J. O
UTTRIM
David J. Outtrim
|
|
Chief Accounting Officer (Principal Accounting Officer)
|
|
February 25, 2016
|
|
|
|
||
/
S
/ J
EAN
-
PAUL
M
ONTUPET
Jean-Paul Montupet
|
|
Chairman of the Board of Directors
|
|
February 25, 2016
|
|
|
|
||
/
S
/ J
UDITH
H
ANRATTY
Judith Hanratty, CVO, OBE
|
|
Director
|
|
February 25, 2016
|
|
|
|
||
/
S
/ J
AN
H. H
OLSBOER
Jan H. Holsboer
|
|
Director
|
|
February 25, 2016
|
|
|
|
||
/
S
/ R
OBERTO
M
ENDOZA
Roberto Mendoza
|
|
Director
|
|
February 25, 2016
|
|
|
|
||
/
S
/ D
EBRA
J. P
ERRY
Debra J. Perry
|
|
Director
|
|
February 25, 2016
|
|
|
|
||
/
S
/ R
ÉMY
S
AUTTER
Rémy Sautter
|
|
Director
|
|
February 25, 2016
|
|
|
|
||
/
S
/ G
REG
FH S
EOW
Greg FH Seow
|
|
Director
|
|
February 25, 2016
|
|
|
|
||
/
S
/ K
EVIN
M. T
WOMEY
Kevin M. Twomey
|
|
Director
|
|
February 25, 2016
|
|
|
|
||
/
S
/ E
GBERT
W
ILLAM
Egbert Willam
|
|
Director
|
|
February 25, 2016
|
|
/
S
/ D
ELOITTE
L
TD
.
|
Deloitte Ltd.
|
|
Hamilton, Bermuda
|
February 25, 2016
|
Type of investment
|
|
Cost
(1) (2)
|
|
Fair Value
(2)
|
|
Amount at which shown in
the balance sheet
(2)
|
||||||
Fixed maturities
|
|
|
|
|
|
|
||||||
U.S. government and government sponsored enterprises
|
|
$
|
2,887,000
|
|
|
$
|
2,872,845
|
|
|
$
|
2,872,845
|
|
U.S. states, territories and municipalities
|
|
743,413
|
|
|
778,326
|
|
|
778,326
|
|
|||
Non-U.S. sovereign government, supranational and government related
|
|
1,271,416
|
|
|
1,332,925
|
|
|
1,332,925
|
|
|||
Corporate
|
|
5,035,006
|
|
|
5,086,199
|
|
|
5,086,199
|
|
|||
Asset-backed securities
|
|
1,040,144
|
|
|
1,037,816
|
|
|
1,037,816
|
|
|||
Residential mortgage-backed securities
|
|
2,287,173
|
|
|
2,290,640
|
|
|
2,290,640
|
|
|||
Other mortgage-backed securities
|
|
49,667
|
|
|
49,511
|
|
|
49,511
|
|
|||
Fixed maturities
|
|
13,313,819
|
|
|
13,448,262
|
|
|
13,448,262
|
|
|||
Equities
|
|
|
|
|
|
|
||||||
Banks, trust and insurance companies
|
|
89,934
|
|
|
137,704
|
|
|
137,704
|
|
|||
Public utilities
|
|
8,501
|
|
|
7,796
|
|
|
7,796
|
|
|||
Industrial, miscellaneous and all other
|
|
319,993
|
|
|
298,361
|
|
|
298,361
|
|
|||
Equities
|
|
418,428
|
|
|
443,861
|
|
|
443,861
|
|
|||
Short-term investments
|
|
46,689
|
|
|
46,688
|
|
|
46,688
|
|
|||
Other invested assets
(3)
|
|
|
|
190,899
|
|
|
190,899
|
|
||||
Total
|
|
|
|
$
|
14,129,710
|
|
|
$
|
14,129,710
|
|
|
(1)
|
Original cost of fixed maturities reduced by repayments and adjusted for amortization of premiums or accrual of discounts. Original cost of equity securities.
|
(2)
|
Excludes the investment portfolio underlying the funds held – directly managed account. While the net investment income and net realized and unrealized gains and losses inure to the benefit of the Company, the Company does not legally own the investments.
|
(3)
|
Other invested assets excludes the Company’s investments accounted for using the cost method of accounting and the equity method of accounting of
$208 million
.
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||
Assets
|
|
|
|
|
||||
Fixed maturities, at fair value (amortized cost: 2015, $254,486)
|
|
$
|
252,538
|
|
|
$
|
—
|
|
Cash and cash equivalents
|
|
94,835
|
|
|
371
|
|
||
Investments in subsidiaries
|
|
8,187,691
|
|
|
8,242,199
|
|
||
Intercompany loans and balances receivable
|
|
605,697
|
|
|
675,408
|
|
||
Other
|
|
2,955
|
|
|
2,476
|
|
||
Total assets
|
|
$
|
9,143,716
|
|
|
$
|
8,920,454
|
|
|
|
|
|
|
||||
Liabilities
|
|
|
|
|
||||
Intercompany loans and balances payable
(1)
|
|
$
|
2,211,106
|
|
|
$
|
1,845,690
|
|
Accounts payable, accrued expenses and other
|
|
32,109
|
|
|
25,854
|
|
||
Total liabilities
|
|
2,243,215
|
|
|
1,871,544
|
|
||
|
|
|
|
|
||||
Shareholders’ Equity
|
|
|
|
|
||||
Common shares (par value $1.00; issued: 2015 and 2014, 87,237,220 shares)
|
|
87,237
|
|
|
87,237
|
|
||
Preferred shares (par value $1.00; issued and outstanding: 2015 and 2014, 34,150,000 shares; aggregate liquidation value: 2015 and 2014, $853,750)
|
|
34,150
|
|
|
34,150
|
|
||
Additional paid-in capital
|
|
3,982,147
|
|
|
3,949,665
|
|
||
Accumulated other comprehensive loss
|
|
(83,283
|
)
|
|
(34,083
|
)
|
||
Retained earnings
|
|
6,146,802
|
|
|
6,270,811
|
|
||
Common shares held in treasury, at cost (2015, 39,303,068 shares; 2014, 39,400,936
shares)
|
|
(3,266,552
|
)
|
|
(3,258,870
|
)
|
||
Total shareholders’ equity attributable to PartnerRe Ltd.
|
|
6,900,501
|
|
|
7,048,910
|
|
||
Total liabilities and shareholders’ equity attributable to PartnerRe Ltd.
|
|
$
|
9,143,716
|
|
|
$
|
8,920,454
|
|
|
(1)
|
The parent has fully and unconditionally guaranteed on a subordinated basis all obligations of PartnerRe Finance II Inc., an indirect
100%
owned finance subsidiary of the parent, related to the remaining
$63.4 million
aggregate principal amount of
6.440%
Fixed-to-Floating Rate Junior Subordinated Capital Efficient Notes (CENts). The parent’s obligations under this guarantee are unsecured and rank junior in priority of payments to the parent’s Senior Notes.
|
|
|
For the year ended December 31, 2015
|
|
For the year ended December 31, 2014
|
|
For the year ended December 31, 2013
|
||||||
Revenues
|
|
|
|
|
|
|
||||||
Net investment income
|
|
$
|
3,516
|
|
|
$
|
—
|
|
|
$
|
18
|
|
Interest income on intercompany loans
|
|
12,295
|
|
|
14,669
|
|
|
11,039
|
|
|||
Net realized and unrealized investment losses
|
|
(1,104
|
)
|
|
—
|
|
|
—
|
|
|||
Total revenues
|
|
14,707
|
|
|
14,669
|
|
|
11,057
|
|
|||
Expenses
|
|
|
|
|
|
|
||||||
Other expenses
(1)
|
|
435,404
|
|
|
58,076
|
|
|
91,800
|
|
|||
Interest expense on intercompany loans
|
|
6,243
|
|
|
1,696
|
|
|
1,867
|
|
|||
Net foreign exchange (gains) losses
|
|
(3,199
|
)
|
|
(3,192
|
)
|
|
9,895
|
|
|||
Total expenses
|
|
438,448
|
|
|
56,580
|
|
|
103,562
|
|
|||
Loss before equity in net income of subsidiaries
|
|
(423,741
|
)
|
|
(41,911
|
)
|
|
(92,505
|
)
|
|||
Equity in net income of subsidiaries
|
|
528,122
|
|
|
1,096,885
|
|
|
756,513
|
|
|||
Net income attributable to PartnerRe Ltd.
|
|
104,381
|
|
|
1,054,974
|
|
|
664,008
|
|
|||
Preferred dividends
|
|
56,735
|
|
|
56,735
|
|
|
57,861
|
|
|||
Loss on redemption of preferred shares
|
|
—
|
|
|
—
|
|
|
9,135
|
|
|||
Net income attributable to PartnerRe Ltd. common shareholders
|
|
$
|
47,646
|
|
|
$
|
998,239
|
|
|
$
|
597,012
|
|
Comprehensive income
|
|
|
|
|
|
|
||||||
Net income attributable to PartnerRe Ltd.
|
|
$
|
104,381
|
|
|
$
|
1,054,974
|
|
|
$
|
664,008
|
|
Total other comprehensive loss, net of tax
|
|
(49,200
|
)
|
|
(21,845
|
)
|
|
(22,835
|
)
|
|||
Comprehensive income attributable to PartnerRe Ltd.
|
|
$
|
55,181
|
|
|
$
|
1,033,129
|
|
|
$
|
641,173
|
|
|
(1)
|
Other expenses for the year ended December 31, 2015 include the AXIS Termination Fee of
$315 million
and Transaction Costs of
$63 million
.
|
|
|
For the year ended December 31, 2015
|
|
For the year ended December 31, 2014
|
|
For the year ended December 31, 2013
|
||||||
Cash flows from operating activities
|
|
|
|
|
|
|
||||||
Net income attributable to PartnerRe Ltd.
|
|
$
|
104,381
|
|
|
$
|
1,054,974
|
|
|
$
|
664,008
|
|
Adjustments to reconcile net income to net cash used in operating activities:
|
|
|
|
|
|
|
||||||
Equity in net income of subsidiaries
|
|
(528,122
|
)
|
|
(1,096,885
|
)
|
|
(756,513
|
)
|
|||
Other, net
|
|
32,725
|
|
|
33,598
|
|
|
27,397
|
|
|||
Net cash used in operating activities
|
|
(391,016
|
)
|
|
(8,313
|
)
|
|
(65,108
|
)
|
|||
Cash flows from investing activities
|
|
|
|
|
|
|
||||||
Advances to/from subsidiaries, net
|
|
97,532
|
|
|
(12,635
|
)
|
|
666,444
|
|
|||
Net issue of intercompany loans receivable and payable
|
|
5,955
|
|
|
2,500
|
|
|
14,473
|
|
|||
Sales and redemptions of fixed maturities
|
|
16,818
|
|
|
—
|
|
|
—
|
|
|||
Purchases of fixed maturities
(3)
|
|
(25,758
|
)
|
|
—
|
|
|
—
|
|
|||
Dividends received from subsidiaries
|
|
418,789
|
|
|
—
|
|
|
—
|
|
|||
Other, net
|
|
13,292
|
|
|
60
|
|
|
196
|
|
|||
Net cash provided by (used in) investing activities
|
|
526,628
|
|
|
(10,075
|
)
|
|
681,113
|
|
|||
Cash flows from financing activities
|
|
|
|
|
|
|
||||||
Cash dividends paid to common and preferred shareholders
(2)
|
|
(47,582
|
)
|
|
—
|
|
|
(103,311
|
)
|
|||
Repurchase of common shares
(2)
|
|
—
|
|
|
—
|
|
|
(546,617
|
)
|
|||
Reissuance of treasury shares and issuance of common shares, net of taxes paid
|
|
7,996
|
|
|
16,785
|
|
|
51,111
|
|
|||
Net proceeds from issuance of preferred shares
|
|
—
|
|
|
—
|
|
|
241,265
|
|
|||
Redemption of preferred shares
|
|
—
|
|
|
—
|
|
|
(290,000
|
)
|
|||
Net cash (used in) provided by financing activities
|
|
(39,586
|
)
|
|
16,785
|
|
|
(647,552
|
)
|
|||
Effect of foreign exchange rate changes on cash
|
|
(1,562
|
)
|
|
688
|
|
|
2,461
|
|
|||
Increase (decrease) in cash and cash equivalents
|
|
94,464
|
|
|
(915
|
)
|
|
(29,086
|
)
|
|||
Cash and cash equivalents—beginning of year
|
|
371
|
|
|
1,286
|
|
|
30,372
|
|
|||
Cash and cash equivalents—end of year
|
|
$
|
94,835
|
|
|
$
|
371
|
|
|
$
|
1,286
|
|
Supplemental cash flow information:
|
|
|
|
|
|
|
||||||
Interest paid
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,528
|
|
|
(1)
|
The parent received non-cash dividends from its subsidiaries of
$300 million
,
$833 million
and
$1,100 million
for the years ended
December 31, 2015
,
2014
and
2013
, respectively, which have been excluded from the Condensed Statements of Cash Flows—Parent Company Only.
|
(2)
|
During the years ended
December 31, 2015
,
2014
and
2013
, dividends paid to common and preferred shareholders of
$143 million
,
$191 million
and
$97 million
, respectively, and the repurchase of common shares of
$71 million
,
$547 million
and
$169 million
, respectively, were paid by a subsidiary on behalf of the parent and have been excluded from the Condensed Statements of Cash Flows—Parent Company Only.
|
(3)
|
During the year ended
December 31, 2015
, the parent received
$248 million
of fixed maturities from its subsidiaries, which has been excluded from the Condensed Statements of Cash Flows—Parent Company Only.
|
(4)
|
During the year ended
December 31, 2015
, the parent purchased a subsidiary from another subsidiary for
$191 million
in exchange for an intercompany loan payable. These transactions have been excluded from the Condensed Statements of Cash Flows—Parent Company Only.
|
|
|
Deferred Policy Acquisition Costs
|
|
Gross Reserves
|
|
Unearned Premiums
|
|
Other Benefits Payable
|
|
Premium Revenue
|
|
Net Investment Income
(1)
|
|
Losses Incurred
|
|
Amortization of DAC
|
|
Other Expenses
(2) (3)
|
|
Premiums Written
|
||||||||||||||||||||
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Non-life
|
|
$
|
449,216
|
|
|
$
|
9,064,711
|
|
|
$
|
1,629,537
|
|
|
$
|
—
|
|
|
$
|
4,059,665
|
|
|
$ N/A
|
|
$
|
2,193,449
|
|
|
$
|
1,063,693
|
|
|
$
|
218,319
|
|
|
$
|
4,022,067
|
|
||
Life and Health
|
|
180,156
|
|
|
—
|
|
|
15,220
|
|
|
2,051,935
|
|
|
1,209,513
|
|
|
58,537
|
|
|
964,421
|
|
|
153,318
|
|
|
63,451
|
|
|
321,278
|
|
||||||||||
Corporate and Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
391,247
|
|
|
(450
|
)
|
|
(8
|
)
|
|
508,953
|
|
|
—
|
|
||||||||||
Total
|
|
$
|
629,372
|
|
|
$
|
9,064,711
|
|
|
$
|
1,644,757
|
|
|
$
|
2,051,935
|
|
|
$
|
5,269,178
|
|
|
$
|
449,784
|
|
|
$
|
3,157,420
|
|
|
$
|
1,217,003
|
|
|
$
|
790,723
|
|
|
$
|
4,343,345
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Non-life
|
|
$
|
463,958
|
|
|
$
|
9,745,806
|
|
|
$
|
1,731,212
|
|
|
$
|
—
|
|
|
$
|
4,387,406
|
|
|
$ N/A
|
|
$
|
2,462,568
|
|
|
$
|
1,065,117
|
|
|
$
|
252,322
|
|
|
$
|
4,500,214
|
|
||
Life and Health
|
|
197,228
|
|
|
—
|
|
|
19,395
|
|
|
2,050,107
|
|
|
1,221,751
|
|
|
60,369
|
|
|
1,000,202
|
|
|
148,689
|
|
|
67,811
|
|
|
265,693
|
|
||||||||||
Corporate and Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38
|
|
|
419,327
|
|
|
—
|
|
|
16
|
|
|
129,555
|
|
|
—
|
|
||||||||||
Total
|
|
$
|
661,186
|
|
|
$
|
9,745,806
|
|
|
$
|
1,750,607
|
|
|
$
|
2,050,107
|
|
|
$
|
5,609,195
|
|
|
$
|
479,696
|
|
|
$
|
3,462,770
|
|
|
$
|
1,213,822
|
|
|
$
|
449,688
|
|
|
$
|
4,765,907
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Non-life
|
|
$
|
434,109
|
|
|
$
|
10,646,318
|
|
|
$
|
1,699,393
|
|
|
$
|
—
|
|
|
$
|
4,234,850
|
|
|
$ N/A
|
|
$
|
2,399,867
|
|
|
$
|
952,570
|
|
|
$
|
258,997
|
|
|
$
|
4,426,719
|
|
||
Life and Health
|
|
210,841
|
|
|
—
|
|
|
24,337
|
|
|
1,974,133
|
|
|
957,146
|
|
|
60,897
|
|
|
760,552
|
|
|
124,631
|
|
|
71,092
|
|
|
123,936
|
|
||||||||||
Corporate and Other
|
|
2
|
|
|
—
|
|
|
37
|
|
|
—
|
|
|
6,214
|
|
|
423,470
|
|
|
(2,611
|
)
|
|
427
|
|
|
170,377
|
|
|
6,110
|
|
||||||||||
Total
|
|
$
|
644,952
|
|
|
$
|
10,646,318
|
|
|
$
|
1,723,767
|
|
|
$
|
1,974,133
|
|
|
$
|
5,198,210
|
|
|
$
|
484,367
|
|
|
$
|
3,157,808
|
|
|
$
|
1,077,628
|
|
|
$
|
500,466
|
|
|
$
|
4,556,765
|
|
|
(1)
|
Because the Company does not manage its assets by segment, net investment income is not allocated to the Non-life segment of the reinsurance operations. However, because of the interest-sensitive nature of some of the Company’s Life products, net investment income is considered in Management’s assessment of the profitability of the Life and Health segment.
|
(2)
|
Other expenses are a component of underwriting result for the Non-life and Life and Health segments. Other expenses included in Corporate and Other represent corporate expenses and other expenses related to the Company’s principal finance transactions, insurance-linked securities and strategic investments.
|
(3)
|
Other expenses for the year ended December 31, 2015 include the AXIS Termination Fee and Transaction Costs.
|
|
|
Gross amount
|
|
Ceded to other companies
|
|
Assumed from other companies
|
|
Net amount
|
|
Percentage of amount assumed to net
|
|||||||||
2015
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Life reinsurance in force
|
|
$
|
—
|
|
|
$
|
2,189,254
|
|
|
$
|
180,825,066
|
|
|
$
|
178,635,812
|
|
|
101
|
%
|
Premiums earned
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Life
|
|
—
|
|
|
4,802
|
|
|
873,854
|
|
|
869,052
|
|
|
101
|
%
|
||||
Accident and health
|
|
89,535
|
|
|
57,978
|
|
|
308,904
|
|
|
340,461
|
|
|
91
|
%
|
||||
Property and casualty
|
|
163,042
|
|
|
238,363
|
|
|
4,134,986
|
|
|
4,059,665
|
|
|
102
|
%
|
||||
Total premiums
|
|
$
|
252,577
|
|
|
$
|
301,143
|
|
|
$
|
5,317,744
|
|
|
$
|
5,269,178
|
|
|
101
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
2014
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Life reinsurance in force
|
|
$
|
—
|
|
|
$
|
2,322,845
|
|
|
$
|
198,284,805
|
|
|
$
|
195,961,960
|
|
|
101
|
%
|
Premiums earned
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Life
|
|
—
|
|
|
5,031
|
|
|
943,054
|
|
|
938,023
|
|
|
101
|
%
|
||||
Accident and health
|
|
66,090
|
|
|
40,065
|
|
|
257,703
|
|
|
283,728
|
|
|
91
|
%
|
||||
Property and casualty
|
|
143,389
|
|
|
170,107
|
|
|
4,414,162
|
|
|
4,387,444
|
|
|
101
|
%
|
||||
Total premiums
|
|
$
|
209,479
|
|
|
$
|
215,203
|
|
|
$
|
5,614,919
|
|
|
$
|
5,609,195
|
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
2013
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Life reinsurance in force
|
|
$
|
—
|
|
|
$
|
1,629,920
|
|
|
$
|
211,247,212
|
|
|
$
|
209,617,292
|
|
|
101
|
%
|
Premiums earned
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Life
|
|
—
|
|
|
5,000
|
|
|
821,737
|
|
|
816,737
|
|
|
101
|
%
|
||||
Accident and health
|
|
—
|
|
|
2,912
|
|
|
143,321
|
|
|
140,409
|
|
|
102
|
%
|
||||
Property and casualty
|
|
93,091
|
|
|
167,744
|
|
|
4,315,717
|
|
|
4,241,064
|
|
|
102
|
%
|
||||
Total premiums
|
|
$
|
93,091
|
|
|
$
|
175,656
|
|
|
$
|
5,280,775
|
|
|
$
|
5,198,210
|
|
|
102
|
%
|
Affiliation with Registrant
|
|
Deferred Policy Acquisition Costs
|
|
Liability for Unpaid Losses and Loss Expenses
|
|
Unearned Premiums
|
|
Premiums Earned
|
|
Losses and Loss Expenses Incurred
|
|
Amortization of Deferred Policy Acquisition Costs
|
|
Paid Losses and Loss Expenses
|
|
Premiums Written
|
||||||||||||||||
Consolidated subsidiaries
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
2015
|
|
$
|
449,216
|
|
|
$
|
9,064,711
|
|
|
$
|
1,629,537
|
|
|
$
|
4,059,665
|
|
|
$
|
2,192,999
|
|
|
$
|
1,063,685
|
|
|
$
|
2,422,603
|
|
|
$
|
4,022,067
|
|
2014
|
|
463,958
|
|
|
9,745,806
|
|
|
1,731,212
|
|
|
4,387,444
|
|
|
2,462,568
|
|
|
1,065,133
|
|
|
2,798,549
|
|
|
4,500,214
|
|
||||||||
2013
|
|
434,111
|
|
|
10,646,318
|
|
|
1,699,430
|
|
|
4,241,064
|
|
|
2,397,256
|
|
|
952,997
|
|
|
2,401,559
|
|
|
4,432,829
|
|
|
|
|
|
Incorporated by Reference
|
|
|
||||||
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
|
Original
Number
|
|
Date Filed
|
|
SEC File
Reference
Number
|
|
Filed
Herewith
|
2.1
|
|
Agreement and Plan of Merger by and among Exor N.V., Pillar Ltd., PartnerRe Ltd. and solely with respect to Sections 4.01 and 4.05, Section 6.13 and Section 7.13, EXOR S.p.A.
|
|
8-K
|
|
2.1
|
|
August 3, 2015
|
|
001-14536
151021122
|
|
|
3.1
|
|
Amended Memorandum of Association.
|
|
F-3
|
|
3.1
|
|
June 20, 1997
|
|
333-7094
|
|
|
3.2
|
|
Amended and Restated Bye-laws of PartnerRe Ltd., dated as of November 19, 2015.
|
|
|
|
|
|
|
|
|
|
X
|
4.1
|
|
Specimen Common Share Certificate.
|
|
10-Q
|
|
4.1
|
|
December 10, 1993
|
|
0-2253
|
|
|
4.2
|
|
Specimen Share Certificate for the 6.50% Series D Cumulative Redeemable Preferred Shares.
|
|
8-K
|
|
99.3
|
|
November 12, 2004
|
|
001-14536
41136085
|
|
|
4.2.2
|
|
Certificate of Designation, Preferences and Rights of the Company’s 6.50% Series D Cumulative Redeemable Preferred Shares.
|
|
8-K
|
|
99.4
|
|
November 12, 2004
|
|
001-14536
41136085
|
|
|
4.3
|
|
Specimen Share Certificate for the 7.25% Series E Cumulative Redeemable Preferred Shares.
|
|
8-K
|
|
4.1
|
|
June 15, 2011
|
|
001-14536
11912259
|
|
|
4.3.1
|
|
Certificate of Designation, Preferences and Rights of the Company’s 7.25% Series E Cumulative Redeemable Preferred Shares.
|
|
8-K
|
|
3.1
|
|
June 15, 2011
|
|
001-14536
11912259
|
|
|
4.4
|
|
Specimen Share Certificate for the 5.875% Series F Non-Cumulative Redeemable Preferred Shares.
|
|
8-K
|
|
4.1
|
|
February 14, 2013
|
|
001-14536
13606991
|
|
|
4.4.1
|
|
Certificate of Designation, Preferences and Rights of the Company’s 5.875% Series F Non-Cumulative Redeemable Preferred Shares.
|
|
8-K
|
|
3.1
|
|
February 14, 2013
|
|
001-14536
13606991
|
|
|
4.5
|
|
Junior Subordinated Indenture dated November 2, 2006 among PartnerRe Finance II Inc., the Company, J.P. Morgan Securities Inc., Lehman Brothers Inc. and the other underwriters named therein.
|
|
8-K
|
|
4.1
|
|
November 7, 2006
|
|
001-14536
61194484
|
|
|
4.5.1
|
|
First Supplemental Junior Subordinated Indenture (including the form of the CENts) among PartnerRe Finance II Inc., the Company and The Bank of New York.
|
|
8-K
|
|
4.2
|
|
November 7, 2006
|
|
001-14536
61194484
|
|
|
4.6
|
|
Junior Subordinated Debt Securities Guarantee Agreement dated November 7, 2006 between the Company and The Bank of New York.
|
|
8-K
|
|
4.3
|
|
November 7, 2006
|
|
001-14536
61194484
|
|
|
4.6.1
|
|
First Supplemental Junior Subordinated Debt Securities Guarantee Agreement dated November 7, 2006 between the Company and The Bank of New York.
|
|
8-K
|
|
4.4
|
|
November 7, 2006
|
|
001-14536
61194484 |
|
|
4.7
|
|
Indenture dated May 27, 2008 among PartnerRe Finance A LLC, PartnerRe Ltd. and The Bank of New York.
|
|
8-K
|
|
4.1
|
|
May 27, 2008
|
|
001-14536
8860178 |
|
|
4.7.1
|
|
First Supplemental Indenture dated May 27, 2008 among PartnerRe Finance A LLC, PartnerRe Ltd. and The Bank of New York.
|
|
8-K
|
|
4.2
|
|
May 27, 2008
|
|
001-14536
8860178 |
|
|
4.8
|
|
Debt Securities Guarantee Agreement dated May 27, 2008 between PartnerRe Ltd. and The Bank of New York.
|
|
8-K
|
|
4.3
|
|
May 27, 2008
|
|
001-14356
8860178 |
|
|
4.8.1
|
|
First Supplemental Debt Securities Guarantee Agreement dated May 27, 2008 between PartnerRe Ltd. and The Bank of New York.
|
|
8-K
|
|
4.4
|
|
May 27, 2008
|
|
001-14536
8860178 |
|
|
4.9
|
|
Indenture dated March 15, 2010 among PartnerRe Finance B LLC, PartnerRe Ltd. and The Bank of New York Mellon.
|
|
8-K
|
|
4.1
|
|
March 15, 2010
|
|
001-14536
10681438 |
|
|
|
|
|
|
Incorporated by Reference
|
|
|
||||||
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
|
Original
Number
|
|
Date Filed
|
|
SEC File
Reference
Number
|
|
Filed
Herewith
|
4.9.1
|
|
First Supplemental Indenture dated March 15, 2010 among PartnerRe Finance B LLC, PartnerRe Ltd. and The Bank of New York Mellon.
|
|
8-K
|
|
4.2
|
|
March 15, 2010
|
|
001-14536
10681438 |
|
|
4.10
|
|
Senior Debt Securities Guarantee Agreement dated March 15, 2010 between PartnerRe Ltd. and The Bank of New York Mellon.
|
|
8-K
|
|
4.3
|
|
March 15, 2010
|
|
001-14536
10681438 |
|
|
4.10.1
|
|
First Supplemental Senior Debt Securities Guarantee Agreement dated March 15, 2010 between PartnerRe Ltd. and The Bank of New York Mellon.
|
|
8-K
|
|
4.4
|
|
March 15, 2010
|
|
001-14536
10681438 |
|
|
10.1
|
|
Credit Agreement among PartnerRe Ltd., the Designated Subsidiary Borrowers, the Lenders and JPMorgan Chase Bank, N.A. dated July 16, 2010.
|
|
8-K
|
|
10.1
|
|
July 21, 2010
|
|
001-14536
10962355 |
|
|
10.2
|
|
Capital Management Maintenance Agreement, effective February 20, 2004, between PartnerRe Ltd., PartnerRe U.S. Corporation and Partner Reinsurance Company of the U.S.
|
|
10-Q
|
|
10.2
|
|
August 6, 2004
|
|
001-14536
4957898 |
|
|
10.3
|
|
Capital Management Maintenance Agreement, effective July 27, 2005, between PartnerRe Ltd., PartnerRe Holdings Ireland Limited and PartnerRe Ireland Insurance Limited.
|
|
8-K
|
|
10.1
|
|
August 1, 2005
|
|
001-14536
5988483 |
|
|
10.4
|
|
Capital Management Maintenance Agreement, effective January 1, 2008, between PartnerRe Ltd. and Partner Reinsurance Europe Limited.
|
|
10-K
|
|
10.5.2
|
|
February 29, 2008
|
|
001-14536
8653416 |
|
|
10.5
|
|
PartnerRe Ltd. Amended Employee Incentive Plan, effective February 6, 1996.
|
|
10-Q
|
|
10.2
|
|
October 31, 2014
|
|
001-14536
141185457 |
|
|
10.5.1
|
|
Form of PartnerRe Ltd. Amended Employee Incentive Plan Executive Stock Option Agreement and Notice of Grant.
|
|
8-K
|
|
10.1
|
|
February 16, 2005
|
|
001-14536
5621655 |
|
|
10.5.2
|
|
Form of PartnerRe Ltd. Amended Employee Incentive Plan Executive Restricted Stock Unit Award Agreement and Notice of Restricted Stock Units.
|
|
8-K
|
|
10.2
|
|
February 16, 2005
|
|
001-14536
5621655 |
|
|
10.6
|
|
PartnerRe Ltd. Amended and Restated Employee Equity Plan, effective May 10, 2005.
|
|
10-Q
|
|
10.1
|
|
October 31, 2014
|
|
001-14536
141185457
|
|
|
10.6.1
|
|
Form of PartnerRe Ltd. Employee Equity Plan Executive Restricted Share Unit Award Agreement and Notice of Restricted Share Units.
|
|
10-K
|
|
10.6.1
|
|
February 26, 2013
|
|
001-14536
13643787 |
|
|
10.6.2
|
|
Form of PartnerRe Ltd. Executive Restricted Share Unit Award Agreement.
|
|
8-K
|
|
10.2
|
|
March 27, 2014
|
|
001-14536
14721580
|
|
|
10.6.3
|
|
Form of PartnerRe Ltd. Employee Equity Plan Executive Share-Settled Share Appreciation Right Agreement and Notice of Share-Settled Share Appreciation Rights.
|
|
10-K
|
|
10.6.2
|
|
February 26, 2013
|
|
001-14536
13643787 |
|
|
10.6.4
|
|
Form of PartnerRe Ltd. Executive Share-Settled Share Appreciation Right Agreement
|
|
8-K
|
|
10.3
|
|
March 27, 2014
|
|
001-14536
14721580
|
|
|
10.6.5
|
|
Form of PartnerRe Ltd. Employee Equity Plan Executive Performance Share Unit Award Agreement and Notice of Performance Share Units.
|
|
10-K
|
|
10.6.3
|
|
February 26, 2013
|
|
001-14536
13643787 |
|
|
10.6.6
|
|
Form of PartnerRe Ltd. Executive Performance Share Unit Award Agreement
|
|
8-K
|
|
10.4
|
|
March 27, 2014
|
|
001-14536
14721580 |
|
|
10.6.7
|
|
Form of Executive Stock Option Agreement.
|
|
8-K
|
|
10.5
|
|
May 16, 2005
|
|
001-14536
5835956 |
|
|
10.7
|
|
PartnerRe Ltd. 2009 Employee Share Purchase Plan effective May 22, 2009.
|
|
10-Q
|
|
10.1
|
|
August 10, 2009
|
|
001-14536
9998853 |
|
|
10.8
|
|
PartnerRe Ltd. Swiss Share Purchase Plan.
|
|
10-Q
|
|
10.4
|
|
August 4, 2011
|
|
001-14536
111010074 |
|
|
|
|
|
|
Incorporated by Reference
|
|
|
||||||
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
|
Original
Number
|
|
Date Filed
|
|
SEC File
Reference
Number
|
|
Filed
Herewith
|
10.9
|
|
PartnerRe Ltd. Amended and Restated Non-Employee Directors Share Plan, effective May 16, 2012.
|
|
10-Q
|
|
10.2
|
|
May 2, 2014
|
|
001-14536
14808645
|
|
|
10.9.1
|
|
Form of PartnerRe Ltd. Non-Employee Director Share Option Agreement.
|
|
10-Q
|
|
10.2
|
|
May 4, 2011
|
|
001-14536
11810844 |
|
|
10.9.2
|
|
Form of PartnerRe Ltd. Non-Employee Director Restricted Share Unit Award Agreement.
|
|
10-Q
|
|
10.3
|
|
May 4, 2011
|
|
001-14536
11810844 |
|
|
10.9.3
|
|
Form of PartnerRe Ltd. Non-Employee Directors Stock Plan Restricted Share Unit Award and Notice of Restricted Share Units.
|
|
8-K
|
|
10.2
|
|
September 20, 2004
|
|
001-14536
41037442 |
|
|
10.13
|
|
PartnerRe Ltd. Change in Control Policy.
|
|
10-K
|
|
10.13
|
|
February 26, 2015
|
|
001-14536
15652183 |
|
|
10.14
|
|
Amended Executive Total Compensation Program.
|
|
10-Q
|
|
10.3
|
|
May 2, 2014
|
|
001-14536
14808645 |
|
|
10.15
|
|
Board of Directors Compensation Program for Non-Executive Directors.
|
|
10-K
|
|
10.15
|
|
February 26, 2015
|
|
001-14536
15652183
|
|
|
10.16
|
|
Separation Agreement between PartnerRe Ltd. and Constantinos Miranthis, effective as of January 25, 2015.
|
|
10-Q
|
|
10.2
|
|
May 4, 2015
|
|
001-14536
15826400
|
|
|
10.17
|
|
Amended and Restated Employment Agreement between PartnerRe Holdings Europe Limited, Zurich Branch and Emmanuel Clarke, effective as of December 16, 2015.
|
|
|
|
|
|
|
|
|
|
X
|
10.18
|
|
Amended and Restated Employment Agreement between PartnerRe Ltd. and William Babcock, effective as of December 16, 2015.
|
|
|
|
|
|
|
|
|
|
X
|
10.20
|
|
Amended and Restated Employment Agreement between PartnerRe Ltd. and Laurie Desmet, effective as of October 23, 2014.
|
|
10-Q
|
|
10.7
|
|
October 31, 2014
|
|
001-14536
141185457 |
|
|
10.21
|
|
Amended and Restated Employment Agreement between Partner Reinsurance Company of the U.S and Theodore C. Walker, effective as of October 23, 2014.
|
|
10-Q
|
|
10.8
|
|
October 31, 2014
|
|
001-14536
141185457 |
|
|
10.22
|
|
Amended and Restated Consulting Agreement between PartnerRe Ltd. and Marvin Pestcoe, effective as of April 16, 2014.
|
|
10-Q
|
|
10.3
|
|
October 31, 2014
|
|
001-14536
141185457 |
|
|
10.23
|
|
Amended and Restated Employment Agreement between PartnerRe Ltd. and David Zwiener, effective as of October 21, 2015.
|
|
10-Q
|
|
10.1
|
|
October 30, 2015
|
|
001-14536
151186681
|
|
|
10.231
|
|
PartnerRe Ltd. CEO Restricted Share Unit Award Agreement, effective as of January 26, 2015, between PartnerRe Ltd. and David Zwiener, and Notice of Restricted Share Units.
|
|
10-Q
|
|
10.3
|
|
May 4, 2015
|
|
001-14536
15826400 |
|
|
10.24
|
|
Form of Indemnification Agreement between PartnerRe Ltd. and its directors.
|
|
10-Q
|
|
10.16
|
|
November 4, 2009
|
|
001-14536
91158470 |
|
|
10.25
|
|
PartnerRe Ltd. Non-Employee Director Restricted Share Unit Award Agreement, effective as of January 26, 2015, between PartnerRe Ltd. and Roberto Mendoza, and Notice of Restricted Share Units.
|
|
10-Q
|
|
10.4
|
|
May 4, 2015
|
|
001-14536
15826400
|
|
|
10.26
|
|
PartnerRe Ltd. Non-Employee Director Restricted Share Unit Award Agreement, effective as of January 26, 2015, between PartnerRe Ltd. and Jean-Paul Montupet, and Notice of Restricted Share Units.
|
|
10-Q
|
|
10.5
|
|
May 4, 2015
|
|
001-14536
15826400
|
|
|
|
|
|
|
Incorporated by Reference
|
|
|
||||||
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
|
Original
Number
|
|
Date Filed
|
|
SEC File
Reference
Number
|
|
Filed
Herewith
|
10.32
|
|
Amended and Restated Run Off Services and Management Agreement dated as of December 21, 2006 between AXA Liabilities Managers, AXA RE and PARIS RE.
|
|
10-K
|
|
10.27.1
|
|
March 1, 2010
|
|
001-14536
10646399 |
|
|
10.33
|
|
Reserve Agreement dated as of December 21, 2006 between AXA, AXA RE and PARIS RE.
|
|
10-K
|
|
10.27.2
|
|
March 1, 2010
|
|
001-14536
10646399 |
|
|
10.34
|
|
Claims Management and Services Agreement dated as of December 21, 2006 between AXA RE and PARIS RE.
|
|
10-K
|
|
10.27.3
|
|
March 1, 2010
|
|
001-14536
10646399 |
|
|
10.35
|
|
Canadian Quota Share Retrocession Agreement dated December 21, 2006 and effective January 1, 2006 between AXA RE and PARIS RE.
|
|
10-K
|
|
10.27.4
|
|
March 1, 2010
|
|
001-14536
10646399 |
|
|
10.36
|
|
Quota Share Retrocession Agreement dated December 21, 2006 and effective January 1, 2006 between AXA RE and PARIS RE.
|
|
10-K
|
|
10.27.5
|
|
March 1, 2010
|
|
001-14536
10646399 |
|
|
10.36.1
|
|
Endorsement to Quota Share Retrocession Agreement dated February 1, 2011 and effective January 1, 2006 between Colisée Re and Partner Reinsurance Europe Limited.
|
|
8-K
|
|
10.1
|
|
February 7, 2011
|
|
001-14536
11579242 |
|
|
10.37
|
|
Termination Agreement, dated August 2, 2015, by and among PartnerRe Ltd. and Axis Capital Holdings Limited.
|
|
8-K
|
|
10.2
|
|
August 3, 2015
|
|
001-14536
151021122 |
|
|
10.38
|
|
Capital Management Maintenance Agreement, effective January 1, 2015, between PartnerRe Ltd. and Partner Reinsurance Asia Pte. Ltd.
|
|
|
|
|
|
|
|
|
|
X
|
14.1
|
|
Code of Business Conduct and Ethics.
|
|
10-K
|
|
14.1
|
|
February 24, 2012
|
|
001-14536
12636834 |
|
|
21.1
|
|
Subsidiaries of the Company.
|
|
|
|
|
|
|
|
|
|
X
|
23.1
|
|
Consent of Deloitte Ltd.
|
|
|
|
|
|
|
|
|
|
X
|
31.1
|
|
Certification of David Zwiener, Chief Executive Officer, as required by Rule 13a-14(a) of the Securities Exchange Act of 1934.
|
|
|
|
|
|
|
|
|
|
X
|
31.2
|
|
Certification of William Babcock, Chief Financial Officer, as required by Rule 13a-14(a) of the Securities Exchange Act of 1934.
|
|
|
|
|
|
|
|
|
|
X
|
32
|
|
Certifications of David Zwiener, Chief Executive Officer, and William Babcock, Chief Financial Officer, as required by Rule 13a-14(b) of the Securities Exchange Act of 1934.
|
|
|
|
|
|
|
|
|
|
X
|
101.1
|
|
The following financial information from PartnerRe Ltd.’s Annual Report on Form 10–K for the year ended December 31, 2015 formatted in XBRL: (i) Consolidated Balance Sheets at December 31, 2015 and 2014; (ii) Consolidated Statements of Operations and Comprehensive Income for the years ended December 31, 2015, 2014 and 2013; (iii) Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2015, 2014 and 2013; (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2015, 2014 and 2013; (v) Notes to Consolidated Financial Statements and (vi) Financial Statements Schedules.
|
|
|
|
|
|
|
|
|
|
|
BYE-LAW
|
SUBJECT
|
PAGE
|
|
1
|
Interpretation
|
1
|
|
2
|
Registered Office
|
3
|
|
3
|
Share Rights
|
3
|
|
4
|
Modification of Rights
|
4
|
|
5
|
Shares
|
4
|
|
6
|
Certain Limitations on Ownership and Voting of Shares
|
5
|
|
7
|
Certificates / Uncertificated Shares
|
8
|
|
8
|
Lien
|
9
|
|
9
|
Calls on Shares
|
11
|
|
10
|
Forfeiture of Shares
|
12
|
|
11
|
Register of Shareholders
|
13
|
|
12
|
Register of Directors and Officers
|
13
|
|
13
|
Transfer of Shares
|
14
|
|
14
|
Transmission of Shares
|
15
|
|
15
|
Increase of Capital
|
16
|
|
16
|
Alteration of Capital
|
16
|
|
17
|
Reduction of Capital
|
17
|
|
18
|
General Meetings and Resolutions in Writing
|
17
|
|
19
|
Notice of General Meetings
|
18
|
|
20
|
Notice of Nominations and Shareholder Business
|
19
|
|
21
|
Proceedings at General Meetings
|
22
|
|
22
|
Voting
|
23
|
|
23
|
Proxies and Corporate Representatives
|
25
|
|
24
|
Appointment and Removal of Directors
|
27
|
|
25
|
Resignation and Disqualification of Directors
|
28
|
|
26
|
Alternate Directors
|
29
|
|
27
|
Directors’ Fees and Additional Remuneration and Expenses
|
30
|
|
28
|
Directors’ Interests
|
30
|
|
29
|
Powers and Duties of the Board
|
31
|
|
30
|
Delegation of the Board’s Powers
|
32
|
|
31
|
Proceedings of the Board
|
33
|
|
32
|
Officers
|
35
|
|
33
|
Minutes
|
35
|
|
34
|
Secretary and Resident Representative
|
35
|
|
35
|
The Seal
|
36
|
|
36
|
Dividends and Other Payments
|
36
|
|
37
|
Reserves
|
38
|
|
38
|
Capitalisation of Profits
|
38
|
|
39
|
Record Dates
|
39
|
|
40
|
Accounting Records
|
40
|
|
41
|
Audit
|
40
|
|
42
|
Service of Notices and Other Documents
|
41
|
|
43
|
Winding Up
|
42
|
|
44
|
Indemnity
|
43
|
|
45
|
Amalgamation and Mergers
|
44
|
|
46
|
Alteration of Bye-Laws
|
44
|
|
47
|
Certain Reporting Requirements
|
45
|
|
1
|
Interpretation
|
1.1
|
In these Bye-Laws, unless the context otherwise requires:
|
1.2
|
Words importing only the singular number include the plural number and vice versa.
|
1.3
|
Words importing only the masculine gender include the feminine and neuter genders respectively.
|
1.4
|
Words importing persons include companies or associations or bodies of persons, whether corporate or un-incorporate.
|
1.5
|
A reference to writing shall include typewriting, printing, lithography, photography, facsimile and electronic record.
|
1.6
|
Any words or expressions defined in the Companies Acts in force at the date when these Bye-Laws or any part thereof are adopted shall bear the same meaning in these Bye-Laws or such part (as the case may be).
|
2
|
Registered Office
|
3
|
Share Rights
|
3.1
|
Subject to any special rights conferred on the holders of any Share or class of Shares, any Share in the Company may be issued with or have attached thereto such preferred, deferred, qualified or other special rights or such restrictions, whether in regard to dividend, voting, return of capital or otherwise, as the Board may determine.
|
3.2
|
Subject to the Companies Acts, any preference Shares may, with the approval of the Board, be issued on terms:
|
3.2.1
|
that they are to be redeemed on the happening of a specified event or on a given date; and/or,
|
3.2.2
|
that they are liable to be redeemed at the option of the Company; and/or,
|
3.2.3
|
if authorised by the memorandum of association of the Company, that they are liable to be redeemed at the option of the holder.
|
3.3
|
The Board may, at its discretion and without the sanction of a Resolution, authorise the acquisition by the Company of its own Shares, of any class, at any price (whether at par or above or below par), and any Shares to be so purchased may be selected in any manner whatsoever, to be held as treasury Shares or otherwise, upon such terms as the Board may in its discretion determine, PROVIDED ALWAYS that such acquisition is effected in accordance with the provisions of the Companies Acts. The whole or any part of the amount payable on any such acquisition may be paid or satisfied otherwise than in cash, to the extent permitted by the Companies Acts. The Company shall be entered in the Register as a Shareholder in respect of the Shares
|
4
|
Modification of Rights
|
4.1
|
Notwithstanding Bye-Law 18.2 and subject to the Companies Acts, all or any of the special rights for the time being attached to any class of Shares for the time being issued may from time to time (whether or not the Company is being wound up) be altered or abrogated with the consent in writing of the holders of not less than seventy five percent (75%) of the issued Shares of that class or with the sanction of a resolution passed at a separate general meeting of the holders of such Shares voting in person or by proxy. To any such separate general meeting, all the provisions of these Bye-Laws as to general meetings of the Company shall mutatis mutandis apply, but so that the necessary quorum shall be two (2) or more persons holding or representing by proxy any of the Shares of the relevant class, that every holder of Shares of the relevant class shall be entitled on a poll to one vote for every such Share held by him and that any holder of Shares of the relevant class present in person or by proxy may demand a poll; PROVIDED HOWEVER, that if the Company or a class of Shareholders shall have only one Shareholder, one Shareholder present in person or by proxy shall constitute the necessary quorum.
|
4.2
|
For the purposes of this Bye-Law 4, unless otherwise expressly provided by the rights attached to any Shares or class of Shares, those rights attaching to any class of Shares for the time being shall not be deemed to be altered by:
|
4.2.1
|
the creation or issue of further Shares ranking
pari passu
with them;
|
4.2.2
|
the creation or issue of further Shares ranking as regards participation in the profits or assets of the Company or otherwise in priority to them; or
|
4.2.3
|
the purchase, acquisition or redemption by the Company of any of its own Shares.
|
5
|
Shares
|
5.1
|
Subject to the provisions of these Bye-Laws, the unissued Shares (whether forming part of the original capital or any increased capital) shall be at the disposal of the Board, which may offer, allot, grant options over or otherwise dispose of them to such persons, at such times and for such consideration and upon such terms and conditions as the Board may determine.
|
5.2
|
Subject to the provisions of these Bye-Laws, any Shares of the Company held by the Company as treasury Shares shall be at the disposal of the Board, which may hold all
|
5.3
|
The Board may in connection with the issue of any Shares exercise all powers of paying commission and brokerage conferred or permitted by law. Subject to the provisions of the Companies Acts, any such commission or brokerage may be satisfied by the payment of cash or by the allotment of fully or partly paid Shares or partly in one way and partly in the other.
|
5.4
|
Shares may be issued in fractional denominations and in such event the Company shall deal with such fractions to the same extent as its whole Shares, so that a Share in a fractional denomination shall have, in proportion to the fraction of a whole Share that it represents, all the rights of a whole Share, including (but without limiting the generality of the foregoing) the right to vote, to receive dividends and distributions and to participate in a winding-up.
|
5.5
|
Except as ordered by a court of competent jurisdiction or as required by law, 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 thereof) any equitable, contingent, future or partial interest in any Share or in any fractional part of a Share or (except only as otherwise provided in these Bye-Laws or by law) any other right in respect of any Share except an absolute right to the entirety thereof in the registered holder.
|
6
|
Certain Limitations on Ownership and Voting of Shares
|
6.1
|
Notwithstanding any provision to the contrary in these Bye-Laws but subject to the provisions of this Bye-Law 6.1, no person shall be permitted to (i) Own or Control Shares in excess of 9.9% of the outstanding Shares (determined by value) or (ii) be a Ten Percent Shareholder (determined without regard to Bye-Laws 6.3, 6.4 and 6.5). Accordingly, no person shall be registered as the holder of Shares, no Shares may be issued, purchased or transferred (including by reason of the death of a Shareholder), and no alteration of capital may occur if as a result of such registration, issuance, purchase, transfer or alteration, as applicable, a person would (i) Own or Control Shares in excess of 9.9% of the outstanding Shares (determined by value) or (ii) be a Ten Percent Shareholder (determined without regard to Bye-Laws 6.3, 6.4 and 6.5).
Notwithstanding the foregoing, the Board may waive the restrictions set forth in this Bye-Law, in its discretion and on a case by case basis.
|
6.2
|
Notwithstanding any provision to the contrary in these Bye-Laws, if the Board reasonably determines that ownership by any Shareholder of the Company’s Shares may result in (i) a person being a Ten Percent Shareholder (determined without regard to Bye-Laws 6.3, 6.4 and 6.5) or (ii) any non-de minimis adverse tax, legal or regulatory consequences to the Company, any subsidiary of the Company, or any Shareholder or affiliate of a Shareholder, the Company will have the option but not the obligation to purchase the minimum number of Shares held by such Shareholder that is necessary so that after such purchase such person is not a Ten Percent
|
6.3
|
If, but for the application of this Bye-Law 6.3, any person would be a Ten Percent Shareholder, notwithstanding any provision to the contrary in these Bye-Laws, the votes conferred by the Controlled Shares of such person are hereby reduced (and shall be automatically reduced in the future) by whatever amount is necessary so that after any such reduction such person shall not be a Ten Percent Shareholder.
|
6.4
|
In determining the reduction in votes conferred by Controlled Shares pursuant to Bye-Law 6.3, the reduction in the vote conferred by the Controlled Shares of any person shall be effected proportionately among all the Controlled Shares of such person; PROVIDED, HOWEVER, that if a Shareholder owns, or is treated as owning by the application of section 958 of the Code, interests in another Shareholder, any reduction in votes conferred by Controlled Shares of such Shareholder (determined solely on the basis of Shares held directly by such Shareholder and Shares attributed from such other Shareholder) shall first be effected by reducing the votes conferred on the Shares held directly by the Shareholder that owns directly or through another entity an interest in such other Shareholder.
|
6.5
|
Notwithstanding any provision to the contrary in these Bye-Laws, in addition to any other provision of Bye-Law 6.3, Shares shall not carry rights to vote, or shall have reduced voting rights, to the extent that the Board reasonably determines that it is necessary that such Shares should not carry the right to vote or should have reduced voting rights in order to avoid non-de minimis adverse tax, legal or regulatory consequences to the Company, any subsidiary of the Company or any Shareholder or affiliate of a Shareholder; PROVIDED, that the Board will use reasonable efforts to exercise such discretion equally among similarly situated Shareholders (to the extent possible under the circumstances).
|
6.6
|
The votes that are reduced pursuant to Bye-Laws 6.3, 6.4 or 6.5 shall be conferred proportionately among the Shares held by the other Shareholders; PROVIDED, however, that no Shares shall be conferred votes to the extent that so doing would cause any person to be a Ten Percent Shareholder (without regard to any other adjustments to voting power pursuant to this Bye-Law 6).
|
6.7
|
Prior to any vote being cast on a resolution proposed at a meeting, the Board shall make a determination regarding any adjustments to be made pursuant to this Bye-
|
6.8
|
Notwithstanding any provision to the contrary in these Bye-Laws, the Company shall have the authority to request from any Shareholder, and such Shareholder shall provide to the Company, such information as the Company may reasonably request for the purpose of implementing this Bye-Law 6. If a Shareholder fails to timely respond to a request for information from the Company pursuant to this Bye-Law, or submits incomplete or inaccurate information in response to such a request, the Board may in its reasonable discretion determine that such Shareholder’s Shares shall carry no or reduced, as the case may be, voting rights until otherwise determined by the Board in its reasonable discretion.
|
6.9
|
Any information provided by a Shareholder to the Company pursuant to Bye-Law 6.8 shall be deemed “confidential information” (the “
Confidential Information
”) and shall be used by the Company solely for the purposes contemplated by this Bye-Law 6 (except as may be required otherwise by applicable law or regulation). The Company shall hold such Confidential Information in strict confidence and shall not disclose any Confidential Information that it receives, except (i) to the Internal Revenue Service (the “
Service
”) if and to the extent the Confidential Information is required by the Service, (ii) to any outside legal counsel or accounting firm engaged by the Company to make determinations pursuant to this Bye-Law 6 (iii) to officers and employees of the Company or (iv) as otherwise required by law or regulation.
|
6.10
|
The Company shall take all measures practicable to ensure the continued confidentiality of the Confidential Information and shall grant the persons referred to in Bye-Law 6.9 (ii) and (iii) above access to the Confidential Information only to the extent necessary to allow them to assist the Company in implementing this Bye-Law 6. Prior to granting access to the Confidential Information to such persons, the Company shall inform them of its confidential nature and of the provisions of this Bye-Law and shall require them to abide by all the provisions hereof. For the avoidance of doubt, the Company shall be permitted to disclose to the Shareholders and others the relative voting percentages of the Shareholders after application of this Bye-Law 6. At the written request of a Shareholder, the Confidential Information of such Shareholder shall be destroyed or returned to such Shareholder after the later to occur of (i) such Shareholder no longer being a Shareholder or (ii) the expiration of the applicable statute of limitations with respect to any consideration to which such Confidential Information is relevant under this Bye-Law 6.
|
6.11
|
The Company shall (i) notify a Shareholder immediately of the existence, terms and circumstances surrounding any request made to the Company to disclose any Confidential Information provided by or with respect to such Shareholder and, prior to such disclosure, shall permit such Shareholder a reasonable period of time to seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Bye-Law 6, and (ii) if, in the absence of a protective order, such disclosure is required in the opinion of counsel to the Company, the Company shall make such disclosure without liability hereunder, PROVIDED that the Company shall
|
6.12
|
Without limiting any protection otherwise provided in these Bye-Laws, neither the Company nor the Board will be liable to the Company, its Shareholders or any other person whatsoever with respect to any determinations made by it in implementing this Bye-Law 6 so long as it has acted in good faith.
|
7
|
Certificates / Uncertificated Shares
|
7.1
|
The Shares of the Company shall be represented by certificates, PROVIDED that the Board may provide by resolution or resolutions that some or all of any or all classes or series of its Shares shall be uncertificated Shares. Any such resolution shall not apply to Shares represented by a certificate until such certificate is surrendered to the Company. Except as otherwise provided by the law, the rights and obligations of the holders of uncertificated Shares and the rights and obligations of the holders of Shares represented by certificates of the same class and series shall be identical. In the case of a Share held jointly by several persons, delivery of a certificate to one of several joint holders shall be sufficient delivery to all.
|
7.2
|
If a Share certificate is defaced, lost or destroyed, it may be replaced without fee but only on such terms (if any) as to evidence and indemnity and to payment of the 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 defacement, on delivery of the old certificate to the Company.
|
7.3
|
All certificates for Share or loan capital or other securities of the Company (other than letters of allotment, scrip certificates and other like documents) shall, except to the extent that the terms and conditions relating thereto otherwise provide, be in such form as the Board may determine and issued under the Seal or signed by a Director, the Secretary or any person authorised by the Board for that purpose. The Board may determine, either generally or in any particular case, that any signatures on any such certificates need not be autographic but may be affixed to such certificates by some mechanical means or may be printed thereon or that such certificates need not be signed by any persons, or may determine that a representation of the Seal may be printed on any such certificates. If any person holding an office in the Company who has signed, or whose facsimile signature has been used on any certificate, ceases for any reason to hold his office, such certificate may nevertheless be issued as though that person had not ceased to hold such office.
|
7.4
|
Nothing in these Bye-Laws shall prevent title to any securities of the Company from being evidenced and/or transferred without a written instrument in accordance with regulations made from time to time in this regard under the Companies Acts, and (i) the Board shall have power to implement any arrangements which it may think fit for
|
8
|
Lien
|
8.1
|
The Company shall have a first and paramount lien on every Share (other than a fully Paid-Up Share) for all monies (whether presently payable or not, called or payable, at a date fixed by or in accordance with the terms of issue of such Share in respect of such Share) and the Company shall also have a first and paramount lien on every Share (other than a fully Paid-Up Share) standing registered in the name of a Shareholder, whether singly or jointly with any other person, for all the debts and liabilities of such Shareholder or his estate to the Company, whether the same shall have been incurred before or after notice to the Company of any interest of any person other than such Shareholder, and whether the time for the payment or discharge of the same shall have actually arrived or not, and notwithstanding that the same are joint debts or liabilities of such Shareholder or his estate and any other person, whether a Shareholder or not. The Company's lien on a Share shall extend to all dividends payable thereon. 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 Bye-Law 8.
|
8.2
|
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 payable nor until the expiration of fourteen (14) days after a notice in writing, stating and demanding payment of the sum presently payable and giving notice of the intention to sell in default of such payment, has been served on the holder of the Share.
|
8.3
|
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 presently payable, and any residue shall (subject to a like lien for debts or liabilities not presently payable as existed upon the Share prior to the sale) be paid to the person who was the holder of the Share immediately before such sale. For giving effect to any such sale, the Board may authorise some person to transfer the Share sold to the purchaser thereof. 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.
|
8.4
|
Whenever any law for the time being of any country, state or place imposes or purports to impose any immediate or future or possible liability upon the Company to make any payment or empowers any government or taxing authority or government official to require the Company to make any payment in respect of any Shares registered in any of the Company’s registers as held either jointly or solely by any Shareholder or in respect of any dividends, bonuses or other monies due or payable or accruing due or which may become due or payable to such Shareholder by the Company on or in respect of any Shares registered as aforesaid or for or on account or in respect of any Shareholder and whether in consequence of:
|
8.4.1
|
the death of such Shareholder;
|
8.4.2
|
the non-payment of any income tax or other tax by such Shareholder;
|
8.4.3
|
the non-payment of any estate, probate, succession, death, stamp, or other duty by the executor or administrator of such Shareholder or by or out of his estate; or
|
8.4.4
|
any other act or thing;
|
8.5
|
Subject to the rights conferred upon the holders of any class of Shares, nothing herein contained shall prejudice or affect any right or remedy which any law may confer or purport to confer on the Company and as between the Company and every such Shareholder as aforesaid, his estate representative, executor, administrator and estate wheresoever constituted or situate, any right or remedy which such law shall confer or purport to confer on the Company shall be enforceable by the Company.
|
9
|
Calls on Shares
|
9.1
|
The Board may from time to time make calls upon the Shareholders (for the avoidance of doubt excluding the Company in respect of any nil or partly paid Shares held by the Company as treasury Shares) in respect of any monies unpaid on their Shares (whether on account of the par value of the Shares or by way of premium) and not by the terms of issue thereof made payable at a date fixed by or in accordance with such terms of issue, and each Shareholder shall (subject to the Company serving upon him at least fourteen (14) days notice specifying the time or times and place of payment) pay to the Company at the time or times and place so specified the amount called on his Shares. A call may be revoked or postponed as the Board may determine.
|
9.2
|
A call may be made payable by instalments and shall be deemed to have been made at the time when the resolution of the Board authorising the call was passed.
|
9.3
|
The joint holders of a Share shall be jointly and severally liable to pay all calls in respect thereof.
|
9.4
|
If a sum called in respect of the Share shall not be paid before or on the day appointed for payment thereof, the person from whom the sum is due shall pay interest on the sum from the day appointed for the payment thereof to the time of actual payment at such rate as the Board may determine, but the Board shall be at liberty to waive payment of such interest wholly or in part.
|
9.5
|
Any sum which, by the terms of issue of a Share, becomes payable on allotment or at any date fixed by or in accordance with such terms of issue, whether on account of the nominal amount of the Share or by way of premium, shall for all the purposes of these Bye-Laws be deemed to be a call duly made, notified and payable on the date on which, by the terms of issue, the same becomes payable and, in case of non-payment, all the relevant provisions of these Bye-Laws as to payment of interest, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified.
|
9.6
|
The Board may on the issue of Shares differentiate between the allottees or holders as to the amount of calls to be paid and the times of payment.
|
10
|
Forfeiture of Shares
|
10.1
|
If a Shareholder fails to pay any call or instalment of a call on the day appointed for payment thereof, the Board may at any time thereafter during such time as any part of such call or instalment remains unpaid serve a notice on him requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued.
|
10.2
|
The notice shall name a further day (not being less than fourteen (14) days from the date of the notice) on or before which, and the place where, the payment required by the notice is to be made and shall state that, in the event of non-payment on or before the day and at the place appointed, the Shares in respect of which such call is made or instalment is payable will be liable to be forfeited. The Board may accept the surrender of any Share liable to be forfeited hereunder and, in such case, references in these Bye-Laws to forfeiture shall include surrender.
|
10.3
|
If the requirements of any such notice as aforesaid are not complied with, any Share in respect of which such notice has been given may at any time thereafter, before payment of all calls or instalments and interest due in respect thereof has been made, be forfeited by a resolution of the Board to that effect. Such forfeiture shall include all dividends declared in respect of the forfeited Shares and not actually paid before the forfeiture.
|
10.4
|
When any Share has been forfeited, notice of the forfeiture shall be served upon the person who was before forfeiture the holder of the Share but no forfeiture shall be in any manner invalidated by any omission or neglect to give such notice as aforesaid.
|
10.5
|
A forfeited Share shall be deemed to be the property of the Company and may be sold, re-offered or otherwise disposed of either to the person who was, before forfeiture, the holder thereof or entitled thereto or to any other person upon such terms and in such manner as the Board shall think fit, and at any time before a sale, re-allotment or disposition the forfeiture may be cancelled on such terms as the Board shall think fit.
|
10.6
|
A person whose Shares have been forfeited shall thereupon cease to be a Shareholder in respect of the forfeited Shares but shall, notwithstanding the forfeiture, remain liable to pay to the Company all monies which at the date of forfeiture were presently payable by him to the Company in respect of the Shares with interest thereon at such rate as the Board may determine from the date of forfeiture until payment, and the Company may enforce payment without being under any obligation to make any allowance for the value of the Shares forfeited.
|
10.7
|
An affidavit in writing that the deponent is a Director or the Secretary and that a Share has been duly forfeited on the date stated in the affidavit shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the Share. The Company may receive the consideration (if any) given for the Share on the sale, re-allotment or disposition thereof and the Board may authorise some person to
|
11
|
Register of Shareholders
|
12
|
Register of Directors and Officers
|
13
|
Transfer of Shares
|
13.1
|
Subject to the Companies Acts, to Bye-Law 6, and to such other restrictions contained in these Bye-Laws as may be applicable, any Shareholder may transfer all or any of his Shares by an instrument of transfer in the usual common form or in any other form which the Board may approve in accordance with Bye-Law 7.4. No such instrument shall be required on the redemption of a Share or on the purchase by the Company of a Share.
|
13.2
|
The instrument of transfer (if any) of a Share shall be signed by or on behalf of the transferor and where any Share is not fully-paid, the transferee. 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 thereof. Any instrument of transfer when registered may be retained by the Company. The Board may, in its absolute discretion and without assigning any reason therefor, decline to register any transfer of any Share which is not a fully-paid Share. The Board may also decline to register any transfer unless:
|
13.2.1
|
the instrument of transfer (if any) is duly stamped (if required by law) and lodged with the Company, accompanied by the certificate 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,
|
13.2.2
|
the instrument of transfer (if any) is in favour of less than five (5) persons jointly; and
|
13.2.3
|
it is satisfied that all applicable consents, authorisations, permissions or approvals of any governmental body or agency in Bermuda or any other applicable jurisdiction required to be obtained under relevant law prior to such transfer have been obtained.
|
13.3
|
Subject to any directions of the Board from time to time in force, the Secretary may exercise the powers and discretions of the Board under this Bye-Law 13.
|
13.4
|
If the Board declines to register a transfer it shall, within three (3) months after the date on which the instrument of transfer (if any) was lodged, send to the transferee notice of such refusal.
|
13.5
|
A fee to be determined by the Board shall be charged by the Company for registering any transfer, probate, letters of administration, certificate of death or marriage, power of attorney, stop notice, order of court or other instrument relating to or affecting the title to any Share, or otherwise making an entry in the Register relating to any Share (the Company may also 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).
|
14
|
Transmission of Shares
|
14.1
|
In the case of the death of a Shareholder, the survivor or survivors, where the deceased was holding the Shares as “joint holders”, and the estate representative, where he was sole holder, shall be the only person recognised by the Company as having any title to his Shares; but nothing herein contained shall release the estate of a deceased holder (whether the sole or joint) from any liability in respect of any Share held by him solely or jointly with other persons. For the purpose of this Bye-Law 14, estate representative
|
14.2
|
Subject to Bye-Law 6, any person becoming entitled to a Share in consequence of the death of a Shareholder or otherwise by operation of applicable law may, subject as hereafter provided and upon such evidence being produced as may from time to time be required by the Board as to his entitlement, either be registered himself as the holder of the Share or elect to have some person nominated by him registered as the transferee thereof. If the person so becoming entitled elects to be registered himself, he shall deliver or send to the Company a notice in writing signed by him stating that he so elects. If he shall elect to have his nominee registered, he shall signify his election by signing an instrument of transfer of such Share in favour of his nominee. All the limitations, restrictions and provisions of these Bye-Laws relating to the right to transfer and the registration of transfer of Shares shall be applicable to any such notice or instrument of transfer (if any) as aforesaid as if the death of the Shareholder or other event giving rise to the transmission had not occurred and the notice or instrument of transfer was an instrument of transfer signed by such Shareholder.
|
14.3
|
A person becoming entitled to a Share in consequence of the death of a Shareholder or otherwise by operation of applicable law shall (upon such evidence being produced as may from time to time be required by the Board as to his entitlement) be entitled to receive and may give a discharge for any dividends or other monies payable in respect of the Share, but he shall not be entitled in respect of the Share to receive notices of or to attend or vote at general meetings of the Company or, save as aforesaid, to exercise in respect of the Share any of the rights or privileges of a Shareholder until he shall have become registered as the holder thereof. The Board may at any time give notice requiring such person to elect either to be registered himself or to transfer the Share and, if the notice is not complied with within sixty (60) days, the Board may thereafter withhold payment of all dividends and other monies payable in respect of the Shares until the requirements of the notice have been complied with.
|
14.4
|
Subject to any directions of the Board from time to time in force, the Secretary may exercise the powers and discretions of the Board under this Bye-Law 14.
|
15
|
Increase of Capital
|
15.1
|
The Company may from time to time increase its capital by such sum to be divided into Shares of such par value as the Company by Resolution shall prescribe.
|
15.2
|
The Company may, by the Resolution increasing the capital, direct that the new Shares or any of them shall be offered in the first instance either at par or at a premium or (subject to the provisions of the Companies Acts) at a discount to all the holders for the time being of Shares of any class or classes in proportion to the number of such Shares held by them respectively or make any other provision as to the issue of the new Shares.
|
15.3
|
The new Shares shall be subject to all the provisions of these Bye-Laws with reference to lien, the payment of calls, forfeiture, transfer, transmission and otherwise.
|
16
|
Alteration of Capital
|
16.1
|
Subject to Bye-Law 6 and the approval of the Board, the Company may from time to time by Resolution:
|
16.1.1
|
divide its Shares into several classes and attach thereto respectively any preferential, deferred, qualified or special rights, privileges or conditions;
|
16.1.2
|
consolidate and divide all or any of its Share capital into Shares of larger par value than its existing Shares;
|
16.1.3
|
sub-divide its Shares or any of them into Shares of smaller par value than is fixed by its memorandum, so that in the sub-division the proportion between the amount paid and the amount, if any, unpaid on each reduced Share shall be the same as it was in the case of the Share from which the reduced Share is derived;
|
16.1.4
|
make provision for the issue and allotment of Shares which do not carry any voting rights;
|
16.1.5
|
cancel Shares which, at the date of the passing of the relevant Resolution, have not been taken or agreed to be taken by any person, and diminish the amount of its Share capital by the amount of the Shares so cancelled;
|
16.1.6
|
change the currency denomination of its Share capital.
|
16.2
|
Where any difficulty arises in regard to any division, consolidation, or sub-division under this Bye-Law 16, 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 amongst the Shareholders who would have been entitled to the fractions, and for this purpose the Board may authorise some person to transfer the Shares representing fractions to the purchaser thereof, 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.
|
16.3
|
Subject to the Companies Acts and to any confirmation or consent required by law or these Bye-Laws, the Company may by Resolution from time to time convert any preference Shares into redeemable preference Shares.
|
17
|
Reduction of Capital
|
17.1
|
Subject to Bye-Law 6, the Companies Acts, its memorandum and any confirmation or consent required by law or these Bye-Laws, the Company may from time to time by Resolution authorise the reduction of its issued Share capital or any Share premium account in any manner.
|
17.2
|
In relation to any such reduction, the Company may by Resolution determine the terms upon which such reduction is to be effected including, in the case of a reduction of part only of a class of Shares, those Shares to be affected.
|
18
|
General Meetings and Resolutions in Writing
|
18.1
|
The Board shall convene and the Company shall hold general meetings as Annual General Meetings in accordance with the requirements of the Companies Acts at such times and places as the Board shall appoint. The Board may, whenever it thinks fit, and shall, when required by the Companies Acts, convene general meetings other than Annual General Meetings which shall be called Special General Meetings, at such time and place as the Board may appoint. Except as required by the Companies Acts, Special General Meetings may not be called by any person other than the Board.
|
18.2
|
Except in the case of the removal of auditors or Directors, anything which may be done by resolution of the Shareholders in general meeting or by resolution of any class of Shareholders in a separate general meeting may be done by resolution in writing. Any such Resolution shall be signed by such number of Shareholders (or the holders of such class of Shares) as provided in the Companies Acts. Such resolution in writing may be signed by the Shareholder or its proxy, or in the case of a Shareholder that is a corporation (whether or not a company within the meaning of the Companies Acts) by its representative on behalf of such Shareholder, in as many counterparts as may be necessary.
|
18.3
|
Notice of any resolution in writing to be made under this Bye-Law shall be given to all the Shareholders who would be entitled to attend a meeting and vote on the resolution. The requirement to give notice of any resolution in writing to be made
|
18.4
|
The accidental omission to give notice, in accordance with this Bye-Law, of a resolution in writing to, or the non-receipt of such notice by, any person entitled to receive such notice shall not invalidate the passing of the resolution in writing.
|
18.5
|
For the purposes of this Bye-Law, the date of the resolution in writing is the date when the resolution in writing is signed by, or on behalf of, the Shareholder who establishes the relevant number of votes required for the passing of the resolution in writing 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 Bye-Law, a reference to such date.
|
19
|
Notice of General Meetings
|
19.1
|
An Annual General Meeting shall be called by not less than thirty (30) days notice in writing and a Special General Meeting shall be called by not less than seven (7) days, and, in either case, not more than ninety (90) days, notice in writing. The notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given, and shall specify the place, day and time of the meeting, and the nature of the business to be considered. Notice of every general meeting shall be given in any manner permitted by these Bye-Laws to all Shareholders other than such as, under the provisions of these Bye-Laws or the terms of issue of the Shares they hold, are not entitled to receive such notice from the Company, and to every Director, and to any Resident Representative who or which has delivered a written notice upon the Registered Office requiring that such notice be sent to him or it.
|
19.2
|
A Shareholder present, either in person or by proxy, at any meeting of the Company or of the holders of any class of Shares present in person or by proxy shall be deemed to have received notice of the meeting and, where requisite, of the purposes for which it was called.
|
19.3
|
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.
|
19.4
|
The Board may cancel or postpone a meeting of the Shareholders after it has been convened and notice of such cancellation or postponement shall be served in accordance with these Bye-Laws upon all Shareholders entitled to notice of the meeting so cancelled or postponed setting out, where the meeting is postponed to a specific date, notice of the new meeting in accordance with this Bye-Law 19.
|
20
|
Notice of Nominations and Shareholder Business
|
20.1
|
Nominations of persons for election to the Board or the proposal of other business to be transacted by the Shareholders may be made at an Annual General Meeting only (i) pursuant to the Company’s notice of meeting, (ii) by or at the direction of the Board or (iii) by any Shareholder who is a Shareholder of record at the time of giving of notice provided for in Bye-Laws 20.1-20.3, who shall be entitled to vote at the meeting and who complies with the notice procedures set forth in Bye-Laws 20.1-20.3.
|
20.2
|
For nominations or other business to be properly brought before an Annual General Meeting or by a Shareholder pursuant to clause (iii) of Bye-Law 20.1, the Shareholder must have given timely notice thereof in writing to the Secretary and any such proposed business (other than the nominations of persons for election to the Board) must constitute a proper matter for Shareholder action. To be timely, a Shareholder’s notice shall be delivered to, or mailed and received by, the Secretary at the Registered Office (or at such other place or places as the Board may otherwise specify for this purpose) not less than sixty (60) days nor more than ninety (90) days prior to the first anniversary of the preceding year’s Annual General Meeting of Shareholders; PROVIDED HOWEVER, that in the event that the date of the Annual General Meeting is advanced more than thirty (30) days prior to such anniversary date or delayed more than seventy (70) days after such anniversary date then to be timely such notice must be received by the Company no earlier than ninety (90) days prior to such Annual General Meeting and no later than the later of sixty (60) days prior to such Annual General Meeting or the tenth (10
th
) day following the day on which public announcement of the date of the meeting was first made by the Company. In no event shall the public announcement of an adjournment or postponement of an Annual General Meeting commence a new time period (or extend any time period) for the giving of a Shareholder’s notice as described above.
|
20.3
|
A Shareholder’s notice to the Secretary shall set forth (a) as to each person whom the Shareholder proposes to nominate for election or re-election as a Director all information relating to such person that is required to be disclosed in solicitations of proxies for election of Directors, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a Director if elected), (b) as to any other business that the Shareholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend these Bye-Laws, the text of the proposed amendment), the reasons for conducting such business at the meeting and any material interest in such business of such Shareholder and the beneficial owner, if any, on whose behalf the proposal is made and (c) as to the Shareholder giving the notice and the beneficial owner, if any, on whose behalf the proposal is made:
|
20.3.1
|
the name and address, as they appear on the Register, of such Shareholder and any such beneficial owner;
|
20.3.2
|
the class or series and number of Shares which are held of record or are beneficially owned by such Shareholder and by any such beneficial owner;
|
20.3.3
|
a description of any agreement, arrangement or understanding between or among such Shareholder and any such beneficial owner, any of their respective affiliates or associates, and any other person or persons (including their names) in connection with the proposal of such nomination or other business;
|
20.3.4
|
a description of any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, warrants, convertible securities, stock appreciation or similar rights, hedging transactions and borrowed or loaned Shares) that has been entered into by or on behalf of, or any other agreement, arrangement or understanding that has been made, the effect or intent of which is to mitigate loss to, manage risk or benefit of Share price changes for, or increase or decrease the voting power of, such Shareholder or any such beneficial owner, or any such nominee, with respect to the Company’s securities;
|
20.3.5
|
a representation that the Shareholder is a holder of record of Shares entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to bring such nomination or other business before the meeting; and
|
20.3.6
|
a representation as to whether such Shareholder or any such beneficial owner intends or is part of a group that intends to (i) deliver a proxy statement and/or form of proxy to holders of at least the percentage of the voting power of the Company’s outstanding Shares required to approve or adopt the proposal or to elect each such nominee and/or (ii) otherwise to solicit proxies from Shareholders in support of such proposal or nomination.
|
20.4
|
Only such business shall be conducted at a Special General Meeting as shall have been brought before the meeting pursuant to the Company’s notice of meeting pursuant to Bye-law 19 or otherwise in accordance with the Companies Acts. Nominations of persons for election to the Board of the Company at a Special General Meeting may be made by Shareholders only (i) in accordance with Bye-Law 18.1 or (ii) if the election of directors is included as business to be brought before a Special General Meeting in the Company’s notice of meeting, then only by any Shareholder of the Company who is a Shareholder of record at the time of giving of notice provided for in this Bye-Law 20, who shall be entitled to vote at the meeting and who complies with the notice procedures set forth in this Bye-Law 20. The proposal by Shareholders of other business to be conducted at a Special General Meeting may be made only in accordance with Bye-Law 18.1. For nominations to be properly brought by a Shareholder before a Special General Meeting pursuant to this Bye-Law 20, the Shareholder must have given timely notice thereof in writing to the Secretary of the
|
20.5
|
At the request of the Board, any person nominated by the Board for election as a Director shall furnish to the Secretary the information that is required to be set forth in a Shareholder’s notice of nomination that pertains to the nominee. No person shall be eligible to be nominated by a Shareholder to serve as a Director unless nominated in accordance with the procedures set forth in this Bye-Law 20. No business shall be conducted at a general meeting except in accordance with the procedures set forth or referenced in Bye-Law 18.1 and this Bye-Law 20. The chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the procedures prescribed by these Bye-Laws or that business was not properly brought before the meeting, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded or such business shall not be transacted, as the case may be. Notwithstanding the foregoing provisions of this Bye-Law 20, unless otherwise required by law, if the Shareholder (or a qualified representative of the Shareholder) does not appear at the annual or special meeting of Shareholders of the Company to present a nomination or other proposed business, such nomination shall be disregarded or such proposed business shall not be transacted, as the case may be, notwithstanding that proxies in respect of such vote may have been received by the Company.
|
20.6
|
Without limiting the foregoing provisions of this Bye-Law 20, a Shareholder shall also comply with all applicable requirements of the Exchange Act with respect to the matters set forth in this Bye-Law 20; PROVIDED, HOWEVER, that any references in these Bye-Laws to the Exchange Act or the rules and regulations promulgated thereunder are not intended to and shall not limit any requirements applicable to nominations or proposals as to any other business to be considered pursuant to this Bye-Law 20, and compliance with this Bye-Law 20 shall be the exclusive means for a Shareholder to make nominations or submit other business (other than as provided in the last sentence of this Bye-Law 20.6). Notwithstanding anything to the contrary, the notice requirements set forth herein with respect to the proposal of any business pursuant to this Bye-Law 20 other than a nomination shall be deemed satisfied by a Shareholder if such Shareholder has submitted a proposal to the Company in compliance with Rule 14a-8 promulgated under the Exchange Act and such Shareholder’s proposal is required to be included in a proxy statement that has been prepared by the Company to solicit proxies for the meeting of Shareholders.
|
21
|
Proceedings at General Meetings
|
21.1
|
In accordance with the Companies Acts, a general meeting may be held with only one (1) individual present provided that the requirement for a quorum is satisfied. No business shall be transacted at any general meeting unless a quorum is present when the meeting proceeds to business,
but the absence of a quorum shall not preclude the appointment, choice or election of a chairman, which shall not be treated as part of the business of the meeting. Save as otherwise provided by these Bye-Laws, Shareholders entitled to vote at any general meeting and present in person or by proxy representing not less than 25% of the Shares, shall be a quorum for all purposes.
|
21.2
|
If within five (5) minutes (or such longer time as the chairman of the meeting may determine to wait) after the time appointed for the meeting, a quorum is not present, the meeting, if convened on the requisition of Shareholders, shall be dissolved. In any other case, it shall stand adjourned to such other day and such other time and place as the chairman of the meeting may determine and at such adjourned meeting one (1) Shareholder present in person or by proxy and entitled to vote shall be a quorum. The Company shall give not less than seven (7) days notice of any meeting adjourned through want of a quorum and such notice shall state that the one (1) Shareholder present in person or by proxy (whatever the number of Shares held by them) and entitled to vote shall be a quorum.
|
21.3
|
A meeting of the Shareholders or any class thereof may be held by means of such telephone, electronic or other communication facilities (including, without limiting the generality of the foregoing, by telephone, video conference and webcast) 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. If it appears to the chairman of a general meeting that the Specified Place is inadequate to accommodate all persons entitled and wishing to attend, the meeting is duly constituted and its proceedings are valid if the chairman is satisfied that adequate facilities are available, whether at the Specified Place or elsewhere, to ensure that each such person who is unable to be accommodated at the Specified Place is able to communicate simultaneously and instantaneously with the persons present at the Specified Place, whether by the use of microphones, loud-speakers, audio-visual or other communications equipment or facilities.
|
21.4
|
Each Director, and upon giving the notice referred to in Bye-Law 19.1 above, the Resident Representative, if any, shall be entitled to attend and speak at any general meeting of the Company.
|
21.5
|
The Board may choose one of their number to preside as chairman at every general meeting. If there is no such chairman, or if at any meeting the chairman is not present within five (5) minutes after the time appointed for holding the meeting, or is not willing to act as chairman, the Directors present shall choose one of their number to act or if only one Director is present he shall preside as chairman if willing to act. If no Director is present, or if each of the Directors present declines to take the chair, the persons present and entitled to vote on a poll shall elect one of their number to be chairman.
|
21.6
|
The chairman of the meeting may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place but no business shall be transacted at any adjourned meeting except business which might lawfully have been transacted at the meeting from which the adjournment took place. When a meeting is adjourned for three (3) months or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as expressly provided by these Bye-Laws, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.
|
22
|
Voting
|
22.1
|
Save where a greater majority is required by the Companies Acts or these Bye-Laws, and subject to Bye-Law 6, any question proposed for consideration at any general meeting shall be decided on by a simple majority of votes cast.
|
22.2
|
Subject to any rights or restrictions for the time being lawfully attached to any class of Shares and subject to the provisions of these Bye-Laws including any adjustments made to the voting power of the Shares of any Shareholder pursuant to Bye-Law 6, at any general meeting, a resolution put to the vote of the meeting shall be decided on a show of hands or by a count of votes received in the form of electronic records, unless (before or on the declaration of the result of the show of hands or count of votes received as electronic records or on the withdrawal of any other demand for a poll) a poll is demanded by:
|
22.2.1
|
the chairman of the meeting; or
|
22.2.2
|
at least three (3) Shareholders present in person or represented by proxy; or
|
22.2.3
|
any Shareholder or Shareholders present in person or represented by proxy and holding between them not less than one tenth (1/10) of the total voting rights of all the Shareholders having the right to vote at such meeting; or
|
22.2.4
|
a Shareholder or Shareholders present in person or represented by proxy holding Shares conferring the right to vote at such meeting, being Shares on which an aggregate sum has been Paid-Up equal to not less than one tenth (1/10) of the total sum Paid-Up on all such Shares conferring such right.
|
22.3
|
If a poll is duly demanded, the result of the poll shall be deemed to be the resolution of the meeting at which the poll is demanded.
|
22.4
|
A poll demanded on the election of a chairman, or on a question of adjournment, shall be taken forthwith. A poll demanded on any other question shall be taken in such manner and either forthwith or at such time (being not later than three (3) months after the date of the demand) and place as the chairman shall direct and he may appoint scrutineers (who need not be Shareholders) and fix a time and place for declaring the result of the poll. It shall not be necessary (unless the chairman otherwise directs) for notice to be given of a poll.
|
22.5
|
The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll has been demanded and it may be withdrawn at any time before the close of the meeting or the taking of the poll, whichever is the earlier.
|
22.6
|
On a poll, votes may be cast either personally or by proxy.
|
22.7
|
A person entitled to more than one vote on a poll need not use all his votes or cast all the votes he uses in the same way.
|
22.8
|
In the case of an equality of votes at a general meeting, whether on a show of hands or count of votes received as electronic records or on a poll, the chairman of such meeting shall not be entitled to a second or casting vote and the resolution shall fail.
|
22.9
|
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.
|
22.10
|
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 having jurisdiction for the protection or management of the affairs of persons incapable of managing their own affairs may vote, whether on a show of hands or on a poll, by his receiver, committee,
curator bonis
or other person in the nature of a receiver, committee or
curator bonis
appointed by such Court and such receiver, committee,
curator bonis
or other person may vote on a poll by proxy, and may otherwise act and be treated as such Shareholder for the purpose of general meetings.
|
22.11
|
No Shareholder shall, unless the Board otherwise determines, be entitled to vote at any general meeting unless all calls or other sums presently payable by him in respect of Shares in the Company have been paid.
|
22.12
|
If:
|
22.12.1
|
any objection shall be raised to the qualification of any voter; or,
|
22.12.2
|
any votes have been counted which ought not to have been counted or which might have been rejected; or,
|
22.12.3
|
any votes are not counted which ought to have been counted,
|
23
|
Proxies and Corporate Representatives
|
23.1
|
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 of his Shares at any general meeting (including an adjourned meeting). A proxy need not be a Shareholder.
|
23.2
|
The instrument appointing a proxy or corporate representative shall be in writing executed by the appointor or his attorney authorised by him in writing or, if the appointor is a corporation, either under its seal or executed by an officer, attorney or other person authorised to sign the same.
|
23.3
|
Any Shareholder may appoint a proxy or (if a corporation) representative for a specific general meeting, and adjournments thereof, or may appoint a standing proxy or (if a corporation) representative, by serving on the Company at the Registered Office, or at such place or places as the Board may otherwise specify for the purpose, a proxy or (if a corporation) an authorisation. Any standing proxy or authorisation shall be valid for all general meetings and adjournments thereof or resolutions in writing, as the case may be, until notice of revocation is received at the Registered Office or at such place or places as the Board may otherwise specify for the purpose. Where a standing proxy or authorisation exists, its operation shall be deemed to have been suspended at any general meeting or adjournment thereof at which the Shareholder is present or in respect to which the Shareholder has specially appointed a proxy or representative. The Board may from time to time require such evidence as it shall deem necessary as to the due execution and continuing validity of any standing proxy or authorisation and the operation of any such standing proxy or authorisation shall be deemed to be suspended until such time as the Board determines that it has received the requested evidence or other evidence satisfactory to it.
|
23.4
|
Subject to Bye-Law 23.3, the instrument appointing a proxy or corporate representative 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 (or at such place 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 resolution in writing, in any document sent therewith) prior to the holding of the relevant meeting or adjourned meeting at which the person 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 resolution in writing, prior to the effective date of the resolution in writing and in default the instrument of proxy or authorisation shall not be treated as valid.
|
23.5
|
Instruments of proxy or authorisation shall be in any common form or in such 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 resolution in writing forms of instruments of proxy or authorisation for use at that meeting or in connection with that resolution in writing. The instrument of proxy shall be deemed to confer authority to demand or join in demanding a poll, to speak at the meeting and to vote on any amendment of a resolution in writing or amendment of a resolution put to the meeting for which it is given as the proxy thinks fit. The instrument of proxy or authorisation shall, unless the contrary is stated therein, be valid as well for any adjournment of the meeting as for the meeting to which it relates. If the terms of the 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 the provisions of these Bye-Laws relating to the execution and delivery of an instrument or other form of communication appointing or evidencing the appointment of a proxy shall apply, mutates mutandis, to the instrument or other form of communication effecting or evidencing such an appointment by substitution.
|
23.6
|
A vote given in accordance with the terms of an instrument of proxy or authorisation shall be valid notwithstanding the previous death or unsoundness of mind of the principal, or revocation of the instrument of proxy or of the corporate authority, provided that no intimation in writing of such death, unsoundness of mind or revocation shall have been received by the Company at the Registered Office (or such other place as may be specified for the delivery of instruments of proxy or authorisation in the notice convening the meeting or other documents sent therewith) at least one hour before the commencement of the meeting or adjourned meeting, or the taking of the poll, or the day before the effective date of any resolution in writing at which the instrument of proxy or authorisation is used.
|
23.7
|
Subject to the Companies Acts, the Board may at its discretion 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, speak and vote on behalf of any Shareholder at general meetings or to sign resolutions in writing.
|
24
|
Appointment and Removal of Directors
|
24.1
|
The Board shall be divided into three classes, with the term of the office of one class expiring each year. Each class shall consist, as nearly as possible, of one-third of the total number of Directors constituting the entire Board. Each class shall have a minimum of one director and a maximum of four directors. There is no distinction in the voting or other powers and authorities of Directors of different classes; the classifications are solely for the purposes of the retirement by rotation provisions set out in this Bye-Law 24. All Directors will be designated as either class I, class II or class III Directors. The Board shall from time to time determine the respective numbers of class I Directors, class II Directors and class III Directors.
|
24.2
|
Subject to Bye-Law 24.1, the number of Directors shall be such number not less than three as the Company by Resolution may from time to time determine.
|
24.3
|
Each class I Director shall (unless his office is vacated in accordance with these Bye-Laws) serve until the conclusion of the Annual General Meeting of the Company held in the calendar year 2009 or until re-elected or his successor is appointed; and subsequently shall (unless his office is vacated in accordance with these Bye-Laws) serve for three-year terms, each concluding at the third Annual General Meeting thereafter or until re-elected or his successor is appointed.
|
24.4
|
Each class II Director shall (unless his office is vacated in accordance with these Bye-Laws) serve until the conclusion of the Annual General Meeting of the Company held in the calendar year 2010 or until re-elected or his successor is appointed; and subsequently shall (unless his office is vacated in accordance with these Bye-Laws) serve for three-year terms, each concluding at the third Annual General Meeting thereafter or until re-elected or his successor is appointed.
|
24.5
|
Each class III Director shall (unless his office is vacated in accordance with these Bye-Laws) serve until the conclusion of the Annual General Meeting of the Company held in the calendar year 2011 or until re-elected or his successor is appointed; and subsequently shall (unless his office is vacated in accordance with these Bye-Laws) serve for three-year terms, each concluding at the third Annual General Meeting thereafter or until re-elected or his successor is appointed.
|
24.6
|
If the number of Directors is altered by the Company pursuant to this Bye-Law 24, the Board shall apportion any increase or decrease among the classes so as to maintain the number of Directors in each class as equal as possible, but in no case shall a decrease in the number of Directors shorten the term of any incumbent Director. All Directors, upon election or appointment (except upon election at an Annual General Meeting), must provide written acceptance of their appointment, in such form as the Board may think fit, by notice in writing to the Registered Office within thirty (30) days of their appointment.
|
24.7
|
Any one or more vacancies in the Board (whether arising as a result of an increase in the size of the Board or any Director vacating his office) shall be deemed casual vacancies for the purposes of these Bye-Laws. Without prejudice to the power of the Company by Resolution in pursuance of any of the provisions of these Bye-Laws to appoint any person to be a Director, the Board, so long as a quorum of Directors remains in office, shall have the power at any time and from time to time to appoint any individual to be a Director so as to fill a casual vacancy. A Director so appointed shall fill the vacancy arising and shall, for the purposes of these Bye-Laws, if such Director is appointed as a result of an increase in the size of the Board, constitute a member of the class of Directors as specified by the Board, or, if such Director is replacing a current or former Director on the Board, constitute a member of the class of Directors represented by the person that he replaces and shall hold office for the balance of the term of such vacant Board position.
|
24.8
|
The Company may in a Special General Meeting called for that purpose remove a Director, provided notice of any such meeting shall be served upon the Director concerned not less than fourteen (14) days before the meeting and he shall be entitled to be heard at that meeting.
|
25
|
Resignation and Disqualification of Directors
|
25.1
|
The office of a Director shall be vacated upon the happening of any of the following events:
|
25.1.1
|
if he resigns his office by notice in writing delivered to the Registered Office or tendered at a meeting of the Board;
|
25.1.2
|
if he does not stand for re-election upon the expiration of his term;
|
25.1.3
|
if he becomes of unsound mind or a patient for any purpose of any statute or applicable law relating to mental health and the Board resolves that his office is vacated;
|
25.1.4
|
if he becomes bankrupt under the laws of any country or compounds with his creditors;
|
25.1.5
|
if he is prohibited by law from being a Director; or
|
25.1.6
|
if he ceases to be a Director by virtue of the Companies Acts or these Bye-Laws or is removed from office pursuant to Bye-Law 24.8.
|
25.2
|
The provisions of section 93 of the Companies Act 1981 of Bermuda shall not apply to the Company.
|
26
|
Alternate Directors
|
26.1
|
A Director may appoint and remove his own Alternate Director. Any appointment or removal of an Alternate Director by a Director shall be effected by delivery of a written
|
26.2
|
An Alternate Director shall cease to be an Alternate Director:
|
26.2.1
|
if his appointor ceases to be a Director; but, if a Director retires by rotation or otherwise but is reappointed or deemed to have been reappointed at the meeting at which he retires, any appointment of an Alternate Director made by him which was in force immediately prior to his retirement shall continue after his reappointment;
|
26.2.2
|
on the happening of any event which, if he were a Director, would cause him to vacate his office as Director;
|
26.2.3
|
if he is removed from office pursuant to Bye-Law 26.1; or
|
26.2.4
|
if he resigns his office by notice to the Secretary at the Registered Office.
|
26.3
|
An Alternate Director shall be entitled to receive notices of all meetings of Directors, to attend, be counted in the quorum and vote at any such meeting at which any Director to whom he is alternate is not personally present, and generally to perform all the functions of any Director to whom he is alternate in his absence.
|
26.4
|
Every person acting as an Alternate Director shall (except as regards powers to appoint an alternate and remuneration) be subject in all respects to the provisions of these Bye-Laws relating to Directors and shall alone be responsible to the Company for his acts and defaults and shall not be deemed to be the agent of or for any Director for whom he is alternate. An Alternate Director may be paid expenses and shall be entitled to be indemnified by the Company to the same extent
mutatis mutandis
as if he were a Director. Every person acting as an Alternate Director shall have one vote for each Director for whom he acts as alternate (in addition to his own vote if he is also a Director). The signature of an Alternate Director to any resolution in writing of the Board or a committee of the Board shall, unless the terms of his appointment provides to the contrary, be as effective as the signature of the Director or Directors to whom he is alternate.
|
27
|
Directors’ Fees and Additional Remuneration and Expenses
|
27.1
|
The ordinary remuneration of the Director’s office for their services (excluding amounts payable under any other provision of these Bye-Laws) shall be determined by the Board and each such Director shall be paid a fee (which shall be deemed to accrue from day to day) at such rate as may from time to time be determined by the Board. Each Director may be paid his reasonable travel, hotel and incidental expenses in attending and returning from meetings of the Board or committees constituted pursuant to these Bye-Laws or general meetings and shall be paid all expenses properly
|
27.2
|
No Director or former Director shall be accountable to the Company or the Shareholders for any benefit provided pursuant to this Bye-Law 27 and the receipt of any such benefit shall not disqualify any person from being or becoming a Director.
|
28
|
Directors’ Interests
|
28.1
|
A Director may hold any other office or place of profit with the Company (except that of auditor) in conjunction with his office of Director for such period and upon such terms as the Board may determine, and may be paid such extra remuneration therefor (whether by way of salary, commission, participation in profits or otherwise) as the Board may determine, and such extra remuneration shall be in addition to any remuneration provided for by or pursuant to any other Bye-Law.
|
28.2
|
A Director may act by himself or his firm in a professional capacity for the Company (otherwise than as auditor) and he or his firm shall be entitled to remuneration for professional services as if he were not a Director.
|
28.3
|
Subject to the provisions of the Companies Acts, a Director may notwithstanding his office be a party to, or otherwise interested in, any transaction or arrangement with the Company or in which the Company is otherwise interested; and be a director or other officer of, or employed by, or a party to any transaction or arrangement with, or otherwise interested in, any body corporate promoted by the Company or in which the Company is interested. The Board may also cause the voting power conferred by the shares in any other company held or owned by the Company to be exercised in such manner in all respects as it thinks fit, including the exercise thereof in favour of any resolution appointing the Directors or any of them to be directors or officers of such other company, or voting or providing for the payment of remuneration to the directors or officers of such other company.
|
28.4
|
So long as, where it is necessary, he declares the nature of his interest at the first opportunity at a meeting of the Board or by writing to the Directors as required by the Companies Acts, a Director shall not by reason of his office be accountable to the Company for any benefit which he derives from any office or employment to which these Bye-Laws allow him to be appointed or from any transaction or arrangement in which these Bye-Laws allow him to be interested, and no such transaction or arrangement shall be liable to be avoided on the ground of any interest or benefit.
|
28.5
|
A Director who has disclosed his interest in a transaction or arrangement with the Company, or in which the Company is otherwise interested, may be counted in the
|
28.6
|
Subject to the Companies Acts and any further disclosure required thereby, a general notice to the Directors by a Director or Officer declaring that he is a Director or Officer or has an interest in a person and is to be regarded as interested in any transaction or arrangement made with that person, shall be a sufficient declaration of interest in relation to any transaction or arrangement so made.
|
29
|
Powers and Duties of the Board
|
29.1
|
Subject to the provisions of the Companies Acts and these Bye-Laws, the Board shall manage the business of the Company and may pay all expenses incurred in promoting and incorporating the Company and may exercise all the powers of the Company. No alteration of these Bye-Laws 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 Bye-Law 29 shall not be limited by any special power given to the Board by these Bye-Laws and a meeting of the Board at which a quorum is present shall be competent to exercise all the powers, authorities and discretions for the time being vested in or exercisable by the Board.
|
29.2
|
The Board may exercise all the powers of the Company except those powers that are required by the Companies Acts or these Bye-Laws to be exercised by the Shareholders.
|
29.3
|
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.
|
29.4
|
In addition to its powers under Bye-Law 27, the Board on behalf of the Company may provide benefits, whether by the payment of gratuities or pensions or otherwise, for any person including any Director or former Director who has held any executive office or employment with the Company or with any body corporate which is or has been a subsidiary or affiliate of the Company or a predecessor in the business of the Company or of any such subsidiary or affiliate, and to any member of his family or any person who is or was dependent on him, and may contribute to any fund and pay premiums for the purchase or provision of any such gratuity, pension or other benefit, or for the insurance of any such person.
|
29.5
|
The Board may from time to time appoint one or more of its body to hold any other employment or executive office with the Company for such period and upon such terms as the Board may determine and may revoke or terminate any such appointments. Any such revocation or termination as aforesaid shall be without prejudice to any claim for damages that such Director may have against the Company or the Company
|
30
|
Delegation of the Board’s Powers
|
30.1
|
The Board may by power of attorney appoint any company, firm or person or any fluctuating body of persons, whether nominated directly or indirectly by the Board, to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Board under these Bye-Laws) and for such period and subject to such conditions as it may think fit, and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney and of such attorney as the Board may think fit, and may also authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions vested in him. Such attorney may, if so authorised by the power of attorney, execute any deed, instrument or other document on behalf of the Company.
|
30.2
|
The Board may entrust to and confer upon any Director, Officer or, without prejudice to the provisions of Bye-Law 30.3, other person any of the powers, authorities and discretions exercisable by it upon such terms and conditions with such restrictions as it thinks fit, and either collaterally with, or to the exclusion of, its own powers, authorities and discretions, and may from time to time revoke or vary all or any of such powers, authorities and discretions, but no person dealing in good faith and without notice of such revocation or variation shall be affected thereby.
|
30.3
|
When required under the requirements from time to time of any stock exchange on which the Shares are listed, the Board shall appoint an Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee or any other committee in accordance with the requirements of such stock exchange. The Board may also delegate any of its powers, authorities and discretions to any other committees, consisting of such person or persons (whether a member or members of its body or not) as it thinks fit. Any committee so formed shall, in the exercise of the powers, authorities and discretions so delegated, and in conducting its proceedings conform to any regulations which may be imposed upon it by the Board. If no regulations are imposed by the Board the proceedings of a committee with two or more members shall be, as far as is practicable, governed by the Bye-Laws regulating the proceedings of the Board.
|
31
|
Proceedings of the Board
|
31.1
|
The Board may meet for the despatch of business, adjourn and otherwise regulate its meetings as it thinks fit. Questions arising at any meeting shall be determined by a majority of votes cast at a meeting at which a quorum is present. In the case of an
|
31.2
|
Notice of a meeting of the Board may be given to a Director by word of mouth or in any manner permitted by these Bye-Laws. A Director may retrospectively waive the requirement for notice of any meeting by consenting in writing to the business conducted at the meeting.
|
31.3
|
The quorum necessary for the transaction of the business of the Board may be fixed by the Board and, unless so fixed at any other number, shall be two (2) individuals. Any Director who ceases to be a Director at a meeting of the Board may continue to be present and to act as a Director and be counted in the quorum until the termination of the meeting if no other Director objects and if otherwise a quorum of Directors would not be present.
|
31.4
|
A Director who to his knowledge is in any way, whether directly or indirectly, interested in a contract or proposed contract, transaction or arrangement with the Company and has complied with the provisions of the Companies Acts and these Bye-Laws with regard to disclosure of his interest shall be entitled to vote in respect of any contract, transaction or arrangement in which he is so interested and if he shall do so his vote shall be counted, and he shall be taken into account in ascertaining whether a quorum is present.
|
31.5
|
The Resident Representative shall, upon delivering written notice of an address for the purposes of receipt of notice to the Registered Office, be entitled to receive notice of, attend and be heard at, and to receive minutes of all meetings of the Board.
|
31.6
|
So long as a quorum of Directors remains in office, the continuing Directors may act notwithstanding any vacancy in the Board but, if no such quorum remains, the continuing Directors or a sole continuing Director may act only for the purpose of (i) calling a general meeting or (ii) preserving the assets of the Company.
|
31.7
|
The Board may choose one of their number to preside as chairman at every meeting of the Board. If there is no such chairman, or if at any meeting the chairman is not present within five (5) minutes after the time appointed for holding the meeting, or is not willing to act as chairman, the Directors present may choose one of their number to be chairman of the meeting.
|
31.8
|
The meetings and proceedings of any committee consisting of two (2) or more members shall be governed by the provisions contained in these Bye-Laws for regulating the meetings and proceedings of the Board so far as the same are applicable and are not superseded by any regulations imposed by the Board.
|
31.9
|
A resolution in writing signed by all the Directors for the time being entitled to receive notice of a meeting of the Board (or by an Alternate Director, as provided for in these Bye-Laws) or by all the members of a committee for the time being shall be as valid
|
31.10
|
A meeting of the Board or a committee appointed by the Board may be held by means of such telephone, electronic or other communication facilities (including, without limiting the generality of the foregoing, by telephone or by video conferencing) 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 shall be deemed to take place where the largest group of those Directors participating in the meeting is physically assembled, or, if there is no such group, where the chairman of the meeting then is.
|
31.11
|
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 duly authorised by the Board or any committee shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any member of the Board 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.
|
32
|
Officers
|
32.1
|
The Officers of the Company, who may or may not be Directors, may be appointed by the Board at any time. Any person appointed pursuant to this Bye-Law 32 shall hold office for such period and upon such terms as the Board may determine and the Board may revoke or terminate any such appointment. Any such revocation or termination shall be without prejudice to any claim for damages that such Officer may have against the Company or the Company may have against such Officer for any breach of any contract of service between him and the Company which may be involved in such revocation or termination. Save as provided in the Companies Acts or these Bye-Laws, the powers and duties of the Officers of the Company shall be such (if any) as are determined from time to time by the Board.
|
33
|
Minutes
|
33.1
|
The Board shall cause minutes to be made and books kept for the purpose of recording:
|
33.1.1
|
all appointments of Officers made by the Board;
|
33.1.2
|
the names of the Directors and other persons (if any) present at each meeting of the Board and of any committee; and
|
33.1.3
|
all proceedings at meetings of the Company, of the holders of any class of Shares in the Company, of the Board and of committees appointed by the Board.
|
33.2
|
Shareholders shall only be entitled to see the Register of Directors and Officers, the Register, the financial information provided for in Bye-Law 40.3 and the minutes of meetings of the Shareholders of the Company.
|
34
|
Secretary and Resident Representative
|
34.1
|
The Secretary (including one or more deputy or assistant secretaries) and, if required, the Resident Representative, shall be appointed by the Board at such remuneration (if any) and upon such terms as it may think fit and any Secretary and Resident Representative so appointed may be removed by the Board. The duties of the Secretary and the duties of the Resident Representative shall be those prescribed by the Companies Acts together with such other duties as shall from time to time be prescribed by the Board.
|
34.2
|
A provision of the Companies Acts or these Bye-Laws 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.
|
35
|
The Seal
|
35.1
|
The Board may authorise the production of a common seal of the Company and one or more duplicate common seals of the Company, which shall consist of a circular device with the name of the Company around the outer margin thereof and the country and year of registration in Bermuda across the centre thereof.
|
35.2
|
Any document required to be under seal or executed as a deed on behalf of the Company may be:
|
35.2.1
|
executed under the Seal in accordance with these Bye-Laws; or
|
35.2.2
|
signed or executed by any person authorised by the Board for that purpose, without the use of the Seal.
|
35.3
|
The Board shall provide for the custody of every Seal. A Seal shall only be used by authority of the Board or of a committee constituted by the Board. Subject to these
|
35.3.1
|
a Director; or
|
35.3.2
|
the Secretary; or
|
35.3.3
|
any one person authorised by the Board for that purpose.
|
36
|
Dividends and Other Payments
|
36.1
|
Except insofar as the rights attaching to, or the terms of issue of, any Share otherwise provide, the Board may from time to time declare dividends or distributions out of contributed surplus to be paid to the Shareholders according to their rights and interests, including such interim dividends as appear to the Board to be justified by the position of the Company. The Board, in its discretion, may determine that any dividend shall be paid in cash or shall be satisfied, subject to Bye-Law 37, in paying up in full Shares in the Company to be issued to the Shareholders credited as fully paid or partly paid or partly in one way and partly the other. The Board may also pay any fixed cash dividend which is payable on any Shares of the Company half yearly or on such other dates, whenever the position of the Company, in the opinion of the Board, justifies such payment.
|
36.2
|
Except insofar as the rights attaching to, or the terms of issue of, any Share otherwise provide:
|
36.2.1
|
all dividends or distributions out of contributed surplus may be declared and paid according to the amounts Paid-Up on the Shares in respect of which the dividend or distribution is paid, and an amount Paid-Up on a Share in advance of calls may be treated for the purpose of this Bye-Law 36 as Paid-Up on the Share;
|
36.2.2
|
dividends or distributions out of contributed surplus may be apportioned and paid pro rata according to the amounts Paid-Up on the Shares during any portion or portions of the period in respect of which the dividend or distribution is paid.
|
36.3
|
The Board may deduct from any dividend, distribution or other monies payable to a Shareholder by the Company on or in respect of any Shares all sums of money (if any) presently payable by him to the Company on account of calls or otherwise in respect of Shares of the Company.
|
36.4
|
No dividend, distribution or other monies payable by the Company on or in respect of any Share shall bear interest against the Company.
|
36.5
|
Any dividend, distribution or interest, or part thereof payable in cash, or any other sum payable in cash to the holder of Shares may be paid by cheque or warrant sent through the post or by courier 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 Shares at his registered address as appearing in the Register or addressed to such person at such address as the holder or joint holders may in writing direct. Every such cheque or warrant 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 the holder whose name stands first in the Register in respect of such Shares, and shall be sent at his or their risk and payment of the cheque or warrant by the bank on which it is drawn shall constitute a good discharge to the Company. Any one of two (2) or more joint holders may give effectual receipts for any dividends, distributions or other monies payable or property distributable in respect of the Shares held by such joint holders.
|
36.6
|
Any dividend or distribution out of contributed surplus unclaimed for a period of six (6) years from the date of declaration of such dividend or distribution shall be forfeited and shall revert to the Company and the payment by the Board of any unclaimed dividend, distribution, interest or other sum payable on or in respect of the Share into a separate account shall not constitute the Company a trustee in respect thereof.
|
36.7
|
The Board may also, in addition to its other powers, direct payment or satisfaction of any dividend or distribution out of contributed surplus wholly or in part by the distribution of specific assets, and in particular of paid-up Shares or debentures of any other company, and where any difficulty arises in regard to such distribution or dividend, 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 upon the footing 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, PROVIDED that such dividend or distribution may not be satisfied by the distribution of any partly paid Shares or debentures of any company without the sanction of a Resolution.
|
37
|
Reserves
|
38
|
Capitalisation of Profits
|
38.1
|
The Board may from time to time resolve to capitalise all or any part of any amount for the time being standing to the credit of any reserve or fund which is available for distribution or to the credit of any Share premium account and accordingly that such amount be set free for distribution amongst the Shareholders or any class of Shareholders who would be entitled thereto if distributed by way of dividend and in the same proportions, on the footing that the same be not paid in cash but be applied
|
38.2
|
Where any difficulty arises in regard to any distribution under this Bye-Law 38, the Board may settle the same as it thinks expedient and, in particular, may authorise any person to sell and transfer any fractions or may resolve that the distribution should be as nearly as may be practicable in the correct proportion but not exactly so or may ignore fractions altogether, and may determine that cash payments should be made to any Shareholders in order to adjust the rights of all parties, as may seem expedient to the Board. The Board may appoint any person to sign on behalf of the persons entitled to participate in the distribution any contract necessary or desirable for giving effect thereto and such appointment shall be effective and binding upon the Shareholders.
|
39
|
Record Dates
|
39.1
|
Notwithstanding any other provisions of these Bye-Laws, the Board may fix any date as the record date for any dividend, distribution, allotment or issue and as more particularly set out in Bye-Law 39.2 for the purpose of identifying the persons entitled to receive notices of any general meeting 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 despatched.
|
39.2
|
In relation to any general meeting of the Company or of any class of Shareholder 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 Shareholders 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:
|
39.2.1
|
each person entered in the Register at the Record Date as a Shareholder, or a Shareholder 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 Shareholder, or a Shareholder of the relevant class, 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;
|
39.2.2
|
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
|
39.2.3
|
accordingly, except through his proxy pursuant to Bye-Law 39.2.2, 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 Shareholder, or a Shareholder of the relevant class, in respect of the Relevant Shares at that meeting.
|
39.3
|
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.
|
40
|
Accounting Records
|
40.1
|
The Board shall cause to be kept accounting records sufficient to give a true and fair view of the state of the Company's affairs and to show and explain its transactions, in accordance with the Companies Acts.
|
40.2
|
The records of account shall be kept at the Registered Office or at such other place or places as the Board thinks fit, and shall at all times be open to inspection by the Directors, PROVIDED that if the records of account are kept at some place outside Bermuda, there shall be kept at an office of the Company in Bermuda such records as will enable the Directors to ascertain with reasonable accuracy the financial position of the Company at the end of each three (3) month period. No Shareholder (other than an Officer of the Company) shall have any right to inspect any accounting record or book or document of the Company except as conferred by law or authorised by the Board.
|
40.3
|
A copy of every balance sheet and statement of income and expenditure, including every document required by law to be annexed thereto, which is to be laid before the Company in general meeting, together with a copy of the auditors' report, shall be
|
41
|
Audit
|
42
|
Service of Notices and Other Documents
|
42.1
|
Any notice or other document (including but not limited to a Share certificate, any notice of a general meeting of the Company, any instrument of proxy and any document to be sent in accordance with Bye-Law 40) may be sent to, served on or delivered to any Shareholder by the Company
|
42.1.1
|
personally;
|
42.1.2
|
by sending it through the post (by airmail where applicable) in a pre-paid letter addressed to such Shareholder at his address as appearing in the Register;
|
42.1.3
|
by sending it by courier to or leaving it at the Shareholder’s address appearing in the Register;
|
42.1.4
|
by, where applicable, by sending it by email or facsimile or other mode of representing or reproducing words in a legible and non-transitory form or by sending an electronic record of it by electronic means, in each case to an address or number supplied by such Shareholder for the purposes of communication in such manner; or
|
42.1.5
|
by publication of an electronic record of it on a website and notification of such publication (which shall include the address of the website, the place on the website where the document may be found, and how the document may be accessed on the website) by any of the methods set out in paragraphs 42.1.1, 42.1.2, 42.1.3 or 42.1.4 of this Bye-Law 42, in accordance with the Companies Acts.
|
42.2
|
Any notice or other document shall be deemed to have been served on or delivered to any Shareholder by the Company
|
42.2.1
|
if sent by personal delivery, at the time of delivery;
|
42.2.2
|
if sent by post, forty-eight (48) hours after it was put in the post;
|
42.2.3
|
if sent by courier or facsimile, twenty-four (24) hours after sending;
|
42.2.4
|
if sent by email or other mode of representing or reproducing words in a legible and non-transitory form or as an electronic record by electronic means, twelve (12) hours after sending; or
|
42.2.5
|
if published as an electronic record on a website, at the time that the notification of such publication shall be deemed to have been delivered to such Shareholder,
|
42.3
|
Any notice or other document delivered, sent or given to a Shareholder in any manner permitted by these Bye-Laws 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.
|
42.4
|
Save as otherwise provided, the provisions of these Bye-Laws as to service of notices and other documents on Shareholders shall
mutatis mutandis
apply to service or delivery of notices and other documents to the Company or any Director, Alternate Director or Resident Representative pursuant to these Bye-Laws.
|
43
|
Winding Up
|
44
|
Indemnity
|
44.1
|
Subject to the proviso below, every Indemnified Person shall be fully indemnified and held harmless out of the assets of the Company against all liabilities, loss, damage or expense (including but not limited to liabilities under contract, tort and statute or any applicable foreign law or regulation and all reasonable legal and other costs and expenses properly payable) incurred or suffered by him by or by reason of any act done, conceived in or omitted in the conduct of the Company’s business or in the discharge of his duties and the indemnity contained in this Bye-Law 44 shall extend to any Indemnified Person acting in any office or trust in the reasonable belief that he has been appointed or elected to such office or trust notwithstanding any defect in such appointment or election PROVIDED ALWAYS that the indemnity contained in this Bye-Law 44 shall not extend to any matter which would render it void pursuant to the Companies Acts. The right to indemnification conferred in this Bye-Law 44 shall be a contract right.
|
44.2
|
No Indemnified Person shall be liable to the Company for the acts, defaults or omissions of any other Indemnified Person.
|
44.3
|
Every Indemnified Person shall be indemnified out of the assets of the Company against all liabilities incurred by him by or by reason of any act done, conceived in or omitted in the conduct of the Company’s business or in the discharge of his duties in defending any proceedings, whether civil or criminal, in which judgement is given in his favour, in which he is acquitted, which is settled compromised or abandoned, or in connection with any application under the Companies Acts in which relief from liability is granted to him by the court.
|
44.4
|
To the extent that any Indemnified Person is entitled to claim an indemnity pursuant to these Bye-Laws in respect of amounts paid or discharged by him, the relevant
|
44.5
|
Each Shareholder and the Company agree to waive any claim or right of action he or it may at any time have, whether individually or by or in the right of the Company, against any Indemnified Person on account of any action taken by such Indemnified Person or the failure of such Indemnified Person to take any action in the performance of his duties with or for the Company PROVIDED HOWEVER that such waiver shall not apply to any claims or rights of action arising out of the fraud or dishonesty of such Indemnified Person or to recover any gain, personal profit or advantage to which such Indemnified Person is not legally entitled.
|
44.6
|
Expenses incurred in defending any civil or criminal action or proceeding for which indemnification is required pursuant to these Bye-Laws shall be paid by the Company in advance of the final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of the Indemnified Person to repay such amount if any allegation of fraud or dishonesty is proved (after the exhaustion of all rights of appeal) against the Indemnified Person.
|
44.7
|
Each Shareholder, by virtue of, and as a condition precedent to, its acquisition and continued holding of a Share shall be deemed to have acknowledged and agreed that the advances of funds may be made by the Company as aforesaid, and when made by the Company under this Bye-Law 44 are made to meet expenditures incurred for the purpose of enabling such Indemnified Person to properly perform his or her duties to the Company.
|
44.8
|
The purpose of Bye-laws 44.1 – 44.7 as a whole is to provide the broadest indemnity allowable at law, and to the extent any indemnification hereunder is prohibited, unenforceable or not authorized under applicable law, it is the intent of these Bye-Laws that such indemnification be interpreted as broadly as possible without invalidating the remaining provisions hereof. Specifically, to the extent prohibited by Bermuda law, these Bye-laws shall not be applied or construed so as to result in the indemnification of any person, including an Indemnified Person, to the extent he is proven (after the exhaustion of all rights of appeal) to have engaged in fraud or dishonesty.
|
44.9
|
To the extent permitted by Bermudan law, any repeal, alteration or amendment of Bye-Laws 44.1 – 44.8, or adoption of any provision inconsistent therewith or any modification shall not adversely affect any rights to indemnification or to the advancement of expenses thereunder existing at the time of such repeal, alteration, amendment, adoption or modification with respect to any events, acts or omissions occurring immediately prior to such repeal, alteration, amendment, adoption or modification (regardless of when any proceeding, or part thereof, relating to such event, act or omission arises or is first threatened, commenced or completed).
|
45
|
Amalgamation and Mergers
|
46
|
Alteration of Bye-Laws
|
47
|
Certain Reporting Requirements
|
47.1
|
So long as the Company is required to maintain the registration if its Common Shares under section 12 of the United States Securities Exchange Act of 1934 but continues to be exempt (by virtue of its qualification as a “foreign private issuer”, as defined in rule 3b-4 under the Exchange Act, or for any other reason):-
|
47.1.1
|
From the periodic filing and reporting requirements under Regulation 13A under the Exchange Act that are applicable to a private issuer of equity securities registered under the Exchange Act that is not a foreign private issuer (a “U.S. private issuer”), then the Company shall nevertheless comply with the periodic reporting provisions and related disclosure requirements, including filing requirements with the U.S. Securities and Exchange Commission (the “SEC”), that are applicable to a U.S. private issuer whose equity securities are registered under Section 12 of the Exchange Act; or
|
47.1.2
|
From the requirements imposed upon U.S. private issuers pursuant to sections 14(a), (b) and (c) of the Exchange Act with regard to the preparation and dissemination of proxy and information statements, then the Company shall nevertheless be required to comply, and all record or beneficial owners of Common Shares shall be required to comply, in connection with any dissemination of information or solicitation of proxies relating to action at a meeting of Shareholders or a solicitation of consents for Shareholder action, with all provisions of Regulations
|
47.1.2.1
|
No dissemination of information or solicitation of proxies shall be made by the Company or any record or beneficial owner of Common Shares containing any statement that, at the time and under the circumstances under which it is made, is false or misleading with respect to any material fact or that omits to state any material fact necessary in order to make the statements therein not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of a proxy for the same meeting or with respect to the same matter that has become false or misleading.
|
47.1.2.2
|
The following rules and items under the Exchange Act shall be applicable to the Company and its record and beneficial Shareholders in compliance with the foregoing principles:
|
47.1.2.3
|
All reference to U.S. laws, regulations, rules and schedules in this Bye-Law are to such provisions as in effect on 26
th
August 1993 and to any successor provisions thereto.
|
47.1.2.4
|
No amendment to this Bye-Law 47 shall be effective without the approval of 66 2/3% of the Common Shares outstanding from time to time.
|
1.
|
FUNCTION AND FIELD OF ACTIVITY
|
(a)
|
The Executive shall serve as President of PartnerRe Ltd. and shall report directly to the Chief Executive Officer of PartnerRe Ltd. (the “CEO”). The Executive shall perform such duties and exercise such supervision and powers over and with regard to the business of the Company as are consistent with such positions, as well as such other reasonable duties and services consistent with such position with a multi-national reinsurance company and as may be prescribed from time to time by the CEO. The Executive’s performance of any duties and responsibilities shall be conducted in a manner consistent with all Company policies and any other reasonable guidelines provided to the Executive by the CEO.
|
(b)
|
Subject to (a) above, the Executive also agrees to serve as an officer and/or director of any subsidiary of the Company without additional compensation.
|
(c)
|
Except during customary vacation periods and periods of illness, the Executive shall, during his employment hereunder, devote substantially his full business time and attention to the performance of services for the Company. The Company hereby acknowledges that the Executive shall be permitted to devote a reasonable amount of his business time, conducted simultaneously with the discharge of his duties to the Company and with the prior consent of the CEO, to (a) the management of personal and family investments and affairs, (b) with the consent of the CEO, serving on the board of directors and/or acting as an officer of any not-for-profit entities that are not engaged in businesses similar to the Company or (c) with the consent of the CEO, serving on the board of directors of any private or public companies that are not engaged in businesses similar to the Company; provided that, in the Executive’s and the CEO’s reasonable judgment, such activities do not materially interfere or affect the duties of the Executive owed to the Company.
|
(d)
|
In connection with the Executive’s employment by the Company, the Executive shall generally perform his duties in Zurich, Switzerland, except for reasonably necessary travel on business, reasonable personal travel, and in connection with the performance of his duties hereunder and with the understanding that he may perform his duties hereunder at such places as are mutually agreed upon with the CEO.
|
(e)
|
The Company has the right to assign other duties and responsibilities to the Executive which are in line with the Executive’s formation and skills.
|
2.
|
RELEVANCE OF ARTICLES OF INCORPORATION AND REGULATIONS
|
3.
|
EFFECTIVE DATE
|
(a)
|
This Employment Agreement replaces the Employment Agreement that went into effect on September 1, 2010 (as amended and restated effective as of March 27, 2014 and as further amended and restated effective as of October 23, 2014), and shall take effect as of December 16, 2015. It is entered into for an indefinite term.
|
(b)
|
The Executive’s original employment start date with PartnerRe Ltd. of May 2, 1995 will be maintained for the calculation of service related benefits.
|
4.
|
TERMINATION
|
(b)
|
Notice of Termination:
Any termination of the Executive’s employment by the Company or by the Executive (other than for death) shall be communicated by written Notice of Termination to the other party hereto and shall set forth in reasonable detail the facts and circumstances, if any, claimed to provide a basis for termination of the Executive’s employment under the provision so indicated. The date that written Notice of Termination is delivered is referred to herein as the “
Date of Notice
”.
|
(c)
|
Extraordinary Termination with immediate effect
: The Parties reserve the right to terminate the employment with immediate effect for valid reasons according to Art. 337 Swiss Code of Obligations. A valid reason is considered to be any circumstance under which the terminating party may no longer be reasonably expected to continue the employment relationship (which shall include no longer reporting to the group CEO). The Date of Termination for such Extraordinary Termination shall be the date stated in the written Notice of Termination to the other party hereto.
|
(d)
|
Removal from Boards and Positions:
If the Executive’s employment is terminated for any reason under this Agreement, he shall immediately upon first request of the Company resign (i) if a director, from the Board or Board of Directors of any subsidiary or affiliate of PartnerRe Ltd., (ii) from any position with PartnerRe Ltd. or any subsidiary or affiliate of PartnerRe Ltd., including, but not limited to, as an officer of the Company or any of its subsidiaries or affiliates.
|
(e)
|
Compensation During Notice Period
. During the period from the date the Written Notice of Termination is provided to the Date of Termination, in the event of an Ordinary Termination as provided in this Section 4, the Executive shall be entitled to receive all compensation and benefits (pursuant to this Agreement) as if Notice of Termination had not occurred, provided that the Annual Incentive payout shall be the Average Incentive Amount, as set forth in Section 6 (the “Average Incentive Amount”). The Company (but not the Executive) may, at its option, elect not to keep the Executive employed for any notice period specified within the required Notice of Termination, and instead may terminate the Executive’s employment immediately or upon such date as it determines appropriate (the “Section 4(e) Termination Date”), provided that, in the case of such an Ordinary Termination as provided by this Section 4, the Company must then pay to the Executive on the Payment Date (as defined in Section 7(e)) in a lump sum cash payment a sum that reflects the amount the Executive would have earned had he remained an employee through the date originally specified in the Notice
|
5.
|
COMPENSATION
|
(a)
|
Base Salary:
During the term of the Executive’s employment hereunder, the Company shall pay to the Executive a gross annual base salary in the amount of US$950,000. The base salary and any adjustments to the base salary shall be approved by the Compensation Committee of PartnerRe Ltd.’s Board of Directors (the “
Compensation
Committee
”) (which salary, as adjusted from time to time, is referred to herein as “
Base
Salary
”). The Base Salary shall be paid in equal installments in accordance with normal payroll practices of the Company but not less frequently than monthly. Base Salary may be increased (but not decreased) annually at the discretion of the Compensation Committee. Base Salary payments (including any increased Base Salary payments) hereunder shall not in any way limit or reduce any other obligation of the Company hereunder, and no other compensation, benefit or payment hereunder shall in any way limit or reduce the obligation of the Company to pay the Executive’s Base Salary hereunder.
|
(b)
|
Annual Incentive:
During the term of the Executive’s employment hereunder, the Executive will be eligible to receive annual incentive compensation in an amount based upon PartnerRe’s then applicable fiscal year determined in the sole discretion of the Compensation Committee in accordance with PartnerRe’s Annual Incentive Guidelines (the “
Annual Incentive
”; Annex 3). The Executive’s target Annual Incentive as a percentage of his Base Salary shall be 125% (the “
Target Annual Incentive
”). In no event shall the Annual Incentive be paid later than March 15 of the year following the year with respect to which such Annual Incentive is payable.
|
(c)
|
Equity:
The Executive will be eligible to participate in the equity plans of PartnerRe Ltd. (the “
Plans
”; Annex 4). The Executive shall receive equity awards at the sole discretion of the Compensation Committee and in accordance with, and subject to, the terms of the Plans and any agreement executed by the Executive in connection therewith (any such agreement, an “
Equity Award Agreement
”). On an annual basis, so long as the executive compensation package established by the Compensation Committee so provides, the Executive’s annual target equity award value shall be US$2,000,000 (“
Target Equity Award
”);
provided, however
, that, the actual amount and type of equity awards, if any, granted (or otherwise made available to be granted to the Executive at the Executive’s election subject to rules and conditions established by the Compensation Committee) prior to any Notice of Termination may be different from the Target Equity Award amount in any fiscal year, as determined in the sole discretion of the Compensation Committee and in accordance with, and subject to, the terms of the Plans and any Equity Award Agreement.
|
(d)
|
Benefit Plans:
During the term of this Agreement, in addition to the benefit plans applicable in Switzerland, the Executive shall be eligible to participate in all of the applicable benefit plans and perquisite programs of the Company that are available to other executives of the Company, as applicable, on the same terms as such other executives (“
Benefit Plans
”). The Company may at any time or from time to time amend, modify, suspend or terminate any Executive benefit plan, program or arrangement so long as such amendment, modification, suspension or termination affects all executives similarly. A list of the current Benefit Plans, in which the Executive is eligible to participate, is set forth in the attached Annexes.
|
(e)
|
Retention Bonus:
In connection with PartnerRe Ltd.’s entry into the merger agreement between PartnerRe Ltd., EXOR, N.V., Pillar Ltd. and, solely with respect to certain sections of the merger agreement, EXOR S.p.A., dated August 2, 2015, pursuant to which Pillar Ltd. will be merged with and into PartnerRe (the “
Merger
”), the Executive will be eligible to receive a cash retention award in the amount of US$950,000 (the “
Retention Award
”). The Executive will be eligible for the Retention Award if he (i) maintains his status as an active employee of PartnerRe Ltd. or one of its subsidiaries in good standing through the Retention Date, (ii) maintains fully satisfactory performance as confirmed by his line manager up to the Retention Date (as defined below) and (iii) maintains full compliance with all PartnerRe Ltd. policies, such as the Code of Business Conduct & Ethics and any other applicable PartnerRe Ltd. policies through the Retention Date. If the Executive satisfies the conditions described in the preceding sentence and the Merger has taken place, he will be eligible for the
|
6.
|
COMPENSATION UPON RETIREMENT
|
7.
|
ADDITIONAL COMPENSATION UPON TERMINATION
|
(a)
|
If (i) the Company terminates the employment of the Executive pursuant to Section 4(c) or (ii) the Executive terminates his employment without a valid reason, the Company shall pay to the Executive, within 30 days after the Date of Termination, all Accrued Base Salary and Benefits through the Date of Termination and any Annual Incentive earned in respect of the previous completed fiscal year but not paid as of the Date of Termination. The Company shall have no further obligations to the Executive after the Date of Termination.
|
(b)
|
If the Executive’s employment terminates due to his death or disability, the Company shall pay or provide to the Executive, or his legal representative or estate, as the case may be, within 30 days after the Date of Termination (or if required by Section 7(e) on the Payment Date), in addition to the Accrued Salary and Benefits and any Annual Incentive earned in respect of the previous completed fiscal year but not paid as of the Date of Termination, the following:
|
(c)
|
If the Executive’s employment terminates for any reason other than the reasons described in Section 6 or Section 7(a) or 7(b), the Executive shall be entitled to the following payments and benefits: (1) an amount equal to the sum of the following, to be paid or provided on the Payment Date: (i) the Accrued Salary and Benefits plus the Annual Incentive earned in respect of the previous completed fiscal year but not paid as of the Date of Termination, (ii) the pro rata portion of the Average Incentive Amount determined based on the number of days elapsed in the current fiscal year as of the Date of Termination, (iii) 12 months’ Base Salary at the rate in effect on the Date of Termination, paid in a lump sum, and (iv) the Average Incentive Amount; (2) the Executive and his dependents, as applicable, shall continue to be eligible to participate in the Company’s health plans on the same basis as an
|
(d)
|
Notwithstanding the foregoing, if the Executive’s employment terminates under circumstances for which a CIC award is provided under the CIC Policy referenced in Section 24 hereof, the provisions of Section 24 shall govern. In the event the Company terminates the Executive’s employment for any reason described in Section 7(c) after a Significant Transaction as defined in the CIC Policy, as modified by this subsection, the provisions of Section 4 shall apply to provide for advance notice of termination by the Company or Executive, respectively, and Executive shall be entitled to receive his Accrued Salary and Benefits and any Annual Incentive and an amount equal to the value of any equity award earned in respect of the previous completed fiscal year but not paid as of the Date of Termination and any payments under Section 4(e) if applicable and continued benefits as provided in this Agreement, in the same manner as if a Significant Transaction had not occurred. For avoidance of doubt, this subsection shall apply in any circumstance of Ordinary Termination by the Company or resignation by the Executive, within the time provided in the CIC Policy, after being removed from reporting to the CEO in connection with a Significant Transaction as defined by the CIC Policy as modified by this subsection. Notwithstanding anything stated in this subsection, the provisions of the CIC Policy shall not govern in any circumstance in which the value of the payments due to Executive under another provision of this Employment Agreement would be greater than the value of the payments due to Executive under the CIC Policy as modified by this subsection.
|
(e)
|
In the event of the Executive’s termination of employment other than by the Company with immediate effect under Section 4(c) or by the Executive as an Ordinary Termination, or due to the Executive’s death, and in the case of a termination under Section 7(d) after a Significant Transaction, the Executive agrees to execute a general release in a form acceptable to the Company (such acceptance will not be unreasonably withheld). The payments and provision of benefits to the Executive required by this Section (other than the Accrued Salary and Benefits and any Annual Incentive and any equity award earned in respect of the previous completed fiscal year but not paid as of the Date of Termination)
|
(f)
|
Notwithstanding any other provision of this Agreement to the contrary (other than the provisions of Section 25 relating to amounts subject to Section 409A), in the event that the Executive is entitled to payment of any earned amounts attributable to a fiscal year prior to the Date of Termination and if such amounts are not determined as of the date on which such amounts are to be paid pursuant to the provisions of this Agreement, such amounts shall be paid to the Executive as soon as such amounts are determined and, in any event, not later than the time that such amounts would have been paid to the Executive if he had remained employed.
|
8.
|
INDEMNIFICATION
|
9.
|
EXPENSES AND REPRESENTATION ALLOWANCE
|
(a)
|
Expenses: During the term of this Agreement, the Executive shall be entitled to receive prompt reimbursement from the Company of all reasonable expenses incurred by the Executive in promoting the business of the Company and in performing services hereunder, including all expenses of travel and entertainment and living expenses while away from home on business or at the request of, or in the service of the Company;
provided that
such expenses are incurred and accounted for in accordance with the policies and procedures established by the Company, as applicable, from time to time. Without limited the generality of the foregoing, the Executive must submit reimbursement requests within one year after incurring the underlying expense, provided that no reimbursements shall occur more than twelve months after the expense is submitted for reimbursement. To the extent that any such reimbursements are taxable to the Executive under the law of any jurisdiction other than the principal place of employment, the provisions of Section 25 shall apply. Finally, in the event that all or part of the employment sourced income becomes subject to income tax in any jurisdiction other than the principal place of employment as a result of business related travel, the Company will reimburse you with respect to such taxes (including penalties and interest, if applicable) so that the tax impact on you is the same as if all your Company sourced income was received in the place of your principal place of employment. The provisions of this Section 9(a) shall survive the termination of this Employment Agreement.
|
(b)
|
Annual housing allowance:
During the term of this Agreement, the Executive shall be entitled to receive a gross annual housing allowance in the amount of CHF 92,088. The annual housing allowance and any adjustments to the annual housing allowance shall be approved by the Compensation Committee.
|
(c)
|
School Allowance:
During the term of this Agreement, the Executive shall be entitled to receive an annual allowance of CHF 55,000 per child in school fees for his children to attend an international school in Switzerland until the completion of secondary education.
|
(d)
|
Allowance for Tax Advice:
The Executive shall be entitled to reimbursement for reasonable tax advice and preparation.
|
10.
|
SOCIAL SECURITY CONTRIBUTIONS
|
11.
|
PENSION PLAN
|
12.
|
TAXES
|
13.
|
ILLNESS INSURANCE COVERAGE
|
(a)
|
In case of the Executive’s inability to perform his duties under this Employment Agreement due to illness, the Executive shall receive his salary according to the terms and conditions of the insurance for loss of earnings due to illness. The Company shall bear the contributions for the insurance for loss of earnings.
|
(b)
|
If there is no insurance for loss of earnings due to illness, the Employer’s obligation to continue to pay the Executive’s salary is determined by Art. 324a of the Code of Obligations.
|
(c)
|
The Executive’s medical coverage shall continue with Sanitas Medical Insurance Co. The cover includes medical treatment costs in the private ward of hospitals as well as medical treatment costs worldwide. The premiums for this cover are paid by PartnerRe Global.
|
14.
|
ACCIDENT INSURANCE COVERAGE
|
15.
|
VACATION
|
(a)
|
The Executive is entitled to 5 weeks of paid vacation (25 working days) per year.
|
(b)
|
The vacation dates shall be subject to the prior approval of the CEO.
|
16.
|
CONFIDENTIALITY, TRADE SECRETS
|
17.
|
COMPANY PROPERTY
|
18.
|
INTELLECTUAL PROPERTY RIGHTS
|
19.
|
NON-COMPETITION AND NON-SOLICITATION
|
(a)
|
Solicit, encourage, induce or accept business (i) from any clients of the Company or its affiliates or its parent, (ii) from any prospective clients whose business the Company or any of its affiliates or its parent is in the process of soliciting at the time of the Executive’s termination, or (iii) from any former clients that had been doing business with the Company or its affiliates or its parent within one year prior to the Executive’s termination; or
|
(b)
|
Solicit or hire any employee of the Company or its affiliates or its parent to terminate such employee’s employment with the Company;
provided that
nothing contained in this Section 19 shall prohibit the Executive from owning 2.5% or less of the outstanding stock of any corporation listed on a national
|
20.
|
MISCELLANEOUS
|
(a)
|
This Agreement is personal to the Executive and without the prior written consent of the Company shall not be assignable by the Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive’s legal representatives or heirs.
|
(b)
|
This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.
|
(c)
|
For the purposes of this Agreement, notices, demands and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when hand delivered or (unless otherwise specified) when mailed by registered mail, return receipt requested, postage prepaid, addressed as follows:
|
(d)
|
The parties hereto agree that this Agreement contains the entire understanding and agreement between them, and supersedes all prior understandings and agreements between the parties, including, without limitation, the Employment Agreement by and between the Executive effective October 1, 2010, respecting the provision of services by the Executive to the Company other than the provisions of any Plan or Benefit Plan or award or other instrument entered into thereunder and any prior communications or agreements between the Executive and PartnerRe Ltd. and/or the Company with respect to the matters set forth in Section 5(e) of this Agreement.
|
(e)
|
The parties further agree that the provisions of this Agreement may not be amended, modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by the parties hereto. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.
|
(f)
|
The form and timing of all payments under this Agreement shall be made in a manner which complies with all applicable laws, rules and regulations.
|
(g)
|
Except as set forth in the Plans, Equity Award Agreements or Benefit Plans, no agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not set forth expressly in this Agreement.
|
21.
|
SEVERABILITY AND JUDICIAL MODIFICATION
|
22.
|
SURVIVORSHIP
|
23.
|
GOVERNING LAW AND JURISDICTION
|
24.
|
CHANGE OF CONTROL
|
25.
|
SECTION 409A AND SECTION 457A
|
(a)
|
Notwithstanding any other provision of this Agreement to the contrary, if any payment or benefit hereunder is subject to Section 409A and if such payment or benefit is to be paid or provided on account of the Executive’s Date of Termination (or other separation from service or termination of employment) and if the Executive is a specified employee (within the meaning of Section 409A(a)(2)(B) of the Code), then with respect to such payments or benefits that are required to be made or provided prior to the first day of the seventh month following the Executive’s separation from service or termination of employment, such payment or benefit shall be delayed until the first day of the seventh month following the Executive’s separation from service.
|
(b)
|
Any payments to be made under this Agreement upon a termination of employment shall only be made upon a “separation from service” under Section 409A.
|
(c)
|
The determination as to whether the Executive has had a termination of employment (or separation from service) shall be made in accordance with the default provisions of Section 409A or Section 457A, as applicable, without application of any of alternative reductions of bona fide services permitted thereunder.
|
(d)
|
Any installment payments hereunder shall be treated as separate payments for purposes of Section 409A.
|
(e)
|
To the extent that any reimbursements or in-kind benefits provided hereunder (including any Annex or Exhibit hereto) are taxable to the Executive, the amount of the expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the amount of reimbursements or in-kind benefits to be provided in any subsequent calendar year, the reimbursement of an eligible expense shall be made on or before the last day of the calendar year following the calendar year in which the expense was incurred, and the right to reimbursement of expenses or in-kind benefits shall not be subject to liquidation or exchange for any other benefit.
|
26.
|
ANNEXES
|
|
Name: David Zwiener
|
Title: Chief Executive Officer, PartnerRe Ltd.
|
|
Name: Executive – Emmanuel Clarke
|
Place, Date:
|
1.
|
Articles of Incorporation and Regulations
|
2.
|
Terms and Conditions of Employment
|
3.
|
Annual Incentive Plan
|
4.
|
Equity Plans of PartnerRe Ltd.
|
5.
|
Change in Control Policy (CIC)
|
1.
|
EMPLOYMENT
|
2.
|
EFFECTIVE DATE
|
3.
|
POSITION AND DUTIES
|
(a)
|
The Executive shall serve as Executive Vice President and Chief Financial Officer of the Company and shall report directly to the Chief Executive Officer of the Company (the “
CEO
”). The Executive shall perform such duties and exercise such supervision and powers with regard to the business of the Company as are consistent with such positions with a multi-national reinsurance company, including any reasonable duties and services consistent with such positions and as may be prescribed
|
(b)
|
Subject to (a) above, the Executive also agrees to serve as an officer and/or director of any subsidiary of the Company without additional compensation.
|
(c)
|
Except during customary vacation periods and periods of illness, the Executive shall, during his employment hereunder, devote substantially his full business time and attention to the performance of services for the Company. The Company hereby acknowledges that the Executive shall be permitted to devote a reasonable amount of his business time, conducted simultaneously with the discharge of his duties to the Company and with the prior consent of the CEO, to (a) the management of personal and family investments and affairs, (b) with the consent of the CEO, serving on the board of directors and/or acting as an officer of any not-for-profit entities that are not engaged in businesses similar to the Company or (c) with the consent of the CEO, serving on the board of directors of any private or public companies that are not engaged in businesses similar to the Company;
provided that
in the Executive and the CEO’s reasonable judgment, such activities do not materially interfere or affect the duties of the Executive owed to the Company.
|
4.
|
PLACE OF PERFORMANCE
|
5.
|
COMPENSATION AND RELATED MATTERS
|
(a)
|
Base Salary
. During the term of the Executive’s employment hereunder, the Company shall pay to the Executive a base salary at an aggregate initial rate as provided in the attached Schedule I, which shall be approved by the Compensation Committee of the Board of PartnerRe Ltd. (the “
Compensation Committee
”) (which salary, as adjusted from time to time, is referred to herein as “
Base Salary
”). The Base Salary shall be paid in equal installments in accordance with normal payroll practices of the Company but not less frequently than monthly. Base Salary may be increased (but not decreased) annually at the discretion of the Compensation Committee. Base Salary payments (including any increased Base Salary payments) hereunder shall not in any way limit or reduce any other obligation of the Company hereunder, and no other compensation, benefit or payment hereunder shall in any way limit or reduce the obligation of the Company to pay the Executive’s Base Salary hereunder.
|
(b)
|
Annual Incentive
. During the term of the Executive’s employment hereunder, the Executive will be eligible to receive annual incentive compensation in an amount based upon the Company’s then applicable fiscal year determined in the sole discretion of the Compensation Committee in accordance with the Company’s Annual Incentive Guidelines (the “
Annual Incentive
”). The Executive’s target Annual Incentive as a percentage of his Base Salary is set forth on the attached Schedule I (the “
Target Annual Incentive
”). In no event shall the Annual Incentive be paid later than March 15th of the year following the year with respect to which such Annual Incentive is payable.
|
(c)
|
Equity
. The Executive will be eligible to participate in the equity plans of PartnerRe Ltd. (the “
Plans
”). The Executive shall receive equity awards at the sole discretion of the Compensation Committee and in accordance with, and subject to, the terms of the Plans and any agreement executed by the Executive in connection therewith (any such agreement, an “
Equity Award Agreement
”). On an annual basis, so long as the executive compensation package established by the Compensation Committee so provides, Executive shall receive equity awards with the value of such awards equal to the dollar amount set forth in the attached Schedule I (“T
arget Equity Award
”);
provided, however
, that, the actual amount and type of equity awards, if any, granted (or otherwise made available to be granted to the Executive at the Executive’s election subject to rules and conditions established by the Compensation Committee) prior to any Notice of Termination may be different from the Target Equity Award amount in any fiscal year, as determined in the sole discretion of the Compensation
|
(d)
|
Expenses
. During the term of this Agreement, the Executive shall be entitled to receive prompt reimbursement from the Company of all reasonable expenses incurred by the Executive in promoting the business of the Company and in performing services hereunder, including all expenses of travel and entertainment and living expenses while away from home on business or at the request of or in the service of the Company;
provided that
such expenses are incurred and accounted for in accordance with the policies and procedures established by the Company, as applicable, from time to time. Without limiting the generality of the foregoing, the Executive must submit reimbursement requests within one year after incurring the underlying expense,
provided that
no reimbursements shall occur more than twelve months after the expense is submitted for reimbursement and to the extent that any such reimbursements are taxable to the Executive under the law of any jurisdiction other than the principal place of employment, the provisions of Section 23 shall apply. Finally, in the event that all or part of the employment sourced income becomes subject to income tax in any jurisdiction other than the principal place of employment as a result of business related travel, the Company will reimburse you with respect to such taxes (including penalties and interest, if applicable) so that the tax impact on you is the same as if all your Company sourced income was received in the place of your principal place of employment. The provisions of this Section (d) shall survive the termination of this Employment Agreement.
|
(e)
|
Benefit Plans
. During the term of this Agreement, the Executive shall be eligible to participate in all of the applicable PartnerRe US benefit plans and perquisite programs of the Company that are available to other executives of the Company, as applicable, on the same terms as such other executives (“
Benefit Plans
”).The Company may at any time or from time to time amend, modify, suspend or terminate any employee benefit plan, program or arrangement so long as such amendment, modification, suspension or termination affects all executives similarly. A list of the current Benefit Plans in which the Executive is eligible to participate, is set forth on the attached Schedule I.
|
(f)
|
Supplemental CIC Payment
. Following and contingent upon the consummation of the transactions contemplated by the merger agreement between the Company, EXOR, N.V., Pillar Ltd. and, solely with respect to certain sections of the merger agreement, EXOR S.p.A., dated August 2, 2015, pursuant to which Pillar Ltd. will be merged with and into the Company (the “
Merger
”), with the Company continuing as the surviving company and a wholly owned subsidiary of EXOR N.V. (the “
Surviving Company
”), in the event that (i) you are not appointed Chief Financial Officer of the Surviving Company on or prior to July 1, 2016, other than as a result of your voluntary resignation prior to such date, and (ii) you terminate your employment for Good Reason (as defined in the Company’s Change in Control Policy as approved by the Compensation Committee and any amendment thereto (the “
CIC Policy
”)) after July 1, 2016 and within 12 months following the closing date of the Merger, you will be eligible to receive a cash payment in the amount of $2,776,452 (the “
Supplemental Payment
”). Payment of the Supplemental Payment will be contingent upon your execution and non-revocation of the general release described in Section 8(e) hereof and will be payable by the Surviving Company on the Payment Date, as defined in Section 8(e) hereof. For the avoidance of doubt, the Supplemental Payment will not become payable in the event that the Merger is not consummated or if you are appointed Chief Financial Officer of the Surviving Company on or prior to July 1, 2016. For the further avoidance of doubt, any payments pursuant to this section shall be in addition to any amounts payable pursuant to Section 8(c) and/or Section 22 hereof, as applicable.
|
6.
|
TERMINATION
|
(a)
|
Death, Disability or Retirement.
|
(i)
|
The Executive’s employment hereunder shall terminate upon his death.
|
(ii)
|
If the Executive shall have qualified for long-term disability benefits under any Company long-term disability insurance arrangement in which he is participating, then the Company may at any time after the date of such qualification, subject to the requirements of any applicable disability laws, give to the Executive a Notice of Termination (as defined in Section 6(d) hereof) and the Executive’s employment hereunder shall terminate on the Date of Termination described in Section 6(e) hereof.
|
(iii)
|
The Executive’s employment hereunder shall terminate upon his retirement. The Executive will have the option to retire as of February 21, 2022. Retirement for purposes of the Employment Agreement shall be defined as the Executive giving a Notice of Termination to terminate his employment without Good Reason on or after February 21, 2022, when he will qualify for retirement benefits under the retirement plan or policy in place in the Executive’s country of employment at the time that Executive gives such Notice of Termination.
|
(b)
|
Termination by the Company
. The Company may terminate the Executive’s employment hereunder (i) for Cause at any time or (ii) without Cause by providing twelve months’ prior written notice to the Executive. For the purposes of this Agreement, the Company shall have “
Cause
” to terminate the Executive’s employment hereunder upon (A) the engaging by the Executive in gross negligence or wilful misconduct which is demonstrably injurious to the Company or any of its subsidiaries, or (B) wilful and intentional failure to comply in all material respects with the direction of the Company, or (C) the wilful and intentional material breach of this Employment Agreement;
provided in each case
that the Board shall have first provided the Executive with written notice identifying the act or acts or failure or failures to act or comply said to constitute Cause within 90 days after the occurrence of such act or failure to act or comply, or within 90 days of when the Company should have been reasonably expected to know of such occurrence, and the Executive shall have failed to cure the deficiency within 30 days after receipt of such notice, and the Company terminates Executive’s employment within 60 days following the expiration of the cure period in the event the deficiency is not cured; or (D) the conviction, a plea of guilty or a plea of no contest of the Executive for a serious criminal act. For purposes of this paragraph, no act, or failure to act, on the Executive’s part shall be considered “wilful” unless done, or omitted to be done, by Executive not in good faith and without reasonable belief that said action or omission was in the best interest of the Company.
|
(c)
|
Termination by the Executive
. The Executive may terminate his employment hereunder (i) with Good Reason at any time or (ii) without Good Reason by providing twelve months’ prior written notice to the Company. For purposes of this Agreement, “
Good Reason
” shall mean without the Executive’s written consent (A) a failure by the Company to comply with any material provision of this Agreement, including a change in the Executive’s principal place of employment; (B) the assignment to the Executive by the Company of duties inconsistent in a material adverse respect with the Executive’s position, authority, duties or responsibilities with the Company, as applicable, as in effect on the Effective Date including, but not limited to, any material reduction in such position, authority, duties or responsibilities, or a change in the Executive’s titles as then in effect, except in connection with the termination of his employment on account of his death, disability or for Cause or without Cause, (C) without the Executive’s prior written consent, any reduction in Base Salary and annual benefits in accordance with provisions of Schedule I, (D) material adverse change in Executive’s reporting relationship (which shall include no longer reporting to the group CEO), (E) change in the condition of employment or (F) any purported termination of the Executive’s employment by the Company which is not effected pursuant to a Notice of Termination satisfying the requirements of Section 6(d) hereof;
provided
that
in order to terminate his employment with Good Reason, the Executive shall have first provided the Board with written notice identifying the act or acts or failure or failures to act said to constitute Good Reason within 90 days of the occurrence of such act(s), or within 90 days of when the Executive should have been reasonably expected to know of such occurrence, and the Board shall have failed to cure the deficiency within 30 days after receipt of such notice and the Executive provides a Notice of Termination on account of Good Reason within 60 days following the expiration of the cure period in the event the deficiency is not cured.
|
(d)
|
Notice of Termination
. Any termination of the Executive’s employment by the Company or by the Executive (other than for death) shall be communicated by written Notice of Termination to the other party hereto (“
Date of Notice
”). For purposes of this Agreement, a “
Notice of Termination
” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon
|
(e)
|
Date of Termination
. “
Date of Termination
” shall mean (i) if the Executive’s employment is terminated by his death, the date of his death, (ii) if the Executive’s employment is terminated by his disability pursuant to Section 6(a)(ii) hereof, the date specified in the Notice of Termination, (iii) if the Executive’s employment is terminated by the Company without Cause or by the Executive without Good Reason, the date specified in the Notice of Termination, which shall be not less than twelve months after such Notice is delivered, (iv) if the Executive’s employment is terminated by the Company for Cause or if the Executive voluntarily terminates his employment with Good Reason, the date specified in the Notice of Termination, which can be immediate, or in the case of the Executive voluntarily terminating with Good Reason, a date up to twelve months after such notice is delivered, subject to the provisions of Section 6(c)(i), or (v) if the Executive terminates his employment because of his retirement pursuant to Section 7, the date specified in the Notice of Termination. The Date of Termination shall also include any Section 6(f) Termination Date.
|
(f)
|
Compensation During Notice Period
. During the period from the Date of Notice to the Date of Termination, in the event of a termination as provided under Section 6(b)(ii) or 6(c) hereof, the Executive shall be entitled to receive all compensation and benefits (pursuant to this Agreement and as detailed in Schedule I) as if Notice of Termination had not occurred, provided that the Annual Incentive payout shall be the Average Incentive Amount, as set forth in Schedule I (the “
Average Incentive Amount
”). The Company (but not the Executive) may, at its option, elect not to keep the Executive employed for any notice period specified within the required Notice of Termination, and instead may terminate the Executive’s employment immediately or upon such date as it determines appropriate (the “
Section 6(f) Termination Date
”);
provided that
, in the case of such a termination as provided by Section 6(b)(ii) or Section 6(c) hereof, the Company must then pay to the Executive on the Payment Date (as defined in Section 8(e)) in a lump sum cash payment a sum that reflects the amount the Executive would have earned had he remained an employee through the date originally specified in the Notice of Termination as the Date of Termination. Notwithstanding an early termination under this Section 6(f), the covenants detailed in Section 12 of the Agreement shall continue to be effective as provided in Section 12.
|
(g)
|
Removal from Boards and Positions
. If the Executive’s employment is terminated for any reason under this Agreement, he shall be deemed to resign effective on the Date of Termination (i) if a director, from the Board or board of directors of any subsidiary or affiliate of the Company and (ii) from any position with the Company or any subsidiary or affiliate of the Company, including, but not limited to, as an officer of the Company or any of its subsidiaries or affiliates.
|
7.
|
COMPENSATION UPON RETIREMENT
|
8.
|
COMPENSATION UPON TERMINATION
|
(a)
|
If (i) the Company terminates the employment of the Executive for Cause or (ii) the Executive terminates his employment without Good Reason, the Company shall pay to the Executive, within 30 days after the Date of Termination, all accrued Base Salary and benefits through the Date of Termination (the “
Accrued Salary and Benefits
”) and any Annual Incentive earned in respect of the previous completed fiscal year but not paid as of the Date of Termination. The Company shall have no further obligations to the Executive after the Date of Termination.
|
(b)
|
If the Executive’s employment terminates due to his death or disability, the Company shall pay or provide to the Executive, or his legal representative or estate, as the case may be, within 30 days after the Date of Termination (or if required by Section 8(e) on the Payment Date), in addition to the Accrued Salary and Benefits and any Annual Incentive earned in respect of the previous completed fiscal year but not paid as of the Date of Termination, the following:
|
(i)
|
Upon his death, the Company shall pay or provide to the Executive’s spouse or, if Executive does not have a spouse at the time of death, to Executive’s dependent children or other dependents as directed by the Executive in writing prior to death, or if Executive has not provided any such written direction, to Executive’s estate, the following:
|
(A)
|
12 months Base Salary;
|
(B)
|
a payment equal to the target Annual Incentive for the fiscal year in which the Date of Termination occurs;
|
(C)
|
a payment equal to the pro rata portion of the Average Incentive Amount determined as of the Date of Termination based on the number of days elapsed in the current fiscal year as of the Date of Termination; and
|
(D)
|
Health Coverage as provided in Schedule I to this Agreement.
|
(ii)
|
If the Company terminates the employment of the Executive by reason of disability, the Company shall, after the Date of Termination:
|
(A)
|
pay to the Executive, not less frequently than monthly (beginning on the Payment Date), the amount of any difference between the level of long-term disability benefits required to be maintained under the Benefit Plans, and the amount actually paid in satisfaction of such benefits by insurance, for so long as the Executive remains disabled and therefore entitled to such benefits;
|
(B)
|
take actions necessary such that all Options and all equity awards granted to the Executive under the Plans and Equity Award Agreements which remain unvested as of the Date of Termination shall immediately vest and shall be paid or settled as of the Payment Date, or, if applicable, shall remain exercisable until the same date as would have applied if the Executive’s employment had not been terminated (provided that any payment or settlement provisions set forth in such grant, award, or other similar agreement that are required to avoid tax penalties for the Executive pursuant to Section 409A shall remain effective);
|
(C)
|
pay to the Executive a payment equal to the pro rata portion of the Average Incentive Amount determined as of the Date of Termination based on the number of days elapsed in the current fiscal year as of the Date of Termination; and
|
(D)
|
following the Date of Termination pursuant to this Section 8(b)(ii), ensure that the Executive’s Health Coverage under the Benefit Plans as described in Schedule I shall continue to be provided at the Company’s expense.
|
(c)
|
If the Executive’s employment terminates for any reason other than the reasons described in Section 7 or Section 8(a) or (b), the Executive shall be entitled to the following payments and benefits: (1) an amount equal to the sum of the following, to be paid or provided on the Payment Date: (i) the Accrued Salary and Benefits plus the Annual Incentive earned in respect of the previous completed fiscal year but not paid as of the Date of Termination, (ii) the pro rata portion of the Average Incentive Amount determined based on the number of days elapsed in the current fiscal year as of the Date of Termination, (iii) 12 months’ Base Salary at the rate in effect on the Date of Termination, paid as a lump sum, and (iv) the Average Incentive Amount; (2) the Company shall provide any continued benefits provided for on Schedule I to this Agreement; (3) except as provided in subparagraph (4) below, the Company shall take all actions necessary such that a proportionate share (based on the number of days in the then-current vesting period elapsed prior to the Date of Termination as compared to the total number of days in the then-current vesting period) of all outstanding Options and all other outstanding equity awards granted to the Executive under the Plans and Equity Award Agreements which remain unvested as of the Date of Termination shall immediately vest and shall be paid or settled as of the Payment Date, or, if applicable, shall remain exercisable until the same date as would have applied if the Executive’s employment had not been terminated; and (4) the Company shall take all actions necessary such that all outstanding performance share units (or other outstanding performance-based equity awards) granted to the Executive under the Plans and Equity Award Agreements for which the performance period has not been completed prior to the Date of Termination shall be earned on a proportionate basis (based on the number of days elapsed from the first day of the performance period through the Date of Termination as compared to the total number of days in the performance period) at the target level of performance and shall be fully vested on such proportionate basis and the Executive shall be entitled to payment or settlement thereof as of the Payment Date;
provided, however
, that any payments or settlements under subparagraphs (3) and (4) shall not be paid on the Payment Date and shall instead be paid on the date specified under the applicable Equity Award Agreement to the extent that payment on the Payment Date would result in any excise tax being imposed on the Executive under Section 409A of the U.S. Internal Revenue Code of 1986, as amended (the “
Code
”). Any awards that are not vested or earned pursuant to the provisions of subparagraphs (3) and (4) shall be forfeited as of the Date of Termination. Notwithstanding the provisions of subparagraphs (3) and (4), if the Executive’s employment is terminated by the Company without Cause after the Executive becomes eligible for retirement (as defined under Section 6(a)(iii)), any outstanding equity awards held by the Executive shall be treated in accordance with the retirement provisions of the applicable Equity Award Agreements as if the Executive had ceased being an employee as a result of retirement. For the avoidance of doubt, if the Executive’s employment is terminated pursuant to this Section 8(c), the Executive shall receive any payments to which he is entitled under Section 6(f) (to the extent that Section 6(f) is applicable) in addition to any payments and benefits to which he is entitled under this Section 8(c). Any payments pursuant to this Section 8(c) shall be made in a cash lump sum.
|
(d)
|
Notwithstanding the foregoing, if the Executive’s employment terminates under circumstances for which a CIC award is provided under the CIC Policy referenced in Section 22 hereof, the provisions of Section 22 shall govern. In the event the Executive’s employment terminates for any reason described in Section 8(c) after a Significant Transaction as defined in the CIC Policy, as modified by this subsection, the provisions of Sections 6(e) and 6(f) shall apply to provide for advance notice of termination by the Company or Executive, respectively, and Executive shall be entitled to receive his Accrued Salary and Benefits and any Annual Incentive and an amount equal to the value of any equity award earned in respect of the previous completed fiscal year but not paid as of the Date of Termination and any payments under Section 6(f) if applicable and continued benefits as provided on Schedule I of this Agreement, in the same manner as if a Significant Transaction had not occurred. For avoidance of doubt, this subsection shall apply in any circumstance in which Executive resigns or is terminated without Cause, within the time provided in the CIC Policy, after being removed from reporting to the CEO in connection with a Significant Transaction as defined by the CIC Policy as modified by this subsection. Notwithstanding anything stated in this subsection, the provisions of the CIC Policy shall not govern in any circumstance in which the value of the payments due to Executive
|
(e)
|
In the event of the Executive’s termination of employment other than by the Company for Cause, the Executive without Good Reason, or due to the Executive’s death, and in the case of a termination under Section 8(d) after a Significant Transaction, the Executive agrees to execute a general release in a form acceptable to the Company (such acceptance will not be unreasonably withheld). The payments and provision of benefits to the Executive required by Section 5(f), Section 7 or Sections 8(b), (c) and (d) (other than the Accrued Benefits and any Annual Incentive and any equity award earned in respect of the previous completed fiscal year but not paid as of the Date of Termination) shall be conditioned on the Executive’s delivery (and non-revocation prior to the expiration of the revocation period contained in the release) of such release prior to the date which is 60 days after the earlier of the Date of Termination or the Section 6(f) Termination Date if applicable (the “
Payment Date
”);
provided that
, if the 60-day period begins in one tax year and ends in another tax year, any such payments shall not be made until the beginning of the second tax year. If the foregoing requirements are not satisfied on the Payment Date, the Executive shall not be entitled to any payments or benefits that are conditioned upon satisfaction of the requirements of this Section 8(e). In the event that any of the payments or benefits subject to this Section 8(e) are not subject to Section 409A of the Code, the Company, in its discretion, may accelerate any such payment to a date that is on or after the Date of Termination and on or before the Payment Date and may pay benefits even if the Executive executes the general release after the Payment Date,
provided that
the requirements of this Section 8(e) are satisfied as of the date of payment.
|
(f)
|
Notwithstanding any other provision of this Agreement to the contrary (other than the provisions of Section 23 relating to amounts subject to Section 409A), in the event that the Executive is entitled to payment of any earned amounts attributable to a fiscal year prior to the Date of Termination and if such amounts are not determined as of the date on which such amounts are to be paid pursuant to the provisions of this Agreement, such amounts shall be paid to the Executive as soon as such amounts are determined and, in any event, not later than the time that such amounts would have been paid to the Executive if he had remained employed.
|
9.
|
INDEMNIFICATION
|
10.
|
TAXES
|
11.
|
CONFIDENTIALITY
|
12.
|
COVENANTS NOT TO COMPETE OR INTERFERE
|
(a)
|
Solicit, encourage, induce or accept business (i) from any clients of the Company or its affiliates, (ii) from any prospective clients whose business the Company or any of its affiliates is in the process of soliciting at the time of the Executive's termination, or (iii) from any former clients which had been doing business with the Company or its affiliates within one year prior to the Executive’s termination; or
|
(b)
|
Solicit or hire any employee of the Company or its affiliates to terminate such employee's employment with the Company;
provided that
nothing contained in this Section 12 shall prohibit the Executive from owning 2.5% or less of the outstanding stock of any corporation listed on a national stock exchange or included in the NASDAQ Stock Markets, or from making investments in or from serving as an officer or employee of a firm or corporation which is not directly or indirectly engaged in the same type of business as the Company.
|
13.
|
PROPERTY
|
14.
|
SUCCESSORS; BINDING AGREEMENT
|
(a)
|
This Agreement is personal to the Executive and without the prior written consent of the Company shall not be assignable by the Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive’s legal representatives or heirs.
|
(b)
|
This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.
|
15.
|
NOTICE
|
16.
|
GOVERNING LAW AND JURISDICTION
|
17.
|
SURVIVORSHIP
|
18.
|
ARBITRATION
|
19.
|
MISCELLANEOUS
|
(a)
|
The parties hereto agree that this Agreement contains the entire understanding and agreement between them, and supersedes all prior understandings and agreements between the parties, including without limitation, the Employment Agreement by and between the Executive effective October 1, 2010, respecting the provision of services by the Executive to the Company other than the provisions of any Plan or Benefit Plan or award or other instrument entered into thereunder.
|
(b)
|
The parties further agree that the provisions of this Agreement may not be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by the parties hereto. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.
|
(c)
|
The form and timing of all payments under this Agreement shall be made in a manner which complies with all applicable laws, rules and regulations.
|
(d)
|
Except as set forth in the Plans, Equity Award Agreements or Benefit Plans, no agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not set forth expressly in this Agreement.
|
(e)
|
Except as otherwise set forth in this Agreement, nothing expressed or referred to in this Agreement will be construed to give any Person other than the Company and the Executive any legal or equitable right, remedy or claim under or with respect to this Agreement or any provision of this Agreement.
|
20.
|
SEVERABILITY AND JUDICIAL MODIFICATION
|
21.
|
COUNTERPARTS
|
22.
|
CHANGE OF CONTROL
|
23.
|
SECTION 409A AND SECTION 457A
|
(a)
|
Notwithstanding any other provision of this Agreement to the contrary, if any payment or benefit hereunder is subject to Section 409A and if such payment or benefit is to be paid or provided on account of the Executive’s Date of Termination (or other separation from service or termination of employment) and if the Executive is a specified employee (within the meaning of Section 409A(a)(2)(B) of the Code), then with respect to such payments or benefits that are required to be made or provided prior to the first day of the seventh month following the Executive’s separation from service or termination of employment, such payment or benefit shall be delayed until the first day of the seventh month following the Executive’s separation from service.
|
(b)
|
Any payments to be made under this Agreement upon a termination of employment shall only be made upon a “separation from service” under Section 409A.
|
(c)
|
The determination as to whether the Executive has had a termination of employment (or separation from service) shall be made in accordance with the default provisions of Section 409A or Section 457A, as applicable, without application of any of alternative reductions of bona fide services permitted thereunder.
|
(d)
|
Any installment payments hereunder shall be treated as separate payments for purposes of Section 409A.
|
(e)
|
To the extent that any reimbursements or in-kind benefits provided hereunder (including any Schedule or Exhibit hereto) are taxable to the Executive, the amount of the expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the amount of reimbursements or in-kind benefits to be provided in any subsequent calendar year, the reimbursement of an eligible expense shall be made on or before the last day of the calendar year following the calendar year in
|
|
Name: David Zwiener
|
Title: Chief Executive Officer, PartnerRe Ltd.
|
Date:
|
|
Name: William Babcock
|
Date:
|
1.
Annual Base Salary
|
Effective April 1, 2015, US$614,146
|
2.
Annual Incentive
|
Target 100% of Annual Base Salary
In calculating the amount due to Executive in respect of the Annual Incentive described in Schedule I, for purposes of Section 6(f), 7, 8(b) and 8(c), the Company will pay Executive an amount that is equal to the percentage calculated by multiplying the sum of the percentage that is the payout as: % of target, as determined by the Compensation Committee, for each of the three fiscal years prior to the fiscal year in which the Notice of Termination occurs, divided by 3 (the “
Average Payout Percentage
”), and multiplying the Average Payout Percentage by the target Annual Incentive value for the fiscal year in which the Date of Notice occurs or an amount that is equal to the target Annual Incentive value for the fiscal year in which the Date of Notice occurs, whichever is the greater (the “
Average Incentive Amount
”).
|
3.
Annual Target Equity
|
Target dollar value of US$1,250,000
|
4.
US Benefit Plans
Full details of the PartnerRe US Benefit Plans are contained in the official Plan documents, which are available at the office of the Plan Administrator. PartnerRe US reserves the right to modify, discontinue or terminate any benefit or benefit plan and to implement any changes at any time, and for any reason, at its sole discretion.
|
You will be eligible for all the US Benefit Plans as set up and administered for all US Company employees, as may be changed from time to time. These currently include:
•
Health Coverage - Major Medical, Dental & Hospitalization
•
Group Term Life Insurance
•
Short & Long Term Disability
•
Accidental Death & Dismemberment.
•
401k Plan• Restoration & Salary Deferral Plan
•
5 weeks’ vacation per calendar year
•
Personal/Floating Days: 5 per calendar year
•
Paid Holidays: 10 per calendar year
•
Free Parking
If your employment is terminated by you or the Company (for any reason other than by the Company for Cause, by you without Good Reason or for Retirement, or due to Significant Transaction), you will be entitled to continued Health Coverage for you and your dependents for 24 months after the Date of Termination in the case of termination as a result of death, until the age of 65 following termination for disability pursuant to Section 8(b)(ii), and twelve (12) months after the Date of Termination in the case of termination for any reason other than death, disability, for Cause, without Good Reason or for Significant Transaction. If Health Coverage is provided by a subsequent employer, this benefit will cease.
In the event of a termination that qualifies Executive for continuation of benefits under the CIC Policy, Executive will be entitled to continued Health and Welfare Benefits, as provided in the CIC Policy as of the date of this Agreement.
|
5.
Medical Plan Coverage after Retirement (prior to attaining age 65)
|
Medical coverage under the US Benefits Plan will cease on the last day of the month in which you retire from the Company. Thereafter, the Company will continue to pay you amounts equal to the premiums related to the medical coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) until such time that you and your eligible family members no longer qualify. After the medical coverage pursuant to COBRA is exhausted you, together with those of your family members eligible at the date of retirement, will qualify to participate in the Pre-65 Retiree Medical Plan which will be paid for by the Company. This coverage will terminate when you attain the age 65.
|
6.
Tax Advice
|
Entitled to reimbursement of reasonable tax advice and preparation costs.
|
7.
Housing Allowance
|
$204,000 per annum
|
8.
Travel Allowance
|
$30,000 per annum
|
9.
Club Allowance
|
$20,000 per annum
|
10.
Car Allowance
|
$15,000 per annum
|
11.
Continuous Service
|
Your original employment start date with PartnerRe Ltd. on August 4, 2008 will be maintained for the calculation of service related benefits.
|
|
|
Jurisdiction of Incorporation
|
PartnerRe Ltd.
|
|
Bermuda
|
PartnerRe Services Ltd.
|
|
Bermuda
|
Partner Reinsurance Company Ltd.
|
|
Bermuda
|
PartnerRe Servicios Y Compañia Limitada
|
|
Chile
|
PartnerRe Americas Services Company, S.A. de C.V.
|
|
Mexico
|
Intrinsic Equity Investments Ltd.
|
|
Bermuda
|
Intrinsic Equity Investments, LLC
|
|
Delaware, United States
|
PPF Holdings I Ltd.
|
|
Bermuda
|
Renewal Capital LLC
|
|
Delaware, United States
|
PPF Holdings II Ltd.
|
|
Bermuda
|
PPF Holdings III Ltd.
|
|
Bermuda
|
PartnerRe Capital Investments Corp.
|
|
Delaware, United States
|
LFR Collections LLC
|
|
Delaware, United States
|
Almandine I LLC
|
|
Delaware, United States
|
NFC Collections LLC
|
|
Delaware, United States
|
PartnerRe Catastrophe Fund Holdings Ltd
|
|
Bermuda
|
PartnerRe Catastrophe Fund Ltd
|
|
Bermuda
|
Lorenz Re Ltd.
|
|
Bermuda
|
Raccoon River Re Ltd
|
|
Bermuda
|
Partner Reinsurance Life Company of Bermuda Ltd.
|
|
Bermuda
|
PartnerRe Corporate Member Limited
|
|
United Kingdom
|
PartnerRe Corporate Member 2 Limited
|
|
United Kingdom
|
Partner Reinsurance Asia Pacific Pte. Ltd.
|
|
Singapore
|
PartnerRe Holdings Europe Limited
|
|
Ireland
|
PartnerRe Holdings Switzerland GmbH
|
|
Switzerland
|
PartnerRe Financing Ltd
|
|
Bermuda
|
PartnerRe Connecticut Inc.
|
|
Connecticut, United States
|
PartnerRe Holdings Ireland Limited
|
|
Ireland
|
PartnerRe Ireland Insurance Limited
|
|
Ireland
|
PartnerRe Courcelles II
|
|
France
|
PartnerRe Holdings B.V.
|
|
Netherlands
|
PartnerRe Holdings SA
|
|
France
|
Partner Reinsurance Europe SE
|
|
Ireland
|
PartnerRe Escritório de Representação no Brasil Ltda.
|
|
Brazil
|
PartnerRe Miami Inc.
|
|
Florida, United States
|
PartnerRe Courcelles I
|
|
France
|
PartnerRe U.S. Corporation
|
|
Delaware, United States
|
PartnerRe America Insurance Company
|
|
Delaware, United States
|
PPF Finance LLC
|
|
Delaware, United States
|
Peninsula Coinvestment II, LLC
|
|
Delaware, United States
|
PartnerRe Finance A LLC
|
|
Delaware, United States
|
|
|
Jurisdiction of Incorporation
|
PartnerRe Finance B LLC
|
|
Delaware, United States
|
PartnerRe Finance C LLC
|
|
Delaware, United States
|
PartnerRe Capital Markets Corp
|
|
Delaware, United States
|
PartnerRe Principal Finance Inc.
|
|
Delaware, United States
|
PartnerRe New Solutions Inc
|
|
Delaware, United States
|
PartnerRe Asset Management Corporation
|
|
Delaware, United States
|
Beaufort Investment Management Inc.
|
|
Delaware, United States
|
Partner Reinsurance Company of the U.S.
|
|
New York, United States
|
PartnerRe Insurance Company of New York
|
|
New York, United States
|
PartnerRe Finance I Inc.
|
|
Delaware, United States
|
PartnerRe Finance II Inc.
|
|
Delaware, United States
|
PartnerRe Capital Trust II
|
|
Delaware, United States
|
PartnerRe Capital Trust III
|
|
Delaware, United States
|
Presidio Reinsurance Group, Inc.
|
|
Delaware, United States
|
Presidio Excess Insurance Services Inc.
|
|
California, United States
|
PartnerRe Management Ltd.
|
|
United Kingdom
|
Presidio Reinsurance Corporation
|
|
Montana, United States
|
|
/
S
/ D
ELOITTE
L
TD
.
|
Deloitte Ltd.
|
|
/s/ D
AVID
Z
WIENER
|
David Zwiener
Chief Executive Officer
|
|
/s/ W
ILLIAM
B
ABCOCK
|
William Babcock
Executive Vice President & Chief Financial Officer
|
|
/s/ D
AVID
Z
WIENER
|
David Zwiener
Chief Executive Officer |
|
/s/ W
ILLIAM
B
ABCOCK
|
William Babcock
Executive Vice President & Chief Financial Officer
|